Exhibit 10.24


 


CONSTRUCTION SUBLEASE


 


CENTRAL MASSACHUSETTS COMPREHENSIVE CANCER CENTER, LLC


as
the Sublandlord


 


TO


 


THERIAC ENTERPRISES OF HARRINGTON, LLC


as
the Subtenant


 

















 


CONSTRUCTION SUBLEASE


 


THIS
CONSTRUCTION SUBLEASE (the “Sublease”) is made as of the “Effective
Date” (defined in Section 21 below), by and among Central Massachusetts
Comprehensive Cancer Center, LLC, a Massachusetts limited liability company
having its principal office at 2234 Colonial Blvd., Fort Myers, Florida 33907 (“CMCC”),
Theriac Enterprises of Harrington, LLC, a Florida limited liability company,
having its principal office at 5292 Summerlin Commons Way, Suite 1103,
Attn: Cathy Newkirk Fort Myers, Florida 33907 (“Theriac”), and
Harrington Memorial Hospital, Inc., a Massachusetts nonprofit corporation,
having its principal office at 100 South Street, Southbridge, Massachusetts
01550 (“Harrington”).


 


W I T N E S S E T H:


 


WHEREAS, CMCC is the
ground tenant under that certain Ground Lease of even date (the “Ground
Lease”), with Harrington Memorial Hospital, Inc., a Massachusetts
nonprofit corporation (“Harrington”), as ground landlord, a copy of
which is attached hereto as Exhibit “A”. Capitalized terms used but
not defined in this Assignment shall have the meaning ascribed thereto in the
Ground Lease; and


 


WHEREAS, pursuant to
the Ground Lease, CMCC has the right and the obligation to develop and
construct, the Project as described in the Ground Lease on the Land containing
approximately 2.1551 acres in Southbridge, Massachusetts as more particularly
described on Exhibits A and B to the Ground Lease (the “Demised
Premises”); and


 


WHEREAS, CMCC desires
to sublease to Theriac the Demised Premises and to have Theriac develop and
construct the Project, at its sole cost, pursuant to the terms, conditions,
covenants and agreements set forth below.


 


NOW,
THEREFORE, in consideration of $10.00 Dollars, the rents to
be paid hereunder, and of the terms, conditions, covenants and agreements
hereinafter contained, the receipt and sufficiency of which are hereby
acknowledged, CMCC and Theriac hereby agree as follows:


 


SECTION 1.             TERMS OF GROUND LEASE INCORPORATED:


 


Unless specified otherwise,
all of the terms of the Ground Lease shall be incorporated by reference into
this Sublease in their entirety; however, in the event of any conflicting terms
between this Sublease and the Ground Lease, the terms of this Sublease shall
control.


 


SECTION 2.             SUBLEASE OF DEMISED PREMISES AND TERM:


 


CMCC hereby subleases unto
Theriac, and Theriac hereby takes and hires from CMCC, the Demised Premises and
all rights related thereto and assumes the obligations of CMCC, all as more
particularly described in the Ground Lease, subject to all of the terms and
conditions contained in this Sublease. This Sublease shall be effective as of
the Effective Date but the term


 


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of this Sublease (the “Term”)
shall commence on the Commencement Date of the Ground Lease and shall expire
two (2) days before the thirtieth (30th) anniversary of the Commencement Date, unless
sooner terminated as provided herein. Theriac shall have no right to extend the
Term.


 


SECTION 3.             RENT:


 


During the Term, in lieu of
paying any base rent, additional rent, or any other charges, fees and or
assessments for the Demised Premises, Theriac has agreed to develop and
construct the Project at its sole cost and expense. Harrington and CMCC
acknowledge and agree that they will both receive substantial benefit from the
development and construction of the Project and that Theriac’s undertaking of
such construction is sufficient consideration for receiving “free” rent.


