Exhibit 4.3


 


FIRST SUPPLEMENTAL INDENTURE


 


THIS FIRST SUPPLEMENTAL INDENTURE dated as of August 20, 2004
among US Oncology, Inc., a Delaware corporation (the “Company”), the Guarantors party thereto (the
“Guarantors”),
and JPMorgan Chase Bank, as trustee under the Indenture referred to
below (the “Trustee”).


 


WHEREAS, the Company and certain of the Guarantors have heretofore
executed and delivered to the Trustee an indenture dated as of February 1,
2002 (the “Indenture”), providing for the issuance of an aggregate
principal amount of $175.0 million of 9 5/8% Senior Subordinated Notes due 2012
(the “Notes”);


 


WHEREAS, the Company and the Guarantors propose to amend the Indenture
and the Notes (the “Proposed Amendments”), as
contemplated hereby;


 


WHEREAS, the Company has obtained the consent of the Holders of the
Notes pursuant to the Offer to Purchase and Consent Solicitation Statement
dated May 21, 2004, as amended, supplemented or modified (the “Consent Solicitation Statement”), to the Proposed Amendments upon
the terms and subject to the conditions set forth therein;


 


WHEREAS, pursuant to Section 10.02 of the Indenture, the Company
and the Guarantors may amend or supplement the Indenture and the Notes as
contemplated hereby provided that the Holders of at least a majority in
aggregate principal amount of the Notes then outstanding have consented;


 


WHEREAS, the Company has received and delivered to the Trustee the
consent of the Holders of at least a majority in aggregate principal amount of
the Notes to the Proposed Amendments;


 


WHEREAS, each of the Company and each Guarantor has been authorized by
a resolution of its respective board of directors to enter into this First
Supplemental Indenture;


 


WHEREAS, all other acts and proceedings required by law, by the Indenture,
and by the certificate of incorporation and by-laws of the Company and the
Guarantors to make this First Supplemental Indenture a valid and binding
agreement for the purposes expressed herein, in accordance with its terms, have
been duly done and performed;


 


WHEREAS, on the date hereof, the Company has accepted for purchase the
Notes validly tendered in the tender offer contemplated by the Consent
Solicitation Statement; and


 


WHEREAS, the terms of this First Supplemental Indenture shall be null and
void if the Tender Offer Condition does not occur.


 


NOW,
THEREFORE, THIS FIRST SUPPLEMENTAL INDENTURE WITNESSETH:


 





















 


That, for and in consideration of the premises herein contained and in
order to effect the proposed amendments contained in the Consent Solicitation
Statement, pursuant to Section 10.02 of the Indenture, the Company and the
Guarantors agree with the Trustee as follows:


 


ARTICLE 1


 


Amendment of Indenture and Notes


 


1.1                                 Amendment of Section 1.01.
Pursuant to Section 10.02
of the Indenture, Section 1.01 of the Indenture is hereby amended by
deleting in their entirety the definitions of “Accounts Receivable Entity,” “Acquired
Indebtedness,” “Asset Acquisition,” “Asset Sale,” “Consolidated Amortization
Expense,” “Consolidated Cash Flow,” “Consolidated Depreciation Expense,” “Consolidated
Income Tax Expense,” “Consolidated Interest Coverage Ratio,” “Consolidated Interest
Expense,” “Consolidated Net Income,” “Consolidated Net Worth,” “Coverage Ratio Exception,”
“Designation,” “Designation Amount,” “Foreign Subsidiary,” “Independent Director,”
“Independent Financial Advisor,” “Investments” “Management Services Agreement,”
“Net Available Proceeds,” “Non-Recourse Debt,” “Pari Passu Indebtedness,” “Permitted
Business,” “Permitted Investment,” “Permitted Joint Venture,” “Permitted Liens,”
“PPM Asset Sales,” “Preferred Stock,” “Purchase Money Indebtedness,” “Redesignation,”
“Refinancing Indebtedness,” “Restricted Payment,” “Restricted Payment Basket,” “Subordinated
Indebtedness,” “Total Tangible Assets” and “Weighted Average Life to Maturity”
contained in the Indenture.


