S-4

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As filed with the Securities and Exchange Commission on December 17, 2004

Registration No. 333-            

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM S-4
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

US ONCOLOGY, INC.
(Exact name of registrant as specified in its charter)

Delaware (State or other jurisdiction of incorporation or organization)	621999 (Primary Standard Industrial Classification Code Number)	84-1213501 (I.R.S. Employer Identification Number)
Delaware	Alabama Pharmaceutical Services, LLC	82-0550740
Delaware	AOR Holding Company of Indiana, Inc.	76-0498834
Delaware	AOR Management Company of Arizona, Inc.	86-0780218
Delaware	AOR Management Company of Indiana, Inc.	35-1918180
Delaware	AOR Management Company of Missouri, Inc.	43-1697284
Delaware	AOR Management Company of Oklahoma, Inc.	73-1469947
Delaware	AOR Management Company of Pennsylvania, Inc.	25-1763053
Delaware	AOR Management Company of Texas, Inc.	76-0502129
Delaware	AOR Management Company of Virginia, Inc.	54-1768503
Delaware	AOR Real Estate, Inc.	76-0520140
Indiana	AOR of Indiana Management Partnership	76-0544500
Texas	AOR of Texas Management Limited Partnership	76-0502127
Delaware	AOR Synthetic Real Estate, Inc.	76-0556439
Delaware	AORT Holding Company, Inc.	51-0378882
Delaware	California Pharmaceutical Services, LLC	82-0550730
Delaware	Florida Pharmaceutical Services, LLC	20-0204277
Delaware	Greenville Radiation Care, Inc.	58-1944184
Delaware	Iowa Pharmaceutical Services, LLC	03-0428278
Delaware	Michigan Pharmaceutical Services, LLC	03-0428289
Delaware	Nebraska Pharmaceutical Services, LLC	82-0550736
Delaware	New Mexico Pharmaceutical Services, LLC	32-0020487
Delaware	North Carolina Pharmaceutical Services, LLC	27-0041830
Delaware	Pennsylvania Pharmaceutical Services, LLC	20-0183869
Delaware	Physician Reliance Holdings, LLC	51-0406058
Delaware	Physician Reliance Network, Inc.	75-2495107
Delaware	RMCC Cancer Center, Inc.	84-1214712
Delaware	Selectplus Oncology, LLC	27-0041838
Delaware	St. Louis Pharmaceutical Services, LLC	03-0411769
Delaware	Texas Pharmaceutical Services, LLC	20-0024540
Texas	TOPS Pharmacy Services, Inc.	75-2367741
Delaware	US Oncology Corporate, Inc.	76-0473455
Delaware	US Oncology Pharmaceutical Services, LLC	06-1694195
Delaware	US Oncology Research, Inc.	75-2650458
Delaware	Washington Pharmaceutical Services, LLC	27-0026536
Texas	Physician Reliance, L.P.	75-2767994
Delaware	PRN Physician Reliance, LLC	75-2767011

16825 Northchase Drive, Suite 1300
Houston, Texas 77060
(832) 601-8766

(Address, Including Zip Code, and Telephone Number, Including Area Code, of Registrant's Principal Executive Offices)

        Except that the principal executive offices for each of the following registrants are as set forth below:

AORT Holding Company, Inc. 1209 Orange Street Wilmington, Delaware 19801	Physician Reliance Holdings, LLC 300 Delaware Avenue, Suite 900 9th Floor—DE5403 Wilmington, Delaware 19801
AOR of Indiana Management Partnership 1400 North Ritter Avenue, Suite 481 Indianapolis, Indiana 46219

(Continued on next page)

(Continued from previous page)

B. Scott Aitken
Associate General Counsel
US Oncology, Inc.
16825 Northchase Drive, Suite 1300
Houston, Texas 77060
(832) 601-6178
(Name, Address, Including Zip Code, and Telephone Number, Including Area Code, of Agent for Service)

with a copy to:
Othon Prounis
Ropes & Gray LLP
45 Rockefeller Plaza
New York, New York 10111
(212) 841-5700

Approximate date of commencement of proposed sale to the public:
As soon as practicable after the effective date of this Registration Statement.

        If the securities being registered on this form are being offerred in connection with the formation of a holding company and there is compliance with General Instruction G, check the following box.    o

        If this form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act of 1933, as amended (the "Securities Act"), check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.    o

        If this form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.    o

CALCULATION OF REGISTRATION FEE

Title of each class of securities to be registered	Amount to be registered	Proposed Maximum Offering Price Per Note(1)	Proposed Maximum Aggregate Offering Price(1)	Amount of Registration Fee(2)
9% Senior Notes due 2012	$300,000,000	100%	$300,000,000	$35,310
Guarantees of 9% Senior Notes due 2012(3)	N/A	N/A	N/A	N/A
103/4% Senior Subordinated Notes due 2014	$275,000,000	100%	$275,000,000	$32,368
Guarantees of 103/4% Senior Subordinated Notes due 2014 (3)	N/A	N/A	N/A	N/A
Total	$575,000,000		$575,000,000	$67,678

(1)

Estimated solely for the purpose of calculating the registration fee.

(2)

Calculated pursuant to Rule 457(f) under the Securities Act, as follows: .00011770 multiplied by the proposed maximum aggregate offering price.

(3)

Each of the subsidiary co-registrants will guarantee, on an unconditional basis, the obligations of US Oncology, Inc. under the 9% Senior Notes due 2012 and the 10³/4% Senior Subordinated Notes due 2014. Pursuant to Rule 457(n) under the Securities Act, no additional registration fee is being paid in respect of the guarantees. The guarantees are not being traded separately.

The registrants hereby amend this registration statement on such date or dates as may be necessary to delay its effective date until the registrants shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the registration statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.

The information in this prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and we are not soliciting an offer to buy these securities in any state where the offer or sale is not permitted.

SUBJECT TO COMPLETION, DATED                        , 2004

PROSPECTUS

US Oncology, Inc.
Offer to Exchange

$300,000,000 principal amount of our outstanding 9% Senior Notes due 2012 for new 9% Senior Notes due 2012 and $275,000,000 principal amount of our outstanding 10³/4% Senior Subordinated Notes due 2014 for new 10³/4% Senior Subordinated Notes due 2014.

        We are offering to exchange new 9% Senior Notes due 2012, or the senior exchange notes, for our currently outstanding 9% Senior Notes due 2012, or the outstanding senior notes. We are also offering to exchange new 10³/4% Senior Subordinated Notes due 2014, or the senior subordinated exchange notes, for our currently outstanding 10³/4% Senior Subordinated Notes due 2014, or the outstanding senior subordinated notes. We refer to the outstanding senior notes together with the outstanding senior subordinated notes as the outstanding notes. We refer to the senior exchange notes together with the senior subordinated exchange notes as the exchange notes. Each of the exchange notes are substantially identical to the applicable outstanding notes, except that the exchange notes have been registered under the federal securities laws, are not subject to transfer restrictions and are not entitled to certain registration rights relating to such outstanding notes. Each of the exchange notes will represent the same debt as the applicable outstanding notes and we will issue the exchange notes under the same indenture as the applicable outstanding note. We are also hereby offering the subsidiary guarantees of the exchange notes described herein.

        The principal features of the exchange offer are as follows:

•

The exchange offer expires at 5:00 p.m., New York City time, on,                        , 2005, unless extended. We do not currently intend to extend the expiration date of the exchange offer.



•

The exchange offer is not subject to any condition other than that the exchange offer not violate applicable law or any applicable interpretation of the Staff of the Securities and Exchange Commission.



•

We will exchange all outstanding notes that are validly tendered and not validly withdrawn prior to the expiration of the exchange offer.



•

You may withdraw tendered outstanding notes at any time prior to the expiration of the exchange offer.



•

We do not intend to apply for listing of the exchange notes on any securities exchange or automated quotation system.



•

We will not receive any proceeds from the exchange offer. We will pay all expenses incurred by us in connection with the exchange offer and the issuance of the exchange notes.

You should consider carefully the risk factors beginning on page 14
of this prospectus before participating in the exchange offer.

Neither the U.S. Securities and Exchange Commission nor any other federal or state agency has approved or disapproved of these securities to be distributed in the exchange offer, nor have any of these organizations determined that this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

The date of this Prospectus is            , 2004.

        This prospectus incorporates important business and financial information about the company that is not included or delivered with this prospectus. This information is available without charge to security holders upon written or oral request.

        Any requests for business and financial information incorporated but not included in this prospectus should be sent to US Oncology, Inc., 16825 Northchase Drive, Suite 1300, Houston, Texas 77060, Attn: Associate General Counsel. To obtain timely delivery, holders of outstanding notes must request the information no later than five business days before                        , 2005, the date they must make their investment decision.

TABLE OF CONTENTS

	Page
Prospectus Summary	1
Risk Factors	14
Industry and Market Data	29
Forward Looking Statements	29
The Exchange Offer	30
The Transactions	37
Use of Proceeds	38
Capitalization	39
Selected Historical Consolidated Financial Information	40
Unaudited Pro Forma Condensed Consolidated Financial Information	42
Management's Discussion and Analysis of Financial Condition and Results of Operations	46
Business	77
Government Regulation	88
Management	92
Security Ownership of Certain Beneficial Owners and Management	104
Certain Relationships and Related Transactions	106
Description of Certain Other Indebtedness	108
Description of Senior Exchange Notes	111
Description of Senior Subordinated Exchange Notes	159
Material U.S. Federal Income Tax Considerations	208
Plan of Distribution	212
Legal Matters	213
Experts	213
Where You Can Find Additional Information	213
Index to Consolidated Financial Statements	F-1

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PROSPECTUS SUMMARY

This summary does not contain all of the information that is important to you. Please review this prospectus in its entirety, including the risk factors and our financial statements and the related notes included elsewhere herein, before you decide to invest.

Unless the context otherwise requires, the terms "US Oncology," "our company," "us," "we" and "our" refer to US Oncology, Inc. together with its subsidiaries, after giving effect to the completion of the Transactions as described in this prospectus, and the terms "Holdings" and "our parent" refer to our parent company, US Oncology Holdings, Inc. US Oncology, Inc. became a wholly owned subsidiary of Holdings on August 20, 2004 as a result of a merger of US Oncology, Inc. and Oiler Acquisition Corp., a subsidiary of Holdings. Unless otherwise noted, references to "pro forma" and other financial terms have the meanings set forth under "—Summary of Historical and Pro Forma Condensed Consolidated Financial Information."

Our Company

        We are a leading national cancer care services company. We support the cancer care community by managing the practices of physicians who provide medical oncology services and by providing cancer center services and cancer research services. Our network of over 940 affiliated physicians provides care to patients in over 500 locations, including 82 outpatient cancer centers with 47 licensed pharmacies, across 32 states. In providing our services, we operate 107 linear accelerators, 56 Computerized Tomography (CT) units and 26 Positron Emission Tomography (PET) systems, including 10 mobile PET systems. We estimate that in 2003 our affiliated physicians provided care to over 500,000 patients, including approximately 190,000 new patients.

        We believe that our network of affiliated practices treats more cancer patients than any other for-profit cancer care network in the United States and our affiliated practices hold significant leadership positions within several regional markets in the nation. We have built a leading franchise within the cancer care market by providing our affiliated physicians with community based access to advanced cancer therapeutics, state-of-the-art facilities and technologies, and the largest integrated cancer research platform in the country. We are not a direct provider of medical services, but rather our affiliated practices offer comprehensive medical services to cancer patients, integrating the specialties of medical and gynecologic oncology, hematology, radiation oncology, diagnostic radiology and blood and marrow stem cell transplantation.

        Our network's community based focus assists our affiliated physicians in locally providing the latest advances in therapies, research, and technology to patients, often within a single outpatient setting. As a result, patients are often able to access high quality treatment with the least amount of disruption to their daily lives. In addition, our nationwide presence enables us to rapidly implement best practices and share new discoveries with our affiliated practices. Furthermore, our network's size affords competitive advantages in areas such as purchasing, recruiting, information systems, access to clinical research, and leading edge technology.

The Transactions

        On March 20, 2004, we entered into a merger agreement with Oiler Acquisition Corp. and Holdings pursuant to which Oiler Acquisition Corp. was merged with and into our company, with our company continuing as the surviving corporation and a wholly owned subsidiary of Holdings. Oiler Acquisition Corp. and Holdings are Delaware corporations formed at the direction of Welsh, Carson, Anderson & Stowe IX, L.P., or Welsh Carson. Pursuant to the merger agreement, US Oncology's existing stockholders, option holders and holders of outstanding rights to receive shares pursuant to delayed share delivery agreements were paid a total purchase price of approximately $1,185.0 million.

        The merger was financed by a $303.4 million cash equity investment in Holdings by an investor group led by Welsh Carson (consisting of Welsh Carson, its co-investors and other related investors and certain existing US Oncology directors and officers), $400.0 million in borrowings under a new senior secured credit facility, $245.0 million of existing US Oncology cash on hand and the issuance of the outstanding notes. The merger was consummated on August 20, 2004. The merger and the related transactions, including the issuance of the outstanding notes, the entering into of our senior secured credit facility, the repayment of certain of our existing indebtedness, including our tender for our 9⁵/8% senior subordinated notes, and the payment of related fees and expenses, are collectively referred to in this prospectus as the "Transactions" and are more fully described in "The Transactions."

2

The Offering of the Outstanding Notes

        On August 20, 2004, Oiler Acquisition Corp., which was merged with and into US Oncology, Inc., with US Oncology, Inc. continuing as the surviving corporation, completed an offering of $300.0 million in aggregate principal amount of 9% senior notes due 2012 and $275.0 million in aggregate principal amount of 10³/4% senior subordinated notes due 2014, both of which were exempt from registration under the Securities Act.

Outstanding Notes	Oiler Acquisition Corp., which was merged with and into US Oncology, Inc., with US Oncology, Inc. continuing as the surviving corporation, sold the outstanding notes to Citigroup Global Markets Inc., J.P. Morgan Securities Inc., Wachovia Capital Markets, LLC and Deutsche Banc Securities Inc., who we collectively refer to as the initial purchasers, on August 20, 2004. The initial purchasers subsequently resold the outstanding notes to qualified institutional buyers pursuant to Rule 144A under the Securities Act and to non-U.S. persons outside the United States in reliance on Regulation S under the Securities Act.
Registration Rights Agreement	In connection with the sale of the outstanding notes, Oiler Acquisition Corp. entered into a registration rights agreement with the initial purchasers. Immediately after the consummation of the merger, US Oncology,  Inc. entered into an acknowledgement, pursuant to which it became party to the registration rights agreement. Additionally, at that time various subsidiaries of US Oncology, Inc. who we collectively refer to as the subsidiary guarantors, entered into an accession pursuant to which they became guarantors under the outstanding notes. Under the terms of the agreements, we agreed to:
	•	file a registration statement with respect to an offer to exchange the outstanding notes for the exchange notes within 120 days of the date of which the outstanding notes were purchased by the initial purchasers.
	•	use our reasonable best efforts to cause the registration statement to be declared effective prior to 210 days after the initial purchase date.
	•	consummate the exchange offer within 240 days after the initial purchase date and
	•	file a shelf registration statement to cover resales of the outstanding notes if we cannot effect an exchange offer and under certain other circumstances.

        If we fail to meet any of these requirements, it will constitute a default under the registration rights agreement and we must pay additional interest on the notes of up to 0.25% per annum for the first 90-day period after any such default. This interest rate will increase by an additional 0.25% per annum with respect to each subsequent 90-day period until all defaults have been cured, up to a maximum additional interest rate of 1.0% per annum. The exchange offer is being made pursuant to the registration rights agreement and is intended to satisfy the registration rights granted under the registration rights agreement, which registration rights terminate upon completion of the exchange offer.

3

Summary of the Terms of the Exchange Offer

        The following is a brief summary of the material terms of the exchange offer. Certain of the terms and conditions described below are subject to important limitations and exceptions. For a more complete description of the exchange offer, see "The Exchange Offer."

Securities Offered	$300,000,000 in aggregate principal amount of 9% senior notes due 2012 and $275,000,000 in aggregate principal amount of 103/4% senior subordinated notes due 2014.
	Exchange Offer Each of the exchange notes are being offered in exchange for a like principal amount of applicable outstanding notes. We will accept any and all outstanding notes validly tendered and not withdrawn prior to 5:00 p.m., New York City time, on                        , 2005. Holders may tender some or all of their outstanding notes pursuant to the exchange offer. However, each of the outstanding notes may be tendered only in integral multiples of $1,000 in principal amount. The form and terms of each of the exchange notes are the same as the form and terms of each of the outstanding notes except that:
	•	The exchange notes have been registered under the federal securities laws and will not bear any legend restricting their transfer;
	•	Each of the exchange notes bear different CUSIP numbers than the applicable outstanding notes; and
	•	The holders of the exchange notes will not be entitled to certain rights under the registration rights agreement, including the provisions for an increase in the interest rate on the applicable outstanding notes in some circumstances relating to the timing of the exchange offer.
Resale	Based on an interpretation by the Staff of the SEC set forth in no-action letters issued to third parties, we believe that the exchange notes may be offered for resale, resold and otherwise transferred by you without compliance with the registration and prospectus delivery provisions of the Securities Act provided that:
	•	you are acquiring the exchange notes in the ordinary course of your business;
	•	you have not participated in, do not intend to participate in, and have no arrangement or understanding with any person to participate in the distribution of exchange notes; and
	•	you are not an "affiliate" of US Oncology, within the meaning of Rule 405 of the Securities Act.

4

	Each participating broker-dealer that receives exchange notes for its own account during the exchange offer in exchange for outstanding notes that were acquired as a result of market-making or other trading activity must acknowledge that it will deliver a prospectus in connection with any resale of the exchange notes. Prospectus delivery requirements are discussed in greater detail in the section captioned "Plan of Distribution." Any holder of outstanding notes who:
	•	is an affiliate of US Oncology,
	•	does not acquire exchange notes in the ordinary course of its business, or
	•	tenders in the exchange offer with the intention to participate, or for the purpose of participating, in a distribution of exchange notes,
	cannot rely on the aforementioned position of the Staff of the SEC enunciated in Exxon Capital Holdings Corporation, Morgan Stanley & Co. Incorporated or similar no-action letters and, in the absence of an exemption, must comply with the registration and prospectus delivery requirements of the Securities Act in connection with the resale of the exchange notes.
Expiration Date	The exchange offer will expire at 5:00 p.m., New York City time on            , 2005 unless we decide to extend the exchange offer. We may extend the exchange offer for either the outstanding senior notes or the outstanding senior subordinated notes or both. Any outstanding notes not accepted for exchange for any reason will be returned without expense to the tendering holders promptly after expiration or termination of the exchange offer.
Conditions to the Exchange Offer	The exchange offer is subject to certain customary conditions, some of which may be waived by us.
Procedures for Tendering Outstanding Notes	If you wish to accept the exchange offer, you must complete, sign and date the letter of transmittal, or a facsimile of the letter of transmittal, in accordance with the instructions contained in this prospectus and in the letter of transmittal. You should then mail or otherwise deliver the letter of transmittal, or facsimile, together with the outstanding notes to be exchanged and any other required documentation, to the exchange agent at the address set forth in this prospectus and in the letter of transmittal. If you hold outstanding notes through the Depository Trust Company, or DTC, and wish to participate in the exchange offer, you must comply with the Automated Tender Offer Program procedures of DTC, by which you will agree to be bound by the applicable letter of transmittal.

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	By executing or agreeing to be bound by the letter of transmittal, you will represent to us that, among other things:
	•	any exchange notes to be received by you will be acquired in the ordinary course of business;
	•	you have no arrangement or understanding with any person to participate in the distribution (within the meaning of the Securities Act) of exchange notes in violation of the provisions of the Securities Act;
	•	you are not an "affiliate" (within the meaning of Rule 405 under the Securities Act) of US Oncology, or if you are an affiliate, you will comply with any applicable registration and prospectus delivery requirements of the Securities Act; and
	•	if you are a broker-dealer that will receive exchange notes for your own account in exchange for applicable outstanding notes that were acquired as a result of market-making or other trading activities, then you will deliver a prospectus in connection with any resale of such exchange notes.
	See "The Exchange Offer—Procedure for Tendering" and "Plan of Distribution."
Effect of Not Tendering in the Exchange Offer	Any outstanding notes that are not tendered or that are tendered but not accepted will remain subject to the restrictions on transfer. Since the outstanding notes have not been registered under the federal securities laws, they bear a legend restricting their transfer absent registration or the availability of a specific exemption from registration. Upon the completion of the exchange offer, we will have no further obligations to register, and we do not currently anticipate that we will register, the outstanding notes not exchanged in this exchange offer under the Securities Act.
Special Procedures for Beneficial Owners	If you are a beneficial owner of outstanding notes that are not registered in your name, and you wish to tender outstanding notes in the exchange offer, you should contact the registered holder promptly and instruct the registered holder to tender on your behalf. If you wish to tender on your own behalf, you must, prior to completing and executing the applicable letter of transmittal and delivering your outstanding notes, either make appropriate arrangements to register ownership of the outstanding notes in your name or obtain a properly completed bond power from the registered holder.

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Guaranteed Delivery Procedures	If you wish to tender your outstanding notes and your outstanding notes are not immediately available or you cannot deliver your outstanding notes, the applicable letter of transmittal or any other documents required by the applicable letter of transmittal or comply with the applicable procedures under DTC's Automated Tender Offer Program prior to the expiration date, you must tender your outstanding notes according to the guaranteed delivery procedures set forth in this prospectus under "The Exchange Offer—Guaranteed Delivery Procedure."
Interest on the Exchange Notes and the Outstanding Notes	The exchange notes will bear interest at their respective interest rates from the most recent interest payment date to which interest has been paid on the outstanding notes or, if no interest has been paid, from August 20, 2004. Interest on the outstanding notes accepted for exchange will cease to accrue upon the issuance of the exchange notes.
Withdrawal Rights	Tenders of outstanding notes may be withdrawn at any time prior to 5:00 p.m., New York City time, on the expiration date.
Material United States Federal Income Tax Considerations	The exchange of outstanding notes for exchange notes in the exchange offer is not a taxable event for U.S. federal income tax purposes. Please read the section of this prospectus captioned "Material United States Federal Income Tax Considerations" for more information on tax consequences of the exchange offer.
Use of Proceeds	We will not receive any cash proceeds from the issuance of exchange notes pursuant to the exchange offer.
Exchange Agent	LaSalle Bank National Association, the trustee under each of the indentures governing the outstanding notes, is serving as exchange agent in connection with the exchange offer. The address and telephone number of the exchange agent are set forth under the heading "The Exchange Offer—Exchange Agent."

7

Summary Description of the Exchange Notes

        The following is a brief summary of the material terms of the exchange notes. We refer to the exchange notes and the outstanding notes together as the "notes." For a more complete description of the terms of the exchange notes, see "Description of the Senior Exchange Notes" and "Description of the Senior Subordinated Exchange Notes."

Issuer	US Oncology, Inc.
Notes Offered	$300,000,000 aggregate principal amount of 9% Senior Notes due 2012 and $275,000,000 aggregate principal amount of 103/4% Senior Subordinated Notes due 2014.
Interest Payment Dates	February 15 and August 15, beginning on February 15, 2005.
Maturity Date	Senior Exchange Notes: August 15, 2012 Senior Subordinated Exchange Notes: August 15, 2014
Optional Redemption	We may redeem some or all of the senior exchange notes prior to August 15, 2008 at a purchase price equal to 100% of the principal amount plus accrued and unpaid interest and a "make-whole" premium. Thereafter, we may redeem some or all of the senior exchange notes at the redemption prices set forth herein. We may redeem some or all of the senior subordinated exchange notes prior to August 15, 2009 at a price equal to 100% of the principal amount plus accrued and unpaid interest and a "make-whole" premium. Thereafter, we may redeem some or all of the senior subordinated exchange notes at the redemption prices set forth herein.
	In addition, prior to August 15, 2007, we may redeem up to 35% of the senior exchange notes and up to 35% of the senior subordinated exchange notes, in each case, from the proceeds of certain equity offerings.
Change of Control	Upon the occurrence of a change of control, we may be required to repurchase all of the exchange notes at a purchase price equal to 101% of their principal amount, plus accrued and unpaid interest, if any, to the date of repurchase. We may not have sufficient funds, or the terms of our other debt may prevent us from purchasing any of the notes upon a change of control. See "Description of Senior Exchange Notes—Repurchase at the Option of Holders Upon a Change of Control" and "Description of Senior Subordinated Exchange Notes—Repurchase at the Option of Holders Upon a Change of Control."
Ranking	The senior exchange notes will be our unsecured senior obligations and will:
	•	rank equally in right of payment to all of our existing and future senior indebtedness, including our senior secured credit facility;

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•	rank senior in right of payment to all of our existing and future senior subordinated indebtedness and subordinated indebtedness, including the senior subordinated exchange notes and any of the 95/8% senior subordinated notes of US Oncology; and
•	be effectively subordinated in right of payment to our secured debt, including our senior secured credit facility, to the extent of the value of the assets securing such debt, and all liabilities and preferred stock of those current and future subsidiaries that do not guarantee the senior exchange notes.
Similarly, guarantees of the senior exchange notes will be unsecured senior obligations of the subsidiary guarantors and will:
•	rank equally in right of payment to all of the applicable subsidiary guarantor's existing and future senior indebtedness, including its guarantee of our senior secured credit facility;
•	rank senior in right of payment to all of the applicable subsidiary guarantor's existing and future senior subordinated indebtedness and subordinated indebtedness, including its guarantee of the senior subordinated exchange notes and any of the 95/8% senior subordinated notes of US Oncology; and
•	be effectively subordinated in right of payment to the applicable subsidiary guarantor's secured debt, including its guarantee of our senior secured credit facility, to the extent of the value of the assets securing such debt, and all liabilities and preferred stock of the applicable subsidiary guarantor's subsidiaries that do not guarantee the senior exchange notes.
The senior subordinated exchange notes will be our unsecured senior subordinated obligations and will:
•	rank junior in right of payment to all of our existing and future senior indebtedness, including the senior exchange notes and our senior secured credit facility;
•	rank equally in right of payment with all of our existing and future senior subordinated indebtedness, including any of the 95/8% senior subordinated notes of US Oncology;
•	rank senior in right of payment to any future subordinated indebtedness; and
Similarly, the guarantees of the senior subordinated exchange notes will be unsecured senior subordinated obligations of the subsidiary guarantors and will:

9

	•	rank junior in right of payment to all of the applicable subsidiary guarantor's existing and future senior indebtedness, including its guarantee of our senior secured credit facility and the senior exchange notes;
	•	rank equally in right of payment with all of the applicable subsidiary guarantor's existing and future senior subordinated indebtedness, including its guarantee of the 95/8% senior subordinated notes of US Oncology;
	•	rank senior in right of payment to any of the applicable subsidiary guarantor's future subordinated indebtedness; and
	•	be effectively subordinated in right of payment to the applicable subsidiary guarantor's secured debt, including its guarantee of our senior secured credit facility, to the extent of the value of the assets securing such debt, and all liabilities and preferred stock of the applicable subsidiary guarantor's subsidiaries that do not guarantee the senior subordinated exchange notes.
	As of September 30, 2004, we had senior indebtedness of approximately $699.2 million, $399.0 million of which is senior secured indebtedness relating to our senior secured credit facility and $300.0 million is indebtedness relating to the senior exchange notes and $0.2 million is indebtedness related to capital lease obligations. We are also able to borrow up to an additional $160.0 million under the revolving credit facility that is part of our senior secured credit facility. We also had $275.0 million of senior subordinated indebtedness, all of which would have been indebtedness relating to the senior subordinated exchange notes, $3.0 million of indebtedness relating to the 95/8% senior subordinated notes of US Oncology that were not tendered or purchased in the tender offer, and an additional $14.7 million of indebtedness relating to our Series D subordinated notes. We and the subsidiary guarantors may incur additional debt in the future, including under the senior secured credit facility.
Guarantees	The senior exchange notes will be guaranteed, jointly and severally, on an unsecured senior basis and the senior subordinated exchange notes will be guaranteed, jointly and severally, on an unsecured senior subordinated basis, by all of our subsidiaries that guarantee our senior secured credit facility, and, as required by the indentures governing the notes, specified future subsidiaries.
Certain Covenants	The indentures governing the notes contain certain covenants that limit, among other things, our ability and the ability of our restricted subsidiaries to:
	•	incur additional debt;
	•	pay dividends on, redeem or repurchase capital stock;

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	•	issue capital stock of restricted subsidiaries;
	•	make certain investments;
	•	enter into certain types of transactions with affiliates;
	•	engage in unrelated businesses;
	•	create liens (in the case of the senior notes); and
	•	sell certain assets or merge with or into other companies.
	These covenants are subject to a number of important exceptions and limitations, which are described under the heading "Description of Senior Exchange Notes—Certain Covenants" and "Description of Senior Subordinated Exchange Notes—Certain Covenants."
Absence of an Established Market for the Exchange Notes	The exchange notes generally will be freely transferable but will also be new securities for which there will not initially be a market. Accordingly, we cannot assure you that a market for the exchange notes will develop or make any representation as to the liquidity of any market. We do not intend to apply for the listing of the exchange notes on any securities exchange or automated dealer quotation system. The initial purchasers advised us that they intend to make a market in the exchange notes. However, they are not obligated to do so, and any market making with respect to the exchange notes may be discontinued at any time without notice. See "Plan of Distribution."
Risk Factors	See "Risk Factors" for discussion of factors you should carefully consider before deciding to invest in the exchange notes.

11

Summary of Historical and Pro Forma Condensed Consolidated Financial Information

        The summary historical consolidated financial and other data presented below should be read in conjunction with "Management's Discussion and Analysis of Financial Condition and Results of Operations" and the consolidated financial statements and the related notes thereto appearing elsewhere in this prospectus. The summary historical consolidated financial data and other data set forth below for, and as of the end of the fiscal years ended December 31, 2001, 2002 and 2003 have been derived from our audited consolidated financial statements. The summary historical consolidated financial data and other data set forth below for September 30, 2004, for the nine month period ended September 30, 2003, for the period from January 1, 2004 through August 20, 2004 and the period from August 21, 2004 through September 30, 2004, have been derived from our unaudited consolidated financial statements and have been prepared on the same basis as the audited consolidated financial statements included elsewhere herein. In the opinion of management, the interim data reflect all adjustments, consisting only of normal and recurring adjustments, necessary for a fair presentation of results for these periods. Operating results for the period from January 1, 2004 through August 20, 2004 and for the period from August 21, 2004 through September 30, 2004 are not necessarily indicative of the results that may be expected for the fiscal year ending December 31, 2004. Information for the fiscal year ended December 31, 2003, the period from January 1, 2004 through August 20, 2004 and the period from August 21, 2004 through September 30, 2004 represents the amounts set forth in the unaudited pro forma condensed consolidated statement of operations for the fiscal year ended December 31, 2003 and for the nine months ended September 30, 2004 as the sum of the period from January 1, 2004 (predecessor period) and the period from August 21, 2004 through September 30, 2004 (successor period).

        The summary unaudited pro forma condensed statement of operations data was derived from our unaudited pro forma condensed consolidated statement of operations appearing elsewhere in this prospectus, which give effect to the Transactions as if they occurred on January 1, 2003.

														Predecessor			Successor
														Period from January 1, 2004 through August 20, 2004			Period from August 21, 2004 through September 30, 2004			Pro Forma Twelve Months Ended December 31, 2003			Pro Forma Nine Months Ended September 30, 2004
		Year Ended December 31,									Nine Months Ended September 2003
		2001			2002			2003
Statement of Operations Data:
Product revenues		$	833,116		$	919,662		$	1,204,673		$	860,019		$	901,616		$	149,271		$	1,204,673		$	1,050,887
Service revenues			682,298			729,239			761,052			587,703			524,238			103,845			761,052			628,083
	Total revenues		1,515,414			1,648,901			1,965,725			1,447,722			1,425,854			253,116			1,965,725			1,678,970
Cost of product			771,404			850,185			1,113,780			818,258			839,774			144,764			1,113,780			984,538
Costs of services:
	Field compensation benefits		316,838			338,418			354,771			264,658			244,168			42,928			354,771			287,096
	Other field costs		193,782			210,222			218,561			158,207			144,200			25,450			218,561			169,650
	Depreciation and amortization		45,312			46,701			51,926			38,717			37,375			6,436			51,926			43,811
Total cost of services			555,932			595,341			625,258			461,582			425,743			74,814			625,258			500,557
Total costs of product and services			1,327,336			1,445,526			1,739,038			1,279,840			1,265,517			219,578			1,739,038			1,485,095
General and administrative expense			58,859			63,229			68,442			51,163			40,676			7,482			68,442			48,158
Impairment, restructuring and other charges, net			5,868			150,060			1,652			1,752			—			—			1,652			—
Merger related charges			—			—			—			—			9,625			6,425			—			16,050
Depreciation and amortization			26,617			25,158			22,152			16,249			13,198			2,483			30,806			22,508
			1,418,680			1,683,973			1,831,284			1,349,004			1,329,016			235,968			1,839,938			1,571,811
Income (loss) from operations			96,734			(35,072	)		134,441			98,718			96,838			17,148			125,787			107,159
Other income (expense):
Interest expense, net and other(1)			(22,030	)		(21,291	)		(19,508	)		(14,751	)		(10,309	)		(9,069	)		(76,143	)		(57,572	)
Loss on early extinguishment of debt			—			(13,633	)		—			—			(38,272	)		—			—			(38,272	)
Income (loss) before income taxes			74,704			(69,996	)		114,933			83,967			48,257			8,079			49,644			11,315
Income tax (provision) benefit			(28,388	)		24,067			(44,277	)		(32,200	)		(21,939	)		(3,346	)		(20,152	)		(9,939	)
Net income (loss) and comprehensive income (loss)		$	46,316		$	(45,929	)	$	70,656		$	51,767		$	26,318		$	4,733		$	29,492		$	1,376

12

									Predecessor		Successor
									Period from January 1, 2004 through August 20, 2004		Period from August 21, 2004 through September 30, 2004
	Year Ended December 31,						Nine Months Ended September 2003
	2001		2002		2003
Other Financial Data:
EBITDA(2)	$	168,663	$	23,154	$	208,519	$	153,684	$	109,139	$	26,067
Capital expenditures		63,660		59,146		89,198		63,059		50,339		7,205
Depreciation and amortization		71,929		71,859		74,078		54,966		50,573		8,919

														Period from January 1, 2004 through August 20, 2004			Period from August 21, 2004 through September 30, 2004
		Year Ended December 31,									Nine Months Ended September 30, 2003
		2001			2002			2003
Statement of Cash Flows Data:
Net cash provided (used in) by
	Operating activities	$	199,587		$	150,099		$	231,274		$	185,770		$	131,649		$	59,326
	Investing activities		(57,613	)		(55,996	)		(87,617	)		(61,478	)		(50,339	)		(7,205	)
	Financing activities		(141,974	)		(19,074	)		(94,172	)		(73,899	)		4,143			(195,162	)

	September 30, 2004
	(dollars in thousands)
Balance Sheet Data:
Working capital(3)	$	121,860
Total assets		2,012,217
Long term debt, excluding current maturities		981,279
Total liabilities		1,478,213
Stockholders' equity		523,437

(1)

Represents interest expense net of interest income and $0.6 million of other income attributable to a gain on sale of fixed assets in the nine months ended September 30, 2004.

(2)

EBITDA is earnings before interest, taxes, depreciation and amortization. We believe EBITDA is useful to investors in evaluating the value of companies in general, and in evaluating the liquidity of companies with debt service obligations and their ability to service their indebtedness. We use EBITDA to evaluate our liquidity and financial condition, both with respect to the business as a whole and individual sites. EBITDA is not calculated in accordance with GAAP. EBITDA is derived from relevant items in our GAAP financials. A reconciliation of EBITDA to our income statement is included in this prospectus. We believe that EBITDA is useful to investors, since it provides investors with additional information that is not directly available in a GAAP presentation. In all events EBITDA is not intended to be a substitute for GAAP measures, and investors are advised to review such non-GAAP measure in conjunction with GAAP information provided by us. See "SEC Matters" and "Management's Discussion and Analysis of Financial Condition and Results of Operations—Discussion of Non-GAAP Information.".

        The following sets forth a reconciliation of EBITDA to net income and operating cash flow.

													Predecessor			Successor
													Period from January 1, through 2004 August 20, 2004
																Period from August 21, 2004 through September 20, 2004
	Year Ended December 31,									Nine Months Ended September 30, 2003
	2001			2002			2003
Net income (loss)	$	46,316		$	(45,929	)	$	70,656		$	51,767		$	26,318		$	4,733
Interest expense, net and other(a)		22,030			21,291			19,508			14,751			10,309			9,069
Income tax provision (benefit)		28,388			(24,067	)		44,277			32,200			21,939			3,346
Depreciation and amortization		71,929			71,859			74,078			54,966			50,573			8,919
EBITDA		168,663			23,154			208,519			153,684			109,139			26,067
Loss on early extinguishment of debt		—			8,452			—			—			38,272			—
Impairment, restructuring		331			149,437			652			1,752			—			—
Changes in assets and liabilities		59,105			(10,015	)		53,430			47,915			9,070			39,107
Undistributed earnings (losses) in joint ventures		(300	)		1,424			159			(785	)		(20	)		90
Non-cash stock compensation expense		1,887			—			—			233			65			921
Deferred income taxes		20,319			(25,129	)		32,299			29,922			7,371			5,556
Interest expense, net and other(a)		(22,030	)		(21,291	)		(19,508	)		(14,751	)		(10,309	)		(9,069	)
Income tax (provision) benefit		(28,388	)		24,067			(44,277	)		(32,200	)		(21,939	)		(3,346	)
Net cash provided by operating activities	$	199,587		$	150,099		$	231,274		$	185,770		$	131,649		$	59,326

(a)

See footnote (1) above.

(3)

Computed as total current assets less total current liabilities.

13

RISK FACTORS

You should carefully consider the risks described below before making an investment decision. The risks described below are not the only ones facing our company. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial may also materially and adversely affect our business, financial condition or results of operations. In general, because our revenues depend upon the revenues of our affiliated practices, any risks that harm the economic performance of the practices will, in turn, harm us.

Risks Relating to the Notes, Including the Exchange Notes

Our substantial indebtedness could adversely affect our financial condition and prevent us from fulfilling our obligations under the notes.

        We have a significant amount of indebtedness. As of September 30, 2004, our total debt was $991.9 million, excluding unused revolving credit commitments under our senior secured credit facility, which represented approximately 65.5% of our total capitalization.

        Our substantial indebtedness could have important consequences for you by adversely affecting our financial condition and thus making it more difficult for us to satisfy our obligations with respect to the notes, including our repurchase obligations. Our substantial indebtedness could:

•

increase our vulnerability to adverse general economic and industry conditions;



•

require us to dedicate a substantial portion of our cash flow from operations to payments on our indebtedness, thereby reducing the availability of our cash flow to fund working capital, capital expenditures, research and development efforts and other general corporate purposes;



•

limit our flexibility in planning for, or reacting to, changes in our business and the industry in which we operate;



•

place us at a competitive disadvantage compared to our competitors that have less debt; and



•

limit our ability to borrow additional funds.

Despite our level of indebtedness, we will be able to incur substantially more debt. This could further exacerbate the risks to our financial condition described above.

        We will be able to incur significant additional indebtedness in the future. Although the indentures governing the notes and the credit agreement governing our senior secured credit facility contain restrictions on the incurrence of additional indebtedness, these restrictions are subject to a number of qualifications and exceptions and the indebtedness incurred in compliance with these restrictions could be substantial. The restrictions also do not prevent us from incurring obligations that do not constitute indebtedness. Our senior secured credit facility provides for $400.0 million of term loans, revolving credit commitments of $160.0 million and the option to incrementally add additional term loans or revolving commitments of up to $100.0 million. To the extent new debt is added to our currently anticipated debt levels, the substantial leverage risks described above would increase. See "Description of Certain Other Indebtedness—Our Senior Secured Credit Facility," "Description of Senior Exchange Notes," and "Description of Senior Subordinated Exchange Notes."

The terms of our senior secured credit facility and the indentures governing the notes may restrict our current and future operations, particularly our ability to respond to changes or to take certain actions.

        Our senior secured credit facility contains a number of restrictive covenants that impose significant operating and financial restrictions on us and may limit our ability to engage in acts that may be in our

14

long-term best interests. Our senior secured credit facility includes covenants restricting, among other things, our ability to:

•

incur, assume or guarantee additional debt;



•

pay dividends and make other restricted payments;



•

create liens;



•

use the proceeds from sales of assets and subsidiary stock;



•

enter into sale and leaseback transactions;



•

make capital expenditures;



•

change our business;



•

enter into agreements that restrict dividends from subsidiaries;



•

enter into certain transactions with affiliates; and



•

transfer all or substantially all of our assets or enter into merger or consolidation transactions.

        The indentures governing the notes also contain numerous operating and financial covenants including, among other things, restrictions on our ability to:

•

incur additional debt;



•

pay dividends and make other restricted payments;



•

make investments;



•

enter into transactions with affiliates; and



•

transfer all or substantially all of our assets or enter into merger or consolidation transactions.

        Our senior secured credit facility also includes financial covenants, including requirements that we maintain:

•

a minimum interest coverage ratio; and



•

a maximum leverage ratio.

These financial covenants will become more restrictive over time.

        A failure by us to comply with the covenants contained in our senior secured credit facility or the indentures could result in an event of default. In the event of any default under our senior secured credit facility, the lenders under our senior secured credit facility could elect to declare all borrowings outstanding, together with accrued and unpaid interest and fees, to be due and payable, enforce their security interest, require us to apply all of our available cash to repay these borrowings (even if the lenders have not declared a default) or prevent us from making debt service payments on the notes, any of which would result in an event of default under the notes. In addition, future indebtedness could contain financial and other covenants more restrictive than those applicable to our senior secured credit facility and the notes. See "Description of Certain Other Indebtedness—Our Senior Secured Credit Facility," "Description of Senior Exchange Notes," and "Description of Senior Subordinated Exchange Notes."

We may not be able to generate sufficient cash flow to meet our debt service obligations, including payments on the notes.

        Our ability to generate sufficient cash flow from operations to make scheduled payments on our debt obligations will depend on our future financial performance, which will be affected by a range of

15

economic, competitive, regulatory, legislative and business factors, many of which are outside of our control. In addition, the payment and reimbursement practices in our industry require significant amounts of working capital because of delays that often occur between the time that a claim is submitted for payment and the date payment is actually received. If we do not generate sufficient cash flow from operations to satisfy our debt obligations, including payments on the notes, we may have to undertake alternative financing plans, such as refinancing or restructuring our debt, selling assets, reducing or delaying capital investments or seeking to raise additional capital. We cannot assure you that any refinancing would be possible or that any assets could be sold on acceptable terms or otherwise. Our inability to generate sufficient cash flow to satisfy our debt obligations, or to refinance our obligations on commercially reasonable terms, would have an adverse effect on our business, financial condition and results of operations, as well as on our ability to satisfy our obligations under the notes.

Your right to receive payments on the notes is unsecured and is junior to a substantial portion of our and our guarantors' existing indebtedness and possibly all of our future borrowings.

        The notes and the guarantees are subordinated to the prior payment in full of our and our guarantors' current and future secured debt. The senior subordinated notes are also subordinated to the senior notes. As of September 30, 2004, we had indebtedness on our consolidated balance sheet of approximately $991.9 million, $399.0 million of which was secured indebtedness, $300.0 million of which was indebtedness relating to the senior notes, $275.0 million of which was indebtedness relating to the senior subordinated notes, $3.0 million of senior subordinated notes, $0.2 million of which was relating to capital leases and the remaining $14.7 million was related to other subordinated indebtedness. We also are able to borrow up to an additional $160.0 million under our senior secured credit facility. The indentures governing the notes permit us and our guarantors to incur additional senior debt. Because of the subordination provision of the senior subordinated notes, in the event of the bankruptcy, liquidation or dissolution of us or any guarantor, our assets and the assets of the guarantors would be available to pay obligations under the senior subordinated notes only after all payments had been made on our and the guarantors' senior debt, including debt under our senior secured credit facility. We cannot assure you that sufficient assets will remain after all these payments have been made to make any payments on the senior subordinated notes, including payments of interest when due. Because of these subordination provisions, you may recover less ratably than our other creditors in a bankruptcy, liquidation or dissolution. In addition, all payments on the senior subordinated notes and the guarantees will be blocked in the event of a payment default on senior debt and may be blocked for up to 179 consecutive days in the event of non-payment defaults on specified senior debt. See "Description of Senior Exchange Notes—Ranking" and "Description of Senior Subordinated Exchange Notes—Subordination."

The notes are not secured by our assets nor those of our guarantors, and the lenders under our senior secured credit facility will be entitled to remedies available to a secured lender, which gives them priority over you to collect amounts due to them.

        In addition to the subordination provisions in the senior subordinated notes described above, the notes and their respective guarantees will also not be secured by any of our assets. Our obligations under our senior secured credit facility are secured by, among other things, a first priority pledge of all our capital stock, substantially all our assets and substantially all the assets of certain of our existing and subsequently acquired or organized domestic subsidiaries. If we become insolvent or are liquidated, or if payment under our senior secured credit facility or in respect of any other secured indebtedness is accelerated, the lenders under our senior secured credit facility or holders of other secured indebtedness will be entitled to exercise the remedies available to a secured lender under applicable law (in addition to any remedies that may be available under documents pertaining to our senior secured credit facility or other senior debt). See "Description of Certain Other Indebtedness—Our

16

Senior Secured Credit Facility," "Description of Senior Exchange Notes," and "Description of Senior Subordinated Exchange Notes."

Not all of our subsidiaries guarantee the notes, and the assets of our non-guarantor subsidiaries may not be available to make payments on the notes.

        The guarantors of the notes do not include all of our subsidiaries. The historical consolidated financial information and the pro forma condensed consolidated financial information included in this prospectus, however, are presented on a combined basis, including both our guarantor and non-guarantor subsidiaries. At September 30, 2004, the total debt of our non-guarantor subsidiaries was less than $1.0 million, including trade payables. In the event that any non-guarantor subsidiary becomes insolvent, liquidates, reorganizes, dissolves or otherwise winds up, holders of its indebtedness and its trade creditors generally will be entitled to payment on their claims from the assets of that subsidiary before any of those assets are made available to us. Consequently, your claims in respect of the notes will be effectively subordinated to all of the liabilities of our non-guarantor subsidiaries, including trade payables, and the claims (if any) of any third party holders of preferred equity interests in our non-guarantor subsidiaries.

A substantial portion of our assets are held by, and a substantial portion of our income is derived from, our subsidiaries, and the senior debt of our subsidiary guarantors may restrict payment on the notes.

        We hold a substantial portion of assets through our subsidiaries and derive a substantial portion of our operating income from our subsidiaries. We are dependent on the earnings and cash flow of our subsidiaries to meet our obligations with respect to the notes. We cannot assure you that our subsidiaries will be able to, or be permitted to, pay to us amounts necessary to service the notes. In certain circumstances, the indentures governing the notes permits our subsidiary guarantors to enter into agreements that can limit our ability to receive distributions from our subsidiaries. In the event we do not receive distributions from our subsidiaries, we may be unable to make required principal and interest payments on our indebtedness, including the notes.

There may be no active trading market for the exchange notes.

        The senior exchange notes and the senior subordinated exchange notes will constitute a new issue of securities for which there is no established trading market. We do not intend to list the exchange notes on any national securities exchange or to seek the admission of the exchange notes for quotation through the National Association of Securities Dealers Automated Quotation System. Although the initial purchasers have advised us that they currently intend to make a market in the exchange notes, they are not obligated to do so and may discontinue such market making activity at any time without notice. In addition, market making activity will be subject to the limits imposed by the Securities Act and the Securities Exchange Act of 1934, as amended, or the Exchange Act, and may be limited during the exchange offer and the pendency of any shelf registration statement. Although the exchange notes are expected to be eligible for trading in The Portal^sm Market, there can be no assurance as to the development or liquidity of any market for the exchange notes, the ability of the holders of the exchange notes to sell their exchange notes or the price at which the holders would be able to sell their exchange notes.

The market price for the notes may be volatile.

        Historically, the market for non-investment grade debt has been subject to disruptions that have caused substantial volatility in the prices of securities similar to the notes. The market for the notes, if any, may be subject to similar disruptions. Any such disruptions may adversely affect the value of your notes.

17

We may not be able to fulfill our repurchase obligations in the event of a change of control.

        Upon the occurrence of any change of control, we will be required to make a change of control offer to repurchase the notes. Any change of control also would constitute a default under our senior secured credit facility. Therefore, upon the occurrence of a change of control, the lenders under our senior secured credit facility have the right to accelerate their loans, and we would be required to prepay all of our outstanding obligations under our senior secured credit facility. Also, as our senior secured credit facility generally prohibits us from purchasing any notes, if we do not repay all borrowings under our senior secured credit facility first or obtain the consent of the lenders under our senior secured credit facility, we will be prohibited from purchasing the notes upon a change of control.

        In addition, if a change of control occurs, there can be no assurance that we will have available funds sufficient to pay the change of control purchase price for any or all of the notes that might be delivered by holders of the notes seeking to accept the change of control offer and, accordingly, none of the holders of the notes may receive the change of control purchase price for their notes. Our failure to make the change of control offer or pay the change of control purchase price when due would result in a default under the indentures governing the notes. See "Description of Senior Exchange Notes—Events of Default," and "Description of Senior Subordinated Exchange Notes—Events of Default."

Fraudulent conveyance laws could void our obligations under the notes.

        The proceeds from the sale of the outstanding notes were applied, together with other available funds, to make payments to the existing US Oncology stockholders, option holders and holders of outstanding rights to receive shares under delayed share delivery agreements in connection with the merger. We will incur no additional proceeds from the issuance of the exchange notes, however, our incurrence of debt under the outstanding notes may be subject to review under federal and state fraudulent conveyance laws if a bankruptcy, reorganization or rehabilitation case or a lawsuit, including circumstances in which bankruptcy is not involved, were commenced by, or on behalf of, our unpaid creditors or unpaid creditors of our guarantors at some future date. Federal and state statutes allow courts, under specific circumstances, to void notes and guarantees and require noteholders to return payments received from debtors or their guarantors. As a result, an unpaid creditor or representative of creditors could file a lawsuit claiming that the issuance of the outstanding notes constituted a "fraudulent conveyance." To make such a determination, a court would have to find that we did not receive fair consideration or reasonably equivalent value for the outstanding notes and that, at the time the outstanding notes were issued, we:

•

were insolvent;



•

were rendered insolvent by the issuance of the notes;



•

were engaged in a business or transaction for which our remaining assets constituted unreasonably small capital; or



•

intended to incur, or believed that we would incur, debts beyond our ability to repay those debts as they matured.

        If a court were to make such a finding, it could void all or a portion of our obligations under the notes, subordinate the claim in respect of the notes to our other existing and future indebtedness or take other actions detrimental to you as a holder of the notes, including in certain circumstances, invalidating the notes or the guarantees.

        The measure of insolvency for these purposes will vary depending upon the law of the jurisdiction being applied. Generally, a company will be considered insolvent for these purposes if the sum of that company's debts is greater than the fair value of all of that company's property, or if the present fair

18

salable value of that company's assets is less than the amount that will be required to pay its probable liability on its existing debts as they mature. Moreover, regardless of solvency, a court could void an incurrence of indebtedness, including the notes, if it determined that the transaction was made with intent to hinder, delay or defraud creditors, or a court could subordinate the indebtedness, including the notes, to the claims of all existing and future creditors on similar grounds. We cannot determine in advance what standard a court would apply to determine whether we were "insolvent" in connection with the sale of the outstanding notes.

        The making of the guarantees might also be subject to similar review under relevant fraudulent conveyance laws. A court could impose legal and equitable remedies, including subordinating the obligations under the guarantees to our other existing and future indebtedness or taking other actions detrimental to you as a holder of the notes.

Our principal stockholder's interest may conflict with yours.

        An investor group led by Welsh Carson owns all of the outstanding equity securities of our parent. Welsh Carson controls substantially all of the voting power of such outstanding equity securities. Welsh Carson's interests in exercising control over our business may conflict with your interests as a holder of the notes.

Risks Relating to Our Industry

Most of our revenues come from pharmaceuticals, and an adverse impact on the way in which pharmaceuticals are reimbursed or purchased by us would have an adverse impact on our business.

        During 2003, approximately $1.6 billion out of a total of $2.5 billion of the amounts billed by our affiliated practices to all payors was attributable to pharmaceuticals. Under the PPM model, our revenues are dependent on the revenues of our affiliated practices. Because revenues attributable to pharmaceuticals and our ability to procure pharmaceuticals at competitive prices are such a significant part of the affiliated practices and, consequently, our business, factors that adversely affect those revenues or the cost structure underlying those revenues are likely to adversely affect our business. The risk factors below discuss several of those factors and others affecting our business.

We conduct business in a heavily regulated industry, and changes in regulations or violations of regulations may directly or indirectly, reduce our revenues and harm our business.

        The healthcare industry is highly regulated, and there can be no assurance that the regulatory environment in which we operate will not change significantly and adversely in the future. Several areas of regulatory compliance that may affect our ability to conduct business include:

•

federal and state anti-kickback laws;



•

federal and state self-referral and financial inducement laws, including the federal Ethics in Patient Referrals Act of 1989, which is also referred to as the Stark Law;



•

federal and state false claims laws;



•

state laws regarding prohibitions on the corporate practice of medicine;



•

state laws regarding prohibitions on fee-splitting;



•

federal and state laws regarding pharmacy regulation; and



•

federal and state laws and regulations applicable to the privacy and security of certain health information and the use of electronic transactions and codes sets, including the Health Insurance Portability and Accountability Act of 1996, or HIPAA and implementing regulations.

19

        These federal and state laws and regulations are extremely complex. In many instances, the industry does not have the benefit of significant regulatory or judicial interpretation of these laws and regulations. It also is possible that the courts could ultimately interpret these laws in a manner that is different from our interpretations. While we believe that we are currently in compliance in all material respects with applicable laws and regulations, a determination that we have violated these laws, or the public announcement or perception that we are being investigated for possible violations of these laws, would have an adverse effect on our business, financial condition and results of operations. In addition to our affiliated practices, hospitals and other health care providers with which we or our affiliated practices have entered into various arrangements are also heavily regulated. To the extent that our arrangements with these parties or their independent activities fail to comply with applicable laws and regulations, our business and financial condition could be adversely affected. For a more complete description of these regulations, see "Government Regulation."

Reductions in reimbursement for pharmaceuticals under Medicare will adversely affect our results of operations.

        In December 2003, the Federal government adopted the Medicare Modernization Act. This Act significantly reduces levels of Medicare reimbursement for oncology drugs administered in the physician office setting, which is an integral part of our business. Prior to passage of the bill, the Medicare payment rate for pharmaceuticals administered in the physician office setting was 95 percent of average wholesale price (AWP).

        Under the new law, Medicare reimbursement for most drugs used in the treatment of cancer in the physician office setting has been reduced in 2004 to 85 percent of AWP (determined as of April 1, 2003), with certain drugs reimbursed at levels as low as 80 percent of AWP. Starting in 2005, reimbursement will be based upon average sales price (ASP), and set at 106 percent of ASP, which we believe will generally reduce reimbursement for most oncology drugs, in some cases substantially. Under the new law, pharmaceutical manufacturers report the ASP to the government.

        Pursuant to the law, the amount paid by Medicare to oncologists for drug administration services was increased over the 2003 amount by an aggregate of $510 million in 2004. This increase over 2003 will decline to $326 million in 2005. During 2005, the decline in oncology reimbursement will be partially offset by a one-year payment increase for certain data relating to symptom management for cancer patients that is projected to add an aggregate of $262 million in Medicare payments to oncologists. We do not expect this additional amount to be available in 2006 and beyond.

        Application of the expected Medicare 2005 and 2006 reimbursement rates to our historical results of operations for 2004 would reduce, on a pro forma basis, our net revenue and net operating income for 2004, after consideration of the increased amounts to be paid for drug administration services, by approximately $30 million to $35 million for 2005 and by approximately $40 million to $50 million for 2006. To arrive at those results, we mathematically applied those 2005 and 2006 rates to our net revenue for 2004 and made no other adjustment to our historical results. This pro forma financial information is for illustrative purposes only, and we do not believe the information is indicative of future results. Other matters that could impact our future results include the risk factors described herein, as well as:

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changes in our business, including new cancer centers, PET system installations or otherwise expanding operations of affiliated physician groups;



•

the extent to which non-governmental payors change their reimbursement rates;



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changes in practice performance or behavior, including the extent to which physicians continue to administer drugs to Medicare patients, or changes in our contracts with physicians;

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changes in our cost structure or the cost structure of affiliated practices, including any change in the prices our affiliated practices pay for drugs; and



•

any other changes in reimbursement or practice activity that are unrelated to the prescription drug legislation.

        The recent reductions in Medicare reimbursement may also cause some oncologists to cease providing care in the physician office setting either by retiring from the practice of medicine or by moving to a hospital setting. Any such reductions in our affiliated practices would adversely affect our results of operations. In addition, any reduction in the overall size of the outpatient oncology market could adversely affect our prospects for growth and business development.

Continued efforts by commercial payors to reduce reimbursement levels or change the manner in which pharmaceuticals are reimbursed could adversely affect us.

        Commercial payors continue to seek to negotiate lower levels of reimbursement for cancer care services, with a particular focus on reimbursement for pharmaceuticals. There is a risk that commercial payors will seek reductions in pharmaceutical reimbursement similar to those included in the recent federal legislation discussed above. Any reductions in reimbursement levels could harm us and our affiliated physicians. In addition, several payors are trying to implement "brown bagging" or similar programs under which cancer patients or their oncologists would be required to obtain pharmaceuticals from a third party. That third party, rather than the oncologist, would then be reimbursed. The United States Department of Health and Human Services, or HHS, is required to implement, starting in 2006, a program under which oncologists may elect to receive drugs from a Medicare contractor, rather than purchase drugs and seek reimbursement. If such a program is successfully implemented for Medicare, private payors may follow. In the event that payors succeed with these initiatives, our practices' and our results of operations could be adversely affected.

Continued review of pharmaceutical companies and their pricing and marketing practices could result in lowered reimbursement for pharmaceuticals and adversely affect us.

        Continued review of pharmaceutical companies by government payors could result in lowered reimbursement for pharmaceuticals, which could harm us. Recent federal legislation discussed above may reduce governmental scrutiny of AWP, which has been a focus of several investigations by government agencies, since Medicare will no longer reimburse based on AWP after this year. However, many state Medicaid programs continue to reimburse for drugs on an AWP based model. Moreover, existing and prior lawsuits and investigations have resulted and could continue to result in significant settlements that include corporate integrity agreements affecting pharmaceutical manufacturer behavior. Corporate integrity agreements subject a healthcare provider, including pharmaceutical manufacturers, to burdensome and costly monitoring and reporting requirements to the Office of Inspector General of HHS ("OIG"). Additionally, many of the concerns of government agencies will continue to apply under any model. Furthermore, possibly in response to such scrutiny as well as significant adverse coverage in the press, some pharmaceutical manufacturers could alter pricing or marketing strategies that increase the cost of pharmaceuticals to oncologists, which in turn could adversely affect us. Finally, because our network of affiliated practices participates in a group purchasing organization that is a significant purchaser of pharmaceuticals paid for by government programs, we or our network of affiliated practices could become involved in these investigations or lawsuits, or we or our affiliated practices may become a target of such pharmaceutical related scrutiny. Any of these events could have a material adverse effect on us.

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The new reimbursement methodology under Medicare could make it more difficult for us to obtain favorable pricing from pharmaceutical companies.

        Historically, one of our key business strengths has been our ability to obtain pricing for pharmaceuticals that we believe is better than prices widely available in the marketplace. After 2005, Medicare will reimburse for oncology pharmaceuticals based on 106 percent of the average price at which pharmaceutical companies sell those drugs to oncologists and other users, so that any discount to any purchaser would have the effect of reducing reimbursement for drugs administered in physician offices. This may make pharmaceutical companies more reluctant to offer market differentiated pricing to us or may cause them to reduce the degree of such differentiation. In addition, the new reimbursement regime may have other, unanticipated effects on pricing of pharmaceuticals. Any decrease in our ability to obtain pricing for pharmaceuticals that is more favorable than the market as a whole could adversely affect our ability to attract and retain new customers and could adversely affect our business and results of operations.

We operate in a highly competitive industry.

        We have existing competitors, as well as a number of potential new competitors, some of whom have greater name recognition and significantly greater financial, technical, marketing and managerial resources than we do. This may permit our competitors to devote greater resources than we can to the development and promotion of their services. These competitors may also undertake more far-reaching marketing campaigns, adopt more aggressive pricing policies and make more attractive offers to existing and potential employees.

        We also expect our competitors to develop additional strategic relationships with providers, pharmaceutical companies and payors, which could result in increased competition. The introduction of new and enhanced services, acquisitions, industry consolidation and the development of additional strategic relationships by our competitors could cause price competition, a decline in sales or a loss of market acceptance of our services, or make our services less attractive. In addition, in developing cancer centers, we compete with a number of tax-exempt non-profit organizations that can finance acquisitions and capital expenditures on a tax-exempt basis or receive charitable contributions unavailable to us. Such organizations may be willing to provide services at rates lower than would be required to operate profitably.

        With respect to research activities, the competitive landscape is fragmented, with competitors ranging from small limited service providers to large full-service contract research organizations with global operations. Some of these large contract research organizations have access to more financial resources than we do.

        We expect that industry forces will have an impact on us and our competitors. In recent years, the healthcare industry has undergone significant changes driven by various efforts to reduce costs, including national healthcare reform, trends toward managed care, limits in Medicare coverage and reimbursement levels, consolidation of healthcare services companies and collective purchasing arrangements by office based healthcare practitioners. The changes in our industry have caused greater competition among industry participants. Our inability to predict accurately, or react competitively to, changes in the healthcare industry could adversely affect our operating results. We cannot assure you that we will be able to compete successfully against current or future competitors or that competitive pressures will not have a material adverse effect on our business, financial condition and results of operations.

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Risks Relating to Our Business

We derive a substantial portion of our revenue and profitability from the utilization of pharmaceuticals manufactured and sold by a limited number of vendors and any termination or modification of relations with those vendors could have a material adverse impact on our business.

        We derive a substantial portion of our revenue and profitability from the utilization of pharmaceuticals manufactured and sold by a limited number of manufacturers. During 2003, approximately 70% of our product revenue resulted from pharmaceuticals sold exclusively by five manufacturers. Our agreements with these manufacturers are typically for one to two years and are cancelable by either party without cause on 30 days' prior notice. Further, several of the agreements provide favorable pricing that is adjusted quarterly based on specified volume levels. In some cases, compliance with the contract is measured on an annualized basis and pricing concessions are given in the form of rebates payable at the end of the measurement period. Failure to attain performance levels could result in our not earning rebates, including some that may already have been reflected in our financial statements. Any termination or adverse adjustment to these relationships could have a material adverse effect on our business, financial condition and results of operations.

        Our ability to negotiate the purchase of pharmaceuticals on behalf of our network of affiliated physicians, or to expand the scope of pharmaceuticals purchased, from a particular supplier at prices below those generally offered to oncologists is largely dependent upon such supplier's assessment of the value of our network. Many pharmaceuticals used by our affiliated physicians are available from only one manufacturer. To the extent that our service line structure or other factors cause pharmaceutical suppliers to perceive our network as less valuable, our relationships and any pricing advantages with such suppliers could be harmed. Our inability to negotiate prices of pharmaceuticals with any of our significant suppliers at prices below those generally available to oncologists could have a material adverse effect on our business, results of operations and financial condition.

If our affiliated practices terminate their agreements with us, we could be seriously harmed.

        Our affiliated practices under certain circumstances are allowed, and may attempt, to terminate their agreements with us. If any of our larger practices were to succeed in such a termination, other than in connection with a transition to the service line structure, our business could be seriously harmed. From time to time, we have disputes with physicians and practices that could result in harmful changes to our relationship with them or a termination of a service agreement if adversely determined. We are also aware that some practices that are not part of our network but which are affiliated with other companies, have attempted to end or restructure their affiliations with such companies, although they may not have a contractual right to do so, by arguing that their affiliations violate some aspect of healthcare law. In addition to loss of revenue from a particular practice, a departure of a large number of physicians from our network could adversely affect our ability to obtain favorable pricing for goods and services and other economies of scale that are based upon the size of our network. We believe that it is likely that one or more of our remaining net revenue practices will likely seek to end their affiliation with us rather than convert to our earnings model. If some of our affiliated physicians or affiliated practices terminate their affiliation with us, this could result in a material adverse effect on our business.

If a significant number of physicians leave our affiliated practices, we could be seriously harmed.

        Our affiliated practices usually enter into employment or non-competition agreements with their physicians that provide some assurance to both the practice and to us with respect to continuing affiliation. We and our affiliated practices try to maintain and renew such contracts once they expire. We cannot predict whether a court will enforce the non-competition covenants in these agreements. If practices are unable to enforce these non-competition provisions or otherwise enforce these employment agreements, physicians may leave our network and compete with our affiliated practices.

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In addition to loss of revenue from departing physicians, a departure of a large number of physicians from our network could adversely affect our ability to obtain favorable pricing for goods and services and other economies of scale that are based upon the size of our network. If a significant number of physicians terminated relationships with our affiliated practices, our business could be seriously harmed.

We rely on the ability of our affiliated practices to grow and expand.

        We rely on the ability of our affiliated practices to grow and expand. Our affiliated practices may encounter difficulties attracting additional physicians and expanding their operations or may elect not to do so. The failure of practices to expand their patient base and increase revenues could harm us.

Our affiliated practices may be unsuccessful in obtaining favorable contracts with third party payors, which could result in lower operating margins.

        We advise on and facilitate negotiation of commercial payor contracts on behalf of our affiliated physicians under our PPM model. Commercial payors, such as managed care organizations and traditional indemnity insurers, often request fee structures and other arrangements that require healthcare providers to assume all or a portion of the financial risk of providing care. The lowering of reimbursement rates, increasing payor cost containment measures such as review of bills for services and negotiating for reduced commercial payor contract rates could have a material adverse effect on our network of affiliated physicians and on our results of operations and liquidity with respect to our PPM service agreements.

We may encounter difficulties in managing our network of affiliated practices.

        We do not control the practice of medicine by the physicians or their compliance with regulatory and other requirements directly applicable to practices. At the same time, an affiliated practice may have difficulty in effectively influencing the practices of its individual physicians. In addition, we have only limited control over the business decisions of the practices even under the PPM model. As a result, it is difficult to implement standardized practices across the network, and this could have an adverse effect on cost controls, regulatory compliance, business strategy, our profitability and the strength of our network.

Our service fee arrangements for our net revenue model practices subject us to disproportionate economic risk.

        Under a net revenue model service agreement, the practice retains a fixed portion of net revenue before any service fee (other than practice operating costs) is paid to us. Under net revenue agreements, therefore, we disproportionately bear the economic impact of increasing or declining margins. This risk has become particularly acute in light of the recent Medicare Modernization Act. Our costs of operations have increased, primarily due to an increase in expensive, single source drugs and compensation and benefits, which has resulted in a disproportionate decline in our operating margin, even as practice profitability continues to grow. We are seeking to convert practices to the earnings model or the service line structure, which eliminates this disproportionate economic risk. In the first nine months of 2004, 87.9% of our revenues were derived from practices that were not on the net revenue model as of September 30, 2004, an increase from 41.0% at the end of 2000. If we are not successful in converting remaining practices, then continuing to provide services to these practices under the net revenue model agreements could have an adverse effect on us. At this time, we believe that it is unlikely that all of the remaining net revenue model practices will convert to the earnings model. Specifically, in December 2004, we ended our affiliation with one net revenue model practice, comprising 33 physicians. In addition, we have been in discussions with another net revenue model practice, comprising 36 physicians, regarding its affiliation with us and will likely seek to terminate our affiliation with that practice if we cannot negotiate a transition to the earnings model or service line model. In order to effectuate such transition or disaffiliations, we will need to negotiate terms with the physician groups in question. There can be no assurance that we will be able to negotiate such transactions on terms acceptable to us, if at all.

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Loss of revenues or a decrease in income of our affiliated practices, including as a result of cost containment efforts by third party payors, could adversely affect our results of operations.

        Our revenue currently depends on revenue generated by affiliated practices. Loss of revenue by the practices could seriously harm us. It is possible that our affiliated practices will not be able to maintain successful medical practices. In addition, our fees under PPM service agreements depend upon the profitability of the practices. Any failure by the practices to contain costs effectively will adversely impact our results of operations. Because we do not control the manner in which our practices conduct their medical practice (including drug utilization), our ability to control costs related to the provision of medical care is limited. Furthermore, the affiliated practices face competition from several sources, including solo practitioners, single and multi specialty practices, hospitals and managed care organizations. We have limited ability to discontinue or alter our service arrangements with practices, even where continuing to manage such practices under existing arrangements is economically detrimental to us.

        Physician practices typically bill third party payors for the healthcare services provided to their patients. Third party payors such as private insurance plans and commercial managed care plans negotiate the prices charged for medical services and supplies in order to lower the cost of the healthcare services and products they pay for and to shift the financial risk of providing care to healthcare providers. Third party payors can also deny reimbursement for medical services and supplies by stating that they believe a treatment was not appropriate, and these reimbursement denials are difficult to appeal or reverse. Our affiliated practices also derive a significant portion of their revenues from governmental programs. Reimbursement by governmental programs generally is not subject to negotiation and is established by governmental regulation. There is a risk that other payors could reduce rates of reimbursement to match any reduction by governmental payors. Our management fees under the PPM model are dependent on the financial performance of the practices and would be adversely affected by a reduction in reimbursement. In addition, to the extent oncologists that are our customers under the service line model are impacted adversely by reduced reimbursement levels, our business could be harmed generally.

The development or operation of cancer centers could cause us to incur unexpected costs, and our existing or future centers may not be profitable.

        The development and operation of integrated cancer centers is subject to a number of risks, including not obtaining regulatory permits or approval, delays that often accompany construction of facilities and environmental liabilities related to the disposal of radioactive, chemical and medical waste. Our strategy includes the development of additional cancer centers. As of September 30, 2004, we had 8 cancer centers and 2 PET systems in various stages of development. Any failure or delay in successfully building new integrated cancer centers, as well as liabilities from ongoing operations, could seriously harm us. New cancer centers may incur significant operating losses during their initial operations, which could materially and adversely affect our operating results, cash flows and financial condition. In addition, in some cases our cancer centers may not be profitable enough for us to recover the cost of our investment in the cancer center. We may decide to close or sell cancer centers, either because of underperformance or other market developments.

Our success depends on our ability to attract and retain highly qualified technical staff and other key personnel, and we may not be able to hire enough qualified personnel to meet our hiring needs.

        Our ability to offer and maintain high quality service is dependent upon our ability to attract and maintain arrangements with qualified professional and technical staff and with executives on our management team. Clinical staff at affiliated practices are practice employees, but we assist in recruiting them. There is a high level of competition for such skilled personnel among other healthcare providers, research and academic institutions, government entities and other organizations, and there is

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a nationwide shortage in many specialties, including oncology nursing and technical radiation staff. In addition, recently there has been increased regulatory scrutiny of physician recruitment activities by hospitals, and there can be no assurance that this will not adversely affect our recruitment of qualified personnel. We cannot assure you that we or our affiliated practices will be able to hire sufficient numbers of qualified personnel or that employment arrangements with such staff can be maintained on terms advantageous to our affiliated practices or us. In addition, if one or more members of our management team become unable or unwilling to continue in their present positions, we could be harmed.

Our failure to remain technologically competitive could adversely affect our business.

        Rapid technological advancements have been made in the radiation oncology and diagnostic imaging industry. Although we believe that our equipment and software can generally be upgraded as necessary, the development of new technologies or refinements of existing technologies might make existing equipment technologically obsolete. If such obsolescence were to occur, then we may be compelled to incur significant costs to replace or modify the equipment, which could have a material adverse effect on our business, financial condition and results of operations. In addition, some of our cancer centers compete against local centers which may contain more advanced imaging or radiation therapy equipment or provide additional technologies. Our performance is dependent upon physician and patient confidence in the higher quality of our technology and equipment as compared to that of our competitors.

        Advances in other cancer treatment methods, such as chemotherapy, surgery and immunotherapy, or in cancer prevention techniques could reduce demand or eliminate the need for the radiation therapy services provided at the cancer centers we operate. The development and commercialization of new radiation therapy technologies could have a material adverse effect on our affiliated practices and on our business, financial condition and results of operations.

Our working capital could be impacted by delays in reimbursement for services.

        The healthcare industry is characterized by delays that can be as much as three to six months between when services are provided and when the reimbursement or payment for these services is received. Under our PPM service agreements, our working capital is dependent on such collections. Although we believe our collection experience is generally consistent with that of the industry, industry reimbursement practices make working capital management, including prompt and diligent billing and collection, an important factor in our results of operations and liquidity in those areas. We cannot assure you that trends in the industry will not further extend the collection period and negatively impact our working capital.

We face the risk of qui tam litigation relating to regulations governing billing for medical services.

        The federal government has become more aggressive in examining billing practices and seeking repayments and penalties allegedly resulting from improper billing and reimbursement practices. Federal and some state laws authorize private whistleblowers to bring false claim, or qui tam suits, on behalf of the government and reward the whistleblower with a portion of any final recovery. We are currently aware of four qui tam lawsuits in which we and/or our affiliated practices are named as defendants. However, the government has officially determined not to intervene in three of those cases, and has notified us unofficially that it will take the same position with respect to the fourth case. Because qui tam lawsuits are filed under seal, we could be named in other such suits of which we are not aware. For the past several years, the number of qui tam suits filed against healthcare companies and the aggregate amount of recoveries under such suits have increased significantly. This trend increases the risk that we may become subject to additional qui tam lawsuits.

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        Although we believe that our operations comply with law and intend to vigorously defend ourselves against allegations of wrongdoing, the costs of addressing such suits, as well as the amount of any recovery in the event of a finding of wrongdoing on our part, could be significant. The existence of qui tam litigation involving us may also strain our relationships with pharmaceutical suppliers or our affiliated physicians, particularly those physicians or practices named in such suits.

Our services could give rise to liability to clinical trial participants and the parties with whom we contract.

        In connection with clinical research programs, we provide several services that are involved in bringing new drugs to market, which is time consuming and expensive. Such clinical research involves the testing of new drugs on human volunteers. Clinical research involves the inherent risk of liability for personal injury or death to patients resulting from, among other things, unforeseen adverse side effects or improper administration of the new drugs by physicians. In certain cases, these patients are already seriously ill and are at risk of further illness or death. In addition, under the privacy regulations promulgated pursuant to HIPAA, there are specific privacy standards associated with clinical trial agreements. Violations of such standards could subject us to an enforcement action by HHS. If we do not perform our services to contractual or regulatory standards, the clinical trial process and the participants in such trials could be adversely affected. These events would create a risk of liability to us from either the pharmaceutical companies with which we contract or the study participants.

        We also contract with physicians to serve as investigators in conducting clinical trials. Third parties could claim that we should be held liable for losses arising from any professional malpractice of the investigators with whom we contract or in the event of personal injury to or death of persons for the medical care rendered by third party investigators. Although we would vigorously defend any such claims, it is possible that we could be held liable for such types of losses.

We could be subject to malpractice claims and other harmful lawsuits not covered by insurance.

        In the past, we have been named in suits related to medical services provided by our affiliated physicians. We cannot assure you that claims relating to services delivered by a network physician will not be brought against us in the future. In addition, because affiliated physicians prescribe and dispense pharmaceuticals and we operate pharmacies and participate in the drug procurement process, we and our affiliated physicians could be subject to product liability claims.

        Although we maintain malpractice insurance, there can be no assurance that it will be adequate in the event of a judgment against us. There can be no assurance that any claim asserted against us for professional liability will not be successful. The availability and cost of professional liability insurance varies widely from state to state and is affected by various factors, many of which are beyond our control. We may be unable to obtain insurance in the amounts we seek or at prices we are prepared to pay.

        To contain our affiliated physicians' and our insurance costs, we may create a subsidiary to insure our affiliated physicians and us against medical malpractice and other risks. Under this type of arrangement, we would retain more risk for medical malpractice and other costs, including settlements and claims expenses, than under our current coverage. If claims against our affiliated physicians that we insure exceed the aggregate insurance premiums that we retain, or if the third party reinsurance companies who insure us go bankrupt or otherwise fail to honor their obligations, we may be subject to substantial uninsured losses. Additionally, plaintiffs may seek to recover from us if our affiliated physicians experience uninsured or underinsured claims. Successful malpractice, regulatory or product liability claims asserted against us that are not fully covered by insurance could have a material adverse effect on our operating results.

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Under the service line structure, our agreements with affiliated practices have shorter terms than our existing agreements, and we have less input with respect to the business operations of the practices.

        Currently, most of our revenues are derived from providing management services to practices under long-term agreements that generally have 25-to 40-year initial terms and that are not terminable except under specified circumstances. Agreements under our PPM model allow us to be the exclusive provider of management services, including each of the services contemplated under the service line structure, to each of the affiliated practices. In addition, under those agreements, the affiliated practices are required to bind their physicians to specified employment terms or restrictive covenants. Under the service line structure, our agreements with affiliated practices have shorter terms, and are more easily terminable. A number of the other input mechanisms that we currently have with respect to affiliated PPM practices do not exist under our oncology pharmaceutical services service line model. This may increase the ability of affiliated practices to change their internal composition to our detriment and may result in arrangements that are easier for individual physicians and practices to exit, exposing us to increased competition from other firms, especially in the pharmacy services sector. Departure of a significant number of physicians or practices from participation in our service line structure could harm us. These risks will increase if we successfully grow our business under the service line structure.

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INDUSTRY AND MARKET DATA

        Industry and market data, including all market share data, used throughout this prospectus was obtained from our own research and estimates and certain third party sources, including the American Cancer Society, Center for Disease Control, Congressional Budget Office, National Cancer Institute and National Institutes of Health. While we believe internal company estimates and third party information are reliable and market definitions are appropriate, they have not been verified by any other independent sources and neither we nor the initial purchasers make any representations as to the accuracy or completeness of such estimates and information.

FORWARD LOOKING STATEMENTS

        This prospectus contains "forward looking statements." All statements other than statements of historical acts included in this prospectus that address activities, events or developments that we expect, believe or anticipate will or may occur in the future are forward looking statements. Forward looking statements give our current expectations and projections relating to the financial condition, results of operations, plans, objectives, future performance and business of US Oncology. You can identify these statements by the fact that they do not relate strictly to historical or current facts. These statements may include words such as "anticipate," "estimate," "expect," "project," "intend," "plan," "believe" and other words and terms of similar meaning in connection with any discussion of the timing or nature of future operating or financial performance or other events.

        These forward looking statements are based on our expectations and beliefs concerning future events affecting us. They are subject to uncertainties and factors relating to our operations and business environment, all of which are difficult to predict and many of which are beyond our control. Although we believe that the expectations reflected in our forward looking statements are reasonable, we do not know whether our expectations will prove correct. They can be affected by inaccurate assumptions we might make or by known or unknown risks and uncertainties. Many factors mentioned in our discussion in this prospectus, including the risks outlined under "Risk Factors," will be important in determining future results.

        Because of these factors, we caution that investors should not place undue reliance on any of our forward looking statements. Further, any forward looking statement speaks only as of the date on which it is made and except as required by law we undertake no obligation to update any forward looking statement to reflect events or circumstances after the date on which it is made or to reflect the occurrence of anticipated or unanticipated events or circumstances.

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THE EXCHANGE OFFER

General

        In connection with the sale of the outstanding notes, the purchasers thereof became entitled to the benefits of certain registration rights agreement executed as part of the offering of the outstanding notes, we agreed to (i) file within 120 days, and use reasonable best efforts to cause to become effective within 210 days of the date of the original issue of the outstanding notes, the registration statement of which this prospectus is a part with respect to the exchange of the outstanding notes for the exchange notes to be issued in the exchange offer and (ii) cause the exchange offer to be completed with 240 days of the original issue of the outstanding notes. Each of the exchange notes have terms identical in all material respects to the terms of the applicable outstanding notes. However, (i) in the event that any changes in law or applicable interpretation of the Staff of the SEC do not permit us to effect the exchange offer, or (ii) if for any other reason the exchange offer is not consummated within 210 days following the date of the original issue of the outstanding notes, or (iii) if an initial purchaser so requests because it holds outstanding notes that are not eligible to be exchanged for exchange notes in the exchange offer and are held by it following consummation of the exchange offer or outstanding notes acquired in the original offering having the status of an unsold allotment, or (iv) if any holder of the outstanding notes other than the initial purchasers in the original offering is not eligible to participate in the exchange offer, we have agreed to use our reasonable best efforts to cause a shelf registration statement to become effective with respect to the resale of the outstanding notes in accordance with the terms of the registration rights agreement.

        We also had agreed that in the event that either (i) the registration statement or a shelf registration statement is not filed with the SEC on or prior to the 120th calendar day following the date of the original issue of the outstanding notes or (ii) the registration statement or a shelf registration statement is not declared effective on or prior to the 210th calendar day following the date of the original issue of the outstanding notes or (iii) the exchange offer is not consummated or a shelf registration statement is not filed with the SEC on or prior to the 240th calendar day following the original issue of the outstanding notes, or (iv) a shelf registration statement is not filed on or prior to the 180^th calendar day following any other circumstances in which a shelf registration statement is required to be filed or (v) a shelf registration statement has been declared effective and ceases to be effective at any time prior to the second anniversary of the original issue of the outstanding notes, the interest rate borne by the outstanding notes shall be increased by 0.25% per annum after such 120 day period in the case of clause (i) above, after such 210-day period in the case of clause (ii) above, after such 240 day period in the case of clause (iii) above, after such 180-day period in the case of clause (iv) above and immediately in the case of clause (v) above, in each case for a period of 90 days, after which time the interest rate shall be increased by an additional 0.25% per annum. The aggregate amount of such increases from the original interest rate pursuant to those provisions will in no event exceed 1.0% per annum.

        In the event the exchange offer is consummated, we will not be required to file a shelf registration statement relating to any outstanding notes other than those held by persons not eligible to participate in the exchange offer, and the interest rate on such outstanding notes will remain at its initial level. The exchange offer shall be deemed to have been consummated upon the earlier to occur of (i) our having issued exchange notes for all outstanding notes (other than outstanding notes held by persons not eligible to participate in the exchange offer) pursuant to the exchange offer and (ii) our having exchanged, pursuant to the exchange offer, exchange notes for all outstanding notes that have been tendered and not withdrawn on the expiration date.

        Following the completion of the exchange offer, holders of outstanding notes, other than those not eligible to participate in the exchange offer, seeking liquidity in their investment would have to rely on exemptions to registration requirements under the securities laws, including the Securities Act.

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        Upon the terms and subject to the conditions set forth in this prospectus and in the accompanying letter of transmittal, we will accept all outstanding notes validly tendered prior to 5:00 p.m., New York City time, on the expiration date of the exchange offer. We will issue $1,000 principal amount of exchange notes in exchange for each $1,000 principal amount of applicable outstanding notes accepted in the exchange offer. Holders may tender some or all of their outstanding notes pursuant to the exchange offer in denominations of $1,000 and integral multiples thereof.

        Based on no-action letters issued by the Staff of the SEC to third parties, we believe that the exchange notes issued pursuant to the exchange offer may be offered for resale, resold and otherwise transferred by any holder thereof (other than (i) a broker-dealer who purchased such outstanding notes directly from as to resell or (ii) a person that is an "affiliate" of our within the meaning of Rule 405 under the Securities Act) without compliance with the registration and prospectus delivery requirements of the Securities Act, provided that the holder is acquiring the exchange notes in its ordinary course of business, is not one of our affiliates and is not participating, and has no arrangements or understanding with any person to participate, in the distribution of the exchange notes, as such terms are interpreted by the SEC. Holders of outstanding notes wishing to accept the exchange offer must represent to us that such conditions have been met. If our belief is inaccurate, holders who transfer exchange notes in violation of the prospectus delivery provisions of the Securities Act and without an exemption from registration may bear liability under the Securities Act. We do not assume or indemnify holders against such liability.

        Each broker-dealer that receives exchange notes in exchange for outstanding notes held for its own account, as a result of market-making or other trading activities, must acknowledge that it will deliver a prospectus in connection with any resale of such exchange notes. The letter of transmittal states that by so acknowledging and by delivering a prospectus, such broker-dealer will not be deemed to admit that it is an "underwriter" within the meaning of the Securities Act. This prospectus, as it may be amended or supplemented from time to time, may be used by such broker-dealer in connection with resales of exchange notes received in exchange for outstanding notes.

        As of the date of this prospectus, $300.0 million aggregate principal amount of the outstanding senior notes is outstanding and $275.0 million aggregate principal amount of the outstanding senior subordinated notes is outstanding. In connection with the issuance of the outstanding notes, we arranged for the outstanding notes initially purchased by qualified institutional buyers to be issued and transferable in book-entry form through the facilities of DTC, acting as depositary. The exchange notes will also be issuable and transferable in book-entry form through DTC.

        This prospectus, together with the accompanying letter of transmittal, is being sent to all registered holders of the outstanding notes as of the close of business on                        , 2005, which is the record date for purposes of the exchange offer. We fixed the record date accordingly solely for reasons of administration.

        We shall be deemed to have accepted validly tendered outstanding notes when, as and if we have given oral or written notice thereof to the exchange agent. See "—Exchange Agent." The exchange agent will act as agent for the tendering holders of outstanding notes for the purpose of receiving exchange notes from us and delivering exchange notes to such holders.

        If any tendered outstanding notes are not accepted for exchange because of an invalid tender or the occurrence of certain other events set forth herein, certificates for any such unaccepted outstanding notes will be returned, without expense, to the tendering holder thereof promptly after the expiration date.

        Holders of outstanding notes who tender in the exchange offer will not be required to pay brokerage commissions or fees or, subject to the instructions in the letter of transmittal, transfer taxes with respect to the exchange of outstanding notes pursuant to the exchange offer. We will pay all charges and expenses, other than certain applicable taxes in connection with the exchange offer. See "—Fees and Expenses."

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        The holders of outstanding notes do not have any appraisal or dissenters' rights under the General corporation Law of Delaware or the indenture governing the notes.

Expiration Date, Extensions, and Amendments

        The term "expiration date" shall mean                        , 2005 unless we, in our sole discretion, extend the exchange offer, in which case the term "expiration date" shall mean the latest date to which the exchange offer is extended. We may extend the expiration date for the exchange offer for the outstanding senior notes or the outstanding senior subordinated notes or both.

        In order to extend the expiration date, we will notify the exchange agent of any extension by oral or written notice and will mail to the record holders of applicable outstanding notes an announcement thereof, each prior to 9:00 a.m., New York City time, on the next business day after the previously scheduled expiration date. Such announcement may state that we are extending the exchange offer for a specified period of time and will disclose the approximate number of outstanding notes tendered at such time.

        We reserve the right (i) to delay acceptance of any outstanding notes, to extend the exchange offer or to terminate the exchange offer and to refuse to accept outstanding notes not previously accepted, if any of the conditions set forth herein under "Termination" shall have occurred and shall not have been waived by us (if permitted to be waived by us), by giving oral or written notice of such delay, extension or termination the exchange agent, and (ii) to amend the terms of the exchange offer in any manner deemed by us to be advantageous to the holders of the outstanding notes. Any such delay in acceptance, extension, termination or amendment will be followed as promptly as practicable by oral or written notice to the exchange agent. In connection with any public announcement of an extension, we will disclose the approximate number of outstanding notes tendered to that date. If the exchange offer is amended in a manner determined by us to constitute a material change, we will promptly disclose such amendment in a manner reasonably calculated to inform the record holders of the applicable outstanding notes of such amendment. If there is a material change in the terms of the exchange offer, we are generally required to extend the expiration date so that the exchange offer remains open for at least ten business days from the date notice of such change is given to the record holders of the outstanding notes.

        Without limiting the manner by which we may choose to make public announcements of any delay in acceptance, extension, termination or amendment of the exchange offer, we shall have no obligation to publish, advertise, or otherwise communicate any such public announcement, other than by making a timely release to the Dow Jones New Services.

Interest on the Exchange Notes

        Interest on the senior exchange notes will accrue from August 20, 2004, the date of issuance of the outstanding senior notes, at a rate of 9% per year. Interest on the senior notes will be payable semi-annually in arrears on each February 15 and August 15, commencing on February 15, 2005. Holders of outstanding senior notes whose outstanding senior notes are accepted for exchange will be deemed to have waived the right to receive any payment in respect of interest on the outstanding senior note accrued from August 20, 2004 until the date of issuance of the senior exchange notes. Consequently, holders who exchange their outstanding senior notes for senior exchange notes will receive the same interest payment on February 15, 2005 (the first interest payment date with respect to the outstanding senior notes and the senior exchange notes) that they would have received had they not accepted the exchange offer.

        Interest on the senior subordinated exchange notes will accrue from August 20, 2004, the date of issuance of the outstanding senior subordinated notes, at a rate of 10³/4% per year. Interest on the senior subordinated notes will be payable semi-annually in arrears on each February 15 and August 15, commencing on February 15, 2005. Holders of outstanding senior subordinated notes whose

32

outstanding senior subordinated notes are accepted for exchange will be deemed to have waived the right to receive any payment in respect of interest on the outstanding senior subordinated note accrued from August 20, 2004 until the date of issuance of the senior subordinated exchange notes. Consequently, holders who exchange their outstanding senior subordinated notes for senior subordinated exchange notes will receive the same interest payment on February 15, 2005 (the first interest payment date with respect to the outstanding senior subordinated notes and the senior subordinated exchange notes) that they would have received had they not accepted the exchange offer.

Procedure for Tendering

        To tender in the exchange offer, a holder must complete, sign and date the letter of transmittal, or a facsimile thereof, have the signature thereon guaranteed if required by the letter of transmittal and mail or otherwise deliver such letter of transmittal or such facsimile, together with the outstanding notes (unless such tender is being effected pursuant to the procedure for book-entry transfer described below) and any other required documents, to the exchange agent prior to 5:00 p.m., New York City time, on the expiration date.

        Any financial institution that is a participant in DTC's Book-Entry Transfer Facility system may make book-entry delivery of the outstanding notes by causing DTC to transfer such outstanding notes into the exchange agent's account in accordance with DTC's Automated Tender Offer Program, or ATOP. To tender in the exchange offer, such DTC participant must transmit its acceptance to DTC, which will edit and verify the acceptance and execute a book-entry delivery to the exchange agent's account at DTC. DTC will then send a computer-generated message, or Agent's Message, to the exchange agent for its acceptance in which the DTC participant acknowledges and agrees to be bound by the terms of, and makes the representations and warranties contained in, the letter of transmittal as fully as if it had completed the information required by the letter of transmittal and executed and delivered the letter of transmittal to the exchange agent. Delivery of the Agent's Message by DTC to the exchange agent will satisfy the terms of the exchange offer as to execution and delivery of a letter of transmittal and must occur prior to 5:00 p.m. New York City time, on the expiration date.

        The tender by a holder of outstanding notes will constitute an agreement between such holder and us in accordance with the terms and subject to the conditions set forth herein and in the letter of transmittal.

        Delivery of all documents must be made to the exchange agent at its address set forth herein. Holders may also request that their respective brokers, dealers, commercial banks, trust companies, or nominees effect such tender for such holders.

        The method of delivery of outstanding notes and the letters of transmittal and all other required documents to the exchange agent is at the election and risk of the holders. Instead of delivery by mail, it is recommended that holders use an overnight or hand delivery service. In all cases, sufficient time should be allowed to assure timely delivery. No letter of transmittal or outstanding notes should be sent to us.

        Only a holder of outstanding notes may tender such outstanding notes in the exchange offer. The term "holder" with respect to the exchange offer means any person in whose name outstanding notes are registered on the books of the company or any other person who has obtained a properly completed bond power from the registered holder, or any person whose outstanding notes are held of record by DTC who desires to deliver such outstanding notes by book-entry transfer at DTC.

        Any beneficial holder whose outstanding notes are registered in the name of his broker, dealer, commercial bank, trust company or other nominee and who wishes to tender should contact such registered holder promptly and instruct such registered holder to tender on his behalf. If such beneficial holder wishes to tender on his own behalf, such beneficial holder must, prior to completing and executing the letter of transmittal and delivering his outstanding notes, either make appropriate

33

arrangements to register ownership of the outstanding notes in such holder's name or obtain a properly completed bond power from the registered holder. The transfer of record ownership may take considerable time.

        If the letter of transmittal is signed by a person other than the registered holder of any outstanding notes listed therein, such outstanding notes must be endorsed or accompanied by appropriate bond powers, which authorize such person to tender the outstanding notes on behalf of the registered holder, in either case signed as the name of the registered holder or holders appears on the outstanding notes, and also must be accompanied by opinions of counsel, certifications and other information required by us. Signatures on the outstanding notes or bond powers must be guaranteed by an Eligible Guarantor Institution.

        If the letter of transmittal or any outstanding notes or bond powers are signed by trustees, executors, administrators, guardians, attorneys-in-fact, officers or corporations or others acting in a fiduciary or representative capacity, such persons should so indicate when signing, and unless waived by us, evidence satisfactory to us of their authority to so act must be submitted with the letter of transmittal.

        All the questions as to the validity, form, eligibility (including time or receipt), acceptance and withdrawal of the tendered outstanding notes will be determined by us in our sole discretion, which determinations will be final and binding. We reserve the absolute right to reject any and all outstanding notes not validly tendered or any outstanding notes our acceptance of which would, in the opinion of counsel for us, be unlawful. We also reserve the absolute right to waive any irregularities or conditions of tender as to particular outstanding notes. Our interpretation of the terms and conditions of the exchange offer (including the instructions in the letter of transmittal) will be final and binding on all parties. Unless waived, any defects or irregularities in connection with tenders of outstanding notes must be cured within such time as we shall determine. Neither we, the exchange agent nor any other person shall be under any duty to give notification of defects or irregularities with respect to tenders of outstanding notes nor shall any of them incur any liability for failure to give such notification. Tenders of outstanding notes will not be deemed to have been made until such irregularities have been cured or waived. Any outstanding notes received by the exchange agent that are not properly tendered and as to which the defects or irregularities have not been cured or waived will be returned without cost by the exchange agent to the tendering holder of such outstanding notes, unless otherwise provided in the letter of transmittal, promptly following the expiration date.

        In addition, we reserve the right in our sole discretion to (a) purchase or make offers for any outstanding notes that remain outstanding subsequent to the expiration date, or, as set forth under "Termination," to terminate the exchange offer and (b) the extent permitted by applicable law, purchase outstanding notes in the open market, in privately negotiated transactions or otherwise. The terms of any such purchases or offers may differ from the terms of the exchange offer and will be subject to our ability to obtain a waiver of certain covenants in our amended credit facility.

        By tendering, each holder of outstanding notes will represent to us that among other things, the exchange notes acquired pursuant to the exchange offer are being acquired in the ordinary course of business of the person receiving such exchange notes, whether or not such person is the holder, that neither the holder nor any other person intends to distribute or has an arrangement or understanding with any person to participate in the distribution of the exchange notes and that neither the holder nor any such other person is an "affiliate" of our company within the meaning of Rule 405 under the Securities Act.

Guaranteed Delivery Procedure

        Holders who wish to tender their outstanding notes and (i) whose outstanding notes are not immediately available, (ii) who cannot deliver their outstanding notes, the letter of transmittal, or any

34

other required documents to the exchange agent prior to the expiration date, or (iii) who cannot complete the procedure for book-entry transfer on a timely basis, may effect a tender if:

        (a)   the tender is made through an Eligible Guarantor Institution;

        (b)   prior to the expiration date, the exchange agent receives from such Eligible Guarantor Institution a properly completed and duly executed Notice of Guaranteed Delivery (by facsimile transmission, mail or hand delivery) setting forth the name and address of the holder of the outstanding notes, the certificate number or numbers of such outstanding notes and the principal amount of outstanding notes tendered, stating that the tender is being made thereby, and guaranteeing that, within five business days after the expiration date, the letter of transmittal (or facsimile thereof), together with the certificate(s) representing the outstanding notes to be tendered in proper form for transfer and any other documents required by the letter of transmittal, will be deposited by the Eligible Guarantor Institution with the exchange agent; and

        (c)   such properly completed and executed letter of transmittal (or facsimile thereof), together with the certificate(s) representing all tendered outstanding notes in proper form for transfer (or confirmation of a book-entry transfer into the exchange agent's account at DTC of outstanding notes delivered electronically), and all other documents required by the letter of transmittal are received by the exchange agent within five business days after the expiration date.

Withdrawal

        Except as otherwise provided herein, tenders of outstanding notes may be withdrawn at any time prior to 5:00 p.m., New York City time, on the expiration date. To withdraw a tender of outstanding notes in the exchange offer, a written or facsimile transmission notice of withdrawal must be received by the exchange agent at its address set forth herein prior to 5:00 p.m., New York City time, on the expiration date and prior to acceptance for exchange thereof by the company. Any such notice of withdrawal must (i) specify the name of the person having deposited the outstanding notes to be withdrawn (the "Depositor"), (ii) identify the outstanding notes to be withdrawn (including the certificate number or numbers and principal amount of such outstanding notes or, in the case of outstanding notes transferred by book-entry transfer, the name and number of the account at DTC to be credited), (iii) be signed by the Depositor in the same manner as the original signature on the letter of transmittal, including any required signature guarantees or be accompanied by documents of transfers sufficient to permit the Trustee with respect to the outstanding notes to register the transfer of such outstanding notes into the name of the Depositor withdrawing the tender and (iv) specify the name in which any such outstanding notes are to be registered, if different from that of the Depositor. All questions as to the validity, form and eligibility (including time of receipt) for such withdrawal notices will be determined by us, and our determination shall be final and binding on all parties. Any outstanding notes so withdrawn will be deemed not to have been validly tendered for purposes of the exchange offer and no exchange notes will be issued with respect thereto unless the outstanding notes so withdrawn are validly tendered. Any outstanding notes which have been tendered but which are not accepted for exchange will be returned to the holder thereof without cost to such holder promptly after withdrawal, rejection of tender or termination of the exchange offer. Properly withdrawn outstanding notes may be tendered by following one of the procedures described above under "—Procedure for Tendering" at any time prior to the expiration date.

Termination

        Notwithstanding any other term of the exchange offer, we will not be required to accept for exchange, or issue exchange notes for, any outstanding notes not previously accepted for exchange, and may terminate or amend the exchange offer as provided herein before the expiration of the exchange offer if any law, statute, rule or regulation is adopted or enacted, or any existing law, statute, rule or

35

regulation is interpreted by the Staff of the SEC in a manner, which we reasonably determine might materially impair our ability to proceed with the exchange offer.

        If we determine that we may terminate the exchange offer, as set forth above, we may (i) refuse to accept any outstanding notes and return any outstanding notes that have been tendered to the holders thereof, (ii) extend the exchange offer and retain all outstanding notes that have been tendered prior to the expiration of the exchange offer, subject to the rights of such holders of tendered outstanding notes to withdraw their tendered outstanding notes, or (iii) waive such termination event with respect to the exchange offer and accept all properly tendered outstanding notes that have not been withdrawn. If such waiver constitutes a material change in the exchange offer, we will disclose such change by means of a supplement to this prospectus that will be distributed to each registered holder of outstanding notes and we will extend the exchange offer for a period of five to ten business days, depending upon the significance of the waiver and the manner of disclosure to the registered holders of the outstanding notes, if the exchange offer would otherwise expire during such period.

Exchange Agent

        LaSalle Bank National Association, the Trustee under the indentures governing the notes, has been appointed as exchange agent for the exchange offer. Questions and requests for assistance and requests for additional copies of this prospectus or of the letter of transmittal should be directed to the exchange agent addressed as follows:

By Mail or Hand Delivery: LaSalle Bank National Association
Corporate Trust Administration
135 South LaSalle Street, Suite 1960
Chicago, IL 60603
Facsimile Transmission: (312) 904-2970
Confirm by Telephone: (312) 904-2236

Fees and Expenses

        The expense of soliciting tenders pursuant to the exchange offer will be borne to us. The principal solicitation for tenders pursuant to the exchange offer is being made by mail. Additional solicitations may be made by officers and regular employees of ours and our affiliates in person, by facsimile or telephone.

        We will not make any payments to brokers, dealers or other persons soliciting acceptances of the exchange offer. We, however, will pay the exchange agent reasonable and customary fees for its services and will reimburse the exchange agent's reasonable out-of-pocket expenses in connection therewith. We may also pay brokerage houses and other custodians, nominees and fiduciaries the reasonable out-of-pocket expenses incurred by them in forwarding copies of this prospectus, letters of transmittal and related documents to the beneficial owners of the outstanding notes and in handling or forwarding tenders for exchange.

        The expenses to be incurred in connection with the exchange offer, including fees and expenses of the exchange agent and trustee and accounting and legal fees, will be paid by us.

        We will pay all transfer taxes, if any, applicable to the exchange of outstanding notes pursuant to the exchange offer. If, however, certificates representing exchange notes or outstanding notes for principal amounts not tendered or accepted for exchange are to be delivered to, or are to be registered or issued in the name of, any other person other than the registered holder of the outstanding notes tendered, or if tendered outstanding notes are registered in the name of any person other than the person signing the letter of transmittal, or if a transfer tax is imposed for any reason other than the exchange of outstanding notes pursuant to the exchange offer, then the amount of any such transfer taxes (whether imposed on the registered holder or any other person) will be payable by the tendering holder. If satisfactory evidence of payment of such taxes or exemption therefrom is not submitted with the letter of transmittal, the amount of such transfer taxes will be billed directly to such tendering holder.

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THE TRANSACTIONS

        On March 20, 2004, we entered into a merger agreement with Oiler Acquisition Corp. and Holdings pursuant to which Oiler Acquisition Corp. was merged with and into our company, with our company continuing as the surviving corporation and a wholly owned subsidiary of Holdings. Oiler Acquisition Corp. and Holdings are Delaware corporations formed by Welsh Carson. We are a wholly owned subsidiary of Holdings and an investor group led by Welsh Carson, consisting of Welsh Carson, its co-investors and certain existing US Oncology directors and officers who participated in the merger, who own all of the capital stock of Holdings.

        The funds necessary to consummate the Transactions were approximately $1,570.5 million, including (i) approximately $1,185.0 million to pay US Oncology's existing stockholders, option holders and holders of outstanding rights to receive shares pursuant to delayed share delivery agreements, all amounts due under the merger agreement, (ii) approximately $281.1 million to repay existing indebtedness and (iii) approximately $104.4 million to pay related fees and expenses. Immediately prior to the merger, an aggregate 14,307,501 shares of US Oncology common stock which were owned by Welsh Carson, its co-investors and one of our existing directors, were contributed to our parent in exchange for our parent's equity securities. In connection with such contribution, our parent valued these shares at $15.05 per share, the per share amount of the merger consideration, which was an aggregate of approximately $215.3 million. These contributed shares were cancelled without payment of any merger consideration upon consummation of the merger.

        The Transactions were financed by:

•

a cash equity investment in our parent by an investor group led by Welsh Carson, consisting of Welsh Carson, its co-investors and related investors, and existing US Oncology directors and officers who participate in the merger, of approximately $303.4 million;



•

the borrowing by us of $400.0 million in term loans under our senior secured credit facility;



•

$245.0 million of cash on hand at the closing date; and



•

the issuance of the outstanding notes.

        In connection with the merger, Holdings adopted a restricted stock and option plan. The aggregate shares issuable pursuant to grants under that plan are approximately 20% of the fully diluted common stock of Holdings. Members of US Oncology's management, including some of the directors and executive officers participating in the merger, received awards under this plan upon consummation of the merger. See "Management—New Restricted Stock and Option Plan."

        In connection with the merger, we commenced a tender offer to acquire all of our existing 9⁵/8% senior subordinated notes due 2012, obtain holder consent to eliminate substantially all of the restrictive covenants and make other amendments to the indenture governing such notes. Pursuant to the debt tender offer, we offered to buy our existing 9⁵/8% senior subordinated notes due 2012 at a price up to $1,189.10 per $1,000.00 principal amount plus accrued and unpaid interest and sought consent to the proposed amendments. Upon the consummation of the merger, we had acquired $172,000,000 in aggregate principal amount of our existing 9⁵/8% senior subordinated notes, representing approximately 98% of the outstanding principal amount of such notes.

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USE OF PROCEEDS

        This exchange offer is intended to satisfy our obligations under the registration rights agreement, dated August 4, 2004, by and among us and the initial purchasers of the outstanding notes. We will not receive any proceeds from the issuance of the exchange notes in the exchange offer. In exchange for each of the exchange notes, we will receive applicable outstanding notes in like principal amount. We will retire or cancel all of the outstanding notes tendered in the exchange offer. Accordingly, issuance of the exchange notes wil not result in any change in our capitalization.

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CAPITALIZATION

        The following table sets forth our capitalization as of September 30, 2004. This table should be read in conjunction with the information contained in "Selected Historical Consolidated Financial Information," "Management's Discussion and Analysis of Financial Condition and Results of Operations," "Description of Certain Other Indebtedness," and our consolidated financial statements and the notes thereto included elsewhere in this prospectus.

			As of September 30, 2004
			Actual
			(in thousands)
Cash and cash equivalents			$	66,926
Debt:
	Senior secured credit facility
		Revolving credit facility(1)		—
		Term loans (2)		399,000
	9% Senior notes			300,000
	103/4% Senior subordinated notes			275,000
	95/8% senior subordinated notes			3,000
	Series D subordinated notes(3)			14,672
	Capital lease obligations and other(4)			220
		Total debt		991,892
Stockholders' equity				523,437
	Total capitalization		$	1,515,329

(1)

Our revolving credit facility provides for borrowings of up to $160.0 million, all of which are available to us for working capital and general corporate purposes and none of which is currently drawn.

(2)

Since August 20, 2004, we have paid down approximately $1.0 million of the term loan of our senior credit facility.

(3)

The Series D subordinated notes are payable to physicians with whom we entered into long-term service agreements. Substantially all of the subordinated notes outstanding at December 31, 2003 bear interest at 7%, are due in installments through 2007 and are subordinated to senior bank and certain other debt. If we fail to make payments under any of the notes, the respective practice can terminate the related service agreement.

(4)

Leases for medical and office equipment are capitalized using effective interest rates between 6.5% and 11.5% with original lease terms between two and seven years. At September 30, 2004, the gross amount of assets recorded under the capital leases was $0.7 million, and the related accumulated amortization was $.05 million. Amortization expense is included with depreciation in the accompanying consolidated statement of operations and comprehensive income. Other indebtedness consists principally of installment notes and bank debt, with varying interest rates, assumed in affiliation transactions.

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SELECTED HISTORICAL CONSOLIDATED FINANCIAL INFORMATION

        The following selected consolidated financial information set forth below is qualified by reference to, and should be read in conjunction with, "Management's Discussion and Analysis of Financial Condition and Results of Operations" and the consolidated financial statements and notes thereto included elsewhere in this prospectus. The selected historical consolidated financial and other data presented below for, and as of the end of, the fiscal years ended December 31, 1999, 2000, 2001, 2002 and 2003 have been derived from our audited consolidated financial statements. The selected historical consolidated financial and other data presented below for, and as of the end of, the nine month period ended September 30, 2003 have been derived from our unaudited condensed consolidated financial statements and have been prepared on the same basis as the audited consolidated financial statements. The selected historical consolidated financial and other data provided below for the period from January 1, 2004 through August 20, 2004, or Predecessor, and the period from August 21, 2004 through September 30, 2004, or Successor, have been derived from our unaudited consolidated financial statements and have been prepared on the same basis as the audited consolidated financial statements included elsewhere herein. Operating results for the Predecessor and Successor periods are not necessarily indicative of the results that may be expected for the year ending December 31, 2004.

																				Predecessor			Successor
																							Period from August 21, 2004 through September 30, 2004
																	Nine Months Ended September 30, 2003			Period from January 1, 2004 through August 20, 2004
		Year Ended December 31,
		1999(1)			2000			2001			2002			2003
		(dollars in thousands)
Statement of Operations Data
Product revenues(2)		$	521,087		$	651,214		$	833,116		$	919,662		$	1,204,673		$	860,019		$	901,616		$	149,271
Services revenues			578,175			679,692			682,298			729,239			761,052			587,703			524,238			103,845
	Total revenues		1,099,262			1,330,906			1,515,414			1,648,901			1,965,725			1,447,722			1,425,854			253,116
Costs of product			521,087			651,214			771,404			850,185			1,113,780			818,258			839,774			144,764
Costs of services:
	Field compensation and benefits		215,402			277,962			316,838			338,418			354,771			264,658			244,168			42,928
	Other field costs		134,635			161,510			193,782			210,222			218,561			158,207			144,200			25,450
	Depreciation and amortization		40,769			40,172			45,312			46,701			51,926			38,717			37,375			6,436
Total costs of services			390,806			479,644			555,932			595,341			625,258			461,582			425,743			74,814
Total costs of product and services			911,893			1,130,858			1,327,336			1,445,526			1,739,038			1,279,840			1,265,517			219,578
General and administrative expense			45,811			63,640			58,859			63,229			68,442			51,163			40,676			7,482
Bad debt expense			—			10,198			—			—			—
Impairment, restructuring and other charges, net			29,014			201,846			5,868			150,060			1,652			1,752			—			—
Merger related charges			—			—			—			—			—			—			9,625			6,425
Depreciation and amortization			24,303			34,976			26,617			25,158			22,152			16,249			13,198			2,483
			1,011,021			1,441,518			1,418,680			1,683,973			1,831,284			1,349,004			1,329,016			235,968
Income (loss) from operations			88,241			(110,612	)		96,734			(35,072	)		134,441			98,718			96,838			17,148
Other income (expense):
Interest expense, net and other(3)			(22,288	)		(24,644	)		(22,030	)		(21,291	)		(19,508	)		(14,751	)		(10,309	)		(9,069	)
Loss on early extinguishment of debt			—			—			—			(13,633	)		—			—			(38,272	)		—
Gain on investment in common stock			14,431			27,566			—			—			—			—			—			—
Income (loss) before income taxes			80,384			(107,690	)		74,704			(69,996	)		114,933			83,967			48,257			8,079
Income tax (provision) benefit			(32,229	)		35,047			(28,388	)		24,067			(44,277	)		(32,200	)		(21,939	)		(3,346	)
Net income (loss) and comprehensive income (loss)		$	48,155		$	(72,643	)	$	46,316		$	(45,929	)	$	70,656		$	51,767		$	26,318		$	4,733
Other Financial Data
EBITDA(4)		$	167,744		$	(7,898	)	$	168,663		$	23,154		$	208,519			153,684			109,139			26,067
Ratio of earnings to fixed charges(5)			3.8x			—			2.7x			—			3.6x			3.5x			2.7x			1.7x
Statement of Cash Flows Data:
Net cash provided (used in) by
	Operating activities	$	31,540		$	117,325		$	199,587		$	150,099		$	231,274		$	185,770		$	131,649			59,326
	Investing activities		(133,515	)		(28,300	)		(57,613	)		(55,996	)		(87,617	)		(61,478	)		(50,399	)		(7,205	)
	Financing activities		99,665			(97,017	)		(141,974	)		(19,074	)		(94,172	)		(73,899	)		4,143			(195,162	)

40

	Year Ended December 31,
											September 30, 2004
	1999(1)		2000		2001		2002		2003
Balance Sheet Data (at end of period)
Working Capital(6)	$	280,793	$	194,484	$	101,881	$	204,554	$	148,570	$	121,860
Total assets		1,298,477		1,155,640		1,056,798		1,154,406		1,175,019		2,012,217
Long term debt, excluding current maturities		360,191		300,213		128,826		272,042		188,412		981,279
Stockholders' equity		707,164		624,338		676,768		578,540		578,360		523,437

(1)

Results for 1999 have been retroactively restated to combine the accounts of US Oncology (formerly known as American Oncology Resources, Inc.) and Physician Reliance Network, Inc. (PRN) using their historical bases. PRN merged into a subsidiary of ours on June 15, 1999 in a transaction accounted for under the pooling of interests method of accounting and treated as a tax-free exchange.

(2)

For all periods during 2001, 2002 and 2003, the nine months ended September 30, 2003, the period from January 1, 2004 through August 20, 2004 and the period from August 21, 2004 through September 30, 2004, product revenues include cost of products plus an additional amount for products furnished under either our PPM model or service line model. Under the service line model the additional amount is the actual amount charged to the practice. Under the PPM model, this additional amount is an allocation of a portion of our service fee, based upon the overall gross margin under our pharmaceutical service line. Product revenues for 1999 and 2000 are equal to cost of products without an additional amount because we had not introduced our service line model at that time.

(3)

Represents interest expense net of interest income and $0.6 million of other income attributable to a gain on sale of fixed assets in the first nine months of 2004.

(4)

For a definition of EBITDA, see "Management's Discussion and Analysis of Financial Condition and Results of Operations—Discussion of Non-GAAP Information." The following sets forth a reconciliation of net income to EBITDA and a reconciliation of EBITDA to cash flow from operations.

																				Predecessor			Successor
																	Nine Months Ended September 30, 2003			Period from January 1, 2004 through August 20, 2004
																							Period from August 21, 2004 through September 30, 2004
		Year Ended December 31,
		1999(1)			2000			2001			2002			2003
Net Income (loss)		$	48,155		$	(72,643	)	$	46,316		$	(45,929	)	$	70,656		$	51,767		$	26,318		$	4,733
	Interest expense, net and other(a)		22,288			24,644			22,030			21,291			19,508			14,751			10,309			9,069
	Income tax provision (benefit)		32,229			(35,047	)		28,388			(24,067	)		44,277			32,200			21,939			3,346
	Depreciation and amortization		65,072			75,148			71,929			71,859			74,078			54,966			50,573			8,919
EBITDA		$	167,744		$	(7,898	)	$	168,663		$	23,154		$	208,519		$	153,684		$	109,139		$	26,067
Loss on early extinguishment of debt			—			—			—			8,452			—			—			38,272			—
Impairment, restructuring			16,887			165,800			331			149,437			652			1,752			—			—
Changes in assets and liabilities			(109,108	)		21,123			59,105			(10,015	)		53,430			47,915			9,070			39,107
Undistributed earnings (losses) in joint ventures			(634	)		(2,124	)		(300	)		1,424			159			(785	)		(20	)		90
Non-cash stock compensation expense			1,481			1,649			1,887			—			—			233			65			921
Deferred income taxes			9,687			(71,628	)		20,319			(25,129	)		32,299			29,922			7,371			5,556
Interest expense, net and other(a)			(22,288	)		(24,644	)		(22,030	)		(21,291	)		(19,508	)		(14,751	)		(10,309	)		(9,069	)
Income tax (provision) benefit			(32,229	)		35,047			(28,388	)		24,067			(44,277	)		(32,200	)		(21,939	)		(3,346	)
Net cash provided by operating activities		$	31,540		$	117,325		$	199,587		$	150,099		$	231,274		$	185,770		$	131,649		$	59,326

(a)

See footnote (3) above.

(5)

The ratio of earnings to fixed charges was calculated by dividing (i) net income (loss) before income taxes and fixed charges by (ii) fixed charges which consist of interest expense incurred, including amortization of debt expense and discount, and one-third of rental expense, which approximates the interest portion of our rental expense. For the years ended December 31, 2000 and 2002, our earnings were not sufficient to cover our fixed charges by $58.9 million and $20.0 million, respectively.

(6)

Computed as total current assets less total current liabilities.

41

UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL INFORMATION

        The following unaudited pro forma condensed consolidated financial data has been derived by the application of pro forma adjustments to our historical consolidated financial statements. The unaudited pro forma condensed consolidated statements of operations for the year ended December 31, 2003 and the nine month period ended September 30, 2004 each give effect to the Transactions as if such events occurred on January 1, 2003. The unaudited pro forma condensed consolidated financial information is for comparative purposes only and does not purport to represent what our financial position or results of operations would actually have been had the Transactions in fact occurred on the assumed dates or to project our financial position or results of operations for any future date or future period.

        The acquisition of US Oncology is accounted for, and is presented in the pro forma condensed consolidated financial information, under the purchase method of accounting prescribed in Statement of Financial Accounting Standards (SFAS) No. 141, "Business Combinations," with intangible assets recorded in accordance with SFAS No. 142, "Goodwill and Other Intangible Assets") (FAS 142). The excess purchase price over net assets acquired and liabilities assumed has been recorded as such. We will review the purchase allocation and determine whether any of the excess purchase price over net assets acquired should be allocated to identifiable intangibles. In accordance with the provisions of FAS 142, no amortization of indefinite-lived intangible assets or goodwill will be recorded.

        Assumptions underlying the pro forma adjustments are described in the accompanying notes, which should be read in conjunction with this unaudited pro forma condensed consolidated financial information. The actual purchase accounting adjustments described in the accompanying notes were made as of the closing date of the Transactions. Revisions to the preliminary purchase price allocation and financing of the Transactions may have a significant impact on the pro forma amounts of total assets, total liabilities, stockholders' equity, operating expenses, interest expense and provision for income taxes.

        You should read our unaudited pro forma condensed consolidated financial statements and the related notes thereto in conjunction with our historical consolidated financial statements and related notes thereto and other information in "Use of Proceeds," "Capitalization," "Selected Consolidated Financial Information," and "Management's Discussion and Analysis of Financial Condition and Results of Operations."

42

UNAUDITED PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS

For the Year Ended December 31, 2003
(Dollars in Thousands)

		Historical			Adjustments			Pro Forma
Product revenues		$	1,204,673		$	—		$	1,204,673
Service revenues			761,052			—			761,052
	Total revenues		1,965,725			—			1,965,725
Cost of product			1,113,780			—			1,113,780
Costs of services:
	Field compensation and benefits		354,771			—			354,771
	Other field costs		218,561			—			218,561
	Depreciation and amortization		51,926			—			51,926
Total costs of services			625,258			—			625,258
Total costs of products and services			1,739,038			—			1,739,038
General and administrative expenses			68,442			—			68,442
Impairment, restructuring and other charges, net			1,652			—			1,652
Depreciation and amortization			22,152			8,654	(1)		30,806
			1,831,284			8,654			1,839,938
Income from operations			134,441			(8,654	)		125,787
Other income (expense):
	Interest expense, net		(19,508	)		(56,635	)(2)		(76,143	)
Income before income taxes			114,933			(65,289	)		49,644
Income tax (provision)/benefit			(44,277	)		24,125	(3)		(20,152	)
Net income and comprehensive income (loss)		$	70,656		$	(41,164	)	$	29,492

43

UNAUDITED PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS

For the Nine Months Ended September 30, 2004
(Dollars in thousands)

					Successor
		Predecessor
					For the Period August 21, 2004 through September 30, 2004
		For the Period January 1, 2004 through August 20, 2004						Combined Nine Months Ended September 30, 2004			Adjustments			Pro Forma
Product revenues		$	901,616		$	149,271		$	1,050,887			—		$	1,050,887
Service revenues			524,238			103,845			628,083			—			628,083
	Total revenues		1,425,854			253,116			1,678,970			—			1,678,970
Cost of product			839,774			144,764			984,538			—			984,538
Costs of services:
	Field compensation and benefits		244,168			42,928			287,096			—			287,096
	Other field costs		144,200			25,450			169,650			—			169,650
	Depreciation and amortization		37,375			6,436			43,811			—			43,811
Total costs of services			425,743			74,814			500,557			—			500,557
Total costs of product and services			1,265,517			219,578			1,485,095			—			1,485,095
General and administrative expense			40,676			7,482			48,158			—			48,158
Impairment, restructure and other			—			—			—			—			—
Merger related charges			9,625			6,425			16,050			—			16,050
Depreciation and amortization			13,198			2,483			15,681			6,827	(1)		22,508
			1,329,016			235,968			1,564,984			6,827			1,571,811
Income from operations			96,838			17,148			113,986			(6,827	)		107,159
Other income (expense):
	Interest expense, net		(10,931	)		(9,069	)		(20,000	)		(38,194	)(2)		(58,194	)
	Loss on early extinguishment of debt		(38,272	)		—			(38,272	)		—			(38,272	)
	Other income		622			—			622			—			622
Income before income taxes			48,257			8,079			56,336			(45,021	)		11,315
Income tax provision			(21,939	)		(3,346	)		(25,285	)		15,346	(3)		(9,939	)
Net income and comprehensive income		$	26,318		$	4,733		$	31,051		$	(29,675	)	$	1,376

44

NOTES TO UNAUDITED PRO FORMA CONDENSED CONSOLIDATED
STATEMENTS OF OPERATIONS

(1)

The adjustment to depreciation and amortization expenses represents the following (in thousands).

	Year Ended December 31, 2003			Combined Nine Months Ended September 30, 2004
Elimination of amortization of deferred financing costs including stock based compensation	$	(3,405	)	$	(2,217	)
Amortization expense the deferred financing costs related to the senior notes and senior subordinated notes and the new term loans and revolver		6,389			4,792
Amortization expense related to the step up to fair market value for management service agreements		330			247
Depreciation expense related to the step up to fair market value for fixed assets		5,340			4,005
	$	8,654		$	6,827

(2)

The adjustment to interest expense represents the elimination of historical interest expense relating to indebtedness paid in the Transactions and all interest income. In addition, the adjustment includes interest expense for the Transactions, as if the Transactions had occurred as of January 1, 2003. The following presents the interest expense for the outstanding senior notes and outstanding senior subordinated notes calculated based upon the interest rate and principal amount outstanding and the interest expense for the term loans and revolving credit facility are calculated based on an assumed principal amount outstanding and interest rates:

	Outstanding Principal		Interest Rate
Revolving credit facillity (LIBOR + 250 bps)		—	4.20	%
Term loans (LIBOR + 275 bps)	$	400,000	4.45	%
Senior notes		300,000	9.00	%
Senior subordinated notes		275,000	10.75	%

The following table summarizes the Transactions' pro forma interest expense adjustment (in thousands).

	Year Ended December 31, 2003			Combined Nine Months Ended September 30, 2004
Eliminate interest expense, net	$	17,728		$	17,578
Interest on term loan facility		(17,800	)		(13,350	)
Interest on senior notes		(27,000	)		(20,250	)
Interest on senior subordinated notes		(29,563	)		(22,172	)
Transaction pro forma interest adjustment	$	(56,635	)	$	(38,194	)

An increase or decrease in 25 basis points would result in an increase or decrease of annual interest expense associated with the new term loan facility, the senior exchange notes and the senior subordinated exchange notes of approximately $1.0 million, $0.8 million and $0.7 million, respectively.

(3)

Represents the incremental tax effect of the adjustments based upon our effective tax rate as follows:

Time Period	Tax Rate
Year Ended December 31, 2003	40.6	%
Nine Months Ended September 30, 2004	87.8	%

45

MANAGEMENT'S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion of our financial condition and results of operations should be read together with the Selected Historical Consolidated Financial Information, Unaudited Pro Forma Condensed Consolidated Financial Information and our consolidated financial statements and the related notes included elsewhere in this prospectus. References to "fiscal year" mean the year ending December 31. For example, "fiscal year 2003" or "fiscal 2003" means the period from January 1, 2003 to December 31, 2003. Unless otherwise noted, reference to "EBITDA" has the meaning set forth under "—Discussion of Non-GAAP Information." Since we did not commence segment reporting until fiscal 2002, no segment information is available for 2001 and we have not, therefore, included any segment discussion in our comparison of fiscal 2002 to fiscal 2001.

As noted in Note 1 to our consolidated financial statements included elsewhere herein, the Transactions resulted in a new basis of accounting for us. For ease of comparison, the financial data of US Oncology for the period after the merger, August 21, 2004 through September 30, 2004 (successor period), has been added to the financial data for the period from January 1, 2004 through August 20, 2004 (predecessor period), to arrive at the nine month combined period ended September 30, 2004. The combined data is referred to herein as the combined nine month period ended September 30, 2004. As a result of the Transactions interest expense and depreciation and amortization have been impacted. No other statement of operations data has been changed as a result of the Transactions. Accordingly, we believe this combined presentation is appropriate.

General

        We provide comprehensive services to our network of affiliated practices, made up of more than 940 affiliated physicians in over 500 sites, with the mission of expanding access to and improving the quality of cancer care in local communities. The services we offer include:

•

Medical Oncology Services.    We purchase and manage specialty oncology pharmaceuticals for our affiliated practices. Annually, we are responsible for purchasing, delivering and managing more than $1.3 billion of pharmaceuticals through a network of 47 licensed pharmacies, 152 pharmacists and 286 pharmacy technicians. Under our physician practice management arrangements, we also act as the exclusive manager and administrator of all day-to-day non-medical business functions connected with our affiliated practices. As such, we are responsible for billing and collecting for medical oncology services, physician recruiting, data management, accounting, systems and capital allocation to facilitate growth in practice operations. All of our product revenues result from the sale of pharmaceuticals under the medical oncology services business line.



•

Cancer Center Services.    We develop and manage comprehensive, community-based cancer centers, which integrate all aspects of outpatient cancer care, from laboratory and radiology diagnostic capabilities to chemotherapy and radiation therapy. We have developed and operate 82 integrated community-based cancer centers. We also have installed and manage 26 Positron Emission Tomography Systems (PET).



•

Cancer Research Services.    We facilitate a broad range of cancer research and development activities through our network. We contract with pharmaceutical and biotechnology firms to provide a comprehensive range of services relating to clinical trials. We currently supervise 275 clinical trials, supported by our network of approximately 670 participating physicians in more than 200 research locations.



•

We provide these services through two business models: the physician practice management (PPM) model, under which we provide all of the above services under a single contract with one

46

fee based on overall performance; and the service line model, under which practices contract with the company to purchase only the pharmaceutical aspects of medical oncology services and/or cancer research services, each under a separate contract, with a separate fee methodology for each service. Most of our revenues (91.0% during the combined nine month period ended September 30, 2004) were derived under the PPM model.

The Transactions

        On March 20, 2004, we entered into a merger agreement with Oiler Acquisition Corp. and Holdings pursuant to which Oiler Acquisition Corp. was merged with and into our company, with our company continuing as the surviving corporation and a wholly owned subsidiary of Holdings. Oiler Acquisition Corp. and Holdings are Delaware corporations formed by Welsh Carson. For a more complete description of the Transactions, see "The Transactions."

        As a result of the Transactions, our assets and liabilities were adjusted to their fair values as of the close of the merger. The excess of the total purchase price over the value of our assets and liabilities at closing was allocated to goodwill, which will be subject to annual impairment review. We also increased our aggregate borrowing and repaid certain of our existing indebtedness in connection with the new financing arrangements that we entered into in connection with the Transactions. See "Unaudited Pro Forma Condensed Consolidated Financial Information."

        On August 20, 2004, the merger transaction was consummated and we became a wholly owned subsidiary of Holdings. In the transaction, all of the former stockholders of US Oncology (other than Welsh Carson, its affiliates, and certain members of management and continuing shareholders) received $15.05 per share in cash common stock of US Oncology. Holders of stock options issued by the Company received cash equal to (a) $15.05 minus the exercise price of the option multiplied by (b) the number of shares subject to the option. Physicians who were entitled to receive shares of common stock at future dates as part of the consideration for affiliating with us instead received $15.05 per share of such stock, in cash, at the time of the merger. After the merger, US Oncology withdrew its common stock from the NASDAQ Stock Market and US Oncology became a private company.

        The funds necessary to consummate the Transactions were approximately $1,570.5 million, including approximately $1,185.0 million to pay the then current stockholders, option holders and holders of outstanding rights to receive shares of US Oncology common stock pursuant to delayed share delivery agreements and all amounts due under the merger agreement, approximately $281.1 million to repay existing indebtedness and approximately $104.4 million to pay related fees and expenses. Prior to the merger, 14,307,501 shares of US Oncology common stock then owned by Welsh Carson and its affiliates was contributed to Holdings in exchange for shares of common and preferred participating stock in Holdings. Upon consummation of the merger, those shares were cancelled without payment of any merger consideration. The Transactions were financed by:

•

a cash common and preferred equity investment in Holdings by an investor group led by Welsh Carson of $303.4 million, which funds were contributed to us by Holdings;



•

the borrowings by us of $400.0 million in term loans under its senior secured credit facility;



•

$245.0 million of cash on hand at the closing date; and



•

the issuance by us of $300.0 million aggregate principal amount of outstanding senior notes and $275.0 million aggregate principal amount of outstanding senior subordinated notes.

        The merger was accounted for under the purchase method of accounting prescribed in Statement of Financial Accounting Standards No. 141, "Business Combination," (SFAS No. 141), with intangible assets recorded in accordance with SFAS No. 142, "Goodwill and Other Intangible Assets" (SFAS No. 142). The purchase price, including transaction related fees, will be allocated to the Company's

47

tangible and identifiable intangible assets and liabilities based upon estimates of fair value, with the remainder allocated to goodwill. In accordance with the provisions of SFAS No. 142, no amortization of indefinite-lived intangible assets or goodwill will be recorded. (in millions)

Cash and equity contributed by Welsh Carson	$	518.7
Total liabilities assumed		1,338.0
Fair Value of assets acquired		(1,152.4	)
Excess Purchase Price (goodwill)	$	704.3

Our Strategy

        Our mission is to increase access to and advance the delivery of high-quality cancer care in America. We do this by offering services to physicians to enable them to provide cancer patients with a full continuum of care, including professional medical services, chemotherapy infusion, radiation oncology, diagnostic services, access to clinical trials, patient education and other services, primarily in a community setting. We aim to enhance efficiency and lower cost structures at our affiliated practices, while enabling them to continue to deliver quality patient care.

        We believe that in today's marketplace, particularly in light of recent reductions in Medicare reimbursement and continued pressures on overall reimbursement, the most successful oncology practices will be those that have a preeminent position in their local market, that are diversified beyond medical oncology and that have implemented efficient management. We believe that our services best position practices to attain these characteristics.

        We intend to continue to offer practices and physicians the opportunity to take advantage of our services through a comprehensive strategic alliance, encompassing all of the management services we offer. We also continue to offer medical oncology practices who do not wish to obtain comprehensive services our less comprehensive, lower cost "service line" option.

        During the last several years, we have worked to enhance the platform upon which we hope to build. Our model conversions and disaffiliations have stabilized our network by aligning our incentives with those of our affiliated practices, better ensuring that our economic arrangements are sustainable and eliminating the distraction of underperforming practices and assets.

Economic Models

        Most of our revenue is derived under the physician practice management (PPM) model. Under the PPM model, we provide all of our services to a physician practice under a single management agreement under which we are appointed exclusive business manager, responsible for all of the non-clinical aspects of the practice.

        Our PPM agreements are long-term agreements (generally with initial terms of 25 to 40 years) and cannot be terminated unilaterally without cause. Physicians joining the PPM practices are required to enter into employment or non-competition agreements with the practice. Prior to 2002, we generally paid consideration to physicians in physician groups in exchange for the group's selling us operating assets and entering into such long-term contracts or joining an already affiliated group. Historically, we also have helped affiliated groups expand by recruiting individual physicians without buying assets or paying consideration for service agreements.

        We intend to continue to expand our business, both by recruiting new physicians and by affiliating with new groups. We will pay consideration for operating assets of groups and may, under some circumstances, pay other consideration.

48

        Under most of our PPM agreements, we are compensated under the "earnings model." Under that model, we are reimbursed for all expenses we incur in connection with managing a practice, and are paid an additional fee based upon a percentage of the practice's earnings before income taxes, subject to certain adjustments. During the combined nine month period ended September 30, 2004, 79.3% of our revenue was derived from affiliated practices managed under agreements on the earnings model. PPM agreements accounting for 11.7% of our revenue during the combined nine month period ended September 30, 2004 were under the net revenue model described below. In some states, our agreements provide for a fixed management fee.

        Of our revenue for the combined nine month period ended September 30, 2004, 8.6% was derived under the service line model. Under our service line agreements, fees include payment for pharmaceuticals and supplies used by the group, reimbursement for certain pharmacy related expenses and payment for the other services we provide. Rates for our services typically are based on the level of services required by the practice.

Realignment of Net Revenue Model Practices

        Under the net revenue model, our fee consists of a fixed amount, plus a percentage of net revenues, plus, if certain performance criteria are met, a performance fee. Under these agreements, once we have been reimbursed for expenses, the practice is entitled to retain a fixed portion of revenues before any additional service fee is paid to us. The effect of this priority of payments is that we bear a disproportionate share of increasing practice costs, since if there are insufficient funds to pay both our fee and the fixed amount to be retained by the practice, the entire amount of the shortfall reduces our management fee. Rapidly increasing pharmaceutical costs have increased practice revenues and thus the amounts retained by physicians. At the same time rising costs have eroded margins, leaving less available to pay our management fees. We believe that reductions in Medicare reimbursement for pharmaceuticals will worsen this trend.

        The net revenue model does not appropriately align our and our affiliated practices' economic incentives, since the parties do not have similar motivation to control costs or efficiently utilize capital. For this reason, we have been seeking to convert net revenue model practices to the earnings model since the beginning of 2001. In some cases, net revenue model practices have converted instead to the service line model or disaffiliated entirely. Of our 2000 revenue, 56.3% was derived from net revenue model practices, while only 11.8% of our combined third quarter 2004 revenue was derived from practices under the net revenue model as of September 30, 2004. We no longer enter into new affiliations under the net revenue model.

        Practices on the net revenue model as of September 30, 2004 accounted for 11.7% of our revenue for the combined first nine months of 2004. We are continuing our efforts to convert our remaining net revenue model practices to the earnings model or service line model. At this time, we believe that it is unlikely that any of the remaining net revenue model practices will convert to the earnings model.

        Since December 31, 2003 we have converted three practices previously under the net revenue model, representing 6.2% of our 2003 revenue, to the earnings model. We will continue to attempt to convert the remaining net revenue model practices. We believe that the Medicare reimbursement reductions in 2005 will exacerbate the flaws in the revenue model even further, and we will seek terminations with net revenue model practices that do not convert.

        During the fourth quarter of 2004 we ended our affiliation with one net revenue model practice, comprising 33 physicians. In addition, we expect that another net revenue model practice comprising 36 physicians, will likely end its affiliation with us if we cannot negotiate a conversion to the earnings model or service line model. In order to effectuate such transitions or disaffiliations, we will need to negotiate asset sales with the physician groups in question and there can be no assurance that we will be able to negotiate such transactions on terms acceptable to us, if at all.

49

        Since announcing our initiative to convert practices away from the net revenue model in November 2000, we have recorded charges of $251.3 million relating to impairment of net revenue model practices resulting either from termination of those agreements or the determination that their carrying values were not recoverable. No net revenue model services agreements are reflected on our balance sheet as of September 30, 2004.

        The table below summarizes our transitional activities in (i) converting net revenue model practices to the earnings model, (ii) converting PPM practices to the service line model, (iii) adding new service line practices and (iv) physician practice separations from PPM practices:

	Year Ended December 31,							Nine Months Ended September 30,		Combined Nine Months Ended September 30,
	2001		2002		2003			2003		2004
	Practices	Physicians	Practices	Physicians	Practices	Physicians		Practices	Physicians	Practices	Physicians
Conversions from net revenue to earnings model	12	170	5	59	1	8		1	8	5	78
Conversions from PPM model to service line model	—	—	3	23	2	27		2	27	—	—
New service line model affiliations	—	—	3	23	9	45		7	31	17	36
Physician practice separations	4	23	4	23	3	62	(1)	3	55	3	9

(1)

39 of these physicians were a group of diagnostic radiologists with whom we disaffiliated because their non-oncology practice was not consistent with our overall strategy.

Not reflected in the table is a practice comprising four physicians that converted from the service line model to the PPM earnings model during 2003.

        Set forth below is a table setting forth the number of practices and total physicians operating under each of the net revenue model and earnings model, as well as under the service line structure, as of September 30, 2004.

	Net Revenue Model	Earnings Model	Service Line Structure
Total physicians	97	730	120
Total practices	7	31	31

Key Operating Trends and Market Conditions

        During 2003, the most important event relative to our business was the enactment of the Medicare Modernization Act of 2003. The legislation is discussed in the "Risk Factors," "Business" and "Government Regulation" sections of this prospectus. The new law will significantly reduce Medicare reimbursement for outpatient oncology services in 2005 and beyond. We view this as both a challenge and an opportunity. We will need to continue to deliver substantial value to our affiliated physician practices. As the reimbursement reductions impact affiliated physician groups, they may increasingly scrutinize the level of fees paid to us. On the other hand, the services we provide permit physicians to address financial pressures caused by reimbursement reform, by implementing effective management and diversifying their services beyond medical oncology.

        Against the backdrop of reduced government reimbursement, pharmaceutical costs continue to rise. For the last several years, pharmaceutical costs have represented a higher percentage of revenue than the previous year. This trend shows no signs of abating. As new, single source therapies continue to be introduced, we would expect pharmaceutical costs to continue to rise. We must continue to adopt strategies to mitigate this increase, particularly in light of reduced reimbursement. The new basis for

50

reimbursement for pharmaceuticals under Medicare may also create challenges for us in our attempt to continue to obtain market differentiated pricing for drugs.

        We also continue to see other practice expenses, particularly for qualified technical and clinical personnel, rise at a rate faster than inflation.

        Our liquidity remains strong. As of September 30, 2004, we had $66.9 million in cash equivalents and $981.3 million of indebtedness outstanding. Cash flow from operating activities remained strong during 2003 and the first nine months of 2004 at $185.8 million and $191.0 million, respectively, and we anticipate that we will generate adequate cash from operations to fund capital expenditures in the near term.

Critical Accounting Policies and Estimates

        Our discussion and analysis of our financial condition and results of operations are based upon our consolidated financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States (GAAP). The preparation of these financial statements requires management to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses, and related disclosure of contingent assets and liabilities. On an ongoing basis, we evaluate these estimates, including those related to service agreements, accounts receivable, intangible assets, income taxes, and contingencies and litigation. We base our estimates on historical experience and on various other assumptions that we believe to be reasonable under the circumstances. These estimates form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources.

        Actual results may differ from those estimates under different assumptions or conditions. In addition, as circumstances change, we may revise the basis of our estimates accordingly. For example, in the past we have recorded charges to reflect revisions in our valuations of accounts receivable as a result of actual collections patterns or a sale of accounts receivable. We maintain decentralized billing systems and continue to upgrade and modify those systems. We take this into account as we continue to evaluate receivables and record appropriate reserves, based upon the risks of collection inherent in such a structure. In the event subsequent collections are higher or lower than our estimates, results of operations in subsequent periods could be either positively or negatively impacted as a result of such prior estimates. This risk is particularly relevant for periods in which there is a significant shift in reimbursement from large payors, such as the recent changes in Medicare reimbursement.

        Please refer to the "Critical Accounting Policies" section of our Annual Report on Form 10-K, as amended, for the year ended December 31, 2003 for a discussion of our critical accounting policies. Management believes such critical accounting policies affect its more significant judgments and estimates used in the preparation of our consolidated condensed financial statements. These critical accounting policies include our policy of non-consolidation of the results of affiliated practices, revenue recognition (including calculation of physician compensation), general estimates of accruals, including accruals relating to accounts receivable, and intangible asset amortization and impairment.

        In addition, since the Transactions we have been a wholly-owned subsidiary of Holdings. The financial statements and discussion in this report reflect the results of operations and financial condition of US Oncology, Inc. and its subsidiaries and do not include results of Holdings.

Recent Pronouncements

        On March 31, 2004, the FASB issued a proposed Statement, "Share-Based Payment, an Amendment of FASB Statements No. 123 and 95," that addresses the accounting for share-based payment transactions in which an enterprise receives employee services in exchange for either equity instruments of the enterprise or liabilities that are based on the fair value of the enterprise's equity

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instruments or that may be settled by the issuance of such equity instruments. The proposed statement would eliminate the ability to account for share-based compensation transactions using the intrinsic value method as prescribed by Accounting Principals Board, or APB, Opinion No. 25, "Accounting for Stock Issued to Employees," and generally would require that such transactions be accounted for using a fair-value-based method and recognized as expenses in our consolidated statement of income. The proposed standard would require that the modified prospective method be used, which requires that the fair value of new awards granted from the beginning of the year of adoption (plus unvested awards at the date of adoption) be expensed over the vesting period. In its current form, the proposed statement would require companies to assess the most appropriate model to calculate the value of the options. We currently use the Black-Scholes option pricing model to value options and are currently assessing which model we may use in the future under the proposed statement and may deem an alternative model to be the most appropriate. The use of a different model to value options may result in a different fair value than the use of the Black-Scholes option pricing model. In addition, there are a number of other requirements under the proposed standard that would result in differing accounting treatment than currently required, should the proposed standard be implemented in its current form. These differences include, but are not limited to, the accounting for the tax benefit on employee stock options and for stock issued under our employee stock purchase plan. The recommended effective date of the proposed standard for public companies is currently for fiscal periods beginning after June 15, 2005.

        Should this proposed statement be finalized in its current form, it will have a significant impact on out consolidated statement of income, as we will be required to expense the fair value of our stock option grants and stock purchases under our employee stock purchase plan rather than disclose the impact on our consolidated net income within our footnotes (see above), as is our current practice.

        From time to time, the FASB, the SEC and other regulatory bodies change accounting rules, including rules applicable to our business and financial statements. We cannot assure you that future changes in accounting rules would not require us to make restatements.

Revenue

        We derive revenues primarily from (i) comprehensive service arrangements with physician practices under the PPM model; (ii) pharmaceutical services agreements with physician practices under the service line model; (iii) research agreements with pharmaceutical manufacturers and other trial sponsors and (iv) fees paid by pharmaceutical companies for services as a group purchasing organization.

Revenue recognition under contracts with affiliated physician practices

        Under both PPM and service line arrangements with physician practices, a portion of our revenues is derived from sales of pharmaceutical products and a portion of such revenues is derived from the provision of comprehensive practice management services. Physician practices that enter into comprehensive service agreements with us receive a broad range of services and receive pharmaceutical products. These products and services represent multiple deliverables delivered under a single contract, with a single fee. We have analyzed the component of the contract attributable to the provision of products (pharmaceuticals) and the component of the contract attributable to the provision of services and attributed fair value to each component. For revenue recognition purposes, the product revenues and service revenues have each been accounted for as a separate unit of accounting.

        Product revenues consist of sales of pharmaceuticals to practices in connection with our comprehensive service agreements under the PPM model or under our pharmaceutical services service line. Under all our arrangements with affiliated practices, we agree to furnish the practice with pharmaceuticals and supplies. In certain cases, we take legal title to the pharmaceuticals and resell

52

them to practices. In other cases, title to the pharmaceuticals passes directly from our distributor to the practices under arrangements negotiated and managed by us pursuant to our service agreements with practices.

        Because we act as principal in all pharmaceutical purchases, revenues are recognized as (a) the cost of the pharmaceutical (which is reimbursed to us pursuant to all of its contractual arrangements with physician practices) plus (b) an additional amount. Under the service line model, this additional amount is the actual amount charged to the practice because all of the services provided under the service line model are directly related to and not separable from delivery of the products. Under the PPM model, the contracts do not provide for a separate fee for supplying pharmaceuticals other than reimbursement of the cost of pharmaceuticals. Accordingly, the additional amount included in product revenue reflects our estimate of the portion of its service fee that represents fair value relative to product sales. The portion of the service fee allocated to product sales is based upon the terms upon which we offer pharmaceutical services under our service line model. We assess this allocation quarterly, based on overall gross margins under the service line model during the quarter. We provide the same services and products under the service line model as we do as part of our PPM arrangements. Accordingly, we believe this allocation is appropriate. Results prior to 2001 do not reflect any such additional amount because at that time we had not developed our service line model. Discounts and rebates are deducted from revenue because they are passed through to our affiliated practices.

        Service revenues consist of our revenues other than product revenues under our service agreements with affiliated practices.

        For both product and service revenues under the PPM model, we recognize revenue when the fees are earned and are deemed realizable based upon the contractually agreed amount of such fees. Under the PPM model, product revenues are recognized as drugs are accepted and dispensed by affiliated physician practices. Service fee revenues are recognized when the fees are deemed fixed and realizable at the time services are rendered based upon established or negotiated rates, less contractual adjustments, allowances and amounts to be retained by affiliated practices.

        Under the PPM model, the revenue recognized reflects two components of our fee: (i) specific reimbursements related to practice operations and (ii) an additional fee based upon practice performance. In recognizing revenue, we take into consideration the priority of payments relating to amounts retained by practices. Under net revenue model agreements, the practice is entitled to retain a specific portion of revenues after expense reimbursements, but prior to payment of any additional fee to us. We do not recognize revenue to the extent funds are not available to pay a fee as a result of such priority of payments.

        Under our service line arrangements for medical oncology services, we recognize revenue as drugs are accepted and dispensed by the affiliated practices. We recognize revenue based upon the cost of pharmaceuticals purchased by the affiliated practice plus a fee for pharmaceutical services. Such amounts are recorded in product revenues and the related costs are included in costs of product revenues. We recognize revenue for admixture services as those services are performed. These revenues are recognized upon the delivery of goods and services authorized by the affiliated practices.

Recognition of research revenues.

        Research revenue is derived from payments from pharmaceutical companies and other trial sponsors and includes payments for entering into the contract, the initial activity to begin the trial, patient enrollment and completion of the treatment cycle. Revenue is recognized as we perform our obligations related to such research and when the following conditions have been met: (i) persuasive evidence of an arrangement exists, (ii) services have been rendered and (iii) collection of a fixed or determinable fee is considered reasonably assured. All of our research is conducted pursuant to written agreements.

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Recognition of group purchasing organization revenues

        We receive group purchasing organization (GPO) fees for providing services to pharmaceutical manufacturers and other suppliers. We recognize revenue for GPO fees as we perform the services and when the following conditions have been met: (i) persuasive evidence of an arrangement exists, (ii) services have been rendered and (iii) collection of a fixed or determinable fee is considered reasonably assured. All of our GPO fees are paid pursuant to written agreements. GPO fees are distinct from discounts and rebates in that they are not passed back to affiliated practices and are paid to us for identifiable services provided to the drug vendor rather than in respect of drug purchases. We provide the vendor with, among other things, (1) data relating to, and analysis of, pharmaceutical use by affiliated practices, (2) access to electronic order entry software from our pharmacy location and physician practice sites, (3) contract management services and (4) other informational services.

Accounts Receivable

        To the extent we are legally permitted to do so, we purchase from our PPM affiliated practices the accounts receivable those practices generate by treating patients. We purchase the accounts for their estimated net realizable value, which is our estimate of the amount that we can collect, taking into account contractual agreements that would reduce the amount payable and allowances for accounts that may otherwise be uncollectible. If we determine that accounts are uncollectible after we have purchased them from a practice, our contracts require the practice to reimburse us for the uncollectible amount. However, such a reimbursement to us would also reduce the practice's revenue for the applicable period, since we base net patient revenue on the same estimates we use to determine the purchase price for accounts receivable. Such a reduction would reduce physician compensation and, because our management fees are partly based upon practice revenues, would also reduce our future service fees. Typically, the impact of these adjustments on our fees is not significant. Reimbursement rates relating to healthcare accounts receivable, particularly governmental receivables, are complex and change frequently, and could in the future adversely impact our ability to collect accounts receivable and the accuracy of our estimates.

Depreciation

        Our property and equipment are stated at cost. Depreciation of property and equipment is provided using the straight-line method over the estimated useful lives of (a) three to ten years for computers and software, equipment, and furniture and fixtures, (b) the lesser of ten years or the remaining lease term for leasehold improvements and (c) twenty-five years for buildings. Interest costs incurred during the construction of major capital additions, primarily cancer centers, are capitalized. These lives reflect our best estimate of the respective assets' useful lives and subsequent changes in operating plans or technology could result in future impairment charges to these assets.

Intangible Assets Relating to Service Agreements

        Our balance sheet includes intangible assets related to our service agreements under the PPM model. These intangible assets consist of the costs of purchasing the rights to manage our PPM practices. We did not record any additional intangible assets on our balance sheet in respect of service agreements during 2002 or 2003 or the first half of 2004. We amortize these assets over 25 years. Amortization of service agreements is included in our income statement in the line item "Depreciation and amortization." We recognized amortization expense relating to service agreements of $13.3 million in 2003 and $17.1 million in 2002. The reduction in amortization was caused by the impairment of intangible assets and related charges described below.

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Impairment of Assets

        The carrying values of our fixed assets are reviewed for impairment when events or changes in circumstances indicate their recorded cost may not be recoverable. If the review indicates that the undiscounted cash flows from operations of the related fixed assets over the remaining useful life is expected to be less than the recorded amount of the assets, our carrying value of the asset will be reduced to its estimated fair value using expected cash flows on a discounted basis. Impairment analysis is highly subjective and assumptions regarding future growth rates and operating expense levels as a percentage of revenue can have significant effects on the expected future cash flows and ultimate impairment analysis. As a result of such analysis, we recorded a charge of $27.6 million during the fourth quarter of 2002 to reflect our estimation that certain of our cancer center assets had become impaired. There was no such impairment charge during 2003 or the first half of 2004.

        Our balance sheet includes intangible assets related to our service agreements, which reflect our costs of purchasing the rights to manage our affiliated practices. During each period, we review the carrying value of our service agreements, particularly when changes in circumstances suggest that the amount reflected on our balance sheet may not be recoverable. In this review, we deem the amount of a service agreement asset to be unrecoverable if we anticipate that the undiscounted cash flows from the relevant service agreement over its remaining life will be less than the amount on the balance sheet. If in our judgment the carrying value of a service agreement is not recoverable, we reduce the value of that asset on our books to equal our estimate of discounted future cash flows from that service agreement. In estimating future cash flows, we consider past performance as well as known trends that are likely to affect future performance. As disclosed in "Risk Factors," there are a number of factors we cannot accurately predict that could impact practice performance and which could cause our assessment of cash flows to be incorrect. In addition, we have to make judgments about the timing and amounts of those reductions, which are known as impairment charges, and those reductions also reduce our income.

        In the same fashion, when we determine that termination of a service agreement is likely, we reduce the carrying value of certain assets related to that service agreement to reflect our judgment of reductions in the value of those assets. In doing so, we take into account amounts we anticipate recovering in connection with that termination as part of our estimation of future cash flows to be realized from the related assets. Amounts we may deem recoverable in connection with a termination include estimates of amounts a practice will pay us to buy back its operating assets and working capital and, in some cases, may include liquidated damages or termination fees. Because contract terminations are negotiated transactions, these estimates are subject to uncertainties and third party behavior, which we may not accurately predict. We do not have the right to unilaterally terminate our service agreements without cause, and we will not terminate an agreement (absent cause) unless we are able to negotiate an acceptable settlement of the agreement. Sometimes we may change our determination as to whether or not we are likely to terminate an agreement due to changes in circumstances. We periodically assess those agreements that we have determined are likely to be terminated to verify that such termination is still likely. In addition, at the time an agreement is terminated, we recognize a charge, if necessary, to eliminate any remaining carrying value for that agreement and certain related assets from our balance sheet. Since the fourth quarter of 2000, we have recorded charges of $251.3 million relating to the impairment of service agreements, either as a result of our economic analysis or termination of the agreement. These charges have reduced net income (or increased net loss) in the periods in which the termination was deemed likely or the asset otherwise became impaired. However, the reduction in value of service agreements reflected on our balance sheet also has the effect of reducing amortization expense relating to service agreements going forward.

        From time to time, the Financial Accounting Standards Board, the SEC and other regulatory bodies seek to change accounting rules, including rules applicable to our business and financial

55

statements. We cannot assure you that future changes in accounting rules would not require us to make restatements.

Discussion of Non-GAAP Information

        In this prospectus, we use certain measurements of our performance that are not calculated in accordance with GAAP. These non-GAAP measures are derived from relevant items in our GAAP financials. A reconciliation of each non-GAAP measure to our income statement is included in this release.

        In this prospectus, we use the term "EBITDA". EBITDA is earnings before interest, taxes, depreciation and amortization. We believe EBITDA is useful to investors in evaluating the value of companies in general, and in evaluating the liquidity of companies with debt service obligations and their ability to service their indebtedness. Management uses EBITDA to evaluate our liquidity and financial condition, both with respect to the business as a whole and individual sites.

        EBITDA is not calculated in accordance with GAAP. EBITDA is derived from relevant items in our GAAP financials. A reconciliation EBITDA to our income statement is included in this prospectus.

        Management believes that EBITDA is useful to investors, since it provides investors with additional information that is not directly available in a GAAP presentation. In all events EBITDA is not intended to be a substitute for GAAP measures, and investors are advised to review such non-GAAP measure in conjunction with GAAP information provided by us.

Results of Operations

        For ease of comparison, the financial data of US Oncology for the period after the merger, August 21, 2004 through September 30, 2004 (successor period) has been added to the financial data for the period from January 1, 2004 through August 20, 2004 (predecessor period), to arrive at the nine month combined period ended September 30, 2004. The combined data is referred to herein as the combined nine month period ended September 30, 2004. As a result of the Transactions interest expense and depreciation and amortization have been impacted. No other statement of operations data has been changed as a result of the Transactions. Accordingly, we believe this combined presentation is appropriate.

        We were affiliated (including under the service line structure) with the following number of physicians by specialty as of December 31, 2001, 2002 and 2003 and as of September 30, 2003 and 2004:

	Year Ended December 31,
					Nine Months Ended September 30, 2003	Nine Months Ended September 30, 2004
	2001	2002	2003
Medical oncologists / hematologists	673	685	743		729	782
Radiation oncologists	125	120	117		115	127
Diagnostic radiologists / other	70	79	37	(1)	38	38
	868	884	897		882	947

(1)

In 2003 we disaffiliated with a group of 39 diagnostic radiologists because their non-oncology practice was not consistent with our overall strategy.

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        The following table sets forth sources of the growth of the number of physicians affiliated with us:

	Year Ended December 31,								Combined Nine Months Ended September 30, 2004
							Nine Months Ended September 30, 2003
	2001		2002		2003
Affiliated physicians, beginning of period	869		868		884		884		897
Physician practice affiliations	8		23		45		31		40
Recruited physicians	64		73		79		65		58
Physician practice separations	(23	)	(23	)	(62	)	(62	)	(20	)
Retiring / other	(50	)	(57	)	(49	)	(36	)	(28	)
Affiliated physicians, end of period	868		884		897		882		947

        In 2002, 2003 and during the first half of 2004, all new practice affiliations were under the service line structure.

        The following table sets forth the number of cancer centers and PET systems managed by us as of December 31, 2001, 2002 and 2003 and September 30, 2003 and 2004:

	Year Ended December 31,							Combined Nine Months Ended September 30, 2004
						Nine Months Ended September 30, 2003
	2001	2002		2003
Cancer Centers, beginning of period	72	77		79		79		78
Cancer Centers opened	5	5		4		2		5
Cancer Centers closed	—	(2	)	(1	)	(1	)	(1	)
Cancer Centers disaffiliated	—	(1	)	(4	)	(4	)	0
Cancer Centers, end of period	77	79		78		76		82
PET systems	12	16		21		21		26

        The following table sets forth the key operating statistics as a measure of the volume of services provided by our PPM practices:

					Combined Nine Months Ended September 30, 2004
	Year Ended December 31,			Nine Months Ended September 30, 2003
	2001	2002	2003
Medical oncology visits(1)	2,409,014	2,405,377	2,415,212	1,800,860	1,755,636
Radiation treatments	642,874	658,368	644,639	490,754	492,808
PET scans	6,396	12,777	20,052	14,416	21,004
CT scans(2)	N/A	61,847	73,641	54,150	75,350
New patients enrolled in research studies	3,639	3,202	3,388	2,529	2,202

(1)

Medical oncology visits include consults by medical oncologists under our PPM model only and do not include service line results.

(2)

Information regarding the number of CT scans performed was not collected prior to 2002.

        The following table sets forth the percentages of revenue represented by certain items reflected in our consolidated statements of operations included elsewhere in this prospectus. The following

57

information should be read in conjunction with our consolidated financial statements and notes thereto included elsewhere in this prospectus.

        The following table sets forth the percentages of revenue represented by certain items reflected in US Oncology's Condensed Consolidated Statement of Operations and Comprehensive Income. The following information should be read in conjunction with our unaudited condensed consolidated financial statements and notes thereto included elsewhere herein.

Combined Nine Months Ended September 30, 2004, Compared with Nine Months Ended September 30, 2003

        The following table sets forth the percentages of revenue represented by certain items reflected in our consolidated statements of operations included elsewhere in this prospectus. The following information should be read in conjunction with our consolidated financial statements and notes thereto included elsewhere in this prospectus.

        For ease of comparison, the financial data of US Oncology for the period after the merger, August 21, 2004 through September 30, 2004 (successor period) has been added to the financial data for the period from January 1, 2004 through August 20, 2004 (predecessor period), to arrive at the nine month combined period ended September 30, 2004. The combined data is referred to herein as the combined nine month period ended September 30, 2004.

						Predecessor		Successor
		Nine months ended September 30, 2003		Combined nine months ended September 30, 2004		Period from January 1, 2004 through August 20, 2004		Period from August 21, 2004 through September 30, 2004
Product revenues		59.4	%	62.6	%	63.2	%	59.0	%
Service revenues		40.6	%	37.4	%	36.8	%	41.0	%
Total revenues		100.0	%	100.0	%	100.0	%	100.0	%
Cost of product		56.5	%	58.6	%	58.9	%	57.2	%
Costs of services:
	Field compensation and benefits	18.3	%	17.1	%	17.1	%	17.0	%
	Other field costs	10.9	%	10.1	%	10.1	%	10.1	%
	Depreciation and amortization	2.7	%	2.6	%	2.6	%	2.5	%
Total costs of services		31.9	%	29.8	%	29.8	%	29.6	%
Total costs of product and services		88.4	%	88.4	%	88.7	%	86.8	%
General and administrative expense		3.5	%	2.9	%	2.9	%	3.0	%
Impairment, restructuring and other		0.1	%	—		—		—
Merger related charges		—		1.0	%	0.6	%	2.5	%
Depreciation and amortization		1.1	%	0.9	%	0.9	%	1.0	%
		93.1	%	93.2	%	93.1	%	93.3	%
Income from operations		6.9	%	6.8	%	6.9	%	6.7	%
Other income (expense):
	Interest expense, net	(1.0	)%	(1.2	)%	(0.7	)%	(3.6	)%
	Early extinguishment of debt	—		(2.3	)%	(2.7	)%	—
	Other income	—		—		—		—
Income before income taxes		5.9	%	3.3	%	3.5	%	3.1	%
Income tax provision		(2.2	)%	(1.5	)%	(1.6	)%	(1.3	)%
Net income and comprehensive income		3.7	%	1.8	%	1.9	%	1.8	%

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        We provide the following services to physician practices: medical oncology services, cancer center services, and cancer research services. We currently earn revenue from physician practices under two models, the PPM model, and the service line model. Under the PPM model, we enter into long term agreements with affiliated practices to provide comprehensive services, including all those described above, and the practices pay us a service fee and reimburse all expenses. Under the service line model, medical oncology services and cancer research services are offered by us under separate agreements for each service line.

        We derive revenue primarily in four areas:

•

PPM service fee revenues. Under the PPM model, we recognize revenues derived from amounts we bill and collect on behalf of affiliated practices, which are reduced by the amounts retained by those practices under our contracts. PPM service fee revenue is recorded when services are rendered based on established or negotiated rates reduced by contractual adjustments and allowances for doubtful accounts and by the amounts retained by practices. Differences between estimated contractual adjustments and final settlements are reported in the period when final settlements are determined.



•

Service line fees. In the medical oncology services area under our service line agreements, we bill practices on a monthly basis for services rendered. These revenues include payment for all of the pharmaceutical agents used by the practice for which we must pay the pharmaceutical manufacturers, and a service fee for the pharmacy related services we provide.



•

GPO and data fees. We receive fees from pharmaceutical companies for acting as a GPO for our affiliated practices, as well as for providing informational and other services to pharmaceutical companies. GPO fees are typically based upon the volume of drugs purchased by the practices. Fees for other services include amounts paid for data we collect and compile.



•

Research fees. We receive fees for research services from pharmaceutical and biotechnology companies. These fees are separately negotiated for each study and typically include some management fee, as well as per patient accrual fees and fees for achieving various study milestones.

        A portion of our revenue under our PPM arrangements and our revenue under service line arrangements with affiliated practices are derived from sales of pharmaceutical products and are reported as product revenues. Our remaining revenues are reported as service revenues. Physician practices that enter into comprehensive service agreements with us receive a broad range of services and receive pharmaceutical products. These products and services represent multiple deliverables delivered under a single contract, with a single fee. We have analyzed the component of the contract attributable to the provision of products (pharmaceuticals) and the component of the contract attributable to the provision of services and attributed fair value to each component.

        We retain all the amounts we collect in respect of practice receivables. On a monthly basis, we calculate what portion of their revenues our affiliated practices are entitled to retain by subtracting our accrued fees and accrued practice expenses from accrued revenues. We pay practices this remainder in cash, which they use primarily for physician compensation. These amounts we remit to physician groups are excluded from our revenue, since they are not part of our fees. By paying physicians on a cash basis for accrued amounts, we finance their working capital.

        Revenues for the combined nine-month period ended September 30, 2004 were $1,679.0 million compared to $1,447.7 million for the nine-month period ended September 30, 2003 an increase of 16.0%.

        For the combined nine-month period ended September 30, 2004, product revenue increased to $1,050.9 million compared to $860.0 million for the nine-month period ended September 30, 2003. This

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increase is attributable to growth in pharmaceutical revenue attributable to physicians affiliated with us prior to the third quarter, and the addition of medical oncologists during the quarter.

        Service revenue for the combined nine-month period ended September 30, 2004 increased $40.4 million or 6.9% compared to the nine-month period ended September 30, 2003. This increase is due to the increases in intensity modulated radiation therapy (IMRT), position emission tomography (PET) and computerized tomography (CT) services for patients.

        The following table shows our revenue by segment for the combined nine months ended September 30, 2004 and nine months ended September 30, 2003 (in thousands):

					Predecessor		Successor
	Nine months ended September 30, 2003		Combined nine months ended September 30, 2004		Period from January 1, 2004 through August 20, 2004		Period from August 21, 2004 through September 30, 2004
Medical oncology	$	1,236,320	$	1,453,154	$	1,233,820	$	219,334
Cancer center services		169,235		187,474		159,129		28,345
Other services		42,167		38,342		32,905		5,437
	$	1,447,722	$	1,678,970	$	1,425,854	$	253,116

        Medical oncology revenue increased from $1,236.3 million for the nine months ended September 30, 2003 to $1,453.2 million for the combined nine months ended September 30, 2004, an increase of $216.8 million, or 17.5%. This increase is attributable to continued growth in the service line model and due to increased fees for drug administration. This growth for the combined nine months ended September 30, 2004 was partially offset by a 2.5% decline in medical oncology visits compared to the same period during 2003.

        For the combined nine-month period ended September 30, 2004, cancer center services revenue increased from $169.2 million to $187.5 million, an increase of $18.2 million, or 10.8%, from the same period in 2003. This increase is attributable to increases in CT and PET scans, and radiation treatments. We currently have eight cancer centers and two PET systems in various stages of development.

        For the combined nine months ended September 30, 2004, other services revenue decreased $3.8 million, or 9.1%. This decrease is attributable to a decrease in patients enrolled in research for the combined nine months ended September 30, 2004.

        Cost of Product.    Cost of product, which includes drugs, medications and other supplies used by the practices, increased from $818.3 million for the nine-month period ended September 30, 2003 to $984.5 million for the combined nine-month period ended September 30, 2004, an increase of $166.3 million, or 20.3%. As a percentage of revenue, cost of product increased from 56.5% for the nine-month period ended September 30, 2003 to 58.6% in the combined nine-month period ended September 30, 2004. This increase in cost of product as a percentage of revenue is primarily due to product revenue increasing as a percentage of total revenue.

        Costs of Services.    Cost of services for the combined nine-month period ended September 30, 2004 increased to $500.6 million (29.8% of revenues) from $461.6 million (31.9% of revenues) for the comparable period in 2003. The decrease in cost of services as a percentage of revenue is attributed to obtaining economies of sale from the growth in pharmaceutical revenue and service revenue.

        Field Compensation and Benefits.    Field compensation and benefits, which includes salaries and wages of our field-level employees and the practices' employees (other than physicians), increased from $264.7 million for the nine-month period ended September 30, 2003 to $287.1 million for the combined

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nine-month period ended September 30, 2004. As a percentage of revenue, field compensation and benefits decreased from 18.3% for the nine-month period ended September 30, 2003 to 17.1% for the combined nine-month period ended September 30, 2004. The decrease as a percentage of revenue is primarily attributable to economies of scale resulting from the increase in pharmaceuticals, diagnostic and radiation revenue.

        General and Administrative.    General and administrative expenses decreased from $51.2 million in the first nine months of 2003 to $48.2 for the nine months combined period of 2004. As a percentage of revenue, general and administrative costs decreased from 3.5% for the nine-month period ended September 30, 2003 to 2.9% for the combined nine-month period ended September 30, 2004.

        Depreciation and amortization.    Depreciation and amortization increased from $55.0 million in the first nine months of 2003 to $59.5 million for the nine months combined period of 2004. Depreciation and amortization for the period from January 1, 2004 to August 20, 2004 and for the period from August 21, 2004 to September 30, 2004 was $50.6 million and $8.9 million, respectively. Depreciation and amortization will increase due to a step-up in value for fixed assets related to the Transactions of approximately $9.1 million.

        Interest.    Interest expense, net increased from $14.8 million in the first nine months of 2003 to $20.0 million for the nine months combined period of 2004. Interest expense, net for the period from January 1, 2004 to August 20, 2004 and for the period from August 21, 2004 to September 30, 2004 was $10.9 million and $9.1 million, respectively. The interest expense increased due to the Transactions and on a pro forma basis for the nine-month period ended September 30, 2004 interest expense, net would have been $58.2 million.

        Income Taxes.    The effective tax rate for the nine months ended September 30, 2003 was 38.3%, compared to an effective rate of 44.9% for the combined nine-month period ended September 30, 2004.

        Net Income.    Net income decreased from $51.8 million for the nine months ended September 30, 2003 to $31.1 million for the combined nine-month period ended September 30, 2004. Net income as a percentage of revenue decreased from 3.7% for the nine-month period ended September 30, 2003 to 1.8% for the combined nine-month period ended September 30, 2004. The net income for the combined nine-month period ended September 30, 2004, was negatively impacted by merger-related cost of approximately $54.3 million.

        The table below presents information about reported segments for the combined nine months ended September 30, 2004 and the nine months ended September 30, 2003 (in thousands):

	Predecessor Nine Months Ended September 30, 2003
	Medical Oncology			Cancer Center Services			Other			Unallocated Corporate Expenses			Total
Product revenue	$	860,019		$	—		$	—		$	—		$	860,019
Service revenue		376,301			169,235			42,167			—			587,703
Revenue		1,236,320			169,235			42,167			—			1,447,722
Operating expenses		(1,091,088	)		(134,366	)		(37,402	)		(86,148	)		(1,349,004	)
Income (loss) from operations	$	145,232		$	34,869		$	4,765		$	(86,148	)	$	98,718

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	Combined Nine Months Ended September 30, 2004
	Medical Oncology			Cancer Center Services			Other			Unallocated Corporate Expenses			Total
Product revenue	$	1,050,887		$	—		$	—		$	—		$	1,050,887
Service revenue		402,267			187,474			38,342			—			628,083
Revenue		1,453,154			187,474			38,342			—			1,678,970
Operating expenses		(1,281,770	)		(149,475	)		(35,261	)		(98,478	)		(1,564,984	)
Income (loss) from operations	$	171,384		$	37,999		$	3,081		$	(98,478	)	$	113,986

        Medical oncology services income from operations was $145.2 million for the nine-month period ended September 30, 2003 and $171.4 million for the combined nine-month period ended September 30, 2004.

        Cancer center services income from operations increased from $34.9 million for the nine-month period ended September 30, 2003 to $38.0 million for the first combined nine-month period ended September 30, 2004. This increase is attributable investment in technology such as intensity modulated radiation therapy (IMRT), CT and PET.

EBITDA

        EBITDA for the combined nine months ended September 30, 2004 and September 30, 2003 was $135.2 million and $153.7 million, respectively. EBITDA is presented (i) because EBITDA is used by us to measure its liquidity and financial condition and (ii) because we believe EBITDA is frequently used by securities analysts, investors and other interested parties in evaluating the value of companies in general, and in evaluating the liquidity of companies with debt service obligations and their ability to service their indebtedness. The EBITDA calculation is not an alternative to operating earnings under generally accepted accounting principles, or GAAP, as an indicator of operating performance or to cash flows as a measure of liquidity. The following table reconciles net income and comprehensive income as shown in the Condensed Consolidated Statement of Operations and Comprehensive Income to EBITDA and reconciles EBITDA to net cash provided by operating activities as shown in the Condensed Consolidated Statement of Cash Flows:

							Predecessor			Successor
	Nine months ended September 30, 2003			Combined nine months ended September 30, 2004			For the period January 1, 2004 through August 20, 2004			For the period August 21, 2004 through September 30, 2004
Net income	$	51,767		$	31,051		$	26,318		$	4,733
Interest expense, net and other		14,751			19,378			10,309			9,069
Income taxes		32,200			25,285			21,939			3,346
Depreciation and amortization		54,966			59,492			50,573			8,919
EBITDA		153,684			135,206			109,139			26,067
Loss on early extinguishment of debt		—			38,272			38,272			—
Impairment, restructuring		1,752			—			—			—
Changes in assets and liabilities		47,915			48,177			9,070			39,107
Undistributed earnings (losses) in joint ventures		(785	)		70			(20	)		90
Non-cash stock compensation expense		233			986			65			921
Deferred income taxes		29,922			12,927			7,371			5,556
Interest expense, net and other income		(14,751	)		(19,378	)		(10,309	)		(9,069	)
Income tax expense		(32,200	)		(25,285	)		(21,939	)		(3,346	)
Net cash provided by operating activities	$	185,770		$	190,975		$	131,649		$	59,326

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        The following table presents selected data from our condensed consolidated statement of cash flows (in thousands):

							Predecessor			Successor
	Nine months ended September 30, 2003			Combined nine months ended September 30, 2004			For the period January 1, 2004 through August 20, 2004			For the period August 21, 2004 through September 30, 2004
Net cash provided by operating activities	$	185,770		$	190,975		$	131,649		$	59,326
Net cash used by investing activities		(61,478	)		(57,544	)		(50,339	)		(7,205	)
Net cash provided/(used) by financing activities		(73,899	)		(191,019	)		4,143			(195,162	)
Net increase (decrease) in cash and equivalents		50,393			(57,588	)		85,453			(143,041	)
Cash and equivalents at beginning of period		75,029			124,514			124,514			209,967
Cash and equivalents at end of period	$	125,422			66,926		$	209,967		$	66,926

2003 Compared to 2002

        The following table outlines for the periods indicated, selected data as a percentage of net sales.

	Year Ended December 31,
	2001		2002		2003
Product revenues	55.3	%	55.8	%	61.4	%
Service revenues	44.7	%	44.2	%	38.6	%
Total revenues	100.0	%	100.0	%	100.0	%
Cost of product	50.9	%	51.5	%	56.5	%
Costs of services:
Field compensation and benefits	20.9	%	20.5	%	18.1	%
Other field costs	12.8	%	12.8	%	11.2	%
Depreciation and amortization	3.0	%	2.9	%	2.6	%
Total costs of services	36.7	%	36.2	%	31.9	%
Total costs of product and services	87.6	%	87.7	%	88.4	%
General and administrative expense	3.9	%	3.8	%	3.5	%
Impairment, restructuring and other charges, net	0.4	%	9.1	%	0.1	%
Depreciation and amortization	1.7	%	1.5	%	1.1	%
Income (loss) from operations	6.4	%	(2.1	)%	6.9	%
Other income (expenses):
Interest expense	(1.5	)%	(1.3	)%	(1.0	)%
Other income	—		—		—
Loss on early extinguishment of debt	—		(0.8	)%	—
Income (loss) before income taxes	4.9	%	(4.2	)%	5.9	%
Income tax (provision)/benefit	(1.9	)%	1.4	%	(2.3	)%
Net income (loss) and comprehensive income (loss)	3.0	%	(2.8	)%	3.6	%

        Revenue.    Revenue increased from $1,648.9 million in 2002 to $1,965.7 million in 2003, an increase of $316.8 million, or 19.2%. Product revenues increased from $919.7 million in 2002 to $1,204.7 million in 2003, an increase of $285.0 million, or 31.0%. Service revenues increased from $729.2 million in 2002

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to $761.1 million in 2003, an increase of $31.8 million, or 4.4%. Revenue growth was primarily caused by increases in product revenues and the addition of physicians.

        We retain all the amounts we collect in respect of practice receivables. On a monthly basis, we calculate what portion of revenues our practices are entitled to retain by subtracting our accrued fees and accrued practice expenses from accrued revenues. We pay practices this remainder in cash, which they use primarily for physician compensation. These amounts we remit to physician groups are excluded from our revenue, since they are not part of our fees. By paying physicians on a cash basis for accrued amounts, we finance their working capital.

        The following tables show revenue by segment for the year ended December 31, 2002 and 2003 (in thousands):

Revenue by Segment

	Year Ended December 31, 2002		Year Ended December 31, 2003
Medical oncology	$	1,382,412	$	1,683,854
Cancer center services		208,195		224,136
Other		58,294		57,735
	$	1,648,901	$	1,965,725

        Medical oncology revenue increased from $1,382.4 million in 2002 to $1,683.9 million in 2003, an increase of 21.8%. The increase in medical oncology revenue is attributable to an increase in pharmaceutical revenue as well as the addition of 124 physicians. Medical oncology revenue includes all of our product revenue, as well as revenues for services in support of medical oncology operations.

        Cancer center revenue increased from $208.2 million to $224.1 million, an increase of 7.7%. Cancer center revenue increased as a result of the addition of 23 IMRTs, the opening of four cancer centers and an increase in PET scans of 56.9% over the prior year. Growth of the cancer center revenue was partially offset by the closing of one cancer center in 2003 and two cancer centers in 2002. Radiation treatments per day decreased from 2,592 to 2,538, while same store radiation treatments per day increased from 2,496 to 2,502.

        PET scans increased from 12,777 in 2002 to 20,052 in 2003, an increase of 56.9%, which was attributable to an increase in same-facility PET scans per day of 29.1% and the addition of four PET systems during 2002 and five during 2003.

        Medicare is the practices' largest payor. During 2003, approximately 41% and 3% of the revenue of affiliated practices under the PPM model was derived from Medicare and Medicaid payments, respectively, and 41% and 2%, respectively, was so derived in the previous year. This percentage varies among practices. Medicare and Medicaid generally reimburse at lower rates than commercial payors, so percentage for Medicaid increase adversely affects our margins. No other single payor accounted for more than 10% of our revenues in 2003 and 2002.

        Texas Oncology, P.A., an oncology practice with locations throughout Texas affiliated under the earnings model, is our largest oncology group, accounting for approximately 24% of our revenue in 2003 and 2002. No other practice accounts for more than 10% of our revenue.

        Cost of Products.    Cost of products, which includes the cost of drugs, medications and related supplies used by the practices, as well as certain personnel and other drug-related costs, increased from $850.2 million in 2002 to $1,113.8 million in 2003, an increase of $263.6 million, or 31.0%. As a percentage of revenue, cost of products increased from 51.6% in 2002 to 56.7% in 2003. The increase

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was primarily attributable to an increase in the percentage of our revenue attributable to pharmaceuticals as a result of increased use of supportive care drugs and utilization of more expensive chemotherapy agents. Such increases were partially offset by more favorable drug pricing with respect to certain drugs.

        As long as pharmaceuticals continue to become a larger part of our revenue mix as a result of changing usage patterns (rather than growth of our business), we believe that our overall margins will continue to be adversely impacted. In addition, the pharmacy service line is a lower margin business than our PPM model. We believe the service line model reduces risk in certain respects, since our compensation is not directly based on physician reimbursement and capital requirements are lower. However, to the extent we add additional service line practices under the pharmacy service line, we would expect our overall margins to be adversely impacted.

        The Medicare Modernization Act is expected to lower pharmaceutical margins. The new reimbursement methodology under the act may also make certain of our strategies, such as obtaining favorable pricing from pharmaceutical manufacturers, more difficult to sustain.

        Cost of Services.    Our cost of services in the field increased as a result of expansion of services and inflation, partially offset by our efficiency enhancements. In addition, field compensation and benefits costs have risen as a result of increases in compensation rates to address shortages of certain key personnel such as oncology nurses and radiation and radiology physicists, dosimetrists and technicians. We expect this shortage will continue to make recruitment efforts difficult and make it difficult for us to contain these costs in the future. These other costs decreased as a percentage of revenue because revenues (and expenses) attributable to pharmaceuticals are increasing at a more rapid rate than these expenses and other aspects of our business. However, we have been successful at controlling overall non-drug costs. Expenses other than pharmaceuticals and supplies as a percentage of revenue decreased from 40.5% in 2002 to 35.6% in 2003 as a result of our cost containment efforts both in the field and at the corporate level.

        General and Administrative.    General and administrative expenses increased from $63.2 million in 2002 to $68.4 million in 2003, an increase of $5.2 million, or 8.2%. We incurred strategic planning and lobbying costs of approximately $2.1 million in 2003 in connection with the Medicare legislation. We anticipate incurring additional general and administrative costs during early 2004, as we add additional resources in our sales and marketing areas to strengthen our business development. As a percentage of revenue, general and administrative costs decreased from 3.8% in 2002 to 3.5% in 2003.

        The table below presents information about reported segments for the years ended December 31, 2002 and 2003 (in thousands):

Year Ended 2002:

	Medical Oncology			Cancer Center Services			Other			Unallocated Corporate Expenses			Total
Product revenue	$	919,662		$	—		$	—		$	—		$	919,662
Service revenue		462,750			208,195			58,294			—			729,239
Total revenue		1,382,412			208,195			58,294			—			1,648,901
Operating expenses		(1,204,072	)		(164,245	)		(50,236	)		(265,420	)		(1,683,973	)
Income (loss) from operations	$	178,340		$	43,950		$	8,058		$	(265,420	)	$	(35,072	)

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Year Ended 2003:

	Medical Oncology			Cancer Center Services			Other			Unallocated Corporate Expenses			Total
Product revenue	$	1,204,673		$	—		$	—		$	—		$	1,204,673
Service revenue		479,181			224,136			57,735			—			761,052
Total revenue		1,683,854			224,136			57,735			—			1,965,725
Operating expenses		(1,483,215	)		(182,894	)		(50,259	)		(114,916	)		(1,831,284	)
Income (loss) from operations	$	200,639		$	41,242		$	7,476		$	(114,916	)	$	134,441

        All product revenue is included in the Medical Oncology segment.

        Impairment, Restructuring and Other Charges.    During 2003, we recognized restructuring and other charges of $1.7 million, net; during 2002, we recognized impairment, restructuring and other charges of $150.1 million, net; and during 2001 we recognized impairment, restructuring and other charges of $5.9 million, net, as follows (in thousands):

	Year Ended December 31,
	2001			2002		2003
Impairment charges	$	(3,376	)	$	135,147	$	—
Restructuring charges		5,868			3,825		900
Other charges		3,376			11,088		752
Total	$	5,868		$	150,060	$	1,652

        The following is a detailed description of the charges during 2003, 2002 and 2001 (in thousands):

		Year Ended December 31,
		2001			2002			2003
Impairment charges
	Write off of service agreements	$	—		$	113,197		$	—
	Impairment of cancer center fixed assets		—			27,603			—
	Gain on sale of practice assets		(3,376	)		(5,653	)		—
Restructuring charges
	Personnel reduction costs		3,113			2,381			900
	Consulting costs for implementing service line		300			1,444			—
	Closure of facilities		2,455			—			—
	Other charges
	Write off of an affiliate receivable		—			11,088			—
	Practice accounts receivable and fixed asset write off		1,925			—			—
Other			1,451			—			752
		$	5,868		$	150,060		$	1,652

        Impairment Charges.    During 2002, we recognized (a) a non-cash pre-tax charge of $5.2 million in the fourth quarter related to impairment of a service agreement under which we had significantly reduced the scope of our services during the year, based upon our analysis of future cash flows under likely future scenarios for that agreement; (b) a non-cash, pre-tax charge of $68.3 million during the third quarter of 2002 comprising (i) a $13.0 million charge related to a PPM service agreement that was terminated in connection with conversion to the service line model, (ii) a $51.0 million charge related to three net revenue model service agreements that became impaired during that period based

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upon our analysis of projected cash flows under those agreements, taking into account developments in those markets during that period and (iii) a $4.3 million charge related to a group of physicians under a net revenue model service agreement with which we disaffiliated during that period; and (c) a non-cash, pre-tax charge of $39.7 million during the second quarter of 2002 comprising (i) a $33.8 million charge related to a net revenue model service agreement that became impaired during the second quarter based upon our analysis of projected cash flows under that agreement, taking into account developments in that market during the second quarter and (ii) a $5.9 million charge related to two PPM service agreements that were terminated in connection with conversions to the service line model.

        During the fourth quarter of 2002, we recognized a charge of $27.6 million related to impairment of fixed assets. This charge was based on our estimate of future cash flows from our cancer center assets, taking into account developments during the fourth quarter. In assessing likely future performance, we make estimates of the likelihood and impact of possible operational improvements, as well as looking at existing performance. If we have made a determination to dispose of a center, our valuation is based upon the value of that disposition. In making estimates regarding possible improvements in performance, we take into consideration the economic arrangement with the practice, as well as certain qualitative considerations regarding the continued growth prospects of the practice, internal practice management, and our relationship with the practice.

        As part of the introduction of the service line strategy in late 2001, during 2002 we began managing our business through our service lines—Oncology Pharmaceutical Services, Cancer Center Services, Cancer Research Services, and Physician Practice Management. Prior to 2002, we managed our business on a practice-by-practice basis, viewing cancer centers as an integrated part of a long-term PPM relationship. Through our service line initiative, we developed separate management and systems for our service lines, including our cancer center operations. As a result, we commenced segment reporting at the beginning of 2002, and during 2002 assembled management, systems and personnel, both regionally and at the corporate level, to manage that product line independently. During the third and fourth quarter of 2002, we began to monitor the financial performance of each cancer center individually.

        Our improved product line financial reporting, combined with the detailed financial monitoring of each cancer center, provided us with more detailed information and effective analysis in estimating future cash flows for each cancer center. This analysis and information was used in our assessment of the cancer center fixed assets described above.

        All of the impaired assets were developed for practices managed under the net revenue model at the outset of their development. The revenue model did not properly align incentives or encourage cost control and caused several centers constructed under that model to have higher cost structures than our other centers. During 2002, as groups that had converted to the earnings model continued to analyze their cost structures in more detail, and as management provided financial analyses of individual centers, some practices voiced concern regarding financial performance of these centers.

        During the fourth quarter of 2002, we determined to close certain centers and came to an agreement with some of those practices as to how costs of certain underperforming centers would be allocated. We will, from time to time, take actions or make adjustments to our agreements with practices that result in what we believe to be short-term adverse impact to us, in order to enhance long-term value.

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        The $27.6 million fixed asset charge during the fourth quarter of 2002 was based upon our determination that, as a result of transitional activity during that quarter, assets relating to 16 of our 79 cancer centers had become partially impaired. A summary of the activity involved is as follows:

•

$8.1 million relates to eight cancer centers that became impaired during the fourth quarter of 2002 based upon our decision to close or dispose of such centers, comprising (i) two cancer centers we sold, one we leased to a departing physician, one we closed, and two we agreed to close and replace for a practice that in part converted to the earnings model and in part disaffiliated in the first quarter of 2003; (ii) one cancer center we determined to sell during the fourth quarter of 2002 and sold in the second quarter of 2003 in connection with the anticipated departure of radiation oncologists from a group, the remainder of which converted to the service line in the first half of 2003; and (iii) one cancer center we closed as part of a consolidation of services within one market.



•

$14.1 million relates to five cancer centers used by groups that had converted to the earnings model. The centers became impaired as a result of our ongoing discussions with physician practices during the latter part of 2002 regarding underperforming centers. In some of these discussions we have agreed to assume greater liability for underperforming assets or for cancer center closures. Three of these centers were opened during 2001, and we generally cannot fully assess the long-term value of a center until after a "ramp-up" period of 12 to 18 months.



•

$5.4 million relates to three cancer centers that became impaired during the fourth quarter of 2002, comprising (i) one center in which we determined that our relationship with the practice, as well as the announced departure of several physicians from that practice, meant improvement in substandard performance was unlikely and (ii) two centers in which management had determined that its remedial actions taken since opening had been ineffective and additional remedial actions were unlikely to improve performance.

        The $5.6 million net gain on sale of practice assets during 2002 consisted of a $3.6 million net gain on sale of practice assets during the third quarter and a $2.0 million net gain on assets sold in the second quarter. The third quarter gain comprised (a) net proceeds of $4.9 million paid by converting and disaffiliating physicians partially offset by (b) a $0.3 million net loss on working capital assets and a $1.1 million net charge arising from our accelerating consideration that would have been due to physicians in the future in connection with those transactions. The second quarter gain arose when we terminated a service agreement as it related to certain radiology sites and sold the related assets, including the right to future revenues attributable to radiology technical fee revenue at those sites, in exchange for delivery to us of 1.1 million shares of our common stock. In connection with that sale, we also recognized a write-off of a receivable of $0.6 million due from the physicians and made a cash payment to the buyer of $0.6 million to reflect purchase price adjustments during the third quarter. The transaction resulted in a $3.9 million gain based on the market price of our common stock as of the date of the termination. This gain was partially offset by a $1.9 million net impairment of working capital assets relating to service line conversions, disaffiliations and potential disaffiliations.

        In the fourth quarter of 2001, we recorded a net gain on separation of $3.4 million, pre-tax, on the termination of certain service agreements and related assets. Included in this net gain is approximately $9.0 million arising from final settlements with several practices with which we terminated our relationships during 2000 where the ultimate settlements were more beneficial to us than we estimated and resulted in our recognizing in the fourth quarter of 2001 the forgiveness of $1.5 million in notes payable by us to physicians, the waiver by the physicians of their rights to receive $1.2 million of our common stock previously recognized by us as an obligation when we affiliated with the physicians, and additional consideration received by us in connection with the terminations of $6.3 million in excess of the carrying value of the net assets of the terminated practices, less a charge of $5.6 million recognized during the fourth quarter of 2001 for the difference between the carrying value of certain assets and the amount we expected to realize upon those assets, as determined in the fourth quarter of 2001.

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        Restructuring Charges.    During the fourth quarter of 2003, we recognized restructuring charges of $0.9 million relating to personnel reductions, of which $0.6 million was paid in 2003.

        In connection with our focus on internal operations and cost structure, management commenced in 2002 an initiative to further centralize certain accounting and financial reporting functions at our corporate headquarters in Houston, Texas, resulting in charges for personnel reduction costs of $2.4 million in 2002, all of which was paid in 2002. During 2002, we also recognized restructuring charges of $1.4 million in consulting fees related to introduction of the service line model.

        During the first quarter of 2001, we announced plans to reduce overhead costs and recognized pre-tax restructuring charges of $5.9 million, consisting of (i) a $3.1 million charge relating to the elimination of approximately 50 personnel positions, (ii) a $2.5 million charge for remaining lease obligations and related improvements at sites we decided to close and (iii) a $0.3 million charge relating to abandoned software applications. As of December 31, 2003, as a result of payments of $0.6 million during 2003, an accrual of $0.3 million out of the charge for remaining lease obligations remained.

        Other Charges.    During 2003, we recognized a net charge of $0.8 million consisting of a $1.8 million loss on the sale of a cancer center partially offset by a gain of $1.0 million relating to lower than expected losses resulting from the bankruptcy of one of our insurance carriers.

        During the third quarter of 2002, we recognized an $11.1 million write-off of an $11.1 million receivable due to us from one of our affiliated practices. In the course of our PPM activities, we advance amounts to physician groups and retain fees based upon our estimates of practice performance. Subsequent events and related adjustments may result in the creation of a receivable with respect to certain amounts advanced. During the third quarter of 2002, we made the determination that such amounts owed by physician practices to us had become uncollectible due to, among other things, the age of the receivable and circumstances relating to practice operations.

        In the fourth quarter of 2001, we recognized unusual charges including: (i) $1.9 million of practice accounts receivable and fixed asset write-off, (ii) a $1.0 million charge related to our estimated exposure to losses under an insurance policy where the insurer had become insolvent (see note 12 to our audited consolidated financial statements included elsewhere in this prospectus) and (iii) $0.5 million of consulting costs incurred in connection with development of our service line structure. The negative impact of these charges was wholly offset by the net gain on separation of $3.4 million we recognized during the fourth quarter of 2001, which is discussed above under "—Impairment Charges."

        In the fourth quarter of 2000, we recognized a charge of $2.6 million related to abandonment of leased and owned facilities for remaining lease obligations and the difference in the net book value of the owned real estate and its expected fair value, of which $577,000 remained as an accrual at December 31, 2003. Payments of $211,000 were made during 2003 relating to this accrual. In addition, during 2000 we had recognized a charge of $400,000 related to executive severance, none of which remained at December 31, 2003. We paid $197,000 in respect of this charge in 2003.

        Interest.    Net interest expense decreased from $21.3 million in 2002 to $19.5 million in 2003, a decrease of $1.8 million or 8.4%. As a percentage of revenue, net interest expense decreased from 1.3% in 2002 to 1.0% in 2003. On February 1, 2002, we refinanced our indebtedness by issuing $175 million in 9.625% Senior Subordinated Notes due 2012, repaying in full our existing Senior Secured Notes due 2006 and terminating our existing credit facility. Our previously existing $100 million senior secured notes bore interest at a fixed rate of 8.42% and would have required a $20 million repayment of principal in each of the years 2002 through 2006. Higher levels of debt during 2002, as compared to 2003, contributed to the decrease in interest expense.

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        Income Taxes.    For 2003, we recognized a tax provision of $44.3 million, resulting in an effective tax rate of 38.5% compared to a tax benefit of $24.1 million in 2002, resulting in an effective tax rate of 34.4% for the same prior year period. The tax benefit is a result of the impairment and restructuring charges discussed above. The effective tax rate in 2002 reflects management's estimate of the limited extent to which we will be able to deduct the impairment, restructuring and other charges at the state level.

        Loss on Early Extinguishment of Debt.    During the first quarter of 2002, we recorded a loss of $13.6 million, before income taxes of $5.2 million, in connection with the early extinguishment of our $100 million Senior Secured Notes due 2006 and our prior credit facility. The loss consisted of payment of a prepayment penalty of $11.7 million on the Senior Secured Notes and a write-off of unamortized deferred financing costs of $1.9 million related to the terminated debt agreements.

        Net Income (Net Loss).    Net income increased from a loss of $(45.9) million, or $(0.47) per diluted share, in 2002 to net income of $70.7 million, or $0.77 per share, in 2003, an increase of $116.6 million. Included in net income for 2002 are pre-tax impairment, restructuring and other charges of $150.1 million and a pre-tax loss on early extinguishment of debt of $13.6 million.

2002 Compared to 2001

        Revenue.    Revenue increased from $1,515.4 million in 2001 to $1,648.9 million in 2002, an increase of $133.5 million, or 8.8%. Product revenue increased from $833.1 million in 2001 to $919.7 million in 2002, an increase of $86.5 million, or 10.4%. Service revenue increased from $682.3 million in 2001 to $729.2 million in 2002, an increase of $45.9 million or 6.9%. Revenue growth was primarily attributable to increased utilization of more expensive chemotherapy agents and additional supportive care drugs, rather than increased patient volume. During 2002, medical oncology visits decreased 0.2% over the prior year. In the cancer center services segment, revenues declined. In January 2002, Medicare implemented reductions in reimbursement for radiation therapy that impacted Medicare radiation reimbursement by approximately 9%, and certain commercial payors made similar reductions, which reductions were not fully offset by volume increases. Also, we disaffiliated from a radiation oncology facility during the third quarter and sold technical assets with respect to certain technical radiology revenues during the second quarter. Revenues related to PET systems and diagnostic CT imaging increased.

        PET scans increased from 6,396 in 2001 to 12,777 in 2002, an increase of 6,381 or 99.8%. The increase in the number of PET scans is attributable to our opening four PET systems since January 1, 2002, as well as growth of 34.6% in the number of treatments on the twelve PET systems that were operational during 2001.

        Since we did not commence segment reporting until 2002, no segment information is available for 2001 and we have not, therefore, included any segment discussion in our comparison of 2002 to 2001. Please refer to the foregoing comparison of 2003 and 2002 for segment information.

        During 2002, five net revenue model practices accounting for 6.9% of our revenue for 2002 converted to the earnings model. In addition, during 2002 we transitioned three PPM practices from the earnings model to the service line structure and commenced operations at four new practices under the service line structure. Also, during 2002, we disaffiliated with four practices consisting of a total of 23 physicians, which had been operating under the net revenue model. These practices represented 3.7% of our revenue in 2002.

        Medicare and Medicaid are the practices' largest payors. During 2002, approximately 41% and 2% respectively of affiliated PPM practices' net patient revenue was derived from Medicare and Medicaid payments and 38% and 2% respectively was so derived in the previous year. This percentage varies among practices. Medicare and Medicaid generally reimburse at lower rates than commercial payors, so

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this percentage increase adversely affects our margins. No other single payor accounted for more than 10% of our revenues in 2002 and 2001.

        Cost of Products.    Cost of products, which includes drugs, medications and other related supplies used by the practices, as well as certain pharmaceutical related costs, increased from $771.4 million in 2001 to $850.2 million in 2002, an increase of $78.8 million, or 10.2%. As a percentage of revenue, cost of products increased from 50.9% in 2001 to 51.6% in 2002. The increase was attributable to an increase in the percentage of our revenue attributable to pharmaceuticals as a result of increased use of supportive care drugs and utilization of more expensive chemotherapy agents and to a lesser extent the conversion of three affiliated practices to, and the addition of four practices in new markets under, the service line structure. Such increases were partially offset by more favorable drug pricing with respect to some drugs.

        Field Compensation and Benefits.    Field compensation and benefits, which includes salaries and wages of our field level employees and the practices' employees (other than physicians and employees involved in product sales), increased from $316.8 million in 2001 to $338.4 million in 2002, an increase of $21.6 million or 6.8%. As a percentage of revenue, field compensation and benefits decreased from 20.9% in 2001 to 20.5% in 2002. The decrease as a percentage of revenue is attributable to pharmaceutical revenues increasing at a more rapid rate than compensation and benefits.

        Other Field Costs.    Other field costs, which consist of rent, utilities, repairs and maintenance, insurance and other direct field costs, increased from $193.8 million in 2001 to $210.2 million in 2002, an increase of $16.4 million or 8.5%. As a percentage of revenue, other field costs remained steady at 12.8%.

        General and Administrative.    General and administrative expenses increased from $58.9 million in 2001 to $63.2 million in 2002, an increase of $4.4 million, or 7.4%. In 2002, several new personnel positions have been created to help manage and support our introduction of the service line structure combined with the implementation of our program to provide industry advisory services to pharmaceutical companies and other vendors. We anticipate incurring additional general and administrative costs during early 2003, as we add additional resources in our sales and marketing areas in connection with the foregoing business lines. As a percentage of revenue, general and administrative costs decreased from 3.9% in 2001 to 3.8% in 2002.

        Impairment, Restructuring and Other Charges.    Impairment, restructuring and other charges for 2002 and 2001 are discussed above in the comparison of 2003 and 2002.

        Income Taxes.    For 2002, we recognized a tax benefit of $24.1 million, after loss on early extinguishment of debt, resulting in an effective tax rate of 34.4%, compared to 38.0% for the same prior year period. The tax benefit is a result of the impairment and restructuring charges discussed above. The effective tax rate in 2002 reflects management's estimate of the limited extent to which we will be able to deduct the impairment, restructuring and other charges at the state level.

        Loss on Early Extinguishment of Debt.    During the first quarter of 2002, we recorded a loss on early extinguishment of debt of $13.6 million, before income taxes of $5.2 million, in connection with the early extinguishment of our $100 million Senior Secured Notes due 2006 and our existing credit facility. The loss consisted of payment of a prepayment penalty of $11.7 million on the Senior Secured Notes and a write-off of unamortized deferred financing costs of $1.9 million related to the terminated debt agreements.

        Net Income (Net Loss).    Net income decreased from $46.3 million, or $0.46 per diluted share, in 2001 to a net loss of $(45.9) million, or $(0.47) per share after extraordinary loss, in 2002, a decrease of $92.2 million. Net income as a percentage of revenue changed from 3.0% in 2001 to (2.8)% in 2002.

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Included in net income for 2002 are impairment, restructuring and other charges of $150.1 million and loss on early extinguishment of debt of $8.5 million, net of income taxes.

Liquidity and Capital Resources

Discussion of Cash Flows and Capital Expenditures

        As of September 30, 2004, we had net working capital of $121.9 million, including cash and cash equivalents of $66.9 million. We had current liabilities of $453.9 million, including $10.6 million in current maturities of long-term debt, and $981.3 million of long-term indebtedness. During the combined nine months ended September 30, 2004, we provided $191.0 million in net operating cash flow, invested $57.5 million, and used cash from financing activities in the amount of $191.0 million.

        As of December 31, 2003, we had net working capital of $148.6 million, including cash and cash equivalents of $124.5 million and we had current liabilities of $397.8 million, including $79.7 million in current maturities of long-term debt, and $188.4 million of long-term debt. During 2003, we generated $231.3 million in net operating cash flow, invested $87.6 million, net, and used cash from financing activities in the amount of $94.2 million.

        Cash Flows From Operating Activities.    During the combined nine months ended September 30, 2004, we provided $191.0 million in cash flows from operating activities as compared to $185.8 million in the comparable prior year period. The increase in cash flow is primarily due to a decrease in accounts receivable days, and an increase in accounts payable days as we have renegotiated new terms with certain vendors. Also contributing to this increase is the decrease in tax payments from the prior year.

        During 2003, we generated $231.3 million in cash flows from operating activities as compared to $150.1 million in 2002. The increase in cash flow is attributable to (i) advance purchases of certain pharmaceutical products during 2002 in order to obtain favorable pricing, (ii) differences in timing of recognition of tax benefits associated with our model transitional activity in 2003, and (iii) timing of certain working capital payments. In addition our increase in cash flows is attributable to an increase in amounts due to affiliates arising from the timing of distribution of certain pharmaceutical rebates and payment of certain management fee rebates to physician practices. Such amounts were earned in respect of 2003, but were not paid until 2004. Our accounts receivable days outstanding as of December 31, 2003, decreased to 46 days from 48 days as of December 31, 2002 and from 50 days as of December 31, 2001.

        Cash Flows from Investing Activities.    During the combined nine months ended September 30, 2004 and the nine months ended September 30, 2003, we expended $57.5 million and $63.1 million in capital expenditures, including $42.2 million and $42.1 million on the development and construction of cancer centers, respectively. Maintenance capital expenditures were $15.3 million and $21.0 million for the combined nine months ended September 30, 2004 and the nine months ended September 30, 2003, respectively. For all of 2004, we anticipate expending a total of approximately $30 to $35 million on maintenance capital expenditures and approximately $55 to $60 million on development of new cancer centers and PET installations, which may be acquired pursuant to operating leases or purchased.

        During 2003 and 2002, we expended $89.2 million and $59.1 million in capital expenditures. During 2003 and 2002, we expended $62.4 million and $34.1 million, respectively, on the development and construction of cancer centers and PET systems. Expected capital expenditures on cancer center and PET system development for 2003 are below forecasted amounts due to our focus on transitional activity. Maintenance capital expenditures were $26.8 million and $25.0 million in 2003 and 2002, respectively.

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        Cash Flows from Financing Activities.    During the combined nine months ended September 30, 2004, we used cash from financing activities of $191.0 million as compared to cash used of $73.9 million for the six months ended 2003. The change is primarily due to the purchase of common stock and outstanding options in connection with the Transactions.

        We currently expect that our principal use of funds in the near future will be in connection with our working capital needs, the purchase of medical equipment, investment in information systems and the acquisition or lease of real estate for the development of integrated cancer centers and PET systems. In addition, we anticipate that from time to time our network of affiliated practices will make significant purchases of pharmaceuticals in excess of normal patterns to take advantage of available volume discounts and rebates.

        We intend to fund our ongoing capital and working capital requirements through a combination of cash flows from operations and borrowings under our new $160.0 million revolving credit facility. In connection with the Transactions, we also borrowed $400.0 million of term loans under our senior secured credit facility and issued $300.0 million of senior notes and $275.0 million of senior subordinated notes. We also have the option, subject to certain conditions, to incrementally add additional term loans or revolving commitments of up to $100.0 million. See "Description of Certain Other Indebtedness—Our Senior Secured Credit Facility," "Description of Senior Exchange Notes" and "Description of Senior Subordinated Exchange Notes."

        We anticipate that funds generated by operations and funds available under our new revolving credit facility will be sufficient to meet working capital requirements over the next 12 months. However, in the future, we may have to incur additional debt or issue additional debt or equity securities from time to time. Capital available for healthcare companies, whether raised through the issuance of debt or equity securities, may be limited. As a result, we may be unable to obtain sufficient financing on terms satisfactory to management or at all.

Contractual Obligations

        The following summarizes our contractual cash obligations, excluding interest, and borrowings and repayments of revolving loans under our senior secured credit facility (in millions):

	2004		2005		2006		2007		2008		2009 and After
Obligation(1)
Term loans under our senior secured credit facility	$	3.0	$	4.0	$	4.0	$	4.0	$	4.0	$	381.0
Other indebtedness		2.9		6.1		4.9		1.7		0.1		—
Capital leases		0.2		—		—		—		—		—
Senior notes		—		—		—		—		—		300.0
Senior subordinated notes		—		—		—		—		—		275.0
Total contractual cash obligations	$	6.1	$	10.1	$	8.9	$	5.7	$	4.1	$	956.0

(1)

Table does not include interest expense.

        In addition, we entered into commitments with various construction companies and vendors in connection with the development of cancer centers. As of December 31, 2003 our commitments were approximately $6.4 million under pending construction contracts, which we would expect to pay during 2004, depending on the progress of construction projects. For a further discussion of our commitments and contingencies, see note 12 to our audited consolidated financial statements included elsewhere in this prospectus.

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Off-Balance Sheet Arrangements

        We do not have any off-balance sheet arrangements.

Interest Rate Risk

        We are subject to market risk associated principally with changes in interest rates.

        Historically, interest rate exposure has been principally limited to the amount outstanding under our existing revolving credit facility and our synthetic lease facility.

        Our principal interest rate exposure relates to the term loans outstanding under our senior secured credit facility. We will have approximately $400.0 million of outstanding term loans subject to variable interest rates. Each 1% increase or decrease in the applicable interest rate would change our interest expense by approximately $4.0 million per year. In the future, we may enter into interest rate swaps, involving the exchange of floating for fixed interest payments, to reduce interest rate volatility.

Inflation

        Inflation was not a material factor in either revenue or operating expenses during 2001, 2002 or 2003.

Recent Accounting Pronouncements

        In June 2001, the Financial Accounting Standards Board (FASB) issued SFAS No. 141, "Business Combinations" (FAS 141), which requires that all business combinations be accounted for using the purchase method. In addition, FAS 141 requires that intangible assets be recognized as assets apart from goodwill if certain criteria are met. Our adoption of FAS 141 has not had a material effect on our financial position or operating results.

        In June 2001, the FASB issued FAS 142, which established standards for reporting acquired goodwill and other intangible assets. FAS 142 accounts for goodwill based on the reporting units of the combined entity into which an acquired entity is integrated. In accordance with the statement, (a) goodwill and indefinite lived intangible assets will not be amortized, (b) goodwill will be tested for impairment at least annually at the reporting unit level, (c) intangible assets deemed to have an indefinite life will be tested for impairment at least annually, and (d) the amortization period of intangible assets with finite lives will not be limited to forty years. Goodwill amortization expense for 2001 and 2000 was $0.5 million and $0.7 million, respectively. We implemented FAS 142 in 2002 and ceased amortization of goodwill from acquisitions of businesses under the purchase method of accounting. Implementation of FAS 142 does not result in the elimination of amortization for our service agreement intangible assets because such assets are excluded from the scope of this statement.

        In June 2001, the FASB issued SFAS No. 143, "Accounting for Asset Retirement Obligations" (FAS 143), which addresses accounting and reporting for obligations associated with the retirement of tangible long-lived assets and the associated asset retirement costs. FAS 143 is effective for fiscal years beginning after June 15, 2002. Implementation of this new standard did not impact us.

        In August 2001, the FASB issued SFAS No. 144, "Impairment or Disposal of Long-Lived Assets" (FAS 144), which was effective for fiscal years beginning after December 15, 2001 and was implemented by us on January 1, 2002. The provisions of FAS 144 provide accounting models for impairment of long-lived assets and discontinued operations. Our adoption of FAS 144 has not had a material effect on our financial position or operating results.

        In April 2002, the FASB issued SFAS No. 145, "Reporting Gains and Losses from Extinguishment of Debt" (FAS 145), which rescinded SFAS No. 4, No. 44, and No. 64 and amended SFAS No. 13. The new standard addresses the income statement classification of gains or losses from the extinguishment

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of debt and criteria for classification as extraordinary items. APB No. 30 states that extraordinary items are events and transactions that are distinguished by their unusual nature and by the infrequency of their occurrence. FAS 145 is effective for all fiscal years beginning after May 15, 2002, including all prior year presentations. Upon adoption of FAS 145 in January 2003, we reclassified the $13.6 million extraordinary loss on early extinguishment of debt in the first quarter of 2002 as a separate component of other income (expense) in our consolidated statement of operations and comprehensive income.

        In July 2002, the FASB issued SFAS No. 146, "Accounting for Costs Associated with Exit or Disposal Activities." The statement addresses financial accounting and reporting for costs associated with exit or disposal activities and requires that a liability for such costs be recognized and measured in the period in which a liability is incurred. This statement is effective for all disposals initialized after December 31, 2002 and did not have a material impact on our consolidated financial statements.

        In November 2002, the FASB issued Interpretation No. 45, "Guarantor's Accounting and Disclosure Requirements for Guarantees, Including Indirect Guarantees of Indebtedness of Others" (FIN 45). FIN 45 addresses the disclosures to be made by a guarantor in its financial statements about its obligations under guarantees. In addition, it also clarifies the requirements related to the recognition of a liability by a guarantor at the inception of a guarantee for the obligations the guarantor has undertaken in issuing that guarantee. The initial recognition and measurement provisions of this interpretation are applicable on a prospective basis to guarantees issued or modified after December 31, 2002. The disclosure provisions became effective December 15, 2002 and had no material impact on our consolidated financial statements.

        In December 2002, the FASB issued SFAS No. 148, "Accounting for Stock Based Compensation—Transition and Disclosure" (FAS 148). This statement provides alternative methods of transition for a voluntary change to the fair value based method of accounting for stock based employee compensation. In addition, this statement amends the disclosure requirements of SFAS 123 to require prominent disclosures in both annual and interim financial statements about the method of accounting for stock based employee compensation and the effect of the method used on reported results. We have elected to continue to apply APB Opinion 25, "Accounting for Stock Issued to Employees," and related interpretations in accounting for stock options, and the disclosures required by FAS 123 and FAS 148 are included in Notes 1 and 9 to our consolidated financial statements.

        In January 2003, the FASB issued Interpretation No. 46 (FIN 46), "Consolidation of Variable Interest Entities." It requires that the assets, liabilities and results of the activity of variable interest entities be consolidated into the financial statements of the company that has controlling financial interest. It also provides the framework for determining whether a variable interest entity should be consolidated based on voting interest or significant financial support provided to it. Additionally, in December 2003, the FASB released a revised version of FIN 46 (FIN 46R) clarifying certain aspects of FIN 46 and providing certain entities with exemptions from the requirements of FIN 46. The adoption of FIN 46R in January 2004 did not impact our financial position, results of operations or cash flows for the period of January 1, 2004 through August 20, 2004 or the period of August 21, 2004 through September 30, 2004.

        In March 2004, the SEC released Staff Accounting Bulletin No. 105, "Application of Accounting Principles to Loan Commitments" (SAB 105). SAB 105 is a compilation of the SEC staff's views on the treatment of loan commitments that are accounted for as derivative instruments. The adoption of SAB 105 did not have a material impact on us.

        In April 2003, the FASB issued SFAS No. 149, "Amendment of Statement No. 133 on Derivative Instruments and Hedging Activities." This statement amends and clarifies financial accounting and reporting for derivative instruments embedded in other contracts and for hedging activities under SFAS No. 133, "Accounting for Derivative Instruments and Hedging Activities." This statement is effective for

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contracts entered into or modified after June 30, 2003 and did not have a material impact on our consolidated financial statements.

        In May 2003, the FASB issued SFAS No. 150, "Accounting for Certain Financial Instruments with Characteristics of both Liabilities and Equity" (FAS 150). This statement establishes standards for how an issuer classifies and measures certain financial instruments with characteristics of both liabilities and equity. FAS No. 150 is effective for financial instruments entered into or modified after May 31, 2003, and otherwise is effective at the beginning of the first interim period beginning after June 15, 2003 (our quarter ended September 30, 2003) with the exception of an indefinite deferral relating to application to limited life entities. We do not expect the implementation of FAS No. 150 to have a material impact on our financial condition, results of operations or cash flows.

        In December 2003, the SEC released Staff Accounting Bulletin No. 104 (SAB 104), "Revenue Recognition." SAB 104 clarifies existing guidance regarding revenues for contracts that contain multiple deliverables to make it consistent with Emerging Issues Task Force No. 00-21. The adoption of SAB 104 did not have a material impact on our financial position or results of operations.

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BUSINESS

General

        We are a leading national cancer care services company. We support the cancer care community by managing the practices of physicians who provide medical oncology services and by providing cancer center services and cancer research services. Our network of over 940 affiliated physicians provides care to patients in over 500 locations, including 82 outpatient cancer centers with 47 licensed pharmacies, across 32 states. In providing our services, we operate 107 linear accelerators, 56 CT units and 26 PET systems, including 10 mobile PET systems. We estimate that in 2003 our affiliated physicians provided care to over 500,000 patients, including approximately 190,000 new patients.

        We believe that our network of affiliated practices treats more cancer patients than any other for-profit cancer care network in the United States and our affiliated practices hold significant leadership positions within several regional markets in the nation. We have built a leading franchise within the cancer care market by providing our affiliated physicians with community based access to advanced cancer therapeutics, state-of-the-art facilities and technologies, and the largest integrated cancer research platform in the country. We are not a direct provider of medical services, but rather our affiliated practices offer comprehensive medical services to cancer patients, integrating the specialties of medical and gynecologic oncology, hematology, radiation oncology, diagnostic radiology and blood and marrow stem cell transplantation.

        Our network's community based focus assists our affiliated physicians in locally providing the latest advances in therapies, research, and technology to patients, often within a single outpatient setting. As a result, patients are often able to access high quality treatment with the least amount of disruption to their daily lives. In addition, our nationwide presence enables us to rapidly implement best practices and share new discoveries with our affiliated practices. Furthermore, our network's size affords competitive advantages in areas such as purchasing, recruiting, information systems, access to clinical research, and leading edge technology.

Industry Overview and Trends

        The provision of cancer care is a large and growing market. Cancer is the second leading cause of death in the United States. More than 1,500 Americans die each day from this disease—approximately one out of every four deaths in this country. Since 1990, more than 18 million new cancer cases have been diagnosed, and the American Cancer Society estimates that approximately 1.4 million new cancer cases will be diagnosed in the United States during 2004. Center for Disease Control statistics suggest that approximately one in two men and one in three women in the United States will develop cancer at some point during their lifetime.

        The National Cancer Institute estimated that approximately 9.6 million Americans with a history of cancer were alive in January 2000. As diagnostic technology improves and more treatment options become available, survival rates are improving. Improved survival rates lengthen the course of treatment, increasing demand for cancer care services.

        Cancer continues to be a heavy financial burden to society. The National Institutes of Health estimates that overall costs in the United States for cancer in the year 2003 were $189.5 billion, including $64.2 billion in direct medical costs. As new oncology pharmaceuticals and supportive care drugs are introduced into the marketplace, the costs of treating cancer patients continue to rise.

        We believe that several factors will result in the expansion of the cancer care market in the United States:

•

the aging of Americans should result in more incidences of cancer as cancer is more prevalent in older people;

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•

the development of new diagnostic methods and prescreening campaigns should detect many cancers much earlier than in the past, thus potentially prolonging treatment periods and improving recovery rates; and



•

the development of new methods of treatment, particularly biologically based treatments, could further improve survival rates, thus extending the course of treatment for many cancers.

        In December 2003, the federal government passed into law the Medicare Modernization Act. This Act significantly reduces levels of Medicare reimbursement for oncology drugs administered in the physician office setting. Under the new law, Medicare reimbursement for most drugs used in the treatment of cancer has been reduced in 2004 from 95 percent of AWP to 85 percent of AWP (determined as of April 1, 2003), with certain drugs reimbursed at levels as low as 80 percent of AWP. Starting in 2005, reimbursement will be based upon the manufacturer's ASP, and set at 106 percent of ASP, which we believe will generally reduce reimbursement for most oncology drugs.

        Pursuant to the law, the amount paid by Medicare to oncologists for drug administration services was increased over the 2003 amount by an aggregate of $510 million in 2004. This increase over 2003 will decline to $26 million in 2005. During 2005, the decline in oncology reimbursement will be partially offset by a one-year payment increase for certain data relating to symptom management for cancer patients that is projected to add an aggregate of $262 million in Medicare payments to oncologists. We do not expect this additional amount to be available in 2006 and beyond.

        Application of the 2005 and 2006 Medicare reimbursement rates for drugs and the increased amounts to be paid for drug administration services (each calculated based on our internal estimates) to our historical results of operations for 2004 would reduce, on a pro forma basis, each of our net revenue and net operating income for 2004 by approximately $30 million to $35 million for 2005 and by approximately $40 million to $45 million for 2006. To arrive at those results, we mathematically applied those 2005 and 2006 rates to our net revenue for 2004 and made no other adjustment to our historical results. This pro forma financial information is for illustrative purposes only, and we do not believe the information is indicative of future results. See "Risk Factors—Risks Relating to Our Industry" and "Government Regulation." We believe that this financial impact on oncologists generally will make efficiencies in practice management and diversification beyond medical oncology increasingly important to oncologists, and we believe that our services offer oncologists the means to achieve such efficiency and diversification.

Our Competitive Strengths

        We believe that we are well positioned to take advantage of industry trends and believe that our strong competitive position is attributable to a number of factors, including the following:

        National Scale with Local Density.    We believe that our experience and size position us as a national leader within the oncology pharmaceutical management, outpatient cancer center and cancer research markets. Our national scale affords us increased leverage when negotiating prices for pharmaceuticals to be purchased by our affiliated practices, which are the largest expense of an oncology practice. We negotiate directly with the specific manufacturer for our pharmaceutical products and are often able to garner discounts to prices typically available in the market. Furthermore, our large patient base is valued by pharmaceutical companies as they undertake clinical trials. Access to state of the art clinical trials is viewed favorably by our physician base and increases the treatment options available to our patients. In addition to our national scale we also have local density due to our strong market position in most of the markets we serve. This local density provides the critical mass of physicians necessary to successfully integrate a variety of cancer care services under one roof, which diversifies our revenue base and increases the level of patient satisfaction through the treatment process. We believe that our local density also creates significant barriers to entry and together with

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our practices' ability to offer a wide range of services and choice of physicians to patients, assists our practices in negotiating contracts with managed care organizations.

        Strength of Physician Network.    We believe that we offer a compelling value proposition to oncologists. We have built a unique health care network dedicated exclusively to cancer treatment and characterized by strong relationships with over 940 affiliated physicians. We believe the strength of our network is directly related to the quality of services we provide, our ability to reduce costs due to the economies of scale inherent within our network and the benefits of membership in a national network. Our physician network has grown every year since our founding in 1992.

        Oncology Pharmaceutical Management Expertise.    Pharmaceutical management has historically been a significant focus of our operations. In addition to obtaining favorable pricing terms for pharmaceuticals, we also provide physicians with critical services to help them manage the complexities of operating a medical oncology practice. Through on-site pharmacists and national programs we are able to offer advice to practices on reducing waste, enhancing charge capture and improving reimbursement for pharmaceuticals. We also offer physicians detailed financial analysis of complex chemotherapy regimens. In addition, our network has formed a pharmacy and therapeutics committee, which evaluates new drugs and new indications for drugs on a national basis, and makes recommendations to our affiliated practices regarding therapeutic interchangeability and other issues. Our network structure also enables us to effectively communicate the details and structure of our arrangements with pharmaceutical manufacturers and enhance purchasing contract compliance. Our purchasing power and extensive physician network gives us significant leverage when negotiating prices with pharmaceutical companies, enabling us to help contain oncology drug costs for our affiliated practices. In addition, we believe that we have acquired the necessary expertise and scale to offer these services to oncology practices outside of our existing network through our service line model.

        Modern Cancer Center Facilities.    We currently manage 82 integrated community based cancer centers located in urban, suburban, and rural settings with an installed base of 107 linear accelerators, 56 CT units, and 26 PET systems, including 10 mobile PET systems. Of the cancer centers, 36 have IMRT capability. We believe that our cancer centers are among the most advanced in the industry, due in part to the significant resources we have invested to replace and upgrade existing systems. These centers enable our affiliated physicians to profitably employ sophisticated cancer diagnostic and treatment technologies in local communities.

        Broad Range of Valued Services.    We offer a comprehensive range of services to oncologists across the country, allowing them to provide their patients with a full spectrum of diagnostic and treatment options. We believe that we are positioned to support physicians in virtually all of the various components of cancer care, including pharmaceutical management, the development and management of community based outpatient facilities, access to new technologies and leading edge clinical research. We believe that our wide-ranging capabilities differentiate us from other companies in the cancer care market, while providing us with multiple revenue streams from our customer base.

        Stable Cash Flow Generation.    Our leadership in the cancer care market has allowed us to generate strong and stable operating cash flows. During the combined nine month period ended September 30, 2004, we generated cash flow from operating activities of $191.0 million. Provision of cancer care services provides stable cash flows as the demand for these services is driven by increasing diagnoses of cancer in an aging population, as well as advancements in treatments which prolong treatment periods and increase recovery rates. We believe our strong cash flow strengthens our ability to fund growth initiatives, including the development of cancer centers, which we believe enhances our competitiveness.

        Favorable Industry Demographics.    The provision of cancer care is a large and growing market. The American Cancer Society estimates that more than 1.4 million people in the United States will be diagnosed with cancer in 2004. The National Institutes of Health estimates that overall costs for cancer

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in 2003 were $189.5 billion, including $64.2 billion in direct medical costs. We believe that several factors will contribute to the continued expansion of the cancer market, including the increased life expectancy and aging of the American population, which could drive an increase in the incidence of the disease, as well as the advent of new diagnostic and therapeutic technologies that could serve to prolong life expectancy and treatment periods for patients suffering from the disease. We also believe that we will benefit from the migration of cancer care to an outpatient setting, the increased use of pharmaceuticals, radiation, and sophisticated imaging in cancer treatment, and increased cancer research.

        Experienced and Incentivized Management Team with Strong Equity Sponsorship.    Our management team has extensive health care experience and tenure with us. Our current Chairman of the Board of Directors and Chief Executive Officer, R. Dale Ross, has led our growth since our incorporation in 1992. Under his management, our annual revenues have grown from inception to approximately $1.7 billion for the combined nine month period ended September 30, 2004. Our other five executive officers have in excess of a combined 70 years of health care industry experience. In addition, in connection with the Transactions, our parent established a restricted stock and option plan. Under this plan, our management and employees are eligible to receive up to 20% of our parent's common stock.

Our Operations

        Our network of over 940 affiliated physicians provides care to patients in over 500 locations, including 82 outpatient cancer centers with 47 licensed pharmacies, across 32 states. We provide our services through two business models: the PPM model, under which we provide all of our services to an affiliated practice under a single contract with one fee based on overall performance; and the service line model, under which practices contract with us to purchase specific services, each under a separate contract, with a separate fee methodology for each service. Most of our revenues (91.1% during 2003) are derived under the PPM model. Our largest affiliated practice is Texas Oncology, P.A., an oncology practice with more than 80 offices throughout Texas.

        Under most of our PPM agreements, we are compensated under the "earnings model." Under that model, we are reimbursed for all of the expenses that we incur in connection with managing a practice, including rent, pharmaceutical expense and salaries and benefits of non-physician employees of the practices, and are paid an additional fee based upon a percentage of the practice's earnings before income taxes, subject to certain adjustments. During 2003, and the first nine months of 2004, 66.7% and 79.3%, respectively, of our revenue was derived from affiliated practices managed under agreements on the earnings model. The remainder of our PPM agreements are under the net revenue model described below or, in some states, provide for a fixed management fee, regardless of our expenses. Under our PPM model, we own or lease all of the real and personal property used by our affiliated practices. In addition, we generally control and manage all day-to-day non-medical business functions of such practices, while our affiliated physicians control all medical functions.

        To help manage the affairs of our affiliated practices under the PPM model and facilitate communication with our affiliated physicians, we form a policy board in each related local market. Each policy board consists of representatives from the affiliated physician practice and representatives from US Oncology. The board's responsibilities include strategic planning and decision making and preparation of an annual budget. While both the affiliated practice and US Oncology have an equal vote in matters before the policy board, the practice physicians are solely responsible for all medical decisions, including the hiring and firing of physicians. US Oncology is responsible for all purely management decisions, including billing, information systems management and marketing.

        Under our service line agreements, fees include payment for pharmaceuticals and supplies used by the group, reimbursement for certain pharmacy related expenses and payment for the other services we provide. For example, we may receive a percentage of the cost of pharmaceuticals purchased by a

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practice or a fee for mixing pharmaceuticals. Rates for our services typically are based on the level of services required by the practice. Under the service line model, the particular service we provide determines whether or not we own or lease the real and personal property used by our affiliated practices, and which of its functions we control.

Our Services

        Our services enable our network of affiliated physician practices to offer a full continuum of care to cancer patients in outpatient settings, including professional medical services, chemotherapy infusion and radiation oncology services, clinical laboratory services, diagnostic radiology, pharmacy services and patient education. Medical oncologists are typically the primary care physicians for oncology patients. We focus our development efforts on affiliating with the leading medical oncology group in a particular market. We then work to help that group grow by recruiting new physicians and affiliating with other oncologists in the market. Once an oncology group has obtained sufficient size, we encourage that group to take advantage of our cancer center services described below. In addition, we continue to promote cancer research services for all of our practices.

        We organize our services around three distinct business lines: Medical Oncology Services, Cancer Center Services and Cancer Research Services. Each is described below:

Medical Oncology Services.

        We provide comprehensive management services to medical oncologists. These services can be divided into two categories—oncology pharmaceutical services and practice management services.

        Oncology Pharmaceutical Services.    Pharmaceuticals are the central component of medical oncology practices and by far their largest expense. For this reason, we have worked to develop core competencies in purchasing and managing oncology pharmaceuticals for medical oncologists. Central to the pharmaceutical services we provide to medical oncologists is our ability to frequently obtain drug pricing on more favorable terms than would otherwise be available to our affiliated practices. We negotiate all pharmaceuticals purchases directly with drug manufacturers. Because of our significant size and the scale of our network, we generally are able to procure market differentiated pricing on pharmaceutical purchases by our affiliated practices. We have also contracted with National Specialty Services, or NSS, to act as distributor for all the pharmaceutical purchases of our network participants. NSS installs an automated pharmaceutical ordering system at each of our affiliated practices and pharmacies. Upon receipt of orders from our network participants, NSS ships the pharmaceuticals to our affiliated practices and pharmacies.

        The majority of pharmaceuticals we purchase are for use in cancer therapy and are delivered to the affiliated practices or pharmacies, as the case may be, and mixed, when required, by pharmacists or nurses employed by the affiliated practices. To a lesser extent, the pharmaceuticals we purchase are distributed to our network pharmacies and are distributed on an as needed basis for outpatient usage. Our network currently includes 47 licensed pharmacies (located primarily in our cancer centers), 152 pharmacists and 286 pharmacy technicians.

        In addition, we provide comprehensive pharmaceutical services to our affiliated practices in an effort to further enhance cost-effectiveness, including:

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Inventory Management. We track drug usage and waste and develop and implement network-wide protocols and systems designed to enhance drug safety and efficiency.



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Admixture. At some locations, we coordinate comprehensive mixing services for oncology drugs.

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Information Services. We provide data collection and analytical services for use by physicians, pharmaceutical companies and patients, including comprehensive analyses of complex chemotherapy regimens and their toxicity, convenience and cost.



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National Network Participation. We coordinate national meetings and discussions among our affiliated physicians regarding treatment protocols, drug effectiveness and other pharmacy related issues, including support for a network-wide pharmacy and therapeutics committee made up of our affiliated physicians.



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Retail Pharmacy. Where appropriate, we establish, or assist practices in establishing, retail pharmacy locations for oral and other self-administered therapies. The pharmacies serve as the recipients of, and distributors for, the pharmaceuticals used in treating our affiliated practices' patients.

        Practice Management Services.    The second component of our medical oncology offering includes comprehensive practice management services for medical oncologists. These services are designed to encompass all of the non-clinical aspects of running a medical oncology practice and include:

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Billing and Collection. We bill and collect all patient receivables.



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Financial Services. We provide budgeting, accounting, payroll and other services to practices.



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Strategic Planning. We work with practices to set budgets, establish goals and determine strategic direction.



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Systems. We provide and manage information technology systems for practices.



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Personnel Management and Benefits Administration. We hire and administer all non-clinical staff and administer benefits for physicians and employees.



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Compliance and Risk Management. We provide insurance and risk management functions and assist in compliance activities.



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Marketing Support. We provide marketing service and support.



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Managed Care Contracting Support. We assist practices in negotiating and analyzing managed care contracts.



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Public Policy and Patient Advocacy. We provide a voice in Washington for our affiliated practices.

Cancer Center Services.

        We manage 82 outpatient cancer centers. We encourage medical oncology practices with sufficient market presence to diversify into diagnostic radiology and radiation therapy, which can be performed at our cancer centers but not at a typical practice office. We believe that this diversification enables practices to offer a full range of technologies to their patients, such as radiation therapy and diagnostic radiology, as well as enhancing medical oncologists' financial position by mitigating some of their financial exposure to changes in pharmaceutical economics which are the primary driver of practice revenues. We provide the capital for development and manage all aspects of the process in consultation with the practice, from deciding whether and where to build a cancer center, through regulatory and permitting issues, and through construction, development and operations. We believe a fully integrated, diversified practice is best able to offer patients high-quality, cost effective care in their local communities.

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        The steps undertaken in establishing a cancer center includes:

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Market Evaluation. We assess markets, including evaluation of competition, demographic trends, referral patterns and patient base, for both initial construction of centers and expansion of existing centers.



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Pre-Construction Analysis and Planning. We select a site and deal with permitting, zoning and similar requirements. We also coordinate certificate of need or similar approval processes, where necessary, develop a master site plan and provide project cost estimates, financial plans and preliminary staffing and equipment plans.



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Real Property Acquisition. We perform a buy versus lease analysis with respect to potential cancer center sites, and, as appropriate, enter into lease agreements or purchase property for new centers.



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Construction. We coordinate all aspects of the construction, engineering and design of the cancer center.



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Equipment Services. We purchase the equipment and furniture for the center, taking advantage of our network size to obtain favorable pricing. We coordinate installation of the equipment and handle ongoing maintenance and upgrades. We also provide the systems necessary to efficiently integrate equipment, treatment planning and other functions.



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Personnel. We recruit and hire technical and other staff to operate the center, including physicists, dosimetrists, radiation therapists, nurses, social workers, dieticians, secretaries, clerical staff, data managers and research staff. We also provide training on a centralized basis through our national staff.



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Operations. We manage all of the day-to-day operations of the center, including all of the same comprehensive practice management services we provide to medical oncologists more fully described above.

        In some markets, because of particular competitive conditions or as a result of certificate of need or similar regulations, we may determine that a joint venture with another local provider is the best way for us to develop cancer center services. In such cases we facilitate negotiations and structure transactions between ourselves, our affiliated practice and another local healthcare provider, such as a hospital. As of September 30, 2004, we had 82 cancer centers throughout the United States, of which 48 we own, either outright or through our joint ventures, and 34 we lease. We own or lease all of the equipment located in each center.

Cancer Research Services.

        We provide cancer research services to our affiliated practices. We provide a full range of services from study concept and design to regulatory approval. We believe that physicians value this service because it provides them with access to the latest treatments available in oncology. During 2003, our affiliated practice researchers enrolled more than 3,300 new patients in these studies. We currently supervise 275 clinical trials, supported by our network of approximately 670 participating physicians in more than 200 research locations.

        Our revenues come from pharmaceutical and biotechnology firms that pay us to manage and facilitate their clinical trials and to provide other research related services. We pay our affiliated physicians for their participation in clinical trials according to financial arrangements that are separately determined for each trial.

        We manage our overall business according to the business lines described above. Accordingly, we include segment financial information in this prospectus for each of these business segments.

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Equipment

        Diagnostic technology is critical to effective cancer care. Throughout the course of a patient's treatment, monitoring the response to a given treatment and providing precise feedback on its effectiveness help ensure patients receive appropriate care. For these reasons, many of our affiliated practices seek to integrate the latest diagnostic technology into their practices.

        Computerized tomography, also called CT, CT scan and CAT scan, is an X-ray technique that produces more detailed images of internal organs than do conventional X-ray exams. While conventional X-ray exams produce two-dimensional images, CT uses equipment that rotates around the patient's body, combined with powerful computers, to create cross sectional images (like slices) of the inside of a patient's body. Because of this, a CT scan reveals bones and organs with a higher degree of precision than traditional X-ray and is vital to accurately identifying and staging tumors.

        PET is an imaging technique in which a radioactive substance, usually a form of glucose, is injected into a patient's body. As the substance is used by the body's metabolic functions, PET produces images of a patient's biological functions. Unlike X-rays, CTs, ultrasounds and MRIs, PET does not show body structure (anatomy). Instead, PET reveals the chemical function (metabolism) of an organ or tissue. This is an important tool in cancer treatment since often these metabolic changes precede structural changes in the body or development of tumors. PET thus enables physicians in many cases to earlier and more accurately assess the state of the disease and recommend treatment options.

        In addition to diagnostic technologies, we bring the latest in treatment technologies to our practices, including IMRT. IMRT allows radiation oncologists to more precisely target radiation treatments, without harming surrounding healthy tissues. IMRT uses advanced computer technology to more precisely control the shape and intensity of a radiation beam than traditional radiation therapy machines, enhancing the dosage of radiation, while limiting damage to surrounding tissues. In some cases, IMRT allows radiation therapy to be used on certain tumors, such as those around the head, neck and spine, for which radiation treatment would be considered too risky without IMRT.

Competition

        We operate in highly competitive industries. We have existing competitors, as well as a number of potential new competitors, some of whom have greater name recognition and significantly greater financial, technical, marketing and managerial resources than we do. Our competitors generally compete with us on price, in particular the ability to obtain pharmaceuticals at market differentiated pricing. To the extent that competitors are owned by pharmaceutical manufacturers, retail pharmacies, insurance companies, HMOs or hospitals, they may have pricing advantages that are unavailable to us and other independent companies. In addition, we compete with not-for-profit hospitals and other organizations who may also having pricing advantages not available to us.

Pharmaceutical Management.

        The specialty pharmaceutical industry is highly competitive and is undergoing consolidation. The industry is fragmented, with many public and private companies focusing on different product or customer niches. Competitive drivers consist primarily of service and price. We believe that we are unique in our exclusive focus on oncology pharmaceuticals. Some of our current and potential competitors include:

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group purchasing organizations such as International Oncology Network and Oncology Therapeutics Network.



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specialty pharmacy distributors and pharmacy benefit management companies, such as Accredo Health Incorporated, Caremark Rx, Inc., Priority Healthcare Corporation, Medco Health Solutions, Incorporated and Gentiva Health Services, Inc.;

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specialty pharmacy divisions of national wholesale distributors;



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hospital based pharmacies;



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retail pharmacies;



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home infusion therapy companies;



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manufacturers that sell their products both to distributors and directly to users, including clinics and physician offices; and



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hospital based comprehensive cancer care centers and other alternate site healthcare providers.

Outpatient Healthcare Centers.

        Outpatient care is a growing trend, but the sector is highly fragmented. We know of at least one other company that is focused on outpatient radiation oncology centers. Many hospitals and regional medical centers also operate outpatient care centers, offering primary care, urgent care, diagnostic imaging like MRIs and heart scans, minor surgery (known as ambulatory surgery centers or ASCs), and a range of other specialties including oncology. Outpatient care providers compete based on services offered and the availability and price of new technologies. Although fragmented and predominantly locally focused, our strongest competitors are hospitals or joint ventures between hospitals and oncology practices which finance, build and operate comprehensive cancer centers adjacent to a large hospital or as a satellite location within the hospital system. Companies such as SurgiCare, Inc. (for ASCs) and Outpatient Imaging Affiliates, LLC (for diagnostic radiology imaging) also build and operate outpatient care centers, often in partnership with hospitals or HMOs. Some of these companies could attempt to enter or expand their presence in the oncology market.

        With respect to research activities, the contract research organization industry is fragmented, with several hundred small limited service providers and several large full-service contract research organizations with global operations. Contract research organizations compete based on their ability to test significant samples and on the quality of testing that they perform. We compete against large contract research organizations and site management organizations that may have access to more financial resources than we do.

Affiliated Practices.

        Our profitability depends in large part on the continued success of our affiliated practices. The business of providing healthcare services is highly competitive. The affiliated practices face competition from several sources, including sole practitioners, single and multi specialty practices, hospitals and managed care organizations.

Marketing and Development

        Our marketing and development efforts are focused in two areas—development of existing markets and entry into new markets.

        In our existing PPM markets, we assist in development of our practices by facilitating integration of groups within a given market and through our physician recruitment program. As part of our physician recruiting activities, we believe that we have established US Oncology as a nationally recognizable brand at major teaching hospitals throughout the country and that we are uniquely positioned with respect to recruiting newly qualified oncologists who wish to practice in a physician owned community based setting. We have also had success in recruiting established physicians.

        In our existing PPM markets, we also assist practices with marketing their service offerings and informing their local medical communities of new cancer centers or diagnostic and treatment

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modalities. We also assist practices with media communications, advertising and marketing to patients and local physicians.

        With respect to new affiliations, we have a national sales and marketing force that focuses on marketing our pharmaceutical management service line and comprehensive service offering, generally to small and mid-sized medical oncology practices. We market through direct communications with practices, as well as presentations at trade shows and industry meetings. Once we have affiliated with a service line practice, we seek to expand our service offerings to them, with the hope of ultimately transitioning the practice to a full-service model.

Employees

        As of September 30, 2004, we directly employed 3,832 people. As of September 30, 2004, our PPM affiliated practices employed 4,566 people (excluding the affiliated physicians). Under the terms of the service agreements with the affiliated practices, we are responsible for the compensation and benefits of the practices' non-physician medical personnel. No employee of US Oncology or of any affiliated practice is a member of a labor union or subject to a collective bargaining agreement. We consider our relations with our employees to be good.

Intellectual Property

        We have registered the service mark "US Oncology" with the United States Patent and Trademark Office. Other than the use of such mark, however, our business generally is not dependent upon any intellectual property and as a result, we do not rely on patents or licensed technology in operating our business.

Properties

        We lease our corporate headquarters in Houston, Texas. We or the affiliated practices own, lease or sublease the facilities where the clinical staffs provide medical services. We lease physician office space other than some of our cancer centers discussed below. We anticipate that, as our affiliated practices grow, expanded facilities will be required.

        In addition to conventional medical office space, we have developed integrated cancer centers that are generally free-standing facilities in which a full range of outpatient cancer treatment services is offered in one facility. At September 30, 2004, we operated 82 integrated cancer centers and had 8 cancer centers under development. Of the 82 cancer centers in operation, 34 are leased and 48 are owned by us.

Insurance

        We and our affiliated practices maintain insurance with respect to medical malpractice risks on a claims-made basis in amounts believed to be customary and adequate. We are not aware of any outstanding claims or unasserted claims that are likely to be asserted against us or our affiliated practices which would have a material impact on our financial position or results of operations.

        In February 2002, PHICO Insurance Company, or PHICO, at the request of the Pennsylvania Insurance Department, was placed in liquidation by an Order of the Commonwealth Court of Pennsylvania. From November 1997 through December 2001, we had placed our primary malpractice insurance coverage through PHICO. We are currently insured for professional liability matters by Everest National Insurance Company.

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Legal Proceedings

        The provision of medical services by our affiliated practices entails an inherent risk of professional liability claims. We do not control the practice of medicine by the clinical staff or their compliance with regulatory and other requirements directly applicable to practices. In addition, because affiliated physicians prescribe and dispense pharmaceuticals and we operate pharmacies and participate in the drug procurement process, we and our affiliated physicians could be subject to product liability claims. We and our practices maintain insurance coverage as to certain risks. However, successful malpractice, regulatory or product liability claims asserted against us or one of the practices could have a material adverse effect on us.

        We have become aware that we and certain of our affiliated practices are the subject of four qui tam lawsuits (commonly referred to as "whistle blower" suits). However, the government has officially determined not to intervene in three of these cases, and we believe that it will take the same position with respect to the fourth case. Qui tam suits are brought by private individuals, and there is no minimum evidentiary or legal threshold for bringing such a suit. The United States Department of Justice (DOJ) is legally required to investigate the allegations in these suits, but the DOJ has determined not to intervene against us in any of the qui tam suits we are aware of and all but one of such suits has been dismissed. The individuals who filed the remaining claim of which we are aware may still pursue the litigation, although, to our knowledge, none of those individuals has indicated an intent to do so. Because qui tam actions are filed under seal, there is a possibility that we could be the subject of other qui tam actions of which we are unaware. The subject matter of many such claims may relate both to our alleged actions and alleged actions of an affiliated practice. Because the affiliated practices are separate legal entities not controlled by us, such claims necessarily involve a more complicated, higher cost defense. We intend to continue to investigate and vigorously defend ourselves against any and all such claims, and we continue to believe that we conduct our operations in compliance with law.

        From time to time, we become involved in disputes with our affiliated practices. These disputes typically relate to disagreements regarding our performance under our contract with the physician group in question or to issues of contract interpretation. Generally, we are able to resolve such disputes without resorting to litigation. However, there is a risk that such disputes could result in litigation and in a deterioration or dissolution of our relationship with the physician group in question.

        We and our affiliated physicians are defendants in a number of lawsuits involving employment and other disputes and breach of contract claims. In addition, we are involved from time to time in disputes with, and claims by, our affiliated practices against us. Although we believe the allegations are customary for the size and scope of our operations, adverse judgments, individually or in the aggregate, could have a material adverse effect on us.

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GOVERNMENT REGULATION

General

        The healthcare industry is highly regulated, and there can be no assurance that the regulatory environment in which we and our affiliated practices operate will not change significantly and adversely in the future. In general, regulation and scrutiny of healthcare providers and related companies are increasing.

        There are currently numerous federal and state initiatives relating to the provision of healthcare services, the legal structure under which those services are provided, access to healthcare, disclosure of healthcare information, costs of healthcare and the manner in which healthcare providers are reimbursed for their services. The OIG is focusing on, among other issues, clinical research, physician coding, pharmaceutical relationships, credit balances and group purchasing organization activities, which may result in government actions that could negatively impact our operations. It is not possible to predict whether any such initiatives will result in new or different rules or regulations or other actions or what their form, effective dates or impact on us will be.

        Our affiliated practices and other providers with whom we and they do business are intensely regulated at the federal, state and local levels. Although these regulations often do not directly apply to us, if a practice is found to have violated any of these regulations and, as a result, suffers a decrease in its revenues or an increase in costs, our results of operations might be materially and adversely affected.

Licensing and Certificate of Need Requirements

        Every state imposes licensing requirements on clinical staff, individual physicians and facilities operated or utilized by healthcare providers. Many states require regulatory approval, including certificates of need, before (1) establishing certain types of healthcare facilities, (2) offering certain services or (3) expending amounts in excess of statutory thresholds for healthcare equipment, facilities or programs.

        Linear accelerators, CT Scanners and PET Systems are among the types of technology covered by certificate of need, or CON, laws. Although laws vary from state to state, in several states in which we operate, CON laws have in the past inhibited and will continue to inhibit our ability to add technology and build new cancer centers. In addition, CON laws give existing owners of technology, such as hospitals, a competitive advantage with respect to that technology by establishing a barrier to entry.

Privacy Security and Transaction Code Sets Regulations

        HHS has issued final regulations implementing the Administrative Simplification Provisions of HIPAA concerning the privacy and security of individually identifiable health information, and the use of standard transactions and code sets for electronic transactions conducted by covered entities. The HIPAA privacy regulations, with which compliance was required as of April 2003, impose on covered entities (including hospitals, physicians, pharmacies, group health plans and certain other health care providers) significant restrictions on the use and disclosure of individually identifiable health information. With the exception of the operation of certain pharmacies, most of our activities do not involve the provision of health care services and therefore do not subject us directly to the HIPAA privacy regulations. However, we act as a business associate of our affiliated physicians, and have therefore entered into agreements requiring us to meet certain requirements of the HIPAA privacy rule applicable to business associate arrangements. The HIPAA security regulations, which require compliance by April 2005, will impose on covered entities certain administrative, technical, and physical safeguard requirements with respect to individually identifiable health information maintained or transmitted electronically. The HIPAA regulations establishing electronic transaction and code set standards require that all health care providers use standard transactions and code sets when electronically submitting or receiving individually identifiable health information in connection with certain health care transactions. These regulations became effective in October 2002. As a result of

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these HIPAA regulations, we have taken actions to ensure that information that is subject to the regulations and kept on our computer networks is in compliance with applicable regulatory requirements. We believe that we are now substantially in compliance with the HIPAA electronic transaction and code set standards and are capable of delivering HIPAA standard transactions electronically on behalf of ourselves and our affiliated physicians. In addition to HIPAA, a number of states have adopted laws and/or regulations applicable to the use and disclosure of individually identifiable health information that are more stringent than comparable provisions under HIPAA. The finding of a violation of HIPAA or one of these state laws by us or our affiliated physicians could adversely affect our business. In addition, our failure to meet our business associate contractual obligations with our affiliated physicians could result in enforcement actions by regulatory authorities against our affiliated physicians or us, or termination of our contractual relationships with such affiliated physicians. The impact of such regulatory enforcement actions or contractual terminations could adversely affect our business.

Fee-Splitting; Corporate Practice of Medicine and Pharmacy

        The laws of many states prohibit physicians from splitting professional fees with non-physicians and prohibit non-physician entities, such as US Oncology, from practicing medicine, in certain instances splitting fees with physicians and from employing physicians to practice medicine. In certain jurisdictions, we are required by such laws to modify our standard contractual arrangements to comply with corporate practice of medicine and fee-splitting laws. In addition, many states have similar laws with respect to the practice of pharmacy. We believe our current and planned activities do not constitute fee-splitting or the practice of medicine as contemplated by these laws. We do not believe we practice pharmacy, except where appropriately licensed. In many jurisdictions, however, the laws restricting the corporate practice of medicine or pharmacy and fee-splitting have been subject to limited judicial and regulatory interpretation and, therefore, there can be no assurance that upon review some of our activities would not be found to be in violation of such laws, possibly placing us in a position of being unable to enforce the payment terms of our management contracts. There can be no assurance that future interpretations of such laws will not require structural and organizational modification of our existing relationships with the practices. In addition, statutes in some states in which we do not currently operate could require us to modify our affiliation structure.

Medicare/Medicaid Fraud and Abuse Provisions

        The fraud and abuse laws, specifically the Anti-Kickback laws, include the fraud and abuse provisions and referral restrictions of the Medicare and Medicaid statutes, as well as other federally funded programs, which prohibit the solicitation, payment, receipt or offering of any direct or indirect remuneration for the referral of Medicare and Medicaid patients or for purchasing, arranging for or recommending the purchasing, leasing or ordering of Medicare or Medicaid covered services, items or equipment.

        HIPAA created violations for fraudulent activity applicable to both public and private health care benefit programs and prohibits inducements to Medicare and Medicaid eligible patients.

        The OIG from time to time publishes its interpretations on various fraud and abuse issues and about fraudulent or abusive activities that OIG deems to be suspect and potentially in violation of the federal laws, regulations and rules. If our actions are found to be inconsistent with OIG's interpretations, such actions could have a material adverse effect on our business.

        Due to the complexity of the Anti-Kickback laws, HHS has established certain safe harbor regulations whereby various payment practices are protected from criminal or civil penalties. An activity that is outside a safe harbor, however, is not necessarily deemed illegal. Violations of the fraud and abuse laws may result in fines and penalties as well as civil or criminal penalties for individuals or entities, including exclusion from participation in the Medicare or Medicaid programs. Several states have adopted similar laws that cover patients in both private and government programs. Because of the

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breadth of the Anti-Kickback Laws and the government's active enforcement thereof, there can be no assurance that future interpretations of such laws will not require modification of our existing relationships with practices. Complying with those laws, especially as they change from time to time, could be costly for us and could limit the manner in which we implement the service line structure.

        In situations where we operate a licensed pharmacy, we would be a provider. Although we believe our offerings under that service line comply with law, there is a risk that our status as a provider could bring greater scrutiny to those arrangements.

Prohibitions of Certain Referrals

        The Stark Law prohibits physician referrals of Medicare or Medicaid patients for certain "designated health services" to an entity with which the physician or his or her immediate family members have a "financial relationship", unless the arrangement complies with an exception to the statute or implementing regulations. Laboratory services, radiation therapy services and supplies, certain diagnostic services and outpatient prescription drugs are among the eleven designated health services to which the Stark Law applies. On March 25, 2004, the Centers for Medicare & Medicaid Services issued the second phase of its final regulations addressing physician self-referrals, which became effective July 26, 2004. These regulations and the previously issued first phase of the final regulations provide guidance as to the applicability of the Stark Law to certain arrangements that may be relevant to the operations of our affiliated physicians, including, among others, referrals by physicians for ancillary services in the context of the operation of a group practice and referrals by physicians for designated health services under certain employment and personal services arrangements. A violation of the Stark Law is punishable by civil sanctions, including significant fines, a denial of payment or a requirement to refund certain amounts collected, and possible exclusion from participation in Medicare and Medicaid. A number of states have adopted laws and/or regulations that contain provisions that track, or are otherwise similar to, the Stark Law. The Stark Law and its implementing regulations apply directly to physicians and organizations to which they refer. With the exception of our pharmacy operations, the Stark Law does not apply directly to us under the PPM model. There can be no assurance, however, that interpretations of such laws will not indirectly affect our existing relationships with affiliated practices. In addition, to the extent that an affiliated physician practice were deemed to be in violation of the Stark Law, the failure to comply with the Stark Law could adversely impact the operations of such practice.

Pharmacy Regulation

        Pharmacies often must obtain state licenses to operate and dispense drugs. In addition, our pharmaceutical service line, and our pharmacies in particular, are subject to the operating and security standards of the Food and Drug Administration, or FDA, the United States Drug Enforcement Administration, or DEA, various state boards of pharmacy and comparable agencies. Such standards affect the prescribing of pharmaceuticals (including certain controlled substances), operation of pharmacies (including nuclear pharmacies) and packaging of pharmaceuticals. Violations of any of these laws and regulations could result in various penalties, including suspension or revocation of our licenses or registrations or monetary fees. Complying with the standards, especially as they change from time to time, could be costly for us and could limit the manner in which we implement this segment. While we believe that our arrangements with our affiliated practices comply with applicable laws and regulations, there can be no assurance that our pharmacy function will not subject us to additional governmental review or an adverse determination in the future.

Antitrust

        We and our affiliated practices are subject to a range of antitrust laws that prohibit anti-competitive conduct, including price fixing, concerted refusals to deal, monopolistic practices, and division of markets. We believe we are in compliance with these laws, and while no bona fide challenge to the market share of our affiliated practices has been made, there can be no assurance that a review

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of US Oncology or our affiliated practices would not result in a determination that could adversely affect our operations and the operations of our affiliated practices. Furthermore, because of the size and scope of our network, there is a risk that we could be subjected to greater scrutiny by government regulators with regard to antitrust issues.

Reimbursement Requirements

        In order to participate in the Medicare and Medicaid programs, our affiliated practices must comply with stringent reimbursement regulations, including those that require certain healthcare services to be conducted "incident to" or otherwise under a physician's supervision. Different states also impose differing standards for their Medicaid programs, including utilizing an actual-cost-based system for reimbursement of pharmaceuticals instead of average wholesale price based methodologies. Satisfaction of all reimbursement requirements is required under our compliance program. The practices' failure to comply with these requirements could negatively affect our results of operations.

Enforcement Environment

        In recent years, federal and state governments have launched several initiatives aimed at uncovering behavior that violates the federal civil and criminal laws regarding false claims and fraudulent billing and coding practices. See "Legal Proceedings." Such laws require physicians to adhere to complex reimbursement requirements regarding proper billing and coding in order to be compensated for medical services by government payors. Our compliance program requires adherence to applicable law and promotes reimbursement education and training; however, because we perform services for our practices, it is likely that governmental investigations or lawsuits regarding practices' compliance with reimbursement requirements would also encompass our activities. A determination that billing and coding practices of the affiliated practices are false or fraudulent could have a material adverse effect on us.

        We and our affiliated physicians are subject to federal and state laws prohibiting entities and individuals from knowingly and willfully making claims to Medicare and Medicaid and other governmental programs and third party payors that contain false or fraudulent information. See "Legal Proceedings." The federal False Claims Act encourages private individuals to file suits on behalf of the government against health care providers such as us. As such suits are generally filed under seal with a court to allow the government adequate time to investigate and determine whether it will intervene in the action, the implicated health care providers are often unaware of the suit until the government has made its determination and the seal is lifted. Violations or alleged violations of such laws, and any related lawsuits, could result in (i) exclusion from participation in the Medicare and Medicaid programs, or (ii) significant financial or criminal sanctions (including treble damages), resulting in the possibility of substantial financial penalties for small billing errors that are replicated in a large number of claims, as each individual claim could be deemed to be a separate violation of the federal False Claims Act. Criminal provisions that are similar to the federal False Claims Act provide that if a corporation is convicted of presenting a claim or making a statement that it knows to be false, fictitious or fraudulent to any federal agency, it may be fined. Some states also have enacted statutes similar to the federal False Claims Act which may include criminal penalties, substantial fines, and treble damages.

Compliance

        We have a comprehensive compliance program designed to assist us, our employees and our affiliated practices in complying with applicable laws and regulations. We regularly monitor developments in healthcare law and modify our agreements and operations as changes in the business and regulatory environments require. In addition to internal review, we engage an independent compliance consulting company to conduct a review of our program every two years. While we believe we will be able to structure our agreements and operations in accordance with applicable law, there can be no assurance that our arrangements will not be successfully challenged.

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MANAGEMENT

Executive Officers and Directors

        The following table sets forth information about our directors and executive officers as of the date of this prospectus:

Name	Age	Position(s)
R. Dale Ross	57	Chief Executive Officer and Director
Bruce D. Broussard	41	Chief Financial Officer
Atul Dhir, M.B.B.S., D. Phil.	41	President, Cancer Information and Research
George D. Morgan	51	Chief Operating Officer
Leo E. Sands	56	Executive Vice President and Secretary
Phillip H. Watts	38	General Counsel
Russell L. Carson	61	Director
Lloyd K. Everson, M.D.	61	Director
Stephen E. Jones, M.D.	62	Director
Boone Powell, Jr.	67	Director
Burton Schwartz, M.D.	62	Director
D. Scott Mackesy	36	Director
Richard B. Mayor	70	Director
Robert A. Ortenzio	47	Director
Sean M. Traynor	35	Director

        Set forth below is a brief description of the business experience of each of our directors and executive officers.

R. Dale Ross has been Chairman of the Board and Chief Executive Officer of US Oncology since December 1992 and became chief executive officer and a member of the board of directors of Holdings upon consummation of the Transactions. From December 1982 until April 1990, Mr. Ross was employed by HMSS, Inc., a home infusion therapy company. Mr. Ross founded HMSS, Inc. and served as its President and Chief Executive Officer and as a director.

Bruce D. Broussard joined US Oncology in August 2000 with primary responsibility for financial and accounting activities, including financial reporting, treasury and taxation. In addition, in 2003, he was appointed Executive Vice President of Pharmaceutical Services, with primary responsibility for pharmaceutical aspects of our operations. Mr. Broussard was Chief Executive Officer of HarborDental, from December 1997 until July 2000. From January 1996 to October 1997, he was Executive Vice President and Chief Financial Officer of Regency Health Services, Inc. From 1993 to 1996, he was the Chief Financial Officer and a director of Sun Healthcare Group. He currently serves as a director and audit committee member at U.S. Physical Therapy, Inc.

        Atul Dhir, M.B.B.S., D. Phil. joined US Oncology in November 1999. As President of Cancer Information and Research Group, he is responsible for our clinical trial activities, cancer information services and transplant initiatives. Prior to joining US Oncology, Dr. Dhir was Vice President at Monsanto Corporation from 1996 to 1998, President of Health Strategies Partners, a company he founded that provided consulting services to hospitals and physicians, from 1994 to 1996, and a healthcare consultant with McKinsey & Company from 1989 until 1993. Dr. Dhir holds a D.Phil. in molecular biology from Oxford University, where he was a Rhodes Scholar.

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George D. Morgan joined US Oncology in October 2000 and has over twenty years experience in operational and financial management in the healthcare industry. At US Oncology, he is responsible for the operational management of our affiliated practices. Mr. Morgan served as Executive Vice President and Chief Financial Officer of Mariner Post-Acute Network from January 1999 until September 2000. On January 18, 2000 Mariner Post-Acute Network and substantially all of its subsidiaries filed voluntary petitions in the United States Bankruptcy Court for the District of Delaware under Chapter 11, Title 11 of the United States Code. From September 1994 to January 1999, Mr. Morgan served as a senior operating and senior corporate officer with Columbia/HCA Healthcare Corporation. His positions of responsibility included Chief Financial Officer then Chief Operating Officer of the Western Group from September 1994 through April 1996, President of the Ambulatory Surgery Division from April 1996 through June 1998, and Senior Vice President—Managed Care from July 1998 until January 1999.

Leo E. Sands joined US Oncology in November 1992. He is primarily responsible for our governmental relations and corporate administrative activities, including human resources and information technology. Mr. Sands is a member of the board of the National Patient Advocacy Foundation.

Phillip H. Watts joined US Oncology in January 1998 as its General Counsel. He has primary responsibility for overseeing our legal operations. From September 1991 until December 1997, Mr. Watts was an attorney at Mayor, Day, Caldwell & Keeton, L.L.P., a law firm in Houston, Texas, which has since merged into Andrews Kurth LLP.

Russell L. Carson become a director of US Oncology in 1992 and became a director of Holdings upon consummation of the Transactions. Mr. Carson is a general partner of Welsh, Carson, Anderson & Stowe. Mr. Carson also is a director of Select Medical Corporation, a healthcare company as well as a director of various privately held healthcare companies.

        Lloyd K. Everson, M.D. was President of US Oncology from November 1993 until March 2001. He became a director of US Oncology in 2001 and joined the board of directors of Holdings upon consummation of the Transactions. He received his medical degree from Harvard Medical School and his oncology training at Memorial Sloan Kettering and at the National Cancer Institute. He is board certified in internal medicine and medical oncology. Dr. Everson has published widely in the field of oncology and is a member of numerous professional associations. He also has served as President of the Association of Community Cancer Centers and as Associate Chairman for Community Programs for the Eastern Cooperative Oncology Group. Dr. Everson resigned as President of our company in March 2001. In addition, in March 2001, Dr. Everson was appointed as a director of our company and Vice Chairman of the Board of Directors. Dr. Everson previously served as a director of US Oncology from 1993 until 1999.

        Stephen E. Jones, M.D. was a director of US Oncology from 1999 until consummation of the Transactions and joined the board of directors of Holdings and US Oncology in November 2004. Dr. Jones received his medical degree from Case Western Reserve School of Medicine and post-doctoral training and education at Stanford University. Dr. Jones is a board certified medical oncologist and internist and a member of the American Society of Clinical Oncology. Dr. Jones' practice, Texas Oncology, P.A., is managed by our company. Dr. Jones was previously a director of Physician Reliance Network, Inc.

        Boone Powell, Jr. was a director of US Oncology from 1999 until consummation of the Transactions and joined the board of directors of Holdings and US Oncology in November 2004. Mr. Powell was President and Chief Executive Officer of Baylor Health Care System from 1980 until 2000 and Chairman from 2000 until 2001. Mr. Powell serves as an active member of Voluntary

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Hospitals of America. He is a director of Abbott Laboratories, United Surgical Partners International and Comerica Bank—Texas and is a Fellow of the American College of Health Care Executives. Mr. Powell was previously a director of Physician Reliance Network, Inc.

        Burton S. Schwartz, M.D. was a director of US Oncology from 1999 until consummation of the Transactions and joined the board of directors of Holdings and US Oncology in November 2004. Dr. Schwartz received his medical degree from Meharry Medical College in 1968 and is a board certified medical oncologist. Dr. Schwartz's oncology group, Minnesota Oncology Hematology, P.A., has been managed by us since February 1995. He is the immediate past president of that group. Dr. Schwartz was formerly a director of Physician Reliance Network, Inc.

D. Scott Mackesy joined the US Oncology board of directors upon consummation of the Transactions and has been a director of Holdings since inception. Mr. Mackesy is a general partner of Welsh, Carson, Anderson & Stowe, where he focuses primarily on investments in the healthcare industry and is a managing member of the general partner of Welsh, Carson, Anderson & Stowe IX, L.P. Prior to joining Welsh Carson in 1998, Mr. Mackesy was a Vice President in the Investment Research Department at Morgan Stanley Dean Witter, where he was a healthcare equity research analyst. Mr. Mackesy received his bachelor's degree from The College of William and Mary. He is a member of the board of directors of several private companies.

Richard B. Mayor was a director of US Oncology from 1993 until consummation of the Transactions and joined the board of directors of Holdings in October 2004. He had previously served as a director of US Oncology since 1993. Mr. Mayor was of counsel in the Houston law firm Mayor, Day, Caldwell & Keeton, L.L.P. from January 1999 until its merger with Andrews Kurth LLP in October 2001. Mr. Mayor continued as of counsel to Andrews Kurth until December 2003.

Robert A. Ortenzio has been a director of US Oncology since 1992 and joined the board of directors of Holdings upon consummation of the Transactions. He has been Chief Executive Officer of Select Medical Corporation since September 1999 and was President and Chief Operating Officer of Select Medical Corporation since February 1997. He is also a director of Select Medical Corporation. Prior to that time, Mr. Ortenzio was a co-founder and president of Continental Medical Systems, Inc., a provider of comprehensive medical rehabilitation programs and services, and a director of Horizon/CMS Healthcare Corporation, and served in various capacities at Continental Medical Systems, Inc. since February 1986.

Sean M. Traynor joined the US Oncology board of directors upon consummation of the Transactions and has been a director of Holdings since inception. Mr. Traynor is a general partner of Welsh, Carson, Anderson & Stowe, where he focuses primarily on investment in the healthcare, information services and telecommunications industries. Prior to joining Welsh Carson in 1999, Mr. Traynor worked in the healthcare and insurance investment banking groups at Bankers Trust Alex. Brown from 1996 until 1999. Prior to joining Bankers Trust Alex. Brown, Mr. Traynor spent three years with Coopers & Lybrand. Mr. Traynor earned his bachelor's degree from Villanova University and an MBA from the Wharton School of Business. He is a member of the boards of directors of several private companies.

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Board Committees

        Our board will direct the management of our business and affairs as provided by Delaware law and will conduct its business through meetings of the full board of directors and two standing committees: the audit committee and the compensation committee. In addition, from time to time, other committees may be established under the direction of the board of directors when necessary to address specific issues.

        The duties and responsibilities of the audit committee include recommending to the board of directors the appointment or termination of the engagement of our independent public accountants, otherwise overseeing the independent auditor relationship, reviewing our significant accounting policies and internal controls and reporting its recommendations and findings to the full board of directors. The compensation committee reviews and approves the compensation of our chief executive officer and administers our stock option plan.

        Messrs. Mayor, Ortenzio and Traynor serve on the audit committee and Messrs. Powell, Carson and Ortenzio serve on the compensation committee.

Director Compensation

        Each member of the board of directors of Holdings who is not an employee of our company and is not an employee or partner of Welsh, Carson is paid $6,000 per quarter and $2,500 for each board meeting attended ($1,250 if attended by telephone). Each audit committee member also receives $2,500 for each audit committee meeting he or she attended $1,250 if attended by telephone). Directors are also reimbursed for expenses incurred in connection with attending board meetings. Each member of the board of directors of Holdings who is not an employee of our company and is not an employee or partner of Welsh, Carson is also eligible to participate in Holdings' 2004 Director Stock Option Plan. Under that plan, each eligible director in office at the plan's adoption and each director who joined the board after adoption, in each case other than employees of our company and employees and partners of Welsh Carson was automatically granted an option to purchase 5,000 shares of Holdings common stock. In addition, each such eligible director was automatically granted an option to purchase 1,000 shares of Holdings common stock for each committee on which such director served.

        Mr. Powell and Dr. Schwartz were each paid $75,000 during each of 2003 and 2004 for service on a special committee of the board of directors of US Oncology.

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Executive Compensation

        The following table sets forth the remuneration paid by us for the three fiscal years ended December 31, 2003 to the Chief Executive Officer and the four most highly compensated executive officers other than the Chief Executive Officer.

Summary Compensation Table

		Annual Compensation
Name and Principal Position(s)	Fiscal Year
		Salary		Bonus		Other
R. Dale Ross Chairman of the Board and Chief Executive Officer	2003 2002 2001	$ $ $	728,973 701,217 672,150	$ $ $	736,250 400,680 184,501	$ $ $	0 0 0
Bruce D. Broussard Chief Financial Officer and Executive Vice President of Pharmaceutical Services	2003 2002 2001	$ $ $	363,127 346,512 335,046	$ $ $	259,874 132,000 49,154	$ $ $	0 0 0
Atul Dhir President, Cancer Information and Research Group	2003 2002 2001	$ $ $	319,182 345,584 301,063	$ $ $	257,579 124,800 51,876	$ $ $	0 0 0
George D. Morgan Executive Vice President and Chief Operating Officer	2003 2002 2001	$ $ $	371,723 353,347 317,505	$ $ $	277,501 127,000 0	$ $ $	0 0 0
Leo E. Sands Executive Vice President, Chief Administrative Officer and Secretary	2003 2002 2001	$ $ $	354,003 390,247 343,913	$ $ $	277,005 140,700 67,625	$ $ $	0 0 0

Option Grants in Last Fiscal Year

        US Oncology did not grant options to any of its named executive officers in the last fiscal year.

Option Exercises in Last Year and Year-End Option Value Table(1)

Name	Number of Options Exercised	Amount Realized ($)	Number of Securities Underlying Unexercised Options Held at 2003 Year End		Value of Unexercised In-The-Money Options at 2003 Year End ($)(2)
			Exercisable	Unexercisable	5%	10%
R. Dale Ross	0	0	2,362,754	635,000	12,192,275	2,310,260
Bruce D. Broussard	136,667	382,501	109,667	418,666	432,079	1,756,802
Atul Dhir, M.B.B.S., D. Phil	70,000	251,735	176,334	368,666	878,248	1,482,702
George D. Morgan	96,667	240,501	147,667	418,666	645,079	1,724,802
Leo E. Sands	310,333	1,455,591	260,001	398,666	218,167	1,480,882

(1)

All shares of common stock issued upon exercise of the options listed herein were converted in the Transactions for the right to receive $15.05 in cash.

(2)

The indicated value of the options is a computation of the difference between the applicable option exercise price and the closing market price of our common stock as of December 31, 2003 ($10.76) multiplied by the number of shares of our common stock underlying such option.

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Employment Agreements

R. Dale Ross entered into a new employment agreement with us on August 20, 2004. The employment agreement of Mr. Ross provides, among other things, for

(1)

an initial term of three years from the effective date of the Transactions, with an automatic renewal for additional one-year terms, unless either us or Mr. Ross elects not to renew the term,



(2)

a base salary of $773,062, subject to annual review,



(3)

annual performance-based bonus compensation with a target of 70% of his base salary,



(4)

the grant to Mr. Ross of 7,000,000 shares of restricted stock, 3,500,000 of which are vested and of which 3,500,000 are subject to certain vesting requirements and other conditions, and



(5)

the grant to Mr. Ross of 20,000 units pursuant to our new cash incentive plan.

        Of the 7,000,000 shares of restricted stock granted to Mr. Ross, 3,500,000 are currently vested. Of the remaining 3,500,000 shares of restricted stock, one-half will vest over time based on Mr. Ross' continued employment and the other half will vest on the fifth anniversary of the effective date of the Transactions, if Mr. Ross remains employed through such date, subject to earlier vesting based on the attainment of performance goals and on the occurrence of certain other enumerated events. Upon a change of control all restricted periods shall terminate and all restricted stock shall be vested in full and all limitations on restricted stock automatically lapse. In the event of an initial public offering, restricted periods will terminate to the extent necessary to cause termination of the restricted periods with respect to one-half of the then remaining unvested shares of restricted stock. In the event that Mr. Ross' employment with us terminates prior to the end of a restricted period, unless the compensation committee otherwise decides, all shares of restricted stock remaining subject to a restricted period shall be forfeited. Mr. Ross will forfeit all units under the new cash incentive plan in the event that his employment with us terminates for any reason other than death or disability, in which case Mr. Ross will forfeit 50% of his units, the remaining 50% becoming vested.

        Mr. Ross' employment agreement provides that if he is terminated for cause, or if he terminates his employment without certain enumerated good reasons, we shall pay to him any accrued or unpaid base salary through the date of termination and any earned but unpaid bonus. In addition, if we terminate Mr. Ross without cause, or if he terminates his employment for certain enumerated good reasons, we will:

(1)

pay him any accrued and unpaid base salary through the date of termination and any earned but unpaid bonus, along with a prorated bonus for the period beginning immediately after the end of the last period for which Mr. Ross earned a bonus and ending with the date of his termination, basing such prorated bonus on the bonus earned by Mr. Ross for the full year prior to the year in which his termination occurs,



(2)

pay him a lump sum payment equal to the greater of (i) the sum of his base salary for the year in which the termination occurs plus the bonus earned by Mr. Ross for the full year prior to the year in which the termination occurs or (ii) an amount equal to Mr. Ross' base salary and bonus (based on the bonus earned by Mr. Ross for the full year prior to the year in which his termination occurs) payable over the remaining term of the employment agreement, with the bonus to be prorated for any period of less than one year, and



(3)

allow Mr. Ross and his eligible dependants at the time of termination to participate in our group health plans at Mr. Ross' expense in an amount not to exceed the applicable grop rate payable by us or our employees, until Mr. Ross is eligible for Medicare.

Bruce D. Broussard entered into a new employment agreement with us on August 20, 2004. The employment agreement of Mr. Broussard provides, among other things, for

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(1)

an initial term of three years from the effective date of the Transactions, with an automatic renewal for additional one-year terms, unless either us or Mr. Broussard elects not to renew the term,



(2)

a base salary of $420,000, subject to annual review,



(3)

annual bonus compensation as determined by the board of directors or compensation committee,



(4)

the grant to Mr. Broussard of 3,350,000 shares of restricted stock, subject to certain vesting requirements and other conditions, and



(5)

the grant to Mr. Broussard of 12,500 units pursuant to our new cash incentive plan.

        Of the 3,500,000 shares of restricted stock granted to Mr. Broussard, one-half will vest over time based on Mr. Broussard's continued employment and the other half will vest on the fifth anniversary of the effective date of the Transactions, if Mr. Broussard remains employed through such date, subject to earlier vesting based on the attainment of performance goals and on the occurrence of certain other enumerated events. Upon a change of control all restricted periods shall terminate and all restricted stock shall be vested in full and all limitations on restricted stock automatically lapse. In the event of an initial public offering, restricted periods will terminate to the extent necessary to cause termination of the restricted periods with respect to one-half of the then remaining unvested shares of restricted stock. In the event that Mr. Broussard's employment with us terminates prior to the end of a restricted period, unless the compensation committee otherwise decides, all shares of restricted stock remaining subject to a restricted period shall be forfeited. Mr. Broussard will forfeit all units under the new cash incentive plan in the event that his employment with us terminates for any reason other than death or disability, in which case Mr. Broussard will forfeit 50% of his units, the remaining 50% becoming vested.

        Mr. Broussard's employment agreement provides that if he is terminated for cause, or if he terminates his employment without certain enumerated good reasons, we shall pay to him any accrued or unpaid base salary through the date of termination and any earned but unpaid bonus. In addition, if we terminate Mr. Broussard without cause, or if he terminates his employment for certain enumerated good reasons, we will:

(1)

pay him any accrued and unpaid base salary through the date of termination and any earned but unpaid bonus, along with a prorated bonus for the period beginning immediately after the end of the last period for which Mr. Broussard earned a bonus and ending with the date of his termination, basing such prorated bonus on the bonus earned by Mr. Broussard for the full year prior to the year in which his termination occurs,



(2)

pay him his base salary in effect for the year in which the termination occurred, plus the bonus earned by Mr. Broussard for the full year prior to the year in which the terimation of occurred, for the longer of (i) twelve (12) months after the termination occurs or (ii) the remaining term of the employment agreement, with the bonus to be prorated for any period of less than one year, and



(3)

if Mr. Broussard is fifty (50) or more years of age at the time of termination and has worked for us for five (5) or more years prior to his termination, then Mr. Broussard and his eligible dependents at the time of the termination to participate in our group health plans at Mr. Broussard's expense in an amount not to exceed the applicable group rate payable by us or our employees.

Atul Dhir, M.B.B.S., D. Phil entered into a new employment agreement with us on August 20, 2004. The employment agreement of Mr. Dhir provides, among other things, for

(1)

an initial term of three years from the effective date of the Transactions, with an automatic renewal for additional one-year terms, unless either us or Mr. Dhir elects not to renew the term,



(2)

a base salary of $374,680, subject to annual review,

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(3)

annual bonus compensation as determined by the board of directors or compensation committee,



(4)

the grant to Mr. Dhir of 1,600,000 shares of restricted stock, subject to certain vesting requirements and other conditions, and



(5)

the grant to Mr. Dhir of 5,000 units pursuant to our new cash incentive plan.

        Of the 1,600,000 shares of restricted stock granted to Mr. Dhir, one-half will vest over time based on Mr. Dhir's continued employment and the other half will vest on the fifth anniversary of the effective date of the Transactions, if Mr. Dhir remains employed through such date, subject to earlier vesting based on the attainment of performance goals and on the occurrence of certain other enumerated events. Upon a change of control all restricted periods shall terminate and all restricted stock shall be vested in full and all limitations on restricted stock automatically lapse. In the event of an initial public offering, restricted periods will terminate to the extent necessary to cause termination of the restricted periods with respect to one-half of the then remaining unvested shares of restricted stock. In the event that Mr. Dhir's employment with us terminates prior to the end of a restricted period, unless the compensation committee otherwise decides, all shares of restricted stock remaining subject to a restricted period shall be forfeited. Mr. Dhir will forfeit all units under the new cash incentive plan in the event that his employment with us terminates for any reason other than death or disability, in which case Mr. Dhir will forfeit 50% of his units, the remaining 50% becoming vested.

        Mr. Dhir's employment agreement provides that if he is terminated for cause, or if he terminates his employment without certain enumerated good reasons, we shall pay to him any accrued or unpaid base salary through the date of termination and any earned but unpaid bonus. In addition, if we terminate Mr. Dhir without cause, or if he terminates his employment for certain enumerated good reasons, we will:

(1)

pay him any accrued and unpaid base salary through the date of termination and any earned but unpaid bonus, along with a prorated bonus for the period beginning immediately after the end of the last period for which Mr. Dhir earned a bonus and ending with the date of his termination, basing such prorated bonus on the bonus earned by Mr. Dhir for the full year prior to the year in which his termination occurs,



(2)

pay him his base salary in effect for the year in which the termination occurred, plus the bonus earned by Mr. Dhir for the full year prior to the year in which the termination of occurred, for the longer of (i) twelve (12) months after the termination occurs or (ii) the remaining term of the employment agreement, with the bonus to be prorated for any period of less than one year, and



(3)

if Mr. Dhir is fifty (50) or more years of age at the time of termination and has worked for us for five (5) or more years prior to his termination, then Mr. Dhir and his eligible dependents at the time of the termination to participate in our group health plans at Mr. Dhir's expense in an amount not to exceed the applicable group rate payable by us or our employees.

George D. Morgan entered into a new employment agreement with us on August 20, 2004. The employment agreement of Mr. Morgan provides, among other things, for

(1)

an initial term of three years from the effective date of the Transactions, with an automatic renewal for additional one-year terms, unless either us or Mr. Morgan elects not to renew the term,



(2)

a base salary of $420,000, subject to annual review,



(3)

annual bonus compensation as determined by the board of directors or compensation committee,



(4)

the grant to Mr. Morgan of 3,350,000 shares of restricted stock, subject to certain vesting requirements and other conditions, and



(5)

the grant to Mr. Morgan of 12,500 units pursuant to our new cash incentive plan.

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        Of the 3,350,000 shares of restricted stock granted to Mr. Morgan, one-half will vest over time based on Mr. Morgan's continued employment and the other half will vest on the fifth anniversary of the effective date of the Transactions, if Mr. Morgan remains employed through such date, subject to earlier vesting based on the attainment of performance goals and on the occurrence of certain other enumerated events. Upon a change of control all restricted periods shall terminate and all restricted stock shall be vested in full and all limitations on restricted stock automatically lapse. In the event of an initial public offering, restricted periods will terminate to the extent necessary to cause termination of the restricted periods with respect to one-half of the then remaining unvested shares of restricted stock. In the event that Mr. Morgan's employment with us terminates prior to the end of a restricted period, unless the compensation committee otherwise decides, all shares of restricted stock remaining subject to a restricted period shall be forfeited. Mr. Morgan will forfeit all units under the new cash incentive plan in the event that his employment with us terminates for any reason other than death or disability, in which case Mr. Morgan will forfeit 50% of his units, the remaining 50% becoming vested.

        Mr. Morgan's employment agreement provides that if he is terminated for cause, or if he terminates his employment without certain enumerated good reasons, we shall pay to him any accrued or unpaid base salary through the date of termination and any earned but unpaid bonus. In addition, if we terminate Mr. Morgan without cause, or if he terminates his employment for certain enumerated good reasons, we will:

(1)

pay him any accrued and unpaid base salary through the date of termination and any earned but unpaid bonus, along with a prorated bonus for the period beginning immediately after the end of the last period for which Mr. Morgan earned a bonus and ending with the date of his termination, basing such prorated bonus on the bonus earned by Mr. Morgan for the full year prior to the year in which his termination occurs,



(2)

pay him his base salary in effect for the year in which the termination occurred, plus the bonus earned by Mr. Morgan for the full year prior to the year in which the termination of occurred, for the longer of (i) twelve (12) months after the termination occurs or (ii) the remaining term of the employment agreement, with the bonus to be prorated for any period of less than one year, and



(3)

if Mr. Morgan is fifty (50) or more years of age at the time of termination and has worked for us for five (5) or more years prior to his termination, then Mr. Morgan and his eligible dependents at the time of the termination to participate in our group health plans at Mr. Morgan's expense in an amount not to exceed the applicable group rate payable by us or our employees.

Leo E. Sands entered into a new employment agreement with us on August 20, 2004. The employment agreement of Mr. Sands provides, among other things, for

(1)

an initial term of three years from the effective date of the Transactions, with an automatic renewal for additional one-year terms, unless either us or Mr. Sands elects not to renew the term,



(2)

a base salary of $414,491, subject to annual review,



(3)

annual bonus compensation as determined by the board of directors or compensation committee,



(4)

the grant to Mr. Sands of 2,000,000 shares of restricted stock, subject to certain vesting requirements and other conditions, and



(5)

the grant to Mr. Sands of 10,000 units pursuant to our new cash incentive plan.

        Of the 2,000,000 shares of restricted stock granted to Mr. Sands, one-half will vest over time based on Mr. Sands' continued employment and the other half will vest on the fifth anniversary of the effective date of the Transactions, if Mr. Sands remains employed through such date, subject to earlier vesting based on the attainment of performance goals and on the occurrence of certain other

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enumerated events. Upon a change of control all restricted periods shall terminate and all restricted stock shall be vested in full and all limitations on restricted stock automatically lapse. In the event of an initial public offering, restricted periods will terminate to the extent necessary to cause termination of the restricted periods with respect to one-half of the then remaining unvested shares of restricted stock. In the event that Mr. Sands' employment with us terminates prior to the end of a restricted period, unless the compensation committee otherwise decides, all shares of restricted stock remaining subject to a restricted period shall be forfeited. Mr. Sands will forfeit all units under the new cash incentive plan in the event that his employment with us terminates for any reason other than death or disability, in which case Mr. Sands will forfeit 50% of his units, the remaining 50% becoming vested.

        Mr. Sands' employment agreement provides that if he is terminated for cause, or if he terminates his employment without certain enumerated good reasons, we shall pay to him any accrued or unpaid base salary through the date of termination and any earned but unpaid bonus. In addition, if we terminate Mr. Sands without cause, or if he terminates his employment for certain enumerated good reasons, we will:

(1)

pay him any accrued and unpaid base salary through the date of termination and any earned but unpaid bonus, along with a prorated bonus for the period beginning immediately after the end of the last period for which Mr. Sands earned a bonus and ending with the date of his termination, basing such prorated bonus on the bonus earned by Mr. Sands for the full year prior to the year in which his termination occurs,



(2)

pay him his base salary in effect for the year in which the termination occurred, plus the bonus earned by Mr. Sands for the full year prior to the year in which the termination of occurred, for the longer of (i) twelve (12) months after the termination occurs or (ii) the remaining term of the employment agreement, with the bonus to be prorated for any period of less than one year, and



(3)

if Mr. Sands is fifty (50) or more years of age at the time of termination and has worked for us for five (5) or more years prior to his termination, then Mr. Sands and his eligible dependents at the time of the termination to participate in our group health plans at Mr. Sands' expense in an amount not to exceed the applicable group rate payable by us or our employees.

401(k) Plan

        Effective January 1, 1994, US Oncology adopted a 401(k) plan covering substantially all employees who have completed at least 1,000 hours of service. We administer the 401(k) Plan. The plan permits covered employees to contribute up to 15% of their annual compensation up to the maximum legally allowable contribution per year, as adjusted for inflation, through salary reduction on a pre-tax basis in accordance with Section 401(k) of the U.S. Internal Revenue Code of 1986, as amended. We may make contributions to the 401(k) Plan but are not required to do so. During 2003, we elected to match 50% of employee contributions in cash, up to a maximum of 3% of an employee's salary and subject to salary ceiling rules imposed by the Internal Revenue Service.

New Restricted Stock and Option Plan

        Holdings adopted a 2004 Equity Incentive Plan which became effective contemporaneously with the consummation of the Transactions, which we refer to as the equity plan. The total number of shares of common stock for which options or awards may be granted under the equity plan for the grant of stock options is 3,933,595 shares in the aggregate. The number of shares of stock available under the equity plan for issuance of restricted stock is 22,290,371 shares in the aggregate.

        Shares of common stock relating to expired or terminated options may again be subject to an option or award under the equity plan, subject to limited restrictions, including any limitation required by the United States Internal Revenue Code of 1986, as amended, or the Code. The equity plan provides for the grants of incentive stock options, within the meaning of Section 422 of the Code, to

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selected employees, and for grants of non-qualified stock options and awards and restricted stock awards. The purposes of the equity plan are to attract and retain the best available personnel, provide additional incentives to our employees, directors and consultants and to promote the success of our business.

        The compensation committee of the board of directors of Holdings will administer the equity plan. If there is no compensation committee, the board of directors will appoint a committee to administer the equity plan, which shall be comprised of at least two members of the board of directors who are non-employee directors and outside directors as defined in the Code. The administrator of the equity plan has the authority to select participants to receive awards of stock options or restricted stock pursuant to the equity plan. The administrator will also have the authority to determine the time of receipt, the types of awards and number of shares covered by awards, and to establish the terms, conditions and other provisions of the awards under the equity plan.

        The exercise price of any incentive stock option granted to an employee who possess more than 10% of the total combined voting power of all classes of our shares within the meaning of Section 422(b)(6) of the Code must be at least 110% of the fair market value of the underlying share at the time the option is granted. Furthermore, the aggregate fair market value of shares of common stock purchased under an incentive stock option for the first time by an employee during any calendar year may not exceed $100,000. The term of any incentive stock option cannot exceed ten years from the date of grant.

        Shares of restricted stock granted under the equity plan may not be sold, assigned, transferred, pledged or otherwise encumbered by the participant until the satisfaction of conditions set by the compensation committee.

        The equity plan will terminate ten years following its effective date but the board of directors of Holdings may terminate the equity plan at any time in its sole discretion. The board of directors of Holdings may amend the equity plan subject to restrictions requiring the approval of WCAS IX.

New Cash Incentive Plan

        Holdings adopted a 2004 Long-Term Cash Incentive Plan which became effective upon the consummation of the Transactions, which we refer to as the cash plan. The total number of units available under the cash plan for awards may not exceed 100,000. If any awards are terminated, forfeited or cancelled, units granted under such awards are available for award again under the cash plan. No participant may receive more than 100,000 units. The purposes of the cash plan are to attract and retain the best available personnel, provide additional incentives to our employees, directors and consultants and to promote the success of our business.

        The compensation committee of the board of directors of Holdings will administer the cash plan. If there is no compensation committee, the board of directors will appoint a committee to administer the cash plan, which shall be comprised of at least two members of the board of directors who are non-employee directors and outside directors as defined in the Code. The administrator of the cash plan has the authority, in its sole discretion, to select participants to receive awards of units. The administrator will also have the authority to determine the time of receipt, the types of awards and number of units conveyed by awards, and to establish the terms, conditions and other provisions of the awards under the cash plan.

        The cash plan will terminate following the payment in full of all payments payable upon a qualified initial public offering or change of control of Holdings.

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New Director Stock Option Plan

        Holdings board of directors adopted a 2004 Director Stock Option Plan which became effective in October of 2004, which we refer to as the director plan. The total number of shares of common stock for which options or awards may be granted under the director plan for the grant of stock options is 500,000 shares in the aggregate.

        Shares of common stock relating to expired or terminated options may again be subject to an option under the director plan, subject to limited restrictions, including any limitation required by the Code. The director plan provides for the grants of non-qualified stock options. The purposes of the director plan are to attract and retain qualified non-employees to serve on our board of directors and to enhance the future growth of our company by aligning such persons' interests with those of our company and our stockholders.

        The compensation committee of the board of directors of Holdings will administer the director plan. If there is no compensation committee, the board of directors of Holdings shall administer the director plan.

        Options under the director plan may only be awarded to eligible directors. Eligible directors are members of Holdings' board of directors who are not officers of our company or any subsidiary, not full-time employees of our company or any subsidiary and are not employees, partners or affiliates of Welsh Carson. Upon effectiveness of the director plan, each eligible director automatically received an option to purchase 5,000 shares of common stock. Furthermore, each eligible director who served on a committee of the board of directors of Holdings on the effective date of the director plan, or who is subsequently appointed to the board of directors, or who serves on the audit committee, of US Oncology, or is subsequently appointed to the audit committee of US Oncology, automatically receives an option to purchase 1,000 shares of common stock. Each eligible director serving on Holdings' board of directors on the date of our 2005 annual meeting of stockholders, and each such annual meeting thereafter, shall automatically receive an option to purchase 5,000 shares of common stock. At the first board of directors meeting following the 2005 annual meeting of stockholders, and each annual meeting of stockholders thereafter, each eligible director appointed at such meeting appointed to any committee of the board of directors, or who is a member of any committee of the board of directors or audit committee of US Oncology, shall automatically receive an option to purchase 1,000 shares of common stock for each such committee to which such eligible director is appointed.

        The director plan will terminate ten years following its effective date. The board of directors of Holdings may amend the director plan, subject to certain limitations.

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SECURITY OWNERSHIP OF CERTAIN
BENEFICIAL OWNERS AND MANAGEMENT

        The following table sets forth information as of December 16, with respect to the beneficial ownership of our parent's capital stock by (i) our chief executive officer and each of the other named executive officers set forth below, (ii) each of our directors, (iii) all of our directors and executive officers as a group and (iv) each holder of five percent (5%) or more of any class of our parent's outstanding capital stock. The table does not include the results of the private placement of shares of Holdings common and participating preferred stock to physicians and other employees of our company, nor the potential sale of shares of Holdings common and participating preferred stock to certain of our directors. See "Certain Relationships and Related Transactions—Arrangements With Management—Stock Offering," and "Certain Relationships and Related Transacations—Arrangements With Non-Employee Directors—Other Directors."

Name of Beneficial Owner(1)	Common Shares Beneficially Owned	Percent of Outstanding Common Shares		Participating Preferred Shares Beneficially Owned	Percent of Outstanding Participating Preferred Shares
Welsh, Carson, Anderson & Stowe(2)	90,610,569	80.3	%	12,944,367	98.7	%
R. Dale Ross(3)	7,389,249	6.5	%	55,607	*
Bruce D. Broussard(4)	3,536,284	3.1	%	26,612	*
Atul Dhir, M.B.B.S., D. Phil(5)	1,688,970	1.5	%	12,710	*
George D. Morgan(6)	3,586,284	3.1	%	26,612	*
Leo Sands(7)	2,111,216	1.9	%	15,888	*
Phillip Watts(8)	1,372,289	1.2	%	10,327	*
Russell L. Carson(9)	1,651,748	1.5	%	235,964	1.8	%
Lloyd K. Everson, M.D.(10)	1,055,608	*		7,944	*
Boone Powell Jr.	0	*		0	*
Stephen E. Jones, M.D.	0	*		0	*
Burton Schwartz, M.D.	0	*		0	*
D. Scott Mackesy(11)	19,957	*		2,851	*
Richard B. Mayor	0	*		0	*
Robert A. Ortenzio	262,500	*		37,500	*
Sean Traynor(12)	8,484	*		1,212	*
All directors and executive officers as a group(13)	24,271,609	21.5	%	445,143	3.6	%

*

Less than one percent

(1)

Unless otherwise indicated, the address of each of the beneficial owners identified is 16825 Northchase Drive, Suite 1300, Houston, Texas 77060.

(2)

Represents (A) 74,621,302 common shares and 10,660,186 participating preferred shares held by Welsh Carson over which Welsh Carson has sole voting and investment power, (B) 8,750 common shares and 1,250 participating preferred shares held by WCAS Management Corporation, over which WCAS Management Corporation has sole voting and investment power, (C) an aggregate 4,675,559 common shares and 669,187 held by individuals who are general partners of WCAS IX Associates LLC, the sole general partner of Welsh Carson and/or otherwise employed by an affiliate of Welsh, Carson, Anderson & Stowe, and (D) an aggregate 11,304,958 common shares and 1,614,994 participating preferred shares held by other co-investors, over which Welsh Carson has sole voting power. WCAS IX Associates LLC, the sole general partner of Welsh Carson and the individuals who serve as general partners of WCAS IX Associates LLC, including Russell L. Carson, D. Scott Mackesy and Sean Traynor, may be deemed to beneficially own the shares beneficially owned by Welsh Carson. Such persons disclaim beneficial ownership of such shares.

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The principal executive offices of Welsh, Carson, Anderson & Stowe are located at 320 Park Avenue, Suite 2500, New York, New York 10022.

(3)

Includes 7,000,000 common shares which are subject to restrictions on transfer set forth in a restricted stock award agreement entered into at the time of the consummation of the Transactions.

(4)

Includes 3,350,000 common shares which are subject to restrictions on transfer set forth in a restricted stock award agreement entered into at the time of the consummation of the Transactions

(5)

Includes 1,600,000 common shares which are subject to restrictions on transfer set forth in a restricted stock award agreement entered into at the time of the consummation of the Transactions.

(6)

Includes 3,350,000 common shares which are subject to restrictions on transfer set forth in a restricted stock award agreement entered into at the time of the consummation of the Transactions.

(7)

Includes 2,000,000 common shares which are subject to restrictions on transfer set forth in a restricted stock award agreement entered into at the time of the consummation of the Transactions.

(8)

Includes 1,300,000 common shares which are subject to restrictions on transfer set forth in a restricted stock award agreement entered into at the time of the consummation of the Transactions.

(9)

Includes 1,651,748 common shares and 235,964 participating preferred shares over which Mr. Carson has sole voting and investment power. Does not include 74,621,302 common shares and 10,660,186 participating preferred shares owned by Welsh Carson or 8,750 common shares and 1,250 participating preferred shares owned by WCAS Management Corporation. Mr. Carson, as a general partner of Welsh Carson and an officer of WCAS Management Corporation, may be deemed to beneficially own the shares beneficially owned by Welsh Carson and WCAS Management Corporation. Mr. Carson disclaims beneficial ownership of such shares.

(10)

Includes 1,000,000 common shares which are subject to restrictions on transfer set forth in a restricted stock award agreement entered into at the time of the consummation of the Transactions.

(11)

Includes 19,957 common shares and 2,851 participating preferred shares over which Mr. Mackesy has sole voting and investment power. Does not include 74,621,302 common shares and 10,660,186 participating preferred shares owned by Welsh Carson or 8,750 common shares and 1,250 participating preferred shares owned by WCAS Management Corporation. Mr. Mackesy, as a general partner of Welsh Carson and an officer of WCAS Management Corporation, may be deemed to beneficially own the shares beneficially owned by Welsh Carson and WCAS Management Corporation. Mr. Mackesy disclaims beneficial ownership of such shares.

(12)

Includes 8,484 common shares and 1,212 participating preferred shares over which Mr. Traynor has sole voting and investment power. Does not include 74,621,302 common shares and 10,660,186 participating preferred shares owned by Welsh Carson or 8,750 common shares and 1,250 participating preferred shares owned by WCAS Management Corporation. Mr. Traynor, as a general partner of Welsh Carson and an officer of WCAS Management Corporation, may be deemed to beneficially own the shares beneficially owned by Welsh Carson and WCAS Management Corporation. Mr. Traynor disclaims beneficial ownership of such shares.

(13)

Does not include 74,621,302 common shares and 10,660,186 participating preferred shares owned by Welsh Carson or 8,750 common shares and 1,250 participating preferred shares owned by WCAS Management Corporation. Includes an aggregate 21,100,000 common shares which are subject to restrictions on transfer set forth in restricted stock award agreements entered into at the time of the consummation of the Transactions.

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CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

Arrangements with Our Investors

        In connection with their investment in Holdings, Welsh Carson, its co-investors and related investors and the US Oncology directors and officers who participated in the merger, entered into a stock subscription agreement and a stockholders agreement with our parent. Pursuant to the stock subscription agreement, these investors purchased shares of our parent's preferred stock and common stock for an aggregate purchase price of approximately $309.2 million ($6.7 million of such investment was made by existing US Oncology directors and officers as described below) in cash plus an aggregate 14,307,501 shares of US Oncology common stock which were owned by Welsh Carson, its co-investors and Robert A. Ortenzio, one of our directors. Prior to the merger, these shares were contributed to our parent in exchange for our parent's equity securities. In connection with such contribution, our parent valued these shares at $15.05 per share, the per share amount of the merger consideration. Upon consummation of the merger, these shares were cancelled without payment of any merger consideration. Pursuant to the stockholders agreement, these investors entered into agreements among themselves relating to the transfer of equity securities of our parent. In addition, upon consummation of the Transactions, an affiliate of Welsh Carson received a one-time fee of $17.3 million in connection with the Transactions and we reimbursed Welsh Carson and its affiliates for their out-of-pocket expenses in connection with the Transactions.

Arrangements with Non-Employee Directors

        Russell L. Carson.    Russell L. Carson is a managing member of the general partner of Welsh Carson and a founder of Welsh, Carson, Anderson & Stowe. Mr. Carson is a co-investor with Welsh Carson and will purchase equity securities of Holdings for cash immediately prior to the merger. Also, shares of US Oncology common stock directly owned by Mr. Carson were contributed to Holdings immediately prior to the merger. In addition, stock options held by Mr. Carson were canceled in exchange for the same consideration to be received by other option holders and shares of stock held by trusts for the benefit of his children were exchanged for $15.05 in cash in the merger. Furthermore, Mr. Carson joined the board of directors of Holdings after the merger.

        Robert A. Ortenzio.    Robert A. Ortenzio and his father often co-invest with Welsh Carson. Mr. Ortenzio participated in the merger by making an investment in Holdings and acquiring shares of preferred stock and common stock on the same basis that Welsh Carson and its co-investors invested in Holdings. Shares held by Mr. Ortenzio and his father were contributed to Holdings prior to the merger in exchange for the same equity securities purchased by Welsh Carson in Holdings immediately prior to the merger. In addition, stock options held by Mr. Ortenzio were canceled in exchange for the same consideration to be received by other option holders described below. Furthermore, Mr. Ortenzio joined the board of directors of Holdings after the merger.

        Other Directors.    We are currently negotiating the sale of shares of Holdings' common and participating preferred with each of Boone Powell, Jr., Richard B. Mayor, Burton Schwartz, M.D. and Stephen E. Jones, M.D., The sale transactions are not yet final.

Arrangements with Management

        Investment in Holdings.    Certain of our other directors and executive officers participated in the merger by making an investment in Holdings and acquiring shares of preferred stock and common stock of Holdings on the same basis that Welsh Carson and its co-investors and related investors invested in Holdings. These directors and executive officers are: Lloyd K. Everson (Director), R. Dale Ross (Chairman and Chief Executive Officer), Bruce D. Broussard (Chief Financial Officer and Executive Vice President of Pharmaceutical Services), Atul Dhir, M.B.B.S., D.Phil. (President, Cancer Information and Research), George D. Morgan (Chief Operating Officer), Leo E. Sands (Executive

106

Vice President, Chief Administrative Officer and Secretary), and Phillip H. Watts (General Counsel). These directors and executive officers purchased equity in Holdings with a portion of the cash they received in the merger in exchange for their existing equity interests in US Oncology. The aggregate equity investment of such directors and executive officers was approximately $6.7 million.

        Payment of Merger Consideration.    In connection with the merger, all issued and outstanding shares of US Oncology common stock (other than shares owned by Holdings and Oiler Acquisition Corp.) were converted into the right to receive $15.05 in cash and outstanding options (including those held by our existing directors and executive officers) became immediately exercisable and canceled in exchange for (1) the excess, if any, of $15.05 over the per share exercise prices of the options multiplied by (2) the number of shares of common stock subject to the options exercisable as of the effective time of the merger, net of any applicable withholding taxes. The aggregate payment made in the merger directly to all of our existing directors and executive officers and directors for their existing equity holdings was approximately $56.7 million.

        New Restricted Stock and Option Plan Awards.    In connection with the merger, Holdings adopted a new restricted stock and option plan. Members of US Oncology's management, including some of those participating in the merger, received awards under this plan upon consummation of the merger. See "Management—New Restricted Stock and Option Plan."

        New Cash Incentive Plan.    In addition, management is entitled to participate in a long-term cash incentive plan to the extent US Oncology exceeds targeted returns on invested capital over a period of time preceding a liquidity event, such as a sale of the company or an initial public offering within a specified number of years. See "Management—New Cash Incentive Plan."

        Employment Agreements.    Upon completion of the merger, each of our existing executive offers entered into new employment agreements. See "Management—Employment Agreements."

        Stock Offering.    We have recently completed the private placement of shares of Holdings common and participating preferred stock to physicians and other select employees of our company at a price of $1.00 for each share of common stock and $33.00 for each share of participating preferred stock. The gross proceeds from this offering are approximately $34.5 million which will be contributed to us and used for general working capital purposes.

Other Relationships

        We enter into medical director agreements with certain of our affiliated physicians. Under a typical medical director agreement, we retain an affiliated physician to advise us on a specific initiative or matter, such as blood and marrow stem cell transplantation or clinical research, and, in return, we pay the affiliated physician a medical director fee, typically $25,000 to $250,000 annually. During 2003, 2002 and 2001, we had agreements with six, twenty and thirteen medical directors, respectively, under which we paid $1.2 million, $1.8 million and $1.1 million, respectively. In addition, we have agreements with other affiliated physicians providing for per diem payments for medical director services. Payments under these arrangements were not significant.

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DESCRIPTION OF CERTAIN OTHER INDEBTEDNESS

        We summarize below the principal terms of the agreements that govern our senior secured credit facility, our non-tendered existing senior subordinated notes and our Series D subordinated notes. This summary is not a complete description of all the terms of such agreements.

Our Senior Secured Credit Facility

General

        Our senior secured credit facility provides for senior secured financing of up to $560.0 million, consisting of

•

a $160.0 million revolving credit facility, none of which is currently drawn, including both a letter of credit sub-facility and a swingline loan sub-facility, that will terminate in six years and



•

a $400.0 million term loan facility with a maturity of seven years that was drawn in full in connection with the consummation of the Transactions.

        In addition, we may request additional tranches of term loans or increases to the revolving credit facility in an aggregate amount not exceeding $100 million, subject to certain conditions, including the absence of a default, our pro forma compliance with certain financial covenants and receipt of commitments by existing or additional financial institutions or institutional lenders reasonably satisfactory to the administrative agent.

        Proceeds of term loans, together with other sources of funds described under "Use of Proceeds," were used to finance the Transactions. Proceeds of revolving loans, swingline loans, letters of credit and any additional tranches of term loans will be used for general corporate purposes.

Interest and Fees

        The interest rates applicable to loans, other than swingline loans, under our senior secured credit facility are, at our option, equal to either an alternate base rate or an adjusted LIBO rate for a one, two, three or six month interest period chosen by us (or a nine or 12 month period if all lenders agree to make an interest period of such duration available) in each case, plus an applicable margin percentage.

        The alternate base rate will be the greater of (1) the prime rate or (2) one-half of 1% over the weighted average of the rates on overnight Federal funds transactions as published by the Federal Reserve Bank of New York. The adjusted LIBO rate will be determined by reference to settlement rates established for deposits in dollars in the London interbank market for a period equal to the interest period of the loan and the maximum reserve percentages established by the Board of Governors of the United States Federal Reserve to which our lenders are subject. The applicable margin percentage will initially be a percentage per annum equal to (1) 1.75% for alternate base rate term loans, (2) 2.75% for adjusted LIBO rate term loans, (3) 1.50% for alternate base rate revolving loans and (4) 2.50% for adjusted LIBO rate revolving loans. Following the delivery to the lenders of our financial statements for the fiscal year ended December 31, 2004, the applicable margin percentage under the revolving credit facility and term loan facility will be subject to adjustment based upon the ratio of our total indebtedness to our consolidated EBITDA.

        Swingline loans bear interest at the interest rate applicable to alternate base rate revolving loans.

        On the last business day of each calendar quarter we are required to pay each lender a commitment fee in respect of any unused commitments under the revolving credit facility. The commitment fee is initially 0.50% and will be subject to adjustment based upon the ratio of our total indebtedness to our consolidated EBITDA.

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Prepayments

        Subject to exceptions, our senior secured credit facility requires mandatory prepayments of term loans in amounts equal to:

•

100% of the net cash proceeds from asset sales that are not reinvested by us within a specified period,



•

50% of the net cash proceeds from the issuance of certain equity securities by us or our parent,



•

100% of the net cash proceeds from the issuance of certain debt securities by us or our parent, and



•

75% (subject to reduction based upon the ratio of our total indebtedness to our consolidated EBITDA) of our annual excess cash flow.

        Voluntary prepayments of loans under our senior secured credit facility and voluntary reductions of revolving credit commitments are permitted, in whole or in part, in minimum amounts without premium or penalty, other than customary breakage costs with respect to adjusted LIBO rate loans.

Amortization of Principal

        Our senior secured credit facility requires scheduled quarterly payments on the term loans each equal to $1.0 million for the first six years, with the balance paid in four equal quarterly installments thereafter.

Collateral and Guarantors

        Indebtedness under our senior secured credit facility is guaranteed by all of our current restricted subsidiaries, all of our future restricted subsidiaries and by our parent and is secured by a first priority security interest in substantially all of our existing and future real and personal property, including accounts receivable, inventory, equipment, general intangibles, intellectual property, investment property, cash and a first priority pledge of our capital stock and the capital stock of the guarantor subsidiaries.

Restrictive Covenants and Other Matters

        Our senior secured credit facility requires that we comply on a quarterly basis with certain financial covenants, including an interest coverage ratio test and a maximum leverage ratio test, which financial covenants will become more restrictive over time. In addition, our senior secured credit facility includes negative covenants restricting or limiting our ability and the ability of our subsidiaries, to, among other things:

•

incur, assume or permit to exist additional indebtedness or guarantees,



•

incur liens and engage in sale leaseback transactions,



•

make capital expenditures,



•

make loans, investments and other advances,



•

declare dividends, make payments or redeem or repurchase capital stock,



•

engage in mergers, acquisitions and other business combinations,



•

prepay, redeem or purchase certain indebtedness including the notes,



•

amend or otherwise alter terms of certain indebtedness including the notes,



•

enter into agreements limiting subsidiary distributions,

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•

sell assets,



•

transact with affiliates, and



•

alter the business that we conduct.

        Such negative covenants are subject to exceptions, including, with respect to restrictions on dividends from us to our parent.

        Our senior secured credit facility contains certain customary representations and warranties, affirmative covenants and events of default, including payment defaults, breach of representations and warranties, covenant defaults, cross defaults to certain indebtedness, certain events of bankruptcy, certain events under ERISA, material judgments, actual or asserted failure of any guaranty or security document supporting our senior secured credit facility to be in full force and effect and change of control. If such an event of default occurs, the lenders under our senior secured credit facility are entitled to take various actions, including the acceleration of amounts due under our senior secured credit facility and all actions permitted to be taken by a secured creditor.

Non-Tendered Existing Senior Subordinated Notes

        Our existing senior subordinated notes were issued on February 1, 2002 in an original aggregate principal amount of $175,000,000, of which $3.0 million remained outstanding as of September 30, 2004. Interest on these notes accrues at 9 5/8% per annum, with such interest payable semi-annually in arrears on each February 1 and August 1 to the holders of record of such notes as of each January 15 and July 15 prior to each such respective payment date. The notes may be redeemed by us beginning on February 1, 2007, in whole or in part, at redemption prices in excess of their aggregate principal amount.

Series D Subordinated Notes

        The subordinated notes were issued to physicians with whom we entered into service agreements. Substantially all of the subordinated notes outstanding at December 31, 2003 bear interest at 7%, are due in installments through 2007 and are subordinated to senior bank and certain other debt. If we fail to make payments under any of the notes, the respective practice can terminate the related service agreement.

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DESCRIPTION OF SENIOR EXCHANGE NOTES

        You can find the definitions of certain terms used in this description under the subheading "Certain Definitions". In this description, the words "Company", "we", "us" and "our" refer only to Oiler Acquisition Corp. and, following the merger described below, US Oncology, Inc. and not to any of their respective subsidiaries.

        Oiler Acquisition Corp., which merged with and into US Oncology, Inc., with US Oncology, Inc. continuing as the surviving corporation (the "Merger"), issued the Senior Notes under an Indenture (the "Senior Notes Indenture") dated as of August 20, 2004, between itself and LaSalle Bank National Association, as Trustee.

        The terms of the senior exchange notes are identical in all material respects to the outstanding senior notes except that upon completion of the exchange offer, the senior exchange notes will be registered under the Securities Act and free of any covenants regarding exchange registration rights. We refer to the senior exchange notes, together with the outstanding senior notes as the "Senior Notes." The terms of the Senior Notes include those set forth in the Senior Notes Indenture and those made part of the Senior Notes Indenture by reference to the Trust Indenture Act.

        We urge you to read the Senior Notes Indenture because it, and not this description, defines your rights as a holder of these Senior Notes. A copy of the Senior Notes Indenture is available upon request to the Company at the address indicated under "Where You Can Find Additional Information".

        We can issue, subject to compliance with the covenant described under "—Certain Covenants—Limitation on Debt", an unlimited amount of additional Senior Notes at later dates under the same Senior Notes Indenture. We can issue additional Senior Notes as part of the same series or as an additional series. Any additional Senior Notes that we issue in the future will be identical in all respects to the Senior Notes, except that Senior Notes issued in the future will have different issuance prices and issuance dates. We will issue Senior Notes only in fully registered form without coupons, in denominations of $1,000 and integral multiples of $1,000.

Principal, Maturity and Interest

        The Senior Notes mature on August 15, 2012. We can issue an unlimited aggregate principal amount of Offered Senior Notes and additional Senior Notes, combined. We issued $300.0 million aggregate principal amount of Offered Senior Notes on August 20, 2004.

        Interest on the Offered Senior Notes accrues at a rate of 9% per annum and is payable semi-annually in arrears on February 15 and August 15, commencing on February 15, 2005. We will pay interest to those persons who were holders of record on the February 1 or August 1 immediately preceding each interest payment date. We will pay interest on overdue principal at 1% per annum in excess of the above rate and will pay interest on overdue installments of interest at that higher rate to the extent lawful.

        Interest on the Senior Notes accrues from the date of original issuance or, if interest has already been paid, from the date it was most recently paid. Interest will be computed on the basis of a 360-day year comprised of twelve 30-day months.

Ranking

        The Senior Notes are:

•

senior unsecured obligations of the Company;



•

equal in ranking ("pari passu") with all our existing and future senior debt;

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•

senior in right of payment to all our existing and future subordinated debt, including the senior subordinated notes and any of US Oncology Inc.'s 9⁵/8% Senior Subordinated Notes due 2012 that were not repurchased in connection with the Merger; and



•

guaranteed on a senior unsecured basis by the Subsidiary Guarantors.

As of September 30, 2004, after giving effect to the offering, the application of the net proceeds from the offering of the outstanding notes and the Transactions, the total outstanding debt of the Company and the Subsidiary Guarantors on a consolidated basis, excluding unused commitments made by lenders, would have been approximately $991.9 million.

        We only have a stockholder's claim in the assets of our subsidiaries. This stockholder's claim is junior to the claims that creditors of our subsidiaries have against our subsidiaries. Holders of the Senior Notes will only be creditors of the Company and of those subsidiaries that are Subsidiary Guarantors. In the case of subsidiaries that are not Subsidiary Guarantors, all the existing and future liabilities of these subsidiaries, including any claims of trade creditors and preferred stockholders, will be effectively senior to the Senior Notes.

        Substantially all of our operations are conducted through our subsidiaries. Therefore, our ability to service our debt, including the Senior Notes, is dependent upon the earnings of our subsidiaries, and their ability to distribute those earnings as dividends, loans or other payments to us. Certain laws restrict the ability of our subsidiaries to pay us dividends or make loans and advances to us. If these restrictions are applied to subsidiaries that are not Subsidiary Guarantors, then we would not be able to use the earnings of those subsidiaries to make payments on the Senior Notes. Furthermore, under certain circumstances, bankruptcy "fraudulent conveyance" laws or other similar laws could invalidate the Subsidiary Guarantees. If this were to occur, we would also be unable to use the earnings of these Subsidiary Guarantors to the extent they face restrictions on distributing funds to us. Any of the situations described above could make it more difficult for us to service our debt.

        The total balance sheet liabilities of the Subsidiary Guarantors and our other subsidiaries as of September 30, 2004, excluding unused commitments made by lenders, was as follows:

        $297.1 million—approximate total balance sheet liabilities of the Subsidiary Guarantors

        $3.2 million—approximate total balance sheet liabilities of all other subsidiaries

        The Subsidiary Guarantors and our other subsidiaries have other liabilities, including contingent liabilities, that may be significant. The Senior Notes Indenture contains limitations on the amount of additional Debt that we and the Restricted Subsidiaries may Incur. However, the amounts of this Debt could nevertheless be substantial and, in certain circumstances, may be Incurred either by Subsidiary Guarantors or by our other subsidiaries.

        The Senior Notes are unsecured obligations of the Company and the Subsidiary Guarantors. Secured Debt of the Company and the Subsidiary Guarantors will be effectively senior to the Senior Notes to the extent of the value of the assets securing this Debt.

        As of September 30, 2004 the outstanding secured Debt of the Company and the Subsidiary Guarantors was as follows:

        $399.2 million—approximate secured Debt of the Company and the Subsidiary Guarantors, combined.

Subsidiary Guarantees

        Our obligations under the Senior Notes Indenture, including the repurchase obligation resulting from a Change of Control, are fully and unconditionally guaranteed, jointly and severally, on a senior, unsecured basis, by (1) all of our existing and any future Domestic Restricted Subsidiaries and (2) any

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future Foreign Restricted Subsidiary that guarantees any Debt of the Company. The obligations of each Subsidiary Guarantor under its Subsidiary Guarantee are limited as necessary to prevent that Subsidiary Guarantee from constituting a fraudulent conveyance under applicable law.

        The Subsidiary Guarantors currently generate a substantial portion of our revenue. As of September 30, 2004 our subsidiaries that were not Subsidiary Guarantors represented the following approximate percentages of our assets and revenues, on a consolidated basis:

0.7%	—	of our consolidated assets represented by subsidiaries that are not Subsidiary Guarantors
0.3%	—	of our consolidated total revenues represented by subsidiaries that are not Subsidiary Guarantors (revenues for the combined nine month period ended September 30, 2004)

        If we sell or otherwise dispose of either:

(1)

our ownership interest in a Subsidiary Guarantor, or



(2)

all or substantially all the assets of a Subsidiary Guarantor,

such Subsidiary Guarantor will be released from all its obligations under its Subsidiary Guarantee. In addition, if we redesignate a Subsidiary Guarantor as an Unrestricted Subsidiary, which we can do under certain circumstances, the redesignated Subsidiary Guarantor will be released from all its obligations under its Subsidiary Guarantee. See "—Certain Covenants—Designation of Restricted and Unrestricted Subsidiaries", "—Limitation on Issuance or Sale of Capital Stock of Restricted Subsidiaries" and "—Merger, Consolidation and Sale of Property".

        If any Subsidiary Guarantor makes payments under its Subsidiary Guarantee, each of the Company and the other Subsidiary Guarantors must contribute their share of such payments. The Company's and the other Subsidiary Guarantors' shares of such payment will be computed based on the proportion that the net worth of the Company or the relevant Subsidiary Guarantor represents relative to the aggregate net worth of the Company and all the Subsidiary Guarantors combined.

Optional Redemption

        Except as set forth in the following paragraphs, the Senior Notes are not be redeemable at the option of the Company prior to August 15, 2008. Starting on that date, the Company may redeem all or any portion of the Senior Notes, at once or over time, after giving the required notice under the Senior Notes Indenture. The Senior Notes may be redeemed at the redemption prices set forth below, plus accrued and unpaid interest, if any, to the redemption date (subject to the right of holders of record on the relevant record date to receive interest due on the relevant interest payment date). The following prices are for Senior Notes redeemed during the 12-month period commencing on August 15 of the years set forth below, and are expressed as percentages of principal amount:

Redemption Year	Price
2008	104.500%
2009	102.250%
2010 and thereafter	100.000%

        At any time and from time to time, prior to August 15, 2007, the Company may redeem up to a maximum of 35% of the original aggregate principal amount of the Senior Notes (which includes any additional Senior Notes) with the proceeds of one or more Qualified Equity Offerings (provided that, if the Qualified Equity Offering is an offering by Parent, a portion of the net cash proceeds thereof equal to the amount required to redeem any such Senior Notes is contributed to the equity capital of the Company or used to acquire Capital Stock of the Company (other than Disqualified Stock) from the

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Company), at a redemption price equal to 109% of the principal amount thereof, plus accrued and unpaid interest thereon, if any, to the redemption date (subject to the right of holders of record on the relevant record date to receive interest due on the relevant interest payment date); provided, however, that after giving effect to any such redemption, at least 65% of the original aggregate principal amount of the Senior Notes remains Outstanding. Any such redemption shall be made within 90 days of such Qualified Equity Offering upon not less than 30 nor more than 60 days' prior notice.

        The Company may choose to redeem all or any portion of the Senior Notes, at once or over time, prior to August 15, 2008. If it does so, it may redeem the Senior Notes after giving the required notice under the Senior Notes Indenture. To redeem the Senior Notes, the Company must pay a redemption price equal to the sum of:

(a)

100% of the principal amount of the Senior Notes to be redeemed, plus



(b)

the Applicable Premium,

plus accrued and unpaid interest, if any, to the redemption date (subject to the right of holders of record on the relevant record date to receive interest due on the relevant interest payment date).

"Applicable Premium" means, with respect to a Senior Note at any time, the greater of (1) 1.0% of the principal amount of such Senior Note at such time and (2) the excess of (A) the present value at such time of (i) the redemption price of such Senior Note at August 15, 2008 (such redemption price being described in the table appearing in the first paragraph of "—Optional Redemption" exclusive of any accrued interest) plus (ii) any required interest payments due on such Senior Note through August 15, 2008, (including any accrued and unpaid interest) computed using a discount rate equal to the Treasury Rate plus 50 basis points, over (B) the principal amount of such Senior Note.

"Comparable Treasury Issue" means the United States Treasury security selected by an Independent Investment Banker as having a maturity comparable to the remaining term of the Senior Notes that would be utilized, at the time of selection and in accordance with customary financial practice, in pricing new issues of corporate debt securities of comparable maturity to the remaining term of such Senior Notes. "Independent Investment Banker" means one of the Reference Treasury Dealers appointed by the Trustee after consultation with the Company.

"Comparable Treasury Price" means, with respect to any redemption date:

        (a)   the average of the bid and asked prices for the Comparable Treasury Issue (expressed in each case as a percentage of its principal amount) on the third business day preceding such redemption date, as set forth in the most recently published statistical release designated "H.15(519)" (or any successor release) published by the Board of Governors of the Federal Reserve System and which establishes yields on actively traded United States treasury securities adjusted to constant maturity under the caption "Treasury Constant Maturities" or

        (b)   if such release (or any successor release) is not published or does not contain such prices on such business day, the average of the Reference Treasury Dealer Quotations for such redemption date.

"Reference Treasury Dealer" means Citigroup Global Markets Inc., J.P. Morgan Securities Inc., Wachovia Capital Markets, LLC and Deutsche Bank Securities Inc. and their respective successors; provided, however, that if any of the foregoing shall cease to be a primary U.S. Government securities dealer in New York City (a "Primary Treasury Dealer"), the Company shall substitute therefor another Primary Treasury Dealer.

"Reference Treasury Dealer Quotations" means, with respect to each Reference Treasury Dealer and any redemption date, the average, as determined by the Trustee, of the bid and asked prices for the Comparable Treasury Issue (expressed in each case as a percentage of its principal amount) quoted in

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writing to the Trustee by such Reference Treasury Dealer at 5:00 p.m. on the third business day preceding such redemption date.

"Treasury Rate" means, with respect to any redemption date, the rate per annum equal to the yield to maturity of the Comparable Treasury Issue, compounded semi-annually, assuming a price for such Comparable Treasury Issue (expressed as a percentage of its principal amount) equal to the Comparable Treasury Price for such redemption date.

        Any notice to holders of Senior Notes of such a redemption needs to include the appropriate calculation of the redemption price, but does not need to include the redemption price itself. The actual redemption price, calculated as described above, must be set forth in an Officers' Certificate delivered to the Trustee no later than two business days prior to the redemption date.

Sinking Fund

        There are no mandatory sinking fund payments for the Senior Notes.

Repurchase at the Option of Holders Upon a Change of Control

        Upon the occurrence of a Change of Control (unless the Company gives notice of redemption pursuant to the provisions of the Senior Notes Indenture described under "—Optional Redemption"), each holder of Senior Notes will have the right to require us to repurchase all or any part of such holder's Senior Notes pursuant to the offer described below (the "Change of Control Offer") at a purchase price (the "Change of Control Purchase Price") equal to 101% of the principal amount thereof, plus accrued and unpaid interest, if any, to the purchase date (subject to the right of holders of record on the relevant record date to receive interest due on the relevant interest payment date).

        Within 30 days following any Change of Control, the Company shall:

        (a)   cause a notice of the Change of Control Offer to be sent at least once to the Dow Jones News Service or similar business news service in the United States and

        (b)   send, by first class mail, with a copy to the Trustee, to each holder of Senior Notes, at such holder's address appearing in the Security Register, a notice stating:

        (1)   that a Change of Control has occurred and a Change of Control Offer is being made pursuant to the covenant entitled "Repurchase at the Option of Holders Upon a Change of Control" and that all Senior Notes timely tendered will be accepted for payment;

        (2)   the Change of Control Purchase Price and the purchase date, which shall be, subject to any contrary requirements of applicable law, a business day no earlier than 30 days nor later than 60 days from the date such notice is mailed;

        (3)   the circumstances and relevant facts regarding the Change of Control including information with respect to pro forma historical income, cash flow and capitalization after giving effect to the Change of Control); and

        (4)   the procedures that holders of Senior Notes must follow in order to tender their Senior Notes (or portions thereof) for payment, and the procedures that holders of Senior Notes must follow in order to withdraw an election to tender Senior Notes (or portions thereof) for payment.

        We will not be required to make a Change of Control Offer following a Change of Control if a third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth in the Senior Notes Indenture applicable to a Change of Control Offer made by us and purchases all Senior Notes validly tendered and not withdrawn under such Change of Control Offer.

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        We will comply, to the extent applicable, with the requirements of Section 14(e) of the Exchange Act and any other securities laws or regulations in connection with the repurchase of Senior Notes pursuant to a Change of Control Offer. To the extent that the provisions of any securities laws or regulations conflict with the provisions of the covenant described above, we will comply with the applicable securities laws and regulations and will not be deemed to have breached our obligations under this covenant by virtue of such compliance.

        The Change of Control repurchase feature is a result of negotiations between us and the initial purchasers. Following the Transactions, management has no present intention to engage in a transaction involving a Change of Control, although it is possible that we would decide to do so in the future. Subject to certain covenants described below, we could, in the future, enter into certain transactions, including acquisitions, refinancings or other recapitalizations, that would not constitute a Change of Control under the Senior Notes Indenture, but that could increase the amount of debt outstanding at such time or otherwise affect our capital structure or credit ratings.

        The definition of Change of Control includes a phrase relating to the sale, lease, transfer or other conveyance of "all or substantially all" of our assets. Although there is a developing body of case law interpreting the phrase "substantially all", there is no precise established definition of the phrase under applicable law. Accordingly, if we dispose of less than all our assets by any of the means described above, the ability of a holder of Senior Notes to require us to repurchase its Senior Notes may be uncertain. In such a case, holders of the Senior Notes may not be able to resolve this uncertainty without resorting to legal action.

        The Credit Facilities provide that the occurrence of certain change of control events with respect to Parent or the Company would constitute a default thereunder. In the event that at the time of such Change of Control the terms of any Debt of the Company (including the Credit Agreement) restrict or prohibit the purchase of Senior Notes following such Change of Control, then prior to the mailing of the notice to Holders but in any event within 30 days following any Change of Control, we undertake to (1) repay in full all such Debt or (2) obtain the requisite consents under the agreements governing such Debt to permit the repurchase of the Senior Notes. If we do not repay such Debt or obtain such consents, we will remain prohibited from purchasing Senior Notes. In such case, our failure to comply with the foregoing undertaking, after appropriate notice and lapse of time would result in an Event of Default under the Senior Notes Indenture, which would, in turn, constitute a default under the Credit Agreement.

        Future indebtedness that we may incur may contain prohibitions on the occurrence of certain events that would constitute a Change of Control or require the repurchase of such indebtedness upon a Change of Control. Moreover, the exercise by the holders of their right to require us to repurchase the Senior Notes could cause a default under such indebtedness, even if the Change of Control itself does not, due to the financial effect of such repurchase on us. Finally, our ability to pay cash to the holders of Senior Notes following the occurrence of a Change of Control may be limited by our then existing financial resources. There can be no assurance that sufficient funds will be available when necessary to make any required repurchases.

        Our obligation to make an offer to repurchase the Senior Notes as a result of a Change of Control may be waived or modified with the written consent of the holders of a majority in principal amount of the Senior Notes. See "—Amendments and Waivers".

Certain Covenants

        The Senior Notes Indenture contains covenants including, among others, the following:

        Limitation on Debt.    (a) The Company shall not, and shall not permit any Restricted Subsidiary to, Incur, directly or indirectly, any Debt unless, after giving pro forma effect to the application of the

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

        (b)   Notwithstanding the foregoing paragraph (a), each of the following shall be permitted (collectively, "Permitted Debt");

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

        (2)   Debt of the Company or a Subsidiary Guarantor under any Credit Facilities, provided, however, that the aggregate principal amount of all such Debt under the Credit Facilities at any one time outstanding shall not exceed $650.0 million, which amount shall be permanently reduced by the amount of Net Available Cash used to Repay Debt under the Credit Facilities, and not subsequently reinvested in Additional Assets or used to purchase Senior Notes or Repay other Debt, pursuant to the covenant described under "—Limitation on Asset Sales";

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

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

        (5)   (A) Debt (including Capital Lease Obligations) Incurred by the Company or any Subsidiary Guarantor (i) to finance the purchase, lease, construction or improvement of property (real or personal) or equipment (whether through the direct purchase of assets or the Capital Stock of any Person owning such assets) at the time of, or within 270 days after, such purchase, lease or improvement or (ii) as part of a Sale and Leaseback Transaction and (B) Debt constituting Guarantees of Debt of Permitted Joint Ventures; provided, however, that the aggregate principal amount of such Debt and Guarantees, when taken together with the amount of Debt and Guarantees previously Incurred pursuant to this clause (5) and then outstanding (including any Permitted Refinancing Debt with respect thereto), does not exceed the greater of (x) $50.0 million and (y) 6.0% of Total Tangible Assets;

        (6)   Debt of a Restricted Subsidiary outstanding on the date on which such Restricted Subsidiary was acquired by the Company or otherwise became a Restricted Subsidiary (other than Debt Incurred as consideration in, or to provide all or any portion of the funds or credit support utilized to consummate, the transaction or series of transactions pursuant to which such Restricted Subsidiary became a Subsidiary of the Company or was otherwise acquired by the Company); provided, however, that at the time such Restricted Subsidiary was acquired by

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the Company or otherwise became a Restricted Subsidiary and after giving effect to the Incurrence of such Debt, the Company would have been able to Incur $1.00 of additional Debt pursuant to paragraph (a) of this covenant;

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

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

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

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

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

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

        (13) Debt in the form of loans from Unrestricted Subsidiaries in an aggregate principal amount at any time outstanding not to exceed $10.0 million;

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

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

        (16) In addition to the items referred to in clauses (1) through (l5) above, Debt of the Company or a Subsidiary Guarantor in an aggregate principal amount which, when taken

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together with the amount of Debt previously Incurred pursuant to this clause (16) and then outstanding, does not exceed $50.0 million.

Notwithstanding anything to the contrary contained in this covenant,

        (A)  the Company shall not, and shall not permit any Subsidiary Guarantor to, Incur any Debt pursuant to paragraph (b) of this covenant if the proceeds thereof are used, directly or indirectly, to Refinance any Subordinated Obligations unless such Debt shall be subordinated to the Senior Notes or the applicable Subsidiary Guarantee, as the case may be, to at least the same extent as such Subordinated Obligations, and

        (B)  the Company shall not permit any Restricted Subsidiary that is not a Subsidiary Guarantor to Incur any Debt pursuant to this covenant if the proceeds thereof are used, directly or indirectly, to Refinance any Debt of the Company or any Subsidiary Guarantor.

For purposes of determining compliance with this covenant:

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

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

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

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

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

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

        (b)   the Company could not Incur at least $1.00 of additional Debt pursuant to paragraph (a) of the covenant described under "—Limitation on Debt" or

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

        (1)   50% of the aggregate amount of Consolidated Net Income accrued during the period (treated as one accounting period) from the beginning of the fiscal quarter during which the Issue Date occurs to the end of the most recent fiscal quarter ending prior to the date of such Restricted Payment for which internal financial statements are available (or if the aggregate amount of Consolidated Net Income for such period shall be a deficit, minus 100% of such deficit), plus

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

        (3)   the sum of:

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

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

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

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

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

plus

        (4)   an amount equal to the sum of:

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

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

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

        Notwithstanding the foregoing limitation, the Company may:

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

        (b)   make any Restricted Payment in exchange for, or out of the proceeds of the substantially concurrent sale of, Capital Stock of the Company (other than Disqualified Stock and other than Capital Stock issued or sold to a Subsidiary of the Company or an employee stock ownership plan

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or trust established by the Company or any such Subsidiary for the benefit of their employees) or contributed in respect of such Capital Stock; provided, however, that

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

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

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

        (d)   repurchase shares of, or options to purchase shares of, Capital Stock of Parent, the Company or any of the Company's Subsidiaries (or pay dividends to Parent to consummate any such repurchases) from current or former officers, directors or employees of the Company or any of its Subsidiaries (or permitted transferees of such current or former officers, directors or employees), pursuant to the terms of agreements (including employment agreements) or plans (or amendments thereto) approved by the Parent Board or the Board of Directors under which such individuals purchase or sell, or are granted the option to purchase or sell, shares of such common stock; provided, however, that the aggregate amount of such repurchases in any calendar year shall not exceed the lesser of (A) the sum of (x) $500,000 and (y) the aggregate amount of Restricted Payments permitted (but not made) in prior calendar years pursuant to this clause (d) and (B) the sum of (i) $2.5 million plus (ii) the amount of net cash proceeds received by the Company after the Issue Date from any payment under "key-man" life insurance policies obtained by the Company or a Restricted Subsidiary to insure the life of any director or officer of the Company or a Restricted Subsidiary; and provided further, however, that such repurchases shall be excluded in the calculation of the amount of Restricted Payments;

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

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

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

        (3)   to pay fees and expenses other than to Affiliates related to an unsuccessful equity or debt offering not prohibited by the Senior Notes Indenture:

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

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

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

        (h)   make any Restricted Payment made on the Issue Date in connection with the Transactions and described in this prospectus; provided, however, that such payments shall be excluded in the calculation of the amount of Restricted Payments;

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

        (j)    purchase, defease or otherwise acquire or retire for value any Subordinated Obligations upon a Change of Control of the Company or an Asset Sale by the Company, to the extent required by any agreement pursuant to which such Subordinated Obligations were issued, but only if the Company has complied with the provisions described in "—Repurchase at the Option of Holders Upon a Change of Control" above or "—Limitation on Asset Sales" below; provided, however, that such payments shall be included in the calculation of the amount of Restricted Payments; and

        (k)   make Restricted Payments in an amount which, when taken together with all Restricted Payments made pursuant to this clause (k), does not exceed $30.0 million; provided, however, that at the time of each such Restricted Payment, no Default or Event of Default shall have occurred and be continuing (or result therefrom); provided further, however, that such Restricted Payments shall be excluded in the calculation of the amount of Restricted Payments.

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

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

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

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

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

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

        (1)   directors' qualifying shares,

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

        (3)   if, immediately after giving effect to such disposition, such Restricted Subsidiary either (i) remains a Restricted Subsidiary or (ii) would no longer constitute a Restricted Subsidiary and

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any Investment in such Person remaining after giving effect thereto is treated as a new Investment by the Company and such Investment would constitute a Permitted Investment or would be permitted to be made under the covenant described under "—Limitation on Restricted Payments" if made on the date of such disposition.

        Limitation on Asset Sales.    The Company shall not, and shall not permit any Restricted Subsidiary to, directly or indirectly, consummate any Asset Sale unless:

        (a)   the Company or such Restricted Subsidiary receives consideration at the time of such Asset Sale at least equal to the Fair Market Value of the Property subject to such Asset Sale; provided, however, that with respect to PPM Asset Sales, the Company receives consideration at the time of such PPM Asset Sale at least equal to the lesser of (x) the Fair Market Value of such Property and (y) the net book value of such Property excluding any write downs or reductions in net book value after June 30, 2004 other than as a result of normal course depreciation and amortization or casualty or destruction or, if specified in the applicable Management Services Agreement, the price at which the purchaser of such Property is entitled to purchase such Property pursuant to such Management Services Agreement; and

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

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

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

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

        (3)   with respect to PPM Asset Sales, (x) the principal amount of any Debt of the Company canceled or retired as consideration to the Company or a Restricted Subsidiary in such PPM Asset Sale and (y) Capital Stock of Parent at the time of such PPM Asset Sale in an aggregate amount which, when taken together with any other such Debt or Capital Stock received pursuant to this clause (3), does not exceed $10.0 million.

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

        (a)   to Repay Debt Incurred pursuant to clause (2) of paragraph (b) of the covenant described under "—Limitation on Debt" (excluding, in any such case, any Debt owed to the Company or an Affiliate of the Company); or

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

        Any Net Available Cash from an Asset Sale not applied in accordance with the preceding paragraph within one year from the date of the receipt of such Net Available Cash (or, if later, 90 days after the execution of any agreement with respect to such application, which agreement is signed within one year from the date of the receipt of such Net Available Cash) shall constitute "Excess Proceeds".

        When the aggregate amount of Excess Proceeds exceeds $20.0 million, the Company will be required to make an offer to purchase (the "Prepayment Offer") the Senior Notes which offer shall be

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

        The term "Allocable Excess Proceeds" will mean the product of:

        (a)   the Excess Proceeds and

        (b)   a fraction,

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

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

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

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

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

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

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

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

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        The foregoing limitations will not apply:

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

        (A)  in effect on the Issue Date,

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

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

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

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

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

        (G)  arising under applicable law,

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

        (I)   contained in any agreement or instrument governing Senior Debt (including the Credit Facilities) not Incurred in violation of the Senior Notes Indenture; provided, however, that such restrictions, taken as a whole, are no more restrictive in the aggregate than those contained in the Credit Facilities on the Issue Date, as determined in good faith by the Board of Directors, whose determination shall be conclusive, and

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

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

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

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

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

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

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

        (b)   if such Affiliate Transaction involves aggregate payments or value in excess of $10.0 million, the Board of Directors (including a majority of the disinterested members of the Board of Directors) approves such Affiliate Transaction and, in its good faith judgment, believes that such Affiliate Transaction complies with clause (a) of this paragraph as evidenced by a Board Resolution promptly delivered to the Trustee; and

        (c)   if such Affiliate Transaction involves aggregate payments or value in excess of $25.0 million, the Company obtains a written opinion from an Independent Financial Advisor to the effect that the consideration to be paid or received in connection with such Affiliate Transaction is fair, from a financial point of view, to the Company and the Restricted Subsidiaries, taken as a whole or is not less favorable to the Company and its Restricted Subsidiaries than could reasonably be expected to be obtained at the time in an arm's length transaction with a Person who was not an Affiliate. For purposes of this clause (c) only, any contract or series of related contracts for the rendering of services entered into in the ordinary course of business by the Company or any Restricted Subsidiary with any other Person will not be deemed to be in excess of $25.0 million if, when entered into, (x) the payments made by the Company and the Restricted Subsidiaries and (y) the value of services performed by the Company and the Restricted Subsidiaries in connection with such contract or series of related contracts do not exceed, and are not then reasonably expected by the Board of Directors in its good faith determination to exceed, $10.0 million in any year.

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

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

        (b)   any Restricted Payment permitted to be made pursuant to the covenant described under "—Limitation on Restricted Payments" other than any Permitted Investment;

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

        (d)   (i) loans and advances to employees made in the ordinary course of business of the Company or such Restricted Subsidiary, as the case may be; provided, however, that such loans and advances do not exceed $3.0 million in the aggregate at any one time outstanding; and (ii) loans to

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affiliated physician groups made pursuant to clause (o) of the definition of "Permitted Investments";

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

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

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

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

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

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

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

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

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

        (1)   Incur Debt in an amount equal to the Attributable Debt with respect to such Sale and Leaseback Transaction pursuant to the covenant described under "—Limitation on Debt", and

        (2)   create a Lien on such Property securing such Attributable Debt without also securing the Senior Notes or the applicable Subsidiary Guarantee pursuant to the covenant described under "—Limitation on Liens",

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

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        (c)   such Sale and Leaseback Transaction is effected in compliance with the covenant described under "—Limitation on Asset Sales".

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

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

        (b)   one of the following:

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

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

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

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

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

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

        (x)   the Company could Incur at least $1.00 of additional Debt pursuant to paragraph (a) of the covenant described under "—Limitation on Debt", and

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

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

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

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

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

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

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

Merger, Consolidation and Sale of Property

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

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

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

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

        (d)   immediately after giving pro forma effect to such transaction or series of transactions, the Company or the Surviving Person, as the case may be, would be able to Incur at least $1.00 of additional Debt under paragraph (a) of the covenant described under "—Certain Covenants—Limitation on Debt"; provided, however, that this clause (d) will not be applicable to (A) the Company or a Restricted Subsidiary consolidating with, merging into, conveying, transferring or leasing all or substantially all its Property to the Company or a Subsidiary Guarantor or (B) the Company or a Restricted Subsidiary merging with an Affiliate of the Company solely for the purpose and with the sole effect of reincorporating the Company or a Restricted Subsidiary in another jurisdiction; and

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

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

        Upon consummation of the Merger, US Oncology, Inc. shall execute and deliver to the Trustee a supplemental indenture of the type referred to in clause (b) of the first paragraph under this heading "—Merger, Consolidation and Sale of Property," whereupon US Oncology, Inc. shall be the successor Company and shall succeed to, and be substituted for, and may exercise every right and power of, the predecessor Company under the Senior Notes Indenture, and thereafter the predecessor Company shall be discharged from all obligations and covenants under the Senior Notes Indenture and the Senior Notes. Notwithstanding anything in the covenant described under this heading "—Merger, Consolidation and Sale of Property" to the contrary, the merger of Oiler Acquisition Corp. with and into US Oncology, Inc. shall be permitted under the Senior Notes Indenture.

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

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

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

        (c)   immediately before and after giving effect to such transaction or series of transactions on a pro forma basis (and treating, for purposes of this clause (c), any Debt that becomes, or is anticipated to become, an obligation of the Surviving Person, the Company or any Restricted Subsidiary as a result of such transaction or series of transactions as having been Incurred by the Surviving Person, the Company or such Restricted Subsidiary at the time of such transaction or series of transactions), no Default or Event of Default shall have occurred and be continuing; provided, however, that this paragraph (c) will not be applicable to any Subsidiary Guarantor that consolidates with, merges with or into or conveys, transfers or leases all or substantially all of its Property to the Company or another Subsidiary Guarantor.

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

        The foregoing provisions with respect to Subsidiary Guarantors (other than clause (c)) shall not apply to any transactions which constitute an Asset Sale if the Company has complied with the covenant described under "—Certain Covenants—Limitation on Asset Sales".

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

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Reports

        Whether or not required by the SEC, so long as any Senior Notes are outstanding, if not filed electronically with the SEC through the SEC's Electronic Data Gathering, Analysis, and Retrieval System (or any successor system), the Company will furnish to the holders of Senior Notes, within the time periods specified in the SEC's rules and regulations:

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

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

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

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

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

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

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Events of Default

        Events of Default in respect of the Senior Notes include:

        (1)   failure to make the payment of any interest on the Senior Notes when the same becomes due and payable, and such failure continues for a period of 30 days;

        (2)   failure to make the payment of any principal of, or premium, if any, on, any of the Senior Notes when the same becomes due and payable at its Stated Maturity, upon acceleration, redemption, optional redemption, required repurchase or otherwise;

        (3)   failure to comply with the covenant described under "—Merger, Consolidation and Sale of Property";

        (4)   failure to comply with any other covenant or agreement in the Senior Notes or in the Senior Notes Indenture (other than a failure that is the subject of the foregoing clause (1), (2) or (3)) and such failure continues for 30 days after written notice is given to the Company as provided below;

        (5)   a default under any Debt by the Company or any Restricted Subsidiary that results in acceleration of the maturity of such Debt, or failure to pay any such Debt at maturity, in an aggregate amount greater than $20.0 million or its foreign currency equivalent at the time (the "cross acceleration provisions");

        (6)   any judgment or judgments for the payment of money in an aggregate amount in excess of $20.0 million (or its foreign currency equivalent at the time), net of any amount covered by insurance issued by a reputable and creditworthy insurer that has not contested coverage or reserved rights with respect to the underlying claim, that shall be rendered against the Company or any Restricted Subsidiary and that shall not be waived, satisfied or discharged for any period of 60 consecutive days during which a stay of enforcement shall not be in effect (the "judgment default provisions");

        (7)   certain events involving bankruptcy, insolvency or reorganization of the Company or any Significant Subsidiary (the "bankruptcy provisions"); and

        (8)   any Subsidiary Guarantee ceases to be in full force and effect (other than in accordance with the terms of such Subsidiary Guarantee) or any Subsidiary Guarantor denies or disaffirms its obligations under its Subsidiary Guarantee (the "guarantee provisions").

        A Default under clause (4) is not an Event of Default until the Trustee or the holders of not less than 25% in aggregate principal amount of the Senior Notes then Outstanding notify the Company of the Default and the Company does not cure such Default within the time specified after receipt of such notice. Such notice must specify the Default, demand that it be remedied and state that such notice is a "Notice of Default".

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

        If an Event of Default with respect to the Senior Notes (other than an Event of Default resulting from certain events involving bankruptcy, insolvency or reorganization with respect to the Company) shall have occurred and be continuing, the Trustee or the registered holders of not less than 25% in aggregate principal amount of the Senior Notes then Outstanding may declare to be immediately due and payable the principal amount of all the Senior Notes then Outstanding, plus accrued but unpaid interest to the date of acceleration. In case an Event of Default resulting from certain events of bankruptcy, insolvency or reorganization with respect to the Company shall occur, such amount with

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respect to all the Senior Notes shall be due and payable immediately without any declaration or other act on the part of the Trustee or the holders of the Senior Notes. After any such acceleration, but before a judgment or decree based on acceleration is obtained by the Trustee, the registered holders of a majority in aggregate principal amount of the Senior Notes then Outstanding may, under certain circumstances, rescind and annul such acceleration if all Events of Default, other than the nonpayment of accelerated principal, premium or interest, have been cured or waived as provided in the Senior Notes Indenture.

        Subject to the provisions of the Senior Notes Indenture relating to the duties of the Trustee, in case an Event of Default shall occur and be continuing, the Trustee will be under no obligation to exercise any of its rights or powers under the Senior Notes Indenture at the request or direction of any of the holders of the Senior Notes, unless such holders shall have offered to the Trustee reasonable indemnity or security against any loss, liability or expense. Subject to such provisions for the indemnification of the Trustee, the holders of a majority in aggregate principal amount of the Senior Notes then Outstanding will have the right to direct the time, method and place of conducting any proceeding for any remedy available to the Trustee or exercising any trust or power conferred on the Trustee with respect to the Senior Notes.

        No holder of Senior Notes will have any right to institute any proceeding with respect to the Senior Notes Indenture, or for the appointment of a receiver or trustee, or for any remedy thereunder, unless:

        (a)   such holder has previously given to the Trustee written notice of a continuing Event of Default,

        (b)   the registered holders of at least 25% in aggregate principal amount of the Senior Notes then Outstanding have made written request and offered reasonable indemnity to the Trustee to institute such proceeding as trustee, and

        (c)   the Trustee shall not have received from the registered holders of a majority in aggregate principal amount of the Senior Notes then Outstanding a direction inconsistent with such request and shall have failed to institute such proceeding within 60 days.

However, such limitations do not apply to a suit instituted by a holder of any Senior Note for enforcement of payment of the principal of, and premium, if any, or interest on, such Senior Note on or after the respective due dates expressed in such Senior Note.

Amendments and Waivers

        Subject to certain exceptions, the Senior Notes Indenture may be amended with the consent of the registered holders of a majority in aggregate principal amount of the Senior Notes then Outstanding (including consents obtained in connection with a tender offer or exchange offer for the Senior Notes) and any past default or compliance with any provisions may also be waived (except a default in the payment of principal, premium or interest and certain covenants and provisions of the Senior Notes Indenture which cannot be amended without the consent of each holder of an Outstanding Senior Note) with the consent of the registered holders of at least a majority in aggregate principal amount of the Senior Notes then Outstanding. However, without the consent of each holder of an Outstanding Senior Note, no amendment may, among other things,

        (1)   reduce the amount of Senior Notes whose holders must consent to an amendment or waiver,

        (2)   reduce the rate of or extend the time for payment of interest on any Senior Note,

        (3)   reduce the principal of or extend the Stated Maturity of any Senior Note,

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        (4)   make any Senior Note payable in money other than that stated in the Senior Note,

        (5)   impair the right of any holder of the Senior Notes to receive payment of principal of and interest on such holder's Senior Notes on or after the due dates therefore or to institute suit for the enforcement of any payment on or with respect to such holder's Senior Notes or any Subsidiary Guarantee,

        (6)   subordinate the Senior Notes or any Subsidiary Guarantee to any other obligation of the Company or the applicable Subsidiary Guarantor,

        (7)   reduce the premium payable upon the redemption of any Senior Note nor change the time at which any Senior Note may be redeemed, as described under "—Optional Redemption", or

        (8)   make any change in any Subsidiary Guarantee that would adversely affect the holders of the Senior Notes.

        Without the consent of any holder of the Senior Notes, the Company and the Trustee may amend the Senior Notes Indenture to:

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

        (2)   provide for the assumption by a successor corporation of the obligations of the Company or any Subsidiary Guarantor under the Senior Notes Indenture,

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

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

        (5)   secure the Senior Notes,

        (6)   add to the covenants of the Company for the benefit of the holders of the Senior Notes or to surrender any right or power conferred upon the Company,

        (7)   make any change that does not adversely affect the rights of any holder of the Senior Notes,

        (8)   comply with any requirement of the SEC in connection with the qualification of the Senior Notes Indenture under the Trust Indenture Act, or

        (9)   provide for the issuance of additional Senior Notes in accordance with the Senior Notes Indenture.

        The consent of the holders of the Senior Notes is not necessary to approve the particular form of any proposed amendment. It is sufficient if such consent approves the substance of the proposed amendment. After an amendment becomes effective, the Company is required to mail to each registered holder of the Senior Notes at such holder's address appearing in the security register a notice briefly describing such amendment. However, the failure to give such notice to all holders of the Senior Notes, or any defect therein, will not impair or affect the validity of the amendment.

Defeasance

        The Company at any time may terminate all its obligations under the Senior Notes and the Senior Notes Indenture ("legal defeasance"), except for certain obligations, including those respecting the defeasance trust and obligations to register the transfer or exchange of the Senior Notes, to replace

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mutilated, destroyed, lost or stolen Senior Notes, and to maintain a registrar and paying agent in respect of the Senior Notes. In addition, the Company at any time may terminate:

        (1)   its obligations under the covenants described under "—Repurchase at the Option of Holders Upon a Change of Control", "—Certain Covenants" and "—Reports",

        (2)   the operation of the cross acceleration provisions, the judgment default provisions, the bankruptcy provisions with respect to Significant Subsidiaries, the guarantee provisions described under "—Events of Default" above, and

        (3)   the limitations contained in clauses (d) under the first paragraph of, and in the fourth paragraph of, "—Merger, Consolidation and Sale of Property" above ("covenant defeasance").

The Company may exercise its legal defeasance option notwithstanding its prior exercise of its covenant defeasance option.

        If the Company exercises its legal defeasance option, payment of the Senior Notes may not be accelerated because of an Event of Default with respect thereto. If the Company exercises its covenant defeasance option, payment of the Senior Notes may not be accelerated because of an Event of Default specified in clause (4) (with respect to the covenants described under "—Certain Covenants" or "—Reports"), (5), (6), or (7) (with respect only to Significant Subsidiaries) or (8) under "—Events of Default" above or because of the failure of the Company to comply with clause (d) under the first paragraph of, or with the fourth paragraph of, "—Merger, Consolidation and Sale of Property" above. If the Company exercises its legal defeasance option or its covenant defeasance option, each Subsidiary Guarantor will be released from all its obligations under its Subsidiary Guarantee.

        The legal defeasance option or the covenant defeasance option may be exercised only if:

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

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

        (c)   123 days pass after the deposit is made and during the 123-day period no Default described in clause (7) under "—Events of Default" occurs with respect to the Company or any other Person making such deposit which is continuing at the end of the period;

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

        (e)   such deposit does not constitute a default under any other agreement or instrument binding on the Company;

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

        (g)   in the case of the legal defeasance option, the Company delivers to the Trustee an Opinion of Counsel stating that:

        (1)   the Company has received from the Internal Revenue Service a ruling, or

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        (2)   since the date of the Senior Notes Indenture there has been a change in the applicable U.S. Federal income tax law, to the effect, in either case, that, and based thereon such Opinion of Counsel shall confirm that, the holders of the Senior Notes will not recognize income, gain or loss for U.S. Federal income tax purposes as a result of such defeasance and will be subject to U.S. Federal income tax on the same amounts, in the same manner and at the same time as would have been the case if such defeasance has not occurred;

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

        (i)    the Company delivers to the Trustee an Officers' Certificate and an Opinion of Counsel, each stating that all conditions precedent to the defeasance and discharge of the Senior Notes have been complied with as required by the Senior Notes Indenture.

Governing Law

        The Senior Notes Indenture and the Senior Notes are governed by the internal laws of the State of New York.

The Trustee

        LaSalle Bank, National Association, is the Trustee under the Senior Notes Indenture.

        Except during the continuance of an Event of Default, the Trustee will perform only such duties as are specifically set forth in the Senior Notes Indenture. During the existence of an Event of Default, the Trustee will exercise such of the rights and powers vested in it under the Senior Notes Indenture and use the same degree of care and skill in its exercise as a prudent person would exercise under the circumstances in the conduct of such person's own affairs.

Certain Definitions

        Set forth below are certain of the defined terms used in the Senior Notes Indenture. Reference is made to the Senior Notes Indenture for the full disclosure of all such terms as well as any other capitalized terms used herein for which no definition is provided. Unless the context otherwise requires, an accounting term not otherwise defined has the meaning assigned to it in accordance with GAAP.

        "Additional Assets" means:

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

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

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

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

        "Affiliate" of any specified Person means any other Person directly or indirectly controlling or controlled by or under direct or indirect common control with such specified Person. For the purposes of this definition, "control" when used with respect to any Person means the power to direct the

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management and policies of such Person, directly or indirectly, whether through the ownership of voting securities, by contract or otherwise; and the terms "controlling" and "controlled" have meanings correlative to the foregoing. For purposes of the covenants described under "—Certain Covenants—Limitation on Restricted Payments", "—Certain Covenants—Limitation on Transactions with Affiliates" and "—Certain Covenants—Limitation on Asset Sales" and the definition of "Additional Assets" only, "Affiliate" shall also mean any beneficial owner of shares representing 10% or more of the total voting power of the Voting Stock (on a fully diluted basis) of the Company or of rights or warrants to purchase such Voting Stock (whether or not currently exercisable) and any Person who would be an Affiliate of any such beneficial owner pursuant to the first sentence hereof.

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

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

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

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

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

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

        (2)   for purposes of the covenant described under "—Certain Covenants—Limitation on Asset Sales" only, any disposition that constitutes a Permitted Investment or Restricted Payment permitted by the covenant described under "—Certain Covenants—Limitation on Restricted Payments",

        (3)   any disposition effected in compliance with the first paragraph of the covenant described under "—Merger, Consolidation and Sale of Property",

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

        (5)   any exchange of tangible assets with a Fair Market Value of less than $25.0 million for like-kind tangible assets to be used in connection with a Related Business, but only to the extent that such exchange qualifies for nonrecognition of gain or loss under Section 1031 of the Code,

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

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

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

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

        (10) any sale or disposition of obsolete inventory or worn out assets permitted pursuant to the Senior Notes Indenture; and

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        (11) a disposition of assets with a Fair Market Value of less than $2.5 million.

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

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

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

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

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

        (b)   the sum of all such payments.

        "Board of Directors" means the board of directors of the Company or any committee thereof, duly authorized to act on behalf of such board.

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

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

        "Capital Lease Obligations" means any obligation under a lease that is required to be capitalized for financial reporting purposes in accordance with GAAP; and the amount of Debt represented by such obligation shall be the capitalized amount of such obligations determined in accordance with GAAP; and the Stated Maturity thereof shall be the date of the last payment of rent or any other amount due under such lease prior to the first date upon which such lease may be terminated by the lessee without payment of a penalty.

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

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

        "Change of Control" means the occurrence of any of the following events:

        (a)   prior to the earlier to occur of (i) the first public equity offering of common stock of Parent or (ii) the first public equity offering of common stock of the Company, the Permitted Holders cease to be the "beneficial owners" (as defined in Rule 13d-3 under the Exchange Act, except that a Person will be deemed to have "beneficial ownership" of all shares that any such

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Person has the right to acquire, whether such right is exercisable immediately or only after the passage of time), directly or indirectly, of a majority of the total voting power of the Voting Stock of Parent or the Company, whether as a result of the issuance of securities of Parent or the Company, any merger, consolidation, liquidation or dissolution of Parent or the Company, any direct or indirect transfer of securities by Parent, the Permitted Holders or otherwise (for purposes of this clause (a), the Permitted Holders will be deemed to beneficially own any Voting Stock of a Person (the "specified person") held by any other Person (the "parent entity") so long as the Permitted Holders beneficially own, directly or indirectly, in the aggregate a majority of the total voting power of the Voting Stock such parent entity);

        (b)   on or after the earlier to occur of (i) the first public equity offering of common stock of Parent or (ii) the first public equity offering of common stock of the Company, if any "person" or "group" (as such terms are used in Sections 13(d) and 14(d) of the Exchange Act or any successor provisions to either of the foregoing), including any group acting for the purpose of acquiring, holding, voting or disposing of securities within the meaning of Rule 13d-5(b)(1) under the Exchange Act, other than any one or more of the Permitted Holders, becomes the "beneficial owner" (as defined in clause (a) above), directly or indirectly, of 35% or more of the total voting power of the Voting Stock of the Company; provided, however, that the Permitted Holders are the "beneficial owners" (as defined in clause (a) above), directly or indirectly, in the aggregate of a lesser percentage of the total voting power of the Voting Stock of the Company than such other person or group and do not have the right or ability by voting power, contract or otherwise to elect or designate for election a majority of the Board of Directors of the Company (for purposes of this clause (b), such person or group shall be deemed to beneficially own any Voting Stock of a specified person held by a parent entity, so long as such person or group beneficially owns, directly or indirectly, in the aggregate a majority of the total voting power of the Voting Stock of such parent entity and the Permitted Holders, directly or indirectly, do not have the right or ability by voting power, contract or otherwise to elect or designate for election a majority of the board of directors of such parent entity);

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

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

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

        "Code" means the Internal Revenue Code of 1986, as amended.

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

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

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

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provided, however, that:

        (1)   if

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

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

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

        (2)   if

        (A)  since the beginning of such period the Company or any Restricted Subsidiary shall have made one or more Asset Sales with an aggregate Fair Market Value equal to or in excess of $10.0 million or an Investment (by merger or otherwise) in any Restricted Subsidiary (or any Person which becomes a Restricted Subsidiary) or an acquisition of Property which constitutes all or substantially all of an operating unit of a business,

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

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

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

        If any Debt bears a floating rate of interest and is being given pro forma effect, the interest expense on such Debt shall be calculated as if the base interest rate in effect for such floating rate of interest on the date of determination had been the applicable base interest rate for the entire period (taking into account any Interest Rate Agreement applicable to such Debt if such Interest Rate Agreement has a remaining term in excess of 12 months). In the event the Capital Stock of any Restricted Subsidiary is sold during the period, the Company shall be deemed, for purposes of clause (1) above, to have Repaid during such period the Debt of such Restricted Subsidiary to the extent the Company and its continuing Restricted Subsidiaries are no longer liable for such Debt after such sale.

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

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

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

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        (c)   capitalized interest,

        (d)   non-cash interest expense,

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

        (f)    net payments pursuant to Hedging Obligations,

        (g)   Disqualified Stock Dividends,

        (h)   Preferred Stock Dividends,

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

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

        (k)   the cash contributions to any employee stock ownership plan or similar trust to the extent such contributions are used by such plan or trust to pay interest or fees to any Person (other than the Company) in connection with Debt Incurred by such plan or trust.

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

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

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

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

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

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

        (d)   any extraordinary gain or loss,

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

        The amount of Debt of any Person at any date shall be the outstanding balance at such date of all unconditional obligations as described above and the maximum liability, upon the occurrence of the contingency giving rise to the obligation, of any contingent obligations at such date; provided, however, that in the case of Debt sold at a discount, the amount of such Debt at any time will be the accreted value thereof at such time. The amount of Debt represented by a Hedging Obligation shall be equal to:

        (1)   zero if such Hedging Obligation has been Incurred pursuant to clause (7) or (8) of paragraph (b) of the covenant described under "—Certain Covenants—Limitation on Debt", or

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

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

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

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

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

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

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

        (1)   the "asset sale" or "change of control" provisions applicable to such Capital Stock are not more favorable to the holders of such Capital Stock than the terms applicable to the Senior Notes and described under "—Certain Covenants—Limitation on Asset Sales" and "—Repurchase at the Option of Holders Upon a Change of Control"; and

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

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

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

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

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

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

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

        (2)   Consolidated Interest Expense,

        (3)   depreciation,

        (4)   amortization of intangibles,

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

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

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

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

        "Event of Default" has the meaning set forth under "—Events of Default".

        "Exchange Act" means the Securities Exchange Act of 1934.

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

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

        (a)   if such Property has a Fair Market Value equal to or less than $25.0 million, by a majority of the Board of Directors and evidenced by a Board Resolution, or

        (b)   if such Property has a Fair Market Value in excess of $25.0 million, by an Independent Financial Advisor and evidenced by a written opinion from such Independent Financial Advisor, dated within 30 days of the relevant transaction, delivered to the Trustee.

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

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

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

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

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

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

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

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

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

provided, however, that the term "Guarantee" shall not include:

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

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

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

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

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

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

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

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

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

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

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

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

        (a)   the Company's "Investment" in such Subsidiary at the time of such redesignation, less

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

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

        "Issue Date" means the date on which the Offered Senior Notes are initially issued.

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

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

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

        "Moody's" means Moody's Investors Service, Inc. or any successor to the rating agency business thereof.

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

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

        (b)   all payments made on any Debt that is secured by any Property subject to such Asset Sale, in accordance with the terms of any Lien upon or other security agreement of any kind with

147

respect to such Property, or which must by its terms, or in order to obtain a necessary consent to such Asset Sale, or by applicable law, be repaid out of the proceeds from such Asset Sale,

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

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

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

        "Offered Senior Subordinated Notes" means the $275.0 million aggregate principal amount of Senior Subordinated Notes to be issued on the Issue Date.

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

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

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

        "Outstanding" means, subject to certain exceptions, all Senior Notes issued under the Senior Notes Indenture, except those theretofore canceled by the Trustee or delivered to it for cancelation, defeased in accordance with the Senior Notes Indenture, paid in full, or in respect of which substitute Senior Notes have been authenticated and delivered by the Trustee.

        "Parent" means US Oncology Holdings, Inc. (f/k/a Oiler Holding Company), a Delaware corporation.

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

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

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

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

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

        (c)   cash and Temporary Cash Investments;

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

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

        (f)    loans and advances to employees made in the ordinary course of business consistent with past practices of the Company or such Restricted Subsidiary, as the case may be; provided, however, that such loans and advances do not exceed $3.0 million at any one time outstanding;

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

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

        (i)    any Person to the extent such Investment represents the non-cash portion of the consideration received in connection with an Asset Sale consummated in compliance with the covenant described under "—Certain Covenants—Limitation on Asset Sales";

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

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

        (l)    any person to the extent such Investment consists of Hedging Obligations incurred pursuant to clauses (7) or (8) of paragraph (b) of the covenant described under "—Certain Covenants—Limitation on Debt" or Guarantees thereof;

        (m)  Permitted Joint Ventures in an aggregate amount outstanding at any one time not to exceed the greater of (a) $25.0 million or (b) 3.0% of Total Tangible Assets (with each Investment being valued as of the date made and without regard to subsequent changes in value);

        (n)   in any Permitted Joint Venture to the extent such Investment consists of a Guarantee of Debt of such Permitted Joint Venture permitted to be Incurred pursuant to clauses (5) or (16) of paragraph (b) of the covenant described under "—Certain Covenants—Limitation on Debt";

        (o)   loans to affiliated physician groups in an aggregate amount outstanding at any one time not to exceed the greater of (a) $25.0 million or (b) 3.0% of Total Tangible Assets; and

        (p)   other Investments made for Fair Market Value that do not exceed $40.0 million outstanding at any one time in the aggregate.

        The amount of Investments outstanding at any time pursuant to clause (m), (o) or (p) above shall be reduced by (A) the net reduction after the Issue Date in Investments made after the Issue Date

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

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

        "Permitted Liens" means:

        (a)   Liens to secure Debt permitted to be Incurred under clause (2) of paragraph (b) of the covenant described under "—Certain Covenants—Limitation on Debt";

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

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

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

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

        (f)    Liens on Property at the time the Company or any Restricted Subsidiary acquired such Property, including any acquisition by means of a merger or consolidation with or into the Company or any Restricted Subsidiary; provided, however, that any such Lien may not extend to any other Property of the Company or any Restricted Subsidiary; provided further, however, that such Liens shall not have been Incurred in anticipation of or in connection with the transaction or series of transactions pursuant to which such Property was acquired by the Company or any Restricted Subsidiary;

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

        (e)   to the extent such Debt directly or indirectly Refinances Debt of a Restricted Subsidiary Incurred pursuant to clause (6) of paragraph (b) of the covenant described under "—Certain Covenants—Limitation on Debt", such Refinancing Debt shall be Incurred only by such Restricted Subsidiary;

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

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

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

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

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

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

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

        "pro forma" means, with respect to any calculation made or required to be made pursuant to the terms hereof, a calculation performed in accordance with Article 11 of Regulation S-X promulgated under the Securities Act, as interpreted in good faith by the chief financial officer of the Company after consultation with the independent certified public accountants of the Company, except that any such pro forma calculation may include operating expense reductions for such period attributable to the transaction to which pro forma effect is being given (including, without limitation, operating expense reductions attributable to execution or termination of any contract, reduction of costs related to administrative functions, the termination of any employees or the closing (or the approval by the Board of Directors of the closing) of any facility) that have been realized or for which all steps necessary for the realization of which have been taken or are reasonably expected to be taken within six months following such transaction, provided, that such adjustments are set forth in an Officers' Certificate which states (i) the amount of such adjustment or adjustments and (ii) that such adjustment or adjustments are based on the reasonable good faith beliefs of the Officers executing such Officers' Certificate.

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

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

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

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

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

        (1)   if a natural person, (A) any spouse, parent or lineal descendant (including by adoption) of such Person or (B) the estate of such Person during any period in which such estate holds Capital Stock of Parent or of the Company for the benefit of any Person referred to in clause (1)(A), and

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

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

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

        "Restricted Payment" means:

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

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

        (c)   the purchase, repurchase, redemption, acquisition or retirement for value, prior to the date for any scheduled maturity, sinking fund or amortization or other installment payment, of any Subordinated Obligation (other than (1) the purchase, repurchase or other acquisition of any Subordinated Obligation purchased in anticipation of satisfying a scheduled maturity, sinking fund or amortization or other installment obligation, in each case due within one year of the date of acquisition or (2) the redemption of the subordinated physician notes in connection with conversions of physician management practice entities and/or physicians affiliated with such physician management practice entities to the service line structure or the termination of a Management Services Agreement as in effect on the Issue Date;

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

        (e)   the issuance, sale or other disposition of Capital Stock of any Restricted Subsidiary to a Person other than the Company or another Restricted Subsidiary if the result thereof is that such Restricted Subsidiary shall cease to be a Restricted Subsidiary, in which event the amount of such "Restricted Payment" shall be the Fair Market Value of the remaining interest, if any, in such

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former Restricted Subsidiary held by the Company and the other Restricted Subsidiaries, unless such issuance, sale or other disposition is classified as a Permitted Investment.

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

        "S&P" means Standard & Poor's Ratings Services or any successor to the rating agency business thereof.

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

        "Securities Act" means the Securities Act of 1933.

        "Senior Debt" of the Company means:

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

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

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

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

        (c)   all obligations of the Company

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

        (2)   under Hedging Obligations, or

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

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

provided, however, that Senior Debt shall not include:

        (A)  Debt of the Company that is by its terms subordinate in right of payment to the Notes, including any Subordinated Obligations;

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

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Notes Indenture and (B) shall have received an Officers' Certificate to the effect that the Incurrence of such Debt does not violate provisions of the Senior Notes Indenture;

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

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

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

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

        "Senior Debt" of any Subsidiary Guarantor has a correlative meaning.

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

        "Senior Subordinated Notes" means the 10³/4% Senior Subordinated Notes due 2014 of the Company.

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

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

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

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

        (a)   such Person,

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

        (c)   one or more Subsidiaries of such Person.

        "Subsidiary Guarantor" means each Domestic Restricted Subsidiary and any other Person that becomes a Subsidiary Guarantor pursuant to the covenant described under "—Certain Covenants—Future Subsidiary Guarantors".

        "Subsidiary Guarantee" means a Guarantee on the terms set forth in the Senior Notes Indenture by a Subsidiary Guarantor of the Company's obligations with respect to the Senior Notes.

        "Temporary Cash Investments" means any of the following:

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

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

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

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

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

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

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

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

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

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

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

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

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

        (c)   unamortized debt discount and expenses and other unamortized deferred charges, goodwill, patents, trademarks, service marks, trade names, copyrights, licenses, organization or developmental expenses, Management Services Agreements and other intangible items as to which

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Statement of Financial Accounting Standards No. 142, "Goodwill and Other Intangible Assets" applies;

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

        (e)   treasury stock;

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

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

        "Transactions" means the Merger and each of the other transactions contemplated by the Merger Agreement, all as more fully described in this prospectus.

        "Trustee" means LaSalle Bank National Association, until a successor replaces it and, thereafter, means the successor.

        "Unrestricted Subsidiary" means:

        (a)   Southeast Texas Cancer Centers, L.P., Cancer Treatment Associates of Northeastern Missouri, Ltd., Aurora Cancer Center, Ltd., AOR Real Estate of Greenville, L.P. and East Indy CC, LLC;

        (b)   any Subsidiary of the Company that is designated after the Issue Date as an Unrestricted Subsidiary as permitted or required pursuant to the covenant described under "—Certain Covenants—Designation of Restricted and Unrestricted Subsidiaries" and is not thereafter redesignated as a Restricted Subsidiary as permitted pursuant thereto; and

        (c)   any Subsidiary of an Unrestricted Subsidiary.

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

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

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

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DESCRIPTION OF SENIOR SUBORDINATED EXCHANGE NOTES

        You can find the definitions of certain terms used in this description under the subheading "Certain Definitions". In this description, the words "Company", "we", "us" and "our" refer only to Oiler Acquisition Corp. and, following the merger described below, US Oncology, Inc. and not to any of their respective subsidiaries.

        Oiler Acquisition Corp., which merged with and into US Oncology, Inc., with US Oncology, Inc. continuing as the surviving corporation (the "Merger"), issued the Senior Subordinated Notes under an Indenture (the "Senior Subordinated Notes Indenture") dated as of August 20, 2004, between itself and LaSalle Bank National Association, as Trustee.

        The terms of the senior subordinated exchange notes are identical in all material respects to the outstanding senior subordinated notes except that upon completion of the exchange offer, the senior subordinated exchange notes will be registered under the Securities Act and free of any covenants regarding exchange registration rights. We refer to the senior subordinated exchange notes, together with the outstanding senior subordinated notes as the "Senior Subordinated Notes." The terms of the Senior Subordinated Notes include those set forth in the Senior Subordinated Notes Indenture and those made part of the Senior Subordinated Notes Indenture by reference to the Trust Indenture Act.

        We urge you to read the Senior Subordinated Notes Indenture because it, and not this description, defines your rights as a holder of these Senior Subordinated Notes. A copy of the Senior Notes Indenture is available upon request to the Company at the address indicated under "Where You Can Find Additional Information".

        We can issue, subject to compliance with the covenant described under "—Certain Covenants—Limitation on Debt", an unlimited amount of additional Senior Subordinated Notes at later dates under the same Senior Subordinated Notes Indenture. We can issue additional Senior Subordinated Notes as part of the same series or as an additional series. Any additional Senior Subordinated Notes that we issue in the future will be identical in all respects to the Senior Subordinated Notes, except that Senior Subordinated Notes issued in the future will have different issuance prices and issuance dates. We will issue Senior Subordinated Notes only in fully registered form without coupons, in denominations of $1,000 and integral multiples of $1,000.

Principal, Maturity and Interest

        The Senior Subordinated Notes mature on August 15, 2014. We can issue an unlimited aggregate principal amount of Offered Senior Subordinated Notes and additional Senior Subordinated Notes, combined. We issued $275.0 million aggregate principal amount of Offered Senior Subordinated Notes on August 20, 2004.

        Interest on the Offered Senior Subordinated Notes accrues at a rate of 10³/4% per annum and is payable semi-annually in arrears on February 15 and August 15, commencing on February 15, 2005. We will pay interest to those persons who were holders of record on the February 1 or August 1 immediately preceding each interest payment date. We will pay interest on overdue principal at 1% per annum in excess of the above rate and will pay interest on overdue installments of interest at that higher rate to the extent lawful.

        Interest on the Senior Subordinated Notes accrues from the date of original issuance or, if interest has already been paid, from the date it was most recently paid. Interest is computed on the basis of a 360-day year comprised of twelve 30-day months.

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Subordination

        The Senior Subordinated Notes are:

•

senior subordinated, unsecured obligations of the Company;



•

guaranteed on a senior subordinated, unsecured basis by the Subsidiary Guarantors;



•

equal in ranking ("pari passu") in right of payment with all existing and future Senior Subordinated Debt of the Company and the Subsidiary Guarantors, including any of US Oncology, Inc.'s 9⁵/8% senior subordinated notes due 2012 that were not repurchased in connection with the Merger; and



•

senior to all future Subordinated Obligations of the Company and the Subsidiary Guarantors.

The payment of principal of, premium, if any, and interest on the Senior Subordinated Notes, and payment under any Subsidiary Guarantee, is subordinated in right of payment to the payment when due of all Senior Debt of the Company or the relevant Subsidiary Guarantor, as the case may be. As a result of this subordination, holders of Senior Debt are entitled, in any of the following situations, to receive full payment on all obligations owed to them before any kind of payment can be made to holders of the Senior Subordinated Notes (except for payments in the form of Permitted Junior Securities and payments made from a trust formed in compliance with the provisions of the Senior Subordinated Notes Indenture described under "—Defeasance"):

•

liquidation or dissolution of the Company;



•

bankruptcy, reorganization, receivership or similar proceedings;



•

assignments for the benefit of our creditors; or



•

any marshaling of our assets and liabilities.

        As of September 30, 2004 the total outstanding Senior Debt and Senior Subordinated Debt of the Company and the Subsidiary Guarantors on a consolidated basis, excluding unused commitments made by lenders, was as follows:

$699.2 million—	approximate Senior Debt of the Company and the Subsidiary Guarantors combined, including, $399.0 million under the Credit Facilities and $300.0 million of Senior Notes.
$275.0 million—	approximate Senior Subordinated Debt of the Company and the Subsidiary Guarantors combined, $275.0 million of which consists of the Senior Subordinated Notes.

        We only have a stockholder's claim in the assets of our subsidiaries. This stockholder's claim is junior to the claims that creditors of our subsidiaries have against our subsidiaries. Holders of the Senior Subordinated Notes will only be creditors of the Company and of those subsidiaries that are Subsidiary Guarantors. In the case of subsidiaries that are not Subsidiary Guarantors, all the existing and future liabilities of these subsidiaries, including any claims of trade creditors and preferred stockholders, will be effectively senior to the Senior Subordinated Notes.

        Substantially all of our operations are conducted through our subsidiaries. Therefore, our ability to service our debt, including the Senior Subordinated Notes, is dependent upon the earnings of our subsidiaries, and their ability to distribute those earnings as dividends, loans or other payments to us. Certain laws restrict the ability of our subsidiaries to pay us dividends or make loans and advances to us. If these restrictions are applied to subsidiaries that are not Subsidiary Guarantors, then we would not be able to use the earnings of those subsidiaries to make payments on the Senior Subordinated Notes. Furthermore, under certain circumstances, bankruptcy "fraudulent conveyance" laws or other

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similar laws could invalidate the Subsidiary Guarantees. If this were to occur, we would also be unable to use the earnings of these Subsidiary Guarantors to the extent they face restrictions on distributing funds to us. Any of the situations described above could make it more difficult for us to service our debt.

        The total balance sheet liabilities of the Subsidiary Guarantors and our other subsidiaries as of September 30, 2004, excluding unused commitments made by lenders, was as follows:

$297.1 million—	approximate total balance sheet liabilities of the Subsidiary Guarantors
$3.2 million—	approximate total balance sheet liabilities of all other subsidiaries

        The Subsidiary Guarantors and our other subsidiaries have other liabilities, including contingent liabilities, that may be significant. The Senior Subordinated Notes Indenture contains limitations on the amount of additional Debt that we and the Restricted Subsidiaries may incur. However, the amounts of this Debt could nevertheless be substantial and, in certain circumstances, may be incurred either by Subsidiary Guarantors or by our other subsidiaries.

        The Senior Subordinated Notes are unsecured obligations of the Company and the Subsidiary Guarantors. Secured Debt of the Company and the Subsidiary Guarantors is effectively senior to the Senior Subordinated Notes to the extent of the value of the assets securing this Debt.

        As of September 30, 2004 the Company and the Subsidiary Guarantors did not have any secured Debt (other than Senior Debt) outstanding.

        We may not pay principal of, or premium, if any, or interest on, the Senior Subordinated Notes, or make any deposit pursuant to the provisions described under "—Defeasance", and may not repurchase, redeem or otherwise retire any Senior Subordinated Notes (collectively, "pay the Senior Subordinated Notes"), if:

        (a)   any principal, premium or interest in respect of any Designated Senior Debt is not paid when due, or

        (b)   any other default on Designated Senior Debt occurs and the maturity of such Designated Senior Debt is accelerated in accordance with its terms,

        unless, in either case,

        (1)   the default has been cured or waived and any such acceleration has been rescinded, or

        (2)   such Designated Senior Debt has been paid in full in cash;

provided, however, that we may pay the Senior Subordinated Notes without regard to the foregoing if we and the Trustee receive written notice approving such payment from the Representative of such issue of Designated Senior Debt.

        During the continuance of any default (other than a default described in clause (a) or (b) above) with respect to any Designated Senior Debt pursuant to which the maturity thereof may be accelerated immediately without further notice (except any notice required to effect the acceleration) or the expiration of any applicable grace period, we may not pay the Senior Subordinated Notes for a period (a "Payment Blockage Period") commencing upon the receipt by us and the Trustee of written notice of such default from the Representative of the holders of such Designated Senior Debt specifying an election to effect a Payment Blockage Period (a "Payment Blockage Notice") and ending 179 days thereafter. The Payment Blockage Period will end earlier if the Payment Blockage Period is terminated

        (a)   by written notice to the Trustee and the Company from the Representative that gave the Payment Blockage Notice,

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        (b)   because such default is no longer continuing, or

        (c)   because such Designated Senior Debt has been repaid in full in cash.

        Unless the holders of such Designated Senior Debt or the Representative of such holders have accelerated the maturity of such Designated Senior Debt and not rescinded such acceleration, we may (unless otherwise prohibited as described in the first sentence of this paragraph) resume payments on the Senior Subordinated Notes after the end of such Payment Blockage Period.

        Not more than one Payment Blockage Notice with respect to all issues of Designated Senior Debt may be given in any consecutive 360-day period, irrespective of the number of defaults with respect to one or more issues of Designated Senior Debt during such period.

        Upon any payment or distribution of our assets upon a total or partial liquidation, dissolution or winding up of the Company or in a bankruptcy, reorganization, insolvency, receivership or similar proceeding relating to us or our Property:

        (a)   the holders of Senior Debt will be entitled to receive payment in full in cash before the holders of the Senior Subordinated Notes are entitled to receive any payment of principal of or interest on the Senior Subordinated Notes, except that holders of Senior Subordinated Notes may receive and retain shares of stock and any debt securities that are subordinated to Senior Debt to at least the same extent as the Senior Subordinated Notes (such shares and debt securities being referred to herein as "Permitted Junior Securities"); and

        (b)   until the Senior Debt is paid in full in cash, any distribution to which holders of the Senior Subordinated Notes would be entitled but for the subordination provisions of the Senior Subordinated Notes Indenture will be made to holders of the Senior Debt. If a payment or distribution is made to holders of Senior Subordinated Notes that, due to the subordination provisions, should not have been made to them, such holders are required to hold it in trust for the holders of Senior Debt and pay it over to them as their interests may appear.

        If payment of the Senior Subordinated Notes is accelerated when any Designated Senior Debt is outstanding, we may not pay the Senior Subordinated Notes until five business days after the Representatives of all issues of Designated Senior Debt receive notice of such acceleration and, thereafter, may pay the Senior Subordinated Notes only if the Senior Subordinated Notes Indenture otherwise permits payment at that time.

        The Subsidiary Guarantee of each Subsidiary Guarantor is subordinated to Senior Debt of such Subsidiary Guarantor to the same extent and in the same manner as the Senior Subordinated Notes are subordinated to our Senior Debt.

        Because of the Senior Subordinated Notes Indenture's subordination provisions, holders of Senior Debt and other creditors (including trade creditors) of the Company or the Subsidiary Guarantors may recover disproportionately more than the holders of the Senior Subordinated Notes recover in a bankruptcy or similar proceeding relating to the Company or a Subsidiary Guarantor. This could apply even if the Senior Subordinated Notes or the applicable Subsidiary Guarantee ranked evenly ("pari passu") with the other creditors' claims. In such a case, there may be insufficient assets, or no assets, remaining to pay the principal of or interest on the Senior Subordinated Notes.

        Payment from the money or the proceeds of U.S. Government Obligations held in any defeasance trust pursuant to the provisions described under "—Defeasance" will not be subject to the subordination provisions described above.

        See "Risk Factors—Your right to receive payments on the exchange notes is unsecured and is junior to a substantial portion of our and our guarantors' existing indebtedness and possibly all of our future borrowings", "—Fraudulent conveyance laws could void our obligations under the exchange

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notes", "—Our substantial indebtedness could adversely affect our financial condition and prevent us from fulfilling our obligations under the exchange notes" and "Description of Certain Other Indebtedness".

Subsidiary Guarantees

        Our obligations under the Senior Subordinated Notes Indenture, including the repurchase obligation resulting from a Change of Control, are fully and unconditionally guaranteed, jointly and severally, on a senior subordinated, unsecured basis, by (1) all of our existing and any future Domestic Restricted Subsidiaries and (2) any future Foreign Restricted Subsidiary that guarantees any Debt of the Company. The obligations of each Subsidiary Guarantor under its Subsidiary Guarantee is limited as necessary to prevent that Subsidiary Guarantee from constituting a fraudulent conveyance under applicable law.

        The Subsidiary Guarantors currently generate a substantial portion of our revenue. As of September 30, 2004 our subsidiaries that were not Subsidiary Guarantors represented the following approximate percentages of our assets and revenues, on a consolidated basis:

0.7% of our consolidated assets represented by subsidiaries that are not Subsidiary Guarantors

0.3% of our consolidated total revenues represented by subsidiaries that are not Subsidiary Guarantors (revenues for the combined nine month period ended September 30, 2004)

        If we sell or otherwise dispose of either:

        (1)   our ownership interest in a Subsidiary Guarantor, or

        (2)   all or substantially all the assets of a Subsidiary Guarantor,

such Subsidiary Guarantor will be released from all its obligations under its Subsidiary Guarantee. In addition, if we redesignate a Subsidiary Guarantor as an Unrestricted Subsidiary, which we can do under certain circumstances, the redesignated Subsidiary Guarantor will be released from all its obligations under its Subsidiary Guarantee. See "—Certain Covenants—Designation of Restricted and Unrestricted Subsidiaries", "—Limitation on Issuance or Sale of Capital Stock of Restricted Subsidiaries" and "—Merger, Consolidation and Sale of Property".

        If any Subsidiary Guarantor makes payments under its Subsidiary Guarantee, each of the Company and the other Subsidiary Guarantors must contribute their share of such payments. The Company's and the other Subsidiary Guarantors' shares of such payment will be computed based on the proportion that the net worth of the Company or the relevant Subsidiary Guarantor represents relative to the aggregate net worth of the Company and all the Subsidiary Guarantors combined.

Optional Redemption

        Except as set forth in the following paragraphs, the Senior Subordinated Notes are not redeemable at the option of the Company prior to August 15, 2009. Starting on that date, the Company may redeem all or any portion of the Senior Subordinated Notes, at once or over time, after giving the required notice under the Senior Subordinated Notes Indenture. The Senior Subordinated Notes may be redeemed at the redemption prices set forth below, plus accrued and unpaid interest, if any, to the redemption date (subject to the right of holders of record on the relevant record date to receive interest due on the relevant interest payment date). The following prices are for Senior Subordinated

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Notes redeemed during the 12-month period commencing on August 15 of the years set forth below, and are expressed as percentages of principal amount:

Redemption Year	Price
2009	105.375%
2010	103.583%
2011	101.792%
2012 and thereafter	100.000%

        At any time and from time to time, prior to August 15, 2007, the Company may redeem up to a maximum of 35% of the original aggregate principal amount of the Senior Subordinated Notes (which includes any additional Senior Subordinated Notes) with the proceeds of one or more Qualified Equity Offerings (provided that, if the Qualified Equity Offering is an offering by Parent, a portion of the Net Cash Proceeds thereof equal to the amount required to redeem any such Senior Subordinated Notes is contributed to the equity capital of the Company or used to acquire Capital Stock of the Company (other than Disqualified Stock) from the Company), at a redemption price equal to 110.75% of the principal amount thereof, plus accrued and unpaid interest thereon, if any, to the redemption date (subject to the right of holders of record on the relevant record date to receive interest due on the relevant interest payment date); provided, however, that after giving effect to any such redemption, at least 65% of the original aggregate principal amount of the Senior Subordinated Notes remains Outstanding. Any such redemption shall be made within 90 days of such Qualified Equity Offering upon not less than 30 nor more than 60 days' prior notice.

        The Company may choose to redeem all or any portion of the Senior Subordinated Notes, at once or over time, prior to August 15, 2009. If it does so, it may redeem the Senior Subordinated Notes, after giving the required notice under the Senior Subordinated Notes Indenture. To redeem the Senior Subordinated Notes, the Company must pay a redemption price equal to the sum of:

        (a)   100% of the principal amount of the Senior Subordinated Notes to be redeemed, plus

        (b)   the Applicable Premium,

plus accrued and unpaid interest, if any, to the redemption date (subject to the right of holders of record on the relevant record date to receive interest due on the relevant interest payment date).

        "Applicable Premium" means, with respect to a Senior Subordinated Note at any time, the greater of (1) 1.0% of the principal amount of such Senior Subordinated Note at such time and (2) the excess of (A) the present value at such time of (i) the redemption price of such Senior Subordinated Note at August 15, 2009 (such redemption price being described in the table appearing in the first paragraph of "—Optional Redemption" exclusive of any accrued interest) plus (ii) any required interest payments due on such Senior Subordinated Note through August 15, 2009, (including any accrued and unpaid interest) computed using a discount rate equal to the Treasury Rate plus 50 basis points, over (B) the principal amount of such Senior Subordinated Note.

        "Comparable Treasury Issue" means the United States Treasury security selected by an Independent Investment Banker as having a maturity comparable to the remaining term of the Senior Subordinated Notes that would be utilized, at the time of selection and in accordance with customary financial practice, in pricing new issues of corporate debt securities of comparable maturity to the remaining term of such Senior Subordinated Notes. "Independent Investment Banker" means one of the Reference Treasury Dealers appointed by the Trustee after consultation with the Company.

        "Comparable Treasury Price" means, with respect to any redemption date:

        (a)   the average of the bid and asked prices for the Comparable Treasury Issue (expressed in each case as a percentage of its principal amount) on the third business day preceding such

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redemption date, as set forth in the most recently published statistical release designated "H.15(519)" (or any successor release) published by the Board of Governors of the Federal Reserve System and which establishes yields on actively traded United States treasury securities adjusted to constant maturity under the caption "Treasury Constant Maturities" or

        (b)   if such release (or any successor release) is not published or does not contain such prices on such business day, the average of the Reference Treasury Dealer Quotations for such redemption date.

        "Reference Treasury Dealer" means Citigroup Global Markets Inc., J.P. Morgan Securities Inc., Wachovia Capital Markets, LLC and Deutsche Bank Securities Inc. and their respective successors; provided, however, that if any of the foregoing shall cease to be a primary U.S. Government securities dealer in New York City (a "Primary Treasury Dealer"), the Company shall substitute therefor another Primary Treasury Dealer.

        "Reference Treasury Dealer Quotations" means, with respect to each Reference Treasury Dealer and any redemption date, the average, as determined by the Trustee, of the bid and asked prices for the Comparable Treasury Issue (expressed in each case as a percentage of its principal amount) quoted in writing to the Trustee by such Reference Treasury Dealer at 5:00 p.m. on the third business day preceding such redemption date.

        "Treasury Rate" means, with respect to any redemption date, the rate per annum equal to the yield to maturity of the Comparable Treasury Issue, compounded semi-annually, assuming a price for such Comparable Treasury Issue (expressed as a percentage of its principal amount) equal to the Comparable Treasury Price for such redemption date.

        Any notice to holders of Senior Subordinated Notes of such a redemption needs to include the appropriate calculation of the redemption price, but does not need to include the redemption price itself. The actual redemption price, calculated as described above, must be set forth in an Officers' Certificate delivered to the Trustee no later than two business days prior to the redemption date.

Sinking Fund

        There are no mandatory sinking fund payments for the Senior Subordinated Notes.

Repurchase at the Option of Holders Upon a Change of Control

        Upon the occurrence of a Change of Control (unless the Company gives notice of redemption pursuant to the provisions of the Senior Subordinated Notes Indenture described under "—Optional Redemption"), each holder of Senior Subordinated Notes has the right to require us to repurchase all or any part of such holder's Senior Subordinated Notes pursuant to the offer described below (the "Change of Control Offer") at a purchase price (the "Change of Control Purchase Price") equal to 101% of the principal amount thereof, plus accrued and unpaid interest, if any, to the purchase date (subject to the right of holders of record on the relevant record date to receive interest due on the relevant interest payment date).

        Within 30 days following any Change of Control, the Company shall:

        (a)   cause a notice of the Change of Control Offer to be sent at least once to the Dow Jones News Service or similar business news service in the United States and

        (b)   send, by first class mail, with a copy to the Trustee, to each holder of Senior Subordinated Notes, at such holder's address appearing in the Security Register, a notice stating:

        (1)   that a Change of Control has occurred and a Change of Control Offer is being made pursuant to the covenant entitled "Repurchase at the Option of Holders Upon a Change of

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Control" and that all Senior Subordinated Notes timely tendered will be accepted for payment;

        (2)   the Change of Control Purchase Price and the purchase date, which shall be, subject to any contrary requirements of applicable law, a business day no earlier than 30 days nor later than 60 days from the date such notice is mailed;

        (3)   the circumstances and relevant facts regarding the Change of Control (including information with respect to pro forma historical income, cash flow and capitalization after giving effect to the Change of Control); and

        (4)   the procedures that holders of Senior Subordinated Notes must follow in order to tender their Senior Subordinated Notes (or portions thereof) for payment, and the procedures that holders of Senior Subordinated Notes must follow in order to withdraw an election to tender Senior Subordinated Notes (or portions thereof) for payment.

        We will not be required to make a Change of Control Offer following a Change of Control if a third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth in the Senior Subordinated Notes Indenture applicable to a Change of Control Offer made by us and purchases all Senior Subordinated Notes validly tendered and not withdrawn under such Change of Control Offer.

        We will comply, to the extent applicable, with the requirements of Section 14(e) of the Exchange Act and any other securities laws or regulations in connection with the repurchase of Senior Subordinated Notes pursuant to a Change of Control Offer. To the extent that the provisions of any securities laws or regulations conflict with the provisions of the covenant described above, we will comply with the applicable securities laws and regulations and will not be deemed to have breached our obligations under this covenant by virtue of such compliance.

        The Change of Control repurchase feature is a result of negotiations between us and the initial purchasers. Following the Transactions, management has no present intention to engage in a transaction involving a Change of Control, although it is possible that we would decide to do so in the future. Subject to certain covenants described below, we could, in the future, enter into certain transactions, including acquisitions, refinancings or other recapitalizations, that would not constitute a Change of Control under the Senior Subordinated Notes Indenture, but that could increase the amount of debt outstanding at such time or otherwise affect our capital structure or credit ratings.

        The definition of Change of Control includes a phrase relating to the sale, lease, transfer or other conveyance of "all or substantially all" of our assets. Although there is a developing body of case law interpreting the phrase "substantially all", there is no precise established definition of the phrase under applicable law. Accordingly, if we dispose of less than all our assets by any of the means described above, the ability of a holder of Senior Subordinated Notes to require us to repurchase its Senior Subordinated Notes may be uncertain. In such a case, holders of the Senior Subordinated Notes may not be able to resolve this uncertainty without resorting to legal action.

        The Credit Facilities will provide that the occurrence of certain change of control events with respect to Parent or the Company would constitute a default thereunder. In the event that at the time of such Change of Control the terms of any Senior Debt of the Company (including the Credit Agreement) restrict or prohibit the purchase of Senior Subordinated Notes following such Change of Control, then prior to the mailing of the notice to Holders but in any event within 30 days following any Change of Control, we undertake to (1) repay in full all such Senior Debt or (2) obtain the requisite consents under the agreements governing such Senior Debt to permit the repurchase of the Senior Subordinated Notes. If we do not repay such Senior Debt or obtain such consents, we will remain prohibited from purchasing Senior Subordinated Notes. In such case, our failure to comply with the foregoing undertaking, after appropriate notice and lapse of time would result in an Event of

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Default under the Senior Subordinated Notes Indenture, which would, in turn, constitute a default under the Credit Agreement. In such circumstances, the subordination provisions in the Senior Subordinated Notes Indenture would likely restrict payment to the Holders of Senior Subordinated Notes.

        Future indebtedness that we may incur may contain prohibitions on the occurrence of certain events that would constitute a Change of Control or require the repurchase of such indebtedness upon a Change of Control. Moreover, the exercise by the holders of their right to require us to repurchase the Senior Subordinated Notes could cause a default under such indebtedness, even if the Change of Control itself does not, due to the financial effect of such repurchase on us. Finally, our ability to pay cash to the holders of Senior Subordinated Notes following the occurrence of a Change of Control may be limited by our then existing financial resources. There can be no assurance that sufficient funds will be available when necessary to make any required repurchases.

        Our obligation to make an offer to repurchase the Senior Subordinated Notes as a result of a Change of Control may be waived or modified with the written consent of the holders of a majority in principal amount of the Senior Subordinated Notes. See "—Amendments and Waivers".

Certain Covenants

        The Senior Subordinated Notes Indenture contains covenants including, among others, the following:

        Limitation on Debt.    (a) The Company shall not, and shall not permit any Restricted Subsidiary to, Incur, directly or indirectly, any Debt unless, after giving pro forma effect to the application of the proceeds thereof, no Default or Event of Default would occur as a consequence of such Incurrence or be continuing following such Incurrence and such Debt is Debt of the Company or a Subsidiary Guarantor and after giving pro forma effect to the Incurrence of such Debt and the application of the proceeds thereof, the Consolidated Interest Coverage Ratio would be greater than 2.00 to 1.00.

        (b)   Notwithstanding the foregoing paragraph (a), each of the following shall be permitted (collectively, "Permitted Debt");

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

        (2)   Debt of the Company or a Subsidiary Guarantor under any Credit Facilities; provided, however, that the aggregate principal amount of all such Debt under the Credit Facilities at any one time outstanding shall not exceed $650.0 million, which amount shall be permanently reduced by the amount of Net Available Cash used to Repay Debt under the Credit Facilities, and not subsequently reinvested in Additional Assets or used to purchase Senior Subordinated Notes or Repay other Debt, pursuant to the covenant described under "Limitation on Asset Sales";

        (3)   Debt of the Company owing to and held by any Restricted Subsidiary and Debt of a Restricted Subsidiary owing to and held by the Company or any Restricted Subsidiary; provided, however, that (A) any subsequent issue or transfer of Capital Stock or other event that results in any such Restricted Subsidiary ceasing to be a Restricted Subsidiary or any subsequent transfer of any such Debt (except to the Company or a Restricted Subsidiary) shall

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be deemed, in each case, to constitute the Incurrence of such Debt by the issuer thereof and (B) if the Company is the obligor on such Debt, such Debt is expressly subordinated to the prior payment in full in cash of all obligations with respect to the Senior Subordinated Notes;

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

        (5)   (A) Debt (including Capital Lease Obligations) Incurred by the Company or any Subsidiary Guarantor (i) to finance the purchase, lease, construction or improvement of property (real or personal) or equipment (whether through the direct purchase of assets or the Capital Stock of any Person owning such assets) at the time of, or within 270 days after, such purchase, lease or improvement or (ii) as part of a Sale and Leaseback Transaction and (B) Debt constituting Guarantees of Debt of Permitted Joint Ventures; provided, however, that the aggregate principal amount of such Debt and Guarantees, when taken together with the amount of Debt and Guarantees previously Incurred pursuant to this clause (5) and then outstanding (including any Permitted Refinancing Debt with respect thereto), does not exceed the greater of (x) $50.0 million and (y) 6.0% of Total Tangible Assets;

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

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

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

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

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

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

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

        (13) Debt in the form of loans from Unrestricted Subsidiaries in an aggregate principal amount at any time outstanding not to exceed $10.0 million;

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

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

        (16) In addition to the items referred to in clauses (1) through (l5) above, Debt of the Company or a Subsidiary Guarantor in an aggregate principal amount which, when taken together with the amount of Debt previously Incurred pursuant to this clause (16) and then outstanding, does not exceed $50.0 million.

        Notwithstanding anything to the contrary contained in this covenant,

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

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

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

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

        For purposes of determining compliance with this covenant:

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

        (2)   in the event that an item of Debt meets the criteria of more than one of the types of Debt described above, the Company, in its sole discretion, will classify such item of Debt at the

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time of Incurrence and only be required to include the amount and type of such Debt in one of the above clauses;

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

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

        Limitation on Layered Debt.    The Company shall not, and shall not permit any Subsidiary Guarantor to, Incur, directly or indirectly, (1) any Debt that is subordinate or junior in right of payment to any Senior Debt unless such Debt is Senior Subordinated Debt or is expressly subordinated in right of payment to Senior Subordinated Debt or (2) any secured Debt that is not Senior Debt unless the Company contemporaneously therewith makes effective provision to secure the Senior Subordinated Notes equally and ratably with such secured Debt for so long as such secured Debt is secured by a Lien. In addition, no Subsidiary Guarantor shall Guarantee, directly or indirectly, any Debt of the Company that is subordinate or junior in right of payment to any Senior Debt unless such Guarantee is expressly subordinate in right of payment to, or ranks pari passu with, the Subsidiary Guarantee of such Subsidiary Guarantor. For purposes of this covenant, no Debt will be deemed to be expressly subordinated in right of payment to any other Debt solely by virtue of being unsecured or by virtue of the fact that holders of secured Debt have entered into intercreditor or similar arrangements giving one or more of such holders priority over the other holders in the collateral securing such Debt.

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

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

        (b)   the Company could not Incur at least $1.00 of additional Debt pursuant to paragraph (a) of the covenant described under "—Limitation on Debt" or

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

        (1)   50% of the aggregate amount of Consolidated Net Income accrued during the period (treated as one accounting period) from the beginning of the fiscal quarter during which the Issue Date occurs to the end of the most recent fiscal quarter ending prior to the date of such Restricted Payment for which internal financial statements are available (or if the aggregate amount of Consolidated Net Income for such period shall be a deficit, minus 100% of such deficit), plus

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

        (3)   the sum of:

        (A)  the aggregate net cash proceeds and the Fair Market Value of Property (other than Debt) received by the Company or any Restricted Subsidiary from the issuance or

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sale after the Issue Date of convertible or exchangeable Debt that has been converted into or exchanged for Capital Stock (other than Disqualified Stock) of the Company, and

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

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

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

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

plus

        (4)   an amount equal to the sum of:

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

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

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

        Notwithstanding the foregoing limitation, the Company may:

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

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

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

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

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

        (d)   repurchase shares of, or options to purchase shares of, Capital Stock of Parent, the Company or any of the Company's Subsidiaries (or pay dividends to Parent to consummate any such repurchases) from current or former officers, directors or employees of the Company or any of its Subsidiaries (or permitted transferees of such current or former officers, directors or employees), pursuant to the terms of agreements (including employment agreements) or plans (or amendments thereto) approved by the Parent Board or the Board of Directors under which such individuals purchase or sell, or are granted the option to purchase or sell, shares of such common stock; provided, however, that the aggregate amount of such repurchases in any calendar year shall not exceed the lesser of (A) the sum of (x) $500,000 and (y) the aggregate amount of Restricted Payments permitted (but not made) in prior calendar years pursuant to this clause (d) and (B) the sum of (i) $2.5 million plus (ii) the amount of net cash proceeds received by the Company after the Issue Date from any payment under "key-man" life insurance policies obtained by the Company or a Restricted Subsidiary to insure the life of any director or officer of the Company or a Restricted Subsidiary; and provided further, however, that such repurchases shall be excluded in the calculation of the amount of Restricted Payments;

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

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

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

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

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

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

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

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        (h)   make any Restricted Payment made on the Issue Date in connection with the Transactions and described in this prospectus; provided, however, that such payments shall be excluded in the calculation of the amount of Restricted Payments;

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

        (j)    purchase, defease or otherwise acquire or retire for value any Subordinated Obligations upon a Change of Control of the Company or an Asset Sale by the Company, to the extent required by any agreement pursuant to which such Subordinated Obligations were issued, but only if the Company has complied with the provisions described in "—Repurchase at the Option of Holders Upon a Change of Control" above or "—Limitation on Asset Sales" below; provided, however, that such payments shall be included in the calculation of the amount of Restricted Payments; and

        (k)   make Restricted Payments in an amount which, when taken together with all Restricted Payments made pursuant to this clause (k), does not exceed $30.0 million; provided, however, that at the time of each such Restricted Payment, no Default or Event of Default shall have occurred and be continuing (or result therefrom); provided further, however, that such Restricted Payments shall be excluded in the calculation of the amount of Restricted Payments.

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

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

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

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

        (1)   directors' qualifying shares,

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

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

        Limitation on Asset Sales.    The Company shall not, and shall not permit any Restricted Subsidiary to, directly or indirectly, consummate any Asset Sale unless:

        (a)   the Company or such Restricted Subsidiary receives consideration at the time of such Asset Sale at least equal to the Fair Market Value of the Property subject to such Asset Sale; provided, however, that with respect to PPM Asset Sales, the Company receives consideration at the time of such PPM Asset Sale at least equal to the lesser of (x) the Fair Market Value of such Property and (y) the net book value of such Property excluding any write downs or reductions in net book value after June 30, 2004 other than as a result of normal course depreciation and amortization or casualty or destruction or, if specified in the applicable Management Services Agreement, the price at which the purchaser of such Property is entitled to purchase such Property pursuant to such Management Services Agreement; and

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

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

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

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

        (3)   with respect to PPM Asset Sales, (x) the principal amount of any Debt of the Company canceled or retired as consideration to the Company or a Restricted Subsidiary in such PPM Asset Sale and (y) Capital Stock of Parent at the time of such PPM Asset Sale in an aggregate amount which, when taken together with any other such Debt or Capital Stock received pursuant to this clause (3), does not exceed $10.0 million.

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

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

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

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

        When the aggregate amount of Excess Proceeds exceeds $20.0 million, the Company will be required to make an offer to purchase (the "Prepayment Offer") the Senior Subordinated Notes which offer shall be in the amount of the Allocable Excess Proceeds, on a pro rata basis according to principal amount, at a purchase price equal to 100% of the principal amount thereof, plus accrued and unpaid interest, if any, to the purchase date (subject to the right of holders of record on the relevant record date to receive interest due on the relevant interest payment date), in accordance with the procedures (including prorating in the event of oversubscription) set forth in the Senior Subordinated Notes Indenture. To the extent that any portion of the amount of Net Available Cash remains after compliance with the preceding sentence and provided that all holders of Senior Subordinated Notes have been given the opportunity to tender their Senior Subordinated Notes for purchase in accordance with the Senior Subordinated Notes Indenture, the Company or such Restricted Subsidiary may use such remaining amount for any purpose permitted by the Senior Subordinated Notes Indenture and the amount of Excess Proceeds will be reset to zero.

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        The term "Allocable Excess Proceeds" will mean the product of:

        (a)   the Excess Proceeds and

        (b)   a fraction,

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

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

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

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

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

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

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

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

        The foregoing limitations will not apply:

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

        (A)  in effect on the Issue Date,

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

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Restricted Subsidiary became a Restricted Subsidiary or was acquired by the Company) and outstanding on such date,

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

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

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

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

        (G)  arising under applicable law,

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

        (I)   contained in any agreement or instrument governing Senior Debt (including the Credit Facilities) not Incurred in violation of the Senior Subordinated Notes Indenture; provided, however, that such restrictions, taken as a whole, are no more restrictive in the aggregate than those contained in the Credit Facilities on the Issue Date, as determined in good faith by the Board of Directors, whose determination shall be conclusive, and

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

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

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

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

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

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

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

        (b)   if such Affiliate Transaction involves aggregate payments or value in excess of $10.0 million, the Board of Directors (including a majority of the disinterested members of the Board of Directors) approves such Affiliate Transaction and, in its good faith judgment, believes that such Affiliate Transaction complies with clause (a) of this paragraph as evidenced by a Board Resolution promptly delivered to the Trustee; and

        (c)   if such Affiliate Transaction involves aggregate payments or value in excess of $25.0 million, the Company obtains a written opinion from an Independent Financial Advisor to the effect that the consideration to be paid or received in connection with such Affiliate Transaction is fair, from a financial point of view, to the Company and the Restricted Subsidiaries, taken as a whole or is not less favorable to the Company and its Restricted Subsidiaries than could reasonably be expected to be obtained at the time in an arm's length transaction with a Person who was not an Affiliate. For purposes of this clause (c) only, any contract or series of related contracts for the rendering of services entered into in the ordinary course of business by the Company or any Restricted Subsidiary with any other Person will not be deemed to be in excess of $25.0 million if, when entered into, (x) the payments made by the Company and the Restricted Subsidiaries and (y) the value of services performed by the Company and the Restricted Subsidiaries in connection with such contract or series of related contracts do not exceed, and are not then reasonably expected by the Board of Directors in its good faith determination to exceed, $10.0 million in any year.

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

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

        (b)   any Restricted Payment permitted to be made pursuant to the covenant described under "—Limitation on Restricted Payments" other than any Permitted Investment;

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

        (d)   (i) loans and advances to employees made in the ordinary course of business of the Company or such Restricted Subsidiary, as the case may be; provided, however, that such loans and advances do not exceed $3.0 million in the aggregate at any one time outstanding; and (ii) loans to affiliated physician groups made pursuant to clause (o) of the definition of "Permitted Investments";

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

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

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

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

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

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

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

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

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

        (b)   one of the following:

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

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

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

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

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

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

        (x)   the Company could Incur at least $1.00 of additional Debt pursuant to paragraph (a) of the covenant described under "—Limitation on Debt", and

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

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

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

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

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

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

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

Merger, Consolidation and Sale of Property

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

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

        (b)   the Surviving Person (if other than the Company) expressly assumes, by supplemental indenture in form satisfactory to the Trustee, executed and delivered to the Trustee by such Surviving Person, the due and punctual payment of the principal of, and premium, if any, and

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interest on, all the Senior Subordinated Notes, according to their tenor, and the due and punctual performance and observance of all the covenants and conditions of the Senior Subordinated Notes Indenture to be performed by the Company;

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

        (d)   immediately after giving pro forma effect to such transaction or series of transactions, the Company or the Surviving Person, as the case may be, would be able to Incur at least $1.00 of additional Debt under paragraph (a) of the covenant described under "—Certain Covenants—Limitation on Debt"; provided, however, that this clause (d) will not be applicable to (A) the Company or a Restricted Subsidiary consolidating with, merging into, conveying, transferring or leasing all or substantially all its Property to the Company or a Subsidiary Guarantor or (B) the Company or a Restricted Subsidiary merging with an Affiliate of the Company solely for the purpose and with the sole effect of reincorporating the Company or a Restricted Subsidiary in another jurisdiction; and

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

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

        Upon consummation of the Merger, US Oncology, Inc. shall execute and deliver to the Trustee a supplemental indenture of the type referred to in clause (b) of the first paragraph under this heading "—Merger, Consolidation and Sale of Property," whereupon US Oncology, Inc. shall be the successor Company and shall succeed to, and be substituted for, and may exercise every right and power of, the predecessor Company under the Senior Subordinated Notes Indenture, and thereafter the predecessor Company shall be discharged from all obligations and covenants under the Senior Subordinated Notes Indenture and the Senior Subordinated Notes. Notwithstanding anything in the covenant described under this heading "—Merger, Consolidation and Sale of Property" to the contrary, the merger of Oiler Acquisition Corp. with and into US Oncology, Inc. shall be permitted under the Senior Subordinated Notes Indenture.

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

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

        (b)   the Surviving Person (if other than such Subsidiary Guarantor) expressly assumes, by Subsidiary Guarantee in form satisfactory to the Trustee, executed and delivered to the Trustee by

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such Surviving Person, the due and punctual performance and observance of all the obligations of such Subsidiary Guarantor under its Subsidiary Guarantee; and

        (c)   immediately before and after giving effect to such transaction or series of transactions on a pro forma basis (and treating, for purposes of this clause (c), any Debt that becomes, or is anticipated to become, an obligation of the Surviving Person, the Company or any Restricted Subsidiary as a result of such transaction or series of transactions as having been Incurred by the Surviving Person, the Company or such Restricted Subsidiary at the time of such transaction or series of transactions), no Default or Event of Default shall have occurred and be continuing; provided, however, that this paragraph (c) will not be applicable to any Subsidiary Guarantor that consolidates with, merges with or into or conveys, transfers or leases all or substantially all of its Property to the Company or another Subsidiary Guarantor.

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

        The foregoing provisions with respect to Subsidiary Guarantors (other than clause (c)) shall not apply to any transactions which constitute an Asset Sale if the Company has complied with the covenant described under "—Limitation on Asset Sales".

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

Reports

        Whether or not required by the SEC, so long as any Senior Subordinated Notes are outstanding, if not filed electronically with the SEC through the SEC's Electronic Data Gathering, Analysis, and Retrieval System (or any successor system), the Company will furnish to the holders of Senior Subordinated Notes, within the time periods specified in the SEC's rules and regulations:

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

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

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

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

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

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

Events of Default

        Events of Default in respect of the Senior Subordinated Notes include:

        (1)   failure to make the payment of any interest on the Senior Subordinated Notes when the same becomes due and payable, and such failure continues for a period of 30 days;

        (2)   failure to make the payment of any principal of, or premium, if any, on, any of the Senior Subordinated Notes when the same becomes due and payable at its Stated Maturity, upon acceleration, redemption, optional redemption, required repurchase or otherwise;

        (3)   failure to comply with the covenant described under "—Merger, Consolidation and Sale of Property";

        (4)   failure to comply with any other covenant or agreement in the Senior Subordinated Notes or in the Senior Subordinated Notes Indenture (other than a failure that is the subject of the foregoing clause (1), (2) or (3)) and such failure continues for 30 days after written notice is given to the Company as provided below;

        (5)   a default under any Debt by the Company or any Restricted Subsidiary that results in acceleration of the maturity of such Debt, or failure to pay any such Debt at maturity, in an aggregate amount greater than $20.0 million or its foreign currency equivalent at the time (the "cross acceleration provisions");

        (6)   any judgment or judgments for the payment of money in an aggregate amount in excess of $20.0 million (or its foreign currency equivalent at the time), net of any amount covered by insurance issued by a reputable and creditworthy insurer that has not contested coverage or reserved rights with respect to the underlying claim, that shall be rendered against the Company or any Restricted Subsidiary and that shall not be waived, satisfied or discharged for any period of 60 consecutive days during which a stay of enforcement shall not be in effect (the "judgment default provisions");

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        (7)   certain events involving bankruptcy, insolvency or reorganization of the Company or any Significant Subsidiary (the "bankruptcy provisions"); and

        (8)   any Subsidiary Guarantee ceases to be in full force and effect (other than in accordance with the terms of such Subsidiary Guarantee) or any Subsidiary Guarantor denies or disaffirms its obligations under its Subsidiary Guarantee (the "guarantee provisions").

        A Default under clause (4) is not an Event of Default until the Trustee or the holders of not less than 25% in aggregate principal amount of the Senior Subordinated Notes then Outstanding notify the Company of the Default and the Company does not cure such Default within the time specified after receipt of such notice. Such notice must specify the Default, demand that it be remedied and state that such notice is a "Notice of Default".

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

        If an Event of Default with respect to the Senior Subordinated Notes (other than an Event of Default resulting from certain events involving bankruptcy, insolvency or reorganization with respect to the Company) shall have occurred and be continuing, the Trustee or the registered holders of not less than 25% in aggregate principal amount of the Senior Subordinated Notes then Outstanding may declare to be immediately due and payable the principal amount of all the Senior Subordinated Notes then Outstanding, plus accrued but unpaid interest to the date of acceleration. In case an Event of Default resulting from certain events of bankruptcy, insolvency or reorganization with respect to the Company shall occur, such amount with respect to all the Senior Subordinated Notes shall be due and payable immediately without any declaration or other act on the part of the Trustee or the holders of the Senior Subordinated Notes. After any such acceleration, but before a judgment or decree based on acceleration is obtained by the Trustee, the registered holders of a majority in aggregate principal amount of the Senior Subordinated Notes then Outstanding may, under certain circumstances, rescind and annul such acceleration if all Events of Default, other than the nonpayment of accelerated principal, premium or interest, have been cured or waived as provided in the Senior Subordinated Notes Indenture.

        Subject to the provisions of the Senior Subordinated Notes Indenture relating to the duties of the Trustee, in case an Event of Default shall occur and be continuing, the Trustee will be under no obligation to exercise any of its rights or powers under the Senior Subordinated Notes Indenture at the request or direction of any of the holders of the Senior Subordinated Notes, unless such holders shall have offered to the Trustee reasonable indemnity or security against any loss, liability or expense. Subject to such provisions for the indemnification of the Trustee, the holders of a majority in aggregate principal amount of the Senior Subordinated Notes then Outstanding will have the right to direct the time, method and place of conducting any proceeding for any remedy available to the Trustee or exercising any trust or power conferred on the Trustee with respect to the Senior Subordinated Notes.

        No holder of Senior Subordinated Notes will have any right to institute any proceeding with respect to the Senior Subordinated Notes Indenture, or for the appointment of a receiver or trustee, or for any remedy thereunder, unless:

        (a)   such holder has previously given to the Trustee written notice of a continuing Event of Default,

        (b)   the registered holders of at least 25% in aggregate principal amount of the Senior Subordinated Notes then Outstanding have made written request and offered reasonable indemnity to the Trustee to institute such proceeding as trustee, and

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        (c)   the Trustee shall not have received from the registered holders of a majority in aggregate principal amount of the Senior Subordinated Notes then Outstanding a direction inconsistent with such request and shall have failed to institute such proceeding within 60 days.

        However, such limitations do not apply to a suit instituted by a holder of any Note for enforcement of payment of the principal of, and premium, if any, or interest on, such Note on or after the respective due dates expressed in such Note.

Amendments and Waivers

        Subject to certain exceptions, the Senior Subordinated Notes Indenture may be amended with the consent of the registered holders of a majority in aggregate principal amount of the Senior Subordinated Notes then Outstanding (including consents obtained in connection with a tender offer or exchange offer for the Senior Subordinated Notes) and any past default or compliance with any provisions may also be waived (except a default in the payment of principal, premium or interest and certain covenants and provisions of the Senior Subordinated Notes Indenture which cannot be amended without the consent of each holder of an Outstanding Note) with the consent of the registered holders of at least a majority in aggregate principal amount of the Senior Subordinated Notes then Outstanding. However, without the consent of each holder of an Outstanding Note, no amendment or waiver may, among other things,

        (1)   reduce the amount of Senior Subordinated Notes whose holders must consent to an amendment or waiver,

        (2)   reduce the rate of or extend the time for payment of interest on any Note,

        (3)   reduce the principal of or extend the Stated Maturity of any Note,

        (4)   make any Note payable in money other than that stated in the Note,

        (5)   impair the right of any holder of the Senior Subordinated Notes to receive payment of principal of and interest on such holder's Senior Subordinated Notes on or after the due dates therefore or to institute suit for the enforcement of any payment on or with respect to such holder's Senior Subordinated Notes or any Subsidiary Guarantee,

        (6)   reduce the premium payable upon the redemption of any Note nor change the time at which any Note may be redeemed, as described under "—Optional Redemption",

        (7)   make any change to the subordination provisions of the Senior Subordinated Notes Indenture that would adversely affect the holders of the Senior Subordinated Notes, or

        (8)   make any change in any Subsidiary Guarantee that would adversely affect the holders of the Senior Subordinated Notes.

        Without the consent of any holder of the Senior Subordinated Notes, the Company and the Trustee may amend the Senior Subordinated Notes Indenture to:

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

        (2)   provide for the assumption by a successor corporation of the obligations of the Company or any Subsidiary Guarantor under the Senior Subordinated Notes Indenture,

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

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

        (5)   secure the Senior Subordinated Notes,

        (6)   add to the covenants of the Company for the benefit of the holders of the Senior Subordinated Notes or to surrender any right or power conferred upon the Company,

        (7)   make any change that does not adversely affect the rights of any holder of the Senior Subordinated Notes,

        (8)   make any change to the subordination provisions of the Senior Subordinated Notes Indenture that would limit or terminate the benefits available to any holder of Senior Debt under such provisions,

        (9)   comply with any requirement of the SEC in connection with the qualification of the Senior Subordinated Notes Indenture under the Trust Indenture Act, or

        (10) provide for the issuance of additional Senior Subordinated Notes in accordance with the Senior Subordinated Notes Indenture.

        No amendment may be made to the subordination provisions of the Senior Subordinated Notes Indenture that adversely affects the rights of any holder of Senior Debt then outstanding unless the holders of such Senior Debt (or their Representative) consent to such change. The consent of the holders of the Senior Subordinated Notes is not necessary to approve the particular form of any proposed amendment. It is sufficient if such consent approves the substance of the proposed amendment. After an amendment becomes effective, the Company is required to mail to each registered holder of the Senior Subordinated Notes at such holder's address appearing in the security register a notice briefly describing such amendment. However, the failure to give such notice to all holders of the Senior Subordinated Notes, or any defect therein, will not impair or affect the validity of the amendment.

Defeasance

        The Company at any time may terminate all its obligations under the Senior Subordinated Notes and the Senior Subordinated Notes Indenture ("legal defeasance"), except for certain obligations, including those respecting the defeasance trust and obligations to register the transfer or exchange of the Senior Subordinated Notes, to replace mutilated, destroyed, lost or stolen Senior Subordinated Notes and to maintain a registrar and paying agent in respect of the Senior Subordinated Notes. In addition, the Company at any time may terminate:

        (1)   its obligations under the covenants described under "—Repurchase at the Option of Holders Upon a Change of Control", "—Certain Covenants" and "—Reports",

        (2)   the operation of the cross acceleration provisions, the judgment default provisions, the bankruptcy provisions with respect to Significant Subsidiaries and the guarantee provisions described under "—Events of Default" above, and

        (3)   the limitations contained in clauses (d) under the first paragraph of, and in the fourth paragraph of, "—Merger, Consolidation and Sale of Property" above ("covenant defeasance").

        The Company may exercise its legal defeasance option notwithstanding its prior exercise of its covenant defeasance option.

        If the Company exercises its legal defeasance option, payment of the Senior Subordinated Notes may not be accelerated because of an Event of Default with respect thereto. If the Company exercises

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its covenant defeasance option, payment of the Senior Subordinated Notes may not be accelerated because of an Event of Default specified in clause (4) (with respect to the covenants described under "—Certain Covenants" or "—Reports"), (5), (6), or (7) (with respect only to Significant Subsidiaries) or (8) under "—Events of Default" above or because of the failure of the Company to comply with clause (d) under the first paragraph of, or with the fourth paragraph of, "—Merger, Consolidation and Sale of Property" above. If the Company exercises its legal defeasance option or its covenant defeasance option, each Subsidiary Guarantor will be released from all its obligations under its Subsidiary Guarantee.

        The legal defeasance option or the covenant defeasance option may be exercised only if:

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

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

        (c)   123 days pass after the deposit is made and during the 123-day period no Default described in clause (7) under "—Events of Default" occurs with respect to the Company or any other Person making such deposit which is continuing at the end of the period;

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

        (e)   such deposit does not constitute a default under any other agreement or instrument binding on the Company and is not prohibited by the subordination provisions of the Indenture;

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

        (g)   in the case of the legal defeasance option, the Company delivers to the Trustee an Opinion of Counsel stating that:

        (1)   the Company has received from the Internal Revenue Service a ruling, or

        (2)   since the date of the Senior Subordinated Notes Indenture there has been a change in the applicable U.S. Federal income tax law, to the effect, in either case, that, and based thereon such Opinion of Counsel shall confirm that, the holders of the Senior Subordinated Notes will not recognize income, gain or loss for U.S. Federal income tax purposes as a result of such defeasance and will be subject to U.S. Federal income tax on the same amounts, in the same manner and at the same time as would have been the case if such defeasance has not occurred;

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

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        (i)    the Company delivers to the Trustee an Officers' Certificate and an Opinion of Counsel, each stating that all conditions precedent to the defeasance and discharge of the Senior Subordinated Notes have been complied with as required by the Senior Subordinated Notes Indenture.

Governing Law

        The Senior Subordinated Notes Indenture and the Senior Subordinated Notes are governed by the internal laws of the State of New York.

The Trustee

        LaSalle Bank National Association, is the Trustee under the Senior Subordinated Notes Indenture.

        Except during the continuance of an Event of Default, the Trustee will perform only such duties as are specifically set forth in the Senior Subordinated Notes Indenture. During the existence of an Event of Default, the Trustee will exercise such of the rights and powers vested in it under the Senior Subordinated Notes Indenture and use the same degree of care and skill in its exercise as a prudent person would exercise under the circumstances in the conduct of such person's own affairs.

Certain Definitions

        Set forth below are certain of the defined terms used in the Senior Subordinated Notes Indenture. Reference is made to the Senior Subordinated Notes Indenture for the full disclosure of all such terms as well as any other capitalized terms used herein for which no definition is provided. Unless the context otherwise requires, an accounting term not otherwise defined has the meaning assigned to it in accordance with GAAP.

        "Additional Assets" means:

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

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

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

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

        "Affiliate" of any specified Person means any other Person directly or indirectly controlling or controlled by or under direct or indirect common control with such specified Person. For the purposes of this definition, "control" when used with respect to any Person means the power to direct the management and policies of such Person, directly or indirectly, whether through the ownership of voting securities, by contract or otherwise; and the terms "controlling" and "controlled" have meanings correlative to the foregoing. For purposes of the covenants described under "—Certain Covenants—Limitation on Restricted Payments", "—Certain Covenants—Limitation on Transactions with Affiliates" and "—Certain Covenants—Limitation on Asset Sales" and the definition of "Additional Assets" only, "Affiliate" shall also mean any beneficial owner of shares representing 10% or more of the total voting power of the Voting Stock (on a fully diluted basis) of the Company or of rights or warrants to purchase such Voting Stock (whether or not currently exercisable) and any Person who would be an Affiliate of any such beneficial owner pursuant to the first sentence hereof.

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

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

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

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

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

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

        (2)   for purposes of the covenant described under "—Certain Covenants—Limitation on Asset Sales" only, any disposition that constitutes a Permitted Investment or Restricted Payment permitted by the covenant described under "—Certain Covenants—Limitation on Restricted Payments",

        (3)   any disposition effected in compliance with the first paragraph of the covenant described under "—Merger, Consolidation and Sale of Property",

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

        (5)   any exchange of tangible assets with a Fair Market Value of less than $25.0 million for like-kind tangible assets to be used in connection with a Related Business, but only to the extent that such exchange qualifies for nonrecognition of gain or loss under Section 1031 of the Code,

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

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

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

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

        (10) any sale or disposition of obsolete inventory or worn out assets permitted pursuant to the Senior Subordinated Notes Indenture; and

        (11) a disposition of assets with a Fair Market Value of less than $2.5 million.

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

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

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

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

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

        (b)   the sum of all such payments.

        "Board of Directors" means the board of directors of the Company or any committee thereof, duly authorized to act on behalf of such board.

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

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

        "Capital Lease Obligations" means any obligation under a lease that is required to be capitalized for financial reporting purposes in accordance with GAAP; and the amount of Debt represented by such obligation shall be the capitalized amount of such obligations determined in accordance with GAAP; and the Stated Maturity thereof shall be the date of the last payment of rent or any other amount due under such lease prior to the first date upon which such lease may be terminated by the lessee without payment of a penalty.

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

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

        "Change of Control" means the occurrence of any of the following events:

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

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Person (the "specified person") held by any other Person (the "parent entity") so long as the Permitted Holders beneficially own, directly or indirectly, in the aggregate a majority of the total voting power of the Voting Stock such parent entity);

        (b)   on or after the earlier to occur of (i) the first public equity offering of common stock of Parent or (ii) the first public equity offering of common stock of the Company, if any "person" or "group" (as such terms are used in Sections 13(d) and 14(d) of the Exchange Act or any successor provisions to either of the foregoing), including any group acting for the purpose of acquiring, holding, voting or disposing of securities within the meaning of Rule 13d-5(b)(1) under the Exchange Act, other than any one or more of the Permitted Holders, becomes the "beneficial owner" (as defined in clause (a) above), directly or indirectly, of 35% or more of the total voting power of the Voting Stock of the Company; provided, however, that the Permitted Holders are the "beneficial owners" (as defined in clause (a) above), directly or indirectly, in the aggregate of a lesser percentage of the total voting power of the Voting Stock of the Company than such other person or group and do not have the right or ability by voting power, contract or otherwise to elect or designate for election a majority of the Board of Directors of the Company (for purposes of this clause (b), such person or group shall be deemed to beneficially own any Voting Stock of a specified person held by a parent entity, so long as such person or group beneficially owns, directly or indirectly, in the aggregate a majority of the total voting power of the Voting Stock of such parent entity and the Permitted Holders, directly or indirectly, do not have the right or ability by voting power, contract or otherwise to elect or designate for election a majority of the board of directors of such parent entity);

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

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

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

        "Code" means the Internal Revenue Code of 1986, as amended.

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

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

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

provided, however, that:

        (1)   if

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

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

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

        (2)   if

        (A)  since the beginning of such period the Company or any Restricted Subsidiary shall have made one or more Asset Sales with an aggregate Fair Market Value equal to or in excess of $10.0 million or an Investment (by merger or otherwise) in any Restricted Subsidiary (or any Person which becomes a Restricted Subsidiary) or an acquisition of Property which constitutes all or substantially all of an operating unit of a business,

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

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

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

        If any Debt bears a floating rate of interest and is being given pro forma effect, the interest expense on such Debt shall be calculated as if the base interest rate in effect for such floating rate of interest on the date of determination had been the applicable base interest rate for the entire period (taking into account any Interest Rate Agreement applicable to such Debt if such Interest Rate Agreement has a remaining term in excess of 12 months). In the event the Capital Stock of any Restricted Subsidiary is sold during the period, the Company shall be deemed, for purposes of clause (1) above, to have Repaid during such period the Debt of such Restricted Subsidiary to the extent the Company and its continuing Restricted Subsidiaries are no longer liable for such Debt after such sale.

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

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

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

        (c)   capitalized interest,

        (d)   non-cash interest expense,

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

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        (f)    net payments pursuant to Hedging Obligations,

        (g)   Disqualified Stock Dividends,

        (h)   Preferred Stock Dividends,

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

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

        (k)   the cash contributions to any employee stock ownership plan or similar trust to the extent such contributions are used by such plan or trust to pay interest or fees to any Person (other than the Company) in connection with Debt Incurred by such plan or trust.

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

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

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

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

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

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

        (d)   any extraordinary gain or loss,

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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the fifth Business Day following receipt by such Person of a demand for reimbursement following payment on the letter of credit);

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

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

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

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

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

        The amount of Debt of any Person at any date shall be the outstanding balance at such date of all unconditional obligations as described above and the maximum liability, upon the occurrence of the contingency giving rise to the obligation, of any contingent obligations at such date; provided, however, that in the case of Debt sold at a discount, the amount of such Debt at any time will be the accreted value thereof at such time. The amount of Debt represented by a Hedging Obligation shall be equal to:

        (1)   zero if such Hedging Obligation has been Incurred pursuant to clause (7) or (8) of paragraph (b) of the covenant described under "—Certain Covenants—Limitation on Debt", or

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

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

        "Designated Senior Debt" means:

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

        (b)   the Credit Facilities, and

        (c)   the Senior Notes.

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

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

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

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

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

        (1)   the "asset sale" or "change of control" provisions applicable to such Capital Stock are not more favorable to the holders of such Capital Stock than the terms applicable to the Senior Subordinated Notes and described under "—Certain Covenants—Limitation on Asset Sales" and "—Repurchase at the Option of Holders Upon a Change of Control"; and

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

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

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

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

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

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

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

        (2)   Consolidated Interest Expense,

        (3)   depreciation,

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        (4)   amortization of intangibles,

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

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

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

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

        "Event of Default" has the meaning set forth under "—Events of Default".

        "Exchange Act" means the Securities Exchange Act of 1934.

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

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

        (a)   if such Property has a Fair Market Value equal to or less than $25.0 million, by a majority of the Board of Directors and evidenced by a Board Resolution, or

        (b)   if such Property has a Fair Market Value in excess of $25.0 million, by an Independent Financial Advisor and evidenced by a written opinion from such Independent Financial Advisor, dated within 30 days of the relevant transaction, delivered to the Trustee.

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

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

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

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

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

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

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

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

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

provided, however, that the term "Guarantee" shall not include:

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

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

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

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

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

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

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

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

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

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

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

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

        (a)   the Company's "Investment" in such Subsidiary at the time of such redesignation, less

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

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

        "Issue Date" means the date on which the Offered Senior Subordinated Notes are initially issued.

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

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

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

        "Moody's" means Moody's Investors Service, Inc. or any successor to the rating agency business thereof.

        "Net Available Cash" from any Asset Sale means cash payments received therefrom (including any cash payments received by way of deferred payment of principal pursuant to a note or installment receivable or otherwise and any proceeds from the sale or other disposition of any securities received as consideration, but only as and when received, but excluding any other consideration received in the

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form of assumption by the acquiring Person of Debt or other obligations relating to the Property that is the subject of such Asset Sale or received in any other non-cash form), in each case net of:

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

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

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

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

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

        "Offered Senior Notes" means the $300.0 million aggregate principal amount of Senior Notes to be issued on the Issue Date.

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

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

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

        "Outstanding" means, subject to certain exceptions, all Senior Subordinated Notes issued under the Senior Subordinated Notes Indenture, except those theretofore canceled by the Trustee or delivered to it for cancelation, defeased in accordance with the Senior Subordinated Notes Indenture, paid in full, or in respect of which substitute Senior Subordinated Notes have been authenticated and delivered by the Trustee.

        "Parent" means US Oncology Holdings, Inc. (f/k/a Oiler Holding Company), a Delaware corporation.

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

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

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

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

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

        (c)   cash and Temporary Cash Investments;

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

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

        (f)    loans and advances to employees made in the ordinary course of business consistent with past practices of the Company or such Restricted Subsidiary, as the case may be; provided, however, that such loans and advances do not exceed $3.0 million at any one time outstanding;

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

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

        (i)    any Person to the extent such Investment represents the non-cash portion of the consideration received in connection with an Asset Sale consummated in compliance with the covenant described under "—Certain Covenants—Limitation on Asset Sales";

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

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

        (l)    any person to the extent such Investment consists of Hedging Obligations incurred pursuant to clauses (7) or (8) of paragraph (b) of the covenant described under "—Certain Covenants—Limitation on Debt" or Guarantees thereof;

        (m)  in Permitted Joint Ventures in an aggregate amount outstanding at any one time not to exceed the greater of (a) $25.0 million or (b) 3.0% of Total Tangible Assets (with each Investment being valued as of the date made and without regard to subsequent changes in value);

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        (n)   in any Permitted Joint Venture to the extent such Investment consists of a Guarantee of Debt of such Permitted Joint Venture permitted to be Incurred pursuant to clauses (5) or (16) of paragraph (b) of the covenant described under "—Certain Covenants—Limitation on Debt";

        (o)   loans to affiliated physician groups in an aggregate amount outstanding at any one time not to exceed the greater of (a) $25.0 million or (b) 3.0% of Total Tangible Assets; and

        (p)   other Investments made for Fair Market Value that do not exceed $40.0 million outstanding at any one time in the aggregate.

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

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

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

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

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

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

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

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

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

        (e)   to the extent such Debt directly or indirectly Refinances Debt of a Restricted Subsidiary Incurred pursuant to clause (6) of paragraph (b) of the covenant described under "—Certain Covenants—Limitation on Debt", such Refinancing Debt shall be Incurred only by such Restricted Subsidiary;

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

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

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

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

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

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

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

        "pro forma" means, with respect to any calculation made or required to be made pursuant to the terms hereof, a calculation performed in accordance with Article 11 of Regulation S-X promulgated under the Securities Act, as interpreted in good faith by the chief financial officer of the Company after consultation with the independent certified public accountants of the Company, except that any such pro forma calculation may include operating expense reductions for such period attributable to the transaction to which pro forma effect is being given (including, without limitation, operating expense reductions attributable to execution or termination of any contract, reduction of costs related to administrative functions, the termination of any employees or the closing (or the approval by the Board of Directors of the closing) of any facility) that have been realized or for which all steps necessary for the realization of which have been taken or are reasonably expected to be taken within six months following such transaction, provided, that such adjustments are set forth in an Officers' Certificate which states (i) the amount of such adjustment or adjustments and (ii) that such adjustment or adjustments are based on the reasonable good faith beliefs of the Officers executing such Officers' Certificate.

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

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

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

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

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

        (1)   if a natural person, (A) any spouse, parent or lineal descendant (including by adoption) of such Person or (B) the estate of such Person during any period in which such estate holds Capital Stock of Parent or of the Company for the benefit of any Person referred to in clause (1)(A), and

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

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

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

        "Restricted Payment" means:

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

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

        (c)   the purchase, repurchase, redemption, acquisition or retirement for value, prior to the date for any scheduled maturity, sinking fund or amortization or other installment payment, of any Subordinated Obligation (other than (1) the purchase, repurchase or other acquisition of any Subordinated Obligation purchased in anticipation of satisfying a scheduled maturity, sinking fund or amortization or other installment obligation, in each case due within one year of the date of acquisition or (2) the redemption of the subordinated physician notes in connection with conversions of physician management practice entities and/or physicians affiliated with such physician management practice entities to the service line structure or the termination of a Management Services Agreement as in effect on the Issue Date;

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

        (e)   the issuance, sale or other disposition of Capital Stock of any Restricted Subsidiary to a Person other than the Company or another Restricted Subsidiary if the result thereof is that such Restricted Subsidiary shall cease to be a Restricted Subsidiary, in which event the amount of such "Restricted Payment" shall be the Fair Market Value of the remaining interest, if any, in such

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former Restricted Subsidiary held by the Company and the other Restricted Subsidiaries, unless such issuance, sale or other disposition is classified as a Permitted Investment.

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

        "S&P" means Standard & Poor's Ratings Services or any successor to the rating agency business thereof.

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

        "Securities Act" means the Securities Act of 1933.

        "Senior Debt" of the Company means:

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

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

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

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

        (c)   all obligations of the Company

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

        (2)   under Hedging Obligations, or

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

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

provided, however, that Senior Debt shall not include:

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

        (B)  that portion of any Debt Incurred in violation of the provisions of the Senior Subordinated Notes Indenture; provided, however, that such Debt shall be deemed not to have been Incurred in violation of the Senior Subordinated Notes Indenture for purposes of this clause (B) if (x) the Holders of such Debt or their Representative or the Company shall have furnished to the Trustee an opinion of nationally recognized independent legal counsel addressed to the Trustee (which legal counsel may, as to matters of fact, rely upon an Officers' Certificate) to the effect that the Incurrence of such Debt does not violate the provisions of the Senior Subordinated Notes Indenture or (y) such Debt consists of Debt under the Credit Facilities and

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Holders of such Debt or their Representative (A) had no actual knowledge at the time of the Incurrence that the Incurrence of such Debt violated the Senior Subordinated Notes Indenture and (B) shall have received an Officers' Certificate to the effect that the Incurrence of such Debt does not violate provisions of the Senior Subordinated Notes Indenture;

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

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

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

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

        "Senior Debt" of any Subsidiary Guarantor has a correlative meaning.

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

        "Senior Notes" means the 9% Senior Notes due 2012 of the Company.

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

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

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

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

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

        (a)   such Person,

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

        (c)   one or more Subsidiaries of such Person.

        "Subsidiary Guarantor" means each Domestic Restricted Subsidiary and any other Person that becomes a Subsidiary Guarantor pursuant to the covenant described under "—Certain Covenants—Future Subsidiary Guarantors".

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        "Subsidiary Guarantee" means a Guarantee on the terms set forth in the Senior Subordinated Notes Indenture by a Subsidiary Guarantor of the Company's obligations with respect to the Senior Subordinated Notes.

        "Temporary Cash Investments" means any of the following:

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

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

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

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

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

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

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

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

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

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

        "Total Tangible Assets" means, as of any date of determination, the sum of the amounts that would appear on a consolidated balance sheet of the Company and its consolidated Restricted Subsidiaries as the total assets (less, to the extent not deducted in the determination of total assets, accumulated depreciation and amortization, allowances for doubtful receivables, other applicable reserves and other properly deductible items) of the Company and its Restricted Subsidiaries, after giving effect to

206

purchase accounting and after deducting therefrom, to the extent otherwise included, the amounts of (without duplication):

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

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

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

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

        (e)   treasury stock;

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

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

        "Transactions" means the Merger and each of the other transactions contemplated by the Merger Agreement all as more fully described in this prospectus.

        "Trustee" means LaSalle Bank National Association, until a successor replaces it and, thereafter, means the successor.

        "Unrestricted Subsidiary" means:

        (a)   Southeast Texas Cancer Centers, L.P., Cancer Treatment Associates of Northeastern Missouri, Ltd., Aurora Cancer Center, Ltd., AOR Real Estate of Greenville, L.P. and East Indy CC, LLC;

        (b)   any Subsidiary of the Company that is designated after the Issue Date as an Unrestricted Subsidiary as permitted or required pursuant to the covenant described under "—Certain Covenants—Designation of Restricted and Unrestricted Subsidiaries" and is not thereafter redesignated as a Restricted Subsidiary as permitted pursuant thereto; and

        (c)   any Subsidiary of an Unrestricted Subsidiary.

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

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

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

207

MATERIAL U.S. FEDERAL INCOME TAX CONSIDERATIONS

        The following discussion is a summary of certain material U.S. federal income tax consequences relevant to the purchase, ownership and disposition of the notes, but does not purport to be a complete analysis of all potential tax effects. The discussion is based upon the U.S. Internal Revenue Code of 1986, as amended, or the Code, U.S. Treasury Regulations issued thereunder, Internal Revenue Service rulings and pronouncements and judicial decisions now in effect, all of which are subject to change at any time. Any such change may be applied retroactively in a manner that could adversely affect a holder of the notes and the continued validity of this summary. This discussion does not address all of the U.S. federal income tax consequences that may be relevant to a holder in light of such holder's particular circumstances or to holders subject to special rules such as certain financial institutions, U.S. expatriates, insurance companies, dealers in securities or currencies, traders in securities, U.S. holders whose functional currency is not the U.S. dollar, tax-exempt organizations and persons holding the notes as part of a conversion transaction within the meaning of Section 1258 of the Code or other integrated transaction within the meaning of Section 1.1275-6 of the U.S. Treasury Regulations. In addition, this discussion is limited to persons purchasing the notes for cash at original issue and at their "issue price" within the meaning of Section 1273 of the Code (i.e., the first price at which a substantial amount of notes are sold to the public for cash). Moreover, except as expressly provided below, this discussion does not address the effect of any other federal tax laws (i.e., estate and gift tax), or of any applicable state, local or foreign tax laws. The discussion deals only with notes held as "capital assets" within the meaning of Section 1221 of the Code (i.e., held for investment purposes).

        As used herein, "United States Holder" means a beneficial owner of the notes who or that is:

•

an individual that is a citizen or resident of the United States, including an alien individual who is a lawful permanent resident of the United States or meets the "substantial presence" test under Section 7701(b) of the Code;



•

a corporation or other entity taxable as a corporation created or organized in or under the laws of the United States or any state thereof or the District of Columbia;



•

an estate, the income of which is subject to U.S. federal income tax regardless of its source; or



•

a trust, if a U.S. court can exercise primary supervision over the administration of the trust and one or more United States persons can control all substantial trust decisions, or, if the trust was in existence on August 20, 1996, was treated as a United States person prior to such date and has elected to continue to be treated as a United States person.

        We have not sought and will not seek any rulings from the Internal Revenue Service, or the IRS, with respect to the matters discussed below. There can be no assurance that the IRS will not take a different position concerning the tax consequences of the purchase, ownership or disposition of the notes or that any such position would not be sustained.

        If a partnership or other entity taxable as a partnership holds the notes, the tax treatment of a partner will generally depend on the status of the partner and the activities of the partnership. Such partner should consult its tax advisor as to the tax consequences of the partnership purchasing, owning and disposing of the notes.

        PROSPECTIVE INVESTORS SHOULD CONSULT THEIR OWN TAX ADVISORS WITH REGARD TO THE APPLICATION OF THE TAX CONSEQUENCES DISCUSSED BELOW TO THEIR PARTICULAR SITUATIONS AS WELL AS THE APPLICATION OF ANY STATE, LOCAL, FOREIGN OR OTHER TAX LAWS, INCLUDING GIFT AND ESTATE TAX LAWS.

208

United States Holders

Interest

        Payments of stated interest on the notes generally will be taxable to a United States Holder as ordinary income at the time that such payments are received or accrued, in accordance with such United States Holder's method of tax accounting.

        In certain circumstances (see "Description of Senior Exchange Notes—Repurchase at the Option of Holders Upon a Change of Control" and "Description of Senior Subordinated Exchange Notes—Repurchase at the Option of Holders Upon a Change of Control") we may be obligated to pay amounts in excess of stated interest or principal on the notes. According to U.S. Treasury Regulations, the possibility that any such payments in excess of stated interest or principal will be made will not affect the amount of interest income a United States Holder recognizes if there is only a remote chance as of the date the notes were issued that such payments will be made. We believe that the likelihood that we will be obligated to make any such payments is remote. Therefore, we do not intend to treat the potential payment of a premium pursuant to the change of control provisions as part of the yield to maturity of any notes. Our determination that these contingencies are remote is binding on a United States Holder unless such holder discloses its contrary position in the manner required by applicable U.S. Treasury Regulations. Our determination is not, however, binding on the IRS and the IRS could successfully challenge this determination, which could affect the amount and timing of income that a United States Holder must recognize.

        We have the option to repurchase the notes under certain circumstances at a premium to the issue price. Under special rules governing this type of unconditional option, because the exercise of the option would increase the yield on the notes, we will be deemed not to exercise the option, and the possibility of this redemption premium will not affect the amount of income recognized by holders in advance of receipt of any such redemption premium.

Sale or Other Taxable Disposition of the Notes

        A United States Holder will recognize gain or loss on the sale, exchange (other than for exchange notes pursuant to the exchange offer, as discussed below, or other tax-free transaction), redemption, retirement or other taxable disposition of a note equal to the difference between the amount realized upon the disposition (less a portion allocable to any accrued and unpaid interest, which will be taxable as ordinary income if not previously included in such holder's income) and the United States Holder's adjusted tax basis in the note. A United States Holder's adjusted tax basis in a note generally will be the United States Holder's cost therefor, less any principal payments received by such holder. This gain or loss generally will be a capital gain or loss and will be a long-term capital gain or loss if the United States Holder has held the note for more than one year. Otherwise, such gain or loss will be a short-term capital gain or loss. Capital losses are subject to limitations on their use.

Exchange Offer

        The exchange of the notes for identical debt securities registered under the Securities Act will not constitute a taxable exchange. See "Exchange Offer; Registration Rights." As a result, (1) a United States Holder should not recognize a taxable gain or loss as a result of exchanging such holder's notes; (2) the holding period of the notes received should include the holding period of the notes exchanged therefor; and (3) the adjusted tax basis of the notes received should be the same as the adjusted tax basis of the notes exchanged therefor immediately before such exchange.

209

Information Reporting and Backup Withholding

        Pursuant to IRS tax rules, if a United States Holder holds the notes through a broker or other securities intermediary, the intermediary must provide information to the IRS and to the holder on IRS Form 1099 concerning interest and retirement proceeds on the notes, unless an exemption applies. Similarly, unless an exemption applies, a United States Holder must provide the intermediary or us with its Taxpayer Identification Number, or TIN, for use in reporting information to the IRS. For individuals, this is generally their social security number. A United States Holder is also required to comply with other IRS requirements concerning information reporting, including providing a certification that the holder is not subject to backup withholding and is a U.S. person.

        If a United States Holder is subject to these requirements but does not comply, the intermediary must withhold a percentage of all amounts payable to the holder on the notes, including principal payments. Under current law, this percentage will be 28% through 2010, and redetermined thereafter. This is called backup withholding. Backup withholding may also apply if we are notified by the IRS that such withholding is required or that the TIN provided by the holder is incorrect. U.S. backup withholding is not an additional tax, and taxpayers may use the withheld amounts, if any, as a credit against their federal income tax liability or may claim a refund as long as they timely provide certain information to the IRS.

        All individuals are subject to these requirements. Some non-individual holders, including all corporations, tax-exempt organizations and individual retirement accounts, are exempt from these requirements.

Non-United States Holders

Definition of Non-United States Holders

        A non-United States Holder is a beneficial owner of the notes who is not a United States Holder.

Interest Payments

        Subject to the discussion below concerning effectively connected income and backup withholding, payments of interest on the notes by us or any paying agent to a non-United States Holder will not be subject to U.S. federal withholding tax, provided that the holder satisfies one of two tests.

•

The first test (the "portfolio interest" test) is satisfied if:



•

such holder does not directly or indirectly, actually or constructively, own 10% or more of the total combined voting power of all classes of our stock entitled to vote;



•

such holder is not a controlled foreign corporation (as defined in the Code) that is related, directly or indirectly, to us through stock ownership;



•

such holder is not a bank receiving interest on the notes on an extension of credit made pursuant to a loan agreement entered into in the ordinary course of its trade or business; and



•

either (1) the non United States Holder certifies in a statement provided to us or our paying agent, under penalties of perjury, that it is not a "United States person" as defined in the Code and provides its name and address (generally on IRS Form W 8BEN), or (2) a securities clearing organization, bank or other financial institution that holds customers' securities in the ordinary course of its trade or business and holds the notes on behalf of the non United States Holder certifies to us or our paying agent under penalties of perjury

210

that it has received from the non United States Holder a statement, under penalties of perjury, that such holder is not a "United States person" and provides us or our paying agent with a copy of such statement or (3) the non United States Holder holds its notes through a "qualified intermediary" and certain conditions are satisfied.

•

The second test is satisfied if the non-United States Holder is otherwise entitled to the benefits of an income tax treaty under which such interest is exempt from, or which provides a reduced rate of, U.S. federal withholding tax, and such holder or its agent provides to us a properly executed IRS Form W-8BEN (or an appropriate substitute form evidencing eligibility for the exemption).

        Payments of interest on the notes that do not meet the above described requirements will be subject to a U.S. federal withholding tax of 30% (or such lower rate provided by an applicable income tax treaty if the holder establishes that it qualifies to receive the benefits of such treaty). In some cases, a non-United States Holder may instead be permitted to provide documentary evidence of its claim to the intermediary, or a qualified intermediary, or a qualified intermediary may have some or all of the necessary evidence in its files.

        Prospective investors should consult their tax advisors regarding the certification requirements for non United States persons.

Sale, Exchange or Retirement of the Notes

        The exchange of notes for identical debt securities registered under the Securities Act will not be a taxable event. Subject to the discussion below concerning effectively connected income and backup withholding, non-United States Holders will not be subject to U.S. federal income tax on any gain realized on any sale, exchange or retirement of the notes unless the holder is an individual, the holder is present in the United States for at least 183 days during the year in which it disposes of the notes, and other conditions are satisfied.

Effectively Connected Income

        The preceding discussion assumes that the interest and gain received by a non-United States Holder is not effectively connected with the conduct by such holder of a trade or business in the United States. If a non-United States Holder is engaged in a trade or business in the United States and the interest or gain from the disposition of the notes is effectively connected with such trade or business or, if an income tax treaty applies a U.S. "permanent establishment" to which the interest or gain is generally attributable:

•

Such holder will be exempt from the 30% withholding tax on the interest (provided a certification requirement, generally on IRS Form W-8ECI, is met) and will instead generally be subject to regular U.S. federal income tax on any interest and gain with respect to the notes in the same manner as if it were a United States Holder.



•

If such holder is a foreign corporation, the holder may also be subject to an additional branch profits tax of 30% or such lower rate provided by an applicable income tax treaty if the holder establishes that it qualifies to receive the benefits of such treaty.



•

If such holder is eligible for the benefits of a tax treaty, any effectively connected income or gain will generally be subject to U.S. federal income tax only if it is also attributable to a permanent establishment maintained by the holder in the United States.

        A non United States Holder will not be considered to be engaged in a U.S. trade or business solely by reason of holding notes.

211

Information Reporting and Backup Withholding

        U.S. rules concerning information reporting and backup withholding applicable to a non-United States Holder are as follows:

•

Interest payments received by the holder will be automatically exempt from the usual backup withholding rules or if they are exempt from that tax by application of a tax treaty or the portfolio interest exception. The exemption does not apply if the withholding agent or an intermediary knows or has reason to know that the holder should be subject to the usual information reporting or backup withholding rules. In addition, information reporting may still apply to payments of interest (on Form 1042-S) even if certification is provided and the interest is exempt from the withholding tax.



•

Sale proceeds received by the holder on a sale of their notes through a broker may be subject to information reporting and/or backup withholding if the holder is not eligible for an exemption, or does not provide the certification described above. In particular, information reporting and backup withholding may apply if the holder uses the U.S. office of a broker, and information reporting (but generally not backup withholding) may apply if the holder uses the foreign office of a broker that has certain connections to the United States.



•

Non-United States Holders should consult their tax advisors concerning the application of information reporting and backup withholding in their particular circumstance and the availability of and procedure for obtaining an exemption from withholding and backup withholding under current U.S. Treasury Regulations. In this regard, the current U.S. Treasury Regulations provide that a certification may not be relied on if we or our agent (or other payor) knows or has reason to know that the certification may be false. Any amounts withheld under the backup withholding rules from a payment to a non United States Holder will be allowed as a credit against the holder's U.S. federal income tax liability or may be claimed as a refund, provided the required information is furnished timely to the IRS.

PLAN OF DISTRIBUTION

        Each broker-dealer that receives exchange notes for its own account pursuant to the exchange offer must acknowledge that it will deliver a prospectus in connection with any resale of such exchange notes. 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 exchange notes received in exchange for outstanding notes where such outstanding notes were acquired as a result of market-making activities or other trading activities. We have agreed that, for a period of up to 90 days after the expiration date, we will make this prospectus, as amended or supplemented, available to any broker-dealer for use in connection with any such resales.

        We will not receive any proceeds from any sale of exchange notes by broker-dealers. Exchange notes 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 exchange notes 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 exchange notes. Any broker-dealer that resells exchange notes 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 exchange notes may be deemed to be an "underwriter" within the meaning of the Securities Act and any profit on any such resale of exchange notes and any commissions or concessions received by any such persons may be deemed to be

212

underwriting compensation under the Securities 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 Securities Act.

        The initial purchasers of the outstanding notes have advised us that following completion of the exchange offer they intend to make a market in the exchange notes to be issued in the exchange offer; however, the initial purchasers are under no obligation to do so and any market activities with respect to the exchange notes may be discontinued at any time.

LEGAL MATTERS

        The validity of the issuance of the exchange notes and guarantees offered hereby and the enforceability of the obligations of US Oncology, Inc. and its subsidiary guarantors under the notes and the guarantees, will be passed upon for us by Ropes & Gray LLP, New York, New York. Hackman Hulett & Cracraft, LLP will pass upon matters relating to Indiana law. The General Counsel of US Oncology, Inc. will pass upon matters relating to Texas law.

EXPERTS

        The financial statements as of December 31, 2003 and 2002 and for each of the three years in the period ended December 31, 2003 included in this Prospectus have been so included in reliance on the report of PricewaterhouseCoopers LLP, independent registered public accounting firm, given on the authority of said firm as experts in auditing and accounting.

WHERE YOU CAN FIND ADDITIONAL INFORMATION

        Prior to the Transactions, US Oncology, Inc. filed annual, quarterly and current reports and other information with the SEC. After effectiveness of the registration statement of which this prospectus is part, we will again file such reports and information with the SEC. Our filings with the SEC are also available to the public from the SEC's website at http://www.sec.gov. These reports do not constitute a part of this prospectus, and we are not incorporating by reference any of the reports we file with the SEC or send to our shareholders. The public may read and copy any reports or other information that we file with the SEC in the SEC's public reference room at 450 Fifth Street, N.W., Washington, D.C. 20549. The public may obtain information on the public reference room by calling the SEC at 1-800-SEC-0330.

        In addition, pursuant to the each of the indentures governing the notes, we have agreed that, subject to certain exceptions described therein, whether or not required by the rules and regulations of the SEC, so long as any notes are outstanding, we will furnish to the trustee and the holders of notes (i) all quarterly and annual financial information that would be required to be contained in a filing with the SEC of Forms 10-Q and 10-K, if we were required to file such Forms, including a "Management's Discussion and Analysis of Financial Condition and Results of Operations" that describes our financial condition and results of operation and our consolidated subsidiaries and, with respect to the annual information only, a report thereon by our certified independent accountant and (ii) all current reports that would be required to be filed with the SEC on Form 8-K if we were required to file such reports. In addition, whether or not required by the rules and regulations of the SEC, we will file a copy of all such information and reports with the SEC for public availability, unless the SEC will not accept such a filing, and make such information available to securities analysts and prospective investors upon request. In addition, we have agreed that, for so long as any notes remain outstanding, we will furnish to the holders and to securities analysts and prospective investors, upon their request, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act.

213

INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

	Page
Audited Financial Statements:
Report of Independent Registered Public Accounting Firm	F-2
Consolidated Balance Sheet as of December 31, 2003 and 2002	F-3
Consolidated Statement of Operations and Comprehensive Income for the Years Ended December 31, 2003, 2002 and 2001	F-4
Consolidated Statement of Stockholders' Equity for the Years Ended December 31, 2003, 2002 and 2001	F-5
Consolidated Statement of Cash Flows for the Years Ended December 31, 2003, 2002 and 2001	F-6
Notes to Consolidated Financial Statements	F-8
Unaudited Financial Statements:
Condensed Consolidated Balance Sheet as of December 31, 2003 and September 30, 2004	F-43
Condensed Consolidated Statement of Operations and Comprehensive Income for the nine months ended September 30, 2003 and the period from January 1, 2004 through August 20, 2004 and the period from August 21, 2004 through September 30, 2004	F-44
Condensed Consolidated Statement of Stockholders Equity for the period from January 1, 2004 through August 20, 2004 and the period from August 21, 2004 through September 30, 2004	F-45
Condensed Consolidated Statement of Cash Flows for the nine months ended September 30, 2003 and the period from January 1, 2004 through August 20, 2004 and the period from August 21, 2004 through September 30, 2004	F-46
Notes to Condensed Consolidated Financial Statements	F-48

F-1

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Stockholders and Board of Directors of US Oncology, Inc.

        In our opinion, the consolidated balance sheet and the related consolidated statements of operations and comprehensive income, of stockholders' equity and of cash flows present fairly, in all material respects, the financial position of US Oncology, Inc. and its subsidiaries at December 31, 2003 and 2002, and the results of their operations and their cash flows for each of the three years in the period ended December 31, 2003 in conformity with accounting principles generally accepted in the United States of America. These financial statements are the responsibility of the Company's management; our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits of these statements in accordance with the auditing standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

PricewaterhouseCoopers LLP

Houston, Texas
February 26, 2004

F-2

US ONCOLOGY, INC.

CONSOLIDATED BALANCE SHEET

(in thousands)

	December 31,
	2003			2002
ASSETS
Current assets:
Cash and equivalents	$	124,514		$	75,029
Accounts receivable		304,507			281,560
Other receivables		47,738			42,363
Prepaid expenses and other current assets		18,451			20,134
Inventories		7,481			31,371
Due from affiliates		43,629			47,583
Total current assets		546,320			498,040
Property and equipment, net		356,125			327,558
Service agreements, net of accumulated amortization of $103,783 and $104,022		239,108			252,720
Due from affiliates, long term		—			7,708
Other assets		22,551			25,166
Deferred income taxes		10,915			43,214
	$	1,175,019		$	1,154,406
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Current maturities of long term indebtedness	$	79,748		$	15,363
Accounts payable		160,628			163,009
Due to affiliates		64,052			32,877
Accrued compensation cost		26,316			25,417
Income taxes payable		19,810			20,441
Other accrued liabilities		47,196			36,379
Total current liabilities		397,750			293,486
Long term indebtedness		188,412			272,042
Total liabilities		586,162			565,528
Minority interests		10,497			10,338
Commitments and contingencies (Note 12)
Stockholders' equity:
Preferred Stock, $.01 par value, 1,500 shares authorized, none issued and outstanding
Series A Preferred Stock, $.01 par value, 500 shares authorized and reserved, none issued and outstanding
Common Stock, $.01 par value, 250,000 shares authorized, 95,301 issued, 83,363 and 89,553 outstanding		953			953
Additional paid in capital		473,800			479,073
Common Stock to be issued, approximately 2,102 and 3,695 shares		21,146			33,644
Treasury Stock, 11,938 and 5,748 shares		(102,367	)		(49,302	)
Retained earnings		184,828			114,172
Total stockholders' equity		578,360			578,540
	$	1,175,019		$	1,154,406

The accompanying notes are an integral part of this statement.

F-3

US ONCOLOGY, INC.

CONSOLIDATED STATEMENT OF OPERATIONS AND COMPREHENSIVE INCOME

(in thousands, except per share amounts)

		Year Ended December 31,
		2003			2002			2001
Product revenues		$	1,204,673		$	919,662		$	833,116
Service revenues			761,052			729,239			682,298
Total revenues			1,965,725			1,648,901			1,515,414
Costs of products			1,113,780			850,185			771,404
Costs of services:
	Field compensation and benefits		354,771			338,418			316,838
	Other field costs		218,561			210,222			193,782
	Depreciation and amortization		51,926			46,701			45,312
Total costs of services			625,258			595,341			555,932
Total costs of products and services			1,739,038			1,445,526			1,327,336
General and administrative			68,442			63,229			58,859
Impairment, restructuring and other charges, net			1,652			150,060			5,868
Depreciation and amortization			22,152			25,158			26,617
			1,831,284			1,683,973			1,418,680
Income (loss) from operations			134,441			(35,072	)		96,734
Other income (expense):
	Interest expense, net		(19,508	)		(21,291	)		(22,030	)
	Loss on early extinguishment of debt		—			(13,633	)		—
Income (loss) before income taxes			114,933			(69,996	)		74,704
Income tax benefit (provision)/benefit			(44,277	)		24,067			(28,388	)
Net income (loss) and comprehensive income (loss)		$	70,656		$	(45,929	)	$	46,316
Net income (loss) per share—basic		$	0.79		$	(0.47	)	$	0.46
Shares used in per share computation—basic			89,836			97,658			100,063
Net income (loss) per share—diluted		$	0.77		$	(0.47	)	$	0.46
Shares used in per share computation—diluted			91,605			97,658			100,319

The accompanying notes are an integral part of this statement.

F-4

US ONCOLOGY, INC.

CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY

(in thousands)

	Shares Issued	Par Value		Additional Paid-In Capital			Common Stock to Be Issued			Treasury Stock Cost			Retained Earnings			Total
Balance at January 1, 2001	93,837	$	939	$	461,364		$	69,666		$	(21,416	)	$	113,785		$	624,338
Affiliation transactions value of shares to be issued	—		—		—			606			—			—			606
Disaffiliation transactions value of Common Stock to be issued	—		—		—			(1,521	)		—			—			(1,521	)
Delivery from Treasury of Common Stock to be issued	—		—		972			(11,153	)		10,181			—			—
Issuance of Common Stock	75		—		643			(643	)		—			—			—
Exercise of options to purchase Common Stock	907		9		3,749			—			—			—			3,758
Tax benefit from exercise of non qualified stock options	—		—		1,384			—			—			—			1,384
Issuance of Common Stock options to affiliates	—		—		1,887			—			—			—			1,887
Net income	—		—		—			—			—			46,316			46,316
Balance at December 31, 2001	94,819		948		469,999			56,955			(11,235	)		160,101			676,768
Disaffiliation transactions value of Common Stock to be issued	—		—		—			(5,629	)		—			—			(5,629	)
Delivery from Treasury of Common Stock to be issued	—		—		5,149			(17,682	)		12,533			—			—
Exercise of options to purchase Common Stock	482		5		1,533			—			1,889			—			3,427
Tax benefit from exercise of non qualified stock options	—		—		911			—			—			—			911
Issuance of Common Stock options to affiliates and employees	—		—		1,481			—			—			—			1,481
Purchases of Treasury Stock	—		—		—			—			(42,754	)		—			(42,754	)
Treasury Stock received from sale of fixed assets	—		—		—			—			(9,735	)		—			(9,735	)
Net loss	—		—		—			—			—			(45,929	)		(45,929	)
Balance at December 31, 2002	95,301		953		479,073			33,644			(49,302	)		114,172			578,540
Disaffiliation transaction value of Common Stock to be issued	—		—		(1,869	)		(4,050	)		4,326			—			(1,593	)
Delivery from Treasury of Common Stock to be issued	—		—		(912	)		(8,448	)		9,360			—			—
Exercise of options to purchase Common Stock	—		—		(7,367	)		—			20,761			—			13,394
Tax benefit from exercise of non qualified stock options	—		—		3,378			—			—			—			3,378
Issuance of Common Stock options to affiliates and employees	—		—		1,497			—			—			—			1,497
Purchases of Treasury Stock	—		—		—			—			(87,512	)		—			(87,512	)
Net income	—		—		—			—			—			70,656			70,656
Balance at December 31, 2003	95,301	$	953	$	473,800		$	21,146		$	(102,367	)	$	184,828		$	578,360

The accompanying notes are an integral part of this statement.

F-5

US ONCOLOGY, INC.

CONSOLIDATED STATEMENT OF CASH FLOWS

(in thousands)

			Year Ended December 31,
			2003			2002			2001
Cash flows from operating activities:
Net income (loss)			$	70,656		$	(45,929	)	$	46,316
Non cash adjustments:
	Depreciation and amortization			74,078			71,859			71,929
	Impairment, restructuring and other charges, net			652			149,437			331
	Deferred income taxes			32,299			(25,129	)		20,319
	Non cash compensation expense			—			—			1,887
	Undistributed earnings (losses) in joint ventures			159			1,424			(300	)
	Loss on early extinguishment of debt, net of tax			—			8,452			—
	Tax benefit from exercise of non-qualified stock options			3,378			911			1,384
Cash provided (used) by changes in:
	Accounts receivable			(22,947	)		(20,470	)		52,764
	Prepaids and other current assets			4,725			(6,396	)		4,170
	Inventories			23,890			(31,371	)		—
	Accounts payable			(2,381	)		50,356			(34,572	)
	Due from/to affiliates			35,128			(5,122	)		18,815
	Income taxes receivable/payable			(631	)		3,785			13,344
	Other accrued liabilities			12,268			(1,708	)		3,200
Net cash provided by operating activities				231,274			150,099			199,587
Cash flows from investing activities:
	Acquisition of property and equipment			(89,198	)		(59,146	)		(63,660	)
	Net payment in affiliation transactions			—			(1,146	)		(1,005	)
	Net proceeds from sale of assets			1,581			—			—
	Proceeds from contract separations			—			4,296			7,052
	Net cash used by investing activities			(87,617	)		(55,996	)		(57,613	)
Cash flows from financing activities:
	Proceeds from Credit Facility			—			24,500			25,000
	Proceeds from Senior Subordinated Notes			—			175,000			—
	Repayment of Credit Facility			—			(24,500	)		(150,000	)
	Repayment of Senior Secured Notes			—			(100,000	)		—
	Repayment of other indebtedness			(18,987	)		(32,086	)		(20,732	)
	Debt financing costs			—			(7,449	)		—
	Net payments in lieu of stock issuance upon contract separations			(1,067	)		(3,481	)		—
	Proceeds from exercise of stock options			13,394			3,427			3,758
	Purchase of Treasury Stock			(87,512	)		(42,754	)		—
	Premium payment upon early extinguishment of debt			—			(11,731	)		—
		Net cash used by financing activities		(94,172	)		(19,074	)		(141,974	)
Increase in cash and equivalents				49,485			75,029			0
Cash and equivalents:
	Beginning of period			75,029			0			0
	End of period		$	124,514		$	75,029		$	0

The accompanying notes are an integral part of this statement.

F-6

		Year Ended December 31,
		2003		2002		2001
Interest paid		$	20,083	$	15,460	$	24,355
Taxes paid (refunded), net			2,253		2,211		(6,593	)
Non cash investing and financing transactions:
	Capitalization of synthetic lease assets		—		72,018		—
	Value of Common Stock to be issued in affiliation transactions		—		—		606
	Delivery of Common Stock in affiliation transactions		9,360		17,682		11,796
	Debt issued in affiliation transactions		—		—		2,679
	Forfeitures of debt from contract separation		257		249		5,350
	Forfeitures of Common Stock to be issued from contract separation		1,593		5,629		1,521
	Treasury Stock received from sale of fixed assets		—		9,735		—

The accompanying notes are an integral part of this statement

F-7

US ONCOLOGY, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1—ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

        We provide comprehensive services to our network of affiliated practices, made up of more than 875 affiliated physicians in over 470 sites, with the mission of expanding access to and improving the quality of cancer care in local communities. The services we offer include:

•

Medical Oncology Services.    We purchase and manage specialty oncology pharmaceuticals for our affiliated practices. Annually, we are responsible for purchasing, delivering and managing more than $1.0 billion of pharmaceuticals through a network of 45 licensed pharmacies, 145 pharmacists and 278 pharmacy technicians. Under our physician practice management arrangements, we act as the exclusive manager and administrator of all day-to-day non-medical business functions connected with our affiliated practices. As such, we are responsible for billing and collecting for medical oncology services, physician recruiting, data management, accounting, systems, and capital allocation to facilitate growth in practice operations.



•

Cancer Center Services.    We develop and manage comprehensive, community based cancer centers, which integrate all aspects of outpatient cancer care, from laboratory and radiology diagnostic capabilities to chemotherapy and radiation therapy. As of March 1, 2004, we have developed and operate 78 integrated community based cancer centers and manage over one million square feet of medical office space. We also have installed and manage 23 Positron Emission Tomography Systems (PET).



•

Cancer Research Services.    We facilitate a broad range of cancer research and development activities through our network. We contract with pharmaceutical and biotechnology firms to provide a comprehensive range of services relating to clinical trials. We currently supervise 50 clinical trials, supported by our network of approximately 470 participating physicians in more than 165 research locations. During 2003, we enrolled over 3,300 new patients in research studies.

        We provide these services through two business models: the physician practice management (PPM) model, under which we provide all of the above services under a single contract with one fee based on overall performance; and the service line model, under which practices contract with the company to purchase only the pharmaceutical aspects of medical oncology services and/or cancer research services, each under a separate contract, with a separate fee methodology for each service. Most of our revenues (91.1% during 2003) are derived under the PPM model.

        The following is a summary of the Company's significant accounting policies:

Principles of consolidation

        The consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries. All intercompany transactions and balances have been eliminated. The Company has determined that none of its existing service agreements meets requirements for consolidation under accounting principles generally accepted in the United States of America. Specifically, the Company does not have an equity ownership interest in any of the practices managed under any service agreement. Furthermore the Company's service agreements specifically do not give the Company "control" as discussed in EITF 97-2 that would be required for the Company to consolidate based upon such service agreements.

F-8

Use of estimates

        The preparation of the Company's financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses, as well as disclosures of contingent assets and liabilities. Management considers many factors in selecting appropriate operational and financial accounting policies and controls, and in developing the estimates and assumptions that are used in the preparation of these financial statements. Management must apply significant judgment in this process. In addition, other factors may affect estimates. Among the factors that may be considered by management in these processes are: choosing a particular accounting principle from range of accounting policies permitted by U.S. generally accepted accounting principles, expected rates of business and operational change, sensitivity and volatility associated with the assumptions used in developing estimates, and whether historical trends are expected to be representative of future trends. The estimation process often may yield a range of potentially reasonable estimates of the ultimate future outcomes and management must select an amount that lies within that range of reasonable estimates. This process which may result in the selection of estimates which could be viewed as conservative or aggressive—based upon the quantity, quality and risks relating to the estimate, possible variability that might be expected in the actual outcome and the factors considered in developing the estimate. Because of inherent uncertainties in this process, actual future amounts will differ from those estimated amounts used in the preparation of the financial statements.

Revenue

        The Company derives revenues primarily from (i) comprehensive service arrangements with physician practices under its PPM model; (ii) pharmaceutical services agreements with physician practices under its service line model; (iii) research agreements with pharmaceutical manufacturers and other trial sponsors and (iv) fees paid by pharmaceutical companies for services as a group purchasing organization.

Revenue recognition under contracts with affiliated physician practices

        Under both PPM and service line arrangements with physician practices, a portion of the Company's revenues is derived from sales of pharmaceutical products and a portion of such revenues is derived from the provision of comprehensive practice management services. Physician practices that enter into comprehensive service agreements with the Company receive a broad range of services and receive pharmaceutical products. These products and services represent multiple deliverables delivered under a single contract, with a single fee. The Company has analyzed the component of the contract attributable to the provision of products (pharmaceuticals) and the component of the contract attributable to the provision of services and attributed fair value to each component. For revenue recognition purposes, the product revenues and service revenues have each been accounted for as a separate unit of accounting under the guidance under EITF Issue No. 00-21, "Revenue Arrangement With Multiple Deliverables" ("EITF 00-21"). Adoption of EITF 00-21 did not have an impact on the Company's financial statements.

        Product revenues consist of sales of pharmaceuticals to practices in connection with the Company's comprehensive service agreements under the PPM model or under the Company's pharmaceutical

F-9

services service line. Under all our arrangements with affiliated practices, we agree to furnish the practice with pharmaceuticals and supplies. In certain cases, the Company takes legal title to the pharmaceuticals and resells them to practices. In other cases, title to the pharmaceuticals passes directly from the Company's distributor to the practices under arrangements negotiated and managed by the Company pursuant to its service agreements with practices. The Company has analyzed its contracts with physician practices and vendors and distributors of pharmaceutical products purchased pursuant to its arrangements with affiliated practices and has determined that, in all cases, it acts as a principal within the meaning of Emerging Issues Task Force ("EITF") No. 99-19, "Reporting Gross Revenue as a Principal vs. Net as an Agent." For this reason, the Company recognizes the gross amounts from pharmaceuticals in its revenue because the Company (a) has separate contractual relationships with affiliated practices and with vendors and distributors of pharmaceutical products under which it is the primary obligor, and has discretion to select those vendors (b) is physically responsible for managing, ordering and processing the pharmaceuticals until they are used by affiliated practices, (c) bears the carrying cost and maintains the equipment, staff and facilities used to manage the inventory of pharmaceuticals, (d) manages the overall pharmaceutical program, including management of admixture and implementation of programs to minimize waste, enhance charge capture, and otherwise increase the efficiency of the operations of affiliated practices, and (e) bears credit risk for the price due from the affiliated practice.

        Because the Company acts as principal, revenues are recognized as (a) the cost of the pharmaceutical (which is reimbursed to the Company pursuant to all of its contractual arrangements with physician practices) plus (b) an additional amount. Under the service line model, this additional amount is the actual amount charged to practices under the service line model since all of the services provided under the service line model are directly related to and not separable from the delivery of the products. Under the PPM model, the contracts do not provide for a separate fee for supplying pharmaceuticals other than reimbursement of the cost of pharmaceuticals. Accordingly, the additional amount included in product revenue reflects the Company's estimate of the portion of its service fee that represents fair value relative to product sales. The portion of the service fee allocated to product sales is based upon the terms upon which the Company offers pharmaceutical services under its service line model. The Company provides the same services related to delivery and management of pharmaceutical products under its PPM agreements as under its service line model agreements. Accordingly, the Company believes this allocation is appropriate. Discounts and rebates are deducted from revenue because they are passed through to the Company's affiliated practices.

        Service revenues consist of the revenues of the Company other than product revenues under its service agreements with affiliated practices.

        For both product and service revenues under the PPM model, the Company recognizes revenue when the fees are earned and are deemed realizable based upon the contractually agreed amount of such fees.

        Under the PPM model, the revenue recognized reflects two components of the Company's fee: (i) specific reimbursements related to practice operations and (ii) and an additional fee based upon practice performance. In recognizing revenue, the Company takes into consideration the priority of payments relating to amounts retained by practices. Under net revenue model agreements, the practice is entitled to retain a specific portion of revenues after reimbursement of expense reimbursements, but

F-10

prior to payment of any additional fee to the Company. The Company does not recognize revenue to the extent funds are not available to pay such fees as a result of such priority of payments.

        Approximately 66.7% of the Company's 2003 revenue was derived from practices under the PPM earnings model as of December 31, 2003. Under the earnings model service agreements the Company receives a service fee that includes reimbursement of direct expenses plus payment of an amount that is calculated based on the service agreement for each of the practices. The direct expenses include rent, depreciation, amortization, interest, provision for uncollectible accounts, pharmaceutical expenses, medical supply expenses and the salaries and benefits of non-physician employees who support the practices. The direct expenses do not include salaries and benefits of physicians. The non-expense reimbursement related portion of the service fee is a percentage, ranging from 25% to 35%, of the earnings before income taxes of the affiliated practice. The earnings of an affiliated practice are determined by subtracting the direct expenses from the professional revenues and research revenues earned by the affiliated practice.

        Approximately 24.4% of the Company's 2003 revenue was derived from practices under the PPM net revenue model as of December 31, 2003. Under the net revenue model service agreements the Company receives a service fee, which consists of an amount equal to the direct expenses associated with operating the practice, a fixed fee, a percentage fee (in most states) and, if certain financial and performance criteria are satisfied, a performance fee. The direct expenses include rent, depreciation, amortization, interest, provision for uncollectible accounts, pharmaceutical expenses, medical supply expenses and the salaries and benefits of non-physician employees who support the practices. The direct expenses do not include salaries and benefits of physicians. Net revenue model service agreements permit the affiliated practice to retain a specified amount (typically 23% of the practice's net revenues) for physician salaries of the affiliated practices. Payment of such salaries is given priority over payment of the service fee, so the Company's fees are reduced if there are not sufficient funds to pay both this specified amount for physician salaries and the Company's fees. The amount of the fixed fee is related to the size of the affiliation transaction and, as a result, varies significantly among the service agreements. The percentage fee, where permitted by applicable law, is generally seven percent of the affiliated practice net revenue. Performance fees are paid after payment of all practice expenses, amounts retained by practices and the other service fees and, where permitted by state law, are approximately 50% of the residual profits of the practice. Service fees are not subject to adjustment, except that the fixed fee may be adjusted from time to time after the fifth year of the service agreement to reflect inflationary trends. The affiliated practice is also entitled to retain all profits of the practice after payment of the service fee to the Company.

        Under the Company's PPM arrangements, service fees are recognized and paid on a monthly basis on contractual terms. The Company's fees are calculated based upon (i) reimbursement of costs incurred by the Company on the affiliated practice's behalf in accordance with the contract terms that are accrued for the month in question, plus (ii) an additional amount based on performance of the practice that is generally a percentage of the actual earnings before income taxes and physician compensation of the practice for the month. Certain expenses and other allowances included in the calculation of fees are based upon estimates made by the Company. The Company may make certain changes in these estimates in subsequent periods to reflect subsequent events or circumstances. Historically, these changes in estimates have been insignificant. Upon termination of an agreement, fees

F-11

recognized through the date of termination would not be refundable by the Company, other than as a result of such insignificant adjustments as of the date of termination.

        Under its service line arrangements for medical oncology services, the Company recognizes revenue as drugs are accepted and dispensed by the affiliated practices. The Company recognizes revenue based upon the cost of pharmaceuticals purchased by the affiliated practice plus a fee for pharmaceutical services. Such amounts are recorded in product revenues and the related costs are included in costs of product revenues. The Company recognizes revenue for admixture services as those services are performed. These revenues are recognized upon the delivery of goods and services authorized by the affiliated practices.

Recognition of research revenues.

        Research revenue is derived from payments from pharmaceutical companies and other trial sponsors and includes payments for entering into the contract, the initial activity to begin the trial, patient enrollment and completion of the treatment cycle. Revenue is recognized as the Company performs its obligations related to such research and when the following conditions have been met: (i) persuasive evidence of an arrangement exists, (ii) services have been rendered and (iii) collection of a fixed or determinable fee is considered reasonably assured.

Recognition of group purchasing organization revenues

        The Company receives group purchasing organization (GPO) fees for providing services to pharmaceutical manufacturers and other suppliers. The Company recognizes revenue for GPO fees as it performs the services and when the following conditions have been met: (i) persuasive evidence of an arrangement exists, (ii) services have been rendered and (iii) collection of a fixed or determinable fee is considered reasonably assured. GPO fees are distinct from discounts and rebates in that they are not passed back to affiliated practices and are paid to us for identifiable services provided to the drug vendor rather than in respect of drug purchases. We provide the vendor with, among other things, (1) data relating to, and analysis of, pharmaceutical use by affiliated practices, (2) access to electronic order entry software from our pharmacy location and physician practice sites, (3) contract management services and (4) other informational services.

        As discussed in EITF 02-16, Accounting by a Customer (Including a Reseller) for Certain Consideration Received from a Vendor ("EITF 02-16"), revenue presentation is appropriate when payment is for assets and services delivered to a vendor. The Company meets these criteria because the services it provides to the vendors to earn GPO fees are separate from purchases of the drugs from the vendor. The Company earns GPO fees for providing services to vendors for (i) services to pharmaceutical companies relative to affiliated practices under its PPM and service line model and (ii) services to pharmaceutical companies not involving PPM or service line practices. Where it acts as a GPO only and is not the purchaser or primary obligor for drug purchases, the Company does not purchase or manage pharmaceuticals for practices or record revenue or expense with respect to pharmaceutical purchases. However, in either case, regardless of whether the Company is a purchaser of the drugs or takes risk with respect to the drugs, the company charges similar GPO fees for similar services to pharmaceutical companies. For these reasons, the Company believes its fee represents fair value for service rendered.

F-12

Cost of Products

        Cost of products includes the cost of pharmaceuticals, personnel costs for pharmacy staff, and other related costs. Cost of products also includes an offsetting credit for rebates earned from pharmaceutical manufacturers. Rebates receivable from pharmaceutical manufacturers are accrued in the period earned by multiplying rebatable drug purchases of affiliated practices by the estimated contractually agreed manufacturer rebate amount. Rebates receivable estimates are revised to actual, with the difference recorded to cost of revenues, upon billing to the manufacturer, generally 30 to 90 days subsequent to the end of the applicable quarter, based upon usage data. The effect of estimate adjustments resulting from the reconciliation of rebates recognized and recorded to actual amounts billed has not been material to the Company's results of operations.

Cost of Services

        Cost of services consists principally of field personnel costs, lease cost or depreciation for real estate and equipment used in providing the service and other operating costs for delivery of services provided.

Cash and Cash equivalents

        The Company considers all highly liquid debt securities with original maturities of three months or less to be cash equivalents. As of December 31, 2003 and 2002, the Company held no debt securities.

Accounts receivable

        To the extent permitted by applicable law, the Company purchases the accounts receivable generated by affiliated practices from patient services rendered pursuant to the service agreements. The accounts receivable are purchased at their net collectible value, after adjustment for contractual allowances and allowances for doubtful accounts. The Company is reimbursed by the practices for purchased receivables that are deemed uncollectible following the Company's purchase. If any purchased accounts receivable are subsequently deemed uncollectible, then the practice responsible for the receivables would reduce its revenue during the period in which the uncollectible amount is determined. Because the Company's service fee is based in part on the practice revenue, the reduction in revenue caused by the uncollectible accounts receivable would reduce the Company's future service fee. The impact of such adjustments is typically not significant. However, laws and regulations governing Medicare and Medicaid programs are complex and subject to interpretation, which along with other third party payor actions, could impact the collection of accounts receivable in the future.

        The process of estimating the ultimate collectibility of accounts receivable arising from the provision of medical services to patients by affiliated practices is highly subjective and requires the application of judgment by management. Management considers many factors, including contractual reimbursement rates, changing reimbursement rules, the nature of payors, scope of services, age of receivables, historical cash collection experience, billing practices and other factors to form their best judgment of expected collectibility. Actual results often times vary from estimates, but generally do not vary materially.

F-13

        The Company's accounts receivable are a function of net patient revenue of the affiliated practices rather than the Company's revenue. Receivables from the Medicare and state Medicaid programs accounted for 41% and 3%, respectively, of the Company's 2003 revenue and are considered to have minimal credit risk. No payor other than Medicare accounted for more than 10% of accounts receivable at December 31, 2003 or December 31, 2002.

Other receivables

        Other receivables consist of amounts due for services provided under the Company's pharmaceutical management service line and cancer research activities and are stated at their estimated net realizable value.

Prepaids and other current assets

        Prepaids and other current assets consist of prepayments, insurance and certain other receivables.

Inventories

        Inventories consist of pharmaceutical drugs that are legally owned by the Company and are stated at the lower cost or market, with cost determined by the purchase price. Inventory quantities at December 31, 2003 were determined from physical counts.

Due from and to affiliates

        The Company has advanced to certain of its practices amounts needed for working capital purposes—primarily to purchase pharmaceuticals. In most cases, when providing pharmaceutical products, the Company does not take legal title to the pharmaceuticals. Accordingly, the cost of pharmaceuticals to which affiliated practices have legal title (but in respect of which fees are not yet owed and revenue has not yet been accrued) are included in due from affiliates. In addition, from time to time the Company advances funds to assist with the development of new markets, to support the addition of physicians, and support the development of new services. Certain advances bear interest at a market rate negotiated by the Company and the affiliated practices, which approximates the prime lending rate (4.0% at December 31, 2003). These advances are unsecured and are repaid in accordance with the terms of the instrument evidencing the advance. Amounts payable to related parties represent transfers due to affiliated practices for amounts to be retained by physician practices under service agreements.

        Amounts due from affiliates are reviewed when events or changes in circumstances indicate their recorded amount may not be recoverable. If the review indicates that the anticipated recoverable amount is less than the carrying value, the Company's carrying value of the asset will be reduced accordingly (Note 10).

Property and equipment

        Property and equipment is stated at cost. Depreciation of property and equipment is provided using the straight-line method over the estimated useful lives of (a) three to ten years for computers and software, equipment, and furniture and fixtures, (b) the lesser of ten years or the remaining lease

F-14

term for leasehold improvements and (c) twenty-five years for buildings. Interest costs incurred during the construction of major capital additions, primarily cancer centers, are capitalized. No depreciation expense is recorded on assets classified as construction in progress. These lives reflect management's best estimate of the respective assets' useful lives, and subsequent changes in operating plans or technology could result in future impairment charges to these assets.

        The carrying value of the fixed assets is reviewed for impairment when events or changes in circumstances indicate their recorded cost may not be recoverable. If the review indicates that the undiscounted cash flows from operations of the related fixed assets over the remaining useful life is expected to be less than the recorded amount of the assets, the Company's carrying value of the asset will be reduced to its estimated fair value using expected cash flows on a discounted basis (Note 10). Impairment analysis is subjective and assumptions regarding future growth rates and operating expense levels as a percentage of revenue can have significant effects on the expected future cash flows and ultimate impairment analysis.

Service agreements

        Service agreements consist of the costs of purchasing the rights to manage practices. During the initial terms of the agreements, the affiliated practices have agreed to provide medical services on an exclusive basis only through facilities managed by the Company. The agreements are noncancelable except for performance defaults. The Company amortizes these costs over 25 years. The Company recorded amortization expense related to these assets of $13.4 million, $17.1 million and $20.2 million, for the years ended December 31, 2003, 2002, and 2001, respectively. The future expected amortization expense related to the Company's service agreements is approximately $13.0 million for each of the five years ending December 31, 2008. Should these agreements be terminated prior to their full amortization, the Company may experience a charge to its operating results for the unamortized portion of the asset. Under the service agreements, the Company is the exclusive provider of certain services to its affiliated practices, providing facilities, management information systems, clinical research services, personnel management and strategic, financial and administrative services. Specifically, the Company, among other things, (i) develops, constructs and manages free standing cancer centers which provide for treatment areas and equipment for medical oncology, radiation therapy and diagnostic radiology, (ii) expands diagnostic capabilities of practices through installation and management of PET technology, (iii) coordinates and manages cancer drug research for pharmaceutical and biotechnology companies, (iv) purchases and manages the inventory for cancer related drugs for affiliated practices, and (v) provides management and capital resources to affiliated practices including data management, accounting, compliance and other administrative services.

        Each service agreement provides for the formation of a policy board. The policy board meets periodically, approves those items having a significant impact on the affiliated practice and develops the practice's strategic initiatives. The two most significant items reviewed and approved by the policy board are the annual budget for the practice and the addition of facilities, services or physicians in conjunction with review of practice financial performance. Each service agreement provides a mechanism to adjust the Company's service fee if a change in law modifies the underlying financial arrangement between the Company and the affiliated practice.

F-15

        The carrying value of the service agreements is reviewed for impairment when events or changes in circumstances indicate their recorded cost may not be recoverable. If the review indicates that the undiscounted cash flows from operations of the related service agreement over the remaining contractual period is expected to be less than the recorded amount of the service agreement intangible asset, the Company's carrying value of the service agreement intangible asset will be reduced to its estimated fair value. Fair values are calculated using the Company's expected cash flows on a discounted basis (Note 10). Impairment analysis is subjective and assumptions regarding future growth rates and operating expense levels as a percentage of revenue can have significant effects on the expected future cash flows and ultimate impairment analysis. At the end of 2003 management conducted this analysis taking into account the Medicare Modernization Act of 2003 (MMA). Based on current assumptions, no further impairments were required. To the extent the Medicare Modernization Act has other unforeseen consequences, including in particular material reductions in non-governmental reimbursement, additional impairments could result.

Other assets

        Other assets consist of costs associated with obtaining debt financing, costs associated with entering into non-compete agreements with affiliated physicians, goodwill, and investments in joint ventures. The debt financing costs are capitalized and amortized over the terms of the related debt agreements. The Company recorded amortization expense related to these assets of $2.0 million, $1.8 million and $1.2 million for the years ended December 31, 2003, 2002 and 2001, respectively. The amounts recorded for non-compete agreements are being amortized on a straight-line basis over the term of the respective contract. Prior to 2002, goodwill was amortized on a straight-line basis over 20 years. Upon adoption of Statement of Financial Accounting Standards No. 142, "Goodwill and Other Intangible Assets" (FAS 142), in January 2002, the Company ceased amortization of these assets. For further discussion, see "New Accounting Pronouncements." Investments in joint ventures for which the Company does not have control are accounted for under the equity method of accounting. For 2003, 2002 and 2001, operational activity relating to joint ventures was not material to the operations of the Company.

Income taxes

        Deferred tax assets and liabilities are determined based on the temporary differences between the financial statement carrying amounts and the tax bases of assets and liabilities using the enacted tax rates in effect in the years in which the differences are expected to reverse. In estimating future tax consequences, all expected future events are considered other than enactments of changes in the tax law or rates.

Stock based compensation

        At December 31, 2003, the Company has eight stock based employee compensation plans, which are described more fully in Note 9. The Company accounts for those plans under the recognition and measurement principles of Accounting Principles Board Opinion No. 25, "Accounting for Stock Issued to Employees," and related Interpretations. Stock based employee compensation costs for options granted under those plans with exercise prices less than the market value of the underlying Common

F-16

Stock on the date of the grant are insignificant for the three years ended December 31, 2003, 2002 and 2001.

        The Company also provides a benefit plan to non-employee affiliates, which is accounted for using fair value based accounting with compensation expense being recognized over the respective vesting period. The Company recognized $1.4 million, $1.4 million and $2.0 million in compensation cost during the years ended December 31, 2003, 2002 and 2001, respectively.

        The following table illustrates the effect on net income(loss) and earnings(loss) per share if the Company had applied the fair value recognition provisions of FASB Statement No. 123, "Accounting for Stock Based Compensation," to stock based employee compensation:

	Year Ended December 31,
	2003			2002			2001
Net income(loss), as reported	$	70,656		$	(45,929	)	$	46,316
Less: total stock based employee compensation expense determined under fair value based method for all awards, net of related income taxes		(2,327	)		(7,430	)		(9,600	)
Pro forma net income(loss)	$	68,329		$	(53,359	)	$	36,716
Earnings(loss) per share:
Basic, as reported	$	0.79		$	(0.47	)	$	0.46
Basic, pro forma	$	0.76		$	(0.55	)	$	0.37
Diluted, as reported	$	0.77		$	(0.47	)	$	0.46
Diluted, pro forma	$	0.75		$	(0.55	)	$	0.37

Fair value of financial instruments

        The Company's receivables, payables, prepaids and accrued liabilities are current and on normal terms and, accordingly, the recorded values are believed by management to approximate fair value. Management also believes that subordinated notes issued to affiliated physicians approximate fair value when current interest rates for similar debt securities are applied. Management estimates that the fair value of its bank indebtedness approximates its book value.

Earnings per share

        The Company discloses "basic" and "diluted" earnings per share (EPS). The computation of basic earnings per share is based on a weighted average number of Common Stock and Common Stock to be issued shares outstanding during these periods. The Company includes Common Stock to be issued in both basic and diluted EPS, as there are no foreseeable circumstances that would relieve the Company of its obligation to issue these shares. The computation of diluted earnings per share is based on the weighted average number of Common Stock and Common Stock to be issued shares outstanding during the periods as well as dilutive stock options calculated under the treasury stock method.

F-17

        The following table summarizes the determination of shares used in per share calculations:

		2003		2002		2001
Outstanding at end of period:
	Common Stock	95,301		95,301		94,819
	Common Stock to be issued	2,102		3,695		7,295
		97,403		98,996		102,114
Treasury Stock		11,938		5,748		2,309
Effect of weighting		(19,505	)	(7,086	)	(4,360	)
Shares used in per share calculations basic		89,836		97,658		100,063
Effect of weighting and assumed for grants of stock options at less than average market price		1,769		—		256
Shares used in per share calculations diluted		91,605		97,658		100,319
Anti dilutive stock options (options where exercise price is greater than the average market price) not included above		3,313		16,296		7,009

Comprehensive income

        In addition to net income, comprehensive income is comprised of "other comprehensive income" which includes all charges and credits to equity that are not the result of transactions with owners of the Company's Common Stock. There were no items of other comprehensive income during the three years ended December 31, 2003.

Reclassifications

        Certain previously reported financial information has been reclassified to conform to the 2003 presentation. Such reclassifications did not materially affect the Company's financial condition, net income (loss) or cash flows.

New Accounting Pronouncements

        In June 2001, the Financial Accounting Standards Board ("FASB") issued Statement of Financial Accounting Standards ("SFAS") No. 141, "Business Combinations" (FAS 141), which requires that all business combinations be accounted for using the purchase method. In addition, FAS 141 requires that intangible assets be recognized as assets apart from goodwill if certain criteria are met. The Company's adoption of FAS 141 has not had a material effect on the Company's financial position or operating results.

        In June 2001, the FASB issued SFAS No. 142, "Goodwill and Other Intangible Assets" (FAS 142), which established standards for reporting acquired goodwill and other intangible assets. FAS 142 accounts for goodwill based on the reporting units of the combined entity into which an acquired entity is integrated. In accordance with the statement, (a) goodwill and indefinite lived intangible assets will not be amortized, (b) goodwill will be tested for impairment at least annually at the reporting unit level, (c) intangible assets deemed to have an indefinite life will be tested for impairment at least

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annually, and (d) the amortization period of intangible assets with finite lives will not be limited to forty years. Goodwill amortization expense for 2001 and 2000 was $0.5 million and $0.7 million, respectively. The Company implemented FAS 142 in 2002 and ceased amortization of goodwill from acquisitions of businesses under the purchase method of accounting. Implementation of FAS 142 does not result in the elimination of amortization for the Company's service agreement intangible assets because such assets are excluded from the scope of this statement.

        In June 2001, the FASB issued Statement of Financial Accounting Standards No. 143, "Accounting for Asset Retirement Obligations" (FAS 143), which addresses accounting and reporting for obligations associated with the retirement of tangible long-lived assets and the associated asset retirement costs. FAS 143 is effective for fiscal years beginning after June 15, 2002. Implementation of this new standard did not impact the Company.

        In August 2001, the FASB issued Statement of Financial Accounting Standards No. 144, "Impairment or Disposal of Long-Lived Assets" (FAS 144), which was effective for fiscal years beginning after December 15, 2001 and was implemented by the Company on January 1, 2002. The provisions of FAS 144 provide accounting models for impairment of long-lived assets and discontinued operations. The Company's adoption of FAS 144 has not had a material effect on the Company's financial position or operating results.

        In April 2002, the FASB issued Statement of Financial Accounting Standards ("SFAS") No. 145, "Reporting Gains and Losses from Extinguishment of Debt," which rescinded SFAS No. 4, No. 44, and No. 64 and amended SFAS No. 13. The new standard addresses the income statement classification of gains or losses from the extinguishment of debt and criteria for classification as extraordinary items. APB No. 30 states that extraordinary items are events and transactions that are distinguished by their unusual nature and by the infrequency of their occurrence. SFAS 145 is effective for all fiscal years beginning after May 15, 2002, including all prior year presentations. Upon adoption of SFAS No.145 in January 2003, the Company reclassified the $13.6 million extraordinary loss on early extinguishment of debt in the first quarter of 2002 as a separate component of other income (expense) in the Consolidated Statement of Operations and Comprehensive Income.

        In July 2002, the FASB issued SFAS No. 146, "Accounting for Costs Associated with Exit or Disposal Activities." The statement addresses financial accounting and reporting for costs associated with exit or disposal activities and requires that a liability for such costs be recognized and measured in the period in which a liability is incurred. This statement is effective for all disposals initialized after December 31, 2002 and did not have a material impact on the Company's Consolidated Financial Statements.

        In November 2002, the FASB issued Interpretation No. 45 (FIN 45), "Guarantor's Accounting and Disclosure Requirements for Guarantees, Including Indirect Guarantees of Indebtedness of Others." FIN 45 addresses the disclosures to be made by a guarantor in its financial statements about its obligations under guarantee. In addition, it also clarifies the requirements related to the recognition of a liability by a guarantor at the inception of a guarantee for the obligations the guarantor has undertaken in issuing that guarantee. The initial recognition and measurement provisions of this interpretation are applicable on a prospective basis to guarantees issued or modified after December 31, 2002. The disclosure provisions became effective December 15, 2002 and had no material impact on the Company's Consolidated Financial Statements.

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        In December 2002, the FASB issued SFAS No. 148, "Accounting for Stock Based Compensation—Transition and Disclosure." This statement provides alternative methods of transition for a voluntary change to the fair value based method of accounting for stock based employee compensation. In addition, this statement amends the disclosure requirements of SFAS No. 123 to require prominent disclosures in both annual and interim financial statements about the method of accounting for stock based employee compensation and the effect of the method used on reported results. The Company has elected to continue to apply APB Opinion 25, "Accounting for Stock Issued to Employees," and related interpretations in accounting for stock options, and the disclosures required by SFAS Nos. 123 and 148 are included in Notes 1 and 9 to the Company's Consolidated Financial Statements.

        In January 2003, the FASB issued Interpretation No. 46 (FIN 46), "Consolidation of Variable Interest Entities." It requires that the assets, liabilities and results of the activity of variable interest entities be consolidated into the financial statements of the company that has controlling financial interest. It also provides the framework for determining whether a variable interest entity should be consolidated based on voting interest or significant financial support provided to it. Additionally, in December 2003, the FASB released a revised version of FIN 46 (FIN 46R) clarifying certain aspects of FIN 46 and providing certain entities with exemptions from the requirements of FIN 46. The Company is currently evaluating the impact of FIN 46R.

        In April 2003, the FASB issued SFAS No. 149, "Amendment of Statement No. 133 on Derivative Instruments and Hedging Activities." This statement amends and clarifies financial accounting and reporting for derivative instruments embedded in other contracts and for hedging activities under SFAS No. 133, "Accounting for Derivative Instruments and Hedging Activities." This statement is effective for contracts entered into or modified after June 30, 2003 and did not have a material impact on the Company's Consolidated Financial Statements.

        In May 2003, the FASB issued SFAS No. 150, "Accounting for Certain Financial Instruments with Characteristics of both Liabilities and Equity." This statement establishes standards for how an issuer classifies and measures certain financial instruments with characteristics of both liabilities and equity. SFAS No. 150 is effective for financial instruments entered into or modified after May 31, 2003, and otherwise is effective at the beginning of the first interim period beginning after June 15, 2003 (our quarter ended September 30, 2003) with the exception of an indefinite deferral relating to application to limited life entities. The Company does not expect the implementation of SFAS No. 150 to have a material impact on our financial condition, results of operations or cash flows.

        In December 2003, the Securities and Exchange Commission released Staff Accounting Bulletin No. 104 ("SAB 104"), "Revenue Recognition." SAB 104 clarifies existing guidance regarding revenues for contracts that contain multiple deliverables to make it consistent with Emerging Issues Task Force No. 00-21. The adoption of SAB 104 did not have a material impact on the Company's financial position or results of operations.

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NOTE 2—REVENUE

        The Company provides the following services to physician practices: medical oncology services, cancer center services, and cancer research services. The Company currently earns revenue from physician practices under two models, the physician practice management (PPM) model, and the service line model. Under the PPM model, the Company enters into long term agreements with affiliated practices to provide comprehensive services, including all those described above, and the practices pay the Company a service fee and reimburse all expenses. Under the service line model, medical oncology services and cancer research services are offered by the Company under separate agreements for each service line.

        The Company derives revenue primarily in four areas:

•

PPM service fee revenues.    Under the PPM model, the company recognizes revenues derived from amounts it bills and collects on behalf of affiliated practices, which are reduced by the amounts retained by those practices under its contracts. PPM Service Fee Revenue is recorded when services are rendered based on established or negotiated rates reduced by contractual adjustments and allowances for doubtful accounts and by the amounts retained by practices. Differences between estimated contractual adjustments and final settlements are reported in the period when final settlements are determined.



•

Service line fees.    In the medical oncology services area under the Company's service line agreements, the Company bills practices on a monthly basis for services rendered. These revenues include payment for all of the pharmaceutical agents used by the practice for which the Company must pay the pharmaceutical manufacturers, and a service fee for the pharmacy related services the Company provides.



•

GPO and data fees.    The Company receives fees from pharmaceutical companies for acting as a group purchasing organization (GPO) for its affiliated practices, as well as for providing informational and other services to pharmaceutical companies. GPO fees are typically based upon the volume of drugs purchased by the practices. Fees for other services include amounts paid for data the Company collects and compiles.



•

Research fees.    The Company receives fees for research services from pharmaceutical and biotechnology companies. These fees are separately negotiated for each study and typically include some management fee, as well as per patient accrual fees and fees for achieving various study milestones.

        A portion of the Company's revenue under its PPM arrangements and its revenue under service line arrangements with affiliated practices are derived from sales of pharmaceutical products, and are reported as product revenues. The Company's remaining revenues are reported as service revenues.

        For the years ended December 31, 2003, 2002 and 2001, the affiliated practices derived approximately 41%, 41% and 38%, respectively, of their net patient revenue from services provided under the Medicare program and approximately 3%, 2% and 2%, respectively, of their net patient revenue from services provided under the state Medicaid programs. Capitation revenues were less than 1% of total net patient revenue in 2003, 2002 and 2001. Changes in the payor reimbursement rates, particularly Medicare and Medicaid due to its concentration, or affiliated practices' payor mix can materially and adversely affect the Company's revenues.

F-21

        The Company's most significant and only service agreement to provide more than 10% of revenues is with Texas Oncology, P.A. (TOPA). TOPA accounted for approximately 25%, 24% and 23% of the Company's total revenues for the years ended December 31, 2003, 2002 and 2001, respectively. Set forth below is selected, unaudited financial and statistical information concerning TOPA (in thousands).

		Year Ended December 31,
		2003		2002		2001
Net patient revenues		$	623,910	$	489,989	$	440,646
Service fees paid to the Company:
	Reimbursement of expense		420,294		340,978		311,433
	Earnings component		65,243		48,513		43,209
Net operating revenue			485,537		389,491		354,642
Amounts retained by TOPA		$	138,373	$	100,498	$	86,004
Physicians employed by TOPA			210		194		172
Cancer centers utilized by TOPA			33		32		32

        The Company's operating margin for the TOPA service agreement was 13.4%, 12.5% and 12.2% for the years ended December 31, 2003, 2002 and 2001, respectively. Operating margin is computed by dividing the earnings component of the service fee by the total service fee.

NOTE 3—AFFILIATION AND DISAFFILIATION TRANSACTIONS

        The consideration paid for practices to enter into long-term service agreements and for the nonmedical assets of the practices, primarily receivables and fixed assets, has been accounted for as asset purchases in 2001 (see Note 1). No affiliation transactions occurred in 2003 and 2002. Total consideration includes the assumption by the Company of specified liabilities, the estimated value of nonforfeitable commitments by the Company to issue Common Stock at specified future dates for no additional consideration, short-term and subordinated notes, cash payments and related transaction costs as follows (in thousands):

	Year Ended December 31, 2001
Cash and transaction costs	$	1,005
Short term and Subordinated Notes		1,787
Common Stock to be issued		606
Liabilities assumed		118
Total costs	$	3,516

        During 2003, 2002 and 2001, the Company entered into nine, four and five pharmaceutical services agreements under the service line model, respectively. The Company paid no consideration to enter into these agreements.

        During 2001, the Company affiliated with five oncology practices for total consideration of $3.5 million, including 87,000 shares of Common Stock to be issued with a value of $0.6 million. No 2001 affiliations were individually significant.

F-22

        During 2003, the Company terminated service agreements and disaffiliated with one oncology practice and two radiation practices. The Company recognized no gain or loss from these transactions.

        During 2002, the Company terminated service agreements and disaffiliated with four oncology practices. Under the terms of the disaffiliations, the Company recognized a net gain on separation of $5.7 million, which is included in impairment, restructuring, and other charges in the accompanying consolidated statement of operations and comprehensive income. For further discussion, see Note 10. None of the 2002 disaffiliations were individually significant.

        During 2001, the Company terminated service agreements with four oncology practices. Under the terms of these disaffiliations, the Company recognized a net gain on separation of $3.4 million included in impairment, restructuring and other charges in the accompanying consolidated statement of operations and comprehensive income. For further discussion, see Note 10. No 2001 disaffiliations were individually significant.

NOTE 4—PROPERTY AND EQUIPMENT

        As of December 31, 2003 and 2002, respectively, the Company's property and equipment consisted of the following (in thousands):

	December 31,
	2003			2002
Land	$	37,411		$	39,022
Furniture and equipment		365,292			339,716
Building and leasehold improvements		219,636			196,014
Construction in progress		43,995			6,292
		666,334			581,044
Less accumulated depreciation and amortization		(310,209	)		(253,486	)
	$	356,125		$	327,558

        As of December 31, 2003 and December 31, 2002, the Company leased seventeen and nineteen cancer centers, respectively, under its leasing facility. The outstanding balance at December 31, 2003 and 2002 was $70.2 and $72.0 million, respectively. See Note 12 for a description of the related lease agreement.

        During the fourth quarter of 2002, the Company recorded an impairment of $27.6 million related to cancer center assets. See Note 10 for further discussion of this impairment. At December 31, 2003, property and equipment include $44.7 million in assets leased under its leasing facility, and 52.0 million at December 31, 2002.

        Amounts recorded in construction in progress at December 31, 2003 and 2002 primarily relate to construction costs incurred in the development of cancer centers and PET systems for the Company's affiliated practices.

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NOTE 5—INDEBTEDNESS

        As of December 31, 2003 and 2002, respectively, the Company's long-term indebtedness consisted of the following (in thousands):

	December 31,
	2003			2002
Credit facility	$	—		$	—
9.625% Senior Subordinated Notes due 2012		175,000			175,000
Lease facility		70,206			72,018
Notes payable		50			818
Subordinated notes		22,610			38,869
Capital lease obligations and other		294			700
		268,160			287,405
Less: current maturities		(79,748	)		(15,363	)
	$	188,412		$	272,042

Credit facility

        From June 1999 until February 2002, the Company utilized a $175 million syndicated revolving credit facility for working capital and other corporate purposes expiring in June 2004.

        On February 1, 2002, the Company terminated its $175 million revolving facility and entered into a new $100 million five-year revolving credit facility (Credit Facility), which expires in February 2007. Proceeds from loans under the Credit Facility may be used to finance development of cancer centers and new PET systems, to provide working capital and for other general business uses. Costs incurred in connection with the extinguishment of the Company's previous credit facility were expensed during the first quarter of 2002 and recorded a loss on early extinguishment of debt in the Company's condensed consolidated statement of operations and comprehensive income. Costs incurred in connection with establishing the Credit Facility are being capitalized and amortized over the term of the Credit Facility.

        Borrowings under the Credit Facility are secured by substantially all of the Company's assets. At the Company's option, funds may be borrowed at the base interest rate or the London Interbank Offered Rate (LIBOR), plus an amount determined under a defined formula. The base rate is selected by First Union National Bank (First Union) and is defined as its prime rate or Federal Funds Rate plus ¹/2%. No amounts were borrowed or outstanding under the Credit Facility during either 2003 or 2002.

Senior subordinated notes

        On February 1, 2002, the Company issued $175 million in 9.625% senior subordinated notes (Senior Subordinated Notes) to various institutional investors in a private offering pursuant to Rule 144A. The notes were subsequently exchanged for substantially identical notes in an offering registered under the Securities Act of 1933. The notes are unsecured, bear interest at 9.625% annually and mature in February 2012. Payments under the Senior Subordinated Notes are subordinated, in substantially all respects, to the Company's Credit Facility and other "Senior Indebtedness," as defined in the indenture governing the Senior Subordinated Notes. The Company believes that the carrying value of the Senior Subordinated Notes approximate fair value at December 31, 2003.

        Proceeds from the Senior Subordinated Notes were used (i) to pay off the $100 million in borrowings under the Company's existing Senior Secured Notes, which had an interest rate of 8.42%

F-24

and would have matured in equal annual installments of $20 million in November 2002 through 2006, (ii) an $11.7 million prepayment penalty on the early termination of the Senior Secured Notes and (iii) facility fees and related expenses associated with establishing the Senior Subordinated Notes and Credit Facility of $4.8 million and $2.7 million, respectively. Costs incurred in connection with extinguishment of the Company's previous Senior Secured Notes, including the prepayment penalty, were expensed in the first quarter of 2002 and reflected as a loss on early extinguishment of debt in the Company's condensed consolidated statement of operations and comprehensive income. Costs incurred in connection with establishing the Senior Subordinated Notes, including facility fees, were capitalized, and are being amortized over the term of those notes.

Leasing facility

        The Company entered into a leasing facility in December 1997, under which a special purpose entity has constructed and owns certain of the Company's cancer centers and leases them to the Company. The facility was funded by a syndicate of financial institutions and is secured by the property to which it relates and matures in June 2004.

        As of December 31, 2003, the Company had $70.2 million outstanding under the lease facility, and no further amounts are available under that facility. The annual lease cost of the lease is approximately $2.9 million, based on the prevailing interest rate of 4.13% as of December 31, 2003. At December 31, 2003, the lessor under the lease held real estate assets (based on original acquisition and construction costs) of approximately $53.6 million and equipment of approximately $16.6 million (based on original acquisition cost) at seventeen locations.

        The lease is renewable in one-year increments, but only with the consent of the financial institutions that are parties thereto. In the event the lease is not renewed at maturity, or is earlier terminated for various reasons, the Company must either purchase the properties under the lease for the total amount outstanding or market the properties to third parties. The Company guarantees 100% of the residual value of the properties in the lease. In January 2004, the Company sold one property under the lease in connection with practice disaffiliations.

        As a result of the Company's guarantee, the $70.2 million outstanding under the lease is classified as indebtedness in its consolidated balance sheet. The Company also includes assets under the lease as assets in its consolidated balance sheet based upon the Company's determination of fair values of those properties at December 31, 2002 the Company recognized an impairment charge of $20.0 million in the fourth quarter of 2002 related to these cancer centers. In the first quarter of 2004, a disaffiliated practice purchased certain assets under the leasing facility and repaid $0.7 million under the lease for outstanding amounts related to those assets.

        The credit facility, leasing facility and Senior Subordinated Notes contain affirmative and negative covenants, including the maintenance of certain financial ratios, restrictions on sales, leases or other dispositions of property, restrictions on other indebtedness and prohibitions on the payment of dividends. Events of default under the credit facility, leasing facility and Senior Subordinated Notes include cross defaults to all material indebtedness, including each of those financings. Substantially all of the Company's assets, including certain real property, are pledged as security under the credit facility and leasing facility.

F-25

Notes payable

        The notes payable bear interest, which is payable annually, at rates ranging from 5.3% to 10% and mature between 2004 and 2005. The notes are payable to physicians with whom the Company entered into long-term service agreements and relate to affiliation transactions. The notes payable are unsecured.

Subordinated notes

        The subordinated notes were issued in substantially the same form and are payable to the physicians with whom the Company entered into service agreements. Substantially all of the notes outstanding at December 31, 2003 and 2002 bear interest at 7%, are due in installments through 2007 and are subordinated to senior bank and certain other debt. If the Company fails to make payments under any of the notes, the respective practice can terminate the related service agreement.

Capital lease obligations and other indebtedness

        Leases for medical and office equipment are capitalized using effective interest rates between 6.5% and 11.5% with original lease terms between two and seven years. At December 31, 2003 and 2002, the gross amount of assets recorded under the capital leases was $4.2 million, respectively, and the related accumulated amortization was $4.2 million, respectively. Amortization expense is included with depreciation in the accompanying consolidated statement of operations and comprehensive income. Other indebtedness consists principally of installment notes and bank debt, with varying interest rates, assumed in affiliation transactions. See Note 12 for operating lease commitments.

Maturities

        As of December 31, 2003, future principal maturities of long-term indebtedness, including capital lease obligations, were approximately $79.7 million in 2004, $6.2 million in 2005, $4.9 million in 2006, $1.8 million in 2007, $0.1 million in 2008 and $175.5 million thereafter.

NOTE 6—INCOME TAXES

        The Company's income tax benefit (provision) consisted of the following (in thousands):

		Year Ended December 31,
		2003			2002			2001
Federal:
	Current	$	(10,789	)	$	(689	)	$	(7,547	)
	Deferred		(31,247	)		24,791			(18,713	)
State:
	Current		(1,189	)		(373	)		(522	)
	Deferred		(1,052	)		338			(1,606	)
		$	(44,277	)	$	24,067		$	(28,388	)

F-26

        The difference between the effective income tax rate and the amount that would be determined by applying the statutory U.S. income tax rate before income taxes is as follows:

	Year Ended December 31,
	2003		2002		2001
Benefit (provision) for income taxes at U.S. statutory rates	(35.0	)%	35.0	%	(35.0	)%
State income taxes, net of federal benefit	(1.9	)	(0.3	)	(2.5	)
Non deductible public policy expenses	(1.4	)	—		—
Other	(0.2	)	(0.3	)	(0.5	)
	(38.5	)%	34.4	%	(38.0	)%

        At December 31, 2003 and 2002, income taxes payable includes a tax liability of $21.6 million and $19.1 million respectively. The liability has been established related to the Company's tax position and the possible disallowance of certain deductions taken in connection with the Company's service agreements. The impact of disallowance would be immaterial to the Company's financial condition and results of operations, except that any additional payments that would be required would require cash expenditures by the Company.

        Deferred income taxes are comprised of the following (in thousands):

		December 31,
		2003			2002
Deferred tax assets:
	Accrued expenses	$	9,413		$	9,342
	Service agreements and other intangibles		16,420			37,393
	Allowance for bad debt		2,053			2,770
	Other		284			948
			28,170			50,453
Deferred tax liabilities:
	Depreciation		(17,233	)		(7,208	)
	Prepaid expenses		(22	)		(31	)
			(17,255	)		(7,239	)
Net deferred tax asset		$	10,915		$	43,214

        Realization of the net deferred tax asset is dependent upon the Company's ability to generate future income. Management believes, after considering all available information regarding historical and expected future earnings of the Company, that sufficient future income will be recognized to facilitate the realization of the net deferred asset.

NOTE 7—401(K) PLAN

        During 2003 and 2002, employees of the Company were allowed to participate in the US Oncology, Inc. 401(k) plan (the Plan). Participants of the Plan are eligible to participate after 6 months

F-27

of employment and reaching the age of 21. Participants vest in the employer contribution portion of their account, if any, at the rate of 20% for each year that they meet the plan's service requirements.

        The Plan allows for a discretionary employer contribution. For the two years ended December 31, 2003 and 2002, the Company elected to match 50% of employee contributions, up to a total match not to exceed 3% of the participant's salary, subject to the salary ceiling rules imposed by the Internal Revenue Service. The Company's contribution amounted to $1.8 million, $1.6 million and $1.4 million for the years ended December 31, 2003, 2002 and 2001 respectively.

NOTE 8—STOCKHOLDERS' EQUITY

        Effective May 16, 1997, the Board of Directors of the Company adopted a shareholders' rights plan and in connection therewith, declared a dividend of one Series A Preferred Share Purchase Right for each outstanding share of Common Stock. For a more detailed description of the shareholders' rights plan, refer to the Company's Form 8-K filed with the Securities and Exchange Commission on June 2, 1997.

        In March 2002, the Board of Directors of the Company authorized the repurchase of up to $35.0 million in shares of the Company's Common Stock in public or private transactions and authorized the Company to accept up to $15.0 million in shares of its Common Stock in connection with terminating service agreements with physician practices. In connection with this authorization, the Company repurchased 4.1 million shares of its Common Stock for $35.0 million, at an average price of $8.50 per share.

        In November 2002, the Board of Directors of the Company authorized the repurchase of up to an additional $50.0 million in shares of its Common Stock in public or private transactions. Through December 31, 2002, the Company had repurchased 884 shares of its Common Stock for $7.8 million, at an average price of $8.77 per share. During 2003, in connection with this authorization, the Company repurchased 5.0 million shares of stock for $42.2 million, at an average price of $8.42 per share, which completed this authorization.

        In August 2003 the Board of Directors of the Company authorized the repurchase of $50.0 million in shares of its common stock in public or private transactions. Through December 31, 2003, the Company had repurchased 5.2 million shares of its common stock for $45.3 million, at an average price of $8.70 per share. In January 2004, the Company repurchased 0.4 million shares of its Common Stock for $4.2 million at an average price of $10.78 per share, completing this authorization.

        The table below sets forth the Company's Treasury Stock activity for the years ended December 31, 2003 and 2002 (shares in thousands):

	2003		2002
Treasury Stock shares as of January 1,	5,748		2,309
Treasury Stock purchases	10,222		5,001
Treasury Stock received in connection with the sale of certain assets	—		1,100
Treasury Stock issued in connection with affiliation transactions and exercise of employee stock options	(4,032	)	(2,662	)
Treasury Stock shares as of December 31,	11,938		5,748

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        As part of entering into long-term service agreements with practices as described in Note 3, the Company has made nonforfeitable commitments to issue shares of Common Stock at specified future dates for no further consideration. Holders of the rights to receive such shares have no dispositive, voting or cash dividend rights with respect to such shares until the shares have been delivered. Common Stock to be issued is shown as a separate component in stockholders' equity. The amounts, upon issuance of the shares, are reclassified to other equity accounts as appropriate.

        The shares of Common Stock to be issued at specified future dates were valued at the transaction date at a discount from the quoted market price of a delivered share after considering all relevant factors, including normal discounts for marketability due to the time delay in delivery of the shares. The discount for shares of Common Stock to be issued at specified future dates is 10% for shares to be delivered prior to the fifth anniversary of the transaction and is 20% for shares to be delivered thereafter. The Common Stock in the transactions is to be delivered under the terms of the respective agreements for periods up to seven years after the initial transaction date. The recorded value represents management's best estimate of the fair value of the shares of Common Stock to be delivered in the future as of the transaction date. A portion of the Common Stock to be issued commitment is based upon obligations to deliver a specified dollar value of Common Stock shares. The value of these shares is not discounted and the number of shares to be issued would change with change in the market value of the Company's Common Stock.

        For transactions completed through December 31, 2003, the scheduled issuance of the shares of Common Stock that the Company is committed to deliver over the passage of time are approximately 1,272,000 in 2004, 821,000 in 2005, 9,000 in 2006, and none thereafter.

NOTE 9—STOCK OPTIONS

        The Company's 1993 Key Employee Stock Option Plan, as amended, provided that employees could be granted options to purchase Common Stock. Individual option vesting and related terms were determined by the Compensation Committee of the Board of Directors. However, the stock option plan provides that the options granted may be incentive options at an exercise price no less than fair value at the grant date or 85% of fair value in the case of nonqualified options. Option terms may not exceed ten years. Individual option grants vest ratably over time, generally five years. At December 31, 2003, 6,380,140 Common Stock options with a weighted average exercise price of $8.13 per share were outstanding, of which 4,077,028 shares were exercisable under the terms of the plan. No additional shares may be granted under that plan.

        Under the terms of the Company's Chief Executive Officer Stock Option Plan and Agreement and the Everson Stock Option Plan and Agreement, two executives were granted 3,694,000 non-qualified options to purchase Common Stock with an exercise price effectively equal to the fair market value at the date of grant. The options vested on the date of the Company's initial public offering and expired between 2000 and 2003. The Company's ability to grant further options under these plans ceased on the date of the Company's initial public stock offering. At December 31, 2003, no Common Stock options were outstanding and exercisable under the terms of these plans.

        Effective December 14, 2000, the Company executed a Chief Executive Officer Stock Option Plan and Agreement and granted 1,000,000 non-qualified options to purchase Treasury Stock. The options were issued with an exercise price of $4.96 which equaled the fair market value of the Company's

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Common Stock at the date of the grant. The options vest six months from the grant date and have an option term not to exceed 10 years. At December 31, 2003, there are no options available for future grants under this plan.

        The Company's 1993 Non-Employee Director Stock Option Plan provides that up to 600,000 options to purchase Common Stock can be granted. The options vest in 4 months or ratably over 4 years, have a term of 10 years and exercise prices effectively equal to the fair market value at the date of grant. As of December 31, 2003, 358,000 options with a weighted average exercise price of $9.22 per share were outstanding, all of which were exercisable under the terms of the plan.

        Options under the Company's 1993 Affiliate Stock Option Plan, as amended, have a term of 10 years. All individual option grants vest ratably over the vesting periods of three to five years. Of the 1,579,050 outstanding options to purchase shares of Common Stock granted under this plan, 1,571,500 were granted to physician employees of the affiliated practices and 7,550 were granted to other employees of the affiliated practices. In 2003, 2002 and 2001 the average fair value of the options granted to non-employees was $4.57, $5.52 and $5.34 per share, respectively, as determined using the Black Scholes Valuation Model. Compensation expense is recognized over the respective vesting periods. Expense of $1.4 million, $1.4 million and $2.0 million was recognized in 2003, 2002 and 2001, respectively, related to these options. No additional shares are available for grant under the Affiliate Plan.

        The 2002 Key Executive Performance Stock Option Plan provides for the grant of up to 5,000,000 nonqualified stock options to key executive officers (including officers who may be members of the Board of Directors) of US Oncology and its subsidiaries. Persons receiving awards, vesting periods and terms and conditions of individual options granted under the plan are determined by the compensation committee of the board of directors, provided that (i) options under the plan may not be granted with an exercise price less than 100% of the fair market value per share of Common Stock at the date of grant and (ii) a minimum of 3,750,000 of the shares available under the plan were required to be granted in initial grants, which contained the following provisions: (a) a requirement that the option holder shall not receive any additional grants of stock options or other equity interests (including, without limitation, restricted stock grants, stock appreciation rights and phantom stock rights), whether pursuant to the plan or any other plan, prior to the second anniversary of the holder's initial grant under the plan; (b) a provision that vesting of the stock options granted would not occur until seven years following the date of such grant, unless such vesting is accelerated pursuant to the next provision below; and (c) a vesting schedule setting forth certain internal return on invested capital (commonly referred to as "ROIC") targets for US Oncology beginning with the fiscal year ending December 31, 2002, which targets, if met, will result in some or all of the stock options granted becoming vested and exercisable. Options to purchase 3,850,000 shares were granted during 2002 pursuant to such initial grants. In addition, the Plan includes a requirement that the exercise price of any stock options granted thereunder may not be decreased or otherwise "repriced", whether through amendment, cancellation or replacement grants. At December 31, 2003, 3,979,092 Common Stock options with a weighted average exercise price of $7.06 per share were outstanding, of which 612,000 shares were exercisable under the terms of the plan.

        Currently options to purchase a total of 502,645 shares are outstanding under the Physician Reliance Network, Inc. 1993 Stock Option Plan and 1994 Stock Option Plan for Outside Directors of an average price of $11.11. These options were assumed by the Company in connection with its merger

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with PRN in 1999. No options have been granted under either plan since the merger and all options are fully vested.

        All of the Company's Common Stock options vest automatically upon those events constituting a change in control of the Company as set forth in such stock option plans.

        The following summarizes the activity for all option plans (shares in thousands):

		Shares Represented By Options		Weighted Average Exercise Price
Balance, January 1, 2001		12,245		$	7.58
	Granted	2,704			6.91
	Exercised	(907	)		4.29
	Canceled	(1,027	)		8.44
Balance, December 31, 2001		13,015			7.60
	Granted	4,655			7.22
	Exercised	(724	)		4.85
	Canceled	(650	)		10.32
Balance, December 31, 2002		16,296			7.50
	Granted	537			7.55
	Exercised	(2,457	)		5.50
	Canceled	(512	)		7.89
Balance, December 31, 2003		13,864		$	7.85

        The weighted average exercise price and weighted average fair value of options granted in 2003, 2002 and 2001 are as follows:

	2003				2002				2001
	Weighted Avg. Exercise Price		Weighted Avg. Fair Value Price		Weighted Avg. Exercise Price		Weighted Avg. Fair Value Price		Weighted Avg. Exercise Price		Weighted Avg. Fair Value Price
Option price equals fair market value	$	7.55	$	7.53	$	7.22	$	7.34	$	7.12	$	7.69
Option price less than fair market value		—		—		—		—		4.12		5.27

F-31

        The following table summarizes information about the Company's stock options outstanding at December 31, 2003 (shares in thousands):

	Options Outstanding				Options Exercisable
Range of Average Exercise Price	Number Outstanding at 12/31/03	Weighted Average Remaining Contractual Life	Weighted Average Exercise Price		Number Exercisable at 12/31/03	Weighted Average Exercise Price
$  1 to $  5	3,396	6.7	$	4.53	2,483	$	4.57
5 to  10	7,263	7.9		7.40	2,163		7.58
10 to  15	2,502	4.8		11.47	2,284		11.60
15 to  25	703	3.5		15.61	703		15.61
1 to  25	13,864	6.8		7.85	7,633		8.54

        Options granted in 2003, 2002 and 2001 had weighted average fair values of $7.53, $5.28, and $5.04 per share, respectively. The fair value of each Common Stock option grant is estimated on the date of grant using the Black Scholes option pricing model with the following weighted average assumptions used for grants from all plans:

	Year Ended December 31,
	2003		2002		2001
Expected life (years)	5		5		5
Risk free interest rate	1.1	%	1.6	%	3.5	%
Expected volatility	70	%	80	%	81	%
Expected dividend yield	0	%	0	%	0	%

NOTE 10—IMPAIRMENT, RESTRUCTURING, AND OTHER CHARGES, NET

        During 2003, the Company recognized restructuring and other charges of $1.7 million net; during 2002, the Company recognized impairment, restructuring and other charges of $150.1 million, net; and during 2001 the Company recognized impairment, restructuring and other charges of $5.9 million, net as follows (in thousands):

	Year Ended December 31,
	2003		2002		2001
Impairment charges	$	—	$	135,147	$	(3,376	)
Restructuring charges		900		3,825		5,868
Other charges		752		11,088		3,376
Total	$	1,652	$	150,060	$	5,868

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        The following is a detailed description of the charges during 2003, 2002 and 2001 (in thousands):

	Year Ended December 31,
	2003		2002			2001
Impairment charges
Write off of service agreements	$	—	$	113,197		$	—
Impairment of cancer center fixed assets		—		27,603			—
Gain on sale of practice assets		—		(5,653	)		(3,376	)
Restructuring charges
Personnel reduction costs		900		2,381			3,113
Consulting costs for implementing service line		—		1,444			300
Closure of facilities		—		—			2,455
Other charges
Write off of an affiliate receivable		—		11,088			—
Practice accounts receivable and fixed asset write off		—		—			1,925
Other		752		—			1,451
	$	1,652	$	150,060		$	5,868

Impairment Charges

        Generally accepted accounting principles require that companies periodically assess their long-lived assets for potential impairment. In accordance with this requirement, from time to time the Company evaluates its intangible assets for impairment. For each of the Company's service agreements, this analysis involves comparing the aggregate expected future cash flows under the agreement to its carrying value as an intangible asset on the Company's balance sheet. In estimating future cash flows, the Company considers past performance as well as known trends that are likely to affect future performance. In some cases the Company also takes into account its current activities with respect to that agreement that may be aimed at altering performance or reversing trends.

        During 2002, the Company recognized (a) a non-cash pre-tax charge of $5.2 million in the fourth quarter related to impairment of a service agreement under which it had significantly reduced the scope of the Company's services during the year, based upon its analysis of future cash flows under likely future scenarios for that agreement; (b) a non-cash, pre-tax charge of $68.3 million during the third quarter comprising (i) a $13.0 million charge related to a PPM service agreement that was terminated in connection with conversion to the service line model, (ii) a $51.0 million charge related to three net revenue model service agreements that became impaired during the third quarter based upon the Company's analysis of projected cash flows under those agreements, taking into account developments in those markets during the third quarter and (iii) a $4.3 million charge related to a group of physicians under a net revenue model service agreement with which the Company disaffiliated during the third quarter; and (c) a non-cash, pre-tax charge of $39.7 million during the second quarter comprising (i) a $33.8 million charge related to a net revenue model service agreement that became impaired during the second quarter based upon the Company's analysis of projected cash flows under that agreement, taking into account developments in that market during the second quarter and (ii) a $5.9 million charge related to two PPM service agreements that were terminated in connection with conversions to the service line model.

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        During the fourth quarter of 2002, the Company recognized a charge of $27.6 million related to impairment of fixed assets. This charge was based on the Company's estimate of future cash flows from its cancer center assets, taking into account developments during the fourth quarter of 2002. All of the impaired cancer centers were at practice that had been on the net revenue model at the outset of center development. In assessing likely future performance, the Company makes estimates of the likelihood and impact of possible operational improvements, as well as looking at existing performance. If the Company had made a determination to dispose of a center, our valuation is based upon the value of that disposition. In making estimates regarding possible improvements in performance, the Company takes into consideration the economic arrangement with the practice, as well as certain qualitative considerations regarding the continued growth prospects of the practice, internal practice management, and the Company's relationship with the practice.

        The $5.6 million net gain on sale of practice assets during 2002 consisted of a $3.6 million net gain on sale of practice assets during the third quarter comprising (a) net proceeds of $4.9 million paid by converting and disaffiliating physicians; (b) a $0.3 million net recovery of working capital assets, partially offset by a $1.1 million net charge arising from the Company's accelerating consideration that would have been due to physicians in the future in connection with those transactions; and (c) a $2.0 million net gain on sale of practice assets during the second quarter. During that quarter, the Company terminated a service agreement as it related to certain radiology sites and sold the related assets, including the right to future revenues attributable to radiology technical fee revenue at those sites, in exchange for delivery to us of 1.1 million shares of the Company's common stock. In connection with that sale, the Company also recognized a write-off of a receivable of $0.6 million due from the physicians and made a cash payment to the buyer of $0.6 million to reflect purchase price adjustments during the third quarter. The transaction resulted in a $3.9 million gain based on the market price of the Company's Common Stock as of the date of the termination. This gain was partially offset by a $1.9 million net impairment of working capital assets relating to service line conversions, disaffiliations and potential disaffiliations.

        In the fourth quarter of 2001, the Company recorded a net gain on separation of $3.4 million, pre-tax, on the termination of certain service agreements and related assets. Included in this net gain is approximately $9.0 million arising from final settlements with several practices with which the Company terminated its relationships during 2000 where the ultimate settlements were more beneficial to them than it estimated and resulted in the Company's recognizing in the fourth quarter of 2001 the forgiveness of $1.5 million in notes payable by them to physicians, the waiver by the physicians of their rights to receive $1.2 million of the Company's common stock previously recognized by them as an obligation when it affiliated with the physicians, and additional consideration received by them in connection with the terminations of $6.3 million in excess of the carrying value of the net assets of the terminated practices, less a charge of $5.6 million recognized during the fourth quarter of 2001 for the difference between the carrying value of certain assets and the amount we expect to realize upon those assets, as determined in the fourth quarter of 2001.

Restructuring Charges

        During the fourth quarter of 2003, we recognized restructuring charges of $0.9 million relating to personnel reductions.

        In connection with our focus on internal operations and cost structure, management commenced an initiative to further centralize certain accounting and financial reporting functions at our corporate

F-34

headquarters in Houston, Texas, resulting in charges for personnel reduction costs of $2.4 million in 2002, all of which was paid in 2002. During 2002, we also recognized restructuring charges of $1.4 million in consulting fees related to its introduction of the service line model.

        During the first quarter of 2001, we announced plans to reduce overhead costs and recognized pre-tax restructuring charges of $5.9 million, consisting of (i) a $3.1 million charge relating to the elimination of approximately 50 personnel positions, (ii) a $2.5 million charge for remaining lease obligations and related improvements at sites we decided to close and (iii) a $0.3 million charge relating to abandoned software applications. As of December 31, 2003, as a result of payments of $0.6 million during 2003, an accrual of $0.3 million out of the charge for remaining lease obligations remained.

		Accrual at December 31, 2001		Payments			Accrual at December 31, 2002		Payments			Accrual at December 31, 2003
Severance of employment agreements		$	215	$	(18	)	$	197	$	(197	)	$	—
Site closures			1,081		(293	)		788		(211	)		577
	Total	$	1,296	$	(311	)	$	985	$	(408	)	$	577

        During the first quarter of 2001, the Company announced plans to further reduce overhead costs and recognized additional pre-tax restructuring charges of $5.9 million, consisting of (i) a $3.1 million charge relating to the elimination of approximately 50 personnel positions, (ii) a $2.5 million charge for remaining lease obligations and related improvements at sites the Company decide to close and (iii) a $0.3 million charge relating to abandoned software applications. Details of the restructuring charge activity relating to that charge in 2002 are as follows (in thousands):

		Accrual at December 31, 2001		Payments			Accrual at December 31, 2002		Payments			Accrual at December 31, 2003
Cost related to personnel reductions		$	213	$	(213	)	$	—	$	—		$	—
Site closures			1,132		(271	)		861		(605	)		256
	Total	$	1,345	$	(484	)	$	861	$	(605	)	$	256

        In connection with the Company's focus on internal operations and cost structure, management commenced an initiative to further centralize certain accounting and financial reporting functions at its corporate headquarters in Houston, Texas, resulting in charges for personnel reduction costs of $2.4 million in 2002, all of which was paid in 2002.

        During 2002, the Company also recognized restructuring charges of $1.4 million in consulting fees related to its introduction of the service line model, all of which was paid in 2002.

Other

        During 2003, we recognized a net charge of $0.8 million consisting of a $1.8 million loss on the sale of a cancer center partially offset by a gain of $1.0 million relating to lower than expected losses resulting from the bankruptcy of one of our insurance carriers.

F-35

        During the third quarter of 2002, we recognized an $11.1 million write-off of an $11.1 million receivable due to us from one of our affiliated practices. In the course of our PPM activities, we advance amounts to physician groups and retain fees based upon our estimates of practice performance. Subsequent events and related adjustments may result in the creation of a receivable with respect to certain amounts advanced. During the third quarter, we made the determination that such amounts owed by physician practices to us had become uncollectible due to, among other things the age of the receivable and circumstances relating to practice operations.

        In the fourth quarter of 2001, we recognized unusual charges including: (i) $1.9 million of practice accounts receivable and fixed asset write-off, (ii) a $1.0 million charge related to our estimated exposure to losses under an insurance policy where the insurer has become insolvent (see Note 12), and (iii) $0.5 million of consulting costs incurred in connection with development of our service line structure. The negative impact of these charges was wholly offset by the net gain on separation of $3.4 million we recognized during the fourth quarter of 2001, which is discussed above in "Impairment Charges."

        In the fourth quarter of 2000, we recognized a charge of $2.6 million related to abandonment of leased and owned facilities for remaining lease obligations and the difference in the net book value of the owned real estate and its expected fair value of which $0.6 million remained as an accrual at December 31, 2003. Payments of $0.2 million were made during 2003 relating to this accrual. In addition, during 2000 we had recognized a charge of $0.4 million related to executive severance, none of which remained at December 31, 2003. We paid $0.2 million in respect of this charge in 2003.

NOTE 11—SEGMENT FINANCIAL INFORMATION

        The Company has adopted the provisions of FASB Statement of Financial Accounting Standards No. 131, "Disclosure About Segments of an Enterprise and Related Information" (FAS 131). FAS 131 requires the utilization of a "management approach" to define and report the financial results of operating segments. The management approach defines operating segments along the lines used by management to assess performance and make operating and resource allocation decisions.

        The Company has determined that its reportable segments are those that are based on the Company's method of internal reporting, which disaggregates its business by service line, and that sufficient information is now available to permit such, reporting. The Company's reportable segments are medical oncology services, cancer center services, and other services which primarily consist of cancer research services. The medical oncology services segment purchases and manages specialty oncology pharmaceuticals and provides practice management services to medical oncology practices. The cancer center services segment develops and manages comprehensive, community based cancer centers, which integrate all aspects of outpatient cancer care, from laboratory and radiology diagnostic capabilities to chemotherapy and radiation therapy. The other/services segment contracts with pharmaceutical and biotechnology firms to provide a comprehensive range of services relating to clinical trials. The operating results of this segment are reflected in the "other" category. The Company's business is conducted entirely in the United States. During 2002, the Company reported its Medical Oncology Services segment as two segments, Oncology Pharmaceutical Services and Other Practice Management Services. These were combined effective January 1, 2003 to reflect development in the business and the presentation of 2002 numbers has been conformed to this presentation.

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        The Company has not disclosed segment data for 2001 because management could not obtain comparative data for 2001 due to financial systems limitations. Asset information and related depreciation expense by reportable segment is not reported since the Company does not produce such information internally.

        The table below presents information about reported segments for the years ended December 31, 2003 and 2002 (in thousands):

Year Ended 2003:

	Medical Oncology Services			Cancer Center Services			Other			Unallocated Corporate Expenses			Total
Product revenue	$	1,204,673		$	—		$	—		$	—		$	1,204,673
Service revenue		479,181			224,136			57,735		$	—			761,052
Revenue		1,683,854			224,136			57,735			—			1,965,725
Operating expenses		(1,483,215	)		(182,894	)		(50,259	)		(114,916	)		(1,831,284	)
Income (loss) from operations	$	200,639		$	41,242		$	7,476		$	(114,916	)	$	134,441

Year Ended 2002:

	Medical Oncology Services			Cancer Center Services			Other			Unallocated Corporate Expenses			Total
Product revenue	$	919,662		$	—		$	—		$	—		$	919,662
Service revenue		462,750			208,195			58,294			—			729,239
Revenue		1,382,412			208,195			58,294			—			1,648,901
Operating expenses		(1,204,072	)		(164,245	)		(50,236	)		(265,420	)		(1,683,973	)
Income (loss) from operations	$	178,340		$	43,950		$	8,058		$	(265,420	)	$	(35,072	)

NOTE 12—COMMITMENTS AND CONTINGENCIES

Leases

        The Company leases office space, integrated cancer centers and certain equipment under noncancelable operating lease agreements. Total future minimum lease payments, including escalation provisions and leases with entities affiliated with practices, are $44.3 million in 2004, $35.7 million in 2005, $29.5 million in 2006, $25.7 million in 2007, $18.9 million in 2008, and $67.7 million thereafter. Rental expense was approximately $65.1 million in 2003, $67.4 million in 2002 and $61.1 million in 2001.

        The Company enters into commitments with various construction companies and equipment vendors in connection with the development of cancer centers. As of December 31, 2003, the Company's commitments were approximately $6.4 million.

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Leasing Facility

        Since December 31, 2002, the Company has recorded outstanding amounts under its leasing facility as indebtedness and carried the assets leased under that facility as assets in its balance sheet because it has guaranteed 100% of the residual value of the properties in the lease since that date. Previously, the Company appropriately classified the lease as an operating lease and this did not include assets or indebtedness on its balance sheet.

        There are additional risks associated with the lease arrangement. A deterioration in the Company's financial condition that would cause an event of default under the lease facility, including a default on material indebtedness, would give the parties under the lease the right to terminate that lease, and the Company would be obligated to purchase or remarket the properties. In such an event, the Company may not be able to obtain sufficient financing to purchase the properties. In addition, changes in future operating decisions or changes in the fair market values of underlying leased properties or the associated rentals could result in significant charges or acceleration of charges in the Company's statement of operations for leasehold abandonments or residual value guarantees. Because the lease payment floats with a referenced interest rate, the Company is also exposed to interest rate risk under the lease.

Insurance

        The Company and its affiliated practices maintain insurance with respect to medical malpractice risks on a claims-made basis in amounts believed to be customary and adequate. Management is not aware of any outstanding claims or unasserted claims that are likely to be asserted against it or its affiliated practices which would have a material impact on the Company's financial position or results of operations.

        In February 2002, PHICO Insurance Company ("PHICO"), at the request of the Pennsylvania Insurance Department, was placed in liquidation by an Order of the Commonwealth Court of Pennsylvania ("Liquidation Order"). From November 1997 through December 2001, the Company had placed its primary malpractice insurance coverage through PHICO. These policies have not been replaced with policies from other insurers. Currently the Company has one unsettled claim from the policy years covered by PHICO issued policies and there are other claims against its affiliated practices. At this time, the Company believes that the resolution of this claim will not have a material adverse effect on the Company's financial position, cash flow and results of operations. However, because the rules related to state guaranty association funds are subject to interpretation, and because these claims are still in the process of resolution, the Company had reserved $1.0 million to estimate potential costs it may incur either directly or indirectly during this process. During 2003, the Company revised the reserve downward to reflect the settlement of claims with lower than expected exposure to the Company.

Guarantees

        Beginning January 1, 1997, the Company has guaranteed that the amounts retained by the Company's affiliated practice in Minnesota will be at least $5.2 million annually under the terms of the related service agreement, provided that certain targets are met. The Company has not been required to

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make payments under this guarantee to that practice for any of the three years ended December 31, 2003.

Litigation

        The Company has previously disclosed that it and certain of its affiliated practices are the subject of certain qui tam complaints, commonly referred to as "whistle blower" lawsuits, filed under seal. The U.S. Department of Justice has determined that it will not intervene in any of those qui tam suits of which the Company is aware. In one such suit, the individual who filed the complaint may choose to continue to pursue litigation in the absence of government intervention, but has not yet indicated an intent to do so. The other qui tam suits of which we are aware have been dismissed. Furthermore, the Company may from time to time in the future become aware of additional qui tam lawsuits. Because qui tam actions are filed under seal, there is a possibility that the Company could be the subject of other qui tam actions of which it is unaware.

        The provision of medical services by the Company's affiliated practices entails an inherent risk of professional liability claims. The Company does not control the practice of medicine by the clinical staff or their compliance with regulatory and other requirements directly applicable to practices. In addition, because the practices purchase and prescribe pharmaceutical products, they face the risk of product liability claims. The Company and its network physicians are also defendants in a number of lawsuits involving employment and other disputes and commercial litigation.

        From time to time, the Company becomes involved in disputes with affiliated practices. These disputes typically relate to disagreements regarding performance under the service agreement with the physician group in question or to issues of contract interpretation. Generally, the Company is able to resolve such disputes without resorting to litigation. However, there is a risk that such disputes could result in litigation and in a deterioration or dissolution of the relationship with the physician group in question.

        Assessing the Company's financial and operational exposure on litigation matters requires the application of substantial subjective judgments and estimates based upon facts and circumstances, resulting in estimates that could change as more information becomes available.

NOTE 13—RELATED PARTIES

        The Company receives a contractual service fee for providing services to its practices. The Company also advances to its affiliated practices amounts needed for the purchase of pharmaceuticals and medical supplies necessary in the treatment of cancer. The advances are reflected on the Company's balance sheet as due from/to affiliated practices and are reimbursed to the Company as part of the service fee payable under its service agreements with its affiliated practices.

        The Company leases a portion of its medical office space and equipment from entities affiliated with certain of the stockholders of practices affiliated with the Company. Payments under these leases were $2.8 million in 2003, $2.0 million in 2002 and $3.3 million in 2001, respectively, and total future commitments are $13.1 million as of December 31, 2003.

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        The subordinated notes are payable to persons or entities that are also stockholders or holders of rights to receive Common Stock at specified future dates. Total interest expense to these parties was $2.6 million in 2003, $3.8 million in 2002, and $5.6 million in 2001, respectively.

        Two of the Company's directors as of December 31, 2002, one director who served through February 2002, and one director who served through June 2001, are practicing physicians with practices affiliated with the Company. In 2003, the practices in which these directors participate generated a total revenue to the Company of $551.9 million. In 2002, the practices in which these directors participate generated a total revenue to the Company of $517.7 million. In 2001, the practices in which these directors participate generated a total revenue to the Company of $471.1 million.

        The Company and TOPA are parties to a service agreement pursuant to which the Company provides TOPA with facilities, equipment, non-physician personnel, and administrative, management and non-medical advisory services, as well as services relating to the purchasing and administering of supplies. The service fee under the TOPA service agreement is equal to 33.5% of the earnings (professional and research revenues earned by the affiliated practice less direct expenses) of that practice before interest and taxes ("Earnings") plus direct expenses of the related practice locations, subject to adjustments set forth therein. Direct expenses include rent, depreciation, amortization, and provision for uncollectible accounts, salaries, and benefits of non-physician employees, medical supply expense, and pharmaceuticals. In 2003, 2002 and 2001, TOPA paid the Company an aggregate of approximately $485.5 million, $389.5 million and $354.6 million, respectively, pursuant to the TOPA service agreement. A director of the Company is employed by TOPA. Effective January 1, 2001, the Company and TOPA entered into a Third Amended and Restated Service Agreement. The significant changes in the service agreement effected by the Third Amended and Restated Service Agreement are (i) a reduction in the Company's service fee from 35% to 33.5% of TOPA's Earnings; (ii) the implementation of certain fee adjustments based upon performance in excess of predetermined thresholds and (iii) incentives to achieve returns on invested capital in excess of certain thresholds.

        As part of the consideration for Minnesota Oncology Hematology, P.A. ("MOHPA") entering into its service agreement the Company, the Company was required to issue a prescribed number of shares of the Company's Common Stock to MOHPA on July 1 of each year through July 1, 2001. During 2001 Company issued 134 shares of Common Stock to MOHPA pursuant to such yearly issuances. A shareholder of MOHPA is currently a director of the Company.

        The Company enters into medical director agreements with certain of its affiliated physicians. Under a typical medical director agreement, the Company retains an affiliated physician to advise the Company on a specific initiative or matter, such as blood and marrow stem cell transplantation or clinical research, and, in return, the Company pays to the affiliated physician a medical director fee, typically $25,000 to $250,000 annually. During 2003, 2002, and 2001, the Company had agreements with six, twenty and thirteen medical directors under which the Company paid $1.2 million, $1.8 million, and $1.1 million, respectively. In addition, the Company has agreements with other affiliated physicians providing for per diem payments for medical director services. Payments under these arrangements were not significant.

F-40

NOTE 14—QUARTERLY FINANCIAL DATA

        The following table presents unaudited quarterly information (dollars in thousands except per share amounts):

	2003 Quarter Ended												2002 Quarter Ended
	Dec 31			Sep 30			Jun 30			Mar 31			Dec 31			Sep 30			Jun 30			Mar 31
Revenue	$	518,003		$	509,100		$	491,412		$	447,210		$	428,504		$	418,293		$	410,819		$	391,285
Income (loss) from operations		35,723			33,951			33,425			31,342			(4,769	)		(48,577	)		(9,318	)		27,592
Other expense		(4,757	)		(4,667	)		(4,952	)		(5,132	)		(5,539	)		(4,189	)		(6,121	)		(5,442	)
Loss on early extinguishment of debt		—			—			—			—			—			—			—			(13,633	)
Net income (loss)		18,889			17,863			17,653			16,250			(5,430	)		(36,207	)		(9,572	)		5,281
Net income (loss) per share—basic(1)	$	0.22		$	0.20		$	0.19		$	0.17		$	(0.06	)	$	(0.37	)	$	(0.10	)	$	0.05
Net income (loss) per share—diluted(1)	$	0.21		$	0.20		$	0.19		$	0.17		$	(0.06	)	$	(0.37	)	$	(0.10	)	$	0.05

(1)

Earnings per share are computed independently for each quarter presented. Therefore, the sum of the quarterly earnings per share may not equal the total computed for the year. The following financial statements are unaudited.

F-41

The following financial statements are unaudited.

F-42

CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

US ONCOLOGY, INC.

CONDENSED CONSOLIDATED BALANCE SHEET

(in thousands)
(unaudited)

			Predecessor			Successor
			December 31, 2003			September 30, 2004
ASSETS
Current assets:
	Cash and equivalents		$	124,514		$	66,926
	Accounts receivable			304,507			318,623
	Other receivables			47,738			75,801
	Prepaid expenses and other current assets			18,451			27,369
	Inventories			7,481			34,957
	Deferred income tax			—			3,851
	Due from affiliates			43,629			48,250
		Total current assets		546,320			575,777
Property and equipment, net				356,125			375,795
Service agreements, net				239,108			307,007
Deferred income taxes				10,915			—
Goodwill				8,497			704,275
Other assets				14,054			49,363
			$	1,175,019		$	2,012,217
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
	Current maturities of long-term indebtedness		$	79,748		$	10,613
	Accounts payable			160,628			237,634
	Due to affiliates			64,052			115,920
	Accrued compensation cost			26,316			24,524
	Income taxes payable			19,810			10,174
	Other accrued liabilities			41,847			55,052
		Total current liabilities		392,401			453,917
Deferred revenue				5,349			7,128
Deferred income tax				—			35,889
Long-term indebtedness				188,412			981,279
		Total liabilities		586,162			1,478,213
Minority interest				10,497			10,567
Commitments and contingencies (Note 14)
Stockholders' equity:
	Preferred Stock, $.01 par value, 1,500 (predecessor) shares authorized, none issued and outstanding
	Series A Preferred Stock, $.01 par value, 500 (predecessor) shares authorized and reserved, none issued and outstanding
	Common Stock, $.01 par value, 250,000 (predecessor) shares authorized, 95,301 (predecessor) issued, 83,363 (predecessor) outstanding and $.01 par value, 100 shares issued and outstanding (successor)			953			1
	Additional paid in capital			473,800			518,703
	Common Stock to be issued, approximately 2,102 shares (predecessor)			21,146			—
	Treasury Stock, 11,938 shares (predecessor)			(102,367	)		—
	Retained earnings			184,828			4,733
		Total stockholders' equity		578,360			523,437
			$	1,175,019		$	2,012,217

The accompanying notes are an integral part of this statement.

F-43

US ONCOLOGY, INC.

CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS
AND COMPREHENSIVE INCOME

(in thousands)
(unaudited)

		Predecessor						Successor
		Nine Months Ended September 30, 2003			Period from January 1, 2004 through August 20, 2004			Period from August 21, 2004 through September 30, 2004
Product revenues		$	860,019		$	901,616		$	149,271
Service revenues			587,703			524,238			103,845
	Total revenues		1,447,722			1,425,854			253,116
Cost of product			818,258			839,774			144,764
Costs of services:
	Field compensation and benefits		264,658			244,168			42,928
	Other field costs		158,207			144,200			25,450
	Depreciation and amortization		38,717			37,375			6,436
Total costs of services			461,582			425,743			74,814
Total costs of product and services			1,279,840			1,265,517			219,578
General and administrative expense			51,163			40,676			7,482
Impairment, restructure and other			1,752			—			—
Merger related charges			—			9,625			6,425
Depreciation and amortization			16,249			13,198			2,483
			1,349,004			1,329,016			235,968
Income from operations			98,718			96,838			17,148
Other income (expense):
	Interest expense, net		(14,751	)		(10,931	)		(9,069	)
	Loss on early extinguishment of debt		—			(38,272	)		—
	Other income		—			622			—
Income before income taxes			83,967			48,257			8,079
Income tax provision			(32,200	)		(21,939	)		(3,346	)
Net income and comprehensive income		$	51,767		$	26,318		$	4,733

The accompanying notes are an integral part of this statement.

F-44

US ONCOLOGY, INC.

CONDENSED CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY

(in thousands)
(unaudited)

	Shares Issued	Par Value		Additional Paid-In Capital			Common Stock to Be Issued			Treasury Stock Cost			Retained Earnings		Total
Predecessor:
Balance at December 31, 2003	95,301	$	953	$	473,800		$	21,146		$	(102,367	)	$	184,828	$	578,360
Delivery from Treasury of common stock to be issued	—		—		905			(7,699	)		6,795			—		1
Disaffiliation transactions value of shares to be issued	—		—		(333	)		(4,356	)		4,436			—		(253	)
Exercise of options to purchase common stock	—		—		32			—			18,694			—		18,726
Tax benefit from exercise of non-qualified stock options	—		—		3,263			—			—			—		3,263
Issuance of Common Stock options to affiliates	—		—		565			—			—			—		565
Purchase of Treasury stock	—		—		—			—			(4,247	)		—		(4,247	)
Net income for the period January 1, 2004 through August 20, 2004	—		—		—			—			—			26,318		26,318
Balance at August 20, 2004	95,301	$	953	$	478,232		$	9,091		$	(76,689	)	$	211,146	$	622,733
Successor:
Capitalization of successor company at August 20, 2004	100	$	1	$	518,703		$	—		$	—		$	—	$	518,704
Net income for the period August 21 through September 30, 2004	—		—		—			—			—			4,733		4,733
Balance at September 30, 2004	100	$	1	$	518,703		$	—		$	—		$	4,733	$	523,437

The accompanying notes are an integral part of this statement.

F-45

US ONCOLOGY, INC.

CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS

(in thousands)
(unaudited)

			Predecessor					Successor
			Nine Months Ended September 2003			Period from January 1, 2004 through August 20, 2004		Period from August 21, 2004 through September 30, 2004
Cash flows from operating activities:
Net income			$	51,767		26,318		$	4,733
Non cash adjustments:
	Depreciation and amortization			54,966		50,573			8,919
	Impairment, restructuring and other charges			1,752		—			—
	Deferred income taxes			29,922		7,371			5,556
	Non-cash compensation expense			233		65			921
	Non-cash items			—		(105	)		—
	Undistributed earnings (losses) in joint ventures			(785	)	(20	)		90
	Loss on early extinguishment of debt, net			—		38,272			—
Cash provided (used) by changes in:
	Accounts receivable			(5,693	)	(39,151	)		25,035
	Prepaids and other current assets			(1,433	)	(28,352	)		(8,629	)
	Inventories			26,531		(5,721	)		(21,755	)
	Accounts payable			(10,579	)	35,525			41,480
	Due from/to affiliates			36,841		23,578			23,669
	Income taxes receivable/payable			(8,612	)	14,003			(25,931	)
	Other accrued liabilities			3,397		9,689			3,503
	Other assets			7,463		(396	)		1,735
Net cash provided by operating activities				185,770		131,649			59,326
Cash flows from investing activities:
	Acquisition of property and equipment			(63,059	)	(50,339	)		(7,205	)
	Net proceeds from sale of assets			1,581		—			—
		Net cash used by investing activities		(61,478	)	(50,339	)		(7,205	)

The accompanying notes are an integral part of this statement.

F-46

			Predecessor						Successor
			Nine Months Ended September 2003			Period from January 1, 2004 through August 20, 2004			Period from August 21, 2004 through September 30, 2004
Cash flows from financing activities:
	Equity investment by parent			—			—			303,375
	Proceeds from Senior Subordinated Notes			—			—			575,000
	Proceeds from other indebtedness			—			—			400,000
	Repayment of Credit Facility			—			—			—
	Repayment of Senior Secured Notes			—			—			—
	Repayment of other indebtedness			(16,039	)		(10,336	)		(238,503	)
	Debt financing costs			—			—			(50,045	)
	Net payments in lieu of stock issuance upon contract separations			(845	)		—			(12,033	)
	Proceeds from exercise of stock options			4,185			18,726			—
	Purchase of Treasury Stock			(61,200	)		(4,247	)		—
	Purchase of common stock and outstanding options			—			—			(1,172,956	)
		Net cash provided (used) by financing activities		(73,899	)		4,143			(195,162	)
Increase (decrease) in cash and equivalents				50,393			85,453			(143,041	)
Cash and equivalents:
	Beginning of period			75,029			124,514			209,967
	End of period		$	125,422		$	209,967		$	66,926
Interest paid				19,389			19,303			75
Income taxes paid				11,412			667			(9,139	)

The accompanying notes are an integral part of this statement

F-47

US ONCOLOGY, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(unaudited)

NOTE 1—BUSINESS AND ORGANIZATION

        On March 20, 2004, US Oncology Holdings, Inc. ("Holdings") (which was formerly known as Oiler Holding Corp.) and its wholly owned subsidiary, Oiler Acquisition Corp., entered into a merger agreement with US Oncology (the "Company") pursuant to which Oiler Acquisition Corp. was to be merged with and into US Oncology, with US Oncology continuing as the surviving corporation.

        On August 20, 2004, the merger transaction was consummated and US Oncology became a wholly owned subsidiary of Holdings. The merger transaction was valued at approximately $1.6 billion. In the transaction, all of the former stockholders of US Oncology (other than Welsh, Carson, Anderson & Stowe IX, L.P., or WCAS IX, its affiliates, and certain members of management and continuing shareholders) received $15.05 per share in cash for common stock of US Oncology. Holders of stock options issued by the Company received cash equal to (a) $15.05 minus the exercise price of the option multiplied by (b) the number of shares subject to the options. Physicians who were entitled to receive shares of common stock at future dates as part of the consideration for affiliating with the Company instead received $15.05 per share of such stock, in cash, at the time of the merger. After the merger, US Oncology's common stock was delisted from the NASDAQ Stock Market and US Oncology became a private company. The merger and related transactions are referred to in this report as the "Transactions."

        The funds necessary to consummate the Transactions were approximately $1,570.5 million, including approximately $1,185.0 million to pay the then current stockholders, option holders and holders of outstanding rights to receive shares of US Oncology common stock pursuant to delayed share delivery agreements and all amounts due under the merger agreement, approximately $281.1 million to repay existing indebtedness and approximately $104.4 million to pay related fees of approximately $50.1 million and expenses of approximately $54.3 million. Prior to the merger, 14,307,501 shares of US Oncology common stock then owned by WCAS IX and its affiliates, valued at $215.3 million, were contributed to Holdings in exchange for shares of our common and preferred participating stock in Holdings. Upon consummation of the merger, those shares were cancelled without payment of any merger consideration. The Transactions were financed by:

•

a cash common and preferred equity investment in Holdings by WCAS IX and its related equity investors of $303.4 million, which funds were contributed to US Oncology;



•

the borrowing by US Oncology of $400.0 million in term loans under its senior secured credit facility;



•

$245.0 million of cash on hand at the closing date; and



•

the issuance by US Oncology of $300.0 million aggregate principal amount senior notes and $275.0 million aggregate principal amount of senior subordinated notes.

        In addition, WCAS Management Corporation, an affiliate of WCAS IX, received a one time fee of $17.3 million at the consummation of the transactions and was reimbursed by the Company for out-of-pocket expenses in the amount of $1.3 million.

        The August Transaction was accounted for under the purchase method of accounting prescribed in Statement of Financial Accounting Standards No. 141, "Business Combination," (SFAS No. 141), with intangible assets recorded in accordance with SFAS No. 142, "Goodwill and Other Intangible Assets" (SFAS No. 142). The purchase price, including transaction related fees, was allocated to the Company's tangible and identifiable intangible assets and liabilities based upon estimates of fair value, with the

F-48

remainder allocated to goodwill. In accordance with the provisions of SFAS No. 142, the Company recorded goodwill for which no amortization will be recorded (dollars in millions).

        Generally accepted accounting principles require that any amounts recorded or incurred (such as goodwill or debt) by our parent as a result of the Transactions be "pushed down" and recorded on our financial statements. The following table summarizes the preliminary allocation of the Transactions.

Cash and equity contributed by WCAS	$	518.7
Total liabilities assumed		1,338.0
Fair value of assets acquired (excluding goodwill)		(1,152.4	)
Excess purchase price (goodwill)	$	704.3

        The allocation of the purchase price is preliminary, while the Company continues to obtain the information to determine the fair value of the assets acquired and the liabilities assumed.

NOTE 2—BASIS OF PRESENTATION

        The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with generally accepted accounting principles for interim financial reporting and in accordance with Rule 10.01 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. In the opinion of management, the unaudited condensed consolidated financial statements contained in this report reflect all adjustments that are normal and recurring in nature and considered necessary for a fair presentation of the financial position and the results of operations for the interim periods presented. The preparation of the Company's financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses, as well as disclosures on contingent assets and liabilities. Because of inherent uncertainties in this process, actual future results could differ from those expected at the reporting date. The unaudited condensed consolidated financial statements, notes and other information included in this form financial report should be read in conjunction with the financial statements and the accompanying notes included in the Companys' Form 10-K filed with the Securities and Exchange Commission on March 12, 2004, as amended.

        Previously reported financial information has been reclassified to conform to the 2004 presentation. Such reclassifications did not affect the Company's financial condition, net income or cash flows.

NOTE 3—REVENUES

        The Company provides the following services to physician practices: medical oncology services, cancer center services, and cancer research services. The Company currently earns revenue from physician practices under two models, the physician practice management (PPM) model, and the service line model. Under the PPM model, the Company enters into long term agreements with affiliated practices to provide comprehensive services, including all those described above, and the practices pay the Company a service fee and reimburse all expenses. Under the service line model,

F-49

medical oncology services and cancer research services are offered by the Company under separate agreements for each service line.

        The Company derives revenue primarily in four areas:

•

PPM service fee revenues.    Under the PPM model, the Company recognizes revenues derived from amounts it bills and collects on behalf of affiliated practices, which are reduced by the amounts retained by those practices under its contracts. PPM service fee revenue is recorded when services are rendered based on established or negotiated rates reduced by contractual adjustments and allowances for doubtful accounts and by the amounts retained by practices. Differences between estimated contractual adjustments and final settlements are reported in the period when final settlements are determined.



•

Service line fees.    In the medical oncology services area under the Company's service line agreements, the Company bills practices on a monthly basis for services rendered. These revenues include payment for all of the pharmaceutical agents used by the practice for which the Company must pay the pharmaceutical manufacturers, and a service fee for the pharmacy related services the Company provides.



•

GPO and data fees.    The Company receives fees from pharmaceutical companies for acting as a group purchasing organization (GPO) for its affiliated practices, as well as for providing informational and other services to pharmaceutical companies. GPO fees are typically based upon the volume of drugs purchased by the practices. Fees for other services include amounts paid for data the Company collects and compiles.



•

Research fees.    The Company receives fees for research services from pharmaceutical and biotechnology companies. These fees are separately negotiated for each study and typically include a management fee, per patient accrual fees and fees for achieving various study milestones.

        A portion of the Company's revenue under its PPM arrangements and its revenue under service line arrangements with affiliated practices are derived from sales of pharmaceutical products and are reported as product revenues. The Company's remaining revenues under its PPM arrangements and its revenues from GPO fees, data fees and research fees are reported as service revenues. Physician practices that enter into comprehensive service agreements with the Company receive a broad range of services and receive pharmaceutical products. These products and services represent multiple deliverables delivered under a single contract, with a single fee. The Company has analyzed the component of the contract attributable to the provision of products (pharmaceuticals) and the component of the contract attributable to the provision of services and attributed fair value to each component. For revenue recognition purposes, the product revenues and service revenues have each been accounted for as a separate unit of accounting under the guidance in Emerging Issues Task Force Issue No. 00-21, "Revenue Arrangements With Multiple Deliverables" ("EITF 00-21"). Adoption of EITF 00-21 did not have an impact on the Company's revenues or net income.

        Product revenues consist of sales of pharmaceuticals to practices in connection with the Company's comprehensive service agreements under the PPM model or under the Company's pharmaceutical services service line. Under all our arrangements with affiliated practices, we agree to furnish the

F-50

practice with pharmaceuticals and supplies. In certain cases, the Company takes legal title to the pharmaceuticals and resells them to practices. In other cases, title to the pharmaceuticals passes directly from the Company's distributor to the practices under arrangements negotiated and managed by the Company pursuant to its service agreements with practices. The Company has analyzed its contracts with physician practices and vendors and distributors of pharmaceutical products purchased pursuant to its arrangements with affiliated practices and has determined that, in all cases, it acts as a principal within the meaning of EITF No. 99-19, "Reporting Gross Revenue as a Principal vs. Net as an Agent." For this reason, the Company recognizes the gross amounts from pharmaceuticals as product revenue because the Company (a) has separate contractual relationships with affiliated practices and with vendors and distributors of pharmaceutical products under which it is the primary obligor, and has discretion to select those vendors (b) is physically responsible for negotiating, managing, ordering and processing the pharmaceuticals until they are used by affiliated practices, (c) bears the carrying cost and maintains the equipment, staff and facilities used to manage the inventory of pharmaceuticals, (d) manages the overall pharmaceutical program, including management of admixture and implementation of programs to minimize waste, improve charge capture, and otherwise increase the efficiency of the operations of affiliated practices, and (e) bears credit risk for the amounts due from the affiliated practice.

        Because the Company acts as principal, product revenues are recognized at an amount equal to (a) the cost of the pharmaceutical (which is reimbursed to the Company pursuant to all of its contractual arrangements with physician practices) plus (b) an additional amount. Under the service line model, this additional amount is the actual amount charged to practices under the service line model since all of the services provided under the service line model are directly related to and not separable from the delivery of the products. Under the PPM model, the contracts do not provide for a separate fee for supplying pharmaceuticals other than reimbursement of the cost of pharmaceuticals. Accordingly, the additional amount included in product revenue reflects the Company's estimate of the portion of its service fee that represents fair value relative to product sales. The portion of the service fee allocated to product revenue is based upon the terms upon which the Company offers pharmaceutical services under its service line model. The Company assesses this allocation on a quarterly basis based upon prevailing service line fees in effect during the quarter. The Company provides the same services related to delivery and management of pharmaceutical products under its PPM agreements as under its service line model agreements. Accordingly, the Company believes this allocation is appropriate. Discounts and rebates are deducted from product revenues because they are passed through to the Company's affiliated practices.

        Under the Company's PPM arrangements, product revenues are recognized as drugs are accepted and dispensed by affiliated physician practices. Service fee revenues are recognized when the fees are deemed fixed and realizable at the time services are rendered based upon established or negotiated rates, less contractual adjustments, allowances and amounts to be retained by affiliated practices.

        Under its PPM arrangements, fees are paid to the Company on a monthly basis. On a quarterly basis, the Company makes adjustments to its fees to reconcile prior estimates to actual amounts. Adjustments are recognized as increases or reductions in revenue in the period they become known. Historically, the effect of these adjustments has not been material. Upon termination of a contract, such reconciliation would occur effective upon termination of the contract.

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        In a minority of the Company's PPM arrangements, if the affiliated practice were to incur losses prior to the payment of any physician compensation during a quarter, the Company would be required to bear a portion of those losses up to the amount of the performance-based portion of our fee recognized in previous quarters during the year. This reduction would be reported as a reduction in fees from that practice in the quarter during which such losses were incurred. Historically, no practice has incurred such losses resulting in such a reduction.

        For the period of July 1, 2004 through August 20, 2004 (predecessor) and August 21, 2004 through September 30, 2004 (successor) 42.1%, and for the three months ended September 30, 2003, 41.7% of the affiliated practices net patient revenue was derived from services provided under the Medicare program and approximately 2.6% of their net patient revenue was derived from services provided under the state Medicaid programs in both periods. For both the aggregate period January 1, 2004 through August 20, 2004 (predecessor) and August 21, 2004 through September 30, 2004 (successor) and the nine month period ended September 30, 2003, approximately 41.5% of the PPM practices' net patient revenue was derived from Medicare payments. Capitation revenues were less than 1% of total net patient revenue in 2004 and 2003. Changes in the payor reimbursement rates, particularly Medicare and Medicaid due to its concentration, or affiliated practices' payor mix can materially and adversely affect the Company's revenues.

        The Company's most significant service agreement, which is the only service agreement to provide more than 10% of revenues, is with Texas Oncology, P.A. (TOPA). TOPA accounted for 25% of the Company's total revenues for the period July 1, 2004 through August 20, 2004 (predecessor) and August 21, 2004 through September 30, 2004 (successor) and approximately 24% of total revenues in the third quarter of 2003.

NOTE 4—PREDECESSOR STOCK-BASED COMPENSATION

        Prior to the merger, the Company maintained various stock option plans. The Company accounts for these plans under the recognition and measurement principles of Accounting Principles Board Opinion No. 25, "Accounting for Stock Issued to Employees," and related interpretations. Stock based employee compensation costs for options granted under those plans with exercise prices less than the market value of the underlying Common Stock on the date of the grant are insignificant for the three and nine months ended September 30, 2004 and 2003.

        Prior to the merger, the Company also provided a stock option plan to non-employee affiliates, which is accounted for using fair value based accounting with compensation expense being recognized over the respective vesting period. The Company recognized no expense for the period of July 1, 2004 through August 20, 2004 (predecessor) and August 21, 2004 through September 30, 2004 (successor) and $0.4 million for the three months ended September 30, 2003. The Company recognized $0.5 million and $1.2 million for the period of January 1, 2004 through August 20, 2004 (predecessor) and August 21, 2004 through September 30, 2004 (successor), and the nine months ended September 30, 2003, respectively. The following table illustrates the effect on net income if the Company had applied the fair value recognition provisions of FASB Statement No. 123, "Accounting

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for Stock-Based Compensation," to stock-based employee compensation (in thousands, except per share data):

	Predecessor						Successor
	Three months ended September 30, 2003			Period from July 1, 2004 through August 20, 2004			Period from August 21, 2004 through September 30, 2004
Net income (loss), as reported	$	17,863		$	(18,349	)	$	4,733
Less: total stock-based employee compensation expense determined under fair value based method for all awards, net of related income taxes		(1,585	)		(2,674	)		—
Pro forma net income (loss)	$	16,278		$	(21,023	)	$	4,733

	Predecessor						Successor
	Three months ended September 30, 2003			Period from July 1, 2004 through August 20, 2004			Period from August 21, 2004 through September 30, 2004
Net income, as reported	$	51,767		$	26,318		$	4,733
Less: total stock-based employee compensation expense determined under fair value based method for all awards, net of related income taxes		(4,864	)		(15,390	)		—
Pro forma net income	$	46,903		$	10,928		$	4,733

        All stock options under the plans described above were canceled in connection with the Transactions. Stock option holders received a cash payment equal to (i) $15.05 minus the exercise price of the option multiplied by (ii) the number of unexercised shares subject to the option (whether vested or not).

NOTE 5—US ONCOLOGY HOLDINGS, INC.

Compensation Plans

        Holdings, the Company's parent, adopted the US Oncology Holdings, Inc. 2004 Equity Incentive Plan, which we refer to as the equity incentive plan. The equity incentive plan provides for grants of stock options and restricted stock of Holdings. The total number of shares of common stock for which options may be granted under the equity incentive plan is 3,933,595 shares of common stock of Holdings. Shares of common stock related to expired or terminated options may again be subject to an option or award under the equity incentive plan, subject to any limitation required by the United States Internal Revenue Code of 1986, as amended, or the Code. The equity incentive plan provides for the

F-53

grants of incentive stock options, within the meaning of Section 422 of the Code, to selected employees and other persons providing services to US Oncology and for grants of non-qualified stock options and awards. The total number of shares of common stock which may be granted as restricted stock awards under the equity incentive plan is 22,290,371 shares of common stock of Holdings. The purpose of the equity incentive plan is to attract and retain the best available personnel, provide additional incentives to the Company's employees and consultants and promote the success of our business. Because the plan is for the benefit of US Oncology, any expenses related to awards under the plan are reflected in the Company's financial statements. A committee of not less than two persons appointed by the board of directors of Holdings administers the equity incentive plan. If no such committee is appointed, the board of directors serves as the administrator and has all authority and obligations under the equity incentive plan. The administrator has the sole discretion to grant options to employees and to determine the terms of awards and options granted under the plan. Incentive and non-qualified stock options, however, are not transferable other than by will or the laws of descent and distribution and are not issued at an exercise price less than the fair market value of the underlying shares.

        The Company has elected to follow APB 25, and the related interpretations in accounting for its employee stock options because, as discussed below, the alternative fair value accounting provided for under SFAS No. 123, requires use of option valuation models that were not developed for use in valuing employee stock options. Under APB 25, because the exercise price of the Company's employee stock options is equal to or greater than the fair value of the underlying stock on the date of grant, no compensation expense is recognized. See Note 15 for a discussion of new guidance relating to FASB Statements Nos. 123 and 95 relating to stock based compensation that will go into effect in 2005.

        In addition, Holdings has adopted the US Oncology Holdings, Inc. 2004 Long-Term Cash Incentive Plan, which is referred to as the Cash Incentive Plan. Under that Plan, which is administered by the compensation committee of the board of directors of Holdings, awards granted to participants provide for cash payments upon a qualified initial public offering or change in control of Holdings. Cash payments are payable to participants based upon certain performance objectives for the Company, as set forth in the terms, conditions and other provisions of the awards under the cash plan. The cash plan will terminate following the payment in full of all payments payable upon a qualified initial public offering or change of control of Holdings.

Capital Stock of Holdings

        All of the Company's capital stock is owned by US Oncology Holdings, Inc. ("Holdings"). The capital stock of Holdings consists of 250,000,000 shares of common stock and 15,000,000 shares of participating preferred stock. As of September 30, 2004, there were outstanding 112,883,881 shares of Holdings common stock (including an aggregate 21,100,000 shares of Holdings common stock issued pursuant to restricted stock awards granted to members of the Company's management) and 13,111,983 shares of Holdings participating preferred stock. Based on current performance such an event would require the Company to record an expense of approximately $28.0 million.

Common Stock

        Holders of Holdings common stock are entitled to one vote per share on all matters submitted to a vote of stockholders, including the election of directors, subject to the rights of holders of participating preferred stock to elect directors. Dividends cannot be paid on Holdings common stock without the consent of holders of a majority of Holdings participating preferred stock. Upon any liquidation, dissolution or winding up of Holdings, subject to the rights of the holders of Holdings participating preferred stock, holders of Holdings common stock will be entitled to share ratably in Holdings' assets legally available for distribution to stockholders in such event.

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Participating Preferred Stock

        The participating preferred stock is entitled to receive cumulative preferred dividends on a non-cash accrual basis at a rate equal to 7% per annum, compounded quarterly. Such dividends will not be eligible to be paid in cash until a liquidation event, a qualified public offering or a change of control transaction, each as described below. Dividends cannot be paid on the common stock without the consent of holders of a majority of the participating preferred stock. If a dividend is paid on the common stock, each share of participating preferred stock shall receive an amount equal to the amount payable with respect to such dividend on one (subject to adjustment) share of common stock. Special dividends may be paid to holders of participating preferred stock when and if declared by Holdings' board of directors out of funds legally available therefore.

        Upon any liquidation, dissolution or winding-up of Holdings, each share of participating preferred stock shall be entitled to receive: (i) $32.00 plus the total amount of accrued dividends on such share (such amount being referred to as the "accreted value" per share), plus (ii) the amount payable in connection with such liquidation, dissolution or winding-up of Holdings with respect to one (subject to adjustment) share of common stock. Consent of holders of a majority of the participating preferred stock will be required to pay such preferred liquidation amounts other than in cash. Thereafter, holders of participating preferred stock participate ratably with the holders of common stock in any distribution of the remaining assets of the company, or proceeds thereof, available for distribution to the stockholders of the company based on the number of shares of common stock then outstanding (assuming for such purposes that each share of participating preferred stock was converted into one (subject to adjustment) share of common stock immediately prior to such liquidation, dissolution or winding-up of the company even though such conversion does not actually occur).

        Upon the consummation of a registered underwritten public offering of common stock yielding gross proceeds to Holdings of not less than $100 million:

i.

the total accreted value per share of participating preferred stock shall convert to common stock through the issuance of an equivalent value of common stock based on the public offering price of the common stock and shall be redeemed by Holdings to the extent the public offering (and any related financings) result in sufficient cash for Holdings to pay the redemption price per share and meet Holdings' other financial obligations; and



ii.

Holdings shall also issue one (subject to adjustment) share of common stock for each share of participating preferred stock then outstanding. If the holders of not less than a majority of the participating preferred stock so elect, accrued dividends on the participating preferred stock will be paid in cash at the time of conversion rather than converted into common stock.

        The participating preferred stock is mandatorily redeemable upon a sale of all or substantially all of Holdings' assets or other change of control transactions at a price per share equal to (i) accreted value per share plus (ii) the issuance of one share of common stock for each share of participating preferred stock then outstanding (such newly issued shares of common stock to receive the same consideration as the other shares of common stock then outstanding for purposes of such change of control transaction).

        The holders of participating preferred stock will vote together with the holders of the common stock (other than in director elections), with each share of participating preferred stock having voting

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rights equivalent to one share of common stock, except that the holders of participating preferred stock, voting as a separate class, are entitled to elect two (2) members of the board of directors.

NOTE 6—INTANGIBLE ASSETS

        The fair value of the identifiable intangibles acquired and the amount of goodwill recorded as a result of the Transactions was determined based on a valuation completed by an independent third-party valuation firm. While the Company continues to obtain the information to determine the fair value of the intangible assets acquired and the amount of goodwill recorded as a result of the Transactions, the allocation of the purchase price is preliminary. Although the allocation of the purchase price is preliminary and subject to adjustment when the Company obtains final information, management believes that any adjustments will not be material in relation to the Company's Consolidated Financial Statements other than reclassification between other identifiable assets and goodwill. Intangible assets and the related accumulated amortization and amortization periods are set forth below (dollars in thousands):

	Service Agreement			Non-Compete
Balance at January 1, 2004 (predecessor)	$	239,108		$	7,644
Amortization for the period from January 1, 2004 through August 20, 2004		(8,430	)		(331	)
Balance at August 20, 2004 (predecessor)		230,678			7,313
Adjustment for new basis		77,275			—
Amortization for the period from August 21, 2004 through September 30, 2004		(946	)		(57	)
Balance at September 30, 2004 (successor)	$	307,007		$	7,256
Range of amortization period in years		3-22			22

        As discussed in Note 1, the basis for the Company's service agreements have been adjusted to its fair market value as of August 21, 2004. The initial service agreements have 40-year terms that are noncancelable except for performance defaults. The Company historically had amortized these costs over 25 years prior to the transaction. In connection with the Transactions the Company estimated the useful life for the service agreements to be approximately 22 years and is amortizing the costs over 22 years for the period of August 21, 2004 through September 30, 2004. The annual amortization expense is estimated to be approximately $14.0 million.

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NOTE 7—GOODWILL

        As of January 1, 2004 and September 30, 2004, the Company's goodwill consisted of (in thousands):

	Goodwill
Balance at January 1, 2004 (predecessor)	$	8,497
Amortization for the period from January 1, 2004 through August 20, 2004		—
Balance at August 20, 2004 (predecessor)		8,497
Adjustment for new basis		695,778
Amortization for the period from August 21, 2004 through September 30, 2004		—
Balance at September 30, 2004 (successor)	$	704,275

        The August Transaction was accounted for under the purchase method of accounting prescribed in Statement of Financial Accounting Standards No. 141, "Business Combination," (SFAS No. 141), with intangible assets recorded in accordance with SFAS No. 142, "Goodwill and Other Intangible Assets" (SFAS No. 142). The purchase price, including transaction related fees, was allocated to the Company's tangible and identifiable intangible assets and liabilities based upon estimates of fair value, with the remainder allocated to goodwill. In accordance with the provisions of SFAS No. 142, the Company recorded goodwill for which no amortization will be recorded (dollars in millions). Goodwill is subject to periodic analysis to determine whether it has become impaired. Any such impairment would result in a charge being recognized by the Company.

NOTE 8—PROPERTY AND EQUIPMENT

        As of December 31, 2003 and September 30, 2004, respectively, the Company's property and equipment consisted of the following (in thousands):

	Predecessor			Successor
	December 31, 2003			September 30, 2004
Land	$	37,411		$	40,385
Furniture and equipment		365,292			137,873
Building and leasehold improvements		219,636			182,368
Construction in progress		43,995			20,031
		666,334			380,657
Less accumulated depreciation and amortization		(310,209	)		(4,862	)
	$	356,125		$	375,795

	Property and Equipment, net
Balance of January 1, 2004 (predecessor)	$	356,125
Additions and retirements, net		50,112
Depreciation for the period from January 1, 2004 through August 20, 2004		(40,216	)
Balance at August 20, 2004 (predecessor)		366,021
Adjustment for new basis		9,050
Additions and retirements, net		6,805
Depreciation for the period from August 21, 2004 through September 30, 2004		(6,081	)
Balance at September 30, 2004 (successor)	$	375,795

        As discussed in Note 1, the basis for the Company's fixed assets has been adjusted to its fair market value as of August 21, 2004.

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NOTE 9—INDEBTEDNESS

        As of December 31, 2003 and September 30, 2004, respectively, the Company's long-term indebtedness consisted of the following (in thousands):

	Predecessor			Successor
	December 31, 2003			September 30, 2004
Credit Facility	$	—		$	—
Term Loan		—			399,000
9.0% Senior Notes due 2012		—			300,000
10.75% Senior Subordinated Notes due 2014		—			275,000
9.625% Senior Subordinated Notes due 2012		175,000			3,000
Lease facility		70,206			—
Subordinated notes		22,660			14,672
Capital lease obligations and other		294			220
		268,160			991,892
Less: current maturities		(79,748	)		(10,613	)
	$	188,412		$	981,279

        Summarized below are the principal terms of the agreements that govern the Company's outstanding indebtedness.

Senior Secured Credit Facility

        The Company's senior secured credit facility provides for senior secured financing of up to $560.0 million, consisting of

•

a $160.0 million revolving credit facility, none of which was drawn as of September 30, 2004, including both a letter of credit sub-facility and a swingline loan sub-facility, that will terminate August 20, 2010 and



•

a $400.0 million term loan facility with a maturity of seven years that was drawn in full in connection with the consummation of the Transactions.

        The interest rates applicable to loans, other than swingline loans, under the senior secured credit facility are, at the Company's option, equal to either an alternate base rate or an adjusted LIBO rate for a one, two, three or six month interest period chosen by us (or a nine or 12 month period if all lenders agree to make an interest period of such duration available) in each case, plus an applicable margin percentage. Swingline loans bear interest at the interest rate applicable to alternate base rate revolving loans.

        The alternate base rate is the greater of (1) the prime rate or (2) one-half of 1% over the weighted average of the rates on overnight Federal funds transactions as published by the Federal Reserve Bank of New York. The adjusted LIBO rate is based upon settlement rates in the London interbank market. Currently, the applicable margin percentage is a percentage per annum equal to (1) 1.75% for alternate base rate term loans, (2) 2.75% for adjusted LIBO rate term loans, (3) 1.50% for alternate base rate revolving loans and (4) 2.50% for adjusted LIBO rate revolving loans. Following

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the delivery to the lenders of the Company's financial statements for the fiscal year ended December 31, 2004, the applicable margin percentage under the revolving credit facility and term loan facility will be subject to adjustment based upon the ratio of the Company's total indebtedness to the Company's consolidated EBITDA.

        On the last business day of each calendar quarter the Company is required to pay each lender a commitment fee in respect of any unused commitments under the revolving credit facility. The commitment fee is currently 0.50% and is subject to adjustment based upon the ratio of the Company total indebtedness to the Company's consolidated EBITDA.

        Beginning September 2004, the senior secured credit facility requires scheduled quarterly payments on the term loans each equal to $1.0 million for the first six years, with the balance paid in four equal quarterly installments thereafter.

        Subject to exceptions, the senior secured credit facility requires mandatory prepayments of term loans in amounts equal to:

•

100% of the net cash proceeds from asset sales that are not reinvested by us within a specified period,



•

50% of the net cash proceeds from the issuance of certain equity securities by US Oncology or Holdings,



•

100% of the net cash proceeds from the issuance of certain debt securities by US Oncology or Holdings, and



•

75% (subject to reduction based upon the ratio of the Company's total indebtedness to the Company's consolidated EBITDA) of the Company's annual excess cash flow.

        Voluntary prepayments of loans under the senior secured credit facility and voluntary reductions of revolving credit commitments are permitted, in whole or in part, in minimum amounts without premium or penalty, other than customary breakage costs with respect to adjusted LIBO rate loans.

        Indebtedness under the senior secured credit facility is guaranteed by all of the Company's current restricted subsidiaries, all of the Company's future restricted subsidiaries and by Holdings and is secured by a first priority security interest in substantially all of the Company's existing and future real and personal property, including accounts receivable, inventory, equipment, general intangibles, intellectual property, investment property, cash and a first priority pledge of the Company's capital stock and the capital stock of the guarantor subsidiaries.

        The senior secured credit facility requires the Company to comply on a quarterly basis with certain financial covenants, including an interest coverage ratio test and a maximum leverage ratio test, which financial covenants will become more restrictive over time. In addition, the senior secured credit facility includes various negative covenants, including with respect to indebtedness, liens, investments, permitted businesses and transactions and other matters, as well as certain customary representations and warranties, affirmative covenants and events of default, including payment defaults, breach of representations and warranties, covenant defaults, cross defaults to certain indebtedness, certain events of bankruptcy, certain events under ERISA, material judgments, actual or asserted failure of any guaranty or security document supporting the senior secured credit facility to be in full force and effect

F-59

and change of control. If such an event of default occurs, the lenders under the senior secured credit facility are entitled to take various actions, including the acceleration of amounts due under the senior secured credit facility and all actions permitted to be taken by a secured creditor. As of September 30, 2004, the Company is in compliance with all debt covenants.

Description of the US Oncology Senior Notes and Senior Subordinated Notes

        On August 20, 2004, Oiler Acquisition Corp. sold $300.0 million in aggregate principal amount of 9% senior notes due 2012 and $275.0 million in aggregate principal amount of 10³/4% Senior Subordinated Notes due 2014 to Citigroup Global Markets Inc., J.P. Morgan Securities Inc., Wachovia Capital Markets, LLC and Deutsche Bank Securities Inc., who are collectively refered to as the initial purchasers. Upon consummation of Oiler Acquisition Corp.'s merger with US Oncology, these notes became obligations of US Oncology and are referred to herein as the senior notes. The sale of the notes was exempt from registration under the Securities Act. The initial purchasers subsequently resold their notes to qualified institutional buyers pursuant to Rule 144A under the Securities Act and to non-U.S. persons outside the United States in reliance on Regulation S under the Securities Act.

        The senior notes mature on August 15, 2012 and bear interest at a rate of 9% per annum, payable semi-annually in arrears on February 15 and August 15, commencing on February 15, 2005. The senior notes are unconditionally guaranteed, jointly and severally and on an unsecured senior basis, by most of the Company's subsidiaries. The senior subordinated notes mature on August 15, 2014 and bear interest at a rate of 10³/4% per annum, payable semi-annually in arrears on February 15 and August 15, commencing on February 15, 2005. The senior subordinated notes are unconditionally guaranteed, jointly and severally and on an unsecured senior subordinated basis, by most of the Company's subsidiaries.

        On and after August 15, 2008 and 2009, the Company will be entitled at its option to redeem all or a portion of the senior notes and senior subordinated notes, respectively, at the following redemption prices (expressed in percentages of principal amount on the redemption date), plus accrued interest to the redemption date, if redeemed during the 12-month period commencing on August 15 of the years set forth below:

	Redemption Price
Period	Senior Notes		Senior Subordinated Notes
2008	104.500	%	—
2009	102.250	%	105.375	%
2010	100.000	%	103.583	%
2011	100.000	%	101.792	%
2012 & thereafter	100.000	%	100.000	%

        Prior to August 15, 2007, the Company may at its option on one or more occasions with the net cash proceeds received by us from certain equity offerings redeem the senior notes or senior subordinated notes in an aggregate principal amount not to exceed 35% of the aggregate principal amount originally issued at a redemption price (expressed as a percentage of principal amount on the redemption date) of 109.00% for the senior notes and 110.75% for the senior subordinated notes plus accrued and unpaid interest to the redemption date.

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        The Company is not required to make any mandatory redemption or sinking fund payments with respect to the senior notes or the senior subordinated notes. However, upon the occurrence of any change of control of the Company, each holder of senior notes or senior subordinated notes shall have the right to require the Company to repurchase such holder's notes at a purchase price in cash equal to 101% of the principal amount thereof on the date of purchase plus accrued and unpaid interest, if any, to the date of purchase.

        The indentures governing the senior notes and senior subordinated notes contain customary events of default and affirmative and negative covenants that, among other things, limit the Company's ability and the ability of its restricted subsidiaries to incur or guarantee additional indebtedness, pay dividends or make other equity distributions, purchase or redeem capital stock, make certain investments, enter into arrangements that restrict dividends from subsidiaries, transfer and sell assets, engage in certain transactions with affiliates and effect a consolidation or merger.

Registration Rights Agreement

        In connection with the offering of the senior notes and the senior subordinated notes by Oiler Acquisition Corp., Oiler Acquisition Corp. entered into a registration rights agreement with the initial purchasers. Under the terms of that agreement, it was agreed that US Oncology would:

•

file within 120 days of August 20, 2004 a registration statement with respect to an offer to exchange the existing senior notes and senior subordinated notes, for new registered notes of US Oncology having substantially identical terms, other than with respect to transfer restrictions and registration rights, referred to as subordinated exchange notes,



•

cause such registration statement to be declared effective prior to 210 days after August 20, 2004,



•

consummate such exchange offer within 240 days after August 20, 2004, and



•

file a shelf registration statement to cover resales of the existing senior notes and senior subordinated notes if US Oncology cannot effect such exchange offer and under certain other circumstances.

        If US Oncology fails to meet any of these requirements, it will constitute a default under the registration rights agreement and US Oncology would be required to pay additional interest on the senior notes and senior subordinated notes of up to 0.25% per annum for the first 90-day period after any such default. This default interest rate will increase by an additional 0.25% per annum with respect to each subsequent 90-day period until all defaults have been cured, up to a maximum additional interest rate of 1.0% per annum.

Non-Tendered Existing Senior Subordinated Notes

        The Company issued senior subordinated notes on February 1, 2002 in an original aggregate principal amount of $175,000,000. Interest on these notes accrues at 9⁵/8% per annum, with such interest payable semi-annually in arrears on each February 1 and August 1 to the holders of record of such notes as of each January 15 and July 15 prior to each such respective payment date.

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        In connection with the merger, the Company commenced a tender offer to acquire all of the Company existing 9⁵/8% senior subordinated notes due 2012, obtain holder consent to eliminate substantially all of the restrictive covenants and make other amendments to the indenture governing such notes. Pursuant to the debt tender offer, the Company offered to buy the Company existing 9⁵/8% senior subordinated notes due 2012 at a price up to $1,189.10 per $1,000.00 principal amount plus accrued and unpaid interest and sought consent to the proposed amendments. Upon the consummation of the August Transaction, the Company had acquired $172,000,000 in aggregate principal amount of the Company existing 9⁵/8% senior subordinated notes, representing approximately 98% of the outstanding principal amount of such notes.

Series D Subordinated Notes

        The subordinated notes were issued to physicians with whom we entered into service agreements. Substantially all of the subordinated notes outstanding at September 30, 2004 bear interest at 7%, are due in installments through 2007 and are subordinated to senior bank and certain other debt. If we fail to make payments under any of the notes, the respective practice can terminate the related service agreement.

Leasing facility

        The Company entered into a leasing facility in December 1997, under which a special purpose entity constructed and owned certain of the Company's cancer centers and leased them to the Company. The facility was funded by a syndicate of financial institutions and is secured by the property to which it relates and was repaid with the August Transaction. As of December 31, 2003, the Company had $70.2 million outstanding under the lease facility, and no further amounts were available under that facility. The lease was repaid in full at the time of the August Transaction.

Note 10—INCOME TAXES

        The Company's income tax (benefit) provision consisted of the following (in thousands):

		Period from January 1, 2004 through August 20, 2004		Period from August 21, 2004 through September 30, 2004
Income taxes:
	Current	$	14,568	$	(2,210	)
	Deferred		7,371		5,556
Total		$	21,939	$	3,346

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        Deferred income taxes are comprised of the following (in thousands):

		December 31, 2003			Period from January 1, 2004 through August 20, 2004			Period from August 21, 2004 through September 30, 2004
Deferred tax assets:
	Accrued expenses	$	9,413		$	9,970		$	6,779
	Service agreements and other intangibles		16,420			7,209			(22,704	)
	Allowance for bad debt		2,053			1,611			1,674
	Other		284			284			—
	Net operating loss		—			—			3,851
Deferred tax liabilities:
	Depreciation		(17,233	)		(15,508	)		(21,608	)
	Prepaid expenses		(22	)		(22	)		(30	)
Net deferred tax asset (liability)		$	10,915		$	3,544		$	(32,038	)

        In connection with the August 20, 2004 Transaction, the Company has adjusted deferred income taxes to reflect changes to the differences between the book and tax basis of assets. The changes result from the allocation of the purchase price and related transaction fees to the Company's tangible and identifiable intangible assets. The August 20, 2004 Transaction did not result in a change to the tax basis of the Company's assets. As the allocation is preliminary, the Company anticipates that additional adjustments may be required to the deferred tax balance as a result of the August 20, 2004 Transaction.

        The deferred tax balance at September 30, 2004 reflects the impact on deferred taxes of the purchase price adjustments detailed at Note 6 (Intangible Assets) and Note 8 (Property and Equipment).

NOTE 11—MERGER RELATED CHARGES AND EXTINGUISHMENT OF DEBT

        In connection with the Transactions the Company has recorded transaction costs. These merger related charges total $54.3 million; this includes loss on early extinguishment of debt of $38.3 million and merger related expenses of $16.1 million. Included in merger related charges are expenses such as legal costs $3.8 million, advisory fees of $6.0 million and other fees and expenses of $6.3 million. Merger related charges including early extinguishment of debt amounted to $47.9 million on the predecessor compared to $6.4 million on successor.

NOTE 12—CAPITALIZATION

        In August 2003, the Board of Directors of the Company authorized the repurchase of $50.0 million in shares of its common stock in public or private transactions. Through December 31, 2003, the Company had repurchased 5.2 million shares of its common stock for $45.3 million, at an average price of $8.70 per share. In January 2004, the Company repurchased 0.4 million shares of its Common Stock for $4.2 million at an average price of $10.78 per share, completing this authorization.

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        The table below sets forth the Company's Treasury Stock activity (shares in thousands):

	Shares
Treasury Stock shares as of January 1, 2004	11,938
Treasury Stock purchases	394
Treasury Stock issued in connection with affiliation transactions and exercise of employee stock options	(3,522	)
August Transactions	(8,810	)
Treasury Stock shares as of September 30, 2004	—

        As part of the August Transaction, common stock, preferred stock, stock options and delayed delivery shares of the predecessor were retired. On August 21, 2004 the Company was capitalized with rollover equity of $215.3 million and cash of $303.4 million.

NOTE 13—SEGMENT FINANCIAL INFORMATION

        The Company has adopted the provisions of FASB Statement of Financial Accounting Standards No. 131, "Disclosure About Segments of an Enterprise and Related Information" (FAS 131). FAS 131 requires the utilization of a "management approach" to define and report the financial results of operating segments. The management approach defines operating segments along the lines used by management to assess performance and make operating and resource allocation decisions.

        The Company has determined that its reportable segments are those that are based on the Company's method of internal reporting, which disaggregates its business by service line. The Company's reportable segments are medical oncology services, cancer center services, and other services which primarily consist of cancer research services. All of our product revenues result from the sale of pharmaceuticals under the medical oncology service business line. Under the medical oncology services segment, the Company purchases and manages specialty oncology pharmaceuticals and provides practice management services to medical oncology practices. Under the cancer center services segment, the Company develops and manages comprehensive, community-based cancer centers, which integrate all aspects of outpatient cancer care, from laboratory and radiology diagnostic capabilities to chemotherapy and radiation therapy. Under the other services segment, the Company contracts with pharmaceutical and biotechnology firms to provide a comprehensive range of services relating to clinical trials. Results of operations for the medical oncology services segment and other services segment include arrangements under both our PPM and service line models. We provide cancer center services only in PPM arrangements.

        Asset information by reportable segment is not reported since the Company does not produce such information internally.

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        The table below presents information about reported segments for the three and nine months ended September 30, 2004 and 2003 (in thousands):

	Predecessor
	Three Months Ended September 30, 2003
	Medical Oncology			Cancer Center Services			Other			Unallocated Corporate Expenses			Total
Product revenues	$	311,638		$	—		$	—		$	—		$	311,638
Service revenues		127,161			56,976			13,325			—			197,462
Revenues		438,799			56,976			13,325			—			509,100
Other operating expenses		(385,534	)		(38,320	)		(12,794	)		(21,314	)		(457,962	)
Depreciation and amortization		(57	)		(7,205	)		(252	)		(9,673	)		(17,187	)
Income (loss) from operations	$	53,208		$	11,451		$	279		$	(30,987	)	$	33,951

	Predecessor
	Period from July 1, 2004 through August 20, 2004
	Medical Oncology			Cancer Center Services			Other			Unallocated Corporate Expenses			Total
Product revenues	$	213,687		$	—		$	—		$	—		$	213,687
Service revenues		80,294			35,075			6,559			—			121,928
Revenues		293,981			35,075			6,559			—			335,615
Other operating expenses		(258,812	)		(23,080	)		(6,543	)		(19,989	)		(308,424	)
Depreciation and amortization		(11	)		(4,994	)		(144	)		(6,134	)		(11,283	)
Income (loss) from operations	$	35,158		$	7,001		$	(128	)	$	(26,123	)	$	15,908

	Successor
	Period from August 21, 2004 through September 30, 2004
	Medical Oncology			Cancer Center Services			Other			Unallocated Corporate Expenses			Total
Product revenues	$	149,271		$	—		$	—		$	—		$	149,271
Service revenues		70,063			28,345			5,437			—			103,845
Revenues		219,334			28,345			5,437			—			253,116
Other operating expenses		(187,947	)		(18,971	)		(4,848	)		(15,283	)		(227,049	)
Depreciation and amortization		(10	)		(3,650	)		(113	)		(5,146	)		(8,919	)
Income (loss) from operations	$	31,377		$	5,724		$	476		$	(20,429	)	$	17,148

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	Predecessor
	Nine Months Ended September 30, 2003
	Medical Oncology			Cancer Center Services			Other			Unallocated Corporate Expenses			Total
Product revenues	$	860,019		$	—		$	—		$	—		$	860,019
Service revenues		376,301			169,235			42,167			—			587,703
Revenues		1,236,320			169,235			42,167			—			1,447,722
Other operating expenses		(1,090,982	)		(112,575	)		(36,665	)		(53,816	)		(1,294,038	)
Depreciation and amortization		(106	)		(21,791	)		(737	)		(32,332	)		(54,966	)
Income (loss) from operations	$	145,232		$	34,869		$	4,765		$	(86,148	)	$	98,718

	Predecessor
	Period from January 1, 2004 through August 20, 2004
	Medical Oncology			Cancer Center Services			Other			Unallocated Corporate Expenses			Total
Product revenues	$	901,616		$	—		$	—		$	—		$	901,616
Service revenues		332,204			159,129			32,905			—			524,238
Revenues		1,233,820			159,129			32,905			—			1,425,854
Other operating expenses		(1,093,771	)		(104,992	)		(29,662	)		(50,018	)		(1,278,443	)
Depreciation and amortization		(42	)		(21,862	)		(638	)		(28,031	)		(50,573	)
Income (loss) from operations	$	140,007		$	32,275		$	2,605		$	(78,049	)	$	96,838

	Successor
	Period from August 21, 2004 through September 30, 2004
	Medical Oncology			Cancer Center Services			Other			Unallocated Corporate Expenses			Total
Product revenues	$	149,271		$	—		$	—		$	—		$	149,271
Service revenues		70,063			28,345			5,437			—			103,845
Revenues		219,334			28,345			5,437			—			253,116
Other operating expenses		(187,947	)		(18,971	)		(4,848	)		(15,283	)		(227,049	)
Depreciation and amortization		(10	)		(3,650	)		(113	)		(5,146	)		(8,919	)
Income (loss) from operations	$	31,377		$	5,724		$	476		$	(20,429	)	$	17,148

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NOTE 14—COMMITMENTS AND CONTINGENCIES

        The Company is aware that it and certain of its subsidiaries and affiliated practices have in the past been subject of qui tam lawsuits filed under seal alleging healthcare law violations. Although the suits of which the Company is aware have been dismissed, because qui tam actions are filed under seal, there is a possibility that the Company could be the subject of other qui tam actions of which it is unaware.

NOTE 15—RECENT ACCOUNTING PRONOUNCEMENTS

        On March 31, 2004, the FASB issued a proposed Statement, "Share-Based Payment, an amendment of FASB Statements No. 123 and 95," that addresses the accounting for share-based payment transactions in which an enterprise receives employee services in exchange for either equity instruments of the enterprise or liabilities that are based on the fair value of the enterprise's equity instruments or that may be settled by the issuance of such equity instruments. The proposed statement would eliminate the ability to account for share-based compensation transactions using the intrinsic value method as prescribed by Accounting Principals Board, or APB, Opinion No. 25, "Accounting for Stock Issued to Employees," and generally would require that such transactions be accounted for using a fair-value-based method and recognized as expenses in our consolidated statement of income. The proposed standard would require that the modified prospective method be used, which requires that the fair value of new awards granted from the beginning of the year of adoption (plus unvested awards at the date of adoption) be expensed over the vesting period. In its current form, the proposed statement would require companies to assess the most appropriate model to calculate the value of the options. We currently use the Black-Scholes option pricing model to value options and are currently assessing which model we may use in the future under the proposed statement and may deem an alternative model to be the most appropriate. The use of a different model to value options may result in a different fair value than the use of the Black-Scholes option pricing model. In addition, there are a number of other requirements under the proposed standard that would result in differing accounting treatment than currently required, should the proposed standard be implemented in its current form. These differences include, but are not limited to, the accounting for the tax benefit on employee stock options and for stock issued under our employee stock purchase plan. The recommended effective date of the proposed standard for public companies is currently for fiscal periods beginning after June 15, 2005.

        Should this proposed statement be finalized in its current form, it will have a significant impact on out consolidated statement of income, as we will be required to expense the fair value of our stock option grants and stock purchases under our employee stock purchase plan rather than disclose the impact on our consolidated net income within our footnotes (see above), as is our current practice.

F-67

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US Oncology, Inc.
$300,000,000 9% Senior Notes due 2012
$275,000,000 10³/4% Senior Subordinated Notes due 2014

PROSPECTUS

Until            , 2005, all dealers that effect transactions in these securities, whether or not participating in this offering, may be required to delivery a prospectus. This is in addition to the dealers' obligation to deliver a prospectus when acting as underwriters with respect to their unsold allotments or subscriptions.

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

Item 20.    Indemnification of Directors, Officers, Managers and Members

        US Oncology, Inc., the issuer of the exchange notes, is a corporation incorporated under the laws of the State of Delaware. Section 102(b)(7) of the Delaware General Corporation Law permits a corporation to include in its certificate of incorporation a provision eliminating or limiting the personal liability of a director to the corporation or its stockholders for monetary damages for breach of fiduciary duty as a director, provided, however, that such provision shall not eliminate or limit the liability of a director (i) for any breach of the director's duty of loyalty to the corporation or its stockholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) under Section 174 of the Delaware General Corporation Law, which relates to unlawful payment of dividends and unlawful stock purchases and redemptions, or (iv) for any transaction from which the director derived an improper personal benefit.

        Section 145 of the Delaware General Corporation Law provides that a corporation may indemnify any persons who were, are or are threatened to be made, parties to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of such corporation), by reason of the fact that such person is or was an officer, director, employee or agent of such corporation, or is or was serving at the request of such corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise. The indemnity may include expense (including attorneys' fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by such person in connection with such action, suit or proceeding, provided such person acted in good faith and in a manner he reasonably believed to be in or not opposed to the corporation's best interests and, with respect to any criminal action or proceeding, had no reasonable cause to believe that his conduct was unlawful.

        Section 145 of the Delaware General Corporation Law further authorizes a corporation to purchase and maintain insurance on behalf of any person who is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation or enterprise, against any liability asserted against him and incurred by him in any such capacity, arising out of his status as such, whether or not the corporation would otherwise have the power to indemnify him under Section 145 of the Delaware General Corporation Law.

        Consistent with Section 145 of the Delaware General Corporation Law, Article V of the bylaws of US Oncology, Inc. provides that US Oncology, Inc. will indemnify any present or former diretor or officer of US Oncology, Inc. against those expenses which are actually and reasonably incurred in connection with any action, suit or proceeding, pending or threatened, in which such person may be involved by reason of being or having been a director or officer of the corporation.

        In accordance with Section 102(b)(7) of the Delaware General Corporation Law, Article Sixth of the certificate of incorporation of US Oncology, Inc. provides that directors shall not be personally liable for monetary damages for breaches of their fiduciary duty as directors, except for liability (i) for any breach of the director's duty of loyalty to US Oncology, Inc. or its stockholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) under Section 174 of the General Corporation Law of the State of Delaware or (iv) for any transaction from which the director derived an improper personal benefit. No amendment to or repeal of Article Sixth of the certificate of incorporation will apply to or have any effect on the liability or alleged liability of any director for or with respect to any acts or omissions of such director occurring prior to such amendment or repeal. No repeal or modification of Article Sixth of the certificate of

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incorporation will adversely affect any right of or protection afforded to a director of the Company existing immediately prior to such repeal or modification.

        Under Article V of US Oncology, Inc.'s bylaws, US Oncology, Inc. may purchase and maintain insurance on behalf of its directors, officers, employees, or agents against any liabilities asserted against such persons whether or not US Oncology, Inc. would have the power to indemnify such persons against such liability under the provisions of Article V. US Oncology, Inc. carries standard directors and officers liability coverage for its directors and officers and the directors and officers of its subsidiaries. Subject to certain limitations and exclusions, the policies reimburse US Oncology, inc. for liabilities indemnified by US Oncology, Inc. and indemnify directors and officers against additional liabilities not indemnified by US Oncology, Inc.

        AOR Holding Company of Indiana, Inc., AOR Management Company of Arizona, Inc., AOR Management Company of Indiana, Inc., AOR Management Company of Missouri, Inc., AOR Management Company of Oklahoma, Inc., AOR Management Company of Pennsylvania, Inc., AOR Management Company of Texas, Inc., AOR Management Company of Virginia, Inc., AOR Real Estate, Inc., AOR Synthetic Real Estate, Inc., AORT Holding Company, Inc., RMCC Cancer Center, Inc., Greenville Radiation Care, Inc., US Oncology Corporate, Inc., Physician Reliance Network, Inc. and US Oncology Research, Inc. which are subsidiaries of US Oncology, Inc. and also registrants under this Registration Statement, are incorporated under the laws of the State of Delaware are subject to the provisions of the laws of the Delaware General Corporation Law described above. In addition, the constituent documents of each of the aforementioned subsidiaries of US Oncology, Inc. include similar provisions to those described above.

        Section 18-108 of the Delaware Limited Liability Company Act provides that a limited liability company may, and shall have the power to, indemnify and hold harmless any member or manager or other person from and against any and all claims and demands whatsoever, subject to such standards and restrictions, if any, as are set forth in its limited liability company agreement. Alabama Pharmaceutical Services, LLC, California Pharmaceutical Services, LLC, Florida Pharmaceutical Services, LLC, Iowa Pharmaceutical Services, LLC, Michigan Pharmaceutical Services, LLC, Nebraska Pharmaceutical Services, LLC, New Mexico Pharmaceutical Services, LLC, North Carolina Pharmaceutical Services, LLC, Pennsylvania Pharmaceutical Services, LLC, Physician Reliance Holdings, LLC, PRN Physician Reliance, LLC, Selectplus Oncology, LLC, St. Louis Pharmaceutical Services, LLC, Texas Pharmaceutical Services, LLC, US Oncology Pharmaceutical Services, LLC and Washington Pharmaceutical Services, LLC which are subsidiaries of US Oncology, Inc. and also registrants under this Registration Statement, are limited liability companies formed under the laws of the State of Delaware and are subject to the provisions of the laws of the State of Delaware. In addition, the constituent documents of each of the aforementioned subsidiaries of US Oncology, Inc. include similar provisions to those described above.

        AOR of Indiana Management Partnership, which is a subsidiary of US Oncology, Inc. and also a registrant under this Registration Statement, is a partnership formed under the laws of the State of Indiana and is subject to the provisions of the laws of the State of Indiana. AOR of Texas Management Limited Partnership and Physician Reliance, L.P. which are subsidiaries of US Oncology, Inc. and also registrants under this Registration Statement, are limited partnerships formed under the laws of the State of Texas and are subject to the provisions of the laws of the State of Texas. TOPS Pharmacy Services, Inc. which is a subsidiary of US Oncology, Inc. and also a registrant under this Registration Statement, is incorporated under the laws of the State of Texas and is subject to the provisions of the laws of Texas. In addition, the constituent documents of each of the aforementioned subsidiaries of US Oncology, Inc. include similar provisions to those described above.

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Item 21.    Exhibits

3.1(a)	Amended and Restated Certificate of Incorporation of the Company.
3.1(b)	Amended and Restated Bylaws of the Company (filed as Exhibit 3.2 to the Company's Form 10-K for the year ended December 31, 2002, and incorporated herein by reference).
3.2(a)	Certificate of Incorporation of AOR Holding Company of Indiana, Inc. (filed as Exhibit 3.1(a) to the Company's Form S-4 filed on April 16, 2002, and incorporated herein by reference).
3.2(b)	Bylaws of AOR Holding Company of Indiana, Inc. (filed as Exhibit 3.1(b) to the Company's Form S-4 filed on April 16, 2002, and incorporated herein by reference).
3.3(a)	Certificate of Incorporation of AOR Management Company of Arizona, Inc. (filed as Exhibit 3.3(a) to the Company's Form S-4 filed on April 16, 2002, and incorporated herein by reference).
3.3(b)	Bylaws of AOR Management Company of Arizona, Inc. (filed as Exhibit 3.3(b) to the Company's Form S-4 filed on April 16, 2002, and incorporated herein by reference).
3.4(a)	Certificate of Incorporation of AOR Management Company of Indiana, Inc. (filed as Exhibit 3.6(a) to the Company's Form S-4 filed on April 16, 2002, and incorporated herein by reference).
3.4(b)	Bylaws of AOR Management Company of Indiana, Inc. (filed as Exhibit 3.6(b) to the Company's Form S-4 filed on April 16, 2002, and incorporated herein by reference).
3.5(a)	Certificate of Incorporation of AOR Management Company of Missouri, Inc. (filed as Exhibit 3.7(a) to the Company's Form S-4 filed on April 16, 2002, and incorporated herein by reference).
3.5(b)	Bylaws of AOR Management Company of Missouri, Inc. (filed as Exhibit 3.7(a) to the Company's Form S-4 filed on April 16, 2002, and incorporated herein by reference).
3.6(a)	Certificate of Incorporation of AOR Management Company of Oklahoma, Inc. (filed as Exhibit 3.12(a) to the Company's Form S-4 filed on April 16, 2002, and incorporated herein by reference).
3.6(b)	Bylaws of AOR Management Company of Oklahoma, Inc. (filed as Exhibit 3.12(b) to the Company's Form S-4 filed on April 16, 2002, and incorporated herein by reference).
3.7(a)	Certificate of Incorporation of AOR Management Company of Pennsylvania, Inc. (filed as Exhibit 3.14(a) to the Company's Form S-4 filed on April 16, 2002, and incorporated herein by reference).
3.7(b)	Bylaws of AOR Management Company of Pennsylvania, Inc. (filed as Exhibit 3.14(b) to the Company's Form S-4 filed on April 16, 2002, and incorporated herein by reference).
3.8(a)	Certificate of Incorporation of AOR Management Company of Texas, Inc. (filed as Exhibit 3.16(a) to the Company's Form S-4 filed on April 16, 2002, and incorporated herein by reference).
3.8(b)	Bylaws of AOR Management Company of Texas, Inc. (filed as Exhibit 3.16(b) to the Company's Form S-4 filed on April 16, 2002, and incorporated herein by reference).
3.9(a)	Certificate of Incorporation of AOR Management Company of Virginia, Inc. (filed as Exhibit 3.17(a) to the Company's Form S-4 filed on April 16, 2002, and incorporated herein by reference).

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3.9(b)	Bylaws of AOR Management Company of Virginia, Inc. (filed as Exhibit 3.17(b) to the Company's Form S-4 filed on April 16, 2002, and incorporated herein by reference).
3.10(a)	Certificate of Incorporation of AOR Real Estate, Inc. (filed as Exhibit 3.20(a) to the Company's Form S-4 filed on April 16, 2002, and incorporated herein by reference).
3.10(b)	Bylaws of AOR Real Estate, Inc. (filed as Exhibit 3.20(b) to the Company's Form S-4 filed on April 16, 2002, and incorporated herein by reference).
3.11(a)	Certificate of Incorporation of AOR Synthetic Real Estate, Inc. (filed as Exhibit 3.21(a) to the Company's Form S-4 filed on April 16, 2002, and incorporated herein by reference).
3.11(b)	Bylaws of AOR Synthetic Real Estate, Inc. (filed as Exhibit 3.21(b) to the Company's Form S-4 filed on April 16, 2002, and incorporated herein by reference).
3.12(a)	Certificate of Incorporation of AORT Holding Company, Inc. (filed as Exhibit 3.23(a) to the Company's Form S-4 filed on April 16, 2002, and incorporated herein by reference).
3.12(b)	Bylaws of AORT Holding Company, Inc. (filed as Exhibit 3.23(b) to the Company's Form S-4 filed on April 16, 2002, and incorporated herein by reference).
3.13(a)	Certificate of Incorporation of Greenville Radiation Care, Inc. (filed as Exhibit 3.24(a) to the Company's Form S-4 filed on April 16, 2002, and incorporated herein by reference).
3.13(b)	Bylaws of Greenville Radiation Care, Inc. (filed as Exhibit 3.24(b) to the Company's Form S-4 filed on April 16, 2002, and incorporated herein by reference).
3.14(a)	Certificate of Incorporation of Physician Reliance Network, Inc. (filed as Exhibit 3.27(a) to the Company's Form S-4 filed on April 16, 2002, and incorporated herein by reference).
3.14(b)	Bylaws of Physician Reliance Network, Inc. (filed as Exhibit 3.27(b) to the Company's Form S-4 filed on April 16, 2002, and incorporated herein by reference).
3.15(a)	Certificate of Incorporation of RMCC Cancer Center, Inc. (filed as Exhibit 3.29(a) to the Company's Form S-4 filed on April 16, 2002, and incorporated herein by reference).
3.15(b)	Bylaws of RMCC Cancer Center, Inc. (filed as Exhibit 3.29(b) to the Company's Form S-4 filed on April 16, 2002, and incorporated herein by reference).
3.16(a)	Certificate of Incorporation of TOPS Pharmacy Services, Inc. (filed as Exhibit 3.30(a) to the Company's Form S-4 filed on April 16, 2002, and incorporated herein by reference).
3.16(b)	Bylaws of TOPS Pharmacy Services, Inc. (filed as Exhibit 3.30(b) to the Company's Form S-4 filed on April 16, 2002, and incorporated herein by reference).
3.17(a)	Certificate of Incorporation of US Oncology Research, Inc. (filed as Exhibit 3.32(a) to the Company's Form S-4 filed on April 16, 2002, and incorporated herein by reference).
3.17(b)	Bylaws of US Oncology Research, Inc. (filed as Exhibit 3.32(b) to the Company's Form S-4 filed on April 16, 2002, and incorporated herein by reference).
3.18(a)	Certificate of Incorporation of US Oncology Corporate, Inc. (filed as Exhibit 3.31(a) to the Company's Form S-4 filed on April 16, 2002, and incorporated herein by reference).
3.18(b)	Bylaws of US Oncology Corporate, Inc. (filed as Exhibit 3.31(b) to the Company's Form S-4 filed on April 16, 2002, and incorporated herein by reference).
3.19(a)	Certificate of Limited Partnership of AOR of Texas Management Limited Partnership (filed as Exhibit 3.19(a) to the Company's Form S-4 filed on April 16, 2002, and incorporated herein by reference).

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3.19(b)	Agreement of Limited Partnership of AOR of Texas Management Limited Partnership (filed as Exhibit 3.19(b) to the Company's Form S-4 filed on April 16, 2002, and incorporated herein by reference).
3.20(a)	Certificate of Limited Partnership of Physician Reliance, L.P. (filed as Exhibit 3.25(a) to the Company's Form S-4 filed on April 16, 2002, and incorporated herein by reference).
3.20(b)	Partnership Agreement of Physician Reliance, L.P. (filed as Exhibit 3.25(b) to the Company's Form S-4 filed on April 16, 2002, and incorporated herein by reference).
3.21(a)	Certificate of Formation of Physician Reliance Holdings, LLC, as amended (filed as Exhibit 3.26(a) to the Company's Form S-4 filed on April 16, 2002, and incorporated herein by reference).
3.21(b)	Limited Liability Company Agreement of Physician Reliance Holdings, LLC (filed as Exhibit 3.26(b) to the Company's Form S-4 filed on April 16, 2002, and incorporated herein by reference).
3.22(a)	Articles of Organization of PRN Physician Reliance, LLC (filed as Exhibit 3.28(a) to the Company's Form S-4 filed on April 16, 2002, and incorporated herein by reference).
3.22(b)	Regulations of PRN Physician Reliance, LLC (filed as Exhibit 3.28(b) to the Company's Form S-4 filed on April 16, 2002, and incorporated herein by reference).
3.23	Partnership Agreement of AOR of Indiana Management Partnership (filed as Exhibit 3.18 to the Company's Form S-4 filed on April 16, 2002, and incorporated herein by reference).
3.24(a)	Certificate of Formation of Alabama Pharmaceutical Services, LLC
3.24(b)	Limited Liability Company Agreement of Alabama Pharmaceutical Services, LLC
3.25(a)	Certificate of Formation of California Pharmaceutical Services, LLC
3.25(b)	Limited Liability Company Agreement of California Pharmaceutical Services, LLC
3.26(a)	Certificate of Formation of Florida Pharmaceutical Services, LLC
3.26(b)	Limited Liability Company Agreement of Florida Pharmaceutical Services, LLC
3.27(a)	Certificate of Formation of Iowa Pharmaceutical Services, LLC
3.27(b)	Limited Liability Company Agreement of Iowa Pharmaceutical Services, LLC
3.28(a)	Certificate of Formation of Michigan Pharmaceutical Services, LLC
3.28(b)	Limited Liability Company Agreement of Michigan Pharmaceutical Services, LLC
3.29(a)	Certificate of Formation of Nebraska Pharmaceutical Services, LLC
3.29(b)	Limited Liability Company Agreement of Nebraska Pharmaceutical Services, LLC
3.30(a)	Certificate of Formation of New Mexico Pharmaceutical Services, LLC
3.30(b)	Limited Liability Company Agreement of New Mexico Pharmaceutical Services, LLC
3.31(a)	Certificate of Formation of North Carolina Pharmaceutical Services, LLC
3.31(b)	Limited Liability Company Agreement of North Carolina Pharmaceutical Services, LLC
3.32(a)	Certificate of Formation of Pennsylvania Pharmaceutical Services, LLC
3.32(b)	Limited Liability Company Agreement of Pennsylvania Pharmaceutical Services, LLC
3.33(a)	Certificate of Formation of SelectPlus Oncology, LLC

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3.33(b)	Limited Liability Company Agreement of SelectPlus Oncology, LLC
3.34(a)	Certificate of Formation of St. Louis Pharmaceutical Services, LLC
3.34(b)	Limited Liability Company Agreement of St. Louis Pharmaceutical Services, LLC
3.35(a)	Certificate of Formation of Texas Pharmaceutical Services, LLC
3.35(b)	Limited Liability Company Agreement of Texas Pharmaceutical Services, LLC
3.36(a)	Certificate of Formation of US Oncology Pharmaceutical Services, LLC
3.36(b)	Limited Liability Company Agreement of US Oncology Pharmaceutical Services, LLC
3.37(a)	Certificate of Formation of Washington Pharmaceutical Services, LLC
3.37(b)	Limited Liability Company Agreement of Washington Pharmaceutical Services, LLC
4.1	Indenture, dated as of February 1, 2002, among US Oncology, Inc., the Guarantors named therein and JP Morgan Chase Bank as Trustee (filed as Exhibit 3 to, and incorporated by reference from, the Company's Form 8-K filed February 5, 2002).
4.2	Form of 95/8% Senior Subordinated Note due 2012 (included in Exhibit 4.1).
4.3	First Supplemental Indenture, dated as of August 20, 2004, among US Oncology, Inc., the Guarantors named therein and JP Morgan Chase Bank as Trustee.
4.4	Indenture, dated as of August 20, 2004, among Oiler Acquisition Corp. and LaSalle Bank National Association, as Trustee.
4.5	Form of 9% Senior Note due 2012 (included in Exhibit 4.4).
4.6	First Supplemental Indenture, dated as of August 20, 2004, among US Oncology, Inc., the Guarantors named therein and LaSalle Bank National Association, as Trustee.
4.7	Indenture, dated as of August 20, 2004, among Oiler Acquisition Corp. and LaSalle Bank National Association, as Trustee.
4.8	Form of 103/4% Senior Note due 2014 (included in Exhibit 4.7).
4.9	First Supplemental Indenture, dated as of August 20, 2004, among US Oncology, Inc., the Guarantors named therein and LaSalle Bank National Association, as Trustee.
4.10	Registration Rights Agreement, dated as of August 4, 2004, among Oiler Acquisition Corp. and Citigroup Global Markets Inc., as representative for the Initial Purchasers.
4.11	Accession Agreement, dated as of August 20, 2004, among the Guarantors listed therein.
5.1	Opinion of Ropes & Gray LLP as to the validity of the 9% Senior Notes and 103/4% Senior Subordinated Notes.
5.2	Opinion of Hackman, Hulett & Cracraft, LLP
5.3	Opinion of the General Counsel of US Oncology, Inc.
10.1	Credit Agreement, dated as of August 20, 2004, among US Oncology Holdings, Inc., US Oncology, Inc., as Borrower, the Lenders Party thereto, JPMorgan Chase Bank, as Administrative Agent and Collateral Agent, Wachovia Bank, National Association, as Syndication Agent and Citicorp North America, Inc., as Documentation Agent.
10.2	Guarantee and Collateral Agreement, dated as of August 20, 2004, among US Oncology Holdings, Inc., US Oncology, Inc., the Subsidiaries of US Oncology, Inc. identified therein and JPMorgan Chase Bank, as Collateral Agent.

II-6

10.3	Form of Employment Agreement, dated as of August 20, 2004, among US Oncology Holdings, Inc., US Oncology, Inc. and each of R. Dale Ross, Bruce Broussard, Leo Sands, George Morgan and Atul Dhir.
10.4	Form of Restricted Stock Agreement, dated as of August 20, 2004, among US Oncology Holdings, Inc., US Oncology, Inc. and each of R. Dale Ross, Bruce Broussard, Leo Sands, George Morgan and Atul Dhir.
10.5	Form of Unit Grant, dated as of August 20, 2004, among US Oncology Holdings, Inc., US Oncology, Inc. and each of R. Dale Ross, Bruce Broussard, Leo Sands, George Morgan and Atul Dhir.
10.6	US Oncology Holdings, Inc. Equity Incentive Plan
10.7	US Oncology Holdings, Inc. Long-Term Cash Incentive Plan
10.8	US Oncology Holdings, Inc. 2004 Director Stock Option Plan
12.1	Statements re: Computation of Ratios
23.1	Consent of Ropes & Gray LLP (see Exhibit 5.1)
23.2	Consent of PricewaterhouseCoopers LLP
24.1	Powers of Attorney (see signature pages of the Registration Statement)
25.1	Statement on Form T-1 as to the Eligibility of the Trustee.
99.1	Form of Letter of Transmittal.
99.2	Form of Notice of Guaranteed Delivery.

II-7

Item 22. Undertakings

        (a)   Each of the undersigned registrants hereby undertakes:

        (1)   To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:

        (i)    to include any prospectus required by Section 10(a)(3) of the Securities Act;

        (ii)   to reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more that a 20 percent change in the maximum aggregate offering price set forth in the "Calculation of Registration Fee" table in the effective registration statement; and

        (iii)  to include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement;

        (2)   That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof; and

        (3)   To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

        (b)   Each of the undersigned registrants hereby undertakes to respond to requests for information that is incorporated by reference into the prospectus pursuant to Item 4, 10(b), 22 or 13 of Form S-4, within one business day of receipt of such request, and to send the incorporated documents by first class mail or equally prompt means. This includes information contained in documents filed subsequent to the effective date of the registration statement through the date of responding to the request.

        (c)   Each of the undersigned registrants hereby undertakes to supply by means of a post-effective amendment all information concerning a transaction, and the company being acquired involved therein, that was not the subject of and included in the registration statement when it became effective.

        (d)   Insofar as indemnification for liabilities arising under Securities Act of 1933 may be permitted to directors, officers and controlling persons of each of the registrants pursuant to the foregoing provisions, or otherwise, the registrants have been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act of 1933 and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by either of the registrants of expenses incurred or paid by a director, officer or controlling person of either of the registrants in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, each of the registrants will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public

II-8

policy as expressed in the Securities Act of 1933 and will be governed by the final adjudication of such issue.

        (e)   Each of the undersigned registrants hereby undertakes as follows: that prior to any public reoffering of the securities registered hereunder through use of a prospectus which is a part of this registration statement, by any person or party who is deemed to be an underwriter within the meaning of Rule 145(c), the issuer undertakes that such reoffering prospectus will contain the information called for by the applicable registration form with respect to reofferings by persons who may be deemed underwriters, in addition to the information called for by the other Items of the applicable form.

        (f)    Each of the undersigned registrants hereby undertakes that every prospectus (i) that is filed pursuant to the immediately preceding paragraph or (ii) that purports to meet the requirements of Section 10(a)(3) of the Securities Act of 1933 and is used in connection with an offering of securities subject to Rule 415, will be filed as a part of an amendment to the registration statement and will not be used until such amendment is effective, and that, for purposes of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

II-9

SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, the the Registrant has duly caused this Registration Statement on Form S-4 to be assigned on its behalf by the undersigned, thereunto duly authorized, on this 17th day of December, 2004.

US ONCOLOGY, INC.
By:	/s/  BRUCE D. BROUSSARD Bruce D. Broussard Chief Financial Officer

POWER OF ATTORNEY

        KNOW ALL MEN BY THESE PRESENTS, that each of the undersigned officers and directors of the Registrant hereby constitutes and appoints R. Dale Ross and Bruce D. Broussard (with full power to each of them to act alone) his true and lawful attorney-in-fact and agent, with full power of substitution, for him and on his behalf and in his name, place and stead, in any and all capacities, to sign, execute and file this registration statement under the Securities Act of 1933, as amended, and any or all amendments (including, without limitation, post-effective amendments), with all exhibits and any and all documents required to be filed with respect thereto, with the Securities and Exchange Commission or any regulatory authority, granting unto such attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises in order to effectuate the same, as fully to all intents and purposes as he himself might or could do, if personally present, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their substitute or substitutes, may lawfully do or cause to be done.

        Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities indicated on December 17, 2004.

Signatures	Title
/s/  R. DALE ROSS R. Dale Ross	Chairman of the Board, Chief Executive Officer, Director (Principal Executive Officer)
/s/  LLOYD K. EVERSON Lloyd K. Everson, M.D.	Director
/s/  BRUCE D. BROUSSARD Bruce D. Broussard	Chief Financial Officer (Principal Financial Officer and Accounting Officer)
/s/  RUSSELL L. CARSON Russell L. Carson	Director

II-10

/s/  STEPHEN E. JONES, M.D. Stephen E. Jones, M.D.	Director
/s/  RICHARD B. MAYOR Richard B. Mayor	Director
/s/  BOONE POWELL, JR. Boone Powell, Jr.	Director
/s/  BURTON SCHWARTZ, M.D. Burton Schwartz, M.D.	Director
/s/  ROBERT A. ORTENZIO Robert A. Ortenzio	Director
/s/  D. SCOTT MACKESY D. Scott Mackesy	Director
/s/  SEAN TRAYNOR Sean Traynor	Director

II-11

SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, the AOR Holding Company of Indiana, Inc. has duly caused this Registration Statement on Form S-4 to be assigned on its behalf by the undersigned, thereunto duly authorized, on this 17th day of December, 2004.

AOR HOLDING COMPANY OF INDIANA, INC.
By:	/s/  BRUCE D. BROUSSARD Bruce D. Broussard Vice President, Secretary and Treasurer

POWER OF ATTORNEY

        KNOW ALL MEN BY THESE PRESENTS, that each of the undersigned officers and directors of the Registrant hereby constitutes and appoints each of R. Dale Ross and Bruce D. Broussard as his true and lawful attorney-in-fact and agent, with full power of substitution, for him and on his behalf and in his name, place and stead, in any and all capacities, to sign, execute and file this registration statement under the Securities Act of 1933, as amended, and any or all amendments (including, without limitation, post-effective amendments), with all exhibits and any and all documents required to be filed with respect thereto, with the Securities and Exchange Commission or any regulatory authority, granting unto such attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises in order to effectuate the same, as fully to all intents and purposes as he himself might or could do, if personally present, hereby ratifying and confirming all that said attorneys-in-fact and agent or his substitute or substitutes, may lawfully do or cause to be done.

        Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities indicated on December 17, 2004.

Signatures	Title
/s/  R. DALE ROSS R. Dale Ross	President and Director (Principal Executive Officer)
/s/  BRUCE D. BROUSSARD Bruce D. Broussard	Vice President and Director (Principal Financial Officer and Accounting Officer)
/s/  GEORGE D. MORGAN George D. Morgan	Vice President, Secretary and Treasurer

II-12

SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, the Alabama Pharmaceutical Services, LLC has duly caused this Registration Statement on Form S-4 to be assigned on its behalf by the undersigned, thereunto duly authorized, on this 17th day of December, 2004.

ALABAMA PHARMACEUTICAL SERVICES, LLC
By:	/s/  BRUCE D. BROUSSARD Bruce D. Broussard Vice President and Manager

POWER OF ATTORNEY

        KNOW ALL MEN BY THESE PRESENTS, that each of the undersigned officers and directors of the Registrant hereby constitutes and appoints each of R. Dale Ross and Bruce D. Broussard as his true and lawful attorney-in-fact and agent, with full power of substitution, for him and on his behalf and in his name, place and stead, in any and all capacities, to sign, execute and file this registration statement under the Securities Act of 1933, as amended, and any or all amendments (including, without limitation, post-effective amendments), with all exhibits and any and all documents required to be filed with respect thereto, with the Securities and Exchange Commission or any regulatory authority, granting unto such attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises in order to effectuate the same, as fully to all intents and purposes as he himself might or could do, if personally present, hereby ratifying and confirming all that said attorneys-in-fact and agent or his substitute or substitutes, may lawfully do or cause to be done.

        Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities indicated on December 17, 2004.

Signatures	Title
/s/  R. DALE ROSS R. Dale Ross	Director of the Sole Member Manager (Principal Executive Officer)
/s/  BRUCE D. BROUSSARD Bruce D. Broussard	Director of the Sole Member, Vice President and Manager (Principal Financial Officer and Accounting Officer)
/s/  GEORGE D. MORGAN George D. Morgan	Vice President, Secretary and Treasurer

II-13

SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, the AOR Management Company of Arizona, Inc. has duly caused this Registration Statement on Form S-4 to be assigned on its behalf by the undersigned, thereunto duly authorized, on this 17th day of December, 2004.

AOR MANAGEMENT COMPANY OF ARIZONA, INC.
By:	/s/  BRUCE D. BROUSSARD Bruce D. Broussard Vice President

POWER OF ATTORNEY

        KNOW ALL MEN BY THESE PRESENTS, that each of the undersigned officers and directors of the Registrant hereby constitutes and appoints each of R. Dale Ross and Bruce D. Broussard as his true and lawful attorney-in-fact and agent, with full power of substitution, for him and on his behalf and in his name, place and stead, in any and all capacities, to sign, execute and file this registration statement under the Securities Act of 1933, as amended, and any or all amendments (including, without limitation, post-effective amendments), with all exhibits and any and all documents required to be filed with respect thereto, with the Securities and Exchange Commission or any regulatory authority, granting unto such attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises in order to effectuate the same, as fully to all intents and purposes as he himself might or could do, if personally present, hereby ratifying and confirming all that said attorneys-in-fact and agent or his substitute or substitutes, may lawfully do or cause to be done.

        Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities indicated on December 17, 2004.

Signatures	Title
/s/  R. DALE ROSS R. Dale Ross	President and Director (Principal Executive Officer)
/s/  BRUCE D. BROUSSARD Bruce D. Broussard	Vice President and Director (Principal Financial Officer and Accounting Officer)
/s/  GEORGE D. MORGAN George D. Morgan	Vice President, Secretary and Treasurer

II-14

SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, the Florida Pharmaceutical Services, LLC has duly caused this Registration Statement on Form S-4 to be assigned on its behalf by the undersigned, thereunto duly authorized, on this 17th day of December, 2004.

FLORIDA PHARMACEUTICAL SERVICES, LLC
By	/s/  BRUCE D. BROUSSARD Bruce D. Broussard Vice President and Manager

POWER OF ATTORNEY

        KNOW ALL MEN BY THESE PRESENTS, that each of the undersigned officers and directors of the Registrant hereby constitutes and appoints each of R. Dale Ross and Bruce D. Broussard his true and lawful attorney-in-fact and agent, with full power of substitution, for him and on his behalf and in his name, place and stead, in any and all capacities, to sign, execute and file this registration statement under the Securities Act of 1933, as amended, and any or all amendments (including, without limitation, post-effective amendments), with all exhibits and any and all documents required to be filed with respect thereto, with the Securities and Exchange Commission or any regulatory authority, granting unto such attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises in order to effectuate the same, as fully to all intents and purposes as he himself might or could do, if personally present, hereby ratifying and confirming all that said attorneys-in-fact and agent or his substitute or substitutes, may lawfully do or cause to be done.

        Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities indicated on December 17, 2004.

Signatures	Title
/s/  R. DALE ROSS R. Dale Ross	President, Manager and Director of the Sole Member (Principal Executive Officer)
/s/  BRUCE D. BROUSSARD Bruce D. Broussard	Vice President, Manager and Director of the Sole Member (Principal Financial and Accounting Officer)
/s/  GEORGE D. MORGAN George D. Morgan	Vice President, Secretary and Treasurer

II-15

SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, the California Pharmaceutical Services, LLC has duly caused this Registration Statement on Form S-4 to be assigned on its behalf by the undersigned, thereunto duly authorized, on this 17th day of December, 2004.

CALIFORNIA PHARMACEUTICAL SERVICES, LLC
By	/s/  BRUCE D. BROUSSARD Bruce D. Broussard Vice President and Manager

POWER OF ATTORNEY

        KNOW ALL MEN BY THESE PRESENTS, that each of the undersigned officers and directors of the Registrant hereby constitutes and appoints each of R. Dale Ross and Bruce D. Broussard his true and lawful attorney-in-fact and agent, with full power of substitution, for him and on his behalf and in his name, place and stead, in any and all capacities, to sign, execute and file this registration statement under the Securities Act of 1933, as amended, and any or all amendments (including, without limitation, post-effective amendments), with all exhibits and any and all documents required to be filed with respect thereto, with the Securities and Exchange Commission or any regulatory authority, granting unto such attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises in order to effectuate the same, as fully to all intents and purposes as he himself might or could do, if personally present, hereby ratifying and confirming all that said attorneys-in-fact and agent or his substitute or substitutes, may lawfully do or cause to be done.

        Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities indicated on December 17, 2004.

Signatures	Title
/s/  R. DALE ROSS R. Dale Ross	President, Manager and Director of the Sole Member (Principal Executive Officer)
/s/  BRUCE D. BROUSSARD Bruce D. Broussard	President, Manager and Director of the Sole Member (Principal Executive Officer)
/s/  GEORGE D. MORGAN George D. Morgan	Vice President, Secretary and Treasurer

II-16

SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, the AOR Management Company of Indiana, Inc. has duly caused this Registration Statement on Form S-4 to be assigned on its behalf by the undersigned, thereunto duly authorized, on this 17th day of December, 2004.

AOR MANAGEMENT COMPANY OF INDIANA, INC.
By	/s/  BRUCE D. BROUSSARD Bruce D. Broussard Vice President

POWER OF ATTORNEY

        KNOW ALL MEN BY THESE PRESENTS, that each of the undersigned officers and directors of the Registrant hereby constitutes and appoints each of R. Dale Ross and Bruce D. Broussard as his true and lawful attorney-in-fact and agent, with full power of substitution, for him and on his behalf and in his name, place and stead, in any and all capacities, to sign, execute and file this registration statement under the Securities Act of 1933, as amended, and any or all amendments (including, without limitation, post-effective amendments), with all exhibits and any and all documents required to be filed with respect thereto, with the Securities and Exchange Commission or any regulatory authority, granting unto such attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises in order to effectuate the same, as fully to all intents and purposes as he himself might or could do, if personally present, hereby ratifying and confirming all that said attorneys-in-fact and agent or his substitute or substitutes, may lawfully do or cause to be done.

        Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities indicated on December 17, 2004.

Signatures	Title
/s/  R. DALE ROSS R. Dale Ross	President and Director (Principal Executive Officer)
/s/  BRUCE D. BROUSSARD Bruce D. Broussard	Vice President and Director (Principal Financial Officer and Accounting Officer)
/s/  GEORGE D. MORGAN George D. Morgan	Vice President, Secretary and Treasurer

II-17

SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, the AOR Management Company of Missouri, Inc. has duly caused this Registration Statement on Form S-4 to be assigned on its behalf by the undersigned, thereunto duly authorized, on this 17th day of December, 2004.

AOR MANAGEMENT COMPANY OF MISSOURI, INC.
By	/s/  BRUCE D. BROUSSARD Bruce D. Broussard Vice President

POWER OF ATTORNEY

        KNOW ALL MEN BY THESE PRESENTS, that each of the undersigned officers and directors of the Registrant hereby constitutes and appoints each of R. Dale Ross and Bruce D. Broussard as his true and lawful attorney-in-fact and agent, with full power of substitution, for him and on his behalf and in his name, place and stead, in any and all capacities, to sign, execute and file this registration statement under the Securities Act of 1933, as amended, and any or all amendments (including, without limitation, post-effective amendments), with all exhibits and any and all documents required to be filed with respect thereto, with the Securities and Exchange Commission or any regulatory authority, granting unto such attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises in order to effectuate the same, as fully to all intents and purposes as he himself might or could do, if personally present, hereby ratifying and confirming all that said attorneys-in-fact and agent or his substitute or substitutes, may lawfully do or cause to be done.

        Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities indicated on December 17, 2004.

Signatures	Title
/s/  R. DALE ROSS R. Dale Ross	President and Director (Principal Executive Officer)
/s/  BRUCE D. BROUSSARD Bruce D. Broussard	Vice President and Director (Principal Financial Officer and Accounting Officer)
/s/  GEORGE D. MORGAN George D. Morgan	Vice President, Secretary and Treasurer

II-18

SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, the Iowa Pharmaceutical Services, LLC has duly caused this Registration Statement on Form S-4 to be assigned on its behalf by the undersigned, thereunto duly authorized, on this 17th day of December, 2004.

IOWA PHARMACEUTICAL SERVICES, LLC
By	/s/  BRUCE D. BROUSSARD Bruce D. Broussard Vice President and Manager

POWER OF ATTORNEY

        KNOW ALL MEN BY THESE PRESENTS, that each of the undersigned officers and directors of the Registrant hereby constitutes and appoints each of R. Dale Ross and Bruce D. Broussard his true and lawful attorney-in-fact and agent, with full power of substitution, for him and on his behalf and in his name, place and stead, in any and all capacities, to sign, execute and file this registration statement under the Securities Act of 1933, as amended, and any or all amendments (including, without limitation, post-effective amendments), with all exhibits and any and all documents required to be filed with respect thereto, with the Securities and Exchange Commission or any regulatory authority, granting unto such attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises in order to effectuate the same, as fully to all intents and purposes as he himself might or could do, if personally present, hereby ratifying and confirming all that said attorneys-in-fact and agent or his substitute or substitutes, may lawfully do or cause to be done.

        Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities indicated on December 17, 2004.

Signatures	Title
/s/  R. DALE ROSS R. Dale Ross	President, Manager and Director of the Sole Member (Principal Executive Officer)
/s/  BRUCE D. BROUSSARD Bruce D. Broussard	Vice President, Manager and Director of the Sole Member (Principal Financial and Accounting Officer)
/s/  GEORGE D. MORGAN George D. Morgan	Vice President, Secretary and Treasurer

II-19

SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, the Michigan Pharmaceutical Services, LLC has duly caused this Registration Statement on Form S-4 to be assigned on its behalf by the undersigned, thereunto duly authorized, on this 17th day of December, 2004.

MICHIGAN PHARMACEUTICAL SERVICES, LLC
By	/s/  BRUCE D. BROUSSARD Bruce D. Broussard Vice President and Manager

POWER OF ATTORNEY

        KNOW ALL MEN BY THESE PRESENTS, that each of the undersigned officers and directors of the Registrant hereby constitutes and appoints each of R. Dale Ross and Bruce D. Broussard his true and lawful attorney-in-fact and agent, with full power of substitution, for him and on his behalf and in his name, place and stead, in any and all capacities, to sign, execute and file this registration statement under the Securities Act of 1933, as amended, and any or all amendments (including, without limitation, post-effective amendments), with all exhibits and any and all documents required to be filed with respect thereto, with the Securities and Exchange Commission or any regulatory authority, granting unto such attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises in order to effectuate the same, as fully to all intents and purposes as he himself might or could do, if personally present, hereby ratifying and confirming all that said attorneys-in-fact and agent or his substitute or substitutes, may lawfully do or cause to be done.

        Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities indicated on December 17, 2004.

Signatures	Title
/s/  R. DALE ROSS R. Dale Ross	President, Manager and Director of the Sole Member (Principal Executive Officer)
/s/  BRUCE D. BROUSSARD Bruce D. Broussard	Vice President, Manager and Director of the Sole Member (Principal Financial and Accounting Officer)
/s/  GEORGE D. MORGAN George D. Morgan	Vice President, Secretary and Treasurer

II-20

SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, the Nebraska Pharmaceutical Services, LLC has duly caused this Registration Statement on Form S-4 to be assigned on its behalf by the undersigned, thereunto duly authorized, on this 17th day of December, 2004.

NEBRASKA PHARMACEUTICAL SERVICES, LLC
By:	/s/  BRUCE D. BROUSSARD
	Bruce D. Broussard Vice President and Manager

POWER OF ATTORNEY

        KNOW ALL MEN BY THESE PRESENTS, that each of the undersigned officers and directors of the Registrant hereby constitutes and appoints each of R. Dale Ross and Bruce D. Broussard his true and lawful attorney-in-fact and agent, with full power of substitution, for him and on his behalf and in his name, place and stead, in any and all capacities, to sign, execute and file this registration statement under the Securities Act of 1933, as amended, and any or all amendments (including, without limitation, post-effective amendments), with all exhibits and any and all documents required to be filed with respect thereto, with the Securities and Exchange Commission or any regulatory authority, granting unto such attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises in order to effectuate the same, as fully to all intents and purposes as he himself might or could do, if personally present, hereby ratifying and confirming all that said attorneys-in-fact and agent or his substitute or substitutes, may lawfully do or cause to be done.

        Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities indicated on December 17, 2004.

Signatures	Title
/s/  R. DALE ROSS R. Dale Ross	President, Manager and Director of the Sole Member (Principal Executive Officer)
/s/  BRUCE D. BROUSSARD Bruce D. Broussard	Vice President, Manager and Director of the Sole Member (Principal Financial and Accounting Officer)
/s/  GEORGE D. MORGAN George D. Morgan	Vice President, Secretary and Treasurer

II-21

SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, the New Mexico Pharmaceutical Services, LLC has duly caused this Registration Statement on Form S-4 to be assigned on its behalf by the undersigned, thereunto duly authorized, on this 17th day of December, 2004.

NEW MEXICO PHARMACEUTICAL SERVICES, LLC
By	/s/  BRUCE D. BROUSSARD
	Bruce D. Broussard Vice President and Manager

POWER OF ATTORNEY

        KNOW ALL MEN BY THESE PRESENTS, that each of the undersigned officers and directors of the Registrant hereby constitutes and appoints each of R. Dale Ross and Bruce D. Broussard his true and lawful attorney-in-fact and agent, with full power of substitution, for him and on his behalf and in his name, place and stead, in any and all capacities, to sign, execute and file this registration statement under the Securities Act of 1933, as amended, and any or all amendments (including, without limitation, post-effective amendments), with all exhibits and any and all documents required to be filed with respect thereto, with the Securities and Exchange Commission or any regulatory authority, granting unto such attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises in order to effectuate the same, as fully to all intents and purposes as he himself might or could do, if personally present, hereby ratifying and confirming all that said attorneys-in-fact and agent or his substitute or substitutes, may lawfully do or cause to be done.

        Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities indicated on December 17, 2004.

Signatures	Title
/s/  R. DALE ROSS R. Dale Ross	President, Manager and Director of the Sole Member (Principal Executive Officer)
/s/  BRUCE D. BROUSSARD Bruce D. Broussard	Vice President, Manager and Director of the Sole Member (Principal Financial and Accounting Officer)
/s/  GEORGE D. MORGAN George D. Morgan	Vice President, Secretary and Treasurer

II-22

SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, the AOR Management Company of Oklahoma, Inc. has duly caused this Registration Statement on Form S-4 to be assigned on its behalf by the undersigned, thereunto duly authorized, on this 17th day of December, 2004.

AOR MANAGEMENT COMPANY OF     OKLAHOMA, INC.
By:	/s/  BRUCE D. BROUSSARD
	Bruce D. Broussard Vice President

POWER OF ATTORNEY

        KNOW ALL MEN BY THESE PRESENTS, that each of the undersigned officers and directors of the Registrant hereby constitutes and appoints each of R. Dale Ross and Bruce D. Broussard as his true and lawful attorney-in-fact and agent, with full power of substitution, for him and on his behalf and in his name, place and stead, in any and all capacities, to sign, execute and file this registration statement under the Securities Act of 1933, as amended, and any or all amendments (including, without limitation, post-effective amendments), with all exhibits and any and all documents required to be filed with respect thereto, with the Securities and Exchange Commission or any regulatory authority, granting unto such attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises in order to effectuate the same, as fully to all intents and purposes as he himself might or could do, if personally present, hereby ratifying and confirming all that said attorneys-in-fact and agent or his substitute or substitutes, may lawfully do or cause to be done.

        Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities indicated on December 17, 2004.

Signatures	Title
/s/  R. DALE ROSS R. Dale Ross	President and Director (Principal Executive Officer)
/s/  BRUCE D. BROUSSARD Bruce D. Broussard	Vice President and Director (Principal Financial Officer and Accounting Officer)
/s/  GEORGE D. MORGAN George D. Morgan	Vice President, Secretary and Treasurer

II-23

SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, the North Carolina Pharmaceutical Services, LLC has duly caused this Registration Statement on Form S-4 to be assigned on its behalf by the undersigned, thereunto duly authorized, on this 17th day of December, 2004.

NORTH CAROLINA PHARMACEUTICAL     SERVICES, LLC
By:	/s/  BRUCE D. BROUSSARD
	Bruce D. Broussard Vice President and Manager

POWER OF ATTORNEY

        KNOW ALL MEN BY THESE PRESENTS, that each of the undersigned officers and directors of the Registrant hereby constitutes and appoints each of R. Dale Ross and Bruce D. Broussard his true and lawful attorney-in-fact and agent, with full power of substitution, for him and on his behalf and in his name, place and stead, in any and all capacities, to sign, execute and file this registration statement under the Securities Act of 1933, as amended, and any or all amendments (including, without limitation, post-effective amendments), with all exhibits and any and all documents required to be filed with respect thereto, with the Securities and Exchange Commission or any regulatory authority, granting unto such attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises in order to effectuate the same, as fully to all intents and purposes as he himself might or could do, if personally present, hereby ratifying and confirming all that said attorneys-in-fact and agent or his substitute or substitutes, may lawfully do or cause to be done.

        Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities indicated on December 17, 2004.

Signatures	Title
/s/  R. DALE ROSS R. Dale Ross	President, Manager and Director of the Sole Member (Principal Executive Officer)
/s/  BRUCE D. BROUSSARD Bruce D. Broussard	Vice President, Manager and Director of the Sole Member (Principal Financial and Accounting Officer)
/s/  GEORGE D. MORGAN George D. Morgan	Vice President, Secretary and Treasurer

II-24

SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, the AOR Management Company of Pennsylvania, Inc. has duly caused this Registration Statement on Form S-4 to be assigned on its behalf by the undersigned, thereunto duly authorized, on this 17th day of December, 2004.

AOR MANAGEMENT COMPANY OF     PENNSYLVANIA, INC.
By:	/s/  BRUCE D. BROUSSARD
	Bruce D. Broussard Vice President

POWER OF ATTORNEY

        KNOW ALL MEN BY THESE PRESENTS, that each of the undersigned officers and directors of the Registrant hereby constitutes and appoints each of R. Dale Ross and Bruce D. Broussard as his true and lawful attorney-in-fact and agent, with full power of substitution, for him and on his behalf and in his name, place and stead, in any and all capacities, to sign, execute and file this registration statement under the Securities Act of 1933, as amended, and any or all amendments (including, without limitation, post-effective amendments), with all exhibits and any and all documents required to be filed with respect thereto, with the Securities and Exchange Commission or any regulatory authority, granting unto such attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises in order to effectuate the same, as fully to all intents and purposes as he himself might or could do, if personally present, hereby ratifying and confirming all that said attorneys-in-fact and agent or his substitute or substitutes, may lawfully do or cause to be done.

        Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities indicated on December 17, 2004.

Signatures	Title
/s/  R. DALE ROSS R. Dale Ross	President and Director (Principal Executive Officer)
/s/  BRUCE D. BROUSSARD Bruce D. Broussard	Vice President and Director (Principal Financial Officer and Accounting Officer)
/s/  GEORGE D. MORGAN George D. Morgan	Vice President, Secretary and Treasurer

II-25

SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, the Pennsylvania Pharmaceutical Services, LLC has duly caused this Registration Statement on Form S-4 to be assigned on its behalf by the undersigned, thereunto duly authorized, on this 17th day of December, 2004.

PENNSYLVANIA PHARMACEUTICAL     SERVICES, LLC
By:	/s/  BRUCE D. BROUSSARD
	Bruce D. Broussard Vice President and Manager

POWER OF ATTORNEY

        KNOW ALL MEN BY THESE PRESENTS, that each of the undersigned officers and directors of the Registrant hereby constitutes and appoints each of R. Dale Ross and Bruce D. Broussard his true and lawful attorney-in-fact and agent, with full power of substitution, for him and on his behalf and in his name, place and stead, in any and all capacities, to sign, execute and file this registration statement under the Securities Act of 1933, as amended, and any or all amendments (including, without limitation, post-effective amendments), with all exhibits and any and all documents required to be filed with respect thereto, with the Securities and Exchange Commission or any regulatory authority, granting unto such attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises in order to effectuate the same, as fully to all intents and purposes as he himself might or could do, if personally present, hereby ratifying and confirming all that said attorneys-in-fact and agent or his substitute or substitutes, may lawfully do or cause to be done.

        Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities indicated on December 17, 2004.

Signatures	Title
/s/  R. DALE ROSS R. Dale Ross	President, Manager and Director of the Sole Member (Principal Executive Officer)
/s/  BRUCE D. BROUSSARD Bruce D. Broussard	Vice President, Manager and Director of the Sole Member (Principal Financial and Accounting Officer)
/s/  GEORGE D. MORGAN George D. Morgan	Vice President, Secretary and Treasurer

II-26

SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, the AOR Management Company of Texas, Inc. has duly caused this Registration Statement on Form S-4 to be assigned on its behalf by the undersigned, thereunto duly authorized, on this 17th day of December, 2004.

AOR MANAGEMENT COMPANY OF TEXAS, INC.
By:	/s/  BRUCE D. BROUSSARD Bruce D. Broussard Vice President

POWER OF ATTORNEY

        KNOW ALL MEN BY THESE PRESENTS, that each of the undersigned officers and directors of the Registrant hereby constitutes and appoints each of R. Dale Ross and Bruce D. Broussard as his true and lawful attorney-in-fact and agent, with full power of substitution, for him and on his behalf and in his name, place and stead, in any and all capacities, to sign, execute and file this registration statement under the Securities Act of 1933, as amended, and any or all amendments (including, without limitation, post-effective amendments), with all exhibits and any and all documents required to be filed with respect thereto, with the Securities and Exchange Commission or any regulatory authority, granting unto such attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises in order to effectuate the same, as fully to all intents and purposes as he himself might or could do, if personally present, hereby ratifying and confirming all that said attorneys-in-fact and agent or his substitute or substitutes, may lawfully do or cause to be done.

        Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities indicated on December 17, 2004.

Signatures	Title
/s/  R. DALE ROSS R. Dale Ross	President and Director (Principal Executive Officer)
/s/  BRUCE D. BROUSSARD Bruce D. Broussard	Vice President and Director (Principal Financial Officer and Accounting Officer)
/s/  GEORGE D. MORGAN George D. Morgan	Vice President, Secretary and Treasurer

II-27

SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, the AOR Management Company of Virginia, Inc. has duly caused this Registration Statement on Form S-4 to be assigned on its behalf by the undersigned, thereunto duly authorized, on this 17th day of December, 2004.

AOR MANAGEMENT COMPANY OF VIRGINIA, INC.
By:	/s/  BRUCE D. BROUSSARD Bruce D. Broussard Vice President

POWER OF ATTORNEY

        KNOW ALL MEN BY THESE PRESENTS, that each of the undersigned officers and directors of the Registrant hereby constitutes and appoints each of R. Dale Ross and Bruce D. Broussard as his true and lawful attorney-in-fact and agent, with full power of substitution, for him and on his behalf and in his name, place and stead, in any and all capacities, to sign, execute and file this registration statement under the Securities Act of 1933, as amended, and any or all amendments (including, without limitation, post-effective amendments), with all exhibits and any and all documents required to be filed with respect thereto, with the Securities and Exchange Commission or any regulatory authority, granting unto such attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises in order to effectuate the same, as fully to all intents and purposes as he himself might or could do, if personally present, hereby ratifying and confirming all that said attorneys-in-fact and agent or his substitute or substitutes, may lawfully do or cause to be done.

        Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities indicated on December 17, 2004.

Signatures	Title
/s/  R. DALE ROSS R. Dale Ross	President and Director (Principal Executive Officer)
/s/  BRUCE D. BROUSSARD Bruce D. Broussard	Vice President and Director (Principal Financial Officer and Accounting Officer)
/s/  GEORGE D. MORGAN George D. Morgan	Vice President, Secretary and Treasurer

II-28

SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, the AOR of Indiana Management Partnership has duly caused this Registration Statement on Form S-4 to be assigned on its behalf by the undersigned, thereunto duly authorized, on this 17th day of December, 2004.

AOR OF INDIANA MANAGEMENT PARTNERSHIP
By:	AOR Management Company of Indiana, Inc., partner
By	/s/  BRUCE D. BROUSSARD Bruce D. Broussard Vice President
By:	AOR Holding Company of Indiana, Inc., partner
By	/s/  BRUCE D. BROUSSARD Bruce D. Broussard Vice President

POWER OF ATTORNEY

        KNOW ALL MEN BY THESE PRESENTS, that each of the undersigned officers and directors of the Registrant hereby constitutes and appoints each of R. Dale Ross and Bruce D. Broussard as his true and lawful attorney-in-fact and agent, with full power of substitution, for him and on his behalf and in his name, place and stead, in any and all capacities, to sign, execute and file this registration statement under the Securities Act of 1933, as amended, and any or all amendments (including, without limitation, post-effective amendments), with all exhibits and any and all documents required to be filed with respect thereto, with the Securities and Exchange Commission or any regulatory authority, granting unto such attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises in order to effectuate the same, as fully to all intents and purposes as he himself might or could do, if personally present, hereby ratifying and confirming all that said attorneys-in-fact and agent or his substitute or substitutes, may lawfully do or cause to be done.

        Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities indicated on December 17, 2004.

Signatures	Title
/s/  R. DALE ROSS R. Dale Ross	President and Director of each of the Partners of AOR of Indiana Management Partnership (Principal Executive Officer)
/s/  BRUCE D. BROUSSARD Bruce D. Broussard	Vice President and Director of each of the Partners of AOR of Indiana Management Partnership (Principal Financial Officer and Accounting Officer)
/s/  GEORGE D. MORGAN George D. Morgan	Vice President, Secretary and Treasurer of each of the Partners of AOR of Indiana Management Partnership

II-29

SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, the AOR of Texas Management Limited Partnership has duly caused this Registration Statement on Form S-4 to be assigned on its behalf by the undersigned, thereunto duly authorized, on this 17th day of December, 2004.

AOR OF TEXAS MANAGEMENT LIMITED PARTNERSHIP
By:	AOR Management Company of Texas, Inc., its general partner
By	/s/  BRUCE D. BROUSSARD Bruce D. Broussard Vice President, Secretary and Treasurer

POWER OF ATTORNEY

        KNOW ALL MEN BY THESE PRESENTS, that each of the undersigned officers and directors of the Registrant hereby constitutes and appoints each of R. Dale Ross and Bruce D. Broussard as his true and lawful attorney-in-fact and agent, with full power of substitution, for him and on his behalf and in his name, place and stead, in any and all capacities, to sign, execute and file this registration statement under the Securities Act of 1933, as amended, and any or all amendments (including, without limitation, post-effective amendments), with all exhibits and any and all documents required to be filed with respect thereto, with the Securities and Exchange Commission or any regulatory authority, granting unto such attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises in order to effectuate the same, as fully to all intents and purposes as he himself might or could do, if personally present, hereby ratifying and confirming all that said attorneys-in-fact and agent or his substitute or substitutes, may lawfully do or cause to be done.

        Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities indicated on December 17, 2004.

Signatures	Title
/s/  R. DALE ROSS R. Dale Ross	President and Director of the general partner of AOR of Texas Management Limited Partnership (Principal Executive Officer)
/s/  BRUCE D. BROUSSARD Bruce D. Broussard	Vice President and Director of the general partner of AOR of Texas Management Limited Partnership (Principal Financial Officer and Accounting Officer)
/s/  GEORGE D. MORGAN George D. Morgan	Vice President, Secretary and Treasurer of the general partner of AOR of Texas Management Limited Partnership

II-30

SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, the AOR Real Estate, Inc. has duly caused this Registration Statement on Form S-4 to be assigned on its behalf by the undersigned, thereunto duly authorized, on this 17th day of December, 2004.

AOR REAL ESTATE, INC.
By	/s/  BRUCE D. BROUSSARD Bruce D. Broussard Vice President

POWER OF ATTORNEY

        KNOW ALL MEN BY THESE PRESENTS, that each of the undersigned officers and directors of the Registrant hereby constitutes and appoints each of R. Dale Ross and Bruce D. Broussard as his true and lawful attorney-in-fact and agent, with full power of substitution, for him and on his behalf and in his name, place and stead, in any and all capacities, to sign, execute and file this registration statement under the Securities Act of 1933, as amended, and any or all amendments (including, without limitation, post-effective amendments), with all exhibits and any and all documents required to be filed with respect thereto, with the Securities and Exchange Commission or any regulatory authority, granting unto such attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises in order to effectuate the same, as fully to all intents and purposes as he himself might or could do, if personally present, hereby ratifying and confirming all that said attorneys-in-fact and agent or his substitute or substitutes, may lawfully do or cause to be done.

        Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities indicated on December 17, 2004.

Signatures	Title
/s/  R. DALE ROSS R. Dale Ross	President and Director (Principal Executive Officer)
/s/  BRUCE D. BROUSSARD Bruce D. Broussard	Vice President and Director (Principal Financial Officer and Accounting Officer)
/s/  GEORGE D. MORGAN George D. Morgan	Vice President, Secretary and Treasurer

II-31

SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, the AOR Synthetic Real Estate, Inc. has duly caused this Registration Statement on Form S-4 to be assigned on its behalf by the undersigned, thereunto duly authorized, on this 17th day of December, 2004.

AOR SYNTHETIC REAL ESTATE, INC.
By	/s/  BRUCE D. BROUSSARD Bruce D. Broussard Vice President

POWER OF ATTORNEY

        KNOW ALL MEN BY THESE PRESENTS, that each of the undersigned officers and directors of the Registrant hereby constitutes and appoints each of R. Dale Ross and Bruce D. Broussard as his true and lawful attorney-in-fact and agent, with full power of substitution, for him and on his behalf and in his name, place and stead, in any and all capacities, to sign, execute and file this registration statement under the Securities Act of 1933, as amended, and any or all amendments (including, without limitation, post-effective amendments), with all exhibits and any and all documents required to be filed with respect thereto, with the Securities and Exchange Commission or any regulatory authority, granting unto such attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises in order to effectuate the same, as fully to all intents and purposes as he himself might or could do, if personally present, hereby ratifying and confirming all that said attorneys-in-fact and agent or his substitute or substitutes, may lawfully do or cause to be done.

        Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities indicated on December 17, 2004.

Signatures	Title
/s/  R. DALE ROSS R. Dale Ross	President and Director (Principal Executive Officer)
/s/  BRUCE D. BROUSSARD Bruce D. Broussard	Vice President and Director (Principal Financial Officer and Accounting Officer)
/s/  GEORGE D. MORGAN George D. Morgan	Vice President, Secretary and Treasurer

II-32

SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, the Selectplus Oncology, LLC has duly caused this Registration Statement on Form S-4 to be assigned on its behalf by the undersigned, thereunto duly authorized, on this 17th day of December, 2004.

SELECTPLUS ONCOLOGY, LLC
By:	/s/  BRUCE D. BROUSSARD Bruce D. Broussard Vice President and Manager

POWER OF ATTORNEY

        KNOW ALL MEN BY THESE PRESENTS, that each of the undersigned officers and directors of the Registrant hereby constitutes and appoints each of R. Dale Ross and Bruce D. Broussard his true and lawful attorney-in-fact and agent, with full power of substitution, for him and on his behalf and in his name, place and stead, in any and all capacities, to sign, execute and file this registration statement under the Securities Act of 1933, as amended, and any or all amendments (including, without limitation, post-effective amendments), with all exhibits and any and all documents required to be filed with respect thereto, with the Securities and Exchange Commission or any regulatory authority, granting unto such attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises in order to effectuate the same, as fully to all intents and purposes as he himself might or could do, if personally present, hereby ratifying and confirming all that said attorneys-in-fact and agent or his substitute or substitutes, may lawfully do or cause to be done.

        Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities indicated on December 17, 2004.

Signatures	Title
/s/  R. DALE ROSS R. Dale Ross	President, Manager and Director of the Sole Member (Principal Executive Officer)
/s/  BRUCE D. BROUSSARD Bruce D. Broussard	Vice President, Manager and Director of the Sole Member (Principal Financial and Accounting Officer)
/s/  GEORGE D. MORGAN George D. Morgan	Vice President, Secretary and Treasurer

II-33

SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, the AORT Holding Company, Inc. has duly caused this Registration Statement on Form S-4 to be assigned on its behalf by the undersigned, thereunto duly authorized, on this 17th day of December, 2004.

AORT HOLDING COMPANY, INC.
By:	/s/  BRUCE D. BROUSSARD Bruce D. Broussard Vice President

POWER OF ATTORNEY

        KNOW ALL MEN BY THESE PRESENTS, that each of the undersigned officers and directors of the Registrant hereby constitutes and appoints each of R. Dale Ross and Bruce D. Broussard as his true and lawful attorney-in-fact and agent, with full power of substitution, for him and on his behalf and in his name, place and stead, in any and all capacities, to sign, execute and file this registration statement under the Securities Act of 1933, as amended, and any or all amendments (including, without limitation, post-effective amendments), with all exhibits and any and all documents required to be filed with respect thereto, with the Securities and Exchange Commission or any regulatory authority, granting unto such attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises in order to effectuate the same, as fully to all intents and purposes as he himself might or could do, if personally present, hereby ratifying and confirming all that said attorneys-in-fact and agent or his substitute or substitutes, may lawfully do or cause to be done.

        Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities indicated on December 17, 2004.

Signatures	Title
/s/  R. DALE ROSS R. Dale Ross	President and Director (Principal Executive Officer)
/s/  BRUCE D. BROUSSARD Bruce D. Broussard	Vice President and Director (Principal Financial Officer and Accounting Officer)
/s/  GEORGE D. MORGAN George D. Morgan	Vice President, Secretary and Treasurer

II-34

SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, the Greenville Radiation Care, Inc. has duly caused this Registration Statement on Form S-4 to be assigned on its behalf by the undersigned, thereunto duly authorized, on this 17th day of December, 2004.

GREENVILLE RADIATION CARE, INC.
By:	/s/  BRUCE D. BROUSSARD Bruce D. Broussard Vice President

POWER OF ATTORNEY

        KNOW ALL MEN BY THESE PRESENTS, that each of the undersigned officers and directors of the Registrant hereby constitutes and appoints each of R. Dale Ross and Bruce D. Broussard as his true and lawful attorney-in-fact and agent, with full power of substitution, for him and on his behalf and in his name, place and stead, in any and all capacities, to sign, execute and file this registration statement under the Securities Act of 1933, as amended, and any or all amendments (including, without limitation, post-effective amendments), with all exhibits and any and all documents required to be filed with respect thereto, with the Securities and Exchange Commission or any regulatory authority, granting unto such attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises in order to effectuate the same, as fully to all intents and purposes as he himself might or could do, if personally present, hereby ratifying and confirming all that said attorneys-in-fact and agent or his substitute or substitutes, may lawfully do or cause to be done.

        Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities indicated on December 17, 2004.

Signatures	Title
/s/  R. DALE ROSS R. Dale Ross	President and Director (Principal Executive Officer)
/s/  BRUCE D. BROUSSARD Bruce D. Broussard	Vice President and Director (Principal Financial Officer and Accounting Officer)
/s/  GEORGE D. MORGAN George D. Morgan	Vice President, Secretary and Treasurer

II-35

SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, the Physician Reliance, L.P. has duly caused this Registration Statement on Form S-4 to be assigned on its behalf by the undersigned, thereunto duly authorized, on this 17th day of December, 2004.

PHYSICIAN RELIANCE, L.P.
By:	PRN Physician Reliance, LLC, its general partner
By	/s/  BRUCE D. BROUSSARD Bruce D. Broussard Vice President and Manager

POWER OF ATTORNEY

        KNOW ALL MEN BY THESE PRESENTS, that each of the undersigned officers and directors of the Registrant hereby constitutes and appoints each of R. Dale Ross and Bruce D. Broussard as his true and lawful attorney-in-fact and agent, with full power of substitution, for him and on his behalf and in his name, place and stead, in any and all capacities, to sign, execute and file this registration statement under the Securities Act of 1933, as amended, and any or all amendments (including, without limitation, post-effective amendments), with all exhibits and any and all documents required to be filed with respect thereto, with the Securities and Exchange Commission or any regulatory authority, granting unto such attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises in order to effectuate the same, as fully to all intents and purposes as he himself might or could do, if personally present, hereby ratifying and confirming all that said attorneys-in-fact and agent or his substitute or substitutes, may lawfully do or cause to be done.

        Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities indicated on December 17, 2004.

Signatures	Title
/s/  R. DALE ROSS R. Dale Ross	President and Manager of the general partner of Physician Reliance L.P. (Principal Executive Officer)
/s/  BRUCE D. BROUSSARD Bruce D. Broussard	Vice President and Manager of the general partner of Physician Reliance L.P. (Principal Financial Officer and Accounting Officer)
/s/  GEORGE D. MORGAN George D. Morgan	Vice President, Secretary and Treasurer of the general partner of Physician Reliance L.P.

II-36

SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, the Physician Reliance Holdings, LLC has duly caused this Registration Statement on Form S-4 to be assigned on its behalf by the undersigned, thereunto duly authorized, on this 17th day of December, 2004.

PHYSICIAN RELIANCE HOLDINGS, LLC
By:	/s/  BRUCE D. BROUSSARD Bruce D. Broussard Vice President and Manager

POWER OF ATTORNEY

        KNOW ALL MEN BY THESE PRESENTS, that each of the undersigned officers and directors of the Registrant hereby constitutes and appoints each of R. Dale Ross and Bruce D. Broussard as his true and lawful attorney-in-fact and agent, with full power of substitution, for him and on his behalf and in his name, place and stead, in any and all capacities, to sign, execute and file this registration statement under the Securities Act of 1933, as amended, and any or all amendments (including, without limitation, post-effective amendments), with all exhibits and any and all documents required to be filed with respect thereto, with the Securities and Exchange Commission or any regulatory authority, granting unto such attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises in order to effectuate the same, as fully to all intents and purposes as he himself might or could do, if personally present, hereby ratifying and confirming all that said attorneys-in-fact and agent or his substitute or substitutes, may lawfully do or cause to be done.

        Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities indicated on December 17, 2004.

Signatures	Title
/s/  R. DALE ROSS R. Dale Ross	President, and Manager and Director of the Sole Member of Physician Reliance Holdings, LLC (Principal Executive Officer)
/s/  BRUCE D. BROUSSARD Bruce D. Broussard	Vice President and Manager and Director of the Sole Member of Physician Reliance Holdings, LLC (Principal Financial Officer and Accounting Officer)
/s/  GEORGE D. MORGAN George D. Morgan	Vice President, Secretary and Treasurer

II-37

SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, the Physician Reliance Network, Inc. has duly caused this Registration Statement on Form S-4 to be assigned on its behalf by the undersigned, thereunto duly authorized, on this 17th day of December, 2004.

PHYSICIAN RELIANCE NETWORK, INC.
By:	/s/  BRUCE D. BROUSSARD Bruce D. Broussard Vice President

POWER OF ATTORNEY

        KNOW ALL MEN BY THESE PRESENTS, that each of the undersigned officers and directors of the Registrant hereby constitutes and appoints each of R. Dale Ross and Bruce D. Broussard as his true and lawful attorney-in-fact and agent, with full power of substitution, for him and on his behalf and in his name, place and stead, in any and all capacities, to sign, execute and file this registration statement under the Securities Act of 1933, as amended, and any or all amendments (including, without limitation, post-effective amendments), with all exhibits and any and all documents required to be filed with respect thereto, with the Securities and Exchange Commission or any regulatory authority, granting unto such attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises in order to effectuate the same, as fully to all intents and purposes as he himself might or could do, if personally present, hereby ratifying and confirming all that said attorneys-in-fact and agent or his substitute or substitutes, may lawfully do or cause to be done.

        Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities indicated on December 17, 2004.

Signatures	Title
/s/  R. DALE ROSS R. Dale Ross	President and Director (Principal Executive Officer)
/s/  BRUCE D. BROUSSARD Bruce D. Broussard	Vice President and Director (Principal Financial Officer and Accounting Officer)
/s/  GEORGE D. MORGAN George D. Morgan	Vice President, Secretary and Treasurer

II-38

SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, the PRN Physician Reliance, LLC has duly caused this Registration Statement on Form S-4 to be assigned on its behalf by the undersigned, thereunto duly authorized, on this 17th day of December, 2004.

PRN PHYSICIAN RELIANCE, LLC
By:	/s/  BRUCE D. BROUSSARD Bruce D. Broussard Vice President, Secretary and Treasurer

POWER OF ATTORNEY

        KNOW ALL MEN BY THESE PRESENTS, that each of the undersigned officers and directors of the Registrant hereby constitutes and appoints each of R. Dale Ross and Bruce D. Broussard as his true and lawful attorney-in-fact and agent, with full power of substitution, for him and on his behalf and in his name, place and stead, in any and all capacities, to sign, execute and file this registration statement under the Securities Act of 1933, as amended, and any or all amendments (including, without limitation, post-effective amendments), with all exhibits and any and all documents required to be filed with respect thereto, with the Securities and Exchange Commission or any regulatory authority, granting unto such attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises in order to effectuate the same, as fully to all intents and purposes as he himself might or could do, if personally present, hereby ratifying and confirming all that said attorneys-in-fact and agent or his substitute or substitutes, may lawfully do or cause to be done.

        Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities indicated on December 17, 2004.

Signatures	Title
/s/  R. DALE ROSS R. Dale Ross	President and Manager and Director of the Sole Member of PRN Physician Reliance, LLC (Principal Executive Officer)
/s/  BRUCE D. BROUSSARD Bruce D. Broussard	Vice President and Manager and Director of the Sole Member of PRN Physician Reliance, LLC (Principal Financial Officer and Accounting Officer)
/s/  GEORGE D. MORGAN George D. Morgan	Vice President, Secretary and Treasurer

II-39

SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, the RMCC Cancer Center, Inc. has duly caused this Registration Statement on Form S-4 to be assigned on its behalf by the undersigned, thereunto duly authorized, on this 17th day of December, 2004.

RMCC CANCER CENTER, INC.
By:	/s/  BRUCE D. BROUSSARD Bruce D. Broussard Vice President

POWER OF ATTORNEY

        KNOW ALL MEN BY THESE PRESENTS, that each of the undersigned officers and directors of the Registrant hereby constitutes and appoints each of R. Dale Ross and Bruce D. Broussard as his true and lawful attorney-in-fact and agent, with full power of substitution, for him and on his behalf and in his name, place and stead, in any and all capacities, to sign, execute and file this registration statement under the Securities Act of 1933, as amended, and any or all amendments (including, without limitation, post-effective amendments), with all exhibits and any and all documents required to be filed with respect thereto, with the Securities and Exchange Commission or any regulatory authority, granting unto such attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises in order to effectuate the same, as fully to all intents and purposes as he himself might or could do, if personally present, hereby ratifying and confirming all that said attorneys-in-fact and agent or his substitute or substitutes, may lawfully do or cause to be done.

        Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities indicated on December 17, 2004.

Signatures	Title
/s/  R. DALE ROSS R. Dale Ross	President and Director (Principal Executive Officer)
/s/  BRUCE D. BROUSSARD Bruce D. Broussard	Vice President and Director (Principal Financial Officer and Accounting Officer)
/s/  GEORGE D. MORGAN George D. Morgan	Vice President, Secretary and Treasurer

II-40

SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, the TOPS Pharmacy Services, Inc. has duly caused this Registration Statement on Form S-4 to be assigned on its behalf by the undersigned, thereunto duly authorized, on this 17th day of December, 2004.

TOPS PHARMACY SERVICES, INC.
By	/s/  BRUCE D. BROUSSARD
	Bruce D. Broussard Vice President

POWER OF ATTORNEY

        KNOW ALL MEN BY THESE PRESENTS, that each of the undersigned officers and directors of the Registrant hereby constitutes and appoints each of R. Dale Ross and Bruce D. Broussard as his true and lawful attorney-in-fact and agent, with full power of substitution, for him and on his behalf and in his name, place and stead, in any and all capacities, to sign, execute and file this registration statement under the Securities Act of 1933, as amended, and any or all amendments (including, without limitation, post-effective amendments), with all exhibits and any and all documents required to be filed with respect thereto, with the Securities and Exchange Commission or any regulatory authority, granting unto such attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises in order to effectuate the same, as fully to all intents and purposes as he himself might or could do, if personally present, hereby ratifying and confirming all that said attorneys-in-fact and agent or his substitute or substitutes, may lawfully do or cause to be done.

        Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities indicated on December 17, 2004.

Signatures	Title
/s/  R. DALE ROSS R. Dale Ross	President and Director (Principal Executive Officer)
/s/  BRUCE D. BROUSSARD Bruce D. Broussard	Vice President and Director (Principal Financial Officer and Accounting Officer)
/s/  GEORGE D. MORGAN George D. Morgan	Vice President, Secretary and Treasurer

II-41

SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, the US Oncology Corporate, Inc. has duly caused this Registration Statement on Form S-4 to be assigned on its behalf by the undersigned, thereunto duly authorized, on this 17th day of December, 2004.

US ONCOLOGY CORPORATE, INC.
By	/s/  BRUCE D. BROUSSARD
	Bruce D. Broussard Vice President

POWER OF ATTORNEY

        KNOW ALL MEN BY THESE PRESENTS, that each of the undersigned officers and directors of the Registrant hereby constitutes and appoints Phillip H. Watts his true and lawful attorney-in-fact and agent, with full power of substitution, for him and on his behalf and in his name, place and stead, in any and all capacities, to sign, execute and file this registration statement under the Securities Act of 1933, as amended, and any or all amendments (including, without limitation, post-effective amendments), with all exhibits and any and all documents required to be filed with respect thereto, with the Securities and Exchange Commission or any regulatory authority, granting unto such attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises in order to effectuate the same, as fully to all intents and purposes as he himself might or could do, if personally present, hereby ratifying and confirming all that said attorneys-in-fact and agent or his substitute or substitutes, may lawfully do or cause to be done.

        Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities indicated on December 17, 2004.

Signatures	Title
/s/  R. DALE ROSS R. Dale Ross	President and Director (Principal Executive Officer)
/s/  BRUCE D. BROUSSARD Bruce D. Broussard	Vice President and Director (Principal Financial Officer and Accounting Officer)
/s/  GEORGE D. MORGAN George D. Morgan	Vice President, Secretary and Treasurer

II-42

SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, the US Oncology Research, Inc. has duly caused this Registration Statement on Form S-4 to be assigned on its behalf by the undersigned, thereunto duly authorized, on this 17th day of December, 2004.

US ONCOLOGY RESEARCH, INC.
By	/s/  BRUCE D. BROUSSARD
	Bruce D. Broussard Vice President

POWER OF ATTORNEY

        KNOW ALL MEN BY THESE PRESENTS, that each of the undersigned officers and directors of the Registrant hereby constitutes and appoints each of R. Dale Ross and Bruce D. Broussard as his true and lawful attorney-in-fact and agent, with full power of substitution, for him and on his behalf and in his name, place and stead, in any and all capacities, to sign, execute and file this registration statement under the Securities Act of 1933, as amended, and any or all amendments (including, without limitation, post-effective amendments), with all exhibits and any and all documents required to be filed with respect thereto, with the Securities and Exchange Commission or any regulatory authority, granting unto such attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises in order to effectuate the same, as fully to all intents and purposes as he himself might or could do, if personally present, hereby ratifying and confirming all that said attorneys-in-fact and agent or his substitute or substitutes, may lawfully do or cause to be done.

        Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities indicated on December 17, 2004.

Signatures	Title
/s/  R. DALE ROSS R. Dale Ross	President and Director (Principal Executive Officer)
/s/  BRUCE D. BROUSSARD Bruce D. Broussard	Vice President and Director (Principal Financial Officer and Accounting Officer)
/s/  GEORGE D. MORGAN George D. Morgan	Vice President, Secretary and Treasurer

II-43

SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, the St. Louis Pharmaceutical Services, LLC has duly caused this Registration Statement on Form S-4 to be assigned on its behalf by the undersigned, thereunto duly authorized, on this 17th day of December, 2004.

ST. LOUIS PHARMACEUTICAL SERVICES, LLC
By	/s/  BRUCE D. BROUSSARD
	Bruce D. Broussard Vice President and Manager

POWER OF ATTORNEY

        KNOW ALL MEN BY THESE PRESENTS, that each of the undersigned officers and directors of the Registrant hereby constitutes and appoints each of R. Dale Ross and Bruce D. Broussard his true and lawful attorney-in-fact and agent, with full power of substitution, for him and on his behalf and in his name, place and stead, in any and all capacities, to sign, execute and file this registration statement under the Securities Act of 1933, as amended, and any or all amendments (including, without limitation, post-effective amendments), with all exhibits and any and all documents required to be filed with respect thereto, with the Securities and Exchange Commission or any regulatory authority, granting unto such attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises in order to effectuate the same, as fully to all intents and purposes as he himself might or could do, if personally present, hereby ratifying and confirming all that said attorneys-in-fact and agent or his substitute or substitutes, may lawfully do or cause to be done.

        Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities indicated on December 17, 2004.

Signatures	Title
/s/  R. DALE ROSS R. Dale Ross	President, Manager and Director of the Sole Member (Principal Executive Officer)
/s/  BRUCE D. BROUSSARD Bruce D. Broussard	Vice President, Manager and Director of the Sole Member (Principal Financial and Accounting Officer)
/s/  GEORGE D. MORGAN George D. Morgan	Vice President, Secretary and Treasurer

II-44

SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, the Texas Pharmaceutical Services, LLC has duly caused this Registration Statement on Form S-4 to be assigned on its behalf by the undersigned, thereunto duly authorized, on this 17th day of December, 2004.

TEXAS PHARMACEUTICAL SERVICES, LLC
By	/s/  BRUCE D. BROUSSARD
	Bruce D. Broussard Vice President and Manager

POWER OF ATTORNEY

        KNOW ALL MEN BY THESE PRESENTS, that each of the undersigned officers and directors of the Registrant hereby constitutes and appoints each of R. Dale Ross and Bruce D. Broussard his true and lawful attorney-in-fact and agent, with full power of substitution, for him and on his behalf and in his name, place and stead, in any and all capacities, to sign, execute and file this registration statement under the Securities Act of 1933, as amended, and any or all amendments (including, without limitation, post-effective amendments), with all exhibits and any and all documents required to be filed with respect thereto, with the Securities and Exchange Commission or any regulatory authority, granting unto such attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises in order to effectuate the same, as fully to all intents and purposes as he himself might or could do, if personally present, hereby ratifying and confirming all that said attorneys-in-fact and agent or his substitute or substitutes, may lawfully do or cause to be done.

        Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities indicated on December 17, 2004.

Signature	Title
/s/  R. DALE ROSS R. Dale Ross	President, Manager and Director of the Sole Member (Principal Executive Officer)
/s/  BRUCE D. BROUSSARD Bruce D. Broussard	Vice President, Manager and Director of the Sole Member (Principal Financial and Accounting Officer)
/s/  GEORGE D. MORGAN George D. Morgan	Vice President, Secretary and Treasurer

II-45

SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, the US Oncology Pharmaceutical Services, LLC has duly caused this Registration Statement on Form S-4 to be assigned on its behalf by the undersigned, thereunto duly authorized, on this 17th day of December, 2004.

US ONCOLOGY PHARMACEUTICAL SERVICES, LLC
By	/s/  BRUCE D. BROUSSARD
	Bruce D. Broussard Vice President and Manager

POWER OF ATTORNEY

        KNOW ALL MEN BY THESE PRESENTS, that each of the undersigned officers and directors of the Registrant hereby constitutes and appoints each of R. Dale Ross and Bruce D. Broussard his true and lawful attorney-in-fact and agent, with full power of substitution, for him and on his behalf and in his name, place and stead, in any and all capacities, to sign, execute and file this registration statement under the Securities Act of 1933, as amended, and any or all amendments (including, without limitation, post-effective amendments), with all exhibits and any and all documents required to be filed with respect thereto, with the Securities and Exchange Commission or any regulatory authority, granting unto such attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises in order to effectuate the same, as fully to all intents and purposes as he himself might or could do, if personally present, hereby ratifying and confirming all that said attorneys-in-fact and agent or his substitute or substitutes, may lawfully do or cause to be done.

        Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities indicated on December 17, 2004.

Signatures	Title
/s/  R. DALE ROSS R. Dale Ross	President, Manager and Director of the Sole Member (Principal Executive Officer)
/s/  BRUCE D. BROUSSARD Bruce D. Broussard	Vice President, Manager and Director of the Sole Member (Principal Financial and Accounting Officer)
/s/  GEORGE D. MORGAN George D. Morgan	Vice President, Secretary and Treasurer

II-46

SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, the Washington Pharmaceutical Services, LLC has duly caused this Registration Statement on Form S-4 to be assigned on its behalf by the undersigned, thereunto duly authorized, on this 17th day of December, 2004.

WASHINGTON PHARMACEUTICAL SERVICES, LLC
By	/s/  BRUCE D. BROUSSARD
	Bruce D. Broussard Vice President and Manager

POWER OF ATTORNEY

        KNOW ALL MEN BY THESE PRESENTS, that each of the undersigned officers and directors of the Registrant hereby constitutes and appoints each of R. Dale Ross and Bruce D. Broussard his true and lawful attorney-in-fact and agent, with full power of substitution, for him and on his behalf and in his name, place and stead, in any and all capacities, to sign, execute and file this registration statement under the Securities Act of 1933, as amended, and any or all amendments (including, without limitation, post-effective amendments), with all exhibits and any and all documents required to be filed with respect thereto, with the Securities and Exchange Commission or any regulatory authority, granting unto such attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises in order to effectuate the same, as fully to all intents and purposes as he himself might or could do, if personally present, hereby ratifying and confirming all that said attorneys-in-fact and agent or his substitute or substitutes, may lawfully do or cause to be done.

        Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities indicated on December 17, 2004.

Signatures	Title
/s/  R. DALE ROSS R. Dale Ross	President, Manager and Director of the Sole Member (Principal Executive Officer)
/s/  BRUCE D. BROUSSARD Bruce D. Broussard	Vice President, Manager and Director of the Sole Member (Principal Financial and Accounting Officer)
/s/  GEORGE D. MORGAN George D. Morgan	Vice President, Secretary and Treasurer

II-47

QuickLinks

TABLE OF CONTENTS
PROSPECTUS SUMMARY
Our Company
The Transactions
The Offering of the Outstanding Notes
Summary of the Terms of the Exchange Offer
Summary Description of the Exchange Notes
Summary of Historical and Pro Forma Condensed Consolidated Financial Information
RISK FACTORS
INDUSTRY AND MARKET DATA
FORWARD LOOKING STATEMENTS
THE EXCHANGE OFFER
THE TRANSACTIONS
USE OF PROCEEDS
CAPITALIZATION
SELECTED HISTORICAL CONSOLIDATED FINANCIAL INFORMATION
UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL INFORMATION
UNAUDITED PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS For the Year Ended December 31, 2003 (Dollars in Thousands)
UNAUDITED PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS For the Nine Months Ended September 30, 2004 (Dollars in thousands)
NOTES TO UNAUDITED PRO FORMA CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
BUSINESS
GOVERNMENT REGULATION
MANAGEMENT
Summary Compensation Table
Option Grants in Last Fiscal Year
Option Exercises in Last Year and Year-End Option Value Table(1)
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
DESCRIPTION OF CERTAIN OTHER INDEBTEDNESS
DESCRIPTION OF SENIOR EXCHANGE NOTES
DESCRIPTION OF SENIOR SUBORDINATED EXCHANGE NOTES
MATERIAL U.S. FEDERAL INCOME TAX CONSIDERATIONS
PLAN OF DISTRIBUTION
LEGAL MATTERS
EXPERTS
WHERE YOU CAN FIND ADDITIONAL INFORMATION
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
US ONCOLOGY, INC. CONSOLIDATED BALANCE SHEET (in thousands)
US ONCOLOGY, INC. CONSOLIDATED STATEMENT OF OPERATIONS AND COMPREHENSIVE INCOME (in thousands, except per share amounts)
US ONCOLOGY, INC. CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY (in thousands)
US ONCOLOGY, INC. CONSOLIDATED STATEMENT OF CASH FLOWS (in thousands)
US ONCOLOGY, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
CONDENSED CONSOLIDATED FINANCIAL STATEMENTS US ONCOLOGY, INC. CONDENSED CONSOLIDATED BALANCE SHEET (in thousands) (unaudited)
US ONCOLOGY, INC. CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS AND COMPREHENSIVE INCOME (in thousands) (unaudited)
US ONCOLOGY, INC. CONDENSED CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY (in thousands) (unaudited)
US ONCOLOGY, INC. CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS (in thousands) (unaudited)
US ONCOLOGY, INC. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (unaudited)
PART II INFORMATION NOT REQUIRED IN PROSPECTUS
SIGNATURES
POWER OF ATTORNEY
SIGNATURES
POWER OF ATTORNEY
SIGNATURES
POWER OF ATTORNEY
SIGNATURES
POWER OF ATTORNEY
SIGNATURES
POWER OF ATTORNEY
SIGNATURES
POWER OF ATTORNEY
SIGNATURES
POWER OF ATTORNEY
SIGNATURES
POWER OF ATTORNEY
SIGNATURES
POWER OF ATTORNEY
SIGNATURES
POWER OF ATTORNEY
SIGNATURES
POWER OF ATTORNEY
SIGNATURES
POWER OF ATTORNEY
SIGNATURES
POWER OF ATTORNEY
SIGNATURES
POWER OF ATTORNEY
SIGNATURES
POWER OF ATTORNEY
SIGNATURES
POWER OF ATTORNEY
SIGNATURES
POWER OF ATTORNEY
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POWER OF ATTORNEY
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POWER OF ATTORNEY
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POWER OF ATTORNEY
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POWER OF ATTORNEY
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POWER OF ATTORNEY
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POWER OF ATTORNEY
SIGNATURES
POWER OF ATTORNEY

EX-3.1(A)

Exhibit 3.1(a)

AMENDED AND RESTATED

CERTIFICATE OF INCORPORATION

OF

US ONCOLOGY, INC.

FIRST:           Name.  The name of the Corporation is

US ONCOLOGY, INC.

SECOND:      Address of Registered Office.  The address of the registered office of the Corporation in the State of Delaware is 2711 Centerville Road, Suite 400, in the City of Wilmington, County of New Castle 19808.  The name of the Corporation’s registered agent at such address is Corporation Service Company.

THIRD:          Purpose.  The purposes for which the Corporation is formed are to engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of the State of Delaware.

FOURTH:      Number of Shares.  The total number of shares of stock that the Corporation shall have authority to issue is 100 shares all of which shall be Common Stock, $.01 per share par value.

FIFTH:           Bylaws.  In furtherance and not in limitation of the powers conferred by the laws of the State of Delaware, the Board of Directors of the Corporation is expressly authorized and empowered to make, alter or repeal the Bylaws of the Corporation, subject to the power of the stockholders of the Corporation to alter or repeal any Bylaw made by the Board of Directors.

SIXTH.          Indemnification; Liability.  (a)  The Corporation shall, to the fullest extent permitted by Section 145 of the General Corporation Law of the State of Delaware, as the

same may be amended and supplemented, indemnify (and may advance expenses to) any and all persons whom it shall have power to indemnify under said section from and against any and all of the expenses, liabilities and other matters referred to in or covered by said section, and the indemnification provided for herein shall not be deemed exclusive of any other rights to which those indemnified may be entitled under any Bylaw, agreement, vote of stockholders or disinterested directors or otherwise, both as to action in his or her official capacity and as to action in another capacity while holding such office, and shall continue as to a person who has ceased to be a director, officer, employee or agent and shall inure to the benefit of the heirs, executors and administrators of such a person.

(b)  No person shall be personally liable to the Corporation or its stockholders for monetary damages for breach of fiduciary duty as a director; provided, that the foregoing shall not eliminate or limit the liability of a director (i) for any breach of the director’s duty of loyalty to the Corporation or its stockholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) under Section 174 of the General Corporation Law of the State of Delaware or (iv) for any transaction from which the director derived an improper personal benefit.  No amendment to or repeal of this Article SIXTH shall apply to or have any effect on the liability or alleged liability of any director for or with respect to any acts or omissions of such director occurring prior to such amendment or repeal.  If the General Corporation Law of the State of Delaware is subsequently amended to further eliminate or limit the liability of a director, then a director of the Corporation, in addition to the circumstances in which a director is not personally liable as set forth above, shall not be liable to the fullest extent permitted by the amended General Corporation Law of the State of Delaware. No repeal or modification of this Article SIXTH shall adversely affect any right of or protection afforded to a director of the Corporation existing immediately prior to such repeal or modification.

EX-3.24(A)

Exhibit 3.24(a)

STATE OF DELAWARE

SECRETARY OF STATE

DIVISION OF CORPORATIONS

FILED 03:00 PM 06/05/2002

020361070 - 3533150

CERTIFICATE OF FORMATION

OF

ALABAMA PHARMACEUTICAL SERVICES, LLC

The undersigned natural person of the age of eighteen (18) years or more, being an authorized person under the Delaware Limited Liability Company Act, hereby executes this Certificate of Formation.

1.             NAME. The name of the limited liability company is Alabama Pharmaceutical Services, LLC.

2.             REGISTERED OFFICE. The address of the limited liability company’s registered office is 1209 Orange Street, Wilmington, Delaware 19801.

3.             REGISTERED AGENT. The name and address of the limited liability company’s registered agent is the Corporation Trust Company, 1209 Orange Street, Wilmington, Delaware 19801.

IN WITNESS WHEREOF, the undersigned has executed this Certificate of Formation of Alabama Pharmaceutical Services, LLC this 5^th day of June, 2002.

By:	/s/	Phillip H. Watts
		Phillip H. Watts
		Authorized Person

EX-3.24(B)

Exhibit 3.24(b)

LIMITED LIABILITY COMPANY AGREEMENT

OF

ALABAMA PHARMACEUTICAL SERVICES, LLC

A Delaware Limited Liability Company

TABLE OF CONTENTS

ARTICLE 1.		DEFINITIONS
	1.1.	Definitions
	1.2.	Terms Defined in Act
	1.3.	Words of Inclusion
	1.4.	Section and Article References
	2.1.	Formation of Limited Liability Company
	2.2.	Name
	2.3.	Purposes; Powers
	2.4.	Term
	2.5.	Principal Office
	2.6.	Registered Office and Registered Agent
	2.7.	Other Documents and Acts
ARTICLE 3.		SINGLE MEMBER LIMITED LIABILITY COMPANY
	3.1.	Initial Member
	3.2.	No Additional Members
	3.3.	Liability to Third Parties
	3.4.	Liability to Company
	3.5.	Indemnification
	3.6.	Independent Activities
ARTICLE 4.		CAPITAL; DISTRIBUTIONS
	4.1.	Initial Contributions
	4.2.	Additional Funds
	4.3.	Limited Liability of Member
	4.4.	Loans
	4.5.	Distributions
ARTICLE 5.		MANAGEMENT
	5.1.	General Powers of Managers
	5.2.	Limitations on Power and Authority of Managers
	5.3.	Number; Qualifications
	5.4.	Designation of Managers
	5.5.	Change in Number
	5.6.	Removal
	5.7.	Resignation
	5.8.	Vacancies
	5.9.	Annual Meetings
	5.10.	Regular Meetings
	5.11.	Special Meetings
	5.12.	Place of Meetings
	5.13.	Notice of Meetings
	5.14.	Quorum
	5.15.	Manner of Acting

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	5.16.	Order of Business
	5.17.	Compensation
	5.18.	Liability to Third Parties
	5.19.	Indemnification
	5.20.	Independent Activities
ARTICLE 6.		OFFICERS
	6.1.	Number
	6.2.	Authority
	6.3.	Appointment and Term of Office
	6.4.	Removal
	6.5.	Resignation
	6.6.	Vacancies
	6.7.	Chairman
	6.8.	President
	6.9.	Vice Presidents
	6.10.	Secretary
	6.11.	Treasurer
	6.12.	Assistant Secretaries
	6.13.	Assistant Treasurers
	6.14.	Compensation
	6.15.	Sureties and Bonds
ARTICLE 7.		COMPANY PROPERTY
	7.1.	Ownership of Company Property
	7.2.	Nominees
ARTICLE 8.		DISSOLUTION
	8.1.	Dissolution
	8.2.	Liquidation and Termination
	8.3.	Certificate of Cancellation
ARTICLE 9.		GENERAL PROVISIONS
	9.1.	Books and Records
	9.2.	Invalid Provision
	9.3.	Counterparts
	9.4.	Table of Contents; Captions
	9.5.	Successors and Asssigns
	9.6.	Waiver
	9.7.	Number and Gender
	9.8.	Checks and Drafts
	9.9.	Notices
	9.10.	Governing, Law: Severability
	9.11.	Notice to Member of Provisions of this Agreement
	9.12.	Entire Agreement
	9.13.	Amendment of Agreement

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LIMITED LIABILITY COMPANY AGREEMENT

OF

ALABAMA PHARMACEUTICAL SERVICES, LLC

A Delaware Limited Liability Company

THIS LIMITED LIABILITY COMPANY AGREEMENT OF ALABAMA PHARMACEUTICAL SERVICES, LLC dated as of June 5, 2002 (the “Effective Date”), is entered into by AOR Management Company of Alabama, Inc., a Delaware corporation, as the sole Member of the Company.

ARTICLE 1.

DEFINITIONS

1.1.       Definitions. When used in this Agreement, the following words and phrases shall have the respective meanings specified in this Article 1 or in the section referred to unless a different meaning is clearly required by the context:

Act means the Delaware Limited Liability Company Act, as amended from time to time, or any corresponding provision or provisions of succeeding law.

Agreement means this limited liability company agreement as originally executed and as amended from time to time.

Certificate of Formation means the Certificate of Formation of the Company filed with the Secretary of State of Delaware, as amended from time to time.

Company means the limited liability company formed pursuant to the Certificate of Formation.

Company Property means all real and personal property from time to time owned by the Company.

Managers means, initially, R. Dale Ross and Bruce D. Broussard, and thereafter, those Persons who are designated as managers of the Company pursuant to this Agreement.

Member means AOR Management Company of Alabama, Inc., a Delaware corporation.

Person means a natural person, partnership (whether general or limited and whether domestic or foreign), limited liability company, foreign limited liability company, trust, estate, association, corporation, custodian, nominee or any other individual or entity in its own or any representative capacity.

Senior Officers means the Chairman (if the office of Chairman is filled) and the President.

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1.2.        Terms Defined in Act.  Terms defined in the Act and used in this Agreement shall have the meanings provided in the Act unless otherwise defined in this Agreement or unless the context otherwise requires.

1.3.        Words of Inclusion.  When used in this Agreement, the word “including” shall mean “including without limitation.”

1.4.        Section and Article References.  References in this Agreement to specific sections and articles refer to sections and articles of this Agreement unless otherwise stated.

ARTICLE 2.

ORGANIZATION

2.1.         Formation of Limited Liability Company.  The Company has been formed as a Delaware limited liability company pursuant to the Act, effective upon the filing of the Certificate of Formation with the Secretary of State of Delaware.  Except as provided to the contrary in this Agreement, the management of the affairs of the Company and the rights and obligations of the Member shall be governed by the provisions of the Act.

2.2.         Name.  The name of the Company is Alabama Pharmaceutical Services, LLC. The Managers may adopt one or more fictitious names for use by the Company from time to time, and shall make all filings required under applicable law in connection with any change in the name of the Company or the adoption or use of any fictitious name by the Company.

2.3.         Purposes; Powers.  The purpose of the Company shall be to transact any or all lawful business for which limited liability companies may be formed under the Act.  The Company shall have the power to do everything necessary, advisable, proper or convenient for the accomplishment of its purpose, subject to the provisions of this Agreement and applicable law.

2.4.         Term. The Company commenced effective upon the filing of the Certificate of Formation with the Secretary of State of Delaware, and shall continue in existence until terminated as provided in this Agreement.

2.5.         Principal Office.  The principal office of the Company where records are to be kept or made available shall be at 16825 Northchase Drive, Suite 1300, Houston, Texas 77060. The Managers may change the principal place of business of the Company from time to time and may establish, maintain and abandon one or more additional places of business of the Company.

2.6.         Registered Office and Registered Agent. The Company shall have and continuously maintain in the State of Delaware:

(a)           A registered office which may be, but need not be, the same as its place of business; and

(b)          A registered agent who has a business office identical with such registered office and who is either (i) an individual resident of the State of Delaware, or (ii) a domestic corporation, or a domestic limited partnership, or a domestic limited liability

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company, or a domestic business trust, or a foreign corporation, or a foreign limited partnership, or a foreign limited liability company authorized to do business in the State of Delaware.

The address of the initial registered office of the Company and the name of the Company’s initial registered agent are set forth in the Certificate of Formation. The Managers may change the registered office and the registered agent of the Company from time to time.

2.7.         Other Documents and Acts. The Member shall execute and deliver such additional documents and perform such additional acts consistent with the terms of this Agreement as may be necessary to comply with the requirements of law for the formation, qualification, and operation of a limited liability company in the State of Delaware and in each jurisdiction in which the Company shall conduct business.

ARTICLE 3.

SINGLE MEMBER LIMITED LIABILITY COMPANY

3.1.         Initial Member.  The initial Member of the Company is AOR Management Company of Alabama, Inc., which is admitted to the Company contemporaneously with its execution of this Agreement and the making of its initial capital contribution.  The initial Member’s address is 16825 Northchase Drive, Suite 1300, Houston, Texas 77060.

3.2.         No Additional Members.  The Company is intended to be a single member limited liability company. No additional Persons may be admitted to the Company as members unless and until this Agreement has been amended to provide for additional members.

3.3.         Liability to Third Parties.  Except as otherwise provided by the Act, the Member shall not be obligated personally for any debt, obligation or liability of the Company, whether arising in contract, tort or otherwise, solely by reason of being a member of the Company.

3.4.         Liability to Company.  Neither the Member nor any of its officers, directors, employees or agents, shall be liable, responsible or accountable to the Company in damages or otherwise for any act or omission of the Member or any of its officers, directors, employees or agents in connection with acts carried out on behalf of the Company SPECIFICALLY INCLUDING THE MEMBER’S OR ANY OF ITS OFFICER’S, DIRECTOR’S, EMPLOYEE’S OR AGENT’S SOLE, PARTIAL OR CONCURRENT NEGLIGENCE, provided the Member or any of its officers, directors, employees or agents shall be liable for any material breach of any obligation under this Agreement or for fraud, willful misconduct or gross negligence committed toward the Company.

3.5.         Indemnification.  The Company shall and does hereby indemnify and hold harmless the Member and each of its officers, directors, employees and agents from any loss, damage, claim or liability, including reasonable attorneys’ fees and expenses, that they may incur by reason of any act, or failure to act, performed on behalf of the Company in the furtherance of the Company’s interests to the fullest extent permitted by the Act; provided in no event shall the Company indemnify the Member or its officers, directors, employees or agents for any act or performance which is a material breach of any obligation under this Agreement or the Member’s or its officer’s, director’s, employee’s or agent’s respective act of fraud, willful misconduct or

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gross negligence. It is the express intent of this Section 3.05 to provide an indemnity to the Member and its officers, directors, employees and agents for their acts or omissions of negligence or comparative negligence or contributory negligence or similar liability SPECIFICALLY INCLUDING THE INDEMNIFIED PERSON’S SOLE, PARTIAL OR CONCURRENT NEGLIGENCE.

3.6.         Independent Activities. The Member may, notwithstanding this Agreement, engage in whatever activities it chooses, whether the same are competitive with the Company or otherwise, without having or incurring any obligation to offer any interest in such activities to the Company.

ARTICLE 4.

CAPITAL; DISTRIBUTIONS

4.1.         Initial Contributions.  The Member has made an initial contribution to the capital of the Company of $1,000.00 in cash.

4.2.         Additional Funds.  Any additional funds required by the Company to meet its cash requirements may be provided by capital contributions from the Member or borrowed by the Company on terms and conditions and from one or more Persons as the Company deems appropriate. The Member shall not have any obligation to advance (either as a loan or a capital contribution) any additional funds to the Company. Nothing in this Section 4.02 is intended or will be deemed to benefit any creditor of the Company, and no creditor of the Company will be entitled to require the Company to solicit or accept any loan or additional capital contribution for the Company or to enforce any right which the Company may have against the Member under this Agreement or otherwise.

4.3.         Limited Liability of Member.  Without limiting the generality of Section 4.02, the Member shall not be obligated to make any capital contribution to the Company, or otherwise to provide funds to the Company.

4.4.         Loans.  The Member may, but shall not be obligated to, loan funds to the Company at an interest rate and upon terms determined by the Company and the Managers. Loans by the Member to the Company shall not be considered contributions to the capital of the Company, and as to any funds so loaned, the Member shall be deemed a creditor of the Company and shall be entitled to be paid principal and interest thereon without regard to the profits of the Company.

4.5.         Distributions.  Distributions from the Company to the Member shall be made at such times and in such amounts as may be determined by the Managers.

ARTICLE 5.

MANAGEMENT

5.1.        General Powers of Managers.  Management of the Company is vested in the Managers. The powers of the Company shall be exercised by or under the authority of, and the business and affairs of the Company shall be managed under the direction of the Managers, subject to limitations imposed by law, the Certificate of Formation, or this Agreement.

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5.2.        Limitations on Power and Authority of Managers.  Without the consent of the Member, the Managers shall not have the right or power to do any of the following:

(a)          Engage in any act in contravention of this Agreement.

(b)          Engage in any act which would make it impossible to carry on the ordinary business of the Company.

(c)          Confess a judgment against the Company.

(d)          Possess Company Property or assign the Company’s rights in specific Company Property for other than a Company purpose.

(e)          Cause the Company to be merged with one or more domestic or foreign limited liability companies or any other business entity, or to convert into another form of business entity, or to enter into an agreement to do any of the foregoing.

(f)           Authorize the Company to sell all or substantially all of its assets.

(g)          Amend the Certificate of Formation.

(h)          Change the status of the Company from one in which management is vested in the Managers to one in which management is reserved to the Members.

(i)           Assign all or any part of the Company Property in trust for creditors or on the assignee’s promise to pay the debts of the Company.

(j)           Submit a claim or liability of the Company to arbitration or reference.

(k)          Make, execute or deliver for the Company any bond, mortgage, deed of trust, guaranty, indemnity bond, surety bond, or accommodation paper or accommodation endorsement.

(l)           Borrow money in the Company’s name, lend money on behalf of the Company, or use the Company Property as collateral.

(m)         Assign, transfer, pledge, compromise or release any claim of or debt owing to the Company except upon payment in full.

(n)          Do any of the acts for which the consent of the Member is required by other sections of this Agreement without first obtaining such consent.

5.3.         Number; Qualifications.  The number of Managers is two (2) until otherwise changed pursuant to this Agreement. Managers need not be residents of any particular state, but must be individuals.

5.4.         Designation of Managers.  The Managers shall be designated by the Member in writing from time to time. Each Manager shall hold office until his successor shall have been duly designated and shall have qualified or until his death or until his resignation or his removal

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from office in the manner hereinafter provided. R. Dale Ross and Bruce D. Broussard are named by the Member as the initial Managers of the Company.

5.5.         Change in Number.  The number of Managers may be increased or decreased from time to time by written resolution of the Member. The designation in writing of a lesser or greater number of Managers than the number fixed in this Agreement or last fixed by resolution of the Member shall be deemed to decrease or increase automatically the number of Managers to the number designated.

5.6.         Removal.  All the Managers, or any individual Manager, may be removed from office, with or without cause and without notice or hearing, by the Member.  Written notice of the removal of a Manager shall be delivered personally or by certified mail directly to such Manager’s last known address.

5.7.         Resignation.  Any Manager may resign at any time by giving oral or written notice to the Managers or to a Senior Officer or to the Secretary. Unless otherwise specified in the notice, the resignation shall take effect upon receipt thereof and acceptance of the resignation shall not be necessary to make it effective.

5.8.         Vacancies.  Any vacancy occurring in the Managers may be filled by the Member.

5.9.         Annual Meetings. The annual meeting of the Managers shall be held during the month of April of each year on such day and at such time as shall be specified in written notice thereof given by the Member.  At such meeting, the Managers shall appoint the officers of the Company and may transact any other business as may lawfully come before the meeting. In the event that the annual meeting is not held within such month, the Managers shall prescribe the date and time for the annual meeting to be held as soon thereafter as practicable, and any business transacted or elections held at such meeting shall be valid as if transacted or held during such month.

5.10.       Regular Meetings.  The Managers may provide by resolution the time and place for the holding of additional regular meetings without other notice than that provided by the adoption of such resolution.

5.11.       Special Meetings.  Special meetings of the Managers may be called by or at the request of a Senior Officer or any of the Managers. The person or persons authorized to call special meetings of the Managers may fix the place for holding any special meetings of the Managers called by them.

5.12.       Place of Meetings.  Meetings of the Managers, annual, regular or special, may be held within or without the State of Delaware.

5.13.       Notice of Meetings.  Regular meetings of the Managers may be held without notice as provided in this Agreement. Notice of any annual or special meeting of the Managers shall be given no less than five (5) days prior to the meeting by written notice delivered personally or mailed to each Manager at his business or residence address, or by telegram. The attendance of a Manager at a meeting shall constitute a waiver of notice of such meeting, except

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when a Manager attends a meeting for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened. Neither the business to be transacted at, nor the purpose of, any meeting of the Managers need be specified in the notice or waiver of notice of such meeting.

5.14.       Quorum.  A majority of the number of Managers fixed in accordance with this Agreement shall constitute a quorum for the transaction of business at any meeting of the Managers, but if less than such majority is present at a meeting, a majority of the Managers present may adjourn the meeting from time to time without notice, other than announcement at the meeting, until a quorum is present.

5.15.       Manner of Acting.  The act of the majority of the Managers shall be the act of the Managers unless the act of a greater number is required by law or by the Certificate of Formation or by this Agreement.  Any reference in this Agreement to any action taken by the Managers shall mean the act of the majority of the Managers.

5.16.       Order of Business.  The suggested order of business at meetings of the Managers shall be as follows:

(a)           Call to order.

(b)          Presentation of proof of due notice of the meeting, if required by this Agreement (or waiver thereof).

(c)           Announcement of a quorum.

(d)          Reading (or waiver thereof) and approval of minutes of previous meeting.

(e)           Announcements.

(f)           Reports of officers.

(g)          Unfinished business.

(h)          New business (including, if applicable, election of officers and declaration of distributions).

(i)            Adjournment.

5.17.       Compensation.  By resolution of the Managers, each Manager may be paid his expenses, if any, of attendance at each meeting of the Managers, and may be paid a fixed sum for attendance at each meeting of the Managers or a stated salary as Manager. No such payment shall preclude any Manager from serving the Company in any other capacity and receiving compensation therefor.

5.18.       Liability to Third Parties.  Except as otherwise provided by the Act, no Manager shall be obligated personally for any debt, obligation or liability of the Company, whether arising in contract, tort or otherwise, solely by reason of acting as a manager of the Company.

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5.19.       Indemnification.  The Company shall and does hereby indemnify and hold harmless each Manager from any loss, damage, claim or liability, including reasonable attorneys’ fees and expenses, that he may incur by reason of any act, or failure to act, performed on behalf of the Company in the furtherance of the Company’s interests to the fullest extent permitted by the Act; provided in no event shall the Company indemnify a Manager for any act or performance which is a material breach of any obligation under this Agreement or the Manager’s act of fraud, willful misconduct or gross negligence. It is the express intent of this Section 5.18 to provide an indemnity to each Manager for his acts or omissions of negligence or comparative negligence or contributory negligence or similar liability SPECIFICALLY INCLUDING THE INDEMNIFIED PERSON’S SOLE, PARTIAL OR CONCURRENT NEGLIGENCE.

5.20.       Independent Activities.  A Manager may, notwithstanding this Agreement, engage in whatever activities he chooses, whether the same are competitive with the Company or otherwise, without having or incurring any obligation to offer any interest in such activities to the Company.

ARTICLE 6.

OFFICERS

6.1.         Number.  The officers of the Company shall be a president and a secretary, each of whom shall be appointed by the Managers.  The Managers may appoint, at their option, a chairman, one or more vice presidents (the number thereof to be determined by the Managers), a treasurer, and such other officers and assistant officers as may be deemed appropriate. Any two (2) or more offices may be held by the same individual.

6.2.         Authority.  All officers and agents of the Company shall have full authority to perform such duties in the management of the Company as may be provided in this Agreement, or as may be determined by the Managers not inconsistent with this Agreement. All officers and agents of the Company are subject in all matters to the supervisory control of the Managers and only the Managers have authority to make policy decisions on behalf of the Company.

6.3.         Appointment and Term of Office.  Officers shall be appointed by the Managers at the annual meeting of the Managers.  If the appointment of officers shall not occur at such meeting, such appointment shall occur as soon thereafter as is convenient. Each officer shall hold office until his successor shall have been duly appointed and shall have qualified or until his death or until his resignation or his removal from office in the manner hereinafter provided.

6.4.         Removal.  Any officer or agent appointed by the Managers may be removed, with or without cause and without notice or hearing, by the Managers whenever in the Managers’ judgment the best interest of the Company will be served thereby.  Such removal shall be without prejudice to the contract rights, if any, of the person so removed.  Appointment of an officer shall not of itself create any contractual rights. Written notice of the removal of an officer or agent shall be delivered personally or by certified mail directly to such officer’s or agent’s last known address.

6.5.         Resignation.  Any officer may resign at any time by giving oral or written notice to the Managers or to a Senior Officer or to the Secretary.  Unless otherwise specified in the

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notice, the resignation shall take effect upon receipt thereof and acceptance of such resignation shall not be necessary to make it effective.

6.6.         Vacancies.  A vacancy in any office because of death, resignation, removal, disqualification or otherwise, may be filled by the Managers for the unexpired portion of the term.

6.7.         Chairman.  The Chairman, if one is appointed by the Managers, shall be the chief executive officer of the Company, shall have general control of the business and affairs of the Company, shall see that all orders and decisions of the Managers are carried into effect, and shall perform such other duties and have such other authority and powers as the Managers may from time to time prescribe.

6.8.         President.  Subject to such supervisory powers, if any, as may be given by the Managers to the Chairman, the President shall have general and active management and control of the business and affairs of the Company, and shall have such other powers and duties as may be prescribed by the Managers or this Agreement.  If no Chairman has been elected, the President shall be the chief executive officer.  Within this authority and in the course of his duties, the President shall:

(a)           have all the powers and functions of the Chairman during his absence, disability, or refusal to act, or in the absence of the establishment of such an office by the Managers;

(b)          have all the powers and functions of the Treasurer in the absence of the establishment of such an office by the Managers;

(c)           when authorized by the Managers or required by law, execute, in the name of the Company, deeds, conveyances, notices, leases, checks, drafts, bills of exchange, warrants,  promissory notes,  bonds,  debentures, contracts,  and other papers and instruments in writing and, unless the Managers shall order otherwise, make such contracts as the ordinary conduct of the Company’s business may require;

(d)          appoint and remove, employ and discharge, and prescribe the duties and fix the compensation of all agents, employees, and clerks of the Company other than the duly appointed officers, subject to the approval of the Managers, and supervise, subject to the direction of the Managers, all of the officers, agents, and employees of the Company; and

(e)           unless otherwise directed by the Managers, attend all meetings of the owners of any domestic or foreign limited liability company or other entity in which the Company holds an ownership interest, and act and vote on behalf of the Company at those meetings, either in person or by substitute appointed by the President.

6.9.         Vice Presidents.  In the absence of the President or in the event of his death, inability or refusal to act, the Vice President (or in the event there be more than one Vice President, the Vice Presidents in the order designated at the time of their election, or in the absence of any designation, then in the order of their election), if one (or more) is appointed by

9

the Managers, shall perform the duties of the President, and when so acting, shall have all the powers of and be subject to all the restrictions upon the President. Any Vice President shall perform such other duties as from time to time may be assigned to him by a Senior Officer or by the Managers.

6.10.      Secretary.  The Secretary shall:

(a)        keep at the principal office of the Company, or such other place as the Managers may order, the minute book of the Company;

(b)        keep the originals or copies of all records required to be kept and maintained pursuant to the Act;

(c)        assure that all notices are duly given in accordance with the provisions of this Agreement or as required by law;

(d)        be custodian of the Company’s records;

(e)        perform any and all other duties described in this Agreement;

(f)         assure that the books, reports, statements, certificates and all other documents and records required by law are properly kept and filed; and

(g)        in general perform all duties as from time to time may be assigned to him by a Senior Officer or by the Managers.

6.11.       Treasurer.  The Treasurer, if one is appointed by the Managers, shall:

(a)       have charge and custody of and be responsible for all funds and securities of the Company;

(b)       keep full and accurate accounts of receipts and disbursements in the Company’s books;

(c)       deposit all money and other valuables in the name and to the credit of the Company in such depositories as may be designated by the Managers;

(d)       disburse the finds of the Company as may be ordered or authorized by the Managers and preserve proper vouchers for such disbursements;

(e)       render to the Senior Officers and the Managers whenever any one or more of the Senior Officers or the Managers requires it, an account of all his transactions as Treasurer and of the financial condition of the Company;

(f)        render a full financial report following the close of the Company’s fiscal year;

(g)       be furnished by all officers and agents, at his request, such reports and statements as he may require as to all financial transactions of the Company; and

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(h)       in general, perform all of the duties as from time to time may be assigned to him by a Senior Officer or the Managers.

If required by the Managers, the Treasurer shall give a bond for the faithful discharge of his duties in such sum and with such surety or sureties as the Managers shall determine.

6.12.       Assistant Secretaries.  The assistant secretaries, in general, shall perform such duties as shall be assigned to them by the Secretary or by a Senior Officer or by the Managers.

6.13.       Assistant Treasurers.  The assistant treasurers shall, if required by the Managers, give bonds for the faithful discharge of their duties in such sums and with such sureties as the Managers shall determine. The assistant treasurers, in general, shall perform such duties as shall be assigned to them by the Treasurer or by a Senior Officer or by the Managers.

6.14.       Compensation.  The compensation of the officers shall be fixed from time to time by the Managers.

6.15.       Sureties and Bonds.  The Managers may require any officer or agent of the Company to execute in favor of the Company a bond, in such sum and with such surety or sureties as the Managers may direct, conditioned upon the faithful performance of his duties to the Company and including responsibility for negligence and for the accounting for all property, funds or securities of the Company which may come into his hands.

ARTICLE 7.

COMPANY PROPERTY

7.1.         Ownership of Company Property.  All Company Property shall be deemed owned by the Company as an entity, and the Managers shall not, individually, have any ownership interest in the Company Property. All Company Property shall be held and conveyed in the name of the Company, unless the Managers determines that the Company Property should be acquired and conveyed in the name of one or more Person or Persons as nominee for the Company.

7.2.         Nominees.  In the event the Managers determine that the Company Property should be held in the name of a nominee, the Company and the nominee shall place a written declaration of trust in the Company’s books and records acknowledging the nominee’s capacity and the Company as the true owner of the Company Property. In the event the Member acts as a nominee for Company Property, the Member shall not have an interest in the Company Property held by the Member as nominee nor be liable for any Company debt in excess of that attributable to the Member’s limited liability company interest.

ARTICLE 8.

DISSOLUTION

8.1.         Dissolution. The Company shall be dissolved upon the decision of the Member to dissolve the Company. No other event, including an event described in Section 18-801 of the Act, will cause the Company to dissolve.

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8.2.         Liquidation and Termination.  On dissolution of the Company, the Managers shall act as liquidator or shall appoint one or more Person or Persons as liquidator.  The liquidator shall proceed diligently to wind up the affairs of the Company and make final distributions as provided herein and in the Act. The costs of liquidation shall be borne as a Company expense. Until final distribution, the liquidator shall continue to operate the Company Property with all of the power and authority of the Member. All distributions in kind (if any) to the Member shall be made subject to the liability of the Member for costs, expenses, and liabilities theretofore incurred or for which the Company has committed prior to the date of termination and those costs, expenses and liabilities shall be allocated to the Member. The distribution of cash and/or property to the Member in accordance with the provisions of this Section 8.02 constitutes a complete return to the Member of its capital contributions and a complete distribution to the Member of its limited liability company interest in all the Company’s Property.

8.3.         Certificate of Cancellation.  On completion of the distribution of the Company’s assets as provided herein, the Company is terminated and the Member (or such other Person or Persons as the Act may require or permit) shall file a Certificate of Cancellation with the Secretary of Delaware, cancel any other filings made pursuant to Section 2.07. and take such other actions as may be necessary to terminate the Company.

ARTICLE 9.

GENERAL PROVISIONS

9.1.         Books and Records.  The Company shall keep and maintain, at the expense of the Company, such records that the Company is required to maintain under the Act. Such records shall be kept and maintained, or made available, at the principal office of the Company as required by the Act.

9.2.         Invalid Provision.  The provisions set forth in this Agreement are severable, and the invalidity or unenforceability of any particular provision of this Agreement shall not affect the other provisions hereof, and this Agreement shall be construed in all respects as if such invalid or unenforceable provisions were omitted and, in lieu of each invalid or unenforceable provision, there will be added automatically as a part of this Agreement a provision as similar in terms to the invalid or unenforceable provision as may be possible and be valid and enforceable.

9.3.         Counterparts.  While this Agreement may be executed in multiple counterparts, each fully executed copy shall, for all purposes, be deemed to be the original, but all of such executed counterparts shall be deemed to constitute but one and the same agreement.

9.4.         Table of Contents; Captions.  The table of contents and the titles of the articles and sections in this Agreement have been inserted as a matter of convenience of reference only and do not affect the meaning of or construction of any of the terms or provisions in this Agreement.

9.5.         Successors and Assigns.  The provisions of this Agreement shall be binding on and inure to the benefit of the Member, and its successors, and assigns.

9.6.         Waiver.  No failure by the Member or the Company to insist upon strict performance of any covenant, duty, agreement, or condition of this Agreement or to exercise any

12

right or remedy as a result of a breach thereof shall constitute a waiver of such breach or by any covenant, duty, agreement, or condition.

9.7.         Number and Gender.  Whenever the context so requires, all words used in this Agreement in any gender will be deemed to include the masculine, feminine, and neuter gender, and all singular words will include the plural and all plural words will include the singular.

9.8.         Checks and Drafts.  All checks, drafts or other orders for the payment of money, notes or other evidences of indebtedness issued in the name of the Company, shall be signed by such agent or agents of the Company and in such manner as shall from time to time be determined by the Managers.

9.9.         Notices.  All notices given under this Agreement shall be deemed to have been given or made (a) if delivered in person, upon actual receipt, (b) if mailed, three (3) days after deposit in the United States mail, certified mail, return receipt requested, postage prepaid, (c) if delivered by overnight delivery service or by telegraph or cable, the day after delivery to the overnight delivery service, the telegraph company or the cable company, or (d) if sent by telex or facsimile to a telex or facsimile machine owned or operated by a party, when so sent. Notwithstanding the foregoing, notices of change of address shall become effective only upon actual receipt.

9.10.       Governing Law; Severability.  THIS AGREEMENT IS GOVERNED BY AND SHALL BE CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF DELAWARE, EXCLUDING ANY CONFLICT-OF-LAWS RULE OR PRINCIPLE THAT MIGHT REFER THE GOVERNANCE OF THE CONSTRUCTION OF THIS AGREEMENT TO THE LAW OF ANOTHER JURISDICTION. In the event of a direct conflict between the provisions of this Agreement and (a) any provision of the Certificate of Formation, or (b) any mandatory provision of the Act, the applicable provision of the Certificate of Formation or the Act shall control.

9.11.       Notice to Member of Provisions of this Agreement.  By executing this Agreement, the Member acknowledges that it has actual notice of (a) all of the provisions of this Agreement, and (b) all of the provisions of the Certificate of Formation. The Member hereby agrees that this Agreement constitutes adequate notice of all such provisions, and the Member hereby waives any requirement that any further notice thereunder be given.

9.12.       Entire Agreement.  This Agreement constitutes the entire agreement of the Member relating to the Company and supersedes all prior contracts or agreements with respect to the Company, whether oral or written.

9.13.       Amendment of Agreement.  This Agreement may be altered, amended or repealed and a new Agreement entered into exclusively by the Member.

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EXECUTED effective as of the Effective Date.

MEMBER
AOR Management Company of Alabama, Inc.
By:	/s/	Phillip H. Watts
		Phillip H. Watts,
		Vice President

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EX-3.25(A)

Exhibit 3.25(a)

STATE OF DELAWARE

SECRETARY OF STATE

DIVISION OF CORPORATIONS

FILED 03:00 PM 06/05/2002

020361052 - 3533146

CERTIFICATE OF FORMATION

OF

CALIFORNIA PHARMACEUTICAL SERVICES, LLC

The undersigned natural person of the age of eighteen (18) years or more, being an authorized person under the Delaware Limited Liability Company Act, hereby executes this Certificate of Formation.

1.             NAME. The name of the limited liability company is California Pharmaceutical Services, LLC.

2.             REGISTERED OFFICE. The address of the limited liability company’s registered office is 1209 Orange Street, Wilmington, Delaware 19801.

3.             REGISTERED AGENT. The name and address of the limited liability company’s registered agent is the Corporation Trust Company, 1209 Orange Street, Wilmington, Delaware 19801.

IN WITNESS WHEREOF, the undersigned has executed this Certificate of Formation of California Pharmaceutical Services, LLC this 5th day of June, 2002.

By:	/s/	Phillip H. Watts
		Phillip H. Watts
		Authorized Person

EX-3.25(B)

Exhibit 3.25(b)

LIMITED LIABILITY COMPANY AGREEMENT

OF

CALIFORNIA PHARMACEUTICAL SERVICES, LLC

A Delaware Limited Liability Company

TABLE OF CONTENTS

ARTICLE 1.		DEFINITIONS
	1.1.	Definitions
	1.2.	Terms Defined in Act
	1.3.	Words of Inclusion
	1.4.	Section and Article References
	2.1.	Formation of Limited Liability Company
	2.2.	Name
	2.3.	Purposes; Powers
	2.4.	Term
	2.5.	Principal Office
	2.6.	Registered Office and Registered Agent
	2.7.	Other Documents and Acts
ARTICLE 3.		SINGLE MEMBER LIMITED LIABILITY COMPANY
	3.1.	Initial Member
	3.2.	No Additional Members
	3.3.	Liability to Third Parties
	3.4.	Liability to Company
	3.5.	Indemnification
	3.6.	Independent Activities
ARTICLE 4.		CAPITAL; DISTRIBUTIONS
	4.1.	Initial Contributions
	4.2.	Additional Funds
	4.3.	Limited Liability of Member
	4.4.	Loans
	4.5.	Distributions
ARTICLE 5.		MANAGEMENT
	5.1.	General Powers of Managers
	5.2.	Limitations on Power and Authority of Managers
	5.3.	Number; Qualifications
	5.4.	Designation of Managers
	5.5.	Change in Number
	5.6.	Removal
	5.7.	Resignation
	5.8.	Vacancies
	5.9.	Annual Meetings
	5.10.	Regular Meetings
	5.11.	Special Meetings
	5.12.	Place of Meetings
	5.13.	Notice of Meetings
	5.14.	Quorum
	5.15.	Manner of Acting

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	5.16.	Order of Business
	5.17.	Compensation
	5.18.	Liability to Third Parties
	5.19.	Indemnification
	5.20.	Independent Activities
ARTICLE 6.		OFFICERS
	6.1.	Number
	6.2.	Authority
	6.3.	Appointment and Term of Office
	6.4.	Removal
	6.5.	Resignation
	6.6.	Vacancies
	6.7.	Chairman
	6.8.	President
	6.9.	Vice Presidents
	6.10.	Secretary
	6.11.	Treasurer
	6.12.	Assistant Secretaries
	6.13.	Assistant Treasurers
	6.14.	Compensation
	6.15.	Sureties and Bonds
ARTICLE 7.		COMPANY PROPERTY
	7.1.	Ownership of Company Property
	7.2.	Nominees
ARTICLE 8.		DISSOLUTION
	8.1.	Dissolution
	8.2.	Liquidation and Termination
	8.3.	Certificate of Cancellation
ARTICLE 9.		GENERAL PROVISIONS
	9.1.	Books and Records
	9.2.	Invalid Provision
	9.3.	Counterparts
	9.4.	Table of Contents; Captions
	9.5.	Successors and Asssigns
	9.6.	Waiver
	9.7.	Number and Gender
	9.8.	Checks and Drafts
	9.9.	Notices
	9.10.	Governing, Law: Severability
	9.11.	Notice to Member of Provisions of this Agreement
	9.12.	Entire Agreement
	9.13.	Amendment of Agreement

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LIMITED LIABILITY COMPANY AGREEMENT

OF

CALIFORNIA PHARMACEUTICAL SERVICES, LLC

A Delaware Limited Liability Company

THIS LIMITED LIABILITY COMPANY AGREEMENT OF CALIFORNIA PHARMACEUTICAL SERVICES, LLC dated as of June 5, 2002 (the “Effective Date”), is entered into by RMCC Cancer Center, Inc., a Delaware corporation, as the sole Member of the Company.

ARTICLE 1.

DEFINITIONS

1.1.          Definitions. When used in this Agreement, the following words and phrases shall have the respective meanings specified in this Article 1 or in the section referred to unless a different meaning is clearly required by the context:

Act means the Delaware Limited Liability Company Act, as amended from time to time, or any corresponding provision or provisions of succeeding law.

Agreement means this limited liability company agreement as originally executed and as amended from time to time.

Certificate of Formation means the Certificate of Formation of the Company filed with the Secretary of State of Delaware, as amended from time to time.

Company means the limited liability company formed pursuant to the Certificate of Formation.

Company Property means all real and personal property from time to time owned by the Company.

Managers means, initially, R. Dale Ross and Bruce D. Broussard, and thereafter, those Persons who are designated as managers of the Company pursuant to this Agreement.

Member means RMCC Cancer Center, Inc., a Delaware corporation.

Person means a natural person, partnership (whether general or limited and whether domestic or foreign), limited liability company, foreign limited liability company, trust, estate, association, corporation, custodian, nominee or any other individual or entity in its own or any representative capacity.

Senior Officers means the Chairman (if the office of Chairman is filled) and the President.

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1.2.          Terms Defined in Act. Terms defined in the Act and used in this Agreement shall have the meanings provided in the Act unless otherwise defined in this Agreement or unless the context otherwise requires.

1.3.          Words of Inclusion. When used in this Agreement, the word “including” shall mean “including without limitation.”

1.4.          Section and Article References. References in this Agreement to specific sections and articles refer to sections and articles of this Agreement unless otherwise stated.

ARTICLE 2.

ORGANIZATION

2.1.          Formation of Limited Liability Company. The Company has been formed as a Delaware limited liability company pursuant to the Act, effective upon the filing of the Certificate of Formation with the Secretary of State of Delaware.  Except as provided to the contrary in this Agreement, the management of the affairs of the Company and the rights and obligations of the Member shall be governed by the provisions of the Act.

2.2.          Name. The name of the Company is California Pharmaceutical Services, LLC. The Managers may adopt one or more fictitious names for use by the Company from time to time, and shall make all filings required under applicable law in connection with any change in the name of the Company or the adoption or use of any fictitious name by the Company.

2.3.          Purposes; Powers. The purpose of the Company shall be to transact any or all lawful business for which limited liability companies may be formed under the Act.  The Company shall have the power to do everything necessary, advisable, proper or convenient for the accomplishment of its purpose, subject to the provisions of this Agreement and applicable law.

2.4.          Term. The Company commenced effective upon the filing of the Certificate of Formation with the Secretary of State of Delaware, and shall continue in existence until terminated as provided in this Agreement.

2.5.          Principal Office. The principal office of the Company where records are to be kept or made available shall be at 16825 Northchase Drive, Suite 1300, Houston, Texas 77060. The Managers may change the principal place of business of the Company from time to time and may establish, maintain and abandon one or more additional places of business of the Company.

2.6.          Registered Office and Registered Agent.  The Company shall have and continuously maintain in the State of Delaware:

(a)           A registered office which may be, but need not be, the same as its place of business; and

(b)          A registered agent who has a business office identical with such registered office and who is either (i) an individual resident of the State of Delaware, or (ii) a domestic corporation, or a domestic limited partnership, or a domestic limited liability

2

company, or a domestic business trust, or a foreign corporation, or a foreign limited partnership, or a foreign limited liability company authorized to do business in the State of Delaware.

The address of the initial registered office of the Company and the name of the Company’s initial registered agent are set forth in the Certificate of Formation. The Managers may change the registered office and the registered agent of the Company from time to time.

2.7.          Other Documents and Acts.  The Member shall execute and deliver such additional documents and perform such additional acts consistent with the terms of this Agreement as may be necessary to comply with the requirements of law for the formation, qualification, and operation of a limited liability company in the State of Delaware and in each jurisdiction in which the Company shall conduct business.

ARTICLE 3.

SINGLE MEMBER LlMITED LIABILITY COMPANY

3.1.          Initial Member.  The initial Member of the Company is RMCC Cancer Center, Inc., which is admitted to the Company contemporaneously with its execution of this Agreement and the making of its initial capital contribution.  The initial Member’s address is 16825 Northchase Drive, Suite 1300, Houston, Texas 77060.

3.2.         No Additional Members.  The Company is intended to be a single member limited liability company. No additional Persons may be admitted to the Company as members unless and until this Agreement has been amended to provide for additional members.

3.3.         Liability to Third Parties.  Except as otherwise provided by the Act, the Member shall not be obligated personally for any debt, obligation or liability of the Company, whether arising in contract, tort or otherwise, solely by reason of being a member of the Company.

3.4.         Liability to Company.  Neither the Member nor any of its officers, directors, employees or agents, shall be liable, responsible or accountable to the Company in damages or otherwise for any act or omission of the Member or any of its officers, directors, employees or agents in connection with acts carried out on behalf of the Company SPECIFICALLY INCLUDING THE MEMBER’S OR ANY OF ITS OFFICER’S, DIRECTOR’S, EMPLOYEE’S OR AGENT’S SOLE, PARTIAL OR CONCURRENT NEGLIGENCE, provided the Member or any of its officers, directors, employees or agents shall be liable for any material breach of any obligation under this Agreement or for fraud, willful misconduct or gross negligence committed toward the Company.

3.5.         Indemnification.  The Company shall and does hereby indemnify and hold harmless the Member and each of its officers, directors, employees and agents from any loss, damage, claim or liability, including reasonable attorneys’ fees and expenses, that they may incur by reason of any act, or failure to act, performed on behalf of the Company in the furtherance of the Company’s interests to the fullest extent permitted by the Act; provided in no event shall the Company indemnify the Member or its officers, directors, employees or agents for any act or performance which is a material breach of any obligation under this Agreement or the Member’s or its officer’s, director’s, employee’s or agent’s respective act of fraud, willful misconduct or

3

gross negligence. It is the express intent of this Section 3.05 to provide an indemnity to the Member and its officers, directors, employees and agents for their acts or omissions of negligence or comparative negligence or contributory negligence or similar liability SPECIFICALLY INCLUDING THE INDEMNIFIED PERSON’S SOLE, PARTIAL OR CONCURRENT NEGLIGENCE.

3.6.          Independent Activities. The Member may, notwithstanding this Agreement, engage in whatever activities it chooses, whether the same are competitive with the Company or otherwise, without having or incurring any obligation to offer any interest in such activities to the Company.

ARTICLE 4.

CAPITAL; DISTRIBUTIONS

4.1.          Initial Contributions.  The Member has made an initial contribution to the capital of the Company of $1,000.00 in cash.

4.2.          Additional Funds.  Any additional funds required by the Company to meet its cash requirements may be provided by capital contributions from the Member or borrowed by the Company on terms and conditions and from one or more Persons as the Company deems appropriate. The Member shall not have any obligation to advance (either as a loan or a capital contribution) any additional funds to the Company. Nothing in this Section 4.02 is intended or will be deemed to benefit any creditor of the Company, and no creditor of the Company will be entitled to require the Company to solicit or accept any loan or additional capital contribution for the Company or to enforce any right which the Company may have against the Member under this Agreement or otherwise.

4.3.          Limited Liability of Member.  Without limiting the generality of Section 4.02, the Member shall not be obligated to make any capital contribution to the Company, or otherwise to provide funds to the Company.

4.4.          Loans.  The Member may, but shall not be obligated to, loan funds to the Company at an interest rate and upon terms determined by the Company and the Managers. Loans by the Member to the Company shall not be considered contributions to the capital of the Company, and as to any funds so loaned, the Member shall be deemed a creditor of the Company and shall be entitled to be paid principal and interest thereon without regard to the profits of the Company.

4.5.          Distributions.  Distributions from the Company to the Member shall be made at such times and in such amounts as may be determined by the Managers.

ARTICLE 5.

MANAGEMENT

5.1.          General Powers of Managers.  Management of the Company is vested in the Managers. The powers of the Company shall be exercised by or under the authority of, and the business and affairs of the Company shall be managed under the direction of the Managers, subject to limitations imposed by law, the Certificate of Formation, or this Agreement.

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5.2.          Limitations on Power and Authority of Managers. Without the consent of the Member, the Managers shall not have the right or power to do any of the following:

(a)          Engage in any act in contravention of this Agreement.

(b)          Engage in any act which would make it impossible to carry on the ordinary business of the Company.

(c)          Confess a judgment against the Company.

(d)          Possess Company Property or assign the Company’s rights in specific Company Property for other than a Company purpose.

(e)          Cause the Company to be merged with one or more domestic or foreign limited liability companies or any other business entity, or to convert into another form of business entity, or to enter into an agreement to do any of the foregoing.

(f)           Authorize the Company to sell all or substantially all of its assets.

(g)          Amend the Certificate of Formation.

(h)          Change the status of the Company from one in which management is vested in the Managers to one in which management is reserved to the Members.

(i)           Assign all or any part of the Company Property in trust for creditors or on the assignee’s promise to pay the debts of the Company.

(j)           Submit a claim or liability of the Company to arbitration or reference.

(k)          Make, execute or deliver for the Company any bond, mortgage, deed of trust, guaranty, indemnity bond, surety bond, or accommodation paper or accommodation endorsement.

(l)           Borrow money in the Company’s name, lend money on behalf of the Company, or use the Company Property as collateral.

(m)         Assign, transfer, pledge, compromise or release any claim of or debt owing to the Company except upon payment in full.

(n)          Do any of the acts for which the consent of the Member is required by other sections of this Agreement without first obtaining such consent.

5.3.          Number; Qualifications.  The number of Managers is two (2) until otherwise changed pursuant to this Agreement. Managers need not be residents of any particular state, but must be individuals.

5.4.          Designation of Managers.  The Managers shall be designated by the Member in writing from time to time. Each Manager shall hold office until his successor shall have been duly designated and shall have qualified or until his death or until his resignation or his removal

5

from office in the manner hereinafter provided. R. Dale Ross and Bruce D. Broussard are named by the Member as the initial Managers of the Company.

5.5.          Change in Number.  The number of Managers may be increased or decreased from time to time by written resolution of the Member. The designation in writing of a lesser or greater number of Managers than the number fixed in this Agreement or last fixed by resolution of the Member shall be deemed to decrease or increase automatically the number of Managers to the number designated.

5.6.          Removal.  All the Managers, or any individual Manager, may be removed from office, with or without cause and without notice or hearing, by the Member. Written notice of the removal of a Manager shall be delivered personally or by certified mail directly to such Manager’s last known address.

5.7.          Resignation.  Any Manager may resign at any time by giving oral or written notice to the Managers or to a Senior Officer or to the Secretary. Unless otherwise specified in the notice, the resignation shall take effect upon receipt thereof and acceptance of the resignation shall not be necessary to make it effective.

5.8.          Vacancies.  Any vacancy occurring in the Managers may be filled by the Member.

5.9.          Annual Meetings.  The annual meeting of the Managers shall be held during the month of April of each year on such day and at such time as shall be specified in written notice thereof given by the Member. At such meeting, the Managers shall appoint the officers of the Company and may transact any other business as may lawfully come before the meeting. In the event that the annual meeting is not held within such month, the Managers shall prescribe the date and time for the annual meeting to be held as soon thereafter as practicable, and any business transacted or elections held at such meeting shall be valid as if transacted or held during such month.

5.10.        Regular Meetings. The Managers may provide by resolution the time and place for the holding of additional regular meetings without other notice than that provided by the adoption of such resolution.

5.11.        Special Meetings. Special meetings of the Managers may be called by or at the request of a Senior Officer or any of the Managers. The person or persons authorized to call special meetings of the Managers may fix the place for holding any special meetings of the Managers called by them.

5.12.        Place of Meetings. Meetings of the Managers, annual, regular or special, may be held within or without the State of Delaware.

5.13.        Notice of Meetings.  Regular meetings of the Managers may be held without notice as provided in this Agreement. Notice of any annual or special meeting of the Managers shall be given no less than five (5) days prior to the meeting by written notice delivered personally or mailed to each Manager at his business or residence address, or by telegram. The attendance of a Manager at a meeting shall constitute a waiver of notice of such meeting, except

6

when a Manager attends a meeting for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened.  Neither the business to be transacted at, nor the purpose of, any meeting of the Managers need be specified in the notice or waiver of notice of such meeting.

5.14.        Quorum. A majority of the number of Managers fixed in accordance with this Agreement shall constitute a quorum for the transaction of business at any meeting of the Managers, but if less than such majority is present at a meeting, a majority of the Managers present may adjourn the meeting from time to time without notice, other than announcement at the meeting, until a quorum is present.

5.15.        Manner of Acting. The act of the majority of the Managers shall be the act of the Managers unless the act of a greater number is required by law or by the Certificate of Formation or by this Agreement. Any reference in this Agreement to any action taken by the Managers shall mean the act of the majority of the Managers.

5.16.        Order of Business. The suggested order of business at meetings of the Managers shall be as follows:

(a)          Call to order.

(b)          Presentation of proof of due notice of the meeting, if required by this Agreement (or waiver thereof).

(c)          Announcement of a quorum.

(d)          Reading (or waiver thereof) and approval of minutes of previous meeting.

(e)          Announcements.

(f)           Reports of officers.

(g)          Unfinished business.

(h)          New business (including, if applicable, election of officers and declaration of distributions).

(i)           Adjournment.

5.17.        Compensation. By resolution of the Managers, each Manager may be paid his expenses, if any, of attendance at each meeting of the Managers, and may be paid a fixed sum for attendance at each meeting of the Managers or a stated salary as Manager. No such payment shall preclude any Manager from serving the Company in any other capacity and receiving compensation therefor.

5.18.        Liability to Third Parties. Except as otherwise provided by the Act, no Manager shall be obligated personally for any debt, obligation or liability of the Company, whether arising in contract, tort or otherwise, solely by reason of acting as a manager of the Company.

7

5.19.        Indemnification.  The Company shall and does hereby indemnify and hold harmless each Manager from any loss, damage, claim or liability, including reasonable attorneys’ fees and expenses, that he may incur by reason of any act, or failure to act, performed on behalf of the Company in the furtherance of the Company’s interests to the fullest extent permitted by the Act; provided in no event shall the Company indemnify a Manager for any act or performance which is a material breach of any obligation under this Agreement or the Manager’s act of fraud, willful misconduct or gross negligence. It is the express intent of this Section 5.18 to provide an indemnity to each Manager for his acts or omissions of negligence or comparative negligence or contributory negligence or similar liability SPECIFICALLY INCLUDING THE INDEMNIFIED PERSON’S SOLE, PARTIAL OR CONCURRENT NEGLIGENCE.

5.20.        Independent Activities. A Manager may, notwithstanding this Agreement, engage in whatever activities he chooses, whether the same are competitive with the Company or otherwise, without having or incurring any obligation to offer any interest in such activities to the Company.

ARTICLE 6.

OFFICERS

6.1           Number. The officers of the Company shall be a president and a secretary, each of whom shall be appointed by the Managers. The Managers may appoint, at their option, a chairman, one or more vice presidents (the number thereof to be determined by the Managers), a treasurer, and such other officers and assistant officers as may be deemed appropriate. Any two (2) or more offices may be held by the same individual.

6.2.          Authority.  All officers and agents of the Company shall have full authority to perform such duties in the management of the Company as may be provided in this Agreement, or as may be determined by the Managers not inconsistent with this Agreement. All officers and agents of the Company are subject in all matters to the supervisory control of the Managers and only the Managers have authority to make policy decisions on behalf of the Company.

6.3.          Appointment and Term of Office. Officers shall be appointed by the Managers at the annual meeting of the Managers.  If the appointment of officers shall not occur at such meeting, such appointment shall occur as soon thereafter as is convenient.  Each officer shall hold office until his successor shall have been duly appointed and shall have qualified or until his death or until his resignation or his removal from office in the manner hereinafter provided.

6.4.          Removal. Any officer or agent appointed by the Managers may be removed, with or without cause and without notice or hearing, by the Managers whenever in the Managers’ judgment the best interest of the Company will be served thereby.  Such removal shall be without prejudice to the contract rights, if any, of the person so removed. Appointment of an officer shall not of itself create any contractual rights. Written notice of the removal of an officer or agent shall be delivered personally or by certified mail directly to such officer’s or agent’s last known address.

6.5.          Resignation. Any officer may resign at any time by giving oral or written notice to the Managers or to a Senior Officer or to the Secretary. Unless otherwise specified in the

8

notice, the resignation shall take effect upon receipt thereof and acceptance of such resignation shall not be necessary to make it effective.

6.6.          Vacancies.  A vacancy in any office because of death, resignation, removal, disqualification or otherwise, may be filled by the Managers for the unexpired portion of the term.

6.7.          Chairman. The Chairman, if one is appointed by the Managers, shall be the chief executive officer of the Company, shall have general control of the business and affairs of the Company, shall see that all orders and decisions of the Managers are carried into effect, and shall perform such other duties and have such other authority and powers as the Managers may from time to time prescribe.

6.8.          President. Subject to such supervisory powers, if any, as may be given by the Managers to the Chairman, the President shall have general and active management and control of the business and affairs of the Company, and shall have such other powers and duties as may be prescribed by the Managers or this Agreement. If no Chairman has been elected, the President shall be the chief executive officer.  Within this authority and in the course of his duties, the President shall:

(a)          have all the powers and functions of the Chairman during his absence, disability, or refusal to act, or in the absence of the establishment of such an office by the Managers;

(b)          have all the powers and functions of the Treasurer in the absence of the establishment of such an office by the Managers;

(c)          when authorized by the Managers or required by law, execute, in the name of the Company, deeds, conveyances, notices, leases, checks, drafts, bills of exchange, warrants, promissory notes, bonds, debentures, contracts, and other papers and instruments in writing and, unless the Managers shall order otherwise, make such contracts as the ordinary conduct of the Company’s business may require;

(d)          appoint and remove, employ and discharge, and prescribe the duties and fix the compensation of all agents, employees, and clerks of the Company other than the duly appointed officers, subject to the approval of the Managers, and supervise, subject to the direction of the Managers, all of the officers, agents, and employees of the Company; and

(e)          unless otherwise directed by the Managers, attend all meetings of the owners of any domestic or foreign limited liability company or other entity in which the Company holds an ownership interest, and act and vote on behalf of the Company at those meetings, either in person or by substitute appointed by the President.

6.9.          Vice Presidents. In the absence of the President or in the event of his death, inability or refusal to act, the Vice President (or in the event there be more than one Vice President, the Vice Presidents in the order designated at the time of their election, or in the absence of any designation, then in the order of their election), if one (or more) is appointed by

9

the Managers, shall perform the duties of the President, and when so acting, shall have all the powers of and be subject to all the restrictions upon the President. Any Vice president shall perform such other duties as from time to time may be assigned to him by a Senior Officer or by the Managers.

6.10.        Secretary. The Secretary shall:

(a)           keep at the principal office of the Company, or such other place as the Managers may order, the minute book of the Company;

(b)          keep the originals or copies of all records required to be kept and maintained pursuant to the Act;

(c)           assure that all notices are duly given in accordance with the provisions of this Agreement or as required by law;

(d)          be custodian of the Company’s records;

(e)           perform any and all other duties described in this Agreement;

(f)           assure that the books, reports, statements, certificates and all other documents and records required by law are properly kept and filed; and

(g)          in general perform all duties as from time to time may be assigned to him by a Senior Officer or by the Managers.

6.11.       Treasurer.  The Treasurer, if one is appointed by the Managers, shall:

(a)          have charge and custody of and be responsible for all funds and securities of the Company;

(b)          keep full and accurate accounts of receipts and disbursements in the Company’s books;

(c)          deposit all money and other valuables in the name and to the credit of the Company in such depositories as may be designated by the Managers;

(d)          disburse the finds of the Company as may be ordered or authorized by the Managers and preserve proper vouchers for such disbursements;

(e)           render to the Senior Officers and the Managers whenever any one or more of the Senior Officers or the Managers requires it, an account of all his transactions as Treasurer and of the financial condition of the Company;

(f)           render a full financial report following the close of the Company’s fiscal year;

(g)          be furnished by all officers and agents, at his request, such reports and statements as he may require as to all financial transactions of the Company; and

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(h)          in general, perform all of the duties as from time to time may be assigned to him by a Senior Officer or the Managers.

If required by the Managers, the Treasurer shall give a bond for the faithful discharge of his duties in such sum and with such surety or sureties as the Managers shall determine.

6.12.        Assistant Secretaries.  The assistant secretaries, in general, shall perform such duties as shall be assigned to them by the Secretary or by a Senior Officer or by the Managers.

6.13.        Assistant Treasurers. The assistant treasurers shall, if required by the Managers, give bonds for the faithful discharge of their duties in such sums and with such sureties as the Managers shall determine. The assistant treasurers, in general, shall perform such duties as shall be assigned to them by the Treasurer or by a Senior Officer or by the Managers.

6.14.        Compensation. The compensation of the officers shall be fixed from time to time by the Managers.

6.15.        Sureties and Bonds. The Managers may require any officer or agent of the Company to execute in favor of the Company a bond, in such sum and with such surety or sureties as the Managers may direct, conditioned upon the faithful performance of his duties to the Company and including responsibility for negligence and for the accounting for all property, funds or securities of the Company which may come into his hands.

ARTICLE 7.

COMPANY PROPERTY

7.1.          Ownership of Company Property. All Company Property shall be deemed owned by the Company as an entity, and the Managers shall not, individually, have any ownership interest in the Company Property.  All Company Property shall be held and conveyed in the name of the Company, unless the Managers determines that the Company Property should be acquired and conveyed in the name of one or more Person or Persons as nominee for the Company.

7.2.          Nominees.  In the event the Managers determine that the Company Property should be held in the name of a nominee, the Company and the nominee shall place a written declaration of trust in the Company’s books and records acknowledging the nominee’s capacity and the Company as the true owner of the Company Property. In the event the Member acts as a nominee for Company Property, the Member shall not have an interest in the Company Property held by the Member as nominee nor be liable for any Company debt in excess of that attributable to the Member’s limited liability company interest.

ARTICLE 8.

DISSOLUTION

8.1.          Dissolution. The Company shall be dissolved upon the decision of the Member to dissolve the Company. No other event, including an event described in Section 18-801 of the Act, will cause the Company to dissolve.

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8.2.          Liquidation and Termination. On dissolution of the Company, the Managers shall act as liquidator or shall appoint one or more Person or Persons as liquidator. The liquidator shall proceed diligently to wind up the affairs of the Company and make final distributions as provided herein and in the Act. The costs of liquidation shall be borne as a Company expense. Until final distribution, the liquidator shall continue to operate the Company Property with all of the power and authority of the Member. All distributions in kind (if any) to the Member shall be made subject to the liability of the Member for costs, expenses, and liabilities theretofore incurred or for which the Company has committed prior to the date of termination and those costs, expenses and liabilities shall be allocated to the Member. The distribution of cash and/or property to the Member in accordance with the provisions of this Section 8.02 constitutes a complete return to the Member of its capital contributions and a complete distribution to the Member of its limited liability company interest in all the Company’s Property.

8.3.          Certificate of Cancellation. On completion of the distribution of the Company’s assets as provided herein, the Company is terminated and the Member (or such other Person or Persons as the Act may require or permit) shall file a Certificate of Cancellation with the Secretary of Delaware, cancel any other filings made pursuant to Section 2.07, and take such other actions as may be necessary to terminate the Company.

ARTICLE 9.

GENERAL PROVISIONS

9.1.          Books and Records. The Company shall keep and maintain, at the expense of the Company, such records that the Company is required to maintain under the Act. Such records shall be kept and maintained, or made available, at the principal office of the Company as required by the Act.

9.2.          Invalid Provision. The provisions set forth in this Agreement are severable, and the invalidity or unenforceability of any particular provision of this Agreement shall not affect the other provisions hereof, and this Agreement shall be construed in all respects as if such invalid or unenforceable provisions were omitted and, in lieu of each invalid or unenforceable provision, there will be added automatically as a part of this Agreement a provision as similar in terms to the invalid or unenforceable provision as may be possible and be valid and enforceable.

9.3.          Counterparts. While this Agreement may be executed in multiple counterparts, each fully executed copy shall, for all purposes, be deemed to be the original, but all of such executed counterparts shall be deemed to constitute but one and the same agreement.

9.4.          Table of Contents; Captions. The table of contents and the titles of the articles and sections in this Agreement have been inserted as a matter of convenience of reference only and do not affect the meaning of or construction of any of the terms or provisions in this Agreement.

9.5.          Successors and Assigns. The provisions of this Agreement shall be binding on and inure to the benefit of the Member, and its successors, and assigns.

9.6.          Waiver. No failure by the Member or the Company to insist upon strict performance of any covenant, duty, agreement, or condition of this Agreement or to exercise any

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right or remedy as a result of a breach thereof shall constitute a waiver of such breach or by any covenant, duty, agreement, or condition.

9.7.          Number and Gender. Whenever the context so requires, all words used in this Agreement in any gender will be deemed to include the masculine, feminine, and neuter gender, and all singular words will include the plural and all plural words will include the singular.

9.8.          Checks and Drafts. All checks, drafts or other orders for the payment of money, notes or other evidences of indebtedness issued in the name of the Company, shall be signed by such agent or agents of the Company and in such manner as shall from time to time be determined by the Managers.

9.9.          Notices. All notices given under this Agreement shall be deemed to have been given or made (a) if delivered in person, upon actual receipt, (b) if mailed, three (3) days after deposit in the United States mail, certified mail, return receipt requested, postage prepaid, (c) if delivered by overnight delivery service or by telegraph or cable, the day after delivery to the overnight delivery service, the telegraph company or the cable company, or (d) if sent by telex or facsimile to a telex or facsimile machine owned or operated by a party, when so sent. Notwithstanding the foregoing, notices of change of address shall become effective only upon actual receipt.

9.10.        Governing Law; Severability. THIS AGREEMENT IS GOVERNED BY AND SHALL BE CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF DELAWARE, EXCLUDING ANY CONFLICT-OF-LAWS RULE OR PRINCIPLE THAT MIGHT REFER THE GOVERNANCE OF THE CONSTRUCTION OF THIS AGREEMENT TO THE LAW OF ANOTHER JURISDICTION. In the event of a direct conflict between the provisions of this Agreement and (a) any provision of the Certificate of Formation, or (b) any mandatory provision of the Act, the applicable provision of the Certificate of Formation or the Act shall control.

9.11.        Notice to Member of Provisions of this Agreement.  By executing this Agreement, the Member acknowledges that it has actual notice of (a) all of the provisions of this Agreement, and (b) all of the provisions of the Certificate of Formation. The Member hereby agrees that this Agreement constitutes adequate notice of all such provisions, and the Member hereby waives any requirement that any further notice thereunder be given.

9.12.        Entire Agreement.  This Agreement constitutes the entire agreement of the Member relating to the Company and supersedes all prior contracts or agreements with respect to the Company, whether oral or written.

9.13.        Amendment of Agreement. This Agreement may be altered, amended or repealed and a new Agreement entered into exclusively by the Member.

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EXECUTED effective as of the Effective Date.

MEMBER
RMCC Cancer Center, Inc.
By:	/s/ Phillip H. Watts,
	Phillip H. Watts,
	Vice President

EX-3.26(A)

Exhibit 3.26(a)

State of Delaware

Secretary of State

Division of Corporations

Delivered 09:58 AM 09/04/2003

FILED 09:56 AM 09/04/2003

SRV 030570556 - 3699523 FILE

CERTIFICATE OF FORMATION

OF

FLORIDA PHARMACEUTICAL SERVICES, LLC

The undersigned natural person of the age of eighteen (18) years or more, being an authorized person under the Delaware Limited Liability Company Act, hereby executes this Certificate of Formation.

1.             NAME.    The name of the limited liability company is FLORIDA PHARMACEUTICAL SERVICES, LLC.

2.             REGISTERED OFFICE.    The address of the limited liability company’s registered office is 1209 Orange Street, Wilmington, Delaware 19801.

3.             REGISTERED AGENT.    The name and address of the limited liability company’s registered agent is the Corporation Trust Company, 1209 Orange Street, Wilmington, Delaware 19801.

IN WITNESS WHEREOF, the undersigned has executed this Certificate of Formation of FLORIDA PHARMACEUTICAL SERVICES, LLC this 4^th day of September 2003.

By:	/s/ David W. Reese
		David W. Reese
		Authorized Person

EX-3.26(B)

Exhibit 3.26(b)

LIMITED LIABILITY COMPANY AGREEMENT

OF

FLORIDA PHARMACEUTICAL SERVICES, LLC

A Delaware Limited Liability Company

TABLE OF CONTENTS

ARTICLE 1.	DEFINITIONS
1.1.	Definitions
1.2.	Terms Defined in Act
1.3.	Words of Inclusion
1.4.	Section and Article References
2.1.	Formation of Limited Liability Company
2.2.	Name
2.3.	Purposes; Powers
2.4.	Term
2.5.	Principal Office
2.6.	Registered Office and Registered Agent
2.7.	Other Documents and Acts
ARTICLE 3.	SINGLE MEMBER LIMITED LIABILITY COMPANY
3.1.	Initial Member
3.2.	No Additional Members
3.3.	Liability to Third Parties
3.4.	Liability to Company
3.5.	Indemnification
3.6.	Independent Activities
ARTICLE 4.	CAPITAL; DISTRIBUTIONS
4.1.	Initial Contributions
4.2.	Additional Funds
4.3.	Limited Liability of Member
4.4.	Loans
4.5.	Distributions
ARTICLE 5.	MANAGEMENT
5.1.	General Powers of Managers
5.2.	Limitations on Power and Authority of Managers
5.3.	Number; Qualifications
5.4.	Designation of Managers
5.5.	Change in Number
5.6.	Removal
5.7.	Resignation
5.8.	Vacancies
5.9.	Annual Meetings
5.10.	Regular Meetings
5.11.	Special Meetings
5.12.	Place of Meetings
5.13.	Notice of Meetings
5.14.	Quorum
5.15.	Manner of Acting

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5.16.	Order of Business
5.17.	Compensation
5.18.	Liability to Third Parties
5.19.	Indemnification
5.20.	Independent Activities
ARTICLE 6.	OFFICERS
6.1.	Number
6.2.	Authority
6.3.	Appointment and Term of Office
6.4.	Removal
6.5.	Resignation
6.6.	Vacancies
6.7.	Chairman
6.8.	President
6.9.	Vice Presidents
6.10.	Secretary
6.11.	Treasurer
6.12.	Assistant Secretaries
6.13.	Assistant Treasurers
6.14.	Compensation
6.15.	Sureties and Bonds
ARTICLE 7.	COMPANY PROPERTY
7.1.	Ownership of Company Property
7.2.	Nominees
ARTICLE 8.	DISSOLUTION
8.1.	Dissolution
8.2.	Liquidation and Termination
8.3.	Certificate of Cancellation
ARTICLE 9.	GENERAL PROVISIONS
9.1.	Books and Records
9.2.	Invalid Provision
9.3.	Counterparts
9.4.	Table of Contents; Captions
9.5.	Successors and Asssigns
9.6.	Waiver
9.7.	Number and Gender
9.8.	Checks and Drafts
9.9.	Notices
9.10.	Governing Law; Severability
9.11.	Notice to Member of Provisions of this Agreement
9.12.	Entire Agreement
9.13.	Amendment of Agreement

ii

LIMITED LIABILITY COMPANY AGREEMENT

OF

FLORIDA PHARMACEUTICAL SERVICES, LLC

A Delaware Limited Liability Company

THIS LIMITED LIABILITY COMPANY AGREEMENT OF FLORIDA PHARMACEUTICAL SERVICES, LLC dated as of September 4, 2003 (the “Effective Date”), is entered into by AOR Management Company of Virginia, Inc., a Delaware corporation, as the sole Member of the Company.

ARTICLE 1.

DEFINITIONS

1.1.         Definitions. When used in this Agreement, the following words and phrases shall have the respective meanings specified in this Article 1 or in the section referred to unless a different meaning is clearly required by the context:

Act means the Delaware Limited Liability Company Act, as amended from time to time, or any corresponding provision or provisions of succeeding law.

Agreement means this limited liability company agreement as originally executed and as amended from time to time.

Certificate of Formation means the Certificate of Formation of the Company filed with the Secretary of State of Delaware, as amended from time to time.

Company means the limited liability company formed pursuant to the Certificate of Formation.

Company Property means all real and personal property from time to time owned by the Company.

Managers means, initially, R. Dale Ross and Bruce D. Broussard, and thereafter, those Persons who are designated as managers of the Company pursuant to this Agreement.

Member means AOR Management Company of Virginia, Inc., a Delaware corporation.

Person means a natural person, partnership (whether general or limited and whether domestic or foreign), limited liability company, foreign limited liability company, trust, estate, association, corporation, custodian, nominee or any other individual or entity in its own or any representative capacity.

Senior Officers means the Chairman (if the office of Chairman is filled) and the President.

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1.2.          Terms Defined in Act. Terms defined in the Act and used in this Agreement shall have the meanings provided in the Act unless otherwise defined in this Agreement or unless the context otherwise requires.

1.3.          Words of Inclusion.  When used in this Agreement, the word “including” shall mean “including without limitation.”

1.4.          Section and Article References. References in this Agreement to specific sections and articles refer to sections and articles of this Agreement unless otherwise stated.

ARTICLE 2.

ORGANIZATION

2.1.          Formation of Limited Liability Company.  The Company has been formed as a Delaware limited liability company pursuant to the Act, effective upon the filing of the Certificate of Formation with the Secretary of State of Delaware.  Except as provided to the contrary in this Agreement, the management of the affairs of the Company and the rights and obligations of the Member shall be governed by the provisions of the Act.

2.2.          Name. The name of the Company is Florida Pharmaceutical Services, LLC. The Managers may adopt one or more fictitious names for use by the Company from time to time, and shall make all filings required under applicable law in connection with any change in the name of the Company or the adoption or use of any fictitious name by the Company.

2.3.          Purposes; Powers.  The purpose of the Company shall be to transact any or all lawful business for which limited liability companies may be formed under the Act.  The Company shall have the power to do everything necessary, advisable, proper or convenient for the accomplishment of its purpose, subject to the provisions of this Agreement and applicable law.

2.4.          Term.  The Company commenced effective upon the filing of the Certificate of Formation with the Secretary of State of Delaware, and shall continue in existence until terminated as provided in this Agreement.

2.5.          Principal Office.  The principal office of the Company where records are to be kept or made available shall be at 16825 Northchase Drive, Suite 1300, Houston, Texas 77060. The Managers may change the principal place of business of the Company from time to time and may establish, maintain and abandon one or more additional places of business of the Company.

2.6.          Registered Office and Registered Agent.  The Company shall have and continuously maintain in the State of Delaware:

(a)           A registered office which may be, but need not be, the same as its place of business; and

(b)          A registered agent who has a business office identical with such registered office and who is either (i) an individual resident of the State of Delaware, or (ii) a domestic corporation, or a domestic limited partnership, or a domestic limited liability

2

company, or a domestic business trust, or a foreign corporation, or a foreign limited partnership, or a foreign limited liability company authorized to do business in the State of Delaware.

The address of the initial registered office of the Company and the name of the Company’s initial registered agent are set forth in the Certificate of Formation. The Managers may change the registered office and the registered agent of the Company from time to time.

2.7.          Other Documents and Acts. The Member shall execute and deliver such additional documents and perform such additional acts consistent with the terms of this Agreement as may be necessary to comply with the requirements of law for the formation, qualification, and operation of a limited liability company in the State of Delaware and in each jurisdiction in which the Company shall conduct business.

ARTICLE 3.

SINGLE MEMBER LIMITED LIABILITY COMPANY

3.1.          Initial Member.   The initial Member of the Company is AOR Management Company of Virginia, Inc., which is admitted to the Company contemporaneously with its execution of this Agreement and the making of its initial capital contribution.   The initial Member’s address is 16825 Northchase Drive, Suite 1300, Houston, Texas 77060.

3.2.          No Additional Members. The Company is intended to be a single member limited liability company. No additional Persons may be admitted to the Company as members unless and until this Agreement has been amended to provide for additional members.

3.3.          Liability to Third Parties. Except as otherwise provided by the Act, the Member shall not be obligated personally for any debt, obligation or liability of the Company, whether arising in contract, tort or otherwise, solely by reason of being a member of the Company.

3.4.          Liability to Company.   Neither the Member nor any of its officers, directors, employees or agents, shall be liable, responsible or accountable to the Company in damages or otherwise for any act or omission of the Member or any of its officers, directors, employees or agents in connection with acts carried out on behalf of the Company SPECIFICALLY INCLUDING THE MEMBER’S OR ANY OF ITS OFFICER’S, DIRECTOR’S, EMPLOYEE’S OR AGENT’S SOLE, PARTIAL OR CONCURRENT NEGLIGENCE, provided the Member or any of its officers, directors, employees or agents shall be liable for any material breach of any obligation under this Agreement or for fraud, willful misconduct or gross negligence committed toward the Company.

3.5.          Indemnification.  The Company shall and does hereby indemnify and hold harmless the Member and each of its officers, directors, employees and agents from any loss, damage, claim or liability, including reasonable attorneys’ fees and expenses, that they may incur by reason of any act, or failure to act, performed on behalf of the Company in the furtherance of the Company’s interests to the fullest extent permitted by the Act; provided in no event shall the Company indemnify the Member or its officers, directors, employees or agents for any act or performance which is a material breach of any obligation under this Agreement or the Member’s or its officer’s, director’s, employee’s or agent’s respective act of fraud, willful misconduct or

3

gross negligence. It is the express intent of this Section 3.5 to provide an indemnity to the Member and its officers, directors, employees and agents for their acts or omissions of negligence or comparative negligence or contributory negligence or similar liability SPECIFICALLY INCLUDING THE INDEMNIFIED PERSON’S SOLE, PARTIAL OR CONCURRENT NEGLIGENCE.

3.6.          Independent Activities. The Member may, notwithstanding this Agreement, engage in whatever activities it chooses, whether the same are competitive with the Company or otherwise, without having or incurring any obligation to offer any interest in such activities to the Company.

ARTICLE 4.

CAPITAL; DISTRIBUTIONS

4.1.          Initial Contributions. The Member has made an initial contribution to the capital of the Company of $1,000.00 in cash.

4.2.          Additional Funds.   Any additional funds required by the Company to meet its cash requirements may be provided by capital contributions from the Member or borrowed by the Company on terms and conditions and from one or more Persons as the Company deems appropriate. The Member shall not have any obligation to advance (either as a loan or a capital contribution) any additional funds to the Company. Nothing in this Section 4.2 is intended or will be deemed to benefit any creditor of the Company, and no creditor of the Company will be entitled to require the Company to solicit or accept any loan or additional capital contribution for the Company or to enforce any right which the Company may have against the Member under this Agreement or otherwise.

4.3.          Limited Liability of Member. Without limiting the generality of Section 4.2, the Member shall not be obligated to make any capital contribution to the Company, or otherwise to provide funds to the Company.

4.4.          Loans.   The Member may, but shall not be obligated to, loan funds to the Company at an interest rate and upon terms determined by the Company and the Managers. Loans by the Member to the Company shall not be considered contributions to the capital of the Company, and as to any funds so loaned, the Member shall be deemed a creditor of the Company and shall be entitled to be paid principal and interest thereon without regard to the profits of the Company.

4.5.          Distributions. Distributions from the Company to the Member shall be made at such times and in such amounts as may be determined by the Managers.

ARTICLE 5.

MANAGEMENT

5.1.          General Powers of Managers. Management of the Company is vested in the Managers. The powers of the Company shall be exercised by or under the authority of, and the business and affairs of the Company shall be managed under the direction of the Managers, subject to limitations imposed by law, the Certificate of Formation, or this Agreement.

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5.2.         Limitations on Power and Authority of Managers.   Without the consent of the Member, the Managers shall not have the right or power to do any of the following:

(a)           Engage in any act in contravention of this Agreement.

(b)          Engage in any act which would make it impossible to carry on the ordinary business of the Company.

(c)           Confess a judgment against the Company.

(d)          Possess Company Property or assign the Company’s rights in specific Company Property for other than a Company purpose.

(e)           Cause the Company to be merged with one or more domestic or foreign limited liability companies or any other business entity, or to convert into another form of business entity, or to enter into an agreement to do any of the foregoing.

(f)           Authorize the Company to sell all or substantially all of its assets.

(g)          Amend the Certificate of Formation.

(h)          Change the status of the Company from one in which management is vested in the Managers to one in which management is reserved to the Members.

(i)            Assign all or any part of the Company Property in trust for creditors or on the assignee’s promise to pay the debts of the Company.

(j)            Submit a claim or liability of the Company to arbitration or reference.

(k)           Make, execute or deliver for the Company any bond, mortgage, deed of trust, guaranty, indemnity bond, surety bond, or accommodation paper or accommodation endorsement.

(1)           Borrow money in the Company’s name, lend money on behalf of the Company, or use the Company Property as collateral.

(m)          Assign, transfer, pledge, compromise or release any claim of or debt owing to the Company except upon payment in full.

(n)          Do any of the acts for which the consent of the Member is required by other sections of this Agreement without first obtaining such consent.

5.3.         Number; Qualifications.   The number of Managers is two (2) until otherwise changed pursuant to this Agreement. Managers need not be residents of any particular state, but must be individuals.

5.4.         Designation of Managers. The Managers shall be designated by the Member in writing from time to time.  Each Manager shall hold office until his successor shall have been duly designated and shall have qualified or until his death or until his resignation or his removal

5

from office in the manner hereinafter provided. R. Dale Ross and Bruce D. Broussard are named by the Member as the initial Managers of the Company.

5.5.           Change in Number. The number of Managers may be increased or decreased from time to time by written resolution of the Member. The designation in writing of a lesser or greater number of Managers than the number fixed in this Agreement or last fixed by resolution of the Member shall be deemed to decrease or increase automatically the number of Managers to the number designated.

5.6.           Removal. All the Managers, or any individual Manager, may be removed from office, with or without cause and without notice or hearing, by the Member. Written notice of the removal of a Manager shall be delivered personally or by certified mail directly to such Manager’s last known address.

5.7.           Resignation.   Any Manager may resign at any time by giving oral or written notice to the Managers or to a Senior Officer or to the Secretary. Unless otherwise specified in the notice, the resignation shall take effect upon receipt thereof and acceptance of the resignation shall not be necessary to make it effective.

5.8.           Vacancies.   Any vacancy occurring in the Managers may be filled by the Member.

5.9.           Annual Meetings. The annual meeting of the Managers shall be held during the month of April of each year on such day and at such time as shall be specified in written notice thereof given by the Member. At such meeting, the Managers shall appoint the officers of the Company and may transact any other business as may lawfully come before the meeting. In the event that the annual meeting is not held within such month, the Managers shall prescribe the date and time for the annual meeting to be held as soon thereafter as practicable, and any business transacted or elections held at such meeting shall be valid as if transacted or held during such month.

5.10.         Regular Meetings. The Managers may provide by resolution the time and place for the holding of additional regular meetings without other notice than that provided by the adoption of such resolution.

5.11.         Special Meetings. Special meetings of the Managers may be called by or at the request of a Senior Officer or any of the Managers.  The person or persons authorized to call special meetings of the Managers may fix the place for holding any special meetings of the Managers called by them.

5.12.         Place of Meetings. Meetings of the Managers, annual, regular or special, may be held within or without the State of Delaware.

5.13.         Notice of Meetings. Regular meetings of the Managers may be held without notice as provided in this Agreement. Notice of any annual or special meeting of the Managers shall be given no less than five (5) days prior to the meeting by written notice delivered personally or mailed to each Manager at his business or residence address, or by telegram. The attendance of a Manager at a meeting shall constitute a waiver of notice of such meeting, except

6

when a Manager attends a meeting for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened. Neither the business to be transacted at, nor the purpose of, any meeting of the Managers need be specified in the notice or waiver of notice of such meeting.

5.14.        Quorum. A majority of the number of Managers fixed in accordance with this Agreement shall constitute a quorum for the transaction of business at any meeting of the Managers, but if less than such majority is present at a meeting, a majority of the Managers present may adjourn the meeting from time to time without notice, other than announcement at the meeting, until a quorum is present.

5.15.        Manner of Acting. The act of the majority of the Managers shall be the act of the Managers unless the act of a greater number is required by law or by the Certificate of Formation or by this Agreement.  Any reference in this Agreement to any action taken by the Managers shall mean the act of the majority of the Managers.

5.16.        Order of Business. The suggested order of business at meetings of the Managers shall be as follows:

(a)           Call to order.

(b)          Presentation of proof of due notice of the meeting, if required by this Agreement (or waiver thereof).

(c)           Announcement of a quorum.

(d)          Reading (or waiver thereof) and approval of minutes of previous meeting.

(e)           Announcements.

(f)           Reports of officers.

(g)          Unfinished business.

(h)          New business (including, if applicable, election of officers and declaration of distributions).

(i)            Adjournment.

5.17.        Compensation.  By resolution of the Managers, each Manager may be paid his expenses, if any, of attendance at each meeting of the Managers, and may be paid a fixed sum for attendance at each meeting of the Managers or a stated salary as Manager. No such payment shall preclude any Manager from serving the Company in any other capacity and receiving compensation therefor.

5.18.        Liability to Third Parties. Except as otherwise provided by the Act, no Manager shall be obligated personally for any debt, obligation or liability of the Company, whether arising in contract, tort or otherwise, solely by reason of acting as a manager of the Company.

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5.19.         Indemnification.  The Company shall and does hereby indemnify and hold harmless each Manager from any loss, damage, claim or liability, including reasonable attorneys’ fees and expenses, that he may incur by reason of any act, or failure to act, performed on behalf of the Company in the furtherance of the Company’s interests to the fullest extent permitted by the Act; provided in no event shall the Company indemnify a Manager for any act or performance which is a material breach of any obligation under this Agreement or the Manager’s act of fraud, willful misconduct or gross negligence. It is the express intent of this Section 5.19 to provide an indemnity to each Manager for his acts or omissions of negligence or comparative negligence or contributory negligence or similar liability SPECIFICALLY INCLUDING THE INDEMNIFIED PERSON’S SOLE, PARTIAL OR CONCURRENT NEGLIGENCE.

5.20.         Independent Activities. A Manager may, notwithstanding this Agreement, engage in whatever activities he chooses, whether the same are competitive with the Company or otherwise, without having or incurring any obligation to offer any interest in such activities to the Company.

ARTICLE 6.

OFFICERS

6.1.           Number. The officers of the Company shall be a president and a secretary, each of whom shall be appointed by the Managers.  The Managers may appoint, at their option, a chairman, one or more vice presidents (the number thereof to be determined by the Managers), a treasurer, and such other officers and assistant officers as may be deemed appropriate. Any two (2) or more offices may be held by the same individual.

6.2.           Authority.  All officers and agents of the Company shall have full authority to perform such duties in the management of the Company as may be provided in this Agreement, or as may be determined by the Managers not inconsistent with this Agreement. All officers and agents of the Company are subject in all matters to the supervisory control of the Managers and only the Managers have authority to make policy decisions on behalf of the Company.

6.3.           Appointment and Term of Office. Officers shall be appointed by the Managers at the annual meeting of the Managers.   If the appointment of officers shall not occur at such meeting, such appointment shall occur as soon thereafter as is convenient  Each officer shall hold office until his successor shall have been duly appointed and shall have qualified or until his death or until his resignation or his removal from office in the manner hereinafter provided.

6.4.           Removal. Any officer or agent appointed by the Managers may be removed, with or without cause and without notice or hearing, by the Managers whenever in the Managers’ judgment the best interest of the Company will be served thereby. Such removal shall be without prejudice to the contract rights, if any, of the person so removed. Appointment of an officer shall not of itself create any contractual rights. Written notice of the removal of an officer or agent shall be delivered personally or by certified mail directly to such officer’s or agent’s last known address.

6.5.           Resignation. Any officer may resign at any time by giving oral or written notice to the Managers or to a Senior Officer or to the Secretary. Unless otherwise specified in the

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notice, the resignation shall take effect upon receipt thereof and acceptance of such resignation shall not be necessary to make it effective.

6.6.          Vacancies. A vacancy in any office because of death, resignation, removal, disqualification or otherwise, may be filled by the Managers for the unexpired portion of the term.

6.7.          Chairman. The Chairman, if one is appointed by the Managers, shall be the chief executive officer of the Company, shall have general control of the business and affairs of the Company, shall see that all orders and decisions of the Managers are carried into effect, and shall perform such other duties and have such other authority and powers as the Managers may fromtime to time prescribe.

6.8.          President.  Subject to such supervisory powers, if any, as may be given by the Managers to the Chairman, the President shall have general and active management and control of the business and affairs of the Company, and shall have such other powers and duties as may be prescribed by the Managers or this Agreement.   If no Chairman has been elected, the President shall be the chief executive officer.   Within this authority and in the course of his duties, the President shall:

(a)           have all the powers and functions of the Chairman during his absence, disability, or refusal to act, or in the absence of the establishment of such an office by the Managers;

(b)          have all the powers and functions of the Treasurer in the absence of the establishment of such an office by the Managers;

(c)           when authorized by the Managers or required by law, execute, in the name of the Company, deeds, conveyances, notices, leases, checks, drafts, bills of exchange, warrants,  promissory notes,  bonds,  debentures,  contracts,  and other papers and instruments in writing and, unless the Managers shall order otherwise, make such contracts as the ordinary conduct of the Company’s business may require;

(d)          appoint and remove, employ and discharge, and prescribe the duties and fix the compensation of all agents, employees, and clerks of the Company other than the duly appointed officers, subject to the approval of the Managers, and supervise, subject to the direction of the Managers, all of the officers, agents, and employees of the Company; and

(e)           unless otherwise directed by the Managers, attend all meetings of the owners of any domestic or foreign limited liability company or other entity in which the Company holds an ownership interest, and act and vote on behalf of the Company at those meetings, either in person or by substitute appointed by the President.

6.9.          Vice Presidents.  In the absence of the President or in the event of his death, inability or refusal to act, the Vice President (or in the event there be more than one Vice President, the Vice Presidents in the order designated at the time of their election, or in the absence of any designation, then in the order of their election), if one (or more) is appointed by

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the Managers, shall perform the duties of the President, and when so acting, shall have all the powers of and be subject to all the restrictions upon the President. Any Vice President shall perform such other duties as from time to time may be assigned to him by a Senior Officer or by the Managers.

6.10.        Secretary. The Secretary shall:

(a)          keep at the principal office of the Company, or such other place as the Managers may order, the minute book of the Company;

(b)          keep the originals or copies of all records required to be kept and maintained pursuant to the Act;

(c)          assure that all notices are duly given in accordance with the provisions of this Agreement or as required by law;

(d)          be custodian of the Company’s records;

(e)          perform any and all other duties described in this Agreement;

(f)           assure that the books, reports, statements, certificates and all other documents and records required by law are properly kept and filed; and

(g)          in general perform all duties as from time to time may be assigned to him by a Senior Officer or by the Managers.

6.11.        Treasurer. The Treasurer, if one is appointed by the Managers, shall:

(a)          have charge and custody of and be responsible for all funds and securities of the Company;

(b)          keep full and accurate accounts of receipts and disbursements in the Company’s books;

(c)          deposit all money and other valuables in the name and to the credit of the Company in such depositories as may be designated by the Managers;

(d)          disburse the finds of the Company as may be ordered or authorized by the Managers and preserve proper vouchers for such disbursements;

(e)          render to the Senior Officers and the Managers whenever any one or more of the Senior Officers or the Managers requires it, an account of all his transactions as Treasurer and of the financial condition of the Company;

(f)           render a full financial report following the close of the Company’s fiscal year;

(g)          be furnished by all officers and agents, at his request, such reports and statements as he may require as to all financial transactions of the Company; and

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(h)          in general, perform all of the duties as from time to time may be assigned to him by a Senior Officer or the Managers.

If required by the Managers, the Treasurer shall give a bond for the faithful discharge of his duties in such sum and with such surety or sureties as the Managers shall determine.

6.12.        Assistant Secretaries.  The assistant secretaries, in general, shall perform such duties as shall be assigned to them by the Secretary or by a Senior Officer or by the Managers.

6.13.        Assistant Treasurers. The assistant treasurers shall, if required by the Managers, give bonds for the faithful discharge of their duties in such sums and with such sureties as the Managers shall determine. The assistant treasurers, in general, shall perform such duties as shall be assigned to them by the Treasurer or by a Senior Officer or by the Managers.

6.14.        Compensation. The compensation of the officers shall be fixed from time to time by the Managers.

6.15.        Sureties and Bonds.  The Managers may require any officer or agent of the Company to execute in favor of the Company a bond, in such sum and with such surety or sureties as the Managers may direct, conditioned upon the faithful performance of his duties to the Company and including responsibility for negligence and for the accounting for all property, funds or securities of the Company which may come into his hands.

ARTICLE 7.

COMPANY PROPERTY

7.1.          Ownership of Company Property. All Company Property shall be deemed owned by the Company as an entity, and the Managers shall not, individually, have any ownership interest in the Company Property.  All Company Property shall be held and conveyed in the name of the Company, unless the Managers determines that the Company Property should be acquired and conveyed in the name of one or more Person or Persons as nominee for the Company.

7.2.          Nominees.  In the event the Managers determine that the Company Property should be held in the name of a nominee, the Company and the nominee shall place a written declaration of trust in the Company’s books and records acknowledging the nominee’s capacity and the Company as the true owner of the Company Property. In the event the Member acts as a nominee for Company Property, the Member shall not have an interest in the Company Property held by the Member as nominee nor be liable for any Company debt in excess of that attributable to the Member’s limited liability company interest.

ARTICLE 8.

DISSOLUTION

8.1.          Dissolution. The Company shall be dissolved upon the decision of the Member to dissolve the Company. No other event, including an event described in Section 18-801 of the Act, will cause the Company to dissolve.

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8.2.         Liquidation and Termination. On dissolution of the Company, the Managers shall act as liquidator or shall appoint one or more Person or Persons as liquidator. The liquidator shall proceed diligently to wind up the affairs of the Company and make final distributions as provided herein and in the Act. The costs of liquidation shall be borne as a Company expense, Until final distribution, the liquidator shall continue to operate the Company Property with all of the power and authority of the Member. All distributions in kind (if any) to the Member shall be made subject to the liability of the Member for costs, expenses, and liabilities theretofore incurred or for which the Company has committed prior to the date of termination and those costs, expenses and liabilities shall be allocated to the Member. The distribution of cash and/or property to the Member in accordance with the provisions of this Section 8.2 constitutes a complete return to the Member of its capital contributions and a complete distribution to the Member of its limited liability company interest in all the Company’s Property.

8.3.         Certificate of Cancellation. On completion of the distribution of the Company’s assets as provided herein, the Company is terminated and the Member (or such other Person or Persons as the Act may require or permit) shall file a Certificate of Cancellation with the Secretary of Delaware, cancel any other filings made pursuant to Section 2.7, and take such other actions as may be necessary to terminate the Company.

ARTICLE 9.

GENERAL PROVISIONS

9.1.         Books and Records. The Company shall keep and maintain, at the expense of the Company, such records that the Company is required to maintain under the Act. Such records shall be kept and maintained, or made available, at the principal office of the Company as required by the Act.

9.2.         Invalid Provision. The provisions set forth in this Agreement are severable, and the invalidity or unenforceability of any particular provision of this Agreement shall not affect the other provisions hereof, and this Agreement shall be construed in all respects as if such invalid or unenforceable provisions were omitted and, in lieu of each invalid or unenforceable provision, there will be added automatically as a part of this Agreement a provision as similar in terms to the invalid or unenforceable provision as may be possible and be valid and enforceable.

9.3.         Counterparts. While this Agreement may be executed in multiple counterparts, each fully executed copy shall, for all purposes, be deemed to be the original, but all of such executed counterparts shall be deemed to constitute but one and the same agreement.

9.4.         Table of Contents; Captions. The table of contents and the titles of the articles and sections in this Agreement have been inserted as a matter of convenience of reference only and do not affect the meaning of or construction of any of the terms or provisions in this Agreement.

9.5.         Successors and Assigns. The provisions of this Agreement shall be binding on and inure to the benefit of the Member, and its successors, and assigns.

9.6.         Waiver. No failure by the Member or the Company to insist upon strict performance of any covenant, duty, agreement, or condition of this Agreement or to exercise any

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right or remedy as a result of a breach thereof shall constitute a waiver of such breach or by any covenant, duty, agreement, or condition.

9.7.         Number and Gender. Whenever the context so requires, all words used in this Agreement in any gender will be deemed to include the masculine, feminine, and neuter gender, and all singular words will include the plural and all plural words will include the singular.

9.8.         Checks and Drafts. All checks, drafts or other orders for the payment of money, notes or other evidences of indebtedness issued in the name of the Company, shall be signed by such agent or agents of the Company and in such manner as shall from time to time be determined by the Managers.

9.9.         Notices. All notices given under this Agreement shall be deemed to have been given or made (a) if delivered in person, upon actual receipt, (b) if mailed, three (3) days after deposit in the United States mail, certified mail, return receipt requested, postage prepaid, (c) if delivered by overnight delivery service or by telegraph or cable, the day after delivery to the overnight delivery service, the telegraph company or the cable company, or (d) if sent by telex or facsimile to a telex or facsimile machine owned or operated by a party, when so sent. Notwithstanding the foregoing, notices of change of address shall become effective only upon actual receipt.

9.10.       Governing Law; Severability. THIS AGREEMENT IS GOVERNED BY AND SHALL BE CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF DELAWARE, EXCLUDING ANY CONFLICT-OF-LAWS RULE OR PRINCIPLE THAT MIGHT REFER THE GOVERNANCE OF THE CONSTRUCTION OF THIS AGREEMENT TO THE LAW OF ANOTHER JURISDICTION. In the event of a direct conflict between the provisions of this Agreement and (a) any provision of the Certificate of Formation, or (b) any mandatory provision of the Act, the applicable provision of the Certificate of Formation or the Act shall control.

9.11.       Notice to Member of Provisions of this Agreement.  By executing this Agreement, the Member acknowledges that it has actual notice of (a) all of the provisions of this Agreement, and (b) all of the provisions of the Certificate of Formation. The Member hereby agrees that this Agreement constitutes adequate notice of all such provisions, and the Member hereby waives any requirement that any further notice thereunder be given.

9.12.       Entire Agreement.  This Agreement constitutes the entire agreement of the Member relating to the Company and supersedes all prior contracts or agreements with respect to the Company, whether oral or written.

9.13.       Amendment of Agreement. This Agreement may be altered, amended or repealed and a new Agreement entered into exclusively by the Member.

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EXECUTED effective as of the Effective Date.

MEMBER
AOR Management Company of Virginia, Inc.
By:	/s/ Phillip H. Watts
	Phillip H. Watts,
	Vice President

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EX-3.27(A)

Exhibit 3.27(a)

STATE OF DELAWARE

SECRETARY OF STATE

DIVISION OF CORPORATIONS

FILED 03:45 PM 04/19/2002

020252577 – 3516534

CERTIFICATE OF FORMATION

OF

IOWA PHARMACEUTICAL SERVICES, LLC

The undersigned natural person of the age of eighteen (18) years or more, being an authorized person under the Delaware Limited Liability Company Act, hereby executes this Certificate of Formation.

1.             NAME.   The name of the limited liability company is Iowa Pharmaceutical Services, LLC.

2.             REGISTERED OFFICE.    The address of the limited liability company’s registered office is 1209 Orange Street, Wilmington, Delaware 19801.

3.             REGISTERED AGENT.    The name and address of the limited liability company’s registered agent is The Corporation Trust Company, 1209 Orange Street, Wilmington, Delaware 19801.

IN WITNESS WHEREOF, the undersigned has executed this Certificate of Formation of Iowa Pharmaceutical Services, LLC this 19 day of April, 2002.

By:	/s/ Phillip H. Watts
	Phillip H. Watts
	Authorized Person

EX-3.27(B)

Exhibit 3.27(b)

LIMITED LIABILITY COMPANY AGREEMENT

OF

IOWA PHARMACEUTICAL SERVICES, LLC

A Delaware Limited Liability Company

TABLE OF CONTENTS

ARTICLE 1.	DEFINITIONS
1.1.	Definitions
1.2.	Terms Defined in Act
1.3.	Words of Inclusion
1.4.	Section and Article References
2.1.	Formation of Limited Liability Company
2.2.	Name
2.3.	Purposes; Powers
2.4.	Term
2.5.	Principal Office
2.6.	Registered Office and Registered Agent
2.7.	Other Documents and Acts
ARTICLE 3.	SINGLE MEMBER LIMITED LIABILITY COMPANY
3.1.	Initial Member
3.2.	No Additional Members
3.3.	Liability to Third Parties
3.4.	Liability to Company
3.5.	Indemnification
3.6.	Independent Activities
ARTICLE 4.	CAPITAL; DISTRIBUTIONS
4.1.	Initial Contributions
4.2.	Additional Funds
4.3.	Limited Liability of Member
4.4.	Loans
4.5.	Distributions
ARTICLE 5.	MANAGEMENT
5.1.	General Powers of Managers
5.2.	Limitations on Power and Authority of Managers
5.3.	Number; Qualifications
5.4.	Designation of Managers
5.5.	Change in Number
5.6.	Removal
5.7.	Resignation
5.8.	Vacancies
5.9.	Annual Meetings
5.10.	Regular Meetings
5.11.	Special Meetings
5.12.	Place of Meetings
5.13.	Notice of Meetings
5.14.	Quorum
5.15.	Manner of Acting

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5.16.	Order of Business
5.17.	Compensation
5.18.	Liability to Third Parties
5.19.	Indemnification
5.20.	Independent Activities
ARTICLE 6.	OFFICERS
6.1.	Number
6.2.	Authority
6.3.	Appointment and Term of Office
6.4.	Removal
6.5.	Resignation
6.6.	Vacancies
6.7.	Chairman
6.8.	President
6.9.	Vice Presidents
6.10.	Secretary
6.11.	Treasurer
6.12.	Assistant Secretaries
6.13.	Assistant Treasurers
6.14.	Compensation
6.15.	Sureties and Bonds
ARTICLE 7.	COMPANY PROPERTY
7.1.	Ownership of Company Property
7.2.	Nominees
ARTICLE 8.	DISSOLUTION
8.1.	Dissolution
8.2.	Liquidation and Termination
8.3.	Certificate of Cancellation
ARTICLE 9.	GENERAL PROVISIONS
9.1.	Books and Records
9.2.	Invalid Provision
9.3.	Counterparts
9.4.	Table of Contents; Captions
9.5.	Successors and Asssigns
9.6.	Waiver
9.7.	Number and Gender
9.8.	Checks and Drafts
9.9.	Notices
9.10.	Governing, Law: Severability
9.11.	Notice to Member of Provisions of this Agreement
9.12.	Entire Agreement
9.13.	Amendment of Agreement

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LIMITED LIABILITY COMPANY AGREEMENT

OF

IOWA PHARMACEUTICAL SERVICES, LLC

A Delaware Limited Liability Company

THIS LIMITED LIABILITY COMPANY AGREEMENT OF IOWA PHARMACEUTICAL SERVICES, LLC dated as of April 19, 2002 (the “Effective Date”), is entered into by AOR Management Company of Missouri, Inc., a Delaware corporation, as the sole Member of the Company.

ARTICLE 1.

DEFINITIONS

1.1.          Definitions. When used in this Agreement, the following words and phrases shall have the respective meanings specified in this Article 1 or in the section referred to unless a different meaning is clearly required by the context:

Act means the Delaware Limited Liability Company Act, as amended from time to time, or any corresponding provision or provisions of succeeding law.

Agreement means this limited liability company agreement as originally executed and as amended from time to time.

Certificate of Formation means the Certificate of Formation of the Company filed with the Secretary of State of Delaware, as amended from time to time.

Company means the limited liability company formed pursuant to the Certificate of Formation.

Company Property means all real and personal property from time to time owned by the Company.

Managers means, initially, R. Dale Ross and Bruce D. Broussard, and thereafter, those Persons who are designated as managers of the Company pursuant to this Agreement.

Member means AOR Management Company of Missouri, Inc., a Delaware corporation.

Person means a natural person, partnership (whether general or limited and whether domestic or foreign), limited liability company, foreign limited liability company, trust, estate, association, corporation, custodian, nominee or any other individual or entity in its own or any representative capacity.

Senior Officers means the Chairman (if the office of Chairman is filled) and the President.

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1.2.          Terms Defined in Act. Terms defined in the Act and used in this Agreement shall have the meanings provided in the Act unless otherwise defined in this Agreement or unless the context otherwise requires.

1.3.          Words of Inclusion.  When used in this Agreement, the word “including” shall mean “including without limitation.”

1.4.          Section and Article References. References in this Agreement to specific sections and articles refer to sections and articles of this Agreement unless otherwise stated.

ARTICLE 2.

ORGANIZATION

2.1.          Formation of Limited Liability Company.  The Company has been formed as a Delaware limited liability company pursuant to the Act, effective upon the filing of the Certificate of Formation with the Secretary of State of Delaware.  Except as provided to the contrary in this Agreement, the management of the affairs of the Company and the rights and obligations of the Member shall be governed by the provisions of the Act.

2.2.          Name. The name of the Company is Iowa Pharmaceutical Services, LLC. The Managers may adopt one or more fictitious names for use by the Company from time to time, and shall make all filings required under applicable law in connection with any change in the name of the Company or the adoption or use of any fictitious name by the Company.

2.3.          Purposes; Powers.  The purpose of the Company shall be to transact any or all lawful business for which limited liability companies may be formed under the Act.  The Company shall have the power to do everything necessary, advisable, proper or convenient for the accomplishment of its purpose, subject to the provisions of this Agreement and applicable law.

2.4.          Term.  The Company commenced effective upon the filing of the Certificate of Formation with the Secretary of State of Delaware, and shall continue in existence until terminated as provided in this Agreement.

2.5.          Principal Office.  The principal office of the Company where records are to be kept or made available shall be at 16825 Northchase Drive, Suite 1300, Houston, Texas 77060.  The Managers may change the principal place of business of the Company from time to time and may establish, maintain and abandon one or more additional places of business of the Company.

2.6.          Registered Office and Registered Agent.  The Company shall have and continuously maintain in the State of Delaware:

(a)           A registered office which may be, but need not be, the same as its place of business; and

(b)          A registered agent who has a business office identical with such registered office and who is either (i) an individual resident of the State of Delaware, or (ii) a domestic corporation, or a domestic limited partnership, or a domestic limited liability

2

company, or a domestic business trust, or a foreign corporation, or a foreign limited partnership, or a foreign limited liability company authorized to do business in the State of Delaware.

The address of the initial registered office of the Company and the name of the Company’s initial registered agent are set forth in the Certificate of Formation. The Managers may change the registered office and the registered agent of the Company from time to time.

2.7.          Other Documents and Acts. The Member shall execute and deliver such additional documents and perform such additional acts consistent with the terms of this Agreement as may be necessary to comply with the requirements of law for the formation, qualification, and operation of a limited liability company in the State of Delaware and in each jurisdiction in which the Company shall conduct business.

ARTICLE 3.

SINGLE MEMBER LIMITED LIABILITY COMPANY

3.1.          Initial Member.   The initial Member of the Company is AOR Management Company of Missouri, Inc., which is admitted to the Company contemporaneously with its execution of this Agreement and the making of its initial capital contribution.   The initial Member’s address is 16825 Northchase Drive, Suite 1300, Houston, Texas 77060.

3.2.          No Additional Members. The Company is intended to be a single member limited liability company. No additional Persons may be admitted to the Company as members unless and until this Agreement has been amended to provide for additional members.

3.3.          Liability to Third Parties. Except as otherwise provided by the Act, the Member shall not be obligated personally for any debt, obligation or liability of the Company, whether arising in contract, tort or otherwise, solely by reason of being a member of the Company.

3.4.          Liability to Company.   Neither the Member nor any of its officers, directors, employees or agents, shall be liable, responsible or accountable to the Company in damages or otherwise for any act or omission of the Member or any of its officers, directors, employees or agents in connection with acts carried out on behalf of the Company SPECIFICALLY INCLUDING THE MEMBER’S OR ANY OF ITS OFFICER’S, DIRECTOR’S, EMPLOYEE’S OR AGENT’S SOLE, PARTIAL OR CONCURRENT NEGLIGENCE, provided the Member or any of its officers, directors, employees or agents shall be liable for any material breach of any obligation under this Agreement or for fraud, willful misconduct or gross negligence committed toward the Company.

3.5.          Indemnification.  The Company does hereby indemnify and hold harmless the Member and each of its officers, directors, employees and agents from any loss, damage, claim or liability, including reasonable attorneys’ fees and expenses, that they may incur by reason of any act, or failure to act, performed on behalf of the Company in the furtherance of the Company’s interests to the fullest extent permitted by the Act; provided in no event shall the Company indemnify the Member or its officers, directors, employees or agents for any act or performance which is a material breach of any obligation under this Agreement or the Member’s or its officer’s, director’s, employee’s or agent’s respective act of fraud, willful misconduct or

3

gross negligence  It is the express intent of this Section 3.05 to provide an indemnity to the Member and its officers, directors, employees and agents for their acts or omissions of negligence or comparative negligence or contributory negligence or similar liability SPECIFICALLY INCLUDING THE INDEMNIFIED PERSON’S SOLE, PARTIAL OR CONCURRENT NEGLIGENCE.

3.6.          Independent Activities. The Member may, notwithstanding this Agreement, engage in whatever activities it chooses, whether the same are competitive with the Company or otherwise, without having or incurring any obligation to offer any interest in such activities to the Company.

ARTICLE 4.

CAPITAL: DISTRIBUTIONS

4.1.          Initial Contributions. The Member has made an initial contribution to the capital of the Company of $1,000.00 in cash.

4.2.          Additional Funds.   Any additional funds required by the Company to meet its cash requirements be provided by capital contributions from the Member or borrowed by the Company on terms and conditions and from one or more Persons as the Company deems appropriate. The Member shall not have any obligation to advance (either as a loan or a capital contribution) any additional funds to the Company. Nothing in this Section 4.02 is intended or will be deemed to benefit any creditor of the Company, and no creditor of the Company will be entitled to require the Company to solicit or accept any loan or additional capital contribution for the Company or to enforce any right which the Company may have against the Member under this Agreement or otherwise.

4.3.          Limited Liability of Member. Without limiting the generality of Section 4.02, the Member shall not be obligated to make any capital contribution to the Company, or otherwise to provide funds to the Company.

4.4.          Loans.   The Member may, but shall not be obligated to, loan funds to the Company at an interest rate and upon terms determined by the Company and the Managers. Loans by the Member to the Company shall not be considered contributions to the capital of the Company, and as to any funds so loaned, the Member shall be deemed a creditor of the Company and shall be entitled to be paid principal and interest thereon without regard to the profits of the Company.

4.5.          Distributions. Distributions from the Company to the Member shall be made at such times and in such amounts as may be determined by the Managers.

ARTICLE 5,

MANAGEMENT

5.1.          General Powers of Managers.  Management of the Company is vested in the Managers. The powers of the Company shall be exercised by or under the authority of, and the business and affairs of the Company shall be managed under the direction of the Managers, subject to limitations imposed by law, the Certificate of Formation, or this Agreement.

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5.2.          Limitations on Power and Authority of Managers   Without the consent of the Member, the Managers shall not have the right or power to do any of the following:

(a)           Engage in any act in contravention of this Agreement.

(b)          Engage in any act which would make it impossible to carry on the ordinary business of the Company.

(c)           Confess a judgment against the Company.

(d)          Possess Company Property or assign the Company’s rights in specific Company Property for other than a Company purpose.

(e)           Cause the Company to be merged with one or more domestic or foreign limited liability companies or any other business entity, or to convert into another form of business entity, or to enter into an agreement to do any of the foregoing.

(f)           Authorize the Company to sell all or substantially all of its assets.

(g)          Amend the Certificate of Formation.

(h)          Change the status of the Company from one in which management is vested in the Managers to one in which management is reserved to the Members.

(i)            Assign all or any part of the Company Property in trust for creditors or on the assignee’s promise to pay the debts of the Company.

(j)            Submit a claim or liability of the Company to arbitration or reference.

(k)           Make, execute or deliver for the Company any bond, mortgage, deed of trust, guaranty, indemnity bond, surety bond, or accommodation paper or accommodation endorsement.

(1)           Borrow money in the Company’s name, lend money on behalf of the Company, or use the Company Property as collateral.

(m)          Assign, transfer, pledge, compromise or release any claim of or debt owing to the Company except upon payment in full.

(n)          Do any of the acts for which the consent of the Member is required by other sections of this Agreement without first obtaining such consent.

5.3.          Number: Qualifications.   The number of Managers is two (2) until otherwise changed pursuant to this Agreement. Managers need not be residents of any particular state, but must be individuals.

5.4.          Designation of Managers. The Managers shall be designated by the Member in writing from time to time.  Each Manager shall hold office until his successor shall have been duly designated and shall have qualified or until his death or until his resignation or his removal

5

from office in the manner hereinafter provided. R. Dale Ross and Bruce D. Broussard are named by the Member as the initial Managers of the Company.

5.5.           Change in Number. The number of Managers may be increased or decreased from time to time by written resolution of the Member. The designation in writing of a lesser or greater number of Managers than the number fixed in this Agreement or last fixed by resolution of the Member shall be deemed to decrease or increase automatically the number of Managers to the number designated.

5.6.           Removal. All the Managers, or any individual Manager, may be removed from office, with or without cause and without notice or hearing, by the Member. Written notice of the removal of a Manager shall be delivered personally or by certified mail directly to such Manager’s last known address.

5.7.           Resignation.   Any Manager may resign at any time by giving oral or written notice to the Managers or to a Senior Officer or to the Secretary. Unless otherwise specified in the notice, the resignation shall take effect upon receipt thereof and acceptance of the resignation shall not be necessary to make it effective.

5.8.           Vacancies.   Any vacancy occurring in the Managers may be filled by the Member.

5.9.           Annual Meetings. The annual meeting of the Managers shall be held during the month of April of each year on such day and at such time as shall be specified in written notice thereof given by the Member. At such meeting, the Managers shall appoint the officers of the Company and may transact any other business as may lawfully come before the meeting. In the event that the annual meeting is not held within such month, the Managers shall prescribe the date and time for the annual meeting to be held as soon thereafter as practicable, and any business transacted or elections held at such meeting shall be valid as if transacted or held during such month.

5.10.         Regular Meetings. The Managers may provide by resolution the time and place for the holding of additional regular meetings without other notice than that provided by the adoption of such resolution.

5.11.         Special Meetings. Special meetings of me Managers may be called by or at the request of a Senior Officer or any of the Managers.  The person or persons authorized to call special meetings of the Managers may fix the place for holding any special meetings of the Managers called by them.

5. 12.        Place of Meetings. Meetings of the Managers, annual, regular or special, may be held within or without the State of Delaware.

5.13.         Notice of Meetings. Regular meetings of the Managers may be held without notice as provided in this Agreement. Notice of any annual or special meeting of the Managers shall be given no less than five (5) days prior to the meeting by written notice delivered personally or mailed to each Manager at his business or residence address, or by telegram. The attendance of a Manager at a meeting shall constitute a waiver of notice of such meeting, except

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when a Manager attends a meeting for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened. Neither the business to be transacted at, nor the purpose of, any meeting of the Managers need be specified in the notice or waiver of notice of such meeting.

5.14.         Quorum. A majority of the number of Managers fixed in accordance with this Agreement shall constitute a quorum for the transaction of business at any meeting of the Managers, but if less than such majority is present at a meeting, a majority of the Managers present may adjourn the meeting from time to time without notice, other than announcement at the meeting, until a quorum is present.

5.15.         Manner of Acting. The act of the majority of the Managers shall be the act of the Managers unless the act of a greater number is required by law or by the Certificate of Formation or by this Agreement. Any reference in this Agreement to any action taken by the Managers shall mean the act of the majority of the Managers.

5.16.         Order of Business. The suggested order of business at meetings of the Managers shall be as follows:

(a)           Call to order.

(b)          Presentation of proof of due notice of the meeting, if required by this Agreement (or waiver thereof).

(c)           Announcement of a quorum.

(d)          Reading (or waiver thereof) and approval of minutes of previous meeting.

(e)           Announcements.

(f)           Reports of officers.

(g)          Unfinished business.

(h)          New business (including, if applicable, election of officers and declaration of distributions).

(i)            Adjournment.

5.17.         Compensation.  By resolution of the Managers, each Manager may be paid his expenses, if any, of attendance at each meeting of the Managers, and may be paid a fixed sum for attendance at each meeting of the Managers or a stated salary as Manager. No such payment shall preclude any Manager from serving the Company in any other capacity and receiving compensation therefor.

5.18.         Liability to Third Parties. Except as otherwise provided by the Act, no Manager shall be obligated personally for any debt, obligation or liability of the Company, whether arising in contract, tort or otherwise, solely by reason of acting as a manager of the Company.

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5.19.         Indemnification.  The Company shall and does hereby indemnify and hold harmless each Manager from any loss, damage, claim or liability, including reasonable attorneys’ fees and expenses, that he may incur by reason of any act, or failure to act, performed on behalf of the Company in the furtherance of the Company’s interests to the fullest extent permitted by the Act; provided in no event shall the Company indemnify a Manager for any act or performance which is a material breach of any obligation under this Agreement or the Manager’s act of fraud, willful misconduct or gross negligence. It is the express intent of this Section 5.18 to provide an indemnity to each Manager for his acts or omissions of negligence or comparative negligence or contributory negligence or similar liability SPECIFICALLY INCLUDING THE INDEMNIFIED PERSON’S SOLE, PARTIAL OR CONCURRENT NEGLIGENCE.

5.20.         Independent Activities. A Manager may, notwithstanding this Agreement, engage in whatever activities he chooses, whether the same are competitive with the Company or otherwise, without having or incurring any obligation to offer any interest in such activities to the Company.

ARTICLE 6.

OFFICERS

6.1.           Number. The officers of the Company shall be a president and a secretary, each of whom shall be appointed by the Managers.  The Managers may appoint, at their option, a chairman, one or more vice presidents (the number thereof to be determined by the Managers), a treasurer, and such other officers and assistant officers as may be deemed appropriate. Any two (2) or more offices may be held by the same individual.

6.2.           Authority.  All officers and agents of the Company shall have full authority to perform such duties in the management of the Company as may be provided in this Agreement, or as may be determined by the Managers not inconsistent with this Agreement. All officers and agents of the Company are subject in all matters to the supervisory control of the Managers and only the Managers have authority to make policy decisions on behalf of the Company.

6.3.           Appointment and Term of Office. Officers shall be appointed by the Managers at the annual meeting of the Managers.   If the appointment of officers shall not occur at such meeting, such appointment shall occur as soon thereafter as is convenient.  Each officer shall hold office until his successor shall have been duly appointed and shall have qualified or until his death or until his resignation or his removal from office in the manner hereinafter provided.

6.4.           Removal. Any officer or agent appointed by the Managers may be removed, with or without cause and without notice or hearing, by the Managers whenever in the Managers’ judgment the best interest of the Company will be served thereby. Such removal shall be without prejudice to the contract rights, if any, of the person so removed. Appointment of an officer shall not of itself create any contractual rights. Written notice of the removal of an officer or agent shall be delivered personally or by certified mail directly to such officer’s or agent’s last known address.

6.5.           Resignation. Any officer may resign at any time by giving oral or written notice to the Managers or to a Senior Officer or to the Secretary. Unless otherwise specified in the

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notice, the resignation shall take effect upon receipt thereof and acceptance of such resignation shall not be necessary to make it effective.

6.6.           Vacancies. A vacancy in any office because of death, resignation, removal, disqualification or otherwise, may be filled by the Managers for the unexpired portion of the term.

6.7.           Chairman. The Chairman, if one is appointed by the Managers, shall be the chief executive officer of the Company, shall have general control of the business and affairs of the Company, shall see that all orders and decisions of the Managers are carried into effect, and shall perform such other duties and have such other authority and powers as the Managers may from time to time prescribe.

6.8.           President.  Subject to such supervisory powers, if any, as may be given by the Managers to the Chairman, the President shall have general and active management and control of the business and affairs of the Company, and shall have such other powers and duties as may be prescribed by the Managers or this Agreement.   If no Chairman has been elected, the President shall be the chief executive officer.   Within this authority and in the course of his duties, the President shall:

(a)           have all the powers and functions of the Chairman during his absence, disability, or refusal to act, or in the absence of the establishment of such an office by the Managers;

(b)          have all the powers and functions of the Treasurer in the absence of the establishment of such an office by the Managers;

(c)           when authorized by the Managers or required by law, execute, in the name of the Company, deeds, conveyances, notices, leases, checks, drafts, bills of exchange, warrants,  promissory notes,  bonds,  debentures,  contracts,  and other papers and instruments in writing and, unless the Managers shall order otherwise, make such contracts as the ordinary conduct of the Company’s business may require;

(d)          appoint and remove, employ and discharge, and prescribe the duties and fix the compensation of all agents, employees, and clerks of the Company other than the duly appointed officers, subject to the approval of the Managers, and supervise, subject to the direction of the Managers, all of the officers, agents, and employees of the Company; and

(e)           unless otherwise directed by the Managers, attend all meetings of the owners of any domestic or foreign limited liability company or other entity in which the Company holds an ownership interest, and act and vote on behalf of the Company at those meetings, either in person or by substitute appointed by the President.

6.9.           Vice Presidents.  In the absence of the President or in the event of his death, inability or refusal to act, the Vice President (or in the event there be more than one Vice President, the Vice Presidents in the order designated at the time of their election, or in the absence of any designation, then in the order of their election), if one (or more) is appointed by

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the Managers, shall perform the duties of the President, and when so acting, shall have all the powers of and be subject to all the restrictions upon the President. Any Vice President shall perform such other duties as from time to time may be assigned to him by a Senior Officer or by the Managers.

6.10.         Secretary. The Secretary shall:

(a)          keep at the principal office of the Company, or such other place as the Managers may order, the minute book of the Company;

(b)          keep the originals or copies of all records required to be kept and maintained pursuant to the Act;

(c)          assure that all notices are duly given in accordance with the provisions of this Agreement or as required by law;

(d)          be custodian of the Company’s records;

(e)          perform any and all other duties described in this Agreement;

(f)           assure that the books, reports, statements, certificates and all other documents and records required by law are properly kept and filed; and

(g)          in general perform all duties as from time to time may be assigned to him by a Senior Officer or by the Managers.

6.11.         Treasurer. The Treasurer, if one is appointed by the Managers, shall:

(a)          have charge and custody of and be responsible for all funds and securities of the Company;

(b)          keep full and accurate accounts of receipts and disbursements in the Company’s books;

(c)          deposit all money and other valuables in the name and to the credit of the Company in such depositories as may be designated by the Managers;

(d)          disburse the finds of the Company as may be ordered or authorized by the Managers and preserve proper vouchers for such disbursements;

(e)          render to the Senior Officers and the Managers whenever any one or more of the Senior Officers or the Managers requires it, an account of all his transactions as Treasurer and of the financial condition of the Company;

(f)           render a full financial report following the close of the Company’s fiscal year;

(g)          be furnished by all officers and agents, at his request, such reports and statements as he may require as to all financial transactions of the Company; and

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(h)          in general, perform all of the duties as from time to time may be assigned to him by a Senior Officer or the Managers.

If required by the Managers, the Treasurer shall give a bond for the faithful discharge of his duties in such sum and with such surety or sureties as the Managers shall determine.

6.12.         Assistant Secretaries.  The assistant secretaries, in general, shall perform such duties as shall be assigned to them by the Secretary or by a Senior Officer or by the Managers.

6.13.         Assistant Treasurers. The assistant treasurers shall, if required by the Managers, give bonds for the faithful discharge of their duties in such sums and with such sureties as the Managers shall determine. The assistant treasurers, in general, shall perform such duties as shall be assigned to them by the Treasurer or by a Senior Officer or by the Managers.

6.14.         Compensation. The compensation of the officers shall be fixed from time to time by the Managers.

6.15.         Sureties and Bonds.  The Managers may require any officer or agent of the Company to execute in favor of the Company a bond, in such sum and with such surety or sureties as the Managers may direct, conditioned upon the faithful performance of his duties to the Company and including responsibility for negligence and for the accounting for all property, funds or securities of the Company which may come into his hands.

ARTICLE 7.

COMPANY PROPERTY

7.1.           Ownership of Company Property. All Company Property shall be deemed owned by the Company as an entity, and the Managers shall not, individually, have any ownership interest in the Company Property.  All Company Property shall be held and conveyed in the name of the Company, unless the Managers determines that the Company Property should be acquired and conveyed in the name of one or more Person or Persons as nominee for the Company.

7.2.           Nominees.  In the event the Managers determine that the Company Property should be held in the name of a nominee, the Company and the nominee shall place a written declaration of trust in the Company’s books and records acknowledging the nominee’s capacity and the Company as the true owner of the Company Property. In the event the Member acts as a nominee for Company Property, the Member shall not have an interest in the Company Property held by the Member as nominee nor be liable for any Company debt in excess of that attributable to the Member’s limited liability company interest.

ARTICLE 8.

DISSOLUTION

8.1.           Dissolution. The Company shall be dissolved upon the decision of the Member to dissolve the Company. No other event, including an event described in Section 18-801 of the Act, will cause the Company to dissolve.

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8.2.          Liquidation and Termination. On dissolution of the Company, the Managers shall act as liquidator or shall appoint one or more Person or Persons as liquidator. The liquidator shall proceed diligently to wind up the affairs of the Company and make final distributions as provided herein and in the Act. The costs of liquidation shall be borne as a Company expense.  Until final distribution, the liquidator shall continue to operate the Company Property with all of the power and authority of the Member. All distributions in kind (if any) to the Member shall be made subject to the liability of the Member for costs, expenses, and liabilities theretofore incurred or for which the Company has committed prior to the date of termination and those costs, expenses and liabilities shall be allocated to the Member. The distribution of cash and/or property to the Member in accordance with the provisions of this Section 8.02 constitutes a complete return to the Member of its capital contributions and a complete distribution to the Member of its limited liability company interest in all the Company’s Property.

8.3.          Certificate of Cancellation. On completion of the distribution of the Company’s assets as provided herein, the Company is terminated and the Member (or such other Person or Persons as the Act may require or permit) shall file a Certificate of Cancellation with the Secretary of Delaware, cancel any other filings made pursuant to Section 2.07, and take such other actions as may be necessary to terminate the Company.

ARTICLE 9.

GENERAL PROVISIONS

9.1.          Books and Records. The Company shall keep and maintain, at the expense of the Company, such records that the Company is required to maintain under the Act. Such records shall be kept and maintained, or made available, at the principal office of the Company as required by the Act.

9.2.          Invalid Provision. The provisions set forth in this Agreement are severable, and the invalidity or unenforceability of any particular provision of this Agreement shall not affect the other provisions hereof, and this Agreement shall be construed in all respects as if such invalid or unenforceable provisions were omitted and, in lieu of each invalid or unenforceable provision, there will be added automatically as a part of this Agreement a provision as similar in terms to the invalid or unenforceable provision as may be possible and be valid and enforceable.

9.3.          Counterparts. While this Agreement may be executed in multiple counterparts, each fully executed copy shall, for all purposes, be deemed to be the original, but all of such executed counterparts shall be deemed to constitute but one and the same agreement.

9.4.          Table of Contents; Captions. The table of contents and the titles of the articles and sections in this Agreement have been inserted as a matter of convenience of reference only and do not affect the meaning of or construction of any of the terms or provisions in this Agreement.

9.5.          Successors and Assigns. The provisions of this Agreement shall be binding on and inure to the benefit of the Member, and its successors, and assigns.

9.6.          Waiver. No failure by the Member or the Company to insist upon strict performance of any covenant, duty, agreement, or condition of this Agreement or to exercise any

12

right or remedy as a result of a breach thereof shall constitute a waiver of such breach or by any covenant, duty, agreement, or condition.

9.7.          Number and Gender. Whenever the context so requires, all words used in this Agreement in any gender will be deemed to include the masculine, feminine, and neuter gender, and all singular words will include the plural and all plural words will include the singular.

9.8.          Checks and Drafts. All checks, drafts or other orders for the payment of money, notes or other evidences of indebtedness issued in the name of the Company, shall be signed by such agent or agents of the Company and in such manner as shall from time to time be determined by the Managers.

9.9.          Notices. All notices given under this Agreement shall be deemed to have been given or made (a) if delivered in person, upon actual receipt, (b) if mailed, three (3) days after deposit in the United States mail, certified mail, return receipt requested, postage prepaid, (c) if delivered by overnight delivery service or by telegraph or cable, the day after delivery to the overnight delivery service, the telegraph company or the cable company, or (d) if sent by telex or facsimile to a telex or facsimile machine owned or operated by a party, when so sent. Notwithstanding the foregoing, notices of change of address shall become effective only upon actual receipt.

9.10.        Governing Law; Severability. THIS AGREEMENT IS GOVERNED BY AND SHALL BE CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF DELAWARE, EXCLUDING ANY CONFLICT-OF-LAWS RULE OR PRINCIPLE THAT MIGHT REFER THE GOVERNANCE OF THE CONSTRUCTION OF THIS AGREEMENT TO THE LAW OF ANOTHER JURISDICTION. In the event of a direct conflict between the provisions of this Agreement and (a) any provision of the Certificate of Formation, or (b) any mandatory provision of the Act, the applicable provision of the Certificate of Formation or the Act shall control.

9.11.        Notice to Member of Provisions of this Agreement.  By executing this Agreement, the Member acknowledges that it has actual notice of (a) all of the provisions of this Agreement, and (b) all of the provisions of the Certificate of Formation. The Member hereby agrees that this Agreement constitutes adequate notice of all such provisions, and the Member hereby waives any requirement that any further notice thereunder be given.

9.12.        Entire Agreement.  This Agreement constitutes the entire agreement of the Member relating to the Company and supersedes all prior contracts or agreements with respect to the Company, whether oral or written.

9.13.        Amendment of Agreement. This Agreement may be altered, amended or repealed and a new Agreement entered into exclusively by the Member.

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EXECUTED effective as of the Effective Date.

MEMBER
AOR Management Company of Missouri, Inc.
By:	/s/ Phillip H. Watts
	Phillip H. Watts,
	Vice President

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EX-3.28(A)

Exhibit 3.28(a)

STATE OF DELAWARE

SECRETARY OF STATE

DIVISION OF CORPORATIONS

FILED 03:45 PM 04/19/2002

020252570 – 3516531

CERTIFICATE OF FORMATION

OF

MICHIGAN PHARMACEUTICAL SERVICES, LLC

The undersigned natural person of the age of eighteen (18) years or more, being an authorized person under the Delaware Limited Liability Company Act, hereby executes this Certificate of Formation.

1.             NAME.   The name of the limited liability company is Michigan Pharmaceutical Services, LLC.

2.             REGISTERED OFFICE.   The address of the limited liability company’s registered office is 1209 Orange Street, Wilmington, Delaware 19801.

3.             REGISTERED AGENT.   The name and address of the limited liability company’s registered agent is The Corporation Trust Company, 1209 Orange Street, Wilmington, Delaware 19801.

IN WITNESS WHEREOF, the undersigned has executed this Certificate of Formation of Michigan Pharmaceutical Services, LLC this 19 day of April, 2002.

By:	/s/ Phillip H. Watts
	Phillip H. Watts
	Authorized Person

EX-3.28(B)

Exhibit 3.28(b)

LIMITED LIABILITY COMPANY AGREEMENT

OF

MICHIGAN PHARMACEUTICAL SERVICES, LLC

A Delaware Limited Liability Company

TABLE OF CONTENTS

ARTICLE 1.	DEFINITIONS
1.1.	Definitions
1.2.	Terms Defined in Act
1.3.	Words of Inclusion
1.4.	Section and Article References
2.1.	Formation of Limited Liability Company
2.2.	Name
2.3.	Purposes; Powers
2.4.	Term
2.5.	Principal Office
2.6.	Registered Office and Registered Agent
2.7.	Other Documents and Acts
ARTICLE 3.	SINGLE MEMBER LIMITED LIABILITY COMPANY
3.1.	Initial Member
3.2.	No Additional Members
3.3.	Liability to Third Parties
3.4.	Liability to Company
3.5.	Indemnification
3.6.	Independent Activities
ARTICLE 4.	CAPITAL; DISTRIBUTIONS
4.1.	Initial Contributions
4.2.	Additional Funds
4.3.	Limited Liability of Member
4.4.	Loans
4.5.	Distributions
ARTICLE 5.	MANAGEMENT
5.1.	General Powers of Managers
5.2.	Limitations on Power and Authority of Managers
5.3.	Number; Qualifications
5.4.	Designation of Managers
5.5.	Change in Number
5.6.	Removal
5.7.	Resignation
5.8.	Vacancies
5.9.	Annual Meetings
5.10.	Regular Meetings
5.11.	Special Meetings
5.12.	Place of Meetings
5.13.	Notice of Meetings
5.14.	Quorum
5.15.	Manner of Acting

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5.16.	Order of Business
5.17.	Compensation
5.18.	Liability to Third Parties
5.19.	Indemnification
5.20.	Independent Activities
ARTICLE 6.	OFFICERS
6.1.	Number
6.2.	Authority
6.3.	Appointment and Term of Office
6.4.	Removal
6.5.	Resignation
6.6.	Vacancies
6.7.	Chairman
6.8.	President
6.9.	Vice Presidents
6.10.	Secretary
6.11.	Treasurer
6.12.	Assistant Secretaries
6.13.	Assistant Treasurers
6.14.	Compensation
6.15.	Sureties and Bonds
ARTICLE 7.	COMPANY PROPERTY
7.1.	Ownership of Company Property
7.2.	Nominees
ARTICLE 8.	DISSOLUTION
8.1.	Dissolution
8.2.	Liquidation and Termination
8.3.	Certificate of Cancellation
ARTICLE 9.	GENERAL PROVISIONS
9.1.	Books and Records
9.2.	Invalid Provision
9.3.	Counterparts
9.4.	Table of Contents; Captions
9.5.	Successors and Assigns
9.6.	Waiver
9.7.	Number and Gender
9.8.	Checks and Drafts
9.9.	Notices
9.10.	Governing, Law; Severability
9.11.	Notice to Member of Provisions of this Agreement
9.12.	Entire Agreement
9.13.	Amendment of Agreement

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LIMITED LIABILITY COMPANY AGREEMENT

OF

MICHIGAN PHARMACEUTICAL SERVICES, LLC
A Delaware Limited Liability Company

THIS LIMITED LIABILITY COMPANY AGREEMENT OF MICHIGAN PHARMACEUTICAL SERVICES, LLC dated as of April 19, 2002 (the “Effective Date”), is entered into by AOR Management Company of Pennsylvania, Inc., a Delaware corporation, as the sole Member of the Company.

ARTICLE 1.

DEFINITIONS

1.1.          Definitions.  When used in this Agreement, the following words and phrases shall have the respective meanings specified in this Article 1 or in the section referred to unless a different meaning is clearly required by the context:

Act means the Delaware Limited Liability Company Act, as amended from time to time, or any corresponding provision or provisions of succeeding law.

Agreement means this limited liability company agreement as originally executed and as amended from time to time.

Certificate of Formation means the Certificate of Formation of the Company filed with the Secretary of State of Delaware, as amended from time to time.

Company means the limited liability company formed pursuant to the Certificate of Formation.

Company Property means all real and personal property from time to time owned by the Company.

Managers means, initially, R. Dale Ross and Bruce D. Broussard, and thereafter, those Persons who are designated as managers of the Company pursuant to this Agreement.

Member means AOR Management Company of Pennsylvania, Inc., a Delaware corporation.

Person means a natural person, partnership (whether general or limited and whether domestic or foreign), limited liability company, foreign limited liability company, trust, estate, association, corporation, custodian, nominee or any other individual or entity in its own or any representative capacity.

Senior Officers means the Chairman (if the office of Chairman is filled) and the President.

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1.2.         Terms Defined in Act. Terms defined in the Act and used in this Agreement shall have the meanings provided in the Act unless otherwise defined in this Agreement or unless the context otherwise requires.

1.3.         Words of Inclusion. When used in this Agreement, the word “including” shall mean “including without limitation.”

1.4.         Section and Article References. References in this Agreement to specific sections and articles refer to sections and articles of this Agreement unless otherwise stated.

ARTICLE 2.

ORGANIZATION

2.1.         Formation of Limited Liability Company. The Company has been formed as a Delaware limited liability company pursuant to the Act, effective upon the filing of the Certificate of Formation with the Secretary of State of Delaware.  Except as provided to the contrary in this Agreement, the management of the affairs of the Company and the rights and obligations of the Member shall be governed by the provisions of the Act.

2.2.         Name.  Thename of the Company is Michigan Pharmaceutical Services, LLC. The Managers may adopt one or more fictitious names for use by the Company from time to time, and shall make all filings required under applicable law in connection with any change in the name of the Company or the adoption or use of any fictitious name by the Company.

2.3.         Purposes; Powers. The purpose of the Company shall be to transact any or all lawful business for which limited liability companies may be formed under the Act.   The Company shall have the power to do everything necessary, advisable, proper or convenient for the accomplishment of its purpose, subject to the provisions of this Agreement and applicable law.

2.4.         Term. The Company commenced effective upon the filing of the Certificate of Formation with the Secretary of State of Delaware, and shall continue in existence until terminated as provided in this Agreement.

2.5.         Principal Office.  The principal office of the Company where records are to be kept or made available shall be at 16825 Northchase Drive, Suite 1300, Houston, Texas 77060. The Managers may change the principal place of business of the Company from time to time and may establish, maintain and abandon one or more additional places of business of the Company.

2.6.         Registered Office and Registered Agent.  The Company shall have and continuously maintain in the State of Delaware:

(a)           A registered office which may be, but need not be, the same as its place of business; and

(b)          A registered agent who has a business office identical with such registered office and who is either (i) an individual resident of the State of Delaware, or (ii) a domestic corporation, or a domestic limited partnership, or a domestic limited liability

2

company, or a domestic business trust, or a foreign corporation, or a foreign limited partnership, or a foreign limited liability company authorized to do business in the State of Delaware.

The address of the initial registered office of the Company and the name of the Company’s initial registered agent are set forth in the Certificate of Formation. The Managers may change the registered office and the registered agent of the Company from time to time.

2.7.          Other Documents and Acts. The Member shall execute and deliver such additional documents and perform such additional acts consistent with the terms of this Agreement as may be necessary to comply with the requirements of law for the formation, qualification, and operation of a limited liability company in the State of Delaware and in each jurisdiction in which the Company shall conduct business.

ARTICLE 3.

SINGLE MEMBER LIMITED LIABILITY COMPANY

3.1.         Initial Member.   The initial Member of the Company is AOR Management Company of Pennsylvania, Inc., which is admitted to the Company contemporaneously with its execution of this Agreement and the making of its initial capital contribution.   The initial Member’s address is 16825 Northchase Drive, Suite 1300, Houston, Texas 77060.

3.2.         No Additional Members. The Company is intended to be a single member limited liability company. No additional Persons may be admitted to the Company as members unless and until this Agreement has been amended to provide for additional members.

3.3.         Liability to Third Parties. Except as otherwise provided by the Act, the Member shall not be obligated personally for any debt, obligation or liability of the Company, whether arising in contract, tort or otherwise, solely by reason of being a member of the Company.

3.4.         Liability to Company.   Neither the Member nor any of its officers, directors, employees or agents, shall be liable, responsible or accountable to the Company in damages or otherwise for any act or omission of the Member or any of its officers, directors, employees or agents in connection with acts carried out on behalf of the Company SPECIFICALLY INCLUDING THE MEMBER’S OR ANY OF ITS OFFICER’S, DIRECTOR’S, EMPLOYEE’S OR AGENT’S SOLE, PARTIAL OR CONCURRENT NEGLIGENCE, provided the Member or any of its officers, directors, employees or agents shall be liable for any material breach of any obligation under this Agreement or for fraud, willful misconduct or gross negligence committed toward the Company.

3.5.         Indemnification.    The Company shall and does hereby indemnify and hold harmless the Member and each of its officers, directors, employees and agents from any loss, damage, claim or liability, including reasonable attorneys’ fees and expenses, that they may incur by reason of any act, or failure to act, performed on behalf of the Company in the furtherance of the Company’s interests to the fullest extent permitted by the Act; provided in no event shall the Company indemnify the Member or its officers, directors, employees or agents for any act or performance which is a material breach of any obligation under this Agreement or the Member’s or its officer’s, director’s, employee’s or agent’s respective act of fraud, willful misconduct or

3

gross negligence. It is the express intent of this Section 3.05 to provide an indemnity to the Member and its officers, directors, employees and agents for their acts or omissions of negligence or comparative negligence or contributory negligence or similar liability SPECIFICALLY INCLUDING THE INDEMNIFIED PERSON’S SOLE, PARTIAL OR CONCURRENT NEGLIGENCE.

3.6.           Independent Activities. The Member may, notwithstanding this Agreement, engage in whatever activities it chooses, whether the same are competitive with the Company or otherwise, without having or incurring any obligation to offer any interest in such activities to the Company.

ARTICLE 4.

CAPITAL; DISTRIBUTIONS

4.1.         Initial Contributions. The Member has made an initial contribution to the capital of the Company of $1,000.00 in cash.

4.2.         Additional Funds.  Any additional funds required by the Company to meet its cash requirements may be provided by capital contributions from the Member or borrowed by the Company on terms and conditions and from one or more Persons as the Company deems appropriate. The Member shall not have any obligation to advance (either as a loan or a capital contribution) any additional funds to the Company. Nothing in this Section 4.02 is intended or will be deemed to benefit any creditor of the Company, and no creditor of the Company will be entitled to require the Company to solicit or accept any loan or additional capital contribution for the Company or to enforce any right which the Company may have against the Member under this Agreement or otherwise.

4.3.         Limited Liability of Member. Without limiting the generality of Section 4.02, the Member shall not be obligated to make any capital contribution to the Company, or otherwise to provide funds to the Company.

4.4.         Loans.   The Member may, but shall not be obligated to, loan funds to the Company at an interest rate and upon terms determined by the Company and the Managers. Loans by the Member to the Company shall not be considered contributions to the capital of the Company, and as to any funds so loaned, the Member shall be deemed a creditor of the Company and shall be entitled to be paid principal and interest thereon without regard to the profits of the Company.

4.5.         Distributions. Distributions from the Company to the Member shall be made at such times and in such amounts as may be determined by the Managers.

ARTICLE 5.

MANAGEMENT

5.1.         General Powers of Managers. Management of the Company is vested in the Managers. The powers of the Company shall be exercised by or under the authority of, and the business and affairs of the Company shall be managed under the direction of the Managers, subject to limitations imposed by law, the Certificate of Formation, or this Agreement.

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5.2.         Limitations on Power and Authority of Managers.  Without the consent of the Member, the Managers shall not have the right or power to do any of the following:

(a)          Engage in any act in contravention of this Agreement.

(b)          Engage in any act which would make it impossible to carry on the ordinary business of the Company.

(c)          Confess a judgment against the Company.

(d)          Possess Company Property or assign the Company’s rights in specific Company Property for other than a Company purpose.

(e)          Cause the Company to be merged with one or more domestic or foreign limited liability companies or any other business entity, or to convert into another form of business entity, or to enter into an agreement to do any of the foregoing.

(f)           Authorize the Company to sell all or substantially all of its assets.

(g)          Amend the Certificate of Formation.

(h)          Change the status of the Company from one in which management is vested in the Managers to one in which management is reserved to the Members.

(i)           Assign all or any part of the Company Property in trust for creditors or on the assignee’s promise to pay the debts of the Company.

(j)           Submit a claim or liability of the Company to arbitration or reference.

(k)          Make, execute or deliver for the Company any bond, mortgage, deed of trust, guaranty, indemnity bond, surety bond, or accommodation paper or accommodation endorsement.

(1)          Borrow money in the Company’s name, lend money on behalf of the Company, or use the Company Property as collateral.

(m)         Assign, transfer, pledge, compromise or release any claim of or debt owing to the Company except upon payment in full.

(n)         Do any of the acts for which the consent of the Member is required by other sections of this Agreement without first obtaining such consent.

5.3.         Number; Qualifications.   The number of Managers is two (2) until otherwise changed pursuant to this Agreement. Managers need not be residents of any particular state, but must be individuals.

5.4.         Designation of Managers. The Managers shall be designated by the Member in writing from time to time. Each Manager shall hold office until his successor shall have been duly designated and shall have qualified or until his death or until his resignation or his removal

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from office in the manner hereinafter provided, R. Dale Ross and Bruce D. Broussard are named by the Member as the initial Managers of the Company.

5.5.         Change in Number.  The number of Managers may be increased or decreased from time to time by written resolution of the Member. The designation in writing of a lesser or greater number of Managers than the number fixed in this Agreement or last fixed by resolution of the Member shall be deemed to decrease or increase automatically the number of Managers to the number designated.

5.6.         Removal. All the Managers, or any individual Manager, may be removed from office, with or without cause and without notice or hearing, by the Member. Written notice of the removal of a Manager shall be delivered personally or by certified mail directly to such Manager’s last known address.

5.7.         Resignation.   Any Manager may resign at any time by giving oral or written notice to the Managers or to a Senior Officer or to the Secretary. Unless otherwise specified in the notice, the resignation shall take effect upon receipt thereof and acceptance of the resignation shall not be necessary to make it effective.

5.8.         Vacancies.    Any vacancy occurring in the Managers may be filled by the Member.

5.9.         Annual Meetings. The annual meeting of the Managers shall be held during the month of April of each year on such day and at such time as shall be specified in written notice thereof given by the Member. At such meeting, the Managers shall appoint the officers of the Company and may transact any other business as may lawfully come before the meeting. In the event that the annual meeting is not held within such month, the Managers shall prescribe the date and time for the annual meeting to be held as soon thereafter as practicable, and any business transacted or elections held at such meeting shall be valid as if transacted or held during such month.

5.10.       Regular Meetings. The Managers may provide by resolution the time and place for the holding of additional regular meetings without other notice than that provided by the adoption of such resolution.

5.11.       Special Meetings. Special meetings of the Managers may be called by or at the request of a Senior Officer or any of the Managers. The person or persons authorized to call special meetings of the Managers may fix the place for holding any special meetings of the Managers called by them.

5.12.       Place of Meetings. Meetings of the Managers, annual, regular or special, may be held within or without the State of Delaware.

5.13.       Notice of Meetings.   Regular meetings of the Managers may be held without notice as provided in this Agreement. Notice of any annual or special meeting of the Managers shall be given no less than five (5) days prior to the meeting by written notice delivered personally or mailed to each Manager at his business or residence address, or by telegram. The attendance of a Manager at a meeting shall constitute a waiver of notice of such meeting, except

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when a Manager attends a meeting for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened. Neither the business to be transacted at, nor the purpose of, any meeting of the Managers need be specified in the notice or waiver of notice of such meeting.

5.14.       Quorum. A majority of the number of Managers fixed in accordance with this Agreement shall constitute a quorum for the transaction of business at any meeting of the Managers, but if less than such majority is present at a meeting, a majority of the Managers present may adjourn the meeting from time to time without notice, other than announcement at the meeting, until a quorum is present.

5.15.       Manner of Acting. The act of the majority of the Managers shall be the act of the Managers unless the act of a greater number is required by law or by the Certificate of Formation or by this Agreement.  Any reference in this Agreement to any action taken by the Managers shall mean the act of the majority of the Managers.

5.16.       Order of Business. The suggested order of business at meetings of the Managers shall be as follows:

(a)          Call to order.

(b)          Presentation of proof of due notice of the meeting, if required by this Agreement (or waiver thereof).

(c)          Announcement of a quorum.

(d)          Reading (or waiver thereof) and approval of minutes of previous meeting.

(e)          Announcements.

(f)           Reports of officers.

(g)          Unfinished business.

(h)          New business (including, if applicable, election of officers and declaration of distributions).

(i)           Adjournment.

5.17.       Compensation.  By resolution of the Managers, each Manager may be paid his expenses, if any, of attendance at each meeting of the Managers, and may be paid a fixed sum for attendance at each meeting of the Managers or a stated salary as Manager. No such payment shall preclude any Manager from serving the Company in any other capacity and receiving compensation therefor.

5.18.       Liability to Third Parties. Except as otherwise provided by the Act, no Manager shall be obligated personally for any debt, obligation or liability of the Company, whether arising in contract, tort or otherwise, solely by reason of acting as a manager of the Company.

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5.19.      Indemnification. The Company shall and does hereby indemnify and hold harmless each Manager from any loss, damage, claim or liability, including reasonable attorneys’ fees and expenses, that he may incur by reason of any act, or failure to act, performed on behalf of the Company in the furtherance of the Company’s interests to the fullest extent permitted by the Act; provided in no event shall the Company indemnify a Manager for any act or performance which is a material breach of any obligation under this Agreement or the Manager’s act of fraud, willful misconduct or gross negligence. It is the express intent of this Section 5.18 to provide an indemnity to each Manager for his acts or omissions of negligence or comparative negligence or contributory negligence or similar liability SPECIFICALLY INCLUDING THE INDEMNIFIED PERSON’S SOLE, PARTIAL OR CONCURRENT NEGLIGENCE.

5.20.      Independent Activities. A Manager may, notwithstanding this Agreement, engage in whatever activities he chooses, whether the same are competitive with the Company or otherwise, without having or incurring any obligation to offer any interest in such activities to the Company.

ARTICLE 6.

OFFICERS

6.1.        Number. The officers of the Company shall be a president and a secretary, each of whom shall be appointed by the Managers. The Managers may appoint, at their option, a chairman, one or more vice presidents (the number thereof to be determined by the Managers), a treasurer, and such other officers and assistant officers as may be deemed appropriate. Any two (2) or more offices may be held by the same individual.

6.2.        Authority. All officers and agents of the Company shall have full authority to perform such duties in the management of the Company as may be provided in this Agreement, or as may be determined by the Managers not inconsistent with this Agreement. All officers and agents of the Company are subject in all matters to the supervisory control of the Managers and only the Managers have authority to make policy decisions on behalf of the Company.

6.3.        Appointment and Term of Office. Officers shall be appointed by the Managers at the annual meeting of the Managers. If the appointment of officers shall not occur at such meeting, such appointment shall occur as soon thereafter as is convenient. Each officer shall hold office until his successor shall have been duly appointed and shall have qualified or until his death or until his resignation or his removal from office in the manner hereinafter provided.

6.4.        Removal. Any officer or agent appointed by the Managers may be removed, with or without cause and without notice or hearing, by the Managers whenever in the Managers’ judgment the best interest of the Company will be served thereby.   Such removal shall be without prejudice to the contract rights, if any, of the person so removed.  Appointment of an officer shall not of itself create any contractual rights. Written notice of the removal of an officer or agent shall be delivered personally or by certified mail directly to such officer’s or agent’s last known address.

6.5.        Resignation. Any officer may resign at any time by giving oral or written notice to the Managers or to a Senior Officer or to the Secretary.   Unless otherwise specified in the

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notice, the resignation shall take effect upon receipt thereof and acceptance of such resignation shall not be necessary to make it effective.

6.6.         Vacancies.   A vacancy in any office because of death, resignation, removal, disqualification or otherwise, may be filled by the Managers for the unexpired portion of the term.

6.7.         Chairman. The Chairman, if one is appointed by the Managers, shall be the chief executive officer of the Company, shall have general control of the business and affairs of the Company, shall see that all orders and decisions of the Managers are carried into effect, and shall perform such other duties and have such other authority and powers as the Managers may from time to time prescribe.

6.8.         President. Subject to such supervisory powers, if any, as may be given by the Managers to the Chairman, the President shall have general and active management and control of the business and affairs of the Company, and shall have such other powers and duties as may be prescribed by the Managers or this Agreement.  If no Chairman has been elected, the President shall be the chief executive officer. Within this authority and in the course of his duties, the President shall:

(a)           have all the powers and functions of the Chairman during his absence, disability, or refusal to act, or in the absence of the establishment of such an office by the Managers;

(b)          have all the powers and functions of the Treasurer in the absence of the establishment of such an office by the Managers;

(c)           when authorized by the Managers or required by law, execute, in the name of the Company, deeds, conveyances, notices, leases, checks, drafts, bills of exchange, warrants, promissory notes, bonds, debentures, contracts, and other papers and instruments in writing and, unless the Managers shall order otherwise, make such contracts as the ordinary conduct of the Company’s business may require;

(d)          appoint and remove, employ and discharge, and prescribe the duties and fix the compensation of all agents, employees, and clerks of the Company other than the duly appointed officers, subject to the approval of the Managers, and supervise, subject to the direction of the Managers, all of the officers, agents, and employees of the Company; and

(e)           unless otherwise directed by the Managers, attend all meetings of the owners of any domestic or foreign limited liability company or other entity in which the Company holds an ownership interest, and act and vote on behalf of the Company at those meetings, either in person or by substitute appointed by the President.

6.9.         Vice Presidents. In the absence of the President or in the event of his death, inability or refusal to act, the Vice President (or in the event there be more than one Vice President, the Vice Presidents in the order designated at the time of their election, or in the absence of any designation, then in the order of their election), if one (or more) is appointed by

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the Managers, shall perform the duties of the President, and when so acting, shall have all the powers of and be subject to all the restrictions upon the President. Any Vice President shall perform such other duties as from time to time may be assigned to him by a Senior Officer or by the Managers.

6.10.       Secretary. TheSecretary shall:

(a)           keep at the principal office of the Company, or such other place as the Managers may order, the minute book of the Company;

(b)          keep the originals or copies of all records required to be kept and maintained pursuant to the Act;

(c)           assure that all notices are duly given in accordance with the provisions of this Agreement or as required by law;

(d)          be custodian of the Company’s records;

(e)          perform any and all other duties described in this Agreement;

(f)           assure that the books, reports, statements, certificates and all other documents and records required by law are properly kept and filed; and

(g)          in general perform all duties as from time to time may be assigned to him by a Senior Officer or by the Managers.

6.11.       Treasurer. The Treasurer, if one is appointed by the Managers, shall:

(a)           have charge and custody of and be responsible for all funds and securities of the Company;

(b)          keep full and accurate accounts of receipts and disbursements in the Company’s books;

(c)           deposit all money and other valuables in the name and to the credit of the Company in such depositories as may be designated by the Managers;

(d)          disburse the finds of the Company as may be ordered or authorized by the Managers and preserve proper vouchers for such disbursements;

(e)           render to the Senior Officers and the Managers whenever any one or more of the Senior Officers or the Managers requires it, an account of all his transactions as Treasurer and of the financial condition of the Company;

(f)           render a full financial report following the close of the Company’s fiscal year;

(g)          be furnished by all officers and agents, at his request, such reports and statements as he may require as to all financial transactions of the Company; and

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(h)          in general, perform all of the duties as from time to time may be assigned to him by a Senior Officer or the Managers.

If required by the Managers, the Treasurer shall give a bond for the faithful discharge of his duties in such sum and with such surety or sureties as the Managers shall determine.

6.12.       Assistant Secretaries.  The assistant secretaries, in general, shall perform such duties as shall be assigned to them by the Secretary or by a Senior Officer or by the Managers.

6.13.       Assistant Treasurers. The assistant treasurers shall, if required by the Managers, give bonds for the faithful discharge of their duties in such sums and with such sureties as the Managers shall determine. The assistant treasurers, in general, shall perform such duties as shall be assigned to them by the Treasurer or by a Senior Officer or by the Managers.

6.14.       Compensation. The compensation of the officers shall be fixed from time to time by the Managers.

6.15.       Sureties and Bonds.   The Managers may require any officer or agent of the Company to execute in favor of the Company a bond, in such sum and with such surety or sureties as the Managers may direct, conditioned upon the faithful performance of his duties to the Company and including responsibility for negligence and for the accounting for all property, funds or securities of the Company which may come into his hands.

ARTICLE 7.

COMPANY PROPERTY

7.1.         Ownership of Company Property. All Company Property shall be deemed owned by the Company as an entity, and the Managers shall not, individually, have any ownership interest in the Company Property. All Company Property shall be held and conveyed in the name of the Company, unless the Managers determines that the Company Property should be acquired and conveyed in the name of one or more Person or Persons as nominee for the Company.

7.2.         Nominees. In the event the Managers determine that the Company Property should be held in the name of a nominee, the Company and the nominee shall place a written declaration of trust in the Company’s books and records acknowledging the nominee’s capacity and the Company as the true owner of the Company Property. In the event the Member acts as a nominee for Company Property, the Member shall not have an interest in the Company Property held by the Member as nominee nor be liable for any Company debt in excess of that attributable to the Member’s limited liability company interest.

ARTICLE 8.

DISSOLUTION

8.1.        Dissolution. The Company shall be dissolved upon the decision of the Member to dissolve the Company. No other event, including an event described in Section 18-801 of the Act, will cause the Company to dissolve.

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8.2.         Liquidation and Termination. On dissolution of the Company, the Managers shall act as liquidator or shall appoint one or more Person or Persons as liquidator.  The liquidator shall proceed diligently to wind up the affairs of the Company and make final distributions as provided herein and in the Act. The costs of liquidation shall be borne as a Company expense. Until final distribution, the liquidator shall continue to operate the Company Propertywith all of the power and authority of the Member. All distributions in kind (if any) to the Member shall be made subject to the liability of the Member for costs, expenses, and liabilities theretofore incurred or for which the Company has committed prior to the date of termination and those costs, expenses and liabilities shall be allocated to the Member. The distribution of cash and/or property to the Member in accordance with the provisions of this Section 8.02 constitutes a complete return to the Member of its capital contributions and a complete distribution to the Member of its limited liability company interest in all the Company’s Property.

8.3.         Certificate of Cancellation. On completion of the distribution of theCompany’s assets as provided herein, the Company is terminated and the Member (or such other Person or Persons as the Act may require or permit) shall file a Certificate of Cancellation with the Secretary of Delaware, cancel any other filings made pursuant to Section 2.07, and take such other actions as may be necessary to terminate the Company.

ARTICLE 9.

GENERAL PROVISIONS

9.1.         Books and Records. The Company shall keep and maintain, at the expense of the Company, such records that the Company is required to maintain under the Act. Such records shall be kept and maintained, or made available, at the principal office of the Company as required by the Act.

9.2.         Invalid Provision. The provisions set forth in this Agreement are severable, and the invalidity or unenforceability of any particular provision of this Agreement shall not affect the other provisions hereof, and this Agreement shall be construed in all respects as if such invalid or unenforceable provisions were omitted and, in lieu of each invalid or unenforceable provision, there will be added automatically as a part of this Agreement a provision as similar in terms to the invalid or unenforceable provision as may be possible and be valid and enforceable.

9.3.         Counterparts.  While this Agreement may be executed in multiple counterparts, each fully executed copy shall, for all purposes, be deemed to be the original, but all of such executed counterparts shall be deemed to constitute but one and the same agreement.

9.4.         Table of Contents; Captions. The table of contents and the titles of the articles and sections in this Agreement have been inserted as a matter of convenience of reference only and do not affect the meaning of or construction of any of the terms or provisions in this Agreement.

9.5.         Successors and Assigns.  The provisions of this Agreement shall be binding on and inure to the benefit of the Member, and its successors, and assigns.

9.6.         Waiver.    No failure by the Member or the Company to insist upon strict performance of any covenant, duty, agreement, or condition of this Agreement or to exercise any

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right or remedy as a result of a breach thereof shall constitute a waiver of such breach or by any covenant, duty, agreement, or condition.

9.7.         Number and Gender. Whenever the context so requires, all words used in this Agreement in any gender will be deemed to include the masculine, feminine, and neuter gender, and all singular words will include the plural and all plural words will include the singular.

9.8.         Checks and Drafts. All checks, drafts or other orders for the payment of money, notes or other evidences of indebtedness issued in the name of the Company, shall be signed by such agent or agents of the Company and in such manner as shall from time to time be determined by the Managers.

9.9.         Notices. All notices given under this Agreement shall be deemed to have been given or made (a) if delivered in person, upon actual receipt, (b) if mailed, three (3) days after deposit in the United States mail, certified mail, return receipt requested, postage prepaid, (c) if delivered by overnight delivery service or by telegraph or cable, the day after delivery to the overnight delivery service, the telegraph company or the cable company, or (d) if sent by telex or facsimile to a telex or facsimile machine owned or operated by a party, when so sent. Notwithstanding the foregoing, notices of change of address shall become effective only upon actual receipt.

9.10.       Governing, Law; Severability. THIS AGREEMENT IS GOVERNED BY AND SHALL BE CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF DELAWARE, EXCLUDING ANY CONFLICT-OF-LAWS RULE OR PRINCIPLE THAT MIGHT REFER THE GOVERNANCE OF THE CONSTRUCTION OF THIS AGREEMENT TO THE LAW OF ANOTHER JURISDICTION. In the event of a direct conflict between the provisions of this Agreement and (a) any provision of the Certificate of Formation, or (b) any mandatory provision of the Act, the applicable provision of the Certificate of Formation or the Act shall control.

9.11.      Notice to Member of Provisions of this Agreement. By executing this Agreement, the Member acknowledges that it has actual notice of (a) all of the provisions of this Agreement, and (b) all of the provisions of the Certificate of Formation. The Member hereby agrees that this Agreement constitutes adequate notice of all such provisions, and the Member hereby waives any requirement that any further notice thereunder be given.

9.12.      Entire Agreement.   This Agreement constitutes the entire agreement of the Member relating to the Company and supersedes all prior contracts or agreements with respect to the Company, whether oral or written.

9.13.       Amendment of Agreement. This Agreement may be altered, amended or repealed and a new Agreement entered into exclusively by the Member.

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EXECUTED effective as of the Effective Date.

MEMBER
AOR Management Company of Pennsylvania,
Inc.
By:	/s/ Phillip H. Watts
	Phillip H. Watts,
	Vice President

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EX-3.29(A)

Exhibit 3.29(a)

STATE OF DELAWARE

SECRETARY OF STATE

DIVISION OF CORPORATIONS

FILED 03:00 PM 06/05/2002

020361083 – 3533153

CERTIFICATE OF FORMATION

OF

NEBRASKA PHARMACEUTICAL SERVICES, LLC

The undersigned natural person of the age of eighteen (18) years or more, being an authorized person under the Delaware Limited Liability Company Act, hereby executes this Certificate of Formation.

1.             NAME.  The name of the limited liability company is Nebraska Pharmaceutical Services, LLC.

2.             REGISTERED OFFICE.        The address of the limited liability company’s registered office is 1209 Orange Street, Wilmington, Delaware 19801.

3.             REGISTERED  AGENT.       The name and address of the limited liability company’s registered agent is the Corporation Trust Company, 1209 Orange Street, Wilmington, Delaware 19801.

IN WITNESS WHEREOF, the undersigned has executed this Certificate of Formation of Nebraska Pharmaceutical Services, LLC this 5th day of June, 2002.

By:	/s/ Phillip H. Watts
	Phillip H. Watts
	Authorized Person

EX-3.29(B)

Exhibit 3.29(b)

LIMITED LIABILITY COMPANY AGREEMENT

OF

NEBRASKA PHARMACEUTICAL SERVICES, LLC
A Delaware Limited Liability Company

TABLE OF CONTENTS

ARTICLE 1.	DEFINITIONS
1.1.	Definitions
1.2.	Terms Defined in Act
1.3.	Words of Inclusion
1.4.	Section and Article References
2.1.	Formation of Limited Liability Company
2.2.	Name
2.3.	Purposes; Powers
2.4.	Term
2.5.	Principal Office
2.6.	Regional Office and Registered Agent
2.7.	Other Documents and Acts
ARTICLE 3.	SINGLE MEMBER LIMITED LIABILITY COMPANY
3.1.	Initial Member
3.2.	No Additional Members
3.3.	Liability to Third Parties
3.4.	Liability to Company
3.5.	Indemnification
3.6.	Independent Activities
ARTICLE 4.	CAPITAL; DISTRIBUTIONS
4.1.	Initial Contributions
4.2.	Additional Funds
4.3.	Limited Liability of Member
4.4.	Loans
4.5.	Distributions
ARTICLE 5.	MANAGEMENT
5.1.	General Powers of Managers
5.2.	Limitations on Power and Authority of Managers
5.3.	Number; Qualifications
5.4.	Designation of Managers
5.5.	Change in Number
5.6.	Removal
5.7.	Resignation
5.8.	Vacancies
5.9.	Annual Meetings
5.10.	Regular Meetings
5.11.	Special Meetings
5.12.	Place of Meetings
5.13.	Notice of Meetings
5.14.	Quorum
5.15.	Manner of Acting

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5.16.	Order of Business
5.17.	Compensation
5.18.	Liability to Third Parties
5.19.	Indemnification
5.20.	Independent Activities
ARTICLE 6.	OFFICERS
6.1.	Number
6.2.	Authority
6.3.	Appointment and Term of Office
6.4.	Removal
6.5.	Resignation
6.6.	Vacancies
6.7.	Chairman
6.8.	President
6.9.	Vice Presidents
6.10.	Secretary
6.11.	Treasurer
6.12.	Assistant Secretaries
6.13.	Assistant Treasurers
6.14.	Compensation
6.15.	Sureties and Bonds
ARTICLE 7.	COMPANY PROPERTY
7.1.	Ownership of Company Property
7.2.	Nominees
ARTICLE 8.	DISSOLUTION
8.1.	Dissolution
8.2.	Liquidation and Termination
8.3.	Certificate of Cancellation
ARTICLE 9.	GENERAL PROVISIONS
9.1.	Books and Records
9.2.	Invalid Provision
9.3.	Counterparts
9.4.	Table of Contents; Captions
9.5.	Successors and Assigns
9.6.	Waiver
9.7.	Number and Gender
9.8.	Checks and Drafts
9.9.	Notices
9.10.	Governing, Law; Severability
9.11.	Notice to Member of Provisions of this Agreement
9.12.	Entire Agreement
9.13.	Amendment of Agreement

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LIMITED LIABILITY COMPANY AGREEMENT

OF

NEBRASKA PHARMACEUTICAL SERVICES, LLC

A Delaware Limited Liability Company

THIS LIMITED LIABILITY COMPANY AGREEMENT OF NEBRASKA PHARMACEUTICAL SERVICES, LLC dated as of June 5, 2002 (the “Effective Date”), is entered into by AOR Management Company of Missouri, Inc., a Delaware corporation, as the sole Member of the Company.

ARTICLE 1.

DEFINITIONS

1.1           Definitions.  When used in this Agreement, the following words and phrases shall have the respective meanings specified in this Article 1 or in the section referred to unless a different meaning is clearly required by the context:

Act means the Delaware Limited Liability Company Act, as amended from time to time, or any corresponding provision or provisions of succeeding law.

Agreement means this limited liability company agreement as originally executed and as amended from time to time.

Certificate of Formation means the Certificate of Formation of the Company filed with the Secretary of State of Delaware, as amended from time to time.

Company means the limited liability company formed pursuant to the Certificate of Formation.

Company Property means all real and personal property from time to time owned by the Company.

Managers means, initially, R. Dale Ross and Bruce D. Broussard, and thereafter, those Persons who are designated as managers of the Company pursuant to this Agreement.

Member means AOR Management Company of Missouri, Inc., a Delaware corporation.

Person means a natural person, partnership (whether general or limited and whether domestic or foreign), limited liability company, foreign limited liability company, trust, estate, association, corporation, custodian, nominee or any other individual or entity in its own or any representative capacity.

Senior Officers means the Chairman (if the office of Chairman is filled) and the President.

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1.2.          Terms Defined in Act. Terms defined in the Act and used in this Agreement shall have the meanings provided in the Act unless otherwise defined in this Agreement or unless the context otherwise requires.

1.3.          Words of Inclusion. When used in this Agreement, the word “including” shall mean “including without limitation.”

1.4.          Section and Article References. References in this Agreement to specific sections and articles refer to sections and articles of this Agreement unless otherwise stated.

ARTICLE 2.

ORGANIZATION

2.1.          Formation of Limited Liability Company. The Company has been formed as a Delaware limited liability company pursuant to the Act, effective upon the filing of the Certificate of Formation with the Secretary of State of Delaware. Except as provided to the contrary in this Agreement, the management of the affairs of the Company and the rights and obligations of the Member shall be governed by the provisions of the Act.

2.2.          Name. The name of the Company is Nebraska Pharmaceutical Services, LLC. The Managers may adopt one or more fictitious names for use by the Company from time to time, and shall make all filings required under applicable law in connection with any change in the name of the Company or the adoption or use of any fictitious name by the Company.

2.3.          Purposes; Powers. The purpose of the Company shall be to transact any or all lawful business for which limited liability companies may be formed under the Act. The Company shall have the power to do everything necessary, advisable, proper or convenient for the accomplishment of its purpose, subject to the provisions of this Agreement and applicable law.

2.4.          Term. The Company commenced effective upon the filing of the Certificate of Formation with the Secretary of State of Delaware, and shall continue in existence until terminated as provided in this Agreement.

2.5.          Principal Office. The principal office of the Company where records are to be kept or made available shall be at 16825 Northchase Drive, Suite 1300, Houston, Texas 77060. The Managers may change the principal place of business of the Company from time to time and may establish, maintain and abandon one or more additional places of business of the Company.

2.6.          Registered Office and Registered Agent. The Company shall have and continuously maintain in the State of Delaware:

(a)A registered office which may be, but need not be, the same as its place of business; and

(b)           A registered agent who has a business office identical with such registered office and who is either (i) an individual resident of the State of Delaware, or (ii) a domestic corporation, or a domestic limited partnership, or a domestic limited liability

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Company, or a domestic business trust, or a foreign corporation, or a foreign limited partnership, or a foreign limited liability company authorized to do business in the State of Delaware.

The address of the initial registered office of the Company and the name of the Company’s initial registered agent are set forth in the Certificate of Formation. The Managers may change the registered office and the registered agent of the Company from time to time.

2.7.          Other Documents and Acts. The Member shall execute and deliver such additional documents and perform such additional acts consistent with the terms of this Agreement as may be necessary to comply with the requirements of law for the formation, qualification, and operation of a limited liability company in the State of Delaware and in each jurisdiction in which the Company shall conduct business.

ARTICLE 3.

SINGLE MEMBER LIMITED LIABILITY COMPANY

3.1.          Initial Member. The initial Member of the Company is AOR Management Company of Missouri, Inc., which is admitted to the Company contemporaneously with its execution of this Agreement and the making of its initial capital contribution. The initial Member’s address is 16825 Northchase Drive, Suite 1300, Houston, Texas 77060.

3.2.          No Additional Members. The Company is intended to be a single member limited liability company. No additional Persons may be admitted to the Company as members unless and until this Agreement has been amended to provide for additional members.

3.3.          Liability to Third Parties. Except as otherwise provided by the Act, the Member shall not be obligated personally for any debt, obligation or liability of the Company, whether arising in contract, tort or otherwise, solely by reason of being a member of the Company.

3.4.          Liability to Company. Neither the Member nor any of its officers, directors, employees or agents, shall be liable, responsible or accountable to the Company in damages or otherwise for any act or omission of the Member or any of its officers, directors, employees or agents in connection with acts carried out on behalf of the Company SPECIFICALLY INCLUDING THE MEMBER’S OR ANY OF ITS OFFICER’S, DIRECTOR’S, EMPLOYEE’S OR AGENT’S SOLE, PARTIAL OR CONCURRENT NEGLIGENCE, provided the Member or any of its officers, directors, employees or agents shall be liable for any material breach of any obligation under this Agreement or for fraud, willful misconduct or gross negligence committed toward the Company.

3.5.          Indemnification. The Company shall and does hereby indemnify and hold harmless the Member and each of its officers, directors, employees and agents from any loss, damage, claim or liability, including reasonable attorneys’ fees and expenses, that they may incur by reason of any act, or failure to act, performed on behalf of the Company in the furtherance of the Company’s interests to the fullest extent permitted by the Act; provided in no event shall the Company indemnify the Member or its officers, directors, employees or agents for any act or performance which is a material breach of any obligation under this Agreement or the Member’s or its officer’s, director’s, employee’s or agent’s respective act of fraud, willful misconduct or

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gross negligence.  It is the express intent of this Section 3.05 to provide an indemnity to the Member and its officers, directors, employees and agents for their acts or omissions of negligence of comparative negligence of contributory negligence or similar liability SPECIFICALLY INCLUDING THE INDEMNIFIED PERSON’S SOLE, PARTIAL OR CONCURRENT NEGLIGENCE.

3.6.          Independent Activities.  The Member may, notwithstanding this Agreement, engage in whatever activities it chooses, whether the same are competitive with the Company or otherwise, without having or incurring any obligation to offer any interest in such activities to the Company.

ARTICLE 4.

CAPITAL; DISTRIBUTIONS

4.1.          Initial Contributions. The Member has made an initial contribution to the capital of the Company of $1,000.00 in cash.

4.2.          Additional Funds. Any additional funds required by the Company to meet its cash requirements may be provided by capital contributions from the Member or borrowed by the Company on terms and conditions and from one or more Persons as the Company deems appropriate.  The Member shall not have any obligation to advance (either as a loan or a capital contribution) any additional funds to the Company.  Nothing in this Section 4.02 is intended or will be deemed to benefit any creditor of the Company, and no creditor of the Company will be entitled to require the Company to solicit or accept any loan or additional capital contribution for the Company or to enforce any right which the Company may have against the Member under this agreement or otherwise.

4.3.          Limited liability of Member. Without limiting the generality of Section 4.02, the Member shall not be obligated to make any capital contribution to the Company, or otherwise to provide funds to the Company.

4.4.          Loans. The Member may, but shall not be obligated to, loan funds to the Company at an interest rate and upon terms determined by the Company and the Managers.  Loans by the Member to the Company shall not be considered contributions to the capital of the Company, and as to any funds so loaned, the Member shall be deemed a creditor of the Company and shall be entitled to be paid principal and interest thereon without regard to the profits of the Company.

4.5.          Distributions. Distributions from the Company to the Member shall be made at such times and in such amounts as may be determined by the Managers.

ARTICLE 5.

MANAGEMENT

5.1.          General Powers of Managers. Management of the Company is vested in the Managers.  The powers of the Company shall be exercised by or under the authority of, and the business and affairs of the Company shall be managed under the direction of the Managers, subject to limitations imposed by law, the Certificate of Formation, or this Agreement.

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5.2           Limitations on Power and Authority of Managers.  Without the consent of the Member, the Managers shall not have the right or power to do any of the following:

(a)           Engage in any act in contravention of this Agreement.

(b)           Engage in any act which would make it impossible to carry on the ordinary business of the Company.

(c)           Confess a judgment against the Company.

(d)           Possess Company Property or assign the Company’s rights in specific Company Property for other than a Company purpose.

(e)           Cause the Company to be merged with one or more domestic or foreign limited liability companies or any other business entity, or to convert into another form of business entity, or to enter into an agreement to do any of the foregoing.

(f)            Authorize the Company to sell all or substantially all of its assets.

(g)           Amend the Certificate of Formation.

(h)           Change the status of the Company from one in which management is vested in the Managers to one in which management is reserved to the Members.

(i)            Assign all or any part of the Company Property in trust for creditors or on the assignee’s promise to pay the debts of the Company.

(j)            Submit a claim or liability of the Company to arbitration or reference.

(k)           Make, execute or deliver for the Company any bond, mortgage, deed of trust, guaranty, indemnity bond, surety bond, or accommodation paper or accommodation endorsement.

(l)            Borrow money in the Company’s name, lend money on behalf of the Company, or use the Company Property as collateral.

(m)          Assign, transfer, pledge compromise or release any claim of or debt owing to the Company except upon payment in full.

(n)           Do any of the acts for which the consent of the Members is required by other sections of this Agreement without first obtaining such consent.

5.3.          Number; Qualifications.  The number of Manager is two (2) until otherwise changed pursuant to this Agreement.  Managers need not be residents of any particular state, but must be individuals.

5.4.          Designation of Managers.  The Managers shall be designated by the Member in writing from time to time.  Each Manager shall hold office until his successor shall have been duly designated and shall have qualified or until his death or until his resignation or his removal

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from office in the manner hereinafter provided, R. Dale Ross and Bruce D. Broussard are named by the Member as the initial Managers of the Company.

5.5.          Change in Number.  The number of Managers may be increased or decreased from time to time by written resolution of the Member.  The designation in writing of a lesser or greater number of Managers than the number fixed to this Agreement or last fixed by resolution of the Member shall be deemed to decrease or increase automatically the number of Managers to the number designated.

5.6.          Removal.  All the Managers, or any individual Manager, may be removed from office, with or without cause and without notice or hearing by the Member.  Written notice of the removal of a Manager shall be delivered personally or by certified mail directly to such Manager’s last known address.

5.7.          Resignation.  Any Manager may resign at any time by giving oral or written notice to the Managers or to a Senior Officer or to the Secretary.  Unless otherwise specified in the notice, the resignation shall take effect upon receipt thereof and acceptance of the resignation shall not be necessary to make it effective.

5.8.Vacancies.  Any vacancy occurring in the Managers may be filled by the Member.

5.9.          Annual Meetings.  The annual meeting of the Managers shall be held during the month of April of each year on such day and at such time as shall be specified in written notice thereof given by the Member.  At such meeting, the Managers shall appoint the officers of the Company and may transact any other business as may lawfully come before the meeting.  In the event that the annual meeting is not held within such month, the Managers shall prescribe the date and time for the annual meeting to be held as soon thereafter as practicable, and any business transacted or elections held at such meeting shall be valid as if transacted or held during such month.

5.10.        Regular Meetings.  The Managers may provide by resolution the time and place for the holding of additional regular meetings without other notice than that provided by the adoption of such resolution.

5.11.        Special Meetings.  Special meetings of the Managers may be called by or at the request of a Senior Officer or any of the Managers.  The person or persons authorized to call special meetings of the Managers may fix the place for holding any special meetings of the Managers called by them.

5.12.        Place of Meetings.  Meetings of the Managers, annual, regular or special, may be held within or without the State of Delaware.

5.13.        Notice of Meetings.  Regular meetings of the Managers may be held without notice as provided in this Agreement.  Notice of any annual or special meeting of the Managers shall be given no less than five (5) days prior to the meeting by written notice delivered personally or mailed to each Manager at his business or residence address, or by telegram.  The attendance of a Manager at a meeting shall constitute a waiver of notice of such meeting, except

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when a Manager attends a meeting for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened.  Neither the business to be transacted at, nor the purpose of, any meeting of the Managers need be specified in the notice or waiver of notice of such meeting.

5.14.        Quorum.  A majority of the number of Managers fixed in accordance with this Agreement shall constitute a quorum for the transaction of business at any meeting of the Managers, but if less than such majority is present at a meeting, a majority of the Managers present may adjourn the meeting from time to time without notice, other than announcement at the meeting, until a quorum is present.

5.15.        Manner of Acting.  The act of the majority of the Managers shall be the act of the Managers unless the act of a greater number is required by law or by the Certificate of Formation or by this Agreement.  Any reference in this Agreement to any action taken by the Managers shall mean the act of the majority of the Managers.

5.16.        Order of Business.  The suggested order of business at meetings of the Managers shall be as follows:

(a)Call to order.

(b)           Presentation of proof of due notice of the meeting, if required by this Agreement (or waiver thereof).

(c)Announcement of a quorum.

(d)           Reading (or waiver thereof) and approval of minutes of previous meeting.

(e)Announcements.

(f)Reports of officers.

(g)Unfinished business.

(h)           New business (including, if applicable, election of officers and declaration of distributions).

(i)Adjournment.

5.17.        Compensation.  By resolution of the Managers, each Manager may be paid his expenses, if any, of attendance at each meeting of the Managers, and may be paid a fixed sum for attendance at each meeting of the Managers or a stated salary as Manager.  No such payment shall preclude any Manager from serving the Company in any other capacity and receiving compensation therefor.

5.18.        Liability to Third Parties.  Except as otherwise provided by the Act, no Manager shall be obligated personally for any debt, obligation or liability of the Company, whether arising in contract, tort or otherwise, solely by reason of acting as a manager of the Company.

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5.19.        Indemnification.  The Company shall and does hereby indemnify and hold harmless each Manager from any loss, damage, claim or liability, including reasonable attorneys’ fees and expenses, that he may incur by reason of any act, or failure to act, performed on behalf of the Company in the furtherance of the Company’s interests to the fullest extent permitted by the Act; provided in no event shall the Company indemnify a Manager for any act or performance which is a material breach of any obligation under this Agreement or the Manager’s act of fraud, willful misconduct or gross negligence.  It is the express intent of this Section 5.18 to provide an indemnity to each Manager for his acts or omissions of negligence or comparative negligence or contributory negligence or similar liability SPECIFICALLY INCLUDING THE INDEMNIFIED PERSON’S SOLE, PARTIAL OR CONCURRENT NEGLIGENCE.

