Fourth Amendment to Omnibus Lease Resolution Agreement dated April 6, 2011 and e



 Exhibit 10.13 
 FOURTH AMENDMENT 
 TO 

OMNIBUS LEASE RESOLUTION AGREEMENT 
 THIS FOURTH AMENDMENT TO OMNIBUS LEASE RESOLUTION AGREEMENT (this “Fourth Amendment”) is entered into as of April 6, 2011 and made effective as of January 1, 2011,
by and among (i) PREMIER GOLF MANAGEMENT, INC., a Delaware corporation (“PGMI”), (ii) JOE R. MUNSCH, an individual (“Munsch”), (iii) those entities set forth on Schedule
1 attached to this Amendment (each individually, a “Landlord” and, collectively, the “Landlords”), (iv) CNL INCOME PARTNERS, LP, a Delaware limited partnership
(“CNL” and, collectively with the Landlords, the “CNL Parties”), and (v) and EVERGREEN ALLIANCE GOLF LIMITED, L.P., a Delaware limited partnership (“Tenant” and,
collectively, with PGMI and Munsch, the “PGMI Parties”) (PGMI, Munsch, each Landlord, CNL and Tenant, individually, a “Party” and, collectively, the “Parties”). 

R E C I T A L S 
 WHEREAS, the Parties entered into that certain Omnibus Lease Resolution Agreement dated as of October 29, 2008 (the “Original Omnibus Agreement”), as amended by that
certain First Amendment to Omnibus Lease Resolution Agreement dated as of December 30, 2008, as further amended by that certain Second Amendment to Omnibus Lease Resolution Agreement dated as of February 5, 2009, and as further amended by
that certain Third Amendment to Omnibus Lease Resolution Agreement dated as of March 27, 2009 (the “Third Amendment” and, collectively with the Original Omnibus Agreement and the foregoing amendments thereto, the
“Omnibus Agreement); and 
 WHEREAS, the Parties desire to enter into this Fourth Amendment for the
purpose of memorializing and confirming their understandings and agreements relative to amendments and modifications to the terms and provisions in the Omnibus Agreement; and 
 WHEREAS, all defined terms used in this Fourth Amendment, as indicated by the initial capitalization thereof, shall, unless otherwise expressly defined herein, have the same meaning ascribed
thereto in the Omnibus Agreement or the Amended and Restated Leases (as defined in the Third Amendment), as applicable. 

NOW, THEREFORE, for and in consideration of the foregoing and other good and valuable considerations, the receipt and sufficiency
of which is hereby acknowledged, the Parties agree as follows: 
 1. Notices to CNL Party(ies). With respect to all
notices to be addressed to a CNL Party or the CNL Parties, the applicable portion of Section 18(a)(i) of the Original Omnibus Agreement shall be amended in its entirety to read as follows: 

 

					
	 “if to a CNL Party or the

CNL Parties:
	 	 c/o CNL Lifestyle Properties, Inc.
 450 S. Orange Avenue
 Orlando, Florida 32801

		 	Attention:	  	 Tammie A. Quinlan, Chief Financial
 Officer, and Holly Greer, Vice President
 and Associate General Counsel

		 	Fax:     (407) 540-2544
		 	Phone: (407) 650-1000”








