OMNIBUS LEASE RESOLUTION AGREEMENT

Exhibit 10.1

OMNIBUS LEASE RESOLUTION AGREEMENT

THIS OMNIBUS LEASE RESOLUTION AGREEMENT (this “ Agreement ”) is made as of October 30, 2008 (the “ Effective Date ”), by and among (i)  PREMIER GOLF MANAGEMENT, INC. , a Delaware corporation (“ PGMI ”), (ii)  JOE R. MUNSCH , an individual (“ Munsch ”), (iii) those entities referenced on Exhibit A attached hereto (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 ”).

RECITALS:

A. Each Landlord is the fee and/or leasehold owner of the golf course property set forth opposite its name on Exhibit B attached hereto (each individually, a “ Property ” and, collectively, the “ Properties ”).

B. Landlords and Tenant have entered into those certain lease agreements, sub-lease agreements, sub-concession agreements or sub-management agreement, as the case may be, set forth on Exhibit C attached hereto (each individually, a “ Lease ” and, collectively, the “ Leases ”), governing the leasing of the Properties by the Landlords to Tenant.

C. In connection with the Leases, Landlords and Tenant entered into that certain Third Amended and Restated Pooling Agreement dated as of April 17, 2008 (the “ Pooling Agreement ”).

D. The Properties identified as Items 1 through 15 on Exhibit B are encumbered pursuant to financings provided by Sun Life Assurance Company of Canada and its affiliates (the “ Sun Life Lender ”) to the applicable Landlords (collectively, the “ Sun Life Loans ”). The Properties identified as Items 16 through 37 on Exhibit B are encumbered pursuant to financing provided by The Prudential Insurance Company of America (the “ Prudential Lender ” and, collectively with the Sun Life Lender, the “ Lenders ”) to the applicable Landlords (the “Prudential Loan” and, collectively with the Sun Life Loans, the “ Loans ”).

E. The Properties identified as Items 5, 6, 7, 15, 38, 39, 40, 41, 42 and 43 on Exhibit B , and the Leases identified as Items 5, 6, 7, 15, 38, 39, 40, 41, 42 and 43 on Exhibit C , are subject to underlying ground leases, concession agreements and a management agreement, as applicable (individually, a “ Ground Lease ” and, collectively, the “ Ground Leases ”).

F. Prior to the Effective Date, the applicable Parties have entered into those certain letter and other agreements set forth, and more particularly described, on Exhibit D attached hereto (collectively, the “ Ancillary Documents ”).

G. On October 30, 2008, the stockholders of PGMI (“ PGMI Previous Owners ”) and CNL Lifestyle Company, LLC, a Florida limited liability company and Affiliate of

Landlords and CNL (“ CNL Lifestyle Company ”), entered into that certain Stock Purchase Agreement (the “ SPA ”), pursuant to which the PGMI Previous Owners agreed to sell, convey and transfer all of their respective legal and beneficial interest in and to all of the capital stock of PGMI to CNL Lifestyle Company or its assignee (the “ PGMI Sale Transaction ”).

H. On the Effective Date, CNL Lifestyle Company assigned all of its rights under the SPA to Munsch pursuant to an Assignment of Stock Purchase Agreement (the “ SPA Assignment ”) and immediately upon execution of the SPA Assignment, the PGMI Sale Transaction was consummated and, in connection therewith, Munsch acquired 100% of the shares of capital stock of PGMI (the “ PGMI Stock ”) from the PGMI Previous Owners.

I. In connection with and as a condition to the consummation of the PGMI Sale Transaction under the SPA, CNL Lifestyle Company caused Landlords to provide the PGMI Previous Owners with a release/cancellation of those certain letters of credit in the aggregate amount of $3,400,000.00 issued in favor of such applicable Landlords in connection with Tenant’s security deposit obligations under the Leases identified as Items 1 through 14 on Exhibit C (the “ Canceled L/Cs ”), and directed the banks that issued the Canceled L/Cs to return such Canceled L/Cs to Previous PGMI Owners.

