Exhibit 4.3


 


EXECUTION COPY


 


US ONCOLOGY HOLDINGS, INC.


 


$250,000,000 Senior Unsecured Floating Rate Notes Due 2015 


 


Registration Rights Agreement


 


New York, New York

March 15, 2005


 


Wachovia Capital Markets,
LLC


J.P. Morgan Securities Inc.


Citigroup
Global Markets Inc.


As Representatives of the
Initial Purchasers


 


c/o
Wachovia Capital Markets, LLC 


12
East 49th Street, 33rd Floor, 


New
York, New York 10017


 


Ladies and Gentlemen:


 


US
Oncology Holdings, Inc., a corporation organized under the laws of Delaware
(the “Issuer”), which is the parent of US Oncology, Inc., a
corporation organized under the laws of Delaware, proposes to issue and sell to
certain purchasers (the “Initial Purchasers”), for whom you (the “Representatives”)
are acting as representatives, $250,000,000 principal amount of its Senior
Unsecured Floating Rate Notes Due 2015 (the “Securities”), upon the terms set
forth in the Purchase Agreement between the Issuer and the Representatives,
dated March 15, 2005 (the “Purchase Agreement”), relating to the initial
placement (the “Initial Placement”) of the Securities. To induce the Initial
Purchasers to enter into the Purchase Agreement and to satisfy a condition to
your obligations thereunder, the Issuer agrees with you for your benefit and
the benefit of the holders from time to time of the Securities (including the
Initial Purchasers) (each a “Holder” and, collectively, the “Holders”), as
follows:


 


1.             Definitions. Capitalized terms used herein without definition shall have their
respective meanings set forth in the Purchase Agreement. As used in this
Agreement, the following capitalized defined terms shall have the following
meanings:


 


“Act”
shall mean the Securities Act of 1933, as amended, and the rules and
regulations of the Commission promulgated thereunder.


 


“Affiliate”
shall have the meaning specified in Rule 405 under the Act and the terms “controlling”
and “controlled” shall have meanings correlative thereto.


 


“Broker-Dealer”
shall mean any broker or dealer registered as such under the Exchange Act.


 





















 


“Business
Day” shall mean any day other than a Saturday, a Sunday or a legal holiday or a
day on which banking institutions or trust companies are authorized or
obligated by law to close in New York City.


 


“Closing
Date” shall mean the date of the first issuance of the Securities.


 


“Commission”
shall mean the Securities and Exchange Commission.


 


“Exchange
Act” shall mean the Securities Exchange Act of 1934, as amended, and the rules and
regulations of the Commission promulgated thereunder.


 


“Exchange
Offer Registration Period” shall mean the period following the consummation of
the Registered Exchange Offer and ending on the earlier of (i) the 90th
day following consummation of the Registered Exchange Offer or such longer
period if extended pursuant to Section 4(j) as a result of the occurrence
of any of the events set forth in Sections 4(b)(ii) through (v) hereof
and (ii) such time as no Exchanging Dealer holds Registrable Securities,
exclusive of any period during which any stop order shall be in effect
suspending the effectiveness of the Exchange Offer Registration Statement.


 


“Exchange
Offer Registration Statement” shall mean a registration statement of the Issuer
on an appropriate form under the Act with respect to the Registered Exchange
Offer, all amendments and supplements to such registration statement, including
post-effective amendments thereto, in each case including the Prospectus
contained therein, all exhibits thereto and all material incorporated by
reference therein.


 


“Exchanging
Dealer” shall mean any Holder (which may include any Initial Purchaser) that is
a Broker-Dealer and elects to exchange for New Securities any Securities that
it acquired for its own account as a result of market-making activities or
other trading activities (but not directly from the Issuer or any Affiliate of
the Issuer) for New Securities.


 


“Final
Memorandum” shall mean the offering memorandum, dated March 15, 2005,
relating to the Securities, including any and all exhibits thereto and any
information incorporated by reference therein as of such date.


 


“Holder”
shall have the meaning set forth in the preamble hereto.


 


“Indenture”
shall mean the Indenture relating to the Securities, dated as of the Closing
Date, between the Issuer and LaSalle Bank National Association, as trustee, as
the same may be amended from time to time in accordance with the terms thereof.


 


“Initial
Placement” shall have the meaning set forth in the preamble hereto.


 


“Initial
Purchaser” shall have the meaning set forth in the preamble hereto.


 


“Losses”
shall have the meaning set forth in Section 6(d) hereof.


 


“Majority
Holders” shall mean, on any date, Holders of a majority of the aggregate
principal amount of Securities registered under a Registration Statement.


 


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“Managing
Underwriters” shall mean the investment banker or investment bankers and
manager or managers that administer an underwritten offering, if any, under a
Registration Statement.


 


“NASD
Rules” shall mean the Conduct Rules and the By-Laws of the National
Association of Securities Dealers, Inc.


 


“New
Securities” shall mean debt securities of the Issuer identical in all material
respects to the Securities (except that the transfer restrictions shall be
modified or eliminated, as appropriate).


 


“Prospectus”
shall mean the prospectus included in any Registration Statement (including,
without limitation, a prospectus that discloses information previously omitted
from a prospectus filed as part of an effective registration statement in
reliance upon Rule 430A under the Act), as amended or supplemented by any
prospectus supplement, with respect to the terms of the offering of any portion
of the Securities or the New Securities covered by such Registration Statement,
and all amendments and supplements thereto, including any and all exhibits
thereto and any information incorporated by reference therein.


 


“Purchase
Agreement” shall have the meaning set forth in the preamble hereto.


 


“Registered
Exchange Offer” shall mean the proposed offer of the Issuer to issue and
deliver to the Holders of the Securities that are not prohibited by any law or
policy of the Commission from participating in such offer, in exchange for the
Securities, a like aggregate principal amount of the New Securities.


 


“Registrable
Securities” shall mean (i) Securities other than those that have been (A) registered
under a Registration Statement and disposed of in accordance therewith, (B) are
eligible to be sold pursuant to Rule 144(k) or any successor rule or
regulation thereto that may be adopted by the Commission or (C) distributed
to the public pursuant to Rule 144 under the Act or any successor rule or
regulation thereto that may be adopted by the Commission and (ii) any New
Securities the resale of which by the Holder thereof requires compliance with
the prospectus delivery requirements of the Act.


 


“Registration
Default Damages” shall have the meaning set forth in Section 8 hereof.


 


“Registration
Statement” shall mean any Exchange Offer Registration Statement or Shelf
Registration Statement that covers any of the Securities or the New Securities
pursuant to the provisions of this Agreement, any amendments and supplements to
such registration statement, including post-effective amendments (in each case
including the Prospectus contained therein), all exhibits thereto and all
material incorporated by reference therein.


 


“Securities”
shall have the meaning set forth in the preamble hereto.


 


“Shelf
Registration” shall mean a registration effected pursuant to Section 3
hereof.


 


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“Shelf
Registration Period” has the meaning set forth in Section 3(b) hereof.


 


“Shelf
Registration Statement” shall mean a “shelf” registration statement of the
Issuer pursuant to the provisions of Section 3 hereof which covers some or
all of the Securities or New Securities, as applicable, on an appropriate form
under Rule 415 under the Act, or any similar rule that may be adopted
by the Commission, amendments and supplements to such registration statement,
including post-effective amendments, in each case including the Prospectus
contained therein, all exhibits thereto and all material incorporated by
reference therein.


