EX-10.4



 Exhibit 10.4 

AMENDMENT NO. 9 TO CREDIT AGREEMENT AND AMENDMENT NO. 2 TO 

GUARANTEE AND COLLATERAL AGREEMENT 

This AMENDMENT NO. 9 TO CREDIT AGREEMENT AND AMENDMENT NO. 2 TO GUARANTEE AND COLLATERAL AGREEMENT (this “Amendment”), dated
August 11, 2015 (the “Closing Date”) but effective as of June 30, 2015 (the “Amendment No. 9 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, as further amended by that certain Amendment No. 8 to Credit Agreement
dated as of April 29, 2015 (as so amended and as further amended hereby, the “Credit Agreement”). 
 (2) The Borrowers
have requested that the Credit Agreement and the Guarantee and Collateral Agreement (as defined in 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. 9 Effective Date, hereby amended as follows: 
 (a) As used in this Amendment, the following terms shall have the following
meanings: 
 “Cash Collateral” has the meaning specified in the Credit Agreement (after giving effect to
this Amendment). 
 “Collateral Account” has the meaning specified in the Credit Agreement (after giving
effect to this Amendment). 
 (b) The following definition of “Cash Collateralize” is hereby added to Section 1.01 of the
Credit Agreement in its correct alphabetical location: 
 “Cash Collateralize” means, to deposit into the
Cash Collateral Account and pledge to the Administrative Agent, for the benefit of the Administrative Agent and the Lenders, as collateral for the Tranche A Term Loans and the other Secured Obligations, cash, funds or deposit account balances,
pursuant to documentation in form and substance satisfactory to the Administrative Agent. “Cash Collateral” shall have a meaning correlative to the foregoing and shall include the proceeds of such cash collateral. 

(c) The definition of Collateral Account contained in Section 1.01 of the Credit Agreement is hereby amended and restated in its entirety
as follows: 
 “Collateral Account” means deposit account number 3679248 standing in the name of Holdings at
Southwest Bank and all certificates, instruments and other documents evidencing such account, all cash, funds or other sums now or at any time hereafter on deposit in such deposit account, all cash, funds or other sums now due or to become due with
respect to such deposit account and any and all renewals, extensions, replacements and proceeds thereof. The Collateral Account shall be under the sole dominion and control of the Administrative Agent, and neither Holdings nor any of the other
Borrowers shall have any right to withdraw any funds or other property from the Collateral Account without the prior written consent of the Administrative Agent. The Collateral Account shall, at Administrative Agents’ and the Lenders’ sole
option, be subject to a deposit account control agreement (blocked account) in form and substance acceptable to Administrative Agent and the Lenders. The Collateral Account will bear interest for the benefit of Borrowers at the fixed rate per annum
rate of .55%. At any time and from time to time, the Borrowers may elect to apply funds in the Collateral Account to prepay the Tranche A Term Loans, in whole or in part, in accordance with Section 2.08 of the Credit Agreement. 

  
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 (d) The definition of “Consolidated Senior Indebtedness” contained in Section 1.01
of the Credit Agreement is hereby amended and restated in its entirety to read as follows: 
 “Consolidated Senior
Indebtedness” means, at any date, the Consolidated Total Indebtedness of the Borrowers minus an amount equal to the sum of (a) the outstanding principal amount of all Subordinated Debt and Convertible Notes on such date, and
(b) the amount of Cash Collateral in the Collateral Account. 
 (e) The definition of “Revolving Commitment” contained in
Section 1.01 of the Credit Agreement is hereby amended and restated in its entirety to read as follows: 

