Pg 1 of 10 Objection Deadline: October 25, 2017 at 4:00 p.m. (prevailing Eastern Time UNITED STATES BANKRUPTCY COURT SOUTHERN DISTRICT OF NEW YORK In re: Chapter 11 21st CENTURY ONCOLOGY HOLDINGS, INC., et al., 1 Case No. 17-22770 (RDD Debtors. (Jointly Administered NOTICE OF REJECTION OF EXECUTORY CONTRACTS AND/OR UNEXPIRED LEASES PLEASE TAKE NOTICE that on July 25, 2017, the United States Bankruptcy Court for the Southern District of New York (the Court entered an order on the motion of the above-captioned debtors and debtors in possession (the Debtors approving procedures for the rejection, assumption, or assumption and assignment of executory contracts ( Contracts and unexpired leases ( Leases and granting related relief [Docket No. 261] (the Procedures Order. 2 PLEASE TAKE FURTHER NOTICE that, the Debtors with the assistance of their advisors, have undertaken a review of their Contracts and Leases and have determined in their business judgment to reject the Contract(s and/or Lease(s set forth in Attachment 1. PLEASE TAKE FURTHER NOTICE that, the Debtors hereby provide written notice (the Notice of their intent to reject the Contract(s and/or Lease(s set forth in Attachment 1 attached hereto. Pursuant to the terms of the Procedures Order, the Contract(s and/or Lease(s shall be deemed rejected effective as of the date(s set forth in Attachment 1, or such other 1 Each of the Debtors in the above-captioned jointly administered chapter 11 cases and their respective tax identification numbers are set forth in the Order Directing Joint Administration of Chapter 11 Cases [Docket No. 30]. The location of 21st Century Oncology Holdings, Inc. s corporate headquarters and the Debtors service address is: 2270 Colonial Boulevard, Fort Myers, Florida 33907. 2 Capitalized terms used but not defined herein shall have the meaning ascribed to them in the Procedures Order.
Pg 2 of 10 date(s as the Debtors and the counterparty or counterparties to such Contract(s and/or Lease(s agree in accordance with the Procedures Order (the Rejection Date. PLEASE TAKE FURTHER NOTICE that, if you object to the Debtors rejection of the above-referenced Contract(s and/or Lease(s, you must file and serve a written objection so that such objection is filed with the Court and actually received no later than 14 days after the date that the Debtors served this Notice by the following parties: (i the Debtors, 2270 Colonial Boulevard, Fort Myers, Florida 33907, Attn: Kimberly J. Commins-Tzoumakas, and Kirkland and Ellis LLP, 300 North LaSalle, Chicago, IL 60654, Attn: John T. Weber; (ii the U.S. Trustee, U.S. Federal Office Building, 201 Varick Street, Suite 1006, New York, New York 10014, Attn: Paul Schwartzberg and Susan Golden; (iii counsel to the Committee, Morrison & Foerster LLP, 250 West 55th Street, New York, NY 10019, Attn: Lorenzo Marinuzzi and Daniel Harris; (iv counsel to the ad hoc committee of lenders under the Debtors prepetition secured credit facility (the Ad Hoc First Lien Group, Milbank, Tweed, Hadley & McCloy LLP, 28 Liberty Street, New York, New York 10005, Attn: Evan Fleck and Matthew Brod; (v counsel to each of the administrative agents under the Debtors prepetition secured credit facilities, Pryor Cashman LLP, 7 Times Square, New York, NY 10036, Attn: Seth H. Lieberman, Patrick Sibley, and Matthew W. Silverman, and Cahill Gordon & Reindel LLP, 80 Pine Street, New York, NY 10005, Attn: Joel H. Levitin and Richard A. Steiglitz; (vi counsel to the indenture trustee for the Debtors 11% senior notes due 2023, Arent Fox LLP, 1675 Broadway, New York, NY, 10019, Attn: Andrew I. Silfen and Beth M. Brownstein; (vii counsel to the ad hoc group of crossover lenders under the Debtors prepetition secured credit facilities and holders of the Debtors 11% senior notes due 2023 (the Ad Hoc Crossover Group, Stroock & Stroock & Lavan LLP, 180 Maiden Lane, New York, New York 10038, Attn: Jayme T. Goldstein and 2
