Exhibit 4.9


 


THIS
FIRST SUPPLEMENTAL INDENTURE, dated as of August 20, 2004 (this “First
Supplemental Indenture”), is by and among US Oncology, Inc., a Delaware
corporation (“US Oncology”), each of the parties identified as a
Subsidiary Guarantor on the signature pages hereto (each, a “Subsidiary
Guarantor” and collectively, the “Subsidiary Guarantors”) and
LaSalle Bank National Association, a national banking association, as trustee
(the “Trustee”).


 


WITNESSETH


 


WHEREAS,
Oiler Acquisition Corp. (the “Company”) and the Trustee are parties to
an indenture dated as of August 20, 2004 (the “Indenture”),
providing for the issuance of the Company’s 103/4% Senior
Subordinated Notes due 2014 (the “Securities”);


 


WHEREAS,
the Company has merged with and into US Oncology (the “Merger”);


 


WHEREAS,
pursuant to Section 5.01 of the Indenture, US Oncology is assuming, by and
under this First Supplemental Indenture, the Company’s obligations for the due
and punctual payment of the principal of, premium, if any, and interest on all
the Securities and the performance and observance of each covenant of the
Indenture on the part of the Company to be performed or observed;


 


WHEREAS,
pursuant to Section 11.06 of the Indenture, each Subsidiary Guarantor is
unconditionally and irrevocably guaranteeing US Oncology’s obligations with
respect to the Securities on the terms set forth in the Indenture; and


 


WHEREAS,
pursuant to Section 9.01 of the Indenture, the Trustee is authorized to
execute and deliver this First Supplemental Indenture.


 


NOW,
THEREFORE, for and in consideration of the foregoing premises, it is mutually
covenanted and agreed, for the equal and proportionate benefit of all Holders
of the Securities, as follows:


 


1.                                       Capitalized Terms. Capitalized terms used herein without
definition shall have the meanings assigned to them in the Indenture.


 


2.                                       Assumption by US Oncology. US Oncology hereby assumes the Company’s
obligations for the due and punctual payment of the principal of, premium, if
any, and interest on all outstanding Securities issued pursuant to the
Indenture and the performance and observance of each other obligation and
covenant set forth in the Indenture to be performed or observed on the part of
the Company. US Oncology is hereby substituted for, and may exercise every
right and power of, the Company under the Indenture with the same effect as if US
Oncology had been named as the Company in the Indenture.


 


3.                                       Notation on Securities. Securities authenticated and delivered
after the date hereof may bear the following notation, which may be stamped or
imprinted thereon:


 





















 


“In connection with the merger of Oiler Acquisition
Corp. (the “Company”) with and into US Oncology, Inc. (“US Oncology”)
and pursuant to the First Supplemental Indenture dated as of August 20, 2004,
US Oncology has assumed the Company’s obligations for the due and punctual
payment of the principal of, premium, if any, and interest on this Security and
the performance of each other obligation and covenant set forth in the
Indenture to be performed or observed on the part of the Company.”


 


4.                                       Agreements to Become Guarantors. Each of the Subsidiary Guarantors hereby
unconditionally and irrevocably guarantees US Oncology’s obligations under the Securities
and the Indenture on the terms and subject to the conditions set forth in Article XI
of the Indenture and agree to be bound by all other provisions of the Indenture
and the Securities applicable to a Subsidiary Guarantor therein.


 


5.                                       Ratification of Indenture: First Supplemental
Indenture Part of Indenture. Except as expressly amended hereby, the Indenture is in all respects
ratified and confirmed and all the terms, conditions and provisions thereof
shall remain in full force and effect. This First Supplemental Indenture shall
form a part of the Indenture for all purposes, and every Holder of Securities
heretofore or hereafter authenticated and delivered shall be bound hereby.


 


6.                                       Notices. For purposes of Section 13.02 of the Indenture, the address for notices
to US Oncology and each of the Subsidiary Guarantors shall be:


 


c/o US Oncology, Inc.

16825 Northchase Drive

Suite 1300

Houston, Texas 77060

Attention: General Counsel


 


7.                                       Governing Law. This First Supplemental Indenture shall be
governed by, and construed in accordance with, the laws of the State of New
York.


