EX-10.1



 Exhibit 10.1 

EXECUTION VERSION 

AMENDMENT NO. 8 TO CREDIT AGREEMENT 

This AMENDMENT NO. 8 TO CREDIT AGREEMENT (this “Amendment”) dated as of April 29, 2015 (the “Amendment
No. 8 Effective Date”), among USMD HOLDINGS, INC., a Delaware corporation “Holdings”), UROLOGY ASSOCIATES OF NORTH TEXAS, P.L.L.C., Texas professional limited liability company, USMD INC., a Texas corporation, IMPEL
MANAGEMENT SERVICES, L.L.C., a Texas limited liability company, IMPEL CONSULTING EXPERTS, L.L.C., a Texas limited liability company, MAT-RX DEVELOPMENT, L.L.C., a Texas limited liability company, USMD OF ARLINGTON GP, L.L.C., a Texas limited
liability company, US LITHOTRIPSY, L.P., a Texas limited partnership, USMD CANCER TREATMENT CENTERS, L.L.C., a Texas limited liability company, USMD CANCER TREATMENT CENTERS GP, L.L.C., Texas limited liability company, USMD PPM, LLC, a Texas limited
liability company, USMD DIAGNOSTIC SERVICES, LLC, a Texas limited liability company, MAT-RX FORT WORTH GP, L.L.C., a Texas limited liability company, USMD ADMINISTRATIVE SERVICES, L.L.C., Texas limited liability company, USGP, LLC., a Texas limited
liability company, LITHO GP, LLC., a Texas limited liability company, METRO I STONE MANAGEMENT, LTD., a Texas limited partnership, USMD AFFILIATED SERVICES, a Texas not for profit corporation, MEDICAL CLINIC OF NORTH TEXAS PLLC, a Texas professional
limited liability company, and USMD CTC (MO), LLC, a Missouri limited liability company (individually a “Borrower” and collectively, the “Borrowers”), the undersigned Lenders (as defined below), and SOUTHWEST BANK,
a Texas state bank, as administrative agent for the Lenders (the “Administrative Agent”). 
 PRELIMINARY STATEMENTS:

 (1) The Borrowers, the lenders party thereto (the “Lenders”), and the Administrative Agent are parties to that
certain Credit Agreement dated as of August 31, 2012, as amended by that certain Amendment No. 1 to Credit Agreement dated as of February 28, 2013, as further amended by that certain Amendment No. 2 to Credit Agreement dated as
of September 13, 2013, as further amended by that certain Amendment No. 3 to Credit Agreement dated as of February 25, 2014, as further amended by that certain Waiver and Amendment No. 4 to Credit Agreement dated as of
April 14, 2014, as further amended by that certain Amendment No. 5 to Credit Agreement dated as of September 23, 2014, as further amended by that certain Amendment No. 6 to Credit Agreement and Amendment No. 1 to Guarantee
and Collateral Agreement, dated as of December 22, 2014, as further amended by that certain Amendment No. 7 to Credit Agreement, dated as of March 13, 2015 (the “Credit Agreement”). 

(2) The Borrowers have requested that the Credit Agreement be amended in the manner provided for in this Amendment. 

NOW, THEREFORE, in consideration of the premises contained herein and for other good and valuable consideration, the receipt and sufficiency
of which are hereby acknowledged, the parties hereto, intending to be legally bound hereby, hereby agree as follows: 
 SECTION 1.
Defined Terms. Unless otherwise defined herein, capitalized terms which are defined in the Credit Agreement are used herein as therein defined. 







