Exhibit 4.5


 


$210,000,000


 


ONCURE
HOLDINGS, INC.


11.750 %
Senior Secured Notes due 2017


 


REGISTRATION
RIGHTS AGREEMENT


 


May 13, 2010


 


JEFFERIES & COMPANY, INC.


520 Madison Avenue


New York, New York 10022


 


Ladies and Gentlemen:


 


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:


 


1.                                       Definitions


 


Capitalized terms that are used herein without
definition and are defined in the Purchase Agreement shall have the respective
meanings ascribed to them in the Purchase Agreement. As used in this Agreement,
the following terms shall have the following meanings:


 


Additional Interest: See
Section 4(a). 


 


Advice: See
Section 6(w).


 


Agreement: This
Registration Rights Agreement, dated as of the Closing Date, by and among the
Company, the Guarantors party hereto and the Initial Purchaser.


 


Applicable Period: See
Section 2(e).


 


Business Day: A day that is
not a Saturday, a Sunday or a day on which banking institutions in the City of
New York are authorized or required by law or executive order to be closed.


 


Closing Date: May 13,
2010.


 


Collateral Agreements: Shall have
the meaning set forth in the Indenture.


 


Company: See the
introductory paragraph to this Agreement.


 


Day: Unless
otherwise expressly provided, a calendar day.


 


Effectiveness Date: The 330th day after the Closing Date.


 

















 


Effectiveness Period: See
Section 3(a). 


 


Event Date: See
Section 4(b).


 


Exchange Act: The
Securities Exchange Act of 1934, as amended, and the rules and regulations
of the SEC promulgated thereunder.


 


Exchange Notes: Senior
Secured Notes due 2017 of the Company, identical in all material respects to
the Notes, including the guarantees endorsed thereon, except for references to
series and restrictive legends.


 


Exchange Offer: See
Section 2(a).


 


Exchange Registration
Statement: See Section 2(a).


 


Filing Date: The 270th day after the Closing Date.


 


FINRA: Financial
Industry Regulatory Authority.


 


Guarantor: Each
subsidiary of the Company that guarantees the obligations of the Company under
the Notes and Indenture.


 


Holder: Any
beneficial holder of Registrable Notes. 


 


Indemnified Party: See
Section 8(c).


 


Indemnifying Party: See
Section 8(c).


 


Indenture: The
Indenture, dated as of the Closing Date, among the Company, the Guarantors and
Wilmington Trust FSB, as trustee, pursuant to which the Notes are being issued,
as amended or supplemented from time to time in accordance with the terms
hereof.


 


Initial Purchaser: See the
introductory paragraph to this Agreement.


 


Initial Shelf Registration: See
Section 3(a).


 


Inspectors: See
Section 6(o).


 


Lien: Shall have the
meaning set forth in the Indenture.


 


Losses: See
Section 8(a).


 


Notes: See the
introductory paragraph to this Agreement.


 


Participating Broker-Dealer: See
Section 2(e).


 


Person: An
individual, trustee, corporation, partnership, limited liability company, joint
stock company, trust, unincorporated association, union, business association,
firm, government or agency or political subdivision thereof, or other legal
entity.


 


Private Exchange: See
Section 2(f).


 

















 


Private Exchange Notes: See
Section 2(f).


 


Prospectus: The
prospectus included in any Registration Statement (including, without
limitation, a prospectus that discloses information previously omitted from a
prospectus filed as part of an effective registration statement in reliance
upon Rule 430A promulgated under the Securities Act), as amended or
supplemented by any prospectus supplement, with respect to the terms of the
offering of any portion of the Registrable Notes covered by such Registration
Statement, and all other amendments and supplements to the Prospectus, including
post-effective amendments, and all material incorporated by reference or deemed
to be incorporated by reference in such Prospectus.


 


Purchase Agreement: See the
introductory paragraph to this Agreement. 


 


Records: See
Section 6(o).


 


Registrable Notes: Notes and
Private Exchange Notes; provided, however, that
a Note or Private Exchange Note, as applicable, shall cease to be a Registrable
Note upon the earliest to occur of the following: (i) in the circumstances
contemplated by Section 2(a), the Note has been exchanged for an Exchange
Note in an Exchange Offer as contemplated in Section 2(a); (ii) in
the circumstances contemplated by Section 3, a Shelf Registration
registering such Note or Private Exchange Note, as applicable, under the Securities
Act has been declared or becomes effective and such Note or Private Exchange
Note, as applicable, has been sold or otherwise transferred by the holder
thereof pursuant to and in a manner contemplated by such effective Shelf
Registration; (iii) such Note or Private Exchange Note, as applicable, is
actually sold by the holder thereof pursuant to Rule 144 under
circumstances in which any legend borne by such Note or Private Exchange Note,
as applicable, relating to restrictions on transferability thereof, under the Securities
Act or otherwise, is removed by the Company or pursuant to the Indenture; or
(iv) such Note or Private Exchange Note, as applicable, shall cease to be
outstanding.


 


Registration Statement: Any
registration statement of the Company and the Guarantors filed with the SEC
under the Securities Act (including, but not limited to, the Exchange
Registration Statement, the Shelf Registration and any subsequent Shelf
Registration) that covers any of the Registrable Notes pursuant to the
provisions of this Agreement, including the Prospectus, amendments and
supplements to such registration statement, including post-effective
amendments, all exhibits and all material incorporated by reference or deemed
to be incorporated by reference in such registration statement.


 


Rule 144: Rule 144
promulgated under the Securities Act, as such Rule may be amended from
time to time, or any similar rule (other than Rule 144A) or
regulation hereafter adopted by the SEC providing for offers and sales of
securities made in compliance therewith resulting in offers and sales by
subsequent holders that are not affiliates of an issuer or such securities
being free of the registration and prospectus delivery requirements of the
Securities Act.


 


Rule 144A:
Rule 144A promulgated under the Securities Act, as such Rule may be
amended from time to time, or any similar rule (other than Rule 144)
or regulation hereafter adopted by the SEC.


 


Rule 415: Rule 415
promulgated under the Securities Act, as such Rule may be amended from
time to time, or any similar rule or regulation hereafter adopted by the
SEC.


 


Rule 430A:
Rule 430A promulgated under the Securities Act, as such Rule may be
amended from time to time, or any similar rule or regulation hereafter
adopted by the SEC.


 


SEC: The
Securities and Exchange Commission.


 

















 


Securities: The Notes,
the Exchange Notes and the Private Exchange Notes.


 


Securities Act: The
Securities Act of 1933, as amended, and the rules and regulations of the
SEC promulgated thereunder.


 


Shelf Notice: See
Section 2(j).


 


Shelf Registration: See
Section 3(b).


 


Subsequent Shelf
Registration: See Section 3(b).


 


TIA: The Trust
Indenture Act of 1939, as amended.


 


Trustee: The trustee
under the Indenture and, if existent, the trustee under any indenture governing
the Exchange Notes and Private Exchange Notes (if any).


 


Underwritten Registration or
Underwritten Offering: A registration in which securities of the
Company are sold to an underwriter for reoffering to the public.


 


2.                                       Exchange Offer


 


(a)                                  Unless the
Exchange Offer would not be permitted by applicable laws or a policy of the
SEC, the Company shall (and shall cause each Guarantor to) use commercially
reasonable efforts (i) to prepare and file with the SEC promptly after the
date hereof, but in no event later than the Filing Date, a registration
statement (the “Exchange Registration Statement”) on an appropriate form
under the Securities Act with respect to an offer (the “Exchange Offer”)
to the Holders of Notes to issue and deliver to such Holders, in exchange for
the Notes, a like principal amount of Exchange Notes, (ii) to cause the
Exchange Registration Statement to become effective as promptly as practicable
after the filing thereof, but in no event later than the Effectiveness Date; provided,
however, that without the consent of the Initial Purchaser, the Exchange
Offer shall not be consummated prior to the six-month anniversary of the
Closing Date, (iii) to keep the Exchange Registration Statement effective
until the consummation of the Exchange Offer in accordance with its terms, and
(iv) to commence the Exchange Offer and use its best efforts to issue on
or prior to 30 days after the date on which the Exchange Registration Statement
is declared effective, Exchange Notes in exchange for all Notes tendered prior
thereto in the Exchange Offer. The Exchange Offer shall not be subject to any
conditions, other than that the Exchange Offer does not violate applicable law
or any applicable interpretation of the staff of the SEC.


 


(b)                                 The Exchange
Notes shall be issued under, and entitled to the benefits of, (i) the
Indenture or a trust indenture that is identical to the Indenture (other than
such changes as are necessary to comply with any requirements of the SEC to
effect or maintain the qualifications thereof under the TIA) and (ii) the
Collateral Agreements.


 


(c)                                  Interest on the
Exchange Notes and Private Exchange Notes will accrue from the last interest
payment due date on which interest was paid on the Notes surrendered in
exchange therefor or, if no interest has been paid on the Notes, from the date
of original issue of the Notes. Each Exchange Note and Private Exchange Note
shall bear interest at the rate set forth thereon; provided, that interest with respect to the period prior to
the


 

















 


issuance thereof shall accrue at the rate or rates
borne by the Notes from time to time during such period.


 


(d)                                 The Company may
require each Holder as a condition to participation in the Exchange Offer to
represent (i) that any Exchange Notes received by it will be acquired in
the ordinary course of its business, (ii) that at the time of the
commencement and consummation of the Exchange Offer such Holder has not entered
into any arrangement or understanding with any Person to participate in the
distribution (within the meaning of the Securities Act) of the Exchange Notes
in violation of the provisions of the Securities Act, (iii) that if such
Holder is an “affiliate” of the either of the Company within the meaning of
Rule 405 of the Securities Act, it will comply with the registration and
prospectus delivery requirements of the Securities Act to the extent applicable
to it, (iv) if such Holder is not a broker-dealer, that it is not engaged
in, and does not intend to engage in, the distribution of the Notes and
(v) if such Holder is a Participating Broker-Dealer, that it will deliver
a Prospectus in connection with any resale of the Exchange Notes.


