Exhibit  4.7


 


THIS INSTRUMENT OF RESIGNATION, APPOINTMENT AND ACCEPTANCE (this “Instrument”), dated as of September 18,
2008 (“Effective Date”), is by and among NovaMed, Inc., a corporation duly
organized and existing under the laws of the State of Delaware (the “Company”),
U.S.  Bank
National Association, a national banking association duly organized and
existing under the laws of the United States (the “Successor Trustee”), and
LaSalle Bank National Association, a national banking association duly organized
and existing under the laws of the United States, as Trustee (the “Resigning
Trustee”). Capitalized terms not otherwise defined herein shall have the same
meaning ascribed to such terms in the Indentures (as defined below) as
applicable.


 


RECITALS


 


WHEREAS, pursuant to an indenture dated as of June 27,
2007 as supplemented (the “Indenture”), by and between the Company and the
Resigning Trustee, the Company issued the aggregate principal amount at
maturity of $75,000,000 of its 1% Convertible Senior Subordinated  Notes due 2012 (the “Notes”);


 


WHEREAS, the Company appointed the Resigning Trustee
as the Paying Agent, Registrar and Conversion Agent under the Indenture;


 


WHEREAS, there is presently issued and outstanding
$75,000,000 in aggregate principal amount of the Notes;


 


WHEREAS, Section 7.10 of the Indenture provides
that the Trustee may at any time resign by giving written notice of such
resignation to the Company and the Company shall promptly appoint a successor
Trustee;


 


WHEREAS, the Resigning Trustee desires to resign as
Trustee, Paying Agent, Registrar and Conversion Agent and the Company desires
to appoint the Successor Trustee as Trustee, Paying Agent, Registrar and
Conversion Agent to succeed the Resigning Trustee under the Indentures; and


 


WHEREAS, the Successor Trustee is willing to accept
the appointment as Trustee, Paying Agent, Registrar and Conversion Agent under
7.11 of the Indenture;


 


NOW; THEREFORE, in consideration of the covenants
herein and other good and valuable consideration, the receipt and sufficiency
of which are hereby acknowledged, the parties hereto agree as follows:


 


1.             Acceptance of Resignation of
Resigning Trustee; Appointment of Successor Trustee. Pursuant
to Section 7.10 of the Indenture, the Resigning Trustee hereby resigns as
Trustee under the Indenture. The Resigning Trustee also hereby resigns as
Paying Agent, Registrar and Conversion Agent under the Indenture. The Company
accepts the resignation of the Resigning Trustee as Trustee, Paying Agent,
Registrar and Conversion Agent and hereby appoints the Successor Trustee as
Trustee, Paying Agent, Registrar and Conversion Agent under the Indenture.


 


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2.             Company Representations and
Warranties. The Company represents and warrants to the
Successor Trustee that:


 


a.                                       It is duly organized and validly existing;


 


b.                                      The execution and delivery of this Instrument
have been duly authorized by the Company;


 


c.                                       [reserved]


 


d.                                      It has no knowledge of the existence of any
Event of Default which may have occurred at any time prior to the date of this
Instrument, or any event which, after notice or lapse of time or both, would
become an Event of Default under any of the Indentures;


 


e.                                       The Indenture is in full force and effect;


 


f.                                         There is no action, suit or proceeding
pending or, to the best of the Company’s knowledge, threatened against the
Company before any court or any government authority arising out of any action
or omission by the Company under the Indentures; and


 


g.                                      This Instrument has been duly authorized,
executed and delivered on behalf of the Company and constitutes its  legal,
valid and binding obligation.


 


3.                                       Resigning
Trustee Representations and Warranties. The Resigning Trustee hereby represents
and warrants to the Successor Trustee that:


 


a.                                       No covenant or condition contained in the
Indenture has been waived by the Resigning Trustee or, to the best of the
knowledge of the Responsible Officer of the Resigning Trustee, by the Holders
of the percentage in aggregate principal amount of the Notes required by each
of the Indentures to effect any such waiver;


 


b.                                      There is no action, suit or proceeding
pending or, to the best of the knowledge of the Responsible Officer of the
Resigning Trustee, threatened against the Resigning Trustee before any court or
governmental authority arising out of any action or omission by the Resigning
Trustee as Trustee, Paying Agent and Registrar under any of the Indentures;


 


c.                                       Resigning Trustee has delivered or will
deliver to Successor Trustee, as of or immediately after the Effective Date
hereof, all documents in its possession relating to the trusts created under
the Indentures, including all of the documents listed in Exhibit B
hereto, and such other documents reasonably obtainable as mutually agreed upon;


 


d.                                      The execution and delivery of this Instrument
has been duly authorized by the Resigning Trustee, and this Instrument
constitutes the Resigning Trustee’s legal, valid, binding and enforceable
obligation; and;


 


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e.                                       The Resigning Trustee certifies that:  $75,000,000 in aggregate principal amount of
the Notes is outstanding and interest has been paid through June 15, 2008.