 SECTION 2. Amendment to Credit Agreement. The Credit Agreement is, effective as of
the Amendment No. 8 Effective Date, hereby amended as follows: 
 (a) The following definitions of “Amendment No. 8 Effective
Date,” “7.25% Convertible Subordinated Notes Due 2020,” “Additional Permitted Convertible Subordinated Notes Transaction” and “Additional Permitted Convertible Subordinated Notes” are hereby added to
Section 1.01 of the Credit Agreement in the correct alphabetical locations: 
 “Amendment No. 8 Effective
Date” means April 29, 2015. 
 “7.25% Convertible Subordinated Notes Due 2020” means the
collective reference to the 7.25% Convertible Subordinated Notes Due 2020 issued by Holdings in the aggregate principal amount of $1,550,000, and all notes issued in substitution, replacement or exchange thereof or in connection with any Transfer
(as defined in the Convertible Note Subordination Agreements). 
 “Additional Permitted Convertible Subordinated
Notes Transaction” means each transaction under which Borrower seeks to issue Additional Permitted Convertible Subordinated Notes. 

“Additional Permitted Convertible Subordinated Notes” means the collective reference to the Convertible
Subordinated Notes, approved after the Amendment No. 8 Effective Date, by Administrative Agent on behalf of the Lenders under Section 6.02(f)(ii) of the Credit Agreement, and issued by Holdings in the aggregate original principal amount
not to exceed $3,450,000, and all notes issued in substitution, replacement or exchange thereof or in connection with any Transfer (as defined in the Convertible Note Subordination Agreements). For purposes of the calculation of the aggregate
principal amount permitted under this definition, the aggregate amount shall reduce as Additional Permitted Convertible Subordinated Notes are paid or reduced and shall not thereafter increase. 

(b) The definition of “Convertible Notes” contained in Section 1.01 of the Credit Agreement is amended and restated in its
entirety to read as follows: 
 “Convertible Notes” means the collective reference to the 5% Convertible
Subordinated Notes Due 2019, the 7.75% Convertible Subordinated Notes Due 2020, the 7.25% Convertible Subordinated Notes Due 2020 and the Additional Permitted Convertible Subordinated Notes. 

(c) Paragraph (f) of Section 6.02 of the Credit Agreement is hereby amended and restated in its entirety to read as follows: 

“(f)(i) Indebtedness of the Borrowers in respect of the Subordinated Debt and extensions thereof permitted by the
Subordination Agreement, and Indebtedness of Holdings under the Convertible Notes and extensions thereof permitted by the Convertible Note Subordination Agreements; provided, however, that (a) the aggregate principal amount of the
5% Convertible Subordinated Notes Due 2019 shall not exceed $27,869,305; provided, further, that if Holdings elects to not purchase 26,041 Class P 

  
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Units from Arlington Neurological Association, the aggregate consideration for the acquisition of Class P Units by Holdings shall not exceed $24,341,764; (b) the aggregate principal amount
of the 7.75% Convertible Subordinated Notes Due 2020 shall not exceed $3,500,000; (c) the aggregate principal amount of the 7.25% Convertible Subordinated Notes Due 2020 shall not exceed $1,550,000; and (d) the aggregate principal amount
of Additional Permitted Convertible Subordinated Notes shall not exceed $3,450,000.” 
 (ii) Prior to completion of any
Additional Permitted Convertible Subordinated Notes Transaction or issuance of any Additional Permitted Convertible Subordinated Notes, Borrowers shall have received the written consent of the Administrative Agent, acting on behalf of the Lenders,
to the Additional Permitted Convertible Subordinated Notes Transaction and to the satisfaction of the following conditions precedent, which consent may be given or withheld in Administrative Agent’s sole discretion: 

(A) The Administrative Agent shall have received all certificates, documents, agreements and information requested by the
Administrative Agent regarding the terms and conditions of each applicable Additional Permitted Convertible Subordinated Notes Transaction and issuance of Additional Permitted Convertible Subordinated Notes in connection therewith; 

(B) The Administrative Agent shall have received true and correct copies of subscription agreements in connection with such
Additional Permitted Convertible Subordinated Notes Transaction duly executed and delivered by Holdings and each holder of an Additional Permitted Convertible Subordinated Note issued by Holdings; 

