Exhibit
      10.57

     

    


    THIRD
      AMENDMENT AND CONSENT TO CREDIT AGREEMENT 

    


    THIRD
      AMENDMENT AND CONSENT TO CREDIT AGREEMENT (this "Agreement"),
      dated
      as of December 13, 2007, among NOVAMED, INC., a Delaware corporation
      (“Borrower”),
      NATIONAL CITY BANK (“Agent”)
      and
      the Lenders signatory hereto. Terms not defined herein have the meanings given
      to them in the Credit Agreement (as hereinafter defined). 

     

    BACKGROUND

     

    A.    Borrower,
      the Lenders signatory thereto and Agent are party to that certain Sixth Amended
      and Restated Credit Agreement dated as of February 7, 2007 (as amended by that
      certain First Amendment to Credit Agreement and Consent to Acquisition dated
      as
      of May 31, 2007 and that certain Second Amendment to Credit Agreement dated
      as
      of June 20, 2007, the "Credit
      Agreement").

     

    B.    Borrower
      has requested that Agent and Lenders amend the Credit Agreement and consent
      to
      the sale or closure (the "December, 2007 Divestitures") by Borrower of those
      certain Non-Wholly Owned Subsidiaries of the Borrower set forth on Annex A
      to
      this Agreement.

     

    C.    Agent
      and
      Lenders are willing to enter into this Agreement to amend the Credit Agreement
      and to consent to the December, 2007 Divestures upon the terms and conditions
      set forth below.  

     

    NOW
      THEREFORE, in consideration of the matters set forth in the recitals and the
      covenants and provisions herein set forth, and other valuable consideration,
      the
      receipt and sufficiency of which are hereby acknowledged, the parties hereto
      agree as follows:

     

    1.    Amendments
      to Credit Agreement.
      

     

    (a)    Section
      1.1 of the Credit Agreement is hereby amended by adding the following new
      definitions thereto:

     

    "NovaMed
      of Altamonte Springs"
      means
      NovaMed Surgery Center of Altamonte Springs, LLC, a Delaware limited liability
      company.

     

    “Third
      Amendment”
means
      that certain Third Amendment to Credit Agreement dated as of June 20, 2007
      among
      Borrower, Agent and Required Lenders.

     

    “Third
      Amendment Effective Date”
has
      the
      meaning set forth in Section 4 of the Third Amendment.

     

    (b)    Section
      1.1 of the Credit Agreement is hereby further amended by deleting the definition
      of "Total Funded Debt" therein and replacing it with the following new
      definition of "Total Funded Debt":

     

    “Total
      Funded Debt"
      of any
      Person means all Indebtedness of such Person except Indebtedness specified
      in
clause
      (g)
      of the
      definition of Indebtedness; provided,
      with
      respect to Indebtedness of NovaMed of New Albany and NovaMed of Altamonte
      Springs permitted to be outstanding under Section
      7.2.2(q)
      and
Section
      7.2.2(v)
      hereof,
      that amount of such Indebtedness of NovaMed of New Albany and NovaMed of
      Altamonte Springs guaranteed by a Person or Persons other than a Credit Party,
      ASC Subsidiary, Minority ASC Entity or Affiliate of a Credit Party, ASC
      Subsidiary or Minority ASC Entity shall be excluded for purposes of calculating
      this definition and provided,
      further,
      the
      amount of outstanding Indebtedness of Surgery Center of Kalamazoo included
      in
      the calculation of this definition shall equal the principal amount of such
      Indebtedness multiplied by that percentage of the outstanding equity of Surgery
      Center of Kalamazoo owned by the Borrower or any Wholly-Owned
      Subsidiary.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    (c)    Section
      7.2.2 of the Credit Agreement is hereby amended by adding the following new
      clauses (v) and (w) thereto:

     

    "(v)
      Indebtedness of NovaMed of Altamonte Springs in an amount not to exceed
      $4,000,000 at any time outstanding; and

     

    (w)
      Indebtedness of Borrower consisting of a guarantee of the Indebtedness of
      NovaMed of Altamonte Springs permitted under clause
      (v)
      of this
Section
      7.2.2.
      provided
      that such guarantee is limited to a pro rata portion of such Indebtedness equal
      to Borrower’s owned pro rata portion of the outstanding equity interests of
      NovaMed of Altamonte Springs."   

