rdd Doc 134 Filed 06/20/17 Entered 06/20/17 14:37:13 Main Document Pg 1 of 66

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1 rdd Doc 134 Filed 06/20/17 Entered 06/20/17 14:37:13 Main Document Pg 1 of 66 UNITED STATES BANKRUPTCY COURT SOUTHERN DISTRICT OF NEW YORK ) In re: ) Chapter 11 ) 21st CENTURY ONCOLOGY HOLDINGS, INC., et al., 1 ) Case No (RDD) ) Debtors. ) (Jointly Administered) ) ) Re: Docket Nos. 17, 31, and 76. FINAL ORDER: (I) PURSUANT TO 11 U.S.C. 105, 361, 362, 363 AND 364 AUTHORIZING THE DEBTORS TO (A) OBTAIN SENIOR SECURED PRIMING SUPERPRIORITY POSTPETITION FINANCING, (B) GRANT LIENS AND SUPERPRIORITY ADMINISTRATIVE EXPENSE STATUS, (C) USE CASH COLLATERAL OF PREPETITION SECURED PARTIES AND (D) GRANT ADEQUATE PROTECTION TO PREPETITION SECURED PARTIES; AND (II) GRANTING RELATED RELIEF 1 The Debtors in these chapter 11 cases, along with the last four digits of each Debtor s federal tax identification number, include: 21C East Florida, LLC (0905); 21st Century of Florida Acquisition, LLC (7449); 21st Century Oncology Holdings, Inc. (7745); 21st Century Oncology Investments, LLC (3960); 21st Century Oncology Management Services, Inc. (7211); 21st Century Oncology of Alabama, LLC (3649); 21st Century Oncology of Harford County, Maryland, LLC (6540); 21st Century Oncology of Jacksonville, LLC (4308); 21st Century Oncology of Kentucky, LLC (3667); 21st Century Oncology of New Jersey, Inc. (9875); 21st Century Oncology of Pennsylvania, Inc. (0463); 21st Century Oncology of Prince Georges County, Maryland, LLC (2750); 21st Century Oncology of South Carolina, LLC (1654); 21st Century Oncology of Washington, LLC (3274); 21st Century Oncology Services, LLC (6866); 21st Century Oncology, Inc. (8951); 21st Century Oncology, LLC (5899); AHLC, LLC (9353); American Consolidated Technologies, LLC (4024); Arizona Radiation Therapy Management Services, Inc. (3876); Asheville CC, LLC (9175); Associates in Radiation Oncology Services, LLC (0866); Atlantic Urology Clinics, LLC (0029); Aurora Technology Development, LLC (5383); Berlin Radiation Therapy Treatment Center, LLC (3712); Boynton Beach Radiation Oncology, LLC (0780); California Radiation Therapy Management Services, Inc. (7222); Carepoint Health Solutions, LLC (7130); Carolina Radiation and Cancer Treatment Center, LLC (5493); Carolina Regional Cancer Center, LLC (6164); Derm-Rad Investment Company, LLC (4111); Devoto Construction of Southwest Florida, Inc. (3949); Financial Services Of Southwest Florida, LLC (3717); Fountain Valley & Anaheim Radiation Oncology Centers, Inc. (3999); Gettysburg Radiation, LLC (8771); Goldsboro Radiation Therapy Services, LLC (2589); Jacksonville Radiation Therapy Services, LLC (6266); Maryland Radiation Therapy Management Services, LLC (0079); MD International Investments, LLC (3303); Medical Developers, LLC (1261); Michigan Radiation Therapy Management Services, Inc. (3965); Nevada Radiation Therapy Management Services, Incorporated (4204); New England Radiation Therapy Management Services, Inc. (6448); New York Radiation Therapy Management Services, LLC (8868); North Carolina Radiation Therapy Management Services, LLC (4741); OnCure Holdings, Inc. (1697); OnCure Medical Corp. (1053); Palms West Radiation Therapy LLC (4934); Phoenix Management Company, LLC (8644); Radiation Therapy School For Radiation Therapy Technology, Inc. (7840); Radiation Therapy Services International, Inc. (7575); RVCC, LLC (3578); Sampson Accelerator, LLC (2724); Sampson Simulator, LLC (2250); SFRO Holdings, LLC (6927); South Florida Medicine, LLC (6002); South Florida Radiation Oncology, LLC (7256); Treasure Coast Medicine, LLC (0975); U.S. Cancer Care, Inc. (3730); USCC Florida Acquisition, LLC (0485); West Virginia Radiation Therapy Services, Inc. (0691). The location of 21st Century Oncology Holdings, Inc. s corporate headquarters and the Debtors service address is: 2270 Colonial Boulevard, Fort Myers, Florida

2 rdd Doc 134 Filed 06/20/17 Entered 06/20/17 14:37:13 Main Document Pg 2 of 66 This matter is before the Bankruptcy Court on the motion dated May 25, 2017 (the Motion ) 2 of the above-captioned debtors and debtors in possession (collectively, the Debtors ) in the above-captioned chapter 11 cases (collectively, the Chapter 11 Cases ), for entry of an interim order (the Interim Order ) and a final order (this Final Order ) under sections 105, 361, 362, 363(c), 364(c)(1), 364(c)(2), 364(c)(3), 364(d)(1), 364(e) and 507 of title 11 of the United States Code, 11 U.S.C (the Bankruptcy Code ), Rules 2002, 4001, 9013 and 9014 of the Federal Rules of Bankruptcy Procedure (the Bankruptcy Rules ) and Rules , , , , and of the Local Bankruptcy Rules for the Southern District of New York (the Local Rules ), seeking, among other things: (1) authorization for the Debtors to (A) obtain postpetition secured debtor in possession financing in an aggregate principal amount of up to $75,000,000 (the DIP Facility ), the availability of which shall be subject to the terms and conditions set forth in the DIP Documents (defined below), pursuant to the terms and conditions of this Final Order and that certain Senior Secured Superpriority Debtor-in-Possession Credit Agreement (attached hereto as Exhibit A, and as hereafter amended, restated, amended and restated, supplemented or otherwise modified from time to time in accordance with the terms thereof and hereof, the DIP Credit Agreement ), dated as of June 2, 2017 (the Closing Date ) by and among 21st Century Oncology, Inc., as borrower ( 21C Oncology or the DIP Borrower ), 21st Century Oncology Holdings, Inc. ( 21C Holdings ) and certain other Debtors, as guarantors (collectively, and together with 21C Holdings, the 2 Capitalized terms not otherwise defined herein shall have the meaning ascribed to them in the Motion or the applicable DIP Documents (as defined herein). 2