“Revolving Commitment” means, as to any Lender, the obligation of such Lender, if any, to make Revolving Loans
in an aggregate principal amount not to exceed the amount set forth under the heading “Revolving Commitment” opposite such Lender’s name on Schedule 1.01A or in the Assignment and Assumption pursuant to which such Lender became a
party hereto, as the same may be changed from time to time pursuant to the terms hereof; provided that the Revolving Commitment as to any Lender and the Total Revolving Commitments shall not exceed $2,500,000 until all of the Tranche A Term
Loans shall have been fully Cash Collateralized. 
 (f) The definition of “Senior Leverage Ratio” contained in Section 1.01 of
the Credit Agreement is hereby amended and restated in its entirety to read as follows: 
 “Senior Leverage
Ratio” means, as at the last day of any period, the ratio of (a) Consolidated Senior Indebtedness (less the principal amount of the Tranche A Term Loans that are fully Cash Collateralized) on such day to (b) EBITDA for such
period. 
 (g) The proviso at the end of Section 2.03(a) of the Credit Agreement is hereby amended and restated in its entirety as
follows: 
 “provided, however, if all outstanding principal of the Tranche A Term Loans is fully Cash Collateralized,
installments of principal shall no longer be payable on the dates specified above; provided, further, that all outstanding principal of the Tranche A Term Loans shall be repaid by the Borrowers on the Maturity Date for the Tranche A
Facility.” 
 (h) The following sentence is hereby added to the end of Section 2.05 of the Credit Agreement: 

“Notwithstanding the foregoing, for all borrowings made under the Revolving Facility from and after the Closing Date, each Notice of
Borrowing by the Borrower Representative shall be signed by any two (2) of the following officers of the Borrower Representative: (i) chief executive officer, (ii) president, (iii)

  
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chief financial officer and (iv) chief accounting officer; provided, that in any event two (2) separate natural persons holding appropriate titles referenced above (as opposed to one
person holding more than one of the above titles) shall sign such Notice of Borrowing on behalf of the Borrower Representative. 
 (i)
Paragraph (b) of Section 2.12 of the Credit Agreement is hereby amended and restated in its entirety to read as follows: 

“(b) The Tranche A Term Loans shall bear interest at a rate per annum equal to five percent (5%), provided that
commencing on the first Business Day following the date that all of the Tranche A Term Loans are fully Cash Collateralized, the Tranche A Term Loans shall bear interest at a rate per annum equal to 1.8%.” 

(j) The following Section 5.14 is hereby added to the Credit Agreement: 

“Section 5.14. Collateral Account. The Borrowers shall cause (a) at all times after the Closing Date, the
Tranche A Term Loans to be Cash Collateralized with Cash Collateral in an amount equal to 50% of the outstanding principal amount of the Tranche A Term Loans, and (b) at all times after the date that is sixty (60) days after the Closing
Date, all of the Tranche A Term Loans to be fully Cash Collateralized.” 
 (k) Paragraph (c) in Section 6.01 of the Credit
Agreement is hereby amended and restated in its entirety to read as follows: 
 “(c) Capital Expenditures. Permit
the aggregate Capital Expenditures of the Borrowers (a) during the Fiscal Year ending on December 31, 2015 to exceed $6,000,000, and (b) during the Fiscal Year ending on December 31, 2016, to exceed $4,500,000.” 

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

“(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
	The period of Four Fiscal Quarters ending on September 30, 2015, and thereafter (with no test being performed for the period ending June 30, 2015)	  	1.00 to 1.00”

 (m) Paragraph (c) of Section 7.01 of the Credit Agreement is hereby amended and restated in its
entirety to read as follows: 

  
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 “(c) any Borrower shall default in the observance or performance of any
agreement contained in clause (i) or (ii) of Section 5.04(a), Section 5.07(a), Section 5.13 or Article VI of this Agreement or Sections 6.05 and 6.08(b) of the Guarantee and Collateral Agreement; provided,
however, that, not more than one time during any period of four Fiscal Quarters, if any Borrower shall default in the observance or performance of any agreement contained in Section 6.01(a) or Section 6.01(d), such default shall not
be an Event of Default if (x) in the case of a default in the observance or performance of Section 6.01(a), the Fixed Charge Coverage Ratio is not less than 1.0 to 1.0, (y) in the case of a default in the observance or performance of
Section 6.01(d), the Senior Leverage Ratio is not in excess of 1.25 to 1.0 for the period ending September 30, 2015 and for each period thereafter, and (z) the Borrowers are in full compliance with Section 6.01(a) and
Section 6.01(d) (without giving effect to this paragraph (c)) as of the end of the Fiscal Quarter immediately following the Fiscal Quarter during which any such default occurred.” 

