AMENDMENT NO. 2 TO THE AGREEMENT AND PLAN OF MERGER

Exhibit 2.1

AMENDMENT NO. 2

TO THE

AGREEMENT AND PLAN OF MERGER

BY AND AMONG

MS RESORT HOLDINGS LLC,

MS RESORT ACQUISITION LLC,

MS RESORT PURCHASER LLC,

ASHFORD SAPPHIRE ACQUISITION LLC

AND

CNL HOTELS & RESORTS, INC.

DATED AS OF APRIL 4, 2007

           THIS AMENDMENT NO. 2 TO THE AGREEMENT AND PLAN OF MERGER , dated as of April 4, 2007 (this “ Amendment ”), is entered into by and among MS Resort Holdings LLC, a Delaware limited liability company (“ Parent ”), MS Resort Acquisition LLC, a Delaware limited liability company and a wholly-owned subsidiary of Parent (“ Sub ”), MS Resort Purchaser LLC, a Delaware limited liability company and wholly-owned subsidiary of Parent (“ Missouri ”), Ashford Sapphire Acquisition LLC, a Delaware limited liability company (“ Arizona ”), and CNL Hotels & Resorts, Inc., a Maryland corporation (the “ Company ”). Parent, Sub, Missouri and Arizona are hereinafter collectively referred to as the “ Buyer Parties ”.

W I T N E S S E T H:

          WHEREAS, the Buyer Parties and the Company entered into that certain Agreement and Plan of Merger, dated as of January 18, 2007, as amended on February 21, 2007, by and among the Buyer Parties and the Company (the “ Merger Agreement ”); and

          WHEREAS, the Buyer Parties and the Company desire to amend the Merger Agreement as provided in this Amendment.

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

““ Per Share Merger Consideration ” means (i) $20.50 minus (ii) $12.55.”