Exhibit 4.19

 

FIRST SUPPLEMENTAL INDENTURE

 

This First Supplemental Indenture, dated as of November 19, 2013 (this “First Supplemental Indenture”), is by and among Southern New England Regional Cancer Center, LLC, a Rhode Island limited liability company (the “Rhode Island Guarantor”), Palms West Radiation Therapy, L.L.C., a Florida limited liability company  (the “Florida Guarantor” and, together with the Rhode Island Guarantor, the “New RTS Guarantors”), OnCure Holdings, Inc., a Delaware corporation (the “Company,” which term includes its successors and assigns), each other then existing Guarantor under the Indenture referred to below (the “Guarantors”), and Wilmington Trust, National Association, as trustee (in such capacity, the “Trustee”) and Collateral Agent (in such capacity, the “Collateral Agent”) under the Indenture referred to below.  Capitalized terms used and not defined herein shall have the same meanings given in the Indenture unless otherwise indicated.

 

W I T N E S S E T H:

 

WHEREAS, the Company, the Guarantors and the Trustee have heretofore executed and delivered an Indenture, dated as of October 25, 2013 (as otherwise amended, supplemented, waived or modified, the “Indenture”), providing for the issuance of 11 3/4% Senior Secured Notes due 2017 of the Company (the “Notes”);

 

WHEREAS, pursuant to Section 11.03 of the Indenture, each Person that becomes obligated to provide an RTS Guarantee pursuant to Section 11.16 of the Indenture must execute and deliver to the Trustee a supplemental indenture making such Person a party to the Indenture, along with a notation of such RTS Guarantee in the form included as Exhibit F to the Indenture;

 

WHEREAS, pursuant to Section 11.16 of the Indenture, RTS will not permit any of its Restricted Subsidiaries (other than Foreign Subsidiaries) to guarantee Indebtedness under the Credit Agreement, unless such Restricted Subsidiary executes and delivers to the Trustee a supplemental indenture, providing an unsecured guarantee of payment of the Notes by such Restricted Subsidiary;

 

WHEREAS, the New RTS Guarantors are Restricted Subsidiaries of RTS and have guaranteed or will guarantee Indebtedness under the Credit Agreement;

 

WHEREAS, pursuant to Section 9.01 of the Indenture, the Trustee, the Company and the Guarantors are authorized to execute and deliver this First Supplemental Indenture to amend the Indenture, without the consent of any Holder; and

 

WHEREAS, by entering into this First Supplemental Indenture, the Company, the Guarantors and the Trustee have consented to amend the Indenture in accordance with the terms and conditions herein.

 

NOW, THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt of which is hereby acknowledged, the New RTS Guarantors, the

 











 

Guarantors, the Company and the Trustee mutually covenant and agree for the equal and ratable benefit of the Holders of the Notes as follows:

 

Section 1.                                           Agreement to be Bound.  Each of the New RTS Guarantors hereby becomes a party to the Indenture as an RTS Guarantor and as such will have all of the rights and be subject to all of the obligations and agreements of an RTS Guarantor under the Indenture.  Each of the New RTS Guarantors agrees to be bound by all of the provisions of the Indenture applicable to an RTS Guarantor and to perform all of the obligations and agreements of an RTS Guarantor under the Indenture.

 

Section 2.                                           Compliance with and Fulfillment of Condition of Sections 11.16 and 11.03.  The execution and delivery of this First Supplemental Indenture and the Guarantee by each New RTS Guarantor (along with such documentation relating thereto as the Trustee shall require) fulfills all obligations under Sections 11.16 and 11.03 of the Indenture.

 

Section 3.                                           Ratification of Indenture; Supplemental Indenture Part of Indenture; Trustee’s Disclaimer.  Except as expressly amended hereby, the Indenture is in all respects ratified and confirmed and all the terms, conditions and provisions thereof shall remain in full force and effect.  This First Supplemental Indenture shall form a part of the Indenture for all purposes, and every Holder of Notes heretofore or hereafter authenticated and delivered shall be bound hereby.  The Trustee makes no representation or warranty as to the validity or sufficiency of this First Supplemental Indenture.

 

Section 4.                                           Governing Law.  This First Supplemental Indenture and the Notes shall be governed by and construed in accordance with the laws of the State of New York, as applied to contracts made and performed within the State of New York.

 

Section 5.                                           No Adverse Interpretation of Other Agreements.  This First Supplemental Indenture may not be used to interpret any other indenture, loan or debt agreement of the Company or its Subsidiaries (other than the Indenture).  No such indenture, loan or debt agreement may be used to interpret this First Supplemental Indenture or the Indenture.

