Exhibit 10.19


    
      

    

    Exhibit
      10.19

    
 

    Published
      CUSIP Number: 12617SAC2  

    


    


     

    


    THIRD
      AMENDMENT TO CREDIT AGREEMENT

    


    Effective
      as of June 30, 2006

    


    among

    CNL
      HOSPITALITY PARTNERS, LP,

    as
      Borrower,

    


    CNL
      HOTELS & RESORTS, INC.,

    as
      Parent,

    


    BANK
      OF AMERICA, N.A.,

    as
      Administrative Agent and L/C Issuer,

    


    and

    The
      Other
      Lenders Party Hereto

     

    


    WACHOVIA
      BANK NATIONAL ASSOCIATION

    and

    DEUTSCHE
      BANK TRUST COMPANY AMERICAS,

    as
      Co-Syndication Agents

    


    


    CALYON
      NEW YORK BRANCH

    and

    CITICORP
      NORTH AMERICA, INC.,

    as
      Co-Documentation Agents

    


    BANC
      OF AMERICA SECURITIES LLC,

    as

    Sole
      Lead
      Arranger and Sole Book Manager

    



    
      
         

      

      
         

        
          

        

      

      
         

        
          


           

        

      

    



    


    THIRD
      AMENDMENT TO CREDIT AGREEMENT

    THIS
      THIRD AMENDMENT TO CREDIT AGREEMENT (this “Agreement”)
      is
      effective as of June 30, 2006, by and among CNL
      HOSPITALITY PARTNERS, LP,
      a
      Delaware limited partnership (“Borrower”),
      CNL
      HOTELS
      & RESORTS,
      INC.,
      a
      Maryland corporation (“Parent”),
      each
      lender from time to time party hereto (collectively, the “Lenders”
and
      individually, a “Lender”),
      and
BANK
      OF AMERICA, N.A., as
      Administrative Agent and L/C Issuer.

    


    R E C I T A L S

    


    A. Reference
      is hereby made to that certain Credit Agreement dated as of September 30, 2005,
      executed by Borrower, Parent, the Lenders party thereto (“Existing
      Lenders”),
      and
      Administrative Agent (as amended, the “Credit
      Agreement”).

    


    B. Capitalized
      terms used herein shall, unless otherwise indicated, have the respective
      meanings set forth in the Credit Agreement.

    


    C. Borrower,
      Parent, Administrative Agent, and the Lenders desire to (a) increase the
      amount of the Total Commitment by (i) adding the new Lenders set forth on
Schedule 2.1
      hereto
      (“New
      Lenders;”
      Existing Lenders and New Lenders are collectively called “Lenders”)
      as
      Lenders in accordance with Section 2.13
      of the
      Credit Agreement, and (ii) having certain Existing Lenders increase their
      Commitment in accordance with Section 2.13
      of the
      Credit Agreement, and (b)  otherwise modify certain provisions contained in
      the Credit Agreement, in each case subject to the terms and conditions set
      forth
      herein.

    


    NOW,
      THEREFORE, for good and valuable consideration, the receipt and sufficiency
      of
      which are hereby acknowledged, the parties hereto agree as follows:

    


    1. Amendments
      to the Credit Agreement. 

    


    (a)  The
      definition of “Applicable
      Margin”
is
      hereby deleted in its entirety and replaced with the following:

    


    “Applicable
      Margin”
means
      (a) 1.25% per annum for Base Rate Loans and (b) 2.25% per annum for Eurodollar
      Rate Loans and Letters of Credit.

    


    (b) The
      definition of “Consolidated
      Leverage Ratio”
is
      hereby deleted in its entirety and replaced with the following:

    


    “Consolidated
      Leverage Ratio”
      means,
      for
      Parent and its Subsidiaries on a consolidated basis as of any date of
      determination,
      as of
      the last day of any fiscal quarter, the percentage of (a) Consolidated Funded
      Indebtedness (other than Excluded Contingent Obligations) to (b) the amount
      obtained by dividing (i) Consolidated EBITDA for the four (4) fiscal quarters
      ending on the date of determination by (ii) eight and one hundredths
      (.085).

    


    (c)  The
      definition of “Fund”
is
      hereby deleted in its entirety and replaced with the following:

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    


    


    “Fund”
means
      any Person (other than a natural person) that is (or will be) engaged in making,
      purchasing, holding or otherwise investing in commercial loans and similar
      extensions of credit in the ordinary course of its business.

    


    (d) Section
      1.1
      is
      hereby amended to add the following definitions of “Approved
      Fund,”
      “Assignee
      Group,”
      “Eligible
      Assignee,”
      “Fifth
      Mezzanine Borrower,”“Fifth
      Mezzanine Borrowing Date,”
and
      “Fifth
      Mezzanine Loan”
in
      the
      appropriate alphabetical order:

    


    “Approved
      Fund”
means
      any Fund that is administered or managed by (a) a Lender, (b)  an
      Affiliate of a Lender, or (c) an entity or an Affiliate of an entity that
      administers or manages a  Lender.

     

    “Assignee
      Group”
means
      two or more Eligible Assignees that are Affiliates of one another or two or
      more
      Approved Funds managed by the same investment advisor.

    


    “Eligible
      Assignee”
means
      any Person that meets the requirements to be an assignee under Section
      11.07(b)(iii),
      (v),
      and
(vi)
      (subject
      to such consents, if any, as may be required under Section
      11.07(b)(iii)). 

    


    “Fifth
      Mezzanine Borrower”
means
      CNL Resort Junior Mezz, LP, a Delaware limited partnership who is a wholly-owned
      indirect Subsidiary of Borrower.

    


    “Fifth
      Mezzanine Borrowing Date”
means
      the date that the first funding occurs under the Fifth Mezzanine
      Loan.

    


    “Fifth
      Mezzanine Loan”
means
      the mezzanine loan financing to Fifth Mezzanine Borrower of up to $100,000,000
      as contemplated and under terms and conditions set forth in that certain Loan
      and Security Agreement dated as of January 9, 2006, between CNL Resort
      Hotel, LP, CNL Resort Silver Properties, LP, CNL Grand Wailea Resort, LP, CNL
      Biltmore Resort, LP, CNL Claremont Resort, LP, and CNL Desert Resort, LP, as
      Borrowers, and German American Capital Corporation, as Lender, and the related
      Mezzanine Loan Agreements as referenced therein.

     

    (e) Section
      2.04
      is
      hereby amended to add the following subsection
      (c):

    


    (c) Any
      amounts borrowed by the Fifth Mezzanine Borrower under the Fifth Mezzanine
      Loan
      shall be immediately applied to prepay the Loans on a dollar-for-dollar basis,
      in each case until the Total Outstandings are not more than the lesser of (a)
      $200,000,000 and (b) sixty percent (60%) of the Borrowing Base.


    


    (f)  Section
      2.05 is
      hereby
      deleted in its entirety and replaced with the following:

    


    2.05 Termination
      or Reduction of Commitments. 

    


    (a) Voluntary
      Reductions. 
      Borrower
      may, upon notice to Administrative Agent, which notice shall be irrevocable,
      terminate the Aggregate Commitments, or from time to time permanently reduce
      the
      Aggregate Commitments; provided that
      (i) any
      such notice shall be received by Administrative Agent not later than 11:00
      a.m.
      five (5) Business Days prior to the date of termination or reduction, (ii)
      any
      such partial reduction shall be in an aggregate amount of $10,000,000 or any
      whole multiple of $1,000,000 in excess thereof, (iii) Borrower shall not
      terminate or reduce the Aggregate Commitments if, after giving effect thereto
      and to any concurrent prepayments hereunder, the Total Outstandings would exceed
      the Aggregate Commitments, and (iv) if, after giving effect to any reduction
      of
      the Aggregate Commitments, the Letter of Credit Sublimit exceeds the amount
      of
      the Aggregate Commitments, such Letter of Credit Sublimit shall be automatically
      reduced by the amount of such excess. 

