Exhibit
4.7


 


OILER ACQUISITION CORP.


 


 


10 3/4% Senior Subordinated Notes Due 2014


 


 










 


 


INDENTURE


 


DATED AS OF AUGUST 20, 2004


 


 










 


 


LASALLE BANK NATIONAL ASSOCIATION


 


 


Trustee


 





















 


TABLE
OF CONTENTS


 


	
  ARTICLE I

  
	
   

  
	
  Definitions
  and Incorporation by Reference

  
	
   

  	
   

  
	
  SECTION 1.01.
  Definitions.

  	
   

  
	
  SECTION 1.02.
  Other Definitions.

  	
   

  
	
  SECTION 1.03.
  Incorporation by Reference of Trust Indenture Act

  	
   

  
	
  SECTION 1.04.
  Rules of Construction

  	
   

  
	
   

  	
   

  
	
  ARTICLE II

  
	
   

  
	
  The
  Securities

  
	
   

  	
   

  
	
  SECTION 2.01.
  Amount of Securities; Issuable in Series

  	
   

  
	
  SECTION 2.02.
  Form and Dating

  	
   

  
	
  SECTION 2.03.
  Execution and Authentication

  	
   

  
	
  SECTION 2.04.
  Registrar and Paying Agent

  	
   

  
	
  SECTION 2.05.
  Paying Agent To Hold Money in Trust

  	
   

  
	
  SECTION 2.06.
  Securityholder Lists

  	
   

  
	
  SECTION 2.07.
  Replacement Securities

  	
   

  
	
  SECTION 2.08.
  Outstanding Securities

  	
   

  
	
  SECTION 2.09.
  Temporary Securities

  	
   

  
	
  SECTION 2.10.
  Cancelation

  	
   

  
	
  SECTION 2.11.
  Defaulted Interest

  	
   

  
	
  SECTION 2.12.
  CUSIP Numbers

  	
   

  
	
   

  	
   

  
	
  ARTICLE III

  
	
   

  
	
  Redemption

  
	
  SECTION 3.01.
  Notices to Trustee

  	
   

  
	
  SECTION 3.02.
  Selection of Securities To Be Redeemed

  	
   

  
	
  SECTION 3.03.
  Notice of Redemption

  	
   

  
	
  SECTION 3.04.
  Effect of Notice of Redemption

  	
   

  
	
  SECTION 3.05.
  Deposit of Redemption Price

  	
   

  
	
  SECTION 3.06.
  Securities Redeemed in Part

  	
   

  



 


i





















 


	
  ARTICLE IV

  
	
   

  
	
  Covenants

  
	
   

  	
   

  
	
  SECTION 4.01.
  Payment of Securities

  	
   

  
	
  SECTION 4.02.
  Reports

  	
   

  
	
  SECTION 4.03.
  Limitation on Debt

  	
   

  
	
  SECTION 4.04.
  Limitation on Restricted Payments

  	
   

  
	
  SECTION 4.05.
  Limitation on Issuance or Sale of Capital Stock of Restricted Subsidiaries

  	
   

  
	
  SECTION 4.06.
  Limitation on Asset Sales

  	
   

  
	
  SECTION 4.07.
  Limitation on Restrictions on Distributions from Restricted Subsidiaries

  	
   

  
	
  SECTION 4.08.
  Limitation on Transactions with Affiliates

  	
   

  
	
  SECTION 4.09.
  Limitation on Layered Debt

  	
   

  
	
  SECTION 4.10.
  Designation of Restricted and Unrestricted Subsidiaries

  	
   

  
	
  SECTION 4.11.
  Limitation on Company’s Business

  	
   

  
	
  SECTION 4.12.
  Change of Control

  	
   

  
	
  SECTION 4.13.
  Future Subsidiary Guarantors

  	
   

  
	
  SECTION 4.14.
  Further Instruments and Acts

  	
   

  
	
   

  	
   

  
	
  ARTICLE V

  
	
   

  
	
  Successor
  Company

  
	
   

  	
   

  
	
  SECTION 5.01.
  When Company May Merge or Transfer Assets.

  	
   

  
	
  SECTION 5.02.
  When a Subsidiary Guarantor May Merge or Transfer Assets

  	
   

  
	
  SECTION 5.03.
  Surviving Person

  	
   

  
	
   

  	
   

  
	
  ARTICLE VI

  
	
   

  
	
  Defaults and Remedies

  
	
   

  	
   

  
	
  SECTION 6.01.
  Events of Default

  	
   

  
	
  SECTION 6.02.
  Acceleration

  	
   

  
	
  SECTION 6.03. Other
  Remedies

  	
   

  
	
  SECTION 6.04. Waiver
  of Past Defaults

  	
   

  
	
  SECTION 6.05. Control
  by Majority

  	
   

  
	
  SECTION 6.06.
  Limitation on Suits

  	
   

  
	
  SECTION 6.07. Rights of
  Holders to Receive Payment

  	
   

  
	
  SECTION 6.08.
  Collection Suit by Trustee

  	
   

  
	
  SECTION 6.09. Trustee
  May File Proofs of Claim

  	
   

  
	
  SECTION 6.10.
  Priorities

  	
   

  
	
  SECTION 6.11.
  Undertaking for Costs

  	
   

  
	
  SECTION 6.12.
  Waiver of Stay or Extension Laws

  	
   

  
	
   

  	
   

  
	
  ARTICLE VII

  
	
   

  
	
  Trustee

  
	
   

  	
   

  
	
  SECTION 7.01. Duties
  of Trustee

  	
   

  



 


ii





















 


	
  SECTION 7.02.
  Rights of Trustee

  	
   

  
	
  SECTION 7.03.
  Individual Rights of Trustee

  	
   

  
	
  SECTION 7.04.
  Trustee’s Disclaimer

  	
   

  
	
  SECTION 7.05. Notice
  of Defaults

  	
   

  
	
  SECTION 7.06. Reports
  by Trustee to Holders

  	
   

  
	
  SECTION 7.07.
  Compensation and Indemnity

  	
   

  
	
  SECTION 7.08.
  Replacement of Trustee

  	
   

  
	
  SECTION 7.09.
  Successor Trustee by Merger

  	
   

  
	
  SECTION 7.10.
  Eligibility; Disqualification

  	
   

  
	
  SECTION 7.11.
  Preferential Collection of Claims Against Company

  	
   

  
	
   

  	
   

  
	
  ARTICLE VIII

  
	
   

  
	
  Discharge of
  Indenture; Defeasance

  
	
   

  	
   

  
	
  SECTION 8.01.
  Discharge of Liability on Securities; Defeasance

  	
   

  
	
  SECTION 8.02.
  Conditions to Defeasance

  	
   

  
	
  SECTION 8.03.
  Application of Trust Money

  	
   

  
	
  SECTION 8.04.
  Repayment to Company

  	
   

  
	
  SECTION 8.05.
  Indemnity for Government Obligations

  	
   

  
	
  SECTION 8.06.
  Reinstatement

  	
   

  
	
   

  	
   

  
	
  ARTICLE IX

  
	
   

  
	
  Amendments

  
	
   

  	
   

  
	
  SECTION 9.01. Without
  Consent of Holders

  	
   

  
	
  SECTION 9.02.
  With Consent of Holders

  	
   

  
	
  SECTION 9.03.
  Compliance with Trust Indenture Act

  	
   

  
	
  SECTION 9.04.
  Revocation and Effect of Consents and Waivers

  	
   

  
	
  SECTION 9.05.
  Notation on or Exchange of Securities

  	
   

  
	
  SECTION 9.06. Trustee
  To Sign Amendments

  	
   

  
	
  SECTION 9.07. Payment
  for Consent

  	
   

  
	
   

  	
   

  
	
  ARTICLE X

  
	
   

  
	
  Subordination

  
	
   

  	
   

  
	
  SECTION 10.01. Agreement
  To Subordinate

  	
   

  
	
  SECTION 10.02.
  Liquidation, Dissolution, Bankruptcy

  	
   

  
	
  SECTION 10.03.
  Default on Senior Debt

  	
   

  
	
  SECTION 10.04.
  Acceleration of Payment of Securities

  	
   

  
	
  SECTION 10.05. When
  Distribution Must Be Paid Over

  	
   

  
	
  SECTION 10.06.
  Subrogation

  	
   

  
	
  SECTION 10.07.
  Relative Rights

  	
   

  



 


iii





















 


	
  SECTION 10.08.
  Subordination May Not Be Impaired by Company

  	
   

  
	
  SECTION 10.09. Rights
  of Trustee and Paying Agent

  	
   

  
	
  SECTION 10.10.
  Distribution or Notice to Representative

  	
   

  
	
  SECTION 10.11.
  Article X Not To Prevent Events of Default or Limit Right To Accelerate

  	
   

  
	
  SECTION 10.12.
  Trust Moneys Not Subordinated

  	
   

  
	
  SECTION 10.13.
  Trustee Entitled To Rely

  	
   

  
	
  SECTION 10.14.
  Trustee To Effectuate Subordination

  	
   

  
	
  SECTION 10.15.
  Trustee Not Fiduciary for Holders of Senior Debt

  	
   

  
	
  SECTION 10.16.
  Reliance by Holders of Senior Debt on Subordination Provisions

  	
   

  
	
   

  	
   

  
	
  ARTICLE XI

  
	
   

  
	
  Subsidiary Guarantees

  
	
   

  	
   

  
	
  SECTION 11.01.
  Subsidiary Guarantees

  	
   

  
	
  SECTION 11.02.
  Contribution

  	
   

  
	
  SECTION 11.03.
  Successors and Assigns

  	
   

  
	
  SECTION 11.04.
  No Waiver

  	
   

  
	
  SECTION 11.05.
  Modification

  	
   

  
	
  SECTION 11.06.
  Execution of Supplemental Indenture for Future Subsidiary Guarantors

  	
   

  
	
  SECTION 11.07.
  Limitation on Liability

  	
   

  
	
  SECTION 11.08.
  Release of Subsidiary Guarantor

  	
   

  
	
   

  	
   

  
	
  ARTICLE XII

  
	
   

  
	
  Subordination of
  Subsidiary Guarantees

  
	
   

  	
   

  
	
  SECTION 12.01.
  Agreement To Subordinate

  	
   

  
	
  SECTION 12.02.
  Liquidation, Dissolution, Bankruptcy

  	
   

  
	
  SECTION 12.03.
  Default on Senior Debt of Subsidiary Guarantor

  	
   

  
	
  SECTION 12.04. Demand
  for Payment

  	
   

  
	
  SECTION 12.05. When
  Distribution Must Be Paid Over

  	
   

  
	
  SECTION 12.06.
  Subrogation

  	
   

  
	
  SECTION 12.07.
  Relative Rights

  	
   

  
	
  SECTION 12.08.
  Subordination May Not Be Impaired by Subsidiary Guarantor

  	
   

  
	
  SECTION 12.09.
  Rights of Trustee and Paying Agent

  	
   

  
	
  SECTION 12.10.
  Distribution or Notice to Representative

  	
   

  
	
  SECTION 12.11. Article XII
  Not To Prevent Events of Default Under a Subsidiary Guaranty or Limit Right
  To Demand Payment

  	
   

  
	
  SECTION 12.12.
  Trustee Entitled To Rely

  	
   

  
	
  SECTION 12.13.
  Trustee To Effectuate Subordination

  	
   

  
	
  SECTION 12.14.
  Trustee Not Fiduciary for Holders of Senior Debt of Subsidiary Guarantor

  	
   

  
	
  SECTION 12.15.
  Reliance by Holders of Senior Debt on Subordination Provisions

  	
   

  



 


iv





















 


	
  ARTICLE XIII

  
	
   

  
	
  Miscellaneous

  
	
   

  	
   

  
	
  SECTION 13.01. Trust
  Indenture Act Controls

  	
   

  
	
  SECTION 13.02.
  Notices

  	
   

  
	
  SECTION 13.03.
  Communication by Holders with Other Holders

  	
   

  
	
  SECTION 13.04.
  Certificate and Opinion as to Conditions Precedent

  	
   

  
	
  SECTION 13.05.
  Statements Required in Certificate or Opinion

  	
   

  
	
  SECTION 13.06. When Securities
  Disregarded

  	
   

  
	
  SECTION 13.07. Rules
  by Trustee, Paying Agent and Registrar

  	
   

  
	
  SECTION 13.08. Legal
  Holidays

  	
   

  
	
  SECTION 13.09.
  Governing Law

  	
   

  
	
  SECTION 13.10.
  No Recourse Against Others

  	
   

  
	
  SECTION 13.11.
  Successors

  	
   

  
	
  SECTION 13.12.
  Multiple Originals

  	
   

  
	
  SECTION 13.13. Table
  of Contents; Headings

  	
   

  



 


	
  Appendix
  A -

  	
  Provisions
  Relating to Initial Securities and Exchange Securities

  	
   

  
	
   

  	
  Exhibit
  1 to Appendix A - Form of Initial Security

  	
   

  
	
  Exhibit A -

  	
  Form of Exchange Security

  	
   

  
	
  Exhibit B -

  	
  Form of First Supplemental Indenture

  	
   

  
	
  Exhibit
  C -

  	
  Form
  of Supplemental Indenture

  	
   

  



 


v





















 


CROSS-REFERENCE
TABLE


 


	
  Trust
  Note Indenture Act Section

  	
   

  	
  Indenture
  Section

  
	
  Section 310 (a)(1)

  	
   

  	
  7.10

  
	
  (a)(2)

  	
   

  	
  7.10

  
	
  (a)(3)

  	
   

  	
  N.A.

  
	
  (a)(4)

  	
   

  	
  N.A.

  
	
  (b)

  	
   

  	
  7.08; 7.10

  
	
  (c)

  	
   

  	
  N.A.

  
	
  Section 311 (a)

  	
   

  	
  7.11

  
	
  (b)

  	
   

  	
  7.11

  
	
  (c)

  	
   

  	
  N.A.

  
	
  Section 312 (a)

  	
   

  	
  2.06

  
	
  (b)

  	
   

  	
  13.03

  
	
  (c)

  	
   

  	
  13.03

  
	
  Section 313 (a)

  	
   

  	
  7.06

  
	
  (b)(1)

  	
   

  	
  N.A.

  
	
  (b)(2)

  	
   

  	
  7.06

  
	
  (c)

  	
   

  	
  13.02

  
	
  (d)

  	
   

  	
  7.06

  
	
  Section 314 (a)

  	
   

  	
  4.02; 13.02

  
	
  (b)

  	
   

  	
  N.A.

  
	
  (c)(1)

  	
   

  	
  13.04

  
	
  (c)(2)

  	
   

  	
  13.04

  
	
  (c)(3)

  	
   

  	
  N.A.

  
	
  (d)

  	
   

  	
  N.A.

  
	
  (e)

  	
   

  	
  13.05

  
	
  (f)

  	
   

  	
  N.A.

  
	
  Section 315 (a)

  	
   

  	
  7.01

  
	
  (b)

  	
   

  	
  7.05; 13.02

  
	
  (c)

  	
   

  	
  7.01

  
	
  (d)

  	
   

  	
  7.01

  
	
  (e)

  	
   

  	
  6.11

  
	
  Section 316 (a) (last sentence)

  	
   

  	
  13.06

  
	
  (a)(1)(A)

  	
   

  	
  6.05

  
	
  (a)(1)(B)

  	
   

  	
  6.04

  
	
  (a)(2)

  	
   

  	
  N.A.

  
	
  (b)

  	
   

  	
  6.07

  
	
  (c)

  	
   

  	
  9.04

  
	
  Section 317 (a)(1)

  	
   

  	
  6.08

  
	
  (a)(2)

  	
   

  	
  6.09

  
	
  (b)

  	
   

  	
  2.05

  
	
  Section 318 (a)

  	
   

  	
  13.01

  
	
  (b)

  	
   

  	
  N.A.

  
	
  (c)

  	
   

  	
  13.01

  
	
  N.A. Means Not Applicable.

  



 


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


 


vi





















 


INDENTURE dated as of August 20,
2004, between Oiler Acquisition Corp., a Delaware corporation (the “Company”)
and LaSalle Bank National Association, a national banking association, as
Trustee (the “Trustee”).


 


Each party agrees as follows
for the benefit of the other party and for the equal and ratable benefit of the
Holders of the Company’s 10 3/4% Senior Subordinated Notes due 2014, to be
issued, from time to time, in one or more series as in this Indenture provided
(the “Initial Securities”) and, if and when issued pursuant to a registered or
private exchange for the Initial Securities, the Company’s 10 3/4% Senior
Subordinated Notes due 2014 (the “Exchange Securities” and, together with the
Initial Securities, the “Securities”):


 


ARTICLE I


 


Definitions
and Incorporation by Reference


 


SECTION 1.01.  Definitions.


 


“Additional Assets” means:


 


(a) any Property (other than cash, cash equivalents
and securities) to be owned by the Company or any Restricted Subsidiary and
used in a Related Business; or


 


(b) Capital Stock of a Person that becomes a
Restricted Subsidiary as a result of the acquisition of such Capital Stock by
the Company or another Restricted Subsidiary from any Person other than the
Company or an Affiliate of the Company; or


 


(c) Capital Stock constituting a minority interest
in any Person that at such time is a Restricted Subsidiary;


 


provided, however, that, in the case of clause (b) or
(c), such Restricted Subsidiary is primarily engaged in a Related Business.


 


“Affiliate” of any specified Person means any
other Person directly or indirectly controlling or controlled by or under
direct or indirect common control with such specified Person.  For the purposes of this definition, “control”
when used with respect to any Person means the power to direct the management
and policies of such Person, directly or indirectly, whether through the
ownership of voting securities, by contract or otherwise; and the terms “controlling”
and “controlled” have meanings correlative to the foregoing.  For purposes of Sections 4.04, 4.06 and 4.08
and the definition of “Additional Assets” only, “Affiliate” shall also mean any
beneficial owner of shares representing 10% or more of the total voting power
of the Voting Stock (on a fully diluted basis) of the Company or of rights or
warrants to purchase such Voting


 





















 


Stock (whether or not currently exercisable) and any Person who would
be an Affiliate of any such beneficial owner pursuant to the first sentence
hereof.


 


“Asset Sale” means any sale, lease, transfer,
issuance or other disposition (or series of related sales, leases, transfers,
issuances or dispositions) by the Company or any Restricted Subsidiary,
including any disposition by means of a merger, consolidation or similar
transaction (each referred to for the purposes of this definition as a “disposition”),
of


 


(a)
any shares of Capital Stock of a Restricted Subsidiary (other than directors’
qualifying shares),


 


(b)
all or substantially all the properties and assets of any division or line of
business of the Company or any Restricted Subsidiary, or


 


(c)
any other assets of the Company or any Restricted Subsidiary outside of the
ordinary course of business of the Company or such Restricted Subsidiary,


 


other than, in the case of
clause (a), (b) or (c) above,


 


(1)  any disposition by a Restricted Subsidiary to
the Company or by the Company or a Restricted Subsidiary to a Wholly Owned
Restricted Subsidiary,


 


(2)  for purposes of Section 4.06 only, any
disposition that constitutes a Permitted Investment or Restricted Payment
permitted by Section 4.04,


 


(3)  any disposition effected in compliance with Article V,


 


(4)  sales or grants of licenses or sublicenses to
use the patents, trade secrets, know-how and other intellectual property of the
Company or the Restricted Subsidiaries to the extent such license does not
interfere with the business of the Company or any Restricted Subsidiary,


 


(5)  any exchange of tangible assets with a Fair
Market Value of less than $25,000,000 for like-kind tangible assets to be used
in connection with a Related Business, but only to the extent that such
exchange qualifies for nonrecognition of gain or loss under Section 1031
of the Code,


 


(6)  any disposition of cash or Temporary Cash
Investments,


 


(7)  any sale or disposition deemed to occur in
connection with creating or granting any Liens,


 


(8)  any surrender or waiver of contract rights or
the settlement, release or surrender of any contract, tort or other claim of
any kind,


 


2





















 


(9)  the sale or discount, in each case, in the
ordinary course and without recourse, of accounts receivable arising in the
ordinary course of business, but only in connection with the compromise or
collection thereof,


 


(10)  any sale or disposition of obsolete inventory
or worn out assets permitted pursuant to this Indenture, and


 


(11)  a disposition of assets with a Fair Market
Value of less than $2,500,000.


 


“Attributable Debt” in respect of a Sale and
Leaseback Transaction means, at any date of determination,


 


(a)
if such Sale and Leaseback Transaction is a Capital Lease Obligation, the amount
of Debt represented thereby according to the definition of “Capital Lease
Obligation”, and


 


(b)
in all other instances, the present value (discounted at the interest rate
borne by the Securities, compounded annually) of the total obligations of the lessee
for rental payments during the remaining term of the lease included in such
Sale and Leaseback Transaction (including any period for which such lease has
been extended).


 


“Average Life” means, as of any date of
determination, with respect to any Debt or Preferred Stock, the quotient
obtained by dividing:


 


(a)  the sum of the product of the number of years
(rounded to the nearest one-twelfth of one year) from the date of determination
to the dates of each successive scheduled principal payment of such Debt or
redemption or similar payment with respect to such Preferred Stock multiplied
by the amount of such payment by


 


(b)  the sum of all such payments.


 


“Board of Directors” means the Board of
Directors of the Company or any committee thereof duly authorized to act on
behalf of such board.


 


“Board Resolution” means a copy of a
resolution certified by the Secretary or an Assistant Secretary of the Company
to have been duly adopted by the Board of Directors and to be in full force and
effect on the date of such certification.


 


“Business Day” means each day which is not a
Legal Holiday.


 


“Capital Lease Obligations” means any
obligation under a lease that is required to be capitalized for financial
reporting purposes in accordance with GAAP; and the amount of Debt represented
by such obligation shall be the capitalized amount of such obligations
determined in accordance with GAAP; and the Stated Maturity thereof shall be
the date of the last payment of rent or any other amount due under such lease


 


3





















 


prior
to the first date upon which such lease may be terminated by the lessee without
payment of a penalty.


 


“Capital Stock” means, with respect to any
Person, any shares or other equivalents (however designated) of any class of
corporate stock or partnership interests or any other participations, rights,
warrants, options or other interests in the nature of an equity interest in
such Person, including Preferred Stock, but excluding any debt security
convertible or exchangeable into such equity interest.


 


“Capital Stock Sale Proceeds” means the
aggregate cash proceeds received by the Company from the issuance or sale
(other than to a Subsidiary of the Company or an employee stock ownership plan
or trust established by the Company or any such Subsidiary for the benefit of
their employees) by the Company of its Capital Stock (other than Disqualified
Stock) after the Issue Date, net of attorneys’ fees, accountants’ fees,
underwriters’ or placement agents’ fees, discounts or commissions and
brokerage, consultant and other fees actually incurred in connection with such
issuance or sale and net of taxes paid or payable as a result thereof.


 


“Change of Control” means the occurrence of
any of the following events:


 


(a)
prior to the earlier to occur of (i) the first public equity offering of
common stock of Parent or (ii) the first public equity offering of common
stock of the Company, the Permitted Holders cease to be the “beneficial owners”
(as defined in Rule 13d-3 under the Exchange Act, except that a Person will be
deemed to have “beneficial ownership” of all shares that any such Person has
the right to acquire, whether such right is exercisable immediately or only
after the passage of time), directly or indirectly, of a majority of the total
voting power of the Voting Stock of Parent or the Company, whether as a result
of the issuance of securities of Parent or the Company, any merger,
consolidation, liquidation or dissolution of Parent or the Company, any direct
or indirect transfer of securities by Parent, the Permitted Holders or
otherwise (for purposes of this clause (a), the Permitted Holders will be
deemed to beneficially own any Voting Stock of a Person (the “specified person”)
held by any other Person (the “parent entity”) so long as the Permitted Holders
beneficially own, directly or indirectly, in the aggregate a majority of the
total voting power of the Voting Stock such parent entity);


 


(b)
on or after the earlier to occur of (i) the first public equity offering
of common stock of Parent or (ii) the first public equity offering of
common stock of the Company, if any “person” or “group” (as such terms are used
in Sections 13(d) and 14(d) of the Exchange Act or any successor
provisions to either of the foregoing), including any group acting for the
purpose of acquiring, holding, voting or disposing of securities within the
meaning of Rule 13d-5(b)(1) under the Exchange Act, other than any one or more
of the Permitted Holders, becomes the “beneficial owner” (as defined in
clause (a) above), directly or indirectly, of 35% or more of the total
voting power of the Voting Stock of the Company; provided, however, that the Permitted Holders are the “beneficial


 


4





















 


owners” (as defined in
clause (a) above), directly or indirectly, in the aggregate of a lesser
percentage of the total voting power of the Voting Stock of the Company than
such other person or group and do not have the right or ability by voting
power, contract or otherwise to elect or designate for election a majority of
the Board of Directors of the Company (for purposes of this clause (b),
such person or group shall be deemed to beneficially own any Voting Stock of a
specified person held by a parent entity, so long as such person or group
beneficially owns, directly or indirectly, in the aggregate a majority of the
total voting power of the Voting Stock of such parent entity and the Permitted
Holders, directly or indirectly, do not have the right or ability by voting power,
contract or otherwise to elect or designate for election a majority of the
board of directors of such parent entity);


 


(c)
the sale, lease transfer or other conveyance, in one or a series of related
transactions, of all or substantially all of the assets of the Company and its
Subsidiaries, taken as a whole, to any Person other than one or more Permitted
Holders;


 


(d)
during any period of two consecutive calendar years, individuals who at the
beginning of such period constituted the Board of Directors or the Parent Board
(together with any new directors whose election or appointment by such Board of
Directors or the Parent Board or whose nomination for election by the
shareholders of the Company or Parent was approved by (i) a vote of not
less than a majority of the directors then still in office who were either
directors at the beginning of such period or whose election or nomination for
election was previously so approved or (ii) Permitted Holders) cease for
any reason to constitute a majority of the Board of Directors or the Parent
Board then in office, provided that for purposes of this clause (d), the terms “Board
of Directors” and “Parent Board” shall not include any committee thereof; or


 


(e)
the shareholders of the Company shall have approved any plan of liquidation or
dissolution of the Company.


 


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


 


“Company” means the party named as such in
this Indenture until a successor replaces it pursuant to the applicable
provisions hereof and, thereafter, means the successor and, for purposes of any
provision contained herein and required by the TIA, each other obligor on the
indenture securities.


 


“Consolidated Interest Coverage Ratio” means,
as of any date of determination, the ratio of:


 


(a)
the aggregate amount of EBITDA for the most recent four consecutive fiscal
quarters for which internal financial statements of the Company are then
available to


 


(b)
Consolidated Interest Expense for such four fiscal quarters;


 


5





















 


provided, however,
that:


 


(1)  if


 


(A)  since the beginning of such period the
Company or any Restricted Subsidiary has Incurred any Debt that remains
outstanding or Repaid any Debt, or


 


(B)  the transaction giving rise to the need to
calculate the Consolidated Interest Coverage Ratio is an Incurrence or
Repayment of Debt,


 


Consolidated Interest Expense for such period shall
be calculated after giving effect on a pro forma basis to such Incurrence or
Repayment as if such Debt was Incurred or Repaid on the first day of such
period, provided that, in the event of any such Repayment of Debt,
EBITDA for such period shall be calculated as if the Company or such Restricted
Subsidiary had not earned any interest income actually earned during such period
in respect of the funds used to Repay such Debt, and


 


(2)  if


 


(A)  since the beginning of such period the
Company or any Restricted Subsidiary shall have made one or more Asset Sales
with an aggregate Fair Market Value equal to or in excess of $10,000,000 or an
Investment (by merger or otherwise) in any Restricted Subsidiary (or any Person
which becomes a Restricted Subsidiary) or an acquisition of Property which
constitutes all or substantially all of an operating unit of a business,


 


(B)  the transaction giving rise to the need to
calculate the Consolidated Interest Coverage Ratio is such an Asset Sale,
Investment or acquisition, or


 


(C)  since the beginning of such period any Person
(that subsequently became a Restricted Subsidiary or was merged with or into
the Company or any Restricted Subsidiary since the beginning of such period)
shall have made such an Asset Sale, Investment or acquisition,


 


EBITDA for such period shall be calculated after
giving pro forma effect to such Asset Sales, Investments or acquisitions as if
such Asset Sales, Investments or acquisitions occurred on the first day of such
period.


 


If any Debt bears a floating
rate of interest and is being given pro forma effect, the interest expense on
such Debt shall be calculated as if the base interest rate in effect for such
floating rate of interest on the date of determination had been the applicable
base interest rate for the entire period (taking into account any Interest Rate


 


6





















 


Agreement
applicable to such Debt if such Interest Rate Agreement has a remaining term in
excess of 12 months).  In the event the
Capital Stock of any Restricted Subsidiary is sold during the period, the
Company shall be deemed, for purposes of clause (1) above, to have Repaid
during such period the Debt of such Restricted Subsidiary to the extent the
Company and its continuing Restricted Subsidiaries are no longer liable for
such Debt after such sale.


 


“Consolidated Interest Expense” means, for
any period, the total interest expense of the Company and its consolidated
Restricted Subsidiaries (less, to the extent included in such total interest
expense, financing fees relating to the Transactions), plus, to the extent not
included in such total interest expense, and to the extent Incurred by the
Company or its Restricted Subsidiaries,


 


(a)
interest expense attributable to leases constituting part of a Sale and
Leaseback Transaction and to Capital Lease Obligations,


 


(b)
amortization of debt discount and debt issuance costs, including commitment
fees (other than amortization of deferred financing fees relating to the
Transactions),


 


(c)
capitalized interest,


 


(d)
non-cash interest expense,


 


(e)
commissions, discounts and other fees and charges owed with respect to letters
of credit and bankers’ acceptance financing,


 


(f)
net payments pursuant to Hedging Obligations,


 


(g)
Disqualified Stock Dividends,


 


(h)
Preferred Stock Dividends,


 


(i)
interest Incurred in connection with Investments in discontinued operations,


 


(j)
interest accruing on any Debt of any other Person to the extent such Debt is
Guaranteed by, or secured by the assets of, the Company or any Restricted
Subsidiary (other than interest accruing on any Debt of any Permitted Joint
Venture that is Guaranteed by, or secured by the assets of, the Company or any
Restricted Subsidiary; provided, however,
that such interest shall be included in “Consolidated Interest Expense” if
either (A) such Debt is in default or (B) the Company or any
Restricted Subsidiary has ever previously made any payment of interest or
principal in respect of such Debt), and


 


(k)
the cash contributions to any employee stock ownership plan or similar trust to
the extent such contributions are used by such plan or trust to pay interest


 


7





















 


or fees to any Person (other
than the Company) in connection with Debt Incurred by such plan or trust.


 


“Consolidated Net Income” means, for any
period, the net income (loss) of the Company and its consolidated Subsidiaries;
provided, however, that there shall
not be included in such Consolidated Net Income:


 


(a)
any net income (loss) of any Person (other than the Company) if such Person is
not a Restricted Subsidiary, except that, subject to the exclusion contained in
clause (c) below, to the extent such cash has not previously been included in
Consolidated Net Income, Consolidated Net Income shall be increased by the
aggregate amount of cash distributed by such Person during such period to the
Company or a Restricted Subsidiary as a dividend or other distribution
(subject, in the case of a dividend or other distribution to a Restricted
Subsidiary, to the limitations contained in clause (b) below),


 


(b)
any net income (loss) of any Restricted Subsidiary if such Restricted
Subsidiary is subject to restrictions, directly or indirectly, on the payment
of dividends or the making of distributions, directly or indirectly, to the
Company, except that:


 


(1)  subject to the exclusion contained in clause
(c) below, to the extent such cash has not previously been included in
Consolidated Net Income, Consolidated Net Income shall be increased by the
aggregate amount of cash distributed by such Restricted Subsidiary during such
period to the Company or another Restricted Subsidiary as a dividend or other
distribution (subject, in the case of a dividend or other distribution to
another Restricted Subsidiary, to the limitation contained in this clause), and


 


(2)  the Company’s equity in a net loss of any
such Restricted Subsidiary for such period shall be included in determining
such Consolidated Net Income,


 


(c)
any gain or loss realized upon the sale or other disposition of any Property of
the Company or any of its consolidated Subsidiaries (including pursuant to any
Sale and Leaseback Transaction) that is not sold or otherwise disposed of in
the ordinary course of business,


 


(d)
any extraordinary gain or loss,


 


(e)
the cumulative effect of a change in accounting principles,


 


(f)
any non-cash compensation expense realized for grants of performance shares,
stock options or other rights to officers, directors and employees of the
Company or any Restricted Subsidiary, provided that such shares, options or
other rights can be redeemed at the option of the holder only for Capital Stock
of the Company (other than Disqualified Stock),


 


8





















 


(g)
any non-cash impairment charges resulting from the application of Statements of
Financial Accounting Standards No. 142 and No. 144; provided, however, that such charge is not attributable
to the exiting of any market served by the Company or its affiliated
physicians,


 


(h)
any net after-tax gains or losses attributable to the early extinguishment of
Debt,


 


(i)
charges resulting from inventory purchase accounting adjustments resulting from
the Transactions, and


 


(j)
any net income (or loss) of any Person acquired by the Company or a Subsidiary
in a pooling of interests transaction for any period prior to the date of such
acquisition.


 


Notwithstanding the foregoing,
for purposes of Section 4.04 only, there shall be excluded from
Consolidated Net Income any dividends, repayments of loans or advances or other
transfers of assets from Unrestricted Subsidiaries to the Company or a
Restricted Subsidiary to the extent such dividends, repayments or transfers
increase the amount of Restricted Payments permitted under such covenant
pursuant to clause (c)(4) thereof.


 


“Credit Facilities” means, with respect to
the Company or any Restricted Subsidiary, one or more debt or commercial paper
facilities with banks or other institutional lenders (including the Senior
Credit Agreement to be entered into on the Issue Date among the Company,
Parent, the Subsidiary Guarantors, JPMorgan Chase Bank, as administrative agent
and collateral agent, Wachovia Bank, National Association, as syndication
agent, Citigroup North America, Inc., as documentation agent, and the other
lenders party thereto) providing for revolving credit loans, term loans,
receivables or inventory financing (including through the sale of receivables
or inventory to such lenders or to special purpose, bankruptcy remote entities
formed to borrow from such lenders against such receivables or inventory) or
trade letters of credit, in each case together with any Refinancings thereof by
a lender or syndicate of lenders.


 


“Currency Exchange Protection Agreement”
means, in respect of a Person, any foreign exchange contract, currency swap
agreement, currency option or other similar agreement or arrangement designed
to protect such Person against fluctuations in currency exchange rates.


 


“Debt” means, with respect to any Person on
any date of determination (without duplication):


 


(a)
the principal of and premium (if any) in respect of:


 


(1)  debt of such Person for money borrowed, and


 


(2)  debt evidenced by notes, debentures, bonds or
other similar instruments for the payment of which such Person is responsible
or liable;


 


9





















 


(b)
all Capital Lease Obligations of such Person and all Attributable Debt in
respect of Sale and Leaseback Transactions entered into by such Person;


 


(c)
all obligations of such Person issued or assumed as the deferred purchase price
of Property, all conditional sale obligations of such Person and all obligations
of such Person under any title retention agreement (but excluding trade
accounts payable arising in the ordinary course of business);


 


(d)
all obligations of such Person for the reimbursement of any obligor on any
letter of credit, banker’s acceptance or similar credit transaction (other than
obligations with respect to letters of credit securing obligations (other than
obligations described in (a) through (c) above) entered into in the ordinary
course of business of such Person to the extent such letters of credit are not
drawn upon or, if and to the extent drawn upon, such drawing is reimbursed no
later than the fifth Business Day following receipt by such Person of a demand
for reimbursement following payment on the letter of credit);


 


(e)
the amount of all obligations of such Person with respect to the Repayment of
any Disqualified Stock or, with respect to any Subsidiary of such Person, any
Preferred Stock (but excluding, in each case, any accrued dividends);


 


(f)
all obligations of the type referred to in clauses (a) through (e) of other
Persons and all dividends of other Persons for the payment of which, in either
case, such Person is responsible or liable, directly or indirectly, as obligor,
guarantor or otherwise, including by means of any Guarantee;


 


(g)
all obligations of the type referred to in clauses (a) through (f) of other
Persons secured by any Lien on any Property of such Person (whether or not such
obligation is assumed by such Person), the amount of such obligation being
deemed to be the lesser of the value of such Property or the amount of the
obligation so secured; and


 


(h)
to the extent not otherwise included in this definition, Hedging Obligations of
such Person.


 


Notwithstanding the
foregoing, in connection with the purchase by the Company or any Restricted
Subsidiary of any business, the term “Debt” will exclude post-closing payment
adjustments to which the seller may become entitled to the extent such payment
is determined by a final closing balance sheet or such payment depends on the
performance of such business after the closing; provided, however, that, at the time of closing, the
amount of any such payment is not determinable and, to the extent such payment
thereafter becomes fixed and determined, the amount is paid within 30 days
thereafter.


 


The amount of Debt of any
Person at any date shall be the outstanding balance at such date of all
unconditional obligations as described above and the maximum liability, upon
the occurrence of the contingency giving rise to the obligation, of any
contingent obligations at such date; provided, however, that in the case of Debt sold at a discount,


 


10





















 


the amount of such Debt at
any time will be the accreted value thereof at such time.  The amount of Debt represented by a Hedging
Obligation shall be equal to:


 


(1)  zero if such Hedging Obligation has been
Incurred pursuant to clause (7) or (8) of paragraph (b) of Section 4.03,
or


 


(2)  the notional amount of such Hedging
Obligation if not Incurred pursuant to such clauses.


 


“Default” means any event which is, or after
notice or passage of time or both would be, an Event of Default.


 


“Designated Senior Debt” means:


 


(a)
any Senior Debt that has, at the time of determination, an aggregate principal
amount outstanding of at least $25,000,000 (including the amount of all undrawn
commitments and matured and contingent reimbursement obligations pursuant to
letters of credit thereunder) that is specifically designated in the instrument
evidencing such Senior Debt and is designated in an Officers’ Certificate
delivered to the Trustee as “Designated Senior Debt” of the Company for
purposes of this Indenture,


 


(b)
the Credit Facilities, and


 


(c)
the Senior Notes.


 


“Disqualified Stock” means, with respect to
any Person, any Capital Stock that by its terms (or by the terms of any
security into which it is convertible or for which it is exchangeable, in
either case at the option of the holder thereof) or otherwise:


 


(a)
matures or is mandatorily redeemable (other than redeemable only for Capital
Stock of such Person which is not itself Disqualified Stock) pursuant to a
sinking fund obligation or otherwise,


 


(b)
is or may become, upon the occurrence of certain events or otherwise,
redeemable or repurchaseable at the option of the holder thereof, in whole or
in part, or


 


(c)
is convertible or exchangeable at the option of the holder thereof for Debt or
Disqualified Stock,


 


on or prior to, in the case
of clause (a), (b) or (c), the first anniversary of the Stated Maturity of the
Securities; provided, however, that
any Capital Stock that would not constitute Disqualified Stock but for
provisions thereof giving holders thereof the right to require such Person to
purchase or redeem such Capital Stock upon the occurrence of an “asset sale” or
“change of control” occurring prior to the first anniversary of the Stated
Maturity of the Securities shall not constitute Disqualified Stock if:


 


11





















 


(1)  the “asset sale” or “change of control”
provisions applicable to such Capital Stock are not more favorable to the
holders of such Capital Stock than the terms applicable to the Securities under
Section 4.06 and Section 4.12; and


 


(2)  any such requirement only becomes operative
after compliance with such terms applicable to the Securities, including the
purchase of any Securities tendered pursuant thereto.


 


The amount of any
Disqualified Stock that does not have a fixed redemption, repayment or
repurchase price will be calculated in accordance with the terms of such
Disqualified Stock as if such Disqualified Stock were redeemed, repaid or
repurchased on any date on which the amount of such Disqualified Stock is to be
determined pursuant to this Indenture; provided, however, that if such Disqualified Stock could not be required to
be redeemed, repaid or repurchased at the time of such determination, the
redemption, repayment or repurchase price will be the book value of such
Disqualified Stock as reflected in the most recent financial statements of such
Person.