 


(e)                                  The Company
shall (and shall cause each Guarantor to) include within the Prospectus
contained in the Exchange Registration Statement a section entitled “Plan of
Distribution” reasonably acceptable to the Initial Purchaser which shall
contain a summary statement of the positions taken or policies made by the
staff of the SEC with respect to the potential “underwriter” status of any
broker-dealer that is the beneficial owner (as defined in Rule 13d-3 under
the Exchange Act) of Exchange Notes received by such broker-dealer in the
Exchange Offer for its own account in exchange for Notes that were acquired by
it as a result of market-making or other trading activity (a “Participating
Broker-Dealer”), whether such positions or policies have been publicly
disseminated by the staff of the SEC or such positions or policies, in the
judgment of the Initial Purchaser, represent the prevailing views of the staff
of the SEC. Such “Plan of Distribution” section shall also allow, to the extent
permitted by applicable policies and regulations of the SEC, the use of the
Prospectus by all Persons subject to the prospectus delivery requirements of
the Securities Act, including, to the extent so permitted, all Participating
Broker-Dealers, and include a statement describing the manner in which
Participating Broker-Dealers may resell the Exchange Notes. The Company shall
use its best efforts to keep the Exchange Registration Statement effective and
to amend and supplement the Prospectus contained therein, in order to permit
such Prospectus to be lawfully delivered by all Persons subject to the
prospectus delivery requirements of the Securities Act for such period of time
as such Persons must comply with such requirements in order to resell the
Exchange Notes (the “Applicable Period”).


 


(f)                                    If, upon
consummation of the Exchange Offer, the Initial Purchaser holds any Notes
acquired by it and having the status of an unsold allotment in the initial
distribution, the Company (upon the written request from the Initial Purchaser)
shall, simultaneously with the delivery of the Exchange Notes in the Exchange
Offer, issue and deliver to the Initial Purchaser, in exchange (the “Private
Exchange”) for the Notes held by the Initial Purchaser, a like principal
amount of Senior Secured Notes that are identical to the Exchange Notes except
for the existence of restrictions on transfer thereof under the Securities Act
and securities laws of the several states of the United States (the “Private
Exchange Notes”) (and which are issued pursuant to the same indenture as
the Exchange Notes). The Private Exchange Notes shall bear the same CUSIP
number as the Exchange Notes.


 

















 


(g)                                 In connection
with the Exchange Offer, the Company shall (and shall cause each Guarantor to):


 


(i)                                     mail to each
Holder a copy of the Prospectus forming part of the Exchange Registration
Statement, together with an appropriate letter of transmittal that is an
exhibit to the Exchange Offer Registration Statement, and any related
documents;


 


(ii)                                  keep the
Exchange Offer open for not less than 30 days after the date notice thereof is
mailed to the Holders (or longer if required by applicable law)


 


(iii)                               utilize the
services of a depository for the Exchange Offer with an address in the Borough
of Manhattan, the City of New York, which may be the Trustee or an affiliate
thereof;


 


(iv)                              permit Holders
to withdraw tendered Registrable Notes at any time prior to the close of business,
New York time, on the last Business Day on which the Exchange Offer shall
remain open; and


 


(v)                                 otherwise
comply in all material respects with all applicable laws.


 


(h)                                 As soon as
practicable after the close of the Exchange Offer or the Private Exchange, as the
case may be, the Company shall (and shall cause each Guarantor to):


 


(i)                                     accept for
exchange all Registrable Notes validly tendered pursuant to the Exchange Offer
or the Private Exchange, as the case may be, and not validly withdrawn;


 


(ii)                                  deliver to the
Trustee for cancellation all Registrable Notes so accepted for exchange; and


 


(iii)                               cause the
Trustee to authenticate and deliver promptly to each Holder tendering such
Registrable Notes, Exchange Notes or Private Exchange Notes, as the case may
be, equal in principal amount to the Notes of such Holder so accepted for
exchange.


 


(i)                                     The Exchange
Notes and the Private Exchange Notes may be issued under (i) the Indenture
or (ii) an indenture identical to the Indenture (other than such changes
as are necessary to comply with any requirements of the SEC to effect or
maintain the qualification thereof under the TIA), which in either event will
provide that the Exchange Notes will not be subject to the transfer
restrictions set forth in the Indenture, that the Private Exchange Notes will
be subject to the transfer restrictions set forth in the Indenture, and that
the Exchange Notes, the Private Exchange Notes and the Notes, if any, will be
deemed one class of security (subject to the provisions of the Indenture) and
entitled to participate in all the security granted by the Company pursuant to
the Collateral Agreements and in any Subsidiary Guarantee (as such terms are
defined in the Indenture) on an equal and ratable basis.


 


(j)                                     If:
(i) prior to the consummation of the Exchange Offer, the Holders of a
majority in aggregate principal amount of Registrable Notes determines in its
or their reasonable


 

















 


judgment that (A) the Exchange Notes would not,
upon receipt, be tradeable by the Holders thereof without restriction under the
Securities Act and the Exchange Act and without material restrictions under
applicable Blue Sky or state securities laws, or (B) the interests of the
Holders under this Agreement, taken as a whole, would be materially adversely
affected by the consummation of the Exchange Offer; (ii) applicable
interpretations of the staff of the SEC would not permit the consummation of
the Exchange Offer prior to the Effectiveness Date; (iii) subsequent to
the consummation of the Private Exchange, any Holder of Private Exchange Notes
so requests; (iv) the Exchange Offer is not consummated within 360 days of
the Closing Date for any reason; or (v) in the case of (A) any Holder
not permitted by applicable law or SEC policy to participate in the Exchange
Offer, (B) any Holder participating in the Exchange Offer that receives
Exchange Notes that may not be sold without restriction under state and federal
securities laws (other than due solely to the status of such Holder as an
affiliate of the Company within the meaning of the Securities Act) or
(C) any broker-dealer that holds Notes acquired directly from the Company
or any of its affiliates and, in each such case contemplated by this clause
(v), such Holder notifies the Company within six months of consummation of the
Exchange Offer, then the Company shall promptly (and in any event within five
Business Days) deliver to the Holders (or in the case of an occurrence of any
event described in clause (v) of this Section 2(i), to any such
Holder) and the Trustee notice thereof (the “Shelf Notice”) and shall as
promptly as possible thereafter file an Initial Shelf Registration pursuant to
Section 3.


 


3.                                       Shelf Registration


 


If a Shelf Notice is delivered pursuant to
Section 2(j), then this Section 3 shall apply to all Registrable
Notes. Otherwise, upon consummation of the Exchange Offer in accordance with
Section 2, the provisions of Section 3 shall apply solely with
respect to (i) Notes held by any Holder thereof not permitted to
participate in the Exchange Offer, (ii) Notes held by any broker-dealer
that acquired such Notes directly from the Company or any of its affiliates and
(iii) Exchange Notes that are not freely tradeable as contemplated by
Section 2(j)(v) hereof, provided in each case that the relevant Holder
has duly notified the Company within six months of the Exchange Offer as
required by Section 2(j)(v).


 


(a)                                  Initial Shelf
Registration. The Company shall (and shall cause each Guarantor
to) use its commercially reasonable efforts to, as promptly as practicable,
file with the SEC a Registration Statement for an offering to be made on a
continuous basis pursuant to Rule 415 covering all of the Registrable
Notes (the “Initial Shelf Registration”). If the Company (and any
Guarantor) has not yet filed an Exchange Registration Statement, the Company
shall (and shall cause each Guarantor to) file with the SEC the Initial Shelf
Registration on or prior to the Filing Date and shall use its commercially
reasonable efforts to cause such Initial Shelf Registration to be declared
effective under the Securities Act on or prior to the Effectiveness Date.
Otherwise, the Company shall (and shall cause each Guarantor to) use its best
efforts to file with the SEC the Initial Shelf Registration within 30 days of
the delivery of the Shelf Notice and shall use its best efforts to cause such
Shelf Registration to be declared effective under the Securities Act as
promptly as practicable thereafter (but in no event more than 90 days after
delivery of the Shelf Notice). The Initial Shelf Registration shall be on
Form S-1 or another appropriate form permitting registration of such
Registrable Notes for resale by Holders in the manner or manners reasonably
designated by them (including, without limitation, one or more underwritten
offerings). The Company and Guarantors shall not permit any securities other
than the Registrable Notes to be included in any Shelf Registration. The
Company shall (and shall cause each Guarantor to) use its best efforts to keep
the Initial


 

















 


Shelf Registration continuously effective under the
Securities Act until the date which is two years from the Closing Date (subject
to extension pursuant to the last paragraph of Section 6(w) (the “Effectiveness
Period”), or such shorter period ending when (i) all Registrable Notes
covered by the Initial Shelf Registration have been sold in the manner set
forth and as contemplated in the Initial Shelf Registration (ii) a
Subsequent Shelf Registration covering all of the Registrable Notes covered by
and not sold under the Initial Shelf Registration or an earlier Subsequent
Shelf Registration has been declared effective under the Securities Act or
(iii) there cease to be any outstanding Registrable Notes.


