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





THIRD AMENDMENT TO CREDIT AGREEMENT 

THIS THIRD AMENDMENT TO CREDIT AGREEMENT (this
“Amendment”), is made and entered into as of November 30, 2015 (the
“Third Amendment Effective Date”), among NORTHSTAR HEALTHCARE
ACQUISITIONS, L.L.C., a Delaware limited liability company (the
“Borrower”), the other Credit Parties party hereto, the financial
institutions party hereto from time to time (collectively, the “Lenders”
and individually each a “Lender”), and HEALTHCARE FINANCIAL SOLUTIONS,
LLC, a Delaware limited liability company (as the successor in interest to
GENERAL ELECTRIC CAPITAL CORPORATION), as administrative agent for the
Secured Parties (in such capacity, the “Agent”), and as a Lender, and
Swingline Lender.

W I T
N E S
S E T
H: 

WHEREAS, the Borrower, the other Credit Parties party
thereto, the Lenders party thereto and Agent are parties to that certain Credit
Agreement, dated as of March 31, 2015 (as amended, restated, supplemented or
otherwise modified from time to time, the “Credit Agreement”), pursuant
to which the Lenders committed to make certain loans and other financial
accommodations to the Borrower upon the terms and conditions set forth therein;


WHEREAS, the Borrower and the other Credit Parties have
requested that Agent and the Lenders (a) amend the form of Compliance
Certificate set forth in the Credit Agreement and (b) amend certain provisions
of the Credit Agreement as more fully described herein; and 

WHEREAS, Agent and the Lenders are willing to amend
certain provisions of the Credit Agreement, all subject to and in accordance
with the terms and conditions specified herein. 

NOW, THEREFORE, in consideration of the foregoing, and
the respective agreements, warranties and covenants contained herein, the
parties hereto agree, covenant, and warrant as follows: 

SECTION 1. DEFINITIONS. 

1.1   
 Interpretation. All capitalized terms used herein
(including the recitals hereto) shall have the respective meanings assigned
thereto in the Credit Agreement unless otherwise defined herein. 

SECTION 2. AMENDMENTS. 

Subject to the terms and conditions of this Amendment,
including, without limitation, the representations, warranties, and covenants in
Section 5 hereof and the conditions precedent to the effectiveness of
this Amendment in Section 6 hereof, effective as of the date hereof, the
Credit Agreement is hereby amended as follows: 

2.1     Form of Compliance
Certificate. Exhibit 4.2(b) to the Credit Agreement is hereby amended
and restated in its entirety with the form of Exhibit 4.2(b) attached
hereto. 

SECTION 3. ACKNOWLEDGMENTS 

3.1     Acknowledgment of
Obligations. All Obligations, together with interest accrued and accruing
thereon, and fees, costs, expenses and other charges now or hereafter payable by
the Credit Parties to the Lenders, are unconditionally owing by the Credit
Parties, all without offset, defense or counterclaim of any kind, nature or
description whatsoever. 




3.2     Acknowledgment of
Liens. Each of the Credit Parties hereby acknowledges, confirms and agrees
that Agent on behalf of the Lenders has and shall continue to have valid,
enforceable and perfected first priority Liens (subject to certain Permitted
Liens) upon and security interests in the Collateral heretofore granted by the
Credit Parties to Agent on behalf of the Lenders pursuant to the Loan Documents.


3.3     Binding Effect of
Documents. Each of the Credit Parties hereby acknowledges, confirms and
agrees that: (a) each of the Loan Documents to which it is a party has been duly
executed and delivered to Agent, and each is in full force and effect as of the
date hereof, (b) the agreements and obligations of each Credit Party contained
in the Loan Documents and in this Amendment constitute the legal, valid and
binding obligations of such Credit Party, enforceable against it in accordance
with their respective terms, except as enforceability may be limited by
applicable bankruptcy, insolvency, reorganization, moratorium or similar laws
affecting the enforcement of creditors’ rights generally or by equitable
principles relating to enforceability, and no Credit Party has a valid defense
to the enforcement of such obligations and (c) Agent and the Lenders are and
shall be entitled to the rights, remedies and benefits provided for them in the
Loan Documents and applicable law. 

SECTION 4. REPRESENTATIONS, WARRANTIES AND COVENANTS


Borrower and each of the other Credit Parties hereby further
represent, warrant, and covenant with and to Agent and the Lenders as follows:


4.1     Representations
and Warranties. After giving effect to this Amendment, each of the
representations and warranties made by or on behalf of the Credit Parties to
Agent and the Lenders in all of the Loan Documents was true and correct in all
material respects when made and is true and correct in all material respects on
and as of the date of this Amendment with the same full force and effect as if
each of such representations and warranties had been made by such Person on the
date hereof and in this Amendment, except to the extent that such representation
and warranty expressly relates to an earlier date and except for changes therein
expressly permitted or expressly contemplated by the Credit Agreement. 

4.2     Binding Effect of
Documents. This Amendment and the other Loan Documents have been duly
executed and delivered to Agent and the Lenders by the Borrower and each of the
other Credit Parties and are in full force and effect, as modified hereby. 

4.3     No Conflict, Etc.
The execution and delivery and performance of this Amendment by the Borrower
and each of the other Credit Parties will not violate any federal, state or any
other material law, rule, regulation or order or material contractual obligation
of such Person in any material respect and will not result in, or require, the
creation or imposition of any Lien (other than the Liens created by the
Collateral Documents) on any of its Properties or revenues. 

