Rfs Partnership Lp Sample Contracts

Rfs Partnership Lp – News Release (April 9th, 2004)

Exhibit 99.3 [GRAPHIC OMITTED] News Release FOR INFORMATION CONTACT: Paul Williams Senior Vice President, Corporate Strategy & Capital Markets CNL Hospitality Corp. (407) 650-3620 FOR IMMEDIATE RELEASE March 31, 2004 RFS PARTNERSHIP COMMENCES CASH TENDER OFFER Orlando, FL - RFS Partnership, L.P. and RFS 2002 Financing, Inc. (the "Companies") announced today that they have commenced a cash tender offer (the "Offer") for any and all of the $79,450,000 aggregate outstanding principal amount of 9-3/4% Senior Notes due 2012 (the "Notes") (CUSIP # 74956MAB6). The Companies are offering to purchase the Notes for $1,160.00 in cash per $1,000 principal amount of Notes, including an early participation payment of $30.00 per $

Rfs Partnership Lp – 9 3/4% SENIOR NOTES DUE 2012 (April 9th, 2004)

Exhibit 99.1 OFFER TO PURCHASE AND CONSENT SOLICITATION STATEMENT RFS PARTNERSHIP, L.P. RFS 2002 FINANCING, INC. OFFER TO PURCHASE FOR CASH AND SOLICITATION OF CONSENTS FOR ANY AND ALL OF ITS OUTSTANDING 9 3/4% SENIOR NOTES DUE 2012 CUSIP NO. 74956MAB6 THE TENDER OFFER AND CONSENT SOLICITATION WILL EXPIRE AT 12:00 MIDNIGHT, NEW YORK CITY TIME, ON TUESDAY, APRIL 27, 2004, UNLESS EXTENDED BY THE COMPANY IN ITS SOLE DISCRETION (SUCH TIME AND DATE, AS MAY BE EXTENDED, THE "EXPIRATION DATE"). IN ADDITION, HOLDERS (AS DEFINED HEREIN) MUST VALIDLY TENDER AND NOT VALIDLY WITHDRAW THEIR NOTES ON OR PRIOR TO 5:00 P.M., NEW YORK CITY TIME, ON TUESDAY, APRIL 13, 2004, UNLESS EXTENDED BY THE COMPANY IN ITS SOLE DISCRETION (SUCH TIME AND DATE, AS MAY BE EXTEND

Rfs Partnership Lp – 9 3/4% SENIOR NOTES DUE 2012 (April 9th, 2004)

Exhibit 99.2 LETTER OF TRANSMITTAL AND CONSENT OF RFS PARTNERSHIP, L.P. AND RFS 2002 FINANCING, INC. PURSUANT TO THE OFFER TO PURCHASE AND CONSENT SOLICITATION STATEMENT DATED MARCH 31, 2004 FOR ANY AND ALL OF ITS OUTSTANDING 9 3/4% SENIOR NOTES DUE 2012 (CUSIP NO. 74956MAB6) THE TENDER OFFER AND THE CONSENT SOLICITATION WILL EXPIRE AT 12:00 MIDNIGHT, NEW YORK CITY TIME, ON TUESDAY, APRIL 27, 2004, UNLESS EXTENDED BY THE COMPANY IN ITS SOLE DISCRETION (SUCH TIME AND DATE, AS MAY BE EXTENDED, THE "EXPIRATION DATE"). IN ADDITION, HOLDERS (AS DEFINED HEREIN) MUST VALIDLY TENDER AND NOT VALIDLY WITHDRAW THEIR NOTES ON OR PRIOR TO 5:00 P.M., NEW YORK

Rfs Partnership Lp – MEZZANINE LOAN AGREEMENT Dated as of December 23, 2003 Between (March 30th, 2004)

THIS MEZZANINE LOAN AGREEMENT, dated as of December 23, 2003 (as amended, restated, replaced, supplemented or otherwise modified from time to time, this “Agreement”), between FLEET NATIONAL BANK, a national banking association, having an address at 100 Federal Street, MA DE 10009A, Boston, Massachusetts 02110 (together with its successors and/or assigns, “Lender”) and ROSE MEZZANINE SPE, LP, a Delaware limited partnership having an address at 450 South Orange Avenue, Orlando, Florida 32801-3336 (together with its successors and/or assigns, “Borrower”).