 


(b)                                 Subsequent
Shelf Registrations. If the Initial Shelf Registration or any
Subsequent Shelf Registration (as defined below) ceases to be effective for any
reason at any time during the Effectiveness Period (other than because of the
sale of all of the securities registered thereunder), the Company shall (and
shall cause each Guarantor to) use its best efforts to obtain the prompt
withdrawal of any order suspending the effectiveness thereof, and in any event
shall within 30 days of such cessation of effectiveness amend such Shelf
Registration in a manner to obtain the withdrawal of the order suspending the
effectiveness thereof, or file (and cause each Guarantor to file) an additional
“shelf” Registration Statement pursuant to Rule 415 covering all of the
Registrable Notes (a “Subsequent Shelf Registration”). If a Subsequent Shelf
Registration is filed, the Company shall (and shall cause each Guarantor to)
use its commercially reasonable efforts to cause the Subsequent Shelf
Registration to be declared effective as soon as practicable after such filing
and to keep such Subsequent Shelf Registration continuously effective for a
period equal to the number of days in the Effectiveness Period less the
aggregate number of days during which the Initial Shelf Registration or any
Subsequent Shelf Registration was previously continuously effective. As used
herein the term “Shelf Registration” means the Initial Shelf
Registration and any Subsequent Shelf Registrations


 


(c)                                  Supplements and
Amendments. The Company shall promptly supplement and amend
any Shelf Registration if required by the rules, regulations or instructions
applicable to the registration form used for such Shelf Registration, if
required by the Securities Act, or if reasonably requested in writing by the
Holders of a majority in aggregate principal amount of the Registrable Notes
covered by such Shelf Registration or by any underwriter of such Registrable
Notes.


 


(d)                                 Provision of
Information. No Holder of Registrable Notes shall be entitled
to include any of its Registrable Notes in any Shelf Registration pursuant to
this Agreement unless such Holder furnishes to the Company and the Trustee in
writing, within 20 days after receipt of a written request therefor, such
information as the Company and the Trustee after conferring with counsel with
regard to information relating to Holders that would be required by the SEC to
be included in such Shelf Registration or Prospectus included therein, may
reasonably request for inclusion in any Shelf Registration or Prospectus
included therein, and no such Holder shall be entitled to Additional Interest
pursuant to Section 4 hereof unless and until such Holder shall have
provided such information.


 


4.                                       Additional Interest


 


(a)                                  The Company and
each Guarantor acknowledges and agrees that the Holders of Registrable Notes
will suffer damages if the Company or any Guarantor fails to fulfill its
material obligations under Section 2 or Section 3 hereof and that it
would not be feasible to ascertain the extent of such damages with precision.
Accordingly, the Company and


 

















 


the Guarantors agree to pay additional cash interest
on the Notes (“Additional Interest”) under the circumstances and to the
extent set forth below (each of which shall be given independent effect):


 


(i)                                     if neither the
Exchange Registration Statement nor the Initial Shelf Registration has been
filed on or prior to the Filing Date, Additional Interest shall accrue on the
Notes over and above any stated interest at a rate of 0.25% per annum of the
principal amount of such Notes for the first 90 days immediately following the
Filing Date, such Additional Interest rate increasing by an additional 0.25%
per annum at the beginning of each subsequent 90-day period;


 


(ii)                                  if neither the
Exchange Registration Statement nor the Initial Shelf Registration is declared
effective on or prior to the Effectiveness Date, Additional Interest shall
accrue on the Notes over and above any stated interest at a rate of 0.25% per
annum of the principal amount of such Notes for the first 90 days immediately
following the Effectiveness Date, such Additional Interest rate increasing by
an additional 0.25% per annum at the beginning of each subsequent 90-day
period;


 


(iii)                               if (A) the
Company (and any Guarantor) has not exchanged Exchange Notes for all Notes
validly tendered in accordance with the terms of the Exchange Offer on or prior
to the 30 Business Days after the Effectiveness Date, (B) the Exchange
Registration Statement ceases to be effective at any time prior to the time
that the Exchange Offer is consummated, (C) if applicable, a Shelf Registration
has been declared effective and such Shelf Registration ceases to be effective
at any time prior to the second anniversary of its effective date (other than
such time as all Notes have been disposed of thereunder) and is not declared
effective again within 30 days, or (D) pending the announcement of a
material corporate transaction or development, the Company issues a written
notice pursuant to Section 6(e)(v) or (vi) that a Shelf
Registration Statement or Exchange Registration Statement is unusable and the
aggregate number of days in any 365-day period for which all such notices
issued or required to be issued, have been, or were required to be, in effect
exceeds 120 days in the aggregate or 30 days consecutively, in the case of a
Shelf Registration statement, or 15 days in the aggregate in the case of an
Exchange Registration Statement, then Additional Interest shall accrue on the
Notes, over and above any stated interest, at a rate of 0.25% per annum of the
principal amount of such Notes commencing on (w) the 31st Business Day
after the Effectiveness Date, in the case of (A) above, or (x) the
date the Exchange Registration Statement ceases to be effective without being
declared effective again within 30 days, in the case of clause (B) above,
or (y) the day such Shelf Registration ceases to be effective in the case
of (C) above, or (z) the day the Exchange Registration Statement or
Shelf Registration ceases to be usable in case of clause (D) above, such
Additional Interest rate increasing by an additional 0.25% per annum at the
beginning of each such subsequent 90-day period;


 


provided, however, that the
maximum Additional Interest rate on the Notes may not exceed at any one time in
the aggregate 1.00% per annum; and provided
further, that (1) upon the filing of the Exchange Registration
Statement or Initial Shelf Registration (in the case of (i) above),
(2) upon the effectiveness of the Exchange Registration Statement or
Initial Shelf Registration (in the case of (ii) above), or (3) upon
the exchange of


 

















 


Exchange Notes for all Notes tendered (in the case
of (iii)(A) above), or upon the effectiveness of the Exchange Registration
Statement that had ceased to remain effective (in the case of clause
(iii)(B) above), or upon the effectiveness of a Shelf Registration which
had ceased to remain effective (in the case of (iii)(C) above), Additional
Interest on the Notes as a result of such clause (or the relevant subclause
thereof) or upon the effectiveness of such Registration Statement or Exchange
Registration Statement (in the case of clause (iii)(D) above), as the case
may be, shall cease to accrue.


 


(b)                                 The Company
shall notify the Trustee within 5 Business Days after each and every date on
which an event occurs in respect of which Additional Interest is required to be
paid (an “Event Date”).  Any amounts of Additional Interest due
pursuant to clause (a)(i), (a)(ii) or (a)(iii) of this Section 4
will be payable in cash, on the
dates and in the manner provided in the Indenture and whether or not any cash
interest would then be payable on such date, commencing with the first such
semi-annual date occurring after any such Additional Interest commences to
accrue. The amount of Additional Interest will be determined by multiplying the
applicable Additional Interest rate by the principal amount of the Notes,
multiplied by a fraction, the numerator of which is the number of days such
Additional Interest rate was applicable during such period (determined on the
basis of a 360-day year comprised of twelve 30-day months and, in the case of a
partial month, the actual number of days elapsed), and the denominator of which
is 360.


 


5.                                       [Reserved].


 


6.                                       Registration Procedures


 


In connection with the filing of any Registration
Statement pursuant to Sections 2 or 3 hereof, the Company shall (and shall
cause each Guarantor to) effect such registrations to permit the sale of such
securities covered thereby in accordance with the intended method or methods of
disposition thereof, and pursuant thereto and in connection with any
Registration Statement filed by the Company hereunder, the Company shall (and
shall cause each Guarantor to) use its commercially reasonable efforts to:


 


(a)                                  Prepare and
file with the SEC as soon as practicable after the date hereof but in any event
on or prior to the Filing Date, the Exchange Registration Statement or if the
Exchange Registration Statement is not filed because of the circumstances
contemplated by Section 2(j), a Shelf Registration as prescribed by
Section 3, and use its commercially reasonable efforts to cause each such
Registration Statement to become effective and remain effective as provided
herein; provided that, if
(1) a Shelf Registration is filed pursuant to Section 3 or (2) a
Prospectus contained in an Exchange Registration Statement filed pursuant to
Section 2 is required to be delivered under the Securities Act by any
Participating Broker-Dealer who seeks to sell Exchange Notes during the
Applicable Period relating thereto, before filing any Registration Statement or
Prospectus or any amendments or supplements thereto the Company shall (and
shall cause each Guarantor to), if requested, furnish to and afford the Holders
of the Registrable Notes to be registered pursuant to such Shelf Registration
Statement, each Participating Broker-Dealer, the managing underwriters, if any,
and each of their respective counsel, a reasonable opportunity to review copies
of all such documents (including copies of any documents to be incorporated by
reference therein and all exhibits thereto) proposed to be filed (in each case
at least 5 Business Days prior to such filing). The Company and each Guarantor
shall not file any such Registration Statement or Prospectus or any amendments
or supplements thereto in respect of which the Holders must provide information
for the inclusion therein without the Holders being afforded an opportunity to


 














 


review such documentation if the holders of a
majority in aggregate principal amount of the Registrable Notes covered by such
Registration Statement, or any such Participating Broker-Dealer, as the case
may be, the managing underwriters, if any, or any of their respective counsel
shall reasonably object in writing on a timely basis. A Holder shall be deemed
to have reasonably objected to such filing if such Registration Statement,
amendment, Prospectus or supplement, as applicable, as proposed to be filed,
contains an untrue statement of a material fact or omits to state any material
fact necessary to make the statements therein not misleading or fails to comply
with the applicable requirements of the Securities Act.


 


(b)                                 Provide an
indenture trustee for the Registrable Notes, the Exchange Notes or the Private
Exchange Notes, as the case may be, and cause the Indenture (or other indenture
relating to the Registrable Notes) to be qualified under the TIA not later than
the effective date of the first Registration Statement; and in connection
therewith, to effect such changes to such indenture as may be required for such
indenture to be so qualified in accordance with the terms of the TIA; and
execute, and use its best efforts to cause such trustee to execute, all
documents as may be required to effect such changes, and all other forms and
documents required to be filed with the SEC to enable such indenture to be so
qualified in a timely manner.


 


(c)                                  Prepare and
file with the SEC such pre-effective amendments and post-effective amendments
to each Shelf Registration or Exchange Registration Statement, as the case may
be, as may be necessary to keep such Registration Statement continuously
effective for the Effectiveness Period or the Applicable Period, as the case may
be; cause the related Prospectus to be supplemented by any Prospectus
supplement required by applicable law, and as so supplemented to be filed
pursuant to Rule 424 (or any similar provisions then in force) promulgated
under the Securities Act; and comply with the provisions of the Securities Act
and the Exchange Act applicable to them with respect to the disposition of all
securities covered by such Registration Statement as so amended or in such
Prospectus as so supplemented and with respect to the subsequent resale of any
securities being sold by a Participating Broker-Dealer covered by any such
Prospectus. The Company and each Guarantor shall not, during the Applicable
Period, voluntarily take any action that would result in selling Holders of the
Registrable Notes covered by a Registration Statement or Participating
Broker-Dealers seeking to sell Exchange Notes not being able to sell such
Registrable Notes or such Exchange Notes during that period, unless such action
is required by applicable law, rule or regulation or permitted by this
Agreement.


 


(d)                                 Furnish to such
selling Holders and Participating Broker-Dealers who so request in writing
(i) upon the Company’s receipt, a copy of the order of the SEC declaring
such Registration Statement and any post effective amendment thereto effective,
(ii) such reasonable number of copies of such Registration Statement and
of each amendment and supplement thereto (in each case including any documents
incorporated therein by reference and all exhibits), (iii) such reasonable
number of copies of the Prospectus included in such Registration Statement
(including each preliminary Prospectus) and each amendment and supplement
thereto, and such reasonable number of copies of the final Prospectus as filed
by the Company and each Guarantor pursuant to Rule 424(b) under the
Securities Act, in conformity with the requirements of the Securities Act and
each amendment and supplement thereto, and (iv) such other documents
(including any amendments required to be filed pursuant to clause (c) of
this Section), as any such Person may reasonably request in writing. The
Company and the Guarantors hereby


 

















 


consent to the use of the Prospectus by each of the
selling Holders of Registrable Notes or each such Participating Broker-Dealer,
as the case may be, and the underwriters or agents, if any, and dealers, if
any, in connection with the offering and sale of the Registrable Notes covered
by, or the sale by Participating Broker-Dealers of the Exchange Notes pursuant
to, such Prospectus and any amendment or supplement thereto.


 


(e)                                  If (1) a
Shelf Registration is filed pursuant to Section 3, or (2) a
Prospectus contained in an Exchange Registration Statement filed pursuant to
Section 2 is required to be delivered under the Securities Act by any
Participating Broker-Dealer who seeks to sell Exchange Notes during the
Applicable Period relating thereto, the Company shall notify in writing the
selling Holders of Registrable Notes, or each such Participating Broker-Dealer,
as the case may be, the managing underwriters, if any, and each of their
respective counsel promptly (but in any event within 3 Business Days)
(i) when a Prospectus or any Prospectus supplement or post-effective
amendment has been filed, and, with respect to a Registration Statement or any
post-effective amendment, when the same has become effective (including in such
notice a written statement that any Holder may, upon request, obtain, without
charge, one conformed copy of such Registration Statement or post-effective
amendment including financial statements and schedules, documents incorporated
or deemed to be incorporated by reference and exhibits), (ii) of the
issuance by the SEC of any stop order suspending the effectiveness of a
Registration Statement or of any order preventing or suspending the use of any
Prospectus or the initiation of any proceedings for that purpose, (iii) if
at any time when a Prospectus is required by the Securities Act to be delivered
in connection with sales of the Registrable Notes the representations and
warranties of the Company and any Guarantor contained in any agreement
(including any underwriting agreement) contemplated by
Section 6(n) hereof cease to be true and correct, (iv) of the
receipt by the Company or any Guarantor of any notification with respect to the
suspension of the qualification or exemption from qualification of a
Registration Statement or any of the Registrable Notes or the Exchange Notes to
be sold by any Participating Broker-Dealer for offer or sale in any
jurisdiction, or the initiation or threatening of any proceeding for such
purpose, (v) of the happening of any event, the existence of any condition
of any information becoming known that makes any statement made in such
Registration Statement or related Prospectus or any document incorporated or
deemed to be incorporated therein by reference untrue in any material respect
or that requires the making of any changes in, or amendments or supplements to,
such Registration Statement, Prospectus or documents so that, in the case of
the Registration Statement and the Prospectus, it will not contain any untrue
statement of a material fact or omit to state any material fact required to be
stated therein or necessary to make the statements therein, in light of the
circumstances under which they were made, not misleading, (vi) of any
reasonable determination by the Company or any Guarantor that a post-effective
amendment to a Registration Statement would be appropriate and (vii) of
any request by the SEC for amendments to the Registration Statement or
supplements to the Prospectus or for additional information relating thereto.


 


(f)                                    Prevent the
issuance of any order suspending the effectiveness of a Registration Statement
or of any order preventing or suspending the use of a Prospectus or suspending
the qualification (or exemption from qualification) of any of the Registrable
Notes or the Exchange Notes to be sold by any Participating Broker-Dealer, for
sale in any jurisdiction, and, if any such order is issued, to use its
commercially reasonable efforts to obtain the withdrawal of any such order at
the earliest possible date.


 

















 


(g)                                 If (A) a
Shelf Registration is filed pursuant to Section 3, (B) a Prospectus
contained in an Exchange Registration Statement filed pursuant to
Section 2 is required to be delivered under the Securities Act by any
Participating Broker-Dealer who seeks to sell Exchange Notes during the
Applicable Period or (C) reasonably requested in writing by the managing
underwriters, if any, or the Holders of a majority in aggregate principal
amount of the Registrable Notes being sold in connection with an underwritten
offering, (i) promptly incorporate in a Prospectus supplement or
post-effective amendment such information or revisions to information therein
relating to such underwriters or selling Holders as the managing underwriters,
if any, or such Holders or any of their respective counsel reasonably request
in writing to be included or made therein and (ii) make all required
filings of such Prospectus supplement or such post-effective amendment as soon
as practicable after the Company has received notification of the matters to be
incorporated in such Prospectus supplements or post-effective amendment.


 


(h)                                 Prior to any
public offering of Registrable Notes or any delivery of a Prospectus contained
in the Exchange Registration Statement by any Participating Broker-Dealer who
seeks to sell Exchange Notes during the Applicable Period, use its commercially
reasonable efforts to register or qualify, and to cooperate with the selling
Holders of Registrable Notes or each such Participating Broker-Dealer, as the
case may be, the underwriters, if any, and their respective counsel in
connection with the registration or qualification (or exemption from such
registration or qualification) of such Registrable Notes or Exchange Notes, as
the case may be, for offer and sale under the securities or Blue Sky laws of
such jurisdictions within the United States as any selling Holder,
Participating Broker-Dealer or any managing underwriter or underwriters, if
any, reasonably request in writing; provided,
that where Exchange Notes held by Participating Broker-Dealers or Registrable
Notes are offered other than through an underwritten offering, the Company and
each Guarantor agree to cause its counsel to perform Blue Sky investigations
and file any registrations and qualifications required to be filed pursuant to
this Section 6 (h), keep each such registration or qualification (or
exemption therefrom) effective during the period such Registration Statement is
required to be kept effective and do any and all other acts or things
reasonably necessary or advisable to enable the disposition in such
jurisdictions of the Exchange Notes held by Participating Broker-Dealers or the
Registrable Notes covered by the applicable Registration Statement; provided that neither the Company nor any
Guarantor shall be required to (A) qualify generally to do business in any
jurisdiction where it is not then so qualified, (B) take any action that
would subject it to general service of process in any such jurisdiction where
it is not then so subject or (C) subject itself to taxation in any such
jurisdiction where it is not then so subject.


 


(i)                                     If (A) a
Shelf Registration is filed pursuant to Section 3 or (B) a Prospectus
contained in an Exchange Registration Statement filed pursuant to
Section 2 is requested to be delivered under the Securities Act by any
Participating Broker-Dealer who seeks to sell Exchange Notes during the
Applicable Period, cooperate with the selling Holders of Registrable Notes and
the managing underwriter or underwriters, if any, to facilitate the timely
preparation and delivery of certificates representing Registrable Notes to be
sold, which certificates shall not bear any restrictive legends and shall be in
a form eligible for deposit with The Depository Trust Company, and enable such
Registrable Notes to be in such denominations and registered in such names as
the managing underwriter or underwriters, if any, or Holders may reasonably
request.


 

















 


(j)                                     Cause the
Registrable Notes covered by any Registration Statement to be registered with
or approved by such governmental agencies or authorities as may be necessary to
enable the seller or sellers thereof or the underwriter, if any, to consummate
the disposition of such Registrable Notes, except as may be required solely as
a consequence of the nature of such selling Holder’s business, in which case
the Company shall (and shall cause each Guarantor to) cooperate in all
reasonable respects with the filing of such Registration Statement and the
granting of such approvals; provided that neither the Company nor any
existing Guarantor shall be required to (A) qualify generally to do
business in any jurisdiction where it is not then so qualified, (B) take
any action that would subject it to general service of process in any
jurisdiction where it is not then so subject or (C) subject itself to
taxation in any such jurisdiction where it is not then so subject.