3 rdd Doc 134 Filed 06/20/17 Entered 06/20/17 14:37:13 Main Document Pg 3 of 66 DIP Guarantors, and together with 21C Oncology, the 21C Debtors ), 3 Morgan Stanley Senior Funding, Inc., as administrative agent and collateral agent (in such capacities, the DIP Agent ) and the lenders party thereto from time to time (the DIP Lenders and, together with the DIP Agent and any other party to which DIP Obligations (as defined herein) are owed, the DIP Parties ), and (B) incur the Obligations under the DIP Credit Agreement (such Obligations, as provided for and defined in the DIP Credit Agreement, shall be referred to herein as the DIP Obligations ) (the DIP Credit Agreement, together with the Interim Order, this Final Order and any related agreements, documents, certificates, instruments, exhibits and schedules delivered or executed from time to time in connection therewith, as amended, restated, amended and restated, supplemented or otherwise modified from time to time in accordance with the terms thereof and hereof, collectively, the DIP Documents ); (2) authorization for the Debtors to execute and enter into the DIP Documents and to perform their respective obligations thereunder and such other and further acts as may be required in connection with the DIP Documents, including, without limitation, the payment of all principal, interest, fees, expenses, premiums and other amounts payable under the DIP Documents as such amounts become due and payable; (3) authorization for the Debtors to grant valid, enforceable, non-avoidable, automatically and fully perfected security interests, liens and superpriority claims, including allowed superpriority administrative expense claims pursuant to section 364(c)(1) of the Bankruptcy Code and liens pursuant to sections 364(c)(2) and 364(c)(3) of the 3 For the avoidance of doubt, Medical Developers, LLC ( MDL ) and MD International Investments, LLC ( MDI, and together with MDL, the MDL Entities ), each Debtors in the Chapter 11 Cases, are not parties to the DIP Facility. 3

4 rdd Doc 134 Filed 06/20/17 Entered 06/20/17 14:37:13 Main Document Pg 4 of 66 Bankruptcy Code (and, solely as set forth in paragraph 11(a)(iii) of the Interim Order and this Final Order, priming liens pursuant to section 364(d)(1) of the Bankruptcy Code), to the DIP Agent, for the benefit of the DIP Parties, in the DIP Collateral (as defined herein) (and all proceeds thereof), including, without limitation, all property constituting Cash Collateral, as defined in section 363(a) of the Bankruptcy Code ( Cash Collateral ), to secure all DIP Obligations, as more fully set forth in the Interim Order and this Final Order; (4) authorization for the Debtors use of Cash Collateral of the Prepetition Secured Parties (as defined herein) solely as provided herein, and the provision of adequate protection to (i) the Prepetition 21C Parties for any Diminution in Value (as defined herein) of their interests in the Prepetition 21C Collateral, and (ii) the Prepetition MDL Parties for any Diminution in Value of their interests in the Prepetition MDL Collateral (each as defined herein), in each case including any Cash Collateral, solely as set forth in paragraph 12 of the Interim Order and this Final Order; (5) authorization for the DIP Borrower to borrow, and the DIP Guarantors to guarantee, amounts under the DIP Facility in accordance with the terms and conditions of the DIP Documents to (A) finance, in accordance with the Approved Budget (as defined herein), (x) the ongoing working capital needs of the Debtors, and (y) to otherwise fund the operations and administration of the Debtors during these Chapter 11 Cases, (B) make required adequate protection payments, (C) fund the Carve-Out (as described herein) upon the delivery of a Carve-Out Trigger Notice, and (D) pay fees, costs and expenses in connection with the DIP Documents and these Chapter 11 Cases to the extent set forth in the Approved Budget, including, but not limited to, professional fees and expenses; 4

5 rdd Doc 134 Filed 06/20/17 Entered 06/20/17 14:37:13 Main Document Pg 5 of 66 (6) the scheduling of an interim hearing (the Interim Hearing ) on the Motion for this Court to consider entry of the Interim Order; (7) the scheduling of a final hearing (the Final Hearing ) on the Motion for a date that is before the 30th day after the Petition Date (as defined herein) to consider entry of a Final Order, inter alia, authorizing the borrowings under the DIP Facility on a final basis and approval of notice procedures with respect thereto; and (8) modification of the automatic stay imposed under section 362 of the Bankruptcy Code, to the extent necessary, to implement and effectuate the terms and provisions of the DIP Documents, the Interim Order and this Final Order. This Court having found that due and proper notice of the Motion, the Interim Hearing, and the Final Hearing was provided by the Debtors in accordance with Bankruptcy Rules 2002, 4001 and 9014 and Local Rule ; and this Court having held the Interim Hearing on May 26, 2017 after considering all the pleadings, motions and other papers filed with this Court; and this Court having held the Final Hearing on June 19, 2017 after considering all the pleadings, motions and other papers filed with this Court; and this Court having considered the evidence proffered or adduced on the record at the Interim Hearing and the Final Hearing to consider the relief requested in the Motion; and this Court having entered on May 26, 2017 the Interim Order; and there being no remaining objections to the final relief granted herein; and it appearing to the Court that granting such final relief is fair and reasonable and in the best interests of the Debtors, their creditors, and their estates, represents a sound exercise of the Debtors business judgment and is necessary for the continued operation of the Debtors businesses; and upon the record of these Chapter 11 Cases; and after due deliberation and consideration and for good and sufficient cause appearing therefor: 5

