CROSS-REFERENCE TABLE

TIA SECTION REFERENCE		INDENTURE SECTION

310 (a)(1)		7.10
(a)(2)		7.10
(a)(3)		N.A.
(a)(4)		N.A.
(a)(5)		7.10
(b)		7.08, 7.10
(c)		N.A.
311 (a)		7.11
(b)		7.11
(c)		N.A.
312 (a)		2.05
(b)		14.03
(c)		14.03
313 (a)		7.06
(b)(1)		N.A.
(b)(2)		7.06, 7.07
(c)		7.06, 13.02
(d)		7.06
314 (a)		4.03, 4.04, 14.02
(b)		N.A.
(c)(1)		14.04
(c)(2)		14.04
(c)(3)		N.A.
(d)		N.A.
(e)		14.05
315 (a)		7.01
(b)		7.05, 14.02
(c)		7.01
(d)		7.01
(e)		6.11
316 (a) (last sentence)		2.09
(a)(1)(A)		6.05
(a)(1)(B)		6.04
(a)(2)		N.A.
(b)		6.07
317 (a)(1)		6.08
(a)(2)		6.09
(b)		2.04
318 (a)		14.01

N.A. means Not Applicable.

Note: This Cross-Reference Table shall not, for any purpose, be deemed to be part of this Indenture.

TABLE OF CONTENTS

		Page

ARTICLE 1.

DEFINITIONS AND INCORPORATION BY REFERENCE

SECTION 1.01.	Definitions	1
SECTION 1.02.	Other Definitions	32
SECTION 1.03.	Incorporation by Reference of Trust Indenture Act	33
SECTION 1.04.	Rules of Construction	33

ARTICLE 2.

THE NOTES

SECTION 2.01.	Form and Dating	34
SECTION 2.02.	Execution and Authentication	35
SECTION 2.03.	Registrar And Paying Agent	36
SECTION 2.04.	Paying Agent To Hold Money in Trust	36
SECTION 2.05.	Holder Lists	36
SECTION 2.06.	Transfer and Exchange	36
SECTION 2.07.	Replacement Notes	45
SECTION 2.08.	Outstanding Notes	46
SECTION 2.09.	Treasury Notes	46
SECTION 2.10.	Temporary Notes	46
SECTION 2.11.	Cancellation	47
SECTION 2.12.	Payment of Interest; Defaulted Interest	47
SECTION 2.13.	CUSIP or ISIN Numbers	47
SECTION 2.14.	Record Date	47

ARTICLE 3.

REDEMPTION AND PREPAYMENT

SECTION 3.01.	Notices to Trustee	47
SECTION 3.02.	Selection of Notes To Be Redeemed	48
SECTION 3.03.	Notice of Redemption	48
SECTION 3.04.	Effect of Notice of Redemption	49
SECTION 3.05.	Deposit of Redemption Price	49
SECTION 3.06.	Notes Redeemed in Part	49
SECTION 3.07.	Optional Redemption	49
SECTION 3.08.	Mandatory Redemption	50
SECTION 3.09.	Offers to Repurchase by Application of Net Cash Proceeds	50

ARTICLE 4.

COVENANTS

SECTION 4.01.	Payment of Notes	52
SECTION 4.02.	Maintenance of Office or Agency	52
SECTION 4.03.	Reports	53
SECTION 4.04.	Compliance Certificate	53
SECTION 4.05.	Taxes	54
SECTION 4.06.	Stay, Extension and Usury Laws	54

SECTION 4.07.	Corporate Existence	54
SECTION 4.08.	Payments for Consent	54
SECTION 4.09.	Incurrence of Additional Debt	55
SECTION 4.10.	Restricted Payments	57
SECTION 4.11.	Liens	61
SECTION 4.12.	Asset Sales	61
SECTION 4.13.	Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries	63
SECTION 4.14.	Affiliate Transactions	64
SECTION 4.15.	Repurchase at the Option of Holders upon a Change of Control	66
SECTION 4.16.	Guarantees by Domestic Subsidiaries	68
SECTION 4.17.	Managed Practice Restrictions	69
SECTION 4.18.	Company Accounts	69
SECTION 4.19.	Conduct of Business	70
SECTION 4.20.	Further Assurances	70
SECTION 4.21.	Emergence Date Notification	70

ARTICLE 5.

SUCCESSORS

SECTION 5.01.	Merger, Consolidation or Sale of Assets	70
SECTION 5.02.	Successor Corporation Substituted	72

ARTICLE 6.

DEFAULTS AND REMEDIES

SECTION 6.01.	Events of Default	72
SECTION 6.02.	Acceleration	74
SECTION 6.03.	Other Remedies	75
SECTION 6.04.	Waiver of Defaults	75
SECTION 6.05.	Control by Majority	75
SECTION 6.06.	Limitation on Suits	76
SECTION 6.07.	Rights of Holders To Receive Payment	76
SECTION 6.08.	Collection Suit by Trustee	76
SECTION 6.09.	Trustee May File Proofs of Claim	76
SECTION 6.10.	Priorities	77
SECTION 6.11.	Undertaking for Costs	77

ARTICLE 7.

TRUSTEE

SECTION 7.01.	Duties of Trustee	77
SECTION 7.02.	Rights of Trustee	78
SECTION 7.03.	Individual Rights of Trustee	80
SECTION 7.04.	Trustee’s Disclaimer	80
SECTION 7.05.	Notice of Defaults	80
SECTION 7.06.	Reports by Trustee to Holders	80
SECTION 7.07.	Compensation and Indemnity	80
SECTION 7.08.	Replacement of Trustee	81
SECTION 7.09.	Successor Trustee by Merger, Etc.	82
SECTION 7.10.	Eligibility; Disqualification	82
SECTION 7.11.	Preferential Collection of Claims Against Company	83
SECTION 7.12.	Security Documents; Intercreditor Agreement	83

ARTICLE 8.

LEGAL DEFEASANCE AND COVENANT DEFEASANCE

SECTION 8.01.	Option To Effect Legal Defeasance or Covenant Defeasance	83
SECTION 8.02.	Legal Defeasance and Discharge	83
SECTION 8.03.	Covenant Defeasance	84
SECTION 8.04.	Conditions to Legal or Covenant Defeasance	84
SECTION 8.05.	Deposited Cash and U.S. Government Securities To Be Held In Trust; Other Miscellaneous Provisions	85
SECTION 8.06.	Repayment to Company	86
SECTION 8.07.	Reinstatement	86

ARTICLE 9.