5.20.        Independent Activities.  A Manager may, notwithstanding this Agreement, engage in whatever activities he chooses, whether the same are competitive with the Company or otherwise, without having or incurring any obligation to offer any interest in such activities to the Company.

ARTICLE 6.

OFFICERS

6.1.          Number.  The officers of the Company shall be a president and a secretary, each of whom shall be appointed by the Managers.  The Managers may appoint, at their option, a chairman, one or more vice presidents (the number thereof to be determined by the Managers), a treasurer, and such other officers and assistant officers as may be deemed appropriate.  Any two (2) or more offices may be held by the same individual.

6.2.          Authority.  All officers and agents of the Company shall have full authority to perform such duties in the management of the Company as may be provided in this Agreement, or as may be determined by the Managers not inconsistent with this Agreement.  All officers and agents of the Company are subject in all matters to the supervisory control of the Managers and only the Managers have authority to make policy decisions on behalf of the Company.

6.3.          Appointment and Term of Office.  Officers shall be appointed by the Managers at the annual meeting of the Managers.  If the appointment of officers shall not occur at such meeting, such appointment shall occur as soon thereafter as is convenient.  Each officer shall hold office until his successor shall have been duly appointed and shall have qualified or until his death or until his resignation or his removal from office in the manner hereinafter provided.

6.4.          Removal.  Any officer or agent appointed by the Managers may be removed, with or without cause and without notice or hearing, by the Managers whenever in the Managers’ judgment the best interest of the Company will be served thereby.  Such removal shall be without prejudice to the contract rights, if any, of the person so removed.  Appointment of any officer shall not of itself create any contractual rights.  Written notice of the removal of an officer or agent shall be delivered personally or by certified mail directly to such officer’s or agent’s last known address.

6.5.          Resignation.  Any officer may resign at any time by giving oral or written notice to the Managers or to a Senior Officer or to the Secretary.  Unless otherwise specified in the

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notice, the resignation shall take effect upon receipt thereof and acceptance of such resignation shall not be necessary to make it effective.

6.6.          Vacancies.  A vacancy in any office because of death, resignation, removal, disqualification or otherwise, may be filled by the Managers for the unexpired portion of the term.

6.7.          Chairman.  The Chairman, if one is appointed by the Managers, shall be the chief executive officer of the Company, shall have general control of the business and affairs of the Company, shall see that all orders and decisions of the Managers are carried into effect, and shall perform such other duties and have such other authority and powers as the Managers may from time to time prescribe.

6.8.          President.  Subject to such supervisory powers, if any, as may be given by the Managers to the Chairman, the President shall have general and active management and control of the business and affairs of the Company, and shall have such other powers and duties as may be prescribed by the Managers or this Agreement. If no Chairman has been elected, the President shall be the chief executive officer.  Within this authority and in the course of his duties, the President shall:

(a)           have all the powers and functions of the Chairman during his absence, disability, or refusal to act, or in the absence of the establishment of such an office by the Managers;

(b)           have all the powers and functions of the Treasurer in the absence of the establishment of such an office by the Managers;

(c)           when authorized by the Managers or required by law, execute, in the name of the Company, deeds, conveyances, notices, leases, checks, drafts, bills of exchange, warrants, promissory notes, bonds, debentures, contracts, and other papers and instruments in writing and, unless the Managers shall order otherwise, make such contracts as the ordinary conduct of the Company’s business may require;

(d)           appoint and remove, employ and discharge, and prescribe the duties and fix the compensation of all agents, employees, and clerks of the Company other than the duly appointed officers, subject to the approval of the Managers, and supervise, subject to the direction of the Managers, all of the officers, agents, and employees of the Company; and

(e)           unless otherwise directed by the Managers, attend all meetings of the owners of any domestic or foreign limited liability company or other entity in which the Company holds an ownership interest, and act and vote on behalf of the Company at those meetings, either in person or by substitute appointed by the President.

6.9.          Vice Presidents.  In the absence of the President or in the event of his death, inability or refusal to act, the Vice President (or in the event there be more than one Vice President, the Vice Presidents in the order designated at the time of their election, or in the absence of any designation, then in the order of their election), if one (or more) is appointed by

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the Managers, shall perform the duties of the President, and when so acting, shall have all the powers of and be subject to all the restrictions upon the President. Any Vice President shall perform such other duties as from time to time may be assigned to him by a Senior Officer or by the Managers.

6.10.        Secretary. The Secretary Shall:

(a)           keep at the principal office of the Company, or such other place as the Managers may order, the minute book of the Company;

(b)           keep the originals or copies of all records required to be kept and maintained pursuant to the Act;

(c)           assure that all notices are duly given in accordance with the provisions of this Agreement or a required by law;

(d)           be custodian of the Company’s records;

(e)           perform any and all other duties described in this Agreement;

(f)            assure that the books, reports, statements, certificates and all other documents and records required by law are properly kept and filed; and

(g)           in general perform all duties as from time to time may be assigned to him by a Senior Officer or by the Managers.

6.11.        Treasurer. The Treasurer, if one is appointed by the Managers, shall:

(a)           have charge and custody of and be responsible for all funds and securities of the Company;

(b)           keep full and accurate accounts of receipts and disbursements in the Company’s books;

(c)           deposit all money and other valuables in the name and to the credit of the Company in such depositories as may be designated by the Managers;

(d)           disburse the finds of the Company as may be ordered or authorized by the Managers and preserve proper vouchers for such disbursements;

(e)           render to the Senior Officers and the Managers whenever any one or more of the Senior Officers or the Managers requires it, an account of all his transactions as Treasurer and of the financial condition of the Company;

(f)            render a full financial report following the close of the Company’s fiscal year;

(g)           be furnished by all officers and agents, at his request, such reports and statements as he may require as to all financial transactions of the Company; and

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(h)           in general, perform all of the duties as from time to time may be assigned to him by a Senior Officer or the Managers.

If required by the Managers, the Treasurer shall give a bond for the faithful discharge of his duties in such sum and with such surety or sureties as the Managers shall determine.

6.12.        Assistant Secretaries.  The assistant secretaries, in general, shall perform such duties as shall be assigned to them by the Secretary or by a Senior Officer or by the Managers.

6.13.        Assistant Treasurers. The assistant treasures shall, if required by the Managers, give bonds for the faithful discharge of their duties in such sums and with such sureties as the Managers shall determine. The assistant treasurers, in general, shall perform such duties as shall be assigned to them by the Treasurer or by a Senior Officer or by the Managers.

6.14.        Compensation. The compensation of the officers shall be fixed from time to time by the Managers.

6.15.        Sureties and Bonds. The Managers may require any officer or agent of the Company to execute in favor of the company a bond, in such sum and with such surety or sureties as the Managers may direct, conditioned upon the faithful performance of his duties to the Company and including responsibility for negligence and for the accounting for all property, funds or securities of the company which may come into his hands.

ARTICLE 7.

COMPANY PROPERTY

7.1.          Ownership of Company Property.  All Company Property shall be deemed owned by the Company as an entity, and the Managers, shall not, individually, have any ownership interest in the Company Property. All Company Property shall be held and conveyed in the name of the Company, unless the Managers determines that the Company Property should be acquired and conveyed in the name of one or more Person or Persons as nominee for the Company.

7.2.          Nominees. In the event the Managers determine that the Company Property should be held in the name of a nominee, the Company and the nominee shall place a written declaration of trust in the Company’s books and records acknowledging the nominee’s capacity and the Company as the true owner of the Company Property. In the event the Member acts as a nominee for Company Property, the Member shall not have an interest in the Company Property held by the Member as nominee nor be liable for any Company debt in excess of that attributable to the Member’s limited liability company interest.

ARTICLE 8.

DISSOLUTION

8.1.          Dissolution. The Company shall be dissolved upon the decision of the Member to dissolve the Company. No other event, including an event described in Section 18-801 of the Act, will cause the Company to dissolve.

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8.2.          Liquidation and Termination. On dissolution of the Company, the Managers shall act as liquidator or shall appoint one or more Person or Persons as liquidator. The liquidator shall proceed diligently to wind up the affairs of the Company and make final distributions as provided hereby and in the Act. The costs of liquidation shall be borne as a Company expense. Until final distribution, the liquidator shall continue to operate the Company Property with all of the power and authority of the Member. All distributions in kind (if any) to the Member shall be made subject to the liability of the Member for costs, expenses, and liabilities theretofore incurred or for which the Company has committed prior to the date of termination and those costs, expenses and liabilities shall be allocated to the Member. The distribution of cash and/or property to the Member in accordance with the provisions of the Section 8.02 constitutes a complete return to the Member of its capital contributions and a complete distribution to the Member of its limited liability company interest in all the Company’s Property.

8.3.          Certificate of Cancellation. On completion of the distribution of the Company’s assets as provided herein, the Company is terminated and the Member (or such other Person or Persons as the Act may require or permit) shall file a Certificate of Cancellation with the Secretary of Delaware, cancel any other filings made pursuant to Section 2.07, and take such other actions as may be necessary to terminate the Company.

ARTICLE 9.

GENERAL PROVISIONS

9.1.          Books and Records. The Company shall keep and maintain, at the expense of the Company, such records that the Company is required to maintain under the Act. Such records shall be kept and maintained, or made available, at the principal office of the Company as required by the Act.

9.2.          Invalid Provision.  The provisions set forth in this Agreement are severable, and the invalidity or unenforceability of any particular provision of this Agreement shall not affect the other provisions hereof, and this Agreement shall be construed in all respects as if such invalid or unenforceable provisions were omitted and, in lieu of each invalid or unenforceable provision, there will be added automatically as a part of this Agreement a provision as similar in terms to the invalid or unenforceable provision as may be possible and be valid and enforceable.

9.3.          Counterparts. While this Agreement may be executed in multiple counterparts, each fully executed copy shall, for all purposes, be deemed to be the original, but all of such executed counterparts shall be deemed to constitute but one and the same agreement.

9.4.          Table of Contents; Captions. The table of contents and the titles of the articles and sections in this Agreement have been inserted as a matter of convenience of reference only and do not affect the meaning of or construction of any of the terms or provisions in this Agreement.

9.5.          Successors and Assigns. The provisions of this Agreement shall be binding on and inure to the benefit of the Member, and its successors, and assigns.

9.6.          Waiver. No failure by the Member or the Company to insist upon strict performance of any covenant, duty, agreement, or condition of this Agreement or to exercise any

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right or remedy as a result of a breach thereof shall constitute a waiver of such breach or by any covenant, duty, agreement, or condition.

9.7.          Number and Gender. Whenever the context so requires, all words used in this Agreement in any gender will be deemed to include the masculine, feminine, and neuter gender, and all singular words will include the plural and all plural words will include the singular.

9.8.          Checks and Drafts. All checks, drafts or other orders for the payment of money, notes or other evidences of indebtedness issued in the name of the Company, shall be signed by such agent or agents of the Company and in such manner as shall from time to time be determined by the Managers.

9.9.          Notices. All notices given under this Agreement shall be deemed to have been given or made (a) if delivered in person, upon actual receipt, (b) if mailed, three (3) days after deposit in the United States mail, certified mail, return receipt requested, postage prepaid, (c) if delivered by overnight delivery service or by telegraph or cable, the day after delivery to the overnight delivery service, the telegraph company or the cable company, or (d) if sent by telex or facsimile to a telex or facsimile machine owned or operated by a party, when so sent. Notwithstanding the foregoing, notices of change of address shall become effective only upon actual receipt.

9.10.        Governing, Law; Severability. THIS AGREEMENT IS GOVERNED BY AND SHALL BE CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF DELAWARE, EXCLUDING ANY CONFLICT-OF-LAWS RULE OR PRINCIPLE THAT MIGHT REFER THE GOVERNANCE OF THE CONSTRUCTION OF THIS AGREEMENT TO THE LAW OF ANOTHER JURISDICTION. In the event of a direct conflict between the provisions of this Agreement and (a) any provision of the Certificate of Formation, or (b) any mandatory provision of the Act, the applicable provision of the Certificate of Formation or the Act shall control.

9.11.        Notice to Member of Provisions of this Agreement. By executing this Agreement, the Member acknowledges that it has actual notice of (a) all of the provisions of this Agreement, and (b) all of the provisions of the Certificate of Formation. The Member hereby agrees that this Agreement constitutes adequate notice of all such provisions, and the Member hereby waives any requirement that any further notice thereunder be given.

9.12.        Entire Agreement. This Agreement constitutes the entire agreement of the Member relating to the Company and supersedes all prior contracts or agreements with respect to the Company, whether oral or written.

9.13.        Amendment of Agreement. This Agreement may be altered, amended or repealed and a new Agreement entered into exclusively by the Member.

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EXECUTED effective as of the Effective Date.

MEMBER
AOR Management Company of Missouri, Inc.
By:	/s/ Phillip H. Watts
	Phillip H. Watts,
	Vice President

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EX-3.30(A)

Exhibit 3.30(a)

STATE OF DELAWARE

SECRETARY OF STATE

DIVISION OF CORPORATIONS

FILED 10:00 AM 06/28/2002

020421355 – 3542258

CERTIFICATE OF FORMATION

OF

NEW MEXICO PHARMACEUTICAL SERVICES, LLC

The undersigned natural person of the age of eighteen (18) years or more, being an authorized person under the Delaware Limited Liability Company Act, hereby executes this Certificate of Formation.

1.             NAME.   The name of the limited liability company is New Mexico Pharmaceutical Services, LLC.

2.             REGISTERED OFFICE.   The address of the limited liability company’s registered office is 1209 Orange Street, Wilmington, Delaware 19801.

3.             REGISTERED AGENT.  The name and address of the limited liability company’s registered agent is The Corporation Trust Company, 1209 Orange Street, Wilmington, Delaware 19801.

IN WITNESS WHEREOF, the undersigned has executed this Certificate of Formation of New Mexico Pharmaceutical Services, LLC this 28^th day of June, 2002.

By:	/s/ Phillip H. Watts
		Phillip H. Watts
		Authorized Person

EX-3.30(B)

Exhibit 3.30(b)

LIMITED LIABILITY COMPANY AGREEMENT

OF

NEW MEXICO PHARMACEUTICAL SERVICES, LLC

A Delaware Limited Liability Company

TABLE OF CONTENTS

ARTICLE 1.   DEFINITIONS
	1.1.	Definitions
	1.2.	Terms Defined in Act
	1.3.	Words of Inclusion
	1.4.	Section and Article References
	2.1.	Formation of Limited Liability Company
	2.2.	Name
	2.3.	Purposes; Powers
	2.4.	Term
	2.5.	Principal Office
	2.6.	Registered Office and Registered Agent
	2.7.	Other Documents and Acts
ARTICLE 3.   SINGLE MEMBER LIMITED LIABILITY COMPANY
	3.1.	Initial Member
	3.2.	No Additional Members
	3.3.	Liability to Third Parties
	3.4.	Liability to Company
	3.5.	Indemnification
	3.6.	Independent Activities
ARTICLE 4.   CAPITAL; DISTRIBUTIONS
	4.1.	Initial Contributions
	4.2.	Additional Funds
	4.3.	Limited Liability of Member
	4.4.	Loans
	4.5.	Distributions
ARTICLE 5.   MANAGEMENT
	5.1.	General Powers of Managers
	5.2.	Limitations on Power and Authority of Managers
	5.3.	Number; Qualifications
	5.4.	Designation of Managers
	5.5.	Change in Number
	5.6.	Removal
	5.7.	Resignation
	5.8.	Vacancies
	5.9.	Annual Meetings
	5.10.	Regular Meetings
	5.11.	Special Meetings
	5.12.	Place of Meetings
	5.13.	Notice of Meetings
	5.14.	Quorum
	5.15.	Manner of Acting

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	5.16.	Order of Business
	5.17.	Compensation
	5.18.	Liability to Third Parties
	5.19.	Indemnification
	5.20.	Independent Activities
ARTICLE 6.   OFFICERS
	6.1.	Number
	6.2.	Authority
	6.3.	Appointment and Term of Office
	6.4.	Removal
	6.5.	Resignation
	6.6.	Vacancies
	6.7.	Chairman
	6.8.	President
	6.9.	Vice Presidents
	6.10.	Secretary
	6.11.	Treasurer
	6.12.	Assistant Secretaries
	6.13.	Assistant Treasurers
	6.14.	Compensation
	6.15.	Sureties and Bonds
ARTICLE 7.   COMPANY PROPERTY
	7.1.	Ownership of Company Property
	7.2.	Nominees
ARTICLE 8.   DISSOLUTION
	8.1.	Dissolution
	8.2.	Liquidation and Termination
	8.3.	Certificate of Cancellation
ARTICLE 9.   GENERAL PROVISIONS
	9.1.	Books and Records
	9.2.	Invalid Provision
	9.3.	Counterparts
	9.4.	Table of Contents; Captions
	9.5.	Successors and Asssigns
	9.6.	Waiver
	9.7.	Number and Gender
	9.8.	Checks and Drafts
	9.9.	Notices
	9.10.	Governing, Law: Severability
	9.11.	Notice to Member of Provisions of this Agreement
	9.12.	Entire Agreement
	9.13.	Amendment of Agreement

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LIMITED LIABILITY COMPANY AGREEMENT
OF

NEW MEXICO PHARMACEUTICAL SERVICES, LLC

A Delaware Limited Liability Company

THIS LIMITED LIABILITY COMPANY AGREEMENT OF NEW MEXICO PHARMACEUTICAL SERVICES, LLC dated as of June 3, 2002 (the “Effective Date”), is entered into by RMCC Cancer Center, Inc., a Delaware corporation, as the sole Member of the Company.

ARTICLE 1.
DEFINITIONS

1.1.       Definitions.  When used in this Agreement, the following words and phrases shall have the respective meanings specified in this Article 1 or in the section referred to unless a different meaning is clearly required by the context:

Act means the Delaware Limited Liability Company Act, as amended from time to time, or any corresponding provision or provisions of succeeding law.

Agreement means this limited liability company agreement as originally executed and as amended from time to time.

Certificate of Formation means the Certificate of Formation of the Company filed with the Secretary of State of Delaware, as amended from time to time.

Company means the limited liability company formed pursuant to the Certificate of Formation.

Company Property means all real and personal property from time to time owned by the Company.

Managers means, initially, R. Dale Ross and Bruce D. Broussard, and thereafter, those Persons who are designated as managers of the Company pursuant to this Agreement.

Member means RMCC Cancer Center, Inc., a Delaware corporation.

Person means a natural person, partnership (whether general or limited and whether domestic or foreign), limited liability company, foreign limited liability company, trust, estate, association, corporation, custodian, nominee or any other individual or entity in its own or any representative capacity.

Senior Officers means the Chairman (if the office of Chairman is filled) and the President.

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1.2.       Terms Defined in Act.  Terms defined in the Act and used in this Agreement shall have the meanings provided in the Act unless otherwise defined in this Agreement or unless the context otherwise requires.

1.3.       Words of Inclusion.  When used in this Agreement, the word “including” shall mean “including without limitation.”

1.4.       Section and Article References.  References in this Agreement to specific sections and articles refer to sections and articles of this Agreement unless otherwise stated.

ARTICLE 2.
ORGANIZATION

2.1.       Formation of Limited Liability Company.  The Company has been formed as a Delaware limited liability company pursuant to the Act, effective upon the filing of the Certificate of Formation with the Secretary of State of Delaware.  Except as provided to the contrary in this Agreement, the management of the affairs of the Company and the rights and obligations of the Member shall be governed by the provisions of the Act.

2.2.       Name.  The name of the Company is New Mexico Pharmaceutical Services, LLC. The Managers may adopt one or more fictitious names for use by the Company from time to time, and shall make all filings required under applicable law in connection with any change in the name of the Company or the adoption or use of any fictitious name by the Company.

2.3.       Purposes; Powers.  The purpose of the Company shall be to transact any or all lawful business for which limited liability companies may be formed under the Act.  The Company shall have the power to do everything necessary, advisable, proper or convenient for the accomplishment of its purpose, subject to the provisions of this Agreement and applicable law.

2.4.       Term.  The Company commenced effective upon the filing of the Certificate of Formation with the Secretary of State of Delaware, and shall continue in existence until terminated as provided in this Agreement.

2.5.       Principal Office.  The principal office of the Company where records are to be kept or made available shall be at 16825 Northchase Drive, Suite 1300, Houston, Texas 77060.  The Managers may change the principal place of business of the Company from time to time and may establish, maintain and abandon one or more additional places of business of the Company.

2.6.       Registered Office and Registered Agent.  The Company shall have and continuously maintain in the State of Delaware:

(a)       A registered office which may be, but need not be, the same as its place of business; and

(b)      A registered agent who has a business office identical with such registered office and who is either (i) an individual resident of the State of Delaware, or (ii) a domestic corporation, or a domestic limited partnership, or a domestic limited liability

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company, or a domestic business trust, or a foreign corporation, or a foreign limited partnership, or a foreign limited liability company authorized to do business in the State of Delaware.

The address of the initial registered office of the Company and the name of the Company’s initial registered agent are set forth in the Certificate of Formation. The Managers may change the registered office and the registered agent of the Company from time to time.

2.7.       Other Documents and Acts.  The Member shall execute and deliver such additional documents and perform such additional acts consistent with the terms of this Agreement as may be necessary to comply with the requirements of law for the formation, qualification, and operation of a limited liability company in the State of Delaware and in each jurisdiction in which the Company shall conduct business.

ARTICLE 3.
SINGLE MEMBER LIMITED LIABILITY COMPANY

3.1.       Initial Member.  The initial Member of the Company is RMCC Cancer Center, Inc., which is admitted to the Company contemporaneously with its execution of this Agreement and the making of its initial capital contribution.  The initial Member’s address is 16825 Northchase Drive, Suite 1300, Houston, Texas 77060.

3.2.       No Additional Members.  The Company is intended to be a single member limited liability company. No additional Persons may be admitted to the Company as members unless and until this Agreement has been amended to provide for additional members.

3.3.       Liability to Third Parties.  Except as otherwise provided by the Act, the Member shall not be obligated personally for any debt, obligation or liability of the Company, whether arising in contract, tort or otherwise, solely by reason of being a member of the Company.

3.4.       Liability to Company.  Neither the Member nor any of its officers, directors, employees or agents, shall be liable, responsible or accountable to the Company in damages or otherwise for any act or omission of the Member or any of its officers, directors, employees or agents in connection with acts carried out on behalf of the Company SPECIFICALLY INCLUDING THE MEMBER’S OR ANY OF ITS OFFICER’S, DIRECTOR’S, EMPLOYEE’S OR AGENT’S SOLE, PARTIAL OR CONCURRENT NEGLIGENCE, provided the Member or any of its officers, directors, employees or agents shall be liable for any material breach of any obligation under this Agreement or for fraud, willful misconduct or gross negligence committed toward the Company.

3.5.       Indemnification.  The Company shall and does hereby indemnify and hold harmless the Member and each of its officers, directors, employees and agents from any loss, damage, claim or liability, including reasonable attorneys’ fees and expenses, that they may incur by reason of any act, or failure to act, performed on behalf of the Company in the furtherance of the Company’s interests to the fullest extent permitted by the Act; provided in no event shall the Company indemnify the Member or its officers, directors, employees or agents for any act or performance which is a material breach of any obligation under this Agreement or the Member’s or its officer’s, director’s, employee’s or agent’s respective act of fraud, willful misconduct or

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gross negligence. It is the express intent of this Section 3.05 to provide an indemnity to the Member and its officers, directors, employees and agents for their acts or omissions of negligence or comparative negligence or contributory negligence or similar liability SPECIFICALLY INCLUDING THE INDEMNIFIED PERSON’S SOLE, PARTIAL OR CONCURRENT NEGLIGENCE.

3.6.       Independent Activities.  The Member may, notwithstanding this Agreement, engage in whatever activities it chooses, whether the same are competitive with the Company or otherwise, without having or incurring any obligation to offer any interest in such activities to the Company.

ARTICLE 4.
CAPITAL; DISTRIBUTIONS

4.1.       Initial Contributions.  The Member has made an initial contribution to the capital of the Company of $1,000.00 in cash.

4.2.       Additional Funds.  Any additional funds required by the Company to meet its cash requirements may be provided by capital contributions from the Member or borrowed by the Company on terms and conditions and from one or more Persons as the Company deems appropriate. The Member shall not have any obligation to advance (either as a loan or a capital contribution) any additional funds to the Company. Nothing in this Section 4.02 is intended or will be deemed to benefit any creditor of the Company, and no creditor of the Company will be entitled to require the Company to solicit or accept any loan or additional capital contribution for the Company or to enforce any right which the Company may have against the Member under this Agreement or otherwise.

4.3.       Limited Liability of Member.  Without limiting the generality of Section 4.02, the Member shall not be obligated to make any capital contribution to the Company, or otherwise to provide funds to the Company.

4.4.       Loans.  The Member may, but shall not be obligated to, loan funds to the Company at an interest rate and upon terms determined by the Company and the Managers.  Loans by the Member to the Company shall not be considered contributions to the capital of the Company, and as to any funds so loaned, the Member shall be deemed a creditor of the Company and shall be entitled to be paid principal and interest thereon without regard to the profits of the Company.

4.5.       Distributions.  Distributions from the Company to the Member shall be made at such times and in such amounts as may be determined by the Managers.

ARTICLE 5.
MANAGEMENT

5.1.      General Powers of Managers.  Management of the Company is vested in the Managers. The powers of the Company shall be exercised by or under the authority of, and the business and affairs of the Company shall be managed under the direction of the Managers, subject to limitations imposed by law, the Certificate of Formation, or this Agreement.

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5.2.       Limitations on Power and Authority of Managers.  Without the consent of the Member, the Managers shall not have the right or power to do any of the following:

(a)        Engage in any act in contravention of this Agreement.

(b)        Engage in any act which would make it impossible to carry on the ordinary business of the Company.

(c)        Confess a judgment against the Company.

(d)       Possess Company Property or assign the Company’s rights in specific Company Property for other than a Company purpose.

(e)        Cause the Company to be merged with one or more domestic or foreign limited liability companies or any other business entity, or to convert into another form of business entity, or to enter into an agreement to do any of the foregoing.

(f)        Authorize the Company to sell all or substantially all of its assets.

(g)       Amend the Certificate of Formation.

(h)       Change the status of the Company from one in which management is vested in the Managers to one in which management is reserved to the Members.

(i)        Assign all or any part of the Company Property in trust for creditors or on the assignee’s promise to pay the debts of the Company.

(j)        Submit a claim or liability of the Company to arbitration or reference.

(k)       Make, execute or deliver for the Company any bond, mortgage, deed of trust, guaranty, indemnity bond, surety bond, or accommodation paper or accommodation endorsement.

(l)        Borrow money in the Company’s name, lend money on behalf of the Company, or use the Company Property as collateral.

(m)      Assign, transfer, pledge, compromise or release any claim of or debt owing to the Company except upon payment in full.

(n)       Do any of the acts for which the consent of the Member is required by other sections of this Agreement without first obtaining such consent.

5.3.       Number; Qualifications.  The number of Managers is two (2) until otherwise changed pursuant to this Agreement.  Managers need not be residents of any particular state, but must be individuals.

5.4.       Designation of Managers.  The Managers shall be designated by the Member in writing from time to time. Each Manager shall hold office until his successor shall have been duly designated and shall have qualified or until his death or until his resignation or his removal

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from office in the manner hereinafter provided. R. Dale Ross and Bruce D. Broussard are named by the Member as the initial Managers of the Company.

5.5.        Change in Number.  The number of Managers may be increased or decreased from time to time by written resolution of the Member. The designation in writing of a lesser or greater number of Managers than the number fixed in this Agreement or last fixed by resolution of the Member shall be deemed to decrease or increase automatically the number of Managers to the number designated.

5.6.        Removal.  All the Managers, or any individual Manager, may be removed from office, with or without cause and without notice or hearing, by the Member. Written notice of the removal of a Manager shall be delivered personally or by certified mail directly to such Manager’s last known address.

57.        Resignation.  Any Manager may resign at any time by giving oral or written notice to the Managers or to a Senior Officer or to the Secretary.  Unless otherwise specified in the notice, the resignation shall take effect upon receipt thereof and acceptance of the resignation shall not be necessary to make it effective.

5.8.       Vacancies.  Any vacancy occurring in the Managers may be filled by the Member.

5.9.       Annual Meetings.  The annual meeting of the Managers shall be held during the month of April of each year on such day and at such time as shall be specified in written notice thereof given by the Member. At such meeting, the Managers shall appoint the officers of the Company and may transact any other business as may lawfully come before the meeting. In the event that the annual meeting is not held within such month, the Managers shall prescribe the date and time for the annual meeting to be held as soon thereafter as practicable, and any business transacted or elections held at such meeting shall be valid as if transacted or held during such month.

5.10.     Regular Meetings.  The Managers may provide by resolution the time and place for the holding of additional regular meetings without other notice than that provided by the adoption of such resolution.

5.11.     Special Meetings.  Special meetings of the Managers may be called by or at the request of a Senior Officer or any of the Managers. The person or persons authorized to call special meetings of the Managers may fix the place for holding any special meetings of the Managers called by them.

5.12.     Place of Meetings.  Meetings of the Managers, annual, regular or special, may beheld within or without the State of Delaware.

5.13.     Notice of Meetings.  Regular meetings of the Managers may be held without notice as provided in this Agreement. Notice of any annual or special meeting of the Managers shall be given no less than five (5) days prior to the meeting by written notice delivered personally or mailed to each Manager at his business or residence address, or by telegram. The attendance of a Manager at a meeting shall constitute a waiver of notice of such meeting, except

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when a Manager attends a meeting for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened. Neither the business to be transacted at, nor the purpose of, any meeting of the Managers need be specified in the notice or waiver of notice of such meeting.

5.14.     Quorum.  A majority of the number of Managers fixed in accordance with this Agreement shall constitute a quorum for the transaction of business at any meeting of the Managers, but if less than such majority is present at a meeting, a majority of the Managers present may adjourn the meeting from time to time without notice, other than announcement at the meeting, until a quorum is present.

5.15.     Manner of Acting.  The act of the majority of the Managers shall be the act of the Managers unless the act of a greater number is required by law or by the Certificate of Formation or by this Agreement. Any reference in this Agreement to any action taken by the Managers shall mean the act of the majority of the Managers.

5.16.     Order of Business.  The suggested order of business at meetings of the Managers shall be as follows:

(a)        Call to order.

(b)       Presentation of proof of due notice of the meeting, if required by this Agreement (or waiver thereof).

(c)        Announcement of a quorum.

(d)       Reading (or waiver thereof) and approval of minutes of previous meeting.

(e)        Announcements.

(f)        Reports of officers.

(g)       Unfinished business.

(h)       New business (including, if applicable, election of officers and declaration of distributions).

(i)        Adjournment.

5.17.     Compensation.  By resolution of the Managers, each Manager may be paid his expenses, if any, of attendance at each meeting of the Managers, and may be paid a fixed sum for attendance at each meeting of the Managers or a stated salary as Manager.  No such payment shall preclude any Manager from serving the Company in any other capacity and receiving compensation therefor.

5.18.     Liability to Third Parties.  Except as otherwise provided by the Act, no Manager shall be obligated personally for any debt, obligation or liability of the Company, whether arising in contract, tort or otherwise, solely by reason of acting as a manager of the Company.

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5.19.     Indemnification.   The Company shall and does hereby indemnify and hold harmless each Manager from any loss, damage, claim or liability, including reasonable attorneys’ fees and expenses, that he may incur by reason of any act, or failure to act, performed on behalf of the Company in the furtherance of the Company’s interests to the fullest extent permitted by the Act; provided in no event shall the Company indemnify a Manager for any act or performance which is a material breach of any obligation under this Agreement or the Manager’s act of fraud, willful misconduct or gross negligence. It is the express intent of this Section 5.18 to provide an indemnity to each Manager for his acts or omissions of negligence or comparative negligence or contributory negligence or similar liability SPECIFICALLY INCLUDING THE INDEMNIFIED PERSON’S SOLE, PARTIAL OR CONCURRENT NEGLIGENCE.

5.20.     Independent Activities.  A Manager may, notwithstanding this Agreement, engage in whatever activities he chooses, whether the same are competitive with the Company or otherwise, without having or incurring any obligation to offer any interest in such activities to the Company.

ARTICLE 6.
OFFICERS

6.1.       Number.  The officers of the Company shall be a president and a secretary, each of whom shall be appointed by the Managers. The Managers may appoint, at their option, a chairman, one or more vice presidents (the number thereof to be determined by the Managers), a treasurer, and such other officers and assistant officers as may be deemed appropriate. Any two (2) or more offices may be held by the same individual.

6.2.       Authority.  All officers and agents of the Company shall have full authority to perform such duties in the management of the Company as may be provided in this Agreement, or as may be determined by the Managers not inconsistent with this Agreement. All officers and agents of the Company are subject in all matters to the supervisory control of the Managers and only the Managers have authority to make policy decisions on behalf of the Company.

6.3.       Appointment and Term of Office.  Officers shall be appointed by the Managers at the annual meeting of the Managers.  If the appointment of officers shall not occur at such meeting, such appointment shall occur as soon thereafter as is convenient.  Each officer shall hold office until his successor shall have been duly appointed and shall have qualified or until his death or until his resignation or his removal from office in the manner hereinafter provided.

6.4.       Removal.   Any officer or agent appointed by the Managers may be removed, with or without cause and without notice or hearing, by the Managers whenever in the Managers’ judgment the best interest of the Company will be served thereby.  Such removal shall be without prejudice to the contract rights, if any, of the person so removed.  Appointment of an officer shall not of itself create any contractual rights. Written notice of the removal of an officer or agent shall be delivered personally or by certified mail directly to such officer’s or agent’s last known address.

6.5.       Resignation.  Any officer may resign at any time by giving oral or written notice to the Managers or to a Senior Officer or to the Secretary.  Unless otherwise specified in the

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notice, the resignation shall take effect upon receipt thereof and acceptance of such resignation shall not be necessary to make it effective.

6.6.       Vacancies.  A vacancy in any office because of death, resignation, removal, disqualification or otherwise, may be filled by the Managers for the unexpired portion of the term.

6.7.       Chairman.  The Chairman, if one is appointed by the Managers, shall be the chief executive officer of the Company, shall have general control of the business and affairs of the Company, shall see that all orders and decisions of the Managers are carried into effect, and shall perform such other duties and have such other authority and powers as the Managers may from time to time prescribe.

6.8.       President.  Subject to such supervisory powers, if any, as may be given by the Managers to the Chairman, the President shall have general and active management and control of the business and affairs of the Company, and shall have such other powers and duties as may be prescribed by the Managers or this Agreement.  If no Chairman has been elected, thePresident shall be the chief executive officer.  Within this authority and in the course of his duties, the President shall:

(a)       have all the powers and functions of the Chairman during his absence, disability, or refusal to act, or in the absence of the establishment of such an office by the Managers;

(b)       have all the powers and functions of the Treasurer in the absence of the establishment of such an office by the Managers;

(c)       when authorized by the Managers or required by law, execute, in the name of the Company, deeds, conveyances, notices, leases, checks, drafts, bills of exchange, warrants, promissory notes, bonds, debentures, contracts, and other papers and instruments in writing and, unless the Managers shall order otherwise, make such contracts as the ordinary conduct of the Company’s business may require;

(d)       appoint and remove, employ and discharge, and prescribe the duties and fix the compensation of all agents, employees, and clerks of the Company other than the duly appointed officers, subject to the approval of the Managers, and supervise, subject to the direction of the Managers, all of the officers, agents, and employees of the Company; and

(e)       unless otherwise directed by the Managers, attend all meetings of the owners of any domestic or foreign limited liability company or other entity in which the Company holds an ownership interest, and act and vote on behalf of the Company at those meetings, either in person or by substitute appointed by the President.

6.9.       Vice Presidents.  In the absence of the President or in the event of his death, inability or refusal to act, the Vice President (or in the event there be more than one Vice President, the Vice Presidents in the order designated at the time of their election, or in the absence of any designation, then in the order of their election), if one (or more) is appointed by

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the Managers, shall perform the duties of the President, and when so acting, shall have all the powers of and be subject to all the restrictions upon the President. Any Vice President shall perform such other duties as from time to time may be assigned to him by a Senior Officer or by the Managers.

6.10.      Secretary.  The Secretary shall:

(a)        keep at the principal office of the Company, or such other place as the Managers may order, the minute book of the Company;

(b)       keep the originals or copies of all records required to be kept and maintained pursuant to the Act;

(c)        assure that all notices are duly given in accordance with the provisions of this Agreement or as required by law;

(d)       be custodian of the Company’s records;

(e)        perform any and all other duties described in this Agreement;

(f)        assure that the books, reports, statements, certificates and all other documents and records required by law are properly kept and filed; and

(g)       in general perform all duties as from time to time may be assigned to him by a Senior Officer or by the Managers.

6.11.      Treasurer.  The Treasurer, if one is appointed by the Managers, shall:

(a)       have charge and custody of and be responsible for all funds and securities of the Company;

(b)       keep full and accurate accounts of receipts and disbursements in the Company’s books;

(c)       deposit all money and other valuables in the name and to the credit of the Company in such depositories as may be designated by the Managers;

(d)       disburse the finds of the Company as may be ordered or authorized by the Managers and preserve proper vouchers for such disbursements;

(e)       render to the Senior Officers and the Managers whenever any one or more of the Senior Officers or the Managers requires it, an account of all his transactions as Treasurer and of the financial condition of the Company;

(f)        render a full financial report following the close of the Company’s fiscal year;

(g)       be furnished by all officers and agents, at his request, such reports and statements as he may require as to all financial transactions of the Company; and

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(h)        in general, perform all of the duties as from time to time may be assigned to him by a Senior Officer or the Managers.

If required by the Managers, the Treasurer shall give a bond for the faithful discharge of his duties in such sum and with such surety or sureties as the Managers shall determine.

6.12.     Assistant Secretaries.  The assistant secretaries, in general, shall perform such duties as shall be assigned to them by the Secretary or by a Senior Officer or by the Managers.

6.13.     Assistant Treasurers.  The assistant treasurers shall, if required by the Managers, give bonds for the faithful discharge of their duties in such sums and with such sureties as the Managers shall determine. The assistant treasurers, in general, shall perform such duties as shall be assigned to them by the Treasurer or by a Senior Officer or by the Managers.

6.14.     Compensation.  The compensation of the officers shall be fixed from time to time by the Managers.

6.15.     Sureties and Bonds.  The Managers may require any officer or agent of the Company to execute in favor of the Company a bond, in such sum and with such surety or sureties as the Managers may direct, conditioned upon the faithful performance of his duties to the Company and including responsibility for negligence and for the accounting for all property, funds or securities of the Company which may come into his hands.

ARTICLE 7.
COMPANY PROPERTY

7.1.       Ownership of Company Property.  All Company Property shall be deemed owned by the Company as an entity, and the Managers shall not, individually, have any ownership interest in the Company Property. All Company Property shall be held and conveyed in the name of the Company, unless the Managers determines that the Company Property should be acquired and conveyed in the name of one or more Person or Persons as nominee for the Company.

7.2.       Nominees.  In the event the Managers determine that the Company Property should be held in the name of a nominee, the Company and the nominee shall place a written declaration of trust in the Company’s books and records acknowledging the nominee’s capacity and the Company as the true owner of the Company Property. In the event the Member acts as a nominee for Company Property, the Member shall not have an interest in the Company Property held by the Member as nominee nor be liable for any Company debt in excess of that attributable to the Member’s limited liability company interest.

ARTICLE 8.
DISSOLUTION

8.1.      Dissolution.  The Company shall be dissolved upon the decision of the Member to dissolve the Company. No other event, including an event described in Section 18-801 of the Act, will cause the Company to dissolve.

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8.2.       Liquidation and Termination.  On dissolution of the Company, the Managers shall act as liquidator or shall appoint one or mote Person or Persons as liquidator. The liquidator shall proceed diligently to wind up the affairs of the Company and make final distributions as provided herein and in the Act. The costs of liquidation shall be borne as a Company expense. Until final distribution, the liquidator shall continue to operate the Company Property with all of the power and authority of the Member. All distributions in kind (if any) to the Member shall be made subject to the liability of the Member for costs, expenses, and liabilities theretofore incurred or for which the Company has committed prior to the date of termination and those costs, expenses and liabilities shall be allocated to the Member. The distribution of cash and/or property to the Member in accordance with the provisions of this Section 8.02 constitutes a complete return to the Member of its capital contributions and a complete distribution to the Member of its limited liability company interest in all the Company’s Property.

8.3.       Certificate of Cancellation.  On completion of the distribution of the Company’s assets as provided herein, the Company is terminated and the Member (or such other Person or Persons as the Act may require or permit) shall file a Certificate of Cancellation with the Secretary of Delaware, cancel any other filings made pursuant to Section 2.07, and take such other actions as may be necessary to terminate the Company.

ARTICLE 9.GENERAL PROVISIONS

9.1.       Books and Records.  TheCompany shall keep and maintain, at the expense of the Company, such records that the Company is required to maintain under the Act.  Such records shall be kept and maintained, or made available, at the principal office of the Company as required by the Act.

9.2.       Invalid Provision.  The provisions set forth in this Agreement are severable, and the invalidity or unenforceability of any particular provision of this Agreement shall not affect the other provisions hereof, and this Agreement shall be construed in all respects as if such invalid or unenforceable provisions were omitted and, in lieu of each invalid or unenforceable provision, there will be added automatically as a part of this Agreement a provision as similar in terms to the invalid or unenforceable provision as may be possible and be valid and enforceable.

9.3.       Counterparts.  While this Agreement may be executed in multiple counterparts, each fully executed copy shall, for all purposes, be deemed to be the original, but all of such executed counterparts shall be deemed to constitute but one and the same agreement.

9.4.       Table of Contents; Captions.  The table of contents and the titles of the articles and sections in this Agreement have been inserted as a matter of convenience of reference only and do not affect the meaning of or construction of any of the terms or provisions in this Agreement.

9.5.       Successors and Assigns.  The provisions of this Agreement shall be binding on and inure to the benefit of the Member, and its successors, and assigns.

9.6.      Waiver.  No failure by the Member or the Company to insist upon strict performance of any covenant, duty, agreement, or condition of this Agreement or to exercise any

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right or remedy as a result of a breach thereof shall constitute a waives of such breach or by any covenant, duty, agreement, or condition.

9.7.        Number and Gender.  Whenever the context so requires, all words used in this Agreement in any gender will be deemed to include the masculine, feminine, and neuter gender, and all singular words will include the plural and all plural words will include the singular.

9.8.        Checks and Drafts.  All checks, drafts or other orders for the payment of money, notes or other evidences of indebtedness issued in the name of the Company, shall be signed by such agent or agents of the Company and in such manner as shall from time to time be determined by the Managers.

9.9.        Notices.  All notices given under this Agreement shall be deemed to have been given or made (a) if delivered in person, upon actual receipt, (b) if mailed, three (3) days after deposit in the United States mail, certified mail, return receipt requested, postage prepaid, (c) if delivered by overnight delivery service or by telegraph or cable, the day after delivery to the overnight delivery service, the telegraph company or the cable company, or (d) if sent by telex or facsimile to a telex or facsimile machine owned or operated by a party, when so sent.  Notwithstanding the foregoing, notices of change of address shall become effective only upon actual receipt.

9.10.      Governing law; Severability.  THIS AGREEMENT IS GOVERNED BY AND SHALL BE CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF DELAWARE, EXCLUDING ANY CONFLICT-OF-LAWS RULE OR PRINCIPLE THAT MIGHT REFER THE GOVERNANCE OF THE CONSTRUCTION OF THIS AGREEMENT TO THE LAW OF ANOTHER JURISDICTION. In the event of a direct conflict between the provisions of this Agreement and (a) any provision of the Certificate of Formation, or (b) any mandatory provision of the Act, the applicable provision of the Certificate of Formation or the Act shall control.

9.11.      Notice to Member of Provisions of this Agreement.  By executing this Agreement, the Member acknowledges that it has actual notice of (a) all of the provisions of this Agreement, and (b) all of the provisions of the Certificate of Formation. The Member hereby agrees that this Agreement constitutes adequate notice of all such provisions, and the Member hereby waives any requirement that any further notice thereunder be given.

9.12.      Entire Agreement.  This Agreement constitutes the entire agreement of the Member relating to the Company and supersedes all prior contracts or agreements with respect to the Company, whether oral or written.

9.13.      Amendment of Agreement.  This Agreement may be altered, amended or repealed and a new Agreement entered into exclusively by the Member.

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EXECUTED effective as of the Effective Date.

MEMBER
RMCC Cancer Center, Inc.
By:	/s/	Phillip H. Watts
		Phillip H. Watts
		Vice President

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EX-3.31(A)

Exhibit 3.31(a)

CERTIFICATE OF FORMATION

OF

NORTH CAROLINA PHARMACEUTICAL SERVICES, LLC

The undersigned natural person of the age of eighteen (18) years or more, being an authorized person under the Delaware Limited Liability Company Act, hereby executes this Certificate of Formation.

1.             NAME.   The name of the limited liability company is North Carolina Pharmaceutical Services, LLC.

2.             REGISTERED OFFICE.   The address of the limited liability company’s registered office is 1209 Orange Street, Wilmington, Delaware 19801.

3.             REGISTERED AGENT.   The name and address of the limited liability company’s registered agent is the Corporation Trust Company, 1209 Orange Street, Wilmington, Delaware 19801.

IN WITNESS WHEREOF, the undersigned has executed this Certificate of Formation of North Carolina Pharmaceutical Services, LLC this 3^rd day of January, 2003.

By:	/s/	Phillip H. Watts
		Phillip H. Watts
		Authorized Person

STATE OF DELAWARE.

SECRETARY OF STATE

DIVISION OF CORPORATIONS

FILED 05:30 PM 01/07/2003

030012094 – 3611776

EX-3.31(B)

Exhibit 3.31(b)

LIMITED LIABILITY COMPANY AGREEMENT

OF

NORTH CAROLINA PHARMACEUTICAL SERVICES, LLC

A Delaware Limited Liability Company

TABLE OF CONTENTS

ARTICLE 1.			DEFINITIONS
		1.1.	Definitions
		1.2.	Terms Defined in Act
		1.3.	Words of Inclusion
		1.4.	Section and Article References
		2.1.	Formation of Limited Liability Company
		2.2.	Name
		2.3.	Purposes; Powers
		2.4.	Term
		2.5.	Principal Office
		2.6.	Registered Office and Registered Agent
		2.7.	Other Documents and Acts
ARTICLE 3.			SINGLE MEMBER LIMITED LIABILITY COMPANY
	3.1.		Initial Member
	3.2.		No Additional Members
	3.3.		Liability to Third Parties
	3.4.		Liability to Company
	3.5.		Indemnification
	3.6.		Independent Activities
ARTICLE 4.			CAPITAL; DISTRIBUTIONS
	4.1.		Initial Contributions
	4.2.		Additional Funds
	4.3.		Limited Liability of Member
	4.4.		Loans
	4.5.		Distributions
ARTICLE 5.			MANAGEMENT
	5.1.		General Powers of Managers
	5.2.		Limitations on Power and Authority of Managers
	5.3.		Number; Qualifications
	5.4.		Designation of Managers
	5.5.		Change in Number
	5.6.		Removal
	5.7.		Resignation
	5.8.		Vacancies
	5.9.		Annual Meetings
	5.10.		Regular Meetings
	5.11.		Special Meetings
	5.12.		Place of Meetings
	5.13.		Notice of Meetings
	5.14.		Quorum
	5.15.		Manner of Acting

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	5.16.	Order of Business
	5.17.	Compensation
	5.18.	Liability to Third Parties
	5.19.	Indemnification
	5.20.	Independent Activities
ARTICLE 6.		OFFICERS
	6.1.	Number
	6.2.	Authority
	6.3.	Appointment and Term of Office
	6.4.	Removal
	6.5.	Resignation
	6.6.	Vacancies
	6.7.	Chairman
	6.8.	President
	6.9.	Vice Presidents
	6.10.	Secretary
	6.11.	Treasurer
	6.12.	Assistant Secretaries
	6.13.	Assistant Treasurers
	6.14.	Compensation
	6.15.	Sureties and Bonds
ARTICLE 7.		COMPANY PROPERTY
	7.1.	Ownership of Company Property
	7.2.	Nominees
ARTICLE 8.		DISSOLUTION
	8.1.	Dissolution
	8.2.	Liquidation and Termination
	8.3.	Certificate of Cancellation
ARTICLE 9.		GENERAL PROVISIONS
	9.1.	Books and Records
	9.2.	Invalid Provision
	9.3.	Counterparts
	9.4.	Table of Contents; Captions
	9.5.	Successors and Asssigns
	9.6.	Waiver
	9.7.	Number and Gender
	9.8.	Checks and Drafts
	9.9.	Notices
	9.10.	Governing, Law; Severability
	9.11.	Notice to Member of Provisions of this Agreement
	9.12.	Entire Agreement
	9.13.	Amendment of Agreement

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LIMITED LIABILITY COMPANY AGREEMENT OF

NORTH CAROLINA PHARMACEUTICAL SERVICES, LLC
A Delaware Limited Liability Company

THIS LIMITED LIABILITY COMPANY AGREEMENT OF NORTH CAROLINA PHARMACEUTICAL SERVICES, LLC dated as of January 7, 2003 (the “Effective Date”), is entered into by AOR Management Company of Virginia, Inc., a Delaware corporation, as the sole Member of the Company.

ARTICLE 1.
DEFINITIONS

1. l.Definitions.  When used in this Agreement, the following words and phrases shall have the respective meanings specified in this Article 1 or in the section referred to unless a different meaning is clearly required by the context:

Act means the Delaware Limited Liability Company Act, as amended from time to time, or any corresponding provision or provisions of succeeding law.

Agreement means this limited liability company agreement as originally executed and as amended from time to time.

Certificate of Formation means the Certificate of Formation of the Company filed with the Secretary of State of Delaware, as amended from time to time.

Company means the limited liability company formed pursuant to the Certificate of Formation.

Company Property means all real and personal property from time to time owned by the Company.

Managers means, initially, R. Dale Ross and Bruce D. Broussard, and thereafter, those Persons who are designated as managers of the Company pursuant to this Agreement.

Member means AOR Management Company of Virginia, Inc., a Delaware corporation.

Person means a natural person, partnership (whether general or limited and whether domestic or foreign), limited liability company, foreign limited liability company, trust, estate, association, corporation, custodian, nominee or any other individual or entity in its own or any representative capacity.

Senior Officers means the Chairman (if the office of Chairman is filled) and the President.

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1.2.Terms Defined in Act.  Terms defined in the Act and used in this Agreement shall have the meanings provided in the Act unless otherwise defined in this Agreement or unless the context otherwise requires.

1.3.Words of Inclusion.  When used in this Agreement, the word “including” shall mean “including without limitation.”

1.4.Section and Article References.  References in this Agreement to specific sections and articles refer to sections and articles of this Agreement unless otherwise stated.

ARTICLE 2.
ORGANIZATION

2.1.Formation of Limited Liability Company.  The Company has been formed as a Delaware limited liability company pursuant to the Act, effective upon the filing of the Certificate of Formation with the Secretary of State of Delaware. Except as provided to the contrary in this Agreement, the management of the affairs of the Company and the rights and obligations of the Member shall be governed by the provisions of the Act.

2.2.Name.  The name of the Company is North Carolina Pharmaceutical Services, LLC. The Managers may adopt one or more fictitious names for use by the Company from time to time, and shall make all filings required under applicable law in connection with any change in the name of the Company or the adoption or use of any fictitious name by the Company.

2.3.Purposes: Powers.  The purpose of the Company shall be to transact any or all lawful business for which limited liability companies may be formed under the Act. The Company shall have the power to do everything necessary, advisable, proper or convenient for the accomplishment of its purpose, subject to the provisions of this Agreement and applicable law.

2.4.Term.  The Company commenced effective upon the filing of the Certificate of Formation with the Secretary of State of Delaware, and shall continue in existence until terminated as provided in this Agreement.

2.5.Principal Office.  The principal office of the Company where records are to be kept or made available shall be at 16825 Northchase Drive, Suite 1300, Houston, Texas 77060. The Managers may change the principal place of business of the Company from time to time and may establish, maintain and abandon one or more additional places of business of the Company.

2.6.Registered Office and Registered Agent.  The Company shall have and continuously maintain in the State of Delaware:

(a)A registered office which may be, but need not be, the same as its place of business; and

(b)A registered agent who has a business office identical with such registered office and who is either (i) an individual resident of the State of Delaware, or (ii) a domestic corporation, or a domestic limited partnership, or a domestic limited liability

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company, or a domestic business trust, or a foreign corporation, or a foreign limited partnership, or a foreign limited liability company authorized to do business in the State of Delaware.

The address of the initial registered office of the Company and the name of the Company’s initial registered agent are set forth in the Certificate of Formation. The Managers may change the registered office and the registered agent of the Company from time to time.

2.7.Other Documents and Acts.  The Member shall execute and deliver such additional documents and perform such additional acts consistent with the terms of this Agreement as may be necessary to comply with the requirements of law for the formation, qualification, and operation of a limited liability company in the State of Delaware and in each jurisdiction in which the Company shall conduct business.

ARTICLE 3.
SINGLE MEMBER LIMITED LIABILITY COMPANY

3.1.Initial Member.  The initial Member of the Company is AOR Management Company of Virginia, Inc., which is admitted to the Company contemporaneously with its execution of this Agreement and the making of its initial capital contribution.  The initial Member’s address is 16825 Northchase Drive, Suite 1300, Houston, Texas 77060.

3.2.No Additional Members.  The Company is intended to be a single member limited liability company. No additional Persons may be admitted to the Company as members unless and until this Agreement has been amended to provide for additional members.

3.3.Liability to Third Parties.  Except as otherwise provided by the Act, the Member shall not be obligated personally for any debt, obligation or liability of the Company, whether arising in contract, tort or otherwise, solely by reason of being a member of the Company.

3.4.Liability to Company.  Neither the Member nor any of its officers, directors, employees or agents, shall be liable, responsible or accountable to the Company in damages or otherwise for any act or omission of the Member or any of its officers, directors, employees or agents in connection with acts carried out on behalf of the Company SPECIFICALLY INCLUDING THE MEMBER’S OR ANY OF ITS OFFICER’S, DIRECTOR’S, EMPLOYEE’S OR AGENT’S SOLE, PARTIAL OR CONCURRENT NEGLIGENCE, provided the Member or any of its officers, directors, employees or agents shall be liable for any material breach of any obligation under this Agreement or for fraud, willful misconduct or gross negligence committed toward the Company.

3.5.Indemnification.  The Company shall and does hereby indemnify and hold harmless the Member and each of its officers, directors, employees and agents from any loss, damage, claim or liability, including reasonable attorneys’ fees and expenses, that they may incur by reason of any act, or failure to act, performed on behalf of the Company in the furtherance of the Company’s interests to the fullest extent permitted by the Act; provided in no event shall the Company indemnify the Member or its officers, directors, employees or agents for any act or performance which is a material breach of any obligation under this Agreement or the Member’s or its officer’s, director’s, employee’s or agent’s respective act of fraud, willful misconduct or

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gross negligence. It is theexpress intent of this Section 3.5 to provide an indemnity to the Member and its officers, directors, employees and agents for their acts or omissions of negligence or comparative negligence or contributory negligence or similar liability SPECIFICALLY INCLUDING THE INDEMNIFIED PERSON’S SOLE, PARTIAL OR CONCURRENT NEGLIGENCE.

3.6.Independent Activities.  The Member may, notwithstanding this Agreement, engage in whatever activities it chooses, whether the same are competitive with the Company or otherwise, without having or incurring any obligation to offer any interest in such activities to the Company.

ARTICLE 4.
CAPITAL: DISTRIBUTIONS

4.1.Initial Contributions.  The Member has made an initial contribution to the capital of the Company of $1,000.00 in cash.

4.2.Additional Funds.  Any additional funds required by the Company to meet its cash requirements may be provided by capital contributions from the Member or borrowed by the Company on terms and conditions and from one or more Persons as the Company deems appropriate. The Member shall not have any obligation to advance (either as a loan or a capital contribution) any additional funds to the Company. Nothing in this Section 4.2 is intended or will be deemed to benefit any creditor of the Company, and no creditor of the Company will been titled to require the Company to solicit or accept any loan or additional capital contribution for the Company or to enforce any right which the Company may have against the Member under this Agreement or otherwise.

4.3.Limited Liability of Member.  Without limiting the generality of Section 4.2, the Member shall not be obligated to make any capital contribution to the Company, or otherwise to provide funds to the Company.

4.4.Loans.  The Member may, but shall not he obligated to, loan funds to the Company at an interest rate and upon terms determined by the Company and the Managers.  Loans by the Member to the Company shall not be considered contributions to the capital of the Company and as to any funds so loaned, the Member shall be deemed a creditor of the Company and shall be entitled to be paid principal and interest thereon without regard to the profits of the Company.

4.5.Distributions.  Distributions from the Company to the Member shall be made at such times and in such amounts as may be determined by the Managers.

ARTICLE 5.
MANAGEMENT

5.1.General Powers of Managers.  Management of the Company is vested in the Managers. The powers of the Company shall be exercised by or under the authority of, and the business and affairs of the Company shall be managed under the direction of the Managers, subject to limitations imposed by law, the Certificate of Formation, or this Agreement.

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5.2.Limitations on Power and Authority of Managers.  Without the consent of the Member, the Managers shall not have the right or power to do any of the following:

(a)Engage in any act in contravention of this Agreement.

(b)Engage in any act which would make it impossible to carry on the ordinary business of the Company.

(c)Confess a judgment against the Company.

(d)Possess Company Property or assign the Company’s rights in specific Company Property for other than a Company purpose.

(e)Cause the Company to be merged with one or more domestic or foreign limited liability companies or any other business entity, or to convert into another form of business entity, or to enter into an agreement to do any of the foregoing.

(f)Authorize the Company to sell all or substantially all of its assets.

(g)Amend the Certificate of Formation.

(h)Change the status of the Company from one in which management is vested in the Managers to one in which management is reserved to the Members.

(i)Assign all or any part of the Company Property in trust for creditors or on the assignee’s promise to pay the debts of the Company.

(j)Submit a claim or liability of the Company to arbitration or reference.

(k)Make, execute or deliver for the Company any bond, mortgage, deed of trust, guaranty, indemnity bond, surety bond, or accommodation paper or accommodation endorsement.

(l)Borrow money in the Company’s name, lend money on behalf of the Company, or use the Company Property as collateral.

(m)Assign, transfer, pledge, compromise or release any claim of or debt owing to the Company except upon payment in full.

(n)Do any of the acts for which the consent of the Member is required by other sections of this Agreement without first obtaining such consent.

5.3.Number; Qualifications.  The number of Managers is two (2) until otherwise changed pursuant to this Agreement. Managers need not be residents of any particular state, but must be individuals.

5.4.Designation of Managers.  The Managers shall be designated by the Member in writing from time to time.  Each Manager shall hold office until his successor shall have been duly designated and shall have qualified or until his death or until his resignation or his removal

5

from office in the manner hereinafter provided. R. Dale Ross and Bruce P. Broussard are named by the Member as the initial Managers of the Company.

5.5.Change in Number.  The number of Managers may be increased or decreased from time to time by written resolution of the Member.  The designation in writing of a lesser or greater number of Managers than the number fixed in this Agreement or last fixed by resolution of the Member shall be deemed to decrease or increase automatically the number of Managers to the number designated.

5.6.Removal.  All the Managers, or any individual Manager, may be removed from office, with or without cause and without notice or hearing, by the Member. Written notice of the removal of a Manager shall be delivered personally or by certified mail directly to such Manager’s last known address.

5.7.Resignation.  Any Manager may resign at any time by giving oral or written notice to the Managers or to a Senior Officer or to the Secretary. Unless otherwise specified in the notice, the resignation shall take effect upon receipt thereof and acceptance of the resignation shall not be necessary to make it effective.

5.8.Vacancies.  Any vacancy occurring in the Managers may be filled by the Member.

5.9.Annual Meetings.  The annual meeting of the Managers shall be held during the month of April of each year on such day and at such time as shall be specified in written notice thereof given by the Member. At such meeting, the Managers shall appoint the officers of the Company and may transact any other business as may lawfully come before the meeting. In the event that the annual meeting is not held within such month, the Managers shall prescribe the date and time for the annual meeting to be held as soon thereafter as practicable, and any business transacted or elections held at such meeting shall be valid as if transacted or held during such month.

5.10.Regular Meetings.  The Managers may provide by resolution the time and place for the holding of additional regular meetings without other notice than that provided by the adoption of such resolution.

5.11.Special Meetings.  Special meetings of the Managers may be called by or at the request of a Senior Officer or any of the Managers. The person or persons authorized to call special meetings of the Managers may fix the place for holding any special meetings of the Managers called by them.

5.12.Place of Meetings.  Meetings of the Managers, annual, regular or special, may beheld within or without the State of Delaware.

5.13.Notice of Meetings.  Regular meetings of the Managers may be held without notice as provided in this Agreement. Notice of any annual or special meeting of the Managers shall be given no less than five (5) days prior to the meeting by written notice delivered personally or mailed to each Manager at his business or residence address, or by telegram. The attendance of a Manager at a meeting shall constitute a waiver of notice of such meeting, except

6

when a Manager attends a meeting for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened. Neither the business to be transacted at, nor the purpose of, any meeting of the Managers need be specified in the notice or waiver of notice of such meeting.

5.14.Quorum.  A majority of the number of Managers fixed in accordance with this Agreement shall constitute a quorum for the transaction of business at any meeting of the Managers, but if less than such majority is present at a meeting, a majority of the Managers present may adjourn the meeting from time to time without notice, other than announcement at the meeting, until a quorum is present.

5.15.Manner of Acting.  The act of the majority of the Managers shall be the act of the Managers unless the act of a greater number is required by law or by the Certificate of Formation or by this Agreement. Any reference in this Agreement to any action taken by the Managers shall mean the act of the majority of the Managers.

5.16.Order of Business.  The suggested order of business at meetings of the Managers shall be as follows:

(a)Call to order.

(b)Presentation of proof of due notice of the meeting, if required by this Agreement (or waiver thereof).

(c)Announcement of a quorum.

(d)Reading (or waiver thereof) and approval of minutes of previous meeting.

(e)Announcements.

(f)Reports of officers.

(g)Unfinished business.

(h)New business (including, if applicable, election of officers and declaration of distributions).

(i)Adjournment.

5.17.Compensation.  By resolution of the Managers, each Manager may be paid his expenses, if any, of attendance at each meeting of the Managers, and may be paid a fixed sum for attendance at each meeting of the Managers or a stated salary as Manager.  No such payment shall preclude any Manager from serving the Company in any other capacity and receiving compensation therefor.

5.18.Liability to Third Parties.  Except as otherwise provided by the Act, no Manager shall be obligated personally for any debt, obligation or liability of the Company, whether arising in contract, tort or otherwise, solely by reason of acting as a manager of the Company.

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5.19.Indemnification.  The Company shall and does hereby indemnify and hold harmless each Manager from any loss, damage, claim or liability, including reasonable attorneys’ fees and expenses, that he may incur by reason of any act, or failure to act, performed on behalf of the Company in the furtherance of the Company’s interests to thefullest extent permitted by the Act; provided in no event shall the Company indemnify a Manager for any act or performance which is a material breach of any obligation under this Agreement or the Manager’s act of fraud, willful misconduct or gross negligence. It is the express intent of this Section 5.19 to provide an indemnity to each Manager for his acts or omissions of negligence or comparative negligence or contributory negligence or similar liability SPECIFICALLY INCLUDING THE INDEMNIFIED PERSON’S SOLE, PARTIAL OR CONCURRENT NEGLIGENCE.

5.20.Independent Activities.  A Manager may, notwithstanding this Agreement, engage in whatever activities he chooses, whether the same are competitive with the Company or otherwise, without having or incurring any obligation to offer any interest in such activities to the Company.

ARTICLE 6.
OFFICERS

6.1.Number.  The officers of the Company shall be a president and a secretary, each of whom shall be appointed by the Managers. The Managers may appoint, at their option, a chairman, one or more vice presidents (the number thereof to be determined by the Managers), a treasurer, and such other officers and assistant officers as may be deemed appropriate. Any two (2) or more offices may be held by the same individual.

6.2. Authority.  All officers and agents of the Company shall have full authority to perform such duties in the management of the Company as may be provided in this Agreement, or as may be determined by the Managers not inconsistent with this Agreement. All officers and agents of the Company are subject in all matters to the supervisory control of the Managers and only the Managers have authority to make policy decisions on behalf of the Company.

6.3.Appointment and Term of Office.  Officers shall be appointed by the Managers at the annual meeting of the Managers.  If the appointment of officers shall not occur at such meeting, such appointment shall occur as soon thereafter as is convenient.  Each officer shall hold office until his successor shall have been duly appointed and shall have qualified or until his death or until his resignation or his removal from office in the manner hereinafter provided.

6.4.Removal.  Any officer or agent appointed by the Managers may be removed, with or without cause and without notice or hearing, by the Managers whenever in the Managers’ judgment the best interest of the Company will be served thereby.  Such removal shall be without prejudice to the contract rights, if any, of the person so removed.  Appointment of an officer shall not of itself create any contractual rights. Written notice of the removal of an officer or agent shall be delivered personally or by certified mail directly to such officer’s or agent’s last known address.

6.5.Resignation.  Any officer may resign at any time by giving oral or written notice to the Managers or to a Senior Officer or to the Secretary.  Unless otherwise specified in the

8

notice, the resignation shall take effect upon receipt thereof and acceptance of such resignation shall not be necessary to make it effective.

6.6.Vacancies.  A vacancy in any office because of death, resignation, removal, disqualification or otherwise, may be filled by the Managers for the unexpired portion of the term.

6.7.Chairman.  The Chairman, if one is appointed by the Managers, shall be the chief executive officer of the Company, shall have general control of the business and affairs of the Company, shall see that all orders and decisions of the Managers are carried into effect, and shall perform such other duties and have such other authority and powers as the Managers may from time to time prescribe.

6.8.President.  Subject to such supervisory powers, if any, as may be given by the Managers to the Chairman, the President shall have general and active management and control of the business and affairs of the Company, and shall have such other powers and duties as may be prescribed by the Managers or this Agreement.  If no Chairman has been elected, the President shall be the chief executive officer.  Within this authority and in the course of his duties, the President shall:

(a)have all the powers and functions of the Chairman during his absence, disability, or refusal to act, or in the absence of the establishment of such an office by the Managers;

(b)have all the powers and functions of the Treasurer in the absence of the establishment of such an office by the Managers;

(c)when authorized by the Managers or required by law, execute, in the name of the Company, deeds, conveyances, notices, leases, checks, drafts, bills of exchange, warrants, promissory notes, bonds, debentures, contracts, and other papers and instruments in writing and, unless the Managers shall order otherwise, make such contracts as the ordinary conduct of the Company’s business may require;

(d)appoint and remove, employ and discharge, and prescribe the duties and fix the compensation of all agents, employees, and clerks of the Company other than the duly appointed officers, subject to the approval of the Managers, and supervise, subject to the direction of the Managers, all of the officers, agents, and employees of the Company; and

(e)unless otherwise directed by the Managers, attend all meetings of the owners of any domestic or foreign limited liability company or other entity in which the Company holds an ownership interest, and act and vote on behalf of the Company at those meetings, either in person or by substitute appointed by the President.

6.9.Vice Presidents.  In the absence of the President or in the event of his death, inability or refusal to act, the Vice President (or in the event there be more than one Vice President, the Vice Presidents in the order designated at the time of their election, or in the absence of any designation, then in the order of their election), if one (or more) is appointed by

9

the Managers, shall perform the duties of the President, and when so acting, shall have all the powers of and be subject to all the restrictions upon the President. Any Vice President shall perform such other duties as from time to time may be assigned to him by a Senior Officer or by the Managers.

6.10.Secretary.  The Secretary shall:

(a)keep at the principal office of the Company, or such other place as the Managers may order, the minute book of the Company;

(b)keep the originals or copies of all records required to be kept and maintained pursuant to the Act;

(c)assure that all notices are duly given in accordance with the provisions of this Agreement or as required by law;

(d)be custodian of the Company’s records;

(e)perform any and all other duties described in this Agreement;

(f)assure that the books, reports, statements, certificates and all other documents and records required by law are properly kept and filed; and

(g)in general perform all duties as from time to time may be assigned to him by a Senior Officer or by the Managers.

6.11.Treasurer.  The Treasurer, if one is appointed by the Managers, shall:

(a)have charge and custody of and be responsible for all funds and securities of the Company;

(b)keep full and accurate accounts of receipts and disbursements in the Company’s books;

(c)deposit all money and other valuables in the name and to the credit of the Company in such depositories as may be designated by the Managers;

(d)disburse the finds of the Company as may be ordered or authorized by the Managers and preserve proper vouchers for such disbursements;

(e)render to the Senior Officers and the Managers whenever any one or more of the Senior Officers or the Managers requires it, an account of all his transactions as Treasurer and of the financial condition of the Company;

(f)render a full financial report following the close of the Company’s fiscal year;

(g)be furnished by all officers and agents, at his request, such reports and statements as he may require as to all financial transactions of the Company; and

10

(h)in general, perform all of the duties as from time to time may be assigned to him by a Senior Officer or the Managers.

If required by the Managers, the Treasurer shall give a bond for the faithful discharge of his duties in such sum and with such surety or sureties as the Managers shall determine.

6.12.Assistant Secretaries.  The assistant secretaries, in general, shall perform such duties as shall be assigned to them by the Secretary or by a Senior Officer or by the Managers.

6.13.Assistant Treasurers.  The assistant treasurers shall, if required by the Managers, give bonds for the faithful discharge of their duties in such sums and with such sureties as the Managers shall determine. The assistant treasurers, in general, shall perform such duties as shall be assigned to them by the Treasurer or by a Senior Officer or by the Managers.

6.14.Compensation.  The compensation of the officers shall be fixed from time to time by the Managers.

6.15.Sureties and Bonds.  The Managers may require any officer or agent of the Company to execute in favor of the Company a bond, in such sum and with such surety or sureties as the Managers may direct, conditioned upon the faithful performance of his duties to the Company and including responsibility for negligence and for the accounting for all property, funds or securities of the Company which may come into his hands.

ARTICLE 7.
COMPANY PROPERTY

7.1.Ownership of Company Property.  All Company Property shall be deemed owned by the Company as an entity, and the Managers shall not, individually, have any ownership interest in the Company Property.  All Company Property shall be held and conveyed in the name of the Company, unless the Managers determines that the Company Property should be acquired and conveyed in the name of one or more Person or Persons as nominee for the Company.

7.2.Nominees.  In the event the Managers determine that the Company Property should be held in the name of a nominee, the Company and the nominee shall place a written declaration of trust in the Company’s books and records acknowledging the nominee’s capacity and the Company as the true owner of the Company Property. In the event the Member acts as a nominee for Company Property, the Member shall not have an interest in the Company Property held by the Member as nominee nor be liable for any Company debt in excess of that attributable to the Member’s limited liability company interest.

ARTICLE 8.
DISSOLUTION

8.1.Dissolution.  The Company shall be dissolved upon the decision of the Member to dissolve the Company.  No other event, including an event described in Section 18-801 of the Act, will cause the Company to dissolve.

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8.2.Liquidation and Termination.  On dissolution of the Company, the Managers shall act as liquidator or shall appoint one or more Person or Persons as liquidator. The liquidator shall proceed diligently to wind up the affairs of the Company and make final distributions as provided herein and in the Act.  The costs of liquidation shall be borne asa Company expense.  Until final distribution, the liquidator shall continue to operate the Company Property with all of the power and authority of the Member. All distributions in kind (if any) to the Member shall be made subject to the liability of the Member for costs, expenses, and liabilities theretofore incurred or for which the Company has committed prior to the date of termination and those costs, expenses and liabilities shall be allocated to the Member. The distribution of cash and/or property to the Member in accordance with the provisions of this Section 8.2 constitutes a complete return to the Member of its capital contributions and a complete distribution to the Member of its limited liability company interest in all the Company’s Property.

8.3.Certificate of Cancellation.  On completion of the distribution of the Company’s assets as provided herein, the Company is terminated and the Member (or such other Person or Persons as the Act may require or permit) shall file a Certificate of Cancellation with the Secretary of Delaware, cancel any other filings made pursuant to Section 2.7, and take such other actions as may be necessary to terminate the Company.

ARTICLE 9.
GENERAL PROVISIONS

9.l.Books and Records.  The Company shall keep and maintain, at the expense of the Company, such records that the Company is required to maintain under the Act. Such records shall be kept and maintained, or made available, at the principal office of the Company as required by the Act.

9.2.Invalid Provision.  The provisions set forth in this Agreement are severable, and the invalidity or unenforceability of any particular provision of this Agreement shall not affect the other provisions hereof, and this Agreement shall be construed in all respects as if such invalid or unenforceable provisions were omitted and, in lieu of each invalid or unenforceable provision, there will be added automatically as a part of this Agreement a provision as similar in terms to the invalid or unenforceable provision as may be possible and be valid and enforceable.

9.3.Counterparts.  While this Agreement may be executed in multiple counterparts, each fully executed copy shall, for all purposes, be deemed to be the original, but all of such executed counterparts shall be deemed to constitute but one and the same agreement.

9.4.Table of Contents; Captions.  The table of contents and the titles of the articles and sections in this Agreement have been inserted as a matter of convenience of reference only and do not affect the meaning of or construction of any of the terms or provisions in this Agreement.

9.5.Successors and Assigns.  The provisions of this Agreement shall be binding on and inure to the benefit of the Member, and its successors, and assigns.

9.6.Waiver.  No failure by the Member or the Company to insist upon strict performance of any covenant, duty, agreement, or condition of this Agreement or to exercise any

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right or remedy as a result of a breach thereof shall constitute a waiver of such breach or by any covenant, duty, agreement, or condition.

9.7.Number and Gender.  Whenever the context so requires, all words used in this Agreement in any gender will be deemed to include the masculine, feminine, and neuter gender, and all singular words will include the plural and all plural words will include the singular.

9.8.Checks and Drafts.  All checks, drafts or other orders for the payment of money, notes or other evidences of indebtedness issued in the name of the Company, shall be signed by such agent or agents of the Company and in such manner as shall from time to time be determined by the Managers.

9.9.Notices.  All notices given under this Agreement shall be deemed to have been given or made (a) if delivered in person, upon actual receipt, (b) if mailed, three (3) days after deposit in the United States mail, certified mail, return receipt requested, postage prepaid, (c) if delivered by overnight delivery service or by telegraph or cable, the day after delivery to the overnight delivery service, the telegraph company or the cable company, or (d) if sent by telex or facsimile to a telex or facsimile machine owned or operated by a party, when so sent. Notwithstanding the foregoing, notices of change of address shall become effective only upon actual receipt.

9.10.Governing Law; Severability.  THIS AGREEMENT IS GOVERNED BY AND SHALL BE CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF DELAWARE, EXCLUDING ANY CONFLICT-OF-LAWS RULE OR PRINCIPLE THAT MIGHT REFER THE GOVERNANCE OF THE CONSTRUCTION OF THIS AGREEMENT TO THE LAW OF ANOTHER JURISDICTION. In the event of a direct conflict between the provisions of this Agreement and (a) any provision of the Certificate of Formation, or (b) any mandatory provision of the Act, the applicable provision of the Certificate of Formation or the Act shall control.

9.11.Notice to Member of Provisions of this Agreement.  By executing this Agreement, the Member acknowledges that it has actual notice of (a) all of the provisions of this Agreement, and (b) all of the provisions of the Certificate of Formation.  The Member hereby agrees that this Agreement constitutes adequate notice of all such provisions, and the Member hereby waives any requirement that any further notice thereunder be given.

9.12.Entire Agreement.  This Agreement constitutes the entire agreement of the Member relating to the Company and supersedes all prior contracts or agreements with respect to the Company, whether oral or written.

9.13.Amendment of Agreement.  This Agreement may be altered, amended or repealed and a new Agreement entered into exclusively by the Member.

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EXECUTED effective as of the Effective Date.

MEMBER
AOR Management Company of Virginia, Inc.
By:	/s/	Phillip H. Watts
		Phillip H. Watts,
		Vice President

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EX-3.32(A)

Exhibit 3.32(a)

CERTIFICATE OF FORMATION

OF

PENNSYLVANIA PHARMACEUTICAL SERVICES, LLC

The undersigned natural person of the age of eighteen (18) years or more, being an authorized person under the Delaware Limited Liability Company Act, hereby executes this Certificate of Formation.

1.             NAME.  The name of the limited liability company is PENNSYLVANIA PHARMACEUTICAL SERVICES, LLC.

2.             REGISTERED OFFICE.  The address of the limited liability company’s registered office is 1209 Orange Street, Wilmington, Delaware 19801.

3.             REGISTERED AGENT.  The name and address of the limited liability company’s registered agent is The Corporation Trust Company, 1209 Orange Street, Wilmington, Delaware 19801.

IN WITNESS WHEREOF, the undersigned has executed this Certificate of Formation of PENNSYLVANIA PHARMACEUTICAL SERVICES, LLC this 29^th day of August 2003.

By:	/s/	Phillip H. Watts
		Phillip H. Watts
		Authorized Person

State of Delaware

Secretary of State

Division of Corporations

Delivered 09:33 AM 08/29/2003

FILED 09:26 AM 08/29/2003

SRV 030561827 - 3698009 FILE

EX-3.32(B)

Exhibit 3.32(b)

LIMITED LIABILITY COMPANY AGREEMENT

OF

PENNSYLVANIA PHARMACEUTICAL SERVICES, LLC

A Delaware Limited Liability Company

TABLE OF CONTENTS

ARTICLE 1.		DEFINITIONS
	1.1.	Definitions
	1.2.	Terms Defined in Act
	1.3.	Words of Inclusion
	1.4.	Section and Article References
	2.1.	Formation of Limited Liability Company
	2.2.	Name
	2.3.	Purposes; Powers
	2.4.	Term
	2.5.	Principal Office
	2.6.	Regional Office and Registered Agent
	2.7.	Other Documents and Acts
ARTICLE 3.		SINGLE MEMBER LIMITED LIABILITY COMPANY
	3.1.	Initial Member
	3.2.	No Additional Members
	3.3.	Liability to Third Parties
	3.4.	Liability to Company
	3.5.	Indemnification
	3.6.	Independent Activities
ARTICLE 4.		CAPITAL DISTRIBUTIONS
	4.1.	Initial Contributions
	4.2.	Additional Funds
	4.3.	Limited Liability of Member
	4.4.	Loans
	4.5.	Distributions
ARTICLE 5.		MANAGEMENT
	5.1.	General Powers of Managers
	5.2.	Limitations on Power and Authority of Mangers
	5.3.	Number; Qualifications
	5.4.	Designation of Managers
	5.5.	Change in Number
	5.6.	Removal
	5.7.	Resignation
	5.8.	Vacancies
	5.9.	Annual Meetings
	5.10.	Regular Meetings
	5.11.	Special Meetings
	5.12.	Place of Meetings
	5.13.	Notice of Meetings
	5.14.	Quorum
	5.15.	Manner of Acting

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	5.16.	Order of Business
	5.17.	Compensation
	5.18.	Liability to Third Parties
	5.19.	Indemnification
	5.20.	Independent of Activities
ARTICLE 6.		OFFICERS
	6.1.	Number
	6.2.	Authority
	6.3.	Appointment and Term of Office
	6.4.	Removal
	6.5.	Resignation
	6.6.	Vacancies
	6.7.	Chairman
	6.8.	President
	6.9.	Vice Presidents
	6.10.	Secretary
	6.11.	Treasurer
	6.12.	Assistant Secretaries
	6.13.	Assistant Treasurers
	6.14.	Compensation
	6.15.	Sureties and Bonds
ARTICLE 7.		COMPANY PROPERTY
	7.1.	Ownership of Company Property
	7.2.	Nominees
ARTICLE 8.		DISSOLUTION
	8.1.	Dissolution
	8.2.	Liquidation and Termination
	8.3.	Certificate of Cancellation
ARTICLE 9.		GENERAL PROVISIONS
	9.1.	Books and Records
	9.2.	Invalid Provision
	9.3.	Counterparts
	9.4.	Table of Contents; Captions
	9.5.	Successors and Assigns
	9.6.	Waiver
	9.7.	Number and Gender
	9.8.	Checks and Drafts
	9.9.	Notices
	9.10.	Governing, Law; Severability
	9.11.	Notice to Member of Provisions of this Agreement
	9.12.	Entire Agreement
	9.13.	Amendment of Agreement

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LIMITED LIABILITY COMPANY AGREEMENT

OF

PENNSYLVANIA PHARMACEUTICAL SERVICES, LLC

A Delaware Limited Liability Company

THIS LIMITED LIABILITY COMPANY AGREEMENT OF PENNSYLVANIA PHARMACEUTICAL SERVICES, LLC dated as of August 29, 2003 (the “Effective Date”), is entered into by AOR Management Company of Pennsylvania, Inc., a Delaware corporation, as the sole Member of the Company.

ARTICLE 1.
DEFINITIONS

1.1.Definitions.  When used in this Agreement, the following words and phrases shall have the respective meanings specified in this Article 1 or in the section referred to unless a different meaning is clearly required by the context:

Act means the Delaware Limited Liability Company Act, as amended from time to time, or any corresponding provision or provisions of succeeding law.

Agreement means this limited liability company agreement as originally executed and as amended from time to time.

Certificate of Formation means the Certificate of Formation of the Company filed with the Secretary of State of Delaware, as amended from time to time.

Company means the limited liability company formed pursuant to the Certificate of Formation.

Company Property means all real and personal property from time to time owned by the Company.

Managers means, initially, R. Dale Ross and Bruce D. Broussard, and thereafter, those persons who are designated as managers of the Company pursuant to this Agreement.

Member means AOR Management Company of Pennsylvania, Inc., a Delaware corporation.

Person means a natural person, partnership (whether general or limited and whether domestic or foreign), limited liability company, foreign limited liability company, trust, estate, association, corporation, custodian, nominee or any other individual or entity in its own or any representative capacity.

Senior Officers means the Chairman (if the office of Chairman is filled) and the President.

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1.2.Terms Defined in Act.  Terms defined in the Act and used in this Agreement shall have the meanings provided in the Act unless otherwise defined in this Agreement or unless the context otherwise requires.

1.3.Words of Inclusion.  When used in this Agreement, the word “including” shall mean “including without limitation.”

1.4.Section and Article References.  References in this Agreement to specific sections and articles refer to sections and articles of this Agreement unless otherwise stated.

ARTICLE 2.

ORGANIZATION

2.1.Formation of Limited Liability Company.  The Company has been formed as a Delaware limited liability company pursuant to the Act, effective upon the filing of the Certificate of Formation with the Secretary of State of Delaware. Except as provided to the contrary in this Agreement, the management of the affairs of the Company and the rights and obligations of the Member shall be governed by the provisions of the Act.

2.2.Name.  The name of the Company is Pennsylvania Pharmaceutical Services, LLC. The Managers may adopt one or more fictitious names for use by the Company from time to time, and shall make all filings required under applicable law in connection with any change in the name of the Company or the adoption or use of any fictitious name by the Company.

2.3.Purposes; Powers.  The purpose of the Company shall be to transact any or all lawful business for which limited liability companies may be formed under the Act. The Company shall have the power to do everything necessary, advisable, proper or convenient for the accomplishment of its purpose, subject to the provisions of this Agreement and applicable law.

2.4.Term.  The Company commenced effective upon the filing of the Certificate of Formation with the Secretary of State of Delaware, and shall continue in existence until terminated as provided in this Agreement.

2.5.Principal Office.  The principal office of the Company where records are to be kept or made available shall be at 16825 Northchase Drive, Suite 1300, Houston, Texas 77060. The Managers may change the principal place of business of the Company from time to time and may establish, maintain and abandon one or more additional places of business of the Company.

2.6.Registered Office and Registered Agent.  The Company shall have and continuously maintain in the State of Delaware:

(a)A registered office which may be, but need not be, the same as its place of business; and

(b)A registered agent who has a business office identical with such registered office and who is either (i) an individual resident of the State of Delaware, or (ii) a domestic corporation, or a domestic limited partnership, or a domestic limited liability

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company, or a domestic business trust, or a foreign corporation, or a foreign limited partnership, or a foreign limited liability company authorized to do business in the State of Delaware.

The address of the initial registered office of the Company and the name of the Company’s initial registered agent are set forth in the Certificate of Formation. The Managers may change the registered office and the registered agent of the Company from time to time.

2.7.Other Documents and Acts.  The Member shall execute and deliver such additional documents and perform such additional acts consistent with the terms of this Agreement as may be necessary to comply with the requirements of law for the formation, qualification, and operation of a limited liability company in the State of Delaware and in each jurisdiction in which the Company shall conduct business.

ARTICLE 3.

SINGLE MEMBER LIMITED LIABILITY COMPANY

3.1.Initial Member.  The initial Member of the Company is AOR Management Company of Pennsylvania, Inc., which is admitted to the Company contemporaneously with its execution of this Agreement and the making of its initial capital contribution. The initial Member’s address is 16825 Northchase Drive, Suite 1300, Houston, Texas 77060.

3.2.No Additional Members.  The Company is intended to be a single member limited liability company. No additional Persons may be admitted to the Company as members unless and until this Agreement has been amended to provide for additional members.

3.3.Liability to Third Parties.  Except as otherwise provided by the Act, the Member shall not be obligated personally for any debt, obligation or liability of the Company, whether arising in contract, tort or otherwise, solely by reason of being a member of the Company.

3.4.Liability to Company.  Neither the Member nor any of its officers, directors, employees or agents, shall be liable, responsible or accountable to the Company in damages or otherwise for any act or omission of the Member or any of its officers, directors, employees or agents in connection with acts carried out on behalf of the Company SPECIFICALLY INCLUDING THE MEMBER’S OR ANY OF ITS OFFICER’S, DIRECTOR’S, EMPLOYEE’S OR AGENT’S SOLE, PARTIAL OR CONCURRENT NEGLIGENCE, provided the Member or any of its officers, directors, employees or agents shall be liable for any material breach of any obligation under this Agreement or for fraud, willful misconduct or gross negligence committed toward the Company.

3.5.Indemnification.  The Company shall and does hereby indemnify and hold harmless the Member and each of its officers, directors, employees and agents from any loss, damage, claim or liability, including reasonable attorneys’ fees and expenses, that they may incur by reason of any act, or failure to act, performed on behalf of the Company in the furtherance of the Company’s interests to the fullest extent permitted by the Act; provided in no event shall the Company indemnify the Member or its officers, directors, employees or agents for any act or performance which is a material breach of any obligation under this Agreement or the Member’s or its officer’s, director’s, employee’s or agent’s respective act of fraud, willful misconduct or

3

gross negligence. It is the express intent of this Section 3.5 to provide an indemnity to the Member and its officers, directors, employees and agents for their acts or omissions of negligence or comparative negligence or contributory negligence or similar liability SPECIFICALLY INCLUDING THE INDEMNIFIED PERSON’S SOLE, PARTIAL OR CONCURRENT NEGLIGENCE.

3.6.Independent Activities.  The Member may, notwithstanding this Agreement, engage in whatever activities it chooses, whether the same are competitive with the Company or otherwise, without having or incurring any obligation to offer any interest in such activities to the Company.

ARTICLE 4.

CAPITAL; DISTRIBUTIONS

4.1.Initial Contributions.  The Member has made an initial contribution to the capital of the Company of $1,000.00 in cash.

4.2.Additional Funds.  Any additional funds required by the Company to meet its cash requirements may be provided by capital contributions from the Member or borrowed by the Company on terms and conditions and from one or more Persons as the Company deems appropriate. The Member shall not have any obligation to advance (either as a loan or a capital contribution) any additional funds to the Company. Nothing in this Section 4.2 is intended or will be deemed to benefit any creditor of the Company, and no creditor of the Company will be entitled to require the Company to solicit or accept any loan or additional capital contribution for the Company or to enforce any right which the Company may have against the Member under this Agreement or otherwise.

4.3.Limited Liability of Member.  Without limiting the generality of Section 4.2, the Member shall not be obligated to make any capital contribution to the Company, or otherwise to provide funds to the Company.

4.4.Loans.  The Member may, but shall not be obligated to, loan funds to the Company at an interest rate and upon terms determined by the Company and the Managers. Loans by the Member to the Company shall not be considered contributions to the capital of the Company, and as to any funds so loaned, the Member shall be deemed a creditor of the Company and shall be entitled to be paid principal and interest thereon without regard to the profits of the Company.

4.5.Distributions.  Distributions from the Company to the Member shall be made at such times and in such amounts as may be determined by the Managers.

ARTICLE 5.

MANAGEMENT

5.1.General Powers of Managers.  Management of the Company is vested in the Managers. The powers of the Company shall be exercised by or under the authority of, and the business and affairs of the Company shall be managed under the direction of the Managers, subject to limitations imposed by law, the Certificate of Formation, or this Agreement.

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5.2.Limitations on Power and Authority of Managers.  Without the consent of the Member, the Managers shall not have the right or power to do any of the following:

(a)Engage in any act in contravention of this Agreement.

(b)Engage in any act which would make it impossible to carry on the ordinary business of the Company.

(c)Confess a judgment against the Company.

(d)Possess Company Property or assign the Company’s rights in specific Company Property for other than a Company purpose.

(e)Cause the Company to be merged with one or more domestic or foreign limited liability companies or any other business entity, or to convert into another form of business entity, or to enter into an agreement to do any of the foregoing.

(f)Authorize the Company to sell all or substantially all of its assets.

(g)Amend the Certificate of Formation.

(h)Change the status of the Company from one in which management is vested in the Managers to one in which management is reserved to the Members.

(i)Assign all or any part of the Company Property in trust for creditors or on the assignee’s promise to pay the debts of the Company.

(j)Submit a claim or liability of the Company to arbitration or reference.

(k)Make, execute or deliver for the Company any bond, mortgage, deed of trust, guaranty, indemnity bond, surety bond, or accommodation paper or accommodation endorsement.

(l)Borrow money in the Company’s name, lend money on behalf of the Company, or use the Company Property as collateral.

(m)Assign, transfer, pledge, compromise or release any claim of or debt owing to the Company except upon payment in full.

(n)Do any of the acts for which the consent of the Member is required by other sections of this Agreement without obtaining such consent.

5.3.Number; Qualifications.  The number of Managers is two (2) until otherwise changed pursuant to this Agreement. Managers need not be residents of any particular state, but must be individuals.

5.4.Designation of Managers.  The Managers shall be designated by the Member in writing from time to time. Each Manager shall hold office until his successor shall have been duly designated and shall have qualified or until his death or until his resignation or his removal

5

from office in the manner hereinafter provided. R. Dale Ross and Bruce D. Broussard are named by the Member as the initial Managers of the Company.

5.5.Change in Number.  The number of Managers may be increased or decreased from time to time by written resolution of the Member. The designation in writing of a lesser or greater member of Managers than the number fixed in this Agreement or last fixed by resolution of the Member shall be deemed to decrease or increase automatically the number of Managers to the number designated.

5.6.Removal.  All the Managers, or any individual Manager, may be removed from office, with or without cause and without notice or hearing, by the Member. Written notice of the removal of a Manager shall be delivered personally or by certified mail directly to such Manager’s last known address.

5.7.Resignation.  Any Manager may resign at any time by giving oral or written notice to the Managers or to a Senior Officer or to the Secretary. Unless otherwise specified in the notice, the resignation shall take effect upon receipt thereof and acceptance of the resignation shall not be necessary to make it effective.

5.8.Vacancies.  Any vacancy occurring in the Managers may be filled by the Member.

5.9.Annual Meetings.  The annual meeting of the Managers shall be held during the month of April of each year on such day and at such time as shall be specified in written notice thereof given by the Member. At such meeting, the Managers shall appoint the officers of the Company and may transact any other business as may lawfully come before the meeting. In the event that the annual meeting is not held within such month, the Managers shall prescribe the date and time for the annual meeting to be held as soon thereafter as practicable, and any business transacted or elections held at such meeting shall be valid as if transacted or held during such month.

5.10.Regular Meetings.  The Managers may provide by resolution the time and place for the holding of additional regular meetings without other notice than that provided by the adoption of such resolution.

5.11.Special Meetings.  Special meetings of the Managers may be called by or at the request of a Senior Officer or any of the Managers. The person or persons authorized to call special meetings of the Managers may fix the place for holding any special meetings of the Managers called by them.

5.12.Place of Meetings.  Meetings of the Managers, annual, regular or special, may be held within or without the State of Delaware.

5.13.Notice of Meetings.  Regular meetings of the Managers may be held without notice as provided in this Agreement. Notice of any annual or special meeting of the Managers shall be given no less than five (5) days prior to the meeting by written notice delivered personally or mailed to each Manager at his business or residence address, or by telegram. The attendance of a Manager at a meeting shall constitute a waiver of notice of such meeting, except

6

when a Manager attends a meeting for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened.  Neither the business to be transacted at, nor the purpose of, any meeting of the Managers need be specified in the notice or waiver of notice of such meeting.

5.14.Quorum.  A majority of the number of Managers fixed in accordance with this Agreement shall constitute a quorum for the transaction of business at any meeting of the Managers, but if less than such majority is present at a meeting, a majority of the Managers present may adjourn the meeting from time to time without notice, other than announcement at the meeting, until a quorum is present.

5.15.Manner of Acting.  The act of the majority of the Managers shall be the act of the Managers unless the act of a greater number is required by law or by the Certificate of Formation or by this Agreement.  Any reference in this Agreement to any action taken by the Managers shall mean the act of the majority of the Managers.

5.16.Order of Business.  The suggested order of business at meetings of the Managers shall be as follows:

(a)Call to order.

(b)Presentation of proof of due notice of the meeting, if required by this Agreement (or waiver thereof).

(c)Announcement of a quorum.

(d)Reading (or waiver thereof) and approval of minutes of previous meeting.

(e)Announcements.

(f)Reports of officers.

(g)Unfinished business.

(h)New business (including, if applicable, election of officers and declaration of distributions).

(i)Adjournment.

5.17.Compensation.  By resolution of the Managers, each Manager may be paid his expenses, if any, of attendance at each meeting of the Managers, and may be paid a fixed sum for attendance at each meeting of the Managers or a stated salary as Manager.  No such payment shall preclude any Manager from serving the Company in any other capacity and receiving compensation therefor.

5.18.Liability to Third Parties.  Except as otherwise provided by the Act, no Manager shall be obligated personally for any debt, obligation or liability of the Company, whether arising in contract, tort or otherwise, solely by reason of acting as a manager of the Company.

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5.19.Indemnification.   The Company shall and does hereby indemnify and hold harmless each Manager from any loss, damage, claim or liability, including reasonable attorneys’ fees and expenses, that he may incur by reason of any act, or failure to act, performed on behalf of the Company in the furtherance of the Company’s interests to the fullest extent permitted by the Act; provided in no event shall the Company indemnify a Manager for any act or performance which is a material breach of any obligation under this Agreement or the Manager’s act of fraud, willful misconduct or gross negligence.  It is the express intent of this Section 5.19 to provide an indemnity to each Manager for his acts or omissions of negligence or comparative negligence or contributory negligence or similar liability SPECIFICALLY INCLUDING THE INDEMNIFIED PERSON’S SOLE, PARTIAL OR CONCURRENT NEGLIGENCE.

5.20.Independent Activities.  A Manager may, notwithstanding this Agreement, engage in whatever activities he chooses, whether the same are competitive with the Company or otherwise, without having or incurring any obligation to offer any interest in such activities to the Company.

ARTICLE 6.

OFFICERS

6.1.Number.  The officers of the Company shall be a president and a secretary, each of whom shall be appointed by the Managers.  The Managers may appoint, at their option, a chairman, one or more vice presidents (the number thereof to be determined by the Managers), a treasurer, and such other officers and assistant officers as may be deemed appropriate.  Any two (2) or more offices may be held by the same individual.

6.2.Authority.  All officers and agents of the Company shall have full authority to perform such duties in the management of the Company as may be provided in this Agreement, or as may be determined by the Managers not inconsistent with this Agreement.  All officers and agents of the Company are subject in all matters to the supervisory control of the Managers and only the Managers have authority to make policy decisions on behalf of the Company.

6.3.Appointment and Term of Office.  Officers shall be appointed by the Managers at the annual meeting of the Managers.  If the appointment of officers shall not occur at such meeting, such appointment shall occur as soon thereafter as is convenient.  Each officer shall hold office until his successor shall have been duly appointed and shall have qualified or until his death or until his resignation or his removal from office in the manner hereinafter provided.

6.4.Removal.  Any officer or agent appointed by the Managers may be removed, with or without cause and without notice or hearing, by the Managers whenever in the Managers’ judgment the best interest of the Company will be served thereby.  Such removal shall be without prejudice to the contract rights, if any, of the person so removed.  Appointment of any officer shall not of itself create any contractual rights.  Written notice of the removal of an officer or agent shall be delivered personally or by certified mail directly to such officer’s or agent’s last known address.

6.5.Resignation.  Any officer may resign at any time by giving oral or written notice to the Managers or to a Senior Officer or to the Secretary.  Unless otherwise specified in the

8

notice, the resignation shall take effect upon receipt thereof and acceptance of such resignation shall not be necessary to make it effective.

6.6.Vacancies.  A vacancy in any office because of death, resignation, removal, disqualification or otherwise, may be filled by the Managers for the unexpired portion of the term.

6.7.Chairman.  The Chairman, if one is appointed by the Managers, shall be the chief executive officer of the Company, shall have general control of the business and affairs of the Company, shall see that all orders and decisions of the Managers are carried into effect, and shall perform such other duties and have such other authority and powers as the Managers may from time to time prescribe.

6.8.President.  Subject to such supervisory powers, if any, as may be given by the Managers to the Chairman, the President shall have general and active management and control of the business and affairs of the Company, and shall have such other powers and duties as may be prescribed by the Managers or this Agreement. If no Chairman has been elected, the President shall be the chief executive officer.  Within this authority and in the course of his duties, the President shall:

(a)have all the powers and functions of the Chairman during his absence, disability, or refusal to act, or in the absence of the establishment of such an office by the Managers;

(b)have all the powers and functions of the Treasurer in the absence of the establishment of such an office by the Managers;

(c)when authorized by the Managers or required by law, execute, in the name of the Company, deeds, conveyances, notices, leases, checks, drafts, bills of exchange, warrants, promissory notes, bonds, debentures, contracts, and other papers and instruments in writing and, unless the Managers shall order otherwise, make such contracts as the ordinary conduct of the Company’s business may require;

(d)appoint and remove, employ and discharge, and prescribe the duties and fix the compensation of all agents, employees, and clerks of the Company other than the duly appointed officers, subject to the approval of the Managers, and supervise, subject to the direction of the Managers, all of the officers, agents, and employees of the Company; and

(e)unless otherwise directed by the Managers, attend all meetings of the owners of any domestic or foreign limited liability company or other entity in which the Company holds an ownership interest, and act and vote on behalf of the Company at those meetings, either in person or by substitute appointed by the President.

6.9.Vice Presidents.  In the absence of the President or in the event of his death, inability or refusal to act, the Vice President (or in the event there be more than one Vice President, the Vice Presidents in the order designated at the time of their election, or in the absence of any designation, then in the order of their election), if one (or more) is appointed by

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the Managers, shall perform the duties of the President, and when so acting, shall have all the powers of and be subject to all the restrictions upon the President.  Any Vice President shall perform such other duties as from time to time may be assigned to him by a Senior Officer or by the Managers.

6.10.Secretary.  The Secretary shall:

(a)keep at the principal office of the Company, or such other place as the Managers may order, the minute book of the Company;

(b)keep the originals or copies of all records required to be kept and maintained pursuant to the Act;

(c)assure that all notices are duly given in accordance with the provisions of this Agreement or as required by law;

(d)be custodian of the Company’s records;

(e)perform any and all other duties described in this Agreement;

(f)assure that the books, reports, statements, certificates and all other documents and records required by law are properly kept and field; and

(g)in general perform all duties as from time to time may be assigned to him by a Senior Officer or by the Managers.

6.11.Treasurer.  The Treasurer, if one is appointed by the Managers, shall:

(a)have charge and custody of and be responsible for all funds and securities of the Company;

(b)keep full and accurate accounts of receipts and disbursements in the Company’s books;

(c)deposit all money and other valuables in the name and to the credit of the Company in such depositories as may be designated by the Managers;

(d)disburse the finds of the Company as may be ordered or authorized by the Managers and Preserve proper vouchers for such disbursements;

(e)render to the Senior Officers and the Managers whenever any one or more of the Senior Officers or the Managers requires it, an account of all his transactions as Treasurer and of the financial condition of the Company;

(f)render a full financial report following the close of the Company’s fiscal year;

(g)be furnished by all officers and agents, at his request, such reports and statements as he may require as to all financial transactions of the Company; and

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(h)in general, perform all of the duties as from time to time may be assigned to him by a Senior Officer or the Managers.

If required by the Managers, the Treasurer shall give a bond for the faithful discharge of the duties in such sum and with such surety or sureties as the Managers shall determine.

6.12.Assistant Secretaries.  The assistant secretaries, in general, shall perform such duties as shall be assigned to them by the Secretary or by a Senior Officer or by the Managers.

6.13.Assistant Treasurers.  The assistant treasurers shall, if required by the Managers, give bonds for the faithful discharge of their duties in such sums and with such sureties as the Managers shall determine.  The assistant treasurers, in general, shall perform such duties as shall be assigned to them by the Treasurer or by a Senior Officer or by the Managers.

6.14.Compensation.  The compensation of the officers shall be fixed from time to time by the Managers.

6.15.Sureties and Bonds.  The Managers may require any officer or agent of the Company to execute in favor of the Company a bond, in such sum and with such surety or sureties as the Managers may direct, conditioned upon the faithful performance of his duties to the Company and including responsibility for negligence and for the accounting for all property, funds or securities of the Company which may come into his hands.

ARTICLE 7.

COMPANY PROPERTY

7.1.Ownership of Company Property.  All Company Property shall be deemed owned by the Company as an entity, and the Managers shall not, individually, have any ownership interest in the Company Property. All Company Property shall be held and conveyed in the name of the Company, unless the Managers determines that the Company Property should be acquired and conveyed in the name of one or more Person or Persons as nominee for the Company.

7.2Nominees.  In the event the Managers determine that the Company Property should be held in the name of a nominee, the Company and the nominee shall place a written declaration of trust in the Company’s books and records acknowledging the nominee’s capacity and the Company as the true owner of the Company Property.  In the event the Member acts as a nominee for Company Property, the Member shall not have an interest in the Company Property held by the Member as nominee nor be liable for any Company debt in excess of that attributable to the Member’s limited liability company interest.

AIRTICLE 8.

DISSOLUTION

8.1.Dissolution.  The Company shall be dissolved upon the decision of the Member to dissolve the Company. No other event, including an event described in Section 18-801 of the Act, will cause the Company to dissolve.

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8.2.Liquidation and Termination.  On dissolution of the Company, the Managers shall act as liquidator or shall appoint one or more Person or Persons as liquidator.  The liquidator shall proceed diligently to wind up the affairs of the Company and make final distributions as provided herein and in the Act.  The costs of liquidation shall be borne as a Company expense. Until final distribution, the liquidator shall continue to operate the Company Property with all of the power and authority of the Member.  All distributions in kind (if any) to the Member shall be made subject to the liability of the Member for costs, expenses, and liabilities theretofore incurred or for which the Company has committed prior to the date of termination and those costs, expenses and liabilities shall be allocated to the Member.  The distribution of cash and/or property to the Member in accordance with the provisions of this Section 8.2 constitutes a complete return to the Member of its capital contributions and a complete distribution to the Member of its limited liability company interest in all the Company’s Property.

8.3.Certificate of Cancellation.  On completion of the distribution of the Company’s assets as provided herein, the Company is terminated and the Member (or such other Person or Persons as the Act may require or permit) shall file a Certificate of Cancellation with the Secretary of Delaware, cancel any other filings made pursuant to Section 2.7, and take such other actions as may be necessary to terminate the Company.

ARTICLE 9.

GENERAL PROVISIONS

9.1.Books and Records.  The Company shall keep and maintain, at the expense of the Company, such records that the Company is required to maintain under the Act.  Such records shall be kept and maintained, or made available, at the principal office of the Company as required by the Act.

9.2.Invalid Provision.  The provisions set forth in this Agreement are severable, and the invalidity or unenforceability of any particular provision of this Agreement shall not affect the other provisions hereof, and this Agreement shall be construed in all respects as if such invalid or unenforceable provisions were omitted and, in lieu of each invalid or unenforceable provision, there will be added automatically as a part of this Agreement a provision as similar in terms to the invaild or unenforceable provision as may be possible and be valid and enforceable.

9.3.Counterparts.  While this Agreement may be executed in multiple counterparts, each fully executed copy shall, for all purposes, be deemed to be the original, but all of such executed counterparts shall be deemed to constitute but one and the same Agreement.

9.4.Table of Contents; Captions.  The table of contents and the titles of the articles and sections in this Agreement have been inserted as a matter of convenience of reference only and do not affect the meaning of or construction of any of the terms or provisions in this Agreement.

9.5.Successors and Assigns.  The provisions of this Agreement shall be binding on and inure to the benefit of the Member, and its successors, and assigns.

9.6.Waiver.  No failure by the Member or the Company to insist upon strict performance of any covenant, duty, agreement, or condition of this Agreement or to exercise any

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right or remedy has  a result of  a breach thereof shall constitute a waiver of such breach or by any covenant, duty, agreement, or condition.

9.7Number and Gender.  Whenever the context so requires, all words used in this Agreement in any gender will be deemed to include the masculine, feminine, and neuter gender, and all singular words will include the plural and all plural words will include the singular.

9.8.Checks and Drafts.  All checks, drafts or other orders for the payment of money, notes or other evidences of indebtedness issued in the name of the Company, shall be signed by such agents of the Company and in such manner as shall from time to time be determined by the Managers.

9.9.Notices.  All notices given under this Agreement shall be deemed to have been given or made (a) if delivered in person, upon actual receipt, (b) if mailed, three (3) days after deposit in the United States mail, certified mail, return receipt requested, postage prepaid, (c) if delivered by overnight delivery service or by telegraph or cable, the day after delivery to the overnight delivery service, the telegraph company or the cable company, or (d) if sent by telex or facsimile to a telex or facsimile machine owned or operated by a party, when so sent. Notwithstanding the foregoing, notices of change of address shall become effective only upon actual receipt.

9.10.Governing,Law; Severability.  THIS AGREEMENT IS GOVERNED BY AND SHALL BE CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF DELAWARE, EXCLUDING ANY CONFLICT-OF-LAWS RULE OR PRINCIPLE THAT MIGHT REFER THE GOVERNANCE OF THE CONSTRUCTION OF THIS AGREEMENT TO THE LAW OF ANOTHER JURISDICTION. In the event of a direct conflict between the provisions of this Agreement and (a) any provision of the Certificate of Formation, or (b) any mandatory provision of the Act, the applicable provision of the Certificate of Formation or the Act shall control.

9.11.Notice to Member of Provisions of this Agreement.  By executing this Agreement, the Member acknowledges that it has actual notice of (a) all of the provisions of this Agreement, and (b) all of the provisions of the Certificate of Formation. The Member hereby agrees that this Agreement constitutes adequate notice of all such provisions, and the Member hereby waives any requirement that any further notice thereunder be given.

9.12.Entire Agreement.  This Agreement constitutes the entire agreement of the Member relating to the Company and supersedes all prior contracts or agreements with respect to the Company, whether oral or written.

9.13.Amendment of Agreement.  This Agreement may be altered, amended or repealed and a new Agreement entered into exclusively by the Member.

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EXECUTED effective as of the Effective Date.

MEMBER
AOR Management Company of Pennsylvania, Inc.
By:	/s/   Phillip H. Watts
		Phillip H. Watts,
		Vice President

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EX-3.33(A)

Exhibit 3.33(a)

STATE OF DELAWARE

SECRETARY OF STATE

DIVISION OF CORPORATIONS

FILED 03:30 PM 12/31/2002

020811649 – 3609589

CERTIFICATE OF FORMATION

OF

SELECTPLUS, LLC

The undersigned natural person of the age of eighteen (18) years or more, being an authorized person under the Delaware Limited Liability Company Act, hereby executes this Certificate of Formation.

1.             NAME.  The name of the limited liability company is SELECTPLUS, LLC.

2.             REGISTERED OFFICE.  The address of the limited liability company’s registered office is 1209 Orange Street, Wilmington, Delaware 19801.

3.             REGISTERED AGENT.  The name and address of the limited liability company’s registered agent is the Corporation Trust Company, 1209 Orange Street, Wilmington, Delaware 19801.

IN WITNESS WHEREOF, the undersigned has executed this Certificate of Formation of SELECTPLUS, LLC this 30th day of December, 2002.

By:	/s/   Phillip H. Watts
		Phillip H. Watts
		Authorized Person

CERTIFICATE OF AMENDMENT

OF

SELECTPLUS, LLC

1.   The name of the limited liability company is SELECTPLUS, LLC.

2.   The Certificate of Formation of the limited liability company is hereby amended as follows: The name of the limited liability company is SelectPlus Oncology, LLC.

IN WITNESS WHEREOF, the undersigned has executed this Certificate of Amendment of SELECTPLUS, LLC this 7^th day of January, 2003.

/s/   Phillip H. Watts
	Phillip H. Watts
	Vice President

STATE OF DELAWARE

SECRETARY OF STATE

DIVISION OF CORPORATIONS

FILED 09:30 AM 01/09/2003

030015727 – 3609589

EX-3.33(B)

Exhibit 3.33(b)

LIMITED LIABILITY COMPANY AGREEMENT

OF

SELECTPLUS, LLC

A Delaware Limited Liability Company

TABLE OF CONTENTS

ARTICLE 1.	DEFINITIONS
1.1.	Definitions
1.2.	TermsDefined in Act
1.3.	Words of Inclusion
1.4.	Section and Article References
2.1.	Formation of Limited Liability Company
2.2.	Name
2.3.	Purposes; Powers
2.4.	Term
2.5.	Principal Office
2.6.	Registered Office and Registered Agent
2.7.	Other Documents and Acts
ARTICLE 3.	SINGLE MEMBER LIMITED LIABILITY COMPANY
3.1.	Initial Member
3.2.	No Additional Members
3.3.	Liability to Third Parties
3.4.	Liability to Company
3.5.	Indemnification
3.6.	Independent Activities
ARTICLE 4.	CAPITAL; DISTRIBUTIONS
4.1.	Initial Contributions
4.2.	Additional Funds
4.3.	Limited Liability of Member
4.4.	Loans
4.5.	Distributions
ARTICLE 5.	MANAGEMENT
5.1.	General Powers of Managers
5.2.	Limitations on Power and Authority of Managers
5.3.	Number; Qualifications
5.4.	Designation of Managers
5.5.	Change in Number
5.6.	Removal
5.7.	Resignation
5.8.	Vacancies
5.9.	Annual Meetings
5.10.	Regular Meetings
5.11.	Special Meetings
5.12.	Place of Meetings
5.13.	Notice of Meetings
5.14.	Quorum
5.15.	Manner of Acting

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5.16.	Order of Business
5.17.	Compensation
5.18.	Liability to Third Parties
5.19.	Indemnification
5.20.	Independent Activities
ARTICLE 6.	OFFICERS
6.1.	Number
6.2.	Authority
6.3.	Appointment and Term of Office
6.4.	Removal
6.5.	Resignation
6.6.	Vacancies
6.7.	Chairman
6.8.	President
6.9.	Vice Presidents
6.10.	Secretary
6.11.	Treasurer
6.12.	Assistant Secretaries
6.13.	Assistant Treasurers
6.14.	Compensation
6.15.	Sureties and Bonds
ARTICLE 7.	COMPANY PROPERTY
7.1.	Ownership of Company Property
7.2.	Nominees
ARTICLE 8.	DISSOLUTION
8.1.	Dissolution
8.2.	Liquidation and Termination
8.3.	Certificate of Cancellation
ARTICLE 9.	GENERAL PROVISIONS
9.1.	Books and Records
9.2.	Invalid Provision
9.3.	Counterparts
9.4.	Table of Contents; Captions
9.5.	Successors and Asssigns
9.6.	Waiver
9.7.	Number and Gender
9.8.	Checks and Drafts
9.9.	Notices
9.10.	Governing, Law; Severability
9.11.	Notice to Member of Provisions of this Agreement
9.12.	Entire Agreement
9.13.	Amendment of Agreement

ii

LIMITED LIABILITY COMPANY AGREEMENT

OF

SELECTPLUS, LLC

A Delaware Limited Liability Company

THIS LIMITED LIABILITY COMPANY AGREEMENT OF SELECTPLUS, LLC dated as of December 30, 2002 (the “Effective Date”), is entered into by US Oncology Corporate, Inc., a Delaware corporation, as the sole Member of the Company.

ARTICLE 1.

DEFINITIONS

1.1.Definitions.  When used in this Agreement, the following words and phrases shallhave the respective meanings specified in this Article 1 or in the section referred to unless adifferent meaning is clearly required by the context:

Act means the Delaware Limited Liability Company Act, as amended from time to time, or any corresponding provision or provisions of succeeding law.

Agreement means this limited liability company agreement as originally executed and as amended from time to time.

Certificate of Formation means the Certificate of Formation of the Company filed with the Secretary of State of Delaware, as amended from time to time.

Company means the limited liability company formed pursuant to the Certificate of Formation.

Company Property means all real and personal property from time to time owned by the Company.

Managers means, initially, R. Dale Ross and Bruce D. Broussard, and thereafter, those Persons who are designated as managers of the Company pursuant to this Agreement.

Member means US Oncology Corporate, Inc., a Delaware corporation.

Person means a natural person, partnership (whether general or limited and whether domestic or foreign), limited liability company, foreign limited liability company, trust, estate, association, corporation, custodian, nominee or any other individual or entity in its own or any representative capacity.

Senior Officers means the Chairman (if the office of Chairman is filled) and the President.

1.2.Terms Defined in Act.  Terms defined in the Act and used in this Agreement shallhave the meanings provided in the Act unless otherwise defined in this Agreement or unless thecontext otherwise requires.

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1.3.Words of Inclusion.  When used in this Agreement, the word “including” shall mean “including without limitation.”

1.4.Section and Article References.  References in this Agreement to specific sections and articles refer to sections and articles of this Agreement unless otherwise stated.

ARTICLE 2.

ORGANIZATION

2.1.Formation of Limited Liability Company.  The Company has been formed as a Delaware limited liability company pursuant to the Act, effective upon the filing of theCertificate of Formation with the Secretary of State of Delaware.  Except as provided to thecontrary in this Agreement, the management of the affairs of the Company and the rights andobligations of the Member shall be governed by the provisions of the Act.

2.2.Name.  The name of the Company is SELECTPLUS, LLC. The Managers mayadopt one or more fictitious names for use by the Company from time to time, and shall make allfilings required under applicable law in connection with any change in the name of the Companyor the adoption or use of any fictitious name by the Company.

2.3.Purposes; Powers.  The purpose of the Company shall be to transact any or alllawful business for which limited liability companies may be formed under the Act. TheCompany shall have the power to do everything necessary, advisable, proper or convenient forthe accomplishment of its purpose, subject to the provisions of this Agreement and applicablelaw.

2.4.Term.  The Company commenced effective upon the filing of the Certificate ofFormation with the Secretary of State of Delaware, and shall continue in existence untilterminated as provided in this Agreement.

2.5.Principal Office.  The principal office of the Company where records are to bekept or made available shall be at 16825 Northchase Drive, Suite 1300, Houston, Texas 77060.The Managers may change the principal place of business of the Company from time to time andmay establish, maintain and abandon one or more additional places of business of the Company.

2.6.Registered Office and Registered Agent. The Company shall have andcontinuously maintain in the State of Delaware:

(a)A registered office which may be, but need not be, the same as its place ofbusiness; and

(b)A registered agent who has a business office identical with such registeredoffice and who is either (i) an individual resident of the State of Delaware, or (ii) adomestic corporation, or a domestic limited partnership, or a domestic limited liabilitycompany, or a domestic business trust, or a foreign corporation, or a foreign limitedpartnership, or a foreign limited liability company authorized to do business in the Stateof Delaware.

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The address of the initial registered office of the Company and the name of the Company’s initial registered agent are set forth in the Certificate of Formation. The Managers may change the registered office and the registered agent of the Company from time to time.

2.7.         Other Documents and Acts.  The Member shall execute and deliver such additional documents and perform such additional acts consistent with the terms of this Agreement as may be necessary to comply with the requirements of law for the formation, qualification, and operation of a limited liability company in the State of Delaware and in each jurisdiction in which the Company shall conduct business.

ARTICLE 3.

SINGLE MEMBER LIMITED LIABILITY COMPANY

3.1.Initial Member.  The initial Member of the Company is US Oncology Corporate,Inc., which is admitted to the Company contemporaneously with its execution of this Agreementand the making of its initial capital contribution.   The initial Member’s address is 16825Northchase Drive, Suite 1300, Houston, Texas 77060.

3.2.No Additional Members.  The Company is intended to be a single member limitedliability company. No additional Persons may be admitted to the Company as members unlessand until this Agreement has been amended to provide for additional members.

3.3.Liability to Third Parties.  Except as otherwise provided by the Act, the Membershall not be obligated personally for any debt, obligation or liability of the Company, whetherarising in contract, tort or otherwise, solely by reason of being a member of the Company.

3.4.Liability to Company.  Neither the Member nor any of its officers, directors,employees or agents, shall be liable, responsible or accountable to the Company in damages orotherwise for any act or omission of the Member or any of its officers, directors, employees oragents in connection with acts carried out on behalf of the Company SPECIFICALLYINCLUDING THE MEMBER’S OR ANY OF ITS OFFICER’S, DIRECTOR’S, EMPLOYEE’SOR AGENT’S SOLE, PARTIAL OR CONCURRENT NEGLIGENCE, provided the Member orany of its officers, directors, employees or agents shall be liable for any material breach of anyobligation under this Agreement or for fraud, willful misconduct or gross negligence committedtoward the Company.

3.5.Indemnification.  The Company shall and does hereby indemnify and holdharmless the Member and each of its officers, directors, employees and agents from any loss,damage, claim or liability, including reasonable attorneys’ fees and expenses, that they may incurby reason of any act, or failure to act, performed on behalf of the Company in the furtherance ofthe Company’s interests to the fullest extent permitted by the Act; provided in no event shall theCompany indemnify the Member or its officers, directors, employees or agents for any act orperformance which is a material breach of any obligation under this Agreement or the Member’sor its officer’s, director’s, employee’s or agent’s respective act of fraud, willful misconduct orgross negligence.   It is the express intent of this Section 3.5 to provide an indemnity to theMember and its officers, directors, employees and agents for their acts or omissions ofnegligence or comparative negligence or  contributory negligence or  similar liability

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SPECIFICALLY INCLUDING THE INDEMNIFIED PERSON’S SOLE, PARTIAL OR CONCURRENT NEGLIGENCE.

3.6.Independent Activities.  The Member may, notwithstanding this Agreement, engage in whatever activities it chooses, whether the same are competitive with the Company or otherwise, without having or incurring any obligation to offer any interest in such activities to the Company.

ARTICLE 4.

CAPITAL; DISTRIBUTIONS

4.1.Initial Contributions.  The Member has made an initial contribution to the capitalof the Company of $1,000.00 in cash.

4.2.Additional Funds.  Any additional funds required by the Company to meet itscash requirements may be provided by capital contributions from the Member or borrowed bythe Company on terms and conditions and from one or more Persons as the Company deemsappropriate. The Member shall not have any obligation to advance (either as a loan or a capitalcontribution) any additional funds to the Company. Nothing in this Section 4.2 is intended orwill be deemed to benefit any creditor of the Company, and no creditor of the Company will beentitled to require the Company to solicit or accept any loan or additional capital contribution forthe Company or to enforce any right which the Company may have against the Member underthis Agreement or otherwise.

4.3.Limited Liability of Member.  Without limiting the generality of Section 4.2, theMember shall not be obligated to make any capital contribution to the Company, or otherwise toprovide funds to the Company.

4.4.Loans.  The Member may, but shall not be obligated to, loan funds to theCompany at an interest rate and upon terms determined by the Company and the Managers.Loans by the Member to the Company shall not be considered contributions to the capital of theCompany, and as to any funds so loaned, the Member shall be deemed a creditor of the Companyand shall be entitled to be paid principal and interest thereon without regard to the profits of theCompany.

4.5.Distributions.  Distributions from the Company to the Member shall be made at such times and in such amounts as may be determined by the Managers.

ARTICLE 5.

MANAGEMENT

5.1.General Powers of Managers.  Management of the Company is vested in theManagers. The powers of the Company shall be exercised by or under the authority of, and thebusiness and affairs of the Company shall be managed under the direction of the Managers,subject to limitations imposed by law, the Certificate of Formation, or this Agreement.

5.2.Limitations on Power and Authority of Managers.  Without the consent of theMember, the Managers shall not have the right or power to do any of the following:

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(a)Engage in any act in contravention of this Agreement.

(b)Engage in any act which would make it impossible to carry on theordinary business of the Company.

(c)Confess a judgment against the Company.

(d)Possess Company Property or assign the Company’s rights in specificCompany Property for other than a Company purpose.

(e)Cause the Company to be merged with one or more domestic or foreignlimited liability companies or any other business entity, or to convert into another form ofbusiness entity, or to enter into an agreement to do any of the foregoing.

(f)Authorize the Company to sell all or substantially all of its assets.

(g)Amend the Certificate of Formation.

(h)Change the status of the Company from one in which management is vested in the Managers to one in which management is reserved to the Members.

(i)Assign all or any part of the Company Property in trust for creditors or on the assignee’s promise to pay the debts of the Company.

(j)Submit a claim or liability of the Company to arbitration or reference.

(k)Make, execute or deliver for the Company any bond, mortgage, deed of trust, guaranty, indemnity bond, surety bond, or accommodation paper or accommodation endorsement.

(l)Borrow money in the Company’s name, lend money on behalf of the Company, or use the Company Property as collateral.

(m)Assign, transfer, pledge, compromise or release any claim of or debt owing to the Company except upon payment in full.

(n)Do any of the acts for which the consent of the Member is required by other sections of this Agreement without first obtaining such consent.

5.3.Number; Qualifications.  The number of Managers is two (2) until otherwisechanged pursuant to this Agreement. Managers need not be residents of any particular state, butmust be individuals.

5.4.Designation of Managers.  The Managers shall be designated by the Member inwriting from time to time. Each Manager shall hold office until his successor shall have beenduly designated and shall have qualified or until his death or until his resignation or his removalfrom office in the manner hereinafter provided. R. Dale Ross and Bruce D. Broussard are namedby the Member as the initial Managers of the Company.

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5.5.Change in Number.  The number of Managers may be increased or decreasedfrom time to time by written resolution of the Member. The designation in writing of a lesser orgreater number of Managers than the number fixed in this Agreement or last fixed by resolutionof the Member shall be deemed to decrease or increase automatically the number of Managers tothe number designated.

5.6.Removal.  All the Managers, or any individual Manager, may be removed fromoffice, with or without cause and without notice or hearing, by the Member. Written notice ofthe removal of a Manager shall be delivered personally or by certified mail directly to suchManager’s last known address.

5.7.Resignation.  Any Manager may resign at any time by giving oral or writtennotice to the Managers or to a Senior Officer or to the Secretary. Unless otherwise specified inthe notice, the resignation shall take effect upon receipt thereof and acceptance of the resignationshall not be necessary to make it effective.

5.8.Vacancies.  Any vacancy occurring in the Managers may be filled by theMember.

5.9.Annual Meetings.  The annual meeting of the Managers shall be held during themonth of April of each year on such day and at such time as shall be specified in written noticethereof given by the Member. At such meeting, the Managers shall appoint the officers of theCompany and may transact any other business as may lawfully come before the meeting. In theevent that the annual meeting is not held within such month, the Managers shall prescribe thedate and time for the annual meeting to be held as soon thereafter as practicable, and anybusiness transacted or elections held at such meeting shall be valid as if transacted or held duringsuch month.

5.10.Regular Meetings.  The Managers may provide by resolution the time and placefor the holding of additional regular meetings without other notice than that provided by theadoption of such resolution.

5.11.Special Meetings.  Special meetings of the Managers may be called by or at therequest of a Senior Officer or any of the Managers. The person or persons authorized to callspecial meetings of the Managers may fix the place for holding any special meetings of theManagers called by them.

5.12.Place of Meetings.  Meetings of the Managers, annual, regular or special, may beheld within or without the State of Delaware.

5.13.Notice of Meetings.  Regular meetings of the Managers may be held withoutnotice as provided in this Agreement. Notice of any annual or special meeting of the Managersshall be given no less than five (5) days prior to the meeting by written notice deliveredpersonally or mailed to each Manager at his business or residence address, or by telegram. Theattendance of a Manager at a meeting shall constitute a waiver of notice of such meeting, exceptwhen a Manager attends a meeting for the express purpose of objecting to the transaction of anybusiness because the meeting is not lawfully called or convened.  Neither the business to be

6

transacted at, nor the purpose of, any meeting of the Managers need be specified in the notice or waiver of notice of such meeting.

5.14.Quorum.  A majority of the number of Managers fixed in accordance with thisAgreement shall constitute a quorum for the transaction of business at any meeting of theManagers, but if less than such majority is present at a meeting, a majority of the Managerspresent may adjourn the meeting from time to time without notice, other than announcement atthe meeting, until a quorum is present.

5.15.Manner of Acting.  The act of the majority of the Managers shall be the act of theManagers unless the act of a greater number is required by law or by the Certificate of Formationor by this Agreement. Any reference in this Agreement to any action taken by the Managersshall mean the act of the majority of the Managers.

5.16.Order of Business.  The suggested order of business at meetings of the Managersshall be as follows:

(a)Call to order.

(b)Presentation of proof of due notice of the meeting, if required by thisAgreement (or waiver thereof).

(c)Announcement of a quorum.

(d)Reading (or waiver thereof) and approval of minutes of previous meeting.

(e)Announcements.

(f)Reports of officers.

(g)Unfinished business.

(h)New business (including, if applicable, election of officers and declaration of distributions).

(i)Adjournment.

5.17.Compensation.  By resolution of the Managers, each Manager may be paid hisexpenses, if any, of attendance at each meeting of the Managers, and may be paid a fixed sum forattendance at each meeting of the Managers or a stated salary as Manager. No such paymentshall preclude any Manager from serving the Company in any other capacity and receivingcompensation therefor.

5.l8.Liability to Third Parties.  Except as otherwise provided by the Act, no Manager shall be obligated personally for any debt, obligation or liability of the Company, whether arising in contract, tort or otherwise, solely by reason of acting as a manager of the Company.

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5.19.Indemnification.  The Company shall and does hereby indemnify and holdharmless each Manager from any loss, damage, claim or liability, including reasonable attorneys’fees and expenses, that he may incur by reason of any act, or failure to act, performed on behalfof the Company in the furtherance of the Company’s interests to the fullest extent permitted bythe Act; provided in no event shall the Company indemnify a Manager for any act orperformance which is a material breach of any obligation under this Agreement or the Manager’sact of fraud, willful misconduct or gross negligence. It is the express intent of this Section 5.19to provide an indemnity to each Manager for his acts or omissions of negligence or comparativenegligence or contributory negligence or similar liability SPECIFICALLY INCLUDING THEINDEMNIFIED PERSON’S SOLE, PARTIAL OR CONCURRENT NEGLIGENCE.

5.20.Independent Activities.  A Manager may, notwithstanding this Agreement, engagein whatever activities he chooses, whether the same are competitive with the Company orotherwise, without having or incurring any obligation to offer any interest in such activities to theCompany.

ARTICLE 6.

OFFICERS

6.1.Number.  The officers of the Company shall be a president and a secretary, eachof whom shall be appointed by the Managers. The Managers may appoint, at their option, achairman, one or more vice presidents (the number thereof to be determined by the Managers), atreasurer, and such other officers and assistant officers as may be deemed appropriate. Any two(2) or more offices may be held by the same individual.

6.2.Authority.  All officers and agents of the Company shall have full authority toperform such duties in the management of the Company as may be provided in this Agreement,or as may be determined by the Managers not inconsistent with this Agreement. All officers andagents of the Company are subject in all matters to the supervisory control of the Managers andonly the Managers have authority to make policy decisions on behalf of the Company.

6.3.Appointment and Term of Office.  Officers shall be appointed by the Managers atthe annual meeting of the Managers. If the appointment of officers shall not occur at suchmeeting, such appointment shall occur as soon thereafter as is convenient. Each officer shallhold office until his successor shall have been duly appointed and shall have qualified or until hisdeath or until his resignation or his removal from office in the manner hereinafter provided.

6.4Removal.  Any officer or agent appointed by the Managers may be removed, with or without cause and without notice or hearing, by the Managers whenever in the Managers’ judgment the best interest of the Company will be served thereby. Such removal shall be without prejudice to the contract rights, if any, of the person so removed. Appointment of an officer shall not of itself create any contractual rights. Written notice of the removal of an officer or agent shall be delivered personally or by certified mail directly to such officer’s or agent’s last known address.

6.5.Resignation.  Any officer may resign at any time by giving oral or written notice to the Managers or to a Senior Officer or to the Secretary. Unless otherwise specified in the

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notice, the resignation shall take effect upon receipt thereof and acceptance of such resignation shall not be necessary to make it effective.

6.6.Vacancies.  A vacancy in any office because of death, resignation, removal,disqualification or otherwise, may be filled by the Managers for the unexpired portion of theterm.

6.7.Chairman.  The Chairman, if one is appointed by the Managers, shall be the chiefexecutive officer of the Company, shall have general control of the business and affairs of theCompany, shall see that all orders and decisions of the Managers are carried into effect, and shallperform such other duties and have such other authority and powers as the Managers may fromtime to time prescribe.

6.8.President.  Subject to such supervisory powers, if any, as may be given by theManagers to the Chairman, the President shall have general and active management and controlof the business and affairs of the Company, and shall have such other powers and duties as maybe prescribed by the Managers or this Agreement.   If no Chairman has been elected, thePresident shall be the chief executive officer.  Within this authority and in the course of hisduties, the President shall:

(a)have all the powers and functions of the Chairman during his absence,disability, or refusal to act, or in the absence of the establishment of such an office by theManagers;

(b)have all the powers and functions of the Treasurer in the absence of theestablishment of such an office by the Managers;

(c)when authorized by the Managers or required by law, execute, in the nameof the Company, deeds, conveyances, notices, leases, checks, drafts, bills of exchange,warrants, promissory notes, bonds, debentures, contracts, and other papers andinstruments in writing and, unless the Managers shall order otherwise, make suchcontracts as the ordinary conduct of the Company’s business may require;

(d)appoint and remove, employ and discharge, and prescribe the duties andfix the compensation of all agents, employees, and clerks of the Company other than theduly appointed officers, subject to the approval of the Managers, and supervise, subject tothe direction of the Managers, all of the officers, agents, and employees of the Company;and

(e)unless otherwise directed by the Managers, attend all meetings of theowners of any domestic or foreign limited liability company or other entity in which theCompany holds an ownership interest, and act and vote on behalf of the Company atthose meetings, either in person or by substitute appointed by the President.

6.9.Vice Presidents.  In the absence of the President or in the event of his death,inability or refusal to act, the Vice President (or in the event there be more than one VicePresident, the Vice Presidents in the order designated at the time of their election, or in theabsence of any designation, then in the order of their election), if one (or more) is appointed by

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the Managers, shall perform the duties of the President, and when so acting, shall have all the powers of and be subject to all the restrictions upon the President. Any Vice President shall perform such other duties as from time to time may be assigned to him by a Senior Officer or by the Managers.

6.10.Secretary.  The Secretary shall:

(a)keep at the principal office of the Company, or such other place as theManagers may order, the minute book of the Company;

(b)keep the originals or copies of all records required to be kept andmaintained pursuant to the Act;

(c)assure that all notices are duly given in accordance with the provisions ofthis Agreement or as required by law;

(d)be custodian of the Company’s records;

(e)perform any and all other duties described in this Agreement;

(f)assure that the books, reports, statements, certificates and all otherdocuments and records required by law are properly kept and filed; and

(g)in general perform all duties as from time to time may be assigned to himby a Senior Officer or by the Managers.

6.11.Treasurer. The Treasurer, if one is appointed by the Managers, shall:

(a)have charge and custody of and be responsible for all funds and securitiesof the Company;

(b)keep full and accurate accounts of receipts and disbursements in theCompany’s books;

(c)deposit all money and other valuables in the name and to the credit of theCompany in such depositories as may be designated by the Managers;

(d)disburse the finds of the Company as may be ordered or authorized by theManagers and preserve proper vouchers for such disbursements;

(e)render to the Senior Officers and the Managers whenever any one or moreof the Senior Officers or the Managers requires it, an account of all his transactions asTreasurer and of the financial condition of the Company;

(f)render a full financial report following the close of the Company’s fiscalyear;

(g)be furnished by all officers and agents, at his request, such reports andstatements as he may require as to all financial transactions of the Company; and

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(h)in general, perform all of the duties as from time to time may be assigned to him by a Senior Officer or the Managers.

If required by the Managers, the Treasurer shall give a bond for the faithful discharge of his duties in such sum and with such surety or sureties as the Managers shall determine.

6.12.Assistant Secretaries.  The assistant secretaries, in general, shall perform suchduties as shall be assigned to them by the Secretary or by a Senior Officer or by the Managers.

6.13.Assistant Treasurers.  The assistant treasurers shall, if required by the Managers,give bonds for the faithful discharge of their duties in such sums and with such sureties as theManagers shall determine. The assistant treasurers, in general, shall perform such duties as shallbe assigned to them by the Treasurer or by a Senior Officer or by the Managers.

6.14.Compensation.  The compensation of the officers shall be fixed from time to timeby the Managers.

6.15.Sureties and Bonds.  The Managers may require any officer or agent of theCompany to execute in favor of the Company a bond, in such sum and with such surety orsureties as the Managers may direct, conditioned upon the faithful performance of his duties tothe Company and including responsibility for negligence and for the accounting for all property,funds or securities of the Company which may come into his hands.

ARTICLE 7.

COMPANY PROPERTY

7.1.Ownership of Company Property.  All Company Property shall be deemed ownedby the Company as an entity, and the Managers shall not, individually, have any ownershipinterest in the Company Property.  All Company Property shall be held and conveyed in thename of the Company, unless the Managers determines that the Company Property should beacquired and conveyed in the name of one or more Person or Persons as nominee for theCompany.

7.2.Nominees.  In the event the Managers determine that the Company Propertyshould be held in the name of a nominee, the Company and the nominee shall place a writtendeclaration of trust in the Company’s books and records acknowledging the nominee’s capacityand the Company as the true owner of the Company Property. In the event the Member acts as anominee for Company Property, the Member shall not have an interest in the Company Propertyheld by the Member as nominee nor be liable for any Company debt in excess of that attributableto the Member’s limited liability company interest.

ARTICLE 8.

DISSOLUTION

8.1.Dissolution.  The Company shall be dissolved upon the decision of the Member to dissolve the Company. No other event, including an event described in Section 18-801 of the Act, will cause the Company to dissolve.

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8.2.Liquidation and Termination.  On dissolution of the Company, the Managers shallact as liquidator or shall appoint one or more Person or Persons as liquidator. The liquidatorshall proceed diligently to wind up the affairs of the Company and make final distributions asprovided herein and in the Act. The costs of liquidation shall be borne as a Company expense.Until final distribution, the liquidator shall continue to operate the Company Property with all ofthe power and authority of the Member. All distributions in kind (if any) to the Member shall bemade subject to the liability of the Member for costs, expenses, and liabilities theretoforeincurred or for which the Company has committed prior to the date of termination and thosecosts, expenses and liabilities shall be allocated to the Member. The distribution of cash and/orproperty to the Member in accordance with the provisions of this Section 8.2 constitutes acomplete return to the Member of its capital contributions and a complete distribution to theMember of its limited liability company interest in all the Company’s Property.

8.3.Certificate of Cancellation.  On completion of the distribution of the Company’sassets as provided herein, the Company is terminated and the Member (or such other Person orPersons as the Act may require or permit) shall file a Certificate of Cancellation with theSecretary of Delaware, cancel any other filings made pursuant to Section 2.7, and take such otheractions as may be necessary to terminate the Company.

ARTICLE 9.

GENERAL PROVISIONS

9.1.Books and Records.  The Company shall keep and maintain, at the expense of theCompany, such records that the Company is required to maintain under the Act. Such recordsshall be kept and maintained, or made available, at the principal office of the Company asrequired by the Act.

9.2.Invalid Provision.  The provisions set forth in this Agreement are severable, andthe invalidity or unenforceability of any particular provision of this Agreement shall not affectthe other provisions hereof, and this Agreement shall be construed in all respects as if suchinvalid or unenforceable provisions were omitted and, in lieu of each invalid or unenforceableprovision, there will be added automatically as a part of this Agreement a provision as similar interms to the invalid or unenforceable provision as may be possible and be valid and enforceable.

9.3.Counterparts.  While this Agreement may be executed in multiple counterparts,each fully executed copy shall, for all purposes, be deemed to be the original, but all of suchexecuted counterparts shall be deemed to constitute but one and the same agreement.

9.4.Table of Contents; Captions.  The table of contents and the titles of the articlesand sections in this Agreement have been inserted as a matter of convenience of reference onlyand do not affect the meaning of or construction of any of the terms or provisions in thisAgreement.

9.5.Successors and Assigns.  The provisions of this Agreement shall be binding onand inure to the benefit of the Member, and its successors, and assigns.

9.6.Waiver.  No failure by the Member or the Company to insist upon strictperformance of any covenant, duty, agreement, or condition of this Agreement or to exercise any

12

right or remedy as a result of a breach thereof shall constitute a waiver of such breach or by any covenant, duty, agreement, or condition.

9.7.Number and Gender.  Whenever the context so requires, all words used in thisAgreement in any gender will be deemed to include the masculine, feminine, and neuter gender,and all singular words will include the plural and all plural words will include the singular.

9.8.Checks and Drafts.  All checks, drafts or other orders for the payment of money,notes or other evidences of indebtedness issued in the name of the Company, shall be signed bysuch agent or agents of the Company and in such manner as shall from time to time bedetermined by the Managers.

9.9.Notices.  All notices given under this Agreement shall be deemed to have beengiven or made (a) if delivered in person, upon actual receipt, (b) if mailed, three (3) days afterdeposit in the United States mail, certified mail, return receipt requested, postage prepaid, (c) ifdelivered by overnight delivery service or by telegraph or cable, the day after delivery to theovernight delivery service, the telegraph company or the cable company, or (d) if sent by telex orfacsimile to a telex or facsimile machine owned or operated by a party, when so sent.Notwithstanding the foregoing, notices of change of address shall become effective only uponactual receipt.

9.10.Governing Law; Severability.  THIS AGREEMENT IS GOVERNED BY ANDSHALL BE CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OFDELAWARE, EXCLUDING ANY CONFLICT-OF-LAWS RULE OR PRINCIPLE THATMIGHT REFER THE GOVERNANCE OF THE CONSTRUCTION OF THIS AGREEMENTTO THE LAW OF ANOTHER JURISDICTION. In the event of a direct conflict between theprovisions of this Agreement and (a) any provision of the Certificate of Formation, or (b) anymandatory provision of the Act, the applicable provision of the Certificate of Formation or theAct shall control.

9.11.Notice to Member of Provisions of this Agreement.  By executing thisAgreement, the Member acknowledges that it has actual notice of (a) all of the provisions of thisAgreement, and (b) all of the provisions of the Certificate of Formation. The Member herebyagrees that this Agreement constitutes adequate notice of all such provisions, and the Memberhereby waives any requirement that any further notice thereunder be given.

9.12.Entire Agreement.  This Agreement constitutes the entire agreement of theMember relating to the Company and supersedes all prior contracts or agreements with respect tothe Company, whether oral or written.

9.13.Amendment of Agreement.  This Agreement may be altered, amended or repealedand a new Agreement entered into exclusively by the Member.

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EXECUTED effective as of the Effective Date.

MEMBER
US Oncology Corporate, Inc
By:	/s/ Phillip H. Watts
Phillip H. Watts,
Vice President

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EX-3.34(A)

Exhibit 3.34(a)

STATE OF DELAWARE

SECRETARY OF STATE

DIVISION OF CORPORATIONS

FILED 10:30 AM 03/13/2002

020165957 - 3501071

CERTIFICATE OF FORMATION

OF

ST. LOUIS PHARMACEUTICAL SERVICES, LLC

The undersigned natural person of the age of eighteen (18) years or more, being an authorized person under the Delaware Limited Liability Company Act, hereby executes this Certificate of Formation.

1.NAME.  The name of the limited liability company is St. Louis Pharmaceutical Services, LLC.

2.REGISTERED OFFICE.  The address of the limited liability company’s registered office is 1209 Orange Street, Wilmington, Delaware 19801.

3.REGISTERED AGENT.  The name and address of the limited liability company’s registered agent is the Corporation Trust Company, 1209 Orange Street, Wilmington, Delaware 19801.

IN WITNESS WHEREOF, the undersigned has executed this Certificate of Formation of St. Louis Pharmaceutical Services, LLC this 13 day of March, 2002.

By:	/s/ Phillip H. Watts
	Phillip H. Watts
	Authorized Person

EX-3.34(B)

Exhibit 3.34(b)

LIMITED LIABILITY COMPANY AGREEMENT

OF

ST. LOUIS PHARMACEUTICAL SERVICES, LLC

A Delaware Limited Liability Company

TABLE OF CONTENTS

ARTICLE 1.	DEFINITIONS
1.1.	Definitions
1.2.	Terms Defined in Act
1.3.	Words of Inclusion
1.4.	Section and Article References
2.1.	Formation of Limited Liability Company
2.2.	Name
2.3.	Purposes; Powers
2.4.	Term
2.5.	Principal Office
2.6.	Registered Office and Registered Agent
2.7.	Other Documents and Acts
ARTICLE 3.	SINGLE MEMBER LIMITED LIABILITY COMPANY
3.1.	Initial Member
3.2.	No Additional Members
3.3.	Liability to Third Parties
3.4.	Liability to Company
3.5.	Indemnification
3.6.	Independent Activities
ARTICLE 4.	CAPITAL; DISTRIBUTIONS
4.1.	Initial Contributions
4.2.	Additional Funds
4.3.	Limited Liability of Member
4.4.	Loans
4.5.	Distributions
ARTICLE 5.	MANAGEMENT
5.1.	General Powers of Managers
5.2.	Limitations on Power and Authority of Managers
5.3.	Number; Qualifications
5.4.	Designation of Managers
5.5.	Change in Number
5.6.	Removal
5.7.	Resignation
5.8.	Vacancies
5.9.	Annual Meetings
5.10.	Regular Meetings
5.11.	Special Meetings
5.12.	Place of Meetings
5.13.	Notice of Meetings
5.14.	Quorum
5.15.	Manner of Acting

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5.16.	Order of Business
5.17.	Compensation
5.18.	Liability to Third Parties
5.19.	Indemnification.
5.20.	Independent Activities
ARTICLE 6.	OFFICERS
6.1.	Number
6.2.	Authority
6.3.	Appointment and Term of Office
6.4.	Removal
6.5.	Resignation
6.6.	Vacancies
6.7.	Chairman
6.8.	President
6.9.	Vice Presidents
6.10.	Secretary
6.11.	Treasurer
6.12.	Assistant Secretaries
6.13.	Assistant Treasurers
6.14.	Compensation
6.15.	Sureties and Bonds
ARTICLE 7.	COMPANY PROPERTY
7.1.	Ownership of Company Property
7.2.	Nominees
ARTICLE 8.	DISSOLUTION
8.1.	Dissolution
8.2.	Liquidation and Termination
8.3.	Certificate of Cancellation
ARTICLE 9.	GENERAL PROVISIONS
9.1.	Books and Records
9.2.	Invalid Provision
9.3.	Counterparts
9.4.	Table of Contents; Captions
9.5.	Successors and Asssigns
9.6.	Waiver
9.7.	Number and Gender
9.8.	Checks and Drafts
9.9.	Notices
9.10.	Governing, Law; Severability
9.11.	Notice to Member of Provisions of this Agreement
9.12.	Entire Agreement
9.13.	Amendment of Agreement

ii

LIMITED LIABILITY COMPANY AGREEMENT

OF

ST. LOUIS PHARMACEUTICAL SERVICES, LLC

A Delaware Limited Liability Company

THIS LIMITED LIABILITY COMPANY AGREEMENT OF ST. LOUIS PHARMACEUTICAL SERVICES, LLC dated as of March    , 2002 (the “Effective Date”), is entered into by AOR Management Company of Missouri, Inc., a Delaware corporation, as the sole Member of the Company.

ARTICLE 1.

DEFINITIONS

1.1.Definitions.  When used in this Agreement, the following words and phrases shall have the respective meanings specified in this Article 1 or in the section referred to unless a different meaning is clearly required by the context:

Act means the Delaware Limited Liability Company Act, as amended from time to time, or any corresponding provision or provisions of succeeding law.

Agreement means this limited liability company agreement as originally executed and as amended from time to time.

Certificate of Formation means the Certificate of Formation of the Company filed with the Secretary of State of Delaware, as amended from time to time.

Company means the limited liability company formed pursuant to the Certificate of Formation.

Company Property means all real and personal property from time to time owned by the Company.

Managers means, initially, R. Dale Ross and Bruce D. Broussard, and thereafter, those Persons who are designated as managers of the Company pursuant to this Agreement.

Member means AOR Management Company of Missouri, Inc., a Delaware corporation.

Person means a natural person, partnership (whether general or limited and whether domestic or foreign), limited liability company, foreign limited liability company, trust, estate, association, corporation, custodian, nominee or any other individual or entity in its own or any representative capacity.

Senior Officers means the Chairman (if the office of Chairman is filled) and the President.

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1.2.Terms Defined in Act.  Terms defined in the Act and used in this Agreement shall have the meanings provided in the Act unless otherwise defined in this Agreement or unless the context otherwise requires.

1.3.Words of Inclusion.  When used in this Agreement, the word “including” shall mean “including without limitation.”

1.4.Section and Article References.  References in this Agreement to specific sections and articles refer to sections and articles of this Agreement unless otherwise stated.

ARTICLE 2.

ORGANIZATION

2.1.Formation of Limited Liability Company.  The Company has been formed as a Delaware limited liability company pursuant to the Act, effective upon the filing of the Certificate of Formation with the Secretary of State of Delaware.  Except as provided to the contrary in this Agreement, the management of the affairs of the Company and the rights and obligations of the Member shall be governed by the provisions of the Act.

2.2.Name.  The name of the Company is St. Louis Pharmaceutical Services, LLC. The Managers may adopt one or more fictitious names for use by the Company from time to time, and shall make all filings required under applicable law in connection with any change in the name of the Company or the adoption or use of any fictitious name by the Company.

2.3.Purposes; Powers.  The purpose of the Company shall be to transact any or all lawful business for which limited liability companies may be formed under the Act. The Company shall have the power to do everything necessary, advisable, proper or convenient for the accomplishment of its purpose, subject to the provisions of this Agreement and applicable law.

2.4.Term.  The Company commenced effective upon the filing of the Certificate of Formation with the Secretary of State of Delaware, and shall continue in existence until terminated as provided in this Agreement.

2.5.Principal Office.  The principal office of the Company where records are to be kept or made available shall be at 16825 Northchase Drive, Suite 1300, Houston, Texas 77060. The Managers may change the principal place of business of the Company from time to time and may establish, maintain and abandon one or more additional places of business of the Company.

2.6.Registered Office and Registered Agent.  The Company shall  have and continuously maintain in the State of Delaware:

(a)A registered office which may be, but need not be, the same as its place of business; and

(b)A registered agent who has a business office identical with such registered office and who is either (i) an individual resident of the State of Delaware, or (ii) a domestic corporation, or a domestic limited partnership, or a domestic limited liability

2

company, or a domestic business trust, or a foreign corporation, or a foreign limited partnership, or a foreign limited liability company authorized to do business in the State of Delaware.

The address of the initial registered office of the Company and the name of the Company’s initial registered agent are set forth in the Certificate of Formation. The Managers may change the registered office and the registered agent of the Company from time to time.

2.7.Other Documents and Acts.  The Member shall execute and deliver such additional documents and perform such additional acts consistent with the terms of this Agreement as may be necessary to comply with the requirements of law for the formation, qualification, and operation of a limited liability company in the State of Delaware and in each jurisdiction in which the Company shall conduct business.

ARTICLE 3.

SINGLE MEMBER LIMITED LIABILITY COMPANY

3.1.Initial Member.  The initial Member of the Company is AOR Management Company of Missouri, Inc., which is admitted to the Company contemporaneously with its execution of this Agreement and the making of its initial capital contribution.   The initial Member’s address is 16825 Northchase Drive, Suite 1300, Houston, Texas 77060.

3.2.No Additional Members.  The Company is intended to be a single member limited liability company. No additional Persons may be admitted to the Company as members unless and until this Agreement has been amended to provide for additional members.

3.3.Liability to Third Parties.  Except as otherwise provided by the Act, the Member shall not be obligated personally for any debt, obligation or liability of the Company, whether arising in contract, tort or otherwise, solely by reason of being a member of the Company.

3.4.Liability to Company.  Neither the Member nor any of its officers, directors, employees or agents, shall be liable, responsible or accountable to the Company in damages or otherwise for any act or omission of the Member or any of its officers, directors, employees or agents in connection with acts carried out on behalf of the Company SPECIFICALLY INCLUDING THE MEMBER’S OR ANY OF ITS OFFICER’S, DIRECTOR’S, EMPLOYEE’S OR AGENT’S SOLE, PARTIAL OR CONCURRENT NEGLIGENCE, provided the Member or any of its officers, directors, employees or agents shall be liable for any material breach of any obligation under this Agreement or for fraud, willful misconduct or gross negligence committed toward the Company.

3.5.Indemnification.  The Company shall and does hereby indemnify and hold harmless the Member and each of its officers, directors, employees and agents from any loss, damage, claim or liability, including reasonable attorneys’ fees and expenses, that they may incur by reason of any act, or failure to act, performed on behalf of the Company in the furtherance of the Company’s interests to the fullest extent permitted by the Act; provided in no event shall the Company indemnify the Member or its officers, directors, employees or agents for any act or performance which is a material breach of any obligation under this Agreement or the Member’s or its officer’s, director’s, employee’s or agent’s respective act of fraud, willful misconduct or

3

gross negligence. It is the express intent of this Section 3.05 to provide an indemnity to the Member and its officers, directors, employees and agents for their acts or omissions of negligence or comparative negligence or contributory negligence or similar liability SPECIFICALLY INCLUDING THE INDEMNIFIED PERSON’S SOLE, PARTIAL OR CONCURRENT NEGLIGENCE.

3.6.Independent Activities.  The Member may, notwithstanding this Agreement, engage in whatever activities it chooses, whether the same are competitive with the Company or otherwise, without having or incurring any obligation to offer any interest in such activities to the Company.

ARTICLE 4.

CAPITAL; DISTRIBUTIONS

4.1.Initial Contributions.  The Member has made an initial contribution to the capital of the Company of $1,000.00 in cash.

4.2.Additional Funds.  Any additional funds required by the Company to meet its cash requirements may be provided by capital contributions from the Member or borrowed by the Company on terms and conditions and from one or more Persons as the Company deems appropriate. The Member shall not have any obligation to advance (either as a loan or a capital contribution) any additional funds to the Company. Nothing in this Section 4.02 is intended or will be deemed to benefit any creditor of the Company, and no creditor of the Company will be entitled to require the Company to solicit or accept any loan or additional capital contribution for the Company or to enforce any right which the Company may have against the Member under this Agreement or otherwise.

4.3.Limited Liability of Member.  Without limiting the generality of Section 4.02, the Member shall not be obligated to make any capital contribution to the Company, or otherwise to provide funds to the Company.

4.4.Loans.  The Member may, but shall not be obligated to, loan funds to the Company at an interest rate and upon terms determined by the Company and the Managers. Loans by the Member to the Company shall not be considered contributions to the capital of the Company, and as to any funds so loaned, the Member shall be deemed a creditor of the Company and shall be entitled to be paid principal and interest thereon without regard to the profits of the Company.

4.5.Distributions.  Distributions from the Company to the Member shall be made at such times and in such amounts as may be determined by the Managers.

ARTICLE 5.

MANAGEMENT

5.1.General Powers of Managers.  Management of the Company is vested in the Managers. The powers of the Company shall be exercised by or under the authority of, and the business and affairs of the Company shall be managed under the direction of the Managers, subject to limitations imposed by law, the Certificate of Formation, or this Agreement.

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5.2.Limitations on Power and Authority of Managers.  Without the consent of the Member, the Managers shall not have the right or power to do any of the following:

(a)Engage in any act in contravention of this Agreement.

(b)Engage in any act which would make it impossible to carry on the ordinary business of the Company.

(c)Confess a judgment against the Company.

(d)Possess Company Property or assign the Company’s rights in specific Company Property for other than a Company purpose.

(e)Cause the Company to be merged with one or more domestic or foreign limited liability companies or any other business entity, or to convert into another form of business entity, or to enter into an agreement to do any of the foregoing.

(f)Authorize theCompany to sell all or substantially all of its assets.

(g)Amend the Certificate of Formation.

(h)Change the status of the Company from one in which management is vested in the Managers to one in which management is reserved to the Members.

(i)Assign all or any part of the Company Property in trust for creditors or on the assignee’s promise to pay the debts of the Company.

(j)Submit a claim or liability of the Company to arbitration or reference.

(k)Make, execute or deliver for the Company any bond, mortgage, deed of trust, guaranty, indemnity bond, surety bond, or accommodation paper or accommodation endorsement.

(1)Borrow money in the Company’s name, lend money on behalf of the Company, or use the Company Property as collateral.

(m)Assign, transfer, pledge, compromise or release any claim of or debt owing to the Company except upon payment in full.

(n)Do any of the acts for which the consent of the Member is required by other sections of this Agreement without first obtaining such consent.

5.3.Number; Qualifications.  The number of Managers is two (2) until otherwise changed pursuant to this Agreement. Managers need not be residents of any particular state, but must be individuals.

5.4.Designation of Managers.  The Managers shall be designated by the Member in writing from time to time. Each Manager shall hold office until his successor shall have been duly designated and shall have qualified or until his death or until his resignation or his removal

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from office in the manner hereinafter provided. R. Dale Ross and Bruce D. Broussard are named by the Member as the initial Managers of the Company.

5.5.Change in Number.  The number of Managers may be increased or decreased from time to time by written resolution of the Member. The designation in writing of a lesser or greater number of Managers than the number fixed in this Agreement or last fixed by resolution of the Member shall be deemed to decrease or increase automatically the number of Managers to the number designated.

5.6.Removal.  All the Managers, or any individual Manager, may be removed from office, with or without cause and without notice or hearing, by the Member. Written notice of the removal of a Manager shall be delivered personally or by certified mail directly to such Manager’s last known address.

5.7.Resignation.  Any Manager may resign at any time by giving oral or written notice to the Managers or to a Senior Officer or to the Secretary. Unless otherwise specified in the notice, the resignation shall take effect upon receipt thereof and acceptance of the resignation shall not be necessary to make it effective.

5.8.Vacancies.  Any vacancy occurring in the Managers may be filled by the Member.

5.9.Annual Meetings.  The annual meeting of the Managers shall be held during the month of April of each year on such day and at such time as shall be specified in written notice thereof given by the Member. At such meeting, the Managers shall appoint the officers of the Company and may transact any other business as may lawfully come before the meeting. In the event that the annual meeting is not held within such month, the Managers shall prescribe the date and time for the annual meeting to be held as soon thereafter as practicable, and any business transacted or elections held at such meeting shall be valid as if transacted or held during such month.

5.10.Regular Meetings.  The Managers may provide by resolution the time and place for the holding of additional regular meetings without other notice than that provided by the adoption of such resolution.

5.11.Special Meetings.  Special meetings of the Managers may be called by or at the request of a Senior Officer or any of the Managers. The person or persons authorized to call special meetings of the Managers may fix the place for holding any special meetings of the Managers called by them.

5.12.Place of Meetings.  Meetings of the Managers, annual, regular or special, may be held within or without the State of Delaware.

5.13.Notice of Meetings.  Regular meetings of the Managers may be held without notice as provided in this Agreement. Notice of any annual or special meeting of the Managers shall be given no less than five (5) days prior to the meeting by written notice delivered personally or mailed to each Manager at his business or residence address, or by telegram. The attendance of a Manager at a meeting shall constitute a waiver of notice of such meeting, except

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when a Manager attends a meeting for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened. Neither the business to be transacted at, nor the purpose of, any meeting of the Managers need be specified in the notice or waiver of notice of such meeting.

5.14.Quorum.  A majority of the number of Managers fixed in accordance with this Agreement shall constitute a quorum for the transaction of business at any meeting of the Managers, but if less than such majority is present at a meeting, a majority of the Managers present may adjourn the meeting from time to time without notice, other than announcement at the meeting, until a quorum is present.

5.15.Manner of Acting.  The act of the majority of the Managers shall be the act of the Managers unless the act of a greater number is required by law or by the Certificate of Formation or by this Agreement. Any reference in this Agreement to any action taken by the Managers shall mean the act of the majority of the Managers.

5.16.Order of Business.  The suggested order of business at meetings of the Managers shall be as follows:

(a)Call to order.

(b)Presentation of proof of due notice of the meeting, if required by this Agreement (or waiver thereof).

(c)Announcement of a quorum.

(d)Reading (or waiver thereof) and approval of minutes of previous meeting.

(e)Announcements.

(f)Reports of officers.

(g)Unfinished business.

(h)New business (including, if applicable, election of officers and declaration of distributions).

(i)Adjournment.

5.17.Compensation.  By resolution of the Managers, each Manager may be paid his expenses, if any, of attendance at each meeting of the Managers, and may be paid a fixed sum for attendance at each meeting of the Managers or a stated salary as Manager. No such payment shall preclude any Manager from serving the Company in any other capacity and receiving compensation therefor.

5.18.Liability to Third Parties.  Except as otherwise provided by the Act, no Manager shall be obligated personally for any debt, obligation or liability of the Company, whether arising in contract, tort or otherwise, solely by reason of acting as a manager of the Company.

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5.19.Indemnification.  The Company shall and does hereby indemnify and hold harmless each Manager from any loss, damage, claim or liability, including reasonable attorneys’ fees and expenses, that he may incur by reason of any act, or failure to act, performed on behalf of the Company in the furtherance of the Company’s interests to the fullest extent permitted by the Act; provided in no event shall the Company indemnify a Manager for any act or performance which is a material breach of any obligation under this Agreement or the Manager’s act of fraud, willful misconduct or gross negligence.  It is the express intent of this Section 5.18 to provide an indemnity to each Manager for his acts or omissions of negligence or comparative negligence or contributory negligence or similar liability SPECIFICALLY INCLUDING THE INDEMNIFIED PERSON’S SOLE, PARTIAL OR CONCURRENT NEGLIGENCE.

5.20.Independent Activities.  A Manager may, notwithstanding this Agreement, engage in whatever activities he chooses, whether the same are competitive with the Company or otherwise, without having or incurring any obligation to offer any interest in such activities to the Company.

ARTICLE 6.

OFFICERS

6.1.Number.  The officers of the Company shall be a president and a secretary, each of whom shall be appointed by the Managers. The Managers may appoint, at their option, a chairman, one or more vice presidents (the number thereof to be determined by the Managers), a treasurer, and such other officers and assistant officers as may be deemed appropriate. Any two (2) or more offices may be held by the same individual.

6.2.Authority.  All officers and agents of the Company shall have full authority to perform such duties in the management of the Company as may be provided in this Agreement, or as may be determined by the Managers not inconsistent with this Agreement. All officers and agents of the Company are subject in all matters to the supervisory control of the Managers and only the Managers have authority to make policy decisions on behalf of the Company.

6.3.Appointment and Term of Office.  Officers shall be appointed by the Managers at the annual meeting of the Managers.   If the appointment of officers shall not occur at such meeting, such appointment shall occur as soon thereafter as is convenient. Each officer shall hold office until his successor shall have been duly appointed and shall have qualified or until his death or until his resignation or his removal from office in the manner hereinafter provided.

6.4.Removal.  Any officer or agent appointed by the Managers may be removed, with or without cause and without notice or hearing, by the Managers whenever in the Managers’ judgment the best interest of the Company will be served thereby.   Such removal shall be without prejudice to the contract rights, if any, of the person so removed.  Appointment of an officer shall not of itself create any contractual rights. Written notice of the removal of an officer or agent shall be delivered personally or by certified mail directly to such officer’s or agent’s last known address.

6.5.Resignation.  Any officer may resign at any time by giving oral or written notice to the Managers or to a Senior Officer or to the Secretary. Unless otherwise specified in the

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notice, the resignation shall take effectupon receipt thereof and acceptance of such resignation shall not be necessary to make it effective.

6.6.Vacancies.  A vacancy in any office because of death, resignation, removal, disqualification or otherwise, may be filled by the Managers for the unexpired portion of the term.

6.7.Chairman.  The Chairman, if one is appointed by the Managers, shall be the chief executive officer of the Company, shall have general control of the business and affairs of the Company, shall see that all orders and decisions of the Managers are carried into effect, and shall perform such other duties and have such other authority and powers as the Managers may from time to time prescribe.

6.8.President.  Subject to such supervisory powers, if any, as may be given by the Managers to the Chairman, the President shall have general and active management and control of the business and affairs of the Company, and shall have such other powers and duties as may be prescribed by the Managers or this Agreement.  If no Chairman has been elected, the President shall be the chief executive officer.  Within this authority and in the course of his duties, the President shall:

(a)have all the powers and functions of the Chairman during his absence, disability, or refusal to act, or in the absence of the establishment of such an office by the Managers;

(b)have all the powers and functions of the Treasurer in the absence of the establishment of such an office by the Managers;

(c)when authorized by the Managers or required by law, execute, in the name of the Company, deeds, conveyances, notices, leases, checks, drafts, bills of exchange, warrants, promissory notes, bonds, debentures, contracts, and other papers and instruments in writing and, unless the Managers shall order otherwise, make such contracts as the ordinary conduct of the Company’s business may require;

(d)appoint and remove, employ and discharge, and prescribe the duties and fix the compensation of all agents, employees, and clerks of the Company other than the duly appointed officers, subject to the approval of the Managers, and supervise, subject to the direction of the Managers, all of the officers, agents, and employees of the Company; and

(e)unless otherwise directed by the Managers, attend all meetings of the owners of any domestic or foreign limited liability company or other entity in which the Company holds an ownership interest, and act and vote on behalf of the Company at those meetings, either in person or by substitute appointed by the President.

6.9.Vice Presidents.  In the absence of the President or in the event of his death, inability or refusal to act, the Vice President (or in the event there be more than one Vice President, the Vice Presidents in the order designated at the time of their election, or in the absence of any designation, then in the order of their election), if one (or more) is appointed by

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the Managers, shall perform the duties of the President, and when so acting, shall have all the powers of and be subject to all the restrictions upon the President.  Any Vice President shall perform such other duties as from time to time may be assigned to him by a Senior Officer or by the Managers.

6.10.Secretary.  The Secretary shall:

(a)keep at the principal office of the Company, or such other place as the Managers may order, the minute book of the Company;

(b)keep the originals or copies of all records required to be kept and maintained pursuant to the Act;

(c)assure that all notices are duly given in accordance with the provisions of this Agreement or as required by law;

(d)be custodian of the Company’s records;

(e)perform any and all other duties described in this Agreement;

(f)assure that the books, reports, statements, certificates and all other documents and records required by law are properly kept and filed; and

(g)in general perform all duties as from time to time may be assigned to him by a Senior Officer or by the Managers.

6.11.Treasurer. The Treasurer, if one is appointed by the Managers, shall:

(a)have charge and custody of and be responsible for all funds and securities of the Company;

(b)keep full and accurate accounts of receipts and disbursements in the Company’s books;

(c)deposit all money and other valuables in the name and to the credit of the Company in such depositories as may be designated by the Managers;

(d)disburse the finds of the Company as may be ordered or authorized by the Managers and preserve proper vouchers for such disbursements;

(e)render to the Senior Officers and the Managers whenever any one or more of the Senior Officers or the Managers requires it, an account of all his transactions as Treasurer and of the financial condition of the Company;

(f)render a full financial report following the close of the Company’s fiscal year;

(g)be furnished by all officers and agents, at his request, such reports and statements as he may require as to all financial transactions of the Company; and

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(h)in general, perform all of the duties as from time to time may be assigned to him by a Senior Officer or the Managers.

If required by the Managers, the Treasurer shall give a bond for the faithful discharge of his duties in such sum and with such surety or sureties as the Managers shall determine.

6.12.Assistant Secretaries.  The assistant secretaries, in general, shall perform such duties as shall be assigned to them by the Secretary or by a Senior Officer or by the Managers.

6.13.Assistant Treasurers.  The assistant treasurers shall, if required by the Managers, give bonds for the faithful discharge of their duties in such sums and with such sureties as the Managers shall determine. The assistant treasurers, in general, shall perform such duties as shall be assigned to them by the Treasurer or by a Senior Officer or by the Managers.

6.14.Compensation.  The compensation of the officers shall be fixed from time to time by the Managers.

6.15.Sureties and Bonds.  The Managers may require any officer or agent of the Company to execute in favor of the Company a bond, in such sum and with such surety or sureties as the Managers may direct, conditioned upon the faithful performance of his duties to the Company and including responsibility for negligence and for the accounting for all property, funds or securities of the Company which may come into his hands.

ARTICLE 7.

COMPANY PROPERTY

7.1.Ownership of Company Property.  All Company Property shall be deemed owned by the Company as an entity, and the Managers shall not, individually, have any ownership interest in the Company Property.  All Company Property shall be held and conveyed in the name of the Company, unless the Managers determines that the Company Property should be acquired and conveyed in the name of one or more Person or Persons as nominee for the Company.

7.2.Nominees.  In the event the Managers determine that the Company Property should be held in the name of a nominee, the Company and the nominee shall place a written declaration of trust in the Company’s books and records acknowledging the nominee’s capacity and the Company as the true owner of the Company Property. In the event the Member acts as a nominee for Company Property, the Member shall not have an interest in the Company Property held by the Member as nominee nor be liable for any Company debt in excess of that attributable to the Member’s limited liability company interest.

ARTICLE 8.

DISSOLUTION

8.1.Dissolution.  The Company shall be dissolved upon the decision of the Member to dissolve the Company. No other event, including an event described in Section 18-801 of the Act, will cause the Company to dissolve.

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8.2.Liquidation and Termination.  On dissolution of the Company, the Managers shall act as liquidator or shall appoint one or more Person or Persons as liquidator. The liquidator shall proceed diligently to wind up the affairs of the Company and make final distributions as provided herein and in the Act. The costs of liquidation shall be borne as a Company expense. Until final distribution, the liquidator shall continue to operate the Company Property with all of the power and authority of the Member. All distributions in kind (if any) to the Member shall be made subject to the liability of the Member for costs, expenses, and liabilities theretofore incurred or for which the Company has committed prior to the date of termination and those costs, expenses and liabilities shall be allocated to the Member. The distribution of cash and/or property to the Member in accordance with the provisions of this Section 8.02 constitutes a complete return to the Member of its capital contributions and a complete distribution to the Member of its limited liability company interest in all the Company’s Property.

8.3.Certificate of Cancellation.  On completion of the distribution of the Company’s assets as provided herein, the Company is terminated and the Member (or such other Person or Persons as the Act may require or permit) shall file a Certificate of Cancellation with the Secretary of Delaware, cancel any other filings made pursuant to Section 2.07, and take such other actions as may be necessary to terminate the Company.

ART1CLE 9.

GENERAL PROVISIONS

9.1.Books and Records.  The Company shall keep and maintain, at the expense of the Company, such records that the Company is required to maintain under the Act. Such records shall be kept and maintained, or made available, at the principal office of the Company as required by the Act.

9.2.Invalid Provision.  The provisions set forth in this Agreement are severable, and the invalidity or unenforceability of any particular provision of this Agreement shall not affect the other provisions hereof, and this Agreement shall be construed in all respects as if such invalid or unenforceable provisions were omitted and, in lieu of each invalid or unenforceable provision, there will be added automatically as a part of this Agreement a provision as similar in terms to the invalid or unenforceable provision as may be possible and be valid and enforceable.

9.3.Counterparts.  While this Agreement may be executed in multiple counterparts, each fully executed copy shall, for all purposes, be deemed to be the original, but all of such executed counterparts shall be deemed to constitute but one and the same agreement.

9.4.Table of Contents; Captions.  The table of contents and the titles of the articles and sections in this Agreement have been inserted as a matter of convenience of reference only and do not affect the meaning of or construction of any of the terms or provisions in this Agreement.

9.5.Successors and Assigns.  The provisions of this Agreement shall be binding on and inure to the benefit of the Member, and its successors, and assigns.

9.6. Waiver.  No failure by the Member or the Company to insist upon strict performance of any covenant, duty, agreement, or condition of this Agreement or to exercise any

12

right or remedy as a result of a breach thereof shall constitute a waiver of such breach or by any covenant, duty, agreement, or condition.

9.7.Number and Gender.  Whenever the context so requires, all words used in this Agreement in any gender will be deemed to include the masculine, feminine, and neuter gender, and all singular words will include the plural and all plural words will include the singular.

9.8.Checks and Drafts.  All checks, drafts or other orders for the payment of money, notes or other evidences of indebtedness issued in the name of the Company, shall be signed by such agent or agents of the Company and in such manner as shall from time to time be determined by the Managers.

9.9.Notices.  All notices given under this Agreement shall be deemed to have been given or made (a) if delivered in person, upon actual receipt, (b) if mailed, three (3) days after deposit in the United States mail, certified mail, return receipt requested, postage prepaid, (c) if delivered by overnight delivery service or by telegraph or cable, the day after delivery to the overnight delivery service, the telegraph company or the cable company, or (d) if sent by telex or facsimile to a telex or facsimile machine owned or operated by a party, when so sent. Notwithstanding the foregoing, notices of change of address shall become effective only upon actual receipt.

9.10.Governing Law; Severability.  THIS AGREEMENT IS GOVERNED BY AND SHALL BE CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF DELAWARE, EXCLUDING ANY CONFLICT-OF-LAWS RULE OR PRINCIPLE THAT MIGHT REFER THE GOVERNANCE OF THE CONSTRUCTION OF THIS AGREEMENT TO THE LAW OF ANOTHER JURISDICTION. In the event of a direct conflict between the provisions of this Agreement and (a) any provision of the Certificate of Formation, or (b) any mandatory provision of the Act, the applicable provision of the Certificate of Formation or the Act shall control.

9.11.Notice to Member of Provisions of this Agreement.  By executing thisAgreement, the Member acknowledges that it has actual notice of (a) all of the provisions of this Agreement, and (b) all of the provisions of the Certificate of Formation. The Member hereby agrees that this Agreement constitutes adequate notice of all such provisions, and the Member hereby waives any requirement that any further notice thereunder be given.

9.12.Entire Agreement.  This Agreement constitutes the entire agreement of the Member relating to the Company and supersedes all prior contracts or agreements with respect to the Company, whether oral or written.

9.13.Amendment of Agreement.  This Agreement may be altered, amended or repealed and a new Agreement entered into exclusively by the Member.

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EXECUTED effective as of the Effective Date.

MEMBER
AOR Management Company of Missouri, Inc.
By:	/s/ Phillip H. Watts
Phillip H. Watts,
Vice President

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EX-3.35(A)

Exhibit 3.35(a)

State of Delaware

Secretary of State

Division of Corporations

Delivered 12:04 PM 06/02/2003

FILED 11:59 AM 06/02/2002

SRV 030361228 - 3664958 FILE

CERTIFICATE OF FORMATION

OF

TEXAS PHARMACEUTICAL SERVICES, LLC

The undersigned natural person of the age of eighteen (18) years or more, being an authorized person under the Delaware Limited Liability Company Act, hereby executes this Certificate of Formation.

1.NAME.  The name of the limited liability company is TEXAS PHARMACEUTICAL SERVICES, LLC.

2.REGISTERED OFFICE.  The address of the limited liability company’s registered office is 1209 Orange Street, Wilmington, Delaware 19801.

3.REGISTERED AGENT.  The name and address of the limited liability company’s registered agent is The Corporation Trust Company, 1209 Orange Street, Wilmington, Delaware 19801.

IN WITNESS WHEREOF, the undersigned has executed this Certificate of Formation of TEXAS PHARMACEUTICAL SERVICES, LLC this 30^th day of May 2003.

By:	/s/	Phillip H. Watts
		Phillip H. Watts
		Authorized Person

EX-3.35(B)

Exhibit 3.35(b)

LIMITED LIABILITY COMPANY AGREEMENT

OF

TEXAS PHARMACEUTICAL SERVICES, LLC

A Delaware Limited Liability Company

TABLE OF CONTENTS

ARTICLE 1.	DEFINITIONS
1.1.	Definitions
1.2.	Terms Defined in Act
1.3.	Words of Inclusion
1.4.	Section and Article References
2.1.	Formation of Limited Liability Company
2.2.	Name
2.3.	Purposes; Powers
2.4.	Term
2.5.	Principal Office
2.6.	Registered Office and Registered Agent
2.7.	Other Documents and Acts
ARTICLE 3.	SINGLE MEMBER LIMITED LIABILITY COMPANY
3.1.	Initial Member
3.2.	No Additional Members
3.3.	Liability to Third Parties
3.4.	Liability to Company
3.5.	Indemnification
3.6.	Independent Activities
ARTICLE 4.	CAPITAL; DISTRIBUTIONS
4.1.	Initial Contributions
4.2.	Additional Funds
4.3.	Limited Liability of Member
4.4.	Loans
4.5.	Distributions
ARTICLE 5.	MANAGEMENT
5.1.	General Powers of Managers
5.2.	Limitations on Power and Authority of Managers
5.3.	Number; Qualifications
5.4.	Designation of Managers
5.5.	Change in Number
5.6.	Removal
5.7.	Resignation
5.8.	Vacancies
5.9.	Annual Meetings
5.10.	Regular Meetings
5.11.	Special Meetings
5.12.	Place of Meetings
5.13.	Notice of Meetings
5.14.	Quorum
5.15.	Manner of Acting

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5.16.	Order of Business
5.17.	Compensation
5.18.	Liability to Third Parties
5.19.	Indemnification
5.20.	Independent Activities
ARTICLE 6.	OFFICERS
6.1.	Number
6.2.	Authority
6.3.	Appointment and Term of Office
6.4.	Removal
6.5.	Resignation
6.6.	Vacancies
6.7.	Chairman
6.8.	President
6.9.	Vice Presidents
6.10.	Secretary
6.11.	Treasurer
6.12.	Assistant Secretaries
6.13.	Assistant Treasurers
6.14.	Compensation
6.15.	Sureties and Bonds
ARTICLE 7.	COMPANY PROPERTY
7.1.	Ownership of Company Property
7.2.	Nominees
ARTICLE 8.	DISSOLUTION
8.1.	Dissolution
8.2.	Liquidation and Termination
8.3.	Certificate of Cancellation
ARTICLE 9.	GENERAL PROVISIONS
9.1.	Books and Records
9.2.	Invalid Provision
9.3.	Counterparts
9.4.	Table of Contents; Captions
9.5.	Successors and Asssigns
9.6.	Waiver
9.7.	Number and Gender
9.8.	Checks and Drafts
9.9.	Notices
9.10.	Governing, Law; Severability
9.11.	Notice to Member of Provisions of this Agreement
9.12.	Entire Agreement
9.13.	Amendment of Agreement

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LIMITED LIABILITY COMPANY AGREEMENT

OF

TEXAS PHARMACEUTICAL SERVICES, LLC

A Delaware Limited Liability Company

THIS LIMITED LIABILITY COMPANY AGREEMENT OF TEXAS PHARMACEUTICAL SERVICES, LLC dated as of May 30, 2003 (the “Effective Date”), is entered into by AOR of Texas Management Limited Partnership, a Texas limited partnership, as the sole Member of the Company.

ARTICLE 1.

DEFINITIONS

1.1.Definitions. When used in this Agreement, the following words and phrases shall have the respective meanings specified in this Article 1 or in the section referred to unless a different meaning is clearly required by the context:

Act means the Delaware Limited Liability Company Act, as amended from time to time, or any corresponding provision or provisions of succeeding law.

Agreement means this limited liability company agreement as originally executed and as amended from time to time.

Certificate of Formation means the Certificate of Formation of the Company filed with the Secretary of State of Delaware, as amended from time to time.

Company means the limited liability company formed pursuant to the Certificate of Formation.

Company Property means all real and personal property from time to time owned by the Company.

Managers means, initially, R. Dale Ross and Bruce D. Broussard, and thereafter, those Persons who are designated as managers of the Company pursuant to this Agreement.

Member means AOR of Texas Management Limited Partnership, a Texas corporation.

Person means a natural person, partnership (whether general or limited and whether domestic or foreign), limited liability company, foreign limited liability company, trust, estate, association, corporation, custodian, nominee or any other individual or entity in its own or any representative capacity.

Senior Officers means the Chairman (if the office of Chairman is filled) and the President.

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1.2.Terms Defined in Act. Terms defined in the Act and used in this Agreement shall have the meanings provided in the Act unless otherwise defined in this Agreement or unless the context otherwise requires.

1.3.Words of Inclusion. When used in this Agreement, the word “including” shall mean “including without limitation.”

1.4.Section and Article References. References in this Agreement to specific sections and articles refer to sections and articles of this Agreement unless otherwise stated.

ARTICLE 2.

ORGANIZATION

2.1.Formation of Limited Liability Company. The Company has been formed as a Delaware limited liability company pursuant to the Act, effective upon the filing of the Certificate of Formation with the Secretary of State of Delaware. Except as provided to the contrary in this Agreement, the management of the affairs of the Company and the rights and obligations of the Member shall be governed by the provisions of the Act.

2.2.Name. The name of the Company is TEXAS PHARMACEUTICAL SERVICES, LLC. The Managers may adopt one or more fictitious names for use by the Company from time to time, and shall make all filings required under applicable law in connection with any change in the name of the Company or the adoption or use of any fictitious name by the Company.

2.3.Purposes; Powers. The purpose of the Company shall be to transact any or all lawful business for which limited liability companies may be formed under the Act. The Company shall have the power to do everything necessary, advisable, proper or convenient for the accomplishment of its purpose, subject to the provisions of this Agreement and applicable law.

2.4.Term. The Company commenced effective upon the filing of the Certificate of Formation with the Secretary of State of Delaware, and shall continue in existence until terminated as provided in this Agreement.

2.5.Principal Office. The principal office of the Company where records are to be kept or made available shall be at 16825 Northchase Drive, Suite 1300, Houston, Texas 77060. The Managers may change the principal place of business of the Company from time to time and may establish, maintain and abandon one or more additional places of business of the Company.

2.6.Registered Office and Registered Agent. The Company shall have and continuously maintain in the State of Delaware:

(a)A registered office which may be, but need not be, the same as its place of business; and

(b)A registered agent who has a business office identical with such registered office and who is either (i) an individual resident of the State of Delaware, or (ii) a domestic corporation, or a domestic limited partnership, or a domestic limited liability

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company, or a domestic business trust, or a foreign corporation, or a foreign limited partnership, or a foreign limited liability company authorized to do business in the State of Delaware.

The address of the initial registered office of the Company and the name of the Company’s initial registered agent are set forth in the Certificate of Formation. The Managers may change the registered office and the registered agent of the Company from time to time.

2.7.Other Documents and Acts. The Member shall execute and deliver such additional documents and perform such additional acts consistent with the terms of this Agreement as may be necessary to comply with the requirements of law for the formation, qualification, and operation of a limited liability company in the State of Delaware and in each jurisdiction in which the Company shall conduct business.

ARTICLE 3.

SINGLE MEMBER LIMITED LIABILITY COMPANY

3.1.Initial Member. The initial Member of the Company is AOR of Texas Management Limited Partnership., which is admitted to the Company contemporaneously with its execution of this Agreement and the making of its initial capital contribution.  The initial Member’s address is 16825 Northchase Drive, Suite 1300, Houston, Texas 77060.

3.2.No Additional Members. The Company is intended to be a single member limited liability company. No additional Persons may be admitted to the Company as members unless and until this Agreement has been amended to provide for additional members.

3.3.Liability to Third Parties. Except as otherwise provided by the Act, the Member shall not be obligated personally for any debt, obligation or liability of the Company, whether arising in contract, tort or otherwise, solely by reason of being a member of the Company.

3.4.Liability to Company. Neither the Member nor any of its officers, directors, employees or agents, shall be liable, responsible or accountable to the Company in damages or otherwise for any act or omission of the Member or any of its officers, directors, employees or agents in connection with acts carried out on behalf of the Company SPECIFICALLY INCLUDING THE MEMBER’S OR ANY OF ITS OFFICER’S, DIRECTOR’S, EMPLOYEE’S OR AGENT’S SOLE, PARTIAL OR CONCURRENT NEGLIGENCE, provided the Member or any of its officers, directors, employees or agents shall be liable for any material breach of any obligation under this Agreement or for fraud, willful misconduct or gross negligence committed toward the Company.

3.5.Indemnification. The Company shall and does hereby indemnify and hold harmless the Member and each of its officers, directors, employees and agents from any loss, damage, claim or liability, including reasonable attorneys’ fees and expenses, that they may incur by reason of any act, or failure to act, performed on behalf of the Company in the furtherance of the Company’s interests to the fullest extent permitted by the Act; provided in no event shall the Company indemnify the Member or its officers, directors, employees or agents for any act or performance which is a material breach of any obligation under this Agreement or the Member’s or its officer’s, director’s, employee’s or agent’s respective act of fraud, willful misconduct or

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gross negligence. It is the express intent of this Section 3.5 to provide an indemnity to the Member and its officers, directors, employees and agents for their acts or omissions of negligence or comparative negligence or contributory negligence or similar liability SPECIFICALLY INCLUDING THE INDEMNIFIED PERSON’S SOLE, PARTIAL OR CONCURRENT NEGLIGENCE.

3.6.Independent Activities. The Member may, notwithstanding this Agreement, engage in whatever activities it chooses, whether the same are competitive with the Company or otherwise, without having or incurring any obligation to offer any interest in such activities to the Company.

ARTICLE 4.

CAPITAL; DISTRIBUTIONS

4.1.Initial Contributions. The Member has made an initial contribution to the capital of the Company of $1,000.00 in cash.

4.2.Additional Funds. Any additional funds required by the Company to meet its cash requirements may be provided by capital contributions from the Member or borrowed by the Company on terms and conditions and from one or more Persons as the Company deems appropriate. The Member shall not have any obligation to advance (either as a loan or a capital contribution) any additional funds to the Company. Nothing in this Section 4.2 is intended or will be deemed to benefit any creditor of the Company, and no creditor of the Company will be entitled to require the Company to solicit or accept any loan or additional capital contribution for the Company or to enforce any right which the Company may have against the Member under this Agreement or otherwise.

4.3.Limited Liability of Member. Without limiting the generality of Section 4.2, the Member shall not be obligated to make any capital contribution to the Company, or otherwise to provide funds to the Company.

4.4.Loans. The Member may, but shall not be obligated to, loan funds to the Company at an interest rate and upon terms determined by the Company and the Managers. Loans by the Member to the Company shall not be considered contributions to the capital of the Company, and as to any funds so loaned, the Member shall be deemed a creditor of the Company and shall be entitled to be paid principal and interest thereon without regard to the profits of the Company.

4.5.Distributions. Distributions from the Company to the Member shall be made at such times and in such amounts as may be determined by the Managers.

ARTICLE 5.

MANAGEMENT

5.1.General Powers of Managers. Management of the Company is vested in the Managers. The powers of the Company shall be exercised by or under the authority of, and the business and affairs of the Company shall be managed under the direction of the Managers, subject to limitations imposed by law, the Certificate of Formation, or this Agreement.

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5.2.Limitations on Power and Authority of Managers. Without the consent of the Member, the Managers shall not have the right or power to do any of the following:

(a)Engage in any act in contravention of this Agreement.

(b)Engage in any act which would make it impossible to carry on the ordinary business of the Company.

(c)Confess a judgment against the Company.

(d)Possess Company Property or assign the Company’s rights in specific Company Property for other than a Company purpose.

(e)Cause the Company to be merged with one or more domestic or foreign limited liability companies or any other business entity, or to convert into another form of business entity, or to enter into an agreement to do any of the foregoing.

(f)Authorize the Company to sell all or substantially all of its assets.

(g)Amend the Certificate of Formation.

(h)Change the status of the Company from one in which management is vested in the Managers to one in which management is reserved to the Members.

(i)Assign all or any part of the Company Property in trust for creditors or on the assignee’s promise to pay the debts of the Company.

(j)Submit a claim or liability of the Company to arbitration or reference.

(k)Make, execute or deliver for the Company any bond, mortgage, deed of trust, guaranty, indemnity bond, surety bond, or accommodation paper or accommodation endorsement.

(1)Borrow money in the Company’s name, lend money on behalf of the Company, or use the Company Property as collateral.

(m)Assign, transfer, pledge, compromise or release any claim of or debt owing to the Company except upon payment in full.

(n)Do any of the acts for which the consent of the Member is required by other sections of this Agreement without first obtaining such consent.

5.3.Number; Qualifications. The number of Managers is two (2) until otherwise changed pursuant to this Agreement. Managers need not be residents of any particular state, but must be individuals.

5.4.Designation of Managers. The Managers shall be designated by the Member in writing from time to time.  Each Manager shall hold office until his successor shall have been duly designated and shall have qualified or until his death or until his resignation or his removal

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from office in the manner hereinafter provided. R. Dale Ross and Bruce D. Broussard are named by the Member as the initial Managers of the Company.

5.5.Change in Number. The number of Managers may be increased or decreased from time to time by written resolution of the Member. The designation in writing of a lesser or greater number of Managers than the number fixed in this Agreement or last fixed by resolution of the Member shall be deemed to decrease or increase automatically the number of Managers to the number designated.

5.6.Removal. All the Managers, or any individual Manager, may be removed from office, with or without cause and without notice or hearing, by the Member. Written notice of the removal of a Manager shall be delivered personally or by certified mail directly to such Manager’s last known address.

5.7.Resignation. Any Manager may resign at any time by giving oral or written notice to the Managers or to a Senior Officer or to the Secretary. Unless otherwise specified in the notice, the resignation shall take effect upon receipt thereof and acceptance of the resignation shall not be necessary to make it effective.

5.8.Vacancies. Any vacancy occurring in the Managers may be filled by the Member.

5.9.Annual Meetings. The annual meeting of the Managers shall be held during the month of April of each year on such day and at such time as shall be specified in written notice thereof given by the Member. At such meeting, the Managers shall appoint the officers of the Company and may transact any other business as may lawfully come before the meeting. In the event that the annual meeting is not held within such month, the Managers shall prescribe the date and time for the annual meeting to be held as soon thereafter as practicable, and any business transacted or elections held at such meeting shall be valid as if transacted or held during such month.

5.10.Regular Meetings. The Managers may provide by resolution the time and place for the holding of additional regular meetings without other notice than that provided by the adoption of such resolution.

5.11.Special Meetings. Special meetings of the Managers may be called by or at the request of a Senior Officer or any of the Managers. The person or persons authorized to call special meetings of the Managers may fix the place for holding any special meetings of the Managers called by them.

5.12.Place of Meetings. Meetings of the Managers, annual, regular or special, may be held within or without the State of Delaware.

5.13.Notice of Meetings. Regular meetings of the Managers may be held without notice as provided in this Agreement. Notice of any annual or special meeting of the Managers shall be given no less than five (5) days prior to the meeting by written notice delivered personally or mailed to each Manager at his business or residence address, or by telegram. The attendance of a Manager at a meeting shall constitute a waiver of notice of such meeting, except

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when a Manager attends a meeting for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened. Neither the business to be transacted at, nor the purpose of, any meeting of the Managers need be specified in the notice or waiver of notice of such meeting.

5.14.Quorum. A majority of the number of Managers fixed in accordance with this Agreement shall constitute a quorum for the transaction of business at any meeting of the Managers, but if less than such majority is present at a meeting, a majority of the Managers present may adjourn the meeting from time to time without notice, other than announcement at the meeting, until a quorum is present.

5.15.Manner of Acting. The act of the majority of the Managers shall be the act of the Managers unless the act of a greater number is required by law or by the Certificate of Formation or by this Agreement.  Any reference in this Agreement to any action taken by the Managers shall mean the act of the majority of the Managers.

5.16.Order of Business. The suggested order of business at meetings of the Managers shall be as follows:

(a)Call to order.

(b)Presentation of proof of due notice of the meeting, if required by this Agreement (or waiver thereof).

(c)Announcement of a quorum.

(d)Reading (or waiver thereof) and approval of minutes of previous meeting.

(e)Announcements.

(f)Reports of officers.

(g)Unfinished business.

(h)New business (including, if applicable, election of officers and declaration of distributions).

(i)Adjournment.

5.17.Compensation. By resolution of the Managers, each Manager may be paid his expenses, if any, of attendance at each meeting of the Managers, and may be paid a fixed sum for attendance at each meeting of the Managers or a stated salary as Manager. No such payment shall preclude any Manager from serving the Company in any other capacity and receiving compensation therefor.

5.18.Liability to Third Parties. Except as otherwise provided by the Act, no Manager shall be obligated personally for any debt, obligation or liability of the Company, whether arising in contract, tort or otherwise, solely by reason of acting as a manager of the Company.

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5.19.Indemnification. The Company shall and does hereby indemnify and hold harmless each Manager from any loss, damage, claim or liability, including reasonable attorneys’ fees and expenses, that he may incur by reason of any act, or failure to act, performed on behalf of the Company in the furtherance of the Company’s interests to the fullest extent permitted by the Act; provided in no event shall the Company indemnify a Manager for any act or performance which is a material breach of any obligation under this Agreement or the Manager’s act of fraud, willful misconduct or gross negligence. It is the express intent of this Section 5.19 to provide an indemnity to each Manager for his acts or omissions of negligence or comparative negligence or contributory negligence or similar liability SPECIFICALLY INCLUDING THE INDEMNIFIED PERSON’S SOLE, PARTIAL OR CONCURRENT NEGLIGENCE.

5.20.Independent Activities. A Manager may, notwithstanding this Agreement, engage in whatever activities he chooses, whether the same are competitive with the Company or otherwise, without having or incurring any obligation to offer any interest in such activities to the Company.

ARTICLE 6.

OFFICERS

6.1.Number. The officers of the Company shall be a president and a secretary, each of whom shall be appointed by the Managers.  The Managers may appoint, at their option, a chairman, one or more vice presidents (the number thereof to be determined by the Managers), a treasurer, and such other officers and assistant officers as may be deemed appropriate. Any two (2) or more offices may be held by the same individual.

6.2.Authority. All officers and agents of the Company shall have full authority to perform such duties in the management of the Company as may be provided in this Agreement, or as may be determined by the Managers not inconsistent with this Agreement. All officers and agents of the Company are subject in all matters to the supervisory control of the Managers and only the Managers have authority to make policy decisions on behalf of the Company.

6.3.Appointment and Term of Office. Officers shall be appointed by the Managers at the annual meeting of the Managers.   If the appointment of officers shall not occur at such meeting, such appointment shall occur as soon thereafter as is convenient.  Each officer shall hold office until his successor shall have been duly appointed and shall have qualified or until his death or until his resignation or his removal from office in the manner hereinafter provided.

6.4.Removal. Any officer or agent appointed by the Managers may be removed, with or without cause and without notice or hearing, by the Managers whenever in the Managers’ judgment the best interest of the Company will be served thereby.   Such removal shall be without prejudice to the contract rights, if any, of the person so removed.  Appointment of an officer shall not of itself create any contractual rights. Written notice of the removal of an officer or agent shall be delivered personally or by certified mail directly to such officer’s or agent’s last known address.

6.5.Resignation. Any officer may resign at any time by giving oral or written notice to the Managers or to a Senior Officer or to the Secretary.  Unless otherwise specified in the

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notice, the resignation shall take effect upon receipt thereof and acceptance of such resignation shall not be necessary to make it effective.

6.6.Vacancies. A vacancy in any office because of death, resignation, removal, disqualification or otherwise, may be filled by the Managers for the unexpired portion of the term.

6.7.Chairman. The Chairman, if one is appointed by the Managers, shall be the chief executive officer of the Company, shall have general control of the business and affairs of the Company, shall see that all orders and decisions of the Managers are carried into effect, and shall perform such other duties and have such other authority and powers as the Managers may from time to time prescribe.

6.8.President. Subject to such supervisory powers, if any, as may be given by the Managers to the Chairman, the President shall have general and active management and control of the business and affairs of the Company, and shall have such other powers and duties as may be prescribed by the Managers or this Agreement   If no Chairman has been elected, the President shall be the chief executive officer.   Within this authority and in the course of his duties, the President shall:

(a)have all the powers and functions of the Chairman during his absence, disability, or refusal to act, or in the absence of the establishment of such an office by the Managers;

(b)have all the powers and functions of the Treasurer in the absence of the establishment of such an office by the Managers;

(c)when authorized by the Managers or required by law, execute, in the name of the Company, deeds, conveyances, notices, leases, checks, drafts, bills of exchange, warrants, promissory notes, bonds, debentures, contracts, and other papers and instruments in writing and, unless the Managers shall order otherwise, make such contracts as the ordinary conduct of the Company’s business may require;

(d)appoint and remove, employ and discharge, and prescribe the duties and fix the compensation of all agents, employees, and clerks of the Company other than the duly appointed officers, subject to the approval of the Managers, and supervise, subject to the direction of the Managers, all of the officers, agents, and employees of the Company; and

(e)unless otherwise directed by the Managers, attend all meetings of the owners of any domestic or foreign limited liability company or other entity in which the Company holds an ownership interest, and act and vote on behalf of the Company at those meetings, either in person or by substitute appointed by the President.

6.9.Vice Presidents. In the absence of the President or in the event of his death, inability or refusal to act, the Vice President (or in the event there be more than one Vice President, the Vice Presidents in the order designated at the time of their election, or in the absence of any designation, then in the order of their election), if one (or more) is appointed by

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the Managers, shall perform the duties of the President, and when so acting, shall have all the powers of and be subject to all the restrictions upon the President. Any Vice President shall perform such other duties as from time to time may be assigned to him by a Senior Officer or by the Managers.

6.10.Secretary. The Secretary shall:

(a)keep at the principal office of the Company, or such other place as the Managers may order, the minute book of the Company;

(b)keep the originals or copies of all records required to be kept and maintained pursuant to the Act;

(c)assure that all notices are duly given in accordance with the provisions of this Agreement or as required by law;

(d)be custodian of the Company’s records;

(e)perform any and all other duties described in this Agreement;

(f)assure that the books, reports, statements, certificates and all other documents and records required by law are properly kept and filed; and

(g)in general perform all duties as from time to time may be assigned to him by a Senior Officer or by the Managers.

6.11.Treasurer. The Treasurer, if one is appointed by the Managers, shall:

(a)have charge and custody of and be responsible for all funds and securities of the Company;

(b)keep full and accurate accounts of receipts and disbursements in the Company’s books;

(c)deposit all money and other valuables in the name and to the credit of the Company in such depositories as may be designated by the Managers;

(d)disburse the finds of the Company as may be ordered or authorized by the Managers and preserve proper vouchers for such disbursements;

(e)render to the Senior Officers and the Managers whenever any one or more of the Senior Officers or the Managers requires it, an account of all his transactions as Treasurer and of the financial condition of the Company;

(f)render a full financial report following the close of the Company’s fiscal year;

(g)be furnished by all officers and agents, at his request, such reports and statements as he may require as to all financial transactions of the Company; and

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(h)in general, perform all of the duties as from time to time may be assigned to him by a Senior Officer or the Managers.

If required by the Managers, the Treasurer shall give a bond for the faithful discharge of his duties in such sum and with such surety or sureties as the Managers shall determine.

6.12.Assistant Secretaries. The assistant secretaries, in general, shall perform such duties as shall be assigned to them by the Secretary or by a Senior Officer or by the Managers.

6.13.Assistant Treasurers. The assistant treasurers shall, if required by the Managers, give bonds for the faithful discharge of their duties in such sums and with such sureties as the Managers shall determine. The assistant treasurers, in general, shall perform such duties as shall be assigned to them by the Treasurer or by a Senior Officer or by the Managers.

6.14.Compensation. The compensation of the officers shall be fixed from time to time by the Managers.

6.15.Sureties and Bonds. The Managers may require any officer or agent of the Company to execute in favor of the Company a bond, in such sum and with such surety or sureties as the Managers may direct, conditioned upon the faithful performance of his duties to the Company and including responsibility for negligence and for the accounting for all property, funds or securities of the Company which may come into his hands.

ARTICLE 7.

COMPANY PROPERTY

7.1.Ownership of Company Property. All Company Property shall be deemed owned by the Company as an entity, and the Managers shall not, individually, have any ownership interest in the Company Property. All Company Property shall be held and conveyed in the name of the Company, unless the Managers determines that the Company Property should be acquired and conveyed in the name of one or more Person or Persons as nominee for the Company.

7.2.Nominees. In the event the Managers determine that the Company Property should be held in the name of a nominee, the Company and the nominee shall place a written declaration of trust in the Company’s books and records acknowledging the nominee’s capacity and the Company as the true owner of the Company Property. In the event the Member acts as a nominee for Company Property, the Member shall not have an interest in the Company Property held by the Member as nominee nor be liable for any Company debt in excess of that attributable to the Member’s limited liability company interest.

ARTICLE 8.

DISSOLUTION

8.1.Dissolution. The Company shall be dissolved upon the decision of the Member to dissolve the Company. No other event, including an event described in Section 18-801 of the Act, will cause the Company to dissolve.

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8.2.Liquidation and Termination. On dissolution of the Company, the Managers shall act as liquidator or shall appoint one or more Person or Persons as liquidator. The liquidator shall proceed diligently to wind up the affairs of the Company and make final distributions as provided herein and in the Act. The costs of liquidation shall be borne as a Company expense. Until final distribution, the liquidator shall continue to operate the Company Property with all of the power and authority of the Member. All distributions in kind (if any) to the Member shall be made subject to the liability of the Member for costs, expenses, and liabilities theretofore incurred or for which the Company has committed prior to the date of termination and those costs, expenses and liabilities shall be allocated to the Member. The distribution of cash and/or property to the Member in accordance with the provisions of this Section 8.2 constitutes a complete return to the Member of its capital contributions and a complete distribution to the Member of its limited liability company interest in all the Company’s Property.

8.3.Certificate of Cancellation. On completion of the distribution of the Company’s assets as provided herein, the Company is terminated and the Member (or such other Person or Persons as the Act may require or permit) shall file a Certificate of Cancellation with the Secretary of Delaware, cancel any other filings made pursuant to Section 2.7, and take such other actions as may be necessary to terminate the Company.

ARTICLE 9.

GENERAL PROVISIONS

9.1.Books and Records. The Company shall keep and maintain, at the expense of the Company, such records that the Company is required to maintain under the Act.  Such records shall be kept and maintained, or made available, at the principal office of the Company as required by the Act.

9.2.Invalid Provision. The provisions set forth in this Agreement are severable, and the invalidity or unenforceability of any particular provision of this Agreement shall not affect the other provisions hereof, and this Agreement shall be construed in all respects as if such invalid or unenforceable provisions were omitted and, in lieu of each invalid or unenforceable provision, there will be added automatically as a part of this Agreement a provision as similar in terms to the invalid or unenforceable provision as may be possible and be valid and enforceable.

9.3.Counterparts. While this Agreement may be executed in multiple counterparts, each fully executed copy shall, for all purposes, be deemed to be the original, but all of such executed counterparts shall be deemed to constitute but one and the same agreement.

9.4.Table of Contents; Captions. The table of contents and the titles of the articles and sections in this Agreement have been inserted as a matter of convenience of reference only and do not affect the meaning of or construction of any of the terms or provisions in this Agreement.

9.5.Successors and Assigns. The provisions of this Agreement shall be binding on and inure to the benefit of the Member, and its successors, and assigns.

9.6.Waiver. No failure by the Member or the Company to insist upon strict performance of any covenant, duty, agreement, or condition of this Agreement or to exercise any

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right or remedy as a result of a breach thereof shall constitute a waiver of such breach or by any covenant, duty, agreement, or condition.

9.7.Number and Gender. Whenever the context so requires, all words used in this Agreement in any gender will be deemed to include the masculine, feminine, and neuter gender, and all singular words will include the plural and all plural words will include the singular.

9.8.Checks and Drafts. All checks, drafts or other orders for the payment of money, notes or other evidences of indebtedness issued in the name of the Company, shall be signed by such agent or agents of the Company and in such manner as shall from time to time be determined by the Managers.

9.9.Notices. All notices given under this Agreement shall be deemed to have been given or made (a) if delivered in person, upon actual receipt, (b) if mailed, three (3) days after deposit in the United States mail, certified mail, return receipt requested, postage prepaid, (c) if delivered by overnight delivery service or by telegraph or cable, the day after delivery to the overnight delivery service, the telegraph company or the cable company, or (d) if sent by telex or facsimile to a telex or facsimile machine owned or operated by a party, when so sent. Notwithstanding the foregoing, notices of change of address shall become effective only upon actual receipt.

9.10.Governing. Law; Severability. THIS AGREEMENT IS GOVERNED BY AND SHALL BE CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF DELAWARE, EXCLUDING ANY CONFLICT-OF-LAWS RULE OR PRINCIPLE THAT MIGHT REFER THE GOVERNANCE OF THE CONSTRUCTION OF THIS AGREEMENT TO THE LAW OF ANOTHER JURISDICTION.  In the event of a direct conflict between the provisions of this Agreement and (a) any provision of the Certificate of Formation, or (b) any mandatory provision of the Act, the applicable provision of the Certificate of Formation or the Act shall control.

9.11.Notice to Member of Provisions of this Agreement. By executing this Agreement, the Member acknowledges that it has actual notice of (a) all of the provisions of this Agreement, and (b) all of the provisions of the Certificate of Formation. The Member hereby agrees mat this Agreement constitutes adequate notice of all such provisions, and the Member hereby waives any requirement that any further notice thereunder be given.

9.12.Entire Agreement. This Agreement constitutes the entire agreement of the Member relating to the Company and supersedes all prior contracts or agreements with respect to the Company, whether oral or written.

9.13.Amendment of Agreement. This Agreement may be altered, amended or repealed and a new Agreement entered into exclusively by the Member.

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EXECUTED effective as of the Effective Date.

MEMBER
AOR of Texas Management Limited Partnership
By:	/s/	Phillip H. Watts
		Phillip H. Watts, Vice President

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EX-3.36(A)

Exhibit 3.36(a)

STATE OF DELAWARE

SECRETARY OF STATE

DIVISION OF CORPORATIONS

FILED 04:30 PM 03/20/2003

030188684 – 3638521

CERTIFICATE OF FORMATION

OF

US ONCOLOGY PHARMACEUTICAL SERVICES, LLC

The undersigned natural person of the age of eighteen (18) years or more, being an authorized person under the Delaware Limited Liability Company Act, hereby executes this Certificate of Formation.

1.NAME.  The name of the limited liability company is US ONCOLOGY PHARMACEUTICAL SERVICES, LLC.

2.REGISTERED OFFICE.  The address of the limited liability company’s registered office is 1209 Orange Street, Wilmington, Delaware 19801.

3.REGISTERED AGENT.  The name and address of the limited liability company’s registered agent is the Corporation Trust Company, 1209 Orange Street, Wilmington, Delaware 19801.

IN WITNESS WHEREOF, the undersigned has executed this Certificate of Formation of US ONCOLOGY PHARMACEUTICAL SERVICES, LLC this 20^th day of March 2003.

By:	/s/	Phillip H. Watts
		Phillip H. Watts Authorized Person

EX-3.36(B)

Exhibit 3.36(b)

LIMITED LIABILITY COMPANY AGREEMENT

OF

US ONCOLOGY PHARMACEUTICAL SERVICES, LLC

A Delaware Limited Liability Company

TABLE OF CONTENTS

ARTICLE 1.	DEFINITIONS
1.1.	Definitions
1.2.	Terms Defined in Act
1.3.	Words of Inclusion
1.4.	Section and Article References
2.1.	Formation of Limited Liability Company
2.2.	Name
2.3.	Purposes; Powers
2.4.	Term
2.5.	Principal Office
2.6.	Registered Office and Registered Agent
2.7.	Other Documents and Acts
ARTICLE 3.	SINGLE MEMBER LIMITED LIABILITY COMPANY
3.1.	Initial Member
3.2.	No Additional Members
3.3.	Liability to Third Parties
3.4.	Liability to Company
3.5.	Indemnification
3.6.	Independent Activities
ARTICLE 4.	CAPITAL; DISTRIBUTIONS
4.1.	Initial Contributions
4.2.	Additional Funds
4.3.	Limited Liability of Member
4.4.	Loans
4.5.	Distributions
ARTICLE 5.	MANAGEMENT
5.1.	General Powers of Managers
5.2.	Limitations on Power and Authority of Managers
5.3.	Number; Qualifications
5.4.	Designation of Managers
5.5.	Change in Number
5.6.	Removal
5.7.	Resignation
5.8.	Vacancies
5.9.	Annual Meetings
5.10.	Regular Meetings
5.11.	Special Meetings
5.12.	Place of Meetings
5.13.	Notice of Meetings
5.14.	Quorum
5.15.	Manner of Acting

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5.16.	Order of Business
5.17.	Compensation
5.18.	Liability to Third Parties
5.19.	Indemnification
5.20.	Independent Activities
article 6.	officers
6.1.	Number
6.2.	Authority
6.3.	Appointment and Term of Office
6.4.	Removal
6.5.	Resignation
6.6.	Vacancies
6.7.	Chairman
6.8.	President
6.9.	Vice Presidents
6.10.	Secretary
6.11.	Treasurer
6.12.	Assistant Secretaries
6.13.	Assistant Treasurers
6.14.	Compensation
6.15.	Sureties and Bonds
ARTICLE 7.	COMPANY PROPERTY
7.1.	Ownership of Company Property
7.2.	Nominees
ARTICLE 8.	DISSOLUTION
8.1.	Dissolution
8.2.	Liquidation and Termination
8.3.	Certificate of Cancellation
ARTICLE 9.	GENERAL PROVISIONS
9.1.	Books and Records
9.2.	Invalid Provision
9.3.	Counterparts
9.4.	Table ofContents; Captions
9.5.	Successors and Asssigns
9.6.	Waiver
9.7.	Number and Gender
9.8.	Checks and Drafts
9.9.	Notices
9.10.	Governing, Law; Severability
9.11.	Notice to Member of Provisions of this Agreement
9.12.	Entire Agreement
9.13.	Amendment of Agreement

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LIMITED LIABILITY COMPANY AGREEMENT

OF

US ONCOLOGY PHARMACEUTICAL SERVICES, LLC

A Delaware Limited Liability Company

THIS LIMITED LIABILITY COMPANY AGREEMENT OF US ONCOLOGY PHARMACEUTICAL SERVICES, LLC dated as of March 20, 2003 (the “Effective Date”), is entered into by US Oncology Corporate, Inc., a Delaware corporation, as the sole Member of the Company.

ARTICLE 1.

DEFINITIONS

1.1.Definitions. When used in this Agreement, the following words and phrases shall have the respective meanings specified in this Article 1 or in the section referred to unless a different meaning is clearly required by the context:

Act means the Delaware Limited Liability Company Act, as amended from time to time, or any corresponding provision or provisions of succeeding law.

Agreement means this limited liability company agreement as originally executed and as amended from time to time.

Certificate of Formation means the Certificate of Formation of the Company filed with the Secretary of State of Delaware, as amended from time to time.

Company means the limited liability company formed pursuant to the Certificate of Formation.

Company Property means all real and personal property from time to time owned by the Company.

Managers means, initially, R. Dale Ross and Bruce D. Broussard, and thereafter, those Persons who are designated as managers of the Company pursuant to this Agreement.

Member means US Oncology Corporate, Inc., a Delaware corporation.

Person means a natural person, partnership (whether general or limited and whether domestic or foreign), limited liability company, foreign limited liability company, trust, estate, association, corporation, custodian, nominee or any other individual or entity in its own or any representative capacity.

Senior Officers means the Chairman (if the office of Chairman is filled) and the President.

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1.2.Terms Defined in Act. Terms defined in the Act and used in this Agreement shall have the meanings provided in the Act unless otherwise defined in this Agreement or unless the context otherwise requires.

1.3.Words of Inclusion. When used in this Agreement, the word “including” shall mean “including without limitation.”

1.4.Section and Article References. References inthis Agreement to specific sections and articles refer to sections andarticles of this Agreement unless otherwise stated.

ARTICLE 2.

ORGANIZATION

2.1.Formation of Limited Liability Company. The Company has been formed as a Delaware limited liability company pursuant to the Act, effective upon the filing of the Certificate of Formation with the Secretary of State of Delaware. Except as provided to the contrary in this Agreement, the management of the affairs of the Company and the rights and obligations of the Member shall be governed by the provisions of the Act.

2.2.Name. Thename of the Company is US ONCOLOGY PHARMACEUTICAL SERVICES, LLC. The Managers may adopt one or more fictitious names for use by the Company from time to time, and shall make all filings required under applicable law in connection with any change in the name of the Company or the adoption or use of any fictitious name by the Company.

2.3.Purposes; Powers. The purpose of the Company shall be to transact any or all lawful business for which limited liability companies may be formed under the Act. The Company shall have the power to do everything necessary, advisable, proper or convenient for the accomplishment of its purpose, subject to the provisions of this Agreement and applicable law.

2.4.Term. The Company commenced effective upon the filing of the Certificate of Formation with the Secretary of State of Delaware, and shall continue in existence until terminated as provided in this Agreement.

2.5.Principal Office. The principal office of the Company where records are to be kept or made available shall be at 16825 Northchase Drive, Suite 1300, Houston, Texas 77060. The Managers may change the principal place of business of the Company from time to time and may establish, maintain and abandon one or more additional places of business of the Company.

2.6.Registered Office and Registered Agent. The Company shall have and continuously maintain in the State of Delaware:

(a)A registered office which may be, but need not be, the same as its place of business; and

(b)A registered agent who has a business office identical with such registered office and who is either (i) an individual resident of the State of Delaware, or (ii) a

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domestic corporation, or a domestic limited partnership, or a domestic limited liability company, or a domestic business trust, or a foreign corporation, or a foreign limited partnership, or a foreign limited liability company authorized to do business in the State of Delaware.

The address of the initial registered office of the Company and the name of the Company’s initial registered agent are set forth in the Certificate of Formation. The Managers may change the registered office and the registered agent of the Company from time to time.

2.7.Other Documents and Acts. The Member shall execute and deliver such additional documents and perform such additional acts consistent with the terms of this Agreement as may be necessary to comply with therequirements of law for the formation, qualification, and operation of a limited liability company in the State of Delaware and in each jurisdiction in which the Company shall conduct business.

ARTICLE 3.

SINGLE MEMBER LIMITED LIABILITY COMPANY

3.1.Initial Member. The initial Member of the Company is US Oncology Corporate, Inc., which is admitted to the Company contemporaneously with its execution of this Agreement and the making of its initial capital contribution. The initial Member’s address is 16825 Northchase Drive, Suite 1300, Houston, Texas 77060.

3.2.No Additional Members. The Company is intended to be a single member limited liability company. No additional Persons may be admitted to the Company as members unless and until this Agreement has been amended to provide for additional members.

3.3.Liability to Third Parties. Except as otherwise provided by the Act, the Member shall not be obligated personally for any debt, obligation or liability of the Company, whether arising in contract, tort or otherwise, solely by reason of being a member of the Company.

3.4.Liability to Company. Neither the Member nor any of its officers, directors, employees or agents, shall be liable, responsible or accountable to the Company in damages or otherwise for any act or omission of the Member or any of its officers, directors, employees or agents in connection with acts carried out on behalf of the Company SPECIFICALLY INCLUDING THE MEMBER’S OR ANY OF ITS OFFICER’S, DIRECTOR’S, EMPLOYEE’S OR AGENT’S SOLE, PARTIAL OR CONCURRENT NEGLIGENCE, provided the Member or any of its officers, directors, employees or agents shall be liable for any material breach of any obligation under this Agreement or for fraud, willful misconduct or gross negligence committed toward the Company.

3.5.Indemnification. The Company shall and does hereby indemnify and hold harmless the Member and each of its officers, directors, employees and agents from any loss, damage, claim or liability, including reasonable attorneys’ fees and expenses, that they may incur by reason of any act, or failure to act, performed on behalf of the Company in the furtherance of the Company’s interests to the fullest extent permitted by the Act; provided in no event shall the Company indemnify the Member or its officers, directors, employees or agents for any act or performance which is a material breach of any obligation under this Agreement or the Member’s

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or its officer’s, director’s, employee’s or agent’s respective act of fraud, willful misconduct or gross negligence. It is the express intent of this Section 3.5 to provide an indemnity to the Member and its officers, directors, employees and agents for their acts or omissions of negligence or comparative negligence or contributory negligence or similar liability SPECIFICALLY INCLUDING THE INDEMNIFIED PERSON’S SOLE, PARTIAL OR CONCURRENT NEGLIGENCE.

3.6.Independent Activities. The Member may, notwithstanding this Agreement, engage in whatever activities it chooses, whether the same are competitive with the Company or otherwise, without having or incurring any obligation to offer any interest in such activities to the Company.

ARTICLE 4.

CAPITAL; DISTRIBUTIONS

4.1.Initial Contributions. The Member has made an initial contribution to the capital of the Company of $1,000.00 in cash.

4.2.Additional Funds. Any additional funds required by the Company to meet its cash requirements may be provided by capital contributions from the Member or borrowed by the Company on terms and conditions and from one or more Persons as the Company deems appropriate. The Member shall not have any obligation to advance (either as a loan or a capital contribution) any additional funds to the Company.  Nothing in this Section 4.2 is intended or will be deemed to benefit any creditor of the Company, and no creditor of the Company will be entitled to require the Company to solicit or accept any loan or additional capital contribution for the Company or to enforce any right which the Company may have against the Member under this Agreement or otherwise.

4.3.Limited Liability of Member. Without limiting the generality of Section 4.2, the Member shall not be obligated to make any capital contribution to the Company, or otherwise to provide funds to the Company.

4.4.Loans. The Member may, but shall not be obligated to, loan funds to the Company at an interest rate and upon terms determined by the Company and the Managers, Loans by the Member to the Company shall not be considered contributions to the capital of the Company, and as to any funds so loaned, the Member shall be deemed a creditor of the Company and shall be entitled to be paid principal and interest thereon without regard to the profits of the Company.

4.5.Distributions. Distributions from the Company to the Member shall be made at such times and in such amounts as may be determined by the Managers.

ARTICLE 5.

MANAGEMENT

5.1.General Powers of Managers. Management of the Company is vested in the Managers. The powers of the Company shall be exercised by or under the authority of, and the

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business and affairs of the Company shall be managed under the direction of the Managers, subject to limitations imposed by law, the Certificate of Formation, or this Agreement.

5.2.Limitations on Power and Authority of Managers. Without the consent of the Member, the Managers shall not have the right or power to do any of the following:

(a)Engage in any act in contravention of this Agreement.

(b)Engage inany act which would make it impossible to carry on the ordinary business of the Company.

(c)Confess a judgment against the Company.

(d)Possess Company Property or assignthe Company’s rights in specific Company Property for other than a Company purpose.

(e)Cause the Company to be merged with one or more domestic orforeign limited liability companies or any other business entity, or to convert into another form of business entity, or to enter into an agreement to do any of the foregoing.

(f)Authorize the Company to sell all or substantially all of its assets.

(g)Amend the Certificate of Formation.

(h)Change the status of the Company from one in which management is vested in the Managers to one in which management is reserved to the Members.

(i)Assign all or any part of the Company Property in trust for creditors or on the assignee’s promise to pay the debts of the Company.

(j)Submit a claim or liability of the Company to arbitration or reference.

(k)Make, execute or deliver for the Company any bond, mortgage, deed of trust, guaranty, indemnity bond, surety bond, or accommodation paper or accommodation endorsement.

(l)Borrow money in the Company’s name, lend money on behalf of the Company, or use the Company Property as collateral.

(m)Assign, transfer, pledge, compromise or release any claim of or debt owing to the Company except upon payment in full.

(n)Do any of the acts for which the consent of the Member is required by other sections of this Agreement without first obtaining such consent.

5.3.Number; Qualifications. The number of Managers is two (2) until otherwise changed pursuant to this Agreement. Managers need not be residents of any particular state, but must be individuals.

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5.4.Designation of Managers. The Managers shall be designated by the Member in writing from time to time. Each Manager shall hold office until his successor shall have been duly designated and shall have qualified or until his death or until his resignation or his removal from office in the manner hereinafter provided. R. Dale Ross and Bruce D. Broussard are named by the Member as the initial Managers of the Company.

5.5.Change in Number. The number of Managers may be increased or decreased from time to time by written resolution of the Member. The designation in writing of a lesser or greater number of Managers than the number fixed in thisAgreement or last fixed by resolution of the Member shall be deemed to decrease or increase automatically the number of Managers to the number designated.

5.6.Removal. All the Managers, or any individual Manager, may be removed from office, with or without cause and without notice or hearing, by the Member.  Written notice of the removal of a Manager shall be delivered personally or by certified mail directly to such Manager’s last known address.

5.7.Resignation. Any Manager may resign at any time by giving oral or written notice to the Managers or to a Senior Officer or to the Secretary. Unless otherwise specified in the notice, the resignation shall take effect upon receipt thereof and acceptance of the resignation shall not be necessary to make it effective.

5.8.Vacancies. Any vacancy occurring in the Managers may be filled by the Member.

5.9.Annual Meetings. The annual meeting of the Managers shall be held during the month of April of each year on such day and at such time as shall be specified in written notice thereof given by the Member. At such meeting, the Managers shall appoint the officers of the Company and may transact any other business as may lawfully come before the meeting. In the event that the annual meeting is not held within such month, the Managers shall prescribe the date and time for the annual meeting to be held as soon thereafter as practicable, and any business transacted or elections held at such meeting shall be valid as if transacted or held during such month.

5.10.Regular Meetings. The Managers may provide by resolution the time and place for the holding of additional regular meetings without other notice than that provided by the adoption of such resolution.

5.11.Special Meetings. Special meetings of the Managers may be called by or at the request of a Senior Officer or any of the Managers.  The person or persons authorized to call special meetings of the Managers may fix the place for holding any special meetings of the Managers called by them.

5.12.Place of Meetings. Meetings of the Managers, annual, regular or special, may be held within or without the State of Delaware.

5.13.Notice of Meetings. Regular meetings of the Managers may be held without notice as provided in this Agreement.  Notice of any annual or special meeting of the Managers

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shall be given no less than five (5) days prior to the meeting by written notice delivered personally or mailed to each Manager at his business or residence address, or by telegram. The attendance of a Manager at a meeting shall constitute a waiver of notice of such meeting, except when a Manager attends a meeting for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened.  Neither the business to be transacted at, nor the purpose of, any meeting of the Managers need be specified in the notice or waiver of notice of such meeting.

5.14.Quorum. A majority of the number of Managers fixed in accordance with this Agreement shall constitute a quorum for the transaction of business at any meeting of the Managers, but if less than such majority is present at a meeting, a majority of the Managers present may adjourn the meeting from time to time without notice, other than announcement at the meeting, until a quorum is present.

5.15.Manner of Acting. The act of the majority of the Managers shall be the act of the Managers unless the act of a greater number is required by law or by the Certificate of Formation or by this Agreement.  Any reference in this Agreement to any action taken by the Managers shall mean the act of the majority of the Managers.

5.16.Order of Business. The suggested order of business at meetings of the Managers shall be as follows:

(a)Call to order.

(b)Presentation of proof of due notice of the meeting, if required by this Agreement (or waiver thereof).

(c)Announcement of a quorum.

(d)Reading (or waiver thereof) and approval of minutes of previous meeting.

(e)Announcements.

(f)Reports of officers.

(g)Unfinished business.

(h)New business (including, if applicable, election of officers and declaration of distributions).

(i)Adjournment.

5.17.Compensation. By resolution of the Managers, each Manager may be paid his expenses, if any, of attendance at each meeting of the Managers, and may be paid a fixed sum for attendance at each meeting of the Managers or a stated salary as Manager. No such payment shall preclude any Manager from serving the Company in any other capacity and receiving compensation therefor.

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5.18.Liability to Third Parties. Except as otherwise provided by the Act, no Manager shall be obligated personally for any debt, obligation or liability of the Company, whether arising in contract, tort or otherwise, solely by reason of acting as a manager of the Company.

5.19.Indemnification. The Company shall and does hereby indemnify andhold harmless each Manager from any loss, damage, claim or liability, including reasonable attorneys’ fees and expenses, that he may incur by reason of any act, or failure to act, performed on behalf of the Company in the furtherance of the Company’s interests to the fullest extent permitted by the Act; provided in no event shall the Company indemnify a Manager for any act or performance which is a material breach of anyobligation under this Agreement or the Manager’s act of fraud, willful misconduct or gross negligence. It is the express intent of this Section 5.19 to provide an indemnity to each Manager for his acts or omissions of negligence or comparative negligence or contributory negligence or similar liability SPECIFICALLY INCLUDING THE INDEMNIFIED PERSON’S SOLE, PARTIAL OR CONCURRENT NEGLIGENCE.

5.20.Independent Activities. A Manager may, notwithstanding this Agreement, engage in whatever activities he chooses, whether the same are competitive with the Company or otherwise, without having or incurring any obligation to offer any interest in such activities to the Company.

ARTICLE 6.

OFFICERS

6.1.Number. The officers of the Company shall be a president and a secretary, each of whom shall be appointed by the Managers. The Managers may appoint, at their option, a chairman, one or more vice presidents (the number thereof to be determined by the Managers), a treasurer, and such other officers and assistant officers as may be deemed appropriate. Any two (2) or more offices may be held by the same individual.

6.2.Authority. All officers and agents of the Company shall have full authority to perform such duties in the management of the Company as may be provided in this Agreement, or as may be determined by the Managers not inconsistent with this Agreement.  All officers and agents of the Company are subject in all matters to the supervisory control of the Managers and only the Managers have authority to make policy decisions on behalf of the Company.

6.3.Appointment and Term of Office. Officers shall be appointed by the Managers at the annual meeting of the Managers. If the appointment of officers shall not occur at such meeting, such appointment shall occur as soon thereafter as is convenient. Each officer shall hold office until his successor shall have been duly appointed and shall have qualified or until his death or until his resignation or his removal from office in the manner hereinafter provided.

6.4.Removal. Any officer or agent appointed by the Managers may be removed, with or without cause and without notice or hearing, by the Managers whenever in the Managers’ judgment the best interest of the Company will be served thereby.  Such removal shall be without prejudice to the contract rights, if any, of the person so removed.  Appointment of an officer shall not of itself create any contractual rights. Written notice of the removal of an officer

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or agent shall be delivered personally or bycertified mail directly to such officer’s or agent’s last known address.

6.5.Resignation. Any officer may resign at any time by giving oral or written notice to the Managers or to a Senior Officer or to the Secretary. Unless otherwise specified in the notice, the resignation shall take effect upon receipt thereof and acceptance of such resignation shall not be necessary to make it effective.

6.6.Vacancies. A vacancy in any office because of death, resignation, removal, disqualification or otherwise, may be filled by the Managers for the unexpired portion of the term.

6.7.Chairman. The Chairman, if one is appointed by the Managers, shall be the chief executive officer of the Company, shall have general control of the business and affairs of the Company, shall see that all orders and decisions of the Managers are carried into effect, and shall perform such other duties and have such other authority and powers as the Managers may from time to time prescribe.

6.8.President. Subject to such supervisory powers, if any, as may be given by the Managers to the Chairman, the President shall have general and active management and control of the business and affairs of the Company, and shall have such other powers and duties as may be prescribed by the Managers or this Agreement.  If no Chairman has been elected, the President shall be the chief executive officer. Within this authority and in the course of his duties, the President shall:

(a)have all the powers and functions of the Chairman during his absence, disability, or refusal to act, or in the absence of the establishment of such an office by the Managers;

(b)have all the powers and functions of the Treasurer in the absence of the establishment of such an office by the Managers;

(c)when authorized by the Managers or required by law, execute, in the name of the Company, deeds, conveyances, notices, leases, checks, drafts, bills of exchange, warrants, promissory notes, bonds, debentures, contracts, and other papers and instruments in writing and, unless the Managers shall order otherwise, make such contracts as the ordinary conduct of the Company’s business may require;

(d)appoint and remove, employ and discharge, and prescribe the duties and fix the compensation of all agents, employees, and clerks of the Company other than the duly appointed officers, subject to the approval of the Managers, and supervise, subject to the direction of the Managers, all of the officers, agents, and employees of the Company; and

(e)unless otherwise directed by the Managers, attend all meetings of the owners of any domestic or foreign limited liability company or other entity in which the Company holds an ownership interest, and act and vote on behalf of the Company at those meetings, either in person or by substitute appointed by the President.

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6.9.Vice Presidents. In the absence of the President or in the event of his death, inability or refusal to act, the Vice President (or in the event there be more than one Vice President, the Vice Presidents in the order designated at the time of their election, or in the absence of any designation, then in the order of their election), if one (ormore) is appointed by the Managers, shall perform the duties of the President, and when so acting, shall have all the powers of and be subject to all the restrictions upon the President. Any Vice President shall perform such other duties as from time to time may be assigned to him by a Senior Officer or by the Managers.

6.10.Secretary. The Secretary shall:

(a)keep at the principal office of the Company, or such other place as the Managers may order, the minute book of the Company;

(b)keep the originals or copies of all records required to be kept and maintained pursuant to the Act;

(c)assure that all notices are duly given in accordance with the provisions of this Agreement or as required by law;

(d)be custodian of the Company’s records;

(e)perform any and all other duties described in this Agreement;

(f)assure that the books, reports, statements, certificates and all other documents and records required by law are properly kept and filed; and

(g)in general perform all duties as from time to time may be assigned to him by a Senior Officer or by the Managers.

6.11.Treasurer. The Treasurer, if one is appointed by the Managers, shall:

(a)have charge and custody of and be responsible for all funds and securities of the Company;

(b)keep fulland accurate accounts of receipts and disbursements in the Company’s books;

(c)deposit all money and other valuables in the name and to the credit of the Company in such depositories as may be designated by the Managers;

(d)disburse the finds of the Company as may be ordered or authorized by the Managers and preserve proper vouchers for such disbursements;

(e)render to the Senior Officers and the Managers whenever any one or more of the Senior Officers or the Managers requires it, an account of all his transactions as Treasurer and of the financial condition of the Company;

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(f)render a full financialreport following the close of the Company’s fiscal year;

(g)be furnished by all officers and agents, at his request, such reports and statements as he may require as to all financial transactions of the Company; and

(h)in general, perform all of the duties as from time to time may be assigned to him by a Senior Officer or the Managers,

If required by the Managers, the Treasurer shall give a bond for the faithful discharge of his duties in such sum and with such surety or sureties as the Managers shall determine.

6.12.Assistant Secretaries. The assistant secretaries, in general, shall perform such duties as shall be assigned to them by the Secretary or by a Senior Officer or by the Managers.

6.13.Assistant Treasurers. The assistant treasurers shall, if required by the Managers, give bonds for the faithful discharge of their duties in such sums and with such sureties as the Managers shall determine. The assistant treasurers, in general, shall perform such duties as shall be assigned to them by the Treasurer or by a Senior Officer or by the Managers.

6.14.Compensation. The compensation of the officers shall be fixed from time to time by the Managers.

6.15.Sureties and Bonds. The Managers may require any officer or agent of the Company to execute in favor of the Company a bond, in such sum and with such surety or sureties as the Managers may direct, conditioned upon the faithful performance of his duties to the Company and including responsibility for negligence and for the accounting for all property, funds or securities of the Company which may come into his hands.

ARTICLE 7.

COMPANY PROPERTY

7.1.Ownership of Company Property. All Company Property shall be deemed owned by the Company as an entity, and the Managers shall not, individually, have any ownership interest in the Company Property.  All Company Property shall be held and conveyed in the name of the Company, unless the Managers determines that the Company Property should be acquired and conveyed in the name of one or more Person or Persons as nominee for the Company.

7.2.Nominees. In the event the Managers determine that the Company Property should be held in the name of a nominee, the Company and the nominee shall place a written declaration of trust in the Company’s books and records acknowledging the nominee’s capacity and the Company as the true owner of the Company Property. In the event the Member acts as a nominee for Company Property, the Member shall not have an interest in the Company Property held by the Member as nominee nor be liable for any Company debt in excess of that attributable to the Member’s limited liability company interest.

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ARTICLE 8.

DISSOLUTION

8.1.Dissolution. TheCompany shall be dissolved upon the decision of the Member to dissolve the Company. No other event, including an event described in Section 18-801 of the Act, will cause the Company to dissolve.

8.2.Liquidation and Termination. Ondissolution of the Company, the Managers shall act as liquidator or shall appoint one or more Person or Persons as liquidator. The liquidator shall proceed diligently to wind up the affairs of the Company and make final distributions as provided herein and in the Act. The costs of liquidation shall be borne as a Company expense. Until final distribution, the liquidator shall continue to operate the Company Property with all of the power and authority of the Member. All distributions in kind (if any) to the Member shall be made subject to the liability of the Member for costs, expenses, and liabilities theretofore incurred or for which the Company has committed prior to the date of termination and those costs, expenses and liabilities shall be allocated to the Member. The distribution of cash and/or property to the Member in accordance with the provisions of this Section 8.2 constitutes a complete return to the Member of its capital contributions and a complete distribution to the Member of its limited liability company interest in all the Company’s Property.

8.3.Certificate of Cancellation. On completion of the distribution of the Company’s assets as provided herein, the Company is terminated and the Member (or such other Person or Persons as the Act may require or permit) shall file a Certificate of Cancellation with the Secretary of Delaware, cancel any other filings made pursuant to Section 2.7, and take such other actions as may be necessary to terminate the Company.

ARTICLE 9.

GENERAL PROVISIONS

9.1.Books and Records. The Company shall keep and maintain, at the expense of the Company, such records that the Company is required to maintain under the Act. Such records shall be kept and maintained, or made available, at the principal office of the Company as required by the Act.

9.2.Invalid Provision. The provisions set forth inthis Agreement are severable, and the invalidity or unenforceability of any particular provision of this Agreement shall not affect the other provisions hereof, and this Agreement shall be construed in all respects as if such invalid or unenforceable provisions were omitted and, in lieu of each invalid or unenforceable provision, there will be added automatically as a part of this Agreement a provision as similar in terms to the invalid or unenforceable provision as may be possible and be valid and enforceable.

9.3.Counterparts. While this Agreement may be executed in multiple counterparts, each fully executed copy shall, for all purposes, be deemed to be the original, but all of such executed counterparts shall be deemed to constitute but one and the same agreement.

9.4.Table of Contents; Captions. The table of contents and the titles of the articles and sections in this Agreement have been inserted as a matter of convenience of reference only

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and do not affect the meaning of or construction of any of the terms or provisions in this Agreement.

9.5.Successors and Assigns. The provisions of this Agreement shall be binding on and inure to the benefit of the Member, and its successors, and assigns.

9.6.Waiver. No failure by the Member or the Company to insist upon strict performance of any covenant, duty, agreement, or condition of this Agreement or to exercise any right or remedy as a result of a breach thereof shall constitute a waiver of such breach or by any covenant, duty, agreement, or condition.

9.7.Number and Gender. Whenever the context so requires, all words used in this Agreement in any gender will be deemed to include the masculine, feminine, and neuter gender, and all singular words will include the plural and allplural words will include the singular.

9.8.Checks and Drafts. All checks, drafts or other orders for the payment of money, notes or other evidences of indebtedness issued in the name of the Company, shall be signed by such agent or agents of the Company and in such manner as shall from time to time be determined by the Managers.

9.9.Notices. All notices given under this Agreement shall be deemed to have been given or made (a) if delivered in person, upon actual receipt, (b) if mailed, three (3) days after deposit in the United States mail, certified mail, return receipt requested, postage prepaid, (c) if delivered by overnight delivery service or by telegraph or cable, the day after delivery to the overnight delivery service, the telegraph company or the cable company, or (d) if sent by telex or facsimile to a telex or facsimile machine owned or operated by a party, when so sent. Notwithstanding the foregoing, notices of change of address shall become effective only upon actual receipt.

9.10.Governing, Law; Severability. THIS AGREEMENT IS GOVERNED BY AND SHALL BE CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF DELAWARE, EXCLUDING ANY CONFLICT-OF-LAWS RULE OR PRINCIPLE THAT MIGHT REFER THE GOVERNANCE OF THE CONSTRUCTION OF THIS AGREEMENT TO THE LAW OF ANOTHER JURISDICTION. In the event of a direct conflict between the provisions of this Agreement and (a) any provision of the Certificate of Formation, or (b) any mandatory provision of the Act, the applicable provision of the Certificate of Formation or the Act shall control.

9.11.Notice to Member of Provisions of this Agreement. By executing this Agreement, the Member acknowledges that it has actual notice of (a) all of the provisions of this Agreement, and (b) all of the provisions of the Certificate of Formation. The Member hereby agrees that this Agreement constitutes adequate notice of all such provisions, and the Member hereby waives anyrequirement that any further notice thereunder be given.

9.12.Entire Agreement. This Agreement constitutes the entire agreement of the Member relating to the Company and supersedes all prior contracts or agreements with respect to the Company, whether oral or written.

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9.13.Amendment of Agreement. This Agreement may be altered, amended or repealed and a new Agreement entered into exclusively by the Member.

EXECUTED effective as of the Effective Date.

MEMBER
US Oncology Corporate, Inc.
By:	/s/	Phillip H. Watts
		Phillip H. Watts, Vice President

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EX-3.37(A)

Exhibit 3.37(a)

STATE OF DELAWARE

SECRETARY OF STATE

DIVISION OF CORPORATIONS

FILED 11:45 AM 08/12/2002

020509127 – 3557478

CERTIFICATE OF FORMATION

OF

WASHINGTON PHARMACEUTICAL SERVICES, LLC

The undersigned natural person of the age of eighteen (18) years or more, being an authorized person under the Delaware Limited Liability Company Act, hereby executes this Certificate of Formation.

1.             NAME.  The name of the limited liability company is Washington Pharmaceutical Services, LLC.

2.             REGISTERED OFFICE.  The address of the limited liability company’s registered office is 1209 Orange Street, Wilmington, Delaware 19801.

3.             REGISTERED AGENT.  The name and address of the limited liability company’s registered agent is the Corporation Trust Company, 1209 Orange Street, Wilmington, Delaware 19801.

IN WITNESS WHEREOF, the undersigned has executed this Certificate of Formation of Washington Pharmaceutical Services, LLC this 12th day of August, 2002.

By:	/s/	Phillip H. Watts
		Phillip H. Watts Authorized Person

EX-3.37(B)

Exhibit 3.37(b)

LIMITED LIABILITY COMPANY AGREEMENT

OF

WASHINGTON PHARMACEUTICAL SERVICES, LLC

A Delaware Limited Liability Company

TABLE OF CONTENTS

ARTICLE 1.	DEFINITIONS
1.1 .	Definitions
1.2 .	Terms Defined in Act
1.3 .	Words of Inclusion
1.4 .	Section and Article References
2.1 .	Formation of Limited Liability Company
2.2 .	Name
2.3 .	Purposes; Powers
2.4 .	Term
2.5 .	Principal Office
2.6 .	Regional Office and Registered Agent
2.7 .	Other Documents and Acts
ARTICLE 3.	SINGLE MEMBER LIMITED LIABILITY COMPANY
3.1 .	Initial Member
3.2 .	No Additional Members
3.3 .	Liability to Third Parties
3.4 .	Liability to Company
3.5 .	Indemnification
3.6 .	Independent Activities
ARTICLE 4.	CAPITAL; DISTRIBUTIONS
4.1 .	Initial Contributions
4.2 .	Additional Funds
4.3 .	Limited Liability of Member
4.4 .	Loans
4.5 .	Distributions
ARTICLE 5.	MANAGEMENT
5.1 .	General Powers of Managers
5.2 .	Limitations on Power and Authority of Managers
5.3 .	Number; Qualifications
5.4 .	Designation of Managers
5.5 .	Change in Number
5.6 .	Removal
5.7 .	Resignation
5.8 .	Vacancies
5.9 .	Annual Meetings
5.10.	Regular Meetings
5.11.	Special Meetings
5.12.	Place of Meetings
5.13.	Notice of Meetings
5.14.	Quorum
5.15.	Manner of Acting

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5.16.	Order of Business
5.17.	Compensation
5.18.	Liability to Third Parties
5.19.	Indemnification
5.20.	Independent Activities
ARTICLE 6.	OFFICERS
6.1  .	Number
6.2  .	Authority
6.3  .	Appointment and Term of Office
6.4  .	Removal
6.5  .	Resignation
6.6  .	Vacancies
6.7  .	Chairman
6.8  .	President
6.9  .	Vice Presidents
6.10.	Secretary
6.11.	Treasurer
6.12.	Assistant Secretaries
6.13.	Assistant Treasurers
6.14.	Compensation
6.15.	Sureties and Bonds
ARTICLE 7.	COMPANY PROPERTY
7.1 .	Ownership of Company Property
7.2 .	Nominees
ARTICLE 8.	DISSOLUTION
8.1 .	Dissolution
8.2 .	Liquidation and Termination
8.3 .	Certificate of Cancellation
ARTICLE 9.	GENERAL PROVISIONS
9.1 .	Books and Records
9.2 .	Invalid Provision
9.3 .	Counterparts
9.4 .	Table of Contents; Captions
9.5 .	Successors and Asssigns
9.6 .	Waiver
9.7 .	Number and Gender
9.8 .	Checks and Drafts
9.9 .	Notices
9.10.	Governing, Law; Severability
9.11.	Notice to Member of Provisions of this Agreement
9.12.	Entire Agreement
9.13.	Amendment of Agreement

ii

LIMITED LIABILITY COMPANY AGREEMENT

OF

WASHINGTON PHARMACEUTICAL SERVICES, LLC

A Delaware Limited Liability Company

THIS LIMITED LIABILITY COMPANY AGREEMENT OF WASHINGTON PHARMACEUTICAL SERVICES, LLC dated as of August 12, 2002 (the “Effective Date”), is entered into by RMCC Cancer Center, Inc., a Delaware corporation, as the sole Member of the Company.

ARTICLE 1.

DEFINITIONS

1.1Definitions. When used in this Agreement, the following words and phrases shall have the respective meanings specified in this Article 1 or in the section referred to unless a different meaning is clearly required by the context:

Act means the Delaware Limited Liability Company Act, as amended from time to time, or any corresponding provision or provisions of succeeding law.

Agreement means this limited liability company agreement as originally executed and as amended from time to time.

Certificate of Formation means the Certificate of Formation of the Company filed with the Secretary of State of Delaware, as amended from time to time.

Company means the limited liability company formed pursuant to the Certificate of Formation.

Company Property means all real and personal property from time to time owned by the Company.

Managers means, initially, R. Dale Ross and Bruce D. Broussard, and thereafter, those Persons who are designated as managers of the Company pursuant to this Agreement.

Member means RMCC Cancer Center, Inc., a Delaware corporation.

Person means a natural person, partnership (whether general or limited and whether domestic or foreign), limited liability company, foreign limited liability company, trust, estate, association, corporation, custodian, nominee or any other individual or entity in its own or any representative capacity.

Senior Officers means the Chairman (if the office of Chairman is filled) and the President.

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1.2.Terms Defined in Act. Terms defined in the Act and used in this Agreement shall have the meanings provided in the Act unless otherwise defined in this Agreement or unless the context otherwise requires.

1.3.Words of Inclusion. When used in this Agreement, the word “including” shall mean “including without limitation.”

1.4.Section and Article References. References in this Agreement to specific sections and articles refer to sections and articles of this Agreement unless otherwise stated.

ARTICLE 2.

ORGANIZATION

2.1.Formation of Limited Liability Company. The Company has been formed as a Delaware limited liability company pursuant to the Act, effective upon the filing of the Certificate of Formation with the Secretary of State of Delaware. Except as provided to the contrary in this Agreement, the management of the affairs of the Company and the rights and obligations of the Member shall be governed by the provisions of the Act.

2.2.Name. The name of the Company is Washington Pharmaceutical Services, LLC. The Managers may adopt one or more fictitious names for use by the Company from time to time, and shall make all filings required under applicable law in connection with any change in the name of the Company or the adoption or use of any fictitious name by the Company.

2.3.Purposes; Powers. The purpose of the Company shall be to transact any or all lawful business for which limited liability companies may be formed under the Act. The Company shall have the power to do everything necessary, advisable, proper or convenient for the accomplishment of its purpose, subject to the provisions of this Agreement and applicable law.

2.4.Term. The Company commenced effective upon the filing of the Certificate of Formation with the Secretary of State of Delaware, and shall continue in existence until terminated as provided in this Agreement.

2.5.Principal Office. The principal office of the Company where records are to be kept or made available shall be at 16825 Northchase Drive, Suite 1300, Houston, Texas 77060. The Managers may change the principal place of business of the Company from time to time and may establish, maintain and abandon one or more additional places of business of the Company.

2.6.Registered Office and Registered Agent. The Company shall have and continuously maintain in the State of Delaware:

(a)A registered office which may be, but need not be, the same as its place of business; and

(b)A registered agent who has a business office identical with such registered office and who is either (i) an individual resident of the State of Delaware, or (ii) a domestic corporation, or a domestic limited partnership, or a domestic limited liability

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company, or a domestic business trust, or a foreign corporation, or a foreign limited partnership, or a foreign limited liability company authorized to do business in the State of Delaware.

The address of the initial registered office of the Company and the name of the Company’s initial registered agent are set forth in the Certificate of Formation. The Managers may change the registered office and the registered agent of the Company from time to time.

2.7.Other Documents and Acts. The Member shall execute and deliver such additional documents and perform such additional acts consistent with the terms of this Agreement as may be necessary to comply with the requirements of law for the formation, qualification, and operation of a limited liability company in the State of Delaware and in each jurisdiction in which the Company shall conduct business.

ARTICLE 3.

SINGLE MEMBER LIMITED LIABILITY COMPANY

3.1.Initial Member. The initial Member of the Company is RMCC Cancer Center, Inc., which is admitted to the Company contemporaneously with its execution of this Agreement and the making of its initial capital contribution. The initial Member’s address is 16825 Northchase Drive, Suite 1300, Houston, Texas 77060.

3.2.No Additional Members. The Company is intended to be a single member limited liability company. No additional Persons may be admitted to the Company as members unless and until this Agreement has been amended to provide for additional members.

3.3.Liability to Third Parties. Except as otherwise provided by the Act, the Member shall not be obligated personally for any debt, obligation or liability of the Company, whether arising in contract, tort or otherwise, solely by reason of being a member of the Company.

3.4.Liability to Company. Neither the Member nor any of its officers, directors, employees or agents, shall be liable, responsible or accountable to the Company in damages or otherwise for any act or omission of the Member or any of its officers, directors, employees or agents in connection with acts carried out on behalf of the Company SPECIFICALLY INCLUDING THE MEMBER’S OR ANY OF ITS OFFICER’S, DIRECTOR’S, EMPLOYEE’S OR AGENT’S SOLE, PARTIAL OR CONCURRENT NEGLIGENCE, provided the Member or any of its officers, directors, employees or agents shall be liable for any material breach of any obligation under this Agreement or for fraud, willful misconduct or gross negligence committed toward the Company.

3.5.Indemnification. The Company shall and does hereby indemnify and hold harmless the Member and each of its officers, directors, employees and agents from any loss, damage, claim or liability, including reasonable attorneys’ fees and expenses, that they may incur by reason of any act, or failure to act, performed on behalf of the Company in the furtherance of the Company’s interests to the fullest extent permitted by the Act; provided in no event shall the Company indemnify the Member or its officers, directors, employees or agents for any act or performance which is a material breach of any obligation under this Agreement or the Member’s or its officer’s, director’s, employee’s or agent’s respective act of fraud, willful misconduct or

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gross negligence. It is the express intent of this Section 3.05 to provide an indemnity to the Member and its officers, directors, employees and agents for their acts or omissions of negligence or comparative negligence or contributory negligence or similar liability SPECIFICALLY INCLUDING THE INDEMNIFIED PERSON’S SOLE, PARTIAL OR CONCURRENT NEGLIGENCE.

3.6.Independent Activities. The Member may, notwithstanding this Agreement, engage in whatever activities it chooses, whether the same are competitive with the Company or otherwise, without having or incurring any obligation to offer any interest in such activities to the Company.

ARTICLE 4.

CAPITAL; DISTRIBUTIONS

4.1.Initial Contributions. The Member has made an initial contribution to the capital of the Company of $1,000.00 in cash.

4.2.Additional Funds. Any additional funds required by the Company to meet its cash requirements may be provided by capital contributions from the Member or borrowed by the Company on terms and conditions and from one or more Persons as the Company deems appropriate. The Member shall not have any obligation to advance (either as a loan or a capital contribution) any additional funds to the Company. Nothing in this Section 4.02 is intended or will be deemed to benefit any creditor of the Company, and no creditor of the Company will be entitled to require the Company to solicit or accept any loan or additional capital contribution for the Company or to enforce any right which the Company may have against the Member under this Agreement or otherwise.

4.3.Limited Liability of Member. Without limiting the generality of Section 4.02, the Member shall not be obligated to make any capital contribution to the Company, or otherwise to provide funds to the Company.

4.4.Loans. The member may, but shall not be obligated to, loan funds to the Company at an interest rate and upon terms determined by the Company and the Managers. Loans by the Member to the Company shall not be considered contributions to the capital of the Company, and as to any funds so loaned, the Member shall be deemed a creditor of the Company and shall be entitled to be paid principal and interest thereon without regard to the profits of the Company.

4.5.Distributions. Distributions from the Company to the Member shall be made at such times and in such amounts as may be determined by the Managers.

ARTICLE 5

MANAGEMENT

5.1.General Powers of Managers. Management of the Company is vested in the Managers. The powers of the Company shall be exercised by or under the authority of, and the business and affairs of the Company shall be managed under the direction of the Managers, subject to limitations imposed by law, the Certificate of Formation, or this Agreement.

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5.2.Limitations on Power and Authority of Managers. Without the consent of the Member, the Managers shall not have the right or power to do any of the following:

(a)Engage in any act in contravention of this Agreement.

(b)Engage in any act which would make it impossible to carry on the ordinary business of the Company.

(c)Confess a judgment against the Company.

(d)Possess Company Property or assign the Company’s rights in specific Company Property for other than a Company purpose.

(e)Cause the Company to be merged with one or more domestic or foreign limited liability companies or any other business entity, or to convert into another form of business entity, or to enter into an agreement to do any of the foregoing.

(f)Authorize the Company to sell all or substantially all of its assets.

(g)Amend the Certificate of Formation.

(h)Change the status of the Company from one in which management is vested in the Managers to one in which management is reserved to the Members.

(i)Assign all or any part of the Company Property in trust for creditors or on the assignee’s promise to pay the debts of the Company.

(j)Submit a claim or liability of the Company to arbitration or reference.

(k)Make, execute or deliver for the Company any bond, mortgage, deed of trust, guaranty, indemnity bond, surety bond, or accommodation paper or accommodation endorsement.

(l)Borrow money in the Company’s name, lend money on behalf of the Company, or use the Company Property as collateral.

(m)Assign, transfer, pledge, compromise or release any claim of or debt owing to the Company except upon payment in full.

(n)Do any of the acts for which the consent of the Member is required by other sections of this Agreement without first obtaining such consent.

5.3.Number; Qualifications. The number of Managers is two (2) until otherwise changed pursuant to this Agreement. Managers need not be residents of any particular state, but must be individuals.

5.4.Designation of Managers. The Managers shall be designated by the Member in writing from time to time. Each Manager shall hold office until his successor shall have been duly designated and shall have qualified or until his death or until his resignation or his removal

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from office in the manner hereinafter provided. R. Dale Ross and Bruce D. Broussard are named by the Member as the initial Managers of the Company.

5.5.Change in Number. The number of Managers may be increased or decreased from time to time by written resolution of the Member.  The designation in writing of a lesser or greater number of Managers than the number fixed in this Agreement or last fixed by resolution of the Member shall be deemed to decrease or increase automatically the number of Managers to the number designated.

5.6.Removal. All the Managers, or any individual Manager, may be removed from office, with or without cause and without notice or hearing, by the Member. Written notice of the removal of a Manager shall be delivered personally or by certified mail directly to such Manager’s last known address.

5.7.Resignation. Any Manager may resign at any time by giving oral or written notice to the Managers or to a Senior Officer or to the Secretary.  Unless otherwise specified in the notice, the resignation shall take effect upon receipt thereof and acceptance of the resignation shall not be necessary to make it effective.

5.8.Vacancies. Any vacancy occurring in the Managers may be filled by the Member.

5.9.Annual Meetings. The annual meeting of the Managers shall be held during the month of April of each year on such day and at such time as shall be specified in written notice thereof given by the Member.  At such meeting, the Managers shall appoint the officers of the Company and may transact any other business as may lawfully come before the meeting.  In the event that the annual meeting is not held within such month, the Managers shall prescribe the date and time for the annual meeting to be held as soon thereafter as practicable, and any business transacted or elections held at such meeting shall be valid as if transacted or held during such month.

5.10.Regular Meetings. The Managers may provide by resolution the time and place for the holding of additional regular meetings without other notice than that provided by the adoption of such resolution.

5.11.Special Meetings. Special meetings of the Managers may be called by or at the request of a Senior Officer or any of the Managers.  The person or persons authorized to call special meetings of the Managers may fix the place for holding any special meetings of the Managers called by them.

5.12.Place of Meetings. Meetings of the Managers, annual, regular or special, may be held within or without the State of Delaware.

5.13.Notice of Meetings. Regular meetings of the Managers may be held without notice as provided in this Agreement. Notice of any annual or special meeting of the Managers shall be given no less than five (5) days prior to the meeting by written notice delivered personally or mailed to each Manager at his business or residence address, or by telegram. The attendance of a Manager at a meeting shall constitute a waiver of notice of such meeting, except

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when a Manager attends a meeting for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened.  Neither the business to be transacted at, nor the purpose of, any meeting of the Managers need be specified in the notice or waiver of notice of such meeting.

5.14.Quorum. A majority of the number of Managers fixed in accordance with this Agreement shall constitute a quorum for the transaction of business at any meeting of the Managers, but if less than such majority is present at a meeting, a majority of the Managers present may adjourn the meeting from time to time without notice, other than announcement at the meeting, until a quorum is present.

5.15.Manner of Acting. The act of the majority of the Managers shall be the act of the Managers unless the act of a greater number is required by law or by the Certificate of Formation or by this Agreement.  Any reference in this Agreement to any action taken by the Managers shall mean the act of the majority of the Managers.

5.16.Order of Business. The suggested order of business at meetings of the Managers shall be as follows:

(a)Call to order.

(b)Presentation of proof of due notice of the meeting, if required by this Agreement (or waiver thereof).

(c)Announcement of a quorum.

(d)Reading (or waiver thereof) and approval of minutes of previous meeting.

(e)Announcements.

(f)Reports of officers.

(g)Unfinished business.

(h)New business (including, if applicable, election of officers and declaration of distributions).

(i)Adjournment.

5.17.Compensation. By resolution of the Managers, each Manager may be paid his expenses, if any, of attendance at each meeting of the Managers, and may be paid a fixed sum for attendance at each meeting of the Managers or a stated salary as Manager.  No such payment shall preclude any Manager from serving the Company in any other capacity and receiving compensation therefor.

5.18.Liability to Third Parties. Except as otherwise provided by the Act, no Manager shall be obligated personally for any debt, obligation or liability of the Company, whether arising in contract, tort or otherwise, solely by reason of acting as a manager of the Company.

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5.19.Indemnification. The Company shall and does hereby indemnify and hold harmless each Manager from any loss, damage, claim or liability, including reasonable attorneys’ fees and expenses, that he may incur by reason of any act, or failure to act, performed on behalf of the Company in the furtherance of the Company’s interests to the fullest extent permitted by the Act; provided in no event shall the Company indemnify a Manager for any act or performance which is a material breach of any obligation under this Agreement or the Manager’s act of fraud, willful misconduct or gross negligence.  It is the express intent of this Section 5.18 to provide an indemnity to each Manager for his acts or omissions of negligence or comparative negligence or contributory negligence or similar liability SPECIFICALLY INCLUDING THE INDEMNIFIED PERSON’S SOLE, PARTIAL OR CONCURRENT NEGLIGENCE.

5.20.Independent Activities. A Manager may, notwithstanding this Agreement, engage in whatever activities he chooses, whether the same are competitive with the Company or otherwise, without having or incurring any obligation to offer any interest in such activities to the Company.

ARTICLE 6.

OFFICERS

6.1.Number. The officers of the Company shall be a president and a secretary, each of whom shall be appointed by the Managers.  The Managers may appoint, at their option, a chairman, one or more vice presidents (the number thereof to be determined by the Managers), a treasurer, and such other officers and assistant officers as may be deemed appropriate.  Any two (2) or more offices may be held by the same individual.

6.2.Authority. All officers and agents of the Company shall have full authority to perform such duties in the management of the Company as may be provided in this Agreement, or as may be determined by the Managers not inconsistent with this Agreement.  All officers and agents of the Company are subject in all matters to the supervisory control of the Managers and only the Managers have authority to make policy decisions on behalf of the Company.

6.3.Appointment and Term of Office. Officers shall be appointed by the Managers at the annual meeting of the Managers. If the appointment of officers shall not occur at such meeting, such appointment shall occur as soon thereafter as is convenient. Each officer shall hold office until his successor shall have been duly appointed and shall have qualified or until his death or until his resignation or his removal from office in the manner hereinafter provided.

6.4.Removal. Any officer or agent appointed by the Managers may be removed, with or without cause and without notice or hearing, by the Managers whenever in the Managers’ judgment the best interest of the Company will be served thereby.  Such removal shall be without prejudice to the contract rights, if any, of the person so removed.  Appointment of any officer shall not of itself create any contractual rights.  Written notice of the removal of an officer or agent shall be delivered personally or by certified mail directly to such officer’s or agent’s last known address.

6.5.Resignation.  Any officer may resign at any time by giving oral or written notice to the Managers or to a Senior Officer or to the Secretary.  Unless otherwise specified in the

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notice, the resignation shall take effect upon receipt thereof and acceptance of such resignation shall not be necessary to make it effective.

6.6.Vacancies. A vacancy in any office because of death, resignation, removal, disqualification or otherwise, may be filled by the Managers for the unexpired portion of the term.

6.7.Chairman. The Chairman, if one is appointed by the Managers, shall be the chief executive officer of the Company, shall have general control of the business and affairs of the Company, shall see that all orders and decisions of the Managers are carried into effect, and shall perform such other duties and have such other authority and powers as the Managers may from time to time prescribe.

6.8.President. Subject to such supervisory powers, if any, as may be given by the Managers to the Chairman, the President shall have general and active management and control of the business and affairs of the Company, and shall have such other powers and duties as may be prescribed by the Managers or this Agreement. If no Chairman has been elected, the President shall be the chief executive officer.  Within this authority and in the course of his duties, the President shall:

(a)have all the powers and functions of the Chairman during his absence, disability, or refusal to act, or in the absence of the establishment of such an office by the Managers;

(b)have all the powers and functions of the Treasurer in the absence of the establishment of such an office by the Managers;

(c)when authorized by the Managers or required by law, execute, in the name of the Company, deeds, conveyances, notices, leases, checks, drafts, bills of exchange, warrants, promissory notes, bonds, debentures, contracts, and other papers and instruments in writing and, unless the Managers shall order otherwise, make such contracts as the ordinary conduct of the Company’s business may require;

(d)appoint and remove, employ and discharge, and prescribe the duties and fix the compensation of all agents, employees, and clerks of the Company other than the duly appointed officers, subject to the approval of the Managers, and supervise, subject to the direction of the Managers, all of the officers, agents, and employees of the Company; and

(e)unless otherwise directed by the Managers, attend all meetings of the owners of any domestic or foreign limited liability company or other entity in which the Company holds an ownership interest, and act and vote on behalf of the Company at those meetings, either in person or by substitute appointed by the President.

6.9.Vice Presidents. In the absence of the President or in the event of his death, inability or refusal to act, the Vice President (or in the event there be more than one Vice President, the Vice Presidents in the order designated at the time of their election, or in the absence of any designation, then in the order of their election), if one (or more) is appointed by

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the Manager, shall perform the duties of the President, and when so acting, shall have all the powers of and be subject to all the restrictions upon the President. Any Vice President shall perform such other duties as from time to time may be assigned to him by a Senior Officer or by the Managers.

6.10.Secretary. The Secretary Shall:

(a)keep at the principal office of the Company, or such other place as the Managers may order, the minute book of the Company;

(b)keep the originals or copies of all records required to be kept and maintained pursuant to the Act;

(c)assure that all notices are duly given in accordance with the provisions of this Agreement or as required by law;

(d)be custodian of the Company’s records;

(e)perform any and all other duties described in this Agreement;

(f)assure that the books, reports, statements, certificates and all other documents and records required by law are properly kept and filed; and

(g)in general perform all duties as from time to time may be assigned to him by a Senior Officer or by the Managers.

6.11.Treasurer. The Treasurer, if one is appointed by the Managers, shall:

(a)have charge and custody of and be responsible for all funds and securities of the Company;

(b)keep full and accurate accounts of receipts and disbursements in the Company’s books;

(c)deposit all money and other valuables in the name and to the credit of the Company in such depositories as may be designed by the Managers;

(d)disburse the finds of the Company as may be ordered or authorized by the Managers and preserve proper vouchers for such disbursements;

(e)render to the Senior Officers and the Managers whenever any one or more of the Senior Officers or the Managers requires it, an account of all his transactions as Treasurer and of the financial condition of the Company;

(f)render a full financial report following the close of the Company’s fiscal year;

(g)be furnished by all officers and agents, at his request, such reports and statements as he may require as to all financial transactions of the Company; and

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(h)in general, perform all of the duties as from time to time may be assigned to him by a Senior Officer or the Managers.

If required by the Managers, the Treasurer shall give a bond for the faithful discharge of his duties in such sum and with such surety or sureties as the Managers shall determine.

6.12.Assistant Secretaries. The assistant secretaries, in general, shall perform such duties as shall be assigned to them by the Secretary or by Senior Officer or by the Managers.

6.13.Assistant Treasurers. The assistant treasures shall, if required by the Managers, give bonds for the faithful discharge of their duties in such sums and with such sureties as the Managers shall determine. The assistant treasures, in general, shall perform such duties as shall be assigned to them by the Treasurer or by a Senior Officer or by the Managers.

6.14.Compensation. The compensation of the officers shall be fixed from time to time by the Managers.

6.15.Sureties and Bonds. The Managers may require any officer or agent of the Company to execute in favor of the Company a bond, in such sum and with such surety or sureties as the Managers may direct, conditioned upon the faithful performance of his duties to the Company and including responsibility for negligence and for the accounting for all property, funds or securities of the Company which may come into his hands.

ARTICLE 7.

COMPANY PROPERTY

7.1.Ownership of Company Property. All Company Property shall be deemed owned by the Company as an entity, and the Managers, shall not, individually, have any ownership interest in the Company Property. All Company Property shall be held and conveyed in the name of the Company, unless the Managers determines that the Company Property should be acquired and conveyed in the name of one or more Person or Persons as nominee for the Company.

7.2.Nominees. In the event the Managers determine that the Company Property should be held in the name of a nominee, the Company and the nominee shall place a written declaration of trust in the Company’s books and records acknowledging the nominee’s capacity and the Company as the true owner of the Company Property. In the event the Member acts as a nominee for Company Property, the Member shall not have an interest in the Company Property held by the Member as nominee nor be liable for any Company debt in excess of that attributable to the Member’s limited liability company interest.

ARTICLE 8.

DISSOLUTION

8.1.Dissolution. The Company shall be dissolved upon the decision of the Member to dissolve the Company. No other event, including an event describe in Section 18-801 of the Act, will cause the Company to dissolve.

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8.2.Liquidation and Termination. On dissolution of the Company, the Managers shall act as liquidator or shall appoint one or more Person or Persons as liquidator. The liquidator shall proceed diligently to wind up the affairs of the Company and make final distributions as provided herein and in the Act. The costs of liquidation shall be borne as a Company expense.  Until final distribution, the liquidator shall continue to operate the Company Property with all of the power and authority of the Member. All distributions in kind (if any) to the Member shall be made subject to the liability of the Member for costs, expenses, and liabilities theretofore incurred or for which the Company has committed prior to the date of termination and those costs, expenses and liabilities shall be allocated to the Member. The distribution of cash and/or property to the Member in accordance with the provisions of the Section 8.02 constitutes a complete return to the Member of its capital contributions and a complete distribution to the Member of its limited liability company interest in all the Company’s Property.

8.3.Certificate of Cancellation. On completion of the distribution of the Company’s assets as provided herein, the Company is terminated and the Member (or such other Person or Persons as the Act may require or permit) shall file a Certificate of Cancellation with the Secretary of Delaware, cancel any other filings made pursuant to Section 2.07, and take such other actions as may be necessary to terminate the Company.

ARTICLE 9.

GENERAL PROVISIONS

9.1.Books and Records. The Company shall keep and maintain, at the expense of the Company, such records that the Company is required to maintain under the Act. Such records shall be kept and maintained, or made available, at the principal office of the Company as required by the Act.

9.2.Invalid Provision. The provisions set forth in this Agreement are severable, and the invalidity or unenforceability of any particular provision of this Agreement shall not affect the other provisions hereof, and this Agreement shall be construed in all respects as if such invalid or unenforceable provisions were omitted and, in lieu of each invalid or unenforceable provision, there will be added automatically as a part of this Agreement a provision as similar in terms to the invalid or unenforceable provision as may be possible and be valid and enforceable.

9.3.Counterparts. While this Agreement may be executed in multiple counterparts, each fully executed copy shall, for all purposes, be deemed to be the original, but all of such executed counterparts shall be deemed to constitute but one and the same agreement.

9.4.Table of Contents; Captions. The table of contents and the titles of the articles and sections in this Agreement have been inserted as a matter of convenience of reference only and do not affect the meaning of or construction of any of the terms or provisions in this Agreement.

9.5.Successors and Assigns. The provisions of this Agreement shall be binding on and inure to the benefit of the Member, and its successors, and assigns.

9.6.Waiver. No failure by the Member or the Company to insist upon strict performance of any covenant, duty, agreement, or condition of this Agreement or to exercise any

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right or remedy as a result of a breach thereof shall constitute a waiver of such breach or by any covenant, duty, agreement, or condition.

9.7.Number and Gender. Whenever the context so requires, all words used in this Agreement in any gender will be deemed to include the masculine, feminine, and neuter gender, and all singular words will include the plural and all plural words will include the singular.

9.8.Checks and Drafts. All checks, drafts or other orders for the payment of money, notes or other evidences of indebtedness issued in the name of the Company, shall be signed by such agent or agents of the Company and in such manner as shall from time to time be determined by the Managers.

9.9.Notices. All notices given under this Agreement shall be deemed to have been given or made (a) if delivered in person, upon actual receipt, (b) if mailed, three (3) days after deposit in the United States mail, certified mail, return receipt requested, postage prepaid, (c) if delivered by overnight delivery service or by telegraph or cable, the day after delivery to the overnight delivery service, the telegraph company or the cable company, or (d) if sent by telex or facsimile to a telex or facsimile machine owned or operated by a party, when so sent.  Notwithstanding the foregoing, notices of change of address shall become effective only upon actual receipt.

9.10.Governing, Law; Severability. THIS AGREEMENT IS GOVERNED BY AND SHALL BE CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF DELAWARE, EXCLUDING ANY CONFLICT-OF-LAWS RULE OR PRINCIPLE THAT MIGHT REFER THE GOVERNANCE OF THE CONSTRUCTION OF THIS AGREEMENT TO THE LAW OF ANOTHER JURISDICTION. In the event of a direct conflict between the provisions of this Agreement and (a) any provision of the Certificate of Formation; or (b) any mandatory provision of the Act, the applicable provision of the Certificate of Formation or the Act shall control.

9.11.Notice to Member of Provisions of this Agreement. By executing this Agreement, the Member acknowledges that it has actual notice of (a) all of the provisions of this Agreement, and (b) all of the provisions of the Certificate of Formation. The Member hereby agrees that this Agreement constitutes adequate notice of all such provisions, and the Member hereby waives any requirement that any further notice thereunder be given.

9.12.Entire Agreement. This Agreement constitutes the entire agreement of the Member relating to the Company and supersedes all prior contracts or agreements with respect to the Company, whether oral or written.

9.13.Amendment of Agreement. This Agreement may be altered, amended or repealed and a new Agreement entered into exclusively by the Member.

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EXECUTED effective as of the Effective Date.

MEMBER
RMCC Cancer Center, Inc.
By:	/s/	Phillip H. Watts
		Phillip H. Watts, Vice President

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EX-4.3

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

1.1Amendment 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.

1.2Amendment 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

1.3Amendment 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].

1.4Amendment 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].

1.5Amendment 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].

1.6Amendment 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].

1.7Amendment 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].

1.8Amendment 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].

1.9Amendment 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].

1.10Amendment 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].

1.11Amendment 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].

1.12Amendment 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].

1.13Amendment 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].

1.14Amendment 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].

1.15Amendment 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].

1.16Amendment 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].

1.17Amendment 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].

1.18Amendment 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].

1.19Amendment 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].

1.20Amendment 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.

1.21Amendment 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].

1.22Amendment 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.

1.23Amendments 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

2.1Privileges 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

3.1Instruments 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.

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

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

3.4Counterparts. 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.

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

3.6Governing 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

EX-4.4

Exhibit 4.4

OILER ACQUISITION CORP.

9% Senior Notes Due 2012

INDENTURE

DATED AS OF AUGUST 20, 2004

LASALLE BANK NATIONAL ASSOCIATION

Trustee

TABLE OF CONTENTS

SECTION 1.02. Other Definitions.

SECTION 1.03. Incorporation by Reference of Trust Indenture Act

SECTION 1.04. Rules of Construction

ARTICLE II

The Securities

SECTION 2.01. Amount of Securities; Issuable in Series

SECTION 2.02. Form and Dating

SECTION 2.03. Execution and Authentication

SECTION 2.04. Registrar and Paying Agent

SECTION 2.05. Paying Agent To Hold Money in Trust

SECTION 2.06. Securityholder Lists

SECTION 2.07. Replacement Securities

SECTION 2.08. Outstanding Securities

SECTION 2.09. Temporary Securities

SECTION 2.10. Cancelation

SECTION 2.11. Defaulted Interest

SECTION 2.12. CUSIP Numbers

ARTICLE III

Redemption

SECTION 3.01. Notices to Trustee

SECTION 3.02. Selection of Securities To Be Redeemed

SECTION 3.03. Notice of Redemption

SECTION 3.04. Effect of Notice of Redemption

SECTION 3.05. Deposit of Redemption Price

SECTION 3.06. Securities Redeemed in Part

i

ARTICLE IV

Covenants

SECTION 4.01. Payment of Securities

SECTION 4.02. Reports

SECTION 4.03. Limitation on Debt

SECTION 4.04. Limitation on Restricted Payments

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

SECTION 4.06. Limitation on Asset Sales

SECTION 4.07. Limitation on Restrictions on Distributions from Restricted Subsidiaries

SECTION 4.08. Limitation on Transactions with Affiliates

SECTION 4.09. Limitation on Liens

SECTION 4.10. Limitation on Sale and Leaseback Transactions

SECTION 4.11. Designation of Restricted and Unrestricted Subsidiaries

SECTION 4.12. Limitation on Company’s Business

SECTION 4.13. Change of Control

SECTION 4.14. Future Subsidiary Guarantors

SECTION 4.15. Further Instruments and Acts

ARTICLE V

Successor Company

SECTION 5.01. When Company May Merge or Transfer Assets.

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

SECTION 5.03. Surviving Person

ARTICLE VI

Defaults and Remedies

SECTION 6.01. Events of Default

SECTION 6.02. Acceleration

SECTION 6.03. Other Remedies

SECTION 6.04. Waiver of Past Defaults

SECTION 6.05. Control by Majority

SECTION 6.06. Limitation on Suits

SECTION 6.07. Rights of Holders to Receive Payment

SECTION 6.08. Collection Suit by Trustee

SECTION 6.09. Trustee May File Proofs of Claim

SECTION 6.10. Priorities

SECTION 6.11. Undertaking for Costs

SECTION 6.12. Waiver of Stay or Extension Laws

ii

ARTICLE VII

Trustee

SECTION 7.01. Duties of Trustee

SECTION 7.02. Rights of Trustee

SECTION 7.03. Individual Rights of Trustee

SECTION 7.04. Trustee’s Disclaimer

SECTION 7.05. Notice of Defaults

SECTION 7.06. Reports by Trustee to Holders

SECTION 7.07. Compensation and Indemnity

SECTION 7.08. Replacement of Trustee

SECTION 7.09. Successor Trustee by Merger

SECTION 7.10. Eligibility; Disqualification

SECTION 7.11. Preferential Collection of Claims Against Company

ARTICLE VIII

Discharge of Indenture; Defeasance

SECTION 8.01. Discharge of Liability on Securities; Defeasance

SECTION 8.02. Conditions to Defeasance

SECTION 8.03. Application of Trust Money

SECTION 8.04. Repayment to Company

SECTION 8.05. Indemnity for Government Obligations

SECTION 8.06. Reinstatement

ARTICLE IX

Amendments

SECTION 9.01. Without Consent of Holders

SECTION 9.02. With Consent of Holders

SECTION 9.03. Compliance with Trust Indenture Act

SECTION 9.04. Revocation and Effect of Consents and Waivers

SECTION 9.05. Notation on or Exchange of Securities

SECTION 9.06. Trustee To Sign Amendments

SECTION 9.07. Payment for Consent

ARTICLE X

Subsidiary Guarantees

SECTION 10.01. Subsidiary Guarantees

SECTION 10.02. Contribution

SECTION 10.03. Successors and Assigns

SECTION 10.04. No Waiver

SECTION 10.05. Modification

SECTION 10.06. Execution of Supplemental Indenture for Future Subsidiary Guarantors

iii

SECTION 10.07. Limitation on Liability

SECTION 10.08. Release of Subsidiary Guarantor

ARTICLE XI

Miscellaneous

SECTION 11.01. Trust Indenture Act Controls

SECTION 11.02. Notices

SECTION 11.03. Communication by Holders with Other Holders

SECTION 11.04. Certificate and Opinion as to Conditions Precedent

SECTION 11.05. Statements Required in Certificate or Opinion

SECTION 11.06. When Securities Disregarded

SECTION 11.07. Rules by Trustee, Paying Agent and Registrar

SECTION 11.08. Legal Holidays

SECTION 11.09. Governing Law

SECTION 11.10. No Recourse Against Others

SECTION 11.11. Successors

SECTION 11.12. Multiple Originals

SECTION 11.13. Table of Contents; Headings

Appendix A -	Provisions Relating to Initial Securities and Exchange Securities
	Exhibit 1 to Appendix A - Form of Initial Security
Exhibit A -	Form of Exchange Security
Exhibit B -	Form of First Supplemental Indenture
Exhibit C -	Form of Supplemental Indenture

iv

CROSS-REFERENCE TABLE

Trust Note Indenture Act Section	Indenture Section
Section 310 (a)(1)	7.10
(a)(2)	7.10
(a)(3)	N.A.
(a)(4)	N.A.
(b)	7.08; 7.10
(c)	N.A.
Section 311 (a)	7.11
(b)	7.11
(c)	N.A.
Section 312 (a)	2.06
(b)	11.03
(c)	11.03
Section 313 (a)	7.06
(b)(1)	N.A.
(b)(2)	7.06
(c)	11.02
(d)	7.06
Section 314 (a)	4.02; 11.02
(b)	N.A.
(c)(1)	11.04
(c)(2)	11.04
(c)(3)	N.A.
(d)	N.A.
(e)	11.05
(f)	N.A.
Section 315 (a)	7.01
(b)	7.05; 11.02
(c)	7.01
(d)	7.01
(e)	6.11
Section 316 (a) (last sentence)	11.06
(a)(1)(A)	6.05
(a)(1)(B)	6.04
(a)(2)	N.A.
(b)	6.07
(c)	9.04
Section 317 (a)(1)	6.08
(a)(2)	6.09
(b)	2.05
Section 318 (a)	11.01
(b)	N.A.
(c)	11.01

N.A. Means Not Applicable.

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

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

Each party agrees as follows for the benefit of the other party and for the equal and ratable benefit of the Holders of the Company’s 9% Senior Notes due 2012, to be issued, from time to time, in one or more series as in this Indenture provided (the “Initial Securities”) and, if and when issued pursuant to a registered or private exchange for the Initial Securities, the Company’s 9% Senior Notes due 2012 (the “Exchange Securities” and, together with the Initial Securities, the “Securities”):

ARTICLE I

Definitions and Incorporation by Reference

SECTION 1.01.  Definitions.

“Additional Assets” means:

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

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

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

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

“Affiliate” of any specified Person means any other Person directly or indirectly controlling or controlled by or under direct or indirect common control with such specified Person.  For the purposes of this definition, “control” when used with respect to any Person means the power to direct the management and policies of such Person, directly or indirectly, whether through the ownership of voting securities, by contract or otherwise; and the terms “controlling” and “controlled” have meanings correlative to the foregoing.  For purposes of Sections 4.04, 4.06 and 4.08 and the definition of “Additional Assets” only, “Affiliate” shall also mean any beneficial owner of shares representing 10% or more of the total voting power of the Voting Stock (on a fully diluted basis) of the Company or of rights or warrants to purchase such Voting Stock (whether or not currently exercisable) and any Person who would be an Affiliate of any such beneficial owner pursuant to the first sentence hereof.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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business, but only in connection with the compromise or collection thereof,

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

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

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

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

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

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

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

(b)  the sum of all such payments.

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

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

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

“Capital Lease Obligations” means any obligation under a lease that is required to be capitalized for financial reporting purposes in accordance with GAAP; and the amount of Debt represented by such obligation shall be the capitalized amount of such obligations determined in accordance with GAAP; and the Stated Maturity thereof shall be the date of the last payment of rent or any other amount due under such lease prior to the first date upon which such lease may be terminated by the lessee without payment of a penalty.

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

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

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

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

(b) on or after the earlier to occur of (i) the first public equity offering of common stock of Parent or (ii) the first public equity offering of common stock of the Company, if any “person” or “group” (as such terms are used in Sections 13(d) and 14(d) of the Exchange Act or any successor provisions to either of the foregoing), including any group acting for the purpose of acquiring, holding, voting or disposing of securities within the meaning of Rule 13d-5(b)(1) under the Exchange Act, other than any one or more of the Permitted Holders, becomes the “beneficial owner” (as defined in clause (a) above), directly or indirectly, of 35% or more of the total voting power of the Voting Stock of the Company; provided, however, that the Permitted Holders are the “beneficial owners” (as defined in clause (a) above), directly or indirectly, in the aggregate of a lesser percentage of the total voting power of the Voting Stock of the Company than such other person or group and do not have the right or ability by voting

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

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

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

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

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

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

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

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

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

provided, however, that:

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(1)  if

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

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

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

(2)  if

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

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

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

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

If any Debt bears a floating rate of interest and is being given pro forma effect, the interest expense on such Debt shall be calculated as if the base interest rate in effect for such floating rate of interest on the date of determination had been the applicable base interest rate for the entire period (taking into account any Interest Rate Agreement applicable to such Debt if such Interest Rate Agreement has a remaining term in excess of 12 months).  In the event the Capital Stock of any Restricted Subsidiary is

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sold during the period, the Company shall be deemed, for purposes of clause (1) above, to have Repaid during such period the Debt of such Restricted Subsidiary to the extent the Company and its continuing Restricted Subsidiaries are no longer liable for such Debt after such sale.

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

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

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

(c) capitalized interest,

(d) non-cash interest expense,

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

(f) net payments pursuant to Hedging Obligations,

(g) Disqualified Stock Dividends,

(h) Preferred Stock Dividends,

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

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

(k) the cash contributions to any employee stock ownership plan or similar trust to the extent such contributions are used by such plan or trust to pay interest or fees to any Person (other than the Company) in connection with Debt Incurred by such plan or trust.

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

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

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

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

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

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

(d) any extraordinary gain or loss,

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

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

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

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however, that such charge is not attributable to the exiting of any market served by the Company or its affiliated physicians,

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

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

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

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

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

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

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

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

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

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

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

9

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

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

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

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

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

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

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

The amount of Debt of any Person at any date shall be the outstanding balance at such date of all unconditional obligations as described above and the maximum liability, upon the occurrence of the contingency giving rise to the obligation, of any contingent obligations at such date; provided, however, that in the case of Debt sold at a discount, the amount of such Debt at any time will be the accreted value thereof at such time.  The amount of Debt represented by a Hedging Obligation shall be equal to:

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

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

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

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

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

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

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

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

(1)  the “asset sale” or “change of control” provisions applicable to such Capital Stock are not more favorable to the holders of such Capital Stock than the terms applicable to the Securities under Section 4.06 and Section 4.13; and

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

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

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such Disqualified Stock as reflected in the most recent financial statements of such Person.

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

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

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

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

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

(2)  Consolidated Interest Expense,

(3)  depreciation,

(4)  amortization of intangibles,

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

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

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

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

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

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

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

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

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

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

(b) if such Property has a Fair Market Value in excess of $25,000,000, by an Independent Financial Advisor and evidenced by a written opinion from such Independent Financial Advisor, dated within 30 days of the relevant transaction, delivered to the Trustee.

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

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

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

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

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

(d) the rules and regulations of the SEC governing the inclusion of financial statements (including pro forma financial statements) in periodic reports required to be filed pursuant to Section 13 of the Exchange Act, including opinions and pronouncements in staff accounting bulletins and similar written statements from the accounting staff of the SEC.

“Guarantee” means any obligation, contingent or otherwise, of any Person directly or indirectly guaranteeing any Debt of any other Person and any obligation, direct or indirect, contingent or otherwise, of such Person:

(a) to purchase or pay (or advance or supply funds for the purchase or payment of) such Debt of such other Person (whether arising by virtue of partnership arrangements, or by agreements to keep-well, to purchase assets, goods, securities or services, to take-or-pay or to maintain financial statement conditions or otherwise), or

(b) entered into for the purpose of assuring in any other manner the obligee of such Debt of the payment thereof or to protect such obligee against loss in respect thereof (in whole or in part);

provided, however, that the term “Guarantee” shall not include:

(1)  endorsements for collection or deposit in the ordinary course of business, or

(2)  a contractual commitment by one Person to invest in another Person for so long as such Investment is reasonably expected to constitute a Permitted Investment under clause (b) of the definition of “Permitted Investment”.

The term “Guarantee” used as a verb has a corresponding meaning.  The term “Guarantor” shall mean any Person Guaranteeing any obligation.

“Hedging Obligations” of any Person means any obligation of such Person pursuant to any Interest Rate Agreement or Currency Exchange Protection Agreement or any other similar agreement or arrangement.

“Holder” or “Securityholder” means the Person in whose name a Security is registered on the Security register described in Section 2.04.

“Incur” means, with respect to any Debt or other obligation of any Person, to create, issue, incur (by merger, conversion, exchange or otherwise), extend, assume, Guarantee or become liable in respect of such Debt or other obligation or the recording, as required pursuant to GAAP or otherwise, of any such Debt or obligation on the balance sheet of such Person (and “Incurrence” and “Incurred” shall have meanings

14

correlative to the foregoing); provided, however, that any Debt or other obligations of a Person existing at the time such Person becomes a Subsidiary (whether by merger, consolidation, acquisition or otherwise) shall be deemed to be Incurred by such Subsidiary at the time it becomes a Subsidiary.  Solely for purposes of determining compliance with Section 4.03, the following will not be deemed to be the Incurrence of Debt:

(1)  amortization of debt discount or the accretion of principal with respect to a non-interest bearing or other discount security,

(2)  the payment of regularly scheduled interest in the form of additional Debt of the same instrument or the payment of regularly scheduled dividends on Capital Stock in the form of additional Capital Stock of the same class and with the same terms,

(3)  the obligation to pay a premium in respect of Debt arising in connection with the issuance of a notice of redemption or the making of a mandatory offer to purchase such Debt, and

(4)  a change in GAAP that results in an obligation of such Person that exists at such time, and is not theretofore classified as Debt, becoming Debt.

“Indenture” means this Indenture as amended or supplemented from time to time.

“Independent Financial Advisor” means an investment banking or accounting firm of national standing or any third party appraiser of national standing, provided that such firm or appraiser is not an Affiliate of the Company.

“Initial Securities” has the meaning set forth in the preamble.

“Interest Rate Agreement” means, for any Person, any interest rate swap agreement, interest rate cap agreement, interest rate collar agreement or other similar agreement designed to protect against fluctuations in interest rates.

“Investment” by any Person means any direct or indirect loan (other than advances to customers in the ordinary course of business that are recorded as accounts receivable on the balance sheet of such Person), advance or other extension of credit or capital contribution (by means of transfers of cash or other Property to others or payments for Property or services for the account or use of others, or otherwise) to, or Incurrence of a Guarantee of any obligation of, or purchase or acquisition of Capital Stock, bonds, notes, debentures or other securities or evidence of Debt issued by, any other Person.  For purposes of Section 4.04 and Section 4.11 and the definition of “Restricted Payment”, “Investment” shall include the portion (proportionate to the Company’s equity interest in such Subsidiary) of the Fair Market Value of the net assets of any Subsidiary of the Company at the time that such Subsidiary is designated an Unrestricted Subsidiary; provided, however, that upon a redesignation of such Subsidiary

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as a Restricted Subsidiary, the Company shall be deemed to continue to have a permanent “Investment” in an Unrestricted Subsidiary of an amount (if positive) equal to:

(a) the Company’s “Investment” in such Subsidiary at the time of such redesignation, less

(b) the portion (proportionate to the Company’s equity interest in such Subsidiary) of the Fair Market Value of the net assets of such Subsidiary at the time of such redesignation.

In determining the amount of any Investment made by transfer of any Property other than cash, such Property shall be valued at its Fair Market Value at the time of such Investment.

“Issue Date” means the date on which the Offered Securities are initially issued.

“Lien” means, with respect to any Property of any Person, any mortgage or deed of trust, pledge, hypothecation, assignment, deposit arrangement, security interest, lien, charge, easement (other than any easement not materially impairing usefulness or marketability), encumbrance, preference, priority or other security agreement or preferential arrangement of any kind or nature whatsoever on or with respect to such Property (including any Capital Lease Obligation, conditional sale or other title retention agreement having substantially the same economic effect as any of the foregoing or any Sale and Leaseback Transaction).

“Management Services Agreement” means any contract between the Company or a Restricted Subsidiary and a physician practice entity for the provision of services by the Company or such Restricted Subsidiary to such physician practice entity.

“Merger Agreement” means the agreement and plan of merger among Oiler Holding Company, Oiler Acquisition Corp. and US Oncology, Inc. dated March 20, 2004, as in effect on the Issue Date.

“Moody’s” means Moody’s Investors Service, Inc. or any successor to the rating agency business thereof.

“Net Available Cash” from any Asset Sale means cash payments received therefrom (including any cash payments received by way of deferred payment of principal pursuant to a note or installment receivable or otherwise and any proceeds from the sale or other disposition of any securities received as consideration, but only as and when received, but excluding any other consideration received in the form of assumption by the acquiring Person of Debt or other obligations relating to the Property that is the subject of such Asset Sale or received in any other non-cash form), in each case net of:

(a) all legal, title and recording tax expenses, commissions and other fees and expenses incurred, and all U.S. Federal, state, provincial, foreign and local

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taxes required to be accrued as a liability under GAAP, as a consequence of such Asset Sale,

(b) all payments made on any Debt that is secured by any Property subject to such Asset Sale, in accordance with the terms of any Lien upon or other security agreement of any kind with respect to such Property, or which must by its terms, or in order to obtain a necessary consent to such Asset Sale, or by applicable law, be repaid out of the proceeds from such Asset Sale,

(c) all distributions and other payments required to be made to minority interest holders in Subsidiaries or joint ventures as a result of such Asset Sale, and

(d) the deduction of appropriate amounts provided by the seller as a reserve, in accordance with GAAP, against any liabilities associated with the Property disposed in such Asset Sale and retained by the Company or any Restricted Subsidiary after such Asset Sale.

In addition, to the extent not otherwise constituting Net Available Cash, any cash, in each case net of (a)-(d) above, received by the Company or a Restricted Subsidiary in connection with the formation of a Permitted Joint Venture, or the designation of a Restricted Subsidiary that is or will become a Permitted Joint Venture as an Unrestricted Subsidiary, including, without limitation, any proceeds related to the Incurrence of Debt by such Person or the sale or issuance of Capital Stock in such Person, shall constitute Net Available Cash.

“Offered Securities” has the meaning set forth in Section 2.01.

“Offered Senior Subordinated Notes” means the $275,000,000 aggregate principal amount of Senior Subordinated Notes to be issued on the Issue Date.

“Offering Memorandum” means the confidential Offering Memorandum dated August 4, 2004, used in connection with the offering of the Offered Securities.

“Officer” means the Chief Executive Officer, the President, the Chief Financial Officer or any Executive Vice President of the Company.

“Officers’ Certificate” means a certificate signed by two Officers of the Company, at least one of whom shall be the principal executive officer or principal financial officer of the Company, and delivered to the Trustee.

“Opinion of Counsel” means a written opinion from legal counsel who is acceptable to the Trustee.  The counsel may be an employee of or counsel to the Company or the Trustee.

 “Parent” means US Oncology Holdings, Inc. (formerly known as Oiler Holding Company), a Delaware corporation.

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“Parent Board” means the board of directors of Parent or any committee thereof duly authorized to act on behalf of such board.

“Permitted Holders” means (i) Welsh, Carson, Anderson & Stowe IX, L.P. and its Affiliates (including, without limitation, any investment partnership under common control with Welsh, Carson, Anderson & Stowe IX, L.P.), (ii) any officer, director, employee, partner, member or stockholder of the manager or general partner of the foregoing Persons and (iii) any Related Parties with respect to any of the foregoing Persons.

“Permitted Investment” means any Investment by the Company or a Restricted Subsidiary in:

(a) the Company, any Restricted Subsidiary or any Person that will, upon the making of such Investment, become a Restricted Subsidiary, provided that the primary business of such Restricted Subsidiary is a Related Business;

(b) any Person if as a result of such Investment such Person is merged or consolidated with or into, or transfers or conveys all or substantially all its Property to, the Company or a Restricted Subsidiary, provided that such Person’s primary business is a Related Business;

(c) cash and Temporary Cash Investments;

(d) receivables owing to the Company or a Restricted Subsidiary, if created or acquired in the ordinary course of business and payable or dischargeable in accordance with customary trade terms; provided, however, that such trade terms may include such concessionary trade terms as the Company or such Restricted Subsidiary deems reasonable under the circumstances;

(e) payroll, travel and similar advances to cover matters that are expected at the time of such advances ultimately to be treated as expenses for accounting purposes and that are made in the ordinary course of business;

(f) loans and advances to employees made in the ordinary course of business consistent with past practices of the Company or such Restricted Subsidiary, as the case may be; provided, however, that such loans and advances do not exceed $3,000,000 at any one time outstanding;

(g) stock, obligations or other securities received in settlement of debts created in the ordinary course of business and owing to the Company or a Restricted Subsidiary or in satisfaction of judgments;

(h) any Person where such Investment was acquired by the Company or any of its Restricted Subsidiaries (a) in exchange for any other Investment or accounts receivable held by the Company or any such Restricted Subsidiary in connection with or as a result of a bankruptcy, workout, reorganization or recapitalization of the issuer of such other Investment or accounts receivable or

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(b) as a result of a foreclosure by the Company or any of its Restricted Subsidiaries with respect to any secured Investment or other transfer of title with respect to any secured Investment in default;

(i) any Person to the extent such Investment represents the non-cash portion of the consideration received in connection with an Asset Sale consummated in compliance with Section 4.06;

(j) any Person to the extent such Investment is made by the Company or a Restricted Subsidiary for consideration consisting only of Capital Stock (other than Disqualified Stock) of the Company;

(k) any Person to the extent such Investment existed on the Issue Date and any Investment that replaces, refinances or refunds such an Investment, provided that the new Investment is in an amount that does not exceed the amount replaced, refinanced or refunded and is made in the same Person as the Investment replaced, refinanced or refunded;

(l) any Person to the extent such Investment consists of Hedging Obligations incurred pursuant to clauses (7) or (8) of paragraph (b) of Section 4.03 or Guarantees thereof;

(m) in Permitted Joint Ventures in an aggregate amount outstanding at any one time not to exceed the greater of (a) $25,000,000 or (b) 3.0% of Total Tangible Assets (with each Investment being valued as of the date made and without regard to subsequent changes in value);

(n) in any Permitted Joint Venture to the extent such Investment consists of a Guarantee of Debt of such Permitted Joint Venture permitted to be Incurred pursuant to clauses (5) or (16) of paragraph (b) of Section 4.03;

(o) loans to affiliated physician groups in an aggregate amount outstanding at any one time not to exceed the greater of (a) $25,000,000 or (b) 3.0% of Total Tangible Assets; and

(p) other Investments made for Fair Market Value that do not exceed $40,000,000 outstanding at any one time in the aggregate.

The amount of Investments outstanding at any time pursuant to clause (m), (o) or (p) above shall be reduced by (A) the net reduction after the Issue Date in Investments made after the Issue Date pursuant to such clause resulting from dividends, repayments of loans or advances or other transfers of Property, proceeds realized on the sale of any such Investment and proceeds representing the return of the capital, in each case to the Company or any Restricted Subsidiary in respect of any such Investment, less the cost of the disposition of any such Investment, and (B) the portion (proportionate to the Company’s equity interest in such Unrestricted Subsidiary) of the Fair Market Value of the net assets of an Unrestricted Subsidiary that was designated after the Issue Date as an Unrestricted Subsidiary pursuant to clause (m), (o) or (p) at the time such Unrestricted

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Subsidiary is designated a Restricted Subsidiary; provided, however, that the foregoing sum shall not exceed, in the case of any Person, the amount of Investments previously made by the Company or any Restricted Subsidiary pursuant to clause (m), (o) or (p) in such Person.

“Permitted Joint Venture” means a Person (1) that owns, leases, operates or services a hospital or other health-care provider for the purpose of developing, operating, conducting or marketing a Permitted Business and (2) of which the Company or any Restricted Subsidiary owns a 30% or greater equity interest.

“Permitted Liens” means:

(a) Liens to secure Debt permitted to be Incurred under clause (2) of paragraph (b) of Section 4.03;

(b) Liens to secure Debt permitted to be Incurred under clause (5) of paragraph (b) of Section 4.03, provided that any such Lien may not extend to any Property of the Company or any Restricted Subsidiary, other than the Property purchased, leased or constructed with the proceeds of such Debt and any improvements or accessions to such Property;

(c) Liens for taxes, assessments or governmental charges or levies on the Property of the Company or any Restricted Subsidiary if the same shall not at the time be delinquent or thereafter can be paid without penalty, or are being contested in good faith and by appropriate proceedings promptly instituted and diligently conducted, provided that any reserve or other appropriate provision that shall be required in conformity with GAAP shall have been made therefor;

(d) Liens imposed by law, such as carriers’, warehousemen’s and mechanics’ Liens and other similar Liens, on the Property of the Company or any Restricted Subsidiary and securing payment of obligations that are not more than 60 days past due or are being contested in good faith and by appropriate proceedings;

(e) Liens on the Property of the Company or any Restricted Subsidiary Incurred to secure performance of obligations with respect to statutory or regulatory requirements, performance or return-of-money bonds, surety bonds or other obligations of a like nature and Incurred in a manner consistent with industry practice, in each case which are not Incurred in connection with the borrowing of money, the obtaining of advances or credit or the payment of the deferred purchase price of Property and which do not in the aggregate impair in any material respect the use of Property in the operation of the business of the Company and the Restricted Subsidiaries taken as a whole;

(f) Liens on Property at the time the Company or any Restricted Subsidiary acquired such Property, including any acquisition by means of a merger or consolidation with or into the Company or any Restricted Subsidiary; provided, however, that any such Lien may not extend to any other Property of

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the Company or any Restricted Subsidiary; provided further, however, that such Liens shall not have been Incurred in anticipation of or in connection with the transaction or series of transactions pursuant to which such Property was acquired by the Company or any Restricted Subsidiary;

(g) Liens on the Property of a Person at the time such Person becomes a Restricted Subsidiary; provided, however, that any such Lien may not extend to any other Property of the Company or any other Restricted Subsidiary that is not a direct Subsidiary of such Person; provided further, however, that any such Lien was not Incurred in anticipation of or in connection with the transaction or series of transactions pursuant to which such Person became a Restricted Subsidiary;

(h) pledges or deposits by the Company or any Restricted Subsidiary under workmen’s compensation laws, unemployment insurance laws or similar legislation, or good faith deposits in connection with bids, tenders, contracts (other than for the payment of Debt) or leases to which the Company or any Restricted Subsidiary or any Restricted Subsidiary is party, or deposits to secure public or statutory obligations of the Company or any Restricted Subsidiary, or deposits for the payment of rent, in each case Incurred in the ordinary course of business;

(i) zoning restrictions, utility easements, building restrictions and such other encumbrances, irregularities or charges against real Property that do not in the aggregate materially impair the use of such Property in the operation of the Company’s business;

(j) Liens existing on the Issue Date not otherwise described in clauses (a) through (i) above;

(k) Liens on specific items of inventory or other goods and proceeds of any Person securing such Person’s obligations in respect of bankers’ acceptances or letters of credit issued or created for the account of such Person to facilitate the purchase, shipment or storage of such inventory or other goods;

(l) Liens in favor of the Company or any Subsidiary Guarantor;

(m) leases, subleases, licenses or sublicenses granted to others that do not materially interfere with the business of the Company or any Restricted Subsidiary;

(n) attachment or judgment Liens not giving rise to an Event of Default so long as any appropriate legal proceedings which may have been duly initiated for the review of such judgment have not been finally terminated or the period within which the proceedings may be initiated has not expired;

(o) Liens arising from the filing Uniform Commercial Code financing statements regarding leases or consignments;

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(p) Liens securing Hedging Obligations so long as the related Debt is, and is permitted to be under this Indenture, secured by a Lien on the same Property securing such Hedging Obligations;

(q) Liens (i) of a collection bank arising under Section 4-210 of the Uniform Commercial Code on items in the course of collection and (ii) in favor of a banking institution arising as a matter of law encumbering deposits (including the right of set-off) and which are within the general parameters customary in the banking industry;

(r) Liens encumbering reasonable customary initial deposits and margin deposits and similar Liens attaching to brokerage accounts Incurred in the ordinary course of business and not for speculative purposes;

(s) Liens that are contractual rights of set-off (i) relating to the establishment of depository relations with banks not given in connection with the issuance of Debt; or (ii) relating to pooled deposit or sweep accounts of the Company or any Restricted Subsidiary to permit satisfaction of overdraft or similar obligations incurred in the ordinary course of business of the Company and its Restricted Subsidiaries;

(t) Liens solely on any cash earnest money deposits made by the Company or any of its Restricted Subsidiaries in connection with any letter of intent or purchase agreement permitted under the Indenture;

(u) Liens on the Property of the Company or any Restricted Subsidiary to secure any Refinancing, in whole or in part, of any Debt secured by Liens referred to in clause (b), (f), (g) or (j) above; provided, however, that any such Lien shall be limited to all or part of the same Property that secured the original Lien (together with improvements and accessions to such Property) and the aggregate principal amount of Debt that is secured by such Lien shall not be increased to an amount greater than the sum of:

(1)  the outstanding principal amount, or, if greater, the committed amount, of the Debt secured by Liens described under clause (b), (f), (g) or (j) above, as the case may be, at the time the original Lien became a Permitted Lien under this Indenture, and

(2)  an amount necessary to pay any fees and expenses, including premiums and defeasance costs, incurred by the Company or such Restricted Subsidiary in connection with such Refinancing;

(v) Liens on Property that result from provisions of any Management Services Agreement that permit an affiliated physician group or physician or physicians affiliated with such affiliated physician group to purchase such Property in connection with the termination of such Management Services Agreement; and

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(w) other Liens securing obligations which do not exceed $50.0 million at any one time outstanding.

“Permitted Refinancing Debt” means any Debt that Refinances any other Debt, including any successive Refinancings, so long as:

(a) such Debt is in an aggregate principal amount (or if Incurred with original issue discount, an aggregate issue price) not in excess of the sum of:

(1)  the aggregate principal amount (or if Incurred with original issue discount, the aggregate accreted value) then outstanding of the Debt being Refinanced, and

(2)  an amount necessary to pay any fees and expenses, including premiums and defeasance costs, related to such Refinancing,

(b) the Average Life of such Debt is equal to or greater than the Average Life of the Debt being Refinanced,

(c) the Stated Maturity of such Debt is no earlier than the Stated Maturity of the Debt being Refinanced,

(d) the new Debt shall not be senior in right of payment to the Debt that is being Refinanced, and

(e) to the extent such Debt directly or indirectly Refinances Debt of a Restricted Subsidiary Incurred pursuant to clause (6) of paragraph (b) of Section 4.03, such Refinancing Debt shall be Incurred only by such Restricted Subsidiary;

provided, however, that Permitted Refinancing Debt shall not include:

(x)  Debt of a Subsidiary that is not a Subsidiary Guarantor that Refinances Debt of the Company or a Subsidiary Guarantor, or

(y)  Debt of the Company or a Restricted Subsidiary that Refinances Debt of an Unrestricted Subsidiary.

“Person” means any individual, corporation, company (including any limited liability company), association, partnership, joint venture, trust, unincorporated organization, government or any agency or political subdivision thereof or any other entity.

“PPM Asset Sales” means sales of assets to physician practice entities or to physicians affiliated with physician practice entities in connection with the termination or modification of the Management Services Agreement in effect on the Issue Date with such physician practice entities or such affiliated physicians.

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“Preferred Stock” means any Capital Stock of a Person, however designated, which entitles the holder thereof to a preference with respect to the payment of dividends, or as to the distribution of assets upon any voluntary or involuntary liquidation or dissolution of such Person, over shares of any other class of Capital Stock issued by such Person.

“Preferred Stock Dividends” means all dividends with respect to Preferred Stock of Restricted Subsidiaries held by Persons other than the Company or a Restricted Subsidiary (except to the extent paid in Capital Stock (other than Disqualified Stock)).  The amount of any such dividend shall be equal to the quotient of such dividend divided by the difference between one and the maximum statutory Federal income rate (expressed as a decimal number between 1 and 0) then applicable to the issuer of such Preferred Stock.

“principal” of any Debt (including the Securities) means the principal amount of such Debt plus the premium, if any, on such Debt.

“pro forma” means, with respect to any calculation made or required to be made pursuant to the terms hereof, a calculation performed in accordance with Article XI of Regulation S-X promulgated under the Securities Act, as interpreted in good faith by the chief financial officer of the Company after consultation with the independent certified public accountants of the Company, except that any such pro forma calculation may include operating expense reductions for such period attributable to the transaction to which pro forma effect is being given (including, without limitation, operating expense reductions attributable to execution or termination of any contract, reduction of costs related to administrative functions, the termination of any employees or the closing (or the approval by the Board of Directors of the closing) of any facility) that have been realized or for which all steps necessary for the realization of which have been taken or are reasonably expected to be taken within six months following such transaction, provided, that such adjustments are set forth in an Officers’ Certificate which states (i) the amount of such adjustment or adjustments and (ii) that such adjustment or adjustments are based on the reasonable good faith beliefs of the Officers executing such Officers’ Certificate.

“Property” means, with respect to any Person, any interest of such Person in any kind of property or asset, whether real, personal or mixed, or tangible or intangible, including Capital Stock in, and other securities of, any other Person.  For purposes of any calculation required pursuant to this Indenture, the value of any Property shall be its Fair Market Value.

“Qualified Equity Offering” means (1) an underwritten primary public offering of common stock of the Company or Parent pursuant to an effective registration statement under the Securities Act or (2) any private placement of common stock of the Company or Parent to any Person who is not a Subsidiary of the Company or an employee stock ownership plan or trust established by the Company or any such Subsidiary for the benefit of their employees.

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“Refinance” means, in respect of any Debt, to refinance, extend, renew, refund, repay, prepay, repurchase, redeem, defease or retire, or to issue other Debt, in exchange or replacement for, such Debt.  “Refinanced” and “Refinancing” shall have correlative meanings.

“Registration Agreement” means the Registration Rights Agreement dated August 4, 2004, between the Company, Citigroup Global Markets Inc., J.P. Morgan Securities Inc., Wachovia Capital Markets, LLC, and Deutsche Bank Securities Inc., as Initial Purchasers, relating to the Original Securities, or any similar agreement relating to any additional Initial Securities.

“Registered Exchange Offer” means the offer by the Company, pursuant to a Registration Agreement, to certain holders of Initial Securities, to issue and deliver to such holders, in exchange for the Initial Securities, a like aggregate principal amount of Exchange Securities registered under the Securities Act.

“Related Business” means any business that is related, ancillary or complementary to the businesses of the Company and the Restricted Subsidiaries on the Issue Date.

“Related Parties” means, with respect to any specified Person at any specified time,

(1)  if a natural person, (A) any spouse, parent or lineal descendant (including by adoption) of such Person or (B) the estate of such Person during any period in which such estate holds Capital Stock of Parent or of the Company for the benefit of any Person referred to in clause (1)(A), and

(2)  if a trust, corporation, partnership, limited liability company or other entity, any other Person that controls such Person at such time.  For the purposes of this definition, “control” when used with respect to any Person means the power to direct the management and policies of such Person, directly or indirectly, whether through the ownership of voting securities, by contract or otherwise.

“Repay” means, in respect of any Debt, to repay, prepay, repurchase, redeem, legally defease or otherwise retire such Debt.  “Repayment” and “Repaid” shall have correlative meanings.

“Representative” means the trustee, agent or representative expressly authorized to act in such capacity, if any, for an issue of Senior Debt.

“Restricted Payment” means:

(a) any dividend or distribution (whether made in cash, securities or other Property) declared or paid on or with respect to any shares of Capital Stock of the Company or any Restricted Subsidiary (including any payment in connection with any merger or consolidation with or into the Company or any Restricted

25

Subsidiary), except for any dividend or distribution that is made solely to the Company or a Restricted Subsidiary (and, if the Restricted Subsidiary making such dividend or distribution is not a Wholly Owned Restricted Subsidiary, such dividend or distribution is made to the other holders of Capital Stock of such Restricted Subsidiary on a pro rata basis or on a basis that results in the receipt by the Company or a Restricted Subsidiary of dividends or distributions of greater value than it would receive on a pro rata basis) or any dividend or distribution payable solely in shares of Capital Stock (other than Disqualified Stock) of the Company;

(b) the purchase, repurchase, redemption, acquisition or retirement for value of any Capital Stock of the Company or any Restricted Subsidiary (other than from the Company or a Restricted Subsidiary) or any securities exchangeable for or convertible into any such Capital Stock, including (1) in connection with any merger, consolidation or amalgamation and (2) the exercise of any option to exchange any Capital Stock (other than for or into Capital Stock of the Company that is not Disqualified Stock);

(c) the purchase, repurchase, redemption, acquisition or retirement for value, prior to the date for any scheduled maturity, sinking fund or amortization or other installment payment, of any Subordinated Obligation (other than (1) the purchase, repurchase or other acquisition of any Subordinated Obligation purchased in anticipation of satisfying a scheduled maturity, sinking fund or amortization or other installment obligation, in each case due within one year of the date of acquisition or (2) the redemption of the subordinated physician notes in connection with conversions of physician management practice entities and/or physicians affiliated with such physician management practice entities to the service line structure or the termination of a Management Services Agreement as in effect on the Issue Date;

(d) any Investment (other than Permitted Investments) in any Person; or

(e) the issuance, sale or other disposition of Capital Stock of any Restricted Subsidiary to a Person other than the Company or another Restricted Subsidiary if the result thereof is that such Restricted Subsidiary shall cease to be a Restricted Subsidiary, in which event the amount of such “Restricted Payment” shall be the Fair Market Value of the remaining interest, if any, in such former Restricted Subsidiary held by the Company and the other Restricted Subsidiaries, unless such issuance, sale or other disposition is classified as a Permitted Investment.

“Restricted Subsidiary” means any Subsidiary of the Company other than an Unrestricted Subsidiary.

“S&P” means Standard & Poor’s Ratings Services or any successor to the rating agency business thereof.

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“Sale and Leaseback Transaction” means any direct or indirect arrangement relating to Property now owned or hereafter acquired whereby the Company or a Restricted Subsidiary transfers such Property to another Person and the Company or a Restricted Subsidiary leases it from such Person.

“SEC” means the Securities and Exchange Commission.

“Securities” has the meaning set forth in the preamble.

“Securities Act” means the Securities Act of 1933.

“Senior Debt” of the Company means:

(a) all obligations consisting of the principal, premium, if any, and accrued and unpaid interest (including interest accruing on or after the filing of any petition in bankruptcy or for reorganization relating to the Company to the extent post-filing interest is allowed in such proceeding) in respect of:

(1)  Debt of the Company for borrowed money, and

(2)  Debt of the Company evidenced by notes, debentures, bonds or other similar instruments permitted under this Indenture for the payment of which the Company is responsible or liable;

(b) all Capital Lease Obligations of the Company and all Attributable Debt in respect of Sale and Leaseback Transactions entered into by the Company;

(c) all obligations of the Company

(1)  for the reimbursement of any obligor on any letter of credit, bankers’ acceptance or similar credit transaction,

(2)  under Hedging Obligations, or

(3)  issued or assumed as the deferred purchase price of Property and all conditional sale obligations of the Company and all obligations under any title retention agreement permitted under this Indenture; and

(d) all obligations of other Persons of the type referred to in clauses (a), (b) and (c) for the payment of which the Company is responsible or liable as Guarantor;

provided, however, that Senior Debt shall not include:

(A)  Debt of the Company that is by its terms subordinate or pari passu in right of payment to the Securities, including any Subordinated Obligations;

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(B)  that portion of any Debt Incurred in violation of the provisions of this Indenture; provided, however, that such Debt shall be deemed not to have been Incurred in violation of this Indenture for purposes of this clause (B) if (x) the holders of such Debt or their Representative or the Company shall have furnished to the Trustee an opinion of nationally recognized independent legal counsel addressed to the Trustee (which legal counsel may, as to matters of fact, rely upon an Officers’ Certificate) to the effect that the Incurrence of such Debt does not violate the provisions of this Indenture or (y) such Debt consists of Debt under the Credit Facilities and holders of such Debt or their Representative (A) had no actual knowledge at the time of the Incurrence that the Incurrence of such Debt violated this Indenture and (B) shall have received an Officers’ Certificate to the effect that the Incurrence of such Debt does not violate provisions of this Indenture;

(C)  accounts payable or any other obligations of the Company to trade creditors created or assumed by the Company in the ordinary course of business in connection with the obtaining of materials or services (including Guarantees thereof or instruments evidencing such liabilities);

(D)  any liability for U.S. Federal, state, local or other taxes owed or owing by the Company;

(E)  any obligation of the Company to any Subsidiary; or

(F)  any obligations with respect to any Capital Stock of the Company.

“Senior Debt” of any Subsidiary Guarantor has a correlative meaning.

“Senior Subordinated Exchange Notes” means the debt securities of the Company issued pursuant to the indenture governing the Senior Subordinated Notes in exchange for, and in an aggregate principal amount equal to, the Senior Subordinated Notes, in compliance with the terms of the Registration Agreement.

“Senior Subordinated Notes” means the 10 3/4% Senior Subordinated Notes due 2014 of the Company.

“Shelf Registration Statement” means a registration statement issued by the Company in connection with the offer and sale of Initial Securities or Private Exchange Securities (as defined in the Registration Agreement) pursuant to the Registration Agreement.

“Significant Subsidiary” means any Subsidiary that would be a “Significant Subsidiary” of the Company within the meaning of Rule 1-02 under Regulation S-X promulgated by the SEC.

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“Stated Maturity” means, with respect to any security, the date specified in such security as the fixed date on which the payment of principal of such security is due and payable, including pursuant to any mandatory redemption provision (but excluding any provision providing for the repurchase of such security at the option of the holder thereof upon the happening of any contingency beyond the control of the issuer unless such contingency has occurred).

“Subordinated Obligation” means any Debt of the Company or any Subsidiary Guarantor (whether outstanding on the Issue Date or thereafter Incurred) that is subordinate or junior in right of payment to the Securities or the applicable Subsidiary Guarantee pursuant to a written agreement to that effect.

“Subsidiary” means, in respect of any Person, any corporation, company (including any limited liability company), association, partnership, joint venture or other business entity of which a majority of the total voting power of the Voting Stock is at the time owned or controlled, directly or indirectly, by:

(a) such Person,

(b) such Person and one or more Subsidiaries of such Person, or

(c) one or more Subsidiaries of such Person.

“Subsidiary Guarantor” means each Domestic Restricted Subsidiary and any other Person that becomes a Subsidiary Guarantor pursuant to Section 4.14.

“Subsidiary Guarantee” means a Guarantee on the terms set forth in this Indenture by a Subsidiary Guarantor of the Company’s obligations with respect to the Securities.

“Temporary Cash Investments” means any of the following:

(a) Investments in U.S. Government Obligations maturing within 365 days of the date of acquisition thereof;

(b) Investments in time deposit accounts, certificates of deposit and money market deposits maturing within 270 days of the date of acquisition thereof issued by a bank or trust company organized under the laws of the United States of America or any state thereof or any foreign country recognized by the United States of America, which bank or trust company has capital, surplus and undivided profits aggregating in excess of $500,000,000 and whose long-term debt is rated “A-3” or “A-” or higher according to Moody’s or S&P (or such similar equivalent rating by at least one “nationally recognized statistical rating organization” (as defined in Rule 436 under the Securities Act));

(c) repurchase obligations with a term of not more than 30 days for underlying securities of the types described in clause (a) entered into with:

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(1)  a bank meeting the qualifications described in clause (b) above, or

(2)  any primary government securities dealer reporting to the Market Reports Division of the Federal Reserve Bank of New York;

(d) Investments in commercial paper, maturing not more than 90 days after the date of acquisition, issued by a corporation (other than an Affiliate of the Company) organized and in existence under the laws of the United States of America or any foreign country recognized by the United States of America with a rating at the time as of which any Investment therein is made of “P-1” (or higher) according to Moody’s or “A-1” (or higher) according to S&P (or such similar equivalent rating by at least one “nationally recognized statistical rating organization” (as defined in Rule 436 under the Securities Act));

(e) direct obligations (or certificates representing an ownership interest in such obligations) of any state of the United States of America or any political subdivision thereof (including any agency or instrumentality of any such state or political subdivision thereof) for the payment of which the full faith and credit of such state is pledged and which are not callable or redeemable at the issuer’s option, provided that:

(1)  the long-term debt of such state is rated “A-3” or “A-” or higher according to Moody’s or S&P (or such similar equivalent rating by at least one “nationally recognized statistical rating organization” (as defined in Rule 436 under the Securities Act)), and

(2)  such obligations mature within 180 days of the date of acquisition thereof; and

(f) investment in funds which invest all or substantially all of their assets in Temporary Cash Investments of the kind described in clauses (a) through (e) of this definition.

“TIA” means the Trust Indenture Act of 1939 (15 U.S.C. §§ 77aaa-77bbbb) as in effect on the date of this Indenture; provided, however, that, in the event the TIA is amended after such date, “Trust Indenture Act” means, to the extent required by any such amendments, the Trust Indenture Act of 1939 as so amended.

“Total Tangible Assets” means, as of any date of determination, the sum of the amounts that would appear on a consolidated balance sheet of the Company and its consolidated Restricted Subsidiaries as the total assets (less, to the extent not deducted in the determination of total assets, accumulated depreciation and amortization, allowances for doubtful receivables, other applicable reserves and other properly deductible items) of the Company and its Restricted Subsidiaries, after giving effect to purchase accounting and after deducting therefrom, to the extent otherwise included, the amounts of (without duplication):

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(a) the excess of cost over Fair Market Value of Property;

(b) any revaluation or other write-up in book value of assets subsequent to the last day of the fiscal quarter of the Company immediately preceding the Issue Date as a result of a change in the method of valuation in accordance with GAAP;

(c) unamortized debt discount and expenses and other unamortized deferred charges, goodwill, patents, trademarks, service marks, trade names, copyrights, licenses, organization or developmental expenses, Management Services Agreements and other intangible items as to which Statement of Financial Accounting Standards No. 142, “Goodwill and Other Intangible Assets” applies;

(d) minority interests in consolidated Subsidiaries held by Persons other than the Company or any Restricted Subsidiary;

(e) treasury stock;

(f) cash or securities set aside and held in a sinking or other analogous fund established for the purpose of redemption or other retirement of Capital Stock; and

(g) Investments in and Property of Unrestricted Subsidiaries (other than Permitted Joint Ventures).

“Transactions” means the merger contemplated by the Merger Agreement and each other transaction contemplated thereby, all as more fully described in the Offering Memorandum.

“Trustee” means LaSalle Bank National Association, a national banking association, until a successor replaces it and, thereafter, means the successor.

“Trust Officer” means any officer within the Corporate Trust Administration department of the Trustee (or any successor group of the trustee) with direct responsibility for the administration of this Indenture and also means, with respect to a particular corporate trust matter, any other officer to whom such matter is referred because of his knowledge of and familiarity with the particular subject.

“Unrestricted Subsidiary” means:

(a) Southeast Texas Cancer Centers, L.P., Cancer Treatment Associates of Northeast Missouri, Ltd., Colorado Cancer Centers, LLC, AOR Real Estate of Greenville, L.P., The Carroll County Cancer Center, Limited Partnership, Oregon Cancer Center, Ltd., US Oncology Pharmacy GPO, L.P., AOR Management Company of Kansas, Inc. and East Indy CC, LLC;

(b) any Subsidiary of the Company that is designated after the Issue Date as an Unrestricted Subsidiary as permitted or required pursuant to Section 4.11

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and is not thereafter redesignated as a Restricted Subsidiary as permitted pursuant thereto; and

(c) any Subsidiary of an Unrestricted Subsidiary.

“U.S. Government Obligations” means direct obligations (or certificates representing an ownership interest in such obligations) of the United States of America (including any agency or instrumentality thereof) for the payment of which the full faith and credit of the United States of America is pledged and which are not callable or redeemable at the issuer’s option.

“Voting Stock” of any Person means all classes of Capital Stock or other interests (including partnership interests) of such Person then outstanding and normally entitled (without regard to the occurrence of any contingency) to vote in the election of directors, managers or trustees thereof.

“Wholly Owned Restricted Subsidiary” means, at any time, a Restricted Subsidiary all the Voting Stock of which (except directors’ qualifying shares) is at such time owned, directly or indirectly, by the Company and its other Wholly Owned Subsidiaries.

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SECTION 1.02.  Other Definitions.

Term	Defined in Section
“Affiliate Transaction”	4.08
“Bankruptcy Law”	6.01
“Change of Control Offer”	4.13
“Change of Control Payment Date”	4.13
“Change of Control Purchase Price”	4.13
“covenant defeasance option”	8.01
“Custodian”	6.01
“Event of Default”	6.01
“Exchange Security”	Appendix A
“Global Security”	Appendix A
“Initial Lien”	4.09
“legal defeasance option”	8.01
“Legal Holiday”	11.08
“Obligations”	10.01
“Offer Amount”	4.06
“Offer Period”	4.06
“OID”	2.01
“Offered Securities”	2.01
“Paying Agent”	2.04
“Permitted Debt”	4.03
“Prepayment Offer”	4.06
“Registered Exchange Offer	Appendix A
“Registrar”	2.04
“Shelf Registration Statement	Appendix A
“Surviving Person”	5.01

SECTION 1.03.  Incorporation by Reference of Trust Indenture Act.  This Indenture is subject to the mandatory provisions of the TIA, which are incorporated by reference in and made a part of this Indenture.  The following TIA terms have the following meanings:

“Commission” means the SEC.

“indenture securities” means the Securities and the Subsidiary Guarantees.

“indenture security holder” means a Securityholder.

“indenture to be qualified” means this Indenture.

“indenture trustee” or “institutional trustee” means the Trustee.

“obligor” on the indenture securities means the Company, each Subsidiary Guarantor and any other obligor on the indenture securities.

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All other TIA terms used in this Indenture that are defined by the TIA, defined by TIA reference to another statute or defined by SEC rule have the meanings assigned to them by such definitions.

SECTION 1.04.  Rules of Construction.  Unless the context otherwise requires:

(1)  a term has the meaning assigned to it;

(2)  an accounting term not otherwise defined has the meaning assigned to it in accordance with GAAP;

(3)  “or” is not exclusive;

(4)  “including” means including without limitation;

(5)  words in the singular include the plural and words in the plural include the singular;

(6)  unsecured Debt shall not be deemed to be subordinate or junior to secured Debt merely by virtue of its nature as unsecured Debt;

(7)  the principal amount of any noninterest bearing or other discount security at any date shall be the principal amount thereof that would be shown on a balance sheet of the issuer dated such date prepared in accordance with GAAP; and

(8)  the principal amount of any Preferred Stock shall be the greater of (i) the maximum liquidation value of such Preferred Stock or (ii) the maximum mandatory redemption or mandatory repurchase price with respect to such Preferred Stock.

ARTICLE II

The Securities

SECTION 2.01.  Amount of Securities; Issuable in Series.  The aggregate principal amount of Securities which may be authenticated and delivered under this Indenture is unlimited, subject to compliance with Section 4.03.  All Securities shall be identical in all respects other than issue prices and issuance dates.  The Securities may be issued in one or more series; provided, however, that any Securities issued with original issue discount (“OID”) for Federal income tax purposes shall not be issued as part of the same series as any Securities that are issued with a different amount of OID or are not issued with OID.  All Securities of any one series shall be substantially identical except as to denomination.

Subject to Section 2.03, the Trustee shall authenticate Securities for original issue on the Issue Date in the aggregate principal amount of $300,000,000 (the

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“Offered Securities”).  With respect to any Securities issued after the Issue Date (except for Securities authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, Original Securities pursuant to Section 2.07, 2.08, 2.09 or 3.06 or Appendix A), there shall be established in or pursuant to a resolution of the Board of Directors, and subject to Section 2.03, set forth, or determined in the manner provided in an Officers’ Certificate, or established in one or more indentures supplemental hereto, prior to the issuance of such Securities:

(1)  whether such Securities shall be issued as part of a new or existing series of Securities and the title of such Securities (which shall distinguish the Securities of the series from Securities of any other series);

(2)  the aggregate principal amount of such Securities that may be authenticated and delivered under this Indenture is unlimited (except for Securities authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Securities of the same series pursuant to Section 2.07, 2.08, 2.09 or 3.06 or Appendix A and except for Securities which, pursuant to Section 2.03, are deemed never to have been authenticated and delivered hereunder), subject to compliance with Section 4.03;

(3)  the issue price and issuance date of such Securities, including the date from which interest on such Securities shall accrue;

(4)  if applicable, that such Securities shall be issuable in whole or in part in the form of one or more Global Securities and, in such case, the respective depositories for such Global Securities, the form of any legend or legends that shall be borne by any such Global Security in addition to or in lieu of that set forth in Exhibit 1 to Appendix A and any circumstances in addition to or in lieu of those set forth in Section 2.3 of Appendix A in which any such Global Security may be exchanged in whole or in part for Securities registered, and any transfer of such Global Security in whole or in part may be registered, in the name or names of Persons other than the depository for such Global Security or a nominee thereof; and

(5)  if applicable, that such Securities shall not be issued in the form of Initial Securities subject to Appendix A, but shall be issued in the form of Exchange Securities as set forth in Exhibit A.

If any of the terms of any series are established by action taken pursuant to a resolution of the Board of Directors, a copy of an appropriate record of such action shall be certified by the Secretary or any Assistant Secretary of the Company and delivered to the Trustee at or prior to the delivery of the Officers’ Certificate or the indenture supplemental hereto setting forth the terms of the series.

SECTION 2.02.  Form and Dating.  Provisions relating to the Initial Securities of each series and the Exchange Securities are set forth in Appendix A, which is hereby incorporated in and expressly made part of this Indenture.  The Initial Securities

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of each series and the Trustee’s certificate of authentication shall be substantially in the form of Exhibit 1 to Appendix A which is hereby incorporated in and expressly made a part of this Indenture.  The Exchange Securities and the Trustee’s certificate of authentication shall be substantially in the form of Exhibit A, which is hereby incorporated in and expressly made a part of this Indenture.  The Securities of each series may have notations, legends or endorsements required by law, stock exchange rule, agreements to which the Company is subject, if any, or usage, provided that any such notation, legend or endorsement is in a form reasonably acceptable to the Company.  Each Security shall be dated the date of its authentication.  The terms of the Securities of each series set forth in Exhibit 1 to Appendix A and Exhibit A are part of the terms of this Indenture.

SECTION 2.03.  Execution and Authentication.  Two Officers shall sign the Securities for the Company by manual or facsimile signature.  The Company’s seal may be impressed, affixed, imprinted or reproduced on the Securities and may be in facsimile form.

If an Officer whose signature is on a Security no longer holds that office at the time the Trustee authenticates the Security, the Security shall be valid nevertheless.

At any time and from time to time after the execution and delivery of this Indenture, the Company may deliver Securities of any series executed by the Company to the Trustee for authentication, together with a written order of the Company in the form of an Officers’ Certificate for the authentication and delivery of such Securities, and the Trustee in accordance with such written order of the Company shall authenticate and deliver such Securities.

A Security shall not be valid until an authorized signatory of the Trustee manually signs the certificate of authentication on the Security.  The signature shall be conclusive evidence that the Security has been authenticated under this Indenture.

The Trustee may appoint an authenticating agent reasonably acceptable to the Company to authenticate the Securities.  Any such appointment shall be evidenced by an instrument signed by the Trustee, a copy of which shall be furnished to the Company.  Unless limited by the terms of such appointment, an authenticating agent may authenticate Securities whenever the Trustee may do so.  Each reference in this Indenture to authentication by the Trustee includes authentication by such agent.  An authenticating agent has the same rights as any Registrar, Paying Agent or agent for service of notices and demands.

SECTION 2.04.  Registrar and Paying Agent.  The Company shall maintain an office or agency where Securities may be presented for registration of transfer or for exchange (the “Registrar”) and an office or agency where Securities may be presented for payment (the “Paying Agent”).  The Registrar shall keep a register of the Securities and of their transfer and exchange.  The Company may have one or more co-registrars and one or more additional paying agents.  The term “Registrar” includes any co-registrar.  The term “Paying Agent” includes any additional paying agent.

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The Company shall enter into an appropriate agency agreement with any Registrar or Paying Agent not a party to this Indenture, which shall incorporate the terms of the TIA.  The agreement shall implement the provisions of this Indenture that relate to such agent.  The Company shall notify the Trustee of the name and address of any such agent.  If the Company fails to maintain a Registrar or Paying Agent, the Trustee shall act as such and shall be entitled to appropriate compensation therefor pursuant to Section 7.07.  The Company or any of its domestically incorporated Wholly Owned Subsidiaries may act as Paying Agent, Registrar or transfer agent.

The Company initially appoints the Trustee as Registrar and Paying Agent in connection with the Securities.

The Company may remove any Registrar or Paying Agent upon written notice to such Registrar or Paying Agent and to the Trustee; provided, however, that no such removal shall become effective until (i) acceptance of an appointment by a successor as evidenced by an appropriate agreement entered into by the Company and such successor Registrar or Paying Agent, as the case may be, and delivered to the Trustee or (ii) notification to the Trustee that the Trustee shall serve as Registrar or Paying Agent until the appointment of a successor in accordance with clause (i) above.  The Registrar or Paying Agent may resign at any time upon written notice to the Company and the Trustee.

SECTION 2.05.  Paying Agent To Hold Money in Trust.  On or prior to each due date of the principal and interest on any Security, the Company shall deposit with the Paying Agent a sum sufficient to pay such principal and interest when so becoming due.  The Company shall require each Paying Agent (other than the Trustee) to agree in writing that the Paying Agent shall hold in trust for the benefit of Securityholders or the Trustee all money held by the Paying Agent for the payment of principal of or interest on the Securities and shall notify the Trustee of any default by the Company in making any such payment.  If the Company or a Wholly Owned Subsidiary acts as Paying Agent, it shall segregate the money held by it as Paying Agent and hold it as a separate trust fund.  The Company at any time may require a Paying Agent to pay all money held by it to the Trustee and to account for any funds disbursed by the Paying Agent.  Upon complying with this Section, the Paying Agent shall have no further liability for the money delivered to the Trustee.

SECTION 2.06.  Securityholder Lists.  The Trustee shall preserve in as current a form as is reasonably practicable the most recent list available to it of the names and addresses of Securityholders and shall otherwise comply with TIA § 312(a).  If the Trustee is not the Registrar, the Company shall furnish to the Trustee, in writing at least five Business Days before each interest payment date and at such other times as the Trustee may request in writing, a list in such form and as of such date as the Trustee may reasonably require of the names and addresses of Securityholders.

SECTION 2.07.  Replacement Securities.  If a mutilated Security is surrendered to the Registrar or if the Holder of a Security claims that such Security has been lost, destroyed or wrongfully taken, the Company shall issue and the Trustee shall

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authenticate a replacement Security if the requirements of Section 8-405 of the Uniform Commercial Code are met and the Holder satisfies any other reasonable requirements of the Trustee.  If required by the Trustee or the Company, such Holder shall furnish an indemnity bond sufficient in the judgment of the Company and the Trustee to protect the Company, the Trustee, the Paying Agent and the Registrar from any loss which any of them may suffer if a Security is replaced.  The Company and the Trustee may charge the Holder for their expenses in replacing a Security.

Every replacement Security is an additional obligation of the Company.

SECTION 2.08.  Outstanding Securities.  Securities outstanding at any time are all Securities authenticated by the Trustee except for those canceled by it, those delivered to it for cancelation and those described in this Section as not outstanding.  A Security does not cease to be outstanding because the Company or an Affiliate of the Company holds the Security.

If a Security is replaced pursuant to Section 2.07, it ceases to be outstanding unless the Trustee and the Company receive proof satisfactory to them that the replaced Security is held by a bona fide purchaser.

If the Paying Agent segregates and holds in trust, in accordance with this Indenture, on a redemption date or maturity date money sufficient to pay all principal and interest payable on that date with respect to the Securities (or portions thereof) to be redeemed or maturing, as the case may be, and the Paying Agent is not prohibited from paying such money to the Securityholders on that date pursuant to the terms of this Indenture, then on and after that date such Securities (or portions thereof) cease to be outstanding and interest on them ceases to accrue.

SECTION 2.09.  Temporary Securities.  Until definitive Securities are ready for delivery, the Company may prepare and the Trustee shall authenticate temporary Securities.  Temporary Securities shall be substantially in the form of definitive Securities but may have variations that the Company considers appropriate for temporary Securities.  Without unreasonable delay, the Company shall prepare and the Trustee shall authenticate definitive Securities and deliver them in exchange for temporary Securities.

SECTION 2.10.  Cancelation.  The Company at any time may deliver Securities to the Trustee for cancelation.  The Registrar and the Paying Agent shall forward to the Trustee any Securities surrendered to them for registration of transfer, exchange or payment.  The Trustee and no one else shall cancel and destroy (subject to the record retention requirements of the Exchange Act) all Securities surrendered for registration of transfer, exchange, payment or cancelation and deliver a certificate of such destruction to the Company unless the Company directs the Trustee to deliver canceled Securities to the Company.  The Company may not issue new Securities to replace Securities it has redeemed, paid or delivered to the Trustee for cancelation.

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SECTION 2.11.  Defaulted Interest.  If the Company defaults in a payment of interest on the Securities, the Company shall pay the defaulted interest (plus interest on such defaulted interest to the extent lawful) in any lawful manner.  The Company may pay the defaulted interest to the persons who are Securityholders on a subsequent special record date.  The Company shall fix or cause to be fixed any such special record date and payment date to the reasonable satisfaction of the Trustee and shall promptly mail to each Securityholder a notice that states the special record date, the payment date and the amount of defaulted interest to be paid.

SECTION 2.12.  CUSIP Numbers.  The Company in issuing the Securities may use “CUSIP” numbers and corresponding “ISIN” numbers (if then generally in use) and, if so, the Trustee shall use “CUSIP” numbers in notices of redemption as a convenience to Holders; provided, however, that neither the Company nor the Trustee shall have any responsibility for any defect in the “CUSIP” number that appears on any Security, check, advice of payment or redemption notice, and any such notice may state that no representation is made as to the correctness of such numbers either as printed on the Securities or as contained in any notice of a redemption and that reliance may be placed only on the other identification numbers printed on the Securities, and any such redemption shall not be affected by any defect in or omission of such numbers.

ARTICLE III

Redemption

SECTION 3.01.  Notices to Trustee.  If the Company elects to redeem Securities pursuant to paragraph 5 of the Securities, it shall notify the Trustee in writing of the redemption date, the principal amount of Securities to be redeemed and that such redemption is being made pursuant to paragraph 5 of the Securities.

The Company shall give each notice to the Trustee provided for in this Section in connection with a redemption pursuant to paragraph 5 of the Securities at least 45 days before the redemption date unless the Trustee consents to a shorter period.  Such notice shall be accompanied by an Officers’ Certificate and an Opinion of Counsel from the Company to the effect that such redemption will comply with the conditions herein.

SECTION 3.02.  Selection of Securities To Be Redeemed.  If fewer than all the Securities are to be redeemed, the Trustee shall select the Securities to be redeemed pro rata or by lot or by a method that complies with applicable legal and securities exchange requirements, if any, and that the Trustee considers fair and appropriate and in accordance with methods generally used at the time of selection by fiduciaries in similar circumstances.  The Trustee shall make the selection from outstanding Securities not previously called for redemption.  The Trustee may select for redemption portions of the principal of Securities that have denominations larger than $1,000.  Securities and portions of them the Trustee selects shall be in amounts of $1,000 or a whole multiple of $1,000.  Provisions of this Indenture that apply to Securities called for redemption also apply to portions of Securities called for redemption.  The Trustee

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shall notify the Company promptly of the Securities or portions of Securities to be redeemed.

SECTION 3.03.  Notice of Redemption.  At least 30 days but not more than 60 days before a date for redemption of Securities, the Company shall mail or cause to be mailed a notice of redemption by first-class mail to each Holder of Securities to be redeemed.

The notice shall identify the Securities to be redeemed and shall state:

(i)  the redemption date;

(ii)  the redemption price;

(iii)  the name and address of the Paying Agent;

(iv)  that Securities called for redemption must be surrendered to the Paying Agent to collect the redemption price;

(v)  if fewer than all the outstanding Securities are to be redeemed, the identification and principal amounts of the particular Securities to be redeemed;

(vi)  that, unless the Company defaults in making such redemption payment, interest on Securities (or portion thereof) called for redemption ceases to accrue on and after the redemption date; and

(vii)  that no representation is made as to the correctness or accuracy of the CUSIP number, if any, listed in such notice or printed on the Securities.

At the Company’s request, the Trustee shall give the notice of redemption in the Company’s name and at the Company’s expense.  In such event, the Company shall provide the Trustee with the information required by this Section.

SECTION 3.04.  Effect of Notice of Redemption.  Once notice of redemption is mailed, Securities called for redemption become due and payable on the redemption date and at the redemption price stated in the notice.  Upon surrender to the Paying Agent, such Securities shall be paid at the redemption price stated in the notice, plus accrued interest to the redemption date (subject to the right of Holders of record on the relevant record date to receive interest due on the related interest payment date that is on or prior to the date of redemption).  Failure to give notice or any defect in the notice to any Holder shall not affect the validity of the notice to any other Holder.

SECTION 3.05.  Deposit of Redemption Price.  On or prior to the redemption date, the Company shall deposit with the Paying Agent (or, if the Company or a Wholly Owned Subsidiary is the Paying Agent, shall segregate and hold in trust) money sufficient to pay the redemption price of and accrued interest (subject to the right

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of Holders of record on the relevant record date to receive interest due on the related interest payment date that is on or prior to the date of redemption) on all Securities to be redeemed on that date other than Securities or portions of Securities called for redemption that have been delivered by the Company to the Trustee for cancelation. The Trustee or the Paying Agent will promptly return to the Company any money deposited with the Trustee or Paying Agent by the Company in excess of the amounts necessary to pay the redemption price of and accrued interest on all Securities to be redeemed.

SECTION 3.06.  Securities Redeemed in Part.  Upon surrender of a Security that is redeemed in part, the Company shall execute and the Trustee shall authenticate for the Holder (at the Company’s expense) a new Security equal in principal amount to the unredeemed portion of the Security surrendered.

ARTICLE IV

Covenants

SECTION 4.01.  Payment of Securities.  The Company shall promptly pay the principal of and interest on the Securities on the dates and in the manner provided in the Securities and in this Indenture.  Principal and interest shall be considered paid on the date due if on such date the Trustee or the Paying Agent holds in accordance with this Indenture money sufficient to pay all principal and interest then due.

The Company shall pay interest on overdue principal at the rate specified therefor in the Securities, and it shall pay interest on overdue installments of interest at the rate borne by the Securities to the extent lawful.

SECTION 4.02.  Reports.  (a)  Whether or not required by the SEC, so long as any Securities are outstanding, if not filed electronically with the SEC through the SEC’s Electronic Data Gathering, Analysis, and retrieval System (or any successor system), the Company will furnish to the holders of Securities, within the time periods specified in the SEC’s rules and regulations:

(1)  all quarterly and annual financial information that would be required to be contained in a filing with the SEC on Forms 10-Q and 10-K if the Company were required to file such Forms, including a “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and, with respect to the annual information only, a report on the annual financial statements by the Company’s certified independent accountants; and

(2)  all current reports that would be required to be filed with the SEC on Form 8-K if the Company were required to file such reports.

(b)  Whether or not required by the SEC, after the consummation of the Registered Exchange Offer or the effectiveness of the Shelf Registration Statement, the Company will file a copy of all of the information and reports referred to in clauses (1) and (2) of paragraph (a) above with the SEC for public availability within the time periods specified in the SEC’s rules and regulations (unless the SEC will not accept such

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a filing) and make such information available to securities analysts and prospective investors upon request.  In addition, for so long as any Securities remain outstanding, the Company will furnish to the holders of the Securities and to securities analysts and prospective investors, upon their request, the information required to be delivered pursuant to Rule 144A(4) under the Securities Act.

(c)  If at any time Parent becomes a Guarantor (there being no obligation of Parent to do so), holds no material assets other than cash, Cash Equivalents and the Capital Stock of the Company or of any direct or indirect parent corporation of the Company (and performs the related incidental activities associated with such ownership) and complies with the requirements of Rule 3-10 of Regulation S-X promulgated by the SEC (or any successor provision), the reports, information and other documents required to be filed and furnished to holders of the Securities pursuant to this covenant may, at the option of the Company, be filed by and be those of Parent rather than the Company.

(d)  Notwithstanding the foregoing, the requirements of this Section 4.02 shall be deemed satisfied prior to the commencement of the Registered Exchange Offer or the effectiveness of the Shelf Registration Statement by the filing with the SEC of the Exchange Offer Registration Statement and/or Shelf Registration Statement, and any amendments thereto, with such financial information that satisfies Regulation S-X of the Securities Act.

(e)  If the Company has designated any of its Subsidiaries as Unrestricted Subsidiaries and such Unrestricted Subsidiaries, either individually or collectively, would otherwise have been a Significant Subsidiary, then the quarterly and annual financial information referred to in clause (1) above shall include a reasonably detailed presentation, either on the face of the financial statements or in the footnotes to the financial statements and in Management’s Discussion and Analysis of Financial Condition and Results of Operations, of the financial condition and results of operations of the Company and the Restricted Subsidiaries of the Company.

(f)  The Company shall deliver to the Trustee within 120 days after the end of each fiscal year of the Company an Officer’s Certificate stating whether or not the signatories know of any Default by the Company in performing any of its obligations under this Indenture and the Notes.  If such signatories have knowledge of any such Default, the certificate shall describe the Default and its status.

SECTION 4.03.  Limitation on Debt.  (a)  The Company shall not, and shall not permit any Restricted Subsidiary to, Incur, directly or indirectly, any Debt unless, after giving pro forma effect to the application of the proceeds thereof, no Default or Event of Default would occur as a consequence of such Incurrence or be continuing following such Incurrence and such Debt is Debt of the Company or a Subsidiary Guarantor and after giving pro forma effect to the Incurrence of such Debt and the application of the proceeds thereof, the Consolidated Interest Coverage Ratio would be greater than 2.00 to 1.00.

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(b)  Notwithstanding the foregoing paragraph (a), each of the following shall be permitted (collectively, “Permitted Debt”):

(1)  Debt of the Company evidenced by the Offered Securities and the Offered Senior Subordinated Notes and of Subsidiary Guarantors evidenced by Subsidiary Guarantees relating to the Offered Securities and the Offered Senior Subordinated Notes and Debt of the Company represented by the Exchange Securities with respect to the Offered Securities and the Senior Subordinated Exchange Notes with respect to the Offered Senior Subordinated Notes and the Subsidiary Guarantors evidenced by Subsidiary Guarantees relating to the Exchange Securities with respect to the Offered Securities and the Senior Subordinated Exchange Notes with respect to the Offered Senior Subordinated Notes;

(2)  Debt of the Company or a Subsidiary Guarantor under any Credit Facilities; provided, however, that the aggregate principal amount of all such Debt under the Credit Facilities at any one time outstanding shall not exceed $650,000,000, which amount shall be permanently reduced by the amount of Net Available Cash used to Repay Debt under the Credit Facilities, and not subsequently reinvested in Additional Assets or used to purchase Securities or Repay other Debt, pursuant to Section 4.06;

(3)  Debt of the Company owing to and held by any Restricted Subsidiary and Debt of a Restricted Subsidiary owing to and held by the Company or any Restricted Subsidiary; provided, however, that (A) any subsequent issue or transfer of Capital Stock or other event that results in any such Restricted Subsidiary ceasing to be a Restricted Subsidiary or any subsequent transfer of any such Debt (except to the Company or a Restricted Subsidiary) shall be deemed, in each case, to constitute the Incurrence of such Debt by the issuer thereof and (B) if the Company is the obligor on such Debt, such Debt is expressly subordinated to the prior payment in full in cash of all obligations with respect to the Securities;

(4)  Debt outstanding on the Issue Date not otherwise described in clauses (1) through (3) above;

(5)  (A)  Debt (including Capital Lease Obligations) Incurred by the Company or any Subsidiary Guarantor (i) to finance the purchase, lease, construction or improvement of property (real or personal) or equipment (whether through the direct purchase of assets or the Capital Stock of any Person owning such assets) at the time of, or within 270 days after, such purchase, lease or improvement or (ii) as part of a Sale and Leaseback Transaction and (B) Debt constituting Guarantees of Debt of Permitted Joint Ventures; provided, however, that the aggregate principal amount of such Debt and Guarantees, when taken together with the amount of Debt and Guarantees previously Incurred pursuant to this clause (5) and then outstanding (including any Permitted Refinancing Debt

43

with respect thereto), does not exceed the greater of (x) $50,000,000 and (y) 6.0% of Total Tangible Assets;

(6)  Debt of a Restricted Subsidiary outstanding on the date on which such Restricted Subsidiary was acquired by the Company or otherwise became a Restricted Subsidiary (other than Debt Incurred as consideration in, or to provide all or any portion of the funds or credit support utilized to consummate, the transaction or series of transactions pursuant to which such Restricted Subsidiary became a Subsidiary of the Company or was otherwise acquired by the Company); provided, however, that at the time such Restricted Subsidiary was acquired by the Company or otherwise became a Restricted Subsidiary and after giving effect to the Incurrence of such Debt, the Company would have been able to Incur $1.00 of additional Debt pursuant to paragraph (a) of this Section 4.03;

(7)  Debt under Interest Rate Agreements entered into by the Company or a Restricted Subsidiary for the purpose of limiting interest rate risk in the ordinary course of the financial management of the Company or such Restricted Subsidiary and not for speculative purposes; provided, however, that the obligations under such agreements are directly related to payment obligations on Debt otherwise permitted by the terms of this Section 4.03;

(8)  Debt under Currency Exchange Protection Agreements entered into by the Company or a Restricted Subsidiary for the purpose of limiting currency exchange rate risks directly related to transactions entered into by the Company or such Restricted Subsidiary in the ordinary course of business and not for speculative purposes;

(9)  Debt in connection with one or more standby letters of credit, performance, bid or surety bonds or completion guarantees issued by the Company or a Restricted Subsidiary in the ordinary course of business or repayment obligations pursuant to self-insurance obligations and, in each case, not in connection with the borrowing of money or the obtaining of advances or credit;

(10)  Debt arising from agreements of the Company or a Restricted Subsidiary providing for indemnification, adjustment of purchase price or similar obligations, in each case, incurred in connection with the disposition of any business, assets or Capital Stock of a Subsidiary, other than Guarantees of Debt Incurred by any Person acquiring all or any portion of such business, assets or Capital Stock; provided, however, that the maximum aggregate liability in respect of all such Debt shall at no time exceed the gross proceeds actually received by the Company or such Restricted Subsidiary in connection with such disposition;

(11)  Debt arising from the honoring by a bank or other financial institution of a check, draft or similar instrument drawn against insufficient funds in the ordinary course of business; provided, however, that such Debt is extinguished within five Business Days of its Incurrence;

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(12)  Permitted Refinancing Debt Incurred in respect of Debt Incurred pursuant to paragraph (a) of this Section 4.03 and clauses (1), (4), (5) and (6) above;

(13)  Debt in the form of loans from Unrestricted Subsidiaries in an aggregate principal amount at any time outstanding not to exceed $10,000,000;

(14)  Debt consisting of promissory notes issued by the Company or any Restricted Subsidiary to current or former officers, directors or employees of the Company or any of its Subsidiaries (or permitted transferees of such officers, directors or employees) to finance any repurchase of shares of Capital Stock or options to purchase shares of Capital Stock made in accordance with clause (d) of the second paragraph of Section 4.04;

(15)  any Guarantee by the Company or a Subsidiary Guarantor of Debt of the Company or a Subsidiary Guarantor that was Incurred in compliance with this covenant; provided, however, that if such Debt is by its express terms subordinated in right of payment to the Securities or the Subsidiary Guarantee of such Subsidiary Guarantor, as applicable, any such guarantee with respect to such Debt shall be expressly subordinated in right of payment to the Securities or such Subsidiary Guarantor’s Subsidiary Guarantee; and

(16)  in addition to the items referred to in clauses (1) through (l5) above, Debt of the Company or a Subsidiary Guarantor in an aggregate principal amount which, when taken together with the amount of Debt previously Incurred pursuant to this clause (16) and then outstanding, does not exceed $50,000,000.

(c)  Notwithstanding anything to the contrary contained in this Section 4.03,

(1)  the Company shall not, and shall not permit any Subsidiary Guarantor to, Incur any Debt pursuant to paragraph (b) of this Section 4.03 if the proceeds thereof are used, directly or indirectly, to Refinance any Subordinated Obligations unless such Debt shall be subordinated to the Securities or the applicable Subsidiary Guarantee, as the case may be, to at least the same extent as such Subordinated Obligations; and

(2)  the Company shall not permit any Restricted Subsidiary that is not a Subsidiary Guarantor to Incur any Debt pursuant to this Section 4.03 if the proceeds thereof are used, directly or indirectly, to Refinance any Debt of the Company or any Subsidiary Guarantor.

(d)  For purposes of determining compliance with this Section 4.03:

(1)  any Debt under the Credit Facilities Incurred on the Issue Date will be deemed to have been Incurred pursuant to clause (2) of paragraph (b) above;

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(2)  in the event that an item of Debt meets the criteria of more than one of the types of Debt described above, the Company, in its sole discretion, will classify such item of Debt at the time of Incurrence and only be required to include the amount and type of such Debt in one of the above clauses;

(3)  the Company will be entitled to divide and classify an item of Debt in more than one of the types of Debt described above; and

(4)  other than Debt classified pursuant to clause (1) of this paragraph, following the date of its Incurrence, any Debt originally classified as Incurred pursuant to one of the clauses in the definition of “Permitted Debt” above may later be reclassified by the Company such that it will be deemed as having been Incurred pursuant to another clause in the definition of “Permitted Debt” above, as applicable, to the extent that such reclassified Debt could be Incurred pursuant to such new clause at the time of such reclassification.

SECTION 4.04.  Limitation on Restricted Payments.  The Company shall not make, and shall not permit any Restricted Subsidiary to make, directly or indirectly, any Restricted Payment if at the time of, and after giving effect to, such proposed Restricted Payment,

(a)  a Default or Event of Default shall have occurred and be continuing,

(b)  the Company could not Incur at least $1.00 of additional Debt pursuant to paragraph (a) of Section 4.03 or

(c)  the aggregate amount of such Restricted Payment and all other Restricted Payments declared or made since the Issue Date (the amount of any Restricted Payment, if made other than in cash, to be based upon Fair Market Value) would exceed an amount equal to the sum of (without duplication):

(1)  50% of the aggregate amount of Consolidated Net Income accrued during the period (treated as one accounting period) from the beginning of the fiscal quarter during which the Issue Date occurs to the end of the most recent fiscal quarter ending prior to the date of such Restricted Payment for which internal financial statements are available (or if the aggregate amount of Consolidated Net Income for such period shall be a deficit, minus 100% of such deficit), plus

(2)  Capital Stock Sale Proceeds, net cash capital contributions and the Fair Market Value of Property (other than Debt) contributed in respect of the Company’s Capital Stock (other than Disqualified Stock) subsequent to the Issue Date, plus

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(3)  the sum of:

(A)  the aggregate net cash proceeds and the Fair Market Value of Property (other than Debt) received by the Company or any Restricted Subsidiary from the issuance or sale after the Issue Date of convertible or exchangeable Debt that has been converted into or exchanged for Capital Stock (other than Disqualified Stock) of the Company, and

(B)  the aggregate amount by which Debt (other than Subordinated Obligations) of the Company or any Restricted Subsidiary is reduced on the Company’s consolidated balance sheet on or after the Issue Date upon the conversion or exchange of any Debt issued or sold on or prior to the Issue Date that is convertible or exchangeable for Capital Stock (other than Disqualified Stock) of the Company,

excluding, in the case of clause (A) or (B):

(x) any such Debt issued or sold to the Company or a Subsidiary of the Company or an employee stock ownership plan or trust established by the Company or any such Subsidiary for the benefit of their employees, and

(y) the aggregate amount of any cash or other Property distributed by the Company or any Restricted Subsidiary upon any such conversion or exchange,

plus

(4)  an amount equal to the sum of:

(A) the net reduction after the Issue Date in Investments (other than Permitted Investments) in any Person other than the Company or a Restricted Subsidiary resulting from dividends, repayments of loans or advances or other transfers of Property, proceeds realized on the sale of such Investment and proceeds representing the return of the capital, in each case to the Company or any Restricted Subsidiary from such Person, less the cost of the disposition of such Investments, and

(B) the portion (proportionate to the Company’s equity interest in such Unrestricted Subsidiary) of the Fair Market Value of the net assets of an Unrestricted Subsidiary at the time such Unrestricted Subsidiary is designated a Restricted Subsidiary;

provided, however, that the foregoing sum shall not exceed, in the case of any Person, the amount of Investments (other than Permitted Investments) previously made (and treated as a Restricted Payment) by the Company or any Restricted Subsidiary in such Person.

Notwithstanding the foregoing limitation, the Company may:

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(a)  pay dividends on its Capital Stock within 60 days of the declaration thereof if, on said declaration date, such dividends could have been paid in compliance with this Indenture; provided, however, that at the time of such payment of such dividend, no other Default or Event of Default shall have occurred and be continuing (or result therefrom); provided further, however, that such dividend shall be included in the calculation of the amount of Restricted Payments;

(b)  make any Restricted Payment in exchange for, or out of the proceeds of the substantially concurrent sale of, Capital Stock of the Company (other than Disqualified Stock and other than Capital Stock issued or sold to a Subsidiary of the Company or an employee stock ownership plan or trust established by the Company or any such Subsidiary for the benefit of their employees) or contributed in respect of such Capital Stock; provided, however, that

(1)  such Restricted Payment shall be excluded in the calculation of the amount of Restricted Payments and

(2)  the Capital Stock Sale Proceeds from such exchange or sale shall be excluded from the calculation pursuant to clause (c)(2) above;

(c)  purchase, repurchase, redeem, legally defease, acquire or retire for value any Subordinated Obligations in exchange for, or out of the proceeds of the substantially concurrent sale of, Permitted Refinancing Debt; provided, however, that such purchase, repurchase, redemption, legal defeasance, acquisition or retirement shall be excluded in the calculation of the amount of Restricted Payments;

(d)  repurchase shares of, or options to purchase shares of, Capital Stock of Parent, the Company or any of the Company’s Subsidiaries (or pay dividends to Parent to consummate any such repurchases) from current or former officers, directors or employees of the Company or any of its Subsidiaries (or permitted transferees of such current or former officers, directors or employees), pursuant to the terms of agreements (including employment agreements) or plans (or amendments thereto) approved by the Parent Board or the Board of Directors under which such individuals purchase or sell, or are granted the option to purchase or sell, shares of such common stock; provided, however, that the aggregate amount of such repurchases in any calendar year shall not exceed the lesser of (A) the sum of (x) $500,000 and (y) the aggregate amount of Restricted Payments permitted (but not made) in prior calendar years pursuant to this clause (d) and (B) the sum of (i) $2,500,000 plus (ii) the amount of net cash proceeds received by the Company after the Issue Date from any payment under “key-man” life insurance policies obtained by the Company or a Restricted Subsidiary to insure the life of any director or officer of the Company or a Restricted

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Subsidiary; and provided further, however, that such repurchases shall be excluded in the calculation of the amount of Restricted Payments;

(e)  pay dividends or make other distributions to Parent to be used by Parent:

(1)  to pay its franchise taxes and other fees required to maintain its corporate existence;

(2)  to pay for general corporate and overhead expenses (including salaries and other compensation of employees) incurred by Parent in the ordinary course of its business to the extent such expenses are attributable to the ownership or operation of the Company and the Restricted Subsidiaries; provided, however, that no such funds shall be used for the payment of fees to Welsh, Carson, Anderson & Stowe, its Affiliates, directors, officers or any other Person associated with Welsh, Carson Anderson & Stowe; and

(3)  to pay fees and expenses other than to Affiliates related to an unsuccessful equity or debt offering not prohibited by this Indenture;

provided, however, that such dividends shall be excluded in the calculation of the amount of Restricted Payments;

(f)  pay dividends or make distributions or advances to Parent to be used by Parent to pay Federal, state and local taxes payable by Parent and directly attributable to (or arising as a result of) the operations of the Company and the Restricted Subsidiaries; provided, however, that (A) the amount of such dividends shall not exceed the amount that the Company and its Restricted Subsidiaries would be required to pay in respect of such Federal, state or local taxes were the Company to pay such taxes as a stand-alone taxpayer (including any interest or penalties thereon) and (B) such dividends, distributions and advances pursuant to this clause (f) are used by Parent for such purposes within 10 days of the receipt of such dividends; provided further, however, that such dividends, distributions and advances shall be excluded in the calculation of the amount of Restricted Payments;

(g)  make payments to former stockholders of US Oncology, Inc. in connection with the exercise of appraisal rights arising as a result of the Transactions under applicable law; provided, however, that such payments shall be excluded in the calculation of the amount of Restricted Payments;

(h)  make any Restricted Payment required by the Merger Agreement in connection with the Transactions and described in the Offering Memorandum; provided, however, that such payments shall be excluded in the calculation of the amount of Restricted Payments;

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(i)  make repurchases of shares of common stock of the Company deemed to occur upon the exercise of options to purchase shares of common stock of the Company if such shares of common stock of the Company represent a portion of the exercise price of such options; provided, however, that such repurchases shall be excluded in the calculation of the amount of Restricted Payments;

(j)  purchase, defease or otherwise acquire or retire for value any Subordinated Obligations upon a Change of Control of the Company or an Asset Sale by the Company, to the extent required by any agreement pursuant to which such Subordinated Obligations were issued, but only if the Company has complied with Section 4.13 and Section 4.06; provided, however, that such payments shall be included in the calculation of the amount of Restricted Payments; and

(k)  make Restricted Payments in an amount which, when taken together with all Restricted Payments made pursuant to this clause (k), does not exceed $30,000,000; provided, however, that at the time of each such Restricted Payment, no Default or Event of Default shall have occurred and be continuing (or result therefrom); provided further, however, that such Restricted Payments shall be excluded in the calculation of the amount of Restricted Payments.

SECTION 4.05.  Limitation on Issuance or Sale of Capital Stock of Restricted Subsidiaries. The Company shall not:

(a)  directly or indirectly sell, pledge, hypothecate or otherwise dispose of any shares of Capital Stock of a Restricted Subsidiary, or

(b)  permit any Restricted Subsidiary to, directly or indirectly, issue or sell or otherwise dispose of any shares of its Capital Stock,

other than, in the case of either (a) or (b):

(1)  directors’ qualifying shares,

(2)  to the Company or a Wholly Owned Restricted Subsidiary, or

(3)  if, immediately after giving effect to such disposition, such Restricted Subsidiary either (i) remains a Restricted Subsidiary or (ii) would no longer constitute a Restricted Subsidiary and any Investment in such Person remaining after giving effect thereto is treated as a new Investment by the Company and such Investment would constitute a Permitted Investment or would be permitted to be made under Section 4.04 if made on the date of such disposition.

SECTION 4.06.  Limitation on Asset Sales.  (a)  The Company shall not permit any Restricted Subsidiary to, directly or indirectly, consummate any Asset Sale unless:

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(i)  the Company or such Restricted Subsidiary receives consideration at the time of such Asset Sale at least equal to the Fair Market Value of the Property subject to such Asset Sale; provided, however, that with respect to PPM Asset Sales, the Company receives consideration at the time of such PPM Asset Sale at least equal to the lesser of (x) the Fair Market Value of such Property and (y) the net book value of such Property excluding any write-downs or reductions in net book value after March 31, 2004 other than as a result of normal course depreciation and amortization or casualty or destruction or, if specified in the applicable Management Services Agreement, the price at which the purchaser of such Property is entitled to purchase such Property pursuant to such Management Services Agreement; and

(ii)  at least 75% of the consideration paid to the Company or such Restricted Subsidiary in connection with such Asset Sale is in the form of cash or cash equivalents.

For the purposes of this covenant, the following are deemed to be cash or cash equivalents:

(1)  the assumption of Debt of the Company (other than obligations in respect of Disqualified Stock of the Company) or any Restricted Subsidiary (other than obligations in respect of Disqualified Stock or Preferred Stock of a Subsidiary Guarantor) and the release of the Company or such Restricted Subsidiary from all liability on such Debt in connection with such Asset Sale;

(2)  securities received by the Company or any Restricted Subsidiary from the transferee that are converted by the Company or such Restricted Subsidiary into cash within 90 days, to the extent of cash received in that conversion; and

(3)  with respect to PPM Asset Sales, (x) the principal amount of any Debt of the Company canceled or retired as consideration to the Company or a Restricted Subsidiary in such PPM Asset Sale and (y) Capital Stock of Parent at the time of such PPM Asset Sale in an aggregate amount which, when taken together with any other such Debt or Capital Stock received pursuant to this clause (3), does not exceed $10,000,000.

(b)  The Net Available Cash (or any portion thereof) from Asset Sales may be applied by the Company or a Restricted Subsidiary, to the extent the Company or such Restricted Subsidiary elects (or is required by the terms of any Debt):

(i)  to Repay Debt Incurred pursuant to clause (2) of paragraph (b) of Section 4.03 (excluding, in any such case, any Debt owed to the Company or an Affiliate of the Company); or

(ii)  to reinvest in Additional Assets (including by means of an Investment in Additional Assets by a Restricted Subsidiary with Net Available Cash received by the Company or another Restricted Subsidiary).

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(c)  Any Net Available Cash from an Asset Sale not applied in accordance with the preceding paragraph within one year from the date of the receipt of such Net Available Cash (or, if later, 90 days after the execution of any agreement with respect to such application, which agreement is signed within one year from the date of the receipt of such Net Available Cash) shall constitute “Excess Proceeds”.

When the aggregate amount of Excess Proceeds exceeds $20,000,000, the Company will be required to make an offer to purchase (the “Prepayment Offer”) the Securities which offer shall be in the amount of the Allocable Excess Proceeds, on a pro rata basis according to principal amount, at a purchase price equal to 100% of the principal amount thereof, plus accrued and unpaid interest, if any, to the purchase date (subject to the right of holders of record on the relevant record date to receive interest due on the relevant interest payment date), in accordance with the procedures (including prorating in the event of oversubscription) set forth in this Indenture.  To the extent that any portion of the amount of Net Available Cash remains after compliance with the preceding sentence and provided that all holders of Securities have been given the opportunity to tender their Securities for purchase in accordance with this Indenture, the Company or such Restricted Subsidiary may use such remaining amount for any purpose permitted by this Indenture and the amount of Excess Proceeds will be reset to zero.

The term “Allocable Excess Proceeds” will mean the product of:

(a)  the Excess Proceeds and

(b)  a fraction,

(1)  the numerator of which is the aggregate principal amount of the Securities Outstanding on the date of the Prepayment Offer, plus accrued and unpaid interest, if any, to such date, and

(2)  the denominator of which is the sum of (x) the aggregate principal amount of the Securities outstanding on the date of the Prepayment Offer, plus accrued and unpaid interest, if any, to such date and (y) the aggregate principal amount of other Debt of the Company outstanding on the date of the Prepayment Offer, plus accrued and unpaid interest, if any, to such date, that is pari passu in right of payment with the Securities and subject to terms and conditions in respect of Asset Sales similar in all material respects to the covenant described hereunder and requiring the Company to make an offer to purchase such Debt at substantially the same time as the Prepayment Offer.

(d)           (1) Within five business days after the Company is obligated to make a Prepayment Offer as described in the preceding paragraph, the Company shall send a written notice, by first-class mail, to the holders of Securities, accompanied by such information regarding the Company and its Subsidiaries as the Company in good faith believes will enable such holders to make an informed decision with respect to such Prepayment Offer.  Such notice shall state, among other things, the purchase price and the purchase date, which shall be, subject to any contrary requirements of applicable law,

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a business day no earlier than 30 days nor later than 60 days from the date such notice is mailed.

(2)  Not later than the date upon which written notice of a Prepayment Offer is delivered to the Trustee as provided above, the Company shall deliver to the Trustee an Officers’ Certificate as to (i) the amount of the Prepayment Offer (the “Offer Amount”), (ii) the allocation of the Net Available Cash from the Asset Sales pursuant to which such Prepayment Offer is being made and (iii) the compliance of such allocation with the provisions of Section 4.06(b).  On or before the Purchase Date, the Company shall also irrevocably deposit with the Trustee or with the Paying Agent (or, if the Company or a Wholly Owned Subsidiary is the Paying Agent, shall segregate and hold in trust) in Temporary Cash Investments (other than in those enumerated in clause (b) of the definition of Temporary Cash Investments), maturing on the last day prior to the Purchase Date or on the Purchase Date if funds are immediately available by open of business, an amount equal to the Offer Amount to be held for payment in accordance with the provisions of this Section.  Upon the expiration of the period for which the Prepayment Offer remains open (the “Offer Period”), the Company shall deliver to the Trustee for cancelation the Securities or portions thereof that have been properly tendered to and are to be accepted by the Company.  The Trustee or the Paying Agent shall, on the Purchase Date, mail or deliver payment to each tendering Holder in the amount of the purchase price.  In the event that the aggregate purchase price of the Securities delivered by the Company to the Trustee is less than the Offer Amount, the Trustee or the Paying Agent shall deliver the excess to the Company immediately after the expiration of the Offer Period for application in accordance with this Section.

(3)  Holders electing to have a Security purchased shall be required to surrender the Security, with an appropriate form duly completed, to the Company or its agent at the address specified in the notice at least three Business Days prior to the Purchase Date.  Holders shall be entitled to withdraw their election if the Trustee or the Company receives not later than one Business Day prior to the Purchase Date, a telegram, telex, facsimile transmission or letter setting forth the name of the Holder, the principal amount of the Security that was delivered for purchase by the Holder and a statement that such Holder is withdrawing its election to have such Security purchased.  If at the expiration of the Offer Period the aggregate principal amount of Securities surrendered by Holders exceeds the Offer Amount, the Company shall select the Securities to be purchased on a pro rata basis for all Securities (with such adjustments as may be deemed appropriate by the Company so that only Securities in denominations of $1,000, or integral multiples thereof, shall be purchased).  Holders whose Securities are purchased only in part shall be issued new Securities equal in principal amount to the unpurchased portion of the Securities surrendered.

(4)  At the time the Company delivers Securities to the Trustee that are to be accepted for purchase, the Company shall also deliver an Officers’ Certificate stating that such Securities are to be accepted by the Company pursuant to and in

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accordance with the terms of this Section.  A Security shall be deemed to have been accepted for purchase at the time the Trustee or the Paying Agent mails or delivers payment therefor to the surrendering Holder.

(e)  The Company will comply, to the extent applicable, with the requirements of Section 14(e) of the Exchange Act and any other securities laws or regulations in connection with the repurchase of Securities pursuant to this Section 4.06.  To the extent that the provisions of any securities laws or regulations conflict with provisions of this Section 4.06, the Company will comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations under this Section 4.06 by virtue thereof.

SECTION 4.07.  Limitation on Restrictions on Distributions from Restricted Subsidiaries.  The Company shall not, and shall not permit any Restricted Subsidiary to, directly or indirectly, create or otherwise cause or suffer to exist any consensual restriction on the right of any Restricted Subsidiary to:

(a)  pay dividends, in cash or otherwise, or make any other distributions on or in respect of its Capital Stock, or pay any Debt or other obligation owed, to the Company or any other Restricted Subsidiary,

(b)  make any loans or advances to the Company or any other Restricted Subsidiary or

(c)  transfer any of its Property to the Company or any other Restricted Subsidiary.

The foregoing limitations will not apply:

(1)  with respect to clauses (a), (b) and (c), to restrictions:

(A)  in effect on the Issue Date,

(B)  with respect to a Restricted Subsidiary pursuant to an agreement relating to any Debt Incurred by such Restricted Subsidiary on or prior to the date on which such Restricted Subsidiary was acquired by the Company (other than Debt Incurred as consideration in, or to provide all or any portion of the funds or credit support utilized to consummate, the transaction or series of related transactions pursuant to which such Restricted Subsidiary became a Restricted Subsidiary or was acquired by the Company) and outstanding on such date,

(C)  that result from the Refinancing of Debt Incurred pursuant to an agreement referred to in clause (1)(A) or (B) above or in clause (2)(A) below or any amendment or supplement to any such agreement; provided, however, that such restriction is no more restrictive than those contained in the agreement evidencing

54

the Debt so Refinanced or the agreement being amended or supplemented, as determined in good faith by the Board of Directors, whose determination shall be conclusive,

(D)  imposed with respect to a Restricted Subsidiary pursuant to an agreement entered into for the sale or disposition of all or substantially all the Capital Stock or assets of such Restricted Subsidiary pending the closing of such sale or disposition,

(E)  on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business,

(F)  customary supermajority voting provisions and provisions with respect to the disposition of assets or property, in each case, contained in agreements relating to Permitted Joint Ventures that are Subsidiary Guarantors,

(G)  arising under applicable law,

(H)  contained in the terms of any Debt of the Company or any Restricted Subsidiary not Incurred in violation of this Indenture; provided, however, that such restrictions, taken as a whole, are no more restrictive in the aggregate than those contained in this Indenture, as determined in good faith by the Board of Directors whose determination shall be conclusive, or

(I)  contained in any agreement or instrument governing Senior Debt (including the Credit Facilities) not Incurred in violation of this Indenture; provided, however, that such restrictions, taken as a whole, are no more restrictive in the aggregate than those contained in the Credit Facilities on the Issue Date, as determined in good faith by the Board of Directors, whose determination shall be conclusive, and

(2)  with respect to clause (c) only, to restrictions:

(A)  encumbering Property at the time such Property was acquired by the Company or any Restricted Subsidiary, so long as such restriction relates solely to the Property so acquired and was not created in connection with or in anticipation of such acquisition,

(B)  resulting from customary provisions restricting subletting or assignment of leases or customary provisions in other agreements that restrict assignment of such agreements or rights thereunder,

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(C)  customary restrictions contained in asset sale agreements limiting the transfer of such Property pending the closing of such sale, or

(D)  on the transfer of assets subject to any Lien imposed by the holder of such Lien.

SECTION 4.08.  Limitation on Transactions with Affiliates.  The Company shall not, and shall not permit any Restricted Subsidiary to, directly or indirectly, enter into or suffer to exist any transaction or series of transactions (including the purchase, sale, transfer, assignment, lease, conveyance or exchange of any Property or the rendering of any service) with, or for the benefit of, any Affiliate of the Company (an “Affiliate Transaction”), unless:

(a)  the terms of such Affiliate Transaction are no less favorable to the Company or such Restricted Subsidiary, as the case may be, than those that could be obtained in a comparable arm’s-length transaction with a Person that is not an Affiliate of the Company;

(b)  if such Affiliate Transaction involves aggregate payments or value in excess of $10,000,000, the Board of Directors (including a majority of the disinterested members of the Board of Directors) approves such Affiliate Transaction and, in its good faith judgment, believes that such Affiliate Transaction complies with clause (a) of this paragraph as evidenced by a Board Resolution promptly delivered to the Trustee; and

(c)  if such Affiliate Transaction involves aggregate payments or value in excess of $25,000,000, the Company obtains a written opinion from an Independent Financial Advisor to the effect that the consideration to be paid or received in connection with such Affiliate Transaction is fair, from a financial point of view, to the Company and the Restricted Subsidiaries, taken as a whole or is not less favorable to the Company and its Restricted Subsidiaries than could reasonably be expected to be obtained at the time in an arm’s length transaction with a Person who was not an Affiliate.  For purposes of this clause (c) only, any contract or series of related contracts for the rendering of services entered into in the ordinary course of business by the Company or any Restricted Subsidiary with any other Person will not be deemed to be in excess of $25,000,000 if, when entered into, (x) the payments made by the Company and the Restricted Subsidiaries and (y) the value of services performed by the Company and the Restricted Subsidiaries in connection with such contract or series of related contracts do not exceed, and are not then reasonably expected by the Board of Directors in its good faith determination to exceed, $10,000,000 in any year.

Notwithstanding the foregoing limitation, the Company or any Restricted Subsidiary may enter into or suffer to exist the following:

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(a)  any transaction or series of transactions between the Company and one or more Restricted Subsidiaries or between two or more Restricted Subsidiaries in the ordinary course of business; provided, however, that no more than 10% of the total voting power of the Voting Stock (on a fully diluted basis) of any such Restricted Subsidiary is owned by an Affiliate of the Company (other than a Restricted Subsidiary);

(b)  any Restricted Payment permitted to be made pursuant to Section 4.04 other than any Permitted Investment;

(c)  the payment of reasonable fees to directors of the Company and its Restricted Subsidiaries who are not employees of the Company or its Restricted Subsidiaries, and compensation (including amounts paid pursuant to employee benefit plans or arrangements) paid to, and indemnity provided for the benefit of, officers, directors and employees of the Company or any of the Restricted Subsidiaries, so long as the Board of Directors in good faith shall have approved the terms thereof;

(d)  (i) loans and advances to employees made in the ordinary course of business of the Company or such Restricted Subsidiary, as the case may be; provided, however, that such loans and advances do not exceed $3,000,000 in the aggregate at any one time outstanding; and (ii) loans to affiliated physician groups made pursuant to clause (o) of the definition of “Permitted Investments”;

(e)  any transaction with a Restricted Subsidiary or joint venture or similar entity which would constitute an Affiliate Transaction solely because the Company or a Restricted Subsidiary owns an equity interest in or otherwise controls such Restricted Subsidiary, joint venture or similar entity;

(f)  any Affiliate Transaction made on the Issue Date in connection with the Transactions and described in the Offering Memorandum;

(g)  the issuance or sale of any Capital Stock (other than Disqualified Stock) of the Company;

(h)  any agreement approved by the Board of Directors (including a majority of the disinterested members of the Board of Directors) among Welsh, Carson, Anderson & Stowe IX, L.P., its Affiliates and the Company or any Restricted Subsidiary relating to (1) the payment of reasonable and customary fees by the Company or any Restricted Subsidiary for any financial advisory, financing, underwriting or placement services or in respect of other investment banking activities rendered to the Company or any Restricted Subsidiary, and in any event such fees shall not exceed 2.0% of the aggregate transaction value in respect of which such services are rendered, or (2) the provision of customary management services to the Company or any Restricted Subsidiary from time to time;

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(i)  any transaction or agreement between the Company or one or more Restricted Subsidiaries, on the one hand, and any affiliated physician or affiliated physician group, on the other hand; provided, however, that any such transactions or agreements are no less favorable in the aggregate to the Company and its Subsidiaries than transactions or agreements in effect on the Issue Date;

(j)  any transaction between the Company and an Unrestricted Subsidiary relating to self insurance arrangements, in each case, on terms that are no less favorable to the Company than those that would have been obtained in a comparable arm’s length transaction by the Company with a Person that is not an Affiliate of the Company; and

(k)  any agreement as in effect on the Issue Date and described in the Offering Memorandum under “Certain Relationships and Related Transactions” or any amendments, renewals or extensions of any such agreement (so long as such amendments, renewals or extensions are not less favorable to the Company or the Restricted Subsidiaries) and the transactions evidenced thereby.

SECTION 4.09.  Limitation on Liens.  (a)    The Company shall not, and shall not permit any Restricted Subsidiary to, directly or indirectly, Incur or suffer to exist, any Lien (the “Initial Lien”), other than Permitted Liens, upon any of its Property (including Capital Stock of a Restricted Subsidiary), whether owned at the Issue Date or thereafter acquired, or any interest therein or any income or profits therefrom, securing any Debt, unless it has made or will make effective provision whereby the Securities or, in the case of a Restricted Subsidiary that is a Subsidiary Guarantor, the applicable Subsidiary Guarantee will be secured by such Lien equally and ratably with (or prior to) all other Debt of the Company or any Restricted Subsidiary secured by such Lien.

(b)  Any Lien created for the benefit of the holders of the Securities pursuant to the preceding paragraph shall provide by its terms that such Lien will be automatically and unconditionally released and discharged upon release and discharge of the Initial Lien.

SECTION 4.10.  Limitation on Sale and Leaseback Transactions.  The Company shall not, and shall not permit any Restricted Subsidiary to, enter into any Sale and Leaseback Transaction with respect to any Property unless:

(a)  the Company or such Restricted Subsidiary would be entitled to:

(1)  Incur Debt in an amount equal to the Attributable Debt with respect to such Sale and Leaseback Transaction pursuant to Section 4.03, and

(2)  create a Lien on such Property securing such Attributable Debt without also securing the Securities or the applicable Subsidiary Guarantee pursuant to Section 4.09,

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(b)  the net proceeds received by the Company or any Restricted Subsidiary in connection with such Sale and Leaseback Transaction are at least equal to the Fair Market Value of such Property, and

(c)  such Sale and Leaseback Transaction is effected in compliance with Section 4.06.

SECTION 4.11.  Designation of Restricted and Unrestricted Subsidiaries.  The Board of Directors may designate any Subsidiary of the Company to be an Unrestricted Subsidiary if:

(a)  the Subsidiary to be so designated does not own any Capital Stock or Debt of, or own or hold any Lien on any Property of, the Company or any other Restricted Subsidiary, and

(b)  one of the following:

(1)  the Subsidiary to be so designated has total assets of $1,000 or less,

(2)  if such Subsidiary has total assets greater than $1,000, the Company would be permitted under Section 4.04 to make a Restricted Payment or a Permitted Investment in the amount equal to the Fair Market Value of the Investment in such Subsidiary, or

(3)  such designation is effective immediately upon such entity becoming a Subsidiary of the Company.

Unless so designated as an Unrestricted Subsidiary, any Person that becomes a Subsidiary of the Company will be classified as a Restricted Subsidiary; provided, however, that such Subsidiary shall not be designated a Restricted Subsidiary and shall be automatically classified as an Unrestricted Subsidiary if either of the requirements set forth in clauses (x) and (y) of the second immediately following paragraph will not be satisfied after giving pro forma effect to such classification or if such Person is a Subsidiary of an Unrestricted Subsidiary.

Except as provided in the first sentence of the preceding paragraph (including clauses (a) and (b) thereof), no Restricted Subsidiary may be redesignated as an Unrestricted Subsidiary.  In addition, neither the Company nor any Restricted Subsidiary shall at any time be directly or indirectly liable for any Debt that provides that the holder thereof may (with the passage of time or notice or both) declare a default thereon or cause the payment thereof to be accelerated or payable prior to its Stated Maturity upon the occurrence of a default with respect to any Debt, Lien or other obligation of any Unrestricted Subsidiary (including any right to take enforcement action against such Unrestricted Subsidiary).  Upon designation of a Restricted Subsidiary as an Unrestricted Subsidiary in compliance with this covenant, such Restricted Subsidiary shall, by execution and delivery of a supplemental indenture in form satisfactory to the Trustee, be released from any Subsidiary Guarantee previously made by such Restricted Subsidiary.

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The Board of Directors may designate any Unrestricted Subsidiary to be a Restricted Subsidiary if, immediately after giving pro forma effect to such designation,

(x) the Company could Incur at least $1.00 of additional Debt pursuant to paragraph (a) of Section 4.03, and

(y) no Default or Event of Default shall have occurred and be continuing or would result therefrom.

Any such designation or redesignation by the Board of Directors will be evidenced to the Trustee by filing with the Trustee a Board Resolution giving effect to such designation or redesignation and an Officers’ Certificate that:

(a) certifies that such designation or redesignation complies with the foregoing provisions, and

(b) gives the effective date of such designation or redesignation,

such filing with the Trustee to occur within 45 days after the end of the fiscal quarter of the Company in which such designation or redesignation is made (or, in the case of a designation or redesignation made during the last fiscal quarter of the Company’s fiscal year, within 90 days after the end of such fiscal year).

SECTION 4.12.  Limitation on Company’s Business.  The Company shall not, and shall not permit any Restricted Subsidiary, to, directly or indirectly, engage in any business other than a Related Business.

SECTION 4.13.  Change of Control.  (a)    Upon the occurrence of a Change of Control (unless the Company gives notice of redemption pursuant to Section 3.01), each Holder of Securities shall have the right to require the Company to repurchase all or any part of such Holder’s Securities pursuant to the offer described below (the “Change of Control Offer”) at a purchase price (the “Change of Control Purchase Price”) equal to 101% of the principal amount thereof plus accrued and unpaid interest, if any, to the purchase date (subject to the right of Holders of record on the relevant record date to receive interest due on the relevant interest payment date).

(b)  Within 30 days following any Change of Control, the Company shall (i) cause a notice of the Change of Control Offer to be sent at least once to the Dow Jones News Service or similar business news service in the United States and (ii) send, by first-class mail, with a copy to the Trustee, to each Holder of Securities, at such Holder’s address appearing in the Security Register, a notice stating:  (A) that a Change of Control Offer is being made pursuant to this Section 4.13 and that all Securities timely tendered will be accepted for payment; (B) the Change of Control Purchase Price and the purchase date, which shall be, subject to any contrary requirements of applicable law, a Business Day no earlier than 30 days nor later than 60 days from the date such notice is mailed (the “Change of Control Payment Date”); (C) the circumstances and relevant facts regarding the Change of Control (including information with respect to pro forma historical income, cash flow and capitalization after giving effect to the Change of Control); and

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(D) the procedures that Holders of Securities must follow in order to tender their Securities (or portions thereof) for payment, and the procedures that Holders of Securities must follow in order to withdraw an election to tender Securities (or portions thereof) for payment.

(c)  Holders electing to have a Security purchased shall be required to surrender the Security, with an appropriate form duly completed, to the Company or its agent at the address specified in the notice at least three Business Days prior to the Change of Control Payment Date.  Holders shall be entitled to withdraw their election if the Trustee or the Company receives not later than one Business Day prior to the Change of Control Payment Date, a telegram, telex, facsimile transmission or letter setting forth the name of the Holder, the principal amount of the Security that was delivered for purchase by the Holder and a statement that such Holder is withdrawing its election to have such Security purchased.

(d)  On or prior to the Change of Control Payment Date, the Company shall irrevocably deposit with the Trustee or with the Paying Agent (or, if the Company or any of its Wholly Owned Subsidiaries is acting as the Paying Agent, segregate and hold in trust) in cash an amount equal to the Change of Control Purchase Price payable to the Holders entitled thereto, to be held for payment in accordance with the provisions of this Section.  On the Change of Control Payment Date, the Company shall deliver to the Trustee the Securities or portions thereof that have been properly tendered to and are to be accepted by the Company for payment.  The Trustee or the Paying Agent shall, on the Change of Control Payment Date, mail or deliver payment to each tendering Holder of the Change of Control Purchase Price.  In the event that the aggregate Change of Control Purchase Price is less than the amount delivered by the Company to the Trustee or the Paying Agent, the Trustee or the Paying Agent, as the case may be, shall deliver the excess to the Company immediately after the Change of Control Payment Date.

(e)  The Company shall not be required to make a Change of Control Offer following a Change of Control if a third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth in this Section 4.13 applicable to a Change of Control Offer made by the Company and purchases all Securities validly tendered and not withdrawn under such Change of Control Offer.

(f)  The Company will comply, to the extent applicable, with the requirements of Section 14(e) of the Exchange Act and any other securities laws or regulations in connection with the purchase of Securities pursuant to this Section 4.13.  To the extent that the provisions of any securities laws or regulations conflict with the provisions of this Section 4.13, the Company will comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations under this Section 4.13 by virtue thereof.

SECTION 4.14.  Future Subsidiary Guarantors.  The Company shall cause each future Foreign Restricted Subsidiary that Guarantees any other Debt of the

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Company and each future Domestic Restricted Subsidiary that Incurs any Debt to, at the same time, execute and deliver to the Trustee a Subsidiary Guarantee.

SECTION 4.15.  Further Instruments and Acts.  Upon request of the Trustee, the Company shall execute and deliver such further instruments and do such further acts as may be reasonably necessary or proper to carry out more effectively the purpose of this Indenture.

ARTICLE V

Successor Company

SECTION 5.01.  When Company May Merge or Transfer Assets.

The Company shall not merge, consolidate or amalgamate with or into any other Person or sell, transfer, assign, lease, convey or otherwise dispose of all or substantially all its Property in any one transaction or series of transactions unless:

(a)  the Company shall be the surviving Person (the “Surviving Person”) or the Surviving Person (if other than the Company) formed by such merger, consolidation or amalgamation or to which such sale, transfer, assignment, lease, conveyance or disposition is made shall be a corporation organized and existing under the laws of the United States of America, any State thereof or the District of Columbia;

(b)  the Surviving Person (if other than the Company) expressly assumes, by supplemental indenture in form satisfactory to the Trustee, executed and delivered to the Trustee by such Surviving Person, the due and punctual payment of the principal of, and premium, if any, and interest on, all the Securities, according to their tenor, and the due and punctual performance and observance of all the covenants and conditions of this Indenture to be performed by the Company;

(c)  immediately before and after giving effect to such transaction or series of transactions on a pro forma basis (and treating, for purposes of this clause (c) and clause (d) below, any Debt that becomes, or is anticipated to become, an obligation of the Surviving Person or any Restricted Subsidiary as a result of such transaction or series of transactions as having been Incurred by the Surviving Person or such Restricted Subsidiary at the time of such transaction or series of transactions), no Default or Event of Default shall have occurred and be continuing;

(d)  immediately after giving pro forma effect to such transaction or series of transactions, the Company or the Surviving Person, as the case may be, would be able to Incur at least $1.00 of additional Debt under paragraph (a) of Section 4.03; provided, however, that this clause (d) will not be applicable to (A) the Company or a Restricted Subsidiary consolidating with, merging into, conveying, transferring or leasing all or substantially all its

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Property to the Company or a Subsidiary Guarantor or (B) the Company or a Restricted Subsidiary merging with an Affiliate of the Company solely for the purpose and with the sole effect of reincorporating the Company or a Restricted Subsidiary in another jurisdiction; and

(e)  the Company shall deliver, or cause to be delivered, to the Trustee, in form and substance reasonably satisfactory to the Trustee, an Officers’ Certificate and an Opinion of Counsel, each stating that such transaction and the supplemental indenture, if any, in respect thereto comply with this Section 5.01 and that all conditions precedent herein provided for relating to such transaction have been satisfied.

For the purposes of this Section 5.01, the sale, transfer, assignment, lease, conveyance or other disposition of all the Property of one or more Subsidiaries of the Company, which Property, if held by the Company instead of such Subsidiaries, would constitute all or substantially all the Property of the Company on a consolidated basis, shall be deemed to be the transfer of all or substantially all the Property of the Company.

Upon consummation of the Merger, US Oncology, Inc. shall execute and deliver to the Trustee a supplemental indenture in the form of Exhibit B hereto whereupon US Oncology, Inc. shall be the successor Company and shall succeed to, and be substituted for, and may exercise every right and power of, the predecessor Company under this Indenture, and thereafter the predecessor Company shall be discharged from all obligations and covenants under this Indenture and the Securities.  Notwithstanding anything in this section to the contrary, the merger of Oiler Acquisition Corp. with and into US Oncology, Inc. on the Issue Date shall be permitted under this Indenture.

SECTION 5.02.  When a Subsidiary Guarantor May Merge or Transfer Assets.  The Company shall not permit any Subsidiary Guarantor to merge, consolidate or amalgamate with or into any other Person or sell, transfer, assign, lease, convey or otherwise dispose of all or substantially all its Property in any one transaction or series of transactions unless:

(a)  the Surviving Person (if not such Subsidiary Guarantor) formed by such merger, consolidation or amalgamation or to which such sale, transfer, assignment, lease, conveyance or disposition is made shall be a corporation organized and existing under the laws of the United States of America, any State thereof or the District of Columbia;

(b)  the Surviving Person (if other than such Subsidiary Guarantor) expressly assumes, by Subsidiary Guarantee in form satisfactory to the Trustee, executed and delivered to the Trustee by such Surviving Person, the due and punctual performance and observance of all the obligations of such Subsidiary Guarantor under its Subsidiary Guarantee; and

(c)  immediately before and after giving effect to such transaction or series of transactions on a pro forma basis (and treating, for purposes of this

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clause (c), any Debt that becomes, or is anticipated to become, an obligation of the Surviving Person, the Company or any Restricted Subsidiary as a result of such transaction or series of transactions as having been Incurred by the Surviving Person, the Company or such Restricted Subsidiary at the time of such transaction or series of transactions), no Default or Event of Default shall have occurred and be continuing; provided, however, that this paragraph (c) will not be applicable to any Subsidiary Guarantor that consolidates with, merges with or into or conveys, transfers or leases all or substantially all of its Property to the Company or another Subsidiary Guarantor.

The Company also shall deliver, or cause to be delivered, to the Trustee, in form and substance reasonably satisfactory to the Trustee, an Officers’ Certificate and an Opinion of Counsel, each stating that such transaction or series of transactions and such Subsidiary Guarantee, if any, in respect thereto comply with this Section 5.02 and that all conditions precedent herein provided for relating to such transaction or series of transactions have been satisfied.

The foregoing provisions with respect to Subsidiary Guarantors (other than clause (c)) shall not apply to any transactions which constitute an Asset Sale if the Company has complied with Section 4.06.

SECTION 5.03.  Surviving Person.  The Surviving Person shall succeed to, and be substituted for, and may exercise every right and power of the Company under this Indenture (or of the Subsidiary Guarantor under the Subsidiary Guarantee, as the case may be), and the predecessor Company, except in the case of a lease, shall be released from any obligation to pay the principal of, premium, if any, and interest on, the Securities.

ARTICLE VI

Defaults and Remedies

SECTION 6.01.  Events of Default.  The following events shall be “Events of Default”:

(1)  the Company defaults in any payment of interest on any Security when the same becomes due and payable, and such default continues for a period of 30 days;

(2)  the Company defaults in the payment of the principal of or premium, if any, on, any Security when the same becomes due and payable at its Stated Maturity, upon acceleration, redemption, optional redemption, required repurchase or otherwise;

(3)  the Company or any Subsidiary Guarantor fails to comply with Article V;

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(4)  the Company fails to comply with any covenant or agreement in the Securities or in this Indenture (other than a failure that is the subject of the foregoing clause (1), (2) or (3)) and such failure continues for 30 days after written notice is given to the Company as specified below;

(5)  a default by the Company or any Restricted Subsidiary under any Debt of the Company or any Restricted Subsidiary which results in acceleration of the maturity of such Debt, or the failure to pay any such Debt at maturity, in an aggregate amount in excess of $20,000,000 or its foreign currency equivalent at the time;

(6)  the Company or any Significant Subsidiary pursuant to or within the meaning of any Bankruptcy Law:

(A)  commences a voluntary case;

(B)  consents to the entry of an order for relief against it in an involuntary case;

(C)  consents to the appointment of a Custodian of it or for any substantial part of its property; or

(D)  makes a general assignment for the benefit of its creditors;

or takes any comparable action under any foreign laws relating to insolvency;

(7)  a court of competent jurisdiction enters an order or decree under any Bankruptcy Law that:

(A)  is for relief against the Company or any Significant Subsidiary in an involuntary case;

(B)  appoints a Custodian of the Company or any Significant Subsidiary or for any substantial part of its property; or

(C)  orders the winding up or liquidation of the Company or any Significant Subsidiary; or

(D)  grants any similar relief under any foreign laws;

and in each such case the order or decree remains unstayed and in effect for 30 days;

(8)  any judgment or judgments for the payment of money in an aggregate amount in excess of $20,000,000 (or its foreign currency equivalent at the time) net of any amount covered by insurance issued by a reputable and creditworthy

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insurer that has not contested coverage or reserved rights with respect to the underlying claim, that shall be rendered against the Company or any Restricted Subsidiary and that shall not be waived, satisfied or discharged for any period of 60 consecutive days during which a stay of enforcement shall not be in effect.; or

(9)  any Subsidiary Guaranty ceases to be in full force and effect (other than in accordance with the terms of this Indenture and such Subsidiary Guaranty) or any Subsidiary Guarantor denies or disaffirms its obligations under its Subsidiary Guaranty.

The foregoing will constitute Events of Default whatever the reason for any such Event of Default and whether it is voluntary or involuntary or is effected by operation of law or pursuant to any judgment, decree or order of any court or any order, rule or regulation of any administrative or governmental body.

The term “Bankruptcy Law” means Title 11, United States Code, or any similar Federal or state law for the relief of debtors.  The term “Custodian” means any receiver, trustee, assignee, liquidator, custodian or similar official under any Bankruptcy Law.

A Default under clause (4) is not an Event of Default until the Trustee or the Holders of at least 25% in aggregate principal amount of the Securities then outstanding notify the Company (and in the case of such notice by Holders, the Trustee) of the Default and the Company does not cure such Default within the time specified after receipt of such notice.  Such notice must specify the Default, demand that it be remedied and state that such notice is a “Notice of Default”.

The Company shall deliver to the Trustee, within 30 days after the occurrence thereof, written notice in the form of an Officers’ Certificate of any Event of Default and any event that with the giving of notice or the lapse of time would become an Event of Default, its status and what action the Company is taking or proposes to take with respect thereto.

SECTION 6.02.  Acceleration.  If an Event of Default (other than an Event of Default specified in Section 6.01(6) or (7) with respect to the Company) occurs and is continuing, the Trustee by notice to the Company, or the Holders of at least 25% in aggregate principal amount of the Securities then outstanding by notice to the Company and the Trustee, may declare the principal of and accrued and unpaid interest on all the Securities to be due and payable.  Upon such a declaration, such principal and interest shall be due and payable immediately.  If an Event of Default specified in Section 6.01(6) or (7) with respect to the Company occurs, the principal of and accrued and unpaid interest on all the Securities shall, automatically and without any action by the Trustee or any Holder, become and be immediately due and payable.  The Holders of a majority in aggregate principal amount of the outstanding Securities by notice to the Trustee and the Company may rescind any declaration of acceleration if the rescission would not conflict with any judgment or decree and if all existing Events of Default have been cured or waived except nonpayment of principal or interest that has become due solely because of

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the acceleration.  No such rescission shall affect any subsequent Default or impair any right consequent thereto.

SECTION 6.03.  Other Remedies.  If an Event of Default occurs and is continuing, the Trustee may pursue any available remedy to collect the payment of principal of or interest on the Securities or to enforce the performance of any provision of the Securities or this Indenture.

The Trustee may maintain a proceeding even if it does not possess any of the Securities or does not produce any of them in the proceeding.  A delay or omission by the Trustee or any Securityholder in exercising any right or remedy accruing upon an Event of Default shall not impair the right or remedy or constitute a waiver of or acquiescence in the Event of Default.  No remedy is exclusive of any other remedy.  All available remedies are cumulative.

SECTION 6.04.  Waiver of Past Defaults.  The Holders of a majority in aggregate principal amount of the Securities then outstanding by notice to the Trustee may waive an existing Default and its consequences except (i) a Default in the payment of the principal of or interest on a Security or (ii) a Default in respect of a provision that under Section 9.02 cannot be amended without the consent of each Securityholder affected.  When a Default is waived, it is deemed cured, but no such waiver shall extend to any subsequent or other Default or impair any consequent right.

SECTION 6.05.  Control by Majority.  The Holders of a majority in aggregate principal amount of the Securities then outstanding may direct the time, method and place of conducting any proceeding for any remedy available to the Trustee or of exercising any trust or power conferred on the Trustee with respect to the Securities.  However, the Trustee may refuse to follow any direction that conflicts with law or this Indenture or, subject to Section 7.01, that the Trustee determines is unduly prejudicial to the rights of other Securityholders or would involve the Trustee in personal liability; provided, however, that the Trustee may take any other action deemed proper by the Trustee that is not inconsistent with such direction.  Prior to taking any action hereunder, the Trustee shall be entitled to reasonable indemnification against all losses and expenses caused by taking or not taking such action.

SECTION 6.06.  Limitation on Suits.  A Securityholder may not pursue any remedy with respect to this Indenture or the Securities unless:

(1)  such Holder shall have previously given to the Trustee written notice of a continuing Event of Default;

(2)  the Holders of at least 25% in aggregate principal amount of the Securities then outstanding shall have made a written request, and such Holder of or Holders shall have offered reasonable indemnity, to the Trustee to pursue such proceeding as trustee; and

(3)  the Trustee has not received from the Holders of at least a majority in aggregate principal amount of the Securities outstanding a direction inconsistent

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with such request and has failed to institute such proceeding within 60 days after such notice, request and offer.

The foregoing limitations on the pursuit of remedies by a Securityholder shall not apply to a suit instituted by a Holder for the enforcement of payment of the principal of, and premium, if any, or interest on, such Security on or after the applicable due date specified in such Security. A Securityholder may not use this Indenture to prejudice the rights of another Securityholder or to obtain a preference or priority over another Securityholder.

SECTION 6.07.  Rights of Holders to Receive Payment.  Notwithstanding any other provision of this Indenture, the right of any Holder to receive payment of principal of and interest on the Securities held by such Holder, on or after the respective due dates expressed in the Securities, or to bring suit for the enforcement of any such payment on or after such respective dates, shall not be impaired or affected without the consent of such Holder.

SECTION 6.08.  Collection Suit by Trustee.  If an Event of Default specified in Section 6.01(1) or (2) occurs and is continuing, the Trustee may recover judgment in its own name and as trustee of an express trust against the Company for the whole amount then due and owing (together with interest on any unpaid interest to the extent lawful) and the amounts provided for in Section 7.07.

SECTION 6.09.  Trustee May File Proofs of Claim.  The Trustee may file such proofs of claim and other papers or documents as may be necessary or advisable in order to have the claims of the Trustee and the Securityholders allowed in any judicial proceedings relative to the Company, its creditors or its property and, unless prohibited by law or applicable regulations, may vote on behalf of the Holders in any election of a trustee in bankruptcy or other Person performing similar functions, and any Custodian in any such judicial proceeding is hereby authorized by each Holder to make payments to the Trustee and, in the event that the Trustee shall consent to the making of such payments directly to the Holders, to pay to the Trustee any amount due it for the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and its counsel, and any other amounts due the Trustee under Section 7.07.

SECTION 6.10.  Priorities.  If the Trustee collects any money or property pursuant to this Article VI, it shall pay out the money or property in the following order:

FIRST:  to the Trustee for amounts due under Section 7.07;

SECOND:  to Securityholders for amounts due and unpaid on the Securities for principal and interest, ratably, without preference or priority of any kind, according to the amounts due and payable on the Securities for principal and interest, respectively; and

THIRD:  to the Company.

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The Trustee may fix a record date and payment date for any payment to Securityholders pursuant to this Section.  At least 15 days before such record date, the Company shall mail to each Securityholder and the Trustee a notice that states the record date, the payment date and amount to be paid.

SECTION 6.11.  Undertaking for Costs.  In any suit for the enforcement of any right or remedy under this Indenture or in any suit against the Trustee for any action taken or omitted by it as Trustee, a court in its discretion may require the filing by any party litigant in the suit of an undertaking to pay the costs of the suit, and the court in its discretion may assess reasonable costs, including reasonable attorneys’ fees, against any party litigant in the suit, having due regard to the merits and good faith of the claims or defenses made by the party litigant.  This Section does not apply to a suit by the Trustee, a suit by a Holder pursuant to Section 6.07 or a suit by Holders of more than 10% in aggregate principal amount of the Securities.

SECTION 6.12.  Waiver of Stay or Extension Laws.  The Company (to the extent it may lawfully do so) shall not at any time insist upon, or plead, or in any manner whatsoever claim or take the benefit or advantage of, any stay or extension law wherever enacted, now or at any time hereafter in force, that may affect the covenants or the performance of this Indenture; and the Company (to the extent that it may lawfully do so) hereby expressly waives all benefit or advantage of any such law, and shall not hinder, delay or impede the execution of any power herein granted to the Trustee, but shall suffer and permit the execution of every such power as though no such law had been enacted.

ARTICLE VII

Trustee

SECTION 7.01.  Duties of Trustee.  (a)    If an Event of Default has occurred and is continuing, the Trustee shall exercise the rights and powers vested in it by this Indenture and use the same degree of care and skill in their exercise as a prudent Person would exercise or use under the circumstances in the conduct of such Person’s own affairs.

(b)  Except during the continuance of an Event of Default:

(1)  the Trustee undertakes to perform such duties and only such duties as are specifically set forth in this Indenture and no implied covenants or obligations shall be read into this Indenture against the Trustee; and

(2)  in the absence of bad faith on its part, the Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon certificates or opinions furnished to the Trustee and conforming to the requirements of this Indenture.  However, the Trustee shall examine the certificates and opinions to determine whether or not they conform to the requirements of this Indenture.

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(c)  The Trustee may not be relieved from liability for its own negligent action, its own negligent failure to act or its own wilful misconduct, except that:

(1)  this paragraph does not limit the effect of paragraph (b) of this Section;

(2)  the Trustee shall not be liable for any error of judgment made in good faith by a Trust Officer unless it is proved that the Trustee was negligent in ascertaining the pertinent facts; and

(3)  the Trustee shall not be liable with respect to any action it takes or omits to take in good faith in accordance with a direction received by it pursuant to Section 6.05.

(d)  Every provision of this Indenture that in any way relates to the Trustee is subject to paragraphs (a), (b) and (c) of this Section.

(e)  The Trustee shall not be liable for interest on any money received by it except as the Trustee may agree in writing with the Company.

(f)  Money held in trust by the Trustee need not be segregated from other funds except to the extent required by law.

(g)  No provision of this Indenture shall require the Trustee to expend or risk its own funds or otherwise incur financial liability in the performance of any of its duties hereunder or in the exercise of any of its rights or powers if it shall have reasonable grounds to believe that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it.

(h)  Every provision of this Indenture relating to the conduct or affecting the liability of or affording protection to the Trustee shall be subject to the provisions of this Section and to the provisions of the TIA and the provisions of this Article VII shall apply to the Trustee in its role as Registrar, Paying Agent and Security Custodian.

(i)  The Trustee shall not be deemed to have notice of a Default or an Event of Default unless (a) the Trustee has received written notice thereof from the Company or any Holder or (b) a Trust Officer shall have actual knowledge thereof.

SECTION 7.02.  Rights of Trustee.  (a)    The Trustee may rely on any document believed by it to be genuine and to have been signed or presented by the proper person.  The Trustee need not investigate any fact or matter stated in the document.

(b)  Before the Trustee acts or refrains from acting, it may require an Officers’ Certificate or an Opinion of Counsel.  The Trustee shall not be liable for any action it takes or omits to take in good faith in reliance on the Officers’ Certificate or Opinion of Counsel.

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(c)  The Trustee may act through agents and shall not be responsible for the misconduct or negligence of any agent appointed with due care.

(d)  The Trustee shall not be liable for any action it takes or omits to take in good faith that it believes to be authorized or within its rights or powers; provided, however, that the Trustee’s conduct does not constitute wilful misconduct or negligence.

(e)  The Trustee may consult with counsel, and the advice or opinion of counsel with respect to legal matters relating to this Indenture and the Securities shall be full and complete authorization and protection from liability in respect to any action taken, omitted or suffered by it hereunder in good faith and in accordance with the advice or opinion of such counsel.

(f)  The permissive rights of the Trustee to do things enumerated in this Indenture shall not be construed as a duty unless so specified herein.

(g)  Delivery of reports, information and documents to the Trustee under Section 4.02 is for informational purposes only and the Trustee’s receipt of the foregoing shall not constitute constructive notice of any information contained therein or determinable from information contained therein, including the Company’s compliance with any of their covenants hereunder (as to which the Trustee is entitled to rely exclusively on Officers’ Certificates).

SECTION 7.03.  Individual Rights of Trustee.  The Trustee in its individual or any other capacity may become the owner or pledgee of Securities and may otherwise deal with the Company or its Affiliates with the same rights it would have if it were not Trustee.  Any Paying Agent or Registrar may do the same with like rights.  However, the Trustee must comply with Sections 7.10 and 7.11.

SECTION 7.04.  Trustee’s Disclaimer.  The Trustee shall not be responsible for and makes no representation as to the validity, priority or adequacy of this Indenture or the Securities, except as contained in the Trustee’s certificate of authentication. The Trustee shall not be accountable for the Company’s use of the proceeds from the issuance and sale of the Securities, and it shall not be responsible for any statement of the Company, any initial purchaser or placement agent, any Subsidiary Guarantor or any other Person in this Indenture or in any document issued in connection with the issuance and sale of the Securities or in the Securities whether oral or written.

SECTION 7.05.  Notice of Defaults.  If a Default or Event of Default occurs and is continuing and if it is known to the Trustee, the Trustee shall mail to each Securityholder notice of the Default or Event of Default within 90 days after it is known to a Trust Officer or written notice of it is received by the Trustee.  Except in the case of a Default or Event of Default in payment of principal of or interest on any Security, the Trustee may withhold the notice if and so long as a committee of its Trust Officers in good faith determines that withholding the notice is in the interests of Securityholders.

SECTION 7.06.  Reports by Trustee to Holders.  As promptly as practicable after each February 15 beginning with February 15, 2005, and in any event

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prior to March 31 in each year, the Trustee shall mail to each Securityholder a brief report dated as of February 15, 2005 each year that complies with TIA § 313(a), if and to the extent required by such subsection.  The Trustee shall also comply with TIA § 313(b). The Trustee will comply with TIA § 313(c).

A copy of each report at the time of its mailing to Securityholders shall be filed with the SEC and each stock exchange (if any) on which the Securities are listed.  The Company agrees to notify promptly the Trustee whenever the Securities become listed on any stock exchange and of any delisting thereof.

SECTION 7.07.  Compensation and Indemnity.  The Company shall pay to the Trustee from time to time reasonable compensation as agreed to between the Company and the Trustee for its services.  The Trustee’s compensation shall not be limited by any law on compensation of a trustee of an express trust.  The Company shall reimburse the Trustee upon request for all reasonable out-of-pocket expenses incurred or made by it, including costs of collection, in addition to the compensation for its services.  Such expenses shall include the reasonable compensation and expenses, disbursements and advances of the Trustee’s agents, counsel, accountants and experts.  The Company and each Subsidiary Guarantor, jointly and severally, shall indemnify the Trustee against any and all loss, liability or expense (including reasonable attorneys’ fees) incurred by it in connection with the acceptance and administration of this trust and the performance of its duties hereunder.  The Trustee shall notify the Company promptly of any claim for which it may seek indemnity. Failure by the Trustee to so notify the Company shall not relieve the Company or any Subsidiary Guarantor of its obligations hereunder.  The Company shall defend the claim and the Trustee may have separate counsel and the Company and the Subsidiary Guarantors, as applicable, shall pay the reasonable fees and expenses of such counsel, provided, however, that the Company shall not be required to pay such fees and expenses if it assumes the Trustee’s defense, and, in the Trustee’s reasonable judgment, there is no conflict of interest between the Company and the Trustee in connection with such defense.  The Company need not reimburse any expense or indemnify against any loss, liability or expense incurred by the Trustee through the Trustee’s own wilful misconduct, negligence or bad faith.  The Company need not pay for any settlement made by the Trustee without the Company’s consent, such consent not to be unreasonably withheld.  All indemnifications and releases from liability granted hereunder to the Trustee shall extend to its officers, directors, employees, agents, successors and assigns.

To secure the Company’s payment obligations in this Section, the Trustee shall have a lien prior to the Securities on all money or property held or collected by the Trustee other than money or property held in trust to pay principal of and interest on particular Securities.

The Company’s payment obligations pursuant to this Section shall survive the resignation or removal of the Trustee and the discharge of this Indenture.  When the Trustee incurs expenses after the occurrence of a Default specified in Section 6.01(6) or (7) with respect to the Company, the expenses are intended to constitute expenses of administration under the Bankruptcy Law.

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The Trustee will comply with the provisions of TIA § 313(b)(2) to the extent applicable.

SECTION 7.08.  Replacement of Trustee.  The Trustee may resign at any time by so notifying the Company.  The Holders of a majority in aggregate principal amount of the Securities then outstanding may remove the Trustee by so notifying the Trustee and may appoint a successor Trustee.  The Company shall remove the Trustee if:

(i)  the Trustee fails to comply with Section 7.10;

(ii)  the Trustee is adjudged bankrupt or insolvent or an order for relief is entered with respect to any Bankruptcy Law;

(iii)  a receiver or other public officer takes charge of the Trustee or its property; or

(iv)  the Trustee otherwise becomes incapable of acting.

If the Trustee resigns, is removed by the Company or by the Holders of a majority in aggregate principal amount of the Securities then outstanding and such Holders do not reasonably promptly appoint a successor Trustee, or if a vacancy exists in the office of Trustee for any reason (the Trustee in such event being referred to herein as the retiring Trustee), the Company shall promptly appoint a successor Trustee.

A successor Trustee shall deliver a written acceptance of its appointment to the retiring Trustee and to the Company.  Thereupon the resignation or removal of the retiring Trustee shall become effective, and the successor Trustee shall have all the rights, powers and duties of the Trustee under this Indenture.  The successor Trustee shall mail a notice of its succession to Securityholders.  The retiring Trustee shall promptly transfer all property held by it as Trustee to the successor Trustee, subject to the lien provided for in Section 7.07.

If a successor Trustee does not take office within 60 days after the retiring Trustee resigns or is removed, the retiring Trustee or the Holders of 10% in aggregate principal amount of the Securities then outstanding may petition any court of competent jurisdiction for the appointment of a successor Trustee.

If the Trustee fails to comply with Section 7.10, any Securityholder who has been a bona fide Holder of a Security for at least six months may petition any court of competent jurisdiction for the removal of the Trustee and the appointment of a successor Trustee.

Notwithstanding the replacement of the Trustee pursuant to this Section, the Company’s obligations under Section 7.07 shall continue for the benefit of the retiring Trustee.

SECTION 7.09.  Successor Trustee by Merger.  If the Trustee consolidates with, merges or converts into, or transfers all or substantially all its corporate trust

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business or assets to, another corporation or banking association, the resulting, surviving or transferee corporation or banking association without any further act shall be the successor Trustee.

In case at the time such successor or successors by merger, conversion or consolidation to the Trustee shall succeed to the trusts created by this Indenture any of the Securities shall have been authenticated but not delivered, any such successor to the Trustee may adopt the certificate of authentication of any predecessor trustee, and deliver such Securities so authenticated; and in case at that time any of the Securities shall not have been authenticated, any such successor to the Trustee may authenticate such Securities either in the name of any predecessor hereunder or in the name of the successor to the Trustee; and in all such cases such certificates shall have the full force which it is anywhere in the Securities or in this Indenture provided that the certificate of the Trustee shall have.

SECTION 7.10.  Eligibility; Disqualification.  The Trustee shall at all times satisfy the requirements of TIA § 310(a).  The Trustee shall have (or, in the case of a corporation included in a bank holding company system, the related bank holding company shall have) a combined capital and surplus of at least $50,000,000 as set forth in its (or its related bank holding company’s) most recent published annual report of condition.  The Trustee shall comply with TIA § 310(b), subject to the penultimate paragraph thereof; provided, however, that there shall be excluded from the operation of TIA § 310(b)(1) any indenture or indentures under which other securities or certificates of interest or participation in other securities of the Company are outstanding if the requirements for such exclusion set forth in TIA § 310(b)(1) are met.

SECTION 7.11.  Preferential Collection of Claims Against Company.  The Trustee shall comply with TIA § 311(a), excluding any creditor relationship listed in TIA § 311(b).  A Trustee who has resigned or been removed shall be subject to TIA § 311(a) to the extent indicated.

ARTICLE VIII

Discharge of Indenture; Defeasance

SECTION 8.01.  Discharge of Liability on Securities; Defeasance.  (a)    When (i) the Company delivers to the Trustee all outstanding Securities (other than Securities replaced pursuant to Section 2.07) for cancelation or (ii) all outstanding Securities have become due and payable, whether at maturity or as a result of the mailing of a notice of redemption pursuant to Article III and the Company irrevocably deposits with the Trustee funds sufficient to pay at maturity or upon redemption all outstanding Securities, including interest thereon to maturity or such redemption date (other than Securities replaced pursuant to Section 2.07), and if in either case the Company pays all other sums payable hereunder by the Company, then this Indenture shall, subject to Section 8.01(c), cease to be of further effect.  The Trustee shall acknowledge satisfaction and discharge of this Indenture on demand of the Company accompanied by an Officers’ Certificate and an Opinion of Counsel and at the cost and expense of the Company.

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(b)  Subject to Sections 8.01(c) and 8.02, the Company at any time may terminate (i) all of its obligations under the Securities and this Indenture (“legal defeasance option”) or (ii) its obligations under Sections 4.02, 4.03, 4.04, 4.05, 4.06, 4.07, 4.08, 4.09, 4.10, 4.11, 4.12, 4.13 and 4.14 and the operation of Sections 6.01(5), 6.01(6), 6.01(7), 6.01(8) and 6.01(9) (but, in the case of Sections 6.01(6) and (7), with respect only to Significant Subsidiaries) and the limitations contained in clauses (d) of Section 5.01 and Section 5.02 (“covenant defeasance option”).  The Company may exercise its legal defeasance option notwithstanding its prior exercise of its covenant defeasance option.

If the Company exercises its legal defeasance option, payment of the Securities may not be accelerated because of an Event of Default with respect thereto.  If the Company exercises its covenant defeasance option, payment of the Securities may not be accelerated because of an Event of Default specified in Sections 6.01(4) (with respect to the covenants of Article IV identified in the immediately preceding paragraph), 6.01(5), 6.01(6), 6.01(7), 6.01(8) and 6.01(9) (but, in the case of Sections 6.01(6) and 6.01(7), with respect only to Significant Subsidiaries) or because of the failure of the Company to comply with the limitations contained in clauses (d) of Section 5.01 or Section 5.02.  If the Company exercises its legal defeasance option or its covenant defeasance option, each Subsidiary Guarantor, if any, shall be released from all its obligations under its Subsidiary Guarantee.

Upon satisfaction of the conditions set forth herein and upon request of the Company, the Trustee shall acknowledge in writing the discharge of those obligations that the Company terminates.

(c)  Notwithstanding clauses (a) and (b) above, the Company’s obligations in Sections 2.04, 2.05, 2.06, 2.07, 7.07, 7.08, 8.05 and 8.06 shall survive until the Securities have been paid in full.  Thereafter, the Company’s obligations in Sections 7.07 and 8.05 shall survive.

SECTION 8.02.  Conditions to Defeasance.  The Company may exercise its legal defeasance option or its covenant defeasance option only if:

(1)  the Company irrevocably deposits in trust with the Trustee money or U.S. Government Obligations or a combination thereof for the payment of principal of and interest on the Securities to maturity or redemption, as the case may be;

(2)  the Company delivers to the Trustee a certificate from a nationally recognized firm of independent certified public accountants expressing their opinion that the payments of principal and interest when due and without reinvestment on the deposited U.S. Government Obligations plus any deposited money without investment will provide cash at such times and in such amounts as will be sufficient to pay principal and interest when due on all the Securities to maturity or redemption, as the case may be;

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(3)  123 days pass after the deposit is made and during the 123-day period no Default specified in Section 6.01(6) or (7) with respect to the Company occurs that is continuing at the end of the period;

(4)  the deposit does not constitute a default under any other agreement or instrument binding on the Company;

(5)  the Company delivers to the Trustee an Opinion of Counsel to the effect that the trust resulting from the deposit does not constitute, or is qualified as, a regulated investment company under the Investment Company Act of 1940;

(6)  in the case of the legal defeasance option, the Company delivers to the Trustee an Opinion of Counsel stating that (i) the Company has received from, or there has been published by, the Internal Revenue Service a ruling, or (ii) since the date of this Indenture there has been a change in the applicable U.S. Federal income tax law, in either case to the effect that, and based thereon such Opinion of Counsel shall confirm that, the Securityholders will not recognize income, gain or loss for U.S. Federal income tax purposes as a result of such defeasance and will be subject to U.S. Federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such defeasance had not occurred;

(7)  in the case of the covenant defeasance option, the Company delivers to the Trustee an Opinion of Counsel to the effect that the Securityholders will not recognize income, gain or loss for U.S. Federal income tax purposes as a result of such covenant defeasance and will be subject to U.S. Federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such covenant defeasance had not occurred;

(8)  the Company delivers to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that all conditions precedent to the defeasance and discharge of the Securities as contemplated by this Article VIII have been complied with; and

(9)  no Default or Event of Default has occurred and is continuing on the date of such deposit and after giving effect thereto.

Before or after a deposit, the Company may make arrangements satisfactory to the Trustee for the redemption of Securities at a future date in accordance with Article III.

SECTION 8.03.  Application of Trust Money.  The Trustee shall hold in trust money or U.S. Government Obligations deposited with it pursuant to this Article VIII.  It shall apply the deposited money and the money from U.S. Government Obligations through the Paying Agent and in accordance with this Indenture to the payment of principal of and interest on the Securities.

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SECTION 8.04.  Repayment to Company.  The Trustee and the Paying Agent shall promptly turn over to the Company upon request any excess money or securities held by them at any time.

Subject to any applicable abandoned property law, the Trustee and the Paying Agent shall pay to the Company upon request any money held by them for the payment of principal or interest that remains unclaimed for two years, and, thereafter, Securityholders entitled to the money must look to the Company for payment as general creditors.

SECTION 8.05.  Indemnity for Government Obligations.  The Company shall pay and shall indemnify the Trustee against any tax, fee or other charge imposed on or assessed against deposited U.S. Government Obligations or the principal and interest received on such U.S. Government Obligations.

SECTION 8.06.  Reinstatement.  If the Trustee or Paying Agent is unable to apply any money or U.S. Government Obligations in accordance with this Article VIII by reason of any legal proceeding or by reason of any order or judgment of any court or governmental authority enjoining, restraining or otherwise prohibiting such application, the Company’s obligations under this Indenture and the Securities shall be revived and reinstated as though no deposit had occurred pursuant to this Article VIII until such time as the Trustee or Paying Agent is permitted to apply all such money or U.S. Government Obligations in accordance with this Article VIII;  provided, however, that, if the Company has made any payment of interest on or principal of any Securities because of the reinstatement of its obligations, the Company shall be subrogated to the rights of the Holders of such Securities to receive such payment from the money or U.S. Government Obligations held by the Trustee or Paying Agent.

ARTICLE IX

Amendments

SECTION 9.01.  Without Consent of Holders.  The Company and the Trustee may amend this Indenture or the Securities without notice to or consent of any Securityholder to:

(1)  cure any ambiguity, omission, defect or inconsistency;

(2)  comply with Article V;

(3)  provide for uncertificated Securities in addition to or in place of certificated Securities; provided, however, that the uncertificated Securities are issued in registered form for purposes of Section 163(f) of the Code or in a manner such that the uncertificated Securities are described in Section 163(f)(2)(B) of the Code;

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(4)  add additional Guarantees with respect to the Securities or to release Subsidiary Guarantors from Subsidiary Guarantees as provided by the terms of this Indenture,

(5)  secure the Securities;

(6)  add to the covenants of the Company for the benefit of the Holders or to surrender any right or power herein conferred upon the Company;

(7)  comply with any requirements of the SEC in connection with qualifying, or maintaining the qualification of, this Indenture under the TIA;

(8)  make any change that does not adversely affect the rights of any Securityholder; or

(9)  provide for the issuance of additional Securities in accordance with this Indenture.

After an amendment under this Section becomes effective, the Company shall mail to Securityholders a notice briefly describing such amendment.  The failure to give such notice to all Securityholders, or any defect therein, shall not impair or affect the validity of an amendment under this Section.

SECTION 9.02.  With Consent of Holders.  The Company and the Trustee may amend this Indenture or the Securities without notice to any Securityholder but with the written consent of the Holders of at least a majority in aggregate principal amount of the Securities then outstanding (including consents obtained in connection with a tender offer or exchange offer for the Securities).  However, without the consent of each Securityholder affected thereby, an amendment may not:

(1)  reduce the amount of Securities whose Holders must consent to an amendment or waiver;

(2)  reduce the rate of or extend the time for payment of interest on any Security;

(3)  reduce the principal of or extend the Stated Maturity of any Security;

(4)  impair the right of any Holder to receive payment of principal of and interest on such Holder’s Securities on or after the due dates therefor or to institute suit for the enforcement of any payment on or with respect to such Holder’s Securities or any Subsidiary Guaranty;

(5)  reduce the premium payable upon the redemption of any Security under paragraph (5) of the Securities or change the time at which any Security may be redeemed in accordance with paragraph (5) of the Securities and Article III;

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(6)  make any Security payable in money other than that stated in the Security;

(7)  subordinate the Securities or any Subsidiary Guarantee to any other obligation of the Company or the applicable Subsidiary Guarantor; or

(8)  make any change in any Subsidiary Guaranty that would adversely affect the Securityholders.

It shall not be necessary for the consent of the Holders under this Section to approve the particular form of any proposed amendment, but it shall be sufficient if such consent approves the substance thereof.

After an amendment under this Section becomes effective, the Company shall mail to Securityholders a notice briefly describing such amendment.  The failure to give such notice to all Securityholders, or any defect therein, shall not impair or affect the validity of an amendment under this Section.

SECTION 9.03.  Compliance with Trust Indenture Act.  Every amendment to this Indenture or the Securities shall comply with the TIA as then in effect.

SECTION 9.04.  Revocation and Effect of Consents and Waivers.  A consent to an amendment or a waiver by a Holder of a Security shall bind the Holder and every subsequent Holder of that Security or portion of the Security that evidences the same debt as the consenting Holder’s Security, even if notation of the consent or waiver is not made on the Security.  However, any such Holder or subsequent Holder may revoke the consent or waiver as to such Holder’s Security or portion of the Security if the Trustee receives the notice of revocation before the date the amendment or waiver becomes effective.  After an amendment or waiver becomes effective, it shall bind every Securityholder.  An amendment or waiver becomes effective upon the execution of such amendment or waiver by the Trustee.

The Company may, but shall not be obligated to, fix a record date for the purpose of determining the Securityholders entitled to give their consent or take any other action described above or required or permitted to be taken pursuant to this Indenture.  If a record date is fixed, then notwithstanding the immediately preceding paragraph, those Persons who were Securityholders at such record date (or their duly designated proxies), and only those Persons, shall be entitled to give such consent or to revoke any consent previously given or to take any such action, whether or not such Persons continue to be Holders after such record date.  No such consent shall be valid or effective for more than 120 days after such record date.

SECTION 9.05.  Notation on or Exchange of Securities.  If an amendment or waiver changes the terms of a Security, the Trustee may require the Holder of the Security to deliver such Security to the Trustee.  The Trustee may place an appropriate notation on the Security regarding the changed terms and return such Security to the Holder.  Alternatively, if the Company or the Trustee so determines, the Company in exchange for the Security shall issue and the Trustee shall authenticate a new Security

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that reflects the changed terms.  Failure to make the appropriate notation or to issue a new Security shall not affect the validity of such amendment.

SECTION 9.06.  Trustee To Sign Amendments.  The Trustee shall sign any amendment authorized pursuant to this Article IX if the amendment does not adversely affect the rights, duties, liabilities or immunities of the Trustee.  If it does, the Trustee may but need not sign it.  In signing such amendment the Trustee shall be entitled to receive indemnity reasonably satisfactory to it and to receive, and (subject to Section 7.01) shall be fully protected in relying upon, an Officers’ Certificate and an Opinion of Counsel stating that such amendment is authorized or permitted by this Indenture.

SECTION 9.07.  Payment for Consent.  Neither the Company nor any Affiliate of the Company shall, directly or indirectly, pay or cause to be paid any consideration, whether by way of interest, fee or otherwise, to any Holder for or as an inducement to any consent, waiver or amendment of any of the terms or provisions of this Indenture or the Securities unless such consideration is offered to be paid to all Holders that so consent, waive or agree to amend in the time frame set forth in solicitation documents relating to such consent, waiver or agreement.

ARTICLE X

Subsidiary Guarantees

SECTION 10.01.  Subsidiary Guarantees.  Each Subsidiary Guarantor hereby unconditionally guarantees, jointly and severally, to each Holder and to the Trustee and its successors and assigns (a) the full and punctual payment of principal of and interest on the Securities when due, whether at maturity, by acceleration, by redemption or otherwise, and all other monetary obligations of the Company under this Indenture and the Securities and (b) the full and punctual performance within applicable grace periods of all other obligations of the Company under this Indenture and the Securities (all the foregoing being hereinafter collectively called the “Obligations”).  Each Subsidiary Guarantor further agrees that the Obligations may be extended or renewed, in whole or in part, without notice or further assent from such Subsidiary Guarantor, and that such Subsidiary Guarantor will remain bound under this Article X notwithstanding any extension or renewal of any Obligation.

Each Subsidiary Guarantor waives presentation to, demand of, payment from and protest to the Company of any of the Obligations and also waives notice of protest for nonpayment.  Each Subsidiary Guarantor waives notice of any default under the Securities or the Obligations.  The obligations of each Subsidiary Guarantor hereunder shall not be affected by (a) the failure of any Holder or the Trustee to assert any claim or demand or to enforce any right or remedy against the Company or any other Person (including the Subsidiary Guarantors) under this Indenture, the Securities or any other agreement or otherwise; (b) any extension or renewal of any thereof; (c) any rescission, waiver, amendment or modification of any of the terms or provisions of this Indenture, the Securities or any other agreement; (d) the release of any security held by

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any Holder or the Trustee for the Obligations or any of them; (e) the failure of any Holder or the Trustee to exercise any right or remedy against any other guarantor of the Obligations; or (f) except as set forth in Section 10.08, any change in the ownership of such Subsidiary Guarantor.

Each Subsidiary Guarantor further agrees that its Subsidiary Guaranty herein constitutes a guarantee of payment, performance and compliance when due (and not a guarantee of collection) and waives any right to require that any resort be had by any Holder or the Trustee to any security held for payment of the Obligations.

Except as expressly set forth in Sections 4.07, 4.14, 5.02, 8.01(b), 10.07 and 10.08, the obligations of each Subsidiary Guarantor hereunder shall not be subject to any reduction, limitation, impairment or termination for any reason, including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to any defense of setoff, counterclaim, recoupment or termination whatsoever or by reason of the invalidity, illegality or unenforceability of the Guaranteed Obligations or otherwise.  Without limiting the generality of the foregoing, the obligations of each Subsidiary Guarantor herein shall not be discharged or impaired or otherwise affected by the failure of any Holder or the Trustee to assert any claim or demand or to enforce any remedy under this Indenture, the Securities or any other agreement, by any waiver or modification of any thereof, by any default, failure or delay, willful or otherwise, in the performance of the obligations, or by any other act or thing or omission or delay to do any other act or thing which may or might in any manner or to any extent vary the risk of such Subsidiary Guarantor or would otherwise operate as a discharge of such Subsidiary Guarantor as a matter of law or equity.

Each Subsidiary Guarantor further agrees that its Subsidiary Guaranty herein shall continue to be effective or be reinstated, as the case may be, if at any time payment, or any part thereof, of principal of or interest on any Obligation is rescinded or must otherwise be restored by any Holder or the Trustee upon the bankruptcy or reorganization of the Company or otherwise.

In furtherance of the foregoing and not in limitation of any other right which any Holder or the Trustee has at law or in equity against any Subsidiary Guarantor by virtue hereof, upon the failure of the Company to pay the principal of or interest on any Obligation when and as the same shall become due, whether at maturity, by acceleration, by redemption or otherwise, or to perform or comply with any other Obligation, each Subsidiary Guarantor hereby promises to and will, upon receipt of written demand by the Trustee, forthwith pay, or cause to be paid, in cash, to the Holders or the Trustee an amount equal to the sum of (i) the unpaid amount of such Obligations, (ii) accrued and unpaid interest on such Obligations (but only to the extent not prohibited by law) and (iii) all other monetary Obligations of the Company to the Holders and the Trustee.

Each Subsidiary Guarantor agrees that it shall not be entitled to any right of subrogation in respect of any Obligations guaranteed hereby until payment in full in cash of all Obligations.  Each Subsidiary Guarantor further agrees that, as between it, on

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the one hand, and the Holders and the Trustee, on the other hand, (x) the maturity of the Obligations guaranteed hereby may be accelerated as provided in Article VI for the purposes of such Subsidiary Guarantor’s Subsidiary Guaranty herein, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Obligations guaranteed hereby, and (y) in the event of any declaration of acceleration of such Obligations as provided in Article VI, such Obligations (whether or not due and payable) shall forthwith become due and payable by such Subsidiary Guarantor for the purposes of this Section.

Each Subsidiary Guarantor also agrees to pay any and all costs and expenses (including reasonable attorneys’ fees) incurred by the Trustee or any Holder in enforcing any rights under this Section 10.01.

SECTION 10.02.  Contribution.  Each Subsidiary Guarantor (a “Contributing Party”) agrees that, in the event a payment shall be made by any other Subsidiary Guarantor under any Subsidiary Guaranty (the “Claiming Guarantor”), the Contributing Party shall indemnify the Claiming Guarantor in an amount equal to the amount of such payment multiplied by a fraction, the numerator of which shall be the net worth of the Contributing Party on the date of such payment and the denominator of which shall be the aggregate net worth of all the Subsidiary Guarantors on the date of such payment.

SECTION 10.03.  Successors and Assigns.  This Article X shall be binding upon each Subsidiary Guarantor and its successors and assigns and shall inure to the benefit of the successors and assigns of the Trustee and the Holders and, in the event of any transfer or assignment of rights by any Holder or the Trustee, the rights and privileges conferred upon that party in this Indenture and in the Securities shall automatically extend to and be vested in such transferee or assignee, all subject to the terms and conditions of this Indenture.

SECTION 10.04.  No Waiver.  Neither a failure nor a delay on the part of either the Trustee or the Holders in exercising any right, power or privilege under this Article X shall operate as a waiver thereof, nor shall a single or partial exercise thereof preclude any other or further exercise of any right, power or privilege.  The rights, remedies and benefits of the Trustee and the Holders herein expressly specified are cumulative and not exclusive of any other rights, remedies or benefits which either may have under this Article X at law, in equity, by statute or otherwise.

SECTION 10.05.  Modification.  No modification, amendment or waiver of any provision of this Article X, nor the consent to any departure by any Subsidiary Guarantor therefrom, shall in any event be effective unless the same shall be in writing and signed by the Trustee, and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given.  No notice to or demand on any Subsidiary Guarantor in any case shall entitle such Subsidiary Guarantor to any other or further notice or demand in the same, similar or other circumstances.

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SECTION 10.06.  Execution of Supplemental Indenture for Future Subsidiary Guarantors.  Each Subsidiary which is required to become a Subsidiary Guarantor pursuant to Section 4.14 shall promptly execute and deliver to the Trustee a supplemental indenture in the form of Exhibit C hereto pursuant to which such Subsidiary shall become a Subsidiary Guarantor under this Article X and shall guarantee the Obligations.  Concurrently with the execution and delivery of such supplemental indenture, the Company shall deliver to the Trustee an Opinion of Counsel to the effect that such supplemental indenture has been duly authorized, executed and delivered by such Subsidiary and that, subject to the application of bankruptcy, insolvency, moratorium, fraudulent conveyance or transfer and other similar laws relating to creditors’ rights generally and to the principles of equity, whether considered in a proceeding at law or in equity, the Subsidiary Guaranty of such Subsidiary Guarantor is a legal, valid and binding obligation of such Subsidiary Guarantor, enforceable against such Subsidiary Guarantor in accordance with its terms.

SECTION 10.07.  Limitation on Liability.  Any term or provision of this Indenture to the contrary notwithstanding, the maximum aggregate amount of the Obligations guaranteed hereunder by any Subsidiary Guarantor shall not exceed the maximum amount that can be hereby guaranteed without rendering this Indenture, as it relates to such Subsidiary Guarantor, voidable under applicable law relating to fraudulent conveyance or fraudulent transfer or similar laws affecting the rights of creditors generally.

SECTION 10.08.  Release of Subsidiary Guarantor.  Upon

(i)  the sale (including any sale pursuant to any exercise of remedies by a holder of Senior Debt of the Company or of such Subsidiary Guarantor) or other disposition (including by way of consolidation or merger) of a Subsidiary Guarantor,

(ii)  the sale or disposition of all or substantially all the assets of such Subsidiary Guarantor or

(iii)  upon the designation of such Subsidiary Guarantor as an Unrestricted Subsidiary pursuant to the terms of this Indenture,

such Subsidiary Guarantor shall be deemed released from all obligations under this Article X without any further action required on the part of the Trustee or any Holder, in each case other than a sale or disposition to Parent or a Subsidiary of Parent.  In the case of clauses (i) and (ii) above, the Company shall provide an Officers’ Certificate to the Trustee to the effect that the Company will comply with its obligations under Section 4.06.  At the request of the Company, the Trustee shall execute and deliver an appropriate instrument evidencing such release.

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ARTICLE XI

Miscellaneous

SECTION 11.01.  Trust Indenture Act Controls.  If any provision of this Indenture limits, qualifies or conflicts with another provision that is required to be included in this Indenture by the TIA, the required provision shall control.

SECTION 11.02.  Notices.  Any notice or communication shall be in writing and delivered in person or mailed by first-class mail or sent by facsimile (with a hard copy delivered in person or by mail promptly thereafter) and addressed as follows:

if to the Company or any Subsidiary Guarantor:

US Oncology, Inc.

16825 Northchase Drive

Suite 1300

Houston, TX 77060

Attention of: Chief Financial Officer

if to the Trustee:

LaSalle Bank National Association

Corporate Trust Administration

135 South LaSalle Street, Suite 1960

Chicago, IL 60603

Attention of: Erik Benson

The Company or the Trustee by notice to the other may designate additional or different addresses for subsequent notices or communications.

Any notice or communication mailed to a Securityholder shall be mailed to the Securityholder at the Securityholder’s address as it appears on the registration books of the Registrar and shall be sufficiently given if so mailed within the time prescribed.

Failure to mail a notice or communication to a Securityholder or any defect in it shall not affect its sufficiency with respect to other Securityholders.  If a notice or communication is mailed in the manner provided above, it is duly given, whether or not the addressee receives it.

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SECTION 11.03.  Communication by Holders with Other Holders.  Securityholders may communicate pursuant to TIA § 312(b) with other Securityholders with respect to their rights under this Indenture or the Securities.  The Company, the Trustee, the Registrar and anyone else shall have the protection of TIA § 312(c).

SECTION 11.04.  Certificate and Opinion as to Conditions Precedent.  Upon any request or application by the Company to the Trustee to take or refrain from taking any action under this Indenture, the Company shall furnish to the Trustee:

(1)  an Officers’ Certificate in form and substance reasonably satisfactory to the Trustee stating that, in the opinion of the signers, all conditions precedent, if any, provided for in this Indenture relating to the proposed action have been complied with; and

(2)  an Opinion of Counsel in form and substance reasonably satisfactory to the Trustee stating that, in the opinion of such counsel, all such conditions precedent have been complied with.

SECTION 11.05.  Statements Required in Certificate or Opinion.  Each certificate or opinion with respect to compliance with a covenant or condition provided for in this Indenture shall include:

(1)  a statement that the individual making such certificate or opinion has read such covenant or condition;

(2)  a brief statement as to the nature and scope of the examination or investigation upon which the statements or opinions contained in such certificate or opinion are based;

(3)  a statement that, in the opinion of such individual, he has made such examination or investigation as is necessary to enable him to express an informed opinion as to whether or not such covenant or condition has been complied with; and

(4)  a statement as to whether or not, in the opinion of such individual, such covenant or condition has been complied with.

SECTION 11.06.  When Securities Disregarded.  In determining whether the Holders of the required principal amount of Securities have concurred in any direction, waiver or consent, Securities owned by the Company, any Subsidiary Guarantor or by any Person directly or indirectly controlling or controlled by or under direct or indirect common control with the Company or any Subsidiary Guarantor shall be disregarded and deemed not to be outstanding, except that, for the purpose of determining whether the Trustee shall be protected in relying on any such direction, waiver or consent, only Securities that the Trustee knows are so owned shall be so disregarded.  Also, subject to the foregoing, only Securities outstanding at the time shall be considered in any such determination.

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SECTION 11.07.  Rules by Trustee, Paying Agent and Registrar.  The Trustee may make reasonable rules for action by or a meeting of Securityholders.  The Registrar and the Paying Agent may make reasonable rules for their functions.

SECTION 11.08.  Legal Holidays.  A “Legal Holiday” is a Saturday, a Sunday or a day on which banking institutions are not required to be open in the State of New York.  If a payment date is a Legal Holiday, payment shall be made on the next succeeding day that is not a Legal Holiday, and no interest shall accrue for the intervening period.  If a regular record date is a Legal Holiday, the record date shall not be affected.

SECTION 11.09.  Governing Law.  THIS INDENTURE AND THE SECURITIES SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.

SECTION 11.10.  No Recourse Against Others.  A director, officer, manager, employee, incorporator, member, partner or stockholder, as such, of the Company or any Subsidiary Guarantor shall not have any liability for any obligations of the Company under the Securities or this Indenture or any such Subsidiary Guarantor under any Subsidiary Guaranty, as the case may be, or for any claim based on, in respect of or by reason of such obligations or their creation.  By accepting a Security, each Securityholder shall waive and release all such liability.  The waiver and release shall be part of the consideration for the issue of the Securities.

SECTION 11.11.  Successors.  All agreements of the Company and each Subsidiary Guarantor in this Indenture and the Securities shall bind its successors.  All agreements of the Trustee in this Indenture shall bind its successors.

SECTION 11.12.  Multiple Originals.  The parties may sign any number of copies of this Indenture.  Each signed copy shall be an original, but all of them together represent the same agreement.  One signed copy is enough to prove this Indenture.

SECTION 11.13.  Table of Contents; Headings.  The table of contents, cross-reference sheet and headings of the Articles and Sections of this Indenture have been inserted for convenience of reference only, are not intended to be considered a part hereof and shall not modify or restrict any of the terms or provisions hereof.

IN WITNESS WHEREOF, the parties have caused this Indenture to be duly executed as of the date first written above.

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OILER ACQUISITION CORP.,
By
	/s/ D. Scott Mackesy
	Name:	D. Scott Mackesy
	Title:	President

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LASALLE BANK NATIONAL ASSOCIATION,
By
	/s/ Vernita Anderson
	Name:	Vernita Anderson
	Title:	Assistant Vice President

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APPENDIX A

PROVISIONS RELATING TO INITIAL SECURITIES
AND EXCHANGE SECURITIES

1.  Definitions

1.1  Definitions

Capitalized terms used but not otherwise defined in this Appendix shall have the meanings assigned in the Indenture. For the purposes of this Appendix A the following terms shall have the meanings indicated below:

“Applicable Procedures” means, with respect to any transfer or transaction involving a Temporary Regulation S Global Security or beneficial interest therein, the rules and procedures of the Depository, Euroclear and Clearstream for such a Temporary Regulations S Global Security, in each case to the extent applicable to such transaction and as in effect from time to time.

“Clearstream” means Clearstream Banking, S.A., or any successor securities clearing agency.

“Definitive Security” means a certificated Initial Security or Exchange Security or Private Exchange Security bearing, if required, the restricted securities legend set forth in Section 2.3(d).

“Depository” means The Depository Trust Company, its nominees and their respective successors.

“Distribution Compliance Period”, with respect to any Securities, means the period of 40 consecutive days beginning on and including the later of (i) the day on which such Securities are first offered to persons other than distributors (as defined in Regulation S under the Securities Act) in reliance on Regulation S and (ii) the Issue Date with respect to such Securities.

“Exchange Securities” means the 9% Senior Notes due 2012 to be issued pursuant to the Indenture in connection with a Registered Exchange Offer pursuant to the Registration Agreement.

“Euroclear” means Euroclear Bank S.A./N.V., as operator of the Euroclear System, or any successor securities clearing agency.

“Initial Purchasers” means (i) with respect to the Initial Securities issued on the Issue Date, Citigroup Global Markets Inc., J.P. Morgan Securities Inc., Wachovia Capital Markets, LLC, and Deutsche Bank Securities Inc. and (ii) with respect to each issuance of additional Initial Securities, the Persons purchasing such additional Initial Securities under the related Purchase Agreement.

“Initial Securities” means the 9% Senior Notes due 2012, to be issued from time to time, in one or more series as provided for in this Indenture.

“Offered Securities” means Initial Securities in the aggregate principal amount of $300,000,000 issued on August 20, 2004.

“Private Exchange” means the offer by the Company, pursuant to Section 2 of the Registration Agreement, or pursuant to any similar provision of any other Registration Agreement, to issue and deliver to certain purchasers, in exchange for the Initial Securities held by such purchasers as part of their initial distribution, a like aggregate principal amount of Private Exchange Securities.

“Private Exchange Securities” means the 9% Senior Notes due 2012 to be issued pursuant to this Indenture in connection with a Private Exchange pursuant to a Registration Agreement.

“Purchase Agreement” means (i) with respect to the Initial Securities issued on the Issue Date, the Purchase Agreement dated August 4, 2004, between the Company and the Initial Purchasers relating to the Original Securities, and (ii) with respect to each issuance of additional Initial Securities, the purchase agreement or underwriting agreement between the Company and the Persons purchasing such additional Initial Securities.

“QIB” means a “qualified institutional buyer” as defined in Rule 144A.

“Registered Exchange Offer” means the offer by the Company, pursuant to a Registration Agreement, to certain Holders of Initial Securities, to issue and deliver to such Holders, in exchange for the Initial Securities, a like aggregate principal amount of Exchange Securities registered under the Securities Act.

“Registration Agreement” means (i) with respect to the Initial Securities issued on the Issue Date, the Registration Rights Agreement dated August 4, 2004, between the Company and the Initial Purchasers relating to the Original Securities and (ii) with respect to each issuance of additional Initial Securities issued in a transaction exempt from the registration requirements of the Securities Act, the registration rights agreement, if any, between the Company and the Persons purchasing such additional Initial Securities under the related Purchase Agreement.

“Rule 144A Securities” means all Initial Securities offered and sold to QIBs in reliance on Rule 144A.

“Securities” means the Initial Securities and the Exchange Securities, treated as a single class.

“Securities Act” means the Securities Act of 1933, as amended.

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“Securities Custodian” means the custodian with respect to a Global Security (as appointed by the Depository) or any successor person thereto, who shall initially be the Trustee.

“Shelf Registration Statement” means a registration statement issued by the Company in connection with the offer and sale of Initial Securities or Private Exchange Securities pursuant to the Registration Agreement.

“Transfer Restricted Securities” means Definitive Securities and any other Securities that bear or are required to bear the legend set forth in Section 2.3(d) hereto.

1.2  Other Definitions

Term	Defined In Section:
“Agent Members”	2.1(b)
“Global Security”	2.1(a)
“Regulation S”	2.1
“Rule 144A”	2.1
“Rule 144A Global Security”	2.1(a)
“Permanent Regulation S Global Security”	2.1(a)
“Temporary Regulation S Global Security”	2.1(a)

2.  The Securities

2.1  Form and Dating

The Initial Securities will be offered and sold by the Company, from time to time, pursuant to one or more Purchase Agreements.  The Initial Securities will be resold initially only to QIBs in reliance on Rule 144A under the Securities Act (“Rule 144A”) and in reliance on Regulation S under the Securities Act (“Regulation S”).  Initial Securities may thereafter be transferred to, among others, QIBs and purchasers in reliance on Regulation S, subject to the restrictions on transfer set forth herein.

(a)  Global Securities.  Initial Securities initially resold pursuant to Rule 144A shall be issued initially in the form of one or more permanent global Securities in definitive, fully registered form (collectively, the “Rule 144A Global Security”) and Initial Securities initially resold pursuant to Regulation S shall be issued initially in the form of one or more temporary global securities (collectively, the “Temporary Regulation S Global Security”), in each case without interest coupons and with the global securities legend and restricted securities legend set forth in Exhibit 1 hereto, which shall be deposited on behalf of the purchasers of the Initial Securities represented thereby with the Securities Custodian, and registered in the name of the Depository or a nominee of the Depository, duly executed by the Company and authenticated by the Trustee as provided in this Indenture.  Beneficial ownership interests in the Temporary Regulation S Global Security will not be exchangeable for interests in the Rule 144A Global Security, a

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permanent global security (the “Permanent Regulation S Global Security”), or any other Security without a legend containing restrictions on transfer of such Security prior to the expiration of the Distribution Compliance Period and then only upon certification in form reasonably satisfactory to the Trustee that beneficial ownership interests in such Temporary Regulation S Global Security are owned either by non-U.S. persons or U.S. persons who purchased such interests in a transaction that did not require registration under the Securities Act.  The Rule 144A Global Security, Temporary Regulation S Global Security and Permanent Regulation S Global Security are collectively referred to herein as “Global Securities.”  The aggregate principal amount of the Global Securities may from time to time be increased or decreased by adjustments made on the records of the Trustee and the Depository or its nominee as hereinafter provided.

(b)  Book-Entry Provisions.  This Section 2.1(b) shall apply only to a Global Security deposited with or on behalf of the Depository.

The Company shall execute and the Trustee shall, in accordance with this Section 2.1(b) and pursuant to an order of the Company, authenticate and deliver initially one or more Global Securities that (a) shall be registered in the name of the Depository for such Global Security or Global Securities or the nominee of such Depository and (b) shall be delivered by the Trustee to such Depository or pursuant to such Depository’s instructions or held by the Trustee as Securities Custodian.

Members of, or participants in, the Depository (“Agent Members”) shall have no rights under this Indenture with respect to any Global Security held on their behalf by the Depository or by the Trustee as Securities Custodian or under such Global Security, and the Depository may be treated by the Company, the Trustee and any agent of the Company or the Trustee as the absolute owner of such Global Security for all purposes whatsoever.  Notwithstanding the foregoing, nothing herein shall prevent the Company, the Trustee or any agent of the Company or the Trustee from giving effect to any written certification, proxy or other authorization furnished by the Depository or impair, as between the Depository and its Agent Members, the operation of customary practices of such Depository governing the exercise of the rights of a holder of a beneficial interest in any Global Security.

(c)  Definitive Securities.  Except as provided in Section 2.3 or 2.4, owners of beneficial interests in Global Securities will not be entitled to receive physical delivery of Definitive Securities.

2.2  Authentication.  The Trustee shall authenticate and deliver:  (1) Offered Securities for original issue in an aggregate principal amount of $300,000,000, (2) additional Initial Securities, if and when issued, in an unlimited amount (subject to compliance with Section 4.03 of this Indenture) and (3) the Exchange Securities or Private Exchange Securities for issue only in a Registered Exchange Offer or a Private Exchange, respectively, pursuant to the Registration Agreement, for a like principal amount of Initial Securities or Private Exchange Securities, as applicable, upon a written order of the Company signed by two Officers or by an Officer and either an Assistant Treasurer or an Assistant Secretary of the Company.  Such order shall specify the amount

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of the Securities to be authenticated and the date on which the original issue of Securities is to be authenticated and whether the Securities are to be Initial Securities or Exchange Securities.  The aggregate principal amount of Securities that may be outstanding at any time is unlimited.

2.3  Transfer and Exchange.  (a)  Transfer and Exchange of Definitive Securities.  When Definitive Securities are presented to the Registrar with a request:

(x) to register the transfer of such Definitive Securities; or

(y) to exchange such Definitive Securities for an equal principal amount of Definitive Securities of other authorized denominations,

the Registrar shall register the transfer or make the exchange as requested if its reasonable requirements for such transaction are met; provided, however, that the Definitive Securities surrendered for transfer or exchange:

(i)  shall be duly endorsed or accompanied by a written instrument of transfer in form reasonably satisfactory to the Company and the Registrar, duly executed by the Holder thereof or his attorney duly authorized in writing; and

(ii)  if such Definitive Securities bear a restricted securities legend, they are being transferred or exchanged pursuant to an effective registration statement under the Securities Act or pursuant to clause (A), (B) or (C) below, and are accompanied by the following additional information and documents, as applicable:

(A)  if such Definitive Securities are being delivered to the Registrar by a Holder for registration in the name of such Holder, without transfer, a certification from such Holder to that effect; or

(B)  if such Definitive Securities are being transferred to the Company, a certification to that effect; or

(C)  if such Definitive Securities are being transferred pursuant to an exemption from registration (i) in accordance with Rule 144A or Regulation S under the Securities Act, a certification to that effect and (ii) in accordance with Rule 144 under the Securities Act (a) a certification to that effect and (b) if the Company so requests, an opinion of counsel or other evidence reasonably satisfactory to it as to the compliance with the restrictions set forth in the legend set forth in Section 2.3(e)(i).

(b)  Restrictions on Transfer of a Definitive Security for a Beneficial Interest in a Global Security.  A Definitive Security may not be exchanged for a beneficial interest in a Rule 144A Global Security or a Permanent Regulation S Global Security except upon satisfaction of the requirements set forth below.  Upon receipt by

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the Trustee of a Definitive Security, duly endorsed or accompanied by appropriate instruments of transfer, in form satisfactory to the Trustee, together with:

(i)  certification, in the form set forth on the reverse of the Security, that such Definitive Security is either (A) being transferred to a QIB in accordance with Rule 144A or (B) is being transferred after expiration of the Distribution Compliance Period by a Person who initially purchased such Security in reliance on Regulation S to a buyer who elects to hold its interest in such Security in the form of a beneficial interest in the Permanent Regulation S Global Security; and

(ii)  written instructions directing the Trustee to make, or to direct the Securities Custodian to make, an adjustment on its books and records with respect to such Rule 144A Global Security (in the case of a transfer pursuant to clause (b)(i)(A)) or Permanent Regulation S Global Security (in the case of a transfer pursuant to clause (b)(i)(B)) to reflect an increase in the aggregate principal amount of the Securities represented by the Rule 144A Global Security or Permanent Regulation S Global Security, as applicable, such instructions to contain information regarding the Depository account to be credited with such increase,

then the Trustee shall cancel such Definitive Security and cause, or direct the Securities Custodian to cause, in accordance with the standing instructions and procedures existing between the Depository and the Securities Custodian, the aggregate principal amount of Securities represented by the Rule 144A Global Security or Permanent Regulation S Global Security, as applicable, to be increased by the aggregate principal amount of the Definitive Security to be exchanged and shall credit or cause to be credited to the account of the Person specified in such instructions a beneficial interest in the Rule 144A Global Security or Permanent Regulation S Global Security, as applicable, equal to the principal amount of the Definitive Security so canceled.  If no Rule 144A Global Securities or Permanent Regulation S Global Securities, as applicable, are then outstanding, the Company shall issue and the Trustee shall authenticate, upon written order of the Company in the form of an Officers’ Certificate of the Company, a new Rule 144A Global Security or Permanent Regulation S Global Security, as applicable, in the appropriate principal amount.

(c)  Transfer and Exchange of Global Securities.  (i)   The transfer and exchange of Global Securities or beneficial interests therein shall be effected through the Depository, in accordance with this Indenture (including applicable restrictions on transfer set forth herein, if any) and the procedures of the Depository therefor.  A transferor of a beneficial interest in a Global Security shall deliver a written order given in accordance with the Depository’s procedures containing information regarding the participant account of the Depository to be credited with a beneficial interest in the Global Security and such account shall be credited in accordance with such instructions with a beneficial interest in the Global Security and the account of the Person making the transfer shall be debited by an amount equal to the beneficial interest in the Global Security being transferred.

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(ii)  If the proposed transfer is a transfer of a beneficial interest in one Global Security to a beneficial interest in another Global Security, the Registrar shall reflect on its books and records the date and an increase in the principal amount of the Global Security to which such interest is being transferred in an amount equal to the principal amount of the interest to be so transferred, and the Registrar shall reflect on its books and records the date and a corresponding decrease in the principal amount of the Global Security from which such interest is being transferred.

(iii)  Notwithstanding any other provisions of this Appendix A (other than the provisions set forth in Section 2.4), a Global Security may not be transferred as a whole except by the Depository to a nominee of the Depository or by a nominee of the Depository to the Depository or another nominee of the Depository or by the Depository or any such nominee to a successor Depository or a nominee of such successor Depository.

(iv)  In the event that a Global Security is exchanged for Definitive Securities pursuant to Section 2.4 prior to the consummation of a Registered Exchange Offer or the effectiveness of a Shelf Registration Statement with respect to such Securities, such Securities may be exchanged only in accordance with such procedures as are substantially consistent with the provisions of this Section 2.3 (including the certification requirements set forth on the reverse of the Initial Securities intended to ensure that such transfers comply with Rule 144A, Regulation S or such other applicable exemption from registration under the Securities Act, as the case may be) and such other procedures as may from time to time be adopted by the Company.

(d)  Restrictions on Transfer of Temporary Regulation S Global Securities.  During the Distribution Compliance Period, beneficial ownership interests in Temporary Regulation S Global Securities may only be sold, pledged or transferred through Euroclear or Clearstream in accordance with the Applicable Procedures and only (i) to the Company, (ii) so long as such Security is eligible for resale pursuant to Rule 144A, to a Person whom the selling holder reasonably believes is a QIB that purchases for its own account or for the account of a QIB to whom notice is given that the resale, pledge or transfer is being made in reliance on Rule 144A, (iii) in an offshore transaction in accordance with Regulation S or (iv) pursuant to an exemption from registration under the Securities Act provided by Rule 144 (if applicable) under the Securities Act, in each case in accordance with any applicable securities laws of any state of the United States.

(e)  Legend.

(i)  Except as permitted by the following paragraphs (ii), (iii) and (iv), each certificate evidencing the Global Securities and the Definitive Securities (and all Securities issued in exchange therefor or in substitution thereof) shall bear a legend in substantially the following form:

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“THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). THE HOLDER HEREOF, BY PURCHASING THIS SECURITY, AGREES FOR THE BENEFIT OF THE COMPANY THAT THIS SECURITY MAY NOT BE RESOLD, PLEDGED OR OTHERWISE TRANSFERRED (X) PRIOR TO THE SECOND ANNIVERSARY OF THE ISSUANCE HEREOF (OR ANY PREDECESSOR SECURITY HERETO) OR (Y) BY ANY HOLDER THAT WAS AN AFFILIATE OF THE COMPANY AT ANY TIME DURING THE THREE MONTHS PRECEDING THE DATE OF SUCH TRANSFER, IN EITHER CASE OTHER THAN (1) TO THE COMPANY, (2) SO LONG AS THIS SECURITY IS ELIGIBLE FOR RESALE PURSUANT TO RULE 144A UNDER THE SECURITIES ACT (“RULE 144A”), TO A PERSON WHOM THE SELLER REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER WITHIN THE MEANING OF RULE 144A PURCHASING FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER TO WHOM NOTICE IS GIVEN THAT THE RESALE, PLEDGE OR OTHER TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A (AS INDICATED BY THE BOX CHECKED BY THE TRANSFEROR ON THE CERTIFICATE OF TRANSFER ON THE REVERSE OF THIS SECURITY), (3) IN AN OFFSHORE TRANSACTION IN ACCORDANCE WITH REGULATION S UNDER THE SECURITIES ACT (AS INDICATED BY THE BOX CHECKED BY THE TRANSFEROR ON THE CERTIFICATE OF TRANSFER ON THE REVERSE OF THIS SECURITY), (4) PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT PROVIDED BY RULE 144 (IF APPLICABLE) UNDER THE SECURITIES ACT, OR (5) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT, IN EACH CASE IN ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES.  THE HOLDER HEREOF, BY PURCHASING THIS SECURITY, REPRESENTS AND AGREES FOR THE BENEFIT OF THE COMPANY THAT IT IS (1) A QUALIFIED INSTITUTIONAL BUYER WITHIN THE MEANING OF RULE 144A OR (2) A NON-U.S. PERSON OUTSIDE THE UNITED STATES WITHIN THE MEANING OF (OR AN ACCOUNT SATISFYING THE REQUIREMENTS OF PARAGRAPH (k)(2)(i) OF RULE 902 UNDER) REGULATION S UNDER THE SECURITIES ACT.”

Each Definitive Security will also bear the following additional legend:

“IN CONNECTION WITH ANY TRANSFER, THE HOLDER WILL DELIVER TO THE REGISTRAR AND TRANSFER AGENT SUCH CERTIFICATES AND OTHER INFORMATION AS SUCH TRANSFER AGENT MAY REASONABLY REQUIRE TO CONFIRM THAT THE TRANSFER COMPLIES WITH THE FOREGOING RESTRICTIONS.”

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(ii)  Upon any sale or transfer of a Transfer Restricted Security (including any Transfer Restricted Security represented by a Global Security) pursuant to Rule 144 under the Securities Act:

(A)  in the case of any Transfer Restricted Security that is a Definitive Security, the Registrar shall permit the Holder thereof to exchange such Transfer Restricted Security for a Security that does not bear the legends set forth above and rescind any restriction on the transfer of such Transfer Restricted Security; and

(B)  in the case of any Transfer Restricted Security that is represented by a Global Security, the Registrar shall permit the Holder thereof to exchange such Transfer Restricted Security for a Security that does not bear the legends set forth above and rescind any restriction on the transfer of such Transfer Restricted Security,

in either case, if the Holder certifies in writing to the Registrar that its request for such exchange was made in reliance on Rule 144 (such certification to be in the form set forth on the reverse of the Initial Security).

(iii)  After a transfer of any Initial Securities or Private Exchange Securities, as the case may be, during the period of the effectiveness of a Shelf Registration Statement with respect to such Initial Securities or Private Exchange Securities, all requirements pertaining to restricted legends on such Initial Security or such Private Exchange Security will cease to apply and an Initial Security or Private Exchange Security, as the case may be, in global form without restricted legends will be available to the transferee of the beneficial interests of such Initial Securities or Private Exchange Securities.  Upon the occurrence of any of the circumstances described in this paragraph, the Company will deliver an Officers’ Certificate to the Trustee instructing the Trustee to issue Securities without restricted legends.

(iv)  Upon the consummation of a Registered Exchange Offer with respect to the Initial Securities pursuant to which certain Holders of such Initial Securities are offered Exchange Securities in exchange for their Initial Securities, Exchange Securities in global form without the restricted legends will be available to Holders or beneficial owners that exchange such Initial Securities (or beneficial interests therein) in such Registered Exchange Offer.  Upon the occurrence of any of the circumstances described in this paragraph, the Company will deliver an Officers’ Certificate to the Trustee instructing the Trustee to issue Securities without restricted legends.

(f)  Cancelation or Adjustment of Global Security.  At such time as all beneficial interests in a Global Security have either been exchanged for Definitive Securities, redeemed, repurchased or canceled, such Global Security shall be returned by the Depository to the Trustee for cancelation or retained and canceled by the Trustee.  At any time prior to such cancelation, if any beneficial interest in a Global Security is

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exchanged for Definitive Securities, redeemed, repurchased or canceled, the principal amount of Securities represented by such Global Security shall be reduced and an adjustment shall be made on the books and records of the Trustee (if it is then the Securities Custodian for such Global Security) with respect to such Global Security, by the Trustee or the Securities Custodian, to reflect such reduction.

(g)  Obligations with Respect to Transfers and Exchanges of Securities.

(i)  To permit registrations of transfers and exchanges, the Company shall execute and the Trustee shall authenticate Definitive Securities and Global Securities at the Registrar’s request.

(ii)  No service charge shall be made for any registration of transfer or exchange, but the Company may require payment of a sum sufficient to cover any transfer tax, assessments, or similar governmental charge payable in connection therewith (other than any such transfer taxes, assessments or similar governmental charge payable upon exchange or transfer pursuant to Sections 3.06, 4.06, 4.13 and 9.05 of this Indenture).

(iii)  The Registrar shall not be required to register the transfer of or exchange of any Security for a period beginning 15 days before the mailing of a notice of redemption or an offer to repurchase Securities or 15 days before an interest payment date.

(iv)  Prior to the due presentation for registration of transfer of any Security, the Company, the Trustee, the Paying Agent or the Registrar may deem and treat the person in whose name a Security is registered as the absolute owner of such Security for the purpose of receiving payment of principal of and interest on such Security and for all other purposes whatsoever, whether or not such Security is overdue, and none of the Company, the Trustee, the Paying Agent or the Registrar shall be affected by notice to the contrary.

(v)  All Securities issued upon any transfer or exchange pursuant to the terms of this Indenture shall evidence the same debt and shall be entitled to the same benefits under this Indenture as the Securities surrendered upon such transfer or exchange.

(h)  No Obligation of the Trustee.

(i)  The Trustee shall have no responsibility or obligation to any beneficial owner of a Global Security, a member of, or a participant in the Depository or any other Person with respect to the accuracy of the records of the Depository or its nominee or of any participant or member thereof, with respect to any ownership interest in the Securities or with respect to the delivery to any participant, member, beneficial owner or other Person (other than the Depository) of any notice (including any notice of redemption or repurchase) or the payment of any amount, under or with respect to such Securities.  All notices and communications

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to be given to the Holders and all payments to be made to Holders under the Securities shall be given or made only to the registered Holders (which shall be the Depository or its nominee in the case of a Global Security).  The rights of beneficial owners in any Global Security shall be exercised only through the Depository subject to the applicable rules and procedures of the Depository.  The Trustee may rely and shall be fully protected in relying upon information furnished by the Depository with respect to its members, participants and any beneficial owners.

(ii)  The Trustee shall have no obligation or duty to monitor, determine or inquire as to compliance with any restrictions on transfer imposed under this Indenture or under applicable law with respect to any transfer of any interest in any Security (including any transfers between or among Depository participants, members or beneficial owners in any Global Security) other than to require delivery of such certificates and other documentation or evidence as are expressly required by, and to do so if and when expressly required by, the terms of this Indenture, and to examine the same to determine substantial compliance as to form with the express requirements hereof.

2.4  Definitive Securities

(a)  A Global Security deposited with the Depository or with the Trustee as Securities Custodian pursuant to Section 2.1 shall be transferred to the beneficial owners thereof in the form of Definitive Securities in an aggregate principal amount equal to the principal amount of such Global Security, in exchange for such Global Security, only if such transfer complies with Section 2.3 and (i) the Depository notifies the Company that it is unwilling or unable to continue as a Depository for such Global Security or if at any time the Depository ceases to be a “clearing agency” registered under the Exchange Act, and, in either case, a successor Depository is not appointed by the Company within 90 days of such notice, or (ii) a Default or an Event of Default has occurred and is continuing or (iii) the Company, in its sole discretion, notifies the Trustee in writing that it elects to cause the issuance of Definitive Securities under this Indenture.

(b)  Any Global Security that is transferable to the beneficial owners thereof pursuant to this Section 2.4 shall be surrendered by the Depository to the Trustee, to be so transferred, in whole or from time to time in part, without charge, and the Trustee shall authenticate and deliver, upon such transfer of each portion of such Global Security, an equal aggregate principal amount of Definitive Securities of authorized denominations.  Definitive Securities issued in exchange for any portion of a Global Security transferred pursuant to this Section shall be executed, authenticated and delivered only in denominations of $1,000 and any integral multiple thereof and registered in such names as the Depository shall direct.  Any Definitive Security delivered in exchange for an interest in the Global Security shall, except as otherwise provided by Section 2.3(e), bear the restricted securities legend set forth in Exhibit 1 hereto.

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(c)  The registered Holder of a Global Security may grant proxies and otherwise authorize any Person, including Agent Members and Persons that may hold interests through Agent Members, to take any action that a Holder is entitled to take under this Indenture or the Securities.

(d)  In the event of the occurrence of any of the events specified in Section 2.4(a)(i), (ii) or (iii), the Company will promptly make available to the Trustee a reasonable supply of Definitive Securities in definitive, fully registered form without interest coupons.

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EXHIBIT 1

To APPENDIX A

[FORM OF FACE OF INITIAL SECURITY]

[Global Securities Legend]

UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), NEW YORK, NEW YORK, TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO., OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.

TRANSFERS OF THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC OR TO A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE AND TRANSFERS OF PORTIONS OF THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN THE INDENTURE REFERRED TO ON THE REVERSE HEREOF.

[Restricted Securities Legend]

THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). THE HOLDER HEREOF, BY PURCHASING THIS SECURITY, AGREES FOR THE BENEFIT OF THE COMPANY THAT THIS SECURITY MAY NOT BE RESOLD, PLEDGED OR OTHERWISE TRANSFERRED (X) PRIOR TO THE SECOND ANNIVERSARY OF THE ISSUANCE HEREOF (OR ANY PREDECESSOR SECURITY HERETO) OR (Y) BY ANY HOLDER THAT WAS AN AFFILIATE OF THE COMPANY AT ANY TIME DURING THE THREE MONTHS PRECEDING THE DATE OF SUCH TRANSFER, IN EITHER CASE, OTHER THAN (1) TO THE COMPANY, (2) SO LONG AS THIS SECURITY IS ELIGIBLE FOR RESALE PURSUANT TO RULE 144A UNDER THE SECURITIES ACT (“RULE 144A”) TO A PERSON WHOM THE SELLER REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER WITHIN THE MEANING OF RULE 144A, PURCHASING FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER TO WHOM NOTICE IS GIVEN THAT THE RESALE, PLEDGE OR OTHER TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A (AS INDICATED BY THE BOX CHECKED BY THE TRANSFEROR ON THE CERTIFICATE OF TRANSFER ON THE REVERSE OF THIS SECURITY), (3) IN AN OFFSHORE TRANSACTION IN ACCORDANCE WITH REGULATION S UNDER THE SECURITIES ACT (AS INDICATED BY THE BOX CHECKED BY

THE TRANSFEROR ON THE CERTIFICATE OF TRANSFER ON THE REVERSE OF THIS SECURITY), (4) PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT PROVIDED BY RULE 144 (IF APPLICABLE) UNDER THE SECURITIES ACT, OR (5) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT, IN EACH CASE IN ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES.  THE HOLDER HEREOF, BY PURCHASING THIS SECURITY, REPRESENTS AND AGREES FOR THE BENEFIT OF THE COMPANY THAT IT IS (1) A QUALIFIED INSTITUTIONAL BUYER WITHIN THE MEANING OF RULE 144A OR (2) A NON-U.S. PERSON OUTSIDE THE UNITED STATES WITHIN THE MEANING OF (OR AN ACCOUNT SATISFYING THE REQUIREMENTS OF PARAGRAPH (k)(2)(i) OF RULE 902 UNDER) REGULATION S UNDER THE SECURITIES ACT.

[Temporary Regulation S Global Security Legend]

BENEFICIAL OWNERSHIP INTERESTS IN THIS TEMPORARY REGULATION S GLOBAL NOTE WILL NOT BE EXCHANGEABLE FOR INTERESTS IN THE RULE 144A GLOBAL NOTE OR THE PERMANENT REGULATION S GLOBAL NOTE OR ANY OTHER NOTE REPRESENTING AN INTEREST IN THE NOTES REPRESENTED HEREBY WHICH DO NOT CONTAIN A LEGEND CONTAINING RESTRICTIONS ON TRANSFER, UNTIL THE EXPIRATION OF THE “40-DAY DISTRIBUTED COMPLIANCE PERIOD” (WITHIN THE MEANING OF RULE 903(b)(3) OF REGULATION S UNDER THE SECURITIES ACT) AND THEN ONLY UPON CERTIFICATION IN FORM REASONABLY SATISFACTORY TO THE TRUSTEE THAT SUCH BENEFICIAL INTERESTS ARE OWNED EITHER BY NON-U.S. PERSONS OR U.S. PERSONS WHO PURCHASED SUCH INTERESTS IN A TRANSACTION THAT DID NOT REQUIRE REGISTRATION UNDER THE SECURITIES ACT.  DURING SUCH 40-DAY DISTRIBUTION COMPLIANCE PERIOD, BENEFICIAL OWNERSHIP INTERESTS IN THIS TEMPORARY REGULATION S GLOBAL NOTE MAY ONLY BE SOLD, PLEDGED OR TRANSFERRED THROUGH THE EUROCLEAR SYSTEM OR CLEARSTREAM BANKING S.A. AND ONLY (A) TO THE COMPANY OR ANY SUBSIDIARY THEREOF, (B) TO A QUALIFIED INSTITUTIONAL BUYER IN COMPLIANCE WITH RULE 144A UNDER THE SECURITIES ACT, (C) OUTSIDE THE UNITED STATES IN AN OFFSHORE TRANSACTION IN COMPLIANCE WITH RULE 904 UNDER THE SECURITIES ACT, (D) PURSUANT TO THE EXEMPTION FROM REGISTRATION PROVIDED BY RULE 144 UNDER THE SECURITIES ACT (IF AVAILABLE), OR (E) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT, IN EACH OF CASES (A) THROUGH (E) IN ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES AND OTHER JURISDICTIONS.  HOLDERS OF INTERESTS IN THIS TEMPORARY REGULATION S GLOBAL NOTE WILL NOTIFY ANY PURCHASER OF SUCH RESALE RESTRICTIONS, IF THEN APPLICABLE.

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[Definitive Securities Legend]

IN CONNECTION WITH ANY TRANSFER, THE HOLDER WILL DELIVER TO THE REGISTRAR AND TRANSFER AGENT SUCH CERTIFICATES AND OTHER INFORMATION AS SUCH TRANSFER AGENT MAY REASONABLY REQUIRE TO CONFIRM THAT THE TRANSFER COMPLIES WITH THE FOREGOING RESTRICTIONS.

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[FORM OF FACE OF INITIAL SECURITY]

No. [up to]**$

9% Senior Note due 2012

CUSIP No.

Oiler Acquisition Corp., a Delaware corporation, promises to pay to [Cede & Co.]**, or registered assigns, the principal sum [of                Dollars]* [as set forth on the Schedule of Increases or Decreases annexed hereto]** on August 15, 2012.

Interest Payment Dates: February 15 and August 15.

Record Dates:  February 1 and August 1.

*  Insert for Definitive Securities

**Insert for Global Securities

Additional provisions of this Security are set forth on the other side of this Security.

IN WITNESS WHEREOF, the parties have caused this instrument to be duly executed.

		OILER ACQUISITION CORP.,
			by
				Name:
				Title:
			by
				Name:
				Title:
TRUSTEE’S CERTIFICATE OF
AUTHENTICATION
Dated:
LASALLE BANK NATIONAL ASSOCIATION,
as Trustee, certifies
that this is one of
the Securities referred
to in the Indenture.
by:
	Authorized Signatory

2

[FORM OF REVERSE SIDE OF INITIAL SECURITY]

9% Senior Note due 2012

1.Interest

(a)  Oiler Acquisition Corp, a Delaware corporation (such corporation, and its successors and assigns under the Indenture hereinafter referred to, being herein called the “Company”), promises to pay interest on the principal amount of this Security at the rate per annum shown above.  The Company will pay interest semiannually on February 15 and August 15 of each year, commencing February 15, 2005.  Interest on the Securities will accrue from the most recent date to which interest has been paid or, if no interest has been paid, from August 20, 2004.  Interest shall be computed on the basis of a 360-day year of twelve 30-day months.  The Company shall pay interest on overdue principal at the rate borne by the Securities plus 1% per annum, and it shall pay interest on overdue installments of interest at the rate borne by the Securities to the extent lawful.

(b)  Special Interest.  The holder of this Security is entitled to the benefits of a Registration Rights Agreement, dated as of August 4, 2004, among the Company and the Purchasers named therein (the “Registration Agreement”).  Capitalized terms used in this paragraph (b) but not defined herein have the meanings assigned to them in the Registration Agreement.  In the event that (i) neither the Exchange Offer Registration Statement nor the Shelf Registration Statement has been filed with the Commission on or prior to the 120th day following the date of the original issuance of the Securities, (ii) neither the Exchange Offer Registration Statement nor the Shelf Registration Statement has been declared effective on or prior to the 210th day following the date of the original issuance of the Securities, (iii) neither the Registered Exchange Offer has been consummated nor the Shelf Registration Statement has been declared effective on or prior to the 240th day following the date of the original issuance of the Securities, or (iv) after the Exchange Offer Registration Statement or the Shelf Registration Statement has been declared effective, such Registration Statement thereafter ceases to be effective or usable in connection with resales of the Securities at any time that the Company is obligated to maintain the effectiveness thereof pursuant to the Registration Agreement (each such event referred to in clauses (i) through (iv) above being referred to herein as a “Registration Default”), interest (the “Special Interest”) shall accrue (in addition to stated interest on the Securities) from and including the date on which the first such Registration Default shall occur to but excluding the date on which all Registration Defaults have been cured, at a rate per annum equal to 0.25% of the principal amount of the Securities; provided, however, that such rate per annum shall increase by 0.25% per annum from and including the 91st day after the first such Registration Default (and each successive 91st day thereafter) unless and until all Registration Defaults have been cured; provided further, however, that in no event shall the Special Interest accrue at a rate in excess of 1.00% per annum.  The Special Interest will be payable in cash semiannually in arrears each February 15 and August 15.

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2.Method of Payment

The Company will pay interest on the Securities (except defaulted interest) to the Persons who are registered holders of Securities at the close of business on the February 1 or August 1 next preceding the interest payment date even if Securities are canceled after the record date and on or before the interest payment date.  Holders must surrender Securities to a Paying Agent to collect principal payments.  The Company will pay principal and interest in money of the United States of America that at the time of payment is legal tender for payment of public and private debts.  Payments in respect of the Securities represented by a Global Security (including principal, premium and interest) will be made by wire transfer of immediately available funds to the accounts specified by The Depository Trust Company.  The Company will make all payments in respect of a Definitive Security (including principal, premium and interest), by mailing a check to the registered address of each Holder thereof; provided, however, that payments on the Securities will be made by wire transfer to a U.S. dollar account maintained by the payee with a bank in the United States if such Holder elects payment by wire transfer by giving written notice to the Trustee or the Paying Agent to such effect designating such account no later than 30 days immediately preceding the relevant due date for payment (or such other date as the Trustee may accept in its discretion).

3.Paying Agent and Registrar

Initially, LaSalle Bank National Association, a national banking association (the “Trustee”), will act as Paying Agent and Registrar.  The Company may appoint and change any Paying Agent or Registrar without notice.  The Company or any of its domestically incorporated Wholly Owned Subsidiaries may act as Paying Agent or Registrar.

4.Indenture

The Company issued the Securities under an Indenture dated as of August 20, 2004 (the “Indenture”), between the Company and the Trustee.  The terms of the Securities include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. §§ 77aaa-77bbbb) as in effect on the date of the Indenture (the “TIA”).  Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture.  The Securities are subject to all such terms, and Securityholders are referred to the Indenture and the TIA for a statement of those terms.

The Securities are senior unsecured obligations of the Company.  [This Security is one of the Offered Securities referred to in the Indenture issued in an aggregate principal amount of $300,000,000.  The Securities include the Offered Securities, an unlimited amount of additional Initial Securities that may be issued under the Indenture, and any Exchange Securities issued in exchange for Initial Securities].  [This Security is one of the unlimited amount of additional Initial Securities.  The Securities include such additional Securities, the Offered Securities in an aggregate principal amount of $300,000,000 previously issued under the Indenture and any

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Exchange Securities issued in exchange for Initial Securities.  The additional Initial Securities, the Offered Securities and the Exchange Securities are treated as a single class of securities under the Indenture.]  The Offered Securities, such additional Initial Securities and the Exchange Securities are treated as a single class of securities under the Indenture.  The Indenture imposes certain limitations on the ability of the Company and its Restricted Subsidiaries to, among other things, make certain Investments and other Restricted Payments, pay dividends and other distributions, incur Debt, enter into consensual restrictions upon the payment of certain dividends and distributions by such Restricted Subsidiaries, issue or sell shares of capital stock of such Restricted Subsidiaries, enter into or permit certain transactions with Affiliates, create or incur Liens, enter into or permit certain Sale and Leaseback Transactions and make Asset Sales.  The Indenture also imposes limitations on the ability of the Company to consolidate or merge with or into any other Person or sell, transfer, assign, lease, convey or otherwise dispose of all or substantially all of the Property of the Company.

5.Optional Redemption

Except as set forth below, the Securities may not be redeemed at the option of the Company prior to August 15, 2008.  On and after that date, the Company may redeem all or any portion of the Securities at once or over time, after giving the required notice under the Indenture. The Securities may be redeemed at the redemption prices set forth below, plus accrued and unpaid interest, if any, to the redemption date (subject to the right of Holders of record on the relevant record date to receive interest due on the relevant interest payment date). The following prices are for Securities redeemed during the 12-month period commencing on August 15 of the years set forth below, and are expressed as percentages of principal amount:

Period	Redemption Price
2008	104.500	%
2009	102.250	%
2010 and thereafter	100.000	%

Notwithstanding the foregoing, at any time and from time to time, prior to August 15, 2007, the Company may redeem up to a maximum of 35% of the original aggregate principal amount of the Securities (which includes any additional Securities) with the proceeds from one or more Qualified Equity Offerings (provided that, if the Qualified Equity Offering is an offering by Parent, a portion of the net cash proceeds thereof equal to the amount required to redeem any such Securities is contributed to the equity capital of the Company or used to acquire Capital Stock of the Company (other than Disqualified Stock) from the Company), at a redemption price equal to 109% of the principal amount thereof, plus accrued and unpaid interest thereon, if any, to the redemption date (subject to the right of Holders of record on the relevant record date to receive interest due on the relevant interest payment date); provided, however, that after giving effect to any such redemption, at least 65% of the original aggregate principal

5

amount of the Securities remains outstanding.  Any such redemption shall be made within 90 days of such Qualified Equity Offering.

The Company may choose to redeem all or any portion of the Securities, at once or over time, prior to August 15, 2008.  If it does so, it may redeem the Securities, after giving the required notice under the Indenture.  To redeem the Securities, the Company must pay a redemption price equal to the sum of:

(a)  100% of the principal amount of the Securities to be redeemed, plus

(b)  the Applicable Premium,

plus accrued and unpaid interest, if any, to the redemption date (subject to the right of Holders of record on the relevant record date to receive interest due on the relevant interest payment date).

“Applicable Premium” means, with respect to any Security at any time, the greater of (1) 1.0% of the principal amount of such Security at such time and (2) the excess of (A) the present value at such time of (i) the redemption price of such Security at August 15, 2008 (such redemption price being described in the table appearing in the first paragraph of this Paragraph (5) exclusive of any accrued interest) plus (ii) any required interest payments due on such Security through August 15, 2008, (including any accrued and unpaid interest) computed using a discount rate equal to the Treasury Rate plus 50 basis points, over (B) the principal amount of such Security.

“Comparable Treasury Issue” means the United States Treasury security selected by an Independent Investment Banker as having a maturity comparable to the remaining term of the Securities that would be utilized, at the time of selection and in accordance with customary financial practice, in pricing new issues of corporate debt securities of comparable maturity to the remaining term of such Securities.  “Independent Investment Banker” means one of the Reference Treasury Dealers appointed by the Trustee after consultation with the Company.

“Comparable Treasury Price” means, with respect to any redemption date:

(a) the average of the bid and asked prices for the Comparable Treasury Issue (expressed in each case as a percentage of its principal amount) on the third business day preceding such redemption date, as set forth in the most recently published statistical release designated “H.15(519)” (or any successor release) published by the Board of Governors of the Federal Reserve System and which establishes yields on actively traded United States treasury securities adjusted to constant maturity under the caption “Treasury Constant Maturities” or

(b) if such release (or any successor release) is not published or does not contain such prices on such business day, the average of the Reference Treasury Dealer Quotations for such redemption date.

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“Reference Treasury Dealer” means Citigroup Global Markets Inc., JPMorgan Securities Inc., Wachovia Capital Markets, LLC and Deutsche Bank Securities Inc. and their respective successors; provided, however, that if any of the foregoing shall cease to be a primary U.S. Government securities dealer in New York City (a “Primary Treasury Dealer”), the Company shall substitute therefor another Primary Treasury Dealer.

“Reference Treasury Dealer Quotations” means, with respect to each Reference Treasury Dealer and any redemption date, the average, as determined by the Trustee, of the bid and asked prices for the Comparable Treasury Issue (expressed in each case as a percentage of its principal amount) quoted in writing to the Trustee by such Reference Treasury Dealer at 5:00 p.m. on the third business day preceding such redemption date.

“Treasury Rate” means, with respect to any redemption date, the rate per annum equal to the yield to maturity of the Comparable Treasury Issue, compounded semi-annually, assuming a price for such Comparable Treasury Issue (expressed as a percentage of its principal amount) equal to the Comparable Treasury Price for such redemption date.

6.Notice of Optional Redemption

Notice of optional redemption will be mailed by first-class mail at least 30 days but not more than 60 days before the redemption date for an optional redemption to each Holder of Securities to be redeemed at his or her registered address.  Any notice to holders of Securities of such a redemption needs to include the appropriate calculation of the redemption price, but does not need to include the redemption price itself.  The actual redemption price, calculated as described above, must be set forth in an Officers’ Certificate delivered to the Trustee no later than two business days prior to the redemption date.  Securities in denominations larger than $1,000 may be redeemed in part but only in whole multiples of $1,000.  If money sufficient to pay the optional redemption price of and accrued interest on all Securities (or portions thereof) to be redeemed on the redemption date for an optional redemption is deposited with the Paying Agent on or before the redemption date for an optional redemption and certain other conditions are satisfied, on and after such date interest ceases to accrue on such Securities (or such portions thereof) called for redemption.

7.Sinking Fund

The Securities are not subject to any sinking fund.

8.Repurchase of Securities at the Option of Holders upon Change of Control

Upon a Change of Control, any Holder of Securities will have the right, subject to certain conditions specified in the Indenture, to cause the Company to repurchase all or any part of the Securities of such Holder at a purchase price equal to 101% of the principal amount of the Securities to be repurchased plus accrued and unpaid

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interest, if any, to the date of purchase (subject to the right of Holders of record on the relevant record date to receive interest due on the relevant interest payment date) as provided in, and subject to the terms of, the Indenture.

9.Denominations; Transfer; Exchange

The Securities are in registered form without coupons in denominations of $1,000 and whole multiples of $1,000.  A Holder may transfer or exchange Securities in accordance with the Indenture.  Upon any transfer or exchange, the Registrar and the Trustee may require a Holder, among other things, to furnish appropriate endorsements or transfer documents and to pay any taxes required by law or permitted by the Indenture.  The Registrar need not register the transfer of or exchange any Securities selected for redemption (except, in the case of a Security to be redeemed in part, the portion of the Security not to be redeemed) or to transfer or exchange any Securities for a period of 15 days prior to a selection of Securities to be redeemed or 15 days before an interest payment date.

10.Persons Deemed Owners

The registered Holder of this Security may be treated as the owner of it for all purposes.

11.Unclaimed Money

If money for the payment of principal or interest remains unclaimed for two years, the Trustee or Paying Agent shall pay the money back to the Company at its written request unless an abandoned property law designates another Person.  After any such payment, Holders entitled to the money must look only to the Company and not to the Trustee for payment.

12.Discharge and Defeasance

Subject to certain conditions, the Company at any time may terminate some of or all its obligations under the Securities and the Indenture if the Company deposits with the Trustee money or U.S. Government Obligations for the payment of principal and interest on the Securities to redemption or maturity, as the case may be.

13.Amendment, Waiver

Subject to certain exceptions set forth in the Indenture, (i) the Indenture or the Securities may be amended without prior notice to any Securityholder but with the written consent of the Holders of at least a majority in aggregate principal amount of the outstanding Securities and (ii) any default or noncompliance with any provision may be waived with the written consent of the Holders of at least a majority in principal amount of the outstanding Securities.  Subject to certain exceptions set forth in the Indenture, without the consent of any Holder of Securities, the Company and the Trustee may amend the Indenture or the Securities to (i) cure any ambiguity, omission, defect or

8

inconsistency; (ii) comply with Article V of the Indenture; (iii) provide for uncertificated Securities in addition to or in place of certificated Securities; provided, however, that the uncertificated Securities are issued in registered form for purposes of Section 163(f) of the Code or in a manner such that the uncertificated Securities are described in Section 163(f)(2)(B) of the Code; (iv) add additional Guarantees with respect to the Securities or to release Subsidiary Guarantors from Subsidiary Guarantees as provided by the terms of the Indenture, (v) secure the Securities; (vi) add to the covenants of the Company for the benefit of the Holders or to surrender any right or power herein conferred upon the Company; (vii) comply with any requirements of the SEC in connection with qualifying, or maintaining the qualification of, the Indenture under the TIA; (viii) make any change that does not adversely affect the rights of any Securityholder; or (ix) provide for the issuance of additional Securities in accordance with the Indenture.

14.Defaults and Remedies

If an Event of Default occurs and is continuing, the Trustee or the Holders of at least 25% in aggregate principal amount of the Securities then outstanding, subject to certain limitations, may declare all the Securities to be immediately due and payable.  Certain events of bankruptcy or insolvency are Events of Default and shall result in the Securities being immediately due and payable upon the occurrence of such Events of Default without any further act of the Trustee or any Holder.

Holders of Securities may not enforce the Indenture or the Securities except as provided in the Indenture.  The Trustee may refuse to enforce the Indenture or the Securities unless it receives reasonable indemnity or security.  Subject to certain limitations, Holders of a majority in aggregate principal amount of the Securities then outstanding may direct the Trustee in its exercise of any trust or power under the Indenture.  The Holders of a majority in aggregate principal amount of the Securities then outstanding, by written notice to the Company and the Trustee, may rescind any declaration of acceleration and its consequences if the rescission would not conflict with any judgment or decree, and if all existing Events of Default have been cured or waived except nonpayment of principal or interest that has become due solely because of the acceleration.

15.Trustee Dealings with the Company

Subject to certain limitations imposed by the TIA, the Trustee under the Indenture, in its individual or any other capacity, may become the owner or pledgee of Securities and may otherwise deal with and collect obligations owed to it by the Company or its Affiliates and may otherwise deal with the Company or its Affiliates with the same rights it would have if it were not Trustee.

16.No Recourse Against Others

A director, officer, manager, employee, member, partner or stockholder, as such, of the Company or any Subsidiary Guarantor shall not have any liability for any

9

obligations of the Company under the Securities or the Indenture or for any claim based on, in respect of or by reason of such obligations or their creation.  By accepting a Security, each Securityholder waives and releases all such liability.  The waiver and release are part of the consideration for the issue of the Securities.

17.Authentication

This Security shall not be valid until an authorized signatory of the Trustee (or an authenticating agent) manually signs the certificate of authentication on the other side of this Security.

18.Abbreviations

Customary abbreviations may be used in the name of a Securityholder or an assignee, such as TEN COM (=tenants in common), TEN ENT (=tenants by the entireties), JT TEN (=joint tenants with rights of survivorship and not as tenants in common), CUST (=custodian), and U/G/M/A (=Uniform Gift to Minors Act).

19.Governing Law

THIS SECURITY SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.

20.CUSIP Numbers

Pursuant to a recommendation promulgated by the Committee on Uniform Security Identification Procedures, the Company has caused CUSIP numbers to be printed on the Securities and has directed the Trustee to use CUSIP numbers in notices of redemption as a convenience to Securityholders.  No representation is made as to the accuracy of such numbers either as printed on the Securities or as contained in any notice of redemption and reliance may be placed only on the other identification numbers placed thereon.

The Company will furnish to any Holder of Securities upon written request and without charge to the Holder a copy of the Indenture which has in it the text of this Security.

10

ASSIGNMENT FORM

To assign this Security, fill in the form below:

I or we assign and transfer this Security to
(Print or type assignee’s name, address and zip code)
(Insert assignee’s soc. sec. or tax I.D. No.)
and irrevocably appoint                      agent to transfer this Security on the books of the Company. The agent may substitute another to act for him.
Date:	Your Signature:
Sign exactly as your name appears on the other side of this Security.

In connection with any transfer of any of the Securities evidenced by this certificate occurring prior to the expiration of the period referred to in Rule 144(k) under the Securities Act after the later of the date of original issuance of such Securities and the last date, if any, on which such Securities were owned by the Company or any Affiliate of the Company, the undersigned confirms that such Securities are being transferred in accordance with its terms:

CHECK ONE BOX BELOW

(1)	o	to the Company; or
(2)	o	pursuant to an effective registration statement under the Securities Act of 1933; or
(3)	o	inside the United States to a “qualified institutional buyer” (as defined in Rule 144A under the Securities Act of 1933) that purchases for its own account or for the account of a qualified institutional buyer to whom notice is given that such transfer is being made in reliance on Rule 144A, in each case pursuant to and in compliance with Rule 144A under the Securities Act of 1933; or
(4)	o	outside the United States in an offshore transaction within the meaning of Regulation S under the Securities Act in compliance with Rule 904 under the Securities Act of 1933; or

1

(5) o pursuant to the exemption from registration provided by Rule 144 under the Securities Act of 1933.

Unless one of the boxes is checked, the Trustee will refuse to register any of the Securities evidenced by this certificate in the name of any person other than the registered holder thereof; provided, however, that if box (5) is checked, the Trustee may require, prior to registering any such transfer of the Securities, such legal opinions, certifications and other information as the Company has reasonably requested to confirm that such transfer is being made pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act of 1933.

	Your Signature
Signature Guarantee:
Date:
Signature must be guaranteed by a participant in a recognized signature guaranty medallion program or other signature guarantor acceptable to the Trustee

TO BE COMPLETED BY PURCHASER IF (3) ABOVE IS CHECKED.

The undersigned represents and warrants that it is purchasing this Security for its own account or an account with respect to which it exercises sole investment discretion and that it and any such account is a “qualified institutional buyer” within the meaning of Rule 144A under the Securities Act of 1933, and is aware that the sale to it is being made in reliance on Rule 144A and acknowledges that it has received such information regarding the Company as the undersigned has requested pursuant to Rule 144A or has determined not to request such information and that it is aware that the transferor is relying upon the undersigned’s foregoing representations in order to claim the exemption from registration provided by Rule 144A.

Dated:
	NOTICE:  To be executed by an executive officer

2

[TO BE ATTACHED TO GLOBAL SECURITIES]

SCHEDULE OF INCREASES OR DECREASES IN GLOBAL SECURITY

The initial principal amount of this Global Security is $[        ].  The following increases or decreases in this Global Security have been made:

Date of
Exchange Amount of decrease in
Principal Amount of
this Global Security Amount of increase in
Principal Amount of
this Global Security Principal amount of this
Global Security
following such decrease
or increase Signature of authorized
signatory of Trustee or
Securities Custodian

3

OPTION OF HOLDER TO ELECT PURCHASE

If you want to elect to have this Security purchased by the Company pursuant to Section 4.06 (Asset Sale) or 4.13 (Change of Control) of the Indenture, check the box:  o

If you want to elect to have only part of this Security purchased by the Company pursuant to Section 4.06 or 4.13 of the Indenture, state the amount:

$

Date: Your Signature:

(Sign exactly as your name appears on the other side of the Security)

Signature Guarantee:
	Signature must be guaranteed by a participant in a recognized signature guaranty medallion program or other signature guarantor acceptable to the Trustee.

4

EXHIBIT B

FORM OF FACE OF SECURITY

No. [up to]**$

9% Senior Note due 2012

CUSIP No.

Oiler Acquisition Corp., a Delaware corporation, promises to pay to [Cede & Co.]**, or registered assigns, the principal sum [of                 Dollars]* [as set forth on the Schedule of Increases or Decreases annexed hereto]** on August 15, 2012.

Interest Payment Dates: February 15 and August 15.

Record Dates: February 1 and August 1.

*  Insert for Definitive Securities

**Insert for Global Securities

Additional provisions of this Security are set forth on the other side of this Security.

IN WITNESS WHEREOF, the parties have caused this instrument to be duly executed.

		OILER ACQUISITION CORP.,
			by
				Name:
				Title:
			by
				Name:
				Title:
TRUSTEE’S CERTIFICATE OF
AUTHENTICATION
Dated:
LASALLE BANK NATIONAL ASSOCIATION,
as Trustee, certifies
that this is one of
the Securities referred
to in the Indenture.
by:
	Authorized Signatory

*/ If the Security is to be issued in global form, add the Global Securities Legend from Exhibit 1 to Appendix A and the attachment from such Exhibit 1 captioned “TO BE ATTACHED TO GLOBAL SECURITIES - SCHEDULE OF INCREASES OR DECREASES IN GLOBAL SECURITY”.

2

FORM OF REVERSE SIDE OF SECURITY

9% Senior Note due 2012

1.Interest.

Oiler Acquisition Corp., a Delaware corporation (such corporation, and its successors and assigns under the Indenture hereinafter referred to, being herein called the “Company”), promises to pay interest on the principal amount of this Security at the rate per annum shown above.  The Company will pay interest semiannually on February 15 and August 15 of each year, commencing February 15, 2005.  Interest on the Securities will accrue from the most recent date to which interest has been paid or, if no interest has been paid, from August 20, 2004.  Interest shall be computed on the basis of a 360-day year of twelve 30-day months.  The Company shall pay interest on overdue principal at the rate borne by the Securities plus 1.0% per annum, and it shall pay interest on overdue installments of interest at the rate borne by the Securities to the extent lawful.

2.Method of Payment

The Company will pay interest on the Securities (except defaulted interest) to the Persons who are registered holders of Securities at the close of business on the February 1 or August 1 next preceding the interest payment date even if Securities are canceled after the record date and on or before the interest payment date.  Holders must surrender Securities to a Paying Agent to collect principal payments.  The Company will pay principal and interest in money of the United States of America that at the time of payment is legal tender for payment of public and private debts.  Payments in respect of the Securities represented by a Global Security (including principal, premium and interest) will be made by wire transfer of immediately available funds to the accounts specified by The Depository Trust Company.  The Company will make all payments in respect of a Definitive Security (including principal, premium and interest), by mailing a check to the registered address of each Holder thereof; provided, however, that payments on the Securities will be made by wire transfer to a U.S. dollar account maintained by the payee with a bank in the United States if such Holder elects payment by wire transfer by giving written notice to the Trustee or the Paying Agent to such effect designating such account no later than 30 days immediately preceding the relevant due date for payment (or such other date as the Trustee may accept in its discretion).

3.Paying Agent and Registrar

Initially, LaSalle Bank National Association, a national banking association (the “Trustee”), will act as Paying Agent and Registrar.  The Company may appoint and change any Paying Agent or Registrar without notice.  The Company or any of its domestically incorporated Wholly Owned Subsidiaries may act as Paying Agent or Registrar.

3

4.Indenture

The Company issued the Securities under an Indenture dated as of August 20, 2004 (the “Indenture”), between the Company and the Trustee.  The terms of the Securities include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. §§ 77aaa-77bbbb) as in effect on the date of the Indenture (the “TIA”).  Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture.  The Securities are subject to all such terms, and Securityholders are referred to the Indenture and the TIA for a statement of those terms.

The Securities are senior unsecured obligations of the Company.  This Security is one of the Exchange Securities referred to in the Indenture issued in exchange for Initial Securities.  The Securities include the Exchange Securities, the Offered Securities in the aggregate principal amount of $300,000,000 and an unlimited amount of additional Initial Securities.  The Exchange Securities, the Offered Securities and such additional Initial Securities are treated as a single class of securities under the Indenture.  The Indenture imposes certain limitations on the ability of the Company and its Restricted Subsidiaries to, among other things, make certain Investments and other Restricted Payments, pay dividends and other distributions, incur Debt, enter into consensual restrictions upon the payment of certain dividends and distributions by such Restricted Subsidiaries, issue or sell shares of capital stock of such Restricted Subsidiaries, enter into or permit certain transactions with Affiliates, create or incur Liens, enter into or permit certain Sale and Leaseback Transactions and make Asset Sales.  The Indenture also imposes limitations on the ability of the Company to consolidate or merge with or into any other Person or sell, transfer, assign, lease, convey or otherwise dispose of all or substantially all of the Property of the Company.

5.Optional Redemption

Except as set forth below, the Securities may not be redeemed at the option of the Company prior to August 15, 2008.  On and after that date, the Company may redeem all or any portion of the Securities at once or over time, after giving the required notice under the Indenture.  The Securities may be redeemed at the redemption prices set forth below, plus accrued and unpaid interest, if any, to the redemption date (subject to the right of Holders of record on the relevant record date to receive interest due on the relevant interest payment date).  The following prices are for Securities redeemed during the 12-month period commencing on August 15 of the years set forth below, and are expressed as percentages of principal amount:

Period	Redemption Price
2008	104.500	%
2009	102.250	%
2010 and thereafter	100.000	%

4

Notwithstanding the foregoing, at any time and from time to time, prior to August 15, 2007, the Company may redeem up to a maximum of 35% of the original aggregate principal amount of the Securities (which includes any additional Securities) with the proceeds from one or more Qualified Equity Offerings (provided that, if the Qualified Equity Offering is an offering by Parent, a portion of the net cash proceeds thereof equal to the amount required to redeem any such Securities is contributed to the equity capital of the Company or used to acquire Capital Stock of the Company (other than Disqualified Stock) from the Company), at a redemption price equal to 109% of the principal amount thereof, plus accrued and unpaid interest thereon, if any, to the redemption date (subject to the right of Holders of record on the relevant record date to receive interest due on the relevant interest payment date); provided, however, that after giving effect to any such redemption, at least 65% of the original aggregate principal amount of the Securities remains outstanding.  Any such redemption shall be made within 90 days of such Qualified Equity Offering.

The Company may choose to redeem all or any portion of the Securities, at once or over time, prior to August 15, 2008.  If it does so, it may redeem the Securities, after giving the required notice under the Indenture.  To redeem the Securities, the Company must pay a redemption price equal to the sum of:

(a)  100% of the principal amount of the Securities to be redeemed, plus

(b)  the Applicable Premium,

plus accrued and unpaid interest, if any, to the redemption date (subject to the right of Holders of record on the relevant record date to receive interest due on the relevant interest payment date).

“Applicable Premium” means, with respect to any Security at any time, the greater of (1) 1.0% of the principal amount of such Security at such time and (2) the excess of (A) the present value at such time of (i) the redemption price of such Security at August 15, 2008 (such redemption price being described in the table appearing in the first paragraph of this paragraph (5) exclusive of any accrued interest) plus (ii) any required interest payments due on such Security through August 15, 2008 (including any accrued and unpaid interest), computed using a discount rate equal to the Treasury Rate plus 50 basis points, over (B) the principal amount of such Security.

“Comparable Treasury Issue” means the United States Treasury security selected by an Independent Investment Banker as having a maturity comparable to the remaining term of the Securities that would be utilized, at the time of selection and in accordance with customary financial practice, in pricing new issues of corporate debt securities of comparable maturity to the remaining term of such Securities.  “Independent Investment Banker” means one of the Reference Treasury Dealers appointed by the Trustee after consultation with the Company.

“Comparable Treasury Price” means, with respect to any redemption date:

5

(a) the average of the bid and asked prices for the Comparable Treasury Issue (expressed in each case as a percentage of its principal amount) on the third business day preceding such redemption date, as set forth in the most recently published statistical release designated “H.15(519)” (or any successor release) published by the Board of Governors of the Federal Reserve System and which establishes yields on actively traded United States treasury securities adjusted to constant maturity under the caption “Treasury Constant Maturities” or

(b) if such release (or any successor release) is not published or does not contain such prices on such business day, the average of the Reference Treasury Dealer Quotations for such redemption date.

“Reference Treasury Dealer” means Citigroup Global Markets Inc., JPMorgan Securities Inc., Wachovia Capital Markets, LLC and Deutsche Bank Securities Inc. and their respective successors; provided, however, that if any of the foregoing shall cease to be a primary U.S. Government securities dealer in New York City (a “Primary Treasury Dealer”), the Company shall substitute therefor another Primary Treasury Dealer.

“Reference Treasury Dealer Quotations” means, with respect to each Reference Treasury Dealer and any redemption date, the average, as determined by the Trustee, of the bid and asked prices for the Comparable Treasury Issue (expressed in each case as a percentage of its principal amount) quoted in writing to the Trustee by such Reference Treasury Dealer at 5:00 p.m. on the third business day preceding such redemption date.

“Treasury Rate” means, with respect to any redemption date, the rate per annum equal to the yield to maturity of the Comparable Treasury Issue, compounded semi-annually, assuming a price for such Comparable Treasury Issue (expressed as a percentage of its principal amount) equal to the Comparable Treasury Price for such redemption date.

6.Notice of Optional Redemption

Notice of optional redemption will be mailed by first-class mail at least 30 days but not more than 60 days before the redemption date for an optional redemption to each Holder of Securities to be redeemed at his or her registered address.  Any notice to holders of Securities of such a redemption needs to include the appropriate calculation of the redemption price, but does not need to include the redemption price itself.  The actual redemption price, calculated as described above, must be set forth in an Officers’ Certificate delivered to the Trustee no later than two business days prior to the redemption date.  Securities in denominations larger than $1,000 may be redeemed in part but only in whole multiples of $1,000.  If money sufficient to pay the optional redemption price of and accrued interest on all Securities (or portions thereof) to be redeemed on the redemption date for an optional redemption is deposited with the Paying Agent on or before the redemption date for an optional redemption and certain other

6

conditions are satisfied, on and after such date interest ceases to accrue on such Securities (or such portions thereof) called for redemption.

7.Sinking Fund

The Securities are not subject to any sinking fund.

8.Repurchase of Securities at the Option of Holders upon Change of Control

Upon a Change of Control, any Holder of Securities will have the right, subject to certain conditions specified in the Indenture, to cause the Company to repurchase all or any part of the Securities of such Holder at a purchase price equal to 101% of the principal amount of the Securities to be repurchased plus accrued and unpaid interest, if any, to the date of purchase (subject to the right of Holders of record on the relevant record date to receive interest due on the relevant interest payment date) as provided in, and subject to the terms of, the Indenture.

9.Denominations; Transfer; Exchange

The Securities are in registered form without coupons in denominations of $1,000 and whole multiples of $1,000.  A Holder may transfer or exchange Securities in accordance with the Indenture.  Upon any transfer or exchange, the Registrar and the Trustee may require a Holder, among other things, to furnish appropriate endorsements or transfer documents and to pay any taxes required by law or permitted by the Indenture.  The Registrar need not register the transfer of or exchange any Securities selected for redemption (except, in the case of a Security to be redeemed in part, the portion of the Security not to be redeemed) or to transfer or exchange any Securities for a period of 15 days prior to a selection of Securities to be redeemed or 15 days before an interest payment date.

10.Persons Deemed Owners

The registered Holder of this Security may be treated as the owner of it for all purposes.

11.Unclaimed Money

If money for the payment of principal or interest remains unclaimed for two years, the Trustee or Paying Agent shall pay the money back to the Company at its written request unless an abandoned property law designates another Person.  After any such payment, Holders entitled to the money must look only to the Company and not to the Trustee for payment.

12.Discharge and Defeasance

Subject to certain conditions, the Company at any time may terminate some of or all its obligations under the Securities and the Indenture if the Company

7

deposits with the Trustee money or U.S. Government Obligations for the payment of principal and interest on the Securities to redemption or maturity, as the case may be.

13.Amendment, Waiver

Subject to certain exceptions set forth in the Indenture, (i) the Indenture or the Securities may be amended without prior notice to any Securityholder but with the written consent of the Holders of at least a majority in aggregate principal amount of the outstanding Securities and (ii) any default or noncompliance with any provision may be waived with the written consent of the Holders of at least a majority in principal amount of the outstanding Securities.  Subject to certain exceptions set forth in the Indenture, without the consent of any Holder of Securities, the Company and the Trustee may amend the Indenture or the Securities to (i) cure any ambiguity, omission, defect or inconsistency; (ii) comply with Article V of the Indenture; (iii) provide for uncertificated Securities in addition to or in place of certificated Securities; provided, however, that the uncertificated Securities are issued in registered form for purposes of Section 163(f) of the Code or in a manner such that the uncertificated Securities are described in Section 163(f)(2)(B) of the Code; (iv) add additional Guarantees with respect to the Securities or to release Subsidiary Guarantors from Subsidiary Guarantees as provided by the terms of the Indenture, (v) secure the Securities; (vi) add to the covenants of the Company for the benefit of the Holders or to surrender any right or power herein conferred upon the Company; (vii) comply with any requirements of the SEC in connection with qualifying, or maintaining the qualification of, the Indenture under the TIA; (viii) make any change that does not adversely affect the rights of any Securityholder; or (ix) provide for the issuance of additional Securities in accordance with the Indenture.

14.Defaults and Remedies

If an Event of Default occurs and is continuing, the Trustee or the Holders of at least 25% in aggregate principal amount of the Securities then outstanding, subject to certain limitations, may declare all the Securities to be immediately due and payable.  Certain events of bankruptcy or insolvency are Events of Default and shall result in the Securities being immediately due and payable upon the occurrence of such Events of Default without any further act of the Trustee or any Holder.

Holders of Securities may not enforce the Indenture or the Securities except as provided in the Indenture.  The Trustee may refuse to enforce the Indenture or the Securities unless it receives reasonable indemnity or security.  Subject to certain limitations, Holders of a majority in aggregate principal amount of the Securities then outstanding may direct the Trustee in its exercise of any trust or power under the Indenture.  The Holders of a majority in aggregate principal amount of the Securities then outstanding, by written notice to the Company and the Trustee, may rescind any declaration of acceleration and its consequences if the rescission would not conflict with any judgment or decree, and if all existing Events of Default have been cured or waived except nonpayment of principal or interest that has become due solely because of the acceleration.

8

15.Trustee Dealings with the Company

Subject to certain limitations imposed by the TIA, the Trustee under the Indenture, in its individual or any other capacity, may become the owner or pledgee of Securities and may otherwise deal with and collect obligations owed to it by the Company or its Affiliates and may otherwise deal with the Company or its Affiliates with the same rights it would have if it were not Trustee.

16.No Recourse Against Others

A director, officer, manager, employee, member, partner or stockholder, as such, of the Company or any Subsidiary Guarantor shall not have any liability for any obligations of the Company under the Securities or the Indenture or for any claim based on, in respect of or by reason of such obligations or their creation.  By accepting a Security, each Securityholder waives and releases all such liability.  The waiver and release are part of the consideration for the issue of the Securities.

17.Authentication

This Security shall not be valid until an authorized signatory of the Trustee (or an authenticating agent) manually signs the certificate of authentication on the other side of this Security.

18.Abbreviations

Customary abbreviations may be used in the name of a Securityholder or an assignee, such as TEN COM (=tenants in common), TEN ENT (=tenants by the entireties), JT TEN (=joint tenants with rights of survivorship and not as tenants in common), CUST (=custodian), and U/G/M/A (=Uniform Gift to Minors Act).

19.Governing Law

THIS SECURITY SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.

20.CUSIP Numbers

Pursuant to a recommendation promulgated by the Committee on Uniform Security Identification Procedures, the Company has caused CUSIP numbers to be printed on the Securities and has directed the Trustee to use CUSIP numbers in notices of redemption as a convenience to Securityholders.  No representation is made as to the accuracy of such numbers either as printed on the Securities or as contained in any notice of redemption and reliance may be placed only on the other identification numbers placed thereon.

The Company will furnish to any Holder of Securities upon written request and without charge to the Holder a copy of the Indenture which has in it the text of this Security.

9

ASSIGNMENT FORM

To assign this Security, fill in the form below:

I or we assign and transfer this Security to
(Print or type assignee’s name, address and zip code)
(Insert assignee’s soc. sec. or tax I.D. No.)
and irrevocably appoint                          agent to transfer this Security on the books of the Company.  The agent may substitute another to act for him.
Date:	Your Signature:
Sign exactly as your name appears on the other side of this Security.  Signature must be guaranteed by a participant in a recognized signature guaranty medallion program or other signature guarantor acceptable to the Trustee.

10

OPTION OF HOLDER TO ELECT PURCHASE

If you want to elect to have this Security purchased by the Company pursuant to Section 4.06 (Asset Sale) or 4.13 (Change of Control) of the Indenture, check the box:  o

If you want to elect to have only part of this Security purchased by the Company pursuant to Section 4.06 or 4.13 of the Indenture, state the amount:

$

Date: Your Signature:

(Sign exactly as your name appears on the other side of the Security)

Signature Guarantee:
	Signature must be guaranteed by a participant in a recognized signature guaranty medallion program or other signature guarantor acceptable to the Trustee.

11

EXHIBIT B

THIS FIRST SUPPLEMENTAL INDENTURE, dated as of August 20, 2004 (this “First Supplemental Indenture”), is by and among US Oncology, Inc., a Delaware corporation (“US Oncology”), each of the parties identified as a Subsidiary Guarantor on the signature pages hereto (each, a “Subsidiary Guarantor” and collectively, the “Subsidiary Guarantors”) and LaSalle Bank National Association, a national banking association, as trustee (the “Trustee”).

W I T N E S S E T H

WHEREAS, Oiler Acquisition Corp. (the “Company”) and the Trustee are parties to an indenture dated as of August 20, 2004 (the “Indenture”), providing for the issuance of the Company’s 9% Senior Notes due 2012 (the “Securities”);

WHEREAS, the Company has merged with and into US Oncology (the “Merger”);

WHEREAS, pursuant to Section 5.01 of the Indenture, US Oncology is assuming, by and under this First Supplemental Indenture, the Company’s obligations for the due and punctual payment of the principal of, premium, if any, and interest on all the Securities and the performance and observance of each covenant of the Indenture on the part of the Company to be performed or observed;

WHEREAS, pursuant to Section 10.06 of the Indenture, each Subsidiary Guarantor is unconditionally and irrevocably guaranteeing US Oncology’s obligations with respect to the Securities on the terms set forth in the Indenture; and

WHEREAS, pursuant to Section 9.01 of the Indenture, the Trustee is authorized to execute and deliver this First Supplemental Indenture.

NOW, THEREFORE, for and in consideration of the foregoing premises, it is mutually covenanted and agreed, for the equal and proportionate benefit of all Holders of the Securities, as follows:

1.             Capitalized Terms.  Capitalized terms used herein without definition shall have the meanings assigned to them in the Indenture.

2.             Assumption by US Oncology.  US Oncology hereby assumes the Company’s obligations for the due and punctual payment of the principal of, premium, if any, and interest on all outstanding Securities issued pursuant to the Indenture and the performance and observance of each other obligation and covenant set forth in the Indenture to be performed or observed on the part of the Company.  US Oncology is hereby substituted for, and may exercise every right and power of, the Company under the Indenture with the same effect as if US Oncology had been named as the Company in the Indenture.

3.             Notation on Securities.  Securities authenticated and delivered after the date hereof may bear the following notation, which may be stamped or imprinted thereon:

“In connection with the merger of Oiler Acquisition Corp. (the “Company”) with and into US Oncology, Inc. (“US Oncology”) and pursuant to the First Supplemental Indenture dated as of August 20, 2004, US Oncology has assumed the Company’s obligations for the due and punctual payment of the principal of, premium, if any, and interest on this Security and the performance of each other obligation and covenant set forth in the Indenture to be performed or observed on the part of the Company.”

4.             Agreements to Become Guarantors.  Each of the Subsidiary Guarantors hereby unconditionally and irrevocably guarantees US Oncology’s obligations under the Securities and the Indenture on the terms and subject to the conditions set forth in Article X of the Indentureand agree to be bound by all other provisions of the Indenture and the Securities applicable to a Subsidiary Guarantor therein.

5.             Ratification of Indenture; First Supplemental Indenture Part of Indenture.  Except as expressly amended hereby, the Indenture is in all respects ratified and confirmed and all the terms, conditions and provisions thereof shall remain in full force and effect.  This First Supplemental Indenture shall form a part of the Indenture for all purposes, and every Holder of Securities heretofore or hereafter authenticated and delivered shall be bound hereby.

6.             Notices.  For purposes of Section 11.02 of the Indenture, the address for notices to US Oncology and each of the Subsidiary Guarantors shall be:

c/o US Oncology, Inc.

16825 Northchase Drive

Suite 1300

Houston, Texas 77060

Attention: Chief Financial Officer

7.             Governing Law.  This First Supplemental Indenture shall be governed by, and construed in accordance with, the laws of the State of New York.

8.             Counterparts.  The parties may sign any number of copies of this First Supplemental Indenture.  Each signed copy shall be an original, but all of them together shall represent the same agreement.

9.             Effect of Headings.  The section headings herein are for convenience only and shall not affect the construction hereof.

2

10.           The Trustee.  The Trustee shall not be responsible in any manner whatsoever for or in respect of the validity or sufficiency of this First Supplemental Indenture or for or in respect of the recitals contained herein, all of which recitals are made solely by US Oncology and the Subsidiary Guarantors.

IN WITNESS WHEREOF, the parties hereto have caused this First Supplemental Indenture to be duly executed, all as of the date first above written.

US ONCOLOGY, INC.
By:
Name:	[                  ]
Title:	[                  ]
ALABAMA PHARMACEUTICAL SERVICES, LLC, as a Subsidiary Guarantor
By:
Name:	[                  ]
Title:	[                  ]
AOR HOLDING COMPANY OF INDIANA, INC., as a Subsidiary Guarantor
By:
Name:	[                  ]
Title:	[                  ]

3

AOR MANAGEMENT COMPANY OF ARIZONA, INC., as a Subsidiary Guarantor
By:
Name:	[                  ]
Title:	[                  ]
AOR MANAGEMENT COMPANY OF INDIANA, INC., as a Subsidiary Guarantor
By:
Name:	[                  ]
Title:	[                  ]
AOR MANAGEMENT COMPANY OF MISSOURI, INC., as a Subsidiary Guarantor
By:
Name:	[                  ]
Title:	[                  ]
AOR MANAGEMENT COMPANY OF OKLAHOMA, INC., as a Subsidiary Guarantor
By:
Name:	[                  ]
Title:	[                  ]

4

AOR MANAGEMENT COMPANY OF PENNSYLVANIA, INC., as a Subsidiary Guarantor
By:
Name:	[                  ]
Title:	[                  ]
AOR MANAGEMENT COMPANY OF TEXAS, INC., as a Subsidiary Guarantor
By:
Name:	[                  ]
Title:	[                  ]
AOR MANAGEMENT COMPANY OF VIRGINIA, INC., as a Subsidiary Guarantor
By:
Name:	[                  ]
Title:	[                  ]
AOR OF INDIANA MANAGEMENT PARTNERSHIP, as a Subsidiary Guarantor
By:
Name:	[                  ]
Title:	[                  ]

5

AOR OF TEXAS MANAGEMENT LIMITED PARTNERSHIP, as a Subsidiary Guarantor
By:
Name:	[                  ]
Title:	[                  ]
AOR REAL ESTATE, INC., as a Subsidiary Guarantor
By:
Name:	[                  ]
Title:	[                  ]
AOR SYNTHETIC REAL ESTATE, INC., as a Subsidiary Guarantor
By:
Name:	[                  ]
Title:	[                  ]
AORT HOLDING COMPANY, INC., as a Subsidiary Guarantor
By:
Name:	[                  ]
Title:	[                  ]

6

CALIFORNIA PHARMACEUTICAL SERVICES, LLC, as a Subsidiary Guarantor
By:
Name:	[                  ]
Title:	[                  ]
FLORIDA PHARMACEUTICAL SERVICES, LLC, as a Subsidiary Guarantor
By:
Name:	[                  ]
Title:	[                  ]
GREENVILLE RADIATION CARE, INC., as a Subsidiary Guarantor
By:
	Name:	[                  ]
	Title:	[                  ]
IOWA PHARMACEUTICAL SERVICES, LLC, as a Subsidiary Guarantor
By:
	Name:	[                  ]
	Title:	[                  ]

7

MICHIGAN PHARMACEUTICAL SERVICES, LLC, as a Subsidiary Guarantor
By:
Name:	[                  ]
Title:	[                  ]
NEBRASKA PHARMACEUTICAL SERVICES, LLC, as a Subsidiary Guarantor
By:
Name:	[                  ]
Title:	[                  ]
NEW MEXICO PHARMACEUTICAL SERVICES, LLC, as a Subsidiary Guarantor
By:
Name:	[                  ]
Title:	[                  ]
NORTH CAROLINA PHARMACEUTICAL SERVICES, LLC, as a Subsidiary Guarantor
By:
Name:	[                  ]
Title:	[                  ]

8

PENNSYLVANIA PHARMACEUTICAL SERVICES, LLC, as a Subsidiary Guarantor
By:
Name:	[                  ]
Title:	[                  ]
PHYSICIAN RELIANCE HOLDINGS, LLC, as a Subsidiary Guarantor
By:
Name:	[                  ]
Title:	[                  ]
PHYSICIAN RELIANCE NETWORK, INC., as a Subsidiary Guarantor
By:
Name:	[                  ]
Title:	[                  ]
PHYSICIAN RELIANCE, L.P., as a Subsidiary Guarantor
By:
Name:	[                  ]
Title:	[                  ]

9

PRN PHYSICIAN RELIANCE, LLC, as a Subsidiary Guarantor
By:
Name:	[                  ]
Title:	[                  ]
RMCC CANCER CENTER, INC., as a Subsidiary Guarantor
By:
Name:	[                  ]
Title:	[                  ]
SELECTPLUS ONCOLOGY, LLC, as a Subsidiary Guarantor
By:
Name:	[                  ]
Title:	[                  ]
ST. LOUIS PHARMACEUTICAL SERVICES, LLC, as a Subsidiary Guarantor
By:
Name:	[                  ]
Title:	[                  ]

10

TEXAS PHARMACEUTICAL SERVICES, LLC, as a Subsidiary Guarantor
By:
Name:	[                  ]
Title:	[                  ]
TOPS PHARMACY SERVICES, INC., as a Subsidiary Guarantor
By:
Name:	[                  ]
Title:	[                  ]
US ONCOLOGY CORPORATE, INC., as a Subsidiary Guarantor
By:
Name:	[                  ]
Title:	[                  ]
US ONCOLOGY PHARMACEUTICAL SERVICES, LLC, as a Subsidiary Guarantor
By:
Name:	[                  ]
Title:	[                  ]

11

US ONCOLOGY RESEARCH, INC., as a Subsidiary Guarantor
By:
Name:	[                  ]
Title:	[                  ]
WASHINGTON PHARMACEUTICAL SERVICES, LLC, as a Subsidiary Guarantor
By:
Name:	[                  ]
Title:	[                  ]
LASALLE BANK NATIONAL ASSOCIATION, as Trustee
By:
Name:	[                  ]
Title:	[                  ]

12

EXHIBIT C

FORM OF SUPPLEMENTAL INDENTURE

SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”) dated as of                    , among [GUARANTOR] (the “New Subsidiary Guarantor”), a subsidiary of OILER ACQUISITION CORP. (or its successor), a Delaware corporation (the “Company”), [, on behalf of itself and the Subsidiary Guarantors (the “Existing Subsidiary Guarantors”) under the indenture referred to below,] and LASALLE BANK NATIONAL ASSOCIATION, a national banking association, as trustee under the indenture referred to below (the “Trustee”).

W I T N E S S E T H :

WHEREAS the Company has heretofore executed and delivered to the Trustee an Indenture (the “Indenture”) dated as of August 20, 2004, providing for the issuance of an aggregate principal amount of an unlimited amount of 9% Senior Notes due 2012 (the “Securities”);

WHEREAS Section 4.14 of the Indenture provides that under certain circumstances the Company is required to cause the New Subsidiary Guarantor to execute and deliver to the Trustee a supplemental indenture pursuant to which the New Subsidiary Guarantor shall unconditionally guarantee all the Company’s obligations under the Securities pursuant to a Subsidiary Guaranty on the terms and conditions set forth herein; and

WHEREAS pursuant to Section 9.01 of the Indenture, the Trustee, the Company and the Existing Subsidiary Guarantors are authorized to execute and deliver this Supplemental Indenture;

NOW THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt of which is hereby acknowledged, the New Subsidiary Guarantor, the Company, the Existing Subsidiary Guarantors and the Trustee mutually covenant and agree for the equal and ratable benefit of the holders of the Securities as follows:

1.  Agreement to Guarantee.  The New Subsidiary Guarantor hereby agrees, jointly and severally with all other Subsidiary Guarantors, to unconditionally guarantee the Company’s obligations under the Securities on the terms and subject to the conditions set forth in Article X of the Indenture and to be bound by all other applicable provisions of the Indenture.

2.  Ratification of Indenture; Supplemental Indentures Part of Indenture.  Except as expressly amended hereby, the Indenture is in all respects ratified and confirmed and all the terms, conditions and provisions thereof shall remain in full force and effect.  This Supplemental Indenture shall form a part of the Indenture for all

purposes, and every holder of Securities heretofore or hereafter authenticated and delivered shall be bound hereby.

3.  Governing Law.  THIS SUPPLEMENTAL INDENTURE SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.

4.  Trustee Makes No Representation.  The Trustee makes no representation as to the validity or sufficiency of this Supplemental Indenture.

5.  Counterparts.  The parties may sign any number of copies of this Supplemental Indenture.  Each signed copy shall be an original, but all of them together represent the same agreement.

6.  Effect of Headings.  The Section headings herein are for convenience only and shall not effect the construction thereof.

2

IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture to be duly executed as of the date first above written.

[NEW SUBSIDIARY GUARANTOR],
	by
		Name:
		Title:
OILER ACQUISITION CORP., [on behalf of itself and the existing subsidiary guarantors,]
	by
		Name:
		Title:
[EXISTING SUBSIDIARY GUARANTORS],
	by
		Name:
		Title:
LASALLE BANK NATIONAL ASSOCIATION, as trustee,
	by
		Name:
		Title:

3

EX-4.6

Exhibit 4.6

THIS FIRST SUPPLEMENTAL INDENTURE, dated as of August 20, 2004 (this “First Supplemental Indenture”), is by and among US Oncology, Inc., a Delaware corporation (“US Oncology”), each of the parties identified as a Subsidiary Guarantor on the signature pages hereto (each, a “Subsidiary Guarantor” and collectively, the “Subsidiary Guarantors”) and LaSalle Bank National Association, a national banking association, as trustee (the “Trustee”).

WITNESSETH

WHEREAS, Oiler Acquisition Corp. (the “Company”) and the Trustee are parties to an indenture dated as of August 20, 2004 (the “ Indenture”), providing for the issuance of the Company’s 9% Senior Notes due 2012 (the “Securities”);

WHEREAS, the Company has merged with and into US Oncology (the “Merger”);

WHEREAS, pursuant to Section 5.01 of the Indenture, US Oncology is assuming, by and under this First Supplemental Indenture, the Company’s obligations for the due and punctual payment of the principal of, premium, if any, and interest on all the Securities and the performance and observance of each covenant of the Indenture on the part of the Company to be performed or observed;

WHEREAS, pursuant to Section 11.06 of the Indenture, each Subsidiary Guarantor is unconditionally and irrevocably guaranteeing US Oncology’s obligations with respect to the Securities on the terms set forth in the Indenture; and

WHEREAS, pursuant to Section 9.01 of the Indenture, the Trustee is authorized to execute and deliver this First Supplemental Indenture.

NOW, THEREFORE, for and in consideration of the foregoing premises, it is mutually covenanted and agreed, for the equal and proportionate benefit of all Holders of the Securities, as follows:

1.Capitalized Terms. Capitalized terms used herein without definition shall have the meanings assigned to them in the Indenture.

2.Assumption by US Oncology. US Oncology hereby assumes the Company’s obligations for the due and punctual payment of the principal of, premium, if any, and interest on all outstanding Securities issued pursuant to the Indenture and the performance and observance of each other obligation and covenant set forth in the Indenture to be performed or observed on the part of the Company. US Oncology is hereby substituted for, and may exercise every right and power of, the Company under the Indenture with the same effect as if US Oncology had been named as the Company in the Indenture.

3.Notation on Securities. Securities authenticated and delivered after the date hereof may bear the following notation, which may be stamped or imprinted thereon:

“In connection with the merger of Oiler Acquisition Corp. (the “Company”) with and into US Oncology, Inc. (“US Oncology”) and pursuant to the First Supplemental Indenture dated as of August 20, 2004, US Oncology has assumed the Company’s obligations for the due and punctual payment of the principal of, premium, if any, and interest on this Security and the performance of each other obligation and covenant set forth in the Indenture to be performed or observed on the part of the Company.”

4.Agreements to Become Guarantors. Each of the Subsidiary Guarantors hereby unconditionally and irrevocably guarantees US Oncology’s obligations under the Securities and the Indenture on the terms and subject to the conditions set forth in Article XI of the Indenture and agree to be bound by all other provisions of the Indenture and the Securities applicable to a Subsidiary Guarantor therein.

5.Ratification of Indenture: First Supplemental Indenture Part of Indenture. Except as expressly amended hereby, the Indenture is in all respects ratified and confirmed and all the terms, conditions and provisions thereof shall remain in full force and effect. This First Supplemental Indenture shall form a part of the Indenture for all purposes, and every Holder of Securities heretofore or hereafter authenticated and delivered shall be bound hereby.

6.Notices. For purposes of Section 13.02 of the Indenture, the address for notices to US Oncology and each of the Subsidiary Guarantors shall be:

c/o US Oncology, Inc.
16825 Northchase Drive
Suite 1300
Houston, Texas 77060
Attention: General Counsel

7.Governing Law. This First Supplemental Indenture shall be governed by, and construed in accordance with, the laws of the State of New York.

8.Counterparts. The parties may sign any number of copies of this First Supplemental Indenture. Each signed copy shall be an original, but all of them together shall represent the same agreement.

9.Effect of Headings. The section headings herein are for convenience only and shall not affect the construction hereof.

10.The Trustee. The Trustee shall not be responsible in any manner whatsoever for or in respect of the validity or sufficiency of this First Supplemental Indenture or for or in respect of the recitals contained herein, all of which recitals are made solely by US Oncology and the Subsidiary Guarantors.

IN WITNESS WHEREOF, the parties hereto have caused this First Supplemental Indenture to be duly executed, all as of the date first above written.

US ONCOLOGY, INC.
By:	/s/ Bruce Broussard
Name:	Bruce Broussard
Title:	Chief Financial Officer
ALABAMA PHARMACEUTICAL SERVICES, LLC, as a Subsidiary Guarantor
By:	/s/ Bruce Broussard
Name:	Bruce Broussard
Title:	Manager
AOR HOLDING COMPANY OF INDIANA, INC., as a Subsidiary Guarantor
By:	/s/ Bruce Broussard
Name:	Bruce Broussard
Title:	Vice President

AOR MANAGEMENT COMPANY OF ARIZONA, INC., as a Subsidiary Guarantor
By:	/s/ Bruce Broussard
Name:	Bruce Broussard
Title:	Vice President
AOR MANAGEMENT COMPANY OF INDIANA, INC., as a Subsidiary Guarantor
By:	/s/ Bruce Broussard
Name:	Bruce Broussard
Title:	Vice President
AOR MANAGEMENT COMPANY OF MISSOURI, INC., as a Subsidiary Guarantor
By:	/s/ Bruce Broussard
Name:	Bruce Broussard
Title:	Vice President
AOR MANAGEMENT COMPANY OF OKLAHOMA, INC., as a Subsidiary Guarantor
By:	/s/ Bruce Broussard
Name:	Bruce Broussard
Title:	Vice President

AOR MANAGEMENT COMPANY OF PENNSYLVANIA, INC., as a Subsidiary Guarantor
By:	/s/ Bruce Broussard
Name:	Bruce Broussard
Title:	Vice President
AOR MANAGEMENT COMPANY OF TEXAS, INC., as a Subsidiary Guarantor
By:	/s/ Bruce Broussard
Name:	Bruce Broussard
Title:	Vice President
AOR MANAGEMENT COMPANY OF VIRGINIA, INC., as a Subsidiary Guarantor
By:	/s/ Bruce Broussard
Name:	Bruce Broussard
Title:	Vice President
AOR REAL ESTATE, INC., as a Subsidiary Guarantor
By:	/s/ Bruce Broussard
Name:	Bruce Broussard
Title:	Vice President

AOR OF INDIANA MANAGEMENT PARTNERSHIP, as a Subsidiary Guarantor
	By:	AOR MANAGEMENT COMPANY OF INDIANA, INC.
	Its:	General Partner
	By:	/s/ Bruce Broussard
	Name:	Bruce Broussard
	Title:	Vice President
	and
	By:	AOR HOLDING COMPANY OF INDIANA, INC.
	Its:	General Partner
	By:	/s/ Bruce Broussard
	Name:	Bruce Broussard
	Title:	Vice President
AOR OF TEXAS MANAGEMENT LIMITED PARTNERSHIP, as a Subsidiary Guarantor
	By:	AOR MANAGEMENT COMPANY OF TEXAS, INC.
	Its:	General Partner
	By:	/s/ Bruce Broussard
	Name:	Bruce Broussard
	Title:	Vice President

AOR SYNTHETIC REAL ESTATE, INC., as a Subsidiary Guarantor
By:	/s/ Bruce Broussard
Name:	Bruce Broussard
Title:	Vice President
AORT HOLDING COMPANY, INC., as a Subsidiary Guarantor
By:	/s/ Bruce Broussard
Name:	Bruce Broussard
Title:	Vice President
CALIFORNIA PHARMACEUTICAL SERVICES, LLC, as a Subsidiary Guarantor
By:	/s/ Bruce Broussard
Name:	Bruce Broussard
Title:	Manager
FLORIDA PHARMACEUTICAL SERVICES, LLC, as a Subsidiary Guarantor
By:	/s/ Bruce Broussard
Name:	Bruce Broussard
Title:	Manager

GREENVILLE RADIATION CARE, INC., as a Subsidiary Guarantor
By:	/s/ Bruce Broussard
Name:	Bruce Broussard
Title:	Vice President
IOWA PHARMACEUTICAL SERVICES, LLC, as a Subsidiary Guarantor
By:	/s/ Bruce Broussard
Name:	Bruce Broussard
Title:	Manager
MICHIGAN PHARMACEUTICAL SERVICES, LLC, as a Subsidiary Guarantor
By:	/s/ Bruce Broussard
Name:	Bruce Broussard
Title:	Manager
NEBRASKA PHARMACEUTICAL SERVICES, LLC, as a Subsidiary Guarantor
By:	/s/ Bruce Broussard
Name:	Bruce Broussard
Title:	Manager

NEW MEXICO PHARMACEUTICAL SERVICES, LLC, as a Subsidiary Guarantor
By:	/s/ Bruce Broussard
Name:	Bruce Broussard
Title:	Manager
NORTH CAROLINA PHARMACEUTICAL SERVICES, LLC, as a Subsidiary Guarantor
By:	/s/ Bruce Broussard
Name:	Bruce Broussard
Title:	Manager
PENNSYLVANIA PHARMACEUTICAL SERVICES, LLC, as a Subsidiary Guarantor
By:	/s/ Bruce Broussard
Name:	Bruce Broussard
Title:	Manager
PHYSICIAN RELIANCE HOLDINGS, LLC, as a Subsidiary Guarantor
By:	/s/ Bruce Broussard
Name:	Bruce Broussard
Title:	Manager

PHYSICIAN RELIANCE NETWORK, INC., as a Subsidiary Guarantor
By:	/s/ Bruce Broussard
Name:	Bruce Broussard
Title:	Vice President
RMCC CANCER CENTER, INC., as a Subsidiary Guarantor
By:	/s/ Bruce Broussard
Name:	Bruce Broussard
Title:	Vice President
SELECTPLUS ONCOLOGY, LLC, as a Subsidiary Guarantor
By:	/s/ Bruce Broussard
Name:	Bruce Broussard
Title:	Manager
ST. LOUIS PHARMACEUTICAL SERVICES, LLC, as a Subsidiary Guarantor
By:	/s/ Bruce Broussard
Name:	Bruce Broussard
Title:	Manager

TEXAS PHARMACEUTICAL SERVICES, LLC, as a Subsidiary Guarantor
By:	/s/ Bruce Broussard
Name:	Bruce Broussard
Title:	Manager
TOPS PHARMACY SERVICES, INC., as a Subsidiary Guarantor
By:	/s/ Bruce Broussard
Name:	Bruce Broussard
Title:	Vice President
US ONCOLOGY CORPORATE, INC., as a Subsidiary Guarantor
By:	/s/ Bruce Broussard
Name:	Bruce Broussard
Title:	Vice President
US ONCOLOGY PHARMACEUTICAL SERVICES, LLC, as a Subsidiary Guarantor
By:	/s/ Bruce Broussard
Name:	Bruce Broussard
Title:	Manager

US ONCOLOGY RESEARCH, INC, as a Subsidiary Guarantor
By:	/s/ Bruce Broussard
Name:	Bruce Broussard
Title:	Vice President
WASHINGTON PHARMACEUTICAL SERVICES, LLC, as a Subsidiary Guarantor
By:	/s/ Bruce Broussard
Name:	Bruce Broussard
Title:	Manager

PHYSICIAN RELIANCE, L.P., as a Subsidiary Guarantor
	By:	PRN Physician Reliance, LLC
	Its:	General Partner
	By:	/s/ Bruce Broussard
	Name:	Bruce Broussard
	Title:	Manager
PRN PHYSICIAN RELIANCE, LLC, as a Subsidiary Guarantor
	By:	/s/ Bruce Broussard
	Name:	Bruce Broussard
	Title:	Manager

LASALLE BANK NATIONAL ASSOCIATION, as Trustee
By:	/s/ Vernita L Anderson
Name:	VERNITA L ANDERSON
Title:	Assistant Vice President

EX-4.7

Exhibit 4.7

OILER ACQUISITION CORP.

10 3/4% Senior Subordinated Notes Due 2014

INDENTURE

DATED AS OF AUGUST 20, 2004

LASALLE BANK NATIONAL ASSOCIATION

Trustee

TABLE OF CONTENTS

SECTION 1.02. Other Definitions.

SECTION 1.03. Incorporation by Reference of Trust Indenture Act

SECTION 1.04. Rules of Construction

ARTICLE II

The Securities

SECTION 2.01. Amount of Securities; Issuable in Series

SECTION 2.02. Form and Dating

SECTION 2.03. Execution and Authentication

SECTION 2.04. Registrar and Paying Agent

SECTION 2.05. Paying Agent To Hold Money in Trust

SECTION 2.06. Securityholder Lists

SECTION 2.07. Replacement Securities

SECTION 2.08. Outstanding Securities

SECTION 2.09. Temporary Securities

SECTION 2.10. Cancelation

SECTION 2.11. Defaulted Interest

SECTION 2.12. CUSIP Numbers

ARTICLE III

Redemption

SECTION 3.01. Notices to Trustee

SECTION 3.02. Selection of Securities To Be Redeemed

SECTION 3.03. Notice of Redemption

SECTION 3.04. Effect of Notice of Redemption

SECTION 3.05. Deposit of Redemption Price

SECTION 3.06. Securities Redeemed in Part

i

ARTICLE IV

Covenants

SECTION 4.01. Payment of Securities

SECTION 4.02. Reports

SECTION 4.03. Limitation on Debt

SECTION 4.04. Limitation on Restricted Payments

SECTION 4.05. Limitation on Issuance or Sale of Capital Stock of Restricted Subsidiaries

SECTION 4.06. Limitation on Asset Sales

SECTION 4.07. Limitation on Restrictions on Distributions from Restricted Subsidiaries

SECTION 4.08. Limitation on Transactions with Affiliates

SECTION 4.09. Limitation on Layered Debt

SECTION 4.10. Designation of Restricted and Unrestricted Subsidiaries

SECTION 4.11. Limitation on Company’s Business

SECTION 4.12. Change of Control

SECTION 4.13. Future Subsidiary Guarantors

SECTION 4.14. Further Instruments and Acts

ARTICLE V

Successor Company

SECTION 5.01. When Company May Merge or Transfer Assets.

SECTION 5.02. When a Subsidiary Guarantor May Merge or Transfer Assets

SECTION 5.03. Surviving Person

ARTICLE VI

Defaults and Remedies

SECTION 6.01. Events of Default

SECTION 6.02. Acceleration

SECTION 6.03. Other Remedies

SECTION 6.04. Waiver of Past Defaults

SECTION 6.05. Control by Majority

SECTION 6.06. Limitation on Suits

SECTION 6.07. Rights of Holders to Receive Payment

SECTION 6.08. Collection Suit by Trustee

SECTION 6.09. Trustee May File Proofs of Claim

SECTION 6.10. Priorities

SECTION 6.11. Undertaking for Costs

SECTION 6.12. Waiver of Stay or Extension Laws

ARTICLE VII

Trustee

SECTION 7.01. Duties of Trustee

ii

SECTION 7.02. Rights of Trustee

SECTION 7.03. Individual Rights of Trustee

SECTION 7.04. Trustee’s Disclaimer

SECTION 7.05. Notice of Defaults

SECTION 7.06. Reports by Trustee to Holders

SECTION 7.07. Compensation and Indemnity

SECTION 7.08. Replacement of Trustee

SECTION 7.09. Successor Trustee by Merger

SECTION 7.10. Eligibility; Disqualification

SECTION 7.11. Preferential Collection of Claims Against Company

ARTICLE VIII

Discharge of Indenture; Defeasance

SECTION 8.01. Discharge of Liability on Securities; Defeasance

SECTION 8.02. Conditions to Defeasance

SECTION 8.03. Application of Trust Money

SECTION 8.04. Repayment to Company

SECTION 8.05. Indemnity for Government Obligations

SECTION 8.06. Reinstatement

ARTICLE IX

Amendments

SECTION 9.01. Without Consent of Holders

SECTION 9.02. With Consent of Holders

SECTION 9.03. Compliance with Trust Indenture Act

SECTION 9.04. Revocation and Effect of Consents and Waivers

SECTION 9.05. Notation on or Exchange of Securities

SECTION 9.06. Trustee To Sign Amendments

SECTION 9.07. Payment for Consent

ARTICLE X

Subordination

SECTION 10.01. Agreement To Subordinate

SECTION 10.02. Liquidation, Dissolution, Bankruptcy

SECTION 10.03. Default on Senior Debt

SECTION 10.04. Acceleration of Payment of Securities

SECTION 10.05. When Distribution Must Be Paid Over

SECTION 10.06. Subrogation

SECTION 10.07. Relative Rights

iii

SECTION 10.08. Subordination May Not Be Impaired by Company

SECTION 10.09. Rights of Trustee and Paying Agent

SECTION 10.10. Distribution or Notice to Representative

SECTION 10.11. Article X Not To Prevent Events of Default or Limit Right To Accelerate

SECTION 10.12. Trust Moneys Not Subordinated

SECTION 10.13. Trustee Entitled To Rely

SECTION 10.14. Trustee To Effectuate Subordination

SECTION 10.15. Trustee Not Fiduciary for Holders of Senior Debt

SECTION 10.16. Reliance by Holders of Senior Debt on Subordination Provisions

ARTICLE XI

Subsidiary Guarantees

SECTION 11.01. Subsidiary Guarantees

SECTION 11.02. Contribution

SECTION 11.03. Successors and Assigns

SECTION 11.04. No Waiver

SECTION 11.05. Modification

SECTION 11.06. Execution of Supplemental Indenture for Future Subsidiary Guarantors

SECTION 11.07. Limitation on Liability

SECTION 11.08. Release of Subsidiary Guarantor

ARTICLE XII

Subordination of Subsidiary Guarantees

SECTION 12.01. Agreement To Subordinate

SECTION 12.02. Liquidation, Dissolution, Bankruptcy

SECTION 12.03. Default on Senior Debt of Subsidiary Guarantor

SECTION 12.04. Demand for Payment

SECTION 12.05. When Distribution Must Be Paid Over

SECTION 12.06. Subrogation

SECTION 12.07. Relative Rights

SECTION 12.08. Subordination May Not Be Impaired by Subsidiary Guarantor

SECTION 12.09. Rights of Trustee and Paying Agent

SECTION 12.10. Distribution or Notice to Representative

SECTION 12.11. Article XII Not To Prevent Events of Default Under a Subsidiary Guaranty or Limit Right To Demand Payment

SECTION 12.12. Trustee Entitled To Rely

SECTION 12.13. Trustee To Effectuate Subordination

SECTION 12.14. Trustee Not Fiduciary for Holders of Senior Debt of Subsidiary Guarantor

SECTION 12.15. Reliance by Holders of Senior Debt on Subordination Provisions

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ARTICLE XIII

Miscellaneous

SECTION 13.01. Trust Indenture Act Controls

SECTION 13.02. Notices

SECTION 13.03. Communication by Holders with Other Holders

SECTION 13.04. Certificate and Opinion as to Conditions Precedent

SECTION 13.05. Statements Required in Certificate or Opinion

SECTION 13.06. When Securities Disregarded

SECTION 13.07. Rules by Trustee, Paying Agent and Registrar

SECTION 13.08. Legal Holidays

SECTION 13.09. Governing Law

SECTION 13.10. No Recourse Against Others

SECTION 13.11. Successors

SECTION 13.12. Multiple Originals

SECTION 13.13. Table of Contents; Headings

Appendix A -	Provisions Relating to Initial Securities and Exchange Securities
	Exhibit 1 to Appendix A - Form of Initial Security
Exhibit A -	Form of Exchange Security
Exhibit B -	Form of First Supplemental Indenture
Exhibit C -	Form of Supplemental Indenture

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CROSS-REFERENCE TABLE

Trust Note Indenture Act Section	Indenture Section
Section 310 (a)(1)	7.10
(a)(2)	7.10
(a)(3)	N.A.
(a)(4)	N.A.
(b)	7.08; 7.10
(c)	N.A.
Section 311 (a)	7.11
(b)	7.11
(c)	N.A.
Section 312 (a)	2.06
(b)	13.03
(c)	13.03
Section 313 (a)	7.06
(b)(1)	N.A.
(b)(2)	7.06
(c)	13.02
(d)	7.06
Section 314 (a)	4.02; 13.02
(b)	N.A.
(c)(1)	13.04
(c)(2)	13.04
(c)(3)	N.A.
(d)	N.A.
(e)	13.05
(f)	N.A.
Section 315 (a)	7.01
(b)	7.05; 13.02
(c)	7.01
(d)	7.01
(e)	6.11
Section 316 (a) (last sentence)	13.06
(a)(1)(A)	6.05
(a)(1)(B)	6.04
(a)(2)	N.A.
(b)	6.07
(c)	9.04
Section 317 (a)(1)	6.08
(a)(2)	6.09
(b)	2.05
Section 318 (a)	13.01
(b)	N.A.
(c)	13.01
N.A. Means Not Applicable.

Note:  This Cross-Reference Table shall not, for any purposes, be deemed to be part of this Indenture.

vi

INDENTURE dated as of August 20, 2004, between Oiler Acquisition Corp., a Delaware corporation (the “Company”) and LaSalle Bank National Association, a national banking association, as Trustee (the “Trustee”).

Each party agrees as follows for the benefit of the other party and for the equal and ratable benefit of the Holders of the Company’s 10 3/4% Senior Subordinated Notes due 2014, to be issued, from time to time, in one or more series as in this Indenture provided (the “Initial Securities”) and, if and when issued pursuant to a registered or private exchange for the Initial Securities, the Company’s 10 3/4% Senior Subordinated Notes due 2014 (the “Exchange Securities” and, together with the Initial Securities, the “Securities”):

ARTICLE I

Definitions and Incorporation by Reference

SECTION 1.01.  Definitions.

“Additional Assets” means:

(a) any Property (other than cash, cash equivalents and securities) to be owned by the Company or any Restricted Subsidiary and used in a Related Business; or

(b) Capital Stock of a Person that becomes a Restricted Subsidiary as a result of the acquisition of such Capital Stock by the Company or another Restricted Subsidiary from any Person other than the Company or an Affiliate of the Company; or

(c) Capital Stock constituting a minority interest in any Person that at such time is a Restricted Subsidiary;

provided, however, that, in the case of clause (b) or (c), such Restricted Subsidiary is primarily engaged in a Related Business.

“Affiliate” of any specified Person means any other Person directly or indirectly controlling or controlled by or under direct or indirect common control with such specified Person.  For the purposes of this definition, “control” when used with respect to any Person means the power to direct the management and policies of such Person, directly or indirectly, whether through the ownership of voting securities, by contract or otherwise; and the terms “controlling” and “controlled” have meanings correlative to the foregoing.  For purposes of Sections 4.04, 4.06 and 4.08 and the definition of “Additional Assets” only, “Affiliate” shall also mean any beneficial owner of shares representing 10% or more of the total voting power of the Voting Stock (on a fully diluted basis) of the Company or of rights or warrants to purchase such Voting

Stock (whether or not currently exercisable) and any Person who would be an Affiliate of any such beneficial owner pursuant to the first sentence hereof.

“Asset Sale” means any sale, lease, transfer, issuance or other disposition (or series of related sales, leases, transfers, issuances or dispositions) by the Company or any Restricted Subsidiary, including any disposition by means of a merger, consolidation or similar transaction (each referred to for the purposes of this definition as a “disposition”), of

(a) any shares of Capital Stock of a Restricted Subsidiary (other than directors’ qualifying shares),

(b) all or substantially all the properties and assets of any division or line of business of the Company or any Restricted Subsidiary, or

(c) any other assets of the Company or any Restricted Subsidiary outside of the ordinary course of business of the Company or such Restricted Subsidiary,

other than, in the case of clause (a), (b) or (c) above,

(1)  any disposition by a Restricted Subsidiary to the Company or by the Company or a Restricted Subsidiary to a Wholly Owned Restricted Subsidiary,

(2)  for purposes of Section 4.06 only, any disposition that constitutes a Permitted Investment or Restricted Payment permitted by Section 4.04,

(3)  any disposition effected in compliance with Article V,

(4)  sales or grants of licenses or sublicenses to use the patents, trade secrets, know-how and other intellectual property of the Company or the Restricted Subsidiaries to the extent such license does not interfere with the business of the Company or any Restricted Subsidiary,

(5)  any exchange of tangible assets with a Fair Market Value of less than $25,000,000 for like-kind tangible assets to be used in connection with a Related Business, but only to the extent that such exchange qualifies for nonrecognition of gain or loss under Section 1031 of the Code,

(6)  any disposition of cash or Temporary Cash Investments,

(7)  any sale or disposition deemed to occur in connection with creating or granting any Liens,

(8)  any surrender or waiver of contract rights or the settlement, release or surrender of any contract, tort or other claim of any kind,

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(9)  the sale or discount, in each case, in the ordinary course and without recourse, of accounts receivable arising in the ordinary course of business, but only in connection with the compromise or collection thereof,

(10)  any sale or disposition of obsolete inventory or worn out assets permitted pursuant to this Indenture, and

(11)  a disposition of assets with a Fair Market Value of less than $2,500,000.

“Attributable Debt” in respect of a Sale and Leaseback Transaction means, at any date of determination,

(a) if such Sale and Leaseback Transaction is a Capital Lease Obligation, the amount of Debt represented thereby according to the definition of “Capital Lease Obligation”, and

(b) in all other instances, the present value (discounted at the interest rate borne by the Securities, compounded annually) of the total obligations of the lessee for rental payments during the remaining term of the lease included in such Sale and Leaseback Transaction (including any period for which such lease has been extended).

“Average Life” means, as of any date of determination, with respect to any Debt or Preferred Stock, the quotient obtained by dividing:

(a)  the sum of the product of the number of years (rounded to the nearest one-twelfth of one year) from the date of determination to the dates of each successive scheduled principal payment of such Debt or redemption or similar payment with respect to such Preferred Stock multiplied by the amount of such payment by

(b)  the sum of all such payments.

“Board of Directors” means the Board of Directors of the Company or any committee thereof duly authorized to act on behalf of such board.

“Board Resolution” means a copy of a resolution certified by the Secretary or an Assistant Secretary of the Company to have been duly adopted by the Board of Directors and to be in full force and effect on the date of such certification.

“Business Day” means each day which is not a Legal Holiday.

“Capital Lease Obligations” means any obligation under a lease that is required to be capitalized for financial reporting purposes in accordance with GAAP; and the amount of Debt represented by such obligation shall be the capitalized amount of such obligations determined in accordance with GAAP; and the Stated Maturity thereof shall be the date of the last payment of rent or any other amount due under such lease

3

prior to the first date upon which such lease may be terminated by the lessee without payment of a penalty.

“Capital Stock” means, with respect to any Person, any shares or other equivalents (however designated) of any class of corporate stock or partnership interests or any other participations, rights, warrants, options or other interests in the nature of an equity interest in such Person, including Preferred Stock, but excluding any debt security convertible or exchangeable into such equity interest.

“Capital Stock Sale Proceeds” means the aggregate cash proceeds received by the Company from the issuance or sale (other than to a Subsidiary of the Company or an employee stock ownership plan or trust established by the Company or any such Subsidiary for the benefit of their employees) by the Company of its Capital Stock (other than Disqualified Stock) after the Issue Date, net of attorneys’ fees, accountants’ fees, underwriters’ or placement agents’ fees, discounts or commissions and brokerage, consultant and other fees actually incurred in connection with such issuance or sale and net of taxes paid or payable as a result thereof.

“Change of Control” means the occurrence of any of the following events:

(a) prior to the earlier to occur of (i) the first public equity offering of common stock of Parent or (ii) the first public equity offering of common stock of the Company, the Permitted Holders cease to be the “beneficial owners” (as defined in Rule 13d-3 under the Exchange Act, except that a Person will be deemed to have “beneficial ownership” of all shares that any such Person has the right to acquire, whether such right is exercisable immediately or only after the passage of time), directly or indirectly, of a majority of the total voting power of the Voting Stock of Parent or the Company, whether as a result of the issuance of securities of Parent or the Company, any merger, consolidation, liquidation or dissolution of Parent or the Company, any direct or indirect transfer of securities by Parent, the Permitted Holders or otherwise (for purposes of this clause (a), the Permitted Holders will be deemed to beneficially own any Voting Stock of a Person (the “specified person”) held by any other Person (the “parent entity”) so long as the Permitted Holders beneficially own, directly or indirectly, in the aggregate a majority of the total voting power of the Voting Stock such parent entity);

(b) on or after the earlier to occur of (i) the first public equity offering of common stock of Parent or (ii) the first public equity offering of common stock of the Company, if any “person” or “group” (as such terms are used in Sections 13(d) and 14(d) of the Exchange Act or any successor provisions to either of the foregoing), including any group acting for the purpose of acquiring, holding, voting or disposing of securities within the meaning of Rule 13d-5(b)(1) under the Exchange Act, other than any one or more of the Permitted Holders, becomes the “beneficial owner” (as defined in clause (a) above), directly or indirectly, of 35% or more of the total voting power of the Voting Stock of the Company; provided, however, that the Permitted Holders are the “beneficial

4

owners” (as defined in clause (a) above), directly or indirectly, in the aggregate of a lesser percentage of the total voting power of the Voting Stock of the Company than such other person or group and do not have the right or ability by voting power, contract or otherwise to elect or designate for election a majority of the Board of Directors of the Company (for purposes of this clause (b), such person or group shall be deemed to beneficially own any Voting Stock of a specified person held by a parent entity, so long as such person or group beneficially owns, directly or indirectly, in the aggregate a majority of the total voting power of the Voting Stock of such parent entity and the Permitted Holders, directly or indirectly, do not have the right or ability by voting power, contract or otherwise to elect or designate for election a majority of the board of directors of such parent entity);

(c) the sale, lease transfer or other conveyance, in one or a series of related transactions, of all or substantially all of the assets of the Company and its Subsidiaries, taken as a whole, to any Person other than one or more Permitted Holders;

(d) during any period of two consecutive calendar years, individuals who at the beginning of such period constituted the Board of Directors or the Parent Board (together with any new directors whose election or appointment by such Board of Directors or the Parent Board or whose nomination for election by the shareholders of the Company or Parent was approved by (i) a vote of not less than a majority of the directors then still in office who were either directors at the beginning of such period or whose election or nomination for election was previously so approved or (ii) Permitted Holders) cease for any reason to constitute a majority of the Board of Directors or the Parent Board then in office, provided that for purposes of this clause (d), the terms “Board of Directors” and “Parent Board” shall not include any committee thereof; or

(e) the shareholders of the Company shall have approved any plan of liquidation or dissolution of the Company.

“Code” means the Internal Revenue Code of 1986, as amended.

“Company” means the party named as such in this Indenture until a successor replaces it pursuant to the applicable provisions hereof and, thereafter, means the successor and, for purposes of any provision contained herein and required by the TIA, each other obligor on the indenture securities.

“Consolidated Interest Coverage Ratio” means, as of any date of determination, the ratio of:

(a) the aggregate amount of EBITDA for the most recent four consecutive fiscal quarters for which internal financial statements of the Company are then available to

(b) Consolidated Interest Expense for such four fiscal quarters;

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provided, however, that:

(1)  if

(A)  since the beginning of such period the Company or any Restricted Subsidiary has Incurred any Debt that remains outstanding or Repaid any Debt, or

(B)  the transaction giving rise to the need to calculate the Consolidated Interest Coverage Ratio is an Incurrence or Repayment of Debt,

Consolidated Interest Expense for such period shall be calculated after giving effect on a pro forma basis to such Incurrence or Repayment as if such Debt was Incurred or Repaid on the first day of such period, provided that, in the event of any such Repayment of Debt, EBITDA for such period shall be calculated as if the Company or such Restricted Subsidiary had not earned any interest income actually earned during such period in respect of the funds used to Repay such Debt, and

(2)  if

(A)  since the beginning of such period the Company or any Restricted Subsidiary shall have made one or more Asset Sales with an aggregate Fair Market Value equal to or in excess of $10,000,000 or an Investment (by merger or otherwise) in any Restricted Subsidiary (or any Person which becomes a Restricted Subsidiary) or an acquisition of Property which constitutes all or substantially all of an operating unit of a business,

(B)  the transaction giving rise to the need to calculate the Consolidated Interest Coverage Ratio is such an Asset Sale, Investment or acquisition, or

(C)  since the beginning of such period any Person (that subsequently became a Restricted Subsidiary or was merged with or into the Company or any Restricted Subsidiary since the beginning of such period) shall have made such an Asset Sale, Investment or acquisition,

EBITDA for such period shall be calculated after giving pro forma effect to such Asset Sales, Investments or acquisitions as if such Asset Sales, Investments or acquisitions occurred on the first day of such period.

If any Debt bears a floating rate of interest and is being given pro forma effect, the interest expense on such Debt shall be calculated as if the base interest rate in effect for such floating rate of interest on the date of determination had been the applicable base interest rate for the entire period (taking into account any Interest Rate

6

Agreement applicable to such Debt if such Interest Rate Agreement has a remaining term in excess of 12 months).  In the event the Capital Stock of any Restricted Subsidiary is sold during the period, the Company shall be deemed, for purposes of clause (1) above, to have Repaid during such period the Debt of such Restricted Subsidiary to the extent the Company and its continuing Restricted Subsidiaries are no longer liable for such Debt after such sale.

“Consolidated Interest Expense” means, for any period, the total interest expense of the Company and its consolidated Restricted Subsidiaries (less, to the extent included in such total interest expense, financing fees relating to the Transactions), plus, to the extent not included in such total interest expense, and to the extent Incurred by the Company or its Restricted Subsidiaries,

(a) interest expense attributable to leases constituting part of a Sale and Leaseback Transaction and to Capital Lease Obligations,

(b) amortization of debt discount and debt issuance costs, including commitment fees (other than amortization of deferred financing fees relating to the Transactions),

(c) capitalized interest,

(d) non-cash interest expense,

(e) commissions, discounts and other fees and charges owed with respect to letters of credit and bankers’ acceptance financing,

(f) net payments pursuant to Hedging Obligations,

(g) Disqualified Stock Dividends,

(h) Preferred Stock Dividends,

(i) interest Incurred in connection with Investments in discontinued operations,

(j) interest accruing on any Debt of any other Person to the extent such Debt is Guaranteed by, or secured by the assets of, the Company or any Restricted Subsidiary (other than interest accruing on any Debt of any Permitted Joint Venture that is Guaranteed by, or secured by the assets of, the Company or any Restricted Subsidiary; provided, however, that such interest shall be included in “Consolidated Interest Expense” if either (A) such Debt is in default or (B) the Company or any Restricted Subsidiary has ever previously made any payment of interest or principal in respect of such Debt), and

(k) the cash contributions to any employee stock ownership plan or similar trust to the extent such contributions are used by such plan or trust to pay interest

7

or fees to any Person (other than the Company) in connection with Debt Incurred by such plan or trust.

“Consolidated Net Income” means, for any period, the net income (loss) of the Company and its consolidated Subsidiaries; provided, however, that there shall not be included in such Consolidated Net Income:

(a) any net income (loss) of any Person (other than the Company) if such Person is not a Restricted Subsidiary, except that, subject to the exclusion contained in clause (c) below, to the extent such cash has not previously been included in Consolidated Net Income, Consolidated Net Income shall be increased by the aggregate amount of cash distributed by such Person during such period to the Company or a Restricted Subsidiary as a dividend or other distribution (subject, in the case of a dividend or other distribution to a Restricted Subsidiary, to the limitations contained in clause (b) below),

(b) any net income (loss) of any Restricted Subsidiary if such Restricted Subsidiary is subject to restrictions, directly or indirectly, on the payment of dividends or the making of distributions, directly or indirectly, to the Company, except that:

(1)  subject to the exclusion contained in clause (c) below, to the extent such cash has not previously been included in Consolidated Net Income, Consolidated Net Income shall be increased by the aggregate amount of cash distributed by such Restricted Subsidiary during such period to the Company or another Restricted Subsidiary as a dividend or other distribution (subject, in the case of a dividend or other distribution to another Restricted Subsidiary, to the limitation contained in this clause), and

(2)  the Company’s equity in a net loss of any such Restricted Subsidiary for such period shall be included in determining such Consolidated Net Income,

(c) any gain or loss realized upon the sale or other disposition of any Property of the Company or any of its consolidated Subsidiaries (including pursuant to any Sale and Leaseback Transaction) that is not sold or otherwise disposed of in the ordinary course of business,

(d) any extraordinary gain or loss,

(e) the cumulative effect of a change in accounting principles,

(f) any non-cash compensation expense realized for grants of performance shares, stock options or other rights to officers, directors and employees of the Company or any Restricted Subsidiary, provided that such shares, options or other rights can be redeemed at the option of the holder only for Capital Stock of the Company (other than Disqualified Stock),

8

(g) any non-cash impairment charges resulting from the application of Statements of Financial Accounting Standards No. 142 and No. 144; provided, however, that such charge is not attributable to the exiting of any market served by the Company or its affiliated physicians,

(h) any net after-tax gains or losses attributable to the early extinguishment of Debt,

(i) charges resulting from inventory purchase accounting adjustments resulting from the Transactions, and

(j) any net income (or loss) of any Person acquired by the Company or a Subsidiary in a pooling of interests transaction for any period prior to the date of such acquisition.

Notwithstanding the foregoing, for purposes of Section 4.04 only, there shall be excluded from Consolidated Net Income any dividends, repayments of loans or advances or other transfers of assets from Unrestricted Subsidiaries to the Company or a Restricted Subsidiary to the extent such dividends, repayments or transfers increase the amount of Restricted Payments permitted under such covenant pursuant to clause (c)(4) thereof.

“Credit Facilities” means, with respect to the Company or any Restricted Subsidiary, one or more debt or commercial paper facilities with banks or other institutional lenders (including the Senior Credit Agreement to be entered into on the Issue Date among the Company, Parent, the Subsidiary Guarantors, JPMorgan Chase Bank, as administrative agent and collateral agent, Wachovia Bank, National Association, as syndication agent, Citigroup North America, Inc., as documentation agent, and the other lenders party thereto) providing for revolving credit loans, term loans, receivables or inventory financing (including through the sale of receivables or inventory to such lenders or to special purpose, bankruptcy remote entities formed to borrow from such lenders against such receivables or inventory) or trade letters of credit, in each case together with any Refinancings thereof by a lender or syndicate of lenders.

“Currency Exchange Protection Agreement” means, in respect of a Person, any foreign exchange contract, currency swap agreement, currency option or other similar agreement or arrangement designed to protect such Person against fluctuations in currency exchange rates.

“Debt” means, with respect to any Person on any date of determination (without duplication):

(a) the principal of and premium (if any) in respect of:

(1)  debt of such Person for money borrowed, and

(2)  debt evidenced by notes, debentures, bonds or other similar instruments for the payment of which such Person is responsible or liable;

9

(b) all Capital Lease Obligations of such Person and all Attributable Debt in respect of Sale and Leaseback Transactions entered into by such Person;

(c) all obligations of such Person issued or assumed as the deferred purchase price of Property, all conditional sale obligations of such Person and all obligations of such Person under any title retention agreement (but excluding trade accounts payable arising in the ordinary course of business);

(d) all obligations of such Person for the reimbursement of any obligor on any letter of credit, banker’s acceptance or similar credit transaction (other than obligations with respect to letters of credit securing obligations (other than obligations described in (a) through (c) above) entered into in the ordinary course of business of such Person to the extent such letters of credit are not drawn upon or, if and to the extent drawn upon, such drawing is reimbursed no later than the fifth Business Day following receipt by such Person of a demand for reimbursement following payment on the letter of credit);

(e) the amount of all obligations of such Person with respect to the Repayment of any Disqualified Stock or, with respect to any Subsidiary of such Person, any Preferred Stock (but excluding, in each case, any accrued dividends);

(f) all obligations of the type referred to in clauses (a) through (e) of other Persons and all dividends of other Persons for the payment of which, in either case, such Person is responsible or liable, directly or indirectly, as obligor, guarantor or otherwise, including by means of any Guarantee;

(g) all obligations of the type referred to in clauses (a) through (f) of other Persons secured by any Lien on any Property of such Person (whether or not such obligation is assumed by such Person), the amount of such obligation being deemed to be the lesser of the value of such Property or the amount of the obligation so secured; and

(h) to the extent not otherwise included in this definition, Hedging Obligations of such Person.

Notwithstanding the foregoing, in connection with the purchase by the Company or any Restricted Subsidiary of any business, the term “Debt” will exclude post-closing payment adjustments to which the seller may become entitled to the extent such payment is determined by a final closing balance sheet or such payment depends on the performance of such business after the closing; provided, however, that, at the time of closing, the amount of any such payment is not determinable and, to the extent such payment thereafter becomes fixed and determined, the amount is paid within 30 days thereafter.

The amount of Debt of any Person at any date shall be the outstanding balance at such date of all unconditional obligations as described above and the maximum liability, upon the occurrence of the contingency giving rise to the obligation, of any contingent obligations at such date; provided, however, that in the case of Debt sold at a discount,

10

the amount of such Debt at any time will be the accreted value thereof at such time.  The amount of Debt represented by a Hedging Obligation shall be equal to:

(1)  zero if such Hedging Obligation has been Incurred pursuant to clause (7) or (8) of paragraph (b) of Section 4.03, or

(2)  the notional amount of such Hedging Obligation if not Incurred pursuant to such clauses.

“Default” means any event which is, or after notice or passage of time or both would be, an Event of Default.

“Designated Senior Debt” means:

(a) any Senior Debt that has, at the time of determination, an aggregate principal amount outstanding of at least $25,000,000 (including the amount of all undrawn commitments and matured and contingent reimbursement obligations pursuant to letters of credit thereunder) that is specifically designated in the instrument evidencing such Senior Debt and is designated in an Officers’ Certificate delivered to the Trustee as “Designated Senior Debt” of the Company for purposes of this Indenture,

(b) the Credit Facilities, and

(c) the Senior Notes.

“Disqualified Stock” means, with respect to any Person, any Capital Stock that by its terms (or by the terms of any security into which it is convertible or for which it is exchangeable, in either case at the option of the holder thereof) or otherwise:

(a) matures or is mandatorily redeemable (other than redeemable only for Capital Stock of such Person which is not itself Disqualified Stock) pursuant to a sinking fund obligation or otherwise,

(b) is or may become, upon the occurrence of certain events or otherwise, redeemable or repurchaseable at the option of the holder thereof, in whole or in part, or

(c) is convertible or exchangeable at the option of the holder thereof for Debt or Disqualified Stock,

on or prior to, in the case of clause (a), (b) or (c), the first anniversary of the Stated Maturity of the Securities; provided, however, that any Capital Stock that would not constitute Disqualified Stock but for provisions thereof giving holders thereof the right to require such Person to purchase or redeem such Capital Stock upon the occurrence of an “asset sale” or “change of control” occurring prior to the first anniversary of the Stated Maturity of the Securities shall not constitute Disqualified Stock if:

11

(1)  the “asset sale” or “change of control” provisions applicable to such Capital Stock are not more favorable to the holders of such Capital Stock than the terms applicable to the Securities under Section 4.06 and Section 4.12; and

(2)  any such requirement only becomes operative after compliance with such terms applicable to the Securities, including the purchase of any Securities tendered pursuant thereto.

The amount of any Disqualified Stock that does not have a fixed redemption, repayment or repurchase price will be calculated in accordance with the terms of such Disqualified Stock as if such Disqualified Stock were redeemed, repaid or repurchased on any date on which the amount of such Disqualified Stock is to be determined pursuant to this Indenture; provided, however, that if such Disqualified Stock could not be required to be redeemed, repaid or repurchased at the time of such determination, the redemption, repayment or repurchase price will be the book value of such Disqualified Stock as reflected in the most recent financial statements of such Person.

“Disqualified Stock Dividends” means all dividends with respect to Disqualified Stock of the Company held by Persons other than a Restricted Subsidiary (except to the extent paid in Capital Stock (other than Disqualified Stock)).  The amount of any such dividend shall be equal to the quotient of such dividend divided by the difference between one and the maximum statutory federal income tax rate (expressed as a decimal number between 1 and 0) then applicable to the Company.

“Domestic Restricted Subsidiary” means any Restricted Subsidiary other than (a) a Foreign Restricted Subsidiary or (b) a Subsidiary of a Foreign Restricted Subsidiary.

“EBITDA” means, for any period, an amount equal to, for the Company and its consolidated Restricted Subsidiaries:

(a) the sum of Consolidated Net Income for such period, plus the following to the extent reducing Consolidated Net Income for such period:

(1)  the provision for taxes based on income or profits or utilized in computing net loss,

(2)  Consolidated Interest Expense,

(3)  depreciation,

(4)  amortization of intangibles,

(5)  any other non-cash items (other than any such non-cash item to the extent that it represents an accrual of or reserve for cash expenditures in any future period), and

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(6)  any non-recurring fees, charges or other expenses (x) related to any offering of Capital Stock, Permitted Investment, acquisition or Incurrence of Debt permitted under this Indenture (in each case whether or not consummated) or (y) made or Incurred in connection with the Transactions in each case, to the extent deducted (and not subsequently added back) in calculating Consolidated Net Income for such period, minus

(b) all non-cash items increasing Consolidated Net Income for such period (other than any such non-cash item to the extent that it (1) will result in the receipt of cash payments in any future period or (2) represents the reversal of a prior accrual or reserve previously excluded from being added back in calculating EBITDA pursuant to clause (a)(5) above).

Notwithstanding the foregoing clause (a), the provision for taxes and the depreciation, amortization and non-cash items of a Restricted Subsidiary shall be added to Consolidated Net Income to compute EBITDA only to the extent (and in the same proportion, including by reason of minority interests) that the net income of such Restricted Subsidiary was included in calculating Consolidated Net Income and only if a corresponding amount would be permitted at the date of determination to be dividended to the Company by such Restricted Subsidiary without prior approval (that has not been obtained), pursuant to the terms of its charter and all agreements, instruments, judgments, decrees, orders, statutes, rules and governmental regulations applicable to such Restricted Subsidiary or its shareholders.

“Event of Default” has the meaning set forth under Section 6.01.

“Exchange Act” means the Securities Exchange Act of 1934.

“Exchange Offer Registration Statement” means a registration statement filed with the SEC with respect to a registered offer to exchange the Initial Securities for the Exchange Securities.

“Exchange Securities” has the meaning set forth in the preamble.

“Fair Market Value” means, with respect to any Property, the price that could be negotiated in an arm’s-length free market transaction, for cash, between a willing seller and a willing buyer, neither of whom is under undue pressure or compulsion to complete the transaction.  Fair Market Value shall be determined, except as otherwise provided,

(a) if such Property has a Fair Market Value equal to or less than $25,000,000, by a majority of the Board of Directors and evidenced by a Board Resolution, or

(b) if such Property has a Fair Market Value in excess of $25,000,000, by an Independent Financial Advisor and evidenced by a written opinion from such

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Independent Financial Advisor, dated within 30 days of the relevant transaction, delivered to the Trustee.

“Foreign Restricted Subsidiary” means any Restricted Subsidiary which is not organized under the laws of the United States of America or any State thereof or the District of Columbia.

“GAAP” means United States generally accepted accounting principles as in effect on the Issue Date, including those set forth:

(a) in the opinions and pronouncements of the Accounting Principles Board of the American Institute of Certified Public Accountants,

(b) in the statements and pronouncements of the Financial Accounting Standards Board,

(c) in such other statements by such other entity as approved by a significant segment of the accounting profession, and

(d) the rules and regulations of the SEC governing the inclusion of financial statements (including pro forma financial statements) in periodic reports required to be filed pursuant to Section 13 of the Exchange Act, including opinions and pronouncements in staff accounting bulletins and similar written statements from the accounting staff of the SEC.

“Guarantee” means any obligation, contingent or otherwise, of any Person directly or indirectly guaranteeing any Debt of any other Person and any obligation, direct or indirect, contingent or otherwise, of such Person:

(a) to purchase or pay (or advance or supply funds for the purchase or payment of) such Debt of such other Person (whether arising by virtue of partnership arrangements, or by agreements to keep-well, to purchase assets, goods, securities or services, to take-or-pay or to maintain financial statement conditions or otherwise), or

(b) entered into for the purpose of assuring in any other manner the obligee of such Debt of the payment thereof or to protect such obligee against loss in respect thereof (in whole or in part);

provided, however, that the term “Guarantee” shall not include:

(1)  endorsements for collection or deposit in the ordinary course of business, or

(2)  a contractual commitment by one Person to invest in another Person for so long as such Investment is reasonably expected to constitute a Permitted Investment under clause (b) of the definition of “Permitted Investment”.

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The term “Guarantee” used as a verb has a corresponding meaning.  The term “Guarantor” shall mean any Person Guaranteeing any obligation.

“Hedging Obligations” of any Person means any obligation of such Person pursuant to any Interest Rate Agreement or Currency Exchange Protection Agreement or any other similar agreement or arrangement.

“Holder” or “Securityholder” means the Person in whose name a Security is registered on the Security register described in Section 2.04.

“Incur” means, with respect to any Debt or other obligation of any Person, to create, issue, incur (by merger, conversion, exchange or otherwise), extend, assume, Guarantee or become liable in respect of such Debt or other obligation or the recording, as required pursuant to GAAP or otherwise, of any such Debt or obligation on the balance sheet of such Person (and “Incurrence” and “Incurred” shall have meanings correlative to the foregoing); provided, however, that any Debt or other obligations of a Person existing at the time such Person becomes a Subsidiary (whether by merger, consolidation, acquisition or otherwise) shall be deemed to be Incurred by such Subsidiary at the time it becomes a Subsidiary.  Solely for purposes of determining compliance with Section 4.03, the following will not be deemed to be the Incurrence of Debt:

(1)  amortization of debt discount or the accretion of principal with respect to a non-interest bearing or other discount security,

(2)  the payment of regularly scheduled interest in the form of additional Debt of the same instrument or the payment of regularly scheduled dividends on Capital Stock in the form of additional Capital Stock of the same class and with the same terms,

(3)  the obligation to pay a premium in respect of Debt arising in connection with the issuance of a notice of redemption or the making of a mandatory offer to purchase such Debt, and

(4)  a change in GAAP that results in an obligation of such Person that exists at such time, and is not theretofore classified as Debt, becoming Debt.

“Indenture” means this Indenture as amended or supplemented from time to time.

“Independent Financial Advisor” means an investment banking or accounting firm of national standing or any third party appraiser of national standing, provided that such firm or appraiser is not an Affiliate of the Company.

“Initial Securities” has the meaning set forth in the preamble.

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“Interest Rate Agreement” means, for any Person, any interest rate swap agreement, interest rate cap agreement, interest rate collar agreement or other similar agreement designed to protect against fluctuations in interest rates.

“Investment” by any Person means any direct or indirect loan (other than advances to customers in the ordinary course of business that are recorded as accounts receivable on the balance sheet of such Person), advance or other extension of credit or capital contribution (by means of transfers of cash or other Property to others or payments for Property or services for the account or use of others, or otherwise) to, or Incurrence of a Guarantee of any obligation of, or purchase or acquisition of Capital Stock, bonds, notes, debentures or other securities or evidence of Debt issued by, any other Person.  For purposes of Section 4.04 and Section 4.10 and the definition of “Restricted Payment”, “Investment” shall include the portion (proportionate to the Company’s equity interest in such Subsidiary) of the Fair Market Value of the net assets of any Subsidiary of the Company at the time that such Subsidiary is designated an Unrestricted Subsidiary; provided, however, that upon a redesignation of such Subsidiary as a Restricted Subsidiary, the Company shall be deemed to continue to have a permanent “Investment” in an Unrestricted Subsidiary of an amount (if positive) equal to:

(a) the Company’s “Investment” in such Subsidiary at the time of such redesignation, less

(b) the portion (proportionate to the Company’s equity interest in such Subsidiary) of the Fair Market Value of the net assets of such Subsidiary at the time of such redesignation.

In determining the amount of any Investment made by transfer of any Property other than cash, such Property shall be valued at its Fair Market Value at the time of such Investment.

“Issue Date” means the date on which the Offered Securities are initially issued.

“Lien” means, with respect to any Property of any Person, any mortgage or deed of trust, pledge, hypothecation, assignment, deposit arrangement, security interest, lien, charge, easement (other than any easement not materially impairing usefulness or marketability), encumbrance, preference, priority or other security agreement or preferential arrangement of any kind or nature whatsoever on or with respect to such Property (including any Capital Lease Obligation, conditional sale or other title retention agreement having substantially the same economic effect as any of the foregoing or any Sale and Leaseback Transaction).

“Management Services Agreement” means any contract between the Company or a Restricted Subsidiary and a physician practice entity for the provision of services by the Company or such Restricted Subsidiary to such physician practice entity.

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“Merger Agreement” means the agreement and plan of merger among Oiler Holding Company, Oiler Acquisition Corp. and US Oncology, Inc. dated March 20, 2004, as in effect on the Issue Date.

“Moody’s” means Moody’s Investors Service, Inc. or any successor to the rating agency business thereof.

“Net Available Cash” from any Asset Sale means cash payments received therefrom (including any cash payments received by way of deferred payment of principal pursuant to a note or installment receivable or otherwise and any proceeds from the sale or other disposition of any securities received as consideration, but only as and when received, but excluding any other consideration received in the form of assumption by the acquiring Person of Debt or other obligations relating to the Property that is the subject of such Asset Sale or received in any other non-cash form), in each case net of:

(a) all legal, title and recording tax expenses, commissions and other fees and expenses incurred, and all U.S. Federal, state, provincial, foreign and local taxes required to be accrued as a liability under GAAP, as a consequence of such Asset Sale,

(b) all payments made on any Debt that is secured by any Property subject to such Asset Sale, in accordance with the terms of any Lien upon or other security agreement of any kind with respect to such Property, or which must by its terms, or in order to obtain a necessary consent to such Asset Sale, or by applicable law, be repaid out of the proceeds from such Asset Sale,

(c) all distributions and other payments required to be made to minority interest holders in Subsidiaries or joint ventures as a result of such Asset Sale, and

(d) the deduction of appropriate amounts provided by the seller as a reserve, in accordance with GAAP, against any liabilities associated with the Property disposed in such Asset Sale and retained by the Company or any Restricted Subsidiary after such Asset Sale.

In addition, to the extent not otherwise constituting Net Available Cash, any cash, in each case net of (a)-(d) above, received by the Company or a Restricted Subsidiary in connection with the formation of a Permitted Joint Venture, or the designation of a Restricted Subsidiary that is or will become a Permitted Joint Venture as an Unrestricted Subsidiary, including, without limitation, any proceeds related to the Incurrence of Debt by such Person or the sale or issuance of Capital Stock in such Person, shall constitute Net Available Cash.

“Offered Securities” has the meaning set forth in Section 2.01.

“Offered Senior Notes” means the $300,000,000 aggregate principal amount of Senior Notes to be issued on the Issue Date.

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“Offering Memorandum” means the confidential Offering Memorandum dated August 4, 2004, used in connection with the offering of the Offered Securities.

“Officer” means the Chief Executive Officer, the President, the Chief Financial Officer or any Executive Vice President of the Company.

“Officers’ Certificate” means a certificate signed by two Officers of the Company, at least one of whom shall be the principal executive officer or principal financial officer of the Company, and delivered to the Trustee.

“Opinion of Counsel” means a written opinion from legal counsel who is acceptable to the Trustee.  The counsel may be an employee of or counsel to the Company or the Trustee.

 “Parent” means US Oncology Holdings, Inc. (formerly known as Oiler Holding Company), a Delaware corporation.

“Parent Board” means the board of directors of Parent or any committee thereof duly authorized to act on behalf of such board.

“Permitted Holders” means (i) Welsh, Carson, Anderson & Stowe IX, L.P. and its Affiliates (including, without limitation, any investment partnership under common control with Welsh, Carson, Anderson & Stowe IX, L.P.), (ii) any officer, director, employee, partner, member or stockholder of the manager or general partner of the foregoing Persons and (iii) any Related Parties with respect to any of the foregoing Persons.

