Nobilis Health Corp. - Exhibit 10.53 - Filed by newsfilecorp.com





FOURTH AMENDMENT TO CREDIT AGREEMENT 

                          THIS
FOURTH AMENDMENT TO CREDIT AGREEMENT (this “Amendment”), is made and
entered into as of March 11, 2016 (the “Fourth Amendment Effective
Date”), among NORTHSTAR HEALTHCARE ACQUISITIONS, L.L.C., a Delaware
limited liability company (the “Borrower”), the other Credit Parties
party hereto, the financial institutions party hereto from time to time
(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 Secured Parties (in such
capacity, the “Agent”), and as a Lender, and Swingline Lender.

W I T
N E S
S E T
H: 

                          WHEREAS,
the Borrower, the other Credit Parties party thereto, the Lenders party thereto
and Agent are parties to that certain Credit Agreement, dated as of March 31,
2015 (as amended, restated, supplemented or otherwise modified from time to
time, the “Credit Agreement”), pursuant to which the Lenders committed to
make certain loans and other financial accommodations to the Borrower upon the
terms and conditions set forth therein; 

                          WHEREAS,
the Borrower and the other Credit Parties have requested that Agent and the
Lenders agree to join (1) Central Medical Solutions LLC, a Wholly-Owned
Subsidiary of Nobilis Surgical Assist, LLC, (2) Hermann Drive Surgical Hospital,
LP (f/k/a Victory Medical Center Houston, L.P.), a non-Wholly-Owned Subsidiary
of Northstar Healthcare Limited Partner, L.L.C. and Northstar Healthcare General
Partner, L.L.C., (3) Perimeter Road Surgical Hospital, LLC, a non-Wholly-Owned
Subsidiary of Northstar Healthcare Subco, L.L.C., (4) Kuykendahl Road Surgical
Hospital, LLC, a Wholly-Owned Subsidiary of Northstar Healthcare Subco, L.L.C.,
and (5) Premier Health Specialists, LLC, a Wholly-Owned Subsidiary of Northstar
Healthcare Subco, L.L.C., in each case, as Credit Parties under the Loan
Documents pursuant to joinder documentation being executed and delivered prior
to or contemporaneously with this Amendment; 

                          WHEREAS,
the Borrower and the other Credit Parties have requested that Agent and the
Lenders (a) amend Credit Agreement to provide for certain non-Wholly-Owned
Subsidiaries of Borrower and its Subsidiaries to become Credit Parties and (b)
amend certain provisions of the Credit Agreement as more fully described herein;
and 

                          WHEREAS,
Agent and the Lenders are willing to amend certain provisions of the Credit
Agreement, all subject to and in accordance with the terms and conditions
specified herein. 

                          NOW,
THEREFORE, in consideration of the foregoing, and the respective agreements,
warranties and covenants contained herein, the parties hereto agree, covenant,
and warrant as follows: 

SECTION 1. DEFINITIONS. 

            1.1       
Interpretation. All capitalized terms used herein (including the
recitals hereto) shall have the respective meanings assigned thereto in the
Credit Agreement unless otherwise defined herein. 

SECTION 2. AMENDMENTS. 

      
     Subject to the terms and conditions of this
Amendment, including, without limitation, the representations, warranties, and
covenants in Section 5 hereof and the conditions precedent to the
effectiveness of this Amendment in Section 6 hereof, effective as of the
date hereof, the Credit Agreement is hereby amended as follows: 




            2.1       
Section 5.4(b) . Section 5.4(b) of the Credit Agreement
is hereby amended and restated in its entirety as follows: 

            “(b)       
Investments consisting of (i) capital contributions by Parent or Holdings in
then existing Credit Parties, (ii) extensions of credit or capital contributions
by any Credit Party (other than Parent or Holdings) to or in any other then
existing Credit Party (other than Parent or Holdings), (iii) extensions of
credit or capital contributions by the Borrower or any other Credit Party (other
than Parent or Holdings) to or in any then existing Subsidiaries of the Borrower
which are not Credit Parties not to exceed $500,000 in the aggregate at any time
outstanding for all such extensions of credit and capital contributions, and
(iv) extensions of credit or capital contributions by a Subsidiary of the
Borrower which is not a Credit Party to or in another then existing Subsidiary
of the Borrower which is not a Credit Party; provided that, (A) if the
Investments described in foregoing clauses (i), (ii), and
(iii) are evidenced by notes, such notes shall be pledged to Agent, for
the benefit of the Secured Parties, and have such terms as Agent may reasonably
require and (B) the aggregate amount of all Investments described in the
foregoing clauses (i) and (ii) made to or in Credit Parties that
are not Wholly-Owned Subsidiaries shall not exceed $16,000,000 at any time
outstanding, provided further that solely for purposes of determining the
amount of Investments outstanding as of any date, (x) the aggregate amount of
capital contributions made in a Credit Party shall be reduced by the aggregate
amount of distributions or dividends paid by such Credit Party to a Credit Party
that is a Wholly-Owned Subsidiary since the date the initial capital
contributions were made and (y) the aggregate amount of credit extensions made
to a Credit Party shall be reduced by the amount of principal repayments made on
such credit extensions.” 

            2.2       
Section 5.4(f) . Section 5.4(f) of the Credit Agreement
is hereby amended and restated in its entirety as follows: 

            “(f)       
Investments consisting of non-cash loans made by Parent or Holdings to officers,
directors and employees of a Credit Party that is a Wholly-Owned Subsidiary
which are used by such Persons to purchase simultaneously Stock or Stock
Equivalents of Parent or Holdings, respectively;” 

            2.3       
Section 5.5(d) . Section 5.5(d) of the Credit Agreement
is hereby amended and restated in its entirety as follows: “

            (d)       
Indebtedness not to exceed $3,000,000 in the aggregate at any time outstanding,
consisting of Capital Lease Obligations or secured by Liens permitted by
Section 5.1(h) and Permitted Refinancings thereof, provided that,
solely for purposes of determining compliance with this clause (d), the
obligations under that certain Sublease Agreement by and between SH Operating,
LLC and Perimeter Road Surgical Hospital, LLC effective as of November 1, 2015
shall not be considered Capital Lease Obligations” 

            2.4       
Section 11.1. The definition of “Change of Control” set forth
in Section 11.1 of the Credit Agreement is hereby amended by deleting
clause (f) of such definition in its entirety and replacing it with the
following:

             “(f)       
Borrower ceases to own one hundred percent (100%) (or, with respect to
Subsidiaries in which an Investment has been made in accordance with Section
5.4(b), such lesser percent owned by Borrower on the date such Subsidiary
joined the Loan Documents as a Credit Party) of the issued and outstanding Stock
and Stock Equivalents of each of its Subsidiaries that are
Credit Parties free and clear of all Liens, rights, options, warrants or other
similar agreements or understandings, other than Liens in favor of Agent, for
the benefit of the Secured Parties, except to the extent expressly permitted
hereunder.” 

-2- 




            2.5       
Section 11.1. The definition of “Material Agreements” set forth
in Section 11.1 of the Credit Agreement is hereby amended and restated to
read as follows: 

            “‘Material
Agreements’ means, collectively, each agreement from time to time described
on Schedule 11.1(c), in each case, as amended, restated, supplemented, or
otherwise modified from time to time in accordance with this Agreement.” 

