Assets of Acute Care Hospital Business

Sale of substantially all of assets of St. Alexius Properties, LLC (“SAP”), St. Alexius Hospital Corporation # 1 (“SAHC”), and Success Healthcare 2, LLC (“SH2” and, together with SAP and SAHC, the “Sellers” and, each individually, a “Seller”). SAHC engages in the business of delivering acute care services to the public through the acute care hospital known as St. Alexius Hospital (the “Hospital”) and operates a school for the education and training of nursing students known as the Lutheran School of Nursing (the “Nursing School”). SAP owns and operates certain medical office buildings incident to the operation of the Hospital and Nursing School located at 3933 South Broadway, St. Louis, Missouri 63118 (the “Broadway Property”) and 3535 South Jefferson Avenue, St. Louis, Missouri 63118 (the “Jefferson Property” and, together with the Broadway Property, the “Properties”), respectively. The sale assets including all of Seller’s right, title and interest in and to only the following assets and properties, as such assets and properties shall exist on the Closing Date, such transfer being deemed to be effective at the Effective Time (collectively, the “Purchased Assets”):

• All of the real property that is described in Schedule 1.4(c) (i.e., the Owned Real Property) owned by sellers, including, without limitation, all improvements, fixtures and construction in progress located thereon, and all rights, privileges and easements appurtenant to any of the foregoing;
• All of the tangible personal property owned by sellers, or any of them, and currently located at the Owned Real Property, including all inventories and supplies, equipment (including all medical equipment, computers and other data processing equipment and related software), furniture, fixtures, machinery, vehicles, office furnishings, and leasehold improvements (collectively, the “Personal Property”), together with any express or implied warranty (if any) by the manufacturers or sellers of any item or component part thereof to the extent transferable and all maintenance records and other documents relating thereto, excluding any Personal Property described in Schedule 1.8(d);
• All of the intangible personal property owned by sellers, or any of them, including, without limitation, registered and unregistered trademarks, copyrights, and good will collectively, the “Intellectual Property”), excluding any Intellectual Property described in Schedule 1.8(e);
• All of seller's rights, to the extent assignable or transferable, to all licenses, provider numbers, Medicare and Medicaid provider agreements, permits, approvals, applications, certificates of need, certificates of exemption, franchises, accreditations and registrations and other governmental licenses, permits or approvals issued to Seller with respect to the operation, development or expansion of the Healthcare Businesses (collectively, the “Licenses”), including, without limitation, the Licenses described in Schedule 1.7(d), except if the Purchaser elects, in its sole discretion, not to assume a License or have it assigned, other than the Medicare and Medicaid Provider Agreements, by written notice to Seller prior to Closing;
• All of Seller’s interest in, and all of Seller’s obligations due under from and after the Effective Time, to the extent assignable or transferrable, all contracts and agreements(including, but not limited to, purchase orders) that have been designated by Purchaser as an Assigned Contract, pursuant to Section 1.11 and appearing on Schedule 1.7(e);
• All of Seller’s interest in, from and after the Licensure Date, to the extent assignable or transferrable, the Hospital’s Medicare Provider Agreement (and provider number) and the Hospital’s Medicaid Provider Agreement (and provider number) (collectively, the Medicare/Medicaid Agreements”);
• All of Seller’s interest in, and all of Seller’s obligations due under from and after the Licensure Date, to the extent assignable or transferrable, in and to any of the Hospital’s managed care, pre-paid, capitated or other health plan agreements (collectively the “Managed Care Agreements”) that have been designated by Purchaser as an Assigned Contract pursuant to Section 1.11 (to the extent so designated, the “Transferred Managed Care Agreements”).

Assets for sale is more particularly described in Exhibit A from Page No. 19-23 on the attached PDF.