(n) The following sentence is hereby added to the end of Section 7.03 of the Credit Agreement: 

“Notwithstanding the foregoing, Cash Collateral shall be applied to the outstanding principal of the Tranche A Term Loans
before it is applied against any other Secured Obligations.” 
 (o) Exhibit B (Form of Compliance Certificate) of the Credit
Agreement is hereby amended and restated in its entirety in the form of Annex A hereto. 
 (p) Paragraph (a) of Section 6.01
of the Credit Agreement is hereby amended and restated in its entirety to read as follows: 
 “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 September 30, 2013	  	1.50 to 1.00
		
	From and including October 1, 2013, through and including December 31, 2013	  	1.00 to 1.00
		
	From and including January 1, 2014, through and including March 31, 2014	  	.35 to 1.00
		
	From and including April 1, 2014, through and including March 31, 2015	  	1.25 to 1.00


  
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	 Test Period
	  	Fixed Charge Coverage
Ratio
		
	From and including April 1, 2015, through and including June 30, 2016	  	No tests under this
subsection for periods
between these dates
		
	From and including July 1, 2016, through and including September 30, 2016, and thereafter	  	1.25 to 1.00

 SECTION 3. Intentionally omitted. 

SECTION 4. Amendment to Guarantee and Collateral Agreement. The definition of “Collateral Account” contained in
Section 1.01(b) of the Guarantee and Collateral Agreement is hereby amended and restated in its entirety to read as follows: 

“Collateral Account” has the meaning specified in the Credit Agreement. 

SECTION 5. Conditions of Effectiveness. This Amendment shall become effective when, and only when, on or before the Closing 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 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) Amendment Fee. The Administrative Agent shall have received from the Borrowers, in immediately available funds, an amendment fee in
the amount of $25,000. Once paid to the Administrative Agent, such amendment fee shall be fully earned and non-refundable. 

  
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 (d) Cash Collateral. Holdings shall have deposited into the Collateral Account, in
immediately available funds, Cash Collateral in the amount of at least $3,375,000. 
 (e) Blocked Account. The Administrative Agent
shall have received a deposit account control agreement (blocked account) with respect to the Collateral Account in form and substance acceptable to Administrative Agent and Lenders. 

(f) 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). 
 (g) Other Documents. The Administrative Agent shall have received such other certificates,
documents and agreements as the Administrative Agent may reasonably request. 
 SECTION 6. 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 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. 

  
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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 any such security interests and liens or the perfection or priority thereof. This Amendment and the Guarantee and Collateral Agreement create
a perfected, first priority security interest in the Collateral Account, free and clear of any and all Liens and encumbrances (except for Liens created pursuant to the Loan Documents). 

(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 7. Cash Collateral Account. Each Borrower hereby grants to the
Administrative Agent, for the benefit of the Secured Parties, as security for the Secured Obligations, a perfected, first priority security interest in the Collateral Account and all cash, deposits, funds and balances at any time and from time to
time on deposit therein and all proceeds of the foregoing. If at any time the Administrative Agent reasonably determines that any funds held as Cash Collateral in the Collateral Account are subject to any right or claim of any Person other than the
Administrative Agent or that the total amount of such funds is less than the amount required by Section 5.14 of the Credit Agreement (after giving effect to this Amendment), the Borrowers shall, forthwith upon demand by the Administrative
Agent, pay to the Administrative Agent, as additional funds to be deposited as Cash Collateral in the Collateral Account, an amount equal to the excess of (x) such aggregate amount required by Section 5.14 of the Credit Agreement (after
giving effect to this Amendment) over (y) the total amount of funds, if any, then held as Cash Collateral that the Administrative Agent determines to be free and clear of any such right and claim. 

SECTION 8. 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 

  
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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 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, DEMAND OR CAUSE OF ACTION 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. 

  
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 SECTION 9. 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) Upon the effectiveness of this Amendment, on and after the date hereof each reference in the Guarantee and Collateral
Agreement to “this Agreement”, “hereunder”, “hereof” or words of like import referring to the Guarantee and Collateral Agreement, and each reference in the other Loan Documents to “the Guarantee and Collateral
Agreement”, “thereunder”, “thereof” or words of like import referring to the Guarantee and Collateral Agreement, shall mean and be a reference to the Guarantee and Collateral Agreement as amended hereby. 

