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






FIRST AMENDMENT TO LOAN AGREEMENT 

     This FIRST AMENDMENT TO LOAN
AGREEMENT (this “Amendment”) is made and entered into as of May 18, 2016,
by and between MARSH LANE SURGICAL HOSPITAL, LLC, a Texas limited liability
company (“Borrower”), and LEGACYTEXAS BANK, successor to ViewPoint Bank,
N.A. (“Lender”), and acknowledged and agreed to by Guarantor. 

W I T N E S S E T H: 

     WHEREAS, Lender and Borrower
previously entered into that certain Loan Agreement, dated as of July 30, 2015
(as amended, restated, supplemented, modified or replaced from time to time, the
“Loan Agreement”) pursuant to which Lender agreed to make certain Loans
to Borrower as described therein; and WHEREAS, Borrower has requested that
certain terms of the Loan Agreement be amended in the manner set forth herein,
including, without limitation, to add a revolving credit facility thereto, and
Lender, subject to the terms and conditions contained herein, has agreed to such
amendments, to be effective as of the date hereof. 

     NOW, THEREFORE, in consideration
of the mutual covenants and the fulfillment of the conditions set forth herein,
the parties hereby agree as follows: 

     1. Definitions.
Capitalized terms used herein but not otherwise defined herein shall have the
meanings assigned to such terms in the Loan Agreement. 

     2. Amendments to the Loan
Agreement. Subject to the conditions hereof and upon satisfaction of the
terms set forth in Section 5 herein, the Loan Agreement is hereby amended
as follows: 

     (a)
Amendments to Section 1.1.

               (i)
The following definitions in Section 1.1 of the Loan Agreement are hereby
amended and restated in their entirety to read as follows: “Advance”
means any advance by Lender to Borrower pursuant to Article II. 

     “Notes” means, collectively,
any and all promissory notes, including but not limited to the Term Note and the
Revolving Credit Note, executed at any time by Borrower and payable to the order
of Lender, as amended, renewed, replaced, extended, supplemented, consolidated,
restated, modified, otherwise changed and/or increased from time to time (and
“Note” means any of such Notes). 

     “Payment Date” means (a) with
respect to the Term Loan, the third Business Day of each calendar month and the
Term Loan Maturity Date, and (b) with respect to Revolving Credit Advances, the
third Business Day of each calendar month and the Revolving Maturity Date. 




     (ii)
Clause (iii) of the definition of “Interest Period” in Section 1.1 of the
Loan Agreement is hereby amended and restated to read as follows: 

     (iii) no
Interest Period shall extend beyond the applicable maturity date of such Loan.


     (iii) The
following definitions are hereby added to Section 1.1 of the Loan
Agreement, in proper alphabetical order thereto: “Account” means any
right of a Person to payment for goods sold or leased or for services rendered,
but shall not include interest or service charges. 

     “Account Debtor” means a
Person who is obligated on or under an Account. 

     “Advance Request Form” means
a certificate, substantially in the form of Exhibit B attached hereto,
properly completed and signed by a Responsible Officer of Borrower providing
notice of a borrowing of a Revolving Credit Advance. 

     “Borrowing Base” means, at
any time, an amount equal to the sum of seventy percent (70%) of Eligible
Accounts.

     “Borrowing Base Report” means
a certificate setting forth the Borrowing Base, substantially in the form of
Exhibit C attached hereto, prepared by and certified by a Responsible
Officer of Borrower. 

     “Commitments” means,
collectively, the Revolving Credit Commitment, and any other commitment of
Lender from time to time hereunder (and each individually, a
“Commitment”).

     “Eligible Accounts” means, at
any time, all Accounts of the Loan Parties created in the ordinary course of
business which satisfy each of the following conditions: 

     (a) The
Account complies with all applicable laws, rules, and regulations, including,
without limitation, usury laws, the Federal Truth in Lending Act, and Regulation
Z of the Board of Governors of the Federal Reserve System; 

     (b) The
Account has not been outstanding for more than one hundred and twenty (120) days
past the original date of invoice; 

     (c) The
Account does not represent a commission, and the Account is owed as a result of
(i) the sale of goods by a Loan Party in the ordinary course of business and
such sale has been consummated and such goods have been
shipped and delivered and received by the Account Debtor, or (ii) services
performed or to be performed by a Loan Party in the ordinary course of business; 

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     (d) The
Account arises from an enforceable contract; 

     (e) The
Account does not arise from the sale of any good that is on a bill-and-hold,
guaranteed sale, sale-or-return, sale on approval, consignment, or any other
repurchase or return basis; 

     (f) A
Loan Party has good and indefeasible title to the Account and the Account is not
subject to any Lien except Liens in favor of Lender; 

     (g) The
Account does not arise out of a contract with or order from, an Account Debtor
that, by its terms, prohibits or makes void or unenforceable the grant of a
security interest by a Loan Party to Lender in and to such Account; 

     (h) The
Account is not subject to any setoff, counterclaim, defense, dispute,
recoupment, or adjustment other than normal discounts for prompt payment; 

