OMNICARE, INC. 5,625,000 Shares of Common Stock, Par Value $1.00 per Share UNDERWRITING AGREEMENTUnderwriting Agreement • June 16th, 2003 • Omnicare Inc • Retail-drug stores and proprietary stores • New York
regulation or order relating to or affecting the Company or any Significant Subsidiary that has been enacted, adopted or issued by any governmental body or agency or (C) no injunction, restraining order or order of any nature by a federal or state court or foreign court of competent jurisdiction to which the Company or any Significant Subsidiary is or may be subject.
OMNICARE CAPITAL TRUST I AMENDED AND RESTATED TRUST AGREEMENT among OMNICARE, INC., as Depositor, JPMorgan Chase Bank, as Property Trustee, Chase Manhattan Bank USA, National Association, as Delaware Trustee, and David W. Froesel, Jr. and Thomas...Trust Agreement • June 16th, 2003 • Omnicare Inc • Retail-drug stores and proprietary stores • Delaware
THIS AMENDED AND RESTATED TRUST AGREEMENT is made as of June 13, 2003, by and among (i) Omnicare, Inc., a Delaware corporation (the “Depositor” or the “Company”), (ii) JPMorgan Chase Bank, 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, as Guarantee Trustee Dated as of June 13, 2003Guarantee Agreement • June 16th, 2003 • Omnicare Inc • Retail-drug stores and proprietary stores • New York
This GUARANTEE AGREEMENT (the “Guarantee”) dated as of June 13, 2003, is executed and delivered by Omnicare, Inc., a Delaware business corporation (the “Guarantor”), and JPMorgan Chase Bank, 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 I, a Delaware statutory trust (the “Trust”).
OMNICARE, INC. OMNICARE CAPITAL TRUST I $300,000,000 Trust Preferred Income Equity Redeemable SecuritiesSM (“PIERS”SM)1 UNDERWRITING AGREEMENTUnderwriting Agreement • June 16th, 2003 • Omnicare Inc • Retail-drug stores and proprietary stores • New York
required in connection with (A) the issuance and sale by the Trust of the Trust PIERS as contemplated by the Prospectus or (B) the execution, delivery and performance by the Trust of the Transaction Agreements to which the Trust is a party, and the consummation of the transactions contemplated hereby and thereby.
OMNICARE, INC., Issuer and SUNTRUST BANK, Trustee SECOND SUPPLEMENTAL INDENTURE Dated as of June 13, 2003 to INDENTURE Dated as of June 13, 2003 4.00% Junior Subordinated Convertible Debentures Due June 15, 2033Second Supplemental Indenture • June 16th, 2003 • Omnicare Inc • Retail-drug stores and proprietary stores • New York
SECOND SUPPLEMENTAL INDENTURE dated as of June 13, 2003 (the “Second 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”).
OMNICARE, INC. $250,000,000 6.125% Senior Subordinated Notes due 2013 UNDERWRITING AGREEMENTUnderwriting Agreement • June 16th, 2003 • Omnicare Inc • Retail-drug stores and proprietary stores • New York
subject, (B) no statute, rule, regulation or order relating to or affecting the Company or any Significant Subsidiary that has been enacted, adopted or issued by any governmental body or agency or (C) no injunction, restraining order or order of any nature by a federal or state court or foreign court of competent jurisdiction to which the Company or any Significant Subsidiary is or may be subject.
OMNICARE, INC., Issuer Each of the Guarantors Named Herein and SUNTRUST BANK, Trustee FIRST SUPPLEMENTAL INDENTURE Dated as of June 13, 2003 to INDENTURE Dated as of June 13, 2003 6 1/8% Senior Subordinated Notes Due June 1, 2013First Supplemental Indenture • June 16th, 2003 • Omnicare Inc • Retail-drug stores and proprietary stores • New York
FIRST SUPPLEMENTAL INDENTURE dated as of June 13, 2003 (the “First 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”).