 


SECTION 4.             CONSTRUCTION OF PROJECT:


 


A.        Theriac, at its sole cost
and expense, will develop and construct the Project within the Demised Premises
in accordance with the Plans and Specifications and in compliance with all
applicable laws, ordinances, by-laws, codes, rules and regulations of all
federal, state, county and municipal governments (including, without
limitation, the Americans with Disabilities Act 42 U.S.C. Section 12101 et
seq. environmental, building, safety and zoning laws), and all
directions, rules and regulations of the fire marshal, health officer,
building inspector and other officers of the governmental agencies having
jurisdiction over the Demised Premises, and with such standards established
from time to time by each insurance underwriter, inspection bureau and similar
agency, including the Board of Fire Underwriters (“Applicable Laws”).
Any material changes to the Plans and Specifications shall require the prior
written approval of Harrington which approval shall not be unreasonably
withheld or delayed. For purposes of this Sublease, (i) a “material change”
shall mean a modification or series of modifications to the Plans and Specifications
which exceed One Hundred Thousand Dollars ($100,000.00) in construction costs
or any change by more than 5% in the square footage of the Building; and (ii) Harrington
shall have five (5) business days to approve any such material change(s) from
the date of delivery of Theriac’s written request for approval containing the
details of the proposed modifications.


 


B.         Theriac shall perform all
work in connection with the Project in a first class workmanlike and
expeditious manner using first class materials. In the event of material
shortages and/or rapid increase in cost, Theriac shall have the right to
substitute “like kind” materials as needed provided such substituted materials
are of similar quality.


 


C.         Theriac agrees that, with
respect to its construction of the Project, it will (i) not interfere with
the operation of the Hospital or any work being performed by Harrington or any
other person(s) in or about the Hospital, (ii) comply with all
reasonable procedures and regulations prescribed by Harrington, from time to
time, for the coordination of the construction of the Project and activities
with the operation of the Hospital and any other work being performed by
Harrington or any other construction in the Hospital; and (iii) conform to
all of Harrington’s reasonable regulations with respect to construction and
labor and not do or permit anything to be done that might create (or hinder the
cessation of) any work stoppage, picketing or


 


3

















 


other labor disruption or
dispute. Conversely, Harrington agrees that, with respect to its operation of
the Hospital or any work being performed by Harrington or any other person(s) in
or about the Hospital, it will (i) not interfere with the construction of
the Project, (ii) comply with all reasonable procedures and regulations
prescribed by Theriac, from time to time, necessary for the construction of the
Project; and (iii) conform to all of Theriac’s reasonable regulations with
respect to construction and labor and not do or permit anything to be done that
might create (or hinder the cessation of) any work stoppage, picketing or other
labor disruption or dispute.


 


D.        Theriac shall be required to
use its reasonable best efforts to limit its construction activities to the
Demised Premises, including the storage of construction materials, supplies and
equipment within the Demised Premises and securing the same at the end of each
day, it being the intent to minimize interference with the operation of the
Hospital. Notwithstanding the foregoing, Theriac shall be entitled to use the
Hospital property adjacent to the Demised Premises when necessary in order to
facilitate the timely construction of the Building and Improvements. Theriac
shall provide Harrington with no less than twenty four (24) hours advance
notice if it must so utilize any portion of the Hospital’s property. Theriac
and Harrington shall be required to repair, replace or restore any damage to
property owned by the other if such damage is caused by Theriac, Harrington or
any of their contractors.


 


E.         Upon completion of the
Project, Theriac shall deliver to Harrington a copy of a certificate of
occupancy for the Building.


 


F.         Until the expiration of the
Term or sooner termination of this Sublease, title to, and ownership of, the
Project (including the Building and Improvements) shall vest in Theriac. Upon
the expiration or sooner termination of this Sublease, Theriac’s title to and
ownership of the Project (including the Building and Improvements) shall
automatically terminate and absolute and unconditional title to and ownership
of the Project (including the Building and Improvements) shall automatically
Vest in Harrington free and clear of all interests of Theriac and without any
payment therefor and Harrington’s title thereto shall be unlimited.