(c) Except as specifically amended or modified above, the Credit Agreement, the Guarantee and Collateral 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. 

(d) 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. 

(e) This Amendment is a Loan Document in all respects and for all purposes. 

SECTION 10. 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 11. 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 reasonable fees and
disbursements of counsel to the Administrative Agent. 
 SECTION 12. 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. 

  
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 SECTION 13. 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 14. Acknowledgment. Each Borrower hereby acknowledges that it has been advised by counsel in the negotiation, preparation,
execution and delivery of this Amendment. 
 SECTION 15. Governing Law. This Amendment shall be governed by, and construed in
accordance with, the laws of the State of Texas. 
 SECTION 16. Time of the Essence. Time is of the essence of this Amendment
and the other Loan Documents. 
 SECTION 17. 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 18. 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 19.
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. 9 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. 9 to Credit Agreement 








 
			
	BORROWERS:
	
	USMD HOLDINGS, INC.
		
	By:	 	 /s/ Michael Dooley

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

	Name:	 	Michael Dooley
	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/ Michael Dooley

	Name:	 	Michael Dooley
	Title:	 	Chief Accounting Officer



  
 Signature Page 

Amendment No. 9 to Credit Agreement 








 
			
	USMD INC.
		
	By:	 	 /s/ Michael Dooley

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

	Name:	 	Michael Dooley
	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/ Michael Dooley

	Name:	 	Michael Dooley
	Title:	 	Chief Accounting Officer



  
 Signature Page 

Amendment No. 9 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/ Michael Dooley

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

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

	Name:	 	Michael Dooley
	Title:	 	Chief Accounting Officer



  
 Signature Page 

Amendment No. 9 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/ Michael Dooley

	Name:	 	Michael Dooley
	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/ Michael Dooley

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

	Name:	 	Michael Dooley
	Title:	 	Chief Accounting Officer



  
 Signature Page 

Amendment No. 9 to Credit Agreement 








 
			
	USMD DIAGNOSTIC SERVICES, LLC
		
	By:	 	USMD Inc., its sole member
		
	By:	 	 /s/ Michael Dooley

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

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

	Name:	 	Michael Dooley
	Title:	 	Chief Accounting Officer



  
 Signature Page 

Amendment No. 9 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/ Michael Dooley

	Name:	 	Michael Dooley
	Title:	 	Chief Accounting Officer
	
	USMD AFFILIATED SERVICES
		
	By:	 	 /s/ Michael Dooley

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

	Name:	 	Michael Dooley
	Title:	 	Chief Accounting Officer



  
 Signature Page 

Amendment No. 9 to Credit Agreement 








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

	Name:	 	Michael Dooley
	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/ Michael Dooley

	Name:	 	Michael Dooley
	Title:	 	Chief Accounting Officer



  
 Signature Page 

Amendment No. 9 to Credit Agreement 








 ANNEX A 

FORM OF COMPLIANCE CERTIFICATE 
  

	To:	Southwest Bank, 

 as Administrative Agent, 

and the Lenders Parties to the 

Credit Agreement Referred to Below 

This Compliance Certificate is furnished pursuant to that certain Credit Agreement dated as of August 31, 2012 (as amended, restated,
supplemented or otherwise modified from time to time, the “Credit Agreement”) among USMD Holdings, Inc., a Delaware corporation, the other Borrowers party thereto, the Lenders party thereto and Southwest Bank, as Administrative
Agent for the Lenders. Unless otherwise defined herein, capitalized terms used in this Compliance Certificate have the meanings ascribed thereto in the Credit Agreement. 

The undersigned hereby certifies, on its behalf and on behalf of the Borrowers, that: 

1. I am the duly elected
                     of the Borrower Representative. 

2. I have reviewed and am familiar with the contents of this Certificate. 

3. I have reviewed the terms of the Credit Agreement and the other Loan Documents and have made, or have caused to be made under my
supervision, a detailed review of the transactions and condition of each Borrower during the accounting period covered by the financial statements attached hereto as Attachment 1 that are delivered on the date hereof pursuant to
Section 5.01 of the Credit Agreement (the “Financial Statements”). [Except as set forth below], [s]uch review did not disclose, and I have no knowledge of (i) the existence of any condition or event that constitutes a
Default or Event of Default during or at the end of the accounting period covered by the Financial Statements or as of the date of this Certificate or (ii) any change in GAAP or in the application thereof that has occurred since the date of the
audited financial statements referred to in Section 4.01(b) of the Credit Agreement. To the best of my knowledge, each Borrower during the period covered by the Financial Statements has observed or performed all of its covenants and other
agreements, and satisfied every condition contained in the Credit Agreement and the other Loan Documents to which it is a party to be observed, performed or satisfied by it. 