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    


    (b) Mandatory
      Reduction. The
      Aggregate Commitments shall be permanently reduced dollar-for-dollar based
      upon
      the amount of all advances under the Fifth Mezzanine Loan, until the Aggregate
      Commitments are equal to not more than $200,000,000.

    


    (c) General
      Requirements. Administrative
      Agent will promptly notify the Lenders of any such notice of termination or
      reduction of the Aggregate Commitments. Any reduction of the Aggregate
      Commitments shall be applied to the Commitment of each Lender according to
      its
      Pro Rata Share. All utilization fees accrued until the effective date of any
      termination of the Aggregate Commitments shall be paid on the effective date
      of
      such termination.

    


    (g) 4.01(b)
      is
      hereby
      deleted in its entirety and replaced with the following:

    


    (b) The
      “Implied
      Loan Amount”
with
      respect to the Borrowing Base Properties means, as of the last day of any fiscal
      quarter or any other applicable date of determination during the term hereof,
      the product of (i) the Appraised Value (determined using the most-recent
      Acceptable Appraisal delivered to Administrative Agent as required hereunder)
      of
      the Borrowing Base Property, and (ii) seventy-five percent (75%), provided
      that on
      and after the Fifth Mezzanine Borrowing Date, such percentage shall be reduced
      to sixty percent (60%). Notwithstanding the foregoing, the amount attributable
      to the Borrowing Base with respect to (i) any single Borrowing Base Property
      shall not exceed thirty percent (30%) of the Borrowing Base, (ii) Borrowing
      Base
      Properties located in any single metropolitan statistical area shall not exceed
      thirty percent (30%) of the Borrowing Base, and (iii) all Borrowing Base
      Properties in operation for less than one (1) year shall not exceed fifteen
      percent (15%) of the Borrowing Base. As of the Closing Date, the Implied Loan
      Amount and the Appraised Value with respect to the Initial Borrowing Base
      Properties are set forth on Schedule 4.01.

    


    (h) 4.05(c)
      is
      hereby
      deleted in its entirety and replaced with the following:

    


    (c) Administrative
      Agent shall not release any Collateral or any portion of any Collateral unless,
      after giving effect to any such release (i) no Default or Event of Default
      exists, and (ii) the Borrowing Base equals or exceeds $100,000,000 after giving
      effect to such release.

    


    (i) Section
      5.02
      is
      hereby amended to add the following subsection
      (d):

    


    (d) With
      respect to any Request for Credit Extension that would result in the Total
      Outstandings exceeding $200,000,000, Administrative Agent shall be satisfied
      that (i) all
      necessary third-party consents have been obtained or amended and (ii) all
      actions have been taken and completed in order for Administrative Agent to
      maintain its first priority Liens in the Collateral,
      including, without limitation, the payment by the applicable Person of all
      mortgage, stamp, and filing taxes and all other fees related to the perfection
      of the Collateral and the filing of any amendments to any Mortgages, for the
      Obligations with respect to any Outstanding Amounts in excess of
      $200,000,000.

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    


    (j) Article
      VII
      is
      hereby amended to add the following Section
      7.26:

    


    7.26 Eligibility
      of Fifth Mezzanine Loan.  Borrower
      and Parent shall and shall cause Fifth Mezzanine Borrower and its subsidiaries
      to use their diligent best efforts to at all times remain eligible for the
      Fifth
      Mezzanine Loan.

    


    (k) Section
      8.15(a) is
      hereby
      deleted in its entirety and replaced with the following:

    


    (a) Consolidated
      Leverage Ratio.
      Parent
      shall not permit the Consolidated Leverage Ratio of Parent and its Subsidiaries
      on a consolidated basis, as of the last day of any fiscal quarter, to be greater
      than seventy-five percent (75%).

    


    (l) Section
      8.15(b) is
      hereby
      deleted in its entirety and replaced with the following:

    


    (b) Consolidated
      Fixed Charge Coverage Ratio.
      Parent
      shall not permit the Consolidated Fixed Charge Coverage Ratio of Parent and
      its
      Subsidiaries on a consolidated basis as of the last day of any fiscal quarter
      of
      Parent to be less than 1.40 to 1.0.

    


    (m) Section
      8.15(b) is
      hereby
      deleted in its entirety and replaced with the following:

    


    (c) Borrowing
      Base Debt Service Coverage Ratio.
      Parent
      and Borrower shall not permit, as of the last day of any fiscal quarter, the
      ratio of (i) Adjusted NOI for the Borrowing Base Properties as of such date
      for
      the twelve (12) month period ending on such date of determination, to (ii)
      Implied Debt Service, to be less than 1.35 to 1.0.

    


    (n)  Article
      VIII
      is
      hereby amended to add the following Section
      8.18:

    


    8.18 Fifth
      Mezzanine Loan.
      Borrower and Parent shall not permit (a) the proceeds (other than the
      customary closing costs related to the Fifth Mezzanine Loan) of advances under
      the Fifth Mezzanine Loan to be used for any other purpose until the same have
      been applied to repay the Total Outstandings and reduce the Aggregate
      Commitments as required by Section 2.04(c)
      and
Section
      2.05(b),
      and (b)
      any lien or other encumbrance to exist on the rights of the Fifth Mezzanine
      Borrower to obtain or in the required collateral for the Fifth Mezzanine Loan
      (or on the interests of Borrower in Fifth Mezzanine Borrower), or otherwise
      restrict the ability of the Fifth Mezzanine Borrower to obtain the Fifth
      Mezzanine Loan and advances thereunder.

    


    (o) Section
      11.07 is
      hereby
      deleted in its entirety and replaced with the following:

    


    11.07 Successors
      and Assigns.

    


    (a) Successors
      and Assigns Generally.
      The
      provisions of this Agreement shall be binding upon and inure to the benefit
      of
      the parties hereto and their respective successors and assigns permitted hereby,
      except that Borrower may not assign or otherwise transfer any of its rights
      or
      obligations hereunder without the prior written consent of Administrative Agent
      and each Lender and no Lender may assign or otherwise transfer any of its rights
      or obligations hereunder except (i) to an assignee in accordance with the
      provisions of subsection (b) of this Section, (ii) by way of participation
      in
      accordance with the provisions of subsection (d) of this Section, or (iii)
      by
      way of pledge or assignment of a security interest subject to the restrictions
      of subsection (f) of this Section
      11.07
      (and any
      other attempted assignment or transfer by any party hereto shall be null and
      void). Nothing in this Agreement, expressed or implied, shall be construed
      to
      confer upon any Person (other than the parties hereto, their respective
      successors and assigns permitted hereby, Participants to the extent provided
      in
      subsection (d) of this Section and, to the extent expressly contemplated hereby,
      the Related Parties of each of Administrative Agent, the L/C Issuer and the
      Lenders) any legal or equitable right, remedy or claim under or by reason of
      this Agreement.

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    


    (b) Assignments
      by Lenders.
      Any
      Lender may at any time assign to one or more assignees all or a portion of
      its
      rights and obligations under this Agreement (including all or a portion of
      its
      Commitment and the Loans (including for purposes of this subsection (b),
      participations in L/C Obligations) at the time owing to it); provided
      that any
      such assignment shall be subject to the following conditions:

    


    (i) Minimum
      Amounts.

