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





SIXTH AMENDMENT TO CREDIT AGREEMENT, 
LIMITED
WAIVER AND CONSENT 


                          This
SIXTH AMENDMENT TO CREDIT AGREEMENT, LIMITED WAIVER AND CONSENT (this
“Amendment”), is made and entered into as of August 1, 2016 (the
“Sixth 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 (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, “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,
Northstar Healthcare Holdings, Inc. (“Holdings”), together with certain
third party joint venture parties, invested in (the “Dallas JV
Investment”) Athelite Holdings LLC, a Texas limited liability company
(“Athelite”), which manages an ambulatory surgery center in Dallas
formerly operated as Microsurgery Institute of Dallas, and as a result, Holdings
directly owned 57.98% of the outstanding ownership interests of Athelite and
Athelite directly owns 70% of the outstanding ownership interests of Dallas
Metro Surgery Center LLC, a Texas limited liability company (“Dallas
Metro”);

                          WHEREAS,
Holdings transferred all of its ownership interests in Athelite to Borrower
pursuant to the Bill of Sale, Assignment and Assumption Agreement, dated as of
July 7, 2016, by and between Holdings and Borrower (the “Dallas
Transfer”); 

                          WHEREAS,
a Default or an Event of Default, as applicable, has occurred pursuant to (a)
Section 7.1(c) of the Credit Agreement due to (i) the Dallas JV
Investment and the Credit Parties’ failure to comply with (x) Section 5.4
of the Credit Agreement, which prohibits Investments by the Credit Parties and
their Subsidiaries and (y) Section 5.12(c) of the Credit Agreement, which
prohibits Holdings from owning Stock or Stock Equivalents of any company other
than Borrower and (ii) the Dallas Transfer and the Credit Parties’ failure to
comply with (x) Section 5.2 of the Credit Agreement, which prohibits the
sale, assignment, lease, conveyance, transfer, or disposition of any Property
and (y) Section 5.6 of the Credit Agreement, which prohibits transactions
with Affiliates and (b) Section 7.1(d) of the Credit Agreement due to the
Dallas JV Investment and the Credit Parties’ failure to comply with (i)
Section 4.3(j) of the Credit Agreement, which requires notice from
the Borrower to Agent of the creation, establishment or acquisition of any
Subsidiary and (ii) Section 4.13(b) of the Credit Agreement, which
requires (among other things) the Credit Parties to deliver certain joinder and
other documentation with respect to certain Domestic Subsidiaries and Foreign
Subsidiaries (collectively, the “Dallas Defaults”); 

                          WHEREAS,
an Event of Default has occurred pursuant to Section 7.1(c) of the Credit
Agreement due to Borrower’s failure to comply with the requirements set forth in
Section 6.1 of the Credit Agreement (Leverage Ratio) for the period ended
March 31, 2016 (as in effect prior to giving effect to this Amendment) (the
“Financial Covenant Default”); 

                          WHEREAS,
an Event of Default has occurred pursuant to Section 7.1(c) of the Credit
Agreement due to Borrower’s failure to comply with the requirements set forth in
Section 5.4 of the Credit Agreement (including clause (k) of Section
5.4 of the Credit Agreement), which prohibits the Credit Parties from making
certain Investments in excess of $500,000 in the aggregate at any one time (the
“Other Investments Default”); 




                          WHEREAS,
an Event of Default has occurred pursuant to Section 7.1(c) of the Credit
Agreement due to the Credit Parties’ failure to comply with Section 5.5
of the Credit Agreement (including clause (h) of Section 5.5 of
the Credit Agreement), which prohibits Indebtedness of Nobilis Health Corp., a
corporation formed under the laws of the province of British Columbia
(“Parent”) pursuant to the Subordinated Guaranty from exceeding
$7,000,000 (the “Plano Debt Default”);

                          WHEREAS,
a Default or an Event of Default, as applicable, has occurred pursuant to
Section 7.1(d) of the Credit Agreement due to the Credit Parties’ failure
to comply with the requirements set forth in Section 4.5(i) of that
certain Fourth Amendment to Credit Agreement dated as of March 11, 2016 (the
“Fourth Amendment”), among the Borrower, the other Credit Parties party
thereto, the Lenders party thereto, and Agent, which requires the Credit Parties
to have delivered, on or prior to June 9, 2016, evidence in form and substance
satisfactory to Agent that 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 (the “Financing Statements Default); 