5. Attached hereto as Attachment 2 are the financial data and computations showing (in reasonable detail) compliance by the Borrowers
with the covenants set forth in Sections 6.01, 6.02(e), 6.02(h), 6.02(i), 6.05(e), 6.06(b), 6.06(c)(i), 6.08(h), and 6.08(j) of the Credit Agreement, all of which financial data and computations are true, complete and correct. 

6. Attached hereto as Attachment 3 is (i) a description of any change in the jurisdiction of organization or the name of any
Borrower, (ii) a list of all Intellectual Property acquired by any Borrower, (iii) a list of all real property (including material leasehold interests) acquired by any Borrower, and (iv) a description of each Person that has become a
Wholly Owned Subsidiary of Holdings, in each case since the most recent Compliance Certificate was delivered (or in the case of the first Compliance Certificate so delivered, since the Closing Date). 

  
 Annex A-1 

Amendment No. 9 to Credit Agreement 








 Described below are the exceptions, if any, to paragraph 3 by listing, in detail, the
(i) nature of the condition or event, the period during which it has existed and the action that the Borrowers have taken, are taking, or propose to take with respect to each such condition or event or (ii) the change in GAAP or the
application thereof and the effect of such change on the attached financial statements: 
  

 
  

 
  

 
 The foregoing certifications,
together with the computations set forth in Attachment 2 and the Financial Statements delivered with this Certificate in support hereof, are made and delivered this         day
of         , 201    . 
  

					
	USMD HOLDINGS, INC., as
	 Borrower Representative

		
	 By:
	 	 
		 	 Name:
	 	 
		 	 Title:
	 	 



  
 Annex A-2 

Amendment No. 9 to Credit Agreement 








 Attachment 1 

to Compliance Certificate 

Financial Statements 

  
 Annex A-3 

Amendment No. 9 to Credit Agreement 








 Attachment 2 

to Compliance Certificate 
 For the
Calendar Month/Fiscal Year ended             ,              (“Statement Date”) 

Compliance with 
 Provisions of
Section 6.01(a) of the Credit Agreement1 
 I. Minimum Fixed Charge Coverage Ratio. 

 

					
	 A. EBITDA:
	  			
	 Net Income for the twelve-month period ending on the Statement Date (the “Subject Period”)
	  	$	[__________	] 
	 Plus (without duplication and to the extent reflected as a charge in the statement of such Net Income for the Subject Period):
	  			
	 Tax expense
	  	$	[__________	] 
	 Interest Expense, amortization or write-off of debt discount and debt issuance costs and commissions, discounts and other fees and
charges associated with Indebtedness (including the Loans)
	  	$	[__________	] 
	 Depreciation and amortization expense
	  	$	[__________	] 
	 Amortization of intangibles (including, but not limited to, goodwill)
	  	$	[__________	] 
	 Any extraordinary, unusual or non-recurring non-cash expenses or losses (including, whether or not otherwise includable as a separate
item in the statement of such Net Income for such period, non-cash losses on sales of assets outside of the ordinary course of business)
	  	$	[__________	] 
	 Any other non-cash charges
	  	$	[__________	] 
	 Retention that has accrued and not been paid
	  	$	[__________	] 
	 Accrued and unpaid executive compensation under the Deferred Executive Compensation Plan
	  	$	[__________	] 
	 Minus (to the extent included in the statement of such Net Income for the Subject Period):
	  			
	 Any extraordinary, unusual or non-recurring income or gains (including, whether or not otherwise includable as a separate item in the
statement of such Net Income for the Subject Period, gains on the sales of assets outside of the ordinary course of business)
	  	$	[__________	] 
	 Any other non-cash income
	  	$	[__________	] 
	 All Retention Payments paid in cash
	  	$	[__________	] 

