Exhibit 4.4


 


OILER ACQUISITION CORP.


 


9% Senior Notes Due 2012


 


 










 


 


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 Liens

  	
   

  
	
  SECTION 4.10. Limitation on Sale and
  Leaseback Transactions

  	
   

  
	
  SECTION 4.11. Designation of Restricted and
  Unrestricted Subsidiaries

  	
   

  
	
  SECTION 4.12. Limitation on Company’s
  Business

  	
   

  
	
  SECTION 4.13. Change of Control

  	
   

  
	
  SECTION 4.14. Future Subsidiary Guarantors

  	
   

  
	
  SECTION 4.15. 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

  	
   

  



 


ii





















 


	
  ARTICLE
  VII

  
	
   

  	
   

  
	
  Trustee

  
	
   

  	
   

  
	
  SECTION 7.01. Duties of Trustee

  	
   

  
	
  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

  
	
   

  	
   

  
	
  Subsidiary Guarantees

  
	
   

  	
   

  
	
  SECTION 10.01. Subsidiary Guarantees

  	
   

  
	
  SECTION 10.02. Contribution

  	
   

  
	
  SECTION 10.03. Successors and Assigns

  	
   

  
	
  SECTION 10.04. No Waiver

  	
   

  
	
  SECTION 10.05. Modification

  	
   

  
	
  SECTION 10.06. Execution of Supplemental
  Indenture for Future Subsidiary Guarantors

  	
   

  



 


iii





















 


	
  SECTION 10.07. Limitation on Liability

  	
   

  
	
  SECTION 10.08. Release of Subsidiary
  Guarantor

  	
   

  
	
   

  	
   

  
	
  ARTICLE
  XI

  
	
   

  	
   

  
	
  Miscellaneous

  
	
   

  	
   

  
	
  SECTION 11.01. Trust Indenture Act Controls

  	
   

  
	
  SECTION 11.02. Notices

  	
   

  
	
  SECTION 11.03. Communication by Holders
  with Other Holders

  	
   

  
	
  SECTION 11.04. Certificate and Opinion as
  to Conditions Precedent

  	
   

  
	
  SECTION 11.05. Statements Required in
  Certificate or Opinion

  	
   

  
	
  SECTION 11.06. When Securities Disregarded

  	
   

  
	
  SECTION 11.07. Rules by Trustee, Paying Agent and Registrar

  	
   

  
	
  SECTION 11.08. Legal Holidays

  	
   

  
	
  SECTION 11.09. Governing Law

  	
   

  
	
  SECTION 11.10. No Recourse Against Others

  	
   

  
	
  SECTION 11.11. Successors

  	
   

  
	
  SECTION 11.12. Multiple Originals

  	
   

  
	
  SECTION 11.13. 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

  



 


iv





















 


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)

  	
   

  	
  11.03

  
	
  (c)

  	
   

  	
  11.03

  
	
  Section 313 (a)

  	
   

  	
  7.06

  
	
  (b)(1)

  	
   

  	
  N.A.

  
	
  (b)(2)

  	
   

  	
  7.06

  
	
  (c)

  	
   

  	
  11.02

  
	
  (d)

  	
   

  	
  7.06

  
	
  Section 314 (a)

  	
   

  	
  4.02; 11.02

  
	
  (b)

  	
   

  	
  N.A.

  
	
  (c)(1)

  	
   

  	
  11.04

  
	
  (c)(2)

  	
   

  	
  11.04

  
	
  (c)(3)

  	
   

  	
  N.A.

  
	
  (d)

  	
   

  	
  N.A.

  
	
  (e)

  	
   

  	
  11.05

  
	
  (f)

  	
   

  	
  N.A.

  
	
  Section 315 (a)

  	
   

  	
  7.01

  
	
  (b)

  	
   

  	
  7.05; 11.02

  
	
  (c)

  	
   

  	
  7.01

  
	
  (d)

  	
   

  	
  7.01

  
	
  (e)

  	
   

  	
  6.11

  
	
  Section 316 (a) (last sentence)

  	
   

  	
  11.06

  
	
  (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)

  	
   

  	
  11.01

  
	
  (b)

  	
   

  	
  N.A.

