exv10w29






Exhibit 10.29




SEVENTH AMENDMENT TO INTEREST PURCHASE AND SALE AGREEMENT




     THIS SEVENTH AMENDMENT TO INTEREST PURCHASE AND SALE AGREEMENT (“Amendment”) is entered into
as of this 30th day of September, 2010, by and among WSL Holdings IV, L.L.C., a Delaware
limited liability company, Walton Acquisition Holdings IV, L.P., a Delaware limited partnership, SL
Jupiter Holdings, L.L.C., a Delaware limited liability company, Mangrove Bay Investors, L.L.C., a
Delaware limited liability company, Senior Lifestyle Contribution Company, L.L.C., a Delaware
limited liability company, Senior Lifestyle CI—II, L.L.C., a Delaware limited liability company
(collectively, “Sellers”), and Legacy Healthcare Properties Trust, Inc., a Maryland corporation
(“Purchaser”), and joined in by Walton Street Real Estate Fund IV, L.P., a Delaware limited
partnership (“Walton Guarantor”), and Senior Lifestyle Management, L.L.C., a Delaware limited
liability company (as “SLM Guarantor”), as Guarantors, as joined in by Legacy Healthcare Advisors,
LLC, a Florida limited liability company (“Advisors”), as an Indemnifying Party.



WITNESSETH:



     WHEREAS, Sellers and Purchaser entered into that certain Interest Purchase and Sale Agreement
dated as of April 27, 2010, as amended by that certain First Amendment to Interest Purchase and
Sale Agreement dated as of May 27, 2010, as further amended by that certain Second Amendment to
Interest Purchase and Sale Agreement dated as of June 2, 2010, as further amended by that certain
Third Amendment to Interest Purchase and Sale Agreement dated as of July 9, 2010, as further
amended by that certain Fourth Amendment to Interest Purchase and Sale Agreement dated as of July
29, 2010, as further amended by that certain Fifth Amendment to Interest Purchase and Sale
Agreement dated as of August 26, 2010, and as further amended by that certain Sixth Amendment to
Interest Purchase and Sale Agreement dated as of September 12, 2010 concerning the sale and
purchase of ownership interests in various entities owned by Sellers, which agreement was joined
into by Walton Guarantor and SLM Guarantor, as Guarantors, and joined into by Advisors, as an
Indemnifying Party (such agreement as amended through the date hereof is hereinafter referred to as
the “Agreement”); and



     WHEREAS, the parties desire to amend the Agreement in accordance with the terms of this
Amendment; and



     WHEREAS, all capitalized terms utilized herein and not otherwise defined herein will have the
same meaning as those terms have been given in the Agreement.



OPERATIVE PROVISIONS



     NOW, THEREFORE, in consideration of the foregoing recitations, the mutual promises of the
parties set forth in this Amendment and other good and valuable



 









 




consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto,
intending to be legally bound, agree to amend the Agreement in accordance with the following terms
and conditions:




     1. Recitals. The above recitals are true and correct and are incorporated herein by
this reference.



     2. Deposit. The third sentence of Section 3.1 of the Agreement is hereby deleted in
its entirety and replaced as follows:




Within one (1) Business Day after the satisfaction of the IPO Contingency as set
forth in Section 4.7, Purchaser shall deposit the Third Deposit by wire transfer of
immediately available funds in escrow with the Title Company whereupon the Title
Company shall promptly transfer to Sellers a portion of the Deposit equal to Five
Million Dollars ($5,000,000.00) (the “First Extension Payment”), in immediately
available funds, to an account designated in writing by Sellers’ Representative,
which First Extension Payment shall be non-refundable but applicable to the
Purchase Price at Closing.



     3. First Extension Option. The parties hereby acknowledge and agree that the delivery
of the First Extension Payment to Sellers shall constitute and be deemed as Purchaser’s exercise of
the “First Extension Option” under the Agreement.



     4. Closing. Section 3.2 of the Agreement is hereby deleted in its entirety and
replaced as follows:




(a) The purchase and sale of the Interests and other transactions contemplated
hereby (the “Closing”) shall be consummated on December 1, 2010 (the “Closing
Date”). The Closing shall be held in escrow with the Title Company at the offices
of Broad and Cassel, 390 North Orange Avenue, Suite 1400, Orlando, Florida 32801,
or at such other location as Sellers’ Representative and Purchaser may agree.




