Exhibit 10.1

AMENDMENT AGREEMENT

This Amendment Agreement, dated as of August 28, 2013 (this “Amendment Agreement”) to the Original Credit Agreement referred to below and is entered into among Radiation Therapy Services, Inc., a Florida corporation (“Borrower”), Radiation Therapy Services Holdings, Inc., a Delaware corporation (“Parent”), the Subsidiaries of the Borrower identified as “Subsidiary Guarantors” on the signature pages hereto (the “Subsidiary Guarantors” together with Parent, the “Guarantors”), the Lenders signatory hereto (the “Lenders”) and Wells Fargo Bank, National Association, in its capacity as administrative agent and collateral agent (in such capacity, the “Administrative Agent”).

W I T N E S S E T H:

WHEREAS, reference is made to that certain credit agreement entered into among the Borrower, Parent, the institutions from time to time party thereto as lenders, the Administrative Agent and the other agents and arrangers named therein on May 10, 2012 (as amended, supplemented or otherwise modified from time to time prior to the date hereof, the “Original Credit Agreement”).  Capitalized terms used herein and not otherwise defined herein shall have the meanings ascribed to them in the Original Credit Agreement.

WHEREAS, Section 10.1 of the Original Credit Agreement provides that the Original Credit Agreement may be amended, modified and waived from time to time; and

WHEREAS, the Borrower has requested that the Administrative Agent and the Lenders party hereto agree to amend the Original Credit Agreement in certain respects as set forth herein and the Lenders party hereto and the Administrative Agent are agreeable to the same, subject to the terms and conditions set forth herein;

NOW, THEREFORE, in consideration of the premises and for other good and valuable consideration (the receipt and sufficiency of which are hereby acknowledged), the parties hereto hereby agree as follows:

Section 1.                          Amendment and Restatement

The Original Credit Agreement is, effective as of the Amendment and Restatement Effective Date (as defined below), hereby amended and restated as set forth in Exhibit A hereto (the Original Credit Agreement as amended hereby, the “Amended and Restated Credit Agreement” or the “Credit Agreement”).

The Original Credit Agreement is, effective as of the Amendment and Restatement Effective Date (as defined below), hereby amended to include Exhibit E-3 in the form attached hereto as Exhibit B.

In addition to those amendments specifically set forth herein, the Exhibits to the Credit Agreement may be modified by the Administrative Agent and the Borrower in order to reflect the existence of the Term Loans (as defined in the Amended and Restated Credit Agreement) and to reflect the other changes to the Original Credit Agreement set forth in this Amendment Agreement.

Schedule 1.1A to the Original Credit Agreement shall be replaced with Schedule 1 to this Amendment Agreement, and other than as specifically referred to above or in the Amended and Restated Credit Agreement, the Exhibits and the Schedules to the Original Credit Agreement shall be the Exhibits and Schedules to the Amended and Restated Credit Agreement.

Section 2.                          Term Loans

Subject to the next sentence and the terms and conditions hereof and of the Amended and Restated Credit Agreement, each Person signatory hereto that is identified on the signature pages hereof as a “Term Lender” shall make a term loan in Dollars on the Amendment and Restatement Effective Date in an aggregate principal amount equal to the amount of its Term Loan Commitment set forth opposite such Person’s name on Schedule 1 hereto (a “Term Loan”); provided that, with respect to any Term Lender that was a Lender under the Credit Agreement immediately prior to giving effect to the Amendment and Restatement Effective Date, such Term Lender’s obligation to fund in cash the Term Loan to be funded by such Lender shall, with respect to such Term Lender’s ratable portion of the Revolving Loans outstanding immediately prior to giving effect to this Amendment in amount not to exceed $40,000,000 in the aggregate, be reduced by the principal amount of such Revolving Loans of such Term Lender, and such Revolving Loans of such Term Lender shall be converted into Term Loans as of the Amendment and Restatement Effective Date. Amounts repaid or prepaid on account of the Term Loans may not be reborrowed.

Section 3.                          Reduction of Revolving Commitments

The Commitments of the Revolving Lenders (as defined in the Amended and Restated Credit Agreement) shall be reduced on a pro rata basis on the Amendment and Restatement Effective date as set forth in Section 2.9(b) of the Amended and Restated Credit Agreement. The parties hereto hereby waive the requirements of Section 2.6(a) of the Original Credit Agreement with respect to a reduction in Commitments.  On the Amendment and Restatement Effective Date after giving effect to this Amendment Agreement, the Commitment of each Revolving Lender shall be as set forth opposite such Revolving Lender’s name on Schedule 1 hereto.

Section 4.                          Amendment to the Guaranty and Collateral Agreement

Effective as of the Amendment and Restatement Effective Date, the Guaranty and Collateral Agreement is hereby amended as follows:

(a)                                 The following defined terms shall be added to Section 1.02 of the Guaranty and Collateral Agreement in alphabetical order:

“Qualified ECP Guarantor” means, at any time, each Loan Party with total assets exceeding $10,000,000 or that qualifies at such time as an “eligible contract participant” under the Commodity Exchange Act and can cause another person to qualify as an “eligible contract participant” at such time under §1a(18)(A)(v)(II) of the Commodity Exchange Act.

“Specified Loan Party” means any Loan Party that is not an “eligible contract participant” under the Commodity Exchange Act (determined prior to giving effect to Section 2.07).

(b)                                 The definition of “Secured Obligations” in the Guaranty and Collateral Agreement is hereby amended and restated in its entirety as follows:

“Secured Obligations” means collectively, (a) the Obligations, (b) the due and punctual payment and performance in full of all obligations of each Loan Party to the applicable Qualified Counterparty under each Secured Swap Agreement and (c) the due and punctual payment and performance of all obligations of the Loan Parties (including overdrafts and related liabilities) to the applicable Cash Management Bank under each Secured Cash Management Agreement; provided that the “Secured Obligations” shall exclude any Excluded Swap Obligations.

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(c)                                  The following new Section 2.07 shall be added to the Guaranty and Collateral Agreement:

“Section 2.07.                    Keepwell. Each Loan Party that is a Qualified ECP Guarantor at the time the Guaranty or the grant of the security interest under the Loan Documents, in each case, by any Specified Loan Party, becomes effective with respect to any Secured Swap Obligation, hereby jointly and severally, absolutely, unconditionally and irrevocably undertakes to provide such funds or other support to each Specified Loan Party with respect to such Secured Swap Obligation as may be needed by such Specified Loan Party from time to time to honor all of its obligations under this Agreement and the other Loan Documents in respect of such Secured Swap Obligation (but, in each case, only up to the maximum amount of such liability that can be hereby incurred without rendering such Qualified ECP Guarantor’s obligations and undertakings under this Article II voidable under applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations and undertakings of each Qualified ECP Guarantor under this Section shall remain in full force and effect until the Obligations have been paid in full. Each Qualified ECP Guarantor intends this Section 2.07 to constitute, and this Section 2.07 shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of, each Specified Loan Party for all purposes of the Commodity Exchange Act.”

(d)                                 Section 5.02 of the Guaranty and Collateral Agreement is hereby amended and restated in its entirety and replaced with the following:

“Application of Proceeds.  The Collateral Agent shall apply the proceeds of any collection or sale of Collateral pursuant to this Article V, including any Collateral consisting of cash, as follows:

FIRST, to the payment of all fees, costs and expenses and indemnities incurred by the Collateral Agent and the Administrative Agent in connection with such collection or sale or otherwise in connection with this Agreement, any other Loan Document or any of the Secured Obligations, including all court costs and the fees and expenses of its agents and legal counsel, the repayment of all advances made by the Collateral Agent hereunder or under any other Loan Document on behalf of any Grantor and any other costs or expenses incurred in connection with the exercise of any right or remedy hereunder or under any other Loan Document;

SECOND, to the payment in full of the Revolving Obligations then due and payable (other than any Letters of Credit that have been Cash Collateralized in an aggregate amount equal to 103% of the L/C Exposure) (the amounts so applied to be distributed among the Secured Parties pro rata in accordance with the amounts of the Revolving Obligations owed to them on the date of any such distribution);

THIRD, to Cash Collateralize the outstanding Letters of Credit in an aggregate amount equal to 103% of the L/C Exposure;

FOURTH, to the payment in full of the Term Loan Obligations then due and payable (the amounts so applied to be distributed among the Secured Parties pro rata in accordance with the amounts of the Term Loan Obligations then due and payable owed to them on the date of any such distribution); and

FIFTH, to the Grantors, their successors or assigns, or as a court of competent jurisdiction may otherwise direct.

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The Collateral Agent shall have sole and absolute discretion as to the time of application of any such proceeds, moneys or balances in accordance with this Agreement.  Upon any sale of Collateral by the Collateral Agent (including pursuant to a power of sale granted by statute or under a judicial proceeding), the receipt of the Collateral Agent or of the officer making the sale shall be a sufficient discharge to the purchaser or purchasers of the Collateral so sold and such purchaser or purchasers shall not be obligated to see to the application of any part of the purchase money paid over to the Collateral Agent or such officer or be answerable in any way for the misapplication thereof.

The parties to each Loan Document (including each Loan Party) irrevocably agree that the terms of this “Application of Proceeds” section will survive, and will continue in full force and effect and be binding upon each of the parties hereto, in any proceeding referred to in Section 8(f) of the Credit Agreement, and such parties will not challenge the foregoing.”

Section 5.                          Conditions Precedent to the Effectiveness of this Amendment Agreement

This Amendment Agreement shall become effective as of the date (the “Amendment and Restatement Effective Date”, which the parties acknowledge is August 29, 2013) when, and only when, the following conditions precedent have been satisfied:

(a)                                 Administrative Agent shall have received (x) counterparts of this Amendment Agreement, duly executed by (1) the Borrower, (2) each Guarantor and (3) the Administrative Agent, (4) each Revolving Lender and (5) each of the Term Lenders (as defined in the Amended and Restated Credit Agreement).

(b)                                 No Default or Event of Default exists and is continuing or would exist immediately after giving effect to the transactions contemplated by this Amendment Agreement.

(c)                                  As of the Amendment and Restatement Effective Date and after giving effect to the transactions contemplated by this Amendment Agreement, the representations and warranties (x) set forth in Section 4 of the Credit Agreement are true and correct in all material respects as of the date hereof (except for those which expressly relate to an earlier date, in which case they shall be true and correct in all material respects as of such earlier date) and (y) set forth in Section 6 below are true and correct in all material respects, in each case, to the extent such covenant or other agreement is not already subject to a “materiality” or “Material Adverse Effect” qualifier on and as of such date as if made on and as of such date (other than representations and warranties which speak only as of a certain date, which representations and warranties shall be made only on such date).

(d)                                 The Administrative Agent shall have received a completed “Life-of-Loan” Federal Emergency Management Agency standard flood hazard determination with respect to each Mortgaged Property and, if located in a Special Flood Hazard Area, together with a notice about special flood hazard area status and flood disaster assistance duly executed by the Borrower and if applicable, each Loan Party relating thereto (it being understood that all documents required to be delivered pursuant to this Section 5(d) have been delivered prior to the date hereof).

(e)                                  The Administrative Agent shall have received a copy of, or a certificate as to coverage under, and a declaration page relating to, the property insurance policies required by Section 6.5 of the Credit Agreement (including, without limitation, flood insurance policies) and the applicable provisions of the Security Documents, each of which shall be endorsed or otherwise amended to include a “standard” or “New York” lender’s loss payable or mortgagee endorsement (as applicable) and (ii) shall be otherwise in form and substance satisfactory to the

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Administrative Agent (it being understood that all documents required to be delivered pursuant to this Section 5(e) have been delivered prior to the date hereof).

(f)                                   All accrued and unpaid (i) interest on the Revolving Loans and Swingline Loans and (ii) commitment fees pursuant to Section 2.8(a) of the Original Credit Agreement, in each case as of the Amendment and Restatement Effective Date, shall have been (or shall substantially simultaneously with the Amendment and Restatement Effective Date be) paid.

(g)                                  Each Revolving Lender shall have received, if requested by it at least three (3) Business Days prior to the Restatement Effective Date, one or more replacement Notes payable to the order of such Revolving Lender duly executed by the Borrower in substantially the form of Exhibit E-1 to the Original Credit Agreement with such modifications as are deemed appropriate by the Borrower and the Administrative Agent to reflect the reduction in such Revolving Lender’s Commitments set forth in Section 3 of this Amendment Agreement, evidencing such Revolving Lenders’ Commitments, as reduced; provided that such Revolving Lender shall have returned to the Borrower any Revolving Note held by it prior to the Amendment and Restatement Effective Date.

(h)                                 Each Term Lender executing this Amendment as a “Term Lender” shall have received, if requested by it at least three (3) Business Days prior to the Restatement Effective Date, one or more Notes payable to the order of such Term Lender duly executed by the Borrower in substantially the form of Exhibit E-3 to the Amended and Restated Credit Agreement.

(i)                                     The Administrative Agent shall have received a certificate of the Borrower (on behalf of the Loan Parties) certifying (A) that the (x) organizational documents and (y) agreement of limited partnership, operating agreement or bylaws of each Loan Party previously delivered to the Administrative Agent have not been amended since such date of delivery or to the extent such organizational documents, agreement of limited partnership, operating agreement or bylaws have been so amended, that a true and correct copy thereof, including all amendments thereto, is attached thereto and that such organizational documents are in full force and effect; and (B) that attached thereto is a true and complete copy of resolutions duly adopted by the Board of Directors of each Loan Party authorizing the execution, delivery and performance of the Loan Documents to which it is to be a party and, in the case of the Borrower, the borrowings thereunder, and that such resolutions have not been modified, rescinded or amended and are in full force and effect; and (C) a good standing certificate with respect to the Borrower, dated as of a reasonably recent date on or prior to the Restatement Effective Date issued by the Secretary of State in the jurisdiction of its organization.

(j)                                    The Administrative Agent shall have received the following executed legal opinions:

(1)              the legal opinion of Kirkland & Ellis LLP, counsel to Parent, the Borrower and certain other Loan Parties, in form and substance reasonably acceptable to the Administrative Agent; and

(2)              the legal opinions of the special counsel to Parent, the Borrower and certain other Loan Parties in the jurisdictions reasonably acceptable to the Administrative Agent.

(k)                                 The Borrower shall have paid to the Administrative Agent, for the account of each Term Lender party to this Amendment Agreement on the Amendment and Restatement

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Effective Date, an amount equal to 2.50% of the aggregate principal amount of the Term Loan Commitment set forth opposite such Person’s name on Schedule 1 hereto (such amount the “Initial Yield Payment”).  Such Initial Yield Payment will be in all respects fully earned, due and payable on the Amendment and Restatement Effective Date and non-refundable and non-creditable thereafter. The parties acknowledge and agree that for tax purposes only the Initial Yield Payment shall be treated as a payment described in Treas. Reg. Section 1.1273-2(g)(2) (but not as a payment for property or for services provided by the lender).

Section 6.                          Representations and Warranties

On and as of the Amendment and Restatement Effective Date, after giving effect to the transactions contemplated by this Amendment Agreement, the Borrower hereby represents and warrants to the Administrative Agent and each Lender as follows:

(a)                                 this Amendment Agreement has been duly authorized, executed and delivered by the Loan Parties and constitutes the legal, valid and binding obligation of the Loan Parties enforceable against the Loan Parties in accordance with its terms and the Loan Documents, as amended by this Amendment Agreement, constitute the legal, valid and binding obligations of the Borrower enforceable against the Borrower in accordance with their respective terms; and

(b)                                 No consent, approval, authorization or offer of, or filing, registration or qualification with, any court or governmental authority or third party is required by the Borrower in connection with the execution, delivery or performance by such Person of this Amendment Agreement.

Section 7.                          Real Estate Matters

(a)                                 Within sixty (60) days after the Amendment and Restatement Effective Date, unless extended by the Collateral Agent in its sole discretion, the Borrower shall deliver or cause to be delivered to the Collateral Agent, with respect to each applicable existing Mortgaged Property, the following:

(i)                                     with respect to each applicable existing Mortgage encumbering Mortgaged Property, an amendment (each a “Mortgage Amendment”) duly executed and acknowledged by the applicable Loan Party, and in form for recording in the recording office where each such Mortgage was recorded, together with such certificates, affidavits, questionnaires or returns as shall be required in connection with the recording or filing thereof under applicable law, in each case in form and substance reasonably satisfactory to the Collateral Agent;

(ii)                                  with respect to each Mortgage Amendment, an endorsement to the existing Title Policy assuring the Collateral Agent that the Mortgage, as amended by the Mortgage Amendment, is a valid and enforceable first priority lien on such Mortgaged Property in favor of the Collateral Agent for the benefit of the Secured Parties free and clear of all Liens except those Liens created or permitted by the Mortgage or by the Collateral Agent, and such Mortgage Policy shall otherwise be in form and substance reasonably satisfactory to the Collateral Agent;

(iii)                               with respect to each Mortgage Amendment, opinions of local counsel to the Loan Parties, which opinions (x) shall be addressed to Administrative Agent and each of the Secured Parties, (y) shall cover (i) the due authorization, execution and delivery of such Mortgage Amendment and (ii) the enforceability of the respective Mortgage as amended by the Mortgage

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Amendment, and (z) shall be in form and substance reasonably satisfactory to the Administrative Agent;

(iv)                              with respect to each Mortgaged Property, such affidavits, certificates, information and instruments of indemnification as shall be required to induce the title insurance company to issue the endorsement to Title Policy contemplated in subparagraph (ii) of this Section 7; and

(v)                                 evidence reasonably acceptable to the Collateral Agent of payment by the appropriate Loan Party of all applicable title insurance premiums, search and examination charges and related charges, mortgage recording taxes, fees, charges, costs and expenses required for the recording of the Mortgage Amendments and issuance of the endorsements to Title Policies referred to in subparagraph (ii) of this Section 7.

Section 8.                          Reference to and Effect on the Loan Documents

(a)                                 As of the Amendment and Restatement Effective Date, each reference in the Credit Agreement to “this Agreement,” “hereunder,” “hereof,” “herein,” or words of like import, and each reference in the other Loan Documents to the Credit Agreement (including, without limitation, by means of words like “thereunder,” “thereof” and words of like import), shall mean and be a reference to the Credit Agreement as amended and restated hereby, and this Amendment Agreement and the Amended and Restated Credit Agreement shall be read together and construed as a single instrument.

(b)                                 As of the Amendment and Restatement Effective Date and after giving effect to the transactions contemplated by this Amendment Agreement, Borrower hereby acknowledges that it has received and reviewed a copy of the Amended and Restated Credit Agreement and acknowledges and agrees to be bound by all covenants, agreements and acknowledgments in the Amended and Restated Credit Agreement and any other Loan Document to which it is a party and to perform all obligations and duties required of it by the Amended and Restated Credit Agreement.

(c)                                  Except as expressly amended hereby or specifically waived above, all of the terms and provisions of the Credit Agreement and all other Loan Documents are and shall remain in full force and effect and are hereby ratified and confirmed.

(d)                                 The execution, delivery and effectiveness of this Amendment Agreement shall not, except as expressly provided herein, operate as a waiver of any right, power or remedy of the Lenders, the Borrower or the Administrative Agent under any of the Loan Documents, nor constitute a waiver or amendment of any other provision of any of the Loan Documents or for any purpose except as expressly set forth herein.

(e)                                  This Amendment Agreement shall constitute a Loan Document under the terms of the Amended and Restated Credit Agreement.

Section 9.                          Acknowledgement of Guarantors and Reaffirmation

The Guarantors acknowledge and consent to all terms and conditions of this Amendment Agreement and agree that this Amendment Agreement, the transactions contemplated hereby and all documents executed in connection herewith do not operate to reduce or discharge the Guarantors’ obligations under the Loan Documents.

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Each Loan Party hereby (i) expressly acknowledges the terms of this Amendment Agreement and the Amended and Restated Credit Agreement, (ii) ratifies and affirms after giving effect to this Amendment Agreement and the Amended and Restated Credit Agreement its obligations under the Loan Documents (including guarantees and security agreements) executed by such Loan Party and (iii) after giving effect to this Amendment Agreement and the transactions contemplated hereby, acknowledges, renews and extends its continued liability under all such Loan Documents and agrees such Loan Documents remain in full force and effect, as amended hereby and in the Amended and Restated Credit Agreement.  Each Loan Party hereby (a) affirms and confirms its guarantees, pledges, grants and other commitments under the Security Documents and (b) agrees that, notwithstanding the effectiveness of this Amendment, (i) each Security Document, as amended hereby, shall continue to be in full force and effect and (ii) all guarantees, pledges, grants and other commitments thereunder shall continue to be in full force and effect with respect to the Obligations (as the Obligations are modified pursuant to this Amendment Agreement and the transactions contemplated hereby) and shall accrue to the benefit of the Secured Parties.  Each of the Loan Parties further agrees to take any action that may be required or that is reasonably requested by the Administrative Agent to effect the purposes of this Amendment Agreement, the transactions contemplated hereby or the Loan Documents and hereby reaffirms its obligations under each provision of each Loan Document to which it is party.

Section 10.                   Costs and Expenses

The Borrower agrees to pay all reasonable out-of-pocket costs and expenses of the Administrative Agent in connection with the preparation, reproduction, execution and delivery of this Amendment Agreement and the transactions contemplated hereby (including, without limitation, the reasonable fees and out-of-pocket expenses of counsel for the Administrative Agent with respect thereto) in accordance with Section 10.5 of the Credit Agreement.

Section 11.                   Execution in Counterparts

This Amendment Agreement may be executed in any number of counterparts and by different parties in separate counterparts, each of which when so executed shall be deemed to be an original and all of which taken together shall constitute one and the same agreement.  Signature pages may be detached from multiple separate counterparts and attached to a single counterpart so that all signature pages are attached to the same document.  Delivery of an executed counterpart by facsimile or other electronic transmission (including Adobe pdf file) shall be effective as delivery of a manually executed counterpart of this Amendment Agreement.

Section 12.                   Lender Signatures

Each Lender that signs a signature page to this Amendment Agreement shall be deemed to have approved this Amendment Agreement and shall be further deemed for the purposes of the Loan Documents to have approved this Amendment Agreement.  Each Lender signatory to this Amendment Agreement agrees that such Lender shall not be entitled to receive a copy of any other Lender’s signature page to this Amendment, but agrees that a copy of such signature page may be delivered to the Borrower and the Administrative Agent.

Section 13.                   Governing Law

THIS AMENDMENT AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF LAW TO THE EXTENT THAT

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THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION WILL BE REQUIRED THEREBY.

Section 14.                   Section Titles

The section titles contained in this Amendment Agreement are and shall be without substantive meaning or content of any kind whatsoever and are not a part of the agreement between the parties hereto, except when used to reference a section.  Any reference to the number of a clause, subclause or subsection of any Loan Document immediately followed by a reference in parenthesis to the title of the section of such Loan Document containing such clause, subclause or subsection is a reference to such clause, subclause or subsection and not to the entire section; provided, however, that, in case of direct conflict between the reference to the title and the reference to the number of such section, the reference to the title shall govern absent manifest error.  If any reference to the number of a section (but not to any clause, subclause or subsection thereof) of any Loan Document is followed immediately by a reference in parenthesis to the title of a section of any Loan Document, the title reference shall govern in case of direct conflict absent manifest error.

Section 15.                   Notices

All communications and notices hereunder shall be given as provided in the Amended and Restated Credit Agreement.

Section 16.                   Severability

The fact that any term or provision of this Amendment Agreement is held invalid, illegal or unenforceable as to any person in any situation in any jurisdiction shall not affect the validity, enforceability or legality of the remaining terms or provisions hereof or the validity, enforceability or legality of such offending term or provision in any other situation or jurisdiction or as applied to any person.

Section 17.                   Successors

The terms of this Amendment Agreement shall be binding upon, and shall inure to the benefit of, the Lenders, the parties hereto and their respective successors and permitted assigns.

Section 18.                   Waiver of Jury Trial

EACH OF THE PARTIES HERETO IRREVOCABLY WAIVES TRIAL BY JURY IN ANY ACTION OR PROCEEDING WITH RESPECT TO THIS AMENDMENT AGREEMENT OR ANY OTHER LOAN DOCUMENT.

[Signature pages follow.]

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IN WITNESS WHEREOF, the parties hereto have caused this Amendment Agreement to be executed by their respective officers thereunto duly authorized, as of the date first written above.

[RTS - Amendment Agreement]

21ST CENTURY ONCOLOGY SERVICES, INC.

21ST CENTURY ONCOLOGY MANAGEMENT SERVICES, INC.

21ST CENTURY ONCOLOGY OF ALABAMA, LLC

21ST CENTURY ONCOLOGY OF HARFORD COUNTY MARYLAND, LLC

21ST CENTURY ONCOLOGY OF JACKSONVILLE, LLC

21ST CENTURY ONCOLOGY OF KENTUCKY, LLC

21ST CENTURY ONCOLOGY OF NEW JERSEY, INC.

21ST CENTURY ONCOLOGY OF PENNSYLVANIA, INC.

21ST CENTURY ONCOLOGY OF PRINCE GEORGES COUNTY, MARYLAND, LLC

21ST CENTURY ONCOLOGY OF SOUTH CAROLINA, LLC

21ST CENTURY ONCOLOGY, LLC

AHLC, LLC

AMERICAN CONSOLIDATED TECHNOLOGIES, L.L.C.

ARIZONA RADIATION THERAPY MANAGEMENT SERVICES, INC.

ASHEVILLE CC, LLC

ATLANTIC UROLOGY CLINICS, LLC

AURORA TECHNOLOGY DEVELOPMENT, LLC

BERLIN RADIATION THERAPY TREATMENT CENTER, LLC

CALIFORNIA RADIATION THERAPY MANAGEMENT SERVICES, INC.

CAROLINA RADIATION AND CANCER TREATMENT CENTER, LLC

CAROLINA REGIONAL CANCER CENTER, LLC

DERM-RAD INVESTMENT COMPANY, LLC

DEVOTO CONSTRUCTION OF SOUTHWEST FLORIDA, INC.

FINANCIAL SERVICES OF SOUTHWEST FLORIDA, LLC

GETTYSBURG RADIATION, LLC

GOLDSBORO RADIATION THERAPY SERVICES, INC.

JACKSONVILLE RADIATION THERAPY SERVICES, LLC

MARYLAND RADIATION THERAPY MANAGEMENT SERVICES, LLC

MICHIGAN RADIATION THERAPY MANAGEMENT SERVICES, INC.

NEVADA RADIATION THERAPY MANAGEMENT SERVICES, INCORPORATED

[RTS - Amendment Agreement]

NEW ENGLAND RADIATION THERAPY MANAGEMENT SERVICES, INC.

NEW YORK  RADIATION THERAPY MANAGEMENT SERVICES, LLC

NORTH CAROLINA RADIATION THERAPY MANAGEMENT SERVICES, LLC

PHOENIX MANAGEMENT COMPANY, LLC

RADIATION THERAPY SCHOOL FOR RADIATION THERAPY TECHNOLOGY, INC.

RADIATION THERAPY SERVICES INTERNATIONAL, INC.