            2.6       
Section 11.1. The definition of “Permitted Acquisitions” set
forth in Section 11.1 of the Credit Agreement is hereby amended by
deleting the first paragraph of such definition in its entirety and replacing it
with the following: 

            “‘Permitted
Acquisition’ means any Acquisition by a Credit Party (other than Parent,
Holdings, or a Credit Party that is a non-Wholly-Owned Subsidiary) of all of the
Stock and Stock Equivalents of a Target or all or substantially all of the
assets of a Target, in each case, to the extent that each of the following
conditions shall have been satisfied:” 

           
2.7        Schedule 11.1(c)
. Schedule 11.1(c) is hereby added to the Credit Agreement in
the form of such Schedule attached hereto. 

            2.8       
Section 11.3. Section 11.3 of the Credit Agreement is
hereby amended to add the following sentence to the end of such Section: 

“Notwithstanding any change in GAAP
after the Closing Date that would require lease obligations that would be
treated as operating leases as of the date such obligations were acquired or
incurred to be classified and accounted for as capital leases or otherwise
reflected on the Credit Parties’ consolidated balance sheet, for the purposes of
determining compliance with any covenant contained herein, such obligations
shall be treated in the same manner as operating leases are treated as of the
Closing Date. 

            2.9       
Exhibit 4.2(b) . Exhibit 4.2(b) (Form of Compliance
Certificate) of the Credit Agreement is hereby amended and replaced by
Exhibit 4.2(b) attached hereto. 

SECTION 3. ACKNOWLEDGMENTS 

            3.1       
Acknowledgment of Obligations. All Obligations, together with
interest accrued and accruing thereon, and fees, costs, expenses and other
charges now or hereafter payable by the Credit Parties to the Lenders, are
unconditionally owing by the Credit Parties, all without offset, defense or
counterclaim of any kind, nature or description whatsoever. 

            3.2       
Acknowledgment of Liens. Each of the Credit Parties hereby
acknowledges, confirms and agrees that Agent on behalf of the Lenders has and
shall continue to have valid, enforceable and perfected first priority Liens
(subject to certain Permitted Liens) upon and security interests in the
Collateral heretofore granted by the Credit Parties to Agent on behalf of the
Lenders pursuant to the Loan Documents. 

            3.3       
Binding Effect of Documents. Each of the Credit Parties hereby
acknowledges, confirms and agrees that: (a) each of the Loan Documents to which
it is a party has been duly executed and delivered to Agent, and each is in full force and effect as
of the date hereof, (b) the agreements and obligations of each Credit Party
contained in the Loan Documents and in this Amendment constitute the legal,
valid and binding obligations of such Credit Party, enforceable against it in
accordance with their respective terms, except as enforceability may be limited
by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws
affecting the enforcement of creditors’ rights generally or by equitable
principles relating to enforceability, and no Credit Party has a valid defense
to the enforcement of such obligations and (c) Agent and the Lenders are and
shall be entitled to the rights, remedies and benefits provided for them in the
Loan Documents and applicable law. 

-3- 




SECTION 4. REPRESENTATIONS, WARRANTIES AND COVENANTS

           
Borrower and each of the other Credit Parties hereby further represent, warrant,
and covenant with and to Agent and the Lenders as follows: 

            4.1       
Representations and Warranties. After giving effect to this Amendment,
each of the representations and warranties made by or on behalf of the Credit
Parties to Agent and the Lenders in all of the Loan Documents was true and
correct in all material respects when made and is true and correct in all
material respects on and as of the date of this Amendment with the same full
force and effect as if each of such representations and warranties had been made
by such Person on the date hereof and in this Amendment, except to the extent
that such representation and warranty expressly relates to an earlier date and
except for changes therein expressly permitted or expressly contemplated by the
Credit Agreement. 

            4.2       
Binding Effect of Documents. This Amendment and the other Loan
Documents have been duly executed and delivered to Agent and the Lenders by the
Borrower and each of the other Credit Parties and are in full force and effect,
as modified hereby. 

            4.3       
No Conflict, Etc. The execution and delivery and performance of this
Amendment by the Borrower and each of the other Credit Parties will not violate
any federal, state or any other material law, rule, regulation or order or
material contractual obligation of such Person in any material respect and will
not result in, or require, the creation or imposition of any Lien (other than
the Liens created by the Collateral Documents) on any of its Properties or
revenues. 

            4.4       
Events of Default. Immediately after giving effect to this Amendment,
no Events of Default are continuing as of the date hereof. The parties hereto
acknowledge, confirm, and agree that any material misrepresentation by any
Credit Party or any failure of any Credit Party to comply with the covenants,
conditions and agreements contained in this Amendment shall constitute an Event
of Default under the Credit Agreement. 

            4.5       
Post Fourth Amendment Effectiveness Covenants. On or prior to June 9,
2016, the Credit Parties shall deliver to Agent evidence in form and substance
satisfactory to Agent that: 

            (i)       
the following UCC financing statements naming Victory Medical Center Houston,
LP, as debtor, have been terminated: (A) file no. 14-0023553932 filed with the
Texas Secretary of State on July 24, 2014 in favor of Signature Financial LLC
and Bank of the West, (B) file no. 14-0028289165 filed with the Texas Secretary
of State on September 4, 2014 in favor of Signature Financial LLC and Bank of
the West, and (C) file no. 15-0013086246 filed with the Texas Secretary of State
on April 28, 2015 in favor of Primedia Group, LLC; and 

            (ii)       the
following Subsidiaries shall have been dissolved: (A) Hermann Drive Hospital,
LLC, (B) Bellaire Surgical Hospital, LLC, and (C) Southwest Plan Surgical
Hospital, L.P. 

-4- 




SECTION 5. CONDITIONS TO EFFECTIVENESS

            The
effectiveness of the terms and provisions of this Amendment shall be subject to
each of the following conditions precedent having been satisfied as determined
in Agent’s sole discretion prior to the Fourth Amendment Effective Date:


            (a)       
Agent shall have received one or more counterparts of this Amendment, duly
executed and delivered by the Credit Parties and the Lenders; and

             (b)       
All reasonable out-of-pocket costs and expenses referenced in Section 9.5
of the Credit Agreement that have been invoiced to the Borrower shall have been
paid or reimbursed by the Borrower, including, without limitation, those
relating to this Amendment. 

SECTION 6. PROVISIONS OF GENERAL APPLICATION 

            6.1       
Effect of this Amendment. Except for the amendments expressly
set forth and referred to in Section 2, no other changes or modifications
to the Loan Documents are intended or implied and in all other respects the Loan
Documents are hereby specifically ratified and confirmed by all parties hereto
as of the date hereof. In the event of any conflict between the terms of this
Amendment and the other Loan Documents, the terms of this Amendment shall
control. Nothing in this Amendment is intended, or shall be construed, to
constitute a novation or an accord and satisfaction of any Credit Party’s
Obligations under or in connection with the Credit Agreement or any of the other
Loan Documents or to modify, affect or impair the perfection or continuity of
Agent’s security interests in, security titles to or other Liens on any
Collateral for the Obligations. The Credit Agreement and this Amendment shall be
read and construed as one agreement. Agent and Lenders hereby notify the Credit
Parties that, effective from and after the date of this Amendment, Agent, and
Lenders intend to enforce all of the provisions of the Loan Documents and that
Agent and Lenders expect that the Credit Parties will strictly comply with the
terms of the Loan Documents from and after this date. 

            6.2       
Costs and Expenses. The Credit Parties absolutely and
unconditionally agree to pay to Agent, on demand by Agent at any time and as
often as the occasion therefore may require, all reasonable fees and
out-of-pocket disbursements of any counsel to Agent in connection with the
preparation, negotiation, execution, or delivery of this Amendment and any
agreements delivered in connection herewith and expenses which shall at any time
be incurred or sustained by Agent or any participant of Agent or any of its
respective directors, officers, employees or agents as a consequence of or in
any way in connection with the preparation, negotiation, execution, or delivery
of this Amendment and any agreements prepared, negotiated, executed or delivered
in connection herewith. 

