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).
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”).
ASSET PURCHASE AGREEMENTAsset Purchase Agreement • August 4th, 2015 • Nobilis Health Corp. • Services-general medical & surgical hospitals, nec • Texas
This ASSET PURCHASE AGREEMENT (this “Agreement”), dated as of July 28, 2015, is made and entered into by and among Marsh Lane Surgical Hospital, LLC, a Texas limited liability company (“Buyer”), Nobilis Health Corp. (“Parent”), Victory Medical Center Plano, LP (“Seller”) and Victory Parent Company, LLC (“VPC”). Buyer, Parent, Seller and VPC may be referred to herein individually as a “Party” and collectively as the “Parties.”
SECOND AMENDMENT TO CREDIT AGREEMENT AND CONDITIONAL WAIVERCredit Agreement • August 4th, 2015 • Nobilis Health Corp. • Services-general medical & surgical hospitals, nec • New York
THIS SECOND AMENDMENT TO CREDIT AGREEMENT AND CONDITIONAL WAIVER (this “Amendment”), is made and entered into as of July 30, 2015 (the “Second 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 GENERAL ELECTRIC CAPITAL CORPORATION, a Delaware corporation (in its individual capacity, “GE Capital”), as administrative agent for the Secured Parties (in such capacity, the “Agent”) and as Swingline Lender.
GUARANTYGuaranty • August 4th, 2015 • Nobilis Health Corp. • Services-general medical & surgical hospitals, nec • Texas
THIS GUARANTY (this “Guaranty”) is entered into as of July 30, 2015, by and among each of the signatories party hereto and each other Person who becomes a party hereto pursuant to Section 25 (including any permitted successors and assigns, collectively, the “Guarantors” and each individually, a “Guarantor”) for the benefit of LEGACYTEXAS BANK, successor to ViewPoint Bank, N.A. (the “Lender”), and its Affiliates (the Lender and its Affiliates, together with their successors and assigns, herein sometimes collectively called “Beneficiaries”). Unless otherwise defined herein, all capitalized terms have the meanings given to such terms in the Loan Agreement (as defined herein).
TERM NOTETerm Note • August 4th, 2015 • Nobilis Health Corp. • Services-general medical & surgical hospitals, nec
This Term Note (this “Note”) has been executed and delivered by the Maker pursuant to the terms of that certain Loan Agreement, dated as of the date hereof, 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 Term 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.
