Second Amendment to Renewal of Advisor Agreement


    
      

    


     

    Exhibit
      10.4

     

    SECOND
      AMENDMENT TO RENEWAL AGREEMENT

     

    THIS
      SECOND AMENDMENT TO RENEWAL AGREEMENT (this
      “Second Amendment”), dated
      as
      of July 29, 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

     

    1)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;
      and

     

    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”); and

     

    WHEREAS,
      the
      Parties desire to extend until September 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) is amended
      by
      deleting the reference to August 1, 2005 in each of the fifth and sixth
      sentences and replacing such date with September 1, 2005.

     

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

     

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

     

    SIGNATURES
      APPEAR ON THE FOLLOWING PAGE

    



     

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

    


    
      	 	 	 
	 	       
              CNL HOTELS & RESORTS, INC.
	 
 	 
 	 (f/k/a
              Cnl Hospitality Properties, Inc.)
 
	 	By:  	/s/ C.
              Brian Strickland
	 	
              
Name:
              C. Brian Strickland
	 	Its:
              Executive Vice President


    

     

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