 


G.         The Ground Lease contains
the representations, warranties and covenants of and describes the duties of
Harrington and CMCC thereunder, Upon notice from Theriac of Harrington’s
failure to perform or its breach of a representation or warranty, CMCC shall so
notify Harrington and demand performance or rectification in accordance with
the terms of the Ground Lease.


 


H.        Theriac has entered or will
enter into a construction contract for the construction of the Project (the “GC
Contract”) with a general contractor having experience in the construction
of projects similar to the Project. Theriac shall use its reasonable best
efforts to obtain all possible warranties and guaranties under the GC Contract
protecting against defects in workmanship and materials (“Contractor
Warranties”) which are standard for construction contracts in Worcester
County, Massachusetts. Upon delivery of the premises within the Building to
CMCC and Harrington under the Facility Lease and Office Lease, respectively,
Theriac shall assign to CMCC all of Theriac’s rights under the GC Contract,
including, without limitation, all Contractor Warranties and all manufacturers’
warranties and guaranties.


 


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SECTION 5.             UTILITIES AND OTHER SERVICES:


 


Upon completion of the
Project, the tenants of the Building will be responsible for obtaining and
paying all costs for the provision of all utilities and services for their
leased premises, including, without limitation, electricity, water, gas, fuel,
sewer and trash pickup and removal.


 


SECTION 6.             TAXES AND OPERATING EXPENSES:


 


Theriac shall have no
responsibility whatsoever to pay any taxes, assessments or operating expenses
relating to the Demised Premises, the Building or Improvements (excluding
permit fees and other costs specifically outlined in the Ground Lease).


 


SECTION 7.             INSURANCE; INDEMNITIES:


 


A.        Theriac, at its sole cost
and expense, shall only be responsible to procure and continue in full force
and effect during construction of the Project the “builder’s risk” insurance,
in the amounts and subject to the terms as specified in the Ground Lease.


 


B.         Theriac shall indemnify,
defend and save Harrington and CMCC harmless from and against any and all
claims, actions, damages, liability and expense in connection with loss of
life, personal injury and/or damage to or destruction of property arising from
or out of any occurrence in, upon or at the Demised Premises, or any part
thereof, or the occupancy or use by Theriac of the Demised Premises or any part
thereof, or occasioned wholly or in part by any act or omission of Theriac, its
agents, contractors, employees, servants, lessees or concessionaires, except
which result from Harrington’s or CMCC’s negligence or willful misconduct.
Harrington and CMCC shall indemnify, defend and save Theriac harmless from and
against any and all claims, actions, damages, liability and expense in
connection with loss of life, personal injury and/or damage to or destruction
of property arising from or out of any occurrence in, upon or at the Demised
Premises occasioned in whole or in part by any negligent act or omission by
Harrington or CMCC, their agents, contractors, employees, servants or
concessionaires except which result from Theriac’s negligence or willful
misconduct. In case the indemnifying party shall be made a party to any
litigation commenced by or against the other party, then such other party shall
protect and hold the indemnified party harmless and pay all costs and attorney’s
fees incurred by the indemnified party in connection with such litigation, and
any appeals thereof. The defaulting party shall also pay all costs, expenses
and reasonable attorney’s fees that may be incurred or paid by the other party
in enforcing the covenants and agreements in this Sublease.


 


This indemnity shall survive
the termination of this Sublease.


 


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SECTION 8.             ASSIGNMENT AND SUBLETTING:


 


A.        Except for the Facility
Lease and the Office Lease, Theriac may not further sublet its interest in this
Sublease without the prior written consent of Harrington and CMCC, which
consent may be withheld in their sole and absolute discretion;


 


B.         Notwithstanding the
foregoing, after the completion of construction of the Project, if the Facility
Lease or the Office Lease either expires or is terminated, Theriac, may
sublease any portion of the Building (which is not subject to a validly
existing lease) without having to obtain the consent of either CMCC, provided
that such sublease shall be for a Permitted Use and shall not result in a
violation of any of the terms, conditions or restrictions of the Ground Lease
and such sublease shall be approved by Harrington.


