ITEM 1.01
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ENTRY INTO A MATERIAL DEFINITIVE
AGREEMENT.
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Northstar Healthcare
Acquisitions, L.L.C. (the Borrower), a Delaware limited liability company and
wholly-owned subsidiary of Nobilis Health Corp. (the Company), entered into
the Seventh Amendment to Credit Agreement, dated as of August 19, 2016, by and
among the Borrower, the other credit parties named therein, Healthcare Financial
Solutions, LLC, a Delaware limited liability company (as successor in interest
to General Electric Capital Corporation) (HFS) and the other financial
institutions party thereto (the Amendment). The Amendment, among other things,
increased total borrowing capacity to $36.6 million from $30.6 million. The
increased borrowing capacity provided under the Amendment consists of a $25.0
million aggregate term loan commitment from HFS, represented by an Amended and
Restated Term Note (the HFS Term Note) and LegacyTexas Bank, represented by a
Term Note (the Legacy Term Note and, together with the HFS Term Note, the
Term Notes) and an $11.6 million aggregate revolving loan commitment from HFS,
represented by an Amended and Restated Revolving Note (the HFS Revolving Note)
and LegacyTexas Bank, represented by a Revolving Note (the Legacy Revolving
Note and, together with the HFS Revolving Note, the Revolving Notes).
Each of the term notes and
revolving notes referenced above bear interest at a rate of LIBOR plus 4% per
annum and matures on March 31, 2020.
The material financial covenants,
ratios or tests contained in the Amendment are as follows:
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The Borrower must maintain a Consolidated Leverage Ratio of not more than
2.00 to 1.00.
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The Borrower must maintain a Consolidated Fixed Charge Coverage Ratio of
at least 3.00 to 1.00.
Furthermore, the amended covenants increase the amount of
Capital Lease Obligations allowed under the covenants from $3 million to $6.1
million.
The quarterly amortization
payment with respect to the Term Notes was increased under the Amendment from
$250,000 per quarter to $312,500 per quarter.
A copy of the Amendment is
attached as Exhibit 10.1 to this Current Report on Form 8-K and incorporated
herein by reference. Copies of the HFS Revolving Note, the HFS Term Note, the
Legacy Revolving Note and the Legacy Term Note are attached as Exhibits 10.2,
10.3, 10.4, and 10.5, respectively, to this Current Report on Form 8-K and
incorporated herein by reference. The foregoing descriptions do not purport to
be complete and are qualified in their entirety by reference to the complete
text of such agreements.