ONCURE HOLDINGS, INC.Registration Rights Agreement • October 22nd, 2010 • Interhealth Facility Transport, Inc. • Services-offices & clinics of doctors of medicine • New York
ONCURE HOLDINGS, INC., a Delaware corporation (the “Company”), is issuing and selling to Jefferies & Company, Inc. (the “Initial Purchaser”), upon the terms set forth in the Purchase Agreement dated May 6, 2010, by and among the Company, the Initial Purchaser and the guarantors named therein (the “Purchase Agreement”), $210,000,000 aggregate principal amount of 11.750% Senior Secured Notes due 2017 issued by the Company (each, a “Note” and collectively, the “Notes”). As an inducement to the Initial Purchaser to enter into the Purchase Agreement, the Company and the Guarantors listed in the signature pages hereto agree with the Initial Purchaser, for the benefit of the Holders (as defined below) of the Notes (including, without limitation, the Initial Purchaser), as follows:
ONCURE HOLDINGS, INC. AND EACH OF THE GUARANTORS PARTY HERETO 113/4% SENIOR SECURED NOTES DUE 2017Indenture • October 22nd, 2010 • Interhealth Facility Transport, Inc. • Services-offices & clinics of doctors of medicine • New York
INDENTURE dated as of May 13, 2010 among OnCure Holdings, Inc., a Delaware corporation, the Guarantors and Wilmington Trust FSB, as trustee and collateral agent.
EMPLOYMENT AGREEMENTEmployment Agreement • October 22nd, 2010 • Interhealth Facility Transport, Inc. • Services-offices & clinics of doctors of medicine • California
THIS EMPLOYMENT AGREEMENT (the “Agreement”), dated as of this 17th day of May, 2007 (the “Effective Date”), is by and between OnCURE Medical Corp., a Delaware Corporation (the “Corporation”) and David S. Chernow (the “Employee”).
LEASE AGREEMENTLease Agreement • October 22nd, 2010 • Interhealth Facility Transport, Inc. • Services-offices & clinics of doctors of medicine • California
BY THIS LEASE dated February 1, 2001, VENTURA BUILDING PARTNERSHIP, a California general partnership, herein called “Lessor,” leases to COASTAL RADIATION ONCOLOGY MEDICAL GROUP, INC., a California corporation, herein called “Lessee,” that certain real property, herein called “the Premises,” in the City of Ventura, County of Ventura, State of California, commonly known as 2841 Cabrillo Drive, Ventura, California, and more particularly described in Exhibit A, attached hereto.
SECOND AMENDMENT TO EMPLOYMENT AGREEMENTEmployment Agreement • October 22nd, 2010 • Interhealth Facility Transport, Inc. • Services-offices & clinics of doctors of medicine • California
This SECOND AMENDMENT TO EMPLOYMENT AGREEMENT (this “Amendment”) is made and entered into this 1st day of March, 2009 (the “Amendment Effective Date”) with reference to that certain Employment Agreement (the “Agreement”) dated March 1, 2008, by and between Oncure Medical Corp. (the “Corporation”) and Charles Joseph Stork (the “Employee”).
MANAGEMENT SERVICES AGREEMENT BY AND AMONG USCC FLORIDA ACQUISITION CORP, FROG ONCURE SOUTHSIDE, LLC AND ONCURE MEDICAL CORP. AND INTEGRATED COMMUNITY ONCOLOGY NETWORK, LLC DATED AS OF MARCH 1, 2005Management Services Agreement • October 22nd, 2010 • Interhealth Facility Transport, Inc. • Services-offices & clinics of doctors of medicine • Florida
FIRST AMENDMENT TO EMPLOYMENT AGREEMENTEmployment Agreement • October 22nd, 2010 • Interhealth Facility Transport, Inc. • Services-offices & clinics of doctors of medicine
This first amendment (the “Amendment”) to the Employment Agreement by and between Oncure Medical Corp. (the “Corporation”) and Charles Joseph Stork (the “Employee”), dated as of December 17, 2008, is hereby made and entered into effective as of December 17, 2008, by and between the Corporation and the Employee.
AGREEMENT NOT TO COMPETEAgreement • October 22nd, 2010 • Interhealth Facility Transport, Inc. • Services-offices & clinics of doctors of medicine • Delaware
THIS AGREEMENT NOT TO COMPETE (this “Agreement”) is made and entered into as of August 18, 2006, by and between OnCure Holdings, Inc., a Delaware corporation (“Parent”), and William L. Pegler (the “Seller”).