                          WHEREAS,
an Event of Default has occurred pursuant to Section 7.1(c) of the Credit
Agreement due to the Credit Parties’ failure to comply with Section
4.3(a) of the Credit Agreement, which requires notice from the Borrower to
Agent of the occurrence or existence of any Default or Event of Default,
including the Dallas Defaults, the Financial Covenant Default, the Other
Investments Default, the Plano Debt Default and the Financing Statements Default
(the “Notice Default” and, together with the Dallas Defaults, the Financial
Covenant Default, the Other Investments Default, the Plano Debt Default and the
Financing Statements Default, the “Specified Events of Default”); 

                          WHEREAS,
Parent and the Borrower desire to enter into a Purchase Agreement with L.
Philipp Wall, M.D. P.C. (“Wall P.C.”), Arizona Center for Minimally
Invasive Surgery, LLC (“ACMIS”), Arizona Vein & Vascular Center, LLC
(“AVVC”), and L. Philipp Wall, individually (the “Arizona Purchase
Agreement”) with the intent of acquiring, directly, or indirectly through
newly-formed subsidiaries, all or substantially all of the assets of Wall P.C.,
ACMIS and AVVC; 

                          WHEREAS,
the Borrower and the other Credit Parties have requested that Agent and the
Lenders (a) consent to certain Credit Parties entering into the Arizona Purchase
Agreement, (b) amend the Credit Agreement in certain respects, as set forth
herein, (c) waive the Specified Events of Default, and (d) waive the delivery of
a Control Agreement with respect to Borrower’s equity interests in Athelite
Holdings LLC; and 

                          WHEREAS,
Agent and the Lenders are willing to amend certain provisions of the Credit
Agreement, consent to certain Credit Parties entering into the Arizona Purchase
Agreement, and waive the Specified Events of Default, 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: 

-2- 




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     AMENDMENT.

            Subject
to the terms and conditions of this Amendment, including, without limitation,
the representations, warranties, and covenants in Section 6 hereof and
the conditions precedent to the effectiveness of this Amendment in Section
7 hereof: 

            2.1       
Section 3.19, Section 3.21. Effective as of the Sixth Amendment
Closing Date, each instance of the phrase “as of the Closing Date” set forth in
Section 3.19 and Section 3.21 of the Credit Agreement is hereby deleted and
replaced with the phrase “as of August 1, 2016”; 

            2.2       
Section 5.1. Effective as of the Sixth Amendment Closing Date,
each instance of the phrase “on the Closing Date” set forth in Section 5.1 of
the Credit Agreement is hereby deleted and replaced with the phrase “as of
August 1, 2016”. 

            2.3       
Section 3.19. Effective as of the Sixth Amendment Closing Date, the
first sentence of Section 3.19 of the Credit Agreement is hereby deleted and
replaced in its entirety as follows: 

            “Except
as set forth in Schedule 3.19, as of August 1, 2016, no Credit Party and
no Subsidiary of any Credit Party (a) has any Subsidiaries, (b) is engaged in
any joint venture or partnership with any other Person, or (c) owns any Stock of
any other Person.” 

            2.4       
Section 5.4(l) . Effective as of the Sixth Amendment Closing
Date, Section 5.4(l) of the Credit Agreement is hereby amended by
deleting the word “and” following “Northstar Healthcare Subco, LLC;”. 

            2.5       
Section 5.4(m) . Effective as of the Sixth Amendment Closing
Date, clause (v) of Section 5.4(m) of the Credit Agreement is
hereby amended and restated in its entirety as follows: 

     “(v)       
unless otherwise agreed to in writing by the Agent, no later than three (3)
Business Days prior to consummating such Investment, the Borrower Representative
shall have delivered to the Agent a certificate signed by a Responsible Officer
demonstrating, in reasonable detail, compliance with the foregoing clauses
(i) through (iv); and” 

            2.6       
Section 5.4. Effective as of the Sixth Amendment Closing Date,
Section 5.4 of the Credit Agreement is hereby amended by inserting the
following text as Section 5.4(n): 

     “one or
more Investments which in the aggregate will not exceed $2,000,000 at any time
outstanding in NH Anesthesia Health Network, PLLC.” 

            2.7       
Section 5.5(h) . Effective as of the Sixth 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 $7,050,000 at any time outstanding and shall at all times be
subject to the Plano Subordination Agreement.” 