4.4     Events of
Default. Immediately after giving effect to this Amendment, no Events of
Default are continuing as of the date hereof. The parties hereto acknowledge,
confirm, and agree that any material misrepresentation by any Credit Party or
any failure of any Credit Party to comply with the covenants, conditions and
agreements contained in this Amendment shall constitute an Event of Default
under the Credit Agreement. 

SECTION 5. CONDITIONS TO EFFECTIVENESS

The effectiveness of the terms and provisions of this Amendment
shall be subject to each of the following conditions precedent having been
satisfied as determined in Agent’s sole discretion prior to the Third Amendment
Effective Date: 

-2- 




(a)     Agent shall have received one or
more counterparts of this Amendment, duly executed and delivered by the Credit
Parties and the Lenders; and 

(b)     All reasonable out-of-pocket costs
and expenses referenced in Section 9.5 of the Credit Agreement that have
been invoiced to the Borrower shall have been paid or reimbursed by the
Borrower, including, without limitation, those relating to this Amendment. 

SECTION 6. PROVISIONS OF GENERAL APPLICATION 

6.1     Effect of this
Amendment. Except for the amendments expressly set forth and referred to in
Section 2, no other changes or modifications to the Loan Documents are
intended or implied and in all other respects the Loan Documents are hereby
specifically ratified and confirmed by all parties hereto as of the date hereof.
In the event of any conflict between the terms of this Amendment and the other
Loan Documents, the terms of this Amendment shall control. Nothing in this
Amendment is intended, or shall be construed, to constitute a novation or an
accord and satisfaction of any Credit Party’s Obligations under or in connection
with the Credit Agreement or any of the other Loan Documents or to modify,
affect or impair the perfection or continuity of Agent’s security interests in,
security titles to or other Liens on any Collateral for the Obligations. The
Credit Agreement and this Amendment shall be read and construed as one
agreement. Agent and Lenders hereby notify the Credit Parties that, effective
from and after the date of this Amendment, Agent, and Lenders intend to enforce
all of the provisions of the Loan Documents and that Agent and Lenders expect
that the Credit Parties will strictly comply with the terms of the Loan
Documents from and after this date. 

6.2     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 fees and out-of-pocket disbursements of any counsel to
Agent in connection with the preparation, negotiation, execution, or delivery of
this Amendment and any agreements delivered in connection herewith and expenses
which shall at any time be incurred or sustained by Agent or any participant of
Agent or any of its respective directors, officers, employees or agents as a
consequence of or in any way in connection with the preparation, negotiation,
execution, or delivery of this Amendment and any agreements prepared,
negotiated, executed or delivered in connection herewith. 

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

6.4     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. 

6.5     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, 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. 

6.6     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, with
respect to matters arising out of, in connection with or related to:  

-3- 




(i)     any and all obligations owed or
owing to any Releasee under any document evidencing financial arrangements by,
among and between such Releasee and any Credit Party, relating to the Credit
Agreement, and including, but not limited to, the administration or funding
thereof; 

(ii)     the Credit Agreement and
indebtedness evidenced and secured thereby; or 

(iii)     any other agreement or
  transaction between any Credit Party and any Releasee entered into in connection
  with the Credit Agreement. 

(b)      Does hereby covenant and
agree never to institute or cause to be instituted or continued prosecution of
any suit or other form of action or proceeding of any kind or nature whatsoever
against any Releasee by reason of or in connection with any of the foregoing
matters, claims or causes of action; provided, however, that the
foregoing release and covenant not to sue shall not apply to any claim arising
after the date of this Amendment with respect to acts, occurrences or events
after the date of this Amendment; and, further provided that the
foregoing release and covenant not to sue shall not apply to any rights or
claims, if any, of any third party creditors of any Credit Party. If any Credit
Party or any of its successors, assigns or other legal representations violates
the foregoing covenant, such Credit Party and its successors, assigns and legal
representatives, jointly and severally agree to pay, in addition to such other
damages as any Releasee may sustain as a result of such violation, all
attorneys’ fees and costs incurred by any Releasee as a result of such
violation. 

(c)      Does hereby expressly
acknowledge and agree that the covenants and agreements of Agent and the Lenders
contained in this Amendment shall not be construed as an admission of any
wrongdoing, liability or culpability on the part of Agent or any Lender or as
any admission by Agent or any Lender of the existence of claims by any Credit
Party against Agent, the Lenders or any other Releasee. Each Credit Party, Agent
and the Lenders acknowledge and agree that the value to the Credit Parties of
the covenants, consents and agreements on the part of Agent and the Lenders
contained in this Amendment substantially and materially exceed any and all
value of any kind or nature whatsoever of any claims or other liabilities waived
or released by the Credit Parties. 

(d)      Notwithstanding anything
contained in this Amendment, the general release set forth in this Amendment
shall not extend to and shall not include any duties or obligations of Agent or
the Lenders in the Credit Agreement as modified by this Amendment or in any of
the Loan Documents. 

6.7      Entire
Agreement. This Amendment expresses the entire understanding and agreement
of the parties hereto with respect to the subject matter hereof and supersedes
all prior understandings, negotiations, correspondence and agreements of the
parties regarding such subject matter. 

6.8      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).

-4- 




6.9     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.

6.10     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] 

-5- 




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. 
THIRD AMENDMENT TO
CREDIT AGREEMENT 
SIGNATURE PAGE





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


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





	 	CREDIT PARTIES: 
	 	  
	 	NORTHSTAR HEALTHCARE HOLDINGS, INC.
  