 


8.                                       Counterparts. The parties may sign any number of copies
of this First Supplemental Indenture. Each signed copy shall be an original,
but all of them together shall represent the same agreement.


 


9.                                       Effect of Headings. The section headings herein are for
convenience only and shall not affect the construction hereof.


 


10.                                 The Trustee. The Trustee shall not be responsible in any manner whatsoever for or
in respect of the validity or sufficiency of this First Supplemental Indenture
or for or in respect of the recitals contained herein, all of which recitals
are made solely by US Oncology and the Subsidiary Guarantors.


 





















 


IN
WITNESS WHEREOF, the parties hereto have caused this First Supplemental
Indenture to be duly executed, all as of the date first above written.


 


	
   

  	
  US
  ONCOLOGY, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Bruce Broussard

  	
   

  
	
   

  	
  Name:

  	
  Bruce
  Broussard

  
	
   

  	
  Title:

  	
  Chief
  Financial Officer

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  ALABAMA
  PHARMACEUTICAL SERVICES, LLC, as a

  Subsidiary Guarantor

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Bruce Broussard

  	
   

  
	
   

  	
  Name:

  	
  Bruce
  Broussard

  
	
   

  	
  Title:

  	
  Manager

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  AOR
  HOLDING COMPANY OF INDIANA, INC., as a

  Subsidiary Guarantor

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Bruce Broussard

  	
   

  
	
   

  	
  Name:

  	
  Bruce
  Broussard

  
	
   

  	
  Title:

  	
  Vice
  President

  



 





















 


	
   

  	
  AOR
  MANAGEMENT COMPANY OF ARIZONA, INC.,

  as a Subsidiary Guarantor

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Bruce Broussard

  	
   

  
	
   

  	
  Name:

  	
  Bruce
  Broussard 

  
	
   

  	
  Title:

  	
  Vice
  President

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  AOR
  MANAGEMENT COMPANY OF INDIANA, INC.,

  as a Subsidiary Guarantor

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Bruce Broussard

  	
   

  
	
   

  	
  Name:

  	
  Bruce
  Broussard

  
	
   

  	
  Title:

  	
  Vice
  President

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  AOR
  MANAGEMENT COMPANY OF MISSOURI,

  INC., as a Subsidiary Guarantor

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Bruce Broussard

  	
   

  
	
   

  	
  Name:

  	
  Bruce
  Broussard

  
	
   

  	
  Title:

  	
  Vice
  President

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  AOR
  MANAGEMENT COMPANY OF OKLAHOMA,

  INC., as a Subsidiary Guarantor

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Bruce Broussard

  	
   

  
	
   

  	
  Name:

  	
  Bruce
  Broussard

  
	
   

  	
  Title:

  	
  Vice
  President

  



 





















 


 


	
   

  	
  AOR
  MANAGEMENT COMPANY OF

  PENNSYLVANIA, INC., as a Subsidiary Guarantor

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Bruce Broussard

  	
   

  
	
   

  	
  Name:

  	
  Bruce
  Broussard 

  
	
   

  	
  Title:

  	
  Vice
  President

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  AOR
  MANAGEMENT COMPANY OF TEXAS, INC., as

  a Subsidiary Guarantor

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Bruce Broussard

  	
   

  
	
   

  	
  Name:

  	
  Bruce
  Broussard

  
	
   

  	
  Title:

  	
  Vice
  President

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  AOR
  MANAGEMENT COMPANY OF VIRGINIA, INC.,

  as a Subsidiary Guarantor

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Bruce Broussard

  	
   

  
	
   

  	
  Name:

  	
  Bruce
  Broussard

  
	
   

  	
  Title:

  	
  Vice
  President

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  AOR
  REAL ESTATE, INC., as a Subsidiary Guarantor

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Bruce Broussard

  	
   

  
	
   

  	
  Name:

  	
  Bruce
  Broussard

  
	
   

  	
  Title:

  	
  Vice
  President

  



 





















 


	
   

  	
  AOR
  OF INDIANA MANAGEMENT PARTNERSHIP, as

  a Subsidiary Guarantor

  
	
   

  	
   

  
	
   

  	
  By:

  	
  AOR
  MANAGEMENT COMPANY OF

  INDIANA, INC.