Pg 3 of 10 Samantha Martin; and (viii counsel to the agent and the lenders under the Debtors postpetition financing facility, Cahill Gordon & Reindel LLP, 80 Pine Street, New York, NY 10005, Attn: Joel H. Levitin and Richard A. Steiglitz (clauses (ii through (viii collectively, the Rejection Notice Parties. PLEASE TAKE FURTHER NOTICE that, pursuant to the terms of the Procedures Order, if no objection is filed and served in accordance with the above procedures, the Debtors will include and file with the Court the above-described Contract(s or Lease(s in a rejection schedule attached to the proposed form of order under a certificate of no objection, substantially in the form attached hereto as Exhibit 1 (the Rejection Order. PLEASE TAKE FURTHER NOTICE that, if an objection is properly filed and served on the Debtors and the Rejection Notice Parties, as specified above, unless such parties agree otherwise in writing, a hearing will be scheduled to consider that objection. The Contract(s or Lease(s will only be deemed rejected upon entry by the Court of a consensual form of Rejection Order filed under certificate of counsel resolving the objection as between the objecting party and the Debtors, or upon further order of the Court. PLEASE TAKE FURTHER NOTICE that, pursuant to the terms of the Procedures Order, if the Debtors have deposited monies with a counterparty pursuant to a security deposit or otherwise, the counterparty holding such monies may not set-off or recoup or otherwise use such monies without (i prior approval of the Court or (ii agreement of the Debtors after consultation with the Committee, the Ad Hoc First Lien Group, and the Ad Hoc Crossover Group. PLEASE TAKE FURTHER NOTICE that, pursuant to the terms of the Procedures Order, if you have a claim for any damages as a result of the Debtors rejection of the 3
Pg 4 of 10 above-referenced Contract(s or Lease(s, you must submit a proof of claim relating to the rejection of such Contract(s and Lease(s in accordance with the bar date order [Docket No. 253]. 4
Pg 5 of 10 New York, New York Dated: October 11, 2017 /s/ Christopher Marcus, P.C. Christopher Marcus, P.C. John T. Weber KIRKLAND & ELLIS LLP KIRKLAND & ELLIS INTERNATIONAL LLP 601 Lexington Avenue New York, New York 10022 Telephone: (212 446-4800 Facsimile: (212 446-4900 - and - James H.M. Sprayregen, P.C. William A. Guerrieri (admitted pro hac vice Alexandra Schwarzman (admitted pro hac vice KIRKLAND & ELLIS LLP KIRKLAND & ELLIS INTERNATIONAL LLP 300 North LaSalle Street Chicago, Illinois 60654 Telephone: (312 862-2000 Facsimile: (312 862-2200 Counsel to the Debtors and Debtors in Possession
Pg 6 of 10 Attachment 1 Rejected Contracts and Leases Counterparty or other Affected Entity Debtor Description of Contract or Lease 1 Rejection Date Moodys Investors Service Inc. 21st Century Oncology Management Services, Inc. Ratings Services for Loan Facility 10/11/17 Configero LLC Financial Services of Southwest Florida, LLC Software Development 10/11/17 Medcom Solutions, Incorporated Financial Services of Southwest Florida, LLC Fee Schedule Consulting Services 10/11/17 The Coding Network Financial Services of Southwest Florida, LLC Outsourced Coding 10/11/17 Naples Pathology Associates, P.A. 21st Century Oncology, LLC Outsourced Pathology Services 10/11/17 Ikonisys, Inc. 21st Century Oncology, LLC Pathology Laboratory Services 10/11/17 Dan Thompson 21st Century Oncology, LLC Urology Practice Management Consulting 10/11/17 David Schiering 21st Century Oncology, Inc. Operational Business Consulting 10/11/17 Mohr Partners 21st Century Oncology Management Services, Inc. Lease Renewal Consulting Services 10/11/17 The Bryant Company 21st Century Oncology of South Carolina, LLC Lobbying Services in South Carolina 10/11/17 West Publishing Corporation, a Thomson Reuters Business 21st Century Oncology, Inc. Online Legal Researching Services 10/11/17 Dornaus, Madlyn 21st Century Oncology, Inc. Compliance Consulting Services 10/11/17 Radiation Therapy Alliance 21st Century Oncology Management Services, Inc. Lobbying Services 10/11/17 1 The inclusion of a Contract or Lease on this list does not constitute an admission to the executory or non-executory nature of the Contract or Lease, or as to the existence or validity of any claims held by the counterparty or counterparties to such Contract or Lease.
