EXHIBIT 10.54
Second Amendment to Lease Agreement between
CNL LLB C-Hotel Management, LP
(formerly LLB C-Hotel, L.L.C.)
and LLB Tenant Corporation
relating to the Courtyard - Little Xxxx Xxxxx
[LLB CTYD]
SECOND AMENDMENT TO LEASE AGREEMENT
THIS SECOND AMENDMENT TO LEASE AGREEMENT (the "Second Amendment") is
made as of the 15th day of December, 2000, by and between CNL LLB C-HOTEL
MANAGEMENT, LP, a Delaware limited partnership, f/k/a LLB C-HOTEL, L.L.C., a
Delaware limited liability company ("Landlord"), and LLB TENANT CORPORATION, a
Delaware corporation ("Tenant").
W I T N E S S E T H :
- - - - - - - - - -
WHEREAS, Landlord and Tenant have entered into that certain Lease
Agreement dated as of October 12, 2000, as amended by that certain First
Amendment to Lease Agreement dated as of November 17, 2000 (collectively, the
"Original Lease"), for the leasing of that certain Courtyard by Marriott hotel
property located in Little Xxxx Xxxxx, Orlando, Florida, and more particularly
described in the Original Lease; and
WHEREAS, Landlord and Tenant desire to amend certain terms and
conditions of the Original Lease.
NOW, THEREFORE, in consideration of the mutual covenants herein
contained and other good and valuable consideration, the mutual receipt and
legal sufficiency of which are hereby acknowledged, Landlord and Tenant hereby
agree as follows:
1. Recitals. The foregoing recitals are correct and complete and are
hereby incorporated into this Second Amendment by this reference.
2. Defined Terms. Capitalized terms used in this Second Amendment and
not defined elsewhere herein shall have the meanings set forth in the Original
Lease.
3. Amendments to Original Agreement. From and after the date hereof the
Original Lease is hereby amended as follows:
(a) In Article One of the Original Lease (captioned "Definitions"), the
defined term "Tenant's Personal Property" is hereby deleted in its entirety and,
in lieu thereof, the following is hereby substituted:
""Tenant's Personal Property" shall mean all motor vehicles, and any
other tangible personal property of Tenant, if any, acquired by Tenant
at its election and with its own funds on and after the date hereof and
located at the Leased Property or used in Tenant's business at the
Leased Property and all modifications, replacements, alterations and
additions to such personal property installed at the expense of Tenant,
other than any items included within the definition of Leased
Property."
(b) Section 2.1(e) of the Original Lease is hereby deleted in its
entirety and, in lieu thereof, the following is hereby substituted:
"(e) all machinery, equipment, furniture, furnishings,
moveable walls or partitions, computers, trade fixtures, FAS or
Inventories located on or in the Leased Improvements, and all
modifications, replacements, alterations and additions to such
property, except items, if any, included within the category of
Fixtures, but specifically excluding all items included within the
category of Tenant's Personal Property (collectively, the "Leased
Personal Property");"
(c) Section 5.2 of the Original Lease (captioned "Tenant's Personal
Property") is hereby deleted in its entirety.
4. Counterparts. This Second Amendment may be executed in two or more
counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument.
5. Governing Law. This Second Amendment shall be interpreted,
construed, applied and enforced in accordance with Section 22.13 of the Original
Lease.
6. Section and Other Headings. The headings contained in this Second
Amendment are for reference purposes only and shall not in any way affect the
meaning or interpretation of this Second Amendment.
7. Entire Agreement. The Original Lease, as amended by this Second
Amendment, contains and embodies the entire agreement of the parties hereto, and
no representations, inducements, or agreements, oral or otherwise, not contained
in the Original Lease, as amended by this Second Amendment, shall be of any
force or effect. This Second Amendment may not be modified or changed in whole
or in part in any manner other than by an instrument in writing duly signed by
the parties hereto. Except as modified by this Second Amendment, the terms and
provisions of the Original Lease, which are incorporated herein by this
reference, are hereby reaffirmed and shall be binding upon the parties hereto.
[SIGNATURES APPEAR ON THE FOLLOWING PAGE]
IN WITNESS WHEREOF, the parties have caused this Second Amendment to be
executed as a sealed instrument as of the date first above written.
LANDLORD:
CNL LLB C-HOTEL MANAGEMENT, L.P.
a Delaware limited partnership
By: CNL LLB C-Hotel Management Corp.,
a Delaware corporation
its managing member
By: /s/ Xxxxxxx X. Xxxxxx
--------------------------
Xxxxxxx X. Xxxxxx
Executive Vice President
TENANT:
LLB TENANT CORPORATION,
a Delaware corporation
By: /s/ Xxxxxxx X. Xxxxxxx
-----------------------------------
Xxxxxxx X. Xxxxxxx
Vice President
