rdd Doc 918 Filed 01/15/18 Entered 01/15/18 20:05:02 Main Document Pg 1 of 11

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1 Pg 1 of 11 Christopher Marcus, P.C. James H.M. Sprayregen, P.C. John T. Weber William A. Guerrieri (admitted pro hac vice KIRKLAND & ELLIS LLP Alexandra Schwarzman (admitted pro hac vice KIRKLAND & ELLIS INTERNATIONAL LLP KIRKLAND & ELLIS LLP 601 Lexington Avenue KIRKLAND & ELLIS INTERNATIONAL LLP New York, New York North LaSalle Street Telephone: ( Chicago, Illinois Facsimile: ( Telephone: ( Facsimile: ( Counsel to the Debtors and Debtors in Possession 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 NOTICE OF FILING OF FIFTH SUPPLEMENT TO PLAN SUPPLEMENT PLEASE TAKE NOTICE THAT on October 17, 2017, the United States Bankruptcy Court for the Southern District of New York (the Court entered an order (the Disclosure Statement Order : (a authorizing 21st Century Oncology Holdings, Inc. and its affiliated debtors and debtors in possession (collectively, the Debtors, to solicit acceptances for the Joint Chapter 11 Plan of Reorganization of 21st Century Oncology Holdings, Inc. and its Debtor Affiliates (as may be modified, amended, or supplemented from time to time, the Plan ; 2 and (b approving, among other things, (i the Disclosure Statement for the Joint Chapter 11 Plan of Reorganization of 21st Century Oncology Holdings, Inc. and its Debtor Affiliates (as may be modified, amended, or supplemented from time to time, the Disclosure Statement as containing adequate information pursuant to section 1125 of the Bankruptcy Code; (ii the solicitation materials and documents to be included in the solicitation packages; (iii the rights offering procedures and related materials; and (iv the procedures for soliciting, receiving, and tabulating votes on the Plan and for filing objections to the Plan. 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 Capitalized terms not otherwise defined herein shall have the same meanings as set forth in the Plan.

2 Pg 2 of 11 PLEASE TAKE FURTHER NOTICE THAT as contemplated by the Plan and the Disclosure Statement Order, the Debtors filed the Notice of Filing of Plan Supplement [Docket No. 678] (the Original Plan Supplement with the Court on November 13, The Original Plan Supplement contained the following documents, as may be modified, amended, or supplemented from time to time: Exhibit A: Exhibit B: Exhibit C: Exhibit E: Exhibit F: Exhibit H: Exhibit I: Exhibit J: Exhibit K: Exhibit L: Form of the New First Lien Term Loan Credit Agreement Form of the New MDL Term Loan Credit Agreement Form of the New Second Lien Notes Indenture Form of New Warrant Documents Form of the New Organizational Documents List of Retained Causes of Action Schedule of Assumed Executory Contracts and Unexpired Leases Schedule of Rejected Executory Contracts and Unexpired Leases Schedule of Excluded Directors and Officers Schedule of Specified Directors and Officers PLEASE TAKE FURTHER NOTICE THAT on November 17, 2017, the Debtors filed the Notice of Filing of First Supplement to the Plan Supplement [Docket No. 698] (the First Supplement, which contained the following documents, as may be modified, amended, or supplemented from time to time: Exhibit D: Form of the New Intercreditor Agreement PLEASE TAKE FURTHER NOTICE THAT on December 20, 2017, the Debtors filed the Notice of Filing of Second Supplement to the Plan Supplement [Docket No. 864] (the Second Supplement, which contained the following documents, as may be modified, amended, or supplemented from time to time: Exhibit I: Exhibit J: First Amended Schedule of Assumed Executory Contracts and Unexpired Leases First Amended Schedule of Rejected Executory Contracts and Unexpired Leases

