Preview | Agreement for Purchase and Sale |

AGREEMENT FOR PURCHASE AND SALE

THIS AGREEMENT FOR PURCHASE AND SALE (Agreement) is made and entered into this 4th day of November, 2004 (the Effective Date) by and between THE HEART HOSPITAL OF MILWAUKEE, LLC, a Delaware limited liability company (Seller), MedCath Corporation, a Delaware corporation (collectively MedCath) solely for purposes of fulfilling its obligations under Section 17.A below and COLUMBIA ST. MARYS, INC., a Wisconsin nonstock, not-for-profit corporation (Purchaser).

RECITALS

A. Seller owns and operates The Heart Hospital of Milwaukee (the Hospital) and is the owner in fee simple of the real estate and the improvements located at 375 West River Woods Parkway in the City of Glendale, County of Milwaukee, Wisconsin, and

B. Seller desires to sell to Purchaser the Hospital, which shall include, but not be limited to the Property (as hereinafter defined) and certain assets related to the Hospital and Purchaser desires to purchase the Property and certain assets related to the Hospital from Seller, pursuant to the terms and conditions of this Agreement.

NOW, THEREFORE, for and in consideration of the covenants and agreements herein contained. Purchaser and Seller hereby agree as follows:

1. Purchase and Sale.

On the Closing Date (as hereinafter defined), Purchaser shall purchase from Seller, and Seller shall sell, convey, assign and/or transfer to Purchaser, good, indefeasible and marketable title in and to the following real property and good and valid title to the following personal property:

A. Real Property and Improvements. Subject to Section 1.D below, all of the real estate and improvements owned by Seller and located at or adjacent to the address known as 375 West River Woods Parkway, City of Glendale, County of Milwaukee, Wisconsin (the Property) which shall include, but not be limited to the real estate described on attached Exhibit A- The Property shall include but not be limited to: (a) any and all buildings, structures and other improvements and fixtures situated on or attached to all or any portion of the Property; (b) all easements appurtenant to the Property and other easements, grants of right, licenses, privileges or other agreements for the benefit of, belonging to or appurtenant to the Property whether or not situated on the Property; and (c) all right, title and interest of Seller in and to any roads, access points, streets and ways, public or private, open or proposed, in front of or adjoining all or any part of the Property and serving the Property. Seller has provided to Purchaser any survey of the Property in Sellers possession prior to the Effective Date.

B. Hospital Assets. Subject to Section 1.C below, the following assets owned by Seller and utilized by Seller to operate the Hospital as of the Effective Date (the Assets): (a) all medical equipment utilized by the Hospital to treat and render medical services to patients; (b) all computer hardware and software which is an integral part of the medical equipment, non- medical equipment and all building mechanical and security systems which is necessary to operate such medical equipment, non-medical equipment and building mechanical and security systems; (c) all furniture, fixtures and non-medical equipment; (d) inventory of the Hospital, which shall include, but not be limited to pharmaceuticals, surgical instruments, medical supplies, office supplies; textbooks and manuals related to the medical equipment, non-medical equipment and all building mechanical and security systems; (e) fork lifts and other machinery; (f) all Intellectual Property (as hereinafter defined), including without limitation all rights to the name, The Heart Hospital of Milwaukee and any and all derivations thereof; (g) Sellers phone and facsimile numbers; (h) architectural drawings, surveys and as built drawings related to the Property; (i) to the extent legally assignable, all warranties benefiting the Hospital including but not limited to construction, architectural, mechanical, electrical and plumbing systems within the building and equipment warranties; (j) assets listed on the hard asset ledger provided to Purchaser and dated September 30, 2004; (k) Seller goodwill; and (1) any other tangible assets owned by Seller (including but not limited to motor vehicles, if any) and utilized to operate the Hospital as of the Effective Date.

For purposes of this Agreement, Intellectual Property shall mean and include: (a) trademarks, service marks, logos, trade names and corporate names and registrations and applications for registration thereof; (b) copyrights and registrations and applications for registration thereof; (c) mask works and registrations and applications for registration thereof; (d) internet websites, internet domain names and e-mail addresses exclusively relating to the Hospital; (e) other proprietary rights relating to any of the foregoing (including without limitation remedies against infringements thereof and rights of protection of interest therein under the laws of all jurisdictions); and (f) copies and tangible embodiments thereof, together with any developments or enhancements thereof.

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