(C) The Administrative Agent shall have received true and correct copies of (i) resolutions of the Board of Directors (or
comparable managing body) of Holdings, and each holder (other than an individual) of Additional Permitted Convertible Subordinated Note(s), authorizing the Additional Permitted Convertible Subordinated Notes Transaction, and in the case of each such
holder, authorizing such holder to execute, deliver and perform the Convertible Note Subordination Agreement to which it is a party, and (ii) all documents evidencing other necessary organizational action and governmental and third party
approvals, if any, with respect to each applicable Additional Permitted Convertible Subordinated Notes Transaction and the other matters contemplated hereby and thereby; 

(D) The Administrative Agent shall have received a certificate of the Secretary or an Assistant Secretary of (i) Holdings
certifying the names and signatures of its officers authorized to execute and deliver the documents executed by it in connection with the applicable Additional Permitted Convertible Subordinated Notes Transaction, and (ii) each holder of an
Additional Permitted Convertible Subordinated Note (other than an individual) certifying the names and signatures of its officers authorized to execute and deliver the Convertible Note Subordination Agreement to which such holder is a party; 

  
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 (E) The Administrative Agent shall have received copies of each of the executed
Additional Permitted Convertible Subordinated Notes (in form and substance satisfactory to Administrative Agent) issued by Holdings, certified as to authenticity by Holdings; 

(F) The Administrative Agent shall have received a separate Convertible Note Subordination Agreement duly executed and
delivered by Holdings and each holder of an Additional Permitted Convertible Subordinated Note issued by Holdings; 
 (G) The
Administrative Agent shall have received evidence that the Borrowers shall have paid to the Administrative Agent all reasonable out-of-pocket fees and expenses of the Administrative Agent incurred in connection with the Additional Permitted
Convertible Subordinated Notes Transaction and the transactions contemplated thereby (including, to the extent invoiced, the reasonable out-of-pocket fees, disbursements and charges of counsel to the Administrative Agent); 

(H) The final terms and conditions of each aspect of the Additional Permitted Convertible Subordinated Notes Transaction, shall
be in all material respects as described in the certificates, documents, agreements and information delivered to Administrative Agent and Lenders under subsection (A) of this Section 6.02(f)(ii) above and in the other written information
provided by Holdings to the Administrative Agent and the Lenders with respect thereto, and to the extent not described therein, shall be otherwise satisfactory to the Administrative Agent and the Lenders in their sole discretion; 

(I) No Default or Event of Default shall have occurred and be continuing or would result from the Additional Permitted
Convertible Subordinated Notes Transaction or issuance of Additional Permitted Convertible Subordinated Notes or application of the proceeds thereof; and 

(J) The Administrative Agent shall have received such other certificates, documents and agreements as the Administrative Agent
may reasonably request.” 
 SECTION 3. Conditions of Effectiveness. This Amendment shall become effective when, and only
when, on or before the Amendment No. 8 Effective Date: 
 (a) Counterparts. The Administrative Agent shall have received
counterparts of this Amendment duly executed and delivered by the Lenders and all of the Borrowers. 
 (b) Officers’
Certificate. The Administrative Agent shall have received a certificate of the Borrower Representative, on behalf of each Borrower, certifying (i) that resolutions of the board of directors, board of managers or other appropriate governing
body of each Borrower, previously certified and delivered to the Administrative Agent, authorize the execution, delivery and performance by such Borrower of this Amendment and each of the other documents required to be executed by such Borrower
hereunder and such resolutions are in full force and effect and 

  
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have not been amended or modified, (ii) the officers of each Borrower (A) who are authorized to sign this Amendment and the other documents required hereby and to which such Borrower is
a party and (B) who will, until replaced by another officer or officers duly authorized for that purpose, act as its representative for the purposes of signing documents and giving notices and other communications in connection with this
Amendment, the Credit Agreement and the other Loan Documents, (iii) specimen signatures of such authorized officers, and (iv) that the Organizational Documents of each Borrower most recently certified and delivered to the Administrative
Agent, are in full force effect and have not been amended or modified. The Administrative Agent and the Lenders may conclusively rely on such certificate until the Administrative Agent receives notice in writing from the Borrower Representative.

