0001193125-06-055223 Sample Contracts

CONSTRUCTION LOAN AGREEMENT
Construction Loan Agreement • March 16th, 2006 • CNL Income Properties Inc • Real estate investment trusts • Colorado

THIS CONSTRUCTION LOAN AGREEMENT (“Agreement”), made and entered into effective as of March 13, 2006, by and between SHOREFOX DEVELOPMENT, LLC, a Delaware limited liability company, whose address is 62801 U.S. Highway 40, Granby, Colorado 80446, Attention: Mr. Steven S. Bromberg (“Borrower”), and CNL INCOME PARTNERS, LP, a Delaware limited partnership, whose address is CNL Center at City Commons, 450 South Orange Avenue, Orlando, Florida 32801-3336 Attention: Chief Financial Officer, Attention: Corporate Counsel (“Lender”).

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PURCHASE AND SALE AGREEMENT BETWEEN ROUTE 66 REAL ESTATE L.L.C., an Oklahoma limited liability company AS SELLER, AND CNL INCOME PROPERTIES, INC. a Maryland corporation, AS PURCHASER DATED AS OF March 10, 2006
Purchase and Sale Agreement • March 16th, 2006 • CNL Income Properties Inc • Real estate investment trusts • Oklahoma

THIS PURCHASE AGREEMENT (this “Agreement”) is made as of March 10, 2006 (the “Effective Date”), by and between ROUTE 66 REAL ESTATE L.L.C., an Oklahoma limited liability company (“Seller”), and CNL INCOME PROPERTIES, INC., a Maryland corporation (“Purchaser”) (each a “Party” and together the “Parties”).

MEZZANINE LOAN AGREEMENT between MIZNER COURT HOLDINGS, L.P., as Borrower, and COLUMN FINANCIAL, INC., as Lender Dated as of October 14, 2005
Mezzanine Loan Agreement • March 16th, 2006 • CNL Income Properties Inc • Real estate investment trusts • New York

THIS MEZZANINE LOAN AGREEMENT, dated as of October 14, 2005 (as amended, restated, replaced, supplemented or otherwise modified from time to time, this “Agreement”), is between COLUMN FINANCIAL, INC., having an address at 11 Madison Avenue, New York, New York 10010 (together with its successors and assigns, “Lender”), and MIZNER COURT HOLDINGS, L.P., a Delaware limited partnership, having its principal place of business c/o Stoltz Companies, 301 Yomato Road, Suite 3101, Boca Raton, Florida 33431 (“Borrower”).

FIRST AMENDMENT OF MEZZANINE LOAN AGREEMENT
Mezzanine Loan Agreement • March 16th, 2006 • CNL Income Properties Inc • Real estate investment trusts • New York

THIS AMENDMENT OF MEZZANINE LOAN AGREEMENT (this “Amendment”) is made as of the 14th day of October, 2005 by and between MIZNER COURT HOLDINGS, L.P., a Delaware limited partnership having its principal place of business c/o Stoltz Companies, 301 Yomato Road, Suite 3101, Boca Rotar, Florida 33431 (“Borrower”) and COLUMN FINANCIAL, INC., having an address at 11 Madison Avenue, New York, New York 10010 (“Lender”).

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