ASSUMPTION AGREEMENT
Exhibit 10.3
ASSUMPTION AGREEMENT
ASSUMPTION AGREEMENT, dated as of September 15, 2015, made by South Florida Medicine, LLC a Florida limited liability company (“SFM”), Associates in Radiation Oncology Services, LLC, a Florida limited liability company (“ARO”), Boynton Beach Radiation Oncology, L.L.C., a Florida limited liability company (“BBRO”), Treasure Coast Medicine, LLC, a Florida limited liability company (“TCM”), SFRO Holdings, LLC, a Florida limited liability company (“SFRO Holdings”) and South Florida Radiation Oncology, LLC, a Florida limited liability company (“SFRO”), and together with SFM, ARO, BBRO, TCM, SFRO Holdings and SFRO, each an “Additional Grantor” and collectively the “Additional Grantors”), in favor of MORGAN STANLEY SENIOR FUNDING, INC. as administrative agent (in such capacity, the “Administrative Agent”) for the banks and other financial institutions (the “Lenders”) parties to the Credit Agreement referred to below. All capitalized terms not defined herein shall have the meaning ascribed to them in such Credit Agreement.
WITNESSETH:
WHEREAS, 21ST CENTURY ONCOLOGY, INC. (the “Borrower”), the Lenders, the Administrative Agent and others have entered into a Credit Agreement, dated as of April 30, 2015 (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”);
WHEREAS, in connection with the Credit Agreement, the Borrower and certain of the Borrower’s affiliates (other than the Additional Grantors) have entered into the Guarantee and Security Agreement, dated as of April 30, 2015 (as amended, supplemented or otherwise modified from time to time, the “Guarantee and Security Agreement”) in favor of the Administrative Agent for the benefit of the Secured Parties;
WHEREAS, the Credit Agreement requires each Additional Grantor to become a party to the Guarantee and Security Agreement; and
WHEREAS, each Additional Grantor has agreed to execute and deliver this Assumption Agreement in order to become a party to the Guarantee and Security Agreement;
NOW, THEREFORE, IT IS AGREED
1. Guarantee and Security Agreement. By executing and delivering this Assumption Agreement, each Additional Grantor, as provided in Section 9.14 of the Guarantee and Security Agreement, hereby becomes a party to the Guarantee and Security Agreement as a Guarantor and Grantor thereunder with the same force and effect as if originally named therein as a Guarantor and Grantor and, without limiting the generality of the foregoing, hereby expressly assumes all obligations and liabilities of a Guarantor and Grantor thereunder. As security for the Obligations (as defined in the Guarantee and Security Agreement), each Additional Grantor hereby grants a security interest in all of the Collateral (as defined in the Guarantee and Security Agreement) to the Administrative Agent. The information set forth in Annex 1-A hereto is hereby added to the information set forth in the Schedules to the Guarantee and Security Agreement. Each Additional Grantor hereby represents and warrants that each of the
representations and warranties contained in Section 4 of the Guarantee and Security Agreement is true and correct in all material respects on and as the date hereof (after giving effect to this Assumption Agreement) as if made on and as of such date.
2. Governing Law. THIS ASSUMPTION AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.
2
IN WITNESS WHEREOF, the undersigned has caused this Assumption Agreement to be duly executed and delivered under seal as of the date first above written.
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| SOUTH FLORIDA MEDICINE, LLC | |
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| ASSOCIATES IN RADIATION ONCOLOGY SERVICES, LLC | |
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| BOYNTON BEACH RADIATION ONCOLOGY, L.L.C. | |
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| TREASURE COAST MEDICINE, LLC | |
|
| SFRO HOLDINGS, LLC | |
|
| SOUTH FLORIDA RADIATION ONCOLOGY, LLC | |
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| By: | /s/ Richard Lewis |
|
| Name: | Richard Lewis |
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| Title: | Authorized Signatory |
3
Annex 1-A
Supplement to Schedule A — Investment Property
(1) Pledged Notes: None.