Rfs Partnership Lp – SUPPLEMENTAL INDENTURE Dated as of June 9, 1997 Between (March 30th, 2004)

Supplemental Indenture (this “Supplemental Indenture”), dated as of July 10, 2003, among CNL Rose Acquisition Corp., a Delaware corporation (the “Surviving Entity”), RFS Partnership, L.P., a Tennessee limited partnership (an “Issuer”), RFS 2002 Financing, Inc., a Tennessee corporation, and U.S. Bank National Association, as trustee under the Indenture referred to below (the “Trustee”).

Rfs Partnership Lp – AMENDED AND RESTATED LOAN AGREEMENT Dated as of December 4, 2003 Between ROSE SPE 1, LP, as Borrower and BANK OF AMERICA, N.A., as Lender (March 30th, 2004)

THIS AMENDED AND RESTATED LOAN AGREEMENT, dated as of December 4, 2003 (as amended, restated, replaced, supplemented or otherwise modified from time to time, this “Agreement”), between BANK OF AMERICA, N.A., a national banking association, having an address at Bank of America Corporate Center, 214 North Tryon Street, Charlotte, North Carolina 28255 (together with its successors and/or assigns, “Lender”) and ROSE SPE 1, LP, a Delaware limited partnership having an address at 450 South Orange Avenue, Orlando, Florida 32801-3336 (together with its successors and/or assigns, “Borrower”).

Rfs Partnership Lp – News Release (August 29th, 2003)

Exhibit 99.1 News Release FOR INFORMATION CONTACT: Lauren Harris Director of Marketing CNL Real Estate Services, Inc. (407) 650-1205 FOR IMMEDIATE RELEASE August 29, 2003 RFS PARTNERSHIP, L.P. ANNOUNCES RESULTS OF ITS CHANGE OF CONTROL OFFER ORLANDO, FL - RFS Partnership, L.P. ("RFS") announced today that in accordance with its previously announced change of control offer, holders of $41,770,000 of its 9.75 percent Senior Notes have required RFS to repurchase that amount of their notes in accordance with the indenture. ###

Rfs Partnership Lp – SECURITY AND PLEDGE AGREEMENT (GP/LP) (July 25th, 2003)

Exhibit 10.7 SECURITY AND PLEDGE AGREEMENT (GP/LP) THIS SECURITY AND PLEDGE AGREEMENT (this "AGREEMENT"), dated as of July 10, 2003, made by CNL ROSE GP CORP., a Delaware corporation (the "PLEDGOR"), in favor of BANK OF AMERICA, N.A., as administrative agent (the "ADMINISTRATIVE AGENT") for the banks and other financial institutions ("LENDERS") parties to the Credit Agreement referred to below. RFS Partnership, L.P., a Tennessee limited partnership ("PARTNERSHIP"), and RFS Financing Partnership, L.P., a Tennessee limited partnership ("FINANCING;" Partnership and Financing are each a "BORROWER" and collectively, "BORROWERS") are parties to the Credit Agreement, dated as of the date of this Agreement (as the same may be amended, supplemented or modified from time to time, the "CREDIT AGREEMENT"), among Borrowers, CNL Hospitality Properties, Inc., the Lenders, and the Administrative Age

Rfs Partnership Lp – SECURITY AND PLEDGE AGREEMENT (STOCK) (July 25th, 2003)

Exhibit 10.6 SECURITY AND PLEDGE AGREEMENT (STOCK) THIS SECURITY AND PLEDGE AGREEMENT (this "AGREEMENT"), dated as of July 10, 2003, made by CNL Hospitality Properties, Inc. a corporation organized under the laws of the State of Maryland ("PLEDGOR"), in favor of BANK OF AMERICA, N.A., as administrative agent (the "ADMINISTRATIVE AGENT") for the banks and other financial institutions ("LENDERS") parties to the Credit Agreement referred to below. RFS Partnership, L.P., a Tennessee limited partnership ("OPERATING COMPANY"), and RFS Financing Partnership, L.P., a Tennessee limited partnership ("FINANCING;" Operating Company and Financing are each a "BORROWER" and collectively, "BORROWERS"), are parties to the Credit Agreement, dated as of the date of this Agreement (as the same may be amended, supplemented or modified from time to time, the "CREDIT AGREEMENT"), among Borrowers, CNL Hospi

Rfs Partnership Lp – SECURITY AND PLEDGE AGREEMENT (STOCK) (July 25th, 2003)

