EX-10.1



 Exhibit 10.1 

EXECUTION VERSION 

AMENDMENT NO. 3 TO CREDIT AGREEMENT 

This AMENDMENT NO. 3 TO CREDIT AGREEMENT (this “Amendment”) dated as of February 25, 2014 (the “Amendment
No. 3 Effective Date”), among USMD HOLDINGS, INC., a Delaware corporation “Holdings”), UROLOGY ASSOCIATES OF NORTH TEXAS, P.L.L.C., Texas limited liability partnership, 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 association, and
USMD CTC (MO), LLC, a Missouri limited liability company (individually a “Borrower” and collectively, the “Borrowers”), the undersigned Lenders (as defined below), and JPMORGAN CHASE BANK, N.A., as administrative
agent for the Lenders (the “Administrative Agent”). 
 PRELIMINARY STATEMENTS: 

(1) The Borrowers, the lenders party thereto (the “Lenders”), and the Administrative Agent have entered into a 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 amended by that certain Amendment No. 2 to Credit Agreement dated as of September 13,
2013 (the “Credit Agreement”). 
 (2) The Borrowers have requested, and, upon Section 2 of this Amendment becoming
effective, the Lenders and the Administrative Agent have agreed, that certain provisions of 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, agree as follows: 
 SECTION 1. Defined
Terms. Terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement. 

SECTION 2. Amendments to Credit Agreement. The Credit Agreement is, effective as of the Amendment No. 3 Effective Date,
hereby amended as follows: 
 (a) The following defined terms are hereby added to Section 1.01 of the Credit Agreement in their correct
alphabetical locations: 







 “Consolidated Senior Indebtedness” means, at any date, the
Consolidated Total Indebtedness of the Borrowers minus the outstanding principal of the Subordinated Debt and the Convertible Notes on such date. 

“Consolidated Total Indebtedness” means, at any date, the aggregate principal amount of all Indebtedness of
the Borrowers at such date, determined on a consolidated basis in accordance with GAAP. 
 “Designated
Person” means a Person: 
 (a) listed in the annex to, or otherwise the subject of the provisions of, any Executive
Order; 
 (b) named as a “Specially Designated National and Blocked Person” (“SDN”) on the most
current list published by OFAC at its official website or any replacement website or other replacement official publication of such list; or is otherwise the subject of any Sanctions Laws and Regulations; or 

(c) in which a Person on the SDN List has 50% or greater ownership interest or that is otherwise controlled by an SDN. 

“Sanctions Laws and Regulations” means any sanctions, prohibitions or requirements imposed by any executive
order (an “Executive Order”) or by any sanctions program administered by the U.S. Department of the Treasury Office of Foreign Assets Control (“OFAC”). 

“Senior Leverage Ratio” means, as at the last day of any period, the ratio of (a) Consolidated Senior
Indebtedness on such day to (b) Consolidated EBITDA for such period. 
 (b) The definition of “Anti-Terrorism Order” is hereby
deleted from Section 1.01 of the Credit Agreement. 
 (c) In the definition of “Revolving Termination Date” contained in
Section 1.01 of the Credit Agreement, the date “February 28, 2014” is hereby amended to read “June 30, 2015”. 
 (d)
Section 4.24 of the Credit Agreement is hereby amended and restated in its entirety as follows: 
 “Section 4.24.
Sanctions Laws and Regulations. None of the Borrowers, or to the best of their knowledge any of their respective directors, officers, brokers or other agents acting or benefiting in any capacity in connection with any of the Facilities, or
any of its respective parents, Subsidiaries, or Affiliates, is a Designated Person.” 

  
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 (e) The following Section 5.13 is hereby added to the Credit Agreement in its correct
numerical location: 
 “Section 5.13. Sanction Laws and Regulations. 

(a) The Borrowers shall not, directly or indirectly, use the proceeds of any of the Facilities, or lend, contribute or
otherwise make available such proceeds to any Subsidiary, joint venture partner or other Person (a) to fund any activities or business of or with any Designated Person, or in any country or territory, that at the time of such funding is the
subject of any sanctions under any Sanctions Laws and Regulations, or (ii) in any other manner that would result in a violation of any Sanctions Laws and Regulations by any party to this Agreement. 

