Filed by Bowne Pure Compliance





Exhibit 10.2




LOAN AGREEMENT




among




RHA ANADARKO, LLC




as Borrower




and




TRI-ISTHMUS GROUP, INC.

RURAL HOSPITAL ACQUISITION, LLC

SURGICAL CENTER ACQUISITION HOLDINGS, INC.

RHA STROUD, LLC

RHA TISHOMINGO, LLC

TSG PHYSICIANS GROUP, LLC




as Guarantors




and




CANADIAN STATE BANK




as Bank




LOAN AMOUNT: $3,540,000.00




Effective November 6, 2008





 


 









 







TABLE OF CONTENTS




	 	 	 	 	 
	Paragraph No.	 	Description	 
	 
	 	 	 	 
	1. Definition of Terms
	 	 	1	 
	 
	 	 	 	 
	1.1 Agency
	 	 	1	 
	1.2 Borrower’s Note
	 	 	1	 
	1.3 Business Day
	 	 	1	 
	1.4 Collateral
	 	 	1	 
	1.5 Current Ratio
	 	 	2	 
	1.6 Debt to Equity
	 	 	2	 
	1.7 Default
	 	 	2	 
	1.8 Event of Default
	 	 	2	 
	1.9 GAAP
	 	 	2	 
	1.10 Guarantors
	 	 	2	 
	1.11 Loan or Note
	 	 	2	 
	1.12 Loan Documents
	 	 	2	 
	1.13 Loan Note Guaranty
	 	 	2	 
	1.14 Mortgage
	 	 	2	 
	1.15 Obligations
	 	 	3	 
	1.16 Person
	 	 	3	 
	1.17 Property
	 	 	3	 
	1.18 Security Agreements
	 	 	3	 
	1.19 Tangible Net Worth or Tangible Balance Sheet Equity
	 	 	3	 
	1.20 USDA
	 	 	3	 
	 
	 	 	 	 
	2. Lending Agreement
	 	 	3	 
	 
	 	 	 	 
	2.1 Lending Restriction
	 	 	3	 
	 
	 	 	 	 
	3. Loan to Borrower
	 	 	4	 
	 
	 	 	 	 
	4. Fees
	 	 	4	 
	 
	 	 	 	 
	4.1 Loan Fees
	 	 	4	 
	4.2 Service Fee
	 	 	4	 
	4.3 Attorneys’ Fees
	 	 	4	 
	 
	 	 	 	 
	5. Collateral
	 	 	4	 
	 
	 	 	 	 
	5.1 Equipment Released
	 	 	4	 
	5.2 Accounts Subordinated
	 	 	4	 
	 
	 	 	 	 
	6. Use of Loan Proceeds
	 	 	4	 
	 
	 	 	 	 
	6.1 Loan Proceeds – Processing and Distribution Instructions
	 	 	4	 






 


 









 





	 	 	 	 	 
	Paragraph No.	 	Description	 
	 
	 	 	 	 
	 
	 	 	 	 
	7. Conditions of Lending
	 	 	5	 
	 
	 	 	 	 
	7.1 Loan Documents
	 	 	5	 
	7.2 Attorney’s Opinion
	 	 	5	 
	7.3 No Default
	 	 	5	 
	7.4 Financial Information
	 	 	5	 
	7.5 Insurance
	 	 	5	 
	7.6 Authorization
	 	 	5	 
	7.7 USDA Conditional Commitment
	 	 	6	 
	7.8 Mortgage Title Insurance Binder
	 	 	6	 
	7.9 Appraisal of Property and FF&E
	 	 	6	 
	7.10 Environmental Survey
	 	 	6	 
	7.11 Post Closing Balance Sheet
	 	 	6	 
	7.12 Continuing USDA Commitment to Issue Loan Note Guaranty or Continuous Enforceable Loan Note Guaranty
	 	 	6	 
	7.13 Other Loans Closed Contemporaneously
	 	 	6	 
	7.14 USDA Requested Documents
	 	 	7	 
	 
	 	 	 	 
	8. Representations and Warranties
	 	 	7	 
	 
	 	 	 	 
	8.1 Financial Condition
	 	 	7	 
	8.2 Financial Information
	 	 	7	 
	8.3 Litigation
	 	 	7	 
	8.4 Taxes and/or other Federal Debt
	 	 	7	 
	8.5 Observance of Statutes
	 	 	7	 
	8.6 No Default
	 	 	8	 
	8.7 Ownership
	 	 	8	 
	8.8 Full Disclosure
	 	 	8	 
	8.9 Acceptance of Funds
	 	 	8	 
	8.10 Corporate Existence
	 	 	8	 
	8.11 Enforceability
	 	 	8	 
	8.12 No Government Approval
	 	 	8	 
	8.13 Utilities
	 	 	8	 
	8.14 Access
	 	 	9	 
	8.15 Environmental Concerns
	 	 	9	 
	 
	 	 	 	 
	9. Affirmative Covenants
	 	 	9	 
	 
	 	 	 	 
	9.1 Notice of Default
	 	 	9	 
	9.2 Records and Inspections
	 	 	9	 
	9.3 Required Information
	 	 	9	 
	9.3.1 Quarterly Financial Statements
	 	 	9	 
	9.3.2 Annual Reviewed Financial Statements
	 	 	9	 
	9.3.3 Federal Tax Returns
	 	 	10	 






 


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	Paragraph No.	 	Description	 
	 
	 	 	 	 
	9.3.4 Additional Financial Reports
	 	 	10	 
	9.3.5 Subordinated Indebtedness or Obligations
	 	 	10	 
	9.3.6 Other Information
	 	 	10	 
	9.3.7 Maximum Debt to Equity Ratio
	 	 	10	 
	9.8.8 Maximum Current Ratio
	 	 	10	 
	9.4 Profitability
	 	 	10	 
	9.5 Reimbursement of Bank
	 	 	10	 
	9.6 Additional Documents
	 	 	10	 
	9.7 Additional Records
	 	 	11	 
	9.8 Compensation
	 	 	11	 
	9.9 Use and Zoning Compliance
	 	 	11	 
	9.10 Easement and Restrictive Covenants
	 	 	11	 
	9.11 Conveyances; Encumbrances
	 	 	11	 
	9.12 Operation of the Property
	 	 	11	 
	 
	 	 	 	 
	10. Negative Covenants
	 	 	12	 
	 
	 	 	 	 
	10.1 Creation of Liens
	 	 	12	 
	10.2 Limitation of Indebtedness
	 	 	12	 
	10.3 Liquidation or Merger
	 	 	12	 
	10.4 Sale or Purchase of Fixed Assets, etc.
	 	 	13	 
	10.5
Dividends; Distribution
	 	 	13	 
	10.6 Investments
	 	 	13	 
	10.7 Contingent Liabilities
	 	 	13	 
	10.8 Other Agreements
	 	 	13	 
	10.9 Owners
	 	 	13	 
	 
