Healthcare Retirement Community Business in Florida

Sale of substantially all of assets of the (i) Westport Holdings Tampa, Limited Partnership, a Delaware limited partnership ("WHT"), (ii) Westport Holdings Tampa II, Limited Partnership, a Delaware limited partnership ("WHTII" and, together with WHT, the "Sellers"), and (iii) Westport Nursing Tampa, L.L.C., a Florida limited liability company ("WNT" and, together with the Sellers, the "Sellers").

The sale assets including all of the assets, real, personal, or mixed, tangible or intangible, owned or held by the Sellers as of the Closing Date (as defined below), relating to University Village (collectively, the "Purchased Assets") consisting of (i) the assets owned or held by the Debtors relating to an independent living facility located at 12401 North 22nd Street, Tampa, Florida 33612, comprising 446 independent living apartments and 46 independent living villas (collectively, the "ILF"), and (ii) the assets owned or held by WNT relating to a 110-bed assisted living facility (the "ALF") and a 120-bed skilled nursing facility (the "SNF" and, together with the ALF, the "Health Center") located at 12250 North 22nd Street, Tampa, Florida 33612 (the "WNT Purchased Assets"). The Purchased Assets shall include (without limitation) real property and improvements thereon, furniture, fixtures, equipment, vehicles, accounts receivable, intellectual property, software, contracts, licenses, permits, and business and resident records and data. The Purchased Assets shall exclude the operating leases between WNT, as lessor, and TALF, Inc. and TR & SNF, Inc. (collectively, the "Current Operators"), the current operators of the ALF and the SNF, respectively, as lessees, which operating leases will be terminated prior to or contemporaneously with Closing. For purposes of this Letter of Intent, the ILF, the ALF and the SNF shall hereinafter be collectively defined as the "CCRC."