6 rdd Doc 134 Filed 06/20/17 Entered 06/20/17 14:37:13 Main Document Pg 6 of 66 THE COURT HEREBY FINDS AND CONCLUDES AS FOLLOWS: A. Petition Date. On May 25, 2017 (the Petition Date ), each Debtor filed a voluntary petition with this Court commencing a case under chapter 11 of the Bankruptcy Code. The Debtors are continuing to operate their businesses and manage their respective properties as debtors in possession pursuant to sections 1107 and 1108 of the Bankruptcy Code. No trustee or examiner has been appointed in any of the Chapter 11 Cases. B. Jurisdiction and Venue. This Court has jurisdiction over these proceedings pursuant to 28 U.S.C. 157(a)-(b) and 1334(b) and the Amended Standing Order of Reference from the United States District Court for the Southern District of New York, dated January 31, This is a core proceeding pursuant to 28 U.S.C. 157(b). Venue is proper before this Court pursuant to 28 U.S.C and The statutory and legal predicates for the relief sought herein are sections 105, 361, 362, 363, 364 and 507 of the Bankruptcy Code, Bankruptcy Rules 2002, 4001, 9013 and 9014 and Local Rules , , , , and C. Committee Formation. On June 8, 2017, the Office of the United States Trustee for the Southern District of New York (the U.S. Trustee ) appointed an official committee of unsecured creditors in these Chapter 11 Cases (collectively, the Committee ). On June 15, 2017, the U.S. Trustee filed the notice of appointment of the Committee, which was subsequently amended on June 16, D. Debtors Stipulations. Without prejudice to the rights of any other non- Debtor party-in-interest with standing (but subject to the limitations thereon described in paragraph 17 below), the Debtors hereby admit, acknowledge, agree and stipulate that: (i) Pursuant to (a) that certain Credit Agreement, dated as of April 30, 2015 (as amended, supplemented, amended and restated or otherwise modified from time to time in accordance with the terms thereof, the Prepetition 21C Credit Agreement ), by and among 21C Holdings, 21C Oncology, as Borrower thereunder, Morgan Stanley 6

7 rdd Doc 134 Filed 06/20/17 Entered 06/20/17 14:37:13 Main Document Pg 7 of 66 Senior Funding, Inc., as Administrative Agent thereunder (in such capacity, the Prepetition 21C Agent ), the several banks and other financial institutions or entities from time to time party thereto as Lenders thereunder (collectively, the Prepetition 21C Lenders, and together with the Prepetition 21C Agent, the Prepetition 21C Secured Parties ), and certain other parties thereto, and (b) the other Loan Documents (as defined in the Prepetition 21C Credit Agreement and, together with the Prepetition 21C Credit Agreement, the Prepetition 21C Documents ), the Prepetition 21C Lenders provided a fully perfected secured loan to and for the benefit of 21C Holdings, 21C Oncology, and the other 21C Debtors (as guarantors under the Prepetition 21C Documents). As of the Petition Date, the 21C Debtors were indebted to the Prepetition 21C Secured Parties, without defense, counterclaim or offset of any kind, in respect of loans made and letters of credit issued in the aggregate outstanding principal amount under the Prepetition 21C Documents of not less than $720,185,000, plus accrued and unpaid interest and fees with respect thereto (which, as of May 25, 2017, was not less than $7,476,756, which amount, for the avoidance of doubt, does not include the Prepetition 21C Secured Parties accrued and unpaid attorneys fees, costs, and expenses, or any Prepayment Premium (as defined in the Prepetition 21C Documents) or any other premium, fee, make-whole or penalty payments otherwise required by the terms of the Prepetition 21C Documents, including, without limitation, upon a prepayment or acceleration of the obligations thereunder) (such amounts, together with any amounts incurred or accrued but unpaid prior to the Petition Date in accordance with the Prepetition 21C Documents, including but not limited to, accrued and unpaid interest, any fees, expenses and disbursements, treasury, cash management, letter of credit fees and obligations, derivative obligations, indemnification obligations, and other charges, amounts and costs of whatever nature owing, whether or not contingent, whenever arising, accrued, accruing, due, owing or chargeable in respect of any of the 21C Debtors obligations pursuant to the Prepetition 21C Documents, collectively, the Prepetition 21C Obligations ); (ii) To secure the Prepetition 21C Obligations, the 21C Debtors granted to the Prepetition 21C Agent, for its benefit and the benefit of the Prepetition 21C Lenders, a security interest in and lien upon (the Prepetition 21C Liens ) all Collateral under and as defined in the Prepetition 21C Documents (the Prepetition 21C Collateral ); (iii) Pursuant to (a) that certain Amended and Restated Credit and Guaranty Agreement, dated as of March 6, 2017 (as amended, supplemented, amended and restated or otherwise modified from time to time in accordance with the terms thereof, the Prepetition MDL Credit Agreement ), by and among Debtor MDL, as Borrower thereunder, each subsidiary and affiliate of MDL party thereto as Guarantors thereunder, the financial institutions and other entities party thereto as Lenders thereunder (collectively, the Prepetition MDL Lenders ), and Wilmington Savings Fund Society, FSB, as Administrative Agent and as Collateral Agent thereunder (in such capacities, the Prepetition MDL Agent and, together with the Prepetition MDL Lenders, the Prepetition MDL Secured Parties ), and (b) the other Credit Documents (each as defined in the Prepetition MDL Credit Agreement and, together with the Prepetition MDL Credit Agreement, the Prepetition MDL Documents ), the Prepetition MDL Lenders provided a fully perfected secured loan to MDL for the benefit of MDL and the other Debtors. As of 7

