Exhibit 10.3

 

ASSUMPTION AGREEMENT

 

ASSUMPTION AGREEMENT, dated as of September 15, 2015, made by South Florida Medicine, LLC a Florida limited liability company (“SFM”), Associates in Radiation Oncology Services, LLC, a Florida limited liability company (“ARO”), Boynton Beach Radiation Oncology, L.L.C., a Florida limited liability company (“BBRO”), Treasure Coast Medicine, LLC, a Florida limited liability company (“TCM”), SFRO Holdings, LLC, a Florida limited liability company (“SFRO Holdings”) and South Florida Radiation Oncology, LLC, a Florida limited liability company (“SFRO”), and together with SFM, ARO, BBRO, TCM, SFRO Holdings and SFRO, each an “Additional Grantor” and collectively the “Additional Grantors”), in favor of MORGAN STANLEY SENIOR FUNDING, INC. as administrative agent (in such capacity, the “Administrative Agent”) for the banks and other financial institutions (the “Lenders”) parties to the Credit Agreement referred to below.  All capitalized terms not defined herein shall have the meaning ascribed to them in such Credit Agreement.

 

WITNESSETH:

 

WHEREAS, 21ST CENTURY ONCOLOGY, INC. (the “Borrower”), the Lenders, the Administrative Agent and others have entered into a Credit Agreement, dated as of April 30, 2015 (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”);

 

WHEREAS, in connection with the Credit Agreement, the Borrower and certain of the Borrower’s affiliates (other than the Additional Grantors) have entered into the Guarantee and Security Agreement, dated as of April 30, 2015 (as amended, supplemented or otherwise modified from time to time, the “Guarantee and Security Agreement”) in favor of the Administrative Agent for the benefit of the Secured Parties;

 

WHEREAS, the Credit Agreement requires each Additional Grantor to become a party to the Guarantee and Security Agreement; and

 

WHEREAS, each Additional Grantor has agreed to execute and deliver this Assumption Agreement in order to become a party to the Guarantee and Security Agreement;

 

NOW, THEREFORE, IT IS AGREED

 

1.                                      Guarantee and Security Agreement.  By executing and delivering this Assumption Agreement, each Additional Grantor, as provided in Section 9.14 of the Guarantee and Security Agreement, hereby becomes a party to the Guarantee and Security Agreement as a Guarantor and Grantor thereunder with the same force and effect as if originally named therein as a Guarantor and Grantor and, without limiting the generality of the foregoing, hereby expressly assumes all obligations and liabilities of a Guarantor and Grantor thereunder.  As security for the Obligations (as defined in the Guarantee and Security Agreement), each Additional Grantor hereby grants a security interest in all of the Collateral (as defined in the Guarantee and Security Agreement) to the Administrative Agent.  The information set forth in Annex 1-A hereto is hereby added to the information set forth in the Schedules to the Guarantee and Security Agreement.  Each Additional Grantor hereby represents and warrants that each of the

 











 

representations and warranties contained in Section 4 of the Guarantee and Security Agreement is true and correct in all material respects on and as the date hereof (after giving effect to this Assumption Agreement) as if made on and as of such date.

 

2.                                      Governing Law.  THIS ASSUMPTION AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.

 

2











 

IN WITNESS WHEREOF, the undersigned has caused this Assumption Agreement to be duly executed and delivered under seal as of the date first above written.

 

	
 
    	
SOUTH FLORIDA MEDICINE, LLC
    
	
 
    	
ASSOCIATES IN RADIATION ONCOLOGY SERVICES, LLC
    
	
 
    	
BOYNTON BEACH RADIATION ONCOLOGY, L.L.C.
    
	
 
    	
TREASURE COAST MEDICINE, LLC
    
	
 
    	
SFRO HOLDINGS, LLC
    
	
 
    	
SOUTH FLORIDA RADIATION ONCOLOGY, LLC
    
	
 
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
By:
    	
/s/ Richard Lewis
    
	
 
    	
Name:
    	
Richard Lewis
    
	
 
    	
Title:
    	
Authorized Signatory
    


 

3












 

Annex 1-A

 

Supplement to Schedule A — Investment Property

 

(1)         Pledged Notes: None.

 

(2)         Pledged Stock:

 

	
Name of Entity
    	
 
    	
Grantor
    (Record Owner)
    	
 
    	
Certificate
   No.
    	
 
    	
No. Shares/Interest
    	
 
    	
Percent Owned
    	
 
    	
Percent of
   Owned Interest
   Pledged
    
	
Associates in Radiation Oncology   Services, LLC
    	
 
    	
SFRO Holdings, LLC
    	
 
    	
N/A
    	
 
    	
Member
    	
 
    	
100%
    	
 
    	
100%
    
	
Boca Radiation Oncology, LLC
    	
 
    	
SFRO Holdings, LLC
    	
 
    	
N/A
    	
 
    	
Member
    	
 
    	
100%
    	
 
    	
100%
    
	
Boynton Beach Radiation Oncology,   LLC
    	
 
    	
SFRO Holdings, LLC
    	
 
    	
N/A
    	
 
    	
Member
    	
 
    	
100%
    	
 
    	
100%
    
	
Boynton Beach Real Estate, L.L.C.
    	
 
    	
Treasure Coast Medicine, LLC
    	
 
    	
N/A
    	
 
    	
Member
    	
 
    	
100%
    	
 
    	
100%
    
	
SFM Oncology I, LLC
    	
 
    	
South Florida Medicine, LLC
    	
 
    	
N/A
    	
 
    	
Member
    	
 
    	
100%
    	
 
    	
100%
    
	
SFM Oncology II, LLC
    	
 
    	
South Florida Medicine, LLC
    	
 
    	
N/A
    	
 
    	
Member
    	
 
    	
100%
    	
 
    	
100%
    
	
SFM Oncology III, LLC
    	
 
    	
South Florida Medicine, LLC
    	
 
    	
N/A
    	
 
    	
Member
    	
 
    	
100%
    	
 
    	
100%
    
	
SFM Oncology IV, LLC
    	
 
    	
South Florida Medicine, LLC
    	
 
    	
N/A
    	
 
    	
Member
    	
 
    	
100%
    	
 
    	
100%
    
	
SFM Oncology V, LLC
    	
 
    	
South Florida Medicine, LLC
    	
 
    	
N/A
    	
 
    	
Member
    	
 
    	
100%
    	
 
    	
100%
    
	
SFM Oncology VI, LLC
    	
 
    	
South Florida Medicine, LLC
    	
 
    	
N/A
    	
 
    	
Member
    	
 
    	
100%
    	
 
    	
100%
    
	
SFM Radiation II, LLC
    	
 
    	
South Florida Medicine, LLC
    	
 
    	
N/A
    	
 
    	
Member
    	
 
    	
100%
    	
 
    	
100%
    
	
SFM Radiation III, LLC
    	
 
    	
South Florida Medicine, LLC
    	
 
    	
N/A
    	
 
    	
Member
    	
 
    	
100%
    	
 
    	
100%
    
	
SFM Radiation IV, LLC
    	
 
    	
South Florida Medicine, LLC
    	
 
    	
N/A
    	
 
    	
Member
    	
 
    	
100%
    	
 
    	
100%
    
	
SFM Radiation V, LLC
    	
 
    	
South Florida Medicine, LLC
    	
 
    	
N/A
    	
 
    	
Member
    	
 
    	
100%
    	
 
    	
100%
    
	
SFM Radiation VII, LLC
    	
 
    	
South Florida Medicine, LLC
    	
 
    	
N/A
    	
 
    	
Member
    	
 
    	
100%
    	
 
    	
100%
    
	
SFM Radiation VIII, LLC
    	
 
    	
South Florida Medicine, LLC
    	
 
    	
N/A
    	
 
    	
Member
    	
 
    	
100%
    	
 
    	
100%
    
	
SFM Radiation, LLC
    	
 
    	
South Florida Medicine, LLC
    	
 
    	
N/A
    	
 
    	
Member
    	
 
    	
100%
    	
 
    	
100%
    
	
SFM Surgery I, LLC
    	
 
    	
South Florida Medicine, LLC
    	
 
    	
N/A
    	
 
    	
Member
    	
 
    	
100%
    	
 
    	
100%
    
	
SFM Surgery II, LLC
    	
 
    	
South Florida Medicine, LLC
    	
 
    	
N/A
    	
 
    	
Member
    	
 
    	
100%
    	
 
    	
100%
    
	
SFM Surgery III, LLC
    	
 
    	
South Florida Medicine, LLC
    	
 
    	
N/A
    	
 
    	
Member
    	
 
    	
100%
    	
 
    	
100%
    
	
SFM Surgery IV, LLC
    	
 
    	
South Florida Medicine, LLC
    	
 
    	
N/A
    	
 
    	
Member
    	
 
    	
100%
    	
 
    	
100%
    
	
SFM Surgery IX, LLC
    	
 
    	
South Florida Medicine, LLC
    	
 
    	
N/A
    	
 
    	
Member
    	
 
    	
100%
    	
 
    	
100%
    
	
SFM Surgery V, LLC
    	
 
    	
South Florida Medicine, LLC
    	
 
    	
N/A
    	
 
    	
Member
    	
 
    	
100%
    	
 
    	
100%
    


 











 

	
Name of Entity
    	
 
    	
Grantor
    (Record Owner)
    	
 
    	
Certificate
   No.
    	
