Exhibit 10.104


 


EXECUTION COPY


 


AMENDMENT NO. 1

TO THE SECOND

AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT


 


This
Amendment No. 1 (this “Amendment”) to that certain Second Amended
and Restated Limited Liability Company Agreement of Radiation Therapy
Investments, LLC, dated as of March 25, 2008 (the “LLC Agreement”)
is entered into as of November 24, 2010 (the “Execution Date”).  All capitalized terms used herein and not
otherwise defined shall have the meaning set forth in the LLC Agreement.


 


WHEREAS,
Radiation Therapy Investments, LLC (the “Company”) and its Members entered into
the LLC Agreement on March 25, 2008;


 


WHEREAS,
Section 3.2 of the LLC Agreement provides that the Board of Managers of
the Company (the “Board”) shall have the right to cause the Company to
issue and/or create and issue at any time after the date hereof, and for such
amount and form of consideration as the Board may determine, additional Units
or other Equity Securities of the Company (including issuing additional Class B
Units or Class C Units or creating other classes or series of Units or
other Equity Securities having such powers, designations, preferences and
rights as may be determined by the Board);


 


WHEREAS,
the Board wishes to exercise its right to authorize 5,000.0000 additional
Preferred Units and 25,000.0000 additional Class A Units of the Company in
compliance with Section 3.2 of the LLC Agreement;


 


WHEREAS,
Section 6.10(b)(vi) of the LLC Agreement provides that the Board
shall not, without the prior written consent of the Vestar Group Majority
Holders, do, or cause to be done, or agree to do or cause to be done, the
authorization, issuance or sale of, or the granting of permission to any
Subsidiary to authorize, any Equity Securities or rights to acquire any Equity
Securities other than issuance of any additional Class B and Class C
Units, but without causing the total number of all outstanding Class B and
Class C Units at any time to exceed 13% of the aggregate number of Units
(other than the Preferred Units);


 


WHEREAS,
in compliance with Section 6.10(b)(vi) of the LLC Agreement, the
Board has received the written consent of the Vestar Group Majority Holders,
dated as of November 11, 2010, pursuant to which the Vestar Group Majority
Holders authorize the Board to authorize 5,000.0000 additional Preferred Units
and 25,000.0000 additional Class A Units of the Company;


 


WHEREAS,
Section 9.5 of the LLC Agreement provides that the Board may amend the LLC
Agreement without the consent of any class of Members in order to provide for
the creation and/or issuance of, with the consent of the Vestar Majority
Holders, any other class of units or other securities (whether of an existing
or new class), and to make any such other amendments as it deems necessary or
desirable to reflect such additional issuances and to add parties to this
Agreement as contemplated by the LLC Agreement;


 


WHEREAS,
in compliance with Section 9.5 of the LLC Agreement, the Board desires to
make certain amendments to the LLC Agreement in connection with the
authorization of 


 


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5,000.0000
additional Preferred Units and 25,000.0000 additional Class A Units of the
Company.


 


NOW,
THEREFORE, in consideration of the foregoing recitals, mutual agreements
contained herein and for good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto agree as
follows:


 


1.             Section 3.1 of the LLC
Agreement is hereby deleted and replaced in its entirety as follows:


 


“(a)         Units; Initial Capitalization.  Each Member’s interest in the Company,
including such Member’s interest, if any, in the capital, income, gain, loss,
deduction and expense of the Company and the right to vote, if any, on certain
Company matters as provided in this Agreement shall be represented by units of
limited liability company interest (each a “Unit”).  The Company initially shall have four
authorized classes of Units, designated Preferred Units, Class A Units, Class B
Units and Class C Units, with 532,521.8175 Preferred Units,
10,025,000.0000 Class A Units, 526,262.5000 Class B Units and
967,848.8492 Class C Units authorized for issuance.  On the date hereof, the issued and
outstanding Units consist of 527,521.8175 Preferred Units, 10,000,000.0000 Class A
Units, 505,212.0000 Class B Units and 913,407.3514 Class C
Units.  The ownership by a Unitholder of
Units shall entitle such Unitholder to allocations of profits and losses and
other items and distributions of cash and other property as is set forth in Article IV
and Article V.  The Company
may not issue any fractional Units.”


 


2.             This Amendment is adopted and
approved by the Board in accordance with Section 3.2, Section 6.10(b)(vi) and
Section 9.5 of the LLC Agreement and shall be effective as of the date hereof.  Upon the effectiveness of this Amendment,
each reference in the LLC Agreement to “this Agreement”, “herein”, “hereof” and
words of like import and each reference in the LLC Agreement shall mean the LLC
Agreement as amended hereby.


 


3.             Except as specifically set forth
above, the LLC Agreement shall remain in full force and effect and is hereby
ratified and confirmed.


 


4.             THIS AMENDMENT IS GOVERNED BY AND
SHALL BE CONSTRUED IN ACCORDANCE WITH THE LAW OF THE STATE OF DELAWARE,
EXCLUDING ANY CONFLICT OF LAWS RULE OR PRINCIPLE THAT MIGHT REFER THE
GOVERNANCE OR THE CONSTRUCTION OF THIS AGREEMENT TO THE LAW OF ANOTHER
JURISDICTION.


 


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IN
WITNESS WHEREOF, the undersigned have executed this Amendment as of the
Execution Date.


 


 


	
   

  	
  /s/ Daniel E. Dosoretz

  
	
   

  	
  Daniel E. Dosoretz, M.D.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  /s/ James L. Elrod, Jr.

  
	
   

  	
  James L. Elrod, Jr.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  /s/ Bryan J. Carey

  
	
   

  	
  Bryan J. Carey

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  /s/ Anil Shrivastava

  
	
   

  	
  Anil Shrivastava

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  /s/ Erin L. Russell

  
	
   

  	
  Erin L. Russell

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  /s/ James H. Rubenstein

  
	
   

  	
  James H. Rubenstein, M.D.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  /s/ Howard M. Sheridan

  
	
   

  	
  Howard M. Sheridan, M.D.

  



 


[Signature Page to Amendment No. 1
to the Second Amended and Restated Limited Liability Company
  Agreement of Radiation Therapy
Investments, LLC]