REGISTRATION RIGHTS AGREEMENT by and among Radiation Therapy Services, Inc. Guarantors Listed on Schedule I hereto and Wells Fargo Securities, LLC Barclays Capital Inc. Banc of America Securities LLC Daiwa Capital Markets America Inc. Fifth Third...Registration Rights Agreement • November 24th, 2010 • Radiation Therapy Services Holdings, Inc. • Services-offices & clinics of doctors of medicine • New York
This Registration Rights Agreement (this “Agreement”) is made and entered into as of April 20, 2010, by and among Radiation Therapy Services, Inc., a Florida corporation (the “Company”), the guarantors named in Schedule I hereto (collectively, the “Guarantors”), and Wells Fargo Securities, LLC, Barclays Capital Inc., Banc of America Securities LLC, Daiwa Capital Markets America, Inc. and Fifth Third Securities, Inc. (collectively, the “Initial Purchasers”), each of whom has agreed to purchase the Company’s 97/8% Senior Subordinated Notes due 2017 (the “Initial Notes”) fully and unconditionally guaranteed by the Guarantors (the “Guarantees”) pursuant to the Purchase Agreement (as defined below). The Initial Notes and the Guarantees attached thereto are herein collectively referred to as the “Initial Securities.”
LEASELease • November 24th, 2010 • Radiation Therapy Services Holdings, Inc. • Services-offices & clinics of doctors of medicine • Florida
THIS LEASE (“Lease”) is made and entered into as of the 18th day of January, 2005, by and between, FORT WALTON BEACH RADIATION ENTERPRISES, LLC, (“Landlord”), and 21ST CENTURY ONCOLOGY, INC., a Florida corporation, (“Tenant”).
OPERATING AGREEMENT OF MARYLAND RADIATION THERAPY MANAGEMENT SERVICES, LLCOperating Agreement • November 24th, 2010 • Radiation Therapy Services Holdings, Inc. • Services-offices & clinics of doctors of medicine • Maryland
OPERATING AGREEMENT, dated as of December 17, 2008, by Radiation Therapy Services, Inc. as the sole member (the “Member”) of MARYLAND RADIATION THERAPY MANAGEMENT SERVICES, LLC (the “Company”). Unless otherwise indicated, capitalized words and phrases in this Operating Agreement (the “Agreement”) shall have the meanings set forth in the Glossary of Terms attached hereto as Exhibit A.
ContractCollateral Agreement • November 24th, 2010 • Radiation Therapy Services Holdings, Inc. • Services-offices & clinics of doctors of medicine
SUPPLEMENT NO. 3 dated as of June 24, 2010 to the Guaranty and Collateral Agreement (the “Collateral Agreement”) dated as of February 21, 2008, among RADIATION THERAPY SERVICES HOLDINGS, INC., a Delaware corporation (“Parent”), RADIATION THERAPY SERVICES, INC., a Florida corporation (“Borrower”),, each subsidiary of Borrower listed on Schedule I thereto (each such subsidiary individually a “Subsidiary Guarantor” and collectively, the “Subsidiary Guarantors”); the Subsidiary Guarantors and Borrower are referred to collectively herein as the “Grantors”) and WELLS FARGO BANK, N.A. (as successor to WACHOVIA BANK, NATIONAL ASSOCIATION), (“Wells”), as Collateral Agent (in such capacity, the “Collateral Agent”).