 2. Minimum Rent Reductions. 

(a) The first paragraph of Section 3 (Minimum Rent Reductions) of Exhibit C to the Third Amendment
shall be amended in its entirety to read as follows: 
 “The Leases shall be revised to reflect that the
Lease Rate upon which Minimum Rent is calculated shall be 6.25% for the period commencing on the effective date of the Amended and Restated Leases and ending on December 31, 2009. The Lease Rate for all Amended and Restated Leases shall be
subject to annual adjustment in accordance with the schedule attached hereto as Exhibit C-1 based upon the aggregate Total Facility Revenue thresholds set forth in Exhibit C-1; provided, however, that (a) the Lease
Rate shall be subject to a floor rate, with such floor rate to increase annually in accordance with the “Lease Rate Floor Schedule” table set forth on Exhibit C-1, regardless of the amount of Total Facility Revenues for the
applicable Lease Year (each, a “Minimum Rent Lease Rate Floor”), and (b) the Minimum Rent Lease Rate cap shall be 9.50% (the “Minimum Rent Lease Rate Cap”). Commencing in Lease Year 2011 and for each Lease Year
thereafter, the Lease Rate under the Amended and Restated Leases shall be the greater of (i) the Lease Rate depicted in the “Minimum Rent Schedule” on Exhibit C-1 based upon the aggregate Total Facility Revenues for the
immediately preceding Lease Year, or (ii) the Lease Rate depicted in the “Minimum Rent Lease Rate Floor Schedule” on Exhibit C-1 for the then current Lease Year. By way of example: if aggregate Total Facility Revenues for Lease
Year 2012 are $144,000,000.00, then the Lease Rate for Lease Year 2013 shall be 5.50%; and if aggregate Total Facility Revenues for Lease Year 2012 are $137,000,000.00, then the Lease Rate for Lease Year 2013 shall be 5.25%, and not 5.00%, because
the Minimum Rent Lease Rate Floor for Lease Year 2013 is 5.25%.” 
 (b) Exhibit C-1 (Minimum Rent
Lease Rate/Annual Capex Reserve Percentage Schedules) to the Third Amendment shall be amended in its entirety to read set forth on “Exhibit C-1 (Minimum Rent Lease Rate/Annual Capex Reserve Percentage Schedules)” attached to this
Third Amendment. 
 3. Landlords’ Termination Rights. Section 4(i) of Exhibit C to the Third
Amendment shall be amended in its entirety to read as follows: 
 “The Leases shall be revised to reflect
that, at any time during the first five (5) Lease Years after the effective date of the Amended and Restated Leases, Landlords shall have the right to terminate up to twenty-five (25) of the Amended and Restated Leases, to be selected by
Landlords in their sole and absolute discretion, at no cost to Landlords.” 







 4. Required Variable Security Deposit Reserve Balance Schedule to the Amended and
Restated Leases. Exhibit D (Required Variable Security Deposit Reserve Balance Schedule) to the Third Amendment shall be amended in its entirety to read as set forth on the replacement “Exhibit D (Required Variable Security
Deposit Reserve Balance Schedule)” attached to this Fourth Amendment. 
 5. Ratification. The terms and provisions
in the Omnibus Agreement are deemed amended if and to the extent inconsistent with the terms and provisions in this Fourth Amendment. Otherwise, the terms and provisions in the Omnibus Agreement are hereby ratified and confirmed by the Parties.

 6. Binding Effect. This Fourth Amendment shall be binding upon, and inure to the benefit of, the Parties hereto and
their respective successors and assigns. 
 7. No Other Amendment. Except as modified herein, all other terms and
conditions of the Omnibus Agreement shall continue in full force and effect. 
 8. Execution of Fourth Amendment. A Party
may deliver executed signature pages to this Fourth Amendment by facsimile or electronic transmission to the other Party, which facsimile or electronic copy shall be deemed to be an original executed signature page. This Fourth Amendment may be
executed in any number of counterparts, each of which shall be deemed an original and all of which counterparts together shall constitute one agreement with the same effect as if the Parties hereto had signed the same signature page. 

Signatures appear on following pages. 







 IN WITNESS WHEREOF, each Party has caused this Fourth Amendment to be executed and delivered
in its name by a duly authorized officer as of the date first set forth above. 
 PGMI PARTIES 

 

											
	PGMI:	 		 	 PREMIER GOLF MANAGEMENT, INC.,
 a Delaware corporation

				
		 		 		 	/s/ Lynn Marie Mallery
		 		 		 	Name:	 	Lynn Marie Mallery
		 		 		 	Title:	 	Vice President
			
	MUNSCH:	 		 	/s/ Joe R. Muncsh
		 		 		 	JOE R. MUNSCH, individual
			
	TENANT:	 		 	 EVERGREEN ALLIANCE GOLF LIMITED, L.P.,
 a Delaware limited partnership

					
		 		 		 	By:	 	 PREMIER GOLF EAGL GP, L.L.C.,
 a Delaware limited liability company,
 General Partner

		 		 	
					
		 		 		 	By:	 	/s/ Lynn Marie Mallery
		 		 		 		 	Name:	 	Lynn Marie Mallery
		 		 		 		 	Title:	 	Vice President








 CNL PARTIES 

 

											
	LANDLORDS:	 		 	 CNL INCOME EAGL SOUTHWEST GOLF, LLC, 
 a Delaware limited liability company

					
		 		 		 	By:	 	/s/ Holly Greer
		 		 		 		 	Name:	 	Holly Greer
		 		 		 		 	Title:	 	Vice President
			
		 		 	 CNL INCOME EAGL WEST GOLF, LLC,
 a Delaware limited liability company

					
		 		 		 	By:	 	/s/ Holly Greer
		 		 		 		 	Name:	 	Holly Greer
		 		 		 		 	Title:	 	Vice President
			