3 Pg 3 of 11 PLEASE TAKE FURTHER NOTICE THAT on January 5, 2018, the Debtors filed the Notice of Filing of Third Supplement to the Plan Supplement [Docket No. 888] (the Third Supplement, which contained the following documents, as may be modified, amended, or supplemented from time to time: Exhibit E: Exhibit F: Exhibit G: Exhibit I: Exhibit M: Exhibit N: Modified Form of New Warrant Documents Modified Form of the New Organizational Documents Identities of the Members of the New Board and the Officers of the Reorganized Debtors Second Amended Schedule of Assumed Executory Contracts and Unexpired Leases Restructuring Transactions Exhibit Form of the New Domestic Revolving Credit Agreement PLEASE TAKE FURTHER NOTICE THAT on January 9, 2018, the Debtors filed the Notice of Filing of Fourth Supplement to the Plan Supplement [Docket No. 908] (the Fourth Supplement, which contained the following documents, as may be modified, amended, or supplemented from time to time: Exhibit A: Exhibit B: Exhibit C: Modified Form of the New First Lien Term Loan Credit Agreement Modified Form of the New MDL Term Loan Credit Agreement Modified Form of the New Second Lien Notes Indenture PLEASE TAKE FURTHER NOTICE THAT on January 11, 2018, the Court entered the Findings of Fact, Conclusions of Law, and Order Confirming the Joint Chapter 11 Plan of Reorganization of 21st Century Oncology Holdings, Inc. and Its Debtor Affiliates Pursuant to Chapter 11 of the Bankruptcy Code [Docket No. 915] (the Confirmation Order. PLEASE TAKE FURTHER NOTICE THAT in accordance with paragraph 149 of the Confirmation Order, the Debtors hereby file the Notice of Filing of Fifth Supplement to the Plan Supplement (the Fifth Supplement, which contains the following documents, as may be modified, amended, or supplemented from time to time: Exhibit M: First Amended Restructuring Transactions Exhibit PLEASE TAKE FURTHER NOTICE THAT the Debtors reserve the right, subject to the terms and conditions set forth in the Plan and the Restructuring Support Agreement, to alter, amend, modify, or supplement any document in the Original Plan Supplement, the First Supplement, the Second Supplement, the Third Supplement, the Fourth Supplement, or the Fifth Supplement; provided that if any document in the Original Plan Supplement, the First Supplement, the Second Supplement, the Third Supplement, the Fourth Supplement, or the Fifth

4 Pg 4 of 11 Supplement is altered, amended, modified or supplemented in any material respect prior to the hearing to consider confirmation of the Plan, the Debtors will file a blackline of such document with the Court. PLEASE TAKE FURTHER NOTICE THAT attached to the Fifth Supplement is also a redline reflecting modifications between the document filed as Exhibit M to the Third Supplement and the document filed as Exhibit M to the Fifth Supplement. PLEASE TAKE FURTHER NOTICE THAT if you would like to obtain a copy of the Disclosure Statement, the Plan, the Plan Supplement, the First Supplement, the Second Supplement, the Third Supplement, the Fourth Supplement, the Fifth Supplement, the Confirmation Order or related documents, you should contact Kurtzman Carson Consultants LLC, the solicitation agent retained by the Debtors in the Chapter 11 Cases (the Solicitation Agent, by: (a calling the Debtors restructuring hotline at ( (US toll-free and ( (international toll; (b visiting the Debtors restructuring website at: (c writing to 21st Century Oncology Holdings, Inc., Ballot Processing Center, c/o Kurtzman Carson Consultants LLC, 2335 Alaska Avenue, El Segundo, California 90245; and/or (d ing 21coInfo@kccllc.com. You may also obtain copies of any pleadings filed in the Chapter 11 Cases for a fee via PACER (the Court s Public Access to Court Electronic Records at: A login identification and password to PACER are required to access this information and can be obtained through the PACER Service Center at

5 Pg 5 of 11 ARTICLE VIII OF THE PLAN CONTAINS RELEASE, EXCULPATION, AND INJUNCTION PROVISIONS, AND ARTICLE VIII.8.3 CONTAINS A THIRD- PARTY RELEASE. THUS, YOU ARE ADVISED TO REVIEW AND CONSIDER THE PLAN CAREFULLY BECAUSE YOUR RIGHTS MIGHT BE AFFECTED THEREUNDER. THIS NOTICE IS BEING SENT TO YOU FOR INFORMATIONAL PURPOSES ONLY. IF YOU HAVE QUESTIONS WITH RESPECT TO YOUR RIGHTS UNDER THE PLAN OR ANYTHING STATED HEREIN OR IF YOU WOULD LIKE TO OBTAIN ADDITIONAL INFORMATION, CONTACT THE SOLICITATION AGENT. New York, New York Dated: January 15, 2018 /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 Telephone: ( Facsimile: ( 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 Telephone: ( Facsimile: ( Counsel to the Debtors and Debtors in Possession

6 Pg 6 of 11 Christopher Marcus, P.C. James H.M. Sprayregen, P.C. John T. Weber William A. Guerrieri (admitted pro hac vice KIRKLAND & ELLIS LLP Alexandra Schwarzman (admitted pro hac vice KIRKLAND & ELLIS INTERNATIONAL LLP KIRKLAND & ELLIS LLP 601 Lexington Avenue KIRKLAND & ELLIS INTERNATIONAL LLP New York, New York North LaSalle Street Telephone: ( Chicago, Illinois Facsimile: ( Telephone: ( Facsimile: ( Counsel to the Debtors and Debtors in Possession 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 FIFTH SUPPLEMENT TO PLAN SUPPLEMENT FOR THE JOINT CHAPTER 11 PLAN OF REORGANIZATION OF 21ST CENTURY ONCOLOGY HOLDINGS, INC. AND ITS DEBTOR AFFILIATES 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 Capitalized terms not otherwise defined herein shall have the same meanings as set forth in the Plan.

