US Oncology Holdings, Inc. Sample Contracts

CREDIT AGREEMENT dated as of August 26, 2009, among US ONCOLOGY HOLDINGS, INC. US ONCOLOGY, INC., as Borrower The Lenders Party Hereto, DEUTSCHE BANK TRUST COMPANY AMERICAS, as Administrative Agent and Collateral Agent MORGAN STANLEY SENIOR FUNDING,...
Credit Agreement • August 28th, 2009 • US Oncology Holdings, Inc. • Services-hospitals • New York

CREDIT AGREEMENT dated as of August 26, 2009, among US ONCOLOGY HOLDINGS, INC., a Delaware corporation, US ONCOLOGY, INC., a Delaware corporation, the LENDERS party hereto, DEUTSCHE BANK TRUST COMPANY AMERICAS, as Administrative Agent and Collateral Agent, MORGAN STANLEY SENIOR FUNDING, INC., and WELLS FARGO BANK, N.A., as Syndication Agents and JPMORGAN CHASE BANK, N.A., as Documentation Agent.

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GUARANTEE AND COLLATERAL AGREEMENT dated as of August 26, 2009, Among US ONCOLOGY HOLDINGS, INC., US ONCOLOGY, INC., THE SUBSIDIARIES OF US ONCOLOGY, INC. IDENTIFIED HEREIN and DEUTSCHE BANK TRUST COMPANY AMERICAS, as Collateral Agent
Guarantee and Collateral Agreement • August 28th, 2009 • US Oncology Holdings, Inc. • Services-hospitals • New York

GUARANTEE AND COLLATERAL AGREEMENT (this “Agreement”) dated as of August 26, 2009, among US ONCOLOGY HOLDINGS, INC. (“Holdings”), a Delaware corporation, US ONCOLOGY, INC. (the “Borrower”), a Delaware corporation, the Subsidiaries of US ONCOLOGY, INC. identified herein (each a “Subsidiary Guarantor”) and DEUTSCHE BANK TRUST COMPANY AMERICAS, as Collateral Agent.

US ONCOLOGY HOLDINGS, INC. $250,000,000 Senior Unsecured Floating Rate Notes Due 2015 Registration Rights Agreement
Registration Rights Agreement • July 27th, 2005 • US Oncology Holdings, Inc. • New York

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

Contract
Incremental Facility Amendment • July 14th, 2006 • US Oncology Holdings, Inc. • Services-hospitals • New York

INCREMENTAL FACILITY AMENDMENT AND AMENDMENT NO. 3 (this “Amendment”) dated as of July 10, 2006, to the CREDIT AGREEMENT dated as of August 20, 2004, as amended as of March 17, 2005, and November 15, 2005 (the “Credit Agreement”), among US ONCOLOGY HOLDINGS, INC., a Delaware corporation (“Holdings”), US ONCOLOGY, INC., a Delaware corporation (the “Borrower”), the LENDERS party thereto, JPMORGAN CHASE BANK, N.A., as Administrative Agent and Collateral Agent, WACHOVIA BANK, NATIONAL ASSOCIATION, as Syndication Agent, and CITICORP NORTH AMERICA, INC., as Documentation Agent.

US ONCOLOGY, INC. Issuer and the Subsidiary Guarantors named herein 9.125% Senior Secured Notes Due 2017 INDENTURE DATED AS OF JUNE 18, 2009 WILMINGTON TRUST FSB Trustee
Indenture • June 18th, 2009 • US Oncology Holdings, Inc. • Services-hospitals • New York

INDENTURE dated as of June 18, 2009, among US Oncology, Inc., a Delaware corporation (the “Company”), the Subsidiary Guarantors (as defined herein) and Wilmington Trust FSB, a federal savings bank, as Trustee (the “Trustee”).

Contract
Credit Agreement • June 18th, 2009 • US Oncology Holdings, Inc. • Services-hospitals • New York

AMENDMENT NO. 7 dated as of June 3, 2009 (this “Amendment”), among US ONCOLOGY HOLDINGS, INC. (“Holdings”), US ONCOLOGY, INC. (the “Borrower”), the Lenders party hereto and JPMORGAN CHASE BANK, N.A., as Administrative Agent.

AMENDED AND RESTATED STOCKHOLDERS AGREEMENT
Stockholders Agreement • December 27th, 2006 • US Oncology Holdings, Inc. • Services-hospitals • New York

AMENDED AND RESTATED STOCKHOLDERS AGREEMENT, dated as of December 21, 2006, by and among US ONCOLOGY HOLDINGS, INC. (formerly known as Oiler Holding Company), a Delaware corporation (the “Company”), WELSH, CARSON, ANDERSON & STOWE IX, L.P., a Delaware limited partnership (“WCAS IX”), MORGAN STANLEY STRATEGIC INVESTMENTS, INC., a Delaware corporation (“Morgan Stanley”), and each of the other individuals and entities from time to time named on Schedule I hereto (together with WCAS IX and Morgan Stanley, and together with their respective Permitted Transferees and their respective successors and assigns that become a party to this Agreement in accordance with the terms hereof, each a “Stockholder” and collectively, the “Stockholders”).