 

Section 6.                                           Successors.  This First Supplemental Indenture shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns.

 

Section 7.                                           Separability.  Each provision of this First Supplemental Indenture shall be considered separable and if for any reason any provision which is not essential to the effectuation of the basic purpose of this First Supplemental Indenture or the Notes shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.

 

Section 8.                                           Counterpart Originals.  The parties may sign multiple counterparts of this First Supplemental Indenture.  Each signed counterpart shall be deemed an original, but all of them together represent one and the same agreement.

 

Section 9.                                           Headings, etc.  The headings of the Sections of this First Supplemental Indenture have been inserted for convenience of reference only, are not to be considered a part of

 











 

this First Supplemental Indenture and shall in no way modify or restrict any of the terms or provisions hereof.

 

* * * * *

 











 

IN WITNESS WHEREOF, the parties hereto have caused this First Supplemental Indenture to be duly executed as of the date first above written.

 

	
 
    	
ONCURE   HOLDINGS, INC.
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
By:
    	
/s/   Bryan J. Carey
    
	
 
    	
 
    	
Name:   Bryan J. Carey
    
	
 
    	
 
    	
Title:   Chief Financial Officer
    
	
 
    	
 
    
	
 
    	
New   RTS Guarantors
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
SOUTHERN NEW ENGLAND REGIONAL CANCER CENTER, LLC
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
By:
    	
/s/   Bryan J. Carey
    
	
 
    	
 
    	
Name:   Bryan J. Carey
    
	
 
    	
 
    	
Title:    Treasurer
    
	
 
    	
 
    
	
 
    	
PALMS   WEST RADIATION THERAPY, L.L.C.
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
By:
    	
21ST   CENTURY ONCOLOGY MANAGEMENT SERVICES, INC.
    
	
 
    	
 
    	
Its   Sole Member
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
By:
    	
/s/   Bryan J. Carey
    
	
 
    	
 
    	
Name:   Bryan J. Carey
    
	
 
    	
 
    	
Title:   Vice President
    


 











 

	
 
    	
ONCURE   GUARANTORS
    
	
 
    	
 
    
	
 
    	
ONCURE   MEDICAL CORP.
    
	
 
    	
MANATEE   RADIATION ONCOLOGY, INC.
    
	
 
    	
MISSION   VIEJO RADIATION ONCOLOGY MEDICAL GROUP, INC.
    
	
 
    	
RADIATION   ONCOLOGY CENTER, LLC
    
	
 
    	
U.S.   CANCER CARE, INC.
    
	
 
    	
USCC   FLORIDA ACQUISITION CORP.
    
	
 
    	
USCC   ACQUISITION CORP.
    
	
 
    	
USCC   HEALTHCARE MANAGEMENT CORP.
    
	
 
    	
COASTAL   ONCOLOGY, INC.
    
	
 
    	
FOUNTAIN   VALLEY & ANAHEIM RADIATION ONCOLOGY CENTERS, INC.
    
	
 
    	
SANTA   CRUZ RADIATION ONCOLOGY MANAGEMENT CORP.
    
	
 
    	
MICA   FLO II, INC.
    
	
 
    	
POINTE   WEST ONCOLOGY, LLC
    
	
 
    	
JAXPET,   LLC
    
	
 
    	
JAXPET/POSITECH,   L.L.C.
    
	
 
    	
SARASOTA   COUNTY ONCOLOGY, INC.
    
	
 
    	
VENICE   ONCOLOGY CENTER, INC.
    
	
 
    	
ENGLEWOOD   ONCOLOGY, INC.
    
	
 
    	
CHARLOTTE   COMMUNITY RADIATION ONCOLOGY, INC.
    
	
 
    	
SARASOTA   RADIATION & MEDICAL ONCOLOGY CENTER, INC.
    
	
 
    	
INTERHEALTH   FACILITY TRANSPORT, INC.
    
	
 
    	
 
    
	
 
    	
By:
    	
/s/   Bryan J. Carey
    
	
 
    	
Name:
    	
Bryan   J. Carey
    
	
 
    	
Title:
    	
 
    


 











 

	
 
    	
RADIATION   THERAPY SERVICES, INC.
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
By:
    	
/s/   Bryan J. Carey
    
	
 
    	
Name:
    	
Bryan   J. Carey
    
	
 
    	
Title:
    	
Chief   Financial Officer
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
RADIATION   THERAPY SERVICES HOLDINGS, INC.
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
By:
    	
/s/   Bryan J. Carey
    
	
 
    	
Name:
    	
Bryan   J. Carey
    
	
 
    	
Title:
    	
Chief   Financial Officer
    


 











 

	
 
    	
RTS   GUARANTORS
    
	
 
    	
 
    
	
 
    	
21ST CENTURY   ONCOLOGY MANAGEMENT SERVICES, INC.
    