 


1.2                                 Amendment of Section 1.02.
Pursuant to Section 10.02
of the Indenture, Section 1.02 of the Indenture is hereby amended and
restated in its entirety as follows:


 


	
  Term

  	
   

  	
  Defined in

  Section(s)

  
	
   

  	
   

  	
   

  
	
  “Agent Members”

  	
   

  	
  2.01

  
	
  “Authenticating Agent”

  	
   

  	
  2.02

  
	
  “Base Guaranty Liability”

  	
   

  	
  11.01

  
	
  “Certificated Note”

  	
   

  	
  2.01

  
	
  “Clearstream”

  	
   

  	
  2.01

  
	
  “Covenant Defeasance”

  	
   

  	
  8.01

  
	
  “DTC”

  	
   

  	
  2.01

  
	
  “Euroclear”

  	
   

  	
  2.01

  
	
  “Event of Default”

  	
   

  	
  6.01

  
	
  “Global Legend”

  	
   

  	
  2.01

  
	
  “Global Notes”

  	
   

  	
  2.01

  
	
  “Global Note Holder”

  	
   

  	
  2.01

  
	
  “Institutional Accredited
  Investor”

  	
   

  	
  2.01

  
	
  “Legal Defeasance”

  	
   

  	
  8.01

  
	
  “Legal Holiday”

  	
   

  	
  12.07

  
	
  “Offshore Notes Exchange
  Date”

  	
   

  	
  2.01

  
	
  “Paying Agent”

  	
   

  	
  2.03

  
	
  “Payment Blockage Notice”

  	
   

  	
  9.03, 11.04

  



 





















 


	
  “Qualified Institutional
  Buyer”

  	
   

  	
  2.01

  
	
  “Register”

  	
   

  	
  2.05

  
	
  “Registrar”

  	
   

  	
  2.03

  
	
  “Regulation S Global Notes”

  	
   

  	
  2.01

  
	
  “Regulation S Permanent
  Global Note”

  	
   

  	
  2.01

  
	
  “Regulation S Temporary
  Global Note”

  	
   

  	
  2.01

  
	
  “Securities Act Legend”

  	
   

  	
  2.01

  
	
  “Successor”

  	
   

  	
  5.01

  



 


1.3                                 Amendment of Section 4.02.
Pursuant to Section 10.02
of the Indenture, Section 4.02 of the Indenture is hereby amended and
restated as follows:


 


Section 4.02.        [INTENTIONALLY OMITTED].


 


1.4                                 Amendment of Section 4.03.
Pursuant to Section 10.02
of the Indenture, Section 4.03 of the Indenture is hereby amended and
restated in its entirety to read as follows:


 


Section 4.03.        [INTENTIONALLY OMITTED].


 


1.5                                 Amendment of Section 4.04.
Pursuant to Section 10.02
of the Indenture, Section 4.04 of the Indenture is hereby amended and
restated in its entirety to read as follows:


 


Section 4.04.        [INTENTIONALLY OMITTED].


 


1.6                                 Amendment of Section 4.06.
Pursuant to Section 10.02
of the Indenture, Section 4.06 of the Indenture is hereby amended and
restated in its entirety to read as follows:


 


Section 4.06.        [INTENTIONALLY OMITTED].


 


1.7                                 Amendment of Section 4.07.
Pursuant to Section 10.02
of the Indenture, Section 4.07 of the Indenture is hereby amended and
restated in its entirety to read as follows:


 


Section 4.07.        [INTENTIONALLY OMITTED].


 


1.8                                 Amendment of Section 4.08.
Pursuant to Section 10.02
of the Indenture, Section 4.08 of the Indenture is hereby amended and
restated in its entirety to read as follows:


 


Section 4.08.        [INTENTIONALLY OMITTED].


 


1.9                                 Amendment of Section 4.09.
Pursuant to Section 10.02
of the Indenture, Section 4.09 of the Indenture is hereby amended and
restated in its entirety to read as follows:


 


Section 4.09.        [INTENTIONALLY OMITTED].


 


1.10                           Amendment of Section 4.10.
Pursuant to Section 10.02
of the Indenture, Section 4.10 of the Indenture is hereby amended and
restated in its entirety to read as follows:


 


Section 4.10.        [INTENTIONALLY OMITTED].


 


 





















 


1.11                           Amendment of Section 4.11.
Pursuant to Section 10.02
of the Indenture, Section 4.11 of the Indenture is hereby amended and
restated in its entirety to read as follows:


 


Section 4.11           [INTENTIONALLY OMITTED].


