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. |
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| By: | /s/ Bruce Broussard | |
| Name: | Bruce Broussard |
| Title: | Chief Financial Officer |
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| ALABAMA PHARMACEUTICAL SERVICES, LLC, as a Subsidiary Guarantor |
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| By: | /s/ Bruce Broussard | |
| Name: | Bruce Broussard |
| Title: | Manager |
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| AOR HOLDING COMPANY OF INDIANA, INC., as a Subsidiary Guarantor |
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| By: | /s/ Bruce Broussard | |
| Name: | Bruce Broussard |
| Title: | Vice President |
| AOR MANAGEMENT COMPANY OF ARIZONA, INC., as a Subsidiary Guarantor |
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| By: | /s/ Bruce Broussard | |
| Name: | Bruce Broussard |
| Title: | Vice President |
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| AOR MANAGEMENT COMPANY OF INDIANA, INC., as a Subsidiary Guarantor |
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| By: | /s/ Bruce Broussard | |
| Name: | Bruce Broussard |
| Title: | Vice President |
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| AOR MANAGEMENT COMPANY OF MISSOURI, INC., as a Subsidiary Guarantor |
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| By: | /s/ Bruce Broussard | |
| Name: | Bruce Broussard |
| Title: | Vice President |
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| AOR MANAGEMENT COMPANY OF OKLAHOMA, INC., as a Subsidiary Guarantor |
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| By: | /s/ Bruce Broussard | |
| Name: | Bruce Broussard |
| Title: | Vice President |
| AOR MANAGEMENT COMPANY OF PENNSYLVANIA, INC., as a Subsidiary Guarantor |
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| By: | /s/ Bruce Broussard | |
| Name: | Bruce Broussard |
| Title: | Vice President |
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| AOR MANAGEMENT COMPANY OF TEXAS, INC., as a Subsidiary Guarantor |
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| By: | /s/ Bruce Broussard | |
| Name: | Bruce Broussard |
| Title: | Vice President |
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| AOR MANAGEMENT COMPANY OF VIRGINIA, INC., as a Subsidiary Guarantor |
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| By: | /s/ Bruce Broussard | |
| Name: | Bruce Broussard |
| Title: | Vice President |
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| AOR REAL ESTATE, INC., as a Subsidiary Guarantor |
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| By: | /s/ Bruce Broussard | |
| Name: | Bruce Broussard |
| Title: | Vice President |
| AOR OF INDIANA MANAGEMENT PARTNERSHIP, as a Subsidiary Guarantor |
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| By: | AOR MANAGEMENT COMPANY OF INDIANA, INC. |
| Its: | General Partner |
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| By: | /s/ Bruce Broussard | |
| Name: | Bruce Broussard |
| Title: | Vice President |
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| By: | AOR HOLDING COMPANY OF INDIANA, INC. |
| Its: | General Partner |
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| By: | /s/ Bruce Broussard | |
| Name: | Bruce Broussard |
| Title: | Vice President |
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| AOR OF TEXAS MANAGEMENT LIMITED PARTNERSHIP, as a Subsidiary Guarantor |
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| By: | AOR MANAGEMENT COMPANY OF TEXAS, INC. |
| Its: | General Partner | |
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| By: | /s/ Bruce Broussard | |
| Name: | Bruce Broussard |
| Title: | Vice President |
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| AOR SYNTHETIC REAL ESTATE, INC., as a Subsidiary Guarantor |
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| By: | /s/ Bruce Broussard | |
| Name: | Bruce Broussard |
| Title: | Vice President |
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| AORT HOLDING COMPANY, INC., as a Subsidiary Guarantor |
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| By: | /s/ Bruce Broussard | |
| Name: | Bruce Broussard |
| Title: | Vice President |
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| CALIFORNIA PHARMACEUTICAL SERVICES, LLC, as a Subsidiary Guarantor |
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| By: | /s/ Bruce Broussard | |
| Name: | Bruce Broussard |
| Title: | Manager |
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| FLORIDA PHARMACEUTICAL SERVICES, LLC, as a Subsidiary Guarantor |
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| By: | /s/ Bruce Broussard | |
| Name: | Bruce Broussard |
| Title: | Manager |
| GREENVILLE RADIATION CARE, INC., as a Subsidiary Guarantor |