 


“Trustee”
shall mean the trustee with respect to the Securities and the New Securities
under the Indenture.


 


“Trust
Indenture Act” shall mean the Trust Indenture Act of 1939, as amended, and the rules and
regulations of the Commission promulgated thereunder.


 


“underwriter”
shall mean any underwriter of Securities in connection with an offering thereof
under a Shelf Registration Statement.


 


2.             Registered Exchange Offer. (a) Unless not permitted by applicable
law, the Issuer shall prepare and, not later than 120 days following the
Closing Date, shall file with the Commission the Exchange Offer Registration
Statement with respect to the Registered Exchange Offer. The Issuer shall use
its reasonable best efforts to cause the Exchange Offer Registration Statement
to become effective under the Act within 210 days of the Closing Date.


 


(b)           Upon the effectiveness of the Exchange Offer
Registration Statement, the Issuer shall as soon as practicable commence the
Registered Exchange Offer, it being the objective of such Registered Exchange
Offer to enable each Holder electing to exchange Securities for New Securities
(assuming that such Holder is not an Affiliate of the Issuer, acquires the New
Securities in the ordinary course of such Holder’s business, has no arrangements
with any person to participate in the distribution of the New Securities and is
not prohibited by any law or policy of the Commission from participating in the
Registered Exchange Offer) to trade such New Securities from and after their
receipt without any limitations or restrictions under the Act and without
material restrictions under the securities laws of a substantial proportion of
the several states of the United States.


 


(c)           In connection with the Registered Exchange
Offer, the Issuer shall:


 


(i)            mail to each Holder a copy of the Prospectus
forming part of the Exchange Offer Registration Statement, together with an
appropriate letter of transmittal and related documents; provided, that
the Issuer shall only be required to mail such Prospectus to Holders of which
the Issuer is aware after due inquiry;


 


(ii)           keep the Registered Exchange Offer open for not less than 30 days and
not more than 45 days after the date notice thereof is mailed to the Holders
(or, in each case, longer if required by applicable law);


 


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(iii)          use its reasonable best efforts to keep the Exchange Offer Registration
Statement continuously effective under the Act, supplemented and amended as
required, under the Act to ensure that it is available for sales of New
Securities by Exchanging Dealers during the Exchange Offer Registration Period;


 


(iv)          utilize the services of a depositary for the Registered Exchange Offer
with an address in the Borough of Manhattan in New York City, which may be the
Trustee or an Affiliate of the Trustee;


 


(v)           permit Holders to withdraw tendered Securities at any time prior to the
close of business, New York time, on the last Business Day on which the
Registered Exchange Offer is open;


 


(vi)          prior to effectiveness of the Exchange Offer Registration Statement,
provide a supplemental letter to the Commission (A) stating that the
Issuer is conducting the Registered Exchange Offer in reliance on the position
of the Commission in Exxon Capital Holdings Corporation (pub. avail. May 13,
1988), and Morgan Stanley and Co., Inc. (pub. avail. June 5,
1991); and (B) including a representation that the Issuer has not entered
into any arrangement or understanding with any person to distribute the New
Securities to be received in the Registered Exchange Offer and that, to the
best of the Issuer’s information and belief, each Holder participating in the
Registered Exchange Offer is acquiring the New Securities in the ordinary
course of business and has no arrangement or understanding with any person to
participate in the distribution of the New Securities; and


 


(vii)         comply in all material respects with all applicable laws.


 


(d)           As soon as practicable after the close of the
Registered Exchange Offer, the Issuer shall:


 


(i)            accept for exchange all Securities tendered
and not validly withdrawn pursuant to the Registered Exchange Offer;


 


(ii)           deliver to the Trustee for cancellation in accordance with Section 4(r)
all Securities so accepted for exchange; and


 


(iii)          cause the Trustee as soon as practicable to authenticate and deliver to
each Holder of Securities a principal amount of New Securities equal to the
principal amount of the Securities of such Holder so accepted for exchange.


 


(e)           Each Holder hereby acknowledges and agrees
that any Broker-Dealer and any such Holder using the Registered Exchange Offer
to participate in a distribution of the New Securities (x) could not under
Commission policy as in effect on the date of this Agreement rely on the
position of the Commission in Exxon Capital Holdings Corporation (pub.
avail. May 13, 1988) and Morgan Stanley and Co., Inc. (pub.
avail. June 5, 1991), as interpreted in the Commission’s letter to
Shearman & Sterling dated July 2, 1993 and similar no-action
letters; and (y) must comply with the registration and prospectus delivery
requirements of the Act in


 


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connection with any
secondary resale transaction, which must be covered by an effective
registration statement containing the selling security holder information
required by Item 507 or 508, as applicable, of Regulation S-K under the Act if
the resales are of New Securities obtained by such Holder in exchange for
Securities acquired by such Holder directly from the Issuer or one of its
Affiliates. Accordingly, each Holder participating in the Registered Exchange
Offer shall be required to represent to the Issuer that, at the time of the
consummation of the Registered Exchange Offer:


 


(i)            any New Securities received by such Holder
will be acquired in the ordinary course of business;


 


(ii)           such Holder will have no arrangement or understanding with any person
to participate in the distribution of the Securities or the New Securities
within the meaning of the Act; and


 


(iii)          such Holder is not an Affiliate of the Issuer.


 


(f)            If any Initial Purchaser determines that it
is not eligible to participate in the Registered Exchange Offer with respect to
the exchange of Securities constituting any portion of an unsold allotment, at
the request of such Initial Purchaser, the Issuer shall issue and deliver to
such Initial Purchaser (exclusively for resale under a Shelf Registration
Statement) or the person purchasing New Securities registered under a Shelf
Registration Statement as contemplated by Section 3 hereof from such
Initial Purchaser, in exchange for such Securities, a like principal amount of
New Securities. The Issuer shall use its reasonable best efforts to cause the
CUSIP Service Bureau to issue the same CUSIP number for such New Securities as
for New Securities issued pursuant to the Registered Exchange Offer.


 


3.             Shelf Registration. (a) If (i) due to any change in
law or applicable interpretations thereof by the Commission’s staff, the Issuer
determines that it is not permitted to effect the Registered Exchange Offer as
contemplated by Section 2 hereof; (ii) for any other reason the
Registered Exchange Offer is not consummated within 240 days of the Closing
Date; (iii) any Initial Purchaser so requests with respect to Securities
that are not eligible to be exchanged for New Securities in the Registered
Exchange Offer and that are held by it following consummation of the Registered
Exchange Offer; (iv) any Holder (other than an Initial Purchaser) is not
eligible to participate in the Registered Exchange Offer other than by reason
of such Holder being an affiliate of the Issuer (it being understood that the
requirement that an Exchanging Dealer deliver the prospectus contained in the
Exchange Offer Registration Statement in connection with the sale of New
Securities shall not result in such New Securities being not “freely tradeable”);
or (v) in the case of any Initial Purchaser that participates in the
Registered Exchange Offer, such Initial Purchaser does not receive freely
tradeable New Securities in exchange for Securities constituting any portion of
an unsold allotment (it being understood that (x) the requirement that an
Initial Purchaser deliver a Prospectus containing the information required by
Item 507 or 508 of Regulation S-K under the Act in connection with sales of New
Securities acquired in exchange for such Securities shall result in such New
Securities being not “freely tradeable”; and (y) the requirement that an
Exchanging Dealer deliver a Prospectus in connection with sales of New
Securities acquired in the Registered Exchange Offer in exchange for Securities
acquired as a result of market-making activities or


 


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other trading activities
shall not result in such New Securities being not “freely tradeable”), the
Issuer shall effect a Shelf Registration Statement in accordance with subsection (b) below.


 


(b) (i) The
Issuer shall as promptly as practicable (but in no event (i) if the
Exchange Offer Registration Statement is not permitted to be filed by
applicable law, more than 120 days following the Closing Date and (ii) in
any other circumstance in which a Shelf Registration Statement is required to
be filed, more than 90 days after so required or requested pursuant to this Section 3),
file with the Commission and thereafter use its reasonable best efforts to
cause to be declared effective under the Act (i) if the Exchange Offer
Registration Statement is not declared effective by the SEC within 210 days of
the Closing Date, within 210 days after the Closing Date, (ii) if the
Registered Exchange Offer is not consummated within 240 days of the Closing
Date, within 240 days of the Closing Date or (iii) in any other
circumstance in which a Shelf Registration Statement is required to be filed,
within 180 days after so required or, requested, a Shelf Registration Statement
relating to the offer and sale of the Securities or the New Securities, as
applicable, by the Holders thereof from time to time in accordance with the
methods of distribution elected by such Holders and set forth in such Shelf
Registration Statement; provided, however, that no Holder (other
than an Initial Purchaser) shall be entitled to have the Securities held by it
covered by such Shelf Registration Statement unless such Holder agrees in
writing to be bound by all of the provisions of this Agreement applicable to
such Holder (with the Initial Purchasers’ agreement thereto being evidenced by
their execution of this Agreement); and provided further, that with respect to
New Securities received by an Initial Purchaser in exchange for Securities constituting
any portion of an unsold allotment, the Issuer may, if permitted by current
interpretations by the Commission’s staff, file a post-effective amendment to
the Exchange Offer Registration Statement containing the information required
by Item 507 or 508 of Regulation S-K, as applicable, in satisfaction of its
obligations under this subsection with respect thereto, and any such
Exchange Offer Registration Statement, as so amended, shall be referred to
herein as, and governed by the provisions herein applicable to, a Shelf
Registration Statement.


 


(ii)           Subject to Section 4(j), the Issuer shall use its best efforts to
keep the Shelf Registration Statement continuously effective, supplemented and
amended as required by the Act, in order to permit the Prospectus forming part
thereof to be usable by Holders for a period (the “Shelf Registration Period”)
from the date the Shelf Registration Statement is declared effective by the
Commission until the earlier of (A) the second anniversary thereof, (B) the
date upon which all the Securities or New Securities, as applicable, covered by
the Shelf Registration Statement have been sold pursuant to the Shelf
Registration Statement or (C) the date upon which all the Securities or
New Securities are no longer restricted securities (as defined in Rule 144
under the Act). The Issuer shall be deemed not to have used its best efforts to
keep the Shelf Registration Statement effective during the Shelf Registration
Period if it voluntarily takes any action that would result in Holders of
Securities covered thereby not being able to offer and sell such Securities at
any time during the Shelf Registration Period, unless such action is (x)
required by applicable law or otherwise undertaken by the Issuer in good faith
and for valid business reasons (not including avoidance of the Issuer’s
obligations hereunder), including the acquisition or divestiture of assets, and
(y) permitted pursuant to Section 4(j)(ii) hereof.


 


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(iii)          The Issuer shall cause the Shelf Registration Statement and the related
Prospectus and any amendment or supplement thereto, as of the effective date of
the Shelf Registration Statement or such amendment or supplement, (A) to
comply in all material respects with the applicable requirements of the Act;
and (B) not to contain any untrue statement of a material fact or omit to
state a material fact required to be stated therein or necessary in order to
make the statements therein (in the case of the Prospectus, in the light of the
circumstances under which they were made) not misleading; it being understood
that the Issuer shall not be so responsible for information provided by or on
behalf of Holders.


 


4.             Additional Registration Procedures. In connection with any Shelf Registration
Statement and, to the extent applicable, any Exchange Offer Registration
Statement, the following provisions shall apply.


 


(a)           The Issuer shall:


 


(i)            furnish, in each case if requested in
writing, to each of the Representatives and to counsel for the Representatives,
in the case of an Exchange Offer Registration Statement, and to counsel for the
Holders of Registrable Securities, in the case of a Shelf Registration
Statement, not less than five Business Days prior to the filing thereof with the
Commission, a copy of any Exchange Offer Registration Statement and any Shelf
Registration Statement, as applicable, and each amendment thereof and each
amendment or supplement, if any, to the Prospectus included therein (including
all documents incorporated by reference therein after the initial filing) and
shall use its reasonable best efforts to reflect in each such document, when so
filed with the Commission, such comments as the Representatives reasonably
propose;


 


(ii)           include the information set forth in Annex A hereto on the facing page of
the Exchange Offer Registration Statement, in Annex B hereto in the forepart of
the Exchange Offer Registration Statement in a section setting forth
details of the Exchange Offer, in Annex C hereto in the underwriting or plan of
distribution section of the Prospectus contained in the Exchange Offer
Registration Statement, and in Annex D hereto in the letter of transmittal
delivered pursuant to the Registered Exchange Offer;


 


(iii)          if requested by an Initial Purchaser, include the information required
by Item 507 or 508 of Regulation S-K, as applicable, in the Prospectus
contained in the Exchange Offer Registration Statement; and


 


(iv)          in the case of a Shelf Registration Statement, include the names of the
Holders that propose to sell Securities pursuant to the Shelf Registration
Statement as selling security holders.


 


(b)           The Issuer shall advise the Representatives,
the Holders of Securities covered by any Shelf Registration Statement (but only
to such Holders as are named as selling security holders in the prospectus
forming part of such Shelf Registration Statement) and any


 


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Exchanging Dealer under any
Exchange Offer Registration Statement that has provided in writing to the
Issuer a telephone or facsimile number and address for notices, and, if
requested by any Representative or any such Holder or Exchanging Dealer, shall
confirm such advice in writing (which notice pursuant to clauses (ii)-(v) hereof
shall be accompanied by an instruction to suspend the use of the Prospectus
until the Issuer shall have remedied the basis for such suspension) or the
Issuer decides to resume the use of the Prospectus, as the case may be:


 


(i)            when a Registration Statement and any amendment
thereto has been filed with the Commission and when the Registration Statement
or any post-effective amendment thereto has become effective;


 


(ii)           of any request by the Commission for any amendment or supplement to the
Registration Statement or the Prospectus or for additional information;


 


(iii)          of the issuance by the Commission of any stop order suspending the
effectiveness of the Registration Statement or the institution or threatening
of any proceeding for that purpose;


 


(iv)          of the receipt by the Issuer of any notification with respect to the
suspension of the qualification of the securities included therein for sale in
any jurisdiction or the institution or threatening of any proceeding for such
purpose; and


 


(v)           unless notice has been provided pursuant to Section 4(j)(ii) hereto,
of the happening of any event that requires any change in the Registration
Statement or the Prospectus so that, as of such date, they (A) do not
contain any untrue statement of a material fact and (B) do not omit to state
a material fact required to be stated therein or necessary to make the
statements therein (in the case of the Prospectus, in the light of the
circumstances under which they were made) not misleading.


 


(c)           The Issuer shall use its reasonable best
efforts to prevent the issuance of any order suspending the effectiveness of
any Registration Statement or the qualification of the securities therein for
sale in any jurisdiction and, if issued, to obtain as soon as practicable the withdrawal
thereof.