AMENDMENT, SUPPLEMENT AND WAIVER

SECTION 9.01.	Without Consent of Holders of Notes	86
SECTION 9.02.	With Consent of Holders of Notes	88
SECTION 9.03.	Compliance with Trust Indenture Act	89
SECTION 9.04.	Revocation and Effect of Consents	89
SECTION 9.05.	Notation on or Exchange of Notes	90
SECTION 9.06.	Trustee To Sign Amendments, Etc.	90

ARTICLE 10.

GUARANTEES

SECTION 10.01.	Guarantee	90
SECTION 10.02.	Limitation on Guarantor Liability	91
SECTION 10.03.	Execution and Delivery of Guarantee	91
SECTION 10.04.	Guarantors May Consolidate, Etc., on Certain Terms	92
SECTION 10.05.	Releases of Guarantees	92

ARTICLE 11.

RTS MATTERS

SECTION 11.01.	RTS Guarantee	93
SECTION 11.02.	Limitation on RTS Guarantor Liability	94
SECTION 11.03.	Execution and Delivery of the RTS Guarantee	94
SECTION 11.04.	RTS Guarantors May Consolidate, Etc., on Certain Terms	95
SECTION 11.05.	Releases of RTS Guarantees	95
SECTION 11.06.	RTS Reports	96
SECTION 11.07.	RTS Compliance Certificate	97
SECTION 11.08.	RTS Taxes	97
SECTION 11.09.	RTS Corporate Existence	97
SECTION 11.10.	Incurrence of Additional Debt by RTS and the RTS Restricted Subsidiaries	97
SECTION 11.11.	RTS Restricted Payments	100
SECTION 11.12.	RTS Liens	103
SECTION 11.13.	RTS Asset Sales	103
SECTION 11.14.	Dividend and Other Payment Restrictions Affecting RTS Restricted Subsidiaries	105
SECTION 11.15.	RTS Affiliate Transactions	107
SECTION 11.16.	Limitations of Guarantees by RTS Restricted Subsidiariess	108
SECTION 11.17.	Conduct of Business by RTS	109
SECTION 11.18.	Merger, Consolidation or Sale of Assets by RTS Guarantors	109

SECTION 11.19.	Managed Practice Restrictions	109

ARTICLE 12.

SATISFACTION AND DISCHARGE

SECTION 12.01.	Satisfaction and Discharge	109
SECTION 12.02.	Deposited Cash and U.S. Government Securities To Be Held in Trust; Other Miscellaneous Provisions	110
SECTION 12.03.	Repayment to Company	110

ARTICLE 13.

COLLATERAL

SECTION 13.01.	Security Documents	111
SECTION 13.02.	Recordings and Opinions	111
SECTION 13.03.	Release of Collateral	112
SECTION 13.04.	Suits to Protect the Collateral	113
SECTION 13.05.	Authorization of Receipt of Funds by the Trustee Under the Security Documents	113
SECTION 13.06.	Purchaser Protected	114
SECTION 13.07.	Powers Exercisable by Receiver or Trustee	114
SECTION 13.08.	Release Upon Termination of the Company’s Obligations	114
SECTION 13.09.	Collateral Agent	114
SECTION 13.10.	Designations	119
SECTION 13.11.	No Impairment of the Security Interests	120
SECTION 13.12.	Insurance	120
SECTION 13.13.	Indemnity and Compensation	120

ARTICLE 14.

MISCELLANEOUS

SECTION 14.01.	Trust Indenture Act Controls	120
SECTION 14.02.	Notices	120
SECTION 14.03.	Communication by Holders of Notes with Other Holders of Notes	122
SECTION 14.04.	Certificate and Opinion as to Conditions Precedent	122
SECTION 14.05.	Statements Required in Certificate or Opinion	122
SECTION 14.06.	Rules by Trustee and Agents	123
SECTION 14.07.	No Personal Liability of Directors, Officers, Employees and Stockholders	123
SECTION 14.08.	Governing Law and Consent to Jurisdiction	123
SECTION 14.09.	No Adverse Interpretation of Other Agreements	123
SECTION 14.10.	Successors	123
SECTION 14.11.	Severability	124
SECTION 14.12.	Counterpart Originals	124
SECTION 14.13.	Table of Contents, Headings, Etc.	124
SECTION 14.14.	Waiver of Jury Trial	124
SECTION 14.15.	Force Majeure	124
SECTION 14.16.	USA PATRIOT Act	124
SECTION 14.17.	Legal Holidays	125
SECTION 14.18.	Intercreditor Agreement	125
SECTION 14.19.	Acknowledgments Relating to the Amendment and Restatement	125

This AMENDED AND RESTATED INDENTURE (this “Indenture”), dated as of October 25, 2013, is by and among OnCure Holdings, Inc., a Delaware corporation, each Guarantor listed on the signature pages hereto, Radiation Therapy Services Holdings, Inc., a Delaware corporation, Radiation Therapy Services, Inc., a Florida corporation, each of the RTS Guarantors listed on the signature pages hereto and Wilmington Trust, National Association, as trustee (the “Trustee”) and as collateral agent (in such capacity, the “Collateral Agent”).

WHEREAS, the Company and the Guarantors are parties to the Indenture, dated as of May 13, 2010 (the “Existing Indenture”), with the Trustee and Collateral Agent;

WHEREAS, in connection with the Emergence Transactions under the Plan of Reorganization (each as defined herein), the parties to the Existing Indenture wish to amend and restate the Existing Indenture, effective as of the date set forth above, to read in its entirety as set forth herein;

WHEREAS, the obligations of the Company and the Guarantors under the Existing Indenture are secured by various security interests; and

WHEREAS, it is the intention of the parties hereto that such security interests shall continue in full force and effect and shall secure all of the obligations of the Company, the Guarantors, RTS and the RTS Guarantors under this Indenture;

NOW, THEREFORE, in consideration of the premises and the agreements, provisions and covenants herein contained, the Company, each Guarantor, Holdings, RTS, the RTS Guarantors, the Trustee and the Collateral Agent agree as follows for the benefit of each other and for the equal and ratable benefit of the Holders of the 11¾ Senior Secured Notes due 2017 (the “Notes”) issued on May 13, 2010 (the “Original Issuance Date”) under the Existing Indenture, of which approximately $82,500,000 shall continue to be outstanding under this Indenture:

ARTICLE 1.

DEFINITIONS AND INCORPORATION BY REFERENCE

SECTION 1.01. Definitions.

For all purposes of this Indenture, except as otherwise expressly provided or unless the context otherwise requires:

“144A Global Note” means a Global Note in the form of Exhibit A hereto bearing or required to bear the Global Note Legend and the Private Placement Legend and deposited with and registered in the name of the Depositary or its nominee issued in a denomination equal to the outstanding principal amount of any Notes sold for initial resale in reliance on Rule 144A.