 


1.12                           Amendment of Section 4.12.
Pursuant to Section 10.02
of the Indenture, Section 4.12 of the Indenture is hereby amended and
restated in its entirety to read as follows:


 


Section 4.12.        [INTENTIONALLY OMITTED].


 


1.13                           Amendment of Section 4.13.
Pursuant to Section 10.02
of the Indenture, Section 4.13 of the Indenture is hereby amended and
restated in its entirety to read as follows:


 


Section 4.13.        [INTENTIONALLY OMITTED].


 


1.14                           Amendment of Section 4.14.
Pursuant to Section 10.02
of the Indenture, Section 4.14 of the Indenture is hereby amended and
restated in its entirety to read as follows:


 


Section 4.14.        [INTENTIONALLY OMITTED].


 


1.15                           Amendment of Section 4.15.
Pursuant to Section 10.02
of the Indenture, Section 4.15 of the Indenture is hereby amended and
restated in its entirety to read as follows:


 


Section 4.15.        [INTENTIONALLY OMITTED].


 


1.16                           Amendment of Section 4.16.
Pursuant to Section 10.02
of the Indenture, Section 4.16 of the Indenture is hereby amended and
restated in its entirety to read as follows:


 


Section 4.16.        [INTENTIONALLY OMITTED].


 


1.17                           Amendment of Section 4.17.
Pursuant to Section 10.02
of the Indenture, Section 4.17 of the Indenture is hereby amended and
restated in its entirety to read as follows:


 


Section 4.17.        [INTENTIONALLY OMITTED].


 


1.18                           Amendment of Section 4.18.
Pursuant to Section 10.02
of the Indenture, Section 4.18 of the Indenture is hereby amended and
restated in its entirety to read as follows:


 


Section 4.18.        [INTENTIONALLY OMITTED].


 


1.19                           Amendment of Section 4.19.
Pursuant to Section 10.02
of the Indenture, Section 4.19 of the Indenture is hereby amended and
restated in its entirety to read as follows:


 


Section 4.19.        [INTENTIONALLY OMITTED].


 


1.20                           Amendment of Section 5.01.
Pursuant to Section 10.02
of the Indenture, Section 5.01 of the Indenture is hereby amended and
restated in its entirety to read as follows:


 





















 


Section 5.01. The Company shall not, directly or
indirectly, in a single transaction or a series of related transactions,
consolidate or merge with or into (other than a merger with a Wholly Owned
Subsidiary solely for the purpose of changing the Company’s state of
incorporation to another State of the United States), or sell, lease, transfer,
convey or otherwise dispose of or assign all or substantially all of the assets
of the Company and the Restricted Subsidiaries (taken as a whole) unless, in
each case, either (a) the Company shall be the surviving or continuing Person
or (b) the Person formed by or surviving such consolidation or merger or to
which such sale, lease, conveyance or other disposition shall be made (or in
the case of a Plan of Liquidation, any Person to which assets are transferred)
(collectively, the “Successor”) expressly assumes, by supplemental indenture in
form and substance satisfactory to the Trustee, all of the obligations of the
Company under the Notes and this Indenture.


 


1.21                           Amendment of Section 6.01.
Pursuant to Section 10.02
of the Indenture, Section 6.01 of the Indenture is hereby amended and
restated in its entirety to read as follows:


 


Section 6.01.        Events of Default.


 


(a)                                  Each of the following is an “Event of
Default:”


 


(1)                                  failure by the Company to pay interest on any
of the Notes when it becomes due and payable and the continuance of any such
failure for 30 days (whether or not such payment is prohibited by the
subordination provisions of this Indenture);


 


(2)                                  failure by the Company to pay the principal
on any of the Notes when it becomes due and payable, whether at stated
maturity, upon any redemption date as to which notice has been given to the
Holders in accordance with the terms of this Indenture, upon purchase, upon acceleration
or otherwise (whether or not such payment is prohibited by the subordination
provisions of this Indenture);


 


(3)                                  [INTENTIONALLY OMITTED];


 


(4)                                  [INTENTIONALLY OMITTED];


 


(5)                                  [INTENTIONALLY OMITTED];


 


(6)                                  [INTENTIONALLY OMITTED];


 


(7)                                  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 all or substantially all of its assets, or


 


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


 


(8)                                  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 as debtor in an involuntary case,


 


(B)                                appoints a Custodian of the Company or any
Significant Subsidiary or a Custodian for all or substantially all of the
assets of the Company or any Significant Subsidiary, or


 


(C)                                orders the liquidation of the Company or any
Significant Subsidiary, and the order or decree remains unstayed and in effect for
60 days; or


 


(9)                                  [INTENTIONALLY OMITTED].