     (i) The
Account Debtor is not insolvent or the subject of any bankruptcy or insolvency
proceeding and has not made an assignment for the benefit of creditors,
suspended normal business operations, dissolved, liquidated, terminated its
existence, ceased to pay its debts as they become due, or suffered a receiver or
trustee to be appointed for any of its assets or affairs; 

     (j) The
Account is not evidenced by chattel paper or an instrument; 

     (k) No
default exists under the Account by any party thereto; 

     (l) The
Account Debtor has not returned or refused to retain, or otherwise notified any
Loan Party of any dispute concerning, or claimed nonconformity of, any of the
goods from the sale of which the Account arose; 

     (m) The
Account is not owed by an Affiliate, employee, officer, director or shareholder
of any Loan Party; 

     (n) The
Account is payable in Dollars by the Account Debtor; 

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     (o) The
Account Debtor is domiciled in the United States of America or if the Account
Debtor is domiciled outside of the United States of America, the Accounts of
such Account Debtor are backed by letters of credit in form and substance
satisfactory to Lender; 

     (p) The
Account Debtor is any Person other than the United States of America or any
state, department, agency, or instrumentality thereof, including (i) the United
States of America acting under the Medicaid or Medicare programs or any other
federal health care program, (ii) any state, territory or the District of
Columbia acting pursuant to a health plan adopted pursuant to the Medicaid or
Medicare programs, or any other state health care program or (iii) any agent,
carrier, administrator or intermediary for any of the foregoing; 

     (q) The
Account does not represent a “self-pay” claim; or 

     (r) The
Account is otherwise acceptable in the sole discretion of Lender; provided that
Lender shall have the right to create and adjust eligibility standards and
related reserves from time to time in its good faith credit judgment. 

     The
amount of the Eligible Accounts owed by an Account Debtor to a Loan Party shall
be reduced by the amount of all “contra accounts” (not including Accounts owed
to any Loan Party by Lender) and other obligations owed by a Loan Party to such
Account Debtor. 

     “First Amendment Effective
Date” means May 16, 2016. 

     “Revolving Credit Advance”
means any Advance made by Lender to Borrower pursuant to Section 2.5 of
this Agreement. 

     “Revolving Credit Commitment”
means the obligation of Lender to make Revolving Credit Advances pursuant to
Section 2.5, in an aggregate principal amount at any time outstanding up
to but not exceeding Three Million and No/100 Dollars ($3,000,000.00), subject,
however, to termination pursuant to Section 10.2, reduction or
termination pursuant to Section 2.5(a)(v), or increase pursuant to
Section 2.5(a)(vi). 

     “Revolving Credit Note” means
that certain Revolving Credit Note, dated as of the First Amendment Effective
Date, in the principal amount of the Revolving Credit Commitment in effect as of
the First Amendment Effective Date, executed by Borrower and payable to the
order of Lender, and all amendments, extensions, renewals, replacements,
increases and modifications thereof. 

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     “Revolving Maturity Date”
means May 16, 2017, or such earlier date on which the Revolving Credit
Commitment terminates and such amounts thereunder become due and payable as
provided in this Agreement. 

     (b) Amendments to Section
2.2(b). Section 2.2(b) is hereby amended and restated to read in its
entirety as follows: 

     (b)
Applicable Rate. Subject to the provisions of subsections (c),
(f), and (g) below, (i) the Term Loan shall bear interest on the
outstanding principal amount thereof from the Closing Date at a rate per annum
equal to the lesser of (A) the Maximum Lawful Rate and (B) the Applicable Rate,
and (ii) each Revolving Credit Advance shall bear interest on the outstanding
principal amount thereof from the applicable borrowing date thereof at a rate
per annum equal to the lesser of (i) the Maximum Lawful Rate and (ii) the
Applicable Rate. 

     (c) Amendments to Section
2.2(j). Section 2.2(j) is hereby amended and restated to read in its
entirety as follows: 

     (j)
Survival. All of Borrower’s obligations under this Section 2.2
shall survive termination of the Commitments and repayment in full of all
Obligations hereunder. 

     (d) Amendments to Section
2.3. Section 2.3 of the Loan Agreement is hereby amended by adding
the following sentence to the end thereof: 

“The proceeds of the Revolving Credit
Advances shall be used by Borrower for working capital and general corporate
purposes in the ordinary course of business.” 

     (e)
Addition of New Section 2.5. A new Section 2.5 is hereby added to
the Loan Agreement, immediately following Section 2.4 thereof, to read in its
entirety as follows: 

     Section
2.5 Revolving Credit Advances. 

     (a)
Revolving Credit Advances. Subject to the terms and conditions of this
Agreement, Lender agrees to make one or more Revolving Credit Advances to
Borrower from time to time from the First Amendment Effective Date to, but not
including, the Revolving Maturity Date in an aggregate principal amount at any
time outstanding up to, but not exceeding, the amount of the Revolving Credit
Commitment; provided that the aggregate principal amount of all Revolving
Credit Advances at any time outstanding shall not exceed the lesser of (i) the
Revolving Credit Commitment or (ii) the Borrowing Base. Subject to the foregoing
limitations, and the other terms and provisions of this Agreement, Borrower may
borrow, repay, and reborrow under this Section 2.5(a). Revolving Credit
Advances shall bear interest as set forth in Section 2.2(b). 