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| By: | /s/ Bruce Broussard | |
| Name: | Bruce Broussard |
| Title: | Vice President |
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| IOWA PHARMACEUTICAL SERVICES, LLC, as a Subsidiary Guarantor |
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| By: | /s/ Bruce Broussard | |
| Name: | Bruce Broussard |
| Title: | Manager |
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| MICHIGAN PHARMACEUTICAL SERVICES, LLC, as a Subsidiary Guarantor |
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| By: | /s/ Bruce Broussard | |
| Name: | Bruce Broussard |
| Title: | Manager |
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| NEBRASKA PHARMACEUTICAL SERVICES, LLC, as a Subsidiary Guarantor |
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| By: | /s/ Bruce Broussard | |
| Name: | Bruce Broussard |
| Title: | Manager |
| NEW MEXICO PHARMACEUTICAL SERVICES, LLC, as a Subsidiary Guarantor |
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| By: | /s/ Bruce Broussard | |
| Name: | Bruce Broussard |
| Title: | Manager |
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| NORTH CAROLINA PHARMACEUTICAL SERVICES, LLC, as a Subsidiary Guarantor |
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| By: | /s/ Bruce Broussard | |
| Name: | Bruce Broussard |
| Title: | Manager |
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| PENNSYLVANIA PHARMACEUTICAL SERVICES, LLC, as a Subsidiary Guarantor |
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| By: | /s/ Bruce Broussard | |
| Name: | Bruce Broussard |
| Title: | Manager |
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| PHYSICIAN RELIANCE HOLDINGS, LLC, as a Subsidiary Guarantor |
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| By: | /s/ Bruce Broussard | |
| Name: | Bruce Broussard |
| Title: | Manager |
| PHYSICIAN RELIANCE NETWORK, INC., as a Subsidiary Guarantor |
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| By: | /s/ Bruce Broussard | |
| Name: | Bruce Broussard |
| Title: | Vice President |
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| RMCC CANCER CENTER, INC., as a Subsidiary Guarantor |
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| By: | /s/ Bruce Broussard | |
| Name: | Bruce Broussard |
| Title: | Vice President |
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| SELECTPLUS ONCOLOGY, LLC, as a Subsidiary Guarantor |
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| By: | /s/ Bruce Broussard | |
| Name: | Bruce Broussard |
| Title: | Manager |
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| ST. LOUIS PHARMACEUTICAL SERVICES, LLC, as a Subsidiary Guarantor |
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| By: | /s/ Bruce Broussard | |
| Name: | Bruce Broussard |
| Title: | Manager |
| TEXAS PHARMACEUTICAL SERVICES, LLC, as a Subsidiary Guarantor |
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| By: | /s/ Bruce Broussard | |
| Name: | Bruce Broussard |
| Title: | Manager |
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| TOPS PHARMACY SERVICES, INC., as a Subsidiary Guarantor |
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| By: | /s/ Bruce Broussard | |
| Name: | Bruce Broussard |
| Title: | Vice President |
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| US ONCOLOGY CORPORATE, INC., as a Subsidiary Guarantor |
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| By: | /s/ Bruce Broussard | |
| Name: | Bruce Broussard |
| Title: | Vice President |
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| US ONCOLOGY PHARMACEUTICAL SERVICES, LLC, as a Subsidiary Guarantor |
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| By: | /s/ Bruce Broussard | |
| Name: | Bruce Broussard |
| Title: | Manager |
| US ONCOLOGY RESEARCH, INC., as a Subsidiary Guarantor |
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| By: | /s/ Bruce Broussard | |
| Name: | Bruce Broussard |
| Title: | Vice President |
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| WASHINGTON PHARMACEUTICAL SERVICES, LLC, as a Subsidiary Guarantor |
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| By: | /s/ Bruce Broussard | |
| Name: | Bruce Broussard |
| Title: | Manager |
| PHYSICIAN RELIANCE, L.P., as a Subsidiary Guarantor |
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| By: | PRN Physician Reliance, LLC |
| Its: | General Partner |
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| By: | /s/ Bruce Broussard | |
| Name: | Bruce Broussard |
| Title: | Manager |
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| PRN PHYSICIAN RELIANCE, LLC, as a Subsidiary Guarantor |
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| By: | /s/ Bruce Broussard | |
| Name: | Bruce Broussard |
| Title: | Manager |
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