 


C.         Notwithstanding anything to
the contrary contained in this Sublease and/or the Ground Lease, after the
completion of the Project and the commencement of the Facility Lease and the
Office Lease, Theriac may assign its interests in the Demised Premises arising
under this Sublease and the Ground Lease without obtaining the consent of
either Harrington or CMCC. Harrington and CMCC acknowledge and agree that this
provision is a material inducement for Theriac to enter into the agreements
contained in the Ground Lease, this Sublease, the Facility Lease and the Office
Lease.


 


SECTION 9.             QUIET ENJOYMENT:


 


CMCC and Harrington covenant
that Theriac may peaceably and quietly have, hold and enjoy the Demised
Premises throughout the Term, subject to the terms and conditions provided in
this Sublease and the Ground Lease.


 


SECTION 10.          NOTICES:


 


Every notice, approval,
consent or other communication authorized or required by this Sublease will not
be effective unless served in writing and sent by United States registered or
certified mail, return receipt requested, or Federal Express or other
nationally recognized overnight courier service, directed to CMCC, Harrington
or Theriac, as the case may be, at the notice address for each first set forth
in the Ground Lease or such other address as either party may designate by
written notice from time to time as provided herein. Notice will be deemed
served when received or receipt is refused.


 


SECTION 11.          EVENTS OF
DEFAULT; REMEDIES:


 


A.        Prior to substantial
completion of the Project, the occurrence of one or more of the following will
constitute an event of default by Theriac:


 


(i)     In the event that Theriac
should fail to complete construction of the Project in accordance with the
Plans and Specifications and in compliance with all Applicable Laws by


 


6

















 


the Completion Deadline
Date, subject to Harrington’s and CMCC’s performance of their obligations under
the Ground Lease and this Sublease;


 


(ii)        If Theriac shall default in
the performance of or compliance with any of the covenants, agreements, terms
or conditions contained in this Sublease or which apply to Theriac pursuant to
the terms of the Ground Lease (including, but not limited to any failure of
Theriac not to act in accordance with the Community Benefits Standard, as
defined in Article IV of the Ground Lease) and such default shall continue
for a period of thirty (30) days after written notice thereof from CMCC, or, in
the case of a default, although curable, which cannot with due diligence be
cured within such period of thirty (30) days, Theriac fails to proceed
continuously and with all due diligence within such period of thirty (30) days
to commence to cure the same and thereafter to prosecute the curing of such
default continuously and with all due diligence within ninety (90) days after
the original written notice of default;


 


(iii)       If Theriac shall file a
voluntary petition in bankruptcy or shall be adjudicated a bankrupt or
insolvent or shall file any petition or answer seeking any reorganization,
arrangement, recapitalization, readjustment, liquidation, dissolution or
similar relief under any present or future Bankruptcy Code or other bankruptcy
law or any other present or future applicable federal, state or other statute
or law, or shall seek or consent to the appointment of any trustee, receiver or
liquidator of Theriac or of all or any substantial part of its properties or of
the Demised Premises, or shall make an assignment for the benefit of creditors;


 


(iv)      If within sixty (60) days
after the commencement of any proceedings against Theriac seeking any
reorganization, arrangement, recapitalization, readjustment, liquidation,
dissolution or similar relief under the present or any future Bankruptcy Code
or other bankruptcy law or any other present or future applicable Federal,
state or other statute or law, such proceedings shall not have been dismissed,
or if, within sixty (60) days after the appointment, without the consent of
Theriac, of any trustee, receiver or liquidator of Theriac, or of all or any
substantial part of the Demised Premises, such appointment shall not have been
vacated or stayed on appeal or otherwise, or within sixty (60) days after the
expiration of any such stay such appointment shall not have been vacated; or


 


(v)       Except as otherwise
expressly permitted herein, any lien shall be filed of record against the
Demised Premises, or Harrington’s reversion or other interest in the Demised
Premises, the Buildings or Improvements, or any portion of the Hospital and
such lien shall not be dismissed or bonded within thirty (30) days following
written notice thereof to Theriac.