    


    (A) in
      the
      case of an assignment of the entire remaining amount of the assigning Lender’s
      Commitment and the Loans at the time owing to it or in the case of an assignment
      to a Lender, an Affiliate of a Lender or an Approved Fund, no minimum amount
      need be assigned; and

    


    (B) in
      any
      case not described in subsection (b)(i)(A) of this Section, the aggregate amount
      of the Commitment (which for this purpose includes Loans outstanding thereunder)
      or, if the Commitment is not then in effect, the principal outstanding balance
      of the Loans of the assigning Lender subject to each such assignment, determined
      as of the date the Assignment and Assumption with respect to such assignment
      is
      delivered to Administrative Agent or, if “Trade Date” is specified in the
      Assignment and Assumption, as of the Trade Date, shall not be less than
      $1,000,000 unless each of Administrative Agent and, so long as no Event of
      Default has occurred and is continuing, Borrower otherwise consents (each such
      consent not to be unreasonably withheld or delayed); provided,
      however,
      that
      concurrent assignments to members of an Assignee Group and concurrent
      assignments from members of an Assignee Group to a single assignee (or to an
      assignee and members of its Assignee Group) will be treated as a single
      assignment for purposes of determining whether such minimum amount has been
      met.

    


    (ii) Proportionate
      Amounts.
      Each
      partial assignment shall be made as an assignment of a proportionate part of
      all
      the assigning Lender’s rights and obligations under this Agreement with respect
      to the Loans or the Commitment assigned; 

    


    (iii) Required
      Consents.
      No
      consent shall be required for any assignment except to the extent required
      by
      subsection (b)(i)(B) of this Section and, in addition:

    


    (A) the
      consent of Borrower (such consent not to be unreasonably withheld or delayed)
      shall be required unless (1) an Event of Default has occurred and is continuing
      at the time of such assignment or (2) such assignment is to a Lender, an
      Affiliate of a Lender or an Approved Fund;

    


    (B) the
      consent of Administrative Agent (such consent not to be unreasonably withheld
      or
      delayed) shall be required if such assignment is to a Person that is not a
      Lender, an Affiliate of such Lender or an Approved Fund with respect to such
      Lender; and

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    


    (C) the
      consent of the L/C Issuer (such consent not to be unreasonably withheld or
      delayed) shall be required for any assignment that increases the obligation
      of
      the assignee to participate in exposure under one or more Letters of Credit
      (whether or not then outstanding).

    


    (iv) Assignment
      and Assumption.
      The
      parties to each assignment shall execute and deliver to Administrative Agent
      an
      Assignment and Assumption, together with a processing and recordation fee in
      the
      amount, if any, required as set forth in Schedule
      11.07;
      provided,
      however,
      that
      Administrative Agent may, in its sole discretion, elect to waive such processing
      and recordation fee in the case of any assignment. The assignee, if it is not
      a
      Lender, shall deliver to Administrative Agent an Administrative
      Questionnaire.

    


    (v) No
      Assignment to Borrower.
      No such
      assignment shall be made to Borrower or any of Borrower’s Affiliates or
      Subsidiaries.

    


    (vi) No
      Assignment to Natural Persons.
      No such
      assignment shall be made to a natural person. Subject to acceptance and
      recording thereof by Administrative Agent pursuant to subsection (c) of this
      Section, from and after the effective date specified in each Assignment and
      Assumption, the assignee thereunder shall be a party to this Agreement and,
      to
      the extent of the interest assigned by such Assignment and Assumption, have
      the
      rights and obligations of a Lender under this Agreement, and the assigning
      Lender thereunder shall, to the extent of the interest assigned by such
      Assignment and Assumption, be released from its obligations under this Agreement
      (and, in the case of an Assignment and Assumption covering all of the assigning
      Lender’s rights and obligations under this Agreement, such Lender shall cease to
      be a party hereto) but shall continue to be entitled to the benefits of
Sections
      3.01,
      3.04,
      3.05,
      and
10.04
      with
      respect to facts and circumstances occurring prior to the effective date of
      such
      assignment. Upon request, Borrower (at its expense) shall execute and deliver
      a
      Note to the assignee Lender. Any assignment or transfer by a Lender of rights
      or
      obligations under this Agreement that does not comply with this subsection
      shall
      be treated for purposes of this Agreement as a sale by such Lender of a
      participation in such rights and obligations in accordance with subsection
      (d)
      of this Section.

    


    (c) Register.
      Administrative Agent, acting solely for this purpose as an agent of Borrower,
      shall maintain at Administrative Agent’s Office a copy of each Assignment and
      Assumption delivered to it and a register for the recordation of the names
      and
      addresses of the Lenders, and the Commitments of, and principal amounts of
      the
      Loans and L/C Obligations owing to, each Lender pursuant to the terms hereof
      from time to time (the “Register”).
      The
      entries in the Register shall be conclusive, and Borrower, Administrative Agent
      and the Lenders may treat each Person whose name is recorded in the Register
      pursuant to the terms hereof as a Lender hereunder for all purposes of this
      Agreement, notwithstanding notice to the contrary. The Register shall be
      available for inspection by Borrower and any Lender, at any reasonable time
      and
      from time to time upon reasonable prior notice.

    


    (d) Participations.
      Any
      Lender may at any time, without the consent of, or notice to, Borrower or
      Administrative Agent, sell participations to any Person (other than a natural
      person or Borrower or any of Borrower’s Affiliates or Subsidiaries) (each, a
“Participant”)
      in all
      or a portion of such Lender’s rights and/or obligations under this Agreement
      (including all or a portion of its Commitment and/or the Loans (including such
      Lender’s participations in L/C Obligations) owing to it); provided
      that
      (i) such Lender’s obligations under this Agreement shall remain unchanged,
      (ii) such Lender shall remain solely responsible to the other parties
      hereto for the performance of such obligations and (iii) Borrower,
      Administrative Agent, the Lenders and the L/C Issuer shall continue to deal
      solely and directly with such Lender in connection with such Lender’s rights and
      obligations under this Agreement. 

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    


    Any
      agreement or instrument pursuant to which a Lender sells such a participation
      shall provide that such Lender shall retain the sole right to enforce this
      Agreement and to approve any amendment, modification or waiver of any provision
      of this Agreement; provided
      that
      such agreement or instrument may provide that such Lender will not, without
      the
      consent of the Participant, agree to any amendment, waiver or other modification
      described in the first proviso to Section
      11.01
      that
      affects such Participant. Subject to subsection (e) of this Section, Borrower
      agrees that each Participant shall be entitled to the benefits of Sections
      3.01,
      3.04
      and
3.05 to
      the
      same extent as if it were a Lender and had acquired its interest by assignment
      pursuant to subsection (b) of this Section. To the extent permitted by law,
      each
      Participant also shall be entitled to the benefits of Section 11.15 as
      though
      it were a Lender, provided
      such
      Participant agrees to be subject to Section
      2.12
      as
      though it were a Lender.

    


    (e) Limitations
      upon Participant Rights.
      A
      Participant shall not be entitled to receive any greater payment under
Section
      3.01
      or
3.04 than
      the
      applicable Lender would have been entitled to receive with respect to the
      participation sold to such Participant, unless the sale of the participation
      to
      such Participant is made with Borrower’s prior written consent. A Participant
      that would be a Foreign Lender if it were a Lender shall not be entitled to
      the
      benefits of Section 3.01
      unless
      Borrower is notified of the participation sold to such Participant and such
      Participant agrees, for the benefit of Borrower, to comply with Section
      3.01(e)
      as
      though it were a Lender.

    


    (f) Certain
      Pledges.
      Any
      Lender may at any time pledge or assign a security interest in all or any
      portion of its rights under this Agreement (including under its Note, if any)
      to
      secure obligations of such Lender, including any pledge or assignment to secure
      obligations to a Federal Reserve Bank; provided
      that no
      such pledge or assignment shall release such Lender from any of its obligations
      hereunder or substitute any such pledgee or assignee for such Lender as a party
      hereto.