7 Pg 7 of 11 TABLE OF CONTENTS Exhibit Description M: First Amended Restructuring Transactions Exhibit

8 Pg 8 of 11 Exhibit M First Amended Restructuring Transactions Exhibit

9 Pg 9 of 11 First Amended Restructuring Transactions Exhibit In accordance with the Joint Chapter 11 Plan of Reorganization for 21st Century Oncology Holdings, Inc. and Its Debtor Affiliates [Docket No. 554, Ex. A] (the Plan, 1 the Debtors will engage in the below described Restructuring Transactions to implement as of the Effective Date the tax efficient treatment of certain Intercompany Claims, as is authorized under Article III, Section 3.2(g(2 of the Plan. Notwithstanding anything to the contrary in the Plan, the Disclosure Statement, or any other document (including any Plan Supplement document, any document related to indebtedness, and any document indicating the timing, payor, or recipient of any wire transfer, this Restructuring Transactions Exhibit shall serve as the definitive document regarding the implementation of the Restructuring Transactions described herein, including for U.S. federal income tax and state tax purposes. 2 On the Effective Date: 1. 21C, LLC shall distribute a portion of its intercompany receivable balance due from Debtor 21st Century Oncology Management Inc. ( M21 to its Class A partner, 21C. Such portion (the Distributed Receivable shall equal the lesser of: (a $364,403,773.66, or (b 21C s outside tax basis in the units it holds of 21C immediately prior to the distribution C shall transfer and assign the Distributed Receivable to M21 as a capital contribution, after which the Distributed Receivable shall be deemed satisfied and cancelled. 3. Each other Intercompany Claim shall be Reinstated. 1 Capitalized terms used but not defined herein shall have the meanings given them in the Plan. 2 While this Restructuring Transactions Exhibit reflects the Debtors current intentions with respect to their proposed treatment of the Intercompany Claims described herein on the Effective Date, the Restructuring Transactions set forth herein may, subject to the consent of the Requisite First Lien Lenders and Requisite Backstop Parties, which consent shall not be unreasonably withheld, be amended, modified, or supplemented, with or without notice, prior to the Effective Date of the Plan pursuant to Section 4.2 of the Plan.

10 Pg 10 of 11 Redline

11 Pg 11 of 11 First Amended Restructuring Transactions Exhibit In accordance with the Joint Chapter 11 Plan of Reorganization for 21st Century Oncology Holdings, Inc. and Its Debtor Affiliates [Docket No. 554, Ex. A] (the Plan, 1 the Debtors will engage in the below described Restructuring Transactions to implement as of the Effective Date the tax efficient treatment of certain Intercompany Claims, as is authorized under Article III, Section 3.2(g(2 of the Plan. Notwithstanding anything to the contrary in the Plan, the Disclosure Statement, or any other document (including any Plan Supplement document, any document related to indebtedness, and any document indicating the timing, payor, or recipient of any wire transfer, this Restructuring Transactions Exhibit shall serve as the definitive document regarding the implementation of the Restructuring Transactions described herein, including for U.S. federal income tax and state tax purposes. 2 On the Effective Date: 1. 21C, LLC shall distribute a portion of its intercompany receivable balance due from Debtor 21st Century Oncology Management Inc. ( M21 to its Class A partner, 21C. Such portion (the Distributed Receivable shall equal the lesser of: (a $364,403,773.66, or (b 21C s outside tax basis in the units it holds of 21C immediately prior to the distribution C shall transfer and assign the Distributed Receivable to M21 as a capital contribution, after which the Distributed Receivable shall be deemed satisfied and cancelled. 3. Each other Intercompany Claim shall be Reinstated. 1 Capitalized terms used but not defined herein shall have the meanings given them in the Plan. 2 While this Restructuring Transactions Exhibit reflects the Debtors current intentions with respect to their proposed treatment of the Intercompany Claims described herein on the Effective Date, the Restructuring Transactions set forth herein may, subject to the consent of the Requisite First Lien Lenders and Requisite Backstop Parties, which consent shall not be unreasonably withheld, be amended, modified, or supplemented, with or without notice, prior to the Effective Date of the Plan pursuant to Section 4.2 of the Plan.