  
	
   

  	
  Its:

  	
  General
  Partner

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Bruce Broussard

  	
   

  
	
   

  	
  Name:

  	
  Bruce
  Broussard 

  
	
   

  	
  Title:

  	
  Vice
  President

  
	
   

  	
   

  
	
   

  	
  and

  
	
   

  	
   

  
	
   

  	
  By:

  	
  AOR
  HOLDING COMPANY OF

  INDIANA, INC.

  
	
   

  	
  Its:

  	
  General
  Partner

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Bruce Broussard

  	
   

  
	
   

  	
  Name:

  	
  Bruce
  Broussard

  
	
   

  	
  Title:

  	
  Vice
  President

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  AOR
  OF TEXAS MANAGEMENT LIMITED

  PARTNERSHIP, as a Subsidiary Guarantor

  
	
   

  
	
   

  	
  By:

  	
  AOR
  MANAGEMENT COMPANY OF

  TEXAS, INC.

  
	
   

  	
  Its:

  	
  General
  Partner

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Bruce Broussard

  	
   

  
	
   

  	
  Name:

  	
  Bruce
  Broussard

  
	
   

  	
  Title:

  	
  Vice
  President

  
					



 





















 


	
   

  	
  AOR SYNTHETIC REAL
  ESTATE, INC., as a Subsidiary

  Guarantor

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Bruce Broussard

  	
   

  
	
   

  	
  Name:

  	
  Bruce
  Broussard 

  
	
   

  	
  Title:

  	
  Vice
  President

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  AORT HOLDING COMPANY,
  INC., as a Subsidiary

  Guarantor

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Bruce Broussard

  	
   

  
	
   

  	
  Name:

  	
  Bruce
  Broussard

  
	
   

  	
  Title:

  	
  Vice
  President

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  CALIFORNIA
  PHARMACEUTICAL SERVICES, LLC,

  as a Subsidiary Guarantor

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Bruce Broussard

  	
   

  
	
   

  	
  Name:

  	
  Bruce
  Broussard

  
	
   

  	
  Title:

  	
  Manager

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  FLORIDA PHARMACEUTICAL
  SERVICES, LLC, as a

  Subsidiary Guarantor

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Bruce Broussard

  	
   

  
	
   

  	
  Name:

  	
  Bruce
  Broussard

  
	
   

  	
  Title:

  	
  Manager

  



 





















 


	
   

  	
  GREENVILLE RADIATION
  CARE, INC., as a Subsidiary

  Guarantor

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Bruce Broussard

  	
   

  
	
   

  	
  Name:

  	
  Bruce
  Broussard 

  
	
   

  	
  Title:

  	
  Vice
  President

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  IOWA PHARMACEUTICAL
  SERVICES, LLC, as a

  Subsidiary Guarantor

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Bruce Broussard

  	
   

  
	
   

  	
  Name:

  	
  Bruce
  Broussard

  
	
   

  	
  Title:

  	
  Manager

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  MICHIGAN PHARMACEUTICAL
  SERVICES, LLC, as a

  Subsidiary Guarantor

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Bruce Broussard

  	
   

  
	
   

  	
  Name:

  	
  Bruce
  Broussard

  
	
   

  	
  Title:

  	
  Manager

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  NEBRASKA PHARMACEUTICAL
  SERVICES, LLC, as

  a Subsidiary Guarantor

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Bruce Broussard

  	
   

  
	
   

  	
  Name:

  	
  Bruce
  Broussard

  
	
   

  	
  Title:

  	
  Manager

  



 





















 


	
   

  	
  NEW
  MEXICO PHARMACEUTICAL SERVICES, LLC,

  as a Subsidiary Guarantor

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Bruce Broussard

  	
   

  
	
   

  	
  Name:

  	
  Bruce
  Broussard 

  
	
   

  	
  Title:

  	
  Manager

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  NORTH
  CAROLINA PHARMACEUTICAL SERVICES,

  LLC, as a Subsidiary Guarantor

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Bruce Broussard

  	
   

  
	
   

  	
  Name:

  	
  Bruce
  Broussard

  
	
   

  	
  Title:

  	
  Manager

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  PENNSYLVANIA
  PHARMACEUTICAL SERVICES,

  LLC, as a Subsidiary Guarantor

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Bruce Broussard

  	
   

  
	
   

  	
  Name:

  	
  Bruce
  Broussard

  
	
   