SAMPSON ACCELERATOR, LLC

SAMPSON SIMULATOR, LLC

WEST VIRGINIA RADIATION THERAPY SERVICES, INC.

as Subsidiary Guarantors

[RTS - Amendment Agreement]

[RTS - Amendment Agreement]

Exhibit A

[Amended and Restated Credit Agreement]

AMENDED AND RESTATED CREDIT AGREEMENT

Dated as of August 28, 2013

among

RADIATION THERAPY SERVICES HOLDINGS, INC.,

RADIATION THERAPY SERVICES, INC.,
as Borrower,

The Several Lenders from Time to Time Parties Hereto

and

WELLS FARGO BANK, NATIONAL ASSOCIATION,
as Administrative Agent, Collateral Agent, Issuing Bank and Swingline Lender,

SUNTRUST BANK,
as Syndication Agent

GENERAL ELECTRIC CAPITAL CORPORATION,
as Documentation Agent

WELLS FARGO SECURITIES, LLC,

SUNTRUST ROBINSON HUMPHREY, INC.,
MORGAN STANLEY SENIOR FUNDING, INC.,

as Joint Lead Arrangers

and

WELLS FARGO SECURITIES, LLC,
SUNTRUST ROBINSON HUMPHREY, INC.
MORGAN STANLEY SENIOR FUNDING, INC.,
as Joint Bookrunners

Cahill Gordon & Reindel LLP
80 Pine Street
New York, NY 10005

TABLE OF CONTENTS

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ii

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SCHEDULES:

1.1A                                              Commitments

1.1C                                              Unrestricted Subsidiaries

1.1E                                               Existing Investments

4.4                                                       Consents, Authorizations, Filings and Notices

4.6                                                       Litigation

4.8                                                       Real Property

4.9                                                       Licenses

4.15(a)                                 Organizational Structure

4.15(b)                                 Subsidiaries

4.19(a)                                 UCC Filing Jurisdictions

4.22                                                Insurance

4.24                                                Brokers’ Fees

7.2(c)                                         Existing Indebtedness

10.2                                                Borrower’s Website

EXHIBITS:

A                                                               Form of Assignment and Assumption

B                                                               Form of Borrowing Notice

C                                                               Form of Interest Election Request

D                                                               Form of Guaranty and Collateral Agreement

E-1                                                     Form of Revolving Note

E-2                                                     Form of Swingline Note

E-3                                                     Form of Term Note

F                                                                 [RESERVED]

G                                                               [RESERVED]

H                                                              Form of Compliance Certificate

I-1                                                        Form of United States Tax Compliance Certificate for Foreign Lenders Who Are Not Partnerships for U.S. Federal Income Tax Purposes

I-2                                                        Form of United States Tax Compliance Certificate for Foreign Lenders Who Are Partnerships for U.S. Federal Income Tax Purposes

I-3                                                        Form of United States Tax Compliance Certificate for Non-U.S. Participants Who Are Not Partnerships for U.S. Federal Income Tax Purposes

I-4                                                        Form of United States Tax Compliance Certificate for Non-U.S. Participants Who Are Partnerships for U.S. Federal Income Tax Purposes

J                                                                   [RESERVED]

K                                                              Form of Account Designation Notice

L                                                                Form of Mortgage

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AMENDED AND RESTATED CREDIT AGREEMENT (as amended, restated, supplemented or otherwise modified from time to time in accordance with the terms hereof, this “Agreement”) dated as of August 28, 2013, among Radiation Therapy Services Holdings, Inc., a Delaware corporation (together with its successors, “Parent”), Radiation Therapy Services, Inc., a Florida corporation (together with its successors, the “Borrower”), the several banks and other financial institutions or entities from time to time parties to this Agreement (the “Lenders”) and Wells Fargo Bank, National Association (“Wells Fargo”), as administrative agent, collateral agent, issuing bank and swingline lender.

RECITALS

WHEREAS, pursuant to the Amendment Agreement, the parties hereto have agreed to amend and restate in its entirety the Original Credit Agreement and to replace it in its entirety with this Agreement on the terms and subject to the conditions set forth herein.  This Agreement is the Amended and Restated Credit Agreement contemplated by the Amendment Agreement.

NOW, THEREFORE, in consideration of the premises and the agreements hereinafter set forth, the parties hereto hereby agree as follows:

SECTION 1

DEFINITIONS

1.1.                            Defined Terms.  As used in this Agreement, the terms listed in this Section 1.1 shall have the respective meanings set forth in this Section 1.1.

“ABR”:  shall mean, for any day, a rate per annum equal to the greatest of (a) the Prime Rate in effect on such day, (b) the Federal Funds Effective Rate in effect on such day plus ½ of 1%, (c) the Eurodollar Rate for an Interest Period of one month beginning on such day (or if such day is not a Business Day, the immediately preceding Business Day) plus 1.0% and (d) solely with respect to the Term Loans, 2.0%.  For purposes hereof, “Prime Rate”:  shall mean the rate of interest per annum publicly announced from time to time by Wells Fargo as its prime rate (the Prime Rate not being intended to be the lowest or best rate of interest charged by Wells Fargo, in connection with extensions of credit to debtors).  Any change in the ABR due to a change in the Prime Rate or the Federal Funds Effective Rate shall be effective as of the opening of business on the effective day of such change in the Prime Rate or the Federal Funds Effective Rate, respectively.

“ABR Loans”:  shall mean Loans the rate of interest applicable to which is based upon the ABR.

“Accepting Lender”: shall have the meaning set forth in Section 2.25.

“Account Designation Notice”:  shall mean the Account Designation Notice dated as of the Closing Date from the Borrower to the Administrative Agent in substantially the form attached to the Original Credit Agreement as Exhibit K.

“Acquired EBITDA”:  shall mean, with respect to any Acquired Entity or Business for any period, the amount for such period of Consolidated EBITDA of such Acquired Entity or Business, all as determined on a consolidated basis for such Acquired Entity or Business.

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“Acquired Entity or Business”:  shall mean any Person, property, business or asset acquired (other than in the ordinary course of business) during a period (but not the Acquired EBITDA of any related Person, business or assets to the extent not so acquired), to the extent not subsequently sold, transferred or otherwise disposed of by the acquiring Person or its Subsidiaries during such period.

“Acquired Indebtedness” means Indebtedness of a Person or any of its Subsidiaries existing at the time such Person becomes a Restricted Subsidiary of the Borrower or at the time it merges or consolidates with or into the Borrower or any of its Subsidiaries or assumed in connection with the acquisition of assets from such Person and in each case not incurred by such Person in connection with, or in anticipation or contemplation of, such Person becoming a Restricted Subsidiary of the Borrower or such acquisition, merger or consolidation.

“Adjustment Date”:  shall have the meaning set forth in the definition of Pricing Grid.

“Administrative Agent”:  shall mean Wells Fargo, as the administrative agent for the Lenders under this Agreement and the other Loan Documents, together with any of its successors permitted under Section 9.

“Administrative Agent Fee Letter” shall mean the letter dated the Closing Date between the Administrative Agent and the Borrower relating to certain fees payable to the Administrative Agent in its capacity as such.

“Affiliate” means, with respect to any specified Person, any other Person who directly or indirectly through one or more intermediaries controls, or is controlled by, or is under common control with, such specified Person.  The term “control” means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a Person, whether through the ownership of voting securities, by contract or otherwise; and the terms “controlling” and “controlled” have meanings correlative of the foregoing.

“Agents”:  shall mean the collective reference to the Joint Lead Arrangers, the Joint Bookrunners, the Syndication Agent, the Documentation Agent, the Collateral Agent and the Administrative Agent.

“Aggregate Exposure”:  shall mean, with respect to any Lender at any time, an amount equal to the sum of (i) the aggregate then unpaid principal amount of such Lender’s Term Loans and (ii) the amount of such Lender’s Commitment then in effect or, if the Commitments of the Lenders have been terminated, the amount of such Lender’s Extensions of Credit then outstanding.

“Aggregate Exposure Percentage”:  shall mean, with respect to any Lender at any time, the ratio (expressed as a percentage) of such Lender’s Aggregate Exposure at such time to the Aggregate Exposure of all Lenders at such time.

“Agreement”:  shall have the meaning set forth in the preamble.

“Amendment Agreement” means that certain Amendment Agreement to this Agreement dated as of August 28, 2013 entered into among Borrower, Parent, the Subsidiary Guarantors, the Lenders signatory thereto and the Administrative Agent.

“Amendment and Restatement Effective Date” has the meaning set forth in the Amendment Agreement.

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“Applicable Cash” means at any date the aggregate amount of unrestricted cash and Cash Equivalents of (x) Borrower, (y) the Subsidiary Guarantors and (z) to the extent not exceeding the percentage of the outstanding Capital Stock of such Domestic Subsidiary held (directly or indirectly) by Borrower at such date, any Domestic Subsidiary that is not a Subsidiary Guarantor (other than Medical Developers and its Subsidiaries); provided further that no cash or Cash Equivalents may be included in this clause (z) if such Domestic Subsidiary is prohibited from distributing the cash or Cash Equivalents to the Borrower by the terms of any Contractual Obligation (other than any Loan Document) or Requirement of Law applicable to such Domestic Subsidiary and such Domestic Subsidiary is prohibited from making intercompany loans of its cash to Borrower or a Subsidiary Guarantor; provided further that, for so long as the OnCure Notes are outstanding, Applicable Cash shall not include cash or Cash Equivalents of OnCure or any of its Subsidiaries.

“Applicable Margin”:  shall mean (x) with respect to Term Loans which are (a) Eurodollar Loans, 6.50% per annum and (b) ABR Loans, 5.50% per annum and (y) with respect to Revolving Loans, the Applicable Margin will be determined pursuant to the Pricing Grid.

“Applicable Percentage”:  shall mean, as to any Lender at any time, the percentage which such Lender’s Commitment then constitutes of the Total Commitments or, at any time after the Commitments shall have expired or terminated, the percentage which the aggregate principal amount of such Lender’s Revolving Loans then outstanding constitutes of the aggregate principal amount of the Revolving Loans then outstanding, provided that, in the event that the Revolving Loans are paid in full prior to the reduction to zero of the Total Extensions of Credit, the Applicable Percentages shall be determined in a manner designed to ensure that the other outstanding Extensions of Credit shall be held by the Lenders on a comparable basis.

“Applicable Sum” means, as of any date, the Applicable Cash as of such date plus the Available Commitments of all the Revolving Lender as of such date.

“Application”:  shall mean an application, in such form as the Issuing Bank may reasonably specify from time to time, requesting the Issuing Bank to open a Letter of Credit.

“Approved Fund”:  shall mean any Fund that is administered or managed by (a) a Lender, (b) an Affiliate of a Lender or (c) an entity or an Affiliate of an entity that administers or manages a Lender.

“Asset Acquisition”: shall mean (1) an Investment by the Borrower or any Restricted Subsidiary of the Borrower in any other Person pursuant to which such Person shall become a Restricted Subsidiary of the Borrower or any Restricted Subsidiary of the Borrower, or shall be merged with or into the Borrower or any Restricted Subsidiary of the Borrower, or (2) the acquisition by the Borrower or any Restricted Subsidiary of the Borrower of the assets of any Person (other than a Restricted Subsidiary of the Borrower) which constitute all or substantially all of the assets of such Person or comprises any division or line of business of such Person or any other properties or assets of such Person other than in the ordinary course of business.

“Asset Sale”:  shall mean any direct or indirect sale, issuance, conveyance, transfer, lease (other than operating leases entered into in the ordinary course of business), assignment or other voluntary transfer for value of any property of the Borrower or any property of any Restricted Subsidiary of the Borrower by the Borrower or any of its Restricted Subsidiaries (including any Sale and Leaseback Transaction) to any Person other than the Borrower or a Restricted Subsidiary of the Borrower (or a Person who becomes a Restricted Subsidiary of the Borrower in connection with such transaction) of:

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(1)                                 any Capital Stock of any Restricted Subsidiary of the Borrower; or

(2)                                 any other property or assets (other than Capital Stock of the Borrower) of the Borrower or any Restricted Subsidiary of the Borrower other than in the ordinary course of business; provided, however, that asset sales or other dispositions shall not include:

(a)                                 a transaction or series of related transactions for which the Borrower or its Restricted Subsidiaries receive aggregate consideration of less than $5,000,000;

(b)                                 the sale, lease, conveyance, disposition or other transfer of all or substantially all of the assets of the Borrower or a Guarantor as permitted under Section 7.4;

(c)                                  any Restricted Payment permitted by Section 7.6;

(d)                                 the sale or discount of accounts receivable, but only in connection with the compromise or collection thereof;

(e)                                  disposals or replacements of obsolete, damaged or worn out equipment;

(f)                                   any conversion of Cash Equivalents into cash or any form of Cash Equivalents;

(g)                                  any surrender or waiver of contract rights or the settlement, release or surrender of contract, tort or other litigation claims;

(h)                                 any termination or expiration of any lease or sublease of real property in accordance with its terms;

(i)                                     creating or granting of Liens (and any sale or disposition thereof or foreclosure thereon) not prohibited by this Agreement and the other Loan Documents;

(j)                                    condemnations on or the taking by eminent domain of property or assets; and

(k)                                 any sale of Capital Stock in, or Indebtedness or other securities of, an Unrestricted Subsidiary.

“Assignment and Assumption”:  shall mean an Assignment and Assumption, substantially in the form of Exhibit A.

“Available Commitment”:  shall mean, as to any Lender at any time, an amount equal to the excess, if any, of (a) such Lender’s Commitment then in effect over (b) such Lender’s Extensions of Credit then outstanding.

“Benefitted Lender”:  shall have the meaning set forth in Section 10.7(a).

“Board”:  shall mean the Board of Governors of the Federal Reserve System of the United States (or any successor).

“Board of Directors” shall mean, with respect to any Person, (i) in the case of any corporation, the board of directors of such Person, (ii) in the case of any limited liability company, the

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board of managers or managing member of such Person, (iii) in the case of any partnership, the Board of Directors of the general partner of such Person and (iv) in any other case, the functional equivalent of the foregoing.

“Board Resolution”: shall mean, with respect to any Person, a copy of a resolution certified by the Secretary or an Assistant Secretary of such Person to have been duly adopted by the Board of Directors of such Person and to be in full force and effect on the date of such certification, and delivered to the Administrative Agent.

“Borrowing Date”:  shall mean any Business Day specified by the Borrower as a date on which the Borrower requests the relevant Lenders to make Loans hereunder.

“Borrowing Notice”:  shall mean with respect to any request for a borrowing of Loans hereunder, a notice from the Borrower, substantially in the form of, and containing the information prescribed by, Exhibit B, delivered to the Administrative Agent.

“Broker Dealer Subsidiary”:  shall mean any Subsidiary that is registered as a broker dealer pursuant to Section 15 of the Exchange Act (as in effect from time to time) or that is regulated as a broker dealer or underwriter under any foreign securities law.

“Business Day”:  shall mean a day other than a Saturday, Sunday or other day on which commercial banks in New York City are authorized or required by law to close, provided that, with respect to notices and determinations in connection with, and payments of principal and interest on, Eurodollar Loans, such day is also a day for trading by and between banks in Dollar deposits in the interbank eurodollar market.

“Capital Stock” means:

(1)                                 with respect to any Person that is a corporation, any and all shares, interests, participations or other equivalents (however designated and whether or not voting) of corporate stock, including each class of Common Stock and Preferred Stock of such Person, and all options, warrants or other rights to purchase or acquire any of the foregoing; and

(2)                                 with respect to any Person that is not a corporation, any and all partnership, membership or other equity interests of such Person, and all options, warrants or other rights to purchase or acquire any of the foregoing.

“Capitalized Lease Obligation” means, as to any Person, the obligations of such Person under a lease that are required to be classified and accounted for as capital lease obligations under GAAP and, for purposes of this definition, the amount of such obligations at any date shall be the capitalized amount of such obligations at such date, determined in accordance with GAAP.

“Cash Collateralize” shall mean, to pledge and deposit with or deliver to the Administrative Agent, for the benefit of the Issuing Bank or Revolving Lenders, as collateral for L/C Exposure or obligations of Revolving Lenders to fund their respective undivided interests in respect of Letters of Credit pursuant to Section 3.4, cash or deposit account balances or, if the Administrative Agent and the Issuing Bank shall agree in their reasonable discretion, other credit support, in each case pursuant to documentation in form and substance reasonably satisfactory to the Administrative Agent and the Issuing Bank.  “Cash Collateral” shall have a meaning correlative to the foregoing and shall include the proceeds of such cash collateral and other credit support.

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“Cash Equivalents”:  shall mean (1) marketable direct obligations issued by, or unconditionally guaranteed by, the United States Government or issued by any agency thereof and backed by the full faith and credit of the United States, in each case maturing within one year from the date of acquisition thereof; (2) marketable direct obligations issued by any state of the United States of America or any political subdivision of any such state or any public instrumentality thereof maturing within one year from the date of acquisition thereof and, at the time of acquisition, having one of the two highest ratings obtainable from either Standard & Poor’s Ratings Group (“S&P”) or Moody’s Investors Service, Inc. (“Moody’s”); (3) commercial paper maturing no more than one year from the date of creation thereof and, at the time of acquisition, having a rating of at least A-1 from S&P or at least P-1 from Moody’s; (4) certificates of deposit or bankers’ acceptances maturing within one year from the date of acquisition thereof issued by any bank organized under the laws of the United States of America or any state thereof or the District of Columbia or any U.S.  branch of a foreign bank having at the date of acquisition thereof combined capital and surplus of not less than $250.0 million; (5) repurchase obligations with a term of not more than seven days for underlying securities of the types described in clause (1) above entered into with any bank meeting the qualifications specified in clause (4) above; and (6) investments in money market funds which invest substantially all their assets in securities of the types described in clauses (1) through (5) above.

“Cash Management Agreement”: shall mean any agreement to provide Cash Management Services.

“Cash Management Bank”: shall mean any Person that, at the time it enters into a Cash Management Agreement, is a Lender or an Affiliate of a Lender, in its capacity as a party to such Cash Management Agreement.

“Cash Management Services” means any of the following to the extent not constituting a line of credit (other than an overnight draft facility that is not in default): ACH transactions, treasury and/or cash management services, credit cards, corporate purchase cards, including controlled disbursement services, overdraft facilities, foreign exchange facilities, deposit and other accounts and merchant services.

“Change of Control” means the occurrence of one or more of the following events:

(1)                                 any sale, lease, exchange or other transfer (in one transaction or a series of related transactions) of all or substantially all of the assets of the Borrower and its Restricted Subsidiaries taken as a whole to any Person or group of related Persons for purposes of Section 13(d) of the Exchange Act (a “Group”) (whether or not otherwise in compliance with the provisions of the Loan Documents), other than to the Permitted Holders;

(2)                                 the approval by the holders of Capital Stock of the Borrower of any plan or proposal for the liquidation or dissolution of the Borrower (whether or not otherwise in compliance with the provisions of the Loan Documents);

(3)                                 the Borrower becomes aware (whether by way of a report or any other filing pursuant to Section 13(d) of the Exchange Act, proxy, vote, written notice or otherwise) that any Person or Group (other than the Permitted Holders and any entity formed for the purpose of owning Capital Stock of the Borrower) is or has become the beneficial owner, directly or indirectly, of shares representing more than 50% of the aggregate ordinary voting power represented by the issued and outstanding Capital Stock of the Borrower; or

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(4)                                 the replacement of a majority of the Board of Directors of the Borrower over a two year period from the directors who constituted the Board of Directors of the Borrower at the beginning of such period, and such replacement shall not have been approved by a vote of at least a majority of the Board of Directors of the Borrower then still in office who either were members of such Board of Directors at the beginning of such period or whose election as a member of such Board of Directors was previously so approved.

For purposes of this definition (i) a Person shall not be deemed to have beneficial ownership of securities subject to a stock purchase agreement, merger agreement or similar agreement until the consummation of the transactions contemplated by such agreement and (ii) any holding company whose only significant asset is Capital Stock of the Borrower shall not itself be considered a Person or Group for purposes of clause (1) or (3) above.

“Class”: shall mean (i) with respect to Commitments, all Commitments with the same Termination Date and (ii) with respect to any Loans, its character as a Revolving Loan, a Swingline Loan, a Term Loan or any other group of Loans (whether made pursuant to new Commitments or by way of conversion or extension of existing Loans) designated as a “Class” in an Extension Agreement.

“Closing Costs”:  shall mean non-recurring out-of-pocket costs, fees, commissions, bonuses and expenses, including without limitation attorneys’ costs, fees and expenses, investment banking costs, fees and expenses; sponsor costs, fees and expenses; non-recurring costs, fees and expenses payable under the Administrative Agent Fee Letter, in each case incurred and paid by the Permitted Holders or any of the Loan Parties in connection with the Transactions, this Agreement and the other Loan Documents and the transactions contemplated hereby and thereby or incurred in furtherance thereof.

“Closing Date”:  shall mean May 10, 2012.

“Code”:  shall mean the Internal Revenue Code of 1986, as amended from time to time.

“Collateral”:  shall mean all property of the Loan Parties, now owned or hereafter acquired, upon which a Lien is purported to be created by any Security Document.

“Collateral Agent”:  shall mean Wells Fargo, as the collateral agent for the Secured Parties under this Agreement and the other Loan Documents, together with any of its successors in such capacity.

“Collateralized Obligations” means all obligations for principal, premium, interest, penalties, fees, indemnifications, reimbursements, damages and other liabilities payable under the documentation governing any Indebtedness.

“Commitment”:  shall mean, as to any Person, the obligation of such Person, if any, to make Revolving Loans and participate or be assigned interests in Swingline Loans and Letters of Credit (in each case, whether or not such Loans or Letters of Credit are actually made, issued or drawn) in an aggregate principal and/or face amount equal to the amount set forth under “Commitment” on Schedule 1.1A hereto or in the Assignment and Assumption pursuant to which such Person became a party hereto, as the same may be changed from time to time pursuant to the terms hereof.  The amount of the Total Commitments of the Revolving Lenders as of the Closing Date is $140,000,000 and the Total Commitments shall be reduced, pursuant to Section 2.9(b), as of the Amendment and Restatement Effective Date to $100,000,000.

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“Commitment Fee Rate”:  shall mean a rate per annum as determined pursuant to the Pricing Grid.

“Commitment Period”:  shall mean the period from and including the Closing Date to the Termination Date.

“Commodity Exchange Act” means the Commodity Exchange Act (7 U.S.C. § 1 et seq.), as amended from time to time, and any successor statute.

“Common Stock” of any Person means any and all shares, interests or other participations in, and other equivalents (however designated and whether voting or non-voting) of such Person’s common stock, whether outstanding on the Closing Date or issued after the Closing Date, and includes, without limitation, all series and classes of such common stock.

“Commonly Controlled Entity”:  shall mean an entity, whether or not incorporated, that is under common control with the Borrower within the meaning of Section 4001 of ERISA or is part of a group of entities that includes the Borrower and that is treated as a single employer under Section 414 of the Code.

“Compliance Certificate”:  shall mean a certificate duly executed by a Responsible Officer substantially in the form of Exhibit H.

“Consolidated EBITDA”:  shall mean, with respect to any Person, for any period, the sum (without duplication) of (1) Consolidated Net Income; and (2) to the extent Consolidated Net Income has been reduced thereby: (a) all income, franchise or similar taxes of such Person and its Restricted Subsidiaries paid or accrued in accordance with GAAP for such period; (b) Consolidated Fixed Charges; and (c) Consolidated Non-cash Charges less any non-cash items increasing Consolidated Net Income (excluding any items which represent the reversal of any accrual of, or cash reserve for, anticipated cash charges made in any prior period or which will result in the receipt of cash in a future period or the amortization of lease incentives) for such period, all as determined on a consolidated basis for such Person and its Restricted Subsidiaries in accordance with GAAP; (d) any expenses or charges incurred in connection with any offering of Borrower’s or Parent’s Capital Stock, Permitted Investment, acquisition, recapitalization or Indebtedness permitted to be incurred under this Agreement and the Loan Documents (in each case whether or not consummated); and (e) the amount of management, monitoring, consulting, advisory fees, termination payments and related expenses paid to the Permitted Holders (or any accruals relating to such fees and related expenses) during such period pursuant to the Management Agreement.

“Consolidated Fixed Charge Coverage Ratio” means, with respect to any Person, the ratio of Consolidated EBITDA of such Person during the four full fiscal quarters (the “Four Quarter Period”) ending prior to the date of the transaction giving rise to the need to calculate the Consolidated Fixed Charge Coverage Ratio (the “Transaction Date”) for which internal financial statements are available to Consolidated Fixed Charges of such Person for the Four Quarter Period.  In addition to and without limitation of the foregoing, for purposes of this definition, “Consolidated EBITDA” and “Consolidated Fixed Charges” shall be calculated after giving effect on a pro forma basis for the period of such calculation to:

(1)                                 the incurrence or repayment of any Indebtedness of such Person or any of its Restricted Subsidiaries (and the application of the proceeds thereof) giving rise to the need to make such calculation and any incurrence or repayment of other Indebtedness (and the application of the proceeds thereof), other than the incurrence or repayment of Indebtedness in

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the ordinary course of business for working capital purposes pursuant to working capital facilities, occurring during the Four Quarter Period or at any time subsequent to the last day of the Four Quarter Period and on or prior to the Transaction Date, as if such incurrence or repayment, as the case may be (and the application of the proceeds thereof), occurred on the first day of the Four Quarter Period; and

(2)                                 any asset sales or other dispositions or Asset Acquisitions that occurred during the Four Quarter Period or after the end of the Four Quarter Period and on or prior to the Transaction Date (including without limitation, any Asset Acquisition giving rise to the need to make such calculation as a result of such Person or one of its Restricted Subsidiaries (including any Person who becomes a Restricted Subsidiary as a result of the Asset Acquisition) incurring, assuming or otherwise being liable for Acquired Indebtedness and also including any Consolidated EBITDA attributable to the assets which are the subject of the Asset Acquisition or asset sale or other disposition) and the reduction in costs and related adjustments (including, without limitation, the elimination of physician and shareholder compensation, and the normalization of rental expense) that (i) were directly attributable to such Asset Acquisition calculated on a basis that is consistent with Regulation S-X under the Securities Act as in effect on the Closing Date or (ii) were actually implemented by the business that was the subject of any such Asset Acquisition prior to the Transaction Date that are supportable and quantifiable by the underlying accounting records of such business or (iii) relate to the business that is the subject of any such Asset Acquisition and that the Borrower reasonably determines are probable based upon specifically identifiable actions to be taken within six months of the date of the Asset Acquisition), as if all such reductions in costs had been effected as of the beginning of such period.  Notwithstanding the foregoing, pro forma adjustments in respect of any Asset Acquisition of an Acquired Entity or Business for which the actual Acquired EBITDA cannot be determined due to the absence of reliable financial statements, an adjustment equal to the Acquired EBITDA for such Acquired Entity or Business for the relevant period preceding the date of such Asset Acquisition, as estimated in good faith by the chief financial officer of the Borrower shall be permitted.

Furthermore, in calculating “Consolidated Fixed Charges” for purposes of determining the denominator of this “Consolidated Fixed Charge Coverage Ratio”:

(1)                                 interest on Indebtedness being given a pro forma effect which is determined on a fluctuating basis as of the Transaction Date and which will continue to be so determined thereafter shall be deemed to have accrued at a fixed rate per annum equal to the rate of interest on such Indebtedness in effect on the Transaction Date; and

(2)                                 notwithstanding clause (1) above, interest on Indebtedness determined on a fluctuating basis, to the extent such interest is covered by agreements relating to Interest Swap Obligations, shall be deemed to accrue at the rate per annum resulting after giving effect to the operation of such agreements.

“Consolidated Fixed Charges”: shall mean, with respect to any Person for any period, the sum, without duplication, of:

(1)                                 Consolidated Interest Expense; plus

(2)                                 the amount of all cash dividend payments on any series of Disqualified Capital Stock of such Person and, to the extent permitted under this Agreement, its Restricted

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Subsidiaries (other than dividends paid by a Restricted Subsidiary of such Person to such Person or to a Restricted Subsidiary of such Person) paid during such period.

“Consolidated Interest Expense”:  shall mean, with respect to any Person for any period, the sum of, without duplication: (1) the aggregate of the interest expense of such Person and its Restricted Subsidiaries for such period determined on a consolidated basis in accordance with GAAP, including without limitation:  (a) any amortization of debt discount and amortization or write-off of deferred financing costs; (b) the net costs under Interest Swap Obligations; (c) all capitalized interest; and (d) the interest portion of any deferred payment obligation; but excluding amortization of deferred financing fees or expensing of any bridge or other financing fees and any loss on the early extinguishment of Indebtedness; and (2) the interest component of Capitalized Lease Obligations paid, accrued and/or scheduled to be paid or accrued by such Person and its Restricted Subsidiaries during such period as determined on a consolidated basis in accordance with GAAP.

