SECURITY
AGREEMENT AND THE OTHER LOAN DOCUMENTS ARE AND SHALL CONTINUE IN FULL FORCE AND
EFFECT AND EACH GRANTOR HEREBY FULLY RATIFIES AND AFFIRMS EACH LOAN DOCUMENT TO
WHICH IT IS A PARTY.
REFERENCE IN ANY OF THIS AMENDMENT, THE SECURITY AGREEMENT
OR ANY OTHER LOAN DOCUMENT TO THE SECURITY AGREEMENT SHALL BE A REFERENCE TO THE
SECURITY AGREEMENT AS 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 SECURITY 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.
EACH GRANTOR SHALL HAVE EXECUTED AND DELIVERED TO THE
AGENT THIS AMENDMENT.
(B)
AUTHORIZATION.
EACH GRANTOR SHALL HAVE DELIVERED TO THE AGENT
SUCH DOCUMENTS AND INSTRUMENTS (INCLUDING INCUMBENCY CERTIFICATE AND RESOLUTIONS
FOR SUCH GRANTOR) AS THE AGENT MAY REQUIRE TO DEMONSTRATE AUTHORIZATION BY SUCH
GRANTOR TO EXECUTE AND DELIVER THIS AMENDMENT.
(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 GRANTOR 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 SECURITY AGREEMENT AND THE OTHER LOAN
DOCUMENTS, AS AMENDED HEREBY.
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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.