	 	  
	 	By: _/s/ Kenneth
      Klein______________________ 
	 	Name: Kenneth Klein 
	 	Title: Chief Financial
      Officer______________ 
	 	  
	 	NOBILIS HEALTH CORP. 
	 	  
	 	By: _/s/ Kenneth
      Klein_______________________ 
	 	Name: _Kenneth
      Klein_______________________ 
	 	Title: Chief Financial
      Officer_________________ 


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





	 	NORTHSTAR HEALTHCARE NORTHWEST 
	 	HOUSTON MANAGEMENT, LLC 
	 	  
	 	           
             By: Northstar Healthcare Acquisitions, L.L.C.,
    
	 	           
             its sole manager 
	 	  
	 	           
             By:_/s/ Kenneth Klein_________________
    
	 	           
             Name: Kenneth Klein_________________
  
	 	           
             Title: Chief Financial Officer_________
    
	 	  
	 	NORTHSTAR HEALTHCARE MANAGEMENT 
	 	COMPANY, LLC 
	 	  
	 	           
             By: Northstar Healthcare Acquisitions, L.L.C.,
    
	 	           
             its sole member 
	 	  
	 	           
             By:__/s/ Kenneth Klein_________________
    
	 	           
             Name: Kenneth Klein___________________
    
	 	           
             Title: Chief Financial
      Officer____________ 
	 	  
	 	NORTHSTAR HEALTHCARE SURGERY 
	 	CENTER – HOUSTON, LLC 
	 	  
	 	           
             By: Northstar Healthcare Acquisitions, L.L.C.,
    
	 	           
             its sole member 
	 	  
	 	           
             By:_/s/ Kenneth Klein__________________
    
	 	           
             Name: Kenneth Klein__________________
  
	 	           
             Title: _Chief Financial Officer_________ 
	 	  
	 	NORTHSTAR HEALTHCARE SURGERY 
	 	CENTER – SCOTTSDALE, LLC 
	 	  
	 	           
             By: Northstar Healthcare Acquisitions, L.L.C.,
    
	 	           
             its sole manager 
	 	  
	 	           
             By:_/s/ Kenneth Klein_________________
    
	 	           
             Name: _Kenneth Klein_________________
  
	 	           
             Title: Chief Financial Officer__________
    
	 	  
	 	NORTHSTAR HEALTHCARE SUBCO, L.L.C.

	 	  
	 	By: _/s/ Kenneth
      Klein______________________ 
	 	Name: _Kenneth
      Klein_____________________ 
	 	Title: Chief Financial
      Officer_______________ 
	 	  
	 	NORTHSTAR HEALTHCARE LIMITED 
	 	PARTNER, L.L.C. 
	 	  
	 	By: _/s/ Kenneth
      Klein______________________ 
	 	Name: Kenneth
      Klein________________________ 
	 	Title: Chief Financial
      Officer_________________ 


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





	 	NORTHSTAR HEALTHCARE GENERAL
    
	 	PARTNER, L.L.C. 
	 	  
	 	By: /s/ Kenneth
      Klein_______________________ 
	 	Name: Kenneth
      Klein_______________________ 
	 	Title: Chief Financial
      Officer________________ 
	 	  
	 	THE PALLADIUM FOR SURGERY –
      DALLAS, 
	 	LTD. 
	 	  
	 	                   By:
      Northstar Healthcare General Partner, 
	 	         
               L.L.C., its sole general partner 
	 	  
	 	                   By:_/s/
      Kenneth Klein________________ 
	 	         
               Name: _Kenneth
      Klein________________ 
	 	         
               Title: Chief Financial
      Officer__________ 
	 	  
	 	ATHAS HEALTH LLC 
	 	  
	 	         
               By: Northstar Healthcare Subco, L.L.C.,
      its sole 
	 	         
               member 
	 	  
	 	                   By:
      _/s/ Kenneth Klein_______________ 
	 	                   Name:
      _Kenneth Klein_______________ 
	 	         
               Title: Chief Financial
      Officer__________ 
	 	  
	 	ATHAS ADMINISTRATIVE LLC

	 	  
	 	                   By:
      Athas Health LLC, its sole member 
	 	  
	 	         
               By: /s/ Kenneth
      Klein__________________ 
	 	         
               Name: Kenneth
      Klein__________________ 
	 	         
               Title: Chief Financial
      Officer___________ 
	 	  
	 	ATHAS HOLDINGS LLC 
	 	  
	 	                   By:
      Athas Health LLC, its sole member 
	 	  
	 	         
               By: /s/ Kenneth
      Klein__________________ 
	 	         
               Name: _Kenneth
      Klein__________________ 
	 	                   Title:
      _Chief Financial Officer__________ 
	 	  
	 	FIRST NOBILIS HOSPITAL
      MANAGEMENT, 
	 	LLC 
	 	  
	 	By: 	/s/ Kenneth Klein  
	 	Name: 	Kenneth Klein  
	 	Title: 	Chief Financial Officer  


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





	 	NOBILIS HEALTH MARKETING, LLC
    
	 	 
	 	By: 	/s/
      Kenneth Klein  
	 	Name: 	Kenneth Klein  
	 	Title: 	Chief
      Financial Officer  
	 	 
	 	PEAK SURGEON INNOVATIONS, LLC
    
	 	 
	 	By: 	/s/
      Kenneth Klein  
	 	Name: 	Kenneth Klein  
	 	Title: 	Chief
      Financial Officer  
	 	 
	 	PEAK NEUROMONITORING 
	 	MANAGEMENT, LLC 
	 	 
	 	By:	 /s/ Kenneth Klein  
	 	Name: 	Kenneth Klein  
	 	Title: 	Chief
      Financial Officer  
	 	 
