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Exhibit 10.14(c)
SECOND AMENDMENT TO
AGREEMENT OF LIMITED LIABILITY LIMITED PARTNERSHIP
OF
SBR-FORTUNE ASSOCIATES, LLLP
This Second
Amendment ("SECOND AMENDMENT") to the Agreement of Limited
Liability Limited Partnership of
SBR-FORTUNE ASSOCIATES, LLLP, dated as of
January 17, 2005 as amended by that certain
First Amendment to Agreement of
Limited Liability Limited Partnership of
SBR-Fortune Associates, LLLP dated as
of February 25, 2005 (collectively, the
"EXISTING AGREEMENT") is made effective
as of March 2, 2005 by and among the
General Partner (as such term is defined in
the Existing Agreement) and Limited
Partners (as such term is defined in the
Existing Agreement).
WITNESSETH:
WHEREAS, the
General Partner and Limited Partners are all of the parties to
the Existing Agreement; and
WHEREAS, the
General Partner and Limited Partners desire to amend the
Existing Agreement as provided below and,
except as otherwise provided below,
intend that the Existing Agreement shall
remain in full force and effect.
NOW THEREFORE,
in consideration of the agreements and obligations set forth
herein and for other good and valuable
consideration, the receipt and
sufficiency of which are hereby
acknowledged, the General Partner and Limited
Partners hereby agree as follows:
1. The foregoing recitals are
hereby acknowledged to be true and accurate
and are incorporated herein by this
reference. Unless otherwise provided herein
all terms appearing in initial capitalized
letters shall have the meanings
ascribed to them in the Existing
Agreement.
2. The following definitions
shall be added to Section 1.1 and to the
extent a term below appears in Section 1.1
of the Existing Agreement, such
definition shall be replaced with the
following:
"CURRENT
OPERATING EXPENDITURES: The expenditures of the Partnership for
each Fiscal Year, or part thereof, arising
from the ordinary course of the
Partnership's business, including, without
limitation, the following:
(1) general operating
expenses including, but not limited to,
insurance, taxes, assessments, architectural, engineering,
permitting, legal, accounting and other professional fees,
Deferred Fees, marketing, construction and any other expenses
expended on behalf of the Partnership in relation to its
business
operation, but excluding the Hotel Shutdown Payments;
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(2) payments of
principal and interest upon indebtedness of the
Partnership entered into in accordance with the terms of this
Agreement including Designated Expense Item Loans but excluding
Default Financings;
(3) establishment of
appropriate reserves for debt service, capital
improvements and repairs, to provide working capital or any
other
contingency of the Partnership;
(4) expenses incurred
in connection with and the establishment of
reserves for the restoration of the Property resulting from the
casualty or condemnation of the Property; and
(5) defeasance,
prepayment or comparable expenses or charges required
to be paid in connection with the retirement or replacement of
the Existing Indebtedness.
DESIGNATED
EXPENSE ITEM LOANS: Shall have the meaning as set forth in
Section 5.6.
DESIGNATED
EXPENSE ITEMS: Shall have the meaning as set forth in Section
5.6.
EXCESS FINANCING
COSTS: Shall mean the sum of (a) that portion of the
interest expense
of the Partnership for each period in which the drawn down
portion of the
Non-Construction Loan Indebtedness exceeds the sum of (I)
Thirty-Nine
Million Dollars ($39,000,000.00) and (II) the Incremental
Indebtedness,
and which interest portion is attributable to such excess,
plus (b) the
portion of the costs incurred in connection with obtaining,
negotiating and
closing all Non-Construction Loan Indebtedness which are
either (I)
agreed by the Partners, or (II) in the absence of such an
agreement, equal
to the product of (i) all such costs described in clause
(b) incurred by
the Partnership as a result of such Non-Construction Loan
Indebtedness
(but only to the extent such costs would not otherwise have
been incurred
had the Non-Construction Loan Indebtedness not been in excess
of the
Indebtedness Threshold), and (ii) a fraction, the numerator of
which
is the excess of
[(x) the total Non-Construction Loan Indebtedness, over
(y) the sum of
(I) Thirty-Nine Million Dollars ($39,000,000.00) and (II)
the Incremental
Indebtedness] and the denominator of which is the total
Non-Construction
Loan Indebtedness.
EXISTING REALTY
CLAIMS: Those claims which are so defined in the Realty
Purchase
Agreements.
INCREMENTAL
INDEBTEDNESS: The principal amount of indebtedness incurred by
the Partnership
(other than Designated Expense Item Loans), and interest
thereon, t