	
 
    	
21ST CENTURY   ONCOLOGY OF ALABAMA, LLC
    
	
 
    	
21ST CENTURY   ONCOLOGY OF HARFORD COUNTY MARYLAND, LLC
    
	
 
    	
21ST CENTURY   ONCOLOGY OF JACKSONVILLE, LLC
    
	
 
    	
21ST CENTURY   ONCOLOGY OF KENTUCKY, LLC
    
	
 
    	
21ST CENTURY   ONCOLOGY OF NEW JERSEY, INC.
    
	
 
    	
21ST CENTURY   ONCOLOGY OF PENNSYLVANIA, INC.
    
	
 
    	
21ST CENTURY   ONCOLOGY OF PRINCE GEORGES COUNTY, MARYLAND, LLC
    
	
 
    	
21ST CENTURY   ONCOLOGY OF SOUTH CAROLINA, LLC
    
	
 
    	
21ST CENTURY   ONCOLOGY SERVICES, INC
    
	
 
    	
21ST CENTURY   ONCOLOGY, LLC
    
	
 
    	
AHLC,   LLC
    
	
 
    	
AMERICAN   CONSOLIDATED TECHNOLOGIES, LLC
    
	
 
    	
ARIZONA   RADIATION THERAPY MANAGEMENT SERVICES, INC.
    
	
 
    	
ASHEVILLE   CC, LLC
    
	
 
    	
ATLANTIC   UROLOGY CLINICS, LLC
    
	
 
    	
AURORA   TECHNOLOGY DEVELOPMENT, LLC
    
	
 
    	
BERLIN   RADIATION THERAPY TREATMENT CENTER, LLC
    
	
 
    	
CALIFORNIA   RADIATION THERAPY MANAGEMENT SERVICES, INC.
    
	
 
    	
CAROLINA   RADIATION AND CANCER TREATMENT CENTER, LLC
    
	
 
    	
CAROLINA   REGIONAL CANCER CENTER, LLC
    
	
 
    	
DERM-RAD   INVESTMENT COMPANY, LLC
    
	
 
    	
DEVOTO   CONSTRUCTION OF SOUTHWEST FLORIDA, INC.
    
	
 
    	
FINANCIAL   SERVICES OF SOUTHWEST FLORIDA, LLC
    
	
 
    	
GETTYSBURG   RADIATION, LLC
    


 











 

	
 
    	
GOLDSBORO   RADIATION THERAPY SERVICES, INC.
    
	
 
    	
JACKSONVILLE   RADIATION THERAPY SERVICES, LLC
    
	
 
    	
MARYLAND   RADIATION THERAPY MANAGEMENT SERVICES, LLC
    
	
 
    	
MICHIGAN   RADIATION THERAPY MANAGEMENT SERVICES, INC.
    
	
 
    	
NEVADA   RADIATION THERAPY MANAGEMENT SERVICES, INCORPORATED
    
	
 
    	
NEW   ENGLAND RADIATION THERAPY MANAGEMENT SERVICES, INC.
    
	
 
    	
NEW   YORK RADIATION THERAPY MANAGEMENT SERVICES, LLC
    
	
 
    	
NORTH   CAROLINA RADIATION THERAPY MANAGEMENT SERVICES, LLC
    
	
 
    	
PHOENIX   MANAGEMENT COMPANY, LLC
    
	
 
    	
RADIATION   THERAPY SCHOOL FOR RADIATION THERAPY TECHNOLOGY, INC.
    
	
 
    	
RADIATION   THERAPY SERVICES INTERNATIONAL, INC.
    
	
 
    	
SAMPSON   ACCELERATOR, LLC
    
	
 
    	
SAMPSON   SIMULATOR, LLC
    
	
 
    	
WEST   VIRGINIA RADIATION THERAPY SERVICES, INC.
    
	
 
    	
 
    
	
 
    	
By:
    	
/s/   Bryan J. Carey
    
	
 
    	
Name:
    	
Bryan   J. Carey
    
	
 
    	
Title:
    	
Vice   President
    


 











 

	
 
    	
WILMINGTON   TRUST, NATIONAL ASSOCIATION, as Trustee
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
By:   
    	
/s/   Joseph P. O’Donnell
    
	
 
    	
Name:
    	
Joseph   P. O’Donnell
    
	
 
    	
Title:
    	
Vice   President