     

    (d)    Section
      7.2.3 of the Credit Agreement is hereby amended by deleting clause (m) thereof
      and replacing it with the following new clause (m):

     

    "(m) Liens
      on
      the assets of NovaMed of New Albany, Surgery Center of Kalamazoo and NovaMed
      of
      Altamonte Springs securing the Indebtedness permitted by clauses
      (q),(s)
      and (v)
      of
Section
      7.2.2.,
      respectively."

     

    (e)    Section
      7.2.9(a) of the Credit Agreement is hereby amended by adding the phrase "and
      exclusive of the December, 2007 Divestitures" immediately at the end of the
      parenthetical in clause (ii) thereof. 

     

    2.    Consent.
      The
      Agent and Lenders hereby consent to Borrower and its Subsidiaries entering
      into
      the December, 2007 Divestitures provided that (i) the aggregate amount of cash
      charges relating to the December, 2007 Divestitures taken by the Borrower and
      its Subsidiaries on a consolidated basis does not exceed $13,000,000 and (ii)
      the December, 2007 Divestitures are on terms and conditions (including
      indemnity, put and other similar terms) reasonably satisfactory to the Agent.
      The Agent and Lenders further waive any prepayment required by Section 2.2.2(b)
      arising out of the December, 2007 Divestitures. 

     

    3.    Representations
      and Warranties.
      To
      induce Agent and Lenders to enter into this Agreement, Borrower represents
      and
      warrants to Agent and the Lenders that the execution, delivery and performance
      by Borrower of this Agreement is within its corporate powers, as applicable,
      has
      been duly authorized by all necessary corporate action and does not and will
      not
      violate or conflict with any provision of law applicable to Borrower, the
      Certificate of Incorporation or Bylaws or other organizational document of
      Borrower, or any order, judgment or decree of any court or other agency of
      government or any contractual obligation binding upon Borrower; and the Credit
      Agreement as amended as of the date hereof is the legal, valid and binding
      obligation of Borrower enforceable against Borrower in accordance with its
      terms
      except as may be limited by bankruptcy, insolvency, reorganization, moratorium
      or other laws affecting creditors' rights generally and the effects of general
      principles of equity. Borrower hereby further represents and warrants that,
      as
      of the Third Amendment Effective Date, the Borrower and its Subsidiaries are
      Solvent on a consolidated basis and the Borrower acknowledges that its
      warranties and representations contained in the Credit Agreement and the other
      Loan Documents, are true and correct in all material respects both before and
      after the Third Amendment Effective Date (both before and after giving effect
      to
      the transactions contemplated hereby) with the same effect as though made on
      such date (except to the extent stated to relate to an earlier date, in which
      case such representations and warranties were true and correct in all material
      respects as of such earlier date).

     

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

    4.    Conditions.
      The
      effectiveness of the consent and amendments stated in this Agreement is subject
      to each of the following conditions precedent (the date of consummation of
      which
      shall be the "Third
      Amendment Effective Date"):

     

    (A) Agreement.
      Agent
      shall have received counterparts of this Agreement duly executed by Borrower,
      Agent and the Required Lenders.

     

    (B) No
      Default.
      After
      giving effect to this Agreement, and the waivers contained herein no Default
      or
      Event of Default under the Credit Agreement shall have occurred and be
      continuing.

     

    (C) Warranties
      and Representations.
      The
      warranties and representations of the Credit Parties contained in this
      Agreement, the Credit Agreement and the other Loan Documents, shall each be
      true
      and correct in all material respects as of the Third Amendment Effective Date
      hereof, with the same effect as though made on such date (except to the extent
      stated to relate to an earlier date, in which case such representations and
      warranties were true and correct in all material respects as of such earlier
      date).