(b) Subject to the terms and conditions set forth in this Section 3.2, (i) if
Purchaser is deemed to have exercised the First Extension Option, and (ii)
Purchaser has not terminated the Agreement for failure of the Loan Assumption
Contingency and the Licensing Contingency on or before November 12, 2010, then
Purchaser shall be deemed to have exercised its second extension of the Closing
(the “Second Extension Option”). If Purchaser is deemed to have exercised the
Second Extension Option, then the Title Company shall, within one (1) Business Day
of such deemed exercise, transfer to Sellers the remainder of the Deposit then
being held by the Title Company, less any interest earned thereon which shall be
payable to Purchaser (the “Second Extension Payment”), in immediately available
funds, to an account designated in writing by Sellers’ Representative, and,



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subject to Sections 10.3(a) and (c), such Second Extension Payment shall be
non-refundable but applicable to the Purchase Price. Notwithstanding anything
contained herein to the contrary, Purchaser shall not be deemed to have satisfied
or waived the Loan Assumption Contingency and/or the Licensing Contingency by
virtue of Purchaser’s deemed exercise of the Second Extension Option.




(c) For all purposes under this Agreement, if Purchaser is deemed to have
exercised either the First Extension Option, the Second Extension Option or both
as set forth above, then all references herein to Purchaser having exercised such
options shall be read so as to include any such deemed exercise of any such
extension option.



     5. IPO Contingency. The last sentence of Section 4 of the Agreement is hereby deleted
in its entirety and replaced as follows:




In the event that the IPO Contingency shall not be satisfied on or before October
14, 2010 or if the other Closing Contingencies set forth in this Section 4 have
not been satisfied on or before the Closing Date (other than by reason of
Purchaser’s failure to comply in all material respects with its obligations under
this Agreement), Purchaser shall have the right to terminate this Agreement by
written notice to Sellers, whereupon, provided Purchaser has not exercised the
Second Extension Option, Purchaser shall be entitled to a return of the Deposit,
less, if Purchaser has exercised the First Extension Option, the First Extension
Payment, and thereafter Sellers and Purchaser shall have no further obligations or
liabilities hereunder, except for those obligations or liabilities which expressly
survive the termination of this Agreement.



     6. Closing Contingency. The last sentence of Section 5 of the Agreement is hereby
deleted in its entirety and replaced as follows:




If the IPO Contingency has not been satisfied by Purchaser on or before October 14,
2010 or if the remaining conditions to Sellers obligation to close set forth in
this Section 5 have not been satisfied as of the Closing Date (other than by reason
of any Seller’s, Acquired Company’s, Tenant’s, Florida Tenant’s or Manager’s
failure to comply in all material respects with any of its obligations under this
Agreement), Sellers shall have the right to terminate this Agreement by notifying
Purchaser in writing whereupon, provided Purchaser has not exercised the Second
Extension Option, Purchaser shall be entitled to a return of the Deposit, less, if
Purchaser has exercised the First Extension Option, the First Extension Payment,
and thereafter Sellers and Purchaser shall have no further obligations or
liabilities hereunder except for those obligations or liabilities which expressly
survive the termination of this Agreement.



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     7. Termination. Section 10.1(a), (b) and (c) of the Agreement are hereby deleted in
their entirety and replaced as follows:




	 	(a)	 	By either Party if the IPO Contingency has not occurred on or before
October 14, 2010;
	 
	 	(b)	 	By either Party if the Loan Assumption Contingency and the Licensing
Contingency have not occurred on or before November 12, 2010;
	 
	 	(c)	 	Intentionally omitted;





     8. Incorporation of Terms. Each and all of the provisions of this Amendment are
hereby incorporated into the Agreement, so that each and all of such provisions shall constitute a
part of the Agreement. In the event of any conflict or inconsistency between the provisions of
this Amendment, on the one hand, and the provisions of the Agreement, on the other hand, the
provisions of this Amendment shall be controlling.



     9. Ratification. Except as specifically modified herein, each and all of the terms
and conditions of the Agreement shall remain in full force and effect, unmodified in any way, and
the parties hereby ratify and reaffirm each and all of the terms and provisions of the Agreement,
as modified hereby.



     10. Governing Law. This Amendment shall be governed by and construed under the laws
of the State of Illinois.



     11. Counterparts. This Amendment may be executed in two or more counterparts, and may
be transmitted upon execution by facsimile or other electronic transmission, and each such
counterpart shall be deemed to be an original instrument, but all such counterparts together shall
constitute but one agreement.



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     IN WITNESS WHEREOF, the parties hereto have executed this Amendment on the day and year first
above written.



	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 

	SELLERS:
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	WSL HOLDINGS IV, L.L.C.,

a Delaware limited liability company
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	By:	 	Walton SL Investors IV, L.L.C.,

a Delaware limited liability company,

its Member
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	By:	 	Walton Acquisition REOC Holdings IV, L.L.C.,

a Delaware limited liability company,

its Sole Member
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	By:	 	Walton Street Real Estate Fund IV, L.P.,

a Delaware limited partnership,

its Managing Member
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	By:	 	Walton Street Managers IV, L.P.,

a Delaware limited partnership,

its General Partner
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	By:	 	WSC Managers IV, Inc.,

a Delaware corporation,

its General Partner
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	 	 	By:	 	/s/ Howard J. Brody	 	 
	 