  

	1 	To be determined as of the end of each Fiscal Quarter and each Fiscal Year. 


  
 Annex A-4 

Amendment No. 9 to Credit Agreement 









					
	 All cash payments made pursuant to the Deferred Executive Compensation Plan
	  	$	[__________	] 
	 EBITDA for Subject Period
	  	$	[__________	] 
	 B. Fixed Charges:
	  			
	 Sum of (without duplication):
	  			
	 Interest Expense for the Subject Period
	  	$	[__________	] 
	 Scheduled payments during the Subject Period on account of principal of Indebtedness (other than Subordinated Debt) of the Borrowers or
any of them (including scheduled principal payments in respect of the Term Loans, but excluding (i) any scheduled payment of principal in respect of Indebtedness of the CTC Entities, the Hospital Entities, or the Lithotripsy Entities, unless
such payment is made by a Borrower), and (ii) the payment or prepayment of the Tranche C Term Loans required by Section 5 of the Amendment No. 4)
	  	 $ 
 $
	 [__________ 

[__________
	 ]  
 ] 

	 Scheduled payments during the Subject Period on account of principal of Subordinated Debt that are paid in cash
	  			
	 Fixed Charges for the Subject Period
	  	$	[__________	] 
	 C. Fixed Charge Coverage Ratio:
	  			
	 1. All cash dividends and cash distributions, and all redemptions and repurchases of Equity Interests in cash, by any Borrower during
the Subject Period (other than (x) dividends or distributions made to a Borrower and (y) the Deferred Comp Change of Control Payments)
	  	$	[__________	] 
	 2. All cash taxes paid by the Borrowers during the Subject Period
	  	$	[__________	] 
	 3. Aggregate amount actually paid by the Borrowers during the Subject Period on account of Capital Expenditures (excluding (i) the
principal amount of Indebtedness (other than the Loans) incurred in connection with such expenditures but including payments of principal in respect of any such Indebtedness, (ii) any such expenditures financed with the proceeds of any
Reinvestment Deferred Amount, and (iii) the aggregate amount of Capital Expenditures financed with proceeds of any Revolving Loans, up to a maximum aggregate amount of $1,5000,000 in any Fiscal Year starting with Fiscal Year 2015)
	  	$	[__________	] 
	 4. Line C.1 plus Line C.2 plus Line C.3
	  	$	[__________	] 
	 5. EBITDA minus Line C.4
	  	$	[__________	] 
	 6. Fixed Charges
	  	$	[__________	] 


  
 Annex A-5 

Amendment No. 9 to Credit Agreement 









					
	 7. Fixed Charge Coverage Ratio (Line C.5 to C.6)
	  	 	[_____:___	] 
	 8. Fixed Charge Coverage Ratio must be greater than or equal to
	  	 	_____ : 1.00	  
	 9. The Borrowers are in compliance (circle yes or no)
	  	 	yes/no	  


  
 Annex A-6 

Amendment No. 9 to Credit Agreement 








 Compliance with 

Provisions of Section 6.01(c) of the Credit Agreement2 

II. Capital Expenditures. 
  

					
	 1. Capital Expenditures of the Borrowers for the Fiscal Year ending December 31,
20        .
	  	$	[__________	] 
	 2. Capital Expenditures must not exceed
	  	 
 
 
 	$[6,000,000 for
FYE 2015;
$4,500,000 for
FYE 2016]	  
  
  
  
	 3. The Borrowers are in compliance (circle yes or no)
	  	 	yes/no	  

  
  

	2 	To be determined as of the end of each Fiscal Year. 


  
 Annex A-7 

Amendment No. 9 to Credit Agreement 








 Compliance with 

Provisions of Section 6.01(d) of the Credit Agreement3 

III. Maximum Senior Leverage Ratio. 
  

					
	 A. Consolidated Total Indebtedness at Statement Date
	  	$	[__________	] 
	 B. Outstanding principal of Subordinated Debt at Statement Date
	  	$	[__________	] 
	 C. Outstanding principal of Convertible Notes at Statement Date
	  	$	[__________	] 
	 D. Amount of Cash Collateral in the Collateral Account
	  	$	[__________	] 
	 E. Consolidated Senior Indebtedness (Line II.A minus the sum of Lines II.B, II.C and II.D)
	  	$	[__________	] 
	 F. EBITDA for the Subject Period (from I.A of this Attachment 2)
	  	$	[__________	] 
	 G. Senior Leverage Ratio (ratio of Line II.E [less the principal amount of the Tranche A Term Loans that are fully Cash Collateralized]
to Line II.F)
	  	 	____ : 1.00	  
	 H. Senior Leverage Ratio must be less than or equal to
	  	 	1.00 : 1.00	  
	 I. The Borrowers are in compliance (circle yes or no)
	  	 	yes/no	  