	 	PEAK NEUROMONITORING ASSOCIATES
      – 
	 	TEXAS II, LLC 
	 	 
	 	By:	 /s/ Kenneth Klein  
	 	Name: 	Kenneth Klein  
	 	Title: 	Chief
      Financial Officer  
	 	 
	 	PEAK NEUROMONITORING ASSOCIATES
      – 
	 	LOUISIANA, LLC 
	 	 
	 	By: 	/s/ Kenneth Klein  
	 	Name: 	Kenneth Klein  
	 	Title: 	Chief Financial Officer  
	 	 
	 	PEAK NEUROMONITORING ASSOCIATES
      – 
	 	FLORIDA, LLC 
	 	 
	 	By:	 /s/ Kenneth Klein  
	 	Name: 	Kenneth Klein  
	 	Title: 	Chief
      Financial Officer  
	 	 
	 	PEAK NEUROMONITORING ASSOCIATES
      – 
	 	OHIO, LLC 
	 	 
	 	By: 	/s/
      Kenneth Klein  
	 	Name: 	Kenneth Klein  
	 	Title: 	Chief
      Financial Officer  


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





	 	PEAK NEUROMONITORING ASSOCIATES
      – 
	 	MICHIGAN, LLC 
	 	 
	 	By: 	/s/
      Kenneth Klein  
	 	Name: 	Kenneth Klein  
	 	Title: 	Chief
      Financial Officer  
	 	 
	 	NOBILIS SURGICAL ASSIST, LLC
    
	 	 
	 	By: 	/s/
      Kenneth Klein  
	 	Name: 	Kenneth Klein  
	 	Title: 	Chief
      Financial Officer  
	 	 
	 	SOUTHWEST HOUSTON SURGICAL
  
	 	ASSIST, LLC 
	 	 
	 	By: 	/s/
      Kenneth Klein  
	 	Name: 	Kenneth Klein  
	 	Title: 	Chief
      Financial Officer  
	 	 
	 	SOUTHWEST FREEWAY SURGERY
  
	 	CENTER, LLC 
	 	 
	 	By: 	/s/
      Kenneth Klein  
	 	Name: 	Kenneth Klein  
	 	Title: 	Chief
      Financial Officer  


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




FORM OF
 EXHIBIT 4.2(b) 
COMPLIANCE CERTIFICATE


NORTHSTAR HEALTHCARE ACQUISITIONS, L.L.C. 

Date: _______________, 20__ 

This Compliance Certificate (this “Certificate”) is
given by NORTHSTAR HEALTHCARE ACQUISITIONS, L.L.C., a Delaware limited liability
company (the “Borrower”), pursuant to Section 4.2(b) of that certain
Credit Agreement dated as of March 31, 2015, among the Borrower, the other
Credit Parties party thereto from time to time, HEALTHCARE FINANCIAL SOLUTIONS,
LLC, a Delaware limited liability company (as the successor in interest to
GENERAL ELECTRIC CAPITAL CORPORATION), as administrative agent for the Secured
Parties (in such capacity, the “Agent”), and the Lenders party thereto
(as such agreement may be amended, restated, supplemented or otherwise modified
from time to time, the “Credit Agreement”). Capitalized terms used herein
without definition shall have the meanings set forth in the Credit Agreement.


The officer executing this Certificate is a Responsible Officer
of the Borrower and Parent and as such is duly authorized to execute and deliver
this Certificate on behalf of the Borrower. By executing this Certificate, such
officer hereby certifies to Agent, the Lenders and the L/C Issuers, on behalf of
the Borrower and Parent, that: 

(a)     the financial statements delivered
with this Certificate in accordance with Section 4.1(a) and/or Section 4.1(b) of
the Credit Agreement are correct and complete and fairly present, in all
material respects, in accordance with GAAP the financial position and the
results of operations of Parent the Borrower and its Subsidiaries as of
the dates of and for the periods covered by such financial statements (subject,
in the case of interim financial statements, to normal year-end adjustments and
the absence of footnote disclosure); 

(b)     [Borrower Note: Include this
paragraph only with respect to Certificates delivered for the last fiscal month
of each Fiscal Quarter] Annex A hereto includes a correct
calculation of EBITDA. Adjusted EBITDA, Cash Flow and Net Interest Expense for
the relevant periods ended ___________, 20__; Annex B includes a correct
calculation of each of the financial covenants contained in Article VI of
the Credit Agreement for the relevant periods ended ____________, 20__]
[Borrower Note: Include following re Excess Cash Flow only for Certificate
delivered for end of applicable Fiscal Years] [and Excess Cash Flow
(including a correct calculation of any required prepayment) for the Fiscal Year
ended [December 31, 20__]; 

(c)     [Borrower Note: Include this
paragraph only with respect to Certificates delivered for the last fiscal month
of each Fiscal Quarter] as of ___________, 20__, no Credit Party or any
Subsidiary of any Credit Party owns any Margin Stock [, except as specified
on Annex C attached hereto]. 

(d)     to the best of such officer’s
knowledge, no Default or Event of Default exists [except as specified on
Annex C attached hereto]; and 

(f)     since the Closing Date and except
as disclosed in prior Certificates delivered to Agent, no Credit Party and no
Subsidiary of any Credit Party has: 

1 




(i)     changed its legal name, identity,
jurisdiction of incorporation, organization or formation or organizational
structure or formed or acquired any Subsidiary except as follows:
____________________________________; 

(ii)     acquired all or substantially all of
the assets of, or merged or consolidated with or into, any Person, except as
follows:_____________________________________; or 

(iii)   changed its address or otherwise relocated,
acquired fee simple title to any real property or entered into any real property
leases, except as follows:
___________________________________________________. 