            6.3       
Further Assurances. The parties hereto shall execute and deliver such
additional documents and take such additional action as may be necessary or
desirable to effectuate the provisions and purposes of this Amendment. 

            6.4       
Binding Effect. This Amendment shall be binding upon and inure
to the benefit of each of the parties hereto and their respective successors and
assigns. 

           
6.5        Survival
of Representations and Warranties. All representations and warranties
made in this Amendment or any other document furnished in connection with this
Amendment shall survive the execution and delivery of this Amendment and the
other documents, and no investigation by Agent or any Lender shall affect the
representations and warranties or the right of Agent or the Lenders to rely upon
them. 

-5- 




            6.6       
Releases by Credit Parties. As a material inducement to Agent
and the Lenders to enter into this Amendment and to grant concessions to the
Credit Parties, all in accordance with and subject to the terms and conditions
of this Amendment, each Credit Party: 

                         
(a)        Does hereby remise, release,
acquit, satisfy and forever discharge Agent and the Lenders and their
subsidiaries and affiliates, and all of their respective past, present and
future officers, directors, employees, agents, attorneys, representatives,
participants, heirs, successors and assigns (each a “Releasee” and
collectively, the “Releasees”) from any and all manner of debts,
accountings, bonds, warranties, representations, covenants, promises, contracts,
controversies, arguments, liabilities, obligations, expenses, damages,
judgments, executions, actions, claims, demands and causes of action of any
nature whatsoever, whether at law or in equity, either now accrued or hereafter
maturing or whether known or unknown, which any Credit Party now has or
hereafter can, shall or may have by reason of any manner, cause or things, from
the beginning of the world to and including the date of this Amendment, with
respect to matters arising out of, in connection with or related to: 

                          (i)        
 any and all obligations owed or owing to any Releasee under any document
evidencing financial arrangements by, among and between such Releasee and any
Credit Party, relating to the Credit Agreement, and including, but not limited
to, the administration or funding thereof; 

                          (ii)       
 the Credit Agreement and indebtedness evidenced and secured thereby; or


                          (iii)       
any other agreement or transaction between any Credit Party and any Releasee
entered into in connection with the Credit Agreement. 

                          (b)       
Does hereby covenant and agree never to institute or cause to be instituted or
continued prosecution of any suit or other form of action or proceeding of any
kind or nature whatsoever against any Releasee by reason of or in connection
with any of the foregoing matters, claims or causes of action; provided,
however, that the foregoing release and covenant not to sue shall not
apply to any claim arising after the date of this Amendment with respect to
acts, occurrences or events after the date of this Amendment; and,
further provided that the foregoing release and covenant not to
sue shall not apply to any rights or claims, if any, of any third party
creditors of any Credit Party. If any Credit Party or any of its successors,
assigns or other legal representations violates the foregoing covenant, such
Credit Party and its successors, assigns and legal representatives, jointly and
severally agree to pay, in addition to such other damages as any Releasee may
sustain as a result of such violation, all attorneys’ fees and costs incurred by
any Releasee as a result of such violation. 

                          (c)       
Does hereby expressly acknowledge and agree that the covenants and agreements of
Agent and the Lenders contained in this Amendment shall not be construed as an
admission of any wrongdoing, liability or culpability on the part of Agent or
any Lender or as any admission by Agent or any Lender of the existence of claims
by any Credit Party against Agent, the Lenders or any other Releasee. Each
Credit Party, Agent and the Lenders acknowledge and agree that the value to the
Credit Parties of the covenants, consents and agreements on the part of Agent
and the Lenders contained in this Amendment substantially and materially exceed
any and all value of any kind or nature whatsoever of any claims or other
liabilities waived or released by the Credit Parties. 

                          (d)       
Notwithstanding anything contained in this Amendment, the general release set
forth in this Amendment shall not extend to and shall not include any duties or
obligations of Agent or the Lenders in the Credit Agreement as modified by this
Amendment or in any of the Loan Documents. 

-6- 




            6.7       
Entire Agreement. This Amendment expresses the entire understanding and
agreement of the parties hereto with respect to the subject matter hereof and
supersedes all prior understandings, negotiations, correspondence and agreements
of the parties regarding such subject matter. 

            6.8       
GOVERNING LAW. THE LAWS OF THE STATE OF NEW YORK SHALL GOVERN
ALL MATTERS ARISING OUT OF, IN CONNECTION WITH OR RELATING TO THIS AMENDMENT,
INCLUDING, ITS VALIDITY, INTERPRETATION, CONSTRUCTION, PERFORMANCE AND
ENFORCEMENT (INCLUDING, ANY CLAIMS SOUNDING IN CONTRACT OR TORT LAW ARISING OUT
OF THE SUBJECT MATTER HEREOF AND ANY DETERMINATIONS WITH RESPECT TO
POST-JUDGMENT INTEREST).

            6.9       
Incorporation of Credit Agreement Provisions. The provisions contained
in Sections 9.13, 9.14, 9.16, 9.18(b), 9.18(c), 9.18(d), 9.19, 9.23, and 9.24 of
the Credit Agreement are incorporated herein by reference to the same extent as
if reproduced herein in their entirety.

            6.10     
Counterparts. This Amendment may be executed in any number of
counterparts, each of which when so executed shall be deemed to be an original
and all of which taken together shall constitute one and the same agreement.
Signature pages may be detached from multiple separate counterparts and attached
to a single counterpart. Delivery of an executed signature page of this
Amendment by facsimile transmission or Electronic Transmission shall be as
effective as delivery of a manually executed counterpart hereof. 

[Signature Pages to Follow] 

-7- 




            IN
WITNESS WHEREOF, the parties have caused this Amendment to be duly executed
by their respective duly authorized officers, as of the date first above
written. 

	 	HEALTHCARE FINANCIAL SOLUTIONS, LLC
  
	 	(as the successor in interest to GENERAL
      ELECTRIC 
	 	CAPITAL CORPORATION), 
	 	as Administrative Agent, a Lender, and
      Swingline 
	 	Lender 
	 	 
	 	 
	 	By:      /s/
      R. Hanes
      Whitley                                                      
       
	 	Name: R. Hanes Whiteley 
	 	Title: Duly Authorized Signatory


NORTHSTAR HEALTHCARE ACQUISITIONS, L.L.C. 
FOURTH AMENDMENT TO
CREDIT AGREEMENT 
SIGNATURE PAGE






	 	BORROWER: 
	 	 
	 	NORTHSTAR HEALTHCARE 
	 	ACQUISITIONS, L.L.C. 
	 	 
	 	 
	 	By: /s/ Matthew
      Maruca                                                                
       
	 	Name: Matthew
      Maruca                                                                 
       
	 	Title: General
      Counsel                                                                     
       


NORTHSTAR HEALTHCARE ACQUISITIONS, L.L.C. 

  FOURTH AMENDMENT TO
  CREDIT AGREEMENT 

  SIGNATURE PAGE







	 	CREDIT PARTIES: 
	 	  
	 	NORTHSTAR HEALTHCARE HOLDINGS, INC.
  
	 	  
	 	By: /s/ Matthew
      Maruca                                                
	 	Name: Matthew
      Maruca                                                 
    
	 	Title: General
      Counsel                                                     
	 	  
	 	NOBILIS HEALTH CORP. 
	 	  
	 	By:    /s/ Matthew
      Maruca                                             
      
	 	Name: Matthew
      Maruca                                                 
       
	 	Title: General
      Counsel                                                     


NORTHSTAR HEALTHCARE ACQUISITIONS, L.L.C. 