 


1.22                           Amendment of Section 8.01. Pursuant to Section 10.02 of the
Indenture, the third paragraph of Section 8.01 of the Indenture is hereby
amended and restated in its entirety to read as follows:


 


In
order to exercise either Legal Defeasance or Covenant Defeasance:


 


(1)                                  the Company must irrevocably deposit with the
Trustee, in trust, for the benefit of the Holders, United States legal tender,
U.S. Government Obligations or a combination thereof, in such amounts as will
be sufficient (without reinvestment) in the opinion of a nationally recognized
firm of independent public accountants selected by the Company, to pay the principal
of and interest on the Notes on the stated date for payment or on the
applicable redemption date of the principal or installment of principal of or
interest on the Notes, and the Holders must have a valid, perfected, exclusive
security interest in such trust,


 


(2)                                  [INTENTIONALLY OMITTED],


 


(3)                                  [INTENTIONALLY OMITTED],


 


(4)                                  [INTENTIONALLY OMITTED],


 


(5)                                  [INTENTIONALLY OMITTED],


 


(6)                                  [INTENTIONALLY OMITTED],


 





















 


(7)                                  the Company shall have delivered to the
Trustee and Officers’ Certificate stating that the conditions provided for in
clause (1) of this paragraph have been complied with.


 


1.23                           Amendments to the Notes. Pursuant to Section 10.02 of the
Indenture, the first paragraph of Section 14 of the Notes is hereby
amended and restated in its entirety to read as follows:


 


Each of the following is an Event of Default: (i) failure by the
Company to pay interest on any of the Notes when it becomes due and payable and
the continuance of any such failure for 30 days (whether or not such payment is
prohibited by the subordination provisions of this Indenture); (ii) failure by
the Company to pay the principal on any of the Notes when it becomes due and
payable, whether at stated maturity, upon any redemption date as to which
notice has been given to the Holders in accordance with the terms of this Indenture,
upon purchase, upon acceleration or otherwise (whether or not such payment is
prohibited by the subordination provisions of this Indenture); (iii)
[INTENTIONALLY OMITTED]; (iv) [INTENTIONALLY OMITTED]; (v) [INTENTIONALLY
OMITTED]; (vi) [INTENTIONALLY OMITTED]; (vii) 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 all or substantially all of its assets, or (d) makes a
general assignment for the benefit of its creditors; (viii) 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 as debtor
in an involuntary case, (b) appoints a Custodian of the Company or any
Significant Subsidiary or a Custodian for all or substantially all of the
assets of the Company or any Significant Subsidiary, or (c) orders the
liquidation of the Company or any Significant Subsidiary, and the order or
decree remains unstayed and in effect for 60 days; or (ix) [INTENTIONALLY
OMITTED].


 


ARTICLE 2


 


The Trustee


 


2.1                                 Privileges and Immunities
of Trustee. The Trustee
accepts the amendment of the Indenture and the Notes effected by this First
Supplemental Indenture but only upon the terms and conditions set forth in the
Indenture, including the terms and provisions defining and limiting the
liabilities and responsibilities of the Trustee, which terms and provisions
shall in like manner define and limit its liabilities and responsibilities in
the performance of the trust created by the Indenture as hereby amended. The
Trustee shall not be responsible for the adequacy or sufficiency of the First
Supplemental Indenture, for the due execution thereof by the Company and the
Guarantors or for the recitals contained herein, which are the Company’s and
the Guarantors’ responsibilities.


 





















 


ARTICLE 3


 


Miscellaneous Provisions


 


3.1                                 Instruments to be Read
Together. This First
Supplemental Indenture is an indenture supplemental to and in implementation of
the Indenture, and said Indenture and this First Supplemental Indenture shall
henceforth be read together.