Exhibit 10.4 SECURITY AND PLEDGE AGREEMENT (STOCK) THIS SECURITY AND PLEDGE AGREEMENT (this "AGREEMENT"), dated as of July 10, 2003, made by RFS Partnership, L.P. a limited partnership organized under the laws of the State of Tennessee ("PLEDGOR"), in favor of BANK OF AMERICA, N.A., as administrative agent (the "ADMINISTRATIVE AGENT") for the banks and other financial institutions ("LENDERS") parties to the Credit Agreement referred to below. Pledgor and RFS Financing Partnership, L.P., a Tennessee limited partnership ("FINANCING;" Operating Company and Financing are each a "BORROWER" and collectively, "BORROWERS"), are parties to the Credit Agreement, dated as of the date of this Agreement (as the same may be amended, supplemented or modified from time to time, the "CREDIT AGREEMENT"), among Borrowers, CNL Hospitality Properties, Inc., the Lenders, and the Administrative Agent, pursu

Rfs Partnership Lp – SECURITY AND PLEDGE AGREEMENT (STOCK) (July 25th, 2003)

Exhibit 10.10 SECURITY AND PLEDGE AGREEMENT (STOCK) THIS SECURITY AND PLEDGE AGREEMENT (this "AGREEMENT"), dated as of July 10, 2003, made by RFS Partnership, L.P. a limited partnership organized under the laws of the State of Tennessee ("PLEDGOR"), in favor of BANK OF AMERICA, N.A., as administrative agent (the "ADMINISTRATIVE AGENT") for the banks and other financial institutions ("LENDERS") parties to the Credit Agreement referred to below. Pledgor and RFS Financing Partnership, L.P., a Tennessee limited partnership ("FINANCING;" Operating Company and Financing are each a "BORROWER" and collectively, "BORROWERS"), are parties to the Credit Agreement, dated as of the date of this Agreement (as the same may be amended, supplemented or modified from time to time, the "CREDIT AGREEMENT"), among Borrowers, CNL Hospitality Properties, Inc., the Lenders, and the Administrative Agent, pursu

Rfs Partnership Lp – SECURITY AND PLEDGE AGREEMENT (GP/LP) (July 25th, 2003)

Exhibit 10.5 SECURITY AND PLEDGE AGREEMENT (GP/LP) THIS SECURITY AND PLEDGE AGREEMENT (this "AGREEMENT"), dated as of July 10, 2003, made by CNL ROSE ACQUISITION CORP., a Delaware corporation (the "PLEDGOR"), in favor of BANK OF AMERICA, N.A., as administrative agent (the "ADMINISTRATIVE AGENT") for the banks and other financial institutions ("LENDERS") parties to the Credit Agreement referred to below. RFS Partnership, L.P., a Tennessee limited partnership ("PARTNERSHIP"), and RFS Financing Partnership, L.P., a Tennessee limited partnership ("FINANCING;" Partnership and Financing are each a "BORROWER" and collectively, "BORROWERS") are parties to the Credit Agreement, dated as of the date of this Agreement (as the same may be amended, supplemented or modified from time to time, the "CREDIT AGREEMENT"), among Borrowers, CNL Hospitality Properties, Inc., the Lenders, and the Administr

Rfs Partnership Lp – SECURITY AND PLEDGE AGREEMENT (LLC) (July 25th, 2003)

Exhibit 10.14 SECURITY AND PLEDGE AGREEMENT (LLC) THIS SECURITY AND PLEDGE AGREEMENT (this "AGREEMENT"), dated as of July 10, 2003, made by RFS PARTNERSHIP, L.P., a Tennessee limited partnership ("PLEDGOR"), in favor of BANK OF AMERICA, N.A., as administrative agent ("ADMINISTRATIVE AGENT") for the banks and other financial institutions ("LENDERS") parties to the Credit Agreement referred to below. Pledgor and RFS Financing Partnership, L.P., a Tennessee limited partnership ("FINANCING;" Pledgor and Financing are each a "BORROWER" and collectively, "BORROWERS"), are parties to the Credit Agreement, dated as of the date of this Agreement (as the same may be amended, supplemented or modified from time to time, the "CREDIT AGREEMENT"), among Borrowers, CNL Hospitality Properties, Inc., the Lenders, and the Administrative Agent, pursuant to which the Lenders have agreed, among other thing

Rfs Partnership Lp – SECURITY AND PLEDGE AGREEMENT (LLC) (July 25th, 2003)