		 		 	 CNL INCOME EAGL NORTH GOLF, LLC, 
 a Delaware limited liability company

					
		 		 		 	By:	 	/s/ Holly Greer
		 		 		 		 	Name:	 	Holly Greer
		 		 		 		 	Title:	 	Vice President
			
		 		 	 CNL INCOME EAGL MIDWEST GOLF, LLC, 
 a Delaware limited liability company

					
		 		 		 	By:	 	/s/ Holly Greer
		 		 		 		 	Name:	 	Holly Greer
		 		 		 		 	Title:	 	Vice President
			
		 		 	 CNL INCOME EAGL MIDEAST GOLF, LLC, 
 a Delaware limited liability company

					
		 		 		 	By:	 	/s/ Holly Greer
		 		 		 		 	Name:	 	Holly Greer
		 		 		 		 	Title:	 	Vice President
			
		 		 	 CNL INCOME EAGL LEASEHOLD GOLF, LLC, 
 a Delaware limited liability company

					
		 		 		 	By:	 	/s/ Holly Greer
		 		 		 		 	Name:	 	Holly Greer
		 		 		 		 	Title:	 	Vice President









											
		 		 	 CNL INCOME EAGL MEADOWLARK, LLC, 
 a Delaware limited liability company

					
		 		 		 	By:	 	/s/ Holly Greer
		 		 		 		 	 Name:
 Title:
	 	 Holly Greer
 Vice
President

			
		 		 	 CNL INCOME EAGL LAS VEGAS, LLC, 
 a Delaware limited liability company

					
		 		 		 	By:	 	/s/ Holly Greer
		 		 		 		 	 Name:
 Title:
	 	 Holly Greer
 Vice
President

			
		 		 	 CNL INCOME CANYON SPRINGS, LLC, 
 a Delaware limited liability company

					
		 		 		 	By:	 	/s/ Holly Greer
		 		 		 		 	 Name:
 Title:
	 	 Holly Greer
 Vice
President

			
		 		 	 CNL INCOME CINCO RANCH, LLC, 
 a Delaware limited liability company

					
		 		 		 	By:	 	/s/ Holly Greer
		 		 		 		 	 Name:
 Title:
	 	 Holly Greer
 Vice
President

			
		 		 	 CNL INCOME FOSSIL CREEK, LLC, 
 a Delaware limited liability company

					
		 		 		 	By:	 	/s/ Holly Greer
		 		 		 		 	 Name:
 Title:
	 	 Holly Greer
 Vice
President

			
		 		 	 CNL INCOME PLANTATION, LLC, 
 a Delaware limited liability company

					
		 		 		 	By:	 	/s/ Holly Greer
		 		 		 		 	 Name:
 Title:
	 	 Holly Greer
 Vice
President










											
		 		 	 CNL INCOME CLEAR CREEK, LLC, 
 a Delaware limited liability company

					
		 		 		 	By:	 	/s/ Holly Greer
		 		 		 		 	 Name:
 Title:
	 	 Holly Greer
 Vice
President

			
		 		 	 CNL INCOME LAKE PARK, LLC, 
 a Delaware limited liability company

					
		 		 		 	By:	 	/s/ Holly Greer
		 		 		 		 	 Name:
 Title:
	 	 Holly Greer
 Vice
President

			
		 		 	 CNL INCOME MANSFIELD, LLC, 
 a Delaware limited liability company

					
		 		 		 	By:	 	/s/ Holly Greer
		 		 		 		 	 Name:
 Title:
	 	 Holly Greer
 Vice
President

			
		 		 	 CNL INCOME CINCO RANCH, LLC, 
 a Delaware limited liability company

					
		 		 		 	By:	 	/s/ Holly Greer
		 		 		 		 	 Name:
 Title:
	 	 Holly Greer
 Vice
President

			
		 		 	 CNL INCOME MESA DEL SOL, LLC, 
 a Delaware limited liability company

					
		 		 		 	By:	 	/s/ Holly Greer
		 		 		 		 	 Name:
 Title:
	 	 Holly Greer
 Vice
President

			
		 		 	 CNL INCOME LAKERIDGE, LLC, 
 a Delaware limited liability company

					
		 		 		 	By:	 	/s/ Holly Greer
		 		 		 		 	 Name:
 Title:
	 	 Holly Greer
 Vice
President