	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	Name: Howard J. Brody
	 	 	 	 	 	 	 	 	 	 	Title: Vice President






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	WALTON ACQUISITION HOLDINGS IV, LP,

a Delaware limited partnership
	 
	 	 	 	 	 	 	 	 	 	 
	By:	 	Walton Street Real Estate Fund IV, L.P.,

a Delaware limited partnership,

its General Partner
	 
	 	 	 	 	 	 	 	 	 	 
	 	 	By:	 	Walton Street Managers IV, L.P.,

a Delaware limited partnership,

its General Partner
	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	By:	 	WSC Managers IV, Inc.,

a Delaware corporation,

its General Partner
	 
	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	By:	 	/s/ Howard J. Brody	 	 
	 

	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Name: Howard J. Brody
	 	 	 	 	 	 	Title: Vice President






	 	 	 	 	 

	SL JUPITER HOLDINGS, L.L.C.,

a Delaware limited liability company  
	 
	 	 	 	 
	By:
	 	/s/ Jerrold H. Frumm	 	 
	 

	 	 	 	 
	Name:
	 	Jerrold H. Frumm	 	 
	 

	 	 	 	 
	Title:
	 	Manager	 	 
	 

	 	 	 	 
	 
	 	 	 	 
	 
	 	 	 	 
	MANGROVE BAY INVESTORS, L.L.C.,

a Delaware limited liability company
	 
	 	 	 	 
	By:
	 	/s/ Jerrold H. Frumm	 	 
	 

	 	 	 	 
	Name:
	 	Jerrold H. Frumm	 	 
	 

	 	 	 	 
	Title:
	 	Manager	 	 
	 

	 	 	 	 
	 
	 	 	 	 
	 
	 	 	 	 
	SENIOR LIFESTYLE CONTRIBUTION COMPANY, L.L.C.,

a Delaware limited liability company
	 
	 	 	 	 
	By:
	 	/s/ William B. Kaplan	 	 
	 

	 	 	 	 
	Name:
	 	William B. Kaplan	 	 
	 

	 	 	 	 
	Title:
	 	Manager	 	 
	 

	 	 	 	 





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	SENIOR LIFESTYLE CI-II, L.L.C.,

a Delaware limited liability company  
	 
	 	 	 	 
	By:
	 	/s/ Jerrold H. Frumm	 	 
	 

	 	 	 	 
	Name:
	 	Jerrold H. Frumm 	 	 
	 

	 	 	 	 
	Title:
	 	Manager 	 	 
	 

	 	 	 	 
	 
	 	 	 	 
	 
	 	 	 	 
	PURCHASER:
	 
	 	 	 	 
	LEGACY HEALTHCARE PROPERTIES

TRUST, INC.,

a Maryland corporation
	 
	 	 	 	 
	By:
	 	/s/ Phillip M. Anderson Jr.	 	 
	 

	 	 	 	 
	Name:
	 	Phillip M. Anderson Jr. 	 	 
	 

	 	 	 	 
	Title:
	 	Pres/COO 	 	 
	 

	 	 	 	 





	 	 	 	 	 	 	 	 	 

	JOINED IN SOLELY AS A GUARANTOR:
	 
	 	 	 	 	 	 	 	 
	WALTON STREET REAL ESTATE FUND IV, L.P.,

a Delaware limited partnership
	 
	 	 	 	 	 	 	 	 
	By:	 	Walton Street Managers IV, L.P.,

a Delaware limited partnership,

its General Partner
	 
	 	 	 	 	 	 	 	 
	 	 	By:	 	WSC Managers IV, Inc.,

a Delaware corporation,

its General Partner
	 
	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	By:	 	/s/  Douglas J. Welker	 	 
	 

	 	 	 	 	 	 	 	 
	 	 	 	 	Name: Douglas J. Welker
	 	 	 	 	Title: Vice President






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	GUARANTOR:
	 
	 	 	 	 
	SENIOR LIFESTYLE MANAGEMENT, L.L.C.

a Delaware limited liability company  
	 
	 	 	 	 
	By:
	 	/s/ Jerrold H. Frumm	 	 
	 

	 	 	 	 
	Name:
	 	Jerrold H. Frumm	 	 
	 

	 	 	 	 
	Title:
	 	Manager	 	 
	 

	 	 	 	 
	 
	 	 	 	 
	 
	 	 	 	 
	JOINED IN SOLELY AS AN INDEMNIFYING PARTY:
	 
	 	 	 	 
	LEGACY HEALTHCARE ADVISORS, LLC,

a Florida limited liability company
	 
	 	 	 	 
	By:
	 	/s/ Phillip M. Anderson Jr.	 	 
	 

	 	 	 	 
	Name:
	 	Phillip M. Anderson Jr.	 	 
	 

	 	 	 	 
	Title:
	 	Pres/COO	 	 
	 

	 	 	 	 






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