AMENDMENT TO OPERATING AGREEMENT OF GROVE SPA, LLC, A DELAWARE LIMITED LIABILITY COMPANY
Exhibit
10(v)
AMENDMENT
TO OPERATING AGREEMENT
OF
GROVE
SPA, LLC,
A
DELAWARE LIMITED LIABILITY COMPANY
This Amendment to Operating Agreement
(the “Amendment”) is
made effective as of November 14, 2008 (the “Effective Date”) by and
between Grove Hotel Partners, LLC, a Delaware limited liability company (“GHP”) and CII Spa, LLC, a
Delaware limited liability company (“CII”) is made and entered into
based upon the following:
RECITALS
X. Xxxxx
House Associates, LLC, a Delaware limited liability company (“NHA”) and CII were the
original Members [as that, and all other capitalized terms not separately
defined herein, is defined in that certain Operating Agreement of Grove Spa,
LLC, a Delaware Limited Liability Company dated as of September 15, 2004 (the
“Operating Agreement”)]
in GROVE SPA, LLC, a Delaware Limited Liability Company (the “Company”).
B. NHA,
pursuant to an Assignment and Assumption of Membership Interest (the “Assignment”) has, immediately
prior to this Amendment, transferred and assigned its Percentage Interest in the
Company to GHP.
C. In
connection with the Assignment, CII consented to the Assignment from NHA to GHP,
all in accordance with the Operating Agreement of the Company and the procedures
and requirements to transfer membership interests contained in the Operating
Agreement.
D. CII
and GHP wish to amend the Operating Agreement to reflect the fact that they are
now the sole Members of the Company.
NOW,
THEREFORE, based on the foregoing, the Operating Agreement is hereby amended as
follows:
1.
|
The
preamble and all other applicable provisions of the Operating Agreement
are amended to reflect that Grove Hotel Partners, LLC a Delaware limited
liability company (hereinafter “GHP”) has, effective November ___, 2008,
pursuant to the Assignment, as consented to by CII, and executed by NHA
and GHP, all in accordance with the Operating Agreement, become a Member
in the place and stead of NHA, and all of the rights, duties, obligations,
privileges and restrictions of the membership of NHA in the Company has
been bestowed upon and assumed by GHP, free and clear of liens and
encumbrances; and an affiliate of GHP has become the lessee under the
Primary Lease; and an affiliate of GHP has become the operator of the
Spa.
|
2.
|
Section
1.7(b) is amended such that GHP is and shall be the “Tax Matters Partner,”
and its address for such purpose shall be
_______________________________________________.
|
3.
|
Sections
2.1, 5.1 and Schedule I are amended to reflect that GHP’s total
contributions and Percentage Interests are:
|
Capital
Contributions:
|
Percentage
Interests:
|
GHP: $1,585,086.88
|
50%
|
CII: $1,585,086.88
|
50%
|
4.
|
The
member loan reflected on Schedule 1, made pursuant to the Development
Financing Loan has been paid in full.
|
5.
|
Section
12.2 is amended such that notices to GHP shall be provided
to:
|
______________________________________
______________________________________
______________________________________
______________________________________
All other
terms and conditions of the Operating Agreement remain in full force and effect
as if this Amendment did not exist.
IN
WITNESS WHEREOF, all of the Members of the Company have executed the Amendment
the day and date first above written.
“GHP”
GROVE
HOTEL PARTNERS, LLC
By: /s/
Xxxx Xxxxxx
Name:
Xxxx Xxxxxx
Title:
President
“CII”
CII Spa,
LLC, a Delaware limited liability company
By:
___________________________
Name:
Title: