Exhibit 4.03


 


FIRST SUPPLEMENTAL INDENTURE


 


This
First Supplemental Indenture, dated as of June 24, 2010 (this “First  Supplemental Indenture”), is by
and among Phoenix Management Company, LLC, a Michigan limited liability company
(“Phoenix Management”), Carolina Regional Cancer Center, LLC, a South
Carolina limited liability company (“Carolina Cancer Center”), and
Atlantic Urology Clinics, LLC, a South Carolina limited liability company (“Atlantic
Urology” and, together with Phoenix Management and Carolina Cancer Center,
the “New Guarantors” and each, a “New Guarantor”), Radiation
Therapy Services, Inc., a Florida corporation (together with its
successors and assigns, the “Company”), each other then existing
Guarantor under the Indenture referred to below (the “Guarantors”), and
Wells Fargo Bank, National Association, Trustee under the Indenture referred to
below.  Capitalized terms used and not
defined herein shall have the same meanings given in the Indenture unless
otherwise indicated.


 


W I T N E S S E T H:


 


WHEREAS,
the Company, the Guarantors and the Trustee have heretofore executed and
delivered an Indenture, dated as of April 20, 2010 (as amended,
supplemented, waived or otherwise modified, the “Indenture”), providing
for the issuance of 9 7⁄8% Senior Subordinated Notes due 2017 of the
Company (the “Notes”);


 


WHEREAS,
pursuant to Section 10.03 of the Indenture, each Person that becomes
obligated to provide a Guarantee pursuant to Section 4.16 of the Indenture
must execute and deliver to the Trustee a supplemental indenture making such
Person a party to the Indenture, along with a notation of such Guarantee in the
form included as Exhibit E to the Indenture;


 


WHEREAS,
pursuant to Section 4.16 of the Indenture, the Company will not permit any
of its Restricted Subsidiaries (other than Foreign Subsidiaries) to guarantee
Indebtedness under the Credit Agreement, unless such Restricted Subsidiary
executes and delivers to the Trustee a supplemental indenture, providing a
guarantee of payment of the Notes by such Restricted Subsidiary;


 


WHEREAS,
each of the New Guarantors is a Restricted Subsidiary of the Company and has
guaranteed or will guarantee Indebtedness under the Credit Agreement;


 


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


 


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


 


NOW,
THEREFORE, in consideration of the foregoing and for other good and valuable
consideration, the receipt of which is hereby acknowledged, the New Guarantors,
the Guarantors, the Company and the Trustee mutually covenant and agree for the
equal and ratable benefit of the Holders of the Notes as follows:


 

















 


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


 


Section 2.               Compliance with and
Fulfillment of Condition of Sections 4.16 and 10.03.  The execution and delivery of this First  Supplemental Indenture and the Guarantee
by the New Guarantors  (along with
such documentation relating thereto as the Trustee shall require) fulfills the
obligations of the Company under Sections 4.16 and 10.03 of the Indenture.


 


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


 


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


 


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


 


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


 


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


 


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


 


Section 9.               Headings, etc.  The headings of the Sections of this First  Supplemental Indenture have been inserted
for convenience of reference only, are not to be considered a part of this
First  Supplemental  Indenture and shall in no way modify or
restrict any of the terms or provisions hereof.


 


* * * * *


 

















 


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


 


 




	
   

  	
   

  	
  PHOENIX
  MANAGEMENT COMPANY, LLC, as a Guarantor

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/
  Kerrin E. Gillespie

  
	
   

  	
   

  	
  Name:

  	
  Kerrin
  E. Gillespie

  
	
   

  	
   

  	
  Title:

  	
  Vice
  President

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  CAROLINA REGIONAL CANCER CENTER, LLC, as a
  Guarantor

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ Kerrin E. Gillespie

  
	
   

  	
   

  	
  Name:

  	
  Kerrin E. Gillespie

  
	
   

  	
   

  	
  Title:

  	
  Vice President

  






 




	
   

  	
   

  	
  ATLANTIC
  UROLOGY CLINICS, LLC, as a Guarantor

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/
  Kerrin E. Gillespie

  
	
   

  	
   

  	
  Name:

  	
  Kerrin
  E. Gillespie

  
	
   

  	
   

  	
  Title:

  	
  Vice
  President

  






 

















 




	
   

  	
   

  	
  RADIATION
  THERAPY SERVICES, INC.

