NOBILIS HEALTH CORP. as the Corporation and CST TRUST COMPANY as the Warrant AgentWarrant Indenture • May 15th, 2015 • Nobilis Health Corp. • Services-general medical & surgical hospitals, nec • British Columbia
CST TRSUT COMPANY, a trust company existing under the laws of Canada and authorized to carry on business in all provinces of Canada (the “Warrant Agent”)
GUARANTY AND SECURITY AGREEMENT Dated as of March 31, 2015 among NORTHSTAR HEALTHCARE ACQUISITIONS, L.L.C. and Each Other Grantor From Time to Time Party Hereto andGuaranty and Security Agreement • April 2nd, 2015 • Nobilis Health Corp. • Services-general medical & surgical hospitals, nec • New York
WHEREAS, pursuant to the Credit Agreement dated as of March 31, 2015 (as the same may be amended, restated, supplemented and/or modified from time to time, the “Credit Agreement”) by and among the Borrower, the other Credit Parties from time to time party thereto, the Lenders, the L/C Issuers from time to time party thereto and GE Capital, as Agent, the Lenders and the L/C Issuers have severally agreed to make extensions of credit to the Borrower upon the terms and subject to the conditions set forth therein;
CREDIT AGREEMENT Dated as of October 28, 2016 among NOBILIS HEALTH CORP., as Parent, NORTHSTAR HEALTHCARE HOLDINGS, INC., as Holdings, NORTHSTAR HEALTHCARE ACQUISITIONS, L.L.C., as the Borrower, THE OTHER PERSONS PARTY HERETO THAT ARE DESIGNATED AS...Credit Agreement • November 3rd, 2016 • Nobilis Health Corp. • Services-general medical & surgical hospitals, nec • New York
This CREDIT AGREEMENT (this “Agreement”) is entered into as of October 28, 2016, by and among NORTHSTAR HEALTHCARE ACQUISITIONS, L.L.C., a Delaware limited liability company (the “Borrower”), NOBILIS HEALTH CORP., a British Columbia corporation (the “Parent”), NORTHSTAR HEALTHCARE HOLDINGS, INC., a Delaware corporation (“Holdings”), the other Persons party hereto that are designated as a “Loan Party”, each lender from time to time party hereto (each a “Lender” and, collectively, the “Lenders”) and COMPASS BANK (in its individual capacity, “Compass Bank”) in its capacity as Administrative Agent, LC Issuing Lender and Swingline Lender.
EMPLOYMENT AGREEMENTEmployment Agreement • January 29th, 2015 • Nobilis Health Corp. • Services-general medical & surgical hospitals, nec • Texas
EMPLOYMENT AGREEMENT (this “Agreement”), dated effective the 1st Day of August, 2014 (the “Effective Date”) by and among Andy Chen (the “Executive”), Northstar Healthcare Acquisitions, L.L.C., a Delaware limited liability company (the “Company”), and Northstar Healthcare Inc., a corporation incorporated under the laws of British Columbia (the “Issuer”).
OPERATING AGREEMENT of Perimeter Road Surgical Hospital, LLC (an Arizona limited liability company)Operating Agreement • November 5th, 2015 • Nobilis Health Corp. • Services-general medical & surgical hospitals, nec • Arizona
This Operating Agreement (this “Agreement”) is made and entered into and shall be effective as of the 31st day of October, 2015 (the “Effective Date”), by and among Perimeter Road Surgical Hospital, LLC, an Arizona limited liability company (the “Company”), and each other Person whose name is set forth on Exhibit A attached to this Agreement and has signed this Agreement, as the Members.
SUBORDINATION AGREEMENTSubordination Agreement • August 4th, 2015 • Nobilis Health Corp. • Services-general medical & surgical hospitals, nec • New York
THIS SUBORDINATION AGREEMENT (this “Agreement”) is entered into as of July 30, 2015, by and among the holders of the Subordinated Debt (as defined below) signatory hereto from time to time and their permitted successors and assigns (collectively, the “Subordinated Creditor”), and GENERAL ELECTRIC CAPITAL CORPORATION, a Delaware corporation, in its capacity as agent for the lenders under the Senior Credit Agreement (as defined below) (together with its successors and assigns, in such capacity, the “Senior Creditor Agent”), and is consented to and acknowledged by NOBILIS HEALTH CORP., a corporation formed under the laws of the province of British Columbia (the “Company”), as Parent and guarantor of the Senior Debt (as defined below).