(2) Pledged Stock:
| Name of Entity |
| Grantor |
| Certificate |
| No. Shares/Interest |
| Percent Owned |
| Percent of |
| Associates in Radiation Oncology Services, LLC |
| SFRO Holdings, LLC |
| N/A |
| Member |
| 100% |
| 100% |
| Boca Radiation Oncology, LLC |
| SFRO Holdings, LLC |
| N/A |
| Member |
| 100% |
| 100% |
| Boynton Beach Radiation Oncology, LLC |
| SFRO Holdings, LLC |
| N/A |
| Member |
| 100% |
| 100% |
| Boynton Beach Real Estate, L.L.C. |
| Treasure Coast Medicine, LLC |
| N/A |
| Member |
| 100% |
| 100% |
| SFM Oncology I, LLC |
| South Florida Medicine, LLC |
| N/A |
| Member |
| 100% |
| 100% |
| SFM Oncology II, LLC |
| South Florida Medicine, LLC |
| N/A |
| Member |
| 100% |
| 100% |
| SFM Oncology III, LLC |
| South Florida Medicine, LLC |
| N/A |
| Member |
| 100% |
| 100% |
| SFM Oncology IV, LLC |
| South Florida Medicine, LLC |
| N/A |
| Member |
| 100% |
| 100% |
| SFM Oncology V, LLC |
| South Florida Medicine, LLC |
| N/A |
| Member |
| 100% |
| 100% |
| SFM Oncology VI, LLC |
| South Florida Medicine, LLC |
| N/A |
| Member |
| 100% |
| 100% |
| SFM Radiation II, LLC |
| South Florida Medicine, LLC |
| N/A |
| Member |
| 100% |
| 100% |
| SFM Radiation III, LLC |
| South Florida Medicine, LLC |
| N/A |
| Member |
| 100% |
| 100% |
| SFM Radiation IV, LLC |
| South Florida Medicine, LLC |
| N/A |
| Member |
| 100% |
| 100% |
| SFM Radiation V, LLC |
| South Florida Medicine, LLC |
| N/A |
| Member |
| 100% |
| 100% |
| SFM Radiation VII, LLC |
| South Florida Medicine, LLC |
| N/A |
| Member |
| 100% |
| 100% |
| SFM Radiation VIII, LLC |
| South Florida Medicine, LLC |
| N/A |
| Member |
| 100% |
| 100% |
| SFM Radiation, LLC |
| South Florida Medicine, LLC |
| N/A |
| Member |
| 100% |
| 100% |
| SFM Surgery I, LLC |
| South Florida Medicine, LLC |
| N/A |
| Member |
| 100% |
| 100% |
| SFM Surgery II, LLC |
| South Florida Medicine, LLC |
| N/A |
| Member |
| 100% |
| 100% |
| SFM Surgery III, LLC |
| South Florida Medicine, LLC |
| N/A |
| Member |
| 100% |
| 100% |
| SFM Surgery IV, LLC |
| South Florida Medicine, LLC |
| N/A |
| Member |
| 100% |
| 100% |
| SFM Surgery IX, LLC |
| South Florida Medicine, LLC |
| N/A |
| Member |
| 100% |
| 100% |
| SFM Surgery V, LLC |
| South Florida Medicine, LLC |
| N/A |
| Member |
| 100% |
| 100% |
| Name of Entity |
| Grantor |
| Certificate |
| No. Shares/Interest |
| Percent Owned |
| Percent of |
| SFM Surgery VI, LLC |
| South Florida Medicine, LLC |
| N/A |
| Member |
| 100% |
| 100% |
| SFM Surgery VII, LLC |
| South Florida Medicine, LLC |
| N/A |
| Member |
| 100% |
| 100% |
| SFM Surgery VIII, LLC |
| South Florida Medicine, LLC |
| N/A |
| Member |
| 100% |
| 100% |
| SFM Surgery X, LLC |
| South Florida Medicine, LLC |