“Acquired EBITDA” means, 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.

“Acquired Entity or Business” means 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 Company or RTS or at the time it merges or consolidates with or into the Company or any of its Subsidiaries or RTS 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 Company or RTS or such acquisition, merger or consolidation.

“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.

“Agent” means any Registrar, coregistrar, Paying Agent or additional paying agent.

“Applicable Cash” means at any date (a) the aggregate amount of unrestricted cash and Cash Equivalents of the Company and the Guarantors and (b) a percentage amount of the cash and Cash Equivalents of any Domestic Subsidiary of the Company that is not a Guarantor up to the percentage of the outstanding Capital Stock of such Domestic Subsidiary held (directly or indirectly) by the Company at such date; provided, that no cash or Cash Equivalents shall be included in this clause (b) if such Domestic Subsidiary is prohibited or restricted from distributing cash or Cash Equivalents to the Company by the terms of any Contractual Obligation (other than any Note Document or the Intercompany Services Agreement) or requirement of law applicable to such Domestic Subsidiary and such Domestic Subsidiary is prohibited from making intercompany loans of its cash to the Company or a Guarantor.

“Applicable Premium” means, with respect to a Note at any Redemption Date, the greater of (i) 1.0% of the principal amount of such Note and (ii) the excess of (A) the present value at such Redemption Date of (1) the redemption price of such Note on September 30, 2015 (such redemption price being that described in Section 3.07) plus (2) all required remaining scheduled interest payments due on such Note through September 30, 2015, computed using a discount rate equal to the Treasury Rate plus 50 basis points, over (B) the principal amount of such Note on such Redemption Date. Calculation of the Applicable Premium will be made by the Company or on behalf of the Company by such Person as the Company shall designate; provided, however, that such calculation shall not be a duty or obligation of the Trustee.

“Applicable Procedures” means, with respect to any transfer, redemption or exchange of or for beneficial interests in any Global Note, the rules and procedures of the Depositary, Euroclear and Clearstream that apply to such transfer, redemption or exchange.

“Asset Acquisition” means (x) with respect to the Company or any Restricted Subsidiary of the Company (1) an Investment by the Company or any Restricted Subsidiary of the Company in any other Person pursuant to which such Person shall become a Restricted Subsidiary of the Company or any Restricted Subsidiary of the Company, or shall be merged with or into the Company or any Restricted Subsidiary of the Company, or (2) the acquisition by the Company or any Restricted Subsidiary of the Company of the assets of any Person (other than a Restricted Subsidiary of the Company) which constitute all or substantially all of the assets of such Person or comprise 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 and (y) with respect to RTS or any Restricted Subsidiary of RTS (1) an Investment by RTS or any Restricted Subsidiary of RTS in any other Person pursuant to which such Person shall become a Restricted Subsidiary of RTS or any Restricted Subsidiary of RTS, or shall be merged with or into RTS or any Restricted Subsidiary of RTS, or (2) the acquisition by RTS or any Restricted Subsidiary of RTS of the assets of any Person (other than a Restricted Subsidiary of RTS) which constitute all or substantially all of the assets of such Person or comprise 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” means 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 Company or any property of any Restricted Subsidiary of the Company by the Company or any of its Restricted Subsidiaries (including any Sale and Leaseback Transaction) to any Person other than the Company or a Restricted Subsidiary of the Company (or a Person who becomes a Restricted Subsidiary of the Company in connection with such transaction) of:

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

(2) any other property or assets (other than Capital Stock of the Company) of the Company or any Restricted Subsidiary of the Company 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 Company or its Restricted Subsidiaries receive aggregate consideration of less than $1.25 million;

(b) the sale, lease, conveyance, disposition or other transfer of all or substantially all of the assets of the Company or a Guarantor as permitted by Section 5.01;

(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 Indenture;

(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.

“Bankruptcy Court” means the United States Bankruptcy Court for the District of Delaware.

“Bankruptcy Law” means Title 11, U.S. Code or any similar federal, state or foreign law for the relief of debtors.

“Board of Directors” means, as to any Person, the board of directors (or similar governing body) of such Person or any duly authorized committee thereof.

“Board Resolution” means, 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 Trustee.

“Business Day” means a day other than a Saturday, Sunday or other day on which banking institutions in New York are authorized or required by law to close.

“Cancer Center” means any center or other facility that the Company manages or operates and a Managed Practice uses for the provision of radiation oncology services, of a routine and emergency nature, and the performance of all services ancillary thereto.

“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 Obligations” 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 Equivalents” means:

(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 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, including controlled disbursement services, overdraft facilities, foreign exchange facilities, deposit and other accounts and merchant services.

“Center Level EBITDA” means, with respect to any Managed Practice, for any Test Period, (i) Practice Revenue, minus (ii) Practice Expense, minus (iii) the amount of any MSA Payments made in such Test Period.

“Center Level EBITDA for the Specified Centers” means the Center Level EBITDA with respect to each Managed Practice that is attributable to any of the Specified Centers for the Test Period measured as of December 31, 2015. For purposes of calculating Center Level EBITDA for the Specified Centers, to the extent that,

pursuant to a specific Management Services Agreement, the Company or any of its Affiliates provide management services to a Managed Practice that is attributable to a Specified Center and one or more Cancer Centers that are not Specified Centers, then (i) the Practice Expense shall only include the portion of such expense attributable to the Specified Centers (it being understood that, to the extent any Person provides services on behalf of the Company, any of its Restricted Subsidiaries or such Managed Practice at any facility or Cancer Center other than a Specified Center, then the amount of the Practice Expense relating to the salary, benefits (including any deferred compensation) and other costs relating to the employment or engagement of such Person by the Company, any of its Restricted Subsidiaries or such Managed Practice shall be prorated based upon the number of hours spent by such Person on behalf of the Specified Center); provided, that there shall be excluded from Practice Expense any general corporate overhead or intercompany charges or mark-up not specified in the definition of Practice Expense or otherwise approved in an annual budget by the Managed Practice and (ii) the MSA Payment under such Management Services Agreement that is attributable to a Specified Center shall be determined in accordance with historical practices of the Company in effect prior to the Emergence Date.

“Change of Control” means the occurrence of either or both of an OnCure Change of Control and/or an RTS Change of Control.

“Code” means the Internal Revenue Code of 1986, as amended.

