exv10w3





Exhibit 10.3




PROMISSORY NOTE

(Stock Purchase Agreement)




Southern Plains Associates II, LLC, an Oklahoma limited liability company (the “Maker”),
promises to pay to the order of Rural Hospital Acquisition, L.L.C., at 9663 Santa Monica Blvd.
#959, Beverly Hills, CA 90210, or at such other place as the holder may from time to time designate
in writing, the amount of $ 1,855,000.00 and interest at the rate of 5.00% per annum. The Maker
shall pay accrued interest monthly commencing on October 1, 2011, and continuing on the first day
of each month thereafter until January 1, 2013, on which date the Maker shall commence paying
monthly installments of principal and interest in the amount of $18,851.90. The balance of unpaid
principal and interest shall be due and payable in full on July 1, 2021.



This note may be prepaid in whole or in part at any time without premium or penalty. Any
amount not paid when due shall accrue interest at the rate specified above plus 2.00% per annum.



The Maker shall have the right to offset against any payment owing under this Promissory Note
(i) the amount of any claim against Rural Hospital Acquisition, L.L.C. for indemnification or
otherwise under or relating to the Stock Purchase Agreement between the Maker and Rural Hospital
Acquisition, L.L.C. dated June 30, 2011, (ii) the amount of any claim against Southern Plains
Associates, L.L.C. for breach of any representation or warranty or otherwise under or relating to
the Real Estate Purchase Agreement between the Maker and Southern Plains Associates, L.L.C. dated
June 30 2011, or (iii) as provided in the letter agreement dated June 30, 2011 between Rural
Hospital Acquisition, L.L.C. and the Maker.



If any installment of principal and interest or any other payment required under this note is
not paid on the due date and nonpayment continues for ten days after the Maker’s receipt of notice
of nonpayment from the holder, the holder may at any time thereafter declare the entire
indebtedness evidenced hereby immediately due and payable.



The Maker will pay to the holder its reasonable attorneys’ fees, court costs, and other
expenses incurred in collecting this note.



This note and the legal relations between the Maker and the holder shall be governed by the
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.



The Maker and all other persons who are or may become liable for all or any part of the
indebtedness evidenced by this note (i) waive presentment, protest, notice of dishonor, notice of
intent to accelerate, notice of acceleration, diligence in collection, and any and all other
notices and defenses except payment, (ii) consent to any extensions of time for payment, the
release of any collateral for this note, and the release of any party liable for payment of this
note, without notice to any of such parties and without discharging any party’s liability under
this note, and (iii) waive the right to a jury trial in any proceeding related to this note.


 


 









 






EXECUTED
on June 30, 2011.



	 	 	 	 	 	 	 	 	 
	 	 	Southern Plains Associates II, LLC	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	By	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 

	 	 	 	Name	 	 	 	 
	 

	 	 	 	Title	 	 
	 	 
	 

	 	 	 	 	 	 

	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	Address:	 	 
	 

	 	 	 	 	 	 

	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 

	 	 






Signature Page to SPA Promissory Note