REDLANDS SURGICAL SERVICES - Page 6




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               RHS contributed $1,131,289 to the General Partnership,                 
          borrowing $796,829 from SCA and the balance of $334,460 from                
          Redlands Hospital.  SCA Centers contributed $1,946,993 in cash              
          and stock to the General Partnership.  In return for its                    
          approximately 37-percent capital investment, RHS received a 46-             
          percent interest in profits, losses, and cash-flows of the                  
          General Partnership.  In return for its approximately 63-percent            
          capital investment, SCA Centers received a 54-percent interest in           
          profits, losses, and cash-flows of the General Partnership.                 
               The General Partnership agreement provides in relevant part:           
                          AGREEMENT OF GENERAL PARTNERSHIP                            
                        OF REDLANDS AMBULATORY SURGERY CENTER                         
               This AGREEMENT OF GENERAL PARTNERSHIP, [is] entered into as            
               of the 1st day of March, 1990, by and between REDLANDS-SCA             
               SURGERY CENTERS, INC., a California corporation ("SCA                  
               Centers") and a wholly owned subsidiary of Surgical Care               
               Affiliates, Inc. ("SCA") * * *, RHS Corp., ("RHS") a                   
               California not-for-profit corporation, * * * and Redlands              
               Community Hospital, a California not-for-profit corporation            
               (the "Hospital").  SCA Centers and RHS are collectively                
               referred to as "Partners."                                             
                                     WITNESSETH:                                      
                    WHEREAS, RHS desires to insure the                                
                    availability of high quality health services                      
                    in the most cost effective setting in which                       
                    such services can be rendered; and                                
                    WHEREAS, the use of an ambulatory surgical                        
                    center by the area-wide residents will                            
                    contribute to RHS's corporate goal of                             
                    providing comprehensive health care services                      
                    at an affordable price; and                                       
                    WHEREAS, SCA is a corporation that is engaged                     
                    in the development and management of                              





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Last modified: May 25, 2011