J. In connection with the consummation of the PGMI Sale Transaction and as a result of the Tenant being in “imminent default” under the Leases as of the Effective Date, the Parties desire to set forth their agreements with respect to the Leases, the Pooling Agreement and the Ancillary Documents, as more particularly set forth in this Agreement.

NOW, THEREFORE , in consideration of the foregoing and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties hereby agree as follows.

1. RECITALS . The recitals set forth above are true and correct and constitute a part of this Agreement.

2. DEFINITIONS . Capitalized terms used but not otherwise defined in this Agreement shall have the meanings given those terms in the Leases, Pooling Agreement or SPA, as applicable.

3. RENT DEFERRAL/FUTURE L/C OBLIGATIONS .

(a) Reference is hereby made to that certain Letter Agreement dated June 5, 2008 between Tenant and Landlords relating to the deferral of certain Minimum Rent due and payable under the Leases (the “ Rent Deferral Agreement ”). Pursuant to the Rent Deferral Agreement, payment of a portion of the Minimum Rent due under the Leases for June 2008 in the aggregate amount of $2,117,342.00 (the “ June 2008 Deferred Rent ”) was deferred until September 30, 2008. As of the Effective Date, neither the June 2008 Deferred Rent nor $1,568,048.00 (the “ September 2008 Deferred Rent ”) of the total $3,136,096.00 Minimum Rent due under the Leases for September 2008 have been paid to Landlords. In consideration of the agreements and obligations of the PGMI Parties under this Agreement, including without limitation, the relinquishment and release by Tenant of all of Tenant’s rights and interest in and to the Cash Security Deposits (as provided in Section 4 hereinbelow), Landlords agree to (a)

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extend deferment of the June 2008 Deferred Rent until December 31, 2008 (the “ Deferred Rent Repayment Deadline ”) and (b) defer payment of the September 2008 Deferred Rent and the Minimum Rent under the Leases for the months of October 2008 in the amount of $2,200,000.00, November 2008 in the amount of $1,700,000.00 and December 2008 in the amount of $1,700,000.00, for an aggregate amount of $9,285,390.00 (together with the June 2008 Deferred Rent, the “ Deferred Rents ”) until the Deferred Rent Repayment Deadline. Commencing on January 1, 2009, Tenant shall timely pay to Landlords, in full , any and all Rent due and payable under the Leases. The deferral of the Deferred Rents shall not be construed or deemed in any manner whatsoever to constitute a concession or forgiveness of Rent by Landlords in favor of Tenant under the Leases. The deferral of the Deferred Rents shall not, and does not, constitute a waiver of any rights or remedies of Landlords to fully enforce the terms and conditions of any of the Leases, and all terms and provisions of, and rights and remedies of Landlords under, the Leases hereby remain in full force and effect.

(b) The CNL Parties hereby acknowledge that prior to December 31, 2008, they shall seek the consent of the Sun Life Lender and Prudential Lenders to the release of Tenant from all of its obligations to provide the Letters of Credit in connection with Tenant’s L/C Security Deposit obligations under Article III of the Leases identified as Items 15 through 43 on Exhibit C (the “ L/C Obligations ”); it being expressly understood and agreed to by the Parties that failure by the CNL Parties to obtain the foregoing consent of the Sun Life Lender and Prudential Lender prior to December 31, 2008, shall not constitute a default by the CNL Parties under this Agreement or in any manner impair or otherwise affect the parties obligations under this Agreement.

4. CASH SECURITY DEPOSITS . Pursuant to the Leases and the Pooling Agreement, Landlords currently hold cash security deposits in the aggregate amount of $11,819,700.00 (the “ Cash Security Deposits ”). In consideration of the assignment of the SPA to Munsch pursuant to the SPA Assignment and the agreements and obligations of the CNL Parties under this Agreement, the PGMI Parties do hereby agree to relinquish and release to Landlords, effective as of the Effective Date, all of the Cash Security Deposits. From and after the Effective Date, Tenant shall have no further right or interest in the Cash Security Deposits and Landlords shall have no obligation to Tenant with respect thereto. The terms of this Section 4 are intended to and do hereby amend and modify the terms of the Leases with respect to the rights and obligations of the parties to the Cash Security Deposits. The PGMI Parties further acknowledge and consent to the release and cancellation of the Cancelled L/Cs pursuant to and in accordance with the PGMI Sale Transaction and acknowledge that neither Tenant nor any other PGMI Party has any further right or interest in and to the Cancelled L/Cs and no CNL Party has any obligation to any PGMI Party with respect thereto.