AMENDED AND RESTATED SECURITYHOLDERS AGREEMENT DATED AS OF MARCH 25, 2008 BY AND AMONG RADIATION THERAPY INVESTMENTS, LLC AND THE OTHER PARTIES HERETOSecurityholders Agreement • November 24th, 2010 • Radiation Therapy Services Holdings, Inc. • Services-offices & clinics of doctors of medicine • Delaware
This Amended and Restated Securityholders Agreement (this “Agreement”) is entered into as of March 25, 2008 by and among (i) Radiation Therapy Investments, LLC, a Delaware limited liability company (the “Company”), (ii) Vestar Capital Partners V, L.P., a Cayman Islands exempted limited partnership (“Vestar V”), Vestar Capital Partners V-A, L.P., a Cayman Islands exempted limited partnership (“Vestar V-A”), Vestar Executive V, L.P., a Cayman Islands exempted limited partnership, Vestar Holdings V, L.P., a Cayman Islands exempted limited partnership, Vestar/Radiation Therapy Investments, LLC, a Delaware limited liability company (“Vestar/RTI”), and any investment fund affiliated with Vestar Capital Partners V, L.P. that at any time acquires Securities and executes a counterpart of this Agreement or otherwise agrees to be bound by this Agreement (collectively, “Vestar”), (iii) parties to this Agreement who are identified as Employees on the signature page hereto (each, an “Employee” and,
FIRST AMENDMENT TO LEASETo Lease • November 24th, 2010 • Radiation Therapy Services Holdings, Inc. • Services-offices & clinics of doctors of medicine • Florida
This FIRST AMENDMENT TO LEASE dated December 31, 2009 (this “Amendment”), is by and between THERIAC ENTERPRISES OF LITTLESTOWN, LLC (“Landlord”), and 21ST CENTURY ONCOLOGY OF PENNSYLVANIA, INC. (“Tenant”).
EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • November 24th, 2010 • Radiation Therapy Services Holdings, Inc. • Services-offices & clinics of doctors of medicine • Florida
THIS EXECUTIVE EMPLOYMENT AGREEMENT (“Agreement”), dated as of February 8, 2010, by and among RADIATION THERAPY SERVICES HOLDINGS, INC., a Delaware corporation (“Holdings”), RADIATION THERAPY SERVICES, INC., a Florida corporation (the “Company”), and KERRIN E. GILLESPIE (“Executive”).
AMENDMENT TO BUSINESS OPERATIONS AND SUPPORT SERVICES AGREEMENTBusiness Operations and Support Services Agreement • November 24th, 2010 • Radiation Therapy Services Holdings, Inc. • Services-offices & clinics of doctors of medicine • Michigan
THIS AMENDMENT TO BUSINESS OPERATIONS AND SUPPORT SERVICES AGREEMENT (“Amendment”) dated as of November 15, 2006 by and between Phoenix Management Company, LLC, a Michigan limited liability company (“Practice Manager”) and American Oncologic Associates of Michigan, P.C. a Michigan professional services corporation (“Medical Practice”).
TRANSITION AGREEMENT AND STOCK PLEDGETransition Agreement and Stock Pledge • November 24th, 2010 • Radiation Therapy Services Holdings, Inc. • Services-offices & clinics of doctors of medicine • Florida
This Transition Agreement and Stock Pledge (this “Agreement”) is made as of August 1, 2002, by and between NORTH CAROLINA RADIATION THERAPY MANAGEMENT SERVICES, INC., a North Carolina corporation (“Management Services); RADIATION THERAPY ASSOCIATES OF WESTERN NORTH CAROLINA, P.A., a North Carolina professional corporation (the “PC”); and MICHAEL J. KATIN, M.D. (the “Current Shareholder”).
RADIATION THERAPY SERVICES AGREEMENTRadiation Therapy Services Agreement • November 24th, 2010 • Radiation Therapy Services Holdings, Inc. • Services-offices & clinics of doctors of medicine • Rhode Island
This RADIATION THERAPY SERVICES AGREEMENT (“Agreement”), effective as of February 1, 2007 (“Effective Date”), is entered into by and between Roger Williams Radiation Therapy, LLC, a Rhode Island limited liability company (“RWR”) and Massachusetts Oncology Services, P.C., a Massachusetts company (“Contractor”).
TRANSITION AGREEMENT AND STOCK PLEDGETransition Agreement and Stock Pledge • November 24th, 2010 • Radiation Therapy Services Holdings, Inc. • Services-offices & clinics of doctors of medicine • Florida
This Transition Agreement and Stock Pledge (this “Agreement”) is made as of August , 2007, by and between PHOENIX MANAGEMENT COMPANY, LLC, a Michigan limited liability company (“Phoenix”), AMERICAN ONCOLOGIC ASSOCIATES OF MICHIGAN, P.C., a Michigan professional corporation (the “PC”); and MICHAEL J. KATIN, M.D. (the “Current Shareholder”).