	 	 	 	 
	11. Default
	 	 	13	 
	 
	 	 	 	 
	11.1 Nonpayment of Note
	 	 	13	 
	11.2 Other Nonpayment
	 	 	13	 
	11.3 Breach of Agreement
	 	 	13	 
	11.4 Application of Loan Proceeds
	 	 	13	 
	11.5 Representations and Warranties
	 	 	14	 
	11.6 Insolvency
	 	 	14	 
	11.7 Bankruptcy
	 	 	14	 
	11.8 Judgment
	 	 	14	 
	11.9 Casualty Loss
	 	 	14	 
	11.10 Notice and Right to Cure
	 	 	14	 
	11.11 Violation of Lending Restriction
	 	 	14	 
	 
	 	 	 	 
	12. Remedies
	 	 	14	 
	 
	 	 	 	 
	12.1 Acceleration of Indebtedness
	 	 	14	 
	12.2 Selective Enforcement
	 	 	14	 
	12.3 Waivers; Amendments
	 	 	15	 






 


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	Paragraph No.	 	Description	 
	 
	 	 	 	 
	12.4 Deposits; Setoff
	 	 	15	 
	12.5 Performance by the Bank
	 	 	15	 
	12.6 Cumulative Remedies
	 	 	15	 
	 
	 	 	 	 
	13. Miscellaneous
	 	 	15	 
	 
	 	 	 	 
	13.1 Survival of Representations
	 	 	15	 
	13.2 Expenses
	 	 	16	 
	13.3 Indemnification
	 	 	16	 
	13.4 Notices
	 	 	16	 
	13.5 Limitation of Liability — Indemnification
	 	 	17	 
	13.6 Construction
	 	 	17	 
	13.7 Binding Effect
	 	 	17	 
	13.8 Venue and Jurisdiction
	 	 	17	 
	13.9 Severability
	 	 	18	 
	13.10 Usury
	 	 	18	 
	13.11 Mistakes – Liquidated Damages
	 	 	19	 
	13.12 Entire Agreement
	 	 	19	 





 


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LOAN AGREEMENT




THIS LOAN AGREEMENT (the “Agreement”) is made effective the 6th day of November,
2008, at Oklahoma City, Oklahoma, among RHA ANADARKO, LLC, an Oklahoma limited liability company,
d/b/a The Physicians’ Hospital in Anadarko (herein “Borrower”), TRI-ISTHMUS GROUP, INC., a Delaware
Corporation, SURGICAL CENTER ACQUISITION HOLDINGS, INC., a Nevada corporation, RURAL HOSPITAL
ACQUISITION, LLC, an Oklahoma limited liability company, RHA TISHOMINGO, LLC, an Oklahoma limited
liability company, RHA STROUD, LLC, an Oklahoma limited liability company, TSG PHYSICIANS GROUP,
LLC, an Oklahoma limited liability company (herein collectively “Guarantors”), and CANADIAN STATE
BANK, a state banking association (“Bank”), having an address of 2500 S. Cornwell Drive, Yukon, OK
73099.



1. Construction and Definition of Terms. All terms used herein without definition which
are defined by the Oklahoma Uniform Commercial Code shall have the meanings assigned to them by the
Oklahoma Uniform Commercial Code, as in effect on the date hereof, unless and to the extent varied
by this Agreement. All accounting terms used herein without definition shall have the meanings
assigned to them as determined by generally accepted accounting principles. Whenever the phrase
“satisfactory to Bank” is used in this Agreement, such phrase shall mean “satisfactory to Bank in
its sole discretion.” The use of any gender or the neuter herein shall also refer to the other
gender or the neuter and the use of the plural shall also refer to the singular, and vice versa.
In addition to the terms defined elsewhere in this Agreement, unless the context otherwise
requires, when used herein, the following terms shall have the following meanings:




	 	1.1	 	“Agency” means the Rural Business – Cooperative Service a/k/a USDA
Rural Development acting on behalf of the United States Department of Agriculture
(“USDA”).







	 	1.2	 	“Borrower’s Note” or “Note” means the promissory note to be executed by
the Borrower and delivered to Bank to evidence the loan contemplated by this Agreement
and all extensions, renewals, modifications, substitutions and increases thereof, in
the initial amounts and payable on the terms stated herein.







	 	1.3	 	“Business Day” means any day other than a Saturday, Sunday or legal
holiday in the State of Oklahoma.







	 	1.4	 	“Collateral” means the security for the payment and performance of the
Obligations which shall be granted to Bank. The property to be pledged to secure the
Obligations includes, but is not limited to:







	 	(a)	 	All right, title and interest of Borrower in and to: All
furniture, fixtures, equipment, and proceeds, products, increases, parts and
accessories thereto (FF&E);









	 	(b)	 	All right title and interest of Borrower in and to: All
accounts, inventory, general intangibles, instruments and all proceeds,
products, increases, parts and accessories thereto; the Property, all of the Borrower’s rents from the Property, if
any, together with all proceeds, products and increases thereof.








	 	(b)	 	The Property, all of
Borrower’s rents from the Property, if any, together with all
proceeds, products and increases thereof.









 


 









 













	 	1.5	 	“Current Ratio” means the ratio of current assets to current
liabilities.







	 	1.6	 	“Debt to Equity” means the ratio of total liabilities to Tangible Net
Worth.







	 	1.7	 	“Default” means the occurrence of any of the events specified in
paragraph 11 of this Agreement, and the subparagraphs thereunder.







	 	1.8	 	“Event of Default” means any of the events described in Section 11
hereof.







	 	1.9	 	“GAAP” means generally accepted accounting principles in effect from
time to time.







	 	1.10	 	“Guarantors” Tri-Isthmus Group, Inc., a Delaware corporation, Rural
Hospital Acquisition, L.L.C., an Oklahoma limited liability company, Surgical Center
Acquisition Holdings, Inc., a Nevada corporation, RHA Stroud, LLC, an Oklahoma limited
liability company, RHA Tishomingo, LLC, an Oklahoma limited liability company, TSG
Physicians Group, LLC, an Oklahoma limited liability company.







	 	1.11	 	“Loan” or “Note” means that certain Promissory Note made payable by the
Borrower in favor of the Bank in the principal amount of Three Million Five Hundred
Forty Thousand and 00/100 Dollars ($3,540,000.00), together with any and all renewals,
extensions, modifications, and/or restatements thereof.







	 	1.12	 	“Loan Documents” means this Agreement, the Borrower’s Note, the
Security Agreement, the Guaranty Agreement, the Mortgage, and all other instruments,
documents and writings previously or contemporaneously executed and/or delivered by or
on behalf of the Borrower pursuant to or in connection with the transactions described
in this Agreement, together with any and all renewals, amendments or modifications of
any of the above.







	 	1.13	 	“Loan Note Guaranty” means USDA Form 4279-5 to be issued to Bank by the
Agency containing the terms and conditions of the USDA 80% Guaranty.







	 	1.14	 	“Mortgage” mean that certain Mortgage executed by Borrower in favor of
the Bank, granting the Bank a first and prior mortgage lien against the Property.