MEMBERSHIP INTEREST PURCHASE AGREEMENT BETWEEN NORTHSTAR HEALTHCARE SURGERY CENTER – HOUSTON, LLC, NOBILIS HEALTH CORP., AND THE MEMBERS OF ELITE CENTER FOR MINIMALLY INVASIVE SURGERY LLC November 15, 2017Membership Interest Purchase Agreement • November 21st, 2017 • Nobilis Health Corp. • Services-general medical & surgical hospitals, nec • Texas
This Membership Interest Purchase Agreement (this “Agreement”) is made and entered into as of November 15, 2017 (the “Signing Date”), by and among Northstar Healthcare Surgery Center – Houston, LLC, a Texas limited liability company (“Buyer”), Nobilis Health Corp., a British Columbia corporation (“Parent”), solely for purposes of Section 11.16, those Persons identified as “Sellers” on Exhibit A (each individually, a “Seller” and collectively, the “Sellers”), and the Physicians’ Representatives. Buyer, Parent, the Sellers, and the Physicians’ Representatives are sometimes referred to in this Agreement individually as a “Party” and collectively as the “Parties.” Cross-references indicating the location of definitions of capitalized terms are found in the Glossary of Terms above.
ASSET PURCHASE AGREEMENT AMONG NORTHSTAR HEALTHCARE ACQUISITIONS, L.L.C., as Buyer, and NOBILIS HEALTH CORP. andAsset Purchase Agreement • March 14th, 2017 • Nobilis Health Corp. • Services-general medical & surgical hospitals, nec
This Asset Purchase Agreement (this “Agreement”) is dated January 6, 2017 (the “Effective Date”), among Northstar Healthcare Acquisitions, L.L.C., a Delaware limited liability company (“Buyer”), Nobilis Health Corp., a British Columbia corporation (“NHC”), Hamilton Physician Services, LLC, a Texas limited liability company (“HPS”), Carlos R. Hamilton, III, M.D., P.A. a Texas Professional Association (“PA”) (HPS and PA are each a “Seller” and collectively “Sellers”), and Carlos R. Hamilton III, M.D, a resident of the State of Texas (“Owner”). Buyer, NHC, Sellers and Owner are referred to collectively as the “Parties” and each individually as a “Party.”
25,000,000 CREDIT FACILITY CREDIT AGREEMENT Dated as of March [__], 2015 by and among NOBILIS HEALTH CORP., as Parent, NORTHSTAR HEALTHCARE HOLDINGS, INC., as Holdings, NORTHSTAR HEALTHCARE ACQUISITIONS, L.L.C., as the Borrower, THE OTHER PERSONS...Credit Agreement • April 2nd, 2015 • Nobilis Health Corp. • Services-general medical & surgical hospitals, nec • New York
This CREDIT AGREEMENT (including all exhibits and schedules hereto, as the same may be amended, modified and/or restated from time to time, this “Agreement”) is entered into as of March [__], 2015, by and among NORTHSTAR HEALTHCARE ACQUISITIONS, L.L.C., a Delaware limited liability company (the “Borrower”), the other Persons party hereto that are designated as a “Credit Party”, GENERAL ELECTRIC CAPITAL CORPORATION, a Delaware corporation (in its individual capacity, “GE Capital”), as Agent for the several financial institutions from time to time party to this Agreement (collectively, the “Lenders” and individually each a “Lender”) and as Swingline Lender.
AGENCY AGREEMENTAgency Agreement • December 23rd, 2014 • Northstar Healthcare Inc • Services-general medical & surgical hospitals, nec • British Columbia
PI Financial Corp. (the “Agent”), understands that Northstar Healthcare Inc. (the “Issuer”) proposes to sell up to 6,250,000 units (the “Units”) at $0.80 per Unit (the “Offering Price”), and that the Issuer wishes to appoint the Agent to distribute the Units to purchasers (the “Purchasers”) who are qualified to purchase such Units pursuant to the Exemptions (as defined below). The Agent is willing to accept such appointment, pursuant to the terms and conditions set forth below.
ASSET PURCHASE AGREEMENTAsset Purchase Agreement • May 15th, 2015 • Nobilis Health Corp. • Services-general medical & surgical hospitals, nec • Texas
This ASSET PURCHASE AGREEMENT (this "Agreement"), dated as of the 9th Day of May 2015, is made and entered into by and among Nobilis Health Holdings Corp., a British Columbia corporation ("Buyer") or its assignee, Victory Medical Center Plano, LP (“Seller”) and Victory Parent Company, LLC (“VPC”). Buyer, Seller (as hereinafter defined) and VPC may be referred to herein individually as a "Party" and collectively as the "Parties."