    


    (g) Electronic
      Execution of Assignments.
      The
      words “execution,” “signed,” “signature,” and words of like import in any
      Assignment and Assumption shall be deemed to include electronic signatures
      or
      the keeping of records in electronic form, each of which shall be of the same
      legal effect, validity or enforceability as a manually executed signature or
      the
      use of a paper-based recordkeeping system, as the case may be, to the extent
      and
      as provided for in any applicable law, including the Federal Electronic
      Signatures in Global and National Commerce Act, the New York State Electronic
      Signatures and Records Act, or any other similar state laws based on the Uniform
      Electronic Transactions Act.

    


    (h) Resignation
      as L/C Issuer after Assignment.
      Notwithstanding anything to the contrary contained herein, if at any time Bank
      of America assigns all of its Commitment and Loans pursuant to subsection (b)
      above, Bank of America may, upon thirty (30) days’ notice to Borrower and the
      Lenders, resign as L/C Issuer, Borrower shall be entitled to appoint from among
      the Lenders a successor L/C Issuer hereunder; provided,
      however,
      that no
      failure by Borrower to appoint any such successor shall affect the resignation
      of Bank of America as L/C Issuer, as the case may be. If Bank of America resigns
      as L/C Issuer, it shall retain all the rights, powers, privileges and duties
      of
      the L/C Issuer hereunder with respect to all Letters of Credit outstanding
      as of
      the effective date of its resignation as L/C Issuer and all L/C Obligations
      with
      respect thereto (including the right to require the Lenders to make Base Rate
      Committed Loans or fund risk participations in Unreimbursed Amounts pursuant
      to
Section
      2.03(c)).
      Upon
      the appointment of a successor L/C Issuer, (a) such successor shall succeed
      to
      and become vested with all of the rights, powers, privileges and duties of
      the
      retiring L/C Issuer, and (b) the successor L/C Issuer shall issue letters of
      credit in substitution for the Letters of Credit, if any, outstanding at the
      time of such succession or make other arrangements satisfactory to Bank of
      America to effectively assume the obligations of Bank of America with respect
      to
      such Letters of Credit.

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    (p) The
      Credit Agreement is hereby amended to add the following new Section
      11.23:

    


    11.23 No
      Advisory or Fiduciary Responsibility. In
      connection with all aspects of each transaction contemplated hereby, Borrower
      and Parent each acknowledge and agree, and acknowledge their respective
      Affiliates’ understanding, that: (i) the credit facility provided for hereunder
      and any related arranging or other services in connection therewith (including
      in connection with any amendment, waiver or other modification hereof or of
      any
      other Loan Document) are an arm’s-length commercial transaction between
      Borrower, Parent and their respective Affiliates, on the one hand, and
      Administrative Agent and the Arranger, on the other hand, and each of Borrower
      and Parent is capable of evaluating and understanding and understands and
      accepts the terms, risks and conditions of the transactions contemplated hereby
      and by the other Loan Documents (including any amendment, waiver or other
      modification hereof or thereof); (ii) in connection with the process leading
      to
      such transaction, Administrative Agent and the Arranger each is and has been
      acting solely as a principal and is not the financial advisor, agent or
      fiduciary, for Borrower, Parent, or any of their respective Affiliates,
      stockholders, creditors or employees or any other Person; (iii) neither
      Administrative Agent nor the Arranger has assumed or will assume an advisory,
      agency or fiduciary responsibility in favor of Borrower or Parent with respect
      to any of the transactions contemplated hereby or the process leading thereto,
      including with respect to any amendment, waiver or other modification hereof
      or
      of any other Loan Document (irrespective of whether Administrative Agent or
      the
      Arranger has advised or is currently advising Borrower, Parent, or any of their
      respective Affiliates on other matters) and neither Administrative Agent nor
      the
      Arranger has any obligation to Borrower, Parent, or any of their respective
      Affiliates with respect to the transactions contemplated hereby except those
      obligations expressly set forth herein and in the other Loan Documents; (iv)
      Administrative Agent and the Arranger and their respective Affiliates may be
      engaged in a broad range of transactions that involve interests that differ
      from
      those of Borrower, Parent, and their respective Affiliates, and neither
      Administrative Agent nor the Arranger has any obligation to disclose any of
      such
      interests by virtue of any advisory, agency or fiduciary relationship; and
      (v)
      Administrative Agent and the Arranger have not provided and will not provide
      any
      legal, accounting, regulatory or tax advice with respect to any of the
      transactions contemplated hereby (including any amendment, waiver or other
      modification hereof or of any other Loan Document) and each of Borrower and
      Parent has consulted its own legal, accounting, regulatory and tax advisors
      to
      the extent it has deemed appropriate. Each of Borrower and Parent hereby waives
      and releases, to the fullest extent permitted by law, any claims that it may
      have against Administrative Agent and the Arranger with respect to any breach
      or
      alleged breach of agency or fiduciary duty.

    


    (q) Exhibit
      C
      is
      hereby added in the form of Exhibit
      C
      attached
      hereto

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    


    (r) Exhibit
      E is
      hereby
      added in the form of Exhibit
      E
      attached
      hereto.

    


    2. Lenders
      and Commitments.

    


    (a) Pursuant
      to Section
      2.13,
      the
      Lenders hereby agree that, as of the date hereof, each Lender’s Commitment is as
      set forth on Schedule 2.01
      attached
      hereto.

    


    (b) By
      their
      execution of this Agreement, each New Lender is hereby admitted as a Lender
      pursuant to Section 2.13
      of the
      Credit Agreement and each New Lender’s signature page to this Agreement shall be
      deemed to be its signature page to the Credit Agreement.

    


    (c) By
      their
      execution of this Agreement, each Existing Lender that is an Increasing Lender
      pursuant to Section 2.13
      hereby
      acknowledges and agrees to the increase in its Commitment set forth on
Schedule 2.01
      attached
      hereto.

    


    3. Amendments
      to Credit Agreement and Other Loan Documents.

    


    (a) All
      references in the Loan Documents to the Credit Agreement shall henceforth
      include references to the Credit Agreement as modified and amended by this
      Agreement, and as may, from time to time, be further modified, amended,
      restated, extended, renewed, and/or increased.

    


    (b) Any
      and
      all of the terms and provisions of the Loan Documents are hereby amended and
      modified wherever necessary, even though not specifically addressed herein,
      so
      as to conform to the amendments and modifications set forth herein.

    


    4. Ratifications.
      Each of
      Borrower and Parent (a) ratifies and confirms all provisions of the Loan
      Documents as amended by this Agreement, (b) ratifies and confirms that all
      guaranties and assurances, granted, conveyed, or assigned to the Credit Parties
      under the Loan Documents are not released, reduced, or otherwise adversely
      affected by this Agreement and continue to guarantee and assure full payment
      and
      performance of the present and future Obligation, and (c) agrees to perform
      such acts and duly authorize, execute, acknowledge, deliver, file, and record
      such additional documents and certificates as Administrative Agent may
      reasonably request in order to create, preserve and protect those guaranties
      and
      assurances.