| N/A |
| Member |
| 100% |
| 100% |
| SFM Surgery XI, LLC |
| South Florida Medicine, LLC |
| N/A |
| Member |
| 100% |
| 100% |
| SFM Surgery XII, LLC |
| South Florida Medicine, LLC |
| N/A |
| Member |
| 100% |
| 100% |
| SFM Surgery XV, LLV |
| South Florida Medicine, LLC |
| N/A |
| Member |
| 100% |
| 100% |
| SFM Urology I, LLC |
| South Florida Medicine, LLC |
| N/A |
| Member |
| 100% |
| 100% |
| SFM Urology II, LLC |
| South Florida Medicine, LLC |
| N/A |
| Member |
| 100% |
| 100% |
| SFM Urology III, LLC |
| South Florida Medicine, LLC |
| N/A |
| Member |
| 100% |
| 100% |
| SFM Urology IV, LLC |
| South Florida Medicine, LLC |
| N/A |
| Member |
| 100% |
| 100% |
| SFM Urology IX, LLC |
| South Florida Medicine, LLC |
| N/A |
| Member |
| 100% |
| 100% |
| SFM Urology V, LLC |
| South Florida Medicine, LLC |
| N/A |
| Member |
| 100% |
| 100% |
| SFM Urology VI, LLC |
| South Florida Medicine, LLC |
| N/A |
| Member |
| 100% |
| 100% |
| SFM Urology VII, LLC |
| South Florida Medicine, LLC |
| N/A |
| Member |
| 100% |
| 100% |
| SFM Urology VIII, LLC |
| South Florida Medicine, LLC |
| N/A |
| Member |
| 100% |
| 100% |
| SFM Urology X, LLC |
| South Florida Medicine, LLC |
| N/A |
| Member |
| 100% |
| 100% |
| SFM Urology XI, LLC |
| South Florida Medicine, LLC |
| N/A |
| Member |
| 100% |
| 100% |
| SFM Urology XII, LLC |
| South Florida Medicine, LLC |
| N/A |
| Member |
| 100% |
| 100% |
| SFM Urology XIV, LLC |
| South Florida Medicine, LLC |
| N/A |
| Member |
| 100% |
| 100% |
| SFM Urology XIX, LLC |
| South Florida Medicine, LLC |
| N/A |
| Member |
| 100% |
| 100% |
| SFM Urology XV, LLC |
| South Florida Medicine, LLC |
| N/A |
| Member |
| 100% |
| 100% |
| SFM Urology XVI, LLC |
| South Florida Medicine, LLC |
| N/A |
| Member |
| 100% |
| 100% |
| SFM Urology XVII, LLC |
| South Florida Medicine, LLC |
| N/A |
| Member |
| 100% |
| 100% |
| SFM Urology XVIII, LLC |
| South Florida Medicine, LLC |
| N/A |
| Member |
| 100% |
| 100% |
| SFM Urology XX, LLC |
| South Florida Medicine, LLC |
| N/A |
| Member |
| 100% |
| 100% |
| SFM Urology XXI, LLC |
| South Florida Medicine, LLC |
| N/A |
| Member |
| 100% |
| 100% |
| SFM Urology XXII, LLC |
| South Florida Medicine, LLC |
| N/A |
| Member |
| 100% |
| 100% |
| SFM Urology XXIII, LLC |
| South Florida Medicine, LLC |
| N/A |
| Member |
| 100% |
| 100% |
| SFM Urology XXIV, LLC |
| South Florida Medicine, LLC |
| N/A |
| Member |
| 100% |
| 100% |
| SFM Urology XXV, LLC |
| South Florida Medicine, LLC |
| N/A |
| Member |
| 100% |
| 100% |
| SFM Urology XXVI, LLC |
| South Florida Medicine, LLC |
| N/A |
| Member |
| 100% |
| 100% |
| SFM Urology XXVII, LLC |
| South Florida Medicine, LLC |
| N/A |
| Member |
| 100% |
| 100% |