5. PGMI GUARANTY/PLEDGE OF PGMI STOCK/EMPLOYMENT OF MUNSCH . On the Effective Date and immediately following consummation of the PGMI Sale Transaction, the following shall occur:

(a) The PGMI Parties shall cause PGMI to execute and deliver to each Landlord, a Guaranty of the obligations of Tenant under each Lease, which Guaranty shall be in the form attached hereto as Exhibit E (the “ PGMI Guaranty ”); provided , however , that upon Closing, each PGMI Guaranty that relates to an Option 2 Terminated Lease (defined below) or an Option 3 Terminated Lease (defined below), as applicable, shall be terminated in its entirety (each, a “ PGMI Guaranty Termination ”).

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(b) Munsch shall execute and deliver to the CNL Parties a Stock Pledge and Escrow Agreement in the form attached hereto as Exhibit F (the “ PGMI Pledge Agreement ”) pursuant to which Munsch shall pledge all of the PGMI Stock to the CNL Parties to secure all of the obligations of Tenant under the Leases and all of the obligations of the PGMI Parties under this Agreement. The PGMI Pledge Agreement shall provide for the PGMI Stock to be placed in escrow with an “Escrow Agent” who will hold the same in escrow and release or replace the same in accordance with the terms of the PGMI Pledge Agreement.

(c) The PGMI Parties shall enter into an Employment Agreement in the form attached hereto as Exhibit G (the “ Employment Agreement ”), setting forth the agreements of the PGMI Parties with respect to Munsch’s employment as President and Chief Executive Officer of PGMI and Tenant.

6. AGREEMENTS . The Parties hereby agree that (a) one (1) of the three (3) transactions set forth in clauses (a), (b) and (c) of this Section 6 (each, a “ Lease Resolution Transaction ”) shall be closed and consummated on the Closing Date (defined below), (b) the CNL Parties shall have sole and absolute discretion regarding which Lease Resolution Transaction shall be closed and consummated, subject to the rights of the PGMI Parties to effect Option 1 as provided in Section 6(a) hereinbelow, and (c) the CNL Parties shall provide the PGMI Parties with written notification specifying which Lease Resolution Transaction the CNL Parties elect to close and consummate.

(a) Lease Resolution Transaction-Option 1 . For the period commencing on the Effective Date and ending thirty (30) days after the Effective Date (the “ PGMI New Operator Deadline ”), the PGMI Parties shall have the right to procure an established golf operator, third-party willing to invest in PGMI or one or more third-parties willing to be admitted as shareholders of PGMI (in either instance, a “ New Operator ”) which satisfies all of the New Operator Requirements/Agreements (defined below). “ New Operator Requirements/Agreements ” shall mean, and shall be comprised of all of, the following clauses (i) through (v) of this Section 6(a) :

(i) New Operator shall cause Tenant to deliver to Landlords a cash security deposit in an amount to be negotiated and agreed to by Landlords and New Operator as the aggregate cash security deposit under the Leases (the “ New Aggregate Cash Security Deposit ”), and the Pooling Agreement and the Leases shall be amended to reflect the New Aggregate Cash Security Deposit.

(ii) New Operator shall cause Tenant to obtain a working capital line of credit, or other form of immediately liquid cash equivalents acceptable to the CNL Parties in their sole and absolute discretion, in an aggregate principal amount to be negotiated and agreed to by Landlords and New Operator (the “ Line of Credit ”) from an institutional lender reasonably acceptable to Landlords. The Line of Credit shall (A) be on terms customary for commercial loan transactions and reasonably acceptable to Landlords, (B) be maintained throughout the Term of the Leases, (C) be used solely for the payment of Rent and Operating Expenses in connection with the Leases, and (D) not be secured, in any manner whatsoever, by any of the Leased Property under any Lease or Tenant’s leasehold interest under the Leases.

