exv10w33



 





Exhibit 10.33






Purchase and Sale Agreement




     This Purchase and Sale Agreement (this “Agreement”) is entered into as of the 18th day of
January, 2007 by and between CNL HOTELS & RESORTS, INC. and the other owners identified on
Schedule A attached hereto and made a part hereof by this reference (collectively, the
“Seller”) and ASHFORD SAPPHIRE ACQUISITION LLC (the “Buyer”).



RECITALS




     A. Reference is hereby made to that certain Agreement and Plan of Merger by and among MS
Resort Holdings LLC, a Delaware limited liability company (“Parent”), MS Resort Acquisition
LLC, a Delaware limited liability company and a wholly-owned subsidiary of Parent, MS Resort
Purchaser LLC, a Delaware limited liability company and wholly-owned subsidiary of Parent, Buyer
and Seller dated as of the date hereof (the “Merger Agreement”). Capitalized terms used herein
without definition shall have the meanings ascribed thereto in the Merger Agreement.



     B. Seller owns (i) the fee or leasehold interest in each of the Properties (as hereinafter
defined), and (ii) directly or indirectly, a limited partner interest and the sole general partner
interest (collectively, the “Joint Venture Interests”) pursuant a joint venture agreement (each, a
"Joint Venture Agreement”) in the joint ventures and in the percentages identified on Schedule
A (collectively, the “Joint Ventures”). The Joint Ventures own the eighteen (18) properties
identified on Schedule A (each, a “Joint Venture Property” and, collectively, the “Joint
Venture Properties”).



     C. Pursuant to the Merger Agreement, Seller desires to sell to Buyer the Properties and the
Joint Venture Interests, and Buyer desires to buy the Properties and the Joint Venture Interests
from Seller, all on and subject to the terms and conditions set forth in the Merger Agreement and
herein.




	1.	 	Agreement to Purchase and Sell. In consideration of the undertakings and mutual covenants of
the parties set forth in this Agreement, and for other good and valuable consideration, the
receipt and legal sufficiency of which are hereby acknowledged, Seller hereby agrees to sell all
of the Properties and the Joint Venture Interests to Buyer and Buyer, and/or its nominee(s),
agree to buy all of the Properties and the Joint Venture Interests from Seller for the Purchase
Price (as hereinafter
defined), payable as provided below and otherwise on and subject to the terms and conditions
contained herein and in the Merger Agreement.




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	2.	 	Description of the Property.
	 
	 	 	The Properties consist of the following:
	 
	 	 	Each of the hotel and/or resort properties or the leasehold interests therein (the “Land”) as
listed on Schedule A attached hereto (other than the Joint Venture Properties) together
with (i) all of Seller’s right, title and interest in all rights, privileges and easements
appurtenant to the Land, including, without limitation, all minerals, oil, gas, and other
hydrocarbon substances on and under the Land, as well as all development rights, air rights,
water, water rights and water stock relating to the Land, any rights to any land lying in the
bed of any existing dedicated street, road or alley adjoining the Land and to all strips and
gores adjoining the Land, and any other easements, rights-of-way, or appurtenances used in
connection with the beneficial use and enjoyment of the Land (collectively referred to as the
“Appurtenances”); (ii) all of Seller’s right, title and interest in all improvements, fixtures,
buildings, and structures presently located on the Land and all apparatus, equipment and
appliances affixed to the Land or located within such improvements, buildings, or structures and
affixed thereto and used in connection with the operation or occupancy of such improvements,
fixtures, buildings and structures including without limitation, heating and air conditioning
systems and facilities used to provide any utility services, refrigeration, ventilation, garage
disposal, recreation, or other services on or to such improvements, fixtures, buildings and/or
structures (collectively, the “Improvements”); (iii) all of Seller’s right, title and interest
in all items of tangible personal property consisting of furniture, furnishings, china,
glassware, silverware, cutlery, kitchen equipment and utensils, vehicles, inventories of food
and beverages in opened or unopened cases, in-use or reserve stock of linens, towels, paper
goods, soap, cleaning supplies and the like, and other tangible personal property of every kind
and nature located in the Improvements, to the extent assignable (collectively, the “Tangible
Personal Property”); and (iv) all of Seller’s right, title, and interest in and to all
intangible personal property owned or possessed by Seller and used exclusively in connection
with the ownership, lease, or operation of the Improvements, including without limitation all
service, supply, operating and maintenance contracts (collectively, the “Service Contracts”),
any leases, contracts and agreements pertaining to facilities not located on a Property but that
are necessary, beneficial or related to the operation of a Property, including, without
limitation, use agreements for local golf courses, parking contracts or leases, garage contracts
or leases, storm water management agreements, equipment leases (collectively, the “Equipment
Leases”), space leases (collectively, the “Space Leases”), licenses, permits and approvals
required by any governmental or quasi-governmental agency (collectively, the “Licenses and
Permits”), business records, plans and specifications pertaining to the Improvements and/or the
Tangible Personal Property, websites, FTP files, advance bookings and reservations, Management
Agreements or Franchise Agreements (as defined in Section 5 hereof), third party warranties and
guaranties relating to the Improvements, the Tangible Personal Property, or any part thereof,
all to the extent assignable (collectively, the “Intangible Personal Property”). The Land,
Appurtenances, Improvements, Tangible Personal Property, and Intangible Personal Property
are, with respect to each hotel and/or resort property collectively referred to as a “Property”
and all such hotels and/or resort properties are collectively referred to as the “Properties”).