8 rdd Doc 134 Filed 06/20/17 Entered 06/20/17 14:37:13 Main Document Pg 8 of 66 the Petition Date, the Debtors were indebted to the Prepetition MDL Secured Parties, without defense, counterclaim or offset of any kind, in respect of loans made in the aggregate outstanding principal amount under the Prepetition MDL Documents of not less than $35,000,000, plus accrued and unpaid interest and fees with respect thereto (which, as of May 25, 2017, was not less than $233,333, which amount, for the avoidance of doubt, does not include the Prepetition MDL Secured Parties accrued and unpaid attorneys fees, costs, and expenses, or any premium, fee, make-whole or penalty payments otherwise required by the terms of the Prepetition MDL Documents, including, without limitation, upon a prepayment or acceleration of the obligations thereunder (such amounts, together with any amounts incurred or accrued but unpaid prior to the Petition Date in accordance with the Prepetition MDL Documents, including but not limited to, accrued and unpaid interest, any fees, expenses and disbursements, treasury, cash management, derivative obligations, indemnification obligations, and other charges, amounts and costs of whatever nature owing, whether or not contingent, whenever arising, accrued, accruing, due, owing or chargeable in respect of any of the Debtors obligations pursuant to the Prepetition MDL Documents, collectively, the Prepetition MDL Obligations ); (iv) To secure the Prepetition MDL Obligations, (a) MDL and the other Debtors granted to the Prepetition MDL Agent, for its benefit and the benefit of the Prepetition MDL Lenders, a security interest in and lien upon (the Prepetition MDL Liens ) all Collateral under and as defined in the Prepetition MDL Documents, which includes collateral owned by the 21C Debtors (the Prepetition MDL Domestic Collateral ) and additional collateral owned by MDL and MDI (such additional collateral only, the Prepetition MDL Foreign Collateral, and together with the Prepetition MDL Domestic Collateral, the Prepetition MDL Collateral ); 4 (v) (a) the Prepetition 21C Obligations constitute legal, valid, enforceable, non-avoidable and binding obligations of each of the 21C Debtors; (b) the Prepetition MDL Obligations constitute legal, valid, enforceable, non-avoidable and binding obligations of the Debtors; (c) no offsets, defenses or counterclaims to the Prepetition MDL Obligations and/or the Prepetition 21C Obligations (collectively, the Prepetition Secured Obligations ) exist; (d) no portion of the Prepetition Secured Obligations is subject to avoidance, disallowance, reduction or (other than as contemplated by this Final Order and Bankruptcy Code section 510(a), and the Prepetition 21C Documents) subordination pursuant to the Bankruptcy Code or applicable non-bankruptcy law; (e) the Prepetition 21C Documents are valid and enforceable by the Prepetition 21C Secured Parties against each of the 21C Debtors party thereto; (f) the Prepetition MDL Documents are valid and enforceable by the Prepetition MDL Secured Parties against each of the Debtors party thereto; (g) the Prepetition 21C Liens were fully perfected as of the Petition Date and constitute legal, valid, binding, enforceable and perfected liens in and to the Prepetition 21C Collateral and are not subject to avoidance, reduction, disallowance, disgorgement, counterclaim, surcharge or (other than as contemplated by this Final Order 4 The assets and property comprising the Prepetition MDL Domestic Collateral overlap with the assets and property comprising the Prepetition 21C Collateral. The Prepetition MDL Domestic Collateral and the Prepetition 21C Collateral are referred to collectively herein as the Prepetition Domestic Collateral. 8

9 rdd Doc 134 Filed 06/20/17 Entered 06/20/17 14:37:13 Main Document Pg 9 of 66 and Bankruptcy Code section 510(a), and the Prepetition 21C Documents) subordination pursuant to the Bankruptcy Code or applicable non-bankruptcy law, and such liens had priority over any and all other liens on the Prepetition 21C Collateral, subject only to the Prepetition MDL Liens (subject to the reservations of rights set forth in paragraph 46 hereof solely with respect to the Prepetition MDL Domestic Collateral) and certain legal, valid, properly-perfected, non-avoidable and senior in priority liens otherwise expressly permitted by the Prepetition 21C Documents and certain valid perfected unavoidable security interests or liens in existence as of the Petition Date or that are perfected subsequent thereto as permitted by section 546(b) of the Bankruptcy Code that were senior to the Prepetition 21C Liens; (h) the Prepetition MDL Liens were fully perfected as of the Petition Date and constitute legal, valid, binding, enforceable and perfected liens in and to the Prepetition MDL Collateral and are not subject to avoidance, reduction, disallowance, disgorgement, counterclaim, surcharge or (other than as contemplated by this Final Order and Bankruptcy Code section 510(a)) subordination pursuant to the Bankruptcy Code or applicable non-bankruptcy law, and such liens had priority over any and all other liens (including, in the case of the Prepetition MDL Liens on the Prepetition MDL Domestic Collateral, the Prepetition 21C Liens (subject to the reservations of rights set forth in paragraph 46 hereof solely with respect to the Prepetition MDL Domestic Collateral)) on the Prepetition MDL Collateral, subject only to certain legal, valid, properly-perfected, non-avoidable and senior in priority liens otherwise expressly permitted by the Prepetition MDL Documents and certain valid perfected unavoidable security interests or liens in existence as of the Petition Date or that are perfected subsequent thereto as permitted by section 546(b) of the Bankruptcy Code that were senior to the Prepetition MDL Liens (together with the permitted liens described in paragraph D(v)(g) herein, the Permitted Liens ); (i) the Prepetition 21C Obligations constitute allowed secured claims against the 21C Debtors estates; (j) the Prepetition MDL Obligations constitute allowed secured claims against the Debtors estates; and (k) the Debtors and their estates have no claim, objection, challenge or cause of action against the Prepetition Secured Parties (as defined herein) or any of their respective successors, assigns, affiliates, parents, subsidiaries, partners, controlling persons, representatives, agents, attorneys, advisors, financial advisors, consultants, professionals, officers, directors, members, managers, shareholders, and employees, past, present and future, and their respective heirs, predecessors, successors and assigns, whether arising under applicable state or federal law (including, without limitation, any recharacterization, (other than as contemplated by this Final Order and Bankruptcy Code section 510(a)) subordination, avoidance or other claims arising under or pursuant to sections 105, 510 or 542 through 553 of the Bankruptcy Code), in connection with any of the Prepetition 21C Documents (or the transactions contemplated thereunder), the Prepetition MDL Documents (or the transactions contemplated thereunder), the Prepetition Secured Obligations, the Prepetition 21C Liens or the Prepetition MDL Liens, including, without limitation, any right to assert any disgorgement or recovery; (vi) Pursuant to that certain Indenture, dated as of April 30, 2015 (as amended, supplemented, amended and restated or otherwise modified from time to time in accordance with the terms thereof, the Prepetition 21C Indenture ), by and among 21C Oncology, as issuer, and Wilmington Trust, National Association (in such capacity, the Prepetition 21C Indenture Trustee ), and (b) the other Note Documents (as defined in the 9