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(iii) The Leases shall be amended and restated to address clauses (i) and (ii) above, those changes necessary to conform the Leases to the CNL Parties’ current form of “Lease”, including without limitation inclusion of those provisions set forth in Schedule 20.4 of the Leases, and any other business and economic terms necessary or required in the CNL Parties’ sole opinion and discretion to induce the New Operator to invest in PGMI and/or acquire some or all of the capital stock of PGMI.

(iv) The Ancillary Documents shall be amended, modified and/or terminated in the sole discretion of the CNL Parties.

(v) New Operator (A) shall have a financial net worth of at least $25,000,000.00, exclusive of the amount of the Security Deposit to be held by Landlords under the amended and restated Leases, (B) shall have a demonstrated history of operating Comparable Golf Course Facilities or is determined to be a suitable third-party investor in the sole and absolute discretion of the CNL Parties, (C) is not, and/or, is not controlled by, in the CNL Parties sole determination, a person or persons known in the community as being of bad moral character, or who have been convicted of a felony in any state or federal court, (D) or any Affiliate thereof, is not currently in default with respect to any material agreement with any CNL Party or Affiliate thereof, and (E) or any Affiliate thereof, is not currently involved in any material dispute and/or litigation with any CNL Party or Affiliate thereof.

In the event that no later than the PGMI New Operator Deadline, the PGMI Parties procure a New Operator (a “ PGMI Selected New Operator ”) that meets and satisfies the New Operator Requirements/Agreements, then the CNL Parties shall have the right, in their sole and absolute discretion, to either (a) accept the PGMI Selected New Operator and proceed to Closing under this Option 1, in which case, (i) the PGMI Pledge Agreement shall be terminated and the certificate(s) and stock power(s) representing the PGMI Stock pledged thereunder shall be released from escrow and returned to the PGMI Parties and/or the PGMI Selected New Operator, as the case may be, at Closing, and (ii) all Deferred Rents that have not been paid to Landlords as of the Closing Date under Option 1 shall be waived at Closing, or (b) select either Option 2 (defined below) or Option 3 (defined below), and proceed to Closing with respect thereto.

In the event that the PGMI Parties shall fail to procure a PGMI Selected New Operator that meets and satisfies the New Operator Requirements/Agreements by the PGMI New Operator Deadline, then the CNL Parties shall have the right, in their sole and absolute discretion, to either (a) identify a New Operator that meets the New Operator Requirements/Agreements (the “ CNL Selected New Operator ”) and introduce such CNL Selected New Operator to the PGMI Parties for their consideration in effecting Option 1, in which case, so long as the PGMI Parties agree to close under Option 1 with such CNL Selected New Operator, (i) the PGMI Pledge Agreement shall be terminated and the certificate(s) and stock power(s) representing the PGMI Stock pledged thereunder shall be released from escrow and returned to the PGMI Parties or the CNL Selected New Operator, as the case may be, at Closing, and (ii) all Deferred Rents that have not been paid to Landlords as of the Closing Date under Option 1 shall be waived at Closing, or (b) select either Option 2 or Option 3, and proceed to Closing with respect thereto.

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In the event that the CNL Parties identify and introduce to the PGMI Parties a CNL Selected New Operator for purposes of effecting Option 1 pursuant to the immediately preceding paragraph, and the PGMI Parties do not cooperate in good faith in connection with effecting and closing the transactions contemplated under Option 1 with said CNL Selected New Operator, then the CNL Parties shall have the right, in their sole and absolute discretion, to either (a) declare the PGMI Parties in default hereunder in accordance with the terms and provisions of Section 14(b) hereof, or (b) select either Option 2 or Option 3, and proceed to Closing with respect thereto.

As applicable, the foregoing provisions set forth in this Section 6 shall be referred to herein as “ Option 1 ”.