 (c) Convertible Note Subordination Agreements. The Administrative Agent shall have received a separate Convertible Note
Subordination Agreement duly executed and delivered by Holdings and each holder of a 7.25% Convertible Subordinated Note Due 2020 issued by Holdings. 

(d) 7.25% Convertible Subordinated Notes Due 2020. The Administrative Agent shall have received copies of the executed 7.25%
Convertible Subordinated Notes Due 2020 issued by Holdings, certified as to authenticity by Holdings. 
 (e) Fees and Expenses. The
Administrative Agent shall have received evidence that the Borrowers shall have paid to the Administrative Agent all out-of-pocket fees and expenses of the Administrative Agent incurred in connection with this Amendment and the transactions
contemplated hereby (including, to the extent invoiced, the out-of-pocket fees, disbursements and charges of counsel to the Administrative Agent). 

(f) Other Documents. The Administrative Agent shall have received such other certificates, documents and agreements as the
Administrative Agent may reasonably request. 
 SECTION 4. Representations and Warranties of the Borrowers. To induce the
Administrative Agent and the Lenders to enter into this Amendment, each of the Borrowers hereby represents and warrants to the Administrative Agent and all of the Lenders as of the date hereof that: 

(a) Existence; etc. Each Borrower is duly organized, validly existing and in good standing under the laws of the jurisdiction indicated
in the preamble of this Amendment. 
 (b) No Legal Bar. Each Borrower has the power, authority, and legal right to execute, deliver
and perform its obligations under this Amendment and each other document or instrument required to be executed and delivered by it hereunder. The execution, delivery and performance by each Borrower of this Amendment and each other document or
instrument required to be executed and delivered by such Borrower hereunder have been duly authorized by all necessary organizational action and do not and will not (i) contravene or violate any of the Organizational Documents of such Borrower,
(ii) violate any Requirement of Law, (iii) violate any Contractual Obligation binding on or affecting such Borrower or any of its assets, (iv) violate any order, injunction, writ or decree of any Governmental Authority or any arbitral
award to which such Borrower or its property is subject or (v) result in, or require, the creation or 

  
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imposition of any mortgage, deed of trust, pledge, Lien, security interest or other charge, encumbrance or preferential arrangement of any nature (other than pursuant to the Security Documents)
upon or with respect to any of the properties now owned or hereafter acquired by such Borrower. 
 (c) Approvals. No consent or
authorization of, approval by, notice to, filing with or other act by or in respect of, any Governmental Authority or any other Person is required in connection with the execution, delivery and performance of this Amendment by any of the Borrowers.

 (d) Enforceable Obligations. This Amendment has been duly executed and delivered by each Borrower. This Amendment constitutes a
legal, valid and binding obligation of each Borrower enforceable against each Borrower in accordance with its terms, except as enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium and other similar laws affecting the
enforcement of creditors’ rights generally and general equitable principles. 
 (e) Security Documents. The Security Documents
constitute valid and perfected security interests and liens in and to the Collateral covered thereby with the priority required thereunder and secure the payment and performance of the Secured Obligations, and all action required to perfect fully
such security interests and liens has been taken and completed, and the execution, delivery and performance of this Amendment do not adversely affect any such security interests and liens or the perfection or priority thereof. 

(f) No Default. No Default or Event of Default has occurred and is continuing. 

