OMNICARE CAPITAL TRUST II AMENDED AND RESTATED TRUST AGREEMENT among OMNICARE, INC., as Depositor, JPMorgan Chase Bank, N.A., as Property Trustee, Chase Manhattan Bank USA, National Association, as Delaware Trustee, and David W. Froesel, Jr. and...Trust Agreement • March 1st, 2005 • Omnicare Capital Trust Ii • Retail-drug stores and proprietary stores • Delaware
THIS AMENDED AND RESTATED TRUST AGREEMENT is made as of [ ], 2005, by and among (i) Omnicare, Inc., a Delaware corporation (the “Depositor” or the “Company”), (ii) JPMorgan Chase Bank, N.A., a banking corporation duly organized and existing under the laws of New York, as trustee (the “Property Trustee” and, in its separate corporate capacity and not in its capacity as Property Trustee, the “Bank”), (iii) Chase Manhattan Bank USA, National Association, as Delaware trustee (the “Delaware Trustee” and, in its separate corporate capacity and not in its capacity as Delaware Trustee, the “Delaware Bank”), (iv) David W. Froesel, Jr., an individual, and Thomas Marsh, an individual, as administrative trustees (each, an “Administrative Trustee” and, together, the “Administrative Trustees”) (the Property Trustee, the Delaware Trustee and the Administrative Trustees referred to collectively as the “Trustees”) and (v) the several Holders, as hereinafter defined.
GUARANTEE AGREEMENT By and Between OMNICARE, INC., as Guarantor and JPMORGAN CHASE BANK, N.A., as Guarantee Trustee Dated as of [ ], 2005Guarantee Agreement • March 1st, 2005 • Omnicare Capital Trust Ii • Retail-drug stores and proprietary stores • New York
This GUARANTEE AGREEMENT (the “Guarantee”) dated as of [ ], 2005, is executed and delivered by Omnicare, Inc., a Delaware business corporation (the “Guarantor”), and JPMorgan Chase Bank, N.A., a New York banking corporation, as trustee (the “Guarantee Trustee”), for the benefit of the Holders (as defined herein) from time to time of the Trust PIERS and Trust Common Securities (each as defined herein) of Omnicare Capital Trust II, a Delaware statutory trust (the “Trust”).
THIRD SUPPLEMENTAL INDENTURE Dated as of [ ], 2005 to INDENTURE Dated as of June 13, 2003Third Supplemental Indenture • March 1st, 2005 • Omnicare Capital Trust Ii • Retail-drug stores and proprietary stores • New York
THIRD SUPPLEMENTAL INDENTURE dated as of [ ], 2005 (the “Third Supplemental Indenture”) between Omnicare Inc., a corporation duly organized and existing under the laws of the State of Delaware (the “Company”) and SunTrust Bank, as trustee (the “Trustee”).
DEALER-MANAGER AGREEMENT OMNICARE, INC.Dealer-Manager Agreement • February 7th, 2005 • Omnicare Capital Trust Ii • Retail-drug stores and proprietary stores • New York