-3- 




            2.8       
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 March 31, 2016 with “3.05 to 1.00” . 

            2.9       
Section 11.1. Effective as of the Sixth Amendment Closing Date,
Section 11.1 of the Credit Agreement is hereby amended by amending and
restating the definition of “Subsidiary” in its entirety as follows: 

            “‘Subsidiary’
means, with respect to any Person, any corporation, partnership, joint venture,
limited liability company, association or other entity, the management of which
is, directly or indirectly, controlled by, or of which an aggregate of more than
fifty percent (50%) of the voting Stock is, at the time, owned or controlled
directly or indirectly by, such Person or one or more Subsidiaries of such
Person; provided that (i) Plano Hospital shall not be considered a
Subsidiary of any Credit Party until such time that the Plano Debt has been
repaid in full and (ii) none of Athelite Holdings LLC, a Texas limited liability
company, Dallas Metro Surgery Center LLC, a Texas limited liability company, and
Nobilis Health Networks, Inc., a Texas nonprofit corporation, and their
respective subsidiaries shall be considered a Subsidiary of any Credit Party.”


            2.10     
Schedules to Credit Agreement and Guaranty and Security Agreement.
The information set forth in Annex 1 hereby amends and restates in
its entirety the information set forth in Schedules 1 through 5 to
the Guaranty and Security Agreement and Schedules 3.19, 3.21 and
5.1 of the Credit Agreement. By acknowledging and agreeing to this
Amendment, each of the undersigned hereby agrees that the information set forth
in Annex 1 may be attached to the Guaranty and Security Agreement and the
Credit Agreement, as applicable, and that the Collateral listed on Annex
1 to this Agreement shall be and become part of the Collateral referred to
in the Guaranty and Security Agreement and shall secure all Secured Obligations
(as defined in the Guaranty and Security Agreement). 

SECTION 3     CONSENT. 

            In
reliance upon the representations, warranties and covenants of the Credit
Parties contained in Section 6 hereof, and subject to the satisfaction of
each of the terms and conditions of this Amendment, including, without
limitation, those set forth in Section 7 hereof, Agent and Lenders hereby
consent to Parent and the Borrower entering into the Arizona Purchase Agreement,
subject to the prior review and approval of the Arizona Purchase Agreement by
Agent, in Agent’s sole discretion. The consent contained herein shall be limited
precisely as written and relate solely to above-specified Credit Parties
entering into the Arizona Purchase Agreement, and not, for the avoidance of
doubt, the consummation of the transactions contemplated thereby, which
transactions remain subject to the review and approval of the Lenders and Agent,
unless expressly permitted under the Credit Agreement. 

SECTION 4     LIMITED WAIVER.


            Subject
to the satisfaction of each of the terms and conditions of this Amendment,
including, without limitation, those set forth in Section 7 hereof, Agent
and Lenders party hereto hereby waive the Specified Events of Default;
provided that nothing in this Agreement is intended or shall be construed
to be a waiver by Agent or Lenders of any Default or Event of Default that may
currently exist or hereafter occur after giving effect to this Amendment, other
than, in each case, the Specified Events of Default. Solely with respect to the
Borrower’s Pledged Uncertificated Stock (as defined in the Guaranty and Security
Agreement) in Athelite Holdings LLC, the Agent and the Lenders hereby waive the
requirement set forth in Section 4.2 of the Guaranty and Security
Agreement to deliver a Control Agreement. 

-4- 




SECTION
5     ACKNOWLEDGMENTS 

            5.1       
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 under any
of the Loan Documents, are unconditionally owing by the Credit Parties, all
without offset, defense or counterclaim of any kind, nature or description
whatsoever. 

            5.2       
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. 

           
5.3        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. 

SECTION 6   
 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: 

            6.1       
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 (in
which event such representations and warranties were true and correct in all
material respects as of such earlier date) and except for changes therein
expressly permitted or expressly contemplated by the Credit Agreement or this
Amendment. 

            6.2       
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. 

           
6.3        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 or any Permitted Liens) on any of
its Properties or revenues. 

            6.4       
Events of Default. No Events of Default, other than the Specified
Events of Default, as waived in Section 4 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. 

-5- 




SECTION 7     CONDITIONS TO
EFFECTIVENESS

            7.1       
Conditions Precedent. 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
Sixth 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;

            (b)       
Agent shall have received the final execution copy of the Arizona Purchase
Agreement, in form and substance satisfactory to Agent, in its sole discretion;
and 

            (c)       
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. 