(g) Representations and Warranties. The representations and warranties made by each of the Borrowers in the Credit Agreement and the
other Loan Documents are true and correct in all material respects on and as of the date hereof (except to the extent such representations and warranties relate, by their terms, to a specific earlier date, in which case they shall be true and
correct on and as of such earlier date). 
 SECTION 5. RELEASE; COVENANT NOT TO SUE; ACKNOWLEDGMENT. (a) EACH BORROWER
(COLLECTIVELY, THE “RELEASING PARTIES”) HEREBY ABSOLUTELY AND UNCONDITIONALLY RELEASES AND FOREVER DISCHARGES THE ADMINISTRATIVE AGENT AND EACH LENDER, AND ANY AND ALL RELATED PARTIES OF ANY OF THE FOREGOING (EACH A
“RELEASED PARTY”), FROM ANY AND ALL CLAIMS, DEMANDS OR CAUSES OF ACTION OF ANY KIND, NATURE OR DESCRIPTION RELATING TO OR ARISING OUT OF OR IN CONNECTION WITH OR AS A RESULT OF ANY OF THE OBLIGATIONS, THE CREDIT AGREEMENT, THIS
AMENDMENT, OR ANY OF THE OTHER LOAN DOCUMENTS, WHETHER ARISING IN LAW OR EQUITY OR UPON CONTRACT OR TORT OR UNDER ANY STATE OR FEDERAL LAW OR OTHERWISE, WHICH EACH RELEASING PARTY HAS HAD, NOW HAS OR HAS MADE CLAIM TO HAVE AGAINST ANY RELEASED PARTY
FOR OR BY REASON OF ANY ACT, OMISSION, MATTER, CAUSE OR THING WHATSOEVER ARISING FROM THE BEGINNING OF TIME TO AND INCLUDING THE DATE OF THIS AMENDMENT, WHETHER SUCH CLAIMS, DEMANDS AND CAUSES OF ACTION ARE


  
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MATURED OR UNMATURED OR KNOWN OR UNKNOWN. IT IS THE INTENTION OF EACH RELEASING PARTY IN PROVIDING THIS RELEASE THAT THE SAME SHALL BE EFFECTIVE AS A BAR TO EACH AND EVERY CLAIM, DEMAND AND CAUSE
OF ACTION SPECIFIED. EACH RELEASING PARTY ACKNOWLEDGES THAT IT MAY HEREAFTER DISCOVER FACTS DIFFERENT FROM OR IN ADDITION TO THOSE NOW KNOWN OR BELIEVED TO BE TRUE WITH RESPECT TO SUCH CLAIMS, DEMANDS, OR CAUSES OF ACTION AND AGREE THAT THIS
INSTRUMENT SHALL BE AND REMAIN EFFECTIVE IN ALL RESPECTS NOTWITHSTANDING ANY SUCH DIFFERENCES OR ADDITIONAL FACTS. EACH RELEASING PARTY UNDERSTANDS, ACKNOWLEDGES AND AGREES THAT THE RELEASE SET FORTH ABOVE MAY BE PLEADED AS A FULL AND COMPLETE
DEFENSE AND MAY BE USED AS A BASIS FOR AN INJUNCTION AGAINST ANY ACTION, SUIT OR OTHER PROCEEDING WHICH MAY BE INSTITUTED, PROSECUTED OR ATTEMPTED IN BREACH OF THE PROVISIONS OF SUCH RELEASE. 

(b) EACH RELEASING PARTY, ON BEHALF OF ITSELF AND ITS SUCCESSORS, ASSIGNS, AND OTHER LEGAL REPRESENTATIVES, HEREBY ABSOLUTELY, UNCONDITIONALLY
AND IRREVOCABLY, COVENANTS AND AGREES WITH AND IN FAVOR OF EACH RELEASED PARTY THAT IT WILL NOT SUE (AT LAW, IN EQUITY, IN ANY REGULATORY PROCEEDING OR OTHERWISE) ANY RELEASED PARTY ON THE BASIS OF ANY CLAIM RELEASED, REMISED AND DISCHARGED BY SUCH
RELEASING PARTY PURSUANT TO THE ABOVE RELEASE. IF ANY RELEASING PARTY OR ANY OF ITS SUCCESSORS, ASSIGNS OR OTHER LEGAL REPRESENTATIVES VIOLATES THE FOREGOING COVENANT, SUCH RELEASING PARTY, FOR ITSELF AND ITS SUCCESSORS, ASSIGNS AND LEGAL
REPRESENTATIVES, AGREES TO PAY, IN ADDITION TO SUCH OTHER DAMAGES AS ANY RELEASED PARTY MAY SUSTAIN AS A RESULT OF SUCH VIOLATION, ALL ATTORNEYS’ FEES AND COSTS INCURRED BY SUCH RELEASED PARTY AS A RESULT OF SUCH VIOLATION. 

