EX-10.3



 Exhibit 10.3 

AMENDMENT NO. 11 TO CREDIT AGREEMENT 

As of November 13, 2015 
 To the Borrowers
that are 
 parties to the Credit Agreement 
 referred to below

 c/o USMD Holdings, Inc. 
 6333 North State Highway 161 

Suite 200 
 Irving, Texas 75038 

Ladies/Gentlemen: 
 We refer to the Credit
Agreement dated as of August 31, 2012 (as amended, the “Credit Agreement”) among USMD Holdings, Inc., a Delaware corporation, the other borrowers that are parties thereto, the lenders that are parties thereto (the
“Lenders”), and Southwest Bank, as successor in interest to JPMorgan Chase Bank, N.A. as administrative agent for the Lenders (the “Administrative Agent”). Unless otherwise defined herein, terms defined in the
Credit Agreement shall be used herein as therein defined. As used herein, the term “Amendment” means this Amendment No. 11 to Credit Agreement. 

For good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree as follows.

 1. Amendments. The Credit Agreement is, effective as of the date first above written, hereby amended as follows: 

(a) The following paragraph (f) is hereby added to Section 1.02 of the Credit Agreement: 

“(f) The obligations of USMD PPM, LLC under the Lease dated August 22, 2014, between USMD PPM, LLC, as tenant, and
121 Centre, LLC, as landlord, shall not constitute or be treated as Capital Expenditures or Indebtedness under this Agreement.” 
 (b)
Paragraph (c) in Section 6.01 of the Credit Agreement is hereby amended and restated in its entirety to read as follows: 

  
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 “(c) Capital Expenditures. Permit the aggregate Capital Expenditures of the Borrowers
during any Fiscal Year to exceed the amount specified below opposite such Fiscal Year: 
  

					
	 Fiscal Year Ending On
	  	Maximum
Capital
Expenditures	 
	 December 31, 2015
	  	$	15,000,000	  
	 December 31, 2016
	  	$	 6,000,000	  

 (c) Paragraph (e) of Section 6.02 of the Credit Agreement is hereby amended and restated in its entirety to read as
follows: 
 “(e) Indebtedness (including, without limitation, Capital Lease Obligations) secured by Liens permitted by
Section 6.03(g) in an aggregate principal amount not to exceed $10,000,000 at any one time outstanding;” 
 (d)
Paragraph (h) of Section 6.02 of the Credit Agreement is hereby amended and restated in its entirety to read as follows: 

“(h) additional unsecured Indebtedness of the Borrowers in an aggregate principal amount not to exceed $1,000,000 at any
time outstanding; and” 
 2. Conditions Precedent. This Amendment shall become effective, as of the date first above written, on
the date (the “Amendment Effective Date”) on which the Administrative Agent shall have received: 
 (a) this Amendment duly
executed by each of the Borrowers and each of the Lenders; and 
 (b) the Administrative Agent shall have received payment of all fees and
expenses for which invoices have been presented (including the reasonable fees and expenses of legal counsel for the Administrative Agent). 

3. Representations and Warranties. Each Borrower hereby represents and warrants to the Administrative Agent and the Lenders that
(a) the execution, delivery and performance of this Amendment have been duly authorized by all necessary organizational action on the part of such Borrower, (b) this Amendment has been duly executed and delivered by such Borrower and
constitutes a legal, valid and binding obligation of such Borrower, enforceable against it in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium, or other laws affecting creditors’ rights
generally and general principles of equity, regardless of whether considered in a proceeding in equity or at law, (c) the representations and warranties of such Borrower set forth in the Credit Agreement and the other Loan Documents are true
and correct in all material respects on and as of the date hereof with the same effect as if made on the date hereof, except for representations and warranties expressly 

  
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stated to relate to a specific earlier date, in which case such representations and warranties were true and correct in all material respects as of such earlier date, and (d) no Default or
Event of Default has occurred and is continuing. 
 4. Miscellaneous. 

(a) On and after the Amendment Effective Date, each reference in the Credit 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 above, the
Credit Agreement and the Notes, and all other Loan Documents, are and shall continue to be in full force and effect and are hereby in all respects and for all purposes ratified and confirmed. Without limiting the generality of the foregoing, the
Security Documents and all of the Collateral described therein do and shall continue to secure the payment and performance of all Obligations of the Borrowers under the Loan Documents, in each case, as amended by this Amendment and all guarantees
and grants of Liens by the Borrowers pursuant to the Loan Documents are hereby ratified and reaffirmed by each Borrower. 
 (c) This
Amendment is a Loan Document. 
 (d) This Amendment shall be governed by, and construed in accordance with, the laws of the State of Texas.

 (e) THIS AMENDMENT, THE CREDIT AGREEMENT AND THE OTHER LOAN DOCUMENTS REPRESENT THE FINAL AGREEMENT AMONG THE PARTIES AND MAY NOT BE
CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS, OR UNWRITTEN ORAL AGREEMENTS OF THE PARTIES. THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES. 