| SFM Urology XXVIII, LLC |
| South Florida Medicine, LLC |
| N/A |
| Member |
| 100% |
| 100% |
| SFM Urology XXIX, LLC |
| South Florida Medicine, LLC |
| N/A |
| Member |
| 100% |
| 100% |
| South Florida Medicine, LLC |
| SFRO Holdings, LLC |
| N/A |
| 2 Class A Units |
| 100% of Class A Units |
| 100% |
2
| Name of Entity |
| Grantor |
| Certificate |
| No. Shares/Interest |
| Percent Owned |
| Percent of |
| South Florida Radiation Oncology Coconut Creek, LLC |
| SFRO Holdings, LLC |
| N/A |
| Member |
| 100% |
| 100% |
| South Florida Radiation Oncology in Wellington, LLC |
| SFRO Holdings, LLC |
| N/A |
| Member |
| 100% |
| 100% |
| South Florida Radiation Oncology Jupiter, LLC |
| SFRO Holdings, LLC |
| N/A |
| Member |
| 100% |
| 100% |
| South Florida Radiation Oncology Miami, LLC |
| SFRO Holdings, LLC |
| N/A |
| Member |
| 100% |
| 100% |
| South Florida Radiation Oncology PSL, LLC |
| Treasure Coast Medicine, LLC |
| N/A |
| Member |
| 100% |
| 100% |
| South Florida Radiation Oncology WPB, LLC |
| SFRO Holdings, LLC |
| N/A |
| Member |
| 100% |
| 100% |
| South Florida Radiation Oncology, LLC |
| SFRO Holdings, LLC |
| N/A |
| Member |
| 100% |
| 100% |
| Treasure Coast Medicine, LLC |
| SFRO Holdings, LLC |
| N/A |
| Member |
| 100% |
| 100% |
| Treasure Coast Radiation Oncology, LLC |
| Treasure Coast Medicine, LLC |
| N/A |
| Member |
| 100% |
| 100% |
| Boca Oncology Partners, LLC |
| Boca Radiation Oncology, LLC |
| N/A |
| Member |
| 100% |
| 100% |
3
Supplement to Schedule B — Perfection Information
| Loan Party |
| Filing Office |
| SOUTH FLORIDA MEDICINE, LLC |
| Florida Secured Transaction Registry |
| ASSOCIATES IN RADIATION ONCOLOGY SERVICES, LLC |
| Florida Secured Transaction Registry |
| BOYNTON BEACH RADIATION ONCOLOGY, L.L.C. |
| Florida Secured Transaction Registry |
| TREASURE COAST MEDICINE, LLC |
| Florida Secured Transaction Registry |
| SFRO HOLDINGS, LLC |
| Florida Secured Transaction Registry |
| SOUTH FLORIDA RADIATION ONCOLOGY, LLC |
| Florida Secured Transaction Registry |
Supplement to Schedule C — Jurisdictions of Organization
and Chief Executive Office
| Loan Party |
| Jurisdiction of Organization |
| Chief Executive Office |
| South Florida Medicine, LLC |
| Florida |
| 2270 Colonial Blvd |
| Associates in Radiation Oncology Services, LLC |
| Florida |
| 2270 Colonial Blvd |
| Boynton Beach Radiation Oncology, L.L.C. |
| Florida |
| 2270 Colonial Blvd |
| Treasure Coast Medicine, LLC |
| Florida |
| 2270 Colonial Blvd |
| SFRO Holdings, LLC |
| Florida |
| 2270 Colonial Blvd |
| South Florida Radiation Oncology, LLC |
| Florida |
| 2270 Colonial Blvd |
Supplement to Schedule D — Intellectual Property
None.
Supplement to Schedule E — Commercial Tort Claims
None.