 


“Disqualified Stock Dividends” means all
dividends with respect to Disqualified Stock of the Company held by Persons
other than a Restricted Subsidiary (except to the extent paid in Capital Stock
(other than Disqualified Stock)).  The
amount of any such dividend shall be equal to the quotient of such dividend
divided by the difference between one and the maximum statutory federal income
tax rate (expressed as a decimal number between 1 and 0) then applicable to the
Company.


 


“Domestic Restricted Subsidiary” means any
Restricted Subsidiary other than (a) a Foreign Restricted Subsidiary or
(b) a Subsidiary of a Foreign Restricted Subsidiary.


 


“EBITDA” means, for any period, an amount
equal to, for the Company and its consolidated Restricted Subsidiaries:


 


(a)
the sum of Consolidated Net Income for such period, plus the following to the
extent reducing Consolidated Net Income for such period:


 


(1)  the provision for taxes based on income or
profits or utilized in computing net loss,


 


(2)  Consolidated Interest Expense,


 


(3)  depreciation,


 


(4)  amortization of intangibles,


 


(5)  any other non-cash items (other than any such
non-cash item to the extent that it represents an accrual of or reserve for
cash expenditures in any future period), and


 


12





















 


(6)  any non-recurring fees, charges or other
expenses (x) related to any offering of Capital Stock, Permitted
Investment, acquisition or Incurrence of Debt permitted under this Indenture
(in each case whether or not consummated) or (y) made or Incurred in
connection with the Transactions in each case, to the extent deducted (and not
subsequently added back) in calculating Consolidated Net Income for such
period, minus


 


(b)
all non-cash items increasing Consolidated Net Income for such period (other
than any such non-cash item to the extent that it (1) will result in the
receipt of cash payments in any future period or (2) represents the
reversal of a prior accrual or reserve previously excluded from being added
back in calculating EBITDA pursuant to clause (a)(5) above).


 


Notwithstanding the
foregoing clause (a), the provision for taxes and the depreciation,
amortization and non-cash items of a Restricted Subsidiary shall be added to
Consolidated Net Income to compute EBITDA only to the extent (and in the same
proportion, including by reason of minority interests) that the net income of
such Restricted Subsidiary was included in calculating Consolidated Net Income
and only if a corresponding amount would be permitted at the date of
determination to be dividended to the Company by such Restricted Subsidiary
without prior approval (that has not been obtained), pursuant to the terms of
its charter and all agreements, instruments, judgments, decrees, orders,
statutes, rules and governmental regulations applicable to such Restricted
Subsidiary or its shareholders.


 


“Event of Default” has the meaning set forth
under Section 6.01.


 


“Exchange Act” means the Securities Exchange
Act of 1934.


 


“Exchange Offer Registration Statement” means
a registration statement filed with the SEC with respect to a registered offer
to exchange the Initial Securities for the Exchange Securities.


 


“Exchange Securities” has the meaning set
forth in the preamble.


 


“Fair Market Value” means, with respect to
any Property, the price that could be negotiated in an arm’s-length free market
transaction, for cash, between a willing seller and a willing buyer, neither of
whom is under undue pressure or compulsion to complete the transaction.  Fair Market Value shall be determined, except
as otherwise provided,


 


(a)
if such Property has a Fair Market Value equal to or less than $25,000,000, by
a majority of the Board of Directors and evidenced by a Board Resolution, or


 


(b)
if such Property has a Fair Market Value in excess of $25,000,000, by an
Independent Financial Advisor and evidenced by a written opinion from such


 


13





















 


Independent Financial
Advisor, dated within 30 days of the relevant transaction, delivered to the
Trustee.


 


“Foreign Restricted Subsidiary” means any
Restricted Subsidiary which is not organized under the laws of the United
States of America or any State thereof or the District of Columbia.


 


“GAAP” means United States generally accepted
accounting principles as in effect on the Issue Date, including those set
forth:


 


(a)
in the opinions and pronouncements of the Accounting Principles Board of the
American Institute of Certified Public Accountants,


 


(b)
in the statements and pronouncements of the Financial Accounting Standards
Board,


 


(c)
in such other statements by such other entity as approved by a significant
segment of the accounting profession, and


 


(d)
the rules and regulations of the SEC governing the inclusion of financial statements
(including pro forma financial statements) in periodic reports required to be
filed pursuant to Section 13 of the Exchange Act, including opinions and
pronouncements in staff accounting bulletins and similar written statements
from the accounting staff of the SEC.


 


“Guarantee” means any obligation, contingent
or otherwise, of any Person directly or indirectly guaranteeing any Debt of any
other Person and any obligation, direct or indirect, contingent or otherwise,
of such Person:


 


(a)
to purchase or pay (or advance or supply funds for the purchase or payment of)
such Debt of such other Person (whether arising by virtue of partnership
arrangements, or by agreements to keep-well, to purchase assets, goods,
securities or services, to take-or-pay or to maintain financial statement
conditions or otherwise), or


 


(b)
entered into for the purpose of assuring in any other manner the obligee of
such Debt of the payment thereof or to protect such obligee against loss in
respect thereof (in whole or in part);


 


provided, however,
that the term “Guarantee” shall not include:


 


(1)  endorsements for collection or deposit in the
ordinary course of business, or


 


(2)  a contractual commitment by one Person to
invest in another Person for so long as such Investment is reasonably expected
to constitute a Permitted Investment under clause (b) of the definition of “Permitted
Investment”.


 


14





















 


The term “Guarantee” used as
a verb has a corresponding meaning.  The
term “Guarantor” shall mean any Person Guaranteeing any obligation.


 


“Hedging Obligations” of any Person means any
obligation of such Person pursuant to any Interest Rate Agreement or Currency
Exchange Protection Agreement or any other similar agreement or arrangement.


 


“Holder” or “Securityholder” means the
Person in whose name a Security is registered on the Security register
described in Section 2.04.


 


“Incur” means, with respect to any Debt or
other obligation of any Person, to create, issue, incur (by merger, conversion,
exchange or otherwise), extend, assume, Guarantee or become liable in respect
of such Debt or other obligation or the recording, as required pursuant to GAAP
or otherwise, of any such Debt or obligation on the balance sheet of such
Person (and “Incurrence” and “Incurred” shall have meanings correlative to the
foregoing); provided, however, that
any Debt or other obligations of a Person existing at the time such Person
becomes a Subsidiary (whether by merger, consolidation, acquisition or
otherwise) shall be deemed to be Incurred by such Subsidiary at the time it
becomes a Subsidiary.  Solely for
purposes of determining compliance with Section 4.03, the following will
not be deemed to be the Incurrence of Debt:


 


(1)  amortization of debt discount or the accretion
of principal with respect to a non-interest bearing or other discount security,


 


(2)  the payment of regularly scheduled interest
in the form of additional Debt of the same instrument or the payment of
regularly scheduled dividends on Capital Stock in the form of additional
Capital Stock of the same class and with the same terms,


 


(3)  the obligation to pay a premium in respect of
Debt arising in connection with the issuance of a notice of redemption or the
making of a mandatory offer to purchase such Debt, and


 


(4)  a change in GAAP that results in an
obligation of such Person that exists at such time, and is not theretofore
classified as Debt, becoming Debt.


 


“Indenture” means this Indenture as amended
or supplemented from time to time.


 


“Independent Financial Advisor” means an
investment banking or accounting firm of national standing or any third party
appraiser of national standing, provided that such firm or appraiser is
not an Affiliate of the Company.


 


“Initial Securities” has the meaning set forth
in the preamble.


 


15





















 


“Interest Rate Agreement” means, for any
Person, any interest rate swap agreement, interest rate cap agreement, interest
rate collar agreement or other similar agreement designed to protect against
fluctuations in interest rates.


 


“Investment” by any Person means any direct
or indirect loan (other than advances to customers in the ordinary course of
business that are recorded as accounts receivable on the balance sheet of such
Person), advance or other extension of credit or capital contribution (by means
of transfers of cash or other Property to others or payments for Property or
services for the account or use of others, or otherwise) to, or Incurrence of a
Guarantee of any obligation of, or purchase or acquisition of Capital Stock,
bonds, notes, debentures or other securities or evidence of Debt issued by, any
other Person.  For purposes of Section 4.04
and Section 4.10 and the definition of “Restricted Payment”, “Investment”
shall include the portion (proportionate to the Company’s equity interest in
such Subsidiary) of the Fair Market Value of the net assets of any Subsidiary
of the Company at the time that such Subsidiary is designated an Unrestricted
Subsidiary; provided, however, that
upon a redesignation of such Subsidiary as a Restricted Subsidiary, the Company
shall be deemed to continue to have a permanent “Investment” in an Unrestricted
Subsidiary of an amount (if positive) equal to:


 


(a)
the Company’s “Investment” in such Subsidiary at the time of such
redesignation, less


 


(b)
the portion (proportionate to the Company’s equity interest in such Subsidiary)
of the Fair Market Value of the net assets of such Subsidiary at the time of
such redesignation.


 


In determining the amount of
any Investment made by transfer of any Property other than cash, such Property
shall be valued at its Fair Market Value at the time of such Investment.


 


“Issue Date” means the date on which the
Offered Securities are initially issued.


 


“Lien” means, with respect to any Property of
any Person, any mortgage or deed of trust, pledge, hypothecation, assignment,
deposit arrangement, security interest, lien, charge, easement (other than any
easement not materially impairing usefulness or marketability), encumbrance,
preference, priority or other security agreement or preferential arrangement of
any kind or nature whatsoever on or with respect to such Property (including
any Capital Lease Obligation, conditional sale or other title retention
agreement having substantially the same economic effect as any of the foregoing
or any Sale and Leaseback Transaction).


 


“Management Services Agreement” means any
contract between the Company or a Restricted Subsidiary and a physician
practice entity for the provision of services by the Company or such Restricted
Subsidiary to such physician practice entity.


 


16





















 


“Merger Agreement” means the agreement and
plan of merger among Oiler Holding Company, Oiler Acquisition Corp. and US
Oncology, Inc. dated March 20, 2004, as in effect on the Issue Date.


 


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


 


“Net Available Cash” from any Asset Sale
means cash payments received therefrom (including any cash payments received by
way of deferred payment of principal pursuant to a note or installment
receivable or otherwise and any proceeds from the sale or other disposition of
any securities received as consideration, but only as and when received, but
excluding any other consideration received in the form of assumption by the
acquiring Person of Debt or other obligations relating to the Property that is
the subject of such Asset Sale or received in any other non-cash form), in each
case net of:


 


(a)
all legal, title and recording tax expenses, commissions and other fees and
expenses incurred, and all U.S. Federal, state, provincial, foreign and local
taxes required to be accrued as a liability under GAAP, as a consequence of
such Asset Sale,


 


(b)
all payments made on any Debt that is secured by any Property subject to such
Asset Sale, in accordance with the terms of any Lien upon or other security
agreement of any kind with respect to such Property, or which must by its
terms, or in order to obtain a necessary consent to such Asset Sale, or by
applicable law, be repaid out of the proceeds from such Asset Sale,


 


(c)
all distributions and other payments required to be made to minority interest
holders in Subsidiaries or joint ventures as a result of such Asset Sale, and


 


(d)
the deduction of appropriate amounts provided by the seller as a reserve, in
accordance with GAAP, against any liabilities associated with the Property
disposed in such Asset Sale and retained by the Company or any Restricted
Subsidiary after such Asset Sale.


 


In addition, to the extent
not otherwise constituting Net Available Cash, any cash, in each case net of
(a)-(d) above, received by the Company or a Restricted Subsidiary in connection
with the formation of a Permitted Joint Venture, or the designation of a
Restricted Subsidiary that is or will become a Permitted Joint Venture as an
Unrestricted Subsidiary, including, without limitation, any proceeds related to
the Incurrence of Debt by such Person or the sale or issuance of Capital Stock
in such Person, shall constitute Net Available Cash.


 


“Offered Securities” has the meaning set
forth in Section 2.01.


 


“Offered Senior Notes” means the $300,000,000
aggregate principal amount of Senior Notes to be issued on the Issue Date.


 


17





















 


“Offering Memorandum” means the confidential
Offering Memorandum dated August 4, 2004, used in connection with the
offering of the Offered Securities.


 


“Officer” means the Chief Executive Officer,
the President, the Chief Financial Officer or any Executive Vice President of
the Company.


 


“Officers’ Certificate” means a certificate
signed by two Officers of the Company, at least one of whom shall be the
principal executive officer or principal financial officer of the Company, and
delivered to the Trustee.


 


“Opinion of Counsel” means a written opinion
from legal counsel who is acceptable to the Trustee.  The counsel may be an employee of or counsel
to the Company or the Trustee.


 


 “Parent”
means US Oncology Holdings, Inc. (formerly known as Oiler Holding Company), a
Delaware corporation.


 


“Parent Board” means the board of directors
of Parent or any committee thereof duly authorized to act on behalf of such
board.


 


“Permitted Holders” means (i) Welsh,
Carson, Anderson & Stowe IX, L.P. and its Affiliates (including, without
limitation, any investment partnership under common control with Welsh, Carson,
Anderson & Stowe IX, L.P.), (ii) any officer, director, employee,
partner, member or stockholder of the manager or general partner of the
foregoing Persons and (iii) any Related Parties with respect to any of the
foregoing Persons.


 


“Permitted Investment” means any Investment
by the Company or a Restricted Subsidiary in:


 


(a)
the Company, any Restricted Subsidiary or any Person that will, upon the making
of such Investment, become a Restricted Subsidiary, provided that the primary
business of such Restricted Subsidiary is a Related Business;


 


(b)
any Person if as a result of such Investment such Person is merged or
consolidated with or into, or transfers or conveys all or substantially all its
Property to, the Company or a Restricted Subsidiary, provided that such
Person’s primary business is a Related Business;


 


(c)
cash and Temporary Cash Investments;


 


(d)
receivables owing to the Company or a Restricted Subsidiary, if created or
acquired in the ordinary course of business and payable or dischargeable in
accordance with customary trade terms; provided, however, that such trade terms may include such concessionary trade
terms as the Company or such Restricted Subsidiary deems reasonable under the
circumstances;


 


18





















 


(e)
payroll, travel and similar advances to cover matters that are expected at the
time of such advances ultimately to be treated as expenses for accounting
purposes and that are made in the ordinary course of business;


 


(f)
loans and advances to employees made in the ordinary course of business
consistent with past practices of the Company or such Restricted Subsidiary, as
the case may be; provided, however,
that such loans and advances do not exceed $3,000,000 at any one time
outstanding;


 


(g)
stock, obligations or other securities received in settlement of debts created
in the ordinary course of business and owing to the Company or a Restricted
Subsidiary or in satisfaction of judgments;


 


(h)
any Person where such Investment was acquired by the Company or any of its
Restricted Subsidiaries (a) in exchange for any other Investment or
accounts receivable held by the Company or any such Restricted Subsidiary in
connection with or as a result of a bankruptcy, workout, reorganization or
recapitalization of the issuer of such other Investment or accounts receivable
or (b) as a result of a foreclosure by the Company or any of its
Restricted Subsidiaries with respect to any secured Investment or other
transfer of title with respect to any secured Investment in default;


 


(i)
any Person to the extent such Investment represents the non-cash portion of the
consideration received in connection with an Asset Sale consummated in
compliance with Section 4.06;


 


(j)
any Person to the extent such Investment is made by the Company or a Restricted
Subsidiary for consideration consisting only of Capital Stock (other than
Disqualified Stock) of the Company;


 


(k)
any Person to the extent such Investment existed on the Issue Date and any
Investment that replaces, refinances or refunds such an Investment, provided
that the new Investment is in an amount that does not exceed the amount
replaced, refinanced or refunded and is made in the same Person as the
Investment replaced, refinanced or refunded;


 


(l)
any Person to the extent such Investment consists of Hedging Obligations
incurred pursuant to clauses (7) or (8) of paragraph (b) of Section 4.03
or Guarantees thereof;


 


(m)
in Permitted Joint Ventures in an aggregate amount outstanding at any one time
not to exceed the greater of (a) $25,000,000 or (b) 3.0% of Total
Tangible Assets (with each Investment being valued as of the date made and
without regard to subsequent changes in value);


 


(n)
in any Permitted Joint Venture to the extent such Investment consists of a
Guarantee of Debt of such Permitted Joint Venture permitted to be Incurred
pursuant to clauses (5) or (16) of paragraph (b) of Section 4.03;


 


19





















 


(o)
loans to affiliated physician groups in an aggregate amount outstanding at any
one time not to exceed the greater of (a) $25,000,000 or (b) 3.0% of
Total Tangible Assets; and


 


(p)
other Investments made for Fair Market Value that do not exceed $40,000,000
outstanding at any one time in the aggregate.


 


The amount of Investments
outstanding at any time pursuant to clause (m), (o) or (p) above shall be
reduced by (A) the net reduction after the Issue Date in Investments made
after the Issue Date pursuant to such clause resulting from dividends,
repayments of loans or advances or other transfers of Property, proceeds
realized on the sale of any such Investment and proceeds representing the
return of the capital, in each case to the Company or any Restricted Subsidiary
in respect of any such Investment, less the cost of the disposition of any such
Investment, and (B) the portion (proportionate to the Company’s equity
interest in such Unrestricted Subsidiary) of the Fair Market Value of the net
assets of an Unrestricted Subsidiary that was designated after the Issue Date
as an Unrestricted Subsidiary pursuant to clause (m), (o) or (p) at the time
such Unrestricted Subsidiary is designated a Restricted Subsidiary; provided, however, that the foregoing sum shall not
exceed, in the case of any Person, the amount of Investments previously made by
the Company or any Restricted Subsidiary pursuant to clause (m), (o) or (p) in
such Person.


 


“Permitted Joint Venture” means a Person
(1) that owns, leases, operates or services a hospital or other
health-care provider for the purpose of developing, operating, conducting or
marketing a Permitted Business and (2) of which the Company or any
Restricted Subsidiary owns a 30% or greater equity interest.


 


“Permitted Refinancing Debt” means any Debt
that Refinances any other Debt, including any successive Refinancings, so long
as:


 


(a)
such Debt is in an aggregate principal amount (or if Incurred with original issue
discount, an aggregate issue price) not in excess of the sum of:


 


(1)  the aggregate principal amount (or if
Incurred with original issue discount, the aggregate accreted value) then
outstanding of the Debt being Refinanced, and


 


(2)  an amount necessary to pay any fees and
expenses, including premiums and defeasance costs, related to such Refinancing,


 


(b)
the Average Life of such Debt is equal to or greater than the Average Life of
the Debt being Refinanced,


 


(c)
the Stated Maturity of such Debt is no earlier than the Stated Maturity of the
Debt being Refinanced,


 


(d)
the new Debt shall not be senior in right of payment to the Debt that is being
Refinanced, and


 


20





















 


(e)
to the extent such Debt directly or indirectly Refinances Debt of a Restricted
Subsidiary Incurred pursuant to clause (6) of paragraph (b) of Section 4.03,
such Refinancing Debt shall be Incurred only by such Restricted Subsidiary;


 


provided, however,
that Permitted Refinancing Debt shall not include:


 


(x)  Debt of a Subsidiary that is not a Subsidiary
Guarantor that Refinances Debt of the Company or a Subsidiary Guarantor, or


 


(y)  Debt of the Company or a Restricted
Subsidiary that Refinances Debt of an Unrestricted Subsidiary.


 


“Person” means any individual, corporation,
company (including any limited liability company), association, partnership,
joint venture, trust, unincorporated organization, government or any agency or
political subdivision thereof or any other entity.


 


“PPM Asset Sales” means sales of assets to
physician practice entities or to physicians affiliated with physician practice
entities in connection with the termination or modification of the Management
Services Agreement in effect on the Issue Date with such physician practice
entities or such affiliated physicians.


 


“Preferred Stock” means any Capital Stock of
a Person, however designated, which entitles the holder thereof to a preference
with respect to the payment of dividends, or as to the distribution of assets
upon any voluntary or involuntary liquidation or dissolution of such Person,
over shares of any other class of Capital Stock issued by such Person.


 


“Preferred Stock Dividends” means all
dividends with respect to Preferred Stock of Restricted Subsidiaries held by
Persons other than the Company or a Restricted Subsidiary (except to the extent
paid in Capital Stock (other than Disqualified Stock)).  The amount of any such dividend shall be
equal to the quotient of such dividend divided by the difference between one
and the maximum statutory Federal income rate (expressed as a decimal number
between 1 and 0) then applicable to the issuer of such Preferred Stock.


 


“principal” of any Debt (including the
Securities) means the principal amount of such Debt plus the premium, if any,
on such Debt.


 


“pro forma” means, with respect to any
calculation made or required to be made pursuant to the terms hereof, a
calculation performed in accordance with Article XI of Regulation S-X
promulgated under the Securities Act, as interpreted in good faith by the chief
financial officer of the Company after consultation with the independent
certified public accountants of the Company, except that any such pro forma
calculation may include operating expense reductions for such period attributable
to the transaction to which pro forma effect is being given (including, without
limitation, operating expense reductions attributable to execution or
termination of any contract, reduction of costs


 


21





















 


related to administrative functions, the termination of any employees
or the closing (or the approval by the Board of Directors of the closing) of
any facility) that have been realized or for which all steps necessary for the
realization of which have been taken or are reasonably expected to be taken
within six months following such transaction, provided, that such
adjustments are set forth in an Officers’ Certificate which states (i) the
amount of such adjustment or adjustments and (ii) that such adjustment or
adjustments are based on the reasonable good faith beliefs of the Officers
executing such Officers’ Certificate.


 


“Property” means, with respect to any Person,
any interest of such Person in any kind of property or asset, whether real,
personal or mixed, or tangible or intangible, including Capital Stock in, and
other securities of, any other Person. 
For purposes of any calculation required pursuant to this Indenture, the
value of any Property shall be its Fair Market Value.


 


“Qualified Equity Offering” means (1) an
underwritten primary public offering of common stock of the Company or Parent
pursuant to an effective registration statement under the Securities Act or
(2) any private placement of common stock of the Company or Parent to any
Person who is not a Subsidiary of the Company or an employee stock ownership
plan or trust established by the Company or any such Subsidiary for the benefit
of their employees.


 


“Refinance” means, in respect of any Debt, to
refinance, extend, renew, refund, repay, prepay, repurchase, redeem, defease or
retire, or to issue other Debt, in exchange or replacement for, such Debt.  “Refinanced” and “Refinancing” shall have
correlative meanings.


 


“Registration Agreement” means the
Registration Rights Agreement dated August 4, 2004, between the Company,
Citigroup Global Markets Inc., J.P. Morgan Securities Inc., Wachovia Capital
Markets, LLC, and Deutsche Bank Securities Inc., as Initial Purchasers,
relating to the Original Securities, or any similar agreement relating to any
additional Initial Securities.


 


“Registered Exchange Offer” means the offer
by the Company, pursuant to a Registration Agreement, to certain holders of
Initial Securities, to issue and deliver to such holders, in exchange for the
Initial Securities, a like aggregate principal amount of Exchange Securities
registered under the Securities Act.


 


“Related Business” means any business that is
related, ancillary or complementary to the businesses of the Company and the
Restricted Subsidiaries on the Issue Date.


 


“Related Parties” means, with respect to any
specified Person at any specified time,


 


(1)  if a natural person, (A) any spouse,
parent or lineal descendant (including by adoption) of such Person or
(B) the estate of such Person during any


 


22





















 


period
in which such estate holds Capital Stock of Parent or of the Company for the
benefit of any Person referred to in clause (1)(A), and


 


(2)  if a trust, corporation, partnership, limited
liability company or other entity, any other Person that controls such Person
at such time.  For the purposes of this
definition, “control” when used with respect to any Person means the power to
direct the management and policies of such Person, directly or indirectly,
whether through the ownership of voting securities, by contract or otherwise.


 


“Repay” means, in respect of any Debt, to
repay, prepay, repurchase, redeem, legally defease or otherwise retire such
Debt.  “Repayment” and “Repaid” shall
have correlative meanings.


 


“Representative” means the trustee, agent or
representative expressly authorized to act in such capacity, if any, for an
issue of Senior Debt.


 


“Restricted Payment” means:


 


(a)
any dividend or distribution (whether made in cash, securities or other
Property) declared or paid on or with respect to any shares of Capital Stock of
the Company or any Restricted Subsidiary (including any payment in connection
with any merger or consolidation with or into the Company or any Restricted
Subsidiary), except for any dividend or distribution that is made solely to the
Company or a Restricted Subsidiary (and, if the Restricted Subsidiary making
such dividend or distribution is not a Wholly Owned Restricted Subsidiary, such
dividend or distribution is made to the other holders of Capital Stock of such
Restricted Subsidiary on a pro  rata basis or on a basis that
results in the receipt by the Company or a Restricted Subsidiary of dividends
or distributions of greater value than it would receive on a pro rata basis) or
any dividend or distribution payable solely in shares of Capital Stock (other
than Disqualified Stock) of the Company;


 


(b)
the purchase, repurchase, redemption, acquisition or retirement for value of
any Capital Stock of the Company or any Restricted Subsidiary (other than from
the Company or a Restricted Subsidiary) or any securities exchangeable for or
convertible into any such Capital Stock, including (1) in connection with
any merger, consolidation or amalgamation and (2) the exercise of any
option to exchange any Capital Stock (other than for or into Capital Stock of
the Company that is not Disqualified Stock);


 


(c)
the purchase, repurchase, redemption, acquisition or retirement for value,
prior to the date for any scheduled maturity, sinking fund or amortization or
other installment payment, of any Subordinated Obligation (other than
(1) the purchase, repurchase or other acquisition of any Subordinated
Obligation purchased in anticipation of satisfying a scheduled maturity,
sinking fund or amortization or other installment obligation, in each case due
within one year of


 


23





















 


the date of acquisition or
(2) the redemption of the subordinated physician notes in connection with
conversions of physician management practice entities and/or physicians
affiliated with such physician management practice entities to the service line
structure or the termination of a Management Services Agreement as in effect on
the Issue Date;


 


(d)
any Investment (other than Permitted Investments) in any Person; or


 


(e)
the issuance, sale or other disposition of Capital Stock of any Restricted
Subsidiary to a Person other than the Company or another Restricted Subsidiary
if the result thereof is that such Restricted Subsidiary shall cease to be a
Restricted Subsidiary, in which event the amount of such “Restricted Payment”
shall be the Fair Market Value of the remaining interest, if any, in such
former Restricted Subsidiary held by the Company and the other Restricted
Subsidiaries, unless such issuance, sale or other disposition is classified as
a Permitted Investment.


 


“Restricted Subsidiary” means any Subsidiary
of the Company other than an Unrestricted Subsidiary.


 


“S&P” means Standard & Poor’s Ratings
Services or any successor to the rating agency business thereof.


 


“Sale and Leaseback Transaction” means any
direct or indirect arrangement relating to Property now owned or hereafter
acquired whereby the Company or a Restricted Subsidiary transfers such Property
to another Person and the Company or a Restricted Subsidiary leases it from
such Person.


 


“SEC” means the Securities and Exchange
Commission.


 


“Securities” has the meaning set forth in the
preamble.


 


“Securities Act” means the Securities Act of
1933.


 


“Senior Debt” of the Company means:


 


(a)
all obligations consisting of the principal, premium, if any, and accrued and
unpaid interest (including interest accruing on or after the filing of any
petition in bankruptcy or for reorganization relating to the Company to the
extent post-filing interest is allowed in such proceeding) in respect of:


 


(1)  Debt of the Company for borrowed money, and


 


(2)  Debt of the Company evidenced by notes,
debentures, bonds or other similar instruments permitted under this Indenture
for the payment of which the Company is responsible or liable;


 


24





















 


(b)
all Capital Lease Obligations of the Company and all Attributable Debt in
respect of Sale and Leaseback Transactions entered into by the Company;


 


(c)
all obligations of the Company


 


(1)  for the reimbursement of any obligor on any
letter of credit, bankers’ acceptance or similar credit transaction,


 


(2)  under Hedging Obligations, or


 


(3)  issued or assumed as the deferred purchase
price of Property and all conditional sale obligations of the Company and all
obligations under any title retention agreement permitted under this Indenture;
and


 


(d)
all obligations of other Persons of the type referred to in clauses (a), (b)
and (c) for the payment of which the Company is responsible or liable as
Guarantor;


 


provided, however,
that Senior Debt shall not include:


 


(A)  Debt of the Company that is by its terms
subordinate or pari passu in right of payment to the Securities, including any
Senior Subordinated Debt or any Subordinated Obligations;


 


(B)  that portion of any Debt Incurred in
violation of the provisions of this Indenture; provided, however, that such Debt shall be deemed not
to have been Incurred in violation of this Indenture for purposes of this
clause (B) if (x) the holders of such Debt or their Representative or the
Company shall have furnished to the Trustee an opinion of nationally recognized
independent legal counsel addressed to the Trustee (which legal counsel may, as
to matters of fact, rely upon an Officers’ Certificate) to the effect that the
Incurrence of such Debt does not violate the provisions of this Indenture or
(y) such Debt consists of Debt under the Credit Facilities and holders of
such Debt or their Representative (A) had no actual knowledge at the time
of the Incurrence that the Incurrence of such Debt violated this Indenture and
(B) shall have received an Officers’ Certificate to the effect that the
Incurrence of such Debt does not violate provisions of this Indenture;


 


(C)  accounts payable or any other obligations of
the Company to trade creditors created or assumed by the Company in the
ordinary course of business in connection with the obtaining of materials or
services (including Guarantees thereof or instruments evidencing such
liabilities);


 


(D)  any liability for U.S. Federal, state, local
or other taxes owed or owing by the Company;


 


(E)  any obligation of the Company to any
Subsidiary; or


 


25


















 


(F)  any obligations with respect to any
Capital Stock of the Company.


 


“Senior Debt” of any Subsidiary Guarantor has
a correlative meaning.


 


“Senior Exchange Notes” means the debt
securities of the Company issued pursuant to the indenture governing the Senior
Notes in exchange for, and in an aggregate principal amount equal to, the
Senior Notes, in compliance with the terms of the Registration Agreement.


 


“Senior Notes” means the 9% Senior
Notes due 2012 of the Company.


 


“Senior Subordinated Debt” of the Company
means the Securities and any other subordinated Debt of the Company that
specifically provides that such Debt is to rank pari passu with the Securities
and is not subordinated by its terms to any other subordinated Debt or other
obligation of the Company which is not Senior Debt.  “Senior Subordinated Debt” of any Subsidiary
Guarantor has a correlative meaning.


 


“Shelf Registration Statement” means a
registration statement issued by the Company in connection with the offer and
sale of Initial Securities or Private Exchange Securities (as defined in the
Registration Agreement) pursuant to the Registration Agreement.


 


“Significant Subsidiary” means any
Subsidiary that would be a “Significant Subsidiary” of the Company within the
meaning of Rule 1-02 under Regulation S-X promulgated by the SEC.


 


“Stated Maturity” means, with respect
to any security, the date specified in such security as the fixed date on which
the payment of principal of such security is due and payable, including
pursuant to any mandatory redemption provision (but excluding any provision
providing for the repurchase of such security at the option of the holder
thereof upon the happening of any contingency beyond the control of the issuer
unless such contingency has occurred).


 


“Subordinated Obligation” means any
Debt of the Company or any Subsidiary Guarantor (whether outstanding on the
Issue Date or thereafter Incurred) that is subordinate or junior in right of
payment to the Securities or the applicable Subsidiary Guarantee pursuant to a
written agreement to that effect.


 


“Subsidiary” means, in respect of any
Person, any corporation, company (including any limited liability company),
association, partnership, joint venture or other business entity of which a
majority of the total voting power of the Voting Stock is at the time owned or
controlled, directly or indirectly, by:


 


(a) such Person,


 


(b) such Person and one or more Subsidiaries
of such Person, or


 


26





















 


(c) one or more Subsidiaries of such Person.


 


“Subsidiary Guarantor” means each
Domestic Restricted Subsidiary and any other Person that becomes a Subsidiary
Guarantor pursuant to Section 4.13.


 


“Subsidiary Guarantee” means a
Guarantee on the terms set forth in this Indenture by a Subsidiary Guarantor of
the Company’s obligations with respect to the Securities.


 


“Temporary Cash Investments” means any
of the following:


 


(a) Investments in U.S. Government
Obligations maturing within 365 days of the date of acquisition thereof;


 


(b) Investments
in time deposit accounts, certificates of deposit and money market deposits
maturing within 270 days of the date of acquisition thereof issued by a bank or
trust company organized under the laws of the United States of America or
any state thereof or any foreign country recognized by the United States of
America, which bank or trust company has capital, surplus and undivided profits
aggregating in excess of $500,000,000 and whose long-term debt is rated “A-3”
or “A-” or higher according to Moody’s or S&P (or such similar equivalent
rating by at least one “nationally recognized statistical rating organization”
(as defined in Rule 436 under the Securities Act));


 


(c) repurchase
obligations with a term of not more than 30 days for underlying securities of
the types described in clause (a) entered into with:


 


(1)  a bank meeting the qualifications
described in clause (b) above, or


 


(2)  any primary government securities
dealer reporting to the Market Reports Division of the Federal Reserve Bank of
New York;


 


(d)
Investments in commercial paper, maturing not more than 90 days after the date
of acquisition, issued by a corporation (other than an Affiliate of the
Company) organized and in existence under the laws of the United States of
America or any foreign country recognized by the United States of America with
a rating at the time as of which any Investment therein is made of “P-1” (or
higher) according to Moody’s or “A-1” (or higher) according to S&P (or such
similar equivalent rating by at least one “nationally recognized statistical
rating organization” (as defined in Rule 436 under the Securities Act));


 


(e) direct
obligations (or certificates representing an ownership interest in such
obligations) of any state of the United States of America or any political
subdivision thereof (including any agency or instrumentality of any such state
or political subdivision thereof) for the payment of which the full faith and
credit of such state is pledged and which are not callable or redeemable at the
issuer’s option, provided that:


 


27





















 


(1)  the long-term debt of such state is
rated “A-3” or “A-” or higher according to Moody’s or S&P (or such similar
equivalent rating by at least one “nationally recognized statistical rating
organization” (as defined in Rule 436 under the Securities Act)), and


 


(2)  such obligations mature within 180
days of the date of acquisition thereof; and


 


(f) investment
in funds which invest all or substantially all of their assets in Temporary
Cash Investments of the kind described in clauses (a) through (e) of this
definition.


 


“TIA” means the Trust Indenture Act of
1939 (15 U.S.C. §§ 77aaa-77bbbb) as in effect on the date of this Indenture; provided, however, that, in the event the TIA is amended
after such date, “Trust Indenture Act” means, to the extent required by any
such amendments, the Trust Indenture Act of 1939 as so amended.


 


“Total Tangible Assets” means, as of
any date of determination, the sum of the amounts that would appear on a
consolidated balance sheet of the Company and its consolidated Restricted
Subsidiaries as the total assets (less, to the extent not deducted in the
determination of total assets, accumulated depreciation and amortization,
allowances for doubtful receivables, other applicable reserves and other
properly deductible items) of the Company and its Restricted Subsidiaries,
after giving effect to purchase accounting and after deducting therefrom, to
the extent otherwise included, the amounts of (without duplication):


 


(a) the excess
of cost over Fair Market Value of Property;


 


(b) any
revaluation or other write-up in book value of assets subsequent to the last
day of the fiscal quarter of the Company immediately preceding the Issue Date
as a result of a change in the method of valuation in accordance with GAAP;


 


(c)
unamortized debt discount and expenses and other unamortized deferred charges,
goodwill, patents, trademarks, service marks, trade names, copyrights,
licenses, organization or developmental expenses, Management Services
Agreements and other intangible items as to which Statement of Financial
Accounting Standards No. 142, “Goodwill and Other Intangible Assets”
applies;


 


(d) minority
interests in consolidated Subsidiaries held by Persons other than the Company
or any Restricted Subsidiary;


 


(e) treasury
stock;


 


(f) cash or
securities set aside and held in a sinking or other analogous fund established
for the purpose of redemption or other retirement of Capital Stock; and


 


28





















 


(g)
Investments in and Property of Unrestricted Subsidiaries (other than Permitted
Joint Ventures).


 


“Transactions” means the merger
contemplated by the Merger Agreement and each other transaction contemplated
thereby, all as more fully described in the Offering Memorandum.


 


“Trustee” means LaSalle Bank National
Association, a national banking association, until a successor replaces it and,
thereafter, means the successor.


 


“Trust Officer” means any officer
within the Corporate Trust Administration department of the Trustee (or any
successor group of the trustee) with direct responsibility for the
administration of this Indenture and also means, with respect to a particular
corporate trust matter, any other officer to whom such matter is referred
because of his knowledge of and familiarity with the particular subject.


 


“Unrestricted Subsidiary” means:


 


(a) Southeast
Texas Cancer Centers, L.P., Cancer Treatment Associates of Northeast Missouri,
Ltd., Colorado Cancer Centers, LLC, AOR Real Estate of Greenville, L.P., The
Carroll County Cancer Center, Limited Partnership, Oregon Cancer Center, Ltd.,
US Oncology Pharmacy GPO, L.P., AOR Management Company of Kansas, Inc. and East
Indy CC, LLC;


 


(b) any
Subsidiary of the Company that is designated after the Issue Date as an
Unrestricted Subsidiary as permitted or required pursuant to Section 4.10
and is not thereafter redesignated as a Restricted Subsidiary as permitted
pursuant thereto; and


 


(c) any
Subsidiary of an Unrestricted Subsidiary.


 


“U.S. Government Obligations” means
direct obligations (or certificates representing an ownership interest in such
obligations) of the United States of America (including any agency or
instrumentality thereof) for the payment of which the full faith and credit of
the United States of America is pledged and which are not callable or
redeemable at the issuer’s option.


 


“Voting Stock” of any Person means all
classes of Capital Stock or other interests (including partnership interests)
of such Person then outstanding and normally entitled (without regard to the
occurrence of any contingency) to vote in the election of directors, managers
or trustees thereof.


 


“Wholly Owned Restricted Subsidiary”
means, at any time, a Restricted Subsidiary all the Voting Stock of which
(except directors’ qualifying shares) is at such time owned, directly or
indirectly, by the Company and its other Wholly Owned Subsidiaries.


 


29





















 


SECTION 1.02.  Other Definitions.


 




	
  Term

  	
   

  	
  Defined in

  Section

  
	
  “Affiliate Transaction”

  	
   

  	
  4.08

  
	
  “Bankruptcy Law”

  	
   

  	
  6.01

  
	
  “Change of Control Offer”

  	
   

  	
  4.12

  
	
  “Change of Control Payment Date”

  	
   

  	
  4.12

  
	
  “Change of Control Purchase Price”

  	
   

  	
  4.12

  
	
  “covenant defeasance option”

  	
   

  	
  8.01

  
	
  “Custodian”

  	
   

  	
  6.01

  
	
  “Event of Default”

  	
   

  	
  6.01

  
	
  “Exchange Security”

  	
   

  	
  Appendix A

  
	
  “Global Security”

  	
   

  	
  Appendix A

  
	
  “legal defeasance option”

  	
   

  	
  8.01

  
	
  “Legal Holiday”

  	
   

  	
  13.08

  
	
  “Obligations”

  	
   

  	
  11.01

  
	
  “Offer Amount”

  	
   

  	
  4.06

  
	
  “Offer Period”

  	
   

  	
  4.06

  
	
  “OID”

  	
   

  	
  2.01

  
	
  “Offered Securities”

  	
   

  	
  2.01

  
	
  “pay the Securities”

  	
   

  	
  10.03

  
	
  “Paying Agent”

  	
   

  	
  2.04

  
	
  “Payment Blockage Notice”

  	
   

  	
  10.03

  
	
  “Payment Blockage Period”

  	
   

  	
  10.03

  
	
  “Permitted Debt”

  	
   

  	
  4.03

  
	
  “Permitted Junior Securities”

  	
   

  	
  10.02

  
	
  “Prepayment Offer”

  	
   

  	
  4.06

  
	
  “Registered Exchange Offer

  	
   

  	
  Appendix A

  
	
  “Registrar”

  	
   

  	
  2.04

  
	
  “Shelf Registration Statement

  	
   

  	
  Appendix A

  
	
  “Surviving Person”

  	
   

  	
  5.01

  






 


SECTION 1.03.  Incorporation by
Reference of Trust Indenture Act. 
This Indenture is subject to the mandatory provisions of the TIA, which
are incorporated by reference in and made a part of this Indenture.  The following TIA terms have the following
meanings:


 


“Commission”
means the SEC.


 


“indenture
securities” means the Securities and the Subsidiary Guarantees.