“Collateral” means collateral as such term is defined in the Security Documents, and any other property, whether now owned or hereafter acquired, upon which a Lien securing the Obligations under this Indenture, the Security Documents, the Intercreditor Agreement, the Notes or the Guarantees is granted or purported to be granted under any Security Document; provided, however, that “Collateral” shall not include any Excluded Collateral.

“Collateral Agent” has the meaning assigned to such term in the preamble hereto.

“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 Emergence Date or issued after the Emergence Date, and includes, without limitation, all series and classes of such common stock.

“Company” means OnCure Holdings, Inc., and any successor thereto.

“Company Liquidity” means, as of any date of determination, the sum of (a) all Applicable Cash as of such date of determination plus (b) the aggregate undrawn commitments available for borrowing by the Company and its Restricted Subsidiaries as of such date of determination in respect of any credit facility of the Company and its Restricted Subsidiaries in effect as of such date of determination.

“Confirmation Order” means that certain order confirming the Plan of Reorganization pursuant to section 1129 of the United States Bankruptcy Code, 11 U.S.C. ss. 101 et seq., as amended, entered by the United States Bankruptcy Court for the District of Delaware on October 3, 2013.

“Consolidated EBITDA” means, 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;

(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 Equity Offering, Permitted Investment, acquisition, recapitalization or Indebtedness permitted to be incurred under this Indenture (in each case whether or not consummated); and

(e) the amount of management, monitoring, consulting, advisory fees, termination payments and related expenses paid by such Person to the RTS 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 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 Emergence Date (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 Company or RTS, as applicable, 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 Company or RTS, as applicable, 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” means, 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 Stock of such Person and, to the extent permitted under this Indenture, its Restricted 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” means, 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” means, 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) (a) with respect to the Company and its Restricted Subsidiaries, after-tax gains (or losses) from Asset Sales (without regard to the $1.25 million limitation set forth in the definition thereof) or abandonments or reserves relating thereto, and (b) with respect to RTS and its Restricted Subsidiaries, after-tax gains (or losses) from RTS Asset Sales (without regard to the $5.0 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 Section 4.10(a)(4)(iii) 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 Emergence Date resulting from the application of SFAS Nos. 141, 142 or 144 or other accounting pronouncements relating to purchase accounting);

(10) any net gain or loss resulting from Hedging Obligations (including pursuant to the application of SFAS No. 133); and

(11) any increase in amortization or depreciation or other non-cash charges or the impact of write-off of deferred revenues resulting from the application of ASC 852 in relation to the Emergence Transactions.

“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).

“Consolidated Secured Leverage” means, with respect to any Person, the sum of the aggregate outstanding Secured Indebtedness for borrowed money of such Person and its Restricted Subsidiaries less the aggregate amount of cash and Cash Equivalents of such Person and its Restricted Subsidiaries.

“Consolidated Secured Leverage Ratio” means, with respect to any Person, as of any date of determination, the ratio of (x) Consolidated Secured Leverage of such Person at such date to (y) the aggregate amount of Consolidated EBITDA of such Person 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 such Person 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 such Person and its Restricted Subsidiaries shall be determined without giving pro forma effect to the proceeds of Indebtedness incurred on such date.

“Contractual Obligation” means, 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.

“Corporate Trust Office of the Trustee” shall be at the address of the Trustee specified in Section 13.02 hereof, or such other address as to which the Trustee may give notice to the Company.

“Credit Agreement” means the Credit Agreement dated as of May 10, 2012, as amended and restated on August 28, 2013 by and among RTS, the lenders party thereto in their capacities as lenders thereunder and Wells Fargo Bank, National Association, as administrative agent, together with the related documents thereto (including, without limitation, any guarantee agreements and security documents), as may be amended (including any amendment and restatement thereof), supplemented or otherwise modified from time to time, including one or more credit agreements, loan agreements, indentures or similar agreements extending the maturity of, refinancing, replacing, renewing or otherwise restructuring (including increasing the amount of available borrowings thereunder or adding Restricted Subsidiaries of RTS as additional borrowers or guarantors thereunder) all or any portion of the Indebtedness under such agreement or agreements or any successor or replacement agreement or agreements and whether by the same or any other agent, lender or group of lenders.

“Credit Facilities” means one or more bank debt facilities or agreements (including, without limitation, the Credit Agreement) or commercial paper facilities or indentures, in each case with banks or other institutional lenders or investors providing for revolving credit loans, term loans, debt securities or letters of credit, in each case, as amended, restated, modified, renewed, refunded, extended, replaced, restructured or refinanced in whole or in part from time to time under the same or any other agent, lender or group of lenders.

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

“Custodian” means, with respect to the Notes issuable or issued in whole or in part in global form, the Person specified in Section 2.03(c) hereof as Custodian with respect to the Notes, and any and all successors thereto appointed as custodian hereunder and having become such pursuant to the applicable provisions of this Indenture.

“Default” means an event or condition the occurrence of which is, or with the lapse of time or the giving of notice or both would be, an Event of Default; provided that any Default that results solely from the taking of any action that would have been permitted but for the continuation of a previous Default will be deemed to be cured if such previous Default is cured prior to becoming an Event of Default.

“Definitive Note” means a certificated Note registered in the name of the Holder thereof and issued in accordance with Section 2.06 or 2.10 hereof, in substantially the form of Exhibit A hereto except that such Note shall not bear the Global Note Legend and shall not have the “Schedule of Exchanges of Interests in the Global Note” attached thereto.

“Depositary” means, with respect to the Notes issuable or issued in whole or in part in global form, the Person specified in Section 2.03(b) hereof as the Depositary with respect to the Notes, and any and all successors thereto appointed as depositary hereunder and having become such pursuant to the applicable provisions of this Indenture.

“Designated Non-cash Consideration” means the fair market value of non-cash consideration received by the Company or one of its Restricted Subsidiaries in connection with an Asset Sale or by RTS or one of its Restricted Subsidiaries in connection with a RTS Asset Sale, as applicable, that is designated as Designated Non-cash Consideration pursuant to an officers’ certificate, setting forth the basis of such valuation, executed by a senior financial officer of the Company or RTS, as applicable, 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, an Asset Sale or an RTS 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, an Asset Sale or an RTS Asset Sale) on or prior to the final maturity date of the Notes.

“Domestic Subsidiary” means, with respect to any Person, any Restricted Subsidiary of such Person other than a Foreign Subsidiary.

“Emergence Date” means the day upon which the Effective Date (as defined in the Plan of Reorganization) has occurred as reflected in the Notice of Effective Date filed with the Bankruptcy Court.

“Emergence Transactions” means the transactions occurring pursuant to the Plan of Reorganization and the Confirmation Order.