IN WITNESS WHEREOF, the Borrower has caused this Certificate to
be executed by one of its Responsible Officers this _____day of _______________,
20__. 

	 	 
	 	 
	 	Name: 	 
	 	Title: 	 


Note: Unless otherwise specified, all financial covenants are
calculated for the Defined Financial Group in accordance with GAAP. All
calculations are without duplication. 

2 





	ANNEX A 
	TO COMPLIANCE CERTIFICATE 
	Selected Financial Definitions and Calculations
  



	I. 	
      Definition/Calculation of EBITDA/Adjusted
      EBITDA



EBITDA is defined as follows: 

	A. 	
      Net income (or loss) for the applicable period of
      measurement of the Defined Financial Group determined in accordance with
      GAAP
	 	 


Less (or plus), to the extent included above in net income (or
loss) for such period: 

	 	(1) 	
      the income (or loss) of any Person accrued prior to the
      date it becomes a Credit Party or is merged into or consolidated with the
      Borrower or any other Credit Party or that Person’s assets are acquired by
      the Borrower or any other Credit Party
	 	 
	 	 	 	 	 
	 	(2) 	
      gains (or losses) from the sale, exchange, transfer or
      other disposition of Property or assets not in the Ordinary Course of
      Business of the Defined Financial Group, and related tax effects in
      accordance with GAAP
	 	 
	 	 	 	 	 
	 	(3) 	
      any other extraordinary gains (or losses) of the Defined
      Financial Group, and related tax effects in accordance with GAAP
	 	 
	 	 	 	 	 
	 	(4) 	
      income tax refunds received, in excess of income tax
      liabilities for such period
	 	 



	B. 	
      Total exclusions from (additions to) net income (sum of
      (1)-(5) above) 
	 	 


Plus, without duplication, to the extent included in the
calculation of net income (or loss) for such period: 

	 	(1) 	
      Depreciation and amortization 
	 	 
	 	 	 	 	 
	 	(2) 	
      Interest expense (less interest income) (net of realized
      gains and losses under permitted Rate Contracts with respect
    thereto)
	 	 
	 	 	 	 	 
	 	(3) 	
      All taxes on or measured by income (excluding income tax
      refunds) including, without duplication, Tax Distributions paid in cash in
      accordance with Section 5.11(d) of the Credit Agreement
	 	 
	 	 	 	 	 
	 	(4) 	
      All non-cash losses or expenses (or minus non-cash income
      or gain), including, without limitation, non-cash adjustments resulting
      from the application of purchase accounting, non-cash expenses arising
      from grants of stock appreciation rights, stock options or restricted
      stock, non-cash impairment of good will and other long term intangible
      assets, unrealized non-cash losses (or minus unrealized non-cash gains)
      under Rate Contracts, unrealized non-cash losses (or minus unrealized
      non-cash gains) in such period due solely to fluctuations in currency
      values, but excluding any non- cash loss or expense (a) that is an accrual
      of a reserve for a cash expenditure or payment to be made, or anticipated
      to be made, in a future period or (b)
	 	 
	 	 	 	 	 
	 		
      relating to a write-down, write off or reserve with
      respect to Accounts and Inventory
	 	 
	 	 	 	 	 
	 	(5) 	
      Fees and expenses incurred in connection with the
      negotiation, execution and delivery on the Closing Date of the Loan
      Documents, to the extent that such fees and expenses do not exceed $630,143 in the aggregate
for all fees and expenses and are disclosed to Agent 
	 	 


A-1 





	ANNEX A 
	TO COMPLIANCE CERTIFICATE 
	Selected Financial Definitions and Calculations
  



	 	(6) 	
      Fees and reasonable and documented out-of-pocket expenses
      incurred in connection with any amendments or waivers to the Credit
      Agreement and the other Loan Documents to the extent such fees and
      expenses have been disclosed to Agent 
	 	 
	 	 	 	 	 
	 	(7) 	
      Fees and expenses incurred in connection with (i) a
      Permitted Acquisition (including any refinancing of (or amendment to) any
      Indebtedness acquired or assumed in connection therewith) or an Investment
      not in the ordinary course of business, (ii) a Disposition not in the
      ordinary course of business, (iii) Indebtedness incurred or Stock issued,
      in each instance in the foregoing clauses (i), (ii) and
      (iii), to the extent consummated and permitted under the Credit
      Agreement, and/or (iv) an Event of Loss, to the extent all such fees and
      expenses described in this clause (7) do not exceed $500,000 in
      the aggregate for any four consecutive Fiscal Quarter period
	 	 
	 	 	 	 	 
	 	(8) 	
      Fees and expenses (such fees and expenses described in
      this clause (8), collectively, “Unconsummated Transaction
      Fees”) incurred in connection with (i) a contemplated Permitted
      Acquisition or a contemplated Investment not in the ordinary course of
      business, (ii) a proposed incurrence of Indebtedness or proposed issuance
      of Stock, or (iii) a proposed Disposition not in the ordinary course of
      business, in each instance in the foregoing clauses (i), (ii)
      or (iii) which is not consummated and which is permitted under
      the Credit Agreement, to the extent all such Unconsummated Transaction
      Fees (a) do not exceed $250,000 in the aggregate for any four consecutive
      Fiscal Quarter period, and (b) are certified as such in a certificate of a
      Responsible Officer of the Borrower to Agent describing such fees and
      expenses in reasonable detail
	 	 