10 rdd Doc 134 Filed 06/20/17 Entered 06/20/17 14:37:13 Main Document Pg 10 of 66 Prepetition 21C Indenture) (collectively with the Prepetition 21C Indenture, the Prepetition 21C Note Documents ), 21C Oncology issued, and Holdings and the other 21C Debtors guaranteed 21C Oncology s obligations under, the 11.00% Senior Notes due 2023 (the Prepetition 21C Notes ). As of the Petition Date, the 21C Debtors were indebted to the holders of the Prepetition 21C Notes (the Prepetition 21C Noteholders, and together with the Prepetition 21C Indenture Trustee, the Prepetition 21C Note Parties ), without defense, counterclaim or offset of any kind, in respect of Prepetition 21C Notes issued in the aggregate outstanding principal amount under the Prepetition 21C Indenture of not less than $368,177,181, plus accrued and unpaid interest and fees with respect thereto (which, as of May 25, 2017, was not less than $44,470,210, which amount, for the avoidance of doubt, does not include the Prepetition 21C Note Parties accrued and unpaid attorneys fees, costs, and expenses, or any Applicable Premium (as defined in the Prepetition 21C Indenture) or any other premium, make-whole or other payments otherwise required by the terms of the Prepetition 21C Indenture or in respect of the Prepetition 21C Notes, including, without limitation, upon a prepayment or acceleration of the obligations thereunder) (such amounts, together with any amounts incurred or accrued but unpaid prior to the Petition Date in accordance with the Prepetition 21C Note Documents, including but not limited to, accrued and unpaid interest, any fees, expenses and disbursements, treasury, cash management, derivative obligations, indemnification obligations, and other charges, amounts and costs of whatever nature owing, whether or not contingent, whenever arising, accrued, accruing, due, owing or chargeable in respect of any of the Debtors obligations pursuant to the Prepetition 21C Indenture, collectively, the Prepetition 21C Note Obligations, and together with the Prepetition Secured Obligations, the Prepetition Obligations ); (vii) (a) the Prepetition 21C Note Obligations constitute legal, valid, enforceable, non-avoidable and binding obligations of each of the 21C Debtors; (b) no offsets, defenses or counterclaims to the Prepetition 21C Note Obligations exist; (c) no portion of the Prepetition 21C Note Obligations is subject to avoidance, disallowance, reduction or (other than as contemplated by this Final Order and Bankruptcy Code section 510(a), and the Prepetition 21C Note Documents) subordination pursuant to the Bankruptcy Code or applicable non-bankruptcy law; (d) the Prepetition 21C Note Documents are valid and enforceable by the Prepetition 21C Indenture Trustee and the Prepetition 21C Noteholders against each of the 21C Debtors party thereto; (e) the Prepetition 21C Note Obligations constitute allowed claims against the 21C Debtors estates; and (f) the Debtors and their estates have no claim, objection, challenge or cause of action against the Prepetition 21C Indenture Trustee or the Prepetition 21C Noteholders or any of their respective successors, assigns, affiliates, parents, subsidiaries, partners, controlling persons, representatives, agents, attorneys, advisors, financial advisors, consultants, professionals, officers, directors, members, managers, shareholders, and employees, past, present and future, and their respective heirs, predecessors, successors and assigns, whether arising under applicable state or federal law (including, without limitation, any recharacterization, (other than as contemplated by this Final Order and Bankruptcy Code section 510(a), and the Prepetition 21C Note Documents)) subordination, avoidance or other claims arising under or pursuant to sections 105, 510 or 542 through 553 of the Bankruptcy Code), in connection with any of the Prepetition 21C Note Documents (or the 10