 
    	
No. Shares/Interest
    	
 
    	
Percent Owned
    	
 
    	
Percent of
   Owned Interest
   Pledged
    
	
SFM Surgery VI, LLC
    	
 
    	
South Florida Medicine, LLC
    	
 
    	
N/A
    	
 
    	
Member
    	
 
    	
100%
    	
 
    	
100%
    
	
SFM Surgery VII, LLC
    	
 
    	
South Florida Medicine, LLC
    	
 
    	
N/A
    	
 
    	
Member
    	
 
    	
100%
    	
 
    	
100%
    
	
SFM Surgery VIII, LLC
    	
 
    	
South Florida Medicine, LLC
    	
 
    	
N/A
    	
 
    	
Member
    	
 
    	
100%
    	
 
    	
100%
    
	
SFM Surgery X, LLC
    	
 
    	
South Florida Medicine, LLC
    	
 
    	
N/A
    	
 
    	
Member
    	
 
    	
100%
    	
 
    	
100%
    
	
SFM Surgery XI, LLC
    	
 
    	
South Florida Medicine, LLC
    	
 
    	
N/A
    	
 
    	
Member
    	
 
    	
100%
    	
 
    	
100%
    
	
SFM Surgery XII, LLC
    	
 
    	
South Florida Medicine, LLC
    	
 
    	
N/A
    	
 
    	
Member
    	
 
    	
100%
    	
 
    	
100%
    
	
SFM Surgery XV, LLV
    	
 
    	
South Florida Medicine, LLC
    	
 
    	
N/A
    	
 
    	
Member
    	
 
    	
100%
    	
 
    	
100%
    
	
SFM Urology I, LLC
    	
 
    	
South Florida Medicine, LLC
    	
 
    	
N/A
    	
 
    	
Member
    	
 
    	
100%
    	
 
    	
100%
    
	
SFM Urology II, LLC
    	
 
    	
South Florida Medicine, LLC
    	
 
    	
N/A
    	
 
    	
Member
    	
 
    	
100%
    	
 
    	
100%
    
	
SFM Urology III, LLC
    	
 
    	
South Florida Medicine, LLC
    	
 
    	
N/A
    	
 
    	
Member
    	
 
    	
100%
    	
 
    	
100%
    
	
SFM Urology IV, LLC
    	
 
    	
South Florida Medicine, LLC
    	
 
    	
N/A
    	
 
    	
Member
    	
 
    	
100%
    	
 
    	
100%
    
	
SFM Urology IX, LLC
    	
 
    	
South Florida Medicine, LLC
    	
 
    	
N/A
    	
 
    	
Member
    	
 
    	
100%
    	
 
    	
100%
    
	
SFM Urology V, LLC
    	
 
    	
South Florida Medicine, LLC
    	
 
    	
N/A
    	
 
    	
Member
    	
 
    	
100%
    	
 
    	
100%
    
	
SFM Urology VI, LLC
    	
 
    	
South Florida Medicine, LLC
    	
 
    	
N/A
    	
 
    	
Member
    	
 
    	
100%
    	
 
    	
100%
    
	
SFM Urology VII, LLC
    	
 
    	
South Florida Medicine, LLC
    	
 
    	
N/A
    	
 
    	
Member
    	
 
    	
100%
    	
 
    	
100%
    
	
SFM Urology VIII, LLC
    	
 
    	
South Florida Medicine, LLC
    	
 
    	
N/A
    	
 
    	
Member
    	
 
    	
100%
    	
 
    	
100%
    
	
SFM Urology X, LLC
    	
 
    	
South Florida Medicine, LLC
    	
 
    	
N/A
    	
 
    	
Member
    	
 
    	
100%
    	
 
    	
100%
    
	
SFM Urology XI, LLC
    	
 
    	
