Nobilis Health Corp. - Exhibit 10.54 - Filed by newsfilecorp.com





March 11, 2016 

Northstar Healthcare Acquisitions, L.L.C. 
11700 Katy
Freeway, Ste. 300 
Houston, TX 77079 
Attention: Matt Maruca 


VIA FACSIMILE 

           
Re:      Notice of Events of Default

Gentlemen: 

           
Reference is made to that certain Credit Agreement, dated as of March 31, 2015,
as amended by that certain First Amendment to Credit Agreement, dated as of
April 30, 2015, that certain Second Amendment to Credit Agreement and
Conditional Waiver, dated as of July 30, 2015, and that certain Third Amendment
to Credit Agreement, dated as of November 30, 2015 (as may be further amended,
restated, supplemented or otherwise modified from time to time, the “Credit
Agreement”), by and among NORTHSTAR HEALTHCARE ACQUISITIONS, L.L.C.,
a Delaware limited liability company (“Borrower”), the other persons from
time to time party thereto as Credit Parties, the financial institutions from
time to time party thereto as lenders (collectively, the “Lenders”and
individually, each a “Lender”), and HEALTHCARE FINANCIAL SOLUTIONS,
LLC, a Delaware limited liability company (as the successor in interest to
GENERAL ELECTRIC CAPITAL CORPORATION), as administrative agent for the
Lenders (in such capacity, the “Agent”), and as a Lender and Swingline
Lender. All capitalized terms used in this letter (this “Waiver Letter”)
and not otherwise defined herein shall have the respective meanings given such
terms in the Credit Agreement. 

           
Agent and the Lenders have been made aware that certain Events of Default have
occurred and are continuing under the Credit Agreement as of the date hereof as
listed in Exhibit A attached hereto (all such existing Events of Default,
collectively, the “Designated Defaults”). In consideration of the
premises, covenants and agreements contained herein, and for other good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, Agent and the undersigned Lenders hereby waive the Designated
Defaults.

           
Except for the limited waiver expressly set forth herein, the Credit Agreement
and each of the other Loan Documents shall remain unchanged and in full force
and effect. Nothing in this Waiver Letter shall be deemed to permanently modify
the provisions of the Credit Agreement or any other Loan Document through course
of conduct, course of dealing or otherwise. 

           
No oral representations or course of dealing on the part of Agent, any Lender or
any of its officers, employees or agents, and no failure or delay by Agent or
any Lender with respect to the exercise of any right, power, privilege or remedy
under any of the Credit Agreement, the other Loan Documents or applicable law shall operate as a waiver
thereof. Agent hereby notifies the Borrower and each other Credit Party that
Agent intends to enforce all of the provisions of the Credit Agreement and the
other Loan Documents and expects that the Borrower and each other Credit Party
will strictly comply with the terms of the Credit Agreement and
the other Loan Documents from and after this date. 

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This Waiver Letter shall not become effective until signed by Agent and the
Required Lenders and accepted and agreed to in writing by the Borrower. This
Waiver Letter is a Loan Document and contains the complete and entire
understanding of the parties with respect to the subject matters hereof. By
signing below, the Borrower acknowledges and agrees that the failure by the
Borrower or any other Credit Party to comply or ensure compliance by the other
Credit Parties with any term or provision of this Waiver Letter shall constitute
an Event of Default under the Credit Agreement. 

           
THIS WAIVER LETTER SHALL BE GOVERNED BY THE LAWS OF THE STATE OF NEW
YORK. This Waiver Letter may be executed in identical counterparts,
each of which shall constitute an original. 

[remainder of page intentionally blank; signature page to
follow] 

2





	 	Very truly yours, 
	 	  
	 	HEALTHCARE FINANCIAL SOLUTIONS, 
	 	LLC, as Agent, Lender, and Swingline
      Lender 
	 	  
	 	  
	 	By: /s/ R. Hanes
      Whiteley                                          
	 	Name: R. Hanes Whiteley 
	 	Its: Duly Authorized Signatory



NORTHSTAR HEALTHCARE ACQUISITIONS, L.L.C. 
NOTICE OF EVENTS OF
DEFAULT LETTER 
SIGNATURE PAGE 






	 	ACCEPTED AND AGREED: 
	 	  
	 	  
	 	BORROWER: 
	 	  
	 	NORTHSTAR HEALTHCARE ACQUISITIONS,

	 	L.L.C. 
	 	  
	 	By: /s/ Matthew
      Maruca                                                    
	 	Name:   Matthew
      Maruca                                                   
	 	Title: General
      Counsel                                                        


NORTHSTAR HEALTHCARE ACQUISITIONS, L.L.C. 
NOTICE OF EVENTS OF
DEFAULT LETTER 
SIGNATURE PAGE 




EXHIBIT A 

See attached.