11 rdd Doc 134 Filed 06/20/17 Entered 06/20/17 14:37:13 Main Document Pg 11 of 66 transactions contemplated thereunder) or the Prepetition 21C Note Obligations, including without limitation, any right to assert any disgorgement or recovery; (viii) All of the 21C Debtors cash, including any cash in deposit accounts of the 21C Debtors, wherever located, constitutes Cash Collateral of the Prepetition MDL Agent and the Prepetition 21C Agent (together with the Prepetition MDL Agent, the Prepetition Agents ), the Prepetition MDL Lenders and the Prepetition 21C Lenders (collectively with the Prepetition MDL Lenders and the Prepetition Agents, the Prepetition Secured Parties ), as applicable; (ix) All of the cash of MDL and MDI, including any cash in deposit accounts of MDL and MDI, wherever located, constitutes Cash Collateral of the Prepetition MDL Agent and the Prepetition MDL Lenders; (x) As a result of, among other things, the commencement of the Chapter 11 Cases, the Debtors are in default of their debts and obligations under the Prepetition 21C Documents, the Prepetition MDL Documents, and the Prepetition Note Documents (collectively, the Prepetition Loan Documents ); and (xi) As set forth in paragraph 17 hereof, the Debtors and their estates hereby forever, unconditionally and irrevocably release, discharge and acquit the Prepetition Secured Parties, the DIP Parties, the Prepetition 21C Note Parties, and each of their respective successors, assigns, affiliates, parents, subsidiaries, partners, controlling persons, representatives, agents, attorneys, advisors, financial advisors, consultants, professionals, officers, directors, members, managers, shareholders, and employees, past, present and future, and their respective heirs, predecessors, successors and assigns (collectively, the Releasees ) of and from any and all claims, controversies, disputes, liabilities, obligations, demands, damages, expenses (including, without limitation, reasonable attorneys fees), debts, liens, actions and causes of action of any and every nature whatsoever, whether arising in law or otherwise, and whether or not known or matured, arising out of or relating to the Prepetition Obligations, the Prepetition Loan Documents, the DIP Facility or the DIP Documents, including, without limitation, (A) any so-called lender liability or equitable subordination claims or defenses, (B) any and all claims and causes of action arising under the Bankruptcy Code, and (C) any and all claims and causes of action with respect to the validity, priority, perfection or avoidability of the Prepetition 21C Liens, the Prepetition MDL Liens, the DIP Liens (as defined herein), the Prepetition Obligations, and the DIP Obligations. The Debtors and their estates further waive and release any defense, right of counterclaim, right of set-off or deduction to the payment of the Prepetition Obligations and the DIP Obligations that the Debtors now have or may claim to have against the Releasees, arising out of, connected with or relating to any and all acts, omissions or events occurring prior to the Bankruptcy Court entering this Final Order. E. Need for Postpetition Financing and Use of Cash Collateral. Based upon the pleadings and proceedings of record in the Chapter 11 Cases, the Debtors do not have 11

12 rdd Doc 134 Filed 06/20/17 Entered 06/20/17 14:37:13 Main Document Pg 12 of 66 sufficient available sources of working capital and financing to carry on the operation of their businesses without the DIP Facility and the use of Cash Collateral. The Debtors ability to maintain business relationships with their doctors, technicians, administrative personnel, joint venture partners, vendors and suppliers, to meet their ongoing obligations to the Centers for Medicare and Medicaid Services, to make capital expenditures and to satisfy other working capital and operational needs and otherwise finance their operations is essential to the Debtors continued viability. In addition, based on the record presented at the Interim Hearing and the Final Hearing: (i) entry of this Final Order is necessary to preserve and maximize the value of the Debtors estates and assets and to enhance the Debtors prospects for a successful reorganization; (ii) in the absence of the DIP Facility and the use of Cash Collateral, the continued operation of the Debtors businesses would not be possible and serious and irreparable harm to the Debtors and their estates would occur; and (iii) the preservation, maintenance and enhancement of the going concern value of the Debtors are of the utmost significance and importance to a successful reorganization of the Debtors. F. Priming of Prepetition 21C Liens and Prepetition MDL Liens (Solely to the Extent of the Prepetition MDL Domestic Collateral). The priming of the Prepetition 21C Liens on the Prepetition 21C Collateral and the priming of the Prepetition MDL Liens on the Prepetition MDL Domestic Collateral under section 364(d)(l) of the Bankruptcy Code, as contemplated by this Final Order and the DIP Facility and as further described below, will enable the 21C Debtors to obtain the DIP Facility and, among other benefits, continue to operate their businesses for the benefit of their estates and stakeholders. The Prepetition Agents, on behalf of and at the direction of the Prepetition 21C Lenders and the Prepetition MDL Lenders, respectively, consent to the priming of the Prepetition 21C Liens on the Prepetition 21C Collateral and the priming of the 12

13 rdd Doc 134 Filed 06/20/17 Entered 06/20/17 14:37:13 Main Document Pg 13 of 66 Prepetition MDL Liens on the Prepetition MDL Domestic Collateral and have no objection to the adequate protection thereof as provided in this Final Order. G. No Credit on More Favorable Terms. Given their current financial condition, financing arrangements and capital structure, the Debtors are unable to obtain sufficient interim and long-term financing from sources other than the DIP Lenders on terms more favorable than under the DIP Facility and the DIP Documents, and are not able to obtain unsecured credit allowable as an administrative expense under section 503(b)(1) of the Bankruptcy Code. The Debtors also have been unable to obtain sufficient credit (a) having priority over administrative expenses of the kind specified in sections 503(b) and 507(b) of the Bankruptcy Code, (b) secured by a lien on property of the Debtors and their estates that is not otherwise subject to a lien, or (c) secured solely by a junior lien on property of the Debtors and their estates that is subject to a lien. Postpetition financing is unavailable to the Debtors without providing the DIP Agent for the benefit of itself and the DIP Lenders: (i) the DIP Liens in the DIP Collateral, as provided herein and in the DIP Documents with the priorities set forth herein; (ii) the DIP Superpriority Claims (as defined herein); and (iii) the other protections set forth in this Final Order. After considering all alternatives, the Debtors have concluded, in the exercise of their sound business judgment, that the DIP Facility represents the best financing available to them at this time, and is in the best interests of all of their stakeholders. H. Findings Regarding the DIP Facility. Based upon the pleadings and proceedings of record in the Chapter 11 Cases, (i) the terms and conditions of the DIP Facility are fair and reasonable, are the best available to the Debtors under the circumstances, reflect the Debtors exercise of prudent business judgment consistent with their fiduciary duty and are supported by reasonably equivalent value and fair consideration, (ii) the DIP Facility has been 13