											
		 		 	 CNL INCOME ROYAL MEADOWS, LLC, 
 a Delaware limited liability company

					
		 		 		 	By:	 	/s/ Holly Greer
		 		 		 		 	 Name:
 Title:
	 	 Holly Greer
 Vice
President

			
		 		 	 CNL INCOME PAINTED HILLS, LLC, 
 a Delaware limited liability company

					
		 		 		 	By:	 	/s/ Holly Greer
		 		 		 		 	 Name:
 Title:
	 	 Holly Greer
 Vice
President

			
		 		 	 CNL INCOME FOX MEADOW, LLC, 
 a Delaware limited liability company

					
		 		 		 	By:	 	/s/ Holly Greer
		 		 		 		 	 Name:
 Title:
	 	 Holly Greer
 Vice
President

			
		 		 	 CNL INCOME WEYMOUTH, LLC, 
 a Delaware limited liability company

					
		 		 		 	By:	 	/s/ Holly Greer
		 		 		 		 	 Name:
 Title:
	 	 Holly Greer
 Vice
President

			
		 		 	 CNL INCOME SIGNATURE OF SOLON, LLC, 
 a Delaware limited liability company

					
		 		 		 	By:	 	/s/ Holly Greer
		 		 		 		 	 Name:
 Title:
	 	 Holly Greer
 Vice
President










											
		 		 	 GRAPEVINE GOLF CLUB, L.P., 
 a Delaware limited partnership

					
		 		 		 	By:	 	 GRAPEVINE GOLF, L.L.C.,
 a Delaware limited liability company,
 General Partner

					
		 		 		 	By:	 	/s/ Holly Greer
		 		 		 		 	 Name:
 Title:
	 	 Holly Greer
 Vice
President

			
	CNL:	 		 	 CNL INCOME PARTNERS, LP,
 a Delaware limited partnership

					
		 		 		 	By:	 	 CNL INCOME GP CORP.,
 a Delaware corporation

					
		 		 		 	By:	 	/s/ Holly Greer
		 		 		 		 	 Name:
 Title:
	 	 Holly Greer
 Vice
President









 SCHEDULE 1 

LANDLORDS 
  

	1.	CNL Income Canyon Springs, LLC, a Delaware limited liability company 

  

	2.	CNL Income Cinco Ranch, LLC, a Delaware limited liability company 

  

	3.	CNL Income Fossil Creek, LLC, a Delaware limited liability company 

  

	4.	CNL Income Plantation, LLC, a Delaware limited liability company 

  

	5.	CNL Income Clear Creek, LLC, a Delaware limited liability company 

  

	6.	CNL Income Lake Park, LLC, a Delaware limited liability company 

  

	7.	CNL Income Mansfield, LLC, a Delaware limited liability company 

  

	8.	CNL Income Mesa Del Sol, LLC, a Delaware limited liability company 

  

	9.	CNL Income Lakeridge, LLC, a Delaware limited liability company 

  

	10.	CNL Income Royal Meadows, LLC, a Delaware limited liability company 

  

	11.	CNL Income Painted Hills, LLC, a Delaware limited liability company 

  

	12.	CNL Income Fox Meadow, LLC, a Delaware limited liability company 

  

	13.	CNL Income Weymouth, LLC, a Delaware limited liability company 

  

	14.	CNL Income Signature of Solon, LLC, a Delaware limited liability company 

  

	15.	Grapevine Golf Club, LP, a Delaware limited partnership 

  

	16.	CNL Income EAGL Southwest Golf, LLC, a Delaware limited liability company 

  


	17.	CNL Income EAGL West Golf, LLC, a Delaware limited liability company 

  

	18.	CNL Income EAGL North Golf, LLC, a Delaware limited liability company 

  

	19.	CNL Income EAGL Midwest Golf, LLC, a Delaware limited liability company 

  

	20.	CNL Income EAGL Mideast Golf, LLC, a Delaware limited liability company 

  

	21.	CNL Income EAGL Leasehold Golf, LLC, a Delaware limited liability company 

  


	22.	CNL Income EAGL Meadowlark, LLC, a Delaware limited liability company 

  

	23.	CNL Income EAGL Las Vegas, LLC, a Delaware limited liability company 








 “EXHIBIT C-1 

MINIMUM RENT/ANNUAL CAPEX RESERVE PERCENTAGE SCHEDULES 

Minimum Rent Lease Rate/Annual Capex Reserve Schedule: 

 

									
	 Tranches
	  	 Minimum Aggregate Annual
Total Facility Revenues
($):
	  	 Maximum Aggregate Annual
Total Facility Revenues
($):
	  	 Lease Rate:
	  	 Annual Capex Reserve
Percentage