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	3.	 	Purchase Price; Allocations for Tax Purposes. The purchase price (the “Purchase Price”) for
the Properties and the Joint Venture Interests is Two Billion Four Hundred One Million Three
Hundred Sixteen Thousand One Hundred Twenty-nine Dollars ($2,401,316,129.00), provided,
however, that Buyer shall have the right, in its sole discretion, to adjust such Purchase Price,
up or down, by up to an aggregate amount of Three Hundred Million Dollars ($300,000,000.00),
which adjustment shall not affect the aggregate amount payable to Seller under the Merger
Agreement and this Agreement. The Purchase Price (as so adjusted) shall be payable in cash or
other good funds at the Closing after credit of an amount equal to the sum of the outstanding
principal balances as of the Closing Date of (i) all mortgage indebtedness encumbering any
Property, and (ii) Seller’s proportionate share of all mortgage and mezzanine indebtedness
secured by a lien encumbering any Joint Venture Property.
	 
	 	 	Buyer shall allocate the Purchase Price among the Properties and the Joint Venture Interests,
and further with respect to each Property among the Land, Improvements, and Tangible and
Intangible Personal Property, and further respect to the Joint Venture Interests, with the
related interests of the taxable REIT subsidiaries leasing the Joint Venture Properties. No
later than thirty (30) days after the Closing Date (as defined in Section 4 hereof), Buyer shall
deliver to Seller a schedule of the Purchase Price allocation (the “Allocation Schedule”) and a
copy of IRS Form 8594 prepared in accordance with the Allocation Schedule. Buyer and Seller
shall each timely file (i) IRS Form 8594 in the form prepared by Buyer, and (ii) all other tax
returns in a manner consistent with such IRS Form 8594 and the Allocation Schedule. Neither
Buyer nor Seller shall take any position for federal tax purposes that is inconsistent with such
IRS Form 8594 or the Allocation Schedule.
	 
	4.	 	Closing.
	 
	 	 	Except as otherwise expressly provided in this Agreement, the consummation of the transaction
contemplated in this Agreement (the “Closing”) shall occur through an escrow agent to be
selected by Seller and Buyer (the “Escrow Agent”). Closing shall take place at 10:00 a.m. at
the offices of Sidley Austin LLP, 787 Seventh Avenue, New York, NY 10019 or such other mutually
agreed upon location on the date (the “Closing Date”) that is the Final Condition Satisfaction
Date under the Merger Agreement. If for any reason the Final Condition Satisfaction Date does
not occur pursuant to the Merger Agreement and/or the Merger Agreement is terminated for any
reason, then this Agreement shall be void ab initio and of no force or effect, and, except as
provided in Section 9 hereof which shall survive the termination of this Agreement, the parties
shall have no liability to each other hereunder.
	 