ONCURE HOLDINGS, INC. INCENTIVE STOCK OPTION AGREEMENTIncentive Stock Option Agreement • October 22nd, 2010 • Interhealth Facility Transport, Inc. • Services-offices & clinics of doctors of medicine • Delaware
THIS INCENTIVE STOCK OPTION AGREEMENT (the “Agreement”), is made and entered into as of [Date] between ONCURE HOLDINGS, INC., a Delaware corporation (the “Company”), and «Name» (“Optionee”).
OFFICE LEASEOffice Lease • October 22nd, 2010 • Interhealth Facility Transport, Inc. • Services-offices & clinics of doctors of medicine
This Lease Agreement is made as of February 1, 2003 (the “Lease Date”) by and between the Landlord and the Tenant named below (“Agreement”).
JAXPET/POSITECH, LLC Amended and Restated Operating Agreement Dated as of August 31, 2004Operating Agreement • October 22nd, 2010 • Interhealth Facility Transport, Inc. • Services-offices & clinics of doctors of medicine • Florida
THIS FIRST AMENDED AND RESTATED OPERATING AGREEMENT of JAXPET/Positech, LLC (the “Company”), dated as of August 31, 2004, amends and restates the Operating Agreement of the Company dated as of March 6, 2000. and is by JAXPET, LLC, a Florida limited liability company (the “Member”).
INTERCREDITOR AGREEMENTIntercreditor Agreement • October 22nd, 2010 • Interhealth Facility Transport, Inc. • Services-offices & clinics of doctors of medicine • New York
INTERCREDITOR AGREEMENT (as amended, restated, supplemented or modified from time to time, and together with each Intercreditor Agreement Joinder, this “Agreement”) dated as of May 13, 2010, by and among the First Lien Agent (as defined below), Wilmington Trust FSB, in its capacity as Trustee and as Second Lien Agent (each as defined below) and each other First Lien Series Representative and Second Lien Series Representative (each as defined below) that becomes a party to this Agreement pursuant to an Intercreditor Agreement Joinder.
AGREEMENT NOT TO COMPETEAgreement • October 22nd, 2010 • Interhealth Facility Transport, Inc. • Services-offices & clinics of doctors of medicine • Delaware
THIS AGREEMENT NOT TO COMPETE (this “Agreement”) is made and entered into as of August 18, 2006, by and between OnCure Holdings, Inc., a Delaware corporation (“Parent”), and Shyam Paryani (the “Seller”).
ONCURE HOLDINGS, INC. STOCKHOLDERS AGREEMENTStockholders Agreement • October 22nd, 2010 • Interhealth Facility Transport, Inc. • Services-offices & clinics of doctors of medicine • Delaware
This Stockholders Agreement (this “Agreement”) is entered into as of the date set forth on the signature page attached hereto between OnCure Holdings, Inc., a Delaware corporation (the “Company”), and the stockholder listed on the signature page attached hereto (“Stockholder”).
FIRST AMENDMENT TO MANAGEMENT SERVICES AGREEMENTManagement Services Agreement • October 22nd, 2010 • Interhealth Facility Transport, Inc. • Services-offices & clinics of doctors of medicine
This First Amendment to Management Services Agreement (the “First Amendment”) is made and effective as of February 16, 2006 (the “Effective Date”), by and among COASTAL RADIATION ONCOLOGY MEDICAL GROUP, INC., a California professional medical corporation, (“CROMG”) and NEUROSCIENCE GAMMA KNIFE CENTER OF SOUTHERN CALIFORNIA, LLC, a California limited liability company (the “Company”), with reference to the following facts.
OFFICE LEASEOffice Lease • October 22nd, 2010 • Interhealth Facility Transport, Inc. • Services-offices & clinics of doctors of medicine
EMPLOYMENT AGREEMENTEmployment Agreement • January 27th, 2011 • Interhealth Facility Transport, Inc. • Services-offices & clinics of doctors of medicine • Colorado
THIS EMPLOYMENT AGREEMENT (the "Agreement"), dated as of this 15 th day of December, 2010 (the "Effective Date"), is by and between Oncure Medical Corp., a Delaware Corporation (the "Corporation") and Timothy A. Peach (the "Employee").
FIRST AMENDMENTFirst Amendment • October 22nd, 2010 • Interhealth Facility Transport, Inc. • Services-offices & clinics of doctors of medicine • Florida
This First Amendment (the “Amendment”) to the Operating Agreement of JAXPET, LLC (the “Company”) dated as of March 6, 2000 (the “Agreement”; capitalized terms, used but not defined herein shall have the meanings ascribed to such terms in the Agreement) is made and entered into as of September 1, 2004 by USCC Florida Acquisition Corp., the sole member and manager of the Company (the “Member/Manager”).
