Filed by Bowne Pure Compliance





Exhibit 10.12




GUARANTY OF TRI-ISTHMUS GROUP, INC.

(Carol Schuster $1,500,000.00)




THIS GUARANTY AGREEMENT (the “Guaranty”) is made effective the 11th day of December, 2008, by
the undersigned, Tri-Isthmus Group, Inc., a Delaware corporation (“Guarantor” or “Tri-Isthmus”), to
and for the benefit of Carol Schuster, an individual (“Schuster”). For $100 and other good and
valuable consideration, the receipt and sufficiency which are hereby acknowledged, the Company
agrees to enter into this Guaranty.



1. Recitations. Rural Hospital Acquisition, LLC, an Oklahoma limited liability company
(“RHA”), is the maker under that certain Promissory Note, dated as of December 11th, 2008,
in the original principal amount of One Million Five Hundred Thousand and No/100 Dollars
($1,500,000.00) (the “Note”), payable to the order of Schuster. RHA is an indirect
subsidiary of Tri-Isthmus, and as such, Tri-Isthmus will benefit by virtue of the accommodations
extended by Schuster to RHA.



2. Guarantee. Tri-Isthmus hereby absolutely and unconditionally, guarantees to Schuster
the due and punctual payment of all principal and interest now owing or which may hereafter be
payable to Schuster by RHA pursuant to the Note; provided, that notwithstanding the
foregoing, the total liability of Tri-Isthmus under this agreement shall not exceed the principal
amount of $1,500,000.00, plus interest thereon at the rate set forth in the Note and any other
amounts owed under the Note (the “Indebtedness”).



3. Continuing Guarantee. This undertaking shall operate as a continuing guaranty of the
full payment of the Note and shall remain in full force and effect. The obligations of  Tri-Isthmus
hereunder shall be in addition to any other obligations of Tri-Isthmus and this Guaranty shall not,
unless expressly herein provided, affect or invalidate any such other guaranties. The liability of
Tri-Isthmus to Schuster shall at all times be deemed to be the aggregate liability of Tri-Isthmus
under the terms of this Guaranty, and of any other guaranties heretofore or hereafter given by
Tri-Isthmus to Schuster and not expressly revoked, modified or invalidated.



4. Independent Obligations. The obligations hereunder are independent of the obligations
of RHA, and a separate action or actions may be brought and prosecuted against Tri-Isthmus whether
any action is brought against RHA or whether RHA be joined in any such action or actions; and
Tri-Isthmus waives the benefit of any statute of limitations affecting its liability hereunder or
the enforcement thereof.



5. Waivers.




	 	5.1	 	Tri-Isthmus hereby waives:







	 	5.1.1	 	Diligence, presentment, protest, notice of dishonor, notice of
default, demand for payment, notice of presentment and extension of time of
payment;







	 	5.1.2	 	Notice of acceptance hereof;





 


 









 











	 	5.1.3	 	Notice of nonpayment at maturity;







	 	5.1.4	 	Notice of the extension of credit from time to time given by
Schuster to RHA, and the creation, existence or acquisition of any Indebtedness
hereby guaranteed;







	 	5.1.5	 	Notice of the amount of Indebtedness of RHA to Schuster from
time to time, subject, however, to Tri-Isthmus’s right to make inquiry of
Schuster to ascertain the amount of Indebtedness at any reasonable time;







	 	5.1.6	 	Notice of adverse change in RHA’s financial condition or of
any other fact which might increase Tri-Isthmus’s risk;







	 	5.1.7	 	All set-offs and counterclaims; and







	 	5.1.8	 	All other notices and demands to which Tri-Isthmus might
otherwise be entitled.







	 	5.2	 	Tri-Isthmus further waives its rights by statute or otherwise to require
Schuster to institute suit against RHA or to exhaust its rights and remedies against
RHA or any other party obligated to pay or any collateral securing the Indebtedness,
Tri-Isthmus being bound to the payment of each and all Indebtedness of RHA to Schuster
whether now existing or hereafter incurred as fully as if such Indebtedness was
directly owing to Schuster by Tri-Isthmus.