    


    5. Representations.
      Each of
      Borrower and Parent represents and warrants to Lenders that as of the date
      of
      this Agreement: (a) this Agreement has been duly authorized, executed, and
      delivered by Borrower; (b) no action of, or filing with, any Governmental
      Authority is required to authorize, or is otherwise required in connection
      with,
      the execution, delivery, and performance of this Agreement other than the
      reporting and filing of this Agreement pursuant to Legal Requirements regarding
      securities; (c) the Loan Documents, as amended by this Agreement, are valid
      and binding upon Borrower and are enforceable against Borrower in accordance
      with their respective terms, except as limited by Debtor Relief Laws and general
      principles of equity; (d) the execution, delivery, and performance of this
      Agreement does not require the consent of any other Person and do not and will
      not constitute a violation of any Legal Requirements, order of any Governmental
      Authority, or material agreements to which Parent, Borrower, or any of their
      Subsidiaries is a party or by which Parent, Borrower or any of their
      Subsidiaries is bound; (e) all representations and warranties in the Loan
      Documents are true and correct in all material respects on and as of the date
      of
      this Agreement, except to the extent that (i) any of them speak to a
      different specific date, or (ii) the facts on which any of them were based
      have been changed by transactions contemplated or permitted by the Credit
      Agreement; and (f) both before and after giving effect to this Agreement,
      no Default exists.

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    


    6. Conditions.
      This
      Agreement shall not be effective unless and until: 

    


    (a) this
      Agreement is executed by Borrower, Parent, Administrative Agent, and each
      Lenders, and the ratification attached hereto is executed by each Subsidiary
      Guarantor;

    


    (b) Administrative
      Agent shall have received a Note payable to the order of each New Lender that
      requests a Note, executed by Borrower; 

    


    (c) Administrative
      Agent receives a certificate executed by Responsible Officer of each of Parent
      and Borrower certifying (i) the name of each of its officers who are
      authorized to sign this Agreement and the other documents executed in connection
      herewith, (ii) a true and correct copy of the Resolutions of Borrower that
      authorize the execution, delivery, and performance of this Agreement and the
      other documents executed in connection herewith, and (iii) that the
      articles or certificate of incorporation, bylaws, and other Constituent
      Documents of such Person attached thereto;

    


    (d) Administrative
      Agent receives an opinion of counsel to Parent and Borrower in form and
      substance acceptable to Administrative Agent; and

    


    (e) Borrower
      shall have paid Administrative Agent all fees required to be paid by Borrower
      under the Loan Documents and any fee letter agreements.

    


    7. Continued
      Effect.
      Except
      to the extent amended hereby or by any documents executed in connection
      herewith, all terms, provisions, and conditions of the Credit Agreement and
      the
      other Loan Documents, and all documents executed in connection therewith, shall
      continue in full force and effect and shall remain enforceable and binding
      in
      accordance with their respective terms.

    


    8. Miscellaneous.
      Unless
      stated otherwise (a) the singular number includes the plural and vice
      versa
      and
      words of any gender include each other gender, in each case, as appropriate,
      (b)
      headings and captions may not be construed in interpreting provisions, (c)
      this
      Agreement shall be construed -- and its performance enforced -- under New York
      law, (d) if any part of this Agreement is for any reason found to be
      unenforceable, all other portions of it nevertheless remain enforceable, and
      (e)
      this Agreement may be executed in any number of counterparts with the same
      effect as if all signatories had signed the same document, and all of those
      counterparts must be construed together to constitute the
      same document.

    


    9. Parties.
      This
      Agreement binds and inures to each of the parties hereto and their respective
      successors and permitted assigns.

    


    10. Entireties.
      The Credit Agreement and the other Loan Documents, as amended by this Agreement,
      represent the final agreement between the parties about the subject matter
      of
      the Credit Agreement and may not be contradicted by evidence of prior,
      contemporaneous, or subsequent oral agreements of the parties. There are no
      unwritten oral agreements between the parties.

    


    [Remainder
      of Page Intentionally Left Blank; Signature Pages to Follow.]

    


     

    



    
      
         

      

      
         

        
          

        

      

      
         

        
          


           

        

      

    



    


    EXECUTED
      as of the first date written above.

    


    
      	 	 	 BORROWER:
	 	
                  
                CNL HOSPITALITY PARTNERS, LP, a Delaware limited
                partnership

            
	 
 	 
 	 By: CNL
              HOSPITALITY GP CORP.,
              a Delaware corporation, its General Partner
 
	 	By:  	/s/ John
              X.
              Brady, Jr. 
	 	
              
Name:
              John X. Brady, Jr. 
	 	Title :
              Vice
              President 


    

    


    
      	 	 	 PARENT:
	 	CNL
              HOTELS
              & RESORTS, INC., a
              Maryland corporation
	 
 	 
 	 
 
	 	By:  	/s/ C.
              Brian
              Strickland
	 	
              
Name:
              C. Brian Strickland
	 	Title:
              Executive Vice President 


    

     

     

     

     

    


     

    



    
      
         

      

      
         

        
          

        

      

      
         

      

    


     

     

      	 	 	 
	 	BANK
              OF
              AMERICA, N.A.,
              as
              Administrative Agent
	 
 	 
 	 
 
	 	By:  	/s/ Lesa
              J.
              Butler 
	 	
              
Name:
              Lesa J. Butler 
	 	Title:  Senior
              Vice President


    


    
      
         

      

      
         

        
          

        

      

      
         

      

    


     

     


    
      	 	 	 
	 	
              BANK
                OF AMERICA, N.A.,
                as
                a Lender and L/C Issuer 

            
	 
 	 
 	 
 
	 	By:  	/s/ Lesa
              J.
              Butler 
	 	
              

              Name: Lesa J. Butler
	 	Title :
              Senior Vice President 


    

    



    
      
         

      

      
         

        
          

        

      

      
         

      

    


     

     

    
      	 	 	 
	 	DEUTSCHE
              BANK TRUST COMPANY AMERICAS,
              as
              a Lender 
	 
 	 
 	 
 
	
               

            	By:  	/s/ George
              R.
              Reynolds 
	 	
              
Name:
              George R. Reynolds 
	 	Title :
              Vice
              President 


    

     

    
      	 	 	 
	 	 
	 
 	 
 	 
 
	 	By:  	/s/ James
              Rolison 
	 	
              
Name:
              James Rolison 
	 	Title:
              Director 


    

     

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    


     

     

    
      	 	 	 
	 	WACHOVIA
              BANK, NATIONAL ASSOCIATION,
              as
              a Lender 
	 
 	 
 	 
 
	 	By:  	/s/ Dean
              R.
              Whitehall
	 	
              
Name:Dean
              R. Whitehall
	 	Title:
               Vice President


    

    



    
      
         

      

      
         

        
          

        

      

      
         

      

    

    
 

     

     

      	 	 	 
	 	
              CALYON
                NEW YORK BRANCH,
                as
                a Lender 

            
	 
 	 
 	 
 
	 	By:  	/s/ Jan
              Hazelton 
	 	
              

              Name: Jan Hazelton 
	 	Title:
              Director 


    

     

    
      	 	 	 
	 	 
	 
 	 
 	 
 
	 	By:  	/s/ Linda
              D.
              Tulloch
	 	
              
Name:
              Linda D. Tulloch 
	 	Title:
              Director


    

     

     


    
      
         

      

      
         

        
          

        

      

      
         

      

    


     

    
      	 	 	 
	 	CITICORP
              NORTH AMERICA, INC.,
              as
              a Lender 
	 
 	 
 	 
 
	 	By:  	/s/ Jean
              M.
              Craig 
	 	
              

              Name: Jean M. Craig 
	 	Title:
              Vice President 


    

     

     

     


    
      
         

      

      
         

        
          

        

      

      
         

      

    


     

    
      	 	 	 
	 	BARCLAYS
              CAPITAL REAL ESTATE INC.,
              as
              a Lender 
	 
 	 
 	 
 
	 	By:  	/s/ LoriAnn
              Rung 
	 	
              

              Name: LoriAnn Rung 
	 	Title:
              Vice President 


    

    


     


    
      
         

      

      
         

        
          

        

      

      
         

        
          


           

        

      

    



    SCHEDULE
      2.1

    


    COMMITMENTS

    AND
      APPLICABLE PERCENTAGES

    


    
      	
              Lender

               

            	
              Commitment

               

            	
              Applicable
                Percentage

               

            
	
               

              Bank
                of America N.A.