Oncure Medical Corp. 188 Inverness Drive West Suite 650 Englewood, CO 80112Waiver and Release of Claims • October 22nd, 2010 • Interhealth Facility Transport, Inc. • Services-offices & clinics of doctors of medicine • Colorado
This letter confirms the agreement between Oncure Medical Corp. (the “Company”) and you regarding the terms of your separation from the Company effective as of February 26, 2010 (the “Separation Date”).
ONCURE HOLDINGS, INC. NON-QUALIFIED STOCK OPTION AGREEMENTNon-Qualified Stock Option Agreement • October 22nd, 2010 • Interhealth Facility Transport, Inc. • Services-offices & clinics of doctors of medicine • Delaware
THIS NON-QUALIFIED STOCK OPTION AGREEMENT (the “Agreement”), is made and entered into as of [Date] between ONCURE HOLDINGS, INC., a Delaware corporation (the “Company”), and (“Optionee”).
SECOND AMENDMENTSecond Amendment • October 22nd, 2010 • Interhealth Facility Transport, Inc. • Services-offices & clinics of doctors of medicine • Florida
This Second Amendment (the “Amendment”) to the Operating Agreement of JAXPET, LLC (the “Company”) dated as of March 6, 2000 (the “Agreement”), is made and entered into as of February 24, 2006 by USCC Florida Acquisition Corp., the sole member and manager of the Company (the “Member/Manager”).
FIRST ADDENDUM TO EMPLOYMENT AGREEMENTEmployment Agreement • October 22nd, 2010 • Interhealth Facility Transport, Inc. • Services-offices & clinics of doctors of medicine • California
This FIRST ADDENDUM TO EMPLOYMENT AGREEMENT (this “Addendum”) is made and entered into this 30th day of July, 2007 with an effective date of July 1, 2007 (the “Addendum Effective Date”) with reference to that certain Employment Agreement (the “Agreement”) dated May 17, 2007, by and between OnCURE Medical Corp. (the “Corporation”) and David S. Chernow (the “Employee”).
OPERATING AGREEMENT OF JAXPET, LLC A FLORIDA Limited Liability Company Organized Under Chapter 608, Florida Statutes Dated as of March 6, 2000Operating Agreement • October 22nd, 2010 • Interhealth Facility Transport, Inc. • Services-offices & clinics of doctors of medicine • Florida
This Operating Agreement of JAXPET, LLC (the “Agreement”), dated as of March 6, 2000, is (a) adopted unanimously by the Manager (as defined below) and (b) executed and agreed to, for good and valuable consideration, by the undersigned, who are all of the Members (as defined below) of the Company (as defined below).
INVESTOR RIGHTS AGREEMENT DATED AS OF AUGUST 18, 2006 BY AND AMONGInvestor Rights Agreement • October 22nd, 2010 • Interhealth Facility Transport, Inc. • Services-offices & clinics of doctors of medicine • Delaware
PET CT Management Services AgreementPet Ct Management Services Agreement • October 22nd, 2010 • Interhealth Facility Transport, Inc. • Services-offices & clinics of doctors of medicine • Florida
This PET / CT Management Services Agreement (this “Agreement”) is made the 1st day of August, 2005 (the “Effective Date”), by and between JAXPET, LLC, a Florida limited liability Company and a wholly owned subsidiary of OnCURE Medical Corp., a Delaware corporation (“ONCURE”), and Integrated Community Oncology Network, LLC, dba PET/CT Center of North Florida and Cyclotron Center of North East Florida (“ICON”).
GENSTAR CAPITAL, LLC FOUR EMBARCADERO CENTER, SUITE 1900 SAN FRANCISCO, CA 94111 TELECOPY: 415-834-2383 August 18, 2006Interhealth Facility Transport, Inc. • October 22nd, 2010 • Services-offices & clinics of doctors of medicine • Delaware
This letter serves to confirm our retention by OnCURE Medical Corp., a Delaware corporation (the “Company” or “you”), to provide management, consulting and financial services to the Company, as follows:
SECOND AMENDMENT TO EMPLOYMENT AGREEMENTEmployment Agreement • October 22nd, 2010 • Interhealth Facility Transport, Inc. • Services-offices & clinics of doctors of medicine
This second amendment (the “Amendment”) to the Employment Agreement by and between Oncure Medical Corp. (the “Corporation”) and David S. Chernow (the “Employee”), dated as of December 17, 2008, is hereby made and entered into effective as of December 17, 2008, by and between the Corporation and the Employee.
Management Services AgreementManagement Services Agreement • October 22nd, 2010 • Interhealth Facility Transport, Inc. • Services-offices & clinics of doctors of medicine • California
This Management Services Agreement (“Agreement”) is made effective as of September 1, 2005 (the “Effective Date”), by and between Coastal Radiation Oncology Medical Group, Inc., a California corporation (“CROMG”) and Neuroscience Gamma Knife Center of Southern California LLC, a California limited liability company (the “Company”) and together with CROMG, the “Parties”.
