public offering of common stock of the Borrower yielding net cash proceeds to
the Borrower and/or its shareholders of at least $20,000,000.
"Indebtedness" means any and all amounts and liabilities owing or to
be owing by Borrower to Agent pursuant hereto or to either of the Lenders from
time to time whether now existing or hereafter incurred, and whether in
connection with this Agreement or otherwise, including any amendments hereof,
or in connection with loans, participation interests, drafts, notes, banker's
acceptances, letters of credit, guarantees, or overdrafts of checking or
savings accounts of Borrower maintained with either of Lenders.
"Interest Expense" means any and all payments, cash or in-kind, made
or accrued on account of interest obligations incurred, arising under or out of
any Debt of the Borrower (on a consolidated basis), including but not limited
to promissory notes issued to evidence such interest payments and including the
component of amounts payable under capital leases attributable to interest, and
excluding any non-cash items other than notes issued to evidence such interest
payments and the component of amounts payable under capital leases attributable
"LLC" means any limited liability company validly formed under the law
of any State for the purpose of making an Acquisition or a Physician Practice
Acquisition, or for the purpose of developing a Project and in which the
Borrower retains a majority ownership interest.
"LLC Note" means a promissory note issued by an LLC to the order of
Borrower and evidencing a loan by Borrower to such LLC of monies initially
advanced to Borrower under the Revolving Credit Notes, which loan is made for
the purpose of developing a Project in which the Borrower retains a majority
"LLC Note Collateral" means any property, collateral, or assets
securing repayment of an LLC Note.
"Lenders" means STB and the other banks and lending institutions
listed on the signature pages set forth herein, and any permitted transferee
"Letter of Credit" means any letter of credit issued by Agent on
Borrower's account pursuant to and in compliance with Section 2.11 herein.
"Letter of Credit Fee" shall mean an amount equal to 1% multiplied by
the face amount of the Letter of Credit.