(c) EACH RELEASING PARTY HEREBY ACKNOWLEDGES ITS STATUS AS A BORROWER AND AFFIRMS ITS OBLIGATIONS UNDER THE CREDIT AGREEMENT AND THE OTHER
LOAN DOCUMENTS AND EACH RELEASING PARTY REPRESENTS AND WARRANTS THAT THERE ARE NO LIABILITIES, CLAIMS, SUITS, DEBTS, LIENS, LOSSES, CAUSES OF ACTION, DEMANDS, RIGHTS, DAMAGES OR COSTS, OR EXPENSES OF ANY KIND, CHARACTER OR NATURE WHATSOEVER, KNOWN
OR UNKNOWN, FIXED OR CONTINGENT, WHICH SUCH RELEASING PARTY MAY HAVE OR CLAIM TO HAVE AGAINST ANY RELEASED PARTY ARISING UNDER, IN CONNECTION WITH, AND/OR WITH RESPECT TO THE OBLIGATIONS, THE CREDIT AGREEMENT, THIS AMENDMENT OR ANY OF THE OTHER LOAN
DOCUMENTS, AND EACH RELEASING PARTY FURTHER ACKNOWLEDGES THAT, AS OF THE DATE HEREOF, IT DOES NOT HAVE ANY COUNTERCLAIM, SET-OFF, OR DEFENSE AGAINST ANY OF THE RELEASED PARTIES, EACH OF WHICH SUCH RELEASING PARTY HEREBY EXPRESSLY WAIVES. 

SECTION 6. Reference to and Effect on the Loan Documents. (a) Upon the effectiveness of this Amendment, on and after the date
hereof each reference in the Credit 

  
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Agreement to “this Agreement”, “hereunder”, “hereof” or words of like import referring to the Credit Agreement, and each reference in the other Loan Documents to
“the Credit Agreement”, “thereunder”, “thereof” or words of like import referring to the Credit Agreement, shall mean and be a reference to the Credit Agreement as amended hereby. 

(b) Except as specifically amended or modified above, the Credit Agreement and all other Loan Documents, are and shall continue to be in full
force and effect in accordance with their respective terms and are hereby in all respects ratified and confirmed by each Borrower. 
 (c)
The execution, delivery and effectiveness of this Amendment shall not, except as expressly provided herein, operate as a waiver of any right, power or remedy of any Lender or the Administrative Agent under any of the Loan Documents, nor constitute a
waiver of any provision of any of the Loan Documents. 
 (d) This Amendment is a Loan Document in all respects and for all purposes. 

SECTION 7. Further Assurances. Each Borrower agrees that it shall, at such Borrower’s expense and upon the request of the
Administrative Agent, duly execute and deliver, or cause to be duly executed and delivered, to the Administrative Agent such further documents and do and cause to be done such further acts as may be necessary or proper in the opinion of the
Administrative Agent to carry out more effectively the provisions and purposes of this Amendment and each of the other Loan Documents. 

SECTION 8. Costs and Expenses. The Borrowers jointly and severally agree to pay or reimburse the Administrative Agent on demand
for all of its out-of-pocket costs and expenses incurred in connection with this Amendment, any other documents prepared in connection herewith and the transactions contemplated hereby, including, without limitation, the fees and disbursements of
counsel to the Administrative Agent. 
 SECTION 9. Binding Agreement; Assignment. This Amendment shall be binding on the parties
hereto and their respective successors and assigns; provided, however, that none of the Borrowers may assign or delegate any of its rights or obligations hereunder without the prior written consent of the Administrative Agent and each
Lender. 
 SECTION 10. Execution in Counterparts. This Amendment may be executed in any number of counterparts and by different
parties hereto in separate counterparts, each of which when so executed and delivered shall be deemed to be an original and all of which taken together shall constitute but one and the same agreement. Delivery of an executed counterpart of a
signature page of this Amendment by facsimile or in electronic (i.e., “pdf” or “tif”) format shall be effective as delivery of a manually executed counterpart of this Amendment. 