            7.2       
Conditions Subsequent. In addition, the Borrower shall satisfy (as
determined in Agent’s sole discretion) the following conditions subsequent on or
prior to August 22, 2016 (as such date may be extended by Agent in its sole
discretion, the “Post-Closing Date”), provided that if the
Borrower fails to satisfy such conditions subsequent by the Post-Closing Date,
then this Amendment and the limited waiver set forth herein shall automatically
and without further action be rendered null and void and the Specified Events of
Default shall be reinstated ab initio, it being expressly agreed that the
effect of such nullification and reinstatement will be to permit Agent and
Lenders, in their sole discretion, to exercise any and all of their rights and
remedies as if the limited waiver set forth herein never occurred; further
provided that if the Borrower fails to satisfy the condition subsequent set
forth in clause (a) below by the Post-Closing Date, the Borrower shall pay to
Agent on the Post-Closing Date, a sum equal to 0.50% of the aggregate amount of
the Commitments: 

            (a)       
The Borrower shall have delivered to Agent a joinder agreement with respect to
Plano Hospital together with each other document, instrument and agreement
related thereto as required pursuant to Section 4.13(b) of the Credit
Agreement or as otherwise requested by Agent in its reasonable discretion; and


            (b)       
The Borrower shall have delivered evidence in form and substance reasonably
satisfactory to Agent that 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 and (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. 

SECTION 8     [RESERVED].


SECTION 9     ADDITIONAL
COVENANTS AND PROVISIONS OF GENERAL APPLICATION 

            9.1       
Effect of this Amendment. Except for the amendments, consents, and
waivers expressly set forth and referred to in Section 2, Section
3, and/or Section 4, 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- 




            9.2       
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 and documented 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 reasonable expenses which shall
at any time be incurred or sustained by 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. 

            9.3       
Further Assurances. The parties hereto shall execute and
deliver such additional documents and take such additional action as may be
necessary or reasonably desirable to effectuate the provisions and purposes of
this Amendment. 

            9.4       
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. 

            9.5       
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 delivered in connection therewith, 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. 

            9.6       
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, in each case, 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; 

-7- 




            (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 designees violates the
foregoing covenant, such Credit Party and its successors, assigns, and
designees, 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 other Loan Documents. 

            9.7       
Entire Agreement. This Amendment (together with the other Loan
Documents) 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. 

            9.8       
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).

            9.9       
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.

-8- 




            9.10    
 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] 

-9- 




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



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






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


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






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


NORTHSTAR HEALTHCARE ACQUISITIONS, L.L.C. 
SIXTH 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 K.
      Maruca                                                   
      
	 	Name: Matthew K. Maruca 
	 	Title: General Counsel
  



	 	NORTHSTAR HEALTHCARE MANAGEMENT
      COMPANY, LLC 



	 	By: Northstar Healthcare
      Acquisitions, L.L.C., 
	 	its sole member 
	 	 
	 	By: /s/ Matthew K.
      Maruca                                                   
      
	 	Name: Matthew K. Maruca 
	 	Title: General Counsel
  



	 	NORTHSTAR HEALTHCARE SURGERY CENTER –
      HOUSTON, LLC 



	 	By: Northstar Healthcare
      Acquisitions, L.L.C., 
	 	its sole member 
	 	 
	 	By: /s/ Matthew K.
      Maruca                                                   
      
	 	Name: Matthew K. Maruca 
	 	Title: General Counsel
  



	 	NORTHSTAR HEALTHCARE SURGERY CENTER –
      SCOTTSDALE, LLC 



	 	By: Northstar Healthcare
      Acquisitions, L.L.C., 
	 	its sole manager 
	 	 
	 	By: /s/ Matthew K.
      Maruca                                                   
      
	 	Name: Matthew K. Maruca 
	 	Title: General Counsel
  



	 	NORTHSTAR HEALTHCARE SUBCO, L.L.C.

	 	 
	 	By: /s/ Matthew K.
      Maruca                                                   
      
	 	Name: Matthew K. Maruca 
	 	Title: General Counsel 


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






	 	NORTHSTAR HEALTHCARE LIMITED PARTNER,
      L.L.C. 
	 	 
	 	By: /s/ Matthew K.
      Maruca                                                   
      
	 	Name: Matthew K. Maruca 
	 	Title: General Counsel 
	 	 
	 	NORTHSTAR HEALTHCARE GENERAL PARTNER,
      L.L.C. 
	 	 