 


(d)           The Issuer shall furnish to each Holder of
Securities covered by any Shelf Registration Statement, without charge, at
least one copy of such Shelf Registration Statement and any post-effective
amendment thereto, including all material incorporated therein by reference,
and, if the Holder so requests in writing, all exhibits thereto (including
exhibits incorporated by reference therein).


 


(e)           The Issuer shall, during the Shelf
Registration Period, deliver to each Holder of Securities covered by any Shelf
Registration Statement, without charge, as many copies of the Prospectus
(including the Preliminary Prospectus) included in such Shelf Registration
Statement and any amendment or supplement thereto as such Holder may reasonably
request in writing. The Issuer consents, subject to the provisions of this
Agreement,


 


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to the use of the Prospectus
or any amendment or supplement thereto by each of the selling Holders of
Securities in connection with the offering and sale of the Securities covered
by the Prospectus, or any amendment or supplement thereto, included in the
Shelf Registration Statement.


 


(f)            The Issuer shall furnish to each Exchanging
Dealer which so requests, without charge, at least one copy of the Exchange
Offer Registration Statement and any post-effective amendment thereto,
including all material incorporated by reference therein, and, if the Exchanging
Dealer so requests in writing, all exhibits thereto (including exhibits
incorporated by reference therein).


 


(g)           The Issuer shall promptly deliver to each
Initial Purchaser; each Exchanging Dealer and each other person required to
deliver a Prospectus during the Exchange Offer Registration Period, without
charge, as many copies of the Prospectus included in such Exchange Offer
Registration Statement and any amendment or supplement thereto as any such
person may reasonably request in writing. The Issuer consents, subject to the
provisions of this Agreement, to the use of the Prospectus or any amendment or supplement
thereto by any Initial Purchaser, any Exchanging Dealer and any such other
person that may be required to deliver a Prospectus following the Registered
Exchange Offer in connection with the offering and sale of the New Securities
covered by the Prospectus, or any amendment or supplement thereto, included in
the Exchange Offer Registration Statement.


 


(h)           Prior to the Registered Exchange Offer or any
other offering of Securities pursuant to any Registration Statement, the Issuer
shall use its reasonable best efforts to arrange, if necessary, for the
qualification of the Securities or the New Securities for sale under the laws
of such jurisdictions as any Holder shall reasonably request and shall maintain
such qualification in effect so long as required; provided that in no event
shall the Issuer be obligated to qualify to do business in any jurisdiction
where it is not then so qualified or to take any action that would subject it
to service of process in suits or to taxation, other than those arising out of
the Initial Placement, the Registered Exchange Offer or any offering pursuant
to a Shelf Registration Statement, in any such jurisdiction where it is not
then so subject.


 


(i)            The Issuer shall cooperate with the Holders
of Securities to facilitate the timely preparation and delivery of certificates
representing New Securities or Securities to be issued or sold pursuant to any
Registration Statement free of any restrictive legends and in such
denominations and registered in such names as Holders may request a reasonable
period of time prior to sales of Securities pursuant to such Registration
Statement.


 


(j)            (i)            Upon the occurrence of any event contemplated
by subsections (b)(ii) through (v) above, the Issuer shall promptly
(or within the time period provided for by clause (ii) hereof, if
applicable) prepare a post-effective amendment to the applicable Registration
Statement or an amendment or supplement to the related Prospectus or file any
other required document so that, as thereafter delivered to the purchasers of
the Securities included therein, the Prospectus will not include an untrue
statement of a material fact or omit to state any material fact required to be
stated therein or necessary to make the statements therein, in the light of the
circumstances under which they were made, not misleading. In such
circumstances, the period of effectiveness of the Exchange Offer


 


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Registration
Statement provided for in Section 2 shall be extended by the number of
days from and including the date of the giving of a notice of suspension
pursuant to Section 4(b) or this Section to and including the
date when the Initial Purchasers, the Holders of the Securities and any known
Exchanging Dealer shall have received such amended or supplemented Prospectus
pursuant to this Section.


 


(ii)           Upon the occurrence or existence of any pending corporate development
or any other material event that, in the reasonable judgment of the Issuer,
makes it appropriate to suspend the availability of a Shelf Registration
Statement and the related Prospectus, the Issuer shall give notice (without
notice of the nature or details of such events) to the Holders (but only to
such Holders as are named as selling security holders in the prospectus forming
part of such Shelf Registration Statement) that the availability of such Shelf
Registration is suspended and, upon actual receipt of any such notice, each
such Holder agrees not to sell any Registrable Securities pursuant to the Shelf
Registration until such Holder’s receipt of copies of the supplemented or
amended Prospectus, or until it is advised in writing by the Issuer that the
Prospectus may be used, and has received copies of any additional or
supplemental filings that are incorporated or deemed incorporated by reference
in such Prospectus. The period during which the availability of the Shelf
Registration and any Prospectus is suspended shall not exceed 45 days in any
three-month period or 90 days in any twelve-month period.


 


(k)           Not later than the effective date of any
Registration Statement, the Issuer shall provide a CUSIP number for the
Securities or the New Securities, as the case may be, registered under such
Registration Statement and provide the Trustee with printed certificates for
such Securities or New Securities, in a form eligible for deposit with The
Depository Trust Issuer.


 


(1)           The Issuer shall comply with all applicable rules and
regulations of the Commission and shall make generally available to its
security holders an earnings statement satisfying the provisions of Section 11(a) of
the Act as soon as practicable after the effective date of the applicable
Registration Statement and in any event no later than 45 days after the end of
a 12-month period (or 90 days, if such period is a fiscal year) beginning with
the first month of the Issuer’s first fiscal quarter commencing after the
effective date of the applicable Registration Statement.


 


(m)          The Issuer shall cause the Indenture to be
qualified under the Trust Indenture Act in a timely manner.


 


(n)           The Issuer may require each Holder of
securities to be sold pursuant to any Shelf Registration Statement to furnish
to the Issuer such information regarding the Holder and the distribution of
such securities as the Issuer may from time to time reasonably require for
inclusion in such Registrawtion Statement. The Issuer may exclude from such
Shelf Registration Statement the Securities of any Holder that fails to furnish
such information within a reasonable time after receiving such request.


 


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(o)           In the case of any Shelf Registration
Statement, the Issuer shall enter into customary agreements (including, if
requested, an underwriting agreement in customary form) and take all other appropriate
actions, if any, as the Holders of a majority of the Securities to be included
in the Shelf Registration Statement shall reasonably request in order to
facilitate the disposition of the Securities.