SECTION 11. Acknowledgment. Each Borrower hereby acknowledges that it has been advised by counsel in the negotiation, preparation,
execution and delivery of this Amendment. 
 SECTION 12. Governing Law. This Amendment shall be governed by, and construed in
accordance with, the laws of the State of Texas. 

  
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 SECTION 13. Time of the Essence. Time is of the essence of this Amendment and the
other Loan Documents. 
 SECTION 14. Survival. All representations and warranties made in this Amendment or any other Loan
Document shall survive the execution and delivery of this Amendment, and no investigation by the Administrative Agent or the Lenders or any closing will affect such representations and warranties or the right of the Administrative Agent or the
Lenders to rely upon them. 
 SECTION 15. Headings. The section headings hereof are inserted for convenience of reference only
and shall in no way alter, amend, define or be used in the construction or interpretation of the text of such section. 
 SECTION 16.
ENTIRE AGREEMENT. THIS AMENDMENT, THE CREDIT AGREEMENT AND THE OTHER LOAN DOCUMENTS COLLECTIVELY REPRESENT THE FINAL AGREEMENT AMONG THE PARTIES AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS
OF THE PARTIES. THERE ARE NOT UNWRITTEN ORAL AGREEMENTS AMONG THE PARTIES. 
 [Signature Pages Follow] 

  
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 IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed and delivered by
their proper and duly authorized officers as of the date first above written. 
  

			
	ADMINISTRATIVE AGENT:
	
	SOUTHWEST BANK,
	a Texas state bank, as Administrative Agent
		
	By:		 /s/ Josh Burleson

	Name:		Josh Burleson
	Title:		Vice President



  
 Signature Page 

Amendment No. 8 to Credit Agreement 








 
			
	LENDER:
	
	 SOUTHWEST BANK,
 a Texas
state bank, as the sole Lender

		
	By:		 /s/ Josh Burleson

	Name:		Josh Burleson
	Title:		Vice President



  
 Signature Page 

Amendment No. 8 to Credit Agreement 








 
			
	BORROWERS:
	
	USMD HOLDINGS, INC.
		
	By:		 /s/ Carolyn Jones

	Name:		Carolyn Jones
	Title:		Chief Accounting Officer
	
	IMPEL MANAGEMENT SERVICES, L.L.C.
		
	By:		USMD Holdings, Inc., its sole member
		
	By:		 /s/ Carolyn Jones

	Name:		Carolyn Jones
	Title:		Chief Accounting Officer
	
	IMPEL CONSULTING EXPERTS, L.L.C.
		
	By:		Impel Management Services, L.L.C., its sole member
		
	By:		USMD Holdings, Inc., its sole member
		
	By:		 /s/ Carolyn Jones

	Name:		Carolyn Jones
	Title:		Chief Accounting Officer



  
 Signature Page 

Amendment No. 8 to Credit Agreement 








 
			
	USMD INC.
		
	By:		 /s/ Carolyn Jones

	Name:		Carolyn Jones
	Title:		Chief Accounting Officer
	
	MAT-RX DEVELOPMENT, L.L.C.
		
	By:		USMD Inc., its sole member
		
	By:		 /s/ Carolyn Jones

	Name:		Carolyn Jones
	Title:		Chief Accounting Officer
	
	MAT-RX FORT WORTH GP, L.L.C.
		
	By:		MAT-RX DEVELOPMENT, L.L.C., its sole member
		
	By:		USMD Inc., its sole member
		
	By:		 /s/ Carolyn Jones

	Name:		Carolyn Jones
	Title:		Chief Accounting Officer



  
 Signature Page 

Amendment No. 8 to Credit Agreement 








 
			
	USMD OF ARLINGTON GP, L.L.C.
		