 


B.        In the event of Theriac’s
default hereunder beyond any applicable grace period, CMCC will have whatever
rights are available to CMCC at law or in equity, including, without
limitation, the right to seek specific performance, injunctive or other
equitable relief or remedies. However, upon substantial completion of the
Project, neither CMCC nor Harrington shall be entitled to terminate this
Sublease or divest Theriac’s rights or interests in the Demised Premises, the
Building or Improvements for any reason whatsoever.


 


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SECTION 12.          BROKER:


 


A.        CMCC hereby represents and
warrants to Theriac that CMCC has not engaged or dealt with any agent, broker
or finder in regard to this Sublease, CMCC hereby indemnifies Theriac and
agrees to hold Theriac free and harmless from and against any and all
liability, loss, cost, damage and expense, including, but not limited to,
attorneys’ fees and costs of litigation both prior to and on appeal, which
Theriac shall ever suffer or incur because of any claim by any agent, broker or
finder engaged by CMCC, whether or not meritorious, for any fee, commission or
other compensation with respect to this Sublease.


 


B.         Theriac hereby represents
and warrants to CMCC that Theriac has not engaged or dealt with any agent,
broker or finder in regard to this Sublease. Theriac hereby indemnifies CMCC
and agrees to hold CMCC free and harmless from and against any and all liability,
loss, cost, damage and expense, including, but not limited to, attorneys’ fees
and costs of litigation both prior to and on appeal, which CMCC shall ever
suffer or incur because of any claim by any agent, broker or finder engaged by
Theriac, whether or not meritorious, for any fee, commission or other
compensation with respect to this Sublease.


 


SECTION 13.          RIGHT OF
ENTRY:


 


Both Harrington and CMCC may
at reasonable times after reasonable notice (except in the event of an
emergency) and in such a manner as not to disturb Theriac’s operations in a
material fashion, enter the Demised Premises and the Project to inspect the
Premises when necessary for its safety or preservation.


 


SECTION 14.          BINDING
EFFECT; SUCCESSORS AND ASSIGNS:


 


All of the provisions hereof
shall bind and inure to the benefit of the parties hereto, their respective
heirs, legal representatives, successors and assigns.


 


SECTION 15.          DEALING
WITH HARRINGTON:


 


A.        CMCC agrees to submit to
Harrington a request for Harrington’s consent or authorization, when such
consent is required under the Ground Lease.


 


B.         In the event that CMCC is in
default under the Ground Lease and Harrington has elected to terminate the
Ground Lease, then Harrington shall provide written notice of such termination
and this Sublease and the Ground Lease shall merge (as set forth in Section 15.10
of the Ground Lease). Notwithstanding the foregoing, Theriac shall not be
obligated to cure any default of CMCC, including, but not limited to, the
payment of any sums which came due prior to Theriac receiving written notice
from Harrington of such termination and merger.


 


C.         Except as expressly stated
to the contrary in this Sublease, Theriac shall comply with the Ground Lease in
all respects as it applies to the Demised Premises and the Project and shall
perform all of the obligations applicable to CMCC thereunder for the direct
benefit of


 


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SECTION 18.          WAIVER OF
JURY TRIAL:


 


The parties hereby
irrevocably waive trial by jury in any and every action or proceeding brought
by either of the parties hereto against the other on any matters whatsoever
arising out of or in any way connected with this Sublease, the relationship of
Harrington and/or CMCC and Theriac, Theriac’s use or occupancy of the Premises,
and any claim for injury or damage.


 


SECTION 19.          CONFIDENTIALITY:


 


CMCC agrees that all
information concerning Theriac’s affairs shall remain confidential and shall
not be divulged or published by CMCC, except to the mortgagee of the Premises
under the Ground Lease, or Harrington, if disclosure is required by the terms
of the Ground Lease


 


SECTION 20.          REPRESENTATIONS
AND WARRANTIES:


 


A.       Theriac hereby warrants and
represents to CMCC and Harrington that as of the date hereof:


 


(i)         No Litigation. There are no
material suits, actions or proceedings pending, or, to the best of the
knowledge of Theriac, threatened against or affecting Theriac before or by any
court or administrative agency or officer, and Theriac is not in material
default with respect to any judgment, order, writ, injunction, rule or
regulation of any court or governmental agency or officer to which either may
be subject which in any way affect the transactions provided for herein or the
ability of Theriac to perform its obligations hereunder.