	 	 	 	 	 
	 	(9) 	
      One-time non-recurring or unusual expenses including,
      without limitation, severance costs, lease termination costs, relocation
      costs, restructuring charges and other one-time expenses not otherwise
      added back to EBITDA and certified as such in a certificate of a
      Responsible Officer of the Borrower describing such expenses in reasonable
      detail (collectively, “Non- Recurring Expenses”) in an
      aggregate amount not to exceed ten percent (10%) of EBITDA (calculated
      before the addback for Non-Recurring Expenses) in the aggregate for any
      four consecutive Fiscal Quarter period 
	 	 
	 	 	 	 	 
	 	(10) 	
      Proceeds of business interruption insurance received in
      cash during such period to the extent not included in the calculation of
      net income (or loss) for such period
	 	 
	 	 	 	 	 
	 	(11) 	
      Pro forma incremental earnings related to the Athas
      acquisition, which, for each of the trailing twelve month periods ended as
      of the date set forth below, shall not exceed the amounts set forth
      opposite such date:
	 	 



	 	January 31, 2015 	$ 8,146,204.84 	 	 	 
	 	 	 	 	 	 
	 	February 28, 2015 	$ 7,550,691.07 	 	 	 
	 	 	 	 	 	 
	 	March 31, 2015 	$ 6,947,702.22 	 	 	 
	 	 	 	 	 	 
	 	April 30, 2015 	$ 6,157,836.67 	 	 	 
	 	 	 	 	 	 
	 	May 31, 2015 	$ 5,512,489.11 	 	 	 
	 	 	 	 	 	 
	 	June 30, 2015 	$ 4,755,887.62 	 	 	 
	 	 	 	 	 	 
	 	July 31, 2015 	$ 4,101,320.80 	 	 	 
	 	 	 	 	 	 
	 	August 31, 2015 	$ 3,381,222.56 	 	 	 
	 	 	 	 	 	 
	 	September 30, 2015 	$ 2,631,224.04 	 	 	 
	 	 	 	 	 	 
	 	October 31, 2015 	$ 1,766,607.81 	 	 	 
	 	 	 	 	 	 
	 	November 30, 2015 	$ 1,039,034.49 	 	 	 
	 	 	 	 	 	 
	 	December 31, 2015 	$ 0.00 	 	 	 
	 	 	 	 	 	 


A-2 





	ANNEX A 
	TO COMPLIANCE CERTIFICATE 
	Selected Financial Definitions and Calculations
  



	 	(12) 	
      One-time write-down of Accounts taken in November 2014 in
      an amount equal to $2,656,462.50 
	 	 
	 	 	 	 	 
	 	(13) 	
      Such other addbacks acceptable to Agent in its sole
      discretion 
	 	 



	C. 	
      Total add backs to net income (sum of (1)-(13)
      above): 
	 	 
	 	 	 	 
	D. 	
      EBITDA (result of A minus B plus C above)
      
	 	 


Adjusted EBITDA is defined as follows: 

	 	(i) 	
      EBITDA (per D above) 
	 	 
	 	 	 	 	 
	 	(ii) 	
      with respect to Targets owned by the Borrower for which
      the Agent has received financial statements pursuant to Section 4.1(b) for
      less than twelve (12) months, Pro Forma EBITDA allocated to each period
      prior to the acquisition thereof included in the trailing twelve (12)
      month period for which Adjusted EBITDA is being calculated;
      [Borrower Note: If more than one Target has been acquired, attach
      calculation of Pro Forma EBITDA for each Target]
	 	 
	 	 	 	 	 
	 	(iii) 	
      with respect to any Disposition consummated within the
      period in question, EBITDA attributable to the Subsidiary, profit centers,
      or other asset which is the subject of such Disposition from the beginning
      of such period until the date of consummation of such Disposition
	 	 



	Adjusted EBITDA (result of (i) plus (ii) minus
      (iii) above) 	 	 
	 	 	 
	“Pro Forma EBITDA” means, with respect to any Target,
      EBITDA for such Target for the most recent twelve (12) month period
    preceding the acquisition thereof.
	 	 


A-3 





	ANNEX A 
	TO COMPLIANCE CERTIFICATE 
	Selected Financial Definitions and Calculations
  



	II. 	
      Definition/Calculation of Cash
  Flow



Cash Flow (used for calculating Excess Cash Flow and Fixed
Charge Coverage Ratio) is defined as: 

	A. 	
      EBITDA (per definition I above) 
	 	 


Less unfinanced net capital expenditures: 

	(1) 	
      Gross capital expenditures: the aggregate of all
      expenditures and other obligations for the period of measurement which
      should be capitalized under GAAP
	 	 


Less, in each case, to the extent included in (1) above:


	 	(a) 	
      Net Proceeds from Dispositions 
	 	 
	 	 	 	 	 
	 	(b) 	
      Expenditures financed with cash proceeds from Stock
      issuances 
	 	 
	 	 	 	 	 
	 	(c) 	
      All insurance proceeds and condemnation awards received
      on account of any Event of Loss to the extent any such amounts are
      actually applied to replace, repair or reconstruct the damaged Property or
      Property affected by the condemnation or taking in connection with such
      Event of Loss
	 	 
	 	 	 	 	 
	 	(d) 	
      That portion of the purchase price of a Target in a
      Permitted Acquisition that constitutes a capital expenditure under
    GAAP
	 	 