(b) None of the funds or assets of the Borrowers that are used to pay any amount due pursuant to the this Agreement or any
other Loan Document shall constitute funds obtained from transactions with or relating to Designated Persons or countries which are the subject of sanctions under any Sanctions Laws and Regulations.” 

(f) Paragraph (a) of Section 6.01 of the Credit Agreement is hereby amended and restated in its entirety to read as follows: 

“(a) Fixed Charge Coverage Ratio. Permit the Fixed Charge Coverage Ratio as at the last day of any period of four
consecutive Fiscal Quarters of the Borrowers ending during any test period set forth below to be less than the ratio set forth below opposite such test period: 
  

					
	 Test Period
	  	 Fixed Charge Coverage Ratio
	 
	 From and including December 31, 2012 through and including December 31, 2013
	  	 	1.50 to 1.00	  
	 From and including March 31, 2014 and Thereafter”
	  	 	1.25 to 1.00	  

 (g) The following paragraph (d) is hereby added to Section 6.01 of the Credit Agreement after
paragraph (c) thereof: 
 “(d) Senior Leverage Ratio. Permit the Senior Leverage Ratio as at the last day of
any period of four consecutive Fiscal Quarters of the Borrowers ending during any test period set forth below to exceed the ratio set forth below opposite such test period: 
  

					
	 Test Period
	  	 Senior Leverage Ratio
	 
	 From and including December 31, 2013 through and including September 30, 2014
	  	 	1.50 to 1.00	  
	 From and including December 31, 2014 and Thereafter”
	  	 	1.25 to 1.00	  


  
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 (h) Exhibit B of the Credit Agreement is hereby amended and restated in its entirety in
the form of Annex A hereto. 
 SECTION 3. Conditions of Effectiveness. This Amendment shall become effective when, and
only when, on or before February 25, 2014, the Administrative Agent shall have received counterparts of this Amendment duly executed and delivered by all of the Borrowers and all of the Lenders, and Section 2 of this Amendment shall become
effective as of the Amendment No. 3 Effective Date when, and only when, on or before February 25, 2014, all of the following conditions precedent have been satisfied: 

(a) Fees and Expenses. 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 this Amendment and the transactions contemplated hereby (including, to the extent invoiced, the reasonable out-of-pocket fees, disbursements
and charges of counsel to the Administrative Agent). 
 (b) Amendment Fee. The Borrowers shall have paid to the Administrative Agent,
for the account of the Lenders, an amendment fee in the aggregate amount of $50,000.00. 
 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 any Borrower hereunder have been duly authorized by all necessary organizational action and do not (i) contravene or violate any of the Organizational Documents of any Borrower,
(ii) violate any Requirement of Law, (iii) violate any Contractual Obligation binding on or affecting any Borrower or any of its assets, or (iv) result in, or require, the creation or 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 any of the Borrowers.

 (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 and each of the other
Loan Documents to which any Borrower is a party constitutes a legal, valid and binding obligation of each Borrower that is a party thereto enforceable against each such Borrower in accordance with its respective 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. 

  
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 (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 such security interests and liens. 

(f) No Default. No Default or Event of Default exists before or immediately after giving effect to this Amendment. 

(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, before and after giving effect to the effectiveness of this Amendment (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. 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 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, and all provisions of the Credit Agreement pertaining to the Loan
Documents apply hereto and thereto. 
 SECTION 6. 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 reasonable expenses incurred in connection with this Amendment, any other documents prepared in connection herewith and the transactions contemplated hereby,
including, without limitation, the reasonable fees and disbursements of counsel to the Administrative Agent. 

  
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 SECTION 7. Binding Agreement. 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 8. 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 Agreement. 

SECTION 9. Governing Law. This Amendment shall be governed by, and construed in accordance with, the laws of the State of Texas.

