Exhibit 10.07


 


EXECUTION
COPY


 


MANAGEMENT
AGREEMENT


 


This Management Agreement is made as of
February 21, 2008, among Radiation Therapy Services, Inc., a Florida
corporation (the “Company”), Radiation Therapy Services
Holdings, Inc., a Delaware corporation (“Holdings”), Radiation
Therapy Investments, LLC, a Delaware limited liability company (“Investors”)
and Vestar Capital Partners, a New York general partnership (“Vestar”).


 


WHEREAS, Vestar, by and through its officers,
employees, agents, representatives and affiliates, has expertise in the areas
of corporate management, finance, investment, acquisitions and other matters
relating to the business of the Company and its subsidiaries; and


 


WHEREAS, each of Investors, Holdings and the Company
desires to avail itself, for the term of this Agreement, of the expertise of
Vestar in the aforesaid areas, in which it acknowledges the expertise of
Vestar.


 


NOW, THEREFORE, in consideration of the foregoing
recitals and the covenants and conditions herein set forth, the parties hereto
agree as follows:


 


1.             Appointment. Each of
Investors, Holdings and the Company hereby appoints Vestar to render the
advisory and consulting services described in Paragraph 2 hereof commencing
upon the Effective Time (as defined in Section 3(b) hereof).


 


2.             Services. Vestar hereby
agrees that commencing upon the Effective Time it shall render to each of
Investors, Holdings and the Company (and their subsidiaries) by and through
Vestar’s officers, employees, agents, representatives and affiliates as Vestar
in its sole discretion shall designate from time to time, advisory and
consulting services in relation to the affairs of Investors, Holdings and the
Company (and their subsidiaries) in connection with strategic financial
planning, and other services not referred to in the next sentence, including,
without limitation, advisory and consulting services in relation to the
selection, supervision and retention of independent auditors, the selection,
retention and supervision of outside legal counsel, and the selection,
retention and supervision of investment bankers or other financial advisors or
consultants. It is expressly agreed that the services to be performed hereunder
shall not include (x) investment banking or other financial advisory services
rendered by Vestar and its affiliates to Investors, Holdings and the Company
(and their subsidiaries) after the Effective Time in connection with
acquisitions, divestitures, refinancings, restructurings and similar
transactions by Investors, Holdings and the Company (and their subsidiaries);
or (y) full or part-time employment by any of the Company and its
subsidiaries of any employee or partner of Vestar and any of its affiliates, in
each case, for which Vestar and its respective affiliates shall be entitled to
receive additional compensation pursuant to Paragraph 3(c) below.


 


3.             Fees.


 


(a)           In consideration of the services contemplated by
Paragraph 2, subject to the provisions of Paragraph 6, Investors, Holdings
and the Company and their respective successors hereby jointly and severally
agree to pay to Vestar an aggregate per annum management fee (the “Fee”)
equal to the greater of (i) $850,000 and (ii) an amount per annum


 

















 


equal to 1.00% of Consolidated EBITDA (as defined in the Credit
Agreement) before deducting the Fee payable pursuant to this Section 3 (“Adjusted
EBITDA”), commencing at the Effective Time. The Fee shall be payable
quarterly in advance at the end of the immediately preceding calendar quarter,
with an adjustment of the Fee for any fiscal year payable promptly following
the determination of Adjusted EBITDA for such fiscal year or on termination of
this Agreement. All references to “per annum” or “annual” herein refer to the
fiscal year of the Company. The initial Fee shall be pro rated to reflect the
portion of the current fiscal year which elapses prior to the Effective Time.


 


(b)           Investors, Holdings and the Company and their
respective successors also hereby jointly and severally agree to pay Vestar at
the effective time (the “Effective Time”) of the merger provided for in
the Agreement and Plan of Merger dated as of October 19, 2007 among the
Company, Holdings, Investors and RTS MergerCo. Inc., a Delaware
corporation and a wholly owned subsidiary of Holdings, as amended from time to
time in accordance with its terms (the “Merger Agreement”), a
transaction fee equal to $10,000,000, plus all Out-of-Pocket Expenses (as
defined in Section 4) incurred by Vestar prior to the Effective Time for
services rendered by Vestar in connection with the consummation of the merger
referred to in the Merger Agreement.


 


(c)           Investors, Holdings and the Company and their
respective successors shall hereby jointly and severally agree to pay or cause
to be paid to Vestar (i) a customary fee for any financial advisory or
similar services provided by it and/or its affiliates in connection with a Sale
of the Company (as defined in that certain Securityholders Agreement, dated as
of the date hereof, by and among Investors and certain of the securityholders
of Investors from time to time party thereto, as the same may be amended,
modified or restated from time to time (the “Securityholders Agreement”))
and (ii) customary and reasonable fees for any other transaction relating
to any acquisition, divestiture or other transaction by or involving Investors,
Holdings, the Company or any of their respective subsidiaries (other than
acquisitions of assets by the Company in the ordinary course of business as
part of its growth strategy) or for any other services; provided, that the
specific amount of any fee payable to Vestar and/or its affiliates pursuant to
this Paragraph 3(c)(ii) shall be approved by the affirmative vote of a
majority of the Management Managers (as defined in the Securtityholders
Agreement).


 


(d)           Notwithstanding anything in the contrary contained
herein, the Company shall accrue but not pay the advisory fee for so long as
and to the extent any such payment is prohibited under any financing agreements
entered into by the Company, provided that the Company shall pay any accrued
Advisory Fee deferred under this Section 3(c) promptly at such time
and to the extent that such payment is no longer prohibited under any such
financing agreement; provided that interest will accrue on all such due and
unpaid Advisory Fees at the Default Rate until such Advisory Fees are paid, and
such interest shall compound annually. The “Default Rate” shall be, for
any day, the rate per annum (rounded upwards, if necessary, to the nearest
1/100 of one percent) equal to the weighted average of the rates on overnight
federal funds transaction with members of the Federal Reserve System arranged
by federal funds brokers on such day, as published by the Federal Reserve Bank
of New York on the business day next succeeding such day, provided that if the
day for which such rate is to be determined is not a Business Day, the Federal
Funds Rate for such day shall be such rate on such transactions on the next
preceding Business Day as so published on the next succeeding Business Day. “Business


 


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Day” shall mean any day other than a Saturday, Sunday
and any day which is a legal holiday under the Laws of the State of New York or
is a day on which banking institutions located in the State of New York are
authorized or required by Law or other governmental action to close.


 


4.             Reimbursements. In addition
to the Fee, Investors, Holdings and the Company hereby jointly and
severally agree, at the direction of Vestar, to pay directly or reimburse
Vestar for its reasonable Out-of-Pocket Expenses incurred after the Effective
Time in connection with the services provided to Investors, Holdings and the
Company (and their subsidiaries) pursuant to Paragraph 2 hereof. For the
purposes of this Agreement, the term “Out of Pocket Expenses” shall mean
the amounts paid by or on behalf of Vestar in connection with the services
contemplated hereby, including reasonable (i) fees and disbursements of
any independent professionals and organizations, including independent auditors
and outside legal counsel, investment bankers or other financial advisors or
consultants, (ii) costs of any outside services or independent
contractors, such as financial printers, couriers, business publications or
similar services, and (iii) transportation, per diem, telephone calls,
word processing expenses or any similar expense not associated with its
ordinary operations. All reimbursements for Out-of-Pocket Expenses shall be
made promptly upon or as soon as practicable after presentation by Vestar of
the statement in connection therewith.


 


5.             Indemnification. Investors,
Holdings and the Company hereby jointly and severally agree to indemnify and
hold harmless Vestar, and its affiliates and partners, members, officers,
directors, employees, agents, representatives and stockholders (each being an “Indemnified
Party”) from and against any and all losses, claims, damages and
liabilities of whatever kind or nature, joint or several, absolute, contingent
or consequential, to which such Indemnified Party may become subject under any
applicable federal or state law, or any claim made by any third party, or
otherwise, to the extent they relate to or arise out of the services
contemplated by this Agreement or the engagement of Vestar pursuant to, and the
performance by Vestar of the services contemplated by, this Agreement.
Investors, Holdings and the Company hereby jointly and severally agree to
reimburse any Indemnified Party for all reasonable costs and expenses
(including reasonable attorneys’ fees and expenses) as they are incurred in
connection with the investigation of, preparation for or defense of any pending
or threatened claim for which the Indemnified Party would be entitled to
indemnification under the terms of the previous sentence, or any action or
proceeding arising therefrom, whether or not such Indemnified Party is a party
hereto. Investors, Holdings and the Company will not be liable under the
foregoing indemnification provision to the extent that any loss, claim, damage,
liability, cost or expense is determined by a court, in a final judgment from
which no further appeal may be taken, to have resulted primarily from the gross
negligence or willful misconduct of Vestar. None of Investors, Holdings and the
Company shall be obligated to make any payment to Vestar hereunder unless and
until the Effective Time has occurred.


 


6.             Term. This
Agreement shall become effective as of the Effective Time and shall terminate
upon the earlier to occur of (i) the termination of the Merger Agreement,
(ii) such time after the Effective Time as Vestar Capital Partners V,
L.P., a Delaware limited partnership, and the partners therein and the
affiliates thereof, in the aggregate, hold directly or indirectly through
Investors and Holdings, or otherwise, less than 20% of the voting power of the
Company’s outstanding voting stock, (iii) the consummation of an initial
Public Offering (as defined in the Securityholders Agreement dated
February 21, 2008 by and among Investors and


 


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the parties thereto; hereinafter the “Securityholders Agreement”),
or (iv) a Sale of the Company (as defined in the Securityholders
Agreement). The provisions of Paragraphs 4, 5, 7 and 8 and the joint and
several obligation of Investors, Holdings and the Company to pay Fees accrued
during the term of this Agreement pursuant to Section 2 shall survive the
termination of this Agreement.


 


7.             Permissible
Activities. Nothing herein shall in any way preclude Vestar or
its partners, members, officers, employees or affiliates from engaging in any
business activities or from performing services for its or their own account or
for the account of others, including for companies that may be in competition
with the business conducted by the Company.


 


8.             General.


 


(a)           No amendment or waiver of any provision of this
Agreement, or consent to any departure by either party from any such provision,
shall in any event be effective unless the same shall be in writing and signed
by the parties to this Agreement and then such amendment, waiver or consent
shall be effective only in the specific instance and for the specific purpose
for which given.


 


(b)           Any and all notices hereunder shall, in the absence
of receipted hand delivery, be deemed duly given when mailed, if the same shall
be sent by registered or certified mail, return receipt requested, and the
mailing date shall be deemed the date from which all time periods pertaining to
a date of notice shall run. Notices shall be addressed to the parties at the
following addresses:


 


	
  If to Vestar:

  	
   

  	
  Vestar Capital Partners

  245 Park Avenue, 41st Floor

  New York, New York 10167

  Attention: General Counsel

   

  
	
  If to Investors, Holdings 

  or the Company:

  	
   

  	
  Radiation Therapy Investments, LLC

  c/o Vestar Capital Partners V, L.P.

  245 Park Avenue, 41st Floor

  New York, NY 10167

  Attention: James L. Elrod, Jr.

  Facsimile: (212) 808-4922

   

  
	
  In any case,

  with copies to:

   

  	
   

  	
  Kirkland & Ellis

  Citigroup Center

  153 E. 53rd Street

  New York, NY 10022

  Attention: Michael Movsovich

  Facsimile: (212) 446-4900

  



 


(c)           This Agreement shall constitute the entire Agreement
between the parties with respect to the subject matter hereof, and shall
supersede all previous oral and written (and


 


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all contemporaneous oral) negotiations, commitments, agreements and
understandings relating hereto.


 


(d)           THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED
AND ENFORCED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK APPLICABLE
TO CONTRACTS MADE AND TO BE PERFORMED THEREIN. THE PARTIES TO THIS AGREEMENT
HEREBY AGREE TO SUBMIT TO THE EXCLUSIVE JURISDICTION OF THE FEDERAL AND STATE
COURTS LOCATED IN THE STATE OF NEW YORK IN ANY ACTION OR PROCEEDING ARISING OUT
OF OR RELATING TO THIS AGREEMENT. This Agreement shall inure to the benefit of,
and be binding upon, Vestar, the Indemnified Parties, Investors, Holdings,
the Company and their respective successors and assigns.


