exv10w5






Exhibit 10.5




THIRD AMENDMENT TO MEMBERSHIP INTEREST PURCHASE AGREEMENT




     This THIRD AMENDMENT TO MEMBERSHIP INTEREST PURCHASE AGREEMENT (the “Amendment”) is made and
entered into as of the 30th day of November, 2010, by and among PLATINUM OWNERCO, LLC, a Delaware
limited liability company (“Platinum OwnerCo”), PLATINUM LEASECO, LLC, a Delaware limited liability
company (“Platinum LeaseCo”), SOUTH 17TH STREET INTERMEZZCO, LLC, a Delaware limited liability
company (“MezzCo” and together with Platinum LeaseCo and Platinum OwnerCo, individually a “Seller
Party” and collectively, the “Seller Parties”), SPARTANS OWNER LLC, a Delaware limited liability
company (“Spartans Owner”), and SPARTANS LESSEE LLC, a Delaware limited liability company
(“Spartans Lessee” and together with Spartans Owner, individually a “Purchaser Party” and
collectively, the “Purchaser Parties”). The Seller Parties and the Purchaser Parties are
collectively referred to herein as the “Parties”.



     WHEREAS, the Parties entered into a certain Membership Interest Purchase Agreement dated on
October 13, 2010, as amended by the certain First Amendment to Membership Interest Purchase
Agreement dated November 12, 2010, and as further amended by that certain Second Amendment to
Membership Interest Purchase Agreement dated November 15, 2010 (the “Purchase Agreement”),
concerning the purchase and sale of the membership interests in South 17th Street OwnerCo
Mezzanine, LLC, a Delaware limited liability company, and South 17th Street LeaseCo Mezzanine, LLC,
a Delaware limited liability company (defined therein as the Target Interests); and



     WHEREAS, the Parties desire to amend the Purchase Agreement as set forth herein.



     NOW, THEREFORE, in consideration of good and valuable consideration, the receipt of which is
hereby acknowledged, and intending to be legally bound hereby the Parties agree to amend the
Purchase Agreement as follows:



     1. Definitions. All initial capitalized terms used, but not defined, in this
Amendment shall have the meanings set forth in the Purchase Agreement.



     2. Amendment to Section 2(c). The Parties hereby agree that the first clause (prior
to the colon) of the first sentence of Section 2(c) of the Purchase Agreement is hereby deleted and
replaced with the following:




“Subject to adjustment as expressly provided herein, the Purchaser Parties shall pay
Eighty-Six Million Nine Hundred Eight-Six Thousand Two Hundred Forty and 00/100 Dollars
($86,986,240.00) as the purchase price for the Target Interests (the “Purchase Price”) to
the Seller Parties as follows:”



     3. Amendment to Section 9. The Parties hereby agree that the words “Prior to the
date of the transfer described in Section 12(k),” are hereby inserted at the beginning
Section 9(a)(viii) of the Purchase Agreement.



 









 





     Furthermore, the Parties hereby agree that Section 9(a)(ix) of the Purchase Agreement is
hereby deleted and replaced with the following:




“(ix) As of the date of the transfer described in Section 12(k), Platinum OwnerCo
has good and valid title to 99.99% of the outstanding membership interests in Mezz OwnerCo
LLC, and MezzCo has good and valid title to .01% of the outstanding membership interests in
Mezz OwnerCo LLC, which, in each case, shall be free and clear of all liens and encumbrances
as of the Closing;”



     4. No Other Amendments. Except as otherwise expressly amended by this Amendment, (i)
this Amendment shall not otherwise operate to waive, modify, release, consent to or in any manner
affect any rights or obligations of the Parties under the Purchase Agreement, and (ii) the Purchase
Agreement (as amended by this Amendment) shall remain in full force and effect.



     5. Conflict. Any conflict between the terms of the Purchase Agreement and the terms
of this Amendment shall be resolved in favor of the terms of this Amendment.



     6. Incorporation of Recitals and Schedules. The recitals to this Amendment are
incorporated herein by such reference and made a part of this Amendment.



     7. Execution of Amendment. Any Party may deliver executed signature pages to this
Amendment by facsimile or other electronic transmission to any other Party, which facsimile or
electronic copy shall be deemed to be an original executed signature page. This Amendment may be
executed in any number of counterparts, each of which shall be deemed an original and all of which
counterparts together shall constitute one agreement with the same effect as if the Parties had
signed the same signature page.



[Remainder of page intentionally left blank;

Signatures on following pages.]




 









 








     In witness hereof, each party has caused this Amendment to be executed and delivered in its
name by a duly authorized officer or representative.



	 	 	 	 	 
	 	SELLER PARTIES



PLATINUM OWNERCO, LLC, a Delaware 

limited liability company

 	 
	 	By:  	/s/ Craig Caffarelli
 	 
	 	 	Name:  	Craig Caffarelli 	 
	 
	 	PLATINUM LEASECO, LLC, a Delaware 

limited liability company

 	 
	 	By:  	/s/ Craig Caffarelli
 	 
	 	 	Name:  	Craig Caffarelli 	 



	 	 	 	 	 
	 	SOUTH 17TH STREET INTERMEZZCO, 

LLC, a Delaware limited liability company
 	 



	 	 	 	 	 
	 	By: Platinum OwnerCo, LLC, a Delaware 

limited liability company, its sole member	 



	 	 	 	 	 
	 	By:  	/s/ Craig Caffarelli
 	 
	 	 	Name:  	Craig Caffarelli 	 
	 	 	 	 



 









 






	 	 	 	 	 



	 	 	 	 	 
	 	PURCHASER PARTIES



SPARTANS OWNER LLC, a Delaware 

limited liability company

 	 
	 	By:  	/s/  Thomas C. Fisher
 	 
	 	 	Name:  	Thomas C. Fisher 	 
	 	 	 	 
	 
	 	SPARTANS LESSEE LLC, a Delaware limited 

liability company

 	 
	 	By:  	/s/  Thomas C. Fisher
 	 
	 	 	Name:  	Thomas C. Fisher