  
	
  (c)

  	
   

  	
  11.01

  



 










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 9% Senior Notes due 2012, 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 9% Senior Notes due
2012 (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,


 


(9)  the sale or discount, in each case, in
the ordinary course and without recourse, of accounts receivable arising in the
ordinary course of


 


2





















 


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


 


3





















 


“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 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


 


4





















 


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;


 


provided,
however, that:


 


5





















 


(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 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


 


6





















 


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


 


7





















 


“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),


 


(g) any
non-cash impairment charges resulting from the application of Statements of
Financial Accounting Standards No. 142 and No. 144; provided,


 


8





















 


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;


 


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


 


9





















 


(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, 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:


 


10





















 


(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.


 


“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:


 


(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 4.13; 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


 


11





















 


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


 


(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).


 


12





















 


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 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,


 


13





















 


(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”.


 


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


 


14





















 


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.


 


“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 4.11 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


 


15





















 


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.


 


“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


 


16





















 


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 Subordinated Notes”
means the $275,000,000 aggregate principal amount of Senior Subordinated Notes
to be issued on the Issue Date.


 


“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.


 


17





















 


“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;


 


(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


 


18





















 


(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;


 


(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


 


19





















 


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 Liens” means:


 


(a) Liens to
secure Debt permitted to be Incurred under clause (2) of paragraph (b) of
Section 4.03;


 


(b) Liens to
secure Debt permitted to be Incurred under clause (5) of paragraph (b) of Section
4.03, provided that any such Lien may not extend to any Property of the
Company or any Restricted Subsidiary, other than the Property purchased, leased
or constructed with the proceeds of such Debt and any improvements or
accessions to such Property;


 


(c) Liens for
taxes, assessments or governmental charges or levies on the Property of the
Company or any Restricted Subsidiary if the same shall not at the time be
delinquent or thereafter can be paid without penalty, or are being contested in
good faith and by appropriate proceedings promptly instituted and diligently
conducted, provided that any reserve or other appropriate provision that
shall be required in conformity with GAAP shall have been made therefor;


 


(d) Liens
imposed by law, such as carriers’, warehousemen’s and mechanics’ Liens and
other similar Liens, on the Property of the Company or any Restricted Subsidiary
and securing payment of obligations that are not more than 60 days past due or
are being contested in good faith and by appropriate proceedings;


 


(e) Liens on
the Property of the Company or any Restricted Subsidiary Incurred to secure
performance of obligations with respect to statutory or regulatory
requirements, performance or return-of-money bonds, surety bonds or other
obligations of a like nature and Incurred in a manner consistent with industry
practice, in each case which are not Incurred in connection with the borrowing
of money, the obtaining of advances or credit or the payment of the deferred
purchase price of Property and which do not in the aggregate impair in any
material respect the use of Property in the operation of the business of the
Company and the Restricted Subsidiaries taken as a whole;


 


(f) Liens on
Property at the time the Company or any Restricted Subsidiary acquired such
Property, including any acquisition by means of a merger or consolidation with
or into the Company or any Restricted Subsidiary; provided, however,
that any such Lien may not extend to any other Property of


 


20





















 


the Company or any Restricted Subsidiary; provided
further, however, that such Liens shall not have been Incurred in
anticipation of or in connection with the transaction or series of transactions
pursuant to which such Property was acquired by the Company or any Restricted
Subsidiary;


 


(g) Liens on the
Property of a Person at the time such Person becomes a Restricted Subsidiary; provided,
however, that any such Lien may not extend to any other Property of the
Company or any other Restricted Subsidiary that is not a direct Subsidiary of
such Person; provided further, however, that any such Lien was
not Incurred in anticipation of or in connection with the transaction or series
of transactions pursuant to which such Person became a Restricted Subsidiary;


 


(h) pledges or
deposits by the Company or any Restricted Subsidiary under workmen’s
compensation laws, unemployment insurance laws or similar legislation, or good
faith deposits in connection with bids, tenders, contracts (other than for the
payment of Debt) or leases to which the Company or any Restricted Subsidiary or
any Restricted Subsidiary is party, or deposits to secure public or statutory
obligations of the Company or any Restricted Subsidiary, or deposits for the
payment of rent, in each case Incurred in the ordinary course of business;


 


(i) zoning
restrictions, utility easements, building restrictions and such other
encumbrances, irregularities or charges against real Property that do not in
the aggregate materially impair the use of such Property in the operation of
the Company’s business;


 


(j) Liens existing
on the Issue Date not otherwise described in clauses (a) through (i) above;


 


(k) Liens on
specific items of inventory or other goods and proceeds of any Person securing
such Person’s obligations in respect of bankers’ acceptances or letters of
credit issued or created for the account of such Person to facilitate the
purchase, shipment or storage of such inventory or other goods;


 


(l) Liens in
favor of the Company or any Subsidiary Guarantor;


 


(m) leases,
subleases, licenses or sublicenses granted to others that do not materially
interfere with the business of the Company or any Restricted Subsidiary;


 


(n) attachment
or judgment Liens not giving rise to an Event of Default so long as any
appropriate legal proceedings which may have been duly initiated for the review
of such judgment have not been finally terminated or the period within which
the proceedings may be initiated has not expired;


 


(o) Liens
arising from the filing Uniform Commercial Code financing statements regarding
leases or consignments;


 


21





















 


(p) Liens
securing Hedging Obligations so long as the related Debt is, and is permitted
to be under this Indenture, secured by a Lien on the same Property securing
such Hedging Obligations;


 


(q) Liens (i)
of a collection bank arising under Section 4-210 of the Uniform Commercial Code
on items in the course of collection and (ii) in favor of a banking institution
arising as a matter of law encumbering deposits (including the right of
set-off) and which are within the general parameters customary in the banking
industry;


 


(r) Liens
encumbering reasonable customary initial deposits and margin deposits and
similar Liens attaching to brokerage accounts Incurred in the ordinary course
of business and not for speculative purposes;


 


(s) Liens that
are contractual rights of set-off (i) relating to the establishment of
depository relations with banks not given in connection with the issuance of
Debt; or (ii) relating to pooled deposit or sweep accounts of the Company or
any Restricted Subsidiary to permit satisfaction of overdraft or similar
obligations incurred in the ordinary course of business of the Company and its
Restricted Subsidiaries;


 


(t) Liens
solely on any cash earnest money deposits made by the Company or any of its
Restricted Subsidiaries in connection with any letter of intent or purchase
agreement permitted under the Indenture;


 


(u) Liens on
the Property of the Company or any Restricted Subsidiary to secure any
Refinancing, in whole or in part, of any Debt secured by Liens referred to in
clause (b), (f), (g) or (j) above; provided, however, that any
such Lien shall be limited to all or part of the same Property that secured the
original Lien (together with improvements and accessions to such Property) and
the aggregate principal amount of Debt that is secured by such Lien shall not
be increased to an amount greater than the sum of:


 


(1)  the outstanding principal amount, or,
if greater, the committed amount, of the Debt secured by Liens described under
clause (b), (f), (g) or (j) above, as the case may be, at the time the original
Lien became a Permitted Lien under this Indenture, and


 


(2)  an amount necessary to pay any fees
and expenses, including premiums and defeasance costs, incurred by the Company
or such Restricted Subsidiary in connection with such Refinancing;


 


(v) Liens on
Property that result from provisions of any Management Services Agreement that
permit an affiliated physician group or physician or physicians affiliated with
such affiliated physician group to purchase such Property in connection with
the termination of such Management Services Agreement; and


 


22





















 


(w) other
Liens securing obligations which do not exceed $50.0 million at any one time
outstanding.


 


“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


 


(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.


 


23





















 


“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 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.


 


24


















“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 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


 


25





















 


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 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.


 


26





















 


“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;


 


(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 Subordinated Obligations;


 


27





















 


(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


 


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


 


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


 


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


 


“Senior Subordinated Notes” means the
10 3/4% Senior Subordinated Notes due 2014 of the Company.


 


“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.


 


28





















 


“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


 


(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 4.14.


