A resolution consenting to the assignment of the Amended and Restated Lease for the Renaissance Nashville Hotel from RHOC Nashville Hotel, LLC (f/k/a CTF Nashville Hotel, LLC) to __________, a wholly-owned subsidiary of Highland Hospitality Corporation, LLC, and accepting the sum of $2,342,000 for the Landlord's participation in the profits of the assignment.

Whereas, by passage of Ordinance No. 089-1048 on December 19, 1989, the Metropolitan Council approved the Amended and Restated Lease between The Metropolitan Government of Nashville and Davidson County and Holdings of Nashville, Inc., as Tenant, (the "Lease") for operation of the Renaissance Hotel; and,

Whereas, under the Lease, the Metropolitan Government, as the landlord, is the owner of the real property and the adjacent Convention Center, while the Tenant owns the hotel structure and a third-party is to manage and operate the hotel; and,

Whereas, RHOC Nashville Hotel, LLC is the current Tenant and its assets were purchased by Marriott International, Inc. ("Marriott") in 2005; and,

Whereas, a separate subsidiary of Marriott, Renaissance Hotel Operating Company, LLC (the "Manager"), currently manages and operates the hotel and has performed those functions since 1997; and,

Whereas, representatives of Marriott have informed representatives of the Metropolitan Government that Marriott's business model does not normally include ownership of the hotels it manages, and that they intend to sell the ownership interest in the Renaissance Hotel; and,

Whereas, by proper notice with supporting documentation and financial statements dated December 7, 2005, and received on December 8, 2005, Marriott formally requested the Metropolitan Government's consent to assignment of the Lease to a new Tenant, _________________, a wholly-owned subsidiary of Highland Hospitality Corporation (the Parent") and that the current Manager will continue to operate the hotel under contract with the new Tenant; and,

Whereas, the Lease also provides that the Metropolitan Government to receive a 20% share of the anticipated profit from the assignment and that share is $2,234,000; and,

Whereas, the Metropolitan Government has examined the transaction, the anticipated profit and the financial capability and stability of the Parent and has concluded that the anticipated share of the profits is correct and that the Parent possesses the requisite financial capability and stability to assume the role of Tenant through its subsidiary, __________________.

Now, therefore, be it resolved by the Council of The Metropolitan Government of Nashville and Davidson County:

Section 1: That the Metropolitan Council hereby consents to the assignment of the Lease from RHOC Nashville Hotel, LLC to a subsidiary of Marriott International to _______________, a subsidiary of Highland Hospitality Corporation, LLC, and that the Lease shall be considered as amended to reflect the new Tenant and further authorizes the Mayor to execute any document necessary to effect the consent to the assignment.

Section 2: That the sum of $2,342,000, constituting the Landlord's share of the profit from the assignment, is hereby accepted.

Section 3: That this resolution shall take effect from and after its adoption, the welfare of The Metropolitan Government of Nashville and Davidson County requiring it.

Sponsored by: Amanda McClendon