     

    (D) Payment
      of Expenses.
      Borrower shall have paid all reasonable out of pocket expenses (including
      reasonable attorney’s fees) of Agent in connection with this
      Agreement.

     

    (E) Additional
      Deliveries.
      Borrower and the other Credit Parties shall have executed and delivered such
      additional certificates, documents, amendments to other Loan Documents and
      financing statements as Agent may require in connection with the transactions
      contemplated by this Agreement.

     

    5.    Miscellaneous.

     

    (A) Captions.
      Section
      captions used in this Agreement are for convenience only, and shall not affect
      the construction of this Agreement.

     

    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

    (B) Governing
      Law.
      This
      Agreement shall be governed by and shall be construed and enforced in accordance
      with the internal laws of the State of Illinois, without regard to conflict
      of
      laws principles.

     

    (C) Counterparts.
      This
      Agreement may be executed in any number of counterparts, and each such
      counterpart shall be deemed to be an original, but all such counterparts shall
      together constitute but one and the same Agreement. Delivery of an executed
      signature page to this Agreement by telecopy shall be deemed to constitute
      delivery of an originally executed signature page hereto.

     

    (D) Successors
      and Assigns.
      This
      Agreement shall be binding upon and inure to the benefit of the parties hereto
      and their respective successors and assigns.

     

    (E) References.
      Any
      reference to the Credit Agreement contained in any notice, request, certificate,
      or other document executed concurrently with or after the execution and delivery
      of this Agreement shall be deemed to include this Agreement unless the context
      shall otherwise require.

     

    (F) Effectiveness
      of Agreement.
      The
      Agent and Required Lenders hereby acknowledge and agree that upon the
      satisfaction of the conditions to effectiveness in Section 4 of this Agreement
      (including the execution of this Agreement by the Borrower, Agent and Required
      Lenders), this Agreement will be effective to amend the Credit Agreement as
      set
      forth herein.

     

    (G) Continued
      Effectiveness.
      Notwithstanding anything contained herein, the terms of this Agreement are
      not
      intended to and do not serve to effect a novation as to the Credit Agreement.
      The parties hereto expressly do not intend to extinguish the Credit Agreement.
      Instead, it is the express intention of the parties hereto to reaffirm the
      indebtedness created under the Credit Agreement, which is evidenced by the
      Notes
      and secured by the Collateral. The Credit Agreement as amended hereby and each
      of the other Loan Documents remains in full force and effect.

     

     [Signature
      Pages Follow]

    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    

    



    Witness
      the due execution hereof by the respective duly authorized officers of the
      undersigned as of the date first above written.

     

    
      	 	
              NOVAMED,
                INC.

              


              


              By:
                /s/ Scott T. Macomber     

              Name: Scott
                T. Macomber

              Title: EVP
                and CFO

            


    

     

    


    
      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

     

    
      	 	
              NATIONAL
                CITY BANK, 

              Individually
                as a Lender, as Letter of Credit

              Issuer
                and as Agent

               

              By:
                /s/ James M. Kershner 

              Title:
                Vice President

               

              LASALLE
                BANK NATIONAL ASSOCIATION 

              Individually
                as a Lender

              


              By:
                /s/ Charles A. Stein

              Title:
                Assistant Vice President

               

              ASSOCIATED
                BANK, N.A.

              Individually
                as a Lender

              


              By:
                /s/ Viktor Gottlieb

              Title:
                AVP

              


              CHARTER
                ONE BANK

              Individually
                as a Lender

              


              By:
                /s/ Richard H. Ault

              Title:
                Vice President

              


              JPMORGAN
                CHASE BANK, NATIONAL ASSOCIATION

              Individually
                as a Lender

              


              By:
                /s/ Diane Stark

              Title:
                Senior Vice President

            


    

    


    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    ANNEX
      A

    DECEMBER,
      2007 DIVESTITURE SUBSIDIARIES

    


    (1)
      NovaMed Surgery Center of Columbus, LLC

    (2)
      NovaMed Surgery Center of Laredo, LLC

    (3)
      NovaMed Surgery Center of Thibodaux, LLC