	5.	 	Seller’s Closing Deliveries. On the Closing Date, Seller shall deliver or cause to be
delivered at its expense each of the following items to the Escrow Agent:






	 	(i)	 	For each Property or portion thereof owned in fee by Seller, a special warranty
deed duly executed and acknowledged by Seller conveying the relevant Land and
Improvements to Buyer, such special warranty deed to be in the form customary in the
jurisdiction in which such Land is located;
	 
	 	(ii)	 	For each Property or portions thereof as to which Seller owns a leasehold
interest under a ground lease (each, a “Ground Lease”), a counterpart of an assignment
and assumption of Seller’s interest in the Ground Lease (without warranty) (each,




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	 	 	 	a “Ground Lease Assignment”) duly executed and acknowledged by Seller transferring such
leasehold interest to Buyer, such Ground Lease Assignment (without warranty) to be in a
form satisfying all applicable requirements in the Ground Lease and otherwise in the
form customary in the jurisdiction in which such Property is located;
	 

	 	(iii)	 	For each Joint Venture, a counterpart of an assignment and assumption of the
Joint Venture Interests (without warranty) (the “Joint Venture Assignment”) whereby
Seller assigns to Buyer all of Seller’s right, title, and interest in the Joint Venture
Interests (without warranty) and Buyer assumes all of Seller’s obligations under the
Joint Venture arising from and after the Closing Date, such Joint Venture Assignment
(without warranty) to be in the form required in the Joint Venture Agreement and
otherwise in form and content customary in the jurisdiction where such Joint Venture
was formed;
	 
	 	(iv)	 	For each Joint Venture that has entered into an operating lease (each, an
“Operating Lease”) with respect to its Joint Venture Property, if required by Buyer,
either (A) an assignment of the interest of the lessee (each, an “Operating Lessee”) in
the Operating Lease duly executed by the Operating Lessee (an “Operating Lease
Assignment”), or (B) a termination of the Operating Lease, at no cost to Buyer, duly
executed by the Joint Venture and the Operating Lessee (each, an “Operating Lease
Termination”); provided, however, with respect to the Courtyard Philadelphia Downtown
hotel, Seller shall execute and deliver an Operating Lease Assignment with respect to
the Operating Lease with City Annex Tenant Corporation;
	 
	 	(v)	 	For each Property, a bill of sale (without warranty) duly executed by Seller
and Operating Lessee conveying to Buyer and/or Buyer’s designated operating lessee, as
the case may be, all right, title and interest of Seller and Operating Lessee in and to
the Tangible Personal Property, the Intangible Personal Property, and all assignable
third party warranties and guaranties relating to the Improvements, the Tangible
Personal Property, or any part thereof, such bill of sale (without warranty) to be in
form and content customary in the jurisdiction where such Property is located;
	 
	 	(vi)	 	For each Joint Venture Property for which an Operating Lease Assignment or an
Operating Lease Termination is delivered pursuant to this Agreement, a bill of sale
(without warranty) duly executed by the Operating Lessee conveying to Buyer or Buyer’s
designated operating lessee, as the case may be, all right, title
and interest of Operating Lessee, if any, in and to the Tangible Personal Property,
the Intangible Personal Property, and all assignable third party warranties and
guaranties relating to the Improvements, the Tangible Personal Property, or any part
thereof, such bill of sale (without warranty) to be in form and content customary in
the jurisdiction where such Joint Venture Property is located;
	 
	 	(vii)	 	For each Property, an assignment and assumption agreement (without warranty)
(each, a “Assignment and Assumption Agreement”) duly executed by Seller and




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	 	 	 	Operating Lessee, whereby Seller and Operating Lessee assigns to Buyer or Buyer’s operating
lessee (without warranty) all of their respective right, title, and interest in the
Service Contracts, Space Leases, Equipment Leases, and Licenses and Permits, and Buyer
and/or Buyer’s designated operating lessee assumes all obligations of Seller and
Operating Lessee thereunder arising from and after the Closing Date, such Assignment
and Assumption Agreement (without warranty) to be in form and content customary in the
jurisdiction where such Property is located;
	 
	 	(viii)	 	For each Joint Venture Property for which an Operating Lease Assignment or Operating
Lease Termination is delivered pursuant to this Agreement, an assignment and assumption
agreement (without warranty) an Assignment and Assumption Agreement duly executed by
Operating Lessee, whereby Operating Lessee assigns to Buyer or Buyer’s designated
operating lessee (without warranty) all of its right, title, and interest in the
Service Contracts, Space Leases, Equipment Leases, and Licenses and Permits and Buyer
or Buyer’s designated operating lessee assumes all obligations of Operating Lessee
thereunder arising from and after the Closing Date, such Assignment and Assumption
Agreement (without warranty) to be in form and content customary in the jurisdiction
where such Joint Venture Property is located;
	 
