Exhibit
10.93


 


SUPPLEMENT NO. 2 dated as of April 22, 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, Wells, 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.


 


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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.


 


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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.


 


	
   

  	
  PHOENIX MANAGEMENT COMPANY, LLC

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Jeffrey A. Pakrosnis

  
	
   

  	
   

  	
  Name:

  	
  Jeffrey A. Pakrosnis

  
	
   

  	
   

  	
  Title:

  	
  Treasurer

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Legal Name: Phoenix Management Company, LLC

  
	
   

  	
   

  	
  Jurisdiction of Formation: Michigan

  
	
   

  	
   

  	
  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:

  	
   

  
	
   

  	
   

  	
  Name:

  	
   

  
	
   

  	
   

  	
  Title:

  	
   

  
					



 

















 


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.


 


	
   

  	
  PHOENIX MANAGEMENT COMPANY, LLC

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  	
   

  
	
   

  	
   

  	
  Title:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Legal Name: 

  
	
   

  	
   

  	
  Jurisdiction of Formation: 

  
	
   

  	
   

  	
  Location of Chief Executive Office: 

  
	
   

  	
   

  	
   

  
	
   

  	
  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

  
						



 


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Schedule I

to the Supplement No. 2

to the Collateral Agreement


 


CAPITAL STOCK


 


	
  Issuer

  	
   

  	
  Number of

  Certificate

  	
   

  	
  Registered

  Owner

  	
   

  	
  Number and

  Class of

  Capital Stock

  	
   

  	
  Percentage of

  Capital Stock

  	
   

  
	
  Phoenix Management Company

  	
   

  	
  N/A

  	
   

  	
  Michigan Radiation Therapy
  Management Services, 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.


 


VII.          Trademark
Registrations


 


	
  Registered Owner

  	
   

  	
  Type 

  	
   

  	
  Registration

  Number 

  	
   

  	
  Expiration 

  Date

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  



 


None.


 


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VIII.        Trademark Applications


 


	
  Registered Owner

  	
   

  	
  Type 

  	
   

  	
  Registration

  Number 

  	
   

  	
  Date

  Filed

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  



 


None.


 


IX.           Trademark Licenses


 


	
  Licensee

  	
   

  	
  Licensor

  	
   

  	
  Type

  	
   

  	
  Registration 

  Number 

  	
   

  	
  Expiration

  Date

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  



 


None.


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