 SECTION 10. 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 11. 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:
	
	 JPMORGAN CHASE BANK, N.A.,

as Administrative Agent

		
	By: 	 	/s/ J. Michael Wilson
	Name:	 	J. Michael Wilson
	Title:	 	Senior Vice President


 Signature Page 

Amendment No. 3 to Credit Agreement 







 
			
	LENDERS:
	
	JPMORGAN CHASE BANK, N.A.,
		
	By:	 	/s/ J. Michael Wilson
	Name:	 	J. Michael Wilson
	Title:	 	Senior Vice President



  
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Amendment No. 3 to Credit Agreement 








 
			
	CAPITAL ONE, NATIONAL ASSOCIATION
		
	By:	 	 /s/ Michael Barber

	Name:	 	Michael Barber
	Title:	 	Senior Vice President



  
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Amendment No. 3 to Credit Agreement 








 
			
	TEXAS CAPITAL BANK, NATIONAL ASSOCIATION
		
	By:	 	 /s/ Leslie J. Tiezen

	Name:	 	Leslie J. Tiezen
	Title:	 	Senior Vice President



  
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Amendment No. 3 to Credit Agreement 








 
			
	SOUTHWEST BANK,
	a Texas State Bank
		
	By:	 	 /s/ Josh Burleson

	Name:	 	Josh Burleson
	Title:	 	Vice President



  
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Amendment No. 3 to Credit Agreement 








 
			
	BORROWERS:
	
	USMD HOLDINGS, INC.
		
	By:	 	/s/ Gordon Davis
		 	  

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

	Name:	 	Gordon Davis
	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/ Gordon Davis
		 	  

	Name:	 	Gordon Davis
	Title:	 	Chief Accounting Officer



  
 Signature Page 

Amendment No. 3 to Credit Agreement 








 
			
	USMD INC.
		
	By:	 	/s/ Gordon Davis
		 	  

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

	Name:	 	Gordon Davis
	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/ Gordon Davis
		 	  

	Name:	 	Gordon Davis
	Title:	 	Chief Accounting Officer



  
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Amendment No. 3 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/ Gordon Davis
	Name:	 	Gordon Davis
	Title:	 	Chief Accounting Officer
	
	USGP, LLC.
		
	By:	 	USMD Inc., its sole member
		
	By:	 	/s/ Gordon Davis
	Name:	 	Gordon Davis
	Title:	 	Chief Accounting Officer
	
	US LITHOTRIPSY, L.P.
		
	By:	 	USGP, LLC., its general partner
		
	By:	 	USMD Inc., its sole member
		
	By:	 	/s/ Gordon Davis
	Name:	 	Gordon Davis
	Title:	 	Chief Accounting Officer



  
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Amendment No. 3 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/ Gordon Davis
	Name:	 	Gordon Davis
	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/ Gordon Davis
	Name:	 	Gordon Davis
	Title:	 	Chief Accounting Officer
	
	USMD ADMINISTRATIVE SERVICES, L.L.C.
		
	By:	 	USMD Inc., its sole member
		
	By:	 	/s/ Gordon Davis
	Name:	 	Gordon Davis
	Title:	 	Chief Accounting Officer



  
 Signature Page 

Amendment No. 3 to Credit Agreement 








 
			
	USMD DIAGNOSTIC SERVICES, LLC
		
	By:	 	USMD Inc., its sole member
		
	By:	 	/s/ Gordon Davis
	Name:	 	Gordon Davis
	Title:	 	Chief Accounting Officer
	
	USMD PPM, LLC
		
	By:	 	USMD Inc., its sole member
		
	By:	 	/s/ Gordon Davis
	Name:	 	Gordon Davis
	Title:	 	Chief Accounting Officer
	
	USMD CANCER TREATMENT CENTERS, L.L.C.
		
	By:	 	USMD Inc., its sole member
		
	By:	 	/s/ Gordon Davis
	Name:	 	Gordon Davis
	Title:	 	Chief Accounting Officer



  
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Amendment No. 3 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/ Gordon Davis

	Name:	 	Gordon Davis
	Title:	 	Chief Accounting Officer
	
	USMD AFFILIATED SERVICES
		
	By:	 	 /s/ Gordon Davis

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

	Name:	 	Gordon Davis
	Title:	 	Chief Accounting Officer



  
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Amendment No. 3 to Credit Agreement 








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

	Name:	 	Gordon Davis
	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/ Gordon Davis

	Name:	 	Gordon Davis
	Title:	 	Chief Accounting Officer



  
 Signature Page 

Amendment No. 3 to Credit Agreement 








 ANNEX A 

FORM COMPLIANCE CERTIFICATE