Exhibit 10.11 SECURITY AND PLEDGE AGREEMENT (LLC) THIS SECURITY AND PLEDGE AGREEMENT (this "AGREEMENT"), dated as of July 10, 2003, made by RFS PARTNERSHIP, L.P., a Tennessee limited partnership ("PLEDGOR"), in favor of BANK OF AMERICA, N.A., as administrative agent ("ADMINISTRATIVE AGENT") for the banks and other financial institutions ("LENDERS") parties to the Credit Agreement referred to below. Pledgor and RFS Financing Partnership, L.P., a Tennessee limited partnership ("FINANCING;" Pledgor and Financing are each a "BORROWER" and collectively, "BORROWERS"), are parties to the Credit Agreement, dated as of the date of this Agreement (as the same may be amended, supplemented or modified from time to time, the "CREDIT AGREEMENT"), among Borrowers, CNL Hospitality Properties, Inc., the Lenders, and the Administrative Agent, pursuant to which the Lenders have agreed, among other thing

Rfs Partnership Lp – SECURITY AND PLEDGE AGREEMENT (STOCK) (July 25th, 2003)

Exhibit 10.13 SECURITY AND PLEDGE AGREEMENT (STOCK) THIS SECURITY AND PLEDGE AGREEMENT (this "AGREEMENT"), dated as of July 10, 2003, made by RFS Partnership, L.P. a limited partnership organized under the laws of the State of Tennessee ("PLEDGOR"), in favor of BANK OF AMERICA, N.A., as administrative agent (the "ADMINISTRATIVE AGENT") for the banks and other financial institutions ("LENDERS") parties to the Credit Agreement referred to below. Pledgor and RFS Financing Partnership, L.P., a Tennessee limited partnership ("FINANCING;" Operating Company and Financing are each a "BORROWER" and collectively, "BORROWERS"), are parties to the Credit Agreement, dated as of the date of this Agreement (as the same may be amended, supplemented or modified from time to time, the "CREDIT AGREEMENT"), among Borrowers, CNL Hospitality Properties, Inc., the Lenders, and the Administrative Agent, pursu

Rfs Partnership Lp – SECURITY AND PLEDGE AGREEMENT (LP) (July 25th, 2003)

Exhibit 10.12 SECURITY AND PLEDGE AGREEMENT (LP) THIS SECURITY AND PLEDGE AGREEMENT (this "AGREEMENT"), dated as of July 10, 2003, made by RFS Partnership, L.P., a limited partnership organized under the laws of the State of Tennessee (the "PLEDGOR"), in favor of BANK OF AMERICA, N.A., as administrative agent (the "ADMINISTRATIVE AGENT") for the banks and other financial institutions ("LENDERS") parties to the Credit Agreement referred to below. Pledgor and RFS Financing Partnership, L.P., a Tennessee limited partnership ("PARTNERSHIP;" Pledgor and Partnership are each a "BORROWER" and collectively, "BORROWERS"), are parties to the Credit Agreement, dated as of the date of this Agreement (as the same may be amended, supplemented or modified from time to time, the "CREDIT AGREEMENT"), among Borrowers, CNL Hospitality Properties, Inc., the Lenders, and the Administrative Agent pursuant

Rfs Partnership Lp – CONTINUING GUARANTY AGREEMENT (July 25th, 2003)

Exhibit 10.3 CONTINUING GUARANTY AGREEMENT THIS CONTINUING GUARANTY AGREEMENT (this "Guaranty") is entered into as of July 10, 2003, by each of CNL Hospitality Properties, Inc., a Maryland corporation, CNL Rose GP Corp., a Delaware corporation, and CNL Rose Acquisition Corp., a Delaware corporation (collectively, "Guarantors" and each individually, a "Guarantor") in favor of BANK OF AMERICA, N.A., as administrative agent (in such capacity, "Administrative Agent") for the banks and other financial institutions ("Lenders") that are parties to the Credit Agreement described below. RFS Partnership, L.P., a Tennessee limited partnership ("Operating Company"), and RFS Financing Partnership, L.P., a Tennessee limited partnership ("Financing;" Operating Company and Financing are each a "Borrower" and collectively, "Borrowers"), are parties to the Credit Agreement, dated as of the

Rfs Partnership Lp – AGREEMENT OF LIMITED PARTNERSHIP (July 25th, 2003)

Exhibit 3.2 SIXTH AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF RFS PARTNERSHIP, L.P. THIS SIXTH AMENDED AND RESTATED AGREEMENT of Limited Partnership (the "Agreement") of RFS PARTNERSHIP, L.P., a Tennessee limited partnership (the "Partnership"), dated as of July 10, 2003, is entered into by and between CNL ROSE GP CORP., a Delaware corporation, and CNL ROSE ACQUISITION CORP., a Delaware corporation. PRELIMINARY STATEMENTS A. The sole General Partner and the sole Limited Partner desire to terminate the current Fifth Amended and Restated Partnership Agreement, dated January 2, 2001, by and among the Partnership and its partners; and B. Whereas, the parties wish to provide for the harmonious management of the Partnership pursuant