               

            	
               

              $46,666,666.67

               

            	
               

              19.44444446%

               

            
	
               

              Deutsche
                Bank Trust Company Americas

            	
               

              $45,000,000.00

               

            	
               

              18.750000000%

            
	
               

              Wachovia
                Bank, National Association

            	
               

              $45,000,000.00

               

            	
               

              18.750000000%

            
	
               

              Calyon
                New York Branch

            	
               

              $33,333,333.33

               

            	
               

              13.888888888%

            
	
               

              Citicorp
                North America, Inc.

            	
               

              $35,000,000.00

               

            	
               

              14.583333333%

            
	
               

              Barclays
                Capital Real Estate Inc.

            	
               

              $35,000,000.00

               

            	
               

              14.583333333%

            
	
               

              Total

            	
               

              $240,000,000.00

               

            	
               

              100.000000000%

            


    

     

    



    
      
         

      

      
         

        
          

        

      

      
         

      

    


    EXHIBIT
      C

    


    FORM
      OF COMPLIANCE CERTIFICATE

    


    Financial
      Statement Date:  ,
       

    
      	
              To:

            	
              Bank
                of America, N.A., as Administrative
                Agent

            


    

     

    Ladies
      and Gentlemen:

    


    Reference
      is made to that certain Credit Agreement, dated as of September 30, 2005
      (as amended, restated, extended, supplemented, or otherwise modified in writing
      from time to time, the “Agreement;”
the
      terms defined therein being used herein as therein defined), among CNL
      Hospitality Partners, LP, a Delaware limited partnership (“Borrower”),
      CNL
      Hotels & Resorts, Inc., a Maryland corporation, the Lenders from time to
      time party thereto, and Bank of America, N.A., as Administrative Agent and
      L/C
      Issuer.

    


    The
      undersigned Responsible Officer hereby certifies as of the date hereof that
      he/she is the ______________________ of Borrower, and that, as such, he/she
      is
      authorized to execute and deliver this Certificate to Administrative Agent
      on
      the behalf of Borrower, and that:

    


    [Use
      following paragraph 1 for fiscal year-end
      financial statements]

    


    1. Attached
      hereto as Schedule 1
      are the
      year-end audited financial statements required by Section 7.01(a)
      of the
      Agreement for the fiscal year of Borrower ended as of the above date, together
      with the report and opinion of an independent certified public accountant
      required by such section.

    


    [Use
      following paragraph 1 for fiscal quarter-end
      financial statements]

    


    1. Attached
      hereto as Schedule 1
      are the
      unaudited financial statements required by Section 7.01(b)
      of the
      Agreement for the fiscal quarter of Borrower ended as of the above date. Such
      financial statements fairly present the financial condition, results of
      operations and cash flows of Borrower and its Subsidiaries in accordance with
      GAAP as at such date and for such period, subject only to normal year-end audit
      adjustments and the absence of footnotes.

    


    2. The
      undersigned has reviewed and is familiar with the terms of the Agreement and
      has
      made, or has caused to be made under his/her supervision, a detailed review
      of
      the transactions and condition (financial or otherwise) of Borrower during
      the
      accounting period covered by the attached financial statements.

    


    3. A
      review
      of the activities of Borrower during such fiscal period has been made under
      the
      supervision of the undersigned with a view to determining whether during such
      fiscal period Borrower performed and observed all its Obligations under the
      Loan
      Documents, and [select one:]

    


    [to
      the
      best knowledge of the undersigned during such fiscal period, Borrower performed
      and observed each covenant and condition of the Loan Documents applicable to
      it.] 

    --or--

    [the
      following covenants or conditions have not been performed or observed and the
      following is a list of each such Default and its nature and
      status:]

    


    4. The
      representations and warranties of Borrower contained in Article VI
      of the
      Agreement, or which are contained in any document furnished at any time
      under
      or in
      connection with the Loan Documents, are true and correct on and as of the date
      hereof, except to the extent that such representations and warranties
      specifically refer to an earlier date, in which case they are true and correct
      as of such earlier date,
      and
      except that for purposes of this Compliance Certificate, the representations
      and
      warranties contained in subsections (a) and (b) of Section 6.05
      of the
      Agreement shall be deemed to refer to the most recent statements furnished
      pursuant to clauses (a) and (b), respectively, of Section 7.01
      of the
      Agreement, including the statements in connection with which this Compliance
      Certificate is delivered.

    


    5. The
      financial covenant analyses and information set forth on Schedule 2
      attached
      hereto are true and accurate on and as of the date of this
      Certificate.

     

    IN
      WITNESS WHEREOF,
      the
      undersigned has executed this Certificate as of
      __________, __, ___.

    


    


    BORROWER:

    


    CNL
      HOSPITALITY PARTNERS, LP,
      a
      Delaware limited partnership

    


    
      	 	
              By:

            	
              CNL
                HOSPITALITY GP CORP.,
                a
                Delaware corporation, its General
                Partner

            


    

    


    


    By:  

    Name:
       

    Title: 

     

    



    
      
         

      

      
         

        
          

        

      

      
         

      

    


    For
      the
      Quarter/Year ended ___________________(“Statement
      Date”)

    

      
        	
                SCHEDULE
                  2

                to
                  the Compliance Certificate

                ($
                  in 000’s)

              
	 
	
                I. Section 8.06(d)
                  - Permitted Distributions.

              
	
                A. Line
                  H from prior period ($50,000,000 initial quarter
                  post-closing):  

              
	 
	
                B. Cash
                  Available for Distribution (for the subject quarter):

              
	 
	
                1.
                  Consolidated EBITDA (for the subject quarter):  

              
	 
	
                2.
                  Net refundable membership deposits paid in cash (for
                  the

              
	
                subject
                  quarter):

              
	 
	
                3.
                  Amount of scheduled principal payments on Consolidated Indebtedness
                  (for
                  the subject quarter):  

              
	 
	
                4.
                  Consolidated Interest Charges (for the subject quarter):  

              
	 
	
                5.
                  Cash Available for Distribution (for the subject quarter)
                  

              
	
                (I.B.1
                  + 2 - 3 - 4):    

              
	 
	
                C. Permitted
                  Distributions (A + B.5):  

              
	 
	
                D. Dividends
                  or distributions paid by Parent (for the subject quarter):  

              
	 
	
                E. Retirement,
                  purchase, or redemption of any of its Equity Interests (for the
                  subject
                  quarter):     

              
	 
	
                F. Restricted
                  Payments (for the subject quarter) (D + E):  

              
	 
	
                G. Excess
                  (deficit) for covenant compliance (C - F):  

              
	 
	
                H. If
                  deficit in G, has Parent made dividends or distributions in excess
                  of
                  minimum required to maintain REIT status? (yes or no):  

              
	
                (If
                  H = “no,” then in compliance) 

              
	 
	
                II. Section 8.15(b)
                  - Consolidated Leverage Ratio.

              
	
                A. Consolidated
                  Funded Indebtedness (other than Excluded Contingent Obligations)
                  at
                  Statement Date:  $ 

                 

              
	
                B. Consolidated
                  EBITDA   $ 

                 

              
	
                C. Consolidated
                  Leverage Ratio (Line II.A.  ̧ 

                 

                (Line
                  II.B  ̧
                  .085)):    %

                 

              
	
