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...Credit Agreement • December 17th, 2004 • St. Louis Pharmaceutical Services, LLC • Services-specialty outpatient facilities, nec • New York
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 t
LIMITED LIABILITY COMPANY AGREEMENT OF WASHINGTON PHARMACEUTICAL SERVICES, LLC A Delaware Limited Liability CompanyLimited Liability Company Agreement • December 17th, 2004 • St. Louis Pharmaceutical Services, LLC • Services-specialty outpatient facilities, nec • Delaware
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.
LIMITED LIABILITY COMPANY AGREEMENT OF NEW MEXICO PHARMACEUTICAL SERVICES, LLC A Delaware Limited Liability CompanyLimited Liability Company Agreement • December 17th, 2004 • St. Louis Pharmaceutical Services, LLC • Services-specialty outpatient facilities, nec • Delaware
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.
FIRST SUPPLEMENTAL INDENTUREFirst Supplemental Indenture • December 17th, 2004 • St. Louis Pharmaceutical Services, LLC • Services-specialty outpatient facilities, nec • New York
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”).
ContractSupplemental Indenture • December 17th, 2004 • St. Louis Pharmaceutical Services, LLC • Services-specialty outpatient facilities, nec • New York
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”).
FORM OF EMPLOYMENT AGREEMENTEmployment Agreement • December 17th, 2004 • St. Louis Pharmaceutical Services, LLC • Services-specialty outpatient facilities, nec • Delaware
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:
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 AgentGuarantee and Collateral Agreement • December 17th, 2004 • St. Louis Pharmaceutical Services, LLC • Services-specialty outpatient facilities, nec • New York
Accession AgreementAccession Agreement • December 17th, 2004 • St. Louis Pharmaceutical Services, LLC • Services-specialty outpatient facilities, nec
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 acce
FORM OF US ONCOLOGY HOLDINGS, INC. UNIT AWARD AGREEMENT UNDER THE 2004 LONG- TERM CASH INCENTIVE PLANUnit Award Agreement • December 17th, 2004 • St. Louis Pharmaceutical Services, LLC • Services-specialty outpatient facilities, nec
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”).
ContractSupplemental Indenture • December 17th, 2004 • St. Louis Pharmaceutical Services, LLC • Services-specialty outpatient facilities, nec • New York
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”).
FORM OF US ONCOLOGY HOLDINGS, INC. RESTRICTED STOCK AWARD AGREEMENT UNDER THE 2004 EQUITY INCENTIVE PLANRestricted Stock Award Agreement • December 17th, 2004 • St. Louis Pharmaceutical Services, LLC • Services-specialty outpatient facilities, nec
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”).