“Equity Offering” means an offering of Qualified Capital Stock of any direct or indirect parent entity of the Company or the Company; provided that, in the event of an Equity Offering by any direct or indirect parent entity of the Company, such entity contributes to the capital of the Company the portion of the net cash proceeds of such Equity Offering necessary to pay the aggregate redemption price (plus accrued interest to the redemption date) of the Notes to be redeemed pursuant to Section 3.07.

“Escrow Agreement” means the Escrow Agreement, dated as of the Emergence Date among the Company, the Trustee, the Custodian and Wilmington Trust, National Association, as Escrow Agent.

“Escrowed Notes” shall have the meaning set forth in the Escrow Agreement.

“Euroclear” means Euroclear Bank, S.A./N.V., as operator of the Euroclear systems, and any successor thereto.

“Exchange Act” means the Securities Exchange Act of 1934, as amended, or any successor statute or statutes thereto.

“Excluded Collateral” means:

(1) the Voting Stock of any Foreign Subsidiary in excess of 66% of the outstanding Voting Stock of such Foreign Subsidiary;

(2) any permit or license or any contractual obligation entered into by the Company or any Guarantor (A) that prohibits or requires the consent of any Person other than the Company or any of its Affiliates as a condition to the creation by the Company or such Guarantor of a Lien on any right, title or interest in such permit, license or contractual agreement or any Capital Stock or equivalent related thereto or (B) to the extent that any requirement of law applicable thereto prohibits the creation of a Lien thereon, but only, with respect to the prohibition in (A) and (B), to the extent, and for as long as, such prohibition is not terminated or rendered unenforceable or otherwise deemed ineffective by the Uniform Commercial Code or any other requirement of law;

(3) fixed or capital assets owned by the Company or any Guarantor that is subject to a purchase money Lien or a capital lease if the contractual obligation pursuant to which such Lien is granted (or in the document providing for such capital lease) prohibits or requires the consent of any Person other than the Company or any of its Affiliates as a condition to the creation of any other Lien on such equipment;

(4) any “intent to use” trademark applications for which a statement of use has not been filed (but only until such statement is filed); and

(5) any leasehold interests of the Company or any Guarantor in real estate;

provided, however, “Excluded Collateral” shall not include any proceeds, products, substitutions or replacements of Excluded Collateral (unless such proceeds, products, substitutions or replacements would otherwise constitute Excluded Collateral ).

“fair market value” means, with respect to any asset or property, the price which could be negotiated in an arm’s length, free market transaction, for cash, between a willing seller and a willing and able buyer, neither of whom is under undue pressure or compulsion to complete the transaction. Fair market value shall be determined by the Board of Directors of the Company or RTS, as applicable, acting reasonably and in good faith and shall be evidenced by a Board Resolution of the Board of Directors of the Company or RTS, as applicable, delivered to the Trustee.

“FF&E” means furniture, fixtures and equipment necessary and/or appropriate for the provision of radiation oncology services by a Managed Practice, including all existing, additional, upgrades to and replacement items of the foregoing.

“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 that has no material assets other than Capital Stock of entities described in clause (1). Notwithstanding the foregoing definition, solely for purposes of the definition of Excluded Collateral, “Foreign Subsidiary” shall mean any Restricted Subsidiary of the Company 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 or that guarantees or otherwise provides direct credit support for any Indebtedness of the Company.

“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 Emergence Date.

“Global Note” means any Note in the form of Exhibit A hereto issued in global form in accordance with Article 2 hereof.

“Global Note Legend” means the legend set forth in Section 2.06(g)(ii), which is required to be placed on all Global Notes issued under this Indenture.

“Grantors” means the Issuer and the Guarantors.

“Guarantee” means a guarantee of the Notes by a Guarantor.

“Guarantor” means: (1) each Restricted Subsidiary of the Company that guarantees the Notes on the Emergence Date; and (2) each of the Company’s Restricted Subsidiaries that in the future executes a supplemental indenture in which such Restricted Subsidiary agrees to be bound by the terms of this Indenture as a Guarantor; provided that any Person constituting a Guarantor as described above shall cease to constitute a Guarantor when its respective Guarantee is released in accordance with the terms of this Indenture. The Guarantors as of the date of the Emergence Date shall consist of the same Persons that are Guarantors immediately prior to the Emergence Date.

“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.

“Holder” means a Person in whose name a Note is registered in the Security Register.

“Holdings” means Radiation Therapy Services Holdings, Inc. and any successor thereto.

“IAI Global Note” means one or more Global Notes bearing or required to bear the Private Placement Legend that will be issued in an aggregate principal amount equal to the aggregate principal amount of any Notes that may be resold to Institutional Accredited Investors on any Issue Date.

“Indebtedness” means 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 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 Indenture, 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.

“Indenture” means this amended and restated indenture, as executed on or as of the Emergence Date or as it may thereafter from time to time be supplemented or amended in accordance with Article 9 hereof.

“Independent Financial Advisor” means 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 Company or RTS, as applicable; and (2) which, in the judgment of the Board of Directors of the Company or RTS, as applicable, is otherwise independent and qualified to perform the task for which it is to be engaged.

“Initial Notes” means $82,500,000 aggregate principal amount of Notes (together with such additional principal amount of Notes that may remain outstanding on the Emergence Date as a result of rounding of such $82,500,000 aggregate principal amount) pursuant to the Plan of Reorganization, in each case originally issued on the Original Issuance Date, as amended and restated pursuant to this Indenture and outstanding on the Emergence Date.

“Institutional Accredited Investor” means an institution that is an “accredited investor” as defined in Rule 501(a)(1), (2), (3) or (7) under the Securities Act, that is not also a QIB.

“Insurance Subsidiary” means each of Batan Insurance and any future Subsidiary of RTS 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 RTS, its Subsidiaries and any of its direct or indirect parents and the respective employees, officers or directors thereof or doctors affiliated with a Managed Practice.

“Intercompany Services Agreement” means that certain Intercompany Services Agreement, dated on or about the Emergence Date, by and between the Company and RTS, as amended from time to time in compliance with this Indenture.

“Intercreditor Agreement” means the intercreditor agreement among Wells Fargo Bank, N.A., as agent under the Credit Agreement, Wilmington Trust, National Association, as collateral agent under the Second Lien Notes Indenture, and the Collateral Agent, as it may be amended, supplemented, replaced, substituted or otherwise modified from time to time in accordance with this Indenture or the Intercreditor Agreement.

“Interest Swap Obligations” means 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.