 


“indenture
security holder” means a Securityholder.


 


“indenture to
be qualified” means this Indenture.


 


“indenture
trustee” or “institutional trustee” means the Trustee.


 


30





















 


“obligor” on
the indenture securities means the Company, each Subsidiary Guarantor and any
other obligor on the indenture securities.


 


All other TIA
terms used in this Indenture that are defined by the TIA, defined by TIA
reference to another statute or defined by SEC rule have the meanings assigned
to them by such definitions.


 


SECTION 1.04.  Rules of
Construction.  Unless the context
otherwise requires:


 


(1)  a
term has the meaning assigned to it;


 


(2)  an
accounting term not otherwise defined has the meaning assigned to it in
accordance with GAAP;


 


(3)  “or”
is not exclusive;


 


(4)  “including”
means including without limitation;


 


(5)  words
in the singular include the plural and words in the plural include the
singular;


 


(6)  unsecured Debt shall not be deemed to
be subordinate or junior to secured Debt merely by virtue of its nature as
unsecured Debt;


 


(7)  the principal amount of any
noninterest bearing or other discount security at any date shall be the
principal amount thereof that would be shown on a balance sheet of the issuer
dated such date prepared in accordance with GAAP; and


 


(8)  the principal amount of any Preferred
Stock shall be the greater of (i) the maximum liquidation value of such
Preferred Stock or (ii) the maximum mandatory redemption or mandatory
repurchase price with respect to such Preferred Stock.


 


ARTICLE II


 


The Securities


 


SECTION 2.01.  Amount of Securities;
Issuable in Series.  The aggregate
principal amount of Securities which may be authenticated and delivered under
this Indenture is unlimited, subject to compliance with Section 4.03.  All Securities shall be identical in all
respects other than issue prices and issuance dates.  The Securities may be issued in one or more
series; provided, however, that any
Securities issued with original issue discount (“OID”) for Federal income tax
purposes shall not be issued as part of the same series as any Securities that
are issued with a different amount of OID or are not issued with OID.  All Securities of any one series shall be
substantially identical except as to denomination.


 


31





















 


Subject to Section 2.03, the Trustee
shall authenticate Securities for original issue on the Issue Date in the
aggregate principal amount of $275,000,000 (the “Offered Securities”).  With respect to any Securities issued after
the Issue Date (except for Securities authenticated and delivered upon
registration of transfer of, or in exchange for, or in lieu of, Original
Securities pursuant to Section 2.07, 2.08, 2.09 or 3.06 or Appendix A),
there shall be established in or pursuant to a resolution of the Board of
Directors, and subject to Section 2.03, set forth, or determined in the
manner provided in an Officers’ Certificate, or established in one or more
indentures supplemental hereto, prior to the issuance of such Securities:


 


(1)  whether such Securities shall be
issued as part of a new or existing series of Securities and the title of such
Securities (which shall distinguish the Securities of the series from
Securities of any other series);


 


(2)  the aggregate principal amount of such
Securities that may be authenticated and delivered under this Indenture is
unlimited (except for Securities authenticated and delivered upon registration
of transfer of, or in exchange for, or in lieu of, other Securities of the same
series pursuant to Section 2.07, 2.08, 2.09 or 3.06 or Appendix A and except
for Securities which, pursuant to Section 2.03, are deemed never to have
been authenticated and delivered hereunder), subject to compliance with Section
4.03;


 


(3)  the issue price and issuance date of
such Securities, including the date from which interest on such Securities
shall accrue;


 


(4)  if applicable, that such Securities
shall be issuable in whole or in part in the form of one or more Global
Securities and, in such case, the respective depositories for such Global
Securities, the form of any legend or legends that shall be borne by any such
Global Security in addition to or in lieu of that set forth in Exhibit 1 to
Appendix A and any circumstances in addition to or in lieu of those set forth
in Section 2.3 of Appendix A in which any such Global Security may be
exchanged in whole or in part for Securities registered, and any transfer of
such Global Security in whole or in part may be registered, in the name or
names of Persons other than the depository for such Global Security or a
nominee thereof; and


 


(5)  if applicable, that such Securities
shall not be issued in the form of Initial Securities subject to Appendix A,
but shall be issued in the form of Exchange Securities as set forth in Exhibit
A.


 


If any of the terms of any series are
established by action taken pursuant to a resolution of the Board of Directors,
a copy of an appropriate record of such action shall be certified by the
Secretary or any Assistant Secretary of the Company and delivered to the
Trustee at or prior to the delivery of the Officers’ Certificate or the
indenture supplemental hereto setting forth the terms of the series.


 


32





















 


SECTION 2.02.  Form and Dating.  Provisions relating to the Initial Securities
of each series and the Exchange Securities are set forth in Appendix A, which
is hereby incorporated in and expressly made part of this Indenture.  The Initial Securities of each series and the
Trustee’s certificate of authentication shall be substantially in the form of
Exhibit 1 to Appendix A which is hereby incorporated in and expressly made a
part of this Indenture.  The Exchange
Securities and the Trustee’s certificate of authentication shall be
substantially in the form of Exhibit A, which is hereby incorporated in and
expressly made a part of this Indenture. 
The Securities of each series may have notations, legends or
endorsements required by law, stock exchange rule, agreements to which the
Company is subject, if any, or usage, provided that any such notation, legend
or endorsement is in a form reasonably acceptable to the Company.  Each Security shall be dated the date of its
authentication.  The terms of the
Securities of each series set forth in Exhibit 1 to Appendix A and Exhibit A
are part of the terms of this Indenture.


 


SECTION 2.03.  Execution and
Authentication.  Two Officers shall
sign the Securities for the Company by manual or facsimile signature.  The Company’s seal may be impressed, affixed,
imprinted or reproduced on the Securities and may be in facsimile form.


 


If an Officer whose signature is on a
Security no longer holds that office at the time the Trustee authenticates the
Security, the Security shall be valid nevertheless.


 


At any time and from time to time after the
execution and delivery of this Indenture, the Company may deliver Securities of
any series executed by the Company to the Trustee for authentication, together
with a written order of the Company in the form of an Officers’ Certificate for
the authentication and delivery of such Securities, and the Trustee in
accordance with such written order of the Company shall authenticate and
deliver such Securities.


 


A Security shall not be valid until an
authorized signatory of the Trustee manually signs the certificate of
authentication on the Security.  The
signature shall be conclusive evidence that the Security has been authenticated
under this Indenture.


 


The Trustee may appoint an authenticating
agent reasonably acceptable to the Company to authenticate the Securities.  Any such appointment shall be evidenced by an
instrument signed by the Trustee, a copy of which shall be furnished to the
Company.  Unless limited by the terms of
such appointment, an authenticating agent may authenticate Securities whenever
the Trustee may do so.  Each reference in
this Indenture to authentication by the Trustee includes authentication by such
agent.  An authenticating agent has the
same rights as any Registrar, Paying Agent or agent for service of notices and
demands.


 


SECTION 2.04.  Registrar and Paying
Agent.  The Company shall maintain an
office or agency where Securities may be presented for registration of transfer
or for exchange (the “Registrar”) and an office or agency where Securities may
be presented for payment (the “Paying Agent”). 
The Registrar shall keep a register of the


 


33





















 


Securities and of their transfer and exchange.  The Company may have one or more
co-registrars and one or more additional paying agents.  The term “Registrar” includes any
co-registrar.  The term “Paying Agent”
includes any additional paying agent.


 


The Company shall enter into an appropriate
agency agreement with any Registrar or Paying Agent not a party to this
Indenture, which shall incorporate the terms of the TIA.  The agreement shall implement the provisions
of this Indenture that relate to such agent. 
The Company shall notify the Trustee of the name and address of any such
agent.  If the Company fails to maintain
a Registrar or Paying Agent, the Trustee shall act as such and shall be
entitled to appropriate compensation therefor pursuant to
Section 7.07.  The Company or any of
its domestically incorporated Wholly Owned Subsidiaries may act as Paying
Agent, Registrar or transfer agent.


 


The Company initially appoints the Trustee as
Registrar and Paying Agent in connection with the Securities.


 


The Company may remove any Registrar or
Paying Agent upon written notice to such Registrar or Paying Agent and to the
Trustee; provided, however, that no such removal shall become
effective until (i) acceptance of an appointment by a successor as
evidenced by an appropriate agreement entered into by the Company and such
successor Registrar or Paying Agent, as the case may be, and delivered to the
Trustee or (ii) notification to the Trustee that the Trustee shall serve
as Registrar or Paying Agent until the appointment of a successor in accordance
with clause (i) above.  The
Registrar or Paying Agent may resign at any time upon written notice to the Company
and the Trustee.


 


SECTION 2.05.  Paying Agent To Hold
Money in Trust.  On or prior to each
due date of the principal and interest on any Security, the Company shall
deposit with the Paying Agent a sum sufficient to pay such principal and
interest when so becoming due.  The
Company shall require each Paying Agent (other than the Trustee) to agree in
writing that the Paying Agent shall hold in trust for the benefit of
Securityholders or the Trustee all money held by the Paying Agent for the
payment of principal of or interest on the Securities and shall notify the
Trustee of any default by the Company in making any such payment.  If the Company or a Wholly Owned Subsidiary
acts as Paying Agent, it shall segregate the money held by it as Paying Agent
and hold it as a separate trust fund. 
The Company at any time may require a Paying Agent to pay all money held
by it to the Trustee and to account for any funds disbursed by the Paying
Agent.  Upon complying with this Section,
the Paying Agent shall have no further liability for the money delivered to the
Trustee.


 


SECTION 2.06.  Securityholder
Lists.  The Trustee shall preserve in
as current a form as is reasonably practicable the most recent list available
to it of the names and addresses of Securityholders and shall otherwise comply
with TIA § 312(a).  If the Trustee is not
the Registrar, the Company shall furnish to the Trustee, in writing at least
five Business Days before each interest payment date and at such other times as
the Trustee may request in writing, a list in such form and as of such date as
the Trustee may reasonably require of the names and addresses of
Securityholders.


 


34





















 


SECTION 2.07.  Replacement
Securities.  If a mutilated Security
is surrendered to the Registrar or if the Holder of a Security claims that such
Security has been lost, destroyed or wrongfully taken, the Company shall issue
and the Trustee shall authenticate a replacement Security if the requirements
of Section 8-405 of the Uniform Commercial Code are met and the Holder satisfies
any other reasonable requirements of the Trustee.  If required by the Trustee or the Company,
such Holder shall furnish an indemnity bond sufficient in the judgment of the
Company and the Trustee to protect the Company, the Trustee, the Paying Agent
and the Registrar from any loss which any of them may suffer if a Security is
replaced.  The Company and the Trustee
may charge the Holder for their expenses in replacing a Security.


 


Every replacement Security is an additional
obligation of the Company.


 


SECTION 2.08.  Outstanding
Securities.  Securities outstanding
at any time are all Securities authenticated by the Trustee except for those
canceled by it, those delivered to it for cancelation and those described in
this Section as not outstanding.  A Security
does not cease to be outstanding because the Company or an Affiliate of the
Company holds the Security.


 


If a Security is replaced pursuant to
Section 2.07, it ceases to be outstanding unless the Trustee and the
Company receive proof satisfactory to them that the replaced Security is held
by a bona fide purchaser.


 


If the Paying Agent segregates and holds in
trust, in accordance with this Indenture, on a redemption date or maturity date
money sufficient to pay all principal and interest payable on that date with
respect to the Securities (or portions thereof) to be redeemed or maturing, as
the case may be, and the Paying Agent is not prohibited from paying such money
to the Securityholders on that date pursuant to the terms of this Indenture,
then on and after that date such Securities (or portions thereof) cease to be
outstanding and interest on them ceases to accrue.


 


SECTION 2.09.  Temporary
Securities.  Until definitive
Securities are ready for delivery, the Company may prepare and the Trustee shall
authenticate temporary Securities. 
Temporary Securities shall be substantially in the form of definitive
Securities but may have variations that the Company considers appropriate for
temporary Securities.  Without
unreasonable delay, the Company shall prepare and the Trustee shall
authenticate definitive Securities and deliver them in exchange for temporary
Securities.


 


SECTION 2.10.  Cancelation.  The Company at any time may deliver
Securities to the Trustee for cancelation. 
The Registrar and the Paying Agent shall forward to the Trustee any
Securities surrendered to them for registration of transfer, exchange or
payment.  The Trustee and no one else
shall cancel and destroy (subject to the record retention requirements of the
Exchange Act) all Securities surrendered for registration of transfer,
exchange, payment or cancelation and deliver a certificate of such destruction
to the Company unless the Company directs the Trustee to deliver canceled


 


35





















 


Securities to the Company.  The
Company may not issue new Securities to replace Securities it has redeemed,
paid or delivered to the Trustee for cancelation.


 


SECTION 2.11.  Defaulted Interest.  If the Company defaults in a payment of
interest on the Securities, the Company shall pay the defaulted interest (plus
interest on such defaulted interest to the extent lawful) in any lawful
manner.  The Company may pay the
defaulted interest to the persons who are Securityholders on a subsequent
special record date.  The Company shall
fix or cause to be fixed any such special record date and payment date to the
reasonable satisfaction of the Trustee and shall promptly mail to each
Securityholder a notice that states the special record date, the payment date
and the amount of defaulted interest to be paid.


 


SECTION 2.12.  CUSIP Numbers.  The Company in issuing the Securities may use
“CUSIP” numbers and corresponding “ISIN” numbers (if then generally in use)
and, if so, the Trustee shall use “CUSIP” numbers in notices of redemption as a
convenience to Holders; provided,
however, that neither the Company nor the Trustee shall have any
responsibility for any defect in the “CUSIP” number that appears on any
Security, check, advice of payment or redemption notice, and any such notice
may state that no representation is made as to the correctness of such numbers
either as printed on the Securities or as contained in any notice of a
redemption and that reliance may be placed only on the other identification
numbers printed on the Securities, and any such redemption shall not be
affected by any defect in or omission of such numbers.


 


ARTICLE III


 


Redemption


 


SECTION 3.01.  Notices to Trustee.  If the Company elects to redeem Securities
pursuant to paragraph 5 of the Securities it shall notify the Trustee in
writing of the redemption date, the principal amount of Securities to be
redeemed and that such redemption is being made pursuant to paragraph 5 of the
Securities.


 


The Company shall give each notice to the
Trustee provided for in this Section in connection with a redemption
pursuant to paragraph 5 of the Securities at least 45 days before the
redemption date unless the Trustee consents to a shorter period.  Such notice shall be accompanied by an
Officers’ Certificate and an Opinion of Counsel from the Company to the effect
that such redemption will comply with the conditions herein.


 


SECTION 3.02.  Selection of
Securities To Be Redeemed.  If fewer
than all the Securities are to be redeemed, the Trustee shall select the
Securities to be redeemed pro rata or by lot or by a method that complies with
applicable legal and securities exchange requirements, if any, and that the
Trustee considers fair and appropriate and in accordance with methods generally
used at the time of selection by fiduciaries in similar circumstances.  The Trustee shall make the selection from
outstanding Securities not previously called for redemption.  The Trustee may select for redemption
portions of the principal of Securities that have denominations larger than
$1,000.  Securities and portions of them
the Trustee selects shall be in amounts of $1,000


 


36





















 


or a whole multiple of $1,000. 
Provisions of this Indenture that apply to Securities called for
redemption also apply to portions of Securities called for redemption.  The Trustee shall notify the Company promptly
of the Securities or portions of Securities to be redeemed.


 


SECTION 3.03.  Notice of
Redemption.  At least 30 days but not
more than 60 days before a date for redemption of Securities, the Company shall
mail or cause to be mailed a notice of redemption by first-class mail to each
Holder of Securities to be redeemed.


 


The notice shall identify the Securities to
be redeemed and shall state:


 


(i)  the redemption date;


 


(ii)  the redemption price;


 


(iii)  the name and address of the Paying Agent;


 


(iv)  that Securities called for redemption must be
surrendered to the Paying Agent to collect the redemption price;


 


(v)  if fewer than all the outstanding Securities
are to be redeemed, the identification and principal amounts of the particular
Securities to be redeemed;


 


(vi)  that, unless the Company defaults in making
such redemption payment or the Paying Agent is prohibited from making such
payment pursuant to the terms of this Indenture, interest on Securities (or
portion thereof) called for redemption ceases to accrue on and after the
redemption date; and


 


(vii)  that no representation is made as to the
correctness or accuracy of the CUSIP number, if any, listed in such notice or
printed on the Securities.


 


At the Company’s request, the Trustee shall
give the notice of redemption in the Company’s name and at the Company’s
expense.  In such event, the Company
shall provide the Trustee with the information required by this Section.


 


SECTION 3.04.  Effect of Notice of
Redemption.  Once notice of
redemption is mailed, Securities called for redemption become due and payable
on the redemption date and at the redemption price stated in the notice.  Upon surrender to the Paying Agent, such
Securities shall be paid at the redemption price stated in the notice, plus
accrued interest to the redemption date (subject to the right of Holders of
record on the relevant record date to receive interest due on the related
interest payment date that is on or prior to the date of redemption).  Failure to give notice or any defect in the
notice to any Holder shall not affect the validity of the notice to any other
Holder.


 


37





















 


SECTION 3.05.  Deposit of
Redemption Price.  On or prior to the
redemption date, the Company shall deposit with the Paying Agent (or, if the
Company or a Wholly Owned Subsidiary is the Paying Agent, shall segregate and
hold in trust) money sufficient to pay the redemption price of and accrued
interest (subject to the right of Holders of record on the relevant record date
to receive interest due on the related interest payment date that is on or
prior to the date of redemption) on all Securities to be redeemed on that date
other than Securities or portions of Securities called for redemption that have
been delivered by the Company to the Trustee for cancelation.  The Trustee or the Paying Agent will promptly
return to the Company any money deposited with the Trustee or Paying Agent by
the Company in excess of the amounts necessary to pay the redemption price of
and accrued interest on all Securities to be redeemed.


 


SECTION 3.06.  Securities Redeemed
in Part.  Upon surrender of a
Security that is redeemed in part, the Company shall execute and the Trustee
shall authenticate for the Holder (at the Company’s expense) a new Security
equal in principal amount to the unredeemed portion of the Security
surrendered.


 


ARTICLE IV


 


Covenants


 


SECTION 4.01.  Payment of
Securities.  The Company shall
promptly pay the principal of and interest on the Securities on the dates and
in the manner provided in the Securities and in this Indenture.  Principal and interest shall be considered
paid on the date due if on such date the Trustee or the Paying Agent holds in
accordance with this Indenture money sufficient to pay all principal and
interest then due and the Trustee or the Paying Agent, as the case may be, is
not prohibited from paying such money to the Securityholders on that date pursuant
to the terms of this Indenture.


 


The Company shall pay interest on overdue
principal at the rate specified therefor in the Securities, and it shall pay
interest on overdue installments of interest at the rate borne by the
Securities to the extent lawful.


 


SECTION 4.02.  Reports.  (a) 
Whether or not required by the SEC, so long as any Securities are
outstanding, if not filed electronically with the SEC through the SEC’s
Electronic Data Gathering, Analysis, and retrieval System (or any successor
system), the Company will furnish to the holders of Securities, within the time
periods specified in the SEC’s rules and regulations:


 


(1)  all quarterly and annual financial
information that would be required to be contained in a filing with the SEC on
Forms 10-Q and 10-K if the Company were required to file such Forms, including
a “Management’s Discussion and Analysis of Financial Condition and Results of
Operations” and, with respect to the annual information only, a report on the
annual financial statements by the Company’s certified independent accountants;
and


 


38





















 


(2)  all current reports that would be
required to be filed with the SEC on Form 8-K if the Company were required to
file such reports.


 


(b) 
Whether or not required by the SEC, after the consummation of the
Registered Exchange Offer or the effectiveness of the Shelf Registration
Statement, the Company will file a copy of all of the information and reports
referred to in clauses (1) and (2) of paragraph (a) above with the SEC for
public availability within the time periods specified in the SEC’s rules and
regulations (unless the SEC will not accept such a filing) and make such
information available to securities analysts and prospective investors upon request.  In addition, for so long as any Securities
remain outstanding, the Company will furnish to the holders of the Securities
and to securities analysts and prospective investors, upon their request, the
information required to be delivered pursuant to Rule 144A(4) under the
Securities Act.


 


(c)  If
at any time Parent becomes a Guarantor (there being no obligation of Parent to
do so), holds no material assets other than cash, Cash Equivalents and the
Capital Stock of the Company or of any direct or indirect parent corporation of
the Company (and performs the related incidental activities associated with
such ownership) and complies with the requirements of Rule 3-10 of Regulation
S-X promulgated by the SEC (or any successor provision), the reports, information
and other documents required to be filed and furnished to holders of the
Securities pursuant to this covenant may, at the option of the Company, be
filed by and be those of Parent rather than the Company.


 


(d) 
Notwithstanding the foregoing, the requirements of this
Section 4.02 shall be deemed satisfied prior to the commencement of the
Registered Exchange Offer or the effectiveness of the Shelf Registration
Statement by the filing with the SEC of the Exchange Offer Registration
Statement and/or Shelf Registration Statement, and any amendments thereto, with
such financial information that satisfies Regulation S-X of the Securities Act.


 


(e)  If
the Company has designated any of its Subsidiaries as Unrestricted Subsidiaries
and such Unrestricted Subsidiaries, either individually or collectively, would
otherwise have been a Significant Subsidiary, then the quarterly and annual
financial information referred to in clause (1) above shall include a
reasonably detailed presentation, either on the face of the financial
statements or in the footnotes to the financial statements and in Management’s
Discussion and Analysis of Financial Condition and Results of Operations, of
the financial condition and results of operations of the Company and the
Restricted Subsidiaries of the Company.


 


(f) 
The Company shall deliver to the Trustee within 120 days after the end
of each fiscal year of the Company an Officer’s Certificate stating whether or
not the signatories know of any Default by the Company in performing any of its
obligations under this Indenture and the Notes. 
If such signatories have knowledge of any such Default, the certificate
shall describe the Default and its status.


 


SECTION 4.03.  Limitation on Debt.  (a) 
The Company shall not, and shall not permit any Restricted Subsidiary
to, Incur, directly or indirectly, any Debt


 


39





















 


unless, after giving pro forma effect to the application of the
proceeds thereof, no Default or Event of Default would occur as a consequence
of such Incurrence or be continuing following such Incurrence and such Debt is
Debt of the Company or a Subsidiary Guarantor and after giving pro forma effect
to the Incurrence of such Debt and the application of the proceeds thereof, the
Consolidated Interest Coverage Ratio would be greater than 2.00 to 1.00.


 


(b)  Notwithstanding
the foregoing paragraph (a), each of the following shall be permitted
(collectively, “Permitted Debt”):


 


(1)  Debt of the Company evidenced by the
Offered Securities and the Offered Senior Notes and of Subsidiary Guarantors
evidenced by Subsidiary Guarantees relating to the Offered Securities and the
Offered Senior Notes and Debt of the Company represented by the Exchange
Securities with respect to the Offered Securities and the Senior Exchange Notes
with respect to the Offered Senior Notes and the Subsidiary Guarantors
evidenced by Subsidiary Guarantees relating to the Exchange Securities with
respect to the Offered Securities and the Senior Exchange Notes with respect to
the Offered Senior Notes;


 


(2)  Debt of the Company or a Subsidiary
Guarantor under any Credit Facilities; provided, however, that the aggregate principal amount of all such Debt under
the Credit Facilities at any one time outstanding shall not exceed $650,000,000,
which amount shall be permanently reduced by the amount of Net Available Cash
used to Repay Debt under the Credit Facilities, and not subsequently reinvested
in Additional Assets or used to purchase Securities or Repay other Debt,
pursuant to Section 4.06;


 


(3)  Debt of the Company owing to and held
by any Restricted Subsidiary and Debt of a Restricted Subsidiary owing to and
held by the Company or any Restricted Subsidiary; provided, however, that (A) any subsequent issue
or transfer of Capital Stock or other event that results in any such Restricted
Subsidiary ceasing to be a Restricted Subsidiary or any subsequent transfer of
any such Debt (except to the Company or a Restricted Subsidiary) shall be
deemed, in each case, to constitute the Incurrence of such Debt by the issuer
thereof and (B) if the Company is the obligor on such Debt, such Debt is
expressly subordinated to the prior payment in full in cash of all obligations
with respect to the Securities;


 


(4)  Debt outstanding on the Issue Date not
otherwise described in clauses (1) through (3) above;


 


(5)  (A) 
Debt (including Capital Lease Obligations) Incurred by the Company or
any Subsidiary Guarantor (i) to finance the purchase, lease, construction
or improvement of property (real or personal) or equipment (whether through the
direct purchase of assets or the Capital Stock of any Person owning such
assets) at the time of, or within 270 days after, such purchase, lease or
improvement or (ii) as part of a Sale and Leaseback Transaction and
(B) Debt


 


40





















 


constituting Guarantees of Debt of Permitted
Joint Ventures; provided, however,
that the aggregate principal amount of such Debt and Guarantees, when taken
together with the amount of Debt and Guarantees previously Incurred pursuant to
this clause (5) and then outstanding (including any Permitted Refinancing Debt
with respect thereto), does not exceed the greater of (x) $50,000,000 and
(y) 6.0% of Total Tangible Assets;


 


(6)  Debt of a Restricted Subsidiary
outstanding on the date on which such Restricted Subsidiary was acquired by the
Company or otherwise became a Restricted Subsidiary (other than Debt Incurred
as consideration in, or to provide all or any portion of the funds or credit
support utilized to consummate, the transaction or series of transactions
pursuant to which such Restricted Subsidiary became a Subsidiary of the Company
or was otherwise acquired by the Company); provided, however, that at the time such Restricted Subsidiary was acquired
by the Company or otherwise became a Restricted Subsidiary and after giving
effect to the Incurrence of such Debt, the Company would have been able to
Incur $1.00 of additional Debt pursuant to paragraph (a) of this Section 4.03;


 


(7)  Debt under Interest Rate Agreements
entered into by the Company or a Restricted Subsidiary for the purpose of
limiting interest rate risk in the ordinary course of the financial management
of the Company or such Restricted Subsidiary and not for speculative purposes; provided, however, that the obligations under such
agreements are directly related to payment obligations on Debt otherwise
permitted by the terms of this Section 4.03;


 


(8)  Debt under Currency Exchange
Protection Agreements entered into by the Company or a Restricted Subsidiary
for the purpose of limiting currency exchange rate risks directly related to
transactions entered into by the Company or such Restricted Subsidiary in the
ordinary course of business and not for speculative purposes;


 


(9)  Debt in connection with one or more
standby letters of credit, performance, bid or surety bonds or completion
guarantees issued by the Company or a Restricted Subsidiary in the ordinary
course of business or repayment obligations pursuant to self-insurance
obligations and, in each case, not in connection with the borrowing of money or
the obtaining of advances or credit;


 


(10)  Debt arising from agreements of the
Company or a Restricted Subsidiary providing for indemnification, adjustment of
purchase price or similar obligations, in each case, incurred in connection
with the disposition of any business, assets or Capital Stock of a Subsidiary,
other than Guarantees of Debt Incurred by any Person acquiring all or any
portion of such business, assets or Capital Stock; provided, however, that the maximum aggregate liability
in respect of all such Debt shall at no time exceed the gross proceeds actually
received by the Company or such Restricted Subsidiary in connection with such
disposition;


 


41





















 


(11)  Debt arising from the honoring by a
bank or other financial institution of a check, draft or similar instrument
drawn against insufficient funds in the ordinary course of business; provided, however, that such Debt is extinguished
within five Business Days of its Incurrence;


 


(12)  Permitted Refinancing Debt Incurred in
respect of Debt Incurred pursuant to paragraph (a) of this Section 4.03 and
clauses (1), (4), (5) and (6) above;


 


(13)  Debt in the form of loans from
Unrestricted Subsidiaries in an aggregate principal amount at any time
outstanding not to exceed $10,000,000;


 


(14)  Debt consisting of promissory notes
issued by the Company or any Restricted Subsidiary to current or former
officers, directors or employees of the Company or any of its Subsidiaries (or
permitted transferees of such officers, directors or employees) to finance any
repurchase of shares of Capital Stock or options to purchase shares of Capital
Stock made in accordance with clause (d) of the second paragraph of
Section 4.04;


 


(15)  any Guarantee by the Company or a
Subsidiary Guarantor of Debt of the Company or a Subsidiary Guarantor that was
Incurred in compliance with this covenant; provided, however, that if such Debt is by its express terms subordinated in
right of payment to the Securities or the Subsidiary Guarantee of such
Subsidiary Guarantor, as applicable, any such guarantee with respect to such
Debt shall be expressly subordinated in right of payment to the Securities or
such Subsidiary Guarantor’s Subsidiary Guarantee; and


 


(16)  in addition to the items referred to
in clauses (1) through (l5) above, Debt of the Company or a Subsidiary
Guarantor in an aggregate principal amount which, when taken together with the
amount of Debt previously Incurred pursuant to this clause (16) and then
outstanding, does not exceed $50,000,000.


 


(c)  Notwithstanding anything to the
contrary contained in this Section 4.03,


 


(a)  the Company shall not, and shall not permit
any Subsidiary Guarantor to, Incur any Debt pursuant to paragraph (b) of this
Section 4.03 if the proceeds thereof are used, directly or indirectly, to
Refinance:


 


(1)  any Subordinated Obligations unless
such Debt shall be subordinated to the Securities or the applicable Subsidiary
Guarantee, as the case may be, to at least the same extent as such Subordinated
Obligations or


 


(2)  any Senior Subordinated Debt unless
such Debt shall be Senior Subordinated Debt or shall be subordinated to the
Securities or the applicable Subsidiary Guarantee, as the case may be, and


 


42





















 


(b)  the Company shall not permit any Restricted
Subsidiary that is not a Subsidiary Guarantor to Incur any Debt pursuant to
this Section 4.03 if the proceeds thereof are used, directly or indirectly,
to Refinance any Subordinated Obligations or Senior Subordinated Debt of the
Company or any Subsidiary Guarantor.


 


(d)  For purposes of determining compliance
with this Section 4.03:


 


(1)  any Debt under the Credit Facilities
Incurred on the Issue Date will be deemed to have been Incurred pursuant to
clause (2) of paragraph (b) above;


 


(2)  in the event that an item of Debt
meets the criteria of more than one of the types of Debt described above, the
Company, in its sole discretion, will classify such item of Debt at the time of
Incurrence and only be required to include the amount and type of such Debt in
one of the above clauses;


 


(3)  the Company will be entitled to divide
and classify an item of Debt in more than one of the types of Debt described
above; and


 


(4)  other than Debt classified pursuant to
clause (1) of this paragraph, following the date of its Incurrence, any Debt
originally classified as Incurred pursuant to one of the clauses in the
definition of “Permitted Debt” above may later be reclassified by the Company
such that it will be deemed as having been Incurred pursuant to another clause
in the definition of “Permitted Debt” above, as applicable, to the extent that
such reclassified Debt could be Incurred pursuant to such new clause at the
time of such reclassification.


 


SECTION 4.04.  Limitation on
Restricted Payments.  The Company
shall not make, and shall not permit any Restricted Subsidiary to make,
directly or indirectly, any Restricted Payment if at the time of, and after giving
effect to, such proposed Restricted Payment,


 


(a)  a Default or Event of Default shall have
occurred and be continuing,


 


(b)  the Company could not Incur at least $1.00 of
additional Debt pursuant to paragraph (a) of Section 4.03 or


 


(c)  the aggregate amount of such Restricted
Payment and all other Restricted Payments declared or made since the Issue Date
(the amount of any Restricted Payment, if made other than in cash, to be based
upon Fair Market Value) would exceed an amount equal to the sum of (without
duplication):


 


(1)  50% of the aggregate amount of
Consolidated Net Income accrued during the period (treated as one accounting
period) from the beginning of the fiscal quarter during which the Issue Date
occurs to the end of the most recent fiscal quarter ending prior to the date of
such Restricted Payment for which internal financial statements are available
(or if the aggregate amount of


 


43





















 


Consolidated Net Income for such period shall
be a deficit, minus 100% of such deficit), plus


 


(2)  Capital Stock Sale Proceeds, net cash
capital contributions and the Fair Market Value of Property (other than Debt)
contributed in respect of the Company’s Capital Stock (other than Disqualified
Stock) subsequent to the Issue Date, plus


 


(3)  the sum of:


 


(A)  the aggregate net cash proceeds and the Fair
Market Value of Property (other than Debt) received by the Company or any
Restricted Subsidiary from the issuance or sale after the Issue Date of
convertible or exchangeable Debt that has been converted into or exchanged for
Capital Stock (other than Disqualified Stock) of the Company, and


 


(B)  the aggregate amount by which Debt (other
than Subordinated Obligations) of the Company or any Restricted Subsidiary is
reduced on the Company’s consolidated balance sheet on or after the Issue Date
upon the conversion or exchange of any Debt issued or sold on or prior to the
Issue Date that is convertible or exchangeable for Capital Stock (other than
Disqualified Stock) of the Company,


 


excluding, in
the case of clause (A) or (B):


 


(x) any such
Debt issued or sold to the Company or a Subsidiary of the Company or an
employee stock ownership plan or trust established by the Company or any such
Subsidiary for the benefit of their employees, and


 


(y) the
aggregate amount of any cash or other Property distributed by the Company or
any Restricted Subsidiary upon any such conversion or exchange,


 


plus


 


(4)  an amount equal to the sum of:


 


(A) the net
reduction after the Issue Date in Investments (other than Permitted
Investments) in any Person other than the Company or a Restricted Subsidiary
resulting from dividends, repayments of loans or advances or other transfers of
Property, proceeds realized on the sale of such Investment and proceeds
representing the return of the capital, in each case to the Company or any
Restricted Subsidiary from such Person, less the cost of the disposition of
such Investments, and


 


(B) the
portion (proportionate to the Company’s equity interest in such Unrestricted
Subsidiary) of the Fair Market Value of the net assets of an Unrestricted
Subsidiary at the time such Unrestricted Subsidiary is designated a Restricted
Subsidiary;


 


44





















 


provided, however, that the foregoing sum shall not
exceed, in the case of any Person, the amount of Investments (other than
Permitted Investments) previously made (and treated as a Restricted Payment) by
the Company or any Restricted Subsidiary in such Person.


 


Notwithstanding the foregoing limitation, the
Company may:


 


(a)  pay dividends on its Capital Stock within
60 days of the declaration thereof if, on said declaration date, such
dividends could have been paid in compliance with this Indenture; provided, however, that at the time of such payment of
such dividend, no other Default or Event of Default shall have occurred and be
continuing (or result therefrom); provided further, however, that
such dividend shall be included in the calculation of the amount of Restricted
Payments;


 


(b)  make any Restricted Payment in exchange for,
or out of the proceeds of the substantially concurrent sale of, Capital Stock
of the Company (other than Disqualified Stock and other than Capital Stock
issued or sold to a Subsidiary of the Company or an employee stock ownership
plan or trust established by the Company or any such Subsidiary for the benefit
of their employees) or contributed in respect of such Capital Stock; provided, however, that


 


(1)  such Restricted Payment shall be
excluded in the calculation of the amount of Restricted Payments and


 


(2)  the Capital Stock Sale Proceeds from such exchange or sale
shall be excluded from the calculation pursuant to clause (c)(2) above;


 


(c)  purchase, repurchase, redeem, legally
defease, acquire or retire for value any Subordinated Obligations in exchange
for, or out of the proceeds of the substantially concurrent sale of, Permitted
Refinancing Debt; provided, however,
that such purchase, repurchase, redemption, legal defeasance, acquisition or
retirement shall be excluded in the calculation of the amount of Restricted
Payments;


 


(d)  repurchase shares of, or options to purchase
shares of, Capital Stock of Parent, the Company or any of the Company’s
Subsidiaries (or pay dividends to Parent to consummate any such repurchases)
from current or former officers, directors or employees of the Company or any
of its Subsidiaries (or permitted transferees of such current or former
officers, directors or employees), pursuant to the terms of agreements
(including employment agreements) or plans (or amendments thereto) approved by
the Parent Board or the Board of Directors under which such individuals
purchase or sell, or are granted the option to purchase or sell, shares of such
common


 


45





















 


stock; provided, however, that the aggregate amount of such repurchases in any
calendar year shall not exceed the lesser of (A) the sum of
(x) $500,000 and (y) the aggregate amount of Restricted Payments
permitted (but not made) in prior calendar years pursuant to this clause (d)
and (B) the sum of (i) $2,500,000 plus (ii) the amount of net
cash proceeds received by the Company after the Issue Date from any payment
under “key-man” life insurance policies obtained by the Company or a Restricted
Subsidiary to insure the life of any director or officer of the Company or a
Restricted Subsidiary; and provided further, however, that such
repurchases shall be excluded in the calculation of the amount of Restricted
Payments;


 


(e)  pay dividends or make other distributions to
Parent to be used by Parent:


 


(1)  to pay its franchise taxes and other
fees required to maintain its corporate existence;


 


(2)  to pay for general corporate and
overhead expenses (including salaries and other compensation of employees)
incurred by Parent in the ordinary course of its business to the extent such
expenses are attributable to the ownership or operation of the Company and the
Restricted Subsidiaries; provided,
however, that no such funds shall be used for the payment of fees to Welsh,
Carson, Anderson & Stowe, its Affiliates, directors, officers or any other
Person associated with Welsh, Carson Anderson & Stowe; and


 


(3)  to pay fees and expenses other than to
Affiliates related to an unsuccessful equity or debt offering not prohibited by
this Indenture;


 


provided,
however, that such dividends shall be excluded in the                                             calculation
of the amount of Restricted Payments;


 


(f)  pay dividends or make distributions or
advances to Parent to be used by Parent to pay Federal, state and local taxes
payable by Parent and directly attributable to (or arising as a result of) the
operations of the Company and the Restricted Subsidiaries; provided, however, that (A) the amount of such
dividends shall not exceed the amount that the Company and its Restricted
Subsidiaries would be required to pay in respect of such Federal, state or
local taxes were the Company to pay such taxes as a stand-alone taxpayer
(including any interest or penalties thereon) and (B) such dividends,
distributions and advances pursuant to this clause (f) are used by Parent for
such purposes within 10 days of the receipt of such dividends; provided
further, however, that such dividends, distributions and advances
shall be excluded in the calculation of the amount of Restricted Payments;


 


46





















 


(g)  make payments to former stockholders of US
Oncology, Inc. in connection with the exercise of appraisal rights arising as a
result of the Transactions under applicable law; provided, however, that such payments shall be excluded
in the calculation of the amount of Restricted Payments;


 


(h)  make any Restricted Payment required by the
Merger Agreement in connection with the Transactions and described in the
Offering Memorandum; provided, however,
that such payments shall be excluded in the calculation of the amount of
Restricted Payments;


 


(i)  make repurchases of shares of common stock of
the Company deemed to occur upon the exercise of options to purchase shares of
common stock of the Company if such shares of common stock of the Company
represent a portion of the exercise price of such options; provided, however, that such repurchases shall be
excluded in the calculation of the amount of Restricted Payments;


 


(j)  purchase, defease or otherwise acquire or
retire for value any Subordinated Obligations upon a Change of Control of the
Company or an Asset Sale by the Company, to the extent required by any
agreement pursuant to which such Subordinated Obligations were issued, but only
if the Company has complied with Section 4.12 and Section 4.06; provided, however, that such payments shall be included
in the calculation of the amount of Restricted Payments; and


 


(k)  make Restricted Payments in an amount which,
when taken together with all Restricted Payments made pursuant to this clause
(k), does not exceed $30,000,000; provided, however, that at the time of each such Restricted Payment, no
Default or Event of Default shall have occurred and be continuing (or result
therefrom); provided further, however, that such Restricted
Payments shall be excluded in the calculation of the amount of Restricted
Payments.


 


SECTION 4.05.  Limitation on
Issuance or Sale of Capital Stock of Restricted Subsidiaries.  The Company shall not:


 


(a)  directly or indirectly sell, pledge,
hypothecate or otherwise dispose of any shares of Capital Stock of a Restricted
Subsidiary, or


 


(b)  permit any Restricted Subsidiary to, directly
or indirectly, issue or sell or otherwise dispose of any shares of its Capital
Stock,


 


other than, in
the case of either (a) or (b):


 


(1)  directors’ qualifying shares,


 


(2)  to the Company or a Wholly Owned
Restricted Subsidiary, or


 


47





















 


(3)  if, immediately after giving effect to
such disposition, such Restricted Subsidiary either (i) remains a
Restricted Subsidiary or (ii) would no longer constitute a Restricted
Subsidiary and any Investment in such Person remaining after giving effect
thereto is treated as a new Investment by the Company and such Investment would
constitute a Permitted Investment or would be permitted to be made under
Section 4.04 if made on the date of such disposition.