In the event that the CNL Parties elect to proceed under Option 1, Option 2 or Option 3 pursuant to this Section 6(a) or pursuant to Section 6(b) or Section 6(c) , as applicable, and thereafter determine in their sole and absolute discretion that it is not in the CNL Parties’ best interests to proceed to Closing under the originally selected Option, then the CNL Parties shall have the right, upon reasonable written notice to the PGMI Parties, to proceed under an Option other than the originally selected Option.

(b) Lease Resolution Transaction-Option 2 . The Option 2 Terminated Leases (defined below) shall be terminated in their entirety, with the Option 2 Remaining Leases (defined below) being amended and restated as provided hereinbelow. For purposes of this Section 6(b) and other applicable provisions of this Agreement, the following defined terms shall have the following meanings:

“ Option 2 Remaining Lease(s) ” shall mean, individually or collectively as the context requires, (1) the Lease identified as Item 15 on Exhibit C , and (2) to the extent Landlords are unable to obtain Ground Lessor Consent and/or Lender Consent (each as defined below) with respect to the termination of any one or more Leases identified as Items 38 through 43 on Exhibit C ; provided, however, that CNL shall have the right, notwithstanding the failure to obtain such Ground Lessor Consent and/or Lender Consent, to terminate any such Lease, in which case each such terminated Lease shall be deemed and treated as an Option 2 Terminated Lease, and shall be subject to the provisions of this Agreement with respect to Option 2 Terminated Leases.

“ Option 2 Terminated Lease(s) ” shall mean, individually or collectively as the context requires, each Lease that is not an Option 2 Remaining Lease.

In connection with the foregoing, the following shall occur on or prior to the Closing Date:

(i) With respect to each Option 2 Terminated Lease, the applicable Landlord and (A) Tenant shall execute and deliver to each other a Lease Termination Agreement, in form acceptable to Landlords in their sole discretion (each, a “ Lease Termination ”), and (B) PGMI shall execute and deliver to each other a PGMI Guaranty Termination.

(ii) With respect to each Option 2 Terminated Lease, the aggregate amount of all funds in the Reserve accounts established and maintained by Tenant under Section 5.2 of the

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Leases (the “ Aggregate Reserves Amount ”) shall be relinquished by Tenant to Landlords in its entirety, and, in connection therewith, Tenant shall have no further right to or interest in such Aggregate Reserves Amount whatsoever, from and after the Closing Date.

(iii) With respect to each Option 2 Terminated Lease, to the extent assignable under Applicable Law, the PGMI Parties shall transfer, assign and convey to the applicable Landlords, or designee(s) of such Landlords, all licenses and permits required in connection with the ownership and operation of the applicable Leased Property, including, without limitation, all liquor licenses (the “ Licenses and Permits Transfers ”). In connection therewith, the PGMI Parties agree to fully cooperate in good faith in connection with obtaining any approvals or consents necessary in order to effect the Licenses and Permits Transfers and agrees to enter into any interim management agreements necessary or required in order to effect the same.

(iv) With respect to each Option 2 Terminated Lease, and with respect to the contracts required in connection with the ownership and operation of the applicable Leased Property thereunder (the “ Operating Contracts ”), the PGMI Parties shall transfer, assign and convey to the applicable Landlords, or designee(s) of such Landlords, as directed by the CNL Parties, its rights and obligations under those Operating Contracts existing as of the Effective Date and under those Operating Contracts entered into from and after the Effective Date but prior to Closing as permitted pursuant to Section 8(b) of this Agreement, which in each case are assignable without payment of any fee or cost (collectively, the “ Assignable Operating Contracts ”). Each Landlord, or designee(s) of a Landlord, as the case may be, shall be required to assume only those obligations of the applicable PGMI Parties under the Assignable Operating Contracts which arise from and after the date of assignment. With respect to Operating Contracts that exist as of the date of Closing which are not Assignable Operating Contracts (the “ Non-Assignable Operating Contracts ”), the PGMI Parties shall, in their sole discretion, either (i) retain the Non-Assignable Operating Contracts, (ii) terminate the Non-Assignable Operating Contracts at the PGMI Parties’ sole cost or expense, or (iii) pay the fee, cost or expense required in order to cause one or more Non-Assignable Operating Contracts to be assigned to the applicable Landlord or designee of such applicable Landlord, in which case any such Non-Assignable Operating Contract that is to be assigned to Landlord or Landlord’s designee shall be deemed to be and included as an Assignable Operating Contract. The instruments pursuant to which the Assignable Operating Contracts are assigned to the Landlords or designee(s) of Landlords shall be referred to as the “ Contracts Assignments ”.