WHEREAS, the Loan Parties, Administrative Agent and certain of the Lenders party thereto entered into that certain Limited Waiver to Credit Agreement, dated effective as of November 15, 2018 (the “First Limited Waiver”), pursuant to which, subject to...Fourth Limited Conditional Waiver to Credit Agreement • March 6th, 2019 • Nobilis Health Corp. • Services-general medical & surgical hospitals, nec
REVOLVING CREDIT NOTERevolving Credit Note • May 23rd, 2016 • Nobilis Health Corp. • Services-general medical & surgical hospitals, nec
This Revolving Credit Note (this “Note”) has been executed and delivered by the Maker pursuant to the terms of that certain Loan Agreement, dated as of July 30, 2015, by and between the Maker and the Lender (as the same may be amended, supplemented, restated or modified from time to time, the “Loan Agreement”) and is the Revolving Credit Note described therein. All capitalized terms used and not otherwise defined herein shall have the same meanings as set forth in the Loan Agreement. Reference is made to the Loan Agreement for all terms and provisions affecting this Note.
AMENDED AND RESTATED COMPANY AGREEMENT OF NHC ASC – Dallas, LLC (a Texas Limited Liability Company)Company Agreement • December 23rd, 2014 • Northstar Healthcare Inc • Services-general medical & surgical hospitals, nec • Texas
This Amended and Restated Company Agreement (this “Agreement”) is made and entered into and shall be effective as of the 1st day of April, 2014 (the “Effective Date”), by and among NHC ASC – DALLAS, LLC, a Texas limited liability company (the “Company”), and each other Person whose name is set forth on Exhibit A attached to this Agreement and has signed this Agreement, as the Members.
EXECUTION VERSION PLEDGE AGREEMENT This PLEDGE AGREEMENT (this “Agreement”), dated as of May 22, 2019, is made by each of the undersigned entities and each other Person who becomes a party hereto pursuant to Section 18 (each a “Debtor” and...Pledge Agreement • May 29th, 2019 • Nobilis Health Corp. • Services-general medical & surgical hospitals, nec • New York
SEPARATION AGREEMENT AND RELEASESeparation Agreement • January 8th, 2016 • Nobilis Health Corp. • Services-general medical & surgical hospitals, nec • Texas
This Separation and Release Agreement (the “Agreement”) is made as of the 6th day of January, 2016 by and between Northstar Healthcare Acquisitions, LLC, a Delaware corporation, Northstar Healthcare Inc., a corporation incorporated under the laws of British Columbia, Nobilis Health Corp., as well as its and their parents, subsidiaries and affiliates (collectively the “Company”), and Chris Lloyd (“Employee”). If Employee signs and does not revoke this Agreement, then it shall become effective on the date described in Section 11 below.
EXECUTION VERSION SUPER PRIORITY CREDIT AGREEMENT Dated as of May 22, 2019 among NOBILIS HEALTH CORP., as Parent, NORTHSTAR HEALTHCARE HOLDINGS, INC., as Holdings, NORTHSTAR HEALTHCARE ACQUISITIONS, L.L.C., as the Borrower, THE OTHER PERSONS PARTY...Credit Agreement • May 29th, 2019 • Nobilis Health Corp. • Services-general medical & surgical hospitals, nec • New York
SUBLEASE AGREEMENTSublease Agreement • November 5th, 2015 • Nobilis Health Corp. • Services-general medical & surgical hospitals, nec
This Sublease Agreement (the “Sublease”) is made and entered into as of the Effective Date, as defined below, by and between SH OPERATING, LLC, an Arizona limited liability company (“Sublessor”) and PERIMETER ROAD SURGICAL HOSPITAL, LLC, an Arizona limited liability company (“Sublessee”).
AMENDMENT NO. 1 TO CREDIT AGREEMENT AND WAIVERCredit Agreement • March 8th, 2017 • Nobilis Health Corp. • Services-general medical & surgical hospitals, nec • New York
WHEREAS, the Borrower, the Parent, Holdings, the other Loan Parties party thereto, the lenders party thereto (the “Lenders”), the Administrative Agent and the other parties thereto have entered into that certain Credit Agreement, dated as of October 28, 2016 (as amended, supplemented or otherwise modified prior to the date hereof, the “Credit Agreement”).
REVOLVING LOAN NOTERevolving Loan Note • April 2nd, 2015 • Nobilis Health Corp. • Services-general medical & surgical hospitals, nec
FOR VALUE RECEIVED, the undersigned, NORTHSTAR HEALTHCARE ACQUISITIONS, L.L.C., a Delaware limited liability company (the “Borrower”), hereby promises to pay to the order of the Lender set forth above (the “Lender”) the Principal Amount set forth above, or, if less, the aggregate unpaid principal amount of all Revolving Loans (as defined in the Credit Agreement referred to below) of the Lender to the Borrower, payable at such times and in such amounts as are specified in the Credit Agreement.