  FOURTH AMENDMENT TO
  CREDIT AGREEMENT 

  SIGNATURE PAGE







	 	NORTHSTAR HEALTHCARE NORTHWEST 
	 	HOUSTON MANAGEMENT, LLC 
	 	  
	 	           
             By: Northstar Healthcare Acquisitions, L.L.C.,    
	 	           
             its sole manager 
	 	  
	 	           
             By:_/s/ Matthew
      Maruca                                      
	 	           
             Name: Matthew
      Maruca                                        
	 	           
             Title: General
      Counsel                                           
	 	  
	 	NORTHSTAR HEALTHCARE MANAGEMENT 
	 	COMPANY, LLC 
	 	  
	 	           
             By: Northstar Healthcare Acquisitions, L.L.C.,    
	 	           
             its sole member 
	 	  
	 	           
             By:_/s/ Matthew
      Maruca                                      
	 	           
             Name: _Matthew
      Maruca                                     
	 	           
             Title: General Counsel 
	 	  
	 	NORTHSTAR HEALTHCARE SURGERY 
	 	CENTER – HOUSTON, LLC 
	 	  
	 	           
             By: Northstar Healthcare Acquisitions, L.L.C.,    
	 	           
             its sole member 
	 	  
	 	           
             By:_/s/ Matthew
      Maruca                                    
	 	           
             Name: Matthew
      Maruca                                      
	 	           
             Title: General
      Counsel                                          
	 	  
	 	NORTHSTAR HEALTHCARE SURGERY 
	 	CENTER – SCOTTSDALE, LLC 
	 	  
	 	           
             By: Northstar Healthcare Acquisitions, L.L.C.,    
	 	           
             its sole manager 
	 	  
	 	           
             By:_/s/ Matthew
      Maruca                                    
	 	           
             Name: Matthew
      Maruca                                      
	 	           
             Title: General
      Counsel                                         
	 	  
	 	NORTHSTAR HEALTHCARE SUBCO, L.L.C.
	 	  
	 	By: _/s/ Matthew
      Maruca                                                     
	 	Name: Matthew
      Maruca                                                        
	 	Title: General
      Counsel                                                            


NORTHSTAR HEALTHCARE ACQUISITIONS, L.L.C. 

  FOURTH AMENDMENT TO
  CREDIT AGREEMENT 

  SIGNATURE PAGE







	 	NORTHSTAR HEALTHCARE LIMITED 
	 	PARTNER, L.L.C. 
	 	  
	 	By:    /s/ Matthew
      Maruca                                                          
	 	Name:    Matthew
      Maruca                                                           
	 	Title: General
      Counsel                                                                 
	 	  
	 	NORTHSTAR HEALTHCARE GENERAL 
	 	PARTNER, L.L.C. 
	 	  
	 	By:    /s/ Matthew
      Maruca                                                          
	 	Name:    Matthew
      Maruca                                                           
	 	Title: General
      Counsel                                                                 
	 	  
	 	THE PALLADIUM FOR SURGERY – DALLAS,  
	 	LTD. 
	 	  
	 	By: Northstar Healthcare General Partner,
	 	           
             L.L.C., its sole general partner 
	 	  
	 	                   By:   
      /s/ Matthew
      Maruca                                       
	 	                   Name:
         Matthew
      Maruca                                        
	 	                  
      Title: General
      Counsel                                              
	 	  
	 	ATHAS HEALTH LLC 
	 	  
	 	           
             By: Northstar Healthcare Subco, L.L.C., its
      sole 
	 	           
             member 
	 	  
	 	                   By:   
      /s/ Matthew
      Maruca                                       
	 	                   Name:
         Matthew
      Maruca                                        
	 	                  
      Title: General
      Counsel                                              
	 	  
	 	ATHAS ADMINISTRATIVE LLC 
	 	  
	 	By: Athas Health LLC, its sole member 
	 	  
	 	                   By:   
      /s/ Matthew
      Maruca                                       
	 	                   Name:
         Matthew
      Maruca                                        
	 	                  
      Title: General
      Counsel                                              
	 	  
	 	ATHAS HOLDINGS LLC 
	 	  
	 	By: Athas Health LLC, its sole member 
	 	  
	 	                   By:   
      /s/ Matthew
      Maruca                                       
	 	           
             Name:    Matthew
      Maruca                                        
	 	                  
      Title: General
      Counsel                                              


NORTHSTAR HEALTHCARE ACQUISITIONS, L.L.C. 

  FOURTH AMENDMENT TO
  CREDIT AGREEMENT 

  SIGNATURE PAGE







	 	FIRST NOBILIS HOSPITAL MANAGEMENT,

	 	LLC 
	 	 
	 	By: /s/ Matthew
      Maruca                                                            
      
	 	Name: Matthew
      Maruca                                                             
	 	Title: General
      Counsel                                                                 
	 	 
	 	NOBILIS HEALTH MARKETING, LLC 
	 	 
	 	By: /s/ Matthew
      Maruca                                                            
	 	Name: Matthew
      Maruca                                                             
	 	Title: General
      Counsel                                                                 
	 	 
	 	PEAK SURGEON INNOVATIONS, LLC 
	 	 
	 	By: /s/ Matthew
      Maruca                                                            
	 	Name: Matthew
      Maruca                                                             
	 	Title: General
      Counsel                                                                 
	 	 
	 	PEAK NEUROMONITORING MANAGEMENT, 
	 	LLC 
	 	 
	 	By: /s/ Matthew
      Maruca                                                            
	 	Name: Matthew
      Maruca                                                             
	 	Title: General
      Counsel                                                                 
	 	 
	 	PEAK NEUROMONITORING ASSOCIATES – 
	 	TEXAS II, LLC 
	 	 
	 	By: /s/ Matthew
      Maruca                                                            
	 	Name: Matthew
      Maruca                                                             
	 	Title: General
      Counsel                                                                 
	 	 
	 	PEAK NEUROMONITORING ASSOCIATES – 
	 	LOUISIANA, LLC 
	 	 
	 	By: /s/ Matthew
      Maruca                                                            
	 	Name: Matthew
      Maruca                                                             
	 	Title: General
      Counsel                                                                 
	 	 
	 	PEAK NEUROMONITORING ASSOCIATES – 
	 	FLORIDA, LLC 
	 	 
	 	By: /s/ Matthew
      Maruca                                                            
	 	Name: Matthew
      Maruca                                                             
	 	Title: General
      Counsel                                                                 


NORTHSTAR HEALTHCARE ACQUISITIONS, L.L.C. 

  FOURTH AMENDMENT TO
  CREDIT AGREEMENT 

  SIGNATURE PAGE







	 	PEAK NEUROMONITORING ASSOCIATES – 
	 	OHIO, LLC 
	 	 
	 	By: /s/ Matthew
      Maruca                                                            
      
	 	Name: Matthew
      Maruca                                                             
	 	Title: General
      Counsel                                                                 
	 	 
	 	PEAK NEUROMONITORING ASSOCIATES – 
	 	MICHIGAN, LLC 
	 	 
	 	By: /s/ Matthew
      Maruca                                                            
      
	 	Name: Matthew
      Maruca                                                             
	 	Title: General
      Counsel                                                                     
	 	 
	 	NOBILIS SURGICAL ASSIST, LLC 
	 	 
	 	By: /s/ Matthew
      Maruca                                                            
      
	 	Name: Matthew
      Maruca                                                             
	 	Title: General
      Counsel                                                                 
	 	 
	 	SOUTHWEST HOUSTON SURGICAL ASSIST,
	 	LLC 
	 	 
	 	By: /s/ Matthew
      Maruca                                                            
      
	 	Name: Matthew
      Maruca                                                             
	 	Title: General
      Counsel                                                                 
	 	 
	 	SOUTHWEST FREEWAY SURGERY CENTER, 
	 	LLC 
	 	 
	 	By: /s/ Matthew
      Maruca                                                            
      
	 	Name: Matthew
      Maruca                                                             
	 	Title: General
      Counsel                                                                 
	 	 
	 	CENTRAL MEDICAL SOLUTIONS, LLC 
	 	 
	 	By: /s/ Matthew
      Maruca                                                            
      
	 	Name: Matthew
      Maruca                                                             
	 	Title: General
      Counsel                                                                 
	 	 
	 	PERIMETER ROAD SURGICAL HOSPITAL, 
	 	LLC 
	 	 
	 	By: /s/ Matthew
      Maruca                                                            
      
	 	Name: Matthew
      Maruca                                                             
	 	Title: General
      Counsel                                                                 


NORTHSTAR HEALTHCARE ACQUISITIONS, L.L.C. 