 


4.                                       Successor
Trustee Representation and Warranty. The Successor Trustee represents and warrants to the Resigning
Trustee and the Company that it is eligible to serve as Trustee, Paying Agent,
Registrar and Conversion Agent under the Indenture and the Trust Indenture Act
of 1939.


 


5.                                       Acceptance
by Successor Trustee. Pursuant
to Section 7.11 of the Indenture, the Successor Trustee hereby accepts its
appointment as Trustee under the Indenture and shall hereby be vested with all
the rights, powers, trusts and duties of the Trustee under each of the
Indentures and with respect to all property and money held or to be held under
each of the Indentures, with like effect as if the Successor Trustee was
originally named as Trustee under each of the Indentures. The Successor Trustee
also hereby accepts its appointment as Registrar, Paying Agent and Conversion
Agent. The Successor Trustee will perform said rights, powers and duties upon
the terms and conditions set forth in the Indenture. Promptly after the
execution and delivery of this Instrument, the Successor Trustee shall cause a
notice, a form of which is annexed hereto as Exhibit A, to be sent
to each Holder of the Notes.


 


6.                                       Assignment
etc. by Resigning Trustee. Effective on the Effective Date, the Resigning Trustee hereby
confirms, assigns, transfers, delivers and conveys to the Successor Trustee, as
Trustee under each of the Indentures, upon the trusts expressed in the
Indentures, all rights, powers, trusts, privileges, duties and obligations
which the Resigning Trustee now holds under and by virtue of  the Indenture, and effective as of such date
does hereby pay over to the Successor Trustee any and all property and moneys
held by the Resigning Trustee under and by virtue of each of the Indentures.


 


7.                                       Additional
Documentation. The
Resigning Trustee and the Company, for the purposes of more fully and certainly
vesting in and confirming to the Successor Trustee the rights, powers, trusts,
privileges, duties and obligations hereby assigned, transferred, delivered and
conveyed, agree, upon reasonable request of the Successor Trustee, to execute,
acknowledge and deliver such further instruments of conveyance and further
assurance and to do such other things as may reasonably be required by the
Successor Trustee.


 


8.                                       Choice of
Laws. This
Instrument shall be governed by the same laws that govern each of the
Indentures.


 


9.                                       Counterparts. This Instrument may be executed in any
number of counterparts, each of which, when so executed and delivered, shall be
an original, but all counterparts shall constitute but one Instrument.


 


10.                                 Survival
of Company’s Obligations to Resigning Trustee. 
Notwithstanding the resignation of the Resigning Trustee as Trustee
under each of the Indentures, each of the Company and the Guarantor shall
remain obligated under the Indenture to compensate, reimburse and indemnify the
Resigning Trustee in connection with its trusteeship as provided in Indenture,
and nothing contained in this Instrument shall in any way abrogate the
obligations of the Company to the Resigning Trustee under the 


 


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Indenture or any lien created in favor of the Resigning Trustee
thereunder. The Company also acknowledges and reaffirms its obligation to the
Successor Trustee set forth in Section 7.06 of the Indenture.


 


11.                                 Notices. All notices, whether faxed or mailed, will
be deemed received when sent pursuant to the following instructions:


 


TO THE SUCCESSOR TRUSTEE:


 


US
Bank National Association


60
Livingston Avenue.


EP-MN-WS3C


St.
Paul, MN 55107-2292


Attn:
Rick Prokosch


Phone:
651-495-3918


Fax:
651-4195-8097


 


TO THE RESIGNING TRUSTEE:


 


LaSalle
Bank National association


135
South LaSalle Street, Suite 1625


Chicago,
IL 60603


Phone:
312-904-2371


Fax:
312-904-4018


 


TO THE COMPANY:


 


NovaMed,
Inc


Attn:
Chief Financial Officer.


980
North Michigan Avenue


Chicago,
IL 60611


Phone:
312-780-3234


Fax:
312-664-4250


 


13.                                 Effectiveness.
This Instrument and the resignation, appointment and acceptance effected hereby
shall be effective as of the close of business on the Effective Date; provided that the resignation of the
Resigning Trustee as Paying Agent and the appointment of the Successor Trustee
as Paying Agent under each of the Indentures shall be effective 10 days after
the date first above written.


 


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IN WITNESS WHEREOF, the
parties hereto have executed this Instrument as of the date set forth above.


 


	
  NovaMed, Inc., as the Company

  	
   

  
	
   

  	
   

  	
   

  
	
  By

  	
    /s/ Scott T.
  Macomber

  	
   

  
	
   

  	
         Its:
  EVP and CFO

  	
   

  
	
   

  	
   

  	
   

  
	
  U.S. Bank National Association, as the
  Successor Trustee

  	
   

  
	
   

  	
   

  	
   

  
	
  By

  	
    /s/ Rick Prokosch

  	
   

  
	
   

  	
         Its:
  Vice President

  	
   

  
	
   

  	
   

  	
   

  
	
  LaSalle Bank National Association, as the
  Resigning Trustee

  	
   

  
	
   

  	
   

  	
   

  
	
  By

  	
    /s/ Thomas Popovics

  	
   

  
	
   

  	
         Its:
  Assistant Vice President

  	
   

  



 


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