Specialty Health Care Center in Washington

Sale of substantially all of the operating assets of Specialty Hospital of Washington, LLC including all tangible property, accounts, machinery, equipment, inventories, tenant improvements, goodwill, software and computer programs, hardware, intellectual property, prepaid expenses (other than prepaid insurance or prepaid other assets) and deposits, the Designated Contracts, books and records (including all patient charts and records, patient lists and appointment books relating to patients), any policies and procedures relating to the Seller's business, telephone and facsimile numbers, all licenses and permits, including drug and nuclear licenses, to the extent transferable, any federal, state, or local Medicare and Medicaid provider numbers which SHP chooses in its sole discretion to assume and Certificates of Need ("CON"), in each case to the extent transferable or otherwise capable of being assumed, sold and assigned, in SHP's sole discretion, the Regulatory Agreements, the Owned Real Property, and all benefits, proceeds and other amounts payable under any policy of insurance relating to the Seller's business, and proceeds of all the foregoing assets.

The Excluded Assets are more described in "Exhibit D" on the attached PDF.

The Specialty Hospital collectively own and operate two Long Term Acute Care Hospital (“LTAC”) facilities, each of which has an accompanying Skilled Nursing Facility (“SNF”). (i) One such facility (Leased Real Property) is located at 700 Constitution Avenue, NE, Washington, DC (the “Capitol Hill Facility”). The Capitol Hill Facility houses a 60-bed LTAC and a 117-bed SNF. (ii) The other facility (Owned Real Property) is located at 4601 Martin Luther King Jr. Avenue, S.W., Washington, D.C. (the “Hadley Facility” and, together with the Capitol Hill Facility, the “SHA Facilities”). The Hadley Facility houses an 82-bed LTAC, a 62-bed SNF,6 and a surgical suite primarily for the benefit of the Hadley Facility’s patients or residents.