 


(k)                                  If (1) a
Shelf Registration is filed pursuant to Section 3, or (2) a
Prospectus contained in an Exchange Registration Statement filed pursuant to
Section 2 is required to be delivered under the Securities Act by any
Participating Broker-Dealer who seeks to sell Exchange Notes during the Applicable
Period, upon the occurrence of any event contemplated by paragraph
6(e)(v) or 6(e)(vi) hereof, as promptly as practicable, prepare and
file with the SEC, at the expense of the Company and the Guarantors, a
supplement or post-effective amendment to the Registration Statement or a
supplement to the related Prospectus or any document incorporated or deemed to
be incorporated therein by reference, or file any other required document so
that, as thereafter delivered to the purchasers of the Registrable Notes being
sold thereunder or to the purchasers of the Exchange Notes to whom such
Prospectus will be delivered by a Participating Broker-Dealer, such Prospectus
will not contain an untrue statement of a material fact or omit to state a
material fact required to be stated therein or necessary to make the statements
therein, in light of the circumstances under which they were made, not
misleading, and, if SEC review is required, use its commercially reasonable
efforts to cause such post-effective amendment to be declared effective as soon
as possible.


 


(l)                                     Cause the
Registrable Notes covered by a Registration Statement to be rated with such
appropriate rating agencies, if so requested in writing by the Holders of a
majority in aggregate principal amount of the Registrable Notes covered by such
Registration Statement or the managing underwriter or underwriters, if any.


 


(m)                               Prior to the
initial issuance of the Exchange Notes, (i) provide the Trustee with one
or more certificates for the Registrable Notes in a form eligible for deposit
with The Depository Trust Company and (ii) provide a CUSIP number for the
Exchange Notes.


 


(n)                                 If a Shelf
Registration is filed pursuant to Section 3, enter into such agreements
(including an underwriting agreement in form, scope and substance as is
customary in underwritten offerings of debt securities similar to the Notes, as
may be appropriate in the circumstances) and take all such other actions in
connection therewith (including those reasonably requested in writing by the
managing underwriters, if any, or the Holders of a majority in aggregate
principal amount of the Registrable Notes being sold) in order to expedite or
facilitate the registration or the disposition of such Registrable Notes, and
in such connection, whether or not an underwriting agreement is entered into
and whether or not the registration is an Underwritten Registration,
(i) make such representations and warranties to the Holders and the
underwriters, if any, with respect to the business of the Company and its
subsidiaries as then conducted, and the Registration Statement, Prospectus and
documents, if any, incorporated or deemed to be incorporated by reference
therein, in each case, in form, substance and scope as are customarily made by


 

















 


issuers to underwriters in underwritten offerings of
debt securities similar to the Notes, as may be appropriate in the
circumstances, and confirm the same if and when reasonably required;
(ii) obtain an opinion of counsel to the Company and the Guarantors and
updates thereof (which counsel and opinions (in form, scope and substance)
shall be reasonably satisfactory to the managing underwriters, if any, and the
Holders of a majority in aggregate principal amount of the Registrable Notes
being sold), addressed to each selling Holder and each of the underwriters, if
any, covering the matters customarily covered in opinions of counsel to the
Company and the Guarantors requested in underwritten offerings of debt
securities similar to the Notes, as may be appropriate in the circumstances;
(iii) obtain “cold comfort” letters and updates thereof (which letters and
updates (in form, scope and substance) shall be reasonably satisfactory to the
managing underwriters) from the independent certified public accountants of the
Company and the Guarantors (and, if necessary, any other independent certified
public accountants of any subsidiary of the Company or of any business acquired
by the Company for which financial statements and financial data are, or are
required to be, included in the Registration Statement), addressed to each of
the underwriters, such letters to be in customary form and covering matters of
the type customarily covered in “cold comfort” letters in connection with
underwritten offerings of debt securities similar to the Notes, as may be appropriate
in the circumstances, and such other matters as reasonably requested in writing
by the underwriters; and (iv) deliver such documents and certificates as
may be reasonably requested in writing by the Holders of a majority in
aggregate principal amount of the Registrable Notes being sold and the managing
underwriters, if any, to evidence the continued validity of the representations
and warranties of the Company and its subsidiaries made pursuant to clause
(i) above and to evidence compliance with any conditions contained in the
underwriting agreement or other similar agreement entered into by the Company
or any Guarantor.


 


(o)                                 If (1) a
Shelf Registration is filed pursuant to Section 3, or (2) a
Prospectus contained in an Exchange Registration Statement filed pursuant to
Section 2 is required to be delivered under the Securities Act by any
Participating Broker-Dealer who seeks to sell Exchange Notes during the
Applicable Period, make available for inspection by any selling Holder of such
Registrable Notes being sold, or each such Participating Broker-Dealer, as the
case may be, any underwriter participating in any such disposition of
Registrable Notes, if any, and any attorney, accountant or other agent retained
by any such selling Holder or each such Participating Broker-Dealer, as the
case may be, or underwriter (collectively, the “Inspectors”),  at
the offices where normally kept, during reasonable business hours, all
financial and other records and pertinent corporate documents of the Company
and its subsidiaries (collectively, the “Records”) as shall be
reasonably necessary to enable them to exercise any applicable due diligence
responsibilities, and cause the officers, directors and employees of the
Company and its subsidiaries to supply all information reasonably requested in
writing by any such Inspector in connection with such Registration Statement.
Each Inspector shall agree in writing that it will keep the Records
confidential and not disclose any of the Records unless (i) the disclosure
of such Records is necessary to avoid or correct a misstatement or omission in
such Registration Statement, (ii) the release of such Records is ordered
pursuant to a subpoena or other order from a court of competent jurisdiction,
(iii) the information in such Records is public or has been made generally
available to the public other than as a result of a disclosure or failure to
safeguard by such Inspector or (iv) disclosure of such information is, in
the reasonable written opinion of counsel for any Inspector, necessary or
advisable in connection with any action, claim, suit or proceeding, directly or
indirectly, involving or potentially involving such Inspector and arising out
of,


 

















 


based upon, related to, or involving this Agreement,
or any transaction contemplated hereby or arising hereunder. Each selling
Holder of such Registrable Notes and each such Participating Broker-Dealer will
be required to agree that information obtained by it as a result of such
inspections shall be deemed confidential and shall not be used by it as the
basis for any market transactions in the securities of the Company unless and
until such is made generally available to the public. Each Inspector, each
selling Holder of such Registrable Notes and each such Participating Broker-Dealer
will be required to further agree that it will, upon learning that disclosure
of such Records is sought in a court of competent jurisdiction, give notice to
the Company and, to the extent practicable, use its best efforts to allow the
Company, at its expense, to undertake appropriate action to prevent disclosure
of the Records deemed confidential at its expense.


 


(p)                                 Comply with all
applicable rules and regulations of the SEC and make generally available
to the security holders of the Company with regard to any Applicable
Registration Statement earning statements satisfying the provisions of section
11(a) of the Securities Act and Rule 158 thereunder (or any similar
rule promulgated under the Securities Act) no later than 45 days after the
end of any 12-month period (or 90 days after the end of any 12-month period if
such period is a fiscal year) (i) commencing at the end of any fiscal
quarter in which Registrable Notes are sold to underwriters in a firm
commitment or best efforts underwritten offering and (ii) if not sold to
underwriters in such an offering, commencing on the first day of the first
fiscal quarter of the Company after the effective date of a Registration
Statement, which statements shall cover said 12-month periods.


 


(q)                                 Upon
consummation of an Exchange Offer or Private Exchange, obtain an opinion of
counsel to the Company and the Guarantors (in form, scope and substance
reasonably satisfactory to the Initial Purchaser), addressed to the Trustee for
the benefit of all Holders participating in the Exchange Offer or Private
Exchange, as the case may be, to the effect that (i) the Company and the
Guarantors have duly authorized, executed and delivered the Exchange Notes or
the Private Exchange Notes, as the case may be, and the Indenture, (ii) the
Exchange Notes or the Private Exchange Notes, as the case may be, and the
Indenture constitute legal, valid and binding obligations of the Company and
the Guarantors, enforceable against the Company and the Guarantors in
accordance with their respective terms, except as such enforcement may be
subject to customary United States and foreign exceptions and (iii) all
obligations of the Company and the Guarantors under the Exchange Notes or the
Private Exchange Notes, as the case may be, and the Indenture are secured by
Liens (as defined in the Indenture) on the assets securing the obligations of
the Company and the Guarantors under the Notes, Indenture and Collateral
Agreements to the extent and as discussed in the Registration Statement.


 


(r)                                    If the Exchange
Offer or a Private Exchange is to be consummated, upon delivery of the
Registrable Notes by the Holders to the Company and the Guarantors (or to such
other Person as directed by the Company and the Guarantors) in exchange for the
Exchange Notes or the Private Exchange Notes, as the case may be, the Company
and the Guarantors shall mark, or caused to be marked, on such Registrable
Notes that the Exchange Notes or the Private Exchange Notes, as the case may
be, are being issued as substitute evidence of the indebtedness originally
evidenced by the Registrable Notes; provided
that in no event shall such Registrable Notes be marked as paid or otherwise
satisfied.


 

















 


(s)                                  Cooperate with
each seller of Registrable Notes covered by any Registration Statement and each
underwriter, if any, participating in the disposition of such Registrable Notes
and their respective counsel in connection with any filings required to be made
with FINRA.


 


(t)                                    Use its
commercially reasonable efforts to cause all Securities covered by a
Registration Statement to be listed on each securities exchange, if any, on
which similar debt securities issued by the Company are then listed.


 


(u)                                 Use its
commercially reasonable efforts to take all other steps reasonably necessary to
effect the registration of the Registrable Notes covered by a Registration
Statement contemplated hereby.