“Permitted Investment” means any Investment by the Company or a Restricted Subsidiary in:

(a) the Company, any Restricted Subsidiary or any Person that will, upon the making of such Investment, become a Restricted Subsidiary, provided that the primary business of such Restricted Subsidiary is a Related Business;

(b) any Person if as a result of such Investment such Person is merged or consolidated with or into, or transfers or conveys all or substantially all its Property to, the Company or a Restricted Subsidiary, provided that such Person’s primary business is a Related Business;

(c) cash and Temporary Cash Investments;

(d) receivables owing to the Company or a Restricted Subsidiary, if created or acquired in the ordinary course of business and payable or dischargeable in accordance with customary trade terms; provided, however, that such trade terms may include such concessionary trade terms as the Company or such Restricted Subsidiary deems reasonable under the circumstances;

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(e) payroll, travel and similar advances to cover matters that are expected at the time of such advances ultimately to be treated as expenses for accounting purposes and that are made in the ordinary course of business;

(f) loans and advances to employees made in the ordinary course of business consistent with past practices of the Company or such Restricted Subsidiary, as the case may be; provided, however, that such loans and advances do not exceed $3,000,000 at any one time outstanding;

(g) stock, obligations or other securities received in settlement of debts created in the ordinary course of business and owing to the Company or a Restricted Subsidiary or in satisfaction of judgments;

(h) any Person where such Investment was acquired by the Company or any of its Restricted Subsidiaries (a) in exchange for any other Investment or accounts receivable held by the Company or any such Restricted Subsidiary in connection with or as a result of a bankruptcy, workout, reorganization or recapitalization of the issuer of such other Investment or accounts receivable or (b) as a result of a foreclosure by the Company or any of its Restricted Subsidiaries with respect to any secured Investment or other transfer of title with respect to any secured Investment in default;

(i) any Person to the extent such Investment represents the non-cash portion of the consideration received in connection with an Asset Sale consummated in compliance with Section 4.06;

(j) any Person to the extent such Investment is made by the Company or a Restricted Subsidiary for consideration consisting only of Capital Stock (other than Disqualified Stock) of the Company;

(k) any Person to the extent such Investment existed on the Issue Date and any Investment that replaces, refinances or refunds such an Investment, provided that the new Investment is in an amount that does not exceed the amount replaced, refinanced or refunded and is made in the same Person as the Investment replaced, refinanced or refunded;

(l) any Person to the extent such Investment consists of Hedging Obligations incurred pursuant to clauses (7) or (8) of paragraph (b) of Section 4.03 or Guarantees thereof;

(m) in Permitted Joint Ventures in an aggregate amount outstanding at any one time not to exceed the greater of (a) $25,000,000 or (b) 3.0% of Total Tangible Assets (with each Investment being valued as of the date made and without regard to subsequent changes in value);

(n) in any Permitted Joint Venture to the extent such Investment consists of a Guarantee of Debt of such Permitted Joint Venture permitted to be Incurred pursuant to clauses (5) or (16) of paragraph (b) of Section 4.03;

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(o) loans to affiliated physician groups in an aggregate amount outstanding at any one time not to exceed the greater of (a) $25,000,000 or (b) 3.0% of Total Tangible Assets; and

(p) other Investments made for Fair Market Value that do not exceed $40,000,000 outstanding at any one time in the aggregate.

The amount of Investments outstanding at any time pursuant to clause (m), (o) or (p) above shall be reduced by (A) the net reduction after the Issue Date in Investments made after the Issue Date pursuant to such clause resulting from dividends, repayments of loans or advances or other transfers of Property, proceeds realized on the sale of any such Investment and proceeds representing the return of the capital, in each case to the Company or any Restricted Subsidiary in respect of any such Investment, less the cost of the disposition of any such Investment, and (B) the portion (proportionate to the Company’s equity interest in such Unrestricted Subsidiary) of the Fair Market Value of the net assets of an Unrestricted Subsidiary that was designated after the Issue Date as an Unrestricted Subsidiary pursuant to clause (m), (o) or (p) at the time such Unrestricted Subsidiary is designated a Restricted Subsidiary; provided, however, that the foregoing sum shall not exceed, in the case of any Person, the amount of Investments previously made by the Company or any Restricted Subsidiary pursuant to clause (m), (o) or (p) in such Person.

“Permitted Joint Venture” means a Person (1) that owns, leases, operates or services a hospital or other health-care provider for the purpose of developing, operating, conducting or marketing a Permitted Business and (2) of which the Company or any Restricted Subsidiary owns a 30% or greater equity interest.

“Permitted Refinancing Debt” means any Debt that Refinances any other Debt, including any successive Refinancings, so long as:

(a) such Debt is in an aggregate principal amount (or if Incurred with original issue discount, an aggregate issue price) not in excess of the sum of:

(1)  the aggregate principal amount (or if Incurred with original issue discount, the aggregate accreted value) then outstanding of the Debt being Refinanced, and

(2)  an amount necessary to pay any fees and expenses, including premiums and defeasance costs, related to such Refinancing,

(b) the Average Life of such Debt is equal to or greater than the Average Life of the Debt being Refinanced,

(c) the Stated Maturity of such Debt is no earlier than the Stated Maturity of the Debt being Refinanced,

(d) the new Debt shall not be senior in right of payment to the Debt that is being Refinanced, and

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(e) to the extent such Debt directly or indirectly Refinances Debt of a Restricted Subsidiary Incurred pursuant to clause (6) of paragraph (b) of Section 4.03, such Refinancing Debt shall be Incurred only by such Restricted Subsidiary;

provided, however, that Permitted Refinancing Debt shall not include:

(x)  Debt of a Subsidiary that is not a Subsidiary Guarantor that Refinances Debt of the Company or a Subsidiary Guarantor, or

(y)  Debt of the Company or a Restricted Subsidiary that Refinances Debt of an Unrestricted Subsidiary.

“Person” means any individual, corporation, company (including any limited liability company), association, partnership, joint venture, trust, unincorporated organization, government or any agency or political subdivision thereof or any other entity.

“PPM Asset Sales” means sales of assets to physician practice entities or to physicians affiliated with physician practice entities in connection with the termination or modification of the Management Services Agreement in effect on the Issue Date with such physician practice entities or such affiliated physicians.

“Preferred Stock” means any Capital Stock of a Person, however designated, which entitles the holder thereof to a preference with respect to the payment of dividends, or as to the distribution of assets upon any voluntary or involuntary liquidation or dissolution of such Person, over shares of any other class of Capital Stock issued by such Person.

“Preferred Stock Dividends” means all dividends with respect to Preferred Stock of Restricted Subsidiaries held by Persons other than the Company or a Restricted Subsidiary (except to the extent paid in Capital Stock (other than Disqualified Stock)).  The amount of any such dividend shall be equal to the quotient of such dividend divided by the difference between one and the maximum statutory Federal income rate (expressed as a decimal number between 1 and 0) then applicable to the issuer of such Preferred Stock.

“principal” of any Debt (including the Securities) means the principal amount of such Debt plus the premium, if any, on such Debt.

“pro forma” means, with respect to any calculation made or required to be made pursuant to the terms hereof, a calculation performed in accordance with Article XI of Regulation S-X promulgated under the Securities Act, as interpreted in good faith by the chief financial officer of the Company after consultation with the independent certified public accountants of the Company, except that any such pro forma calculation may include operating expense reductions for such period attributable to the transaction to which pro forma effect is being given (including, without limitation, operating expense reductions attributable to execution or termination of any contract, reduction of costs

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related to administrative functions, the termination of any employees or the closing (or the approval by the Board of Directors of the closing) of any facility) that have been realized or for which all steps necessary for the realization of which have been taken or are reasonably expected to be taken within six months following such transaction, provided, that such adjustments are set forth in an Officers’ Certificate which states (i) the amount of such adjustment or adjustments and (ii) that such adjustment or adjustments are based on the reasonable good faith beliefs of the Officers executing such Officers’ Certificate.

“Property” means, with respect to any Person, any interest of such Person in any kind of property or asset, whether real, personal or mixed, or tangible or intangible, including Capital Stock in, and other securities of, any other Person.  For purposes of any calculation required pursuant to this Indenture, the value of any Property shall be its Fair Market Value.

“Qualified Equity Offering” means (1) an underwritten primary public offering of common stock of the Company or Parent pursuant to an effective registration statement under the Securities Act or (2) any private placement of common stock of the Company or Parent to any Person who is not a Subsidiary of the Company or an employee stock ownership plan or trust established by the Company or any such Subsidiary for the benefit of their employees.

“Refinance” means, in respect of any Debt, to refinance, extend, renew, refund, repay, prepay, repurchase, redeem, defease or retire, or to issue other Debt, in exchange or replacement for, such Debt.  “Refinanced” and “Refinancing” shall have correlative meanings.

“Registration Agreement” means the Registration Rights Agreement dated August 4, 2004, between the Company, Citigroup Global Markets Inc., J.P. Morgan Securities Inc., Wachovia Capital Markets, LLC, and Deutsche Bank Securities Inc., as Initial Purchasers, relating to the Original Securities, or any similar agreement relating to any additional Initial Securities.

“Registered Exchange Offer” means the offer by the Company, pursuant to a Registration Agreement, to certain holders of Initial Securities, to issue and deliver to such holders, in exchange for the Initial Securities, a like aggregate principal amount of Exchange Securities registered under the Securities Act.

“Related Business” means any business that is related, ancillary or complementary to the businesses of the Company and the Restricted Subsidiaries on the Issue Date.

“Related Parties” means, with respect to any specified Person at any specified time,

(1)  if a natural person, (A) any spouse, parent or lineal descendant (including by adoption) of such Person or (B) the estate of such Person during any

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period in which such estate holds Capital Stock of Parent or of the Company for the benefit of any Person referred to in clause (1)(A), and

(2)  if a trust, corporation, partnership, limited liability company or other entity, any other Person that controls such Person at such time.  For the purposes of this definition, “control” when used with respect to any Person means the power to direct the management and policies of such Person, directly or indirectly, whether through the ownership of voting securities, by contract or otherwise.

“Repay” means, in respect of any Debt, to repay, prepay, repurchase, redeem, legally defease or otherwise retire such Debt.  “Repayment” and “Repaid” shall have correlative meanings.

“Representative” means the trustee, agent or representative expressly authorized to act in such capacity, if any, for an issue of Senior Debt.

“Restricted Payment” means:

(a) any dividend or distribution (whether made in cash, securities or other Property) declared or paid on or with respect to any shares of Capital Stock of the Company or any Restricted Subsidiary (including any payment in connection with any merger or consolidation with or into the Company or any Restricted Subsidiary), except for any dividend or distribution that is made solely to the Company or a Restricted Subsidiary (and, if the Restricted Subsidiary making such dividend or distribution is not a Wholly Owned Restricted Subsidiary, such dividend or distribution is made to the other holders of Capital Stock of such Restricted Subsidiary on a pro rata basis or on a basis that results in the receipt by the Company or a Restricted Subsidiary of dividends or distributions of greater value than it would receive on a pro rata basis) or any dividend or distribution payable solely in shares of Capital Stock (other than Disqualified Stock) of the Company;

(b) the purchase, repurchase, redemption, acquisition or retirement for value of any Capital Stock of the Company or any Restricted Subsidiary (other than from the Company or a Restricted Subsidiary) or any securities exchangeable for or convertible into any such Capital Stock, including (1) in connection with any merger, consolidation or amalgamation and (2) the exercise of any option to exchange any Capital Stock (other than for or into Capital Stock of the Company that is not Disqualified Stock);

(c) the purchase, repurchase, redemption, acquisition or retirement for value, prior to the date for any scheduled maturity, sinking fund or amortization or other installment payment, of any Subordinated Obligation (other than (1) the purchase, repurchase or other acquisition of any Subordinated Obligation purchased in anticipation of satisfying a scheduled maturity, sinking fund or amortization or other installment obligation, in each case due within one year of

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the date of acquisition or (2) the redemption of the subordinated physician notes in connection with conversions of physician management practice entities and/or physicians affiliated with such physician management practice entities to the service line structure or the termination of a Management Services Agreement as in effect on the Issue Date;

(d) any Investment (other than Permitted Investments) in any Person; or

(e) the issuance, sale or other disposition of Capital Stock of any Restricted Subsidiary to a Person other than the Company or another Restricted Subsidiary if the result thereof is that such Restricted Subsidiary shall cease to be a Restricted Subsidiary, in which event the amount of such “Restricted Payment” shall be the Fair Market Value of the remaining interest, if any, in such former Restricted Subsidiary held by the Company and the other Restricted Subsidiaries, unless such issuance, sale or other disposition is classified as a Permitted Investment.

“Restricted Subsidiary” means any Subsidiary of the Company other than an Unrestricted Subsidiary.

“S&P” means Standard & Poor’s Ratings Services or any successor to the rating agency business thereof.

“Sale and Leaseback Transaction” means any direct or indirect arrangement relating to Property now owned or hereafter acquired whereby the Company or a Restricted Subsidiary transfers such Property to another Person and the Company or a Restricted Subsidiary leases it from such Person.

“SEC” means the Securities and Exchange Commission.

“Securities” has the meaning set forth in the preamble.

“Securities Act” means the Securities Act of 1933.

“Senior Debt” of the Company means:

(a) all obligations consisting of the principal, premium, if any, and accrued and unpaid interest (including interest accruing on or after the filing of any petition in bankruptcy or for reorganization relating to the Company to the extent post-filing interest is allowed in such proceeding) in respect of:

(1)  Debt of the Company for borrowed money, and

(2)  Debt of the Company evidenced by notes, debentures, bonds or other similar instruments permitted under this Indenture for the payment of which the Company is responsible or liable;

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(b) all Capital Lease Obligations of the Company and all Attributable Debt in respect of Sale and Leaseback Transactions entered into by the Company;

(c) all obligations of the Company

(1)  for the reimbursement of any obligor on any letter of credit, bankers’ acceptance or similar credit transaction,

(2)  under Hedging Obligations, or

(3)  issued or assumed as the deferred purchase price of Property and all conditional sale obligations of the Company and all obligations under any title retention agreement permitted under this Indenture; and

(d) all obligations of other Persons of the type referred to in clauses (a), (b) and (c) for the payment of which the Company is responsible or liable as Guarantor;

provided, however, that Senior Debt shall not include:

(A)  Debt of the Company that is by its terms subordinate or pari passu in right of payment to the Securities, including any Senior Subordinated Debt or any Subordinated Obligations;

(B)  that portion of any Debt Incurred in violation of the provisions of this Indenture; provided, however, that such Debt shall be deemed not to have been Incurred in violation of this Indenture for purposes of this clause (B) if (x) the holders of such Debt or their Representative or the Company shall have furnished to the Trustee an opinion of nationally recognized independent legal counsel addressed to the Trustee (which legal counsel may, as to matters of fact, rely upon an Officers’ Certificate) to the effect that the Incurrence of such Debt does not violate the provisions of this Indenture or (y) such Debt consists of Debt under the Credit Facilities and holders of such Debt or their Representative (A) had no actual knowledge at the time of the Incurrence that the Incurrence of such Debt violated this Indenture and (B) shall have received an Officers’ Certificate to the effect that the Incurrence of such Debt does not violate provisions of this Indenture;

(C)  accounts payable or any other obligations of the Company to trade creditors created or assumed by the Company in the ordinary course of business in connection with the obtaining of materials or services (including Guarantees thereof or instruments evidencing such liabilities);

(D)  any liability for U.S. Federal, state, local or other taxes owed or owing by the Company;

(E)  any obligation of the Company to any Subsidiary; or

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(F)  any obligations with respect to any Capital Stock of the Company.

“Senior Debt” of any Subsidiary Guarantor has a correlative meaning.

“Senior Exchange Notes” means the debt securities of the Company issued pursuant to the indenture governing the Senior Notes in exchange for, and in an aggregate principal amount equal to, the Senior Notes, in compliance with the terms of the Registration Agreement.

“Senior Notes” means the 9% Senior Notes due 2012 of the Company.

“Senior Subordinated Debt” of the Company means the Securities and any other subordinated Debt of the Company that specifically provides that such Debt is to rank pari passu with the Securities and is not subordinated by its terms to any other subordinated Debt or other obligation of the Company which is not Senior Debt.  “Senior Subordinated Debt” of any Subsidiary Guarantor has a correlative meaning.

“Shelf Registration Statement” means a registration statement issued by the Company in connection with the offer and sale of Initial Securities or Private Exchange Securities (as defined in the Registration Agreement) pursuant to the Registration Agreement.

“Significant Subsidiary” means any Subsidiary that would be a “Significant Subsidiary” of the Company within the meaning of Rule 1-02 under Regulation S-X promulgated by the SEC.

“Stated Maturity” means, with respect to any security, the date specified in such security as the fixed date on which the payment of principal of such security is due and payable, including pursuant to any mandatory redemption provision (but excluding any provision providing for the repurchase of such security at the option of the holder thereof upon the happening of any contingency beyond the control of the issuer unless such contingency has occurred).

“Subordinated Obligation” means any Debt of the Company or any Subsidiary Guarantor (whether outstanding on the Issue Date or thereafter Incurred) that is subordinate or junior in right of payment to the Securities or the applicable Subsidiary Guarantee pursuant to a written agreement to that effect.

“Subsidiary” means, in respect of any Person, any corporation, company (including any limited liability company), association, partnership, joint venture or other business entity of which a majority of the total voting power of the Voting Stock is at the time owned or controlled, directly or indirectly, by:

(a) such Person,

(b) such Person and one or more Subsidiaries of such Person, or

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(c) one or more Subsidiaries of such Person.

“Subsidiary Guarantor” means each Domestic Restricted Subsidiary and any other Person that becomes a Subsidiary Guarantor pursuant to Section 4.13.

“Subsidiary Guarantee” means a Guarantee on the terms set forth in this Indenture by a Subsidiary Guarantor of the Company’s obligations with respect to the Securities.

“Temporary Cash Investments” means any of the following:

(a) Investments in U.S. Government Obligations maturing within 365 days of the date of acquisition thereof;

(b) Investments in time deposit accounts, certificates of deposit and money market deposits maturing within 270 days of the date of acquisition thereof issued by a bank or trust company organized under the laws of the United States of America or any state thereof or any foreign country recognized by the United States of America, which bank or trust company has capital, surplus and undivided profits aggregating in excess of $500,000,000 and whose long-term debt is rated “A-3” or “A-” or higher according to Moody’s or S&P (or such similar equivalent rating by at least one “nationally recognized statistical rating organization” (as defined in Rule 436 under the Securities Act));

(c) repurchase obligations with a term of not more than 30 days for underlying securities of the types described in clause (a) entered into with:

(1)  a bank meeting the qualifications described in clause (b) above, or

(2)  any primary government securities dealer reporting to the Market Reports Division of the Federal Reserve Bank of New York;

(d) Investments in commercial paper, maturing not more than 90 days after the date of acquisition, issued by a corporation (other than an Affiliate of the Company) organized and in existence under the laws of the United States of America or any foreign country recognized by the United States of America with a rating at the time as of which any Investment therein is made of “P-1” (or higher) according to Moody’s or “A-1” (or higher) according to S&P (or such similar equivalent rating by at least one “nationally recognized statistical rating organization” (as defined in Rule 436 under the Securities Act));

(e) direct obligations (or certificates representing an ownership interest in such obligations) of any state of the United States of America or any political subdivision thereof (including any agency or instrumentality of any such state or political subdivision thereof) for the payment of which the full faith and credit of such state is pledged and which are not callable or redeemable at the issuer’s option, provided that:

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(1)  the long-term debt of such state is rated “A-3” or “A-” or higher according to Moody’s or S&P (or such similar equivalent rating by at least one “nationally recognized statistical rating organization” (as defined in Rule 436 under the Securities Act)), and

(2)  such obligations mature within 180 days of the date of acquisition thereof; and

(f) investment in funds which invest all or substantially all of their assets in Temporary Cash Investments of the kind described in clauses (a) through (e) of this definition.

“TIA” means the Trust Indenture Act of 1939 (15 U.S.C. §§ 77aaa-77bbbb) as in effect on the date of this Indenture; provided, however, that, in the event the TIA is amended after such date, “Trust Indenture Act” means, to the extent required by any such amendments, the Trust Indenture Act of 1939 as so amended.

“Total Tangible Assets” means, as of any date of determination, the sum of the amounts that would appear on a consolidated balance sheet of the Company and its consolidated Restricted Subsidiaries as the total assets (less, to the extent not deducted in the determination of total assets, accumulated depreciation and amortization, allowances for doubtful receivables, other applicable reserves and other properly deductible items) of the Company and its Restricted Subsidiaries, after giving effect to purchase accounting and after deducting therefrom, to the extent otherwise included, the amounts of (without duplication):

(a) the excess of cost over Fair Market Value of Property;

(b) any revaluation or other write-up in book value of assets subsequent to the last day of the fiscal quarter of the Company immediately preceding the Issue Date as a result of a change in the method of valuation in accordance with GAAP;

(c) unamortized debt discount and expenses and other unamortized deferred charges, goodwill, patents, trademarks, service marks, trade names, copyrights, licenses, organization or developmental expenses, Management Services Agreements and other intangible items as to which Statement of Financial Accounting Standards No. 142, “Goodwill and Other Intangible Assets” applies;

(d) minority interests in consolidated Subsidiaries held by Persons other than the Company or any Restricted Subsidiary;

(e) treasury stock;

(f) cash or securities set aside and held in a sinking or other analogous fund established for the purpose of redemption or other retirement of Capital Stock; and

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(g) Investments in and Property of Unrestricted Subsidiaries (other than Permitted Joint Ventures).

“Transactions” means the merger contemplated by the Merger Agreement and each other transaction contemplated thereby, all as more fully described in the Offering Memorandum.

“Trustee” means LaSalle Bank National Association, a national banking association, until a successor replaces it and, thereafter, means the successor.

“Trust Officer” means any officer within the Corporate Trust Administration department of the Trustee (or any successor group of the trustee) with direct responsibility for the administration of this Indenture and also means, with respect to a particular corporate trust matter, any other officer to whom such matter is referred because of his knowledge of and familiarity with the particular subject.

“Unrestricted Subsidiary” means:

(a) Southeast Texas Cancer Centers, L.P., Cancer Treatment Associates of Northeast Missouri, Ltd., Colorado Cancer Centers, LLC, AOR Real Estate of Greenville, L.P., The Carroll County Cancer Center, Limited Partnership, Oregon Cancer Center, Ltd., US Oncology Pharmacy GPO, L.P., AOR Management Company of Kansas, Inc. and East Indy CC, LLC;

(b) any Subsidiary of the Company that is designated after the Issue Date as an Unrestricted Subsidiary as permitted or required pursuant to Section 4.10 and is not thereafter redesignated as a Restricted Subsidiary as permitted pursuant thereto; and

(c) any Subsidiary of an Unrestricted Subsidiary.

“U.S. Government Obligations” means direct obligations (or certificates representing an ownership interest in such obligations) of the United States of America (including any agency or instrumentality thereof) for the payment of which the full faith and credit of the United States of America is pledged and which are not callable or redeemable at the issuer’s option.

“Voting Stock” of any Person means all classes of Capital Stock or other interests (including partnership interests) of such Person then outstanding and normally entitled (without regard to the occurrence of any contingency) to vote in the election of directors, managers or trustees thereof.

“Wholly Owned Restricted Subsidiary” means, at any time, a Restricted Subsidiary all the Voting Stock of which (except directors’ qualifying shares) is at such time owned, directly or indirectly, by the Company and its other Wholly Owned Subsidiaries.

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SECTION 1.02.  Other Definitions.

Term	Defined in Section
“Affiliate Transaction”	4.08
“Bankruptcy Law”	6.01
“Change of Control Offer”	4.12
“Change of Control Payment Date”	4.12
“Change of Control Purchase Price”	4.12
“covenant defeasance option”	8.01
“Custodian”	6.01
“Event of Default”	6.01
“Exchange Security”	Appendix A
“Global Security”	Appendix A
“legal defeasance option”	8.01
“Legal Holiday”	13.08
“Obligations”	11.01
“Offer Amount”	4.06
“Offer Period”	4.06
“OID”	2.01
“Offered Securities”	2.01
“pay the Securities”	10.03
“Paying Agent”	2.04
“Payment Blockage Notice”	10.03
“Payment Blockage Period”	10.03
“Permitted Debt”	4.03
“Permitted Junior Securities”	10.02
“Prepayment Offer”	4.06
“Registered Exchange Offer	Appendix A
“Registrar”	2.04
“Shelf Registration Statement	Appendix A
“Surviving Person”	5.01

SECTION 1.03.  Incorporation by Reference of Trust Indenture Act.  This Indenture is subject to the mandatory provisions of the TIA, which are incorporated by reference in and made a part of this Indenture.  The following TIA terms have the following meanings:

“Commission” means the SEC.

“indenture securities” means the Securities and the Subsidiary Guarantees.

“indenture security holder” means a Securityholder.

“indenture to be qualified” means this Indenture.

“indenture trustee” or “institutional trustee” means the Trustee.

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“obligor” on the indenture securities means the Company, each Subsidiary Guarantor and any other obligor on the indenture securities.

All other TIA terms used in this Indenture that are defined by the TIA, defined by TIA reference to another statute or defined by SEC rule have the meanings assigned to them by such definitions.

SECTION 1.04.  Rules of Construction.  Unless the context otherwise requires:

(1)  a term has the meaning assigned to it;

(2)  an accounting term not otherwise defined has the meaning assigned to it in accordance with GAAP;

(3)  “or” is not exclusive;

(4)  “including” means including without limitation;

(5)  words in the singular include the plural and words in the plural include the singular;

(6)  unsecured Debt shall not be deemed to be subordinate or junior to secured Debt merely by virtue of its nature as unsecured Debt;

(7)  the principal amount of any noninterest bearing or other discount security at any date shall be the principal amount thereof that would be shown on a balance sheet of the issuer dated such date prepared in accordance with GAAP; and

(8)  the principal amount of any Preferred Stock shall be the greater of (i) the maximum liquidation value of such Preferred Stock or (ii) the maximum mandatory redemption or mandatory repurchase price with respect to such Preferred Stock.

ARTICLE II

The Securities

SECTION 2.01.  Amount of Securities; Issuable in Series.  The aggregate principal amount of Securities which may be authenticated and delivered under this Indenture is unlimited, subject to compliance with Section 4.03.  All Securities shall be identical in all respects other than issue prices and issuance dates.  The Securities may be issued in one or more series; provided, however, that any Securities issued with original issue discount (“OID”) for Federal income tax purposes shall not be issued as part of the same series as any Securities that are issued with a different amount of OID or are not issued with OID.  All Securities of any one series shall be substantially identical except as to denomination.

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Subject to Section 2.03, the Trustee shall authenticate Securities for original issue on the Issue Date in the aggregate principal amount of $275,000,000 (the “Offered Securities”).  With respect to any Securities issued after the Issue Date (except for Securities authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, Original Securities pursuant to Section 2.07, 2.08, 2.09 or 3.06 or Appendix A), there shall be established in or pursuant to a resolution of the Board of Directors, and subject to Section 2.03, set forth, or determined in the manner provided in an Officers’ Certificate, or established in one or more indentures supplemental hereto, prior to the issuance of such Securities:

(1)  whether such Securities shall be issued as part of a new or existing series of Securities and the title of such Securities (which shall distinguish the Securities of the series from Securities of any other series);

(2)  the aggregate principal amount of such Securities that may be authenticated and delivered under this Indenture is unlimited (except for Securities authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Securities of the same series pursuant to Section 2.07, 2.08, 2.09 or 3.06 or Appendix A and except for Securities which, pursuant to Section 2.03, are deemed never to have been authenticated and delivered hereunder), subject to compliance with Section 4.03;

(3)  the issue price and issuance date of such Securities, including the date from which interest on such Securities shall accrue;

(4)  if applicable, that such Securities shall be issuable in whole or in part in the form of one or more Global Securities and, in such case, the respective depositories for such Global Securities, the form of any legend or legends that shall be borne by any such Global Security in addition to or in lieu of that set forth in Exhibit 1 to Appendix A and any circumstances in addition to or in lieu of those set forth in Section 2.3 of Appendix A in which any such Global Security may be exchanged in whole or in part for Securities registered, and any transfer of such Global Security in whole or in part may be registered, in the name or names of Persons other than the depository for such Global Security or a nominee thereof; and

(5)  if applicable, that such Securities shall not be issued in the form of Initial Securities subject to Appendix A, but shall be issued in the form of Exchange Securities as set forth in Exhibit A.

If any of the terms of any series are established by action taken pursuant to a resolution of the Board of Directors, a copy of an appropriate record of such action shall be certified by the Secretary or any Assistant Secretary of the Company and delivered to the Trustee at or prior to the delivery of the Officers’ Certificate or the indenture supplemental hereto setting forth the terms of the series.

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SECTION 2.02.  Form and Dating.  Provisions relating to the Initial Securities of each series and the Exchange Securities are set forth in Appendix A, which is hereby incorporated in and expressly made part of this Indenture.  The Initial Securities of each series and the Trustee’s certificate of authentication shall be substantially in the form of Exhibit 1 to Appendix A which is hereby incorporated in and expressly made a part of this Indenture.  The Exchange Securities and the Trustee’s certificate of authentication shall be substantially in the form of Exhibit A, which is hereby incorporated in and expressly made a part of this Indenture.  The Securities of each series may have notations, legends or endorsements required by law, stock exchange rule, agreements to which the Company is subject, if any, or usage, provided that any such notation, legend or endorsement is in a form reasonably acceptable to the Company.  Each Security shall be dated the date of its authentication.  The terms of the Securities of each series set forth in Exhibit 1 to Appendix A and Exhibit A are part of the terms of this Indenture.

SECTION 2.03.  Execution and Authentication.  Two Officers shall sign the Securities for the Company by manual or facsimile signature.  The Company’s seal may be impressed, affixed, imprinted or reproduced on the Securities and may be in facsimile form.

If an Officer whose signature is on a Security no longer holds that office at the time the Trustee authenticates the Security, the Security shall be valid nevertheless.

At any time and from time to time after the execution and delivery of this Indenture, the Company may deliver Securities of any series executed by the Company to the Trustee for authentication, together with a written order of the Company in the form of an Officers’ Certificate for the authentication and delivery of such Securities, and the Trustee in accordance with such written order of the Company shall authenticate and deliver such Securities.

A Security shall not be valid until an authorized signatory of the Trustee manually signs the certificate of authentication on the Security.  The signature shall be conclusive evidence that the Security has been authenticated under this Indenture.

The Trustee may appoint an authenticating agent reasonably acceptable to the Company to authenticate the Securities.  Any such appointment shall be evidenced by an instrument signed by the Trustee, a copy of which shall be furnished to the Company.  Unless limited by the terms of such appointment, an authenticating agent may authenticate Securities whenever the Trustee may do so.  Each reference in this Indenture to authentication by the Trustee includes authentication by such agent.  An authenticating agent has the same rights as any Registrar, Paying Agent or agent for service of notices and demands.

SECTION 2.04.  Registrar and Paying Agent.  The Company shall maintain an office or agency where Securities may be presented for registration of transfer or for exchange (the “Registrar”) and an office or agency where Securities may be presented for payment (the “Paying Agent”).  The Registrar shall keep a register of the

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Securities and of their transfer and exchange.  The Company may have one or more co-registrars and one or more additional paying agents.  The term “Registrar” includes any co-registrar.  The term “Paying Agent” includes any additional paying agent.

The Company shall enter into an appropriate agency agreement with any Registrar or Paying Agent not a party to this Indenture, which shall incorporate the terms of the TIA.  The agreement shall implement the provisions of this Indenture that relate to such agent.  The Company shall notify the Trustee of the name and address of any such agent.  If the Company fails to maintain a Registrar or Paying Agent, the Trustee shall act as such and shall be entitled to appropriate compensation therefor pursuant to Section 7.07.  The Company or any of its domestically incorporated Wholly Owned Subsidiaries may act as Paying Agent, Registrar or transfer agent.

The Company initially appoints the Trustee as Registrar and Paying Agent in connection with the Securities.

The Company may remove any Registrar or Paying Agent upon written notice to such Registrar or Paying Agent and to the Trustee; provided, however, that no such removal shall become effective until (i) acceptance of an appointment by a successor as evidenced by an appropriate agreement entered into by the Company and such successor Registrar or Paying Agent, as the case may be, and delivered to the Trustee or (ii) notification to the Trustee that the Trustee shall serve as Registrar or Paying Agent until the appointment of a successor in accordance with clause (i) above.  The Registrar or Paying Agent may resign at any time upon written notice to the Company and the Trustee.

SECTION 2.05.  Paying Agent To Hold Money in Trust.  On or prior to each due date of the principal and interest on any Security, the Company shall deposit with the Paying Agent a sum sufficient to pay such principal and interest when so becoming due.  The Company shall require each Paying Agent (other than the Trustee) to agree in writing that the Paying Agent shall hold in trust for the benefit of Securityholders or the Trustee all money held by the Paying Agent for the payment of principal of or interest on the Securities and shall notify the Trustee of any default by the Company in making any such payment.  If the Company or a Wholly Owned Subsidiary acts as Paying Agent, it shall segregate the money held by it as Paying Agent and hold it as a separate trust fund.  The Company at any time may require a Paying Agent to pay all money held by it to the Trustee and to account for any funds disbursed by the Paying Agent.  Upon complying with this Section, the Paying Agent shall have no further liability for the money delivered to the Trustee.

SECTION 2.06.  Securityholder Lists.  The Trustee shall preserve in as current a form as is reasonably practicable the most recent list available to it of the names and addresses of Securityholders and shall otherwise comply with TIA § 312(a).  If the Trustee is not the Registrar, the Company shall furnish to the Trustee, in writing at least five Business Days before each interest payment date and at such other times as the Trustee may request in writing, a list in such form and as of such date as the Trustee may reasonably require of the names and addresses of Securityholders.

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SECTION 2.07.  Replacement Securities.  If a mutilated Security is surrendered to the Registrar or if the Holder of a Security claims that such Security has been lost, destroyed or wrongfully taken, the Company shall issue and the Trustee shall authenticate a replacement Security if the requirements of Section 8-405 of the Uniform Commercial Code are met and the Holder satisfies any other reasonable requirements of the Trustee.  If required by the Trustee or the Company, such Holder shall furnish an indemnity bond sufficient in the judgment of the Company and the Trustee to protect the Company, the Trustee, the Paying Agent and the Registrar from any loss which any of them may suffer if a Security is replaced.  The Company and the Trustee may charge the Holder for their expenses in replacing a Security.

Every replacement Security is an additional obligation of the Company.

SECTION 2.08.  Outstanding Securities.  Securities outstanding at any time are all Securities authenticated by the Trustee except for those canceled by it, those delivered to it for cancelation and those described in this Section as not outstanding.  A Security does not cease to be outstanding because the Company or an Affiliate of the Company holds the Security.

If a Security is replaced pursuant to Section 2.07, it ceases to be outstanding unless the Trustee and the Company receive proof satisfactory to them that the replaced Security is held by a bona fide purchaser.

If the Paying Agent segregates and holds in trust, in accordance with this Indenture, on a redemption date or maturity date money sufficient to pay all principal and interest payable on that date with respect to the Securities (or portions thereof) to be redeemed or maturing, as the case may be, and the Paying Agent is not prohibited from paying such money to the Securityholders on that date pursuant to the terms of this Indenture, then on and after that date such Securities (or portions thereof) cease to be outstanding and interest on them ceases to accrue.

SECTION 2.09.  Temporary Securities.  Until definitive Securities are ready for delivery, the Company may prepare and the Trustee shall authenticate temporary Securities.  Temporary Securities shall be substantially in the form of definitive Securities but may have variations that the Company considers appropriate for temporary Securities.  Without unreasonable delay, the Company shall prepare and the Trustee shall authenticate definitive Securities and deliver them in exchange for temporary Securities.

SECTION 2.10.  Cancelation.  The Company at any time may deliver Securities to the Trustee for cancelation.  The Registrar and the Paying Agent shall forward to the Trustee any Securities surrendered to them for registration of transfer, exchange or payment.  The Trustee and no one else shall cancel and destroy (subject to the record retention requirements of the Exchange Act) all Securities surrendered for registration of transfer, exchange, payment or cancelation and deliver a certificate of such destruction to the Company unless the Company directs the Trustee to deliver canceled

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Securities to the Company.  The Company may not issue new Securities to replace Securities it has redeemed, paid or delivered to the Trustee for cancelation.

SECTION 2.11.  Defaulted Interest.  If the Company defaults in a payment of interest on the Securities, the Company shall pay the defaulted interest (plus interest on such defaulted interest to the extent lawful) in any lawful manner.  The Company may pay the defaulted interest to the persons who are Securityholders on a subsequent special record date.  The Company shall fix or cause to be fixed any such special record date and payment date to the reasonable satisfaction of the Trustee and shall promptly mail to each Securityholder a notice that states the special record date, the payment date and the amount of defaulted interest to be paid.

SECTION 2.12.  CUSIP Numbers.  The Company in issuing the Securities may use “CUSIP” numbers and corresponding “ISIN” numbers (if then generally in use) and, if so, the Trustee shall use “CUSIP” numbers in notices of redemption as a convenience to Holders; provided, however, that neither the Company nor the Trustee shall have any responsibility for any defect in the “CUSIP” number that appears on any Security, check, advice of payment or redemption notice, and any such notice may state that no representation is made as to the correctness of such numbers either as printed on the Securities or as contained in any notice of a redemption and that reliance may be placed only on the other identification numbers printed on the Securities, and any such redemption shall not be affected by any defect in or omission of such numbers.

ARTICLE III

Redemption

SECTION 3.01.  Notices to Trustee.  If the Company elects to redeem Securities pursuant to paragraph 5 of the Securities it shall notify the Trustee in writing of the redemption date, the principal amount of Securities to be redeemed and that such redemption is being made pursuant to paragraph 5 of the Securities.

The Company shall give each notice to the Trustee provided for in this Section in connection with a redemption pursuant to paragraph 5 of the Securities at least 45 days before the redemption date unless the Trustee consents to a shorter period.  Such notice shall be accompanied by an Officers’ Certificate and an Opinion of Counsel from the Company to the effect that such redemption will comply with the conditions herein.

SECTION 3.02.  Selection of Securities To Be Redeemed.  If fewer than all the Securities are to be redeemed, the Trustee shall select the Securities to be redeemed pro rata or by lot or by a method that complies with applicable legal and securities exchange requirements, if any, and that the Trustee considers fair and appropriate and in accordance with methods generally used at the time of selection by fiduciaries in similar circumstances.  The Trustee shall make the selection from outstanding Securities not previously called for redemption.  The Trustee may select for redemption portions of the principal of Securities that have denominations larger than $1,000.  Securities and portions of them the Trustee selects shall be in amounts of $1,000

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or a whole multiple of $1,000.  Provisions of this Indenture that apply to Securities called for redemption also apply to portions of Securities called for redemption.  The Trustee shall notify the Company promptly of the Securities or portions of Securities to be redeemed.

SECTION 3.03.  Notice of Redemption.  At least 30 days but not more than 60 days before a date for redemption of Securities, the Company shall mail or cause to be mailed a notice of redemption by first-class mail to each Holder of Securities to be redeemed.

The notice shall identify the Securities to be redeemed and shall state:

(i)  the redemption date;

(ii)  the redemption price;

(iii)  the name and address of the Paying Agent;

(iv)  that Securities called for redemption must be surrendered to the Paying Agent to collect the redemption price;

(v)  if fewer than all the outstanding Securities are to be redeemed, the identification and principal amounts of the particular Securities to be redeemed;

(vi)  that, unless the Company defaults in making such redemption payment or the Paying Agent is prohibited from making such payment pursuant to the terms of this Indenture, interest on Securities (or portion thereof) called for redemption ceases to accrue on and after the redemption date; and

(vii)  that no representation is made as to the correctness or accuracy of the CUSIP number, if any, listed in such notice or printed on the Securities.

At the Company’s request, the Trustee shall give the notice of redemption in the Company’s name and at the Company’s expense.  In such event, the Company shall provide the Trustee with the information required by this Section.

SECTION 3.04.  Effect of Notice of Redemption.  Once notice of redemption is mailed, Securities called for redemption become due and payable on the redemption date and at the redemption price stated in the notice.  Upon surrender to the Paying Agent, such Securities shall be paid at the redemption price stated in the notice, plus accrued interest to the redemption date (subject to the right of Holders of record on the relevant record date to receive interest due on the related interest payment date that is on or prior to the date of redemption).  Failure to give notice or any defect in the notice to any Holder shall not affect the validity of the notice to any other Holder.

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SECTION 3.05.  Deposit of Redemption Price.  On or prior to the redemption date, the Company shall deposit with the Paying Agent (or, if the Company or a Wholly Owned Subsidiary is the Paying Agent, shall segregate and hold in trust) money sufficient to pay the redemption price of and accrued interest (subject to the right of Holders of record on the relevant record date to receive interest due on the related interest payment date that is on or prior to the date of redemption) on all Securities to be redeemed on that date other than Securities or portions of Securities called for redemption that have been delivered by the Company to the Trustee for cancelation.  The Trustee or the Paying Agent will promptly return to the Company any money deposited with the Trustee or Paying Agent by the Company in excess of the amounts necessary to pay the redemption price of and accrued interest on all Securities to be redeemed.

SECTION 3.06.  Securities Redeemed in Part.  Upon surrender of a Security that is redeemed in part, the Company shall execute and the Trustee shall authenticate for the Holder (at the Company’s expense) a new Security equal in principal amount to the unredeemed portion of the Security surrendered.

ARTICLE IV

Covenants

SECTION 4.01.  Payment of Securities.  The Company shall promptly pay the principal of and interest on the Securities on the dates and in the manner provided in the Securities and in this Indenture.  Principal and interest shall be considered paid on the date due if on such date the Trustee or the Paying Agent holds in accordance with this Indenture money sufficient to pay all principal and interest then due and the Trustee or the Paying Agent, as the case may be, is not prohibited from paying such money to the Securityholders on that date pursuant to the terms of this Indenture.

The Company shall pay interest on overdue principal at the rate specified therefor in the Securities, and it shall pay interest on overdue installments of interest at the rate borne by the Securities to the extent lawful.

SECTION 4.02.  Reports.  (a)  Whether or not required by the SEC, so long as any Securities are outstanding, if not filed electronically with the SEC through the SEC’s Electronic Data Gathering, Analysis, and retrieval System (or any successor system), the Company will furnish to the holders of Securities, within the time periods specified in the SEC’s rules and regulations:

(1)  all quarterly and annual financial information that would be required to be contained in a filing with the SEC on Forms 10-Q and 10-K if the Company were required to file such Forms, including a “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and, with respect to the annual information only, a report on the annual financial statements by the Company’s certified independent accountants; and

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(2)  all current reports that would be required to be filed with the SEC on Form 8-K if the Company were required to file such reports.

(b)  Whether or not required by the SEC, after the consummation of the Registered Exchange Offer or the effectiveness of the Shelf Registration Statement, the Company will file a copy of all of the information and reports referred to in clauses (1) and (2) of paragraph (a) above with the SEC for public availability within the time periods specified in the SEC’s rules and regulations (unless the SEC will not accept such a filing) and make such information available to securities analysts and prospective investors upon request.  In addition, for so long as any Securities remain outstanding, the Company will furnish to the holders of the Securities and to securities analysts and prospective investors, upon their request, the information required to be delivered pursuant to Rule 144A(4) under the Securities Act.

(c)  If at any time Parent becomes a Guarantor (there being no obligation of Parent to do so), holds no material assets other than cash, Cash Equivalents and the Capital Stock of the Company or of any direct or indirect parent corporation of the Company (and performs the related incidental activities associated with such ownership) and complies with the requirements of Rule 3-10 of Regulation S-X promulgated by the SEC (or any successor provision), the reports, information and other documents required to be filed and furnished to holders of the Securities pursuant to this covenant may, at the option of the Company, be filed by and be those of Parent rather than the Company.

(d)  Notwithstanding the foregoing, the requirements of this Section 4.02 shall be deemed satisfied prior to the commencement of the Registered Exchange Offer or the effectiveness of the Shelf Registration Statement by the filing with the SEC of the Exchange Offer Registration Statement and/or Shelf Registration Statement, and any amendments thereto, with such financial information that satisfies Regulation S-X of the Securities Act.

(e)  If the Company has designated any of its Subsidiaries as Unrestricted Subsidiaries and such Unrestricted Subsidiaries, either individually or collectively, would otherwise have been a Significant Subsidiary, then the quarterly and annual financial information referred to in clause (1) above shall include a reasonably detailed presentation, either on the face of the financial statements or in the footnotes to the financial statements and in Management’s Discussion and Analysis of Financial Condition and Results of Operations, of the financial condition and results of operations of the Company and the Restricted Subsidiaries of the Company.

(f)  The Company shall deliver to the Trustee within 120 days after the end of each fiscal year of the Company an Officer’s Certificate stating whether or not the signatories know of any Default by the Company in performing any of its obligations under this Indenture and the Notes.  If such signatories have knowledge of any such Default, the certificate shall describe the Default and its status.

SECTION 4.03.  Limitation on Debt.  (a)  The Company shall not, and shall not permit any Restricted Subsidiary to, Incur, directly or indirectly, any Debt

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unless, after giving pro forma effect to the application of the proceeds thereof, no Default or Event of Default would occur as a consequence of such Incurrence or be continuing following such Incurrence and such Debt is Debt of the Company or a Subsidiary Guarantor and after giving pro forma effect to the Incurrence of such Debt and the application of the proceeds thereof, the Consolidated Interest Coverage Ratio would be greater than 2.00 to 1.00.

(b)  Notwithstanding the foregoing paragraph (a), each of the following shall be permitted (collectively, “Permitted Debt”):

(1)  Debt of the Company evidenced by the Offered Securities and the Offered Senior Notes and of Subsidiary Guarantors evidenced by Subsidiary Guarantees relating to the Offered Securities and the Offered Senior Notes and Debt of the Company represented by the Exchange Securities with respect to the Offered Securities and the Senior Exchange Notes with respect to the Offered Senior Notes and the Subsidiary Guarantors evidenced by Subsidiary Guarantees relating to the Exchange Securities with respect to the Offered Securities and the Senior Exchange Notes with respect to the Offered Senior Notes;

(2)  Debt of the Company or a Subsidiary Guarantor under any Credit Facilities; provided, however, that the aggregate principal amount of all such Debt under the Credit Facilities at any one time outstanding shall not exceed $650,000,000, which amount shall be permanently reduced by the amount of Net Available Cash used to Repay Debt under the Credit Facilities, and not subsequently reinvested in Additional Assets or used to purchase Securities or Repay other Debt, pursuant to Section 4.06;

(3)  Debt of the Company owing to and held by any Restricted Subsidiary and Debt of a Restricted Subsidiary owing to and held by the Company or any Restricted Subsidiary; provided, however, that (A) any subsequent issue or transfer of Capital Stock or other event that results in any such Restricted Subsidiary ceasing to be a Restricted Subsidiary or any subsequent transfer of any such Debt (except to the Company or a Restricted Subsidiary) shall be deemed, in each case, to constitute the Incurrence of such Debt by the issuer thereof and (B) if the Company is the obligor on such Debt, such Debt is expressly subordinated to the prior payment in full in cash of all obligations with respect to the Securities;

(4)  Debt outstanding on the Issue Date not otherwise described in clauses (1) through (3) above;

(5)  (A)  Debt (including Capital Lease Obligations) Incurred by the Company or any Subsidiary Guarantor (i) to finance the purchase, lease, construction or improvement of property (real or personal) or equipment (whether through the direct purchase of assets or the Capital Stock of any Person owning such assets) at the time of, or within 270 days after, such purchase, lease or improvement or (ii) as part of a Sale and Leaseback Transaction and (B) Debt

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constituting Guarantees of Debt of Permitted Joint Ventures; provided, however, that the aggregate principal amount of such Debt and Guarantees, when taken together with the amount of Debt and Guarantees previously Incurred pursuant to this clause (5) and then outstanding (including any Permitted Refinancing Debt with respect thereto), does not exceed the greater of (x) $50,000,000 and (y) 6.0% of Total Tangible Assets;

(6)  Debt of a Restricted Subsidiary outstanding on the date on which such Restricted Subsidiary was acquired by the Company or otherwise became a Restricted Subsidiary (other than Debt Incurred as consideration in, or to provide all or any portion of the funds or credit support utilized to consummate, the transaction or series of transactions pursuant to which such Restricted Subsidiary became a Subsidiary of the Company or was otherwise acquired by the Company); provided, however, that at the time such Restricted Subsidiary was acquired by the Company or otherwise became a Restricted Subsidiary and after giving effect to the Incurrence of such Debt, the Company would have been able to Incur $1.00 of additional Debt pursuant to paragraph (a) of this Section 4.03;

(7)  Debt under Interest Rate Agreements entered into by the Company or a Restricted Subsidiary for the purpose of limiting interest rate risk in the ordinary course of the financial management of the Company or such Restricted Subsidiary and not for speculative purposes; provided, however, that the obligations under such agreements are directly related to payment obligations on Debt otherwise permitted by the terms of this Section 4.03;

(8)  Debt under Currency Exchange Protection Agreements entered into by the Company or a Restricted Subsidiary for the purpose of limiting currency exchange rate risks directly related to transactions entered into by the Company or such Restricted Subsidiary in the ordinary course of business and not for speculative purposes;

(9)  Debt in connection with one or more standby letters of credit, performance, bid or surety bonds or completion guarantees issued by the Company or a Restricted Subsidiary in the ordinary course of business or repayment obligations pursuant to self-insurance obligations and, in each case, not in connection with the borrowing of money or the obtaining of advances or credit;

(10)  Debt arising from agreements of the Company or a Restricted Subsidiary providing for indemnification, adjustment of purchase price or similar obligations, in each case, incurred in connection with the disposition of any business, assets or Capital Stock of a Subsidiary, other than Guarantees of Debt Incurred by any Person acquiring all or any portion of such business, assets or Capital Stock; provided, however, that the maximum aggregate liability in respect of all such Debt shall at no time exceed the gross proceeds actually received by the Company or such Restricted Subsidiary in connection with such disposition;

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(11)  Debt arising from the honoring by a bank or other financial institution of a check, draft or similar instrument drawn against insufficient funds in the ordinary course of business; provided, however, that such Debt is extinguished within five Business Days of its Incurrence;

(12)  Permitted Refinancing Debt Incurred in respect of Debt Incurred pursuant to paragraph (a) of this Section 4.03 and clauses (1), (4), (5) and (6) above;

(13)  Debt in the form of loans from Unrestricted Subsidiaries in an aggregate principal amount at any time outstanding not to exceed $10,000,000;

(14)  Debt consisting of promissory notes issued by the Company or any Restricted Subsidiary to current or former officers, directors or employees of the Company or any of its Subsidiaries (or permitted transferees of such officers, directors or employees) to finance any repurchase of shares of Capital Stock or options to purchase shares of Capital Stock made in accordance with clause (d) of the second paragraph of Section 4.04;

(15)  any Guarantee by the Company or a Subsidiary Guarantor of Debt of the Company or a Subsidiary Guarantor that was Incurred in compliance with this covenant; provided, however, that if such Debt is by its express terms subordinated in right of payment to the Securities or the Subsidiary Guarantee of such Subsidiary Guarantor, as applicable, any such guarantee with respect to such Debt shall be expressly subordinated in right of payment to the Securities or such Subsidiary Guarantor’s Subsidiary Guarantee; and

(16)  in addition to the items referred to in clauses (1) through (l5) above, Debt of the Company or a Subsidiary Guarantor in an aggregate principal amount which, when taken together with the amount of Debt previously Incurred pursuant to this clause (16) and then outstanding, does not exceed $50,000,000.

(c)  Notwithstanding anything to the contrary contained in this Section 4.03,

(a)  the Company shall not, and shall not permit any Subsidiary Guarantor to, Incur any Debt pursuant to paragraph (b) of this Section 4.03 if the proceeds thereof are used, directly or indirectly, to Refinance:

(1)  any Subordinated Obligations unless such Debt shall be subordinated to the Securities or the applicable Subsidiary Guarantee, as the case may be, to at least the same extent as such Subordinated Obligations or

(2)  any Senior Subordinated Debt unless such Debt shall be Senior Subordinated Debt or shall be subordinated to the Securities or the applicable Subsidiary Guarantee, as the case may be, and

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(b)  the Company shall not permit any Restricted Subsidiary that is not a Subsidiary Guarantor to Incur any Debt pursuant to this Section 4.03 if the proceeds thereof are used, directly or indirectly, to Refinance any Subordinated Obligations or Senior Subordinated Debt of the Company or any Subsidiary Guarantor.

(d)  For purposes of determining compliance with this Section 4.03:

(1)  any Debt under the Credit Facilities Incurred on the Issue Date will be deemed to have been Incurred pursuant to clause (2) of paragraph (b) above;

(2)  in the event that an item of Debt meets the criteria of more than one of the types of Debt described above, the Company, in its sole discretion, will classify such item of Debt at the time of Incurrence and only be required to include the amount and type of such Debt in one of the above clauses;

(3)  the Company will be entitled to divide and classify an item of Debt in more than one of the types of Debt described above; and

(4)  other than Debt classified pursuant to clause (1) of this paragraph, following the date of its Incurrence, any Debt originally classified as Incurred pursuant to one of the clauses in the definition of “Permitted Debt” above may later be reclassified by the Company such that it will be deemed as having been Incurred pursuant to another clause in the definition of “Permitted Debt” above, as applicable, to the extent that such reclassified Debt could be Incurred pursuant to such new clause at the time of such reclassification.

SECTION 4.04.  Limitation on Restricted Payments.  The Company shall not make, and shall not permit any Restricted Subsidiary to make, directly or indirectly, any Restricted Payment if at the time of, and after giving effect to, such proposed Restricted Payment,

(a)  a Default or Event of Default shall have occurred and be continuing,

(b)  the Company could not Incur at least $1.00 of additional Debt pursuant to paragraph (a) of Section 4.03 or

(c)  the aggregate amount of such Restricted Payment and all other Restricted Payments declared or made since the Issue Date (the amount of any Restricted Payment, if made other than in cash, to be based upon Fair Market Value) would exceed an amount equal to the sum of (without duplication):

(1)  50% of the aggregate amount of Consolidated Net Income accrued during the period (treated as one accounting period) from the beginning of the fiscal quarter during which the Issue Date occurs to the end of the most recent fiscal quarter ending prior to the date of such Restricted Payment for which internal financial statements are available (or if the aggregate amount of

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Consolidated Net Income for such period shall be a deficit, minus 100% of such deficit), plus

(2)  Capital Stock Sale Proceeds, net cash capital contributions and the Fair Market Value of Property (other than Debt) contributed in respect of the Company’s Capital Stock (other than Disqualified Stock) subsequent to the Issue Date, plus

(3)  the sum of:

(A)  the aggregate net cash proceeds and the Fair Market Value of Property (other than Debt) received by the Company or any Restricted Subsidiary from the issuance or sale after the Issue Date of convertible or exchangeable Debt that has been converted into or exchanged for Capital Stock (other than Disqualified Stock) of the Company, and

(B)  the aggregate amount by which Debt (other than Subordinated Obligations) of the Company or any Restricted Subsidiary is reduced on the Company’s consolidated balance sheet on or after the Issue Date upon the conversion or exchange of any Debt issued or sold on or prior to the Issue Date that is convertible or exchangeable for Capital Stock (other than Disqualified Stock) of the Company,

excluding, in the case of clause (A) or (B):

(x) any such Debt issued or sold to the Company or a Subsidiary of the Company or an employee stock ownership plan or trust established by the Company or any such Subsidiary for the benefit of their employees, and

(y) the aggregate amount of any cash or other Property distributed by the Company or any Restricted Subsidiary upon any such conversion or exchange,

plus

(4)  an amount equal to the sum of:

(A) the net reduction after the Issue Date in Investments (other than Permitted Investments) in any Person other than the Company or a Restricted Subsidiary resulting from dividends, repayments of loans or advances or other transfers of Property, proceeds realized on the sale of such Investment and proceeds representing the return of the capital, in each case to the Company or any Restricted Subsidiary from such Person, less the cost of the disposition of such Investments, and

(B) the portion (proportionate to the Company’s equity interest in such Unrestricted Subsidiary) of the Fair Market Value of the net assets of an Unrestricted Subsidiary at the time such Unrestricted Subsidiary is designated a Restricted Subsidiary;

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provided, however, that the foregoing sum shall not exceed, in the case of any Person, the amount of Investments (other than Permitted Investments) previously made (and treated as a Restricted Payment) by the Company or any Restricted Subsidiary in such Person.

Notwithstanding the foregoing limitation, the Company may:

(a)  pay dividends on its Capital Stock within 60 days of the declaration thereof if, on said declaration date, such dividends could have been paid in compliance with this Indenture; provided, however, that at the time of such payment of such dividend, no other Default or Event of Default shall have occurred and be continuing (or result therefrom); provided further, however, that such dividend shall be included in the calculation of the amount of Restricted Payments;

(b)  make any Restricted Payment in exchange for, or out of the proceeds of the substantially concurrent sale of, Capital Stock of the Company (other than Disqualified Stock and other than Capital Stock issued or sold to a Subsidiary of the Company or an employee stock ownership plan or trust established by the Company or any such Subsidiary for the benefit of their employees) or contributed in respect of such Capital Stock; provided, however, that

(1)  such Restricted Payment shall be excluded in the calculation of the amount of Restricted Payments and

(2)  the Capital Stock Sale Proceeds from such exchange or sale shall be excluded from the calculation pursuant to clause (c)(2) above;

(c)  purchase, repurchase, redeem, legally defease, acquire or retire for value any Subordinated Obligations in exchange for, or out of the proceeds of the substantially concurrent sale of, Permitted Refinancing Debt; provided, however, that such purchase, repurchase, redemption, legal defeasance, acquisition or retirement shall be excluded in the calculation of the amount of Restricted Payments;

(d)  repurchase shares of, or options to purchase shares of, Capital Stock of Parent, the Company or any of the Company’s Subsidiaries (or pay dividends to Parent to consummate any such repurchases) from current or former officers, directors or employees of the Company or any of its Subsidiaries (or permitted transferees of such current or former officers, directors or employees), pursuant to the terms of agreements (including employment agreements) or plans (or amendments thereto) approved by the Parent Board or the Board of Directors under which such individuals purchase or sell, or are granted the option to purchase or sell, shares of such common

45

stock; provided, however, that the aggregate amount of such repurchases in any calendar year shall not exceed the lesser of (A) the sum of (x) $500,000 and (y) the aggregate amount of Restricted Payments permitted (but not made) in prior calendar years pursuant to this clause (d) and (B) the sum of (i) $2,500,000 plus (ii) the amount of net cash proceeds received by the Company after the Issue Date from any payment under “key-man” life insurance policies obtained by the Company or a Restricted Subsidiary to insure the life of any director or officer of the Company or a Restricted Subsidiary; and provided further, however, that such repurchases shall be excluded in the calculation of the amount of Restricted Payments;

(e)  pay dividends or make other distributions to Parent to be used by Parent:

(1)  to pay its franchise taxes and other fees required to maintain its corporate existence;

(2)  to pay for general corporate and overhead expenses (including salaries and other compensation of employees) incurred by Parent in the ordinary course of its business to the extent such expenses are attributable to the ownership or operation of the Company and the Restricted Subsidiaries; provided, however, that no such funds shall be used for the payment of fees to Welsh, Carson, Anderson & Stowe, its Affiliates, directors, officers or any other Person associated with Welsh, Carson Anderson & Stowe; and

(3)  to pay fees and expenses other than to Affiliates related to an unsuccessful equity or debt offering not prohibited by this Indenture;

provided, however, that such dividends shall be excluded in thecalculation of the amount of Restricted Payments;

(f)  pay dividends or make distributions or advances to Parent to be used by Parent to pay Federal, state and local taxes payable by Parent and directly attributable to (or arising as a result of) the operations of the Company and the Restricted Subsidiaries; provided, however, that (A) the amount of such dividends shall not exceed the amount that the Company and its Restricted Subsidiaries would be required to pay in respect of such Federal, state or local taxes were the Company to pay such taxes as a stand-alone taxpayer (including any interest or penalties thereon) and (B) such dividends, distributions and advances pursuant to this clause (f) are used by Parent for such purposes within 10 days of the receipt of such dividends; provided further, however, that such dividends, distributions and advances shall be excluded in the calculation of the amount of Restricted Payments;

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(g)  make payments to former stockholders of US Oncology, Inc. in connection with the exercise of appraisal rights arising as a result of the Transactions under applicable law; provided, however, that such payments shall be excluded in the calculation of the amount of Restricted Payments;

(h)  make any Restricted Payment required by the Merger Agreement in connection with the Transactions and described in the Offering Memorandum; provided, however, that such payments shall be excluded in the calculation of the amount of Restricted Payments;

(i)  make repurchases of shares of common stock of the Company deemed to occur upon the exercise of options to purchase shares of common stock of the Company if such shares of common stock of the Company represent a portion of the exercise price of such options; provided, however, that such repurchases shall be excluded in the calculation of the amount of Restricted Payments;

(j)  purchase, defease or otherwise acquire or retire for value any Subordinated Obligations upon a Change of Control of the Company or an Asset Sale by the Company, to the extent required by any agreement pursuant to which such Subordinated Obligations were issued, but only if the Company has complied with Section 4.12 and Section 4.06; provided, however, that such payments shall be included in the calculation of the amount of Restricted Payments; and

(k)  make Restricted Payments in an amount which, when taken together with all Restricted Payments made pursuant to this clause (k), does not exceed $30,000,000; provided, however, that at the time of each such Restricted Payment, no Default or Event of Default shall have occurred and be continuing (or result therefrom); provided further, however, that such Restricted Payments shall be excluded in the calculation of the amount of Restricted Payments.

SECTION 4.05.  Limitation on Issuance or Sale of Capital Stock of Restricted Subsidiaries.  The Company shall not:

(a)  directly or indirectly sell, pledge, hypothecate or otherwise dispose of any shares of Capital Stock of a Restricted Subsidiary, or

(b)  permit any Restricted Subsidiary to, directly or indirectly, issue or sell or otherwise dispose of any shares of its Capital Stock,

other than, in the case of either (a) or (b):

(1)  directors’ qualifying shares,

(2)  to the Company or a Wholly Owned Restricted Subsidiary, or

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(3)  if, immediately after giving effect to such disposition, such Restricted Subsidiary either (i) remains a Restricted Subsidiary or (ii) would no longer constitute a Restricted Subsidiary and any Investment in such Person remaining after giving effect thereto is treated as a new Investment by the Company and such Investment would constitute a Permitted Investment or would be permitted to be made under Section 4.04 if made on the date of such disposition.

SECTION 4.06.  Limitation on Asset Sales.  (a)  The Company shall not permit any Restricted Subsidiary to, directly or indirectly, consummate any Asset Sale unless:

(i)  the Company or such Restricted Subsidiary receives consideration at the time of such Asset Sale at least equal to the Fair Market Value of the Property subject to such Asset Sale; provided, however, that with respect to PPM Asset Sales, the Company receives consideration at the time of such PPM Asset Sale at least equal to the lesser of (x) the Fair Market Value of such Property and (y) the net book value of such Property excluding any write-downs or reductions in net book value after March 31, 2004 other than as a result of normal course depreciation and amortization or casualty or destruction or, if specified in the applicable Management Services Agreement, the price at which the purchaser of such Property is entitled to purchase such Property pursuant to such Management Services Agreement; and

(ii)  at least 75% of the consideration paid to the Company or such Restricted Subsidiary in connection with such Asset Sale is in the form of cash or cash equivalents.

For the purposes of this covenant, the following are deemed to be cash or cash equivalents:

(1)  the assumption of Debt of the Company (other than obligations in respect of Disqualified Stock of the Company) or any Restricted Subsidiary (other than obligations in respect of Disqualified Stock or Preferred Stock of a Subsidiary Guarantor) and the release of the Company or such Restricted Subsidiary from all liability on such Debt in connection with such Asset Sale;

(2)  securities received by the Company or any Restricted Subsidiary from the transferee that are converted by the Company or such Restricted Subsidiary into cash within 90 days, to the extent of cash received in that conversion; and

(3)  with respect to PPM Asset Sales, (x) the principal amount of any Debt of the Company canceled or retired as consideration to the Company or a Restricted Subsidiary in such PPM Asset Sale and (y) Capital Stock of Parent at the time of such PPM Asset Sale in an aggregate amount which, when taken together with any other such Debt or Capital Stock received pursuant to this clause (3), does not exceed $10,000,000.

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(b)  The Net Available Cash (or any portion thereof) from Asset Sales may be applied by the Company or a Restricted Subsidiary, to the extent the Company or such Restricted Subsidiary elects (or is required by the terms of any Debt):

(i)  to Repay Senior Debt of the Company or any Subsidiary Guarantor or Debt of any Restricted Subsidiary that is not a Subsidiary Guarantor (excluding, in any such case, any Debt owed to the Company or an Affiliate of the Company); or

(ii)  to reinvest in Additional Assets (including by means of an Investment in Additional Assets by a Restricted Subsidiary with Net Available Cash received by the Company or another Restricted Subsidiary).

(c)  Any Net Available Cash from an Asset Sale not applied in accordance with the preceding paragraph within (a) if any Senior Notes are outstanding, 60 days from the date any prepayment offer is required to be made pursuant to the “asset sale” covenant in the indenture governing the Senior Notes or (b) if no Senior Notes are outstanding, one year from the date of the receipt of such Net Available Cash (or, if later, 90 days after the execution of any agreement with respect to such application, which agreement is signed within one year from the date of the receipt of such Net Available Cash) shall constitute “Excess Proceeds”.

When the aggregate amount of Excess Proceeds exceeds $20,000,000, the Company will be required to make an offer to purchase (the “Prepayment Offer”) the Securities which offer shall be in the amount of the Allocable Excess Proceeds, on a pro rata basis according to principal amount, at a purchase price equal to 100% of the principal amount thereof, plus accrued and unpaid interest, if any, to the purchase date (subject to the right of holders of record on the relevant record date to receive interest due on the relevant interest payment date), in accordance with the procedures (including prorating in the event of oversubscription) set forth in this Indenture.  To the extent that any portion of the amount of Net Available Cash remains after compliance with the preceding sentence and provided that all holders of Securities have been given the opportunity to tender their Securities for purchase in accordance with this Indenture, the Company or such Restricted Subsidiary may use such remaining amount for any purpose permitted by this Indenture and the amount of Excess Proceeds will be reset to zero.

The term “Allocable Excess Proceeds” will mean the product of:

(a)  the Excess Proceeds and

(b)  a fraction,

(1)  the numerator of which is the aggregate principal amount of the Securities Outstanding on the date of the Prepayment Offer, plus accrued and unpaid interest, if any, to such date, and

(2)  the denominator of which is the sum of (x) the aggregate principal amount of the Securities outstanding on the date of the Prepayment Offer, plus

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accrued and unpaid interest, if any, to such date and (y) the aggregate principal amount of other Debt of the Company outstanding on the date of the Prepayment Offer, plus accrued and unpaid interest, if any, to such date, that is pari passu in right of payment with the Securities and subject to terms and conditions in respect of Asset Sales similar in all material respects to the covenant described hereunder and requiring the Company to make an offer to purchase such Debt at substantially the same time as the Prepayment Offer.

(d)(1) Within five business days after the Company is obligated to make a Prepayment Offer as described in the preceding paragraph, the Company shall send a written notice, by first-class mail, to the holders of Securities, accompanied by such information regarding the Company and its Subsidiaries as the Company in good faith believes will enable such holders to make an informed decision with respect to such Prepayment Offer.  Such notice shall state, among other things, the purchase price and the purchase date, which shall be, subject to any contrary requirements of applicable law, a business day no earlier than 30 days nor later than 60 days from the date such notice is mailed.

(2)  Not later than the date upon which written notice of a Prepayment Offer is delivered to the Trustee as provided above, the Company shall deliver to the Trustee an Officers’ Certificate as to (i) the amount of the Prepayment Offer (the “Offer Amount”), (ii) the allocation of the Net Available Cash from the Asset Sales pursuant to which such Prepayment Offer is being made and (iii) the compliance of such allocation with the provisions of Section 4.06(b).  On or before the Purchase Date, the Company shall also irrevocably deposit with the Trustee or with the Paying Agent (or, if the Company or a Wholly Owned Subsidiary is the Paying Agent, shall segregate and hold in trust) in Temporary Cash Investments (other than in those enumerated in clause (b) of the definition of Temporary Cash Investments), maturing on the last day prior to the Purchase Date or on the Purchase Date if funds are immediately available by open of business, an amount equal to the Offer Amount to be held for payment in accordance with the provisions of this Section.  Upon the expiration of the period for which the Prepayment Offer remains open (the “Offer Period”), the Company shall deliver to the Trustee for cancelation the Securities or portions thereof that have been properly tendered to and are to be accepted by the Company.  The Trustee or the Paying Agent shall, on the Purchase Date, mail or deliver payment to each tendering Holder in the amount of the purchase price.  In the event that the aggregate purchase price of the Securities delivered by the Company to the Trustee is less than the Offer Amount, the Trustee or the Paying Agent shall deliver the excess to the Company immediately after the expiration of the Offer Period for application in accordance with this Section.

(3)  Holders electing to have a Security purchased shall be required to surrender the Security, with an appropriate form duly completed, to the Company or its agent at the address specified in the notice at least three Business Days prior to the

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Purchase Date.  Holders shall be entitled to withdraw their election if the Trustee or the Company receives not later than one Business Day prior to the Purchase Date, a telegram, telex, facsimile transmission or letter setting forth the name of the Holder, the principal amount of the Security that was delivered for purchase by the Holder and a statement that such Holder is withdrawing its election to have such Security purchased.  If at the expiration of the Offer Period the aggregate principal amount of Securities surrendered by Holders exceeds the Offer Amount, the Company shall select the Securities to be purchased on a pro rata basis for all Securities (with such adjustments as may be deemed appropriate by the Company so that only Securities in denominations of $1,000, or integral multiples thereof, shall be purchased).  Holders whose Securities are purchased only in part shall be issued new Securities equal in principal amount to the unpurchased portion of the Securities surrendered.

(4)  At the time the Company delivers Securities to the Trustee that are to be accepted for purchase, the Company shall also deliver an Officers’ Certificate stating that such Securities are to be accepted by the Company pursuant to and in accordance with the terms of this Section.  A Security shall be deemed to have been accepted for purchase at the time the Trustee or the Paying Agent mails or delivers payment therefor to the surrendering Holder.

(e)  The Company will comply, to the extent applicable, with the requirements of Section 14(e) of the Exchange Act and any other securities laws or regulations in connection with the repurchase of Securities pursuant to this Section 4.06.  To the extent that the provisions of any securities laws or regulations conflict with provisions of this Section 4.06, the Company will comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations under this Section 4.06 by virtue thereof.

SECTION 4.07.  Limitation on Restrictions on Distributions from Restricted Subsidiaries.  The Company shall not, and shall not permit any Restricted Subsidiary to, directly or indirectly, create or otherwise cause or suffer to exist any consensual restriction on the right of any Restricted Subsidiary to:

(a)  pay dividends, in cash or otherwise, or make any other distributions on or in respect of its Capital Stock, or pay any Debt or other obligation owed, to the Company or any other Restricted Subsidiary,

(b)  make any loans or advances to the Company or any other Restricted Subsidiary or

(c)  transfer any of its Property to the Company or any other Restricted Subsidiary.

The foregoing limitations will not apply:

(1)  with respect to clauses (a), (b) and (c), to restrictions:

(A)  in effect on the Issue Date,

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(B)  with respect to a Restricted Subsidiary pursuant to an agreement relating to any Debt Incurred by such Restricted Subsidiary on or prior to the date on which such Restricted Subsidiary was acquired by the Company (other than Debt Incurred as consideration in, or to provide all or any portion of the funds or credit support utilized to consummate, the transaction or series of related transactions pursuant to which such Restricted Subsidiary became a Restricted Subsidiary or was acquired by the Company) and outstanding on such date,

(C)  that result from the Refinancing of Debt Incurred pursuant to an agreement referred to in clause (1)(A) or (B) above or in clause (2)(A) below or any amendment or supplement to any such agreement; provided, however, that such restriction is no more restrictive than those contained in the agreement evidencing the Debt so Refinanced or the agreement being amended or supplemented, as determined in good faith by the Board of Directors, whose determination shall be conclusive,

(D)  imposed with respect to a Restricted Subsidiary pursuant to an agreement entered into for the sale or disposition of all or substantially all the Capital Stock or assets of such Restricted Subsidiary pending the closing of such sale or disposition,

(E)  on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business,

(F)  customary supermajority voting provisions and provisions with respect to the disposition of assets or property, in each case, contained in agreements relating to Permitted Joint Ventures that are Subsidiary Guarantors,

(G)  arising under applicable law,

(H)  contained in the terms of any Debt of the Company or any Restricted Subsidiary not Incurred in violation of this Indenture; provided, however, that such restrictions, taken as a whole, are no more restrictive in the aggregate than those contained in this Indenture, as determined in good faith by the Board of Directors whose determination shall be conclusive, or

(I)  contained in any agreement or instrument governing Senior Debt (including the Credit Facilities) not Incurred in violation of this Indenture; provided, however, that such restrictions, taken as a whole, are no more restrictive in the aggregate than those contained in the Credit Facilities on the Issue

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Date, as determined in good faith by the Board of Directors, whose determination shall be conclusive, and

(2)  with respect to clause (c) only, to restrictions:

(A)  encumbering Property at the time such Property was acquired by the Company or any Restricted Subsidiary, so long as such restriction relates solely to the Property so acquired and was not created in connection with or in anticipation of such acquisition,

(B)  resulting from customary provisions restricting subletting or assignment of leases or customary provisions in other agreements that restrict assignment of such agreements or rights thereunder,

(C)  customary restrictions contained in asset sale agreements limiting the transfer of such Property pending the closing of such sale, or

(D)  on the transfer of assets subject to any Lien imposed by the holder of such Lien.

SECTION 4.08.  Limitation on Transactions with Affiliates.  The Company shall not, and shall not permit any Restricted Subsidiary to, directly or indirectly, enter into or suffer to exist any transaction or series of transactions (including the purchase, sale, transfer, assignment, lease, conveyance or exchange of any Property or the rendering of any service) with, or for the benefit of, any Affiliate of the Company (an “Affiliate Transaction”), unless:

(a)  the terms of such Affiliate Transaction are no less favorable to the Company or such Restricted Subsidiary, as the case may be, than those that could be obtained in a comparable arm’s-length transaction with a Person that is not an Affiliate of the Company;

(b)  if such Affiliate Transaction involves aggregate payments or value in excess of $10,000,000, the Board of Directors (including a majority of the disinterested members of the Board of Directors) approves such Affiliate Transaction and, in its good faith judgment, believes that such Affiliate Transaction complies with clause (a) of this paragraph as evidenced by a Board Resolution promptly delivered to the Trustee; and

(c)  if such Affiliate Transaction involves aggregate payments or value in excess of $25,000,000, the Company obtains a written opinion from an Independent Financial Advisor to the effect that the consideration to be paid or received in connection with such Affiliate Transaction is fair, from a financial point of view, to the Company and the Restricted Subsidiaries, taken as a whole or is not less favorable to the Company and its Restricted

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Subsidiaries than could reasonably be expected to be obtained at the time in an arm’s length transaction with a Person who was not an Affiliate.  For purposes of this clause (c) only, any contract or series of related contracts for the rendering of services entered into in the ordinary course of business by the Company or any Restricted Subsidiary with any other Person will not be deemed to be in excess of $25,000,000 if, when entered into, (x) the payments made by the Company and the Restricted Subsidiaries and (y) the value of services performed by the Company and the Restricted Subsidiaries in connection with such contract or series of related contracts do not exceed, and are not then reasonably expected by the Board of Directors in its good faith determination to exceed, $10,000,000 in any year.

Notwithstanding the foregoing limitation, the Company or any Restricted Subsidiary may enter into or suffer to exist the following:

(a)  any transaction or series of transactions between the Company and one or more Restricted Subsidiaries or between two or more Restricted Subsidiaries in the ordinary course of business; provided, however, that no more than 10% of the total voting power of the Voting Stock (on a fully diluted basis) of any such Restricted Subsidiary is owned by an Affiliate of the Company (other than a Restricted Subsidiary);

(b)  any Restricted Payment permitted to be made pursuant to Section 4.04 other than any Permitted Investment;

(c)  the payment of reasonable fees to directors of the Company and its Restricted Subsidiaries who are not employees of the Company or its Restricted Subsidiaries, and compensation (including amounts paid pursuant to employee benefit plans or arrangements) paid to, and indemnity provided for the benefit of, officers, directors and employees of the Company or any of the Restricted Subsidiaries, so long as the Board of Directors in good faith shall have approved the terms thereof;

(d)  (i) loans and advances to employees made in the ordinary course of business of the Company or such Restricted Subsidiary, as the case may be; provided, however, that such loans and advances do not exceed $3,000,000 in the aggregate at any one time outstanding; and (ii) loans to affiliated physician groups made pursuant to clause (o) of the definition of “Permitted Investments”;

(e)  any transaction with a Restricted Subsidiary or joint venture or similar entity which would constitute an Affiliate Transaction solely because the Company or a Restricted Subsidiary owns an equity interest in or otherwise controls such Restricted Subsidiary, joint venture or similar entity;

(f)  any Affiliate Transaction made on the Issue Date in connection with the Transactions and described in the Offering Memorandum;

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(g)  the issuance or sale of any Capital Stock (other than Disqualified Stock) of the Company;

(h)  any agreement approved by the Board of Directors (including a majority of the disinterested members of the Board of Directors) among Welsh, Carson, Anderson & Stowe IX, L.P., its Affiliates and the Company or any Restricted Subsidiary relating to (1) the payment of reasonable and customary fees by the Company or any Restricted Subsidiary for any financial advisory, financing, underwriting or placement services or in respect of other investment banking activities rendered to the Company or any Restricted Subsidiary, and in any event such fees shall not exceed 2.0% of the aggregate transaction value in respect of which such services are rendered, or (2) the provision of customary management services to the Company or any Restricted Subsidiary from time to time;

(i)  any transaction or agreement between the Company or one or more Restricted Subsidiaries, on the one hand, and any affiliated physician or affiliated physician group, on the other hand; provided, however, that any such transactions or agreements are no less favorable in the aggregate to the Company and its Subsidiaries than transactions or agreements in effect on the Issue Date;

(j)  any transaction between the Company and an Unrestricted Subsidiary relating to self insurance arrangements, in each case, on terms that are no less favorable to the Company than those that would have been obtained in a comparable arm’s length transaction by the Company with a Person that is not an Affiliate of the Company; and

(k)  any agreement as in effect on the Issue Date and described in the Offering Memorandum under “Certain Relationships and Related Transactions” or any amendments, renewals or extensions of any such agreement (so long as such amendments, renewals or extensions are not less favorable to the Company or the Restricted Subsidiaries) and the transactions evidenced thereby.

SECTION 4.09.  Limitation on Layered Debt.  The Company shall not, and shall not permit any Subsidiary Guarantor to, Incur, directly or indirectly, (1) any Debt that is subordinate or junior in right of payment to any Senior Debt unless such Debt is Senior Subordinated Debt or is expressly subordinated in right of payment to Senior Subordinated Debt or (2) any secured Debt that is not Senior Debt unless the Company contemporaneously therewith makes effective provision to secure the Securities equally and ratably with such secured Debt for so long as such secured Debt is secured by a Lien.  In addition, no Subsidiary Guarantor shall Guarantee, directly or indirectly, any Debt of the Company that is subordinate or junior in right of payment to any Senior Debt unless such Guarantee is expressly subordinate in right of payment to, or ranks pari passu with, the Subsidiary Guarantee of such Subsidiary Guarantor.  For purposes of this covenant, no Debt will be deemed to be expressly subordinated in right of payment to any other

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Debt solely by virtue of being unsecured or by virtue of the fact that holders of secured Debt have entered into intercreditor or similar arrangements giving one or more of such holders priority over the other holders in the collateral securing such Debt.

SECTION 4.10.  Designation of Restricted and Unrestricted Subsidiaries.  The Board of Directors may designate any Subsidiary of the Company to be an Unrestricted Subsidiary if:

(a)  the Subsidiary to be so designated does not own any Capital Stock or Debt of, or own or hold any Lien on any Property of, the Company or any other Restricted Subsidiary, and

(b)  one of the following:

(1)  the Subsidiary to be so designated has total assets of $1,000 or less,

(2)  if such Subsidiary has total assets greater than $1,000, the Company would be permitted under Section 4.04 to make a Restricted Payment or a Permitted Investment in the amount equal to the Fair Market Value of the Investment in such Subsidiary, or

(3)  such designation is effective immediately upon such entity becoming a Subsidiary of the Company.

Unless so designated as an Unrestricted Subsidiary, any Person that becomes a Subsidiary of the Company will be classified as a Restricted Subsidiary; provided, however, that such Subsidiary shall not be designated a Restricted Subsidiary and shall be automatically classified as an Unrestricted Subsidiary if either of the requirements set forth in clauses (x) and (y) of the second immediately following paragraph will not be satisfied after giving pro forma effect to such classification or if such Person is a Subsidiary of an Unrestricted Subsidiary.

Except as provided in the first sentence of the preceding paragraph (including clauses (a) and (b) thereof), no Restricted Subsidiary may be redesignated as an Unrestricted Subsidiary.  In addition, neither the Company nor any Restricted Subsidiary shall at any time be directly or indirectly liable for any Debt that provides that the holder thereof may (with the passage of time or notice or both) declare a default thereon or cause the payment thereof to be accelerated or payable prior to its Stated Maturity upon the occurrence of a default with respect to any Debt, Lien or other obligation of any Unrestricted Subsidiary (including any right to take enforcement action against such Unrestricted Subsidiary).  Upon designation of a Restricted Subsidiary as an Unrestricted Subsidiary in compliance with this covenant, such Restricted Subsidiary shall, by execution and delivery of a supplemental indenture in form satisfactory to the Trustee, be released from any Subsidiary Guarantee previously made by such Restricted Subsidiary.

The Board of Directors may designate any Unrestricted Subsidiary to be a Restricted Subsidiary if, immediately after giving pro forma effect to such designation,

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(x) the Company could Incur at least $1.00 of additional Debt pursuant to paragraph (a) of Section 4.03, and

(y) no Default or Event of Default shall have occurred and be continuing or would result therefrom.

Any such designation or redesignation by the Board of Directors will be evidenced to the Trustee by filing with the Trustee a Board Resolution giving effect to such designation or redesignation and an Officers’ Certificate that:

(a) certifies that such designation or redesignation complies with the foregoing provisions, and

(b) gives the effective date of such designation or redesignation,

such filing with the Trustee to occur within 45 days after the end of the fiscal quarter of the Company in which such designation or redesignation is made (or, in the case of a designation or redesignation made during the last fiscal quarter of the Company’s fiscal year, within 90 days after the end of such fiscal year).

SECTION 4.11.  Limitation on Company’s Business.  The Company shall not, and shall not permit any Restricted Subsidiary, to, directly or indirectly, engage in any business other than a Related Business.

SECTION 4.12.  Change of Control.  (a)  Upon the occurrence of a Change of Control (unless the Company gives notice of redemption pursuant to Section 3.01), each Holder of Securities shall have the right to require the Company to repurchase all or any part of such Holder’s Securities pursuant to the offer described below (the “Change of Control Offer”) at a purchase price (the “Change of Control Purchase Price”) equal to 101% of the principal amount thereof plus accrued and unpaid interest, if any, to the purchase date (subject to the right of Holders of record on the relevant record date to receive interest due on the relevant interest payment date).

(b)  Within 30 days following any Change of Control, the Company shall (i) cause a notice of the Change of Control Offer to be sent at least once to the Dow Jones News Service or similar business news service in the United States and (ii) send, by first-class mail, with a copy to the Trustee, to each Holder of Securities, at such Holder’s address appearing in the Security Register, a notice stating:  (A) that a Change of Control Offer is being made pursuant to this Section 4.12 and that all Securities timely tendered will be accepted for payment; (B) the Change of Control Purchase Price and the purchase date, which shall be, subject to any contrary requirements of applicable law, a Business Day no earlier than 30 days nor later than 60 days from the date such notice is mailed (the “Change of Control Payment Date”); (C) the circumstances and relevant facts regarding the Change of Control (including information with respect to pro forma historical income, cash flow and capitalization after giving effect to the Change of Control); and (D) the procedures that Holders of Securities must follow in order to tender their Securities (or portions thereof) for payment, and the procedures that Holders of Securities

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must follow in order to withdraw an election to tender Securities (or portions thereof) for payment.

(c)  Holders electing to have a Security purchased shall be required to surrender the Security, with an appropriate form duly completed, to the Company or its agent at the address specified in the notice at least three Business Days prior to the Change of Control Payment Date.  Holders shall be entitled to withdraw their election if the Trustee or the Company receives not later than one Business Day prior to the Change of Control Payment Date, a telegram, telex, facsimile transmission or letter setting forth the name of the Holder, the principal amount of the Security that was delivered for purchase by the Holder and a statement that such Holder is withdrawing its election to have such Security purchased.

(d)  On or prior to the Change of Control Payment Date, the Company shall irrevocably deposit with the Trustee or with the Paying Agent (or, if the Company or any of its Wholly Owned Subsidiaries is acting as the Paying Agent, segregate and hold in trust) in cash an amount equal to the Change of Control Purchase Price payable to the Holders entitled thereto, to be held for payment in accordance with the provisions of this Section.  On the Change of Control Payment Date, the Company shall deliver to the Trustee the Securities or portions thereof that have been properly tendered to and are to be accepted by the Company for payment.  The Trustee or the Paying Agent shall, on the Change of Control Payment Date, mail or deliver payment to each tendering Holder of the Change of Control Purchase Price.  In the event that the aggregate Change of Control Purchase Price is less than the amount delivered by the Company to the Trustee or the Paying Agent, the Trustee or the Paying Agent, as the case may be, shall deliver the excess to the Company immediately after the Change of Control Payment Date.

(e)  The Company shall not be required to make a Change of Control Offer following a Change of Control if a third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth in this Section 4.12 applicable to a Change of Control Offer made by the Company and purchases all Securities validly tendered and not withdrawn under such Change of Control Offer.

(f)  The Company will comply, to the extent applicable, with the requirements of Section 14(e) of the Exchange Act and any other securities laws or regulations in connection with the purchase of Securities pursuant to this Section 4.12.  To the extent that the provisions of any securities laws or regulations conflict with the provisions of this Section 4.12, the Company will comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations under this Section 4.12 by virtue thereof.

SECTION 4.13.  Future Subsidiary Guarantors.  The Company shall cause each future Foreign Restricted Subsidiary that Guarantees any other Debt of the Company and each future Domestic Restricted Subsidiary that Incurs any Debt to, at the same time, execute and deliver to the Trustee a Subsidiary Guarantee.

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SECTION 4.14.  Further Instruments and Acts.  Upon request of the Trustee, the Company shall execute and deliver such further instruments and do such further acts as may be reasonably necessary or proper to carry out more effectively the purpose of this Indenture.

ARTICLE V

Successor Company

SECTION 5.01.  When Company May Merge or Transfer Assets. 

The Company shall not merge, consolidate or amalgamate with or into any other Person or sell, transfer, assign, lease, convey or otherwise dispose of all or substantially all its Property in any one transaction or series of transactions unless:

(a)  the Company shall be the surviving Person (the “Surviving Person”) or the Surviving Person (if other than the Company) formed by such merger, consolidation or amalgamation or to which such sale, transfer, assignment, lease, conveyance or disposition is made shall be a corporation organized and existing under the laws of the United States of America, any State thereof or the District of Columbia;

(b)  the Surviving Person (if other than the Company) expressly assumes, by supplemental indenture in form satisfactory to the Trustee, executed and delivered to the Trustee by such Surviving Person, the due and punctual payment of the principal of, and premium, if any, and interest on, all the Securities, according to their tenor, and the due and punctual performance and observance of all the covenants and conditions of this Indenture to be performed by the Company;

(c)  immediately before and after giving effect to such transaction or series of transactions on a pro forma basis (and treating, for purposes of this clause (c) and clause (d) below, any Debt that becomes, or is anticipated to become, an obligation of the Surviving Person or any Restricted Subsidiary as a result of such transaction or series of transactions as having been Incurred by the Surviving Person or such Restricted Subsidiary at the time of such transaction or series of transactions), no Default or Event of Default shall have occurred and be continuing;

(d)  immediately after giving pro forma effect to such transaction or series of transactions, the Company or the Surviving Person, as the case may be, would be able to Incur at least $1.00 of additional Debt under paragraph (a) of Section 4.03; provided, however, that this clause (d) will not be applicable to (A) the Company or a Restricted Subsidiary consolidating with, merging into, conveying, transferring or leasing all or substantially all its Property to the Company or a Subsidiary Guarantor or (B) the Company or a Restricted Subsidiary merging with an Affiliate of the Company solely for the

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purpose and with the sole effect of reincorporating the Company or a Restricted Subsidiary in another jurisdiction; and

(e)  the Company shall deliver, or cause to be delivered, to the Trustee, in form and substance reasonably satisfactory to the Trustee, an Officers’ Certificate and an Opinion of Counsel, each stating that such transaction and the supplemental indenture, if any, in respect thereto comply with this Section 5.01 and that all conditions precedent herein provided for relating to such transaction have been satisfied.

For the purposes of this Section 5.01, the sale, transfer, assignment, lease, conveyance or other disposition of all the Property of one or more Subsidiaries of the Company, which Property, if held by the Company instead of such Subsidiaries, would constitute all or substantially all the Property of the Company on a consolidated basis, shall be deemed to be the transfer of all or substantially all the Property of the Company.

Upon consummation of the Merger, US Oncology, Inc. shall execute and deliver to the Trustee a supplemental indenture in the form of Exhibit B hereto whereupon US Oncology, Inc. shall be the successor Company and shall succeed to, and be substituted for, and may exercise every right and power of, the predecessor Company under this Indenture, and thereafter the predecessor Company shall be discharged from all obligations and covenants under this Indenture and the Securities.  Notwithstanding anything in this section to the contrary, the merger of Oiler Acquisition Corp. with and into US Oncology, Inc. on the Issue Date shall be permitted under this Indenture.

SECTION 5.02.  When a Subsidiary Guarantor May Merge or Transfer Assets.  The Company shall not permit any Subsidiary Guarantor to merge, consolidate or amalgamate with or into any other Person or sell, transfer, assign, lease, convey or otherwise dispose of all or substantially all its Property in any one transaction or series of transactions unless:

(a)  the Surviving Person (if not such Subsidiary Guarantor) formed by such merger, consolidation or amalgamation or to which such sale, transfer, assignment, lease, conveyance or disposition is made shall be a corporation organized and existing under the laws of the United States of America, any State thereof or the District of Columbia;

(b)  the Surviving Person (if other than such Subsidiary Guarantor) expressly assumes, by Subsidiary Guarantee in form satisfactory to the Trustee, executed and delivered to the Trustee by such Surviving Person, the due and punctual performance and observance of all the obligations of such Subsidiary Guarantor under its Subsidiary Guarantee; and

(c)  immediately before and after giving effect to such transaction or series of transactions on a pro forma basis (and treating, for purposes of this clause (c), any Debt that becomes, or is anticipated to become, an obligation of the Surviving Person, the Company or any Restricted Subsidiary as a result

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of such transaction or series of transactions as having been Incurred by the Surviving Person, the Company or such Restricted Subsidiary at the time of such transaction or series of transactions), no Default or Event of Default shall have occurred and be continuing; provided, however, that this paragraph (c) will not be applicable to any Subsidiary Guarantor that consolidates with, merges with or into or conveys, transfers or leases all or substantially all of its Property to the Company or another Subsidiary Guarantor.

The Company also shall deliver, or cause to be delivered, to the Trustee, in form and substance reasonably satisfactory to the Trustee, an Officers’ Certificate and an Opinion of Counsel, each stating that such transaction or series of transactions and such Subsidiary Guarantee, if any, in respect thereto comply with this Section 5.02 and that all conditions precedent herein provided for relating to such transaction or series of transactions have been satisfied.

The foregoing provisions with respect to Subsidiary Guarantors (other than clause (c)) shall not apply to any transactions which constitute an Asset Sale if the Company has complied with Section 4.06.

SECTION 5.03.  Surviving Person.  The Surviving Person shall succeed to, and be substituted for, and may exercise every right and power of the Company under this Indenture (or of the Subsidiary Guarantor under the Subsidiary Guarantee, as the case may be), and the predecessor Company, except in the case of a lease, shall be released from any obligation to pay the principal of, premium, if any, and interest on, the Securities.

ARTICLE VI

Defaults and Remedies

SECTION 6.01.  Events of Default.  The following events shall be “Events of Default”:

(1)  the Company defaults in any payment of interest on any Security when the same becomes due and payable, whether or not such payment shall be prohibited by Article X, and such default continues for a period of 30 days;

(2)  the Company defaults in the payment of the principal of or premium, if any, on, any Security when the same becomes due and payable at its Stated Maturity, upon acceleration, redemption, optional redemption, required repurchase or otherwise, whether or not such payment shall be prohibited by Article X;

(3)  the Company or any Subsidiary Guarantor fails to comply with Article V;

(4)  the Company fails to comply with any covenant or agreement in the Securities or in this Indenture (other than a failure that is the subject of the

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foregoing clause (1), (2) or (3)) and such failure continues for 30 days after written notice is given to the Company as specified below;

(5)  a default by the Company or any Restricted Subsidiary under any Debt of the Company or any Restricted Subsidiary which results in acceleration of the maturity of such Debt, or the failure to pay any such Debt at maturity, in an aggregate amount in excess of $20,000,000 or its foreign currency equivalent at the time;

(6)  the Company or any Significant Subsidiary pursuant to or within the meaning of any Bankruptcy Law:

(A)  commences a voluntary case;

(B)  consents to the entry of an order for relief against it in an involuntary case;

(C)  consents to the appointment of a Custodian of it or for any substantial part of its property; or

(D)  makes a general assignment for the benefit of its creditors;

or takes any comparable action under any foreign laws relating to insolvency;

(7)  a court of competent jurisdiction enters an order or decree under any Bankruptcy Law that:

(A)  is for relief against the Company or any Significant Subsidiary in an involuntary case;

(B)  appoints a Custodian of the Company or any Significant Subsidiary or for any substantial part of its property; or

(C)  orders the winding up or liquidation of the Company or any Significant Subsidiary; or

(D)  grants any similar relief under any foreign laws;

and in each such case the order or decree remains unstayed and in effect for 30 days;

(8)  any judgment or judgments for the payment of money in an aggregate amount in excess of $20,000,000 (or its foreign currency equivalent at the time) net of any amount covered by insurance issued by a reputable and creditworthy insurer that has not contested coverage or reserved rights with respect to the underlying claim, that shall be rendered against the Company or any Restricted

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Subsidiary and that shall not be waived, satisfied or discharged for any period of 60 consecutive days during which a stay of enforcement shall not be in effect.; or

(9)  any Subsidiary Guaranty ceases to be in full force and effect (other than in accordance with the terms of this Indenture and such Subsidiary Guaranty) or any Subsidiary Guarantor denies or disaffirms its obligations under its Subsidiary Guaranty.

The foregoing will constitute Events of Default whatever the reason for any such Event of Default and whether it is voluntary or involuntary or is effected by operation of law or pursuant to any judgment, decree or order of any court or any order, rule or regulation of any administrative or governmental body.

The term “Bankruptcy Law” means Title 11, United States Code, or any similar Federal or state law for the relief of debtors.  The term “Custodian” means any receiver, trustee, assignee, liquidator, custodian or similar official under any Bankruptcy Law.

A Default under clause (4) is not an Event of Default until the Trustee or the Holders of at least 25% in aggregate principal amount of the Securities then outstanding notify the Company (and in the case of such notice by Holders, the Trustee) of the Default and the Company does not cure such Default within the time specified after receipt of such notice.  Such notice must specify the Default, demand that it be remedied and state that such notice is a “Notice of Default”.

The Company shall deliver to the Trustee, within 30 days after the occurrence thereof, written notice in the form of an Officers’ Certificate of any Event of Default and any event that with the giving of notice or the lapse of time would become an Event of Default, its status and what action the Company is taking or proposes to take with respect thereto.

SECTION 6.02.  Acceleration.  If an Event of Default (other than an Event of Default specified in Section 6.01(6) or (7) with respect to the Company) occurs and is continuing, the Trustee by notice to the Company, or the Holders of at least 25% in aggregate principal amount of the Securities then outstanding by notice to the Company and the Trustee, may declare the principal of and accrued and unpaid interest on all the Securities to be due and payable.  Upon such a declaration, such principal and interest shall be due and payable immediately.  If an Event of Default specified in Section 6.01(6) or (7) with respect to the Company occurs, the principal of and accrued and unpaid interest on all the Securities shall, automatically and without any action by the Trustee or any Holder, become and be immediately due and payable.  The Holders of a majority in aggregate principal amount of the outstanding Securities by notice to the Trustee and the Company may rescind any declaration of acceleration if the rescission would not conflict with any judgment or decree and if all existing Events of Default have been cured or waived except nonpayment of principal or interest that has become due solely because of the acceleration.  No such rescission shall affect any subsequent Default or impair any right consequent thereto.

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SECTION 6.03.  Other Remedies.  If an Event of Default occurs and is continuing, the Trustee may pursue any available remedy to collect the payment of principal of or interest on the Securities or to enforce the performance of any provision of the Securities or this Indenture.

The Trustee may maintain a proceeding even if it does not possess any of the Securities or does not produce any of them in the proceeding.  A delay or omission by the Trustee or any Securityholder in exercising any right or remedy accruing upon an Event of Default shall not impair the right or remedy or constitute a waiver of or acquiescence in the Event of Default.  No remedy is exclusive of any other remedy.  All available remedies are cumulative.

SECTION 6.04.  Waiver of Past Defaults.  The Holders of a majority in aggregate principal amount of the Securities then outstanding by notice to the Trustee may waive an existing Default and its consequences except (i) a Default in the payment of the principal of or interest on a Security or (ii) a Default in respect of a provision that under Section 9.02 cannot be amended without the consent of each Securityholder affected.  When a Default is waived, it is deemed cured, but no such waiver shall extend to any subsequent or other Default or impair any consequent right.

SECTION 6.05.  Control by Majority.  The Holders of a majority in aggregate principal amount of the Securities then outstanding may direct the time, method and place of conducting any proceeding for any remedy available to the Trustee or of exercising any trust or power conferred on the Trustee with respect to the Securities.  However, the Trustee may refuse to follow any direction that conflicts with law or this Indenture or, subject to Section 7.01, that the Trustee determines is unduly prejudicial to the rights of other Securityholders or would involve the Trustee in personal liability; provided, however, that the Trustee may take any other action deemed proper by the Trustee that is not inconsistent with such direction.  Prior to taking any action hereunder, the Trustee shall be entitled to reasonable indemnification against all losses and expenses caused by taking or not taking such action.

SECTION 6.06.  Limitation on Suits.  A Securityholder may not pursue any remedy with respect to this Indenture or the Securities unless:

(1)  such Holder shall have previously given to the Trustee written notice of a continuing Event of Default;

(2)  the Holders of at least 25% in aggregate principal amount of the Securities then outstanding shall have made a written request, and such Holder of or Holders shall have offered reasonable indemnity, to the Trustee to pursue such proceeding as trustee; and

(3)  the Trustee has not received from the Holders of at least a majority in aggregate principal amount of the Securities outstanding a direction inconsistent with such request and has failed to institute such proceeding within 60 days after such notice, request and offer.

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The foregoing limitations on the pursuit of remedies by a Securityholder shall not apply to a suit instituted by a Holder for the enforcement of payment of the principal of, and premium, if any, or interest on, such Security on or after the applicable due date specified in such Security. A Securityholder may not use this Indenture to prejudice the rights of another Securityholder or to obtain a preference or priority over another Securityholder.

SECTION 6.07.  Rights of Holders to Receive Payment.  Notwithstanding any other provision of this Indenture, the right of any Holder to receive payment of principal of and interest on the Securities held by such Holder, on or after the respective due dates expressed in the Securities, or to bring suit for the enforcement of any such payment on or after such respective dates, shall not be impaired or affected without the consent of such Holder.

SECTION 6.08.  Collection Suit by Trustee.  If an Event of Default specified in Section 6.01(1) or (2) occurs and is continuing, the Trustee may recover judgment in its own name and as trustee of an express trust against the Company for the whole amount then due and owing (together with interest on any unpaid interest to the extent lawful) and the amounts provided for in Section 7.07.

SECTION 6.09.  Trustee May File Proofs of Claim.  The Trustee may file such proofs of claim and other papers or documents as may be necessary or advisable in order to have the claims of the Trustee and the Securityholders allowed in any judicial proceedings relative to the Company, its creditors or its property and, unless prohibited by law or applicable regulations, may vote on behalf of the Holders in any election of a trustee in bankruptcy or other Person performing similar functions, and any Custodian in any such judicial proceeding is hereby authorized by each Holder to make payments to the Trustee and, in the event that the Trustee shall consent to the making of such payments directly to the Holders, to pay to the Trustee any amount due it for the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and its counsel, and any other amounts due the Trustee under Section 7.07.

SECTION 6.10.  Priorities.  If the Trustee collects any money or property pursuant to this Article VI, it shall pay out the money or property in the following order:

FIRST:  to the Trustee for amounts due under Section 7.07;

SECOND:  to holders of Senior Debt to the extent required by Articles X and XII;

THIRD:  to Securityholders for amounts due and unpaid on the Securities for principal and interest, ratably, without preference or priority of any kind, according to the amounts due and payable on the Securities for principal and interest, respectively; and

FOURTH:  to the Company.

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The Trustee may fix a record date and payment date for any payment to Securityholders pursuant to this Section.  At least 15 days before such record date, the Company shall mail to each Securityholder and the Trustee a notice that states the record date, the payment date and amount to be paid.

SECTION 6.11.  Undertaking for Costs.  In any suit for the enforcement of any right or remedy under this Indenture or in any suit against the Trustee for any action taken or omitted by it as Trustee, a court in its discretion may require the filing by any party litigant in the suit of an undertaking to pay the costs of the suit, and the court in its discretion may assess reasonable costs, including reasonable attorneys’ fees, against any party litigant in the suit, having due regard to the merits and good faith of the claims or defenses made by the party litigant.  This Section does not apply to a suit by the Trustee, a suit by a Holder pursuant to Section 6.07 or a suit by Holders of more than 10% in aggregate principal amount of the Securities.

SECTION 6.12.  Waiver of Stay or Extension Laws.  The Company (to the extent it may lawfully do so) shall not at any time insist upon, or plead, or in any manner whatsoever claim or take the benefit or advantage of, any stay or extension law wherever enacted, now or at any time hereafter in force, that may affect the covenants or the performance of this Indenture; and the Company (to the extent that it may lawfully do so) hereby expressly waives all benefit or advantage of any such law, and shall not hinder, delay or impede the execution of any power herein granted to the Trustee, but shall suffer and permit the execution of every such power as though no such law had been enacted.

ARTICLE VII

Trustee

SECTION 7.01.  Duties of Trustee.  (a)    If an Event of Default has occurred and is continuing, the Trustee shall exercise the rights and powers vested in it by this Indenture and use the same degree of care and skill in their exercise as a prudent Person would exercise or use under the circumstances in the conduct of such Person’s own affairs.

(b)  Except during the continuance of an Event of Default:

(1)  the Trustee undertakes to perform such duties and only such duties as are specifically set forth in this Indenture and no implied covenants or obligations shall be read into this Indenture against the Trustee; and

(2)  in the absence of bad faith on its part, the Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon certificates or opinions furnished to the Trustee and conforming to the requirements of this Indenture.  However, the Trustee shall examine the certificates and opinions to determine whether or not they conform to the requirements of this Indenture.

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(c)  The Trustee may not be relieved from liability for its own negligent action, its own negligent failure to act or its own wilful misconduct, except that:

(1)  this paragraph does not limit the effect of paragraph (b) of this Section;

(2)  the Trustee shall not be liable for any error of judgment made in good faith by a Trust Officer unless it is proved that the Trustee was negligent in ascertaining the pertinent facts; and

(3)  the Trustee shall not be liable with respect to any action it takes or omits to take in good faith in accordance with a direction received by it pursuant to Section 6.05.

(d)  Every provision of this Indenture that in any way relates to the Trustee is subject to paragraphs (a), (b) and (c) of this Section.

(e)  The Trustee shall not be liable for interest on any money received by it except as the Trustee may agree in writing with the Company.

(f)  Money held in trust by the Trustee need not be segregated from other funds except to the extent required by law.

(g)  No provision of this Indenture shall require the Trustee to expend or risk its own funds or otherwise incur financial liability in the performance of any of its duties hereunder or in the exercise of any of its rights or powers if it shall have reasonable grounds to believe that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it.

(h)  Every provision of this Indenture relating to the conduct or affecting the liability of or affording protection to the Trustee shall be subject to the provisions of this Section and to the provisions of the TIA and the provisions of this Article VII shall apply to the Trustee in its role as Registrar, Paying Agent and Security Custodian.

(i)  The Trustee shall not be deemed to have notice of a Default or an Event of Default unless (a) the Trustee has received written notice thereof from the Company or any Holder or (b) a Trust Officer shall have actual knowledge thereof.

SECTION 7.02.  Rights of Trustee.  (a)    The Trustee may rely on any document believed by it to be genuine and to have been signed or presented by the proper person.  The Trustee need not investigate any fact or matter stated in the document.

(b)  Before the Trustee acts or refrains from acting, it may require an Officers’ Certificate or an Opinion of Counsel.  The Trustee shall not be liable for any action it takes or omits to take in good faith in reliance on the Officers’ Certificate or Opinion of Counsel.

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(c)  The Trustee may act through agents and shall not be responsible for the misconduct or negligence of any agent appointed with due care.

(d)  The Trustee shall not be liable for any action it takes or omits to take in good faith that it believes to be authorized or within its rights or powers; provided, however, that the Trustee’s conduct does not constitute wilful misconduct or negligence.

(e)  The Trustee may consult with counsel, and the advice or opinion of counsel with respect to legal matters relating to this Indenture and the Securities shall be full and complete authorization and protection from liability in respect to any action taken, omitted or suffered by it hereunder in good faith and in accordance with the advice or opinion of such counsel.

(f)  The permissive rights of the Trustee to do things enumerated in this Indenture shall not be construed as a duty unless so specified herein.

(g)  Delivery of reports, information and documents to the Trustee under Section 4.02 is for informational purposes only and the Trustee’s receipt of the foregoing shall not constitute constructive notice of any information contained therein or determinable from information contained therein, including the Company’s compliance with any of their covenants hereunder (as to which the Trustee is entitled to rely exclusively on Officers’ Certificates).

SECTION 7.03.  Individual Rights of Trustee.  The Trustee in its individual or any other capacity may become the owner or pledgee of Securities and may otherwise deal with the Company or its Affiliates with the same rights it would have if it were not Trustee.  Any Paying Agent or Registrar may do the same with like rights.  However, the Trustee must comply with Sections 7.10 and 7.11.

SECTION 7.04.  Trustee’s Disclaimer.  The Trustee shall not be responsible for and makes no representation as to the validity, priority or adequacy of this Indenture or the Securities except as contained in the Trustee’s certificate of authentication.  The Trustee shall not be accountable for the Company’s use of the proceeds from the issuance and sale of the Securities, and it shall not be responsible for any statement of the Company, any initial purchaser or placement agent, any Subsidiary Guarantor or any other Person in this Indenture or in any document issued in connection with the issuance and sale of the Securities or in the Securities whether oral or written.

SECTION 7.05.  Notice of Defaults.  If a Default or Event of Default occurs and is continuing and if it is known to the Trustee, the Trustee shall mail to each Securityholder notice of the Default or Event of Default within 90 days after it is known to a Trust Officer or written notice of it is received by the Trustee.  Except in the case of a Default or Event of Default in payment of principal of or interest on any Security, the Trustee may withhold the notice if and so long as a committee of its Trust Officers in good faith determines that withholding the notice is in the interests of Securityholders.

SECTION 7.06.  Reports by Trustee to Holders.  As promptly as practicable after each February 15 beginning with February 15, 2005, and in any event

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prior to March 31 in each year, the Trustee shall mail to each Securityholder a brief report dated as of February 15, 2005 each year that complies with TIA § 313(a), if and to the extent required by such subsection.  The Trustee shall also comply with TIA § 313(b).  The Trustee will comply with TIA § 313(c).

A copy of each report at the time of its mailing to Securityholders shall be filed with the SEC and each stock exchange (if any) on which the Securities are listed.  The Company agrees to notify promptly the Trustee whenever the Securities become listed on any stock exchange and of any delisting thereof.

SECTION 7.07.  Compensation and Indemnity.  The Company shall pay to the Trustee from time to time reasonable compensation as agreed to between the Company and the Trustee for its services.  The Trustee’s compensation shall not be limited by any law on compensation of a trustee of an express trust.  The Company shall reimburse the Trustee upon request for all reasonable out-of-pocket expenses incurred or made by it, including costs of collection, in addition to the compensation for its services.  Such expenses shall include the reasonable compensation and expenses, disbursements and advances of the Trustee’s agents, counsel, accountants and experts.  The Company and each Subsidiary Guarantor, jointly and severally, shall indemnify the Trustee against any and all loss, liability or expense (including reasonable attorneys’ fees) incurred by it in connection with the acceptance and administration of this trust and the performance of its duties hereunder.  The Trustee shall notify the Company promptly of any claim for which it may seek indemnity. Failure by the Trustee to so notify the Company shall not relieve the Company or any Subsidiary Guarantor of its obligations hereunder.  The Company shall defend the claim and the Trustee may have separate counsel and the Company and the Subsidiary Guarantors, as applicable, shall pay the reasonable fees and expenses of such counsel, provided, however, that the Company shall not be required to pay such fees and expenses if it assumes the Trustee’s defense, and, in the Trustee’s reasonable judgment, there is no conflict of interest between the Company and the Trustee in connection with such defense.  The Company need not reimburse any expense or indemnify against any loss, liability or expense incurred by the Trustee through the Trustee’s own wilful misconduct, negligence or bad faith.  The Company need not pay for any settlement made by the Trustee without the Company’s consent, such consent not to be unreasonably withheld.  All indemnifications and releases from liability granted hereunder to the Trustee shall extend to its officers, directors, employees, agents, successors and assigns.

To secure the Company’s payment obligations in this Section, the Trustee shall have a lien prior to the Securities on all money or property held or collected by the Trustee other than money or property held in trust to pay principal of and interest on particular Securities.

The Company’s payment obligations pursuant to this Section shall survive the resignation or removal of the Trustee and the discharge of this Indenture.  When the Trustee incurs expenses after the occurrence of a Default specified in Section 6.01(6) or (7) with respect to the Company, the expenses are intended to constitute expenses of administration under the Bankruptcy Law.

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The Trustee will comply with the provisions of TIA § 313(b)(2) to the extent applicable.

SECTION 7.08.  Replacement of Trustee.  The Trustee may resign at any time by so notifying the Company.  The Holders of a majority in aggregate principal amount of the Securities then outstanding may remove the Trustee by so notifying the Trustee and may appoint a successor Trustee.  The Company shall remove the Trustee if:

(i)  the Trustee fails to comply with Section 7.10;

(ii)  the Trustee is adjudged bankrupt or insolvent or an order for relief is entered with respect to any Bankruptcy Law;

(iii)  a receiver or other public officer takes charge of the Trustee or its property; or

(iv)  the Trustee otherwise becomes incapable of acting.

If the Trustee resigns, is removed by the Company or by the Holders of a majority in aggregate principal amount of the Securities then outstanding and such Holders do not reasonably promptly appoint a successor Trustee, or if a vacancy exists in the office of Trustee for any reason (the Trustee in such event being referred to herein as the retiring Trustee), the Company shall promptly appoint a successor Trustee.

A successor Trustee shall deliver a written acceptance of its appointment to the retiring Trustee and to the Company.  Thereupon the resignation or removal of the retiring Trustee shall become effective, and the successor Trustee shall have all the rights, powers and duties of the Trustee under this Indenture.  The successor Trustee shall mail a notice of its succession to Securityholders.  The retiring Trustee shall promptly transfer all property held by it as Trustee to the successor Trustee, subject to the lien provided for in Section 7.07.

If a successor Trustee does not take office within 60 days after the retiring Trustee resigns or is removed, the retiring Trustee or the Holders of 10% in aggregate principal amount of the Securities then outstanding may petition any court of competent jurisdiction for the appointment of a successor Trustee.

If the Trustee fails to comply with Section 7.10, any Securityholder who has been a bona fide Holder of a Security for at least six months may petition any court of competent jurisdiction for the removal of the Trustee and the appointment of a successor Trustee.

Notwithstanding the replacement of the Trustee pursuant to this Section, the Company’s obligations under Section 7.07 shall continue for the benefit of the retiring Trustee.

SECTION 7.09.  Successor Trustee by Merger.  If the Trustee consolidates with, merges or converts into, or transfers all or substantially all its corporate trust

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business or assets to, another corporation or banking association, the resulting, surviving or transferee corporation or banking association without any further act shall be the successor Trustee.

In case at the time such successor or successors by merger, conversion or consolidation to the Trustee shall succeed to the trusts created by this Indenture any of the Securities shall have been authenticated but not delivered, any such successor to the Trustee may adopt the certificate of authentication of any predecessor trustee, and deliver such Securities so authenticated; and in case at that time any of the Securities shall not have been authenticated, any such successor to the Trustee may authenticate such Securities either in the name of any predecessor hereunder or in the name of the successor to the Trustee; and in all such cases such certificates shall have the full force which it is anywhere in the Securities or in this Indenture provided that the certificate of the Trustee shall have.

SECTION 7.10.  Eligibility; Disqualification.  The Trustee shall at all times satisfy the requirements of TIA § 310(a).  The Trustee shall have (or, in the case of a corporation included in a bank holding company system, the related bank holding company shall have) a combined capital and surplus of at least $50,000,000 as set forth in its (or its related bank holding company’s) most recent published annual report of condition.  The Trustee shall comply with TIA § 310(b), subject to the penultimate paragraph thereof; provided, however, that there shall be excluded from the operation of TIA § 310(b)(1) any indenture or indentures under which other securities or certificates of interest or participation in other securities of the Company are outstanding if the requirements for such exclusion set forth in TIA § 310(b)(1) are met.

SECTION 7.11.  Preferential Collection of Claims Against Company.  The Trustee shall comply with TIA § 311(a), excluding any creditor relationship listed in TIA § 311(b).  A Trustee who has resigned or been removed shall be subject to TIA § 311(a) to the extent indicated.

ARTICLE VIII

Discharge of Indenture; Defeasance

SECTION 8.01.  Discharge of Liability on Securities; Defeasance.  (a)  When (i) the Company delivers to the Trustee all outstanding Securities (other than Securities replaced pursuant to Section 2.07) for cancelation or (ii) all outstanding Securities have become due and payable, whether at maturity or as a result of the mailing of a notice of redemption pursuant to Article III and the Company irrevocably deposits with the Trustee funds sufficient to pay at maturity or upon redemption all outstanding Securities, including interest thereon to maturity or such redemption date (other than Securities replaced pursuant to Section 2.07), and if in either case the Company pays all other sums payable hereunder by the Company, then this Indenture shall, subject to Section 8.01(c), cease to be of further effect.  The Trustee shall acknowledge satisfaction and discharge of this Indenture on demand of the Company accompanied by an Officers’ Certificate and an Opinion of Counsel and at the cost and expense of the Company.

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(b)  Subject to Sections 8.01(c) and 8.02, the Company at any time may terminate (i) all of its obligations under the Securities and this Indenture (“legal defeasance option”) or (ii) its obligations under Sections 4.02, 4.03, 4.04, 4.05, 4.06, 4.07, 4.08, 4.09, 4.10, 4.11, 4.12 and 4.13 and the operation of Sections 6.01(5), 6.01(6), 6.01(7), 6.01(8) and 6.01(9) (but, in the case of Sections 6.01(6) and (7), with respect only to Significant Subsidiaries) and the limitations contained in clauses (d) of Section 5.01 and Section 5.02 (“covenant defeasance option”).  The Company may exercise its legal defeasance option notwithstanding its prior exercise of its covenant defeasance option.

If the Company exercises its legal defeasance option, payment of the Securities may not be accelerated because of an Event of Default with respect thereto.  If the Company exercises its covenant defeasance option, payment of the Securities may not be accelerated because of an Event of Default specified in Sections 6.01(4) (with respect to the covenants of Article IV identified in the immediately preceding paragraph), 6.01(5), 6.01(6), 6.01(7), 6.01(8) and 6.01(9) (but, in the case of Sections 6.01(6) and 6.01(7), with respect only to Significant Subsidiaries) or because of the failure of the Company to comply with the limitations contained in clauses (d) of Section 5.01 or Section 5.02.  If the Company exercises its legal defeasance option or its covenant defeasance option, each Subsidiary Guarantor, if any, shall be released from all its obligations under its Subsidiary Guarantee.

Upon satisfaction of the conditions set forth herein and upon request of the Company, the Trustee shall acknowledge in writing the discharge of those obligations that the Company terminates.

(c)  Notwithstanding clauses (a) and (b) above, the Company’s obligations in Sections 2.04, 2.05, 2.06, 2.07, 7.07, 7.08, 8.05 and 8.06 shall survive until the Securities have been paid in full.  Thereafter, the Company’s obligations in Sections 7.07 and 8.05 shall survive.

SECTION 8.02.  Conditions to Defeasance.  The Company may exercise its legal defeasance option or its covenant defeasance option only if:

(1)  the Company irrevocably deposits in trust with the Trustee money or U.S. Government Obligations or a combination thereof for the payment of principal of and interest on the Securities to maturity or redemption, as the case may be;

(2)  the Company delivers to the Trustee a certificate from a nationally recognized firm of independent certified public accountants expressing their opinion that the payments of principal and interest when due and without reinvestment on the deposited U.S. Government Obligations plus any deposited money without investment will provide cash at such times and in such amounts as will be sufficient to pay principal and interest when due on all the Securities to maturity or redemption, as the case may be;

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(3)  123 days pass after the deposit is made and during the 123-day period no Default specified in Section 6.01(6) or (7) with respect to the Company occurs that is continuing at the end of the period;

(4)  the deposit does not constitute a default under any other agreement or instrument binding on the Company and is not prohibited by Article X;

(5)  the Company delivers to the Trustee an Opinion of Counsel to the effect that the trust resulting from the deposit does not constitute, or is qualified as, a regulated investment company under the Investment Company Act of 1940;

(6)  in the case of the legal defeasance option, the Company delivers to the Trustee an Opinion of Counsel stating that (i) the Company has received from, or there has been published by, the Internal Revenue Service a ruling, or (ii) since the date of this Indenture there has been a change in the applicable U.S. Federal income tax law, in either case to the effect that, and based thereon such Opinion of Counsel shall confirm that, the Securityholders will not recognize income, gain or loss for U.S. Federal income tax purposes as a result of such defeasance and will be subject to U.S. Federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such defeasance had not occurred;

(7)  in the case of the covenant defeasance option, the Company delivers to the Trustee an Opinion of Counsel to the effect that the Securityholders will not recognize income, gain or loss for U.S. Federal income tax purposes as a result of such covenant defeasance and will be subject to U.S. Federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such covenant defeasance had not occurred;

(8)  the Company delivers to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that all conditions precedent to the defeasance and discharge of the Securities as contemplated by this Article VIII have been complied with; and

(9)  no Default or Event of Default has occurred and is continuing on the date of such deposit and after giving effect thereto.

Before or after a deposit, the Company may make arrangements satisfactory to the Trustee for the redemption of Securities at a future date in accordance with Article III.

SECTION 8.03.  Application of Trust Money.  The Trustee shall hold in trust money or U.S. Government Obligations deposited with it pursuant to this Article VIII.  It shall apply the deposited money and the money from U.S. Government Obligations through the Paying Agent and in accordance with this Indenture to the payment of principal of and interest on the Securities.  Money and securities so held in trust are not subject to Article X.

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SECTION 8.04.  Repayment to Company.  The Trustee and the Paying Agent shall promptly turn over to the Company upon request any excess money or securities held by them at any time.

Subject to any applicable abandoned property law, the Trustee and the Paying Agent shall pay to the Company upon request any money held by them for the payment of principal or interest that remains unclaimed for two years, and, thereafter, Securityholders entitled to the money must look to the Company for payment as general creditors.

SECTION 8.05.  Indemnity for Government Obligations.  The Company shall pay and shall indemnify the Trustee against any tax, fee or other charge imposed on or assessed against deposited U.S. Government Obligations or the principal and interest received on such U.S. Government Obligations.

SECTION 8.06.  Reinstatement.  If the Trustee or Paying Agent is unable to apply any money or U.S. Government Obligations in accordance with this Article VIII by reason of any legal proceeding or by reason of any order or judgment of any court or governmental authority enjoining, restraining or otherwise prohibiting such application, the Company’s obligations under this Indenture and the Securities shall be revived and reinstated as though no deposit had occurred pursuant to this Article VIII until such time as the Trustee or Paying Agent is permitted to apply all such money or U.S. Government Obligations in accordance with this Article VIII;  provided, however, that, if the Company has made any payment of interest on or principal of any Securities because of the reinstatement of its obligations, the Company shall be subrogated to the rights of the Holders of such Securities to receive such payment from the money or U.S. Government Obligations held by the Trustee or Paying Agent.

ARTICLE IX

Amendments

SECTION 9.01.  Without Consent of Holders.  The Company and the Trustee may amend this Indenture or the Securities without notice to or consent of any Securityholder to:

(1)  cure any ambiguity, omission, defect or inconsistency;

(2)  comply with Article V;

(3)  provide for uncertificated Securities in addition to or in place of certificated Securities; provided, however, that the uncertificated Securities are issued in registered form for purposes of Section 163(f) of the Code or in a manner such that the uncertificated Securities are described in Section 163(f)(2)(B) of the Code;

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(4)  add additional Guarantees with respect to the Securities or to release Subsidiary Guarantors from Subsidiary Guarantees as provided by the terms of this Indenture,

(5)  make any change in Article X or Article XII that would limit or terminate the benefits available to any holder of Senior Debt (or Representatives therefor) under Article X or Article XII;

(6)  secure the Securities;

(7)  add to the covenants of the Company for the benefit of the Holders or to surrender any right or power herein conferred upon the Company;

(8)  comply with any requirements of the SEC in connection with qualifying, or maintaining the qualification of, this Indenture under the TIA;

(9)  make any change that does not adversely affect the rights of any Securityholder; or

(10)  provide for the issuance of additional Securities in accordance with this Indenture.

An amendment under this Section may not make any change that adversely affects the rights under Article X or Article XII of any holder of Senior Debt then outstanding unless the holders of such Senior Debt (or their Representative) consent to such change.

After an amendment under this Section becomes effective, the Company shall mail to Securityholders a notice briefly describing such amendment.  The failure to give such notice to all Securityholders, or any defect therein, shall not impair or affect the validity of an amendment under this Section.

SECTION 9.02.  With Consent of Holders.  The Company and the Trustee may amend this Indenture or the Securities without notice to any Securityholder but with the written consent of the Holders of at least a majority in aggregate principal amount of the Securities then outstanding (including consents obtained in connection with a tender offer or exchange offer for the Securities).  However, without the consent of each Securityholder affected thereby, an amendment may not:

(1)  reduce the amount of Securities whose Holders must consent to an amendment or waiver;

(2)  reduce the rate of or extend the time for payment of interest on any Security;

(3)  reduce the principal of or extend the Stated Maturity of any Security;

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(4)  impair the right of any Holder to receive payment of principal of and interest on such Holder’s Securities on or after the due dates therefor or to institute suit for the enforcement of any payment on or with respect to such Holder’s Securities or any Subsidiary Guaranty;

(5)  reduce the premium payable upon the redemption of any Security under paragraph (5) of the Securities or change the time at which any Security may be redeemed in accordance with paragraph (5) of the Securities and Article III;

(6)  make any Security payable in money other than that stated in the Security;

(7)  make any change in Article X or Article XII that adversely affects the rights of any Securityholder; or

(8)  make any change in any Subsidiary Guaranty that would adversely affect the Securityholders.

It shall not be necessary for the consent of the Holders under this Section to approve the particular form of any proposed amendment, but it shall be sufficient if such consent approves the substance thereof.

No amendment may be made to the subordination provisions of this Indenture that adversely affects the rights of any holder of Senior Debt then outstanding unless the holders of such Senior Debt (or their Representative) consent to such change.

After an amendment under this Section becomes effective, the Company shall mail to Securityholders a notice briefly describing such amendment.  The failure to give such notice to all Securityholders, or any defect therein, shall not impair or affect the validity of an amendment under this Section.

SECTION 9.03.  Compliance with Trust Indenture Act.  Every amendment to this Indenture or the Securities shall comply with the TIA as then in effect.

SECTION 9.04.  Revocation and Effect of Consents and Waivers.  A consent to an amendment or a waiver by a Holder of a Security shall bind the Holder and every subsequent Holder of that Security or portion of the Security that evidences the same debt as the consenting Holder’s Security, even if notation of the consent or waiver is not made on the Security.  However, any such Holder or subsequent Holder may revoke the consent or waiver as to such Holder’s Security or portion of the Security if the Trustee receives the notice of revocation before the date the amendment or waiver becomes effective.  After an amendment or waiver becomes effective, it shall bind every Securityholder.  An amendment or waiver becomes effective upon the execution of such amendment or waiver by the Trustee.

The Company may, but shall not be obligated to, fix a record date for the purpose of determining the Securityholders entitled to give their consent or take any other

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action described above or required or permitted to be taken pursuant to this Indenture.  If a record date is fixed, then notwithstanding the immediately preceding paragraph, those Persons who were Securityholders at such record date (or their duly designated proxies), and only those Persons, shall be entitled to give such consent or to revoke any consent previously given or to take any such action, whether or not such Persons continue to be Holders after such record date.  No such consent shall be valid or effective for more than 120 days after such record date.

SECTION 9.05.  Notation on or Exchange of Securities.  If an amendment or waiver changes the terms of a Security, the Trustee may require the Holder of the Security to deliver such Security to the Trustee.  The Trustee may place an appropriate notation on the Security regarding the changed terms and return such Security to the Holder.  Alternatively, if the Company or the Trustee so determines, the Company in exchange for the Security shall issue and the Trustee shall authenticate a new Security that reflects the changed terms.  Failure to make the appropriate notation or to issue a new Security shall not affect the validity of such amendment.

SECTION 9.06.  Trustee To Sign Amendments.  The Trustee shall sign any amendment authorized pursuant to this Article IX if the amendment does not adversely affect the rights, duties, liabilities or immunities of the Trustee.  If it does, the Trustee may but need not sign it.  In signing such amendment the Trustee shall be entitled to receive indemnity reasonably satisfactory to it and to receive, and (subject to Section 7.01) shall be fully protected in relying upon, an Officers’ Certificate and an Opinion of Counsel stating that such amendment is authorized or permitted by this Indenture.

SECTION 9.07.  Payment for Consent.  Neither the Company nor any Affiliate of the Company shall, directly or indirectly, pay or cause to be paid any consideration, whether by way of interest, fee or otherwise, to any Holder for or as an inducement to any consent, waiver or amendment of any of the terms or provisions of this Indenture or the Securities unless such consideration is offered to be paid to all Holders that so consent, waive or agree to amend in the time frame set forth in solicitation documents relating to such consent, waiver or agreement.

ARTICLE X

Subordination

SECTION 10.01.  Agreement To Subordinate.  The Company agrees, and each Securityholder by accepting a Security agrees, that the Debt evidenced by the Securities is subordinated in right of payment, to the extent and in the manner provided in this Article X, to the payment when due of all Senior Debt of the Company and that the subordination is for the benefit of and enforceable by the holders of such Senior Debt.  The Securities shall in all respects rank pari passu with any existing and future Senior Subordinated Debt (including any of US Oncology, Inc.’s 9-5/8% Senior Subordinated Notes due 2012 that are not repurchased in connection with the Merger) and senior to all future Subordinated Obligation of the Company and the Subsidiary Guarantors, and only

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Senior Debt shall rank senior to the Securities in accordance with the provisions set forth herein.  All provisions of this Article X shall be subject to Section 10.12.

SECTION 10.02.  Liquidation, Dissolution, Bankruptcy.  Upon any payment or distribution of the assets of the Company upon a total or partial liquidation, dissolution or winding up of the Company, upon the making by the Company of an assignment for the benefit of its creditors, any marshalling of the Company’s assets and liabilities or in a bankruptcy, reorganization, insolvency, receivership or similar proceeding relating to the Company or its Property:

(1)  the holders of Senior Debt will be entitled to receive payment in full in cash before the Holders of the Securities are entitled to receive any payment of principal of or interest on the Securities, except that Holders of Securities may receive and retain (i) shares of stock and any debt securities that are subordinated to Senior Debt to at least the same extent as the Securities (such shares and debt being referred to herein as “Permitted Junior Securities”) and (ii) payments made from a trust formed in compliance with the provisions of Section 8.01; and

(2)  until the Senior Debt is paid in full in cash, any distribution to which Holders of the Securities would be entitled but for this Article X will be made to holders of the Senior Debt as their interests may appear.

SECTION 10.03.  Default on Senior Debt.  The Company may not pay principal of, or premium, if any, or interest on, the Securities, or make any deposit pursuant to Section 8.01, and may not repurchase, redeem or otherwise retire any Securities (collectively, “pay the Securities”) if (a) any principal, premium or interest in respect of any Designated Senior Debt is not paid when due or (b) any other default on Designated Senior Debt occurs and the maturity of such Designated Senior Debt is accelerated in accordance with its terms unless, in either case, (1) the default has been cured or waived and any such acceleration has been rescinded or (2) such Designated Senior Debt has been paid in full in cash; provided, however, that the Company may pay the Securities without regard to the foregoing if the Company and the Trustee receive written notice approving such payment from the Representative of such issue of Designated Senior Debt.  During the continuance of any default (other than a default described in clause (a) or (b) of the preceding sentence) with respect to any Designated Senior Debt pursuant to which the maturity thereof may be accelerated immediately without further notice (except any notice required to effect the acceleration) or the expiration of any applicable grace period, the Company may not pay the Securities for a period (a “Payment Blockage Period”) commencing upon the receipt by the Company and the Trustee of written notice of such default from the Representative of the holders of such Designated Senior Debt specifying an election to effect a Payment Blockage Period (a “Payment Blockage Notice”) and ending 179 days thereafter.  The Payment Blockage Period will end earlier if the Payment Blockage Period is terminated (a) by written notice to the Trustee and the Company from the Representative that gave such Payment Blockage Notice, (b) because such default is no longer continuing, or (c) because such Designated Senior Debt has been repaid in full in cash.  Unless the holders of such Designated Senior Debt or the Representative of such holders have accelerated the

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maturity of such Designated Senior Debt and not rescinded such acceleration, the Company may (unless otherwise prohibited as described in the first sentence of this paragraph) resume payments on the Securities after the end of such Payment Blockage Period.  Not more than one Payment Blockage Notice with respect to all issues of Designated Senior Debt may be given in any consecutive 360-day period, irrespective of the number of defaults with respect to one or more issues of Designated Senior Debt during such period.

SECTION 10.04.  Acceleration of Payment of Securities.  If payment of the Securities is accelerated when any Designated Senior Debt is outstanding, the Company may not pay the Securities until five Business Days after the Representatives of all issues of Designated Senior Debt receive notice of such acceleration and, thereafter, may pay the Securities only if this Indenture otherwise permits payment at that time.

SECTION 10.05.  When Distribution Must Be Paid Over.  If a distribution or payment is made to Securityholders that, because of this Article X, should not have been made to them, the Securityholders who receive the distribution or payment shall hold it in trust for holders of Senior Debt and pay it over to them as their interests may appear.

SECTION 10.06.  Subrogation.  After all Senior Debt is paid in full and until the Securities are paid in full, Securityholders shall be subrogated to the rights of holders of Senior Debt to receive distributions applicable to Senior Debt.  A distribution made under this Article X to holders of Senior Debt that otherwise would have been made to Securityholders is not, as between the Company and Securityholders, a payment by the Company on such Senior Debt.

SECTION 10.07.  Relative Rights.  This Article X defines the relative rights of Securityholders and holders of Senior Debt.  Nothing in this Indenture shall:

(1)  impair, as between the Company and Securityholders, the obligation of the Company, which is absolute and unconditional, to pay principal of and interest on the Securities in accordance with their terms; or

(2)  prevent the Trustee or any Securityholder from exercising its available remedies upon a Default or an Event of Default, subject to the rights of holders of Senior Debt to receive distributions or payments otherwise payable to Securityholders.

SECTION 10.08.  Subordination May Not Be Impaired by Company.  No right of any holder of Senior Debt to enforce the subordination of the Debt evidenced by the Securities shall be impaired by any act or failure to act by the Company or by its failure to comply with this Indenture.

Without in any way limiting the generality of the foregoing paragraph, the holders of Senior Debt of the Company may, at any time and from time to time, without the consent of or notice to the Trustee or the Securityholders, without incurring responsibility to the Trustee or the Securityholders and without impairing or releasing the

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subordination provided in this Article X or the obligations hereunder of the Trustee and the Securityholders to the holders of such Senior Debt, do any one or more of the following: (1) change the manner, place, terms or time of payment or extend the time of payment of, or renew or alter, such Senior Debt or any instrument evidencing the same or any agreement under which such Senior Debt is outstanding; (2) sell, exchange, impair, release or otherwise deal with any property pledged, mortgaged or otherwise securing such Senior Debt; (3) release any Person liable in any manner for the collection or payment of such Senior Debt; and (4) exercise or refrain from exercising any rights against the Company or any other Person.

SECTION 10.09.  Rights of Trustee and Paying Agent.  Notwithstanding Section 10.03, the Trustee or Paying Agent may continue to make payments on the Securities and shall not be charged with knowledge of the existence of facts that would prohibit the making of any such payments unless, not less than two Business Days prior to the date of such payment, a Trust Officer receives notice satisfactory to it that payments may not be made under this Article X.  The Company, the Registrar, the Paying Agent, a Representative or a holder of Senior Debt may give the notice; provided, however, that, if an issue of Senior Debt has a Representative, only the Representative may give the notice.

The Trustee in its individual or any other capacity may hold Senior Debt with the same rights it would have if it were not Trustee.  The Registrar and the Paying Agent may do the same with like rights.  The Trustee shall be entitled to all the rights set forth in this Article X with respect to any Senior Debt that may at any time be held by it, to the same extent as any other holder of such Senior Debt; and nothing in Article VII shall deprive the Trustee of any of its rights as such holder.  Nothing in this Article X shall apply to claims of, or payments to, the Trustee (in its capacity as such) under or pursuant to Section 7.07.

SECTION 10.10.  Distribution or Notice to Representative.  Whenever a distribution is to be made or a notice given to holders of Senior Debt, the distribution may be made and the notice given to their Representative (if any).

SECTION 10.11.  Article X Not To Prevent Events of Default or Limit Right To Accelerate.  The failure to make a payment pursuant to the Securities by reason of any provision in this Article X shall not be construed as preventing the occurrence of a Default.  Nothing in this Article X shall have any effect on the right of the Securityholders or the Trustee to accelerate the maturity of the Securities.

SECTION 10.12.  Trust Moneys Not Subordinated.  Notwithstanding anything contained herein to the contrary, payments from money or the proceeds of U.S. Government Obligations held in trust under Article VIII by the Trustee for the payment of principal of and interest on the Securities shall not be subordinated to the prior payment of any Senior Debt or subject to the restrictions set forth in this Article X, and none of the Securityholders shall be obligated to pay over any such amount to the Company or any holder of Senior Debt or any other creditor of the Company.

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SECTION 10.13.  Trustee Entitled To Rely.  Upon any payment or distribution pursuant to this Article X, the Trustee and the Securityholders shall be entitled to rely (i) upon any order or decree of a court of competent jurisdiction in which any proceedings of the nature referred to in Section 10.02 are pending, (ii) upon a certificate of the liquidating trustee or agent or other Person making such payment or distribution to the Trustee or to the Securityholders or (iii) upon the Representatives for the holders of Senior Debt for the purpose of ascertaining the Persons entitled to participate in such payment or distribution, the holders of Senior Debt and other Debt of the Company, the amount thereof or payable thereon, the amount or amounts paid or distributed thereon and all other facts pertinent thereto or to this Article X.  In the event that the Trustee determines, in good faith, that evidence is required with respect to the right of any Person as a holder of Senior Debt to participate in any payment or distribution pursuant to this Article X, the Trustee may request such Person to furnish evidence to the reasonable satisfaction of the Trustee as to the amount of such Senior Debt held by such Person, the extent to which such Person is entitled to participate in such payment or distribution and other facts pertinent to the rights of such Person under this Article X, and, if such evidence is not furnished, the Trustee may defer any payment to such Person pending judicial determination as to the right of such Person to receive such payment.  The provisions of Sections 7.01 and 7.02 shall be applicable to all actions or omissions of actions by the Trustee pursuant to this Article X.

SECTION 10.14.  Trustee To Effectuate Subordination.  Each Securityholder by accepting a Security authorizes and directs the Trustee on its behalf to take such action as may be necessary or appropriate to acknowledge or effectuate the subordination between the Securityholders and the holders of Senior Debt as provided in this Article X and appoints the Trustee as attorney-in-fact for any and all such purposes.

SECTION 10.15.  Trustee Not Fiduciary for Holders of Senior Debt.  The Trustee shall not be deemed to owe any fiduciary duty to the holders of Senior Debt and shall not be liable to any such holders if it shall mistakenly pay over or distribute to Securityholders or the Company or any other Person, money or assets to which any holders of Senior Debt shall be entitled by virtue of this Article X or otherwise.

SECTION 10.16.  Reliance by Holders of Senior Debt on Subordination Provisions.  Each Securityholder by accepting a Security (whether upon original issue or upon transfer, assignment or exchange thereof) acknowledges and agrees that the foregoing subordination provisions are, and are intended to be, an inducement and a consideration to each holder of any Senior Debt, whether such Senior Debt was created or acquired before or after the issuance of the Securities, to acquire and continue to hold, or to continue to hold, such Senior Debt and such holder of such Senior Debt shall be deemed conclusively to have relied on such subordination provisions in acquiring and continuing to hold, or in continuing to hold, such Senior Debt.

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ARTICLE XI

Subsidiary Guarantees

SECTION 11.01.  Subsidiary Guarantees.  Each Subsidiary Guarantor hereby unconditionally guarantees, jointly and severally, to each Holder and to the Trustee and its successors and assigns (a) the full and punctual payment of principal of and interest on the Securities when due, whether at maturity, by acceleration, by redemption or otherwise, and all other monetary obligations of the Company under this Indenture and the Securities and (b) the full and punctual performance within applicable grace periods of all other obligations of the Company under this Indenture and the Securities (all the foregoing being hereinafter collectively called the “Obligations”).  Each Subsidiary Guarantor further agrees that the Obligations may be extended or renewed, in whole or in part, without notice or further assent from such Subsidiary Guarantor, and that such Subsidiary Guarantor will remain bound under this Article XI notwithstanding any extension or renewal of any Obligation.

Each Subsidiary Guarantor waives presentation to, demand of, payment from and protest to the Company of any of the Obligations and also waives notice of protest for nonpayment.  Each Subsidiary Guarantor waives notice of any default under the Securities or the Obligations.  The obligations of each Subsidiary Guarantor hereunder shall not be affected by (a) the failure of any Holder or the Trustee to assert any claim or demand or to enforce any right or remedy against the Company or any other Person (including the Subsidiary Guarantors) under this Indenture, the Securities or any other agreement or otherwise; (b) any extension or renewal of any thereof; (c) any rescission, waiver, amendment or modification of any of the terms or provisions of this Indenture, the Securities or any other agreement; (d) the release of any security held by any Holder or the Trustee for the Obligations or any of them; (e) the failure of any Holder or the Trustee to exercise any right or remedy against any other guarantor of the Obligations; or (f) except as set forth in Section 11.08, any change in the ownership of such Subsidiary Guarantor.

Each Subsidiary Guarantor further agrees that its Subsidiary Guaranty herein constitutes a guarantee of payment, performance and compliance when due (and not a guarantee of collection) and waives any right to require that any resort be had by any Holder or the Trustee to any security held for payment of the Obligations.

Each Subsidiary Guaranty is, to the extent and in the manner set forth in Article XII, subordinated and subject in right of payment to the prior payment in full of all Senior Debt of the Subsidiary Guarantor giving such Subsidiary Guaranty and each Subsidiary Guaranty is made subject to such provisions of this Indenture.

Except as expressly set forth in Sections 4.07, 4.13, 5.02, 8.01(b), 11.07 and 11.08, the obligations of each Subsidiary Guarantor hereunder shall not be subject to any reduction, limitation, impairment or termination for any reason, including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to any defense of setoff, counterclaim, recoupment or termination whatsoever or by reason of

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the invalidity, illegality or unenforceability of the Guaranteed Obligations or otherwise.  Without limiting the generality of the foregoing, the obligations of each Subsidiary Guarantor herein shall not be discharged or impaired or otherwise affected by the failure of any Holder or the Trustee to assert any claim or demand or to enforce any remedy under this Indenture, the Securities or any other agreement, by any waiver or modification of any thereof, by any default, failure or delay, willful or otherwise, in the performance of the obligations, or by any other act or thing or omission or delay to do any other act or thing which may or might in any manner or to any extent vary the risk of such Subsidiary Guarantor or would otherwise operate as a discharge of such Subsidiary Guarantor as a matter of law or equity.

Each Subsidiary Guarantor further agrees that its Subsidiary Guaranty herein shall continue to be effective or be reinstated, as the case may be, if at any time payment, or any part thereof, of principal of or interest on any Obligation is rescinded or must otherwise be restored by any Holder or the Trustee upon the bankruptcy or reorganization of the Company or otherwise.

In furtherance of the foregoing and not in limitation of any other right which any Holder or the Trustee has at law or in equity against any Subsidiary Guarantor by virtue hereof, upon the failure of the Company to pay the principal of or interest on any Obligation when and as the same shall become due, whether at maturity, by acceleration, by redemption or otherwise, or to perform or comply with any other Obligation, each Subsidiary Guarantor hereby promises to and will, upon receipt of written demand by the Trustee, forthwith pay, or cause to be paid, in cash, to the Holders or the Trustee an amount equal to the sum of (i) the unpaid amount of such Obligations, (ii) accrued and unpaid interest on such Obligations (but only to the extent not prohibited by law) and (iii) all other monetary Obligations of the Company to the Holders and the Trustee.

Each Subsidiary Guarantor agrees that it shall not be entitled to any right of subrogation in respect of any Obligations guaranteed hereby until payment in full in cash of all Obligations and all obligations to which the Obligations are subordinated as provided in Article XII.  Each Subsidiary Guarantor further agrees that, as between it, on the one hand, and the Holders and the Trustee, on the other hand, (x) the maturity of the Obligations guaranteed hereby may be accelerated as provided in Article VI for the purposes of such Subsidiary Guarantor’s Subsidiary Guaranty herein, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Obligations guaranteed hereby, and (y) in the event of any declaration of acceleration of such Obligations as provided in Article VI, such Obligations (whether or not due and payable) shall forthwith become due and payable by such Subsidiary Guarantor for the purposes of this Section.

Each Subsidiary Guarantor also agrees to pay any and all costs and expenses (including reasonable attorneys’ fees) incurred by the Trustee or any Holder in enforcing any rights under this Section 11.01.

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SECTION 11.02.  Contribution.  Each Subsidiary Guarantor (a “Contributing Party”) agrees (subject to Articles X and XII) that, in the event a payment shall be made by any other Subsidiary Guarantor under any Subsidiary Guaranty (the “Claiming Guarantor”), the Contributing Party shall indemnify the Claiming Guarantor in an amount equal to the amount of such payment multiplied by a fraction, the numerator of which shall be the net worth of the Contributing Party on the date of such payment and the denominator of which shall be the aggregate net worth of all the Subsidiary Guarantors on the date of such payment.

SECTION 11.03.  Successors and Assigns.  This Article XI shall be binding upon each Subsidiary Guarantor and its successors and assigns and shall inure to the benefit of the successors and assigns of the Trustee and the Holders and, in the event of any transfer or assignment of rights by any Holder or the Trustee, the rights and privileges conferred upon that party in this Indenture and in the Securities shall automatically extend to and be vested in such transferee or assignee, all subject to the terms and conditions of this Indenture.

SECTION 11.04.  No Waiver.  Neither a failure nor a delay on the part of either the Trustee or the Holders in exercising any right, power or privilege under this Article XI shall operate as a waiver thereof, nor shall a single or partial exercise thereof preclude any other or further exercise of any right, power or privilege.  The rights, remedies and benefits of the Trustee and the Holders herein expressly specified are cumulative and not exclusive of any other rights, remedies or benefits which either may have under this Article XI at law, in equity, by statute or otherwise.

SECTION 11.05.  Modification.  No modification, amendment or waiver of any provision of this Article XI, nor the consent to any departure by any Subsidiary Guarantor therefrom, shall in any event be effective unless the same shall be in writing and signed by the Trustee, and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given.  No notice to or demand on any Subsidiary Guarantor in any case shall entitle such Subsidiary Guarantor to any other or further notice or demand in the same, similar or other circumstances.

SECTION 11.06.  Execution of Supplemental Indenture for Future Subsidiary Guarantors.  Each Subsidiary which is required to become a Subsidiary Guarantor pursuant to Section 4.13 shall promptly execute and deliver to the Trustee a supplemental indenture in the form of Exhibit C hereto pursuant to which such Subsidiary shall become a Subsidiary Guarantor under this Article XI and shall guarantee the Obligations.  Concurrently with the execution and delivery of such supplemental indenture, the Company shall deliver to the Trustee an Opinion of Counsel to the effect that such supplemental indenture has been duly authorized, executed and delivered by such Subsidiary and that, subject to the application of bankruptcy, insolvency, moratorium, fraudulent conveyance or transfer and other similar laws relating to creditors’ rights generally and to the principles of equity, whether considered in a proceeding at law or in equity, the Subsidiary Guaranty of such Subsidiary Guarantor is a legal, valid and binding obligation of such Subsidiary Guarantor, enforceable against such Subsidiary Guarantor in accordance with its terms.

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SECTION 11.07.  Limitation on Liability.  Any term or provision of this Indenture to the contrary notwithstanding, the maximum aggregate amount of the Obligations guaranteed hereunder by any Subsidiary Guarantor shall not exceed the maximum amount that can be hereby guaranteed without rendering this Indenture, as it relates to such Subsidiary Guarantor, voidable under applicable law relating to fraudulent conveyance or fraudulent transfer or similar laws affecting the rights of creditors generally.

SECTION 11.08.  Release of Subsidiary Guarantor.  Upon

(i)  the sale (including any sale pursuant to any exercise of remedies by a holder of Senior Debt of the Company or of such Subsidiary Guarantor) or other disposition (including by way of consolidation or merger) of a Subsidiary Guarantor,

(ii)  the sale or disposition of all or substantially all the assets of such Subsidiary Guarantor or

(iii)  upon the designation of such Subsidiary Guarantor as an Unrestricted Subsidiary pursuant to the terms of this Indenture,

such Subsidiary Guarantor shall be deemed released from all obligations under this Article 11 without any further action required on the part of the Trustee or any Holder, in each case other than a sale or disposition to Parent or a Subsidiary of Parent.  In the case of clauses (i) and (ii) above, the Company shall provide an Officers’ Certificate to the Trustee to the effect that the Company will comply with its obligations under Section 4.06.  At the request of the Company, the Trustee shall execute and deliver an appropriate instrument evidencing such release.

ARTICLE XII

Subordination of Subsidiary Guarantees

SECTION 12.01.  Agreement To Subordinate.  Each Subsidiary Guarantor agrees, and each Securityholder by accepting a Security agrees, that the Obligations evidenced by such Subsidiary Guarantor’s Subsidiary Guaranty is subordinated in right of payment, to the extent and in the manner provided in this Article XII, to the payment when due of all Senior Debt of such Subsidiary Guarantor and that the subordination is for the benefit of and enforceable by the holders of such Senior Debt.  The Obligations of a Subsidiary Guarantor shall in all respects rank pari passu with any future Senior Subordinated Debt of such Subsidiary Guarantor and senior to all existing and future junior subordinated Debt of such Subsidiary Guarantor, and only Senior Debt shall rank senior to the Obligations of such Subsidiary Guarantor in accordance with the provisions set forth herein.

SECTION 12.02.  Liquidation, Dissolution, Bankruptcy.  Upon any payment or distribution of the assets of any Subsidiary Guarantor to creditors upon a total or partial liquidation or a total or partial dissolution of such Subsidiary Guarantor, upon

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the making by any Subsidiary Guarantor of an assignment for the benefit of its creditors, any marshalling of any Subsidiary Guarantor’s assets and liabilities or in a bankruptcy, reorganization, insolvency, receivership or similar proceeding relating to such Subsidiary Guarantor or its property:

(1)  holders of Senior Debt of such Subsidiary Guarantor shall be entitled to receive payment in full in cash of such Senior Debt before Securityholders shall be entitled to receive any payment pursuant to any Obligations of such Subsidiary Guarantor, except that all Securityholders may receive and retain shares of stock and any debt securities of such Subsidiary Guarantor that are subordinated to Senior Debt of such Subsidiary Guarantor to at least the same extent as the Obligations of such Subsidiary Guarantor are subordinated to Senior Debt of such Subsidiary Guarantor; and

(2)  until the Senior Debt of any Subsidiary Guarantor is paid in full in cash, any distribution made by or on behalf of such Subsidiary Guarantor to which Securityholders would be entitled but for this Article XII shall be made to holders of the Senior Debt as their interests may appear.

SECTION 12.03.  Default on Senior Debt of Subsidiary Guarantor.  No Subsidiary Guarantor may make any payment pursuant to any of its Obligations or repurchase, redeem or otherwise retire or defease any Securities or other Obligations (collectively, “pay its Subsidiary Guaranty”) if (i) any Designated Senior Debt of such Subsidiary Guarantor is not paid within any applicable grace period (including at maturity) or (ii) any other default on Designated Senior Debt of such Subsidiary Guarantor occurs and the maturity of such Designated Senior Debt is accelerated in accordance with its terms unless, in either case, (x) the default has been cured or waived and any such acceleration has been rescinded or (y) such Designated Senior Debt has been paid in full in cash; provided, however, that any Subsidiary Guarantor may pay its Subsidiary Guaranty without regard to the foregoing if such Subsidiary Guarantor and the Trustee receive written notice approving such payment from the Representatives of each issue of Designated Senior Debt of such Subsidiary Guarantor.  No Subsidiary Guarantor may pay its Subsidiary Guaranty during the continuance of any Payment Blockage Period after receipt by the Company and the Trustee of a Payment Blockage Notice under Section 10.03.  Notwithstanding the provisions described in the immediately preceding sentence, unless the holders of Designated Senior Debt giving such Payment Blockage Notice or the Representative of such holders shall have accelerated the maturity of such Designated Senior Debt and not rescinded such acceleration, any Subsidiary Guarantor may (unless otherwise prohibited as described in the first sentence of this paragraph) resume payments pursuant to its Subsidiary Guaranty after such Payment Blockage Period.

SECTION 12.04.  Demand for Payment.  If a demand for payment is made on a Subsidiary Guarantor pursuant to Article XI, such Subsidiary Guarantor may not pay its Subsidiary Guaranty until five Business Days after the Representatives of all issues of Designated Senior Debt receive notice of such acceleration and, thereafter, may pay its Subsidiary Guaranty only if this Indenture otherwise permits payment at that time.

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SECTION 12.05.  When Distribution Must Be Paid Over.  If a distribution or payment is made to Securityholders that, because of this Article XII, should not have been made to them, the Securityholders who receive the distribution or payment shall hold it in trust for holders of the relevant Senior Debt of the applicable Subsidiary Guarantor and pay it over to them or their Representatives as their interests may appear.

SECTION 12.06.  Subrogation.  After all Senior Debt of a Subsidiary Guarantor is paid in full and until the Securities are paid in full, Securityholders shall be subrogated to the rights of holders of Senior Debt to receive distributions applicable to Senior Debt of such Subsidiary Guarantor.  A distribution made under this Article XII to holders of such Senior Debt that otherwise would have been made to Securityholders is not, as between the relevant Subsidiary Guarantor and Securityholders, a payment by such Subsidiary Guarantor on such Senior Debt.

SECTION 12.07.  Relative Rights.  This Article XII defines the relative rights of Securityholders and holders of Senior Debt of a Subsidiary Guarantor.  Nothing in this Indenture shall:

(1)  impair, as between a Subsidiary Guarantor and Securityholders, the obligation of such Subsidiary Guarantor, which is absolute and unconditional, to pay the Obligations to the extent set forth in Article XI or the relevant Subsidiary Guaranty; or

(2)  prevent the Trustee or any Securityholder from exercising its available remedies upon a default by such Subsidiary Guarantor under the Obligations, subject to the rights of holders of Senior Debt of such Subsidiary Guarantor to receive distributions otherwise payable to Securityholders.

SECTION 12.08.  Subordination May Not Be Impaired by Subsidiary Guarantor.  No right of any holder of Senior Debt of any Subsidiary Guarantor to enforce the subordination of the Obligation of such Subsidiary Guarantor shall be impaired by any act or failure to act by such Subsidiary Guarantor or by its failure to comply with this Indenture.

Without in any way limiting the generality of the foregoing paragraph, the holders of Senior Debt of a Subsidiary Guarantor may, at any time and from time to time, without the consent of or notice to the Trustee or the Securityholders, without incurring responsibility to the Trustee or the Securityholders and without impairing or releasing the subordination provided in this Article XII or the obligations hereunder of the Trustee and the Securityholders to the holders of such Senior Debt, do any one or more of the following: (1) change the manner, place, terms or time of payment or extend the time of payment of, or renew or alter, such Senior Debt or any instrument evidencing the same or any agreement under which such Senior Debt is outstanding; (2) sell, exchange, impair, release or otherwise deal with any property pledged, mortgaged or otherwise securing such Senior Debt; (3) release any Person liable in any manner for the collection or payment of such Senior Debt; and (4) exercise or refrain from exercising any rights against such Subsidiary Guarantor or any other Person.

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SECTION 12.09.  Rights of Trustee and Paying Agent.  Notwithstanding Section 12.03, the Trustee or Paying Agent may continue to make payments on any Subsidiary Guaranty and shall not be charged with knowledge of the existence of facts that would prohibit the making of any such payments unless, not less than two Business Days prior to the date of such payment, a Trust Officer receives written notice satisfactory to it that such payments may not be made under this Article XII.  The Company, the relevant Subsidiary Guarantor, the Registrar, the Paying Agent, a Representative or a holder of Senior Debt of such Subsidiary Guarantor may give the notice; provided, however, that, if an issue of Senior Debt of any Subsidiary Guarantor has a Representative, only the Representative may give the notice.

The Trustee in its individual or any other capacity may hold Senior Debt of any Subsidiary Guarantor with the same rights it would have if it were not Trustee.  The Registrar and the Paying Agent may do the same with like rights.  The Trustee shall be entitled to all the rights set forth in this Article XII with respect to any Senior Debt of any Subsidiary Guarantor that may at any time be held by it, to the same extent as any other holder of such Senior Debt; and nothing in Article VII shall deprive the Trustee of any of its rights as such holder.  Nothing in this Article XII shall apply to claims of, or payments to, the Trustee under or pursuant to Section 7.07.

SECTION 12.10.  Distribution or Notice to Representative.  Whenever a distribution is to be made or a notice given to holders of Senior Debt of any Subsidiary Guarantor, the distribution may be made and the notice given to their Representative (if any).

SECTION 12.11.  Article XII Not To Prevent Events of Default Under a Subsidiary Guaranty or Limit Right To Demand Payment.  The failure to make a payment pursuant to a Subsidiary Guaranty by reason of any provision in this Article XII shall not be construed as preventing the occurrence of a default under such Subsidiary Guaranty.  Nothing in this Article XII shall have any effect on the right of the Securityholders or the Trustee to make a demand for payment on any Subsidiary Guarantor pursuant to Article XI or the relevant Subsidiary Guaranty.

SECTION 12.12.  Trustee Entitled To Rely.  Upon any payment or distribution pursuant to this Article XII, the Trustee and the Securityholders shall be entitled to rely (i) upon any order or decree of a court of competent jurisdiction in which any proceedings of the nature referred to in Section 12.02 are pending, (ii) upon a certificate of the liquidating trustee or agent or other Person making such payment or distribution to the Trustee or to the Securityholders or (iii) upon the Representatives for the holders of Senior Debt of any Subsidiary Guarantor for the purpose of ascertaining the Persons entitled to participate in such payment or distribution, the holders of such Senior Debt and other Debt of such Subsidiary Guarantor, the amount thereof or payable thereon, the amount or amounts paid or distributed thereon and all other facts pertinent thereto or to this Article XII.  In the event that the Trustee determines, in good faith, that evidence is required with respect to the right of any Person as a holder of Senior Debt of any Subsidiary Guarantor to participate in any payment or distribution pursuant to this Article XII, the Trustee may request such Person to furnish evidence to the reasonable

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satisfaction of the Trustee as to the amount of Senior Debt of such Subsidiary Guarantor held by such Person, the extent to which such Person is entitled to participate in such payment or distribution and other facts pertinent to the rights of such Person under this Article XII, and, if such evidence is not furnished, the Trustee may defer any payment to such Person pending judicial determination as to the right of such Person to receive such payment.  The provisions of Sections 7.01 and 7.02 shall be applicable to all actions or omissions of actions by the Trustee pursuant to this Article XII.

SECTION 12.13.  Trustee To Effectuate Subordination.  Each Securityholder by accepting a Security authorizes and directs the Trustee on its behalf to take such action as may be necessary or appropriate to acknowledge or effectuate the subordination between the Securityholders and the holders of Senior Debt of any Subsidiary Guarantor as provided in this Article XII and appoints the Trustee as attorney-in-fact for any and all such purposes.

SECTION 12.14.  Trustee Not Fiduciary for Holders of Senior Debt of Subsidiary Guarantor.  The Trustee shall not be deemed to owe any fiduciary duty to the holders of Senior Debt of any Subsidiary Guarantor and shall not be liable to any such holders if it shall mistakenly pay over or distribute to Securityholders or the Company or any other Person, money or assets to which any holders of such Senior Debt shall be entitled by virtue of this Article XII or otherwise.

SECTION 12.15.  Reliance by Holders of Senior Debt on Subordination Provisions.  Each Securityholder by accepting a Security acknowledges and agrees that the foregoing subordination provisions are, and are intended to be, an inducement and a consideration to each such holder of any Senior Debt of any Subsidiary Guarantor, whether such Senior Debt was created or acquired before or after the issuance of the Securities, to acquire and continue to hold, or to continue to hold, such Senior Debt and such holder of Senior Debt shall be deemed conclusively to have relied on such subordination provisions in acquiring and continuing to hold, or in continuing to hold, such Senior Debt.

ARTICLE XIII

Miscellaneous

SECTION 13.01.  Trust Indenture Act Controls.  If any provision of this Indenture limits, qualifies or conflicts with another provision that is required to be included in this Indenture by the TIA, the required provision shall control.

SECTION 13.02.  Notices.  Any notice or communication shall be in writing and delivered in person or mailed by first-class mail or sent by facsimile (with a hard copy delivered in person or by mail promptly thereafter) and addressed as follows:

if to the Company or any Subsidiary Guarantor:

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US Oncology, Inc.
16825 Northchase Drive
Suite 1300
Houston, TX 77060

Attention of:  Chief Financial Officer

if to the Trustee:

LaSalle Bank National Association
Corporate Trust Administration
135 South LaSalle Street, Suite 1960
Chicago, IL 60603

Attention of:  Erik Benson

The Company or the Trustee by notice to the other may designate additional or different addresses for subsequent notices or communications.

Any notice or communication mailed to a Securityholder shall be mailed to the Securityholder at the Securityholder’s address as it appears on the registration books of the Registrar and shall be sufficiently given if so mailed within the time prescribed.

Failure to mail a notice or communication to a Securityholder or any defect in it shall not affect its sufficiency with respect to other Securityholders.  If a notice or communication is mailed in the manner provided above, it is duly given, whether or not the addressee receives it.

SECTION 13.03.  Communication by Holders with Other Holders.  Securityholders may communicate pursuant to TIA § 312(b) with other Securityholders with respect to their rights under this Indenture or the Securities.  The Company, the Trustee, the Registrar and anyone else shall have the protection of TIA § 312(c).

SECTION 13.04.  Certificate and Opinion as to Conditions Precedent.  Upon any request or application by the Company to the Trustee to take or refrain from taking any action under this Indenture, the Company shall furnish to the Trustee:

(1)  an Officers’ Certificate in form and substance reasonably satisfactory to the Trustee stating that, in the opinion of the signers, all conditions precedent, if any, provided for in this Indenture relating to the proposed action have been complied with; and

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(2)  an Opinion of Counsel in form and substance reasonably satisfactory to the Trustee stating that, in the opinion of such counsel, all such conditions precedent have been complied with.

SECTION 13.05.  Statements Required in Certificate or Opinion.  Each certificate or opinion with respect to compliance with a covenant or condition provided for in this Indenture shall include:

(1)  a statement that the individual making such certificate or opinion has read such covenant or condition;

(2)  a brief statement as to the nature and scope of the examination or investigation upon which the statements or opinions contained in such certificate or opinion are based;

(3)  a statement that, in the opinion of such individual, he has made such examination or investigation as is necessary to enable him to express an informed opinion as to whether or not such covenant or condition has been complied with; and

(4)  a statement as to whether or not, in the opinion of such individual, such covenant or condition has been complied with.

SECTION 13.06.  When Securities Disregarded.  In determining whether the Holders of the required principal amount of Securities have concurred in any direction, waiver or consent, Securities owned by the Company, any Subsidiary Guarantor or by any Person directly or indirectly controlling or controlled by or under direct or indirect common control with the Company or any Subsidiary Guarantor shall be disregarded and deemed not to be outstanding, except that, for the purpose of determining whether the Trustee shall be protected in relying on any such direction, waiver or consent, only Securities that the Trustee knows are so owned shall be so disregarded.  Also, subject to the foregoing, only Securities outstanding at the time shall be considered in any such determination.

SECTION 13.07.  Rules by Trustee, Paying Agent and Registrar.  The Trustee may make reasonable rules for action by or a meeting of Securityholders.  The Registrar and the Paying Agent may make reasonable rules for their functions.

SECTION 13.08.  Legal Holidays.  A “Legal Holiday” is a Saturday, a Sunday or a day on which banking institutions are not required to be open in the State of New York.  If a payment date is a Legal Holiday, payment shall be made on the next succeeding day that is not a Legal Holiday, and no interest shall accrue for the intervening period.  If a regular record date is a Legal Holiday, the record date shall not be affected.

SECTION 13.09.  Governing Law.  THIS INDENTURE AND THE SECURITIES SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.

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SECTION 13.10.  No Recourse Against Others.  A director, officer, manager, employee, incorporator, member, partner or stockholder, as such, of the Company or any Subsidiary Guarantor shall not have any liability for any obligations of the Company under the Securities or this Indenture or any such Subsidiary Guarantor under any Subsidiary Guaranty, as the case may be, or for any claim based on, in respect of or by reason of such obligations or their creation.  By accepting a Security, each Securityholder shall waive and release all such liability.  The waiver and release shall be part of the consideration for the issue of the Securities.

SECTION 13.11.  Successors.  All agreements of the Company and each Subsidiary Guarantor in this Indenture and the Securities shall bind its successors.  All agreements of the Trustee in this Indenture shall bind its successors.

SECTION 13.12.  Multiple Originals.  The parties may sign any number of copies of this Indenture.  Each signed copy shall be an original, but all of them together represent the same agreement.  One signed copy is enough to prove this Indenture.

SECTION 13.13.  Table of Contents; Headings.  The table of contents, cross-reference sheet and headings of the Articles and Sections of this Indenture have been inserted for convenience of reference only, are not intended to be considered a part hereof and shall not modify or restrict any of the terms or provisions hereof.

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IN WITNESS WHEREOF, the parties have caused this Indenture to be duly executed as of the date first written above.

OILER ACQUISITION CORP.,
By
	/s/ D. Scott Mackesy
	Name:D. Scott Mackesy
	Title:President

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LASALLE BANK NATIONAL ASSOCIATION,
By
	/s/ Vernita Anderson
	Name:Vernity Anderson
	Title:Assistant Vice President

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APPENDIX A

PROVISIONS RELATING TO INITIAL SECURITIES
AND EXCHANGE SECURITIES

1.  Definitions

1.1  Definitions

Capitalized terms used but not otherwise defined in this Appendix shall have the meanings assigned in the Indenture.  For the purposes of this Appendix A the following terms shall have the meanings indicated below:

“Applicable Procedures” means, with respect to any transfer or transaction involving a Temporary Regulation S Global Security or beneficial interest therein, the rules and procedures of the Depository, Euroclear and Clearstream for such a Temporary Regulations S Global Security, in each case to the extent applicable to such transaction and as in effect from time to time.

“Clearstream” means Clearstream Banking, S.A., or any successor securities clearing agency.

“Definitive Security” means a certificated Initial Security or Exchange Security or Private Exchange Security bearing, if required, the restricted securities legend set forth in Section 2.3(d).

“Depository” means The Depository Trust Company, its nominees and their respective successors.

“Distribution Compliance Period”, with respect to any Securities, means the period of 40 consecutive days beginning on and including the later of (i) the day on which such Securities are first offered to persons other than distributors (as defined in Regulation S under the Securities Act) in reliance on Regulation S and (ii) the Issue Date with respect to such Securities.

“Exchange Securities” means the 10 3/4% Senior Subordinated Notes due 2014 to be issued pursuant to the Indenture in connection with a Registered Exchange Offer pursuant to the Registration Agreement.

“Euroclear” means Euroclear Bank S.A./N.V., as operator of the Euroclear System, or any successor securities clearing agency.

“Initial Purchasers” means (i) with respect to the Initial Securities issued on the Issue Date, Citigroup Global Markets Inc., J.P. Morgan Securities Inc., Wachovia Capital Markets, LLC, and Deutsche Bank Securities Inc. and (ii) with respect to each issuance of additional Initial Securities, the Persons purchasing such additional Initial Securities under the related Purchase Agreement.

“Initial Securities” means the 10 3/4% Senior Subordinated Notes due 2014, to be issued from time to time, in one or more series as provided for in this Indenture.

“Offered Securities” means Initial Securities in the aggregate principal amount of $275,000,000 issued on August 20, 2004.

“Private Exchange” means the offer by the Company, pursuant to Section 2 of the Registration Agreement, or pursuant to any similar provision of any other Registration Agreement, to issue and deliver to certain purchasers, in exchange for the Initial Securities held by such purchasers as part of their initial distribution, a like aggregate principal amount of Private Exchange Securities.

“Private Exchange Securities” means the 10 3/4% Senior Subordinated Notes due 2014 to be issued pursuant to this Indenture in connection with a Private Exchange pursuant to a Registration Agreement.

“Purchase Agreement” means (i) with respect to the Initial Securities issued on the Issue Date, the Purchase Agreement dated August 4, 2004, between the Company and the Initial Purchasers relating to the Original Securities, and (ii) with respect to each issuance of additional Initial Securities, the purchase agreement or underwriting agreement between the Company and the Persons purchasing such additional Initial Securities.

“QIB” means a “qualified institutional buyer” as defined in Rule 144A.

“Registered Exchange Offer” means the offer by the Company, pursuant to a Registration Agreement, to certain Holders of Initial Securities, to issue and deliver to such Holders, in exchange for the Initial Securities, a like aggregate principal amount of Exchange Securities registered under the Securities Act.

“Registration Agreement” means (i) with respect to the Initial Securities issued on the Issue Date, the Registration Rights Agreement dated August 4, 2004, between the Company and the Initial Purchasers relating to the Original Securities and (ii) with respect to each issuance of additional Initial Securities issued in a transaction exempt from the registration requirements of the Securities Act, the registration rights agreement, if any, between the Company and the Persons purchasing such additional Initial Securities under the related Purchase Agreement.

“Rule 144A Securities” means all Initial Securities offered and sold to QIBs in reliance on Rule 144A.

“Securities” means the Initial Securities and the Exchange Securities, treated as a single class.

“Securities Act” means the Securities Act of 1933, as amended.

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“Securities Custodian” means the custodian with respect to a Global Security (as appointed by the Depository) or any successor person thereto, who shall initially be the Trustee.

“Shelf Registration Statement” means a registration statement issued by the Company in connection with the offer and sale of Initial Securities or Private Exchange Securities pursuant to the Registration Agreement.

“Transfer Restricted Securities” means Definitive Securities and any other Securities that bear or are required to bear the legend set forth in Section 2.3(d) hereto.

1.2  Other Definitions

Term	Defined In Section:
“Agent Members”	2.1(b)
“Global Security”	2.1(a)
“Regulation S”	2.1
“Rule 144A”	2.1
“Rule 144A Global Security”	2.1(a)
“Permanent Regulation S Global Security”	2.1(a)
“Temporary Regulation S Global Security”	2.1(a)

2.  The Securities

2.1  Form and Dating

The Initial Securities will be offered and sold by the Company, from time to time, pursuant to one or more Purchase Agreements.  The Initial Securities will be resold initially only to QIBs in reliance on Rule 144A under the Securities Act (“Rule 144A”) and in reliance on Regulation S under the Securities Act (“Regulation S”).  Initial Securities may thereafter be transferred to, among others, QIBs and purchasers in reliance on Regulation S, subject to the restrictions on transfer set forth herein.

(a)  Global Securities.  Initial Securities initially resold pursuant to Rule 144A shall be issued initially in the form of one or more permanent global Securities in definitive, fully registered form (collectively, the “Rule 144A Global Security”) and Initial Securities initially resold pursuant to Regulation S shall be issued initially in the form of one or more temporary global securities (collectively, the “Temporary Regulation S Global Security”), in each case without interest coupons and with the global securities legend and restricted securities legend set forth in Exhibit 1 hereto, which shall be deposited on behalf of the purchasers of the Initial Securities represented thereby with the Securities Custodian, and registered in the name of the Depository or a nominee of the Depository, duly executed by the Company and authenticated by the Trustee as provided in this Indenture.  Beneficial ownership interests in the Temporary Regulation S Global Security will not be exchangeable for interests in the Rule 144A Global Security, a

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permanent global security (the “Permanent Regulation S Global Security”), or any other Security without a legend containing restrictions on transfer of such Security prior to the expiration of the Distribution Compliance Period and then only upon certification in form reasonably satisfactory to the Trustee that beneficial ownership interests in such Temporary Regulation S Global Security are owned either by non-U.S. persons or U.S. persons who purchased such interests in a transaction that did not require registration under the Securities Act.  The Rule 144A Global Security, Temporary Regulation S Global Security and Permanent Regulation S Global Security are collectively referred to herein as “Global Securities.”  The aggregate principal amount of the Global Securities may from time to time be increased or decreased by adjustments made on the records of the Trustee and the Depository or its nominee as hereinafter provided.

(b)  Book-Entry Provisions.  This Section 2.1(b) shall apply only to a Global Security deposited with or on behalf of the Depository.

The Company shall execute and the Trustee shall, in accordance with this Section 2.1(b) and pursuant to an order of the Company, authenticate and deliver initially one or more Global Securities that (a) shall be registered in the name of the Depository for such Global Security or Global Securities or the nominee of such Depository and (b) shall be delivered by the Trustee to such Depository or pursuant to such Depository’s instructions or held by the Trustee as Securities Custodian.

Members of, or participants in, the Depository (“Agent Members”) shall have no rights under this Indenture with respect to any Global Security held on their behalf by the Depository or by the Trustee as Securities Custodian or under such Global Security, and the Depository may be treated by the Company, the Trustee and any agent of the Company or the Trustee as the absolute owner of such Global Security for all purposes whatsoever.  Notwithstanding the foregoing, nothing herein shall prevent the Company, the Trustee or any agent of the Company or the Trustee from giving effect to any written certification, proxy or other authorization furnished by the Depository or impair, as between the Depository and its Agent Members, the operation of customary practices of such Depository governing the exercise of the rights of a holder of a beneficial interest in any Global Security.

(c)  Definitive Securities.  Except as provided in Section 2.3 or 2.4, owners of beneficial interests in Global Securities will not be entitled to receive physical delivery of Definitive Securities.

2.2  Authentication.  The Trustee shall authenticate and deliver:  (1) Offered Securities for original issue in an aggregate principal amount of $275,000,000, (2) additional Initial Securities, if and when issued, in an unlimited amount (subject to compliance with Section 4.03 of this Indenture) and (3) the Exchange Securities or Private Exchange Securities for issue only in a Registered Exchange Offer or a Private Exchange, respectively, pursuant to the Registration Agreement, for a like principal amount of Initial Securities or Private Exchange Securities, as applicable, upon a written order of the Company signed by two Officers or by an Officer and either an Assistant Treasurer or an Assistant Secretary of the Company.  Such order shall specify the amount

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of the Securities to be authenticated and the date on which the original issue of Securities is to be authenticated and whether the Securities are to be Initial Securities or Exchange Securities.  The aggregate principal amount of Securities that may be outstanding at any time is unlimited.

2.3  Transfer and Exchange.  (a)  Transfer and Exchange of Definitive Securities.  When Definitive Securities are presented to the Registrar with a request:

(x) to register the transfer of such Definitive Securities; or

(y) to exchange such Definitive Securities for an equal principal amount of Definitive Securities of other authorized denominations,

the Registrar shall register the transfer or make the exchange as requested if its reasonable requirements for such transaction are met; provided, however, that the Definitive Securities surrendered for transfer or exchange:

(i)  shall be duly endorsed or accompanied by a written instrument of transfer in form reasonably satisfactory to the Company and the Registrar, duly executed by the Holder thereof or his attorney duly authorized in writing; and

(ii)  if such Definitive Securities bear a restricted securities legend, they are being transferred or exchanged pursuant to an effective registration statement under the Securities Act or pursuant to clause (A), (B) or (C) below, and are accompanied by the following additional information and documents, as applicable:

(A)  if such Definitive Securities are being delivered to the Registrar by a Holder for registration in the name of such Holder, without transfer, a certification from such Holder to that effect; or

(B)  if such Definitive Securities are being transferred to the Company, a certification to that effect; or

(C)  if such Definitive Securities are being transferred pursuant to an exemption from registration (i) in accordance with Rule 144A or Regulation S under the Securities Act, a certification to that effect and (ii) in accordance with Rule 144 under the Securities Act (a) a certification to that effect and (b) if the Company so requests, an opinion of counsel or other evidence reasonably satisfactory to it as to the compliance with the restrictions set forth in the legend set forth in Section 2.3(e)(i).

(b)  Restrictions on Transfer of a Definitive Security for a Beneficial Interest in a Global Security.  A Definitive Security may not be exchanged for a beneficial interest in a Rule 144A Global Security or a Permanent Regulation S Global Security except upon satisfaction of the requirements set forth below.  Upon receipt by

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the Trustee of a Definitive Security, duly endorsed or accompanied by appropriate instruments of transfer, in form satisfactory to the Trustee, together with:

(i)  certification, in the form set forth on the reverse of the Security, that such Definitive Security is either (A) being transferred to a QIB in accordance with Rule 144A or (B) is being transferred after expiration of the Distribution Compliance Period by a Person who initially purchased such Security in reliance on Regulation S to a buyer who elects to hold its interest in such Security in the form of a beneficial interest in the Permanent Regulation S Global Security; and

(ii)  written instructions directing the Trustee to make, or to direct the Securities Custodian to make, an adjustment on its books and records with respect to such Rule 144A Global Security (in the case of a transfer pursuant to clause (b)(i)(A)) or Permanent Regulation S Global Security (in the case of a transfer pursuant to clause (b)(i)(B)) to reflect an increase in the aggregate principal amount of the Securities represented by the Rule 144A Global Security or Permanent Regulation S Global Security, as applicable, such instructions to contain information regarding the Depository account to be credited with such increase,

then the Trustee shall cancel such Definitive Security and cause, or direct the Securities Custodian to cause, in accordance with the standing instructions and procedures existing between the Depository and the Securities Custodian, the aggregate principal amount of Securities represented by the Rule 144A Global Security or Permanent Regulation S Global Security, as applicable, to be increased by the aggregate principal amount of the Definitive Security to be exchanged and shall credit or cause to be credited to the account of the Person specified in such instructions a beneficial interest in the Rule 144A Global Security or Permanent Regulation S Global Security, as applicable, equal to the principal amount of the Definitive Security so canceled.  If no Rule 144A Global Securities or Permanent Regulation S Global Securities, as applicable, are then outstanding, the Company shall issue and the Trustee shall authenticate, upon written order of the Company in the form of an Officers’ Certificate of the Company, a new Rule 144A Global Security or Permanent Regulation S Global Security, as applicable, in the appropriate principal amount.

(c)  Transfer and Exchange of Global Securities.  (i)   The transfer and exchange of Global Securities or beneficial interests therein shall be effected through the Depository, in accordance with this Indenture (including applicable restrictions on transfer set forth herein, if any) and the procedures of the Depository therefor.  A transferor of a beneficial interest in a Global Security shall deliver a written order given in accordance with the Depository’s procedures containing information regarding the participant account of the Depository to be credited with a beneficial interest in the Global Security and such account shall be credited in accordance with such instructions with a beneficial interest in the Global Security and the account of the Person making the transfer shall be debited by an amount equal to the beneficial interest in the Global Security being transferred.

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(ii)  If the proposed transfer is a transfer of a beneficial interest in one Global Security to a beneficial interest in another Global Security, the Registrar shall reflect on its books and records the date and an increase in the principal amount of the Global Security to which such interest is being transferred in an amount equal to the principal amount of the interest to be so transferred, and the Registrar shall reflect on its books and records the date and a corresponding decrease in the principal amount of the Global Security from which such interest is being transferred.

(iii)  Notwithstanding any other provisions of this Appendix A (other than the provisions set forth in Section 2.4), a Global Security may not be transferred as a whole except by the Depository to a nominee of the Depository or by a nominee of the Depository to the Depository or another nominee of the Depository or by the Depository or any such nominee to a successor Depository or a nominee of such successor Depository.

(iv)  In the event that a Global Security is exchanged for Definitive Securities pursuant to Section 2.4 prior to the consummation of a Registered Exchange Offer or the effectiveness of a Shelf Registration Statement with respect to such Securities, such Securities may be exchanged only in accordance with such procedures as are substantially consistent with the provisions of this Section 2.3 (including the certification requirements set forth on the reverse of the Initial Securities intended to ensure that such transfers comply with Rule 144A, Regulation S or such other applicable exemption from registration under the Securities Act, as the case may be) and such other procedures as may from time to time be adopted by the Company.

(d)  Restrictions on Transfer of Temporary Regulation S Global Securities.   During the Distribution Compliance Period, beneficial ownership interests in Temporary Regulation S Global Securities may only be sold, pledged or transferred through Euroclear or Clearstream in accordance with the Applicable Procedures and only (i) to the Company, (ii) so long as such Security is eligible for resale pursuant to Rule 144A, to a Person whom the selling holder reasonably believes is a QIB that purchases for its own account or for the account of a QIB to whom notice is given that the resale, pledge or transfer is being made in reliance on Rule 144A, (iii) in an offshore transaction in accordance with Regulation S or (iv) pursuant to an exemption from registration under the Securities Act provided by Rule 144 (if applicable) under the Securities Act, in each case in accordance with any applicable securities laws of any state of the United States.

(e)  Legend.

(i)  Except as permitted by the following paragraphs (ii), (iii) and (iv), each certificate evidencing the Global Securities and the Definitive Securities (and all Securities issued in exchange therefor or in substitution thereof) shall bear a legend in substantially the following form:

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“THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). THE HOLDER HEREOF, BY PURCHASING THIS SECURITY, AGREES FOR THE BENEFIT OF THE COMPANY THAT THIS SECURITY MAY NOT BE RESOLD, PLEDGED OR OTHERWISE TRANSFERRED (X) PRIOR TO THE SECOND ANNIVERSARY OF THE ISSUANCE HEREOF (OR ANY PREDECESSOR SECURITY HERETO) OR (Y) BY ANY HOLDER THAT WAS AN AFFILIATE OF THE COMPANY AT ANY TIME DURING THE THREE MONTHS PRECEDING THE DATE OF SUCH  TRANSFER, IN EITHER CASE OTHER THAN (1) TO THE  COMPANY, (2) SO LONG AS THIS SECURITY IS ELIGIBLE FOR RESALE PURSUANT TO RULE 144A UNDER THE SECURITIES ACT (“RULE 144A”), TO A PERSON WHOM THE SELLER REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER WITHIN THE MEANING OF RULE 144A PURCHASING FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER TO WHOM NOTICE IS GIVEN THAT THE RESALE, PLEDGE OR OTHER TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A (AS INDICATED BY THE BOX CHECKED BY THE TRANSFEROR ON THE CERTIFICATE OF TRANSFER ON THE REVERSE OF THIS SECURITY), (3) IN AN OFFSHORE TRANSACTION IN ACCORDANCE WITH REGULATION S UNDER THE SECURITIES ACT (AS INDICATED BY THE BOX CHECKED BY THE TRANSFEROR ON THE CERTIFICATE OF TRANSFER ON THE REVERSE OF THIS SECURITY), (4) PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT PROVIDED BY RULE 144 (IF APPLICABLE) UNDER THE SECURITIES ACT, OR (5) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT, IN EACH CASE IN ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES.  THE HOLDER HEREOF, BY PURCHASING THIS SECURITY, REPRESENTS AND AGREES FOR THE BENEFIT OF THE COMPANY THAT IT IS (1) A QUALIFIED INSTITUTIONAL BUYER WITHIN THE MEANING OF RULE 144A OR (2) A NON-U.S. PERSON OUTSIDE THE UNITED STATES WITHIN THE MEANING OF (OR AN ACCOUNT SATISFYING THE REQUIREMENTS OF PARAGRAPH (k)(2)(i) OF RULE 902 UNDER) REGULATION S UNDER THE SECURITIES ACT.”

Each Definitive Security will also bear the following additional legend:

“IN CONNECTION WITH ANY TRANSFER, THE HOLDER WILL DELIVER TO THE REGISTRAR AND TRANSFER AGENT SUCH CERTIFICATES AND OTHER INFORMATION AS SUCH TRANSFER AGENT MAY REASONABLY REQUIRE TO CONFIRM THAT THE TRANSFER COMPLIES WITH THE FOREGOING RESTRICTIONS.”

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(ii)  Upon any sale or transfer of a Transfer Restricted Security (including any Transfer Restricted Security represented by a Global Security) pursuant to Rule 144 under the Securities Act:

(A)  in the case of any Transfer Restricted Security that is a Definitive Security, the Registrar shall permit the Holder thereof to exchange such Transfer Restricted Security for a Security that does not bear the legends set forth above and rescind any restriction on the transfer of such Transfer Restricted Security; and

(B)  in the case of any Transfer Restricted Security that is represented by a Global Security, the Registrar shall permit the Holder thereof to exchange such Transfer Restricted Security for a Security that does not bear the legends set forth above and rescind any restriction on the transfer of such Transfer Restricted Security,

in either case, if the Holder certifies in writing to the Registrar that its request for such exchange was made in reliance on Rule 144 (such certification to be in the form set forth on the reverse of the Initial Security).

(iii)  After a transfer of any Initial Securities or Private Exchange Securities, as the case may be, during the period of the effectiveness of a Shelf Registration Statement with respect to such Initial Securities or Private Exchange Securities, all requirements pertaining to restricted legends on such Initial Security or such Private Exchange Security will cease to apply and an Initial Security or Private Exchange Security, as the case may be, in global form without restricted legends will be available to the transferee of the beneficial interests of such Initial Securities or Private Exchange Securities.  Upon the occurrence of any of the circumstances described in this paragraph, the Company will deliver an Officers’ Certificate to the Trustee instructing the Trustee to issue Securities without restricted legends.

(iv)  Upon the consummation of a Registered Exchange Offer with respect to the Initial Securities pursuant to which certain Holders of such Initial Securities are offered Exchange Securities in exchange for their Initial Securities, Exchange Securities in global form without the restricted legends will be available to Holders or beneficial owners that exchange such Initial Securities (or beneficial interests therein) in such Registered Exchange Offer.  Upon the occurrence of any of the circumstances described in this paragraph, the Company will deliver an Officers’ Certificate to the Trustee instructing the Trustee to issue Securities without restricted legends.

(f)  Cancelation or Adjustment of Global Security.  At such time as all beneficial interests in a Global Security have either been exchanged for Definitive Securities, redeemed, repurchased or canceled, such Global Security shall be returned by the Depository to the Trustee for cancelation or retained and canceled by the Trustee.  At any time prior to such cancelation, if any beneficial interest in a Global Security is

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exchanged for Definitive Securities, redeemed, repurchased or canceled, the principal amount of Securities represented by such Global Security shall be reduced and an adjustment shall be made on the books and records of the Trustee (if it is then the Securities Custodian for such Global Security) with respect to such Global Security, by the Trustee or the Securities Custodian, to reflect such reduction.

(g)  Obligations with Respect to Transfers and Exchanges of Securities.

(i)  To permit registrations of transfers and exchanges, the Company shall execute and the Trustee shall authenticate Definitive Securities and Global Securities at the Registrar’s request.

(ii)  No service charge shall be made for any registration of transfer or exchange, but the Company may require payment of a sum sufficient to cover any transfer tax, assessments, or similar governmental charge payable in connection therewith (other than any such transfer taxes, assessments or similar governmental charge payable upon exchange or transfer pursuant to Sections 3.06, 4.06, 4.12 and 9.05 of this Indenture).

(iii)  The Registrar shall not be required to register the transfer of or exchange of any Security for a period beginning 15 days before the mailing of a notice of redemption or an offer to repurchase Securities or 15 days before an interest payment date.

(iv)  Prior to the due presentation for registration of transfer of any Security, the Company, the Trustee, the Paying Agent or the Registrar may deem and treat the person in whose name a Security is registered as the absolute owner of such Security for the purpose of receiving payment of principal of and interest on such Security and for all other purposes whatsoever, whether or not such Security is overdue, and none of the Company, the Trustee, the Paying Agent or the Registrar shall be affected by notice to the contrary.

(v)  All Securities issued upon any transfer or exchange pursuant to the terms of this Indenture shall evidence the same debt and shall be entitled to the same benefits under this Indenture as the Securities surrendered upon such transfer or exchange.

(h)  No Obligation of the Trustee.

(i)  The Trustee shall have no responsibility or obligation to any beneficial owner of a Global Security, a member of, or a participant in the Depository or any other Person with respect to the accuracy of the records of the Depository or its nominee or of any participant or member thereof, with respect to any ownership interest in the Securities or with respect to the delivery to any participant, member, beneficial owner or other Person (other than the Depository) of any notice (including any notice of redemption or repurchase) or the payment of any amount, under or with respect to such Securities.  All notices and communications

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to be given to the Holders and all payments to be made to Holders under the Securities shall be given or made only to the registered Holders (which shall be the Depository or its nominee in the case of a Global Security).  The rights of beneficial owners in any Global Security shall be exercised only through the Depository subject to the applicable rules and procedures of the Depository.  The Trustee may rely and shall be fully protected in relying upon information furnished by the Depository with respect to its members, participants and any beneficial owners.

(ii)  The Trustee shall have no obligation or duty to monitor, determine or inquire as to compliance with any restrictions on transfer imposed under this Indenture or under applicable law with respect to any transfer of any interest in any Security (including any transfers between or among Depository participants, members or beneficial owners in any Global Security) other than to require delivery of such certificates and other documentation or evidence as are expressly required by, and to do so if and when expressly required by, the terms of this Indenture, and to examine the same to determine substantial compliance as to form with the express requirements hereof.

2.4  Definitive Securities

(a)  A Global Security deposited with the Depository or with the Trustee as Securities Custodian pursuant to Section 2.1 shall be transferred to the beneficial owners thereof in the form of Definitive Securities in an aggregate principal amount equal to the principal amount of such Global Security, in exchange for such Global Security, only if such transfer complies with Section 2.3 and (i) the Depository notifies the Company that it is unwilling or unable to continue as a Depository for such Global Security or if at any time the Depository ceases to be a “clearing agency” registered under the Exchange Act, and, in either case, a successor Depository is not appointed by the Company within 90 days of such notice, or (ii) a Default or an Event of Default has occurred and is continuing or (iii) the Company, in its sole discretion, notifies the Trustee in writing that it elects to cause the issuance of Definitive Securities under this Indenture.

(b)  Any Global Security that is transferable to the beneficial owners thereof pursuant to this Section 2.4 shall be surrendered by the Depository to the Trustee, to be so transferred, in whole or from time to time in part, without charge, and the Trustee shall authenticate and deliver, upon such transfer of each portion of such Global Security, an equal aggregate principal amount of Definitive Securities of authorized denominations.  Definitive Securities issued in exchange for any portion of a Global Security transferred pursuant to this Section shall be executed, authenticated and delivered only in denominations of $1,000 and any integral multiple thereof and registered in such names as the Depository shall direct.  Any Definitive Security delivered in exchange for an interest in the Global Security shall, except as otherwise provided by Section 2.3(e), bear the restricted securities legend set forth in Exhibit 1 hereto.

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(c)  The registered Holder of a Global Security may grant proxies and otherwise authorize any Person, including Agent Members and Persons that may hold interests through Agent Members, to take any action that a Holder is entitled to take under this Indenture or the Securities.

(d)  In the event of the occurrence of any of the events specified in Section 2.4(a)(i), (ii) or (iii), the Company will promptly make available to the Trustee a reasonable supply of Definitive Securities in definitive, fully registered form without interest coupons.

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EXHIBIT 1
to APPENDIX A

[FORM OF FACE OF INITIAL SECURITY]

[Global Securities Legend]

UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), NEW YORK, NEW YORK, TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO., OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.

TRANSFERS OF THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC OR TO A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE AND TRANSFERS OF PORTIONS OF THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN THE INDENTURE REFERRED TO ON THE REVERSE HEREOF.

[Restricted Securities Legend]

THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). THE HOLDER HEREOF, BY PURCHASING THIS SECURITY, AGREES FOR THE BENEFIT OF THE COMPANY THAT THIS SECURITY MAY NOT BE RESOLD, PLEDGED OR OTHERWISE TRANSFERRED (X) PRIOR TO THE SECOND ANNIVERSARY OF THE ISSUANCE HEREOF (OR ANY PREDECESSOR SECURITY HERETO) OR (Y) BY ANY HOLDER THAT WAS AN AFFILIATE OF THE COMPANY AT ANY TIME DURING THE THREE MONTHS PRECEDING THE DATE OF SUCH  TRANSFER, IN EITHER CASE, OTHER THAN (1) TO THE  COMPANY, (2) SO LONG AS THIS SECURITY IS ELIGIBLE FOR RESALE PURSUANT TO RULE 144A UNDER THE SECURITIES ACT (“RULE 144A”) TO A PERSON WHOM THE SELLER REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER WITHIN THE MEANING OF RULE 144A, PURCHASING FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER TO WHOM NOTICE IS GIVEN THAT THE RESALE, PLEDGE OR OTHER TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A (AS INDICATED BY THE BOX CHECKED BY

THE TRANSFEROR ON THE CERTIFICATE OF TRANSFER ON THE REVERSE OF THIS SECURITY), (3) IN AN OFFSHORE TRANSACTION IN ACCORDANCE WITH REGULATION S UNDER THE SECURITIES ACT (AS INDICATED BY THE BOX CHECKED BY THE TRANSFEROR ON THE CERTIFICATE OF TRANSFER ON THE REVERSE OF THIS SECURITY), (4) PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT PROVIDED BY RULE 144 (IF APPLICABLE) UNDER THE SECURITIES ACT, OR (5) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT, IN EACH CASE IN ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES.  THE HOLDER HEREOF, BY PURCHASING THIS SECURITY, REPRESENTS AND AGREES FOR THE BENEFIT OF THE COMPANY THAT IT IS (1) A QUALIFIED INSTITUTIONAL BUYER WITHIN THE MEANING OF RULE 144A OR (2) A NON-U.S. PERSON OUTSIDE THE UNITED STATES WITHIN THE MEANING OF (OR AN ACCOUNT SATISFYING THE REQUIREMENTS OF PARAGRAPH (k)(2)(i) OF RULE 902 UNDER) REGULATION S UNDER THE SECURITIES ACT.

[Temporary Regulation S Global Security Legend]

BENEFICIAL OWNERSHIP INTERESTS IN THIS TEMPORARY REGULATION S GLOBAL NOTE WILL NOT BE EXCHANGEABLE FOR INTERESTS IN THE RULE 144A GLOBAL NOTE OR THE PERMANENT REGULATION S GLOBAL NOTE OR ANY OTHER NOTE REPRESENTING AN INTEREST IN THE NOTES REPRESENTED HEREBY WHICH DO NOT CONTAIN A LEGEND CONTAINING RESTRICTIONS ON TRANSFER, UNTIL THE EXPIRATION OF THE “40-DAY DISTRIBUTED COMPLIANCE PERIOD” (WITHIN THE MEANING OF RULE 903(b)(3) OF REGULATION S UNDER THE SECURITIES ACT) AND THEN ONLY UPON CERTIFICATION IN FORM REASONABLY SATISFACTORY TO THE TRUSTEE THAT SUCH BENEFICIAL INTERESTS ARE OWNED EITHER BY NON-U.S. PERSONS OR U.S. PERSONS WHO PURCHASED SUCH INTERESTS IN A TRANSACTION THAT DID NOT REQUIRE REGISTRATION UNDER THE SECURITIES ACT.  DURING SUCH 40-DAY DISTRIBUTION COMPLIANCE PERIOD, BENEFICIAL OWNERSHIP INTERESTS IN THIS TEMPORARY REGULATION S GLOBAL NOTE MAY ONLY BE SOLD, PLEDGED OR TRANSFERRED THROUGH THE EUROCLEAR SYSTEM OR CLEARSTREAM BANKING S.A. AND ONLY (A) TO THE COMPANY OR ANY SUBSIDIARY THEREOF, (B) TO A QUALIFIED INSTITUTIONAL BUYER IN COMPLIANCE WITH RULE 144A UNDER THE SECURITIES ACT, (C) OUTSIDE THE UNITED STATES IN AN OFFSHORE TRANSACTION IN COMPLIANCE WITH RULE 904 UNDER THE SECURITIES ACT, (D) PURSUANT TO THE EXEMPTION FROM REGISTRATION PROVIDED BY RULE 144 UNDER THE SECURITIES ACT (IF AVAILABLE), OR (E) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT, IN EACH OF CASES (A) THROUGH (E) IN ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES AND OTHER JURISDICTIONS.  HOLDERS OF INTERESTS IN THIS TEMPORARY REGULATION S GLOBAL NOTE WILL NOTIFY ANY PURCHASER OF SUCH RESALE RESTRICTIONS, IF THEN APPLICABLE.

2

[Definitive Securities Legend]

IN CONNECTION WITH ANY TRANSFER, THE HOLDER WILL DELIVER TO THE REGISTRAR AND TRANSFER AGENT SUCH CERTIFICATES AND OTHER INFORMATION AS SUCH TRANSFER AGENT MAY REASONABLY REQUIRE TO CONFIRM THAT THE TRANSFER COMPLIES WITH THE FOREGOING RESTRICTIONS.

3

[FORM OF FACE OF INITIAL SECURITY]

No. [up to]**$                    

10 3/4% Senior Subordinated Note due 2014

CUSIP No.             

Oiler Acquisition Corp., a Delaware corporation, promises to pay to [Cede & Co.]**, or registered assigns, the principal sum [of               Dollars]* [as set forth on the Schedule of Increases or Decreases annexed hereto]** on August 15, 2014.

Interest Payment Dates: February 15 and August 15.

Record Dates:  February 1 and August 1.

*  Insert for Definitive Securities

**Insert for Global Securities

Additional provisions of this Security are set forth on the other side of this Security.

IN WITNESS WHEREOF, the parties have caused this instrument to be duly executed.

OILER ACQUISITION CORP.,
	by
		Name:
		Title:
	by
		Name:
		Title:

TRUSTEE’S CERTIFICATE OF AUTHENTICATION
Dated:
LASALLE BANK NATIONAL ASSOCIATION,
as Trustee, certifies that this is one of the Securities referred to in the Indenture.
by:
	Authorized Signatory

2

[FORM OF REVERSE SIDE OF INITIAL SECURITY]

10 3/4% Senior Subordinated Note due 2014

1.Interest

(a)  Oiler Acquisition Corp, a Delaware corporation (such corporation, and its successors and assigns under the Indenture hereinafter referred to, being herein called the “Company”), promises to pay interest on the principal amount of this Security at the rate per annum shown above.  The Company will pay interest semiannually on February 15 and August 15 of each year, commencing February 15, 2005.  Interest on the Securities will accrue from the most recent date to which interest has been paid or, if no interest has been paid, from August 20, 2004.  Interest shall be computed on the basis of a 360-day year of twelve 30-day months.  The Company shall pay interest on overdue principal at the rate borne by the Securities plus 1% per annum, and it shall pay interest on overdue installments of interest at the rate borne by the Securities to the extent lawful.

(b)  Special Interest.  The holder of this Security is entitled to the benefits of a Registration Rights Agreement, dated as of August 4, 2004, among the Company and the Purchasers named therein (the “Registration Agreement”).  Capitalized terms used in this paragraph (b) but not defined herein have the meanings assigned to them in the Registration Agreement.  In the event that (i) neither the Exchange Offer Registration Statement nor the Shelf Registration Statement has been filed with the Commission on or prior to the 120th day following the date of the original issuance of the Securities, (ii) neither the Exchange Offer Registration Statement nor the Shelf Registration Statement has been declared effective on or prior to the 210th day following the date of the original issuance of the Securities, (iii) neither the Registered Exchange Offer has been consummated nor the Shelf Registration Statement has been declared effective on or prior to the 240th day following the date of the original issuance of the Securities, or (iv) after the Exchange Offer Registration Statement or the Shelf Registration Statement has been declared effective, such Registration Statement thereafter ceases to be effective or usable in connection with resales of the Securities at any time that the Company is obligated to maintain the effectiveness thereof pursuant to the Registration Agreement (each such event referred to in clauses (i) through (iv) above being referred to herein as a “Registration Default”), interest (the “Special Interest”) shall accrue (in addition to stated interest on the Securities) from and including the date on which the first such Registration Default shall occur to but excluding the date on which all Registration Defaults have been cured, at a rate per annum equal to 0.25% of the principal amount of the Securities; provided, however, that such rate per annum shall increase by 0.25% per annum from and including the 91st day after the first such Registration Default (and each successive 91st day thereafter) unless and until all Registration Defaults have been cured; provided further, however, that in no event shall the Special Interest accrue at a rate in excess of 1.00% per annum.  The Special Interest will be payable in cash semiannually in arrears each February 15 and August 15.

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2.Method of Payment

The Company will pay interest on the Securities (except defaulted interest) to the Persons who are registered holders of Securities at the close of business on the February 1 or August 1 next preceding the interest payment date even if Securities are canceled after the record date and on or before the interest payment date.  Holders must surrender Securities to a Paying Agent to collect principal payments.  The Company will pay principal and interest in money of the United States of America that at the time of payment is legal tender for payment of public and private debts.  Payments in respect of the Securities represented by a Global Security (including principal, premium and interest) will be made by wire transfer of immediately available funds to the accounts specified by The Depository Trust Company.  The Company will make all payments in respect of a Definitive Security (including principal, premium and interest), by mailing a check to the registered address of each Holder thereof; provided, however, that payments on the Securities will be made by wire transfer to a U.S. dollar account maintained by the payee with a bank in the United States if such Holder elects payment by wire transfer by giving written notice to the Trustee or the Paying Agent to such effect designating such account no later than 30 days immediately preceding the relevant due date for payment (or such other date as the Trustee may accept in its discretion).

3.Paying Agent and Registrar

Initially, LaSalle Bank National Association, a national banking association (the “Trustee”), will act as Paying Agent and Registrar.  The Company may appoint and change any Paying Agent or Registrar without notice.  The Company or any of its domestically incorporated Wholly Owned Subsidiaries may act as Paying Agent or Registrar.

4.Indenture

The Company issued the Securities under an Indenture dated as of August 20, 2004 (the “Indenture”), between the Company and the Trustee.  The terms of the Securities include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. §§ 77aaa-77bbbb) as in effect on the date of the Indenture (the “TIA”).  Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture.  The Securities are subject to all such terms, and Securityholders are referred to the Indenture and the TIA for a statement of those terms.

The Securities are senior subordinated unsecured obligations of the Company.  [This Security is one of the Offered Securities referred to in the Indenture issued in an aggregate principal amount of $275,000,000.  The Securities include the Offered Securities, an unlimited amount of additional Initial Securities that may be issued under the Indenture, and any Exchange Securities issued in exchange for Initial Securities].  [This Security is one of the unlimited amount of additional Initial Securities.  The Securities include such additional Securities, the Offered Securities in an aggregate principal amount of $275,000,000 previously issued under the Indenture and any

4

Exchange Securities issued in exchange for Initial Securities.  The additional Initial Securities, the Offered Securities and the Exchange Securities are treated as a single class of securities under the Indenture.]  The Offered Securities, such additional Initial Securities and the Exchange Securities are treated as a single class of securities under the Indenture.  The Indenture imposes certain limitations on the ability of the Company and its Restricted Subsidiaries to, among other things, make certain Investments and other Restricted Payments, pay dividends and other distributions, incur Debt, enter into consensual restrictions upon the payment of certain dividends and distributions by such Restricted Subsidiaries, issue or sell shares of capital stock of such Restricted Subsidiaries, enter into or permit certain transactions with Affiliates, and make Asset Sales.  The Indenture also imposes limitations on the ability of the Company to consolidate or merge with or into any other Person or sell, transfer, assign, lease, convey or otherwise dispose of all or substantially all of the Property of the Company.

5.Optional Redemption

Except as set forth below, the Securities may not be redeemed at the option of the Company prior to August 15, 2009.  On and after that date, the Company may redeem all or any portion of the Securities at once or over time, after giving the required notice under the Indenture.  The Securities may be redeemed at the redemption prices set forth below, plus accrued and unpaid interest, if any, to the redemption date (subject to the right of Holders of record on the relevant record date to receive interest due on the relevant interest payment date).  The following prices are for Securities redeemed during the 12-month period commencing on August 15 of the years set forth below, and are expressed as percentages of principal amount:

Period	Redemption Price
2009	105.375	%
2010	103.583	%
2011	101.792	%
2012 and thereafter	100.000	%

Notwithstanding the foregoing, at any time and from time to time, prior to August 15, 2007, the Company may redeem up to a maximum of 35% of the original aggregate principal amount of the Securities (which includes any additional Securities) with the proceeds from one or more Qualified Equity Offerings (provided that, if the Qualified Equity Offering is an offering by Parent, a portion of the net cash proceeds thereof equal to the amount required to redeem any such Securities is contributed to the equity capital of the Company or used to acquire Capital Stock of the Company (other than Disqualified Stock) from the Company), at a redemption price equal to 110.75% of the principal amount thereof, plus accrued and unpaid interest thereon, if any, to the redemption date (subject to the right of Holders of record on the relevant record date to receive interest due on the relevant interest payment date); provided, however, that after giving effect to any such redemption, at least 65% of the original aggregate principal

5

amount of the Securities remains outstanding.  Any such redemption shall be made within 90 days of such Qualified Equity Offering.

The Company may choose to redeem all or any portion of the Securities, at once or over time, prior to August 15, 2009.  If it does so, it may redeem the Securities, after giving the required notice under the Indenture.  To redeem the Securities, the Company must pay a redemption price equal to the sum of:

(a)  100% of the principal amount of the Securities to be redeemed, plus

(b)  the Applicable Premium,

plus accrued and unpaid interest, if any, to the redemption date (subject to the right of Holders of record on the relevant record date to receive interest due on the relevant interest payment date).

“Applicable Premium” means, with respect to any Security at any time, the greater of (1) 1.0% of the principal amount of such Security at such time and (2) the excess of (A) the present value at such time of (i) the redemption price of such Security at August 15, 2009 (such redemption price being described in the table appearing in the first paragraph of this Paragraph (5) exclusive of any accrued interest) plus (ii) any required interest payments due on such Security through August 15, 2009, (including any accrued and unpaid interest) computed using a discount rate equal to the Treasury Rate plus 50 basis points, over (B) the principal amount of such Security.

“Comparable Treasury Issue” means the United States Treasury security selected by an Independent Investment Banker as having a maturity comparable to the remaining term of the Securities that would be utilized, at the time of selection and in accordance with customary financial practice, in pricing new issues of corporate debt securities of comparable maturity to the remaining term of such Securities.  “Independent Investment Banker” means one of the Reference Treasury Dealers appointed by the Trustee after consultation with the Company.

“Comparable Treasury Price” means, with respect to any redemption date:

(a) the average of the bid and asked prices for the Comparable Treasury Issue (expressed in each case as a percentage of its principal amount) on the third business day preceding such redemption date, as set forth in the most recently published statistical release designated “H.15(519)” (or any successor release) published by the Board of Governors of the Federal Reserve System and which establishes yields on actively traded United States treasury securities adjusted to constant maturity under the caption “Treasury Constant Maturities” or

(b) if such release (or any successor release) is not published or does not contain such prices on such business day, the average of the Reference Treasury Dealer Quotations for such redemption date.

6

“Reference Treasury Dealer” means Citigroup Global Markets Inc., JPMorgan Securities Inc., Wachovia Capital Markets, LLC and Deutsche Bank Securities Inc. and their respective successors; provided, however, that if any of the foregoing shall cease to be a primary U.S. Government securities dealer in New York City (a “Primary Treasury Dealer”), the Company shall substitute therefor another Primary Treasury Dealer.

“Reference Treasury Dealer Quotations” means, with respect to each Reference Treasury Dealer and any redemption date, the average, as determined by the Trustee, of the bid and asked prices for the Comparable Treasury Issue (expressed in each case as a percentage of its principal amount) quoted in writing to the Trustee by such Reference Treasury Dealer at 5:00 p.m. on the third business day preceding such redemption date.

“Treasury Rate” means, with respect to any redemption date, the rate per annum equal to the yield to maturity of the Comparable Treasury Issue, compounded semi-annually, assuming a price for such Comparable Treasury Issue (expressed as a percentage of its principal amount) equal to the Comparable Treasury Price for such redemption date.

6.Notice of Optional Redemption

Notice of optional redemption will be mailed by first-class mail at least 30 days but not more than 60 days before the redemption date for an optional redemption to each Holder of Securities to be redeemed at his or her registered address.  Any notice to holders of Securities of such a redemption needs to include the appropriate calculation of the redemption price, but does not need to include the redemption price itself.  The actual redemption price, calculated as described above, must be set forth in an Officers’ Certificate delivered to the Trustee no later than two business days prior to the redemption date.  Securities in denominations larger than $1,000 may be redeemed in part but only in whole multiples of $1,000.  If money sufficient to pay the optional redemption price of and accrued interest on all Securities (or portions thereof) to be redeemed on the redemption date for an optional redemption is deposited with the Paying Agent on or before the redemption date for an optional redemption and certain other conditions are satisfied, on and after such date interest ceases to accrue on such Securities (or such portions thereof) called for redemption.

7.Sinking Fund

The Securities are not subject to any sinking fund.

8.Subordination

The Securities are subordinated to Senior Debt of the Company.  To the extent provided in the Indenture, Senior Debt of the Company must be paid before the Securities may be paid.  The Company and each Subsidiary Guarantor agrees, and each Securityholder by accepting a Security agrees, to the subordination provisions contained

7

in the Indenture and authorizes the Trustee to give it effect and appoints the Trustee as attorney-in-fact for such purpose.

9.Repurchase of Securities at the Option of Holders upon Change of Control

Upon a Change of Control, any Holder of Securities will have the right, subject to certain conditions specified in the Indenture, to cause the Company to repurchase all or any part of the Securities of such Holder at a purchase price equal to 101% of the principal amount of the Securities to be repurchased plus accrued and unpaid interest, if any, to the date of purchase (subject to the right of Holders of record on the relevant record date to receive interest due on the relevant interest payment date) as provided in, and subject to the terms of, the Indenture.

10.Denominations; Transfer; Exchange

The Securities are in registered form without coupons in denominations of $1,000 and whole multiples of $1,000.  A Holder may transfer or exchange Securities in accordance with the Indenture.  Upon any transfer or exchange, the Registrar and the Trustee may require a Holder, among other things, to furnish appropriate endorsements or transfer documents and to pay any taxes required by law or permitted by the Indenture.  The Registrar need not register the transfer of or exchange any Securities selected for redemption (except, in the case of a Security to be redeemed in part, the portion of the Security not to be redeemed) or to transfer or exchange any Securities for a period of 15 days prior to a selection of Securities to be redeemed or 15 days before an interest payment date.

11.Persons Deemed Owners

The registered Holder of this Security may be treated as the owner of it for all purposes.

12.Unclaimed Money

If money for the payment of principal or interest remains unclaimed for two years, the Trustee or Paying Agent shall pay the money back to the Company at its written request unless an abandoned property law designates another Person.  After any such payment, Holders entitled to the money must look only to the Company and not to the Trustee for payment.

13.Discharge and Defeasance

Subject to certain conditions, the Company at any time may terminate some of or all its obligations under the Securities and the Indenture if the Company deposits with the Trustee money or U.S. Government Obligations for the payment of principal and interest on the Securities to redemption or maturity, as the case may be.

8

14.Amendment, Waiver

Subject to certain exceptions set forth in the Indenture, (i) the Indenture or the Securities may be amended without prior notice to any Securityholder but with the written consent of the Holders of at least a majority in aggregate principal amount of the outstanding Securities and (ii) any default or noncompliance with any provision may be waived with the written consent of the Holders of at least a majority in principal amount of the outstanding Securities.  Subject to certain exceptions set forth in the Indenture, without the consent of any Holder of Securities, the Company and the Trustee may amend the Indenture or the Securities to (i) cure any ambiguity, omission, defect or inconsistency; (ii) comply with Article V of the Indenture; (iii) provide for uncertificated Securities in addition to or in place of certificated Securities; provided, however, that the uncertificated Securities are issued in registered form for purposes of Section 163(f) of the Code or in a manner such that the uncertificated Securities are described in Section 163(f)(2)(B) of the Code; (iv) add additional Guarantees with respect to the Securities or to release Subsidiary Guarantors from Subsidiary Guarantees as provided by the terms of the Indenture, (v) make any change in Article X or Article XII of the Indenture that would limit or terminate the benefits available to any holder of Senior Debt (or Representatives therefor) under Article X or Article XII of the Indenture; (vi) secure the Securities; (vii) add to the covenants of the Company for the benefit of the Holders or to surrender any right or power herein conferred upon the Company; (viii) comply with any requirements of the SEC in connection with qualifying, or maintaining the qualification of, the Indenture under the TIA; (ix) make any change that does not adversely affect the rights of any Securityholder; or (x) provide for the issuance of additional Securities in accordance with the Indenture.

15.Defaults and Remedies

If an Event of Default occurs and is continuing, the Trustee or the Holders of at least 25% in aggregate principal amount of the Securities then outstanding, subject to certain limitations, may declare all the Securities to be immediately due and payable.  Certain events of bankruptcy or insolvency are Events of Default and shall result in the Securities being immediately due and payable upon the occurrence of such Events of Default without any further act of the Trustee or any Holder.

Holders of Securities may not enforce the Indenture or the Securities except as provided in the Indenture.  The Trustee may refuse to enforce the Indenture or the Securities unless it receives reasonable indemnity or security.  Subject to certain limitations, Holders of a majority in aggregate principal amount of the Securities then outstanding may direct the Trustee in its exercise of any trust or power under the Indenture.  The Holders of a majority in aggregate principal amount of the Securities then outstanding, by written notice to the Company and the Trustee, may rescind any declaration of acceleration and its consequences if the rescission would not conflict with any judgment or decree, and if all existing Events of Default have been cured or waived except nonpayment of principal or interest that has become due solely because of the acceleration.

9

16.Trustee Dealings with the Company

Subject to certain limitations imposed by the TIA,  the Trustee under the Indenture, in its individual or any other capacity, may become the owner or pledgee of Securities and may otherwise deal with and collect obligations owed to it by the Company or its Affiliates and may otherwise deal with the Company or its Affiliates with the same rights it would have if it were not Trustee.

17.No Recourse Against Others

A director, officer, manager, employee, member, partner or stockholder, as such, of the Company or any Subsidiary Guarantor shall not have any liability for any obligations of the Company under the Securities or the Indenture or for any claim based on, in respect of or by reason of such obligations or their creation.  By accepting a Security, each Securityholder waives and releases all such liability.  The waiver and release are part of the consideration for the issue of the Securities.

18.Authentication

This Security shall not be valid until an authorized signatory of the Trustee (or an authenticating agent) manually signs the certificate of authentication on the other side of this Security.

19.Abbreviations

Customary abbreviations may be used in the name of a Securityholder or an assignee, such as TEN COM (=tenants in common), TEN ENT (=tenants by the entireties), JT TEN (=joint tenants with rights of survivorship and not as tenants in common), CUST (=custodian), and U/G/M/A (=Uniform Gift to Minors Act).

20.Governing Law

THIS SECURITY SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.

21.CUSIP Numbers

Pursuant to a recommendation promulgated by the Committee on Uniform Security Identification Procedures, the Company has caused CUSIP numbers to be printed on the Securities and has directed the Trustee to use CUSIP numbers in notices of redemption as a convenience to Securityholders.  No representation is made as to the accuracy of such numbers either as printed on the Securities or as contained in any notice of redemption and reliance may be placed only on the other identification numbers placed thereon.

The Company will furnish to any Holder of Securities upon written request and without charge to the Holder a copy of the Indenture which has in it the text of this Security.

10

ASSIGNMENT FORM

To assign this Security, fill in the form below:

I or we assign and transfer this Security to

(Print or type assignee’s name, address and zip code)

(Insert assignee’s soc. sec. or tax I.D. No.)

and irrevocably appoint                      agent to transfer this Security on the books of the Company.  The agent may substitute another to act for him.

Date:	Your Signature:
Sign exactly as your name appears on the other side of this Security.

In connection with any transfer of any of the Securities evidenced by this certificate occurring prior to the expiration of the period referred to in Rule 144(k) under the Securities Act after the later of the date of original issuance of such Securities and the last date, if any, on which such Securities were owned by the Company or any Affiliate of the Company, the undersigned confirms that such Securities are being transferred in accordance with its terms:

CHECK ONE BOX BELOW

(1)	o	to the Company; or
(2)	o	pursuant to an effective registration statement under the Securities Act of 1933; or
(3)	o	inside the United States to a “qualified institutional buyer” (as defined in Rule 144A under the Securities Act of 1933) that purchases for its own account or for the account of a qualified institutional buyer to whom notice is given that such transfer is being made in reliance on Rule 144A, in each case pursuant to and in compliance with Rule 144A under the Securities Act of 1933; or
(4)	o	outside the United States in an offshore transaction within the meaning of Regulation S under the Securities Act in compliance with Rule 904 under the Securities Act of 1933; or

11

(5) o pursuant to the exemption from registration provided by Rule 144 under the Securities Act of 1933.

Unless one of the boxes is checked, the Trustee will refuse to register any of the Securities evidenced by this certificate in the name of any person other than the registered holder thereof; provided, however, that if box (5) is checked, the Trustee may require, prior to registering any such transfer of the Securities, such legal opinions, certifications and other information as the Company has reasonably requested to confirm that such transfer is being made pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act of 1933.

	Your Signature
Signature Guarantee:
Date:
Signature must be guaranteed by a participant in a recognized signature guaranty medallion program or other signature guarantor acceptable to the Trustee

TO BE COMPLETED BY PURCHASER IF (3) ABOVE IS CHECKED.

The undersigned represents and warrants that it is purchasing this Security for its own account or an account with respect to which it exercises sole investment discretion and that it and any such account is a “qualified institutional buyer” within the meaning of Rule 144A under the Securities Act of 1933, and is aware that the sale to it is being made in reliance on Rule 144A and acknowledges that it has received such information regarding the Company as the undersigned has requested pursuant to Rule 144A or has determined not to request such information and that it is aware that the transferor is relying upon the undersigned’s foregoing representations in order to claim the exemption from registration provided by Rule 144A.

Dated:
	NOTICE: To be executed by
	an executive officer

12

[TO BE ATTACHED TO GLOBAL SECURITIES]

SCHEDULE OF INCREASES OR DECREASES IN GLOBAL SECURITY

The initial principal amount of this Global Security is $[                   ].  The following increases or decreases in this Global Security have been made:

Date of
Exchange Amount of decrease in
Principal Amount of
this Global Security Amount of increase in
Principal Amount of
this Global Security Principal amount of this
Global Security
following such decrease
or increase Signature of authorized
signatory of Trustee or
Securities Custodian

13

OPTION OF HOLDER TO ELECT PURCHASE

If you want to elect to have this Security purchased by the Company pursuant to Section 4.06 (Asset Sale) or 4.12 (Change of Control) of the Indenture, check the box:  o

If you want to elect to have only part of this Security purchased by the Company pursuant to Section 4.06 or 4.12 of the Indenture, state the amount:

$

Date:		Your Signature:
(Sign exactly as your name appears on the other side of the Security)
Signature Guarantee:
	Signature must be guaranteed by a participant in a recognized
	signature guaranty medallion program or other signature
	guarantor acceptable to the Trustee.

14

EXHIBIT A

FORM OF FACE OF SECURITY

No. [up to]** $                        

10 3/4% Senior Subordinated Note due 2014

CUSIP No.         

Oiler Acquisition Corp., a Delaware corporation, promises to pay to [Cede & Co.]**, or registered assigns, the principal sum [of                    Dollars]* [as set forth on the Schedule of Increases or Decreases annexed hereto]** on August 15, 2014.

Interest Payment Dates: February 15 and August 15.

Record Dates: February 1 and August 1.

*  Insert for Definitive Securities

**Insert for Global Securities

Additional provisions of this Security are set forth on the other side of this Security.

IN WITNESS WHEREOF, the parties have caused this instrument to be duly executed.

OILER ACQUISITION CORP.,
	by
		Name:
		Title:
	By
		Name:
		Title:

TRUSTEE’S CERTIFICATE OF AUTHENTICATION
Dated:
LASALLE BANK NATIONAL ASSOCIATION,
as Trustee, certifies that this is one of the Securities referred to in the Indenture.
by:
	Authorized Signatory

*/ If the Security is to be issued in global form, add the Global Securities Legend from Exhibit 1 to Appendix A and the attachment from such Exhibit 1 captioned “TO BE ATTACHED TO GLOBAL SECURITIES - SCHEDULE OF INCREASES OR DECREASES IN GLOBAL SECURITY”.

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FORM OF REVERSE SIDE OF SECURITY

10 3/4% Senior Subordinated Note due 2014

1.Interest.

Oiler Acquisition Corp., a Delaware corporation (such corporation, and its successors and assigns under the Indenture hereinafter referred to, being herein called the “Company”), promises to pay interest on the principal amount of this Security at the rate per annum shown above.  The Company will pay interest semiannually on February 15 and August 15 of each year, commencing February 15, 2005.  Interest on the Securities will accrue from the most recent date to which interest has been paid or, if no interest has been paid, from August 20, 2004.  Interest shall be computed on the basis of a 360-day year of twelve 30-day months.  The Company shall pay interest on overdue principal at the rate borne by the Securities plus 1.0% per annum, and it shall pay interest on overdue installments of interest at the rate borne by the Securities to the extent lawful.

2.Method of Payment

The Company will pay interest on the Securities (except defaulted interest) to the Persons who are registered holders of Securities at the close of business on the February 1 or August 1 next preceding the interest payment date even if Securities are canceled after the record date and on or before the interest payment date.  Holders must surrender Securities to a Paying Agent to collect principal payments.  The Company will pay principal and interest in money of the United States of America that at the time of payment is legal tender for payment of public and private debts.  Payments in respect of the Securities represented by a Global Security (including principal, premium and interest) will be made by wire transfer of immediately available funds to the accounts specified by The Depository Trust Company.  The Company will make all payments in respect of a Definitive Security (including principal, premium and interest), by mailing a check to the registered address of each Holder thereof; provided, however, that payments on the Securities will be made by wire transfer to a U.S. dollar account maintained by the payee with a bank in the United States if such Holder elects payment by wire transfer by giving written notice to the Trustee or the Paying Agent to such effect designating such account no later than 30 days immediately preceding the relevant due date for payment (or such other date as the Trustee may accept in its discretion).

3.Paying Agent and Registrar

Initially, LaSalle Bank National Association, a national banking association (the “Trustee”), will act as Paying Agent and Registrar.  The Company may appoint and change any Paying Agent or Registrar without notice.  The Company or any of its domestically incorporated Wholly Owned Subsidiaries may act as Paying Agent or Registrar.

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4.Indenture

The Company issued the Securities under an Indenture dated as of August 20, 2004 (the “Indenture”), between the Company and the Trustee.  The terms of the Securities include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. §§ 77aaa-77bbbb) as in effect on the date of the Indenture (the “TIA”).  Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture.  The Securities are subject to all such terms, and Securityholders are referred to the Indenture and the TIA for a statement of those terms.

The Securities are senior subordinated unsecured obligations of the Company.  This Security is one of the Exchange Securities referred to in the Indenture issued in exchange for Initial Securities.  The Securities include the Exchange Securities, the Offered Securities in the aggregate principal amount of $275,000,000 and an unlimited amount of additional Initial Securities.  The Exchange Securities, the Offered Securities and such additional Initial Securities are treated as a single class of securities under the Indenture.  The Indenture imposes certain limitations on the ability of the Company and its Restricted Subsidiaries to, among other things, make certain Investments and other Restricted Payments, pay dividends and other distributions, incur Debt, enter into consensual restrictions upon the payment of certain dividends and distributions by such Restricted Subsidiaries, issue or sell shares of capital stock of such Restricted Subsidiaries, enter into or permit certain transactions with Affiliates, and make Asset Sales.  The Indenture also imposes limitations on the ability of the Company to consolidate or merge with or into any other Person or sell, transfer, assign, lease, convey or otherwise dispose of all or substantially all of the Property of the Company.

5.Optional Redemption

Except as set forth below, the Securities may not be redeemed at the option of the Company prior to August 15, 2009.  On and after that date, the Company may redeem all or any portion of the Securities at once or over time, after giving the required notice under the Indenture.  The Securities may be redeemed at the redemption prices set forth below, plus accrued and unpaid interest, if any, to the redemption date (subject to the right of Holders of record on the relevant record date to receive interest due on the relevant interest payment date).  The following prices are for Securities redeemed during the 12-month period commencing on August 15 of the years set forth below, and are expressed as percentages of principal amount:

Period	Redemption Price
2009	105.375	%
2010	103.583	%
2011	101.792	%
2012 and thereafter	100.000	%

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Notwithstanding the foregoing, at any time and from time to time, prior to August 15, 2007, the Company may redeem up to a maximum of 35% of the original aggregate principal amount of the Securities (which includes any additional Securities) with the proceeds from one or more Qualified Equity Offerings (provided that, if the Qualified Equity Offering is an offering by Parent, a portion of the net cash proceeds thereof equal to the amount required to redeem any such Securities is contributed to the equity capital of the Company or used to acquire Capital Stock of the Company (other than Disqualified Stock) from the Company), at a redemption price equal to 110.75% of the principal amount thereof, plus accrued and unpaid interest thereon, if any, to the redemption date (subject to the right of Holders of record on the relevant record date to receive interest due on the relevant interest payment date); provided, however, that after giving effect to any such redemption, at least 65% of the original aggregate principal amount of the Securities remains outstanding.  Any such redemption shall be made within 90 days of such Qualified Equity Offering.

The Company may choose to redeem all or any portion of the Securities, at once or over time, prior to August 15, 2009.  If it does so, it may redeem the Securities, after giving the required notice under the Indenture.  To redeem the Securities, the Company must pay a redemption price equal to the sum of:

(a)  100% of the principal amount of the Securities to be redeemed, plus

(b)  the Applicable Premium,

plus accrued and unpaid interest, if any, to the redemption date (subject to the right of Holders of record on the relevant record date to receive interest due on the relevant interest payment date).

“Applicable Premium” means, with respect to any Security at any time, the greater of (1) 1.0% of the principal amount of such Security at such time and (2) the excess of (A) the present value at such time of (i) the redemption price of such Security at August 15, 2009 (such redemption price being described in the table appearing in the first paragraph of this paragraph (5) exclusive of any accrued interest) plus (ii) any required interest payments due on such Security through August 15, 2009 (including any accrued and unpaid interest), computed using a discount rate equal to the Treasury Rate plus 50 basis points, over (B) the principal amount of such Security.

“Comparable Treasury Issue” means the United States Treasury security selected by an Independent Investment Banker as having a maturity comparable to the remaining term of the Securities that would be utilized, at the time of selection and in accordance with customary financial practice, in pricing new issues of corporate debt securities of comparable maturity to the remaining term of such Securities.  “Independent Investment Banker” means one of the Reference Treasury Dealers appointed by the Trustee after consultation with the Company.

“Comparable Treasury Price” means, with respect to any redemption date:

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(a) the average of the bid and asked prices for the Comparable Treasury Issue (expressed in each case as a percentage of its principal amount) on the third business day preceding such redemption date, as set forth in the most recently published statistical release designated “H.15(519)” (or any successor release) published by the Board of Governors of the Federal Reserve System and which establishes yields on actively traded United States treasury securities adjusted to constant maturity under the caption “Treasury Constant Maturities” or

(b) if such release (or any successor release) is not published or does not contain such prices on such business day, the average of the Reference Treasury Dealer Quotations for such redemption date.

“Reference Treasury Dealer” means Citigroup Global Markets Inc., JPMorgan Securities Inc., Wachovia Capital Markets, LLC and Deutsche Bank Securities Inc. and their respective successors; provided, however, that if any of the foregoing shall cease to be a primary U.S. Government securities dealer in New York City (a “Primary Treasury Dealer”), the Company shall substitute therefor another Primary Treasury Dealer.

“Reference Treasury Dealer Quotations” means, with respect to each Reference Treasury Dealer and any redemption date, the average, as determined by the Trustee, of the bid and asked prices for the Comparable Treasury Issue (expressed in each case as a percentage of its principal amount) quoted in writing to the Trustee by such Reference Treasury Dealer at 5:00 p.m. on the third business day preceding such redemption date.

“Treasury Rate” means, with respect to any redemption date, the rate per annum equal to the yield to maturity of the Comparable Treasury Issue, compounded semi-annually, assuming a price for such Comparable Treasury Issue (expressed as a percentage of its principal amount) equal to the Comparable Treasury Price for such redemption date.

6.Notice of Optional Redemption

Notice of optional redemption will be mailed by first-class mail at least 30 days but not more than 60 days before the redemption date for an optional redemption to each Holder of Securities to be redeemed at his or her registered address.  Any notice to holders of Securities of such a redemption needs to include the appropriate calculation of the redemption price, but does not need to include the redemption price itself.  The actual redemption price, calculated as described above, must be set forth in an Officers’ Certificate delivered to the Trustee no later than two business days prior to the redemption date.  Securities in denominations larger than $1,000 may be redeemed in part but only in whole multiples of $1,000.  If money sufficient to pay the optional redemption price of and accrued interest on all Securities (or portions thereof) to be redeemed on the redemption date for an optional redemption is deposited with the Paying Agent on or before the redemption date for an optional redemption and certain other

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conditions are satisfied, on and after such date interest ceases to accrue on such Securities (or such portions thereof) called for redemption.

7.Sinking Fund

The Securities are not subject to any sinking fund.

8.Subordination

The Securities are subordinated to Senior Debt of the Company.  To the extent provided in the Indenture, Senior Debt of the Company must be paid before the Securities may be paid.  The Company and each Subsidiary Guarantor agree, and each Securityholder by accepting a Security agrees, to the subordination provisions contained in the Indenture and authorizes the Trustee to give it effect and appoints the Trustee as attorney-in-fact for such purpose.

9.Repurchase of Securities at the Option of Holders upon Change of Control

Upon a Change of Control, any Holder of Securities will have the right, subject to certain conditions specified in the Indenture, to cause the Company to repurchase all or any part of the Securities of such Holder at a purchase price equal to 101% of the principal amount of the Securities to be repurchased plus accrued and unpaid interest, if any, to the date of purchase (subject to the right of Holders of record on the relevant record date to receive interest due on the relevant interest payment date) as provided in, and subject to the terms of, the Indenture.

10.Denominations; Transfer; Exchange

The Securities are in registered form without coupons in denominations of $1,000 and whole multiples of $1,000.  A Holder may transfer or exchange Securities in accordance with the Indenture.  Upon any transfer or exchange, the Registrar and the Trustee may require a Holder, among other things, to furnish appropriate endorsements or transfer documents and to pay any taxes required by law or permitted by the Indenture.  The Registrar need not register the transfer of or exchange any Securities selected for redemption (except, in the case of a Security to be redeemed in part, the portion of the Security not to be redeemed) or to transfer or exchange any Securities for a period of 15 days prior to a selection of Securities to be redeemed or 15 days before an interest payment date.

11.Persons Deemed Owners

The registered Holder of this Security may be treated as the owner of it for all purposes.

12.Unclaimed Money

If money for the payment of principal or interest remains unclaimed for two years, the Trustee or Paying Agent shall pay the money back to the Company at its

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written request unless an abandoned property law designates another Person.  After any such payment, Holders entitled to the money must look only to the Company and not to the Trustee for payment.

13.Discharge and Defeasance

Subject to certain conditions, the Company at any time may terminate some of or all its obligations under the Securities and the Indenture if the Company deposits with the Trustee money or U.S. Government Obligations for the payment of principal and interest on the Securities to redemption or maturity, as the case may be.

14.Amendment, Waiver

Subject to certain exceptions set forth in the Indenture, (i) the Indenture or the Securities may be amended without prior notice to any Securityholder but with the written consent of the Holders of at least a majority in aggregate principal amount of the outstanding Securities and (ii) any default or noncompliance with any provision may be waived with the written consent of the Holders of at least a majority in principal amount of the outstanding Securities.  Subject to certain exceptions set forth in the Indenture, without the consent of any Holder of Securities, the Company and the Trustee may amend the Indenture or the Securities to (i) cure any ambiguity, omission, defect or inconsistency; (ii) comply with Article V of the Indenture; (iii) provide for uncertificated Securities in addition to or in place of certificated Securities; provided, however, that the uncertificated Securities are issued in registered form for purposes of Section 163(f) of the Code or in a manner such that the uncertificated Securities are described in Section 163(f)(2)(B) of the Code; (iv) add additional Guarantees with respect to the Securities or to release Subsidiary Guarantors from Subsidiary Guarantees as provided by the terms of the Indenture, (v) make any change in Article X or Article XII of the Indenture that would limit or terminate the benefits available to any holder of Senior Debt (or Representatives therefor) under Article X or Article XII of the Indenture; (vi) secure the Securities; (vii) add to the covenants of the Company for the benefit of the Holders or to surrender any right or power herein conferred upon the Company; (viii) comply with any requirements of the SEC in connection with qualifying, or maintaining the qualification of, the Indenture under the TIA; (ix) make any change that does not adversely affect the rights of any Securityholder; or (x) provide for the issuance of additional Securities in accordance with the Indenture.

15.Defaults and Remedies

If an Event of Default occurs and is continuing, the Trustee or the Holders of at least 25% in aggregate principal amount of the Securities then outstanding, subject to certain limitations, may declare all the Securities to be immediately due and payable.  Certain events of bankruptcy or insolvency are Events of Default and shall result in the Securities being immediately due and payable upon the occurrence of such Events of Default without any further act of the Trustee or any Holder.

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Holders of Securities may not enforce the Indenture or the Securities except as provided in the Indenture.  The Trustee may refuse to enforce the Indenture or the Securities unless it receives reasonable indemnity or security.  Subject to certain limitations, Holders of a majority in aggregate principal amount of the Securities then outstanding may direct the Trustee in its exercise of any trust or power under the Indenture.  The Holders of a majority in aggregate principal amount of the Securities then outstanding, by written notice to the Company and the Trustee, may rescind any declaration of acceleration and its consequences if the rescission would not conflict with any judgment or decree, and if all existing Events of Default have been cured or waived except nonpayment of principal or interest that has become due solely because of the acceleration.

16.Trustee Dealings with the Company

Subject to certain limitations imposed by the TIA,  the Trustee under the Indenture, in its individual or any other capacity, may become the owner or pledgee of Securities and may otherwise deal with and collect obligations owed to it by the Company or its Affiliates and may otherwise deal with the Company or its Affiliates with the same rights it would have if it were not Trustee.

17.No Recourse Against Others

A director, officer, manager, employee, member, partner or stockholder, as such, of the Company or any Subsidiary Guarantor shall not have any liability for any obligations of the Company under the Securities or the Indenture or for any claim based on, in respect of or by reason of such obligations or their creation.  By accepting a Security, each Securityholder waives and releases all such liability.  The waiver and release are part of the consideration for the issue of the Securities.

18.Authentication

This Security shall not be valid until an authorized signatory of the Trustee (or an authenticating agent) manually signs the certificate of authentication on the other side of this Security.

19.Abbreviations

Customary abbreviations may be used in the name of a Securityholder or an assignee, such as TEN COM (=tenants in common), TEN ENT (=tenants by the entireties), JT TEN (=joint tenants with rights of survivorship and not as tenants in common), CUST (=custodian), and U/G/M/A (=Uniform Gift to Minors Act).

20.Governing Law

THIS SECURITY SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.

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21.CUSIP Numbers

Pursuant to a recommendation promulgated by the Committee on Uniform Security Identification Procedures, the Company has caused CUSIP numbers to be printed on the Securities and has directed the Trustee to use CUSIP numbers in notices of redemption as a convenience to Securityholders.  No representation is made as to the accuracy of such numbers either as printed on the Securities or as contained in any notice of redemption and reliance may be placed only on the other identification numbers placed thereon.

The Company will furnish to any Holder of Securities upon written request and without charge to the Holder a copy of the Indenture which has in it the text of this Security.

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ASSIGNMENT FORM

To assign this Security, fill in the form below:

I or we assign and transfer this Security to

(Print or type assignee’s name, address and zip code)

(Insert assignee’s soc. sec. or tax I.D. No.)

and irrevocably appoint                                 agent to transfer this Security on the books of the Company.  The agent may substitute another to act for him.

Date: Your Signature:

Sign exactly as your name appears on the other side of this Security.  Signature must be guaranteed by a participant in a recognized signature guaranty medallion program or other signature guarantor acceptable to the Trustee.

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OPTION OF HOLDER TO ELECT PURCHASE

If you want to elect to have this Security purchased by the Company pursuant to Section 4.06 (Asset Sale) or 4.12 (Change of Control) of the Indenture, check the box:  o

If you want to elect to have only part of this Security purchased by the Company pursuant to Section 4.06 or 4.12 of the Indenture, state the amount:

$

Date:		Your Signature:
(Sign exactly as your name appears on the other side of the Security)
Signature Guarantee:
	Signature must be guaranteed by a participant in a recognized signature guaranty medallion program or other signature guarantor acceptable to the Trustee.

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EXHIBIT A

THIS FIRST SUPPLEMENTAL INDENTURE, dated as of August 20, 2004 (this “First Supplemental Indenture”), is by and among US Oncology, Inc., a Delaware corporation (“US Oncology”), each of the parties identified as a Subsidiary Guarantor on the signature pages hereto (each, a “Subsidiary Guarantor” and collectively, the “Subsidiary Guarantors”) and LaSalle Bank National Association, a national banking association, as trustee (the “Trustee”).

W I T N E S S E T H

WHEREAS, Oiler Acquisition Corp. (the “Company”) and the Trustee are parties to an indenture dated as of August 20, 2004 (the “Indenture”), providing for the issuance of the Company’s 10 3/4% Senior Subordinated Notes due 2014 (the “Securities”);

WHEREAS, the Company has merged with and into US Oncology (the “Merger”);

WHEREAS, pursuant to Section 5.01 of the Indenture, US Oncology is assuming, by and under this First Supplemental Indenture, the Company’s obligations for the due and punctual payment of the principal of, premium, if any, and interest on all the Securities and the performance and observance of each covenant of the Indenture on the part of the Company to be performed or observed;

WHEREAS, pursuant to Section 11.06 of the Indenture, each Subsidiary Guarantor is unconditionally and irrevocably guaranteeing US Oncology’s obligations with respect to the Securities on the terms set forth in the Indenture; and

WHEREAS, pursuant to Section 9.01 of the Indenture, the Trustee is authorized to execute and deliver this First Supplemental Indenture.

NOW, THEREFORE, for and in consideration of the foregoing premises, it is mutually covenanted and agreed, for the equal and proportionate benefit of all Holders of the Securities, as follows:

1.Capitalized Terms.  Capitalized terms used herein without definition shall have the meanings assigned to them in the Indenture.

2.Assumption by US Oncology.  US Oncology hereby assumes the Company’s obligations for the due and punctual payment of the principal of, premium, if any, and interest on all outstanding Securities issued pursuant to the Indenture and the performance and observance of each other obligation and covenant set forth in the Indenture to be performed or observed on the part of the Company.  US Oncology is hereby substituted for, and may exercise every right and power of, the Company under

the Indenture with the same effect as if US Oncology had been named as the Company in the Indenture.

3.Notation on Securities.  Securities authenticated and delivered after the date hereof may bear the following notation, which may be stamped or imprinted thereon:

“In connection with the merger of Oiler Acquisition Corp. (the “Company”) with and into US Oncology, Inc. (“US Oncology”) and pursuant to the First Supplemental Indenture dated as of August 20, 2004, US Oncology has assumed the Company’s obligations for the due and punctual payment of the principal of, premium, if any, and interest on this Security and the performance of each other obligation and covenant set forth in the Indenture to be performed or observed on the part of the Company.”

4.Agreements to Become Guarantors.  Each of the Subsidiary Guarantors hereby unconditionally and irrevocably guarantees US Oncology’s obligations under the Securities and the Indenture on the terms and subject to the conditions set forth in Article XI of the Indentureand agree to be bound by all other provisions of the Indenture and the Securities applicable to a Subsidiary Guarantor therein.

5.Ratification of Indenture; First Supplemental Indenture Part of Indenture.  Except as expressly amended hereby, the Indenture is in all respects ratified and confirmed and all the terms, conditions and provisions thereof shall remain in full force and effect.  This First Supplemental Indenture shall form a part of the Indenture for all purposes, and every Holder of Securities heretofore or hereafter authenticated and delivered shall be bound hereby.

6.Notices.  For purposes of Section 13.02 of the Indenture, the address for notices to US Oncology and each of the Subsidiary Guarantors shall be:

c/o US Oncology, Inc.
16825 Northchase Drive
Suite 1300
Houston, Texas 77060
Attention:  Chief Financial Officer

7.Governing Law.  This First Supplemental Indenture shall be governed by, and construed in accordance with, the laws of the State of New York.

8.Counterparts.  The parties may sign any number of copies of this First Supplemental Indenture.  Each signed copy shall be an original, but all of them together shall represent the same agreement.

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9.Effect of Headings.  The section headings herein are for convenience only and shall not affect the construction hereof.

10.The Trustee.  The Trustee shall not be responsible in any manner whatsoever for or in respect of the validity or sufficiency of this First Supplemental Indenture or for or in respect of the recitals contained herein, all of which recitals are made solely by US Oncology and the Subsidiary Guarantors.

IN WITNESS WHEREOF, the parties hereto have caused this First Supplemental Indenture to be duly executed, all as of the date first above written.

US ONCOLOGY, INC.
By:
Name:	[                               ]
Title:	[                               ]
ALABAMA PHARMACEUTICAL SERVICES, LLC, as a Subsidiary Guarantor
By:
Name:	[                               ]
Title:	[                               ]
AOR HOLDING COMPANY OF INDIANA, INC., as a Subsidiary Guarantor
By:
Name:	[                               ]
Title:	[                               ]

3

AOR MANAGEMENT COMPANY OF ARIZONA, INC., as a Subsidiary Guarantor
By:
Name:	[                               ]
Title:	[                               ]
AOR MANAGEMENT COMPANY OF INDIANA, INC., as a Subsidiary Guarantor
By:
Name:	[                               ]
Title:	[                               ]
AOR MANAGEMENT COMPANY OF MISSOURI, INC., as a Subsidiary Guarantor
By:
Name:	[                               ]
Title:	[                               ]
AOR MANAGEMENT COMPANY OF OKLAHOMA, INC., as a Subsidiary Guarantor
By:
Name:	[                               ]
Title:	[                               ]

4

AOR MANAGEMENT COMPANY OF PENNSYLVANIA, INC., as a Subsidiary Guarantor
By:
Name:	[                               ]
Title:	[                               ]
AOR MANAGEMENT COMPANY OF TEXAS, INC., as a Subsidiary Guarantor
By:
Name:	[                               ]
Title:	[                               ]
AOR MANAGEMENT COMPANY OF VIRGINIA, INC., as a Subsidiary Guarantor
By:
Name:	[                               ]
Title:	[                               ]
AOR OF INDIANA MANAGEMENT PARTNERSHIP, as a Subsidiary Guarantor
By:
Name:	[                               ]
Title:	[                               ]

5

AOR OF TEXAS MANAGEMENT LIMITED PARTNERSHIP, as a Subsidiary Guarantor
By:
Name:	[                               ]
Title:	[                               ]
AOR REAL ESTATE, INC., as a Subsidiary Guarantor
By:
Name:	[                               ]
Title:	[                               ]
AOR SYNTHETIC REAL ESTATE, INC., as a Subsidiary Guarantor
By:
Name:	[                               ]
Title:	[                               ]
AORT HOLDING COMPANY, INC., as a Subsidiary Guarantor
By:
Name:	[                               ]
Title:	[                               ]

6

CALIFORNIA PHARMACEUTICAL SERVICES, LLC, as a Subsidiary Guarantor
By:
Name:	[                               ]
Title:	[                               ]
FLORIDA PHARMACEUTICAL SERVICES, LLC, as a Subsidiary Guarantor
By:
Name:	[                               ]
Title:	[                               ]
GREENVILLE RADIATION CARE, INC., as a Subsidiary Guarantor
By:
	Name:  [                               ]
	Title:    [                               ]
IOWA PHARMACEUTICAL SERVICES, LLC, as a Subsidiary Guarantor
By:
	Name:  [                               ]
	Title:    [                               ]

7

MICHIGAN PHARMACEUTICAL SERVICES, LLC, as a Subsidiary Guarantor
By:
Name:	[                               ]
Title:	[                               ]
NEBRASKA PHARMACEUTICAL SERVICES, LLC, as a Subsidiary Guarantor
By:
Name:	[                               ]
Title:	[                               ]
NEW MEXICO PHARMACEUTICAL SERVICES, LLC, as a Subsidiary Guarantor
By:
Name:	[                               ]
Title:	[                               ]
NORTH CAROLINA PHARMACEUTICAL SERVICES, LLC, as a Subsidiary Guarantor
By:
Name:	[                               ]
Title:	[                               ]

8

PENNSYLVANIA PHARMACEUTICAL SERVICES, LLC, as a Subsidiary Guarantor
By:
Name:	[                               ]
Title:	[                               ]
PHYSICIAN RELIANCE HOLDINGS, LLC, as a Subsidiary Guarantor
By:
Name:	[                               ]
Title:	[                               ]
PHYSICIAN RELIANCE NETWORK, INC., as a Subsidiary Guarantor
By:
Name:	[                               ]
Title:	[                               ]
PHYSICIAN RELIANCE, L.P., as a Subsidiary Guarantor
By:
Name:	[                               ]
Title:	[                               ]

9

PRN PHYSICIAN RELIANCE, LLC, as a Subsidiary Guarantor
By:
Name:	[                               ]
Title:	[                               ]
RMCC CANCER CENTER, INC., as a Subsidiary Guarantor
By:
Name:	[                               ]
Title:	[                               ]
SELECTPLUS ONCOLOGY, LLC, as a Subsidiary Guarantor
By:
Name:	[                               ]
Title:	[                               ]
ST. LOUIS PHARMACEUTICAL SERVICES, LLC, as a Subsidiary Guarantor
By:
Name:	[                               ]
Title:	[                               ]

10

TEXAS PHARMACEUTICAL SERVICES, LLC, as a Subsidiary Guarantor
By:
Name:	[                               ]
Title:	[                               ]
TOPS PHARMACY SERVICES, INC., as a Subsidiary Guarantor
By:
Name:	[                               ]
Title:	[                               ]
US ONCOLOGY CORPORATE, INC., as a Subsidiary Guarantor
By:
Name:	[                               ]
Title:	[                               ]
US ONCOLOGY PHARMACEUTICAL SERVICES, LLC, as a Subsidiary Guarantor
By:
Name:	[                               ]
Title:	[                               ]

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US ONCOLOGY RESEARCH, INC., as a Subsidiary Guarantor
By:
Name:	[                               ]
Title:	[                               ]
WASHINGTON PHARMACEUTICAL SERVICES, LLC, as a Subsidiary Guarantor
By:
Name:	[                               ]
Title:	[                               ]

12

LASALLE BANK NATIONAL ASSOCIATION, as Trustee
By:
Name:	[                               ]
Title:	[                               ]

13

EXHIBIT C

FORM OF SUPPLEMENTAL INDENTURE

SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”) dated as of                      , among [GUARANTOR] (the “New Subsidiary Guarantor”), a subsidiary of OILER ACQUISITION CORP. (or its successor), a Delaware corporation (the “Company”), [, on behalf of itself and the Subsidiary Guarantors (the “Existing Subsidiary Guarantors”) under the indenture referred to below,] and LASALLE BANK NATIONAL ASSOCIATION, a national banking association, as trustee under the indenture referred to below (the “Trustee”).

W I T N E S S E T H :

WHEREAS the Company has heretofore executed and delivered to the Trustee an Indenture (the “Indenture”) dated as of August 20, 2004, providing for the issuance of an aggregate principal amount of an unlimited amount of 10 3/4% Senior Subordinated Notes due 2014 (the “Securities”);

WHEREAS Section 4.13 of the Indenture provides that under certain circumstances the Company is required to cause the New Subsidiary Guarantor to execute and deliver to the Trustee a supplemental indenture pursuant to which the New Subsidiary Guarantor shall unconditionally guarantee all the Company’s obligations under the Securities pursuant to a Subsidiary Guaranty on the terms and conditions set forth herein; and

WHEREAS pursuant to Section 9.01 of the Indenture, the Trustee, the Company and the Existing Subsidiary Guarantors are authorized to execute and deliver this Supplemental Indenture;

NOW THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt of which is hereby acknowledged, the New Subsidiary Guarantor, the Company, the Existing Subsidiary Guarantors and the Trustee mutually covenant and agree for the equal and ratable benefit of the holders of the Securities as follows:

1.  Agreement to Guarantee.  The New Subsidiary Guarantor hereby agrees, jointly and severally with all other  Subsidiary Guarantors, to unconditionally guarantee the Company’s obligations under the Securities on the terms and subject to the conditions set forth in Article XI of the Indenture and to be bound by all other applicable provisions of the Indenture.

2.  Ratification of Indenture; Supplemental Indentures Part of Indenture.  Except as expressly amended hereby, the Indenture is in all respects ratified and confirmed and all the terms, conditions and provisions thereof shall remain in full force and effect.  This Supplemental Indenture shall form a part of the Indenture for all

purposes, and every holder of Securities heretofore or hereafter authenticated and delivered shall be bound hereby.

3.  Governing Law.  THIS SUPPLEMENTAL INDENTURE SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.

4.  Trustee Makes No Representation.  The Trustee makes no representation as to the validity or sufficiency of this Supplemental Indenture.

5.  Counterparts.  The parties may sign any number of copies of this Supplemental Indenture.  Each signed copy shall be an original, but all of them together represent the same agreement.

6.  Effect of Headings.  The Section headings herein are for convenience only and shall not effect the construction thereof.

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IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture to be duly executed as of the date first above written.

[NEW SUBSIDIARY GUARANTOR],
	by
		Name:
		Title:
OILER ACQUISITION CORP., [on behalf of itself and the existing subsidiary guarantors,]
	by
		Name:
		Title:
[EXISTING SUBSIDIARY GUARANTORS],
	by
		Name:
		Title:
LASALLE BANK NATIONAL ASSOCIATION, as trustee,
	by
		Name:
		Title:

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EX-4.9

Exhibit 4.9

THIS FIRST SUPPLEMENTAL INDENTURE, dated as of August 20, 2004 (this “First Supplemental Indenture”), is by and among US Oncology, Inc., a Delaware corporation (“US Oncology”), each of the parties identified as a Subsidiary Guarantor on the signature pages hereto (each, a “Subsidiary Guarantor” and collectively, the “Subsidiary Guarantors”) and LaSalle Bank National Association, a national banking association, as trustee (the “Trustee”).

WITNESSETH

WHEREAS, Oiler Acquisition Corp. (the “Company”) and the Trustee are parties to an indenture dated as of August 20, 2004 (the “Indenture”), providing for the issuance of the Company’s 10³/₄% Senior Subordinated Notes due 2014 (the “Securities”);

WHEREAS, the Company has merged with and into US Oncology (the “Merger”);

WHEREAS, pursuant to Section 5.01 of the Indenture, US Oncology is assuming, by and under this First Supplemental Indenture, the Company’s obligations for the due and punctual payment of the principal of, premium, if any, and interest on all the Securities and the performance and observance of each covenant of the Indenture on the part of the Company to be performed or observed;

WHEREAS, pursuant to Section 11.06 of the Indenture, each Subsidiary Guarantor is unconditionally and irrevocably guaranteeing US Oncology’s obligations with respect to the Securities on the terms set forth in the Indenture; and

WHEREAS, pursuant to Section 9.01 of the Indenture, the Trustee is authorized to execute and deliver this First Supplemental Indenture.

NOW, THEREFORE, for and in consideration of the foregoing premises, it is mutually covenanted and agreed, for the equal and proportionate benefit of all Holders of the Securities, as follows:

1.Capitalized Terms. Capitalized terms used herein without definition shall have the meanings assigned to them in the Indenture.

2.Assumption by US Oncology. US Oncology hereby assumes the Company’s obligations for the due and punctual payment of the principal of, premium, if any, and interest on all outstanding Securities issued pursuant to the Indenture and the performance and observance of each other obligation and covenant set forth in the Indenture to be performed or observed on the part of the Company. US Oncology is hereby substituted for, and may exercise every right and power of, the Company under the Indenture with the same effect as if US Oncology had been named as the Company in the Indenture.

3.Notation on Securities. Securities authenticated and delivered after the date hereof may bear the following notation, which may be stamped or imprinted thereon:

“In connection with the merger of Oiler Acquisition Corp. (the “Company”) with and into US Oncology, Inc. (“US Oncology”) and pursuant to the First Supplemental Indenture dated as of August 20, 2004, US Oncology has assumed the Company’s obligations for the due and punctual payment of the principal of, premium, if any, and interest on this Security and the performance of each other obligation and covenant set forth in the Indenture to be performed or observed on the part of the Company.”

4.Agreements to Become Guarantors. Each of the Subsidiary Guarantors hereby unconditionally and irrevocably guarantees US Oncology’s obligations under the Securities and the Indenture on the terms and subject to the conditions set forth in Article XI of the Indenture and agree to be bound by all other provisions of the Indenture and the Securities applicable to a Subsidiary Guarantor therein.

5.Ratification of Indenture: First Supplemental Indenture Part of Indenture. Except as expressly amended hereby, the Indenture is in all respects ratified and confirmed and all the terms, conditions and provisions thereof shall remain in full force and effect. This First Supplemental Indenture shall form a part of the Indenture for all purposes, and every Holder of Securities heretofore or hereafter authenticated and delivered shall be bound hereby.

6.Notices. For purposes of Section 13.02 of the Indenture, the address for notices to US Oncology and each of the Subsidiary Guarantors shall be:

c/o US Oncology, Inc.
16825 Northchase Drive
Suite 1300
Houston, Texas 77060
Attention: General Counsel

7.Governing Law. This First Supplemental Indenture shall be governed by, and construed in accordance with, the laws of the State of New York.

8.Counterparts. The parties may sign any number of copies of this First Supplemental Indenture. Each signed copy shall be an original, but all of them together shall represent the same agreement.

9.Effect of Headings. The section headings herein are for convenience only and shall not affect the construction hereof.

10.The Trustee. The Trustee shall not be responsible in any manner whatsoever for or in respect of the validity or sufficiency of this First Supplemental Indenture or for or in respect of the recitals contained herein, all of which recitals are made solely by US Oncology and the Subsidiary Guarantors.

IN WITNESS WHEREOF, the parties hereto have caused this First Supplemental Indenture to be duly executed, all as of the date first above written.

US ONCOLOGY, INC.
By:	/s/ Bruce Broussard
Name:	Bruce Broussard
Title:	Chief Financial Officer
ALABAMA PHARMACEUTICAL SERVICES, LLC, as a Subsidiary Guarantor
By:	/s/ Bruce Broussard
Name:	Bruce Broussard
Title:	Manager
AOR HOLDING COMPANY OF INDIANA, INC., as a Subsidiary Guarantor
By:	/s/ Bruce Broussard
Name:	Bruce Broussard
Title:	Vice President

AOR MANAGEMENT COMPANY OF ARIZONA, INC., as a Subsidiary Guarantor
By:	/s/ Bruce Broussard
Name:	Bruce Broussard
Title:	Vice President
AOR MANAGEMENT COMPANY OF INDIANA, INC., as a Subsidiary Guarantor
By:	/s/ Bruce Broussard
Name:	Bruce Broussard
Title:	Vice President
AOR MANAGEMENT COMPANY OF MISSOURI, INC., as a Subsidiary Guarantor
By:	/s/ Bruce Broussard
Name:	Bruce Broussard
Title:	Vice President
AOR MANAGEMENT COMPANY OF OKLAHOMA, INC., as a Subsidiary Guarantor
By:	/s/ Bruce Broussard
Name:	Bruce Broussard
Title:	Vice President

AOR MANAGEMENT COMPANY OF PENNSYLVANIA, INC., as a Subsidiary Guarantor
By:	/s/ Bruce Broussard
Name:	Bruce Broussard
Title:	Vice President
AOR MANAGEMENT COMPANY OF TEXAS, INC., as a Subsidiary Guarantor
By:	/s/ Bruce Broussard
Name:	Bruce Broussard
Title:	Vice President
AOR MANAGEMENT COMPANY OF VIRGINIA, INC., as a Subsidiary Guarantor
By:	/s/ Bruce Broussard
Name:	Bruce Broussard
Title:	Vice President
AOR REAL ESTATE, INC., as a Subsidiary Guarantor
By:	/s/ Bruce Broussard
Name:	Bruce Broussard
Title:	Vice President

AOR OF INDIANA MANAGEMENT PARTNERSHIP, as a Subsidiary Guarantor
	By:	AOR MANAGEMENT COMPANY OF INDIANA, INC.
	Its:	General Partner
	By:	/s/ Bruce Broussard
	Name:	Bruce Broussard
	Title:	Vice President
	and
	By:	AOR HOLDING COMPANY OF INDIANA, INC.
	Its:	General Partner
	By:	/s/ Bruce Broussard
	Name:	Bruce Broussard
	Title:	Vice President
AOR OF TEXAS MANAGEMENT LIMITED PARTNERSHIP, as a Subsidiary Guarantor
	By:	AOR MANAGEMENT COMPANY OF TEXAS, INC.
	Its:	General Partner
	By:	/s/ Bruce Broussard
	Name:	Bruce Broussard
	Title:	Vice President

AOR SYNTHETIC REAL ESTATE, INC., as a Subsidiary Guarantor
By:	/s/ Bruce Broussard
Name:	Bruce Broussard
Title:	Vice President
AORT HOLDING COMPANY, INC., as a Subsidiary Guarantor
By:	/s/ Bruce Broussard
Name:	Bruce Broussard
Title:	Vice President
CALIFORNIA PHARMACEUTICAL SERVICES, LLC, as a Subsidiary Guarantor
By:	/s/ Bruce Broussard
Name:	Bruce Broussard
Title:	Manager
FLORIDA PHARMACEUTICAL SERVICES, LLC, as a Subsidiary Guarantor
By:	/s/ Bruce Broussard
Name:	Bruce Broussard
Title:	Manager

GREENVILLE RADIATION CARE, INC., as a Subsidiary Guarantor
By:	/s/ Bruce Broussard
Name:	Bruce Broussard
Title:	Vice President
IOWA PHARMACEUTICAL SERVICES, LLC, as a Subsidiary Guarantor
By:	/s/ Bruce Broussard
Name:	Bruce Broussard
Title:	Manager
MICHIGAN PHARMACEUTICAL SERVICES, LLC, as a Subsidiary Guarantor
By:	/s/ Bruce Broussard
Name:	Bruce Broussard
Title:	Manager
NEBRASKA PHARMACEUTICAL SERVICES, LLC, as a Subsidiary Guarantor
By:	/s/ Bruce Broussard
Name:	Bruce Broussard
Title:	Manager

NEW MEXICO PHARMACEUTICAL SERVICES, LLC, as a Subsidiary Guarantor
By:	/s/ Bruce Broussard
Name:	Bruce Broussard
Title:	Manager
NORTH CAROLINA PHARMACEUTICAL SERVICES, LLC, as a Subsidiary Guarantor
By:	/s/ Bruce Broussard
Name:	Bruce Broussard
Title:	Manager
PENNSYLVANIA PHARMACEUTICAL SERVICES, LLC, as a Subsidiary Guarantor
By:	/s/ Bruce Broussard
Name:	Bruce Broussard
Title:	Manager
PHYSICIAN RELIANCE HOLDINGS, LLC, as a Subsidiary Guarantor
By:	/s/ Bruce Broussard
Name:	Bruce Broussard
Title:	Manager

PHYSICIAN RELIANCE NETWORK, INC., as a Subsidiary Guarantor
By:	/s/ Bruce Broussard
Name:	Bruce Broussard
Title:	Vice President
RMCC CANCER CENTER, INC., as a Subsidiary Guarantor
By:	/s/ Bruce Broussard
Name:	Bruce Broussard
Title:	Vice President
SELECTPLUS ONCOLOGY, LLC, as a Subsidiary Guarantor
By:	/s/ Bruce Broussard
Name:	Bruce Broussard
Title:	Manager
ST. LOUIS PHARMACEUTICAL SERVICES, LLC, as a Subsidiary Guarantor
By:	/s/ Bruce Broussard
Name:	Bruce Broussard
Title:	Manager

TEXAS PHARMACEUTICAL SERVICES, LLC, as a Subsidiary Guarantor
By:	/s/ Bruce Broussard
Name:	Bruce Broussard
Title:	Manager
TOPS PHARMACY SERVICES, INC., as a Subsidiary Guarantor
By:	/s/ Bruce Broussard
Name:	Bruce Broussard
Title:	Vice President
US ONCOLOGY CORPORATE, INC., as a Subsidiary Guarantor
By:	/s/ Bruce Broussard
Name:	Bruce Broussard
Title:	Vice President
US ONCOLOGY PHARMACEUTICAL SERVICES, LLC, as a Subsidiary Guarantor
By:	/s/ Bruce Broussard
Name:	Bruce Broussard
Title:	Manager

US ONCOLOGY RESEARCH, INC., as a Subsidiary Guarantor
By:	/s/ Bruce Broussard
Name:	Bruce Broussard
Title:	Vice President
WASHINGTON PHARMACEUTICAL SERVICES, LLC, as a Subsidiary Guarantor
By:	/s/ Bruce Broussard
Name:	Bruce Broussard
Title:	Manager

PHYSICIAN RELIANCE, L.P., as a Subsidiary Guarantor
	By:	PRN Physician Reliance, LLC
	Its:	General Partner
	By:	/s/ Bruce Broussard
	Name:	Bruce Broussard
	Title:	Manager
PRN PHYSICIAN RELIANCE, LLC, as a Subsidiary Guarantor
	By:	/s/ Bruce Broussard
	Name:	Bruce Broussard
	Title:	Manager

LASALLE BANK NATIONAL ASSOCIATION, as Trustee
By:	/s/ Vernita L. Anderson
Name:	VERNITA L. ANDERSON
Title:	Assistant Vice President

EX-4.10

Exhibit 4.10

OILER ACQUISITION CORP.

$300,000,000 9.00% Senior Notes Due 2012

$275,000,000 10.75% Senior Subordinated Notes Due 2014

REGISTRATION RIGHTS AGREEMENT

August 4, 2004

Citigroup Global Markets Inc.
J.P. Morgan Securities Inc.
Wachovia Capital Markets, LLC
Deutsche Bank Securities Inc.
As Representatives of the Initial Purchasers
c/o Citigroup Global Markets Inc.
388 Greenwich Street
New York, New York 10013

Ladies and Gentlemen:

Oiler Acquisition Corp., a corporation organized under the laws of Delaware (the “Issuer”), proposes to issue and sell to certain purchasers (the “Initial Purchasers”), for whom you (the “Representatives”) are acting as representatives, $300,000,000 principal amount of its 9.00% Senior Notes Due 2012(the “Senior Notes”) and $275,000,000 principal amount of its 10.75% Senior Subordinated Notes Due 2014 (the “Senior Subordinated Notes”, each of the Senior Subordinated Notes and the Senior Notes a “Security” and collectively the “Securities”), upon the terms set forth in the Purchase Agreement between the Issuer and the Representatives dated the date hereof (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 90^th 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 August 4, 2004, 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.

“Indentures” shall mean the Senior Notes Indenture and the Senior Subordinated Notes Indenture relating to the Senior Notes and the Senior Subordinated Notes, respectively, each to be dated as of the Closing Date, among the Issuer, the guarantors party thereto, 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.

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“Majority Holders” shall mean, on any date, Holders of a majority of the aggregate principal amount of Securities registered under a Registration Statement.

“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.

3

“Shelf Registration” shall mean a registration effected pursuant to Section 3 hereof.

“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 Indentures.

“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;

4

(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);

(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

5

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 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; or (ii) for any other reason the Registered Exchange Offer is not consummated within 210 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

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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 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,

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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.

(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

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(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 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

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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, 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.

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(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 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.

(l)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 Indentures to be qualified under the Trust Indenture Act in a timely manner.

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(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 Registration 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.

(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;

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(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

(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

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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

(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

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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, 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

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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 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

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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 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 (and after the Merger, the Company) 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.

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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.

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 theday 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;

18

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.

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 ofthe RegistrableSecurities 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 Indentures;

(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.

19

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 Indenturesor 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 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

20

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.

21

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,
Oiler Acquisition Corp.
By:	/s/ D. Scott Mackesy
	Name: D. Scott Mackesy
	Title: President

22

The foregoing Agreement is hereby confirmed and
accepted as of the date first above written.

Citigroup Global Markets Inc.
J.P. Morgan Securities Inc.
Wachovia Capital Markets, LLC
Deutsche Bank Securities Inc.

By:  Citigroup Global Markets Inc.
By	/s/ Illegible
	Name: Illegible
	Title: Illegible

For themselves and the other several
Initial Purchasers named in Schedule I
to the Purchase Agreement.

23

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.

EX-4.11

Exhibit 4.11

Accession Agreement

August 20, 2004

Pursuant to Section 5(n) of the Purchase Agreement (the “Purchase Agreement”) dated August 4, 2004, among Oiler Acquisition Corp., a Delaware corporation (the “Issuer”), and Citigroup Global Markets Inc., J.P. Morgan Securities Inc., Wachovia Capital Markets, LLC and Deutsche Bank Securities Inc., as representatives of the initial purchasers (the “Initial Purchasers”) named in Schedule I thereto, such Section 5(n) being an inducement to the Initial Purchasers to enter into the Purchase Agreement and the Registration Rights Agreement (the “Registration Rights Agreement”) dated August 4, 2004, among the Issuer, and Citigroup Global Markets Inc., J.P. Morgan Securities Inc., Wachovia Capital Markets, LLC and Deutsche Bank Securities Inc., as representatives of the Initial Purchasers, each of the subsidiary guarantors set forth on the signature pages hereto (each a “Subsidiary Guarantor” and, collectively the “Subsidiary Guarantors”) does hereby agree, on a joint and several basis, to accede to the terms of the Purchase Agreement and the Registration Rights Agreement as guarantors, and hereby undertakes to perform, on a joint and several basis, each of the obligations of the Issuer set forth in the Purchase Agreement or the Registration Rights Agreement as though it had entered into the Purchase Agreement and the Registration Rights Agreement on August 4, 2004. Such performance obligations referenced in the preceding sentence are in addition to the performance obligations of US Oncology, Inc. under the Purchase Agreement and Registration Rights Agreement, whose performance obligations shall occur by operation of law.

[Signature Pages Follow.]

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

EX-5.1

Exhibit 5.1

[Ropes & Gray LLP Letterhead]

December 17, 2004

US Oncology, Inc.

16825 Northchase Drive, Suite 1300

Houston, Texas 77060

                                Re:          Registration Statement on Form S-4

Ladies and Gentlemen:

We have acted as counsel to US Oncology, Inc.,  a Delaware corporation (the “Issuer”) in connection with the Registration Statement on Form S-4  (the “Registration Statement”) filed by the Issuer and the subsidiary guarantors listed on Schedule I  (the “Guarantors”) with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended (the “Securities Act”).  The Registration Statement includes a prospectus (the “Prospectus”) which provides for the issuance by the Issuer in an exchange offer (the “Exchange Offer”) of $300,000,000 aggregate principal amount of 9.0% Senior Notes due 2012 (the “Senior Exchange Notes”) and $275,000,000 aggregate principal amount of 10.75% Senior Subordinated Notes due 2014 (the “Senior Subordinated Exchange Notes,” and together with the Senior Exchange Notes, the “Exchange Notes”).  The Senior Exchange Notes will be offered by the Issuer in exchange for a like principal amount of the Issuer’s outstanding 9.0% Senior Notes due 2012 (the “Original Senior Notes”) and the Senior Subordinated Exchange Notes will be offered by the Issuer in exchange for a like principal amount of the Issuer’s outstanding 10.75% Senior Subordinated Notes due 2014 (the “Original Senior Subordinated Notes,” and together with the Original Senior Notes, the “Original Notes”).  The Senior Exchange Notes are to be issued pursuant to an Indenture, dated as of August 20, 2004 (as amended, supplemented or modified through the date hereof, the “Senior Indenture”), among the Issuer, the Guarantors and LaSalle Bank, National Association, as trustee (the “Senior Trustee”).  The Senior Exchange Notes are to be issued pursuant to an Indenture, dated as of August 20, 2004 (as amended, supplemented or modified through the date hereof, the “Senior Subordinated Indenture,” and together with the Senior Indenture, the “Indentures”), among the Issuer, the Guarantors and LaSalle Bank, National Association, as trustee (the “Senior Subordinated Trustee,” together with the Senior Trustee, the “Trustees”).   Payment of the Senior Exchange Notes will be guaranteed by the Guarantors pursuant to Article X of the Senior Indenture (the “Senior Guarantee”) and payment of the Senior Subordinated Exchange Notes will be guaranteed by the Guarantors pursuant to Article X of the Senior Subordinated Indenture (the “Senior Subordinated Guarantee,” together with the Senior Guarantee, the “Guarantees”).

In connection with this opinion, we have examined the Registration Statement and the Indentures, which have been filed with the Commission as an exhibit to the Registration Statement.  We have also examined originals or copies, certified or otherwise identified to our satisfaction, of documents and records and have made investigation of fact and examination of law as we have deemed appropriate in order to enable us to render the opinions set forth herein.  In conducting our investigation, we have relied, without independent verification, on the accuracy of certificates of public officials, officers and representatives of the Issuer, the Guarantor and other appropriate persons.

In rendering the opinions set forth below, we have assumed that the Indentures are the valid and binding obligations of the Trustees.

                The opinions expressed herein are limited to matters governed by the laws of the State of New York, the General Corporation Law of the State of Delaware and the federal laws of the United States of America.  Insofar as the opinions expressed below relate to or are dependent upon matters governed by the laws of other jurisdictions, we have relied, without independent investigation, upon the following:

(i)with respect to the laws of the State of Indiana, the opinion of Hackman Hulett & Cracraft, LLP; and

(ii)with respect to the laws of the State of Texas, the opinion of the General Counsel of US Oncology, Inc.

Based upon the foregoing and subject to the additional qualifications set forth below, we are of the opinion that:

1.          When the Exchange Notes have been duly executed, authenticated and issued in accordance with the provisions of their respective Indentures and have been delivered against receipt of the Original Notes surrendered in exchange therefor upon completion of the Exchange Offer, the Exchange Notes will constitute valid and binding obligations of the Issuer, enforceable against the Issuer in accordance with their terms.

2.          When the Exchange Notes have been duly executed, authenticated and issued in accordance with the provisions of the Indentures and have been delivered against receipt of the Original Notes surrendered in exchange therefor upon completion of the Exchange Offer, and the Guarantees have been duly executed, delivered and attached to the Exchange Notes in accordance with the provisions of the Indentures, the Guarantees will constitute valid and binding obligations of the Guarantors, enforceable against the Guarantors in accordance with their terms.

Our opinions set forth aboveare subject to (i) bankruptcy, insolvency, reorganization, moratorium and other similar laws of general application affecting the rights and remedies of creditors and secured parties, and (ii) general principles of equity.

2

We hereby consent to the filing of this opinion as an exhibit to the Registration Statement and the use of our name under the caption “Legal Matters” in the Prospectus.  By giving the foregoing consent, we do not admit that we come within the category of persons whose consent is required under Section 7 of the Securities Act.

Very truly yours,

/s/ ROPES & GRAY LLP

Ropes & Gray LLP

3

SCHEDULE I

AOR Holding Company of Indiana, Inc.

AOR Management Company of Arizona, Inc.

AOR Management Company of Indiana, Inc.

AOR Management Company of Missouri, Inc.

AOR Management Company of Oklahoma, Inc.

AOR Management Company of Pennsylvania, Inc.

AOR Management Company of Texas, Inc.

AOR Management Company of Virginia, Inc.

AOR Real Estate, Inc.

AOR Synthetic Real Estate, Inc.

AORT Holding Company, Inc.

Greenville Radiation Care, Inc.

Physician Reliance Network, Inc.

RMCC Cancer Center, Inc.

US Oncology Corporate, Inc.

Alabama Pharmaceutical Services, LLC

California Pharmaceutical Services, LLC

Iowa Pharmaceutical Services, LLC

Michigan Pharmaceutical Services, LLC

Nebraska Pharmaceutical Services, LLC

New Mexico Pharmaceutical Services, LLC

North Carolina Pharmaceutical Services, LLC

Physician Reliance Holdings, LLC

PRN Physician Reliance, LLC

SelectPlus Oncology, LLC

St. Louis Pharmaceutical Services, LLC

US Oncology Pharmaceutical Services, LLC

Washington Pharmaceutical Services, LLC

Texas Pharmaceutical Services, LLC

Florida Pharmaceutical Services, LLC

Pennsylvania Pharmaceutical Services, LLC

TOPS Pharmacy Services, Inc.

AOR of Texas Management Limited Partnership

Physician Reliance, L.P.

AOR Management Company of Indiana, Inc.

AOR Holding Company of Indiana, Inc.

EX-5.2

Exhibit 5.2

Letterhead of Hackman Hulett & Cracraft, LLP

December 17, 2004

US Oncology, Inc.

16825 Northchase Drive, Suite 1300

Houston, Texas 77060

Ladies and Gentlemen:

We have acted as special counsel in the State of Indiana (the “State”) to AOR Management Company of Indiana, Inc. and AOR Holding Company of Indiana, Inc., each a Delaware corporation (the “General Partners”), and each a direct or indirect wholly owned subsidiary of US Oncology, Inc., a Delaware corporation (“US Oncology”), doing business as AOR of Indiana Management Partnership, an Indiana general partnership (the “Indiana Subsidiary Guarantor”) in connection with the proposed issue by US Oncology of $300,000,000 aggregate principal amount of 9.0% Senior Notes due 2012 (the “Senior Exchange Notes”) and $275,000,000 aggregate principal amount of 10.75% Senior Subordinated Notes due 2014 (the “Senior Subordinated Exchange Notes,” and together with the Senior Exchange Notes, the “Exchange Notes”). The Senior Exchange Notes and the Senior Subordinated Exchange Notes will be issued in exchange for a $300,000,000 aggregate principal amount of US Oncology’s 9.0% Senior Notes due 2012 (the “Outstanding Senior Notes”) and $275,000,000 aggregate principal amount of 10.75% Senior Subordinated Notes due 2014 (the “Outstanding Senior Exchange Notes,” and together with the Senior Exchange Notes, the “Outstanding Notes”), respectively. The Senior Exchange Notes will be issued pursuant to an Indenture, dated as of August 20, 2004 (as amended, supplemented or modified through the date hereof, the “Senior Indenture”) among US Oncology, the subsidiary guarantors named therein, including the Indiana Subsidiary Guarantor, and LaSalle Bank National Association, as trustee. Payment of the Senior Exchange Notes is to be guaranteed by the Indiana Subsidiary Guarantor pursuant to Article X of the Senior Indenture. The Senior Subordinated Exchange Notes will be issued pursuant to an Indenture, dated as of August 20, 2004 (as amended, supplemented or modified through the date hereof, the “Senior Supplemental Indenture,” and together with the Senior Indenture, the “Indentures”) among US Oncology, the subsidiary guarantors named therein, including the Indiana Subsidiary Guarantor, and LaSalle Bank National Association, as trustee. Payment of the Senior Subordinated Exchange Notes is to be guaranteed by the Indiana Subsidiary Guarantor pursuant to Article X of the Senior Subordinated Indenture.

In connection with this opinion, we have examined originals, copies certified or otherwise identified to our satisfaction, of such documents, corporate records and other instruments as we have deemed necessary for the purposes of this opinion, including (i) the

Partnership Agreement of the Indiana Subsidiary Guarantor, (ii) records of the proceedings of the General Partners with respect to the execution and delivery of the Guarantor Documents (as hereinafter defined), (iii) the First Supplemental Indenture, dated as of August 20, 2004, among US Oncology, the subsidiary guarantors named therein, including the Indiana Subsidiary Guarantor, and LaSalle Bank National Association, as Trustee (the “First Supplemental Senior Indenture”), (iv) the First Supplemental Indenture, dated as of August 20, 2004, among US Oncology, the subsidiary guarantors named therein, including the Indiana Subsidiary Guarantor, and LaSalle Bank National Association, as Trustee (the “First Supplemental Senior Subordinated Indenture, together with the First Supplemental Senior Indenture, the “Supplemental Indentures”), and (v) such other records, certificates and documents as we have deemed necessary or appropriate in order to deliver the opinions set forth herein. The Indentures and the Supplemental Indentures are hereinafter collectively referred to as the “Guarantor Documents.”

For purposes of this opinion, we have assumed (i) the authenticity of all documents submitted to us as originals; (ii) the conformity to the originals of all documents submitted to us as copies and the authenticity of the originals of all documents submitted to us as copies; (iii) the genuineness of the signatures of persons signing all documents inconnection with which this opinion is rendered, the authority of such persons signing on behalf of the parties thereto (other than the Indiana Subsidiary Guarantor), and the due authorization, execution and deliver of all documents by the parties thereto (other than the Indiana Subsidiary Guarantor); and (iv) that all parties (including the General Partners) have the power, corporate or other, to enter into and perform all obligations thereunder, including execution and delivery of the Partnership Agreement and performance of the obligations of the Indiana Subsidiary Guarantor under the Guarantor Documents; and have also assumed the due authorization by all requisite action, corporate or other, to enter into and perform all obligations thereunder, and due execution and delivery by such other parties of such documents and, except as set forth in our opinions below, the validity and binding effect thereof on such parties.

Based upon and subject to the foregoing qualifications, assumptions and limitations and the further limitations set forth below, we are of the opinion that:

1The Indiana Subsidiary Guarantor is duly organized under the laws of the State as a general partnership, consisting of the General Partners, doing business as AOR of Indiana Management Partnership; and is an “organization” under the Uniform Commercial Code of the State, but is not a legal entity apart from its General Partners.

2.The execution and delivery by the Indiana Subsidiary Guarantor, and the performance by it of its obligations under the Guarantor Documents have been duly authorized by all necessary corporate action on the part of the Indiana Subsidiary Guarantor.

Ropes & Gray LLP may rely on the opinion in this letter in delivering an opinion in connection with the issue of the Exchange Notes. We consent to the filing of this opinion with

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the registration statement of US Oncology and its subsidiary guarantors with the United States Securities and Exchange Commission and the inclusion of our name under the caption “Legal Matters” in any prospectus included therein.

Our advice on every legal issue addressed in this letter is based exclusively on the internal laws of the State.

This opinion is limited to the specific issues addressed herein, and no opinion may be inferred or implied beyond that expressly stated herein. We assume no obligation to revise or supplement this opinion after the date hereof.

Very truly yours,

/s/ HACKMAN HULETT & CRACRAFT, LLP

Hackman Hulett & Cracraft, LLP

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EX-5.3

Exhibit 5.3

[US Oncology, Inc. Letterhead]

December 17, 2004

US Oncology, Inc.

16825 Northchase Drive, Suite 1300

Houston, Texas 77060

Ladies and Gentlemen:

                I am General Counsel of US Oncology, Inc., a Delaware corporation (“US Oncology”) and have acted as counsel to the subsidiaries of US Oncology listed on Schedule I hereto (the “Texas Subsidiary Guarantors”) in connection with the proposed issue by US Oncology of $300,000,000 aggregate principal amount of 9.0% Senior Notes due 2012 (the “Senior Exchange Notes”) and $275,000,000 aggregate principal amount of 10.75% Senior Subordinated Notes due 2014 (the “Senior Subordinated Exchange Notes,” and together with the Senior Exchange Notes, the “Exchange Notes”).  The Senior Exchange Notes and the Senior Subordinated Exchange Notes will be issued in exchange for a $300,000,000 aggregate principal amount of US Oncology’s 9.0% Senior Notes due 2012 (the “Outstanding Senior Notes”) and $275,000,000 aggregate principal amount of 10.75% Senior Subordinated Notes due 2014 (the “Outstanding Senior Exchange Notes,” and together with the Senior Exchange Notes, the “Outstanding Notes”), respectively.  The Senior Exchange Notes will be issued pursuant to an Indenture, dated as of August 20, 2004 (as amended, supplemented or modified through the date hereof, the “Senior Indenture”) among US Oncology, the subsidiary guarantors named therein, including the Texas Subsidiary Guarantors, and LaSalle Bank National Association, as trustee.  Payment of the Senior Exchange Notes is to be guaranteed by the Texas Subsidiary Guarantors pursuant to Article X of the Senior Indenture.  The Senior Subordinated Exchange Notes will be issued pursuant to an Indenture, dated as of August 20, 2004 (as amended, supplemented or modified through the date hereof, the “Senior Supplemental Indenture,” and together with the Senior Indenture, the “Indentures”) among US Oncology, the subsidiary guarantors named therein, including the Texas Subsidiary Guarantors, and LaSalle Bank National Association, as trustee.  Payment of the Senior Subordinated Exchange Notes is to be guaranteed by the Texas Subsidiary Guarantors pursuant to Article X of the Senior Subordinated  Indenture.

                In connection with this opinion, I have examined originals, copies certified or otherwise identified to our satisfaction, of such documents, corporate records and other instruments as I have deemed necessary for the purposes of this opinion, including (i) records of the proceedings of the Texas Subsidiary Guarantors with respect to the execution and delivery of the Guarantor Documents (as hereinafter defined), (ii) the First Supplemental Indenture, dated as of August 20, 2004, among US Oncology, the subsidiary guarantors named therein, including the Texas Subsidiary Guarantors, and LaSalle Bank National Association, as Trustee (the “First Supplemental Senior Indenture”), (iii) the First Supplemental Indenture, dated as of August 20, 2004, among US Oncology, the subsidiary guarantors named therein, including the Texas

Subsidiary Guarantors, and LaSalle Bank National Association, as Trustee (the “First Supplemental Senior Subordinated Indenture, together with the First Supplemental Senior Indenture, the “Supplemental Indentures”), and (iv) such other records, certificates and documents as I have deemed necessary or appropriate in order to deliver the opinions set forth herein.  The Indentures and the  Supplemental Indentures are hereinafter collectively referred to as the “Guarantor Documents.”

In rendering the opinion expressed herein, I have also relied on such statements of public officials and I have also examined such certificates of corporate and public officials and such other documents and instruments as I have deemed necessary for the purposes of rendering the opinions set forth herein and as to any facts material to the opinions expressed herein which I did not independently establish or verify, I have relied to the extent I have deemed proper, upon information obtained from officers or employees of the Texas Subsidiary Guarantors and the other parties to the Guarantor Documents.

For purposes of my opinion, I am, with your permission and without independent verification, assuming the genuineness of all signatures on all instruments and other documents (other than those executed on behalf of US Oncology or the subsidiary guarantors), the legal capacity of all natural persons, the authenticity and completeness of all instruments and other documents submitted to us as originals, and the conformity to originals of all documents and instruments submitted to us as certified, photostatic or conformed copies.

Based upon the foregoing and upon such other investigations of law as I have deemed appropriate and subject to the limitations, qualifications and other statements contained in this letter, I am of the opinion that:

1.Each of the Texas Subsidiary Guarantors has been duly organized and is validly existing and in good standing under the laws of the State of Texas.

2.The execution and delivery by the Texas Subsidiary Guarantors, and the performance by them of their obligations under the Guarantor Documents have been duly authorized by all necessary corporate action on the part of the Texas Subsidiary Guarantors.

In rendering the opinions expressed herein, I have not made any special investigation concerning any law, rule or regulation, other than those laws, rules and regulations which in my experience, based on facts known to me, are normally applicable to transactions of the type contemplated by the Guarantor Documents.  The opinions expressed in this letter are provided as legal opinions only and not as any guaranties or warranties of the matters discussed herein, and such opinions are strictly limited to the matters stated herein, and no other opinions may be implied.  The opinions expressed herein are limited to the laws of the State of Texas and United States federal law.  The opinions expressed in this letter are governed by the laws of the State of Texas and are solely for the benefit of the addressees of this letter.  Without my prior written consent, the opinions expressed herein may not be published, quoted or referenced to, or filed with, any Person, nor may they be relied upon by you in connection with any other matter or relied upon by any other Person in connection with any matter or in any manner whatsoever,

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except that this letter or a copy hereof may be shown to any governmental agency that so requests, and Ropes & Gray LLP may rely on the opinion in this letter in delivering an opinion in connection with the issue of the Exchange Notes.  Additionally, notwithstanding anything herein to the contrary, I consent to the filing of this opinion with the registration statement of US Oncology and its subsidiary guarantors with the United States Securities and Exchange Commission and the inclusion of my name under the caption “Legal Matters” in any prospectus included therein.  The opinions expressed herein are based upon, and limited to laws and to published case decisions as of this date, and to the facts known to me on this date, and I do not undertake to provide any opinion as to any matter or to advise any Person with respect to any events or changes occurring subsequent to the date of this letter.

Yours very truly,

/s/  Phillip H. Watts, Esq.

Phillip H. Watts, Esq.

Vice President & General Counsel

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Schedule I

Entity Name	Jurisdiction of Organization
TOPS Pharmacy Services, Inc.	Texas
AOR of Texas Management Limited Partnership	Texas
Physician Reliance, L.P.	Texas

EX-10.1

Exhibit 10.1

CREDIT AGREEMENT

dated as of

August 20, 2004,

among

US ONCOLOGY HOLDINGS, INC.

US ONCOLOGY, INC.,

as Borrower

The Lenders Party Hereto,

JPMORGAN CHASE BANK,

as Administrative Agent and Collateral Agent

WACHOVIA BANK, NATIONAL ASSOCIATION,

as Syndication Agent

and

CITICORP NORTH AMERICA, INC.,

as Documentation Agent

J.P. MORGAN SECURITIES INC.,

as Co-Lead Arranger and Joint Bookrunner

WACHOVIA CAPITAL MARKETS, LLC,

as Co-Lead Arranger and Joint Bookrunner

CITIGROUP GLOBAL MARKETS INC.,

as Arranger

[CS&M Ref.  6701-324]

TABLE OF CONTENTS
ARTICLE I
Definitions
SECTION 1.01.	Defined Terms
SECTION 1.02.	Classification of Loans and Borrowings
SECTION 1.03.	Terms Generally
SECTION 1.04.	Accounting Terms; GAAP
ARTICLE II
The Credits
SECTION 2.01.	Commitments
SECTION 2.02.	Loans and Borrowings
SECTION 2.03.	Requests for Borrowings
SECTION 2.04.	Swingline Loans
SECTION 2.05.	Letters of Credit
SECTION 2.06.	Funding of Borrowings
SECTION 2.07.	Interest Elections
SECTION 2.08.	Termination and Reduction of Commitments
SECTION 2.09.	Repayment of Loans; Evidence of Debt
SECTION 2.10.	Amortization of Tranche B Term Loans
SECTION 2.11.	Prepayment of Loans
SECTION 2.12.	Fees
SECTION 2.13.	Interest
SECTION 2.14.	Alternate Rate of Interest
SECTION 2.15.	Increased Costs

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SECTION 2.16.	Break Funding Payments
SECTION 2.17.	Taxes
SECTION 2.18.	Payments Generally; Pro Rata Treatment; Sharing of Set-offs
SECTION 2.19.	Mitigation Obligations; Replacement of Lenders
SECTION 2.20.	Incremental Extensions of Credit
ARTICLE III
Representations and Warranties
SECTION 3.01.	Organization; Power
SECTION 3.02.	Authorization; Enforceability
SECTION 3.03.	Governmental Approvals; No Conflicts
SECTION 3.04.	Financial Condition; No Material Adverse Change
SECTION 3.05.	Properties
SECTION 3.06.	Litigation and Environmental Matters
SECTION 3.07.	Compliance with Laws and Agreements
SECTION 3.08.	Investment and Holding Company Status
SECTION 3.09.	Taxes
SECTION 3.10.	ERISA
SECTION 3.11.	Disclosure
SECTION 3.12.	Subsidiaries
SECTION 3.13.	Insurance
SECTION 3.14.	Labor Matters
SECTION 3.15.	Solvency
SECTION 3.16.	Senior Indebtedness
SECTION 3.17.	Reimbursement from Third Party Payors
SECTION 3.18.	Fraud and Abuse

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ARTICLE IV
Conditions
SECTION 4.01.	Effective Date
SECTION 4.02.	Each Credit Event
ARTICLE V
Affirmative Covenants
SECTION 5.01.	Financial Statements and Other Information
SECTION 5.02.	Notices of Material Events
SECTION 5.03.	Information Regarding Collateral
SECTION 5.04.	Existence; Conduct of Business
SECTION 5.05.	Payment of Obligations
SECTION 5.06.	Maintenance of Properties
SECTION 5.07.	Insurance
SECTION 5.08.	Casualty and Condemnation
SECTION 5.09.	Books and Records; Inspection and Audit Rights
SECTION 5.10.	Compliance with Laws
SECTION 5.11.	Use of Proceeds and Letters of Credit
SECTION 5.12.	Additional Subsidiaries
SECTION 5.13.	Further Assurances
SECTION 5.14.	Interest Rate Protection
ARTICLE VI
Negative Covenants
SECTION 6.01.	Indebtedness; Certain Equity Securities
SECTION 6.02.	Liens
SECTION 6.03.	Fundamental Changes

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SECTION 6.04.	Investments, Loans, Advances, Guarantees and Acquisitions
SECTION 6.05.	Asset Sales
SECTION 6.06.	Sale and Leaseback Transactions
SECTION 6.07.	Swap Agreements
SECTION 6.08.	Restricted Payments; Certain Payments of Indebtedness
SECTION 6.09.	Transactions with Affiliates
SECTION 6.10.	Restrictive Agreements
SECTION 6.11.	Amendment of Material Documents
SECTION 6.12.	Interest Expense Coverage Ratio
SECTION 6.13.	Leverage Ratio
SECTION 6.14.	Maximum Capital Expenditures
ARTICLE VII
Events of Default
SECTION 7.01.	Events of Default
SECTION 7.02.	Borrower’s Right to Cure
SECTION 7.03.	Exclusion of Immaterial Subsidiaries
ARTICLE VIII
The Agents
ARTICLE IX
Miscellaneous
SECTION 9.01.	Notices
SECTION 9.02.	Waivers; Amendments
SECTION 9.03.	Expenses; Indemnity; Damage Waiver
SECTION 9.04.	Successors and Assigns
SECTION 9.05.	Survival

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SECTION 9.06.	Counterparts; Integration; Effectiveness
SECTION 9.07.	Severability
SECTION 9.08.	Right of Setoff
SECTION 9.09.	Governing Law; Jurisdiction; Consent to Service of Process
SECTION 9.10.	WAIVER OF JURY TRIAL
SECTION 9.11.	Headings
SECTION 9.12.	Confidentiality
SECTION 9.13.	Interest Rate Limitation
SECTION 9.14.	USA Patriot Act
SECTION 9.15.	Release of Collateral

SCHEDULES:
Schedule 1.01	— Mortgaged Property
Schedule 2.01	— Commitments
Schedule 2.05	— Existing Letters of Credit
Schedule 3.05	— Real Property
Schedule 3.06	— Disclosed Matters
Schedule 3.12	— Subsidiaries
Schedule 3.13	— Insurance
Schedule 3.16	— Physician Notes
Schedule 6.01	— Existing Indebtedness
Schedule 6.02	— Existing Liens
Schedule 6.04	— Existing Investments
Schedule 6.09	— Existing Transactions with Affiliates
Schedule 6.10	— Existing Restrictions
EXHIBITS:
Exhibit A	— Form of Assignment and Assumption
Exhibit B-1	— Form of Opinion of Ropes & Gray LLP
Exhibit B-2	— Form of Opinion of Local Counsel
Exhibit C	— Form of Collateral Agreement
Exhibit D	— Form of Perfection Certificate
Exhibit E	— Form of Borrowing Request
Exhibit F	— Form of Interest Election Request
Exhibit G	— Form of Subordination Provisions

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CREDIT AGREEMENT dated as of August 20, 2004, among US ONCOLOGY HOLDINGS, INC., a Delaware corporation, US ONCOLOGY, INC., a Delaware corporation, the LENDERS party hereto, JPMORGAN CHASE BANK, as Administrative Agent and Collateral Agent, WACHOVIA BANK, NATIONAL ASSOCIATION, as Syndication Agent and CITICORP NORTH AMERICA, INC., as Documentation Agent.