14 rdd Doc 134 Filed 06/20/17 Entered 06/20/17 14:37:13 Main Document Pg 14 of 66 negotiated in good faith and at arm s length among the Debtors and the DIP Parties and (iii) any credit extended, loans made and other financial accommodations extended to the Debtors by the DIP Parties, including, without limitation, pursuant to the Interim Order and this Final Order, have been extended, issued or made, as the case may be, in good faith within the meaning of section 364(e) of the Bankruptcy Code and in express reliance upon the protections offered by Bankruptcy Code section 364(e), and the DIP Facility, the DIP Liens and the DIP Superpriority Claims shall be entitled to the full protection of Bankruptcy Code section 364(e) in the event that this Final Order or any provision hereof is vacated, reversed or modified, on appeal or otherwise. I. Sections 506(c) and 552(b). As a material inducement to the DIP Parties to agree to provide the DIP Facility, and in exchange for (a) the DIP Agent s and the DIP Lenders agreement to subordinate their liens and superpriority claims to the Carve-Out (as defined herein), (b) the Prepetition 21C Secured Parties agreement to (i) subordinate their Prepetition 21C Liens and 21C Adequate Protection Liens (as defined herein) to the DIP Liens and the Carve-Out and (ii) the consensual use of Cash Collateral in accordance with and subject to the Approved Budget and the terms of this Final Order, and (c) the Prepetition MDL Secured Parties agreement to (i) subordinate their Prepetition MDL Liens on the Prepetition MDL Domestic Collateral and MDL Adequate Protection Liens (as defined herein) to the DIP Liens and the Carve-Out and (ii) the consensual use of Cash Collateral in accordance with and subject to the Approved Budget and the terms of this Final Order, each of the DIP Agent, the DIP Lenders and the Prepetition Secured Parties are entitled to receive (1) a waiver of any equities of the case exceptions or claims under section 552(b) of the Bankruptcy Code, and (2) a waiver of the provisions of section 506(c) of the Bankruptcy Code subject to the terms hereof. 14

15 rdd Doc 134 Filed 06/20/17 Entered 06/20/17 14:37:13 Main Document Pg 15 of 66 J. Use of Proceeds of the DIP Facility; Use of Cash Collateral; Consent of Prepetition Secured Parties. The Debtors have received the necessary consents from the Prepetition Secured Parties to the (i) financing arrangements contemplated by the Interim Order, this Final Order and the DIP Documents and (ii) Debtors proposed use of Cash Collateral, on the terms and conditions set forth in the Interim Order and this Final Order. Such consents are expressly limited to the postpetition financing being provided by the DIP Lenders and the use of Cash Collateral (in each case as contemplated by the Interim Order, this Final Order and the DIP Documents) and the provision of adequate protection herein, and shall not extend to any other postpetition financing or to any modified version of the DIP Facility or to any modified version of the use of Cash Collateral. As a condition to entry into the DIP Documents, the extension of credit under the DIP Facility and the authorization to use Cash Collateral as provided in this Final Order, the DIP Parties require, and the Debtors have agreed, that proceeds of the DIP Facility and Cash Collateral shall be used, in each case only in a manner consistent with the terms and conditions of the DIP Documents and this Final Order and in accordance with the Approved Budget, solely for the purposes set forth in the DIP Credit Agreement and this Final Order, including (a) working capital and other general corporate purposes of the Debtors during the Chapter 11 Cases (excluding the repayment of any Indebtedness (as defined in the DIP Credit Agreement)), (b) adequate protection payments, solely as provided for in this Final Order, (c) the permitted payment of costs of administration of the Chapter 11 Cases, (d) payment of interest, fees, costs and expenses related to the DIP Facility as set forth herein and in the DIP Documents (including the fees and expenses of the DIP Parties advisors), (e) payment of the fees, costs, and expenses of the Estate Professionals (as defined herein), (f) funding of the Carve-Out upon the delivery of a Carve- Out Trigger Notice, (g) payment of such prepetition fees, costs and expenses as consented to by 15

16 rdd Doc 134 Filed 06/20/17 Entered 06/20/17 14:37:13 Main Document Pg 16 of 66 the Required DIP Lenders (as defined in the DIP Credit Agreement) and approved by the Bankruptcy Court, including prepetition expenses approved by the Bankruptcy Court in connection with the Debtors first day motions, and (h) payment of such other amounts permitted by the Approved Budget (including Permitted Variances). K. Adequate Protection. The Prepetition 21C Parties and the Prepetition MDL Parties are entitled to receive adequate protection as set forth in the Interim Order and this Final Order pursuant to sections 361, 362, 363 and 364 of the Bankruptcy Code, solely as set forth in paragraph 12 below, for any Diminution in Value of their interests in the Prepetition Domestic Collateral and Prepetition MDL Collateral, respectively (in each case, including Cash Collateral) resulting from, arising from, or attributable to, among other things, (i) the Debtors use, sale or lease of such collateral, including, without limitation, Cash Collateral (ii) the granting of liens under section 364 of the Bankruptcy Code, (iii) market value decline of such collateral, (iv) the imposition of the automatic stay pursuant to section 362 of the Bankruptcy Code and (v) the subordination of the Prepetition 21C Liens, the Prepetition MDL Liens on the Prepetition MDL Domestic Collateral, and the Prepetition Secured Obligations to the DIP Obligations, the DIP Liens and the Carve-Out (collectively, and solely to the extent of any such diminution in value, the Diminution in Value ). L. Notice. The Debtors have represented that telephonic notice, facsimile notice or overnight mail notice of the Final Hearing and the proposed entry of this Final Order has been provided to: (i) the fifty (50) largest unsecured creditors on a consolidated basis; (ii) the U.S. Trustee; (iii) Cahill Gordon & Reindel LLP ( Cahill ), as counsel to the DIP Agent and the Prepetition 21C Agent; (iv) Pryor Cashman, LLP ( Pryor ), as counsel to the Prepetition MDL Agent; (v) Milbank, Tweed, Hadley & McCloy, LLP ( Milbank ), as counsel to certain Prepetition 16