“Interest Payment Dates” shall have the meaning set forth in paragraph 1 of any Note in the form of Exhibit A hereto issued in accordance with Article 2 hereof.

“Investment” means, 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 Company and its Restricted Subsidiaries in accordance with normal trade practices of the Company or such Restricted Subsidiary, as the case may be. If the Company or any Restricted Subsidiary of the Company sells or otherwise disposes of any Common Stock of any direct or indirect Restricted Subsidiary of the Company such that, after giving effect to any

such sale or disposition, the Company no longer owns, directly or indirectly, 100% of the outstanding Common Stock of such Restricted Subsidiary, the Company 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. In addition, “Investment” shall exclude extensions of trade credit by RTS and its Restricted Subsidiaries in accordance with normal trade practices of RTS or such Restricted Subsidiary, as the case may be. If RTS or any Restricted Subsidiary of RTS sells or otherwise disposes of any Common Stock of any direct or indirect Restricted Subsidiary of RTS such that, after giving effect to any such sale or disposition, RTS no longer owns, directly or indirectly, 100% of the outstanding Common Stock of such Restricted Subsidiary, RTS 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.

“Issue Date” means the date of original issuance of the Notes.

“Junior Priority Indebtedness” means other Indebtedness of the Company and/or the Guarantors that is secured by Liens on the Collateral ranking junior in priority to the Liens securing the Notes as permitted by this Indenture and is designated by the Company as Junior Priority Indebtedness.

“Lien” means any lien, mortgage, deed of trust, pledge, security interest, charge or encumbrance of any kind (including any conditional sale or other title retention agreement, any lease in the nature thereof and any agreement to give any security interest).

“Managed Practice” means any medical professional association, professional corporation, partnership or similar entity that provides medical services under a Management Services Agreement.

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

“Management Services Agreement” means any management services agreement to which the Company or any of its Restricted Subsidiaries is a party and pursuant to which the Company or the applicable Restricted Subsidiary provides management and/or administrative services and other related services to the applicable Managed Practice.

“Medicaid” means, collectively, the healthcare assistance program established by Title XIX of the Social Security Act and any statutes succeeding thereto, and all laws pertaining to such program including (a) all federal statutes (whether set forth in Title XIX of the Social Security Act or elsewhere) affecting such program; (b) all state statutes and plans for medical assistance enacted in connection with such program and federal rules and regulations promulgated in connection with such program; and (c) all applicable provisions of all rules, regulations, manuals, orders and requirements of all governmental authorities promulgated in connection with such program (whether or not having the force of law), in each case as the same may be amended, supplemented or otherwise modified from time to time.

“Medicare” means, collectively, the health insurance program for the aged and disabled established by Title XVIII of the Social Security Act and any statutes succeeding thereto, and all laws pertaining to such program including (a) all federal statutes (whether set forth in Title XVIII of the Social Security Act or elsewhere) affecting such program; and (b) all applicable provisions of all rules, regulations, manuals, orders and requirements of all governmental authorities promulgated in connection with such program (whether or not having the force of law), in each case as the same may be amended, supplemented or otherwise modified from time to time.

“Moody’s” means Moody’s Investors Service, Inc. or any successor to the rating agency business thereof.

“MSA Payments” means, for any Test Period, any payments to a Managed Practice or providers, physicians or other medical doctors affiliated with a Managed Practice under Management Services Agreements, in each case, made by the Company or any of its Restricted Subsidiaries during such Test Period.

“Net Cash Proceeds” means, with respect to any Asset Sale or RTS 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 Company or any of its Restricted Subsidiaries from such Asset Sale, or RTS or any of its Restricted Subsidiaries from such RTS Asset Sale, net of:

(1) out-of-pocket expenses and fees relating to such Asset Sale or RTS 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 or RTS Asset Sale; and

(4) appropriate amounts to be provided by the Company or any of its Restricted Subsidiaries or, in the case of an RTS Asset Sale, RTS or any of its Restricted Subsidiaries, as the case may be, as a reserve, in accordance with GAAP, against any liabilities associated with such Asset Sale or RTS Asset Sale and retained by the Company or any of its Restricted Subsidiaries or, in the case of an RTS Asset Sale, RTS or any of its Restricted Subsidiaries, as the case may be, after such Asset Sale or RTS 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 or RTS Asset Sale.

“Note Documents” means the Notes, the Guarantees, the RTS Guarantees, the Security Documents, the Intercreditor Agreement, the Intercompany Services Agreement, the Escrow Agreement and this Indenture.

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

“Officer” means the Chief Executive Officer, the President, the Chief Financial Officer, any Executive Vice President, Vice President or the Treasurer or Secretary of the Company or RTS, as applicable.

“Officers’ Certificate” means a certificate, signed by two Officers of the Company or RTS, as applicable, at least one of whom shall be the principal executive officer or principal financial officer, principal accounting officer or Treasurer of the Company or RTS, as applicable, that meets the requirements of this Indenture.

“OnCure 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 Company 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 this Indenture), other than to the OnCure Permitted Holders;

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

(3) the Company 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 OnCure Permitted Holders and any entity formed for the purpose of owning Capital Stock of the Company) 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 Company.

provided that for the avoidance of doubt, the acquisition of the Company’s Capital Stock by RTS as contemplated by the Plan of Reorganization, shall not constitute, or be deemed to constitute, a Change of Control.

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 Company shall not itself be considered a Person or Group for purposes of clause (1) or (3) above.

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

“OnCure Refinancing Indebtedness” means any Refinancing by the Company or any Restricted Subsidiary of the Company of Indebtedness incurred in accordance with Section 4.09 (other than pursuant to clauses (2), (4), (5), (6), (7), (8), (9), (10), (12), (13), (14) or (15) of Section 4.09(b)), 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 Company in connection with such Refinancing); or

(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 Company and the Guarantors (and is not otherwise guaranteed by a Restricted Subsidiary of the Company), then such Refinancing Indebtedness shall be Indebtedness of the Company and/or the Guarantors and (y) if such Indebtedness being Refinanced is subordinate in right of payment to the Notes or any Guarantee, then such Refinancing Indebtedness shall be subordinate in right of payment to the Notes or such Guarantee, as the case may be, at least to the same extent and in the same manner as the Indebtedness being Refinanced.

“OnCure Total Assets” means, 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 Company and its Restricted Subsidiaries as the total assets of the Company and its Restricted Subsidiaries.

“Opinion of Counsel” means a written opinion, from legal counsel who is acceptable to the Trustee and which meets the requirements of Section 13.05 hereof. The counsel may be an employee of or counsel to the Company, Guarantors, RTS or the Trustee.