 


(v)                                 The Company may
require each seller of Registrable Notes or Participating Broker-Dealer as to
which any registration is being effected to furnish to the Company such
information regarding such seller or Participating Broker-Dealer and the
distribution of such Registrable Notes as the Company may, from time to time,
reasonably request in writing. The Company may exclude from such registration
the Registrable Notes of any seller who fails to furnish such information
within a reasonable time (which time in no event shall exceed 45 days, subject
to Section 3(d)) hereof) after receiving such request. Each seller of
Registrable Notes or Participating Broker-Dealer as to which any registration
is being effected agrees to furnish promptly to the Company all information
required to be disclosed in order to make the information previously furnished
by such seller not materially misleading.


 


(w)                               Each Holder of
Registrable Notes and each Participating Broker-Dealer agrees by acquisition of
such Registrable Notes or Exchange Notes to be sold by such Participating
Broker-Dealer, as the case may be, that, upon receipt of any notice from the
Company of the happening of any event of the kind described in
Section 6(e)(ii), 6(e)(iv), 6(e)(v), or 6(e)(vi), such Holder will
forthwith discontinue disposition of such Registrable Notes covered by a
Registration Statement and such Participating Broker-Dealer will forthwith
discontinue disposition of such Exchange Notes pursuant to any Prospectus and,
in each case, forthwith discontinue dissemination of such Prospectus until such
Holder’s or Participating Broker-Dealer’s receipt of the copies of the
supplemented or amended Prospectus contemplated by Section 6(k), or until
it is advised in writing (the “Advice”) by the Company and the
Guarantors that the use of the applicable Prospectus may be resumed, and has
received copies of any amendments or supplements thereto and, if so directed by
the Company and the Guarantors, such Holder or Participating Broker-Dealer, as
the case may be, will deliver to the Company all copies, other than permanent
file copies, then in such Holder’s or Participating Broker-Dealer’s possession,
of the Prospectus covering such Registrable Notes current at the time of the
receipt of such notice. In the event the Company and the Guarantors shall give
any such notice, the Applicable Period shall be extended by the number of days
during such periods from and including the date of the giving of such notice to
and including the date when each Participating Broker-Dealer shall have
received (x) the copies of the supplemented or amended Prospectus
contemplated by Section 6(k) or (y) the Advice.


 


7.                                       Registration Expenses


 


(a)                                  All fees and
expenses incident to the performance of or compliance with this Agreement by
the Company and the Guarantors shall be borne by the Company and the
Guarantors,


 

















 


whether or not the Exchange
Offer or a Shelf Registration is filed or becomes effective, including, without
limitation, (i) all registration and filing fees, including, without
limitation, (A) fees with respect to filings required to be made with
FINRA in connection with any underwritten offering and (B) fees and
expenses of compliance with state securities or Blue Sky laws as provided in
Section 6(h) hereof (including, without limitation, reasonable fees
and disbursements of counsel in connection with Blue Sky qualifications of the
Registrable Notes or Exchange Notes and determination of the eligibility of the
Registrable Notes or Exchange Notes for investment under the laws of such
jurisdictions (x) where the Holders are located, in the case of the
Exchange Notes, or (y) as provided in Section 6(h), in the case of
Registrable Notes or Exchange Notes to be sold by a Participating Broker-Dealer
during the Applicable Period)), (ii) printing expenses, including, without
limitation, expenses of printing Prospectuses if the printing of Prospectuses
is requested by the managing underwriter or underwriters, if any, or by the
Holders of a majority in aggregate principal amount of the Registrable Notes
included in any Registration Statement or by any Participating Broker-Dealer
during the Applicable Period, as the case may be, (iii) messenger, telephone
and delivery expenses incurred in connection with the performance of their
obligations hereunder, (iv) fees and disbursements of counsel for the
Company, the Guarantors and, subject to 7(b), the Holders, (v) fees and
disbursements of all independent certified public accountants referred to in
Section 6 (including, without limitation, the expenses of any special
audit and “cold comfort” letters required by or incident to such performance),
(vi) rating agency fees and the fees and expenses incurred in connection
with the listing of the Securities to be registered on any securities exchange,
(vii) Securities Act liability insurance, if the Company and the
Guarantors desire such insurance, (viii) fees and expenses of all other
Persons retained by the Company and the Guarantors, (ix) fees and expenses
of any “qualified independent underwriter” or other independent appraiser
participating in an offering pursuant to Section 3 of Schedule E to the
By-laws of FINRA, but only where the need for such a “qualified independent
underwriter” arises due to a relationship with the Company and the Guarantors,
(x) internal expenses of the Company and the Guarantors (including,
without limitation, all salaries and expenses of officers and employees of the
Company or the Guarantors performing legal or accounting duties), (xi) the
expense of any annual audit, (xii) the fees and expenses of the Trustee
and the Exchange Agent and (xiii) the expenses relating to printing, word
processing and distributing all Registration Statements, underwriting
agreements, securities sales agreements, indentures and any other documents
necessary in order to comply with this Agreement.


 


(b)                                 The Company and
the Guarantors shall reimburse the Holders for the reasonable fees and disbursements
of not more than one counsel chosen by the Holders of a majority in aggregate
principal amount of the Registrable Notes to be included in any Registration
Statement. The Company and the Guarantors shall pay all documentary, stamp,
transfer or other transactional taxes attributable to the issuance or delivery
of the Exchange Notes or Private Exchange Notes in exchange for the Notes; provided that the Company shall not be
required to pay taxes payable in respect of any transfer involved in the
issuance or delivery of any Exchange Note or Private Exchange Note in a name
other than that of the Holder of the Note in respect of which such Exchange
Note or Private Exchange Note is being issued. The Company and the Guarantors
shall reimburse the Holders for fees and expenses (including reasonable fees
and expenses of counsel to the Holders) relating to any enforcement of any
rights of the Holders under this Agreement.


 

















 


8.                                       Indemnification


 


(a)                                  Indemnification
by the Company and the Guarantors. Each of the Company and
the Guarantors jointly and severally agree to indemnify and hold harmless each
Holder of Registrable Notes, Exchange Notes or Private Exchange Notes and each
Participating Broker-Dealer selling Exchange Notes during the Applicable
Period, each Person, if any, who controls each such Holder (within the meaning
of Section 15 of the Securities Act or Section 20(a) of the
Exchange Act) and the officers, directors and partners of each such Holder,
Participating Broker-Dealer and controlling person, to the fullest extent
lawful, from and against any and all losses, claims, damages, liabilities,
costs (including, without limitation, reasonable costs of preparation and
reasonable attorneys’ fees as provided in this Section 8) and expenses
(including, without limitation, reasonable costs and expenses incurred in
connection with investigating, preparing, pursuing or defending against any of
the foregoing) (collectively, “Losses”), as incurred, directly or
indirectly caused by, related to, based upon, arising out of or in connection
with any untrue or alleged untrue statement of a material fact contained in any
Registration Statement, Prospectus or form of prospectus, or in any amendment
or supplement thereto, or in any preliminary prospectus, or any omission or
alleged omission to state therein a material fact required to be stated therein
or necessary to make the statements therein, in light of the circumstances
under which they were made, not misleading, except insofar as such Losses are
solely based upon information relating to such Holder or Participating
Broker-Dealer and furnished in writing to the Company and the Guarantors by
such Holder or Participating Broker-Dealer or their counsel expressly for use
therein. The Company and the Guarantors also agree to indemnify underwriters,
selling brokers, dealer managers and similar securities industry professionals
participating in the distribution, their officers, directors, agents and
employees and each Person who controls such Persons (within the meaning of
Section 5 of the Securities Act or Section 20(a) of the Exchange
Act) to the same extent as provided above with respect to the indemnification
of the Holders or the Participating Broker-Dealer.


 


(b)                                 Indemnification
by Holder. In connection with any Registration Statement,
Prospectus or form of prospectus, any amendment or supplement thereto, or any
preliminary prospectus in which a Holder is participating, such Holder shall
furnish to the Company and the Guarantors in writing such information as the
Company and the Guarantors reasonably request for use in connection with any
Registration Statement, Prospectus or form of prospectus, any amendment or
supplement thereto, or any preliminary prospectus and shall indemnify and hold
harmless the Company, the Guarantors, their respective officers, directors,
partners and each Person, if any, who controls the Company and the Guarantors
(within the meaning of Section 15 of the Securities Act and
Section 20(a) of the Exchange Act), and the directors, officers and
partners of such controlling persons, to the fullest extent lawful, from and
against all Losses, as incurred, directly or indirectly caused by, related to,
arising out of or based upon any untrue or alleged untrue statement of a
material fact contained in any Registration Statement, Prospectus or form of
prospectus or in any amendment or supplement thereto or in any preliminary
prospectus, or any omission or alleged omission to state therein a material
fact required to be stated therein or necessary to make the statements therein,
in the light of the circumstances under which they were made, not misleading to
the extent, but only to the extent, that such Losses have resulted solely from
an untrue statement or alleged untrue statement of a material fact or omission
or alleged omission of a material fact contained in or omitted from any
information so furnished in writing by such Holder to the Company and the
Guarantors expressly for use therein. Notwithstanding the foregoing, in no
event shall


 

















 


the liability of any selling Holder be greater in
amount than such Holder’s Maximum Contribution Amount (as defined below).


 


(c)                                  Conduct of
Indemnification Proceedings. If any proceeding shall be
brought or asserted against any Person entitled to indemnity hereunder (an “Indemnified
Party”), such Indemnified Party shall promptly notify the party or parties
from which such indemnity is sought (the “Indemnifying Party” or “Indemnifying
Parties”, as applicable) in writing; but the omission to so notify the
Indemnifying Party (i) will not relieve such Indemnifying Party from any
liability under paragraph (a) or (b) above unless and only to the
extent it is materially prejudiced as a result thereof and (ii) will not,
in any event, relieve the Indemnifying Party from any obligations to any
Indemnified Party other than the indemnification obligation provided in
paragraphs (a) and (b) above.