 


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	 	1.15	 	“Obligations” means the full and punctual observance and performance of
all present and future duties, covenants and responsibilities due to
Bank under this Agreement, the Note, the Loan Documents and otherwise, all present and future
obligations and liabilities to Bank for the payment of money under this Agreement,
the Note, the Loan Documents and otherwise (extending to all principal amounts,
interest, late charges, fees and all other charges and sums, as well as all costs
and expenses payable under this Agreement, the Note, the Loan Documents and
otherwise), whether direct or indirect, contingent or noncontingent, matured or
unmatured, accrued or not accrued, related or unrelated to this Agreement, whether
or not now contemplated, whether or not any instrument or agreement relating thereto
specifically refers to this Agreement and whether or not of the same character or
class as Borrower’s obligations under this Agreement or the Note, including, without
limitation, overdrafts in any checking or other account of Borrower, whether or not
secured under any other document, or agreement or statutory or common law provision,
as well as all renewals, refinancings, consolidations, re-castings and extensions of
any of the foregoing, the parties acknowledging that the nature of the relationship
created hereby contemplates the making of future advances by Bank.







	 	1.16	 	“Person” means natural persons, corporations, associations, limited
liability companies, partnerships, joint ventures, trusts, governments and agencies and
departments thereof and every other entity of every kind.







	 	1.17	 	“Property” means all of Borrower’s right, title, and interest in and to
the real property owned by the Borrower, together with all Improvements thereto, if
any. The Property shall be described on Exhibit “A” to the Mortgage.







	 	1.18	 	“Security Agreements” means the instruments to be executed by the
Borrower, and others, if any, delivered to the Bank for the benefit of the Bank to
secure payment of the Obligations, the forms of which shall be in form and substance
satisfactory to Bank.







	 	1.19	 	“Tangible Net Worth” or “Tangible Balance Sheet Equity” means the total
assets less the sum of Intangible Assets, Total Liabilities, exclusive of Intangible
Assets. As used herein Intangible Assets means: goodwill, intellectual property,
patents, copyrights and trademarks. As used herein Total Liabilities means the sum of
current liabilities, long term debt and other miscellaneous liabilities.







	 	1.20	 	“USDA” means United States Department of Agriculture acting through the
Rural Business – Cooperative Service a/k/a USDA Rural Development (“Agency”).






2. Lending Agreement. Subject to the terms and conditions of this agreement, the Bank
agrees to extend credit to the Borrower of up to the total amount of not to exceed $3,540,000.00.




	 	2.1	 	Lending Restriction. Notwithstanding any other provision of this
Agreement, any loan herein provided for will not be required to be made by the Bank if
since the date of this Agreement and up to the requested date of such advance or
anytime thereafter: (a) there has been a material adverse change
in the financial  condition of the Borrower; or (b) any Default has occurred; or (c) any litigation or
governmental proceeding has been instituted against the Borrower which will
adversely affect the Collateral, or the financial condition or continued business
operations of the Borrower; (d) or should USDA, at any time, withdraw or terminate
its Conditional Commitment for Guaranty or Loan Note Guaranty.






 


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3. Loan to Borrower. The Loan to be made hereunder will be evidenced by Borrower’s
Promissory Note. The Note will be payable as set forth therein.



4. Fees. Borrower will pay the following fees in connection with this transaction:




	 	4.1	 	Loan Fees. Borrower shall pay Bank, an origination fee of $35,400.00.
Borrower shall pay a USDA Guaranty Fee of 2%. Borrower shall pay a 1.5% FCI fee.







	 	4.2	 	Service Fee. Beginning December 31, 2009, Borrower shall pay Bank an
annual service fee of 0.25 of 1% of the outstanding balance determined as of December
31st of each year. Said service fee will be payable by on or before January
10th of each year.







	 	4.3	 	Attorneys’ Fees. Borrower shall pay Banks attorneys’ fees in the
amount of $7,500.00 incurred in connection with preparation of the Loan Documents.
Banks attorneys’ fees shall be paid at closing.






5. Collateral. The Obligations will be secured by the Collateral described above and such
additional Collateral as may hereafter be agreed upon.




5.1 Equipment Released. The equipment pledged by Borrower to Bank shall be released
upon a lump sum principal reduction in the amount of $204,000.00.




5.2 Accounts Subordinated. Borrower’s accounts (accounts receivable) may be
subordinated in favor of an accounts receivables lender on terms satisfactory to Bank in its
reasonable discretion.



6. Use of Loan Proceeds. The proceeds of the Loan under the Loan Documents will be used to
provide long term financing for Borrower’s The Physicians’ Hospital in Anadarko, Oklahoma.




6.1 Loan Proceeds – Processing and Distribution Instructions. Borrower will provide
written instructions to Bank, at Bank’s request, for the processing and distribution of the
Loan Proceeds. Borrower shall cooperate with Bank and assist Bank in providing a detailed
Loan Settlement Statement to Agency showing when and where all loan proceeds were disbursed.



 


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7. Conditions of Lending. The Bank’s obligation to fund the loan is subject to the
performance of the following CONDITIONS PRECEDENT:







	 	7.1	 	Loan Documents. The Loan Documents shall have been duly authorized,
executed, and delivered to the Bank by all of the parties thereto, all in form and
substance satisfactory to the Bank.







	 	7.2	 	Attorney’s Opinion. The Bank shall have received the written opinion
of legal counsel for the Borrower, with certain restrictions, limitations and
assumptions as approved by the Bank, to the effect that: (a) the Loan Documents have
been duly authorized, executed and delivered by the Borrower; (b) the Loan Documents
are valid, legally binding and enforceable obligations of the Borrower; (c) the Loan
Documents are entitled to the benefit of the collateral security therein described and
are enforceable in accordance with their respective terms against the collateral
security to which they relate; (d) the Loan Documents are effective under and do not
violate the provisions of any applicable law or any agreement binding on the Borrower,
Borrower’s charter or operating agreement provisions; (e) no litigation exists or is
threatened against the Borrower, which would adversely affect its ability to perform
under the Loan Documents; and (f) all of the representations and warranties provided by
Borrower are true and correct.







	 	7.3	 	No Default. The representations and warranties set forth herein shall
be true and correct as of the date of disbursement under the Loan Documents and no
Default shall have occurred and be continuing. The loan which is being refinanced with
this Loan has been current (not due to debt restructuring) for at least the 12 months
prior to refinancing.







	 	7.4	 	Financial Information. The Bank shall have each received such
financial statements from such parties as they deem necessary in form satisfactory to
the Bank.







	 	7.5	 	Insurance. To the extent required by the Bank, Borrower and others, if
requested, shall have furnished certificates or policies of insurance issued in
amounts, by companies and against such risks as are satisfactory to the Bank. Such
risks shall include specifically hazard (fire, windstorm, lightning, hail, explosion,
riot, civil commotion, aircraft, vehicle, marine, smoke and property damage) liability
and business interruption insurance with Bank as additional insured and/or loss payee.
Borrower shall also carry Worker’s Compensation insurance as required by law.







	 	7.6	 	Authorization. Borrower and Guarantors have full power and authority
to enter into this Agreement, to make the borrowings hereunder, to execute and deliver
all documents and instruments required hereunder and to incur and perform the
obligations provided for herein, all of which have been duly authorized by all
necessary and proper corporate and other action, and no consent or approval of any
person, including, without limitation, stockholders of Borrower or Guarantors and any
public authority or regulatory body, which has not been obtained is required as a
condition to the validity or enforceability hereof or thereof.