                Maximum
                  permitted: 75%

                 

              
	 
	
                III. Section 8.15(c)
                  - Consolidated Fixed Charge Coverage Ratio.

              
	
                A. Consolidated
                  EBITDA:

                 

              
	
                1. Consolidated
                  Net Income for Subject Period: $ 

                 

              
	
                2. Consolidated
                  Interest Charges for Subject Period: $ 

                 

              
	
                3. Provision
                  for income taxes for Subject Period: $ 

                 

              
	
                4. Depreciation
                  expenses for Subject Period: $ 

                 

              
	
                5. Amortization
                  expenses for intangibles for Subject Period: $ 

                 

              
	
                6. FF&E
                  Reserves:  $ 

                 

              
	
                7. Consolidated
                  EBITDA (Lines III.A.1 + 2 + 3 + 4 + 5 - 6):  $ 

                 

              
	
                B. Fixed
                  Charges:

                 

              
	
                1. Debt
                  service:   $ 

                 

              
	
                2. Restricted
                  Payments:  $ 

                 

              
	
                3. Fixed
                  Charges (Line III.D.1 plus
                  Line III.D.2): $ 

                 

              
	
                C. Consolidated
                  Fixed Charge Coverage Ratio 

              
	
                [(Line
                  III.A.7. + Line III.B. + Line III.C.)  ̧
                  (Line III.D.3)]:  to
                  1

              
	
                Minimum
                  required:
                  1.40
                  to 1.0

              
	 


      



    


    


    
      	
              IV.

            	
              Section 8.15(d)
                - Borrowing Base Debt Service Coverage
                Ratio.

            


    

    See
      Borrowing Base Report for a calculation of the ratio.

    



    
      
         

      

      
         

        
          

        

      

      
         

      

    


     

    EXHIBIT
      E

     

    


    ASSIGNMENT
      AND ASSUMPTION

     

    This
      Assignment and Assumption (this “Assignment and Assumption”) is dated as of the
      Effective Date set forth below and is entered into by and between
      [the][each]1  Assignor
      identified in item 1 below ([the][each, an] “Assignor”) and
      [the][each] Assignee
      identified in item 2 below ([the][each, an] “Assignee”). [It is understood and
      agreed that the rights and obligations of [the Assignors][the
      Assignees]2  hereunder
      are several and not joint.]3  
      Capitalized terms used but not defined herein shall have the meanings given
      to
      them in the Credit Agreement identified below (the “Credit Agreement”), receipt
      of a copy of which is hereby acknowledged by the Assignee. The Standard Terms
      and Conditions set forth in Annex 1 attached hereto are hereby agreed to and
      incorporated herein by reference and made a part of this Assignment and
      Assumption as if set forth herein in full.

    


    For
      an
      agreed consideration, [the][each] Assignor hereby irrevocably sells and assigns
      to [the Assignee][the respective Assignees], and [the][each] Assignee hereby
      irrevocably purchases and assumes from [the Assignor][the respective Assignors],
      subject to and in accordance with the Standard Terms and Conditions and the
      Credit Agreement, as of the Effective Date inserted by the Administrative Agent
      as contemplated below (i) all of [the Assignor’s][the respective Assignors’]
      rights and obligations in [its capacity as a Lender][their respective capacities
      as Lenders] under the Credit Agreement and any other documents or instruments
      delivered pursuant thereto to the extent related to the amount and percentage
      interest identified below of all of such outstanding rights and obligations
      of
      [the Assignor][the respective Assignors] under the respective facilities
      identified below (including, without limitation, the Letters of Credit included
      in such facilities) and (ii) to the extent permitted to be assigned under
      applicable law, all claims, suits, causes of action and any other right of
      [the
      Assignor (in its capacity as a Lender)][the respective Assignors (in their
      respective capacities as Lenders)] against any Person, whether known or unknown,
      arising under or in connection with the Credit Agreement, any other documents
      or
      instruments delivered pursuant thereto or the loan transactions governed thereby
      or in any way based on or related to any of the foregoing, including, but not
      limited to, contract claims, tort claims, malpractice claims, statutory claims
      and all other claims at law or in equity related to the rights and obligations
      sold and assigned pursuant to clause (i) above (the rights and obligations
      sold
      and assigned by [the][any] Assignor to [the][any] Assignee pursuant to clauses
      (i) and (ii) above being referred to herein collectively as [the][an] “Assigned
      Interest”). Each such sale and assignment is without recourse to [the][any]
      Assignor and, except as expressly provided in this Assignment and Assumption,
      without representation or warranty by [the][any] Assignor.

    


    1. Assignor[s]: ______________________________

    


    ______________________________

    


    2. Assignee[s]: ______________________________

    


    ______________________________

    
      	 	
              [for
                each Assignee, indicate [Affiliate][Approved Fund] of [identify
                Lender]]

            


    

    


    3. Borrower: CNL
      Hospitality Partners, LP

    


    
      	
              4.

            	
              Administrative
                Agent:

            	
              Bank
                of America, N.A., as Administrative Agent under the Credit
                Agreement

            


    

    


    5. Credit
      Agreement: The
      Credit Agreement, dated as of September 30, 2005, among CNL Hospitality
      Partners, LP, a Delaware limited partnership, CNL Hotels & Resorts, Inc., a
      Maryland corporation, the Lenders parties thereto, and Bank of America, N.A.,
      as
      Administrative Agent

    


    6. Assigned
      Interest[s]:4 The
      reference to “Loans” in the table should be used only if the Credit Agreement
      provides for Term Loans.

    


    
      	
               

               

               

              Assignor[s]5 List
                each Assignor, as appropriate.

            	
               

               

               

              Assignee[s]6 List
                each Assignee, as appropriate.

            	
               

               

              Facility

              Assigned7 Fill
                in the appropriate terminology for the types of facilities under
                the
                Credit Agreement that are being assigned under this Assignment (e.g.
                “Revolving Credit Commitment”, “Term Loan Commitment”,
                etc.).

            	
              Aggregate

              Amount
                of

              Commitment

              for
                all Lenders8  Amounts
                in this column and in the column immediately to the right to be adjusted
                by the counterparties to take into account any payments or prepayments
                made between the Trade Date and the Effective Date.

            	
              Amount
                of

              Commitment

              Assigned

            	
              Percentage

              Assigned
                of

              Commitment

            	
               

               

              CUSIP

              Number

            
	 	 	 	 	 	 	 
	 	 	
              ____________

            	
              $________________

            	
              $_________

            	
              ____________%

            	 
	 	 	
              ____________

            	
              $________________

            	
              $_________

            	
              ____________%

            	 
	 	 	
              ____________

            	
              $________________

            	
              $_________

            	
              ____________%

            	 


    

    


    [7. Trade
      Date: __________________]9 To
      be completed if the Assignor and the Assignee intend that the minimum assignment
      amount is to be determined as of the Trade Date.

    Effective
      Date: __________________, 20__ 

    [TO
      BE
      INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF
      RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.]