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     (i)
The Revolving Credit Note. The obligation of Borrower to repay the
Revolving Credit Advances and interest thereon shall be evidenced by the
Revolving Credit Note. 

     (ii)
Repayment of Revolving Credit Advances. Borrower shall repay the
outstanding principal amount of all Revolving Credit Advances on the Revolving
Maturity Date, unless sooner due by reason of acceleration by Lender as provided
in this Agreement. 

     (iii)
Interest on Revolving Credit Advances. Interest on each Revolving Credit
Advance shall be due and payable in arrears on each Payment Date applicable
thereto, commencing with the first such date to occur after the First Amendment
Effective Date, and at such other times as may be specified herein. Interest
hereunder shall be due and payable in accordance with the terms hereof before
and after judgment, and before and after the commencement of any proceeding
under any Debtor Relief Law. 

     (iv)
Borrowings of Revolving Credit Advances. 

     (A) Each
borrowing of a Revolving Credit Advance shall be made upon Borrower’s
irrevocable notice to Lender, which may be given by telephone. Each such notice
must be received by Lender not later than 2:00 p.m. three (3) Business Days
prior to the requested date of any borrowing. Each such telephonic notice must
be confirmed promptly by delivery to Lender of a written Advance Request Form,
appropriately completed and signed by a Responsible Officer of Borrower. Each
Advance Request Form (whether telephonic or written) shall specify (1) the
requested date of the borrowing (which shall be a Business Day) and (2) the
principal amount of the Revolving Credit Advance to be borrowed. Subject to the
terms and conditions of this Agreement, each Revolving Credit Advance shall be
made available to Borrower by depositing the same, in immediately available
funds, in an account of Borrower designated by Borrower and maintained with
Lender at the Principal Office. 

     (B)
Revolving Credit Advances shall be in a minimum amount of $25,000 (or such
lesser amount that exhausts any remaining availability under the Revolving
Credit Commitment). 

     (C)
Borrower may request a Revolving Credit Advance no more frequently than once per
week. 

     (D)
Lender shall have no liability to Borrower for any loss or damage suffered by
Borrower as a result of Lender’s honoring of any requests, execution of any
instructions, authorizations or agreements or reliance on any reports
communicated to it telephonically, by facsimile or electronically and purporting
to have been sent to Lender by Borrower and Lender shall have no duty to verify
the origin of any such communication or the identity or authority of the Person
sending it. 

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     (E) Upon
satisfaction of all applicable conditions, Lender shall make the proceeds of
each Revolving Credit Advance available to Borrower in accordance with
instructions provided to (and reasonably acceptable to) Lender by Borrower. 

     (v)
Reduction or Termination of Revolving Credit Commitment. Borrower shall
have the right to terminate in whole or reduce in part the unused portion of the
Revolving Credit Commitment upon at least three (3) Business Days prior notice
(which notice shall be irrevocable) to Lender specifying the effective date
thereof, whether a termination or reduction is being made, and the amount of any
partial reduction, provided that each partial reduction shall be in the amount
of $50,000 or an integral multiple thereof (or the entire remaining amount) and
Borrower shall simultaneously prepay the amount by which the unpaid principal
amount of Revolving Credit Advances exceeds the lesser of (i) the Revolving
Credit Commitment or (ii) the Borrowing Base (after giving effect to such
notice), plus accrued and unpaid interest on the principal amount so
prepaid. The Revolving Credit Commitment may not be reinstated after it has been
terminated or reduced. All unused fees accrued until the effective date of any
termination of the Revolving Credit Commitment shall be paid on the effective
date of such termination. 

     (vi)
Increase of Revolving Credit Commitment. Provided no Default or Event of
Default exists, Borrower may, on a one-time basis, request in writing that the
amount of the Revolving Credit Commitment be increased by an amount not
exceeding $2,000,000.00. Promptly after delivery of such request, Borrower shall
deliver to Lender such documents as Lender may reasonably request, including, at
a minimum, the audited financial statements of Parent for the 2015 fiscal year.
Within a reasonable time after receipt of such request, Lender shall notify
Borrower whether or not it consents to such increase of the Revolving Credit
Commitment. Any election by Lender to increase the amount of the Revolving
Credit Commitment shall be made in its sole and absolute discretion. If Lender
consents to such increase, Borrower shall deliver to Lender, as a condition
precedent to such increase, such documents as Lender or its legal counsel may
reasonably request, including, without limitation, (1) an amended and restated
Revolving Credit Note, dated as of the effective date of such increase, in the
maximum principal amount of the Revolving Credit Commitment after giving effect
to such increase, (2) a certificate of Borrower, dated as of the effective date
of such increase and signed by a Responsible Officer of Borrower, (x) certifying
and attaching the resolutions adopted by Borrower approving or consenting to
such increase, and (y) certifying that, both before and after giving effect to
such increase, the conditions specified in Section 5.2(b) and (c)
have been satisfied, and (3) a written consent of Healthcare Financial
Solutions, LLC, as the successor in interest to General Electric Capital
Corporation (“GECC”), to such increase, if and to the extent such consent
is required by the terms of that certain Subordination Agreement, dated as of
July 30, 2015, by and between Lender and GECC. 