 


(p)           In the case of any Shelf Registration Statement,
the Issuer shall:


 


(i)            make reasonably available for inspection by
the Holders of Securities to be registered thereunder, any underwriter
participating in any disposition pursuant to such Registration Statement, and
any attorney, accountant or other agent retained by the Holders or any such
underwriter all relevant financial and other records and pertinent corporate
documents of the Issuer and its subsidiaries;


 


(ii)           cause the Issuer’s officers, directors, employees, accountants and
auditors to supply all relevant information reasonably requested by the Holders
or any such underwriter, attorney, accountant or agent in connection with any
such Registration Statement as is customary for similar due diligence
examinations provided, however, that the foregoing inspection and
information gathering shall be coordinated on behalf of the Initial Purchasers
by you and on behalf of the other parties, by one counsel designated by and on
behalf of such other parties as described in Section 5 hereof (all such
information shall be kept confidential by the recipients pursuant to a
customary confidentiality agreement to be executed by such recipients prior to
receiving such information);


 


(iii)          make such representations and warranties to the Holders of Securities
registered thereunder and the underwriters, if any, in form, substance and
scope as are customarily made by issuers to underwriters in primary
underwritten offerings and covering matters including, but not limited to,
those set forth in the Purchase Agreement;


 


(iv)          obtain opinions of counsel to the Issuer and updates thereof (which
counsel and opinions (in form, scope and substance) shall be reasonably
satisfactory to the Managing Underwriters, if any) addressed to each selling
Holder and the underwriters, if any, covering such matters as are customarily
covered in opinions requested in underwritten offerings and such other matters
as may be reasonably requested by such Holders and underwriters;


 


(v)           obtain “comfort” letters and updates thereof from the independent
certified public accountants of the Issuer (and, if necessary, any other
independent certified public accountants of any subsidiary of the Issuer or of
any business acquired by the Issuer for which financial statements and
financial data are, or are required to be, included in the Registration
Statement), addressed to each selling Holder of Securities registered
thereunder and the underwriters, if any, in customary form and covering matters
of the type customarily covered in “comfort” letters in connection with primary
underwritten offerings; and


 


12





















 


(vi)          deliver such documents and certificates as may be reasonably requested
by the Majority Holders or the Managing Underwriters, if any, including those
to evidence compliance with Section 4(j) and with any customary conditions
contained in the underwriting agreement or other agreement entered into by the
Issuer.


 


The actions set forth in
clauses (iii), (iv), (v) and (vi) of this paragraph (p) shall be
performed at (A) the effectiveness of such Registration Statement and each
post-effective amendment thereto; and (B) each closing under any
underwriting or similar agreement as and to the extent required thereunder.


 


(q)           In the case of any Exchange Offer Registration
Statement, the Issuer shall, if requested by an Initial Purchaser, or by a
broker dealer that holds Securities that were acquired as a result of market
making or other trading activities:


 


(i)            make reasonably available for inspection by
the requesting party, and any attorney, accountant or other agent retained by
the requesting party, all relevant financial and other records, pertinent
corporate documents and properties of the Issuer and its subsidiaries;


 


(ii)           cause the Issuer’s officers, directors, employees, accountants and
auditors to supply all relevant information reasonably requested by the
requesting party or any such attorney, accountant or agent in connection with
any such Registration Statement as is customary for similar due diligence examinations;


 


(iii)          make such representations and warranties to the requesting party, in
form, substance and scope as are customarily made by issuers to underwriters in
primary underwritten offerings and covering matters including, but not limited
to, those set forth in the Purchase Agreement;


 


(iv)          obtain opinions of counsel to the Issuer and updates thereof (which
counsel and opinions (in form, scope and substance) shall be reasonably
satisfactory to the requesting party and its counsel, addressed to the requesting
party, covering such matters as are customarily covered in opinions requested
in underwritten offerings and such other matters as may be reasonably requested
by the requesting party or its counsel;


 


(v)           obtain “comfort” letters and updates thereof from the independent
certified public accountants of the Issuer (and, if necessary, any other
independent certified public accountants of any subsidiary of the Issuer or of
any business acquired by the Issuer for which financial statements and
financial data are, or are required to be, included in the Registration
Statement), addressed to the requesting party, in customary form and covering
matters of the type customarily covered in “comfort” letters in connection with
primary underwritten offerings, or if requested by the requesting party or its
counsel in lieu of a “comfort” letter, an agreed-upon procedures letter under
Statement on Auditing Standards No. 35, covering matters requested by the
requesting party or its counsel; and


 


13





















 


(vi)          deliver such documents and certificates as may be reasonably requested
by the requesting party or its counsel, including those to evidence compliance
with Section 4(j) and with conditions customarily contained in
underwriting agreements.


 


The foregoing actions set
forth in clauses (iii), (iv), (v), and (vi) of this Section shall be
performed at the close of the Registered Exchange Offer and the effective date
of any post-effective amendment to the Exchange Offer Registration Statement.


 


(r)            If a Registered Exchange Offer is to be
consummated, upon delivery of the Securities by Holders to the Issuer (or to
such other person as directed by the Issuer) in exchange for the New
Securities, the Issuer shall mark, or caused to be marked, on the Securities so
exchanged that such Securities are being cancelled in exchange for the New
Securities. In no event shall the Securities be marked as paid or otherwise
satisfied.


 


(s)           The Issuer shall use its reasonable best
efforts if the Securities have been rated prior to the initial sale of such
Securities, to confirm such ratings will apply to the Securities or the New
Securities, as the case may be, covered by a Registration Statement.


 


(t)            In the event that any Broker-Dealer shall
underwrite any Securities or participate as a member of an underwriting
syndicate or selling group or “assist in the distribution” (within the meaning
of the NASD Rules) thereof, whether as a Holder of such Securities or as an
underwriter, a placement or sales agent or a broker or dealer in respect
thereof, or otherwise, the Issuer shall assist such Broker-Dealer in complying
with the NASD Rules.


 


(u)           The Issuer shall use its reasonable best
efforts to take all other steps necessary to effect the registration of the Securities
or the New Securities, as the case may be, covered by a Registration Statement.


 


5.             Registration Expenses. The Issuer shall bear all expenses incurred
in connection with the performance of its obligations under Sections 2, 3 and 4
hereof (other than any underwriters discounts or commissions) and, in the event
of any Shelf Registration Statement, will reimburse the Holders for the
reasonable fees and disbursements of one firm or counsel (which shall initially
be Cravath, Swaine & Moore LLP, but which may be another nationally
recognized law firm experienced in securities matters designated by the
Majority Holders) to act as counsel for the Holders in connection therewith,
and, in the case of any Exchange Offer Registration Statement, will reimburse
the Initial Purchasers for the reasonable fees and disbursements of counsel
acting in connection therewith.


 


6.             Indemnification and Contribution. (a) The Issuer agrees to indemnify and
hold harmless each Holder of Securities or New Securities, as the case may be,
covered by any Registration Statement, each Initial Purchaser and, with respect
to any Prospectus delivery as contemplated in Section 4(g) hereof,
each Exchanging Dealer, the directors, officers, employees, Affiliates and
agents of each such Holder, Initial Purchaser or Exchanging Dealer and each person
who controls any such Holder, Initial Purchaser or Exchanging Dealer within the
meaning of either the Act or the Exchange Act against any and all losses,
claims, damages or liabilities,


 


14





















 


joint or several, to which
they or any of them may become subject under the Act, the Exchange Act or other
federal or state statutory law or regulation, at common law or otherwise,
insofar as such losses, claims, damages or liabilities (or actions in respect
thereof) arise out of or are based upon any untrue statement or alleged untrue
statement of a material fact contained in the Registration Statement as
originally filed or in any amendment thereof, or in any preliminary Prospectus
or the Prospectus, or in any amendment thereof or supplement thereto, or arise
out of or are based upon the omission or alleged omission to state therein a
material fact required to be stated therein or necessary to make the statements
therein (in the case of any preliminary Prospectus or the Prospectus, in the
light of the circumstances under which they were made) not misleading, and
agrees to reimburse each such indemnified party, as incurred, for any legal or
other expenses reasonably incurred by it in connection with investigating or
defending any such loss, claim, damage, liability or action; provided, however,
that the Issuer will not be liable in any such case to the extent that any such
loss, claim, damage or liability arises out of or is based upon any such untrue
statement or alleged untrue statement or omission or alleged omission made
therein in reliance upon and in conformity with written information furnished
to the Issuer by or on behalf of the party claiming indemnification specifically
for inclusion therein. This indemnity agreement shall be in addition to any
liability that the Issuer may otherwise have.


