WAIVES SUCH
IMMUNITY IN RESPECT OF ITS OBLIGATIONS UNDER THIS AGREEMENT AND THE OTHER LOAN
DOCUMENTS.
78
SECTION 10.15
Waiver of Jury Trial. THE AGENT, THE LENDERS AND THE BORROWER
HEREBY KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVE ANY RIGHTS THEY MAY HAVE
TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION BASED HEREON, OR ARISING OUT OF,
UNDER, OR IN CONNECTION WITH, THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT, OR ANY
COURSE OF CONDUCT, COURSE OF DEALING, STATEMENTS (WHETHER VERBAL OR WRITTEN) OR
ACTIONS OF THE AGENT, THE LENDERS OR THE BORROWER. THE BORROWER ACKNOWLEDGES AND
AGREES THAT IT HAS RECEIVED FULL AND SUFFICIENT CONSIDERATION FOR THIS PROVISION
(AND EACH OTHER PROVISION OF EACH OTHER LOAN DOCUMENT TO WHICH IT IS A PARTY)
AND THAT THIS PROVISION IS A MATERIAL INDUCEMENT FOR THE AGENT AND THE LENDERS
ENTERING INTO THIS AGREEMENT AND EACH SUCH OTHER LOAN DOCUMENT.
SECTION 10.16
USA Patriot Act Notice.
Each of the Agent and each Lender hereby notifies the Borrower that pursuant to
the requirements of the USA Patriot Act (Title III of Pub. L. 107-56 (signed
into law on October 26, 2001)) (the "Patriot Act"), each of the Agent and each
Lender is required to obtain, verify and record information that identifies the
Borrower, which information includes the name and address of the Borrower and
other information that will allow the Lender to identify the Borrower in
accordance with the Patriot Act.
* * *
79
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed
by their respective officers thereunto duly authorized as of the day and year
first above written.
NOVAMED, INC.
By: /s/ Scott T. Macomber
Title: EVP and CFO
NATIONAL CITY BANK OF THE MIDWEST,
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/ Sam L. Dendrinos
Title: First Vice President
THE NORTHERN TRUST COMPANY
Individually as a Lender
By: /s/ Matthew Anderson
Title: Second Vice President
ASSOCIATED BANK, N.A.
Individually as a Lender
By /s/ Viktor Gottlieb
Title: Corporate Banking
CHARTER ONE BANK
Individually as a Lender
By /s/ Craig Brzezinski
Title: Vice President
TABLE OF CONTENTS
SCHEDULE 1
-- Original Closing Date Stockholders SCHEDULE 2
-- Agreed EBITDA
Formula SCHEDULE 6.3
-- Approvals SCHEDULE 6.8
-- Subsidiaries SCHEDULE 6.10
-- Tax Matters SCHEDULE 6.17
-- Existing Indebtedness SCHEDULE 6.18
--
Service Agreements; Employment Agreements SCHEDULE 6.21
-- Required
Certificates SCHEDULE 7.1.4
-- Insurance SCHEDULE 7.2.3
-- Existing Liens
SCHEDULE 7.2.5
-- Existing Investments
SCHEDULE 7.2.8
-- Subsidiaries to be
Dissolved SCHEDULE 10.1
-- Commitment Percentages SCHEDULE 10.2
-- Notice
Information
EXHIBIT A
Form of Note EXHIBIT B
Form of Borrowing
Request EXHIBIT C
Form of Continuation/Conversion Notice EXHIBIT D
Form of
Lender Assignment Agreement EXHIBIT E
Form of Guaranty EXHIBIT F-1
Form of
Borrower Pledge Agreement EXHIBIT F-2
Form of Guarantor Pledge Agreement
EXHIBIT G-1
Form of Borrower Security Agreement
EXHIBIT G-2