– 7 – 




     (vii)
Unused Fee. Borrower agrees to pay to Lender an unused fee equal to 0.50%
times the actual daily amount by which the Revolving Credit Commitment
exceeds the aggregate principal amount of all Revolving Credit Advances at any
time outstanding. The unused fee shall accrue at all times from the First
Amendment Effective Date through and including the Revolving Maturity Date and
shall be due and payable monthly in arrears on each Payment Date applicable
thereto, commencing with the first such date to occur after the First Amendment
Effective Date, and on the Revolving Maturity Date. 

     (f) Amendments to Section
3.2(a). Section 3.2(a) is hereby amended and restated to read in its
entirety as follows: 

     (a)
Voluntary Prepayments. Borrower may, upon notice to Lender, at any time
or from time to time voluntarily prepay the Term Loan or Revolving Credit
Advances in whole or in part without premium or penalty; provided that, and
notwithstanding anything to the contrary contained in this Agreement, such
notice must be received by Lender not later than 2:00 p.m. three Business Days
prior to the date of prepayment. Each such notice shall specify the date and
amount of such prepayment. If such notice is given by Borrower, Borrower shall
make such prepayment and the payment amount specified in such notice shall be
due and payable on the date specified therein. Any prepayment of a LIBOR Rate
Loan shall be accompanied by all accrued interest thereon. Any prepayment of the
Term Loan shall be applied thereto in inverse order of scheduled maturities.


     (g) Amendments to Section
3.2(b)(v).

     (i)
Section 3.2(b)(v) is hereby amended and restated to read in its entirety
as follows: 

     (v)
Application of Prepayments. Each prepayment of Loans pursuant to the
foregoing clauses of this Section 3.2(b) shall be applied first to prepay
the Term Loan in inverse order of scheduled maturities until the Term Loan has
been repaid in full, and then to prepay Revolving Credit Advances. 

     (ii)
Section 3.2(b) is hereby amended by adding a new clause (vi) thereto,
immediately following clause (v) thereof, to read in its entirety as follows:


     (vi)
Revolving Credit Overadvance. If for any reason the aggregate principal
amount of all Revolving Credit Advances at any time exceeds the lesser of (A)
the Revolving Credit Commitment or (B) the Borrowing Base, Borrower shall
immediately prepay Revolving Credit Advances in an aggregate amount equal to
such excess. 

     (h) Amendments to Section
3.3(c). The last sentence of Section 3.3(c) is hereby amended and
restated to read in its entirety as follows: 

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     “This
indemnity shall survive termination of the Commitments and repayment in full of
all Obligations hereunder.”

      (i) Amendments to
Section 3.3(e). Section 3.3(e) is hereby amended and restated to read
in its entirety as follows: (e) Without prejudice to the survival of any other
agreement of Borrower hereunder, the agreements and obligations of Borrower
contained in this Section 3.3 shall survive termination of the
Commitments and repayment in full of all Obligations hereunder. 

     (j) Addition of New Section
5.2. A new Section 5.2 is hereby added to the Loan Agreement,
immediately following Section 5.1 thereof, to read in its entirety as follows:


     Section
5.2 Conditions Precedent to Revolving Credit Advances. The obligation of
Lender to make any Revolving Credit Advance is subject to the following
conditions precedent: 

     (a)
Request for Advance; Borrowing Base Report. With respect to any request
for a Revolving Credit Advance, Lender shall have received, in accordance with
this Agreement, (i) an Advance Request Form and (ii) a Borrowing Base Report,
each dated the date of such Revolving Credit Advance and executed by a
Responsible Officer of Borrower; 

     (b)
No Default, Material Adverse Effect. No Default or Material Adverse
Effect shall have occurred and be continuing, or would result from or after
giving effect to such Revolving Credit Advance; and 

     (c)
Representations and Warranties. All of the representations and warranties
contained in Article VI hereof and in the other Loan Documents shall be true and
correct in all material respects on and as of the date of such Revolving Credit
Advance with the same force and effect as if such representations and warranties
had been made on and as of such date, except to the extent such representations
and warranties speak to a specific date. 

     (k) Amendments to Article
VII.

     (i) The
lead-in sentence to Article VII is hereby amended and restated to read in its
entirety as follows: 

“Borrower covenants and agrees that,
as long as the Obligations (other than contingent indemnification and
reimbursement obligations in respect of which no claim for payment has yet been
asserted by the Person entitled thereto) or any part thereof are outstanding or
Lender has any Commitment hereunder, Borrower will perform and observe the
following affirmative covenants, unless Lender shall otherwise consent in
writing:” 

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     (ii)
Section 7.1(a) is hereby amended and restated to read in its entirety as
follows: 

(a) Annual Financial Statements of
Parent. As soon as available, and in any event within 120 days after the end
of each fiscal year of Parent, a copy of the annual audit report of Parent and
its Subsidiaries for such fiscal year containing, on a consolidated basis,
balance sheets and statements of income, retained earnings, and cash flow as at
the end of such fiscal year and for the fiscal year then ended, in each case
setting forth in comparative form the figures for the preceding fiscal year, all
in reasonable detail and audited and certified by independent certified public
accountants of recognized standing acceptable to Lender, to the effect that such
report has been prepared in accordance with GAAP and containing no material
qualifications or limitations on scope; 