“Consolidated Net Income”:  shall mean, with respect to any Person, for any period, the aggregate net income (or loss) of such Person and its Restricted Subsidiaries for such period on a consolidated basis, determined in accordance with GAAP; provided that there shall be excluded therefrom: (1) after tax gains (or losses) from Asset Sales (without regard to the $5,000,000 million limitation set forth in the definition thereof) or abandonments or reserves relating thereto; (2) after tax extraordinary, unusual or nonrecurring gains (or losses), costs, charges or expenses (including, without limitation, severance, relocation, transition and other restructuring costs and litigation settlements or losses and non-compete payments); (3) solely for the purpose of determining the amount available for Restricted Payments under clause (iii) of the first paragraph of Section 7.6, the net income (or loss) of any Restricted Subsidiary of the referent Person to the extent that the declaration of dividends or similar distributions by that Restricted Subsidiary of that income is restricted by a contract, operation of law or otherwise; unless such restriction with respect to the payment of dividends or similar distributions has been legally waived and except to the extent of cash dividends or distributions paid to the referent Person or to another Restricted Subsidiary of the referent Person by such Person; (4) the net income (or loss) of any Person, other than a Restricted Subsidiary of the referent Person, except to the extent of cash dividends or distributions paid to the referent Person or to a Restricted Subsidiary of the referent Person by such Person; (5) net after-tax income or loss attributable to discontinued operations (including, without limitation, operations disposed of during such period); (6) in the case of a successor to the referent Person by consolidation or merger or as a transferee of the referent Person’s assets, any earnings of the successor corporation prior to such consolidation, merger or transfer of assets; (7) non-cash compensation charges, including any such charges arising from stock options, restricted stock grants or other equity incentive programs; (8) any net after-tax gains or losses and all fees and expenses or charges relating thereto attributable to the early extinguishment of Indebtedness; (9) the effect of any non-cash items resulting from any amortization, write-up, write-down or write-off of assets (including intangible assets, goodwill and deferred financing costs in connection with any future acquisition, disposition, merger, consolidation or similar transaction or any other non-cash impairment charges incurred subsequent to the Closing Date resulting from the application of SFAS Nos. 141, 142 or 144 or other accounting pronouncements relating to purchase accounting); and (10) any net gain or loss resulting from Hedging Obligations (including pursuant to the application of SFAS No. 133).

“Consolidated Non-cash Charges” means, with respect to any Person, for any period, the aggregate depreciation, amortization and other non-cash charges or expenses of such Person and its Restricted Subsidiaries reducing Consolidated Net Income of such Person and its Restricted Subsidiaries for such period, determined on a consolidated basis in accordance with GAAP (excluding any such charge which requires an accrual of or a reserve for cash charges for any future period).

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“Consolidated Secured Leverage” means the sum of the aggregate outstanding Secured Indebtedness for borrowed money of the Borrower and its Restricted Subsidiaries less the aggregate amount of cash and Cash Equivalents of the Borrower and its Restricted Subsidiaries.

“Consolidated Secured Leverage Ratio” means, as of any date of determination, the ratio of (x) Consolidated Secured Leverage at such date to (y) the aggregate amount of Consolidated EBITDA of Borrower for the period of the most recent four consecutive fiscal quarters ending prior to the date of such determination for which internal consolidated financial statements of the Borrower are available, in each case, with such pro forma adjustments as are consistent with the pro forma adjustments set forth in the definition of “Consolidated Fixed Charge Coverage Ratio”; provided that, for the purpose of determining Consolidated Secured Leverage, the aggregate amount of cash and Cash Equivalents of the Borrower and its Restricted Subsidiaries shall be determined without giving pro forma effect to the proceeds of Indebtedness incurred on such date.

“Consolidated Total Debt”:  shall mean, at any date, the excess of (x) the aggregate principal amount of all Indebtedness of the Borrower and its Restricted Subsidiaries within the meaning of clause (1), (2) or (3) of the definition of Indebtedness at such date, determined on a consolidated basis; provided that the percentage of the total Indebtedness included in this clause (x) of any Restricted Subsidiary that is not a Subsidiary Guarantor shall not exceed the percentage of the outstanding Capital Stock of such Restricted Subsidiary held (directly or indirectly) by Borrower at such date; provided further that the full principal amount of Indebtedness of a Restricted Subsidiary that is not a Guarantor in respect of which Borrower or a Subsidiary Guarantor has guaranteed pursuant to Section 7.2(l) shall be included in this clause (x) minus (y) the aggregate amount of unrestricted cash and Cash Equivalents of the Borrower and the Subsidiary Guarantors at such date minus (z) the aggregate amount of unrestricted cash and Cash Equivalents of all Restricted Subsidiaries that are not Subsidiary Guarantors at such date; provided that the percentage of the total cash and Cash Equivalents included in this clause (z) of any Restricted Subsidiary that is not a Subsidiary Guarantor shall not exceed the percentage of the outstanding Capital Stock of such Restricted Subsidiary held (directly or indirectly) by Borrower at such date; provided further that no cash or Cash Equivalents of any such Restricted Subsidiary that is not a Guarantor may be included in this clause (z) if such Restricted Subsidiary is prohibited from distributing the cash or Cash Equivalents to the Borrower by the terms of any Contractual Obligation (other than any Loan Document) or Requirement of Law applicable to such Restricted Subsidiary; provided that, the immediately foregoing proviso shall not apply to any Restricted Subsidiary that is not prohibited from making intercompany loans of its cash to Borrower or a Subsidiary Guarantor; provided further that at any time that the Extensions of Credit of the Lenders exceed $10,000,000, the sum of cash and Cash Equivalents included in clauses (y) and (z) of this definition shall not exceed $25,000,000 in the aggregate.

“Contractual Obligation”:  shall mean, as to any Person, any provision of any security issued by such Person or of any agreement, instrument or other undertaking to which such Person is a party or by which it or any of its property is bound.

“Covenant Parties”:  shall mean the Borrower and its Restricted Subsidiaries.

“Currency Agreement”: shall mean any foreign exchange contract, currency swap agreement or other similar agreement or arrangement designed to protect the Borrower or any Restricted Subsidiary of the Borrower against fluctuations in currency values.

“Debt Discharge”:  shall mean the payment in full of all loans outstanding under the Existing Credit Agreement and all accrued and unpaid interest, fees and other amounts owing thereunder,

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the termination of all commitments to extend credit thereunder and the release of all Liens securing obligations thereunder.

“Debtor Relief Laws”:  shall mean the Bankruptcy Code of the United States of America, and all other liquidation, conservatorship, bankruptcy, assignment for the benefit of creditors, moratorium, rearrangement, receivership, insolvency, reorganization, or similar debtor relief laws, rules or regulations of the United States or other applicable jurisdictions from time to time in effect.

“Default”:  shall mean any of the events specified in Section 8, whether or not any requirement for the giving of notice, the lapse of time, or both as set forth in such Section has been satisfied.

“Defaulting Lender”:  shall mean, subject to Section 2.23(b), any Lender that (a) has failed to (i) fund all or any portion of its Revolving Loans within one Business Day of the date such Loans were required to be funded hereunder unless such Revolving Lender notifies the Administrative Agent and the Borrower in writing that such failure is the result of such Revolving Lender’s determination that one or more conditions precedent to funding (each of which conditions precedent, together with any applicable default, shall be specifically identified in such writing) has not been satisfied, or (ii) pay to the Administrative Agent, the Issuing Bank, the Swingline Lender or any other Revolving Lender any other amount required to be paid by it hereunder (including in respect of its interest in Letters of Credit or its Fronted Swingline Amount) within one Business Day of the date when due, (b) has notified the Borrower, the Administrative Agent or the Issuing Bank or the Swingline Lender in writing that it does not intend to comply with its funding obligations hereunder, or has made a public statement to that effect (unless such writing or public statement relates to such Lender’s obligation to fund a Loan hereunder and states that such position is based on such Lender’s determination that a condition precedent to funding (which condition precedent, together with any applicable default, shall be specifically identified in such writing or public statement) cannot be satisfied), (c) has failed, within three Business Days after written request by the Administrative Agent or the Borrower, to confirm in writing to the Administrative Agent and the Borrower that it will comply with its prospective funding obligations hereunder (provided that any such Lender that is a Revolving Lender shall cease to be a Defaulting Lender pursuant to this clause (c) upon receipt of such written confirmation by the Administrative Agent and the Borrower), or (d) has, or has a direct or indirect parent company that has, (i) become the subject of a proceeding under any Debtor Relief Law, or (ii) had appointed for it a receiver, custodian, conservator, trustee, administrator, assignee for the benefit of creditors or similar Person charged with reorganization or liquidation of its business or assets, including the Federal Deposit Insurance Corporation or any other state or federal regulatory authority acting in such a capacity; provided that a Lender shall not be a Defaulting Lender solely by virtue of the ownership or acquisition of any equity interest in that Revolving Lender or any direct or indirect parent company thereof by a Governmental Authority so long as such ownership interest does not result in or provide such Revolving Lender with immunity from the jurisdiction of courts within the United States or from the enforcement of judgments or writs of attachment on its assets or permit such Lender (or such Governmental Authority) to reject, repudiate, disavow or disaffirm any contracts or agreements made with such Lender.  Any determination by the Administrative Agent that a Lender is a Defaulting Lender under clauses (a) through (d) above shall be conclusive and binding absent manifest error, and such Lender shall be deemed to be a Defaulting Lender (subject to Section 2.23(b)) upon delivery of written notice of such determination to the Borrower, and in the case of any Defaulting Lender that is a Revolving Lender, to the Issuing Bank, the Swingline Lender and each other Revolving Lender.

“Designated Non-cash Consideration”: shall mean the fair market value of non-cash consideration received by the Borrower or one of its Restricted Subsidiaries in connection with an Asset Sale that is designated as Designated Non-cash Consideration pursuant to an officers’ certificate, setting

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forth the basis of such valuation, executed by a senior financial officer of the Borrower, less the amount of cash or Cash Equivalents received in connection with a subsequent sale of such Designated Non-cash Consideration.

“Disqualified Capital Stock” means that portion of any Capital Stock which, by its terms (or by the terms of any security into which it is convertible or for which it is exchangeable at the option of the holder thereof), or upon the happening of any event (other than an event which would constitute a Change of Control or an Asset Sale), matures or is mandatorily redeemable, pursuant to a sinking fund obligation or otherwise, or is redeemable at the sole option of the holder thereof (except, in each case, upon the occurrence of a Change of Control or an Asset Sale) on or prior to the Latest Termination Date.

“Disqualified Lender” means those Persons set forth in the list delivered by the Borrower (or its counsel) to the Administrative Agent and the Lenders prior to the Closing Date, and the Affiliates of such Persons.

“Documentation Agent”:  shall mean General Electric Capital Corporation, in its capacity as documentation agent hereunder.

“Dollars” and “$”:  shall mean dollars in lawful currency of the United States.

“Domestic Subsidiary”:  shall mean any Restricted Subsidiary of the Borrower organized under the laws of the United States, any state thereof or the District of Columbia, other than any such entity that is a Foreign Subsidiary.

“Eligible Assignee”:  shall mean (i) any Lender, (ii) with respect to the Term Loans only, an Affiliate of any Lender, (iii) with respect to the Term Loans only, an Approved Fund and (iv)(a) if the assignment does not include an assignment of a Commitment, any other Person approved by the Administrative Agent and the Borrower (each such approval not to be unreasonably withheld or delayed) or (b) if the assignment includes an assignment of a Commitment, any other Person approved by the Administrative Agent, the Issuing Bank, the Swingline Lender and the Borrower (each such approval not to be unreasonably withheld or delayed); provided that (x) no approval of the Borrower shall be required during the continuance of an Event of Default under Section 8(a) or 8(f) and (y) “Eligible Assignee” shall not include (i) the Parent, the Borrower or any of its Subsidiaries or any natural person, (ii) any Disqualified Lender or (iii) Vestar Capital Partners V L.P. and its Subsidiaries.

“Employee Benefit Plan”:  shall mean any employee benefit plan within the meaning of Section 3(3) of ERISA (other than any Multiemployer Plan) which is maintained or contributed to by Borrower or any Restricted Subsidiary or, solely with respect to an employee benefit plan subject to Title IV of ERISA, any ERISA Affiliate.

“Environment”:  shall mean ambient air, indoor air, surface water, groundwater, land and subsurface strata and natural resources such as wetlands, flora and fauna.

“Environmental Laws”:  shall mean any and all foreign, Federal, state, local or municipal laws, rules, orders, regulations, statutes, ordinances, codes, decrees, requirements of any Governmental Authority or common law regulating, relating to or imposing liability or standards of conduct concerning protection of the Environment or of human health (to the extent relating to exposure to Materials of Environmental Concern) or employee health and safety, as now or may at any time hereafter be in effect.

“ERISA”:  shall mean the Employee Retirement Income Security Act of 1974, as amended from time to time.

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“ERISA Affiliate”:  shall mean any Person who together with the Borrower or any Restricted Subsidiary is treated as a single employer within the meaning of Section 414(b), (c), (m) or (o) of the Code or Section 4001(b) of ERISA.

“Eurocurrency Reserve Requirements”:  shall mean, for any day as applied to a Eurodollar Loan, the aggregate (without duplication) of the maximum rates (expressed as a decimal fraction) of reserve requirements in effect on such day (including basic, supplemental, marginal and emergency reserves) under any regulations of the Board or other Governmental Authority having jurisdiction with respect thereto dealing with reserve requirements prescribed for eurocurrency funding (currently referred to as “Eurocurrency Liabilities” in Regulation D of the Board) maintained by a member bank of the Federal Reserve System.

“Eurodollar Base Rate”:  shall mean, with respect to each day during each Interest Period pertaining to a Eurodollar Loan, the rate per annum determined on the basis of the rate for deposits in Dollars for a period equal to such Interest Period commencing on the first day of such Interest Period appearing on Reuters Screen LIBOR01 Page as of 11:00 A.M., London time, two Business Days prior to the beginning of such Interest Period.  In the event that such rate does not appear on Reuters Screen LIBOR01 Page (or otherwise on such screen), the “Eurodollar Base Rate” shall be determined by reference to such other comparable publicly available service for displaying eurodollar rates as may be selected by the Administrative Agent or, in the absence of such availability, by reference to the rate at which the Administrative Agent is offered Dollar deposits at or about 11:00 A.M., two Business Days prior to the beginning of such Interest Period in the interbank eurodollar market where its eurodollar and foreign currency and exchange operations are then being conducted for delivery on the first day of such Interest Period for the number of days comprised therein.

“Eurodollar Loans”:  shall mean Loans the rate of interest applicable to which is based upon the Eurodollar Rate.

“Eurodollar Rate”:  shall mean, with respect to each day during each Interest Period pertaining to (x) a Eurodollar Loan or (y) an ABR Loan bearing interest by reference to clause (c) of the definition of ABR, a rate per annum determined for such day in accordance with the following formula (rounded upward to the nearest 1/100th of 1%):

provided, that solely with respect to Term Loans, the Eurodollar Rate shall not be less than 1.00% per annum.

“Eurodollar Tranche”:  shall mean the collective reference to Eurodollar Loans the then current Interest Periods with respect to all of which begin on the same date and end on the same later date (whether or not such Loans shall originally have been made on the same day).

“Event of Default”:  shall mean any of the events specified in Section 8, provided that any requirement for the giving of notice, the lapse of time, or both, has been satisfied.

“Excess Interest”:  shall mean any interest imposed by a relevant taxing authority in excess of underpayment rate described under Section 6621(a)(2) of the Code or similar provisions under the state or local tax laws.

“Exchange Act”:  shall mean the Securities Exchange Act of 1934, as amended from time to time.

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“Excluded Swap Obligation” means, with respect to any Guarantor, any Swap Obligation if, and to the extent that, all or a portion of the Guarantee Obligation of such Guarantor of, or the grant by such Guarantor of a security interest to secure, such Swap Obligation (or any guarantee thereof) is or becomes illegal or unlawful under the Commodity Exchange Act or any rule, regulation or order of the Commodity Futures Trading Commission (or the application or official interpretation of any thereof) by virtue of such Guarantor’s failure for any reason to constitute an “eligible contract participant” as defined in the Commodity Exchange Act (for the avoidance of doubt, giving effect to all provisions of the Loan Documents at the time of such Guarantee Obligation or the grant of such security interest) at the time the Guarantee Obligation of such Guarantor, or a grant by such Guarantor of a security interest, would have otherwise have become effective with respect to such Swap Obligation but for such Guarantor’s failure to constitute an “eligible contract participant” at such time.  If a Swap Obligation arises under a master agreement governing more than one swap, such exclusion shall apply only to the portion of such Swap Obligation that is attributable to swaps for which such Guarantee Obligation or security interest is or becomes excluded in accordance with the first sentence of this definition.

“Excluded Taxes”: shall mean with respect to the Administrative Agent or any Lender, (i) Taxes imposed on the Administrative Agent or such Lender as a result of the recipient being organized or incorporated in, or having its principal office in, the jurisdiction of the Governmental Authority imposing such Tax or in the case of any Lender, having its applicable lending office in such jurisdiction, or as a result of any other present or former connection between the Administrative Agent or such Lender and such jurisdiction or any political subdivision or taxing authority thereof or therein (other than any such connection arising solely from the Administrative Agent’s or such Lender’s having executed, enforced, delivered, performed its obligations, become a party to or received any payment under this Agreement or any other Loan Document), provided that, for the avoidance of doubt, a U.S. federal withholding tax under the current version of sections 871(a), 881(a), 1441 or 1442 of the Code shall not be an Excluded Tax  under this clause (i); (ii) U.S. federal withholding tax imposed on amounts payable to a Lender pursuant to a law in effect at the time such Lender becomes a party to this Agreement or designates a new lending office (other than pursuant to Section 2.21), except to the extent that such Lender or Lender’s assignor (if any) was entitled, at the time of the designation of a new lending office or assignment, to receive additional amounts with respect to such Taxes pursuant to Section 2.19(a); (iii) any Taxes that are attributable to a Lender’s failure to comply with the requirements of Section 2.19(e) (i.e., failure to deliver a form that it is legally entitled to deliver); and (iv) any U.S. federal withholding tax imposed pursuant to FATCA.

“Existing Credit Agreement”:  shall mean the Amended and Restated Credit Agreement dated as of September 29, 2011, among the Borrower, the lenders party thereto, Wells Fargo Bank, National Association, as administrative agent and the other parties thereto.

“Existing Letters of Credit”: shall mean the letters of credit issued pursuant to the Existing Credit Agreement and set forth on Schedule 1.1F to the Original Credit Agreement.

“Extended Commitments”: shall have the meaning set forth in the definition of “Permitted Amendment”.

“Extension Agreement”: shall have the meaning set forth in Section 2.25(b).

“Extension Offer”: shall have the meaning set forth in Section 2.25(a).

“Extension Request Class”: shall have the meaning set forth in Section 2.25(a).

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“Extensions of Credit”:  shall mean, as to any Lender at any time, an amount equal to the sum without duplication of (a) the aggregate principal amount of all Revolving Loans held by such Lender then outstanding, (b) such Lender’s Applicable Percentage of the L/C Exposure at such time and (c) such Lender’s Applicable Percentage of the aggregate principal amount of Swingline Loans then outstanding.

“FATCA”:  shall mean Sections 1471 through 1474 of the Code, as of the Amendment and Restatement Effective Date, or any amended or successor version that is substantively comparable, and, in any case, any regulations promulgated thereunder or official interpretations thereof.

“Federal Funds Effective Rate”:  shall mean, for any day, the weighted average of the rates on overnight federal funds transactions with members of the Federal Reserve System arranged by federal funds brokers, as published on the next succeeding Business Day by the Federal Reserve Bank of New York, or, if such rate is not so published for any day that is a Business Day, the average of the quotations for the day of such transactions received by Wells Fargo, from three federal funds brokers of recognized standing selected by it.

“Fee Payment Date”:  shall mean (a) the last Business Day of each March, June, September and December, (b) the date on which the Commitments are terminated and there is no remaining Extension of Credit and (c) the Amendment and Restatement Effective Date.

“Financing Transactions”:  shall mean (a) the execution, delivery and performance by each Loan Party of the Loan Documents to which it is to be a party, the borrowing of Loans, the use of proceeds thereof and the issuance of Letters of Credit and (b) the execution, delivery and performance by each Loan Party that is to be a party thereto of the Second Lien Notes Agreement and the issuance of the Second Lien Notes and, in each case, the use of the proceeds thereof.

“FIRREA” shall mean the Financial Institutions Reform, Recovery and Enforcement Act of 1989, as amended.

“Flood Insurance Laws”:  shall mean, collectively, (i) the National Flood Insurance Act of 1968 as now or hereafter in effect or any successor statute thereto, (ii) the Flood Disaster Protection Act of 1973 as now or hereafter in effect or any successor statue thereto, (iii) the National Flood Insurance Reform Act of 1994 as now or hereafter in effect or any successor statute thereto and (iv) the Flood Insurance Reform Act of 2004 as now or hereafter in effect or any successor statute thereto.

“Foreign Lender”: shall be as defined in Section 2.19(e).

“Foreign Subsidiary” means (1) a Restricted Subsidiary other than a Restricted Subsidiary that was formed under the laws of the United States or any state of the United States or the District of Columbia, (2) any Restricted Subsidiary of a Restricted Subsidiary described in clause (1), and (3) any Subsidiary of the Borrower that has no material assets other than Capital Stock of entities described in clause (1).

“Fronting Exposure”:  shall mean, at any time there is a Revolving Lender that is a Defaulting Lender, (a) with respect to the Issuing Bank (solely in its capacity as such), such Defaulting Lender’s Applicable Percentage times the outstanding L/C Exposure (other than L/C Exposure as to which such Defaulting Lender’s undivided interest therein has been reallocated to other Revolving Lenders pursuant to Section 2.23(a) or Cash Collateralized in accordance with Section 2.24) and (b) with respect to the Swingline Lender (solely in its capacity as such), the excess of such Defaulting Lender’s Applicable Percentage times the outstanding Swingline Loans over the amount actually paid by such

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Defaulting Lender in cash to the Swingline Lender respect of its Swingline Participation Amount relating to such Swingline Loans pursuant to Section 2.7(c) (such excess, such Defaulting Lender’s “Fronted Swingline Amount”); provided that the Fronting Exposure of the Swingline Lender (solely in its capacity as the Swingline Lender) shall be reduced by the amount of the Fronted Swingline Amount of such Defaulting Lender reallocated to other Revolving Lenders pursuant to Section 2.23(a)(iv).

“Fund”:  shall mean any Person that is (or will be) engaged in making, purchasing, holding or otherwise investing in commercial loans and similar extensions of credit in the ordinary course of its business.

“Funding Office”:  shall mean the office of the Administrative Agent specified in Section 10.2 or such other office as may be specified from time to time by the Administrative Agent as its funding office by written notice to the Borrower and the Lenders.

“GAAP” means generally accepted accounting principles set forth in the opinions and pronouncements of the Accounting Principles Board of the American Institute of Certified Public Accountants and statements and pronouncements of the Financial Accounting Standards Board or in such other statements by such other entity as may be approved by a significant segment of the accounting profession of the United States, which are in effect as of the Closing Date.

“Governmental Authority”:  shall mean any nation or government, any state or other political subdivision thereof, any agency, authority, instrumentality, regulatory body, court, central bank or other entity exercising executive, legislative, judicial, taxing, regulatory or administrative functions of or pertaining to government, any securities exchange and any self-regulatory organization (including the National Association of Insurance Commissioners).

“Governmental Real Property Disclosure Requirements”:  shall mean any Requirement of Law of any Governmental Authority requiring notification of the buyer, lessee, mortgagee, assignee or other transferee of any Real Property, facility, establishment or business, or notification, registration or filing to or with any Governmental Authority, in connection with the sale, lease, mortgage, assignment or other transfer (including any transfer of control) of any Real Property, facility, establishment or business, of the actual or threatened presence or Release in or into the Environment, or the use, disposal or handling of Materials of Environmental Concern on, at, under or near the Real Property, facility, establishment or business to be sold, leased, mortgaged, assigned or transferred.

“Group”: shall have the meaning set forth in the definition of “Change of Control.”

“Group Members”:  shall mean the collective reference to the Parent, the Borrower and their respective Restricted Subsidiaries.

“Guarantee Obligation”:  shall mean, as to any Person (the “guaranteeing person”), any obligation, including a reimbursement, counterindemnity or similar obligation, of the guaranteeing person that guarantees or in effect guarantees, or which is given to induce the creation of a separate obligation by another Person (including any bank under any letter of credit) that guarantees or in effect guarantees, any Indebtedness, leases, dividends or other obligations (the “primary obligations”) of any other third Person (the “primary obligor”) in any manner, whether directly or indirectly, including any obligation of the guaranteeing person, whether or not contingent, (i) to purchase any such primary obligation or any property constituting direct or indirect security therefor, (ii) to advance or supply funds (1) for the purchase or payment of any such primary obligation or (2) to maintain working capital or equity capital of the primary obligor or otherwise to maintain the net worth or solvency of the primary obligor, (iii) to purchase property, securities or services primarily for the purpose of assuring the owner of any such

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primary obligation of the ability of the primary obligor to make payment of such primary obligation or (iv) otherwise to assure or hold harmless the owner of any such primary obligation against loss in respect thereof; provided, however, that the term Guarantee Obligation shall not include endorsements of instruments for deposit or collection in the ordinary course of business.  The amount of any Guarantee Obligation of any guaranteeing person shall be deemed to be the lower of (a) an amount equal to the stated or determinable amount of the primary obligation in respect of which such Guarantee Obligation is made and (b) the maximum amount for which such guaranteeing person may be liable pursuant to the terms of the instrument embodying such Guarantee Obligation, unless such primary obligation and the maximum amount for which such guaranteeing person may be liable are not stated or determinable, in which case the amount of such Guarantee Obligation shall be such guaranteeing person’s maximum reasonably anticipated liability in respect thereof as determined by the Borrower in good faith.

“Guarantors” shall mean the collective reference to the Parent and the Subsidiary Guarantors.

“Guaranty and Collateral Agreement”:  shall mean the Guaranty and Collateral Agreement entered into by the Borrower, the Guarantors and the Collateral Agent, substantially in the form of Exhibit D to the Original Credit Agreement.

“Hedging Obligations” means, with respect to any specified Person, the obligations of such Person incurred not for speculative purposes under: (1) Interest Swap Obligations; (2) Currency Agreements; (3) any commodity futures contract, commodity option or other similar agreement or arrangement designed to protect against fluctuations in the price of commodities used by that entity at the time; and (4) other agreements or arrangements designed to protect such person against fluctuations in interest rates, currency exchange rates or commodity prices.

“Holdings”:  shall mean Radiation Therapy Services, LLC, a Delaware limited liability company and its successors.

“Immaterial Subsidiary”:  shall mean on any date, any Restricted Subsidiary of Borrower (i) to which less than $350,000 of Consolidated EBITDA of Borrower is attributable as reflected on the most recent financial statements required to be delivered pursuant to Section 6.1 on or prior to such date (or, prior to the first delivery date of such financial statements hereunder, on the most recently available financial statements of the Borrower) and (ii) that has been designated as such by the Borrower in a written notice delivered to the Administrative Agent (other than any such Restricted Subsidiary as to which the Borrower has revoked such designation by written notice to the Administrative Agent); provided that at no time shall the Immaterial Subsidiaries to which Consolidated EBITDA of Borrower is attributable (as reflected on the most recent financial statements required to be delivered pursuant to Section 6.1 on or prior to such date (or, prior to the first delivery date of such financial statements hereunder, on the most recently available financial statements of the Borrower)) exceeds $1,000,000 in the aggregate (with no Immaterial Subsidiary being deemed to have Consolidated EBITDA of Borrower attributable to it of less than zero for purposes of this proviso).  In no event shall a Restricted Subsidiary so designated as an Immaterial Subsidiary be a Subsidiary Guarantor hereunder.

“Indebtedness”: shall mean with respect to any Person, without duplication: (1) all indebtedness of such Person for borrowed money; (2) all indebtedness of such Person evidenced by bonds, debentures, notes or other similar instruments; (3) all Capitalized Lease Obligations of such Person; (4) all indebtedness of such Person issued or assumed as the deferred purchase price of property (but excluding any such indebtedness (a) that constitutes trade accounts payable or other accrued liabilities and (b) in the form of earn-out obligations until such obligation becomes a liability on the balance sheet of such Person in accordance with GAAP); (5) all obligations for the reimbursement of any

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obligor on any letter of credit, banker’s acceptance or similar credit transaction; (6) guarantees and other contingent obligations in respect of Indebtedness referred to in clauses (1) through (5) above and clause (8) below, except those incurred in the ordinary course of business and not in respect of borrowed money; (7) all obligations of any other Person of the type referred to in clauses (1) through (6) which are secured by any lien on any property or asset of such Person, the amount of such obligation being deemed to be the lesser of the fair market value of such property or asset or the amount of the obligation so secured; (8) all Obligations under currency agreements and interest swap agreements of such Person; and (9) all Disqualified Capital Stock issued by such Person with the amount of Indebtedness represented by such Disqualified Capital Stock being equal to the greater of its voluntary or involuntary liquidation preference and its maximum fixed repurchase price, but excluding accrued dividends, if any; if and to the extent that any of the foregoing Indebtedness would appear as a liability upon a balance sheet (excluding the footnotes thereto) of such Person prepared in accordance with GAAP.

For purposes hereof, the “maximum fixed repurchase price” of any Disqualified Capital Stock which does not have a fixed repurchase price shall be calculated in accordance with the terms of such Disqualified Capital Stock as if such Disqualified Capital Stock were purchased on any date on which Indebtedness shall be required to be determined pursuant to this Agreement, and if such price is based upon, or measured by, the fair market value of such Disqualified Capital Stock, such fair market value shall be determined reasonably and in good faith by the Board of Directors of the issuer of such Disqualified Capital Stock.

“Independent Financial Advisor”: shall mean a firm:  (1) which does not, and whose directors, officers and employees or Affiliates do not, have a direct or indirect financial interest in the Borrower; and (2) which, in the judgment of the Board of Directors of the Borrower, is otherwise independent and qualified to perform the task for which it is to be engaged.

“Initial Purchasers” means Wells Fargo Securities, LLC, Morgan Stanley & Co. and SunTrust Robinson Humphrey, Inc., as applicable, and such other initial purchasers party to the purchase agreement entered into in connection with the offer and sale of the Second Lien Notes.

“Insolvency”:  shall mean, with respect to any Multiemployer Plan, the condition that such Multiemployer Plan is insolvent within the meaning of Section 4245 of ERISA.

“Insolvent”:  shall mean pertaining to a condition of Insolvency.

“Insurance Subsidiary” means each of Batan Insurance and any other Subsidiary of the Borrower engaged solely in one or more of the general liability, professional liability, health and benefits and workers compensation and any other insurance businesses, providing insurance coverage for the Borrower, its Subsidiaries and any of its direct or indirect parents and the respective employees, officers or directors thereof.  Notwithstanding anything else herein to the contrary, no Insurance Subsidiary shall be required to become a Subsidiary Guarantor hereunder.

“Intellectual Property”:  shall mean the collective reference to all rights in intellectual property, whether arising under United States, multinational or foreign laws or otherwise, including copyrights, patents, trademarks, technology, know-how and processes, and all rights to sue at law or in equity for any infringement or other impairment thereof, including the right to receive all proceeds and damages therefrom.

“Intercreditor Agreement” means the intercreditor agreement among Wells Fargo Bank, N.A., as Collateral Agent and the Notes Collateral Agent, as it may be amended, supplemented, replaced,

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substituted or otherwise modified from time to time in accordance with this Agreement or the Intercreditor Agreement.

“Interest Election Request”:  shall mean a request by the Borrower to convert or continue a borrowing of Loans in accordance with Section 2.12, substantially in the form of Exhibit C.

“Interest Payment Date”:  shall mean (a) as to any ABR Loan (including any Swingline Loan), the last day of each March, June, September and December to occur while such Loan is outstanding and the Termination Date of such Loan, (b) as to any Eurodollar Loan, the last day of each applicable Interest Period and the Termination Date of such Loan, and in addition where the applicable Interest Period for a Eurodollar Loan is greater than three months, then also the respective dates that fall every three months after the beginning of such Interest Period, and (c) as to any Loan, (i) the date of any repayment or prepayment made in respect thereof and (ii) the Amendment and Restatement Effective Date.

“Interest Period”:  shall mean, as to any Eurodollar Loan, (a) initially, the period commencing on the borrowing or conversion date, as the case may be, with respect to such Eurodollar Loan and ending one, two, three or six (or, if available to all relevant Lenders, twelve) months thereafter, as selected by the Borrower in its notice of borrowing or notice of conversion, as the case may be, given with respect thereto; and (b) thereafter, each period commencing on the last day of the next preceding Interest Period applicable to such Eurodollar Loan and ending one, two, three or six (or, if available to all Lenders, twelve) months thereafter, as selected by the Borrower by irrevocable notice to the Administrative Agent not later than 12:00 Noon, on the date that is the third Business Day prior to the last day of the then current Interest Period with respect thereto; provided that all of the foregoing provisions relating to Interest Periods are subject to the following:

(i)       if any Interest Period would otherwise end on a day that is not a Business Day, such Interest Period shall be extended to the next succeeding Business Day unless the result of such extension would be to carry such Interest Period into another calendar month in which event such Interest Period shall end on the immediately preceding Business Day;

(ii)       the Borrower may not select an Interest Period that would extend beyond the Termination Date; and

(iii)      any Interest Period that begins on the last Business Day of a calendar month (or on a day for which there is no numerically corresponding day in the calendar month at the end of such Interest Period) shall end on the last Business Day of a calendar month.

“Interest Swap Obligations”: shall mean the obligations of any Person pursuant to any arrangement with any other Person, whereby, directly or indirectly, such Person is entitled to receive from time to time periodic payments calculated by applying either a floating or a fixed rate of interest on a stated notional amount in exchange for periodic payments made by such other Person calculated by applying a fixed or a floating rate of interest on the same notional amount and shall include, without limitation, interest rate swaps, caps, floors, collars and similar agreements.

“Investments”:  shall mean, with respect to any Person, any direct or indirect loan or other extension of credit (including, without limitation, a guarantee) or capital contribution to (by means of any transfer of cash or other property to others or any payment for property or services for the account or use of others), or any purchase or acquisition by such Person of any Capital Stock, bonds, notes, debentures or other securities or evidences of Indebtedness issued by, any other Person.  “Investment” shall exclude extensions of trade credit by the Borrower and its Restricted Subsidiaries in accordance with

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normal trade practices of the Borrower or such Restricted Subsidiary, as the case may be.  If the Borrower or any Restricted Subsidiary of the Borrower sells or otherwise disposes of any Common Stock of any direct or indirect Restricted Subsidiary of the Borrower such that, after giving effect to any such sale or disposition, the Borrower no longer owns, directly or indirectly, 100% of the outstanding Common Stock of such Restricted Subsidiary, the Borrower shall be deemed to have made an Investment on the date of any such sale or disposition equal to the fair market value of the Common Stock of such Restricted Subsidiary not sold or disposed of.

“IPO” means an offering of the common Capital Stock of Parent or a Person that directly or indirectly owns 100% of the Capital Stock of Parent pursuant to an effective registration statement filed with the SEC in accordance with the Securities Act, or to the equivalent registration documents filed with the equivalent authority in the applicable foreign jurisdiction.

“Issuing Bank”:  shall mean Wells Fargo or any Affiliate thereof or any other Lender agreed to by the Borrower and such Lender and approved by the Administrative Agent.

“Joint Bookrunners”: shall mean Wells Fargo Securities, LLC, SunTrust Robinson Humphrey, Inc. and Morgan Stanley Senior Funding, Inc.

“Joint Lead Arrangers”:  shall mean Wells Fargo Securities, LLC, SunTrust Robinson Humphrey, Inc. and Morgan Stanley Senior Funding, Inc.

“Junior Debt” means any Indebtedness which is (i) Subordinated Indebtedness, (ii) to the extent incurred or outstanding pursuant first paragraph of Section 7.2 or clause (a) or (q) of the second paragraph of Section 7.2, Indebtedness (X) having a Lien on any Collateral which Lien is contractually subordinated to the Lien on such Collateral securing the Secured Obligations or (Y) that is unsecured and (iii) Refinancing Indebtedness in respect of the Indebtedness referred to in immediately preceding clause (ii).  For the avoidance of doubt (x) each of the Second Lien Notes and the Senior Subordinated Notes shall constitute Junior Debt and (y) Indebtedness that is reclassified pursuant to the second to last paragraph of Section 7.2 shall not lose its status as Junior Debt solely by virtue of such reclassification.

“L/C Commitment”:  shall mean $15,000,000.

“L/C Disbursement”:  shall mean any payment made by the Issuing Bank pursuant to a Letter of Credit.

“L/C Exposure”:  shall mean, at any time, an amount equal to the sum of (a) the aggregate undrawn and unexpired amount of the then outstanding Letters of Credit and (b) the aggregate amount of L/C Disbursements that have not then been reimbursed by or on behalf of the Borrower.

“L/C Participant”:  shall mean in respect of any Letter of Credit, the collective reference to all Revolving Lenders other than the Issuing Bank in respect of such Letter of Credit.

“Latest Termination Date”: shall mean, as of any time, the latest termination date of any Commitments or Loans hereunder as of such time.

“Lenders”:  shall mean the Revolving Lenders and Term Loan Lenders; provided that, unless the context otherwise requires, each reference herein to the Lenders shall be deemed to include the Swingline Lender and the Issuing Bank.

“Letters of Credit”:  shall have the meaning set forth in Section 3.1(a).

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“Lien”:  shall mean any mortgage, pledge, hypothecation, collateral assignment, security deposit arrangement, encumbrance in the nature of a security interest, lien (statutory or other), charge or other security interest or any preference, priority or other security agreement or similar preferential arrangement (including any conditional sale or other title retention agreement and any capital lease having substantially the same economic effect as any of the foregoing).  For the avoidance of doubt, “Lien” shall not be deemed to include any license or sublicense of Intellectual Property.

“Loan”:  shall mean any loan made by any Lender pursuant to this Agreement.

“Loan Documents”:  shall mean this Agreement, the Security Documents, the Intercreditor Agreement, the OnCure Assets Intercreditor Agreement, the Notes and any amendment, waiver, supplement or other modification to any of the foregoing.

“Loan Parties”:  shall mean each Group Member that is a party to a Loan Document.

“Majority Facility Lenders”:  shall mean (a) with respect to the Term Facility, the holders (other than Defaulting Lenders) of more than 50% of the aggregate unpaid principal amount of the Term Loans and (b) with respect to the Revolving Loans and Commitments, the Majority Revolving Lenders.

“Majority Revolving Lenders”:  shall mean the holders (other than Defaulting Lenders) of more than 50% of the Total Commitments (or, if the Commitments have terminated, the holders (other than Defaulting Lenders) of more than 50% of the Total Extensions of Credit).

“Managed Care Plans”:  shall mean all health maintenance organizations, preferred provider organizations, individual practice associations, competitive medical plans and similar arrangements.

“Management Agreement” means the management agreement between certain of the management companies associated with the Permitted Holders and the Borrower as in effect on the Closing Date and any amendment or replacement thereof so long as any such amendment or replacement agreement is not more disadvantageous to the Lenders in any material respect than the original agreement as in effect on the Closing Date.

“Material Adverse Effect”:  shall mean a material adverse effect on (a) the business, property, operations or financial condition of the Borrower and its Restricted Subsidiaries taken as a whole or (b) the validity or enforceability of this Agreement, the Notes or any of the other Loan Documents, the Liens granted thereunder or the rights or remedies of the Administrative Agent or the Lenders under this Agreement, the Notes or the other Loan Documents.

“Materials of Environmental Concern”:  shall mean any gasoline or petroleum (including crude oil or any fraction thereof) or petroleum products, polychlorinated biphenyls, infectious, bio-hazardous and medical waste, asbestos, pollutants, contaminants, radioactivity and radioactive materials, and any other substances, materials, chemicals, wastes, compounds, mixtures or constituents in any form that are regulated pursuant to or can give rise to liability under any Environmental Law.

“Medical Developers”:  shall mean Medical Developers, LLC.

“Minimum Collateral Amount”:  shall mean, at any time, an amount equal to 103% of the Fronting Exposure of the Issuing Bank at such time.

“Moody’s”:  shall have the meaning set forth in the definition of “Cash Equivalents.”

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“Mortgaged Properties”:  shall mean each owned real (or, solely to the extent relating to the property referred to in clause (iii) of Section 6.14 of the Original Credit Agreement, leasehold) property as to which the Collateral Agent for the benefit of the Secured Parties shall be required to be granted a Lien pursuant to Section 6.9 or 6.10.

“Mortgages”:  shall mean all fee mortgages, assignments of leases, mortgage deeds, deeds of trust, deeds to secure debt, security agreements, and other similar instruments, executed or to be executed by any Loan Party (i) which provide the Collateral Agent, for the benefit of the Secured Parties, a first priority Lien on the Mortgaged Properties subject to the Liens permitted by each Mortgage and, to the extent applicable, the OnCure Assets Intercreditor Agreement, as amended, restated, modified, extended or supplemented from time to time, substantially in the form of Exhibit L to the Original Credit Agreement.

“Multiemployer Plan”:  shall mean a “multiemployer plan” as defined in Section 4001(a)(3) of ERISA.

“Net Cash Proceeds” means, with respect to any Asset Sale, the proceeds in the form of cash or Cash Equivalents including payments in respect of deferred payment obligations when received in the form of cash or Cash Equivalents (other than the portion of any such deferred payment constituting interest) received by the Borrower or any of its Restricted Subsidiaries from such Asset Sale net of:

(1)           out-of-pocket expenses and fees relating to such Asset Sale (including, without limitation, legal, accounting and investment banking fees and sales commissions);

(2)           taxes paid or payable after taking into account any reduction in consolidated tax liability due to available tax credits or deductions and any tax sharing arrangements;

(3)           repayment of Indebtedness (including any required premiums or prepayment penalties) that is secured by the property or assets that are the subject of such Asset Sale; and

(4)           appropriate amounts to be provided by the Borrower or any Restricted Subsidiary, as the case may be, as a reserve, in accordance with GAAP, against any liabilities associated with such Asset Sale and retained by the Borrower or any Restricted Subsidiary, as the case may be, after such Asset Sale, including, without limitation, pension and other post-employment benefit liabilities, liabilities related to environmental matters and liabilities under any indemnification obligations associated with such Asset Sale.

“Net Cash Proceeds Trigger” means, at any date, that the aggregate Net Cash Proceeds from Asset Sales that have not been applied pursuant to clause (3) of Section 7.5 during the most recent four full fiscal quarters ending prior to the such date for which internal financial statements are available shall have exceeded 30% of Consolidated EBITDA for such period of four full fiscal quarters.

“Non-Consenting Lender”:  shall have the meaning set forth in Section 2.22.

“Non-Defaulting Lender”:  shall mean, at any time, each Lender that is not a Defaulting Lender at such time.

“Non-Excluded Taxes”:  shall mean with respect to the Administrative Agent and any Lender, any Taxes other than Excluded Taxes.

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“Non-Profit Entity”:  shall mean any entity duly acquired or formed and organized by the Borrower or any Restricted Subsidiary as a not-for-profit entity under applicable state law in furtherance of the business needs of Borrower and its Restricted Subsidiaries.

“Non-Wholly-Owned Subsidiary”:  shall mean any  Restricted Subsidiary (other than a Non-Profit Entity or an Insurance Subsidiary) that is not a Wholly-Owned Subsidiary.

“Notes”:  shall mean the collective reference to any Revolving Note, Swingline Note or Term Note.

“Notes Collateral Agent”:  shall mean Wilmington Trust, National Association, as collateral agent for the holders of the Second Lien Notes.

“Obligations”:  shall mean the unpaid principal of and interest on (including interest accruing after the maturity of the Loans and Reimbursement Obligations and interest accruing after the filing of any petition in bankruptcy, or the commencement of any insolvency, reorganization or like proceeding, relating to the Borrower, whether or not a claim for post-filing or post-petition interest is allowed in such proceeding) the Loans and all other obligations and liabilities of the Borrower to the Administrative Agent or to any Lender, whether direct or indirect, absolute or contingent, due or to become due, or now existing or hereafter incurred, which may arise under this Agreement, any other Loan Document, the Letters of Credit or any other document made, delivered or given in connection herewith or therewith, whether on account of principal, interest, reimbursement obligations, fees, indemnities, costs, expenses (including all fees, charges and disbursements of counsel to the Administrative Agent or to any Lender that are required to be paid by the Borrower pursuant hereto) or otherwise.

“OnCure” means OnCure Holdings, Inc.

“OnCure Acquisition” means the acquisition of OnCure by the Borrower pursuant to the OnCure Acquisition Agreement.

“OnCure Acquisition Agreement” means that certain Investment Agreement dated as of June 22, 2013, by and among the Borrower and OnCure.

“OnCure Assets Intercreditor Agreement” means that certain intercreditor agreement by and among the Collateral Agent and the OnCure Notes Collateral Agent which shall provide, among other things, for the priority upon exercise of remedies or realization on the OnCure Collateral, that the proceeds thereof are applied first to the OnCure Notes, second to the Secured Obligations and then to the other parties entitled thereto under the Intercreditor Agreement and otherwise be in form and substance reasonably satisfactory to the Administrative Agent and the Collateral Agent.

“OnCure Collateral” shall have the meaning set forth in the definition of OnCure Indenture.

“OnCure Guarantors” shall have the meaning set forth in the definition of OnCure Indenture.

“OnCure Indenture” means the indenture dated as of May 13, 2010 by and between Wilmington Trust FSB, as trustee, OnCure and the Persons set forth as “Guarantors” therein (the “OnCure Guarantors”), as such indenture shall be amended on or around the date of consummation of the OnCure Acquisition  to permit, among other things, the guarantee  by OnCure and the OnCure Guarantors  of the Secured Obligations and the Second Lien Notes, and to grant Liens on the “Collateral” (as defined

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in such indenture, the “OnCure Collateral”) to secure the Secured Obligations under the Security Documents.

“OnCure Notes” means the 11-3/4% Senior Secured Notes due 2017 issued by OnCure, pursuant to the OnCure Indenture.

“OnCure Notes Collateral Agent” the “Collateral Agent” referred to in the OnCure Indenture and its successors.

“OnCure Notes Documents” means the OnCure Indenture, the “Collateral Agreements” referred to therein and other documents executed in connection with the OnCure Notes, whether upon the issuance, amendment or supplementation thereof.

“Original Credit Agreement” has the meaning assigned to such term in the Amendment Agreement.

“Other Taxes”:  shall mean all present or future stamp, documentary or any other excise, intangible, mortgage recording or similar Taxes arising from any payment made hereunder or under any other Loan Document or from the execution, delivery or enforcement of, or in connection with any transactions to be performed by the parties pursuant to the terms of this Agreement or any other Loan Document.

“Parent”:  shall have the meaning set forth in the preamble.

“Participant”:  shall have the meaning set forth in Section 10.6(d).

“PBGC”:  shall mean the Pension Benefit Guaranty Corporation established pursuant to Subtitle A of Title IV of ERISA (or any successor).

“Permitted Amendment” means an amendment to this Agreement and the other Loan Documents, effected in connection with an Extension Offer pursuant to Section 2.25, providing for an extension of the Termination Date applicable to the Lenders’ Commitments or Loans of the applicable Extension Request Class for the Lenders that consent to such amendment (such Commitments being referred to as the “Extended Commitments”) and, in connection therewith, (a) an increase or decrease in the rate of interest or commitment or letter of credit fees (including through fixed interest rates and changes to the interest rate margins or rate floors) accruing on such Extended Commitments and/or (b) an addition of any affirmative or negative covenants applicable to the Borrower and the Restricted Subsidiaries that are only applicable following the Latest Termination Date.  For the avoidance of doubt, the Borrower shall be permitted to pay fees to the Lenders for extending their Commitments and/or Loans pursuant to a Permitted Amendment in connection with the consummation of the Permitted Amendment.

“Permitted Holder(s)” means each of Vestar Capital Partners and each of its Affiliates but not including, however, any portfolio operating companies of any of the foregoing.

“Permitted Investments”: shall mean:

(1)           Investments by the Borrower or any Restricted Subsidiary of the Borrower in any Person that is or will become immediately after such Investment a Restricted Subsidiary of the Borrower or that will merge or consolidate into the Borrower or a Restricted Subsidiary of the Borrower;

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(2)           Investments in the Borrower by any Restricted Subsidiary of the Borrower;

(3)           Investments in cash and Cash Equivalents;

(4)           loans and advances to employees, directors and officers of the Borrower and its Restricted Subsidiaries or to any physician affiliated with the Borrower or its Restricted Subsidiaries, or to any employee of any such physician, in the ordinary course of business for bona fide business purposes not in excess of $3,000,000 at any one time outstanding;

(5)           Hedging Obligations entered into not for speculative purposes and otherwise in compliance with the Loan Documents;

(6)           Investments in securities of trade creditors or customers received pursuant to any plan of reorganization or similar arrangement upon the bankruptcy or insolvency of such trade creditors or customers or in good faith settlement of delinquent obligations of such trade creditors or customers;

(7)           Investments made by the Borrower or its Restricted Subsidiaries as a result of consideration received in connection with an Asset Sale made in compliance with Section 7.5 or any consideration received in connection with a disposition of assets excluded from the definition of “Asset Sale”;

(8)           Investments represented by guarantees that are otherwise permitted under this Agreement and the Loan Documents;

(9)           Investments the payment for which is Qualified Capital Stock of the Borrower;

(10)         Investments by the Borrower or the Restricted Subsidiaries in Unrestricted Subsidiaries, taken together with all other Permitted Investments pursuant to this clause (10) not to exceed $10,000,000 at any one time outstanding;

(11)         Investments relating to Insurance Subsidiaries, up to an aggregate principal amount outstanding at any one time equal to $10,000,000;

(12)         Investments in joint ventures not to exceed $30,000,000 at any time outstanding;

(13)         workers’ compensation, utility, lease and similar deposits and prepaid expenses in the ordinary course of business and endorsements of negotiable instruments and documents in the ordinary course of business;

(14)         receivables owing to the Borrower or a Restricted Subsidiary of the Borrower if created or acquired in the ordinary course of business and payable or dischargeable in accordance with customary trade terms; provided that such trade terms may include such concessionary trade terms as the Borrower or such Restricted Subsidiary, as the case may be, deems reasonable under the circumstances;

(15)         any Investments in payroll, travel and similar advances to cover matters that are expected at the time of such advances ultimately to be treated as expenses for accounting purposes;

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(16)         any Investments existing on the Closing Date and set forth on Schedule 1.1E of the Original Credit Agreement and any modification, renewal, replacement or extension thereof; provided that the outstanding amount of such Investment may not be increased by any such modification, renewal, replacement or extension thereof unless (x) such modification, renewal, replacement or extension is required by the terms of such Investment as in existence on the Closing Date, (y) the aggregate amount by which all Investments made under this clause (16) may be increased after the Closing Date shall not exceed $20,000,000 or (z) as otherwise permitted by this Agreement and the Loan Documents;

(17)         Investments consisting of licensing of intellectual property pursuant to joint marketing arrangements with other Persons;

(18)         Investments consisting of earnest money deposits required in connection a purchase agreement or other acquisition; and

(19)         additional Investments not to exceed the greater of $20,000,000 and 2.0% of Total Assets at any one time outstanding, provided that if such Investment is in Capital Stock of a Person that subsequently becomes a Restricted Subsidiary, such Investment shall thereafter be deemed permitted under clause (1) above and shall not be included as having been made pursuant to this clause (19).

Notwithstanding the foregoing, no Investment shall be made in OnCure or any of its Subsidiaries pursuant to clause (1) or (2) above by any Person other than OnCure or any of its Subsidiaries in an aggregate amount exceeding $30,000,000 plus the aggregate amount of cash and Cash Equivalents received by Borrower or any of its Restricted Subsidiaries (other than OnCure and its Subsidiaries) in respect of or as a return of any Investment in, or any dividend or other distribution received from, OnCure and/or any of its Subsidiaries; provided that this sentence shall not limit the making of Investments in Restricted Subsidiaries that comprise Oncure and its Subsidiaries (A) to the extent such Investments are comprised of the accrual or allocation of expenses or other charges on behalf of such Restricted Subsidiaries or (B) to the extent such Investments are made within 180 days following the OnCure Acquisition and are comprised of (i) cash consideration for the purchase of OnCure and fees and expenses associated with such purchase (including fees and expenses associated with the insolvency proceeding for OnCure and fees of consultants retained in connection with such proceeding) and/or (ii) costs in connection with the implementation of cost savings and synergies related to the OnCure Acquisition.

“Permitted Liens”: shall mean the following types of Liens:

(1)           Liens for taxes, assessments or governmental charges or claims either (a) not delinquent or (b) contested in good faith by appropriate proceedings and as to which the Borrower or its Restricted Subsidiaries shall have set aside on its books such reserves as may be required pursuant to GAAP;

(2)           statutory Liens of landlords and Liens of carriers, warehousemen, mechanics, suppliers, materialmen, repairmen and other Liens imposed by law incurred in the ordinary course of business for sums not yet delinquent or being contested in good faith, if such reserve or other appropriate provision, if any, as shall be required by GAAP shall have been made in respect thereof;

(3)           Liens incurred or deposits made in the ordinary course of business in connection with workers’ compensation, unemployment insurance and other types of social security, including any Lien securing letters of credit issued in the ordinary course of business consistent

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with past practice in connection therewith, or to secure the performance of tenders, statutory obligations, surety and appeal bonds, bids, leases, government contracts, performance and return-of-money bonds and other similar obligations (exclusive of obligations for the payment of borrowed money);

(4)           judgment Liens not giving rise to an Event of Default;

(5)           easements, rights-of-way, zoning restrictions and other similar charges or encumbrances in respect of real property not interfering in any material respect with the ordinary conduct of the business of the Borrower or any of its Restricted Subsidiaries;

(6)           any interest or title of a lessor under any Capitalized Lease Obligation; provided that such Liens do not extend to any property or assets which is not leased property subject to such Capitalized Lease Obligation;

(7)           Liens securing Purchase Money Indebtedness; provided, however, that (a) such Purchase Money Indebtedness shall not exceed the purchase price or other cost of such property or equipment and shall not be secured by any property or equipment of the Borrower or any Restricted Subsidiary of the Borrower other than the property and equipment so acquired and (b) the Lien securing such Purchase Money Indebtedness shall be created within 90 days of such acquisition;

(8)           Liens upon specific items of inventory or other goods and proceeds of any Person securing such Person’s obligations in respect of bankers’ acceptances issued or created for the account of such Person to facilitate the purchase, shipment or storage of such inventory or other goods;

(9)           Liens securing reimbursement obligations with respect to commercial letters of credit which encumber documents and other property relating to such letters of credit and products and proceeds thereof;

(10)         Liens encumbering deposits made to secure obligations arising from statutory, regulatory, contractual, or warranty requirements of the Borrower or any of its Restricted Subsidiaries, including rights of offset and set off;

(11)         Liens securing Hedging Obligations otherwise permitted under this Agreement and the other Loan Documents;

(12)         Liens securing Indebtedness under Currency Agreements;

(13)         Liens securing Acquired Indebtedness incurred in accordance with Section 7.2; provided that:

(a)           such Liens secured such Acquired Indebtedness at the time of and prior to the incurrence of such Acquired Indebtedness by the Borrower or a Restricted Subsidiary of the Borrower and were not granted in connection with, or in anticipation of, the incurrence of such Acquired Indebtedness by the Borrower or a Restricted Subsidiary of the Borrower; and

(b)           such Liens do not extend to or cover any property or assets of the Borrower or of any of its Restricted Subsidiaries other than the property or assets that

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secured the Acquired Indebtedness prior to the time such Indebtedness became Acquired Indebtedness of the Borrower or a Restricted Subsidiary of the Borrower and are no more favorable to the lienholders than those securing the Acquired Indebtedness prior to the incurrence of such Acquired Indebtedness by the Borrower or a Restricted Subsidiary of the Borrower;

(14)         Liens on assets of a Restricted Subsidiary of the Borrower that is not a Guarantor to secure Indebtedness of such Restricted Subsidiary that is otherwise permitted under this Agreement and the other Loan Documents;

(15)         leases, subleases, licenses and sublicenses granted to others that do not materially interfere with the ordinary cause of business of the Borrower and its Restricted Subsidiaries;

(16)         banker’s Liens, rights of setoff and similar Liens with respect to cash and Cash Equivalents on deposit in one or more bank accounts in the ordinary course of business;

(17)         Liens arising from filing Uniform Commercial Code financing statements regarding leases;

(18)         Liens in favor of customs and revenue authorities arising as a matter of law to secure payments of custom duties in connection with the importation of goods;

(19)         Liens on assets of any Restricted Subsidiary of the Borrower that is not a Guarantor;

(20)         Liens on assets or Capital Stock of Unrestricted Subsidiaries;

(21)         Liens securing insurance premium financing; provided that such Liens do not extend to any property or assets other than the insurance policies and proceeds thereof;

(22)         Liens on Collateral securing any Collateralized Obligations in respect of the Second Lien Notes issued on the Closing Date, and, to the extent related to such Second Lien Notes issued on the Closing Date, obligations under the Second Lien Notes Documentation, including, for the avoidance of doubt, obligations in respect of exchange notes issued in exchange for the Second Lien Notes pursuant to the Registration Rights Agreement and the guarantees of such Second Lien Notes issued on the Closing Date, so long as all Liens pursuant to this clause (22) are subject to the Intercreditor Agreement in the capacity of “Second Priority Claims”;

(23)         Liens created pursuant to the Loan Documents and other Security Documents;

(24)         Liens on the Collateral in favor of any collateral agent for the benefit of the holders of the Second Lien Notes relating to such collateral agent’s administrative expenses with respect to the Collateral;

(25)         other Liens securing obligations incurred in the ordinary course of business which obligations do not exceed $108,000,000 at any one time outstanding; provided that any amounts secured under this clause (25) in excess of $25,000,000 may be used only to secure the obligations under the OnCure Notes (provided that any such Liens granted to secure the OnCure Notes shall only be granted pursuant to the OnCure Notes Documents) and any Refinancing thereof to the extent that such Liens would have otherwise been permitted to be incurred pursuant to clause (27) of this definition ;

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(26)         Liens securing Collateralized Obligations in respect of any Indebtedness permitted to be incurred pursuant to Section 7.2; provided that, with respect to Liens securing obligations permitted under this clause (26), at the time of incurrence and after giving pro forma effect thereto, the Consolidated Secured Leverage Ratio would be no greater than 3.25 to 1.00; provided further that, for purposes of calculating the Consolidated Secured Leverage Ratio pursuant to this clause (26), the total amount of Indebtedness permitted to be incurred pursuant to Section 7.2(b) shall be deemed to be outstanding and secured by Liens; provided further that  the holders of such Indebtedness, or their representative, shall become party to the Intercreditor Agreement in the capacity of “Second Priority Claims” or another intercreditor agreement pursuant to which such Liens securing such Indebtedness are subordinated to the Liens securing the Secured Obligations to at least the same extent as the Liens securing the Second Lien Notes are subordinated to the Liens securing the Secured Obligations under the Intercreditor Agreement as of the Amendment and Restatement Effective Date; and

(27)         Liens incurred to secure obligations in respect of Indebtedness permitted by clause (k) of the second paragraph of Section 7.2; provided that such Liens do not extend to any additional property or assets other than the Liens securing such Indebtedness being Refinanced; provided further if such Liens were required to be subject to an intercreditor agreement with respect to the Indebtedness that was the subject of such Refinancing, then such Liens shall be subject to the same or another intercreditor agreement in a capacity that is at least as favorable to the Secured Parties as the intercreditor agreement as in effect immediately prior to such Refinancing.

“Person” means an individual, partnership, corporation, unincorporated organization, trust or joint venture, or a governmental agency or political subdivision thereof.

“Plan”:  shall mean any employee benefit plan (other than a Multiemployer Plan) that is covered by Title IV of ERISA or subject to the minimum funding standard of Section 412 of the Code or Section 302 of ERISA and is maintained or contributed to by the Borrower or a Commonly Controlled Entity.

“Pledged Stock”:  shall have the meaning assigned to such term in the Guaranty and Collateral Agreement.

“Preferred Stock” of any Person means any Capital Stock of such Person that has preferential rights to any other Capital Stock of such Person with respect to dividends or redemptions or upon liquidation.

“Pricing Grid”:  shall mean the applicable table set forth below in respect of Revolving Loans, Swingline Loans and the Commitment Fee Rate for Commitments:

For the purposes of the Pricing Grid, changes in the Applicable Margin for Revolving Loans, Swingline Loans and Commitment Fee Rate resulting from changes in the Total Leverage Ratio

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shall become effective on the date (the “Adjustment Date”) that is three Business Days after the date on which financial statements are delivered to the Lenders pursuant to Section 6.1 (commencing on the Adjustment Date in respect of the delivery of financial statements for the first fiscal quarter ending after the Closing Date) and shall remain in effect until the next change to be effected pursuant to this paragraph.  If any financial statements referred to above are not delivered within the time periods specified in Section 6.1, then, until the date that is three Business Days after the date on which such financial statements are delivered, the highest rate set forth in each column of the Pricing Grid shall apply.

“Properties”:  shall have the meaning set forth in Section 4.17(a).

“Purchase Money Indebtedness” means Indebtedness of the Borrower and its Restricted Subsidiaries incurred for the purpose of financing all or any part of the purchase price, or the cost of installation, construction or improvement, of property or equipment that is used or is useful in a Similar Business (including through the purchase of Capital Stock of any Person owning such assets).

“Qualified Capital Stock” means any Capital Stock that is not Disqualified Capital Stock.

“Qualified Counterparty”:  shall mean with respect to any Swap Agreement, any counterparty thereto that (a) is a Lender or an Affiliate of a Lender on the Closing Date or (b) at the time such Swap Agreement was entered into, was a Lender or an Affiliate of a Lender.

“Qualified Proceeds” means any of the following or any combination of the following:

(1)           cash and Cash Equivalents;

(2)           the fair market value of assets that are used or useful in a Similar Business; and

(3)           Capital Stock of a Person engaged in a Similar Business.

“Real Property”:  shall mean, collectively, all right, title and interest (including any leasehold, mineral or other estate) in and to any and all parcels of or interests in real property owned, leased or operated by any Person, whether by lease, license or other means, together with, in each case, all easements, hereditaments and appurtenances relating thereto, all improvements and appurtenant fixtures and equipment, all general intangibles and contract rights and other property and rights incidental to the ownership, lease or operation thereof.

“Refinance” means, in respect of any security or Indebtedness, to refinance, extend, renew, refund, repay, prepay, redeem, defease or retire, or to issue a security or Indebtedness in exchange or replacement for, such security or Indebtedness in whole or in part.  “Refinanced” and “Refinancing” shall have correlative meanings.

“Refinancing Indebtedness” means any Refinancing by the Borrower or any Restricted Subsidiary of the Borrower of Indebtedness incurred in accordance with Section 7.2 (other than pursuant to clauses (b), (d), (e), (f), (g), (h), (i), (j), (l), (m), (n) or (o) of the second paragraph of Section 7.2), in each case that does not:

(1)           create Indebtedness with an aggregate principal amount in excess of the aggregate principal amount of Indebtedness of such Person being Refinanced (plus accrued interest, premiums paid and the amount of fees and expenses incurred by the Borrower in connection with such Refinancing); or

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(2)           create Indebtedness with:  (a) a Weighted Average Life to Maturity that is less than the Weighted Average Life to Maturity of the Indebtedness being Refinanced; or (b) a final maturity earlier than the earlier of (i) the final maturity of the Indebtedness being Refinanced or (ii) the final maturity of the notes plus six months; provided that (x) if such Indebtedness being Refinanced is Indebtedness solely of the Borrower and the Guarantors (and is not otherwise guaranteed by a Restricted Subsidiary of the Borrower), then such Refinancing Indebtedness shall be Indebtedness of the Borrower and/or the Guarantors and (y) if such Indebtedness being Refinanced is subordinate in right of payment to the Obligations, then such Refinancing Indebtedness shall be subordinate in right of payment to the Obligations, as the case may be, at least to the same extent and in the same manner as the Indebtedness being Refinanced.

“Refunded Swingline Loans”:  shall have the meaning set forth in Section 2.7(b).

“Register”:  shall have the meaning set forth in Section 10.6(c).

“Registration Rights Agreement” means the Registration Rights Agreement, dated as of the Closing Date, among the Borrower, the Guarantors and the Initial Purchasers.

“Regulated Entity”:  shall mean any existing and future direct and indirect Restricted Subsidiary of the Borrower that is (i) an insurance company, (ii) a company regulated as an insurance company or (iii) otherwise subject to regulation by any governmental authority and for which the incurrence of debt (including guarantees) or the granting of Liens with respect to its assets would be prohibited or restricted or would result in a negative impact on any minimum risk-based capital, capital or similar requirement applicable to it.

“Regulation D”:  shall mean Regulation D of the Board as in effect from time to time.

“Regulation S-X”:  shall mean Regulation S-X under the Securities Exchange Act of 1934.

“Regulation U”:  shall mean Regulation U of the Board as in effect from time to time.

“Reimbursement Obligation”:  shall mean the obligation of the Borrower to reimburse the Issuing Bank pursuant to Section 3.5 for amounts drawn under any Letter of Credit.

“Release”:  shall mean any spilling, leaking, seepage, pumping, pouring, emitting, emptying, discharging, injecting, escaping, leaching, dumping, disposing, depositing, dispersing, emanating or migrating of any Material of Environmental Concern in, into, onto or through the Environment, or in, onto or from any building or structure.

“Reorganization”:  shall mean, with respect to any Multiemployer Plan, the condition that such plan is in reorganization within the meaning of Section 4241 of ERISA.

“Reportable Event”:  shall mean any of the events set forth in Section 4043(c) of ERISA, other than those events as to which the thirty day notice period is waived by applicable regulations under Section 4043 of ERISA.

“Required Lenders”:  shall mean, at any time, the holders (other than Defaulting Lenders) of more than 50% of the sum of (i) the aggregate unpaid principal amount of the Term Loan Commitments or Term Loans then outstanding and (ii) the Total Commitments then in effect or, if the

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Commitments have been terminated, the Total Extensions of Credit then outstanding, excluding any Loans or Commitments held by an Affiliate of the Borrower at such time.

“Requirements of Law”:  shall mean, as to any Person, the certificate of incorporation and by-laws or other organizational or governing documents of such Person, and any law, treaty, rule or regulation or determination of an arbitrator or a court or other Governmental Authority, in each case applicable to or binding upon such Person or any of its property or to which such Person or any of its property is subject.

“Responsible Officer”:  shall mean the chief executive officer, president, vice president, chief financial officer, treasurer or the chief accounting officer of the Borrower.

“Restricted Payment”:  shall have the meaning set forth in Section 7.6.

“Restricted Subsidiary” of any Person means any Subsidiary of such Person which at the time of determination is not an Unrestricted Subsidiary.

“Revolving Lender”:  shall mean at any time, each Lender that has a Commitment or holds an Extension of Credit at such time.

“Revolving Loans”:  shall have the meaning assigned to such term in Section 2.4(a).

“Revolving Note”:  shall mean a promissory note made by the Borrower in favor of a Lender evidencing the Revolving Loans made by such Lender, substantially in the form of Exhibit E-1 to the Original Credit Agreement, and any amendments, supplements and modifications thereto, any substitutes therefor, and any replacements, restatements, renewals or extension thereof, in whole or in part.

“Revolving Obligations” means all Secured Obligations other than the Term Loan Obligations; provided that “Revolving Obligations” shall exclude any Excluded Swap Obligations and any Secured Swap Obligations.

“S&P”:  shall have the meaning set forth in the definition of “Cash Equivalents”.

“Sale and Leaseback Transaction”:  shall mean any direct or indirect arrangement with any Person or to which any such Person is a party, providing for the leasing to the Borrower or a Restricted Subsidiary of Borrower of any property, whether owned by the Borrower or any Restricted Subsidiary at the Closing Date or later acquired, which has been or is to be sold or transferred by the Borrower or such Restricted Subsidiary to such Person or to any other Person from whom funds have been or are to be advanced by such Person on the security of such Property.

“SEC”:  shall mean the Securities and Exchange Commission, any successor thereto and any analogous Governmental Authority.

“Second Lien Notes”:  shall mean the $350,000,000 in aggregate principal amount of 8-7/8% senior secured notes due 2017 issued by the Borrower on the Closing Date.

“Second Lien Notes Documentation”:  shall mean the Second Lien Notes Indenture and any other documents delivered pursuant thereto.

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“Second Lien Notes Indenture”: shall mean the indenture dated of the Closing Date pursuant to which the Second Lien Notes were issued.

“Secured Cash Management Agreement” means any Cash Management Agreement permitted under Sections 6 and 7 of this Agreement that is entered into by and between any Loan Party or any of its Restricted Subsidiaries and a Cash Management Bank.

“Secured Indebtedness” means any Indebtedness secured by a Lien other than Indebtedness with respect to Cash Management Services.

“Secured Obligations” has the meaning assigned to such term in the Guaranty and Collateral Agreement; provided that the “Secured Obligations” shall exclude any Excluded Swap Obligations.

“Secured Parties”:  shall mean, collectively, the Administrative Agent, the Collateral Agent, each other Agent, the Lenders, each Qualified Counterparty to a Secured Swap Agreement and each Cash Management Bank with respect to Secured Cash Management Agreements.

“Secured Swap Agreement” means any Swap Agreement permitted under Sections 6 and 7 of this Agreement that is entered into by and between any Loan Party and a Qualified Counterparty and designated by the Borrower as a Secured Swap Agreement under the Loan Documents; provided, that any Swap Agreement between any Loan Party and a Qualified Counterparty in effect on the Amendment and Restatement Effective Date shall be deemed to be so designated as a Secured Swap Agreement.

“Security Documents”:  shall mean the collective reference to the Guaranty and Collateral Agreement, the Mortgages and all other security documents hereafter delivered to the Administrative Agent granting a Lien on any property of any Loan Party to secure the obligations and liabilities of any Loan Party under any Loan Document.

“Senior Subordinated Notes”:  shall mean $376,250,000 in aggregate principal amount of senior subordinated notes issued by the Borrower pursuant to the Senior Subordinated Notes Indenture and outstanding on the Closing Date.

“Senior Subordinated Notes Indenture”:  shall mean the indenture dated April 20, 2010 by and among the Borrower, Wells Fargo Bank, National Association, as trustee, and the other parties thereto, as amended or modified to the extent permitted hereby.

“Shareholders Agreement”:  shall mean that certain Securityholders Agreement, dated as of March 25, 2008 by and among Radiation Therapy Investments, LLC and the securityholders party thereto.

“Similar Business” means any business conducted or proposed to be conducted by the Borrower and its Restricted Subsidiaries on the Closing Date or any business that is the same, similar, complementary, reasonably related, incidental or ancillary thereto or a reasonable extension thereof, or other businesses to the extent as would not be material to the Borrower and its Subsidiaries taken as a whole.

“Solvent”:  shall mean, with respect to any Person, that, as of any date of determination, (a) the present fair salable value taken on a going concern basis of the assets of such Person will, as of such date, be greater than the amount that will be required to pay the probable liability of such Person on its debts as such debts become absolute and matured in the ordinary course of business, (b) such Person

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will not have, as of such date, an unreasonably small amount of capital with which to conduct its business, and (c) such Person will generally be able to pay its debts as they mature in the ordinary course of business.  The amount of contingent liabilities at any time shall be computed as the amount that can reasonably be expected to become an actual or matured liability.  For purposes of this definition, (i) “debt” means liability on a “claim,” and (ii) “claim” means any (x) right to payment, whether or not such a right is reduced to judgment, liquidated, unliquidated, fixed, contingent, matured, unmatured, disputed, undisputed, legal, equitable, secured or unsecured or (y) right to an equitable remedy for breach of performance if such breach gives rise to a right to payment, whether or not such right to an equitable remedy is reduced to judgment, fixed, contingent, matured or unmatured, disputed, undisputed, secured or unsecured.

“Strategic Investors”: shall mean physicians, hospitals, health systems, other healthcare providers, other healthcare companies and other similar strategic joint venture partners which joint venture partners are actively involved in the day-to-day operations of providing radiation therapy and related services, or, in the case of physicians, that have retired therefrom, individuals who are former owners or employees of radiation therapy facilities purchased by the Borrower or any of its Restricted Subsidiaries.

“Subsidiary”, with respect to any Person, means:

(1)           any corporation of which the outstanding Capital Stock having at least a majority of the votes entitled to be cast in the election of directors under ordinary circumstances shall at the time be owned, directly or indirectly, by such Person; or

(2)           any other Person of which at least a majority of the voting interest under ordinary circumstances is at the time, directly or indirectly, owned by such Person.

Unless otherwise indicated, a Subsidiary shall be deemed to be a Subsidiary of Borrower.

“Subsidiary Guarantor”:  shall mean each Restricted Subsidiary of the Borrower other than any (a) Foreign Subsidiary, (b) Non-Wholly-Owned Subsidiary, to the extent such Non-Wholly-Owned Subsidiary is precluded from becoming a Subsidiary Guarantor (or, to so become, would require the consent of a third party that is a holder of Capital Stock of such Subsidiary) by the terms of such Non-Wholly-Owned Subsidiary’s organizational or related documents, (c) Subsidiary that is a Non-Profit Entity, (d) Insurance Subsidiary, (e) Subsidiary that is a Regulated Entity, (f) Immaterial Subsidiary, (g) Broker Dealer Subsidiary, (h) Subsidiary that is prohibited by applicable law from becoming a Subsidiary Guarantor, (i) Subsidiary to the extent the burden or cost of such Subsidiary becoming a Subsidiary Guarantor outweighs the benefit afforded thereby as determined by the Administrative Agent and the Borrower or (j) for the avoidance of doubt, Unrestricted Subsidiary; provided that any Person constituting a Guarantor as described above shall cease to constitute a Guarantor when its respective guarantee is otherwise released in accordance with the terms of the Loan Documents.

“Subordinated Indebtedness” means Indebtedness of the Borrower or any Guarantor that is subordinated or junior in right of payment to the Obligations.

“Survey”:  shall mean a survey of any Mortgaged Property (and all improvements thereon) which is (a) (i) prepared by a surveyor or engineer licensed to perform surveys in the jurisdiction where such Mortgaged Property is located, (ii) dated (or redated) not earlier than six months prior to the date of delivery thereof unless there shall have occurred within six months prior to such date of delivery any material exterior construction on the site of such Mortgaged Property or any easement, right of way or other interest in the Mortgaged Property has been granted or become effective through operation of law

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or otherwise with respect to such Mortgaged Property which, in either case, can be depicted on a survey, in which events, as applicable, such survey shall be dated (or redated) after the completion of such construction or if such construction shall not have been completed as of such date of delivery, not earlier than 20 days prior to such date of delivery, or after the grant or effectiveness of any such easement, right of way or other interest in the Mortgaged Property, (iii) certified by the surveyor (in a manner reasonably acceptable to the Administrative Agent) to the Administrative Agent and the Title Company, (iv) complying in all material respects with the minimum detail requirements of the American Land Title Association as such requirements are in effect on the date of preparation of such survey and (v) sufficient for the Title Company to remove all standard survey exceptions from the title insurance policy (or commitment) relating to such Mortgaged Property and issue the endorsements of the type required by Section 6.14(iii) of the Original Credit Agreement or (b) otherwise reasonably acceptable to the Administrative Agent.

“Swap Agreement”:  shall mean any agreement with respect to any swap, forward, future or derivative transaction or option or similar agreement involving, or settled by reference to, one or more rates, currencies, commodities, equity or debt instruments or securities, or economic, financial or pricing indices or measures of economic, financial or pricing risk or value or any similar transaction or any combination of these transactions; provided that no phantom stock or similar plan providing for payments only on account of services provided by current or former directors, officers, employees or consultants of the Borrower or any of its Subsidiaries shall be a “Swap Agreement.”

“Swap Obligations” means with respect to any Guarantor any obligation to pay or perform under any agreement, contract or transaction that constitutes a “swap” within the meaning of Section 1a(47) of the Commodity Exchange Act.

“Swingline Commitment”:  shall mean the obligation of the Swingline Lender to make Swingline Loans pursuant to Section 2.6 in an aggregate principal amount at any one time outstanding not to exceed $15,000,000.

“Swingline Lender”:  shall mean Wells Fargo, in its capacity as the lender of Swingline Loans.

“Swingline Loans”:  shall have the meaning set forth in Section 2.6.

“Swingline Note”:  shall mean a promissory note made by the Borrower in favor of the Swingline Lender evidencing the Swingline Loans made by the Swingline Lender, substantially in the form of Exhibit E-2 to the Original Credit Agreement, and any amendments, supplements and modifications thereto, any substitutes therefor, and any replacements, restatements, renewals or extension thereof, in whole or in part.

“Swingline Participation Amount”:  shall have the meaning set forth in Section 2.7.

“Syndication Agent”:  shall mean SunTrust Bank, in its capacity as syndication agent hereunder.

“Taxes”:  shall mean any present or future income, stamp or other taxes, levies, imposts, duties, charges, fees, deductions or withholdings (including additions to tax, penalties and interest), now or hereafter imposed, levied, collected, withheld or assessed by any Governmental Authority.

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“Term Facility”:  means, at any time, (a) on or prior to the Amendment and Restatement Effective Date, the aggregate amount of the Term Loan Commitments at such time and (b) thereafter, the aggregate principal amount of the Term Loans of all Term Loan Lenders outstanding at such time.

“Term Loan”:  shall mean a Loan made pursuant to Section 2 of the Amendment Agreement.

“Term Loan Commitment”:  shall mean, as to any Lender, the obligation of such Lender, if any, to make a Term Loan to the Borrower on the Amendment and Restatement Effective Date pursuant to Section 2 of the Amendment Agreement.  The aggregate amount of the Term Loan Commitments immediately prior to the Amendment and Restatement Effective Date is $90,000,000.

“Term Loan Lender”:  shall mean each Lender that has a Term Loan Commitment or holds a Term Loan.

“Term Loan Maturity Date”:  shall mean the Termination Date.

“Term Loan Obligations” means all Obligations with respect to the Term Loans and all Secured Obligations (other than Obligations) with respect to (x) Secured Swap Agreements and (y) Secured Cash Management Agreements entered into with a Cash Management Bank that was a Term Loan Lender or an Affiliate of a Term Loan Lender (but not a Revolving Lender or an Affiliate of a Revolving Lender) at the time of entry into such Cash Management Agreement, as applicable; provided that the “Term Loan Obligations” shall exclude any Excluded Swap Obligations.

“Term Note”:  shall mean a promissory note made by the Borrower in favor of a Lender evidencing the portion of the Term Loan made by such Lender, substantially in the form of Exhibit E-3, and any amendments, supplements and modifications thereto, any substitutes therefor, and any replacements, restatements, renewals or extension thereof, in whole or in part.

“Termination Date”:  shall mean October 15, 2016, as such date may be extended pursuant to the terms hereof, or, if such date is not a Business Day, the next preceding Business Day.

“Third Party Payor Programs”:  shall mean all third party payor programs in which the Borrower and its Restricted Subsidiaries currently or in the future may participate, including, without limitation, Medicare, Medicaid, Blue Cross and/or Blue Shield, Managed Care Plans, other private insurance programs and employee assistance programs.

“Title Company”:  shall mean any title insurance company as shall be retained by Borrower and reasonably acceptable to the Administrative Agent.

“Title Policy”:  shall have the meaning assigned to such term in Section 6.14(iii) of the Original Credit Agreement.

“Total Assets”: shall mean, as of any date of determination, after giving pro forma effect to any acquisition of assets on such date, the sum of the amounts that would appear on the consolidated balance sheet of the Borrower and its Restricted Subsidiaries as the total assets of the Borrower and its Restricted Subsidiaries.

“Total Commitments”:  shall mean, at any time, the aggregate amount of the Commitments of the Lenders then in effect.

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“Total Extensions of Credit”:  shall mean, at any time, the aggregate amount of the Extensions of Credit of the Lenders outstanding at such time.

“Total Leverage Ratio”:  shall mean, as at the last day of any fiscal quarter, the ratio of (a) Consolidated Total Debt on such day to (b) the aggregate amount of Consolidated EBITDA of Borrower for the period of the most recent four consecutive fiscal quarters ending prior to the date of such determination for which internal consolidated financial statements of the Borrower are available, in each case, with such pro forma adjustments as are consistent with the pro forma adjustments set forth in the definition of “Consolidated Fixed Charge Coverage Ratio”.

“Transactions”:  shall mean the payment of the Closing Costs, the Debt Discharge, the Financing Transactions and the other transactions contemplated hereby.

“Type”:  shall mean, as to any Loan, its nature as an ABR Loan or a Eurodollar Loan.

“United States”:  shall mean the United States of America.

“United States Tax Compliance Certificate”:  shall have the meaning set forth in Section 2.19(e)(ii).

“Unrestricted Subsidiary” of any Person means (x) any Person listed in Schedule 1.1C to the Original Credit Agreement (unless and until designated as a Restricted Subsidiary pursuant to the provisions below) and (y):

(1)           any Subsidiary of such Person that at the time of determination shall be or continue to be designated an Unrestricted Subsidiary by the Board of Directors of such Person in the manner provided below; and

(2)           any Subsidiary of an Unrestricted Subsidiary.

The Board of Directors of such Person may designate any Subsidiary (including any newly acquired or newly formed Subsidiary) to be an Unrestricted Subsidiary unless such Subsidiary owns any Capital Stock of, or owns or holds any Lien on any property of, the Borrower or any Restricted Subsidiary of the Borrower that is not a Subsidiary of the Subsidiary to be so designated; provided that:

(1)           the Borrower delivers an officer’s certificate to the Administrative Agent that such designation complies with Section 7.6; and

(2)           each Subsidiary to be so designated and each of its Subsidiaries has not at the time of designation, and does not thereafter, create, incur, issue, assume, guarantee or otherwise become directly or indirectly liable with respect to any Indebtedness pursuant to which the lender has recourse to any of the assets of the Borrower or any of its Restricted Subsidiaries (other than the Capital Stock of Unrestricted Subsidiaries).

For purposes of making the determination of whether any such designation of a Subsidiary as an Unrestricted Subsidiary complies with Section 7.6, the portion of the fair market value of the net assets of such Subsidiary of the Borrower at the time that such Subsidiary is designated as an Unrestricted Subsidiary that is represented by the interest of the Borrower and its Restricted Subsidiaries in such Subsidiary, in each case as determined in good faith by the Board of Directors of the Borrower, shall be deemed to be an Investment.  Such designation will be permitted only if such Investment would be permitted at such time under Section 7.6.

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The Board of Directors of such Person may designate any Unrestricted Subsidiary to be a Restricted Subsidiary only if:

(1)           immediately after giving effect to such designation, the Borrower is able to incur at least $1.00 of additional Indebtedness under the first paragraph of Section 7.2; and

(2)           immediately before and immediately after giving effect to such designation, no Default or Event of Default shall have occurred and be continuing.  Any such designation by the Board of Directors shall be evidenced to the Administrative Agent by promptly filing with the Administrative Agent a copy of the Board Resolution giving effect to such designation and an officers’ certificate certifying that such designation complied with the foregoing provisions.

“Weighted Average Life to Maturity” means, when applied to any Indebtedness at any date, the number of years obtained by dividing (a) the then outstanding aggregate principal amount of such Indebtedness into (b) the sum of the total of the products obtained by multiplying (i) the amount of each then remaining installment, sinking fund, serial maturity or other required payment of principal, including payment at final maturity, in respect thereof, by (ii) the number of years (calculated to the nearest one-twelfth) which will elapse between such date and the making of such payment.

“Wells Fargo”:  shall have the meaning set forth in the preamble.

