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Exhibit 10.33.1.2
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:
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1.
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Amendment to Section 1.1 of the Merger
Agreement .
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(a)
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The definition of "Per Share Merger
Consideration" set forth in Section 1.1 of the Merger
Agreement is hereby amended and restated in its entirety to read as
follows:
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"" Per Share Merger Consideration " means
(i) $20.50 minus (ii) $12.55."
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(b)
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The definition of "Special Dividend Amount" is
he
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