of its interest in the Company to the Agent on the Company's books.
The Company agrees that at any time prior to the Maturity Date (as defined in
the Pledge Agreement), it will not take or approve any action in furtherance of
deeming the interests of the Company to be an uncertificated
"security" within
the meaning of § 8-103(c) of the UCC (as defined in the Pledge Agreement) and
that its membership or partnership interest shall at all times be general
intangibles under the UCC.
Dated:
[NAME OF PLEDGED ENTITY]
By:
Title:
FIRST AMENDMENT TO BORROWER SECURITY AGREEMENT
THIS FIRST AMENDMENT TO BORROWER SECURITY AGREEMENT ("Amendment") is made as of
June 20, 2007 by and between NOVAMED, INC., a Delaware corporation (the
"Borrower" and "Grantor") and NATIONAL CITY BANK (the "Agent").
RECITALS
A.
The Borrower and the Agent are parties to that certain Security
Agreement dated as of June 28, 2000 (as heretofore amended, the "Security
Agreement"); and
B.
The Borrower and the Agent wish to amend the Security Agreement on
the terms and conditions set forth below.
AGREEMENT
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 agree as follows:
1.
DEFINITIONS.
CAPITALIZED TERMS USED BUT NOT DEFINED HEREIN ARE
USED AS DEFINED IN THE SECURITY AGREEMENT.
2.
AMENDMENTS TO SECURITY AGREEMENT.
(a)
Section 1.1 of the Security Agreement is hereby deleted and
replaced with the following new Section 1.1:
"SECTION 1.1 Certain Terms.
The following terms (whether or not underscord)
when used in this Security Agreement, including its preamble and recitals, shall
have the following meanings (such definitions to be equally applicable to the
singular and plural forms thereof:
(A)
UNLESS OTHERWISE DEFINED HEREIN, TERMS DEFINED IN THE CREDIT
AGREEMENT AND USED HEREIN SHALL HAVE THE MEANINGS GIVEN TO THEM IN THE CREDIT
AGREEMENT, AND THE FOLLOWING TERMS ARE USED HEREIN AS DEFINED IN THE UCC:
ACCOUNTS, CERTIFICATED SECURITY, CHATTEL PAPER, COMMERCIAL TORT CLAIMS, DEPOSIT
ACCOUNTS, DOCUMENTS, ELECTRONIC CHATTEL PAPER, EQUIPMENT, FARM PRODUCTS, GOODS,
HEALTH-CARE-INSURANCE RECEIVABLES, INSTRUMENTS, INVENTORY, LETTER-OF-CREDIT
RIGHTS AND SUPPORTING OBLIGATIONS.
(B)
WHEN USED HEREIN THE FOLLOWING TERMS SHALL HAVE THE FOLLOWING
MEANINGS:
Assigned Agreements means any purchase agreement or similar agreement entered
into by Grantor or any Wholly-Owned Subsidiary of Grantor in connection with a
Permitted Acquisition.
Credit Agreement means that certain Sixth Amended and Restated Credit Agreement
dated as of February 7, 2007 by and among Borrower, National City Bank, as Agent
and the Lenders party thereto (as amended, restated, or otherwise modified).
Collateral means (a) all of the personal property now owned or at any time
hereafter acquired by Grantor or in which Grantor now has or at any time in the
future may acquire any right, title or interest, including all of Grantor's
Accounts, Chattel Paper (including Electronic Chattel Paper), Deposit Accounts,
Documents, Equipment, Farm Products, Fixtures, General Intangibles, Goods,
Health-Care-Insurance Receivables, Instruments, Intellectual Property,
Inventory,