  FOURTH AMENDMENT TO
  CREDIT AGREEMENT 

  SIGNATURE PAGE







	 	HERMANN DRIVE SURGICAL HOSPITAL, 
	 	LP 
	 	 
	 	                   By:
      Northstar Healthcare General Partner, 
	 	                   L.L.C.,
      its sole general partner 
	 	 
	 	                   By:
      /s/ Matthew
      Maruca                                          
	 	                   Name:
      Matthew
      Maruca                                          
	 	                   Title:
      General
      Counsel                                             
	 	 
	 	KUYKENDAHL ROAD SURGICAL 
	 	HOSPITAL, LLC 
	 	 
	 	By: /s/ Matthew
      Maruca                                                            
      
	 	Name: Matthew
      Maruca                                                             
	 	Title: General
      Counsel                                                                 
	 	 
	 	PREMIER HEALTH SPECIALIST, LLC 
	 	 
	 	By: /s/ Matthew
      Maruca                                                            
      
	 	Name: Matthew
      Maruca                                                             
	 	Title: General
      Counsel                                                                 


NORTHSTAR HEALTHCARE ACQUISITIONS, L.L.C. 

  FOURTH AMENDMENT TO
  CREDIT AGREEMENT 

  SIGNATURE PAGE






SCHEDULE 11.1(c) 

	1. 	
      each Marketing Services Agreement

	 	 
	2. 	
      the Kirby Agreement

	 	 
	3. 	
      Company Agreement of GRIP Medical Diagnostic,
  LLC

	 	 
	4. 	
      Company Agreement of KIRPA Holdings, LLC

	 	 
	5. 	
      Amended and Restated Company Agreement of Spring
      Northwest Management, LLC

	 	 
	6. 	
      Amended and Restated Company Agreement of Spring
      Northwest Operating, LLC

	 	 
	7. 	
      Amended and Restated Company Agreement of Willowbrook
      Imaging, LLC

	 	 
	8. 	
      Company Agreement of First Nobilis, LLC, dated as of
      September 29, 2014

	 	 
	9. 	
      Company Agreement of Northstar Healthcare Dallas
      Management, L.L.C., dated as of April 1, 2014

	 	 
	10. 	
      Company Agreement of NHC ASC – Dallas, LLC, dated as
      April 1, 2014

	 	 
	11. 	
      Management and Cost Sharing Agreement between Northstar
      Healthcare Acquisitions, LLC and Northstar Healthcare Surgery Center –
      Scottsdale, LLC, dated as December 20, 2013

	 	 
	12. 	
      Management and Cost Sharing Agreement between Northstar
      Healthcare Acquisitions, LLC and Northstar Healthcare Surgery Center –
      Houston, LLC, dated as August 12, 2013

	 	 
	13. 	
      Management and Cost Sharing Agreement between Northstar
      Healthcare Acquisitions, LLC and First Nobilis Hospital, LLC d d/b/a First
      Surgical Hospital, dated as September 29, 2014

	 	 
	14. 	
      Management and Cost Sharing Agreement between Northstar
      Healthcare Acquisitions, LLC and First Nobilis Surgical Center, LLC d/b/a
      First Street Surgical Center, dated as September 29, 2014

	 	 
	15. 	
      Management and Cost Sharing Agreement between Northstar
      Healthcare Acquisitions, LLC and Medical Ambulatory Surgical Suites, L.P.,
      dated as May 17, 2007

	 	 
	16. 	
      Management Services Agreement between Northstar
      Healthcare Dallas Management, L.L.C. and NHC ASC – Dallas, LLC, dated as
      April 1, 2014

	 	 
	17. 	
      Management Services Agreement between Northstar
      Healthcare Acquisitions, LLC and First Nobilis Hospital, LLC d/b/a First
      Surgical Hospital, dated as September 30, 14

	 	 
	18. 	
      Amended and Restated Limited Partnership Agreement of The
      Palladium for Surgery – Houston, Ltd., dated effective May 17,
  2007

	 	 
	19. 	
      Amended and Restated Limited Liability Company Agreement
      of Houston Microsurgery Institute, LLC, effective as of March 30,
    2011

	 	 
	20. 	
      Operating Agreement of Perimeter Road Surgical Hospital,
      LLC, dated as of October 31, 2015

	 	 
	21. 	
      Master Agreement by and among SH Operating, LLC, Parent,
      Alliance HealthCare Services, Inc., and SMJRA Investors, LLC, dated as of
      September 22, 2015

	 	 
	22. 	
      Full Service Facility and Management Agreement by and
      between Perimeter Road Surgical Hospital, LLC and Borrower, dated as of
      October 31, 2015




SCHEDULE 11.1(c)






EXHIBIT 4.2(b) 
COMPLIANCE CERTIFICATE 


NORTHSTAR HEALTHCARE ACQUISITIONS, L.L.C. 

Date: _______________, 20__ 

      
     This Compliance Certificate (this
“Certificate”) is given by NORTHSTAR HEALTHCARE ACQUISITIONS, L.L.C., a
Delaware limited liability company (the “Borrower”), pursuant to Section
4.2(b) of that certain Credit Agreement dated as of March 31, 2015, among the
Borrower, the other Credit Parties party thereto from time to time, HEALTHCARE
FINANCIAL SOLUTIONS, LLC, a Delaware limited liability company (as the successor
in interest to GENERAL ELECTRIC CAPITAL CORPORATION), as administrative agent
for the Secured Parties (in such capacity, the “Agent”), and the Lenders
party thereto (as such agreement may be amended, restated, supplemented or
otherwise modified from time to time, the “Credit Agreement”).
Capitalized terms used herein without definition shall have the meanings set
forth in the Credit Agreement. 

            The
officer executing this Certificate is a Responsible Officer of the Borrower and
Parent and as such is duly authorized to execute and deliver this Certificate on
behalf of the Borrower. By executing this Certificate, such officer hereby
certifies to Agent, the Lenders and the L/C Issuers, on behalf of the Borrower
and Parent, that: 

                          (a)       
the financial statements delivered with this Certificate in accordance with
Section 4.1(a) and/or Section 4.1(b) of the Credit Agreement are correct and
complete and fairly present, in all material respects, in accordance with GAAP
the financial position and the results of operations of Parent the
Borrower and its Subsidiaries as of the dates of and for the periods covered by
such financial statements (subject, in the case of interim financial statements,
to normal year-end adjustments and the absence of footnote disclosure); 

                          (b)       
[Borrower Note: Include this paragraph only with respect to Certificates
delivered for the last fiscal month of each Fiscal Quarter] Annex
A hereto includes a correct calculation of EBITDA. Adjusted EBITDA, Cash
Flow and Net Interest Expense for the relevant periods ended ___________, 20__;
Annex B includes a correct calculation of each of the financial covenants
contained in Article VI of the Credit Agreement for the relevant periods
ended _________ ___, 20__] [Borrower Note: Include following re Excess
Cash Flow only for Certificate delivered for end of applicable Fiscal Years]
[and Excess Cash Flow (including a correct calculation of any required
prepayment) for the Fiscal Year ended [December 31, 20__]; 

                          (c)       
[Borrower Note: Include this paragraph only with respect to Certificates
delivered for the last fiscal month of each Fiscal Quarter] as of
________ ___, 20__, no Credit Party or any Subsidiary of any Credit Party owns
any Margin Stock [, except as specified on Annex C
attached hereto]. 