 


3.2                                 Confirmation. The Indenture as amended and supplemented by
this First Supplemental Indenture is in all respects confirmed and preserved.


 


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


 


3.4                                 Counterparts. This First Supplemental Indenture may be
signed in any number of counterparts each of which so executed shall be deemed
to be an original, but all such counterparts shall together constitute but one
and the same instrument.


 


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


 


3.6                                 Governing Law. The internal law of the State of New York
shall govern and be used to construe this First Supplemental Indenture without
giving effect to applicable principles of conflicts of law to the extent that
the application of the laws of another jurisdiction would be required thereby.
This First Supplemental Indenture is subject to the provisions of the Trust Indenture
Act that are required to be part of the Indenture and shall, to the extent
applicable, be governed by such provisions.


 


[The remainder of this page is intentionally left
blank.]


 





















 


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


 


	
   

  	
  US ONCOLOGY, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Bruce
  Broussard

  	
   

  
	
   

  	
  Name:

  	
  Bruce Broussard

  
	
   

  	
  Title:

  	
  Chief Financial Officer

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  ALABAMA PHARMACEUTICAL
  SERVICES, LLC, as a

  Subsidiary Guarantor

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Bruce Broussard

  	
   

  
	
   

  	
  Name:

  	
  Bruce Broussard

  
	
   

  	
  Title:

  	
  Manager

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  AOR HOLDING COMPANY OF
  INDIANA, INC., as a

  Subsidiary Guarantor

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Bruce
  Broussard

  	
   

  
	
   

  	
  Name:

  	
  Bruce Broussard

  
	
   

  	
  Title:

  	
  Vice President

  



 





















 


	
   

  	
  AOR MANAGEMENT COMPANY OF
  ARIZONA, INC.,

  as a Subsidiary Guarantor

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Bruce
  Broussard

  	
   

  
	
   

  	
  Name:

  	
  Bruce Broussard 

  
	
   

  	
  Title:

  	
  Vice President

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  AOR MANAGEMENT COMPANY OF
  INDIANA, INC.,

  as a Subsidiary Guarantor

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Bruce
  Broussard

  	
   

  
	
   

  	
  Name:

  	
  Bruce Broussard

  
	
   

  	
  Title:

  	
  Vice President

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  AOR MANAGEMENT COMPANY OF
  MISSOURI,

  INC., as a Subsidiary Guarantor

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Bruce
  Broussard

  	
   

  
	
   

  	
  Name:

  	
  Bruce Broussard

  
	
   

  	
  Title:

  	
  Vice President

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  AOR MANAGEMENT COMPANY OF
  OKLAHOMA,

  INC., as a Subsidiary Guarantor

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Bruce
  Broussard

  	
   

  
	
   

  	
  Name:

  	
  Bruce Broussard

  
	
   

  	
  Title:

  	
  Vice President

  



 





















 


	
   

  	
  AOR MANAGEMENT COMPANY OF

  PENNSYLVANIA, INC., as a Subsidiary Guarantor

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Bruce
  Broussard

  	
   

  
	
   

  	
  Name:

  	
  Bruce Broussard 

  
	
   

  	
  Title:

  	
  Vice President

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  AOR MANAGEMENT COMPANY OF
  TEXAS, INC., as

  a Subsidiary Guarantor

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Bruce
  Broussard

  	
   

  
	
   

  	
  Name:

  	
  Bruce Broussard

  
	
   

  	
  Title:

  	
  Vice President

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  AOR MANAGEMENT COMPANY OF
  VIRGINIA, INC.,

  as a Subsidiary Guarantor

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Bruce
  Broussard

  	
   

  
	
   

  	
  Name:

  	
  Bruce Broussard

  
	
   

  	
  Title:

  	
  Vice President

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  AOR REAL ESTATE, INC., as
  a Subsidiary Guarantor

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Bruce
  Broussard

  	
   

  
	
   

  	
  Name:

  	
  Bruce Broussard

  
	
   

  	
  Title:

  	
  Vice President

  



 





















 


	
   

  	
  AOR OF INDIANA MANAGEMENT
  PARTNERSHIP, as

  a Subsidiary Guarantor

  
	
   

  	
   

  
	
   

  	
  By:

  	
  AOR MANAGEMENT COMPANY OF

  INDIANA, INC.

