AMENDED HEREBY AND AS FURTHER AMENDED, MODIFIED, RESTATED,
SUPPLEMENTED OR EXTENDED FROM TIME TO TIME.
THIS AMENDMENT SHALL CONSTITUTE A
LOAN DOCUMENT FOR PURPOSES OF THE PLEDGE AGREEMENT AND THE OTHER LOAN DOCUMENTS.
5.
COUNTERPARTS.
THIS AMENDMENT MAY BE EXECUTED IN TWO OR MORE
COUNTERPARTS, EACH OF WHICH SHALL CONSTITUTE AN ORIGINAL, BUT ALL OF WHICH WHEN
TAKEN TOGETHER SHALL CONSTITUTE ONE INSTRUMENT.
DELIVERY OF AN EXECUTED
COUNTERPART OF THIS AMENDMENT BY FACSIMILE SHALL BE EFFECTIVE AS DELIVERY OF AN
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.
THE PLEDGOR SHALL HAVE EXECUTED AND DELIVERED TO THE
AGENT THIS AMENDMENT.
(B)
AUTHORIZATION.
THE PLEDGOR SHALL HAVE DELIVERED TO THE AGENT SUCH
DOCUMENTS AND INSTRUMENTS (INCLUDING INCUMBENCY CERTIFICATE AND RESOLUTIONS FOR
THE PLEDGOR) AS THE AGENT MAY REQUIRE TO DEMONSTRATE AUTHORIZATION BY THE
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.
THE 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, INC.
By:
/s/ Scott T. Macomber
Its:
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 NOVAMED, INC. (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 and
National City Bank of Michigan/Illinois,
as Agent.
The undersigned hereby further confirms the registration of the Pledgor's pledge