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/
  Kerrin E. Gillespie

  
	
   

  	
   

  	
  Name:

  	
  Kerrin
  E. Gillespie

  
	
   

  	
   

  	
  Title:

  	
  Executive
  Vice President and Chief

  
	
   

  	
   

  	
   

  	
  Financial
  Officer

  






 

















 




	
   

  	
   

  	
  21ST CENTURY ONCOLOGY OF ALABAMA, LLC

  
	
   

  	
   

  	
  ARIZONA RADIATION THERAPY MANAGEMENT
  SERVICES, INC.

  
	
   

  	
   

  	
  CALIFORNIA RADIATION THERAPY MANAGEMENT
  SERVICES, INC.

  
	
   

  	
   

  	
  21ST CENTURY ONCOLOGY OF JACKSONVILLE, INC.

  
	
   

  	
   

  	
  DEVOTO CONSTRUCTION OF SOUTHWEST
  FLORIDA, INC.

  
	
   

  	
   

  	
  RADIATION THERAPY SERVICES
  INTERNATIONAL, INC.

  
	
   

  	
   

  	
  21ST CENTURY ONCOLOGY MANAGEMENT
  SERVICES, INC.

  
	
   

  	
   

  	
  JACKSONVILLE RADIATION THERAPY SERVICES, INC.

  
	
   

  	
   

  	
  FINANCIAL SERVICES OF SOUTHWEST FLORIDA, LLC

  
	
   

  	
   

  	
  21ST CENTURY ONCOLOGY, LLC

  
	
   

  	
   

  	
  21ST CENTURY ONCOLOGY OF HARFORD COUNTY MARYLAND,
  LLC

  
	
   

  	
   

  	
  BERLIN RADIATION THERAPY TREATMENT CENTER, LLC

  
	
   

  	
   

  	
  21ST CENTURY ONCOLOGY OF PRINCE GEORGES COUNTY,
  MARYLAND, LLC

  
	
   

  	
   

  	
  MARYLAND RADIATION THERAPY MANAGEMENT SERVICES,
  LLC

  
	
   

  	
   

  	
  AMERICAN CONSOLIDATED TECHNOLOGIES, LLC

  
	
   

  	
   

  	
  MICHIGAN RADIATION THERAPY MANAGEMENT
  SERVICES, INC.

  
	
   

  	
   

  	
  NEVADA RADIATION THERAPY MANAGEMENT
  SERVICES, INCORPORATED

  
	
   

  	
   

  	
  21ST CENTURY ONCOLOGY OF NEW JERSEY, INC.

  
	
   

  	
   

  	
  NEW YORK RADIATION THERAPY MANAGEMENT
  SERVICES, INC.

  
	
   

  	
   

  	
  NORTH CAROLINA RADIATION THERAPY MANAGEMENT
  SERVICES, LLC

  
	
   

  	
   

  	
  21ST CENTURY ONCOLOGY OF SOUTH CAROLINA, LLC

  
	
   

  	
   

  	
  WEST VIRGINIA RADIATION THERAPY
  SERVICES, INC.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/
  Kerrin E. Gillespie

  
	
   

  	
   

  	
   

  	
  Name:
  

  	
  Kerrin
  E. Gillespie

  
	
   

  	
   

  	
   

  	
  Title:
  

  	
  Vice
  President

  
						






 

















 




	
   

  	
   

  	
  RADIATION
  THERAPY SERVICES HOLDINGS, INC., as a Guarantor

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/
  Kerrin E. Gillespie

  
	
   

  	
   

  	
  Name:
  

  	
  Kerrin
  E. Gillespie

  
	
   

  	
   

  	
  Title:
  

  	
  Executive
  Vice President and Chief 

  
	
   

  	
   

  	
   

  	
  Financial
  Officer

  
					






 

















 




	
   

  	
   

  	
  WELLS
  FARGO BANK, NATIONAL ASSOCIATION, as Trustee

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/
  Elizabeth T. Wagner

  
	
   

  	
   

  	
  Name:
  

  	
  Elizabeth
  T. Wagner

  
	
   

  	
   

  	
  Title:
  

  	
  Vice
  President