(f) The Borrowers jointly and severally agree to pay on demand all costs and expenses of the Administrative Agent in connection with the
preparation, execution, delivery, and administration of this Amendment and the other instruments and documents to be delivered hereunder including, without limitation, the reasonable fees and out-of-pocket expenses of counsel for the Administrative
Agent. 
 If you agree to the terms and provisions of this Amendment, please evidence such agreement by executing and returning a
counterpart of this Amendment to the undersigned. 
 This Amendment may be executed in any number of counterparts and by any combination of
the parties hereto in separate counterparts, each of which counterparts shall be an original and all of which taken together shall constitute one and the same instrument. Delivery of an executed counterpart of a signature page of this Amendment by
facsimile or other electronic imaging means shall be effective as delivery of a manually executed counterpart of this Amendment. 

  
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	Very truly yours,
	
	SOUTHWEST BANK,
	as Administrative Agent and as
the sole Lender
		
	By:	 	 /s/ Josh Burleson

	Name:	 	Josh Burleson
	Title:	 	Senior Vice President


  
 Signature Page 

Amendment No. 11 to Credit Agreement 

  








 Accepted and Agreed to by: 
  

			
	BORROWERS:
	
	USMD HOLDINGS, INC.
		
	By:	 	 /s/ Jim Berend

	Name:	 	Jim Berend
	Title:	 	Chief Financial Officer
	
	IMPEL MANAGEMENT SERVICES, L.L.C.
		
	By:	 	USMD Holdings, Inc., its sole member
	By:	 	 /s/ Jim Berend

	Name:	 	Jim Berend
	Title:	 	Chief Financial 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/ Jim Berend

	Name:	 	Jim Berend
	Title:	 	Chief Financial Officer

  
 Signature Page 

Amendment No. 11 to Credit Agreement 

  









			
	
	USMD INC.
		
	By:	 	 /s/ Jim Berend

	Name:	 	Jim Berend
	Title:	 	Chief Financial Officer
	
	MAT-RX DEVELOPMENT, L.L.C.
		
	By:	 	USMD Inc., its sole member
		
	By:	 	 /s/ Jim Berend

	Name:	 	Jim Berend
	Title:	 	Chief Financial 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/ Jim Berend

	Name:	 	Jim Berend
	Title:	 	Chief Financial Officer

  
 Signature Page 

Amendment No. 11 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/ Jim Berend

	Name:	 	Jim Berend
	Title:	 	Chief Financial Officer
	
	USGP, LLC
		
	By:	 	USMD Inc., its sole member
		
	By:	 	 /s/ Jim Berend

	Name:	 	Jim Berend
	Title:	 	Chief Financial Officer
	
	US LITHOTRIPSY, L.P.
		
	By:	 	USGP, LLC, its general partner
		
	By:	 	USMD Inc., its sole member
		
	By:	 	 /s/ Jim Berend

	Name:	 	Jim Berend
	Title:	 	Chief Financial Officer

  
 Signature Page 

Amendment No. 11 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/ Jim Berend

	Name:	 	Jim Berend
	Title:	 	Chief Financial 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/ Jim Berend

	Name:	 	Jim Berend
	Title:	 	Chief Financial Officer
	
	USMD ADMINISTRATIVE SERVICES, L.L.C.
		
	By:	 	USMD Inc., its sole member
		
	By:	 	 /s/ Jim Berend

	Name:	 	Jim Berend
	Title:	 	Chief Financial Officer

  
 Signature Page 

Amendment No. 11 to Credit Agreement 

  









			
	
	USMD DIAGNOSTIC SERVICES, LLC
		
	By:	 	USMD Inc., its sole member
		
	By:	 	 /s/ Jim Berend

	Name:	 	Jim Berend
	Title:	 	Chief Financial Officer
	
	USMD PPM, LLC
		
	By:	 	USMD Inc., its sole member
		
	By:	 	 /s/ Jim Berend

	Name:	 	Jim Berend
	Title:	 	Chief Financial Officer
	
	USMD CANCER TREATMENT CENTERS, L.L.C.
		
	By:	 	USMD Inc., its sole member
		
	By:	 	 /s/ Jim Berend

	Name:	 	Jim Berend
	Title:	 	Chief Financial Officer

  
 Signature Page 

Amendment No. 11 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/ Jim Berend

	Name:	 	Jim Berend
	Title:	 	Chief Financial Officer
	
	USMD AFFILIATED SERVICES
		
	By:	 	 /s/ Jim Berend

	Name:	 	Jim Berend
	Title:	 	Chief Financial Officer
	
	MEDICAL CLINIC OF NORTH TEXAS PLLC
		
	By:	 	USMD Affiliated Services, its sole member
		
	By:	 	 /s/ Jim Berend

	Name:	 	Jim Berend
	Title:	 	Chief Financial Officer

  
 Signature Page 

Amendment No. 11 to Credit Agreement 

  









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

	Name:	 	Jim Berend
	Title:	 	Chief Financial 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/ Jim Berend

	Name:	 	Jim Berend
	Title:	 	Chief Financial Officer

  
 Signature Page 

Amendment No. 11 to Credit Agreement