 


The
Issuer also agrees to indemnify as provided in this Section 6(a) or
contribute as provided in Section 6(d) hereof to Losses of each
underwriter, if any, of Securities or New Securities, as the case may be,
registered under a Shelf Registration Statement, their directors, officers,
employees, Affiliates or agents and each person who controls such underwriter
on substantially the same basis as that of the indemnification of the Initial
Purchasers and the selling Holders provided in this Section 6(a) and
shall, if requested by any Holder, enter into an underwriting agreement
reflecting such agreement, as provided in Section 4(o) hereof.


 


(b)           Each Holder of Securities covered by a
Registration Statement (including each Initial Purchaser that is a Holder, in
such capacity) severally and not jointly agrees to indemnify and hold harmless
the Issuer, each of its directors, each of its officers who signs such Registration
Statement and each person who controls the Issuer within the meaning of either
the Act or the Exchange Act, to the same extent as the foregoing indemnity from
the Issuer to each such Holder, but only with reference to written information
relating to such Holder furnished to the Issuer by or on behalf of such Holder
specifically for inclusion in the documents referred to in the foregoing
indemnity; and, subject to the forgoing clause, shall reimburse, as incurred,
the Issuer for any legal or other expenses reasonably incurred by the Issuer or
any such controlling person in connection with investigation or defending any
loss, claim, damage, liability or action in respect thereof. This indemnity
agreement will be in addition to any liability that any such Holder may
otherwise have.


 


(c)           Promptly after receipt by an indemnified
party under this Section 6 or notice of the commencement of any action,
such indemnified party will, if a claim in respect thereof is to be made against
the indemnifying party under this Section, notify the indemnifying party in
writing of the commencement thereof; but the failure so to notify the
indemnifying party (i) will not relieve it from liability under paragraph (a) or
(b) above unless and to the extent it did not otherwise learn of such
action and such failure results in the forfeiture by the indemnifying party of
substantial rights and defenses; and (ii) will not, in any event, relieve
the indemnifying party from any obligations to any indemnified party other than
the indemnification obligation


 


15





















 


provided in paragraph (a) or
(b) above. The indemnifying party shall be entitled to appoint counsel
(including local counsel) of the indemnifying party’s choice at the
indemnifying party’s expense to represent the indemnified party in any action
for which indemnification is sought (in which case the indemnifying party shall
not thereafter be responsible for the fees and expenses of any separate
counsel, other than local counsel if not appointed by the indemnifying party,
retained by the indemnified party or parties except as set forth below); provided,
however, that such counsel shall be reasonably satisfactory to the
indemnified party. Notwithstanding the indemnifying party’s election to appoint
counsel (including local counsel) to represent the indemnified party in an
action, the indemnified party shall have the right to employ separate counsel
(including local counsel), and the indemnifying party shall bear the reasonable
fees, costs and expenses of such separate counsel if (i) the use of
counsel chosen by the indemnifying party to represent the indemnified party
would present such counsel with a conflict of interest; (ii) the actual or
potential defendants in, or targets of, any such action include both the
indemnified party and the indemnifying party and the indemnified party shall
have reasonably concluded that there may be legal defenses available to it
and/or other indemnified parties that are different from or additional to those
available to the indemnifying party; (iii) the indemnifying party shall
not have employed counsel satisfactory to the indemnified party to represent
the indemnified party within a reasonable time after notice of the institution
of such action; or (iv) the indemnifying party shall authorize the
indemnified party to employ separate counsel at the expense of the indemnifying
party. An indemnifying party will not, without the prior written consent of the
indemnified parties (such consent not to be unreasonably withheld or delayed),
settle or compromise or consent to the entry of any judgment with respect to
any pending or threatened claim, action, suit or proceeding in respect of which
indemnification or contribution may be sought hereunder (whether or not the
indemnified parties are actual or potential parties to such claim or action)
unless such settlement, compromise or consent includes an unconditional release
of each indemnified party from all liability arising out of such claim, action,
suit or proceeding. The Issuer shall not be liable under this Section for
any settlement or compromise or consent to the entry of judgment of any claim,
action, suit or proceeding effected without its prior written consent, which
consent shall not be reasonably withheld.


 


(d)           In the event that the indemnity provided in
paragraph (a) or (b) of this Section is unavailable to or
insufficient to hold harmless an indemnified party for any reason for the
losses, claims, damages or liabilities referred to therein, then each
applicable indemnifying party shall have a joint and several obligation to
contribute to the aggregate losses, claims, damages and liabilities (including
legal or other expenses reasonably incurred in connection with investigating or
defending any loss, claim, liability, damage or action) (collectively “Losses”)
to which such indemnified party may be subject in such proportion as is
appropriate to reflect the relative benefits received by such indemnifying
party, on the one hand, and such indemnified party, on the other hand, from the
Initial Placement and the Registration Statement which resulted in such Losses;
provided, however, that in no case shall any Initial Purchaser be
responsible, in the aggregate, for any amount in excess of the purchase
discount or commission applicable to such Security, or in the case of a New
Security, applicable to the Security that was exchangeable into such New
Security, as set forth in the Purchase Agreement, nor shall any underwriter be
responsible for any amount in excess of the underwriting discount or commission
applicable to the securities purchased by such underwriter under the
Registration Statement which resulted in such Losses. If the allocation
provided by the immediately preceding sentence is unavailable for any reason,
the indemnifying party and the indemnified party shall contribute


 


16





















 


in such proportion as is
appropriate to reflect not only such relative benefits but also the relative
fault of such indemnifying party, on the one hand, and such indemnified party, on the other hand, in connection with
the statements or omissions which resulted in such Losses as well as any other
relevant equitable considerations. Benefits received by the Issuer shall be
deemed to be equal to the total net proceeds from the Initial Placement (before
deducting expenses) as set forth in the Final Memorandum. Benefits received by
the Initial Purchasers shall be deemed to be equal to the total purchase
discounts and commissions as set forth in the Purchase Agreement, and benefits
received by any other Holders shall be deemed to be equal to the value of
receiving Securities or New Securities, as applicable, registered under the
Act. Benefits received by any underwriter shall be deemed to be equal to the
total underwriting discounts and commissions, as set forth on the cover page of
the Prospectus forming a part of the Registration Statement which resulted in
such Losses. Relative fault shall be determined by reference to, among other
things, whether any untrue or any alleged untrue statement of a material fact
or omission or alleged omission to state a material fact relates to information
provided by the indemnifying party, on the one hand, or by the indemnified
party, on the other hand, the intent of the parties and their relative
knowledge, access to information and opportunity to correct or prevent such
untrue statement or omission. The parties agree that it would not be just and
equitable if contribution were determined by pro rata allocation (even if the
Holders were treated as one entity for such purpose) or any other method of
allocation which does not take account of the equitable considerations referred
to above. Notwithstanding the provisions of this paragraph (d), no person
guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of
the Act) shall be entitled to contribution from any person who was not guilty
of such fraudulent misrepresentation. For purposes of this Section, each person
who controls a Holder within the meaning of either the Act or the Exchange Act
and each director, officer, employee and agent of such Holder shall have the
same rights to contribution as such Holder, and each person who controls the
Issuer within the meaning of either the Act or the Exchange Act, each officer,
director, employee, Affiliate and agent of the Issuer who shall have signed the
Registration Statement and each director of the Issuer shall have the same
rights to contribution as the Issuer, subject in each case to the applicable
terms and conditions of this paragraph (d).