 


(e)           EACH PARTY TO THIS AGREEMENT HEREBY WAIVES, TO THE
FULLEST EXTENT PERMITTED BY LAW, ANY RIGHT TO TRIAL BY JURY OF ANY CLAIM,
DEMAND, ACTION, OR CAUSE OF ACTION (A) ARISING UNDER THIS AGREEMENT OR
(B) IN ANY WAY CONNECTED WITH OR RELATED OR INCIDENTAL TO THE DEALINGS OF
THE PARTIES HERETO IN RESPECT OF THIS AGREEMENT OR ANY OF THE TRANSACTIONS
RELATED HERETO, IN EACH CASE, WHETHER NOW EXISTING OR HEREAFTER ARISING,
AND WHETHER IN CONTRACT, TORT, EQUITY OR OTHERWISE


 


(f)            This Agreement may be executed in two or more
counterparts, and by different parties on separate counterparts, each set of
counterparts showing execution by all parties shall be deemed an original, but
all of which shall constitute one and the same instrument.


 


(g)           The waiver by any party of any breach of this
Agreement shall not operate as or be construed to be a waiver by such party of
any subsequent breach.


 


 


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IN WITNESS WHEREOF, the
parties have caused this Management Agreement to be executed and delivered by
their duly authorized officers or agents as set forth below.


 


	
   

  	
  VESTAR CAPITAL PARTNERS

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Jack M. Feder, Esq.

  
	
   

  	
   

  	
  Name:

  	
  Jack M. Feder, Esq.

  
	
   

  	
   

  	
  Title:

  	
  Managing Director and General Counsel

  
	
   

  	
   

  	
   

  
	
   

  	
  RADIATION THERAPY SERVICES, INC.

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  	
   

  
	
   

  	
   

  	
  Title:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  RADIATION THERAPY SERVICES HOLDINGS, INC.

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  	
   

  
	
   

  	
   

  	
  Title:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  RADIATION THERAPY INVESTMENTS, LLC

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  	
   

  
	
   

  	
   

  	
  Title:

  	
   

  



 

















 


IN WITNESS WHEREOF, the
parties have caused this Management Agreement to be executed and delivered by
their duly authorized officers or agents as set forth below.


 


	
   

  	
  VESTAR CAPITAL PARTNERS

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Jack M. Feder, Esq.

  
	
   

  	
   

  	
  Title:

  	
  Managing Director and General Counsel

  
	
   

  	
   

  	
   

  
	
   

  	
  RADIATION THERAPY SERVICES, INC.

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ David N.T. Watson

  
	
   

  	
   

  	
  Name:

  	
  David
  N.T.Watson

  
	
   

  	
   

  	
  Title:

  	
  Chief Financial Officer

  
	
   

  	
   

  	
   

  
	
   

  	
  RADIATION THERAPY SERVICES HOLDINGS, INC.

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  	
   

  
	
   

  	
   

  	
  Title:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  RADIATION THERAPY INVESTMENTS, LLC

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  	
   

  
	
   

  	
   

  	
  Title:

  	
   

  



 

















 


IN WITNESS WHEREOF, the parties have caused this
Management Agreement to be executed and delivered by their duly authorized
officers or agents as set forth below.


 


	
   

  	
  VESTAR CAPITAL PARTNERS

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Jack M. Feder, Esq.

  
	
   

  	
   

  	
  Title:

  	
  Managing Director and General Counsel

  
	
   

  	
   

  	
   

  
	
   

  	
  RADIATION THERAPY SERVICES, INC.

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  	
   

  
	
   

  	
   

  	
  Title:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  RADIATION THERAPY SERVICES HOLDINGS, INC.

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Eric L. Russell

  
	
   

  	
   

  	
  Name:

  	
  Eric L. Russell

  
	
   

  	
   

  	
  Title:

  	
  Vice President

  
	
   

  	
   

  	
   

  
	
   

  	
  RADIATION THERAPY INVESTMENTS, LLC

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Eric L. Russell

  
	
   

  	
   

  	
  Name:

  	
  Eric L. Russell

  
	
   

  	
   

  	
  Title:

  	
  Vice President