 


SECTION 4.06.  Limitation on Asset
Sales.  (a)  The Company shall not permit any Restricted
Subsidiary to, directly or indirectly, consummate any Asset Sale unless:


 


(i)  the Company or such Restricted Subsidiary
receives consideration at the time of such Asset Sale at least equal to the
Fair Market Value of the Property subject to such Asset Sale; provided, however, that with respect to PPM Asset
Sales, the Company receives consideration at the time of such PPM Asset Sale at
least equal to the lesser of (x) the Fair Market Value of such Property
and (y) the net book value of such Property excluding any write-downs or
reductions in net book value after March 31, 2004 other than as a result of
normal course depreciation and amortization or casualty or destruction or, if
specified in the applicable Management Services Agreement, the price at which
the purchaser of such Property is entitled to purchase such Property pursuant
to such Management Services Agreement; and


 


(ii)  at least 75% of the consideration paid to the
Company or such Restricted Subsidiary in connection with such Asset Sale is in
the form of cash or cash equivalents.


 


For the
purposes of this covenant, the following are deemed to be cash or cash
equivalents:


 


(1)  the assumption of Debt of the Company
(other than obligations in respect of Disqualified Stock of the Company) or any
Restricted Subsidiary (other than obligations in respect of Disqualified Stock
or Preferred Stock of a Subsidiary Guarantor) and the release of the Company or
such Restricted Subsidiary from all liability on such Debt in connection with
such Asset Sale;


 


(2)  securities received by the Company or
any Restricted Subsidiary from the transferee that are converted by the Company
or such Restricted Subsidiary into cash within 90 days, to the extent of cash
received in that conversion; and


 


(3)  with respect to PPM Asset Sales,
(x) the principal amount of any Debt of the Company canceled or retired as
consideration to the Company or a Restricted Subsidiary in such PPM Asset Sale
and (y) Capital Stock of Parent at the time of such PPM Asset Sale in an
aggregate amount which, when taken together with any other such Debt or Capital
Stock received pursuant to this clause (3), does not exceed $10,000,000.


 


48





















 


(b)  The
Net Available Cash (or any portion thereof) from Asset Sales may be applied by
the Company or a Restricted Subsidiary, to the extent the Company or such
Restricted Subsidiary elects (or is required by the terms of any Debt):


 


(i)  to Repay Senior Debt of the Company or any
Subsidiary Guarantor or Debt of any Restricted Subsidiary that is not a
Subsidiary Guarantor (excluding, in any such case, any Debt owed to the Company
or an Affiliate of the Company); or


 


(ii)  to reinvest in Additional Assets (including
by means of an Investment in Additional Assets by a Restricted Subsidiary with
Net Available Cash received by the Company or another Restricted Subsidiary).


 


(c)  Any
Net Available Cash from an Asset Sale not applied in accordance with the
preceding paragraph within (a) if any Senior Notes are outstanding, 60
days from the date any prepayment offer is required to be made pursuant to the “asset
sale” covenant in the indenture governing the Senior Notes or (b) if no
Senior Notes are outstanding, one year from the date of the receipt of such Net
Available Cash (or, if later, 90 days after the execution of any agreement with
respect to such application, which agreement is signed within one year from the
date of the receipt of such Net Available Cash) shall constitute “Excess
Proceeds”.


 


When the aggregate amount of Excess Proceeds
exceeds $20,000,000, the Company will be required to make an offer to purchase
(the “Prepayment Offer”) the Securities which offer shall be in the amount of
the Allocable Excess Proceeds, on a pro rata basis according to principal
amount, at a purchase price equal to 100% of the principal amount thereof, plus
accrued and unpaid interest, if any, to the purchase date (subject to the right
of holders of record on the relevant record date to receive interest due on the
relevant interest payment date), in accordance with the procedures (including
prorating in the event of oversubscription) set forth in this Indenture.  To the extent that any portion of the amount
of Net Available Cash remains after compliance with the preceding sentence and
provided that all holders of Securities have been given the opportunity to
tender their Securities for purchase in accordance with this Indenture, the
Company or such Restricted Subsidiary may use such remaining amount for any
purpose permitted by this Indenture and the amount of Excess Proceeds will be
reset to zero.


 


The term “Allocable Excess Proceeds”
will mean the product of:


 


(a)  the Excess Proceeds and


 


(b)  a fraction,


 


(1)  the numerator of which is the aggregate
principal amount of the Securities Outstanding on the date of the Prepayment
Offer, plus accrued and unpaid interest, if any, to such date, and


 


(2)  the denominator of which is the sum of
(x) the aggregate principal amount of the Securities outstanding on the
date of the Prepayment Offer, plus


 


49





















 


accrued and unpaid interest, if any, to such
date and (y) the aggregate principal amount of other Debt of the Company
outstanding on the date of the Prepayment Offer, plus accrued and unpaid
interest, if any, to such date, that is pari  passu in right of
payment with the Securities and subject to terms and conditions in respect of
Asset Sales similar in all material respects to the covenant described
hereunder and requiring the Company to make an offer to purchase such Debt at
substantially the same time as the Prepayment Offer.


 


(d)                                 (1) Within five
business days after the Company is obligated to make a Prepayment Offer as
described in the preceding paragraph, the Company shall send a written notice,
by first-class mail, to the holders of Securities, accompanied by such
information regarding the Company and its Subsidiaries as the Company in good
faith believes will enable such holders to make an informed decision with
respect to such Prepayment Offer.  Such
notice shall state, among other things, the purchase price and the purchase
date, which shall be, subject to any contrary requirements of applicable law, a
business day no earlier than 30 days nor later than 60 days from the date such
notice is mailed.


 


(2)  Not later than the date upon which
written notice of a Prepayment Offer is delivered to the Trustee as provided
above, the Company shall deliver to the Trustee an Officers’ Certificate as to
(i) the amount of the Prepayment Offer (the “Offer Amount”), (ii) the
allocation of the Net Available Cash from the Asset Sales pursuant to which
such Prepayment Offer is being made and (iii) the compliance of such
allocation with the provisions of Section 4.06(b).  On or before the Purchase Date, the Company
shall also irrevocably deposit with the Trustee or with the Paying Agent (or,
if the Company or a Wholly Owned Subsidiary is the Paying Agent, shall
segregate and hold in trust) in Temporary Cash Investments (other than in those
enumerated in clause (b) of the definition of Temporary Cash Investments),
maturing on the last day prior to the Purchase Date or on the Purchase Date if
funds are immediately available by open of business, an amount equal to the
Offer Amount to be held for payment in accordance with the provisions of this
Section.  Upon the expiration of the
period for which the Prepayment Offer remains open (the “Offer Period”), the
Company shall deliver to the Trustee for cancelation the Securities or portions
thereof that have been properly tendered to and are to be accepted by the
Company.  The Trustee or the Paying Agent
shall, on the Purchase Date, mail or deliver payment to each tendering Holder
in the amount of the purchase price.  In
the event that the aggregate purchase price of the Securities delivered by the
Company to the Trustee is less than the Offer Amount, the Trustee or the Paying
Agent shall deliver the excess to the Company immediately after the expiration
of the Offer Period for application in accordance with this Section.


 


(3)  Holders electing to have a Security
purchased shall be required to surrender the Security, with an appropriate form
duly completed, to the Company or its agent at the address specified in the
notice at least three Business Days prior to the


 


50





















 


Purchase Date.  Holders shall be entitled to withdraw their
election if the Trustee or the Company receives not later than one Business Day
prior to the Purchase Date, a telegram, telex, facsimile transmission or letter
setting forth the name of the Holder, the principal amount of the Security that
was delivered for purchase by the Holder and a statement that such Holder is
withdrawing its election to have such Security purchased.  If at the expiration of the Offer Period the
aggregate principal amount of Securities surrendered by Holders exceeds the
Offer Amount, the Company shall select the Securities to be purchased on a pro
rata basis for all Securities (with such adjustments as may be deemed
appropriate by the Company so that only Securities in denominations of $1,000,
or integral multiples thereof, shall be purchased).  Holders whose Securities are purchased only
in part shall be issued new Securities equal in principal amount to the
unpurchased portion of the Securities surrendered.


 


(4)  At the time the Company delivers
Securities to the Trustee that are to be accepted for purchase, the Company
shall also deliver an Officers’ Certificate stating that such Securities are to
be accepted by the Company pursuant to and in accordance with the terms of this
Section.  A Security shall be deemed to
have been accepted for purchase at the time the Trustee or the Paying Agent
mails or delivers payment therefor to the surrendering Holder.


 


(e)  The
Company will comply, to the extent applicable, with the requirements of
Section 14(e) of the Exchange Act and any other securities laws or
regulations in connection with the repurchase of Securities pursuant to this
Section 4.06.  To the extent that
the provisions of any securities laws or regulations conflict with provisions
of this Section 4.06, the Company will comply with the applicable
securities laws and regulations and will not be deemed to have breached its
obligations under this Section 4.06 by virtue thereof.


 


SECTION 4.07.  Limitation on Restrictions
on Distributions from Restricted Subsidiaries.  The Company shall not, and shall not permit
any Restricted Subsidiary to, directly or indirectly, create or otherwise cause
or suffer to exist any consensual restriction on the right of any Restricted
Subsidiary to:


 


(a)  pay dividends, in cash or otherwise, or make
any other distributions on or in respect of its Capital Stock, or pay any Debt
or other obligation owed, to the Company or any other Restricted Subsidiary,


 


(b)  make any loans or advances to the Company or
any other Restricted Subsidiary or


 


(c)  transfer any of its Property to the Company
or any other Restricted Subsidiary.


 


The foregoing
limitations will not apply:


 


(1)  with respect to clauses (a), (b) and
(c), to restrictions:


 


(A)  in effect on the Issue Date,


 


51





















 


(B)  with respect to a Restricted
Subsidiary pursuant to an agreement relating to any Debt Incurred by such
Restricted Subsidiary on or prior to the date on which such Restricted
Subsidiary was acquired by the Company (other than Debt Incurred as
consideration in, or to provide all or any portion of the funds or credit
support utilized to consummate, the transaction or series of related
transactions pursuant to which such Restricted Subsidiary became a Restricted
Subsidiary or was acquired by the Company) and outstanding on such date,


 


(C)  that result from the Refinancing of
Debt Incurred pursuant to an agreement referred to in clause (1)(A) or (B)
above or in clause (2)(A) below or any amendment or supplement to any such
agreement; provided, however, that
such restriction is no more restrictive than those contained in the agreement
evidencing the Debt so Refinanced or the agreement being amended or
supplemented, as determined in good faith by the Board of Directors, whose
determination shall be conclusive,


 


(D)  imposed with respect to a Restricted
Subsidiary pursuant to an agreement entered into for the sale or disposition of
all or substantially all the Capital Stock or assets of such Restricted
Subsidiary pending the closing of such sale or disposition,


 


(E)  on cash or other deposits or net worth
imposed by customers under contracts entered into in the ordinary course of
business,


 


(F)  customary supermajority voting
provisions and provisions with respect to the disposition of assets or
property, in each case, contained in agreements relating to Permitted Joint
Ventures that are Subsidiary Guarantors,


 


(G)  arising under applicable law,


 


(H)  contained in the terms of any Debt of
the Company or any Restricted Subsidiary not Incurred in violation of this
Indenture; provided, however, that
such restrictions, taken as a whole, are no more restrictive in the aggregate
than those contained in this Indenture, as determined in good faith by the
Board of Directors whose determination shall be conclusive, or


 


(I)  contained in any agreement or
instrument governing Senior Debt (including the Credit Facilities) not Incurred
in violation of this Indenture; provided,
however, that such restrictions, taken as a whole, are no more restrictive
in the aggregate than those contained in the Credit Facilities on the Issue 


 


52





















 


Date, as determined in good faith by the
Board of Directors, whose determination shall be conclusive, and


 


(2)  with respect to clause (c) only, to
restrictions:


 


(A)  encumbering Property at the time such
Property was acquired by the Company or any Restricted Subsidiary, so long as
such restriction relates solely to the Property so acquired and was not created
in connection with or in anticipation of such acquisition,


 


(B)  resulting from customary provisions
restricting subletting or assignment of leases or customary provisions in other
agreements that restrict assignment of such agreements or rights thereunder,


 


(C)  customary restrictions contained in
asset sale agreements limiting the transfer of such Property pending the
closing of such sale, or


 


(D)  on the transfer of assets subject to
any Lien imposed by the holder of such Lien.


 


SECTION 4.08.  Limitation
on Transactions with Affiliates.  The
Company shall not, and shall not permit any Restricted Subsidiary to, directly
or indirectly, enter into or suffer to exist any transaction or series of
transactions (including the purchase, sale, transfer, assignment, lease,
conveyance or exchange of any Property or the rendering of any service) with,
or for the benefit of, any Affiliate of the Company (an “Affiliate Transaction”),
unless:


 


(a)  the terms of such Affiliate Transaction are
no less favorable to the Company or such Restricted Subsidiary, as the case may
be, than those that could be obtained in a comparable arm’s-length transaction
with a Person that is not an Affiliate of the Company;


 


(b)  if such Affiliate Transaction involves
aggregate payments or value in excess of $10,000,000, the Board of Directors
(including a majority of the disinterested members of the Board of Directors)
approves such Affiliate Transaction and, in its good faith judgment, believes
that such Affiliate Transaction complies with clause (a) of this paragraph as
evidenced by a Board Resolution promptly delivered to the Trustee; and


 


(c)  if such Affiliate Transaction involves
aggregate payments or value in excess of $25,000,000, the Company obtains a written
opinion from an Independent Financial Advisor to the effect that the
consideration to be paid or received in connection with such Affiliate
Transaction is fair, from a financial point of view, to the Company and the
Restricted Subsidiaries, taken as a whole or is not less favorable to the
Company and its Restricted


 


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Subsidiaries than could reasonably be
expected to be obtained at the time in an arm’s length transaction with a
Person who was not an Affiliate.  For
purposes of this clause (c) only, any contract or series of related contracts
for the rendering of services entered into in the ordinary course of business
by the Company or any Restricted Subsidiary with any other Person will not be
deemed to be in excess of $25,000,000 if, when entered into, (x) the
payments made by the Company and the Restricted Subsidiaries and (y) the
value of services performed by the Company and the Restricted Subsidiaries in
connection with such contract or series of related contracts do not exceed, and
are not then reasonably expected by the Board of Directors in its good faith
determination to exceed, $10,000,000 in any year.


 


Notwithstanding
the foregoing limitation, the Company or any Restricted Subsidiary may enter into
or suffer to exist the following:


 


(a)  any transaction or series of transactions
between the Company and one or more Restricted Subsidiaries or between two or
more Restricted Subsidiaries in the ordinary course of business; provided, however, that no more than 10% of the total
voting power of the Voting Stock (on a fully diluted basis) of any such
Restricted Subsidiary is owned by an Affiliate of the Company (other than a
Restricted Subsidiary);


 


(b)  any Restricted Payment permitted to be made
pursuant to Section 4.04 other than any Permitted Investment;


 


(c)  the payment of reasonable fees to directors
of the Company and its Restricted Subsidiaries who are not employees of the
Company or its Restricted Subsidiaries, and compensation (including amounts
paid pursuant to employee benefit plans or arrangements) paid to, and indemnity
provided for the benefit of, officers, directors and employees of the Company
or any of the Restricted Subsidiaries, so long as the Board of Directors in
good faith shall have approved the terms thereof;


 


(d)  (i) loans and advances to employees made in
the ordinary course of business of the Company or such Restricted Subsidiary,
as the case may be; provided, however,
that such loans and advances do not exceed $3,000,000 in the aggregate at any
one time outstanding; and (ii) loans to affiliated physician groups made
pursuant to clause (o) of the definition of “Permitted Investments”;


 


(e)  any transaction with a Restricted Subsidiary
or joint venture or similar entity which would constitute an Affiliate
Transaction solely because the Company or a Restricted Subsidiary owns an
equity interest in or otherwise controls such Restricted Subsidiary, joint
venture or similar entity;


 


(f)  any Affiliate Transaction made on the Issue
Date in connection with the Transactions and described in the Offering
Memorandum;


 


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(g)  the issuance or sale of any Capital Stock
(other than Disqualified Stock) of the Company;


 


(h)  any agreement approved by the Board of
Directors (including a majority of the disinterested members of the Board of
Directors) among Welsh, Carson, Anderson & Stowe IX, L.P., its Affiliates
and the Company or any Restricted Subsidiary relating to (1) the payment
of reasonable and customary fees by the Company or any Restricted Subsidiary
for any financial advisory, financing, underwriting or placement services or in
respect of other investment banking activities rendered to the Company or any
Restricted Subsidiary, and in any event such fees shall not exceed 2.0% of the
aggregate transaction value in respect of which such services are rendered, or
(2) the provision of customary management services to the Company or any
Restricted Subsidiary from time to time;


 


(i)  any transaction or agreement between the
Company or one or more Restricted Subsidiaries, on the one hand, and any
affiliated physician or affiliated physician group, on the other hand; provided, however, that any such transactions or
agreements are no less favorable in the aggregate to the Company and its
Subsidiaries than transactions or agreements in effect on the Issue Date;


 


(j)  any transaction between the Company and an
Unrestricted Subsidiary relating to self insurance arrangements, in each case,
on terms that are no less favorable to the Company than those that would have
been obtained in a comparable arm’s length transaction by the Company with a
Person that is not an Affiliate of the Company; and


 


(k)  any agreement as in effect on the Issue Date
and described in the Offering Memorandum under “Certain Relationships and
Related Transactions” or any amendments, renewals or extensions of any such
agreement (so long as such amendments, renewals or extensions are not less
favorable to the Company or the Restricted Subsidiaries) and the transactions
evidenced thereby.


 


SECTION 4.09.  Limitation on
Layered Debt.  The Company shall not,
and shall not permit any Subsidiary Guarantor to, Incur, directly or
indirectly, (1) any Debt that is subordinate or junior in right of payment
to any Senior Debt unless such Debt is Senior Subordinated Debt or is expressly
subordinated in right of payment to Senior Subordinated Debt or (2) any
secured Debt that is not Senior Debt unless the Company contemporaneously
therewith makes effective provision to secure the Securities equally and
ratably with such secured Debt for so long as such secured Debt is secured by a
Lien.  In addition, no Subsidiary
Guarantor shall Guarantee, directly or indirectly, any Debt of the Company that
is subordinate or junior in right of payment to any Senior Debt unless such
Guarantee is expressly subordinate in right of payment to, or ranks pari passu
with, the Subsidiary Guarantee of such Subsidiary Guarantor.  For purposes of this covenant, no Debt will
be deemed to be expressly subordinated in right of payment to any other


 


55





















 


Debt solely by virtue of being unsecured or by virtue of the fact that
holders of secured Debt have entered into intercreditor or similar arrangements
giving one or more of such holders priority over the other holders in the
collateral securing such Debt.


 


SECTION 4.10.  Designation of
Restricted and Unrestricted Subsidiaries. 
The Board of Directors may designate any Subsidiary of the Company to be
an Unrestricted Subsidiary if:


 


(a)  the Subsidiary to be so designated does not
own any Capital Stock or Debt of, or own or hold any Lien on any Property of,
the Company or any other Restricted Subsidiary, and


 


(b)  one of the following:


 


(1)  the Subsidiary to be so designated has
total assets of $1,000 or less,


 


(2)  if such Subsidiary has total assets
greater than $1,000, the Company would be permitted under Section 4.04 to
make a Restricted Payment or a Permitted Investment in the amount equal to the
Fair Market Value of the Investment in such Subsidiary, or


 


(3)  such designation is effective
immediately upon such entity becoming a Subsidiary of the Company.


 


Unless so
designated as an Unrestricted Subsidiary, any Person that becomes a Subsidiary
of the Company will be classified as a Restricted Subsidiary; provided, however, that such Subsidiary shall not be
designated a Restricted Subsidiary and shall be automatically classified as an
Unrestricted Subsidiary if either of the requirements set forth in clauses (x)
and (y) of the second immediately following paragraph will not be satisfied
after giving pro forma effect to such classification or if such Person is a
Subsidiary of an Unrestricted Subsidiary.


 


Except as
provided in the first sentence of the preceding paragraph (including clauses
(a) and (b) thereof), no Restricted Subsidiary may be redesignated as an
Unrestricted Subsidiary.  In addition,
neither the Company nor any Restricted Subsidiary shall at any time be directly
or indirectly liable for any Debt that provides that the holder thereof may
(with the passage of time or notice or both) declare a default thereon or cause
the payment thereof to be accelerated or payable prior to its Stated Maturity
upon the occurrence of a default with respect to any Debt, Lien or other
obligation of any Unrestricted Subsidiary (including any right to take
enforcement action against such Unrestricted Subsidiary).  Upon designation of a Restricted Subsidiary
as an Unrestricted Subsidiary in compliance with this covenant, such Restricted
Subsidiary shall, by execution and delivery of a supplemental indenture in form
satisfactory to the Trustee, be released from any Subsidiary Guarantee
previously made by such Restricted Subsidiary.


 


The Board of
Directors may designate any Unrestricted Subsidiary to be a Restricted
Subsidiary if, immediately after giving pro forma effect to such designation,


 


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(x) the
Company could Incur at least $1.00 of additional Debt pursuant to paragraph (a)
of Section 4.03, and


 


(y) no
Default or Event of Default shall have occurred and be continuing or would
result therefrom.


 


Any such
designation or redesignation by the Board of Directors will be evidenced to the
Trustee by filing with the Trustee a Board Resolution giving effect to such
designation or redesignation and an Officers’ Certificate that:


 


(a) certifies
that such designation or redesignation complies with the foregoing provisions,
and


 


(b) gives
the effective date of such designation or redesignation,


 


such filing
with the Trustee to occur within 45 days after the end of the fiscal quarter of
the Company in which such designation or redesignation is made (or, in the case
of a designation or redesignation made during the last fiscal quarter of the
Company’s fiscal year, within 90 days after the end of such fiscal year).


 


SECTION 4.11.  Limitation on
Company’s Business.  The Company
shall not, and shall not permit any Restricted Subsidiary, to, directly or
indirectly, engage in any business other than a Related Business.


 


SECTION 4.12.  Change of Control.  (a) 
Upon the occurrence of a Change of Control (unless the Company gives
notice of redemption pursuant to Section 3.01), each Holder of Securities
shall have the right to require the Company to repurchase all or any part of
such Holder’s Securities pursuant to the offer described below (the “Change of
Control Offer”) at a purchase price (the “Change of Control Purchase Price”)
equal to 101% of the principal amount thereof plus accrued and unpaid interest,
if any, to the purchase date (subject to the right of Holders of record on the
relevant record date to receive interest due on the relevant interest payment
date).


 


(b)  Within
30 days following any Change of Control, the Company shall (i) cause a
notice of the Change of Control Offer to be sent at least once to the Dow Jones
News Service or similar business news service in the United States and
(ii) send, by first-class mail, with a copy to the Trustee, to each Holder
of Securities, at such Holder’s address appearing in the Security Register, a
notice stating:  (A) that a Change
of Control Offer is being made pursuant to this Section 4.12 and that all
Securities timely tendered will be accepted for payment; (B) the Change of
Control Purchase Price and the purchase date, which shall be, subject to any
contrary requirements of applicable law, a Business Day no earlier than 30 days
nor later than 60 days from the date such notice is mailed (the “Change of
Control Payment Date”); (C) the circumstances and relevant facts regarding
the Change of Control (including information with respect to pro forma
historical income, cash flow and capitalization after giving effect to the
Change of Control); and (D) the procedures that Holders of Securities must
follow in order to tender their Securities (or portions thereof) for payment,
and the procedures that Holders of Securities


 


57





















 


must follow in order to withdraw an election to tender Securities (or
portions thereof) for payment.


 


(c)  Holders
electing to have a Security purchased shall be required to surrender the
Security, with an appropriate form duly completed, to the Company or its agent
at the address specified in the notice at least three Business Days prior to
the Change of Control Payment Date. 
Holders shall be entitled to withdraw their election if the Trustee or
the Company receives not later than one Business Day prior to the Change of
Control Payment Date, a telegram, telex, facsimile transmission or letter
setting forth the name of the Holder, the principal amount of the Security that
was delivered for purchase by the Holder and a statement that such Holder is
withdrawing its election to have such Security purchased.


 


(d)  On
or prior to the Change of Control Payment Date, the Company shall irrevocably
deposit with the Trustee or with the Paying Agent (or, if the Company or any of
its Wholly Owned Subsidiaries is acting as the Paying Agent, segregate and hold
in trust) in cash an amount equal to the Change of Control Purchase Price
payable to the Holders entitled thereto, to be held for payment in accordance
with the provisions of this Section.  On
the Change of Control Payment Date, the Company shall deliver to the Trustee
the Securities or portions thereof that have been properly tendered to and are
to be accepted by the Company for payment. 
The Trustee or the Paying Agent shall, on the Change of Control Payment
Date, mail or deliver payment to each tendering Holder of the Change of Control
Purchase Price.  In the event that the
aggregate Change of Control Purchase Price is less than the amount delivered by
the Company to the Trustee or the Paying Agent, the Trustee or the Paying
Agent, as the case may be, shall deliver the excess to the Company immediately
after the Change of Control Payment Date.


 


(e)  The
Company shall not be required to make a Change of Control Offer following a
Change of Control if a third party makes the Change of Control Offer in the
manner, at the times and otherwise in compliance with the requirements set
forth in this Section 4.12 applicable to a Change of Control Offer made by the
Company and purchases all Securities validly tendered and not withdrawn under
such Change of Control Offer.


 


(f)  The
Company will comply, to the extent applicable, with the requirements of
Section 14(e) of the Exchange Act and any other securities laws or
regulations in connection with the purchase of Securities pursuant to this
Section 4.12.  To the extent that
the provisions of any securities laws or regulations conflict with the
provisions of this Section 4.12, the Company will comply with the
applicable securities laws and regulations and will not be deemed to have
breached its obligations under this Section 4.12 by virtue thereof.


 


SECTION 4.13.  Future Subsidiary
Guarantors.  The Company shall cause
each future Foreign Restricted Subsidiary that Guarantees any other Debt of the
Company and each future Domestic Restricted Subsidiary that Incurs any Debt to,
at the same time, execute and deliver to the Trustee a Subsidiary Guarantee.


 


58










 










SECTION 4.14.  Further
Instruments and Acts. 
Upon request of the Trustee, the Company shall execute and deliver such
further instruments and do such further acts as may be reasonably necessary or
proper to carry out more effectively the purpose of this Indenture.


 


ARTICLE V


 


Successor
Company


 


SECTION 5.01.  When
Company May Merge or Transfer Assets.  


 


The Company
shall not merge, consolidate or amalgamate with or into any other Person or
sell, transfer, assign, lease, convey or otherwise dispose of all or
substantially all its Property in any one transaction or series of transactions
unless:


 


(a)  the Company shall be the surviving Person
(the “Surviving Person”) or the Surviving Person (if other than the Company)
formed by such merger, consolidation or amalgamation or to which such sale,
transfer, assignment, lease, conveyance or disposition is made shall be a
corporation organized and existing under the laws of the United States of
America, any State thereof or the District of Columbia;


 


(b)  the Surviving Person (if other than the
Company) expressly assumes, by supplemental indenture in form satisfactory to
the Trustee, executed and delivered to the Trustee by such Surviving Person,
the due and punctual payment of the principal of, and premium, if any, and
interest on, all the Securities, according to their tenor, and the due and
punctual performance and observance of all the covenants and conditions of this
Indenture to be performed by the Company;


 


(c)  immediately before and after giving effect to
such transaction or series of transactions on a pro forma basis (and treating,
for purposes of this clause (c) and clause (d) below, any Debt that becomes, or
is anticipated to become, an obligation of the Surviving Person or any
Restricted Subsidiary as a result of such transaction or series of transactions
as having been Incurred by the Surviving Person or such Restricted Subsidiary
at the time of such transaction or series of transactions), no Default or Event
of Default shall have occurred and be continuing;


 


(d)  immediately after giving pro forma effect to
such transaction or series of transactions, the Company or the Surviving
Person, as the case may be, would be able to Incur at least $1.00 of additional
Debt under paragraph (a) of Section 4.03; provided, however, that this clause (d) will not
be applicable to (A) the Company or a Restricted Subsidiary consolidating
with, merging into, conveying, transferring or leasing all or substantially all
its Property to the Company or a Subsidiary Guarantor or (B) the Company
or a Restricted Subsidiary merging with an Affiliate of the Company solely for
the


 


59





















 


purpose and with the sole effect of
reincorporating the Company or a Restricted Subsidiary in another jurisdiction;
and


 


(e)  the Company shall deliver, or cause to be
delivered, to the Trustee, in form and substance reasonably satisfactory to the
Trustee, an Officers’ Certificate and an Opinion of Counsel, each stating that
such transaction and the supplemental indenture, if any, in respect thereto
comply with this Section 5.01 and that all conditions precedent herein
provided for relating to such transaction have been satisfied.


 


For the
purposes of this Section 5.01, the sale, transfer, assignment, lease, conveyance
or other disposition of all the Property of one or more Subsidiaries of the
Company, which Property, if held by the Company instead of such Subsidiaries,
would constitute all or substantially all the Property of the Company on a
consolidated basis, shall be deemed to be the transfer of all or substantially
all the Property of the Company.


 


Upon
consummation of the Merger, US Oncology, Inc. shall execute and deliver to the
Trustee a supplemental indenture in the form of Exhibit B hereto whereupon US
Oncology, Inc. shall be the successor Company and shall succeed to, and be
substituted for, and may exercise every right and power of, the predecessor
Company under this Indenture, and thereafter the predecessor Company shall be
discharged from all obligations and covenants under this Indenture and the
Securities.  Notwithstanding anything in
this section to the contrary, the merger of Oiler Acquisition Corp. with
and into US Oncology, Inc. on the Issue Date shall be permitted under this
Indenture.


 


SECTION 5.02.  When a
Subsidiary Guarantor May Merge or Transfer Assets.  The Company shall not permit any Subsidiary
Guarantor to merge, consolidate or amalgamate with or into any other Person or
sell, transfer, assign, lease, convey or otherwise dispose of all or
substantially all its Property in any one transaction or series of transactions
unless:


 


(a)  the Surviving Person (if not such Subsidiary
Guarantor) formed by such merger, consolidation or amalgamation or to which
such sale, transfer, assignment, lease, conveyance or disposition is made shall
be a corporation organized and existing under the laws of the United States of
America, any State thereof or the District of Columbia;


 


(b)  the Surviving Person (if other than such
Subsidiary Guarantor) expressly assumes, by Subsidiary Guarantee in form
satisfactory to the Trustee, executed and delivered to the Trustee by such
Surviving Person, the due and punctual performance and observance of all the
obligations of such Subsidiary Guarantor under its Subsidiary Guarantee; and


 


(c)  immediately before and after giving effect to
such transaction or series of transactions on a pro forma basis (and treating,
for purposes of this clause (c), any Debt that becomes, or is anticipated to
become, an obligation of the Surviving Person, the Company or any Restricted
Subsidiary as a result


 


60





















 


of such transaction or series of transactions
as having been Incurred by the Surviving Person, the Company or such Restricted
Subsidiary at the time of such transaction or series of transactions), no
Default or Event of Default shall have occurred and be continuing; provided, however, that this paragraph (c) will not be
applicable to any Subsidiary Guarantor that consolidates with, merges with or
into or conveys, transfers or leases all or substantially all of its Property
to the Company or another Subsidiary Guarantor.


 


The Company
also shall deliver, or cause to be delivered, to the Trustee, in form and
substance reasonably satisfactory to the Trustee, an Officers’ Certificate and
an Opinion of Counsel, each stating that such transaction or series of
transactions and such Subsidiary Guarantee, if any, in respect thereto comply
with this Section 5.02 and that all conditions precedent herein provided
for relating to such transaction or series of transactions have been satisfied.


 


The foregoing
provisions with respect to Subsidiary Guarantors (other than clause
(c)) shall not apply to any transactions which constitute an Asset Sale if
the Company has complied with Section 4.06.


 


SECTION 5.03.  Surviving Person.  The Surviving Person shall succeed to, and be
substituted for, and may exercise every right and power of the Company under
this Indenture (or of the Subsidiary Guarantor under the Subsidiary Guarantee,
as the case may be), and the predecessor Company, except in the case of a
lease, shall be released from any obligation to pay the principal of, premium,
if any, and interest on, the Securities.


 


ARTICLE VI


 


Defaults and
Remedies


 


SECTION 6.01.  Events of Default.   The following events shall be “Events of
Default”:


 


(1)  the
Company defaults in any payment of interest on any Security when the same
becomes due and payable, whether or not such payment shall be prohibited by Article X,
and such default continues for a period of 30 days;


 


(2)  the
Company defaults in the payment of the principal of or premium, if any, on, any
Security when the same becomes due and payable at its Stated Maturity, upon
acceleration, redemption, optional redemption, required repurchase or
otherwise, whether or not such payment shall be prohibited by Article X;


 


(3)  the
Company or any Subsidiary Guarantor fails to comply with Article V;


 


(4)  the
Company fails to comply with any covenant or agreement in the Securities or in
this Indenture (other than a failure that is the subject of the


 


61





















foregoing clause (1), (2) or (3)) and such
failure continues for 30 days after written notice is given to the Company as
specified below;


 


(5)  a
default by the Company or any Restricted Subsidiary under any Debt of the
Company or any Restricted Subsidiary which results in acceleration of the
maturity of such Debt, or the failure to pay any such Debt at maturity, in an
aggregate amount in excess of $20,000,000 or its foreign currency equivalent at
the time;


 


(6)  the
Company or any Significant Subsidiary pursuant to or within the meaning of any
Bankruptcy Law:


 


(A)  commences a voluntary
case;


 


(B)  consents to the entry
of an order for relief against it in an involuntary case;


 


(C)  consents to the
appointment of a Custodian of it or for any substantial part of its property;
or


 


(D)  makes a general
assignment for the benefit of its creditors;


 


or takes any
comparable action under any foreign laws relating to insolvency;


 


(7)  a
court of competent jurisdiction enters an order or decree under any Bankruptcy
Law that:


 


(A)  is for relief against
the Company or any Significant Subsidiary in an involuntary case;


 


(B)  appoints a Custodian of
the Company or any Significant Subsidiary or for any substantial part of its
property; or


 


(C)  orders the winding up
or liquidation of the Company or any Significant Subsidiary; or


 


(D)  grants any similar
relief under any foreign laws;


 


and in each such case the order or decree
remains unstayed and in effect for 30 days;


 


(8)  any
judgment or judgments for the payment of money in an aggregate amount in excess
of $20,000,000 (or its foreign currency equivalent at the time) net of any
amount covered by insurance issued by a reputable and creditworthy insurer that
has not contested coverage or reserved rights with respect to the underlying
claim, that shall be rendered against the Company or any Restricted


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Subsidiary and that shall not be waived,
satisfied or discharged for any period of 60 consecutive days during which a
stay of enforcement shall not be in effect.; or


 


(9)  any
Subsidiary Guaranty ceases to be in full force and effect (other than in accordance
with the terms of this Indenture and such Subsidiary Guaranty) or any
Subsidiary Guarantor denies or disaffirms its obligations under its Subsidiary
Guaranty.


 


The foregoing
will constitute Events of Default whatever the reason for any such Event of Default
and whether it is voluntary or involuntary or is effected by operation of law
or pursuant to any judgment, decree or order of any court or any order, rule or
regulation of any administrative or governmental body.


 


The term “Bankruptcy
Law” means Title 11, United States Code, or any similar Federal or state
law for the relief of debtors.  The term “Custodian”
means any receiver, trustee, assignee, liquidator, custodian or similar
official under any Bankruptcy Law.


 


A Default
under clause (4) is not an Event of Default until the Trustee or the Holders of
at least 25% in aggregate principal amount of the Securities then outstanding
notify the Company (and in the case of such notice by Holders, the Trustee) of
the Default and the Company does not cure such Default within the time
specified after receipt of such notice. 
Such notice must specify the Default, demand that it be remedied and
state that such notice is a “Notice of Default”.


 


The Company
shall deliver to the Trustee, within 30 days after the occurrence thereof,
written notice in the form of an Officers’ Certificate of any Event of Default
and any event that with the giving of notice or the lapse of time would become
an Event of Default, its status and what action the Company is taking or
proposes to take with respect thereto.


 


SECTION 6.02.  Acceleration.  If an Event of Default (other than an Event
of Default specified in Section 6.01(6) or (7) with respect to the
Company) occurs and is continuing, the Trustee by notice to the Company, or the
Holders of at least 25% in aggregate principal amount of the Securities then
outstanding by notice to the Company and the Trustee, may declare the principal
of and accrued and unpaid interest on all the Securities to be due and payable.  Upon such a declaration, such principal and
interest shall be due and payable immediately. 
If an Event of Default specified in Section 6.01(6) or (7) with
respect to the Company occurs, the principal of and accrued and unpaid interest
on all the Securities shall, automatically and without any action by the
Trustee or any Holder, become and be immediately due and payable.  The Holders of a majority in aggregate
principal amount of the outstanding Securities by notice to the Trustee and the
Company may rescind any declaration of acceleration if the rescission would not
conflict with any judgment or decree and if all existing Events of Default have
been cured or waived except nonpayment of principal or interest that has become
due solely because of the acceleration. 
No such rescission shall affect any subsequent Default or impair any
right consequent thereto.


 


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SECTION 6.03.  Other Remedies.  If an Event of Default occurs and is
continuing, the Trustee may pursue any available remedy to collect the payment
of principal of or interest on the Securities or to enforce the performance of
any provision of the Securities or this Indenture.


 


The Trustee
may maintain a proceeding even if it does not possess any of the Securities or
does not produce any of them in the proceeding. 
A delay or omission by the Trustee or any Securityholder in exercising
any right or remedy accruing upon an Event of Default shall not impair the
right or remedy or constitute a waiver of or acquiescence in the Event of
Default.  No remedy is exclusive of any
other remedy.  All available remedies are
cumulative.


 


SECTION 6.04.  Waiver of
Past Defaults.  The Holders of a
majority in aggregate principal amount of the Securities then outstanding by
notice to the Trustee may waive an existing Default and its consequences except
(i) a Default in the payment of the principal of or interest on a Security
or (ii) a Default in respect of a provision that under Section 9.02
cannot be amended without the consent of each Securityholder affected.  When a Default is waived, it is deemed cured,
but no such waiver shall extend to any subsequent or other Default or impair
any consequent right.


 


SECTION 6.05.  Control by
Majority.  The Holders of a majority
in aggregate principal amount of the Securities then outstanding may direct the
time, method and place of conducting any proceeding for any remedy available to
the Trustee or of exercising any trust or power conferred on the Trustee with
respect to the Securities.  However, the
Trustee may refuse to follow any direction that conflicts with law or this
Indenture or, subject to Section 7.01, that the Trustee determines is
unduly prejudicial to the rights of other Securityholders or would involve the
Trustee in personal liability; provided,
however, that the Trustee may take any other action deemed proper by the
Trustee that is not inconsistent with such direction.  Prior to taking any action hereunder, the
Trustee shall be entitled to reasonable indemnification against all losses and
expenses caused by taking or not taking such action.


 


SECTION 6.06.  Limitation
on Suits.  A Securityholder may not
pursue any remedy with respect to this Indenture or the Securities unless:


 


(1)  such
Holder shall have previously given to the Trustee written notice of a
continuing Event of Default;


 


(2)  the
Holders of at least 25% in aggregate principal amount of the Securities then
outstanding shall have made a written request, and such Holder of or Holders
shall have offered reasonable indemnity, to the Trustee to pursue such
proceeding as trustee; and


 


(3)  the
Trustee has not received from the Holders of at least a majority in aggregate
principal amount of the Securities outstanding a direction inconsistent with
such request and has failed to institute such proceeding within 60 days after
such notice, request and offer.