	Tranche 1	  	0	  	130,238,095	  	4.25%	  	2.00%
	 Tranche 2
	  	130,238,096	  	133,476,190	  	4.50%	  	2.10%
	 Tranche 3
	  	133,476,191	  	136,714,286	  	4.75%	  	2.20%
	 Tranche 4
	  	136,714,287	  	139,952,381	  	5.00%	  	2.30%
	 Tranche 5
	  	139,952,382	  	143,190,476	  	5.25%	  	2.40%
	 Tranche 6
	  	143,190,477	  	146,428,571	  	5.50%	  	2.50%
	 Tranche 7
	  	146,428,571	  	149,666,667	  	5.75%	  	2.60%
	 Tranche 8
	  	149,666,668	  	152,904,762	  	6.00%	  	2.70%
	 Tranche 9
	  	152,904,763	  	156,142,857	  	6.25%	  	2.80%
	 Tranche 10
	  	156,142,858	  	159,380,952	  	6.50%	  	2.90%
	 Tranche 11
	  	159,380,953	  	162,619,048	  	6.75%	  	3.00%
	 Tranche 12
	  	162,619,049	  	165,857,143	  	7.00%	  	3.00%
	 Tranche 13
	  	165,857,144	  	169,095,238	  	7.25%	  	3.10%
	 Tranche 14
	  	169,095,239	  	172,333,333	  	7.50%	  	3.20%
	 Tranche 15
	  	172,333,334	  	175,571,429	  	7.75%	  	3.30%
	 Tranche 16
	  	175,571,430	  	178,809,524	  	8.00%	  	3.40%
	 Tranche 17
	  	178,809,525	  	182,047,619	  	8.25%	  	3.50%
	 Tranche 18
	  	182,047,620	  	185,285,714	  	8.50%	  	3.60%
	 Tranche 19
	  	185,285,715	  	188,523,810	  	8.75%	  	3.70%
	 Tranche 20
	  	188,523,811	  	191,761,905	  	9.00%	  	3.80%
	 Tranche 21
	  	191,761,906	  	195,000,000	  	9.25%	  	3.90%
	 Tranche 22
	  	195,000,001	  	Above 195,000,001	  	9.50%	  	4.00%

 Minimum Rent Lease
Rate Floor Schedule: 
  

			
	 Floor
	  	 Year

	5.25%	  	Year 2 (2010)
	 4.25%
	  	Year 3 (2011)
	 4.75%
	  	Year 4 (2012)
	 5.25%
	  	Year 5 (2013)
	 5.75%
	  	Year 6 (2014)
	 6.25%
	  	Year 7 (2015)









			
	 6.45%
	  	Year 8 (2016)
	 6.65%
	  	Year 9 (2017)
	 6.85%
	  	Year 10 (2018)
	 7.05%
	  	Year 11 (2019)
	 7.25%
	  	Year 12 (2020)
	 7.45%
	  	Year 13 (2021)
	 7.65%
	  	Year 14 (2022)
	 7.85%
	  	Year 15 (2023)
	 8.05%
	  	Year 16 (2024)
	 8.25%
	  	Year 17 (2025)
	 8.45%
	  	Year 18 (2026)
	 8.65%
	  	Year 19 (2027)
	 8.85%
	  	Year 20 (2028)”








 “EXHIBIT D 

REQUIRED VARIABLE SECURITY DEPOSIT BALANCE SCHEDULE 

 

			
	 Accounting Period
	  	Required Variable
Security Deposit Balance 
($)
	 February 2009
	  	1,450,000
	 March 2009
	  	1,950,000
	 April 2009
	  	3,975,000
	 May 2009
	  	6,300,000
	 June 2009
	  	8,850,000
	 July 2009
	  	9,435,000
	 August 2009
	  	9,435,000
	 September 2009
	  	9,350,000
	 October 2009
	  	8,930,000
	 November 2009
	  	7,505,000
	 December 2009
	  	4,940,000
	 January 2010
	  	4,900,000
	 February 2010
	  	6,700,000
	 March 2010
	  	5,700,000
	 April 2010
	  	5,200,000
	 May 2010
	  	5,200,000
	 June 2010
	  	3,500,000
	 July 2010
	  	3,500,000
	 August 2010
	  	3,500,000
	 September 2010
	  	2,500,000
	 October 2010 and each month thereafter through December 2015
	  	1,500,000
	 January 2016 and each month thereafter
	  	10,000,000”