	 
	 	5.3	 	Tri-Isthmus further waives any defense arising by reason of any disability or other
defense of RHA or by reason of the cessation from any cause whatsoever of the liability of
RHA (including, without limitation, Schuster’s failure to seek a deficiency judgment
against RHA following foreclosure upon any collateral securing the Indebtedness), and any
defense that other indemnity, guaranty or security was to be obtained.







	 	5.4	 	Nothing shall discharge or satisfy the liability of Tri-Isthmus hereunder
except the full performance and payment of the Indebtedness of RHA, with interest, if
applicable.

	 
	 	5.5	 	If RHA or Tri-Isthmus should at any time become insolvent or make a general
assignment, or if a petition in bankruptcy or any insolvency or reorganization
proceedings shall be filed or commenced by, against, or in respect of RHA or
Tri-Isthmus any and all of the obligations of Tri-Isthmus shall, forthwith become due
and payable without notice.

	 
	 	5.6	 	Tri-Isthmus consents and agrees that Schuster shall be under no obligation (i)
to marshal any assets in favor of Tri-Isthmus or against or in payment of any or all of
the Indebtedness; (ii) to foreclose upon, repossess, collect or take any action
whatsoever with respect to any collateral securing the Indebtedness; or (iii) to
seek any deficiency judgment against RHA or any other party obligated to pay the
Indebtedness.





 


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6. Payment of Expenses. Tri-Isthmus agrees to pay all expenses incurred by Schuster in
connection with enforcement of her rights under this Guaranty, as well as court costs, collection
charges and attorneys’ fees and disbursements.



7. Reservation of Rights. Tri-Isthmus consents and agrees that, without notice to or by
Tri-Isthmus and without affecting or impairing the obligations of Tri-Isthmus hereunder, Schuster
may compromise or settle, extend the period of duration or the time for the payment or discharge or
performance of, or may refuse to enforce or may release all or any parties to any and all of said
Indebtedness, or may grant other indulgences to RHA in respect thereof, or may amend or modify in
any manner any documents or agreements relating to such Indebtedness, other than this Guaranty, or
may release, surrender, exchange, modify, impair or extend the period of duration or time for the
performance, discharge or payment of, any and all deposits and other property securing the
Indebtedness or on which Schuster at any time may have a lien, or may refuse to enforce its rights,
or may make any compromise or settlement or agreement therefor, in respect of any and all of such
deposits and property, or with any party to the Indebtedness, or with any other person, firm or
corporation whatsoever, or may release, add or substitute any one or more of the endorsers or the
guarantors of the Indebtedness whether parties to this instrument or not, or may exchange, enforce,
waive or release any security for any guaranty of the Indebtedness. In the event of the occurrence
of any of the foregoing, Tri-Isthmus hereby acknowledges that Schuster has expressly reserved all
rights against Tri-Isthmus, and Tri-Isthmus agrees that its liability hereunder will not be
affected or impaired by any failure, neglect or omission of Schuster to protect, in any manner, the
collection of the Indebtedness or any security given therefore.



8. Noncontingent Liability. Tri-Isthmus agrees that the liability of Tri-Isthmus on this
Guaranty shall be immediate and shall not be contingent upon the exercise or enforcement by
Schuster of whatever remedies it may have against RHA or others, or the enforcement of any lien or
realization upon any security which Schuster may at any time possess.



9. Invalid, Fraudulent or Preferential Payments. Tri-Isthmus agrees that to the extent RHA
makes a payment or payments to Schuster, which payment or payments or any part thereof are
subsequently invalidated, declared to be fraudulent or preferential, set aside and/or required to
be repaid to a trustee, receiver or any other party under any bankruptcy act, state or federal law,
common law or equitable cause, then to the extent of such payment or repayment, the obligation or
part thereof intended to be satisfied shall be revived and continued in full force and effect as if
said payment has not been made.