	 	(2) 	
      Total deductions from gross capital expenditures (sum of
      (a)-(d) above) 
	 	 
	 	 	 	 	 
	 	(3) 	
      Net capital expenditures (result of (1) minus (2)
      above) 
	 	 
	 	 	 	 	 
	 	(4) 	
      Less: Portion of capital expenditures financed under
      Capital Leases or other Indebtedness (Indebtedness, for this purpose, does
      not include drawings under the Revolving Loan Commitment)
	 	 



	B. 	
      Unfinanced capital expenditures (result of (3) minus
      (4) above) 
	 	 



	Cash Flow (result of A minus B above) 	 	 


A-4 





	ANNEX A 
	TO COMPLIANCE CERTIFICATE 
	Selected Financial Definitions and Calculations
  



	III. 	
      Definition/Calculation of Net Interest
    Expense



Net Interest Expense (used for calculating Fixed Charge
Coverage Ratio and Excess Cash Flow) is defined as1: 

	 	A. 	
      Gross interest expense for such period paid or required
      to be paid in cash (including all commissions, discounts, fees and other
      charges in connection with letters of credit and similar instruments and
      net amounts paid or payable and/or received or receivable under permitted
      Rate Contracts in respect of interest rates) for Holdings and its
      Subsidiaries on a consolidated basis
	 	 
	 	 	 	 	 
	 	B. 	
      Less: Interest income for such period 
	 	 



	Net Interest Expense (result of A minus B above) 	 	 


---------------------------------
1          
Net Interest Expense (a) for the measurement period ending on March 31, 2015,
shall be deemed to equal $854,000, (b) for the measurement period ending on June
30, 2015, shall equal Net Interest Expense during the period from April 1, 2015
through June 30, 2015 multiplied by 4, (c) for the measurement period
ending on September 30, 2015, shall equal Net Interest Expense during the period
from July 1, 2015 through September 30, 2015 multiplied by 2, and (d) for
the measurement period ending on December 31, 2015, shall equal Net Interest
Expense during the period from October 1, 2015 through December 31, 2015
multiplied by 4/3. 

A-5 





	ANNEX B 
	TO COMPLIANCE CERTIFICATE 
	Financial Covenant and Excess Cash Flow Calculations
  



	I. 	
      Section 6.1: Leverage
Ratio



Leverage Ratio is defined as follows: 

	A. 	
      The aggregate balance of outstanding Revolving Loans and
      Swing Loans as of the date of measurement
	 	 


Plus: 

	 	(1) 	
      L/C Reimbursement Obligations as of date of measurement
      then due and payable
	 	 
	 	 	 	 	 
	 	(2) 	
      Outstanding principal balance of the Term Loan as of date
      of measurement
	 	 
	 	 	 	 	 
	 	(3) 	
      Principal portion of Capital Lease Obligations and
      Indebtedness secured by purchase money Liens as of date of
    measurement
	 	 
	 	 	 	 	 
	 	(4) 	
      Subordinated Indebtedness as of date of measurement
    
	 	 
	 	 	 	 	 
	 	(5) 	
      Without duplication, all other Funded Indebtedness of the
      Defined Financial Group as of date of measurement
	 	 



	B. 	
      Consolidated Total Indebtedness (sum of A plus sum
      of (1)-(5) above) 
	 	 
	 	 	 	 
	C. 	
      Adjusted EBITDA for the twelve month period ending on the
      date of measurement (per I of Annex A)
	 	 



	Leverage Ratio (result of B divided by C above) 	 	 
    
	 	 	 
	Permitted maximum Leverage Ratio 	 	 
    
	 	 	 
	In Compliance 	 	Yes/No 


B-1 





	ANNEX B 
	TO COMPLIANCE CERTIFICATE 
	Financial Covenant and Excess Cash Flow Calculations
  



	II. 	
      Section 6.2: Fixed Charge Coverage
  Ratio



Fixed Charge Coverage Ratio is defined as follows: 

	A. 	
      Cash Flow (per II of Annex A) 
	 	 
	 	 	 	 
	B. 	
      Taxes on or measured by income paid or payable in cash
      with respect to such period including, without duplication, Tax
      Distributions paid in cash in accordance with Section 5.11(d) of the
      Credit Agreement
	 	 
	 	 	 	 
	C. 	
      Net Cash Flow (result of A minus B above) 
	 	 


Fixed charges are defined as: 

	D. 	
      Net Interest Expense (per III of Annex A)
      
	 	 


Plus: 

	 	(1) 	
      Scheduled principal payments of Indebtedness during such
      period reduced by prepayments as permitted by the Credit Agreement
	 	 
	 	 	 	 	 
	 	(2) 	
      Restricted Payments paid in cash in accordance with
      Section 5.11(b) during such period
	 	 



	E. 	
      Total fixed charges (result of D plus (1) and
      (2) above) 
	 	 



	Fixed Charge Coverage Ratio (result of C divided by
      E above) 	 	 
    
	 	 	 
	Required minimum Fixed Charge Coverage Ratio 	 	 
    
	 	 	 
	In Compliance 	 	Yes/No 


For purposes of calculating Fixed Charge Coverage Ratio as of
any date on or prior to June 30, 2016, fixed charges shall be calculated as
follows: 

a.      Scheduled principal payments
of the Term Loans shall be deemed to be $1,000,000 for each such measurement
period. 

b.      (i) Scheduled principal
payments of all Indebtedness other than the Term Loans and Prior Indebtedness,
(ii) Taxes on or measured by income paid or required to be paid in cash, and
(iii) Restricted Payments described in Section 5.11(b) of the Credit Agreement
shall, in each case, be calculated in each case using the actual amounts paid in
cash in respect thereof during each such measurement period. 

