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FOULSTON SIEFKIN
Topeka Tower, Suite 1400 32 Corporate Woods, Suite 600
534 South Kansas Ave. ATTORNEYS AT LAW 9225 Indian Creek Parkway
Topeka, Kansas 66603 3436 Overland Park, Kansas 66210 2000
785.233.3600 1551 N. Waterfront Parkway, Suite 100 913.498.2100
Fax 785.233.1610 Fax 913.498.2101
Wichita, Kansas 67206 4466
316.267.6371
www.foulston.com
Brooke Bennett Aziere
316.291.9768
866.346.1939 Fax
baziere@foulston.com
October 12
SENT VIA FEDERAL EXPRESS PRIORITY OVERNIGHT.
Gorback Family, L.P.
Michael S. Gorback, M.D.
14002 Grand Heights Court
Houston, Texas 77062
Re: Webster Surgical Specialty Hospital, Ltd., and WSSH GP, L.L.C.; Notice of
Exercise of Purchase Option.
Dear Dr. Gorback:
We are legal counsel for the manager Webster Surgical Specialty Hospital, Ltd. (the
or “Partnership”) and WSSH GP, L.L.C., LP’s General Partner (the “ ”, and
collectively with LP, the “Companies . As you know, the Companies own and operate Houston
Physicians’ Hospital (the Facility
As a Partner/Member of the Companies you are obligated to comply with the terms of the
Companies’ Amended and Restated Limited Partnership Agreement dated January 25, 2018, as
amended (the LP Agreement”) and Amended and Restated Company Agreement dated January 25,
2018, as amended (the Company Agreement”). he GP’s Board of Managers has determined that
you have committed gross misconduct that, in the Board’s reasonable opinion, adversely affects the
Partnership or the operation of the Facility. Accordingly, a “Buy Sell Event” has occurred with respect
to your 1.000 unit in each of the Companies (collectively, the “Unit under Section 10.1.15 of the
LP Agreement and Section 13.1.15 of the Company Agreement.
Pursuant to Section 10.2 of the LP Agreement and Section 13.2 of the Company Agreement,
this letter serves as the Companies’ notice to you that a Buy Sell Event has occurred and the
Compan hereby commence the Buy Sell procedures as set forth in Article X the LP Agreement
and Article XIII of the Company Agreement. his letter also serves as the Companies’ notice to you
that he Companies hereby exercise their option to repurchase the Unit pursuant to Section 10.3.1 of
the LP Agreement and 13.3.1 of the Company Agreement.
Under Section 10.5.1 of the LP Agreement and Section 13.5.1 of the Company Agreement, the
Company is hereby purchasing the Unit for its fair market value, determined and set in accordance
with the Set Value of the Units, with a forty percent discount applied (the “Purchase Price . Payment
of the Purchase Price is enclosed with this letter via promissory note (“Promissory Note in
accordance with Section 10.6 of the LP Agreement and Section 13.6 of the Company Agreement.
Dr. ichael S. Gorback
October 11, 2018
Page
n or after delivery of this letter ou will have no rights as a Partner/Member of the Companies
and will not be entitled to participate in any distributions attributable to the Companies’ operations.
Any Certificate(s) previously issued to you are hereby deemed cancelled and will be void and of no
further effect. Please return such cancelled Certificate to me to ensure proper disposal.
Please do not contact any Board of Managers, administrators, or employees of the Companies.
If you wish to discuss this matter further, please contact me directly.
Very truly yours,
FOULSTON SIEFKIN LLP
Brooke Bennett Aziere
BBA
Enclosure (copy of Promissory Note enclosed, original to follow)
Nicholas Crafts, President
Houston Physicians’ Hospital
James G. Bonnen, M.D.
Houston Physicians’ Hospital
Scott C. Palecki, General Counsel
Nueterra Capital
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