exv10w28





Exhibit 10.28



SIXTH AMENDMENT TO INTEREST PURCHASE AND SALE AGREEMENT




     THIS SIXTH AMENDMENT TO INTEREST PURCHASE AND SALE AGREEMENT (“Amendment”) is entered into as
of this 12th 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, and as further amended by that certain Fifth Amendment to Interest Purchase and Sale
Agreement dated as of August 26, 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. Purchase Price. The definition of “Purchase Price” set forth in Section 1 of the
Agreement is hereby deleted in its entirety and replaced with the following:




“Purchase Price” shall mean Two Hundred Forty Million Dollars ($240,000,000.00), subject to
the adjustments, credits and prorations as provided herein.



     3. 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 September
30, 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.



     4. 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 September 30,
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.



     5. Termination. Section 10.1(a) of the Agreement is hereby deleted in its entirety
and replaced as follows:




	 	(a)	 	   By either Party if the IPO Contingency has not occurred on or before
September 30, 2010;




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     6. 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.



     7. 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.



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



     9. 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/ Stephen J. Levy	 	 
	 	 	 	 	 
	 
	 	Name:	 	Stephen J. Levy	 	 
	 

	 	 	 	 	 	 
	 

	 	Title:	 	Manager	 	 
	 

	 	 	 	 	 	 





MANGROVE BAY INVESTORS, L.L.C.,

a Delaware limited liability company




	 	 	 	 	 	 	 

	By:
	 	/s/ William B. Kaplan	 	 
	 	 	 	 	 
	 

	 	Name:	 	William B. Kaplan	 	 
	 

	 	 	 	 	 	 
	 

	 	Title:	 	Manager	 	 
	 

	 	 	 	 	 	 





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

a Delaware limited liability company




	 	 	 	 	 	 	 

	By:
	 	/s/ William B. Kaplan	 	 
	 	 	 	 	 
	 

	 	Name:	 	William B. Kaplan	 	 
	 

	 	 	 	 	 	 
	 

	 	Title:	 	Member	 	 
	 

	 	 	 	 	 	 





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

a Delaware limited liability company




	 	 	 	 	 	 	 

	By:
	 	/s/ Stephen J. Levy	 	 
	 	 	 	 	 
	 

	 	Name:	 	Stephen J. Levy	 	 
	 

	 	 	 	 	 	 
	 

	 	Title:	 	Manager	 	 
	 

	 	 	 	 	 	 





PURCHASER:




LEGACY HEALTHCARE PROPERTIES

TRUST, INC.,

a Maryland corporation




	 	 	 	 	 	 	 

	By:
	 	/s/ Phillip M. Anderson	 	 
	 	 	 	 	 
	 

	 	Name:	 	Phillip M. Anderson	 	 
	 

	 	 	 	 	 	 
	 

	 	Title:	 	President/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/ Howard J. Brody	 	 
	 

	 	 	 	 	 	 

Name: Howard J. Brody	 	 
	 

	 	 	 	 	 	Title: Vice President	 	 






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GUARANTOR:




SENIOR LIFESTYLE MANAGEMENT, L.L.C.

a Delaware limited liability company




	 	 	 	 	 	 	 

	By:
	 	/s/ Stephen J. Levy	 	 
	 	 	 	 	 
	 

	 	Name:	 	Stephen J. Levy	 	 
	 

	 	 	 	 	 	 
	 

	 	Title:	 	Manager	 	 
	 

	 	 	 	 	 	 





JOINED IN SOLELY AS AN INDEMNIFYING PARTY:




LEGACY HEALTHCARE ADVISORS, LLC,

a Florida limited liability company




	 	 	 	 	 	 	 

	By:
	 	/s/ Phillip M. Anderson	 	 
	 	 	 	 	 
	 

	 	Name:	 	Phillip M. Anderson	 	 
	 

	 	 	 	 	 	 
	 

	 	Title:	 	President/COO	 	 
	 

	 	 	 	 	 	 






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