EIGHTH AMENDMENT TO CREDIT AGREEMENT AND LIMITED WAIVERCredit Agreement • October 25th, 2016 • Nobilis Health Corp. • Services-general medical & surgical hospitals, nec • New York
This EIGHTH AMENDMENT TO CREDIT AGREEMENT AND LIMITED WAIVER (this “Amendment”), is made and entered into as of October 20, 2016 (the “Eighth 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 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.
CONFIDENTIAL EXECUTIVE TRANSITION AGREEMENTExecutive Transition Agreement • January 29th, 2015 • Nobilis Health Corp. • Services-general medical & surgical hospitals, nec • Texas
FIRST AMENDMENT TO LEASE AGREEMENTLease Agreement • April 29th, 2016 • Nobilis Health Corp. • Services-general medical & surgical hospitals, nec
THIS FIRST AMENDMENT TO LEASE AGREEMENT (this “First Amendment”) is made and entered into as of March 29, 2016 (the "First Amendment Effective Date") between FSP ENERGY TOWER I LIMITED PARTNERSHIP, a Texas limited partnership ("Landlord"), and NORTHSTAR HEALTHCARE ACQUISITIONS, LLC, a Delaware limited liability company ("Tenant").
LOAN AGREEMENT Dated as of July 30, 2015 between MARSH LANE SURGICAL HOSPITAL, LLC, as Borrower and LEGACYTEXAS BANK, as LenderLoan Agreement • August 4th, 2015 • Nobilis Health Corp. • Services-general medical & surgical hospitals, nec • Texas
This LOAN AGREEMENT (this “Agreement”), dated as of July 30, 2015, is between MARSH LANE SURGICAL HOSPITAL, LLC, a Texas limited liability company (“Borrower”), and LEGACYTEXAS BANK, successor to ViewPoint Bank, N.A. (“Lender”).
GUARANTY AND SECURITY AGREEMENTGuaranty and Security Agreement • November 3rd, 2016 • Nobilis Health Corp. • Services-general medical & surgical hospitals, nec • New York
This GUARANTY AND SECURITY AGREEMENT (this “Agreement”) is dated October 28, 2016 by and among NORTHSTAR HEALTHCARE ACQUISITIONS, L.L.C., a Delaware limited liability company (“Borrower”), each of the other Persons listed on the signature pages hereof or that becomes a party hereto (together with the Borrower, the “Grantors” and each, a “Grantor”) and COMPASS BANK, in its capacity as administrative agent (together with its successors and assigns, “Administrative Agent”) for the Lenders and each other Secured Party (each as defined in the Credit Agreement referred to below).
AMENDED AND RESTATED ASSET PURCHASE AGREEMENT AMONG NORTHSTAR HEALTHCARE ACQUISITIONS, L.L.C., as Buyer, and NOBILIS HEALTH CORP. andAsset Purchase Agreement • March 14th, 2017 • Nobilis Health Corp. • Services-general medical & surgical hospitals, nec • Texas
This Amended and Restated Asset Purchase Agreement (this “Agreement”) is dated March 8, 2017 (the “Effective Date”), among Northstar Healthcare Acquisitions, L.L.C., a Delaware limited liability company (“Buyer”), Nobilis Health Corp., a British Columbia corporation (“NHC”), Hamilton Physician Services, LLC, a Texas limited liability company (“HPS”), Carlos R. Hamilton, III, M.D., P.A. a Texas Professional Association (“PA”) (HPS and PA are each a “Seller” and collectively “Sellers”), and Carlos R. Hamilton III, M.D, a resident of the State of Texas (“Owner”). Buyer, NHC, Sellers and Owner are referred to collectively as the “Parties” and each individually as a “Party.”
FOURTH AMENDMENT TO CREDIT AGREEMENTCredit Agreement • March 15th, 2016 • Nobilis Health Corp. • Services-general medical & surgical hospitals, nec • New York
THIS FOURTH AMENDMENT TO CREDIT AGREEMENT (this “Amendment”), is made and entered into as of March 11, 2016 (the “Fourth 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.
