Nobilis Health Corp. : Exhibit 10.2 - Filed by newsfilecorp.com






REVOLVING CREDIT NOTE 

	$3,000,000.00 	Dallas, Texas 	May 18, 2016 


     FOR VALUE RECEIVED, the
undersigned, MARSH LANE SURGICAL HOSPITAL, LLC, a Texas limited liability
company (the “Maker”), hereby promises to pay to the order of LEGACYTEXAS
BANK, successor to ViewPoint Bank, N.A. (the “Lender”), at its offices at
8411 Preston Road, Suite 600, Dallas, Texas, 75225, or at such other location as
the Lender may designate to the Maker in writing, on or prior to the Revolving
Maturity Date, in lawful money of the United States of America, the principal
sum of THREE MILLION AND NO/100 DOLLARS ($3,000,000.00) or so much thereof as
may be advanced and outstanding hereunder, together with interest on the
outstanding principal balance from day to day remaining as herein specified.


     This Revolving Credit Note (this
“Note”) has been executed and delivered by the Maker pursuant to the
terms of that certain Loan Agreement, dated as of July 30, 2015, by and between
the Maker and the Lender (as the same may be amended, supplemented, restated or
modified from time to time, the “Loan Agreement”) and is the Revolving
Credit Note described therein. All capitalized terms used and not otherwise
defined herein shall have the same meanings as set forth in the Loan Agreement.
Reference is made to the Loan Agreement for all terms and provisions affecting
this Note. 

     The principal hereof and interest
accruing thereon shall be due and payable as provided in the Loan Agreement.

     The Maker shall have the right to
prepay, at any time and from time to time without premium or penalty (other than
those set forth in the Loan Agreement, if any), the entire unpaid principal
balance of this Note or any portion thereof in accordance with the Loan
Agreement.

     Notwithstanding anything to the
contrary contained herein, no provisions of this Note shall require the payment
or permit the collection of interest in excess of the Maximum Lawful Rate. If
any excess of interest in such respect is herein provided for, or shall be
adjudicated to be so provided, in this Note or otherwise in connection with this
loan transaction, the provisions of this paragraph shall govern and prevail, and
neither Maker nor the sureties, guarantors, successors or assigns of the Maker
shall be obligated to pay the excess amount of such interest, or any other
excess sum paid for the use, forbearance or detention of sums loaned pursuant
hereto. If for any reason interest in excess of the Maximum Lawful Rate shall be
deemed charged, required or permitted by any court of competent jurisdiction,
any such excess shall be applied as a payment and reduction of the principal of
indebtedness evidenced by this Note; and, if the principal amount hereof has
been paid in full, any remaining excess shall forthwith be paid to the Maker. In
determining whether or not the interest paid or payable exceeds the Maximum
Lawful Rate, the Maker and the Lender shall, to the extent permitted by
applicable law, (i) characterize any non-principal payment as an expense, fee,
or premium rather than as interest, (ii) exclude voluntary prepayments and the
effects thereof, and (iii) amortize, prorate, allocate, and spread in parts the
total amount of interest throughout the entire contemplated term of the
indebtedness evidenced by this Note so that the interest for the entire term
does not exceed the Maximum Lawful Rate. 

Revolving Credit Note – Page 1 




     The Maker and each surety,
guarantor, endorser, and other party ever liable for payment of any sums of
money payable on this Note jointly and severally waive notice, presentment,
demand for payment, protest, notice of protest and non-payment or dishonor,
notice of acceleration, notice of intent to accelerate, notice of intent to
demand, diligence in collecting, grace, and all other formalities of any kind,
except any notice and grace periods provided in the Loan Agreement, and consent
to all extensions without notice for any period or periods of time and partial
payments, before or after maturity, and any impairment of any collateral
securing this Note, all without prejudice to the holder. The holder shall
similarly have the right to deal in any way, at any time, with one or more of
the foregoing parties without notice to any other party, and to grant any such
party any extensions of time for payment of any of said indebtedness, or to
release or substitute part or all of the collateral securing this Note, or to
grant any other indulgences or forbearances whatsoever, without notice to any
other party and without in any way affecting the personal liability of any party
hereunder. 

     If this Note is not paid when
due, whether at maturity or by acceleration, or if it is collected through a
bankruptcy, probate or other court, whether before or after maturity, the
undersigned agrees to pay all costs of collection, including but not limited to
reasonable attorneys’ fees and expenses, incurred by the holder hereof. 

     THIS NOTE SHALL BE GOVERNED BY
AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF TEXAS AND THE
APPLICABLE LAWS OF THE UNITED STATES OF AMERICA. THIS NOTE IS PERFORMABLE IN
DALLAS COUNTY, TEXAS. 

[Remainder of Page Intentionally Left Blank.] 

Revolving Credit Note – Page 2 





	 	MAKER:
  
	 	 
	 	MARSH LANE SURGICAL
      HOSPITAL, LLC, 
	 	a Texas limited
      liability company 
	 	 	 
	 	By:	NORTHSTAR HEALTHCARE SUBCO, 
	 	 	L.L.C., 
	 	 	a Delaware limited liability company,
    
	 	 	its sole Manager 
	 	 	  	  
	 	 	  	  
	 	 	  	  
	 	 	By: 	/s/
      Kenneth Klein 
	 	 	  	Kenneth Klein 
	 	 		 Chief Financial
      Officer  


Revolving Credit Note – Signature Page