EMPLOYMENT AGREEMENT
Employment Agreement • March 12th, 2009 • US Oncology Holdings, Inc. • Services-hospitals • Texas

This Employment Agreement (this “Agreement”) is made and entered into this DAY day of MONTH, 2008 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 NAME (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:

AGREEMENT AND PLAN OF MERGER BY AND AMONG McKESSON CORPORATION, UTAH ACQUISITION CORPORATION US ONCOLOGY HOLDINGS, INC. AND UTAH STOCKHOLDERS’ AGENT LLC, AS STOCKHOLDERS’ AGENT November 1, 2010
Merger Agreement • November 3rd, 2010 • US Oncology Holdings, Inc. • Services-hospitals • Delaware

This AGREEMENT AND PLAN OF MERGER (this “Agreement”), is made and entered into as of November 1, 2010, by and among McKesson Corporation, a Delaware corporation (“Parent”), Utah Acquisition Corporation, a Delaware corporation and a wholly owned subsidiary of Parent (“Merger Sub”), US Oncology Holdings, Inc., a Delaware corporation (the “Company”), and Utah Stockholders’ Agent LLC, as Stockholders’ Agent (the “Stockholders’ Agent”).

US ONCOLOGY, INC. $775,000,000 9.125% Senior Secured Notes Due 2017 Registration Rights Agreement
Registration Rights Agreement • June 18th, 2009 • US Oncology Holdings, Inc. • Services-hospitals • New York

US Oncology, Inc., 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, $775,000,000 principal amount of its Senior Secured Notes Due 2017 (the “Securities”), upon the terms set forth in the Purchase Agreement between the Issuer, the subsidiaries of the Issuer identified as guarantors in Schedule I to the Purchase Agreement (collectively, the “Initial Guarantors”) and the Representatives, dated as of June 4, 2009 (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 and the Guarantors agree 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, co

STOCK PURCHASE AGREEMENT US ONCOLOGY HOLDINGS, INC. December 21, 2006
Stock Purchase Agreement • December 27th, 2006 • US Oncology Holdings, Inc. • Services-hospitals • New York

STOCK PURCHASE AGREEMENT (the “Agreement”) dated as of the 21st day of December, 2006, by and among US Oncology Holdings, Inc., a Delaware corporation (the “Company”) and Morgan Stanley Strategic Investments, Inc. (the “Purchaser”).

AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • December 27th, 2006 • US Oncology Holdings, Inc. • Services-hospitals • New York

AMENDED and RESTATED REGISTRATION RIGHTS AGREEMENT, dated as of December 21, 2006, among US ONCOLOGY HOLDINGS, INC., a Delaware corporation (the “Company”), WELSH, CARSON, ANDERSON & STOWE IX, L.P., a Delaware limited partnership (“WCAS”), MORGAN STANLEY STRATEGIC INVESTMENTS, INC., a Delaware corporation (“Morgan Stanley”), and each of the other individuals and entities from time to time named on Schedule I hereto (together with WCAS and Morgan Stanley, and together with their respective successors and assigns that become a party to this Agreement in accordance with the terms hereof, each an “Investor” and collectively, the “Investors”).

Contract
Credit Agreement • December 27th, 2006 • US Oncology Holdings, Inc. • Services-hospitals • New York

AMENDMENT NO. 4 (this “Amendment”) dated as of December 21, 2006, among US ONCOLOGY HOLDINGS, INC., a Delaware corporation (“Holdings”), US ONCOLOGY, INC., a Delaware corporation (the “Borrower”), the Subsidiary Loan Parties (as defined in the Credit Agreement (as defined below)) party hereto, the LENDERS party hereto and JPMORGAN CHASE BANK, N.A., as Administrative Agent.

Contract
Credit Agreement • November 21st, 2005 • US Oncology Holdings, Inc. • Services-hospitals • New York

AMENDMENT NO. 2 (this “Amendment”) dated as of November 15, 2005, to the CREDIT AGREEMENT dated as of August 20, 2004, as amended as of March 17, 2005 (the “Credit Agreement”), among US ONCOLOGY HOLDINGS, INC., a Delaware corporation (“Holdings”), US ONCOLOGY, INC., a Delaware corporation (the “Borrower”), the LENDERS party thereto, JPMORGAN CHASE BANK, N.A., as Administrative Agent and Collateral Agent, WACHOVIA BANK, NATIONAL ASSOCIATION, as Syndication Agent, and CITICORP NORTH AMERICA, INC., as Documentation Agent.

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