“Pari Passu Indebtedness” means any Indebtedness of the Company, any Guarantor, RTS or any RTS Guarantors that ranks pari passu in right of payment with the Notes or the Guarantee of such Guarantor, RTS or RTS Guarantor, as applicable.

“Patients” means all individuals receiving radiation oncology services from a Managed Practice.

“Permitted Investments” means:

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

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

(3) investments in cash and Cash Equivalents;

(4) loans and advances to employees, directors and officers of the Company and its Restricted Subsidiaries or to any physician affiliated with the Company 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 $1.0 million at any one time outstanding;

(5) Hedging Obligations entered into not for speculative purposes and otherwise in compliance with this Indenture;

(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 Company or its Restricted Subsidiaries as a result of consideration received in connection with an Asset Sale made in compliance with Section 4.12 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 Indenture;

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

(10) Investments by the Company or its Restricted Subsidiaries in Unrestricted Subsidiaries and joint ventures, taken together with all other Permitted Investments pursuant to this clause (10) not to exceed, at any one time outstanding, $10.0 million; provided that Investments in excess of $3.0 million at any one time outstanding made pursuant to this clause (10) may be made only if the Company or a Restricted Subsidiary of the Company, and not any RTS Entity, is an equityholder in such joint venture or Unrestricted Subsidiary, as applicable;

(11) 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;

(12) receivables owing to the Company or a Restricted Subsidiary of the Company 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 Company or such Restricted Subsidiary, as the case may be, deems reasonable under the circumstances;

(13) 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;

(14) any Investments existing on the Emergence Date 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 Emergence Date, (y) the aggregate amount by which all Investments made under this clause (14)

may be increased after the Emergence Date shall not exceed $2.5 million or (z) as otherwise permitted by this Indenture;

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

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

(17) Investments made in connection with the transactions contemplated by the Intercompany Services Agreement as in effect on the Emergence Date; and

(18) additional Investments not to exceed $2.5 million 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 (18).

“Permitted Liens” means 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 Company 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 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 Company 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 asset 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 Company or any Restricted Subsidiary of the Company 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, warranty or contractual requirements (other than capital markets debt securities or syndicated bank indebtedness) of RTS or any of its Restricted Subsidiaries, or arising from statutory, regulatory, warranty or contractual requirements of the Company or any of its Restricted Subsidiaries, including rights of offset and setoff;

(11) Liens securing Hedging Obligations otherwise permitted under this Indenture, which obligations do not exceed $1.0 million at any one time outstanding;

(12) Liens securing Acquired Indebtedness incurred in accordance with Section 4.09; provided that:

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

(b) such Liens do not extend to or cover any property or assets of the Company or of any of its Restricted Subsidiaries other than the property or assets that secured the Acquired Indebtedness prior to the time such Indebtedness became Acquired Indebtedness of the Company or a Restricted Subsidiary of the Company and are no more favorable to the lienholders than those securing the Acquired Indebtedness prior to the incurrence of such Acquired Indebtedness by the Company or a Restricted Subsidiary of the Company;

(13) Liens on assets of a Restricted Subsidiary of the Company that is not a Guarantor;

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

(15) 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;

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

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

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

(19) 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;

(20) Liens securing Indebtedness permitted to be incurred under Credit Facilities, including any letter of credit facility relating thereto, that is permitted by the terms of this Indenture to be incurred pursuant to clause (2) of Section 4.09(b); provided that such Liens are made junior and subordinate in all respects to the Liens securing the Obligations under this Indenture and the Notes pursuant to an intercreditor agreement in form and substance substantially similar to the Intercreditor Agreement;

(21) Liens on the Collateral in favor of any Collateral Agent for the benefit of the Holders of the Notes relating to such Collateral Agent’s administrative expenses with respect to the Collateral;

(22) Liens in respect of the Initial Notes, this Indenture or the Security Documents in respect of the Initial Notes and the Guarantees thereof;

(23) other Liens securing obligations incurred in the ordinary course of business which obligations do not exceed $5.0 million at any one time outstanding; provided that the Company and its Restricted Subsidiaries may incur Liens in respect of guarantees of Indebtedness of RTS Entities incurred in the ordinary course of business if (a) the aggregate principal amount of Indebtedness under such guarantees does not exceed, together with all other Indebtedness secured by Liens under this clause (23) at any one time outstanding, $25.0 million, and (b) such Liens securing such guarantees are junior and subordinate in all respects to the Liens securing the Obligations under this Indenture and the Notes pursuant to an intercreditor agreement in form and substance substantially similar to the Intercreditor Agreement;

(24) Liens securing Obligations in respect of any Indebtedness permitted to be incurred pursuant to Section 4.09; provided that, with respect to liens securing Obligations permitted under this clause, at the time of incurrence and after giving pro forma effect thereto, the Consolidated Secured Leverage Ratio of RTS would be no greater than 3.25 to 1.00; provided further that, for purposes of calculating the Consolidated Secured Leverage Ratio of RTS pursuant to this clause, the total amount of Indebtedness permitted to be incurred pursuant to clause (2) of Section 4.09(b) shall be deemed to be outstanding and secured by Liens; provided further that (a) such Liens are made junior and subordinate in all respects to the Liens securing the Obligations under this Indenture and the Notes pursuant to an intercreditor agreement in form and substance substantially similar to the Intercreditor Agreement, and (b) the Indebtedness secured by such Liens, other than any guarantees of Indebtedness of RTS and the its Restricted Subsidiaries, has a final stated maturity date on or after July 16, 2017;

(25) Liens incurred to secure obligations in respect of Indebtedness permitted by clause (11) of Section 4.09(b); provided that such Liens do not extend to any additional property or assets other than the Liens securing such Indebtedness being refinanced; provided further that if the Liens securing such Indebtedness being refinanced are subordinate to the Liens securing the Notes, then the Liens incurred pursuant to this clause (25) shall be subordinate to the Liens securing the Notes at least to the same extent as the Indebtedness being Refinanced; and

(26) Liens in respect of guarantees of the Second Lien Notes of RTS provided that such Liens are made junior and subordinate in all respects to the Liens securing the Obligations under this Indenture and the Notes pursuant to the Intercreditor Agreement.

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

“Plan of Reorganization” means that certain Plan of Reorganization For OnCure Holdings, Inc. and its Affiliate Debtors Under Chapter 11 of the Bankruptcy Code filed by the Company and certain of its affiliates on July 17, 2013, Case No. 13-11540 ( KG) in the United States Bankruptcy Court for the District of Delaware, as altered, amended, modified, or supplemented from time to time prior to entry of the Confirmation Order, including any exhibits, supplements, annexes, appendices and schedules thereto, as confirmed by such Bankruptcy Court pursuant to the Confirmation Order.