INDEPENDENT CONTRACTOR AGREEMENTIndependent Contractor Agreement • November 24th, 2010 • Radiation Therapy Services Holdings, Inc. • Services-offices & clinics of doctors of medicine • West Virginia
THIS INDEPENDENT CONTRACTOR AGREEMENT (the “Agreement”) is entered into as of the 18th day of October, 2005, by and between Ambergris, LLC, a West Virginia limited liability company (“Ambergris”) and Katin Radiation Therapy, P.A., a Maryland professional corporation duly qualified to do business in West Virginia (the “P.A.”).
MANAGEMENT STOCK CONTRIBUTION AND UNIT SUBSCRIPTION AGREEMENT (Preferred Units and Class A Units)Management Stock Contribution • November 24th, 2010 • Radiation Therapy Services Holdings, Inc. • Services-offices & clinics of doctors of medicine • Delaware
THIS MANAGEMENT STOCK CONTRIBUTION AND UNIT SUBSCRIPTION AGREEMENT (this “Agreement”) is made as of , 2008, by and between Radiation Therapy Investments, LLC, a Delaware limited liability company (the “Company”) and the individual named on the signature page attached hereto (the “Executive”). Capitalized terms used herein but not otherwise defined herein shall have the meanings assigned to them in the Amended and Restated Limited Liability Company Agreement, dated as of , 2008, entered into by and among the members of the Company (as amended from time to time in accordance with its terms, the “LLC Agreement”).
LEASELease • November 24th, 2010 • Radiation Therapy Services Holdings, Inc. • Services-offices & clinics of doctors of medicine • Florida
THIS LEASE (the “Lease”) is made and entered into as of the “Effective Date” (as defined in Section 23.18 below), by and between, Theriac Enterprises of Jacksonville, LLC, a Florida limited liability company, whose business address is 5292 Summerlin Commons Way, Suite 1103, Fort Myers, Florida 33907 (“Landlord”), and 21st Century Oncology of Jacksonville, Inc., a Florida corporation, whose business address is 2234 Colonial Blvd. Fort Myers, FL 33907 (“Tenant”).
OPERATING AGREEMENT OF 21st CENTURY ONCOLOGY OF HARFORD COUNTY, MARYLAND LLCOperating Agreement • November 24th, 2010 • Radiation Therapy Services Holdings, Inc. • Services-offices & clinics of doctors of medicine • Maryland
THIS OPERATING AGREEMENT (“Agreement”) is made as of May 15, 2006, by MARYLAND RADIATION THERAPY MANAGEMENT SERVICES, INC., a Maryland corporation (“Member”).
ADDENDUM TO ADMINISTRATIVE SERVICES AGREEMENTAdministrative Services Agreement • November 24th, 2010 • Radiation Therapy Services Holdings, Inc. • Services-offices & clinics of doctors of medicine • California
This Addendum (the “Addendum”) is entered into as of January 1,2005, by and between CALIFORNIA RADIATION THERAPY MANAGEMENT SERVICES, INC., a California corporation (“MANAGEMENT SERVICES”) and 21st CENTURY ONCOLOGY OF CALIFORNIA, A MEDICAL CORPORATION, a California medical corporation (the “PC”). This Addendum amends Section 3.1 of the Administrative Services Agreement dated August 1, 2003 between the parties (the “Agreement”) to adjust the monthly Service Fee of $21,666.67 paid in 2004 to a monthly Service Fee of $39,583.33 and replaces the Addendum of that same Section dated January 1, 2004.
OPERATING AGREEMENTOperating Agreement • November 24th, 2010 • Radiation Therapy Services Holdings, Inc. • Services-offices & clinics of doctors of medicine • Maryland
THIS OPERATING AGREEMENT (the “Agreement”) of 21st Century Oncology of Prince Georges County, Maryland, LLC, is made effective as of the lst day of November 2006 by Maryland Radiation Therapy Management Services, Inc., as the sole member (the “Member”) of the Company.