 


“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:


 


29





















 


(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:


 


(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):


 


30





















 


(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


 


(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 4.11


 


31





















 


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.


 


32





















 


SECTION 1.02.  Other
Definitions.


 


	
  Term

  	
   

  	
  Defined in

  Section

  
	
  “Affiliate
  Transaction”

  	
   

  	
  4.08

  
	
  “Bankruptcy
  Law”

  	
   

  	
  6.01

  
	
  “Change of
  Control Offer”

  	
   

  	
  4.13

  
	
  “Change of
  Control Payment Date”

  	
   

  	
  4.13

  
	
  “Change of
  Control Purchase Price”

  	
   

  	
  4.13

  
	
  “covenant
  defeasance option”

  	
   

  	
  8.01

  
	
  “Custodian”

  	
   

  	
  6.01

  
	
  “Event of
  Default”

  	
   

  	
  6.01

  
	
  “Exchange
  Security”

  	
   

  	
  Appendix A

  
	
  “Global
  Security”

  	
   

  	
  Appendix A

  
	
  “Initial
  Lien”

  	
   

  	
  4.09

  
	
  “legal
  defeasance option”

  	
   

  	
  8.01

  
	
  “Legal
  Holiday”

  	
   

  	
  11.08

  
	
  “Obligations”

  	
   

  	
  10.01

  
	
  “Offer
  Amount”

  	
   

  	
  4.06

  
	
  “Offer
  Period”

  	
   

  	
  4.06

  
	
  “OID”

  	
   

  	
  2.01

  
	
  “Offered
  Securities”

  	
   

  	
  2.01

  
	
  “Paying
  Agent”

  	
   

  	
  2.04

  
	
  “Permitted
  Debt”

  	
   

  	
  4.03

  
	
  “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.


 


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


 


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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.


 


Subject to
Section 2.03, the Trustee shall authenticate Securities for original issue
on the Issue Date in the aggregate principal amount of $300,000,000 (the


 


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“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.


 


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


 


35





















 


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 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.


 


36





















 


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.


 


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


 


37





















 


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
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.


 


38





















 


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 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


 


39





















 


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, 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.


 


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


 


40





















 


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.


 


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


 


(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


 


41





















 


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 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.


 


42





















 


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


 


43





















 


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;


 


(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;


 


44





















 


(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,


 


(1)  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 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; and


 


(2)  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 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;


 


45





















 


(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 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


 


46





















 


(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;


 


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:


 


47





















 


(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 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


 


48





















 


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;


 


(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;


 


49





















 


(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 4.13
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


 


(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:


 


50





















 


(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.


 


(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 Debt Incurred pursuant to clause (2) of paragraph (b) of Section
4.03 (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).


 


51





















 


(c)  Any Net Available Cash from an Asset
Sale not applied in accordance with the preceding paragraph within 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 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,


 


52





















 


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 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


 


53





















 


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,


 


(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


 


54





















 


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
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,


 


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(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 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:


 


56


















(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;


 


(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;


 


57





















 


(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 Liens.  (a)   
The Company shall not, and shall not permit any Restricted Subsidiary
to, directly or indirectly, Incur or suffer to exist, any Lien (the “Initial
Lien”), other than Permitted Liens, upon any of its Property (including Capital
Stock of a Restricted Subsidiary), whether owned at the Issue Date or
thereafter acquired, or any interest therein or any income or profits
therefrom, securing any Debt, unless it has made or will make effective
provision whereby the Securities or, in the case of a Restricted Subsidiary
that is a Subsidiary Guarantor, the applicable Subsidiary Guarantee will be
secured by such Lien equally and ratably with (or prior to) all other Debt of
the Company or any Restricted Subsidiary secured by such Lien.


 


(b)  Any Lien created for the benefit of
the holders of the Securities pursuant to the preceding paragraph shall provide
by its terms that such Lien will be automatically and unconditionally released
and discharged upon release and discharge of the Initial Lien.