     (iii)
Section 7.1 is hereby amended by adding a new subsection (l) thereto,
immediately following subsection (k) thereof, to read in its entirety as
follows: 

     (l)
Borrowing Base Report. (1) In connection with any request for a Revolving
Credit Advance, and (2) as soon as available, and in any event within twenty
(20) days after the end of each calendar month, a duly completed Borrowing Base
Report, together with each of: 

     (i) an
account receivable aging, classifying the Loan Parties’ accounts receivable in
categories of 0-30, 31-60, 61-90, 91- 120, and over 120 days from date of
invoice, in such form and detail as Lender shall require; and 

     (ii) an
account payable aging, classifying the Loan Parties’ accounts payable in
categories of 0-30, 31-60, 61-90, 91-120, and over 120 days from date of
invoice, in such form and detail as Lender shall require. 

     (l) Amendments to Article
VIII. The lead-in sentence to Article VIII is hereby amended and
restated to read in its entirety as follows: 

“Borrower covenants and agrees that, as
long as the Obligations (other than contingent indemnification and reimbursement
obligations in respect of which no claim for payment has yet been asserted by
the Person entitled thereto) or any part thereof are outstanding or Lender has
any Commitment hereunder, Borrower will perform and observe the following
negative covenants, unless Lender shall otherwise consent in writing:” 

     (m)
Amendments to Article IX. The lead-in sentence to Article IX is
hereby amended and restated to read in its entirety as follows: 

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     “Borrower
covenants and agrees that, as long as the Obligations or any part thereof are
outstanding or Lender has any Commitment hereunder, Borrower will, at all times,
perform and observe the following financial covenants, unless Lender shall
otherwise consent in writing:” 

     (n) Amendments to Section
10.2. Section 10.2 is hereby amended and restated to read in its
entirety as follows: 

     Section 10.2 Remedies Upon
Default. If any Event of Default occurs and is continuing, Lender may take
any or all of the following actions: 

     (a)
declare any Commitment, or all of them, to be terminated, whereupon each such
Commitment shall be terminated; 

     (b)
declare the unpaid principal amount of all outstanding Loans, all interest
accrued and unpaid thereon, and all other amounts owing or payable hereunder or
under any other Loan Document to be immediately due and payable, without
presentment, demand, protest or other notice of any kind, all of which are
hereby expressly waived by Borrower; and 

     (c)
exercise all rights and remedies available to it under the Loan Documents or
applicable law; 

provided, however, that
upon the occurrence of an actual or deemed entry of an order for relief with
respect to Borrower under the Bankruptcy Code of the United States, the
Commitments shall automatically terminate, and the unpaid principal amount of
all outstanding Loans and all interest and other amounts as aforesaid shall
automatically become due and payable, in each case without further act of
Lender. 

     (o) Amendments to Section
11.9. The last sentence of Section 11.9 is hereby amended and
restated to read in its entirety as follows: 

“Without prejudice to the survival of
any other obligation of Borrower hereunder, the obligations of Borrower under
Sections 11.1 and 11.2 shall survive termination of the
Commitments and repayment in full of all Obligations hereunder.” 

     (p) Amendment to Lender’s
Notice Address. Lender’s address for notices delivered pursuant to the Loan
Agreement and the other Loan Documents shall be amended to the following: 


	Address for Notices: 	LegacyTexas Bank 
	  	8411 Preston Road, Suite 600 
	  	Dallas, Texas 75225 
	Fax No.: 	(214) 473-2331 
	Telephone No.: 	(214) 217-7044 
	Attention: 	Lindsey Burris 



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	e-mail: 	Lindsey.Burris@legacytexas.com




     (q)
Addition of New Exhibit B. A new Exhibit B is hereby added to the
Loan Agreement as the Exhibit B attached hereto for all purposes under
the Loan Agreement, and any reference to Exhibit B in any Loan Document
shall refer to the Exhibit B attached hereto. 

     (r)
Addition of New Exhibit C. A new Exhibit C is hereby added to the
Loan Agreement as the Exhibit C attached hereto for all purposes under
the Loan Agreement, and any reference to Exhibit C in any Loan Document
shall refer to the Exhibit C attached hereto. 

     3. Full Force and Effect of
Agreement. Except as hereby specifically amended, modified or supplemented,
Borrower hereby acknowledges and agrees that the Loan Agreement and all of the
other Loan Documents are hereby confirmed and ratified in all respects and shall
remain in full force and effect according to their respective terms. 

     4. Representations and
Warranties. Borrower hereby certifies that after giving effect to this
Amendment: 

     (a) All
of the representations and warranties in the Loan Agreement and in the other
Loan Documents are true and correct in all material respects on and as of the
date hereof with the same force and effect as if such representations and
warranties had been made on and as of the date hereof, except to the extent such
representations and warranties speak to a specific date; 

     (b) This
Amendment has been duly authorized, executed and delivered by Borrower and
Guarantor and constitutes a legal, valid and binding obligation of such parties,
enforceable against such parties in accordance with its terms, except as limited
by Debtor Relief Laws and general principles of equity; and 

     (c) No
Default or Material Adverse Effect exists. 

