Exhibit
10.98


 


SUPPLEMENT
NO. 7 dated as of September 30, 2010 to the Guaranty and Collateral
Agreement (the “Collateral Agreement”) dated as of February 21,
2008, among RADIATION THERAPY SERVICES HOLDINGS, INC., a Delaware
corporation (“Parent”), RADIATION THERAPY SERVICES, INC., a Florida
corporation (“Borrower”), each subsidiary of Borrower listed on Schedule
I thereto (each such subsidiary individually a “Subsidiary Guarantor”
and collectively, the “Subsidiary Guarantors”); the
Subsidiary Guarantors and Borrower are referred to collectively herein as the “Grantors”)
and WELLS FARGO BANK, N.A. (as successor to WACHOVIA BANK, NATIONAL
ASSOCIATION), (“Wells”),
as Collateral Agent (in such capacity, the “Collateral Agent”).


 


A.            Reference is made to the Credit
Agreement dated as of February 21, 2008 (as amended, supplemented or
otherwise modified from time to time, the “Credit Agreement”), among Parent,
Borrower, the lenders from time to time party thereto, Wachovia, as
Administrative Agent and the other financial institutions party thereto.


 


B.            Capitalized terms used in this
Agreement and not otherwise defined in this Agreement shall have the meanings
assigned to such terms in the Credit Agreement and the Collateral Agreement
referred to therein.


 


C.            The Grantors have entered into the
Collateral Agreement in order to induce the Lenders to make Loans and the
Issuing Bank to issue Letters of Credit. 
Section 7.14 of the Collateral Agreement provides that additional
Subsidiaries of Borrower may become Subsidiary Guarantors under the Collateral
Agreement by execution and delivery of an instrument in the form of this
Supplement.  The undersigned Subsidiary
(the “New Subsidiary”) is executing this Supplement in accordance with the
requirements of the Credit Agreement to become Subsidiary Guarantors under the
Collateral Agreement in order to induce the Lenders to make additional Loans
and the Issuing Bank to issue additional Letters of Credit and as consideration
for Loans previously made and Letters of Credit previously issued.


 


Accordingly,
the Collateral Agent and the New Subsidiary agree as follows:


 


SECTION 1.           In accordance with Section 7.14
of the Collateral Agreement, the New Subsidiary by its signature below becomes
a Subsidiary Guarantor and a Grantor under the Collateral Agreement with the
same force and effect as if originally named therein as a Subsidiary Guarantor
and a Grantor and the New Subsidiary hereby (a) agrees to all the terms
and provisions of the Collateral Agreement applicable to it as a Subsidiary
Guarantor and Grantor thereunder and (b) represents and warrants that the
representations and warranties made by it as a Grantor and Subsidiary Guarantor
thereunder are true and correct on and as of the date hereof.  In furtherance of the foregoing, the New
Subsidiary, as security for the payment and performance in full of the Secured
Obligations (as defined in the Collateral Agreement), does hereby create and
grant to the Collateral Agent, its successors and assigns, for the benefit of
the Secured Parties, their successors and assigns, a security interest in and
lien on all the New Subsidiary’s right, title and interest in and to the
Collateral (as defined in the Collateral Agreement) of the New Subsidiary.  Each reference to a “Subsidiary Guarantor” or
“Grantor” in the Collateral Agreement shall be deemed to include the New
Subsidiary.  The Collateral Agreement is
hereby incorporated in this Agreement by reference.


 


1

















 


SECTION 2.           The New Subsidiary represents and
warrants to the Collateral Agent and the other Secured Parties that this
Supplement has been duly authorized, executed and delivered by it and
constitutes its legal, valid and binding obligation, enforceable against it in
accordance with its terms.


 


SECTION 3.           This Supplement may be executed in
counterparts, each of which shall constitute an original, but all of which when
taken together shall constitute a single contract.  This Supplement shall become effective when
the Collateral Agent shall have received a counterpart of this Supplement that
bears the signature of the New Subsidiary and the Collateral Agent has executed
a counterpart hereof.  Delivery of an
executed signature page to this Supplement by facsimile transmission or
Adobe PDF email shall be as effective as delivery of a manually signed
counterpart of this Supplement.


 


SECTION 4.           The New Subsidiary hereby represents
and warrants that set forth (a) under its signature hereto is (i) the
true and correct legal name of the New Subsidiary, (ii) its jurisdiction
of formation, (iii) its Federal Taxpayer Identification Number and its
organizational identification number and (iv) the location of its chief
executive office and (b) on Schedule I hereto all Capital Stock, Instruments,
Copyright, Patent and Trademark registrations, applications and licenses owned
by such New Subsidiary.


 


SECTION 5.           Except as expressly supplemented
hereby, the Collateral Agreement shall remain in full force and effect.


 


SECTION 6.         THIS
SUPPLEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF
THE STATE OF NEW YORK.