 


SECTION 4.10. 
Limitation on Sale and Leaseback Transactions.  The Company shall not, and shall not permit
any Restricted Subsidiary to, enter into any Sale and Leaseback Transaction
with respect to any Property unless:


 


(a)  the Company or such Restricted
Subsidiary would be entitled to:


 


(1)  Incur Debt in an amount equal to the
Attributable Debt with respect to such Sale and Leaseback Transaction pursuant
to Section 4.03, and


 


(2)  create a Lien on such Property
securing such Attributable Debt without also securing the Securities or the
applicable Subsidiary Guarantee pursuant to Section 4.09,


 


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(b)  the net proceeds received by the
Company or any Restricted Subsidiary in connection with such Sale and Leaseback
Transaction are at least equal to the Fair Market Value of such Property, and


 


(c)  such Sale and Leaseback Transaction is
effected in compliance with Section 4.06.


 


SECTION 4.11.  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.


 


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


 


(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 4.12. 
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 4.13. 
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 4.13 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


 


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(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 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 4.13 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 4.13. 
To the extent that the provisions of any securities laws or regulations
conflict with the provisions of this Section 4.13, the Company will comply
with the applicable securities laws and regulations and will not be deemed to
have breached its obligations under this Section 4.13 by virtue
thereof.


 


SECTION 4.14.  Future Subsidiary
Guarantors.  The Company
shall cause each future Foreign Restricted Subsidiary that Guarantees any other
Debt of the


 


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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.


 


SECTION 4.15. 
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


 


62





















 


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 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


 


63





















 


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 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, 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;


 


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


 


64





















 


(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 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


 


65





















 


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 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


 


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the acceleration.  No such rescission shall affect any
subsequent Default or impair any right consequent thereto.


 


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


 


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with such request and has failed to institute such proceeding within 60
days after such notice, request and offer.


 


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 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


 


THIRD: 
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, 4.13 and 4.14 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;


 


(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.


 


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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)  secure the
Securities;


 


(6)  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;


 


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


 


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


 


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


 


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;


 


(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;


 


78





















 


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


 


(7)  subordinate the
Securities or any Subsidiary Guarantee to any other obligation of the Company
or the applicable Subsidiary Guarantor; 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.


 


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 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


 


79





















 


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


 


Subsidiary Guarantees


 


SECTION 10.01.  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 X 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


 


80





















 


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 10.08,
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.


 


Except as
expressly set forth in Sections 4.07, 4.14, 5.02, 8.01(b), 10.07 and 10.08, 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 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.  Each
Subsidiary Guarantor further agrees that, as between it, on


 


81





















 


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 10.01.


 


SECTION 10.02.  Contribution.  Each Subsidiary Guarantor (a “Contributing
Party”) agrees 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 10.03.  Successors and Assigns.  This Article X 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 10.04.  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 X 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 X at law, in equity, by statute or otherwise.


 


SECTION 10.05.  Modification.  No modification, amendment or waiver of any
provision of this Article X, 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.


 


82





















 


SECTION 10.06.  Execution of Supplemental
Indenture for Future Subsidiary Guarantors.  Each Subsidiary which is required to become a
Subsidiary Guarantor pursuant to Section 4.14 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 X 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.


 


SECTION 10.07.  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 10.08.  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 X 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.


 


83





















 


ARTICLE XI


 


Miscellaneous


 


SECTION 11.01.  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 11.02.  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:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  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.


 


84





















 


SECTION 11.03.  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 11.04.  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


 


(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 11.05.  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 11.06.  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.


 


85





















 


SECTION 11.07.  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 11.08.  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 11.09.  Governing Law.  THIS
INDENTURE AND THE SECURITIES SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE
WITH, THE LAWS OF THE STATE OF NEW YORK.


 


SECTION 11.10.  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 11.11.  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 11.12.  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 11.13.  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.