 


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	 	7.7	 	USDA Conditional Commitment. Bank shall have received a USDA
Conditional Commitment for a USDA Rural Development B & I Loan Note Guaranty of 80% for
the Loan in form and substance acceptable to Bank.







	 	7.8	 	Mortgagee Title Insurance Binder. The Bank shall have received a
satisfactory original mortgagee’s title guaranty binder commitment in favor of the Bank
and issued by a title insurer and agent satisfactory to Bank, committing to issue an
American Land Title Association (ALTA) mortgagee’s title guaranty policy in the amount
of the Note, insuring the Mortgage to be a first and prior lien on the Property for the
full amount of the Loan, subject only to such matters approved or waived in writing by
Bank.







	 	7.9	 	Appraisal of Property and FF&E. Bank shall receive an appraisal of the
Property and FF&E acceptable in form and substance to Bank indicating the fair market
value of the Property is not less than $6,750,000.00.







	 	7.10	 	Environmental Survey. Bank shall receive an environmental survey of
the Property acceptable in form and substance to Bank.







	 	7.11	 	Post Closing Balance Sheet. Prior to closing, and within ten (10) days
of each month thereafter until such time as USDA has issued the Loan Note Guaranty,
Bank shall receive a current Balance Sheet, acceptable to Bank, and prepared in
accordance with GAAP which shall reflect the assets and liabilities of Borrower (the
“Post Closing Balance Sheet”). Each Post Closing Balance Sheet shall show a balance
sheet equity position (Minimum Tangible Net Worth) of not less than twenty percent
(20%).







	 	7.12	 	Continuing USDA Commitment to Issue Loan Note Guaranty or Continuous
Enforceable Loan Note Guaranty. If at any time, for any reason, USDA withdraws,
terminates or cancels its Conditional Commitment or Loan Note Guaranty, Bank may cease
making advances under the Note until such time as Bank receives a written
acknowledgement from USDA that the Conditional Commitment or Loan Note Guaranty as they
case may be, has been reinstated or affirmed upon terms and conditions satisfactory to
Bank. Should Bank not receive an acceptable written acknowledgement from USDA, Bank
may accelerate the Loan in its sole discretion, and the Loan shall be due and payable
in full.







	 	7.13	 	Other Loans Closed Contemporaneously. The loan from Bank to RHA
Tishomingo, LLC, an Oklahoma limited liability company, d/b/a Johnson Memorial Hospital
in the amount of $1,200,000.00 and the loan from Valliance Bank to RHA Stroud, LLC, an
Oklahoma limited liability company, d/b/a Stroud Regional Medical Center in the amount
of $3,662,000.00 shall be closed contemporaneously with this Loan.





 


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	 	7.14	 	USDA Requested Documents. If at any time prior to closing USDA
requests that Borrower or any Guarantor execute a document or otherwise provide a
representation, warranty, or covenant, Borrower and/or Guarantors, if applicable, shall
comply with said request. Any failure to comply shall terminate and cancel Bank’s
obligation to fund and/or constitute a default hereunder.






8. Representations and Warranties. To induce the Bank to enter into the Loan Documents and
advance funds in accordance herewith, the Borrower and Guarantors, as indicated, jointly and
severally, represent and warrant as follows:




	 	8.1	 	Financial Condition. The current financial statements of the Borrower,
and others, if any, together with all pro formas, and/or business plans, copies of
which have been furnished to the Bank, are correct and complete and fairly reflect
their respective financial conditions as of the date thereof. There has occurred no
material adverse change in the financial condition from the effective date thereof, to
the effective date hereof.







	 	8.2	 	Financial Information. Subject to any limitations stated therein or in
connection therewith, all balance sheets, and other financial data which have been or
may hereafter be furnished to the Bank do or will fairly represent the financial
condition of the respective party giving same or other party on whose behalf such
information is furnished to the Bank, as of the dates thereof and the results of
operations for the periods for which the same are furnished, and all other information,
reports, and other papers and data furnished to the Bank, are or shall be at the time
the same are so furnished, accurate and correct in all material respects and complete
insofar as completeness may be necessary to give the Bank a true and accurate
knowledge of the subject matter.







	 	8.3	 	Litigation. There is no action, suit, proceeding or investigation
pending before any court or regulatory agency, or to the knowledge of the Borrower
threatened against Borrower or the Collateral, which might adversely affect it or the
Collateral, or impair Borrower’s ability to carry on its businesses substantially as
now conducted or result in any substantial liability not adequately covered by
insurance.







	 	8.4	 	Taxes and/or other Federal Debt. Borrower has filed all federal,
state, and local tax returns which are required to be filed for the current fiscal year
and prior tax years and have paid or made provisions for payment of all taxes which
have or may become due pursuant to said returns. Borrower does not know of any basis
for the assessment of any deficiency taxes against them. Borrower is not delinquent
upon any Federal Debt.







	 	8.5	 	Observance of Statutes. Borrower has not violated and will not in the
future violate any statute, regulation, or rule of any governmental body, where such
violation might materially adversely affect its business operations or financial
condition. The Borrower will exercise its best efforts to comply with all federal,
 state, and local statutes, regulations and rules in all jurisdictions where they do
business.






 


-7-









 












	 	8.6	 	No Default. The making and performance of the Loan Documents will not
violate any provision or constitute a default under the operating agreements of the
Borrower, any law, indenture, agreement, or instrument to which it is a party or by
which any of them or the Collateral is bound or affected.







	 	8.7	 	Ownership. Except for the liens in favor of Bank, the Borrower, now
has or will hereafter acquire title to the Collateral free and clear of all prior
claims, liens, encumbrances, and title retention devices. Borrower is indefeasibly
seized of the Property in fee simple as of the date of the advance of Loan proceeds
under this Agreement, and has full power and lawful authority to mortgage and encumber
the same, and that the Property is free and clear of all encumbrances, except easements
of record acceptable to Bank and liens in favor of Bank and Permitted Encumbrances (as
that term is defined in the Mortgage).







	 	8.8	 	Full Disclosure. None of the Loan Documents nor any statement or
instrument referred to therein or any other information, report, or statement delivered
to the Bank by the Borrower, Guarantors, or any other party on their behalf contains
any untrue statement or omits to state a material fact necessary to make the statements
herein or therein not misleading.







	 	8.9	 	Acceptance of Funds. Borrower’s acceptance of the Loan Proceeds under
the Loan Documents will be deemed to constitute a representation and warranty to the
Bank that: (a) there has been no material adverse change in Borrower’s financial
condition; (b) no Default has occurred; and (c) there is no litigation pending or
threatened against Borrower which would adversely affect its financial condition.







	 	8.10	 	Corporate Existence. Borrower and Guarantors are duly organized,
legally existing and in good standing under the laws of the State of their
organization, have the power to own their property and to carry on their business and
are duly qualified to do business and are in good standing in each jurisdiction in
which the character of the properties owned by it therein or in which the transaction
of its business makes such qualification necessary.







	 	8.11	 	Enforceability. All of the Loan Documents when executed and delivered
will be valid, legally binding, and enforceable in accordance with their terms.







