EXCHANGE AGREEMENTExchange Agreement • August 23rd, 2013 • Omnicare Inc • Retail-drug stores and proprietary stores
___________________ (the “Undersigned”), for itself and on behalf of the beneficial owners listed on Exhibit A hereto (“Accounts”) for whom the Undersigned holds contractual and investment authority (each Account, as well as the Undersigned if it is exchanging Existing Notes (as defined below) hereunder, a “Holder”), enters into this Exchange Agreement (the “Agreement”) with Omnicare, Inc. (the “Company”) on August 23, 2013 whereby the Holders will exchange (the “Exchange”) certain of the Company's 3.75% Convertible Senior Subordinated Notes due 2025 (the “Existing Notes”) for the Company's new 3.50% Convertible Senior Subordinated Notes due 2044 (the “New Notes”) that will be issued pursuant to the provisions of an Indenture dated as of June 13, 2003 (the “Base Indenture”) between the Company and U.S. Bank National Association, as successor Trustee to SunTrust Bank (the “Trustee”), as supplemented by the Ninth Supplemental Indenture thereto, to be dated as of August 28, 2013 (the “Sup
OMNICARE, INC., Issuer Each of the Guarantors Named Herein and U.S. BANK NATIONAL ASSOCIATION (as successor trustee to SunTrust Bank), Trustee NINTH SUPPLEMENTAL INDENTURE Dated as of August 28, 2013 to INDENTURE Dated as of June 13, 2003 3.50%...Ninth Supplemental Indenture • August 23rd, 2013 • Omnicare Inc • Retail-drug stores and proprietary stores • New York
NINTH SUPPLEMENTAL INDENTURE dated as of August 28, 2013 (the “Ninth Supplemental Indenture”) among Omnicare, Inc., a Delaware corporation (the “Company”), the Guarantors (as defined below) and U.S. Bank National Association (as successor trustee to SunTrust Bank), as trustee (the “Trustee”).