Pg 7 of 10 Counterparty or other Affected Entity Debtor Description of Contract or Lease 1 Biotechnology Integration & Management Rejection Date 21st Century Oncology Management Services, Inc. Veterans Affairs Consulting 10/11/17 Kroll Cyber Security, LLC 21st Century Oncology, Inc. Enterprise-Wide End-Point Information Security Threat Monitoring Services 10/11/17 Karen Mattocks 21st Century Oncology, Inc. Operational Consulting 10/11/17 Anne Rosenberg, M.D., FACS 21st Century Oncology of New Jersey, Inc. Consulting Physician Services 10/11/17 Randstad North America LP 21st Century Oncology Management Services, Inc. Provided Interim Controller 10/11/17 Payflex Systems US Inc. U.S. Cancer Care, Inc. Cobra Payment System 10/11/17 Stericycle Arizona Radiation Therapy Management Services, Inc. Medical Waste Services 10/11/17 CPR Courier 21st Century Oncology, LLC Pathology Laboratory Equipment 10/31/17
Pg 8 of 10 Exhibit 1 Proposed Rejection Order
Pg 9 of 10 UNITED STATES BANKRUPTCY COURT SOUTHERN DISTRICT OF NEW YORK In re: Chapter 11 21st CENTURY ONCOLOGY HOLDINGS, INC., et al., 1 Case No. 17-22770 (RDD Debtors. (Jointly Administered THIRD ORDER (A APPROVING THE REJECTION OF CERTAIN EXECUTORY CONTRACTS AND UNEXPIRED LEASES, AND (B SETTING REJECTION CLAIMS BAR DATE Pursuant to the order approving procedures for the rejection, assumption, or assumption and assignment of the Debtors executory contracts and unexpired leases, and granting related relief (the Procedures Order 2 [Docket No. 261]; and this Court having jurisdiction over this matter pursuant to 28 U.S.C. 157 and 1334 and the Amended Standing Order of Reference from the United States District Court for the Southern District of New York, dated December 1, 2016; and this Court having found that this is a core proceeding pursuant to 28 U.S.C. 157(b(2; and this Court having found that venue of this proceeding and the Motion in this district is proper pursuant to 28 U.S.C. 1408 and 1409; and the Debtors having properly filed and served a Rejection Notice to each applicable party as set forth in the Rejection Schedule, attached hereto as Exhibit A, in accordance with the terms of the Procedures Order; and no timely objections have been filed to the rejection of such Contracts and/or Leases; and due and proper notice of the Procedures Order and Rejection Notice having been provided to each 1 Each of the Debtors in the above-captioned jointly administered chapter 11 cases and their respective tax identification numbers are set forth in the Order Directing Joint Administration of Chapter 11 Cases [Docket No. 30]. The location of 21st Century Oncology Holdings, Inc. s corporate headquarters and the Debtors service address is: 2270 Colonial Boulevard, Fort Myers, Florida 33907. 2 Capitalized terms used but not defined herein shall have the meaning ascribed to them in the Procedures Order.
Pg 10 of 10 applicable counterparty as set forth in the Rejection Schedule, and it appearing that no other notice need be provided; and after due deliberation and sufficient cause appearing therefor, it is HEREBY ORDERED THAT: 1. The rejection of the Contracts and/or Leases as set forth in the Rejection Schedule is hereby approved. 2. Any claim against the Debtors arising from the rejection of the Contracts and/or Leases as set forth in the Rejection Schedule must be filed on or before, 2017 or such claim shall be deemed to be an untimely claim barred from a distribution in these chapter 11 cases. 3. The Debtors are authorized to take any action necessary to implement the terms of this Order and the rejection without further order from this Court. 4. The rejection of the Contracts and/or Leases as set forth in the Rejection Schedule shall be effective as of the Rejection Date. 5. This Court shall retain exclusive jurisdiction to resolve any dispute arising from or related to this Order. White Plains, New York Dated:, 2017 HONORABLE ROBERT D. DRAIN UNITED STATES BANKRUPTCY JUDGE 2