	 	By: /s/ Matthew K.
      Maruca                                                   
      
	 	Name: Matthew K. 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 K.
      Maruca                                                   
      
	 	Name: Matthew K. Maruca 
	 	Title: General Counsel
  



	 	ATHAS HEALTH LLC




	 	By: Northstar Healthcare Subco,
      L.L.C., its sole member 
	 	 
	 	By: /s/ Matthew K.
      Maruca                                                   
      
	 	Name: Matthew K. Maruca 
	 	Title: General Counsel
  



	 	ATHAS ADMINISTRATIVE LLC




	 	By: Athas Health LLC, its sole
      member 
	 	 
	 	By: /s/ Matthew K.
      Maruca                                                   
      
	 	Name: Matthew K. Maruca 
	 	Title: General Counsel
  



	 	ATHAS HOLDINGS LLC




	 	By: Athas Health LLC, its sole
      member 
	 	 
	 	By: /s/ Matthew K.
      Maruca                                                   
      
	 	Name: Matthew K. Maruca 
	 	Title: General Counsel
  


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






	 	FIRST NOBILIS HOSPITAL MANAGEMENT,
      LLC 
	 	 
	 	By: /s/ Matthew K.
      Maruca                                                   
      
	 	Name: Matthew K. Maruca 
	 	Title: General Counsel 
	 	 
	 	NOBILIS HEALTH MARKETING, LLC 
	 	 
	 	By: /s/ Matthew K.
      Maruca                                                   
      
	 	Name: Matthew K. Maruca 
	 	Title: General Counsel 
	 	 
	 	PEAK SURGEON INNOVATIONS, LLC 
	 	 
	 	By: /s/ Matthew K.
      Maruca                                                   
      
	 	Name: Matthew K. Maruca 
	 	Title: General Counsel 
	 	 
	 	PEAK NEUROMONITORING ASSOCIATES –
      TEXAS II, LLC 
	 	 
	 	By: /s/ Matthew K.
      Maruca                                                   
      
	 	Name: Matthew K. Maruca 
	 	Title: General Counsel 
	 	 
	 	 
	 	NOBILIS SURGICAL ASSIST, LLC 
	 	 
	 	By: /s/ Matthew K.
      Maruca                                                   
      
	 	Name: Matthew K. Maruca 
	 	Title: General Counsel 
	 	 
	 	SOUTHWEST HOUSTON SURGICAL ASSIST,
      LLC 
	 	 
	 	By: /s/ Matthew K.
      Maruca                                                   
      
	 	Name: Matthew K. Maruca 
	 	Title: General Counsel 
	 	 
	 	SOUTHWEST FREEWAY SURGERY CENTER,
      LLC 
	 	 
	 	By: /s/ Matthew K.
      Maruca                                                   
      
	 	Name: Matthew K. Maruca 
	 	Title: General Counsel 


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






	 	CENTRAL MEDICAL SOLUTIONS, LLC 
	 	 
	 	By: /s/ Matthew K.
      Maruca                                                   
      
	 	Name: Matthew K. Maruca 
	 	Title: General Counsel 
	 	 
	 	PERIMETER ROAD SURGICAL HOSPITAL, LLC
  
	 	 
	 	By: /s/ Matthew K.
      Maruca                                                   
      
	 	Name: Matthew K. Maruca 
	 	Title: General Counsel 


NORTHSTAR HEALTHCARE ACQUISITIONS, L.L.C. 
SIXTH 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 K.
      Maruca                                                    
    
	 	Name: Matthew K. Maruca 
	 	Title: General Counsel
  



	 	KUYKENDAHL ROAD SURGICAL HOSPITAL,
      LLC 
	 	 
	 	By: /s/ Matthew K.
      Maruca                                                   
      
	 	Name: Matthew K. Maruca 
	 	Title: General Counsel 
	 	 
	 	PREMIER HEALTH SPECIALISTS, LLC 
	 	 
	 	By: /s/ Matthew K.
      Maruca                                                   
      
	 	Name: Matthew K. Maruca 
	 	Title: General Counsel 
	 	 
	 	CONCERTIS, LLC 
	 	 
	 	By: /s/ Matthew K.
      Maruca                                                   
      
	 	Name: Matthew K. Maruca 
	 	Title: General Counsel 


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