	 	(ix)	 	For each Property that is subject to a management agreement (each, a
“Management Agreement”), an assignment and assumption of the Management Agreement
(without warranty) (each, a “Management Agreement Assignment”) duly executed by
Operating Lessee, whereby Operating Lessee assigns to Buyer or Buyer’s designated
operating lessee all right, title, and interest in the Management Agreement (without
warranty) and Buyer or Buyer’s designated operating lessee assumes all of Operating
Lessee’s obligations thereunder arising from and after the Closing Date, such
Management Agreement Assignment to be in form and content customary in the jurisdiction
where such Property is located;
	 
	 	(x)	 	For each Joint Venture Property for which an Operating Lease Assignment or
Operating Lease Termination is delivered pursuant to this Agreement and that is subject
to a Management Agreement , a Management Agreement Assignment (without warranty) duly
executed by Operating Lessee, whereby Operating Lessee assigns to Buyer or Buyer’s
designated operating lessee all right, title, and interest in the Management Agreement
(without warranty) and Buyer or Buyer’s designated operating lessee assumes all of
Operating Lessee’s obligations thereunder arising from and after the Closing Date, such
Management Agreement
Assignment to be in form and content customary in the jurisdiction where such Joint
Venture Property is located;
	 
	 	(xi)	 	For each Property subject to a franchise agreement (each, a “Franchise
Agreement”) (a) an assignment and assumption of the Franchise Agreement (without
warranty) (each, a “Franchise Agreement Assignment”) duly executed by Operating Lessee
whereby Operating Lessee assigns to Buyer or Buyer’s designated operating lessee all
right, title, and interest of Operating Lessee in the 




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	 	 	 	Franchise Agreement (without
warranty) and Buyer or Buyer’s designated operating lessee assumes all obligations of
Operating Lessee thereunder arising from and after the Closing Date, or (b) if Buyer
elects, in Buyer’s sole and absolute discretion, to enter into or cause its designated
operating lessee to enter into a replacement franchise agreement, a termination of the
Franchise Agreement (each, a “Franchise Agreement Termination”), provided that if
Seller or Operating Lessee has obtained franchisor consent to the Franchise Agreement
Assignment or as a franchisee under a replacement franchise agreement as required under
the Merger Agreement, Buyer may elect to so terminate the Franchise Agreement only if
the franchisor waives all claims against Operating Lessee resulting from the Franchise
Agreement Termination for termination fees, liquidated damages or similar fees related
to such termination or Buyer agrees to indemnify and hold harmless Operating Lessee
from all such claims;
	 
	 	(xii)	 	For each Joint Venture Property for which an Operating Lease Assignment or an
Operating Lease Termination is delivered pursuant to this Agreement and that is subject
to a Franchise Agreement, (A) a Franchise Agreement Assignment duly executed by
Operating Lessee whereby Operating Lessee assigns to Buyer or Buyer’s designated
operating lessee all right, title, and interest of Operating Lessee in the Franchise
Agreement (without warranty) and Buyer or Buyer’s designated operating lessee assumes
all obligations of Operating Lessee thereunder arising from and after the Closing Date,
or (B) if Buyer elects, in Buyer’s sole and absolute discretion, to enter into or cause
its designated operating lessee to enter into a replacement franchise agreement, a
Franchise Agreement Termination, provided that if Seller, the Joint Venture, or
Operating Lessee has obtained franchisor consent to the Franchise Agreement Assignment
or as a franchisee under a replacement franchise agreement as required under the Merger
Agreement, Buyer may elect to so terminate the Franchise Agreement only if the
franchisor waives all claims against Operating Lessee resulting from the Franchise
Agreement Termination for termination fees, liquidated damages or similar fees related
to such termination or Buyer agrees to indemnify and hold harmless Operating Lessee
from all such claims;
	 
	 	(xiii)	 	A certificate or certificates of non-foreign status, each duly executed and
acknowledged by Seller, in a form satisfying the requirements under the applicable
Treasury Regulations issued pursuant to § 1445 of the Code;
	 
	 	(xiv)	 	Customary affidavits sufficient for a nationally recognized title insurance
company issuing to Buyer and/or Buyer’s mortgagee an owner’s or mortgagee’s
policy of title insurance, respectively, for each Property (the “Title Company”) to
delete any exceptions for parties in possession (other than tenants under Leases)
and mechanic’s or materialmen’s liens and such other customary gap and owner’s
affidavits relating to such title insurance policy as the Title Company may
reasonably request in a form reasonably acceptable to Seller;
	 
	 	(xv)	 	Evidence reasonably satisfactory to Buyer and the Title Company of Seller’s
authority to convey the Properties or Seller’s interests in the Ground Leases




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	 	 	 	pursuant to this Agreement in form and substance reasonably satisfactory to Buyer and the Title
Company;
	 
	 	(xvi)	 	Any and all transfer and/or recordation tax returns, declarations of value,
affidavits of consideration, or other documents required from Seller under applicable
law or regulations or necessary for recordation of the deeds or the Ground Lease
Assignments in the land records of the jurisdiction where each Property is located;
and
	 
	 	(xvii)	 	Such other instruments as Buyer may reasonably request to effectuate the transaction
contemplated by this Agreement without additional liability or expense to Seller except
in a nominal amount.






	6.	 	Buyer’s Closing Deliveries. On the Closing Date Buyer shall deliver or cause to be delivered
at its expense each of the following to Seller:






	 	(i)	 	For each Property or portions thereof as to which Seller owns a leasehold
interest, a counterpart of the applicable Ground Lease Assignment duly executed and
acknowledged by Buyer;
	 
	 	(ii)	 	For each Property, a counterpart of the applicable Assignment and Assumption
Agreement, Management Agreement Assignment, or Franchise Agreement Assignment, duly
executed and acknowledged by Buyer;
	 
	 	(iii)	 	For each Joint Venture, a counterpart of the Joint Venture Assignment, duly
executed and acknowledged by Buyer;
	 
	 	(iv)	 	Any and all transfer and/or recordation tax returns, declarations of value,
affidavits of consideration, or other documents required from Buyer under applicable
law or regulations or necessary for recordation of the deeds or the Ground Lease
Assignment in the land records of the jurisdiction where each Property is located; and
	 
	 	(v)	 	Such other instruments as Seller may reasonably request to effectuate the
transaction contemplated by this Agreement without additional liability or expense to
Buyer except in a nominal amount.






	7.	 	Prorations and Adjustments.
	 
	 	 	There shall be no adjustment of the Purchase Price based on the proration of revenues or
expenses relating to the Properties or the Joint Ventures or for any other reason.




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	8.	 	Closing Costs.
	 
	 	 	Buyer shall pay all city, county, and other stamp, recordation and transfer taxes payable in
connection with the sale of the Properties, Joint Venture Interests or Seller’s interest in the
Ground Leases. Buyer shall pay the cost of all title insurance premiums, endorsements, and
surveys.
	 
	9.	 	Brokerage. Seller and Buyer each mutually represent and warrant to the other that they have
not dealt with, and are not obligated to pay, any fees or commissions to any broker in
connection with the transaction contemplated by this Agreement except as may be provided in the
Merger Agreement. Buyer and Seller hereby agree to indemnify, defend and hold one another
harmless from and against all liabilities, costs, damages and expenses (including reasonable
attorneys’ fees) arising from any claims for brokerage or finders’ fees, commissions or other
similar fees due or alleged to be due as a result of the indemnifying party’s actions in
connection with the transaction contemplated by this Agreement. The representations,
warranties, covenants and agreements contained in this Section 9 shall survive the termination
of this Agreement or the Closing of the transaction contemplated hereunder.
	 
	10.	 	Post-Closing.
	 
	 	 	Immediately after Closing, for each Property, Seller shall deliver to Buyer a termination of
each lease between Seller (or any subsidiary of Seller) and any taxable REIT subsidiary of
Seller (or such subsidiary) relating to one or more assets acquired by Buyer hereunder.
	 
	11.	 	Assignment. Buyer may assign or transfer its rights under this Agreement to one or more
nominees, but no such assignment or transfer shall relieve Buyer from any of its obligations
under this Agreement and Buyer shall remain primarily liable for the obligations of the Buyer
hereunder.
	 
	12.	 	Notices. Any notice required or permitted to be delivered under this Agreement shall be
given in accordance with the applicable provisions in the Merger Agreement.
	 
	13.	 	Captions. The captions used in connection with the Sections of this Agreement are for
convenience only and shall not be deemed to extend, limit or otherwise define or construe the
meaning of the language of this Agreement.




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	14.	 	Amendments.
	 
	 	 	This Agreement may be amended only by a written instrument executed by Seller and Buyer (or
Buyer’s permitted assignee or permitted transferee). The parties agree that if any of the
properties (each, a “Whitehall Property”) owned by Seller (or a subsidiary of Seller) that are
under contract under that certain Marketed Portfolio Purchase and Sale Agreement the “New
Century Agreement”) between Seller (or a subsidiary of Seller) and W2005 New Century Hotel
Portfolio, L.P. (“New Century”) are not purchased by New Century before the closing under the
Merger Agreement, this Agreement shall be amended to include as a Property any such Whitehall
Property not so purchased by New Century, and the Purchase Prices under this Agreement shall be
increased based on the purchase prices for such Whitehall Properties under the New Century
Agreement.
	 
	15.	 	Choice of Law.
	 
	 	 	This Agreement shall be construed under and in accordance with the laws of the State of
Maryland.
	 
	16.	 	Counterparts.
	 
	 	 	This Agreement may be executed in two (2) or more counterparts, each of which shall be an
original but such counterparts together shall constitute one and the same instrument
notwithstanding that both Buyer and Seller are not signatory to the same counterpart. Facsimile
transmission or email transmission of a pdf copy of any signed original document shall be deemed
the same as delivery of an original.





[Remainder of Page Intentionally Left Blank]




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     IN WITNESS WHEREOF, the parties have executed this instrument as of the day and year first set
forth above.



	 	 	 
	 

	 	SELLER:
	 
	 	 
	 

	 	CNL HOTELS & RESORTS, INC.,
	 

	 	on behalf of itself and its subsidiaries shown as “owners” of the
	 

	 	Properties and/or Joint Venture Interests
	 
	 	 
	 

	 	By: /S/ GREERSON G. MCMULLEN
	 

	 	Name: Greerson G. McMullen
	 

	 	Title: Executive Vice President
	 
	 	 
	 

	 	BUYER:
	 
	 	 
	 

	 	ASHFORD SAPPHIRE ACQUISITION LLC
	 
	 	 
	 

	 	By: /S/ DAVID A. BROOKS
	 

	 	Name: David A. Brooks
	 

	 	Title: Chief Legal Officer






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SCHEDULE A




List of Owners of the Properties and Joint Ventures




PROPERTIES:




	 	 	 	 	 
	Name of Owner	 	Name/Location of Property Owned	 	Fee or Leasehold
	RFS Partnership, LP

	 	Hilton Birmingham Perimeter Park
	 	Deed — Fee Simple
	 
	 	 	 	 
	CNL New Orleans Hotel, LP

	 	JW Marriott New Orleans
	 	Assignment and
	 

	 	 	 	Assumption of
	 

	 	 	 	Ground Lease
	 
	 	 	 	 
	CNL Bridgewater Hotel 

Partnership, LP

	 	Bridgewater Marriott
	 	Fee Simple — Deed
	 
	 	 	 	 
	CNL BWI Hotel, LP

	 	Baltimore-Washington International
	 	Fee Simple — Deed
	 

	 	Airport Marriott	 	 
	 
	 	 	 	 
	CNL Plano Hotel, LP

	 	Dallas/Plano Marriott at Legacy Town
	 	Fee Simple — Deed
	 

	 	Center
	 	and Assignment and
	 

	 	 	 	Assumption of Ground Lease
	 
	 	 	 	 
	CNL Seattle Waterfront Hotel, LP

	 	Seattle Marriott Waterfront
	 	Fee Simple — Deed
	 
	 	 	 	 
	CNL Hotel Investors, Inc.