Pursuant to the Agreement and Plan of Merger dated as of March 20, 2004 (the “Merger Agreement”), by and among US Oncology Holdings, Inc., a Delaware corporation (“Holdings”), Oiler Acquisition Corp., a Delaware corporation (“MergerCo”), and US Oncology, Inc., a Delaware corporation (the “Borrower”), (a) MergerCo will merge with and into the Borrower (the “Merger”), with the Borrower surviving the Merger, (b) each outstanding share of common stock (other than shares held by shareholders who properly exercise appraisal rights and shares held by Holdings (including all shares previously held by Welsh, Carson, Anderson & Stowe IX, L.P. (the “Sponsor”) and contributed to Holdings)) of the Borrower will be converted into the right to receive $15.05 in cash, (c) options and warrants to acquire shares of common stock of the Borrower that are “in-the-money” and all the Borrower’s “delayed delivery” agreements with physicians will be canceled in exchange for lump-sum payments to be made after the Effective Date (such payments, the “Delayed Equity Payments”) based on the per-share merger consideration of $15.05 (the aggregate amount payable under clauses (b) and (c) together, the “Merger Consideration”) and (d) all shares of common stock of the Borrower owned by the Sponsor prior to the Merger will be contributed to Holdings in return for shares of common stock of Holdings and shares of Qualified Preferred Stock.

Immediately prior to or substantially concurrently with the consummation of the Merger, (a) the Sponsor will contribute cash to Holdings in an aggregate amount not less than the difference between (i) $312,700,000 and (ii) the aggregate amount of payments made prior to the Effective Date in respect of the Existing Synthetic Lease Facility (as defined below) in exchange for shares of common stock of Holdings and shares of Qualified Preferred Stock, (b) Holdings will contribute the aggregate amount described in clause (a) to the Borrower as common equity in exchange for all the issued and outstanding Equity Interests (as defined below) of the Borrower (the steps described in clauses (a) and (b) of this paragraph together, the “Equity Contribution”), (c) the Borrower and the Subsidiaries will repay (i) all principal, interest, fees and other amounts outstanding under the Borrower’s existing Credit Agreement dated as of February 1, 2002 (the “Existing Credit Agreement”), by and among the Borrower, the banks and financial institutions named therein as lenders, First Union National Bank, as agent for the lenders, UBS Warburg LLC, as syndication agent, and GE Capital Healthcare Financial Services, as documentation agent, and the Borrower will terminate all commitments, obligations and security interests thereunder and (ii) all principal, interest, fees and other amounts outstanding under the Borrower’s existing end-loaded lease facility created under the Amended and Restated Participation Agreement dated as of February 1, 2002 (the “Existing Synthetic Lease Facility”), by and among the Borrower, Wells Fargo Northwest National Association, as owner trustee, and First Union Bank, as

agent, and the Borrower will terminate all commitments, obligations and security interests thereunder, (d) the Borrower will consummate a debt tender offer and consent solicitation in respect of the Borrower’s 9 5/8% senior subordinated notes due 2012 (the “Existing Senior Subordinated Notes”), pursuant to which the Borrower will (i) purchase not less than a majority of the aggregate principal amount of the Existing Senior Subordinated Notes outstanding on the Effective Date and (ii) amend the indenture governing the Existing Senior Subordinated Notes (the “Existing Senior Subordinated Notes Indenture”) to eliminate all significant negative covenants in such indenture and to eliminate all rights of the holders of the Existing Senior Subordinated Notes upon a “Change in Control” (as defined in the Existing Senior Subordinated Notes Indenture), all in accordance with the Offer to Purchase and Consent Solicitation Statement dated May 21, 2004, and the related Consent and Letter of Transmittal dated May 21, 2004 (the steps described in clauses (i) and (ii) of this clause (d) together, the “Debt Tender Offer”), (e) the Borrower and the Subsidiaries will obtain senior secured credit facilities having an aggregate principal amount of $550,000,000 pursuant to this Agreement, (f) the Borrower and the Subsidiaries will issue (i) Senior Notes (as defined below) in an aggregate principal amount of not less than $300,000,000 and (ii) Senior Subordinated Notes (as defined below) in an aggregate principal amount of not less than $275,000,000, in each case in a public offering or pursuant to Rule 144A under the Securities Act of 1933, as amended, and (g) the Borrower and the Subsidiaries will pay all fees, expenses and other costs incurred in connection with the foregoing in an aggregate amount not to exceed $110,000,000 (the “Transaction Costs”).

The Borrower has requested that the Lenders extend credit in the form of (a) Tranche B Term Loans (as defined below) on the Effective Date in an aggregate principal amount not to exceed $400,000,000 and (b) Revolving Loans, Swingline Loans and Letters of Credit (each, as defined below) at any time and from time to time during the Revolving Availability Period, in an aggregate principal amount at any time outstanding not to exceed $160,000,000.

The proceeds of the Tranche B Term Loans will be used by the Borrower on the Effective Date, solely (i) first, to pay the Transaction Costs, (ii) second, to repay all loans and other amounts accrued and owing under the Existing Credit Agreement and the Existing Synthetic Lease Facility, (iii) third, to repurchase the Existing Senior Subordinated Notes tendered (and not withdrawn) pursuant to the Debt Tender Offer, including any premiums associated therewith and (iv) fourth, together with the Equity Contribution, cash on hand at the Borrower and the proceeds of the issuance of the Senior Notes and the Senior Subordinated Notes, to pay the Merger Consideration.  The proceeds of Revolving Loans, Swingline Loans and Letters of Credit will be used by the Borrower for working capital and general corporate purposes (including Permitted Acquisitions).

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The Lenders are willing to extend such credit to the Borrower, and the Issuing Bank is willing to issue Letters of Credit for the account of the Borrower, on the terms and subject to the conditions set forth herein.  Accordingly, the parties hereto agree as follows:

ARTICLE I

Definitions

SECTION 1.01. Defined Terms.  As used in this Agreement, the following terms have the meanings specified below:

“ABR”, when used in reference to any Loan or Borrowing, refers to whether such Loan, or the Loans comprising such Borrowing, are bearing interest at a rate determined by reference to the Alternate Base Rate.

“Acquisition Documents” means the Merger Agreement, the other agreements to be entered into in connection with the Merger, all schedules, exhibits and annexes to each of the foregoing and all side letters, instruments and agreements affecting the terms of any of the foregoing or entered into in connection therewith.

“Additional Lender” has the meaning set forth in Section 2.20.

“Additional Senior Debt” means unsecured Indebtedness of the Borrower that (a) does not have a stated maturity date prior to the date that is 180 days after the Tranche B Maturity Date, (b) does not require any scheduled payment of principal (including pursuant to a sinking fund obligation) or amortization prior to the date that is 180 days after the Tranche B Maturity Date, (c) contains terms (including covenants, events of default, remedies, redemption provisions and sinking fund provisions, but excluding interest rate and redemption premiums) no less favorable to the Lenders than the terms of the Senior Notes and (d) bears a market rate of interest as determined by the Borrower’s Board of Directors, provided that (i) the Borrower and the Subsidiaries are in compliance on a Pro Forma Basis with the Financial Performance Covenants recomputed as of the last day of the most recently ended fiscal quarter of the Borrower for which financial statements are available and (ii) the Borrower has delivered to the Administrative Agent an officer’s certificate to such effect, together with all relevant financial information reasonably requested by the Administrative Agent.

“Additional Subordinated Debt” means unsecured Indebtedness of the Borrower that (a) does not have a stated maturity date prior to the date that is 180 days after the Tranche B Maturity Date, (b) does not require any scheduled payment of principal (including pursuant to a sinking fund obligation) or amortization prior to the date that is 180 days after the Tranche B Maturity Date, (c) is subordinated to the Obligations on terms no less favorable to the Lenders than the terms of the Senior Subordinated Notes, (d) contains terms (including covenants, events of default, remedies, redemption provisions and sinking fund provisions, but excluding interest rate and redemption premiums) no less favorable to the Lenders than the terms of the Senior

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Subordinated Notes and (e) bears a market rate of interest as determined by the Borrower’s Board of Directors, provided that (i) the Borrower and the Subsidiaries are in compliance on a Pro Forma Basis with the Financial Performance Covenants recomputed as of the last day of the most recently ended fiscal quarter of the Borrower for which financial statements are available and (ii) the Borrower has delivered to the Administrative Agent an officer’s certificate to such effect, together with all relevant financial information reasonably requested by the Administrative Agent.

“Adjusted LIBO Rate” means, with respect to any Eurodollar Borrowing for any Interest Period, an interest rate per annum (rounded upwards, if necessary, to the next 1/16 of 1%) equal to (a) the LIBO Rate for such Interest Period multiplied by (b) the Statutory Reserve Rate.

“Administrative Agent” means JPMorgan Chase Bank, in its capacity as administrative agent for the Lenders under the Loan Documents.

“Administrative Questionnaire” means an administrative questionnaire in a form supplied by the Administrative Agent.

“Affiliate” means, with respect to a specified Person, any other Person that directly, or indirectly through one or more intermediaries, Controls, is Controlled by or is under common Control with the Person specified.

“Affiliated Practice” means any physician practice entity that is a party to, or employs, is owned by or whose member or members are physicians who are party to, a Management Services Agreement.

“Agents” means the Administrative Agent, the Collateral Agent, the Syndication Agent and the Documentation Agent.

“Agreement” means this Credit Agreement, as the same may be renewed, extended, modified, supplemented or amended from time to time.

“Alternate Base Rate” means, for any day, a rate per annum equal to the greater of (a) the Prime Rate in effect on such day and (b) the Federal Funds Effective Rate in effect on such day plus ½ of 1%.  Any change in the Alternate Base Rate due to a change in the Prime Rate or the Federal Funds Effective Rate shall be effective from and including the effective date of such change in the Prime Rate or the Federal Funds Effective Rate, respectively.

“Applicable Percentage” means, with respect to any Revolving Lender, the percentage of the aggregate Revolving Commitments represented by such Lender’s Revolving Commitment.  If the Revolving Commitments have terminated or expired, the Applicable Percentages shall be determined based upon the Revolving Commitments most recently in effect, giving effect to any assignments that occur thereafter.

“Applicable Rate” means, for any day with respect to (a) any ABR Loan or Eurodollar Loan that is a Revolving Loan, (b) any ABR Loan or Eurodollar Loan that

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is a Tranche B Term Loan or (c) the commitment fees payable hereunder in respect of the Revolving Commitments, as applicable, the applicable rate per annum set forth below under the caption “Revolving Loan ABR Spread”, “Revolving Loan Eurodollar Spread”, “Tranche B Term Loan ABR Spread”, “Tranche B Term Loan Eurodollar Spread” or “Commitment Fee Rate”, as applicable, in each case, based upon the Leverage Ratio as of the most recent determination date, provided that until the delivery to the Administrative Agent, pursuant to Section 5.01, of the Borrower’s consolidated financial information for the Borrower’s fiscal year ended December 31, 2004, the “Applicable Rate” for purposes of clauses (a), (b) and (c) above shall be the applicable rate per annum set forth below in Category 1:

Leverage Ratio:	Revolving Loan ABR Spread		Revolving Loan Eurodollar Spread		Tranche B Term Loan ABR Spread		Tranche B Term Loan Eurodollar Spread		Commitment Fee Rate
Category 1 Greater than 4.00 to 1.00	1.50	%	2.50	%	1.75	%	2.75	%	0.50	%
Category 2 Equal to or less than 4.00 to 1.00 but greater than or equal to 3.75 to 1.00	1.25	%	2.25	%	1.75	%	2.75	%	0.50	%
Category 3  Less than 3.75 to 1.00 but greater than 3.50 to 1.00	1.25	%	2.25	%	1.50	%	2.50	%	0.50	%
Category 4 Less than or equal to 3.50 to 1.00 but greater than 3.25 to 1.00	1.00	%	2.00	%	1.50	%	2.50	%	0.50	%
Category 5 Less than or equal to 3.25 to 1.00	0.75	%	1.75	%	1.50	%	2.50	%	0.375	%

For purposes of the foregoing, (a) the Leverage Ratio shall be determined as of the end of each fiscal quarter of the Borrower based upon the Borrower’s consolidated financial statements delivered pursuant to Section 5.01(a) or (b) and (b) each change in the Applicable Rate resulting from a change in the Leverage Ratio shall be effective during the period commencing on and including the date of delivery to the Administrative Agent of such consolidated financial statements indicating such change and ending on the date immediately preceding the effective date of the next such change, provided that the Leverage Ratio shall be deemed to be in Category 1 (i) at any time that an Event of Default has occurred and is continuing or (ii) at the option of the Administrative Agent or at the request of the Required Lenders if the Borrower fails to deliver the consolidated financial statements required to be delivered by it pursuant to

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Section 5.01(a) or (b), during the period from the expiration of the time for delivery thereof until such consolidated financial statements are delivered.

“Approved Fund” has the meaning assigned to such term in Section 9.04.

“Assignment and Assumption” means an assignment and assumption entered into by a Lender and an assignee (with the consent of any party whose consent is required by Section 9.04), and accepted by the Administrative Agent, in the form of Exhibit A or any other form approved by the Administrative Agent.

“Available Amount” means, on any date after January 1, 2006, an amount determined on a cumulative basis equal to the amount of the Borrower’s Portion of Excess Cash Flow for all fiscal years ending after January 1, 2005, that has not been used to make a Restricted Payment pursuant to clause (x) of Section 6.08.

“Board” means the Board of Governors of the Federal Reserve System of the United States of America.

“Borrower” means US Oncology, Inc., a Delaware corporation.

“Borrower’s Portion of Excess Cash Flow” means, on any date after January 1, 2005, the portion of Excess Cash Flow for the immediately preceding full fiscal year of the Borrower for which financial statements have been delivered pursuant to Section 5.01 that has not been, or is not required to be, applied to prepay Loans pursuant to Section 2.11(d).

“Borrowing” means (a) Loans of the same Class and Type, made, converted or continued on the same date and, in the case of Eurodollar Loans, as to which a single Interest Period is in effect, or (b) a Swingline Loan.

“Borrowing Request” means a request by the Borrower for a Borrowing in accordance with Section 2.03, provided that a written Borrowing Request shall be substantially in the form of Exhibit E, or such other form as shall be approved by the Administrative Agent.

“Business Day” means any day that is not a Saturday, Sunday or other day on which commercial banks in New York City are authorized or required by law to remain closed, provided that when used in connection with a Eurodollar Loan, the term “Business Day” shall also exclude any day on which banks are not open for dealings in dollar deposits in the London interbank market.

“Capital Expenditures” means, for any period, (a) the additions to property, plant and equipment and other capital expenditures of the Borrower, the Subsidiaries and Permitted Joint Ventures that are (or would be) set forth in a consolidated statement of cash flows of the Borrower for such period prepared in accordance with GAAP and (b) Capital Lease Obligations incurred by the Borrower and the Subsidiaries during such period, provided that Capital Expenditures shall not include (i) expenditures to the extent they are made with the Net Proceeds of the issuance of

6

Permitted Securities or Qualified Sponsor Notes, (ii) investments that constitute a portion of the purchase price of a Permitted Acquisition, (iii) expenditures that constitute a reinvestment of the Net Proceeds of any event described in clause (a) or (b) of the term “Prepayment Event”, to the extent permitted by Section 2.11(c), (iv) the purchase price of equipment purchased during such period to the extent the consideration therefor consists of any combination of (x) used or surplus equipment traded-in at the time of such purchase and (y) the proceeds of a concurrent sale of used or surplus equipment and (v) expenditures of any Permitted Hospital Joint Venture in excess of the product of (x) the expenditures for such Permitted Hospital Joint Venture calculated as set forth in clauses (a) and (b) above and (y) the Borrower’s or its Subsidiaries’ percentage ownership of the equity interests in such Permitted Hospital Joint Venture.

“Capital Lease Obligations” of any Person means the obligations of such Person to pay rent or other amounts under any lease of (or other arrangement conveying the right to use) real or personal property, or a combination thereof, which obligations are required to be classified and accounted for as capital leases on a balance sheet of such Person under GAAP, and the amount of such obligations shall be the capitalized amount thereof determined in accordance with GAAP.

“Change in Control” means (a) the acquisition of record ownership by any Person other than Holdings of any Equity Interests in the Borrower, (b) prior to an IPO, the failure by the Permitted Investors to own, directly or indirectly, beneficially or of record, Equity Interests in Holdings representing at least 51% of the aggregate ordinary voting power represented by the issued and outstanding Equity Interests in Holdings, (c) after an IPO, (i) the acquisition of ownership, directly or indirectly, beneficially or of record, by any Person or group (within the meaning of the Securities Exchange Act of 1934, as amended, and the rules of the SEC thereunder as in effect on the date hereof) of Equity Interests in Holdings representing more than 35% of the aggregate ordinary voting power represented by the issued and outstanding Equity Interests in Holdings and (ii) the ownership, directly or indirectly, beneficially or of record, by the Permitted Investors of Equity Interests in Holdings representing in the aggregate a lesser percentage of the aggregate ordinary voting power represented by the issued and outstanding Equity Interests in Holdings than such Person or group, (d) occupation of a majority of the seats (other than vacant seats) on the Board of Directors of Holdings by Persons who were not (i) nominated by the Board of Directors of Holdings, (ii) appointed by directors so nominated or (iii) nominated by the Permitted Investors or (e) the occurrence of a “Change of Control”, as defined in any of the Notes Documents, any indenture or other instrument, agreement or other document evidencing or governing the Qualified Sponsor Notes or any certificate of designations relating to the Qualified Preferred Stock.

“Change in Law” means (a) the adoption of any law, rule or regulation after the date of this Agreement, (b) any change in any law, rule or regulation or in the interpretation or application thereof by any Governmental Authority after the date of this Agreement or (c) compliance by any Lender or the Issuing Bank (or, for purposes of Section 2.15(b), by any lending office of such Lender or by such Lender’s or the Issuing Bank’s holding company, if any) with any request, guideline or directive (whether or not

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having the force of law) of any Governmental Authority made or issued after the date of this Agreement.

“Class”, when used in reference to any Loan or Borrowing, refers to whether such Loan, or the Loans comprising such Borrowing, are Revolving Loans, Tranche B Term Loans or Swingline Loans and, when used in reference to any Commitment, refers to whether such Commitment is a Revolving Commitment or a Tranche B Commitment.

“CLO” has the meaning assigned to such term in Section 9.04.

“Code” means the Internal Revenue Code of 1986 and the rules and regulations promulgated thereunder, as amended from time to time.

“Collateral” means any and all “Collateral”, as defined in any applicable Security Document.

“Collateral Agent” means JPMorgan Chase Bank, in its capacity as collateral agent for the Lenders under this Agreement and any Security Document.

“Collateral Agreement” means the Guarantee and Collateral Agreement among the Loan Parties and the Collateral Agent, substantially in the form of Exhibit C.

“Collateral and Guarantee Requirement” means the requirement that:

(a) the Collateral Agent shall have received from each Loan Party either (i) a counterpart of the Collateral Agreement duly executed and delivered on behalf of such Loan Party or (ii) in the case of any Person that becomes a Loan Party after the Effective Date, a supplement to the Collateral Agreement, in the form specified therein, duly executed and delivered on behalf of such Loan Party;

(b) all outstanding Equity Interests of (i) the Borrower and (ii) each Subsidiary owned directly by any Loan Party shall have been pledged pursuant to the Collateral Agreement (except that the Loan Parties shall not be required to pledge more than 65% of the outstanding voting Equity Interests of any Foreign Subsidiary) and the Collateral Agent shall have received certificates or other instruments representing all such Equity Interests, together with undated stock powers or other instruments of transfer with respect thereto endorsed in blank;

(c) all Indebtedness of Holdings, the Borrower and each Subsidiary that is owing to any Loan Party shall be evidenced by a promissory note and shall have been pledged pursuant to the Collateral Agreement, and the Collateral Agent shall have received all such promissory notes, together with undated instruments of transfer with respect thereto endorsed in blank;

(d) all documents and instruments, including Uniform Commercial Code financing statements, required by law or reasonably requested by the Collateral Agent to be filed, registered or recorded to create the Liens intended to be created

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by the Collateral Agreement and perfect such Liens to the extent required by the Collateral Agreement, shall have been filed, registered or recorded or delivered to the Collateral Agent for filing, registration or recording;

(e) the Collateral Agent shall have received (i) counterparts of a Mortgage with respect to each Mortgaged Property duly executed and delivered by the record owner of such Mortgaged Property, (ii) a policy or policies of title insurance issued by a nationally recognized title insurance company insuring the Lien of each such Mortgage as a valid first-priority Lien on the Mortgaged Property described therein, free of any other Liens except as expressly permitted by Section 6.02, together with such endorsements, coinsurance and reinsurance as the Collateral Agent or the Required Lenders may reasonably request, and (iii) such surveys, appraisals, legal opinions and other documents as the Collateral Agent or the Required Lenders may reasonably request with respect to any such Mortgage or Mortgaged Property; and

(f) each Loan Party shall have obtained all material consents and approvals required to be obtained by it in connection with the execution and delivery of all Security Documents to which it is a party, the performance of its obligations thereunder and the granting by it of the Liens thereunder.

Notwithstanding anything to the contrary in this Agreement or any Security Document, no Loan Party shall be required to pledge or grant security interests in particular assets if, in the reasonable judgment of the Administrative Agent or the Collateral Agent, the costs of creating or perfecting such pledges or security interests in such assets (including any mortgage, stamp, intangibles or other tax) are excessive in relation to the benefits to the Lenders therefrom.

“Commitment” means a Revolving Commitment, a Tranche B Commitment, any Commitment in respect of an Incremental Extension of Credit or any combination thereof (as the context requires).

“Consolidated Cash Interest Expense” means, for any period, the excess of (a) the sum of (i) the interest expense (including imputed interest expense in respect of Capital Lease Obligations) of Holdings, the Borrower and the Subsidiaries for such period, determined on a consolidated basis in accordance with GAAP, (ii) any interest accrued during such period in respect of Indebtedness of Holdings, the Borrower or any Subsidiary that is required to be capitalized rather than included in such consolidated interest expense for such period in accordance with GAAP (less the amount of such capitalized interest that is included in Capital Expenditures in accordance with GAAP), plus (iii) any cash payments made during such period in respect of obligations referred to in clause (b)(ii) below that were amortized or accrued in a previous period, minus (b) the sum of (i) to the extent included in such consolidated interest expense for such period, non-cash amounts attributable to amortization or write-off of financing costs paid in a previous period, plus (ii) to the extent included in such consolidated interest expense for such period, non-cash amounts attributable to amortization of debt discounts, capitalized interest or accrued interest payable in kind for such period.  For purposes of determining

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Consolidated Cash Interest Expense, (a) Consolidated Cash Interest Expense for the period of four consecutive fiscal quarters ending on December 31, 2004, shall be equal to the product of (i) Consolidated Cash Interest Expense for the fiscal quarter ending on December 31, 2004, and (ii) four, (b) Consolidated Cash Interest Expense for the period of four consecutive fiscal quarters ending on March 31, 2005, shall be equal to the product of (i) Consolidated Cash Interest Expense for the two consecutive fiscal quarters ending on March 31, 2005, and (ii) two and (c) Consolidated Cash Interest Expense for the period of four consecutive fiscal quarters ending on June 30, 2005, shall be equal to the product of (i) Consolidated Cash Interest Expense for the three consecutive fiscal quarters ending on June 30, 2005, and (ii) a fraction, the numerator of which is four and the denominator of which is three.

“Consolidated EBITDA” means, for any period, Consolidated Net Income for such period plus (a) without duplication and to the extent deducted in determining such Consolidated Net Income for such period, the sum of (i) consolidated interest expense of the Borrower and the Subsidiaries for such period, (ii) (A) consolidated income tax expense of the Borrower and the Subsidiaries for such period and (B) income tax expense of Holdings for such period to the extent paid in such period using the proceeds of Restricted Payments made by the Borrower pursuant to clause (v) of Section 6.08(a), (iii) all amounts attributable to depreciation and amortization expense of the Borrower and the Subsidiaries for such period, (iv) any non-cash charges for such period (but excluding (A) any non-cash charge in respect of an item that was included in Consolidated Net Income in a prior period and (B) any non-cash charge that relates to the write-down or write-off of inventory), (v) any non-recurring fees, cash charges and other cash expenses (including severance, employee relocation and facilities closing costs) made or incurred by the Borrower and the Subsidiaries in connection with the Transactions that are paid or otherwise accounted for within 180 days of the consummation of the Transactions in an amount not to exceed the Transaction Costs, (vi)(A) any non-recurring fees, cash charges and other cash expenses (including severance, employee relocation and facilities closing costs) made or incurred by the Borrower and the Subsidiaries in connection with any Permitted Acquisition that are paid or otherwise accounted for within 180 days of such Permitted Acquisition and (B) extraordinary cash losses, provided that the aggregate amount of fees, expenses and charges added pursuant to this clause (vi) shall not exceed $10,000,000 in the aggregate during the term of this Agreement, (vii)(A) any non-recurring fees, cash charges and cost expenses incurred in connection with the issuance of Equity Interests or Indebtedness or the extinguishment of Indebtedness and (B) charges resulting from inventory-related purchase accounting adjustments directly resulting from the Transactions, provided that the aggregate amount of fees, expenses and charges added pursuant to this clause (vii) shall not exceed $5,000,000 in the aggregate during the term of this Agreement, (vii) other cash expenses incurred during such period in connection with a Permitted Acquisition to the extent that such expenses are reimbursed in cash during such period pursuant to indemnification provisions of any agreement relating to such Permitted Acquisition and (viii) cash expenses incurred during such period in connection with extraordinary casualty events to the extent such expenses are reimbursed in cash by insurance during such period minus (b) without duplication and to the extent included in determining such Consolidated Net Income, (i) any cash payments made during such

10

period in respect of non-cash charges described in clause (a)(iv) taken in a prior period and (ii) any extraordinary gains and any non-cash items of income for such period, all determined on a consolidated basis in accordance with GAAP and (c) (without duplication) plus unrealized losses and minus unrealized gains in each case in respect of Swap Agreements, as determined in accordance with GAAP , provided that solely with respect to calculation of the Leverage Ratio, “Consolidated EBITDA” shall give pro forma effect to each Permitted Acquisition and Material Disposition permitted by Section 6.05 as if such Permitted Acquisition or Material Disposition had occurred on the first day of the four consecutive fiscal quarter period for which such calculation is being made (including cost savings to the extent such cost savings would be permitted to be reflected in pro forma financial information complying with the requirements of GAAP and Article XI of Regulation S-X under the Securities Act of 1933, as amended, as interpreted by the Staff of the SEC, and as certified by a Financial Officer).

“Consolidated Net Income” means, for any period, the net income or loss of the Borrower and the Subsidiaries for such period determined on a consolidated basis in accordance with GAAP (adjusted to reflect any charge, tax or expense incurred or accrued by Holdings during such period as though such charge, tax or expense had been incurred by the Borrower, to the extent that the Borrower has made or is permitted under the Loan Documents to make any payment to or for the account of Holdings in respect thereof), provided that there shall be excluded from Consolidated Net Income (a) the income of any Subsidiary to the extent that the declaration or payment of dividends or other distributions by such Subsidiary of that income is not at the time permitted by a Requirement of Law or any agreement or instrument applicable to such Subsidiary, except to the extent of the amount of cash dividends or other cash distributions actually paid to the Borrower or any Subsidiary during such period (unless the income of the Subsidiary receiving such dividend or distribution would be excluded from Consolidated Net Income pursuant to this proviso), (b) the income or loss of any Person accrued prior to the date it becomes a Subsidiary or is merged into or consolidated with the Borrower or any Subsidiary or the date that such Person’s assets are acquired by the Borrower or any Subsidiary and (c) any gains or losses attributable to sales of assets out of the ordinary course of business, provided, further, that, notwithstanding the foregoing, the income of any Permitted Joint Venture shall be included in Consolidated Net Income during any four-quarter period to the extent of the amount of cash dividends or other cash distributions of such income actually paid to the Borrower or any Subsidiary prior to the date financial statements are required to be delivered pursuant to Section 5.01(a) or (b) for the most recent fiscal period (unless the income of the Subsidiary receiving such dividend or distribution would be excluded from Consolidated Net Income pursuant to this proviso).

“Consolidated Tangible Assets” means, as of any date, the total assets of the Borrower and the Subsidiaries determined in accordance with GAAP (less, to the extent not deducted in the determination of total assets, accumulated depreciation and amortization, allowances for doubtful receivables, other applicable reserves and other properly deductible items) after giving effect to purchase accounting and, after deducting therefrom, to the extent otherwise included, the amounts of (without duplication): (a) the excess of cost over fair market value of real property; (b) any revaluation or other

11

write-up in book value of assets subsequent to the last day of the fiscal quarter of the Borrower immediately preceding the Effective Date as a result of any change in the method of valuation in accordance with GAAP; (c) unamortized debt discount and expenses and other unamortized deferred charges, goodwill, patents, trademarks, service marks, trade names, copyrights, licenses, organization or developmental expenses, Management Services Agreements and other intangible items; (d) minority interests in Subsidiaries held by Persons other than the Borrower or any Subsidiary; (e) treasury stock; (f) cash or securities set aside and held in a sinking or other analogous fund established for the purpose of redemption or other retirement of Equity Interests; and (g) investments in (and, for the avoidance of doubt, assets of) Permitted Joint Ventures.

“Control” means the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of a Person, whether through the ability to exercise voting power, by contract or otherwise.  “Controlling” and “Controlled” have meanings correlative thereto.

“Debt Tender Offer” has the meaning set forth in the preamble to this Agreement.

“Default” means any event or condition that constitutes an Event of Default or which upon notice, lapse of time or both would, unless cured or waived, become an Event of Default.

“Disclosed Matters” means the actions, suits and proceedings and the environmental matters disclosed in Schedule 3.06.

“dollars” or “$” refers to lawful money of the United States of America.

“Domestic Subsidiary” means any Subsidiary incorporated or organized under the laws of the United States of America, any State thereof or the District of Columbia.

“Effective Date” means the date on which the conditions specified in Section 4.01 are satisfied (or waived in accordance with Section 9.02).

“Environmental Laws” means all laws, rules, regulations, codes, ordinances, orders, decrees, judgments, injunctions, notices or binding agreements issued, promulgated or entered into by or with any Governmental Authority, relating in any way to the environment, preservation or reclamation of natural resources, the presence, management, Release or threatened Release of any Hazardous Material, or to health and safety matters.

“Environmental Liability” means liabilities, obligations, damages, claims, actions, suits, judgments, orders, fines, penalties, fees, expenses and costs, (including administrative oversight costs, natural resource damages and medical monitoring, investigation or remediation costs), whether contingent or otherwise, arising out of or relating to (a) compliance or non-compliance with any Environmental Law, (b) the generation, use, handling, transportation, storage, treatment or disposal of any Hazardous

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Materials, (c) exposure to any Hazardous Materials, (d) the Release or threatened Release of any Hazardous Materials or (e) any contract, agreement or other consensual arrangement pursuant to which liability is assumed or imposed with respect to any of the foregoing.

“Equity Contribution” has the meaning set forth in the preamble to this Agreement.

“Equity Interests” means shares of capital stock, partnership interests, membership interests in a limited liability company, beneficial interests in a trust or other equity ownership interests in a Person, and any warrants, options or other rights entitling the holder thereof to purchase or acquire any such equity interest from the issuer thereof.

“ERISA” means the Employee Retirement Income Security Act of 1974 and the regulations promulgated thereunder, as amended from time to time.

“ERISA Affiliate” means any trade or business (whether or not incorporated) that, together with the Borrower, is treated as a single employer under Section 414 of the Code.

“ERISA Event” means (a) any “reportable event”, as defined in Section 4043 of ERISA or the regulations issued thereunder with respect to a Plan (other than an event for which the 30 day notice period is waived), (b) the existence with respect to any Plan of an “accumulated funding deficiency” (as defined in Section 412 of the Code or Section 302 of ERISA), whether or not waived, (c) the filing pursuant to Section 412(d) of the Code or Section 303(d) of ERISA of an application for a waiver of the minimum funding standard with respect to any Plan, (d) the incurrence by the Borrower or any of its ERISA Affiliates of any liability under Title IV of ERISA with respect to the termination of any Plan, (e) the receipt by the Borrower or any ERISA Affiliate from the PBGC or a plan administrator of any notice relating to an intention to terminate any Plan or Plans or to appoint a trustee to administer any Plan, (f) the incurrence by the Borrower or any of its ERISA Affiliates of any liability with respect to the withdrawal or partial withdrawal from any Plan or Multiemployer Plan or (g) the receipt by the Borrower or any ERISA Affiliate of any notice, or the receipt by any Multiemployer Plan from the Borrower or any ERISA Affiliate of any notice, concerning the imposition of Withdrawal Liability or a determination that a Multiemployer Plan is, or is expected to be, insolvent or in reorganization, within the meaning of Title IV of ERISA.

“Eurodollar”, when used in reference to any Loan or Borrowing, refers to whether such Loan, or the Loans comprising such Borrowing, are bearing interest at a rate determined by reference to the Adjusted LIBO Rate.

“Event of Default” has the meaning assigned to such term in Section 7.01.

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“Excess Cash Flow” means, for any fiscal year, the sum (without duplication) of:

(a) Consolidated Net Income for such fiscal year, adjusted to exclude any gains or losses attributable to Prepayment Events; plus

(b) depreciation, amortization and other non-cash charges or losses (including deferred income taxes) deducted in determining such Consolidated Net Income for such fiscal year; plus

(c) the amount, if any, by which Net Working Capital decreased during such fiscal year (except as a result of reclassification of items from short-term to long-term); minus

(d) the sum of (i) any non-cash gains or non-cash items of income included in determining Consolidated Net Income for such fiscal year plus (ii) the amount, if any, by which Net Working Capital increased during such fiscal year (except as a result of reclassification of items from long-term to short-term); minus

(e) the sum of (i) Capital Expenditures actually made by the Borrower and the Subsidiaries for such fiscal year (except to the extent attributable to the incurrence of Capital Lease Obligations or otherwise financed by incurring Long-Term Indebtedness) plus (ii) cash consideration paid during such fiscal year to make acquisitions (including Permitted Acquisitions) or other capital investments or to make any investment permitted by clause (xv) or (xvi) of Section 6.04 (except to the extent financed by incurring Long-Term Indebtedness); minus

(f) the aggregate principal amount of Long-Term Indebtedness repaid or prepaid by the Borrower and its consolidated Subsidiaries during such fiscal year, excluding (i) Indebtedness in respect of Revolving Loans and Letters of Credit (unless there is a corresponding reduction in the aggregate Revolving Commitments), (ii) Tranche B Term Loans prepaid pursuant to Section 2.11(c) or (d), and (iii) repayments or prepayments of Long-Term Indebtedness financed by incurring other Long-Term Indebtedness; minus

(g) the amount of Restricted Payments made by a Loan Party in such fiscal year pursuant to clause (iii) of Section 6.08(a); minus

(h) cash Taxes paid in such fiscal year that did not reduce Consolidated Net Income for such fiscal year; minus

(i) cash payments made during such fiscal year in respect of non-cash charges that increased Excess Cash Flow in any prior fiscal year.

“Excluded Taxes” means, with respect to the Administrative Agent, any Lender, the Issuing Bank or any other recipient of any payment to be made by or on account of any obligation of the Borrower hereunder, (a) income or franchise taxes

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imposed on (or measured by) its net income by the United States of America, or by the jurisdiction under the laws of which such recipient is organized or in which its principal office is located or, in the case of any Lender, in which its applicable lending office is located, (b) any branch profits taxes imposed by the United States of America or any similar tax imposed by any other jurisdiction described in clause (a) above, (c) in the case of a Foreign Lender (other than an assignee pursuant to a request by the Borrower under Section 2.19(b)), any withholding tax that is in effect and would apply to amounts payable to such Foreign Lender at the time such Foreign Lender becomes a party to this Agreement (or designates a new lending office), except to the extent that such Foreign Lender (or its assignor, if any) was entitled, at the time of designation of a new lending office (or assignment), to receive additional amounts from the Borrower with respect to any withholding tax pursuant to Section 2.17(a) and (d) any withholding tax that is attributable to a Foreign Lender’s failure to comply with Section 2.17(e).

“Existing Credit Agreement” has the meaning set forth in the preamble to this Agreement.

“Existing Extension of Credit” has the meaning assigned to such term in Section 2.20.

“Existing Lender” has the meaning assigned to such term in Section 2.20.

“Existing Letter of Credit” means each letter of credit previously issued for the account of the Borrower pursuant to the Existing Credit Agreement that (a) is outstanding on the Effective Date and (b) is listed on Schedule 2.05.

“Existing Senior Subordinated Notes” has the meaning set forth in the preamble to this Agreement.

“Existing Senior Subordinated Notes Documents” means the Existing Senior Subordinated Notes Indenture and all other instruments, agreements and other documents evidencing or governing the Existing Senior Subordinated Notes or providing for any Guarantee or other right in respect thereof.

“Existing Senior Subordinated Notes Indenture” has the meaning set forth in the preamble to this Agreement.

“Existing Synthetic Lease Facility” has the meaning set forth in the preamble to this Agreement.

“Federal Funds Effective Rate” means, for any day, the weighted average (rounded upwards, if necessary, to the next 1/100 of 1%) of the rates on overnight Federal funds transactions with members of the Federal Reserve System arranged by Federal funds brokers, as published on the next succeeding Business Day by the Federal Reserve Bank of New York, or, if such rate is not so published for any day that is a Business Day, the average (rounded upwards, if necessary, to the next 1/100 of 1%) of the quotations for such day for such transactions received by the Administrative Agent from three Federal funds brokers of recognized standing selected by it.

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“Financial Officer” means the chief financial officer, principal accounting officer, treasurer or controller of the Borrower.

“Financial Performance Covenants” means the covenants of the Borrower set forth in Sections 6.12 and 6.13.

“Foreign Lender” means any Lender that is organized under the laws of a jurisdiction other than that in which the Borrower is located.  For purposes of this definition, the United States of America, each State thereof and the District of Columbia shall be deemed to constitute a single jurisdiction.

“Foreign Subsidiary” means any Subsidiary that is not a Domestic Subsidiary.

“Funded Debt” means, as of any date, the sum of (i) the aggregate principal amount of Tranche B Term Loans outstanding on such date, (ii) the aggregate principal amount of the Senior Notes outstanding on such date, (iii) the aggregate principal amount of the Senior Subordinated Notes outstanding on such date, (iv) the aggregate principal amount of the Physician Notes outstanding on such date and (v) the aggregate principal amount of the Existing Senior Subordinated Notes outstanding on such date.

“GAAP” means generally accepted accounting principles in the United States of America, as in effect from time to time.

“Governmental Authority” means the government of the United States of America, any other nation or any political subdivision thereof, whether state or local, and any agency, authority, instrumentality, regulatory body, court, central bank or other entity exercising executive, legislative, judicial, taxing, regulatory or administrative powers or functions of or pertaining to government.

“Government Programs” means (i) the Medicare and Medicaid Programs, (ii) the United States Department of Defense Civilian Health Program for Uniformed Services and (iii) other similar foreign or domestic Federal, state or local reimbursement or governmental health care programs.

“Guarantee” of or by any Person (the “guarantor”) means any obligation, contingent or otherwise, of the guarantor guaranteeing or having the economic effect of guaranteeing any Indebtedness or other obligation of any other Person (the “primary obligor”) in any manner, whether directly or indirectly, and including any obligation of the guarantor, direct or indirect, (a) to purchase or pay (or advance or supply funds for the purchase or payment of) such Indebtedness or other obligation or to purchase (or to advance or supply funds for the purchase of) any security for the payment thereof, (b) to purchase or lease property, securities or services for the purpose of assuring the owner of such Indebtedness or other obligation of the payment thereof, (c) to maintain working capital, equity capital or any other financial statement condition or liquidity of the primary obligor so as to enable the primary obligor to pay such Indebtedness or other obligation or (d) as an account party or applicant in respect of any letter of credit or letter

16

of guaranty issued to support such Indebtedness or obligation, provided that the term Guarantee shall not include endorsements for collection or deposit in the ordinary course of business.  The amount of any Guarantee of any guaranteeing person shall be deemed to be the lower of (a) an amount equal to the stated or determinable amount of the primary obligation in respect of which the Guarantee is made and (b) the maximum amount for which such guaranteeing person may be liable pursuant to the terms of the instrument embodying such Guarantee.

“Hazardous Materials” means all explosive, radioactive, infectious, chemical, biological, medical, hazardous or toxic materials, substances, wastes or other pollutants, including petroleum or petroleum byproducts, asbestos or asbestos-containing materials, polychlorinated biphenyls, radon gas and all other materials, substances or wastes of any nature regulated pursuant to any Environmental Law.

“Holdings” means US Oncology Holdings, Inc., a Delaware corporation.

“Inactive Subsidiary” means a Subsidiary that (a) conducts no business operations, (b) has total assets with a fair market value of not more than $10,000 and (c) has no Indebtedness outstanding.

“Incremental Extensions of Credit” has the meaning set forth in Section 2.20.

“Incremental Facility Amendment” has the meaning set forth in Section 2.20.

“Incremental Facility Closing Date” has the meaning set forth in Section 2.20.

“Indebtedness” of any Person means, without duplication, (a) all obligations of such Person for borrowed money or with respect to deposits or advances of any kind, (b) all obligations of such Person evidenced by bonds, debentures, notes or similar instruments, (c) all obligations of such Person upon which interest charges are customarily paid, (d) all obligations of such Person under conditional sale or other title retention agreements relating to property acquired by such Person, (e) all obligations of such Person in respect of the deferred purchase price of property or services (excluding trade accounts payable and accrued obligations incurred in the ordinary course of business), (f) all obligations of others secured by (or for which the holder of such obligations has an existing right, contingent or otherwise, to be secured by) any Lien on property owned or acquired by such Person, whether or not the obligations secured thereby have been assumed, but limited, in the event such secured obligations are non-recourse to such Person, to the fair value of such property, (g) all Guarantees by such Person of the obligations of any other Person, (h) all Capital Lease Obligations of such Person, (i) all obligations, contingent or otherwise, of such Person as an account party or applicant in respect of letters of credit and letters of guaranty and (j) all obligations, contingent or otherwise, of such Person in respect of bankers’ acceptances.  The Indebtedness of any Person shall include the Indebtedness of any other entity (including

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any partnership in which such Person is a general partner) to the extent such Person is liable therefor as a result of such Person’s ownership interest in or other relationship with such entity, except to the extent the terms of such Indebtedness provide that such Person is not liable therefor.  Notwithstanding the foregoing, in connection with any Permitted Acquisition, the term “Indebtedness” shall not include post-closing payment adjustments, earn-outs or non-compete payments to which the seller in such Permitted Acquisition is or may become entitled.

“Indemnified Taxes” means Taxes other than Excluded Taxes.

“Information Memorandum” means the Confidential Information Memorandum dated May, 2004, relating to Holdings, the Borrower and the Transactions.

“Insurance Subsidiary” means a wholly owned subsidiary of the Borrower established for the sole purpose of providing insurance benefits to the Borrower, the subsidiaries and the Affiliated Practices (including members of such Affiliated Practices).

“Interest Election Request” means a request by the Borrower to convert or continue a Revolving Borrowing or a Tranche B Term Borrowing in accordance with Section 2.07, provided that a written Interest Election Request shall be substantially in the form of Exhibit F, or such other form as shall be approved by the Administrative Agent.

“Interest Payment Date” means (a) with respect to any ABR Loan (including a Swingline Loan), the last day of each March, June, September and December and (b) with respect to any Eurodollar Loan, the last day of the Interest Period applicable to the Borrowing of which such Loan is a part and, in the case of a Eurodollar Borrowing with an Interest Period of more than three months’ duration, each day prior to the last day of such Interest Period that occurs at intervals of three months’ duration after the first day of such Interest Period.

“Interest Period” means, with respect to any Eurodollar Borrowing, the period commencing on the date of such Borrowing and ending on the numerically corresponding day in the calendar month that is one, two, three or six months thereafter (or nine or twelve months thereafter if, at the time of the relevant Borrowing, all Lenders participating therein agree to make an interest period of such duration available), as the Borrower may elect, provided that (a) if any Interest Period would end on a day other than a Business Day, such Interest Period shall be extended to the next succeeding Business Day unless such next succeeding Business Day would fall in the next calendar month, in which case such Interest Period shall end on the next preceding Business Day and (b) any Interest Period that commences on the last Business Day of a calendar month (or on a day for which there is no numerically corresponding day in the last calendar month of such Interest Period) shall end on the last Business Day of the last calendar month of such Interest Period.  For purposes hereof, the date of a Borrowing initially shall be the date on which such Borrowing is made and thereafter shall be the effective date of the most recent conversion or continuation of such Borrowing.

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“IPO” means a bona fide underwritten initial public offering of Equity Interests of Holdings after the Effective Date.

“Issuing Bank” means (a) JPMorgan Chase Bank and (b) with respect to the Existing Letters of Credit only, Wachovia Bank, National Association.  The Issuing Bank may, in its discretion, arrange for one or more Letters of Credit to be issued by Affiliates of the Issuing Bank, in which case the term “Issuing Bank” shall include any such Affiliate with respect to Letters of Credit issued by such Affiliate.

“LC Disbursement” means a payment made by the Issuing Bank pursuant to a Letter of Credit.

“LC Exposure” means, at any time, the sum of (a) the aggregate undrawn amount of all outstanding Letters of Credit at such time plus (b) the aggregate amount of all LC Disbursements that have not yet been reimbursed by or on behalf of the Borrower at such time.  The LC Exposure of any Revolving Lender at any time shall be its Applicable Percentage of the aggregate LC Exposure at such time.

“Lenders” means the Persons listed on Schedule 2.01 and any other Person that shall have become a party hereto pursuant to an Assignment and Assumption or an Incremental Facility Amendment, other than any such Person that ceases to be a party hereto pursuant to an Assignment and Assumption.  Unless the context otherwise requires, the term “Lenders” includes the Swingline Lender.

“Letter of Credit” means (a) any letter of credit issued pursuant to this Agreement and (b) each Existing Letter of Credit.

“Leverage Ratio” means, on any date, the ratio of (a) Total Indebtedness on such date to (b) Consolidated EBITDA for the period of four consecutive fiscal quarters of the Borrower ended on such date (or, if such date is not the last day of a fiscal quarter, ended on the last day of the fiscal quarter of the Borrower most recently ended prior to such date), provided that until the expiration of the fifth Business Day subsequent to the date on which financial statements are required to be delivered pursuant to Section 5.01 for the fiscal quarter of the Borrower most recently ended, if (i) Holdings issues Permitted Securities for cash or otherwise receives a cash contribution from the Sponsor, (ii) such cash is contributed by Holdings to the Borrower as a cash contribution or in exchange for common equity of the Borrower and (iii) the Borrower applies such cash to prepay Tranche B Term Loans pursuant to Section 2.11(a), then such prepayment shall be deemed to have occurred on the last day of such four-quarter period for purposes of calculating the Leverage Ratio solely for purposes of Section 6.13 provided, further that nothing in this proviso shall cure any Default that may exist until such time as the Tranche B Term Loans are prepaid as set forth in clause (iii) above.

“LIBO Rate” means, with respect to any Eurodollar Borrowing for any Interest Period, the rate appearing on Page 3750 of the Dow Jones Market Service (or on any successor or substitute page of such Service, or any successor to or substitute for such Service, providing rate quotations comparable to those currently provided on such

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page of such Service, as determined by the Administrative Agent from time to time for purposes of providing quotations of interest rates applicable to dollar deposits in the London interbank market) at approximately 11:00 a.m., London time, two Business Days prior to the commencement of such Interest Period, as the rate for dollar deposits with a maturity comparable to such Interest Period.  In the event that such rate is not available at such time for any reason, then the “LIBO Rate” with respect to such Eurodollar Borrowing for such Interest Period shall be the rate at which dollar deposits for a comparable amount and for a maturity comparable to such Interest Period are offered by the principal London office of the Administrative Agent in immediately available funds in the London interbank market at approximately 11:00 a.m., London time, two Business Days prior to the commencement of such Interest Period.

“Lien” means, with respect to any asset, (a) any mortgage, deed of trust, lien, pledge, hypothecation, encumbrance, charge or security interest in, on or of such asset or other arrangement to provide priority or preference with respect to such asset, (b) the interest of a vendor or a lessor under any conditional sale agreement, capital lease or title retention agreement (or any financing lease having substantially the same economic effect as any of the foregoing) relating to such asset and (c) in the case of securities, any purchase option, call or similar right of a third party (other than customary rights of first refusal and tag, drag and similar rights in joint venture agreements (other than any such agreement in respect of any Subsidiary or any Permitted Real Estate Joint Venture)) with respect to such securities.

“Limitation” means a revocation, suspension, termination, impairment, probation, limitation, nonrenewal, forfeiture, declaration of ineligibility, loss of status as a participating provider in any Third Party Payor Arrangement, and the loss of any other rights.

“Loan Documents” means this Agreement, the promissory notes, if any, executed and delivered pursuant to Section 2.09(e), any Incremental Facility Amendment, the Collateral Agreement and the other Security Documents.

“Loan Parties” means Holdings, the Borrower and the Subsidiary Loan Parties.

“Loans” means the loans made by the Lenders to the Borrower pursuant to this Agreement or an Incremental Facility Amendment.

“Long-Term Indebtedness” means any Indebtedness that, in accordance with GAAP, constitutes (or, when incurred, constituted) a long-term liability.

“Management Services Agreement” means any agreement (including any amendment, supplement, modification, extension, renewal, substitution or replacement thereof) between the Borrower or any Subsidiary and any Affiliated Practice or any owner, member or employee of an Affiliated Practice pursuant to which the Borrower or Subsidiary provides services to physicians or physician practices, including management

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and financial services, medical oncology services, cancer care centers and cancer research services.

“Material Adverse Effect” means a material adverse effect on (a) the business, operations, assets, liabilities, financial condition or results of operations of Holdings, the Borrower and the Subsidiaries, taken as a whole, (b) the ability of any Loan Party to perform any material obligation under any Loan Document or (c) the rights of or benefits available to the Lenders under any Loan Document.

“Material Disposition” means the sale by the Borrower or any Subsidiary of assets (including the capital stock of a Subsidiary or a business unit) for aggregate consideration (including amounts received in connection with post-closing payment adjustments, earn-outs and noncompete payments) of at least $10,000,000.

“Material Indebtedness” means Indebtedness (other than the Loans and Letters of Credit), or obligations in respect of one or more Swap Agreements, of any one or more of Holdings, the Borrower and the Subsidiaries in an aggregate principal amount exceeding $15,000,000.  For purposes of determining Material Indebtedness, the “principal amount” of the obligations of the Borrower or any Subsidiary in respect of any Swap Agreement at any time shall be the maximum aggregate amount (giving effect to any netting agreements) that the Borrower or such Subsidiary would be required to pay if such Swap Agreement were terminated at such time.

“Medicare and Medicaid Programs” means the programs established under Title XVIII and XIX of the Social Security Act and any successor programs performing similar functions.

“Merger” has the meaning set forth in the preamble to this Agreement.

“Merger Agreement” has the meaning set forth in the preamble to this Agreement.

“MergerCo” has the meaning set forth in the preamble to this Agreement.

“Merger Consideration” has the meaning set forth in the preamble to this Agreement.

“Moody’s” means Moody’s Investors Service, Inc.

“Mortgage” means a mortgage, deed of trust, assignment of leases and rents, leasehold mortgage or other security document granting a Lien on any Mortgaged Property to secure the Obligations.  Each Mortgage shall be reasonably satisfactory in form and substance to the Collateral Agent.

“Mortgaged Property” means, initially, each parcel of real property and the improvements thereto owned by a Loan Party and identified on Schedule 1.01 and includes each other parcel of real property owned by a Loan Party and improvements thereto with respect to which a Mortgage is granted pursuant to Section 5.12 or 5.13.

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“Multiemployer Plan” means a multiemployer plan as defined in Section 4001(a)(3) of ERISA.

“Net Proceeds” means, with respect to any event, (a) the cash proceeds received in respect of such event including (i) any cash received in respect of any non-cash proceeds (including any cash payments received by way of deferred payment of principal pursuant to a note or installment receivable or purchase price adjustment receivable or otherwise, but excluding any interest payments), but only as and when received, (ii) in the case of a casualty, insurance proceeds and (iii) in the case of a condemnation or similar event, condemnation awards and similar payments, net of (b) the sum of (i) all reasonable fees and out-of-pocket expenses paid to third parties (other than Affiliates) in connection with such event, (ii) in the case of a sale, transfer or other disposition of an asset (including pursuant to a sale and leaseback transaction or a casualty or a condemnation or similar proceeding), the amount of all payments required to be made as a result of such event to repay Indebtedness (other than Loans) secured by such asset or otherwise subject to mandatory prepayment as a result of such event and (iii) the amount of all taxes paid (or reasonably estimated to be payable) and the amount of any reserves established to fund liabilities reasonably estimated to be payable, in each case during the year that such event occurred or the next succeeding year and that are directly attributable to such event (as determined reasonably and in good faith by a Financial Officer), provided that no net proceeds calculated in accordance with the foregoing of less than $500,000 realized in a single transaction or series of related transactions shall constitute Net Proceeds.

“Net Working Capital” means, at any date, (a) the consolidated current assets of the Borrower and the Subsidiaries as of such date (excluding cash, Permitted Investments) minus (b) the consolidated current liabilities of the Borrower and the Subsidiaries as of such date (excluding current liabilities in respect of Indebtedness).  Net Working Capital at any date may be a positive or negative number.  Net Working Capital increases when it becomes more positive or less negative and decreases when it becomes less positive or more negative.

“Notes Documents” means the Senior Notes Documents and the Senior Subordinated Notes Documents.

“Obligations” has the meaning assigned to such term in the Collateral Agreement.

“Other Taxes” means any and all present or future recording, stamp, documentary, excise, transfer, sales, property or similar taxes, charges or levies of the United States or any political subdivision thereof arising from any payment made under any Loan Document or from the execution, delivery or enforcement of, or from the filing or recording of or otherwise with respect to the exercise by the Administrative Agent of the Lender of their rights under, any Loan Document.

“Participant” has the meaning set forth in Section 9.04.

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“PBGC” means the Pension Benefit Guaranty Corporation referred to and defined in ERISA and any successor entity performing similar functions.

“Perfection Certificate” means a certificate in the form of Exhibit D or any other form approved by the Collateral Agent.

“Permitted Acquisitions” means any acquisition by the Borrower or any  wholly owned Subsidiary Loan Party of all the outstanding Equity Interests (other than directors’ qualifying shares) in, all or substantially all the assets of, or all or substantially all the assets constituting a division or line of business of, a Person if (a) such acquisition was not preceded by, or consummated pursuant to, a hostile offer (including a proxy contest), (b) such Person is organized under the laws of, and substantially all of its assets are located in, the United States of America, any State thereof or the District of Columbia, (c) no Default has occurred and is continuing or would result therefrom, (d) after giving effect to such acquisition, there shall be at least $35,000,000 of aggregate unused and available Revolving Commitments, (e) such acquisition and all transactions related thereto are consummated in accordance with all applicable laws, (f) all actions required to be taken with respect to such acquired or newly formed Subsidiary or assets under Sections 5.12 and 5.13 shall have been taken (or shall be taken promptly thereafter), (g) the Borrower and the Subsidiaries are in compliance on a Pro Forma Basis with the Financial Performance Covenants recomputed as of the last day of the most recently ended fiscal quarter of the Borrower for which financial statements are available, (h) the business of such Person or such assets, as applicable, constitute a business permitted by Section 6.03(b) and (i) the Borrower has delivered to the Administrative Agent an officer’s certificate to the effect set forth in clauses (a), (b), (c), (d), (e), (f), (g) and (h) above, together with all relevant financial information for the Person or assets to be acquired.

“Permitted Encumbrances” means:

(a) Liens imposed by law for taxes that are not yet due or are being contested in compliance with Section 5.05;

(b) carriers’, warehousemen’s, mechanics’, materialmen’s, repairmen’s and other like Liens imposed by law, arising in the ordinary course of business and securing obligations that are not overdue by more than 30 days or are being contested in compliance with Section 5.05;

(c) pledges and deposits made in the ordinary course of business in compliance with workers’ compensation, unemployment insurance and other social security laws or regulations;

(d) deposits to secure the performance of bids, trade contracts, leases, statutory obligations, surety and appeal bonds, performance bonds and other obligations of a like nature;

(e) judgment liens in respect of judgments that do not constitute an Event of Default under paragraph (k) of Section 7.01;

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(f) easements, zoning restrictions, rights-of-way, minor defects or irregularities of title and other similar encumbrances on real property imposed by law or arising in the ordinary course of business that do not secure any monetary obligations and do not either detract from the value of the affected property or interfere with the ordinary conduct of business of the Borrower or any Subsidiary, in each case in any material respect; and

(g) landlords’ and lessors’ and other like Liens in respect of rent not in default,

provided that the term “Permitted Encumbrances” shall not include any Lien securing Indebtedness.

“Permitted Hospital Joint Venture” means any investment by which the Borrower or any Subsidiary Loan Party acquires at least 30% but not more than 80% of the Equity Interests of any Person, provided that the primary business of such Person is to own, lease, operate or provide medical oncology services, cancer center services, cancer research services or any related services to a hospital or other healthcare facility.

“Permitted Investments” means:

(a) direct obligations of, or obligations the principal of and interest on which are unconditionally guaranteed by, the United States of America (or by any agency thereof to the extent such obligations are backed by the full faith and credit of the United States of America), in each case maturing within one year from the date of acquisition thereof;

(b) investments in commercial paper maturing within 270 days from the date of acquisition thereof and having, at such date of acquisition, a credit rating from S&P or Moody’s of at least A2 or P2, respectively;

(c) investments in certificates of deposit, banker’s acceptances and time deposits maturing within 180 days from the date of acquisition thereof issued or guaranteed by or placed with, and money market deposit accounts issued or offered by, any domestic office of any commercial bank organized under the laws of the United States of America or any State thereof that has a combined capital and surplus and undivided profits of not less than $500,000,000;

(d) fully collateralized repurchase agreements with a term of not more than 30 days for securities described in clause (a) above and entered into with a financial institution satisfying the criteria described in clause (c) above; and

(e) investments in money market funds that comply with the criteria set forth in SEC Rule 2a-7 under the Investment Company Act of 1940, as amended, substantially all of whose assets are invested in investments of the type described in clauses (a) through (d) above.

“Permitted Investors” means the Sponsor and any Sponsor Affiliate.

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“Permitted Joint Venture” means any Permitted Hospital Joint Venture and any Permitted Real Estate Joint Venture.

“Permitted Real Estate Joint Venture” means any investment by which the Borrower or any Subsidiary Loan Party acquires at least 51% but not more than 80% of the Equity Interests of any Person that owns real property used in cancer care services by the Borrower, any Subsidiary or any Affiliated Practice, provided that (a) any Equity Interests of such Permitted Real Estate Joint Venture not owned by the Borrower or any Subsidiary Loan Party are purchased for cash consideration by one or more physicians who are owners, members or employees of such Affiliated Practice, (b) such Permitted Real Estate Joint Venture is not engaged in any business or activity other than the ownership of such real property and activities incidental thereto (which activities may not include operating or providing medical oncology services, cancer center services or cancer research services), (c) such Permitted Real Estate Joint Venture shall incur no Indebtedness other than Indebtedness incurred to finance the acquisition of the property from the Borrower or the Subsidiary and extensions, renewals and replacements of any such Indebtedness that do not increase the outstanding principal amount thereof (including the principal and any accrued but unpaid interest or premium in respect thereof) and (d) solely in the case of any Permitted Real Estate Joint Venture that acquires property from the Borrower or any Subsidiary pursuant to clauses (i) or (j) of Section 6.05, if at the time of such transfer, the Permitted Real Estate Joint Venture incurs no Indebtedness from a Person other than the Borrower or any Subsidiary Loan Party, at least 35% of the Equity Interests of the Permitted Real Estate Joint Venture shall be owned by one or more physicians who are owners, members or employees of such Affiliated Practice.

 “Permitted Security” means (a) common stock of Holdings or (b) Qualified Preferred Stock, in each case (i) (x) issued to the Permitted Investors for cash or (y) issued to any other Person that makes an equity investment in Holdings in connection with the Transactions and (ii) the proceeds of which are contributed by Holdings to the Borrower in exchange for common stock or as a capital contribution.

“Person” means any natural person, corporation, limited liability company, trust, joint venture, association, company, partnership, Governmental Authority or other entity.

“Physician Equity Offering” means any issuance by Holdings of its common stock to physicians who are parties to a Management Services Agreement, or who are owners or members of or are employed by a physician practice entity that is a party to a Management Services Agreement, in each case at the time of such offering, or any employee or consultant of Holdings, the Borrower or any Subsidiary at the time of such offering, provided that (a) such offering shall be consummated not later than 180 days following the Effective Date and (b) any proceeds not applied as permitted in Section 6.08(a)(vii) shall be contributed to the Borrower as common equity.

“Physician Notes” mean the notes issued by the Borrower to physicians in connection with a Management Services Agreement and listed on Schedule 3.16.

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“Plan” means any employee pension benefit plan subject to the provisions of Title IV or Section 302 of ERISA or Section 412 of the Code, and in respect of which the Borrower or any ERISA Affiliate is (or, if such plan were terminated, would under Section 4069 of ERISA be deemed to be) an “employer” as defined in Section 3(5) of ERISA.

“PPM Asset Disposition” means the sale of assets to any Affiliated Practice that is a party to a Management Services Agreement pursuant to the requirements set forth in or in connection with the termination of the applicable Management Services Agreement in effect on the Effective Date.

“Prepayment Event” means:

(a) any sale, transfer or other disposition (excluding pursuant to a sale and leaseback transaction permitted under Section 6.06) of any property or asset of Holdings, the Borrower or any Subsidiary, other than dispositions described in clauses (a), (b), (c), (d), (i), (j) and (k) of Section 6.05; or

(b) any casualty or other insured damage to, or any taking under power of eminent domain or by condemnation or similar proceeding of, any property or asset of Holdings, the Borrower or any Subsidiary with a fair value immediately prior to such event equal to or greater than $1,000,000; or

(c) the issuance by Holdings, the Borrower or any Subsidiary of any Equity Interests, or the receipt by Holdings, the Borrower or any Subsidiary of any capital contribution, other than (i) any Physician Equity Offering (ii) Permitted Securities or (iii) any issuance by the Borrower or any Subsidiary of common Equity Interests to, or receipt of any such capital contribution from, Holdings, the Borrower or any other Subsidiary; or

(d) the incurrence by Holdings, the Borrower or any Subsidiary of any Indebtedness, other than Indebtedness permitted under Section 6.01 (other than 6.01(a)(xiii)) or permitted by the Required Lenders pursuant to Section 9.02;

(e)  any sale, transfer or other disposition of real property of the Borrower or any Subsidiary described in (i) clause (i) of Section 6.05 and (ii) clause (j) of Section 6.05;

(f) the repayment of any Indebtedness owed to the Borrower or any Subsidiary by any Permitted Real Estate Joint Venture with the proceeds of any Indebtedness owed to any other Person, to the extent that such Indebtedness owed to the Borrower or such Subsidiary constituted consideration for any sale, transfer or other disposition of real property described in (i) clause (i) of Section 6.05 and (ii) clause (j) of Section 6.05.

“Prime Rate” means the rate of interest per annum publicly announced from time to time by JPMorgan Chase Bank as its prime rate in effect for dollars at its

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principal office in New York City; each change in the Prime Rate shall be effective from and including the date such change is publicly announced as being effective.

“Pro Forma Adjusted EBITDA” means Consolidated EBITDA, as adjusted (a) in accordance with Article XI of Regulation S-X under the Securities Act of 1933, as amended, as interpreted by the SEC and (b) to give effect to all changes and proposed changes to reimbursement amounts that will be applicable on and after January 1, 2005 (or, if later, after giving effect to any phase-in period for such changes and proposed changes), as determined in a manner consistent with the statements in the Borrower’s 10-K for fiscal year 2003 regarding the effect of such changes on its Consolidated EBITDA for fiscal year 2003.

“Pro Forma Basis” means, with respect to the calculation of a Financial Performance Covenant in connection with (a) a Permitted Acquisition or (b) any issuance, incurrence or assumption of Indebtedness, that such calculation shall give pro forma effect to such Permitted Acquisition, or issuance, incurrence or assumption of Indebtedness, and all other Permitted Acquisitions and issuances, incurrences or assumptions of debt and all Material Dispositions that have occurred since the beginning of the four consecutive fiscal quarters period for which such calculation is being made as if it occurred on the first day of such four consecutive fiscal quarter period (including cost savings to the extent such cost savings would be permitted to be reflected in pro forma financial information complying with the requirements of GAAP and Article XI of Regulation S-X under the Securities Act of 1933, as amended, as interpreted by the Staff of the SEC, and as certified by a Financial Officer).

“Qualified Preferred Stock” means preferred stock of Holdings that (a) does not require the payment of cash dividends, (b) is not mandatorily redeemable pursuant to a sinking fund obligation or otherwise prior to the date that is 180 days after the Tranche B Maturity Date (other than upon an event of default or change in control, provided that any such payment is subordinated (whether by contract or pursuant to the Holdings charter or the certificate of designation of such preferred stock) in right of payment to the Obligations on the terms set forth in the certificate of incorporation of Holdings in existence on the Effective Date or such other terms reasonably satisfactory to the Administrative Agent), (c) contains no maintenance covenants, other covenants materially adverse to the Lenders or remedies (other than voting rights) and (d) is convertible only into common equity of Holdings or securities that would constitute Qualified Preferred Stock.

“Qualified Sponsor Notes” means Indebtedness issued by Holdings to the Permitted Investors for cash consideration that (a) does not require any payment of principal prior to the date that is 180 days after the Tranche B Maturity Date, (b) does not require any payment of cash interest prior to the date that is 180 days after the Tranche B Maturity Date other than, on or after the date that is five years after the date of issuance of the applicable Qualified Senior Notes, payments by Holdings permitted by clause (ix) of Section 6.08(a), (c) is not mandatorily redeemable pursuant to a sinking fund obligation or otherwise prior to the date that is 180 days after the Tranche B Maturity Date (other than upon an Event of Default or Change in Control, provided that any such

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payment is contractually subordinated in right of payment to the Obligations on the terms set forth in Exhibit G or such other terms reasonably acceptable to the Administrative Agent), (d) contains no maintenance covenants, other covenants materially adverse to the Lenders or remedies (other than voting rights), (e) is contractually subordinated is right of payment to the Obligations on terms reasonably acceptable to the Administrative Agent and (f) is not supported by any Guarantee, provided that (i) the Borrower and the Subsidiaries are in compliance on a Pro Forma Basis with the Financial Performance Covenants recomputed as of the last day of the most recently ended fiscal quarter of the Borrower for which financial statements are available and (ii) the Borrower has delivered to the Administrative Agent an officer’s certificate to such effect, together with all relevant financial information reasonably requested by the Administrative Agent.

“Register” has the meaning set forth in Section 9.04.

“Reimbursement Approvals” means, with respect to all Government Programs, any and all certifications, provider numbers, provider agreements, participation agreements, accreditations and any other similar agreements with or approvals by any Governmental Authority or other Person.

“Related Parties” means, with respect to any specified Person, such Person’s Affiliates and the respective directors, officers, employees, agents and advisors of such Person and such Person’s Affiliates.

“Release” means any release, spill, emission, leaking, dumping, injection, pouring, deposit, disposal, discharge, dispersal, leaching or migration into or through the environment or within or upon any building, structure, facility or fixture.

“Required Lenders” means, at any time, Lenders having Revolving Exposures, Tranche B Term Loans, Loans in respect of Incremental Extensions of Credit, if any, and unused Commitments representing more than 50% of the aggregate Revolving Exposures, outstanding Tranche B Term Loans, outstanding Loans in respect of Incremental Extensions of Credit, if any, and unused Commitments at such time.

“Requirement of Law” means, with respect to any Person, (i) the charter, articles or certificate of organization or incorporation and bylaws or other organizational or governing documents of such Person and (ii) any statute, law, treaty, rule, regulation, order, decree, writ, injunction or determination of any arbitrator or court or other Governmental Authority, in each case applicable to or binding upon such Person or any of its property or to which such Person or any of its property is subject.

“Restricted Payment” means any dividend or other distribution (whether in cash, securities or other property) with respect to any Equity Interests in Holdings, the Borrower or any Subsidiary, or any payment (whether in cash, securities or other property), including any sinking fund or similar deposit, on account of the purchase, redemption, retirement, acquisition, cancelation or termination of any Equity Interests in Holdings, the Borrower or any Subsidiary or any option, warrant or other right to acquire any such Equity Interests in Holdings, the Borrower or any Subsidiary.

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“Revolving Availability Period” means the period from and including the Effective Date to but excluding the earlier of (a) the Revolving Maturity Date and (b) the date of termination of the Revolving Commitments.

“Revolving Commitment” means, with respect to each Lender, the commitment, if any, of such Lender to make Revolving Loans and to acquire participations in Letters of Credit and Swingline Loans hereunder, expressed as an amount representing the maximum possible aggregate amount of such Lender’s Revolving Exposure hereunder, as such commitment may be (a) reduced from time to time pursuant to Section 2.08 and (b) reduced or increased from time to time pursuant to assignments by or to such Lender pursuant to Section 9.04.  The initial amount of each Lender’s Revolving Commitment is set forth on Schedule 2.01, or in the Assignment and Assumption pursuant to which such Lender shall have assumed its Revolving Commitment, as applicable.  The initial aggregate amount of the Lenders’ Revolving Commitments is $160,000,000.

“Revolving Exposure” means, with respect to any Lender at any time, the sum of the outstanding principal amount of such Lender’s Revolving Loans and its LC Exposure and Swingline Exposure at such time.

“Revolving Lender” means a Lender with a Revolving Commitment or, if the Revolving Commitments have terminated or expired, a Lender with Revolving Exposure.

“Revolving Loan” means a Loan made pursuant to clause (b) of Section 2.01.

“Revolving Maturity Date” means August 20, 2010.

“S&P” means Standard & Poor’s Ratings Group, Inc.

“SEC” means the Securities and Exchange Commission or any Governmental Authority succeeding to any of its principal functions.

“Scheduled Payment Date” has the meaning set forth in Section 2.10.

“Security Documents” means the Collateral Agreement, the Mortgages and each other security agreement or other instrument or document executed and delivered pursuant to Section 5.12 or 5.13 to secure any of the Obligations.

“Senior Notes” means the Senior Notes due 2012 to be issued by the Borrower on or prior to the Effective Date in an initial aggregate principal amount of $300,000,000 and the Indebtedness represented thereby.

“Senior Notes Documents” means the indenture dated as of August 20, 2004, among the Borrower, the Subsidiaries listed therein and LaSalle Bank National Association, as trustee, in respect of the Senior Notes and all other instruments,

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agreements and other documents evidencing or governing the Senior Notes or providing for any Guarantee or other right in respect thereof.

“Senior Subordinated Notes” means the Senior Subordinated Notes due 2014 to be issued by the Borrower on or prior to the Effective Date in the aggregate principal amount of $275,000,000 and the Indebtedness represented thereby.

“Senior Subordinated Notes Documents” means the indenture dated as of August 20, 2004, among the Borrower, the Subsidiaries listed therein and LaSalle Bank National Association, as trustee, in respect of the Senior Subordinated Notes and all other instruments, agreements and other documents evidencing or governing the Senior Subordinated Notes or providing for any Guarantee or other right in respect thereof.

“Sponsor” has the meaning set forth in the preamble to this Agreement.

“Sponsor Affiliate” means (i) each Affiliate of the Sponsor that is neither an operating company nor a company controlled by an operating company, (ii) each partner, officer, director, principal or member of the Sponsor or any Sponsor Affiliate and (iii) any spouse, parent or lineal descendant (including by adoption) of any of the foregoing who are natural persons and any trust for the benefit of such persons.

“Statutory Reserve Rate” means a fraction (expressed as a decimal), the numerator of which is the number one and the denominator of which is the number one minus the aggregate of the maximum reserve percentages (including any marginal, special, emergency or supplemental reserves) expressed as a decimal established by the Board to which the bank serving as the Administrative Agent is subject with respect to the Adjusted LIBO Rate, for eurocurrency funding (currently referred to as “Eurocurrency Liabilities” in Regulation D of the Board).  Such reserve percentages shall include those imposed pursuant to such Regulation D.  Eurodollar Loans shall be deemed to constitute eurocurrency funding and to be subject to such reserve requirements without benefit of or credit for proration, exemptions or offsets that may be available from time to time to any Lender under such Regulation D or any comparable regulation.  The Statutory Reserve Rate shall be adjusted automatically on and as of the effective date of any change in any reserve percentage.

“subsidiary” means, with respect to any Person (the “parent”) at any date, any corporation, limited liability company, partnership, association or other entity the accounts of which would be consolidated with those of the parent in the parent’s consolidated financial statements if such financial statements were prepared in accordance with GAAP as of such date, as well as any other corporation, limited liability company, partnership, association or other entity of which securities or other ownership interests representing more than 50% of the equity or more than 50% of the ordinary voting power or, in the case of a partnership, more than 50% of the general partnership interests are, as of such date, owned, controlled or held.

“Subsidiary” means any subsidiary of the Borrower, other than (a) any Permitted Joint Venture, (b) any Inactive Subsidiary and (c) any Insurance Subsidiary.

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“Subsidiary Loan Party” means any Domestic Subsidiary.

“Supermajority Lenders” means Lenders having Revolving Exposures, Tranche B Term Loans, Loans in respect of Incremental Extensions of Credit, if any, and unused Commitments representing more than 75% of the aggregate Revolving Exposures, outstanding Tranche B Term Loans, outstanding Loans in respect of Incremental Extensions of Credit, if any, and unused Commitments at such time.

“Swap Agreement” means any agreement with respect to any swap, forward, future or derivative transaction or option or similar agreement involving, or settled by reference to, one or more rates, currencies, commodities, equity or debt instruments or securities, or economic, financial or pricing indices or measures of economic, financial or pricing risk or value or any similar transaction or any combination of these transactions, provided that no phantom stock or similar plan providing for payments only on account of services provided by current or former directors, officers, employees or consultants of the Borrower or the Subsidiaries shall be a Swap Agreement.

“Swingline Exposure” means, at any time, the aggregate principal amount of all Swingline Loans outstanding at such time.  The Swingline Exposure of any Lender at any time shall be its Applicable Percentage of the aggregate Swingline Exposure at such time.

“Swingline Lender” means JPMorgan Chase Bank, in its capacity as lender of Swingline Loans hereunder.

“Swingline Loan” means a Loan made pursuant to Section 2.04.

“Syndication Agent” means Wachovia Bank, National Association.

“Taxes” means any and all present or future taxes, levies, imposts, duties, deductions, charges or withholdings imposed by any Governmental Authority.

“Third Party Payor Arrangement” means any arrangement, plan or program for payment or reimbursement by any Third Party Payor in connection with the provision of healthcare services, products or supplies.

“Third Party Payor” means any Government Program and any quasi-public agency, Blue Cross, Blue Shield, any managed care plans and organizations, including health maintenance organizations and preferred provider organizations and private commercial insurance companies and any similar third party arrangements, plans or programs for payment or reimbursement in connection with health care services, products or supplies.

“Total Indebtedness” means, as of any date, the sum of (a) the aggregate principal amount of Indebtedness of the Borrower and the Subsidiaries outstanding as of such date, in the amount that would be reflected on a balance sheet prepared as of such date on a consolidated basis in accordance with GAAP, plus (b) the aggregate principal amount of Indebtedness of the Borrower and the Subsidiaries outstanding as of such date

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that is not required to be reflected on a balance sheet in accordance with GAAP, determined on a consolidated basis, provided that for purposes of clause (b) above, the term “Indebtedness” shall not include Guarantees or contingent obligations of the Borrower or any Subsidiary as an account party or applicant in respect of any letter of credit or letter of guaranty unless such Guarantee or letter of credit or letter of guaranty supports an obligation that constitutes Indebtedness.

“Tranche B Commitment” means, with respect to each Lender, the commitment, if any, of such Lender to make a Tranche B Term Loan hereunder on the Effective Date, expressed as an amount representing the maximum principal amount of the Tranche B Term Loan to be made by such Lender hereunder, as such commitment may be (a) reduced from time to time pursuant to Section 2.08 and (b) reduced or increased from time to time pursuant to assignments by or to such Lender pursuant to Section 9.04.  The initial amount of each Lender’s Tranche B Commitment is set forth on Schedule 2.01, or in the Assignment and Assumption pursuant to which such Lender shall have assumed its Tranche B Commitment, as applicable.  The initial aggregate amount of the Lenders’ Tranche B Commitments is $400,000,000.

“Tranche B Lender” means a Lender with a Tranche B Commitment or an outstanding Tranche B Term Loan.

“Tranche B Maturity Date” means August 20, 2011.

“Tranche B Term Loan” means a Loan made pursuant to clause (a) of Section 2.01.

“Transactions” means (a) the Merger and the other transactions contemplated by the Acquisition Documents, (b) the Equity Contribution, (c) the repayment in full of all obligations under the Existing Synthetic Lease Facility and the termination thereof, (d) the consummation of the Debt Tender Offer, (e) the repayment in full of all obligations under the Existing Credit Agreement, the termination of all commitments thereunder and the release of all liens in respect thereof, (f) the execution, delivery and performance by each Loan Party of the Loan Documents to which it is to be a party, the borrowing of Loans, the use of the proceeds thereof and the issuance of Letters of Credit hereunder, (g) the execution, delivery and performance by each Loan Party of the Notes Documents to which it is to be a party, the issuance of the Senior Notes and the Senior Subordinated Notes and the use of the proceeds thereof and (h) payment of the Transaction Costs.

“Transaction Costs” has the meaning set forth in the preamble to this Agreement.

“Type”, when used in reference to any Loan or Borrowing, refers to whether the rate of interest on such Loan, or on the Loans comprising such Borrowing, is determined by reference to the Adjusted LIBO Rate or the Alternate Base Rate.

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“Withdrawal Liability” means liability to a Multiemployer Plan as a result of a complete or partial withdrawal from such Multiemployer Plan, as such terms are defined in ERISA.

SECTION 1.02. Classification of Loans and Borrowings.  For purposes of this Agreement, Loans may be classified and referred to by Class (e.g., a “Revolving Loan”) or by Type (e.g., a “Eurodollar Loan”) or by Class and Type (e.g., a “Eurodollar Revolving Loan”).  Borrowings also may be classified and referred to by Class (e.g., a “Revolving Borrowing”) or by Type (e.g., a “Eurodollar Borrowing”) or by Class and Type (e.g., a “Eurodollar Revolving Borrowing”).

SECTION 1.03. Terms Generally.  The definitions of terms herein shall apply equally to the singular and plural forms of the terms defined.  Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms.  The words “include”, “includes” and “including” shall be deemed to be followed by the phrase “without limitation”.  The word “will” shall be construed to have the same meaning and effect as the word “shall”.  Unless the context requires otherwise (a) any definition of or reference to any agreement, instrument or other document herein shall be construed as referring to such agreement, instrument or other document as from time to time amended, supplemented or otherwise modified (subject to any restrictions on such amendments, supplements or modifications set forth herein), (b) any reference herein to any Person shall be construed to include such Person’s successors and assigns, (c) the words “herein”, “hereof” and “hereunder”, and words of similar import, shall be construed to refer to this Agreement in its entirety and not to any particular provision hereof, (d) all references herein to Articles, Sections, Exhibits and Schedules shall be construed to refer to Articles and Sections of, and Exhibits and Schedules to, this Agreement and (e) the words “asset” and “property” shall be construed to have the same meaning and effect and to refer to any and all tangible and intangible assets and properties, including cash, securities, accounts and contract rights.

SECTION 1.04. Accounting Terms; GAAP.  Except as otherwise expressly provided herein, all terms of an accounting or financial nature shall be construed in accordance with GAAP, as in effect from time to time, provided that, if the Borrower notifies the Administrative Agent that the Borrower requests an amendment to any provision (including any definition) hereof to eliminate the effect of any change occurring after the date hereof in GAAP or in the application thereof on the operation of such provision (or if the Administrative Agent notifies the Borrower that the Required Lenders request an amendment to any provision hereof for such purpose), regardless of whether any such notice is given before or after such change in GAAP or in the application thereof, then such provision shall be interpreted on the basis of GAAP as in effect and applied immediately before such change shall have become effective until such notice shall have been withdrawn or such provision amended in accordance herewith.

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ARTICLE II

The Credits

SECTION 2.01. Commitments.  Subject to the terms and conditions set forth herein, each Lender agrees (a) to make a Tranche B Term Loan to the Borrower on the Effective Date in a principal amount not exceeding its Tranche B Commitment and (b) to make Revolving Loans to the Borrower from time to time during the Revolving Availability Period in an aggregate principal amount that will not result in such Lender’s Revolving Exposure exceeding such Lender’s Revolving Commitment.  Within the foregoing limits and subject to the terms and conditions set forth herein, the Borrower may borrow, prepay and reborrow Revolving Loans.  Amounts repaid or prepaid in respect of Tranche B Term Loans may not be reborrowed.

SECTION 2.02. Loans and Borrowings.  (a)  Each Loan (other than a Swingline Loan) shall be made as part of a Borrowing consisting of Loans of the same Class and Type made by the Lenders ratably in accordance with their respective Commitments of the applicable Class.  The failure of any Lender to make any Loan required to be made by it shall not relieve any other Lender of its obligations hereunder, provided that the Commitments of the Lenders are several and no Lender shall be responsible for any other Lender’s failure to make Loans as required.

(b)  Subject to Section 2.14, each Revolving Borrowing and Tranche B Term Borrowing shall be comprised entirely of ABR Loans or Eurodollar Loans as the Borrower may request in accordance herewith, provided that all Borrowings made on the Effective Date must be made as ABR Borrowings.  Each Swingline Loan shall be an ABR Loan.  Each Lender at its option may make any Eurodollar Loan by causing any domestic or foreign branch or Affiliate of such Lender to make such Loan, provided that any exercise of such option shall not affect the obligation of the Borrower to repay such Loan in accordance with the terms of this Agreement.

(c)  At the commencement of each Interest Period for any Eurodollar Borrowing, such Borrowing shall be in an aggregate amount that is an integral multiple of $500,000 and not less than $2,000,000.  At the time that each ABR Borrowing is made, such Borrowing shall be in an aggregate amount that is an integral multiple of $500,000 and not less than $1,000,000.  Borrowings of more than one Type and Class may be outstanding at the same time.  There shall not at any time be more than a total of 20 Eurodollar Borrowings outstanding.  Notwithstanding anything to the contrary herein, an ABR Revolving Borrowing or Swingline Loan may be in an aggregate amount (i) that is equal to the entire unused balance of the aggregate Revolving Commitments or (ii) that is required to finance the reimbursement of an LC Disbursement as contemplated by Section 2.05(e).

(d)  Notwithstanding any other provision of this Agreement, the Borrower shall not be entitled to request, or to elect to convert or continue, any Borrowing if the Interest Period requested with respect thereto would end after the Revolving Maturity Date or the Tranche B Maturity Date, as applicable.

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SECTION 2.03. Requests for Borrowings.  To request a Revolving Borrowing or Tranche B Term Borrowing, the Borrower shall notify the Administrative Agent of such request by telephone (a) in the case of a Eurodollar Borrowing, not later than 12:00 noon, New York City time, three Business Days before the date of the proposed Borrowing or (b) in the case of an ABR Borrowing, not later than 12:00 noon, New York City time, one Business Day before the date of the proposed Borrowing, provided that any such notice of an ABR Revolving Borrowing to finance the reimbursement of an LC Disbursement as contemplated by Section 2.05(e) may be given not later than 10:00 a.m., New York City time, on the date of the proposed Borrowing.  Each such telephonic Borrowing Request shall be irrevocable and shall be confirmed promptly by hand delivery or telecopy to the Administrative Agent of a written Borrowing Request signed by the Borrower.  Each such telephonic and written Borrowing Request shall specify the following information in compliance with Section 2.02:

(i)  whether the requested Borrowing is to be a Revolving Borrowing or a Tranche B Term Borrowing;

(ii)  the aggregate amount of such Borrowing;

(iii)  the date of such Borrowing, which shall be a Business Day;

(iv)  whether such Borrowing is to be an ABR Borrowing or a Eurodollar Borrowing;

(v)  in the case of a Eurodollar Borrowing, the initial Interest Period to be applicable thereto, which shall be a period contemplated by the definition of the term “Interest Period”; and

(vi)  the location and number of the Borrower’s account to which funds are to be disbursed, which shall comply with the requirements of Section 2.06.

If no election as to the Type of Borrowing is specified, then the requested Borrowing shall be an ABR Borrowing.  If no Interest Period is specified with respect to any requested Eurodollar Borrowing, then the Borrower shall be deemed to have selected an Interest Period of one month’s duration.  Promptly following receipt of a Borrowing Request in accordance with this Section, the Administrative Agent shall advise each Lender of the details thereof and of the amount of such Lender’s Loan to be made as part of the requested Borrowing.

SECTION 2.04. Swingline Loans.  (a)  Subject to the terms and conditions set forth herein, the Swingline Lender agrees to make Swingline Loans to the Borrower from time to time during the Revolving Availability Period, in an aggregate principal amount at any time outstanding that will not result in (i) the aggregate principal amount of outstanding Swingline Loans exceeding $10,000,000 or (ii) the aggregate Revolving Exposures exceeding the aggregate Revolving Commitments, provided that the Swingline Lender shall not be required to make a Swingline Loan to refinance an outstanding

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Swingline Loan.  Within the foregoing limits and subject to the terms and conditions set forth herein, the Borrower may borrow, prepay and reborrow Swingline Loans.

(b)  To request a Swingline Loan, the Borrower shall notify the Administrative Agent of such request by telephone (confirmed by telecopy), not later than 2:00 p.m., New York City time, on the day of a proposed Swingline Loan.  Each such notice shall be irrevocable and shall specify the requested date (which shall be a Business Day) and amount of the requested Swingline Loan.  The Administrative Agent will promptly advise the Swingline Lender of any such notice received from the Borrower.  The Swingline Lender shall make each Swingline Loan available to the Borrower by means of a credit to the general deposit account of the Borrower maintained with the Swingline Lender (or, in the case of a Swingline Loan made to finance the reimbursement of an LC Disbursement as provided in Section 2.05(e), by remittance to the Issuing Bank) by 3:00 p.m., New York City time, on the requested date of such Swingline Loan.

(c)  The Swingline Lender may by written notice given to the Administrative Agent not later than 12:00 noon, New York City time, on any Business Day require the Revolving Lenders to acquire participations on such Business Day in all or a portion of the Swingline Loans outstanding.  Such notice shall specify the aggregate amount of Swingline Loans in which Revolving Lenders will participate.  Promptly upon receipt of such notice, the Administrative Agent will give notice thereof to each Revolving Lender, specifying in such notice such Lender’s Applicable Percentage of such Swingline Loan or Swingline Loans.  Each Revolving Lender hereby absolutely and unconditionally agrees, upon receipt of notice as provided above, to pay to the Administrative Agent, for the account of the Swingline Lender, such Lender’s Applicable Percentage of such Swingline Loan or Swingline Loans.  Each Revolving Lender acknowledges and agrees that its obligation to acquire participations in Swingline Loans pursuant to this paragraph is absolute and unconditional and shall not be affected by any circumstance whatsoever, including the occurrence and continuance of a Default or reduction or termination of the Commitments, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever.  Each Revolving Lender shall comply with its obligation under this paragraph by wire transfer of immediately available funds, in the same manner as provided in Section 2.06 with respect to Loans made by such Lender (and Section 2.06 shall apply, mutatis mutandis, to the payment obligations of the Revolving Lenders), and the Administrative Agent shall promptly pay to the Swingline Lender the amounts so received by it from the Revolving Lenders.  The Administrative Agent shall notify the Borrower of any participations in any Swingline Loan acquired pursuant to this paragraph, and thereafter payments in respect of such Swingline Loan shall be made to the Administrative Agent and not to the Swingline Lender.  Any amounts received by the Swingline Lender from the Borrower (or other party on behalf of the Borrower) in respect of a Swingline Loan after receipt by the Swingline Lender of the proceeds of a sale of participations therein shall be promptly remitted to the Administrative Agent; any such amounts received by the Administrative Agent shall be promptly remitted by the Administrative Agent to the Revolving Lenders that shall have made their payments pursuant to this paragraph and to the Swingline Lender, as their interests may appear, provided that any such payment so remitted shall

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be repaid to the Swingline Lender or to the Administrative Agent, as applicable, if and to the extent such payment is required to be refunded to the Borrower for any reason.  The purchase of participations in a Swingline Loan pursuant to this paragraph shall not relieve the Borrower of any default in the payment thereof.

SECTION 2.05. Letters of Credit.  (a)  General.  Upon satisfaction of the conditions specified in Section 4.01 on the Effective Date, each Existing Letter of Credit will, automatically and without any action on the part of any Person, be deemed to be a Letter of Credit issued hereunder for all purposes of this Agreement and the other Loan Documents.  In addition, subject to the terms and conditions set forth herein, the Borrower may request the issuance of additional Letters of Credit for its own account (or for the account of any of its subsidiaries so long as the Borrower is a co-applicant), in a form reasonably acceptable to the Administrative Agent and the Issuing Bank, at any time and from time to time during the Revolving Availability Period.  In the event of any inconsistency between the terms and conditions of this Agreement and the terms and conditions of any form of letter of credit application or other agreement submitted by the Borrower to, or entered into by the Borrower with, the Issuing Bank relating to any Letter of Credit, the terms and conditions of this Agreement shall control.

(b)  Notice of Issuance, Amendment, Renewal, Extension; Certain Conditions.  To request the issuance of a Letter of Credit (or the amendment, renewal or extension of an outstanding Letter of Credit), the Borrower shall hand deliver or telecopy (or transmit by electronic communication, if arrangements for doing so have been approved by the Issuing Bank) to the Issuing Bank (except that the Issuing Bank in respect of Existing Letters of Credit shall not issue additional Letters of Credit and shall not be required to renew or extend an Existing Letter of Credit unless agreed by it) and the Administrative Agent (reasonably in advance of the requested date of issuance, amendment, renewal or extension) a notice requesting the issuance of a Letter of Credit, or identifying the Letter of Credit to be amended, renewed or extended, and specifying the date of issuance, amendment, renewal or extension (which shall be a Business Day), the date on which such Letter of Credit is to expire (which shall comply with paragraph (c) of this Section), the amount of such Letter of Credit, the name and address of the beneficiary thereof and such other information as shall be necessary to prepare, amend, renew or extend such Letter of Credit.  If requested by the Issuing Bank, the Borrower also shall submit a letter of credit application on the Issuing Bank’s standard form in connection with any request for a Letter of Credit.  A Letter of Credit shall be issued, amended, renewed or extended only if (and upon issuance, amendment, renewal or extension of each Letter of Credit the Borrower shall be deemed to represent and warrant that), after giving effect to such issuance, amendment, renewal or extension (i) the LC Exposure shall not exceed $25,000,000 and (ii) the aggregate Revolving Exposures shall not exceed the aggregate Revolving Commitments.

(c)  Expiration Date.  Each Letter of Credit shall expire at or prior to the close of business on the earlier of (i) the date that is one year after the date of the issuance of such Letter of Credit (or, in the case of any renewal or extension thereof, one year after such renewal or extension) and (ii) the date that is five Business Days prior to the Revolving Maturity Date.

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(d)  Participations.  By the issuance of a Letter of Credit (or an amendment to a Letter of Credit increasing the amount thereof) and without any further action on the part of the Issuing Bank or the Lenders, the Issuing Bank hereby grants to each Revolving Lender, and each Revolving Lender hereby acquires from the Issuing Bank, a participation in such Letter of Credit equal to such Lender’s Applicable Percentage of the aggregate amount available to be drawn under such Letter of Credit.  In consideration and in furtherance of the foregoing, each Revolving Lender hereby absolutely and unconditionally agrees to pay to the Administrative Agent, for the account of the Issuing Bank, such Lender’s Applicable Percentage of each LC Disbursement made by the Issuing Bank and not reimbursed by the Borrower on the date due as provided in paragraph (e) of this Section, or of any reimbursement payment required to be refunded to the Borrower for any reason.  Each Revolving Lender acknowledges and agrees that its obligation to acquire participations pursuant to this paragraph in respect of Letters of Credit is absolute and unconditional and shall not be affected by any circumstance whatsoever, including any amendment, renewal or extension of any Letter of Credit or the occurrence and continuance of a Default or reduction or termination of the Commitments, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever.

(e)  Reimbursement.  If the Issuing Bank shall make any LC Disbursement in respect of a Letter of Credit, the Borrower shall reimburse such LC Disbursement by paying to the Administrative Agent an amount equal to such LC Disbursement not later than 3:00 p.m., New York City time, on the date that such LC Disbursement is made, if the Borrower shall have received notice of such LC Disbursement prior to 10:00 a.m., New York City time, on such date, or, if such notice has not been received by the Borrower prior to such time on such date, then not later than (i) 3:00 p.m., New York City time, on the Business Day that the Borrower receives such notice, if such notice is received prior to 10:00 a.m., New York City time on the day of receipt, or (ii) 3:00 p.m., New York City time, on the Business Day immediately following the day that the Borrower receives such notice, if such notice is not received prior to such time on the day of receipt, provided that the Borrower may, subject to the conditions to borrowing set forth herein, request in accordance with Section 2.03 or 2.04 that such payment be financed with an ABR Revolving Borrowing or Swingline Loan in an equivalent amount and, to the extent so financed, the Borrower’s obligation to make such payment shall be discharged and replaced by the resulting ABR Revolving Borrowing or Swingline Loan.  If the Borrower fails to make such payment when due, the Administrative Agent shall notify each Revolving Lender of the applicable LC Disbursement, the payment then due from the Borrower in respect thereof and such Lender’s Applicable Percentage thereof.  Promptly following receipt of such notice, each Revolving Lender shall pay to the Administrative Agent its Applicable Percentage of the payment then due from the Borrower, in the same manner as provided in Section 2.06 with respect to Loans made by such Lender (and Section 2.06 shall apply, mutatis mutandis, to the payment obligations of the Revolving Lenders), and the Administrative Agent shall promptly pay to the Issuing Bank the amounts so received by it from the Revolving Lenders.  Promptly following receipt by the Administrative Agent of any payment from the Borrower pursuant to this paragraph, the Administrative Agent shall distribute such payment to the Issuing Bank or, to the extent that Revolving Lenders have made payments pursuant to

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this paragraph to reimburse the Issuing Bank, then to such Lenders and the Issuing Bank as their interests may appear.  Any payment made by a Revolving Lender pursuant to this paragraph to reimburse the Issuing Bank for any LC Disbursement (other than the funding of ABR Revolving Loans or a Swingline Loan as contemplated above) shall not constitute a Loan and shall not relieve the Borrower of its obligation to reimburse such LC Disbursement.

(f)  Obligations Absolute.  The Borrower’s obligation to reimburse LC Disbursements as provided in paragraph (e) of this Section shall be absolute, unconditional and irrevocable, and shall be performed strictly in accordance with the terms of this Agreement under any and all circumstances whatsoever and irrespective of (i) any lack of validity or enforceability of any Letter of Credit or this Agreement, or any term or provision therein, (ii) any draft or other document presented under a Letter of Credit proving to be forged, fraudulent or invalid in any respect or any statement therein being untrue or inaccurate in any respect, (iii) payment by the Issuing Bank under a Letter of Credit against presentation of a draft or other document that does not comply with the terms of such Letter of Credit, or (iv) any other event or circumstance whatsoever, whether or not similar to any of the foregoing, that might, but for the provisions of this Section, constitute a legal or equitable discharge of, or provide a right of setoff against, the Borrower’s obligations hereunder.  Neither the Administrative Agent, the Lenders nor the Issuing Bank, nor any of their Related Parties, shall have any liability or responsibility by reason of or in connection with the issuance or transfer of any Letter of Credit or any payment or failure to make any payment thereunder (irrespective of any of the circumstances referred to in the preceding sentence), or any error, omission, interruption, loss or delay in transmission or delivery of any draft, notice or other communication under or relating to any Letter of Credit (including any document required to make a drawing thereunder), any error in interpretation of technical terms or any consequence arising from causes beyond the control of the Issuing Bank, provided that the foregoing shall not be construed to excuse the Issuing Bank from liability to the Borrower to the extent of any direct damages (as opposed to consequential or punitive damages, claims in respect of which are hereby waived by the Borrower to the extent permitted by applicable law) suffered by the Borrower that are caused by the Issuing Bank’s failure to exercise care when determining whether drafts and other documents presented under a Letter of Credit comply with the terms thereof.  The parties hereto expressly agree that, in the absence of gross negligence or willful misconduct on the part of the Issuing Bank (as finally determined by a court of competent jurisdiction), the Issuing Bank shall be deemed to have exercised care in each such determination.  In furtherance of the foregoing and without limiting the generality thereof, the parties agree that, with respect to documents presented that appear on their face to be in substantial compliance with the terms of a Letter of Credit, the Issuing Bank may, in its sole discretion, either accept and make payment upon such documents without responsibility for further investigation, regardless of any notice or information to the contrary, or refuse to accept and make payment upon such documents if such documents are not in strict compliance with the terms of such Letter of Credit.

(g)  Disbursement Procedures.  The Issuing Bank shall, promptly following its receipt thereof, examine all documents purporting to represent a demand for

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payment under a Letter of Credit.  The Issuing Bank shall promptly notify the Administrative Agent and the Borrower by telephone (confirmed by telecopy) of such demand for payment and whether the Issuing Bank has made or will make an LC Disbursement thereunder, provided that any failure to give or delay in giving such notice shall not relieve the Borrower of its obligation to reimburse the Issuing Bank and the Revolving Lenders with respect to any such LC Disbursement in accordance with paragraph (e) of this Section.

(h)  Interim Interest.  If the Issuing Bank shall make any LC Disbursement, then, unless the Borrower shall reimburse such LC Disbursement in full on the date such LC Disbursement is made, the unpaid amount thereof shall bear interest, for each day from and including the date such LC Disbursement is made to but excluding the date that the Borrower reimburses such LC Disbursement, at the rate per annum then applicable to ABR Revolving Loans, provided that, if the Borrower fails to reimburse such LC Disbursement when due pursuant to paragraph (e) of this Section, then Section 2.13(c) shall apply.  Interest accrued pursuant to this paragraph shall be for the account of the Issuing Bank, except that interest accrued on and after the date of payment by any Revolving Lender pursuant to paragraph (e) of this Section to reimburse the Issuing Bank shall be for the account of such Lender to the extent of such payment.

(i)  Replacement of the Issuing Bank.  The Issuing Bank may be replaced at any time by written agreement among the Borrower, the Administrative Agent and the successor Issuing Bank.  The Administrative Agent shall notify the Lenders of any such replacement of the Issuing Bank.  At the time any such replacement shall become effective, the Borrower shall pay all unpaid fees accrued for the account of the replaced Issuing Bank pursuant to Section 2.12(b).  From and after the effective date of any such replacement, (i) the successor Issuing Bank shall have all the rights and obligations of the Issuing Bank under this Agreement with respect to Letters of Credit to be issued thereafter and (ii) references herein to the term “Issuing Bank” shall be deemed to refer to such successor or to any previous Issuing Bank, or to such successor and all previous Issuing Banks, as the context shall require.  After the replacement of the Issuing Bank hereunder, the replaced Issuing Bank shall remain a party hereto and shall continue to have all the rights and obligations of the Issuing Bank under this Agreement with respect to Letters of Credit issued by it prior to such replacement, but shall not be required to issue additional Letters of Credit.

(j)  Cash Collateralization.  If any Event of Default shall occur and be continuing, on the Business Day that the Borrower receives notice from the Administrative Agent or the Required Lenders (or, if the maturity of the Loans has been accelerated, Revolving Lenders with LC Exposure representing greater than 50% of the aggregate LC Exposure) demanding the deposit of cash collateral pursuant to this paragraph, the Borrower shall deposit in an account with the Collateral Agent, in the name of the Collateral Agent and for the benefit of the Lenders, an amount in cash equal to 105% the LC Exposure as of such date plus any accrued and unpaid interest thereon, provided that the obligation to deposit such cash collateral shall become effective immediately, and such deposit shall become immediately due and payable, without demand or other notice of any kind, upon the occurrence of any Event of Default with

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respect to the Borrower described in paragraph (h) or (i) of Section 7.01.  The Borrower also shall deposit cash collateral pursuant to this paragraph as and to the extent required by Section 2.11(b).  Each such deposit shall be held by the Collateral Agent as collateral for the payment and performance of the obligations of the Borrower under this Agreement.  The Collateral Agent shall have exclusive dominion and control, including the exclusive right of withdrawal, over such account.  Other than any interest earned on the investment of such deposits, which investments shall be made at the option and sole discretion of the Administrative Agent and at the Borrower’s risk and expense, such deposits shall not bear interest.  Interest or profits, if any, on such investments shall accumulate in such account.  Moneys in such account shall be applied by the Administrative Agent to reimburse the Issuing Bank for LC Disbursements for which it has not been reimbursed and, to the extent not so applied, shall be held for the satisfaction of the reimbursement obligations of the Borrower for the LC Exposure at such time or, if the maturity of the Loans has been accelerated (but subject to the consent of Revolving Lenders with LC Exposure representing greater than 50% of the aggregate LC Exposure), be applied to satisfy other obligations of the Borrower under this Agreement.  If the Borrower is required to provide an amount of cash collateral hereunder as a result of the occurrence of an Event of Default, such amount (to the extent not applied as aforesaid) shall be returned to the Borrower within three Business Days after all Events of Default have been cured or waived.

SECTION 2.06. Funding of Borrowings.  (a)  Each Lender shall make each Loan to be made by it hereunder on the proposed date thereof by wire transfer of immediately available funds by 12:00 noon, New York City time, to the account of the Administrative Agent most recently designated by it for such purpose by notice to the Lenders, provided that Swingline Loans shall be made as provided in Section 2.04.  The Administrative Agent will make such Loans available to the Borrower by promptly crediting the amounts so received, in like funds, to an account of the Borrower maintained with the Administrative Agent in New York City and designated by the Borrower in the applicable Borrowing Request, provided that ABR Revolving Loans made to finance the reimbursement of an LC Disbursement as provided in Section 2.05(e) shall be remitted by the Administrative Agent to the Issuing Bank.

(b)  Unless the Administrative Agent shall have received notice from a Lender prior to the proposed Borrowing that such Lender will not make available to the Administrative Agent such Lender’s share of such Borrowing, the Administrative Agent may assume that such Lender has made such share available on such date in accordance with paragraph (a) of this Section and may, in reliance upon such assumption and in its sole discretion, make available to the Borrower a corresponding amount.  In such event, if a Lender has not in fact made its share of the applicable Borrowing available to the Administrative Agent, then the applicable Lender and the Borrower severally agree to pay to the Administrative Agent forthwith on demand such corresponding amount with interest thereon, for each day from and including the date such amount is made available to the Borrower to but excluding the date of payment to the Administrative Agent, at (i) in the case of such Lender, the greater of the Federal Funds Effective Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation or (ii) in the case of the Borrower, the interest rate applicable to

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ABR Loans.  If such Lender pays such amount to the Administrative Agent, then such amount shall constitute such Lender’s Loan included in such Borrowing.

SECTION 2.07. Interest Elections.  (a)  Each Revolving Borrowing and Tranche B Term Borrowing initially shall be of the Type specified in the applicable Borrowing Request and, in the case of a Eurodollar Borrowing, shall have an initial Interest Period as specified in such Borrowing Request or as designated by Section 2.03.  Thereafter, the Borrower may elect to convert such Borrowing to a different Type or to continue such Borrowing and, in the case of a Eurodollar Borrowing, may elect Interest Periods therefor, all as provided in this Section.  The Borrower may elect different options with respect to different portions of the affected Borrowing, in which case each such portion shall be allocated ratably among the Lenders holding the Loans comprising such Borrowing, and the Loans comprising each such portion shall be considered a separate Borrowing.  This Section shall not apply to Swingline Borrowings, which may not be converted or continued.

(b)  To make an election pursuant to this Section, the Borrower shall notify the Administrative Agent of such election by telephone by the time that a Borrowing Request would be required under Section 2.03 if the Borrower were requesting a Revolving Borrowing of the Type resulting from such election to be made on the effective date of such election.  Each such telephonic Interest Election Request shall be irrevocable and shall be confirmed promptly by hand delivery or telecopy to the Administrative Agent of a written Interest Election Request signed by the Borrower.

(c)  Each telephonic and written Interest Election Request shall specify the following information in compliance with Section 2.02:

(i)  the Borrowing to which such Interest Election Request applies and, if different options are being elected with respect to different portions thereof, the portions thereof to be allocated to each resulting Borrowing (in which case the information to be specified pursuant to clauses (iii) and (iv) below shall be specified for each resulting Borrowing);

(ii)  the effective date of the election made pursuant to such Interest Election Request, which shall be a Business Day;

(iii)  whether the resulting Borrowing is to be an ABR Borrowing or a Eurodollar Borrowing; and

(iv)  if the resulting Borrowing is a Eurodollar Borrowing, the Interest Period to be applicable thereto after giving effect to such election, which shall be a period contemplated by the definition of the term “Interest Period”.

If any such Interest Election Request requests a Eurodollar Borrowing but does not specify an Interest Period, then the Borrower shall be deemed to have selected an Interest Period of one month’s duration.

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(d)  Promptly following receipt of an Interest Election Request, the Administrative Agent shall advise each Lender of the details thereof and of such Lender’s portion of each resulting Borrowing.

(e)  If the Borrower fails to deliver a timely Interest Election Request with respect to a Eurodollar Borrowing prior to the end of the Interest Period applicable thereto, then, unless such Borrowing is repaid as provided herein, at the end of such Interest Period such Borrowing shall be converted to an ABR Borrowing.  Notwithstanding any contrary provision hereof, if an Event of Default has occurred and is continuing and the Administrative Agent, at the request of the Required Lenders, so notifies the Borrower, then, so long as an Event of Default is continuing, (i) no outstanding Borrowing may be converted to or continued as a Eurodollar Borrowing and (ii) unless repaid, each Eurodollar Borrowing shall be converted to an ABR Borrowing at the end of the Interest Period applicable thereto.

SECTION 2.08. Termination and Reduction of Commitments. 
(a)  Unless previously terminated, (i) the Tranche B Commitments shall terminate at 5:00 p.m., New York City time, on the Effective Date and (ii) the Revolving Commitments shall terminate on the Revolving Maturity Date.

(b)  The Borrower may at any time terminate, or from time to time reduce, the Commitments of any Class, provided that (i) each reduction of the Commitments of any Class shall be in an amount that is an integral multiple of $500,000 and not less than $2,000,000 and (ii) the Borrower shall not terminate or reduce the Revolving Commitments if, after giving effect to any concurrent prepayment of the Revolving Loans in accordance with Section 2.11, the aggregate Revolving Exposures would exceed the aggregate Revolving Commitments.

(c)  The Borrower shall notify the Administrative Agent of any election to terminate or reduce the Commitments under paragraph (b) of this Section at least three Business Days prior to the effective date of such termination or reduction, specifying such election and the effective date thereof.  Promptly following receipt of any notice, the Administrative Agent shall advise the Lenders of the contents thereof.  Each notice delivered by the Borrower pursuant to this Section shall be irrevocable, provided that a notice of termination of the Revolving Commitments delivered by the Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities, in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied.  Any termination or reduction of the Commitments of any Class shall be permanent.  Each reduction of the Commitments of any Class shall be made ratably among the Lenders in accordance with their respective Commitments of such Class.

SECTION 2.09. Repayment of Loans; Evidence of Debt.  (a)  The Borrower hereby unconditionally promises to pay (i) to the Administrative Agent for the account of each Lender the then unpaid principal amount of each Revolving Loan of such Lender on the Revolving Maturity Date, (ii) to the Administrative Agent for the account of each Lender the then unpaid principal amount of each Tranche B Term Loan of such

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Lender as provided in Section 2.10 and (iii) to the Swingline Lender the then unpaid principal amount of each Swingline Loan on the Revolving Maturity Date, provided that on each date that a Revolving Borrowing is made, the Borrower shall repay all Swingline Loans that were outstanding on the date such Borrowing was requested.

(b)  Each Lender shall maintain in accordance with its usual practice an account or accounts evidencing the indebtedness of the Borrower to such Lender resulting from each Loan made by such Lender, including the amounts of principal and interest payable and paid to such Lender from time to time hereunder.

(c)  The Administrative Agent shall maintain accounts in which it shall record (i) the amount of each Loan made hereunder, the Class and Type thereof and the Interest Period applicable thereto, (ii) the amount of any principal or interest due and payable or to become due and payable from the Borrower to each Lender hereunder and (iii) the amount of any sum received by the Administrative Agent hereunder for the account of the Lenders and each Lender’s share thereof.

(d)  The entries made in the accounts maintained pursuant to paragraph (b) or (c) of this Section shall be prima facie evidence of the existence and amounts of the obligations recorded therein, provided that the failure of any Lender or the Administrative Agent to maintain such accounts or any error therein shall not in any manner affect the obligation of the Borrower to repay the Loans in accordance with the terms of this Agreement.

(e)  Any Lender may request that Loans of any Class made by it be evidenced by a promissory note.  In such event, the Borrower shall prepare, execute and deliver to such Lender a promissory note payable to the order of such Lender (or, if requested by such Lender, to such Lender and its registered assigns) and in a form approved by the Administrative Agent.  Thereafter, the Loans evidenced by such promissory note and interest thereon shall at all times (including after assignment pursuant to Section 9.04) be represented by one or more promissory notes in such form payable to the order of the payee named therein (or, if such promissory note is a registered note, to such payee and its registered assigns).

SECTION 2.10. Amortization of Tranche B Term Loans.  (a)  Subject to adjustment pursuant to paragraph (c) of this Section, the Borrower shall repay Tranche B Term Borrowings on each date set forth below in the aggregate principal amount set forth opposite such date (as adjusted from time to time pursuant to Section 2.10(c)):

Date	Amount
September 30, 2004	$		1,000,000
December 31, 2004	$		1,000,000
March 31, 2005	$		1,000,000
June 30, 2005	$		1,000,000
September 30, 2005	$		1,000,000
December 30, 2005	$		1,000,000
March 31, 2006	$		1,000,000
June 30, 2006	$	1,000,000
September 29, 2006	$	1,000,000
December 29, 2006	$	1,000,000
March 30, 2007	$	1,000,000
June 29, 2007	$	1,000,000
September 28, 2007	$	1,000,000
December 31, 2007	$	1,000,000
March 31, 2008	$	1,000,000
June 30, 2008	$	1,000,000
September 30, 2008	$	1,000,000
December 31, 2008	$	1,000,000
March 31, 2009	$	1,000,000
June 30, 2009	$	1,000,000
September 30, 2009	$	1,000,000
December 31, 2009	$	1,000,000
March 31, 2010	$	1,000,000
June 30, 2010	$	1,000,000
September 30, 2010	$	94,000,000
December 31, 2010	$	94,000,000
March 31, 2011	$	94,000,000
August 20, 2011	$	94,000,000

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(b)  To the extent not previously paid, all Tranche B Term Loans shall be due and payable on the Tranche B Maturity Date.

(c)  Any prepayment of a Tranche B Term Borrowing shall be applied (i) first, to reduce, in the direct order of maturity, the scheduled repayments of the Tranche B Term Borrowings to be made pursuant to this Section on the four consecutive scheduled payment dates next following the date of such prepayment unless and until each such scheduled repayment has been eliminated as a result of reductions hereunder and (ii) second, to reduce ratably to the remaining scheduled repayments of the Tranche B Term Borrowings.

SECTION 2.11. Prepayment of Loans.  (a)  The Borrower shall have the right at any time and from time to time to prepay any Borrowing in whole or in part, subject to the requirements of this Section.

(b)  In the event and on such occasion that the aggregate Revolving Exposures exceeds the aggregate Revolving Commitments, the Borrower shall prepay Revolving Borrowings or Swingline Borrowings (or, if no such Borrowings are outstanding, deposit cash collateral in an account with the Collateral Agent pursuant to Section 2.05(j)) in an aggregate amount equal to such excess.

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(c)  In the event and on each occasion that any Net Proceeds are received by or on behalf of Holdings, the Borrower or any Subsidiary in respect of any Prepayment Event, the Borrower shall, promptly after such Net Proceeds are received by Holdings, the Borrower or such Subsidiary (and in any event not later than the third Business Day after such Net Proceeds are received), prepay Tranche B Term Borrowings in an aggregate amount equal to (x) in the case of a prepayment event described in clause (c) of the definition of the term “Prepayment Event”, 50% of such Net Proceeds, (y) in the case of a prepayment event described in clause (e)(ii) or clause (f)(ii) of the definition of the term “Prepayment Event” (I) 75% of such Net Proceeds if the Leverage Ratio at the end of the immediately preceding fiscal quarter is greater than or equal to 4.25 to 1.00, (II) 50% of such Net Proceeds if the Leverage Ratio at the end of the immediately preceding fiscal quarter is less than 4.25 to 1.00 and greater than or equal to 3.25 to 1.00 and (III) 0% of such Net Proceeds if the Leverage Ratio at the end of the immediately preceding fiscal quarter is less than 3.25 to 1.00 and (z) in the case of all other Prepayment Events, 100% of such Net Proceeds, provided that in the case of any event described in clauses (a) or (b) of the definition of the term “Prepayment Event”, if the Borrower shall deliver to the Administrative Agent a certificate of a Financial Officer to the effect that the Borrower and the Subsidiaries intend to apply the Net Proceeds from such event (or a portion thereof specified in such certificate), within 360 days after receipt of such Net Proceeds, to acquire real property, equipment or other tangible assets (excluding inventory) to be used in the business of the Borrower and the Subsidiaries, and certifying that no Default has occurred and is continuing, then no prepayment shall be required pursuant to this paragraph in respect of the Net Proceeds specified in such certificate, except to the extent of any such Net Proceeds therefrom that have not been so applied or contractually committed in writing by the end of such 360-day period (and, if so contractually committed in writing but not applied prior to the end of such 360-day period, applied within 90 days of the end of such period), at which time a prepayment shall be required in an amount equal to such Net Proceeds that have not been so applied; provided, further that the Borrower shall not be permitted to make elections pursuant to the immediately preceding proviso with respect to Net Proceeds in any fiscal year in an aggregate amount in excess of $50,000,000.

(d)  Following the end of each fiscal year of the Borrower, commencing with the fiscal year ending December 31, 2005, the Borrower shall prepay Tranche B Term Borrowings in an aggregate amount equal to (i) the excess of (A) 75% of Excess Cash Flow over (B) prepayments of Tranche B Term Loans under Section 2.11(a) during such fiscal year for any fiscal year for which the Leverage Ratio at the end of such fiscal year is greater than or equal to 4.25 to 1.00, (ii) the excess of (A) 50% of Excess Cash Flow over (B) prepayments of Tranche B Term Loans under Section 2.11(a) during such fiscal year for any fiscal year for which the Leverage Ratio at the end of such fiscal year is less than 4.25 to 1.00 and greater than or equal to 3.25 to 1.00 and (iii) 0% of Excess Cash Flow for any fiscal year for which the Leverage Ratio at the end of such fiscal year is less than 3.25 to 1.00.  Each prepayment pursuant to this paragraph shall be made within three Business Days of the date on which financial statements are delivered pursuant to Section 5.01 with respect to the fiscal year for which Excess Cash Flow is being calculated (and in any event within 95 days after the end of such fiscal year).

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(e)  Prior to any optional or mandatory prepayment of Borrowings hereunder, the Borrower shall select the Borrowing or Borrowings to be prepaid and shall specify such selection in the notice of such prepayment pursuant to paragraph (f) of this Section.

(f)  The Borrower shall notify the Administrative Agent (and, in the case of prepayment of a Swingline Loan, the Swingline Lender) by telephone (confirmed by telecopy) of any prepayment hereunder (i) in the case of prepayment of a Eurodollar Borrowing, not later than 12:00 noon, New York City time, three Business Days before the date of prepayment, (ii) in the case of prepayment of an ABR Borrowing, not later than 12:00 noon, New York City time, one Business Day before the date of prepayment or (iii) in the case of prepayment of a Swingline Loan, not later than 2:00 p.m., New York City time, on the date of prepayment.  Each such notice shall be irrevocable and shall specify the prepayment date, the principal amount of each Borrowing or portion thereof to be prepaid and, in the case of a mandatory prepayment, a reasonably detailed calculation of the amount of such prepayment, provided that, if a notice of optional prepayment is given in connection with a conditional notice of termination of the Revolving Commitments as contemplated by Section 2.08, then such notice of prepayment may be revoked if such notice of termination is revoked in accordance with Section 2.08.  Promptly following receipt of any such notice (other than a notice relating solely to Swingline Loans), the Administrative Agent shall advise the Lenders of the contents thereof.  Each partial prepayment of any Borrowing shall be in an amount that would be permitted in the case of an advance of a Borrowing of the same Type as provided in Section 2.02, except as necessary to apply fully the required amount of a mandatory prepayment.  Each prepayment of a Borrowing shall be applied ratably to the Loans included in the prepaid Borrowing.  Prepayments shall be accompanied by accrued interest to the extent required by Section 2.13 but shall otherwise be without premium or penalty.

SECTION 2.12. Fees.  (a)  The Borrower agrees to pay to the Administrative Agent for the account of each Lender a commitment fee, which shall accrue at the Applicable Rate on the average daily unused amount of each Revolving Commitment of such Lender during the period from and including the Effective Date to but excluding the date on which the aggregate Revolving Commitments terminate.  Accrued commitment fees shall be payable in arrears in respect of the Revolving Commitments, on the last Business Day of March, June, September and December of each year and on the date on which the Revolving Commitments terminate, commencing on the first such date to occur after the date hereof.  All commitment fees shall be computed on the basis of a year of 360 days and shall be payable for the actual number of days elapsed (including the first day but excluding the last day).  For purposes of computing commitment fees with respect to Revolving Commitments, a Revolving Commitment of a Lender shall be deemed to be used to the extent of the outstanding Revolving Loans and LC Exposure of such Lender (and the Swingline Exposure of such Lender shall be disregarded for such purpose).

(b)  The Borrower agrees to pay (i) to the Administrative Agent for the account of each Revolving Lender a participation fee with respect to its participations in

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Letters of Credit, which shall accrue at the same Applicable Rate used to determine the interest rate applicable to Eurodollar Revolving Loans on the average daily amount of such Lender’s LC Exposure (excluding any portion thereof attributable to unreimbursed LC Disbursements) during the period from and including the Effective Date to but excluding the later of the date on which such Lender’s Revolving Commitment terminates and the date on which such Lender ceases to have any LC Exposure, and (ii) to the Issuing Bank a fronting fee, which shall accrue at a rate equal to 0.25% per annum on the average daily amount of the LC Exposure (excluding any portion thereof attributable to unreimbursed LC Disbursements) during the period from and including the Effective Date to but excluding the later of the date of termination of the Revolving Commitments and the date on which there ceases to be any LC Exposure, as well as the Issuing Bank’s standard fees with respect to the issuance, amendment, renewal or extension of any Letter of Credit or processing of drawings thereunder.  Participation fees and fronting fees shall be payable on the last Business Day of March, June, September and December of each year, commencing on the first such date to occur after the Effective Date, provided that all such fees shall be payable on the date on which the Revolving Commitments terminate and any such fees accruing after the date on which the Revolving Commitments terminate shall be payable on demand.  Any other fees payable to the Issuing Bank pursuant to this paragraph shall be payable within 10 days after demand.  All participation fees and fronting fees shall be computed on the basis of a year of 360 days and shall be payable for the actual number of days elapsed (including the first day but excluding the last day).

(c)  The Borrower agrees to pay to the Administrative Agent, for its own account, fees payable in the amounts and at the times separately agreed upon between the Borrower and the Administrative Agent.

(d)  All fees payable hereunder shall be paid on the dates due, in immediately available funds, to the Administrative Agent (or to the Issuing Bank, in the case of fees payable to it) for distribution, in the case of commitment fees and participation fees, to the Lenders entitled thereto.  Fees paid shall not be refundable under any circumstances.

SECTION 2.13. Interest.  (a)  The Loans comprising each ABR Borrowing (including each Swingline Loan) shall bear interest at the Alternate Base Rate plus the Applicable Rate.

(b)  The Loans comprising each Eurodollar Borrowing shall bear interest at the Adjusted LIBO Rate for the Interest Period in effect for such Borrowing plus the Applicable Rate.

(c)  Notwithstanding the foregoing, if any principal of or interest on any Loan or any fee or other amount payable by the Borrower hereunder is not paid when due, whether at stated maturity, upon acceleration or otherwise, such overdue amount shall bear interest, after as well as before judgment, at a rate per annum equal to (i) in the case of overdue principal of any Loan, 2% plus the rate otherwise applicable to such Loan as provided in the preceding paragraphs of this Section or (ii) in the case of any

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other amount, 2% plus the rate applicable to ABR Revolving Loans as provided in paragraph (a) of this Section.

(d)  Accrued interest on each Loan shall be payable in arrears on each Interest Payment Date for such Loan and, in the case of Revolving Loans, upon termination of the Revolving Commitments, provided that (i) interest accrued pursuant to paragraph (c) of this Section shall be payable on demand, (ii) in the event of any repayment or prepayment of any Loan (other than a prepayment of an ABR Revolving Loan prior to the end of the Revolving Availability Period), accrued interest on the principal amount repaid or prepaid shall be payable on the date of such repayment or prepayment and (iii) in the event of any conversion of any Eurodollar Loan prior to the end of the current Interest Period therefor, accrued interest on such Loan shall be payable on the effective date of such conversion.

(e)  All interest hereunder shall be computed on the basis of a year of 360 days, except that interest computed by reference to the Alternate Base Rate at times when the Alternate Base Rate is based on the Prime Rate shall be computed on the basis of a year of 365 days (or 366 days in a leap year), and in each case shall be payable for the actual number of days elapsed (including the first day but excluding the last day).  The applicable Alternate Base Rate or Adjusted LIBO Rate shall be determined by the Administrative Agent, and such determination shall be conclusive absent manifest error.

SECTION 2.14. Alternate Rate of Interest.  If prior to the commencement of any Interest Period for a Eurodollar Borrowing:

(a) the Administrative Agent determines (which determination shall be conclusive absent manifest error) that adequate and reasonable means do not exist for ascertaining the Adjusted LIBO Rate for such Interest Period; or

(b) the Administrative Agent is advised by the Required Lenders that the Adjusted LIBO Rate for such Interest Period will not adequately and fairly reflect the cost to such Lenders of making or maintaining their Loans included in such Borrowing for such Interest Period;

then the Administrative Agent shall give notice thereof to the Borrower and the Lenders by telephone or telecopy as promptly as practicable thereafter and, until the Administrative Agent notifies the Borrower and the Lenders that the circumstances giving rise to such notice no longer exist, (i) any Interest Election Request that requests the conversion of any Borrowing to, or continuation of any Borrowing as, a Eurodollar Borrowing shall be ineffective and (ii) if any Borrowing Request requests a Eurodollar Borrowing, such Borrowing shall be made as an ABR Borrowing.

SECTION 2.15. Increased Costs.  (a)  If any Change in Law shall:

(i)  impose, modify or deem applicable any reserve, special deposit or similar requirement against assets of, deposits with or for the account

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of, or credit extended by, any Lender (except any such reserve requirement reflected in the Adjusted LIBO Rate) or the Issuing Bank; or

(ii)  impose on any Lender or the Issuing Bank or the London interbank market any other condition affecting this Agreement or Eurodollar Loans made by such Lender or any Letter of Credit or participation therein;

and the result of any of the foregoing shall be to increase the cost to such Lender of making or maintaining any Eurodollar Loan (or of maintaining its obligation to make any such Loan) or to increase the cost to such Lender or the Issuing Bank of participating in, issuing or maintaining any Letter of Credit or to reduce the amount of any sum received or receivable by such Lender or the Issuing Bank hereunder (whether of principal, interest or otherwise), then the Borrower will pay to such Lender or the Issuing Bank, as applicable, such additional amount or amounts as will compensate such Lender or the Issuing Bank, as applicable, for such additional costs incurred or reduction suffered.

(b)  If any Lender or the Issuing Bank determines that any Change in Law regarding capital requirements has or would have the effect of reducing the rate of return on such Lender’s or the Issuing Bank’s capital or on the capital of such Lender’s or the Issuing Bank’s holding company, if any, as a consequence of this Agreement or the Loans made by, or participations in Letters of Credit held by, such Lender, or the Letters of Credit issued by the Issuing Bank, to a level below that which such Lender or the Issuing Bank or such Lender’s or the Issuing Bank’s holding company could have achieved but for such Change in Law (taking into consideration such Lender’s or the Issuing Bank’s policies and the policies of such Lender’s or the Issuing Bank’s holding company with respect to capital adequacy), then from time to time the Borrower will pay to such Lender or the Issuing Bank, as applicable, such additional amount or amounts as will compensate such Lender or the Issuing Bank or such Lender’s or the Issuing Bank’s holding company for any such reduction suffered.

(c)  A certificate of a Lender or the Issuing Bank setting forth the amount or amounts necessary to compensate such Lender or the Issuing Bank or its holding company, as applicable, as specified in paragraph (a) or (b) of this Section shall be delivered to the Borrower and shall be conclusive absent manifest error.  The Borrower shall pay such Lender or the Issuing Bank, as applicable, the amount shown as due on any such certificate within 10 days after receipt thereof.

(d)  Failure or delay on the part of any Lender or the Issuing Bank to demand compensation pursuant to this Section shall not constitute a waiver of such Lender’s or the Issuing Bank’s right to demand such compensation, provided that the Borrower shall not be required to compensate a Lender or the Issuing Bank pursuant to this Section for any increased costs or reductions incurred more than 270 days prior to the date that such Lender or the Issuing Bank, as applicable, notifies the Borrower of the Change in Law giving rise to such increased costs or reductions and of such Lender’s or the Issuing Bank’s intention to claim compensation therefor, provided further that, if the Change in Law giving rise to such increased costs or reductions is retroactive, then the

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270-day period referred to above shall be extended to include the period of retroactive effect thereof.

SECTION 2.16. Break Funding Payments.  In the event of (a) the payment of any principal of any Eurodollar Loan other than on the last day of an Interest Period applicable thereto (including as a result of an Event of Default), (b) the conversion of any Eurodollar Loan other than on the last day of the Interest Period applicable thereto, (c) the failure to borrow, convert, continue or prepay any Revolving Loan or Tranche B Term Loan on the date specified in any notice delivered pursuant hereto (regardless of whether such notice may be revoked under Section 2.11(f) and is revoked in accordance therewith), or (d) the assignment of any Eurodollar Loan other than on the last day of the Interest Period applicable thereto as a result of a request by the Borrower pursuant to Section 2.19, then, in any such event, the Borrower shall compensate each Lender for the loss, cost and expense attributable to such event.  In the case of a Eurodollar Loan, such loss, cost or expense to any Lender shall be deemed to include an amount determined by such Lender to be the excess, if any, of (i) the amount of interest that would have accrued on the principal amount of such Loan had such event not occurred, at the Adjusted LIBO Rate that would have been applicable to such Loan, for the period from the date of such event to the last day of the then current Interest Period therefor (or, in the case of a failure to borrow, convert or continue, for the period that would have been the Interest Period for such Loan), over (ii) the amount of interest that would accrue on such principal amount for such period at the interest rate that such Lender would bid were it to bid, at the commencement of such period, for dollar deposits of a comparable amount and period from other banks in the eurodollar market.  A certificate of any Lender setting forth any amount or amounts that such Lender is entitled to receive pursuant to this Section shall be delivered to the Borrower and shall be conclusive absent manifest error.  The Borrower shall pay such Lender the amount shown as due on any such certificate within 10 days after receipt thereof.

SECTION 2.17. Taxes.  (a)  Any and all payments by or on account of any obligation of the Borrower hereunder or under any other Loan Document shall be made free and clear of and without deduction for any Indemnified Taxes or Other Taxes, provided that if the Borrower shall be required to deduct any Indemnified Taxes or Other Taxes from such payments, then (i) the sum payable shall be increased as necessary so that after making all required deductions (including deductions applicable to additional sums payable under this Section) the Administrative Agent, Lender or Issuing Bank (as applicable) receives an amount equal to the sum it would have received had no such deductions been made, (ii) the Borrower shall make such deductions and (iii) the Borrower shall pay the full amount deducted to the relevant Governmental Authority in accordance with applicable law.

(b)  In addition, the Borrower shall pay any Other Taxes to the relevant Governmental Authority in accordance with applicable law.

(c)  The Borrower shall indemnify the Administrative Agent, each Lender and the Issuing Bank, within 30 days after written demand therefor, for the full amount of any Indemnified Taxes or Other Taxes paid by the Administrative Agent, such Lender or

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the Issuing Bank, as applicable, on or with respect to any payment by or on account of any obligation of the Borrower hereunder or under any other Loan Document (including Indemnified Taxes or Other Taxes imposed or asserted on or attributable to amounts payable under this Section) and any penalties, interest and reasonable expenses arising therefrom or with respect thereto, whether or not such Indemnified Taxes or Other Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority.  A certificate as to the amount of such payment or liability delivered to the Borrower by a Lender or the Issuing Bank, or by the Administrative Agent on its own behalf or on behalf of a Lender or the Issuing Bank, shall be conclusive absent manifest error.

(d)  As soon as practicable after any payment of Indemnified Taxes or Other Taxes by the Borrower to a Governmental Authority, the Borrower shall deliver to the Administrative Agent the original or a certified copy of a receipt issued by such Governmental Authority evidencing such payment, if any, a copy of the return reporting such payment or other evidence of such payment reasonably satisfactory to the Administrative Agent.

(e)  Any Foreign Lender that is entitled to an exemption from or reduction of withholding tax under the law of the jurisdiction in which the Borrower is located, or any treaty to which such jurisdiction is a party, with respect to payments under this Agreement shall deliver to the Borrower (with a copy to the Administrative Agent), on or prior to the Effective Date in the case of each Foreign Lender that is a signatory hereto, and on the date of assignment pursuant to which it becomes a Lender in the case of each other Lender and from time to time thereafter is reasonably requested by either of the Borrower or the Administrative Agent, such properly completed and executed documentation prescribed by applicable law or reasonably requested by the Borrower as will permit such payments to be made without withholding or at a reduced rate, provided that such Foreign Lender has received written notice from the Borrower advising it of the availability of such exemption or reduction and supplying all applicable documentation.

(f)  If the Administrative Agent or a Lender determines, in its sole discretion, that it has received a refund of any Indemnified Taxes or Other Taxes as to which it has been indemnified by the Borrower or with respect to which the Borrower has paid additional amounts pursuant to this Section 2.17, it shall pay over such refund to the Borrower (but only to the extent of indemnity payments made, or additional amounts paid, by the Borrower under this Section 2.17 with respect to the Indemnified Taxes or Other Taxes giving rise to such refund), net of all out-of-pocket expenses of the Administrative Agent or such Lender and without interest (other than any interest paid by the relevant Governmental Authority with respect to such refund), provided, that the Borrower, upon the request of the Administrative Agent or such Lender, agrees to repay the amount paid over to the Borrower (plus any penalties, interest or other charges imposed by the relevant Governmental Authority) to the Administrative Agent or such Lender in the event the Administrative Agent or such Lender is required to repay such refund to such Governmental Authority.  This Section shall not be construed to require the Administrative Agent or any Lender to make available its tax returns (or any other information relating to its taxes that it deems confidential) to the Borrower or any other Person.

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SECTION 2.18. Payments Generally; Pro Rata Treatment; Sharing of Set-offs.  (a)  The Borrower shall make each payment required to be made by it hereunder or under any other Loan Document (whether of principal, interest, fees or reimbursement of LC Disbursements, or of amounts payable under Section 2.15, 2.16 or 2.17, or otherwise) prior to the time expressly required hereunder or under such other Loan Document for such payment (or, if no such time is expressly required, prior to 3:00 p.m., New York City time), on the date when due, in immediately available funds, without set-off or counterclaim.  Any amounts received after such time on any date may, in the discretion of the Administrative Agent, be deemed to have been received on the next succeeding Business Day for purposes of calculating interest thereon.  All such payments shall be made to the Administrative Agent at its offices at 270 Park Avenue, New York, New York, except payments to be made directly to the Issuing Bank or Swingline Lender as expressly provided herein and except that payments pursuant to Sections 2.15, 2.16, 2.17 and 9.03 shall be made directly to the Persons entitled thereto and payments pursuant to other Loan Documents shall be made to the Persons specified therein.  The Administrative Agent shall distribute any such payments received by it for the account of any other Person to the appropriate recipient promptly following receipt thereof.  If any payment under any Loan Document shall be due on a day that is not a Business Day, the date for payment shall be extended to the next succeeding Business Day, and, in the case of any payment accruing interest, interest thereon shall be payable for the period of such extension.  All payments under each Loan Document shall be made in dollars.

(b)  If at any time insufficient funds are received by and available to the Administrative Agent to pay fully all amounts of principal, unreimbursed LC Disbursements, interest and fees then due hereunder, such funds shall be applied (i) first, towards payment of interest and fees then due hereunder, ratably among the parties entitled thereto in accordance with the amounts of interest and fees then due to such parties, and (ii) second, towards payment of principal and unreimbursed LC Disbursements then due hereunder, ratably among the parties entitled thereto in accordance with the amounts of principal and unreimbursed LC Disbursements then due to such parties.

(c)  If any Lender shall, by exercising any right of set-off or counterclaim or otherwise, obtain payment in respect of any principal of or interest on any of its Revolving Loans, Tranche B Term Loans or participations in LC Disbursements or Swingline Loans resulting in such Lender receiving payment of a greater proportion of the aggregate amount of its Revolving Loans, Tranche B Term Loans and participations in LC Disbursements and Swingline Loans and accrued interest thereon than the proportion received by any other Lender, then the Lender receiving such greater proportion shall purchase (for cash at face value) participations in the Revolving Loans, Tranche B Term Loans and participations in LC Disbursements and Swingline Loans of other Lenders to the extent necessary so that the benefit of all such payments shall be shared by the Lenders ratably in accordance with the aggregate amount of principal of and accrued interest on their respective Revolving Loans, Tranche B Term Loans and participations in LC Disbursements and Swingline Loans, provided that (i) if any such participations are purchased and all or any portion of the payment giving rise thereto is recovered, such participations shall be rescinded and the purchase price restored to the

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extent of such recovery, without interest, and (ii) the provisions of this paragraph shall not be construed to apply to any payment made by the Borrower pursuant to and in accordance with the express terms of this Agreement or any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Loans or participations in LC Disbursements to any assignee or participant, other than to the Borrower or any Subsidiary or Affiliate thereof (as to which the provisions of this paragraph shall apply).  The Borrower consents to the foregoing and agrees, to the extent it may effectively do so under applicable law, that any Lender acquiring a participation pursuant to the foregoing arrangements may exercise against the Borrower rights of set-off and counterclaim with respect to such participation as fully as if such Lender were a direct creditor of the Borrower in the amount of such participation.

(d)  Unless the Administrative Agent shall have received notice from the Borrower prior to the date on which any payment is due to the Administrative Agent for the account of the Lenders or the Issuing Bank hereunder that the Borrower will not make such payment, the Administrative Agent may assume that the Borrower has made such payment on such date in accordance herewith and may, in reliance upon such assumption and in its sole discretion, distribute to the Lenders or the Issuing Bank, as applicable, the amount due.  In such event, if the Borrower has not in fact made such payment, then each of the Lenders or the Issuing Bank, as applicable, severally agrees to repay to the Administrative Agent forthwith on demand the amount so distributed to such Lender or Issuing Bank with interest thereon, for each day from and including the date such amount is distributed to it to but excluding the date of payment to the Administrative Agent, at the greater of the Federal Funds Effective Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation.

(e)  If any Lender shall fail to make any payment required to be made by it pursuant to Section 2.04(c), 2.05(d) or (e), 2.06(a), 2.18(d) or 9.03(c), then the Administrative Agent may, in its discretion (notwithstanding any contrary provision hereof), apply any amounts thereafter received by the Administrative Agent for the account of such Lender to satisfy such Lender’s obligations under such Sections until all such unsatisfied obligations are fully paid.

SECTION 2.19. Mitigation Obligations; Replacement of Lenders.  (a)  If any Lender requests compensation under Section 2.15, or if the Borrower is required to pay any additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.17, then such Lender shall use reasonable efforts to designate a different lending office for funding or booking its Loans hereunder or to assign its rights and obligations hereunder to another of its offices, branches or affiliates, if, in the judgment of such Lender, such designation or assignment (i) would eliminate or reduce amounts payable pursuant to Section 2.15 or 2.17, as applicable, in the future and (ii) would not subject such Lender to any unreimbursed cost or expense and would not otherwise be disadvantageous to such Lender.  The Borrower hereby agrees to pay all reasonable costs and expenses incurred by any Lender in connection with any such designation or assignment.

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(b)  If any Lender requests compensation under Section 2.15, or if the Borrower is required to pay any additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.17, or if any Lender defaults in its obligation to fund Loans hereunder, then the Borrower may, at its sole expense and effort, upon notice to such Lender and the Administrative Agent, require such Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in Section 9.04), all its interests, rights and obligations under this Agreement to an assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment), provided that (i) the Borrower shall have received the prior written consent of the Administrative Agent (and if a Revolving Commitment is being assigned, the Issuing Bank and the Swingline Lender), which consent shall not unreasonably be withheld, (ii) such Lender shall have received payment of an amount equal to the outstanding principal of its Loans and participations in LC Disbursements and Swingline Loans, accrued interest thereon, accrued fees and all other amounts payable to it hereunder, from the assignee (to the extent of such outstanding principal and accrued interest and fees) or the Borrower (in the case of all other amounts) and (iii) in the case of any such assignment resulting from a claim for compensation under Section 2.15 or payments required to be made pursuant to Section 2.17, such assignment will result in a material reduction in such compensation or payments.  A Lender shall not be required to make any such assignment and delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the Borrower to require such assignment and delegation cease to apply.

SECTION 2.20. Incremental Extensions of Credit.  At any time during the Revolving Availability Period, subject to the terms and conditions set forth herein, the Borrower may at any time and from time to time, by notice to the Administrative Agent (whereupon the Administrative Agent shall promptly deliver a copy to each of the Lenders), request to add additional term loans or additional revolving commitments (together, the “Incremental Extensions of Credit”) in minimum principal amounts of $25,000,000, provided that such amount may be less than $25,000,000 if such amount represents all the remaining availability under the aggregate principal amount set forth below, provided, further, that (x) immediately prior to and after giving effect to any Incremental Facility Amendment, no Default has occurred or is continuing or shall result therefrom and (y) the Borrower shall be in compliance on a Pro Forma Basis with the Financial Performance Covenants recomputed as of the last day of the most recently ended fiscal quarter of the Borrower for which financial statements are available.  The Incremental Extensions of Credit (a) shall be in an aggregate principal amount not exceeding $100,000,000, (b) shall rank pari passu or junior in right of payment and right of security in respect of the Collateral with the Revolving Loans and Tranche B Term Loans and (c) other than amortization, pricing or maturity date, shall have the same terms as the Tranche B Term Loans or Revolving Commitments, as applicable, existing immediately prior to the effectiveness of such Incremental Facility Amendment (the “Existing Extensions of Credit”), provided that (i) if the Applicable Rate (which, for such purposes only, shall be deemed to include all upfront or similar fees or original issue discount payable to all Lenders providing such Incremental Extensions of Credit) relating to the Incremental Extensions of Credit that are revolving loans and term loans exceeds the Applicable Rate (which, for such purposes only, shall be deemed to include all

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upfront or similar fees or original issue discount payable to all Lenders providing such Existing Extensions of Credit) relating to the Revolving Loans and Tranche B Term Loans, respectively, by more than 0.25%, the Applicable Rate relating to the applicable Existing Extensions of Credit shall be adjusted to be equal to the Applicable Rate (which, for such purposes only, shall be deemed to include all upfront or similar fees or original issue discount payable to all Lenders providing such Incremental Extensions of Credit) relating to the applicable Incremental Extensions of Credit minus 0.25%, (ii) the Incremental Extensions of Credit in the form of term loans shall not have a final maturity date earlier than the Tranche B Maturity Date, (iii) the Incremental Extensions of Credit in the form of revolving loans shall not have a final maturity date earlier than the Revolving Maturity Date, (iv) the Incremental Extensions of Credit in the form of term loans shall not have a weighted average life that is shorter than that of the then-remaining weighted average life of the Existing Extensions of Credit that are Tranche B Term Loans and (v) the Incremental Extensions of Credit in the form of revolving loans shall not require any mandatory commitment reductions, mandatory prepayments or scheduled payments other than those applicable to the Revolving Loans and Revolving Commitments.  The Borrower shall by written notice offer each Lender providing Existing Extensions of Credit (an “Existing Lender”) the opportunity for no less than ten Business Days after delivery of the notice to commit to provide its pro rata portion (based on the amount of its outstanding Tranche B Term Loans or outstanding Revolving Loans and unused Revolving Commitments, as applicable, on the date of such notice) any requested Incremental Extension of Credit, provided that no Existing Lender shall be obligated to provide any Incremental Extension of Credit unless it so agrees.  Any additional bank, financial institution, Existing Lender or other Person that elects to extend Incremental Extensions of Credit shall be reasonably satisfactory to the Borrower and the Administrative Agent (any such bank, financial institution, Existing Lender or other Person being called an “Additional Lender”) and shall become a Lender under this Agreement, pursuant to an amendment (an “Incremental Facility Amendment”) to this Agreement, giving effect to the modifications permitted by this Section 2.20, and, as appropriate, the other Loan Documents, executed by the Borrower, each Additional Lender and the Administrative Agent.  Commitments in respect of Incremental Extensions of Credit shall be Commitments under this Agreement.  An Incremental Facility Amendment may, without the consent of any other Lenders, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the opinion of the Administrative Agent, to effect the provisions of this Section (including voting provisions applicable to the Additional Lenders comparable to the provisions of clause (B) of the second proviso of Section 9.02(b)).  The effectiveness of any Incremental Facility Amendment shall be subject to the satisfaction on the date thereof (each, an “Incremental Facility Closing Date”) of each of the conditions set forth in Section 4.02 (it being understood that all references to “the date of such Borrowing” in such Section 4.02 shall be deemed to refer to the Incremental Facility Closing Date).  The proceeds of the Incremental Extensions of Credit shall be used for working capital and general corporate purposes (including Permitted Acquisitions).

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ARTICLE III

Representations and Warranties

The Borrower represents and warrants to the Lenders that:

SECTION 3.01. Organization; Power.  Each of Holdings, the Borrower and the Subsidiaries (a) is duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization, (b) has the power and authority and all governmental rights, qualifications, approvals, authorizations, permits, accreditations, Reimbursement Approvals, licenses and franchises material to the business of the Borrower and the Subsidiaries taken as a whole that are necessary to own its assets, to carry on its business as now conducted and as proposed to be conducted and to execute, deliver and perform its obligations under each Loan Document to which it is a party and (c) except where the failure to do so, individually or in the aggregate, is not reasonably likely to result in a Material Adverse Effect, is qualified to do business in, and is in good standing in, every jurisdiction where such qualification is required.

SECTION 3.02. Authorization; Enforceability.  The Transactions to be entered into by each Loan Party have been duly authorized by all necessary corporate or other action and, if required, stockholder action.  This Agreement has been duly executed and delivered by each of Holdings and the Borrower and constitutes, and each other Loan Document to which any Loan Party is to be a party, when executed and delivered by such Loan Party, will constitute, a legal, valid and binding obligation of Holdings, the Borrower or such Loan Party, as applicable, enforceable in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at law.

SECTION 3.03. Governmental Approvals; No Conflicts.  The Transactions (a) do not require any consent or approval of, registration or filing with, or any other action by, any Governmental Authority, except such as have been obtained or made and are in full force and effect and except filings necessary to perfect Liens created under the Loan Documents, (b) will not violate any Requirement of Law applicable to Holdings, the Borrower or any of the Subsidiaries, as applicable, (c) will not violate or result in a default under any indenture, Management Services Agreement or other material agreement or instrument binding upon Holdings, the Borrower or any of the Subsidiaries or its assets, or give rise to a right thereunder to require any payment to be made by Holdings, the Borrower or any of the Subsidiaries or give rise to a right of, or result in, termination, cancelation or acceleration of any material obligation thereunder, (d) will not result in a Limitation on any right, qualification, approval, permit, accreditation, authorization, Reimbursement Approval, license or franchise or authorization granted by any Governmental Authority, Third Party Payor or other Person applicable to the business, operations or assets of the Borrower or any of the Subsidiaries or adversely affect the ability of the Borrower or any of the Subsidiaries to participate in any Third Party Payor Arrangement except for Limitations, individually or in the aggregate, that are not material to the business of the Borrower and the Subsidiaries,

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taken as a whole, and (e) will not result in the creation or imposition of any Lien on any asset of Holdings, the Borrower or any of the Subsidiaries, except Liens created under the Loan Documents.  There is no pending or, to the knowledge of the Borrower, threatened Limitation by any Governmental Authority, Third Party Payor or any other Person of any right, qualification, approval, permit, authorization, accreditation, Reimbursement Approval, license or franchise of the Borrower, any Subsidiary or any Affiliated Practice, except for such Limitations, individually or in the aggregate, as are not reasonably likely to result in a Material Adverse Effect.  No certifications by any Governmental Authority or any Third Party Payor are required for operation of the business of the Borrower and the Subsidiaries and neither the Borrower nor any Subsidiary is required to have entered into any agreement with a Third Party Payor for the operation of the business of the Borrower and the Subsidiaries.  All material Affiliated Practices have the power and authority, all governmental rights, qualifications, permits, authorizations, approvals, accreditations, Reimbursement Approvals, licenses and franchises material to the business of the Borrower and the Subsidiaries, taken as a whole, that are necessary to own its assets and to carry on its business as now conducted and as proposed to be conducted.

SECTION 3.04. Financial Condition; No Material Adverse Change.  (a)  The Borrower has heretofore furnished to the Lenders its consolidated balance sheet and consolidated statements of operations and comprehensive income, stockholders’ equity and cash flows (i) as of and for the fiscal years ended December 31, 2001, December 31, 2002, and December 31, 2003, reported on by PricewaterhouseCoopers LLP, independent public accountants, and (ii) as of and for the fiscal quarter ended March 31, 2004 (and comparable period for the prior fiscal year), certified by its chief financial officer.  Such financial statements present fairly, in all material respects, the financial position and results of operations and cash flows of the Borrower and the Subsidiaries as of such dates and for such periods in accordance with GAAP consistently applied, subject to year-end audit adjustments and the absence of footnotes in the case of the statements referred to in clause (ii) above.

(b)  The Borrower has heretofore furnished to the Lenders its pro forma consolidated balance sheet as of the Effective Date, prepared giving effect to the Transactions as if the Transactions had occurred on such date.  Such pro forma consolidated balance sheet (i) has been prepared in good faith based on the same assumptions used to prepare the pro forma financial statements included in the Information Memorandum (which assumptions are believed by the Borrower to be reasonable), (ii) accurately reflects all adjustments necessary to give effect to the Transactions and (iii) presents fairly, in all material respects, the pro forma financial position of the Borrower and the Subsidiaries as of the Effective Date as if the Transactions had occurred on such date.

(c)  Except as disclosed in the financial statements referred to above or the notes thereto or in the Information Memorandum and except for the Disclosed Matters, after giving effect to the Transactions, none of the Borrower or its Subsidiaries has, as of the Effective Date, any material direct or contingent liabilities.

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(d)  No event, change or condition has occurred that has had, or is reasonably likely to have, a material adverse effect on the business, operations, assets, liabilities, financial condition or results of operations of Holdings, the Borrower and the Subsidiaries, taken as a whole, since December 31, 2003.

SECTION 3.05. Properties.  (a)  Each of Holdings, the Borrower and the Subsidiaries has good title to, or valid leasehold interests in, all its real and personal property material to its business (including its Mortgaged Properties), free and clear of all Liens, except for Permitted Encumbrances and minor defects in title that do not interfere in any material respect with its ability to conduct its business or to utilize such properties for their intended purposes.

(b)  Each of Holdings, the Borrower and the Subsidiaries owns, licenses or possesses the right to use, all trademarks, tradenames, copyrights, patents and other intellectual property material to its business, and the use thereof by Holdings, the Borrower and the Subsidiaries does not infringe upon the rights of any other Person, except for any such infringements that, individually or in the aggregate, are not reasonably likely to result in a Material Adverse Effect.

(c)  Schedule 3.05 sets forth the address of each real property that is owned or leased by Holdings, the Borrower or any of the Subsidiaries as of the Effective Date after giving effect to the Transactions.

(d)  As of the Effective Date, neither Holdings or the Borrower nor any of the Subsidiaries has received notice of, or has knowledge of, any pending or contemplated condemnation proceeding affecting any Mortgaged Property or any sale or disposition thereof in lieu of condemnation.  As of the Effective Date, neither any Mortgaged Property nor any interest therein is subject to any right of first refusal, option or other contractual right to purchase such Mortgaged Property or interest therein.

SECTION 3.06. Litigation and Environmental Matters.  (a)  There are no actions, suits or proceedings by or before any arbitrator or Governmental Authority pending against or, to the knowledge of Holdings, the Borrower or any Subsidiary, threatened against or affecting Holdings, the Borrower or any Subsidiary that are reasonably likely to (i) have a Material Adverse Effect or (ii) adversely affect the ability of the Loan Parties to consummate the Transactions or the other transactions contemplated hereby.

(b)  Except for the Disclosed Matters and except with respect to any other matters that, individually or in the aggregate, are not reasonably likely to result in a Material Adverse Effect, neither Holdings, the Borrower nor any Subsidiary (i) has failed to comply with any Environmental Law or to obtain, maintain or comply with any permit, license or other approval required under any Environmental Law, (ii) has become subject to any Environmental Liability, (iii) has received notice of any claim with respect to any Environmental Liability or (iv) knows of any basis for any Environmental Liability.

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SECTION 3.07. Compliance with Laws and Agreements.  Except with respect to any matters that, individually or in the aggregate, are not material to the business of the Borrower and the Subsidiaries, taken as a whole, each of Holdings, the Borrower, the Subsidiaries and, to the knowledge of the Borrower, the Affiliated Practices, is in compliance with all material Requirements of Law applicable to it or its property and all material indentures, agreements and other instruments binding upon it or its property.

SECTION 3.08. Investment and Holding Company Status.  Neither Holdings, the Borrower nor any Subsidiary is (a) an “investment company” as defined in, or subject to regulation under, the Investment Company Act of 1940 or (b) a “holding company” as defined in, or subject to regulation under, the Public Utility Holding Company Act of 1935.

SECTION 3.09. Taxes.  Each of Holdings, the Borrower and the Subsidiaries has timely filed or caused to be filed all Federal and other material Tax returns and reports required to have been filed and has paid or caused to be paid all Taxes required to have been paid by it, except (a) any Taxes that are being contested in good faith by appropriate proceedings and for which Holdings, the Borrower or such Subsidiary, as applicable, has set aside on its books adequate reserves in accordance with GAAP or (b) to the extent that the failure to do so is not reasonably likely to result in a Material Adverse Effect.

SECTION 3.10. ERISA.  No ERISA Event has occurred or is reasonably likely to occur that, when taken together with all other such ERISA Events for which liability is reasonably likely to occur, is reasonably likely to result in a Material Adverse Effect.  The present value of all accumulated benefit obligations under each Plan (based on the assumptions used for purposes of Statement of Financial Accounting Standards No. 87) did not, as of the date of the most recent financial statements reflecting such amounts, exceed the fair value of the assets of such Plan.

SECTION 3.11. Disclosure.  Neither the Information Memorandum nor any of the other reports, financial statements, certificates or other information furnished by or on behalf of any Loan Party to the Administrative Agent or any Lender in connection with the negotiation of this Agreement or any other Loan Document or delivered hereunder or thereunder (as modified or supplemented by other information so furnished) contains any material misstatement of fact or omits to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, provided that the foregoing shall not apply to any projected financial information other than the projected financial information included in the Information Memorandum, and with respect to such projected financial information, Holdings and the Borrower represent only that such information was prepared in good faith based upon assumptions believed by it to be reasonable at the time delivered and as of the Effective Date.

SECTION 3.12. Subsidiaries.  Before giving effect to the Merger, Holdings does not have any subsidiaries other than MergerCo.  After giving effect to the

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Merger, as of the Effective Date, Holdings does not have any subsidiaries other than the Borrower and the Subsidiaries, Permitted Joint Ventures and Inactive Subsidiaries listed on Schedule 3.12.  Schedule 3.12 sets forth the name of, and the ownership or beneficial interest of Holdings, in each subsidiary, including the Borrower, and identifies each Subsidiary that is a Subsidiary Loan Party, in each case as of the Effective Date.

SECTION 3.13. Insurance.  Schedule 3.13 sets forth a description of all insurance maintained by or on behalf of Holdings, the Borrower and the Subsidiaries as of the Effective Date.  As of the Effective Date, all premiums in respect of such insurance have been paid.  Holdings and the Borrower believe that the insurance maintained by or on behalf of the Borrower and the Subsidiaries is adequate.

SECTION 3.14. Labor Matters.  As of the Effective Date, there are no strikes, lockouts or slowdowns against Holdings, the Borrower or any Subsidiary pending or, to the knowledge of Holdings or the Borrower, threatened.  The hours worked by and payments made to employees of the Borrower and the Subsidiaries have not been in violation of the Fair Labor Standards Act or any other applicable Federal, state, local or foreign law dealing with such matters.  All payments due from Holdings, the Borrower or any Subsidiary, or for which any claim may be made against Holdings, the Borrower or any Subsidiary, on account of wages and employee health and welfare insurance and other benefits, have been paid or accrued as a liability on the books of Holdings, the Borrower or such Subsidiary.  The consummation of the Transactions will not give rise to any right of termination or right of renegotiation on the part of any union under any collective bargaining agreement to which Holdings, the Borrower or any Subsidiary is bound.

SECTION 3.15. Solvency.  Immediately after the consummation of the Transactions to occur on the Effective Date (a) the fair value of the assets of each Loan Party, at a fair valuation, will exceed its debts and liabilities, subordinated, contingent or otherwise, (b) the present fair saleable value of the property of each Loan Party will be greater than the amount that will be required to pay the probable liability of its debts and other liabilities, subordinated, contingent or otherwise, as such debts and other liabilities become absolute and matured, (c) each Loan Party will be able to pay its debts and liabilities, subordinated, contingent or otherwise, as such debts and liabilities become absolute and matured, and (d) each Loan Party will not have unreasonably small capital with which to conduct the business in which it is engaged as such business is now conducted and is proposed to be conducted following the Effective Date, in each case after giving effect to any rights of indemnification, contribution or subrogation arising among the Subsidiary Loan Parties pursuant to the Collateral Agreement or by law.

SECTION 3.16. Senior Indebtedness.  The Obligations constitute (a) “Senior Debt” under and as defined in the Senior Notes Documents, (b) “Designated Senior Debt” under and as defined in the Senior Subordinated Notes Documents and (c) “Senior Debt” or a comparable term under and as defined in (i) the Existing Senior Subordinated Notes Documents, (ii) the Physician Notes and (iii) the documentation governing any Additional Subordinated Debt.

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SECTION 3.17. Reimbursement from Third Party Payors.  The accounts receivable of Holdings, the Borrower and the Subsidiaries and, to the knowledge of Holdings and the Borrower, the Affiliated Practices have been and will continue to be adjusted to reflect the reimbursement policies required by all applicable Requirements of Law and other Third Party Payor Arrangements to which Holdings, the Borrower, such Subsidiary or Affiliated Practice is subject, and do not exceed in any material respect amounts the Borrower, such Subsidiary or such Affiliated Practice is entitled to receive under any capitation arrangement, fee schedule, discount formula, cost-based reimbursement or other adjustment or limitation to usual charges.  All billings by Holdings, the Borrower, each Subsidiary and, to the knowledge of the Borrower, each Affiliated Practice pursuant to any Third Party Payor Arrangements have been made in compliance with all applicable Requirements of Law, except where failure to comply would not, individually or in the aggregate, be reasonably likely to have a Material Adverse Effect.  There has been no intentional or material over-billing or over-collection by the Borrower or any Subsidiary pursuant to any Third Party Payor Arrangements, other than as created by routine adjustments and disallowances made in the ordinary course of business by the Third Party Payors with respect to such billings.

SECTION 3.18. Fraud and Abuse.  Except as set forth on Schedule 3.18, none of Holdings, the Borrower, any Subsidiary or, to the knowledge of Holdings and the Borrower, any Affiliated Practice, nor any of their respective partners, members, stockholders, officers or directors, acting on behalf of Holdings, the Borrower, any Subsidiary or any Affiliated Practice, have engaged on behalf of Holdings, Borrower, any Subsidiary or any Affiliated Practice in any activities that are prohibited under 42 U.S.C. § 1320a-7, 42 U.S.C. § 1320a-7a, 42 U.S.C. § 1320a-7b, 42 U.S.C. § 1395nn, 31 U.S.C. § 3729 et seq., or the regulations promulgated thereunder, or related Requirements of Law, or under any similar state law or regulation, or that are prohibited by binding rules of professional conduct, including (a) knowingly and willfully making or causing to be made a false statement or misrepresentation of a material fact in any application for any benefit or payment, (b) knowingly and willfully making or causing to be made any false statement or misrepresentation of a material fact for use in determining rights to any benefit or payment, (c) failing to disclose knowledge by a claimant of the occurrence of any event affecting the initial or continued right to any benefit or payment on its own behalf or on behalf of another, with intent to secure such benefit or payment fraudulently, (d) knowingly and willfully soliciting or receiving any remuneration (including any kickback, bribe or rebate), directly or indirectly, overtly or covertly, in cash or in kind, or offering to pay or receive such remuneration (i) in return for referring an individual to a Person for the furnishing or arranging for the furnishing of any item or service for which payment may be made, in whole or in part, pursuant to any Third Party Payor Arrangement to which the foregoing rules and regulations apply or (ii) in return for purchasing, leasing or ordering or arranging for or recommending purchasing, leasing or ordering any good, facility, service, or item for which payment may be made, in whole or in part, pursuant to any Third Party Payor Agreement to which the foregoing rules and regulations apply and (e) making any prohibited referral for designated health services, or presenting or causing to be presented a claim or bill to any individual, third party payor or other entity for designated health services furnished pursuant to a prohibited referral.  Neither Holdings, the Borrower nor any Subsidiary shall be considered to be in breach of

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this Section so long as (a) it shall have taken such actions (including implementation of appropriate internal controls) as may be reasonably necessary to prevent such prohibited actions and (b) such prohibited actions as have occurred, individually or in the aggregate, are not reasonably likely to have a Material Adverse Effect.

ARTICLE IV

Conditions

SECTION 4.01. Effective Date.  The obligations of the Lenders to make Loans and of the Issuing Bank to issue Letters of Credit hereunder shall not become effective until the date on which each of the following conditions is satisfied (or waived in accordance with Section 9.02):

(a) The Administrative Agent shall have received from each party hereto either (i) a counterpart of this Agreement signed on behalf of such party or (ii) written evidence satisfactory to the Administrative Agent (which may include telecopy transmission of a signed signature page of this Agreement) that such party has signed a counterpart of this Agreement.

(b) The Administrative Agent shall have received a written opinion (addressed to the Administrative Agent and the Lenders and dated the Effective Date) of each of (i) Ropes & Gray LLP, counsel for Holdings and the Borrower, substantially in the form of Exhibit B-1, and (ii) local counsel in each jurisdiction where a Subsidiary is organized or a Mortgaged Property is located, substantially in the form of Exhibit B-2, and, in the case of each such opinion required by this paragraph, covering such other matters relating to the Loan Parties, the Loan Documents or the Transactions as the Administrative Agent shall reasonably request.  Holdings and the Borrower hereby request such counsel to deliver such opinions.

(c) The Administrative Agent shall have received such documents and certificates as the Administrative Agent or its counsel may reasonably request relating to the organization, existence and good standing of each Loan Party, the authorization of the Transactions and any other legal matters relating to the Loan Parties, the Loan Documents or the Transactions, all in form and substance reasonably satisfactory to the Administrative Agent and its counsel.

(d) The Administrative Agent shall have received a certificate, dated the Effective Date and signed by a Financial Officer, confirming compliance with the conditions set forth in paragraphs (a) and (b) of Section 4.02 (other than, with respect to paragraph (a) of Section 4.02, the representation and warranty set forth in paragraph (d) of

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Section 3.04, which representation and warranty need not be made on the Effective Date).

(e) The Administrative Agent shall have received all fees and other amounts due and payable on or prior to the Effective Date, including, to the extent invoiced, reimbursement or payment of all out-of-pocket expenses (including fees, charges and disbursements of counsel) required to be reimbursed or paid by any Loan Party hereunder or under any other Loan Document.

(f) The Collateral and Guarantee Requirement shall have been satisfied and the Administrative Agent shall have received (i) a completed Perfection Certificate dated the Effective Date and signed by the chief financial officer and a legal officer of the Borrower, together with all attachments contemplated thereby, including the results of a search of the Uniform Commercial Code (or equivalent) filings made with respect to the Loan Parties in the jurisdictions contemplated by the Perfection Certificate and copies of the financing statements (or similar documents) disclosed by such search and evidence reasonably satisfactory to the Administrative Agent that the Liens indicated by such financing statements (or similar documents) are permitted by Section 6.02 or have been released and (ii) evidence that the concentration account arrangements contemplated by the Collateral Agreement have been established, provided that the Collateral Agent may, in its reasonable judgment, grant extensions of time for compliance with the Collateral and Guarantee Requirement by any Loan Party.

(g) The Administrative Agent shall have received evidence that the insurance required by Section 5.07 and the Security Documents is in effect.

(h) The Borrower shall have received (or simultaneously with the initial funding of the Loans shall receive) gross cash proceeds of (i) not less than $300,000,000 from the issuance of the Senior Notes and (ii) not less than $275,000,000 from the issuance of the Senior Subordinated Notes.  The terms and conditions of the Senior Notes and the Senior Subordinated Notes and the form and substance of the Notes Documents shall be reasonably satisfactory to the Lenders.  The Administrative Agent shall have received copies of the Notes Documents, certified by a Financial Officer as complete and correct in all material respects.

(i) All requisite material Governmental Authorities and third parties shall have approved or consented to the Transactions, all applicable waiting or appeal periods (including any extensions thereof) shall have expired and there shall be no governmental or judicial action, actual or

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threatened, that could reasonably be expected to restrain, prevent or impose burdensome conditions on the Transactions.

(j) The Lenders shall have received a pro forma consolidated balance sheet of the Borrower as of the Effective Date, reflecting all pro forma adjustments as if the Transactions had been consummated on such date, and such pro forma consolidated balance sheet shall be consistent in all material respects with the forecasts and other information previously provided to the Lenders.  After giving effect to the Transactions, none of Holdings, the Borrower or any Subsidiary shall have outstanding any preferred stock or any Indebtedness, other than (i) Indebtedness incurred under the Loan Documents, (ii) the Senior Notes, (iii) the Senior Subordinated Notes and (iv) Indebtedness set forth on Schedule 6.01.  The terms and conditions of (a) all Indebtedness to remain outstanding after the Effective Date (including terms and conditions relating to interest rates, fees, amortization, maturity, redemption, subordination, covenants, events of default and remedies) and (b) all preferred stock to be issued in connection with the Transactions or to remain outstanding after the Effective Date (including terms and conditions relating to cash dividend payments, dividend rates, redemption, subordination, covenants, conversion, voting rights, events of default and remedies) shall be in compliance with this Agreement or otherwise reasonably satisfactory in all material respects to the Lenders.

(k) All obligations under or relating to the Existing Credit Agreement and the Existing Synthetic Lease Facility (in each case, other than customary indemnification obligations) and all liens, guarantees and security interests granted in respect thereof (including all adequate protection obligations related thereto) shall have been discharged, and the terms and conditions of such discharge shall be satisfactory to the Administrative Agent.  The Administrative Agent shall have received payoff and release letters with respect to each of the Existing Credit Agreement and the Existing Synthetic Lease Facility in form and substance reasonably satisfactory to the Administrative Agent.

(l) The Administrative Agent shall have received a certificate, dated the Effective Date and signed by a Financial Officer, confirming that since December 31, 2003, there has been no event, change, condition, circumstance or state of facts or aggregation of events, changes, conditions, circumstances or state of facts, that has had or could reasonably be expected to have, individually or in the aggregate, (i) a material adverse effect on the business, operations, assets, liabilities, financial condition or results of operations of Holdings, the Borrower and the Subsidiaries taken as a whole, or (ii) a material adverse effect on the ability of the Borrower to perform its obligations under the Loan

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Documents, provided that for purposes of this paragraph (l) only, a “material adverse effect” shall be deemed not to include a material adverse effect arising directly as a result of changes or proposed changes in laws that result in changes in reimbursement by Government Programs (it being understood that any change or proposal of a change in pricing or reimbursement by any commercial entities (other than Government Programs) that has had or could reasonably be expected to have a material adverse effect on the business, operations, assets, liabilities, financial condition or results of operations of Holdings, the Borrower and the Subsidiaries, taken as a whole, shall be deemed to be a material adverse effect for purposes of this paragraph (l)).

(m) The Lenders shall have received (i) audited consolidated balance sheets and consolidated statements of operations and comprehensive income, stockholders’ equity and cash flows of the Borrower as of and for the fiscal years ended December 31, 2001, December 31, 2002, and December 31, 2003, and the related notes thereto, accompanied by a true and correct copy of the reports thereon by PricewaterhouseCoopers LLP, independent public accountants, and (ii) unaudited consolidated balance sheets and consolidated statements of operations and comprehensive income, stockholders’ equity and cash flows of the Borrower as of and for the fiscal quarter and the portion of the fiscal year ended June 30, 2004 (and comparable period for the prior fiscal year), prepared in accordance with GAAP consistently applied (subject to year-end audit adjustments and the absence of footnotes in the case of the statements in this clause (ii)), certified by a Financial Officer.

(n) The Administrative Agent shall have received a certificate, dated the Effective Date and signed by the president or a vice president of the Borrower or a Financial Officer, in form and substance satisfactory to the Administrative Agent, together with such other evidence reasonably requested by the Lenders, confirming the solvency of the Borrower and the Subsidiaries on a consolidated basis after giving effect to the Transactions.

(o) The Transactions shall have been consummated or shall be consummated simultaneously with the Effective Date (other than the Delayed Equity Payments, which will be paid after the Effective Date) in accordance with applicable law, the Merger Agreement and all other related documentation (without giving effect to any amendments or waivers to or of such documents that are adverse to the Lenders not approved by the Lenders).  No more than 8% of the outstanding common stock of the Borrower at the time the Merger is consummated shall constitute shares held by holders who properly exercise appraisal rights.

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(p) The Equity Contribution shall have been made.

(q) The Debt Tender Offer shall have been consummated or shall be consummated simultaneously with the initial funding of the Loans.

(r) There shall be no litigation, arbitration, administrative proceeding or consent decree that could reasonably be expected to have a material adverse effect on (a) the business, operations, performance, properties, condition (financial or otherwise), prospects or material agreements of or applicable to Holdings, the Borrower or the Subsidiaries, taken as a whole, after giving effect to the Transactions or (b) the ability of the parties to consummate the Transactions.

(s) The Lenders shall be reasonably satisfied in all respects with any tax sharing agreements among Holdings, the Borrower and the Subsidiaries after giving effect to the Transactions, and with the plans of Holdings with respect thereto.

(t) The consummation of the Transactions shall not (i) violate any applicable law, statute, rule or regulation or (ii) result in a default or event of default under, any material agreement of Holdings, the Borrower or any Subsidiary, after giving effect to the Transactions.

(u) The Lenders shall have received a certificate, dated the Effective Date and signed by a financial officer of Holdings, certifying that, after giving effect to the Transactions, (i) the Leverage Ratio for the period of four fiscal quarters ending on June 30, 2004, determined on a pro forma basis after giving effect to the Transactions, does not exceed 5.25 to 1.00, (ii) Consolidated EBITDA for the most recent twelve-month period ending at least 45 days prior to the Effective Date is greater than $210,000,000 and (iii) Pro Forma Adjusted EBITDA for the most recent twelve-month period ending at least 45 days prior to the Effective Date is greater than $165,000,000.

The Administrative Agent shall notify the Borrower and the Lenders of the Effective Date, and such notice shall be conclusive and binding.  Notwithstanding the foregoing, the obligations of the Lenders to make Loans and of the Issuing Bank to issue Letters of Credit hereunder shall not become effective unless each of the foregoing conditions is satisfied (or waived pursuant to Section 9.02) at or prior to 5:00 p.m., New York City time, on August 31, 2004 (and, in the event such conditions are not so satisfied or waived, the Commitments shall terminate at such time).

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SECTION 4.02. Each Credit Event.  The obligation of each Lender to make any Loan and of the Issuing Bank to issue, amend, renew or extend any Letter of Credit, is subject to receipt of the request therefor in accordance herewith and to the satisfaction of the following conditions:

(a) The representations and warranties of each Loan Party set forth in the Loan Documents shall be true and correct in all material respects (except to the extent any such representation or warranty is qualified by “materially,” “Material Adverse Effect” or a similar term, in which case such representation and warranty shall be true and correct in all respects) on and as of the date of such Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable, except to the extent such representations and warranties expressly relate to an earlier date (in which case such representations and warranties shall be true and correct (or true and correct in all material respects, as the case may be) as of such earlier date).

(b) At the time of and immediately after giving effect to such Borrowing or the issuance, amendment, renewal or extension of such Letter of Credit, as applicable, no Default shall have occurred and be continuing.

Each Borrowing (provided that a conversion or continuation of a Borrowing shall not constitute a “Borrowing” for purposes of this Section 4.02) and each issuance, amendment, renewal or extension of a Letter of Credit shall be deemed to constitute a representation and warranty by Holdings and the Borrower on the date thereof as to the matters specified in paragraphs (a) and (b) of this Section.

ARTICLE V

Affirmative Covenants

Until the Commitments have expired or been terminated and the principal of and interest on each Loan and all fees, expenses and other amounts payable under any Loan Document shall have been paid in full and all Letters of Credit shall have expired or terminated and all LC Disbursements shall have been reimbursed, each of Holdings and the Borrower covenants and agrees with the Lenders that:

SECTION 5.01. Financial Statements and Other Information.  The Borrower will furnish to the Administrative Agent (for distribution to each Lender):

(a) within 90 days (or such shorter period as the SEC shall specify for the filing of annual reports on Form 10-K) after the end of each fiscal year of the Borrower, its audited consolidated balance sheet and consolidated statements of operations and comprehensive income, stockholders’ equity and cash flows as of the end of and for such fiscal year, and the related notes thereto, setting forth in each case in

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comparative form the figures for the previous fiscal year, all reported on by independent public accountants of recognized national standing (without a “going concern” or like qualification or exception and without any qualification or exception as to the scope of such audit) to the effect that such consolidated financial statements present fairly in all material respects the financial condition and results of operations of the Borrower and the Subsidiaries on a consolidated basis in accordance with GAAP consistently applied;

(b) within 45 days (or such shorter period as the SEC shall specify for the filing of quarterly reports on Form 10-Q) after the end of each of the first three fiscal quarters of each fiscal year of the Borrower, its consolidated balance sheet and consolidated statements of operations and comprehensive income, stockholders’ equity and cash flows as of the end of and for such fiscal quarter and the then-elapsed portion of the fiscal year, setting forth in each case in comparative form the figures for the corresponding period or periods of (or, in the case of the balance sheet, as of the end of) the previous fiscal year, all certified by a Financial Officer as presenting fairly in all material respects the financial condition and results of operations of the Borrower and the Subsidiaries on a consolidated basis in accordance with GAAP consistently applied, subject to normal year-end audit adjustments and the absence of footnotes;

(c) concurrently with any delivery of financial statements under paragraph (a) or (b) above, a certificate of a Financial Officer (i) certifying as to whether a Default has occurred and, if a Default has occurred, specifying the details thereof and any action taken or proposed to be taken with respect thereto, (ii) setting forth reasonably detailed calculations (A) demonstrating compliance with Sections 6.12, 6.13 and 6.14 (including (x) any prepayment of the Loans as set forth in the definition of “Leverage Ratio” and (y) any exercise of the rights set forth in Section 7.02) and (B) in the case of financial statements delivered under paragraph (a) above beginning in 2006 with respect to fiscal year 2005, of Excess Cash Flow and (iii) stating whether any change in GAAP or in the application thereof has occurred since the date of the Borrower’s audited financial statements referred to in Section 3.04 and, if any such change has occurred, specifying the effect of such change on the financial statements accompanying such certificate;

(d) concurrently with any delivery of financial statements under paragraph (a) or (b) above, a report with respect to the fiscal period covered by the financial statements being delivered, certified by a Financial Officer and in form and substance reasonably satisfactory to the Agents, setting forth the details of each (i) new Management Services Agreement, (ii) conversion of a Management Services

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Agreement from the “net revenue model” to the “earnings model” or other material change to a Management Services Agreement and (iii) termination of a Management Services Agreement, including whether such termination was in connection with a PPM Asset Disposition;

(e) concurrently with any delivery of financial statements under paragraph (a) above, a certificate of the accounting firm that reported on such financial statements stating whether they obtained knowledge during the course of their examination of such financial statements of any Default and, if such knowledge has been obtained, describing such Default (which certificate may be limited to the extent required by accounting rules or guidelines);

(f) within 30 days after the commencement of each fiscal year of the Borrower, a detailed consolidated budget for such fiscal year (including a projected consolidated balance sheet and consolidated statements of projected operations, comprehensive income and cash flows as of the end of and for such fiscal year and setting forth the assumptions used for purposes of preparing such budget) and, promptly when available, any significant revisions of such budget;

(g) promptly after the same become publicly available, copies of all periodic and other reports, proxy statements and other materials filed by the Borrower or any Subsidiary with the SEC or with any national securities exchange, as applicable; and

(h) promptly following any request therefor, such other information regarding the operations, business affairs and financial condition of Holdings, the Borrower or any Subsidiary or any Plan, or compliance with the terms of any Loan Document, as the Administrative Agent or any Lender may reasonably request.

SECTION 5.02. Notices of Material Events.  Holdings and the Borrower will furnish to the Administrative Agent (for distribution to each Lender), through the Administrative Agent, written notice of the following promptly after obtaining knowledge thereof:

(a) the occurrence of any Default;

(b) the filing or commencement of any action, suit or proceeding by or before any arbitrator or Governmental Authority against or affecting Holdings, the Borrower, any Subsidiary or any Affiliated Practice that, if adversely determined, is reasonably likely to result in a Material Adverse Effect;

(c) the occurrence of any ERISA Event that alone or together with any other ERISA Events that have occurred, could reasonably be

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expected to result in liability of the Borrower and the Subsidiaries in an aggregate amount exceeding $5,000,000;

(d) the receipt by Holdings, the Borrower or any Subsidiary or, to the knowledge of Holdings or the Borrower, any Affiliated Practice of (i) any notice of any loss of (A) accreditation from the Joint Commission on Accreditation of Healthcare Organizations or (B) any governmental right, qualification, permit, accreditation, approval, authorization, Reimbursement Approval, license or franchise or (ii) any notice, compliance order or adverse report issued by any Governmental Authority or Third Party Payor that, if not promptly complied with or cured, could result in (A) the suspension or forfeiture of any material governmental right, qualification, permit, accreditation, approval, authorization, Reimbursement Approval, license or franchise necessary for the Borrower, any Subsidiary or any Affiliated Practice to carry on its business as now conducted or as proposed to be conducted or (B) any other material Limitation imposed upon the Borrower, any Subsidiary or any Affiliated Practice;

(e) any Change in Law of the type described in clause (a) or (b) of such definition relating to any Third Party Payor Arrangement that could reasonably be expected to have a material and adverse effect on the ability of the Borrower, any Subsidiary or any Affiliated Practice to carry on its business as now conducted or as proposed to be conducted; and

(f) any other development that results in, or is reasonably likely to result in, a Material Adverse Effect.

Each notice delivered under this Section shall be accompanied by a statement of a Financial Officer or other executive officer of the Borrower setting forth the details of the event or development requiring such notice and any action taken or proposed to be taken with respect thereto.

SECTION 5.03. Information Regarding Collateral.  (a)  The Borrower will furnish to the Collateral Agent prompt written notice of any change (i) in any Loan Party’s corporate name, (ii) in the jurisdiction of incorporation or organization of any Loan Party or (iii) in any Loan Party’s organizational identification number.  The Borrower agrees not to effect or permit any change referred to in the preceding sentence unless all filings have been made under the Uniform Commercial Code or otherwise that are required in order for the Collateral Agent to continue at all times following such change to have a valid, legal and perfected security interest in all the Collateral.  The Borrower also agrees promptly to notify the Collateral Agent if any material portion of the Collateral is damaged or destroyed.

(b)  Each year, at the time of delivery of annual financial statements pursuant to Section 5.01(A), the Borrower shall deliver to the Collateral Agent a

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certificate executed by a Financial Officer and the chief legal officer of the Borrower setting forth the information required pursuant to the Perfection Certificate or confirming that there has been no change in such information since the date of the Perfection Certificate delivered on the Effective Date or the date of the most recent certificate delivered pursuant to this Section.

SECTION 5.04. Existence; Conduct of Business.  Each of Holdings and the Borrower will, and will cause each of the Subsidiaries to, do or cause to be done all things necessary to preserve, renew and keep in full force and effect its legal existence and the rights, qualifications, permits, approvals, accreditations, authorizations, Reimbursement Approvals, licenses, franchises, patents, copyrights, trademarks and trade names material to the conduct of its business, provided that the foregoing shall not prohibit any merger, consolidation, liquidation or dissolution permitted under Section 6.03.

SECTION 5.05. Payment of Obligations.  Each of Holdings and the Borrower will, and will cause each of the Subsidiaries to, pay its Tax liabilities, before the same shall become delinquent or in default, except where (a) the validity or amount thereof is being contested in good faith by appropriate proceedings, (b) Holdings, the Borrower or such Subsidiary has set aside on its books adequate reserves with respect thereto in accordance with GAAP, (c) such contest effectively suspends the enforcement of any Lien securing such obligation and (d) the failure to make payment pending such contest is not reasonably likely to result in a Material Adverse Effect.

SECTION 5.06. Maintenance of Properties.  Each of Holdings and the Borrower will, and will cause each of the Subsidiaries to, keep and maintain all property material to the conduct of its business in good working order and condition, ordinary wear and tear excepted.

SECTION 5.07. Insurance.  Each of Holdings and the Borrower will, and will cause each of the Subsidiaries to, maintain, with financially sound and reputable insurance companies (which may include self-insurance), (a) insurance in such amounts (with no greater risk retention) and against such risks as are customarily maintained by companies of established repute engaged in the same or similar businesses operating in the same or similar locations and (b) all insurance required to be maintained pursuant to the Security Documents.  The Borrower will furnish to the Lenders, upon request of the Administrative Agent, information in reasonable detail as to the insurance so maintained.

SECTION 5.08. Casualty and Condemnation.  The Borrower (a) will furnish to the Administrative Agent and the Lenders prompt written notice of any casualty or other insured damage to any material portion of the Collateral or the commencement of any action or proceeding for the taking of any material portion of the Collateral or interest therein under power of eminent domain or by condemnation or similar proceeding and (b) will ensure that the Net Proceeds of any such event (whether in the form of insurance proceeds, condemnation awards or otherwise) are collected and applied in accordance with the applicable provisions of this Agreement and the Security Documents.

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SECTION 5.09. Books and Records; Inspection and Audit Rights.  Each of Holdings and the Borrower will, and will cause each of the Subsidiaries to, keep proper books of record and account in which full, true and correct entries are made of all dealings and transactions in relation to its business and activities.  Each of Holdings and the Borrower will, and will cause each of the Subsidiaries to, permit any representatives designated by the Administrative Agent or any Lender, upon reasonable prior notice, to visit and inspect its properties during normal business hours, to examine and make extracts from its books and records, including environment assessment reports and Phase I or Phase II studies, and to discuss its affairs, finances and condition with its officers and independent accountants (provided that the Borrower shall be provided the opportunity to participate in any such discussions with its independent accountants), all at such reasonable times and as often as reasonably requested.

SECTION 5.10. Compliance with Laws.  Each of Holdings and the Borrower will, will cause each of the Subsidiaries and will use commercially reasonable efforts to cause each of the Affiliated Practices to, comply with all Requirements of Law, including Environmental Laws, applicable to it or its property, except where the failure to do so, individually or in the aggregate, is not reasonably likely to result in a Material Adverse Effect.

SECTION 5.11. Use of Proceeds and Letters of Credit.  The proceeds of the Tranche B Term Loans will be used only for (a) first, the payment of the Transaction Costs, (b) second, the payment of all loans and other amounts accrued and owing under the Existing Credit Agreement and the Existing Synthetic Lease Facility, (c) third, the repurchase of the Existing Senior Subordinated Notes tendered (and not withdrawn) pursuant to the Debt Tender Offer, including any premiums associated therewith and (d) fourth, together with the Equity Contribution and the proceeds of the Senior Notes and the Senior Subordinated Notes, the payment of the Merger Consideration.  The proceeds of the Revolving Loans, Swingline Loans and Letters of Credit will be used only for working capital and for other general corporate purposes.  No part of the proceeds of any Loan and no Letter of Credit will be used, whether directly or indirectly, for any purpose that entails a violation of any of the Regulations of the Board, including Regulations T, U and X.

SECTION 5.12. Additional Subsidiaries.  If any additional Subsidiary is formed or acquired after the Effective Date (or if any Inactive Subsidiary or Permitted Joint Venture ceases to qualify as an Inactive Subsidiary or Permitted Joint Venture, as applicable), the Borrower will, promptly after such Subsidiary is formed or acquired, notify the Collateral Agent and the Lenders (through the Administrative Agent) thereof and promptly cause the Collateral and Guarantee Requirement to be satisfied with respect to such Subsidiary (if it is a Subsidiary Loan Party) and with respect to any Equity Interest in or Indebtedness of such Subsidiary owned by or on behalf of any Loan Party.

SECTION 5.13. Further Assurances.  (a)  Each of Holdings and the Borrower will, and will cause each Subsidiary Loan Party to, execute any and all further documents, financing statements, agreements and instruments, and take all such further actions (including the filing and recording of financing statements, fixture filings,

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mortgages, deeds of trust and other documents), which may be required under any applicable law, or which the Administrative Agent or the Required Lenders may reasonably request, to cause the Collateral and Guarantee Requirement to be and remain satisfied, all at the expense of the Loan Parties.  Each of Holdings and the Borrower also agrees to provide to the Collateral Agent, from time to time upon reasonable request, evidence reasonably satisfactory to the Administrative Agent as to the perfection and priority of the Liens created or intended to be created by the Security Documents.

(b)  If any material assets (including any real property or improvements thereto or any interest therein, other than any real property with a fair value of less than $1,500,000) are acquired by the Borrower or any Subsidiary Loan Party after the Effective Date (other than assets constituting Collateral under the Collateral Agreement that become subject to the Lien in favor of the Collateral Agreement upon acquisition thereof), the Borrower will notify the Administrative Agent and the Lenders thereof, and, if requested by the Administrative Agent or the Required Lenders, the Borrower will cause such assets to be subjected to a Lien securing the Obligations and will take, and cause the Subsidiary Loan Parties to take, such actions as shall be necessary or reasonably requested by the Administrative Agent to grant and perfect such Liens, including actions described in paragraph (a) of this Section, all at the expense of the Loan Parties, provided that the Collateral Agent may, in its reasonable judgment, grant extensions of time for compliance or exceptions with the provisions of this paragraph by any Loan Party.

SECTION 5.14. Interest Rate Protection.  As promptly as practicable, and in any event within 90 days after the Effective Date, the Borrower will enter into, and thereafter for a period of not less than three years will maintain in effect, one or more Swap Agreements, if and to the extent necessary so that at least 50% of Funded Debt will bear interest at a fixed rate or the interest cost in respect of which will be fixed, in each case on terms and conditions reasonably acceptable, taking into account current market conditions, to the Administrative Agent.

ARTICLE VI

Negative Covenants

Until the Commitments have expired or been terminated and the principal of and interest on each Loan and all fees, expenses and other amounts payable under any Loan Document have been paid in full and all Letters of Credit have expired or terminated and all LC Disbursements shall have been reimbursed, each of Holdings and the Borrower covenants and agrees with the Lenders that:

SECTION 6.01. Indebtedness; Certain Equity Securities.  (a)  Neither Holdings nor the Borrower will, nor will they permit any Subsidiary to, create, incur, assume or permit to exist any Indebtedness, except:

(i)  Indebtedness created under the Loan Documents;

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(ii)  the Senior Subordinated Notes and the Senior Notes;

(iii)  the Physician Notes;

(iv)  the Existing Senior Subordinated Notes;

(v)  Indebtedness existing on the date hereof and set forth in Schedule 6.01 and extensions, renewals and replacements of any such Indebtedness, provided that such extending, renewal or replacement Indebtedness (A) shall not be Indebtedness of an obligor that was not an obligor with respect to the Indebtedness being extended, renewed or replaced, (B) shall not be in a principal amount that exceeds the principal amount of the Indebtedness being extended, renewed or replaced (plus accrued interest and premium thereon), (C) shall not have an earlier maturity date or a decreased weighted average life than the Indebtedness being extended, renewed or replaced and (D) shall be subordinated to the Obligations on the same terms (or, from a Lender’s perspective, better terms) as the Indebtedness being extended, renewed or replaced;

(vi)  (A) Indebtedness of the Borrower owed to any Subsidiary and of any Subsidiary owed to the Borrower or any other Subsidiary, provided that (1) Indebtedness of any Subsidiary that is not a Loan Party owed to the Borrower or any Subsidiary Loan Party shall be subject to Section 6.04 and (2) Indebtedness of the Borrower owed to any Subsidiary and Indebtedness of any Subsidiary Loan Party owed to the Borrower or any other Subsidiary shall be subordinated to the Obligations on terms reasonably satisfactory to the Administrative Agent and (B) Indebtedness of the Borrower owed to any Insurance Subsidiary, provided that the aggregate amount of Indebtedness permitted pursuant to this clause (vi)(B) shall not exceed $3,000,000 at any time outstanding;

(vii)  Guarantees by the Borrower of Indebtedness of any Subsidiary and by any Subsidiary of Indebtedness of the Borrower or any other Subsidiary, provided that (A) the Indebtedness so Guaranteed is permitted by this Section 6.01, (B) Guarantees by the Borrower or any Subsidiary Loan Party of Indebtedness of any Subsidiary that is not a Loan Party shall be subject to Section 6.04, (C) Guarantees permitted under this clause (vii) shall be subordinated to the Obligations of the Borrower or the applicable Subsidiary to the same extent and on the same terms as the Indebtedness so Guaranteed is subordinated to the Obligations and (D) none of the Senior Notes, the Senior Subordinated Notes, any Additional Subordinated Debt, any Additional Senior Debt or the Existing Senior Subordinated Notes shall be Guaranteed by any Subsidiary that is not a Subsidiary Loan Party;

(viii)  Indebtedness of the Borrower or any Subsidiary incurred to finance the acquisition, construction or improvement of any fixed or

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capital assets, including Capital Lease Obligations, and any Indebtedness assumed by the Borrower or any Subsidiary in connection with the acquisition of any such assets or secured by a Lien on any such assets prior to the acquisition thereof, and extensions, renewals and replacements of any such Indebtedness that do not increase the outstanding principal amount thereof (including the principal and any accrued but unpaid interest or premium in respect thereof), provided that (A) such Indebtedness is incurred prior to or within 120 days after such acquisition or the completion of such construction or improvement and (B) the aggregate principal amount of Indebtedness permitted by this clause (viii) shall not exceed at any time outstanding the greater of (x) $25,000,000 and (y) 3.0% of Consolidated Tangible Assets as of the end of the immediately preceding fiscal quarter;

(ix)  (A) Indebtedness of any Person that becomes a Subsidiary after the date hereof, provided that (1) such Indebtedness exists at the time such Person becomes a Subsidiary and is not created in contemplation of or in connection with such Person becoming a Subsidiary and (2) the aggregate amount of Indebtedness permitted by this clause (ix) shall not exceed $25,000,000 at any time outstanding and (B) any refinancings, renewals and replacements of any such Indebtedness pursuant to the preceding clause (A) that do not increase the outstanding principal amount (plus accrued interest and premium) thereof;

(x)  Indebtedness owed to any Person (including obligations in respect of letters of credit for the benefit of such Person) providing workers’ compensation, health, disability or other employee benefits or property, casualty or liability insurance, pursuant to reimbursement or indemnification obligations to such Person, in each case incurred in the ordinary course of business;

(xi)  Indebtedness of the Borrower or any Subsidiary in respect of performance bonds, bid bonds, appeal bonds, surety bonds, performance and completion guarantees and similar obligations, in each case provided in the ordinary course of business;

(xii)  Indebtedness of any Loan Party pursuant to Swap Agreements permitted by Section 6.07;

(xiii)  Qualified Sponsor Notes issued by Holdings (including refinancings or replacements thereof using newly issued Qualified Sponsor Notes that do not increase the aggregate principal amount thereof), provided that the aggregate amount of Qualified Sponsor Notes shall not exceed $50,000,000 at any time outstanding (other than any (A) additional principal amounts resulting from the accrual of pay-in-kind interest and (B) Qualified Sponsor Notes, the Net Proceeds of which are

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promptly contributed to the Borrower upon receipt and used by the Borrower to prepay Tranche B Term Loans pursuant to Section 2.11(a));

(xiv)  Additional Subordinated Debt, provided that the Net Proceeds of such Additional Subordinated Debt are used, promptly after such Net Proceeds are received by the Borrower (A) to consummate one or more Permitted Acquisitions so long as (1) the aggregate principal amount of Additional Subordinated Debt used pursuant to this clause (A) does not exceed $75,000,000 and (2) after giving effect to the incurrence of such Additional Subordinated Debt and such Permitted Acquisitions on a Pro Forma Basis, the Leverage Ratio would be less than the Leverage Ratio set forth in Section 6.13 for such day minus 0.25, (B) to refinance or replace the Senior Notes or Senior Subordinated Notes so long as (1) such Additional Subordinated Debt is in an aggregate principal amount not more than the aggregate principal amount of the Senior Notes and Senior Subordinated Notes being refinanced or replaced (including the principal and any accrued but unpaid interest or premium in respect thereof) and (2) such Additional Subordinated Debt has a maturity date no earlier than the maturity date of the Senior Notes and Senior Subordinated Notes being refinanced or replaced or (C) to prepay Tranche B Term Loans pursuant to Section 2.11(a);

(xv)  Indebtedness representing deferred compensation to employees of the Borrower and the Subsidiaries incurred in the ordinary course of business;

(xvi)  Indebtedness in respect of promissory notes issued to physicians, consultants, employees or directors or former employees, consultants or directors in connection with repurchases of Equity Interests permitted by Section 6.08(a)(iii);

(xvii)  Guarantees by the Borrower or any Subsidiary of Indebtedness of any Permitted Real Estate Joint Venture, provided that the aggregate principal amount of Indebtedness subject to such Guarantees shall not exceed $50,000,000 at any time outstanding;

(xviii)  other unsecured Indebtedness of the Borrower or any Subsidiary in an aggregate principal amount not exceeding $25,000,000 at any time outstanding; and

(xix)  Additional Senior Debt, to the extent the Net Proceeds of such Additional Senior Debt are used, promptly after such Net Proceeds are received by the Borrower, to prepay Tranche B Term Loans pursuant to Section 2.11(a).

(b)  The Borrower will not, and Holdings and the Borrower will not permit any Subsidiary to, issue any preferred Equity Interests.

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(c)  Holdings will not issue any preferred Equity Interests other than Qualified Preferred Stock.

SECTION 6.02. Liens.  Neither Holdings nor the Borrower will, nor will they permit any Subsidiary to, create, incur, assume or permit to exist any Lien on any property or asset now owned or hereafter acquired by it, or assign or sell any income or revenues (including accounts receivable) or rights in respect of any thereof, except:

(i)  Liens created under the Loan Documents;

(ii)  Permitted Encumbrances;

(iii)  any Lien on any property or asset of the Borrower or any Subsidiary existing on the date hereof and set forth in Schedule 6.02, provided that (A) such Lien shall not apply to any other property or asset of the Borrower or any Subsidiary and (B) such Lien shall secure only those obligations which it secures on the date hereof and extensions, renewals and replacements thereof that do not increase the outstanding principal amount thereof (plus accrued interest and premium thereon);

(iv)  any Lien existing on any property or asset prior to the acquisition thereof by the Borrower or any Subsidiary or existing on any property or asset of any Person that becomes a Subsidiary after the date hereof prior to the time such Person becomes a Subsidiary, provided that (A) such Lien is not created in contemplation of or in connection with such acquisition or such Person becoming a Subsidiary, as applicable, (B) such Lien shall not apply to any other property or asset of the Borrower or any Subsidiary and (C) such Lien shall secure only those obligations that it secures on the date of such acquisition or the date such Person becomes a Subsidiary, as applicable, and extensions, renewals and replacements thereof that do not increase the outstanding principal amount thereof (plus accrued interest and premium thereon);

(v)  Liens on fixed or capital assets acquired, constructed or improved by the Borrower or any Subsidiary, provided that (A) such security interests secure Indebtedness permitted by clause (viii) of Section 6.01(a), (B) such security interests and the Indebtedness secured thereby are incurred prior to or within 120 days after such acquisition or the completion of such construction or improvement, (C) the Indebtedness secured thereby does not exceed 100% of the cost of acquiring, constructing or improving such fixed or capital assets and (D) such security interests shall not apply to any other property or assets of the Borrower or any Subsidiary;

(vi)  Liens of a collecting bank arising in the ordinary course of business under Section 4-208 of the Uniform Commercial Code in effect in the relevant jurisdiction covering only the items being collected upon;

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(vii)  Liens arising out of sale and leaseback transactions permitted by Section 6.06;

(viii)  Liens granted by a Subsidiary that is not a Loan Party in favor of the Borrower or another Loan Party in respect of Indebtedness owed by such Subsidiary;

(ix)  licenses, sublicenses, leases or subleases granted to others not interfering in any material respect with the business of the Borrower or any Subsidiary;

(x)  the right of any Person to purchase assets relating to any Affiliated Practice upon the termination of the Management Services Agreement applicable to such Affiliated Practice, to the extent provided for in such Management Services Agreement; and

(xi)  Liens on assets of the Borrower or the Subsidiaries not otherwise permitted by this Section so long as neither (i) the aggregate outstanding principal amount of the obligations secured thereby nor (ii) the aggregate fair value (determined as of the date such Lien is incurred) of the assets subject thereto exceeds $5,000,000 at any time outstanding, provided that in no event shall Holdings, the Borrower or any Subsidiary create, incur, assume or permit to exist any Lien on any Equity Interests of the Borrower, any Subsidiary or any Permitted Real Estate Joint Venture.

SECTION 6.03. Fundamental Changes.  (a)  Neither Holdings nor the Borrower will, nor will they permit any Subsidiary to, merge into or consolidate with any other Person, or permit any other Person to merge into or consolidate with it, or liquidate or dissolve, except that, if at the time thereof and immediately after giving effect thereto no Default shall have occurred and be continuing, (i) any Person may merge into the Borrower in a transaction in which the surviving entity is a Person organized or existing under the laws of the United States of America, any State thereof or the District of Columbia and, if such surviving entity is not the Borrower, such Person expressly assumes, in writing, all the obligations the Borrower under the Loan Documents, (ii) any Person may merge into any Subsidiary in a transaction in which the surviving entity is a Subsidiary and, if any party to such merger is a Subsidiary Loan Party, is or becomes a Subsidiary Loan Party concurrently with such merger, (iii) any Subsidiary (other than a Subsidiary Loan Party) may liquidate or dissolve if the Borrower determines in good faith that such liquidation or dissolution is in the best interests of the Borrower and is not materially disadvantageous to the Lenders and (iv) any asset sale permitted by Section 6.05(h) may be effected through the merger of a subsidiary of the Borrower with a third party, provided that any such merger referred to in clauses (i), (ii) or (iv) above involving a Person that is not a wholly owned Subsidiary immediately prior to such merger shall not be permitted unless also permitted by Section 6.04.

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(b)  The Borrower will not, and Holdings and the Borrower will not permit any Subsidiary to, engage to any material extent in any business other than businesses of the type conducted by the Borrower and the Subsidiaries on the Effective Date and businesses reasonably related or incidental thereto.

(c)  Holdings will not engage in any business or activity other than the ownership of all the outstanding shares of capital stock of the Borrower and engaging in corporate and administrative functions and other activities incidental thereto.  Holdings will not own or acquire any assets (other than Equity Interests of the Borrower and the cash proceeds of any Restricted Payments permitted by Section 6.08 or proceeds of any issuance of Indebtedness or Equity Interests permitted by this Agreement pending application as required by this Agreement) or incur any liabilities (other than liabilities under the Loan Documents and liabilities reasonably incurred in connection with its maintenance of its existence and activities incidental thereto).

SECTION 6.04. Investments, Loans, Advances, Guarantees and Acquisitions.  Neither Holdings nor the Borrower will, nor will they permit any Subsidiary to, purchase, hold or acquire (including pursuant to any merger with any Person that was not a wholly owned Subsidiary prior to such merger) any Equity Interests in or evidences of indebtedness or other securities (including any option, warrant or other right to acquire any of the foregoing) of, make or permit to exist any loans or advances to, Guarantee any obligations of, or make or permit to exist any investment or any other interest in, any other Person, or purchase or otherwise acquire (in one transaction or a series of transactions) any assets of any other Person constituting a business unit, except:

(i)  Permitted Acquisitions, provided that the aggregate purchase price, which shall be deemed to include (A) any amounts actually paid pursuant to any post-closing payment adjustments, earn-outs or non-compete payments and (B) the principal amount of Indebtedness that is assumed pursuant to Section 6.01(a)(ix) or otherwise incurred in connection with such Permitted Acquisition, shall not exceed $50,000,000 in any fiscal year and $100,000,000 in the aggregate plus, in each case (without duplication) (x) the Net Proceeds of the issuance of Permitted Securities and Qualified Sponsor Notes (to the extent that such Net Proceeds are used to pay a portion of such purchase price) and (y) an amount equal to any returns of capital or sale proceeds actually received in cash in respect of any such Permitted Acquisition (which amount shall not exceed the purchase price paid (including the principal amount of Indebtedness assumed pursuant to Section 6.01(a)(ix) in connection therewith) in respect of such Permitted Acquisition);

(ii)  Permitted Investments;

(iii)  investments existing on the date hereof and set forth on Schedule 6.04;

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(iv)  investments by Holdings in the Borrower and by the Borrower and the Subsidiaries in Equity Interests in their respective Subsidiaries, provided that (A) any such Equity Interests held by a Loan Party shall be pledged pursuant to the Collateral Agreement (subject to the limitations applicable to common stock of a Foreign Subsidiary referred to in the definition of “Collateral and Guarantee Requirement”) and (B) the aggregate amount of investments (other than investments set forth on Schedule 6.04) by Loan Parties in Subsidiaries that are not Loan Parties (together with outstanding intercompany loans permitted under clause (B) to the proviso to Section 6.04(v) and outstanding Guarantees permitted under clause (B) to the proviso to Section 6.04(vi)) shall not exceed $5,000,000 at any time outstanding (in each case determined without regard to any write-downs or write-offs);

(v)  loans or advances made by the Borrower to any Subsidiary and made by any Subsidiary to the Borrower or any other Subsidiary, provided that (A) any such loans and advances made by a Loan Party shall be evidenced by a promissory note pledged pursuant to the Collateral Agreement and (B) the amount of such loans and advances made by Loan Parties to Subsidiaries that are not Loan Parties (together with outstanding investments permitted under clause (B) to the proviso to Section 6.04(iv) and outstanding Guarantees permitted under clause (B) to the proviso to Section 6.04(vi)) shall not exceed $5,000,000 at any time outstanding (in each case determined without regard to any write-downs or write-offs);

(vi)  Guarantees constituting Indebtedness permitted by Section 6.01, provided that (A) a Subsidiary shall not Guarantee Senior Notes, the Senior Subordinated Notes, the Existing Subordinated Notes, any Additional Subordinated Debt or any Additional Senior Debt unless (1) such Subsidiary also has Guaranteed the Obligations pursuant to the Collateral Agreement and (2) such Guarantee of the Senior Subordinated Notes, the Existing Subordinated Notes or any Additional Subordinated Debt, as applicable, is subordinated to such Guarantee of the Obligations to the same extent as and on terms no less favorable to the Lenders than the subordination provisions of the Senior Subordinated Notes, the Existing Subordinated Notes or any Additional Subordinated Debt, as applicable, and (B) the aggregate principal amount of Indebtedness of Subsidiaries that are not Loan Parties that is Guaranteed by any Loan Party (together with outstanding investments permitted under clause (B) to the proviso to Section 6.04(iv) and outstanding intercompany loans permitted under clause (B) to the proviso to Section 6.04(v)) shall not exceed $5,000,000 at any time outstanding (in each case determined without regard to any write-downs or write-offs);

(vii)  receivables or other trade payables owing to the Borrower or any Subsidiary or Affiliated Practice if created or acquired in the ordinary course of business consistent with past practice and payable or

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dischargeable in accordance with customary trade terms, provided that such trade terms may include such concessionary trade terms as the Borrower or any such Subsidiary deems reasonable under the circumstances;

(viii)  investments consisting of Equity Interests, obligations, securities or other property received in settlement of delinquent accounts of and disputes with customers and suppliers in the ordinary course of business and owing to the Borrower or any Subsidiary or in satisfaction of judgments;

(ix)  investments by the Borrower or any Subsidiary in payroll, travel and similar advances to cover matters that are expected at the time of such advances ultimately to be treated as expenses for accounting purposes and that are made in the ordinary course of business;

(x)  loans or advances by the Borrower or any Subsidiary to employees made in the ordinary course of business (including travel, entertainment and relocation expenses) of the Borrower or any Subsidiary not exceeding $3,000,000 in the aggregate at any time outstanding (determined without regard to any write-downs or write-offs of such loans or advances);

(xi)  investments in the form of Swap Agreements permitted by Section 6.07;

(xii)  investments of any Person existing at the time such Person becomes a Subsidiary of the Borrower or consolidates or merges with the Borrower or any of the Subsidiaries (including in connection with a Permitted Acquisition) so long as such investments were not made in contemplation of such Person becoming a Subsidiary or of such consolidation or merger;

(xiii)  investments received in connection with the dispositions of assets permitted by Section 6.05;

(xiv)  investments constituting deposits described in clauses (c) and (d) of the definition of the term “Permitted Encumbrances”;

(xv)  investments, loans and advances by the Borrower or any Subsidiary in Permitted Real Estate Joint Ventures, as valued at the time each such investment is made (and including all commitments for future investments) not exceeding (A) $5,000,000 in any fiscal year and (B) $20,000,000 in the aggregate for all such investments, loans and advances made from and after the Effective Date, plus an amount equal to any returns of capital or sale proceeds actually received in cash in respect of any such investments (which amount shall not exceed the amount of such investment valued at cost at the time such investment was made);

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(xvi)  other investments, loans and advances by the Borrower or any Subsidiary (including investments in Permitted Joint Ventures, but excluding investments in Insurance Subsidiaries) in an aggregate amount, as valued at cost at the time each such investment is made and including all related commitments for future advances (together with loans and advances to Affiliated Practices permitted under clause (xvii) of this Section 6.04), not exceeding $30,000,000 in the aggregate for all such investments made from and after the Effective Date plus an amount equal to any returns of capital actually received in cash in respect of any such investments (which amount shall not exceed the amount of such investment valued at cost at the time such investment was made);

(xvii)  loans and advances to Affiliated Practices in the ordinary course of business and consistent with past practice in an aggregate amount (together with investments permitted under clause (xvi) of this Section 6.04) not to exceed $30,000,000 at any time outstanding; and

(xviii)  investments, loans and advances by the Borrower or any Subsidiary to any Insurance Subsidiary in an aggregate amount not exceeding $10,000,000.

SECTION 6.05. Asset Sales.  Neither Holdings nor the Borrower will, nor will they permit any Subsidiary to, sell, transfer, lease or otherwise dispose of any asset, including any Equity Interest owned by it, nor will the Borrower permit any Subsidiary to issue any additional Equity Interest in such Subsidiary (other than to the Borrower or another Subsidiary in compliance with Section 6.04), except:

(a)  sales, transfers and dispositions of (i) inventory in the ordinary course of business and (ii) used, obsolete, worn out or surplus equipment or property in the ordinary course of business;

(b)  sales, transfers and dispositions to the Borrower or any Subsidiary, provided that any such sales, transfers or dispositions involving a Subsidiary that is not a Loan Party shall be made in compliance with Section 6.09;

(c)  sales, transfers and dispositions of accounts receivable in connection with the compromise, settlement or collection thereof consistent with past practice;

(d)  sales, transfers and dispositions of property to the extent such property constitutes an investment permitted by clauses (ii), (viii), (xii) and (xiv) of Section 6.04;

(e)  sale and leaseback transactions permitted by Section 6.06;

(f)  PPM Asset Dispositions, provided that the aggregate fair value of all assets sold, transferred or otherwise disposed of in reliance of this paragraph (f) (together with all sales, transfers and other dispositions of assets made in reliance on paragraph (h) of this Section 6.05) shall not exceed $100,000,000 during the term of this Agreement;

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(g)  dispositions resulting from any casualty or other insured damage to, or any taking under power of eminent domain or by condemnation or similar proceeding of, any property or asset of the Borrower or any Subsidiary;

(h)  sales, transfers and other dispositions of assets (other than (i) Equity Interests in a Subsidiary unless all Equity Interests in such Subsidiary are sold and (ii) transfers of real property to any Permitted Real Estate Joint Venture) that are not permitted by any other paragraph of this Section, provided that the aggregate fair value of all assets sold, transferred or otherwise disposed of in reliance upon this paragraph (h) (together with all PPM Asset Dispositions made in reliance on paragraph (f) of this Section 6.05) shall not exceed $100,000,000 during the term of this Agreement;

(i)  transfers of real property owned by the Borrower or any Subsidiary on the Effective Date and listed on Schedule 6.05(i) to a Permitted Real Estate Joint Venture, provided that (A) the aggregate fair value of all real property transferred in reliance upon this paragraph (i) shall not exceed (x) $25,000,000 during the period from and including the Effective Date to and including December 31, 2005, and (y) $75,000,000 during the term of this Agreement and (B) such transfer shall be made for fair value and for consideration consisting of (x) in the event such Permitted Real Estate Joint Venture incurs Indebtedness from a Person other than the Borrower or any Subsidiary Loan Party to finance the purchase of such real property, an amount of cash equal to 100% of the Net Proceeds of such Indebtedness plus 100% of the Net Proceeds of sales of Equity Interests in such Permitted Real Estate Joint Venture to physicians who are owners, members or employees of the applicable Affiliated Practice, which cash consideration shall not be less than 65% of the fair value of such real property and (y) otherwise, cash in an amount equal to 100% of the Net Proceeds of the sales of Equity Interests in such Permitted Real Estate Joint Venture to physicians who are owners, members or employees of the applicable Affiliated Practice plus a note in an aggregate principal amount equal to not less than 65% of the fair value of such real property, which note shall be secured by a perfected first-priority security interest in such real property and pledged to the Collateral Agent pursuant to the Collateral Agreement;

(j)  transfers of real property acquired after the Effective Date by the Borrower or any Subsidiary to a Permitted Real Estate Joint Venture, provided that (A) such real property is (i) transferred within one year of opening by the Borrower or such Subsidiary and (ii) prior to such transfer, subject to a mortgage (if a mortgage is required pursuant to Section 5.13(b) and the Borrower or such Subsidiary shall have taken any other actions reasonably related thereto as described in Section 5.13), (B) any Indebtedness of the Borrower or a Subsidiary incurred to finance the acquisition of such real property (or any construction or improvements thereto) is repaid in full or assumed by the Permitted Real Estate Joint Venture at the time such real property is transferred to such Permitted Real Estate Joint Venture and (C) such transfer shall be made for fair value and for consideration consisting of (x) in the event such Permitted Real Estate Joint Venture incurs Indebtedness from a Person other than the Borrower or any Subsidiary Loan Party to finance the purchase of such real property, an amount of cash equal to 100% of the Net Proceeds of such Indebtedness plus 100% of the Net Proceeds of sales of Equity Interests in such Permitted Real Estate Joint Venture to physicians who are

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owners, members or employees of the applicable Affiliated Practice, which cash consideration shall not be less than 65% of the fair value of such real property and (y) otherwise, cash in an amount equal to 100% of the Net Proceeds of the sales of Equity Interests in such Permitted Real Estate Joint Venture to physicians who are owners, members or employees of the applicable Affiliated Practice plus a note in an aggregate principal amount equal to not less than 65% of the fair value of such real property, which note shall be secured by a perfected first-priority security interest in such real property and pledged to the Collateral Agent pursuant to the Collateral Agreement;

(k)  issuances and sales of Equity Interests in a Permitted Real Estate Joint Venture to any physician who is an owner, member or employee of an Affiliated Practice, provided that after giving effect to such issuance or sale, the Borrower and one or more Subsidiaries owns at least a majority of the Equity Interests of such Permitted Real Estate Joint Venture; and

(l)  exchanges of property for similar replacement property for fair value,

provided that all sales, transfers, leases and other dispositions permitted hereby (other than those permitted by paragraphs (b), (c) and (g) above) shall be made for fair value and (other than those permitted by paragraphs (b), (d), (i), (j) and (l) above) for at least 75% cash consideration (it being understood that (x) for purposes of clause (a) above, accounts receivable received in the ordinary course and any property received in exchange for used, obsolete, worn out or surplus equipment or property shall be deemed to constitute cash consideration and (y) for purposes of paragraph (f) above, notes having a maturity date no later than 90 days after the date of the applicable PPM Asset Disposition received by the Borrower or any Subsidiary and that are paid in full in cash during such period shall be deemed to constitute cash consideration).

SECTION 6.06. Sale and Leaseback Transactions.  Neither Holdings nor the Borrower will, nor will they permit any Subsidiary to, enter into any arrangement, directly or indirectly, whereby it shall sell or transfer any property, real or personal, used or useful in its business, whether now owned or hereafter acquired, and thereafter rent or lease such property or other property that it intends to use for substantially the same purpose or purposes as the property sold or transferred, except for any such sale of any fixed or capital assets by the Borrower or any Subsidiary that is made for cash consideration in an amount not less than the fair value of such fixed or capital asset and is consummated within 120 days after the Borrower or such Subsidiary acquires or completes the construction of such fixed or capital asset.

SECTION 6.07. Swap Agreements.  Neither Holdings nor the Borrower will, nor will they permit any Subsidiary to, enter into any Swap Agreement, except (a) Swap Agreements entered into to hedge or mitigate risks to which the Borrower or any Subsidiary has actual exposure (other than those in respect of Equity Interests of the Borrower or any of the Subsidiaries) and (b) Swap Agreements entered into in order to effectively cap, collar or exchange interest rates (from fixed to floating rates, from one floating rate to another floating rate or otherwise) with respect to any interest-bearing liability or investment of the Borrower or any Subsidiary.

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SECTION 6.08. Restricted Payments; Certain Payments of Indebtedness.  (a)  Neither Holdings nor the Borrower will, nor will they permit any Subsidiary to, declare or make, or agree to pay or make, directly or indirectly, any Restricted Payment, or incur any obligation (contingent or otherwise) to do so, except:

(i)  each of Holdings and the Borrower may declare and pay dividends with respect to its common stock payable solely in additional shares of its common stock, and, with respect to its preferred stock, payable solely in additional shares of such preferred stock or in shares of its common stock;

(ii)  Subsidiaries may declare and pay dividends ratably with respect to their capital stock, membership or partnership interests or other similar Equity Interests;

(iii)  Holdings may purchase or redeem (and the Borrower may declare and pay dividends or make other distributions to Holdings, the proceeds of which are used by Holdings to purchase or redeem) Equity Interests of Holdings acquired by physicians who are party to a Management Services Agreement or employees, consultants or directors of Holdings, the Borrower, any Subsidiary or any Affiliated Practice upon such Person’s death, disability, retirement or termination of employment, provided that the aggregate amount of such purchases or redemptions under this clause (iii) shall not exceed $3,000,000;

(iv)  the Borrower may make Restricted Payments to Holdings to be used by Holdings solely to pay its franchise taxes and other fees required to maintain its corporate existence and to pay for general corporate and overhead expenses (including salaries and other compensation of employees) incurred by Holdings in the ordinary course of its business, provided that such Restricted Payments shall not exceed $1,000,000 in any fiscal year,

(v)  the Borrower may make Restricted Payments to Holdings in an amount necessary to enable Holdings to pay the Taxes directly attributable to (or arising as a result of) the operations of the Borrower and the Subsidiaries, provided that (A) the amount of such Restricted Payments shall not exceed the amount that the Borrower and the Subsidiaries would be required to pay in respect of Federal, state and local taxes were the Borrower and the Subsidiaries to pay such taxes as stand-alone taxpayers (including any interest or penalties thereon, if applicable) and (B) all Restricted Payments made to Holdings pursuant to this clause (v) are used by Holdings for the purposes specified herein within 20 days of the receipt thereof;

(vi)  Holdings may, not later than five Business Days following the consummation of the Physician Equity Offering, repurchase shares of its

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common stock from the Permitted Investors for aggregate consideration of not more than $10,000,000 using the proceeds of the Physician Equity Offering;

(vii)  cashless repurchases of Equity Interests of Holdings deemed to occur upon exercise of stock options or warrants if such Equity Interests represent a portion of the exercise price of such options or warrants;

(viii)  the Borrower may make Restricted Payments to Holdings to pay management, consulting and advising fees to the Sponsor or Sponsor Affiliates to the extent permitted by Section 6.09;

(ix)  (on or after the date that is five years after the issuance of the applicable Qualified Sponsor Notes) the Borrower may make Restricted Payments to Holdings in an amount necessary to permit Holdings to pay interest (including interest accrued during the previous five fiscal years but only to the extent necessary to avoid significant original issue discount under Section 163(i)(2) of the Code) on the Qualified Sponsor Notes in an amount not to exceed the Available Amount, provided that (A) the Borrower has made all prepayments required pursuant to Section 2.11(d) prior to any such payment of interest, (B) no Default has occurred and is continuing or would result therefrom, (C) immediately prior to and after giving effect to such payment of interest, the Borrower shall be in compliance with the Interest Expense Coverage Ratio on a pro forma basis as if all interest accruing in respect of such Qualified Sponsor Notes during the period of four fiscal quarters most recently ended had been paid in cash and (D) all Restricted Payments made pursuant to this clause (ix) are used by Holdings for the purposes specified herein within 20 days of receipt thereof;

(x)  the Borrower may make Restricted Payments to Holdings in any fiscal year in an amount not to exceed 50% of the Borrower’s Portion of Excess Cash Flow (and Holdings may make Restricted Payments with such amounts), provided that (A) immediately prior to and after giving effect to such Restricted Payment, the Leverage Ratio is less than or equal to 3.25 to 1.00, (B) no Default has occurred and is continuing or would result therefrom and (C) simultaneously with any Restricted Payment made pursuant to this clause (x), the Borrower shall prepay Tranche B Term Borrowings pursuant to clause (a) of Section 2.11 in an aggregate principal amount equal to such Restricted Payment;

(xi)  the Borrower may make Restricted Payments to Holdings to pay any non-recurring fees, cash charges and cost expenses incurred in connection with the issuance of Equity Interests or Indebtedness, in each case, only to the extent that such transaction is not consummated;

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(xii)  payments to former stockholders of the Borrower in connection with the exercise of appraisal rights under applicable law; and

(xiii)  the Merger Consideration paid on the Effective Date and the Delayed Equity Payments paid after the Effective Date.

(b)  Neither Holdings nor the Borrower will, nor will they permit any Subsidiary to, make or agree to pay or make, directly or indirectly, any payment or other distribution (whether in cash, securities or other property) of or in respect of principal of or interest on any Indebtedness, or any payment or other distribution (whether in cash, securities or other property), including any sinking fund or similar deposit, on account of the purchase, redemption, retirement, acquisition, cancelation or termination of any Indebtedness, except:

(i)  payment of Indebtedness created under the Loan Documents;

(ii)  payment of regularly scheduled interest and principal payments as and when due in respect of any Indebtedness, other than (A) payments in respect of the Senior Subordinated Notes, any Additional Subordinated Debt, the Existing Senior Subordinated Notes or the Physician Notes prohibited by the subordination provisions thereof and (B) payments in respect of the Qualified Sponsor Notes except as permitted by clause (ix) of Section 6.08(a);

(iii)  refinancings of Indebtedness to the extent permitted by Section 6.01;

(iv)  payment of secured Indebtedness that becomes due as a result of the voluntary sale or transfer of the property or assets securing such Indebtedness; and

(v)  the Delayed Equity Payments.

SECTION 6.09. Transactions with Affiliates.  Neither Holdings nor the Borrower will, nor will they permit any Subsidiary to, sell, lease or otherwise transfer any property or assets to, or purchase, lease or otherwise acquire any property or assets from, or otherwise engage in any other transactions with, any of its Affiliates, except (a) transactions that are at prices and on terms and conditions not less favorable to the Borrower or such Subsidiary than could be obtained on an arm’s-length basis from unrelated third parties, (b) transactions between or among the Borrower, the Subsidiary Loan Parties and Affiliated Practices not involving any other Affiliate, (c) any investment permitted by Sections 6.04(iv), 6.04(v), 6.04(vii), 6.04(xiii), 6.04(xvii) or 6.04(xviii), (d) any Indebtedness permitted under Section 6.01(a)(vi), (e) any Restricted Payment permitted by Section 6.08, (f) loans or advances to employees permitted under Section 6.04, (g) so long as no Default described in Section 7.01(b) or no Event of Default has occurred and is continuing, Borrower may pay, or may pay cash dividends to enable Holdings to pay, (A) customary management, consulting or advisory fees to the Sponsor or any Sponsor Affiliates in an aggregate amount not greater than $1,000,000

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during any fiscal year and (B) fees in respect of any acquisitions or dispositions with respect to which the Sponsor or any Sponsor Affiliates acts as an adviser to Holdings, the Borrower or any subsidiary in an amount not to exceed 2% of the value of any such transaction, (h) any contribution to the capital of Holdings by the Permitted Investors or any purchase of Equity Interests of Holdings by the Permitted Investors not prohibited by this Agreement, (i) the payment of reasonable fees to directors of Holdings, the Borrower or any Subsidiary who are not employees of Holdings, the Borrower or any Subsidiary, and compensation and employee benefit arrangements paid to, and indemnities provided for the benefit of, directors, officers or employees of Holdings, the Borrower or its Subsidiaries in the ordinary course of business, (j) any issuances of securities or other payments, awards or grants in cash, securities or otherwise pursuant to, or the funding of, employment agreements, stock options and stock ownership plans approved by the Borrower’s Board of Directors, (k) transactions set forth on Schedule 6.09, (l) employment and severance arrangements entered into in the ordinary course of business and approved by the Borrower’s Board of Directors between Holdings, the Borrower or any Subsidiary and any employee thereof and (m) payment of the Transaction Costs.

SECTION 6.10. Restrictive Agreements.  Neither Holdings nor the Borrower will, nor will they permit any Subsidiary to, directly or indirectly, enter into, incur or permit to exist any agreement or other arrangement that prohibits, restricts or imposes any condition upon (a) the ability of Holdings, the Borrower or any Subsidiary to create, incur or permit to exist any Lien upon any of its property or assets or (b) the ability of any Subsidiary to pay dividends or other distributions with respect to any shares of its capital stock or to make or repay loans or advances to the Borrower or any other Subsidiary or to Guarantee Indebtedness of the Borrower or any other Subsidiary, provided that (i) the foregoing shall not apply to restrictions and conditions imposed by law or by any Loan Document, Senior Notes Document, Senior Subordinated Notes Document or documentation governing any Additional Subordinated Debt or Additional Senior Debt, (ii) the foregoing shall not apply to restrictions and conditions existing on the date hereof identified on Schedule 6.10 (but shall apply to any extension or renewal of, or any amendment or modification expanding the scope of, any such restriction or condition), (iii) the foregoing shall not apply to customary restrictions and conditions contained in agreements relating to the sale of a Subsidiary pending such sale, provided such restrictions and conditions apply only to the Subsidiary that is to be sold and such sale is permitted hereunder, (iv) clause (a) of the foregoing shall not apply to restrictions or conditions imposed by any agreement relating to secured Indebtedness permitted by this Agreement if such restrictions or conditions apply only to the property or assets securing such Indebtedness, (v) clause (a) of the foregoing shall not apply to customary provisions in leases restricting the assignment thereof; (vi) clause (b) of the foregoing shall not apply to customary provisions in joint venture agreements (other than any such agreement in respect of a Permitted Real Estate Joint Venture) relating to purchase options, rights of first refusal or call or similar rights of a third party that owns Equity Interests in such joint venture and (vii) the foregoing shall not apply to customary provisions restricting assignment of any agreement entered into the ordinary course of business.

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SECTION 6.11. Amendment of Material Documents.  Neither Holdings nor the Borrower will, nor will they permit any Subsidiary to, amend, modify or waive any of its rights under (a) any Senior Note Document or any Senior Subordinated Note Document, (b) the Physician Notes, (c) any Existing Senior Subordinated Notes Document, (d) the documentation governing any Additional Subordinated Debt, (e) the documentation governing any Additional Senior Debt or (f) its certificate of incorporation, by-laws or other organizational documents to the extent such amendment, modification or waiver would be materially adverse to the Lenders.

SECTION 6.12. Interest Expense Coverage Ratio.  The Borrower will not permit the ratio (the “Interest Expense Coverage Ratio”) of (a) Consolidated EBITDA to (b) Consolidated Cash Interest Expense, in each case for any period of four consecutive fiscal quarters ending on any date during any period set forth below, to be less than the ratio set forth below opposite such period:

Period	Ratio
December 31, 2004	2.00 to 1.00
March 31, 2005	2.00 to 1.00
June 30, 2005	2.00 to 1.00
September 30, 2005	2.00 to 1.00
December 31, 2005	2.00 to 1.00
March 31, 2006	2.00 to 1.00
June 30, 2006	2.05 to 1.00
September 30, 2006	2.10 to 1.00
December 31, 2006	2.15 to 1.00
March 31, 2007	2.15 to 1.00
June 30, 2007	2.20 to 1.00
September 30, 2007	2.25 to 1.00
December 31, 2007	2.30 to 1.00
March 31, 2008	2.30 to 1.00
June 30, 2008	2.35 to 1.00
September 30, 2008	2.40 to 1.00
December 31, 2008	2.45 to 1.00
March 31, 2009	2.45 to 1.00
June 30, 2009	2.55 to 1.00
September 30, 2009	2.70 to 1.00
December 31, 2009	2.75 to 1.00
March 31, 2010	2.75 to 1.00
June 30, 2010	2.85 to 1.00
September 30, 2010	2.95 to 1.00
December 31, 2010	3.00 to 1.00
March 31, 2011	3.00 to 1.00
June 30, 2011	3.00 to 1.00
September 30, 2011	3.00 to 1.00

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SECTION 6.13. Leverage Ratio.  The Borrower will not permit the Leverage Ratio as of any date set forth below to exceed the ratio set forth opposite such date:

Period	Ratio
December 31, 2004	5.95 to 1.00
March 31, 2005	5.95 to 1.00
June 30, 2005	5.95 to 1.00
September 30, 2005	5.95 to 1.00
December 31, 2005	5.95 to 1.00
March 31, 2006	5.95 to 1.00
June 30, 2006	5.75 to 1.00
September 30, 2006	5.50 to 1.00
December 31, 2006	5.25 to 1.00
March 31, 2007	5.25 to 1.00
June 30, 2007	5.00 to 1.00
September 30, 2007	5.00 to 1.00
December 31, 2007	4.75 to 1.00
March 31, 2008	4.75 to 1.00
June 30, 2008	4.50 to 1.00
September 30, 2008	4.50 to 1.00
December 31, 2008	4.25 to 1.00
March 31, 2009	4.25 to 1.00
June 30, 2009	4.00 to 1.00
September 30, 2009	4.00 to 1.00
December 31, 2009	3.75 to 1.00
March 31, 2010	3.75 to 1.00
June 30, 2010	3.50 to 1.00
September 30, 2010	3.50 to 1.00
December 31, 2010	3.25 to 1.00
March 31, 2011	3.25 to 1.00
June 30, 2011	3.00 to 1.00
September 30, 2011	3.00 to 1.00

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SECTION 6.14. Maximum Capital Expenditures.  (a)  The Borrower will not, nor will it permit any Subsidiary to, incur or make any Capital Expenditures during any period set forth below in an amount exceeding the amount set forth opposite such period:

Fiscal Year	Maximum Capital Expenditures
2004	$	95,000,000
2005	$	95,000,000
2006	$	95,000,000
2007	$	100,000,000
2008	$	100,000,000
2009	$	100,000,000
2010	$	105,000,000
2011	$	105,000,000

(b)  To the extent that the aggregate amount of Capital Expenditures made in any fiscal year pursuant to Section 6.14(a) is less than the amount set forth therein for such fiscal year, the amount of such difference may be carried forward and used to make Capital Expenditures in future fiscal years, provided that the amount permitted to be applied to make Capital Expenditures pursuant to this paragraph (b) shall in no event exceed 50% of the amount set forth in Section 6.14(a) for such fiscal year.

ARTICLE VII

Events of Default

SECTION 7.01. Events of Default.  If any of the following events (any such event, an “Event of Default”) shall occur:

(a) the Borrower shall fail to pay any principal of any Loan or any reimbursement obligation in respect of any LC Disbursement when and

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as the same shall become due and payable, whether at the due date thereof or at a date fixed for prepayment thereof or otherwise;

(b) the Borrower shall fail to pay any interest on any Loan or any fee or any other amount (other than an amount referred to in paragraph (a) of this Section) payable under this Agreement or any other Loan Document, when and as the same shall become due and payable, and such failure shall continue unremedied for a period of three Business Days;

(c) any representation or warranty made or deemed made by or on behalf of Holdings, the Borrower or any Subsidiary in or in connection with any Loan Document or any amendment or modification thereof or waiver thereunder, or in any report, certificate, financial statement or other document furnished pursuant to or in connection with any Loan Document or any amendment or modification thereof or waiver thereunder, shall prove to have been incorrect in any material respect (except to the extent any such representation or warranty is qualified by “materially,” “Material Adverse Effect” or a similar term, in which case such representation or warranty shall prove to have been incorrect in any respect) when made or deemed made;

(d) Holdings, or the Borrower shall fail to observe or perform any covenant, condition or agreement contained in Section 5.02, 5.03, 5.04 (with respect to the existence of Holdings and the Borrower) or 5.11 or in Article VI;

(e) Holdings, the Borrower or any Subsidiary Loan Party shall fail to observe or perform any covenant, condition or agreement contained in any Loan Document (other than those specified in paragraph (a), (b) or (d) of this Section), and such failure shall continue unremedied for a period of 30 days after notice thereof from the Administrative Agent to the Borrower (which notice will be given at the request of any Lender);

(f) Holdings, the Borrower or any Subsidiary shall fail to make any payment (whether of principal or interest and regardless of amount) in respect of any Material Indebtedness, when and as the same shall become due and payable (after giving effect to any applicable grace period);

(g) any event or condition occurs that results in any Material Indebtedness becoming due prior to its scheduled maturity or that enables or permits (with or without the giving of notice, the lapse of time or both) the holder or holders of any Material Indebtedness or any trustee or agent on its or their behalf to cause any Material Indebtedness to become due, or to require the prepayment, repurchase, redemption or defeasance thereof, prior to its scheduled maturity,

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provided that this paragraph (g) shall not apply to secured Indebtedness that becomes due as a result of the voluntary sale or transfer of the property or assets (to the extent not prohibited under this Agreement) securing such Indebtedness;

(h) an involuntary proceeding shall be commenced or an involuntary petition shall be filed seeking (i) liquidation, reorganization or other relief in respect of Holdings, the Borrower or any Subsidiary or its debts, or of a substantial part of its assets, under any Federal, state or foreign bankruptcy, insolvency, receivership or similar law now or hereafter in effect or (ii) the appointment of a receiver, trustee, custodian, sequestrator, conservator or similar official for Holdings,  the Borrower or any Subsidiary or for a substantial part of its assets, and, in any such case, such proceeding or petition shall continue undismissed for 60 days or an order or decree approving or ordering any of the foregoing shall be entered;

(i) Holdings, the Borrower or any Subsidiary shall (i) voluntarily commence any proceeding or file any petition seeking liquidation, reorganization or other relief under any Federal, state or foreign bankruptcy, insolvency, receivership or similar law now or hereafter in effect, (ii) consent to the institution of, or fail to contest in a timely and appropriate manner, any proceeding or petition described in paragraph (h) of this Section, (iii) apply for or consent to the appointment of a receiver, trustee, custodian, sequestrator, conservator or similar official for Holdings, the Borrower or any Subsidiary or for a substantial part of its assets, (iv) file an answer admitting the material allegations of a petition filed against it in any such proceeding, (v) make a general assignment for the benefit of creditors or (vi) take any formal action for the purpose of effecting any of the foregoing;

(j) Holdings, the Borrower or any Subsidiary shall become unable, admit in writing its inability or fail generally to pay its debts as they become due;

(k) one or more judgments for the payment of money (to the extent not paid or covered by insurance provided by a carrier that has acknowledged its obligation to pay such claim in writing and that has a credit rating of at least A by A.M. Best Company, Inc.) in an aggregate amount in excess of $15,000,000 shall be rendered against Holdings, the Borrower, any Subsidiary or any combination thereof and the same shall remain undischarged for a period of 30 consecutive days during which execution shall not be effectively stayed, or any action shall be legally taken by a judgment creditor to attach or levy upon any assets of Holdings, the Borrower or any Subsidiary to enforce any such judgment;

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(l) an ERISA Event shall have occurred that, in the opinion of the Required Lenders, when taken together with all other ERISA Events that have occurred, could reasonably be expected to result in liability of the Borrower and the Subsidiaries in an aggregate amount exceeding $15,000,000 for all periods;

(m) any Lien purported to be created under any Security Document shall cease to be, or shall be asserted by any Loan Party not to be, a valid and perfected Lien on any Collateral with a fair value in excess of $1,500,000, with the priority required by the applicable Security Document, except (i) as a result of the sale or other disposition of the applicable Collateral in a transaction permitted under the Loan Documents or (ii) as a result of the Administrative Agent’s failure to maintain possession of any stock certificates, promissory notes or other instruments delivered to it under the Collateral Agreement; or

(n) any Loan Document shall for any reason be asserted by any Loan Party not to be a legal, valid and binding obligation of any party thereto;

(o) the Guarantees of the Obligations by Holdings and the Subsidiary Loan Parties pursuant to the Collateral Agreement shall cease to be in full force and effect (other than in accordance with the terms of the Loan Documents) or shall be asserted by Holdings, the Borrower or any Subsidiary Loan Party not to be in effect or not to be legal, valid and binding obligations;

(p) the Existing Senior Subordinated Notes, the Senior Subordinated Notes, any Additional Subordinated Debt or any Guarantees thereof shall cease, for any reason, to be validly subordinated to the Obligations or the obligations of Holdings and the Subsidiary Loan Parties in respect of their Guarantees under the Collateral Agreement, as applicable, as provided in the Existing Senior Subordinated Notes Documents, the Senior Subordinated Notes Documents or the documentation governing any Additional Subordinated Debt, as applicable, or any Loan Party or the holders of at least 25% in aggregate principal amount of the Existing Senior Subordinated Notes, Senior Subordinated Notes or any series of Additional Subordinated Debt shall so assert; or

(q) a Change in Control shall occur;

then, and in every such event (other than an event with respect to the Borrower described in paragraph (h) or (i) of this Section), and at any time thereafter during the continuance of such event, the Administrative Agent may, and at the request of the Required Lenders shall, by notice to the Borrower, take either or both of the following actions, at the same or different times:  (i) terminate the Commitments, and thereupon the Commitments shall

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terminate immediately, and (ii) declare the Loans then outstanding to be due and payable in whole (or in part, in which case any principal not so declared to be due and payable may thereafter be declared to be due and payable), and thereupon the principal of the Loans so declared to be due and payable, together with accrued interest thereon and all fees and other obligations of the Borrower accrued hereunder, shall become due and payable immediately, without presentment, demand, protest or other notice of any kind, all of which are hereby waived by the Borrower; and in case of any event with respect to the Borrower described in paragraph (h) or (i) of this Section, the Commitments shall automatically terminate and the principal of the Loans then outstanding, together with accrued interest thereon and all fees and other obligations of the Borrower accrued hereunder, shall automatically become due and payable, without presentment, demand, protest or other notice of any kind, all of which are hereby waived by the Borrower.

SECTION 7.02. Borrower’s Right to Cure.  (a)  Notwithstanding anything to the contrary contained in Section 7.01, in the event that the Borrower fails to comply with the requirement of any Financial Performance Covenant, until the expiration of the fifth Business Day subsequent to the date on which financial statements with respect to the fiscal period for which such Financial Performance Covenant is being measured are required to be delivered pursuant to Section 5.01, Holdings shall have the right to issue Permitted Securities (the “Cure Right”), and upon the receipt by the Borrower of cash (the “Cure Amount”) pursuant to the exercise by Holdings of such Cure Right, such Financial Performance Covenants shall be recalculated giving effect to the following pro forma adjustments:

(i)  Consolidated EBITDA shall be increased, solely for the purpose of determining the existence of a Default or Event of Default under the Financial Performance Covenants with respect to any period of four consecutive fiscal quarters that includes the fiscal quarter for which the Cure Right was exercised and not for any other purpose under this Agreement, by an amount equal to the Cure Amount; and

(ii)  if, after giving effect to the foregoing recalculations, the Borrower shall then be in compliance with the requirements of all Financial Performance Covenants (including for purposes of Section 4.02), the Borrower shall be deemed to have satisfied the requirements of the Financial Performance Covenants as of the relevant date of determination with the same effect as though there had been no failure to comply therewith at such date, and the applicable breach or default of the Financial Performance Covenants that had occurred shall be deemed cured for this purposes of the Agreement.

(b)  Notwithstanding anything herein to the contrary, (i) Holdings may exercise the Cure Right only one time prior to the Tranche B Maturity Date, (ii) the Cure Amount shall not exceed $20,000,000 and (iii) the Borrower shall apply the Cure Amount to the prepayment of outstanding Revolving Loans, if any, provided that any such prepayment shall not reduce any Lender’s Revolving Commitment.

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SECTION 7.03. Exclusion of Immaterial Subsidiaries.  Solely for the purposes of determining whether a Default has occurred under clause (h) or (i) of Section 7.01, any reference in any such clause to any Subsidiary shall be deemed not to include any Subsidiary affected by any event or circumstance referred to in any such clause that did not, as of the last day of the fiscal quarter of the Borrower most recently ended, have assets with a value in excess of 5% of the consolidated total assets of the Borrower and the Subsidiaries or 5% of the total revenues of the Borrower and the Subsidiaries as of such date, provided that if it is necessary to exclude more than one Subsidiary from clause (h) or (i) of Section 7.01 pursuant to this Section 7.03 in order to avoid an Event of Default thereunder, all excluded Subsidiaries shall be considered to be a single consolidated Subsidiary for purposes of determining whether the condition specified above is satisfied.

ARTICLE VIII

The Agents

Each of the Lenders and the Issuing Bank hereby irrevocably appoints the Administrative Agent as its agent and authorizes the Administrative Agent to take such actions on its behalf and to exercise such powers as are delegated to the Administrative Agent by the terms of the Loan Documents, together with such actions and powers as are reasonably incidental thereto.  For purposes of this Article VIII, all references to the Administrative Agent shall be deemed to be references to both the Administrative Agent and the Collateral Agent.

The bank serving as the Administrative Agent hereunder shall have the same rights and powers in its capacity as a Lender as any other Lender and may exercise the same as though it were not the Administrative Agent, and such bank and its Affiliates may accept deposits from, lend money to and generally engage in any kind of business with the Borrower or any Subsidiary or other Affiliate thereof as if it were not the Administrative Agent hereunder.

The Administrative Agent shall not have any duties or obligations except those expressly set forth in the Loan Documents.  Without limiting the generality of the foregoing, (a) the Administrative Agent shall not be subject to any fiduciary or other implied duties, regardless of whether a Default has occurred and is continuing, (b) the Administrative Agent shall not have any duty to take any discretionary action or exercise any discretionary powers, except discretionary rights and powers expressly contemplated by the Loan Documents that the Administrative Agent is required to exercise in writing as directed by the Required Lenders (or such other number or percentage of the Lenders as shall be necessary under the circumstances as provided in Section 2.05(j) and Section 9.02), and (c) except as expressly set forth in the Loan Documents, the Administrative Agent shall not have any duty to disclose, and shall not be liable for the failure to disclose, any information relating to Holdings, the Borrower or any of the Subsidiaries that is communicated to or obtained by the bank serving as Administrative Agent or any of its Affiliates in any capacity.  The Administrative Agent shall not be liable for any action taken or not taken by it with the consent or at the request of the

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Required Lenders (or such other number or percentage of the Lenders as shall be necessary under the circumstances as provided in Section 9.02) or in the absence of its own gross negligence or willful misconduct.  The Administrative Agent shall be deemed not to have knowledge of any Default unless and until written notice thereof is given to the Administrative Agent by Holdings, the Borrower or a Lender, and the Administrative Agent shall not be responsible for or have any duty to ascertain or inquire into (i) any statement, warranty or representation made in or in connection with any Loan Document, (ii) the contents of any certificate, report or other document delivered thereunder or in connection therewith, (iii) the performance or observance of any of the covenants, agreements or other terms or conditions set forth in any Loan Document, (iv) the validity, enforceability, effectiveness or genuineness of any Loan Document or any other agreement, instrument or document, or (v) the satisfaction of any condition set forth in Article IV or elsewhere in any Loan Document, other than to confirm receipt of items expressly required to be delivered to the Administrative Agent.

The Administrative Agent shall be entitled to rely upon, and shall not incur any liability for relying upon, any notice, request, certificate, consent, statement, instrument, document or other writing believed by it to be genuine and to have been signed or sent by the proper Person.  The Administrative Agent also may rely upon any statement made to it orally or by telephone and believed by it to be made by the proper Person, and shall not incur any liability for relying thereon.  The Administrative Agent may consult with legal counsel (who may be counsel for the Borrower), independent accountants and other experts selected by it, and shall not be liable for any action taken or not taken by it in accordance with the advice of any such counsel, accountants or experts.

The Administrative Agent may perform any and all its duties and exercise its rights and powers by or through any one or more sub-agents appointed by the Administrative Agent.  The Administrative Agent and any such sub-agent may perform any and all its duties and exercise its rights and powers through their respective Related Parties.  The exculpatory provisions of the preceding paragraphs shall apply to any such sub-agent and to the Related Parties of each Administrative Agent and any such sub-agent, and shall apply to their respective activities in connection with the syndication of the credit facilities provided for herein as well as activities as Administrative Agent.

Subject to the appointment and acceptance of a successor Administrative Agent as provided in this paragraph, the Administrative Agent may resign at any time by notifying the Lenders, the Issuing Bank and the Borrower.  Upon any such resignation, the Required Lenders shall have the right, in consultation with the Borrower, to appoint a successor.  If no successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within 30 days after the retiring Administrative Agent gives notice of its resignation, then the retiring Administrative Agent may, on behalf of the Lenders and the Issuing Bank, appoint a successor Administrative Agent which shall be a bank with an office in New York, New York, or an Affiliate of any such bank.  Upon the acceptance of its appointment as Administrative Agent hereunder by a successor, such successor shall succeed to and become vested with all the rights, powers, privileges and duties of the retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from its duties and obligations hereunder.  The fees payable by

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the Borrower to a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor.  After the Administrative Agent’s resignation hereunder, the provisions of this Article and Section 9.03 shall continue in effect for the benefit of such retiring Administrative Agent, its sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them while it was acting as Administrative Agent.

Each Lender acknowledges that it has, independently and without reliance upon the Administrative Agent or any other Lender and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Agreement.  Each Lender also acknowledges that it will, independently and without reliance upon the Administrative Agent or any other Lender and based on such documents and information as it shall from time to time deem appropriate, continue to make its own decisions in taking or not taking action under or based upon this Agreement, any other Loan Document or related agreement or any document furnished hereunder or thereunder.  The Lenders identified in this Agreement as the Syndication Agent and the Documentation Agent shall not have any right, power, obligation, liability, responsibility or duty under this Agreement other than those applicable to all Lenders.  Without limiting the foregoing, neither the Syndication Agent nor the Documentation Agent shall have or be deemed to have a fiduciary relationship with any Lender.

ARTICLE IX

Miscellaneous

SECTION 9.01. Notices.  (a)  Except in the case of notices and other communications expressly permitted to be given by telephone, all notices and other communications provided for herein shall be in writing and shall be delivered by hand or overnight courier service, mailed by certified or registered mail or sent by telecopy, as follows:

(i)  if to the Borrower, to US Oncology, Inc., 16825 Northchase Drive, Houston, Texas 77060, Attention of Bruce D. Broussard (Telecopy No. (832) 601-6600);

(ii)  if to the Administrative Agent, to JPMorgan Chase Bank, 270 Park Avenue, New York, New York 10017, Attention of Gary Spevack (Telecopy No. (212) 270-1063), with a copy to JPMorgan Chase Bank, Loan and Agency Services, 1111 Fannin Street, 10^th Floor, Houston, TX 77002, Attention: Erin Merrit (Telecopy No. (713) 750-2782);

(iii)  if to the Issuing Bank, to JPMorgan Chase Bank, Loan and Agency Services, 1111 Fannin Street, 10^th Floor, Houston, TX 77002, Attention: Erin Merrit (Telecopy No. (713) 750-2782);

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(iv)  if to the Swingline Lender, to JPMorgan Chase Bank, Loan and Agency Services, 1111 Fannin Street, 10^th Floor, Houston, TX 77002, Attention: Erin Merrit (Telecopy No. (713) 750-2782);

(v)  if to the Collateral Agent, to JPMorgan Chase Bank, Loan and Agency Services, 1111 Fannin Street, 10^th Floor, Houston, TX 77002, Attention: Erin Merrit (Telecopy No. (713) 750-2782); and

(vi)  if to any other Lender, to it at its address (or telecopy number) set forth in its Administrative Questionnaire.

(b)  Notices and other communications to the Lenders hereunder may be delivered or furnished by electronic communications pursuant to procedures approved by the Administrative Agent, provided that the foregoing shall not apply to notices pursuant to Article II unless otherwise agreed by the Administrative Agent and the applicable Lender.  The Administrative Agent or the Borrower may, in its discretion, agree to accept notices and other communications to it hereunder by electronic communications pursuant to procedures approved by it, provided that approval of such procedures may be limited to particular notices or communications.

(c)  Any party hereto may change its address or telecopy number for notices and other communications hereunder by notice to the Administrative Agent (and, in the case of the Administrative Agent, by written notice to the Borrower).  All notices and other communications given to any party hereto in accordance with the provisions of this Agreement shall be deemed to have been given on the date of receipt.

SECTION 9.02. Waivers; Amendments.  (a)  No failure or delay by the Administrative Agent, the Issuing Bank, the Collateral Agent, the Swingline Lender or any Lender in exercising any right or power hereunder or under any other Loan Document shall operate as a waiver thereof, nor shall any single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such a right or power, preclude any other or further exercise thereof or the exercise of any other right or power.  The rights and remedies of the Administrative Agent, the Issuing Bank, the Collateral Agent, the Swingline Lender and the Lenders hereunder and under the other Loan Documents are cumulative and are not exclusive of any rights or remedies that they would otherwise have.  No waiver of any provision of any Loan Document or consent to any departure by any Loan Party therefrom shall in any event be effective unless the same shall be permitted by paragraph (b) of this Section, and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given.  Without limiting the generality of the foregoing, the making of a Loan or issuance of a Letter of Credit shall not be construed as a waiver of any Default, regardless of whether the Administrative Agent, any Lender, the Collateral Agent, the Swingline Lender or the Issuing Bank may have had notice or knowledge of such Default at the time.

(b)  Except as provided in Section 2.20 with respect to an Incremental Facility Amendment, neither this Agreement nor any other Loan Document nor any

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provision hereof or thereof may be waived, amended or modified except, in the case of this Agreement, pursuant to an agreement or agreements in writing entered into by Holdings, the Borrower and the Required Lenders or, in the case of any other Loan Document, pursuant to an agreement or agreements in writing entered into by the Administrative Agent and the Loan Party or Loan Parties that are parties thereto, in each case with the consent of the Required Lenders, provided that no such agreement shall (i) increase the Commitment of any Lender without the written consent of such Lender, (ii) reduce the principal amount of any Loan or LC Disbursement or reduce the rate of interest thereon, or reduce any fees payable hereunder, without the written consent of each Lender affected thereby, (iii) postpone the maturity of any Loan, or any scheduled date of payment of the principal amount of any Tranche B Term Loan under Section 2.10, the required date of reimbursement of any LC Disbursement, or any date for the payment of any interest or fees payable hereunder, or reduce the amount of, waive or excuse any such payment, or postpone the scheduled date of expiration of any Commitment, without the written consent of each Lender affected thereby, (iv) change Section 2.18(b) or (c) in a manner that would alter the pro rata sharing of payments required thereby, without the written consent of each Lender, (v) change any of the provisions of this Section or the percentage set forth in the definition of “Required Lenders” or any other provision of any Loan Document specifying the number or percentage of Lenders (or Lenders of any Class) required to waive, amend or modify any rights thereunder or make any determination or grant any consent thereunder, without the written consent of each Lender (or each Lender of such Class, as applicable), (vi) release Holdings or any Subsidiary Loan Party from its Guarantee under the Collateral Agreement (except as provided in Section 9.15 or in the Collateral Agreement) or limit its liability in respect of such Guarantee, without the written consent of each Lender, (vii) release all or substantially all the Collateral from the Liens of the Security Documents (except as provided in Section 9.15 or in the Collateral Agreement), without the written consent of each Lender or (viii) change any provisions of any Loan Document in a manner that by its terms adversely affects the rights in respect of payments due to Lenders holding Loans of any Class differently than those holding Loans of any other Class, without the written consent of Lenders holding a majority in interest of the outstanding Loans and unused Commitments of each adversely affected Class, provided further that (A) no such agreement shall amend, modify or otherwise affect the rights or duties of the Administrative Agent, the Issuing Bank or the Swingline Lender without the prior written consent of the Administrative Agent, the Issuing Bank or the Swingline Lender, as applicable, and (B) any waiver, amendment or modification of this Agreement that by its terms affects the rights or duties under this Agreement of the Revolving Lenders (but not the Tranche B Lenders), or the Tranche B Lenders (but not the Revolving Lenders) may be effected by an agreement or agreements in writing entered into by Holdings, the Borrower and requisite percentage in interest of the affected Class of Lenders that would be required to consent thereto under this Section if such Class of Lenders were the only Class of Lenders hereunder at the time.  In connection with any proposed amendment, modification, waiver or termination (a “Proposed Change”) requiring the consent of all affected Lenders, if the consent of the Supermajority Lenders (and, to the extent any Proposed Change requires the consent of Lenders holding Loans of any Class pursuant to clause (viii) of this Section 9.02(b), the consent of not less than

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75% in interest of the outstanding Loans and unused Commitments of such Class) to such Proposed Change is obtained, but the consent to such Proposed Change of other Lenders whose consent is required is not obtained (any such Lender whose consent is not obtained as described in this Section 9.02(b) being referred to as a “Non-Consenting Lender”), then, so long as the Lender that is acting as the Administrative Agent is not a Non-Consenting Lender, at the Borrower’s request, any assignee that is acceptable to the Administrative Agent shall have the right, with the Administrative Agent’s consent, to purchase from such Non-Consenting Lender, and such Non-Consenting Lender agrees that it shall, upon the Borrower’s request, sell and assign to such assignee, at no expense to such Non-Consenting Lender, all the Commitments, Tranche B Term Loans and Revolving Exposure of such Non-Consenting Lender for an amount equal to the principal balance of all Tranche B Term Loans and Revolving Loans (and funded participations in Swingline Loans and unreimbursed LC Disbursements) held by such Non-Consenting Lender and all accrued interest and fees with respect thereto through the date of sale (including amounts under Section 2.15, 2.16 and 2.17), such purchase and sale to be consummated pursuant to an executed Assignment and Assumption in accordance with Section 9.04(b) (which Assignment and Assumption need not be signed by such Non-Consenting Lender).

SECTION 9.03. Expenses; Indemnity; Damage Waiver.  (a)  The Borrower shall pay (i) all reasonable out-of-pocket expenses incurred by the Agents and their respective Affiliates, including the reasonable fees, charges and disbursements of counsel for the Agents, in connection with the syndication of the credit facilities provided for herein, the preparation and administration of the Loan Documents or any amendments, modifications or waivers of the provisions thereof (whether or not the transactions contemplated hereby or thereby shall be consummated), (ii) all reasonable out-of-pocket expenses incurred by the Issuing Bank in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder and (iii) all reasonable out-of-pocket expenses incurred by the Administrative Agent, the Issuing Bank or any Lender, including the reasonable fees, charges and disbursements of any counsel for the Administrative Agent, the Issuing Bank or any Lender, in connection with the enforcement or protection of its rights in connection with the Loan Documents, including its rights under this Section, or in connection with the Loans made or Letters of Credit issued hereunder, including all such reasonable out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans or Letters of Credit.

(b)  The Borrower shall indemnify the Administrative Agent, the Issuing Bank and each Lender, and each Related Party of any of the foregoing Persons (each such Person being called an “Indemnitee”) against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related expenses, including the fees, charges and disbursements of any counsel for any Indemnitee, incurred by or asserted against any Indemnitee arising out of, in connection with, or as a result of (i) the execution or delivery of any Loan Document or any other agreement or instrument contemplated hereby, the performance by the parties to the Loan Documents of their respective obligations thereunder or the consummation of the Transactions or any other transactions contemplated hereby, (ii) any Loan or Letter of Credit or the use of the

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proceeds therefrom (including any refusal by the Issuing Bank to honor a demand for payment under a Letter of Credit if the documents presented in connection with such demand do not strictly comply with the terms of such Letter of Credit), (iii) any actual or alleged presence or Release of Hazardous Materials on or from any Mortgaged Property or any other property currently or formerly owned or operated by the Borrower or any of its Subsidiaries, or any actual or alleged Environmental Liability related in any way to the Borrower or any of its Subsidiaries or their respective properties or operations, or (iv) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory and regardless of whether any Indemnitee is a party thereto, provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses are determined by a court of competent jurisdiction to have resulted from the gross negligence or willful misconduct of such Indemnitee.

(c)  To the extent that the Borrower fails to pay any amount required to be paid by it to the Administrative Agent, the Issuing Bank or the Swingline Lender under paragraph (a) or (b) of this Section, each Lender severally agrees to pay to the Administrative Agent, the Issuing Bank or the Swingline Lender, as applicable, such Lender’s pro rata share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought) of such unpaid amount, provided that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as applicable, was incurred by or asserted against the Administrative Agent, the Issuing Bank or the Swingline Lender in its capacity as such.  For purposes hereof, a Lender’s “pro rata share” shall be determined based upon its share of the aggregate Revolving Exposures, outstanding Tranche B Term Loans and unused Commitments at the time.

(d)  To the extent permitted by applicable law, neither Holdings nor the Borrower shall assert, and each hereby waives, any claim against any Indemnitee, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Agreement or any agreement or instrument contemplated hereby, the Transactions, any Loan or Letter of Credit or the use of the proceeds thereof.

(e)  All amounts due under this Section shall be payable not later than three days after written demand therefor.

SECTION 9.04. Successors and Assigns.  (a)  The provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns permitted hereby (including any Affiliate of the Issuing Bank that issues any Letter of Credit), except that (i) the Borrower may not assign or otherwise transfer any of its rights or obligations hereunder without the prior written consent of each Lender (and any attempted assignment or transfer by the Borrower without such consent shall be null and void) and (ii) no Lender may assign or otherwise transfer its rights or obligations hereunder except in accordance with this Section.  Nothing in this Agreement, expressed or implied, shall be construed to confer upon any Person (other than the parties hereto, their respective successors and assigns permitted hereby (including any Affiliate of the Issuing Bank that issues any Letter of Credit),

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Participants (to the extent provided in paragraph (c) of this Section) and, to the extent expressly contemplated hereby, the Related Parties of each of the Administrative Agent, the Issuing Bank and the Lenders) any legal or equitable right, remedy or claim under or by reason of this Agreement.

(b)  (i)   Subject to the conditions set forth in paragraph (b)(ii) below, any Lender may assign to one or more assignees all or a portion of its rights and obligations under this Agreement (including all or a portion of its Commitment and the Loans at the time owing to it) with the prior written consent (such consent not to be unreasonably withheld or delayed) of:

(1) the Borrower, provided that no consent of the Borrower shall be required for an assignment to a Lender, an Affiliate of a Lender, an Approved Fund (as defined below) or, if an Event of Default has occurred and is continuing, any other assignee; and

(2) the Administrative Agent, provided that no consent of the Administrative Agent shall be required for an assignment of all or any portion of a Tranche B Term Loan to a Lender, an Affiliate of a Lender or an Approved Fund; and

(3) the Issuing Bank, provided that no consent of the Issuing Bank shall be required for an assignment of all or any portion of a Tranche B Term Loan.

(ii)  Assignments shall be subject to the following conditions:

(1) except in the case of an assignment to a Lender or an Affiliate of a Lender or an assignment of the entire remaining amount of the assigning Lender’s Commitment or Loans of any Class, the amount of the Commitment or Loans of the assigning Lender subject to each such assignment (determined as of the date the Assignment and Assumption with respect to such assignment is delivered to the Administrative Agent) shall not be less than $5,000,000 or, in the case of a Tranche B Term Loan, $1,000,000, unless each of the Borrower and the Administrative Agent otherwise consent, provided that no such consent of the Borrower shall be required if an Event of Default has occurred and is continuing;

(2) each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender’s rights and obligations under this Agreement, provided that this clause shall not be construed to prohibit assignment of a proportionate part of all the assigning Lender’s rights and obligations in respect of one Class of Commitments or Loans;

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(3) the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption, together with a processing and recordation fee of $3,500; and

(4) the assignee, if it shall not be a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire.

For purposes of this Section 9.04(b), the terms “Approved Fund” and “CLO” have the following meanings:

“Approved Fund” means (a) a CLO and (b) with respect to any Lender that is a fund which invests in bank loans and similar extensions of credit, any other fund that invests in bank loans and similar extensions of credit and is managed by the same investment advisor as such Lender or by an Affiliate of such investment advisor.

“CLO” means any entity (whether a corporation, partnership, trust or otherwise) that is engaged in making, purchasing, holding or otherwise investing in bank loans and similar extensions of credit in the ordinary course and is administered or managed by a Lender or an Affiliate of such Lender.

(iii)  Subject to acceptance and recording thereof pursuant to paragraph (b)(iv) of this Section, from and after the effective date specified in each Assignment and Assumption the assignee thereunder shall be a party hereto and, to the extent of the interest assigned by such Assignment and Assumption, have the rights and obligations of a Lender under this Agreement, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Assumption, be released from its obligations under this Agreement (and, in the case of an Assignment and Assumption covering all the assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto but shall continue to be entitled to the benefits of Sections 2.15, 2.16, 2.17 and 9.03).  Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this Section 9.04 shall be treated for purposes of this Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with paragraph (c) of this Section.

(iv)  The Administrative Agent, acting for this purpose as an agent of the Borrower, shall maintain at one of its offices a copy of each Assignment and Assumption delivered to it and a register for the recordation of the names and addresses of the Lenders, and the Commitment of, and principal amount of the Loans and LC Disbursements owing to, each Lender pursuant to the terms hereof from time to time (the “Register”).  The entries in the Register shall be conclusive, and the Borrower, the Administrative Agent, the Issuing Banks and the Lenders may treat each Person whose name is recorded in the Register pursuant to the terms hereof as a Lender hereunder for all

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purposes of this Agreement, notwithstanding notice to the contrary.  The Register shall be available for inspection by the Borrower, the Issuing Banks and any Lender, at any reasonable time and from time to time upon reasonable prior notice.

(v)  Upon its receipt of a duly completed Assignment and Assumption executed by an assigning Lender and an assignee, the assignee’s completed Administrative Questionnaire (unless the assignee shall already be a Lender hereunder), the processing and recordation fee referred to in paragraph (b) of this Section and any written consent to such assignment required by paragraph (b) of this Section, the Administrative Agent shall accept such Assignment and Assumption and record the information contained therein in the Register.  No assignment shall be effective for purposes of this Agreement unless it has been recorded in the Register as provided in this paragraph.

(c)  (i)   Any Lender may, without the consent of the Borrower, the Administrative Agent, the Issuing Banks or the Swingline Lender, sell participations to one or more banks or other entities (a “Participant”) in all or a portion of such Lender’s rights and obligations under this Agreement (including all or a portion of its Commitment and the Loans owing to it), provided that (A) such Lender’s obligations under this Agreement shall remain unchanged, (B) such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations and (C) the Borrower, the Administrative Agent, the Issuing Banks and the other Lenders shall continue to deal solely and directly with such Lender in connection with such Lender’s rights and obligations under this Agreement.  Any agreement or instrument pursuant to which a Lender sells such a participation shall provide that such Lender shall retain the sole right to enforce this Agreement and to approve any amendment, modification or waiver of any provision of this Agreement, provided that such agreement or instrument may provide that such Lender will not, without the consent of the Participant, agree to any amendment, modification or waiver described in the first proviso to Section 9.02(b) that affects such Participant.  Subject to paragraph (c)(ii) of this Section, the Borrower agrees that each Participant shall be entitled to the benefits of Sections 2.15, 2.16 and 2.17 to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to paragraph (b) of this Section.  To the extent permitted by law, each Participant also shall be entitled to the benefits of Section 9.08 as though it were a Lender, provided such Participant agrees to be subject to Section 2.18(c) as though it were a Lender.

(ii)  A Participant shall not be entitled to receive any greater payment under Section 2.15 or 2.17 than the applicable Lender would have been entitled to receive with respect to the participation sold to such Participant, unless the sale of the participation to such Participant is made with the Borrower’s prior written consent.  A Participant that would be a Foreign Lender if it were a Lender shall not be entitled to the benefits of Section 2.17 unless the Borrower is notified of the participation sold to such Participant and such Participant agrees, for the benefit of the Borrower, to comply with Section 2.17(e) as though it were a Lender.

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(iii)  Any Lender may at any time pledge, assign or grant a security interest in all or any portion of its rights under this Agreement to secure obligations of such Lender, including any pledge, assignment or grant to secure obligations to a Federal Reserve Bank, and this Section shall not apply to any such pledge, assignment or grant of a security interest, provided that no such pledge, assignment or grant of a security interest shall release a Lender from any of its obligations hereunder or substitute any such pledgee or assignee for such Lender as a party hereto.

SECTION 9.05. Survival.  All covenants, agreements, representations and warranties made by the Loan Parties in the Loan Documents and in the certificates or other instruments delivered in connection with or pursuant to this Agreement or any other Loan Document shall be considered to have been relied upon by the other parties hereto and shall survive the execution and delivery of the Loan Documents and the making of any Loans and issuance of any Letters of Credit, regardless of any investigation made by any such other party or on its behalf and notwithstanding that the Administrative Agent, the Issuing Bank or any Lender may have had notice or knowledge of any Default or incorrect representation or warranty at the time any credit is extended hereunder, and shall continue in full force and effect as long as the principal of or any accrued interest on any Loan or any fee or any other amount payable under this Agreement is outstanding and unpaid or any Letter of Credit is outstanding and so long as the Commitments have not expired or terminated.  The provisions of Sections 2.15, 2.16, 2.17 and 9.03 and Article VIII shall survive and remain in full force and effect regardless of the consummation of the transactions contemplated hereby, the repayment of the Loans, the expiration or termination of the Letters of Credit and the Commitments or the termination of this Agreement or any provision hereof.

SECTION 9.06. Counterparts; Integration; Effectiveness.  This Agreement may be executed in counterparts (and by different parties hereto on different counterparts), each of which shall constitute an original, but all of which when taken together shall constitute a single contract.  This Agreement, the other Loan Documents and any separate letter agreements with respect to fees payable to the Administrative Agent constitute the entire contract among the parties relating to the subject matter hereof and supersede any and all previous agreements and understandings, oral or written, relating to the subject matter hereof.  Except as provided in Section 4.01, this Agreement shall become effective when it shall have been executed by the Administrative Agent and when the Administrative Agent shall have received counterparts hereof which, when taken together, bear the signatures of each of the other parties hereto, and thereafter shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns.  Delivery of an executed counterpart of a signature page of this Agreement by telecopy shall be effective as delivery of a manually executed counterpart of this Agreement.

SECTION 9.07. Severability.  Any provision of this Agreement held to be invalid, illegal or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such invalidity, illegality or unenforceability without affecting the validity, legality and enforceability of the remaining provisions hereof; and the

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invalidity of a particular provision in a particular jurisdiction shall not invalidate such provision in any other jurisdiction.

SECTION 9.08. Right of Setoff.  If an Event of Default shall have occurred and be continuing, each Lender and each of its Affiliates is hereby authorized at any time and from time to time, to the fullest extent permitted by law, to set off and apply any and all deposits (general or special, time or demand, provisional or final) at any time held and other obligations at any time owing by such Lender or Affiliate to or for the credit or the account of the Borrower against any of and all the obligations of the Borrower now or hereafter existing under this Agreement held by such Lender, irrespective of whether or not such Lender shall have made any demand under this Agreement and although such obligations may be unmatured.  The applicable Lender shall notify the Borrower and the Administrative Agent of such set-off or application, provided that any failure to give or any delay in giving such notice shall not affect the validity of any such set-off or application under this Section.  The rights of each Lender under this Section are in addition to other rights and remedies (including other rights of setoff) which such Lender may have.

SECTION 9.09. Governing Law; Jurisdiction; Consent to Service of Process.  (a)  This Agreement shall be construed in accordance with and governed by the law of the State of New York.

(b)  Each of Holdings and the Borrower hereby irrevocably and unconditionally submits, for itself and its property, to the nonexclusive jurisdiction of the Supreme Court of the State of New York sitting in New York County and of the United States District Court of the Southern District of New York, and any appellate court from any thereof, in any action or proceeding arising out of or relating to any Loan Document, or for recognition or enforcement of any judgment, and each of the parties hereto hereby irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding may be heard and determined in such New York State or, to the extent permitted by law, in such Federal court.  Each of the parties hereto agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law.  Nothing in this Agreement or any other Loan Document shall affect any right that the Administrative Agent, the Issuing Bank or any Lender may otherwise have to bring any action or proceeding relating to this Agreement or any other Loan Document against Holdings, the Borrower or their respective properties in the courts of any jurisdiction.

(c)  Each of Holdings and the Borrower hereby irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection that it may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this Agreement or any other Loan Document in any court referred to in paragraph (b) of this Section.  Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court.

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(d)  Each party to this Agreement irrevocably consents to service of process in the manner provided for notices in Section 9.01.  Nothing in this Agreement or any other Loan Document will affect the right of any party to this Agreement to serve process in any other manner permitted by law.

SECTION 9.10. WAIVER OF JURY TRIAL.  EACH PARTY HERETO HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT, ANY OTHER LOAN DOCUMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY).  EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION.

SECTION 9.11. Headings.  Article and Section headings and the Table of Contents used herein are for convenience of reference only, are not part of this Agreement and shall not affect the construction of, or be taken into consideration in interpreting, this Agreement.

SECTION 9.12. Confidentiality.  Each of the Administrative Agent, the Issuing Banks and the Lenders agrees to maintain the confidentiality of the Information (as defined below), except that Information may be disclosed (a) to its and its Affiliates’ directors, officers, employees and agents, including accountants, legal counsel and other advisors (it being understood that the Persons to whom such disclosure is made will be informed of the confidential nature of such Information and instructed to keep such Information confidential), (b) to the extent requested by any regulatory authority or self-regulatory authority, (c) to the extent required by applicable laws or regulations or by any subpoena or similar legal process, (d) to any other party to this Agreement, (e) in connection with the exercise of any remedies hereunder or any suit, action or proceeding relating to this Agreement or any other Loan Document or the enforcement of rights hereunder or thereunder, (f) subject to an agreement containing provisions substantially the same as those of this Section, to (i) any assignee of or Participant in, or any prospective assignee of or Participant in, any of its rights or obligations under this Agreement or (ii) any actual or prospective counterparty (or its advisors) to any swap or derivative transaction relating to the Borrower and its obligations, (g) with the consent of the Borrower or (h) to the extent such Information (i) becomes publicly available other than as a result of a breach of this Section or (ii) becomes available to the Administrative Agent, the Issuing Bank or any Lender on a nonconfidential basis from a source other than Holdings or the Borrower, provided that such source is not actually known by such disclosing party to be bound by an agreement containing provisions substantially the same as those contained in this Section.  For the purposes of this Section, the term

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“Information” means all information received from Holdings or the Borrower relating to Holdings or the Borrower or its business, other than any such information that is available to the Administrative Agent, the Issuing Bank or any Lender on a nonconfidential basis prior to disclosure by Holdings or the Borrower, provided that, in the case of information received from Holdings, the Borrower or any Subsidiary after the date hereof, such information is clearly identified at the time of delivery as confidential.  Any Person required to maintain the confidentiality of Information as provided in this Section shall be considered to have complied with its obligation to do so if such Person has exercised the same degree of care to maintain the confidentiality of such Information as such Person would accord to its own confidential information.

SECTION 9.13. Interest Rate Limitation.  Notwithstanding anything herein to the contrary, if at any time the interest rate applicable to any Loan, together with all fees, charges and other amounts that are treated as interest on such Loan under applicable law (collectively the “Charges”), shall exceed the maximum lawful rate (the “Maximum Rate”) that may be contracted for, charged, taken, received or reserved by the Lender holding such Loan in accordance with applicable law, the rate of interest payable in respect of such Loan hereunder, together with all Charges payable in respect thereof, shall be limited to the Maximum Rate and, to the extent lawful, the interest and Charges that would have been payable in respect of such Loan but were not payable as a result of the operation of this Section shall be cumulated and the interest and Charges payable to such Lender in respect of other Loans or periods shall be increased (but not above the Maximum Rate therefor) until such cumulated amount, together with interest thereon at the Federal Funds Effective Rate to the date of repayment, shall have been received by such Lender.

SECTION 9.14. USA Patriot Act.  Each Lender hereby notifies the Borrower that pursuant to the requirements of the USA Patriot Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001)) (the “Act”), it is required to obtain, verify and record information that identifies the Borrower, which information includes the name and address of the Borrower and other information that will allow such Lender to identify the Borrower in accordance with the Act.

SECTION 9.15. Release of Collateral.  Upon any sale or other transfer by any Loan Party of any Collateral that is permitted under this Agreement, or upon the effectiveness of any written consent to the release of the security interest granted hereby in any Collateral pursuant to Section 9.02 of this Agreement, the security interest in such Collateral shall be automatically released.

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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed by their respective authorized officers as of the day and year first above written.

US ONCOLOGY, INC.,
as Borrower,
by
		/s/ Bruce Broussard
	Name: Bruce Broussard
	Title: Chief Financial Officer
US ONCOLOGY HOLDINGS, INC.,
by
		/s/ Illegible
	Name: Illegible
	Title: Illegible
JPMORGAN CHASE BANK, individually
and as Administrative Agent,
by
		/s/ Illegible
	Name: Illegible
	Title: Illegible
WACHOVIA BANK, NATIONAL
ASSOCIATION, individually and as
Syndication Agent,
by
		/s/ Illegible
	Name: Illegible
	Title: Illegible

111

EX-10.2

Exhibit 10.2

GUARANTEE AND COLLATERAL AGREEMENT

dated as of

August 20, 2004,

among

US ONCOLOGY HOLDINGS, INC.,

US ONCOLOGY, INC.,

THE SUBSIDIARIES OF US ONCOLOGY, INC.

IDENTIFIED HEREIN

and

JPMORGAN CHASE BANK,

as Collateral Agent

[CS&M Ref. 6701-324]

TABLE OF CONTENTS

SECTION 4.06. Cash Management System

ARTICLE V

Remedies

SECTION 5.01. Remedies Upon Default

SECTION 5.02. Application of Proceeds

SECTION 5.03. Grant of License to Use Intellectual Property

SECTION 5.04. Securities Act

ARTICLE VI

Indemnity, Subrogation and Subordination

SECTION 6.01. Indemnity and Subrogation

SECTION 6.02. Contribution and Subrogation

SECTION 6.03. Subordination

ARTICLE VII

Miscellaneous

SECTION 7.01. Notices

SECTION 7.02. Waivers; Amendment

SECTION 7.03. Collateral Agent’s Fees and Expenses; Indemnification

SECTION 7.04. Successors and Assigns

SECTION 7.05. Survival of Agreement

SECTION 7.06. Counterparts; Effectiveness; Several Agreement

SECTION 7.07. Severability

SECTION 7.08. Right of Set-Off

SECTION 7.09. Governing Law; Jurisdiction; Consent to Service of Process

SECTION 7.10. WAIVER OF JURY TRIAL

SECTION 7.11. Headings

SECTION 7.12. Security Interest Absolute

SECTION 7.13. Termination or Release

SECTION 7.14. Additional Subsidiaries

SECTION 7.15. Collateral Agent Appointed Attorney-in-Fact

Schedules
Schedule I	Subsidiary Loan Parties
Schedule II	Pledged Stock; Debt Securities
Schedule III	Intellectual Property
Schedule IV	Commercial Tort Claims
Schedule V	Concentration Accounts
Exhibits
Exhibit I	Form of Supplement
Exhibit II	Form of Perfection Certificate
Exhibit III	Form of Deposit Account Control Agreement

GUARANTEE AND COLLATERAL AGREEMENT  (this “Agreement”) dated as of August 20, 2004, among US ONCOLOGY HOLDINGS, INC., a Delaware corporation, US ONCOLOGY, INC., a Delaware corporation, the Subsidiaries of US ONCOLOGY, INC. identified herein and JPMORGAN CHASE BANK, as Collateral Agent.

Reference is made to the Credit Agreement dated as of August 20, 2004 (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among US Oncology, Inc. (the “Borrower”), US Oncology Holdings, Inc. (“Holdings”), the Lenders party thereto, JPMorgan Chase Bank, as Administrative Agent, Wachovia Bank, National Association, as Syndication Agent and Citicorp North America, Inc., as Documentation Agent.  The Lenders have agreed to extend credit to the Borrower subject to the terms and conditions set forth in the Credit Agreement.  The obligations of the Lenders to extend such credit are conditioned upon, among other things, the execution and delivery of this Agreement.  Holdings and the Subsidiary Loan Parties are affiliates of the Borrower, will derive substantial benefits from the extension of credit to the Borrower pursuant to the Credit Agreement and are willing to execute and deliver this Agreement in order to induce the Lenders to extend such credit.  Accordingly, the parties hereto agree as follows:

ARTICLE I

Definitions

SECTION 1.01.  Credit Agreement.  (a)  Capitalized terms used in this Agreement and not otherwise defined in this Agreement have the meanings specified in the Credit Agreement.  All terms defined in the New York UCC (as defined in this Agreement) and not defined in this Agreement have the meanings specified therein.

(b)  The rules of construction specified in Section 1.03 of the Credit Agreement also apply to this Agreement, mutatis mutandis.

SECTION 1.02.  Other Defined Terms.  As used in this Agreement, the following terms have the meanings specified below:

“Account Debtor” means any Person who is or who may become obligated to any Grantor under, with respect to or on account of an Account.

“Article 9 Collateral” has the meaning assigned to such term in Section 4.01.

“Collateral” means Article 9 Collateral and Pledged Collateral.

“Concentration Accounts” mean those accounts listed on Schedule V and any other account designated by a Grantor which is subject to the terms of a deposit

account control agreement substantially in the form of Exhibit III hereto or such other form reasonably satisfactory to the Collateral Agent.

“Copyright License” means any written agreement, now or hereafter in effect, granting any right to any third party under any copyright now or hereafter owned by any Grantor or that such Grantor otherwise has the right to license, or granting any right to any Grantor under any copyright now or hereafter owned by any third party, and all rights of any Grantor under any such agreement.

“Copyrights” means all of the following now owned or hereafter acquired by any Grantor:  (a) all copyright rights in any work subject to the copyright laws of the United States or any other country, whether as author, assignee, transferee or otherwise and (b) all registrations and applications for registration of any such copyright in the United States or any other country, including registrations, recordings, supplemental registrations and pending applications for registration in the United States Copyright Office, including those listed on Schedule III.

“Credit Agreement” has the meaning assigned to such term in the preliminary statement in this Agreement.

“Federal Securities Laws” has the meaning assigned to such term in Section 5.04.

“General Intangibles” means all “General Intangibles” of any Grantor as defined in Section 9-102(42) of the UCC.

“Grantors” means Holdings, the Borrower and the Subsidiary Loan Parties.

“Guarantors” means Holdings and the Subsidiary Loan Parties.

“Instrument” has the meaning specified in Article 9 of the New York UCC.

“Intellectual Property” means all intellectual and similar property of any Grantor of every kind and nature now owned or hereafter acquired by any Grantor, including inventions, designs, Patents, Copyrights, Licenses, Trademarks, trade secrets, confidential or proprietary technical and business information, know-how or other data or information, software and databases and all embodiments or fixations thereof and related documentation, registrations and franchises, and all additions, improvements and accessions to, and books and records describing or used in connection with, any of the foregoing.

“License” means any Patent License, Trademark License, Copyright License or other license or sublicense agreement to which any Grantor is a party, including those listed on Schedule III.

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“Loan Document Obligations” means (a) the due and punctual payment by the Borrower of (i) the principal of and interest (including interest accruing during the pendency of any bankruptcy, insolvency, receivership or other similar proceeding, regardless of whether allowed or allowable in such proceeding) on the Loans, when and as due, whether at maturity, by acceleration, upon one or more dates set for prepayment or otherwise, (ii) each payment required to be made by the Borrower under the Credit Agreement in respect of any Letter of Credit, when and as due, including payments in respect of reimbursement of disbursements, interest thereon (including interest accruing during the pendency of any bankruptcy, insolvency, receivership or other similar proceeding, regardless of whether allowed or allowable in such proceeding) and obligations to provide cash collateral, and (iii) all other monetary obligations of the Borrower to any of the Secured Parties under the Credit Agreement and each other Loan Document, including obligations to pay fees, expense reimbursement obligations and indemnification obligations, whether primary, secondary, direct, contingent, fixed or otherwise (including monetary obligations incurred during the pendency of any bankruptcy, insolvency, receivership or other similar proceeding, regardless of whether allowed or allowable in such proceeding), (b) the due and punctual performance of all other obligations of the Borrower under or pursuant to the Credit Agreement and each other Loan Document, and (c) the due and punctual payment and performance in full of all the obligations of each other Loan Party under or pursuant to this Agreement and each other Loan Document.

“New York UCC” means the Uniform Commercial Code as from time to time in effect in the State of New York.

“Obligations” means (a) Loan Document Obligations and (b) the due and punctual payment and performance in full of all obligations of each Loan Party under each Swap Agreement that (i) is in effect on the Effective Date with a counterparty that is a Lender or an Affiliate of a Lender as of the Effective Date or (ii) is entered into after the Effective Date with any counterparty that is a Lender or an Affiliate of a Lender at the time such Swap Agreement is entered into.

“Patent License” means any written agreement, now or hereafter in effect, granting to any third party any right to make, use or sell any invention on which a patent, now or hereafter owned by any Grantor or that any Grantor otherwise has the right to license, is in existence, or granting to any Grantor any right to make, use or sell any invention on which a patent, now or hereafter owned by any third party, is in existence, and all rights of any Grantor under any such agreement.

“Patents” means all of the following now owned or hereafter acquired by any Grantor:  (a) all letters patent of the United States or the equivalent thereof in any other country, all registrations and recordings thereof, and all applications for letters patent of the United States or the equivalent thereof in any other country, including registrations, recordings and pending applications in the United States Patent and Trademark Office or any similar offices in any other country, including those listed on Schedule III, and (b) all reissues, continuations, divisions, continuations-in-part, renewals

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or extensions thereof, and the inventions disclosed or claimed therein, including the right to make, use and/or sell the inventions disclosed or claimed therein.

“Perfection Certificate” means a certificate substantially in the form of Exhibit II, completed and supplemented with the schedules and attachments contemplated thereby, and duly executed by a Financial Officer and a legal officer of the Borrower.

“Pledged Collateral” has the meaning assigned to such term in Section 3.01.

“Pledged Debt Securities” has the meaning assigned to such term in Section 3.01.

“Pledged Securities” means any promissory notes, stock certificates or other securities now or hereafter included in the Pledged Collateral, including all certificates, instruments or other documents representing or evidencing any Pledged Collateral.

“Pledged Stock” has the meaning assigned to such term in Section 3.01.

“Proceeds” has the meaning specified in Section 9-102 of the New York UCC.

“Secured Parties” means (a) the Lenders, (b) the Collateral Agent, (c) the Administrative Agent, (d) the Issuing Bank, (e) each counterparty to any Swap Agreement with a Loan Party the obligations under which constitute Obligations and (f) the successors and assigns of each of the foregoing.

“Security Interest” has the meaning assigned to such term in Section 4.01.

“Subsidiary Loan Parties” means (a) the Subsidiaries identified on Schedule I and (b) each other Subsidiary that becomes a party to this Agreement as a Subsidiary Loan Party after the Effective Date.

“Trademark License” means any written agreement, now or hereafter in effect, granting to any third party any right to use any trademark now or hereafter owned by any Grantor or that any Grantor otherwise has the right to license, or granting to any Grantor any right to use any trademark now or hereafter owned by any third party, and all rights of any Grantor under any such agreement.

“Trademarks” means all of the following now owned or hereafter acquired by any Grantor: (a) all trademarks, service marks, trade names, domain names, corporate names, company names, business names, fictitious business names, trade styles, trade dress, logos, other source or business identifiers, designs and general intangibles of like nature, now existing or hereafter adopted or acquired, all registrations and recordings thereof, and all registration and recording applications filed in connection therewith, including registrations and registration applications in the United States Patent and

4

Trademark Office or any similar offices in any State of the United States or any other country or any political subdivision thereof, and all extensions or renewals thereof, including those listed on Schedule III, (b) all goodwill associated therewith or symbolized thereby and (c) all other assets, rights and interests that uniquely reflect or embody such goodwill.

ARTICLE II

Guarantee

SECTION 2.01.  Guarantee.  Each Guarantor unconditionally guarantees, jointly with the other Guarantors and severally, as a primary obligor and not merely as a surety, the due and punctual payment and performance in full of the Obligations.  Each Guarantor further agrees that the Obligations may be extended or renewed, in whole or in part, or amended or modified, without notice to or further assent from it, and that it will remain bound upon its guarantee notwithstanding any extension, renewal, amendment or modification of the Obligations.  Each Guarantor waives presentment to, demand of payment from and protest to the Borrower or any other Loan Party of the Obligations and also waives notice of acceptance of its guarantee and notice of protest for nonpayment.

SECTION 2.02.  Guarantee of Payment.  Each Guarantor further agrees that its guarantee hereunder constitutes a guarantee of payment when due and not of collection, and waives any right to require that any resort be had by the Collateral Agent or any other Secured Party to any security held for the payment of the Obligations or to any balance of any deposit account or credit on the books of the Collateral Agent or any other Secured Party in favor of the Borrower or any other Person.

SECTION 2.03.  No Limitations.  (a)  Except for termination of a Guarantor’s obligations hereunder as expressly provided in Section 7.13, the obligations of each Guarantor hereunder shall not be subject to any reduction, limitation, impairment or termination for any reason, including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to any defense or set-off, counterclaim, recoupment or termination whatsoever by reason of the invalidity, illegality or unenforceability of the Obligations or otherwise.  Without limiting the generality of the foregoing, the obligations of each Guarantor hereunder shall not be discharged or impaired or otherwise affected by (i) the failure of the Collateral Agent or any other Secured Party to assert any claim or demand or to enforce any right or remedy under the provisions of any Loan Document or otherwise; (ii) any rescission, waiver, amendment or modification of, or any release from any of the terms or provisions of, any Loan Document or any other agreement, including with respect to any other Guarantor under this Agreement; (iii) the release of, impairment of or failure to perfect any Lien held by the Collateral Agent or any other Secured Party for the payment and performance of the Obligations or any of them; (iv) any default, failure or delay, wilful or otherwise, in the performance of the Obligations; or (v) any other act or omission that may or might in any manner or to any extent vary the risk of any Guarantor or otherwise operate as a discharge of any Guarantor as a matter of law or equity (other than the indefeasible payment in full in cash of the Obligations).  Each Guarantor expressly authorizes the

5

Collateral Agent (i) to take and hold security for the payment and performance of the Obligations, (ii) to exchange, waive or release any or all such security (with or without consideration), (iii) to enforce or apply such security and direct the order and manner of any sale thereof in its sole discretion or (iv) to release or substitute any one or more other guarantors or obligors upon or in respect of the Obligations, all without affecting the obligations of any Guarantor hereunder.

(b)  To the fullest extent permitted by applicable law, each Guarantor waives any defense based on or arising out of any defense of the Borrower or any other Loan Party or the unenforceability of the Obligations or any part thereof from any cause, or the cessation from any cause of the liability of the Borrower or any other Loan Party, other than the indefeasible payment in full in cash of all the Obligations.  The Collateral Agent and the other Secured Parties may, at their election, foreclose on any security held by one or more of them by one or more judicial or nonjudicial sales, accept an assignment of any such security in lieu of foreclosure, compromise or adjust any part of the Obligations, make any other accommodation with the Borrower or any other Loan Party or exercise any other right or remedy available to them against the Borrower or any other Loan Party, without affecting or impairing in any way the liability of any Guarantor hereunder except to the extent the Obligations have been fully and indefeasibly paid in full in cash.  To the fullest extent permitted by applicable law, each Guarantor waives any defense arising out of any such election even though such election operates, pursuant to applicable law, to impair or to extinguish any right of reimbursement or subrogation or other right or remedy of such Guarantor against the Borrower or any other Loan Party, as applicable, or any security.

SECTION 2.04.  Reinstatement.  Each of the Guarantors agrees that its guarantee hereunder shall continue to be effective or be reinstated, as applicable, if at any time payment, or any part thereof, of any Obligation is rescinded or must otherwise be restored by the Collateral Agent or any other Secured Party upon the bankruptcy or reorganization of the Borrower, any other Loan Party or otherwise.

SECTION 2.05.  Agreement To Pay; Subrogation.  In furtherance of the foregoing and not in limitation of any other right that the Collateral Agent or any other Secured Party has at law or in equity against any Guarantor by virtue hereof, upon the failure of the Borrower or any other Loan Party to pay any Obligation when and as the same shall become due, whether at maturity, by acceleration, after notice of prepayment or otherwise, each Guarantor hereby promises to and will forthwith pay, or cause to be paid, to the Collateral Agent for distribution to the applicable Secured Parties in cash the amount of such unpaid Obligation.  Upon payment by any Guarantor of any sums to the Collateral Agent as provided above, all rights of such Guarantor against the Borrower or any other Loan Party arising as a result thereof by way of right of subrogation, contribution, reimbursement, indemnity or otherwise shall in all respects be subject to Article VI.