  
  

	3 	To be determined as of the end of each Fiscal Quarter and each Fiscal Year. 


  
 Annex A-8 

Amendment No. 9 to Credit Agreement 








 Compliance with provisions of Sections 6.02(c), 6.02(e) 

6.02(h), 6.02(i), 6.05(e), 6.06(b), 6.06(c)(i), 6.08(h), and 6.08(j) of the Credit
Agreement4 
  

					
	 1. Section 6.02(c)
	  			
	 A. Guarantee Obligations incurred by the Borrowers (i) in respect of any Indebtedness of any of the Borrowers otherwise permitted by
this Section 6.02, (ii) with respect to all of the Lithotripsy Entities, in an aggregate amount, for all such entities, not to exceed at any time outstanding $2,000,000 in excess of the amounts then owing under the guarantees of existing
Indebtedness by Lithotripsy Entities identified on Schedule 6.02(d), shall reduce as such guaranteed Indebtedness is paid or reduced [and not thereafter increase after such reduction] and shall in no event exceed $115,495), (ii) with respect to the
CTC Entities, in an aggregate amount, for all such entities, not to exceed at any time outstanding $2,000,000 in excess of the amounts then owing under the guarantee of existing Indebtedness by CTC Entities identified on Schedule 6.02(d) to the
Credit Agreement (provided that, for purposes of the calculations under this Section 6.02(c), the amounts used as the amounts then owing under the guarantee of existing Indebtedness by CTC Entities identified on Schedule 6.02(d), shall reduce as
such guaranteed Indebtedness is paid or reduced [and not thereafter increase after such reduction] and shall in no event exceed $1,086,715), and (iii) with respect to the Hospital Entities, in an aggregate amount, for all such entities, not to
exceed at any time outstanding $3,000,000 in excess of the amounts then owing under the guarantees of existing Indebtedness by Hospital Entities identified on Schedule 6.02(d) to the Credit Agreement (provided that, for purposes of the calculations
under this Section 6.02(c), the amounts used as the amounts then owing under the guarantees of existing Indebtedness by Hospital Entities identified on Schedule 6.02(d), shall reduce as such guaranteed Indebtedness is paid or reduced [and not
thereafter increase after such reduction] and shall in no event exceed the portion of the Indebtedness guaranteed by Hospital Entities under Schedule 6.02(d), paragraphs 1 and 2)
	  	$	[__________	] 
	 B. Lithotripsy Entities
	  	$	[__________	] 
	 C. Hospital Entities
	  	$	[__________	] 
	 D. CTC Entities
	  	$	[__________	] 
	 E. The Borrowers are in compliance (circle yes or no)
	  	 	yes/no	  

  

	4 	To be determined as of the end of each calendar month (except for Section 6.05(e)). 


  
 Annex A-9 

Amendment No. 9 to Credit Agreement 









					
	 2. Section 6.02(e)
	  			
	 A. Indebtedness (including, without limitation, Capital Lease Obligations) secured by Liens permitted by Section 6.03(g) in an
aggregate principal amount not to exceed $3,000,000 at any one time outstanding
	  	$	[__________	] 
	 B. The Borrowers are in compliance (circle yes or no)
	  	 	yes/no	  
	 3. Section 6.02(h)
	  			
	 A. Additional unsecured Indebtedness of the Borrowers in an aggregate principal amount not to exceed $500,000
	  	$	[__________	] 
	 B. The Borrowers are in compliance (circle yes or no)
	  	 	yes/no	  
	 4. Section 6.02(i)
	  			
