ORIGINAL COUNTERPART.
6.
HEADINGS.
THE HEADINGS AND CAPTIONS OF THIS AMENDMENT ARE FOR
THE PURPOSES OF REFERENCE ONLY AND SHALL NOT AFFECT THE CONSTRUCTION OF, OR BE
TAKEN INTO CONSIDERATION IN INTERPRETING, THIS AMENDMENT.
7.
CONDITIONS TO AMENDMENT.
THIS AMENDMENT SHALL BECOME EFFECTIVE
UPON THE SATISFACTION IN FULL OF ALL OF THE FOLLOWING CONDITIONS PRECEDENT, EACH
OF WHICH SHALL BE SATISFACTORY TO THE AGENT:
(A)
AMENDMENT.
EACH PLEDGOR SHALL HAVE EXECUTED AND DELIVERED TO THE
AGENT THIS AMENDMENT.
(B)
AUTHORIZATION.
EACH PLEDGOR SHALL HAVE DELIVERED TO THE AGENT
SUCH DOCUMENTS AND INSTRUMENTS (INCLUDING INCUMBENCY CERTIFICATE AND RESOLUTIONS
FOR SUCH PLEDGOR) AS THE AGENT MAY REQUIRE TO DEMONSTRATE AUTHORIZATION BY SUCH
PLEDGOR TO EXECUTE AND DELIVER THIS AMENDMENT.
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(C)
OTHER.
THE AGENT SHALL HAVE RECEIVED SUCH OTHER DOCUMENTS AS THE
AGENT MAY REASONABLY REQUEST.
The date upon which such events have occurred is the "Effective Date."
8.
FURTHER ASSURANCES.
EACH PLEDGOR AGREES TO EXECUTE AND DELIVER
IN FORM AND SUBSTANCE SATISFACTORY TO THE AGENT SUCH FURTHER DOCUMENTS,
INSTRUMENTS, AMENDMENTS, FINANCING STATEMENTS AND TO TAKE SUCH FURTHER ACTION,
AS MAY BE NECESSARY FROM TIME TO TIME TO PERFECT AND MAINTAIN THE LIENS AND
SECURITY INTERESTS CREATED BY THE PLEDGE AGREEMENT AND THE OTHER LOAN DOCUMENTS,
AS AMENDED HEREBY.
9.
APPLICABLE LAW.
THIS AMENDMENT SHALL BE CONSTRUED IN ACCORDANCE
WITH AND GOVERNED BY THE LAWS OF THE STATE OF ILLINOIS WITHOUT GIVING EFFECT TO
ILLINOIS CHOICE OF LAW DOCTRINE.
10.
CONFLICT WITH CREDIT AGREEMENT.
IN THE EVENT OF ANY CONFLICT
BETWEEN THIS AMENDMENT AND THE TERMS OF THE CREDIT AGREEMENT, THE TERMS OF THE
CREDIT AGREEMENT WILL BE DEEMED TO CONTROL.
[signature page follows]
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The parties hereto have caused this Amendment to be executed by their duly
authorized officers, all as of the day and year first above written.
NOVAMED MANAGEMENT OF KANSAS CITY, INC.
PATIENT EDUCATION CONCEPTS, INC.
BLUE RIDGE NOVAMED, INC.
NOVAMED EYE SURGERY AND LASER
CENTER OF ST. JOSEPH, INC.
NOVAMED MANAGEMENT SERVICES, LLC
NOVAMED EYE SURGERY CENTER OF
NORTH COUNTY, LLC
NOVAMED EYECARE RESEARCH, INC.
NMGK, INC.
NOVAMED OF LOUISVILLE, INC.
MIDWEST UNCUTS, INC.
NMLO, INC.
NMI, INC.
NOVAMED EYE SURGERY CENTER OF
CINCINNATI, L.L.C.
NOVAMED ACQUISITION COMPANY, INC.
NOVAMED OF TEXAS, INC.
NOVAMED ALLIANCE, INC.
NOVAMED OF WISCONSIN, INC.
NOVAMED OF DALLAS, INC.
NOVAMED OF SAN ANTONIO, INC.
NOVAMED OF LAREDO, INC.
By
/s/ SCOTT T. MACOMBER
Title: Scott T. Macomber, Executive Vice
President and Chief Financial Officer
NATIONAL CITY BANK, as Agent
By:
/s/ JAMES M. KERSHNER
Its:
Vice President
ANNEX A TO PLEDGE AGREEMENT AMENDMENT
SCHEDULE II
ACKNOWLEDGMENT OF SECURITY INTEREST
[NAME OF PLEDGED ENTITY] (the "Company") hereby acknowledges receipt of a copy
of the assignment by
(the "Pledgor") of its interest under
the [TITLE OF AGREEMENT] (the "Agreement") pursuant to the terms of the Pledge
Agreement, dated as of June 28, 2000 (as amended, restated or otherwise modified
from time to time the "Pledge Agreement"), among the Pledgor, certain other
persons and National City Bank of Michigan/Illinois,
as Agent.