(v) With respect to the applicable Option 2 Terminated Leases, the PGMI Parties shall transfer, assign and convey to the applicable Landlords, or designee(s) of such Landlords, as directed by the CNL Parties, its position under the Membership Documents and under the Trust Assumption Agreement with respect to the applicable Property or Properties, all in accordance with Section 22.1.4 of the Leases; provided , however , that the CNL Parties agree to use their best efforts to cause such designee(s) to assume the Retained Refund Liability for the applicable Property (the “ Membership Documents Assignments ”).

(vi) With respect to the Option 2 Terminated Leases, the PGMI Parties agree to fully cooperate with and take all actions necessary or required in the sole opinion and discretion of the CNL Parties, whether prior to or following the Closing Date, in order to effect an orderly transition of management of the applicable Properties.

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(vii) Provided the PGMI Parties fully cooperate in good faith in connection with the termination of the Option 2 Terminated Leases as required herein, the CNL Parties agree to renegotiate, in good faith, the terms of the Option 2 Remaining Leases to reflect the economics of the applicable Properties (i.e., Security Deposits, Minimum Rent, Additional Minimum Rent and Reserves) (the “ Option 2 Amended and Restated Lease(s) ”). The Option 2 Amended and Restated Leases shall further reflect, at CNL’s sole option and discretion, changes necessary to include Sections 20.4.1 and 20.4.2(h) of Schedule 20.4 in Article 20 of each Option 2 Amended and Restated Lease as well as the deletion of any right of first offer in favor of Tenant provided for in the Option 2 Remaining Leases (collectively, the “ Form A&R Lease Changes ”).

(viii) Neither Tenant nor any other PGMI Party shall be entitled to any payment or fee in connection with or as a result of the termination of the Option 2 Terminated Leases or the transaction otherwise contemplated by Option 2.

(ix) The Ancillary Documents shall be amended, modified and/or terminated in the sole discretion of the CNL Parties in order to effect the terms of Option 2.

(x) Simultaneously with the final Closing with respect to the Option 2 Terminated Leases and the Option 2 Remaining Leases under this Section 6(b) and in accordance with Sections 10 and 12 hereof, (A) the PGMI Pledge Agreement shall be terminated and the certificate(s) and stock power(s) representing the PGMI Stock pledged thereunder shall be released from escrow and returned to the PGMI Parties, and (B) payment of Deferred Rents that have not been paid to Landlords as of the final Closing Date under Option 2 shall be waived by Landlords, and Landlords shall provide written evidence of such waiver to the PGMI Parties.

Clause (b)(i) through (x) of this Section 6 shall be referred to herein as “ Option 2 ”.

(c) Lease Resolution Transaction-Option 3 . The Leases identified as Items 8 through 14 and Items 16 through 43 on Exhibit C (the “ Option 3 Terminated Lease(s) ”) shall be terminated in their entirety, with the remaining Leases (the “ Option 3 Remaining Lease(s) ”) being amended and restated as provided hereinbelow; provided , however , that the CNL Parties shall have the right, in their sole and absolute discretion, to elect Leases in addition to the foregoing Option 3 Terminated Leases not be terminated, in which case such non-terminated Leases shall remain with Tenant and shall be deemed and treated as Option 3 Remaining Leases for purposes hereof. In connection with the foregoing, the following shall occur on or prior to the Closing Date:

(i) All of the provisions set forth herein with respect to Option 2 Terminate