	 C. Guarantee Obligations and/or obligations as a co-obligor with respect to Indebtedness incurred by physicians in the ordinary course
of business in connection with the commencement of their employment with a Borrower or any Affiliate of a Borrower, provided that such Guarantee Obligations shall not exceed $3,000,000 in the aggregate at any time outstanding
	  	$	[__________	] 
	 D. The Borrowers are in compliance (circle yes or no)
	  	 	yes/no	  
	 5. Section 6.05(e)
	  			
	 A. Disposition of other property (other than Equity Interests) having a fair market value not to exceed $500,000 in the aggregate for
any Fiscal Year, provided that MX Centros de Cancer, de R.L., de C.V., Willowbrook Cancer Treatment Center, LLC, and Millennium Lithotripsy, LP may be dissolved
	  	$	[__________	]5 
	 B. The Borrowers are in compliance (circle yes or no)
	  	 	yes/no	  
	 6. Section 6.06(b)
	  			
	 A. Restricted Payments by the Borrowers to Holdings to permit Holdings to purchase Holdings’ common stock or common stock options
from present or former officers or employees of any Borrower upon the death, disability or termination of employment of such officer or employee, provided, that the aggregate amount of payments under this clause after the Closing Date (net of
any proceeds received by Holdings after the Closing Date in connection with resales of any common stock or common stock options so purchased) shall not exceed $250,000
	  	$	[__________	] 

  

	5 	For the Compliance Certificate delivered with the financial statements required by Section 5.01(a), insert actual amount for the Fiscal Year most recently ended. 


  
 Annex A-10 

Amendment No. 9 to Credit Agreement 









					
	 B. The Borrowers are in compliance (circle yes or no)
	  	 	yes/no	  
	 7. Section 6.06(c)(i)
	  			
	 A. Scheduled payments of principal and interest on Subordinated Debt to Dr. House and Dr. Thompson (and their permitted
successors and assigns) made during the Subject Period
	  	$	[__________	] 
	 B. Scheduled payments of principal and interest on the Convertible Notes made during the Subject Period
	  	$	[__________	] 
	 C. The Borrowers are in compliance (circle yes or no)
	  	 	yes/no	  
	 8. Section 6.08(h)
	  			
	 A. Investments after the Closing Date by the Borrowers in Subsidiaries that are not Wholly Owned Subsidiaries, provided that the
aggregate amount (valued at cost) of such Investments made after the Closing Date shall not exceed $1,000,000 per Fiscal Year
	  	$	[__________	]6 
	 B. The Borrowers are in compliance (circle yes or no)
	  	 	yes/no	  
	 9. Section 6.08(j)
	  			
	 A. The total cash and non-cash consideration for Acquisitions pursuant to Section 6.08(j) shall not exceed during any Fiscal Year
(1) in the case of cash consideration, $1,000,000, and (2) in the case of non-cash consideration, $5,000,000; provided that the non-cash consideration paid by or on behalf of any Borrower in connection with any Acquisition shall be limited
to Equity Interests in Holdings
	  			
	 B. Total cash consideration
	  	$	[__________	]7 
	 C. Total non-cash consideration
	  	$	[__________	]8 
	 D. The Borrowers are in compliance (circle yes or no)
	  	 	yes/no	  

  
  

	6 	For the Compliance Certificate delivered with the financial statements required by Section 5.01(a), insert actual amount for the Fiscal Year most recently ended. Otherwise, insert the year to date amount as of the
last day of the Fiscal Quarter most recently ended. 


	7 	For the Compliance Certificate delivered with the financial statements required by Section 5.01(a), insert actual amount for the Fiscal Year most recently ended. Otherwise, insert the year to date amount as of the
last day of the Fiscal Quarter most recently ended. 


	8 	For the Compliance Certificate delivered with the financial statements required by Section 5.01(a), insert actual amount for the Fiscal Year most recently ended. Otherwise, insert the year to date amount as of the
last day of the Fiscal Quarter most recently ended. 


  
 Annex A-11 

Amendment No. 9 to Credit Agreement 








 Attachment 3 

to Compliance Certificate 

Description of Change in 

Jurisdiction of Organization, Name, any Intellectual Property Acquired, Etc. 

  
 Annex A-12 

Amendment No. 9 to Credit Agreement