South Florida Medicine, LLC
    	
 
    	
N/A
    	
 
    	
Member
    	
 
    	
100%
    	
 
    	
100%
    
	
SFM Urology XII, LLC
    	
 
    	
South Florida Medicine, LLC
    	
 
    	
N/A
    	
 
    	
Member
    	
 
    	
100%
    	
 
    	
100%
    
	
SFM Urology XIV, LLC
    	
 
    	
South Florida Medicine, LLC
    	
 
    	
N/A
    	
 
    	
Member
    	
 
    	
100%
    	
 
    	
100%
    
	
SFM Urology XIX, LLC
    	
 
    	
South Florida Medicine, LLC
    	
 
    	
N/A
    	
 
    	
Member
    	
 
    	
100%
    	
 
    	
100%
    
	
SFM Urology XV, LLC
    	
 
    	
South Florida Medicine, LLC
    	
 
    	
N/A
    	
 
    	
Member
    	
 
    	
100%
    	
 
    	
100%
    
	
SFM Urology XVI, LLC
    	
 
    	
South Florida Medicine, LLC
    	
 
    	
N/A
    	
 
    	
Member
    	
 
    	
100%
    	
 
    	
100%
    
	
SFM Urology XVII, LLC
    	
 
    	
South Florida Medicine, LLC
    	
 
    	
N/A
    	
 
    	
Member
    	
 
    	
100%
    	
 
    	
100%
    
	
SFM Urology XVIII, LLC
    	
 
    	
South Florida Medicine, LLC
    	
 
    	
N/A
    	
 
    	
Member
    	
 
    	
100%
    	
 
    	
100%
    
	
SFM Urology XX, LLC
    	
 
    	
South Florida Medicine, LLC
    	
 
    	
N/A
    	
 
    	
Member
    	
 
    	
100%
    	
 
    	
100%
    
	
SFM Urology XXI, LLC
    	
 
    	
South Florida Medicine, LLC
    	
 
    	
N/A
    	
 
    	
Member
    	
 
    	
100%
    	
 
    	
100%
    
	
SFM Urology XXII, LLC
    	
 
    	
South Florida Medicine, LLC
    	
 
    	
N/A
    	
 
    	
Member
    	
 
    	
100%
    	
 
    	
100%
    
	
SFM Urology XXIII, LLC
    	
 
    	
South Florida Medicine, LLC
    	
 
    	
N/A
    	
 
    	
Member
    	
 
    	
100%
    	
 
    	
100%
    
	
SFM Urology XXIV, LLC
    	
 
    	
South Florida Medicine, LLC
    	
 
    	
N/A
    	
 
    	
Member
    	
 
    	
100%
    	
 
    	
100%
    
	
SFM Urology XXV, LLC
    	
 
    	
South Florida Medicine, LLC
    	
 
    	
N/A
    	
 
    	
Member
    	
 
    	
100%
    	
 
    	
100%
    
	
SFM Urology XXVI, LLC
    	
 
    	
South Florida Medicine, LLC
    	
 
    	
N/A
    	
 
    	
Member
    	
 
    	
100%
    	
 
    	
100%
    
	
SFM Urology XXVII, LLC
    	
 
    	
South Florida Medicine, LLC
    	
 
    	
N/A
    	
 
    	
Member
    	
 
    	
100%
    	
 
    	
100%
    
	
SFM Urology XXVIII, LLC
    	
 
    	
South Florida Medicine, LLC
    	
 
    	
N/A
    	
 
    	
Member
    	
 
    	
100%
    	
 
    	
100%
    
	
SFM Urology XXIX, LLC
    	
 
    	
South Florida Medicine, LLC
    	
 
    	
N/A
    	
 
    	
Member
    	
 
    	
100%
    	
 
    	
100%
    
	
South Florida Medicine, LLC
    	
 
    	
SFRO Holdings, LLC
    	
 
    	
N/A
    	
 
    	
2 Class A Units
    
    10   Class C Units
    	
 
    	
100% of Class A Units
    	
 
    	
100%
    


 

2











 

	
Name of Entity
    	
 
    	
Grantor
    (Record Owner)
    	
 
    	
Certificate
   No.
    	