    
      
        


         

         

         

      

      
         

        
          

        

      

      
         

      

    


    


    The
      terms
      set forth in this Assignment and Assumption are hereby agreed to:

    


    ASSIGNOR

    [NAME
      OF
      ASSIGNOR]

    


    By:
      _____________________________

    Title:

    


    ASSIGNEE

    [NAME
      OF
      ASSIGNEE]

    


    By:
      _____________________________

    Title:

    [Consented
      to and]10 
      Accepted:

    


    BANK
      OF
      AMERICA, N.A., as

    Administrative
      Agent

    


    By:
      _________________________________

    Title:

    


    [Consented
      to:]11 

    


    By:
      _________________________________

    Title:


    
      
        


         

         

         

      

      
         

        
          

        

      

      
         

      

    


    


    ANNEX
      1 TO ASSIGNMENT AND ASSUMPTION

    


    CNL
      HOSPITALITY PARTNERS, LP CREDIT AGREEMENT

    


    STANDARD
      TERMS AND CONDITIONS FOR 

    ASSIGNMENT
      AND ASSUMPTION

    


    1. Representations
      and Warranties.

    


    1.1. Assignor.
      [The][Each] Assignor (a) represents and warrants that (i) it is the legal and
      beneficial owner of [the][[the relevant] Assigned Interest, (ii) [the][such]
      Assigned Interest is free and clear of any lien, encumbrance or other adverse
      claim and (iii) it has full power and authority, and has taken all action
      necessary, to execute and deliver this Assignment and Assumption and to
      consummate the transactions contemplated hereby; and (b) assumes no
      responsibility with respect to (i) any statements, warranties or representations
      made in or in connection with the Credit Agreement or any other Loan Document,
      (ii) the execution, legality, validity, enforceability, genuineness, sufficiency
      or value of the Loan Documents or any collateral thereunder, (iii) the financial
      condition of the Borrower, any of its Subsidiaries or Affiliates or any other
      Person obligated in respect of any Loan Document or (iv) the performance or
      observance by the Borrower, any of its Subsidiaries or Affiliates or any other
      Person of any of their respective obligations under any Loan
      Document.

    


    1.2. Assignee.
      [The][Each] Assignee (a) represents and warrants that (i) it has full power
      and
      authority, and has taken all action necessary, to execute and deliver this
      Assignment and Assumption and to consummate the transactions contemplated hereby
      and to become a Lender under the Credit Agreement, (ii) it meets all the
      requirements to be an assignee under Section
      11.07(b)(iii),
      (v)
      and
(vi)
      of the
      Credit Agreement (subject to such consents, if any, as may be required under
      Section
      11.07(b)(iii)
      of the
      Credit Agreement), (iii) from and after the Effective Date, it shall be bound
      by
      the provisions of the Credit Agreement as a Lender thereunder and, to the extent
      of [the][the relevant] Assigned Interest, shall have the obligations of a Lender
      thereunder, (iv) it is sophisticated with respect to decisions to acquire assets
      of the type represented by [the][such] Assigned Interest and either it, or
      the
      Person exercising discretion in making its decision to acquire [the][such]
      Assigned Interest, is experienced in acquiring assets of such type, (v) it
      has
      received a copy of the Credit Agreement, and has received or has been accorded
      the opportunity to receive copies of the most recent financial statements
      delivered pursuant to Section
      7.01
      thereof,
      as applicable, and such other documents and information as it deems appropriate
      to make its own credit analysis and decision to enter into this Assignment
      and
      Assumption and to purchase [the][such] Assigned Interest, (vi) it has,
      independently and without reliance upon the Administrative Agent or any other
      Lender and based on such documents and information as it has deemed appropriate,
      made its own credit analysis and decision to enter into this Assignment and
      Assumption and to purchase [the][such] Assigned Interest, and (vii) if it is
      a
      Foreign Lender, attached hereto is any documentation required to be delivered
      by
      it pursuant to the terms of the Credit Agreement, duly completed and executed
      by
      [the][such] Assignee; and (b) agrees that (i) it will, independently and without
      reliance upon the Administrative Agent, [the][any] Assignor or any other Lender,
      and based on such documents and information as it shall deem appropriate at
      the
      time, continue to make its own credit decisions in taking or not taking action
      under the Loan Documents, and (ii) it will perform in accordance with their
      terms all of the obligations which by the terms of the Loan Documents are
      required to be performed by it as a Lender.

    


    2. Payments.
      From
      and after the Effective Date, the Administrative Agent shall make all payments
      in respect of [the][each] Assigned Interest (including payments of principal,
      interest, fees and other amounts) to [the][the relevant] Assignor for amounts
      which have accrued to but excluding the Effective Date and to [the][the
      relevant] Assignee for amounts which have accrued from and after the Effective
      Date.

     

    3.  General
      Provisions.
      This
      Assignment and Assumption shall be binding upon, and inure to the benefit of,
      the parties hereto and their respective successors and assigns. This Assignment
      and Assumption may be executed in any number of counterparts, which together
      shall constitute one instrument. Delivery of an executed counterpart of a
      signature page of this Assignment and Assumption by telecopy shall be effective
      as delivery of a manually executed counterpart of this Assignment and
      Assumption. This Assignment and Assumption shall be governed by, and construed
      in
      accordance with, the law of the State of New York.

    

      

      
        
 

      

    

    
      
        
          


          
            4 The
              reference to “Loans” in the table should be used only if the Credit Agreement
              provides for Term Loans.

            5 List
              each
              Assignor, as appropriate.

            6 List
              each
              Assignee, as appropriate.

            7 Fill
              in
              the appropriate terminology for the types of facilities under the Credit
              Agreement that are being assigned under this Assignment (e.g. “Revolving Credit
              Commitment”, “Term Loan Commitment”, etc.).

            8 Amounts
              in this column and in the column immediately to the right to be adjusted
              by the
              counterparties to take into account any payments or prepayments made
              between the
              Trade Date and the Effective Date.

            9
              To
              be
              completed if the Assignor and the Assignee intend that the minimum
              assignment
              amount is to be determined as of the Trade Date.

          

           

        

         

      

      
         

        
          

        

      

      
         

        
        

      

    



    RATIFICATION

    


    To
      induce
      Administrative Agent, L/C Issuer, and Lenders (collectively, the “Credit
      Parties”)
      to
      enter into this Third
      Amendment to Credit Agreement, the undersigned jointly and severally
      (a) consent and agree to this Third Amendment to Credit Agreement execution
      and delivery, (b) ratify and confirm that all guaranties, assurances, and Liens
      granted, conveyed, or assigned to the Credit Parties under the Loan Documents,
      including, without limitation, the Liens granted under the Mortgages, are not
      released, diminished, impaired, reduced, or otherwise adversely affected by
      this
      Third Amendment to Credit Agreement and continue to guarantee, assure, and
      secure the full payment and performance of all present and future Obligations,
      including, without limitation, the increase in the Obligations as contemplated
      by this Third Amendment to Credit Agreement (except to the extent specifically
      limited by the terms of such guaranties, assurances, or Liens), and (c) waive
      notice of acceptance of this Third Amendment to Credit Agreement, which consent
      and agreement binds the undersigned and their successors and permitted assigns
      and inures to the Credit Parties and their respective successors and permitted
      assigns.

    


    RFS
      PARTNERSHIP, L.P.,
      a
      Tennessee limited partnership

    


    By: CNL
      ROSE GP CORP.,
      a
      Delaware corporation, its General Partner

    


    


    By:   

    Name:  

    Title:  

    


    


    ROSE
      SPE 1, LP, a
      Delaware limited partnership

    


    By: ROSE
      SPE 1 GP, LLC,
      a
      Delaware limited liability company, its General Partner

    


    By:   

    Name:  

    Title:  

    


    


    CNL
      TAMPA INTERNATIONAL HOTEL PARTNERSHIP, LP,
      

    a
      Delaware limited partnership

    


    By: CNL
      TAMPA INTERNATIONAL GP, LLC,
      a
      Delaware limited liability company, its General Partner

    


    By:   

    Name:  

    Title:  

    


    
      
         

      

      
        

          10 To
            be added only if the consent of the Administrative Agent is required
            by the
            terms of the Credit Agreement.

          11 To
            be
            added only if the consent of the Borrower and/or other parties (e.g.
            L/C Issuer)
            is required by the terms of the Credit Agreement.