 


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


 


86





















 


	
   

  	
  OILER
  ACQUISITION CORP.,

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  /s/ D. Scott Mackesy

  
	
   

  	
   

  	
  Name:

  	
  D. Scott
  Mackesy

  
	
   

  	
   

  	
  Title:

  	
  President

  



 


87





















 


	
   

  	
  LASALLE BANK
  NATIONAL

  ASSOCIATION,

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  /s/ Vernita Anderson

  
	
   

  	
   

  	
  Name:

  	
  Vernita
  Anderson

  
	
   

  	
   

  	
  Title:

  	
  Assistant
  Vice President

  



 


88


















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 9% Senior
Notes due 2012 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 9% Senior
Notes due 2012, 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 $300,000,000 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 9%
Senior Notes due 2012 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 $300,000,000,
(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, 4.13 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]**$

  	
   

  



 


9% Senior Note
due 2012


 


	
   

  	
   

  	
  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, 2012.


 


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]


 


9% Senior Note
due 2012


 


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.


 


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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 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 $300,000,000.  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
$300,000,000 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, create
or incur Liens, enter into or permit certain Sale and Leaseback Transactions
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, 2008.  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

  	
   

  
	
  2008

  	
   

  	
  104.500

  	
  %

  
	
  2009

  	
   

  	
  102.250

  	
  %

  
	
  2010 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 109% 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, 2008.  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, 2008 (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, 2008,
(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.


 


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“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.                                       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


 


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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.


 


9.                                       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.


 


10.                                 Persons
Deemed Owners


 


The registered
Holder of this Security may be treated as the owner of it for all purposes.


 


11.                                 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.


 


12.                                 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.


 


13.                                 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


 


8





















 


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) secure the Securities; (vi) 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; (vii) comply with any
requirements of the SEC in connection with qualifying, or maintaining the
qualification of, the Indenture under the TIA; (viii) make any change that
does not adversely affect the rights of any Securityholder; or
(ix) provide for the issuance of additional Securities in accordance with
the Indenture.


 


14.                                 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.


 


15.                                 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.


 


16.                                 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


 


9





















 


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.


 


17.                                 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.


 


18.                                 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).


 


19.                                 Governing
Law


 


THIS
SECURITY SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF
THE STATE OF NEW YORK.


 


20.                                 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.


 


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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

  



 


1





















 


	
  (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

  	
   

  



 


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[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

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  



 


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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 4.13 (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 4.13 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.

  



 


4





















 


EXHIBIT B


 


 


FORM OF FACE OF SECURITY


 


	
  No.

  	
   

  	
  [up to]**$

  	
   

  	
   

  



 


9% Senior Note
due 2012


 


	
   

  	
   

  	
  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, 2012.


 


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


 


9% Senior Note
due 2012


 


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 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 $300,000,000 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, create or incur Liens, enter into or permit certain
Sale and Leaseback Transactions 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, 2008.  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

  	
   

  
	
  2008

  	
   

  	
  104.500

  	
  %

  
	
  2009

  	
   

  	
  102.250

  	
  %

  
	
  2010 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 109% 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, 2008.  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, 2008 (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, 2008 (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.                                       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.


 


9.                                       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.


 


10.                                 Persons
Deemed Owners


 


The registered
Holder of this Security may be treated as the owner of it for all purposes.


 


11.                                 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.


 


12.                                 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


 


7





















 


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.


 


13.                                 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)
secure the Securities; (vi) 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; (vii) comply with any requirements of the SEC in connection
with qualifying, or maintaining the qualification of, the Indenture under the
TIA; (viii) make any change that does not adversely affect the rights of
any Securityholder; or (ix) provide for the issuance of additional
Securities in accordance with the Indenture.


 


14.                                 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.


 


8





















 


15.                                 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.


 


16.                                 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.


 


17.                                 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.


 


18.                                 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).


 


19.                                 Governing
Law


 


THIS
SECURITY SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF
THE STATE OF NEW YORK.


 


20.                                 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.


 


9





















 


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.

  



 


10





















 


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 4.13 (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 4.13 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.

  



 


11





















 


EXHIBIT B


 


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 9% Senior Notes due 2012 (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 10.06 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 X 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 11.02 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.


 


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


 


2





















 


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:

  	
  [                  ]

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  LASALLE BANK NATIONAL ASSOCIATION,

  as Trustee

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  	
  [                  ]

  
	
   

  	
  Title:

  	
  [                  ]

  



 


12





















 


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 9% Senior Notes due 2012 (the “Securities”);


 


WHEREAS Section 4.14
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 X 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