EXCHANGE AGREEMENTExchange Agreement • March 29th, 2012 • 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 March , 2012 whereby the Holders will exchange (the “Exchange”) the Company’s 3.75% Convertible Senior Subordinated Notes due 2025 (the “Existing Notes”) for the Company’s new 3.75% Convertible Senior Subordinated Notes due 2042 (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 Eighth Supplemental Indenture thereto, to be dated as of April , 2012 (the “Supplement,” and, together with the Bas
OMNICARE, INC., Issuer Each of the Guarantors Named Herein and U.S. BANK NATIONAL ASSOCIATION (as successor trustee to SunTrust Bank), Trustee EIGHTH SUPPLEMENTAL INDENTURE Dated as of April 3, 2012 to INDENTURE Dated as of June 13, 2003 3.75%...Eighth Supplemental Indenture • March 29th, 2012 • Omnicare Inc • Retail-drug stores and proprietary stores • New York
EIGHTH SUPPLEMENTAL INDENTURE dated as of April 3, 2012 (the “Eighth 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”).