 


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The foregoing
limitations on the pursuit of remedies by a Securityholder shall not apply to a
suit instituted by a Holder for the enforcement of payment of the principal of,
and premium, if any, or interest on, such Security on or after the applicable
due date specified in such Security. A Securityholder may not use this
Indenture to prejudice the rights of another Securityholder or to obtain a
preference or priority over another Securityholder.


 


SECTION 6.07.  Rights of
Holders to Receive Payment. 
Notwithstanding any other provision of this Indenture, the right of any
Holder to receive payment of principal of and interest on the Securities held
by such Holder, on or after the respective due dates expressed in the
Securities, or to bring suit for the enforcement of any such payment on or
after such respective dates, shall not be impaired or affected without the
consent of such Holder.


 


SECTION 6.08.  Collection Suit
by Trustee.  If an Event of Default
specified in Section 6.01(1) or (2) occurs and is continuing, the
Trustee may recover judgment in its own name and as trustee of an express trust
against the Company for the whole amount then due and owing (together with
interest on any unpaid interest to the extent lawful) and the amounts provided
for in Section 7.07.


 


SECTION 6.09.  Trustee May
File Proofs of Claim.  The Trustee
may file such proofs of claim and other papers or documents as may be necessary
or advisable in order to have the claims of the Trustee and the Securityholders
allowed in any judicial proceedings relative to the Company, its creditors or
its property and, unless prohibited by law or applicable regulations, may vote
on behalf of the Holders in any election of a trustee in bankruptcy or other
Person performing similar functions, and any Custodian in any such judicial
proceeding is hereby authorized by each Holder to make payments to the Trustee
and, in the event that the Trustee shall consent to the making of such payments
directly to the Holders, to pay to the Trustee any amount due it for the
reasonable compensation, expenses, disbursements and advances of the Trustee,
its agents and its counsel, and any other amounts due the Trustee under Section 7.07.


 


SECTION 6.10.  Priorities.  If the Trustee collects any money or property
pursuant to this Article VI, it shall pay out the money or property in the
following order:


 


FIRST:  to the Trustee for amounts due under Section 7.07;


 


SECOND:  to holders of Senior Debt to the extent
required by Articles X and XII;


 


THIRD:  to Securityholders for amounts due and unpaid
on the Securities for principal and interest, ratably, without preference or
priority of any kind, according to the amounts due and payable on the
Securities for principal and interest, respectively; and


 


FOURTH:  to the Company.


 


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The Trustee
may fix a record date and payment date for any payment to Securityholders pursuant
to this Section.  At least 15 days before
such record date, the Company shall mail to each Securityholder and the Trustee
a notice that states the record date, the payment date and amount to be paid.


 


SECTION 6.11.  Undertaking for
Costs.  In any suit for the
enforcement of any right or remedy under this Indenture or in any suit against
the Trustee for any action taken or omitted by it as Trustee, a court in its
discretion may require the filing by any party litigant in the suit of an
undertaking to pay the costs of the suit, and the court in its discretion may
assess reasonable costs, including reasonable attorneys’ fees, against any
party litigant in the suit, having due regard to the merits and good faith of
the claims or defenses made by the party litigant.  This Section does not apply to a suit by
the Trustee, a suit by a Holder pursuant to Section 6.07 or a suit by
Holders of more than 10% in aggregate principal amount of the Securities.


 


SECTION 6.12.  Waiver of
Stay or Extension Laws.  The Company
(to the extent it may lawfully do so) shall not at any time insist upon, or
plead, or in any manner whatsoever claim or take the benefit or advantage of,
any stay or extension law wherever enacted, now or at any time hereafter in
force, that may affect the covenants or the performance of this Indenture; and
the Company (to the extent that it may lawfully do so) hereby expressly waives
all benefit or advantage of any such law, and shall not hinder, delay or impede
the execution of any power herein granted to the Trustee, but shall suffer and
permit the execution of every such power as though no such law had been
enacted.


 


ARTICLE VII


 


Trustee


 


SECTION 7.01.  Duties of
Trustee.  (a)    If an Event of Default has occurred and is
continuing, the Trustee shall exercise the rights and powers vested in it by
this Indenture and use the same degree of care and skill in their exercise as a
prudent Person would exercise or use under the circumstances in the conduct of
such Person’s own affairs.


 


(b)  Except during the continuance of an
Event of Default:


 


(1)  the
Trustee undertakes to perform such duties and only such duties as are
specifically set forth in this Indenture and no implied covenants or
obligations shall be read into this Indenture against the Trustee; and


 


(2)  in
the absence of bad faith on its part, the Trustee may conclusively rely, as to
the truth of the statements and the correctness of the opinions expressed
therein, upon certificates or opinions furnished to the Trustee and conforming
to the requirements of this Indenture. 
However, the Trustee shall examine the certificates and opinions to
determine whether or not they conform to the requirements of this Indenture.


 


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(c)  The Trustee may not be relieved from
liability for its own negligent action, its own negligent failure to act or its
own wilful misconduct, except that:


 


(1)  this
paragraph does not limit the effect of paragraph (b) of this Section;


 


(2)  the
Trustee shall not be liable for any error of judgment made in good faith by a
Trust Officer unless it is proved that the Trustee was negligent in
ascertaining the pertinent facts; and


 


(3)  the
Trustee shall not be liable with respect to any action it takes or omits to
take in good faith in accordance with a direction received by it pursuant to Section 6.05.


 


(d)  Every provision of this Indenture that
in any way relates to the Trustee is subject to paragraphs (a), (b) and (c) of
this Section.


 


(e)  The Trustee shall not be liable for
interest on any money received by it except as the Trustee may agree in writing
with the Company.


 


(f)  Money held in trust by the Trustee
need not be segregated from other funds except to the extent required by law.


 


(g)  No provision of this Indenture shall
require the Trustee to expend or risk its own funds or otherwise incur
financial liability in the performance of any of its duties hereunder or in the
exercise of any of its rights or powers if it shall have reasonable grounds to
believe that repayment of such funds or adequate indemnity against such risk or
liability is not reasonably assured to it.


 


(h)  Every provision of this Indenture
relating to the conduct or affecting the liability of or affording protection
to the Trustee shall be subject to the provisions of this Section and to
the provisions of the TIA and the provisions of this Article VII shall
apply to the Trustee in its role as Registrar, Paying Agent and Security
Custodian.


 


(i)  The Trustee shall not be deemed to
have notice of a Default or an Event of Default unless (a) the Trustee has
received written notice thereof from the Company or any Holder or (b) a
Trust Officer shall have actual knowledge thereof.


 


SECTION 7.02.  Rights of
Trustee.  (a)    The Trustee may rely on any document
believed by it to be genuine and to have been signed or presented by the proper
person.  The Trustee need not investigate
any fact or matter stated in the document.


 


(b)  Before the Trustee acts or refrains
from acting, it may require an Officers’ Certificate or an Opinion of
Counsel.  The Trustee shall not be liable
for any action it takes or omits to take in good faith in reliance on the
Officers’ Certificate or Opinion of Counsel.


 


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(c)  The Trustee may act through agents and
shall not be responsible for the misconduct or negligence of any agent
appointed with due care.


 


(d)  The Trustee shall not be liable for
any action it takes or omits to take in good faith that it believes to be
authorized or within its rights or powers; provided, however, that the Trustee’s conduct does not constitute wilful
misconduct or negligence.


 


(e)  The Trustee may consult with counsel,
and the advice or opinion of counsel with respect to legal matters relating to
this Indenture and the Securities shall be full and complete authorization and
protection from liability in respect to any action taken, omitted or suffered
by it hereunder in good faith and in accordance with the advice or opinion of
such counsel.


 


(f)  The permissive rights of the Trustee
to do things enumerated in this Indenture shall not be construed as a duty
unless so specified herein.


 


(g)  Delivery of reports, information and
documents to the Trustee under Section 4.02 is for informational purposes
only and the Trustee’s receipt of the foregoing shall not constitute
constructive notice of any information contained therein or determinable from
information contained therein, including the Company’s compliance with any of
their covenants hereunder (as to which the Trustee is entitled to rely
exclusively on Officers’ Certificates).


 


SECTION 7.03.  Individual Rights
of Trustee.  The Trustee in its
individual or any other capacity may become the owner or pledgee of Securities
and may otherwise deal with the Company or its Affiliates with the same rights
it would have if it were not Trustee. 
Any Paying Agent or Registrar may do the same with like rights.  However, the Trustee must comply with
Sections 7.10 and 7.11.


 


SECTION 7.04.  Trustee’s Disclaimer.  The Trustee shall not be responsible for and
makes no representation as to the validity, priority or adequacy of this
Indenture or the Securities except as contained in the Trustee’s certificate of
authentication.  The Trustee shall not be
accountable for the Company’s use of the proceeds from the issuance and sale of
the Securities, and it shall not be responsible for any statement of the
Company, any initial purchaser or placement agent, any Subsidiary Guarantor or
any other Person in this Indenture or in any document issued in connection with
the issuance and sale of the Securities or in the Securities whether oral or
written.


 


SECTION 7.05.  Notice of
Defaults.  If a Default or Event of
Default occurs and is continuing and if it is known to the Trustee, the Trustee
shall mail to each Securityholder notice of the Default or Event of Default
within 90 days after it is known to a Trust Officer or written notice of it is
received by the Trustee.  Except in the
case of a Default or Event of Default in payment of principal of or interest on
any Security, the Trustee may withhold the notice if and so long as a committee
of its Trust Officers in good faith determines that withholding the notice is
in the interests of Securityholders.


 


SECTION 7.06.  Reports by
Trustee to Holders.  As promptly as
practicable after each February 15 beginning with February 15, 2005,
and in any event


 


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prior to March 31 in each
year, the Trustee shall mail to each Securityholder a brief report dated as of February 15,
2005 each year that complies with TIA § 313(a), if and to the extent
required by such subsection.  The Trustee
shall also comply with TIA § 313(b). 
The Trustee will comply with TIA § 313(c).


 


A copy of each
report at the time of its mailing to Securityholders shall be filed with the
SEC and each stock exchange (if any) on which the Securities are listed.  The Company agrees to notify promptly the
Trustee whenever the Securities become listed on any stock exchange and of any
delisting thereof.


 


SECTION 7.07.  Compensation
and Indemnity.  The Company shall pay
to the Trustee from time to time reasonable compensation as agreed to between
the Company and the Trustee for its services. 
The Trustee’s compensation shall not be limited by any law on compensation
of a trustee of an express trust.  The
Company shall reimburse the Trustee upon request for all reasonable
out-of-pocket expenses incurred or made by it, including costs of collection,
in addition to the compensation for its services.  Such expenses shall include the reasonable
compensation and expenses, disbursements and advances of the Trustee’s agents,
counsel, accountants and experts.  The
Company and each Subsidiary Guarantor, jointly and severally, shall indemnify
the Trustee against any and all loss, liability or expense (including
reasonable attorneys’ fees) incurred by it in connection with the acceptance
and administration of this trust and the performance of its duties
hereunder.  The Trustee shall notify the
Company promptly of any claim for which it may seek indemnity. Failure by the
Trustee to so notify the Company shall not relieve the Company or any
Subsidiary Guarantor of its obligations hereunder.  The Company shall defend the claim and the
Trustee may have separate counsel and the Company and the Subsidiary
Guarantors, as applicable, shall pay the reasonable fees and expenses of such
counsel, provided, however, that the Company shall not be
required to pay such fees and expenses if it assumes the Trustee’s defense,
and, in the Trustee’s reasonable judgment, there is no conflict of interest
between the Company and the Trustee in connection with such defense.  The Company need not reimburse any expense or
indemnify against any loss, liability or expense incurred by the Trustee
through the Trustee’s own wilful misconduct, negligence or bad faith.  The Company need not pay for any settlement
made by the Trustee without the Company’s consent, such consent not to be
unreasonably withheld.  All
indemnifications and releases from liability granted hereunder to the Trustee
shall extend to its officers, directors, employees, agents, successors and
assigns.


 


To secure the
Company’s payment obligations in this Section, the Trustee shall have a lien
prior to the Securities on all money or property held or collected by the
Trustee other than money or property held in trust to pay principal of and
interest on particular Securities.


 


The Company’s
payment obligations pursuant to this Section shall survive the resignation
or removal of the Trustee and the discharge of this Indenture.  When the Trustee incurs expenses after the
occurrence of a Default specified in Section 6.01(6) or (7) with respect
to the Company, the expenses are intended to constitute expenses of
administration under the Bankruptcy Law.


 


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The Trustee
will comply with the provisions of TIA § 313(b)(2) to the extent
applicable.


 


SECTION 7.08.  Replacement
of Trustee.  The Trustee may resign
at any time by so notifying the Company. 
The Holders of a majority in aggregate principal amount of the
Securities then outstanding may remove the Trustee by so notifying the Trustee
and may appoint a successor Trustee.  The
Company shall remove the Trustee if:


 


(i) 
the Trustee fails to comply with Section 7.10;


 


(ii) 
the Trustee is adjudged bankrupt or insolvent or an order for relief is
entered with respect to any Bankruptcy Law;


 


(iii) 
a receiver or other public officer takes charge of the Trustee or its
property; or


 


(iv) 
the Trustee otherwise becomes incapable of acting.


 


If the Trustee
resigns, is removed by the Company or by the Holders of a majority in aggregate
principal amount of the Securities then outstanding and such Holders do not
reasonably promptly appoint a successor Trustee, or if a vacancy exists in the
office of Trustee for any reason (the Trustee in such event being referred to
herein as the retiring Trustee), the Company shall promptly appoint a successor
Trustee.


 


A successor
Trustee shall deliver a written acceptance of its appointment to the retiring
Trustee and to the Company.  Thereupon
the resignation or removal of the retiring Trustee shall become effective, and
the successor Trustee shall have all the rights, powers and duties of the Trustee
under this Indenture.  The successor
Trustee shall mail a notice of its succession to Securityholders.  The retiring Trustee shall promptly transfer
all property held by it as Trustee to the successor Trustee, subject to the
lien provided for in Section 7.07.


 


If a successor
Trustee does not take office within 60 days after the retiring Trustee resigns
or is removed, the retiring Trustee or the Holders of 10% in aggregate
principal amount of the Securities then outstanding may petition any court of
competent jurisdiction for the appointment of a successor Trustee.


 


If the Trustee
fails to comply with Section 7.10, any Securityholder who has been a bona
fide Holder of a Security for at least six months may petition any court of
competent jurisdiction for the removal of the Trustee and the appointment of a
successor Trustee.


 


Notwithstanding
the replacement of the Trustee pursuant to this Section, the Company’s
obligations under Section 7.07 shall continue for the benefit of the
retiring Trustee.


 


SECTION 7.09.  Successor
Trustee by Merger.  If the Trustee
consolidates with, merges or converts into, or transfers all or substantially
all its corporate trust


 


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business or assets to, another
corporation or banking association, the resulting, surviving or transferee
corporation or banking association without any further act shall be the
successor Trustee.


 


In case at the
time such successor or successors by merger, conversion or consolidation to the
Trustee shall succeed to the trusts created by this Indenture any of the
Securities shall have been authenticated but not delivered, any such successor
to the Trustee may adopt the certificate of authentication of any predecessor
trustee, and deliver such Securities so authenticated; and in case at that time
any of the Securities shall not have been authenticated, any such successor to
the Trustee may authenticate such Securities either in the name of any
predecessor hereunder or in the name of the successor to the Trustee; and in
all such cases such certificates shall have the full force which it is anywhere
in the Securities or in this Indenture provided that the certificate of the
Trustee shall have.


 


SECTION 7.10.  Eligibility;
Disqualification.  The Trustee shall
at all times satisfy the requirements of TIA § 310(a).  The Trustee shall have (or, in the case of a
corporation included in a bank holding company system, the related bank holding
company shall have) a combined capital and surplus of at least $50,000,000 as
set forth in its (or its related bank holding company’s) most recent published
annual report of condition.  The Trustee
shall comply with TIA § 310(b), subject to the penultimate paragraph
thereof; provided, however, that
there shall be excluded from the operation of TIA § 310(b)(1) any indenture
or indentures under which other securities or certificates of interest or
participation in other securities of the Company are outstanding if the
requirements for such exclusion set forth in TIA § 310(b)(1) are met.


 


SECTION 7.11.  Preferential
Collection of Claims Against Company. 
The Trustee shall comply with TIA § 311(a), excluding any creditor
relationship listed in TIA § 311(b). 
A Trustee who has resigned or been removed shall be subject to TIA § 311(a)
to the extent indicated.


 


ARTICLE VIII


 


Discharge of
Indenture; Defeasance


 


SECTION 8.01.  Discharge
of Liability on Securities; Defeasance. 
(a)  When (i) the Company
delivers to the Trustee all outstanding Securities (other than Securities
replaced pursuant to Section 2.07) for cancelation or (ii) all
outstanding Securities have become due and payable, whether at maturity or as a
result of the mailing of a notice of redemption pursuant to Article III
and the Company irrevocably deposits with the Trustee funds sufficient to pay
at maturity or upon redemption all outstanding Securities, including interest
thereon to maturity or such redemption date (other than Securities replaced
pursuant to Section 2.07), and if in either case the Company pays all
other sums payable hereunder by the Company, then this Indenture shall, subject
to Section 8.01(c), cease to be of further effect.  The Trustee shall acknowledge satisfaction
and discharge of this Indenture on demand of the Company accompanied by an
Officers’ Certificate and an Opinion of Counsel and at the cost and expense of
the Company.


 


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(b)  Subject to Sections 8.01(c) and 8.02,
the Company at any time may terminate (i) all of its obligations under the
Securities and this Indenture (“legal defeasance option”) or (ii) its
obligations under Sections 4.02, 4.03, 4.04, 4.05, 4.06, 4.07, 4.08, 4.09,
4.10, 4.11, 4.12 and 4.13 and the operation of Sections 6.01(5), 6.01(6),
6.01(7), 6.01(8) and 6.01(9) (but, in the case of Sections 6.01(6) and (7),
with respect only to Significant Subsidiaries) and the limitations contained in
clauses (d) of Section 5.01 and Section 5.02 (“covenant defeasance
option”).  The Company may exercise its
legal defeasance option notwithstanding its prior exercise of its covenant defeasance
option.


 


If the Company
exercises its legal defeasance option, payment of the Securities may not be
accelerated because of an Event of Default with respect thereto.  If the Company exercises its covenant
defeasance option, payment of the Securities may not be accelerated because of
an Event of Default specified in Sections 6.01(4) (with respect to the
covenants of Article IV identified in the immediately preceding
paragraph), 6.01(5), 6.01(6), 6.01(7), 6.01(8) and 6.01(9) (but, in the case of
Sections 6.01(6) and 6.01(7), with respect only to Significant Subsidiaries) or
because of the failure of the Company to comply with the limitations contained
in clauses (d) of Section 5.01 or Section 5.02.  If the Company exercises its legal defeasance
option or its covenant defeasance option, each Subsidiary Guarantor, if any,
shall be released from all its obligations under its Subsidiary Guarantee.


 


Upon
satisfaction of the conditions set forth herein and upon request of the
Company, the Trustee shall acknowledge in writing the discharge of those
obligations that the Company terminates.


 


(c)  Notwithstanding clauses (a) and (b)
above, the Company’s obligations in Sections 2.04, 2.05, 2.06, 2.07, 7.07,
7.08, 8.05 and 8.06 shall survive until the Securities have been paid in
full.  Thereafter, the Company’s
obligations in Sections 7.07 and 8.05 shall survive.


 


SECTION 8.02.  Conditions to
Defeasance.  The Company may exercise
its legal defeasance option or its covenant defeasance option only if:


 


(1)  the
Company irrevocably deposits in trust with the Trustee money or U.S. Government
Obligations or a combination thereof for the payment of principal of and
interest on the Securities to maturity or redemption, as the case may be;


 


(2)  the
Company delivers to the Trustee a certificate from a nationally recognized firm
of independent certified public accountants expressing their opinion that the
payments of principal and interest when due and without reinvestment on the
deposited U.S. Government Obligations plus any deposited money without
investment will provide cash at such times and in such amounts as will be
sufficient to pay principal and interest when due on all the Securities to
maturity or redemption, as the case may be;


 


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(3)  123
days pass after the deposit is made and during the 123-day period no Default
specified in Section 6.01(6) or (7) with respect to the Company occurs
that is continuing at the end of the period;


 


(4)  the
deposit does not constitute a default under any other agreement or instrument
binding on the Company and is not prohibited by Article X;


 


(5)  the
Company delivers to the Trustee an Opinion of Counsel to the effect that the
trust resulting from the deposit does not constitute, or is qualified as, a
regulated investment company under the Investment Company Act of 1940;


 


(6)  in
the case of the legal defeasance option, the Company delivers to the Trustee an
Opinion of Counsel stating that (i) the Company has received from, or
there has been published by, the Internal Revenue Service a ruling, or
(ii) since the date of this Indenture there has been a change in the
applicable U.S. Federal income tax law, in either case to the effect that, and
based thereon such Opinion of Counsel shall confirm that, the Securityholders
will not recognize income, gain or loss for U.S. Federal income tax purposes as
a result of such defeasance and will be subject to U.S. Federal income tax on
the same amounts, in the same manner and at the same times as would have been
the case if such defeasance had not occurred;


 


(7)  in
the case of the covenant defeasance option, the Company delivers to the Trustee
an Opinion of Counsel to the effect that the Securityholders will not recognize
income, gain or loss for U.S. Federal income tax purposes as a result of such
covenant defeasance and will be subject to U.S. Federal income tax on the same
amounts, in the same manner and at the same times as would have been the case
if such covenant defeasance had not occurred;


 


(8)  the
Company delivers to the Trustee an Officers’ Certificate and an Opinion of
Counsel, each stating that all conditions precedent to the defeasance and
discharge of the Securities as contemplated by this Article VIII have been
complied with; and


 


(9)  no
Default or Event of Default has occurred and is continuing on the date of such
deposit and after giving effect thereto.


 


Before or
after a deposit, the Company may make arrangements satisfactory to the Trustee
for the redemption of Securities at a future date in accordance with Article III.


 


SECTION 8.03.  Application of
Trust Money.  The Trustee shall hold
in trust money or U.S. Government Obligations deposited with it pursuant to
this Article VIII.  It shall apply
the deposited money and the money from U.S. Government Obligations through the
Paying Agent and in accordance with this Indenture to the payment of principal
of and interest on the Securities.  Money
and securities so held in trust are not subject to Article X.


 


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SECTION 8.04.  Repayment to
Company.  The Trustee and the Paying
Agent shall promptly turn over to the Company upon request any excess money or
securities held by them at any time.


 


Subject to any
applicable abandoned property law, the Trustee and the Paying Agent shall pay
to the Company upon request any money held by them for the payment of principal
or interest that remains unclaimed for two years, and, thereafter,
Securityholders entitled to the money must look to the Company for payment as
general creditors.


 


SECTION 8.05.  Indemnity for
Government Obligations.  The Company
shall pay and shall indemnify the Trustee against any tax, fee or other charge
imposed on or assessed against deposited U.S. Government Obligations or the
principal and interest received on such U.S. Government Obligations.


 


SECTION 8.06.  Reinstatement.  If the Trustee or Paying Agent is unable to
apply any money or U.S. Government Obligations in accordance with this Article VIII
by reason of any legal proceeding or by reason of any order or judgment of any
court or governmental authority enjoining, restraining or otherwise prohibiting
such application, the Company’s obligations under this Indenture and the
Securities shall be revived and reinstated as though no deposit had occurred
pursuant to this Article VIII until such time as the Trustee or Paying
Agent is permitted to apply all such money or U.S. Government Obligations in
accordance with this Article VIII;  provided, however, that, if the Company has made any
payment of interest on or principal of any Securities because of the
reinstatement of its obligations, the Company shall be subrogated to the rights
of the Holders of such Securities to receive such payment from the money or
U.S. Government Obligations held by the Trustee or Paying Agent.


 


ARTICLE IX


 


Amendments


 


SECTION 9.01.  Without Consent
of Holders.  The Company and the
Trustee may amend this Indenture or the Securities without notice to or consent
of any Securityholder to:


 


(1)  cure
any ambiguity, omission, defect or inconsistency;


 


(2)  comply
with Article V;


 


(3)  provide
for uncertificated Securities in addition to or in place of certificated
Securities; provided, however, that
the uncertificated Securities are issued in registered form for purposes of Section 163(f)
of the Code or in a manner such that the uncertificated Securities are
described in Section 163(f)(2)(B) of the Code;


 


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(4)  add
additional Guarantees with respect to the Securities or to release Subsidiary
Guarantors from Subsidiary Guarantees as provided by the terms of this
Indenture,


 


(5)  make
any change in Article X or Article XII that would limit or terminate
the benefits available to any holder of Senior Debt (or Representatives therefor)
under Article X or Article XII;


 


(6)  secure
the Securities;


 


(7)  add
to the covenants of the Company for the benefit of the Holders or to surrender
any right or power herein conferred upon the Company;


 


(8)  comply
with any requirements of the SEC in connection with qualifying, or maintaining
the qualification of, this Indenture under the TIA;


 


(9)  make
any change that does not adversely affect the rights of any Securityholder; or


 


(10)  provide
for the issuance of additional Securities in accordance with this Indenture.


 


An amendment
under this Section may not make any change that adversely affects the
rights under Article X or Article XII of any holder of Senior Debt
then outstanding unless the holders of such Senior Debt (or their Representative)
consent to such change.


 


After an
amendment under this Section becomes effective, the Company shall mail to
Securityholders a notice briefly describing such amendment.  The failure to give such notice to all
Securityholders, or any defect therein, shall not impair or affect the validity
of an amendment under this Section.


 


SECTION 9.02.  With Consent
of Holders.  The Company and the
Trustee may amend this Indenture or the Securities without notice to any
Securityholder but with the written consent of the Holders of at least a
majority in aggregate principal amount of the Securities then outstanding
(including consents obtained in connection with a tender offer or exchange
offer for the Securities).  However,
without the consent of each Securityholder affected thereby, an amendment may
not:


 


(1)  reduce
the amount of Securities whose Holders must consent to an amendment or waiver;


 


(2)  reduce
the rate of or extend the time for payment of interest on any Security;


 


(3)  reduce
the principal of or extend the Stated Maturity of any Security;


 


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(4)  impair
the right of any Holder to receive payment of principal of and interest on such
Holder’s Securities on or after the due dates therefor or to institute suit for
the enforcement of any payment on or with respect to such Holder’s Securities
or any Subsidiary Guaranty;


 


(5)  reduce
the premium payable upon the redemption of any Security under
paragraph (5) of the Securities or change the time at which any Security
may be redeemed in accordance with paragraph (5) of the Securities and Article III;


 


(6)  make
any Security payable in money other than that stated in the Security;


 


(7)  make
any change in Article X or Article XII that adversely affects the
rights of any Securityholder; or


 


(8)  make
any change in any Subsidiary Guaranty that would adversely affect the
Securityholders.


 


It shall not
be necessary for the consent of the Holders under this Section to approve
the particular form of any proposed amendment, but it shall be sufficient if
such consent approves the substance thereof.


 


No amendment
may be made to the subordination provisions of this Indenture that adversely
affects the rights of any holder of Senior Debt then outstanding unless the
holders of such Senior Debt (or their Representative) consent to such change.


 


After an
amendment under this Section becomes effective, the Company shall mail to
Securityholders a notice briefly describing such amendment.  The failure to give such notice to all
Securityholders, or any defect therein, shall not impair or affect the validity
of an amendment under this Section.


 


SECTION 9.03.  Compliance with
Trust Indenture Act.  Every amendment
to this Indenture or the Securities shall comply with the TIA as then in
effect.


 


SECTION 9.04.  Revocation and
Effect of Consents and Waivers.  A
consent to an amendment or a waiver by a Holder of a Security shall bind the
Holder and every subsequent Holder of that Security or portion of the Security
that evidences the same debt as the consenting Holder’s Security, even if
notation of the consent or waiver is not made on the Security.  However, any such Holder or subsequent Holder
may revoke the consent or waiver as to such Holder’s Security or portion of the
Security if the Trustee receives the notice of revocation before the date the
amendment or waiver becomes effective. 
After an amendment or waiver becomes effective, it shall bind every
Securityholder.  An amendment or waiver
becomes effective upon the execution of such amendment or waiver by the
Trustee.


 


The Company
may, but shall not be obligated to, fix a record date for the purpose of
determining the Securityholders entitled to give their consent or take any
other


 


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action described above or required or permitted to be taken pursuant to
this Indenture.  If a record date is
fixed, then notwithstanding the immediately preceding paragraph, those Persons
who were Securityholders at such record date (or their duly designated proxies),
and only those Persons, shall be entitled to give such consent or to revoke any
consent previously given or to take any such action, whether or not such
Persons continue to be Holders after such record date.  No such consent shall be valid or effective for
more than 120 days after such record date.


 


SECTION 9.05.  Notation on
or Exchange of Securities.  If an
amendment or waiver changes the terms of a Security, the Trustee may require
the Holder of the Security to deliver such Security to the Trustee.  The Trustee may place an appropriate notation
on the Security regarding the changed terms and return such Security to the
Holder.  Alternatively, if the Company or
the Trustee so determines, the Company in exchange for the Security shall issue
and the Trustee shall authenticate a new Security that reflects the changed
terms.  Failure to make the appropriate
notation or to issue a new Security shall not affect the validity of such
amendment.


 


SECTION 9.06.  Trustee To
Sign Amendments.  The Trustee shall
sign any amendment authorized pursuant to this Article IX if the amendment
does not adversely affect the rights, duties, liabilities or immunities of the
Trustee.  If it does, the Trustee may but
need not sign it.  In signing such amendment
the Trustee shall be entitled to receive indemnity reasonably satisfactory to
it and to receive, and (subject to Section 7.01) shall be fully protected
in relying upon, an Officers’ Certificate and an Opinion of Counsel stating
that such amendment is authorized or permitted by this Indenture.


 


SECTION 9.07.  Payment for
Consent.  Neither the Company nor any
Affiliate of the Company shall, directly or indirectly, pay or cause to be paid
any consideration, whether by way of interest, fee or otherwise, to any Holder
for or as an inducement to any consent, waiver or amendment of any of the terms
or provisions of this Indenture or the Securities unless such consideration is
offered to be paid to all Holders that so consent, waive or agree to amend in
the time frame set forth in solicitation documents relating to such consent,
waiver or agreement.


 


ARTICLE X


 


Subordination


 


SECTION 10.01.  Agreement
To Subordinate.  The Company agrees,
and each Securityholder by accepting a Security agrees, that the Debt evidenced
by the Securities is subordinated in right of payment, to the extent and in the
manner provided in this Article X, to the payment when due of all Senior
Debt of the Company and that the subordination is for the benefit of and
enforceable by the holders of such Senior Debt. 
The Securities shall in all respects rank pari  passu with
any existing and future Senior Subordinated Debt (including any of US Oncology,
Inc.’s 9-5/8% Senior Subordinated Notes due 2012 that are not repurchased in
connection with the Merger) and senior to all future Subordinated Obligation of
the Company and the Subsidiary Guarantors, and only


 


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Senior Debt shall rank senior
to the Securities in accordance with the provisions set forth herein.  All provisions of this Article X shall
be subject to Section 10.12.


 


SECTION 10.02.  Liquidation,
Dissolution, Bankruptcy.  Upon any
payment or distribution of the assets of the Company upon a total or partial
liquidation, dissolution or winding up of the Company, upon the making by the
Company of an assignment for the benefit of its creditors, any marshalling of
the Company’s assets and liabilities or in a bankruptcy, reorganization,
insolvency, receivership or similar proceeding relating to the Company or its
Property:


 


(1) 
the holders of Senior Debt will be entitled to receive payment in full
in cash before the Holders of the Securities are entitled to receive any
payment of principal of or interest on the Securities, except that Holders of
Securities may receive and retain (i) shares of stock and any debt
securities that are subordinated to Senior Debt to at least the same extent as
the Securities (such shares and debt being referred to herein as “Permitted
Junior Securities”) and (ii) payments made from a trust formed in
compliance with the provisions of Section 8.01; and


 


(2) 
until the Senior Debt is paid in full in cash, any distribution to which
Holders of the Securities would be entitled but for this Article X will be
made to holders of the Senior Debt as their interests may appear.


 


SECTION 10.03.  Default on
Senior Debt.  The Company may not pay
principal of, or premium, if any, or interest on, the Securities, or make any
deposit pursuant to Section 8.01, and may not repurchase, redeem or
otherwise retire any Securities (collectively, “pay the Securities”) if
(a) any principal, premium or interest in respect of any Designated Senior
Debt is not paid when due or (b) any other default on Designated Senior
Debt occurs and the maturity of such Designated Senior Debt is accelerated in
accordance with its terms unless, in either case, (1) the default has been
cured or waived and any such acceleration has been rescinded or (2) such
Designated Senior Debt has been paid in full in cash; provided, however, that the Company may pay the
Securities without regard to the foregoing if the Company and the Trustee
receive written notice approving such payment from the Representative of such
issue of Designated Senior Debt.  During
the continuance of any default (other than a default described in clause (a) or
(b) of the preceding sentence) with respect to any Designated Senior Debt
pursuant to which the maturity thereof may be accelerated immediately without
further notice (except any notice required to effect the acceleration) or the
expiration of any applicable grace period, the Company may not pay the
Securities for a period (a “Payment Blockage Period”) commencing upon the
receipt by the Company and the Trustee of written notice of such default from
the Representative of the holders of such Designated Senior Debt specifying an
election to effect a Payment Blockage Period (a “Payment Blockage Notice”) and
ending 179 days thereafter.  The Payment
Blockage Period will end earlier if the Payment Blockage Period is terminated
(a) by written notice to the Trustee and the Company from the
Representative that gave such Payment Blockage Notice, (b) because such
default is no longer continuing, or (c) because such Designated Senior
Debt has been repaid in full in cash. 
Unless the holders of such Designated Senior Debt or the Representative
of such holders have accelerated the


 


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maturity of such Designated
Senior Debt and not rescinded such acceleration, the Company may (unless
otherwise prohibited as described in the first sentence of this paragraph)
resume payments on the Securities after the end of such Payment Blockage
Period.  Not more than one Payment
Blockage Notice with respect to all issues of Designated Senior Debt may be
given in any consecutive 360-day period, irrespective of the number of defaults
with respect to one or more issues of Designated Senior Debt during such
period.


 


SECTION 10.04.  Acceleration of
Payment of Securities.  If payment of
the Securities is accelerated when any Designated Senior Debt is outstanding,
the Company may not pay the Securities until five Business Days after the
Representatives of all issues of Designated Senior Debt receive notice of such
acceleration and, thereafter, may pay the Securities only if this Indenture
otherwise permits payment at that time.


 


SECTION 10.05.  When Distribution
Must Be Paid Over.  If a distribution
or payment is made to Securityholders that, because of this Article X,
should not have been made to them, the Securityholders who receive the
distribution or payment shall hold it in trust for holders of Senior Debt and
pay it over to them as their interests may appear.


 


SECTION 10.06.  Subrogation.  After all Senior Debt is paid in full and
until the Securities are paid in full, Securityholders shall be subrogated to
the rights of holders of Senior Debt to receive distributions applicable to
Senior Debt.  A distribution made under
this Article X to holders of Senior Debt that otherwise would have been
made to Securityholders is not, as between the Company and Securityholders, a
payment by the Company on such Senior Debt.


 


SECTION 10.07.  Relative Rights.  This Article X defines the relative
rights of Securityholders and holders of Senior Debt.  Nothing in this Indenture shall:


 


(1)  impair,
as between the Company and Securityholders, the obligation of the Company,
which is absolute and unconditional, to pay principal of and interest on the
Securities in accordance with their terms; or


 


(2)  prevent
the Trustee or any Securityholder from exercising its available remedies upon a
Default or an Event of Default, subject to the rights of holders of Senior Debt
to receive distributions or payments otherwise payable to Securityholders.


 


SECTION 10.08.  Subordination May
Not Be Impaired by Company.  No right
of any holder of Senior Debt to enforce the subordination of the Debt evidenced
by the Securities shall be impaired by any act or failure to act by the Company
or by its failure to comply with this Indenture.


 


Without in any
way limiting the generality of the foregoing paragraph, the holders of Senior
Debt of the Company may, at any time and from time to time, without the consent
of or notice to the Trustee or the Securityholders, without incurring
responsibility to the Trustee or the Securityholders and without impairing or
releasing the


 


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subordination provided in this Article X or the obligations
hereunder of the Trustee and the Securityholders to the holders of such Senior
Debt, do any one or more of the following: (1) change the manner, place, terms
or time of payment or extend the time of payment of, or renew or alter, such
Senior Debt or any instrument evidencing the same or any agreement under which
such Senior Debt is outstanding; (2) sell, exchange, impair, release or
otherwise deal with any property pledged, mortgaged or otherwise securing such
Senior Debt; (3) release any Person liable in any manner for the collection or
payment of such Senior Debt; and (4) exercise or refrain from exercising any
rights against the Company or any other Person.


 


SECTION 10.09.  Rights of
Trustee and Paying Agent. 
Notwithstanding Section 10.03, the Trustee or Paying Agent may
continue to make payments on the Securities and shall not be charged with
knowledge of the existence of facts that would prohibit the making of any such
payments unless, not less than two Business Days prior to the date of such
payment, a Trust Officer receives notice satisfactory to it that payments may
not be made under this Article X. 
The Company, the Registrar, the Paying Agent, a Representative or a
holder of Senior Debt may give the notice; provided, however, that, if an issue of Senior Debt has a Representative,
only the Representative may give the notice.


 


The Trustee in
its individual or any other capacity may hold Senior Debt with the same rights
it would have if it were not Trustee. 
The Registrar and the Paying Agent may do the same with like rights.  The Trustee shall be entitled to all the
rights set forth in this Article X with respect to any Senior Debt that
may at any time be held by it, to the same extent as any other holder of such
Senior Debt; and nothing in Article VII shall deprive the Trustee of any
of its rights as such holder.  Nothing in
this Article X shall apply to claims of, or payments to, the Trustee (in
its capacity as such) under or pursuant to Section 7.07.


 


SECTION 10.10.  Distribution or
Notice to Representative.  Whenever a
distribution is to be made or a notice given to holders of Senior Debt, the
distribution may be made and the notice given to their Representative (if any).


 


SECTION 10.11.  Article X Not To
Prevent Events of Default or Limit Right To Accelerate.  The failure to make a payment pursuant to the
Securities by reason of any provision in this Article X shall not be
construed as preventing the occurrence of a Default.  Nothing in this Article X shall have any
effect on the right of the Securityholders or the Trustee to accelerate the
maturity of the Securities.


 


SECTION 10.12.  Trust Moneys Not
Subordinated.  Notwithstanding
anything contained herein to the contrary, payments from money or the proceeds
of U.S. Government Obligations held in trust under Article VIII by the
Trustee for the payment of principal of and interest on the Securities shall
not be subordinated to the prior payment of any Senior Debt or subject to the
restrictions set forth in this Article X, and none of the Securityholders
shall be obligated to pay over any such amount to the Company or any holder of
Senior Debt or any other creditor of the Company.


 


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SECTION 10.13.  Trustee Entitled To
Rely.  Upon any payment or
distribution pursuant to this Article X, the Trustee and the
Securityholders shall be entitled to rely (i) upon any order or decree of
a court of competent jurisdiction in which any proceedings of the nature
referred to in Section 10.02 are pending, (ii) upon a certificate of
the liquidating trustee or agent or other Person making such payment or
distribution to the Trustee or to the Securityholders or (iii) upon the
Representatives for the holders of Senior Debt for the purpose of ascertaining
the Persons entitled to participate in such payment or distribution, the
holders of Senior Debt and other Debt of the Company, the amount thereof or
payable thereon, the amount or amounts paid or distributed thereon and all
other facts pertinent thereto or to this Article X.  In the event that the Trustee determines, in
good faith, that evidence is required with respect to the right of any Person
as a holder of Senior Debt to participate in any payment or distribution
pursuant to this Article X, the Trustee may request such Person to furnish
evidence to the reasonable satisfaction of the Trustee as to the amount of such
Senior Debt held by such Person, the extent to which such Person is entitled to
participate in such payment or distribution and other facts pertinent to the
rights of such Person under this Article X, and, if such evidence is not
furnished, the Trustee may defer any payment to such Person pending judicial
determination as to the right of such Person to receive such payment.  The provisions of Sections 7.01 and 7.02
shall be applicable to all actions or omissions of actions by the Trustee
pursuant to this Article X.