                          (d)
to the best of such officer’s knowledge, no Default or Event of Default exists
[except as specified on Annex C attached hereto]; and 

                          (f)
since the Closing Date and except as disclosed in prior Certificates delivered
to Agent, no Credit Party and no Subsidiary of any Credit Party has: 

1 

[Nobilis] Exhibit 4.2(b) - Form of Compliance Certificate 




                                        (i)       
changed its legal name, identity, jurisdiction of incorporation, organization or
formation or organizational structure or formed or acquired any Subsidiary
except as follows: ____________________________________; 

                                        (ii)       
acquired all or substantially all of the assets of, or merged or consolidated
with or into, any Person, except as follows:
_____________________________________; or 

                                        (iii)     
changed its address or otherwise relocated, acquired fee simple title to any
real property or entered into any real property leases, except as follows:
___________________________________________________. 

            IN
WITNESS WHEREOF, the Borrower has caused this Certificate to be executed by one
of its Responsible Officers this _____ day of _______________, 20__. 

	 	                                                                                                                                
	 	 
	 	Name:                                                                                                                     
	 	Title:  
                                                                                                                          


Note: Unless otherwise specified, all financial covenants are
calculated for the Defined Financial Group in accordance with GAAP. All
calculations are without duplication. 

2 

[Nobilis] Exhibit 4.2(b) - Form of Compliance Certificate 




ANNEX A
TO COMPLIANCE CERTIFICATE
Selected Financial
Definitions and Calculations 


I. Definition/Calculation of EBITDA/Adjusted EBITDA
EBITDA is defined as follows: 

	A. 	
      Net income (or loss) for the applicable period of
      measurement of the Defined Financial Group determined in accordance with
      GAAP 
	__________


Less (or plus), to the extent included above in net income (or
loss) for such period: 

		(1) 	
      the income (or loss) of any Person accrued prior to the
      date it becomes a member of the Defined Financial Group or is merged into
      or consolidated with the Borrower or any other member of the Defined
      Financial Group or that Person’s assets are acquired by the Borrower or
      any other member of the Defined Financial Group 
	__________
	 	 	
       
	 
		(2) 	
      gains (or losses) from the sale, exchange, transfer or
      other disposition of Property or assets not in the Ordinary Course of
      Business of the Defined Financial Group, and related tax effects in
      accordance with GAAP 
	__________
	 	 	
       
	 
		(3) 	
      any other extraordinary gains (or losses) of the Defined
      Financial Group, and related tax effects in accordance with GAAP 
	__________
	 	  	     	 
		(4) 	
      income tax refunds received, in excess of income tax
      liabilities for such period 
	__________



	B. 	Total exclusions from (additions
      to) net income (sum of (1)-(4) above) 	__________ 


Plus, without duplication, to the extent included in the
calculation of net income (or loss) for such period: 

	 	(1) 	
      Depreciation and amortization 
	 __________
	 	 	 	 
		(2) 	
      Interest expense (less interest income) (net of realized
      gains and losses under permitted Rate Contracts with respect thereto)
    
	__________
	 	 	 	 
		(3) 	
      All taxes on or measured by income (excluding income tax
      refunds) including, without duplication, Tax Distributions paid in cash in
      accordance with Section 5.11(d) of the Credit Agreement 
	__________
	 	 	 	 
		(4) 	
      All non-cash losses or expenses (or minus non-cash income
      or gain), including, without limitation, non-cash adjustments resulting
      from the application of purchase accounting, non-cash expenses arising
      from grants of stock appreciation rights, stock options or restricted
      stock, non-cash impairment of good will and other long term intangible
      assets, unrealized non-cash losses (or minus unrealized non-cash gains)
      under Rate Contracts, unrealized non-cash losses (or minus unrealized
      non-cash gains) in such period due solely to fluctuations in currency
      values, but excluding any non- cash loss or expense (a) that is an accrual
      of a reserve for a cash expenditure or payment to be made, or anticipated
      to be made, in a future period or (b) relating to a write-down, write off
      or reserve with respect to Accounts and Inventory 
	__________
	 	  	     	 
	 	(5) 	
      Fees and expenses incurred in connection with the
      negotiation, execution and delivery on the Closing Date of the Loan
      Documents, to the extent that such fees and expenses do not exceed
      $630,143 in the aggregate for all fees and expenses and are disclosed to
    Agent 
	__________ 


A-1 

[Nobilis] Exhibit 4.2(b) - Form of Compliance Certificate 




ANNEX A
TO COMPLIANCE CERTIFICATE
Selected Financial
Definitions and Calculations 


		(6) 	Fees and reasonable and documented
      out-of-pocket expenses incurred in connection with any amendments or
      waivers to the Credit Agreement and the other Loan Documents to the extent
      such fees and expenses have been disclosed to Agent 	__________
	 	 	 	 
		(7) 	Fees and expenses incurred in connection with
      (i) a Permitted Acquisition (including any refinancing of (or amendment
      to) any Indebtedness acquired or assumed in connection therewith) or an
      Investment not in the ordinary course of business, (ii) a Disposition not
      in the ordinary course of business, (iii) Indebtedness incurred or Stock
      issued, in each instance in the foregoing clauses (i), (ii)
      and (iii), to the extent consummated and permitted under the
      Credit Agreement, and/or (iv) an Event of Loss, to the extent all such
      fees and expenses described in this clause (7) do not exceed
      $500,000 in the aggregate for any four consecutive Fiscal Quarter period    	__________
	 	 	 	 
		(8) 	Fees and expenses (such fees and expenses
      described in this clause (8), collectively, “Unconsummated
      Transaction Fees”) incurred in connection with (i) a contemplated
      Permitted Acquisition or a contemplated Investment not in the ordinary
      course of business, (ii) a proposed incurrence of Indebtedness or proposed
      issuance of Stock, or (iii) a proposed Disposition not in the ordinary
      course of business, in each instance in the foregoing clauses (i),
      (ii) or (iii) which is not consummated and which is
      permitted under the Credit Agreement, to the extent all such Unconsummated
      Transaction Fees (a) do not exceed $250,000 in the aggregate for any four
      consecutive Fiscal Quarter period, and (b) are certified as such in a
      certificate of a Responsible Officer of the Borrower to Agent describing
      such fees and expenses in reasonable detail 	__________
	 	  	  	 
		(9) 	One-time non-recurring or unusual expenses
      including, without limitation, severance costs, lease termination costs,
      relocation costs, restructuring charges and other one-time expenses not
      otherwise added back to EBITDA and certified as such in a certificate of a
      Responsible Officer of the Borrower describing such expenses in reasonable
      detail (collectively, “Non- Recurring Expenses”) in an
      aggregate amount not to exceed ten percent (10%) of EBITDA (calculated
      before the addback for Non-Recurring Expenses) in the aggregate for any
      four consecutive Fiscal Quarter period 	__________
	 	 	 	 