  
	
   

  	
  Its:

  	
  General Partner

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Bruce
  Broussard

  	
   

  
	
   

  	
  Name:

  	
  Bruce Broussard 

  
	
   

  	
  Title:

  	
  Vice President

  
	
   

  	
   

  
	
   

  	
  and

  
	
   

  	
   

  
	
   

  	
  By:

  	
  AOR HOLDING COMPANY OF

  INDIANA, INC.

  
	
   

  	
  Its:

  	
  General Partner

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Bruce
  Broussard

  	
   

  
	
   

  	
  Name:

  	
  Bruce Broussard

  
	
   

  	
  Title:

  	
  Vice President

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  AOR OF TEXAS MANAGEMENT
  LIMITED

  PARTNERSHIP, as a Subsidiary Guarantor

  
	
   

  
	
   

  
	
   

  	
  By:

  	
  AOR MANAGEMENT COMPANY OF

  TEXAS, INC.

  
	
   

  	
  Its:

  	
  General Partner

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Bruce
  Broussard

  	
   

  
	
   

  	
  Name:

  	
  Bruce Broussard

  
	
   

  	
  Title:

  	
  Vice President

  
					



 





















 


	
   

  	
  AOR
  SYNTHETIC REAL ESTATE, INC., as a Subsidiary Guarantor

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Bruce
  Broussard

  	
   

  
	
   

  	
  Name:

  	
  Bruce Broussard 

  
	
   

  	
  Title:

  	
  Vice President

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  AORT HOLDING
  COMPANY, INC., as a Subsidiary

  Guarantor

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Bruce
  Broussard

  	
   

  
	
   

  	
  Name:

  	
  Bruce Broussard

  
	
   

  	
  Title:

  	
  Vice President

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  CALIFORNIA
  PHARMACEUTICAL SERVICES, LLC,

  as a Subsidiary Guarantor

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Bruce
  Broussard

  	
   

  
	
   

  	
  Name:

  	
  Bruce Broussard

  
	
   

  	
  Title:

  	
  Manager

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  FLORIDA PHARMACEUTICAL
  SERVICES, LLC, as a

  Subsidiary Guarantor

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Bruce
  Broussard

  	
   

  
	
   

  	
  Name:

  	
  Bruce Broussard

  
	
   

  	
  Title:

  	
  Manager

  



 





















 


	
   

  	
  GREENVILLE
  RADIATION CARE, INC., as a Subsidiary

  Guarantor

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Bruce
  Broussard

  	
   

  
	
   

  	
  Name:

  	
  Bruce Broussard 

  
	
   

  	
  Title:

  	
  Vice President

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  IOWA
  PHARMACEUTICAL SERVICES, LLC, as a

  Subsidiary Guarantor

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Bruce
  Broussard

  	
   

  
	
   

  	
  Name:

  	
  Bruce Broussard

  
	
   

  	
  Title:

  	
  Manager

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  MICHIGAN PHARMACEUTICAL
  SERVICES, LLC, as a

  Subsidiary Guarantor

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Bruce
  Broussard

  	
   

  
	
   

  	
  Name:

  	
  Bruce Broussard

  
	
   

  	
  Title:

  	
  Manager

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  NEBRASKA PHARMACEUTICAL
  SERVICES, LLC, as

  a Subsidiary Guarantor

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Bruce
  Broussard

  	
   

  
	
   

  	
  Name:

  	
  Bruce Broussard

  
	
   

  	
  Title:

  	
  Manager

  



 





















 


	
   

  	
  NEW MEXICO PHARMACEUTICAL
  SERVICES, LLC,

  as a Subsidiary Guarantor

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Bruce
  Broussard

  	
   

  
	
   

  	
  Name:

  	
  Bruce Broussard 

  
	
   

  	
  Title:

  	
  Manager

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  NORTH CAROLINA
  PHARMACEUTICAL SERVICES,

  LLC, as a Subsidiary Guarantor

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Bruce
  Broussard

  	
   

  
	
   

  	
  Name:

  	
  Bruce Broussard

  
	
   

  	
  Title:

  	
  Manager

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  PENNSYLVANIA
  PHARMACEUTICAL SERVICES,

  LLC, as a Subsidiary Guarantor

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Bruce
  Broussard

  	
   

  
	
   

  	
  Name:

  	
  Bruce Broussard

  
	
   