10. Primary Obligations. This Guaranty is a primary and original obligation of Tri-Isthmus
and is an absolute, unconditional, continuing and irrevocable guaranty of payment and shall remain
in full force and effect without respect to future changes in conditions, including change of law
or any invalidity or irregularity with respect to the issuance of any obligations of RHA to
Schuster or with respect to the execution and delivery of any agreement between RHA and Schuster.


 


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11. Election of Remedies. Schuster shall have the right to seek recourse against
Tri-Isthmus to the full extent provided for herein and in any other document or instrument
evidencing obligations of Tri-Isthmus to Schuster, and against RHA, to the full extent provided for
in any purchase or credit agreement between Schuster and RHA. No election to proceed in one form
of action or proceeding, or against any party, or on any obligation, shall constitute a waiver of
Schuster’s right to proceed in any other form of action or proceeding or against other parties
unless Schuster has expressly waived such right in writing. Specifically, but without limiting the
generality of the foregoing, no action or proceeding by Schuster against RHA under any document or
instrument evidencing or securing the Indebtedness of RHA to Schuster shall serve to diminish the
liability of Tri-Isthmus except to the extent Schuster realized payment by such action or
proceeding, notwithstanding the effect of any such action or proceeding upon Tri-Isthmus’s right of
subrogation against RHA. By acceptance hereof, Schuster and Tri-Isthmus agree that Tri-Isthmus
hereby knowingly accepts the full range of risk encompassed within a contract of “Guaranty” which
risk includes, without limitation, the possibility that RHA will incur additional Indebtedness for
which Tri-Isthmus may be liable hereunder after RHA’s financial condition or ability to pay its
lawful debts when they fall due has deteriorated.



12. Reaffirmation of Obligation. Tri-Isthmus agrees that it will promptly execute and
deliver to Schuster or her designee written reaffirmation of Tri-Isthmus’s obligations hereunder if
so requested by Schuster from time to time. Tri-Isthmus’s absolute obligation to make such
reaffirmations is not to be construed to infer an absence of liability on the Tri-Isthmus’s behalf
in any instance in which Tri-Isthmus is not asked to reaffirm, or fail to reaffirm, its
obligations, notwithstanding any modification of RHA’s obligations to Schuster.



13. Governing Law. This Guaranty, all acts and transactions hereunder and the rights and
obligations of the parties hereto shall be governed, construed and interpreted according to the
laws of the State of Oklahoma. As part of the consideration for Schuster’s granting credit to RHA,
Tri-Isthmus hereby agrees that all actions or proceedings arising directly or indirectly hereunder
may, at the option of Schuster, be litigated in courts having situs where the principal office of
Schuster is located, and Tri-Isthmus hereby expressly consents to the jurisdiction of any local,
state or federal court located within said state, and consents that any service of process in such
action or proceeding may be made by personal service upon Tri-Isthmus wherever Tri-Isthmus may then
be located, or by certified or registered mail directed to Tri-Isthmus at its last known address.



 


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14. Miscellaneous.




	 	14.1	 	Tri-Isthmus agrees that all the rights, benefits and privileges herein and
hereby conferred upon Schuster shall vest in, and be enforceable by Schuster, her
successors and assigns.







	 	14.2	 	Schuster may assign this Guaranty either in whole or in part, together with any
of her rights and powers hereunder, and Schuster may assign and/or deliver to any such
assignee any of such security for payment of the Indebtedness, and, in the event of
such assignment, the assignee hereof and of such rights and powers and of such
security, if any of such security be so assigned and/or delivered, shall have the same
rights and remedies as if originally named herein in Schuster’s place, and Schuster
shall thereafter be fully discharged from all responsibilities with respect to any such
securities so assigned and/or delivered.






IN WITNESS WHEREOF, the undersigned Tri-Isthmus has executed this Guaranty as of the day and
year first above written.



	 	 	 	 	 
	 	Tri-Isthmus Group, Inc.

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 




 


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