“Practice Expense” means, for any Test Period with respect to any Managed Practice, all of the following expenses and costs incurred by the Company or any of its Restricted Subsidiaries during such Test Period directly related to the provision of management services to a Managed Practice pursuant to a Management Services Agreement, determined on an accrual basis of accounting in accordance with GAAP:

(1) salaries, benefits (including, without limitation, any deferred compensation) and other costs (including, without limitation, costs pertaining to training and education) relating to the employment or engagement by the Company or any of its Restricted Subsidiaries of all personnel;

(2) obligations of the Company or any of its Restricted Subsidiaries under leases or subleases;

(3) medical and office supplies;

(4) utility expenses and all other costs, including, without limitation, costs of repairs, maintenance, telephone, janitorial services and refuse disposal;

(5) the cost and expense of FF&E, Required Improvements and all costs and expenses associated therewith; provided, however, to the extent that any such cost and expense is required to be capitalized under GAAP, such cost and expense shall not be deemed a Practice Expense;

(6) cost of all liability insurance other than medical malpractice liability insurance;

(7) costs of all business licenses, governmental fees; and

(8) such other costs and expenses expressly set forth as Practice Expenses or “Center Expenses”, as applicable, in an annual budget prepared by the Company or any of its Restricted Subsidiaries in consultation with the respective Managed Practice and used for the calculation and payment of any MSA Payments.

“Practice Revenue” means, for any Test Period with respect to any Managed Practice in connection with the provision of management services to a Managed Practice pursuant to a Management Services Agreement, (a) all revenues earned by or on behalf of the Managed Practice as a result of the provision of radiation oncology services, of a routine and emergency nature, and the performance of all services ancillary thereto and (b) all revenues earned by the Managed Practice whether received in an inpatient or outpatient setting and whether rendered to health maintenance organizations, preferred provider organizations, Medicare, Medicaid or Patients, including, but not limited to, payments received under any capitation arrangement, in each case, during such Test Period. For the avoidance of doubt, Practice Revenue shall include any and all revenue relating to the sale or use of products or supplies, clinical trials, treatment and outcome data, whether medical or pharmaceutical in nature, in connection with the provision of radiation oncology services, of a routine and emergency nature, and the performance of all services ancillary thereto and shall be determined on an accrual basis of accounting in accordance with GAAP.

“Predecessor Note” of any particular Note means every previous Note evidencing all or a portion of the same Debt as that evidenced by such particular Note; and any Note authenticated and delivered under Section 2.07 in lieu of a lost, destroyed or stolen Predecessor Note shall be deemed to evidence the same Debt as the lost, destroyed or stolen Predecessor Note.

“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.

“Private Placement Legend” means the legend set forth in Section 2.06(g)(i) hereof to be placed on all Notes issued under this Indenture except as otherwise permitted by the provisions of this Indenture.

“Profits Interest Arrangement” means an arrangement resulting from (i) the merger, consolidation or other combination of a Managed Practice with or into an RTS Entity or (ii) a transfer of a Management Services Agreement from a Managed Practice to an RTS entity, in each case whereby (a) such RTS Entity or surviving entity, as applicable, provides the Company and its Restricted Subsidiaries a profits interest (a “Profits Interest”) in such RTS Entity or surviving entity, as applicable, that would grant the Company or the applicable Restricted Subsidiary of the Company (through a written agreement or otherwise) ongoing net cash flow that the Company reasonably expects in good faith will result in the fair market value of such Profits Interest being greater than or equal to the fair market value allocable to the Company and its Restricted Subsidiaries of such Managed Practice or Management Services Agreement, as applicable, (b) the Collateral Agent is provided a first priority Lien on such Profits Interest, and (c) a cash management arrangement is established pursuant to which, on and after the 90th day following the Emergence Date, cash allocable to the Company and its Restricted Subsidiaries under such Profits Interest Arrangement is promptly transferred to an account of the Company or the applicable Restricted Subsidiary of the Company in which the Collateral Agent has a first priority perfected Lien.

“Purchase Money Indebtedness” means Indebtedness of the Company 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 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.

“QIB” means a “qualified institutional buyer” as defined in Rule 144A.

“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.

“Regular Record Date” for the interest payable on any Interest Payment Date means the applicable date specified as a “Record Date” on the face of any Note in the form of Exhibit A hereto issued in accordance with Article 2 hereof.

“Regulation S” means Regulation S promulgated under the Securities Act.

“Regulation S Global Note” means a Global Note in the form of Exhibit A hereto bearing or required to bear the Global Note Legend and the Private Placement Legend and deposited with and registered in the name of the Depositary or its nominee issued in a denomination equal to the outstanding principal amount of the Notes sold for initial resale in reliance on Rule 904 of Regulation S.

“Required Improvements” means all servicing, repair, cleaning and maintenance and repairs of the FF&E to ensure that it is in good condition and repair and adequate for the provision of radiation oncology services by the Managed Practice; including but not limited to, maintenance of all radiation equipment by licensed professionals in accordance, in all material respects, with all laws pertaining to hazardous materials.

“Responsible Officer,” when used with respect to the Trustee, means any vice president, assistant vice president, any trust officer or assistant trust officer within the Corporate Trust Office of the Trustee (or any successor group of the Trustee) with direct responsibility for the administration of this Indenture and also means,

with respect to a particular corporate trust matter, any other officer of the Trustee to whom such matter is referred because of his or her knowledge of and familiarity with the particular subject.

“Restricted Definitive Note” means one or more Definitive Notes bearing or required to bear the Private Placement Legend.

“Restricted Global Notes” means 144A Global Notes and Regulation S Global Notes.

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

“RTS” means Radiation Therapy Services, Inc., and any successor thereto.

“RTS Asset Sale” means 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 RTS or any property of any RTS Restricted Subsidiary (including any RTS Sale and Leaseback Transaction) to any Person other than RTS or a Restricted Subsidiary of RTS (or a Person who becomes a Restricted Subsidiary of RTS in connection with such transaction) of:

(1) any Capital Stock of any Restricted Subsidiary of RTS; or

(2) any other property or assets (other than Capital Stock of RTS) of RTS or any RTS Restricted Subsidiary 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 RTS or its Restricted Subsidiaries receive aggregate consideration of less than $5.0 million;

(b) the sale, lease, conveyance, disposition or other transfer of all or substantially all of the assets of RTS or an RTS Restricted Subsidiary as permitted by Section 11.18;