  	
  Title:

  	
  Manager

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  PHYSICIAN RELIANCE
  HOLDINGS, LLC, as a

  Subsidiary Guarantor

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Bruce
  Broussard

  	
   

  
	
   

  	
  Name:

  	
  Bruce Broussard

  
	
   

  	
  Title:

  	
  Manager

  



 





















 


	
   

  	
  PHYSICIAN RELIANCE
  NETWORK, INC., as a

  Subsidiary Guarantor

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Bruce
  Broussard

  	
   

  
	
   

  	
  Name:

  	
  Bruce Broussard 

  
	
   

  	
  Title:

  	
  Vice President

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  RMCC CANCER CENTER, INC.,
  as a Subsidiary

  Guarantor

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Bruce
  Broussard

  	
   

  
	
   

  	
  Name:

  	
  Bruce Broussard

  
	
   

  	
  Title:

  	
  Vice President

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  SELECTPLUS ONCOLOGY, LLC,
  as a Subsidiary

  Guarantor

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Bruce
  Broussard

  	
   

  
	
   

  	
  Name:

  	
  Bruce Broussard

  
	
   

  	
  Title:

  	
  Manager

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  ST. LOUIS PHARMACEUTICAL
  SERVICES, LLC, as a

  Subsidiary Guarantor

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Bruce
  Broussard

  	
   

  
	
   

  	
  Name:

  	
  Bruce Broussard

  
	
   

  	
  Title:

  	
  Manager

  



 





















 


	
   

  	
  TEXAS PHARMACEUTICAL
  SERVICES, LLC, as a

  Subsidiary Guarantor

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Bruce
  Broussard

  	
   

  
	
   

  	
  Name:

  	
  Bruce Broussard 

  
	
   

  	
  Title:

  	
  Manager

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  TOPS PHARMACY SERVICES,
  INC., as a Subsidiary

  Guarantor

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Bruce
  Broussard

  	
   

  
	
   

  	
  Name:

  	
  Bruce Broussard

  
	
   

  	
  Title:

  	
  Vice President

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  US ONCOLOGY CORPORATE,
  INC., as a Subsidiary

  Guarantor

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Bruce
  Broussard

  	
   

  
	
   

  	
  Name:

  	
  Bruce Broussard

  
	
   

  	
  Title:

  	
  Vice President

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  US ONCOLOGY PHARMACEUTICAL
  SERVICES,

  LLC, as a Subsidiary Guarantor

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Bruce
  Broussard

  	
   

  
	
   

  	
  Name:

  	
  Bruce Broussard

  
	
   

  	
  Title:

  	
  Manager

  



 





















 


	
   

  	
  US ONCOLOGY RESEARCH,
  INC., as a Subsidiary

  Guarantor

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Bruce
  Broussard

  	
   

  
	
   

  	
  Name:

  	
  Bruce Broussard 

  
	
   

  	
  Title:

  	
  Vice President

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  WASHINGTON
  PHARMACEUTICAL SERVICES, LLC,

  as a Subsidiary Guarantor

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Bruce
  Broussard

  	
   

  
	
   

  	
  Name:

  	
  Bruce Broussard

  
	
   

  	
  Title:

  	
  Manager

  



 





















 


	
   

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

  
	
   

  	
   

  
	
   

  	
  By:

  	
  PRN Physician Reliance,
  LLC

  
	
   

  	
  Its:

  	
  General Partner

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Bruce
  Broussard

  	
   

  
	
   

  	
  Name:

  	
  Bruce Broussard 

  
	
   

  	
  Title:

  	
  Manager

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  PRN PHYSICIAN RELIANCE,
  LLC, as a Subsidiary

  Guarantor

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Bruce
  Broussard

  	
   

  
	
   

  	
  Name:

  	
  Bruce Broussard

  
	
   

  	
  Title:

  	
  Manager

  
					



 





















 


	
   

  	
  JP MORGAN CHASE BANK, as Trustee,

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  	
   

  
	
   

  	
  Title:

  	
   

  



 





















 


	
   

  	
  JP MORGAN CHASE BANK, as
  Trustee,

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Carol Logan

  	
   

  
	
   

  	
  Name:

  	
  CAROL LOGAN

  	
   

  
	
   

  	
  Title:

  	
  Vice President and Trust Officer