 


(e)           The provisions of this Section will
remain in full force and effect, regardless of any investigation made by or on
behalf of any Holder or the Issuer or any of the indemnified persons referred
to in this Section 6, and will survive the sale by a Holder of securities
covered by a Registration Statement.


 


7.             Underwritten Registrations. (a) If any of the Securities or New
Securities, as the case may be, covered by any Shelf Registration Statement are
to be sold in an underwritten offering, the Managing Underwriters shall be
selected by the Majority Holders and shall be reasonably acceptable to the
Issuer.


 


(b)           No person may participate in any underwritten
offering pursuant to any Shelf Registration Statement, unless such person (i) agrees
to sell such person’s Securities or New Securities, as the case may be, on the
basis reasonably provided in any underwriting arrangements approved by the
persons entitled hereunder to approve such arrangements; and (ii) completes
and executes all questionnaires, powers of attorney, indemnities, underwriting
agreements and other documents reasonably required under the terms of such
underwriting arrangements.


 


17





















 


8.             Registration Defaults. If any of the following events shall occur,
then the Issuer shall pay liquidated damages (the “Registration Default Damages”)
to the Holders of the applicable Security in respect of the applicable Security
as follows:


 


(a)           if any Registration Statement required by
this Agreement is not filed with the Commission on or prior to the date
specified for such filing in this Agreement, then Registration Default Damages
shall accrue on the Registrable Securities at a rate of 0.25% per annum for the
first 90 days from and including such specified date and will increase by 0.25%
per annum at the end of each subsequent 90-day period, but in no event shall
such rate exceed 1.00% per annum; or


 


(b)           if any Registration Statement required by
this Agreement is not declared effective by the Commission on or prior to the
date by which reasonable best efforts are to be used to cause such
effectiveness under this Agreement, then commencing on the day after such specified
date, Registration Default Damages shall accrue on the Registrable Securities
at a rate of 0.25% per annum for the first 90 days from and including such
specified date; such rate will increase by 0.25% per annum at the end of each
subsequent 90-day period; but in no event shall such rate exceed 1.00% per
annum; or


 


(c)           if any Registration Statement required by
this Agreement has been declared effective but ceases to be effective at any
time at which it is required to be effective under this Agreement, then
commencing on the day the Registration Statement ceases to be effective,
Registration Default Damages shall accrue on the Registrable Securities at a
rate of 0.25% per annum for the first 90 days from and including such date on
which the Registration Statement ceases to be effective; such rate will
increase by 0.25% per annum at the end of each subsequent 90-day period, but in
no event shall such rate exceed 1.00% per annum; or


 


(d)           if the Registered Exchange Offer has not been
consummated within 240 days of the Closing Date, then Registration Default
Damages shall accrue on the Registrable Securities at a rate of 0.25% per annum
for the first 90 days from and including such specified date and will increase
by 0.25% per annum at the end of each subsequent 90-day period, but in no event
shall such rate exceed 1.00% per annum;


 


provided, however, that (1) upon the
filing of the Registration Statement (in the case of paragraph (a) above),
(2) upon the effectiveness of the Registration Statement (in the case of
paragraph (b) above), (3) upon the effectiveness of the Registration
Statement which had ceased to remain effective (in the case of paragraph (c) above),
or (4) upon the consummation of the Registered Exchange Offer (in the case
of paragraph (d) above), Registration Default Damages shall cease to
accrue. Notwithstanding any provision herein to the contrary, Registration
Default Damages shall not accrue on any Security that is no longer a
Registrable Security, nor shall the amount of Registration Default Damages
increase because more than one of the circumstances described in Section 8(a)-(d) has
occurred and is pending.


 


9.             No Inconsistent Agreements. The Issuer has not entered into, and agrees
not to enter into, any agreement with respect to its securities that is
inconsistent with the rights granted to the Holders herein or that otherwise
conflicts with the provisions hereof.


 


18





















 


10.           Amendments and Waivers. The provisions of this Agreement may not be
amended, qualified, modified or supplemented, and waivers or consents to
departures from the provisions hereof may not be given, unless the Issuer has
obtained the written consent of the Holders of a majority of the aggregate
principal amount of the Registrable Securities outstanding; provided
that, with respect to any matter that directly or indirectly affects the rights
of any Initial Purchaser hereunder, the Issuer shall obtain the written consent
of each such Initial Purchaser against which such amendment, qualification,
supplement, waiver or consent is to be effective; provided, further,
that no amendment, qualification, supplement, waiver or consent with respect to
Section 8 hereof shall be effective as against any Holder of Registrable
Securities unless consented to in writing by such Holder; and provided, further,
that the provisions of this Article 10 may not be amended, qualified,
modified or supplemented, and waivers or consents to departures from the
provisions hereof may not be given, unless the Issuer has obtained the written
consent of the Initial Purchasers and each Holder. Notwithstanding the
foregoing (except the foregoing provisos), a waiver or consent to departure
from the provisions hereof with respect to a matter that relates exclusively to
the rights of Holders whose Securities or New Securities, as the case may be,
are being sold pursuant to a Registration Statement and that does not directly
or indirectly affect the rights of other Holders may be given by the Majority
Holders, determined on the basis of Securities or New Securities, as the case
may be, being sold rather than registered under such Registration Statement.


 


11.           Notices. All notices and other communications provided for or permitted hereunder
shall be made in writing by hand-delivery, first-class mail, telex, telecopier
or air courier guaranteeing overnight delivery:


 


(a)           if to a Holder, at the most current address
given by such holder to the Issuer in accordance with the provisions of this Section 11,
which address initially is, with respect to each Holder, the address of such
Holder maintained by the Registrar under the Indenture;


 


(b)           if to the Representatives, initially at the
address or addresses set forth in the Purchase Agreement; and


 


(c)           if to the Issuer, initially at its address
set forth in the Purchase Agreement.


 


All
such notices and communications shall be deemed to have been duly given when
received.


 


The
Initial Purchasers or the Issuer by notice to the other parties may designate
additional or different addresses for subsequent notices or communications.


 


12.           Remedies. Each Holder, in addition to being entitled to exercise all rights provided
to it herein, in the Indenture or in the Purchase Agreement or granted by law,
including recovery of liquidated or other damages, will be entitled to specific
performance of its rights under this Agreement. The Issuer agrees that monetary
damages would not be adequate compensation for any loss incurred by reason of a
breach by it of the provisions of this Agreement and hereby agrees to waive in
any action for specific performance the defense that a remedy at law would be
adequate. Notwithstanding the foregoing, the Registration Default


 


19





















 


Damages are intended to
constitute the sole monetary damages that a Holder may collect as a result of
the occurrence of any of the conditions described in Sections 8(a) – (d) and
any obligations that result in any such condition.


 


13.           Successors. This Agreement shall inure to the benefit of and be binding upon the
parties hereto, their respective successors and assigns, including, without the
need for an express assignment or any consent by the Issuer thereto, subsequent
Holders of Securities and the New Securities, and the indemnified persons
referred to in Section 6 hereof. The Issuer hereby agrees to extend the
benefits of this Agreement to any Holder of Securities and the New Securities,
and any such Holder may specifically enforce the provisions of this Agreement
as if an original party hereto.


