Exhibit 4.6
 PURCHASE AGREEMENT
 by and between
 GREAT BEAR LODGE OF WISCONSIN DELLS, LLC,
a Delaware limited liability company ( Seller ),
 GREAT LAKES SERVICES, LLC,
a Delaware limited liability company ( Manager )
 and
 CNL INCOME PARTNERS, LP,
a Delaware limited partnership (the  Purchaser )
 April 29, 2009




---



##### 



TABLE OF CONTENTS
 Article I
    
    PURCHASE AND SALE TRANSACTION
    
    
    21.1
    
    
    Sale and Purchase of Seller Interest
    
    
    21.2
    
    
    Purchase Price
    
    
    21.3
    
    
    Closing Date
    
    
    2Article II
    
    REPRESENTATIONS AND WARRANTIES REGARDING SELLER
    
    
    32.1
    
    
    Organization
    
    
    32.2
    
    
    Authorization of Transactions
    
    
    32.3
    
    
    Conflicts; Consents of Third Parties
    
    
    32.4
    
    
    Brokers Fees
    
    
    42.5
    
    
    Seller Interest
    
    
    4Article III
    
    REPRESENTATIONS AND WARRANTIES REGARDING MANAGER
    
    
    43.1
    
    
    Organization
    
    
    43.2
    
    
    Authorization of Transactions
    
    
    43.3
    
    
    Conflicts; Consents of Third Parties
    
    
    43.4
    
    
    Brokers Fees
    
    
    5Article IV
    
    REPRESENTATIONS AND WARRANTIES REGARDING THE PARTNERSHIP AND THE
SUBSIDIARIES
    
    
    54.1
    
    
    Books and Records
    
    
    54.2
    
    
    Financial Statements
    
    
    64.3
    
    
    No Undisclosed Liabilities
    
    
    64.4
    
    
    Absence of Certain Developments
    
    
    64.5
    
    
    Taxes
    
    
    74.6
    
    
    Real Property
    
    
    84.7
    
    
    Tangible Personal Property; Title; Sufficiency of Assets
    
    
    84.8
    
    
    Intellectual Property
    
    
    84.9
    
    
    Contracts
    
    
    84.10
    
    
    Employees
    
    
    94.11
    
    
    Litigation
    
    
    94.12
    
    
    Compliance with Laws; Permits
    
    
    94.13
    
    
    Environmental Matters
    
    
    94.14
    
    
    Insurance
    
    
    104.15
    
    
    Books and Records; Receivables; Payables
    
    
    104.16
    
    
    Related Party Transactions
    
    
    104.17
    
    
    No Misrepresentation
    
    
    11Article V
    
    REPRESENTATIONS AND WARRANTIES OF purchaser
    
    
    115.1
    
    
    Organization
    
    
    115.2
    
    
    Authorization of Transaction
    
    
    115.3
    
    
    Conflicts; Consents of Third Parties
    
    
    115.4
    
    
    Brokers Fees
    
    
    12
 i




---



##### 



Article VI
    
    CONDITIONS TO CLOSING; TERMINATION
    
    
    126.1
    
    
    Conditions Precedent to Obligations of Purchaser at the Closing
    
    
    126.2
    
    
    Conditions Precedent to Obligations of Seller at the Closing
    
    
    146.3
    
    
    Termination
    
    
    15Article VII
    
    CERTAIN COVENANTS OF THE PARTIES
    
    
    167.1
    
    
    Capital Contributions to the Partnership
    
    
    167.2
    
    
    Termination of Management Agreements
    
    
    167.3
    
    
    Termination of License Fee Agreements
    
    
    167.4
    
    
    Real Estate Tax Reassessment
    
    
    167.5
    
    
    Tall Pines Termination Agreement
    
    
    167.6
    
    
    Management Agreement for the Dells Lodge
    
    
    167.7
    
    
    License Agreement for Dells Lodge
    
    
    167.8
    
    
    Amendment of Management Agreement for Sandusky Lodge
    
    
    177.9
    
    
    Lender Consent
    
    
    177.10
    
    
    Public Announcements
    
    
    177.11
    
    
    Exclusivity
    
    
    177.12
    
    
    Further Assurances
    
    
    177.13
    
    
    Litigation Support
    
    
    187.14
    
    
    Confidentiality
    
    
    187.15
    
    
    Base Fee Adjustment
    
    
    18Article VIII
    
    INDEMNIFICATION
    
    
    198.1
    
    
    Indemnity Obligations of Seller and Manager
    
    
    198.2
    
    
    Indemnity Obligations of Purchaser
    
    
    198.3
    
    
    Indemnification Procedures
    
    
    198.4
    
    
    Expiration of Representations and Warranties
    
    
    218.5
    
    
    Exclusive Remedy
    
    
    21Article IX
    
    CERTAIN TAX MATTERS
    
    
    229.1
    
    