     5. Conditions to
Effectiveness. This Amendment shall not be effective until the following
conditions precedent have been satisfied: 

     (a)
Lender shall have received, in form and substance satisfactory to Lender, each
of the following: 

     (i)
counterparts of this Amendment executed by Borrower and Lender and
ratified by Guarantor; 

     (ii) the
Revolving Credit Note executed by Borrower; 

     (iii) a
written consent of Healthcare Financial Solutions, LLC, as the successor in
interest to General Electric Capital Corporation (“GECC”), to the transactions contemplated by this
Amendment, as required by the terms of that certain Subordination Agreement,
dated as of July 30, 2015, by and between Lender and GECC; 

– 12 – 




     (iv)
resolutions of the governing body of each of Borrower and Guarantor certified by
a Responsible Officer of such Person, which authorize the execution, delivery,
and performance by such Person of this Amendment and the other Loan Documents to
be executed by such Person in connection herewith;

      (v) a certificate of
incumbency certified by a Responsible Officer of each of Borrower and Guarantor
certifying (A) the names of the individuals or other Persons authorized to sign
this Amendment and the other Loan Documents to be executed by such Person in
connection herewith on behalf of such Person, together with specimen signatures
of such Persons, and (B) that the Constituent Documents of such Person have not
been amended, modified, or repealed in any respect since the Closing Date and
are in full force and effect as of the date hereof; 

     (vi)
certificates of the appropriate government officials of the state of
incorporation or organization of each of Borrower and Guarantor as to the
existence and good standing of such Person, each dated as of a date acceptable
to Lender; 

     (vii) a
commitment fee equal to 1.00% times the Revolving Credit Commitment; and 

     (viii)
such other documents, instruments and certificates as reasonably requested by
Lender; 

     (b)
Lender shall have received payment or evidence of payment of (i) all costs, fees
and expenses owed by Borrower to Lender including, without limitation, the
reasonable fees and expenses of Winstead PC, counsel to Lender; and (ii) all
other fees agreed to be paid; 

     (c)
Lender shall have received evidence, in form and substance reasonably
satisfactory to Lender, that all actions required to be taken by Borrower in
connection with the transactions contemplated by this Amendment have been taken;
and 

     (d) the
representations and warranties set forth in Section 4 hereof shall be
true and correct in all material respects as of the date hereof. 

Upon the satisfaction of the conditions
set forth in this Section 5, this Amendment shall be effective as of the
date hereof. 

     6. Counterparts. This
Amendment may be executed in one or more counterparts, each of which shall be
deemed an original (including facsimile and electronic copies), but all of which
together shall constitute one and the same instrument. 

– 13 – 




     7. Governing Law. This
Amendment shall in all respects be governed by, and construed in accordance
with, the laws of the State of Texas. 

     8. Severability. Any
provision of this Amendment held by a court of competent jurisdiction to be
invalid or unenforceable shall not impair or invalidate the remainder of this
Amendment and the effect thereof shall be confined to the provision held to be
invalid or illegal. 

     9. No Novation. This
Amendment is given as an amendment and modification of, and not as a payment of,
the obligations of Borrower and Guarantor under the Loan Agreement and each
other Loan Document and is not intended to constitute a novation of the Loan
Agreement or any other Loan Document. All of the indebtedness, liabilities and
obligations owing by Borrower and Guarantor under the Loan Agreement and the
other Loan Documents shall continue. 

     10. Loan Document. This
Amendment is a Loan Document and is subject to the terms of the Loan Agreement.


     11. Successors and
Assigns. This Amendment shall be binding upon and inure to the benefit of
Borrower and Lender and their respective successors and assigns, except that
Borrower may not assign or transfer any of its rights or obligations under this
Amendment without the prior written consent of Lender. 

     12. ENTIRE AGREEMENT. THIS
AMENDMENT AND THE OTHER LOAN DOCUMENTS REPRESENT THE FINAL AGREEMENT AMONG THE
PARTIES AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS, OR
SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES. THERE ARE NO UNWRITTEN ORAL
AGREEMENTS AMONG THE PARTIES. 

[Remainder of Page Intentionally Left Blank. Signature Pages
Follow.] 

– 14 – 




     IN WITNESS WHEREOF, the parties
hereto have caused this Amendment to be duly executed by their duly authorized
officers, all as of the day and year first above written. 

	 	BORROWER: 
	 	 
	 	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 


First Amendment to Loan Agreement – Signature Page 





	 	LENDER: 
	 	  	  
	 	LEGACYTEXAS BANK, 
	 	successor to ViewPoint Bank, N.A.
  
	 	  	  
	 	  	  
	 	By: 	 
                     /s/ Lindsey
      Burris 
	 	  	Lindsey Burris 
	 	  	Corporate Healthcare Banking Officer
  


First Amendment to Loan Agreement – Signature Page 




REAFFIRMATION OF GUARANTY 

     By signing below, Guarantor (a)
acknowledges, consents and agrees to the execution, delivery and performance by
Borrower of this Amendment, (b) acknowledges and agrees that its obligations in
respect of its Guaranty are not released, diminished, waived, modified, impaired
or affected in any manner by this Amendment or any of the provisions
contemplated herein, (c) ratifies and confirms its obligations under its
Guaranty, (d) acknowledges and agrees that it has no claims or offsets against,
or defenses or counterclaims to, its Guaranty, and (e) acknowledges and agrees
that the term “Guaranteed Obligations” as defined in its Guaranty now includes,
without limitation, the Revolving Credit Advances. 