		(10) 	Proceeds of business interruption insurance
      received in cash during such period to the extent not included in the
      calculation of net income (or loss) for such period 	__________
	 	 	 	 
		(11) 	Pro forma incremental earnings related to the
      Athas acquisition, which, for each of the trailing twelve month periods
      ended as of the date set forth below, shall not exceed the amounts set
      forth opposite such date: 	__________




	 	January 31, 2015 	$ 8,146,204.84 	 
	 	 	 	 
	 	February 28, 2015 	$ 7,550,691.07 	 


A-2 

[Nobilis] Exhibit 4.2(b) - Form of Compliance Certificate 




ANNEX A
TO COMPLIANCE CERTIFICATE
Selected Financial
Definitions and Calculations 


	 	March 31, 2015 	$ 6,947,702.22 	 
	 	 	 	 
	 	April 30, 2015 	$ 6,157,836.67 	 
	 	 	 	 
	 	May 31, 2015 	$ 5,512,489.11 	 
	 	 	 	 
	 	June 30, 2015 	$ 4,755,887.62 	 
	 	 	 	 
	 	July 31, 2015 	$ 4,101,320.80 	 
	 	 	 	 
	 	August 31, 2015 	$ 3,381,222.56 	 
	 	 	 	 
	 	September 30, 2015 	$ 2,631,224.04 	 
	 	 	 	 
	 	October 31, 2015 	$ 1,766,607.81 	 
	 	 	 	 
	 	November 30, 2015 	$ 1,039,034.49 	 
	 	 	 	 
	 	December 31, 2015 	$              
      0.00 	 



	 	(12) 	
      One-time write-down of Accounts taken in November 2014 in
      an amount equal to $2,656,462.50 
	 __________
	 	 	
       
	 
	 	(13) 	
      Such other addbacks acceptable to Agent in its sole
      discretion 
	 __________



	C. 	Total add backs to net income (sum of
      (1)-(13) above): 	__________ 
	 	 	 
	D. 	EBITDA (result of A minus B plus
      C above) 	 __________


Adjusted EBITDA is defined as follows: 

	 	(i) 	EBITDA (per D above) 	__________ 
	 	 	 	 
	 	(ii) 	
      with respect to Targets owned by the Borrower for which
      the Agent has received financial statements pursuant to Section 4.1(b) for
      less than twelve (12) months, Pro Forma EBITDA allocated to each period
      prior to the acquisition thereof included in the trailing twelve (12)
      month period for which Adjusted EBITDA is being calculated;
      [Borrower Note: If more than one Target has been
      acquired, attach calculation of Pro Forma EBITDA for each
      Target] 
	 __________
	 	 	
       
	 
	 	(iii) 	
      with respect to any Disposition consummated within the
      period in question, EBITDA attributable to the Subsidiary, profit centers,
      or other asset which is the subject of such Disposition from the beginning
      of such period until the date of consummation of such Disposition 
	__________ 



	Adjusted EBITDA (result of (i) plus (ii) minus
      (iii) above) 	__________ 


“Pro Forma EBITDA” means, with respect to any Target,
EBITDA for such Target for the most recent twelve (12) month period


preceding the acquisition thereof.

A-3 

[Nobilis] Exhibit 4.2(b) - Form of Compliance Certificate 




ANNEX A
TO COMPLIANCE CERTIFICATE
Selected Financial
Definitions and Calculations 


II. Definition/Calculation of Cash Flow 

Cash Flow (used for calculating Excess Cash Flow and Fixed
Charge Coverage Ratio) is defined as: 

	A. 	EBITDA (per definition I above) 	__________ 


Less unfinanced net capital expenditures: 

		(1) 	Gross capital expenditures: the
      aggregate of all expenditures and other obligations for the period of
      measurement which should be capitalized under GAAP 	__________


Less, in each case, to the extent included in (1) above:


	 	(a) 	
      Net Proceeds from Dispositions 
	__________ 
	 	 	
       
	 
	 	(b) 	
      Expenditures financed with cash proceeds from Stock
      issuances 
	__________ 
	 	 	
       
	 
		(c) 	
      All insurance proceeds and condemnation awards received
      on account of any Event of Loss to the extent any such amounts are
      actually applied to replace, repair or reconstruct the damaged Property or
      Property affected by the condemnation or taking in connection with such
      Event of Loss 
	__________
	 	 	
       
	 
		(d) 	
      That portion of the purchase price of a Target in a
      Permitted Acquisition that constitutes a capital expenditure under GAAP
      
	__________



	 	(2) 	Total deductions from gross capital
      expenditures (sum of (a)-(d) above) 	__________ 
	 	 	 	 
	 	(3) 	Net capital expenditures (result of (1)
      minus (2) above) 	__________ 
	 	 	 	 
		(4) 	Less: Portion of capital expenditures financed
      under Capital Leases or other Indebtedness (Indebtedness, for this
      purpose, does not include drawings under the Revolving Loan Commitment)
	__________



	B.	Unfinanced capital expenditures
      (result of (3) minus (4) above) 	__________ 
	 	 	 
	 	Cash Flow (result of A minus
      B above) 	 __________


A-4 

[Nobilis] Exhibit 4.2(b) - Form of Compliance Certificate 




ANNEX A
TO COMPLIANCE CERTIFICATE
Selected Financial
Definitions and Calculations 


III. Definition/Calculation of Net Interest Expense 

Net Interest Expense (used for calculating Fixed Charge
Coverage Ratio and Excess Cash Flow) is defined as1: 

		A. 	Gross interest expense for such
      period paid or required to be paid in cash (including all commissions,
      discounts, fees and other charges in connection with letters of credit and
      similar instruments and net amounts paid or payable and/or received or
      receivable under permitted Rate Contracts in respect of interest rates)
      for Holdings and its Subsidiaries on a consolidated basis 	__________
	 	 	 	 
	 	B.	B. Less: Interest income for such
      period 	 __________
	 	 	 	 
	 	 	Net Interest Expense (result of A
      minus B above) 	 __________


____________________
1 Net Interest Expense (a) for the
measurement period ending on March 31, 2015, shall be deemed to equal $854,000,
(b) for the measurement period ending on June 30, 2015, shall equal Net Interest
Expense during the period from April 1, 2015 through June 30, 2015 multiplied
by 4, (c) for the measurement period ending on September 30, 2015, shall
equal Net Interest Expense during the period from July 1, 2015 through September
30, 2015 multiplied by 2, and (d) for the measurement period ending on
December 31, 2015, shall equal Net Interest Expense during the period from
October 1, 2015 through December 31, 2015 multiplied by 4/3. 

A-5 

[Nobilis] Exhibit 4.2(b) - Form of Compliance Certificate 




ANNEX B
TO COMPLIANCE CERTIFICATE
Financial Covenant and
Excess Cash Flow Calculations 


I.    Section 6.1: Leverage Ratio 

Leverage Ratio is defined as follows: 

	A. 	
      The aggregate balance of outstanding Revolving Loans and
      Swing Loans as of the date of measurement 
	__________


Plus: 

		(1) 	
      L/C Reimbursement Obligations as of date of measurement
      then due and payable 
	__________
	 	 	
       
	 
		(2) 	
      Outstanding principal balance of the Term Loan as of date
      of measurement 
	__________
	 	 	
       
	 
		(3) 	
      Principal portion of Capital Lease Obligations and
      Indebtedness secured by purchase money Liens as of date of measurement
    
	__________
	 	 	
       
	 
	 	(4) 	
      Subordinated Indebtedness as of date of measurement
    
	__________ 
	 	 	
       
	 
		(5) 	
      Without duplication, all other Funded Indebtedness of the
      Defined Financial Group as of date of measurement 
	__________



	B. 	Consolidated Total Indebtedness
      (sum of A plus sum of (1)-(5) above) 	__________ 
	 	 	 
	C. 	Adjusted EBITDA for the twelve
      month period ending on the date of measurement (per I of Annex
      A) 	__________



	Leverage Ratio (result of B divided by C above) 	__________  
	 	 
	Permitted maximum Leverage Ratio 	__________  
	 	 
	In Compliance 	Yes/No 


B-1 

[Nobilis] Exhibit 4.2(b) - Form of Compliance Certificate 




ANNEX B
TO COMPLIANCE CERTIFICATE
Financial Covenant and
Excess Cash Flow Calculations 


II. Section 6.2: Fixed Charge Coverage Ratio 

Fixed Charge Coverage Ratio is defined as follows: 

	A. 	Cash Flow (per II of Annex A) 	__________ 
	 	 	 
	B. 	
      Taxes on or measured by income paid or payable in cash
      with respect to such period including, without duplication, Tax
      Distributions paid in cash in accordance with Section 5.11(d) of the
      Credit Agreement 
	__________ 
	 	 	 
	C. 	Net Cash Flow (result of A minus B
      above) 	 __________


Fixed charges are defined as: 

	D. 	Net Interest Expense (per III of
      Annex A) 	__________ 
	 	 	 
	  	Plus: 	 



	 	(1) 	
      Scheduled principal payments of Indebtedness during such
      period reduced by prepayments as permitted by the Credit Agreement 
	__________ 
	 	 	 	 
	 	(2) 	Restricted Payments paid in cash in accordance
      with Section 5.11(b) during such period 	 __________



	E.	Total fixed charges (result of D
      plus (1) and (2) above) 	__________  
	 	 	 
	 	Fixed Charge Coverage Ratio
      (result of C divided by E above) 	  __________
	 	 	 
	 	Required minimum Fixed Charge
      Coverage Ratio 	__________  
	 	 	 
	 	In Compliance 	Yes/No 


For purposes of calculating Fixed Charge Coverage Ratio as of
any date on or prior to June 30, 2016, fixed charges shall be calculated as
follows: 

a. Scheduled principal payments of the Term Loans shall be
deemed to be $1,000,000 for each such measurement period. 

b. (i) Scheduled principal payments of all Indebtedness other
than the Term Loans and Prior Indebtedness, (ii) Taxes on or measured by income
paid or required to be paid in cash, and (iii) Restricted Payments described in
Section 5.11(b) of the Credit Agreement shall, in each case, be calculated in
each case using the actual amounts paid in cash in respect thereof during each
such measurement period. 

B-2 

[Nobilis] Exhibit 4.2(b) - Form of Compliance Certificate 




ANNEX B
TO COMPLIANCE CERTIFICATE
Financial Covenant and
Excess Cash Flow Calculations 


III.      Excess Cash Flow
Calculation [Borrower Note: Include ECF calculation only
for Certificate delivered for end of applicable Fiscal
Years.]2 

Excess Cash Flow is defined as follows: 

	A. 	Cash Flow (per II of
      Annex A) 	__________ 


Less, without duplication, and to the extent actually paid in
cash, in each case to the extent not financed with proceeds of 
Stock
issuances or Indebtedness (other than Revolving Loans): 

	 	(1) 	Scheduled principal payments with
      respect to Indebtedness 	__________ 
	 	 	 	 
	 	(2) 	Net Interest Expense (per III
      of Annex A) 	__________ 
	 	 	 	 
		(3) 	Taxes on or measured by income
      (including, without duplication, Tax Distributions permitted pursuant to
      Section 5.11(d) of the Credit Agreement) 	__________
	 	 	 	 
	 	(4) 	Restricted payments permitted by
      Section 5.11(b) of the Credit Agreement 	__________ 
	 	 	 	 
		(5) 	Increase in working capital (if
      any) (see Working Capital Calculation below) 	__________
	 	 	 	 
		(6) 	The purchase price paid in cash
      for all Permitted Acquisitions and other Investments permitted pursuant to
      Section 5.4(j) of the Credit Agreement (other than any Investments in any
      Person which was already a Subsidiary or Investments in cash and Cash
      Equivalents) 	__________
	 	 	 	 
		(7) 	Voluntary prepayments of the Term
      Loan during such period, to the extent such prepayments are applied in the
      same manner as mandatory prepayments 	__________
	 	 	 	 
		(8) 	Voluntary prepayments of
      Revolving Loans during such period accompanied by a permanent reduction of
      the Revolving Loan Commitment 	__________
	 	 	 	 
		(9) 	Cash addbacks to net income
      specified in clauses (6), (7), (8) and (9) in
      the calculation of EBITDA to the extent not reimbursed by a third person
    	__________



	B. 	Total deductions from Cash Flow
      (sum of (1)-(9) above) 	  __________
	 	 	 
	C. 	Decrease in working capital (if
      any) (see Working Capital Calculation below) 	 __________ 
	 	 	 
	D. 	Excess Cash Flow (result of A
      minus B plus C above) 	 __________ 
	 	 	 
	E. 	Required prepayment percentage
      (see Section 1.8(e) of the Credit Agreement for percentage) 	[____%] 
	 	 	 
	F. 	Required prepayment amount
      (result of D multiplied by E above) 	 __________



______________________________________
2 For
purposes of calculating Excess Cash Flow, the Excess Cash Flow for the Fiscal
Year ending December 31, 2015 shall be calculated for the Fiscal Quarters
commencing on April 1, 2015 through and including December 31, 2015. 

B-3 

[Nobilis] Exhibit 4.2(b) - Form of Compliance Certificate 




ANNEX B
TO COMPLIANCE CERTIFICATE
Financial Covenant and
Excess Cash Flow Calculations 


IV.      Working Capital
Calculation 

Decrease (increase) in working capital, for the purposes of the
calculation of Excess Cash Flow, means the following: 

	  	Beg. of Period 	End of Period 
	 	 	 
	Current assets: 	$ _________	$
  _________
	 	 	 
	Less (to the extent included in current
      Assets): 	  	  
	 	 	 
	           
             Cash 	$ _________	$
  _________
	 	 	 
	           
             Cash Equivalents 	$ _________	$
  _________
	 	 	 
	           
             Deferred tax assets 	$_________ 	$_________ 
	 	 	 
	Adjusted current assets 	$ _________	$
  _________
	 	 	 
	Current liabilities: 	$ _________	$
  _________
	 	 	 
	Less (to the extent included in current
      liabilities): 	  	  
	 	 	 
	           
             Revolving Loans 	$ _________	$
  _________
	 	 	 
	           
             Swing Loans 	$_________ 	$_________ 
	 	 	 
	           
             Current portion of Indebtedness 	$ _________	$
  _________
	 	 	 
	           
             Deferred tax liabilities 	$ _________	$
  _________
	 	 	 
	           
             Unearned revenue 	$ _________	$
  _________
	 	 	 
	Adjusted current liabilities 	$ _________	$
  _________
	 	 	 
	Working capital (adjusted current assets
      minus adjusted current liabilities) 	$_________ 	$_________ 
	 	 	 
	Decrease (Increase) in working capital
      (beginning of period minus end of period working capital)
		$
  _________


To the extent any of the Defined Financial Group consummates an
acquisition during such period, beginning of period working capital shall be
recalculated on a pro forma basis to include working capital acquired in such
acquisition. 

B-4 

[Nobilis] Exhibit 4.2(b) - Form of Compliance Certificate