“Wholly-Owned Subsidiary”:  shall mean, as to any Person, any other Person all of the Capital Stock of which (other than directors’ qualifying shares required by law) is owned by such Person directly and/or through other Wholly-Owned Subsidiaries.

1.2.         Other Definitional Provisions.

(a)           Unless otherwise specified therein, all terms defined in this Agreement shall have the defined meanings when used in the other Loan Documents or any certificate or other document made or delivered pursuant hereto or thereto.

(b)           As used herein and in the other Loan Documents, and any certificate or other document made or delivered pursuant hereto or thereto, (i) accounting terms relating to any Group Member not defined in Section 1.1 and accounting terms partly defined in Section 1.1, to the extent not defined, shall have the respective meanings given to them under GAAP, (ii) the words “include,” “includes” and “including” shall be deemed to be followed by the phrase “without limitation,” (iii) the word “incur” shall be construed to mean incur, create, issue, assume, become liable in respect of or suffer to exist (and the words “incurred” and “incurrence” shall have correlative meanings), (iv) the words “asset” and “property” shall be construed to have the same meaning and effect and to refer to any and all tangible and intangible assets and properties, including cash, Capital Stock, securities, revenues, accounts, leasehold interests and contract rights, (v) references to agreements or other Contractual Obligations shall, unless otherwise specified, be deemed to refer to such agreements or Contractual Obligations as amended, supplemented, restated or otherwise modified from time to time and (vi) the word “knowledge” when used with respect to Borrower or any of its Subsidiaries shall be deemed to be a reference to the knowledge of any Responsible Officer.  Anything in this Agreement to the contrary notwithstanding, any obligation of a Person under a lease (whether existing now or entered into in the future) that is not (or would not be) required to be classified and accounted for as a capital lease on the balance sheet of such Person under GAAP as in effect either on the Closing Date or at the time such lease is entered into shall not be treated as a capital lease solely as a result of (x) the adoption of any changes in, or (y) changes in the application of, GAAP after the Closing Date.

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(c)           The words “hereof,” “herein” and “hereunder” and words of similar import, when used in this Agreement, shall refer to this Agreement as a whole and not to any particular provision of this Agreement, and Section, Schedule and Exhibit references are to this Agreement unless otherwise specified.

(d)           The meanings given to terms defined herein shall be equally applicable to both the singular and plural forms of such terms.

1.3.         UCC Terms.  Terms defined in the UCC in effect on the Closing Date and not otherwise defined herein shall, unless the context otherwise indicates, have the meanings provided by those definitions.  Subject to the foregoing, the term “UCC” refers, as of any date of determination, to the UCC then in effect.

1.4.         Rounding.  Any financial ratios required to be maintained by the Borrower pursuant to this Agreement shall be calculated by dividing the appropriate component by the other component, carrying the result to one place more than the number of places by which such ratio is expressed herein and rounding the result up or down to the nearest number (with a rounding-up if there is no nearest number).

1.5.         References to Agreement and Laws.  Unless otherwise expressly provided herein, references to formation documents, governing documents, agreements (including the Loan Documents) and other contractual instruments shall be deemed to include all subsequent amendments, restatements, extensions, supplements and other modifications thereto, but only to the extent that such amendments, restatements, extensions, supplements and other modifications are not prohibited by any Loan Document.

The Obligations under the Original Credit Agreement as of the Amendment and Restatement Effective Date shall continue to exist under this Agreement on the terms set forth herein, (b) the loans under the Original Credit Agreement outstanding as of the Amendment and Restatement Effective Date shall be Loans under and as defined in this Agreement on the terms set forth herein, (c) any letters of credit outstanding under the Original Credit Agreement as of the Amendment and Restatement Effective Date shall be Letters of Credit under and as defined in this Agreement and (d) the Collateral and the Loan Documents shall continue to secure, guarantee, support and otherwise benefit the Obligations as well as the other Obligations of the Borrower and the other Loan Parties under this Agreement and the other Loan Documents.

1.6.         Times of Day.  Unless otherwise specified, all references herein to times of day shall be references to Eastern time (daylight or standard, as applicable).

1.7.         Timing of Payment or Performance.  Unless otherwise specified, when the payment of any obligation or the performance of any covenant, duty or obligation is stated to be due or performance required on a day which is not a Business Day, the date of such payment or performance shall extend to the immediately succeeding Business Day.

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SECTION 2

AMOUNT AND TERMS OF COMMITMENTS

2.1.         Term Loan Commitments.

(a)           Subject to the terms and conditions hereof, each Term Loan Lender with a Term Loan Commitment severally agrees to make the Term Loan to the Borrower on the Amendment and Restatement Effective Date pursuant to Section 2 of the Amendment Agreement.

(b)           For the avoidance of doubt, Term Loans shall not be considered Eurodollar Loans or ABR Loans and will bear interest as set forth in Section 2.14.

2.2.         Procedure for Term Loan Borrowings.  The Borrower shall give the Administrative Agent irrevocable Borrowing Notice (which notice must be received by the Administrative Agent prior to a time reasonably acceptable to the Administrative Agent on the Borrowing Date.  Upon receipt of any such Borrowing Notice the Administrative Agent shall promptly notify each applicable Lender thereof.  Not later than 12:00 Noon, on the Borrowing Date, each Term Loan Lender shall make available to the Administrative Agent at the Funding Office an amount in immediately available funds equal to its new term loan being made as a Term Loan on the Borrowing Date; provided that certain Term Loans made on the Amendment and Restatement Effective Date shall be made through a conversion of Revolving Loans into Term Loans, as set forth in the Amendment Agreement.  The Administrative Agent shall credit the account of the Borrower on the books of such office of the Administrative Agent with the aggregate of the amounts of Term Loans made available on the Borrowing Date to the Administrative Agent by the Term Loan Lenders in immediately available funds.

2.3.         Repayment of Term Loans.  Subject to Section 2.26, the Borrower shall repay the entire remaining balance of the Term Loans on the Term Loan Maturity Date.

2.4.         Revolving Commitments.

(a)           Subject to the terms and conditions hereof, each Lender severally agrees to make revolving credit loans (“Revolving Loans”) to the Borrower from time to time during the Commitment Period in an aggregate principal amount at any one time outstanding which, when added to such Lender’s Applicable Percentage of the sum of (i) the L/C Exposure at such time and (ii) the aggregate principal amount of the Swingline Loans then outstanding, does not exceed the amount of such Lender’s Commitment.  During the Commitment Period the Borrower may use the Commitments by borrowing, prepaying the Revolving Loans in whole or in part, and reborrowing, all in accordance with the terms and conditions hereof.  The Revolving Loans may from time to time be Eurodollar Loans or ABR Loans, as determined by the Borrower and notified to the Administrative Agent in accordance with Sections 2.5 and 2.12.

(b)           The Borrower shall repay all outstanding Revolving Loans on the Termination Date.

2.5.         Procedure for Revolving Loan Borrowing.  The Borrower may borrow under the Commitments on any Business Day during the Commitment Period, provided that the Borrower shall give the Administrative Agent an irrevocable Borrowing Notice (which notice must be received by the Administrative Agent prior to 12:00 Noon, (a) three Business Days prior to the requested Borrowing Date, in the case of Eurodollar Loans, or (b) on the Business Day of the requested Borrowing Date, in the case of ABR Loans), specifying (i) the amount and Type of Revolving Loans to be borrowed, (ii) the

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requested Borrowing Date and (iii) in the case of Eurodollar Loans, the respective amounts of each such Type of Loan and the respective lengths of the initial Interest Period therefor.  Each borrowing under the Commitments shall be in an amount equal to (x) in the case of ABR Loans, $500,000 or a whole multiple of $100,000 over such amount (or, if the then aggregate Available Commitments of all Lenders are less than $500,000, such lesser amount) and (y) in the case of Eurodollar Loans, $1,000,000 or a whole multiple of $100,000 in excess thereof; provided that the Swingline Lender may request, on behalf of the Borrower, borrowings under the Commitments that are ABR Loans in other amounts pursuant to Section 2.6.  Upon receipt of any such notice from the Borrower, the Administrative Agent shall promptly notify each Revolving Lender thereof.  Each Revolving Lender will make the amount of its pro rata share of each borrowing available to the Administrative Agent for the account of the Borrower at the Funding Office prior to 2:00 P.M. on the Borrowing Date requested by the Borrower in funds immediately available to the Administrative Agent.  Such borrowing will then be made available to the Borrower by the Administrative Agent crediting the account of the Borrower on the books of such office with the aggregate of the amounts made available to the Administrative Agent by the Revolving Lenders and in like funds as received by the Administrative Agent.

2.6.         Swingline Commitment.

(a)           Subject to the terms and conditions hereof, the Swingline Lender agrees to make a portion of the credit otherwise available to the Borrower under the Commitments from time to time during the Commitment Period by making swing line loans (“Swingline Loans”) to the Borrower; provided that (i) the aggregate principal amount of Swingline Loans outstanding at any time shall not exceed the Swingline Commitment then in effect (notwithstanding that the Swingline Loans outstanding at any time, when aggregated with the Swingline Lender’s other outstanding Revolving Loans, may exceed the Swingline Commitment then in effect) and (ii) the Borrower shall not request, and the Swingline Lender shall not make, any Swingline Loan if, after giving effect to the making of such Swingline Loan, the aggregate amount of the Available Commitments of all Revolving Lenders would be less than zero.  During the Commitment Period, the Borrower may use the Swingline Commitment by borrowing, repaying and reborrowing, all in accordance with the terms and conditions hereof.  Swingline Loans shall be ABR Loans only.

(b)           The Borrower shall repay to the Swingline Lender the then unpaid principal amount of each Swingline Loan on the Termination Date; provided that on each date that a Revolving Loan is borrowed, the Borrower shall repay all Swingline Loans then outstanding.

2.7.         Procedure for Swingline Borrowing; Refunding of Swingline Loans.

(a)           Whenever the Borrower desires that the Swingline Lender make Swingline Loans it shall give the Swingline Lender irrevocable telephonic notice confirmed promptly in writing (which telephonic notice must be received by the Swingline Lender not later than 2:00 P.M., on the proposed Borrowing Date), specifying (i) the amount to be borrowed and (ii) the requested Borrowing Date (which shall be a Business Day during the Commitment Period).  Each borrowing under the Swingline Commitment shall be in an amount equal to $100,000 or a whole multiple of $100,000 in excess thereof.  Not later than 3:00 P.M., on the Borrowing Date specified in a notice in respect of Swingline Loans, the Swingline Lender shall make available to the Administrative Agent at the Funding Office an amount in immediately available funds equal to the amount of the Swingline Loan to be made by the Swingline Lender.  The Administrative Agent shall make the proceeds of such Swingline Loan available to the Borrower on such Borrowing Date by depositing such proceeds in the account of the Borrower with the Administrative Agent on such Borrowing Date in immediately available funds.

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(b)           The Swingline Lender, at any time and from time to time in its sole and absolute discretion may, on behalf of the Borrower (which hereby irrevocably directs the Swingline Lender to act on its behalf), by delivery of a Borrowing Notice given no later than 10:00 A.M., on any Business Day request each Revolving Lender to make, and each Revolving Lender hereby agrees to make, a Revolving Loan, in an amount equal to such Revolving Lender’s Applicable Percentage of the aggregate amount of the Swingline Loans (the “Refunded Swingline Loans”) outstanding on the date of such notice, to repay the Swingline Lender.  Each Revolving Lender shall make the amount of such Revolving Loan available to the Administrative Agent at the Funding Office in immediately available funds, upon receipt of notice as provided above.  The proceeds of such Revolving Loans shall be immediately made available by the Administrative Agent to the Swingline Lender for application by the Swingline Lender to the repayment of the Refunded Swingline Loans.  The Borrower irrevocably authorizes the Swingline Lender to charge the Borrower’s accounts with the Administrative Agent (up to the amount available in each such account) in order to immediately pay the amount of such Refunded Swingline Loans to the extent amounts received from the Revolving Lenders are not sufficient to repay in full such Refunded Swingline Loans.

(c)           If prior to the time a Revolving Loan would have otherwise been made pursuant to Section 2.7(b), one of the events described in Section 8(f) shall have occurred and be continuing with respect to the Borrower or if for any other reason, as determined by the Swingline Lender in its sole discretion, Revolving Loans may not be made as contemplated by Section 2.7(b), each Revolving Lender shall, on the date such Revolving Loan was to have been made pursuant to the notice referred to in Section 2.7(b), purchase for cash an undivided participating interest in the then outstanding Swingline Loans by paying to the Swingline Lender an amount (the “Swingline Participation Amount”) equal to (i) such Revolving Lender’s Applicable Percentage times (ii) the sum of the aggregate principal amount of Swingline Loans then outstanding that were to have been repaid with such Revolving Loans.

(d)           Whenever, at any time after the Swingline Lender has received from any Lender such Lender’s Swingline Participation Amount, the Swingline Lender receives any payment on account of the Swingline Loans, the Swingline Lender will distribute to such Lender its Swingline Participation Amount (appropriately adjusted, in the case of interest payments, to reflect the period of time during which such Lender’s participating interest was outstanding and funded and, in the case of principal and interest payments, to reflect such Lender’s pro rata portion of such payment if such payment is not sufficient to pay the principal of and interest on all Swingline Loans then due); provided, however, that in the event that such payment received by the Swingline Lender is required to be returned, such Lender will return to the Swingline Lender any portion thereof previously distributed to it by the Swingline Lender.

(e)           Each Revolving Lender’s obligation to make the Loans referred to in Section 2.7(b) and to purchase participating interests pursuant to Section 2.7(c) shall be absolute and unconditional and shall not be affected by any circumstance, including (i) any setoff, counterclaim, recoupment, defense or other right that such Revolving Lender or the Borrower may have against the Swingline Lender, the Borrower or any other Person for any reason whatsoever, (ii) the occurrence or continuance of a Default or an Event of Default or the failure to satisfy any of the other conditions specified in Section 5, (iii) any adverse change in the condition (financial or otherwise) of the Borrower, (iv) any breach of this Agreement or any other Loan Document by the Borrower, any other Loan Party or any other Revolving Lender or (v) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing; provided that a Revolving Lender shall not be required to make a Loan referred to in Section 2.7(b) or to purchase a participation in a Swingline Loan pursuant to Section 2.7(c) if (x) an Event of Default shall have occurred and was continuing at the time such Swingline Loan was made and (y) such Revolving Lender shall have notified the Swingline Lender in writing, not less than one Business Day before such Swingline Loan was made, that such Event of Default has occurred and that such Revolving Lender will not refund or participate in any Swingline Loans made while such Event of Default exists.

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2.8.         Commitment Fees, Etc.

(a)           The Borrower agrees to pay to the Administrative Agent for the account of each Revolving Lender (other than a Defaulting Lender) a commitment fee for the period from and including the Closing Date to but excluding the last day of the Commitment Period, computed at the Commitment Fee Rate on the average daily amount of the Available Commitment of such Lender, payable quarterly in arrears on each Fee Payment Date, commencing on the first such date to occur after the Closing Date; provided, however, solely for purposes of this calculation, an amount equal to such Lender’s Applicable Percentage of the Swingline Loans then outstanding shall not be deemed to reduce such Lender’s Available Commitment during the period for which payment is made.

(b)           The Borrower agrees to pay to the Administrative Agent the fees in the amounts and on the dates as set forth in the Administrative Agent Fee Letter.

2.9.         Termination or Reduction of Commitments.

(a)           Subject to Section 3.1, the Borrower shall have the right, upon not less than three Business Days’ notice to the Administrative Agent, to terminate the Commitments or, from time to time, to reduce the amount of the Commitments; provided that no such termination or reduction of Commitments shall be permitted if, after giving effect thereto and to any prepayments of the Revolving Loans and Swingline Loans made on the effective date thereof, the Total Extensions of Credit would exceed the Total Commitments; provided further that a notice of termination of the Commitments delivered by the Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities or other debt instruments, in which case such notice may be revoked by the Borrower (by written notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied; provided further that all such reductions of Commitments shall be made ratably among the Lenders.  Any such reduction shall be in an amount equal to $1,000,000, or a whole multiple thereof (or such lesser amount as may equal the remaining amount of the Commitments) and shall reduce permanently the Commitments to which such reduction is so allocated.

(b)           As of the Amendment and Restatement Effective Date (i) the Commitment of each Revolving Lender shall be reduced on a pro rata basis until the Total Commitments of the Revolving Lenders as of such date equals $100,000,000 and (ii) the Term Loan Commitments shall terminate upon the funding of the Term Loans pursuant to Section 2 of the Amendment Agreement.

(c)           Unless previously terminated, the Commitments shall terminate on the Termination Date.

2.10.       Optional Prepayments.  The Borrower may at any time and from time to time prepay the Loans, in whole or in part, without (other than as set forth in the second paragraph of this Section 2.10) premium or penalty, upon irrevocable (unless otherwise agreed by the Administrative Agent) notice delivered to the Administrative Agent no later than 12:00 Noon, three Business Days prior thereto, in the case of Eurodollar Loans, and no later than 12:00 Noon, one Business Day prior thereto, in the case of ABR Loans (or on the same day in the case of Swingline Loans), which notice shall specify the date and amount of prepayment and whether the prepayment is of Eurodollar Loans or ABR Loans; provided that if a Eurodollar Loan is prepaid on any day other than the last day of the Interest Period applicable thereto, the Borrower shall also pay any amounts owing pursuant to Section 2.20.  Upon receipt of any such notice the Administrative Agent shall promptly notify each relevant Lender thereof.  If any such notice is given, the amount specified in such notice shall be due and payable on the date specified therein, together with accrued interest to such date on the amount prepaid.  Partial prepayments of Term Loans and Revolving Loans shall be in an aggregate principal amount of $500,000 or a whole

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multiple thereof (unless a lesser amount is required to repay such loan in full); provided further that a notice of termination of the Commitments delivered by the Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities or other debt instruments, in which case such notice may be revoked by the Borrower (by written notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied.  Partial prepayments of Swingline Loans shall be in an aggregate principal amount of $100,000 or a whole multiple thereof.

If any Term Loans are repaid on the Term Loan Maturity Date or prepaid prior to the Term Loan Maturity Date pursuant to this Section 2.10 or upon acceleration of the Term Loans in accordance with the terms of this Agreement, Borrower shall pay ratably to the Term Lenders a cash prepayment premium simultaneously with such repayment or prepayment in a cash amount equal to (x) if such prepayment occurs on or after the second anniversary of the Amendment and Restatement Effective Date but prior to the date that is two years and six months after the Amendment and Restatement Effective Date, 1.0% of the aggregate principal amount of Term Loans prepaid, (y) if such prepayment occurs on or after the date that is two years and six months after the Amendment and Restatement Effective Date but prior to the third anniversary of the Amendment and Restatement Effective Date, 1.5% of the aggregate principal amount of Term Loans prepaid and (z) if such repayment or prepayment occurs on or after the third anniversary of the Amendment and Restatement Effective Date, 2.0% of the aggregate principal amount of Term Loans so repaid or prepaid; provided that, for the avoidance of doubt, if such prepayment is made prior to the second anniversary of the Amendment and Restatement Effective Date, no such prepayment premium shall apply. If, on or after the second anniversary of the Amendment and Restatement Effective Date, any Lender that is a Non-Consenting Lender is replaced pursuant to Section 2.22 in connection with any amendment, amendment and restatement or other modification of this Agreement, such Lender (and not any Person who replaces such Lender pursuant to Section 2.22) shall receive from Borrower the premium described in the preceding sentence with respect to its Term Loans as if it were being prepaid.

2.11.       Mandatory Prepayments.  If at any time the Total Extensions of Credit shall exceed the Commitments then in effect, the Borrower shall thereupon prepay the principal amount of Swingline Loans and, after all Swingline Loans have been paid in full, Revolving Loans in amount equal to such excess.  If, after giving effect to the prepayment of all outstanding Swingline Loans and Revolving Loans, the Total Extensions of Credit exceed the Commitments then in effect, the Borrower shall Cash Collateralize the L/C Exposure to the extent of such excess.

2.12.       Conversion and Continuation Options.

(a)           The Borrower may elect from time to time to convert Eurodollar Loans to ABR Loans by giving the Administrative Agent an irrevocable Interest Election Request no later than 12:00 Noon, on the Business Day preceding the proposed conversion date.  The Borrower may elect from time to time to convert ABR Loans to Eurodollar Loans by giving the Administrative Agent an irrevocable Interest Election Request no later than 12:00 Noon, on the third Business Day preceding the proposed conversion date (which notice shall specify the length of the initial Interest Period therefor), provided that no ABR Loan may be converted into a Eurodollar Loan in excess of one month when any Event of Default under Section 8(a) or (f) has occurred and is continuing and the Administrative Agent or the Required Lenders have determined in its or their sole discretion not to permit such conversions.  Upon receipt of any such notice the Administrative Agent shall promptly notify each relevant Lender thereof.

(b)           Any Eurodollar Loan may be continued as such upon the expiration of the then current Interest Period with respect thereto by the Borrower giving irrevocable notice to the Administrative Agent, in accordance with the applicable provisions of the term “Interest Period” set forth in Section 1.1, of the length of the next Interest Period to be applicable to such Loans, provided that no

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Eurodollar Loan may be continued as such at the end of the applicable Interest Period for more than one month when any Event of Default has occurred and is continuing and the Administrative Agent has or the Required Lenders have determined in its or their sole discretion not to permit such continuations, and provided further that if the Borrower shall fail to give any required notice as described above in this paragraph such Loans shall be automatically converted to ABR Loans on the last day of such then expiring Interest Period.  Upon receipt of any such notice the Administrative Agent shall promptly notify each relevant Lender thereof.

2.13.       Limitations on Eurodollar Tranches.  Notwithstanding anything to the contrary in this Agreement, all borrowings, conversions and continuations of Eurodollar Loans and all selections of Interest Periods shall be in such amounts and be made pursuant to such elections so that, (a) after giving effect thereto, the aggregate principal amount of the Eurodollar Loans comprising each Eurodollar Tranche shall be equal to $1,000,000 or a whole multiple of $100,000 in excess thereof and (b) no more than eight Eurodollar Tranches shall be outstanding at any one time.

2.14.       Interest Rates and Payment Dates.

(a)           Each Eurodollar Loan shall bear interest for each day during each Interest Period with respect thereto at a rate per annum equal to the Eurodollar Rate determined for such day plus the Applicable Margin.

(b)           Each ABR Loan, including each Swingline Loan, shall bear interest at a rate per annum equal to the ABR plus the Applicable Margin.

(c)           Upon the occurrence and during the continuance of an Event of Default under Section 8(a) or 8(f) or, at the election of the Required Lenders, upon the occurrence and during the continuation of any other Event of Default, (i) the principal amount of any Loan or Reimbursement Obligation not paid when due (whether at the state maturity, by acceleration or otherwise) shall bear interest at a rate per annum equal to (x) in the case of the Loans, the rate that would otherwise be applicable thereto pursuant to the foregoing provisions of this Section 2.14 plus 2% or (y) in the case of Reimbursement Obligations in respect of an L/C Disbursement, a rate equal to the sum of (A) ABR plus (B) the Applicable Margin for Revolving Loans that are ABR Loans plus in each case 2%, and (ii) any interest payable on any Loan or Reimbursement Obligation or any fee or other amount payable hereunder not be paid when due (whether at the stated maturity, by acceleration or otherwise) shall bear interest at a rate per annum equal to the rate then applicable to ABR Loans plus 2%, in each case, with respect to clauses (i) and (ii) above, from the date of such non-payment until such overdue amount is paid in full (as well after as before judgment).

(d)           Interest shall be payable in arrears on each Interest Payment Date, provided that interest accruing pursuant to Section 2.14(c) shall be payable from time to time on demand by the Administrative Agent.

2.15.       Computation of Interest and Fees.

(a)           Interest and fees payable pursuant hereto shall be calculated on the basis of a 360-day year for the actual days elapsed, except that, with respect to ABR Loans the rate of interest on which is calculated on the basis of the Prime Rate, the interest thereon shall be calculated on the basis of a 365- (or 366-, as the case may be) day year for the actual days elapsed.  The Administrative Agent shall as soon as practicable notify the Borrower and the relevant Lenders of each determination of a Eurodollar Rate.  Any change in the interest rate on a Loan resulting from a change in the ABR or the Eurocurrency Reserve Requirements shall become effective as of the opening of business on the day on which such

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change becomes effective.  The Administrative Agent shall as soon as practicable notify the Borrower and the relevant Lenders of the effective date and the amount of each such change in interest rate.

(b)           Each determination of an interest rate by the Administrative Agent pursuant to any provision of this Agreement shall be conclusive and binding on the Borrower and the Lenders in the absence of manifest error.  The Administrative Agent shall, at the request of the Borrower, deliver to the Borrower a statement showing the quotations used by the Administrative Agent in determining any interest rate pursuant to Section 2.14(a).

2.16.       Inability to Determine Interest Rate.  If prior to the first day of any Interest Period:

(a)           the Administrative Agent shall have determined (which determination shall be conclusive and binding upon the Borrower) that, by reason of circumstances affecting the relevant market, adequate and reasonable means do not exist for ascertaining the Eurodollar Rate for such Interest Period, or

(b)           the Administrative Agent shall have received notice from the Required Lenders that the Eurodollar Rate determined or to be determined for such Interest Period will not adequately and fairly reflect the cost to such Lenders (as conclusively certified by such Lenders) of making or maintaining their affected Loans during such Interest Period,

the Administrative Agent shall give telecopy or telephonic notice thereof to the Borrower and the relevant Lenders as soon as practicable thereafter.  If such notice is given (x) any Eurodollar Loans requested to be made on the first day of such Interest Period shall be made as ABR Loans, (y) any Loans that were to have been converted on the first day of such Interest Period to Eurodollar Loans shall be continued as ABR Loans and (z) any outstanding Eurodollar Loans shall be converted, on the last day of the then-current Interest Period, to ABR Loans.  Until such notice has been withdrawn by the Administrative Agent (which the Administrative Agent shall withdraw promptly upon obtaining knowledge that the circumstances giving rise to such inability no longer exist), no further Eurodollar Loans shall be made or continued as such, nor shall the Borrower have the right to convert Loans to Eurodollar Loans.

2.17.       Pro Rata Treatment and Payments.

(a)           Each borrowing by the Borrower from the Lenders hereunder and any reduction of the Commitments of the Lenders shall be made pro rata according to the respective Term Loan Commitments or Commitments as the case may be, of the relevant Lenders.  Each payment by the Borrower on account of commitment fees hereunder shall be made pro rata according to the respective Commitments of the relevant Lenders.

(b)           Each payment (including each prepayment) by the Borrower on account of principal of and interest on the Term Loans shall be made (i) in the case of principal, pro rata according to the respective outstanding principal amounts of the Term Loans then held by the Term Loan Lenders, and (ii) in the case of interest, pro rata according to the respective amounts of accrued and unpaid interest on the Term Loans then due to the Term Loan Lenders.  Amounts prepaid on account of the Term Loans may not be reborrowed.

(c)           Each payment (including each prepayment) by the Borrower on account of principal of and interest on the Revolving Loans shall be made (i) in the case of principal, pro rata according to the respective outstanding principal amounts of the Revolving Loans then held by the

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Lenders and (ii) in the case of interest, pro rata according to the respective amounts of accrued and unpaid interest on the Revolving Loans then due to the Lenders.

(d)           All payments (including prepayments) to be made by the Borrower hereunder, whether on account of principal, interest, fees or otherwise, shall be made without setoff or counterclaim and shall be made prior to 2:00 P.M., on the due date thereof to the Administrative Agent at the Funding Office, in Dollars and in immediately available funds.  The Administrative Agent shall distribute such payments to the applicable Lenders (or, in the case of amounts payable to them, to the Swingline Lender or Issuing Bank, or, in the case of amounts payable to it, retained by the Administrative Agent) promptly upon receipt in like funds as received.  If any payment hereunder (other than payments on the Eurodollar Loans) becomes due and payable on a day other than a Business Day, such payment shall be extended to the next succeeding Business Day.  If any payment on a Eurodollar Loan becomes due and payable on a day other than a Business Day, the maturity thereof shall be extended to the next succeeding Business Day unless the result of such extension would be to extend such payment into another calendar month, in which event such payment shall be made on the immediately preceding Business Day.  In the case of any extension of any payment of principal pursuant to the preceding two sentences, interest thereon shall be payable at the then applicable rate during such extension.

