Borrower or any Subsidiary and covered by Title IV of ERISA or to which Section
412 of the Code applies.
"Principal Office" means the principal office of the Agent located at
201 Fourth Avenue North, Nashville, Tennessee.
"Pro Rata Share" means the percentage of interest held by each of the
Lenders as set forth opposite their respective signatures hereto, as such
percentage may be adjusted from time to time as a result of assignments or
amendments made pursuant to this Agreement.
"Projects" mean construction, expansion and/or renovation of
ambulatory surgery centers owned by a Partnership or LLC.
"Property" or "Properties" means any interest in any kind of property
or asset, whether real, personal, or mixed, or tangible or intangible.
"Revolving Credit Note" and "Revolving Credit Notes" means those
Revolving Credit Notes executed by the Borrower payable to the order of each of
the Lenders, each Revolving Credit Note being substantially in the form of
Exhibit C hereto and in the principal amount that each Lender's Pro Rata Share
bears to $15,000,000, including all amendments, renewals, and extensions
"STB" means SunTrust Bank, Nashville, N.A., its successors and
"Seller Financing" means either: (i) the extension of credit to
Borrower that enables the Borrower to acquire a majority interest in a
Partnership or LLC, (ii) the extension of credit to Borrower by any seller of a
majority interest in an existing ambulatory surgery center, which sale is made
to Borrower, a Partnership, or an LLC, or (iii) the extension of credit to
Borrower by the seller of the assets in a Physician Practice Acquisition.
"Subsidiary" means any corporation of which more than fifty percent
(50%) of the issued and outstanding voting stock is owned or controlled at the
time as of which any determination is being made directly or indirectly, by
Borrower and/or by one or more of Borrower's Subsidiaries.
"Term Note" and "Term Notes" means Term Notes executed by the Borrower
payable to the order of each of the Lenders, each Term Note being substantially
in the form of Exhibit D hereto and in the original principal amount that each
Lender's Pro Rata Share bears to $4,671,261.88, and including all amendments,
renewals, and extensions thereto.