Exhibit 10.7


    Exhibit
      10.7

    


     

    FIFTH
      AMENDMENT TO RENEWAL AGREEMENT

     

    THIS
      FIFTH AMENDMENT TO RENEWAL AGREEMENT (this
      “Fifth Amendment”), dated
      as
      of October 31, 2005, is between CNL
      HOTELS & RESORTS, INC. (f/k/a
      CNL Hospitality Properties, Inc.), a Maryland corporation (the “Company”), and
CNL
      HOSPITALITY CORP.,
      a
      Florida corporation (the “Advisor”). (Each a “Party”, and collectively the
“Parties”). Defined terms used herein but not otherwise defined shall have the
      meanings ascribed to such terms in that certain Renewal Agreement, dated as
      of
      March 31, 2005, by and between the Parties (the “Renewal
      Agreement”).

     

    R
      E C I T A L S: 

     

    WHEREAS,
      the
      Parties previously have entered into the Renewal Agreement; and

     

    WHEREAS,
      Paragraph Three of the Renewal Agreement provided that i)
      in the
      event that the Parties cannot agree, after good faith negotiations, upon a
      new
      Rate on or before July 1, 2005 (the “Arbitration Date”), the Parties shall
      submit the determination of the Rate to binding arbitration, so long as such
      arbitration shall not be inconsistent with applicable law or the Company’s
      Articles of Amendment and Restatement, as amended (the “Charter”), and
ii)
      if it is
      determined by the Company that arbitration is specifically inconsistent with
      applicable law or the Charter, the Company shall notify the Advisor in writing
      prior to July 1, 2005 (the “Notification Date”) and the Parties will negotiate
      in good faith to agree upon an alternative method to determine the new Rate;
      

     

    WHEREAS,
      the
      Parties agreed to extend until August 1, 2005 the Arbitration Date and the
      Notification Date under the terms of the First Amendment to Renewal Agreement,
      dated as of June 30, 2005 (the “First Amendment”); 

     

    WHEREAS,
      the
      Parties agreed to extend until September 1, 2005 the Arbitration Date and the
      Notification Date under the terms of the Second Amendment to Renewal Agreement,
      dated as of July 29, 2005 (the “Second Amendment”); and

     

    WHEREAS,
      the
      Parties agreed to extend until October 1, 2005 the Arbitration Date and the
      Notification Date under the terms of the Third Amendment to Renewal Agreement,
      dated as of August 30, 2005 (the “Third Amendment”); and

     

    WHEREAS,
      the
      Parties agreed to extend until November 1, 2005 the Arbitration Date and the
      Notification Date under the terms of the Fourth Amendment to Renewal Agreement,
      dated as of September 29, 2005 (the “Fourth Amendment”); and

     

    WHEREAS,
      the
      Parties desire to extend until December 1, 2005 the Arbitration Date and the
      Notification Date upon the terms and conditions set forth herein.

     

    NOW,
      THEREFORE, in
      consideration of the foregoing and of the mutual covenants and agreements
      contained herein, the Parties agree as follows:

     

    1. Paragraph
      Three of the Renewal Agreement (as amended by the First Amendment, the Second
      Amendment, the Third Amendment and the Fourth Amendment) is amended by deleting
      the reference to November 1, 2005 in each of the fifth and sixth sentences
      and
      replacing such date with December 1, 2005.

     

    2. Except
      as
      amended above, the Renewal Agreement shall remain in full force and effect.
      

     

    3. This
      Fifth Amendment may be executed in counterparts, each of which shall be deemed
      an original and all of which, together, shall constitute a single
      instrument.

     

    IN
      WITNESS WHEREOF,
      the
      Parties have duly executed this Fifth Amendment as of the date and year first
      above written. 

    


     

    
      	 	 	 
	 	CNL
              HOTELS & RESORTS, INC.
	 
 	 
 	 
 
	 	By:  	/s/ C.
              Brian Strickland
	 	
              
Name: C.
              Brian Strickland
	 	
              Its: Executive
                Vice President and Secretary 

            


    

     

     

    
      	 	 	 
	 	CNL
              HOSPITALITY CORP.
	 
 	 
 	 
 
	 	By:  	/s/ James
              M. Seneff
	 	
              
Name: James
              M. Seneff
	 	Its:: Director
              and Chairman