(e)           Unless the Administrative Agent shall have been notified in writing by any Revolving Lender prior to a borrowing that such Lender will not make the amount that would constitute its share of such borrowing available to the Administrative Agent, the Administrative Agent may assume that such Lender is making such amount available to the Administrative Agent, and the Administrative Agent may, in reliance upon such assumption, make available to the Borrower a corresponding amount.  If such amount is not made available to the Administrative Agent by the required time on the Borrowing Date therefor, such Lender shall pay to the Administrative Agent, on demand, such amount with interest thereon, at a rate equal to the greater of (i) the Federal Funds Effective Rate and (ii) a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation, for the period until such Lender makes such amount immediately available to the Administrative Agent.  A certificate of the Administrative Agent submitted to any Revolving Lender with respect to any amounts owing under this paragraph shall be conclusive in the absence of manifest error.  If such Lender’s share of such borrowing is not made available to the Administrative Agent by such Lender within three Business Days after such Borrowing Date, the Administrative Agent shall also be entitled to recover such amount with interest thereon at the rate per annum applicable to ABR Loans, on demand, from the Borrower.  If the Borrower and such Lender shall pay such interest to the Administrative Agent for the same or an overlapping period, the Administrative Agent shall promptly remit to the Borrower the amount of such interest paid by the Borrower for such period.  If such Lender pays its share of the applicable borrowing to the Administrative Agent, then the amount so paid shall constitute such Lender’s Loan included in such borrowing.  Any payment by the Borrower shall be without prejudice to any claim the Borrower may have against a Lender that shall have failed to make such payment to the Administrative Agent.

(f)            Unless the Administrative Agent shall have been notified in writing by the Borrower prior to the date of any payment due to be made by the Borrower hereunder that the Borrower will not make such payment to the Administrative Agent, the Administrative Agent may assume that the Borrower is making such payment, and the Administrative Agent may, but shall not be required to, in reliance upon such assumption, make available to the applicable Lenders their respective pro rata shares of a corresponding amount.  If such payment is not made to the Administrative Agent by the Borrower within three Business Days after such due date, the Administrative Agent shall be entitled to recover, on demand, from each Lender to which any amount which was made available pursuant to the preceding sentence, such amount with interest thereon at the rate per annum equal to the daily average Federal Funds Effective Rate.  Nothing herein shall be deemed to limit the rights of the Administrative Agent or any Lender against the Borrower.

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2.18.       Requirements of Law.

(a)           If the adoption of or any change in any Requirement of Law or in the interpretation or application thereof or compliance by any Lender with any request or directive (whether or not having the force of law) from any central bank or other Governmental Authority made subsequent to the Closing Date:

(i)            shall legally impose, modify or hold applicable any reserve, special deposit, compulsory loan or similar requirement against assets held by, deposits or other liabilities in or for the account of, advances, loans or other extensions of credit by, or any other acquisition of funds by, any office of such Lender that is not otherwise included in the determination of the Eurodollar Rate; or

(ii)           shall impose on such Lender any Taxes (other than (A) Non-Excluded Taxes indemnified by Section 2.19, (B) Excluded Taxes imposed on, or measured by reference to, net income (including franchise or similar (including branch profits) Taxes imposed in lieu of net income taxes) or (C) Excluded Taxes described in clauses (ii), (iii) and (iv) of the definition of Excluded Taxes),

and the result of any of the foregoing is to increase the cost to such Lender, by an amount that such Lender deems to be material, of making, converting into, continuing or maintaining Eurodollar Loans (or in the case of clause (ii) above, any Loans) or issuing or participating in Letters of Credit, or to reduce any amount receivable by such Lender hereunder in respect thereof, then, in any such case, the Borrower shall promptly and in any event within five Business Days pay such Lender, upon its written demand, any additional amounts necessary to compensate such Lender for such increased cost or reduced amount receivable.  If any Lender becomes entitled to claim any additional amounts pursuant to this paragraph, it shall promptly notify the Borrower (with a copy to the Administrative Agent) of the event by reason of which it has become so entitled; provided that the Borrower shall not be required to compensate a Lender pursuant to this paragraph for any amounts incurred more than six months prior to the date that such Lender notifies the Borrower of such Lender’s intention to claim compensation therefor; and provided further that, if the circumstances giving rise to such claim have a retroactive effect, then such six-month period shall be extended to include the period of such retroactive effect.

(b)           If any Lender shall have determined that the adoption of or any change in any Requirement of Law regarding capital adequacy or in the interpretation or application thereof or compliance by such Lender or any corporation controlling such Lender with any request or directive regarding capital adequacy (whether or not having the force of law) from any Governmental Authority made subsequent to the Closing Date shall have the effect of reducing the rate of return on such Lender’s or such corporation’s capital as a consequence of its obligations hereunder or under or in respect of any Letter of Credit to a level below that which such Lender or such corporation could have achieved but for such adoption, change or compliance (taking into consideration such Lender’s or such corporation’s policies with respect to capital adequacy) by an amount reasonably deemed by such Lender to be material and to the extent reasonably determined such increase in capital to be allocable to the existence of such Lender’s Commitments or participations in Letters of Credit hereunder, then, from time to time, after submission by such Lender to the Borrower (with a copy to the Administrative Agent) of a written request therefor, the Borrower shall pay to such Lender such additional amount or amounts as will compensate such Lender or such corporation for such reduction; provided that the Borrower shall not be required to compensate a Lender pursuant to this paragraph for any amounts incurred more than six months prior to the date that such Lender notifies the Borrower of such Lender’s intention to claim compensation therefor; and provided further that, if the circumstances giving rise to such claim have a retroactive effect, then such six-month period shall be extended to include the period of such retroactive effect.

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(c)           A certificate as to any additional amounts payable pursuant to this Section 2.18 submitted by any Lender to the Borrower (with a copy to the Administrative Agent) with appropriate detail demonstrating how such amounts were derived shall be conclusive in the absence of manifest error.

(d)           Notwithstanding anything herein to the contrary, (x) the Dodd-Frank Wall Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives thereunder or issued in connection therewith and (y) all requests, rules, guidelines or directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States or foreign regulatory authorities, in each case pursuant to Basel III, shall in each case be deemed to be a “change in Requirement of Law”, regardless of the date enacted, adopted or issued.

2.19.       Taxes.

(a)           Except as required by law (as determined in the good faith discretion of any applicable withholding agent), all payments made by any Loan Party under this Agreement and the other Loan Documents shall be made free and clear of, and without deduction or withholding for or on account of, any Taxes.  If any Non-Excluded Taxes or any Other Taxes are required by law to be withheld (as determined in the good faith discretion of any applicable withholding agent) from any amounts payable by any Loan Party to the Administrative Agent or by any Loan Party or the Administrative Agent to any Lender (which term shall, for the avoidance of doubt, include, for purposes of this Section 2.19, the Issuing Bank), the amounts payable by the applicable Loan Party shall be increased to the extent necessary to yield to the Administrative Agent or such Lender (after withholding of all Non-Excluded Taxes and Other Taxes, including Non-Excluded Taxes and Other Taxes attributable to amounts payable under this Section 2.19) interest or any such other amounts payable hereunder at the rates or in the amounts the Administrative Agent or Lender would have received had no such Non-Excluded Taxes or Other Taxes been withheld.

(b)           In addition, the Borrower shall pay any Other Taxes to the relevant Governmental Authority in accordance with applicable law.

(c)           Whenever any Non-Excluded Taxes or Other Taxes are payable by the applicable Loan Party, as promptly as possible thereafter the Loan Party shall send to the Administrative Agent for the account of the Administrative Agent or relevant Lender, evidence reasonably satisfactory to the Administrative Agent showing payment thereof.

(d)           Without duplicating any Loan Party’s obligations under clause (a) or (b), the Loan Parties shall, within 10 days after written demand, indemnify the Administrative Agent and each Lender for the full amount of any Non-Excluded Taxes and Other Taxes (including any Non-Excluded Taxes and Other Taxes on amounts payable under this Section 2.19) payable by the Administrative Agent or such Lender and any reasonable costs and expenses associated therewith, whether or not such Non-Excluded Taxes or Other Taxes were correctly or legally asserted; provided that if a Loan Party reasonably believes that such Taxes were not correctly or legally asserted, the Administrative Agent or such Lender, as the case may be, will use reasonable efforts to cooperate with the Loan Party, at such Loan Party’s request and expense, to obtain a refund of such Non-Excluded Taxes and Other Taxes (which refund, if received, shall be paid to the Borrower to the extent provided in clause (f) of this Section 2.19) so long as such efforts, in the reasonable judgment of the Administrative Agent or such Lender, as the case may be, would not cause the Administrative Agent or such Lender, as the case may be, to suffer any additional costs, expenses or risk, or legal or regulatory disadvantage it; provided, further, that the Loan Parties shall not be obligated to make such payments for penalties, Excess Interest and expenses to the Administrative Agent or the Lenders pursuant to this Section, to the extent such

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penalty and/or expenses result from the failure of the Administrative Agent or the Lenders to make written demand for the Non-Excluded Taxes and Other Taxes within 180 days from the date on which the Administrative Agent or the Lenders have received a written notice of a claim for any Non-Excluded Taxes or Other Taxes by the relevant Governmental Authority.

(e)           Each Lender shall, at such times as are reasonably requested by the Borrower or the Administrative Agent, provide the Borrower and the Administrative Agent with any documentation prescribed by law or reasonably requested by the Borrower or the Administrative Agent certifying as to any entitlement of such Lender to an exemption from, or reduction in, withholding tax with respect to any payments to be made to such Lender under the Loan Documents.  Each such Lender shall, whenever a lapse in time or change in circumstances renders such documentation obsolete, expired or inaccurate in any material respect, deliver promptly to the Borrower and the Administrative Agent updated or other appropriate documentation (including any new documentation reasonably requested by the Borrower or the Administrative Agent) or promptly notify the Borrower and the Administrative Agent of its inability to do so.  Unless the Borrower or the Administrative Agent has received forms or other documents satisfactory to it indicating that payments under any Loan Document to or for a Lender are not subject to withholding tax or are subject to such Tax at a rate reduced by an applicable tax treaty, the Borrower or the Administrative Agent (as applicable) shall withhold amounts required to be withheld by applicable Laws from such payments at the applicable statutory rate.  Without limiting the foregoing:

(i)            Each Lender that is a United States person (as defined in Section 7701(a)(30) of the Code) shall deliver to the Borrower and the Administrative Agent on or before the date on which it becomes a party to this Agreement two properly completed and duly signed original copies of Internal Revenue Service Form W-9 certifying that such Lender is exempt from U.S. federal backup withholding.

(ii)           Each Lender that is not a United States person (the “Foreign Lender”) shall deliver to the Borrower and the Administrative Agent on or before the date on which it becomes a party to this Agreement (and from time to time thereafter upon the request of the Borrower or the Administrative Agent) whichever of the following is applicable:

(A)          two properly completed and duly signed original copies of Internal Revenue Service Form W-8BEN (or any successor forms) claiming eligibility for the benefits of an income tax treaty to which the United States is a party, and such other documentation as required under the Code,

(B)          two properly completed and duly signed original copies of Internal Revenue Service Form W-8ECI (or any successor forms),

(C)          in the case of a Foreign Lender claiming the benefits of the exemption for portfolio interest under Section 881(c) of the Code, (A) a certificate substantially in the form of the applicable Exhibit I to the Original Credit Agreement (any such certificate, a “United States Tax Compliance Certificate”) and (B) two properly completed and duly signed original copies of Internal Revenue Service Form W-8BEN (or any successor forms),

(D)          to the extent a Foreign Lender is not the beneficial owner (for example, where the Foreign Lender is a partnership or a participating Lender), Internal Revenue Service Form W-8IMY (or any successor forms) of the Foreign Lender, accompanied by a Form W-8ECI, Form W-8BEN, United States Tax Compliance Certificate, Form W-9, Form W-8IMY or any other required information (or any successor forms) from each

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beneficial owner, as applicable (provided that, if one or more beneficial owners are claiming the portfolio interest exemption, the United States Tax Compliance Certificate may be provided by such Foreign Lender on behalf of such beneficial owner), or

(E)           two properly completed and duly signed original copies of any other form prescribed by applicable U.S. federal income tax laws (including the Treasury regulations) as a basis for claiming a complete exemption from, or a reduction in, United States federal withholding tax on any payments to such Lender under the Loan Documents.

(iii)          If a payment made to a Lender under any Loan Document would be subject to U.S. federal withholding Tax imposed by FATCA if such Lender were to fail to comply with the applicable reporting requirements of FATCA (including those contained in Section 1471(b) or 1472(b) of the Code, as applicable), such Lender shall deliver to the Borrower and the Administrative Agent at the time or times prescribed by law and at such time or times reasonably requested by the Borrower or the Administrative Agent such documentation prescribed by applicable law (including as prescribed by Section 1471(b)(3)(C)(i) of the Code) and such additional documentation reasonably requested by the Borrower or the Administrative Agent as may be necessary for the Borrower and the Administrative Agent to comply with their obligations under FATCA and to determine that such Lender has complied with such Lender’s obligations under FATCA or to determine the amount to deduct and withhold from such payment.

Notwithstanding any other provision of this clause (e), a Lender shall not be required to deliver any form that such Lender is not legally eligible to deliver.

(f)            If the Administrative Agent or Lender determines, in its sole discretion exercised in good faith, that it has received a refund in respect of any Non-Excluded Taxes or Other Taxes with respect to which the Borrower has paid additional amounts pursuant to this Section 2.19, it shall promptly notify the Borrower of such refund and shall within 30 days from the date of receipt of such refund pay over the amount of such refund without interest (other than any interest paid or credited by the relevant Governmental Authority with respect to such refund) to the Borrower (but only to the extent of additional amounts paid by the Borrower under this Section 2.19 with respect to the Non-Excluded Taxes or Other Taxes giving rise to such refund), net of all out-of-pocket expenses of the Administrative Agent or Lender; provided, however, that the Borrower, upon the written request of the Administrative Agent or Lender, agrees to repay the amount paid over to the Borrower (plus penalties, interest or other charges due to the appropriate authorities in connection therewith) to the Administrative Agent or Lender in the event the Administrative Agent or Lender is required to repay such refund to such Governmental Authority.  Nothing contained in this paragraph shall interfere with the right of each of the Administrative Agent and the Lenders to arrange its tax affairs in whatever manner it thinks fit nor to disclose any information or any computations relating to its tax affairs.

(g)           The agreements in this Section 2.19 shall survive the termination of this Agreement and the payment of the Loans and all other amounts payable hereunder.

2.20.       Indemnity.  The Borrower agrees to indemnify each Lender for, and to hold each Lender harmless from, any loss or expense that such Lender may sustain or incur as a consequence of (a) default by the Borrower in making a borrowing of, conversion into or continuation of Eurodollar Loans after the Borrower has given a notice requesting the same in accordance with the provisions of this Agreement, (b) default by the Borrower in making any prepayment of or conversion from Eurodollar Loans after the Borrower has given a notice thereof in accordance with the provisions of this Agreement or (c) the making of a prepayment of Eurodollar Loans on a day that is not the last day of an Interest

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Period with respect thereto.  Such indemnification may include an amount equal to the excess, if any, of (i) the amount of interest that would have accrued on the amount so prepaid, or not so borrowed, converted or continued, for the period from the date of such prepayment or of such failure to borrow, convert or continue to the last day of such Interest Period (or, in the case of a failure to borrow, convert or continue, the Interest Period that would have commenced on the date of such failure) in each case at the applicable rate of interest for such Loans provided for herein (excluding, however, the Applicable Margin included therein, if any) over (ii) the amount of interest (as reasonably determined by such Lender) that would have accrued to such Lender on such amount by placing such amount on deposit for a comparable period with leading banks in the interbank eurodollar market.  A certificate as to any amounts payable pursuant to this Section 2.20 submitted to the Borrower by any Lender within 180 days of the incurrence of any loss or expense covered by this Section with appropriate detail demonstrating how such amounts were derived shall be conclusive in the absence of manifest error.  This covenant shall survive the termination of this Agreement and the payment of the Loans and all other amounts payable hereunder.

2.21.       Change of Lending Office.  Each Lender agrees that, upon the occurrence of any event giving rise to the operation of Section 2.18 or 2.19(a) with respect to such Lender, it will, if requested by the Borrower, use reasonable efforts (subject to overall policy considerations of such Lender) to file any certificate or document reasonably requested by the Borrower or designate another lending office for any Loans affected by such event with the object of eliminating or reducing amounts payable pursuant to Section 2.18 or 2.19(a); provided that the making of such filing or such designation is made on terms that, in the reasonable judgment of such Lender, cause such Lender and its lending office(s) to suffer no economic, legal or regulatory disadvantage (except to a de minimis extent), and provided further that nothing in this Section 2.21 shall affect or postpone any of the obligations of the Borrower or the rights of any Lender pursuant to Section 2.18 or 2.19(a).

2.22.       Replacement of Lenders.

(a)           The Borrower shall be permitted to replace any Lender that (A) requests reimbursement for amounts owing pursuant to Section 2.18 or 2.19(a) or (B) becomes a Defaulting Lender, with a replacement financial institution; provided that (i) such replacement does not conflict with any Requirement of Law, (ii) prior to any such replacement, such Lender shall have taken no action under Section 2.21 that has or will eliminate the continued need for payment of amounts owing pursuant to Section 2.18 or 2.19(a), (iii) the Borrower shall be liable to such replaced Lender under Section 2.20 if any Eurodollar Loan owing to such replaced Lender shall be purchased other than on the last day of the Interest Period relating thereto, (iv) the replacement financial institution, if not already a Lender, shall be reasonably satisfactory to the Administrative Agent, (v) the replaced Lender shall be obligated to make such replacement in accordance with the provisions of Section 10.6 (provided that the Borrower shall be obligated to pay the registration and processing fee referred to therein), (vi) until such time as such replacement shall be consummated, the Borrower shall pay all additional amounts (if any) required pursuant to Section 2.18 or 2.19(a), as the case may be, (vii) the applicable replaced Lender will be paid all principal, interest and fees under Section 2.8 owed to it upon the consummation of such replacement and (viii) any such replacement shall not be deemed to be a waiver of any rights that the Borrower, the Administrative Agent or any other Lender shall have against the replaced Lender.

(b)           If, in connection with any proposed amendment, modification, waiver or termination pursuant to Section 10.1 requiring the consent of all affected Lenders or any Class of affected Lenders, the consent of the Required Lenders is obtained, but the consent of other Lenders whose consent is required is not obtained (any such Lender whose consent is not obtained as described in this clause (b) being referred to as a “Non-Consenting Lender”), then, at the Borrower’s request the Administrative Agent, or a Person or Persons reasonably acceptable to the Administrative Agent if not already a Lender, Affiliate of a Lender or Approved Fund, shall have the right (but shall have no obligation) to purchase all,

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but not less than all, from such Non-Consenting Lenders, and such Non-Consenting Lenders agree that they shall, upon the Administrative Agent’s request, sell and assign to the Administrative Agent or such Person, all Loans and Commitments of such Non-Consenting Lenders for an amount equal to the principal balance of all Loans held by the Non-Consenting Lenders and all accrued interest and fees with respect thereto through the date of sale, such purchase and sale to be consummated at par pursuant to an Assignment and Assumption; provided that in the event such Non-Consenting Lender does not execute an Assignment and Assumption, such Non-Consenting Lender shall be deemed to have consented to such Assignment and Assumption.  Any such required sale and assignment shall be treated as a prepayment for purposes of Section 2.10 and Section 2.20 and the Borrower shall be liable for any amounts payable thereunder as a result of such sale and assignment.

2.23.       Defaulting Lenders.

(a)           Defaulting Lender Adjustments.  Notwithstanding anything to the contrary contained in this Agreement, if any Lender becomes a Defaulting Lender, then, until such time as such Lender is no longer a Defaulting Lender, to the extent permitted by applicable law:

(i)            Waivers and Amendments.  Such Lender’s right to approve or disapprove any amendment, waiver or consent with respect to this Agreement shall be restricted as set forth in the definitions of “Required Lenders,” “Majority Facility Lenders” and “Majority Revolving Lenders.”

(ii)           Defaulting Lender Waterfall. With respect to any Revolving Lender that is a Defaulting Lender, any payment of principal, interest, fees or other amounts received by the Administrative Agent for the account of such Defaulting Lender (whether voluntary or mandatory, at maturity, pursuant to Section 8 or otherwise) or received by the Administrative Agent from a Defaulting Lender pursuant to Section 10.7(b) shall be applied at such time or times as may be determined by the Administrative Agent as follows: first, to the payment of any amounts owing by such Defaulting Lender to the Administrative Agent hereunder; second, to the payment on a pro rata basis of any amounts owing by such Defaulting Lender to the Issuing Bank or the Swingline Lender hereunder; third, to Cash Collateralize the Issuing Bank’s Fronting Exposure with respect to such Defaulting Lender in accordance with Section 2.24; fourth, as the Borrower may request (so long as no Default or Event of Default exists), to the funding of any Revolving Loan in respect of which such Defaulting Lender has failed to fund its portion thereof as required by this Agreement, as determined by the Administrative Agent; fifth, if so determined by the Administrative Agent and the Borrower, to be held in a deposit account and released pro rata in order to (x) satisfy such Defaulting Lender’s potential future funding obligations with respect to Revolving Loans under this Agreement and (y) Cash Collateralize the Issuing Bank’s future Fronting Exposure with respect to such Defaulting Lender with respect to future Letters of Credit issued under this Agreement, in accordance with Section 2.24; sixth, to the payment of any amounts owing to the Revolving Lenders, the Issuing Bank or the Swingline Lender as a result of any judgment of a court of competent jurisdiction obtained by any Revolving Lender, the Issuing Bank or the Swingline Lender against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; seventh, so long as no Default or Event of Default exists, to the payment of any amounts owing to the Borrower as a result of any judgment of a court of competent jurisdiction obtained by the Borrower against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; and eighth, to such Defaulting Lender or as otherwise directed by a court of competent jurisdiction; provided that if (x) such payment is a payment of the principal amount of any Loans or in respect of which such Defaulting Lender has not fully funded its appropriate share, and (y) such Loans were made or the related Letters of Credit were issued at a time when the conditions set forth in

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Section 5.2 were satisfied or waived, such payment shall be applied solely to pay the Loans of, and payments made by Revolving Lenders pursuant to Section 3.4 owed to, all Non-Defaulting Lenders on a pro rata basis prior to being applied to the payment of any Loans of, or payments made by Revolving Lenders pursuant to Section 3.4 owed to, such Defaulting Lender until such time as all Revolving Loans and funded and unfunded interests in L/C Exposure and Fronted Swingline Amounts are held by the Revolving Lenders pro rata in accordance with the Commitments without giving effect to Section 2.23(a)(iv).  Any payments, prepayments or other amounts paid or payable to a Defaulting Lender that are applied (or held) to pay amounts owed by a Defaulting Lender or to post Cash Collateral pursuant to this Section 2.23(a) shall be deemed paid to and redirected by such Defaulting Lender, and each Revolving Lender irrevocably consents hereto.

(iii)          Certain Fees.

(A)          No Defaulting Lender shall be entitled to receive any fee pursuant to Section 2.8(a) for any period during which that Revolving Lender is a Defaulting Lender (and the Borrower shall not be required to pay any such fee that otherwise would have been required to have been paid to that Defaulting Lender).

(B)          Each Defaulting Lender shall be entitled to receive fees pursuant to the first sentence of Section 3.3(a) for any period during which that Revolving Lender is a Defaulting Lender only to the extent allocable to its Applicable Percentage of the stated amount of Letters of Credit for which it has provided Cash Collateral pursuant to Section 2.24.

(C)          With respect to any fee pursuant to Section 3.3(a) not required to be paid to any Defaulting Lender pursuant to clause (B) above, the Borrower shall (x) pay to each Non-Defaulting Lender that portion of any such fee otherwise payable to such Defaulting Lender with respect to such Defaulting Lender’s interest in L/C Exposure that has been reallocated to such Non-Defaulting Lender pursuant to Section 2.23(a)(iv), (y) pay to the Issuing Bank the amount of any such fee otherwise payable to such Defaulting Lender to the extent allocable to the Issuing Bank’s Fronting Exposure to such Defaulting Lender and (z) not be required to pay the remaining amount of any such fee.

(iv)          Reallocation of Participations to Reduce Fronting Exposure.  All or any part of such Defaulting Lender’s interest in L/C Exposure and such Defaulting Lender’s Fronted Swingline Amount shall be reallocated among the Non-Defaulting Lenders in accordance with their respective Applicable Percentages (calculated without regard to such Defaulting Lender’s Commitment) but only to the extent that (x) the conditions set forth in Section 5.2 are satisfied at the time of such reallocation (and, unless the Borrower shall have otherwise notified the Administrative Agent at such time, the Borrower shall be deemed to have represented and warranted that such conditions are satisfied at such time) and (y) such reallocation does not cause the aggregate Extensions of Credit of any Non-Defaulting Lender to exceed such Non-Defaulting Lender’s Commitment.  No reallocation hereunder shall constitute a waiver or release of any claim of any party hereunder against a Defaulting Lender arising from that Revolving Lender having become a Defaulting Lender, including any claim of a Non-Defaulting Lender as a result of such Non-Defaulting Lender’s increased exposure following such reallocation.

(v)           Cash Collateral, Repayment of Swingline Loans.  If the reallocation described in Section 2.23(a)(iv) cannot, or can only partially, be effected, the Borrower shall, without prejudice to any right or remedy available to it hereunder or under law, (x) first, prepay Swingline Loans in an amount equal to the Swingline Lender’s Fronting Exposure and (y) second, Cash

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Collateralize the Issuing Bank’s Fronting Exposure in accordance with the procedures set forth in Section 2.24.

(b)           Defaulting Lender Cure.  If the Borrower, the Administrative Agent, the Swingline Lender and the Issuing Bank agree in writing that a Revolving Lender is no longer a Defaulting Lender, the Administrative Agent will so notify the parties hereto, whereupon as of the effective date specified in such notice and subject to any conditions set forth therein (which may include arrangements with respect to any Cash Collateral), that Revolving Lender will, to the extent applicable, purchase at par that portion of outstanding Revolving Loans of the other Revolving Lenders or take such other actions as the Administrative Agent may determine to be necessary to cause the Revolving Loans and funded and unfunded interests in Letters of Credit and the Swingline Participation Amounts to be held pro rata by the Revolving Lenders in accordance with the Commitments (without giving effect to Section 2.23(a)(iv)), whereupon such Revolving Lender will cease to be a Defaulting Lender; provided that no adjustments will be made retroactively with respect to fees accrued or payments made by or on behalf of the Borrower while that Revolving Lender was a Defaulting Lender; and provided, further, that except to the extent otherwise expressly agreed by the affected parties, no change hereunder from Defaulting Lender to Non-Defaulting Lender will constitute a waiver or release of any claim of any party hereunder arising from that Revolving Lender’s having been a Defaulting Lender.

(c)           New Swingline Loans/Letters of Credit.  So long as any Revolving Lender is a Defaulting Lender, (i) the Swingline Lender shall not be required to fund any Swingline Loans unless it is satisfied that it will have no Fronting Exposure after giving effect to such Swingline Loan and (ii) the Issuing Bank shall not be required to issue, extend, renew or increase any Letter of Credit unless it is satisfied that it will have no Fronting Exposure after giving effect thereto.

(d)           Termination of Defaulting Lender’s Commitment.  The Borrower may terminate the unused amount of the Commitment of a Defaulting Lender upon not less than three Business Days’ prior notice to the Administrative Agent (which will promptly notify the Revolving Lenders thereof), and in such event the provisions of Section 2.23(a)(ii) will apply to such Defaulting Lender as if it were still a Revolving Lender hereunder, provided that such termination will not be deemed to be a waiver or release of any claim the Borrower, the Administrative Agent, the Issuing Bank, the Swingline Lender or any Lender may have against such Defaulting Lender.