 


(ii)        Power and Authority. Theriac have
full right, power and capacity to enter into this Sublease and to carry out the
transactions contemplated hereby, and the execution and delivery of this
Sublease and the consummation of the transactions contemplated hereby have not
resulted, and will not result, (with or without the lapse of time, the giving
of notice, or both) in a conflict with or constitute a default under any
agreement, contract or other instrument to which Theriac is a party.


 


(iii)       Due Execution of Sublease. Theriac is a
duly organized and validly existing limited liability company under the laws of
the State of Florida, duly qualified to do business in the Commonwealth of
Massachusetts; the execution and delivery of this Sublease and the consummation
of the transactions contemplated hereby, has been authorized by all necessary
action and has not resulted and will not result (with or without the lapse of
time, the giving of notice or both) in any breach of, or in a conflict with any
of the terms or provisions of the certificate of organization or the Operating
Agreement of Theriac; and the Sublease is binding and enforceable against
Theriac in accordance with its terms subject to bankruptcy, insolvency and
other similar debtors’ rights laws.


 


B.       CMCC hereby warrants and
represents to Harrington and Theriac that as of the date hereof:


 


9






 










 


(i)                          No Litigation.
There are no material suits, actions or proceedings pending, or, to the best of
the knowledge of CMCC, threatened against or affecting CMCC before or by any
court or administrative agency or officer, and CMCC is not in material default with
respect to any judgment, order, writ, injunction, rule or regulation of
any court or governmental agency or officer to which either may be subject
which in any way affect the transactions provided for herein or the ability of
CMCC to perform its obligations hereunder.


 


(ii)                       Power and
Authority. CMCC has full right, power and capacity to enter into this Sublease
and to carry out the transactions contemplated hereby, and the execution and
delivery of this Sublease and the consummation of the transactions contemplated
hereby have not resulted, and will not result, (with or without the lapse of
time, the giving of notice, or both) in a conflict with or constitute a default
under any agreement, contract or other instrument to which CMCC is a party.


 


(iii)                    Due Execution of Sublease.
CMCC is a duly organized and validly existing limited liability company under
the laws of the Commonwealth of Massachusetts; the execution and delivery of
this Sublease and the consummation of the transactions contemplated hereby, has
been authorized by all necessary action and has not resulted and will not
result (with or without the lapse of time, the giving of notice or both) in any
breach of, or in a conflict with any of the terms or provisions of the
certificate of organization or the Operating Agreement of CMCC; and the
Sublease is binding and enforceable against CMCC in accordance with its terms
subject to bankruptcy, insolvency and other similar debtors’ rights laws.


 


C.                       Harrington
hereby warrants and represents to CMCC and Theriac that as of the date hereof:


 


(i)                          No Litigation.
There are no material suits, actions or proceedings pending, or, to the best of
the knowledge of Harrington, threatened against or affecting Harrington before
or by any court or administrative agency or officer, and Harrington is not in
material default with respect to any judgment, order, writ, injunction, rule or
regulation of any court or governmental agency or officer to which either may
be subject which in any way affect the transactions provided for herein or the
ability of Harrington to perform its obligations hereunder.


 


(ii)                       Power and
Authority. Harrington has full right, power and capacity to enter into this
Sublease and to carry out the transactions contemplated hereby, and the
execution and delivery of this Sublease and the consummation of the
transactions contemplated hereby have not resulted, and will not result, (with
or without the lapse of time, the giving of notice, or both) in a conflict with
or constitute a default under any agreement, contract or other instrument to
which Harrington is a party.