SECOND AMENDMENT TO MANAGEMENT SERVICES AGREEMENTManagement Services Agreement • October 22nd, 2010 • Interhealth Facility Transport, Inc. • Services-offices & clinics of doctors of medicine • California
This SECOND AMENDMENT TO MANAGEMENT SERVICES AGREEMENT (this “Amendment”) is made and entered into this 1st day of March, 2007 (the “Amendment Effective Date”) with reference to that certain Management Services Agreement (the “Agreement”) dated September 1, 2005, by and between Coastal Oncology, Inc., f/k/a Coastal Radiation Oncology Medical Group, Inc. (the “CROMG”) and Neuroscience Gamma Knife Center of Southern California, LLC (the “Company”).
LIMITED LIABILITY COMPANY OPERATING AGREEMENT OF POINTE WEST ONCOLOGY, LLC (A Delaware Limited Liability Company)Limited Liability Company Operating Agreement • October 22nd, 2010 • Interhealth Facility Transport, Inc. • Services-offices & clinics of doctors of medicine • Delaware
This Limited Liability Company Operating Agreement (this “Agreement”) of Pointe West Oncology, LLC (the “Company”), dated as of January 9, 2003, is adopted and ‘agreed, by and among the Company, OnCURE Medical Corp., a Delaware corporation (“OnCURE”), and Mica Flo II, Inc., a Delaware corporation (“Mica, and collectively with OnCURE the “Initial Members”) and each of the other persons who, from time to time, may be admitted as a member of the Company and added to Schedule I hereto (collectively, with the Initial Members, the “Members”).
LEASE AGREEMENT Between CORPOREX INVERNESS, LLC LANDLORD and OnCURE MEDICAL CORP. TENANTLease Agreement • October 22nd, 2010 • Interhealth Facility Transport, Inc. • Services-offices & clinics of doctors of medicine • Colorado
SUBORDINATION AGREEMENTSubordination Agreement • October 22nd, 2010 • Interhealth Facility Transport, Inc. • Services-offices & clinics of doctors of medicine • New York
THIS SUBORDINATION AGREEMENT (this “Agreement”) is entered into as of this 13th day of May, 2010, by and among ONCURE HOLDINGS, INC., a Delaware corporation (“Holdings”), ONCURE MEDICAL CORP., a Delaware corporation (“Oncure”), and each of the entities identified on Exhibit A hereto (Oncure and such entities referred to herein individually and collectively, as “Borrower”), GENSTAR CAPITAL, LLC, a Delaware limited liability company (“Subordinated Creditor”), and GENERAL ELECTRIC CAPITAL CORPORATION, a Delaware corporation, as administrative agent (in such capacity, “Agent”) for itself and the other financial institutions or entities from time to time party to the Credit Agreement as lenders (collectively referred to herein as the “Lenders”), and together with Agent, collectively referred to herein as “Senior Secured Parties” and individually referred to herein as a “Senior Secured Party”).
ADDENDUM TO SIXTH CITY LANDOWNERS & USSC LEASEUssc Lease • October 22nd, 2010 • Interhealth Facility Transport, Inc. • Services-offices & clinics of doctors of medicine
This Amends effective October 1, 2004 dated the original Lease October 1, 1999, between U.S. Cancer Care Acquisition Corp., a Florida corporation, as Tenant, and 6th City Landowners, as Landlord, covering the Leased Premises in the building commonly known as Orange Park Cancer Center in Orange Park, Florida (“the Lease”). The terms used and not otherwise defined in this Amendment shall have the same definitions as set forth in the Lease. The provisions of this Amendment shall prevail over any inconsistent or conflicting provisions of the Lease.
GUARANTY AND SECURITY AGREEMENT Dated as of May 13, 2010 among ONCURE MEDICAL CORP. AND ALL OF THE DIRECT AND INDIRECT SUBSIDIARIES OF ONCURE MEDICAL CORP., as Borrower ONCURE HOLDINGS, INC., as Guarantor Each Grantor From Time to Time Party Hereto in...Guaranty and Security Agreement • October 22nd, 2010 • Interhealth Facility Transport, Inc. • Services-offices & clinics of doctors of medicine • New York
SECOND AMENDMENTSecond Amendment • October 22nd, 2010 • Interhealth Facility Transport, Inc. • Services-offices & clinics of doctors of medicine • Delaware
This Second Amendment (the “Amendment”) to the Operating Agreement of POINTE WEST ONCOLOGY, LLC (the “Company”) dated as of January 9, 2003 (the “Agreement”) is made and entered into as of February 24, 2006 by ONCURE MEDICAL CORP. and MICA FLO II, INC., the members of the Company (the “Members”).