17 rdd Doc 134 Filed 06/20/17 Entered 06/20/17 14:37:13 Main Document Pg 17 of 66 Secured Lenders (the Ad Hoc Group ) and certain DIP Lenders; (vi) Stroock & Stroock & Lavan LLP ( Stroock ), as counsel to certain Prepetition Secured Lenders (the Ad Hoc Crossover Group ) and certain DIP Lenders; (vii) all known parties, to the best of the Debtors knowledge, information, or belief, asserting a lien against the DIP Collateral; (viii) Morrison & Foerster LLP, as counsel to the Committee; (ix) the Internal Revenue Service and applicable state taxing authorities; (x) the United States Securities and Exchange Commission (the SEC ); and (xi) any other party that has filed a request for notice pursuant to Bankruptcy Rule 2002 or is required to receive notice under the Bankruptcy Rules and the Local Rules. Requisite notice of the Motion and the relief requested thereby and this Final Order has been provided in accordance with Bankruptcy Rule 4001, and no other notice need be provided for entry of this Final Order. M. Necessity of Entry. Absent entry of this Final Order, the Debtors businesses, properties and estates will be irreparably harmed. This Court concludes that entry of this Final Order is in the best interests of the Debtors respective estates and creditors as it is a sound exercise of the Debtors business judgment as it will, among other things, allow for the continued operation of the Debtors businesses, which will preserve and maintain the value of the Debtors estates and assets and enhance the Debtors prospects for their successful reorganization. Based on the foregoing, and upon the record made before this Court at the Interim Hearing and the Final Hearing, and good and sufficient cause appearing therefor, IT IS HEREBY ORDERED, ADJUDGED AND DECREED THAT: 1. Approval of Final Order. The Motion is approved on the terms and conditions set forth in this Final Order. Any objections to the interim relief requested in the Motion that have not previously been withdrawn, waived or settled, and all reservations of rights included therein, are hereby denied and overruled. This Final Order shall become effective 17

18 rdd Doc 134 Filed 06/20/17 Entered 06/20/17 14:37:13 Main Document Pg 18 of 66 immediately upon its entry. All actions taken in connection with or in reliance on the Interim Order are hereby approved and reaffirmed in full as if taken in connection with or in reliance on this Final Order. 2. Approval of DIP Documents; Authority Thereunder. The DIP Facility is hereby approved. The 21C Debtors are hereby authorized, on a final basis, to be party to and perform under, the DIP Documents, including the DIP Credit Agreement, and such additional documents, instruments, certificates and agreements as may be required or reasonably requested by the DIP Parties to implement the terms or effectuate the purposes of this Final Order and the DIP Documents. 3. Validity of DIP Documents. Each of the DIP Documents shall constitute, and is hereby deemed to be, the legal, valid and binding obligation of the 21C Debtors party thereto, enforceable against each such 21C Debtor in accordance with its terms. No obligation, payment, transfer or grant of security under the DIP Documents or this Final Order with respect to the DIP Facility shall be stayed, restrained, voided, voidable or recoverable under the Bankruptcy Code or under any applicable non-bankruptcy law, or subject to any defense, reduction, setoff, recoupment or counterclaim. Any DIP Documents entered into by any Debtor prior to the entry of this Final Order in accordance with the terms and conditions of the Final Order are hereby approved and ratified in full as if taken in connection with or in reliance upon this Final Order. 4. Authorization to Borrow; Use of Cash Collateral. Until the Maturity Date, the DIP Borrower is hereby authorized, on a final basis, to borrow from the DIP Lenders under the DIP Facility in an aggregate principal amount not to exceed $75,000,000 (inclusive of the borrowings under the Interim Order), subject to the terms and conditions set forth in the DIP Documents, the Interim Order and this Final Order and in accordance with the Approved Budget, 18

19 rdd Doc 134 Filed 06/20/17 Entered 06/20/17 14:37:13 Main Document Pg 19 of 66 and the other 21C Debtors are authorized to guarantee such borrowing. The DIP Agent and the DIP Lenders shall have no obligation to make any loan or advance under the DIP Documents unless all of the conditions precedent to the making of such extension of credit under the DIP Documents and this Final Order have been satisfied in full or waived by the DIP Agent acting at the direction of the Required DIP Lenders (as defined in the DIP Credit Agreement) in their sole and absolute discretion. Subject to the terms and conditions of this Final Order and the DIP Documents and in accordance with the Approved Budget, the Debtors are authorized to use Cash Collateral until the earlier of (a) the Maturity Date, and (b) the date upon which the Debtors right to use Cash Collateral is terminated hereunder as a result of any Event of Default (as defined in the DIP Credit Agreement) under the DIP Facility. Once repaid or prepaid, the DIP Loans (as defined below) incurred under the DIP Financing may not be re-borrowed. 5. Use of Proceeds and Cash Collateral; No Segregation. Notwithstanding anything to the contrary in any of the first day orders, the Debtors shall use proceeds of the loans advanced under the DIP Facility (the DIP Loans ) and Cash Collateral only for the purposes permitted by this Final Order and the DIP Documents and in compliance with the Approved Budget (subject to any Permitted Variances (as defined herein)); provided, that except as set forth in paragraph 15 hereof, no proceeds of the DIP Facility shall be used to investigate, challenge, object to, contest or raise any defense to, the validity, security, perfection, priority, extent or enforceability of any amount due under or the liens or claims granted under or in connection with the Prepetition Loan Documents; provided, further, however, that this prohibition shall not prevent the Prepetition 21C Secured Parties from receiving payment of their fees and expenses from their Cash Collateral (or any other Prepetition 21C Collateral) to pursue any cause of action preserved in paragraph 46 hereof. The Debtors are authorized to use the DIP Loans and Cash Collateral, in 19