 


The Indemnifying Party shall have the right,
exercisable by giving written notice to an Indemnified Party, within 20
Business Days after receipt of written notice from such Indemnified Party of
such proceeding, to assume, at its expense, the defense of any such proceeding;
provided, that an Indemnified
Party shall have the right to employ separate counsel in any such proceeding
and to participate in the defense thereof, but the fees and expenses of such
counsel shall be at the expense of such Indemnified Party or parties unless:
(1) the Indemnifying Party has agreed to pay such fees and expenses; or
(2) the Indemnifying Party shall have failed promptly to assume the defense
of such proceeding or shall have failed to employ counsel reasonably
satisfactory to such Indemnified Party; or (3) the named parties to any
such proceeding (including any impleaded parties) include both such Indemnified
Party and the Indemnifying Party or any of its affiliates or controlling
persons, and such Indemnified Party shall have been advised by counsel that
there may be one or more defenses available to such Indemnified Party that are
in addition to, or in conflict with, those defenses available to the
Indemnifying Party or such affiliate or controlling person (in which case, if
such Indemnified Party notifies the Indemnifying Parties in writing that it
elects to employ separate counsel at the expense of the Indemnifying Parties,
the Indemnifying Parties shall not have the right to assume the defense and the
reasonable fees and expenses of such counsel shall be at the expense of the
Indemnifying Party; it being understood, however, that, the Indemnifying Party
shall not, in connection with any one such proceeding or separate but
substantially similar or related proceedings in the same jurisdiction, arising
out of the same general allegations or circumstances, be liable for the fees
and expenses of more than one separate firm of attorneys (together with
appropriate local counsel) at any time for such Indemnified Party).


 


No Indemnifying Party shall be liable for any
settlement of any such proceeding effected without its written consent, which
shall not be unreasonably withheld, but if settled with its written consent, or
if there be a final judgment for the plaintiff in any such proceeding, each
Indemnifying Party jointly and severally agrees, subject to the exceptions and
limitations set forth above, to indemnify and hold harmless each Indemnified
Party from and against any and all Losses by reason of such settlement or
judgment. The Indemnifying Party shall not consent to the entry of any judgment
or enter into any settlement unless such judgment or settlement
(i) includes as an unconditional term thereof the giving by the claimant
or plaintiff to each Indemnified Party of a release, in form and substance
reasonably satisfactory to the Indemnified Party, from all liability in respect
of such proceeding for which such Indemnified Party would be entitled to
indemnification hereunder (whether or not any Indemnified Party is a party
thereto) and (ii) does not include a statement as to or an admission of
fault, culpability or a failure to act by or on behalf of any Indemnified
Party.


 


(d)                                 Contribution. If the
indemnification provided for in this Section 8 is unavailable to an
Indemnified Party or is insufficient to hold such Indemnified Party harmless
for any Losses in respect of which this Section 8 would otherwise apply by
its terms (other than by reason of exceptions provided in this Section 8),
then each applicable Indemnifying


 














 


Party, in lieu of indemnifying such Indemnified
Party, shall have a joint and several obligation to contribute to the amount
paid or payable by such Indemnified Party as a result of such Losses, in such
proportion as is appropriate to reflect the relative fault of the Indemnifying
Party, on the one hand, and such Indemnified Party, on the other hand, in
connection with the actions, statements or omissions that resulted in such
Losses as well as any other relevant equitable considerations. The relative fault
of such Indemnifying Party, on the one hand, and Indemnified Party, on the
other hand, shall be determined by reference to, among other things, whether
any untrue or alleged untrue statement of a material fact or omission or
alleged omission to state a material fact relates to information supplied by
such Indemnifying Party or Indemnified Party, and the parties’ relative intent,
knowledge, access to information and opportunity to correct or prevent any such
statement or omission. The amount paid or payable by an Indemnified Party as a
result of any Losses shall be deemed to include any legal or other fees or
expenses incurred by such party in connection with any proceeding, to the
extent such party would have been indemnified for such fees or expenses if the
indemnification provided for in Section 8(a) or 8(b) was
available to such party.


 


The parties hereto agree that it would not be just
and equitable if contribution pursuant to this Section 8(d) were
determined by pro rata allocation or by other method of allocation that does
not take account of the equitable considerations referred to in the immediately
preceding paragraph. Notwithstanding the provisions of this Section 8(d),
a selling Holder shall not be required to contribute, in the aggregate, any amount
in excess of such Holder’s Maximum Contribution Amount. A selling Holder’s “Maximum
Contribution Amount” shall equal the excess of (i) the aggregate
proceeds received by such Holder pursuant to the sale of such Registrable Notes
or Exchange Notes over (ii) the aggregate amount of damages that such
Holder has otherwise been required to pay by reason of such untrue or alleged
untrue statement or omission or alleged omission. No person guilty of
fraudulent misrepresentation (within the meaning of Section 11(f) of
the Securities Act) shall be entitled to contribution from any Person who was
not guilty of such fraudulent misrepresentation. The Holders’ obligations to
contribute pursuant to this Section 8(d) are several in proportion to
the respective principal amount of the Registrable Securities held by each
Holder hereunder and not joint. The Company’s and Guarantors’ obligations to
contribute pursuant to this Section 8(d) are joint and several.


 


The indemnity and contribution agreements contained
in this Section 8 are in addition to any liability that the Indemnifying
Parties may have to the Indemnified Parties.


 


9.                                       Rules 144 and 144A


 


(a)                                  The Company
covenants that it shall (a) file the reports required to be filed by it
(if so required) under the Securities Act and the Exchange Act in a timely
manner and, if at any time the Company is not required to file such reports, it
will, upon the written request of any Holder of Registrable Notes, make
publicly available other information necessary to permit sales pursuant to
Rule 144 and 144A and (b) take such further action as any Holder may
reasonably request in writing, all to the extent required from time to time to
enable such Holder to sell Registrable Notes without registration under the
Securities Act pursuant to the exemptions provided by Rule 144 and
Rule 144A. Upon the request of any Holder, the Company shall deliver to
such Holder a written statement as to whether it has complied with such
information and requirements.


 


(b)                                 Availability of
Rule 144 Not Excuse for Obligations under Section 2. The fact that
holders of Registrable Notes may become eligible to sell such Registrable Notes
pursuant to Rule 144 shall not (1) cause such Notes to cease to be
Registrable Notes or (2) excuse


 

















 


the Company’s and the Guarantors’ obligations set
forth in Section 2 of this Agreement, including without limitation the
obligations in respect of an Exchange Offer, Shelf Registration and Additional
Interest.


 


10.                                 Underwritten Registrations of Registrable Notes


 


If any of the Registrable Notes covered by any Shelf
Registration are to be sold in an underwritten offering, the investment banker
or investment bankers and manager or managers that will manage the offering
will be selected by the Holders of a majority in aggregate principal amount of
such Registrable Notes included in such offering; provided, however,
that such investment banker or investment bankers and manager or managers must
be reasonably acceptable to the Company.


 


No Holder of Registrable Notes may participate in
any underwritten registration hereunder unless such Holder (a) agrees to
sell such Holder’s Registrable Notes on the basis provided in any underwriting
arrangements approved by the Persons entitled hereunder to approve such
arrangements and (b) completes and executes all questionnaires, powers of
attorney, indemnities, underwriting agreements and other documents required
under the terms of such underwriting arrangements.


 


11.                                 Miscellaneous


 


(a)                                  Remedies. In the event
of a breach by either the Company or any of the Guarantors of any of their
respective obligations under this Agreement, each Holder, in addition to being
entitled to exercise all rights provided herein, in the Indenture or, in the
case of the Initial Purchaser, in the Purchase Agreement, or granted by law,
including recovery of damages, will be entitled to specific performance of its
rights under this Agreement. The Company and the Guarantors agree that monetary
damages would not be adequate compensation for any loss incurred by reason of a
breach by either the Company or any of the Guarantors of any of the provisions
of this Agreement and hereby further agree that, in the event of any action for
specific performance in respect of such breach, the Company shall (and shall
cause each Guarantor to) waive the defense that a remedy at law would be
adequate.


 


(b)                                 No Inconsistent
Agreements. The Company and each of the Guarantors have not
entered, as of the date hereof, and the Company and each of the Guarantors
shall not enter, after the date of this Agreement, into any agreement with
respect to any of its securities that is inconsistent with the rights granted
to the Holders of Securities in this Agreement or otherwise conflicts with the
provisions hereof. The Company and each of the Guarantors have not entered and
will not enter into any agreement with respect to any of its securities that
will grant to any Person piggy-back rights with respect to a Registration
Statement.


 


(c)                                  Adjustments
Affecting Registrable Notes. The Company shall not,
directly or indirectly, take any action with respect to the Registrable Notes
as a class that would adversely affect the ability of the Holders to include
such Registrable Notes in a registration undertaken pursuant to this Agreement.


 


(d)                                 Amendments and
Waivers. The provisions of this Agreement may not be amended, modified or
supplemented, and waivers or consents to departures from the provisions hereof
may not be given, otherwise than with the prior written consent of the Holders
of not less than a majority in aggregate principal amount of the then
outstanding Registrable Notes in circumstances that would adversely affect any
Holders of Registrable Notes; provided,
however, that Section 8 and
this Section 11(d) may not be amended, modified


 

















 


or supplemented without the prior written consent of
each Holder. Notwithstanding the foregoing, a waiver or consent to depart from
the provisions hereof with respect to a matter that relates exclusively to the
rights of Holders of Registrable Notes whose securities are being tendered
pursuant to the Exchange Offer or sold pursuant to a Notes Registration
Statement and that does not directly or indirectly affect, impair, limit or
compromise the rights of other Holders of Registrable Notes may be given by
Holders of at least a majority in aggregate principal amount of the Registrable
Notes being tendered or being sold by such Holders pursuant to such Notes
Registration Statement.


