SECOND AMENDMENT TO INTEREST PURCHASE AND SALE AGREEMENT

Exhibit 10.13

SECOND AMENDMENT TO INTEREST PURCHASE AND SALE AGREEMENT

     THIS SECOND AMENDMENT TO INTEREST PURCHASE AND SALE AGREEMENT (“Amendment”) is entered into as of this 2^nd day of June, 2010, by and among WSL Holdings IV, L.L.C., a Delaware limited liability company, Xxxxxx 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 Xxxxxx Street Real Estate Fund IV, L.P., a Delaware limited partnership (“Xxxxxx 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, concerning the sale and purchase of ownership interests in various entities owned by Sellers, which agreement was joined into by Xxxxxx Guarantor and SLC 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. Limited Due Diligence Period Extension. Notwithstanding anything contained in the Agreement to the contrary, the Due Diligence Period is hereby extended to June 4, 2010 at 5:00 p.m. EST solely as to Purchaser’s satisfactory review of the pending litigation at the Florida

Property re: the Estate of Xxxxxx Xxxxxx, Xx. (the “Xxxxxx Litigation”). The parties hereby acknowledge and agree that, except as otherwise set forth in the preceding sentence, the Due Diligence Period has expired of even date herewith as to all other matters of due diligence.

          In the event Purchaser is not satisfied with its inspection and due diligence inquiries as to the Xxxxxx Litigation, Purchaser shall have the right, in its sole and absolute discretion, to terminate this Agreement by written notice to Sellers’ Representative delivered on or prior to June 4, 2010 at 5:00 p.m. EST whereupon Purchaser shall receive an immediate return of the Deposit. The failure of Purchaser to send a notice of termination prior to the expiration of the dates set forth above shall constitute Purchaser’s desire to proceed to Closing.

     3. Escrow Agreement, New Leases and New Management Agreements. The Outside Agreement Date is hereby extended to June 4, 2010 at 5:00 p.m. EST and the Outside Escrow Date is hereby extended to June 7, 2010 at 5:00 p.m. EST.

     4. 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.

     5. 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.

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

     7. 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 ON FOLLOWING PAGES)

2

     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:  Xxxxxx XX Investors IV, L.L.C.,
a Delaware limited liability company,
its Member

By:  Xxxxxx Acquisition REOC Holdings IV, L.L.C.,
a Delaware limited liability company,
its Sole Member

By:  Xxxxxx Street Real Estate Fund IV, L.P.,
a Delaware limited partnership,
its Managing Member

By:  Xxxxxx 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/ Xxxxxx X. Xxxxx
	Name:	Xxxxxx X. Xxxxx
	Title:	Vice President

(SIGNATURES CONTINUED ON FOLLOWING PAGES)

3

XXXXXX ACQUISITION HOLDINGS IV, LP,
a Delaware limited partnership

By:  Xxxxxx Street Real Estate Fund IV, L.P.,
a Delaware limited partnership,
its General Partner

By:		Xxxxxx 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/ Xxxxxx X. Xxxxx
	Name:	Xxxxxx X. Xxxxx
	Title:	Vice President

SL JUPITER HOLDINGS, L.L.C., a Delaware limited liability company
By:	/s/ Xxxxxxx X. Xxxxxx
	Name:	Xxxxxxx X. Xxxxxx
	Title:	Manager
MANGROVE BAY INVESTORS, L.L.C., a Delaware limited liability company
By:	/s/ Xxxxxxx X. Xxxxxx
	Name:	Xxxxxxx X. Xxxxxx
	Title:	Manager
SENIOR LIFESTYLE CONTRIBUTION COMPANY, L.L.C., a Delaware limited liability company
By:	/s/ Xxxxxxx X. Xxxx
	Name:	Xxxxxxx X. Xxxx
	Title:	Manager

(SIGNATURES CONTINUED ON FOLLOWING PAGES.)

4

SENIOR LIFESTYLE CI-II, L.L.C., a Delaware limited liability company
By:	/s/ Xxxxxxx X. Xxxx
	Name:	Xxxxxxx X. Xxxx
	Title:	Manager

PURCHASER:

LEGACY HEALTHCARE PROPERTIES
TRUST, INC.,
a Maryland corporation

By:	/s/ Xxxxxxx X. Xxxxxxxx
	Name:	Xxxxxxx X. Xxxxxxxx
	Title:	President

JOINED IN SOLELY AS A GUARANTOR:

XXXXXX STREET REAL ESTATE FUND IV, L.P.,
a Delaware limited partnership

By:  Xxxxxx 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/ Xxxxxx X. Xxxxx
	Name:	Xxxxxx X. Xxxxx
	Title:	Vice President

(SIGNATURES CONTINUED ON FOLLOWING PAGES.)

5

GUARANTOR

SENIOR LIFESTYLE MANAGEMENT, L.L.C.
a Delaware limited liability company

By:	/s/ Xxxxxxx X. Xxxx
	Name:	Xxxxxxx X. Xxxx
	Title:	Manager

JOINED IN SOLELY AS AN INDEMNIFYING PARTY:

LEGACY HEALTHCARE ADVISORS, LLC,
a Florida limited liability company

By:	/s/ Xxxxxxx X. Xxxxxxxx
	Name:	Xxxxxxx X. Xxxxxxxx
	Title:	President

6