2.24.       Cash Collateralization

(a)           Cash Collateral Requirements. At any time that there shall exist a Defaulting Lender, within five Business Days following the written request of the Administrative Agent or the Issuing Bank (with a copy to the Administrative Agent) the Borrower shall Cash Collateralize the Issuing Bank’s Fronting Exposure with respect to such Defaulting Lender (determined after giving effect to Section 2.23(a)(iv) and any Cash Collateral provided by such Defaulting Lender) in an amount not less than the Minimum Collateral Amount.

(b)           Grant of Security Interest.  The Borrower, and to the extent provided by any Defaulting Lender, such Defaulting Lender, hereby grants to the Administrative Agent, for the benefit of the Issuing Bank, and agrees to maintain, a first priority security interest in all such Cash Collateral as security for the Defaulting Lender’s obligation to fund its interests in respect of Letters of Credit pursuant to Section 3.4, to be applied pursuant to Section 2.24(b).  If at any time the Administrative Agent determines that Cash Collateral is subject to any right or claim of any Person other than the Administrative Agent and the Issuing Bank as herein provided or that the total amount of such Cash Collateral is less than the Minimum Collateral Amount, the Borrower will, within five Business Days after demand by the Administrative Agent, pay or provide to the Administrative Agent additional Cash

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Collateral in an amount sufficient to eliminate such deficiency (after giving effect to any Cash Collateral provided by such Defaulting Lender).

(c)           Application.  Notwithstanding anything to the contrary contained in this Agreement, Cash Collateral provided under this Section 2.24 or Section 2.23 in respect of L/C Exposure shall be applied to the satisfaction of the Defaulting Lender’s obligation to fund its interests in respect of Letters of Credit (including, as to Cash Collateral provided by a Defaulting Lender, any interest accrued on such obligation) for which the Cash Collateral was so provided, prior to any other application of such property as may otherwise be provided for herein.

(d)           Termination of Requirement.  Cash Collateral (or the appropriate portion thereof) provided to reduce the Issuing Bank’s Fronting Exposure shall no longer be required to be held as Cash Collateral pursuant to this Section 2.24 following (i) the elimination of the Fronting Exposure that gave rise to the requirement to provide (including by the termination of Defaulting Lender status of the applicable Lender), but not with respect to any other Fronting Exposure or (ii) the determination by the Administrative Agent and the Issuing Bank that there exists excess Cash Collateral.

2.25.       Extension Offers

(a)           The Borrower may, on one or more occasions, by written notice to the Administrative Agent, make one or more offers (each, an “Extension Offer”) to all Lenders of one or more Classes (each Class subject to such an Extension Offer, an “Extension Request Class”) to make one or more Permitted Amendments pursuant to procedures reasonably specified by the Administrative Agent and reasonably acceptable to the Borrower.  Such notice shall set forth (i) the terms and conditions of the requested Permitted Amendment and (ii) the date on which such Permitted Amendment is requested to become effective (which shall not be less than 5 Business Days nor more than 30 Business Days after the date of such notice, unless otherwise agreed by the Administrative Agent). Permitted Amendments shall become effective only with respect to the Commitments and Loans of the Lenders of the Extension Request Class that accept the applicable Extension Offer (such Lenders, the “Accepting Lenders”) and, in the case of any Accepting Lender, only with respect to such Lender’s Loans and Commitments of such Extension Request Class.

(b)           Borrower and each Accepting Lender shall execute and deliver to the Administrative Agent an extension agreement (each, an “Extension Agreement”) and such other documentation as the Administrative Agent shall reasonably specify to evidence the Permitted Amendments and the terms and conditions thereof; provided that no Extension Agreement shall become effective unless:

(i)            both before and after giving effect to the effectiveness of such Extension Agreement, each of the conditions set forth in Section 5.2 shall be satisfied (it being understood that all references to “the date of such extension of credit” or similar language in Section 5.2 shall be deemed to refer to the date of such effectiveness);

(ii)           the Loan Parties and the Collateral Agent shall enter into such amendments, if any, to the Security Documents as may be reasonably requested by the Collateral Agent and approved (such approval not to be unreasonably withheld) by the Borrower (which shall not require any consent from any Lender) in order to ensure that the Loans and Commitments of the Accepting Lenders, as modified by the Extension Agreement, are provided with the benefit of the applicable Security Documents and shall deliver such other documents, certificates and opinions of counsel in connection therewith as may be reasonably requested by the Collateral Agent; and

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(iii)          the Borrower shall have delivered to the Administrative Agent such legal opinions board resolutions, secretary’s certificates, officer’s certificates and other documents as shall be reasonably requested by the Administrative Agent (and agreed to by the Borrower (such agreement not to be unreasonably withheld)) in connection therewith.

(c)           Each Extension Agreement shall be binding on the lenders party thereto, the Loan Parties, the Administrative Agent, the Collateral Agent and the Lenders. The Administrative Agent shall promptly notify each Lender as to the effectiveness of each Extension Agreement (provided that the failure to provide such notice shall not invalidate the Extension Agreement). Each Extension Agreement may, without the consent of any other Lenders, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and the Borrower, to effect the provisions of this Section (including any amendments necessary to treat the Loans and/or Commitments of the Accepting Lenders as a new “Class” of loans or commitments, as applicable, hereunder); provided that with respect to an Extension Agreement for Revolving Loans and/or Commitments, except as otherwise agreed to by each Issuing Bank and the Swingline Lender, (i) the allocation of the participation exposure with respect to any then-existing or subsequently issued or made Letter of Credit or Swingline Loan as between the commitments of such new “Class” and the remaining Commitments shall be made on a ratable basis as between the commitments of such new “Class” and the remaining Commitments until the Termination Date with respect to all such remaining Commitments and (ii) the Termination Date, as such terms are used in reference to Letters of Credit and Swingline Loans, respectively, may not be extended without the prior written consent of each Issuing Bank and the Swingline Lender, as applicable.

2.26.       Change of Control.  Upon the occurrence of a Change of Control, the Commitments shall be automatically terminated and Section 2.11 shall be complied with.

SECTION 3

LETTERS OF CREDIT

3.1.         Letters of Credit.

(a)           Subject to the terms and conditions hereof, the Issuing Bank agrees to issue letters of credit (“Letters of Credit”) for the account of the Borrower on any Business Day during the Commitment Period in such form as may be reasonably approved from time to time by the Issuing Bank; provided that the Issuing Bank shall have no obligation to issue, increase or extend any Letter of Credit if, after giving effect to such issuance, the L/C Exposure would exceed the L/C Commitment.  Each Letter of Credit shall (A) be denominated in Dollars and (B) expire no later than the earlier of (x) the first anniversary of its date of issuance and (y) the date that is five Business Days prior to the Termination Date, provided that any Letter of Credit with a one-year term may provide for the renewal thereof for additional one-year periods (which shall in no event extend beyond the date referred to in clause (y) above); provided further that no Letter of Credit shall be issued with an expiry date (or amended to change the expiry date to a date) later than the fifth Business Day prior to the Termination Date and no Commitments shall be reduced or terminated pursuant to Section 2.9, if after giving effect to such issuance, amendment, reduction or termination, the Total Extensions of Credit would exceed the Commitments.  Each Existing Letter of Credit shall be deemed a Letter of Credit hereunder.

(b)           The Issuing Bank shall not at any time be obligated to issue, amend or extend any Letter of Credit if such issuance would conflict with, or cause the Issuing Bank or any Revolving Lender to exceed any limits imposed by, any applicable Requirement of Law.

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3.2.         Procedure for Issuance of Letter of Credit.  The Borrower may from time to time request that the Issuing Bank issue a Letter of Credit by delivering to the Issuing Bank at its address for notices specified herein an Application therefor, completed to the reasonable satisfaction of the Issuing Bank, and such other certificates, documents and other papers and information as the Issuing Bank may reasonably request.  Upon receipt of any Application, the Issuing Bank will process such Application and the certificates, documents and other papers and information delivered to it in connection therewith in accordance with its customary procedures and shall promptly issue the Letter of Credit requested thereby (but in no event shall the Issuing Bank be required to issue any Letter of Credit earlier than three Business Days after its receipt of the Application therefor and all such other certificates, documents and other papers and information relating thereto) by issuing the original of such Letter of Credit to the beneficiary thereof or as otherwise may be agreed to by the Issuing Bank and the Borrower.  The Issuing Bank shall furnish a copy of such Letter of Credit to the Borrower and the Administrative Agent promptly following the issuance thereof.  The Issuing Bank shall promptly furnish to the Administrative Agent, which shall in turn promptly furnish to the Revolving Lenders, notice of the issuance of each Letter of Credit (including the amount thereof).

3.3.         Fees and Other Charges.

(a)           The Borrower will pay to Revolving Lenders a participation fee on the Applicable Percentage at such time of the actual daily outstanding amount all Letters of Credit at a per annum rate equal to the Applicable Margin then in effect with respect to Revolving Loans that are Eurodollar Loans, shared ratably among the Revolving Lenders and payable quarterly in arrears on each Fee Payment Date after the issuance date.  In addition, the Borrower shall pay to the Issuing Bank for its own account a fronting fee of 0.125% per annum on the face amount of each Letter of Credit issued by the Issuing Bank, payable quarterly in arrears on each Fee Payment Date after the issuance date.

(b)           In addition to the foregoing fees, the Borrower shall pay the Issuing Bank its standard fees charged with respect to, and reimburse the Issuing Bank for its out-of-pocket costs and expenses incurred in connection with, issuing, negotiating, effecting payment under, amending or otherwise administering any Letter of Credit issued by the Issuing Bank.

3.4.         L/C Participations.  The Issuing Bank irrevocably agrees to grant and hereby grants to each L/C Participant, and, to induce the Issuing Bank to issue Letters of Credit, each L/C Participant irrevocably agrees to accept and purchase and hereby accepts and purchases from the Issuing Bank, on the terms and conditions set forth below, for such L/C Participant’s own account and risk an undivided interest equal to such L/C Participant’s Applicable Percentage in the Issuing Bank’s obligations and rights under and in respect of each Letter of Credit (including, for the avoidance of doubt, each Existing Letter of Credit) and the amount of each draft paid by the Issuing Bank thereunder.  Each L/C Participant agrees with the Issuing Bank that, if a draft is paid under any Letter of Credit issued by the Issuing Bank for which the Issuing Bank is not reimbursed in full by the Borrower in accordance with the terms of this Agreement, such L/C Participant shall pay to the Issuing Bank upon demand at the Issuing Bank’s address for notices specified herein an amount equal to such L/C Participant’s Applicable Percentage of the amount of such draft, or any part thereof, that is not so reimbursed.  Each L/C Participant’s obligation to pay such amount shall be absolute and unconditional and shall not be affected by any circumstance, including (i) any setoff, counterclaim, recoupment, defense or other right that such L/C Participant may have against the Issuing Bank, the Borrower or any other Person for any reason whatsoever, (ii) the occurrence or continuance of a Default or an Event of Default or the failure to satisfy any of the other conditions specified in Section 5, (iii) any adverse change in the condition (financial or otherwise) of the Borrower, (iv) any breach of this Agreement or any other Loan Document by the Borrower, any other Loan Party or any other L/C Participant or (v) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing.  If any amount required to be paid by

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any L/C Participant to the Issuing Bank pursuant to this Section 3.4 in respect of any unreimbursed portion of any payment made by the Issuing Bank under any Letter of Credit is paid to the Issuing Bank within three Business Days after the date such payment is due, such L/C Participant shall pay to the Issuing Bank on demand an amount equal to the product of (A) such amount, times (B) the daily average Federal Funds Effective Rate during the period from and including the date such payment is required to the date on which such payment is immediately available to the Issuing Bank, times (C) a fraction the numerator of which is the number of days that elapse during such period and the denominator of which is 360.  If any such amount required to be paid by any L/C Participant pursuant to this Section 3.4 is not made available to the Issuing Bank by such L/C Participant within three Business Days after the date such payment is due, the Issuing Bank shall be entitled to recover from such L/C Participant, on demand, such amount with interest thereon calculated from such due date at the rate per annum equal to the sum of (x) ABR plus (y) the Applicable Margin for Revolving Loans that are ABR Loans.  A certificate of the Issuing Bank submitted to any L/C Participant with respect to any amounts owing under this Section 3.4 shall be conclusive in the absence of manifest error.  Whenever, at any time after the Issuing Bank has made payment under any Letter of Credit and has received from any L/C Participant its pro rata share of such payment in accordance with this Section 3.4, the Issuing Bank receives any payment related to such Letter of Credit (whether directly from the Borrower or otherwise, including proceeds of collateral applied thereto by the Issuing Bank), or any payment of interest on account thereof, the Issuing Bank will distribute to such L/C Participant its pro rata share thereof; provided, however, that in the event that any such payment received by the Issuing Bank shall be required to be returned by the Issuing Bank, such L/C Participant shall return to the Issuing Bank the portion thereof previously distributed by the Issuing Bank to it.

3.5.         Reimbursement Obligation of the Borrower.  If any draft is paid under any Letter of Credit, the Borrower shall reimburse the Issuing Bank with respect to such draft paid by the Issuing Bank for the amount of (a) the draft so paid and (b) any taxes, fees, charges or other costs or expenses incurred by the Issuing Bank in connection with such payment, not later than (i) by 12:00 Noon on the Business Day following the day that the Borrower receives notice of such draft, if such notice is received on such day prior to 1:00 P.M. or (ii) if clause (i) above does not apply, the Business Day immediately following the day that the Borrower receives such notice.  Each such payment shall be made to the Issuing Bank at its address for notices referred to herein in Dollars and in immediately available funds.  If any draft is paid under any Letter of Credit, then, unless the Borrower shall reimburse the Issuing Bank in full on the same day that such draft is paid, the unpaid amount thereof shall bear interest for each day from and including the date on which such draft is paid to but excluding the date that the Borrower makes reimbursement in full, at the rate per annum equal to the sum of (x) ABR plus (y) the Applicable Margin for Revolving Loans that are ABR Loans; provided that, if the Borrower does not make reimbursement in full on or prior to the second Business Day following the date of the applicable drawing, then Section 2.14(c) shall apply.

3.6.         Obligations Absolute.  The Borrower’s obligations under this Section 3 shall be absolute and unconditional under any and all circumstances and irrespective of any setoff, counterclaim or defense to payment that the Borrower may have or have had against the Issuing Bank, any beneficiary of a Letter of Credit or any other Person.  The Borrower also agrees with the Issuing Bank that the Issuing Bank shall not be responsible for, and the Borrower’s Reimbursement Obligations under Section 3.5 shall not be affected by, among other things, the validity or genuineness of documents or of any endorsements thereon, even though such documents shall in fact prove to be invalid, fraudulent or forged, or any dispute between or among the Borrower and any beneficiary of any Letter of Credit or any other party to which such Letter of Credit may be transferred or any claims whatsoever of the Borrower against any beneficiary of such Letter of Credit or any such transferee.  The Issuing Bank shall not be liable for any error, omission, interruption or delay in transmission, dispatch or delivery of any message or advice, however transmitted, in connection with any Letter of Credit, except for errors or omissions found by a

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final and nonappealable decision of a court of competent jurisdiction to have resulted from the gross negligence or willful misconduct of the Issuing Bank.  The Borrower agrees that any action taken or omitted by the Issuing Bank under or in connection with any Letter of Credit or the related drafts or documents, if done in the absence of gross negligence, bad faith or willful misconduct, shall be binding on the Borrower and shall not result in any liability of the Issuing Bank to the Borrower.

3.7.         Letter of Credit Payments.  If any draft shall be presented for payment under any Letter of Credit, the Issuing Bank shall promptly notify the Borrower and the Administrative Agent of the date and amount thereof.  The responsibility of the Issuing Bank to the Borrower in connection with any draft presented for payment under any Letter of Credit issued by the Issuing Bank shall, in addition to any payment obligation expressly provided for in such Letter of Credit, be limited to determining that the documents (including each draft) delivered under such Letter of Credit in connection with such presentment are substantially in conformity with such Letter of Credit.

3.8.         Applications.  To the extent that any provision of any Application related to any Letter of Credit is inconsistent with the provisions of this Section 3, the provisions of this Section 3 shall apply.

3.9.         Obligations of Certain Issuing Banks.  The Issuing Bank that is not the same Person as the Person serving as the Administrative Agent shall notify the Administrative Agent of (a) the amount and expiration date of each Letter of Credit issued by the Issuing Bank prior to the date of issuance thereof, (b) any amendment or modification of any such Letter of Credit prior to the time of such amendment or modification and (c) any termination, surrender, cancellation or expiry of any such Letter of Credit promptly upon the occurrence thereof.

SECTION 4

REPRESENTATIONS AND WARRANTIES

To induce the Administrative Agent and the Lenders to enter into this Agreement and to make the Loans and issue or participate in the Letters of Credit, the Borrower and the Subsidiary Guarantors hereby jointly and severally represent and warrant to the Administrative Agent and each Lender, as and to the extent required under Section 5. 2 that:

4.1.         Financial Condition.  The audited consolidated balance sheets of the Borrower and its Subsidiaries as at December 31, 2009, December 31, 2010, December 31, 2011 and December 31, 2012, and the related consolidated statements of income and of cash flows for the fiscal years ended on such dates, reported on by and accompanied by an unqualified report from Ernst & Young LLP, present fairly in all material respects the consolidated financial condition of the Borrower and its Subsidiaries as at such date, and the consolidated results of its operations and its consolidated cash flows for the respective fiscal years then ended.  All such financial statements, including the related schedules and notes thereto, have been prepared in accordance with GAAP applied consistently throughout the periods involved (except as approved by the aforementioned firm of accountants and disclosed therein).

4.2.         No Change.  Since December 31, 2011, there has been no development or event that has had or could reasonably be expected to have a Material Adverse Effect.

4.3.         Existence; Compliance with Law.  Each of Borrower and its Restricted Subsidiaries (a) is duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization except, other than in the case of the Borrower, to the extent that the failure to comply therewith could not reasonably be expected to result in a Material Adverse Effect, (b) has the power and

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authority, and the legal right, to own and operate its property, to lease the property it operates as lessee and to conduct the business in which it is currently engaged except to the extent that the failure to comply therewith could not, in the aggregate, reasonably be expected to result in a Material Adverse Effect, (c) is duly qualified as a foreign corporation or other organization and in good standing under the laws of each jurisdiction where its ownership, lease or operation of property or the conduct of its business requires such qualification except to the extent that the failure to comply therewith could not, in the aggregate, reasonably be expected to have a Material Adverse Effect and (d) is in compliance with all Requirements of Law except to the extent that the failure to comply therewith could not, in the aggregate, reasonably be expected to have a Material Adverse Effect.

4.4.         Power; Authorization; Enforceable Obligations.

(a)           Each Loan Party has the corporate or other organizational power and authority to make, deliver and perform its obligations under each of the Loan Documents to which it is a party and, in the case of the Borrower, to obtain extensions of credit hereunder.

(b)           Each Loan Party has taken all necessary organizational action to authorize the execution, delivery and performance of the Loan Documents to which it is a party and, in the case of the Borrower, to authorize the extensions of credit on the terms and conditions of this Agreement.

(c)           No material consent or authorization of, filing with, notice to or other act by or in respect of, any Governmental Authority is required in connection with the Transactions, except (i) consents, authorizations, filings and notices described in Schedule 4.4, which consents, authorizations, filings and notices have been obtained or made and are in full force and effect, (ii) the filings referred to in Section 4.19 and (iii) consents, authorizations, filings and notices the failure of which to make or obtain, as the case may be, could not reasonably be expected to result in a Material Adverse Effect.

(d)           Each Loan Document has been duly executed and delivered on behalf of each Loan Party thereto.

(e)           This Agreement constitutes, and each other Loan Document upon execution will constitute, a legal, valid and binding obligation of each Loan Party thereto, enforceable against each such Loan Party in accordance with its terms, subject to bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors’ rights generally and by general equitable principles (whether enforcement is sought by proceedings in equity or at law) and an implied covenant of good faith and fair dealing.

4.5.         No Legal Bar.  The execution and delivery of this Agreement and the other Loan Documents will not violate any Requirement of Law or any Contractual Obligation of Borrower or any of its Restricted Subsidiaries and will not result in, or require, the creation or imposition of any Lien on any of their respective properties or revenues pursuant to any Requirement of Law or any such Contractual Obligation (other than the Liens created by the Security Documents and the Second Lien Notes Documentation) except, in each case to the extent any of the foregoing could not reasonably be expected to result in a Material Adverse Effect.

4.6.         Litigation.  Except as set forth on Schedule 4.6, no litigation, or, to the knowledge of the Borrower, no investigation or proceeding of or before any arbitrator or Governmental Authority is pending or, to the best knowledge of the Borrower, threatened by or against any Covenant Party that could reasonably be expected to have a Material Adverse Effect.

4.7.         No Default.  No Default or Event of Default has occurred and is continuing.

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4.8.         Ownership of Property; Liens.  Each Covenant Party has marketable title to, or a valid leasehold interest in, all its real property, and marketable title to, or a valid leasehold interest in or right to use, all its material other property, and none of such property is subject to any Lien except Liens permitted by Section 7.3 except to the extent any of the foregoing could not reasonably be expected to result in a Material Adverse Effect.  As of the Closing Date, set forth on Schedule 4.8 is a complete and correct list in all material respects of all real property (including street address) (other than condominiums or co-ops) located in the United States and owned by any Covenant Party material to the operation of any Covenant Party.

4.9.         Licenses, Intellectual Property.  Except as in the aggregate could not reasonably be expected to have a Material Adverse Effect or as set forth in Schedule 4.9 (all of which items set forth in Schedule 4.9 in the aggregate could not reasonably be expected to have a Material Adverse Effect), each Covenant Party has all necessary licenses, permits, franchises, rights to participate in, or the benefit of valid agreements to participate in material Third Party Payor Programs and other rights necessary for the conduct of its business and for the intended use of its properties and assets to the extent necessary to ensure no material interruption in cash flow.  Each Covenant Party owns, or is licensed or otherwise has the right to use, all Intellectual Property necessary for the conduct of its business as currently conducted except to the extent that a failure could not reasonably be expected to have a Material Adverse Effect.  No material claim against any Covenant Party has been asserted in writing and is pending by any Person challenging or questioning the use of any Intellectual Property that is material to the business of the Covenant Parties or the validity or effectiveness of any such Intellectual Property, nor does the Borrower have knowledge of any valid basis for any such claim.  Except as could not reasonably be expected to result in a Material Adverse Effect, to the knowledge of the Borrower, the use of Intellectual Property by each Covenant Party does not infringe on the rights of any Person in any material respect.

4.10.       Taxes.  Except as would not individually or in the aggregate reasonably be expected to result in a Material Adverse Effect, (i) each Covenant Party has filed or caused to be filed all federal, state and other Tax returns that are required to be filed and has paid all Taxes shown to be due and payable on said returns or on any assessments made against it or any of its property and all other Taxes, fees or other charges imposed on it or any of its property by any Governmental Authority and has satisfied its Tax withholding obligations (in each case, other than any Taxes the validity of which is currently being contested in good faith by appropriate proceedings and with respect to which reserves in conformity with GAAP have been provided on the books of the relevant Covenant Party, provided such contest suspends the enforcement of the Taxes in question); (ii) no Tax Lien has been filed (other than Permitted Liens), and (iii) no claim is being asserted, with respect to any such Tax, fee or other charge.

4.11.       Federal Regulations.  No part of the proceeds of any Loans, and no other extensions of credit hereunder, will be used (a) for “buying” or “carrying” any “margin stock” within the respective meanings of each of the quoted terms under Regulation U as now and from time to time hereafter in effect or (b) for any purpose that violates the provisions of the regulations of the Board.

4.12.       Labor Matters.  Except as, in the aggregate, could not reasonably be expected to have a Material Adverse Effect:  (a) there are no strikes or other labor disputes against any Covenant Party pending or, to the knowledge of the Borrower, threatened; (b) hours worked by and payment made to employees of each Covenant Party have not been in violation of the Fair Labor Standards Act or any other applicable Requirement of Law dealing with such matters; and (c) all payments due from any Covenant Party on account of employee health and welfare insurance have been paid or accrued as a liability on the books of the relevant Covenant Party.

4.13.       ERISA.  Except as could not reasonably be expected to have a Material Adverse Effect, (i) neither a Reportable Event nor an “accumulated funding deficiency” (within the meaning of

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Section 412 of the Code or Section 302 of ERISA) or failure to satisfy the minimum funding standards of Section 412 of the Code has occurred during the five-year period prior to the date on which this representation is made or deemed made with respect to any Plan, and each Employee Benefit Plan during such five-year period has complied in all material respects with the applicable provisions of ERISA and the Code, (ii) no termination of a Plan has occurred, and no Lien in favor of the PBGC or a Plan has arisen, during such five-year period and (iii) the present value of all accrued benefits under each Plan (based on those assumptions used to fund such Plans) did not, as of the last annual valuation date prior to the date on which this representation is made or deemed made, exceed the value of the assets of such Plan allocable to such accrued benefits by a material amount.  Neither the Borrower nor any Commonly Controlled Entity has had a complete or partial withdrawal from any Multiemployer Plan that has resulted or could reasonably be expected to result in a Material Adverse Effect, and to the Borrower’s knowledge, neither the Borrower nor any Commonly Controlled Entity could, except as could not reasonably be expected to result in a Material Adverse Effect, become subject to any liability under ERISA if the Borrower or any such Commonly Controlled Entity were to withdraw completely from any Multiemployer Plan as of the valuation date most closely preceding the date on which this representation is made or deemed made.  To the Borrower’s knowledge, (i) no such Multiemployer Plan is in Reorganization or Insolvent and (ii) no nonexempt prohibited transaction (within the meaning of Section 4795 of the Code or Section 406 of ERISA) has occurred with respect to a Plan which could reasonably be expected to result in a Material Adverse Effect.

4.14.       Investment Company Act; Other Regulations.  No Covenant Party is required to be registered as an “investment company,” or a company “controlled” by an “investment company,” within the meaning of the Investment Company Act of 1940, as amended.

4.15.       Subsidiaries.  Attached hereto as Schedule 4.15(a) is an organization chart of each Loan Party and its Subsidiaries as of the Closing Date.  Schedule 4.15(b) sets forth the name, jurisdiction of formation and classification of each Subsidiary and, as to each such Subsidiary, the percentage of each class of Capital Stock owned by any Loan Party as of the Closing Date. As of the Closing Date, there are no outstanding subscriptions, options, warrants, calls, rights or other agreements or commitments (other than stock options granted to employees or directors and directors’ qualifying shares) of any nature relating to any Capital Stock of the Borrower or any Restricted Subsidiary, except as created by the Loan Documents or the Second Lien Notes Documentation or disclosed on Schedule 4.15(b).

4.16.       Use of Proceeds.  The proceeds of the Term Loans made on the Amendment and Restatement Effective Date shall be used only for the repayment of Revolving Loans on the Amendment and Restatement Effective Date and to provide ongoing working capital requirements of the Borrower and its Subsidiaries and for general corporate purposes (including without limitation, acquisitions, other Investments and payments in respect of Indebtedness, in each case, otherwise permitted under this Agreement). The proceeds of the Revolving Loans, the Swingline Loans and the Letters of Credit after the Closing Date shall be used for working capital requirements and general corporate purposes of any Covenant Party.

4.17.       Environmental Matters.  Except as, in the aggregate, could not reasonably be expected to have a Material Adverse Effect:

(a)           the facilities and properties owned, leased or operated by any Covenant Party (the “Properties”) do not contain any Materials of Environmental Concern in amounts or concentrations or under circumstances that constitute a violation of, or could reasonably be expected to give rise to liability under, any applicable Environmental Law;

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(b)           no Covenant Party has received any written notice of any violation, alleged violation, non-compliance, liability or potential liability relating to any Environmental Laws, nor does the Borrower have knowledge or reason to believe that any such notice will be received or is being threatened;