	 	8.12	 	No Government Approval. No authorization or approval or other action
by, and no notice to or filing with any governmental authority or regulatory body is
required for the due execution, delivery and performance of any of the Loan Documents
to which it is a party.







	 	8.13	 	Utilities. That all utility service necessary for the operation and
maintenance of the Property for its intended purpose, are available for the use of the
Borrower at
the Property, including water supply, storm and sanitary sewer facilities, electric,
gas and telephone services.







 


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	 	8.14	 	Access. That adequate vehicular, pedestrian and utility access for
reasonably direct ingress, egress and service to and from the Property from publicly
owned and maintained paved roadways are available to the Property.







	 	8.15	 	Environmental Concerns. That the Property has not been the subject of
an environmental impact study required by any Tribunal nor has such study been deemed
necessary and the past, present or contemplated use of the Property has not violated
and does not violate any Environmental Laws and the Property is not within an area
identified by any Tribunal as an area of contamination.






9. Affirmative Covenants. Until payment in full of the Note and/or satisfaction of the
Obligations under the Loan Documents, unless the Bank otherwise consents in writing, the Borrower
and each Guarantor, where indicated, will perform or cause to be performed the following
agreements:




	 	9.1	 	Notice of Default. Borrower and each Guarantor will give prompt notice
to the Bank of: (a) any Event of Default; (b) the instigation of any litigation against
them which might adversely affect its financial condition; and (c) any other matter
which has resulted in an adverse change in their financial condition.







	 	9.2	 	Records and Inspections. Borrower will keep and maintain full and
accurate accounts and records of its business operations according to generally
accepted accounting principles, and will permit the Agency and/or the Bank and their
respective designated representatives to have access thereto and make examination and
copies thereof at all reasonable times, to make audits, and to inspect the Collateral,
by way of both scheduled and unscheduled inspections.







	 	9.3	 	Required Information. Borrower will furnish or cause to be furnished to
the Bank the following financial reports in form and substance satisfactory to Bank:







	 	9.3.1	 	Quarterly Financial Statements. Within thirty (30)
days after the end of each calendar quarter the Borrower shall submit their own
compiled balance sheet as of the end of such quarter, and a compiled statement
of income, including aged receivables and payables, for the period commencing
at the end of the previous calendar year and ending with the end of such
quarter. All quarterly reports will be prepared in accordance with GAAP.







	 	9.3.2	 	Annual Reviewed Statements. (a) As soon as available,
and in any event within ninety (90) days after the end of each fiscal year of
Borrower beginning with fiscal year 2009, Borrower shall provide its complete
Annual Reviewed Financial Statement consisting of a Balance Sheet, Cash Flow
Statement and Income Statement, including aged receivables and payables, all in
form and scope acceptable to Bank. Said review shall be performed by a Certified Public Accountant acceptable to Bank. (b) Within
ninety (90) days of each calendar year-end Borrower shall cause to be
provided to Bank complete financial statements of Guarantors (consisting of
a balance sheet and statements of income and expense prepared in accordance
with standard industry practices, all in form acceptable to Bank). Said
financial statements shall be certified to be accurate and complete.







 


-9-









 













	 	9.3.3	 	Federal Tax Returns. Borrower and Guarantors will
each submit to Bank, within thirty (30) days of April 15th of each
year, complete copies of their respective Federal Tax Returns. If extensions
are filed, then a copy of such extension shall be due within the same thirty
(30) day period and the Tax Return shall be due within thirty (30) days of
filing.







	 	9.3.4	 	Additional Financial Reports. Upon request of Bank,
Borrower shall provide Financial Statements of any or all companies owned or
managed by Borrower in such form and substance and at such times as requested
by Bank.







	 	9.3.5	 	Subordinated Indebtedness or Obligations: Until
payment in full of the Loan, Borrower shall not repay any indebtedness or
obligation to any Guarantor.







	 	9.3.6	 	Other Information. Such other information concerning
the business affairs of the Borrower or any Guarantor or others as the Bank
might request from time to time.







	 	9.3.7	 	Maximum Debt to Equity Ratio. The Borrower will
maintain at all times a ratio of Total Liabilities to Tangible Net Worth of not
greater than 5.00 to 1.0., tested annually beginning December 31, 2008.







	 	9.3.8	 	Maximum Current Ratio. The Borrower will maintain at
all times a ratio of current assets to current liabilities of not less than
1.20 to 1.0., tested annually beginning December 31, 2008.







	 	9.4	 	Profitability. The fiscal year end statements for 2009 shall indicate
profitability consistent with the interim financials dated August 31, 2008, provided by
Borrower to Bank.







	 	9.5	 	Reimbursement of Bank. The Borrower will pay or will reimburse the
Bank for payment of all governmental charges, taxes, or penalties imposed on the
Collateral or the Loan Documents.







	 	9.6	 	Additional Documents. The Borrower and each Guarantor will promptly,
on demand of the Bank, execute all such additional agreements, contracts, indentures,
documents, corrective instruments, financing statements, and instruments in connection
with this Agreement as Bank might reasonably require.





 


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	 	9.7	 	Additional Records. (i) records relating to all distributions made by
Borrower including the date of the distribution, the amount of the distribution, to
whom the distribution was paid, and the purpose of the distribution, and (ii) all other
records that may be requested by the Bank or the OTC.







	 	9.8	 	Compensation. Compensation of officers or members of Borrower will be
limited to an amount that, when taken, will not adversely affect the repayment ability
of Borrower. This amount may not be increased year to year unless (1) an after-tax
profit was made in the preceding fiscal year; (2) the Borrower is and will remain in
compliance with covenants of the Loan Agreement; and (3) all of Borrower’s debts are
paid to a current status and (4) prior written concurrence of the Bank is obtained.







	 	9.9	 	Use and Zoning Compliance. The Borrower covenants and agrees to comply
with all building, subdivision, zoning and similar ordinances and regulations
applicable to the operation of the Property and upon Bank’s written request the
Borrower shall obtain and deliver to the Bank the original or true copies of all
subdivision, building, zoning, use and other permits required with respect to the
Property.







	 	9.10	 	Easements and Restrictive Covenants. The Borrower covenants that all
future easements and restrictive covenants purporting to affect the Property shall be
submitted to the Bank for its approval prior to the execution thereof by Borrower,
which approval shall not be unreasonably conditioned, withheld or delayed, with all
proposed easements being accompanied by a survey showing the location thereof. The
Borrower further covenants to comply with all easements and restrictive covenants
affecting the Property.







	 	9.11	 	Conveyances; Encumbrances. Borrower covenants that it will not sell,
transfer, or convey all or any portion of the Property, nor create, assume or suffer to
exist any mortgage, pledge, security interest, lien or encumbrance on the Property
(other than the Permitted Encumbrances), without the Bank’s prior written consent.







