FIFTH AMENDMENT TO LIMITED LIABILITY COMPANY AGREEMENT OF

Exhibit 10.2

FIFTH AMENDMENT TO

LIMITED LIABILITY COMPANY AGREEMENT OF

STRATEGIC HOTEL FUNDING, L.L.C.

This Fifth Amendment to Limited Liability Company Agreement of Strategic Hotel Funding, L.L.C. (this “Amendment”), dated as of March 1, 2007, is entered into by Strategic Hotels & Resorts, Inc., a Maryland Corporation, as managing member (the “Managing Member”), of Strategic Hotel Funding, L.L.C. (the “Company”), for itself and on behalf of the members of the Company.

WHEREAS, Sections 11.4(c) and Section 14.1(b) of the Limited Liability Company Agreement of the Company (as heretofore amended, the “Operating Agreement”) provide that the Managing Member may amend the Operating Agreement, without the consent of the Non-Managing Members, to reflect the admission, substitution, termination or withdrawal of Members;

WHEREAS, Section 14.1(b)(1) of the Limited Liability Company Agreement of the Company (as heretofore amended, the “Operating Agreement”) provides that the Managing Member may amend the Operating Agreement, without the consent of the Non-Managing Members, to reflect a change that is of an inconsequential nature and does not adversely affect the Non-Managing Members in any material respect;

NOW, THEREFORE, in consideration of the premises and for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the managing Member hereby amends the Operating Agreement, as follows:

1 The Operating Agreement is hereby amended to add the following sentence to the end of Section 4.2(b):

“The Company irrevocably elects that all Membership Units or other Membership Interests issued to the Managing Member shall constitute a “security” within the meaning of, and governed by, (i) Article 8 of the Uniform Commercial Code of the State of Delaware, and (ii) Article 8 of the Uniform Commercial Code of any other applicable jurisdiction that now or hereafter substantially includes the 1994 revisions to Article 8 thereof as adopted by the American Law Institute and the National Conference of Commissioners on Uniform State Laws and approved by the American Bar Association on February 14, 1995.”

2. The Operating Agreement is hereby amended by replacing Exhibit A to the Operating Agreement with Exhibit A attached hereto.

All capitalized terms used in this Amendment and not otherwise defined shall have the meanings assigned in the Operating Agreement.

Except as modified herein, all terms and conditions of the Operating Agreement shall remain in full force and effect.

IN WITNESS WHEREOF, the undersigned has executed this Amendment as of the date first set forth above.

EXHIBIT A

MEMBERS AND MEMBERSHIP INTERESTS