Rfs Partnership Lp – SECURITY AND PLEDGE AGREEMENT (STOCK) (July 25th, 2003)

Exhibit 10.8 SECURITY AND PLEDGE AGREEMENT (STOCK) THIS SECURITY AND PLEDGE AGREEMENT (this "AGREEMENT"), dated as of July 10, 2003, made by CNL Hospitality Properties, Inc. a corporation organized under the laws of the State of Maryland ("PLEDGOR"), in favor of BANK OF AMERICA, N.A., as administrative agent (the "ADMINISTRATIVE AGENT") for the banks and other financial institutions ("LENDERS") parties to the Credit Agreement referred to below. RFS Partnership, L.P., a Tennessee limited partnership ("OPERATING COMPANY"), and RFS Financing Partnership, L.P., a Tennessee limited partnership ("FINANCING;" Operating Company and Financing are each a "BORROWER" and collectively, "BORROWERS"), are parties to the Credit Agreement, dated as of the date of this Agreement (as the same may be amended, supplemented or modified from time to time, the "CREDIT AGREEMENT"), among Borrowers, CNL Hospi

Rfs Partnership Lp – SECURITY AND PLEDGE AGREEMENT (GP/LP) (July 25th, 2003)

Exhibit 10.9 SECURITY AND PLEDGE AGREEMENT (GP/LP) THIS SECURITY AND PLEDGE AGREEMENT (this "AGREEMENT"), dated as of July 10, 2003, made by RFS PARTNERSHIP, L.P., a Tennessee limited partnership (the "PLEDGOR"), in favor of BANK OF AMERICA, N.A., as administrative agent (the "ADMINISTRATIVE AGENT") for the banks and other financial institutions ("LENDERS") parties to the Credit Agreement referred to below. Pledgor and RFS Financing Partnership, L.P., a Tennessee limited partnership ("FINANCING;" Pledgor and Financing are each a "BORROWER" and collectively, "BORROWERS"), are parties to the Credit Agreement, dated as of the date of this Agreement (as the same may be amended, supplemented or modified from time to time, the "CREDIT AGREEMENT"), among Borrowers, CNL Hospitality Properties, Inc., the Lenders, and the Administrative Agent pursuant to which the Lenders have agreed, among oth

Rfs Partnership Lp – RFS ACQUISITION AGREEMENT (July 25th, 2003)

Exhibit 2.1 RFS ACQUISITION AGREEMENT CNL Hospitality Partners/CNL Hotel RI-Orlando/CNL Hotel CY-Edison THIS RFS ACQUISITION AGREEMENT ("Agreement") made as of the 10th day of July, 2003 by and among CNL HOSPITALITY PARTNERS, LP, a Delaware limited partnership, CNL HOTEL RI-ORLANDO, LTD., a Florida limited partnership, CNL HOTEL CY-EDISON, LP, a Delaware limited partnership (collectively, "CNL"), RFS PARTNERSHIP, L.P., a Tennessee limited partnership (the "Company"), and CNL ROSE ACQUISITION CORP., a Delaware corporation and owner of 99.9% of the partnership interests of the Company ("Rose Acquisition"). RECITALS WHEREAS, CNL owns the fee simple title to the existing hotel properties set forth on Exhibit A attached hereto (collectively, the "Property") and desires that the Property be transferred and conveyed to the Company in exch

Rfs Partnership Lp – RFS PARTNERSHIP, L.P. RFS 2002 FINANCING, INC. (as Issuers) RFS HOTEL INVESTORS, INC. RFS LEASING VII, INC. (each a Guarantor) 9.75% Senior Notes due 2012 (March 15th, 2002)

INDENTURE, dated as of February 26, 2002, among RFS Partnership, L.P., a Tennessee limited partnership (the "Company") and RFS 2002 Financing, Inc., a Tennessee corporation ("Finance" and together with the Company, the "Issuers"), the Guarantors (as defined), and U.S. Bank National Association, as trustee (the "Trustee").

Rfs Partnership Lp – $125,000,000 RFS PARTNERSHIP, L.P. RFS 2002 FINANCING, INC. 9.75% Senior Notes due 2012 REGISTRATION RIGHTS AGREEMENT (March 15th, 2002)

Credit Suisse First Boston Corporation Banc of America Securities LLC c/o Credit Suisse First Boston Corporation Eleven Madison Avenue New York, New York 10010-3629