	 	9.12	 	Operation of the Property. At all times while owning and operating the
Property, the Borrower covenants and agrees that:







	 	9.12.1	 	The Borrower shall comply with the requirements or all applicable federal,
state and local environmental, occupational health, safety and sanitation Laws,
ordinances, codes, rules and regulations, permits, licenses and interpretations
and orders of regulatory and administrative Tribunals with respect to the
Property. Without limiting the generality of the foregoing, the Borrower
agrees to comply with all requirements of CERCLA/SARA and RCRA/HSWA, the
Federal Water Pollution Control Act, the Federal Clean Air Act, the Toxic
Substances Control Act, all as amended, and all air, water and hazardous and
solid waste Laws of the State of Oklahoma,





 


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	 	9.12.2	 	The Borrower shall immediately, as reasonably practicable, notify the Bank of
and provide the Bank with copies of any notifications of discharges or releases
or threatened releases or discharges of a Polluting Substance on, upon, into,
or from the Property which are given or required to be given by or on behalf of
the Borrower to any federal, state or local Tribunal, and such copies of
notifications shall be delivered to the Bank at the same time as they are
delivered to the Tribunal. The Borrower further agrees to promptly undertake
and diligently pursue to completion any appropriate and legally required or
authorized remedial containment and cleanup action in the event of any release
or discharge or threatened release or discharge of a Polluting Substance on,
upon, into or from the Property, and







	 	9.12.3	 	At all times while owning and operating the Property, the Borrower agrees to
maintain and retain complete and accurate records of all releases, discharges
or other disposal of Polluting Substances on, onto, into or from the Property,
including without limitation, records of the quantity and type of any Polluting
Substances disposed of on or about the Property.






10. Negative Covenants. The Borrower and Guarantors where indicated, jointly and severally
covenant and agree that until payment in full of all of the Obligations owing to the Bank under the
Loan Documents, unless the Bank consents in writing:




	 	10.1	 	Creation of Liens. Except for the liens in favor of the Bank and
Paragraphs 5.1 and 5.2, the Borrower will not create, assume, or suffer to exist any
mortgage, vendor’s lien, pledge, security interest, encumbrance, or other lien against
any of the Collateral, whether now owned or hereafter acquired.







	 	10.2	 	Limitation of Indebtedness. Borrower will not create, incur, assume or
permit to exist, directly or indirectly, any additional indebtedness except: (a)
indebtedness to Bank; (b) trade indebtedness (which shall not include any borrowing,
trade acceptance or notes given in settlement of trade indebtedness) incurred in the
ordinary course of business and not in dispute or more than thirty days past due; (c)
existing indebtedness and existing obligations previously disclosed to Bank in writing;
and (d) indebtedness which shall be consented to by Bank in writing in advance, in
Bank’s sole but reasonable discretion, and if required by Bank, subordinated to the
Obligations by a written agreement satisfactory to Bank in form and substance.







	 	10.3	 	Liquidation or Merger. The Borrower shall not liquidate, dissolve or
enter into any consolidation, merger, partnership, joint venture, syndicate, pool or
other combination, or convey, sell, assign or lease any substantial part of its assets
or business except in the ordinary course of business.






 


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	 	10.4	 	Sale or Purchase of Fixed Assets, etc. Borrower will not invest in
additional fixed asset purchases in an annual aggregate of more than $200,000.00
without concurrence of Bank. Borrower will not lease, sell, transfer, or otherwise encumber
fixed assets without the concurrence of the Bank. Disposition of fixed assets
serving as collateral for the Loan must also have the concurrence of USDA Rural
Development.








	 	10.5	 	Dividends; Distribution. Borrower shall not pay or permit to be paid
any dividend or make any distribution of any assets or make any advances or loans to
members, owners, stockholders, officers, employees or affiliates without the consent of
Bank.







	 	10.6	 	Investments. Outside investment and loans/advances to members, owners,
officers, or affiliates shall require the prior written consent of the Bank. Loans
from members, owners, officers or affiliates shall be subordinated to the Loan or
converted to stock. No payments are to be made on these debts unless the Loan is
current and in good standing.







	 	10.7	 	Contingent Liabilities. Borrower will not assume, guarantee, endorse,
or otherwise become contingently liable for the obligation of any person, firm, or
corporation except in the ordinary course of its respective business.







	 	10.8	 	Other Agreements. Borrower will not enter into any agreement which
limits or restricts their ability to comply with the terms of this Agreement.







	 	10.9	 	Owners. Mike Schuster shall not be an officer, director, member, or
equity owner of the Borrower. All membership interests in and to Borrower owned by
Carol Schuster or any Mike Schuster or Carol Schuster related individuals or entities,
shall be transferred to Tri-Isthmus Group, Inc., a Delaware corporation prior to
closing. 






11. Default. The Bank may terminate all obligations of the Bank to make further
disbursements under the Loan Documents, including the Note, and the Bank may declare all
indebtedness and Obligations owing to the Bank evidenced by the Loan Documents to be immediately
due and payable if any of the following events occur:




	 	11.1	 	Nonpayment of Note. Default in payment within ten (10) days of when
due of any interest on or principal on the Note; or







	 	11.2	 	Other Nonpayment. Default in payment when due of any amount payable to
the Bank under the terms of this Agreement, any of the Loan Documents; or







	 	11.3	 	Breach of Agreement. Default in the performance or observance of any
covenant contained in any of the Loan Documents; or







	 	11.4	 	Application of Loan Proceeds. Any failure to apply the loan proceeds
pursuant to the provisions as provided herein; or





 


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	 	11.5	 	Representations and Warranties. Any representation, statement,
certificate, schedule or report made or furnished to the Bank proves to be false or
erroneous in any material respect at the time of the making thereof or any warranty
ceases to be complied with in any material respect; or







	 	11.6	 	Insolvency. The admission by the Borrower of an inability to pay debts
as such debts mature or an assignment for the benefit of creditors; or







	 	11.7	 	Bankruptcy. The filing of a petition in either a voluntary case or an
involuntary case of bankruptcy, reorganization, insolvency, liquidation or receivership
proceedings by or against Borrower; or







	 	11.8	 	Judgment. Entry by any court of a final judgment against the Borrower,
or the Collateral, or an attachment of any Collateral in excess of $150,000.00;







	 	11.9	 	Casualty Loss. Substantial damage or destruction of all or
substantially all of the Collateral not otherwise covered by insurance; or







	 	11.10	 	Notice and Right to Cure. Borrower and/or Guarantors shall be given
notice and thirty (30) business days in which to cure defaults caused by the events
described in items 11.2 through 11.8. No notice or right to cure any other defaults
shall be required. Should Borrower fail to cure a default as provided herein Bank may
assess Default Interest from the date of Borrower’s and/or Guarantor’s original breach
of the covenant.







	 	11.11	 	Violation of Lending Restriction. A breach of the Lending Restriction
covenant as provided in Section 2.1 shall constitute a default hereunder.






12. Remedies. In the Event of Default or at Maturity:




	 	12.1	 	Acceleration of Indebtedness. The Bank may accelerate payment of all
of the indebtedness evidenced by the Note and all other indebtedness owing under the
Loan Documents and declare the same to be immediately due and payable, and the Bank
will thereafter be entitled to foreclose the Mortgage and proceed to selectively and
successively enforce its rights under the Loan Documents or any one or more of them;
provided that if any Default occurs under paragraph 11.6 or paragraph 11.7 hereof, all
indebtedness evidenced by the Borrower’s Note and the other Loan Documents will be
automatically accelerated without an election of the Bank and will become immediately
due and payable without protest, presentment, notice or demand, all of which are hereby
expressly waived by the Borrower, and the Bank will thereafter be entitled to
selectively and successively enforce its rights under the Loan Documents or any one or
more of them.