 


SECTION 10.14.  Trustee To
Effectuate Subordination.  Each
Securityholder by accepting a Security authorizes and directs the Trustee on
its behalf to take such action as may be necessary or appropriate to
acknowledge or effectuate the subordination between the Securityholders and the
holders of Senior Debt as provided in this Article X and appoints the
Trustee as attorney-in-fact for any and all such purposes.


 


SECTION 10.15.  Trustee Not
Fiduciary for Holders of Senior Debt. 
The Trustee shall not be deemed to owe any fiduciary duty to the holders
of Senior Debt and shall not be liable to any such holders if it shall
mistakenly pay over or distribute to Securityholders or the Company or any
other Person, money or assets to which any holders of Senior Debt shall be
entitled by virtue of this Article X or otherwise.


 


SECTION 10.16.  Reliance by
Holders of Senior Debt on Subordination Provisions.  Each Securityholder by accepting a Security
(whether upon original issue or upon transfer, assignment or exchange thereof)
acknowledges and agrees that the foregoing subordination provisions are, and
are intended to be, an inducement and a consideration to each holder of any
Senior Debt, whether such Senior Debt was created or acquired before or after
the issuance of the Securities, to acquire and continue to hold, or to continue
to hold, such Senior Debt and such holder of such Senior Debt shall be deemed
conclusively to have relied on such subordination provisions in acquiring and
continuing to hold, or in continuing to hold, such Senior Debt.


 


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ARTICLE XI


 


Subsidiary
Guarantees


 


SECTION 11.01.  Subsidiary Guarantees.  Each Subsidiary Guarantor hereby
unconditionally guarantees, jointly and severally, to each Holder and to the
Trustee and its successors and assigns (a) the full and punctual payment
of principal of and interest on the Securities when due, whether at maturity,
by acceleration, by redemption or otherwise, and all other monetary obligations
of the Company under this Indenture and the Securities and (b) the full
and punctual performance within applicable grace periods of all other
obligations of the Company under this Indenture and the Securities (all the
foregoing being hereinafter collectively called the “Obligations”).  Each Subsidiary Guarantor further agrees that
the Obligations may be extended or renewed, in whole or in part, without notice
or further assent from such Subsidiary Guarantor, and that such Subsidiary
Guarantor will remain bound under this Article XI notwithstanding any
extension or renewal of any Obligation.


 


Each
Subsidiary Guarantor waives presentation to, demand of, payment from and
protest to the Company of any of the Obligations and also waives notice of
protest for nonpayment.  Each Subsidiary
Guarantor waives notice of any default under the Securities or the
Obligations.  The obligations of each
Subsidiary Guarantor hereunder shall not be affected by (a) the failure of
any Holder or the Trustee to assert any claim or demand or to enforce any right
or remedy against the Company or any other Person (including the Subsidiary
Guarantors) under this Indenture, the Securities or any other agreement or
otherwise; (b) any extension or renewal of any thereof; (c) any rescission,
waiver, amendment or modification of any of the terms or provisions of this
Indenture, the Securities or any other agreement; (d) the release of any
security held by any Holder or the Trustee for the Obligations or any of them;
(e) the failure of any Holder or the Trustee to exercise any right or
remedy against any other guarantor of the Obligations; or (f) except as
set forth in Section 11.08, any change in the ownership of such Subsidiary
Guarantor.


 


Each
Subsidiary Guarantor further agrees that its Subsidiary Guaranty herein
constitutes a guarantee of payment, performance and compliance when due (and
not a guarantee of collection) and waives any right to require that any resort
be had by any Holder or the Trustee to any security held for payment of the Obligations.


 


Each
Subsidiary Guaranty is, to the extent and in the manner set forth in Article XII,
subordinated and subject in right of payment to the prior payment in full of
all Senior Debt of the Subsidiary Guarantor giving such Subsidiary Guaranty and
each Subsidiary Guaranty is made subject to such provisions of this Indenture.


 


Except as
expressly set forth in Sections 4.07, 4.13, 5.02, 8.01(b), 11.07 and 11.08, the
obligations of each Subsidiary Guarantor hereunder shall not be subject to any
reduction, limitation, impairment or termination for any reason, including any
claim of waiver, release, surrender, alteration or compromise, and shall not be
subject to any defense of setoff, counterclaim, recoupment or termination
whatsoever or by reason of


 


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the invalidity, illegality or unenforceability of the Guaranteed
Obligations or otherwise.  Without
limiting the generality of the foregoing, the obligations of each Subsidiary
Guarantor herein shall not be discharged or impaired or otherwise affected by
the failure of any Holder or the Trustee to assert any claim or demand or to
enforce any remedy under this Indenture, the Securities or any other agreement,
by any waiver or modification of any thereof, by any default, failure or delay,
willful or otherwise, in the performance of the obligations, or by any other
act or thing or omission or delay to do any other act or thing which may or
might in any manner or to any extent vary the risk of such Subsidiary Guarantor
or would otherwise operate as a discharge of such Subsidiary Guarantor as a
matter of law or equity.


 


Each
Subsidiary Guarantor further agrees that its Subsidiary Guaranty herein shall
continue to be effective or be reinstated, as the case may be, if at any time
payment, or any part thereof, of principal of or interest on any Obligation is
rescinded or must otherwise be restored by any Holder or the Trustee upon the
bankruptcy or reorganization of the Company or otherwise.


 


In furtherance
of the foregoing and not in limitation of any other right which any Holder or
the Trustee has at law or in equity against any Subsidiary Guarantor by virtue
hereof, upon the failure of the Company to pay the principal of or interest on
any Obligation when and as the same shall become due, whether at maturity, by
acceleration, by redemption or otherwise, or to perform or comply with any
other Obligation, each Subsidiary Guarantor hereby promises to and will, upon
receipt of written demand by the Trustee, forthwith pay, or cause to be paid,
in cash, to the Holders or the Trustee an amount equal to the sum of
(i) the unpaid amount of such Obligations, (ii) accrued and unpaid
interest on such Obligations (but only to the extent not prohibited by law) and
(iii) all other monetary Obligations of the Company to the Holders and the
Trustee.


 


Each
Subsidiary Guarantor agrees that it shall not be entitled to any right of
subrogation in respect of any Obligations guaranteed hereby until payment in
full in cash of all Obligations and all obligations to which the Obligations
are subordinated as provided in Article XII.  Each Subsidiary Guarantor further agrees
that, as between it, on the one hand, and the Holders and the Trustee, on the
other hand, (x) the maturity of the Obligations guaranteed hereby may be
accelerated as provided in Article VI for the purposes of such Subsidiary
Guarantor’s Subsidiary Guaranty herein, notwithstanding any stay, injunction or
other prohibition preventing such acceleration in respect of the Obligations guaranteed
hereby, and (y) in the event of any declaration of acceleration of such
Obligations as provided in Article VI, such Obligations (whether or not
due and payable) shall forthwith become due and payable by such Subsidiary
Guarantor for the purposes of this Section.


 


Each
Subsidiary Guarantor also agrees to pay any and all costs and expenses
(including reasonable attorneys’ fees) incurred by the Trustee or any Holder in
enforcing any rights under this Section 11.01.


 


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SECTION 11.02.  Contribution.  Each Subsidiary Guarantor (a “Contributing
Party”) agrees (subject to Articles X and XII) that, in the event a payment
shall be made by any other Subsidiary Guarantor under any Subsidiary Guaranty
(the “Claiming Guarantor”), the Contributing Party shall indemnify the Claiming
Guarantor in an amount equal to the amount of such payment multiplied by a
fraction, the numerator of which shall be the net worth of the Contributing
Party on the date of such payment and the denominator of which shall be the
aggregate net worth of all the Subsidiary Guarantors on the date of such
payment.


 


SECTION 11.03.  Successors and
Assigns.  This Article XI shall
be binding upon each Subsidiary Guarantor and its successors and assigns and
shall inure to the benefit of the successors and assigns of the Trustee and the
Holders and, in the event of any transfer or assignment of rights by any Holder
or the Trustee, the rights and privileges conferred upon that party in this
Indenture and in the Securities shall automatically extend to and be vested in
such transferee or assignee, all subject to the terms and conditions of this
Indenture.


 


SECTION 11.04.  No Waiver.  Neither a failure nor a delay on the part of
either the Trustee or the Holders in exercising any right, power or privilege
under this Article XI shall operate as a waiver thereof, nor shall a
single or partial exercise thereof preclude any other or further exercise of
any right, power or privilege.  The
rights, remedies and benefits of the Trustee and the Holders herein expressly
specified are cumulative and not exclusive of any other rights, remedies or
benefits which either may have under this Article XI at law, in equity, by
statute or otherwise.


 


SECTION 11.05.  Modification.  No modification, amendment or waiver of any
provision of this Article XI, nor the consent to any departure by any
Subsidiary Guarantor therefrom, shall in any event be effective unless the same
shall be in writing and signed by the Trustee, and then such waiver or consent
shall be effective only in the specific instance and for the purpose for which
given.  No notice to or demand on any
Subsidiary Guarantor in any case shall entitle such Subsidiary Guarantor to any
other or further notice or demand in the same, similar or other circumstances.


 


SECTION 11.06.  Execution of
Supplemental Indenture for Future Subsidiary Guarantors.  Each Subsidiary which is required to become a
Subsidiary Guarantor pursuant to Section 4.13 shall promptly execute and
deliver to the Trustee a supplemental indenture in the form of Exhibit C hereto
pursuant to which such Subsidiary shall become a Subsidiary Guarantor under
this Article XI and shall guarantee the Obligations.  Concurrently with the execution and delivery
of such supplemental indenture, the Company shall deliver to the Trustee an
Opinion of Counsel to the effect that such supplemental indenture has been duly
authorized, executed and delivered by such Subsidiary and that, subject to the
application of bankruptcy, insolvency, moratorium, fraudulent conveyance or
transfer and other similar laws relating to creditors’ rights generally and to
the principles of equity, whether considered in a proceeding at law or in
equity, the Subsidiary Guaranty of such Subsidiary Guarantor is a legal, valid
and binding obligation of such Subsidiary Guarantor, enforceable against such
Subsidiary Guarantor in accordance with its terms.


 


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SECTION 11.07.  Limitation on
Liability.  Any term or provision of
this Indenture to the contrary notwithstanding, the maximum aggregate amount of
the Obligations guaranteed hereunder by any Subsidiary Guarantor shall not
exceed the maximum amount that can be hereby guaranteed without rendering this
Indenture, as it relates to such Subsidiary Guarantor, voidable under
applicable law relating to fraudulent conveyance or fraudulent transfer or
similar laws affecting the rights of creditors generally.


 


SECTION 11.08.  Release of
Subsidiary Guarantor.  Upon


 


(i)  the sale (including any sale pursuant to any
exercise of remedies by a holder of Senior Debt of the Company or of such
Subsidiary Guarantor) or other disposition (including by way of consolidation
or merger) of a Subsidiary Guarantor,


 


(ii)  the sale or disposition of all or
substantially all the assets of such Subsidiary Guarantor or


 


(iii)  upon the designation of such Subsidiary
Guarantor as an Unrestricted Subsidiary pursuant to the terms of this
Indenture,


 


such
Subsidiary Guarantor shall be deemed released from all obligations under this Article 11
without any further action required on the part of the Trustee or any Holder,
in each case other than a sale or disposition to Parent or a Subsidiary of
Parent.  In the case of clauses (i) and
(ii) above, the Company shall provide an Officers’ Certificate to the Trustee
to the effect that the Company will comply with its obligations under Section 4.06.  At the request of the Company, the Trustee
shall execute and deliver an appropriate instrument evidencing such release.


 


ARTICLE XII


 


Subordination
of Subsidiary Guarantees


 


SECTION 12.01.  Agreement To
Subordinate.  Each Subsidiary
Guarantor agrees, and each Securityholder by accepting a Security agrees, that
the Obligations evidenced by such Subsidiary Guarantor’s Subsidiary Guaranty is
subordinated in right of payment, to the extent and in the manner provided in
this Article XII, to the payment when due of all Senior Debt of such
Subsidiary Guarantor and that the subordination is for the benefit of and enforceable
by the holders of such Senior Debt.  The
Obligations of a Subsidiary Guarantor shall in all respects rank pari  passu
with any future Senior Subordinated Debt of such Subsidiary Guarantor and
senior to all existing and future junior subordinated Debt of such Subsidiary
Guarantor, and only Senior Debt shall rank senior to the Obligations of such
Subsidiary Guarantor in accordance with the provisions set forth herein.


 


SECTION 12.02.  Liquidation,
Dissolution, Bankruptcy.  Upon any
payment or distribution of the assets of any Subsidiary Guarantor to creditors
upon a total or partial liquidation or a total or partial dissolution of such
Subsidiary Guarantor, upon


 


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the making by any Subsidiary
Guarantor of an assignment for the benefit of its creditors, any marshalling of
any Subsidiary Guarantor’s assets and liabilities or in a bankruptcy,
reorganization, insolvency, receivership or similar proceeding relating to such
Subsidiary Guarantor or its property:


 


(1)  holders
of Senior Debt of such Subsidiary Guarantor shall be entitled to receive
payment in full in cash of such Senior Debt before Securityholders shall be
entitled to receive any payment pursuant to any Obligations of such Subsidiary
Guarantor, except that all Securityholders may receive and retain shares of
stock and any debt securities of such Subsidiary Guarantor that are
subordinated to Senior Debt of such Subsidiary Guarantor to at least the same
extent as the Obligations of such Subsidiary Guarantor are subordinated to
Senior Debt of such Subsidiary Guarantor; and


 


(2)  until
the Senior Debt of any Subsidiary Guarantor is paid in full in cash, any
distribution made by or on behalf of such Subsidiary Guarantor to which
Securityholders would be entitled but for this Article XII shall be made
to holders of the Senior Debt as their interests may appear.


 


SECTION 12.03.  Default on
Senior Debt of Subsidiary Guarantor. 
No Subsidiary Guarantor may make any payment pursuant to any of its
Obligations or repurchase, redeem or otherwise retire or defease any Securities
or other Obligations (collectively, “pay its Subsidiary Guaranty”) if
(i) any Designated Senior Debt of such Subsidiary Guarantor is not paid
within any applicable grace period (including at maturity) or (ii) any
other default on Designated Senior Debt of such Subsidiary Guarantor occurs and
the maturity of such Designated Senior Debt is accelerated in accordance with
its terms unless, in either case, (x) the default has been cured or waived
and any such acceleration has been rescinded or (y) such Designated Senior
Debt has been paid in full in cash; provided, however, that any Subsidiary Guarantor may pay its Subsidiary
Guaranty without regard to the foregoing if such Subsidiary Guarantor and the
Trustee receive written notice approving such payment from the Representatives
of each issue of Designated Senior Debt of such Subsidiary Guarantor.  No Subsidiary Guarantor may pay its
Subsidiary Guaranty during the continuance of any Payment Blockage Period after
receipt by the Company and the Trustee of a Payment Blockage Notice under Section 10.03.  Notwithstanding the provisions described in
the immediately preceding sentence, unless the holders of Designated Senior
Debt giving such Payment Blockage Notice or the Representative of such holders
shall have accelerated the maturity of such Designated Senior Debt and not
rescinded such acceleration, any Subsidiary Guarantor may (unless otherwise
prohibited as described in the first sentence of this paragraph) resume
payments pursuant to its Subsidiary Guaranty after such Payment Blockage
Period.


 


SECTION 12.04.  Demand for
Payment.  If a demand for payment is
made on a Subsidiary Guarantor pursuant to Article XI, such Subsidiary
Guarantor may not pay its Subsidiary Guaranty until five Business Days after
the Representatives of all issues of Designated Senior Debt receive notice of
such acceleration and, thereafter, may pay its Subsidiary Guaranty only if this
Indenture otherwise permits payment at that time.


 


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SECTION 12.05.  When Distribution
Must Be Paid Over.  If a distribution
or payment is made to Securityholders that, because of this Article XII,
should not have been made to them, the Securityholders who receive the
distribution or payment shall hold it in trust for holders of the relevant
Senior Debt of the applicable Subsidiary Guarantor and pay it over to them or
their Representatives as their interests may appear.


 


SECTION 12.06.  Subrogation.  After all Senior Debt of a Subsidiary
Guarantor is paid in full and until the Securities are paid in full,
Securityholders shall be subrogated to the rights of holders of Senior Debt to
receive distributions applicable to Senior Debt of such Subsidiary Guarantor.  A distribution made under this Article XII
to holders of such Senior Debt that otherwise would have been made to
Securityholders is not, as between the relevant Subsidiary Guarantor and
Securityholders, a payment by such Subsidiary Guarantor on such Senior Debt.


 


SECTION 12.07.  Relative Rights.  This Article XII defines the relative
rights of Securityholders and holders of Senior Debt of a Subsidiary
Guarantor.  Nothing in this Indenture
shall:


 


(1)  impair,
as between a Subsidiary Guarantor and Securityholders, the obligation of such
Subsidiary Guarantor, which is absolute and unconditional, to pay the
Obligations to the extent set forth in Article XI or the relevant
Subsidiary Guaranty; or


 


(2)  prevent
the Trustee or any Securityholder from exercising its available remedies upon a
default by such Subsidiary Guarantor under the Obligations, subject to the
rights of holders of Senior Debt of such Subsidiary Guarantor to receive
distributions otherwise payable to Securityholders.


 


SECTION 12.08.  Subordination May
Not Be Impaired by Subsidiary Guarantor. 
No right of any holder of Senior Debt of any Subsidiary Guarantor to
enforce the subordination of the Obligation of such Subsidiary Guarantor shall
be impaired by any act or failure to act by such Subsidiary Guarantor or by its
failure to comply with this Indenture.


 


Without in any
way limiting the generality of the foregoing paragraph, the holders of Senior
Debt of a Subsidiary Guarantor may, at any time and from time to time, without
the consent of or notice to the Trustee or the Securityholders, without
incurring responsibility to the Trustee or the Securityholders and without
impairing or releasing the subordination provided in this Article XII or
the obligations hereunder of the Trustee and the Securityholders to the holders
of such Senior Debt, do any one or more of the following: (1) change the
manner, place, terms or time of payment or extend the time of payment of, or
renew or alter, such Senior Debt or any instrument evidencing the same or any
agreement under which such Senior Debt is outstanding; (2) sell, exchange,
impair, release or otherwise deal with any property pledged, mortgaged or
otherwise securing such Senior Debt; (3) release any Person liable in any
manner for the collection or payment of such Senior Debt; and (4) exercise or
refrain from exercising any rights against such Subsidiary Guarantor or any
other Person.


 


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SECTION 12.09.  Rights of Trustee
and Paying Agent.  Notwithstanding Section 12.03,
the Trustee or Paying Agent may continue to make payments on any Subsidiary
Guaranty and shall not be charged with knowledge of the existence of facts that
would prohibit the making of any such payments unless, not less than two
Business Days prior to the date of such payment, a Trust Officer receives
written notice satisfactory to it that such payments may not be made under this
Article XII.  The Company, the
relevant Subsidiary Guarantor, the Registrar, the Paying Agent, a
Representative or a holder of Senior Debt of such Subsidiary Guarantor may give
the notice; provided, however, that,
if an issue of Senior Debt of any Subsidiary Guarantor has a Representative,
only the Representative may give the notice.


 


The Trustee in
its individual or any other capacity may hold Senior Debt of any Subsidiary
Guarantor with the same rights it would have if it were not Trustee.  The Registrar and the Paying Agent may do the
same with like rights.  The Trustee shall
be entitled to all the rights set forth in this Article XII with respect
to any Senior Debt of any Subsidiary Guarantor that may at any time be held by
it, to the same extent as any other holder of such Senior Debt; and nothing in Article VII
shall deprive the Trustee of any of its rights as such holder.  Nothing in this Article XII shall apply
to claims of, or payments to, the Trustee under or pursuant to Section 7.07.


 


SECTION 12.10.  Distribution or
Notice to Representative.  Whenever a
distribution is to be made or a notice given to holders of Senior Debt of any
Subsidiary Guarantor, the distribution may be made and the notice given to
their Representative (if any).


 


SECTION 12.11.  Article XII
Not To Prevent Events of Default Under a Subsidiary Guaranty or Limit Right To
Demand Payment.  The failure to make
a payment pursuant to a Subsidiary Guaranty by reason of any provision in this Article XII
shall not be construed as preventing the occurrence of a default under such
Subsidiary Guaranty.  Nothing in this Article XII
shall have any effect on the right of the Securityholders or the Trustee to
make a demand for payment on any Subsidiary Guarantor pursuant to Article XI
or the relevant Subsidiary Guaranty.


 


SECTION 12.12.  Trustee Entitled
To Rely.  Upon any payment or
distribution pursuant to this Article XII, the Trustee and the
Securityholders shall be entitled to rely (i) upon any order or decree of
a court of competent jurisdiction in which any proceedings of the nature
referred to in Section 12.02 are pending, (ii) upon a certificate of
the liquidating trustee or agent or other Person making such payment or
distribution to the Trustee or to the Securityholders or (iii) upon the
Representatives for the holders of Senior Debt of any Subsidiary Guarantor for
the purpose of ascertaining the Persons entitled to participate in such payment
or distribution, the holders of such Senior Debt and other Debt of such
Subsidiary Guarantor, the amount thereof or payable thereon, the amount or
amounts paid or distributed thereon and all other facts pertinent thereto or to
this Article XII.  In the event that
the Trustee determines, in good faith, that evidence is required with respect
to the right of any Person as a holder of Senior Debt of any Subsidiary
Guarantor to participate in any payment or distribution pursuant to this Article XII,
the Trustee may request such Person to furnish evidence to the reasonable


 


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satisfaction of the Trustee as
to the amount of Senior Debt of such Subsidiary Guarantor held by such Person,
the extent to which such Person is entitled to participate in such payment or
distribution and other facts pertinent to the rights of such Person under this Article XII,
and, if such evidence is not furnished, the Trustee may defer any payment to
such Person pending judicial determination as to the right of such Person to
receive such payment.  The provisions of
Sections 7.01 and 7.02 shall be applicable to all actions or omissions of
actions by the Trustee pursuant to this Article XII.


 


SECTION 12.13.  Trustee
To Effectuate Subordination.  Each Securityholder by accepting a Security
authorizes and directs the Trustee on its behalf to take such action as may be
necessary or appropriate to acknowledge or effectuate the subordination between
the Securityholders and the holders of Senior Debt of any Subsidiary Guarantor
as provided in this Article XII and appoints the Trustee as
attorney-in-fact for any and all such purposes.


 


SECTION 12.14.  Trustee Not
Fiduciary for Holders of Senior Debt of Subsidiary Guarantor.  The Trustee shall not be deemed to owe any
fiduciary duty to the holders of Senior Debt of any Subsidiary Guarantor and
shall not be liable to any such holders if it shall mistakenly pay over or
distribute to Securityholders or the Company or any other Person, money or
assets to which any holders of such Senior Debt shall be entitled by virtue of
this Article XII or otherwise.


 


SECTION 12.15.  Reliance by Holders
of Senior Debt on Subordination Provisions. 
Each Securityholder by accepting a Security acknowledges and agrees that
the foregoing subordination provisions are, and are intended to be, an
inducement and a consideration to each such holder of any Senior Debt of any
Subsidiary Guarantor, whether such Senior Debt was created or acquired before
or after the issuance of the Securities, to acquire and continue to hold, or to
continue to hold, such Senior Debt and such holder of Senior Debt shall be
deemed conclusively to have relied on such subordination provisions in
acquiring and continuing to hold, or in continuing to hold, such Senior Debt.


 


ARTICLE XIII


 


Miscellaneous


 


SECTION 13.01.  Trust Indenture
Act Controls.  If any provision of
this Indenture limits, qualifies or conflicts with another provision that is
required to be included in this Indenture by the TIA, the required provision
shall control.


 


SECTION 13.02.  Notices.  Any notice or communication shall be in
writing and delivered in person or mailed by first-class mail or sent by
facsimile (with a hard copy delivered in person or by mail promptly thereafter)
and addressed as follows:


 


if to the Company or any Subsidiary Guarantor:


 


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US Oncology, Inc.

16825 Northchase Drive

Suite 1300

Houston, TX 77060


 


Attention of:  Chief Financial
Officer


 


if to the Trustee:


 


LaSalle Bank National Association

Corporate Trust Administration

135 South LaSalle Street, Suite 1960

Chicago, IL 60603


 


Attention of:  Erik Benson


 


The Company or
the Trustee by notice to the other may designate additional or different
addresses for subsequent notices or communications.


 


Any notice or
communication mailed to a Securityholder shall be mailed to the Securityholder
at the Securityholder’s address as it appears on the registration books of the
Registrar and shall be sufficiently given if so mailed within the time
prescribed.


 


Failure to
mail a notice or communication to a Securityholder or any defect in it shall
not affect its sufficiency with respect to other Securityholders.  If a notice or communication is mailed in the
manner provided above, it is duly given, whether or not the addressee receives
it.


 


SECTION 13.03.  Communication by
Holders with Other Holders. 
Securityholders may communicate pursuant to TIA § 312(b) with other
Securityholders with respect to their rights under this Indenture or the
Securities.  The Company, the Trustee,
the Registrar and anyone else shall have the protection of TIA § 312(c).


 


SECTION 13.04.  Certificate
and Opinion as to Conditions Precedent. 
Upon any request or application by the Company to the Trustee to take or
refrain from taking any action under this Indenture, the Company shall furnish
to the Trustee:


 


(1)  an
Officers’ Certificate in form and substance reasonably satisfactory to the
Trustee stating that, in the opinion of the signers, all conditions precedent,
if any, provided for in this Indenture relating to the proposed action have
been complied with; and


 


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(2)  an
Opinion of Counsel in form and substance reasonably satisfactory to the Trustee
stating that, in the opinion of such counsel, all such conditions precedent
have been complied with.


 


SECTION 13.05.  Statements
Required in Certificate or Opinion. 
Each certificate or opinion with respect to compliance with a covenant
or condition provided for in this Indenture shall include:


 


(1)  a
statement that the individual making such certificate or opinion has read such
covenant or condition;


 


(2)  a
brief statement as to the nature and scope of the examination or investigation
upon which the statements or opinions contained in such certificate or opinion
are based;


 


(3)  a
statement that, in the opinion of such individual, he has made such examination
or investigation as is necessary to enable him to express an informed opinion
as to whether or not such covenant or condition has been complied with; and


 


(4)  a
statement as to whether or not, in the opinion of such individual, such
covenant or condition has been complied with.


 


SECTION 13.06.  When Securities
Disregarded.  In determining whether
the Holders of the required principal amount of Securities have concurred in
any direction, waiver or consent, Securities owned by the Company, any
Subsidiary Guarantor or by any Person directly or indirectly controlling or
controlled by or under direct or indirect common control with the Company or
any Subsidiary Guarantor shall be disregarded and deemed not to be outstanding,
except that, for the purpose of determining whether the Trustee shall be
protected in relying on any such direction, waiver or consent, only Securities
that the Trustee knows are so owned shall be so disregarded.  Also, subject to the foregoing, only
Securities outstanding at the time shall be considered in any such
determination.


 


SECTION 13.07.  Rules by
Trustee, Paying Agent and Registrar. 
The Trustee may make reasonable rules for action by or a meeting of
Securityholders.  The Registrar and the
Paying Agent may make reasonable rules for their functions.


 


SECTION 13.08.  Legal Holidays.  A “Legal Holiday” is a Saturday, a Sunday or
a day on which banking institutions are not required to be open in the State of
New York.  If a payment date is a Legal
Holiday, payment shall be made on the next succeeding day that is not a Legal
Holiday, and no interest shall accrue for the intervening period.  If a regular record date is a Legal Holiday,
the record date shall not be affected.


 


SECTION 13.09.  Governing Law.  THIS
INDENTURE AND THE SECURITIES SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE
WITH, THE LAWS OF THE STATE OF NEW YORK.


 


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SECTION 13.10.  No Recourse
Against Others.  A director, officer,
manager, employee, incorporator, member, partner or stockholder, as such, of
the Company or any Subsidiary Guarantor shall not have any liability for any
obligations of the Company under the Securities or this Indenture or any such
Subsidiary Guarantor under any Subsidiary Guaranty, as the case may be, or for
any claim based on, in respect of or by reason of such obligations or their
creation.  By accepting a Security, each
Securityholder shall waive and release all such liability.  The waiver and release shall be part of the
consideration for the issue of the Securities.


 


SECTION 13.11.  Successors.  All agreements of the Company and each
Subsidiary Guarantor in this Indenture and the Securities shall bind its
successors.  All agreements of the
Trustee in this Indenture shall bind its successors.


 


SECTION 13.12.  Multiple Originals.  The parties may sign any number of copies of
this Indenture.  Each signed copy shall
be an original, but all of them together represent the same agreement.  One signed copy is enough to prove this
Indenture.


 


SECTION 13.13.  Table of
Contents; Headings.  The table of
contents, cross-reference sheet and headings of the Articles and Sections of
this Indenture have been inserted for convenience of reference only, are not
intended to be considered a part hereof and shall not modify or restrict any of
the terms or provisions hereof.


 


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


 


	
   

  	
  OILER ACQUISITION CORP.,

  
	
   

  	
   

  
	
   

  	
  By

  
	
   

  	
   

  	
  /s/ D. Scott Mackesy

  
	
   

  	
   

  	
  Name:D. Scott Mackesy

  
	
   

  	
   

  	
  Title:President

  



 


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  LASALLE BANK NATIONAL ASSOCIATION,

  
	
   

  	
   

  
	
   

  	
  By

  
	
   

  	
   

  	
  /s/ Vernita Anderson

  
	
   

  	
   

  	
  Name:Vernity Anderson

  
	
   

  	
   

  	
  Title:Assistant Vice President

  



 


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APPENDIX A


PROVISIONS RELATING TO INITIAL SECURITIES

AND EXCHANGE SECURITIES


 


1.  Definitions


 


1.1  Definitions


 


Capitalized
terms used but not otherwise defined in this Appendix shall have the meanings
assigned in the Indenture.  For the
purposes of this Appendix A the following terms shall have the meanings
indicated below:


 


“Applicable Procedures” means, with respect
to any transfer or transaction involving a Temporary Regulation S Global
Security or beneficial interest therein, the rules and procedures of the
Depository, Euroclear and Clearstream for such a Temporary Regulations S Global
Security, in each case to the extent applicable to such transaction and as in
effect from time to time.


 


“Clearstream” means Clearstream Banking,
S.A., or any successor securities clearing agency.


 


“Definitive Security” means a certificated
Initial Security or Exchange Security or Private Exchange Security bearing, if
required, the restricted securities legend set forth in Section 2.3(d).


 


“Depository” means The Depository Trust
Company, its nominees and their respective successors.


 


“Distribution Compliance Period”, with
respect to any Securities, means the period of 40 consecutive days beginning on
and including the later of (i) the day on which such Securities are first
offered to persons other than distributors (as defined in Regulation S under
the Securities Act) in reliance on Regulation S and (ii) the Issue Date
with respect to such Securities.


 


“Exchange Securities” means the 10 3/4%
Senior Subordinated Notes due 2014 to be issued pursuant to the Indenture in
connection with a Registered Exchange Offer pursuant to the Registration
Agreement.


 


“Euroclear” means Euroclear Bank S.A./N.V.,
as operator of the Euroclear System, or any successor securities clearing
agency.


 


“Initial Purchasers” means (i) with respect
to the Initial Securities issued on the Issue Date, Citigroup Global Markets
Inc., J.P. Morgan Securities Inc., Wachovia Capital Markets, LLC, and Deutsche
Bank Securities Inc. and (ii) with respect to each issuance of additional
Initial Securities, the Persons purchasing such additional Initial Securities
under the related Purchase Agreement.


 





















 


“Initial Securities” means the 10 3/4% Senior
Subordinated Notes due 2014, to be issued from time to time, in one or more
series as provided for in this Indenture.


 


“Offered Securities” means Initial Securities
in the aggregate principal amount of $275,000,000 issued on August 20,
2004.


 


“Private Exchange” means the offer by the
Company, pursuant to Section 2 of the Registration Agreement, or pursuant
to any similar provision of any other Registration Agreement, to issue and
deliver to certain purchasers, in exchange for the Initial Securities held by
such purchasers as part of their initial distribution, a like aggregate
principal amount of Private Exchange Securities.


 


“Private Exchange Securities” means the 10
3/4% Senior Subordinated Notes due 2014 to be issued pursuant to this Indenture
in connection with a Private Exchange pursuant to a Registration Agreement.


 


“Purchase Agreement” means (i) with respect
to the Initial Securities issued on the Issue Date, the Purchase Agreement
dated August 4, 2004, between the Company and the Initial Purchasers
relating to the Original Securities, and (ii) with respect to each issuance of
additional Initial Securities, the purchase agreement or underwriting agreement
between the Company and the Persons purchasing such additional Initial
Securities.


 


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


 


“Registered Exchange Offer” means the offer
by the Company, pursuant to a Registration Agreement, to certain Holders of
Initial Securities, to issue and deliver to such Holders, in exchange for the
Initial Securities, a like aggregate principal amount of Exchange Securities
registered under the Securities Act.


 


“Registration Agreement” means (i) with
respect to the Initial Securities issued on the Issue Date, the Registration
Rights Agreement dated August 4, 2004, between the Company and the Initial
Purchasers relating to the Original Securities and (ii) with respect to each
issuance of additional Initial Securities issued in a transaction exempt from
the registration requirements of the Securities Act, the registration rights
agreement, if any, between the Company and the Persons purchasing such
additional Initial Securities under the related Purchase Agreement.


 


“Rule 144A Securities” means all Initial
Securities offered and sold to QIBs in reliance on Rule 144A.


 


“Securities” means the Initial Securities and
the Exchange Securities, treated as a single class.


 


“Securities Act” means the Securities Act of
1933, as amended.


 


2





















 


“Securities Custodian” means the custodian
with respect to a Global Security (as appointed by the Depository) or any
successor person thereto, who shall initially be the Trustee.


 


“Shelf Registration Statement” means a
registration statement issued by the Company in connection with the offer and
sale of Initial Securities or Private Exchange Securities pursuant to the
Registration Agreement.


 


“Transfer Restricted Securities” means
Definitive Securities and any other Securities that bear or are required to
bear the legend set forth in Section 2.3(d) hereto.


 


1.2  Other Definitions


 


	
  Term

  	
   

  	
  Defined
  In

  Section:

  
	
  “Agent Members”

  	
   

  	
  2.1(b)

  
	
  “Global Security”

  	
   

  	
  2.1(a)

  
	
  “Regulation S”

  	
   

  	
  2.1

  
	
  “Rule 144A”

  	
   

  	
  2.1

  
	
  “Rule 144A Global Security”

  	
   

  	
  2.1(a)

  
	
  “Permanent Regulation S Global Security”

  	
   

  	
  2.1(a)

  
	
  “Temporary Regulation S Global Security”

  	
   

  	
  2.1(a)

  



 


2.  The Securities


 


2.1  Form and Dating


 


The Initial
Securities will be offered and sold by the Company, from time to time, pursuant
to one or more Purchase Agreements.  The
Initial Securities will be resold initially only to QIBs in reliance on Rule
144A under the Securities Act (“Rule 144A”) and in reliance on Regulation S
under the Securities Act (“Regulation S”). 
Initial Securities may thereafter be transferred to, among others, QIBs
and purchasers in reliance on Regulation S, subject to the restrictions on
transfer set forth herein.


 


(a)  Global Securities.  Initial Securities initially resold pursuant
to Rule 144A shall be issued initially in the form of one or more permanent
global Securities in definitive, fully registered form (collectively, the “Rule
144A Global Security”) and Initial Securities initially resold pursuant to
Regulation S shall be issued initially in the form of one or more temporary
global securities (collectively, the “Temporary Regulation S Global Security”),
in each case without interest coupons and with the global securities legend and
restricted securities legend set forth in Exhibit 1 hereto, which shall be
deposited on behalf of the purchasers of the Initial Securities represented
thereby with the Securities Custodian, and registered in the name of the
Depository or a nominee of the Depository, duly executed by the Company and
authenticated by the Trustee as provided in this Indenture.  Beneficial ownership interests in the
Temporary Regulation S Global Security will not be exchangeable for interests
in the Rule 144A Global Security, a


 


3





















 


permanent
global security (the “Permanent Regulation S Global Security”), or any other
Security without a legend containing restrictions on transfer of such Security
prior to the expiration of the Distribution Compliance Period and then only
upon certification in form reasonably satisfactory to the Trustee that
beneficial ownership interests in such Temporary Regulation S Global Security
are owned either by non-U.S. persons or U.S. persons who purchased such
interests in a transaction that did not require registration under the
Securities Act.  The Rule 144A Global
Security, Temporary Regulation S Global Security and Permanent Regulation S
Global Security are collectively referred to herein as “Global Securities.”  The aggregate principal amount of the Global
Securities may from time to time be increased or decreased by adjustments made
on the records of the Trustee and the Depository or its nominee as hereinafter
provided.


 


(b)  Book-Entry Provisions.  This Section 2.1(b) shall apply only to
a Global Security deposited with or on behalf of the Depository.


 


The Company
shall execute and the Trustee shall, in accordance with this Section 2.1(b)
and pursuant to an order of the Company, authenticate and deliver initially one
or more Global Securities that (a) shall be registered in the name of the
Depository for such Global Security or Global Securities or the nominee of such
Depository and (b) shall be delivered by the Trustee to such Depository or
pursuant to such Depository’s instructions or held by the Trustee as Securities
Custodian.


 


Members of, or
participants in, the Depository (“Agent Members”) shall have no rights under
this Indenture with respect to any Global Security held on their behalf by the
Depository or by the Trustee as Securities Custodian or under such Global
Security, and the Depository may be treated by the Company, the Trustee and any
agent of the Company or the Trustee as the absolute owner of such Global
Security for all purposes whatsoever. 
Notwithstanding the foregoing, nothing herein shall prevent the Company,
the Trustee or any agent of the Company or the Trustee from giving effect to
any written certification, proxy or other authorization furnished by the
Depository or impair, as between the Depository and its Agent Members, the
operation of customary practices of such Depository governing the exercise of
the rights of a holder of a beneficial interest in any Global Security.


 


(c)  Definitive Securities.  Except as provided in Section 2.3 or
2.4, owners of beneficial interests in Global Securities will not be entitled
to receive physical delivery of Definitive Securities.


 


2.2  Authentication.  The Trustee shall authenticate and
deliver:  (1) Offered Securities for
original issue in an aggregate principal amount of $275,000,000,
(2) additional Initial Securities, if and when issued, in an unlimited
amount (subject to compliance with Section 4.03 of this Indenture) and
(3) the Exchange Securities or Private Exchange Securities for issue only
in a Registered Exchange Offer or a Private Exchange, respectively, pursuant to
the Registration Agreement, for a like principal amount of Initial Securities
or Private Exchange Securities, as applicable, upon a written order of the
Company signed by two Officers or by an Officer and either an Assistant
Treasurer or an Assistant Secretary of the Company.  Such order shall specify the amount


 


4





















 


of the
Securities to be authenticated and the date on which the original issue of
Securities is to be authenticated and whether the Securities are to be Initial
Securities or Exchange Securities.  The
aggregate principal amount of Securities that may be outstanding at any time is
unlimited.


 


2.3  Transfer and Exchange.  (a)  Transfer
and Exchange of Definitive Securities. 
When Definitive Securities are presented to the Registrar with a
request:


 


(x) to
register the transfer of such Definitive Securities; or


 


(y) to
exchange such Definitive Securities for an equal principal amount of Definitive
Securities of other authorized denominations,


 


the Registrar
shall register the transfer or make the exchange as requested if its reasonable
requirements for such transaction are met; provided, however, that the Definitive Securities surrendered for transfer or
exchange:


 


(i)  shall be duly endorsed or accompanied by a
written instrument of transfer in form reasonably satisfactory to the Company
and the Registrar, duly executed by the Holder thereof or his attorney duly
authorized in writing; and


 


(ii)  if such Definitive Securities bear a
restricted securities legend, they are being transferred or exchanged pursuant
to an effective registration statement under the Securities Act or pursuant to
clause (A), (B) or (C) below, and are accompanied by the following additional
information and documents, as applicable:


 


(A)  if such Definitive Securities are being
delivered to the Registrar by a Holder for registration in the name of such
Holder, without transfer, a certification from such Holder to that effect; or


 


(B)  if such Definitive Securities are being
transferred to the Company, a certification to that effect; or


 


(C)  if such Definitive Securities are being
transferred pursuant to an exemption from registration (i) in accordance with
Rule 144A or Regulation S under the Securities Act, a certification to
that effect and (ii) in accordance with Rule 144 under the Securities Act
(a) a certification to that effect and (b) if the Company so requests, an
opinion of counsel or other evidence reasonably satisfactory to it as to the
compliance with the restrictions set forth in the legend set forth in Section 2.3(e)(i).