FORM OF INDEMNIFICATION AGREEMENT (DIRECTORS AND/OR OFFICERS)Indemnification Agreement • November 24th, 2010 • Radiation Therapy Services Holdings, Inc. • Services-offices & clinics of doctors of medicine • Florida
THIS INDEMNIFICATION AGREEMENT (“Agreement”), is made and entered into as of the day of , 2004, by and between RADIATION THERAPY SERVICES, INC., a Florida corporation (the “Company”), and , (the “Indemnitee”).
MANAGEMENT UNIT SUBSCRIPTION AGREEMENT (Class B Units and Class C Units)Management Unit Subscription Agreement • November 24th, 2010 • Radiation Therapy Services Holdings, Inc. • Services-offices & clinics of doctors of medicine • Delaware
THIS MANAGEMENT UNIT SUBSCRIPTION AGREEMENT (this “Agreement”) is made as of February 21, 2008 (the “Grant Date”), by and between Radiation Therapy Investments, LLC, a Delaware limited liability company (the “Company”) and the individual named on the signature page attached hereto (the “Executive”). Capitalized terms used herein but not otherwise defined herein shall have the meanings assigned to them in the Amended and Restated Limited Liability Company Agreement, dated as of February 21, 2008, entered into by and among the members of the Company (as amended from time to time in accordance with its terms, the “LLC Agreement”).
ADDENDUM TO ADMINISTRATIVE SERVICES AGREEMENTAdministrative Services Agreement • November 24th, 2010 • Radiation Therapy Services Holdings, Inc. • Services-offices & clinics of doctors of medicine • New York
This Addendum (the “Addendum”) is entered into as of January 1, 2010, by and among NEW YORK RADIATION THERAPY MANAGEMENT SERVICES, INC., a New York corporation (“MANAGEMENT SERVICES”) and YONKERS RADIATION MEDICAL PRACTICE, P.C., a New York professional corporation (the “PC”). This Addendum amends Section 3.1 of the Administrative Services Agreement dated January 1, 1999 between the parties (the “Agreement”) to adjust the monthly Service Fee payable at the rate of $600.00 per external beam treatment billed in 2009 to a monthly Service Fee payable at the rate of $500.00 per external beam treatment billed (currently CPT codes 77372, 77373, 77401 - 77416, 77418, and 77781 - 77784) and replaces the Addendum of that same Section dated January 1, 2009. From and after the date hereof, Section 3.1 shall read as follows:
OPERATING AGREEMENT OF AMERICAN CONSOLIDATED TECHNOLOGIES, L.L.C.Operating Agreement • November 24th, 2010 • Radiation Therapy Services Holdings, Inc. • Services-offices & clinics of doctors of medicine
The parties desire to form a Michigan Limited Liability Company and to provide for its governance in accordance with this Operating Agreement.
LEASE OF OFFICE SPACELease Agreement • November 24th, 2010 • Radiation Therapy Services Holdings, Inc. • Services-offices & clinics of doctors of medicine • North Carolina
AGREEMENT dated October 1, 2004, by and between THE HIGHLANDS-CASHIERS HOSPITAL, INC. a NORTH CAROLINA nonprofit corporation (herein called “Landlord”), Post Office Box 190, Highlands, North Carolina 28741, and North Carolina Radiation Therapy Management Services, Inc., Charles C. Thomas, MD (herein called “Tenant”), 445 Biltmore Ave., Suite G102, Asheville, North Carolina, 28801.
EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • November 24th, 2010 • Radiation Therapy Services Holdings, Inc. • Services-offices & clinics of doctors of medicine • Florida
THIS EXECUTIVE EMPLOYMENT AGREEMENT (“Agreement”), dated as of February 21, 2008, by and among RADIATION THERAPY SERVICES HOLDINGS, INC., a Delaware corporation (“Holdings”), RADIATION THERAPY SERVICES, INC., a Florida corporation (the “Company”), and JAMES H. RUBENSTEIN, M.D. (“Executive”).
