GUARANTY
Exhibit 10.5
THIS GUARANTY is made on June 30, 2011, by Medical Equity Partners, LLC and TTMB, LLC
(“Guarantors”) in favor of Rural Hospital Acquisition, L.L.C. (“Lender”).
Guarantors hereby guarantee to Lender the prompt payment and performance when due of all of
the obligations of Southern Plains Associates II, LLC, an Oklahoma limited liability company, to
Lender under Southern Plains Associates II, LLC’s $1,855,000.00 Promissory Note of even date and
all costs, attorneys’ fees, and expenses that Lender may incur as a result of any default under the
Promissory Note (the “Obligations”). The Obligations are subject to offset as set forth in the
Promissory Note, and any right by Southern Plains Associates II, LLC to offset shall reduce
Guarantors’ obligations under this Guaranty accordingly.
This is an absolute guaranty of payment and performance. The obligations of Guarantors shall
not terminate until the Obligations have been paid and performed in full.
Guarantors waive (i) notice of acceptance of this Guaranty, (ii) all other notices including
notice of presentment, notice of protest, notice of non-payment, notice of intent to accelerate,
and notice of acceleration with respect to all or any part of the Obligations, and (iii) the right
to a jury trial in any proceeding to enforce this Guaranty.
This Guaranty and the legal relations between Guarantors and Lender shall be governed by the
domestic laws of the State of Oklahoma without giving effect to any conflict of law provision
(whether of the State of Oklahoma or any other jurisdiction) that would cause the application of
the law of any other jurisdiction.
[SIGNATURE PAGE TO FOLLOW]
EXECUTED the date first stated above.
| Medical Equity Partners, LLC | ||||||||
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| TTMB, LLC | ||||||||
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Signature Page to Buyer’s Members Guarantee
