AMENDED AND RESTATED OPERATING AGREEMENT OF RURAL HOSPITAL ACQUISITION, L.L.C. (an Oklahoma limited liability company) Dated as of October 30, 2007Operating Agreement • November 5th, 2007 • Tri-Isthmus Group, Inc. • Services-general medical & surgical hospitals, nec • Oklahoma
This Amended and Restated Operating Agreement (“Agreement”) of Rural Hospital Acquisition, L.L.C. (the “Company”), with its principal place of business at 2304 Old Farm Road, Oklahoma 73013, and the Members of the Company, whose names and addresses, and types and number of Units of ownership are shown on the attachment hereto, is effective as of October 29, 2007 (the “Effective Date”). The terms of said Agreement are as follows:
MEMBERSHIP INTEREST PURCHASE AGREEMENT BY AND AMONG SURGICAL CENTER ACQUISITION HOLDINGS, INC., AS THE BUYER; AND CAROL SCHUSTER AND RURAL HOSPITAL ACQUISITION, L.L.C. AS THE SELLERS; AND TRI-ISTHMUS GROUP, INC. AND MICHAEL SCHUSTER, RHA TISHOMINGO,...Membership Interest Purchase Agreement • November 5th, 2007 • Tri-Isthmus Group, Inc. • Services-general medical & surgical hospitals, nec • Delaware
This Membership Interest Purchase Agreement (this “Agreement”) is made and entered into as of October 30, 2007 (the “Closing Date”), by and among Surgical Center Acquisition Holdings, Inc., a Nevada corporation (“Buyer”), Tri-Isthmus Group, Inc., a Delaware corporation and the issuer of the Tri-Isthmus Shares, as defined in Section 1.2(a) hereof (“Tri-Isthmus”), Rural Hospital Acquisition, L.L.C., an Oklahoma limited liability company (“RHA”), RHA Tishomingo, LLC, an Oklahoma limited liability company, RHA Stroud, LLC, an Oklahoma limited liability company, RHA Anadarko, LLC, an Oklahoma limited liability company, Michael Schuster, an individual residing in Oklahoma, and Carol Schuster, an individual residing in Oklahoma, for the purposes of giving effect to the transactions contemplated herein. RHA Tishomingo, LLC, RHA Stroud, LLC, and RHA Anadarko, LLC are wholly-owned subsidiaries of RHA, and are referred to herein from time to time individually as a “Hospital” and collectively as t
LIMITED GUARANTY AGREEMENTLimited Guaranty Agreement • November 5th, 2007 • Tri-Isthmus Group, Inc. • Services-general medical & surgical hospitals, nec • Oklahoma
THIS LIMITED GUARANTY AGREEMENT is made effective as of the 29th day of October, 2007, by TRI-ISTHMUS GROUP, INC., a Delaware corporation, having a notice address at 149 South Barrington Avenue, Suite 808, Los Angeles, California 90049 (whether one or more, “Guarantor”), in favor of VALLIANCE BANK (“Lender”), having a notice address at 1601 N.W. Expressway, Oklahoma City, Oklahoma 73118.