 


14.           Counterparts. This Agreement may be signed in one or more
counterparts, each of which shall constitute an original and all of which
together shall constitute one and the same agreement.


 


15.           Headings. The section headings used herein are for convenience only and shall
not affect the construction hereof.


 


16.           Applicable Law. This Agreement shall be governed by and
construed in accordance with the laws of the State of New York applicable to
contracts made and to be performed in the State of New York. The parties hereto
each hereby waive any right to trial by jury in any action, proceeding or
counterclaim arising out of or relating to this Agreement.


 


17.           Severability. In the event that any one of more of the
provisions contained herein, or the application thereof in any circumstances,
is held invalid, illegal or unenforceable in any respect for any reason, the
validity, legality and enforceability of any such provision in every other
respect and of the remaining provisions hereof shall not be in any way impaired
or affected thereby, it being intended that all of the rights and privileges of
the parties shall be enforceable to the fullest extent permitted by law.


 


18.           Securities Held by the Issuer, etc. Whenever the consent or approval of Holders
of a specified percentage of principal amount of Securities or New Securities
is required hereunder, Securities or New Securities, as applicable, held by the
Issuer or its Affiliates (other than subsequent Holders of Securities or New
Securities if such subsequent Holders are deemed to be Affiliates solely by
reason of their holdings of such Securities or New Securities) shall not be
counted in determining whether such consent or approval was given by the
Holders of such required percentage.


 


20





















 


If
the foregoing is in accordance with your understanding of our agreement, please
sign and return to us the enclosed duplicate hereof, whereupon this letter and
your acceptance shall represent a binding agreement between the Issuer and the
several Initial Purchasers.


 


	
   

  	
  Very truly yours,

  
	
   

  	
   

  
	
   

  	
  US ONCOLOGY HOLDINGS,
  INC.,

  
	
   

  	
   

  
	
   

  	
  By 

  	
    /s/
  R. Dale Ross

  
	
   

  	
   

  	
    Name:
  R. Dale Ross

  
	
   

  	
   

  	
    Title:
  President

  
					



 


 


[Registration
Rights Agreement]


 





















 


The foregoing Agreement is
hereby confirmed and accepted as of the date first above written.


 


Wachovia Capital Markets,
LLC 


J.P. Morgan Securities Inc.


Citigroup Global Markets
Inc.


 


 


By:
WACHOVIA CAPITAL MARKETS, LLC


 


 


	
  by

  	
  /s/ David Gillespie

  	
   

  
	
   

  	
  Name: David Gillespie

  
	
   

  	
  Title: Managing Director

  



 


For themselves and the other
several Initial Purchasers named in Schedule I to the Purchase Agreement.


 





















 


ANNEX A


 


Each
broker-dealer that receives new securities for its own account pursuant to the
Exchange Offer must acknowledge that it will deliver a prospectus in connection
with any resale of such new securities. The Letter of Transmittal states that
by so acknowledging and by delivering a prospectus, a broker-dealer will not be
deemed to admit that it is an “underwriter” within the meaning of the Act. This
prospectus, as it may be amended or supplemented from time to time, may be used
by a broker-dealer in connection with resales of new securities received in
exchange for securities where such securities were acquired by such broker-dealer
as a result of market-making activities or other trading activities. The
company has agreed that, starting on the expiration date and ending on the
close of business one year after the expiration date, it will make this
prospectus available to any broker-dealer for use in connection with any such
resale. See “Plan of Distribution”.


 





















 


ANNEX B


 


Each
broker-dealer that receives new securities for its own account in exchange for
securities, where such securities were acquired by such broker-dealer as a
result of market-making activities or other trading activities, must
acknowledge that it will deliver a prospectus in connection with any resale of
such new securities. See “Plan of Distribution”.


 





















 


ANNEX C


 


PLAN OF DISTRIBUTION


 


Each
broker-dealer that receives new securities for its own account pursuant to the
Exchange Offer must acknowledge that it will deliver a prospectus in connection
with any resale of such new securities. This prospectus, as it may be amended
or supplemented from time to time, may be used by a broker-dealer in connection
with resales of new securities received in exchange for securities where such
securities were acquired as a result of market-making activities or other
trading activities. The company has agreed that, starting on the expiration
date and ending on the close of business one year after the expiration date, it
will make this prospectus, as amended or supplemented, available to any
broker-dealer for use in connection with any such resale. In addition, until                ,         ,
all dealers effecting transactions in the new securities may be required to
deliver a prospectus.


 


The
company will not receive any proceeds from any sale of new securities by
brokers-dealers. New securities received by broker-dealers for their own
account pursuant to the Exchange Offer may be sold from time to time in one or
more transactions in the over-the-counter market, in negotiated transactions,
through the writing of options on the new securities or a combination of such
methods of resale, at market prices prevailing at the time of resale, at prices
related to such prevailing market prices or negotiated prices. Any such resale
may be made directly to purchasers or to or through brokers or dealers who may
receive compensation in the form of commissions or concessions from any such
broker-dealer and/or the purchasers of any such new securities. Any
broker-dealer that resells new securities that were received by it for its own
account pursuant to the Exchange Offer and any broker or dealer that
participates in a distribution of such new securities may be deemed to be an “underwriter”
within the meaning of the Act and any profit of any such resale of new
securities and any commissions or concessions received by any such persons may
be deemed to be underwriting compensation under the Act. The Letter of
Transmittal states that by acknowledging that it will deliver and by delivering
a prospectus, a broker-dealer will not be deemed to admit that it is an “underwriter”
within the meaning of the Act.


 


For
a period of one year after the expiration date, the company will promptly send
additional copies of this prospectus and any amendment or supplement to this
prospectus to any broker-dealer that requests such documents in the Letter of
Transmittal. The company has agreed to pay all expenses incident to the
Exchange Offer (including the expenses of one counsel for the holder of the
securities) other than commissions or concessions of any brokers or dealers and
will indemnify the holders of the securities (including any broker-dealers)
against certain liabilities, including liabilities under the Act.


 


[If
applicable, add information required by Regulation S-K Items 507 and/or 508.]


 





















 


ANNEX D


 


Rider
A


 


PLEASE
FILL IN YOUR NAME AND ADDRESS BELOW IF YOU ARE A BROKER-DEALER AND WISH TO
RECEIVE 10 ADDITIONAL COPIES OF THE PROSPECTUS AND 10 COPIES OF ANY AMENDMENTS
OR SUPPLEMENTS THERETO.


 


	
  Name:

  	
   

  	
   

  
	
  Address:

  	
   

  	
   

  
	
   

  	
   

  	
   

  



 


Rider
B


 


If the undersigned is not a
Broker-Dealer, the undersigned represents that it acquired the New Securities
in the ordinary course of its business, it is not engaged in, and does not
intend to engage in, a distribution of New Securities and it has no
arrangements or understandings with any person to participate in a distribution
of the New Securities. If the undersigned is a Broker-Dealer that will receive
New Securities for its own account in exchange for Securities, it represents
that the Securities to be exchange for New Securities were acquired by it as a
result of market-making activities or other trading activities and acknowledges
that it will deliver a prospectus in connection with any resale of such New
Securities; however, by so acknowledging and by delivering a prospectus, the
undersigned will not be deemed to admit that it is an “underwriter” within the
meaning of the Act.