	 	12.2	 	Selective Enforcement. In the event the Bank elects to selectively and
successively enforce its rights under any one or more of the instruments securing
payment of the indebtedness evidenced by the Loan Documents, such action will
 not be deemed a waiver or discharge of any other lien or encumbrance securing
payment of such indebtedness until such time as the Bank has been paid in full all
sums owing to Bank.







 


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	 	12.3	 	Waivers; Amendments. No waiver of any provision of any of the Loan
Documents, nor consent to any departure therefrom, shall in any event be effective
unless the same shall be in writing and signed by the Bank and then such waiver,
consent or amendment shall be effective only in the specific instance and for the
specific purpose for which given. Any amendment to the Loan Documents must be in
writing signed by the Bank.







	 	12.4	 	Deposits; Set off. Regardless of the adequacy of any other collateral
held by the Bank, any deposits or other sums credited by or due from the Bank to the
Borrower will at all times constitute collateral security for all Obligations and may
be set off against any and all liabilities, direct or indirect, absolute or contingent,
due or to become due, now existing or hereafter arising, to Bank. The rights granted
by this paragraph will be in addition to the rights of the Bank under any statutory
banker’s lien or right of common law set off.







	 	12.5	 	Performance by the Bank. The Bank will at any time after Default have
the right (but not the obligation) to pay any secured or unsecured claim (whether prior
or subordinate to the liens held by the Bank) affecting the Collateral, in such manner
as the Bank determines. The Borrower hereby authorizes the Bank to increase the
indebtedness owing to the Bank by the cost of satisfying claims against the Collateral
and agree that the Loan Documents will evidence and secure payment of such costs
whether or not the total funds advanced exceed the face amount of the Loan Documents.







	 	12.6	 	Bank’s Foreclosure Rights. Guarantors and each of them acknowledge and
agree that if the Bank elects to foreclose any lien created by the Loan Documents, the
Bank is authorized to purchase for the account of Bank all or any part of the
Collateral covered by such lien at public or private sale and to credit the amount
recovered first against that portion of the Loan for which the Guarantor is not liable
with any balance remaining to be applied in reduction of the liability of the Guarantor
under the respective Guarantor’s Guaranty Agreement.







	 	12.7	 	Cumulative Remedies. No failure on the part of the Bank to exercise
and no delay in exercising any right hereunder will operate as a waiver thereof, nor
will any single or partial exercise by the Bank of any right hereunder precludes any
other or further right of exercise thereof or the exercise of any other right. The
remedies herein provided are cumulative and not alternative.






13. Miscellaneous. It is further agreed as follows:




	 	13.1	 	Survival of Representations. All representations and warranties made
herein will survive the making of the loans hereunder and the delivery of the Loan
 Documents and will continue during the term of the loan evidenced by the Loan
Documents and all renewals thereof.







 


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	 	13.2	 	Expenses. The Borrower agree to reimburse the Bank for all attorneys’
fees and expenses resulting from or incidental to the negotiation and preparation of
the Loan Documents, and the collection or enforcement of the Loan Documents, of the
protection or the Bank’s rights in the Collateral in the event of Default.







	 	13.3	 	Indemnification. The Borrower hereby agrees to indemnify and hold the
Bank harmless from any and all liability, loss and expense, including attorneys’ fees,
whether incurred by retainer, salary or otherwise, incurred by such parties in good
faith (a) in complying with or enforcing the terms of this Agreement or the Loan
Documents or (b) as a result of any claim made by any party under the laws of any
governmental entity, including, but not limited to state or federal securities or tax
laws.







	 	13.4	 	Notices. All notices, requests, and demands will be served personally
or by registered or certified mail as follows:






	 	 	 
	The Borrower and

	 	c/o RHA Anadarko, LLC
	All Guarantors

	 	3555 NW 58th Street, Suite 700
	 

	 	Oklahoma City, OK 73112
	 

	 	Attn: Donnie Parkerson, CFO
	 
	 	 
	Copy to:

	 	Shawn J. Roberts
	 

	 	Brown & Roberts, P.C.
	 

	 	50 Penn Place, Suite 420
	 

	 	1900 NW Expressway
	 

	 	Oklahoma City, OK 73118
	 
	 	 
	Canadian State Bank

	 	2500 S. Cornwell Drive
	 

	 	Yukon, OK 73099
	 

	 	Attn: Tim Holt
	 
	 	 
	Copy To:

	 	Kevin Blaney, P.C.
	 

	 	P.O. Box 657
	 

	 	Oklahoma City, OK 73101
	 

	 	Attn: Kevin Blaney







	 	 	 	or at such other address as any party hereto designates for such purpose in a
written notice to the other parties hereto. Unless otherwise provided in this
Agreement, notices will be deemed to have been given on the date notice is served
personally or the date which is three (3) calendar days following the date on which
such notice is placed in the United States mail, properly addressed, postage
prepaid.





 


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	 	13.5	 	Limitation of Liability – Indemnification. In administering the loan
evidenced and secured by the Loan Documents and dealing with the Collateral, the Bank
makes no representation and assume no responsibility with respect to: (a) the value,
marketability, quality, quantity, ownership or condition of any of the Collateral: (b)
the validity, collectibility of any instrument, certificate, inventory, appraisal,
opinion or other document delivered or to be delivered to Bank in connection with the
Loan Documents. Nothing in the Loan Documents will entitle any person to be deemed a
third party beneficiary thereof. The Bank will have the right to consult with legal
counsel of Bank’s choice and to be fully exonerated from liability for any action taken
in good faith in accordance with the advice of such legal counsel. Borrower shall
indemnify and hold the Bank harmless from any and all liability, loss and expense,
including attorneys’ fees, incurred by Bank (a) in complying with or enforcing the
terms of this Agreement or the Loan Documents or (b) as a result of any claim made by
any party under the laws of any governmental entity, including, but not limited to any
state or federal securities or tax laws.







	 	13.6	 	Construction. This Agreement, the Loan Documents and all other
documents issued under this Agreement are intended to be contracts made under the laws
of the State of Oklahoma and are to be construed in accordance with the laws of said
state. Nothing in this Agreement will be construed to constitute the Bank as a joint
venturer, with the Borrower, any Guarantor, or any other party related thereto or to
constitute a partnership. Except for the defined terms which appear in the
subparagraphs under Paragraph 1 of this Agreement, the descriptive headings of the
paragraphs of this Agreement are for convenience only and are not to be used in the
construction of the content of this Agreement. This Agreement may be executed in
multiple counterparts, each of which will be an original instrument, but all of which
will constitute one agreement.







	 	13.7	 	Binding Effect. This Agreement will be binding on the Borrower, each
Guarantor or other party who executes same, and their respective successors and assigns
and will inure to the benefit of the Bank, and the Bank’s respective successors and
assigns. Bank may assign its rights hereunder, in part or as a whole, and may assign
any Loan Document executed and delivered to Bank.







	 	13.8	 	Venue and Jurisdiction. It is agreed that the debt evidenced by the
Loan Documents was contracted in Oklahoma County, Oklahoma, the Note, the Loan
Documents and all other instruments of indebtedness are hereby deemed to have been
given when received and accepted by the Bank at the Bank’s banking house in Oklahoma
City, Oklahoma. Borrower and each Guarantor hereby waives all objections to venue and
consents to the jurisdiction of any state or federal county located in Oklahoma County,
Oklahoma or the county in which the Property is situated, in connection with any action
instituted by the Bank by reason of or arising out of the execution, deliver, or
performance of any of the Loan Documents.





 


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	 	13.9	 	Severability. In case any one or more of the provisions contained in
the Loan Documents should be invalid, illegal or unenforceable in any respect, the
validity, legality and enforceability of the remaining provisions contained herein and
therein will not in any way be affected or impaired thereby.







	 	13.10	 	Usury. It is the intention of the parties hereto to conform strictly
to applicable usury laws now in force. Accordingly, if the transactions contemplated
hereby would be usurious under applicable law, then, in that event, notwithstanding
anything to the contrary in any of the Loan Documents or in any other instrument or
agreement entered into in connection with or as security for the Loan Documents, it is
agreed as follows: (i) the aggregate of all consideration that constitutes interest
under applicable law and that is contracted for, charged or received under this
Agreement or under any of the Loan Documents (whether designated as interest, fees,
indemnities, payments or otherwise) shall under circumstances exceed the maximum amount
of interest permitted by applicable law calculated on the basis of the actual number of
days elapsed over a year of three hundred sixty-five (365) days or three hundred
sixty-six (366) days, as the case may be, and any excess shall be canceled
automatically and, if theretofore paid, shall be credited on the Note by the holder
thereof (or, if the Note and all other indebtedness owing under the Loan Documents have
been paid in full, refunded to the Borrower); and (ii) in the event that the maturity
of the Note is accelerated by reason of an election of the Bank resulting from a
Default under this Agreement or otherwise, or in the event of any required or permitted
prepayment, then such consideration that constitutes interest may never include more
than the maximum amount permitted by applicable law, and excess interest, if any,
provided for in this Agreement or otherwise shall be canceled automatically as of the
date of such acceleration or prepayment and, if theretofore paid, shall be credited on
the Note (or, if the Note and all other indebtedness under the Loan Documents have been
paid in full, refunded to the Borrower). All sections and provisions of this
Agreement, the Note, the Loan Documents and the other instruments now or hereafter
executed in connection with or as security for any of such agreements or instruments,
including without limitation those sections and provisions calling for the calculation
of interest on the basis of the actual number of days elapsed over a year of three
hundred sixty (360) days, are subject to this paragraph 13.10, which limits the maximum
amount of interest. Notwithstanding anything contained herein to the contrary, the
Bank will not be required to advance any funds if on the date of any proposed advance
the prevailing interest rate which the Bank intends to charge (including rates of
discount and commissions with respect to bankers acceptance financing) would violate
the usury laws of the State of Oklahoma.






 


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	 	13.11	 	Mistakes – Liquidated Damages. Borrower, Guarantors and each party
hereto, hereby expressly waive any mistake, inaccuracy, or misstatement made in
connection with the preparation of the Loan Documents. Each agrees that the maximum
liability which may be incurred by Bank due to any such mistake, inaccuracy, or misstatement shall be collectively Two Thousand Five Hundred and
00/100 Dollars ($2,500.00), such sum being agreed upon as liquidated damages
collectively available for their total damages hereunder.







In addition, in the event the Loan Documents or any one of them misstates or
inaccurately reflects the true and correct terms and provisions of said Loan
Document(s) and said misstatement or inaccuracy is due to unilateral mistake on the
part of Bank, mutual mistake on the part of Bank, Borrower, and/or Guarantors, or
clerical error, then in such event, upon request by Bank and in order to correct
such misstatement or inaccuracy, the parties hereto, as needed, shall execute such
new documents or initial such corrected original documents as Bank may deem
necessary to remedy said inaccuracy or mistake. A failure to initial or execute
such documents as requested shall constitute a default under the Loan Documents.
Furthermore, if, at any time, the USDA requests a correction or modification to any
of the Loan documents as a condition precedent to issuance of its Loan Note Guaranty
or otherwise, Borrower and Guarantors, as the case may be, shall agree to such
modification and execute the appropriate documents to effect such modification as
requested by Bank or USDA. A failure to execute such documents as requested shall
constitute a default under the Loan Documents.




	 	13.12	 	Entire Agreement. The Loan Documents and all documents executed in
connection therewith constitute the entire agreement among parties hereto and
encompassing their entirety all prior written and oral negotiations, understandings,
representations, warranties and agreements among such parties.






IN WITNESS WHEREOF, the parties hereto have caused this instrument to be duly executed as of
the date first above written.



	 	 	 	 	 	 	 	 	 
	 	 	RHA ANADARKO, LLC, an Oklahoma limited liability

company, d/b/a The Physicians’ Hospital in Anadarko	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	By:	 	Rural Hospital Acquisition, LLC as its Manager	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	By:	 	 	 	 
	 

	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	Name: Dennis M. Smith	 	 
	 

	 	 	 	 	 	Title: Manager	 	 






 


-19-









 





	 	 	 	 	 	 	 	 	 	 	 
	 	 	TRI-ISTHMUS GROUP, INC., a Delaware corporation	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	By:	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	Name:
	 	David Hirschhorn	 	 
	 

	 	 	 	 	 	Title:
	 	Chief executive officer and chairman of the board	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 	 	RURAL HOSPITAL ACQUISTION, LLC, an Oklahoma 
limited
liability company	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	By:	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	Name:
	 	Dennis M. Smith	 	 
	 

	 	 	 	 	 	Title:
	 	Manager	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 	 	SURGICAL CENTER ACQUISITION HOLDINGS, INC., a Nevada corporation	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	By:	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	Name:
	 	David Hirschhorn	 	 
	 

	 	 	 	 	 	Title:
	 	 President and CEO	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 	 	RHA STROUD, LLC, an Oklahoma limited liability company	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 	 	By:	 	Rural Hospital Acquisition, LLC as its Manager	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	By:	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	Name: Dennis M. Smith	 	 
	 

	 	 	 	 	 	Title: Manager	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 	 	RHA TISHOMINGO, LLC, an Oklahoma limited liability

company	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 	 	By:	 	 Rural Hospital Acquisition, LLC as its Manager	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	By:	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	Name: Dennis M. Smith	 	 
	 

	 	 	 	 	 	Title: Manager	 	 






 


-20-









 






	 	 	 	 	 	 	 	 	 	 	 
	 	 	TSG PHYSICIANS GROUP, LLC, an Oklahoma limited liability company	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 	 	By:	 	Rural Hospital Acquisition, LLC as its Manager	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	By:	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	Name: Dennis M. Smith	 	 
	 

	 	 	 	 	 	 	 	Title: Manager	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 	 	CANADIAN STATE BANK, a State Banking Association	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	By:	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 

	 	 	 	Name:	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	 
	 

	 	 	 	Title:	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	 







 


-21-