	By:		MAT-RX DEVELOPMENT, L.L.C., its sole member
		
	By:		USMD Inc., its sole member
		
	By:		 /s/ Carolyn Jones

	Name:		Carolyn Jones
	Title:		Chief Accounting Officer
	
	USGP, LLC.
		
	By:		USMD Inc., its sole member
		
	By:		 /s/ Carolyn Jones

	Name:		Carolyn Jones
	Title:		Chief Accounting Officer
	
	US LITHOTRIPSY, L.P.
		
	By:		USGP, LLC., its general partner
		
	By:		USMD Inc., its sole member
		
	By:		 /s/ Carolyn Jones

	Name:		Carolyn Jones
	Title:		Chief Accounting Officer



  
 Signature Page 

Amendment No. 8 to Credit Agreement 








 
			
	LITHO GP, LLC.
		
	By:		US Lithotripsy, L.P., its sole member
		
	By:		USGP, LLC., its general partner
		
	By:		USMD Inc., its sole member
		
	By:		 /s/ Carolyn Jones

	Name:		Carolyn Jones
	Title:		Chief Accounting Officer
	
	METRO I STONE MANAGEMENT, LTD.
		
	By:		Litho GP, LLC., its general partner
		
	By:		US Lithotripsy, L.P., its sole member
		
	By:		USGP, LLC., its general partner
		
	By:		USMD Inc., its sole member
		
	By:		 /s/ Carolyn Jones

	Name:		Carolyn Jones
	Title:		Chief Accounting Officer
	
	USMD ADMINISTRATIVE SERVICES, L.L.C.
		
	By:		USMD Inc., its sole member
		
	By:		 /s/ Carolyn Jones

	Name:		Carolyn Jones
	Title:		Chief Accounting Officer



  
 Signature Page 

Amendment No. 8 to Credit Agreement 








 
			
	USMD DIAGNOSTIC SERVICES, LLC
		
	By:		USMD Inc., its sole member
		
	By:		 /s/ Carolyn Jones

	Name:		Carolyn Jones
	Title:		Chief Accounting Officer
	
	USMD PPM, LLC
		
	By:		USMD Inc., its sole member
		
	By:		 /s/ Carolyn Jones

	Name:		Carolyn Jones
	Title:		Chief Accounting Officer
	
	USMD CANCER TREATMENT CENTERS, L.L.C.
		
	By:		USMD Inc., its sole member
		
	By:		 /s/ Carolyn Jones

	Name:		Carolyn Jones
	Title:		Chief Accounting Officer



  
 Signature Page 

Amendment No. 8 to Credit Agreement 








 
			
	USMD CANCER TREATMENT CENTERS GP, L.L.C.
		
	By:		USMD Cancer Treatment Centers, L.L.C., its sole member
		
	By:		USMD Inc., its sole member
		
	By:		 /s/ Carolyn Jones

	Name:		Carolyn Jones
	Title:		Chief Accounting Officer
	
	USMD AFFILIATED SERVICES
		
	By:		 /s/ Carolyn Jones

	Name:		Carolyn Jones
	Title:		Chief Accounting Officer
	
	MEDICAL CLINIC OF NORTH TEXAS PLLC
		
	By:		USMD Affiliated Services, its sole member
		
	By:		 /s/ Carolyn Jones

	Name:		Carolyn Jones
	Title:		Chief Accounting Officer



  
 Signature Page 

Amendment No. 8 to Credit Agreement 








 
			
	UROLOGY ASSOCIATES OF NORTH TEXAS, P.L.L.C.
		
	By:		USMD Affiliated Services, its sole member
		
	By:		 /s/ Carolyn Jones

	Name:		Carolyn Jones
	Title:		Chief Accounting Officer
	
	 USMD CTC (MO), LLC,
 a
Missouri limited liability company

		
	By:		USMD Cancer Treatment Centers, L.L.C., its sole member
		
	By:		USMD Inc., its sole member
		
	By:		 /s/ Carolyn Jones

	Name:		Carolyn Jones
	Title:		Chief Accounting Officer



  
 Signature Page 

Amendment No. 8 to Credit Agreement