 


(b)  Restrictions on Transfer of a
Definitive Security for a Beneficial Interest in a Global Security.  A Definitive Security may not be exchanged
for a beneficial interest in a Rule 144A Global Security or a Permanent
Regulation S Global Security except upon satisfaction of the requirements set
forth below.  Upon receipt by


 


5





















 


the Trustee of
a Definitive Security, duly endorsed or accompanied by appropriate instruments
of transfer, in form satisfactory to the Trustee, together with:


 


(i)  certification, in the form set forth on the
reverse of the Security, that such Definitive Security is either (A) being
transferred to a QIB in accordance with Rule 144A or (B) is being transferred
after expiration of the Distribution Compliance Period by a Person who
initially purchased such Security in reliance on Regulation S to a buyer who
elects to hold its interest in such Security in the form of a beneficial
interest in the Permanent Regulation S Global Security; and


 


(ii)  written instructions directing the Trustee to
make, or to direct the Securities Custodian to make, an adjustment on its books
and records with respect to such Rule 144A Global Security (in the case of a
transfer pursuant to clause (b)(i)(A)) or Permanent Regulation S Global
Security (in the case of a transfer pursuant to clause (b)(i)(B)) to reflect an
increase in the aggregate principal amount of the Securities represented by the
Rule 144A Global Security or Permanent Regulation S Global Security, as
applicable, such instructions to contain information regarding the Depository account
to be credited with such increase,


 


then the
Trustee shall cancel such Definitive Security and cause, or direct the
Securities Custodian to cause, in accordance with the standing instructions and
procedures existing between the Depository and the Securities Custodian, the
aggregate principal amount of Securities represented by the Rule 144A Global
Security or Permanent Regulation S Global Security, as applicable, to be
increased by the aggregate principal amount of the Definitive Security to be
exchanged and shall credit or cause to be credited to the account of the Person
specified in such instructions a beneficial interest in the Rule 144A Global
Security or Permanent Regulation S Global Security, as applicable, equal to the
principal amount of the Definitive Security so canceled.  If no Rule 144A Global Securities or
Permanent Regulation S Global Securities, as applicable, are then outstanding,
the Company shall issue and the Trustee shall authenticate, upon written order
of the Company in the form of an Officers’ Certificate of the Company, a new
Rule 144A Global Security or Permanent Regulation S Global Security, as
applicable, in the appropriate principal amount.


 


(c)  Transfer and Exchange of Global
Securities.  (i)   The transfer and exchange of Global
Securities or beneficial interests therein shall be effected through the
Depository, in accordance with this Indenture (including applicable
restrictions on transfer set forth herein, if any) and the procedures of the
Depository therefor.  A transferor of a
beneficial interest in a Global Security shall deliver a written order given in
accordance with the Depository’s procedures containing information regarding
the participant account of the Depository to be credited with a beneficial
interest in the Global Security and such account shall be credited in
accordance with such instructions with a beneficial interest in the Global
Security and the account of the Person making the transfer shall be debited by
an amount equal to the beneficial interest in the Global Security being
transferred.


 


6





















 


(ii)  If the proposed transfer is a transfer of a
beneficial interest in one Global Security to a beneficial interest in another
Global Security, the Registrar shall reflect on its books and records the date
and an increase in the principal amount of the Global Security to which such
interest is being transferred in an amount equal to the principal amount of the
interest to be so transferred, and the Registrar shall reflect on its books and
records the date and a corresponding decrease in the principal amount of the
Global Security from which such interest is being transferred.


 


(iii)  Notwithstanding any other provisions of this
Appendix A (other than the provisions set forth in Section 2.4), a Global
Security may not be transferred as a whole except by the Depository to a
nominee of the Depository or by a nominee of the Depository to the Depository
or another nominee of the Depository or by the Depository or any such nominee
to a successor Depository or a nominee of such successor Depository.


 


(iv)  In the event that a Global Security is
exchanged for Definitive Securities pursuant to Section 2.4 prior to the
consummation of a Registered Exchange Offer or the effectiveness of a Shelf
Registration Statement with respect to such Securities, such Securities may be
exchanged only in accordance with such procedures as are substantially
consistent with the provisions of this Section 2.3 (including the
certification requirements set forth on the reverse of the Initial Securities
intended to ensure that such transfers comply with Rule 144A, Regulation S or
such other applicable exemption from registration under the Securities Act, as
the case may be) and such other procedures as may from time to time be adopted
by the Company.


 


(d)  Restrictions on Transfer of
Temporary Regulation S Global Securities.  
During the Distribution Compliance Period, beneficial ownership
interests in Temporary Regulation S Global Securities may only be sold, pledged
or transferred through Euroclear or Clearstream in accordance with the
Applicable Procedures and only (i) to the Company, (ii) so long as
such Security is eligible for resale pursuant to Rule 144A, to a Person whom
the selling holder reasonably believes is a QIB that purchases for its own
account or for the account of a QIB to whom notice is given that the resale,
pledge or transfer is being made in reliance on Rule 144A, (iii) in an
offshore transaction in accordance with Regulation S or (iv) pursuant to
an exemption from registration under the Securities Act provided by Rule 144
(if applicable) under the Securities Act, in each case in accordance with any
applicable securities laws of any state of the United States.


 


(e)  Legend.


 


(i)  Except as permitted by the following
paragraphs (ii), (iii) and (iv), each certificate evidencing the Global
Securities and the Definitive Securities (and all Securities issued in exchange
therefor or in substitution thereof) shall bear a legend in substantially the
following form:


 


7





















 


“THIS SECURITY HAS NOT BEEN REGISTERED UNDER
THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). THE HOLDER
HEREOF, BY PURCHASING THIS SECURITY, AGREES FOR THE BENEFIT OF THE COMPANY THAT
THIS SECURITY MAY NOT BE RESOLD, PLEDGED OR OTHERWISE TRANSFERRED
(X) PRIOR TO THE SECOND ANNIVERSARY OF THE ISSUANCE HEREOF (OR ANY
PREDECESSOR SECURITY HERETO) OR (Y) BY ANY HOLDER THAT WAS AN AFFILIATE OF
THE COMPANY AT ANY TIME DURING THE THREE MONTHS PRECEDING THE DATE OF SUCH  TRANSFER, IN EITHER CASE OTHER THAN
(1) TO THE  COMPANY, (2) SO
LONG AS THIS SECURITY IS ELIGIBLE FOR RESALE PURSUANT TO RULE 144A UNDER THE
SECURITIES ACT (“RULE 144A”), TO A PERSON WHOM THE SELLER REASONABLY BELIEVES
IS A QUALIFIED INSTITUTIONAL BUYER WITHIN THE MEANING OF RULE 144A PURCHASING
FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER TO
WHOM NOTICE IS GIVEN THAT THE RESALE, PLEDGE OR OTHER TRANSFER IS BEING MADE IN
RELIANCE ON RULE 144A (AS INDICATED BY THE BOX CHECKED BY THE TRANSFEROR ON THE
CERTIFICATE OF TRANSFER ON THE REVERSE OF THIS SECURITY), (3) IN AN
OFFSHORE TRANSACTION IN ACCORDANCE WITH REGULATION S UNDER THE SECURITIES ACT
(AS INDICATED BY THE BOX CHECKED BY THE TRANSFEROR ON THE CERTIFICATE OF
TRANSFER ON THE REVERSE OF THIS SECURITY), (4) PURSUANT TO AN EXEMPTION
FROM REGISTRATION UNDER THE SECURITIES ACT PROVIDED BY RULE 144 (IF APPLICABLE)
UNDER THE SECURITIES ACT, OR (5) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT
UNDER THE SECURITIES ACT, IN EACH CASE IN ACCORDANCE WITH ANY APPLICABLE
SECURITIES LAWS OF ANY STATE OF THE UNITED STATES.  THE HOLDER HEREOF, BY PURCHASING THIS
SECURITY, REPRESENTS AND AGREES FOR THE BENEFIT OF THE COMPANY THAT IT IS
(1) A QUALIFIED INSTITUTIONAL BUYER WITHIN THE MEANING OF RULE 144A OR
(2) A NON-U.S. PERSON OUTSIDE THE UNITED STATES WITHIN THE MEANING OF (OR
AN ACCOUNT SATISFYING THE REQUIREMENTS OF PARAGRAPH (k)(2)(i) OF RULE 902
UNDER) REGULATION S UNDER THE SECURITIES ACT.”


 


Each
Definitive Security will also bear the following additional legend:


 


“IN CONNECTION
WITH ANY TRANSFER, THE HOLDER WILL DELIVER TO THE REGISTRAR AND TRANSFER AGENT
SUCH CERTIFICATES AND OTHER INFORMATION AS SUCH TRANSFER AGENT MAY REASONABLY
REQUIRE TO CONFIRM THAT THE TRANSFER COMPLIES WITH THE FOREGOING RESTRICTIONS.”


 


8





















 


(ii)  Upon any sale or transfer of a Transfer
Restricted Security (including any Transfer Restricted Security represented by
a Global Security) pursuant to Rule 144 under the Securities Act:


 


(A)  in the case of any Transfer Restricted
Security that is a Definitive Security, the Registrar shall permit the Holder
thereof to exchange such Transfer Restricted Security for a Security that does
not bear the legends set forth above and rescind any restriction on the
transfer of such Transfer Restricted Security; and


 


(B)  in the case of any Transfer Restricted
Security that is represented by a Global Security, the Registrar shall permit
the Holder thereof to exchange such Transfer Restricted Security for a Security
that does not bear the legends set forth above and rescind any restriction on
the transfer of such Transfer Restricted Security,


 


in either
case, if the Holder certifies in writing to the Registrar that its request for
such exchange was made in reliance on Rule 144 (such certification to be in the
form set forth on the reverse of the Initial Security).


 


(iii)  After a transfer of any Initial Securities or
Private Exchange Securities, as the case may be, during the period of the
effectiveness of a Shelf Registration Statement with respect to such Initial
Securities or Private Exchange Securities, all requirements pertaining to
restricted legends on such Initial Security or such Private Exchange Security
will cease to apply and an Initial Security or Private Exchange Security, as
the case may be, in global form without restricted legends will be available to
the transferee of the beneficial interests of such Initial Securities or
Private Exchange Securities.  Upon the
occurrence of any of the circumstances described in this paragraph, the Company
will deliver an Officers’ Certificate to the Trustee instructing the Trustee to
issue Securities without restricted legends.


 


(iv)  Upon the consummation of a Registered
Exchange Offer with respect to the Initial Securities pursuant to which certain
Holders of such Initial Securities are offered Exchange Securities in exchange
for their Initial Securities, Exchange Securities in global form without the
restricted legends will be available to Holders or beneficial owners that
exchange such Initial Securities (or beneficial interests therein) in such
Registered Exchange Offer.  Upon the
occurrence of any of the circumstances described in this paragraph, the Company
will deliver an Officers’ Certificate to the Trustee instructing the Trustee to
issue Securities without restricted legends.


 


(f)  Cancelation or Adjustment of Global
Security.  At such time as all
beneficial interests in a Global Security have either been exchanged for
Definitive Securities, redeemed, repurchased or canceled, such Global Security
shall be returned by the Depository to the Trustee for cancelation or retained
and canceled by the Trustee.  At any time
prior to such cancelation, if any beneficial interest in a Global Security is


 


9





















 


exchanged for
Definitive Securities, redeemed, repurchased or canceled, the principal amount
of Securities represented by such Global Security shall be reduced and an
adjustment shall be made on the books and records of the Trustee (if it is then
the Securities Custodian for such Global Security) with respect to such Global
Security, by the Trustee or the Securities Custodian, to reflect such
reduction.


 


(g)  Obligations with Respect to
Transfers and Exchanges of Securities.


 


(i)  To permit registrations of transfers and
exchanges, the Company shall execute and the Trustee shall authenticate
Definitive Securities and Global Securities at the Registrar’s request.


 


(ii)  No service charge shall be made for any
registration of transfer or exchange, but the Company may require payment of a
sum sufficient to cover any transfer tax, assessments, or similar governmental
charge payable in connection therewith (other than any such transfer taxes,
assessments or similar governmental charge payable upon exchange or transfer
pursuant to Sections 3.06, 4.06, 4.12 and 9.05 of this Indenture).


 


(iii)  The Registrar shall not be required to
register the transfer of or exchange of any Security for a period beginning 15
days before the mailing of a notice of redemption or an offer to repurchase
Securities or 15 days before an interest payment date.


 


(iv)  Prior to the due presentation for
registration of transfer of any Security, the Company, the Trustee, the Paying
Agent or the Registrar may deem and treat the person in whose name a Security
is registered as the absolute owner of such Security for the purpose of
receiving payment of principal of and interest on such Security and for all
other purposes whatsoever, whether or not such Security is overdue, and none of
the Company, the Trustee, the Paying Agent or the Registrar shall be affected
by notice to the contrary.


 


(v)  All Securities issued upon any transfer or
exchange pursuant to the terms of this Indenture shall evidence the same debt
and shall be entitled to the same benefits under this Indenture as the
Securities surrendered upon such transfer or exchange.


 


(h)  No Obligation of the Trustee.


 


(i)  The Trustee shall have no responsibility or
obligation to any beneficial owner of a Global Security, a member of, or a
participant in the Depository or any other Person with respect to the accuracy
of the records of the Depository or its nominee or of any participant or member
thereof, with respect to any ownership interest in the Securities or with
respect to the delivery to any participant, member, beneficial owner or other
Person (other than the Depository) of any notice (including any notice of
redemption or repurchase) or the payment of any amount, under or with respect
to such Securities.  All notices and
communications


 


10





















 


to be given to
the Holders and all payments to be made to Holders under the Securities shall
be given or made only to the registered Holders (which shall be the Depository
or its nominee in the case of a Global Security).  The rights of beneficial owners in any Global
Security shall be exercised only through the Depository subject to the
applicable rules and procedures of the Depository.  The Trustee may rely and shall be fully
protected in relying upon information furnished by the Depository with respect
to its members, participants and any beneficial owners.


 


(ii)  The Trustee shall have no obligation or duty
to monitor, determine or inquire as to compliance with any restrictions on
transfer imposed under this Indenture or under applicable law with respect to
any transfer of any interest in any Security (including any transfers between
or among Depository participants, members or beneficial owners in any Global
Security) other than to require delivery of such certificates and other
documentation or evidence as are expressly required by, and to do so if and
when expressly required by, the terms of this Indenture, and to examine the
same to determine substantial compliance as to form with the express
requirements hereof.


 


2.4  Definitive Securities


 


(a)  A Global Security deposited with the
Depository or with the Trustee as Securities Custodian pursuant to Section 2.1
shall be transferred to the beneficial owners thereof in the form of Definitive
Securities in an aggregate principal amount equal to the principal amount of
such Global Security, in exchange for such Global Security, only if such
transfer complies with Section 2.3 and (i) the Depository notifies
the Company that it is unwilling or unable to continue as a Depository for such
Global Security or if at any time the Depository ceases to be a “clearing
agency” registered under the Exchange Act, and, in either case, a successor
Depository is not appointed by the Company within 90 days of such notice, or
(ii) a Default or an Event of Default has occurred and is continuing or
(iii) the Company, in its sole discretion, notifies the Trustee in writing
that it elects to cause the issuance of Definitive Securities under this
Indenture.


 


(b)  Any Global Security that is
transferable to the beneficial owners thereof pursuant to this Section 2.4
shall be surrendered by the Depository to the Trustee, to be so transferred, in
whole or from time to time in part, without charge, and the Trustee shall
authenticate and deliver, upon such transfer of each portion of such Global
Security, an equal aggregate principal amount of Definitive Securities of
authorized denominations.  Definitive
Securities issued in exchange for any portion of a Global Security transferred
pursuant to this Section shall be executed, authenticated and delivered
only in denominations of $1,000 and any integral multiple thereof and
registered in such names as the Depository shall direct.  Any Definitive Security delivered in exchange
for an interest in the Global Security shall, except as otherwise provided by Section 2.3(e),
bear the restricted securities legend set forth in Exhibit 1 hereto.


 


11





















 


(c)  The registered Holder of a Global
Security may grant proxies and otherwise authorize any Person, including Agent
Members and Persons that may hold interests through Agent Members, to take any
action that a Holder is entitled to take under this Indenture or the
Securities.


 


(d)  In the event of the occurrence of any
of the events specified in Section 2.4(a)(i), (ii) or (iii), the
Company will promptly make available to the Trustee a reasonable supply of
Definitive Securities in definitive, fully registered form without interest
coupons.


 


12





















 


EXHIBIT 1

to APPENDIX A


 


[FORM OF FACE OF INITIAL SECURITY]


 


[Global
Securities Legend]


 


UNLESS THIS
CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY
TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), NEW YORK, NEW YORK, TO THE
COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY
CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER
NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS
MADE TO CEDE & CO., OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN
AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR
VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED
OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.


 


TRANSFERS OF
THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART,
TO NOMINEES OF DTC OR TO A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE AND
TRANSFERS OF PORTIONS OF THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS
MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN THE INDENTURE REFERRED TO
ON THE REVERSE HEREOF.


 


[Restricted
Securities Legend]


 


THIS SECURITY
HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES
ACT”). THE HOLDER HEREOF, BY PURCHASING THIS SECURITY, AGREES FOR THE BENEFIT
OF THE COMPANY THAT THIS SECURITY MAY NOT BE RESOLD, PLEDGED OR OTHERWISE
TRANSFERRED (X) PRIOR TO THE SECOND ANNIVERSARY OF THE ISSUANCE HEREOF (OR
ANY PREDECESSOR SECURITY HERETO) OR (Y) BY ANY HOLDER THAT WAS AN
AFFILIATE OF THE COMPANY AT ANY TIME DURING THE THREE MONTHS PRECEDING THE DATE
OF SUCH  TRANSFER, IN EITHER CASE, OTHER
THAN (1) TO THE  COMPANY,
(2) SO LONG AS THIS SECURITY IS ELIGIBLE FOR RESALE PURSUANT TO RULE 144A
UNDER THE SECURITIES ACT (“RULE 144A”) TO A PERSON WHOM THE SELLER REASONABLY
BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER WITHIN THE MEANING OF RULE 144A,
PURCHASING FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL
BUYER TO WHOM NOTICE IS GIVEN THAT THE RESALE, PLEDGE OR OTHER TRANSFER IS
BEING MADE IN RELIANCE ON RULE 144A (AS INDICATED BY THE BOX CHECKED BY


 





















 


THE TRANSFEROR
ON THE CERTIFICATE OF TRANSFER ON THE REVERSE OF THIS SECURITY), (3) IN AN
OFFSHORE TRANSACTION IN ACCORDANCE WITH REGULATION S UNDER THE SECURITIES ACT
(AS INDICATED BY THE BOX CHECKED BY THE TRANSFEROR ON THE CERTIFICATE OF
TRANSFER ON THE REVERSE OF THIS SECURITY), (4) PURSUANT TO AN EXEMPTION
FROM REGISTRATION UNDER THE SECURITIES ACT PROVIDED BY RULE 144 (IF APPLICABLE)
UNDER THE SECURITIES ACT, OR (5) PURSUANT TO AN EFFECTIVE REGISTRATION
STATEMENT UNDER THE SECURITIES ACT, IN EACH CASE IN ACCORDANCE WITH ANY APPLICABLE
SECURITIES LAWS OF ANY STATE OF THE UNITED STATES.  THE HOLDER HEREOF, BY PURCHASING THIS
SECURITY, REPRESENTS AND AGREES FOR THE BENEFIT OF THE COMPANY THAT IT IS
(1) A QUALIFIED INSTITUTIONAL BUYER WITHIN THE MEANING OF RULE 144A OR
(2) A NON-U.S. PERSON OUTSIDE THE UNITED STATES WITHIN THE MEANING OF (OR
AN ACCOUNT SATISFYING THE REQUIREMENTS OF PARAGRAPH (k)(2)(i) OF RULE 902
UNDER) REGULATION S UNDER THE SECURITIES ACT.


 


[Temporary
Regulation S Global Security Legend]


 


BENEFICIAL
OWNERSHIP INTERESTS IN THIS TEMPORARY REGULATION S GLOBAL NOTE WILL NOT BE
EXCHANGEABLE FOR INTERESTS IN THE RULE 144A GLOBAL NOTE OR THE PERMANENT
REGULATION S GLOBAL NOTE OR ANY OTHER NOTE REPRESENTING AN INTEREST IN THE
NOTES REPRESENTED HEREBY WHICH DO NOT CONTAIN A LEGEND CONTAINING RESTRICTIONS
ON TRANSFER, UNTIL THE EXPIRATION OF THE “40-DAY DISTRIBUTED COMPLIANCE PERIOD”
(WITHIN THE MEANING OF RULE 903(b)(3) OF REGULATION S UNDER THE SECURITIES ACT)
AND THEN ONLY UPON CERTIFICATION IN FORM REASONABLY SATISFACTORY TO THE TRUSTEE
THAT SUCH BENEFICIAL INTERESTS ARE OWNED EITHER BY NON-U.S. PERSONS OR U.S.
PERSONS WHO PURCHASED SUCH INTERESTS IN A TRANSACTION THAT DID NOT REQUIRE
REGISTRATION UNDER THE SECURITIES ACT. 
DURING SUCH 40-DAY DISTRIBUTION COMPLIANCE PERIOD, BENEFICIAL OWNERSHIP
INTERESTS IN THIS TEMPORARY REGULATION S GLOBAL NOTE MAY ONLY BE SOLD, PLEDGED
OR TRANSFERRED THROUGH THE EUROCLEAR SYSTEM OR CLEARSTREAM BANKING S.A. AND
ONLY (A) TO THE COMPANY OR ANY SUBSIDIARY THEREOF, (B) TO A QUALIFIED
INSTITUTIONAL BUYER IN COMPLIANCE WITH RULE 144A UNDER THE SECURITIES ACT,
(C) OUTSIDE THE UNITED STATES IN AN OFFSHORE TRANSACTION IN COMPLIANCE
WITH RULE 904 UNDER THE SECURITIES ACT, (D) PURSUANT TO THE EXEMPTION FROM
REGISTRATION PROVIDED BY RULE 144 UNDER THE SECURITIES ACT (IF AVAILABLE), OR
(E) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES
ACT, IN EACH OF CASES (A) THROUGH (E) IN ACCORDANCE WITH ANY APPLICABLE
SECURITIES LAWS OF ANY STATE OF THE UNITED STATES AND OTHER JURISDICTIONS.  HOLDERS OF INTERESTS IN THIS TEMPORARY
REGULATION S GLOBAL NOTE WILL NOTIFY ANY PURCHASER OF SUCH RESALE RESTRICTIONS,
IF THEN APPLICABLE.


 


2





















 


[Definitive
Securities Legend]


 


IN CONNECTION
WITH ANY TRANSFER, THE HOLDER WILL DELIVER TO THE REGISTRAR AND TRANSFER AGENT
SUCH CERTIFICATES AND OTHER INFORMATION AS SUCH TRANSFER AGENT MAY REASONABLY
REQUIRE TO CONFIRM THAT THE TRANSFER COMPLIES WITH THE FOREGOING RESTRICTIONS.


 


3





















 


[FORM OF FACE OF INITIAL SECURITY]


 


	
  No.

  	
  [up to]**$                    

  



 


10 3/4% Senior
Subordinated Note due 2014


 


	
   

  	
  CUSIP No.
              

  



 


Oiler
Acquisition Corp., a Delaware corporation, promises to pay to [Cede &
Co.]**, or registered assigns, the principal sum [of               Dollars]*
[as set forth on the Schedule of Increases or Decreases annexed hereto]**
on August 15, 2014.


 


Interest
Payment Dates: February 15 and August 15.


 


Record
Dates:  February 1 and August 1.


 










*  Insert for Definitive Securities


 


**Insert for
Global Securities


 





















 


Additional
provisions of this Security are set forth on the other side of this Security.


 


IN WITNESS
WHEREOF, the parties have caused this instrument to be duly executed.


 


	
   

  	
  OILER ACQUISITION CORP.,

  
	
   

  	
   

  
	
   

  	
  by

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  
	
   

  	
  by

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
				



 


	
  TRUSTEE’S
  CERTIFICATE OF

  AUTHENTICATION

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  Dated:

  	
   

  
	
   

  	
   

  
	
  LASALLE BANK
  NATIONAL ASSOCIATION,

  	
   

  
	
   

  	
   

  
	
  as Trustee, certifies

  that this is one of

  the Securities referred

  to in the Indenture.

  	
   

  
	
   

  	
   

  
	
  by:

  	
   

  	
   

  	
   

  
	
   

  	
  Authorized Signatory

  	
   

  	
   

  
					



 


2





















 


[FORM OF REVERSE SIDE OF INITIAL SECURITY]


 


10 3/4% Senior
Subordinated Note due 2014


 


1.                                       Interest


 


(a)  Oiler Acquisition Corp, a
Delaware corporation (such corporation, and its successors and assigns under
the Indenture hereinafter referred to, being herein called the “Company”),
promises to pay interest on the principal amount of this Security at the rate
per annum shown above.  The Company will
pay interest semiannually on February 15 and August 15 of each year,
commencing February 15, 2005. 
Interest on the Securities will accrue from the most recent date to
which interest has been paid or, if no interest has been paid, from August 20,
2004.  Interest shall be computed on the
basis of a 360-day year of twelve 30-day months.  The Company shall pay interest on overdue
principal at the rate borne by the Securities plus 1% per annum, and it shall
pay interest on overdue installments of interest at the rate borne by the
Securities to the extent lawful.


 


(b)  Special Interest.  The holder of this Security is entitled to
the benefits of a Registration Rights Agreement, dated as of August 4,
2004, among the Company and the Purchasers named therein (the “Registration
Agreement”).  Capitalized terms used in
this paragraph (b) but not defined herein have the meanings assigned to them in
the Registration Agreement.  In the event
that (i) neither the Exchange Offer Registration Statement nor the Shelf
Registration Statement has been filed with the Commission on or prior to the
120th day following the date of the original issuance of the Securities,
(ii) neither the Exchange Offer Registration Statement nor the Shelf
Registration Statement has been declared effective on or prior to the 210th day
following the date of the original issuance of the Securities,
(iii) neither the Registered Exchange Offer has been consummated nor the
Shelf Registration Statement has been declared effective on or prior to the
240th day following the date of the original issuance of the Securities, or
(iv) after the Exchange Offer Registration Statement or the Shelf
Registration Statement has been declared effective, such Registration Statement
thereafter ceases to be effective or usable in connection with resales of the
Securities at any time that the Company is obligated to maintain the
effectiveness thereof pursuant to the Registration Agreement (each such event
referred to in clauses (i) through (iv) above being referred to herein as a “Registration
Default”), interest (the “Special Interest”) shall accrue (in addition to
stated interest on the Securities) from and including the date on which the
first such Registration Default shall occur to but excluding the date on which
all Registration Defaults have been cured, at a rate per annum equal to 0.25%
of the principal amount of the Securities; provided, however, that such rate per annum shall increase by 0.25% per annum
from and including the 91st day after the first such Registration Default (and
each successive 91st day thereafter) unless and until all Registration Defaults
have been cured; provided further, however, that in no event
shall the Special Interest accrue at a rate in excess of 1.00% per annum.  The Special Interest will be payable in cash
semiannually in arrears each February 15 and August 15.


 


3





















 


2.                                       Method
of Payment


 


The Company
will pay interest on the Securities (except defaulted interest) to the Persons
who are registered holders of Securities at the close of business on the February 1
or August 1 next preceding the interest payment date even if Securities
are canceled after the record date and on or before the interest payment
date.  Holders must surrender Securities
to a Paying Agent to collect principal payments.  The Company will pay principal and interest
in money of the United States of America that at the time of payment is legal
tender for payment of public and private debts. 
Payments in respect of the Securities represented by a Global Security
(including principal, premium and interest) will be made by wire transfer of
immediately available funds to the accounts specified by The Depository Trust
Company.  The Company will make all
payments in respect of a Definitive Security (including principal, premium and
interest), by mailing a check to the registered address of each Holder thereof;
provided, however, that payments on
the Securities will be made by wire transfer to a U.S. dollar account
maintained by the payee with a bank in the United States if such Holder elects
payment by wire transfer by giving written notice to the Trustee or the Paying
Agent to such effect designating such account no later than 30 days immediately
preceding the relevant due date for payment (or such other date as the Trustee
may accept in its discretion).


 


3.                                       Paying
Agent and Registrar


 


Initially,
LaSalle Bank National Association, a national banking association (the “Trustee”),
will act as Paying Agent and Registrar. 
The Company may appoint and change any Paying Agent or Registrar without
notice.  The Company or any of its
domestically incorporated Wholly Owned Subsidiaries may act as Paying Agent or
Registrar.


 


4.                                       Indenture


 


The Company
issued the Securities under an Indenture dated as of August 20, 2004 (the “Indenture”),
between the Company and the Trustee.  The
terms of the Securities include those stated in the Indenture and those made
part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C.
§§ 77aaa-77bbbb) as in effect on the date of the Indenture (the “TIA”).  Terms defined in the Indenture and not
defined herein have the meanings ascribed thereto in the Indenture.  The Securities are subject to all such terms,
and Securityholders are referred to the Indenture and the TIA for a statement
of those terms.


 


The Securities
are senior subordinated unsecured obligations of the Company.  [This Security is one of the Offered
Securities referred to in the Indenture issued in an aggregate principal amount
of $275,000,000.  The Securities include
the Offered Securities, an unlimited amount of additional Initial Securities
that may be issued under the Indenture, and any Exchange Securities issued in
exchange for Initial Securities].  [This
Security is one of the unlimited amount of additional Initial Securities.  The Securities include such additional
Securities, the Offered Securities in an aggregate principal amount of
$275,000,000 previously issued under the Indenture and any


 


4





















 


Exchange Securities issued in exchange for Initial Securities.  The additional Initial Securities, the
Offered Securities and the Exchange Securities are treated as a single class of
securities under the Indenture.]  The
Offered Securities, such additional Initial Securities and the Exchange
Securities are treated as a single class of securities under the
Indenture.  The Indenture imposes certain
limitations on the ability of the Company and its Restricted Subsidiaries to,
among other things, make certain Investments and other Restricted Payments, pay
dividends and other distributions, incur Debt, enter into consensual
restrictions upon the payment of certain dividends and distributions by such
Restricted Subsidiaries, issue or sell shares of capital stock of such
Restricted Subsidiaries, enter into or permit certain transactions with
Affiliates, and make Asset Sales.  The
Indenture also imposes limitations on the ability of the Company to consolidate
or merge with or into any other Person or sell, transfer, assign, lease, convey
or otherwise dispose of all or substantially all of the Property of the
Company.


 


5.                                       Optional
Redemption


 


Except as set
forth below, the Securities may not be redeemed at the option of the Company
prior to August 15, 2009.  On and
after that date, the Company may redeem all or any portion of the Securities at
once or over time, after giving the required notice under the Indenture.  The Securities may be redeemed at the
redemption prices set forth below, plus accrued and unpaid interest, if any, to
the redemption date (subject to the right of Holders of record on the relevant
record date to receive interest due on the relevant interest payment
date).  The following prices are for
Securities redeemed during the 12-month period commencing on August 15 of
the years set forth below, and are expressed as percentages of principal
amount:


 


 


	
  Period

  	
   

  	
  Redemption

  Price

  	
   

  
	
  2009

  	
   

  	
  105.375

  	
  %

  
	
  2010

  	
   

  	
  103.583

  	
  %

  
	
  2011

  	
   

  	
  101.792

  	
  %

  
	
  2012 and thereafter

  	
   

  	
  100.000

  	
  %

  



 


Notwithstanding
the foregoing, at any time and from time to time, prior to August 15,
2007, the Company may redeem up to a maximum of 35% of the original aggregate
principal amount of the Securities (which includes any additional Securities)
with the proceeds from one or more Qualified Equity Offerings (provided that,
if the Qualified Equity Offering is an offering by Parent, a portion of the net
cash proceeds thereof equal to the amount required to redeem any such
Securities is contributed to the equity capital of the Company or used to
acquire Capital Stock of the Company (other than Disqualified Stock) from the
Company), at a redemption price equal to 110.75% of the principal amount
thereof, plus accrued and unpaid interest thereon, if any, to the redemption
date (subject to the right of Holders of record on the relevant record date to
receive interest due on the relevant interest payment date); provided, however, that after giving effect to any such
redemption, at least 65% of the original aggregate principal 


 


5





















 


amount of the Securities remains outstanding.  Any such redemption shall be made within 90
days of such Qualified Equity Offering.


 


The Company
may choose to redeem all or any portion of the Securities, at once or over
time, prior to August 15, 2009.  If
it does so, it may redeem the Securities, after giving the required notice
under the Indenture.  To redeem the
Securities, the Company must pay a redemption price equal to the sum of:


 


(a)  100% of the principal amount
of the Securities to be redeemed, plus


 


(b)  the Applicable Premium,


 


plus accrued
and unpaid interest, if any, to the redemption date (subject to the right of
Holders of record on the relevant record date to receive interest due on the
relevant interest payment date).


 


“Applicable
Premium” means, with respect to any Security at any time, the greater of
(1) 1.0% of the principal amount of such Security at such time and
(2) the excess of (A) the present value at such time of (i) the
redemption price of such Security at August 15, 2009 (such redemption
price being described in the table appearing in the first paragraph of this
Paragraph (5) exclusive of any accrued interest) plus (ii) any
required interest payments due on such Security through August 15, 2009,
(including any accrued and unpaid interest) computed using a discount rate
equal to the Treasury Rate plus 50 basis points, over (B) the principal
amount of such Security.


 


“Comparable
Treasury Issue” means the United States Treasury security selected by an
Independent Investment Banker as having a maturity comparable to the remaining
term of the Securities that would be utilized, at the time of selection and in
accordance with customary financial practice, in pricing new issues of
corporate debt securities of comparable maturity to the remaining term of such
Securities.  “Independent Investment
Banker” means one of the Reference Treasury Dealers appointed by the Trustee
after consultation with the Company.


 


“Comparable Treasury Price” means,
with respect to any redemption date:


 


(a) the
average of the bid and asked prices for the Comparable Treasury Issue
(expressed in each case as a percentage of its principal amount) on the third
business day preceding such redemption date, as set forth in the most recently
published statistical release designated “H.15(519)” (or any successor release)
published by the Board of Governors of the Federal Reserve System and which
establishes yields on actively traded United States treasury securities
adjusted to constant maturity under the caption “Treasury Constant Maturities”
or


 


(b) if such
release (or any successor release) is not published or does not contain such
prices on such business day, the average of the Reference Treasury Dealer
Quotations for such redemption date.


 


6





















 


“Reference
Treasury Dealer” means Citigroup Global Markets Inc., JPMorgan Securities
Inc., Wachovia Capital Markets, LLC and Deutsche Bank Securities Inc. and their
respective successors; provided, however,
that if any of the foregoing shall cease to be a primary U.S. Government
securities dealer in New York City (a “Primary Treasury Dealer”), the Company
shall substitute therefor another Primary Treasury Dealer.


 


“Reference
Treasury Dealer Quotations” means, with respect to each Reference Treasury
Dealer and any redemption date, the average, as determined by the Trustee, of
the bid and asked prices for the Comparable Treasury Issue (expressed in each
case as a percentage of its principal amount) quoted in writing to the Trustee
by such Reference Treasury Dealer at 5:00 p.m. on the third business day
preceding such redemption date.


 


“Treasury
Rate” means, with respect to any redemption date, the rate per annum equal
to the yield to maturity of the Comparable Treasury Issue, compounded
semi-annually, assuming a price for such Comparable Treasury Issue (expressed
as a percentage of its principal amount) equal to the Comparable Treasury Price
for such redemption date.


 


6.                                       Notice
of Optional Redemption


 


Notice of
optional redemption will be mailed by first-class mail at least 30 days but not
more than 60 days before the redemption date for an optional redemption to each
Holder of Securities to be redeemed at his or her registered address.  Any notice to holders of Securities of such a
redemption needs to include the appropriate calculation of the redemption
price, but does not need to include the redemption price itself.  The actual redemption price, calculated as
described above, must be set forth in an Officers’ Certificate delivered to the
Trustee no later than two business days prior to the redemption date.  Securities in denominations larger than
$1,000 may be redeemed in part but only in whole multiples of $1,000.  If money sufficient to pay the optional
redemption price of and accrued interest on all Securities (or portions
thereof) to be redeemed on the redemption date for an optional redemption is
deposited with the Paying Agent on or before the redemption date for an
optional redemption and certain other conditions are satisfied, on and after
such date interest ceases to accrue on such Securities (or such portions
thereof) called for redemption.


 


7.                                       Sinking
Fund


 


The Securities
are not subject to any sinking fund.


 


8.                                       Subordination


 


The Securities
are subordinated to Senior Debt of the Company. 
To the extent provided in the Indenture, Senior Debt of the Company must
be paid before the Securities may be paid. 
The Company and each Subsidiary Guarantor agrees, and each
Securityholder by accepting a Security agrees, to the subordination provisions
contained


 


7





















 


in the Indenture and authorizes the Trustee to give it effect and
appoints the Trustee as attorney-in-fact for such purpose.


 


9.                                       Repurchase
of Securities at the Option of Holders upon Change of Control


 


Upon a Change
of Control, any Holder of Securities will have the right, subject to certain
conditions specified in the Indenture, to cause the Company to repurchase all
or any part of the Securities of such Holder at a purchase price equal to 101%
of the principal amount of the Securities to be repurchased plus accrued and
unpaid interest, if any, to the date of purchase (subject to the right of
Holders of record on the relevant record date to receive interest due on the
relevant interest payment date) as provided in, and subject to the terms of,
the Indenture.


 


10.                                 Denominations;
Transfer; Exchange


 


The Securities
are in registered form without coupons in denominations of $1,000 and whole
multiples of $1,000.  A Holder may
transfer or exchange Securities in accordance with the Indenture.  Upon any transfer or exchange, the Registrar
and the Trustee may require a Holder, among other things, to furnish
appropriate endorsements or transfer documents and to pay any taxes required by
law or permitted by the Indenture.  The
Registrar need not register the transfer of or exchange any Securities selected
for redemption (except, in the case of a Security to be redeemed in part, the
portion of the Security not to be redeemed) or to transfer or exchange any
Securities for a period of 15 days prior to a selection of Securities to be
redeemed or 15 days before an interest payment date.


 


11.                                 Persons
Deemed Owners


 


The registered
Holder of this Security may be treated as the owner of it for all purposes.


 


12.                                 Unclaimed
Money


 


If money for
the payment of principal or interest remains unclaimed for two years, the
Trustee or Paying Agent shall pay the money back to the Company at its written
request unless an abandoned property law designates another Person.  After any such payment, Holders entitled to
the money must look only to the Company and not to the Trustee for payment.


 


13.                                 Discharge
and Defeasance


 


Subject to
certain conditions, the Company at any time may terminate some of or all its
obligations under the Securities and the Indenture if the Company deposits with
the Trustee money or U.S. Government Obligations for the payment of principal
and interest on the Securities to redemption or maturity, as the case may be.