B-2 





	ANNEX B 
	TO COMPLIANCE CERTIFICATE 
	Financial Covenant and Excess Cash Flow Calculations
  



	III. 	
      Excess Cash Flow Calculation [Borrower Note:
      Include ECF calculation only for Certificate delivered for end of
      applicable Fiscal
  Years.]2



Excess Cash Flow is defined as follows: 

	A. 	
      Cash Flow (per II of Annex A) 
	 	 


Less, without duplication, and to the extent actually paid in
cash, in each case to the extent not financed with proceeds of Stock issuances
or Indebtedness (other than Revolving Loans): 

	 	(1) 	
      Scheduled principal payments with respect to Indebtedness
      
	 	 
	 	 	 	 	 
	 	(2) 	
      Net Interest Expense (per III of Annex A)
      
	 	 
	 	 	 	 	 
	 	(3) 	
      Taxes on or measured by income (including, without
      duplication, Tax Distributions permitted pursuant to Section 5.11(d) of
      the Credit Agreement)
	 	 
	 	 	 	 	 
	 	(4) 	
      Restricted payments permitted by Section 5.11(b) of the
      Credit Agreement 
	 	 
	 	 	 	 	 
	 	(5) 	
      Increase in working capital (if any) (see Working Capital
      Calculation below)
	 	 
	 	 	 	 	 
	 	(6) 	
      The purchase price paid in cash for all Permitted
      Acquisitions and other Investments permitted pursuant to Section 5.4(j) of
      the Credit Agreement (other than any Investments in any Person which was
      already a Subsidiary or Investments in cash and Cash Equivalents)
	 	 
	 	 	 	 	 
	 	(7) 	
      Voluntary prepayments of the Term Loan during such
      period, to the extent such prepayments are applied in the same manner as
      mandatory prepayments
	 	 
	 	 	 	 	 
	 	(8) 	
      Voluntary prepayments of Revolving Loans during such
      period accompanied by a permanent reduction of the Revolving Loan
      Commitment
	 	 
	 	 	 	 	 
	 	(9) 	
      Cash addbacks to net income specified in clauses
      (6), (7), (8) and (9) in the calculation of
      EBITDA to the extent not reimbursed by a third person
	 	 



	B. 	Total deductions from Cash Flow (sum of
      (1)-(9) above) 	 	 
    
	 	 	 	 
	C. 	Decrease in working capital (if any) (see
      Working Capital Calculation below) 	 	 
    
	 	 	 	 
	D. 	Excess Cash Flow (result of A minus B
      plus C above) 	 	 
    
	 	 	 	 
	E. 	Required prepayment percentage (see Section
      1.8(e) of the Credit Agreement for percentage) 		[____%]
	 	 	 	 
	F. 	Required prepayment amount (result of D
      multiplied by E above) 	 	 
    


-----------------------------------------------------
2
For purposes of calculating Excess Cash Flow, the Excess Cash Flow for the
Fiscal Year ending December 31, 2015 shall be calculated for the Fiscal Quarters
commencing on April 1, 2015 through and including December 31, 2015. 

B-3 





	ANNEX B 
	TO COMPLIANCE CERTIFICATE 
	Financial Covenant and Excess Cash Flow Calculations
  



	IV. 	
      Working Capital
Calculation



Decrease (increase) in working capital, for the purposes of the
calculation of Excess Cash Flow, means the following: 

	  	 	Beg. of Period 	 	 	End of Period 	 
	 	 	 	 	 	 	 
	Current assets: 	$	 	 	$	 	 
	 	 	 	 	 	 	 
	Less (to the extent included
      in current Assets): 	 	  	 	 	  	 
	 	 	 	 	 	 	 
	       
                 Cash 	$	 	 	$	 	 
	 	 	 	 	 	 	 
	       
                 Cash Equivalents 	$	 	 	$	 	 
	 	 	 	 	 	 	 
	       
                 Deferred tax assets 	$		 	$		 
	 	 	 	 	 	 	 
	Adjusted current assets 	$	 	 	$	 	 
	 	 	 	 	 	 	 
	Current liabilities: 	$	 	 	$	 	 
	 	 	 	 	 	 	 
	Less (to the extent included
      in current liabilities): 	 	  	 	 	  	 
	 	 	 	 	 	 	 
	       
                 Revolving Loans 	$	 	 	$	 	 
	 	 	 	 	 	 	 
	       
                 Swing Loans 	$		 	$		 
	 	 	 	 	 	 	 
	       
                 Current portion of Indebtedness    	$	 	 	$	 	 
	 	 	 	 	 	 	 
	       
                 Deferred tax liabilities 	$	 	 	$	 	 
	 	 	 	 	 	 	 
	       
                 Unearned revenue 	$	 	 	$	 	 
	 	 	 	 	 	 	 
	Adjusted current liabilities    	$	 	 	$	 	 
	 	 	 	 	 	 	 
	Working capital (adjusted
      current assets minus adjusted current liabilities) 	$	 	 	$	 	 
	 	 	 	 	 	 	 
	Decrease (Increase) in
      working capital (beginning of period minus end of period working
      capital) 				$ 		


To the extent any of the Defined Financial Group consummates an
acquisition during such period, beginning of period working capital shall be
recalculated on a pro forma basis to include working capital acquired in such
acquisition. 

B-4