SECTION 2.06.  Information.  Each Guarantor assumes all responsibility for being and keeping itself informed of the Borrower’s and each other Loan Party’s financial condition and assets and of all other circumstances bearing upon the risk of

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nonpayment of the Obligations and the nature, scope and extent of the risks that such Guarantor assumes and incurs hereunder and agrees that none of the Collateral Agent or the other Secured Parties will have any duty to advise such Guarantor of information known to it or any of them regarding such circumstances or risks.

ARTICLE III

Pledge of Securities

SECTION 3.01.  Pledge.  As security for the payment or performance, as applicable, in full of the Obligations, each Grantor hereby grants to the Collateral Agent, its successors and assigns, for the ratable benefit of the Secured Parties, a security interest in, all of such Grantor’s right, title and interest in, to and under (a) the shares of capital stock and other Equity Interests of the Borrower and each Subsidiary owned by it and listed on Schedule II and any other Equity Interests of a Subsidiary obtained in the future by such Grantor and the certificates representing all such Equity Interests (the “Pledged Stock”), provided that the Pledged Stock shall not include more than 65% of the outstanding voting Equity Interests of any Foreign Subsidiary; (b)(i) the debt securities listed opposite the name of such Grantor on Schedule II, (ii) any debt securities issued after the Effective Date to such Grantor by Holdings, the Borrower and each Subsidiary and (iii) the promissory notes and any other instruments evidencing such debt securities (the “Pledged Debt Securities”); (c) all other property that may be delivered to and held by the Collateral Agent pursuant to the terms of this Section 3.01; (d) subject to Section 3.06, all payments of principal or interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of, in exchange for or upon the conversion of, and all other Proceeds received in respect of, the securities referred to in clauses (a), (b) and (c) above; (e) subject to Section 3.06, all rights and privileges of such Grantor with respect to the securities and other property referred to in clauses (a), (b), (c) and (d) above; and (f) all Proceeds of any of the foregoing (the items referred to in clauses (a) through (f) above being collectively referred to as the “Pledged Collateral”).

TO HAVE AND TO HOLD the Pledged Collateral, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto the Collateral Agent, its successors and assigns, for the ratable benefit of the Secured Parties, forever, subject, however, to the terms, covenants and conditions hereinafter set forth.

SECTION 3.02.  Delivery of the Pledged Collateral.  (a)  Each Grantor agrees promptly to deliver or cause to be delivered to the Collateral Agent any and all Pledged Securities.

(b)  Each Grantor will cause any Indebtedness for borrowed money owed to such Grantor (i) by any Loan Party to be evidenced by a duly executed promissory note that is pledged and delivered to the Collateral Agent pursuant to the terms hereof and (ii) by any other Person which is (A) in excess of $500,000 and (B) evidenced by a duly executed promissory note to be pledged and delivered to the Collateral Agent pursuant to the terms hereof.

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(c)  Upon delivery to the Collateral Agent, (i) any Pledged Securities shall be accompanied by undated stock powers duly executed in blank or other undated instruments of transfer reasonably satisfactory to the Collateral Agent and by such other instruments and documents as the Collateral Agent may reasonably request and (ii) all other property comprising part of the Pledged Collateral shall be accompanied by proper instruments of assignment duly executed by the applicable Grantor and such other instruments or documents as the Collateral Agent may reasonably request.  Each delivery of Pledged Securities shall be accompanied by a schedule describing such Pledged Securities, which schedule shall be attached hereto as a supplement to Schedule II and made a part hereof, provided that failure to attach any such schedule hereto shall not affect the validity of such pledge of such Pledged Securities.  Each schedule so delivered shall supplement any prior schedules so delivered.

SECTION 3.03.  Representations, Warranties and Covenants.  The Grantors jointly and severally represent, warrant and covenant to and with the Collateral Agent, for the benefit of the Secured Parties, that:

(a) Schedule II correctly sets forth the percentage of the issued and outstanding shares (or units or other comparable measure) of each class of the Equity Interests of the issuer thereof represented by the Pledged Stock and includes all Equity Interests, debt securities and promissory notes required to be pledged hereunder in order to satisfy the Collateral and Guarantee Requirement;

(b) the Pledged Stock and Pledged Debt Securities have been duly and validly authorized and issued by the issuers thereof and (i) in the case of Pledged Stock, are fully paid and nonassessable and (ii) in the case of Pledged Debt Securities, are legal, valid and binding obligations of the issuers thereof;

(c) except for the security interests granted hereunder, each of the Grantors (i) is and, subject to any transfers made in compliance with the Credit Agreement, will continue to be the direct owner, beneficially and of record, of the Pledged Securities indicated on Schedule II as owned by such Grantor, (ii) holds the same free and clear of all Liens, other than Liens created by any Loan Document and Liens permitted by Section 6.02 of the Credit Agreement, (iii) will make no assignment, pledge, hypothecation or transfer of, or create or permit to exist any security interest in or other Lien on, the Pledged Collateral, other than Liens created by any Loan Document, Liens permitted by Section 6.02 of the Credit Agreement and transfers made in compliance with the Credit Agreement, and (iv) will defend its title or interest thereto or therein against any and all Liens (other than Liens created by any Loan Document and Liens permitted by Section 6.02 of the Credit Agreement), however arising, of all Persons whomsoever;

(d) except for restrictions and limitations imposed by (i) the Loan Documents, (ii)  securities laws generally or (iii)  customary provisions in joint venture agreements (other than any such agreement in respect of a Permitted Real Estate Joint Venture) relating to purchase options, rights for first refusal or call or

8

similar rights of a third party that owns Equity Interests in such joint venture, the Pledged Collateral is and will continue to be freely transferable and assignable, and none of the Pledged Collateral is or will be subject to any option, right of first refusal, shareholders agreement, charter or by-law provision or contractual restriction of any nature that might prohibit, impair, delay or otherwise affect the pledge of such Pledged Collateral hereunder, the sale or disposition thereof pursuant hereto or the exercise by the Collateral Agent of rights and remedies hereunder;

(e) each of the Grantors has the power and authority to pledge the Pledged Collateral pledged by it hereunder in the manner hereby done or contemplated;

(f) no consent or approval of any Governmental Authority, any securities exchange or any other Person was or is necessary to the validity of the pledge effected hereby (other than such as have been obtained and are in full force and effect);

(g) by virtue of the execution and delivery by the Grantors of this Agreement, when any Pledged Securities are delivered to the Collateral Agent in accordance with this Agreement, the Collateral Agent will obtain, for the benefit of the Secured Parties, a legal, valid and perfected lien upon and security interest in such Pledged Securities as security for the payment and performance of the Obligations; and

(h) the pledge effected hereby is effective to vest in the Collateral Agent, for the ratable benefit of the Secured Parties, the rights of the Collateral Agent in the Pledged Collateral as set forth in this Agreement.

SECTION 3.04.  Certification of Limited Liability Company and Limited Partnership Interests.  (a)   Each Grantor acknowledges and agrees that (i) each interest in any limited liability company or limited partnership controlled by any Grantor and acquired after the Effective Date and pledged hereunder shall be represented by a certificate, shall be a “security” within the meaning of Article 8 of the New York UCC and shall be governed by Article 8 of the New York UCC and (ii) each such interest shall at all times thereafter be represented only by a certificate.

(b)  Each Grantor further acknowledges and agrees that (i) the interests in any limited liability company or limited partnership controlled by such Grantor and pledged hereunder that are not represented by a certificate are not “securities” within the meaning of Article 8 of the New York UCC and (ii) such Grantor shall at no time elect to treat any such interest as a “security” within the meaning of Article 8 of the New York UCC or  issue any certificate representing such interest, unless such Grantor provides prior written notification to the Collateral Agent of such election and immediately pledges any such certificate to the Collateral Agent pursuant to the terms hereof.

SECTION 3.05.  Registration in Nominee Name; Denominations.  The Collateral Agent, on behalf of the Secured Parties, shall have the right (in its sole and

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absolute discretion) to hold the Pledged Securities in the name of the applicable Grantor, endorsed or assigned in blank or in favor of the Collateral Agent or, upon the occurrence and during the continuance of an Event of Default, in its own name as pledgee or the name of its nominee (as pledgee or as sub-agent).  Each Grantor will promptly give to the Collateral Agent copies of any notices or other communications received by it with respect to Pledged Securities registered in the name of such Grantor.  The Collateral Agent shall at all times upon the occurrence and during the continuance of an Event of Default have the right to exchange the certificates representing Pledged Securities for certificates of smaller or larger denominations for any purpose consistent with this Agreement.

SECTION 3.06.  Voting Rights; Dividends and Interest.  (a)  Unless and until an Event of Default shall have occurred and be continuing and the Collateral Agent shall have notified the Grantors that their rights under this Section 3.06 are being suspended:

(i) Each Grantor shall be entitled to exercise any and all voting and other consensual rights and powers inuring to an owner of Pledged Securities or any part thereof for any purpose consistent with the terms in this Agreement, the Credit Agreement and the other Loan Documents, provided that such rights and powers shall not be exercised in any manner that would reasonably be expected to materially and adversely affect the rights inuring to a holder of any Pledged Securities or the rights and remedies of any of the Collateral Agent or the other Secured Parties under this Agreement or the Credit Agreement or any other Loan Document or the ability of the Secured Parties to exercise the same.

(ii) The Collateral Agent shall execute and deliver to each Grantor, or cause to be executed and delivered to such Grantor, all such proxies, powers of attorney and other instruments as such Grantor may reasonably request for the purpose of enabling such Grantor to exercise the voting and other consensual rights and powers it is entitled to exercise pursuant to subparagraph (i) above.

(iii) Each Grantor shall be entitled to receive and retain any and all dividends, interest, principal and other distributions paid on or distributed in respect of the Pledged Securities to the extent and only to the extent that such dividends, interest, principal and other distributions are permitted by, and otherwise paid or distributed in accordance with, the terms and conditions of the Credit Agreement, the other Loan Documents and applicable laws, provided that any noncash dividends, interest, principal or other distributions that would constitute Pledged Stock or Pledged Debt Securities, whether resulting from a subdivision, combination or reclassification of the outstanding Equity Interests of the issuer of any Pledged Securities or received in exchange for Pledged Securities or any part thereof, or in redemption thereof, or as a result of any merger, consolidation, acquisition or other exchange of assets to which such issuer may be a party or otherwise, shall be and become part of the Pledged Collateral, and, if received by any Grantor, shall not be commingled by such Grantor with any of its other funds or property but shall be held separate and apart

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therefrom, shall be held in trust for the benefit of the Collateral Agent and the other Secured Parties and shall be forthwith delivered to the Collateral Agent in the same form as so received (with any necessary endorsement as described in Section 3.03(c) or otherwise).

(b)  Upon the occurrence and during the continuance of an Event of Default, after the Collateral Agent shall have notified the Grantors of the suspension of their rights under paragraph (a)(iii) of this Section 3.06, all rights of any Grantor to dividends, interest, principal or other distributions that such Grantor is authorized to receive pursuant to paragraph (a)(iii) of this Section 3.06 shall cease, and all such rights shall thereupon become vested in the Collateral Agent, which shall have the sole and exclusive right and authority to receive and retain such dividends, interest, principal or other distributions.  All dividends, interest, principal or other distributions received by any Grantor contrary to the provisions of this Section 3.06 shall be held in trust for the benefit of the Collateral Agent and the other Secured Parties, shall be segregated from other property or funds of such Grantor and shall be forthwith delivered to the Collateral Agent upon demand in the same form as so received (with any necessary endorsement).  Any and all money and other property paid over to or received by the Collateral Agent pursuant to the provisions of this paragraph (b) shall be retained by the Collateral Agent in an account to be established by the Collateral Agent upon receipt of such money or other property and shall be applied in accordance with the provisions of Section 5.02.  After all Events of Default have been cured or waived and the Borrower has delivered to the Collateral Agent a certificate to that effect, the Collateral Agent shall promptly repay to each Grantor (without interest) all dividends, interest, principal or other distributions that such Grantor would otherwise be permitted to retain pursuant to the terms of paragraph (a)(iii) of this Section 3.06 and that remain in such account.

(c)  Upon the occurrence and during the continuance of an Event of Default, after the Collateral Agent shall have notified the Grantors of the suspension of their rights under paragraph (a)(i) of this Section 3.06, all rights of any Grantor to exercise the voting and other consensual rights and powers it is entitled to exercise pursuant to paragraph (a)(i) of this Section 3.06, and the obligations of the Collateral Agent under paragraph (a)(ii) of this Section 3.06, shall cease, and all such rights shall thereupon become vested in the Collateral Agent, which shall have the sole and exclusive right and authority to exercise such voting and other consensual rights and powers, provided that, unless otherwise directed by the Required Lenders, the Collateral Agent shall have the right from time to time following and during the continuance of an Event of Default to permit the Grantors to exercise such rights.  After all Events of Default have been cured or waived, the Grantors shall have the right to exercise the voting and consensual rights and powers that they would otherwise be entitled to exercise pursuant to the terms of paragraph (a)(i) above.

(d)  Any notice given by the Collateral Agent to the Grantors suspending their rights under paragraph (a) of this Section 3.06 (i) may be given by telephone if promptly confirmed in writing, (ii) may be given to one or more of the Grantors at the same or different times and (iii) may suspend the rights of the Grantors under paragraph (a)(i) or paragraph (a)(iii) of this Section 3.06 in part without suspending all such rights

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(as specified by the Collateral Agent in its sole and absolute discretion) and without waiving or otherwise affecting the Collateral Agent’s rights to give additional notices from time to time suspending other rights so long as an Event of Default has occurred and is continuing.

ARTICLE IV

Security Interests in Personal Property

SECTION 4.01.  Security Interest.  (a)  As security for the payment or performance, as applicable, in full of the Obligations, each Grantor hereby grants to the Collateral Agent, its successors and assigns, for the ratable benefit of the Secured Parties, a security interest (the “Security Interest”) in all right, title or interest in or to any and all of the following assets and properties now owned or at any time hereafter acquired by such Grantor or in which such Grantor now has or at any time in the future may acquire any right, title or interest (collectively, the “Article 9 Collateral”):

(i) all Accounts;

(ii) all Chattel Paper;

(iii) all cash and Deposit Accounts;

(iv) all Documents;

(v) all Equipment;

(vi) all General Intangibles;

(vii) all Instruments;

(viii) all Inventory;

(ix) all Investment Property;

(x) all Letter-of-credit rights;

(xi) the commercial tort claims specified on Schedule IV;

(xii) all books and records pertaining to the Article 9 Collateral; and

(xiii) to the extent not otherwise included, all Proceeds and products of any and all of the foregoing and all collateral security, supporting obligations and guarantees given by any Person with respect to any of the foregoing.

Notwithstanding the foregoing, the Article 9 Collateral shall not include (i) any Equipment that is subject to a purchase money lien or capital lease permitted under the Credit Agreement to the extent the documents relating to such purchase money lien or capital lease would not permit such Equipment to be subject to the Security Interests

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created hereby and (ii) any general intangibles or other rights arising under any joint venture agreements (other than the agreements governing any Permitted Real Estate Joint Venture) to the extent that customary provisions in such agreements would give any other party to such agreement the right to terminate its obligations thereunder, provided that the exclusions shall only apply to the extent that such termination right would not be rendered ineffective pursuant to the UCC or any other applicable law.

(b)  Each Grantor hereby irrevocably authorizes the Collateral Agent at any time and from time to time to file in any relevant jurisdiction any initial financing statements (including fixture filings) with respect to the Article 9 Collateral or any part thereof and amendments thereto that (i) indicate the Collateral as “all assets” of such Pledgor or such other description as the Collateral Agent may determine and (ii) contain the information required by Article 9 of the Uniform Commercial Code of each applicable jurisdiction for the filing of any financing statement or amendment, including (A) whether such Grantor is an organization, the type of organization and any organizational identification number issued to such Grantor and (B) in the case of a financing statement filed as a fixture filing or covering Article 9 Collateral constituting minerals or the like to be extracted or timber to be cut, a sufficient description of the real property to which such Article 9 Collateral relates.  Each Grantor agrees to provide such information to the Collateral Agent promptly upon request.

Each Grantor also ratifies its authorization for the Collateral Agent to file in any relevant jurisdiction any initial financing statements (including fixture filings, as applicable) or other appropriate filings, recordings or registrations or amendments thereto if filed prior to the date hereof.

The Collateral Agent is further authorized to file with the United States Patent and Trademark Office or United States Copyright Office (or any successor office or any similar office in any other country) such documents as may be necessary or advisable for the purpose of perfecting, confirming, continuing, enforcing or protecting the Security Interest granted by each Grantor, without the signature of any Grantor, and naming any Grantor or the Grantors as debtors and the Collateral Agent as secured party.

(c)  The Security Interest is granted as security only and shall not subject the Collateral Agent or any other Secured Party to, or in any way alter or modify, any obligation or liability of any Grantor with respect to or arising out of the Article 9 Collateral.

SECTION 4.02.  Representations and Warranties.  The Grantors jointly and severally represent and warrant to the Collateral Agent and the other Secured Parties that:

(a)  Each Grantor has good and valid rights in and title to the Article 9 Collateral and has full power and authority to grant to the Collateral Agent, for the ratable benefit of the Secured Parties, the Security Interest in such Article 9 Collateral pursuant hereto and to execute, deliver and perform its obligations in accordance with the terms in

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this Agreement, without the consent or approval of any other Person other than any consent or approval that has been obtained.

(b)  The Perfection Certificate has been duly prepared, completed and executed and the information set forth therein, including the exact legal name of each Grantor, is correct and complete in all material respects as of the Effective Date.  The Uniform Commercial Code financing statements (including fixture filings, as applicable) or other appropriate filings, recordings or registrations prepared by the Collateral Agent based upon the information provided to the Collateral Agent in the Perfection Certificate for filing in each governmental, municipal or other office specified in Schedule 2 to the Perfection Certificate (or specified by notice from the Borrower to the Collateral Agent after the Effective Date in the case of filings, recordings or registrations required by Section 5.03(a), 5.03(b) or 5.12 of the Credit Agreement), are all the filings, recordings and registrations (other than filings required to be made in the United States Patent and Trademark Office and the United States Copyright Office in order to perfect the Security Interest in Article 9 Collateral consisting of United States Patents, United States registered Trademarks (and Trademarks for which United States registration applications are pending) and United States registered Copyrights) that are necessary to publish notice of and protect the validity of and to establish a legal, valid and perfected security interest in favor of the Collateral Agent, for the ratable benefit of the Secured Parties, in respect of all Article 9 Collateral in which the Security Interest may be perfected by filing, recording or registration in the United States (or any political subdivision thereof) and its territories and possessions, and no further or subsequent filing, refiling, recording, rerecording, registration or reregistration is necessary in any such jurisdiction, except as provided under applicable law with respect to the filing of continuation statements.  Each Grantor represents and warrants that a fully executed agreement in the form hereof and containing a description of all Article 9 Collateral consisting of Intellectual Property with respect to United States Patents and United States registered Trademarks (and Trademarks for which United States registration applications are pending) and United States registered Copyrights have been delivered to the Collateral Agent for recording by the United States Patent and Trademark Office and the United States Copyright Office pursuant to 35 U.S.C. § 261, 15 U.S.C. § 1060 or 17 U.S.C. § 205 and the regulations thereunder, as applicable, and otherwise as may be required pursuant to the laws of any other necessary jurisdiction, to protect the validity of and to establish a legal, valid and perfected security interest in favor of the Collateral Agent, for the ratable benefit of the Secured Parties, in respect of all Article 9 Collateral consisting of United States Patents, United States registered Trademarks (and Trademarks for which United States registration applications are pending) and United States registered Copyrights in which a security interest may be perfected by filing, recording or registration in the United States (or any political subdivision thereof) and its territories and possessions, and no further or subsequent filing, refiling, recording, rerecording, registration or reregistration is necessary (other than such actions as are necessary to perfect the Security Interest with respect to any Article 9 Collateral consisting of United States Patents, United States registered Trademarks (and Trademarks for which United States registration applications are pending) and United States registered Copyrights acquired or developed after the date hereof).

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(c)  The Security Interest constitutes (i) a legal and valid security interest in all the Article 9 Collateral securing the payment and performance of the Obligations, (ii) subject to the filings described in Section 4.02(b), a perfected security interest in all Article 9 Collateral in which a security interest may be perfected by filing, recording or registering a financing statement or analogous document in the United States (or any political subdivision thereof) and its territories and possessions pursuant to the Uniform Commercial Code or other applicable law in such jurisdictions and (iii) a security interest that shall be perfected in all Article 9 Collateral in which a security interest may be perfected upon the receipt and recording of this Agreement with the United States Patent and Trademark Office and the United States Copyright Office, as applicable, within the three-month period (commencing as of the date hereof) pursuant to 35 U.S.C. § 261 or 15 U.S.C. § 1060 or the one month period (commencing as of the date hereof) pursuant to 17 U.S.C. § 205 and otherwise as may be required pursuant to the laws of any other necessary jurisdiction.  The Security Interest is and shall be prior to any other Lien on any of the Article 9 Collateral, other than Permitted Encumbrances and Liens that are permitted by the Credit Agreement and that have priority as a matter of applicable law.

(d)  The Article 9 Collateral is owned by the Grantors free and clear of any Lien, except for Liens permitted under Section 6.02 of the Credit Agreement.  None of the Grantors has filed or consented to the filing of (i) any financing statement or analogous document under the Uniform Commercial Code or any other applicable laws covering any Article 9 Collateral, (ii) any assignment in which any Grantor assigns any Collateral or any security agreement or similar instrument covering any Article 9 Collateral with the United States Patent and Trademark Office or the United States Copyright Office or (iii) any assignment in which any Grantor assigns any Article 9 Collateral or any security agreement or similar instrument covering any Article 9 Collateral with any foreign governmental, municipal or other office, which financing statement or analogous document, assignment, security agreement or similar instrument is still in effect, except, in each case, for Liens permitted under Section 6.02 of the Credit Agreement.

SECTION 4.03.  Covenants.  (a)  Each Grantor agrees promptly to notify the Collateral Agent in writing of any change (i) in its corporate name, (ii) in the location of its chief executive office or its principal place of business, (iii) in its identity or type of organization or corporate structure, (iv) in its Federal Taxpayer Identification Number or organizational identification number or (v) in its jurisdiction of organization.  Each Grantor agrees to promptly provide the Collateral Agent with certified organizational documents reflecting any of the changes described in the first sentence of this Section 4.03(a).  Each Grantor agrees not to effect or permit any change referred to in the second preceding sentence unless all filings have been made under the Uniform Commercial Code or otherwise that are required in order for the Collateral Agent to continue at all times following such change to have a valid, legal and perfected first priority security interest (subject to Liens permitted under Section 6.02 of the Credit Agreement) in the Article 9 Collateral.  Each Grantor agrees promptly to notify the Collateral Agent if any portion of the Article 9 Collateral material to a Grantor’s business owned or held by such Grantor is damaged or destroyed.

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(b)  Each Grantor agrees to maintain, at its own cost and expense, such complete and accurate records with respect to the Article 9 Collateral owned by it as is consistent with its current practices and in accordance with such standard practices used in industries that are the same as or similar to those in which such Grantor is engaged, but in any event to include complete accounting records indicating all payments and proceeds received with respect to any part of the Article 9 Collateral, and, at such time or times as the Collateral Agent may reasonably request, promptly to prepare and deliver to the Collateral Agent a duly certified schedule or schedules in form and detail reasonably satisfactory to the Collateral Agent showing the identity, amount and location of any and all Article 9 Collateral.

(c)  Each year, at the time of delivery of annual financial statements with respect to the preceding fiscal year pursuant to Section 5.01(a) of the Credit Agreement, the Borrower shall deliver to the Collateral Agent a certificate executed by a Financial Officer of the Borrower setting forth the information required pursuant to the Perfection Certificate or confirming that there has been no change in such information since the date of the Perfection Certificate delivered on the Effective Date or the date of the most recent certificate delivered pursuant to this Section 4.03(c).  Each certificate delivered pursuant to this Section 4.03(c) shall identify in the format of Schedule III all Intellectual Property of any Grantor in existence on the date thereof and not then listed on such Schedules or previously so identified to the Collateral Agent.

(d)  Each Grantor shall, at its own expense, take any and all actions necessary to defend title to the Article 9 Collateral (other than Article 9 Collateral that is deemed by the board of directors of such Grantor to be immaterial to the conduct of its business) against all Persons and to defend the Security Interest of the Collateral Agent in the Article 9 Collateral and the priority thereof against any Lien not expressly permitted pursuant to Section 6.02 of the Credit Agreement.  Nothing in this Agreement shall prevent any Grantor from discontinuing the operation or maintenance of any of its assets or properties if such discontinuance is (x) in the judgment of its board of directors, desirable in the conduct of its business and (y) permitted by the Credit Agreement.

(e)  Each Grantor agrees, at its own expense, to execute, acknowledge, deliver and cause to be duly filed all such further instruments and documents and take all such actions as the Collateral Agent may from time to time reasonably request to better assure, preserve, protect and perfect the Security Interest and the rights and remedies created hereby, including the payment of any fees and taxes required in connection with the execution and delivery of this Agreement, the granting of the Security Interest and the filing of any financing statements (including fixture filings) or other documents (including execution of agreements in the form of Exhibits IV, V and VI and filing such agreements with the United States Patent and Trademark Office or United States Copyright Office, as applicable) in connection herewith or therewith.  If any amount payable to any Grantor under or in connection with any of the Article 9 Collateral shall be or become evidenced by any promissory note or other instrument in excess of $500,000, such note or instrument shall be immediately pledged and delivered to the Collateral Agent, duly endorsed in a manner satisfactory to the Collateral Agent.

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(f)  The Collateral Agent and such Persons as the Collateral Agent may reasonably designate shall have the right, at the Grantors’ own cost and expense, to inspect the Article 9 Collateral, all records related thereto (and to make extracts and copies from such records) and the premises upon which any of the Article 9 Collateral is located, to discuss the Grantors’ affairs with the officers of the Grantors and their independent accountants and to verify under reasonable procedures, in accordance with Section 5.09 of the Credit Agreement, the validity, amount, quality, quantity, value, condition and status of, or any other matter relating to, the Article 9 Collateral, including, (upon the occurrence and during the continuance of a Default or with the consent of the applicable Grantor (not to be unreasonably withheld)) in the case of Accounts or other Article 9 Collateral in the possession of any third person, by contacting Account Debtors or the third person possessing such Article 9 Collateral for the purpose of making such a verification.  Subject to Section 9.12 of the Credit Agreement, the Collateral Agent shall have the absolute right to share any information it gains from such inspection or verification with any Secured Party.

(g)  At its option, the Collateral Agent may discharge past due Taxes, assessments, charges, fees or Liens at any time levied or placed on the Article 9 Collateral and not permitted pursuant to Section 6.02 of the Credit Agreement, and may pay for the maintenance and preservation of the Article 9 Collateral to the extent any Grantor fails to do so as required by the Credit Agreement or this Agreement, and each Grantor jointly and severally agrees to reimburse the Collateral Agent on demand for any payment made or any expense incurred by the Collateral Agent pursuant to the foregoing authorization, provided that nothing in this paragraph shall be interpreted as excusing any Grantor from the performance of, or imposing any obligation on the Collateral Agent or any Secured Party to cure or perform, any covenants or other promises of any Grantor with respect to Taxes, assessments, charges, fees, Liens and maintenance as set forth in this Agreement or in the other Loan Documents.

(h)  If at any time any Grantor shall take a security interest in any property of an Account Debtor or any other Person with a value in excess of $500,000 to secure payment and performance of an Account, such Grantor shall promptly assign such security interest to the Collateral Agent.  Such assignment need not be filed of public record unless necessary to continue the perfected status of the security interest against creditors of and transferees from the Account Debtor or other Person granting the security interest.

(i)  Each Grantor shall remain liable to observe and perform all the conditions and material obligations to be observed and performed by it under each contract, agreement or instrument relating to the Article 9 Collateral, all in accordance with the terms and conditions thereof, and each Grantor jointly and severally agrees to indemnify and hold harmless the Collateral Agent and the other Secured Parties from and against any and all liability for such performance.

(j)  None of the Grantors shall make or permit to be made an assignment, pledge or hypothecation of the Article 9 Collateral or shall grant any other Lien in respect of the Article 9 Collateral, except as permitted by the Credit Agreement.  Subject to the

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immediately following sentence, none of the Grantors shall make or permit to be made any transfer of the Article 9 Collateral and each Grantor shall remain at all times in possession of the Article 9 Collateral owned by it, except as permitted by Sections 6.02 and 6.05 of the Credit Agreement.  Without limiting the generality of the foregoing, each Grantor agrees that it shall not permit any Inventory to be in the possession or control of any warehouseman, agent, bailee, or processor at any time unless (x) the aggregate fair value of the Inventory in the possession of or subject to the control of such Person is less than $500,000 or (y) such Person shall have been notified of the Security Interest and shall have acknowledged in writing, in form and substance reasonably satisfactory to the Collateral Agent, that such warehouseman, agent, bailee or processor holds the Inventory for the benefit of the Collateral Agent subject to the Security Interest and shall act upon the instructions of the Collateral Agent without further consent from the Grantor, and that such warehouseman, agent, bailee or processor further agrees to waive and release any Lien held by it with respect to such Inventory, whether arising by operation of law or otherwise.

(k)  None of the Grantors will, without the Collateral Agent’s prior written consent, grant any extension of the time of payment of any Accounts included in the Article 9 Collateral, compromise, compound or settle the same for less than the full amount thereof, release, wholly or partly, any Person liable for the payment thereof or allow any credit or discount whatsoever thereon, other than compromises, compoundings, settlements and collections made in the ordinary course of business or in accordance with the reasonable business judgment of such Grantor.

(l)  The Grantors, at their own expense, shall maintain or cause to be maintained insurance covering physical loss or damage to the Inventory and Equipment in accordance with the requirements set forth in Section 5.07 of the Credit Agreement.  Each Grantor irrevocably makes, constitutes and appoints the Collateral Agent (and all officers, employees or agents designated by the Collateral Agent) as such Grantor’s true and lawful agent (and attorney-in-fact) for the purpose, upon the occurrence and during the continuance of an Event of Default, of making, settling and adjusting claims in respect of Article 9 Collateral under policies of insurance, endorsing the name of such Grantor on any check, draft, instrument or other item of payment for the proceeds of such policies of insurance and for making all determinations and decisions with respect thereto.  In the event that any Grantor at any time or times shall fail to obtain or maintain any of the policies of insurance required under the Credit Agreement or to pay any premium in whole or part relating thereto, the Collateral Agent may, without waiving or releasing any obligation or liability of the Grantors hereunder or any Event of Default, in its sole reasonable discretion, obtain and maintain such policies of insurance and pay such premium and take any other actions with respect thereto as the Collateral Agent deems advisable.  All sums disbursed by the Collateral Agent in connection with this paragraph, including reasonable attorneys’ fees, court costs, out-of-pocket expenses and other charges relating thereto, shall be payable, upon demand, by the Grantors to the Collateral Agent and shall be additional Obligations secured hereby.

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(m)  Each Grantor shall maintain, in form and manner reasonably satisfactory to the Collateral Agent, records of its Chattel Paper and its books, records and documents evidencing or pertaining thereto.

SECTION 4.04.  Other Actions.  In order to insure the attachment, perfection and priority of, and the ability of the Collateral Agent to enforce, the Security Interest, each Grantor agrees, in each case at such Grantor’s own expense, to take the following actions with respect to the following Article 9 Collateral:

(a) Instruments.  If any Grantor shall at any time hold or acquire any Instruments with a value in excess of $500,000, such Grantor shall forthwith endorse, assign and deliver the same to the Collateral Agent, accompanied by such undated instruments of transfer or assignment duly executed in blank as the Collateral Agent may from time to time reasonably request.

(b) Electronic Chattel Paper and Transferable Records.  If any Grantor at any time holds or acquires an interest in any electronic chattel paper or any “transferable record,” as that term is defined in Section 201 of the Federal Electronic Signatures in Global and National Commerce Act, or in Section 16 of the Uniform Electronic Transactions Act as in effect in any relevant jurisdiction, such Grantor shall promptly notify the Collateral Agent thereof and, at the request of the Collateral Agent, shall take such action as the Collateral Agent may reasonably request to vest in the Collateral Agent control under New York UCC Section 9-105 of such electronic chattel paper or control under Section 201 of the Federal Electronic Signatures in Global and National Commerce Act or, as applicable, Section 16 of the Uniform Electronic Transactions Act, as in effect in such jurisdiction, of such transferable record.  The Collateral Agent agrees with such Grantor that the Collateral Agent will arrange, pursuant to procedures reasonably satisfactory to the Collateral Agent and so long as such procedures will not result in the Collateral Agent’s loss of control, for the Grantor to make alterations to the electronic chattel paper or transferable record permitted under UCC Section 9-105 or, as applicable, Section 201 of the Federal Electronic Signatures in Global and National Commerce Act or Section 16 of the Uniform Electronic Transactions Act for a party in control to allow without loss of control, unless an Event of Default has occurred and is continuing or would occur after taking into account any action by such Grantor with respect to such electronic chattel paper or transferable record.

(c) Letter-of-Credit Rights.  If any Grantor is at any time a beneficiary under a letter of credit now or hereafter issued in favor of such Grantor in an amount in excess of $500,000, such Grantor shall promptly notify the Collateral Agent thereof and, at the request and option of the Collateral Agent, such Grantor shall, pursuant to an agreement in form and substance reasonably satisfactory to the Collateral Agent, either (i) arrange for the issuer and any confirmer of such letter of credit to consent to an assignment to the Collateral Agent of the proceeds of any drawing under such letter of credit or (ii) arrange for the Collateral Agent to become the transferee beneficiary of such letter of credit, with the Collateral

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Agent agreeing, in each case, that the proceeds of any drawing under such letter of credit are to be paid to the applicable Grantor unless an Event of Default has occurred or is continuing.

(d) Commercial Tort Claims.  If any Grantor shall at any time hold or acquire a commercial tort claim in an amount reasonably estimated to exceed $2,500,000, the Grantor shall promptly notify the Collateral Agent thereof in a writing signed by such Grantor including a summary description of such claim and grant to the Collateral Agent, for the ratable benefit of the Secured Parties, in such writing a security interest therein and in the proceeds thereof, all upon the terms of this Agreement, with such writing to be in form and substance reasonably satisfactory to the Collateral Agent.

SECTION 4.05.  Covenants Regarding Patent, Trademark and Copyright Collateral.  (a)  Each Grantor agrees that it will not do any act or omit to do any act (and will exercise commercially reasonable efforts to prevent its licensees from doing any act or omitting to do any act) whereby any Patent that is material to the conduct of such Grantor’s business would become invalidated or dedicated to the public, and agrees that it shall continue to mark any products covered by a Patent with the relevant patent number as necessary and sufficient in its reasonable judgment to establish and preserve its material rights under applicable patent laws.

(b)  Each Grantor (either itself or through its licensees or its sublicensees) will, for each Trademark material to the conduct of such Grantor’s business, (i) maintain such Trademark in full force free from any claim of abandonment or invalidity for non-use, (ii) use commercially reasonable efforts to maintain the quality of products and services offered under such Trademark, (iii) display such Trademark with notice of Federal or foreign registration (or, if such Trademark is unregistered, display such Trademark with notice as required for unregistered Trademarks) to the extent necessary and sufficient to establish and preserve its maximum rights under applicable law and (iv) not knowingly use or knowingly permit the use of such Trademark in any violation of any third party rights.

(c)  Each Grantor (either itself or through its licensees or sublicensees) will, for each work covered by a Copyright material to the conduct of such Grantor’s business, continue to publish, reproduce, display, adopt and distribute the work with appropriate copyright notice as necessary and sufficient in its reasonable judgment to establish and preserve its material rights under applicable copyright laws.

(d)  Each Grantor shall notify the Collateral Agent promptly if it knows that any Patent, Trademark or Copyright material to the conduct of its business could reasonably be expected to become abandoned, lost or dedicated to the public, or of any materially adverse determination or development (including the institution of, or any such determination or development in, any proceeding in the United States Patent and Trademark Office, United States Copyright Office or any court or similar office of any country) regarding such Grantor’s ownership of any Patent, Trademark or Copyright, its right to register the same, or its right to keep and maintain the same.

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(e)  In no event shall any Grantor, either itself or through any agent, employee, licensee or designee, file an application with respect to any Patent, Trademark or Copyright with the United States Patent and Trademark Office, United States Copyright Office or any office or agency in any political subdivision of the United States or in any other country or any political subdivision thereof, unless it promptly informs the Collateral Agent and, upon request of the Collateral Agent, executes and delivers any and all agreements, instruments, documents and papers as the Collateral Agent may reasonably request to evidence the Collateral Agent’s security interest in such Patent, Trademark or Copyright, and each Grantor hereby appoints the Collateral Agent as its attorney-in-fact to execute and file such writings as are reasonably necessary for the foregoing purposes, all acts of such attorney being hereby ratified and confirmed; such power, being coupled with an interest, is irrevocable.

(f)  Each Grantor will take all reasonably necessary steps that are consistent with the practice in any proceeding before the United States Patent and Trademark Office, United States Copyright Office or any office or agency in any political subdivision of the United States or in any other country or any political subdivision thereof, to maintain and pursue each registration or application that is material to the conduct of such Grantor’s business relating to the Patents, Trademarks and/or Copyrights (and to obtain the relevant grant or registration) and to maintain each issued Patent and each registration of the Trademarks and Copyrights that is material to the conduct of any Grantor’s business, including timely filings of applications for renewal, affidavits of use, affidavits of incontestability and payment of maintenance fees, and, if consistent with good business judgment, to initiate opposition, interference and cancellation proceedings against third parties.

(g)  In the event that any Grantor knows that any Article 9 Collateral consisting of a Patent, Trademark or Copyright material to the conduct of any Grantor’s business has been or is about to be infringed, misappropriated or diluted by a third party, such Grantor promptly shall notify the Collateral Agent and shall, if consistent with good business judgment, promptly sue for infringement, misappropriation or dilution and to recover any and all damages for such infringement, misappropriation or dilution (and take any actions required by applicable law prior to instituting such suit), and take such other actions as are appropriate under the circumstances to protect such Article 9 Collateral.  Nothing in this Agreement shall prevent any Grantor from discontinuing the use or maintenance of any Article 9 Collateral consisting of a Patent, Trademark or Copyright, or require any Grantor to pursue any claim of infringement, misappropriation or dilution, if (x) such Grantor so determines in its good business judgment and (y) it is not prohibited by the Credit Agreement.

(h)  Upon and during the continuance of an Event of Default, each Grantor shall, at the request of the Collateral Agent, use its commercially reasonable efforts to obtain all requisite consents or approvals by the licensor of each Copyright License, Patent License or Trademark License to effect the assignment of all such Grantor’s right, title and interest thereunder to the Collateral Agent or its designee.

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SECTION 4.06.  Cash Management System.  (a)  The Concentration Accounts are subject to the terms of a deposit account control agreement substantially in the form of Exhibit III hereto or such other form reasonably satisfactory to the Collateral Agent.

(b)  Without the prior written consent of the Collateral Agent, the Grantors shall not change their system of deposit accounts and lockbox accounts or change their cash management systems, in each case in a manner materially adverse to the Secured Parties.

ARTICLE V

Remedies

SECTION 5.01.  Remedies Upon Default.  Upon the occurrence and during the continuance of an Event of Default, each Grantor agrees to deliver each item of Collateral to the Collateral Agent on demand, and it is agreed that the Collateral Agent shall have the right to take any of or all the following actions at the same or different times:  (a) with respect to any Article 9 Collateral consisting of Intellectual Property, on demand, to cause the Security Interest to become an assignment, transfer and conveyance of any of or all such Article 9 Collateral by the applicable Grantors to the Collateral Agent, for the ratable benefit of the Secured Parties, or to license or sublicense, whether general, special or otherwise, and whether on an exclusive or nonexclusive basis, any such Article 9 Collateral throughout the world on such terms and conditions and in such manner as the Collateral Agent shall determine (other than in violation of any then-existing licensing arrangements to the extent that waivers cannot be obtained), and (b) with or without legal process and with or without prior notice or demand for performance, to take possession of the Article 9 Collateral and without liability for trespass to enter any premises where the Article 9 Collateral may be located for the purpose of taking possession of or removing the Article 9 Collateral and, generally, to exercise any and all rights afforded to a secured party under the Uniform Commercial Code or other applicable law.  Without limiting the generality of the foregoing, each Grantor agrees that the Collateral Agent shall have the right, subject to the mandatory requirements of applicable law, to sell or otherwise dispose of all or any part of the Collateral at a public or private sale or at any broker’s board or on any securities exchange, for cash, upon credit or for future delivery as the Collateral Agent shall deem appropriate.  Each such purchaser at any sale of Collateral shall hold the property sold absolutely, free from any claim or right on the part of any Grantor, and each Grantor hereby waives (to the extent permitted by law) all rights of redemption, stay and appraisal that such Grantor now has or may at any time in the future have under any rule of law or statute now existing or hereafter enacted.

The Collateral Agent shall give the applicable Grantors 10 days’ written notice (which each Grantor agrees is reasonable notice within the meaning of Section 9-611 of the New York UCC or its equivalent in other jurisdictions) of the Collateral Agent’s intention to make any sale of Collateral.  Such notice, in the case of a public sale, shall state the time and place for such sale and, in the case of a sale at a

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broker’s board or on a securities exchange, shall state the board or exchange at which such sale is to be made and the day on which the Collateral, or portion thereof, will first be offered for sale at such board or exchange.  Any such public sale shall be held at such time or times within ordinary business hours and at such place or places as the Collateral Agent may fix and state in the notice (if any) of such sale.  At any such sale, the Collateral, or portion thereof, to be sold may be sold in one lot as an entirety or in separate parcels, as the Collateral Agent may determine in its sole and absolute discretion.  The Collateral Agent shall not be obligated to make any sale of any Collateral if it shall determine not to do so, regardless of the fact that notice of sale of such Collateral shall have been given.  The Collateral Agent may, without notice or publication, adjourn any public or private sale or cause the same to be adjourned from time to time by announcement at the time and place fixed for sale, and such sale may, without further notice, be made at the time and place to which the same was so adjourned.  In case any sale of all or any part of the Collateral is made on credit or for future delivery, the Collateral so sold may be retained by the Collateral Agent until the sale price is paid by the purchaser or purchasers thereof, but the Collateral Agent and the other Secured Parties shall not incur any liability in case any such purchaser or purchasers shall fail to take up and pay for the Collateral so sold and, in case of any such failure, such Collateral may be sold again upon like notice.  At any public (or, to the extent permitted by law, private) sale made pursuant to this Agreement, any Secured Party may bid for or purchase, free (to the extent permitted by law) from any right of redemption, stay, valuation or appraisal on the part of any Grantor (all said rights being also hereby waived and released to the extent permitted by law), the Collateral or any part thereof offered for sale and may make payment on account thereof by using any claim then due and payable to such Secured Party from any Grantor as a credit against the purchase price, and such Secured Party may, upon compliance with the terms of sale, hold, retain and dispose of such property without further accountability to any Grantor therefor.  For purposes hereof, a written agreement to purchase the Collateral or any portion thereof shall be treated as a sale thereof; the Collateral Agent shall be free to carry out such sale pursuant to such agreement and no Grantor shall be entitled to the return of the Collateral or any portion thereof subject thereto, notwithstanding the fact that after the Collateral Agent shall have entered into such an agreement, all Events of Default shall have been remedied and the Obligations paid in full.  As an alternative to exercising the power of sale herein conferred upon it, the Collateral Agent may proceed by a suit or suits at law or in equity to foreclose this Agreement and to sell the Collateral or any portion thereof pursuant to a judgment or decree of a court or courts having competent jurisdiction or pursuant to a proceeding by a court-appointed receiver.  Any sale pursuant to the provisions of this Section 5.01 shall be deemed to conform to the commercially reasonable standards as provided in Section 9-610(b) of the New York UCC or its equivalent in other jurisdictions.

SECTION 5.02.  Application of Proceeds.  The Collateral Agent shall apply the proceeds of any collection or sale of Collateral pursuant to this Article V, including any Collateral consisting of cash, as follows:

FIRST, to the payment of all costs and expenses incurred by the Collateral Agent and the Administrative Agent in connection with such collection or sale or

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otherwise in connection with this Agreement, any other Loan Document or any of the Obligations, including all court costs and the fees and expenses of its agents and legal counsel, the repayment of all advances made by the Collateral Agent hereunder or under any other Loan Document on behalf of any Grantor and any other costs or expenses incurred in connection with the exercise of any right or remedy hereunder or under any other Loan Document;

SECOND, to the payment in full of the Obligations (the amounts so applied to be distributed among the Secured Parties pro rata in accordance with the amounts of the Obligations owed to them on the date of any such distribution); and

THIRD, to the Grantors, their successors or assigns, or as a court of competent jurisdiction may otherwise direct.

The Collateral Agent shall have sole and absolute discretion as to the time of application of any such proceeds, moneys or balances in accordance with this Agreement.  Upon any sale of Collateral by the Collateral Agent (including pursuant to a power of sale granted by statute or under a judicial proceeding), the receipt of the Collateral Agent or of the officer making the sale shall be a sufficient discharge to the purchaser or purchasers of the Collateral so sold and such purchaser or purchasers shall not be obligated to see to the application of any part of the purchase money paid over to the Collateral Agent or such officer or be answerable in any way for the misapplication thereof.

SECTION 5.03.  Grant of License to Use Intellectual Property.  For the purpose of enabling the Collateral Agent to exercise rights and remedies under this Agreement at such time as the Collateral Agent shall be lawfully entitled to exercise such rights and remedies, each Grantor hereby grants to the Collateral Agent an irrevocable, nonexclusive license (exercisable without payment of royalty or other compensation to the Grantors) to use, license or sublicense any of the Article 9 Collateral consisting of Intellectual Property now owned or hereafter acquired by such Grantor, and wherever the same may be located, and including in such license reasonable access to all media in which any of the licensed items may be recorded or stored and to all computer software and programs used for the compilation or printout thereof.  The use of such license by the Collateral Agent shall be exercised, at the option of the Collateral Agent, only upon the occurrence and during the continuance of an Event of Default, provided that any license, sublicense or other transaction entered into by the Collateral Agent in accordance herewith shall be binding upon the Grantors notwithstanding any subsequent cure of an Event of Default.

SECTION 5.04.  Securities Act.  In view of the position of the Grantors in relation to the Pledged Collateral, or because of other current or future circumstances, a question may arise under the Securities Act of 1933, as now or hereafter in effect, or any similar statute hereafter enacted analogous in purpose or effect (such Act and any such similar statute as from time to time in effect being called the “Federal Securities Laws”) with respect to any disposition of the Pledged Collateral permitted hereunder.  Each Grantor understands that compliance with the Federal Securities Laws might very strictly

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limit the course of conduct of the Collateral Agent if the Collateral Agent were to attempt to dispose of all or any part of the Pledged Collateral, and might also limit the extent to which or the manner in which any subsequent transferee of any Pledged Collateral could dispose of the same.  Similarly, there may be other legal restrictions or limitations affecting the Collateral Agent in any attempt to dispose of all or part of the Pledged Collateral under applicable Blue Sky or other state securities laws or similar laws analogous in purpose or effect.  Each Grantor recognizes that in light of such restrictions and limitations the Collateral Agent may, with respect to any sale of the Pledged Collateral, limit the purchasers to those who will agree, among other things, to acquire such Pledged Collateral for their own account, for investment, and not with a view to the distribution or resale thereof.  Each Grantor acknowledges and agrees that in light of such restrictions and limitations, the Collateral Agent, in its sole and absolute discretion (a) may proceed to make such a sale whether or not a registration statement for the purpose of registering such Pledged Collateral or part thereof shall have been filed under the Federal Securities Laws and (b) may approach and negotiate with a single potential purchaser to effect such sale.  Each Grantor acknowledges and agrees that any such sale might result in prices and other terms less favorable to the seller than if such sale were a public sale without such restrictions.  In the event of any such sale, the Collateral Agent shall incur no responsibility or liability for selling all or any part of the Pledged Collateral at a price that the Collateral Agent, in its sole and absolute discretion, may in good faith deem reasonable under the circumstances, notwithstanding the possibility that a substantially higher price might have been realized if the sale were deferred until after registration as aforesaid or if more than a single purchaser were approached.  The provisions of this Section 5.04 will apply notwithstanding the existence of a public or private market upon which the quotations or sales prices may exceed substantially the price at which the Collateral Agent sells.

ARTICLE VI

Indemnity, Subrogation and Subordination

SECTION 6.01.  Indemnity and Subrogation.  In addition to all such rights of indemnity and subrogation as the Guarantors may have under applicable law (but subject to Section 6.03), the Borrower agrees that (a) in the event a payment of any Obligation shall be made by any Guarantor under this Agreement, the Borrower shall indemnify such Guarantor for the full amount of such payment and such Guarantor shall be subrogated to the rights of the Person to whom such payment shall have been made to the extent of such payment and (b) in the event any assets of any Grantor shall be sold pursuant to this Agreement or any other Security Document to satisfy in whole or in part any Obligation owed to any Secured Party, the Borrower shall indemnify such Grantor in an amount equal to the fair value of the assets so sold.

SECTION 6.02.  Contribution and Subrogation.  Each Guarantor and Grantor (a “Contributing Party”) agrees (subject to Section 6.03) that, in the event a payment shall be made by any other Guarantor hereunder in respect of any Obligation or assets of any other Grantor shall be sold pursuant to any Security Document to satisfy any Obligation owed to any Secured Party and such other Guarantor or Grantor (the

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“Claiming Party”) shall not have been fully indemnified by the Borrower as provided in Section 6.01, the Contributing Party shall indemnify the Claiming Party in an amount equal to the amount of such payment or the greater of the book value or the fair value of such assets, as applicable, in each case multiplied by a fraction of which the numerator shall be the net worth of the Contributing Party on the date hereof and the denominator shall be the aggregate net worth of all the Guarantors and Grantors on the date hereof (or, in the case of any Guarantor or Grantor becoming a party hereto pursuant to Section 7.14, the date of the supplement hereto executed and delivered by such Guarantor or Grantor).  Any Contributing Party making any payment to a Claiming Party pursuant to this Section 6.02 shall be subrogated to the rights of such Claiming Party under Section 6.01 to the extent of such payment.

SECTION 6.03.  Subordination.  (a)  Notwithstanding any provision in this Agreement to the contrary, all rights of the Guarantors and Grantors under Sections 6.01 and 6.02 and all other rights of indemnity, contribution or subrogation under applicable law or otherwise shall be fully subordinated to the indefeasible payment in full in cash of the Obligations.  No failure on the part of the Borrower or any Guarantor or Grantor to make the payments required by Sections 6.01 and 6.02 (or any other payments required under applicable law or otherwise) shall in any respect limit the obligations and liabilities of any Guarantor or Grantor with respect to its Obligations hereunder, and each Guarantor and Grantor shall remain liable for the full amount of the Obligations of such Guarantor or Grantor hereunder.

(b)  Each Guarantor and Grantor hereby agrees that all Indebtedness and other monetary obligations owed by it to any other Guarantor, Grantor or any other Subsidiary shall be fully subordinated to the indefeasible payment in full in cash of the Obligations.

ARTICLE VII

Miscellaneous

SECTION 7.01.  Notices.  All communications and notices hereunder shall (except as otherwise expressly permitted in this Agreement) be in writing and given as provided in Section 9.01 of the Credit Agreement, provided that any communication or notice hereunder from the Collateral Agent to any Loan Party upon the occurrence and during the continuance of an Event of Default may be given by telephone if promptly confirmed in writing.  All communications and notices hereunder to any Subsidiary Loan Party shall be given to it in care of the Borrower as provided in Section 9.01 of the Credit Agreement.

SECTION 7.02.  Waivers; Amendment.  (a)  No failure or delay by any Secured Party in exercising any right or power hereunder or under any other Loan Document shall operate as a waiver thereof, nor shall any single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such a right or power, preclude any other or further exercise thereof or the exercise of any other right or power.  The rights and remedies of the Secured Parties hereunder and under the

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other Loan Documents are cumulative and are not exclusive of any rights or remedies that they would otherwise have.  No waiver of any provision in this Agreement or consent to any departure by any Loan Party therefrom shall in any event be effective unless the same shall be permitted by paragraph (b) of this Section 7.02, and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given.  Without limiting the generality of the foregoing, the making of a Loan or issuance of a Letter of Credit shall not be construed as a waiver of any Default, regardless of whether any Secured Party may have had notice or knowledge of such Default at the time.  No notice or demand on any Loan Party in any case shall entitle any Loan Party to any other or further notice or demand in similar or other circumstances.

(b)  Neither this Agreement nor any provision hereof may be waived, amended or modified except pursuant to an agreement or agreements in writing entered into by the Collateral Agent and the Loan Party or Loan Parties with respect to which such waiver, amendment or modification is to apply, subject to any consent required in accordance with Section 9.02 of the Credit Agreement.

SECTION 7.03.  Collateral Agent’s Fees and Expenses; Indemnification.  (a)  The parties hereto agree that the Collateral Agent shall be entitled to reimbursement of its reasonable out-of-pocket expenses incurred hereunder as provided in Section 9.03 of the Credit Agreement.

(b)  Without limitation of its indemnification obligations under the other Loan Documents, each Grantor and each Guarantor jointly and severally agrees to indemnify the Collateral Agent and the other Indemnitees (as defined in Section 9.03 of the Credit Agreement) against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related out-of-pocket expenses, including the fees, charges and disbursements of any counsel for any Indemnitee, incurred by or asserted against any Indemnitee arising out of, in connection with, or as a result of, the execution, delivery or performance of this Agreement or any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing agreements or instruments contemplated hereby, or to the Collateral, whether or not any Indemnitee is a party thereto, provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related out-of-pocket expenses are determined by a court of competent jurisdiction to have resulted from the gross negligence or wilful misconduct of such Indemnitee or any of its Related Parties.

(c)  Any such amounts payable as provided hereunder shall be additional Obligations secured hereby and by the other Security Documents.  The provisions of this Section 7.03 shall remain operative and in full force and effect regardless of the termination of this Agreement or any other Loan Document, the consummation of the transactions contemplated hereby, the repayment of any of the Obligations, the invalidity or unenforceability of any term or provision of this Agreement or any other Loan Document, or any investigation made by or on behalf of the Collateral Agent or any other Secured Party.  All amounts due under this Section 7.03 shall be payable on written demand therefor.

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SECTION 7.04.  Successors and Assigns.  Whenever in this Agreement any of the parties hereto is referred to, such reference shall be deemed to include the permitted successors and assigns of such party; and all covenants, promises and agreements by or on behalf of any Guarantor, Grantor or the Collateral Agent that are contained in this Agreement shall bind and inure to the benefit of their respective successors and assigns and shall inure to the benefit of the other Secured Parties and their respective successors and assigns.

SECTION 7.05.  Survival of Agreement.  All covenants, agreements, representations and warranties made by the Loan Parties in the Loan Documents and in the certificates or other instruments prepared or delivered in connection with or pursuant to this Agreement or any other Loan Document shall be considered to have been relied upon by the Lenders and shall survive the execution and delivery of the Loan Documents and the making of any Loans and issuance of any Letters of Credit, regardless of any investigation made by any Lender or on its behalf and notwithstanding that the Administrative Agent, the Collateral Agent, the Issuing Bank or any Lender may have had notice or knowledge of any Default or incorrect representation or warranty at the time any credit is extended under the Credit Agreement, and shall continue in full force and effect as long as the principal of or any accrued interest on any Loan or any fee or any other amount payable under any Loan Document is outstanding and unpaid or any Letter of Credit is outstanding and so long as the Commitments have not expired or terminated.

SECTION 7.06.  Counterparts; Effectiveness; Several Agreement.  This Agreement may be executed in counterparts, each of which shall constitute an original but all of which, when taken together, shall constitute single contract.  Delivery of an executed signature page to this Agreement by facsimile transmission shall be as effective as delivery of a manually signed counterpart of this Agreement.  This Agreement shall become effective as to any Loan Party when a counterpart hereof executed on behalf of such Loan Party shall have been delivered to the Collateral Agent and a counterpart hereof shall have been executed on behalf of the Collateral Agent, and thereafter shall be binding upon such Loan Party and the Collateral Agent and their respective permitted successors and assigns, and shall inure to the benefit of such Loan Party, the Administrative Agent, the Collateral Agent and the other Secured Parties and their respective successors and assigns, except that no Loan Party shall have the right to assign or transfer its rights or obligations hereunder or any interest in this Agreement or in the Collateral (and any such assignment or transfer shall be void) except as contemplated by this Agreement or the Credit Agreement.  This Agreement shall be construed as a separate agreement with respect to each Loan Party and may be amended, modified, supplemented, waived or released with respect to any Loan Party without the approval of any other Loan Party and without affecting the obligations of any other Loan Party hereunder.

SECTION 7.07.  Severability.  Any provision in this Agreement held to be invalid, illegal or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such invalidity, illegality or unenforceability without affecting the validity, legality and enforceability of the remaining provisions hereof; the invalidity

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of a particular provision in a particular jurisdiction shall not invalidate such provision in any other jurisdiction.  The parties shall endeavor in good-faith negotiations to replace the invalid, illegal or unenforceable provisions with valid provisions the economic effect of which comes as close as possible to that of the invalid, illegal or unenforceable provisions.

SECTION 7.08.  Right of Set-Off.  If an Event of Default shall have occurred and be continuing, each Lender and each of its Affiliates is hereby authorized at any time and from time to time, to the fullest extent permitted by law, to set off and apply any and all deposits (general or special, time or demand, provisional or final) at any time held and other obligations at any time owing by such Lender or Affiliate to or for the credit or the account of any Loan Party against any of and all the obligations of such Loan Party now or hereafter existing under this Agreement owed to such Lender, irrespective of whether or not such Lender shall have made any demand under this Agreement and although such obligations may be unmatured.  The applicable Lender shall notify the Borrower, the Collateral Agent and the Administrative Agent of such set-off or application, provided that any failure to give or any delay in giving such notice shall not affect the validity of any such set-off or application under this Section 7.08.  The rights of each Lender under this Section 7.08 are in addition to other rights and remedies (including other rights of set-off) which such Lender may have.

SECTION 7.09.  Governing Law; Jurisdiction; Consent to Service of Process.  (a)  This Agreement shall be construed in accordance with and governed by the law of the State of New York.

(b)  Each of the parties hereto hereby irrevocably and unconditionally submits, for itself and its property, to the nonexclusive jurisdiction of the Supreme Court of the State of New York sitting in New York County and of the United States District Court of the Southern District of New York, and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Agreement or any other Loan Document, or for recognition or enforcement of any judgment, and each of the parties hereto hereby irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding may be heard and determined in such New York State or, to the extent permitted by law, in such Federal court.  Each of the parties hereto agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law.  Nothing in this Agreement or any other Loan Document shall affect any right that the Collateral Agent, the Issuing Bank, any Lender or any Loan Party may otherwise have to bring any action or proceeding relating to this Agreement or any other Loan Document in the courts of any jurisdiction.

(c)  Each of the Loan Parties hereby irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection that it may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this Agreement or any other Loan Document in any court referred to in paragraph (b) of this Section 7.09.  Each of the parties hereto hereby irrevocably waives,

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to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court.

(d)  Each party to this Agreement irrevocably consents to service of process in the manner provided for notices in Section 7.01.  Nothing in this Agreement or any other Loan Document will affect the right of any party to this Agreement to serve process in any other manner permitted by law.

SECTION 7.10.  WAIVER OF JURY TRIAL.  EACH PARTY HERETO HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT, ANY OTHER LOAN DOCUMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY).  EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 7.10.

SECTION 7.11.  Headings.  Article and Section headings and the Table of Contents used in this Agreement are for convenience of reference only, are not part of this Agreement and are not to affect the construction of, or to be taken into consideration in interpreting, this Agreement.

SECTION 7.12.  Security Interest Absolute.  All rights of the Collateral Agent hereunder, the Security Interest, the grant of a security interest in the Pledged Collateral and all obligations of each Grantor and Guarantor hereunder shall be absolute and unconditional irrespective of (a) any lack of validity or enforceability of the Credit Agreement, any other Loan Document, any agreement with respect to any of the Obligations or any other agreement or instrument relating to any of the foregoing, (b) any change in the time, manner or place of payment of, or in any other term of, all or any of the Obligations, or any other amendment or waiver of or any consent to any departure from the Credit Agreement, any other Loan Document or any other agreement or instrument, (c) any exchange, release or non-perfection of any Lien on other collateral, or any release or amendment or waiver of or consent under or departure from any guarantee, securing or guaranteeing all or any of the Obligations, or (d) any other circumstance that might otherwise constitute a defense available to, or a discharge of, any Grantor or Guarantor in respect of the Obligations or this Agreement.

SECTION 7.13.  Termination or Release.  (a)  This Agreement and the Guarantees made in this Agreement shall terminate and the Security Interest and all other security interests granted hereby shall be automatically released when all the Loan Document Obligations have been indefeasibly paid in full and the Lenders have no

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further commitment to lend under the Credit Agreement, the LC Exposure has been reduced to zero and the Issuing Bank has no further obligations to issue Letters of Credit under the Credit Agreement.

(b)  A Subsidiary Loan Party shall automatically be released from its obligations hereunder and the Security Interest in the Collateral of such Subsidiary Loan Party shall be automatically released upon the consummation of any transaction permitted by the Credit Agreement as a result of which such Subsidiary Loan Party ceases to be a Subsidiary.

(c)  Upon any sale or other transfer by any Grantor of any Collateral that is permitted under the Credit Agreement, or upon the effectiveness of any written consent to the release of the security interest granted hereby in any Collateral pursuant to Section 9.02 of the Credit Agreement, the security interest in such Collateral shall be automatically released.

(d)  In connection with any termination or release pursuant to paragraph (a), (b) or (c) of this Section 7.13, the Collateral Agent shall execute and deliver to any Grantor, at such Grantor’s expense, all documents that such Grantor shall reasonably request to evidence such termination or release.  Any execution and delivery of documents pursuant to this Section 7.13 shall be without recourse to or warranty by the Collateral Agent.

SECTION 7.14.  Additional Subsidiaries.  Pursuant to Section 5.12 of the Credit Agreement, each Subsidiary of a Loan Party that was not in existence or not a Subsidiary on the date of the Credit Agreement and is not a Foreign Subsidiary is required to enter in this Agreement as a Subsidiary Loan Party upon becoming such a Subsidiary.  Upon execution and delivery by the Collateral Agent and a Subsidiary of an instrument in the form of Exhibit I hereto, such Subsidiary shall become a Subsidiary Loan Party hereunder with the same force and effect as if originally named as a Subsidiary Loan Party in this Agreement.  The execution and delivery of any such instrument shall not require the consent of any other Loan Party hereunder.  The rights and obligations of each Loan Party hereunder shall remain in full force and effect notwithstanding the addition of any new Loan Party as a party to this Agreement.

SECTION 7.15.  Collateral Agent Appointed Attorney-in-Fact.  Each Grantor hereby appoints the Collateral Agent the attorney-in-fact of such Grantor for the purpose of carrying out the provisions of this Agreement and taking any action and executing any instrument that the Collateral Agent may deem necessary or advisable to accomplish the purposes hereof, which appointment is irrevocable and coupled with an interest.  Without limiting the generality of the foregoing, the Collateral Agent shall have the right, upon the occurrence and during the continuance of an Event of Default, with full power of substitution either in the Collateral Agent’s name or in the name of such Grantor (a) to receive, endorse, assign and/or deliver any and all notes, acceptances, checks, drafts, money orders or other evidences of payment relating to the Collateral or any part thereof; (b) to demand, collect, receive payment of, give receipt for and give discharges and releases of all or any of the Collateral; (c) to sign the name of any Grantor

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on any invoice or bill of lading relating to any of the Collateral; (d) to send verifications of Accounts Receivable to any Account Debtor; (e) to commence and prosecute any and all suits, actions or proceedings at law or in equity in any court of competent jurisdiction to collect or otherwise realize on all or any of the Collateral or to enforce any rights in respect of any Collateral; (f) to settle, compromise, compound, adjust or defend any actions, suits or proceedings relating to all or any of the Collateral; (g) to notify, or to require any Grantor to notify, Account Debtors to make payment directly to the Collateral Agent; and (h) to use, sell, assign, transfer, pledge, make any agreement with respect to or otherwise deal with all or any of the Collateral, and to do all other acts and things necessary to carry out the purposes of this Agreement, as fully and completely as though the Collateral Agent were the absolute owner of the Collateral for all purposes, provided that nothing in this Agreement contained shall be construed as requiring or obligating the Collateral Agent to make any commitment or to make any inquiry as to the nature or sufficiency of any payment received by the Collateral Agent, or to present or file any claim or notice, or to take any action with respect to the Collateral or any part thereof or the moneys due or to become due in respect thereof or any property covered thereby.  The Collateral Agent and the other Secured Parties shall be accountable only for amounts actually received as a result of the exercise of the powers granted to them in this Agreement, and neither they nor their officers, directors, employees or agents shall be responsible to any Grantor for any act or failure to act hereunder, except for their own gross negligence or wilful misconduct.

[Signature Pages to Follow]

32

IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement as of the day and year first above written.

US ONCOLOGY HOLDINGS, INC.,
	by
		/s/ Illegible
		Name: Illegible
		Title: Illegible
US ONCOLOGY, INC.,
	By
		/s/  Bruce Broussard
		Name:  Bruce Broussard
		Title:  Chief Financial Officer
EACH OF THE SUBSIDIARIES LISTED ON SCHEDULE I HERETO,
	By
		/s/  Bruce Broussard
		Name:  Bruce Broussard
		Title: Vice President or Manager, as applicable
JPMORGAN CHASE BANK, AS COLLATERAL AGENT,
	by
		/s/ Illegible
		Name: Illegible
		Title:  Illegible

33

Schedule I to

the Guarantee and

Collateral Agreement

SUBSIDIARY LOAN PARTIES

Schedule II to

the Guarantee and

Collateral Agreement

EQUITY INTERESTS

Issuer Number of
Certificate Registered
Owner Number and
Class of
Equity Interest Percentage
of Equity Interests

DEBT SECURITIES

Issuer Principal
Amount Date of Note Maturity Date

Schedule III to

the Guarantee and

Collateral Agreement

U.S. COPYRIGHTS OWNED BY [NAME OF GRANTOR]

[Make a separate page of Schedule III for each Grantor and state if no copyrights are owned.  List in numerical order by Registration No.]

U.S. Copyright Registrations

Title Reg. No. Author

Pending U.S. Copyright Applications for Registration

Title Author Class Date Filed

Non-U.S. Copyright Registrations

[List in alphabetical order by country/numerical order by Registration No. within each country]

Country Title Reg. No. Author

Non-U.S. Pending Copyright Applications for Registration

[List in alphabetical order by country.]

Country Title Author Class Date Filed

LICENSES

[Make a separate page of Schedule III for each Grantor, and state if any Grantor is not a party to a license/sublicense.]

I.  Licenses/Sublicensees of [Name of Grantor] as Licensor on Date Hereof

A.  Copyrights

[List U.S. copyrights in numerical order by Registration No.  List non-U.S. copyrights by country in alphabetical order with Registration Nos. within each country in numerical order.]

U.S. Copyrights

Licensee Name
and Address Date of License/
Sublicense Title of
U.S.
Copyright Author Reg. No.

Non-U.S. Copyrights

Country Licensee Name
and Address Date of License/
Sublicensee Title of
Non-U.S.
Copyrights Author Reg. No.

B.  Patents

[List U.S. patent nos. and U.S. patent application nos. in numerical order.  List non-U.S. patent nos. and non-U.S. application in alphabetical order by country, with
numbers within each country in numerical order.]

U.S. Patents

Licensee Name
and Address Date of License/
Sublicense Issue Date Patent No.

U.S. Patent Applications

Licensee Name
and address Date of License/
Sublicense Date Filed Application No.

Non-U.S. Patents

Country Licensee Name
and Address Date of License/
Sublicense Issue
Date Non-U.S.
Patent No.

Non-U.S. Patent Applications

Country Licensee Name
and Address Date of License/
Sublicense Date
Filed Application No.

C.  Trademarks

[List U.S. trademark nos. and U.S. trademark application nos. in numerical order.  List non-U.S. trademark nos. and non-U.S. application nos. with trademark nos. within each country in numerical order.]

U.S. Trademarks

Licensee Name
and Address Date of License/
Sublicense U.S. Mark Reg. Date Reg. No.

U.S. Trademark Applications

Licensee Name
and Address Date of License/
Sublicense U.S. Mark Date Filed Application
No.

Non-U.S. Trademarks

Country Licensee Name
and Address Date of License/
Sublicense Non-U.S.
Mark Reg. Date Reg. No.

Non-U.S. Trademark Applications

Country Licensee Name
and Address Date of License/
Sublicense Non-U.S.
Mark Date Filed Application
No.

D.  Others

Licensee Name
and Address Date of License/
Sublicense Subject
Matter

II.  Licensees/Sublicenses of [Name of Grantor] as Licensee on Date Hereof

A.  Copyrights

[List U.S. copyrights in numerical order by Registration No.  List non-U.S. copyrights by country in alphabetical order, with Registration Nos. within each country in numerical order.]

U.S. Copyrights

Licensor Name and
Address Date of License/
Sublicense Title of
U.S. Copyright Author Reg. No.

Non-U.S. Copyrights

Country Licensor Name
and Address Date of
License/
Sublicensee Title of
Non-U.S.
Copyrights Author Reg. No.

B.  Patents

[List U.S. patent nos. and U.S. patent application nos. in numerical order.  List non-U.S. patent nos. and non-U.S. application nos. in alphabetical order by country with patent nos. within each country in numerical order.]

U.S. Patents

Licensor Name
and Address Date of
License/
Sublicense Issue Date Patent No.

U.S. Patent Applications

Licensor Name
and Address Date of License/
Sublicense Date Filed Application No.

Non-U.S. Patents

Country Licensor Name
and Address Date of License/
Sublicense Issue Date Non-U.S.
Patent No.

Non-U.S. Patent Applications

Country Licensor Name
and Address Date of License/
Sublicense Date Filed Application
No.

C.  Trademarks

[List U.S. trademark nos. and U.S. trademark application nos. in numerical order.  List non-U.S. trademark nos. and non-U.S. application nos. with trademark nos. within each country in numerical order.]

U.S. Trademarks

Licensor Name
and Address Date of License/
Sublicense U.S. Mark Reg. Date Reg. No.

U.S. Trademark Applications

Licensor Name
and Address Date of License/
Sublicense U.S. Mark Date Filed Application No.

Non-U.S. Trademarks

Country Licensor Name
and Address Date of License/
Sublicense Non-U.S.
Mark Reg. Date Reg. No.

Non-U.S. Trademark Applications

Country Licensor Name
and Address Date of License/
Sublicense Non-U.S.
Mark Date
Filed Application
No.

D.  Others

Licensor Name and Address Date of License/
Sublicense Subject Matter

PATENTS OWNED BY [NAME OF GRANTOR]

[Make a separate page of Schedule III for each Grantor and state if no patents are owned.  List in numerical order by Patent No./Patent Application No.]

U.S. Patent Registrations

Patent Numbers Issue Date

U.S. Patent Applications

Patent Application No. Filing Date

Non-U.S. Patent Registrations

[List in alphabetical order by country/numerical order by Patent No. within each country]

Country Issue Date Patent No.

Non-U.S. Patent Registrations

[List in alphabetical order by country/numerical order by Application No. within each country]

Country Filing Date Patent Application No.

TRADEMARK/TRADE NAMES OWNED BY [NAME OF GRANTOR]

[Make a separate page of Schedule III for each Grantor and state if no trademarks/trade names are owned.  List in numerical order by trademark registration/application no.]

U.S. Trademark Registrations

Mark Reg. Date Reg. No.

U.S. Trademark Applications

Mark Filing Date Application No.

State Trademark Registrations

[List in alphabetical order by state/numerical order by trademark no. within each state]

State Mark Filing Date Application No.

Non-U.S. Trademark Registrations

[List in alphabetical order by country/numerical order by trademark no. within each country]

Country Mark Reg. Date Reg. No.

Non-U.S. Trademark Applications

[List in alphabetical order by country/numerical order by application no.]

Country Mark Application Date Application No.

Trade Names

Country(s) Where Used Trade Names

Schedule V to

the Guarantee and

Collateral Agreement

COMMERCIAL TORT CLAIMS

SUPPLEMENT NO.      dated as of [  ], to the Guarantee and Collateral Agreement dated as of August 20, 2004, among, US ONCOLOGY, INC., a Delaware corporation (the “Borrower”), US ONCOLOGY HOLDINGS, INC., a Delaware corporation (“Holdings”), each subsidiary of the Borrower listed on Schedule I thereto (each such subsidiary individually a “Subsidiary Guarantor” and collectively, the “Subsidiary Guarantors”; the Subsidiary Guarantors, Holdings and the Borrower are referred to collectively herein as the “Grantors”) and JPMORGAN CHASE BANK, a New York banking corporation (“JPMCB”), as Collateral Agent (in such capacity, the “Collateral Agent”).

A.  Reference is made to the Credit Agreement dated as of August 20, 2004 (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among the Borrower, Holdings, the lenders from time to time party thereto, JPMCB, as Administrative Agent, Wachovia Bank, National Association, as Syndication Agent and Citicorp North America, Inc., as Documentation Agent.

B.  Capitalized terms used in this Agreement and not otherwise defined in this Agreement shall have the meanings assigned to such terms in the Credit Agreement and the Collateral Agreement referred to therein.

C.  The Grantors have entered into the Collateral Agreement in order to induce the Lenders to make Loans and the Issuing Bank to issue Letters of Credit.  Section 7.14 of Collateral Agreement provides that additional Subsidiaries of the Borrower may become Subsidiary Loan Parties under the Collateral Agreement by execution and delivery of an instrument in the form of this Supplement.  The undersigned Subsidiary (the “New Subsidiary”) is executing this Supplement in accordance with the requirements of the Credit Agreement to become a Subsidiary Loan Party under the Collateral Agreement in order to induce the Lenders to make additional Loans and the Issuing Bank to issue additional Letters of Credit and as consideration for Loans previously made and Letters of Credit previously issued.

Accordingly, the Collateral Agent and the New Subsidiary agree as follows:

SECTION 1.  In accordance with Section 7.14 of the Collateral Agreement, the New Subsidiary by its signature below becomes a Subsidiary Loan Party, Grantor and Guarantor under the Collateral Agreement with the same force and effect as if originally named therein as a Subsidiary Loan Party and the New Subsidiary hereby (a) agrees to all the terms and provisions of the Collateral Agreement applicable to it as a Subsidiary Loan Party, Grantor and Guarantor thereunder and (b) represents and warrants that the representations and warranties made by it as a Grantor and Guarantor thereunder are true and correct on and as of the date hereof.  In furtherance of the foregoing, the New

Subsidiary, as security for the payment and performance in full of the Obligations (as defined in the Collateral Agreement), does hereby create and grant to the Collateral Agent, its successors and assigns, for the ratable benefit of the Secured Parties, their successors and assigns, a security interest in and lien on all the New Subsidiary’s right, title and interest in and to the Collateral (as defined in the Collateral Agreement) of the New Subsidiary.  Each reference to a “Guarantor” or “Grantor” in the Collateral Agreement shall be deemed to include the New Subsidiary.  The Collateral Agreement is hereby incorporated in this Agreement by reference.

SECTION 2.  The New Subsidiary represents and warrants to the Collateral Agent and the other Secured Parties that this Supplement has been duly authorized, executed and delivered by it and constitutes its legal, valid and binding obligation, enforceable against it in accordance with its terms.

SECTION 3.  This Supplement may be executed in counterparts, each of which shall constitute an original, but all of which when taken together shall constitute a single contract.  This Supplement shall become effective when the Collateral Agent shall have received a counterpart of this Supplement that bears the signature of the New Subsidiary and the Collateral Agent has executed a counterpart hereof.  Delivery of an executed signature page to this Supplement by facsimile transmission shall be as effective as delivery of a manually signed counterpart of this Supplement.

SECTION 4.  The New Subsidiary hereby represents and warrants that set forth under its signature hereto, is (i) the true and correct legal name of the New Subsidiary, (ii) its jurisdiction of formation, (iii) its Federal Taxpayer Identification Number or its organizational identification number and (iv) the location of its chief executive office.

SECTION 5.  Except as expressly supplemented hereby, the Collateral Agreement shall remain in full force and effect.

SECTION 6.  THIS SUPPLEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.

SECTION 7.  Any provision of this Supplement held to be invalid, illegal or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such invalidity, illegality or unenforceability without affecting the validity, legality and enforceability of the remaining provisions hereof and in the Collateral Agreement; the invalidity of a particular provision in a particular jurisdiction shall not invalidate such provision in any other jurisdiction.  The parties shall endeavor in good-faith negotiations to replace the invalid, illegal or unenforceable provisions with valid provisions the economic effect of which comes as close as possible to that of the invalid, illegal or unenforceable provisions.

SECTION 8.  All communications and notices hereunder shall be in writing and given as provided in Section 7.01 of the Collateral Agreement.

2

SECTION 9.  The New Subsidiary agrees to reimburse the Collateral Agent for its reasonable out-of-pocket expenses in connection with this Supplement, including the reasonable fees, other charges and disbursements of counsel for the Collateral Agent.

IN WITNESS WHEREOF, the New Subsidiary and the Collateral Agent have duly executed this Supplement to the Collateral Agreement as of the day and year first above written.

[NAME OF NEW SUBSIDIARY],
	by
		Name:
		Title:
		Legal Name:
		Jurisdiction of Formation:
		Location of Chief Executive office:
JPMORGAN CHASE BANK, AS COLLATERAL AGENT,
	by
		Name:
		Title:

3

Schedule I

to the Supplement No      to the

Guarantee and

Collateral Agreement

LOCATION OF COLLATERAL

Description Location

EQUITY INTERESTS

Issuer Number of
Certificate Registered Owner Number and Class of Equity Interests Percentage of Equity Interests

DEBT SECURITIES

Issuer Principal Amount Date of Note Maturity Date

INTELLECTUAL PROPERTY

I.              Copyrights

Registered Owner Title Registration
Number Expiration
Date

II.            Copyright Applications

Registered Owner Title Registration
Number Date
Filed

III.           Copyright Licenses

Licensee Licensor Title Registration
Number Expiration
Date

IV.           Patents

Registered Owner Mark Registration
Number Expiration
Date

V.            Patent Applications

Registered Owner Mark Registration
Number Date
Filed

VI.           Patent Licenses

Licensee Licensor Mark Registration
Number Expiration
Date

VII.          Trademarks

Registered Owner Type Registration
Number Expiration
Date

2

VIII.        Trademark Applications

Registered Owner Type Registration
Number Date
Filed

IX.           Trademark Licenses

Licensee Licensor Type Registration
Number Expiration
Date

3

FORM OF PERFECTION CERTIFICATE

Reference is made to the Credit Agreement dated as of August 20, 2004 (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among US Oncology Holdings, Inc. (“Holdings”), US Oncology, Inc. (the “Borrower”), the lenders from time to time party thereto, JPMorgan Chase Bank, as Administrative Agent, Wachovia Bank, National Association, as Syndication Agent, and Citicorp North America, Inc., as Documentation Agent.  Capitalized terms used but not defined in this Agreement have the meanings assigned in the Credit Agreement or the Collateral Agreement referred to therein, as applicable.

The undersigned, a Financial Officer and a legal officer, respectively, of the Borrower, hereby certify to the Administrative Agent and each other Secured Party as follows:

SECTION 1.  Names.  (a)  Attached hereto as Schedule 1A is (i) the exact legal name of each Grantor as such name appears in its respective certificate or document of formation, (ii) each other legal name such Grantor has had in the past five years, including the date of the relevant name change, and (iii) each other name, including trade names and similar appellations, such Grantor or any of its divisions or other business units has used in connection with the conduct of its business or the ownership of its properties at any time during the past five years.

(b)  Except as set forth on Schedule 1B hereto, no Grantor has changed its identity or business structure in any way within the past five years.  Changes in identity and business structure include mergers, acquisitions and consolidations, as well as any change in form, nature or jurisdiction of formation.  If any merger, acquisition or consolidation has occurred, Schedule 1B sets forth the information required by Sections 1 and 2 of this certificate as to each acquiree and each other constituent party to such merger, acquisition or consolidation.

(c)  Attached hereto as Schedule 1C is the (i) jurisdiction of formation of each Grantor that is a registered organization, (ii) organizational identification number, if any, (iii) address (including the county) of the chief executive office of such Grantor and (iv) the federal taxpayer identification number of each Grantor.

SECTION 2.  Locations.  (a)  Attached hereto as Schedule 2A is a list of all real property held by each Grantor, whether owned or leased, the name of the Grantor that owns or leases said property.  Copies of any deeds, title insurance policies, surveys and other records relating to the real property listed on Schedule 2A have been delivered to the Administrative Agent.

(b)  Attached hereto as Schedule 2B is (i) the name and address of any Person other than a Grantor that has possession of any Collateral (indicating whether such Person holds such Collateral subject to a Lien (including, but not limited to, warehousemen’s, mechanics’ and other statutory liens)) and (ii) any other addresses

where a Grantor maintains a place of business or any Collateral (other than Accounts and General Intangibles) not otherwise identified on Schedule 1C, Schedule 2A or Schedule 2B.

SECTION 3.  Unusual Transactions.  All Accounts have been originated, and all Inventory has been acquired, by the Grantors in the ordinary course of business.

SECTION 4.  File Search Reports.  File search reports have been obtained from the (a) Uniform Commercial Code (“UCC”) filing office related to each location of a Grantor identified in Schedules 1C, 2A and 2B (other than locations identified pursuant to clause (i) of Section 2(b) and (b) county recorder’s office related to the county where each Mortgaged Property is located.  The search reports obtained pursuant to this Section 4 reflect no liens against any of the Collateral or any Mortgaged Property other than those liens permitted under the Credit Agreement.

SECTION 5.  UCC Filings.  UCC financing statements have been prepared for filing in the appropriate (a) UCC filing office related to the jurisdiction of formation for each Grantor and (b) county recorder’s office related to the county where each Mortgaged Property is located.  Attached hereto as Schedule 5 is a true and correct list of each such filing and the UCC filing office or county recorder’s office in which such filing is to be made.

SECTION 6.  Equity Interests.  Attached hereto as Schedule 6 is a true and correct list of all the Equity Interests owned by Holdings and each subsidiary of Holdings (including the Borrower), specifying the Grantor, issuer and certificate number of, and the number and percentage of ownership represented by, such Equity Interests.

SECTION 7.  Debt Instruments.  Attached hereto as Schedule 7 is a true and correct list of all debt instruments and other indebtedness held by Holdings and each subsidiary of Holdings (including the Borrower), specifying any promissory notes or intercompany notes evidencing such debt instruments or indebtedness.

SECTION 8.  Advances and Transfers.  Attached hereto as Schedule 8 is a true and correct list of all (a) advances made by (i) Holdings to the Borrower or any Subsidiary, (ii) the Borrower to Holdings or any Subsidiary and (iii) any Subsidiary to Holdings, the Borrower or any other Subsidiary, in each case other than those identified on Schedule 7, which advances will be, on and after the date hereof, evidenced by one or more intercompany notes pledged to the Administrative Agent under the Collateral Agreement and (b) unpaid intercompany transfers of goods sold and delivered by the Borrower to any Subsidiary or by any Subsidiary to any other Subsidiary.

SECTION 9.  Mortgage Filings.  Attached hereto as Schedule 9 is a true and correct list, with respect to each Mortgaged Property, of the (a) exact name of the Person that owns such property as such name appears in its certificate of formation, (b) if different from the name identified pursuant to clause (a), exact name of the current record owner of such property as such name appears in the records of the county recorder’s office for such property identified pursuant to the following clause and (c) county

recorder’s office in which a Mortgage with respect to such property must be filed or recorded in order for the Administrative Agent to obtain a perfected security interest therein.

SECTION 10.  Intellectual Property.  Attached hereto as Schedule 10, in proper form for filing with the United States Patent and Trademark Office or the United States Copyright Office, as applicable, is a true and correct list of each Grantor’s (i) Copyrights, Copyright Applications and Copyright Licenses, (ii) Patents, Patent Applications and Patent Licenses and (iii) Trademarks, Trademark Applications and Trademark Licenses, in each case including the name of the registered owner, registration number, expiration date, a brief description thereof and, if applicable, the licensee and licensor.

SECTION 11.  Commercial Tort Claims.  Attached hereto as Schedule 11 is a true and correct list of commercial tort claims held by any Grantor, including a brief description thereof.

SECTION 12.  Deposit Accounts.  Attached hereto as Schedule 12 is a true and correct list of deposit accounts maintained by each Grantor, including the name and address of the depositary institution, the type of account and the account number.

IN WITNESS WHEREOF, the undersigned have duly executed this certificate on this [    ] day of [•], 2004.

US Oncology, Inc.,
by
	Name:
	Title: Financial Officer

US Oncology, Inc.,
by
	Name:
	Title: Legal Officer

Schedule 1A

Names

Grantor’s Exact Legal Name Former Names
(Including Date of Change) Other Names

Schedule 1C

Jurisdiction of Formation, Organizational Identification Number
and Chief Executive Office Address

Grantor Jurisdiction of
Formation Organizational
IdentificationNumber
(If Any) Chief Executive Office Address
(Including County)

Schedule 2A

Location of Owned or Leased Real Property

I.              Owned Real Properties

Property Address Grantor Fair Market Value

II.            Leased Real Properties

Property Address Grantor Fair Market Value

Schedule 2B

Other Persons and
Other Addresses

I.              Other Persons Who Hold Collateral

Grantor Addresses of Other Persons Who Hold Collateral (Including County)(1)

(1)Indicate (a) addresses where chattel paper is kept with an asterisk (“*”) and (b) addresses where Collateral (other than Accounts Receivable and General Intangibles) is kept with a dagger (“†”).

II.            Grantors’ Other Addresses

Grantor Other Addresses(2)

(2)Indicate Persons that hold Collateral subject to a Lien (including, but not limited to, warehousemen’s, mechanics’ and other statutory liens) with a double asterisk (“**”).

Schedule 5

UCC Filings

Grantor/Mortgaged Property UCC Filing Office/County Recorder’s Office

Schedule 6

Equity Interests

Grantor Issuer Certificate
Number Number of
Equity
Interests Percentage of
Ownership

Schedule 7

Debt Instruments

Creditor Debtor Type Amount

Schedule 8

Advances and Transfers

I.              Advances

Creditor Debtor Type Amount

II.            Transfers

Transferor Transferee Goods Amount

Schedule 9

Mortgaged Property

I.              Owned Properties

Grantor Record Owner Address County
Recorder’s Office Value

II.            Leased Properties

Grantor Record Owner Address County
Recorder’s Office Value

Schedule 10

Intellectual Property

I.              Copyrights

Registered Owner Title Registration
Number Expiration
Date

II.            Copyright Applications

Registered Owner Title Registration
Number Date
Filed

III.           Copyright Licenses

Licensee Licensor Title Registration
Number Expiration
Date

IV.           Patents

Registered Owner Mark Registration
Number Expiration
Date

V.            Patent Applications

Registered Owner Mark Registration Number Date Filed

VI.           Patent Licenses

Licensee Licensor Mark Registration Number Expiration Date

VII.          Trademarks

Registered Owner Type Registration Number Expiration Date

VIII.        Trademark Applications

Registered Owner Type Registration Number Date Filed

IX.           Trademark Licenses

Licensee Licensor Type Registration Number Expiration Date

Schedule 12

Commercial Tort Claims

Grantor/Plaintiff Defendant Description

Schedule 13

Deposit Accounts

Grantor Depositary Institution
(Including Address) Type of Account Account Number

EX-10.3

Exhibit 10.3

FORM OF EMPLOYMENT AGREEMENT

This Employment Agreement (this “Agreement”) is made and entered into this 20th day of August, 2004 by and among US Oncology, Inc., a Delaware corporation (together with its present and future subsidiaries, hereinafter referred to as the “Company”), US Oncology Holdings, Inc., a Delaware corporation (“Parent”), and [           ] (hereinafter referred to as the “Employee”).  In consideration of the mutual terms, conditions and covenants hereinafter set forth, the Company and the Employee agree to the following:

1.Term and Renewal; Effectiveness.

Except as otherwise provided herein, the Company hereby agrees to employ the Employee, and the Employee hereby agrees to remain in the employ of the Company, for a three (3) year period commencing at the Effective Time (the “Effective Time”), as such term is described in that certain Agreement and Plan of Merger dated as of March 20, 2004 made and entered into by and among  the Company, Parent and US Oncology, Inc. (the “Merger Agreement”).  Provided that this Agreement has not already been terminated, this Agreement shall automatically renew for successive one-year terms, unless at least thirty (30) days prior to the expiration of the initial or any renewal term the Company provides to the Employee written notice that the Company is not renewing this Agreement.  This Agreement shall become effective as of the Effective Time.  In the event that the Merger Agreement is terminated, this Agreement shall terminate and be null and void ab initio.

2.Position and Duties.

The Employee, at the discretion of the Company’s Board of Directors (the “Board”), Chief Executive Officer of the Company or his designee, in accordance with the Company’s policies, shall perform such duties and services as assigned.  The reporting relationship of the Employee may from time to time be determined by the Board, Chief Executive Officer or his designee and shall not be construed as a loss of responsibility or a change of control.  The Employee shall not have the authority to enter into any contracts, agreements, undertakings or other arrangements on behalf of the Company except to the extent that he is authorized to do so by the Board, Chief Executive Officer or his designee.

The Employee shall, at all times, devote his full time and attention to the business and affairs of the Company, and shall use his best efforts to perform faithfully and efficiently such responsibilities.  The foregoing shall not be construed as preventing the Employee from making passive investments in other businesses or enterprises, provided, however, that:

(i)Such investments would not require services on the part of the Employee which would in any way impair the performance of his duties under this Agreement;

(ii)Such investments are not in violation of any provision of Section 5 or Section 6 of this Agreement; and

(iii)Such investments are not in violation of Company policies in effect from time to time.

The Employee shall not be required by the Company to relocate out of the Greater Houston metropolitan area.  Routine visits to the Company’s locations and other business travel in the ordinary course of the Company’s business shall not constitute relocation.

3.Compensation and Benefits.

The Company shall provide the following compensation to the Employee for his services under this Agreement:

(a)Base Salary.  The Company shall pay the Employee a base salary at an annual rate of $[             ] (including any greater amount as a result of future increases provided for herein, the “Base Salary”).  The Base Salary shall be payable in equal semi-monthly installments on the fifteenth and final days of each month during the term of this Agreement or pursuant to the standard payroll cycle of the Company in effect during this Agreement.  The Base Salary may not be decreased, but may be reviewed and increased by the Board or the compensation committee thereof, as circumstances dictate and in the sole discretion of the Board or the compensation committee thereof.

(b)Annual Bonus.  The Employee shall be eligible for a bonus as determined by the Board or the compensation committee thereof.

(c)Expense Reimbursement.  The Company shall reimburse the Employee for all business-related expenses incurred by the Employee in conducting authorized business activities on behalf of the Company; provided, however, that the Employee shall provide reasonably suitable receipts and other records of the expenses to be reimbursed.

(d)Welfare Benefit Plans.  In accordance with, and subject to, the terms of the applicable plan documents, the Employee shall be eligible to participate in all welfare benefit plans of the Company as may be in effect from time to time.  The foregoing shall not, in any respect, require the Company to implement, continue or amend any plan.

(e)Vacation Holidays.  The Employee shall be eligible for annual paid vacation, sick leave and holidays as the Company may, in its discretion, provide for the employees of the Company under the Company’s policies and programs, it being agreed that the foregoing shall not in any respect require the Company to continue or put into effect any plan, practice, policy or program.  The Employee shall have no right to receive pay in lieu of vacation, sick leave or holidays, and upon termination of the Employee’s employment pursuant to this Agreement, all unused vacation, sick leave or holidays shall be lost without any compensation to the Employee.

(f)Equity Incentives.  Parent has adopted and its stockholders have approved Parent’s 2004 Equity Incentive Plan (the “2004 Equity Plan”).  Immediately after the Effective Time, Parent shall award the Employee [               ] shares of Restricted Stock pursuant to the 2004 Equity Plan.  The award of Restricted Stock shall be in the form attached to this Agreement.  The term “Restricted Stock” shall have the meaning given to it in the 2004 Equity

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Plan.  The Employee agrees to make an election under Section 83(b) of the Internal Revenue Code of 1986, as amended (the “Code”), with respect to the shares of Restricted Stock to be awarded to the Employee.  Unless otherwise mutually agreed, Parent and the Employee agree that the value of the Restricted Stock (determined without regard to any lapse restriction, as defined in Treasury Regulations Section 1.83-3(i)) immediately after the Effective Time shall equal $[      ] per share of Restricted Stock.

(g)Long-Term Cash Incentive.  Parent has adopted and the stockholders have approved Parent’s 2004 Long-Term Cash Incentive Plan (the “2004 Cash Plan”).  Immediately after the Effective Time, Parent shall award the Employee [          ] Units in the 2004 Cash Plan.  The award of the Units shall be in the form attached to this Agreement.  The term “Units” shall have the meaning given to it in the 2004 Cash Plan.

(h)Withholding.  All compensation paid pursuant to this Agreement shall be subject to any and all applicable payroll and withholding deductions required by the law of any jurisdiction, with taxing authority with respect thereto.

4.Termination.

(a)Termination Events.  This Agreement, and the employment relationship between the Employee and the Company, shall terminate upon the occurrence of any of the following:

(i)the death of the Employee;

(ii)the disability of the Employee, whether due to illness, injury, accident or other condition of either a physical or psychological nature, which creates an impairment (despite reasonable accommodation) that renders the Employee mentally or physically incapable of performing the essential duties and services required of the Employee hereunder for a period of at least 180 days during any period of 365 days;

(iii)the Company provides the Employee with written notice that the Company is terminating his employment other than for Cause (as defined below);

(iv)the expiration of the sixtieth (60^th) day after the Employee provides the Company with written notice that he is terminating his employment other than for Good Reason (as defined below);

(v)the expiration of the stated term of this Agreement, as it may from time to time be extended;

(vi)the Company’s written notice to the Employee of the Company’s termination of Employee’s employment for Cause.  “Cause” shall mean a written determination by the Board of the occurrence of any of the following events:

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(A)the conviction of the Employee, whether or not appeal be taken, of any misdemeanor or felony crime involving personal dishonesty, moral turpitude or willfully violent conduct;

(B)the embezzlement or wrongful diversion of funds of the Company or any affiliate of the Company, or other material dishonesty involving the Company or any affiliate of the Company;

(C)gross business misconduct by the Employee;

(D)gross malfeasance by the Employee in the conduct of his duties;

(E)breach of Section 5 or Section 6 of this Agreement, provided the Company has given the Employee written notice thereof and the Employee has not ceased any continuing breach and cured, to the extent practicable, any such breach within 5 days following receipt of the Company’s notice; or

(F)any other breach of this Agreement, provided the Company has given the Employee written notice thereof and the Employee has not ceased any continuing breach and cured, to the extent practicable, any such breach within 30 days following receipt of the Company’s notice; or

(vii)the Employee’s written notice to the Company of the Employee’s termination of his employment for Good Reason.  “Good Reason” shall mean (i) the Company’s breach of any provision of this Agreement, provided the Employee has given the Company written notice of such breach and the Company has not ceased any continuing breach and cured, to the extent practicable, any such breach within 30 days following receipt of the Employee’s written notice of such breach, and (ii) at any time subsequent to a Change of Control, the Company assigns to the Employee any duties materially inconsistent with the Employee’s positions, duties, responsibilities and status with the Company immediately prior to such Change of Control or the Company changes the Employee’s reporting responsibilities, titles or offices as in effect immediately prior to such Change of Control.  “Change of Control” has the meaning given to such term in the 2004 Equity Incentive Plan.

(b)Effect of Termination; Termination Pay and Benefits.

(i)If this Agreement is terminated under Section 4(a)(i), Section 4(a)(ii), Section 4(a)(iii), Section 4(a)(v) or Section 4(a)(vii):

(A)in addition to any termination pay, the Company shall pay to the Employee any accrued and unpaid Base Salary through the date of termination of employment, any earned but unpaid bonus, and a prorated bonus for the period beginning immediately after the end

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of the last period for which the Employee has earned a bonus and ending with the date of termination of his employment, basing such prorated bonus on the bonus earned by the Employee for the full year prior to the year in which the termination occurs; and

(B)as termination pay, the Company shall pay the Employee the Base Salary in effect for the year in which the termination occurs, plus the bonus earned by the Employee for the full year prior to the year in which the termination occurs, for the longer of (i) twelve (12) months after the termination occurs or (ii) the remaining term of this Agreement.  The bonus shall be prorated for any period of less than one year.  Termination pay shall be payable to the Employee in equal semi-monthly installments on the fifteenth and final days of each month or pursuant to the standard payroll cycle of the Company; and

(C)if Employee is fifty (50) or more years of age at the time his employment terminates and Employee has worked for the Company for five (5) or more years prior to his termination, then the Employee and eligible dependents at the time of the termination shall be permitted, in addition to any other benefits, to participate in the Company’s group health plans at the Employee’s expense in an amount not to exceed the applicable group rate payable by the Company or its employees (“Group Rate”), until the Employee is eligible for Medicare; provided, however, that if the Company ceases to maintain in effect any group medical plan during the coverage period or if the Employee no longer qualifies as a participant in the Company’s group medical plan the Company will make available to the Employee an equivalent individual policy of comparable coverage, the premiums of which shall be payable by the Employee in an amount up to the Group Rate in effect at the time the Company ceases to maintain any group medical plan or the Employee no longer qualifies as a participant in the Company’s group medical plan, with the Company paying any premiums in excess of the Group Rate.

(ii)If this Agreement is terminated under Section 4(a)(iv) or Section 4(a)(vi), then the Company shall pay to the Employee any accrued and unpaid Base Salary through the date of termination of employment and any earned but unpaid bonus.  The Employee shall not be entitled to any termination pay or other additional compensation.

(c)Survival of Provisions Following Termination.  Notwithstanding any termination of this Agreement, Sections 3 through 10 of this Agreement, and the rights and obligations created therein, shall survive without limitation.

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5.Confidentiality.

(a)Confidential and Proprietary Information.  The Company’s business profitability and good will are directly dependent upon the confidential development, implementation and use of various marketing and purchasing strategies, management and operating techniques, designs and systems and other matters of a similar proprietary nature. Such activities necessarily include, without limitation, reviewing financial data, presentation or sales materials, materials regarding the Company’s affiliated physician groups, materials regarding the Company’s products and lists or other compilations of information concerning aspects of the Company’s business and existing and prospective clients, and the business, operations and affairs of the Company’s existing and prospective clients  All such information is proprietary in nature, and the Company strives to keep such information confidential (hereinafter collectively referred to as the Company’s “Confidential and Proprietary Information”).

To enhance the Employee’s work performance and abilities, the Company is providing Employee Confidential and Proprietary Information contemporaneous with the execution of this Agreement and agrees to continue to provide the Employee with access to, and the right to use, its Confidential and Proprietary Information during the term of this Agreement.  The Employee acknowledges that such information is, and must be treated as, confidential.  The Employee further acknowledges that access to, and knowledge of, the Company’s Confidential and Proprietary Information will give him a competitive advantage in any future endeavors.

(b)Confidentiality Maintained.  The Employee is or will be employed in a position which is directly involved in the development and conduct of the Company’s business, and in such capacity the Employee will be provided access to and will gain knowledge of the Company’s Confidential and Proprietary Information. The Employee shall both during and after his employment by the Company preserve, protect and hold in strictest confidence the Company’s Confidential and Proprietary Information.  The Employee will at all times, during and after the term of this Agreement, strictly observe and comply with the terms of any confidentiality or similar agreements between the Company and its clients.

(c)No Use of Information.  The Employee shall not, either during or after his employment with the Company, use for himself or disclose to or use for any other persons, directly or indirectly, any of the Company’s Confidential and Proprietary Information, except in carrying out his duties and responsibilities as a director, officer or employee of the Company or as such disclosure or use is expressly authorized by the Company in writing.

(d)Non-Removal of Records.  All Confidential and Proprietary Information and all files, reports, computer discs, tapes, cards or other computer records, materials, designs, records, documents, notes, memoranda, specifications, equipment and other items, and any originals or copies thereof, relating to the business of the Company which the Employee either provided, prepares himself, uses, or otherwise acquires during his employment with the Company, are and shall remain the sole and exclusive property of the Company, and no such items (to the extent they exist or are recorded in any tangible form) shall be removed from the Company’s premises without the prior consent of the Company or in accordance with the Company’s policies, and all such items shall be immediately returned to the Company upon termination of the Employee’s employment with the Company.

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(e)Exceptions.

(i)The restrictions contained in this Section 5 shall not apply to any information that is or becomes generally available to and known by the public (other than as a result of unpermitted disclosure directly or indirectly by the Employee or his affiliates, advisors or representatives).

(ii)It shall not be a breach or violation of the Employee’s covenants under Section 5 if a disclosure is made pursuant to a court order, a valid administrative subpoena or a lawful request for information  by an administrative or regulatory agency. The Employee shall give the Company prompt notice of any such court order, subpoena or request for information.

6.Non-Competition and Non-Solicitation.

(a)Consideration Acknowledged.  The Employee acknowledges that his employment with the Company has been, and will continue to be, special, unique and of an extraordinary character and that, in connection with such employment, he has acquired, acquires, and will continue to acquire, special skills and training.  The Employee further acknowledges that the covenants contained in this Section 6 are an essential part of his engagement by the Company and that, but for his agreement to comply with such covenants, the Company would not have entered into this Agreement.  Finally, the Employee acknowledges that in consideration of the Company’s agreement to provide him the Confidential and Proprietary Information contemporaneous with the execution of this Agreement and during the term of this Agreement and to allow Employee to use such Confidential and Proprietary Information in accordance with the terms of this Agreement, Employee agrees to the covenants contained in this Section 6 and that this Confidential and Proprietary Information provides him a competitive advantage against the Company.

(b)Employee Covenants.  The Employee covenants, and agrees, that he shall not, while employed by the Company and for a period of one (1) year after the termination of his employment with the Company:

(i)Directly or indirectly, either as principal, agent, independent contractor, consultant, director, officer, employee, employer, advisor, stockholder, partner or in any other individual or representative capacity whatsoever, either for his own benefit or for the benefit of any other person or entity either (a) hire, attempt to hire, contact or solicit with respect to hiring any employee of the Company or (b) induce or otherwise counsel, advise or encourage any employee of the Company to leave the employment of the Company and with whom the Employee had contact, directly or indirectly, or about whom the Employee had knowledge; or

(ii)Directly or indirectly, either as principal, agent, independent contractor, consultant, director, officer, employee, employer, advisor, stockholder, partner or in any other individual or representative capacity whatsoever,

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either for his own benefit or for the benefit of any other person or entity, solicit, divert or take away any existing or prospective customers, clients, affiliated physician groups or affiliated physicians of the Company who were such during his employment with the Company; or

(iii)Act or serve in a capacity similar to the Employee’s position with the Company, directly or indirectly, as principal, agent, independent contractor, consultant, director, officer, employee, employer or advisor or in any other position or capacity with or for, or acquire a direct or indirect ownership interest in or otherwise conduct (whether as stockholder, partner, investor, joint venturer or as owner of any other type of interest) any business, undertaking or entity that conducts a business similar to the Business (as hereinafter defined) or provides or sells a service which is the same or substantially similar to, or otherwise competitive with, the services provided by the Business within the United States of America.  “Business” shall mean (i) management and administration of the non-medical aspects of oncology and diagnostic radiology practices, including, without limitation, oncology pharmaceutical management, cancer research and development services, and outpatient cancer center development and management, (ii) operation and management of a clinical research or site management organization focusing on oncology or diagnostic radiology, (iii) any Internet or technology based applications focusing on oncology or diagnostic radiology or (iv) any business or undertaking substantially similar to any of the foregoing.

(c)Anti-Disparagement.  The Employee shall not, either during or after the termination of the Employee’s employment with the Company, make any public or private remark or comments that are intended to be, or could reasonably be construed as, disparaging of Parent or the Company, or their respective directors, officers, products, business, or services.  Likewise, Parent and the Company shall not, either during or after the termination of the Employee’s employment with the Company, make any public or private remark or comments that are intended to be, or could reasonably be construed as, disparaging of the Employee.

(d)Limitation on Scope.  Should any portion of this Section 6 be deemed unenforceable because of the scope, duration or territory encompassed by the undertakings of the Employee hereunder, and only in such event, then the parties consent and agree to such limitation of scope, duration or territory as may be finally adjudicated as enforceable by a court of competent jurisdiction after the exhaustion of all appeals.

7.Remedies and Dispute Resolution.

With respect to each and every breach or violation or threatened breach or violation by the Employee of Section 5 or Section 6 of this Agreement, the Company may in addition to all other remedies available to it, file a lawsuit or otherwise apply to any court of competent jurisdiction for entry of an immediate order enjoining or restraining the Employee from engaging in any such breach of violation or threatened breach or violation by the Employee.

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With the exception of the Company’s right to seek injunctive relief in a judicial forum for any breach or violation or threatened breach or violation by the Employee of Section 5 or Section 6 of this Agreement, all disputes between the Employee and the Company that arise out of concern, or are based, in whole or in part, upon any provision of this Agreement shall be resolved through binding arbitration conducted under the Employment Arbitration Procedures of the American Arbitration Association.  The parties shall bear their own costs in any such arbitration proceeding; provided, however, that the Company shall reimburse the Employee for the Employee’s legal costs, including attorneys’ fees, incurred in such arbitration proceeding if the Employee substantially prevails in such arbitration proceeding.

8.Severability.

The provisions of this Agreement are severable, and any judicial determination that one or more of such provisions, or any portion thereof, is invalid or unenforceable shall not affect the validity or enforceability of any other provisions, or portion thereof, but rather shall cause this Agreement to first be construed in all respects as if such invalid or unenforceable provisions, or portions thereof, were modified to terms which are valid and enforceable and provide the greatest protection to the Company’s business and interests; provided, however, that if necessary to render this Agreement enforceable, it shall be construed as if such invalid or unenforceable provisions, or portions thereof, were omitted.

9.No Assignment.

(a)Employee.  This Agreement is personal and without the prior written consent of the Company shall not be assignable by the Employee.

(b)Company and Parent.  This Agreement is personal and without the prior written consent of the Employee shall not be assignable by the Company or Parent.

10.Miscellaneous.

(a)Governing Law; Captions; Amendment.  This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware, without reference to principles of conflict of laws.  The captions of this Agreement are not part of the provisions hereof and shall have no force or effect.  This Agreement may not be amended or modified otherwise than by a written agreement executed by the parties hereto or their respective successors and legal representatives.

(b)Notices.  All notices and other communications hereunder shall be in writing and shall be given by hand delivery to a party or by registered or certified mail, return receipt requested, postage prepaid, to a party at the following address:

If to the Employee:

16825 Northchase Drive, Suite 1300

Houston, Texas 77060

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If to the Company or Parent:

16825 Northchase Drive, Suite 1300

Houston, Texas 77060

Attn:  Chief Executive Officer

or to such other address as any party shall have furnished to the other in writing in accordance herewith.  Notice and communications shall be effective when actually delivered to the addressee or when delivered to the address specified in accordance with the terms of this Agreement.

(c)Entire Agreement.  This Agreement contains the entire understanding of the Company, Parent and the Employee with respect to the subject matter hereof and supersedes and completely replaces any earlier agreement, written or oral, with regard thereto, including that certain Employment Agreement dated [                     ] by and between US Oncology, Inc. (the “Previous Employment Agreement”).  Notwithstanding the preceding sentence, this Agreement incorporates and supplements [Sections 5 and 6]of the Previous Employment Agreement; provided, however, to the extent this Agreement contradicts or conflicts with these incorporated provisions, this Agreement will control.

(d)Delinquent Payments.  Any payment required to be paid by the Company under this Agreement which is not paid within five days of receipt by the Company of the Employee’s demand therefor shall thereafter be deemed delinquent, and the Company shall pay to the Employee immediately upon demand interest at the highest nonusurious rate per annum allowed by applicable law from the date such payment becomes delinquent to the date of payment of such delinquent sum.

[Signature Page Follows]

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IN WITNESS WHEREOF, the Employee has hereunto set his hand and the Company has caused this Agreement to be executed in its name and on its behalf, all as of the day and year first above written.

US ONCOLOGY, INC.
By:
	[                   ]

US ONCOLOGY HOLDINGS, INC.
By:
	[                   ]

EMPLOYEE

[                   ]

SIGNATURE PAGE TO EMPLOYMENT AGREEMENT

EX-10.4

Exhibit 10.4

FORM OF US ONCOLOGY HOLDINGS, INC.
RESTRICTED STOCK AWARD AGREEMENT
UNDER THE 2004 EQUITY INCENTIVE PLAN

This Restricted Stock Award Agreement (this “Agreement”) is made as of August 20, 2004 (the “Effective Date”), between US Oncology Holdings, Inc., a Delaware corporation (the “Company”), and [                    ] (the “Participant”).

WHEREAS, the Company has adopted the 2004 Equity Incentive Plan (the “Plan”), all of the terms and provisions of which are incorporated herein by reference and made a part hereof;

WHEREAS, the Company or a Subsidiary thereof has retained the Participant to provide valuable services to the Company and its Subsidiaries;

WHEREAS, in order to provide an incentive to the Participant in respect of his employment with or other service to the Company and its Subsidiaries, the Company has approved and authorized the issuance of certain shares of the Common Stock of the Company, par value $0.001 per share (the “Stock”), to the Participant, subject to the terms of the Plan and this Agreement; and

WHEREAS, all capitalized terms used but not defined herein shall have the meanings set forth in the Plan.

NOW, THEREFORE, in consideration of the services rendered and to be rendered by the Participant, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Company and the Participant agree to the terms and conditions set forth herein.

1.Award of Restricted Stock.  Subject to the Participant’s execution and delivery of the Stockholders Agreement dated as of August 20, 2004 among the Company and its stockholders party thereto, the Company hereby awards and issues to the Participant, effective as of the date hereof, [                 ] shares of Stock (the “Restricted Stock”).

2.Vesting Schedule.

(a)Subject to the further provisions of this Agreement, [            ] shares of the Restricted Stock shall vest as set forth below:

Vesting Date	Cumulative Shares of Restricted Stock Vested After Such Vesting Date
August 20, 2005	[                   ]
August 20, 2006	[                   ]
August 20, 2007	[                   ]
August 20, 2008	[                   ]
August 20, 2009	[                   ]

(b)Subject to the further provisions of this Agreement, the remaining [            ] shares of the Restricted Stock shall vest on August 20, 2009.  Notwithstanding the preceding sentence, the shares of Restricted Stock described in the preceding sentence shall vest at earlier dates, in the amounts and under the conditions as set forth below:

(i)If the results of any fiscal year of the Company beginning with the fiscal year ending December 31, 2004 are such that ROIC equals or exceeds Forecast ROIC for such fiscal year, then 130,000 shares of Restricted Stock subject to vesting under this Section 2(b) that have not yet vested shall vest.

(ii)If the results of the Company’s fiscal year ending December 31, 2006 or any fiscal year thereafter are such that ROIC equals or exceeds Forecast ROIC for such fiscal year, then all shares of Restricted Stock subject to vesting under this Section 2(b) that have not yet vested shall vest.

(iii)Any vesting under this Section 2(b) shall occur when the Committee determines that the condition described in Section 2(b)(i) or (ii) has been satisfied, which determination shall be made not later than March 31 of the fiscal year following the fiscal year for which the determination is being made.

(iv)“Accreted Value” has the meaning provided for such term in the Company’s Amended and Restated Certificate of Incorporation.

“Approved One Time Items” means one-time or non-recurring charges to the Company’s earnings, gains or losses which the Committee, in its sole discretion, reasonably determines should appropriately be excluded from and not taken into account in the calculation of EBITDA because they do not arise from the Company’s normal operating activities, including without limitation, and only as examples, (w) charges or expenses incurred as a result of or in connection with the merger of a subsidiary of the Company with and into US Oncology, (x) charges or gains resulting from prepayment of financings, (y) writeoffs of long-term assets or (z) gains or losses upon dispositions of assets.

“Average Capital Employed” means, for any fiscal year, the arithmetic mean of the Capital Employed at the opening of business on the first day of the fiscal year and at the close of business on the last day of each fiscal quarter ending within the fiscal year.

“Capital Employed” means, as of any date, the excess of (x) the sum of (A) the Common Equity Value, plus (B) the Preferred Equity Value, plus (C) the Outstanding Debt, over (y) the Company’s consolidated cash and cash equivalents.

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“Common Equity Value” means, as of any date, the aggregate consideration paid to the Company in respect of the issuance of the shares of Stock then outstanding and the Conversion Constant Shares issuable in respect of the shares of Preferred Stock then outstanding (but excluding any other shares issuable or issued upon conversion of or otherwise in exchange for the Preferred Stock); provided, that Stock issued in exchange for or in respect of services provided or to be provided to the Company shall be deemed to have been issued for no consideration for purposes of the determination of Common Equity Value.  For the avoidance of doubt, Common Equity Value shall equal $1 in respect of (x) each share of Stock purchased pursuant to the Subscription Agreement and (y) the Conversion Constant Shares issuable in respect of each share of Preferred Stock purchased pursuant to the Subscription Agreement.

“Conversion Constant Shares” means a number of shares of Stock equal to the Conversion Constant, as defined in the Company’s Amended and Restated Certificate of Incorporation.

“EBITDA” means, for any period, the Company’s consolidated earnings before interest, taxes, depreciation, amortization, any other non-cash charges and Approved One Time Items, based upon the Company’s regularly prepared quarterly and annual financial statements, adjusted as necessary to reflect the application of the generally accepted accounting principles utilized by US Oncology in connection with the preparation of its 2003 annual financial statements.

“Forecast ROIC” means, for any fiscal year, or portion thereof, the percentage set forth below:

Fiscal Year	Forecast ROIC
2004	14.5%
2005	12.5%
2006 and thereafter	14.2%

“Outstanding Debt” means, as of any date, the Company’s consolidated outstanding debt, minus any accrued and unpaid interest thereon, determined in accordance with the generally accepted accounting principles utilized by US Oncology in connection with the preparation of its 2003 annual financial statements, and including obligations and liabilities under any synthetic leasing facilities.

“Preferred Equity Value” means, as of  any date, the aggregate Accreted Value of all shares of Preferred Stock then outstanding.

“Preferred Stock” means the Company’s Participating Preferred Stock, par value $0.001 per share.

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“ROIC” means, for any fiscal year, the quotient, expressed as a percentage, of (x) EBITDA divided by (y) Average Capital Employed.

“Subscription Agreement” means the Stock Subscription and Exchange Agreement dated as of August 20, 2004 among the Company and the Purchasers named therein.

“US Oncology” means US Oncology, Inc., a Delaware corporation.

Subject to Section 6 hereof, the period beginning on the date hereof through and including the vesting date for any shares of Restricted Stock shall be referred to herein as the “Restricted Period” with respect to such shares of Restricted Stock.

3.Transferability. Shares of Restricted Stock which have not vested may not be sold, assigned, transferred, pledged, or otherwise disposed of under any circumstances during the applicable Restricted Period unless otherwise provided by the Plan.  The Restricted Stock shall not be subject to execution, attachment or similar process during the applicable Restricted Period.  Upon any attempt to transfer, assign, pledge, or otherwise dispose of the Restricted Stock during the applicable Restricted Period contrary to the provisions of the Plan or this Agreement, or upon the levy of any attachment or similar process upon the Restricted Stock during the applicable Restricted Period, the Restricted Stock shall immediately be forfeited to the Company and cease to be outstanding.

4.Investment Representation.

(a)The Restricted Stock is awarded under this Agreement at a time when there is not in effect under the Securities Act of 1933, as amended (the “Securities Act”), a registration statement relating to the shares of Restricted Stock awarded and there is not available for delivery to the Participant a prospectus meeting the requirements of Section 10(a)(3) of the Securities Act.  The Participant represents and agrees that (i) the Participant is acquiring the shares of Restricted Stock for the purpose of investment and not with a view to their resale or distribution and (ii) prior to selling or offering for sale any such shares, the Participant will furnish the Company with an opinion of counsel satisfactory to the Company to the effect that such sale may lawfully be made and will furnish it with such certificates as to factual matters as it may reasonably request.

(b)Certificates representing shares of Restricted Stock shall be marked with the following legend or any other legend which counsel for the Company considers necessary or advisable to comply with the Securities Act and the other provisions of this Agreement relating to the transfer of Stock:

“The shares of stock represented by this certificate have not been registered under the Securities Act of 1933 or under the securities laws of any state and may not be sold or transferred except upon such registration or upon receipt by the Company of an opinion of counsel satisfactory to the Company that registration is not required for such sale or transfer.”

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(c)The Company may, but except as provided in the Registration Rights Agreement dated as of August 20, 2004 among the Company and its stockholders party thereto (the “Registration Rights Agreement”) shall in no event be obligated to, register the Restricted Stock pursuant to the Securities Act, and in the event any shares of Restricted Stock are so registered the Company may remove any legend on certificates representing such shares of Restricted Stock.  Except as provided in the Registration Rights Agreement, the Company shall not be obligated to take any affirmative action in order to cause the issuance of shares of Restricted Stock pursuant hereto to comply with any law or regulation of any governmental authority.

5.Forfeiture of Restricted Stock.  Any shares of Restricted Stock issued pursuant to this Agreement which have not vested shall immediately be forfeited to the Company and cease to be outstanding upon the termination, for any reason, of the Participant’s employment and service with the Company and all its Subsidiaries.

6.Acceleration of Vesting Upon Change of Control or IPO.

(a)Upon a Change of Control all Restricted Periods shall terminate, all Restricted Stock shall be vested in full and all limitations on the Restricted Stock set forth in this Agreement shall automatically lapse.

(b)Upon a Qualified IPO, the Restricted Periods shall terminate to the extent necessary to cause the accelerated vesting and termination of the Restricted Periods with respect to 50% of all shares of Restricted Stock remaining unvested immediately prior to the application of this Section 6(b), first terminating the Restricted Periods of and vesting Restricted Stock subject to vesting under Section 2(a), in inverseorder of vesting date, before terminating the Restricted Periods of and vesting Restricted Stock subject to vesting under Section 2(b).

7.Federal Income Tax Election.  Within 30 days after the date of this Agreement, the Participant shall make an election with the Internal Revenue Service under Section 83(b) of the Internal Revenue Code of 1986, as amended (the “Code”), and the regulations promulgated thereunder, and thereafter the Participant shall provide the Company with a copy of such election.

8.Reimbursement for Taxes.  Upon the termination of the Participant’s employment by the Company and all its Subsidiaries for any reason other than the Participant being Terminated for Cause, the Company shall reimburse the Participant for the amount of any income and employment related taxes payable or paid by the Participant as the result of the Participant’s election under Section 83(b) of the Code with respect to shares of Restricted Stock which are forfeited as the result of such termination of the Participant’s employment (the “Reimbursement”).  The Participant shall also receive an additional payment in an amount such that after payment by or on behalf of the Participant of all income and employment related taxes on the Reimbursement and the payment described in this sentence, the Participant is in the same financial position that the Participant would have been had no portion of the Reimbursement been subject to any such taxes.  Any payment required to be paid by the Company under this Section 8 which is not paid within five days of receipt by the Company of the Participant’s

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demand therefor shall thereafter be deemed delinquent, and the Company shall pay to the Participant immediately upon demand interest at the highest nonusurious rate per annum allowed by applicable law from the date such payment becomes delinquent to the date of payment of such delinquent sum.

9.Tax Indemnification.  Following any Final Determination of Additional Taxes, the Company hereby agrees to indemnify, defend and hold harmless the Participant from and against, and will pay the amount of, any and all Additional Taxes up to but not in excess of the Company Tax Benefit.

“Final Determination” shall mean shall mean (i) a decision, judgment, decree or other order by any court of competent jurisdiction, which decision, judgment, decree or other order has become final (i.e., when all allowable appeals have been exhausted by either party to the action or the time for filing such appeals has passed); (ii) any settlement agreement entered into in connection with any administrative or judicial proceeding, including but not limited to, a closing agreement entered into pursuant to Section 7121 of the Code or (iii) the expiration of the time for instituting a claim for refund, or if such a claim was filed, the expiration of the time for instituting suit with respect thereto.

“Additional Taxes” shall mean the additional federal, state and local taxes, plus all applicable penalties and interest, assessed against the Participant resulting from or arising out of a dispute as to the fair market value of the Restricted Stock on the date of its issuance to the Participant (determined without regard to any lapse restriction, as defined in Treasury Regulation Section 1.83-3(i)).

“Company Tax Benefit” shall mean the amount of the reduction in the Company’s federal, state and local taxes, plus any applicable interest on any refunds resulting from any such reduction, arising from a Final Determination of Additional Taxes.  To the extent that as a result of net operating losses, including a carryover or carryback of any net operating losses, any part of the reduction in the Company’s federal, state and local taxes is not realized until a tax year following the tax year in which the Company received a tax deduction as the result of the Participant’s election under Section 83(b) of the Code (“83(b) Election Year”), but not later than the tax year in which the Final Determination of Additional Taxes falls (“Future Tax Benefit”), then the Company Tax Benefit shall include only the present value of the Future Tax Benefit, discounted from the last day of the tax year in which the Future Tax Benefit is realized to the last day of the 83(b) Election Year using a discount rate equal to the overpayment rate determined in accordance with Section 6621(a)(1) of the Code.  The Company Tax Benefit will not include the amount of any reduction in federal, state or local taxes that will not be realized until after the tax year in which the Final Determination of Additional Taxes falls.

10.Plan Governing.  The Participant hereby acknowledges receipt of a copy of the Plan and accepts and agrees to be bound by all of the terms and conditions of the Plan as if set out verbatim in this Agreement.  In the event of a conflict between the terms of the Plan and the terms of this Agreement, the terms of the Plan shall control.

11.Miscellaneous.  This Agreement may be amended only by written agreement of the Participant and the Company and may be amended without the consent of any other person.

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The provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors, representatives, heirs, descendants, distributees and permitted assigns.  This Agreement may be executed in any number of counterparts, each of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument.

[Signature page follows]

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IN WITNESS WHEREOF, the parties have executed this Agreement effective as of the Effective Date.

US ONCOLOGY HOLDINGS, INC.
By:
	[                   ]

PARTICIPANT:

[                   ]

SIGNATURE PAGE TO RESTRICTED STOCK AWARD AGREEMENT

EX-10.5

Exhibit 10.5

FORM OF US ONCOLOGY HOLDINGS, INC.
UNIT AWARD AGREEMENT
UNDER THE 2004 LONG-TERM CASH INCENTIVE PLAN

This Unit Award Agreement (this “Agreement”) is made as of August 20, 2004 (the “Effective Date”), between US Oncology Holdings, Inc., a Delaware corporation (the “Company”), and [            ] (the “Participant”).

WHEREAS, the Company has adopted the 2004 Long-Term Cash Incentive Plan (the “Plan”), all of the terms and provisions of which are incorporated herein by reference and made a part hereof;

WHEREAS, the Company or a Subsidiary thereof has employed the Participant to provide valuable services to the Company or such Subsidiary;

WHEREAS, in order to provide an incentive to the Participant in respect of his employment with the Company or such Subsidiary, the Committee has approved and authorized the award of Units to the Participant, subject to the terms of the Plan and this Agreement; and

WHEREAS, all capitalized terms used but not defined herein shall have the meanings set forth in the Plan.

NOW, THEREFORE, in consideration of the services rendered and to be rendered by the Participant, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Company and the Participant agree to the terms and conditions set forth herein.

1.Award of Units.  The Company hereby awards to the Participant, effective as of the date hereof, [            ] Units.

2.Transferability. Units are not transferable and may not be sold, assigned, transferred, pledged, or otherwise disposed of under any circumstances, except as designated by the Participant by will or by the laws of descent and distribution.  The Units shall not be subject to execution, attachment or similar process.  Upon any attempt to sell, assign, transfer, pledge, or otherwise dispose of Units or any rights under this Agreement contrary to the provisions of the Plan or this Agreement, or upon the levy of any attachment or similar process upon the Units or such rights, the Units and such rights shall immediately become null and void.

3.Forfeiture of Units.  As provided in the Plan, the Units awarded pursuant to this Agreement shall immediately be forfeited to the Company and cease to be outstanding upon the termination of the Participant’s employment with the Company or its Subsidiaries for any reason other than death or Disability.  Upon the termination of the Participant’s employment due to the Participant’s death or Disability, 50% of the Units awarded pursuant to this Agreement shall immediately be forfeited to the Company and cease to be outstanding, and the remaining 50% of the Units awarded pursuant to this Agreement shall be vested and the Participant shall remain entitled to the benefits of this Agreement in respect of such vested Units.

4.Plan Governing.   The Participant hereby acknowledges receipt of a copy of the Plan and accepts and agrees to be bound by all of the terms and conditions of the Plan as if set out verbatim in this Agreement.  In the event of a conflict between the terms of the Plan and the terms of this Agreement, the terms of the Plan shall control.

5.Miscellaneous.  This Agreement may be amended only by written agreement of the Participant and the Company and may be amended without the consent of any other person.  The provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors, representatives, heirs, descendants, distributees and permitted assigns.  This Agreement may be executed in any number of counterparts, each of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument.

[Signature page follows]

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IN WITNESS WHEREOF, the parties have executed this Agreement effective as of the Effective Date.

US ONCOLOGY HOLDINGS, INC.
By:
	[                   ]

PARTICIPANT:

[                   ]

SIGNATURE PAGE TO UNIT AWARD AGREEMENT

EX-10.6

Exhibit 10.6

US ONCOLOGY HOLDINGS, INC.
2004 EQUITY INCENTIVE PLAN

ARTICLE I
GENERAL

1.1Purpose.  The mission of US Oncology Holdings, Inc. is, through the proposed merger of its wholly-owned subsidiary Oiler Acquisition Corp. with and into US Oncology, Inc., to increase access to and advance the delivery of high-quality cancer care in community-based settings throughout the United States. The Company understands that it must have a highly motivated, focused and committed management team and employee base to accomplish its mission and objectives.  The 2004 Equity Incentive Plan (the “Plan”) has been established by the Company to:

(a)attract and retain employees of the Company and its Subsidiaries, qualified individuals to serve as non-employee members of the Board of Directors of the Company, and consultants to provide services to the Company and its Subsidiaries;

(b)motivate participating employees, directors and consultants, by means of appropriate incentives, to achieve long-range goals;

(c)provide incentive compensation opportunities which are competitive with those of other major corporations in its peer group; and

(d)further identify participants’ interests with those of the Company’s other stockholders through compensation alternatives based on the Company’s stock;

and thereby promote the long-term financial interest of the Company and its Subsidiaries, including the growth in value of the Company’s equity and enhancement of long-term stockholder return.

1.2Effective Date.  The Plan has been unanimously approved by all the stockholders of the Company and shall be effective as of the Effective Time.  The Plan shall terminate ten years after the Effective Time; provided, that the provisions of Article V of the Plan shall survive such termination in accordance with the terms thereof.

1.3Definitions.  The following definitions are applicable to the Plan.

(a)“1934 Act” means the Securities Exchange Act of 1934, as amended, or any successor statute.

(b)“Affiliate” means, with respect to any specified Person, a Person that directly, or indirectly through one or more intermediaries, Controls, is Controlled by or is under common Control with, the specified Person; provided, that, for purposes of the definition of Third Party contained in Section 5.2(a) of the Plan, no portfolio company of WCAS IX (or of any other investment partnership under common control with WCAS IX) shall be deemed to be an Affiliate of the Company or WCAS IX unless a majority of

the outstanding voting securities of such portfolio company are owned by WCAS IX and/or such other investment partnership.

(c)“Board” means the Board of Directors of the Company.

(d)“Business Day” means a day other than a day on which commercial banks in New York, New York or Houston, Texas are authorized or required by law to close.

(e)“Change of Control” has the meaning provided for such term in the Company’s Amended and Restated Certificate of Incorporation.

(f)“Code” means the Internal Revenue Code of 1986, as amended.

(g)“Committee” means the compensation committee of the Board (or, if there is no such committee, the Board committee performing equivalent functions), which, from and after the date the Company registers any class of its equity securities pursuant to Section 12 of the 1934 Act, shall be comprised of at least two members of the Board who are (i) “non-employee directors” as defined under rules and regulations promulgated under Section 16(b) of the 1934 Act and (ii) “outside directors” as defined in Section 162(m) of the Code.  The Board shall have the power to fill vacancies on the Committee arising by resignation, death, removal or otherwise.  The Committee may delegate ministerial tasks to such persons as it deems appropriate.

(h)“Company” means US Oncology Holdings, Inc., a Delaware corporation.

(i)“Control” (including the terms “Controlling”, “Controlled by” and “under common Control with”) means the possession, direct or indirect, of the power to direct or cause the direction of the management and policies of a Person, whether through the ownership of voting securities, by contract or otherwise.

(j)“Disabled” means the person so affected is unable to engage in substantial gainful activity by reason of any medically determinable physical or mental impairment which can be expected to result in death or which has lasted or can be expected to last for a continuous period of not less than one hundred eighty (180) days. The Committee shall have sole discretion to determine whether a Participant is Disabled for purposes of the Plan.

(k)“Effective Time” has the meaning given to such term in the Merger Agreement.

(l)“Fair Market Value” means, with respect to a share of Stock on any date herein specified, (i) if the shares of Stock are listed or admitted for trading on a national securities exchange, the reported closing sales price regular way, or, in case no such reported sale takes place on such day, the average of the reported closing bid and asked prices regular way, in either case on the principal national securities exchange on which the shares of Stock are listed or admitted for trading, or (ii) if the shares of Stock are not listed or admitted for trading on a national securities exchange, (A) the closing transaction price of the shares of Stock on the National Association of Securities Dealers

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Automated Quotation System (“NASDAQ”) or, in the case no such reported transaction takes place on such day, the average of the reported closing bid and asked prices thereof quoted on NASDAQ, or (B) if the shares of Stock are not quoted on NASDAQ, the average of the closing bid and asked prices of the shares of Stock in the over-the-counter market, as reported by The National Quotation Bureau, Inc., or an equivalent generally accepted reporting service, or (iii) if on any such day the shares of Stock are not quoted by any such organization, the fair market value per share of Stock on such day, as determined in good faith by the Committee.  If the Fair Market Value of Stock is to be determined as of a day other than a trading day, the Fair Market Value of Stock for such day shall be determined as described above on the last trading day ending prior to the date as of which the determination is being made.  If, in the discretion of the Committee, another means of determining Fair Market Value shall be necessary or advisable in order to comply with the requirements of Section 162(m) of the Code or any other applicable law, governmental regulation, or ruling of any governmental entity, then the Committee may provide for another means of such determination.

(m)“Incentive Stock Option” means a Stock Option intended to qualify as an incentive stock option within the meaning of Section 422 of the Code.

(n)“Merger Agreement” means that certain Agreement and Plan of Merger dated as of March 20, 2004 made and entered into by and among the Company, Oiler Acquisition Corp. and US Oncology.

(o)“Option Date” means, with respect to any Stock Option, the date on which the Stock Option is awarded under the Plan.

(p)“Option Share” means any share of Stock issued upon exercise of a Stock Option, regardless of whether the Holder of such share is the Participant in respect of which such Stock Option was originally issued under the Plan or a transferee thereof.

(q)“Non-Qualified Stock Option” means a Stock Option other than an Incentive Stock Option.

(r)“Participant” means any employee of the Company or any Subsidiary, any non-employee member of the Company’s Board, and any consultant providing services to the Company or any Subsidiary, who is selected by the Committee to participate in the Plan.

(s)“Permitted Transferees” means a member of a Participant’s immediate family, trusts for the benefit of the Participant or such immediate family members, and partnerships in which the Participant or such immediate family members are the only partners, provided that no consideration is provided for the transfer.  Immediate family members shall include a Participant’s spouse and descendants (children, grandchildren and more remote descendants), and shall include step-children and relationships arising from legal adoption.

(t)“Person” means any natural person, corporation, limited liability company, partnership, trust, joint stock company, business trust, unincorporated

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association, joint venture, governmental authority or other legal entity of any nature whatsoever.

(u)“Qualified IPO” has the meaning provided for such term in the Company’s Amended and Restated Certificate of Incorporation.

(v)“Restricted Period” has the meaning given to it in Article IV.

(w)“Restricted Stock” has the meaning given to it in Article IV.

(x)“Retirement” means the termination of employment from the Company constituting retirement as determined by the Committee.

(y)“Stock” means the Common Stock of the Company, par value $0.001 per share.

(z)“Stock Option” means the right of a Participant to purchase Stock pursuant to an Incentive Stock Option or a Non-Qualified Stock Option awarded pursuant to the provisions of the Plan.

(aa)“Subsidiary” means, during any period, any corporation or other entity of which 50% or more of the total combined voting power of all classes of stock (or other equity interests in the case of an entity other than a corporation) entitled to vote is owned, directly or indirectly, by the Company.

(bb)“Terminated for Cause” shall mean that a Participant’s employment is terminated as a result of a breach of his or her written employment agreement, or for “cause” as specified in a written employment agreement, if the Participant is party to a written employment agreement with the Company or any Subsidiary, or, with respect to a Participant that is not a party to a written employment agreement with the Company or any Subsidiary, if the Committee determines that such Participant is being terminated as a result of malfeasance, misconduct, dishonesty, disloyalty, disobedience or action that might reasonably be expected to injure the Company or its business interests or reputation.

(cc)“Transfer” means a transfer, sale, assignment, pledge, hypothecation or other disposition (including by operation of law), whether directly or indirectly pursuant to the creation of a derivative security, the grant of an option or other right or the imposition of a restriction on disposition or voting.

(dd)“US Oncology” means US Oncology, Inc., a Delaware corporation.

(ee)“WCAS IX” shall mean Welsh, Carson, Anderson & Stowe IX, L.P., a Delaware limited partnership.

1.4Administration.  The Plan shall be administered by the Committee.  If for any reason there is no Committee, the duties of the Committee shall be performed by the Board.  Subject to the provisions of the Plan, the Committee shall have authority to select Participants to

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receive awards of Stock Options or Restricted Stock, to determine the time or times of receipt, to determine the types of awards and the number of shares covered by the awards, to establish the terms, conditions, performance criteria, restrictions, and other provisions of such awards, and to amend, modify or suspend outstanding awards; provided, that, except as expressly provided in the Plan, the Committee may not, without the Participant’s consent, alter the terms of any award so as to affect adversely the Participant’s rights under the award unless the Committee expressly reserved the right to do so at the time of the award.  Notwithstanding the foregoing proviso, and subject to Section 5.4, the provisions of Article V of the Plan can be amended, modified, supplemented or otherwise altered without the consent of any Participant or Holder of Option Shares so long as all Participants and Holders of Option Shares are treated in the same manner by such alteration.  The Committee is authorized to interpret the Plan, to establish, amend, and rescind any rules and regulations relating to the Plan, to determine the terms and provisions of any agreements made pursuant to the Plan, to modify such agreements, and to make all other determinations that may be necessary or advisable for the administration of the Plan; provided, that, if any such interpretation, rule, regulation, agreement, modification or other determination would adversely affect the rights of WCAS IX under Article V of the Plan, the Committee shall not take such action without the prior written consent of WCAS IX.  Decisions of the Committee (including decisions regarding the interpretation and application of the Plan) shall be binding on the Company and on all Participants and other interested parties. From and after the date the Company registers any class of its equity securities pursuant to Section 12 of the 1934 Act, with respect to persons subject to Section 16 of the 1934 Act, transactions under the Plan are intended to comply with all applicable conditions of Rule 16b-3 or its successor rule or statute under the 1934 Act.  To the extent any provision of the Plan or action by the Committee fails to so comply, it shall be deemed null and void, to the extent permitted by law.  The Committee shall hold its meetings at such times and places as it deems advisable. A majority of the Committee shall constitute a quorum for a meeting. All determinations of the Committee shall be made by a majority of its members attending the meeting. Furthermore, any decision or determination reduced to writing and signed by all of the members of the Committee shall be as effective as if it had been made by a majority vote at a meeting properly called and held.

1.5Participation.  Subject to the terms and conditions of the Plan, the Committee shall determine and designate, from time to time, the employees, non-employee Board members and consultants of the Company or any of its Subsidiaries who will participate in the Plan.  In the discretion of the Committee, a Participant may be awarded Stock Options or Restricted Stock, and more than one award may be granted to a Participant.  Except as otherwise agreed to by the Company and the Participant, any award under the Plan shall not affect any previous award to the Participant under the Plan or any other plan maintained by the Company or any of its Subsidiaries.

1.6Shares Subject to the Plan.  The shares of Stock with respect to which awards may be made under the Plan shall be either authorized and unissued shares or issued shares.  Subject to adjustment pursuant to the provisions of Section 1.11, the number of shares of Stock that may be delivered in respect of awards granted under the Plan for the grant of Stock Options shall not exceed 3,933,595 shares in the aggregate.  Subject to such overall limit, up to 3,933,595 shares of Stock may be issued upon the exercise of Incentive Stock Options and up to 3,933,595 shares of Stock may be issued upon the exercise of Non-Qualified Stock Options.  The number of shares of Stock available under the Plan for issuance as Restricted Stock shall not exceed 22,290,371

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shares in the aggregate.  If any award under the Plan or any portion of the award, shall expire, terminate or be forfeited or cancelled, or be settled in cash pursuant to the terms of the Plan and, therefore, any such shares are no longer distributable under the award, such shares of Stock shall again be available for award under the Plan, subject to the foregoing limits.  From and after the date the Company is required to register any class of its equity securities under Section 12 of the 1934 Act, the maximum number of shares with respect to which Stock Options may be granted under the Plan to any single Participant in any 12 month period shall be 3,933,595.  Notwithstanding the foregoing, in order to comply with Section 162(m) of the Code, the Committee shall take into account that (1) if a Stock Option is canceled, the canceled Stock Option continues to be counted against the maximum number of shares for which Stock Options may be granted to the Participant under the Plan and (2) for purposes of Section 162(m) of the Code, if after the grant of a Stock Option, the Committee reduces the purchase price of the Stock Option, the transaction is treated as a cancellation of the Stock Option and a grant of a new Stock Option, and in such case, both the Stock Option that is deemed to be canceled and the Stock Option that is deemed to be granted reduce the maximum number of shares for which Stock Options may be granted to the Participant under the Plan.

1.7Compliance With Applicable Laws.  Notwithstanding any other provision of the Plan, the Company shall have no liability to issue any shares of Stock under the Plan unless such issuance would comply with all applicable laws and the applicable requirements of any securities exchange or similar entity.  Prior to the issuance of any shares of Stock under the Plan, the Company may require a written statement that the recipient is acquiring the shares for investment and not for the purpose or with the intention of distributing the shares.  The Committee, in its discretion, may impose such conditions, restrictions and contingencies with respect to shares of Stock acquired pursuant to the exercise of a Stock Option or in connection with an award of Restricted Stock as the Committee determines to be desirable.

1.8Withholding of Taxes.  All awards and payments under the Plan are subject to withholding of all applicable taxes.  The Committee, in its sole discretion, may permit withholding obligations to be satisfied through the surrender of shares of Stock which the Participant already owns, or to which a Participant is otherwise entitled under the Plan.  The Company shall have the right to deduct from all amounts paid in cash in consequence of the exercise of a Stock Option or in connection with an award of Restricted Stock under the Plan any taxes required by law to be withheld with respect to such cash payments.  Where an employee or other person is entitled to receive shares of Stock pursuant to the exercise of a Stock Option pursuant to the Plan, the Company shall have the right to require the employee or such other person to pay to the Company the amount of any taxes that the Company is required to withhold with respect to such shares, or, in lieu thereof, and in the sole discretion of the Committee, to retain, or sell without notice, a sufficient number of such shares to cover the amount required to be withheld.  Upon the disposition (within the meaning of Section 424(c) of the Code) of shares of Stock acquired pursuant to the exercise of an Incentive Stock Option prior to the expiration of the holding period requirements of Section 422(a)(1) of the Code, the Participant shall be required to give written notice to the Company of such disposition and the Company shall have the right to require the Participant to pay to the Company the amount of any taxes that are required by law to be withheld with respect to such disposition.  The Company shall have the right to withhold from any salary, wages or other compensation payable by the Company to the Participant an amount sufficient to satisfy withholding tax requirements attributable to such

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disposition. Upon termination of the Restricted Period with respect to an award of Restricted Stock (or such earlier time, if any, as an election is made by the Participant under Section 83(b) of the Code, or any successor provisions thereto, to include the value of such shares in taxable income), the Company shall have the right to require the Participant or any other person receiving shares of Stock in respect of such Restricted Stock award to pay to the Company the amount of taxes that the Company is required to withhold with respect to such shares of Stock or, in lieu thereof, to retain or sell without notice a sufficient number of shares of Stock held by it to cover the amount required to be withheld.  The Company shall have the right to deduct from all dividends paid with respect to Restricted Stock the amount of taxes that the Company is required to withhold with respect to such dividend payments.

1.9Transferability.  Incentive Stock Options are not transferable except as designated by the Participant by will or by the laws of descent and distribution.  Incentive Stock Options may be exercised during the lifetime of the Participant only by the Participant or his guardian or legal representative.  Non-Qualified Stock Options are not transferable except as designated by the Participant by will or by the laws of descent and distribution or, if provided by the Committee in the option agreement, to Permitted Transferees in compliance with such option agreement.  Non-Qualified Stock Options may be exercised either by the Participant, his guardian or legal representative and as otherwise permitted under the laws of descent and distribution, or by a Permitted Transferee to whom any such Non-Qualified Stock Options are transferred in compliance with the terms of the option agreement therefor.  During the Restricted Period, shares of Restricted Stock awarded under the Plan are not transferable except as designated by the Participant by will or by the laws of descent and distribution or, if provided in the award agreement, to Permitted Transferees in compliance with such award agreement.  Stock Options, shares of Stock issued upon exercise of Stock Options and shares of Restricted Stock shall also be subject to the applicable provisions of Article V and any other restrictions on transfer contained in the option or award agreements relating thereto.  Without limiting the generality of the foregoing, as a condition to the granting of any award of Restricted Stock to any Participant not already a party thereto, the Company may require the Participant to execute and deliver to the Company an instrument of joinder to the Stockholders Agreement dated as of August 20, 2004 among the Company and its stockholders, as amended.

1.10Employee and Stockholder Status.  The Plan does not constitute a contract of employment or for services, and selection as a Participant will not give any employee, non-employee director or consultant the right to be retained in the employ of, nor to continue to provide services as a director or consultant to, the Company or any Subsidiary.  No award of Stock Options under the Plan shall confer upon the holder thereof any right as a stockholder of the Company.  If the transfer of shares is restricted pursuant to Section 1.9, certificates representing such shares may bear a legend referring to such restrictions.

1.11Adjustments to Number of Shares Subject to the Plan.  In the event of any change in the outstanding shares of Stock of the Company by reason of any stock dividend, split, spinoff, recapitalization, merger, consolidation, combination, extraordinary dividend, exchange of shares or other similar change, the aggregate number and class of shares of Company capital stock with respect to which awards may be made under the Plan, and the terms (including exercise price) and the number and class of shares subject to any outstanding Stock Options shall be equitably adjusted by the Committee.

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1.12Change in Stock and Adjustments; Change of Control; Qualified IPO.

(a)If, while unexercised Stock Options remain outstanding under the Plan,  the Company is merged into or consolidated with another corporation under circumstances where the Company is not the surviving corporation or the Company is liquidated or sells or otherwise disposes of substantially all its assets to another corporation, the Committee may provide for the assumption of some or all outstanding Stock Options, or for the grant of new awards in substitution therefor, by the acquiror or survivor or Affiliate of the acquiror or survivor, in each case on such terms and subject to such conditions as the Committee determines.  In the absence of such an assumption or if there is no substitution, (i) subject to the provisions of clause (ii) below, after the effective date of such merger, consolidation, liquidation or sale, as the case may be, each holder of an outstanding Stock Option shall be entitled, upon exercise of such Stock Option, to receive, in lieu of each share of Stock for which such Stock Option is exercised, shares of such stock (or other securities or consideration) as the holder of one share of Stock received pursuant to the terms of the merger, consolidation, liquidation or sale, and (ii) in the case of any such merger, consolidation, liquidation, sale or other transaction, all outstanding Stock Options may be canceled by the Committee as of a date not earlier than the effective date of any such merger, consolidation, liquidation, sale or other transaction, provided that (A) at least ten (10) days’ notice of such cancellation shall be given to each holder of a Stock Option, and (B) following receipt of any such notice each holder of a Stock Option shall have the right to exercise such Stock Option in full (without regard to any vesting or other limitations on exercise set forth in or imposed pursuant to the Plan or the award documentation relating to the Stock Option) conditioned on the consummation of such merger, consolidation, liquidation or other transaction and may defer delivery of the purchase price of any shares of Stock to be purchased upon exercise of the Stock Option until not later than five (5) business days after receipt from the Committee of written notice of such consummation or occurrence.  In the event that any acceleration of vesting pursuant to clause (ii) above would result in imposition of the excise tax imposed by Section 4999 of the Code, a Participant may elect to waive such acceleration with respect to such number of shares subject to unvested Stock Options as the Participant may designate, and the Participant shall be entitled to designate from among his unvested Stock Options the Stock Options which shall not be subject to accelerated vesting, in which case such Stock Options shall be terminated without payment of any consideration to the Participant upon the consummation of such merger, consolidation, liquidation, sale or other transaction.  In the event that the merger, consolidation, liquidation, sale or other transaction does not occur, then on notice from the Committee of such failure to occur any exercise of a Stock Option conditioned on such occurrence shall be null and void and all limitations on exercise of a Stock Option shall remain in effect as if the Committee had never sent any notice of cancellation.

(b)The agreement provided for in Section 1.13 shall set forth the effect, if any, of a Change of Control or a Qualified IPO upon any Stock Options or Restricted Stock awarded under the Plan.

1.13Agreement With Company.  At the time of any awards under the Plan, the Committee will require a Participant to enter into an agreement with the Company in a form

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specified by the Committee, agreeing to the terms and conditions of the Plan and to such additional terms and conditions, not inconsistent with the Plan, as the Committee may, in its sole discretion, prescribe.  Notwithstanding anything to the contrary contained above, each such agreement shall contain the provisions set forth in Section 5.3 of this Plan.  In the event of any inconsistency or conflict between the terms of the Plan and the agreement, the terms of the Plan shall govern.

1.14No Funds Established.  It is not intended that awards under the Plan be set aside in a trust which would qualify as an employee’s trust within the meaning of Sections 401 or 402 of the Code, or in any other type of trust, fund, or separate account. The rights of any Participant and any person claiming under such Participant shall not rise above or exceed those of an unsecured creditor of the Company.

1.15Assignment.  Except as contemplated by Section 1.9, no right or benefit under the Plan shall be subject to anticipation, alienation, sale, assignment, pledge, encumbrance, or charge, and any attempt to anticipate, alienate, sell, assign, pledge, encumber, or charge the same shall be void. No right or benefit hereunder shall in any manner be liable for or subject to any debts, contracts, liabilities, or torts of the person entitled to such benefits.

1.16Gender, Tense and Headings.  Whenever the context requires such, words of the masculine gender used herein shall include the feminine and neuter, and words used in the singular shall include the plural.  Headings as used herein are inserted solely for convenience and reference and constitute no part of the construction of the Plan.

1.17Tax Consequences.  Neither the Company nor the Committee makes any commitment or guarantee that any federal, state or local tax treatment will apply or be available to any Participant.

1.18Severability.  In the event that any provision of this Plan shall be held illegal, invalid or unenforceable for any reason, such provision shall be fully severable, but shall not affect the remaining provisions of the Plan, and the Plan shall be construed and enforced as if the illegal, invalid, or unenforceable provision had never been included herein.

1.19Amendment and Termination of Plan.  Subject to Section 5.4 hereof, the Board may at any time and in any way amend the Plan or any outstanding award, and may at any time terminate the Plan as to any future grants or awards; provided, that except as otherwise expressly provided, the Board may not alter adversely or impair the Participant’s rights under any Stock Options or Restricted Stock previously awarded under the Plan without the consent of the holder thereof.  Notwithstanding the foregoing proviso, and subject to Section 5.4, the provisions of Article V of the Plan can be amended, modified, supplemented or otherwise altered without the consent of any Participant or Holder of Option Shares so long as all Participants and Holders of Option Shares are treated in the same manner by such alteration.

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ARTICLE II
INCENTIVE STOCK OPTIONS

2.1Definition.  The award of any Incentive Stock Option under the Plan entitles the Participant to purchase shares of Stock at a price fixed at the time the option is awarded, subject to the following terms of this Article II and the terms of the award documentation.

2.2Eligibility.  The Committee shall designate the employees to whom Incentive Stock Options are to be awarded under the Plan and shall determine the number of option shares to be offered to each Participant under each Incentive Stock Option awarded.  Incentive Stock Options may be awarded only to employees of the Company or its corporate Subsidiaries.  In no event shall the aggregate Fair Market Value (determined at the time the option is awarded) of Stock with respect to which Incentive Stock Options are exercisable for the first time by an individual during any calendar year (under all plans of the Company and all Related Companies) exceed $100,000; any Stock Options awarded in excess of this limit shall be considered Non-Qualified Stock Options for federal income tax purposes, determined in the order in which the Stock Options were granted.

2.3Exercise Price.  The purchase price per share of Stock under each Incentive Stock Option shall be determined by the Committee, provided, however, that in no event shall such price be less than the greater of (a) 100% of the Fair Market Value per share of Stock as of the Option Date (110% of such Fair Market Value if the holder of the option owns stock possessing more than 10% of the combined voting power of all classes of stock of the Company or any Subsidiary) or (b) the par value per share of Stock on such date.

2.4Exercise.

(a)Each Incentive Stock Option shall become and be exercisable at such time or times and during such period or periods, in full or in such installments as may be determined by the Committee at the Option Date.  To the extent provided by the Committee, the full purchase price of each share of Stock purchased upon the exercise of any Incentive Stock Option shall be paid in cash, by delivery of shares of Stock (valued at Fair Market Value as of the day of exercise) that have an aggregate Fair Market Value equal to the exercise price and that have been outstanding for at least six months (unless the Committee approves a shorter period), by any other means acceptable to the Committee, or in any combination thereof, at the time of such exercise and, as soon as practicable thereafter, a certificate representing the shares so purchased shall be delivered to the person entitled thereto.  If payment of the purchase price of shares of Stock is paid in cash, payments shall be made only with cash, cashier’s check, certified check, official bank check or postal money order payable to the order of the Company in the amount (in United States dollars) of the purchase price.  If payment of such purchase price is made by shares of Stock, the Participant shall deliver to the Company (i) certificates registered in the name of such Participant representing a number of shares of Stock legally and beneficially owned by such Participant, free of liens, claims and encumbrances of every kind and having a Fair Market Value as of the date of delivery of such notice that is not greater than the purchase price of the shares of Stock with respect to which such Stock Options are to be exercised, such certificates to be accompanied by stock powers duly

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endorsed in blank by the record holder of the shares of Stock represented by such certificates, and (ii) if the purchase price of the shares of Stock with respect to which such Stock Option is to be exercised exceeds such Fair Market Value, cash or a cashier’s check, certified check, official bank check or postal money order payable to the order of the Company in the amount (in United States dollars) of such excess.  From and after the date of an initial public offering of the Stock (an “IPO”), the Committee may permit a Participant to elect to pay the purchase price upon the exercise of a Stock Option by irrevocably authorizing a third party acceptable to the Committee or its designee to sell the shares of Stock (or a sufficient portion of the shares of Stock) acquired upon exercise of the Stock Option and remit to the Company a sufficient portion of the sale proceeds to pay the entire purchase price and any tax withholding resulting from such exercise.  A Participant’s payment of the purchase price in connection with the exercise of an Incentive Stock Option through delivery of shares of Stock (the “ISO Stock”) that were acquired through the exercise of an Incentive Stock Option and that have not been held for more than one year will be considered a disposition (within the meaning of Section 424(c) of the Code) of the ISO Stock, resulting in the disqualification of the ISO Stock from treatment as an incentive stock option under Section 422 of the Code, and the Participant’s recognition of ordinary income.  Participants should consult with their tax advisors prior to electing to exercise an Incentive Stock Option by this method.

(b)Stock Options shall be exercised by the delivery of written notice to the Company setting forth the number of shares of Stock with respect to which the Incentive Stock Option is to be exercised and the address to which the certificates representing shares of the Stock issuable upon the exercise of such Incentive Stock Option shall be mailed.  In order to be effective, such written notice shall be accompanied by a form of payment as provided in Section 2.4(a).  Such notice shall be delivered in person to the Secretary of the Company, or shall be sent by registered mail, return receipt requested, to the Secretary of the Company, in which case, delivery shall be deemed made on the date such notice is deposited in the mail.

2.5Option Expiration Date.  The “Expiration Date” with respect to an Incentive Stock Option or any portion thereof awarded to a Participant under the Plan means the earliest of:

(a)the date that is ten (10) years after the date on which the Incentive Stock Option is awarded (if the Participant owns stock possessing more than 10% of the combined voting power of all classes of stock of the Company or any Subsidiary, the date that is five (5) years after the date on which the Incentive Stock Option is awarded);

(b)the date established by the Committee at the time of the award;

(c)unless the Committee provides otherwise at the time of the award, the date that is one year after the Participant’s employment with the Company and all corporate Subsidiaries is terminated by reason of the Participant becoming disabled (within the meaning of Section 22(e)(3) of the Code) or the Participant’s death; or

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(d)unless the Committee provides otherwise at the time of the award, the date that is ninety (90) days after the termination of the Participant’s employment and service with the Company and all corporate Subsidiaries for any reason other than by reason of the Participant becoming disabled (within the meaning of Section 22(e)(3) of the Code) or the Participant’s death.

Notwithstanding the foregoing, if the Participant is Terminated for Cause all Stock Options held by the Participant shall immediately terminate.  All rights to purchase shares of Stock pursuant to an Incentive Stock Option shall cease as of such Stock Option’s Expiration Date.

ARTICLE III
NON-QUALIFIED STOCK OPTIONS

3.1Definition.  The award of any Non-Qualified Stock Option under the Plan entitles the Participant to purchase shares of Stock at a price fixed at the time the option is awarded, subject to the following terms of this Article III and the terms of the award documentation.

3.2Eligibility.  The Committee shall designate the Participants to whom Non-Qualified Stock Options are to be awarded under the Plan and shall determine the number of option shares to be offered to each such Participant under any Non-Qualified Stock Option awarded.

3.3Exercise Price.  The purchase price of a share of Stock under each Non-Qualified Stock Option shall be determined by the Committee in its sole discretion, but shall not be less than the par value of a share of Stock.  Notwithstanding the foregoing, from and after the date the Company is required to register any class of its equity securities under Section 12 of the 1934 Act, to the extent the Committee grants a Non-Qualified Stock Option which is intended to be “performance based” for purposes of Section 162(m) of the Code, the purchase price deliverable upon the exercise of any such Non-Qualified Stock Option shall be determined by the Committee but shall not be less than 100% of the Fair Market Value of a share of Stock at the time of the grant.

3.4Exercise.

(a)Each Non-Qualified Stock Option shall become and be exercisable at such time or times and during such period or periods, in full or in such installments as may be determined by the Committee at the Option Date.  To the extent provided by the Committee, the full purchase price of each share of Stock provided upon exercise of a Non-Qualified Stock Option shall be paid in cash, by delivery of shares of Stock (valued at Fair Market Value as of the day of exercise) that have a Fair Market Value equal to the exercise price and that have been outstanding for at least six months (unless the Committee approves a shorter period), by any other means acceptable to the Committee, or in any combination thereof.  If payment of the purchase price of shares of Stock is paid in cash, payments shall be made only with cash, cashier’s check, certified check, official bank check or postal money order payable to the order of the Company in the amount (in United States dollars) of the purchase price.  If payment of such purchase price is made by shares of Stock, the Participant shall deliver to the Company (i) certificates registered

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in the name of such Participant representing a number of shares of Stock legally and beneficially owned by such Participant, free of liens, claims and encumbrances of every kind and having a Fair Market Value as of the date of delivery of such notice that is not greater than the purchase price of the shares of Stock with respect to which such Stock Options are to be exercised, such certificates to be accompanied by stock powers duly endorsed in blank by the record holder of the shares of Stock represented by such certificates, and (ii) if the purchase price of the shares of Stock with respect to which such Stock Option is to be exercised exceeds such Fair Market Value, cash or a cashier’s check, certified check, official bank check or postal money order payable to the order of the Company in the amount (in United States dollars) of such excess.  From and after the date of an IPO, the Committee may permit a Participant to elect to pay the purchase price upon the exercise of a Stock Option by irrevocably authorizing a third party acceptable to the Committee or its designee to sell shares of Stock (or a sufficient portion of the shares of Stock) acquired upon exercise of the Stock Option and remit to the Company a sufficient portion of the sale proceeds to pay the entire purchase price and any tax withholding resulting from such exercise.

(b)Stock Options shall be exercised by the delivery of written notice to the Company setting forth the number of shares of Stock with respect to which the Non-Qualified Stock Option is to be exercised and the address to which the certificates representing shares of the Stock issuable upon the exercise of such Non-Qualified Stock Option shall be mailed.  In order to be effective, such written notice shall be accompanied by a form of payment as provided in Section 3.4(a).  Such notice shall be delivered in person to the Secretary of the Company, or shall be sent by registered mail, return receipt requested, to the Secretary of the Company, in which case, delivery shall be deemed made on the date such notice is deposited in the mail.

3.5Option Expiration Date.  The “Expiration Date” with respect to a Non-Qualified Stock Option or any portion thereof awarded to a Participant under the Plan means the earliest of:

(a)the date established by the Committee at the time of the award;

(b)unless the Committee provides otherwise at the time of grant, the date that is one year after the Participant’s employment with the Company and all Subsidiaries is terminated by reason of the Participant becoming Disabled, the Participant’s death or the Participant’s Retirement; or

(c)unless the Committee provides otherwise at the time of grant, the date that is ninety (90) calendar days after the termination of the Participant’s employment and service with the Company and all Subsidiaries for any reason other than the Participant becoming Disabled, the Participant’s death or the Participant’s Retirement.

Notwithstanding the foregoing, (i) if the Participant is Terminated for Cause all Stock Options held by the Participant shall immediately terminate, and (ii) unless the Committee provides otherwise at the time of grant, if the Participant’s employment within the Company and all its Subsidiaries is terminated other than because the Participant is terminated for Cause, then all

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Stock Options held by the Participant that are vested as of the date of such termination shall be exercisable by the Participant until the Expiration Date and all unvested Stock Options shall terminate on the date of such termination.  All rights to purchase shares of Stock pursuant to a Non-Qualified Stock Option shall cease as of such Stock Option’s Expiration Date.

ARTICLE IV
RESTRICTED STOCK

4.1Definition.  Restricted Stock awards are issuances of Stock to Participants, the vesting of which may be subject to a required period of employment or service as a director or consultant, or any other conditions established by the Committee.

4.2Eligibility.  The Committee shall designate any Participant to whom Restricted Stock is to be awarded and the number of shares of Stock that are subject to any such award.

4.3Terms and Conditions of Awards.  All shares of Restricted Stock awarded to Participants under the Plan shall be subject to the following terms and conditions and to such other terms and conditions, not inconsistent with the Plan, as shall be prescribed by the Committee in its sole discretion and as shall be contained in the agreement referred to in Section 1.13.

(a)Restricted Stock awarded to Participants may not be sold, assigned, transferred, pledged or otherwise encumbered, except as hereinafter provided, for such period or until the satisfaction of such conditions as the Committee may determine, after the time of the award of such stock (the “Restricted Period”).  A single award of shares of Restricted Stock may impose different Restricted Periods for different portions of such shares of Restricted Stock.  Except for such restrictions, the Participant as owner of such shares shall have all the rights of a stockholder, including but not limited to the right to vote such shares and, except as otherwise provided by the Committee, the right to receive all dividends paid on such shares.

(b)Except as otherwise determined by the Committee in its sole discretion or as set forth in the agreement evidencing the Restricted Stock award, a Participant whose employment or service with the Company and all Subsidiaries terminates prior to the end of the Restricted Period for any reason shall forfeit all shares of Restricted Stock remaining subject to a Restricted Period.

(c)Each certificate issued in respect of shares of Restricted Stock awarded under the Plan shall be registered in the name of the Participant and, at the discretion of the Committee, each such certificate may be deposited in a bank designated by the Committee.  Each such certificate shall bear the following (or a similar) legend:

“The transferability of this certificate and the shares of stock represented hereby are subject to the terms and conditions (including forfeiture) contained in the corporation’s 2004 Equity Incentive Plan and an agreement entered into between the registered owner and the corporation.  A copy of such plan and agreement is on file in the office of the Secretary of the corporation, [address].

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(d)At the end of the Restricted Period for shares of Restricted Stock, certificates for such shares of Restricted Stock shall be delivered to the Participant (or his or her legal representative, beneficiary or heir) free of all restrictions under this Plan or any agreement evidencing the Restricted Stock award.

ARTICLE V
PROVISIONS FOR THE BENEFIT OF WCAS IX

5.1Restrictions on Transfer of Option Shares.

(a)Notwithstanding anything to the contrary contained in this Plan or in any stock option agreement relating to any Stock Option, no holder (each a “Holder”) of Option Shares may Transfer all or any portion of the Option Shares held by such Holder without the prior written consent of WCAS IX other than (i) Transfers to Permitted Transferees that are made in accordance with Section 5.1(b) below and (ii) Transfers made in connection with a Drag-Along Sale pursuant to Section 5.2 below.   Any attempted Transfer of Option Shares in violation of the provisions of this Article V shall be null and void ab initio and of no effect, and the Company shall not record any such Transfer on its books.  Each certificate representing Option Shares shall bear a legend substantially to the following effect with such additions thereto or changes therein as the Company (with the approval of WCAS IX) may be advised by counsel are required by law or necessary to give full effect to the provisions of this Article V (the “Legend”):

“THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO CERTAIN TRANSFER RESTRICTIONS AND CERTAIN PROVISIONS REQUIRING THE SALE OF SUCH SHARES BY THE HOLDER THEREOF UNDER CERTAIN CIRCUMSTANCES, IN EACH CASE UNDER ARTICLE V OF THE US ONCOLOGY HOLDINGS, INC. 2004 EQUITY INCENTIVE PLAN, AS AMENDED FROM TIME TO TIME, A COPY OF WHICH IS ON FILE WITH THE SECRETARY OF THE COMPANY. NO TRANSFER, SALE, ASSIGNMENT, PLEDGE, HYPOTHECATION OR OTHER DISPOSITION OF THE SHARES REPRESENTED BY THIS CERTIFICATE MAY BE MADE EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF ARTICLE V OF SUCH PLAN.  THE HOLDER OF THIS CERTIFICATE, BY ACCEPTANCE OF THIS CERTIFICATE, AGREES TO BE BOUND BY THE PROVISIONS OF ARTICLE V OF SUCH PLAN.”

After the termination of this Article V in accordance with its terms, and upon the written request of any Holder of Option Shares, the Legend placed on the certificate(s) evidencing such Option Shares will be removed by the Company by means of the delivery of substitute certificates without such Legend.

(b)A Participant may, at any time, Transfer any or all of the Option Shares of such Participant to a Permitted Transferee thereof if such Permitted Transferee duly executes and delivers to the Company and WCAS IX an instrument (in a form reasonably acceptable to the Committee and WCAS IX) acknowledging that such Permitted Transferee is bound by the provisions of this Article V as a Holder of Option Shares

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hereunder (such Transfer to be effective only upon delivery of such instrument to the Company and WCAS IX); provided, that (A) if the Company so requests promptly following (and, in any event, within five (5) Business Days after) its receipt of such instrument, such Transfer shall not be effective unless and until the Company has been furnished with an opinion in form and substance reasonably satisfactory to the Company of counsel reasonably satisfactory to the Company that such Transfer is exempt from or not subject to the provisions of Section 5 of the Securities Act of 1933, as amended (the “1933 Act”), and any other applicable securities laws and (B) no Transfer under this Section 5.1(b) shall be permitted if such Transfer would require the Company to register a class of equity securities under Section 12 of the 1934 Act under circumstances where the Company does not then have securities of any class registered under Section 12 of the 1934 Act.  Notwithstanding the foregoing, no Participant shall avoid the provisions of this Article V by making one or more Transfers to one or more Permitted Transferees and then disposing of all or any portion of such Participant’s interest in any such Permitted Transferee(s).

(c)The provisions of this Section 5.1 shall terminate and be of no further force or effect from and after the 180^th day following the consummation of the initial underwritten sale by the Company of shares of Stock to the public pursuant to an effective registration statement (other than a registration statement on Form S-8 or Form S-4) filed under the 1933 Act (the “Initial Public Offering”).

5.2Drag-Along Rights of WCAS IX.

(a)Drag-Along Sale.  If WCAS IX, the Company or US Oncology receives an offer from a person who is not an Affiliate of the Company or WCAS IX (a “Third Party”) to purchase or exchange (by merger, consolidation or otherwise) (x) at least a majority of the shares of Stock then outstanding or (y) all or substantially all of the assets of the Company and its subsidiaries taken as a whole, and WCAS IX wishes to accept such offer (or WCAS IX wishes that the Company or US Oncology accept such offer), then each Holder of Option Shares (the “Drag-Along Stockholders”) shall, if requested by WCAS IX, (A) waive any appraisal rights that it would otherwise have in respect of such transaction, and/or (B) Transfer to such Third Party, subject to the other provisions of this Plan, on the terms of the offer so accepted by WCAS IX, including time of payment, form and choice of consideration and adjustments to purchase price, the number of Option Shares equal to the number of Option Shares owned by the Holder multiplied by the percentage of the then outstanding shares of Stock to which the Third Party offer is applicable.

(b)Exercise of Drag-Along Rights; Notices; Certain Conditions of Drag-Along Sales.

(i)WCAS IX will give notice (the “Drag-Along Notice”) to the Drag-Along Stockholders of any proposed Transfer giving rise to the rights of WCAS IX set forth in Section 5.2(a) (a “Drag-Along Sale”) within five (5) Business Days after WCAS IX’s acceptance of the offer referred to in Section 5.2(a) and, in any event, not less than ten (10) Business Days prior to the proposed closing date for

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such Drag-Along Sale.  The Drag-Along Notice will set forth the number of shares of Stock proposed to be so Transferred, the name of the proposed transferee or acquiring Person, the proposed amount and form of consideration and the other terms and conditions of the offer.

(ii)If any holders of Stock are given an option as to the form and amount of consideration to be received, all Holders of Option Shares shall be given the same option.  Each Drag-Along Stockholder (x) shall agree to the same covenants as WCAS IX agrees to in connection with the Drag-Along Sale, (y) shall be obligated to join on a pro rata basis (based on the proceeds received by each such Drag-Along Stockholder in connection with the Drag-Along Sale) in any indemnification that WCAS IX agrees to provide in connection with the Drag-Along Sale (other than in connection with obligations that relate to a particular Holder such as representations and warranties concerning itself for which each Holder shall agree to be solely responsible) and (z) shall make such representations and warranties concerning itself and the Option Shares to be sold by it in connection with such Drag-Along Sale as WCAS IX makes with respect to itself and its Option Shares.

(iii)Each Drag-Along Stockholder will be responsible for funding its proportionate share of any adjustment in purchase price or escrow arrangements in connection with the Drag-Along Sale and for its proportionate share of any withdrawals from any such escrow, including any such withdrawals that are made with respect to claims arising out of agreements, covenants, representations, warranties or other provisions relating to the Drag-Along Sale.

(iv)Each Drag-Along Stockholder will be responsible for its proportionate share of the fees, commissions and other out-of-pocket expenses (collectively, “Costs”) of the Drag-Along Sale to the extent not paid or reimbursed by the Company, the Third Party or another Person (other than WCAS IX); provided, that the liability for such Costs shall not exceed the total consideration received by such Drag-Along Stockholder for its Option Shares in respect of such Drag-Along Sale.  WCAS IX shall be entitled to estimate each Drag-Along Stockholder’s proportionate share of such Costs and to withhold such amounts from payments to be made to each Drag-Along Stockholder at the time of closing of the Drag-Along Sale; provided that (i) such estimate shall not preclude WCAS IX from recovering additional amounts from the Drag-Along Stockholders in respect of each Drag-Along Stockholder’s proportionate share of such Costs and (ii) WCAS IX shall reimburse each Drag-Along Stockholder to the extent actual amounts are ultimately less than the estimated amounts or any such amounts are paid by the Company, the Third Party or another Person (other than WCAS IX).

(c)Closing of Drag-Along Sale.

(i)At the closing of such Drag-Along Sale, each of the Drag-Along Stockholders shall deliver certificates evidencing the Option Shares then held by

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it and to be sold in connection with such sale, duly endorsed for transfer or accompanied by stock powers executed in blank, against payment of the purchase price therefor by wire transfer to the account or accounts specified by such Drag-Along Stockholder or by check.

(ii)If the Drag-Along Sale is not consummated within 180 days from the date of the Drag-Along Notice, WCAS IX must deliver another Drag-Along Notice in order to exercise its rights under this Plan with respect to such Drag-Along Sale.

(d)Custody Agreement and Power of Attorney.  Upon receiving a Drag-Along Notice, each Drag-Along Stockholder will, if requested by WCAS IX, execute and deliver a custody agreement and power of attorney in form and substance reasonably satisfactory to WCAS IX with respect to the Option Shares that are to be sold by such Drag-Along Stockholder pursuant hereto in respect of such Drag-Along Sale (a “Drag-Along Custody Agreement and Power of Attorney”).  The Drag-Along Custody Agreement and Power of Attorney will provide, among other things, that each such Drag-Along Stockholder will deliver to and deposit in custody with the custodian and attorney-in-fact named therein a certificate or certificates representing such Option Shares (each duly endorsed in blank by the registered owner or owners thereof) and irrevocably appoint said custodian and attorney-in-fact as its agent and attorney-in-fact with full power and authority to act under the Drag-Along Custody Agreement and Power of Attorney on its behalf with respect to (and subject to the terms and conditions of) the matters specified in this Plan.

(e)The provisions of this Section 5.2 shall terminate and be of no further force or effect from and after the consummation of the Company’s Initial Public Offering.

5.3Required Provisions of Stock Option Agreements.  Each stock option agreement relating to Stock Options awarded under this Plan shall contain the following provisions (and shall not contain any provisions in conflict with the following provisions):

“The Participant hereby acknowledges receipt of a copy of the Plan and accepts and agrees to be bound by all of the terms and conditions of the Plan as if set out verbatim in this Agreement, including, without limitation, the provisions of Article V of the Plan which restrict transfers of shares of Stock issued upon exercise of the Stock Options without the prior written consent of Welsh, Carson, Anderson & Stowe IX, L.P. (“WCAS IX”) and require the holder of such shares to sell such shares at the request of WCAS IX under certain circumstances.  The Participant hereby further acknowledges and agrees that WCAS IX is an express third party beneficiary of the provisions of Article V of the Plan and this Agreement and is entitled to enforce such provisions against the Participant.  In the event of a conflict between the terms of the Plan and the terms of this Agreement, the terms of the Plan shall control.”

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“This Agreement may be amended only by written agreement of the Participant and the Company (and WCAS IX, if such change would affect WCAS IX’s rights or obligations under Article V of the Plan or this Agreement), and may be amended without the consent of any other person.  The provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto (and WCAS IX as third party beneficiary) and their respective successors, representatives, heirs, descendants, distributees and permitted assigns.”

5.4WCAS IX Consent to Certain Amendments; WCAS IX As Third Party Beneficiary.  Notwithstanding anything else to the contrary contained in this Plan, none of the provisions of Sections 1.4, 1.9, 1.13 and 1.19 hereof or this Article V shall be amended, modified, terminated or supplemented without the prior written approval of WCAS IX, which is intended to be a beneficiary of such provisions entitled to enforce such provisions.

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EX-10.7

Exhibit 10.7

US ONCOLOGY HOLDINGS, INC.

2004 LONG-TERM CASH INCENTIVE PLAN

1.Purpose.  The mission of US Oncology Holdings, Inc. is, through the proposed merger of its wholly-owned subsidiary Oiler Acquisition Corp. with and into US Oncology, Inc., to increase access to and advance the delivery of high-quality cancer care in community-based settings throughout the United States. The Company understands that it must have a highly motivated, focused and committed management team and employee base to accomplish its mission and objectives.  The 2004 Long-Term Cash Incentive Plan has been established by the Company to:

(a)attract and retain key employees of the Company and its Subsidiaries;

(b)motivate participating key employees, by means of appropriate cash incentives, to achieve long-range goals;

(c)provide incentive compensation opportunities which are competitive with those of other major corporations in its peer group;  and

(d)further identify Participants’ interests with those of the Company’s stockholders through cash compensation alternatives based on the future value of the Company’s stock;

and thereby promote the long-term financial interest of the Company and its Subsidiaries, including the growth in value of the Company’s equity and enhancement of long-term stockholder return.

2.Plan Benefits; Forfeiture of Units.

(a)Upon a Qualified IPO or a Change of Control a Participant shall be paid cash in the amount of one Final Bonus Payment in respect of each of his Units.  Upon a Preferred Stock Redemption a Participant shall be paid cash in the amount of one Preferred Redemption Bonus Payment in respect of each of his Units.

(b)A Participant will forfeit all of his Units for no consideration upon the termination of the Participant’s employment with the Company or its Subsidiaries other than due to the Participant’s death or Disability.  Upon the termination of the Participant’s employment due to the Participant’s death or Disability, the Participant will forfeit 50% of his Units for no consideration, but the remaining 50% of his Units shall be vested and the Participant shall remain entitled to the benefits of this Plan in respect of such vested Units.

3.Effective Date; Term.

(a)The Plan has been unanimously approved by all the stockholders of the Company and shall be effective as of the Effective Time.

(b)This Plan will terminate following the payment in full of any Final Bonus Payments payable upon a Qualified IPO or Change of Control.  The Plan will not terminate upon the payment of Preferred Redemption Bonus Payments upon a Preferred Stock Redemption.

4.Administration.  The Plan shall be administered by the Committee.  If for any reason there is no Committee, the duties of the Committee shall be performed by the Board.  Subject to the provisions of the Plan, the Committee shall have authority, in its sole discretion, to select Participants to receive awards of Units, to determine the time or times of receipt and to determine the number of Units covered by the awards.  The Committee is authorized to interpret the Plan, to establish, amend, and rescind any rules and regulations relating to the Plan, to determine the terms and provisions of any agreements made pursuant to the Plan, to modify such agreements, and to make all other determinations that may be necessary or advisable for the administration of the Plan.  Decisions of the Committee (including decisions regarding the interpretation and application of the Plan) shall be binding on the Company and on all Participants and other interested parties.  The Committee shall hold its meetings at such times and places as it deems advisable. A majority of the Committee shall constitute a quorum for a meeting. All determinations of the Committee shall be made by a majority of its members attending the meeting. Furthermore, any decision or determination reduced to writing and signed by all of the members of the Committee shall be as effective as if it had been made by a majority vote at a meeting properly called and held.

5.Participation.  Subject to the terms and conditions of the Plan, the Committee shall from time to time determine and designate, in its sole discretion, the employees of the Company or its Subsidiaries who will participate in the Plan.  In the discretion of the Committee, a Participant may be awarded Units, and more than one award of Units may be granted to a Participant.  Except as otherwise agreed to by the Company and the Participant, any award under the Plan shall not affect any previous award to the Participant under the Plan or any other plan maintained by the Company or its Subsidiaries.  Notwithstanding the foregoing, the amount of any Final Bonus Payment or Preferred Redemption Bonus Payment that Participants receive in respect of Units will be affected by the number of Units then outstanding, and nothing in this Plan shall restrict the authority of the Committee to grant awards of Units to new or existing Participants after any previous grant of an award of Units.

6.Units.  Subject to the provisions of Section 10, the number of Units available under the Plan for awards shall not exceed 100,000.  If any award under the Plan or any portion of an award shall terminate or be forfeited or cancelled, such Units shall again be available for award under the Plan, subject to the foregoing limit.  The maximum number of Units for award under the Plan to any single Participant shall be 100,000.

7.Withholding of Taxes.  All awards and payments under the Plan are subject to withholding of all applicable taxes.  The Company shall have the right to deduct from all amounts paid in cash under the Plan any taxes required by law to be withheld with respect to such cash payments.

8.Transferability.  Units awarded under the Plan are not transferable, except as designated by the Participant by will or by the laws of descent and distribution.

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9.Employee Status.  The Plan does not constitute a contract of employment or for services, and selection as a Participant will not give any employee the right to be retained in the employ of the Company or any Subsidiary.

10.Adjustments to Number of Shares Subject to the Plan.  In the event of any change in the outstanding shares of Common Stock or Preferred Stock by reason of any stock dividend, split, spinoff, recapitalization, reclassification, charter amendment, merger, consolidation, combination, extraordinary dividend, exchange of shares or other similar change, the Common Equity Value and the Preferred Equity Value shall be equitably and appropriately adjusted by the Committee, and the Committee may make such other adjustments as it deems appropriate, in all cases so that any such change in capitalization does not affect the value of Units awarded hereunder.

11.Agreement With Company.  At the time of any awards under the Plan, the Committee will require a Participant to enter into an agreement with the Company in a form specified by the Committee, agreeing to the terms and conditions of the Plan and to such additional terms and conditions, not inconsistent with the Plan, as the Committee may, in its sole discretion, prescribe. In the event of any inconsistency or conflict between the terms of the Plan and the agreement, the terms of the Plan shall govern.

12.No Funds Established.  It is not intended that awards under the Plan be set aside in a trust which would qualify as an employee’s trust within the meaning of Sections 401 or 402 of the Code, or in any other type of trust, fund, or separate account. The rights of any Participant and any person claiming under such Participant shall not rise above or exceed those of an unsecured creditor of the Company.

13.Assignment.  Except as contemplated by Section 8, no right or benefit under the Plan shall be subject to anticipation, alienation, sale, assignment, pledge, encumbrance, or charge, and any attempt to anticipate, alienate, sell, assign, pledge, encumber, or charge the same shall be void. No right or benefit hereunder shall in any manner be liable for or subject to any debts, contracts, liabilities, or torts of the person entitled to such benefits.

14.Gender, Tense and Headings.  Whenever the context requires such, words of the masculine gender used herein shall include the feminine and neuter, and words used in the singular shall include the plural.  Headings as used herein are inserted solely for convenience and reference and constitute no part of the construction of the Plan.

15.Tax Consequences.  Neither the Company nor the Committee makes any commitment or guarantee that any federal, state or local tax treatment will apply or be available to any person participating or eligible to participate hereunder.

16.Severability.  In the event that any provision of this Plan shall be held illegal, invalid or unenforceable for any reason, such provision shall be fully severable, but shall not affect the remaining provisions of the Plan, and the Plan shall be construed and enforced as if the illegal, invalid, or unenforceable provision had never been included herein.

17.Amendment and Termination of Plan.  The Board may at any time and in any way amend, suspend or terminate the Plan.  Notwithstanding the foregoing, no amendment,

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suspension or termination of the Plan shall alter adversely or impair any Units previously awarded under the Plan without the consent of the holder thereof, and the Plan may not be amended to increase the number of Units available under the Plan for awards without the consent of all Participants.

18.Definitions.  The following definitions are applicable to the Plan.

(a)“1934 Act” means the Securities Exchange Act of 1934, as amended, or any successor statute.

(b)“Accreted Value” has the meaning provided for such term in the Company’s Amended and Restated Certificate of Incorporation.

(c)“Aggregate Bonus Pool” means, as of any date, the lesser of (i) 5% of the Common Stock Value Increase or (ii) the quotient of (x) the sum of (A) the Annual Bonus Pool for each full fiscal year ending after January 1, 2004 for which the Company’s financial statements are then available, if any, plus (B) the Stub Period Bonus Pool, if any, divided by (y) the number of fiscal years (including the fraction of a fiscal year constituting the Stub Period) for which a Bonus Pool is included in (A) or (B) above.

(d)“Annual Bonus Pool” means, for any fiscal year, the product of (i) Excess EBITDA for such fiscal year times (ii) eight times (iii) 40%.  Annual Bonus Pool may be a positive or negative number.

(e)“Approved One Time Items” means one-time or non-recurring charges to the Company’s earnings, gains or losses which the Committee, in its sole discretion, reasonably determines should appropriately be excluded from and not taken into account in the calculation of EBITDA because they do not arise from the Company’s normal operating activities, including without limitation, and only as examples, (i) charges or expenses incurred as a result of or in connection with the merger of a subsidiary of the Company with and into US Oncology, (ii) charges or gains resulting from prepayment of financings, (iii) writeoffs of long-term assets or (iv) gains or losses upon dispositions of assets.

(f)“Average Capital Employed” means, for any period, the arithmetic mean of the Capital Employed at the opening of business on the first day of the period, at the close of business on the last day of each fiscal quarter ending within the period, and at the close of business on the last day of the period (if not the last day of a fiscal quarter ending within the period).

(g)“Board” means the Board of Directors of the Company.

(h)“Bonus Pool” means an Annual Bonus Pool or a Stub Period Bonus Pool.

(i)“Capital Employed” means, as of any date, the excess of (i) the sum of (x) the Common Equity Value, plus (y) the Preferred Equity Value, plus (z) the Outstanding Debt, over (ii) the Company’s consolidated cash and cash equivalents.

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(j)“Change of Control” has the meaning provided for such term in the Company’s Amended and Restated Certificate of Incorporation.

(k)“Code” means the Internal Revenue Code of 1986, as amended.

(l)“Committee” means the compensation committee of the Board (or, if there is no such committee, the Board committee performing equivalent functions), which from and after the date the Company registers any class of its equity securities under Section 12 of the 1934 Act, shall be comprised solely of two or more members of the Board who are (i) “non-employee directors” as defined under rules and regulations promulgated under Section 16(b) of the 1934 Act and (ii) “outside directors” as defined in Section 162(m) of the Code.  The Board shall have the power to fill vacancies on the Committee arising by resignation, death, removal or otherwise.

(m)“Common Equity Value” means, as of any date, the aggregate consideration paid to the Company in respect of the issuance of the shares of Common Stock then outstanding and the Conversion Constant Shares issuable in respect of the shares of Preferred Stock then outstanding (but excluding any other shares issuable or issued upon conversion of or otherwise in exchange for the Preferred Stock); provided, that Common Stock issued in exchange for or in respect of services provided or to be provided to the Company shall be deemed to have been issued for no consideration for purposes of the determination of Common Equity Value.  For the avoidance of doubt, Common Equity Value shall equal $1 in respect of (x) each share of Common Stock purchased pursuant to the Subscription Agreement and (y) the Conversion Constant Shares issuable in respect of each share of Preferred Stock purchased pursuant to the Subscription Agreement.

(n)“Common Stock” means the Company’s Common Stock, par value $0.001 per share.

(o)“Common Stock Value Increase” means, as of any date, the excess over Common Equity Value of:

(i)if a Final Bonus Payment is being determined in connection with a Qualified IPO, the sum of (x) the product of (A) the number of shares of Common Stock outstanding immediately prior to the Qualified IPO Pricing Time plus the number of Conversion Constant Shares issuable in respect of the shares of Preferred Stock outstanding immediately prior to the Qualified IPO Pricing Time (but excluding any other shares issuable or issued upon conversion of or otherwise in exchange for the Preferred Stock) times (B) the per share price at which shares of Common Stock are to be sold to the public in the Qualified IPO (“Offering Price”), plus (y) the value of all options to acquire shares of Common Stock whose per share exercise price is less than the Offering Price,  which value shall be deemed to equal for any such option the product of (A) the number of shares of Common Stock that may be acquired pursuant to the exercise of such option times (B) the amount by which the Offering Price exceeds the per share exercise price of such option;

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(ii)if a Final Bonus Payment is being determined in connection with a Change of Control, the sum of (x) the product of (A) the number of shares of Common Stock outstanding immediately prior to the Change of Control plus the number of Conversion Constant Shares issuable in respect of the shares of Preferred Stock outstanding immediately prior to the Change of Control (but excluding any other shares issuable or issued upon conversion of or otherwise in exchange for the Preferred Stock) times (B) the per share cash consideration and Fair Market Value of the per share non-cash consideration to be received in the Change of Control transaction in respect of each outstanding share of Common Stock (“Acquisition Price”), plus (y) the value of all options to acquire shares of Common Stock whose per share exercise price is less than the Acquisition Price, which value shall be deemed to equal for any such option the product of (A) the number of shares of Common Stock that may be acquired pursuant to the exercise of such option times (B) the amount by which the Acquisition Price exceeds the per share exercise price of such option; or

(iii)if a Preferred Redemption Bonus Payment is being determined, the excess of (x) the sum of (A) the Company’s cash and cash equivalents, plus (B) the product of (1) eight times (2) EBITDA for the Stub Period or, if there is no Stub Period, the last fiscal year, divided by the fraction of the fiscal year (up to and including one) included in the period for which EBITDA is being determined, over (y) the sum of (A) Preferred Equity Value plus (B) Outstanding Debt.

(p)“Company” means US Oncology Holdings, Inc., a Delawarecorporation.

(q)“Conversion Constant Shares” means a number of shares of Common Stock equal to the Conversion Constant, as defined in the Company’s Amended and Restated Certificate of Incorporation.

(r)“Disability” shall mean the inability of a Participant to engage in substantial gainful activity by reason of any medically determinable physical or mental impairment which can be expected to result in death or which has lasted or can be expected to last for a continuous period of not less than one hundred eighty (180) days.  The Committee shall have sole discretion to determine whether a Participant has incurred a Disability for purposes of the Plan.

(s)“EBITDA” means, for any period, the Company’s consolidated earnings before interest, taxes, depreciation, amortization, any other non-cash charges and Approved One Time Items, based upon the Company’s regularly prepared quarterly and annual financial statements, adjusted as necessary to reflect the application of the generally accepted accounting principles utilized by US Oncology in connection with the preparation of its 2003 annual financial statements.

(t)“Effective Time” has the meaning given to such term in the Merger Agreement.

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(u)“Excess EBITDA” means, for any period, the product of (i) Excess ROIC for such period times (ii) Average Capital Employed for such period.  Excess EBITDA may be a positive or negative number.

(v)“Excess ROIC” means, for any period, the amount, expressed as a percentage, equal to ROIC for such period less Forecast ROIC for such period.  Excess ROIC may be a positive or a negative number.

(w)“Fair Market Value” means, as of any date, fair market value as determined by the Committee in good faith; provided, however, that the Fair Market Value of any Securities for which market quotations are readily available, as determined by the Committee in good faith, will be determined as of the close of business as of the last trading day ending prior to the date as of which the determination is being made, and shall mean (i) if the Securities are listed or admitted for trading on a national securities exchange, the reported closing sales price regular way, or, in case no such reported sale takes place on such day, the average of the reported closing bid and asked prices regular way, in either case on the principal national securities exchange on which the Securities are listed or admitted for trading, or (ii) if the Securities are not listed or admitted for trading on a national securities exchange, (x) the closing transaction price of the Securities on the National Association of Securities Dealers Automated Quotation System (“NASDAQ”) or, in the case no such reported transaction takes place on such day, the average of the reported closing bid and asked prices thereof quoted on NASDAQ, or (y) if the Securities are not quoted on NASDAQ, the average of the closing bid and asked prices of the Securities in the over-the-counter market, as reported by The National Quotation Bureau, Inc., or an equivalent generally accepted reporting service.

(x)“Final Bonus Payment” means, as of any date, the quotient of (i) the excess, if any, of (x) the Aggregate Bonus Pool, over (y) the aggregate Preferred Redemption Bonus Payments previously paid under this Plan, divided by (ii) the number of Units then outstanding.

(y)“Forecast ROIC” means, for any fiscal year, or portion thereof, the percentage set forth below:

Fiscal Year	Forecast ROIC
2004	14.5%
2005	12.5%
2006	14.2%
2007	15.9%
2008 and thereafter	18.0%

(z)“Merger Agreement” means that certain Agreement and Plan of Merger dated as of March 20, 2004 made and entered into by and among the Company, Oiler Acquisition Corp. and US Oncology.

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(aa)“Outstanding Debt” means, as of any date, the Company’s consolidated outstanding debt, minus any accrued and unpaid interest thereon, determined in accordance with the generally accepted accounting principles utilized by US Oncology in connection with the preparation of its 2003 annual financial statements, and including obligations and liabilities under any synthetic leasing facilities.

(bb)“Participant” means any employee of the Company or a Subsidiary to whom the Committee awards Units under the Plan.

(cc)“Plan” means this 2004 Long-Term Cash Incentive Plan.

(dd)“Preferred Equity Value” means, as of  any date, the aggregate Accreted Value of all shares of Preferred Stock then outstanding.

(ee)“Preferred Redemption Bonus Payment” means, as of any date, the quotient of (i) the excess, if any, of (x) the product of (A) the Aggregate Bonus Pool times (B) 80% times (C) the Redemption Percentage, over (y) the aggregate Preferred Redemption Bonus Payments previously paid under this Plan, divided by (ii) the number of Units then outstanding.

(ff)“Preferred Stock” means the Company’s Participating Preferred Stock, par value $0.001 per share.

(gg)“Preferred Stock Redemption” means the declaration of a Special Dividend in respect of the Preferred Stock or the Company’s or any Subsidiary’s purchase or redemption, in whole or in part, of outstanding shares of Preferred Stock, other than any such purchase or redemption in connection with a Qualified IPO or Change of Control.

(hh)“Redemption Percentage” means the excess of (i) 100% over (ii) the quotient, expressed as a percentage, of (x) the aggregate Accreted Value of all shares of Preferred Stock to remain outstanding after a Preferred Stock Redemption, divided by (y) $419,583,456.

(ii)“ROIC” means, for any period, the quotient, expressed as a percentage, of (i) (x) EBITDA for such period divided by (y) Average Capital Employed for such period, divided by (ii) the fraction of the fiscal year (up to and including one) included in the period for which ROIC is being determined.

(jj)“Qualified IPO” has the meaning provided for such term in the Company’s Amended and Restated Certificate of Incorporation.

(kk)“Qualified IPO Pricing Time” has the meaning provided for such term in the Company’s Amended and Restated Certificate of Incorporation.

(ll)“Securities” means equity securities or debt securities, including debt securities purchased in conjunction with or convertible into equity securities or some combination of equity or debt securities, capital stock, common stock, preferred stock,

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convertible securities, warrants, rights, options, puts, calls, partnership (general or limited) or joint venture interests, and member or limited liability company interests.

(mm)“Special Dividend” has the meaning provided for such term in the Company’s Amended and Restated Certificate of Incorporation.

(nn)“Stub Period” means, as of any date, the period beginning after the last fiscal year for which an Annual Bonus Pool can be calculated and ending on the most recent date for which the Company’s financial statements are then available.

(oo)“Stub Period Bonus Pool” means, for any Stub Period, the product of (i) Excess EBITDA for the Stub Period times (ii) eight times (iii) 40% times (iv) the fraction of the fiscal year included in the Stub Period.  Stub Period Bonus Pool may be a positive or negative number.

(pp)“Subscription Agreement” means the Stock Subscription and Exchange Agreement dated as of August 20, 2004 among the Company and the Purchasers named therein.

(qq)“Subsidiary” means, during any period, any corporation or other entity of which 50% or more of the total combined voting power of all classes of stock (or other equity interests in the case of an entity other than a corporation) entitled to vote is owned, directly or indirectly, by the Company.

(rr)“Unit” means a unit of participation in the Plan.

(ss)“US Oncology” means US Oncology, Inc., a Delaware corporation.

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EX-10.8

Exhibit 10.8

US ONCOLOGY HOLDINGS, INC.

2004 DIRECTOR STOCK OPTION PLAN

I.              Purposes

The mission of US Oncology Holdings, Inc., through its wholly-owned subsidiary US Oncology, Inc., is to increase access to and advance the delivery of high-quality cancer care in community-based settings throughout the United States. The Company understands that it must have a highly motivated, focused and committed board of directors to accomplish its mission and objectives.  The purposes of this 2004 Director Stock Option Plan (the “Plan”) are (i) to provide additional incentive for securing and retaining qualified non-employee persons to serve on the Board of Directors of the Company and (ii) to enhance the future growth of the Company by furthering such persons’ identification with the interests of the Company and its stockholders.  It is intended that Options granted under this Plan will be Non-Qualified Stock Options.

II.Definitions.  The following definitions are applicable to the Plan.

(a)           “1934 Act” means the Securities Exchange Act of 1934, as amended, or any successor statute.

(b)           “Affiliate” means, with respect to any specified Person, a Person that directly, or indirectly through one or more intermediaries, Controls, is Controlled by or is under common Control with, the specified Person; provided, that, for purposes of the definition of Third Party contained in Section XIV(b)(i) of the Plan, no portfolio company of WCAS IX (or of any other investment partnership under common control with WCAS IX) shall be deemed to be an Affiliate of the Company or WCAS IX unless a majority of the outstanding voting securities of such portfolio company are owned by WCAS IX and/or such other investment partnership.

(c)           “Board” means the Board of Directors of the Company.

(d)           “Business Day” means a day other than a day on which commercial banks in New York, New York or Houston, Texas are authorized or required by law to close.

(e)           “Code” means the Internal Revenue Code of 1986, as amended.

(f)            “Committee” means the compensation committee of the Board (or, if there is no such committee, the Board committee performing equivalent functions), which, from and after the date the Company registers any class of its equity securities pursuant to Section 12 of the 1934 Act, shall be comprised of at least two members of the Board who are (i) “non-employee directors” as defined under rules and regulations promulgated under Section 16(b) of the 1934 Act and (ii) “outside directors” as defined in Section

162(m) of the Code.  The Board shall have the power to fill vacancies on the Committee arising by resignation, death, removal or otherwise.  The Committee may delegate ministerial tasks to such persons as it deems appropriate.

(g)           “Company” means US Oncology Holdings, Inc., a Delaware corporation.

(h)           “Control” (including the terms “Controlling”, “Controlled by” and “under common Control with”) means the possession, direct or indirect, of the power to direct or cause the direction of the management and policies of a Person, whether through the ownership of voting securities, by contract or otherwise.

(i)            “Effective Date” means the date this Plan is adopted by the Stockholders of the Company.

(j)            “Eligible Director” means a person who as of any applicable date (i) is a member of the Board, (ii) is not an officer of the Company or any subsidiary of the Company, (iii) is not a full-time employee of the Company or any of its subsidiaries and (iv) is not an employee, partner or Affiliate of Welsh, Carson, Anderson & Stowe.

(k)           “Fair Market Value” means, with respect to a share of Stock on any date herein specified, (i) if the shares of Stock are listed or admitted for trading on a national securities exchange, the reported closing sales price regular way, or, in case no such reported sale takes place on such day, the average of the reported closing bid and asked prices regular way, in either case on the principal national securities exchange on which the shares of Stock are listed or admitted for trading, or (ii) if the shares of Stock are not listed or admitted for trading on a national securities exchange, (A) the closing transaction price of the shares of Stock on the National Association of Securities Dealers Automated Quotation System (“NASDAQ”) or, in the case no such reported transaction takes place on such day, the average of the reported closing bid and asked prices thereof quoted on NASDAQ, or (B) if the shares of Stock are not quoted on NASDAQ, the average of the closing bid and asked prices of the shares of Stock in the over-the-­counter market, as reported by The National Quotation Bureau, Inc., or an equivalent generally accepted reporting service, or (iii) if on any such day the shares of Stock are not quoted by any such organization, the fair market value per share of Stock on such day, as determined in good faith by the Committee.  If the Fair Market Value of Stock is to be determined as of a day other than a trading day, the Fair Market Value of Stock for such day shall be determined as described above on the last trading day ending prior to the date as of which the determination is being made.  If, in the discretion of the Committee, another means of determining Fair Market Value shall be necessary or advisable in order to comply with the requirements of Section 162(m) of the Code or any other applicable law, governmental regulation, or ruling of any governmental entity, then the Committee may provide for another means of such determination.

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(l)            “Option Date” means, with respect to any Stock Option, the date on which the Stock Option is awarded under the Plan.

(m)          “Option Share” means any share of Stock issued upon exercise of a Stock Option, regardless of whether the Holder of such share is the Participant in respect of which such Stock Option was originally issued under the Plan or a transferee thereof.

(n)           “Non-Qualified Stock Option” means a Stock Option that does not qualify for treatment as an Incentive Stock Option, as defined under the Code.

(o)           “Participant” means an Eligible Director who is granted a Stock Option hereunder.

(p)           “Permitted Transferees” means a member of a Participant’s immediate family, trusts for the benefit of the Participant or such immediate family members, and partnerships in which the Participant or such immediate family members are the only partners, provided that no consideration is provided for the transfer.  Immediate family members shall include a Participant’s spouse and descendants (children, grandchildren and more remote descendants), and shall include step-children and relationships arising from legal adoption.

(q)           “Person” means any natural person, corporation, limited liability company, partnership, trust, joint stock company, business trust, unincorporated association, joint venture, governmental authority or other legal entity of any nature whatsoever.

(r)            “Stock” means the Common Stock of the Company, par value $0.001 per share.

(s)           “Stock Option” means the right of a Participant to purchase Stock pursuant to a Stock Option awarded pursuant to the provisions of the Plan.

(t)            “Subsidiary” means, during any period, any corporation or other entity of which 50% or more of the total combined voting power of all classes of stock (or other equity interests in the case of an entity other than a corporation) entitled to vote is owned, directly or indirectly, by the Company.

(u)           “Terminate” means cease to be a Director of the Company.

(v)           “Termination of Directorship” means the date upon which any Participant ceases to be a Director for any reason whatsoever.  The effective date of such Termination of Directorship shall be the actual date of such termination (by death, disability, retirement, resignation, non-election or otherwise).

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(w)          “Transfer” means a transfer, sale, assignment, pledge, hypothecation or other disposition (including by operation of law), whether directly or indirectly pursuant to the creation of a derivative security, the grant of an option or other right or the imposition of a restriction on disposition or voting.

(x)            “US Oncology” means US Oncology, Inc., a Delaware corporation.

(y)           “WCAS IX” shall mean Welsh, Carson, Anderson & Stowe IX, L.P., a Delaware limited partnership.

III.           Grants of Stock Options; Option Price; Vesting Schedule

                Options will be granted only to individuals who are Eligible Directors of the Company.

                (a)           Each Eligible Director on the Effective Date shall receive on the Effective Date, without the exercise of the discretion of any person or persons, an Option to purchase 5,000 Shares.  In addition, each Eligible Director on the Effective Date who serves on a committee of the Board or on the Audit Committee of US Oncology, Inc. as of the Effective Date shall receive on the Effective Date, without the exercise of the discretion of any person or persons, an Option to purchase 1,000 Shares. Each Eligible Director elected after the Effective Date shall receive on the date of such election, without the exercise of the discretion of any person or persons, an Option to purchase 5,000 Shares.  In addition, each Eligible Director elected after the Effective Date who is appointed to a committee of the Board or on the Audit Committee of US Oncology, Inc. at the time of his or her election shall receive on the date of such election and appointment, without the exercise of the discretion of any person or persons, an Option to purchase 1,000 Shares.

                (b)           On the date of the 2005 annual meeting of stockholders of the Company and each annual meeting of stockholders thereafter, each Eligible Director who is in office after giving effect to the election of directors at such meeting shall receive, without the exercise of the discretion of any person or persons, an option to purchase 5,000 shares of Common Stock.

                (c)                    At the first Board meeting following the 2005 annual meeting of stockholders and each annual meeting of stockholders thereafter, each Eligible Director appointed at such meeting to any committee of the Board, or who is a member of any committee of the Board or the Audit Committee of US Oncology, Inc after giving effect to all appointments at such meeting, shall receive, without the exercise of the discretion of any person or persons, an option to purchase 1,000 shares of Com mon Stock for each such committee to which such Eligible Director is appointed.

                (d)           All Options granted under the Plan shall be at the Option price set forth in the following subsection (e), shall be subject to adjustment as provided in Section VII and to the terms

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and conditions set forth in Section VIII and shall vest in the manner set forth in the subsection (f) below.  All Options granted under the Plan shall be evidenced by a written option agreement.

                (e)           The purchase price of Shares issued under each Option shall be $1.00 per share for Options granted on the Effective Date and shall be the Fair Market Value of Shares subject to the Option on the date the Option is granted for all other Options.

                (f)            Except to the extent otherwise provided herein, each Option granted under this Article III above shall vest and be exercisable as to all of the Shares covered thereby six months after the effective date of the grant of such Option.

IV.           Administration

                (a)           The Plan shall be administered by the Committee.  If for any reason there is no Committee, the duties of the Committee shall be performed by the Board.  The Committee is authorized to interpret the Plan, to establish, amend, and rescind any rules and regulations relating to the Plan, to determine the terms and provisions of any agreements made pursuant to the Plan, to modify such agreements, and to make all other determinations that may be necessary or advisable for the administration of the Plan; provided, that, except as expressly provided in the Plan, the Committee may not, without the Participant’s consent, alter the terms of any award so as to affect adversely the Participant’s rights under the award; and provided further, that, if any such interpretation, rule, regulation, agreement, modification or other determination would adversely affect the rights of WCAS IX under Article XIV of the Plan, the Committee shall not take such action without the prior written consent of WCAS IX.  Decisions of the Committee (including decisions regarding the interpretation and application of the Plan) shall be binding on the Company and on all Participants and other interested parties. From and after the date the Company registers any class of its equity securities pursuant to Section 12 of the 1934 Act, with respect to persons subject to Section 16 of the 1934 Act, transactions under the Plan are intended to comply with all applicable conditions of Rule 16b-3 or its successor rule or statute under the 1934 Act.  To the extent any provision of the Plan or action by the Committee fails to so comply, it shall be deemed null and void, to the extent permitted by law.

                (b)           The Board may, in its discretion, delegate duties to an officer or employee or a committee composed of officers or employees of the Company, but it may not delegate its authority to apply and interpret this Plan.

V.            Term

                The term of this Plan commences on the Effective Date and terminates on the tenth anniversary of the Effective Date.  This Plan shall remain in effect for the purposes of administration of any Option granted pursuant to its provisions and no such Option granted during the term of this Plan shall be adversely affected by the termination of the Plan.

VI.           Shares Reserved; Options Grantable and Exercisable

(a)           Subject to adjustments as provided in Section VII hereof, a total of 500,000 Shares

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shall be subject to the Plan.  The Shares subject to the Plan shall be and are hereby reserved for sale for such purposes.  Any of the Shares which remain unsold and which are not subject to outstanding Options at the termination of the Plan shall cease to be reserved for the purposes of the Plan.  If any award under the Plan or any portion of the award, shall expire, terminate or be forfeited or cancelled, or be settled in cash pursuant to the terms of the Plan and, therefore, any such shares are no longer distributable under the award, such shares of Stock shall again be available for award under the Plan, subject to the foregoing limits.  Notwithstanding the foregoing, in order to comply with Section 162(m) of the Code, the Committee shall take into account that (1) if a Stock Option is canceled, the canceled Stock Option continues to be counted against the maximum number of shares for which Stock Options may be granted to the Participant under the Plan and (2) for purposes of Section 162(m) of the Code, if after the grant of a Stock Option, the Committee reduces the purchase price of the Stock Option, the transaction is treated as a cancellation of the Stock Option and a grant of a new Stock Option, and in such case, both the Stock Option that is deemed to be canceled and the Stock Option that is deemed to be granted reduce the maximum number of shares for which Stock Options may be granted to the Participant under the Plan.

                (b)           As to a Participant, an Option ceases to be exercisable, as to any Share, when the Participant purchases the Share or when the Option lapses.

VII.          Adjustments

                (a)           The existence of outstanding Stock Options shall not affect in any way the right or power of the Company or its stockholders to make or authorize any or all adjustments, recapitalizations, reorgani­zations or other changes in the Company’s capital structure or its business, or any merger or consolidation of the Company, or any issue of bonds, debentures, preferred or prior preference stock ahead of, or affecting, the Common Stock or the rights thereof, or the dissolution or liquidation of the Company, or any sale or transfer of all or any part of its assets or business, or any other corporate act or proceeding, whether of a similar char­acter or otherwise.

(b)       Adjustments to Number of Shares Subject to the Plan.  In the event of any change in the outstanding shares of Stock of the Company by reason of any stock dividend, split, spinoff, recapitalization, merger, consolidation, combination, extraordinary dividend, exchange of shares or other similar change, the aggregate number and class of shares of Company capital stock with respect to which awards may be made under the Plan, and the terms (including exercise price) and the number and class of shares subject to any outstanding Stock Options shall be equitably adjusted by the Committee.

(c)           Change in Stock and Adjustments.  If, while unexercised Stock Options remain outstanding under the Plan, the Company is merged into or consolidated with another corporation under circumstances where the Company is not the surviving corporation or the Company is liquidated or sells or otherwise disposes of substantially all its assets to another corporation, the Committee may provide for the assumption of some or all outstanding Stock Options, or for the grant of new awards in substitution therefor, by the acquiror or survivor or Affiliate of the acquiror or survivor, in each case on such terms and subject to such conditions as the Committee determines.  In the absence of such an assumption or if there is no substitution, (i) subject to the provisions of clause (ii) below, after the effective date of such merger,

6

consolidation, liquidation or sale, as the case may be, each holder of an outstanding Stock Option shall be entitled, upon exercise of such Stock Option, to receive, in lieu of each share of Stock for which such Stock Option is exercised, shares of such stock (or other securities or consideration) as the holder of one share of Stock received pursuant to the terms of the merger, consolidation, liquidation or sale, and (ii) in the case of any such merger, consolidation, liquidation, sale or other transaction, all outstanding Stock Options may be canceled by the Committee as of a date not earlier than the effective date of any such merger, consolidation, liquidation, sale or other transaction, provided that (A) at least ten (10) days’ notice of such cancellation shall be given to each holder of a Stock Option, and (B) following receipt of any such notice each holder of a Stock Option shall have the right to exercise such Stock Option in full (without regard to any vesting or other limitations on exercise set forth in or imposed pursuant to the Plan or the award documentation relating to the Stock Option) conditioned on the consummation of such merger, consolidation, liquidation or other transaction and may defer delivery of the purchase price of any shares of Stock to be purchased upon exercise of the Stock Option until not later than five (5) business days after receipt from the Committee of written notice of such consummation or occurrence.  In the event that any acceleration of vesting pursuant to clause (ii) above would result in imposition of the excise tax imposed by Section 4999 of the Code, a Participant may elect to waive such acceleration with respect to such number of shares subject to unvested Stock Options as the Participant may designate, and the Participant shall be entitled to designate from among his unvested Stock Options the Stock Options which shall not be subject to accelerated vesting, in which case such Stock Options shall be terminated without payment of any consideration to the Participant upon the consummation of such merger, consolidation, liquidation, sale or other transaction.  In the event that the merger, consolidation, liquidation, sale or other transaction does not occur, then on notice from the Committee of such failure to occur any exercise of a Stock Option conditioned on such occurrence shall be null and void and all limitations on exercise of a Stock Option shall remain in effect as if the Committee had never sent any notice of cancellation.

VIII.        Terms and Conditions of Stock Options

                (a)           During the Participant’s life, the Stock Option is exercisable only by the Participant,  his or her guardian or legal representative or a permitted transferee under Section VIII(b) below.

                (b)           A Stock Option under this Plan is not assignable or transferable, except by will or by the laws of descent and distribution or pursuant to a qualified domestic relations order (as defined in the Code), and is not subject, in whole or in part, to attachment, execution or levy of any kind.

                (c)           Any Stock Option or portion thereof that is exercisable shall be exercisable for the full amount or for any part thereof.

                (d)           Stock Options shall be exercised by the delivery of written notice to the Company setting forth the number of shares of Common Stock with respect to which the Stock Option is to be exercised and, subject to the subsequent provisions hereof, the address to which the certificates representing shares of the Common Stock issuable upon the exercise of such Stock Option shall be mailed.  In order to be effective, such written notice shall be accompanied at the time of its delivery to the Company by payment of the exercise price of such shares of Common Stock, which payment

7

shall be made in cash or by check, bank draft, or postal or express money order payable to the order of the Company in an amount (in United States dollars) equal to the exercise price of such shares of Common Stock.  Such notice shall be delivered in person to the Secretary of the Company, or shall be sent by registered mail, return receipt requested, to the Secretary of the Company, in which case, delivery shall be deemed made on the date such notice is deposited in the mail.  Whenever shares of Common Stock are to be issued or delivered pursuant to the Plan, the Company shall require the Participant to remit to the Company an amount sufficient to satisfy federal, state, and local withholding tax requirements prior to the delivery of any certificate or certificates for such shares, which payment may be made in the manner set forth above or in the manner permitted by clause (e) below.

                (e)           Alternatively, payment of the exercise price may be made, in whole or in part, by delivery of shares of Common Stock previously issued to the Participant.  Unless otherwise permitted by the Board, payment of the exercise price with shares of Common Stock shall be made only with shares owned by the Participant for at least six (6) months.  If payment is made in whole or in part in shares of Common Stock owned by the Participant, then the Participant shall deliver to the Company, in payment of the option price of the shares of Common Stock with respect to which such Stock Option is exercised, (i) certificates registered in the name of such Participant representing a number of shares of Common Stock legally and beneficially owned by such Participant, free of all liens, claims and encumbrances of every kind and having a Fair Market Value as of the date of delivery of such notice that is not greater than the exercise price of the shares of Common Stock with respect to which such Stock Option is to be exercised, such certificates to be accompanied by stock powers duly endorsed in blank by the record holder of the shares represented by such certificates; and (ii), if the exercise price of the shares of Common Stock with respect to which such Stock Option is to be exercised exceeds such Fair Market Value, cash or a check, bank draft, or postal or express money order payable to the order of the Company in an amount (in United States dollars) equal to the amount of such excess.

                (f)            Stock Options granted to any Participant under this Plan shall be subject to the following conditions:

                                (1)           The price per share shall be as set forth in Section III.

                (2)           Each Stock Option shall have a term of ten (10) years from the date such Stock Option is granted and shall vest and become exercisable as set forth in Section III.

                (3)           A Stock Option shall lapse in the following situations:

                                (i)            If a Termination of Directorship shall occur with respect to any Participant, for any reason other than death, no further vesting shall occur and the Participant shall be entitled to exercise his or her rights with respect to the portion of the Option vested as of the date of such event until a date that is three (3) months after the date of such Termination of Directorship, unless any of such Options shall have terminated earlier under their terms or under other provisions of this Plan.

                                (ii)           If a Termination of Directorship shall occur with respect to any

8

                Participant by reason of the death of such Participant, and if any Stock Option granted to such Participant was in effect at the time of the Participant’s death, all unexercised Stock Options, if any, shall vest and become immediately exercisable and may be exercised until the expiration of one (1) year from the date of death of the Participant or until the expiration of the term of the Stock Option, whichever is earlier.  Such Stock Option may be exercised by the Designated Beneficiary of the deceased Participant, subject to all other provisions of the Plan.

IX.           Power to Amend

                The Board of Directors may modify, revise or terminate this Plan at any time and from time to time; provided, however, that the Plan shall not be amended more than once every six (6) months, other than to comport with changes in the Code, or the regulations thereunder, or the Employee Retirement Income Security Act of 1974, as amended, or the regulations hereunder; and provided, further, that without the approval of the holders of at least a majority of the securities of the Company present or represented, and entitled to vote at a meeting duly held in accordance with the laws of the State of Delaware, the Board of Directors may not (i) materially increase the benefits accruing to participants under the Plan; (ii) change the aggregate number of Shares which may be issued under Options pursuant to the provisions of the Plan; (iii) reduce the Option price at which Options have been granted; or (iv) change the class of persons eligible to receive Options.  However, no termination or amendment of the Plan may, without the consent of the holder of any Option then outstanding adversely affect the rights of such holder under the Option.

X.            Exercise of Options; Registration

                The Company shall not be required to sell or issue any shares of Common Stock under any Stock Option if the issuance of such shares shall constitute a violation by the Participant or the Company of any provision of any law, statute, or regulation of any governmental authority whether it be Federal or State.  Specifically, in connection with the Securities Act, upon exercise of any Stock Option, unless a registration statement under the Securities Act is in effect with respect to the shares of Common Stock covered by such Stock Option, the Company shall not be required to issue such shares unless the Board has received evidence satisfactory to it to the effect that the holder of such Stock Option is acquiring such shares of Common Stock for investment and not with a view to the dis­tribution thereof, and that such shares of Common Stock may otherwise be issued without registration under the Securities Act or State securities laws. Any deter­mination in this connection by the Board shall be final, binding and conclusive. The Company may, but shall in no event be obligated to, register any securities covered hereby pursuant to the Secu­rities Act. The Company shall not be obligated to take any affirmative action in order to cause the exercise of a Stock Option, or the issuance of shares pursuant thereto, to comply with any law or regulation of any governmental authority.

XI.           Shareholder Approval

                Notwithstanding any other provisions of the Plan, in order for the Plan to continue as effective, on or before the date which occurs twelve (12) months after the date the Plan is adopted by the Board, the Plan must be approved by the holders of at least a majority of the outstanding

9

stock (unless applicable state law or the Company’s charter or by-laws require a greater number) of the Company entitled to vote thereon voting in person, or by proxy, at a duly held stockholders’ meeting, and no shares of Common Stock shall be issued under the Plan until such approval has been secured.

XII.         Interpretations

                The provisions of the Plan shall be construed, administered, and governed by the laws of the State of Delaware, without giving effect to principles of conflicts of laws, and, to the extent applicable, the laws of the United States.

XIII.        Government Regulations

                The Plan, the granting and exercise of Stock Options thereunder, and the obligation of the Company to sell and deliver Shares under such Stock Options, shall be subject to all applicable laws, rules and regulations, and to such approvals by any governmental agencies or national securities exchanges as may be required.

XIV.        Provisions For The Benefit Of WCAS IX

(a)Transfer

(i)            Notwithstanding anything to the contrary contained in this Plan or in any stock option agreement relating to any Stock Option, no holder (each a “Holder”) of Option Shares may Transfer all or any portion of the Option Shares held by such Holder without the prior written consent of WCAS IX other than (i) Transfers to Permitted Transferees that are made in accordance with Section (a)(ii) of this Aricle XIV below and (ii) Transfers made in connection with a Drag-Along Sale pursuant to Section (b) of this Aricle XIV below.   Any attempted Transfer of Option Shares in violation of the provisions of this Article XIV shall be null and void ab initio and of no effect, and the Company shall not record any such Transfer on its books.  Each certificate representing Option Shares shall bear a legend substantially to the following effect with such additions thereto or changes therein as the Company (with the approval of WCAS IX) may be advised by counsel are required by law or necessary to give full effect to the provisions of this Article XIV (the “Legend”):

“THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO CERTAIN TRANSFER RESTRICTIONS AND CERTAIN PROVISIONS REQUIRING THE SALE OF SUCH SHARES BY THE HOLDER THEREOF UNDER CERTAIN CIRCUMSTANCES, IN EACH CASE UNDER ARTICLE XIV OF THE US ONCOLOGY HOLDINGS, INC. 2004 DIRECTOR STOCK OPTION PLAN, AS AMENDED FROM TIME TO TIME, A COPY OF WHICH IS ON FILE WITH THE SECRETARY OF THE COMPANY. NO TRANSFER, SALE, ASSIGNMENT, PLEDGE, HYPOTHECATION OR OTHER DISPOSITION OF THE SHARES REPRESENTED BY THIS

10

CERTIFICATE MAY BE MADE EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF ARTICLE XIV OF SUCH PLAN.  THE HOLDER OF THIS CERTIFICATE, BY ACCEPTANCE OF THIS CERTIFICATE, AGREES TO BE BOUND BY THE PROVISIONS OF ARTICLE XIV OF SUCH PLAN.”

After the termination of this Article XIV in accordance with its terms, and upon the written request of any Holder of Option Shares, the Legend placed on the certificate(s) evidencing such Option Shares will be removed by the Company by means of the delivery of substitute certificates without such Legend.

(ii)           A Participant may, at any time, Transfer any or all of the Option Shares of such Participant to a Permitted Transferee thereof if such Permitted Transferee duly executes and delivers to the Company and WCAS IX an instrument (in a form reasonably acceptable to the Committee and WCAS IX) acknowledging that such Permitted Transferee is bound by the provisions of this Article XIV as a Holder of Option Shares hereunder (such Transfer to be effective only upon delivery of such instrument to the Company and WCAS IX); provided, that (A) if the Company so requests promptly following (and, in any event, within five (5) Business Days after) its receipt of such instrument, such Transfer shall not be effective unless and until the Company has been furnished with an opinion in form and substance reasonably satisfactory to the Company of counsel reasonably satisfactory to the Company that such Transfer is exempt from or not subject to the provisions of Section 5 of the Securities Act of 1933, as amended (the “1933 Act”), and any other applicable securities laws and (B) no Transfer under this Section (a)(ii) shall be permitted if such Transfer would require the Company to register a class of equity securities under Section 12 of the 1934 Act under circumstances where the Company does not then have securities of any class registered under Section 12 of the 1934 Act.  Notwithstanding the foregoing, no Participant shall avoid the provisions of this Article XIV by making one or more Transfers to one or more Permitted Transferees and then disposing of all or any portion of such Participant’s interest in any such Permitted Transferee(s).

(iii)          The provisions of this Section (a) of Article XIV shall terminate and be of no further force or effect from and after the 180^th day following the consummation of the initial underwritten sale by the Company of shares of Stock to the public pursuant to an effective registration statement (other than a registration statement on Form S-8 or Form S-4) filed under the 1933 Act (the “Initial Public Offering”).

(b)Drag-Along Rights of WCAS IX.

i.Drag-Along Sale.  If WCAS IX, the Company or US Oncology receives an offer from a person who is not an Affiliate of the Company or WCAS IX (a “Third Party”) to purchase or exchange (by merger, consolidation or otherwise) (x) at least a majority of the shares of Stock then outstanding or (y) all or substantially all of the assets of the Company and its subsidiaries taken as a whole, and WCAS IX wishes

11

to accept such offer (or WCAS IX wishes that the Company or US Oncology accept such offer), then each Holder of Option Shares (the “Drag-Along Stockholders”) shall, if requested by WCAS IX, (A) waive any appraisal rights that it would otherwise have in respect of such transaction, and/or (B) Transfer to such Third Party, subject to the other provisions of this Plan, on the terms of the offer so accepted by WCAS IX, including time of payment, form and choice of consideration and adjustments to purchase price, the number of Option Shares equal to the number of Option Shares owned by the Holder multiplied by the percentage of the then outstanding shares of Stock to which the Third Party offer is applicable.

ii. Exercise of Drag-Along Rights; Notices; Certain Conditions of Drag-Along Sales.

1.WCAS IX will give notice (the “Drag-Along Notice”) to the Drag-Along Stockholders of any proposed Transfer giving rise to the rights of WCAS IX set forth in Section (b)(i) of this Article XIV (a “Drag-Along Sale”) within five (5) Business Days after WCAS IX’s acceptance of the offer referred to in such Section (b)(i) and, in any event, not less than ten (10) Business Days prior to the proposed closing date for such Drag-Along Sale.  The Drag-Along Notice will set forth the number of shares of Stock proposed to be so Transferred, the name of the proposed transferee or acquiring Person, the proposed amount and form of consideration and the other terms and conditions of the offer.

2.If any holders of Stock are given an option as to the form and amount of consideration to be received, all Holders of Option Shares shall be given the same option.  Each Drag-Along Stockholder (x) shall agree to the same covenants as WCAS IX agrees to in connection with the Drag-Along Sale, (y) shall be obligated to join on a pro rata basis (based on the proceeds received by each such Drag-Along Stockholder in connection with the Drag-Along Sale) in any indemnification that WCAS IX agrees to provide in connection with the Drag-Along Sale (other than in connection with obligations that relate to a particular Holder such as representations and warranties concerning itself for which each Holder shall agree to be solely responsible) and (z) shall make such representations and warranties concerning itself and the Option Shares to be sold by it in connection with such Drag-Along Sale as WCAS IX makes with respect to itself and its Option Shares.

3.Each Drag-Along Stockholder will be responsible for funding its proportionate share of any adjustment in purchase price or

12

escrow arrangements in connection with the Drag-Along Sale and for its proportionate share of any withdrawals from any such escrow, including any such withdrawals that are made with respect to claims arising out of agreements, covenants, representations, warranties or other provisions relating to the Drag-Along Sale.

4.Each Drag-Along Stockholder will be responsible for its proportionate share of the fees, commissions and other out-of-pocket expenses (collectively, “Costs”) of the Drag-Along Sale to the extent not paid or reimbursed by the Company, the Third Party or another Person (other than WCAS IX); provided, that the liability for such Costs shall not exceed the total consideration received by such Drag-Along Stockholder for its Option Shares in respect of such Drag-Along Sale.  WCAS IX shall be entitled to estimate each Drag-Along Stockholder’s proportionate share of such Costs and to withhold such amounts from payments to be made to each Drag-Along Stockholder at the time of closing of the Drag-Along Sale; provided that (i) such estimate shall not preclude WCAS IX from recovering additional amounts from the Drag-Along Stockholders in respect of each Drag-Along Stockholder’s proportionate share of such Costs and (ii) WCAS IX shall reimburse each Drag-Along Stockholder to the extent actual amounts are ultimately less than the estimated amounts or any such amounts are paid by the Company, the Third Party or another Person (other than WCAS IX).

iii.Closing of Drag-Along Sale.

1.At the closing of such Drag-Along Sale, each of the Drag-Along Stockholders shall deliver certificates evidencing the Option Shares then held by it and to be sold in connection with such sale, duly endorsed for transfer or accompanied by stock powers executed in blank, against payment of the purchase price therefor by wire transfer to the account or accounts specified by such Drag-Along Stockholder or by check.

2.If the Drag-Along Sale is not consummated within 180 days from the date of the Drag-Along Notice, WCAS IX must deliver another Drag-Along Notice in order to exercise its rights under this Plan with respect to such Drag-Along Sale.

iv.Custody Agreement and Power of Attorney.  Upon receiving a Drag-Along Notice, each Drag-Along Stockholder will, if requested by WCAS IX, execute and deliver a custody agreement and power of attorney in form and substance reasonably satisfactory to WCAS IX

13

with respect to the Option Shares that are to be sold by such Drag-Along Stockholder pursuant hereto in respect of such Drag-Along Sale (a “Drag-Along Custody Agreement and Power of Attorney”).  The Drag-Along Custody Agreement and Power of Attorney will provide, among other things, that each such Drag-Along Stockholder will deliver to and deposit in custody with the custodian and attorney-in-fact named therein a certificate or certificates representing such Option Shares (each duly endorsed in blank by the registered owner or owners thereof) and irrevocably appoint said custodian and attorney-in-fact as its agent and attorney-in-fact with full power and authority to act under the Drag-Along Custody Agreement and Power of Attorney on its behalf with respect to (and subject to the terms and conditions of) the matters specified in this Plan.

v.The provisions of this Section (b) of Article XIV shall terminate and be of no further force or effect from and after the consummation of the Company’s Initial Public Offering.

c.     Required Provisions of Stock Option Agreements.  Each stock option agreement relating to Stock Options awarded under this Plan shall contain the following provisions (and shall not contain any provisions in conflict with the following provisions):

“The Participant hereby acknowledges receipt of a copy of the Plan and accepts and agrees to be bound by all of the terms and conditions of the Plan as if set out verbatim in this Agreement, including, without limitation, the provisions of Article XIV of the Plan which restrict transfers of shares of Stock issued upon exercise of the Stock Options without the prior written consent of Welsh, Carson, Anderson & Stowe IX, L.P. (“WCAS IX”) and require the holder of such shares to sell such shares at the request of WCAS IX under certain circumstances.  The Participant hereby further acknowledges and agrees that WCAS IX is an express third party beneficiary of the provisions of Article XIV of the Plan and this Agreement and is entitled to enforce such provisions against the Participant.  In the event of a conflict between the terms of the Plan and the terms of this Agreement, the terms of the Plan shall control.”

“This Agreement may be amended only by written agreement of the Participant and the Company (and WCAS IX, if such change would affect WCAS IX’s rights or obligations under Article XIV of the Plan or this Agreement), and may be amended without the consent of any other person.  The provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto (and WCAS IX as third party beneficiary) and their respective successors, representatives, heirs, descendants, distributees and permitted assigns.”

                d.             WCAS IX Consent to Certain Amendments; WCAS IX As Third Party Beneficiary.  Notwithstanding anything else to the contrary contained in this Plan, none of the provisions of this Article XIV shall be amended, modified, terminated or supplemented without

14

the prior written approval of WCAS IX, which is intended to be a beneficiary of such provisions entitled to enforce such provisions.

15

EX-12.1

Exhibit 12.1

													Predecessor			Successor
	Year Ended December 31,										Nine Months Ended September  30,		Period from January 1, 2004 through August 20			Period from August 21, 2004 through September  30,
	1999		2000		2001		2002		2003		2003		2004			2004
	(dollars in thousands)
Net income (loss) before income taxes	80,384		(107,690	)	74,704		(69,996	)	114,933		83,967		48,257		8,079
Fixed Charge
Interest expense incurred	(20,491	)	(29,419	)	(24,965	)	(26,498	)	(23,506	)	(18,460	)	(16,000	)	(9,139		)
Interest portion of lease expense	(7,812	)	(19,342	)	(21,616	)	(23,459	)	(21,883	)	(16,250	)	(13,878	)	(2,372		)
Total fixed charges	(28,303	)	(48,761	)	(46,581	)	(49,957	)	(45,389	)	(34,710	)	(29,878	)	(11,511		)
Net income (loss) before income taxes and fixed charges	108,687		(58,929	)	121,285		(20,039	)	160,322		118,677		77,135		19,590
Ratio of earnings to fixed charges	3.8	x	—		2.7	x	—		3.6	x	3.5	x	2.7	x	1.7		x

(1)           The ratio of earnings to fixed charges was calculated by dividing (i) net income (loss) before income taxes and fixed charges by (ii) fixed charges which consist of interest expense incurred, including amortization of debt expense and discount, and one-third of rental expense, which approximates the interest portion of our rental expense.  For the years ended December 31, 2000 and 2002, our earnings were not sufficient to cover our fixed charges by $58.9 million and $20.0 million, respectively.

EX-23.2

Exhibit 23.2

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We hereby consent to the use in this Registration Statement on Form S-4 of US Oncology, Inc. of our reportdated February 26, 2004 relating to the financial statements and financial statement schedules of US Oncology, Inc., which appears in such Registration Statement.  We also consent to the references to us under the headings “Experts” and “Selected Financial Data” in such Registration Statement.

/s/ PricewaterhouseCoopers LLP

Houston, Texas

December 17, 2004

EX-25.1

Exhibit 25.1

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM T-1

STATEMENT OF ELIGIBILITY

UNDER THE TRUST INDENTURE ACT OF 1939 OF A

CORPORATION DESIGNATED TO ACT AS TRUSTEE

CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF A TRUSTEE

PURSUANT TO SECTION 305(b)(2)  o

LASALLE BANK NATIONAL ASSOCIATION

(Exact name of trustee as specified in its charter)

36-0884183

(I.R.S. Employer

Identification No.)

135 South LaSalle Street, Chicago, Illinois 60603

(Address of principal executive offices) (Zip Code)

Willie J. Miller, Jr.

Group Senior Vice President

Chief Legal Officer and Secretary

Telephone: (312) 904-2018

135 South LaSalle Street, Suite 925

Chicago, Illinois 60603

(Name, address and telephone number of agent for service)

US Oncology, Inc.

 (Exact name of obligor as specified in its charter)

Delaware	84-1213501
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)

16825 Northchase Drive, Suite 1300 Houston, Texas	77060
(Address of principal executive offices)	(Zip Code)

9% Senior Notes due 2012

10¾% Senior Subordinated Notes due 2014

(Title of the indenture securities)

ITEM 1.  GENERAL INFORMATION*

Furnish the following information as to the trustee:

(a)           Name and address of each examining or supervising authority to which it is subject.

1.             Comptroller of the Currency, Washington D.C.

2.Federal Deposit Insurance Corporation, Washington, D.C.

3.The Board of Governors of the Federal Reserve Systems, Washington, D.C.

(b)           Whether it is authorized to exercise corporate trust powers.

                                                Yes.

ITEM 2.  AFFILIATIONS WITH THE OBLIGOR.

If the obligor is an affiliate of the trustee, describe each such affiliation.

Not Applicable

*Pursuant to General Instruction B, the trustee has responded only to items 1, 2 and 16 of this form since to the best knowledge of the trustee the obligor is not in default under any indenture under which the trustee is a trustee.

ITEM 16.                LIST OF EXHIBITS.

List below all exhibits filed as part of this statement of eligibility and qualification.

1.	A copy of the Articles of Association of LaSalle Bank National Association now in effect. (incorporated herein by reference to Exhibit 1 filed with Form T-1 filed with the Current Report on Form 8-K, dated June 29, 2000, in File No. 333-61691).
2.	A copy of the certificate of authority to commence business (incorporated herein by reference to Exhibit 2 filed with Form T-1 filed with the Current Report on Form 8-K, dated June 29, 2000, in File No. 333-61691).
3.	A copy of the authorization to exercise corporate trust powers (incorporated herein by reference to Exhibit 3 filed with Form T-1 filed with the Current Report on Form 8-K, dated June 29, 2000, in File No. 333-61691).
4.	A copy of the existing By-Laws of LaSalle Bank National Association (incorporated herein by reference to Exhibit 4 filed with Form T-1 filed with the Current Report on Form 8-K, dated June 29, 2000, in File No. 333-61691).
5.	Not applicable.
6.	The consent of the trustee required by Section 321(b) of the Trust Indenture Act of 1939 (incorporated herein by reference to Exhibit 6 filed with Form T-1 filed with the Current Report on Form 8-K, dated June 29, 2000, in File No. 333-61691).
7.	A copy of the latest report of condition of the trustee published pursuant to law or the requirements of its supervising or examining authority.
8.	Not applicable.
9.	Not applicable.

SIGNATURE

Pursuant to the requirements of the Trust Indenture Act of 1939, the trustee, LaSalle Bank National Association, a corporation organized and existing under the laws of the United States of America, has duly caused this statement of eligibility to be signed on its behalf by the undersigned, thereunto duly authorized, all in the City of Chicago, State of Illinois, on the 13th day of December, 2004.

LASALLE BANK NATIONAL ASSOCIATION
	By:	/s/ John W. Porter
		John W. Porter
		Vice President

LaSalle Bank N.A.	Call Date:	9/30/2004	ST-BK: 17-1520	EXHIBIT 7
135 South LaSalle Street
Chicago, IL 60603			CERT:15407
Transit Number: 71000505

Consolidated Report of Condition for Insured Commercial and

State-Chartered Savings Banks for September 30, 2004

All schedules are to be reported in thousands of dollars.  Unless otherwise indicated,

report the amount outstanding as of the last business day of the quarter.

Schedule RC - Balance Sheet

			Dollar Amounts in Thousands
ASSETS
1. Cash and balances due from depository institutions (from Schedule RC-A):			RCFD
a. Noninterest-bearing balances and currency and coin (1)			0081	1,617,795	1.a
b. Interest-bearing balances (2)			0071	17,868	1.b
2. Securities:
a. Held-to-maturity securities (from Schedule RC-B, column A)			1754	112,879	2.a
b. Available-for-sale securities (from Schedule RC-B, column D)			1773	19,132,076	2.b
3. Federal funds sold and securities purchased under agreements to resell
a. Federal funds sold in domestic offices			B987	1,384,310	3.a
b. Securitites purchased under agreements to resell (3)			B989	72,124	3.b
4. Loans and lease financing receivables (from schedule RC-C)
a. Loans and leases held for sale			5369	550,959	4.a
b. Loans and leases, net of unearned income	B528	35,541,659
c. LESS: Allowance for loan and lease losses	3123	673,205			4.c
d. Loans and leases, net of unearned income, allowance, and reserve (item 4.a minus 4.b and 4.c)			B529	34,868,454	4.d
5. Trading assets (from Schedule RC-D)			3545	397,518	5.
6. Premises and fixed assets (including capitalized leases)			2145	277,181	6.
7. Other real estate owned (from Schedule RC-M)			2150	16,025	7.
8. Investments in unconsolidated subsidiaries and associated companies (from Schedule RC-M)			2130	0	8.
9. Customers’ liability to this bank on acceptances outstanding			2155	22,446	9.
10. Intangible assets (from Schedule RC-M)
a. Goodwill			3163	181,613	10.a
b. Other Intangible assets			0426	642	10.b
11. Other assets (from Schedule RC-F)			2160	3,068,898	11.
12. Total assets (sum of items 1 through 11)			2170	61,720,788	12.

(1) Includes cash items in process of collection and unposted debits.

(2) Includes time certificates of deposit not held for trading.

(3) Includes all securites resale agreements in domestic and foreign offies, regardless of maturity.

LaSalle Bank N.A.	Call Date:	9/30/2004	ST-BK:  17-1520	FFIEC	031
135 South LaSalle Street				Page	RC-  2
Chicago, IL  60603	Vendor ID:	D	CERT:  15407	12
Transit Number:  71000505

Schedule RC - Continued

			Dollar Amounts in Thousands
LIABILITIES
13. Deposits:
			RCON
a. In domestic offices (sum of totals of columns A and C from Schedule RC-E, part I)			2200	29,385,449	13.a
	RCON
(1) Noninterest-bearing (1)	6631	7,020,336			13.a.1
(2) Interest-bearing	6636	22,365,113			13.a.2
			RCFN
b. In foreign offices, Edge and Agreement subsidiaries, and IBFs (from Schedule RC-E, part II)			2200	8,000,220	13.b
	RCFN
(1) Noninterest-bearing	6631	0			13.b.1
(2) Interest-bearing	6636	8,000,220			13.b.2
			RCON
14. Federal funds purchased and securities sold under agreements to repurchase:
a. Federal funds purchased in domestic offices (2)			B993	2,050,891	14.a
			RCFD
b. Securities sold under agreements to repurchase (3)			B995	2,683,667	14.b
15. Trading liabilities (from Schedule RC-D)			3548	181,999	15
16. Other borrowed money (includes mortgage indebtedness and obligations under capitalized leases): From schedule RC-M			3190	10,137,494	16
17. Not applicable.
18. Bank’s liability on acceptances executed and outstanding			2920	22,446	18.
19. Subordinated notes and debentures (4)			3200	540,000	19.
20. Other liabilities (from Schedule RC-G)			2930	3,373,423	20.
21. Total liabilities (sum of items 13 through 20)			2948	56,375,589	21.
22. Minority Interest in consolidated subsidiaries			3000	66,347	22.
EQUITY CAPITAL
			RCFD
23. Perpetual preferred stock and related surplus			3838	500,000	23.
24. Common stock			3230	41,234	24.
25. Surplus (exclude all surplus related to preferred stock)			3839	2,010,375	25.
26. a.Retained Earnings			3632	2,391,174	26.a
b. Accumulated Other Comprehensive income.(5)			B530	336,069	26.b
27. Other Equity capital components (6)			3284	0	27.
28. Total equity capital (sum of items 23 through 27)			3210	5,278,852	28.
29. Total liabilities, minority interest, and equity capital (sum of items 21, 22, and 28)			3300	61,720,788	29.
Memorandum
To be reported only with the March Report of Condition.
			RCFD	Number
1. Indicate in the box at the right the number of the statement below that best describes the most comprehensive level of auditing work performed for the bank by independent external auditors as of any date during 2001			6724	N/A	M.1

1 =	Independent audit of the bank conducted in accordance with generally accepted auditing standards by a certified public accounting firm which submits a report on the bank
2 =	Independent audit of the bank’s parent holding company conducted in accordance with generally accepted auditing standards by a certified public accounting firm which submits a report on the consolidated holding company (but not on the bank separately)
3 =	Attestation on bank managements assertion on the effectiveness of the banks internal control over financial reporting by a certified public accounting firm. with generally accepted auditing standards by a certified public accounting firm
4 =	Directors’ examination of the bank conducted in accordance with generally accepted auditing standards by a certified accounting firm. (may be required by state chartering authority)
5 =	Directors’ examination of the bank performed by other external auditors (may be required by state chartering authority)
6 =	Review of the bank’s financial statements by external auditors
7 =	Compilation of the bank’s financial statements by external auditors
8 =	Other audit procedures (excluding tax preparation work)
9 =	No external audit work

(1) Includes total demand deposits and noninterest-bearing time and savings deposits.

(2) Report overnight Federal Home Loan Bank advances in Schedule RC, item 16 “other borrowed money.”

(3) Includes all securities repurchased agreements in domestic and foreign offices, regardless of maturity.

(4) Includes limited-life preferred stock and related surplus.

(5) Includes net unrealized holding gains(losses) on available for sale securities, accumulated net gains (losses) on cash flow hedges, cumulative foreign currency translation adjustments, and minimum pension liability adjustments.

(6) Includes treasury stock and unearned Employee Stock Ownership plan shares.

EX-99.1

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LETTER OF TRANSMITTAL
For Offer to Exchange
All Outstanding 9% Senior Notes due 2012
and
All Outstanding 10³/4% Senior Subordinated Notes due 2014
of
US ONCOLOGY, INC.

THE EXCHANGE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON            , 2005 (THE "EXPIRATION DATE") UNLESS EXTENDED.

The Exchange Agent is:
LASALLE BANK NATIONAL ASSOCIATION

By Mail, Hand or Overnight Delivery:	By Facsimile:
LaSalle Bank National Association Corporate Trust Administration 135 South LaSalle Street, Suite 1960 Chicago, IL 60603	(312) 904-2970 For Information or Confirmation by Telephone: (312) 904-2236

        Delivery of this Letter of Transmittal to an address other than as set forth above or transmission via a facsimile transmission to a number other than as set forth above will not constitute a valid delivery.

        The undersigned acknowledges receipt of the Prospectus dated                        , 2005 (the "Prospectus") of US Oncology,  Inc. (the "Issuer"), and this Letter of Transmittal (the "Letter of Transmittal"), which together describe the Issuer's offer (the "Exchange Offer") to exchange their 9% Senior Notes due 2012 which have been registered under the Securities Act of 1933, as amended (the "Securities Act") (the "Senior Exchange Notes") for their outstanding 9% Senior Notes due 2012 (the "Outstanding Senior Notes" and, together with the Senior Exchange Notes, the "Senior Notes") and their 10³/4% Senior Subordinated Notes due 2014 which have been registered under the Securities Act (the "Senior Subordinated Exchange Notes") for their outstanding 10³/4% Senior Subordinated Notes due 2014 (the "Outstanding Senior Subordinated Notes" and, together with the Senior Subordinated Exchange Notes, the "Senior Subordinated Notes") from the holders thereof.

        The terms of the Senior Exchange Notes and the Senior Subordinated Exchange Notes are identical in all material respects (including principal amount, interest rate and maturity) to the terms of the Outstanding Senior Notes and Senior Subordinated Exchange Notes, respectively, for which they may be exchanged pursuant to the Exchange Offer, except that the Senior Exchange Notes and Senior Subordinated Exchange Notes are freely transferable by holders thereof (except as provided herein or in the Prospectus).

        Capitalized terms used but not defined herein shall have the same meaning given them in the Prospectus.

        YOUR BANK OR BROKER CAN ASSIST YOU IN COMPLETING THIS FORM. THE INSTRUCTIONS INCLUDED WITH THIS LETTER OF TRANSMITTAL MUST BE FOLLOWED. QUESTIONS AND REQUESTS FOR ASSISTANCE OR FOR ADDITIONAL COPIES OF THE

PROSPECTUS AND THIS LETTER OF TRANSMITTAL MAY BE DIRECTED TO THE EXCHANGE AGENT.

        The undersigned has checked the appropriate boxes below and signed this Letter of Transmittal to indicate the action the undersigned desires to take with respect to the Exchange Offer.

PLEASE READ THE ENTIRE
LETTER OF TRANSMITTAL AND THE PROSPECTUS
CAREFULLY BEFORE CHECKING ANY BOX BELOW.

        List below the Outstanding Notes to which this Letter of Transmittal relates. If the space provided below is inadequate, the certificate numbers and aggregate principal amounts should be listed on a separate signed schedule affixed hereto.

DESCRIPTION OF OUTSTANDING SENIOR NOTES AND/OR OUTSTANDING SENIOR SUBORDINATED NOTES TENDERED HEREWITH
Name(s) and Address(es) of Registered Holder(s)/ (Please fill in)		Series of Outstanding Notes*	Certificate Number(s)**	Aggregate Principal Amount Represented by Outstanding Notes**	Principal Amount Tendered***
	Total:
*	Designate either Outstanding Senior Notes or Outstanding Senior Subordinated Notes
**	Need not be completed by book-entry holders.
***	Unless otherwise indicated, the holder will be deemed to have tendered the full aggregate principal amount represented by such Outstanding Senior Notes or Outstanding Senior Subordinated Notes. See instruction 2.

        Holders of Outstanding Senior Notes or Outstanding Senior Subordinated Notes whose respective notes are not immediately available or who cannot deliver all other required documents to the Exchange Agent on or prior to the Expiration Date or who cannot complete the procedures for book-entry transfer on a timely basis, must tender their Outstanding Senior Notes or Outstanding Senior Subordinated Notes according to the guaranteed delivery procedures set forth in the Prospectus.

        Unless the context otherwise requires, the term "holder" for purposes of this Letter of Transmittal means any person in whose name Outstanding Senior Notes or Outstanding Senior Subordinated notes, respectively, are registered or any other person who has obtained a properly completed bond power from the registered holder or any person whose Outstanding Senior Notes or Outstanding Senior Subordinated Notes are held of record by The Depository Trust Company ("DTC").

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CHECK HERE IF TENDERED OUTSTANDING SENIOR NOTES AND/OR OUTSTANDING SENIOR SUBORDIANTED NOTES ARE BEING DELIVERED PURSUANT TO A NOTICE OF GUARANTEED DELIVERY AND COMPLETE THE FOLLOWING:

Name of Registered Holder(s):

Name of Eligible Guarantor Institution that Guaranteed Delivery:

Date of Execution of Notice of Guaranteed Delivery:

If Delivered by Book-Entry Transfer:

Name of Tendering Institution:

Account Number:

Transaction Code Number:

CHECK HERE IF SENIOR EXCHANGE NOTES AND/OR SENIOR SUBORDINATED EXCHANGE NOTES ARE TO BE DELIVERED TO PERSON OTHER THAN PERSON SIGNING THIS LETTER OF TRANSMITTAL:

Name:

Address:

CHECK HERE IF SENIOR EXCHANGE NOTES AND/OR SENIOR SUBORDINATED EXCHANGE NOTES ARE TO BE DELIVERED TO ADDRESS DIFFERENT FROM THAT LISTED ELSEWHERE IN THIS LETTER OF TRANSMITTAL:

Name:

Address:

CHECK HERE IF YOU ARE A BROKER-DEALER WHO ACQUIRED OUTSTANDING SENIOR NOTES AND/OR OUTSTANDING SENIOR SUBORDINATED NOTES FOR YOUR OWN ACCOUNT AS A RESULT OF MARKET MAKING OR OTHER TRADING ACTIVITIES AND WISH TO RECEIVE 10 ADDITIONAL COPIES OF THE PROSPECTUS AND 10 COPIES OF ANY AMENDMENTS OR SUPPLEMENTS THERETO.

Name:

Address:

If the undersigned is not a broker-dealer, the undersigned represents that it is not engaged in, and does not intend to engage in, a distribution of Senior Exchange Notes or Senior Subordinated Exchange Notes. If the undersigned is a broker-dealer that will receive Senior Exchange Notes and/or Senior Subordinated Exchange Notes for its own account in exchange for Outstanding Senior Notes and/or Outstanding Senior Subordinated Exchange Notes, respectively, that were acquired as a result of market-making activities or other trading activities, it acknowledges that it will deliver a prospectus in connection with any resale of such Senior Exchange Notes and/or Senior Subordinated Exchange Notes; 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 Securities Act. A broker-dealer may not participate in the Exchange Offer with respect to Outstanding Senior Notes and/or the Outstanding Senior Subordinated Notes, acquired other than as a result of market-making activities or other trading activities. Any holder who is an "affiliate" of the Issuer or who has an arrangement or understanding with respect to the distribution of the Senior Exchange Notes or Senior Subordinated Exchange Notes to be acquired pursuant to the Exchange Offer, or any broker-dealer who purchased Outstanding Senior Notes and/or Outstanding Senior Subordinated Notes from the Issuer to resell pursuant to Rule 144A under the Securities Act or any other available exemption under the Securities Act must comply with the registration and prospectus delivery requirements under the Securities Act.

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PLEASE READ THE ACCOMPANYING INSTRUCTIONS CAREFULLY

Ladies and Gentlemen:

        Upon the terms and subject to the conditions of the Exchange Offer, the undersigned hereby tenders to the Issuer the principal amount of the Outstanding Senior Notes and/or Senior Subordinated Notes indicated above. Subject to, and effective upon, the acceptance for exchange of all or any portion of the Outstanding Senior Notes and/or Senior Subordinated Notes tendered herewith in accordance with the terms and conditions of the Exchange Offer (including, if the Exchange Offer is extended or amended, the terms and conditions of any such extension or amendment), the undersigned hereby exchanges, assigns and transfers to, or upon the order of, the Issuer all right, title and interest in and to such Outstanding Senior Notes and/or Outstanding Senior Subordinated Notes as are being tendered herewith. The undersigned hereby irrevocably constitutes and appoints the Exchange Agent as its true and lawful agent and attorney-in-fact of the undersigned (with full knowledge that the Exchange Agent also acts as the agent of the Issuer, in connection with the Exchange Offer) to cause the Outstanding Senior Notes and/or Outstanding Senior Subordinated Notes to be assigned, transferred and exchanged.

        The undersigned represents and warrants that it has full power and authority to tender, exchange, assign and transfer the Outstanding Senior Notes and/or Outstanding Senior Subordinated Notes and to acquire Senior Exchange Notes and/or Senior Subordinated Exchange Notes, respectively, issuable upon the exchange of such tendered Outstanding Senior Notes and/or Outstanding Senior Subordinated Notes, and that, when the same are accepted for exchange, the Issuer will acquire good and unencumbered title to the tendered Outstanding Senior Notes and Outstanding Senior Subordinated Notes, free and clear of all liens, restrictions, charges and encumbrances and not subject to any adverse claim. The undersigned also warrants that it will, upon request, execute and deliver any additional documents deemed by the Exchange Agent or the Issuer to be necessary or desirable to complete the exchange, assignment and transfer of the tendered Outstanding Senior Notes and/or Outstanding Senior Subordinated Notes or transfer ownership of such Outstanding Senior Notes and/or Outstanding Senior Subordinated Notes, respectively, on the account books maintained by the book-entry transfer facility. The undersigned further agrees that acceptance of any and all validly tendered Outstanding Senior Notes and Outstanding Senior Subordinated Notes by the Issuer and the issuance of Senior Exchange Notes and Senior Subordinated Exchange Notes, respectively, in exchange therefor shall constitute performance in full by the Issuer of its obligations under the Registration Rights Agreement dated August 4, 2004, among Oiler Acquisition Corp. and Citigroup Global Markets Inc. (the "Registration Rights Agreement"), and that the Issuer shall have no further obligations or liabilities thereunder. The undersigned will comply with its obligations under the Registration Rights Agreement. The undersigned has read and agrees to all terms of the Exchange Offer.

        The undersigned understands that tenders of Outstanding Senior Notes and/or Outstanding Senior Subordinated Notes pursuant to any one of the procedures described in the Prospectus and in the instructions attached hereto will, upon the Issuer's acceptance for exchange of such tendered Outstanding Senior Notes and/or Outstanding Senior Subordinated Notes, respectively, constitute a binding agreement between the undersigned and the Issuer upon the terms and subject to the conditions of the Exchange Offer. The undersigned recognizes that, under circumstances set forth in the Prospectus, the Issuer may not be required to accept for exchange any of the Outstanding Senior Notes and/or Outstanding Senior Subordinated Notes.

        By tendering shares of Outstanding Senior Notes and/or Outstanding Senior Subordinated Notes and executing this Letter of Transmittal, the undersigned represents that Senior Exchange Notes and/or Senior Subordinated Exchange Notes acquired in the exchange will be obtained in the ordinary course of business of the undersigned, that the undersigned has no arrangement or understanding with any person to participate in a distribution (within the meaning of the Securities Act) of such Senior Exchange Notes or Senior Subordinated Exchange Notes, that the undersigned is not an "affiliate" of

4

the Issuer within the meaning of Rule 405 under the Securities Act and that if the undersigned or the person receiving such Senior Exchange Notes and/or Senior Subordinated Exchange Notes, whether or not such person is the undersigned, is not a broker-dealer, the undersigned represents that it is not engaged in, and does not intend to engage in, a distribution of Senior Exchange Notes and/or Senior Subordinated Exchange Notes. If the undersigned or the person receiving such Senior Exchange Notes and/or Senior Subordinated Exchange Notes, whether or not such person is the undersigned, is a broker-dealer that will receive Senior Exchange Notes and/or Senior Subordinated Exchange Notes for its own account in exchange for Outstanding Senior Notes and/or Outstanding Senior Subordinated Notes, respectively, that were acquired as a result of market-making activities or other trading activities, it acknowledges that it will deliver a prospectus in connection with any resale of such Senior Exchange Notes and or Senior Subordinated Exchange Notes; 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 Securities Act.

        Any holder of Outstanding Senior Notes and/or Outstanding Senior Subordinated Notes using the Exchange Offer to participate in a distribution of the Senior Exchange Notes and/or Senior Subordinated Exchange Notes, respectively, (i) cannot rely on the position of the staff of the Securities and Exchange Commission enunciated in its interpretive letter with respect to Exxon Capital Holdings Corporation (available April 13, 1989) or similar interpretive letters and (ii) must comply with the registration and prospectus requirements of the Securities Act in connection with a secondary resale transaction.

        All authority herein conferred or agreed to be conferred shall survive the death or incapacity of the undersigned and every obligation of the undersigned hereunder shall be binding upon the heirs, personal representatives, successors and assigns of the undersigned. Tendered Outstanding Senior Notes and/or Outstanding Senior Subordinated Notes may be withdrawn at any time prior to the Expiration Date in accordance with the terms of this Letter of Transmittal. Except as stated in the Prospectus, this tender is irrevocable.

        Certificates for all Senior Exchange Notes and/or Senior Subordinated Exchange Notes delivered in exchange for tendered Outstanding Senior Notes and/or Outstanding Senior Subordinated Notes, respectively, and any Outstanding Senior Notes and/or Outstanding Senior Subordinated Notes delivered herewith but not exchanged, and registered in the name of the undersigned, shall be delivered to the undersigned at the address shown below the signature of the undersigned.

        The undersigned, by completing the box entitled "Description of Outstanding Senior Notes and/or Outstanding Senior Subordinated Notes Tendered Herewith" above and signing this letter, will be deemed to have tendered the Outstanding Senior Notes and/or Outstanding Senior Subordinated Notes as set forth in such box.

5

TENDERING HOLDER(S) SIGN HERE
(Complete accompanying substitute Form W-9)

        Must be signed by registered holder(s) exactly as name(s) appear(s) on certificate(s) for Outstanding Senior Notes and/or Outstanding Senior Subordinated Notes hereby tendered or in whose name Outstanding Senior Notes and/or Outstanding Senior Subordinated Notes are registered on the books of DTC or one of its participants, or by any person(s) authorized to become the registered holder(s) by endorsements and documents transmitted herewith. If signature is by a trustee, executor, administrator, guardian, attorney-in-fact, officer of a corporation or other person acting in a fiduciary or representative capacity, please set forth the full title of such person. See Instruction 3.

(Signature(s) of Holder(s))

Date

Name(s)

(Please Print)

Capacity (full title)

Address

(Including Zip Code)

Daytime Area Code and Telephone No.

Taxpayer Identification No.

GUARANTEE OF SIGNATURE(S)
(If Required—See Instruction 3)

Authorized Signature

Dated

Name

Title

Name of Firm

Address of Firm

(Include Zip Code)

Area Code and Telephone No.

6

SPECIAL ISSUANCE INSTRUCTIONS
(See Instructions 3 and 4)

        To be completed ONLY if Senior Exchange Notes, Senior Subordinated Exchange Notes, Outstanding Senior Notes and/or Outstanding Senior Subordinated Notes not tendered are to be issued in the name of someone other than the registered holder of the Outstanding Senior Notes and/or Outstanding Senior Subordinated Notes, respectively, whose name(s) appear(s) above.

Issue:	o	Outstanding Senior Notes and/or Outstanding Senior Subordinated Notes not tendered to:
	o	Senior Exchange Notes and/or Senior Subordinated Exchange Notes to:
Name(s)
Address:
(Include Zip Code)

Daytime Area Code
and Telephone No.

Tax Identification No.

SPECIAL DELIVERY INSTRUCTIONS
(See Instructions 3 and 4)

        To be completed ONLY if Senior Exchange Notes, Senior Subordinated Exchange Notes, Outstanding Senior Notes and/or Outstanding Senior Subordinated Notes not tendered are to be sent to someone other than the registered holder of the Outstanding Senior Notes and/or Outstanding Senior Subordinated Notes, respectively, whose name(s) appear(s) above, or such registered holder(s) at an address other than that shown above.

Mail:	o	Outstanding Senior Notes and/or Outstanding Senior Subordinated Notes not tendered to:
	o	Senior Exchange Notes and/or Senior Subordinated Exchange Notes to:
Name(s)
Address:
(Include Zip Code)

Area Code and
Telephone No.

7

INSTRUCTIONS

FORMING PART OF THE TERMS AND CONDITIONS OF THE EXCHANGE OFFER

1.    Delivery of this Letter of Transmittal and Certificates; Guaranteed Delivery Procedures.

        A holder of Outstanding Senior Notes and/or Outstanding Senior Subordinated Notes may tender the same by (i) properly completing and signing this Letter of Transmittal or a facsimile hereof (all references in the Prospectus to the Letter of Transmittal shall be deemed to include a facsimile thereof) and delivering the same, together with the certificate or certificates, if applicable, representing such Outstanding Senior Notes and/or Outstanding Senior Subordinated Notes being tendered and any required signature guarantees and any other documents required by this Letter of Transmittal, to the Exchange Agent at its address set forth above on or prior to the Expiration Date, or (ii) complying with the procedure for book-entry transfer described below, or (iii) complying with the guaranteed delivery procedures described below.

        Holders of Outstanding Senior Notes and/or Outstanding Senior Subordinated Notes may tender such notes by book-entry transfer by crediting the Outstanding Senior Notes and/or Outstanding Senior Subordinated Notes, respectively to the Exchange Agent's account at DTC in accordance with DTC's Automated Tender Offer Program ("ATOP") and by complying with applicable ATOP procedures with respect to the Exchange Offer. DTC participants that are accepting the Exchange Offer should transmit their acceptance to DTC, which will edit and verify the acceptance and execute a book-entry delivery to the Exchange Agent's account at DTC. DTC will then send a computer-generated message (an "Agent's Message") to the Exchange Agent for its acceptance in which the holder of the Outstanding Senior Notes and/or Outstanding Senior Subordinated Notes acknowledges and agrees to be bound by the terms of, and makes the representations and warranties contained in, this Letter of Transmittal or the DTC participant confirms on behalf of itself and the beneficial owners of such Outstanding Senior Notes and/or Outstanding Senior Subordinated Notes all provisions of this Letter of Transmittal (including any representations and warranties) applicable to it and such beneficial owner as fully as if it had completed the information required herein and executed and transmitted this Letter of Transmittal to the Exchange Agent. Delivery of the Agent's Message by DTC will satisfy the terms of the Exchange Offer as to execution and delivery of a Letter of Transmittal by the participant identified in the Agent's Message. DTC participants may also accept the Exchange Offer by submitting a Notice of Guaranteed Delivery through ATOP.

        The method of delivery of this Letter of Transmittal, the Outstanding Senior Notes and/or Outstanding Senior Subordinated Notes and any other required documents is at the election and risk of the holder, and except as otherwise provided below, the delivery will be deemed made only when actually received or confirmed by the Exchange Agent. If such delivery is by mail, it is suggested that registered mail with return receipt requested, properly insured, be used. In all cases sufficient time should be allowed to permit timely delivery. No Outstanding Senior Notes, Outstanding Senior Subordinated Notes or Letters of Transmittal should be sent to the Issuer.

        Holders whose Outstanding Senior Notes and/or Outstanding Senior Subordinated Notes are not immediately available or who cannot deliver their Outstanding Senior Notes and/or Outstanding Senior Subordinated Notes and all other required documents to the Exchange Agent on or prior to the Expiration Date or comply with book-entry transfer procedures on a timely basis must tender their Outstanding Senior Notes and/or Outstanding Senior Subordinated Notes pursuant to the guaranteed delivery procedure set forth in the Prospectus. Pursuant to such procedure: (i) such tender must be made by or through an Eligible Guarantor Institution (as defined below); (ii) prior to the applicable Expiration Date, the Exchange Agent must have received from such Eligible Guarantor Institution a letter, telegram or facsimile transmission (receipt confirmed by telephone and an original delivered by guaranteed overnight courier) setting forth the name and address of the tendering holder, the names in

8

which such Outstanding Senior Notes and/or Outstanding Senior Subordinated Notes are registered, and, if applicable, the certificate numbers of such notes to be tendered; and (iii) all tendered Outstanding Senior Notes and Outstanding Senior Subordinated Notes (or a confirmation of any book-entry transfer of such Outstanding Senior Notes and/or Outstanding Senior Subordinated Notes into the Exchange Agent's account at a book-entry transfer facility) as well as this Letter of Transmittal and all other documents required by this Letter of Transmittal, must be received by the Exchange Agent within five business days after the Expiration Date, all as provided in the Prospectus.

        No alternative, conditional, irregular or contingent tenders will be accepted. All tendering holders, by execution of this Letter of Transmittal (or facsimile thereof), shall waive any right to receive notice of the acceptance of the Outstanding Senior Notes and/or Outstanding Senior Subordinated Notes for exchange.

2.    Partial Tenders; Withdrawals.

        If less than the entire principal amount of Outstanding Senior Notes and/or Outstanding Senior Subordinated Notes evidenced by a submitted certificate is tendered, the tendering holder must fill in the aggregate principal amount of Outstanding Senior Notes and/or Outstanding Senior Subordinated Notes tendered in the box entitled "Description of Outstanding Senior Notes and/or Outstanding Senior Subordinated Notes Tendered Herewith." A newly issued certificate for the Outstanding Senior Notes and/or Outstanding Senior Subordinated Notes, respectively, submitted but not tendered will be sent to such holder as soon as practicable after the applicable Expiration Date. All Outstanding Senior Notes and Outstanding Senior Subordinated Notes delivered to the Exchange Agent will be deemed to have been tendered unless otherwise clearly indicated.

        If not yet accepted, a tender pursuant to the applicable Exchange Offer may be withdrawn prior to the Expiration Date.

        To be effective with respect to the tender of Outstanding Senior Notes and/or Outstanding Senior Subordinated Notes, a written notice of withdrawal must: (i) be received by the Exchange Agent at the address for the Exchange Agent set forth above before the Issuer notifies the Exchange Agent that it has accepted the tender of Outstanding Senior Notes and/or Outstanding Senior Subordinated Notes pursuant to the Exchange Offer; (ii) specify the name of the person who tendered the Outstanding Senior Notes and/or Outstanding Senior Subordinated Notes to be withdrawn; (iii) identify the Outstanding Senior Notes and/or Outstanding Senior Subordinated Notes to be withdrawn (including the principal amount of such notes, or, if applicable, the certificate numbers shown on the particular certificates evidencing such notes and the principal amount of such notes represented by such certificates); (iv) include a statement that such holder is withdrawing its election to have such notes exchanged; and (v) be signed by the holder in the same manner as the original signature on this Letter of Transmittal (including any required signature guarantee). The Exchange Agent will return the properly withdrawn Outstanding Senior Notes and/or Outstanding Senior Subordinated Notes promptly following receipt of notice of withdrawal. If Outstanding Senior Notes and/or Outstanding Senior Subordinated Notes have been tendered pursuant to the procedure for book-entry transfer, any notice of withdrawal must specify the name and number of the account at the book-entry transfer facility to be credited with the withdrawn such notes or otherwise comply with the book-entry transfer facility's procedures. All questions as to the validity of notices of withdrawals, including time of receipt, will be determined by the Issuer, and such determination will be final and binding on all parties.

        Any Outstanding Senior Notes and/or Outstanding Senior Subordinated Notes so withdrawn will be deemed not to have been validly tendered for exchange for purposes of the Exchange Offer. Any Outstanding Senior Notes and/or Outstanding Senior Subordinated Notes which have been tendered for exchange but which are not exchanged for any reason will be returned to the holder thereof without cost to such holder (or, in the case of Outstanding Senior Notes and/or Outstanding Senior Subordinated Notes tendered by book-entry transfer into the Exchange Agent's account at the book

9

entry transfer facility pursuant to the book-entry transfer procedures described above, such Outstanding Senior Notes and/or Outstanding Senior Subordinated Notes will be credited to an account with such book-entry transfer facility specified by the holder) as soon as practicable after withdrawal, rejection of tender or termination of the applicable Exchange Offer. Properly withdrawn Outstanding Senior Notes and/or Outstanding Senior Subordinated Notes may be retendered by following one of the procedures described under the caption "The Exchange Offer—Procedures for Tendering" in the Prospectus at any time prior to the Expiration Date.

3.    Signature on this Letter of Transmittal; Written Instruments and Endorsements; Guarantee of Signatures.

        If this Letter of Transmittal is signed by the registered holder(s) of the Outstanding Senior Notes and/or Outstanding Senior Subordinated Notes tendered hereby, the signature must correspond with the name(s) as written on the face of the certificates without alteration, enlargement or any change whatsoever. If any of the Outstanding Senior Notes and/or Outstanding Senior Subordinated Notes tendered hereby are owned of record by two or more joint owners, all such owners must sign this Letter of Transmittal.

        If a number of Outstanding Senior Notes and/or Outstanding Senior Subordinated Notes registered in different names are tendered, it will be necessary to complete, sign and submit as many separate copies of this Letter of Transmittal as there are different registrations of such notes.

        When this Letter of Transmittal is signed by the registered holder or holders (which term, for the purposes described herein, shall include the book-entry transfer facility whose name appears on a security listing as the owner of the Outstanding Senior Notes and/or Outstanding Senior Subordinated Notes) of Outstanding Senior Notes and/or Outstanding Senior Subordinated Notes listed and tendered hereby, no endorsements of certificates or separate written instruments of transfer or exchange are required.

        If this Letter of Transmittal is signed by a person other than the registered holder or holders of the Outstanding Senior Notes and/or Outstanding Senior Subordinated Notes listed, such notes must be endorsed or accompanied by separate written instruments of transfer or exchange in form satisfactory to the Issuer and duly executed by the registered holder, in either case signed exactly as the name or names of the registered holder or holders appear(s) on such notes.

        If this Letter of Transmittal, any certificates or separate written instruments of transfer or exchange are signed by trustees, executors, administrators, guardians, attorneys-in-fact, officers of corporations or others acting in a fiduciary or representative capacity, such persons should so indicate when signing, and, unless waived by the Issuer, proper evidence satisfactory to the Issuer of their authority so to act must be submitted.

        Endorsements on certificates or signatures on separate written instruments of transfer or exchange required by this Instruction 3 must be guaranteed by an Eligible Guarantor Institution.

        Signatures on this Letter of Transmittal must be guaranteed by an Eligible Guarantor Institution, unless Outstanding Senior Notes and/or Outstanding Senior Subordinated Notes are tendered: (i) by a holder who has not completed the box entitled "Special Issuance Instructions" or "Special Delivery Instructions" on this Letter of Transmittal; or (ii) for the account of an Eligible Guarantor Institution (as defined below). In the event that the signatures in this Letter of Transmittal or a notice of withdrawal, as the case may be, are required to be guaranteed, such guarantees must be by an eligible guarantor institution which is a member of a firm of a registered national securities exchange or of the National Association of Securities Dealers, Inc., a commercial bank or trust company having an office or correspondent in the United States or another "eligible guarantor institution" within the meaning of Rule 17Ad-15 under the Securities Exchange Act of 1934, as amended (an "Eligible Guarantor Institution"). If Outstanding Senior Notes and/or Outstanding Senior Subordinated Notes are registered

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in the name of a person other than the signer of this Letter of Transmittal, such notes surrendered for exchange must be endorsed by, or be accompanied by a written instrument or instruments of transfer or exchange, in satisfactory form as determined by the Issuer, in its sole discretion, duly executed by the registered holder with the signature thereon guaranteed by an Eligible Guarantor Institution.

4.    Special Issuance and Delivery Instructions.

        Tendering holders should indicate, as applicable, the name and address to which the Senior Exchange Notes or Senior Subordinated Exchange Notes or certificates for Outstanding Senior Notes and/or Outstanding Senior Subordinated Notes not exchanged are to be issued or sent, if different from the name and address of the person signing this Letter of Transmittal. In the case of issuance in a different name, the tax identification number of the person named must also be indicated. Holders tendering Outstanding Senior Notes and/or Outstanding Senior Subordinated Notes by book-entry transfer may request that such notes not exchanged be credited to such account maintained at the book-entry transfer facility as such holder may designate.

5.    Transfer Taxes.

        The Issuer shall pay all transfer taxes, if any, applicable to the transfer and exchange of Outstanding Senior Notes and Outstanding Senior Subordinated Notes to it or its order pursuant to the Exchange Offer. If, however, certificates representing Senior Exchange Notes, Senior Subordinated Exchange Notes, Outstanding Senior Notes and/or Outstanding Senior Subordinated Notes for principal amounts not tendered or accepted for exchange are to be delivered to, or are to be registered or issued in the name of, any other person other than the registered holder of the Outstanding Senior Notes and/or Outstanding Senior Subordinated Notes tendered, or if tendered Outstanding Senior Notes and/or Outstanding Senior Subordinated Notes are registered in the name of any person other than the person signing the Letter of Transmittal, or if a transfer tax is imposed for any reason other than the transfer and exchange of Outstanding Senior Notes and/or Outstanding Senior Subordinated Notes to the Issuer or its order pursuant to the Exchange Offer, the amount of any such transfer taxes (whether imposed on the registered holder or any other person) will be payable by the tendering holder. If satisfactory evidence of payment of such taxes or exception therefrom is not submitted herewith the amount of such transfer taxes will be billed directly to such tendering holder.

6.    Waiver of Conditions.

        The Issuer reserves the absolute right to waive, in whole or in part, any of the conditions to the Exchange Offer set forth in the Prospectus.

7.    Mutilated, Lost, Stolen or Destroyed Securities.

        Any holder whose Outstanding Senior Notes and/or Outstanding Senior Subordinated Notes have been mutilated, lost, stolen or destroyed, should contact the Exchange Agent at the address indicated below for further instructions.

8.    Substitute Form W-9

        Each holder of Outstanding Senior Notes and/or Outstanding Senior Subordinated Notes whose notes are accepted for exchange (or other payee) is generally required to provide a correct taxpayer identification number ("TIN") (e.g., the holder's Social Security or federal employer identification number) and certain other information, on Substitute Form W-9, which is provided under "Important Tax Information" below, and to certify under penalties of perjury that the holder (or other payee) is not subject to backup withholding. Failure to provide the information on the Substitute Form W-9 may subject the holder (or other payee) to a $50 penalty imposed by the Internal Revenue Service and 28% federal income tax backup withholding on payments made in connection with the Outstanding Senior Notes, Outstanding Senior Subordinated Notes, Senior Exchange Notes or the Senior Subordinated Exchange Notes. The box in Part 3 of the Substitute Form W-9 may be checked if the holder (or other

11

payee) has not been issued a TIN and has applied for a TIN or intends to apply for a TIN in the near future. If the box in Part 3 is checked and a TIN is not provided by the time any payment is made in connection with the Outstanding Senior Notes, Outstanding Senior Subordinated Notes, Senior Exchange Notes or the Senior Subordinated Exchange Notes, 28% of all such payments will be withheld until a TIN is provided and, if a TIN is not provided within 60 days, such withheld amounts will be paid over to the Internal Revenue Service.

9.    Requests for Assistance or Additional Copies.

        Questions relating to the procedure for tendering, as well as requests for additional copies of the Prospectus and this Letter of Transmittal, may be directed to the Exchange Agent at the address and telephone number set forth above. In addition, all questions relating to the Exchange Offer, as well as requests for assistance or additional copies of the Prospectus and this Letter of Transmittal, may be directed to the Exchange Agent at the address and telephone number indicated above.

        IMPORTANT: This Letter of Transmittal or a facsimile or copy thereof (together with certificates of Outstanding Senior Notes and/or Outstanding Senior Subordinated Notes or confirmation of book-entry transfer and all other required documents) or a Notice of Guaranteed Delivery must be received by the Exchange Agent on or prior to the Expiration Date.

IMPORTANT TAX INFORMATION

        Under U.S. federal income tax law, a holder of Outstanding Senior Notes and/or Outstanding Senior Subordinated Notes whose respective notes are accepted for exchange may be subject to backup withholding unless the holder provides LaSalle Bank National Association, as Paying Agent (the "Paying Agent"), through the Exchange Agent, with either (i) such holder's correct taxpayer identification number ("TIN") on Substitute Form W-9 attached hereto, certifying (A) that the TIN provided on Substitute Form W-9 is correct (or that such holder of Outstanding Senior Notes and/or Outstanding Senior Subordinated Notes is awaiting a TIN), (B) that the holder of Outstanding Senior Notes and/or Outstanding Senior Subordinated Notes is not subject to backup withholding because (x) such holder of Outstanding Senior Notes and/or Outstanding Senior Subordinated Notes is exempt from backup withholding, (y) such holder of Outstanding Senior Notes and/or Outstanding Senior Subordinated Notes has not been notified by the Internal Revenue Service that he or she is subject to backup withholding as a result of a failure to report all interest or dividends or (z) the Internal Revenue Service has notified the holder of Outstanding Senior Notes and/or Outstanding Senior Subordinated Notes that he or she is no longer subject to backup withholding and (C) that the holder of Outstanding Senior Notes and/or Outstanding Senior Subordinated Notes is a U.S. person (including a U.S. resident alien); or (ii) an adequate basis for exemption from backup withholding. If such holder of Outstanding Senior Notes and/or Outstanding Senior Subordinated Notes is a U.S. individual, the TIN is such holder's social security number. If the Paying Agent is not provided with the correct TIN, the holder of Outstanding Senior Notes and/or Outstanding Senior Subordinated Notes may also be subject to certain penalties imposed by the Internal Revenue Service.

        Certain holders of Outstanding Senior Notes and/or Outstanding Senior Subordinated Notes (including, among others, all corporations and certain foreign individuals and entities) are not subject to these backup withholding requirements. However, exempt holders of Outstanding Senior Notes and/or Outstanding Senior Subordinated Notes should indicate their exempt status on Substitute Form W-9. For example, a corporation should complete the Substitute Form W-9, provide its TIN and indicate by checking the appropriate boxes in Part 4 of the Substitute Form W-9 that it is a corporation and that it is exempt from backup withholding. In order for a foreign individual to qualify as an exempt recipient, the holder must submit the appropriate Form W-8BEN, rather than a Form W-9, signed under penalties of perjury, attesting to that individual's exempt status. A Form W-8BEN can be

12

obtained from the Paying Agent. See the enclosed "Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9" for more instructions.

        If backup withholding applies, the Paying Agent is required to withhold 28% of any payments made to the holder of Outstanding Senior Notes, Outstanding Senior Subordinated Notes, Senior Exchange Notes or Senior Subordinated Exchange Notes or other payee. Backup withholding is not an additional tax. Rather, the tax liability of persons subject to backup withholding will be reduced by the amount of tax withheld. If withholding results in an overpayment of taxes, a refund may be obtained from the Internal Revenue Service, provided the required information is furnished.

        The box in Part 3 of the Substitute Form W-9 may be checked if the surrendering holder of Outstanding Senior Notes and/or Outstanding Senior Subordinated Notes has not been issued a TIN and has applied for a TIN or intends to apply for a TIN in the near future. If the box in Part 3 is checked, the holder of Outstanding Senior Notes and/or Outstanding Senior Subordinated Notes or other payee must also complete the Certificate of Awaiting Taxpayer Identification Number below in order to avoid backup withholding. Notwithstanding that the box in Part 3 is checked and the Certificate of Awaiting Taxpayer Identification Number is completed, the Paying Agent will withhold 28% of all payments made prior to the time a properly certified TIN is provided to the Paying Agent and, if the Paying Agent is not provided with a TIN within 60 days, such amounts will be paid over to the Internal Revenue Service.

        The holder of Outstanding Senior Notes and/or Outstanding Senior Subordinated Notes is required to give the Paying Agent the TIN (e.g., social security number or employer identification number) of the record owner of such notes. If the Outstanding Senior Notes and/or Outstanding Senior Subordinated Notes are in more than one name or are not in the name of the actual owner, consult the enclosed "Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9" for additional guidance on which number to report.

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GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION NUMBER ON SUBSTITUTE FORM W-9

Guidelines for Determining the Proper Identification Number to Give the Paying Agent.    Social Security numbers and individual taxpayer identification numbers have nine digits separated by two hyphens: i.e. 000-00-0000. Employer identification numbers have nine digits separated by only one hyphen: i.e. 00-0000000. The table below will help determine the number to give the payer.

For this type of account:			Give name and the SOCIAL SECURITY number (or individual taxpayer identification number) of—
1	An individual's account		The individual
2	Two or more individuals (joint account)		The actual owner of the account or, if combined funds, the first individual on the account
3	Custodian account of a minor (Uniform Gift to Minors Act)		The minor
4	a.	The usual revocable savings trust account (grantor is also trustee)	The grantor-trustee
	b.	So-called trust account that is not a legal or valid trust under State law.	The actual owner
For this type of account:			Give the name and the EMPLOYER IDENTIFICATION number of—
5	Sole proprietorship account or single owner LLC		The owner (you may use the owner's Social Security number or employer identification number) (you must show the name of the owner but you may also enter your business or "doing business as" name)
6	A valid trust, estate or pension trust		The legal entity (do not furnish the taxpayer identification number of the personal representative or trustee unless the legal entity itself is not designated in the account title)
7	Corporate or LLC electing corporate status on Form 8832		The corporation
8	Religious, charitable, or educational organization account or an association, club or other tax-exempt organization		The organization
9	Partnership or multi-member LLC		The partnership
10	A broker or registered nominee		The broker or nominee
11	Account with the Department of Agriculture in the name of a public entity (such as a state or local government, school district, or prison) that receives agricultural program payments)		The public entity

*

Note: If no name is circled when there is more than one name listed, the TIN will be considered to be that of the first name listed.GUIDELINES FOR

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GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION
NUMBER ON SUBSTITUTE FORM W-9

Page 2

Obtaining a Number

        If you do not have a taxpayer identification number, obtain Form SS-5, Application for a Social Security Card, Form SS-4, Application for Employer Identification Number or Form W-7, Application for Individual Taxpayer Identification Number, at the local office of the Social Security Administration or the Internal Revenue Service and apply for a number.

        To complete Substitute Form W-9, if you do not have a taxpayer identification number, write "Applied For" in the space for the taxpayer identification number in Part 1, check the box in Part 3, sign and date the Form, and give it to the requester.

Payee Exempt from Backup Withholding

        Payees specifically exempted from backup withholding on ALL payments include the following:

•

An organization exempt from tax under section 501(a), or an individual retirement plan, or a custodian account under section 403(b)(7) if the account satisfies the requirements of section 401(f)(2).



•

The United States, or any agency or instrumentality thereof.



•

A State, the District of Columbia, a possession of the United States, or any of their political subdivisions or instrumentalities.



•

An international organization or any agency, or instrumentality thereof.



•

A foreign government or any of its political subdivisions, agencies or instrumentalities.

        Payees that may be specifically exempted from backup withholding on certain payments include the following:

•

A corporation.



•

A financial institution.



•

A futures commission merchant registered with the Commodity Futures Trading Commission.



•

A dealer in securities or commodities registered in the United States, the District of Columbia or a possession of the United States.



•

A real estate investment trust.



•

A nominee or custodian.



•

A common trust fund operated by a bank under section 584(a).




•

A trust exempt from tax under section 664 or described in section 4947.



•

An entity registered at all times during the taxable year under the Investment Company Act of 1940.



•

A foreign central bank of issue.

        Exempt payees should file Form W-9 to avoid possible erroneous backup withholding. FILE THIS FORM WITH THE PAYING AGENT, FURNISH YOUR TAXPAYER IDENTIFICATION NUMBER, CHECK THE BOX LABELLED "EXEMPT FROM BACKUP WITHHOLDING", SIGN AND DATE THE FORM AND RETURN IT TO THE PAYER.

Privacy Act Notice.—Section 6109 of the Internal Revenue Code requires you to provide your correct TIN to persons who must file information returns with the IRS to report interest, dividends, and certain other income paid to you, mortgage interest you paid, the acquisition or abandonment of secured property, cancellation of debt, or contributions you made to an IRA or Archer MSA. The IRS uses the numbers for identification purposes and to help verify the accuracy of your tax return. The IRS may also provide this information to the Department of Justice for civil and criminal litigation, and to cities, states, and the District of Columbia to carry out their tax laws. We may also disclose this information to other countries under a tax treaty, or to Federal and state agencies to enforce Federal nontax criminal laws and to combat terrorism.

Penalties

1.

Penalty for Failure to Furnish Taxpayer identification Number.—If you fail to furnish your taxpayer identification number to a payer, you are subject to a penalty of $50 for each such failure unless your failure is due to reasonable cause and not to willful neglect.

2.

Civil Penalty for False Information With Respect to Withholding.—If you make a false statement with no reasonable basis that results in no imposition of backup withholding, you are subject to a penalty of $500.

3.

Criminal Penalty for Falsifying Information.—Falsifying certifications or affirmations may be subject to criminal penalties including fines and/or imprisonment.

4.

Misuse of Taxpayer Identification Numbers.—If the requester discloses or uses taxpayer identification numbers in violation of Federal Law, the requester may be subject to civil and criminal penalties.

FOR ADDITIONAL INFORMATION CONTACT YOUR TAX ADVISOR OR THE INTERNAL REVENUE SERVICE.

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PAYER'S NAME: LaSalle Bank National Association, as Exchange Agent
SUBSTITUTE FORM W-9 Department of the Treasury Internal Revenue Service	Part 1—PLEASE PROVIDE YOUR TIN AND CERTIFY BY SIGNING AND DATING BELOW	Name and Address      Social Security Number      OR      Employer Identification Number
	Part 2—Certification—Under the penalties of perjury, I certify that: (1) The number shown on this form is my correct Taxpayer Identification Number (or I am waiting for a number to be issued to me), (2) I am not subject to backup withholding because (a) I am exempt from backup withholding, or (b) I have not been notified by the Internal Revenue Service (the "IRS") that I am subject to backup withholding as a result of a failure to report all interest or dividends, or (c) the IRS has notified me that I am no longer subject to backup withholding, and (3) I am a U.S. person (including a U.S. resident alien).
	Certificate Instructions—You must cross out item (2) above if you have been notified by the IRS that you are currently subject to backup withholding because of under-reporting interest or dividends on your tax return. However, if after being notified by the IRS that you were subject to backup withholding you received another notification from the IRS that you are no longer subject to backup withholding, do not cross out such item (2).
Payor's Request for Taxpayer Identification Number (TIN)	Part 3 Awaiting TIN    o
	Part 4—Check appropriate boxes:
	Individual/Sole proprietor    o Partnership    o Corporation    o Other (specify)    o	Exempt from backup withholding    o
The Internal Revenue Service does not require your consent to any provision of this document other than the certifications required to avoid backup withholding.

Signature Date , 20    

NOTE:	FAILURE TO COMPLETE AND RETURN THIS FORM MAY RESULT IN BACKUP WITHHOLDING OF 28% OF ANY PAYMENTS MADE TO YOU PURSUANT TO THE OFFER. PLEASE REVIEW THE ENCLOSED GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION NUMBER ON SUBSTITUTE FORM W-9 FOR ADDITIONAL DETAILS.
	YOU MUST COMPLETE THE FOLLOWING CERTIFICATE IF YOU CHECKED THE BOX IN PART 3 OF THE SUBSTITUTE FORM W-9.

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CERTIFICATE OF AWAITING TAXPAYER IDENTIFICATION NUMBER

            I certify under penalties of perjury that a taxpayer identification number has not been issued to me, and either (1) I have mailed or delivered an application to receive a taxpayer identification number to the appropriate Internal Revenue Service Center or Social Security Administration Office, or (2) I intend to mail or deliver an application in the near future. I understand that if I do not provide a taxpayer identification number by the time of payment, 28% of all reportable payments made to me will be withheld.

Signature Date , 20    

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QuickLinks

PLEASE READ THE ACCOMPANYING INSTRUCTIONS CAREFULLY
TENDERING HOLDER(S) SIGN HERE (Complete accompanying substitute Form W-9)
GUARANTEE OF SIGNATURE(S) (If Required—See Instruction 3)
SPECIAL ISSUANCE INSTRUCTIONS (See Instructions 3 and 4)
SPECIAL DELIVERY INSTRUCTIONS (See Instructions 3 and 4)
INSTRUCTIONS FORMING PART OF THE TERMS AND CONDITIONS OF THE EXCHANGE OFFER
IMPORTANT TAX INFORMATION
GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION NUMBER ON SUBSTITUTE FORM W-9
GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION NUMBER ON SUBSTITUTE FORM W-9 Page 2

EX-99.2

Exhibit 99.2

NOTICE OF GUARANTEED DELIVERY
for
Offer to Exchange All Outstanding
9% Senior Notes due 2012 for
9% Senior Notes due 2012
and
10³/4% Senior Subordinated Notes due 2014 for
10³/4% Senior Subordinated Notes due 2014
of
US ONCOLOGY, INC.

THE EXCHANGE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON           , 2005 (THE "EXPIRATION DATE") UNLESS EXTENDED.

        Registered holders of outstanding 9% Senior Notes due 2012 (the "Outstanding Senior Notes") and outstanding 10³/4% Senior Subordinated Notes due 2014 (the "Outstanding Senior Subordinated Notes") who wish to tender their such notes in exchange for a like principal amount of new 9% Senior Notes due 2012 (the "Senior Exchange Notes") and 10³/4% Senior Subordinated Notes due 2014 (the "Senior Subordinated Exchange Notes"), respectively and whose Outstanding Senior Notes and/or Outstanding Senior Subordinated Notes are not immediately available or who cannot deliver their such notes and Letter of Transmittal (and any other documents required by the Letter of Transmittal) to LaSalle Bank National Association (the "Exchange Agent") prior to the Expiration Date, may use this Notice of Guaranteed Delivery or one substantially equivalent hereto. This Notice of Guaranteed Delivery may be delivered by hand or sent by facsimile transmission (receipt confirmed by telephone and an original delivered by guaranteed overnight courier) or mail to the Exchange Agent. See "The Exchange Offer—Procedures for Tendering" in the Prospectus.

The Exchange Agent is:

LASALLE BANK NATIONAL ASSOCIATION

For Delivery by Registered or Certified Mail; Hand or Overnight Delivery:

LaSalle Bank National Association
Corporate Trust Administration
135 South LaSalle Street, Suite 1960
Chicago, IL 60603

For Information or Confirmation by Telephone:

(312) 904-2236

        Delivery of this Notice of Guaranteed Delivery to an address other than as set forth above or transmission via a facsimile transmission to a number other than as set forth above will not constitute a valid delivery.

        This Notice of Guaranteed Delivery is not to be used to guarantee signatures. If a signature on a Letter of Transmittal is required to be guaranteed by an Eligible Guarantor Institution (as defined in the Prospectus), such signature guarantee must appear in the applicable space provided on the Letter of Transmittal for Guarantee of Signatures.

Ladies and Gentlemen:

        The undersigned hereby tenders the principal amount of Outstanding Senior Notes and/or Outstanding Senior Subordinated Notes indicated below, upon the terms and subject to the conditions contained in the Prospectus dated            , 2005 of US Oncology, Inc. (the "Prospectus"), receipt of which is hereby acknowledged.

DESCRIPTION OF OUTSTANDING SENIOR NOTES AND/OR
OUTSTANDING SENIOR SUBORDINATED NOTES TENDERED

Name of Tendering Holder


Name and address of registered holder as it appears on the Outstanding Notes (Please Print) Certificate Number(s) of Outstanding Senior Notes and/or Outstanding Senior Subordinated Notes Tendered (or Account Number at Book-Entry Facility)

Principal Amount of Outstanding Senior Notes and/or Outstanding Senior Subordinated Notes Tendered

SIGN HERE

Name of Registered or Acting Holder:

Signature(s):

Name(s) (Please Print):

Address:

Telephone Number:

Date:

If Outstanding Senior Notes and/or Outstanding Senior Subordinated Notes will be tendered by book-entry transfer, provide the following information:

DTC Account Number:

Date:

2

THE FOLLOWING GUARANTEE MUST BE COMPLETED

GUARANTEE OF DELIVERY
(Not to be used for signature guarantee)

        The undersigned, a member of a recognized signature guarantee medallion program within the meaning of Rule 17Ad-15 under the Securities Exchange Act of 1934, as amended, hereby guarantees to deliver to the Exchange Agent its address set forth on the reverse hereof, the certificates representing the Outstanding Senior Notes and/or Outstanding Senior Subordinated Notes (or a confirmation of book-entry transfer of such notes into the Exchange Agent's account at the book-entry transfer facility), together with a properly completed and duly executed Letter of Transmittal (or facsimile thereof), with any required signature guarantees, and any other documents required by the Letter of Transmittal within five business days after the Expiration Date (as defined in the Letter of Transmittal).

Name of Firm:
	(Authorized Signature)
Address:	Title:
	Name:
(Zip Code)	(Please type or print)
Area Code and Telephone No.:
	Date:

NOTE: DO NOT SEND OUTSTANDING SENIOR NOTES OR OUTSTANDING SENIOR SUBORDINATED NOTES WITH THIS NOTICE OF GUARANTEED DELIVERY. OUTSTANDING SENIOR NOTES AND OUTSTANDING SENIOR SUBORDINATED NOTES SHOULD BE SENT WITH YOUR LETTER OF TRANSMITTAL.

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