 


SECTION 7.           Any provision of this Supplement held
to be invalid, illegal or unenforceable in any jurisdiction shall, as to such
jurisdiction, be ineffective to the extent of such invalidity, illegality or
unenforceability without affecting the validity, legality and enforceability of
the remaining provisions hereof and in the Collateral Agreement; the invalidity
of a particular provision in a particular jurisdiction shall not invalidate
such provision in any other jurisdiction. 
The parties shall endeavor in good-faith negotiations to replace the
invalid, illegal or unenforceable provisions with valid provisions the economic
effect of which comes as close as possible to that of the invalid, illegal or
unenforceable provisions.


 


SECTION 8.           All communications and notices
hereunder shall be in writing and given as provided in Section 7.01 of the
Collateral Agreement.


 


SECTION 9.           The New Subsidiary agrees to
reimburse the Collateral Agent for its reasonable out-of-pocket expenses in
connection with this Supplement, including the reasonable fees, other charges
and disbursements of counsel for the Collateral Agent.


 


2

















 


IN
WITNESS WHEREOF, the New Subsidiary and the Collateral Agent have duly executed
this Supplement to the Collateral Agreement as of the day and year first above
written.


 




	
   

  	
   

  	
  GETTYBURG
  RADIATION, LLC

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/
  Jeffrey A. Pakrosnis

  
	
   

  	
   

  	
   

  	
  Name:

  	
  Jeffrey
  A. Pakrosnis

  
	
   

  	
   

  	
   

  	
  Title:

  	
  Treasurer

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Legal
  Name: Gettysburg Radiation, LLC

  Jurisdiction of Formation: Pennsylvania

  Location of Chief Executive Office: 2270 Colonial Boulevard, Fort Myers, FL
  33907

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  WELLS
  FARGO BANK, N.A. (as successor to WACHOVIA BANK, NATIONAL ASSOCIATION), AS
  COLLATERAL AGENT,

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/
  Kent Davis

  
	
   

  	
   

  	
   

  	
  Name:

  	
  Kent
  Davis

  
	
   

  	
   

  	
   

  	
  Title:

  	
  Managing
  Director

  






 


3

















 


Schedule I

to the Supplement No. 7

to the Collateral Agreement


 


CAPITAL STOCK


 


	
  Issuer

  	
   

  	
  Number of

  Certificate

  	
   

  	
  Registered

  Owner

  	
   

  	
  Number and

  Class of

  Capital Stock

  	
   

  	
  Percentage of

  Capital Stock

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Gettysburg Radiation, LLC

  	
   

  	
  Uncertificated

  	
   

  	
  21st Century of Pennsylvania, Inc.

  	
   

  	
  Membership Interests

  	
   

  	
  100

  	
  %

  



 


DEBT SECURITIES


 


	
  Issuer

  	
   

  	
  Principal

  Amount

  	
   

  	
  Date of Note

  	
   

  	
  Maturity Date

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  None.

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  



 


INTELLECTUAL PROPERTY


 


I.              Copyright Registrations


 


	
  Registered Owner

  	
   

  	
  Title

  	
   

  	
  Registration

  Number

  	
   

  	
  Expiration

  Date

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  None.

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  



 


II.            Copyright Applications


 


	
  Registered Owner

  	
   

  	
  Title

  	
   

  	
  Registration

  Number

  	
   

  	
  Date

  Filed

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  None.

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  



 

















 


III.           Copyright Licenses


 


	
  Licensee

  	
   

  	
  Licensor

  	
   

  	
  Title

  	
   

  	
  Registration

  Number

  	
   

  	
  Expiration

  Date

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  None.

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  



 


IV.           Patents


 


	
  Registered Owner

  	
   

  	
  Mark

  	
   

  	
  Registration

  Number

  	
   

  	
  Expiration

  Date

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  None.

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  



 


V.            Patent Applications


 


	
  Registered Owner

  	
   

  	
  Mark

  	
   

  	
  Registration

  Number

  	
   

  	
  Date

  Filed

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  None.

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  



 


VI.           Patent Licenses


 


	
  Licensee

  	
   

  	
  Licensor

  	
   

  	
  Mark

  	
   

  	
  Registration

  Number

  	
   

  	
  Expiration

  Date

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  None.

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  



 


2

















 


 


VII.          Trademark Registrations


 


	
  Registered Owner

  	
   

  	
  Type

  	
   

  	
  Registration

  Number

  	
   

  	
  Expiration

  Date

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  None.

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  



 


VIII.        Trademark Applications


 


	
  Registered Owner

  	
   

  	
  Type

  	
   

  	
  Registration

  Number

  	
   

  	
  Date

  Filed

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  None.

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  



 


 


IX.           Trademark Licenses


 


	
  Licensee

  	
   

  	
  Licensor

  	
   

  	
  Type

  	
   

  	
  Registration

  Number

  	
   

  	
  Expiration

  Date

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  None.

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  



 


3