 


(iii)                    Due Execution of Sublease,
Harrington is a duly organized and validly existing non-profit corporation
under the laws of the Commonwealth of Massachusetts; the execution and delivery
of this Sublease and the consummation of the transactions contemplated hereby,
has been authorized by all necessary action and has not resulted and will not
result (with or without the lapse of time, the giving of notice or both) in any
breach of, or in a conflict with any of the terms or provisions of the articles
of incorporation or the Shareholder’s Agreement of


 


10

















 


Harrington; and the Sublease
is binding and enforceable against Harrington in accordance with its terms
subject to bankruptcy, insolvency and other similar debtors’ rights laws.


 


SECTION 21.                               EFFECTIVE DATE:


 


The “Effective Date”
shall mean the date this Sublease has been executed by Theriac, CMCC and
Harrington without modification or amendment.


 


SECTION 22.                               FINANCING:


 


Theriac shall use its best
efforts to obtain construction and permanent financing for the Project for at
least eighty per cent (80%) of the Project costs (the “Financing”) and
Theriac shall provide sufficient equity funds to pay for the balance of the
Project costs. Theriac shall commence construction of the Project immediately
after execution of this Sublease using its own funds despite the fact that it
does not have a commitment for Financing as of the Execution Date. Theriac shall
use its best efforts to obtain the Financing on terms which (a) do not
require a pre-payment penalty or premium during the construction phase; (b) requires
minimal or no pre-payment penalty or premium for pre-payment after completion
of construction; and (c) allows all insurance proceeds to be used and
applied for the restoration of the Project in the event of a casualty as
required under the terms of the Ground Lease. If required in order to obtain
the Financing, the individual members of Theriac shall personally guaranty
payment and performance of Theriac’s obligations under the Financing on
commercially reasonable terms. If required by the prospective lender in order
to obtain the Financing, Harrington, Theriac and CMCC shall agree to make
commercially reasonable modifications to this Sublease, the Ground Lease, the
Facility Lease and the Office Lease, provided that no such modifications,
singly or in the aggregate, shall materially and adversely affect the
fundamental business terms applicable to each party thereunder. Subject to the
foregoing conditions, in addition, Harrington, Theriac and CMCC shall execute
any and all documentation reasonably necessary for such lender to securitize
all present and future financing related to the Project.


 


END OF
DOCUMENT


See Next Page For Signatures


 


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IN WITNESS
WHEREOF, the parties have caused this Lease to be duly executed on the dates
set forth below.


 


 


HARRINGTON
(as to those provisions applicable to Harrington):


 


HARRINGTON MEMORIAL
HOSPITAL, INC., a Massachusetts non-profit corporation


 


	
  By:

  	
  /s/
  Edward Moore

  	
   

  
	
   

  	
  Edward Moore, as its
  CEO/President

  	
   

  
	
   

  	
   

  
	
  Date:

  	
  9/15/08

  	
   

  



 


 


CMCC:


 


CENTRAL MASSACHUSETTS
COMPREHENSIVE CANCER CENTER, LLC, a


Massachusetts limited
liability company


 


	
  By:

  	
  Its Manager, New England
  Radiation Therapy Management Services, Inc.

  
	
   

  	
   

  
	
  By:

  	
  /s/ Jeffrey A. Pakrosnis

  	
   

  
	
   

  	
  JEFFREY A. PAKROSNIS, as
  its TREASURER

  	
   

  
	
   

  	
   

  
	
  Date:

  	
  9/16/08

  	
   

  



 


 


THERIAC:


 


THERIAC ENTERPRISES OF
HARRINGTON, LLC, a Florida limited liability company


 


	
  By:

  	
  DDM LLC, a Florida limited
  liability company, its Manager 

  	
   

  
	
   

  	
   

  
	
  By: Cheda LLC, a Florida
  limited liability company,

  its Managing Member

  	
   

  
	
   

  	
   

  
	
   By:

  	
  /s/ Daniel E. Dosoretz

  	
   

  
	
   

  	
  Daniel E. Dosoretz, its
  Manager

  	
   

  
	
   

  	
   

  
	
  Date:

  	
  9/12/08

  	
   

  
				



 


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EXHIBIT A


GROUND LEASE