OMNICARE, INC. Underwriting AgreementUnderwriting Agreement • December 6th, 2010 • Omnicare Inc • Retail-drug stores and proprietary stores • New York
Omnicare, Inc., a Delaware corporation (the “Company”), proposes to issue and sell to the several Underwriters listed in Schedule 1 hereto (the “Underwriters”), for whom Barclays Capital Inc. is acting as representative (the “Representative”), $500,000,000 principal amount of its 3.75% Convertible Senior Subordinated Notes due 2025 (the “Firm Notes”) to be issued pursuant to an indenture (the “Indenture”) to be entered into among the Company, the Guarantors (as defined below) and U.S. Bank National Association, as indenture trustee (in such capacity, the “Trustee”), to the Indenture. In addition, the Company proposes to grant the Underwriters an option (the “Option”) to purchase up to an additional $75,000,000 aggregate principal amount of Notes (the “Option Notes” and together with the Firm Notes, the “Notes”). The Company’s obligations under the Notes and the Indenture will be unconditionally guaranteed (the “Guarantees”) on an unsecured senior subordinated basis by the subsidiaries
