Exhibit 4.4


 


SECOND SUPPLEMENTAL INDENTURE


 


This
Second Supplemental Indenture, dated as of September 29, 2010 (this “Second  Supplemental Indenture”), is by and
among Derm-Rad Investment Company, LLC, a Florida limited liability company (“Derm-Rad”),
21st Century Oncology of Pennsylvania, Inc., a Pennsylvania corporation (“21st
Century Penn”), Gettysburg Radiation, LLC, a Pennsylvania limited liability
company (“Gettysburg”), Carolina Radiation and Cancer Treatment Center, Inc.,
a North Carolina corporation (“Carolina”), 21st Century Oncology of
Kentucky, LLC, a Kentucky limited liability company (“21st Century Kentucky”),
New England Radiation Therapy Management Services, Inc., a Massachusetts
corporation, (“NERTMS”) and Radiation Therapy School for Radiation
Therapy Technology, Inc., a Florida corporation (“RT School” and,
together with Derm-Rad, 21st Century Penn, Gettysburg, Carolina, 21st Century
Kentucky and NERTMS, 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 Second Supplemental
Indenture to amend the Indenture, without the consent of any Holder; and


 

















 


WHEREAS,
by entering into this Second 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 Second  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 Second
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 Second  Supplemental
Indenture.


 


Section 4.                                            Governing Law.  This Second 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 Second
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 Second  Supplemental Indenture or the Indenture.


 


Section 6.                                            Successors.  This Second
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 Second  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 Second  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 Second
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 Second  Supplemental Indenture have been inserted
for convenience of reference only, are not to be considered a part of this
Second  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 Second  Supplemental Indenture to be duly executed
as of the date first above written.


 


 


	
   

  	
  DERM-RAD INVESTMENT COMPANY, LLC, as a Guarantor

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By: 

  	
  /s/ Kerrin E. Gillespie

  
	
   

  	
  Name: 

  	
  Kerrin E. Gillespie

  
	
   

  	
  Title: 

  	
  Vice President

  
	
   

  	
   

  
	
   

  	
  21ST
  CENTURY ONCOLOGY OF PENNSYLVANIA, INC., as a Guarantor

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By: 

  	
  /s/ Kerrin E. Gillespie

  
	
   

  	
  Name: 

  	
  Kerrin E. Gillespie

  
	
   

  	
  Title: 

  	
  Vice President

  
	
   

  	
   

  
	
   

  	
  GETTYSBURG RADIATION, LLC, as a Guarantor

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By: 

  	
  /s/ Kerrin E. Gillespie

  
	
   

  	
  Name: 

  	
  Kerrin E. Gillespie

  
	
   

  	
  Title: 

  	
  Vice President

  
	
   

  	
   

  
	
   

  	
  CAROLINA
  RADIATION AND CANCER TREATMENT CENTER, INC., as a Guarantor

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By: 

  	
  /s/ Kerrin E. Gillespie

  
	
   

  	
  Name: 

  	
  Kerrin E. Gillespie

  
	
   

  	
  Title: 

  	
  Vice President

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  21ST
  CENTURY ONCOLOGY OF KENTUCKY, LLC, as a Guarantor

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By: 

  	
  /s/ Kerrin E. Gillespie

  
	
   

  	
  Name: 

  	
  Kerrin E. Gillespie

  
	
   

  	
  Title: 

  	
  Chief Financial Officer

  



 

















 


	
   

  	
  NEW
  ENGLAND RADIATION THERAPY MANAGEMENT SERVICES, INC., as a Guarantor

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By: 

  	
  /s/ Kerrin E. Gillespie

  
	
   

  	
  Name: 

  	
  Kerrin E. Gillespie

  
	
   

  	
  Title: 

  	
  Vice President

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  RADIATION
  THERAPY SCHOOL FOR RADIATION THERAPY TECHNOLOGY, INC., 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: 

  	
  Senior 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.

  
	
   

  	
  PHOENIX MANAGEMENT COMPANY, LLC

  
	
   

  	
  CAROLINA REGIONAL CANCER CENTER, LLC

  
	
   

  	
  ATLANTIC UROLOGY CLINICS, LLC

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  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: 

  	
  Senior Vice President and Chief

  
	
   

  	
   

  	
  Financial Officer

  



 

















 


	
   

  	
  WELLS
  FARGO BANK, NATIONAL ASSOCIATION, as Trustee

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By: 

  	
  /s/ Stefan Victory

  
	
   

  	
  Name: 

  	
  Stefan Victory

  
	
   

  	
  Title: 

  	
  Vice President