AMENDMENT NO. 3 TO EMPLOYMENT AGREEMENTEmployment Agreement • November 24th, 2010 • Radiation Therapy Services Holdings, Inc. • Services-offices & clinics of doctors of medicine • Florida
This Amendment No. 3 to Employment Agreement dated and effective as of January 1, 2007 by and between 21st Century Oncology, Inc. (“21st Century”) and Constantine Mantz, M.D. (the “Physician”).
SUBLEASESublease • November 24th, 2010 • Radiation Therapy Services Holdings, Inc. • Services-offices & clinics of doctors of medicine • New York
INCREMENTAL AMENDMENTIncremental Amendment • November 24th, 2010 • Radiation Therapy Services Holdings, Inc. • Services-offices & clinics of doctors of medicine • New York
This amendment (this “Incremental Amendment”), dated as of April 22, 2010 is entered into among Radiation Therapy Services, Inc., (as successor to RTS Merger Co., Inc.), a Florida corporation (“Borrower”), Radiation Therapy Services Holdings, Inc., a Delaware Corporation (“Parent”), the Subsidiaries of the Borrower identified as “Guarantors” on the signature pages hereto (the “Subsidiary Guarantors” and, together with Parent, the “Guarantors”), Bank of America, N.A., as Incremental Revolving Lender (the “Incremental Revolving Lender”) and Wells Fargo Bank, N.A. (formerly known as Wachovia Bank, National Association), in its capacity as administrative agent for the Lenders (in such capacity, the “Administrative Agent”) and amends the Credit Agreement dated as of February 21, 2008 (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”) entered into among the Borrower, the institutions from time to time party thereto as Lenders (the “Lenders”), the Admin
PROFESSIONAL SERVICES AGREEMENTProfessional Services Agreement • November 24th, 2010 • Radiation Therapy Services Holdings, Inc. • Services-offices & clinics of doctors of medicine • Maryland
This Professional Services Agreement (the “Agreement”) is made and entered into as of the first of January, 2005, by and between Berlin Radiation Therapy Treatment Center, LLC, a Maryland limited liability company (“BRT”) and Katin Radiation Therapy, P.A,, a Maryland professional corporation (the “P.A.”).
AMENDMENT TO EMPLOYMENT AGREEMENTEmployment Agreement • November 24th, 2010 • Radiation Therapy Services Holdings, Inc. • Services-offices & clinics of doctors of medicine • Florida
This Amendment to Employment Agreement (the “Amendment”) dated as of November 11, 2009 is by and between 21st Century Oncology, LLC f/k/a 21st Century Oncology, Inc. (the “Employer”) and Eduardo Fernandez, M.D. (the “Physician”).
EMPLOYMENT AGREEMENTEmployment Agreement • November 24th, 2010 • Radiation Therapy Services Holdings, Inc. • Services-offices & clinics of doctors of medicine • Florida
THIS EMPLOYMENT AGREEMENT (“Agreement”), dated as of February 21, 2008, by and among RADIATION THERAPY SERVICES HOLDINGS, INC., a Delaware corporation (“Holdings”), RADIATION THERAPY SERVICES, INC., a Florida corporation (the “Company”), and HOWARD SHERIDAN (“Sheridan”).
AMENDMENT NO. 2 TO CREDIT AGREEMENTCredit Agreement • November 24th, 2010 • Radiation Therapy Services Holdings, Inc. • Services-offices & clinics of doctors of medicine • New York
This Amendment No. 2 dated as of April 1, 2010 to the Credit Agreement (this “Amendment No. 2”), is entered into among Radiation Therapy Services, Inc., (as successor to RTS Merger Co., Inc.), a Delaware corporation (“Borrower”), Radiation Therapy Services Holdings, Inc., a Delaware Corporation (“Parent”) the Subsidiaries of the Borrower identified as “Guarantors” on the signature pages hereto (the “Subsidiary Guarantors” together with Parent, the “Guarantors”), the Lenders signatory hereto and Wells Fargo Bank, N.A. (formerly known as Wachovia Bank, National Association), in its capacity as administrative agent for the Lenders (in such capacity, the “Administrative Agent”) and amends the Credit Agreement dated as of February 21, 2008 (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”) entered into among the Borrower, the institutions from time to time party thereto as Lenders (the “Lenders”), the Administrative Agent and the other agents and arra
TERMINATION OF LEASE AGREEMENTTermination of Lease Agreement • November 24th, 2010 • Radiation Therapy Services Holdings, Inc. • Services-offices & clinics of doctors of medicine
This Termination of Lease Agreement is made as of February 9, 2006, by and between Fort Walton Radiation Associates, LLP, a Florida limited liability partnership (the “Lessor”) and 21st Century Oncology, Inc., a Florida corporation (the “Lessee”).
