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$1,500,000.00
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Date: December 11,
2008
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FOR VALUE RECEIVED, RURAL HOSPITAL ACQUISITION,
LLC, an Oklahoma limited liability company (“ Maker
”), hereby promises to pay to the order of Carol Schuster, an
individual and Oklahoma resident (“ Payee ”), at
2304 Old Farm Road, Edmond, Oklahoma 73013, or at such other place
as Payee designates to Maker in writing from time to time, on or
before December 11, 2011 (the “ Maturity Date
”), the principal amount of One Million Five Hundred Thousand
and No/100 Dollars ($1,500,000.00), in lawful money of the United
States of America, together with accrued but unpaid interest on the
unpaid balance from day-to-day outstanding, computed from the date
advanced until paid, at a rate per annum equal to the lesser of
(a) the Maximum Rate (defined below), and (b) five
percent (5%) (the “ Contract Rate ”).
As used herein, the term “ Maximum
Rate ” shall mean, at any time, the maximum rate of
interest under applicable law that Payee may charge Maker. The
Maximum Rate shall be calculated in a manner that takes into
account any and all fees, payments, and other charges in respect of
this Promissory Note or any document executed in connection
herewith that constitute interest under applicable law. Each change
in any interest rate provided for herein based upon the Maximum
Rate resulting from a change in the Maximum Rate shall take effect
without notice to Maker at the time of such change in the Maximum
Rate.
Computation of interest on all amounts payable
by Maker hereunder shall be computed on the basis of a year of
360 days and the actual number of days elapsed (including the
first day but excluding the last day) unless such calculation would
result in a usurious rate, in which case interest shall be
calculated on the basis of a year of 365 or 366 days, as the
case may be. Notwithstanding the foregoing, if at any time the
Contract Rate shall exceed the Maximum Rate, thereby causing the
interest payable on this Note to be limited to the Maximum Rate,
then any subsequent reductions in the Contract Rate shall not
reduce the rate of interest charged hereunder below the Maximum
Rate until the total amount of interest accrued hereon from and
after the date hereof equals the amount of interest that would have
accrued hereon if Contract Rate had at all times been in
effect.
The principal of and interest upon this
Promissory Note shall be due and payable as follows:
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(a)
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interest, computed as aforesaid,
shall be due and payable quarterly in arrears as it accrues, with
each payment due on the first day of each calendar quarter (i.e.,
January 1, April 1, July 1, and October 1 of each year)
and on the Maturity Date; and
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(b)
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the entire unpaid principal balance
of this Promissory Note shall be due and payable in full on the
Maturity Date unless an Event of Default occurs to cause the
Maturity Date to be accelerated.
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(c)
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In the event that Tri-Isthmus
Group, Inc., a Delaware corporation and ultimate parent of Maker,
(“ TIGroup ”), receives aggregate net proceeds
in excess of $8,000,000 from [certain securities offerings], the
principal and interest payments under this Promissory Note will be
accelerated and the principal amount still owing, together with
accrued but unpaid interest will become due and payable on the
thirtieth (30 th ) day following the date on which
the aggregate net proceeds received by TIGroup [*] exceed
$8,000,000.
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Maker may elect to prepay this Promissory Note
in whole or in part from time to time without premium, penalty or
notice.
Maker agrees that the occurrence of any one or
more of the following shall constitute an event of default (“
Event of Default ”) under this Promissory
Note:
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