    Taxable Periods That Begin Before and End After the Closing Date
    
    
    229.2
    
    
    Tax Returns
    
    
    22Article X
    
    MISCELLANEOUS
    
    
    2310.1
    
    
    Certain Definitions
    
    
    2310.2
    
    
    Payment of Sales, Use or Similar Taxes; Transfer Taxes
    
    
    2810.3
    
    
    Expenses
    
    
    2810.4
    
    
    Default
    
    
    2810.5
    
    
    Submission to Jurisdiction; Consent to Service of Process
    
    
    2810.6
    
    
    Entire Agreement; Amendments and Waivers
    
    
    2910.7
    
    
    Governing Law
    
    
    2910.8
    
    
    Table of Contents and Headings
    
    
    2910.9
    
    
    Notices
    
    
    2910.10
    
    
    Severability
    
    
    3010.11
    
    
    Binding Effect; Assignment
    
    
    3010.12
    
    
    No Third Party Beneficiary
    
    
    31
 ii




---



##### 



10.13
    
    
    Further Assurances
    
    
    3110.14
    
    
    Notification of Certain Matters
    
    
    3110.15
    
    
    Arms Length Negotiation
    
    
    3110.16
    
    
    Waiver of Jury Trial
    
    
    3110.17
    
    
    No Presumption Against Drafter
    
    
    3210.18
    
    
    Definitional and Interpretive Matters
    
    
    3210.19
    
    
    Construction Rules
    
    
    3210.20
    
    
    Counterparts
    
    
    32
 iii




---



##### 



PURCHASE AGREEMENT
 THIS PURCHASE AGREEMENT Agreement GREAT BEAR LODGE OF WISCONSIN DELLS, LLC Seller GREAT LAKES SERVICES, LLC Manager CNL INCOME
PARTNERS, LP Purchaser Parties Party
 WHEREAS Partnership Partnership Agreement
 WHEREAS
 WHEREAS
 WHEREAS Dells
Owner Dells
Lodge Sandusky
Owner Sandusky
Lodge
 WHEREAS Dells Tenant Sandusky
Tenant
 WHEREAS
 WHEREAS Dells Management Agreement Sandusky Management Agreement Management Agreements
 WHEREAS




---



##### 



WHEREAS
 NOW, THEREFORE
 ARTICLE I
  Sale and Purchase of Seller Interest Closing Seller Interest
 Purchase Price Purchase Price Capital Call Threshold
 Closing Date Closing Date
 2




---



##### 



ARTICLE II
   Organization
 Authorization of Transactions
 Conflicts; Consents of Third Parties
 3




---



##### 



Brokers Fees
 Seller Interest
 ARTICLE III
   Organization
 Authorization of Transactions
 Conflicts; Consents of Third Parties
 4




---



##### 



Brokers Fees
 ARTICLE IV
 
 Disclosure Schedule
 Books and Records
 5




---



##### 



Financial Statements Section 4.2 of the Disclosure Schedule Interim Balance Sheet Financial Statements
 No Undisclosed Liabilities
 Absence of Certain Developments Section 4.4 of the
Disclosure Schedule
       6




---



##### 



Section
4.4(j) of the Disclosure Schedule
  Taxes
     7




---



##### 



Real Property
 Tangible Personal Property; Title; Sufficiency of Assets Exhibit 4.7
 Intellectual Property
    Contracts Section 4.9 of the Disclosure Schedule
 8




---



##### 



Section 4.9 of the Disclosure Schedule
 Employees
 Litigation Section 4.11 of the Disclosure
Schedule
 Compliance with Laws; Permits Section 4.12 of the Disclosure Schedule
 Environmental Matters
 9




---



##### 



Environmental
Permits
   Insurance
 Books and Records; Receivables; Payables
  Periodic Statement
  Related Party Transactions
 10




---



##### 



No Misrepresentation
 ARTICLE V
   Organization
 Authorization of Transaction
 Conflicts; Consents of Third Parties
 11




---



##### 



Brokers Fees
 ARTICLE VI
  Conditions Precedent to Obligations of Purchaser at the Closing
      12




---



##### 



13




---



##### 



Conditions Precedent to Obligations of Seller at the Closing
         14




---



##### 



Termination
     15




---



##### 



ARTICLE VII
  Capital Contributions to the Partnership
 Termination of Management Agreements
 Termination of License Fee Agreements CNL GW Dells
License Fee Agreement Sandusky License Fee
Agreement License Fee
Agreements
 Real Estate Tax Reassessment
 Tall Pines Termination Agreement Tall Pines Agreement Tall Pines Fee Liability
 Management Agreement for the Dells Lodge Exhibit 7.6 New Dells Management Agreement
 License Agreement for Dells Lodge
 16




---



##### 



Exhibit 7.7 New Dells License Agreement
 Amendment of Management Agreement for Sandusky Lodge Exhibit 7.8
 Lender Consent
 Public Announcements
 Exclusivity
    Further Assurances
 17