ADDENDUM TO ADMINISTRATIVE SERVICES AGREEMENTManagement Services Agreement • November 24th, 2010 • Radiation Therapy Services Holdings, Inc. • Services-offices & clinics of doctors of medicine • Massachusetts
This Addendum (the “Addendum”) is entered into as of January 1, 2006, by and between NEW ENGLAND RADIATION THERAPY MANAGEMENT SERVICES, INC., a Massachusetts corporation (“MANAGEMENT SERVICES”) and MASSACHUSETTS ONCOLOGY SERVICES, P.C., a Massachusetts professional corporation (the “PC”). This Addendum amends Section 3.1 of the Administrative Services Agreement dated June 1, 2005 between the parties (the “Agreement”) to adjust the monthly Service Fee of $89,166.67 paid in 2005 to a monthly Service Fee of $133,333.33. From and after the date hereof, Section 3.1 shall read as follows:
AMENDMENT TO EMPLOYMENT AGREEMENTEmployment Agreement • November 24th, 2010 • Radiation Therapy Services Holdings, Inc. • Services-offices & clinics of doctors of medicine • Florida
This Amendment to Physician’s Employment Agreement (the “Amendment”) dated as of February 1, 2010 is by and between 21st Century Oncology, LLC f/k/a 21st Century Oncology, Inc. (the “Employer”) and James H. Rubenstein, M.D. (the “Physician”).
AMENDMENT NO. 1 TO CREDIT AGREEMENTCredit Agreement • November 24th, 2010 • Radiation Therapy Services Holdings, Inc. • Services-offices & clinics of doctors of medicine • New York
This Amendment No. 1 dated as of August 15, 2008 to the Credit Agreement (this “Amendment No. 1”), is entered into among Radiation Therapy Services, Inc., (as successor to RTS Merger Co., Inc.), a Delaware corporation (“Borrower”), Radiation Therapy Services Holdings, Inc., a Delaware Corporation (“Parent”) the Subsidiaries of the Borrower identified as “Guarantors” on the signature pages hereto (the “Subsidiary Guarantors” together with Parent, the “Guarantors”), the Lenders signatory hereto and Wachovia Bank, National Association, in its capacity as administrative agent for the Lenders (in such capacity, the “Administrative Agent”) and amends the Credit Agreement dated as of February 21, 2008 (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”) entered into among the Borrower, the institutions from time to time party thereto as Lenders (the “Lenders”), the Administrative Agent and the other agents and arrangers named therein. Capitalized terms us
CONSTRUCTION SUBLEASE CENTRAL MASSACHUSETTS COMPREHENSIVE CANCER CENTER, LLC as the Sublandlord TO THERIAC ENTERPRISES OF HARRINGTON, LLC as the SubtenantConstruction Sublease • November 24th, 2010 • Radiation Therapy Services Holdings, Inc. • Services-offices & clinics of doctors of medicine
THIS CONSTRUCTION SUBLEASE (the “Sublease”) is made as of the “Effective Date” (defined in Section 21 below), by and among Central Massachusetts Comprehensive Cancer Center, LLC, a Massachusetts limited liability company having its principal office at 2234 Colonial Blvd., Fort Myers, Florida 33907 (“CMCC”), Theriac Enterprises of Harrington, LLC, a Florida limited liability company, having its principal office at 5292 Summerlin Commons Way, Suite 1103, Attn: Cathy Newkirk Fort Myers, Florida 33907 (“Theriac”), and Harrington Memorial Hospital, Inc., a Massachusetts nonprofit corporation, having its principal office at 100 South Street, Southbridge, Massachusetts 01550 (“Harrington”).
