and Transfer of Loans and Note; Participations in Loans and
Note
80
SECTION 10.11.1 Assignments
80
SECTION 10.11.2 Participations
81
SECTION 10.12 Confidentiality
82
SECTION 10.13 Other Transactions
83
SECTION 10.14 Forum Selection and Consent to Jurisdiction
83
SECTION 10.15 Waiver of Jury Trial
83
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
Form of Guarantor Security Agreement
EXHIBIT H
Form of Opinion of Counsel to the Borrower
EXHIBIT I
Form of Reaffirmation of Collateral Documents
EXHIBIT J
Form of Adjusted Equity ownership EBITDA Certificate
EXHIBIT K
Permitted Asset Dispositions
* NovaMed, Inc. agrees to furnish supplementally a copy of any omitted schedule
to the Securities and Exchange Commission upon request.
EXECUTION COPY
FOURTH AMENDED AND RESTATED CREDIT AGREEMENT
THIS FOURTH AMENDED AND RESTATED CREDIT AGREEMENT, dated as of October 15, 2004,
by and among NOVAMED, INC., a Delaware corporation (the "Borrower"), the various
financial institutions from time to time party hereto (collectively, the
"Lenders"), NATIONAL CITY BANK OF THE MIDWEST, as agent (the "Agent") for the
Lenders and LASALLE BANK NATIONAL ASSOCIATION, as Documentation Agent;
W I T N E S S E T H:
WHEREAS, the Borrower, the Lenders and the Agent entered into that certain
Credit Agreement dated as of June 28, 2000 (the "Original Credit Agreement")
which Original Credit Agreement was amended and restated as of August 29, 2001
pursuant to an Amended and Restated Credit Agreement and was again amended and
restated as of October 23, 2001 pursuant to that certain Second Amended and
Restated Credit Agreement, and was again amended and restated as of June 26,
2003 (the " Third Amended and Restated Credit Agreement");and
WHEREAS, the Borrower has requested that the Lenders and the Agent amend and
restate the Third Amended and Restated Credit Agreement; and
WHEREAS, the Lenders are willing, on the terms and subject to the conditions
hereinafter set forth (including Article V), to amend and restate the Third
Amended and Restated Credit Agreement; and
WHEREAS, the proceeds of the Loans hereunder will be used for general corporate
purposes and working capital purposes of the Borrower and its Subsidiaries and
to finance Permitted Acquisitions by the Borrower.
NOW, THEREFORE, the parties hereto agree as follows:
ARTICLE I
DEFINITIONS AND ACCOUNTING TERMS
SECTION 1.1
Defined Terms. The following terms (whether or not underscored)