EXECUTION VERSION FOURTH LIMITED CONDITIONAL FORBEARANCE AGREEMENT P A R T I E S: This FOURTH LIMITED CONDITIONAL FORBEARANCE AGREEMENT (this “Fourth Forbearance Agreement”) is dated effective as of July 31, 2019 (subject to satisfaction of each...Limited Conditional Forbearance Agreement • August 5th, 2019 • Nobilis Health Corp. • Services-general medical & surgical hospitals, nec • New York
TERM NOTETerm Note • April 2nd, 2015 • Nobilis Health Corp. • Services-general medical & surgical hospitals, nec
FOR VALUE RECEIVED, the undersigned, NORTHSTAR HEALTHCARE ACQUISITIONS, L.L.C., a Delaware limited liability company (the “Borrower”), hereby promises to pay to the order of the Lender set forth above (the “Lender”) the Principal Amount set forth above, or, if less, the aggregate unpaid principal amount of the Term Loan (as defined in the Credit Agreement referred to below) of the Lender to the Borrower, payable at such times and in such amounts as are specified in the Credit Agreement.
FIRST AMENDMENT TO EMPLOYMENT AGREEMENTEmployment Agreement • April 29th, 2016 • Nobilis Health Corp. • Services-general medical & surgical hospitals, nec • Texas
THIS FIRST AMENDMENT (this “Amendment”) to that certain Employment Agreement (the “Original Agreement”) is effective as of January 6, 2016 (the “Effective Date”) by and among Harry J. Fleming (the “Executive”), Northstar Healthcare Acquisitions, L.L.C., a Delaware limited liability company (the “Company”), and Nobilis Health Corp. (formerly, Northstar Healthcare Inc.), a corporation incorporated under the laws of British Columbia (the “Issuer”).
PLEDGE AGREEMENTPledge Agreement • November 3rd, 2016 • Nobilis Health Corp. • Services-general medical & surgical hospitals, nec • New York
This PLEDGE AGREEMENT (this “Agreement”), dated as of October 28, 2016, is made by each of the undersigned entities and each other Person who becomes a party hereto pursuant to Section 18 (each a “Debtor” and collectively the “Debtors”) in favor of COMPASS BANK, in its capacity as administrative agent (the “Administrative Agent”) for the benefit of the Secured Parties (as defined in the Credit Agreement referenced below).
THIRD AMENDMENT TO CREDIT AGREEMENTCredit Agreement • December 4th, 2015 • Nobilis Health Corp. • Services-general medical & surgical hospitals, nec • New York
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.
SECURITY AGREEMENTSecurity Agreement • December 23rd, 2014 • Northstar Healthcare Inc • Services-general medical & surgical hospitals, nec
THIS SECURITY AGREEMENT (as amended, modified or restated from time to time, this “Agreement”), dated as of November 26, 2014 (the “Effective Date”), is entered into by and among Steven Ganss, an individual, in his capacity as Seller Representative and Collateral Agent under the hereinafter defined Purchase Agreement (in such capacity, “Collateral Agent”), for the benefit of Sellers (as defined in the Purchase Agreement) as security for the NHC Note (as defined in the Purchase Agreement), Northstar Healthcare Inc., a British Columbia registered corporation (“Maker”), and Northstar Healthcare Surgery Center - Scottsdale, LLC, an Arizona limited liability company (“Northstar AZ,” and together with Maker, each individually, and collectively, “Debtor”).
EMPLOYMENT AGREEMENTEmployment Agreement • November 3rd, 2016 • Nobilis Health Corp. • Services-general medical & surgical hospitals, nec • Texas
This Employment Agreement (the “Agreement”) effective as of this 28th day of October, 2016 (the “Effective Date”) is made and entered into by and between Nobilis Health Corp., a corporation incorporated under the laws of British Columbia (“NHC”), Northstar Healthcare Acquisitions, LLC, a Delaware limited liability company (the “Company”), and L. Philipp Wall, MD (the “Executive).
CONFIDENTIAL AGREEMENTConfidential Agreement • September 28th, 2015 • Nobilis Health Corp. • Services-general medical & surgical hospitals, nec • Texas
This Confidential Agreement (the “Agreement”) is made and entered into this 30th day of June, 2015 (the “Effective Date”), by and between (a) Nobilis Health Corp., a British Columbia corporation (“Parent”), (b) Northstar Healthcare Subco, LLC, a Delaware limited liability company (“Subco,” and, together with Parent, “Nobilis”), (c) Athas Health, LLC, a Texas limited liability company (“Athas”), (d) North American Laserscopic Institute, LLC, a Texas limited liability company (“NALSI”), and (d) the other persons executing this Agreement as reflected on the signature pages hereto (collectively, the “Athas Sellers”). Nobilis, Athas and the Athas Sellers may be referred to collectively as the “Parties,” or as appropriate, any one of the Parties may be referred to as “Party.” Capitalized words not otherwise defined herein are defined in the MIPA (defined below). In exchange for the Consideration set forth below (as defined herein), the Parties agree to all of the terms and conditions stated