	 	GUARANTOR: 
	 	  	  
	 	  	  
	 	NOBILIS HEALTH CORP., 
	 	a corporation formed under the laws
      of the 
	 	province of British Columbia 
	 	  	  
	 	  	  
	 	  	  
	 	By: 	/s/
      Kenneth Klein 
	 	  	Kenneth Klein 
	 	  	Chief Financial Officer 


First Amendment to Loan Agreement – Signature Page 




Exhibit B 

[See attached.] 




ADVANCE REQUEST FORM 

	To: LegacyTexas Bank 
	8411 Preston Road, Suite 600 
	Dallas, Texas 75225 
	Attention: Lindsey Burris 


     Ladies and Gentlemen: 

     The undersigned is a Responsible
Officer of Marsh Lane Surgical Hospital, LLC, a Texas limited liability company
(“Borrower”) and is authorized to make and deliver this certificate
pursuant to that certain Loan Agreement, dated as of July 30, 2015 (as the same
may be amended, restated, supplemented or modified from time to time, the
“Loan Agreement”) between Borrower and LegacyTexas Bank, successor
to ViewPoint Bank, N.A. (“Lender”). All terms defined in the Loan
Agreement shall have the same meaning herein. In accordance with the Loan
Agreement, Borrower hereby requests a Revolving Credit Advance (the
“Requested Advance”): 

A. On __________________________ (a Business Day). 

B. In the principal amount of $ ________________. 

     In connection with the foregoing
and pursuant to the terms and provisions of the Loan Agreement, the undersigned
hereby certifies that the following statements are true and correct as of the
date hereof: 

     (i) No Default or Material
Adverse Effect has occurred and is continuing or would result from or after
giving effect to the Requested Advance. 

     (ii) All of the representations
and warranties contained in Article VI of the Loan Agreement and in the
other Loan Documents are true and correct in all material respects on and as of
the date hereof with the same force and effect as if made on and as of such
date, except to the extent such representations and warranties speak to a
specific date. 

     (iii) The amount of the Requested
Advance, when added to the aggregate principal amount of all Revolving Credit
Advances outstanding as of the date hereof, shall not exceed the lesser of (a)
the Revolving Credit Commitment or (b) the Borrowing Base. 

     (iv) All information supplied
below is true, correct, and complete as of the date hereof. 

[Continued on next page] 

Advance Request Form – Page 2 




ADVANCE REQUEST INFORMATION 


	  	  	(a) 	(a) 	Revolving Credit Commitment: 	  	$ 
	  	  	(b) 	(b) 	Current Borrowing Base: 	  	$ 
	  	  	(c) 	(c) 	Outstanding principal amount of  Revolving
      Credit Advances: 		$ 
	  		 	 	 	  	  
	(d) 	(d) 	Net availability for the Requested
      Advance [lesser ofline (a) or (b) minus line (c)]: 	 	$ 
	  		 	 	 	  	  
	  	  	(e) 	(e) 	Amount of Requested Advance: 	  	$ 
	  	  	(f) 	(f) 	Date of Requested Advance: 	  	  



Advance Request Form – Page 3 





	 	BORROWER: 	  
	 	  	  	  
	 	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: 	 
    
	 	  	Name: 	 
    
	 	  	Its: 	 
    


Borrowing Base Report - 4 




Exhibit C 

[See attached.] 

BORROWING BASE REPORT 

For the month ended _____________, 20___ (the “Subject Period”)


	LENDER: 	LegacyTexas Bank 
	 	 
	BORROWER: 	Marsh Lane Surgical Hospital, LLC, a Texas
      limited liability company 


This certificate is delivered pursuant to Section 7.1(k)
of that certain Loan Agreement, dated as of July 30, 2015 (as the same may be
amended, restated, supplemented or modified from time to time, the “Loan
Agreement”) between Borrower and Lender. All terms defined in the Loan
Agreement shall have the same meaning herein.

The undersigned certifies to Lender on the date hereof that (a)
the undersigned is a Responsible Officer of Borrower, and that, as such, is
authorized to execute this Certificate on behalf of Borrower, (b) no Default or
Material Adverse Effect has occurred and is continuing, (c) all of the
representations and warranties contained in Article VI of the Loan
Agreement and in the other Loan Documents are true and correct in all material
respects on and as of the date hereof with the same force and effect as if made
on and as of such date, except to the extent such representations and warranties
speak to a specific date, (d) a review of the activities of Borrower and its
Subsidiaries during the Subject Period has been made under the supervision of
the undersigned with a view to determining the amount of the current Borrowing
Base, (e) the Accounts included in the Borrowing Base below meet all conditions
to qualify for inclusion as “Eligible Accounts” under the Loan Agreement, and
(f) the information set forth below is true and correct as of the last day of
the Subject Period. 