 
    	
No. Shares/Interest
    	
 
    	
Percent Owned
    	
 
    	
Percent of
   Owned Interest
   Pledged
    
	
South Florida Radiation Oncology   Coconut Creek, LLC
    	
 
    	
SFRO Holdings, LLC
    	
 
    	
N/A
    	
 
    	
Member
    	
 
    	
100%
    	
 
    	
100%
    
	
South Florida Radiation Oncology   in Wellington, LLC
    	
 
    	
SFRO Holdings, LLC
    	
 
    	
N/A
    	
 
    	
Member
    	
 
    	
100%
    	
 
    	
100%
    
	
South Florida Radiation Oncology   Jupiter, LLC
    	
 
    	
SFRO Holdings, LLC
    	
 
    	
N/A
    	
 
    	
Member
    	
 
    	
100%
    	
 
    	
100%
    
	
South Florida Radiation Oncology   Miami, LLC
    	
 
    	
SFRO Holdings, LLC
    	
 
    	
N/A
    	
 
    	
Member
    	
 
    	
100%
    	
 
    	
100%
    
	
South Florida Radiation Oncology   PSL, LLC
    	
 
    	
Treasure Coast Medicine, LLC
    	
 
    	
N/A
    	
 
    	
Member
    	
 
    	
100%
    	
 
    	
100%
    
	
South Florida Radiation Oncology   WPB, LLC
    	
 
    	
SFRO Holdings, LLC
    	
 
    	
N/A
    	
 
    	
Member
    	
 
    	
100%
    	
 
    	
100%
    
	
South Florida Radiation Oncology,   LLC
    	
 
    	
SFRO Holdings, LLC
    	
 
    	
N/A
    	
 
    	
Member
    	
 
    	
100%
    	
 
    	
100%
    
	
Treasure Coast Medicine, LLC
    	
 
    	
SFRO Holdings, LLC
    	
 
    	
N/A
    	
 
    	
Member
    	
 
    	
100%
    	
 
    	
100%
    
	
Treasure Coast Radiation   Oncology, LLC
    	
 
    	
Treasure Coast Medicine, LLC
    	
 
    	
N/A
    	
 
    	
Member
    	
 
    	
100%
    	
 
    	
100%
    
	
Boca Oncology Partners, LLC
    	
 
    	
Boca Radiation Oncology, LLC
    	
 
    	
N/A
    	
 
    	
Member
    	
 
    	
100%
    	
 
    	
100%
    


 

3












 

Supplement to Schedule B — Perfection Information

 

	
Loan Party
    	
 
    	
Filing Office
    
	
SOUTH FLORIDA MEDICINE, LLC
    	
 
    	
Florida Secured Transaction Registry
    
	
ASSOCIATES IN RADIATION ONCOLOGY SERVICES, LLC
    	
 
    	
Florida Secured Transaction Registry
    
	
BOYNTON BEACH RADIATION ONCOLOGY, L.L.C.
    	
 
    	
Florida Secured Transaction Registry
    
	
TREASURE COAST MEDICINE, LLC
    	
 
    	
Florida Secured Transaction Registry
    
	
SFRO HOLDINGS, LLC
    	
 
    	
Florida Secured Transaction Registry
    
	
SOUTH FLORIDA RADIATION ONCOLOGY, LLC
    	
 
    	
Florida Secured Transaction Registry
    


 











 

Supplement to Schedule C — Jurisdictions of Organization
 and Chief Executive Office

 


	
Loan Party
    	
 
    	
Jurisdiction of Organization
    	
 
    	
Chief Executive Office
    
	
South Florida Medicine, LLC
    	
 
    	
Florida
    	
 
    	
2270 Colonial Blvd
   Fort Myers, FL 33907
    
	
Associates in Radiation Oncology Services, LLC
    	
 
    	
Florida
    	
 
    	
2270 Colonial Blvd
   Fort Myers, FL 33907
    
	
Boynton Beach Radiation Oncology, L.L.C.
    	
 
    	
Florida
    	
 
    	
2270 Colonial Blvd
   Fort Myers, FL 33907
    
	
Treasure Coast Medicine, LLC
    	
 
    	
Florida
    	
 
    	
2270 Colonial Blvd
   Fort Myers, FL 33907
    
	
SFRO Holdings, LLC
    	
 
    	
Florida
    	
 
    	
2270 Colonial Blvd
   Fort Myers, FL 33907
    
	
South Florida Radiation Oncology, LLC
    	
 
    	
Florida
    	
 
    	
2270 Colonial Blvd
   Fort Myers, FL 33907
    




 











 

Supplement to Schedule D — Intellectual Property

 

None.

 











 

Supplement to Schedule E — Commercial Tort Claims

 

None.