---



##### 



Litigation Support
 Confidentiality Confidential
Information
 Base Fee Adjustment
 18




---



##### 



ARTICLE VIII
  Indemnity Obligations of Seller and Manager Purchaser Indemnitees Losses
   Indemnity Obligations of Purchaser Seller Indemnitees
   Indemnification Procedures
 Third Party Claims Indemnified
Party Required Notice
 19




---



##### 



Indemnifying Party
 Non-Third Party Claims
 20




---



##### 



Expiration of Representations and Warranties provided however provided further,
 Exclusive Remedy
 21




---



##### 



ARTICLE IX
  Taxable Periods That Begin Before and End After the Closing Date Straddle Period
 Tax Returns
   Tax Contest provided however
 22




---



##### 



ARTICLE X
  Certain Definitions
 Affiliate
 Books and Records
 Business
 23




---



##### 



Business Day
 CNL Advisor
 Code
 Consent
 Contract
 Environmental Law
 GAAP
 Governmental Approval
 Governmental Body
 Guarantor
 Hazardous Material
 24




---



##### 



Indebtedness
 Intellectual Property
 IRS
 Law
 Legal Proceeding
 25




---



##### 



Lender
 Liability
 License Fee Agreements
 Lien
 Lodge Resort
 Losses
 Material Adverse Change Material Adverse Effect
 Order
 Organizational Documents
 Outside Closing Date
 Owner Subsidiaries
 Owner Subsidiary
 Partnership Interest
 Permit
 26




---



##### 



Permitted Encumbrances
 Person
 Pre-Closing Tax Period
 Purchaser Indemnitees
 Release
 Sellers Knowledge
 Subsidiary
 Tax Taxes
 Tax Return
 27




---



##### 



Tenant Subsidiaries
 Tenant Subsidiary
 Transaction Document(s)
 Treasury Regulations
 Payment of Sales, Use or Similar Taxes; Transfer Taxes Transfer Taxes provided however
 Expenses
 Default Defaulting
Party Non-Defaulting
Party
 Submission to Jurisdiction; Consent to Service of Process
 28




---



##### 



Entire Agreement; Amendments and Waivers
 Governing Law
 Table of Contents and Headings
 Notices
 29




---



##### 



If to Purchaser, to:
 
 With a copy to:
 
 If to Seller or Manager, to:
 
  Severability
 Binding Effect; Assignment
 30




---



##### 



No Third Party Beneficiary
 Further Assurances
 Notification of Certain Matters
 Arms Length Negotiation
 Waiver of Jury Trial THE PARTIES TO THIS AGREEMENT EACH HEREBY WAIVES, TO THE
FULLEST EXTENT PERMITTED BY LAW, ANY RIGHT TO TRIAL BY JURY OF ANY CLAIM, DEMAND, ACTION OR CAUSE
OF ACTION (a) ARISING UNDER THIS AGREEMENT OR (b) IN ANY WAY CONNECTED WITH OR RELATED OR
INCIDENTAL TO THE DEALINGS OF THE PARTIES HERETO IN RESPECT OF THIS AGREEMENT OR ANY OF THE
TRANSACTIONS RELATED HERETO, IN EACH CASE WHETHER NOW EXISTING OR HEREAFTER ARISING, AND WHETHER IN
CONTRACT, TORT, EQUITY OR OTHERWISE. THE PARTIES TO THIS AGREEMENT EACH HEREBY AGREES AND CONSENTS
THAT ANY SUCH CLAIM, DEMAND, ACTION OR CAUSE OF ACTION SHALL BE DECIDED BY COURT TRIAL WITHOUT A
JURY AND THAT THE PARTIES TO THIS AGREEMENT MAY FILE AN ORIGINAL COUNTERPART OF A COPY OF THIS
AGREEMENT WITH ANY COURT AS WRITTEN EVIDENCE OF THE CONSENT OF THE PARTIES HERETO TO THE WAIVER OF
THEIR RIGHT TO TRIAL BY JURY.
 31




---



##### 



No Presumption Against Drafter
 Definitional and Interpretive Matters
 Construction Rules
 Counterparts
 (THE REMAINDER OF THIS PAGE WAS INTENTIONALLY LEFT BLANK; THE
PARTIES SIGNATURES ARE ON THE FOLLOWING PAGE)
 32




---



##### 



IN WITNESS WHEREOF
 GREAT BEAR LODGE OF WISCONSIN
DELLS, LLC, a Delaware limited liability
companyBy:
    
    /s/Name:Title:GREAT LAKES SERVICES, LLC, a
Delaware limited liability companyBy:
    
    /s/Name:Title:CNL INCOME PARTNERS, LP, a Delaware
limited partnership
 By:
    
    CNL Income GP Corp., a Delaware
corporation, its sole General PartnerBy:
    
    /s/Name:Title:
 33