Nobilis Health Corp.: Exhibit 10.1 - Filed by newsfilecorp.com






EXECUTION COPY 

FIFTH AMENDMENT TO CREDIT AGREEMENT 
AND LIMITED WAIVER


This FIFTH AMENDMENT TO CREDIT
AGREEMENT AND LIMITED WAIVER (this “Amendment”), is made and entered
into as of May 12, 2016 (the “Fifth Amendment Closing 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,
pursuant to Section 5.4 of the Credit Agreement, certain Investments are
prohibited, including Investments in Plano Hospital by Northstar Healthcare
Subco, LLC which in the aggregate exceed $3,000,000 (the “Plano Investment
Cap”); 

WHEREAS, due to
the Credit Parties’ failure to comply with the Plano Investment Cap, an Event of
Default under Section 7.1(c) of the Credit Agreement has occurred and is
continuing (the “Specified Event of Default”); 

WHEREAS, the
Borrower and the other Credit Parties have requested that Agent and the Lenders
(a) amend the Credit Agreement to permit an increase in the amount of the
obligations under Plano Debt and the Subordinated Guaranty thereto from
$4,500,000 in the aggregate original principal amount to $7,000,000 in the
aggregate original principal amount, (b) amend certain provisions of the Credit
Agreement in connection with the foregoing clause (a), as more fully
described herein, (c) amend the Credit Agreement to increase the amount of the
Plano Investment Cap, (d) amend the Maximum Leverage Ratio for March 31, 2016,
and (e) waive the Specified Event of Default; 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 4 hereof and the
conditions precedent to the effectiveness of this Amendment in Section 5
hereof: 




2.1                  Section
5.4(l) . Effective as of the Fifth Amendment Closing Date, Section
5.4(l) of the Credit Agreement is hereby amended and restated in its
entirety as follows: “

(l)                  one or more Investments which in the aggregate will not
exceed $5,500,000 in Plano Hospital by Northstar Healthcare Subco, LLC; and”


2.2                  Section
5.5(h) . Effective as of the Fifth Amendment Closing Date, Section
5.5(h) of the Credit Agreement is hereby amended and restated in its
entirety as follows: “

(h)                  Indebtedness of Parent pursuant to the Subordinated
Guaranty, which in no event shall exceed $7,000,000 and shall at all times be
subject to the Plano Subordination Agreement.” 

2.3                  Section 6.1.
Effective as of March 31, 2016, Section 6.1 of the Credit Agreement is
hereby amended by replacing the Maximum Leverage Ratio set forth opposite each
of March 31, 2016 and June 30, 2016 with “2.70 to 1.00” .

2.4                  Section
11.1. Effective as of the Fifth Amendment Closing Date, the definitions of
“Plano Debt” and “Subordinated Guaranty” set forth in Section 11.1 of the Credit
Agreement are hereby amended and restated in their entirety as follows: 


	“Plano Debt” means the obligations of Plano Hospital
      under that certain Loan Agreement, dated as of July 30, 2015 between Plano
      Hospital and LegacyTexas Bank, guaranteed by Parent pursuant to the
      Subordinated Guaranty, as amended, restated, supplemented, or otherwise
      modified from time to time in accordance with this Agreement and the Plano
      Subordination Agreement. 
	  
	“Subordinated Guaranty” means that certain Guaranty
      Agreement dated as of July 30, 2015, by and between LegacyTexas Bank and
      Parent, subordinated pursuant to the Plano Subordination Agreement, as
      amended, restated, supplemented, or otherwise modified from time to time
      in accordance with this Agreement and the Plano Subordination Agreement.”
    



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. 

-2- 




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. No Events of Default, other than the Specified Event of Default, as
waived in Section 6 of this Amendment, 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. 

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 Fifth Amendment Closing 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.
         
LIMITED WAIVER 

In reliance upon the
representations, warranties and covenants of the Borrower and each other Credit
Party contained herein, and subject to the terms and conditions of this
Amendment, including without limitation the fulfillment of the conditions to
effectiveness specified in Section 5 above, the Agent and the undersigned
Lenders hereby waive the Specified Event of Default. The aforesaid waiver
relates solely to the Specified Event of Default and nothing in this Amendment
is intended or shall be construed to be a waiver by Agent or any Lender of any
other Default or Event of Default which may currently exist or hereafter occur.


-3- 




SECTION 7.
         
ADDITIONAL COVENANTS AND PROVISIONS OF
GENERAL APPLICATION 

7.1                  Condition Subsequent.
Promptly upon execution thereof, Borrower shall deliver to Agent duly
executed copies of the first amendment to the loan agreement evidencing the
Plano Debt and the material ancillary documents related thereto. 

7.2                  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. 

7.3                  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. 

7.4                  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. 

7.5                  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. 

7.6                  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. 

7.7                  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: 

-4- 





(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. 

7.8
                  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. 

7.9
                  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).

-5- 




7.10
                  
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.

7.11
                  
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] 

-6- 




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/ Hanes Whiteley 
	 	Name: 	   R. Hanes Whiteley 
	 	Title:        Duly Authorized
      Signatory 


NORTHSTAR HEALTHCARE ACQUISITIONS, L.L.C. 
FIFTH 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. 
FIFTH 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. 
FIFTH 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. 
FIFTH 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. 
FIFTH 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. 
FIFTH 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. 
FIFTH 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 SPECIALISTS, LLC


By: /s/ Matthew
Maruca                          

Name: Matthew
Maruca                         

Title: General
Counsel                            
  
             
            


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