  	
  Title:

  	
  Manager

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  PHYSICIAN
  RELIANCE HOLDINGS, LLC, as a

  Subsidiary Guarantor

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Bruce Broussard

  	
   

  
	
   

  	
  Name:

  	
  Bruce
  Broussard

  
	
   

  	
  Title:

  	
  Manager

  



 





















 


	
   

  	
  PHYSICIAN
  RELIANCE NETWORK, INC., as a

  Subsidiary Guarantor

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Bruce Broussard

  	
   

  
	
   

  	
  Name:

  	
  Bruce
  Broussard 

  
	
   

  	
  Title:

  	
  Vice
  President

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  RMCC
  CANCER CENTER, INC., as a Subsidiary

  Guarantor

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Bruce Broussard

  	
   

  
	
   

  	
  Name:

  	
  Bruce
  Broussard

  
	
   

  	
  Title:

  	
  Vice
  President

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  SELECTPLUS
  ONCOLOGY, LLC, as a Subsidiary

  Guarantor

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Bruce Broussard

  	
   

  
	
   

  	
  Name:

  	
  Bruce
  Broussard

  
	
   

  	
  Title:

  	
  Manager

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  ST.
  LOUIS PHARMACEUTICAL SERVICES, LLC, as a

  Subsidiary Guarantor

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Bruce Broussard

  	
   

  
	
   

  	
  Name:

  	
  Bruce
  Broussard

  
	
   

  	
  Title:

  	
  Manager

  



 





















 


	
   

  	
  TEXAS
  PHARMACEUTICAL SERVICES, LLC, as a

  Subsidiary Guarantor

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Bruce Broussard

  	
   

  
	
   

  	
  Name:

  	
  Bruce
  Broussard 

  
	
   

  	
  Title:

  	
  Manager

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  TOPS
  PHARMACY SERVICES, INC., as a Subsidiary

  Guarantor

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Bruce Broussard

  	
   

  
	
   

  	
  Name:

  	
  Bruce
  Broussard

  
	
   

  	
  Title:

  	
  Vice
  President

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  US
  ONCOLOGY CORPORATE, INC., as a Subsidiary

  Guarantor

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Bruce Broussard

  	
   

  
	
   

  	
  Name:

  	
  Bruce
  Broussard

  
	
   

  	
  Title:

  	
  Vice
  President

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  US
  ONCOLOGY PHARMACEUTICAL SERVICES,

  LLC, as a Subsidiary Guarantor

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Bruce Broussard

  	
   

  
	
   

  	
  Name:

  	
  Bruce
  Broussard

  
	
   

  	
  Title:

  	
  Manager

  



 





















 


	
   

  	
  US ONCOLOGY RESEARCH,
  INC., as a Subsidiary

  Guarantor

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Bruce Broussard

  	
   

  
	
   

  	
  Name:

  	
  Bruce
  Broussard 

  
	
   

  	
  Title:

  	
  Vice
  President

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  WASHINGTON
  PHARMACEUTICAL SERVICES, LLC,

  as a Subsidiary Guarantor

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Bruce Broussard

  	
   

  
	
   

  	
  Name:

  	
  Bruce
  Broussard

  
	
   

  	
  Title:

  	
  Manager

  



 





















 


	
   

  	
  PHYSICIAN
  RELIANCE, L.P., as a Subsidiary Guarantor

  
	
   

  	
   

  
	
   

  	
  By:

  	
  PRN
  Physician Reliance, LLC

  
	
   

  	
  Its:

  	
  General
  Partner

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Bruce Broussard

  	
   

  
	
   

  	
  Name:

  	
  Bruce
  Broussard 

  
	
   

  	
  Title:

  	
  Manager

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  PRN
  PHYSICIAN RELIANCE, LLC, as a Subsidiary

  Guarantor

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Bruce Broussard

  	
   

  
	
   

  	
  Name:

  	
  Bruce
  Broussard

  
	
   

  	
  Title:

  	
  Manager

  
					



 





















 


	
   

  	
  LASALLE
  BANK NATIONAL ASSOCIATION, as

  Trustee

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Vernita L. Anderson

  	
   

  
	
   

  	
  Name:

  	
  VERNITA L. ANDERSON

  	
   

  
	
   

  	
  Title:

  	
  Assistant Vice President