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





November 30, 2015 

Northstar Healthcare Acquisitions, L.L.C. 
11700 Katy
Freeway, Ste. 300 
Houston, TX 77079 
Attention: Matt Maruca 

	 	Re: 	Conditional Waiver 


Ladies and Gentlemen: 

Reference is made to that certain Credit Agreement, dated as of
March 31, 2015 (as amended, restated, amended and restated, extended, replaced,
refinanced, supplemented or otherwise modified from time to time, the “Credit
Agreement”), by and among NORTHSTAR HEALTHCARE ACQUISITIONS, L.L.C.,
a Delaware limited liability company (“Borrower”), the other Credit
Parties party thereto, the financial institutions party thereto 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 Lenders (in such
capacity, the “Agent”), and as a Lender and Swingline Lender. All
capitalized terms used in this letter (this “Waiver Letter”) and not
otherwise defined herein shall have the respective meanings given such terms in
the Credit Agreement. 

Agent and the Lenders have been made aware that certain Events
of Default have occurred and are continuing under subsection 7.1(c) of
the Credit Agreement as a result of the Borrowers’ failure to deliver to Agent
statements of cash flows for the Credit Parties as set forth in subsection
4.1(b) of the Credit Agreement for Fiscal Quarters ending June 30, 2015 and
September 30, 2015 in contravention of subsection 4.1(b) of the Credit
Agreement (the “Specified Event of Default”). 

In consideration of the premises, covenants and agreements
contained herein, and for other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, Agent and the undersigned Lenders
hereby waive the Specified Event of Default; provided, however,
that the Borrower shall deliver to Agent, each in form and substance reasonably
satisfactory to Agent, (i) capital expenditure and depreciation and amortization
figures for the Credit Parties in accordance with, and within the deadlines
prescribed by, subsection 4.2(b) of the Credit Agreement in form and
substance reasonably satisfactory to Agent and (ii) on or before December 31,
2015, a Joinder Agreement with respect to each of Central Medical Solutions LLC
and Perimeter Road Surgical Hospital, LLC, together with each other document,
instrument and agreement related thereto as required pursuant to the Credit
Agreement (including, but not limited to subsection 3.19, subsection
4.13(b), and subsection 5.4(m) (other than delivery of the
certificate referenced in subsection 5.4(m)(v) of the Credit Agreement,
which is hereby waived by Agent)) or as otherwise requested by Agent in its
reasonable discretion (collectively with the requirements set forth in the
foregoing clause (i), the “Conditional Waiver Requirements”);
provided further, that if the Borrower fails to satisfy the
Conditional Waiver Requirements, then the conditional 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 the Agent and Lenders, in their sole discretion, to exercise any and
all of their rights and remedies as if the waiver set forth herein never
occurred. 

Except for the conditional waiver expressly set forth herein,
the Credit Agreement and each of the other Loan Documents shall remain unchanged
and in full force and effect. Nothing in this Waiver Letter shall be deemed to permanently modify the provisions of the
Credit Agreement or any other Loan Document through course of conduct, course of
dealing or otherwise.

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This Waiver Letter shall not become effective until signed by
Agent and the Required Lenders and accepted and agreed to in writing by the
Borrower. This Waiver Letter is a Loan Document and contains the complete and
entire understanding of the parties with respect to the subject matters hereof.
By signing below, the Borrower acknowledges and agrees that the failure by the
Borrower or any other Credit Party to comply or ensure compliance by the other
Credit Parties with any term or provision of this Waiver Letter shall constitute
an Event of Default under the Credit Agreement. 

THIS WAIVER LETTER SHALL BE GOVERNED BY THE LAWS OF THE
STATE OF NEW YORK. This Waiver Letter may be executed in identical
counterparts, each of which shall constitute an original.

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

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	 	Very truly yours, 
	 	 
	 	HEALTHCARE FINANCIAL SOLUTIONS,
      LLC, 
	 	as Agent, Lender and Swingline Lender
    
	 	 
	 	 
	 	By: 	/s/ R.
      Hanes Whiteley 
	 	Name: R. Hanes Whiteley 
	 	Title: Its Duly Authorized Signatory
    


NORTHSTAR HEALTHCARE ACQUISITIONS, L.L.C. 
CONDITIONAL WAIVER
LETTER 
SIGNATURE PAGE





	 	ACCEPTED AND AGREED: 
	 	  
	 	  
	 	BORROWER: 
	 	  
	 	NORTHSTAR HEALTHCARE ACQUISITIONS,
      
	 	L.L.C. 
	 	  
	 	By: 	/s/
      Kenneth Klein 
	 	Name: 	Kenneth Klein 
	 	Title: 	Chief
      Financial Officer  


NORTHSTAR HEALTHCARE ACQUISITIONS, L.L.C. 
CONDITIONAL WAIVER
LETTER 
SIGNATURE PAGE