 


8





















 


14.                                 Amendment,
Waiver


 


Subject to
certain exceptions set forth in the Indenture, (i) the Indenture or the
Securities may be amended without prior notice to any Securityholder but with
the written consent of the Holders of at least a majority in aggregate principal
amount of the outstanding Securities and (ii) any default or noncompliance
with any provision may be waived with the written consent of the Holders of at
least a majority in principal amount of the outstanding Securities.  Subject to certain exceptions set forth in
the Indenture, without the consent of any Holder of Securities, the Company and
the Trustee may amend the Indenture or the Securities to (i) cure any
ambiguity, omission, defect or inconsistency; (ii) comply with Article V
of the Indenture; (iii) provide for uncertificated Securities in addition
to or in place of certificated Securities; provided, however, that the uncertificated Securities are issued in
registered form for purposes of Section 163(f) of the Code or in a manner
such that the uncertificated Securities are described in Section 163(f)(2)(B)
of the Code; (iv) add additional Guarantees with respect to the Securities
or to release Subsidiary Guarantors from Subsidiary Guarantees as provided by
the terms of the Indenture, (v) make any change in Article X or Article XII
of the Indenture that would limit or terminate the benefits available to any
holder of Senior Debt (or Representatives therefor) under Article X or Article XII
of the Indenture; (vi) secure the Securities; (vii) add to the
covenants of the Company for the benefit of the Holders or to surrender any
right or power herein conferred upon the Company; (viii) comply with any
requirements of the SEC in connection with qualifying, or maintaining the
qualification of, the Indenture under the TIA; (ix) make any change that
does not adversely affect the rights of any Securityholder; or (x) provide
for the issuance of additional Securities in accordance with the Indenture.


 


15.                                 Defaults
and Remedies


 


If an Event of
Default occurs and is continuing, the Trustee or the Holders of at least 25% in
aggregate principal amount of the Securities then outstanding, subject to
certain limitations, may declare all the Securities to be immediately due and
payable.  Certain events of bankruptcy or
insolvency are Events of Default and shall result in the Securities being
immediately due and payable upon the occurrence of such Events of Default
without any further act of the Trustee or any Holder.


 


Holders of
Securities may not enforce the Indenture or the Securities except as provided
in the Indenture.  The Trustee may refuse
to enforce the Indenture or the Securities unless it receives reasonable
indemnity or security.  Subject to
certain limitations, Holders of a majority in aggregate principal amount of the
Securities then outstanding may direct the Trustee in its exercise of any trust
or power under the Indenture.  The
Holders of a majority in aggregate principal amount of the Securities then
outstanding, by written notice to the Company and the Trustee, may rescind any
declaration of acceleration and its consequences if the rescission would not
conflict with any judgment or decree, and if all existing Events of Default
have been cured or waived except nonpayment of principal or interest that has
become due solely because of the acceleration.


 


9





















 


16.                                 Trustee
Dealings with the Company


 


Subject to
certain limitations imposed by the TIA, 
the Trustee under the Indenture, in its individual or any other capacity,
may become the owner or pledgee of Securities and may otherwise deal with and
collect obligations owed to it by the Company or its Affiliates and may
otherwise deal with the Company or its Affiliates with the same rights it would
have if it were not Trustee.


 


17.                                 No
Recourse Against Others


 


A director,
officer, manager, employee, member, partner or stockholder, as such, of the
Company or any Subsidiary Guarantor shall not have any liability for any
obligations of the Company under the Securities or the Indenture or for any
claim based on, in respect of or by reason of such obligations or their
creation.  By accepting a Security, each
Securityholder waives and releases all such liability.  The waiver and release are part of the
consideration for the issue of the Securities.


 


18.                                 Authentication


 


This Security
shall not be valid until an authorized signatory of the Trustee (or an
authenticating agent) manually signs the certificate of authentication on the
other side of this Security.


 


19.                                 Abbreviations


 


Customary
abbreviations may be used in the name of a Securityholder or an assignee, such
as TEN COM (=tenants in common), TEN ENT (=tenants by the entireties), JT TEN
(=joint tenants with rights of survivorship and not as tenants in common), CUST
(=custodian), and U/G/M/A (=Uniform Gift to Minors Act).


 


20.                                 Governing
Law


 


THIS
SECURITY SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF
THE STATE OF NEW YORK.


 


21.                                 CUSIP
Numbers


 


Pursuant to a
recommendation promulgated by the Committee on Uniform Security Identification
Procedures, the Company has caused CUSIP numbers to be printed on the
Securities and has directed the Trustee to use CUSIP numbers in notices of
redemption as a convenience to Securityholders. 
No representation is made as to the accuracy of such numbers either as
printed on the Securities or as contained in any notice of redemption and
reliance may be placed only on the other identification numbers placed thereon.


 


The
Company will furnish to any Holder of Securities upon written request and
without charge to the Holder a copy of the Indenture which has in it the text
of this Security.


 


10





















 


ASSIGNMENT FORM


 


To assign this
Security, fill in the form below:


 


	
  I or we
  assign and transfer this Security to

  
	
   

  
	
  (Print or
  type assignee’s name, address and zip code)

  
	
   

  
	
   

  
	
  (Insert
  assignee’s soc. sec. or tax I.D. No.)

  



 


and
irrevocably appoint
                    
agent to transfer this Security on the books of the Company.  The agent may substitute another to act for
him.


	
   

  
	
   

  	
   

  
	
  Date:

  	
   

  	
   Your
  Signature:

  	
   

  	
   

  
	
   

  
	
   

  
	
  Sign exactly as your name appears on the other side of this Security.

  
					



 


In connection
with any transfer of any of the Securities evidenced by this certificate
occurring prior to the expiration of the period referred to in Rule 144(k)
under the Securities Act after the later of the date of original issuance of
such Securities and the last date, if any, on which such Securities were owned
by the Company or any Affiliate of the Company, the undersigned confirms that
such Securities are being transferred in accordance with its terms:


 


CHECK ONE BOX
BELOW


 


	
  (1)

  	
   

  	
  o

  	
   

  	
  to the
  Company; or

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  (2)

  	
   

  	
  o

  	
   

  	
  pursuant to
  an effective registration statement under the Securities Act of 1933; or

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  (3)

  	
   

  	
  o

  	
   

  	
  inside the
  United States to a “qualified institutional buyer” (as defined in Rule 144A
  under the Securities Act of 1933) that purchases for its own account or for
  the account of a qualified institutional buyer to whom notice is given that
  such transfer is being made in reliance on Rule 144A, in each case pursuant
  to and in compliance with Rule 144A under the Securities Act of 1933; or

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  (4)

  	
   

  	
  o

  	
   

  	
  outside the
  United States in an offshore transaction within the meaning of Regulation S
  under the Securities Act in compliance with Rule 904 under the Securities Act
  of 1933; or

  



 


11





















 


	
  (5)

  	
   

  	
  o

  	
   

  	
  pursuant to
  the exemption from registration provided by Rule 144 under the Securities Act
  of 1933.

  



 


Unless one of
the boxes is checked, the Trustee will refuse to register any of the Securities
evidenced by this certificate in the name of any person other than the
registered holder thereof; provided,
however, that if box (5) is checked, the Trustee may require, prior to
registering any such transfer of the Securities, such legal opinions,
certifications and other information as the Company has reasonably requested to
confirm that such transfer is being made pursuant to an exemption from, or in a
transaction not subject to, the registration requirements of the Securities Act
of 1933.


 


	
   

  	
   

  	
   

  
	
   

  	
  Your Signature

  
	
   

  	
   

  
	
  Signature
  Guarantee:

  	
   

  
	
   

  	
   

  
	
  Date:

  	
   

  	
   

  	
   

  	
   

  
	
  Signature
  must be guaranteed

  by a participant in a

  recognized signature guaranty

  medallion program or other

  signature guarantor acceptable

  to the Trustee

  
								



 


TO BE COMPLETED BY PURCHASER IF
(3) ABOVE IS CHECKED.


 


The
undersigned represents and warrants that it is purchasing this Security for its
own account or an account with respect to which it exercises sole investment
discretion and that it and any such account is a “qualified institutional buyer”
within the meaning of Rule 144A under the Securities Act of 1933, and is aware
that the sale to it is being made in reliance on Rule 144A and acknowledges
that it has received such information regarding the Company as the undersigned
has requested pursuant to Rule 144A or has determined not to request such
information and that it is aware that the transferor is relying upon the
undersigned’s foregoing representations in order to claim the exemption from registration
provided by Rule 144A.


 


	
  Dated:

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  NOTICE: To
  be executed by

  
	
   

  	
   

  	
  an executive
  officer

  



 


12





















 


[TO BE ATTACHED TO GLOBAL SECURITIES]


 


SCHEDULE OF INCREASES OR DECREASES IN
GLOBAL SECURITY


 


The initial
principal amount of this Global Security is
$[                   ].  The following increases or decreases in this
Global Security have been made:


 


	
  Date
  of

  Exchange

  	
   

  	
  Amount of decrease in

  Principal Amount of

  this Global Security

  	
   

  	
  Amount of increase in

  Principal Amount of

  this Global Security

  	
   

  	
  Principal amount of this

  Global Security

  following such decrease

  or increase

  	
   

  	
  Signature of authorized

  signatory of Trustee or

  Securities Custodian

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  



 


13





















 


OPTION OF HOLDER TO ELECT PURCHASE


 


If you want to
elect to have this Security purchased by the Company pursuant to Section 4.06
(Asset Sale) or 4.12 (Change of Control) of the Indenture, check the box:  o


 


If you want to
elect to have only part of this Security purchased by the Company pursuant to Section 4.06
or 4.12 of the Indenture, state the amount:


 


$


 


	
  Date:

  	
   

  	
   Your
  Signature:

  	
   

  
	
  (Sign
  exactly as your name appears on the other side of the Security)

  
	
   

  	
   

  
	
  Signature
  Guarantee:

  	
   

  	
   

  
	
   

  	
  Signature must be guaranteed by a
  participant in a recognized

  
	
   

  	
  signature guaranty medallion program or
  other signature

  
	
   

  	
  guarantor acceptable to the Trustee.

  
						



 


14


















EXHIBIT A


 


FORM OF FACE OF
SECURITY


 




	
  No.

  	
  [up to]**
  $                        

  






 


10 3/4% Senior Subordinated Note due 2014


 




	
   

  	
  CUSIP No.
          

  






 


Oiler
Acquisition Corp., a Delaware corporation, promises to pay to [Cede &
Co.]**, or registered assigns, the principal sum [of                    Dollars]*
[as set forth on the Schedule of Increases or Decreases annexed hereto]**
on August 15, 2014.


 


Interest
Payment Dates: February 15 and August 15.


 


Record Dates: February 1
and August 1.


 


 










*  Insert for Definitive Securities


 


**Insert for
Global Securities


 





















 


Additional
provisions of this Security are set forth on the other side of this Security.


 


IN WITNESS
WHEREOF, the parties have caused this instrument to be duly executed.


 


 


	
   

  	
  OILER ACQUISITION CORP.,

  
	
   

  	
   

  
	
   

  	
  by

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  
	
   

  	
  By

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
				



 


	
  TRUSTEE’S
  CERTIFICATE OF

  AUTHENTICATION

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  Dated:

  	
   

  
	
   

  	
   

  
	
  LASALLE BANK
  NATIONAL ASSOCIATION,

  	
   

  
	
   

  	
   

  
	
  as Trustee, certifies

  that this is one of

  the Securities referred

  to in the Indenture.

  	
   

  
	
   

  	
   

  
	
  by:

  	
   

  	
   

  	
   

  
	
   

  	
  Authorized Signatory

  	
   

  	
   

  
					



 


 










*/ If the
Security is to be issued in global form, add the Global Securities Legend from
Exhibit 1 to Appendix A and the attachment from such Exhibit 1 captioned “TO BE
ATTACHED TO GLOBAL SECURITIES - SCHEDULE OF INCREASES OR DECREASES IN
GLOBAL SECURITY”.


 


2





















 


FORM OF REVERSE SIDE OF SECURITY


 


10 3/4% Senior Subordinated Note due 2014


 


1.                                       Interest.


 


Oiler
Acquisition Corp., a Delaware corporation (such corporation, and its successors
and assigns under the Indenture hereinafter referred to, being herein called
the “Company”), promises to pay interest on the principal amount of this
Security at the rate per annum shown above. 
The Company will pay interest semiannually on February 15 and August 15
of each year, commencing February 15, 2005.  Interest on the Securities will accrue from
the most recent date to which interest has been paid or, if no interest has
been paid, from August 20, 2004. 
Interest shall be computed on the basis of a 360-day year of twelve 30-day
months.  The Company shall pay interest
on overdue principal at the rate borne by the Securities plus 1.0% per annum,
and it shall pay interest on overdue installments of interest at the rate borne
by the Securities to the extent lawful.


 


2.                                       Method
of Payment


 


The Company
will pay interest on the Securities (except defaulted interest) to the Persons
who are registered holders of Securities at the close of business on the February 1
or August 1 next preceding the interest payment date even if Securities
are canceled after the record date and on or before the interest payment
date.  Holders must surrender Securities
to a Paying Agent to collect principal payments.  The Company will pay principal and interest
in money of the United States of America that at the time of payment is legal
tender for payment of public and private debts. 
Payments in respect of the Securities represented by a Global Security
(including principal, premium and interest) will be made by wire transfer of
immediately available funds to the accounts specified by The Depository Trust
Company.  The Company will make all
payments in respect of a Definitive Security (including principal, premium and
interest), by mailing a check to the registered address of each Holder thereof;
provided, however, that payments on
the Securities will be made by wire transfer to a U.S. dollar account
maintained by the payee with a bank in the United States if such Holder elects
payment by wire transfer by giving written notice to the Trustee or the Paying
Agent to such effect designating such account no later than 30 days immediately
preceding the relevant due date for payment (or such other date as the Trustee
may accept in its discretion).


 


3.                                       Paying
Agent and Registrar


 


Initially, LaSalle
Bank National Association, a national banking association (the “Trustee”), will
act as Paying Agent and Registrar.  The
Company may appoint and change any Paying Agent or Registrar without
notice.  The Company or any of its
domestically incorporated Wholly Owned Subsidiaries may act as Paying Agent or Registrar.


 


3





















 


4.                                       Indenture


 


The Company
issued the Securities under an Indenture dated as of August 20, 2004 (the “Indenture”),
between the Company and the Trustee.  The
terms of the Securities include those stated in the Indenture and those made
part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C.
§§ 77aaa-77bbbb) as in effect on the date of the Indenture (the “TIA”).  Terms defined in the Indenture and not
defined herein have the meanings ascribed thereto in the Indenture.  The Securities are subject to all such terms,
and Securityholders are referred to the Indenture and the TIA for a statement
of those terms.


 


The Securities
are senior subordinated unsecured obligations of the Company.  This Security is one of the Exchange
Securities referred to in the Indenture issued in exchange for Initial
Securities.  The Securities include the
Exchange Securities, the Offered Securities in the aggregate principal amount
of $275,000,000 and an unlimited amount of additional Initial Securities.  The Exchange Securities, the Offered
Securities and such additional Initial Securities are treated as a single class
of securities under the Indenture.  The
Indenture imposes certain limitations on the ability of the Company and its
Restricted Subsidiaries to, among other things, make certain Investments and
other Restricted Payments, pay dividends and other distributions, incur Debt,
enter into consensual restrictions upon the payment of certain dividends and
distributions by such Restricted Subsidiaries, issue or sell shares of capital
stock of such Restricted Subsidiaries, enter into or permit certain
transactions with Affiliates, and make Asset Sales.  The Indenture also imposes limitations on the
ability of the Company to consolidate or merge with or into any other Person or
sell, transfer, assign, lease, convey or otherwise dispose of all or substantially
all of the Property of the Company.


 


5.                                       Optional
Redemption


 


Except as set
forth below, the Securities may not be redeemed at the option of the Company prior
to August 15, 2009.  On and after
that date, the Company may redeem all or any portion of the Securities at once
or over time, after giving the required notice under the Indenture.  The Securities may be redeemed at the
redemption prices set forth below, plus accrued and unpaid interest, if any, to
the redemption date (subject to the right of Holders of record on the relevant record
date to receive interest due on the relevant interest payment date).  The following prices are for Securities
redeemed during the 12-month period commencing on August 15 of the years
set forth below, and are expressed as percentages of principal amount:


 


	
  Period

  	
   

  	
  Redemption 

  Price

  	
   

  
	
  2009

  	
   

  	
  105.375

  	
  %

  
	
  2010

  	
   

  	
  103.583

  	
  %

  
	
  2011

  	
   

  	
  101.792

  	
  %

  
	
  2012 and
  thereafter

  	
   

  	
  100.000

  	
  %

  



 


4





















 


Notwithstanding
the foregoing, at any time and from time to time, prior to August 15,
2007, the Company may redeem up to a maximum of 35% of the original aggregate
principal amount of the Securities (which includes any additional Securities)
with the proceeds from one or more Qualified Equity Offerings (provided that,
if the Qualified Equity Offering is an offering by Parent, a portion of the net
cash proceeds thereof equal to the amount required to redeem any such
Securities is contributed to the equity capital of the Company or used to
acquire Capital Stock of the Company (other than Disqualified Stock) from the
Company), at a redemption price equal to 110.75% of the principal amount
thereof, plus accrued and unpaid interest thereon, if any, to the redemption
date (subject to the right of Holders of record on the relevant record date to
receive interest due on the relevant interest payment date); provided, however, that after giving effect to any such
redemption, at least 65% of the original aggregate principal amount of the
Securities remains outstanding.  Any such
redemption shall be made within 90 days of such Qualified Equity Offering.


 


The Company
may choose to redeem all or any portion of the Securities, at once or over
time, prior to August 15, 2009.  If
it does so, it may redeem the Securities, after giving the required notice
under the Indenture.  To redeem the
Securities, the Company must pay a redemption price equal to the sum of:


 


(a)  100%
of the principal amount of the Securities to be redeemed, plus


 


(b)  the
Applicable Premium,


 


plus accrued
and unpaid interest, if any, to the redemption date (subject to the right of Holders
of record on the relevant record date to receive interest due on the relevant
interest payment date).


 


“Applicable
Premium” means, with respect to any Security at any time, the greater of (1) 1.0%
of the principal amount of such Security at such time and (2) the excess
of (A) the present value at such time of (i) the redemption price of
such Security at August 15, 2009 (such redemption price being described in
the table appearing in the first paragraph of this paragraph (5) exclusive
of any accrued interest) plus (ii) any required interest payments due on
such Security through August 15, 2009 (including any accrued and unpaid
interest), computed using a discount rate equal to the Treasury Rate plus 50
basis points, over (B) the principal amount of such Security.


 


“Comparable
Treasury Issue” means the United States Treasury security selected by an
Independent Investment Banker as having a maturity comparable to the remaining
term of the Securities that would be utilized, at the time of selection and in
accordance with customary financial practice, in pricing new issues of
corporate debt securities of comparable maturity to the remaining term of such
Securities.  “Independent Investment
Banker” means one of the Reference Treasury Dealers appointed by the Trustee
after consultation with the Company.


 


“Comparable Treasury Price” means,
with respect to any redemption date:


 


5





















 


(a) the average of the bid and asked prices for the Comparable Treasury
Issue (expressed in each case as a percentage of its principal amount) on the
third business day preceding such redemption date, as set forth in the most
recently published statistical release designated “H.15(519)” (or any successor
release) published by the Board of Governors of the Federal Reserve System and
which establishes yields on actively traded United States treasury securities
adjusted to constant maturity under the caption “Treasury Constant Maturities”
or


 


(b) if such release (or any successor release) is not published or does
not contain such prices on such business day, the average of the Reference
Treasury Dealer Quotations for such redemption date.


 


“Reference
Treasury Dealer” means Citigroup Global Markets Inc., JPMorgan Securities
Inc., Wachovia Capital Markets, LLC and Deutsche Bank Securities Inc. and their
respective successors; provided, however,
that if any of the foregoing shall cease to be a primary U.S. Government
securities dealer in New York City (a “Primary Treasury Dealer”), the Company
shall substitute therefor another Primary Treasury Dealer.


 


“Reference
Treasury Dealer Quotations” means, with respect to each Reference Treasury
Dealer and any redemption date, the average, as determined by the Trustee, of
the bid and asked prices for the Comparable Treasury Issue (expressed in each
case as a percentage of its principal amount) quoted in writing to the Trustee
by such Reference Treasury Dealer at 5:00 p.m. on the third business day
preceding such redemption date.


 


“Treasury
Rate” means, with respect to any redemption date, the rate per annum equal
to the yield to maturity of the Comparable Treasury Issue, compounded
semi-annually, assuming a price for such Comparable Treasury Issue (expressed
as a percentage of its principal amount) equal to the Comparable Treasury Price
for such redemption date.


 


6.                                       Notice
of Optional Redemption


 


Notice of optional
redemption will be mailed by first-class mail at least 30 days but not more
than 60 days before the redemption date for an optional redemption to each
Holder of Securities to be redeemed at his or her registered address.  Any notice to holders of Securities of such a
redemption needs to include the appropriate calculation of the redemption
price, but does not need to include the redemption price itself.  The actual redemption price, calculated as
described above, must be set forth in an Officers’ Certificate delivered to the
Trustee no later than two business days prior to the redemption date.  Securities in denominations larger than
$1,000 may be redeemed in part but only in whole multiples of $1,000.  If money sufficient to pay the optional redemption
price of and accrued interest on all Securities (or portions thereof) to be
redeemed on the redemption date for an optional redemption is deposited with
the Paying Agent on or before the redemption date for an optional redemption and
certain other


 


6





















 


conditions are satisfied, on and after such date interest ceases to
accrue on such Securities (or such portions thereof) called for redemption.


 


7.                                       Sinking
Fund


 


The Securities
are not subject to any sinking fund.


 


8.                                       Subordination


 


The Securities
are subordinated to Senior Debt of the Company. 
To the extent provided in the Indenture, Senior Debt of the Company must
be paid before the Securities may be paid. 
The Company and each Subsidiary Guarantor agree, and each Securityholder
by accepting a Security agrees, to the subordination provisions contained in
the Indenture and authorizes the Trustee to give it effect and appoints the
Trustee as attorney-in-fact for such purpose.


 


9.                                       Repurchase
of Securities at the Option of Holders upon Change of Control


 


Upon a Change
of Control, any Holder of Securities will have the right, subject to certain
conditions specified in the Indenture, to cause the Company to repurchase all
or any part of the Securities of such Holder at a purchase price equal to 101%
of the principal amount of the Securities to be repurchased plus accrued and
unpaid interest, if any, to the date of purchase (subject to the right of
Holders of record on the relevant record date to receive interest due on the
relevant interest payment date) as provided in, and subject to the terms of,
the Indenture.


 


10.                                 Denominations;
Transfer; Exchange


 


The Securities
are in registered form without coupons in denominations of $1,000 and whole
multiples of $1,000.  A Holder may
transfer or exchange Securities in accordance with the Indenture.  Upon any transfer or exchange, the Registrar
and the Trustee may require a Holder, among other things, to furnish
appropriate endorsements or transfer documents and to pay any taxes required by
law or permitted by the Indenture.  The
Registrar need not register the transfer of or exchange any Securities selected
for redemption (except, in the case of a Security to be redeemed in part, the
portion of the Security not to be redeemed) or to transfer or exchange any
Securities for a period of 15 days prior to a selection of Securities to be
redeemed or 15 days before an interest payment date.


 


11.                                 Persons
Deemed Owners


 


The registered
Holder of this Security may be treated as the owner of it for all purposes.


 


12.                                 Unclaimed
Money


 


If money for
the payment of principal or interest remains unclaimed for two years, the
Trustee or Paying Agent shall pay the money back to the Company at its


 


7





















 


written request unless an abandoned property law designates another
Person.  After any such payment, Holders
entitled to the money must look only to the Company and not to the Trustee for
payment.


 


13.                                 Discharge
and Defeasance


 


Subject to
certain conditions, the Company at any time may terminate some of or all its
obligations under the Securities and the Indenture if the Company deposits with
the Trustee money or U.S. Government Obligations for the payment of principal
and interest on the Securities to redemption or maturity, as the case may be.


 


14.                                 Amendment,
Waiver


 


Subject to
certain exceptions set forth in the Indenture, (i) the Indenture or the
Securities may be amended without prior notice to any Securityholder but with
the written consent of the Holders of at least a majority in aggregate
principal amount of the outstanding Securities and (ii) any default or
noncompliance with any provision may be waived with the written consent of the
Holders of at least a majority in principal amount of the outstanding
Securities.  Subject to certain
exceptions set forth in the Indenture, without the consent of any Holder of
Securities, the Company and the Trustee may amend the Indenture or the
Securities to (i) cure any ambiguity, omission, defect or inconsistency;
(ii) comply with Article V of the Indenture; (iii) provide for
uncertificated Securities in addition to or in place of certificated
Securities; provided, however, that
the uncertificated Securities are issued in registered form for purposes of Section 163(f)
of the Code or in a manner such that the uncertificated Securities are
described in Section 163(f)(2)(B) of the Code; (iv) add additional
Guarantees with respect to the Securities or to release Subsidiary Guarantors
from Subsidiary Guarantees as provided by the terms of the Indenture, (v) make
any change in Article X or Article XII of the Indenture that would
limit or terminate the benefits available to any holder of Senior Debt (or
Representatives therefor) under Article X or Article XII of the
Indenture; (vi) secure the Securities; (vii) add to the covenants of
the Company for the benefit of the Holders or to surrender any right or power
herein conferred upon the Company; (viii) comply with any requirements of
the SEC in connection with qualifying, or maintaining the qualification of, the
Indenture under the TIA; (ix) make any change that does not adversely
affect the rights of any Securityholder; or (x) provide for the issuance
of additional Securities in accordance with the Indenture.


 


15.                                 Defaults
and Remedies


 


If an Event of
Default occurs and is continuing, the Trustee or the Holders of at least 25% in
aggregate principal amount of the Securities then outstanding, subject to
certain limitations, may declare all the Securities to be immediately due and
payable.  Certain events of bankruptcy or
insolvency are Events of Default and shall result in the Securities being
immediately due and payable upon the occurrence of such Events of Default
without any further act of the Trustee or any Holder.


 


8





















 


Holders of
Securities may not enforce the Indenture or the Securities except as provided
in the Indenture.  The Trustee may refuse
to enforce the Indenture or the Securities unless it receives reasonable
indemnity or security.  Subject to
certain limitations, Holders of a majority in aggregate principal amount of the
Securities then outstanding may direct the Trustee in its exercise of any trust
or power under the Indenture.  The
Holders of a majority in aggregate principal amount of the Securities then outstanding,
by written notice to the Company and the Trustee, may rescind any declaration
of acceleration and its consequences if the rescission would not conflict with
any judgment or decree, and if all existing Events of Default have been cured
or waived except nonpayment of principal or interest that has become due solely
because of the acceleration.


 


16.                                 Trustee
Dealings with the Company


 


Subject to
certain limitations imposed by the TIA, 
the Trustee under the Indenture, in its individual or any other
capacity, may become the owner or pledgee of Securities and may otherwise deal
with and collect obligations owed to it by the Company or its Affiliates and
may otherwise deal with the Company or its Affiliates with the same rights it
would have if it were not Trustee.


 


17.                                 No
Recourse Against Others


 


A director,
officer, manager, employee, member, partner or stockholder, as such, of the
Company or any Subsidiary Guarantor shall not have any liability for any
obligations of the Company under the Securities or the Indenture or for any
claim based on, in respect of or by reason of such obligations or their
creation.  By accepting a Security, each
Securityholder waives and releases all such liability.  The waiver and release are part of the
consideration for the issue of the Securities.


 


18.                                 Authentication


 


This Security
shall not be valid until an authorized signatory of the Trustee (or an
authenticating agent) manually signs the certificate of authentication on the
other side of this Security.


 


19.                                 Abbreviations


 


Customary
abbreviations may be used in the name of a Securityholder or an assignee, such
as TEN COM (=tenants in common), TEN ENT (=tenants by the entireties), JT TEN
(=joint tenants with rights of survivorship and not as tenants in common), CUST
(=custodian), and U/G/M/A (=Uniform Gift to Minors Act).


 


20.                                 Governing
Law


 


THIS
SECURITY SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF
THE STATE OF NEW YORK.


 


9





















 


21.                                 CUSIP
Numbers


 


Pursuant to a
recommendation promulgated by the Committee on Uniform Security Identification
Procedures, the Company has caused CUSIP numbers to be printed on the
Securities and has directed the Trustee to use CUSIP numbers in notices of
redemption as a convenience to Securityholders. 
No representation is made as to the accuracy of such numbers either as
printed on the Securities or as contained in any notice of redemption and
reliance may be placed only on the other identification numbers placed thereon.


 


The
Company will furnish to any Holder of Securities upon written request and
without charge to the Holder a copy of the Indenture which has in it the text
of this Security.


 


10





















 


ASSIGNMENT FORM


 


To assign this
Security, fill in the form below:


 


	
  I or we
  assign and transfer this Security to

  
	
   

  
	
   

  
	
  (Print or type assignee’s name, address and
  zip code)

  
	
   

  
	
   

  
	
  (Insert assignee’s soc. sec. or tax I.D.
  No.)

  



 


and
irrevocably appoint                                 agent
to transfer this Security on the books of the Company.  The agent may substitute another to act for
him.


 




	
   

  
	
   

  
	
  Date:

  	
   

  	
  Your
  Signature:

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  






Sign exactly as your name appears on the other side of this
Security.  Signature must be guaranteed
by a participant in a recognized signature guaranty medallion program or other
signature guarantor acceptable to the Trustee.


 


11





















 


OPTION OF HOLDER TO ELECT PURCHASE


 


If you want to
elect to have this Security purchased by the Company pursuant to Section 4.06
(Asset Sale) or 4.12 (Change of Control) of the Indenture, check the box:  o


 


If you want to
elect to have only part of this Security purchased by the Company pursuant to Section 4.06
or 4.12 of the Indenture, state the amount:


 


$


 


	
  Date:

  	
   

  	
   Your
  Signature:

  	
   

  
	
  (Sign
  exactly as your name appears on the other side of the Security)

  
	
   

  	
   

  	
   

  	
   

  
	
  Signature
  Guarantee:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Signature
  must be guaranteed by a participant in a

  recognized signature guaranty medallion program or

  other signature guarantor acceptable to the Trustee.

  
								



 


12





















 


EXHIBIT A


 


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”).


 


W I T N E S S E T H


 


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 10 3/4% 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:  Chief Financial Officer


 


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.


 


2





















 


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:

  	
   

  
	
   

  	
  Name:

  	
  [                               ]

  
	
   

  	
  Title:

  	
  [                               ]

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  ALABAMA PHARMACEUTICAL SERVICES,

  LLC, as a Subsidiary Guarantor

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  	
  [                               ]

  
	
   

  	
  Title:

  	
  [                               ]

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  AOR HOLDING COMPANY OF INDIANA, INC.,

  as a Subsidiary Guarantor

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  	
  [                               ]

  
	
   

  	
  Title:

  	
  [                               ]

  



 


3





















 


	
   

  	
  AOR MANAGEMENT COMPANY OF

  ARIZONA, INC., as a Subsidiary Guarantor

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  	
  [                               ]

  
	
   

  	
  Title:

  	
  [                               ]

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  AOR MANAGEMENT COMPANY OF

  INDIANA, INC., as a Subsidiary Guarantor

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  	
  [                               ]

  
	
   

  	
  Title:

  	
  [                               ]

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  AOR MANAGEMENT COMPANY OF

  MISSOURI, INC., as a Subsidiary Guarantor

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  	
  [                               ]

  
	
   

  	
  Title:

  	
  [                               ]

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  AOR MANAGEMENT COMPANY OF

  OKLAHOMA, INC., as a Subsidiary Guarantor

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  	
  [                               ]

  
	
   

  	
  Title:

  	
  [                               ]

  



 


4





















 


	
   

  	
  AOR MANAGEMENT COMPANY OF

  PENNSYLVANIA, INC., as a Subsidiary

  Guarantor

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  	
  [                               ]

  
	
   

  	
  Title:

  	
  [                               ]

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  AOR MANAGEMENT COMPANY OF TEXAS,

  INC., as a Subsidiary Guarantor

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  	
  [                               ]

  
	
   

  	
  Title:

  	
  [                               ]

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  AOR MANAGEMENT COMPANY OF

  VIRGINIA, INC., as a Subsidiary Guarantor

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  	
  [                               ]

  
	
   

  	
  Title:

  	
  [                               ]

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  AOR OF INDIANA MANAGEMENT

  PARTNERSHIP, as a Subsidiary Guarantor

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  	
  [                               ]

  
	
   

  	
  Title:

  	
  [                               ]

  



 


5





















 


	
   

  	
  AOR OF TEXAS MANAGEMENT LIMITED

  PARTNERSHIP, as a Subsidiary Guarantor

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  	
  [                               ]

  
	
   

  	
  Title:

  	
  [                               ]

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  AOR REAL ESTATE, INC., as a Subsidiary

  Guarantor

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  	
  [                               ]

  
	
   

  	
  Title:

  	
  [                               ]

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  AOR SYNTHETIC REAL ESTATE, INC., as a

  Subsidiary Guarantor

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  	
  [                               ]

  
	
   

  	
  Title:

  	
  [                               ]

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  AORT HOLDING COMPANY, INC., as a

  Subsidiary Guarantor

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  	
  [                               ]

  
	
   

  	
  Title:

  	
  [                               ]

  



 


6





















 


	
   

  	
  CALIFORNIA PHARMACEUTICAL SERVICES,

  LLC, as a Subsidiary Guarantor

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  	
  [                               ]

  
	
   

  	
  Title:

  	
  [                               ]

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  FLORIDA PHARMACEUTICAL SERVICES,

  LLC, as a Subsidiary Guarantor

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  	
  [                               ]

  
	
   

  	
  Title:

  	
  [                               ]

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  GREENVILLE RADIATION CARE, INC., as a

  Subsidiary Guarantor

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name: 
  [                               ]

  
	
   

  	
   

  	
  Title:   
  [                               ]

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  IOWA PHARMACEUTICAL SERVICES, LLC, as

  a Subsidiary Guarantor

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name: 
  [                               ]

  
	
   

  	
   

  	
  Title:   
  [                               ]

  



 


7





















 


	
   

  	
  MICHIGAN PHARMACEUTICAL SERVICES,

  LLC, as a Subsidiary Guarantor

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  	
  [                               ]

  
	
   

  	
  Title:

  	
  [                               ]

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  NEBRASKA PHARMACEUTICAL SERVICES,

  LLC, as a Subsidiary Guarantor

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  	
  [                               ]

  
	
   

  	
  Title:

  	
  [                               ]

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  NEW MEXICO PHARMACEUTICAL

  SERVICES, LLC, as a Subsidiary Guarantor

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  	
  [                               ]

  
	
   

  	
  Title:

  	
  [                               ]

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  NORTH CAROLINA PHARMACEUTICAL

  SERVICES, LLC, as a Subsidiary Guarantor

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  	
  [                               ]

  
	
   

  	
  Title:

  	
  [                               ]

  



 


8





















 


	
   

  	
  PENNSYLVANIA PHARMACEUTICAL

  SERVICES, LLC, as a Subsidiary Guarantor

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  	
  [                               ]

  
	
   

  	
  Title:

  	
  [                               ]

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  PHYSICIAN RELIANCE HOLDINGS, LLC, as a

  Subsidiary Guarantor

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  	
  [                               ]

  
	
   

  	
  Title:

  	
  [                               ]

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  PHYSICIAN RELIANCE NETWORK, INC., as a

  Subsidiary Guarantor

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  	
  [                               ]

  
	
   

  	
  Title:

  	
  [                               ]

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  PHYSICIAN RELIANCE, L.P., as a Subsidiary

  Guarantor

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  	
  [                               ]

  
	
   

  	
  Title:

  	
  [                               ]

  



 


9





















 


	
   

  	
  PRN PHYSICIAN RELIANCE, LLC, as a

  Subsidiary Guarantor

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  	
  [                               ]

  
	
   

  	
  Title:

  	
  [                               ]

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  RMCC CANCER CENTER, INC., as a Subsidiary

  Guarantor

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  	
  [                               ]

  
	
   

  	
  Title:

  	
  [                               ]

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  SELECTPLUS ONCOLOGY, LLC, as a Subsidiary

  Guarantor

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  	
  [                               ]

  
	
   

  	
  Title:

  	
  [                               ]

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  ST. LOUIS PHARMACEUTICAL SERVICES,

  LLC, as a Subsidiary Guarantor

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  	
  [                               ]

  
	
   

  	
  Title:

  	
  [                               ]

  



 


10





















 


	
   

  	
  TEXAS PHARMACEUTICAL SERVICES, LLC,

  as a Subsidiary Guarantor

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  	
  [                               ]

  
	
   

  	
  Title:

  	
  [                               ]

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  TOPS PHARMACY SERVICES, INC., as a

  Subsidiary Guarantor

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  	
  [                               ]

  
	
   

  	
  Title:

  	
  [                               ]

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  US ONCOLOGY CORPORATE, INC., as a

  Subsidiary Guarantor

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  	
  [                               ]

  
	
   

  	
  Title:

  	
  [                               ]

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  US ONCOLOGY PHARMACEUTICAL

  SERVICES, LLC, as a Subsidiary Guarantor

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  	
  [                               ]

  
	
   

  	
  Title:

  	
  [                               ]

  



 


11





















 


	
   

  	
  US ONCOLOGY RESEARCH, INC., as a

  Subsidiary Guarantor

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  	
  [                               ]

  
	
   

  	
  Title:

  	
  [                               ]

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  WASHINGTON PHARMACEUTICAL

  SERVICES, LLC, as a Subsidiary Guarantor

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  	
  [                               ]

  
	
   

  	
  Title:

  	
  [                               ]

  



 


12





















 


	
   

  	
  LASALLE BANK NATIONAL ASSOCIATION,

  as Trustee

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  	
  [                               ]

  
	
   

  	
  Title:

  	
  [                               ]

  



 


13





















EXHIBIT C


 


FORM OF
SUPPLEMENTAL INDENTURE


 


SUPPLEMENTAL
INDENTURE (this “Supplemental Indenture”) dated as of                      ,
among [GUARANTOR] (the “New Subsidiary Guarantor”), a subsidiary of OILER
ACQUISITION CORP. (or its successor), a Delaware corporation (the “Company”),
[, on behalf of itself and the Subsidiary Guarantors (the “Existing Subsidiary
Guarantors”) under the indenture referred to below,] and LASALLE BANK NATIONAL
ASSOCIATION, a national banking association, as trustee under the indenture
referred to below (the “Trustee”).


 


W I T N E S S E T H :


 


WHEREAS the
Company has heretofore executed and delivered to the Trustee an Indenture (the “Indenture”)
dated as of August 20, 2004, providing for the issuance of an aggregate
principal amount of an unlimited amount of 10 3/4% Senior Subordinated Notes
due 2014 (the “Securities”);


 


WHEREAS Section 4.13
of the Indenture provides that under certain circumstances the Company is
required to cause the New Subsidiary Guarantor to execute and deliver to the
Trustee a supplemental indenture pursuant to which the New Subsidiary Guarantor
shall unconditionally guarantee all the Company’s obligations under the
Securities pursuant to a Subsidiary Guaranty on the terms and conditions set
forth herein; and


 


WHEREAS
pursuant to Section 9.01 of the Indenture, the Trustee, the Company and
the Existing Subsidiary Guarantors are authorized to execute and deliver this
Supplemental Indenture;


 


NOW THEREFORE,
in consideration of the foregoing and for other good and valuable
consideration, the receipt of which is hereby acknowledged, the New Subsidiary
Guarantor, the Company, the Existing Subsidiary Guarantors and the Trustee
mutually covenant and agree for the equal and ratable benefit of the holders of
the Securities as follows:


 


1.  Agreement to Guarantee.  The New Subsidiary Guarantor hereby agrees,
jointly and severally with all other 
Subsidiary Guarantors, to unconditionally guarantee the Company’s
obligations under the Securities on the terms and subject to the conditions set
forth in Article XI of the Indenture and to be bound by all other
applicable provisions of the Indenture.


 


2.  Ratification of Indenture; Supplemental
Indentures 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 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.


 


3.  Governing Law.  THIS SUPPLEMENTAL
INDENTURE SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF
THE STATE OF NEW YORK.


 


4.  Trustee Makes No Representation.  The Trustee makes no representation as to the
validity or sufficiency of this Supplemental Indenture.


 


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


 


6.  Effect of Headings.  The Section headings herein are for
convenience only and shall not effect the construction thereof.


 


2





















 


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


 


	
   

  	
  [NEW SUBSIDIARY GUARANTOR],

  
	
   

  	
   

  
	
   

  	
   

  	
  by

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  OILER ACQUISITION CORP., [on behalf

  of itself and the existing subsidiary

  guarantors,]

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  by

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  [EXISTING SUBSIDIARY

  GUARANTORS],

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  by

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  LASALLE BANK NATIONAL

  ASSOCIATION, as trustee,

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  by

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
				



 


3