	 	Marriott Suites Market Center
	 	Fee Simple — Deed
	 
	 	 	 	 
	CNL Tampa International 

Hotel Partnership, LP

	 	Renaissance Tampa at International Plaza
	 	Sub-Ground Leasehold
	 
	 	 	 	 
	CY-SF Hotel Partnership, LP

	 	Courtyard San Francisco Downtown
	 	Fee Simple — Deed
	 
	 	 	 	 
	RFS Partnership, L.P.

	 	Hyatt Regency Coral Gables
	 	Fee Simple — Deed
	 
	 	 	 	 
	Montreal Hotel Jersey Trust

	 	Hyatt Regency Montreal
	 	Fee Simple — Deed
	 
	 	 	 	 
	CNL LLC C-Hotel 

Management, LP

	 	Courtyard Marriott Village at Lake

Buena Vista
	 	Fee Simple — Deed
	 
	 	 	 	 
	CNL LLB SHS Management, LP

	 	SpringHill Suites Marriott Village at

Lake Buena Vista
	 	Fee Simple-— Deed
	 
	 	 	 	 
	CNL LLB F-Inn Management, 

LP

	 	Fairfield Inn Marriott Village at Lake

Buena Vista
	 	Fee Simple — Deed
	 
	 	 	 	 
	CNL Hotel MMI-4, LP

	 	Courtyard Basking Ridge
	 	Fee Simple — Deed
	 
	 	 	 	 
	RFS Partnership, LP

	 	Courtyard Edison — Raritan Center
	 	Fee Simple — Deed






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	Name of Owner	 	Name/Location of Property Owned	 	Fee or Leasehold
	CNL Hotel MMI-4, LP

	 	Courtyard Newark — Silicon Valley
	 	Fee Simple — Deed
	 
	 	 	 	 
	CNL Hotel MMI-4, LP

	 	Courtyard Oakland Airport
	 	Fee Simple — Deed
	 
	 	 	 	 
	CNL Hotel Investors, Inc.

	 	Courtyard Dallas Plano in Legacy Park
	 	Fee Simple — Deed
	 
	 	 	 	 
	CNL Hotel Investors, Inc.

	 	Courtyard Scottsdale Old Town
	 	Fee Simple — Deed
	 
	 	 	 	 
	CNL Hotel Investors, Inc.

	 	Courtyard Seattle Downtown — Lake Union
	 	Fee Simple — Deed
	 
	 	 	 	 
	RFS SPE 2 1998 LLC

	 	Residence Inn Kansas City
	 	Fee Simple — Deed
	 
	 	 	 	 
	RFS SPE 2000, LLC

	 	Residence Inn Torrance — Redondo Beach
	 	Fee Simple — Deed
	 
	 	 	 	 
	CNL Hospitality Partners LP

	 	Residence Inn Atlanta — Buckhead
(Lenox Park)
	 	Fee Simple — Deed
	 
	 	 	 	 
	CNL Hotel Investors, Inc.

	 	Residence Inn Las Vegas Hughes Center
	 	Fee Simple — Deed
	 
	 	 	 	 
	CNL Hotel MMI-4, LP

	 	Residence Inn San Jose — Newark
	 	Fee Simple — Deed
	 
	 	 	 	 
	CNL Hotel Investors, Inc.

	 	Residence Inn Phoenix Airport
	 	Fee Simple — Deed
	 
	 	 	 	 
	CNL Hotel Investors, Inc.

	 	Residence Inn Dallas Plano
	 	Fee Simple — Deed
	 
	 	 	 	 
	RFS SPE 2 2000 LLC

	 	Residence Inn Atlanta Perimeter West
	 	Fee Simple — Deed
	 
	 	 	 	 
	CNL Hotel MMI-4, LP

	 	SpringHill Suites Manhattan Beach —
Hawthorne
	 	Fee Simple — Deed
	 
	 	 	 	 
	CNL Hotel MMI-4, LP

	 	SpringHill Suites Philadelphia —
Plymouth Meeting
	 	Fee Simple — Deed
	 
	 	 	 	 
	CNL Hotel MMI-4, LP

	 	SpringHill Suites Richmond — Virginia
Center
	 	Fee Simple — Deed
	 
	 	 	 	 
	CNL Hotel MMI-4, LP

	 	TownePlace Suites Los Angeles —
Manhattan Beach
	 	Fee Simple — Deed






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JOINT VENTURES:




	 	 	 	 	 
	Joint Venture	 	Name/Location of Properties Owned	 	Seller’s Ownership Interest
	 
	 	Courtyard Philadelphia Downtown	 	89% member interest from
	CNL Philadelphia Annex
	 	Annex	 	CNL Hospitality Partners,
	LLC
	 	Philadelphia, PA	 	LP
	 
	 	 	 	 
	 
	 	1. Hilton LaJolla Torrey Pines	 	 
	CNL HHC Partners III, LP
	 	La Jolla, CA	 	75%
	 
	 	 	 	 
	 
	 	2. Capital Hilton	 	 
	 
	 	Washington, DC	 	(74.9% limited partner
	 
	 	 	 	interest from CNL
	 
	 	 	 	Hospitality Partners LP,
	 
	 	 	 	and 0.10% general partner
	 
	 	 	 	interest from CNL HHC III,
	 
	 	 	 	LLC*)
	 
	 	 	 	 
	 
	 	1. Hilton Dallas -- Lincoln Centre	 	 
	CNL HHC Partners II, LP
	 	Dallas, TX	 	75%
	 
	 	 	 	 
	 
	 	2. Hilton Tucson El Conquistador	 	 
	 
	 	Resort	 	(74.9% limited partner
	 
	 	Tucson, AZ	 	interest from CNL
	 
	 	 	 	Hospitality Partners LP,
	 
	 	3. Hilton Rye Town	 	and 0.10% general partner
	 
	 	Rye Brook, NY	 	interest from CNL HHC II, LLC)
	 
	 	 	 	 
	 
	 	4. Embassy Suites Orlando Airport	 	 
	 
	 	Orlando, FL	 	 
	 
	 	 	 	 
	 
	 	5. Embassy Suites Santa Clara	 	 
	 
	 	Santa Clara, CA	 	 
	 
	 	 	 	 
	 
	 	6. Embassy Suites Crystal City	 	 
	 
	 	Arlington, VA	 	 
	 
	 	 	 	 
	 
	 	7. Doubletree Crystal City	 	 
	 
	 	Arlington, VA	 	 
	 
	 	 	 	 
	 
	 	1. Hilton Miami Airport	 	 
	CNL HHC Partners, LP
	 	Miami,  FL	 	70%
	 
	 	 	 	 
	 
	 	2. Hilton Suites Auburn Hills	 	(69.9% limited partner
	 
	 	Auburn Hill,  MI	 	interest from CNL
	 
	 	 	 	Hospitality Partners LP,
	 
	 	3. Hilton Costa Mesa	 	and 0.10% general partner
	 
	 	Costa Mesa, CA	 	interest from CNL HHC, LLC*)
	 
	 	 	 	 
	 
	 	4. Embassy Suites Portland	 	 
	 
	 	Portland, OR	 	 
	 
	 	 	 	 





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	Joint Venture	 	Name/Location of Properties Owned	 	Seller’s Ownership Interest
	 
	 	1. Courtyard Hartford	 	 
	CNL IHC Partners, LP
	 	Manchester, CT	 	85%
	 
	 	 	 	 
	 
	 	2. Residence Inn Hartford	 	 
	 
	 	Manchester, CT	 	(84.9% limited partner
	 
	 	 	 	interest from CNL
	 
	 	 	 	Hospitality Partners LP,
	 
	 	 	 	and 0.10% general partner
	 
	 	3. Hampton Inn Houston Galleria	 	interest from CNL IHC, LLC*)
	 
	 	Houston, TX	 	 
	 
	 	 	 	 
	Dearborn Hotel
	 	Hyatt Regency Dearborn,	 	85%
	Partners, LP

	 	Dearborn, MI	 	 
	 
	 	 	 	 
	 
	 	 	 	(84.5% limited partner
	 
	 	 	 	interest from CNL
	 
	 	 	 	Hospitality Partners LP,
	 
	 	 	 	and 0.5% general partner
	 
	 	 	 	interest from Dearborn
	 
	 	 	 	Hotel GP LLC*)








 




			
	 *	 	Buyer may elect, in its sole discretion, to require Seller to convey to Buyer 100% of the
member interests in the general partner of any or all of the Joint Ventures, in lieu of conveying
the general partnership interest in such Joint Venture(s).






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