	  	  	AT END OF 
	  	  	SUBJECT 
	LINE 	  	PERIOD 
	  	  	  
	  	  	  
	13. 	Total Accounts: 	$ ___________________
	  	  	  
	14. 	Ineligible Accounts: 	$ ___________________



	 	(a) 	
      The Account does not comply with all applicable laws,
      rules, and regulations, including, without limitation, usury laws, the
      Federal Truth in Lending Act, and Regulation Z of the Board of Governors
      of the Federal Reserve System;



Borrowing Base Report - 5 





	  	AT END OF 
	  	SUBJECT 
	LINE 	PERIOD 



	 	(b) 	
      The Account has been outstanding for more than one
      hundred and twenty (120) days past the original date of invoice;

	 	 	 
	 	(c) 	
      The Account represents a commission, or the Account is
      not owed as a result of (i) the sale of goods by a Loan Party in the
      ordinary course of business and such sale has been consummated and such
      goods have been shipped and delivered and received by the Account Debtor,
      or (ii) services performed by a Loan Party in the ordinary course of
      business;

	 	 	 
	 	(d) 	
      The Account does not arise from an enforceable
      contract;

	 	 	 
	 	(e) 	
      The Account arises from the sale of any good that is on a
      bill-and- hold, guaranteed sale, sale-or-return, sale on approval,
      consignment, or any other repurchase or return basis;

	 	 	 
	 	(f) 	
      No Loan Party has good and indefeasible title to the
      Account, or the Account is subject to any Lien other than Liens in favor
      of Lender;

	 	 	 
	 	(g) 	
      The Account arises out of a contract with or order from,
      an Account Debtor that, by its terms, prohibits or makes void or
      unenforceable the grant of a security interest by a Loan Party to Lender
      in and to such Account;

	 	 	 
	 	(h) 	
      The Account is subject to any setoff, counterclaim,
      defense, dispute, recoupment, or adjustment other than normal discounts
      for prompt payment;

	 	 	 
	 	(i) 	
      The Account Debtor is insolvent or is the subject of any
      bankruptcy or insolvency proceeding or has made an assignment for the
      benefit of creditors, suspended normal business operations, dissolved,
      liquidated, terminated its existence, ceased to pay its debts as they
      become due, or suffered a receiver or trustee to be appointed for any of
      its assets or affairs;

	 	 	 
	 	(j) 	
      The Account is evidenced by chattel paper or an
      instrument;

	 	 	 
	 	(k) 	
      A default exists under the Account by any party
      thereto;



Borrowing Base Report - 6 





	  	AT END OF 
	  	SUBJECT 
	LINE 	PERIOD 




	 	(l) 	
      The Account Debtor has returned or refused to retain, or
      has otherwise notified a Loan Party of any dispute concerning, or claimed
      nonconformity of, any of the goods from the sale of which the Account
      arose;

	 	 	 
	 	(m) 	
      The Account is owed by an Affiliate, employee, officer,
      director or shareholder of any Loan Party;

	 	 	 
	 	(n) 	
      The Account is not payable in Dollars by the Account
      Debtor;

	 	 	 
	 	(o) 	
      The Account Debtor is domiciled outside of the United
      States of America, and the Accounts of such Account Debtor are not backed
      by letters of credit in form and substance satisfactory to
  Lender;

	 	 	 
	 	(p) 	
      The Account Debtor is the United States of America or any
      state, department, agency, or instrumentality thereof, including (i) the
      United States of America acting under the Medicaid or Medicare programs or
      any other federal health care program, (ii) any state, territory or the
      District of Columbia acting pursuant to a health plan adopted pursuant to
      the Medicaid or Medicare programs, or any other state health care program
      or (iii) any agent, carrier, administrator or intermediary for any of the
      foregoing;

	 	 	 
	 	(q) 	
      The Account represents a “self-pay” claim;

	 	 	 
	 	(r) 	
      The Account is otherwise not acceptable in the sole
      discretion of Lender; provided that Lender shall have the right to
      create and adjust eligibility standards and related reserves from time to
      time in its good faith credit judgment.





		The amount of the Eligible
      Accounts owed by an Account Debtor to a Loan Party shall be reduced by the
      amount of all “contra accounts” (not including Accounts owed to any Loan
      Party by Lender) and other obligations owed by a Loan Party to such
      Account Debtor. 	
	  	  	  
	15. 	Total Eligible Accounts [Line 1
      minus Line 2]: 	$ ___________________
	  	  	  
	16. 	Outstanding principal amount of
      Revolving Credit Advances as of the last day of the Subject Period: 	$ ___________________
	  	  	  
	17. 	Borrowing Base [Line 3 multiplied
      by 70%]: 	$ ___________________


Borrowing Base Report - 7 





	  	AT END OF 
	  	SUBJECT 
	LINE 	PERIOD 



	18. 	Amount of Revolving Credit
      Commitment: 	$ ___________________
	 	 	 
	19. 	Lesser of Line 5 or Line 6: 	$ ___________________
	 	 	 
	20. 	Amount available for borrowing
      [Line 7 minus Line 4]: 	$ ___________________


Borrowing Base Report - 8 





	 	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: 	
	 	  	Name: 	
	 	  	Title: