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.
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).
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).
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).
AMENDED AND RESTATED PURCHASE AGREEMENT AMONG NORTHSTAR HEALTHCARE ACQUISITIONS L.L.C., as Buyer, and NOBILIS HEALTH CORP., and ARIZONA CENTER FOR MINIMALLY INVASIVE SURGERY, LLC, ARIZONA VEIN & VASCULAR CENTER, LLC and L. PHILIPP WALL, M.D., P.C....Purchase Agreement • November 3rd, 2016 • Nobilis Health Corp. • Services-general medical & surgical hospitals, nec • Texas
This Amended and Restated Purchase Agreement (this “Agreement”) is dated October 28, 2016, among Northstar Healthcare Acquisitions, L.L.C., a Delaware limited liability company (“Buyer”), Nobilis Health Corp., a British Columbia corporation (“NHC”), Arizona Center for Minimally Invasive Surgery, LLC, an Arizona limited liability company (“ACMIS”), L. Philipp Wall, M.D., P.C., an Arizona professional corporation (“PC”), Arizona Vein & Vascular Center, LLC, an Arizona limited liability company and wholly owned subsidiary of PC (“AVVC” and with ACMIS and PC, each a “Seller” and collectively “Sellers”), and L. Philipp Wall, a resident of the State of Arizona (“Owner”). Buyer, NHC, Sellers and Owner are referred to collectively as the “Parties” and each individually as a “Party.”