 


(e)                                  Notices. All notices
and other communications provided for or permitted hereunder shall be made in
writing by hand delivery, registered first-class mail, next-day air courier or
telecopier:


 


(i)                                     if to a Holder
of Securities or to any Participating Broker-Dealer, at the most current
address of such Holder or Participating Broker-Dealer, as the case may be, set
forth on the records of the registrar of the Notes, with a copy in like manner
to the Initial Purchaser as follows:


 


Jefferies & Company, Inc.


520 Madison Avenue, New York, NY 10022


Attention: General Counsel—Investment Banking


 


with a copy to:


 


Proskauer Rose LLP


1585 Broadway, New York, NY 10036


Fascimile No.: (212) 969-2900


Attention: Ian Blumenstein, Esq.


 


(ii)                                  if to the
Initial Purchaser, at the address specified in Section 11(e)(1);


 


(iii)                               if to the
Company or any Guarantor, as follows:


 


Oncure Holdings, Inc.


188 Inverness Drive West


Suite 650


Englewood, CO 80112


Fascimile No.: (303) 643-6541


Attention: Timothy A. Peach, Chief Financial Officer


 


with a copy to:


 


Oncure Medical Corp.


18100 Von Karman


Suite 450


Irvine, California 92612-0162


Fascimile No.: (949) 863-8835


Attention: Russell Phillips, Esq., General
Counsel


 


with an additional copy to:


 

















 


Latham & Watkins LLP


555 Eleventh Street, NW


Suite 1000, Washington DC 20004


Fascimile No.: (202) 637-2201


Attention: Patrick Shannon, Esq.


 


All such notices and communications shall be deemed
to have been duly given: when delivered by hand, if personally delivered; five
Business Days after being deposited in the United States mail, postage prepaid,
one Business Day after being timely delivered to a next-day air courier
guaranteeing overnight delivery; and when receipt is acknowledged by the
addressee, if telecopied.


 


Copies of all such notices, demands or other
communications shall be concurrently delivered by the Person giving the same to
the Trustee under the Indenture at the address specified in such Indenture.


 


(f)                                    Successors and
Assigns. This Agreement shall inure to the benefit of and be binding upon the
successors and assigns of each of the parties hereto, including, without
limitation and without the need for an express assignment, subsequent Holders
of Securities.


 


(g)                                 Counterparts. This
Agreement may be executed in any number of counterparts and by the parties
hereto in separate counterparts, each of which when so executed shall be deemed
to be an original and all of which taken together shall constitute one and the
same agreement.


 


(h)                                 Headings. The headings
in this Agreement are for convenience of reference only and shall not limit or
otherwise affect the meaning hereof.


 


(i)                                     Governing Law. THIS
AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE
STATE OF NEW YORK WITHOUT REGARD TO PRINCIPLES OF CONFLICT OF LAW. THE COMPANY
HEREBY IRREVOCABLY SUBMITS TO THE JURISDICTION OF ANY NEW YORK STATE COURT
SITTING IN THE BOROUGH OF MANHATTAN IN THE CITY OF NEW YORK OR ANY FEDERAL
COURT SITTING IN THE BOROUGH OF MANHATTAN IN THE CITY OF NEW YORK IN RESPECT OF
ANY SUIT, ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT,
AND IRREVOCABLY ACCEPTS FOR ITS AND IN RESPECT OF ITS PROPERTY, GENERALLY AND
UNCONDITIONALLY, JURISDICTION OF THE AFORESAID COURTS. THE COMPANY IRREVOCABLY
WAIVES, TO THE FULLEST EXTENT IT MAY EFFECTIVELY DO SO UNDER APPLICABLE
LAW, TRIAL BY JURY AND ANY OBJECTION THAT IT MAY NOW OR HEREAFTER HAVE TO
THE LAYING OF VENUE OF ANY SUCH SUIT, ACTION OR PROCEEDING BROUGHT IN ANY SUCH
COURT AND ANY CLAIM THAT ANY SUCH SUIT, ACTION OR PROCEEDING BROUGHT IN ANY
SUCH COURT HAS BEEN BROUGHT IN AN INCONVENIENT FORUM. THE COMPANY IRREVOCABLY
CONSENTS, TO THE FULLEST EXTENT IT MAY EFFECTIVELY DO SO UNDER APPLICABLE
LAW, TO THE SERVICE OF PROCESS OF ANY OF THE AFOREMENTIONED COURTS IN ANY SUCH
ACTION OR PROCEEDING BY THE MAILING OF COPIES THEREOF BY REGISTERED OR
CERTIFIED MAIL, POSTAGE PREPAID, TO THE COMPANY AT ITS SAID ADDRESS, SUCH
SERVICE TO BECOME EFFECTIVE 30 DAYS AFTER SUCH MAILING.


 

















 


NOTHING HEREIN SHALL AFFECT THE RIGHT OF ANY HOLDER
TO SERVE PROCESS IN ANY OTHER MANNER PERMITTED BY LAW OR TO COMMENCE LEGAL
PROCEEDINGS OR OTHERWISE PROCEED AGAINST THE COMPANY IN ANY OTHER JURISDICTION.


 


(j)                                     Severability. If any term,
provision, covenant or restriction of this Agreement is held by a court of
competent jurisdiction to be invalid, illegal, void or unenforceable, the
remainder of the terms, provisions, covenants and restrictions set forth herein
shall remain in full force and effect and shall in no way be affected, impaired
or invalidated, and the parties hereto shall use their best efforts to find and
employ an alternative means to achieve the same or substantially the same
result as that contemplated by such term, provision, covenant or restriction.
It is hereby stipulated and declared to be the intention of the parties that
they would have executed the remaining terms, provisions, covenants and
restrictions without including any of such that may be hereafter declared
invalid, illegal, void or unenforceable.


 


(k)                                  Securities Held
by the Company or Its Affiliates. Whenever the consent or
approval of Holders of a specified percentage of Securities is required hereunder,
Securities held by the Company or its affiliates (as such term is defined in
Rule 405 under the Securities Act) shall not be counted in determining
whether such consent or approval was given by the Holders of such required
percentage.


 


(l)                                     Third Party
Beneficiaries. Holders and Participating Broker-Dealers are
intended third party beneficiaries of this Agreement and this Agreement may be
enforced by such Persons.


 


 


(m)                               Entire
Agreement. This Agreement, together with the Purchase
Agreement, the Indenture and the Collateral Agreements, is intended by the
parties as a final and exclusive statement of the agreement and understanding
of the parties hereto in respect of the subject matter contained herein and
therein and any and all prior oral or written agreements, representations, or
warranties, contracts, understanding, correspondence, conversations and
memoranda between the Initial Purchaser on the one hand and the Company and the
Guarantors on the other, or between or among any agents, representatives,
parents, subsidiaries, affiliates, predecessors in interest or successors in
interest with respect to the subject matter hereof and thereof are merged
herein and replaced hereby.


 


[Remainder
of page left blank intentionally]


 

















 


If the foregoing is in accordance with your
understanding of our agreement, please sign and return to the Company a
counterpart hereof, whereupon this instrument, along with all counterparts,
will become a binding agreement among the Initial Purchaser, the Guarantors and
the Company in accordance with its terms.


 


	
  THE COMPANY

  	
   

  
	
   

  	
   

  
	
  ONCURE HOLDINGS, INC.

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  By:

  	
  /s/ L. Duane Choate

  	
   

  
	
  Name:

  	
  L. Duane Choate

  	
   

  
	
  Title:

  	
  President and Chief Executive Officer

  	
   

  



 


 


THE GUARANTORS


 


ONCURE MEDICAL CORP.


CHARLOTTE COMMUNITY RADIATION ONCOLOGY, INC.


COASTAL ONCOLOGY, INC.


ENGLEWOOD ONCOLOGY, INC.


FOUNTAIN VALLEY & ANAHEIM RADIATION ONCOLOGY
CENTERS, INC.


INTERHEALTH FACILITY TRANSPORT, INC.


JAXPET, LLC


JAXPET/POSITECH, L.L.C.


MANATEE RADIATION ONCOLOGY, INC.


MICA FLO II, INC.


MISSION VIEJO RADIATION ONCOLOGY MEDICAL GROUP, INC.


POINTE WEST ONCOLOGY, LLC


RADIATION ONCOLOGY CENTER, LLC


SANTA CRUZ RADIATION ONCOLOGY MANAGEMENT CORP.


SARASOTA COUNTY ONCOLOGY, INC.


SARASOTA RADIATION & MEDICAL ONCOLOGY CENTER, INC.


U.S. CANCER CARE, INC.


USCC ACQUISITION CORP.


USCC FLORIDA ACQUISITION CORP.


USCC HEALTHCARE MANAGEMENT CORP.


VENICE ONCOLOGY CENTER, INC.


 


 


	
  By:

  	
  /s/ L. Duane Choate

  	
   

  
	
  Name:

  	
  L. Duane Choate

  	
   

  
	
  Title:

  	
  President and Chief Executive Officer

  	
   

  



 


[Registration
Rights Agreement]


 

















 


If the foregoing is in accordance with your
understanding of our agreement, please sign and return to the Company a
counterpart hereof, whereupon this instrument, along with all counterparts,
will become a binding agreement among the Initial Purchaser, the Guarantors and
the Company in accordance with its terms.


 


 


JEFFERIES & COMPANY, INC.


 


 


	
  By:

  	
  /s/ Michael Leder

  	
   

  
	
  Name:

  	
  Michael Leder

  	
   

  
	
  Title: 

  	
  MD

  	
   

  



 


[Registration
Rights Agreement]