exv10w27






Exhibit 10.27




FIFTH AMENDMENT TO INTEREST PURCHASE AND SALE AGREEMENT




     THIS FIFTH AMENDMENT TO INTEREST PURCHASE AND SALE AGREEMENT (“Amendment”) is entered into as
of this 26th day of August, 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, and as further
amended by that certain Fourth Amendment to Interest Purchase and Sale Agreement dated as of July
29, 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. 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 the date (the “Closing Date” or the
“Outside Closing Date”) that is October 1, 2010, subject to Sections 3.2(b) and (c)
below. 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, if the Loan
Assumption Contingency and the Licensing Contingency have not been satisfied, or
waived by Purchaser, in its sole discretion, on or prior to the Outside Closing
Date, and so long as Purchaser is not then in default in any material respect under
this Agreement, Purchaser shall have the option, in its sole discretion (the “First
Extension Option”), exercisable by delivering written notice to Sellers on or before
the Outside Closing Date, to defer the Outside Closing Date to November 1, 2010. If
Purchaser exercises the First Extension Option, then the Title Company shall, within
one (1) Business Day of such exercise, transfer to Sellers a portion of the Deposit
equal to Two Million Dollars ($2,000,000.00) (the “First Extension Payment”), in
immediately available funds, to an account designated in writing by Sellers’
Representative, and, subject to Sections 10.3(a) and (c), such First Extension
Payment shall be non-refundable but applicable to the Purchase Price.




(c) Subject to the terms and conditions set forth in this Section 3.2, if Purchaser
has validly exercised the First Extension Option, the Loan Assumption Contingency
and the Licensing Contingency have not been satisfied, or waived by Purchaser, in
its sole discretion, on or prior to November 1, 2010, and so long as Purchaser is
not then in default in any material respect under this Agreement, Purchaser shall
have the option, in its sole discretion (the “Second Extension Option”), exercisable
by delivering written notice to Sellers on or before November 1, 2010, to further
defer the Outside Closing Date to December 1, 2011. If Purchaser exercises the
Second Extension Option, then the Title Company shall, within one (1) Business Day
of such 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, subject to Sections
10.3(a) and (c), such Second Extension Payment shall be non-refundable but
applicable to the Purchase Price.



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     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
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.



     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 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.



     5. 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
September 14, 2010;
	 
	 	(b)	 	By either Party if (i) the Loan Assumption Contingency and the Licensing
Contingency have not occurred on or before October 1, 2010, and (ii) Purchaser
has not exercised the First Extension Option;
	 
	 	(c)	 	By either Party if (i) the Loan Assumption Contingency and the Licensing
Contingency have not occurred on or before November 1, 2010, and (ii) Purchaser
has not exercised the Second Extension Option;




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     6. Survival of Representations and Warranties. Section 11.1(b) of the Agreement is
hereby deleted in its entirety and replaced as follows:




the representations and warranties in Section 6.1(e) shall survive until the
expiration of the applicable statute of limitations (after giving effect to any
waiver, extension, tolling or mitigation thereof) with respect to the underlying
issue (or, in the case or a representation or warranty in Section 6.1(e) that
relates to an obligation of any Acquired Company for Taxes of another Person under
any Contract, the expiration of such Acquired Company’s obligation under such
Contract), at which time they shall expire (the foregoing representations in Section
11.1 (a) and (b) above collectively, the “Special Representations”).



     7. 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.



     8. 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.



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



     10. 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.



(SIGNATURES APPEAR ON THE FOLLOWING PAGES)




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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	 	 






(SIGNATURES CONTINUED ON FOLLOWING PAGES)







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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/ 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:
	 	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	 	 
	 

	 	 	 	 
	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	 	 






(SIGNATURES CONTINUED ON FOLLOWING PAGES.)






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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	 	 
	 

	 	 	 	 
	Name:
	 	Phillip M. Anderson	 	 
	 

	 	 	 	 
	Title:
	 	Pres/COO	 	 
	 

	 	 	 	 






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