8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934  

Date of Report (Date of earliest event reported):    June 13, 2003

OMNICARE, INC.

(Exact name of registrant as specified in its charter)

Delaware	1-8269	31-1001351
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

100 East RiverCenter Boulevard Suite 1600 Covington, Kentucky	41011 (Zip Code)
(Address of principal executive offices)

(859) 392-3300

(Registrant’s telephone number, including area code)

Not Applicable

(Former name or former address, if changed since last report)

Item 5. Other Events and Required FD Disclosure.

On June 13, 2003, Omnicare, Inc., a Delaware corporation (the “Company”), completed the concurrent public offerings of $250,000,000 aggregate principal amount of 6 ¹/8% Senior Subordinated Notes due 2013 (the “Subordinated Notes”) and 6,468,750 shares of the Company’s common stock (the “Common Stock”) and the offering by Omnicare Capital Trust I, the Company’s newly formed trust (the “Trust”), of $345,000,000 aggregate liquidation amount of Trust Preferred Income Equity Redeemable Securities (“Trust PIERS”).

Exhibits are filed herewith in connection with the Registration Statement on Form S-3 (File No. 333-103115), filed by the Company, the Trust and certain subsidiaries of the Company with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended, and declared effective by the Commission on February 25, 2003, with respect to the Company’s issuance and sale of Subordinated Notes, Common Stock and Trust Piers.

Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.

(c) Exhibits

1.1(a)	Underwriting Agreement, dated June 10, 2003, among the Company and the representatives of the several underwriters named therein with respect to the $250,000,000 aggregate principal amount of 6 1/8% Senior Subordinated Notes due 2013.
1.1(b)	Underwriting Agreement, dated June 10, 2003, among the Company and the representatives of the several underwriters name therein with respect to the 6,468,750 shares of Common Stock.
1.1(c)	Underwriting Agreement, dated June 10, 2003, among the Company and the representatives of the several underwriters named therein with respect to the $345,000,000 aggregate liquidation amount of Trust Preferred Income Equity Redeemable Securities.
4.2(a)	Subordinated Debt Securities Indenture, dated as of June 13, 2003 between the Company and SunTrust Bank, as trustee.
4.2(b)	First Supplemental Indenture, dated as of June 13, 2003, between the Company and SunTrust Bank, as trustee.
4.2(c)	Second Supplemental Indenture, dated as of June 13, 2003, between the Company and SunTrust Bank, as trustee.
4.16	Amended and Restated Trust Agreement of Omnicare Capital Trust, dated as June 13, 2003.
4.18	Guarantee Agreement of the Company relating to the Trust Preferred Equity Income Redeemable Securities, dated as of June 13, 2003.

2

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

OMNICARE, INC.
By:	/s/ Peter Laterza
	Peter Laterza
	Vice President and
	General Counsel

Dated:  June 13, 2003

3

EXHIBIT INDEX

Exhibit Number	Description of Exhibit
1.1(a)	Underwriting Agreement, dated June 10, 2003, among the Company and the representatives of the several underwriters named therein with respect to the $250,000,000 6 1/8% Senior Subordinated Notes due 2013.
1.1(b)	Underwriting Agreement, dated June 10, 2003, among the Company and the representatives of the several underwriters name therein with respect to the 6,468,750 shares of Common Stock.
1.1(c)	Underwriting Agreement, dated June 10, 2003, among the Company and the representatives of the several underwriters named therein with respect to the $345,000,000 Trust Preferred Income Equity Redeemable Securities.
4.2(a)	Subordinated Debt Securities Indenture, dated as of June 13, 2003 between the Company and SunTrust Bank, as trustee.
4.2(b)	First Supplemental Indenture, dated as of June 13, 2003, between the Company and SunTrust Bank, as trustee.
4.2(c)	Second Supplemental Indenture, dated as of June 13, 2003, between the Company and SunTrust Bank, as trustee.
4.16	Amended and Restated Trust Agreement of Omnicare Capital Trust, dated as June 13, 2003.
4.18	Guarantee Agreement of the Company relating to the Trust Preferred Equity Income Redeemable Securities, dated as of June 13, 2003.

4

EX-1.1(A)

Exhibit 1.1(a)

OMNICARE, INC.

$250,000,000 6.125% Senior Subordinated Notes due 2013

UNDERWRITING AGREEMENT

June 10, 2003

LEHMAN BROTHERS INC.

J.P. MORGAN SECURITIES INC.

UBS SECURITIES LLC,

As Representatives of the several Underwriters

c/o Lehman Brothers Inc.

745 Seventh Avenue

New York, New York 10019

Ladies and Gentlemen:

Omnicare, Inc., a Delaware corporation (the “Company”), proposes, subject to the terms and conditions stated herein, to issue and to sell to Lehman Brothers Inc., J.P. Morgan Securities Inc., UBS Securities LLC, the other underwriters named in Schedule 1 hereto and any additional underwriters pursuant to Section 10(a) herein (individually, each an “Underwriter” and collectively, the “Underwriters”), for whom you are acting as representatives (the “Representatives”), $250,000,000 aggregate principal amount of its 6.125% Senior Subordinated Notes due 2013 (the “Notes”), to be issued pursuant to the First Supplemental Indenture (the “Supplemental Indenture”) to be entered into among the Company, the Guarantors (as defined below) and SunTrust Bank, as indenture trustee (in such capacity, the “Indenture Trustee”), to the Indenture, (the “Base Indenture” and, together with the Supplemental Indenture, the “Indenture”), to be entered into among the Company and the Indenture Trustee. 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 of the Company listed in Schedule 2 hereto, as guarantors (the “Guarantors” and, together with the Company, the “Issuers”).

This is to confirm the agreement among the Company, the Guarantors and the Underwriters concerning the offer, issuance and sale of the Notes.

1. Representations, Warranties and Agreements of the Issuers. The Issuers jointly and severally represent and warrant to, and agree with, each Underwriter that:

(a) The Registration Statement on Form S-3 (File No. 333-103115), including a related prospectus, setting forth information with respect to the Company, the Notes and the Guarantees has (i) been prepared by the Company in conformity in all material respects with the

requirements of the Securities Act, (ii) been filed with the Commission under the Securities Act and (iii) become effective under the Securities Act. Copies of such Registration Statement and all amendments and exhibits thereto have been made available by the Company to you. The Company has included in such registration statement, as amended at the Effective Time, all information (other than Rule 430A Information) required by the Securities Act and the rules thereunder to be included in such registration statement and the related prospectus. The Company will next file with the Commission the Prospectus in accordance with Rules 415 and 424(b). As filed, such Prospectus will contain all Rule 430A Information, together with all other such required information, and, except to the extent the Underwriters will agree in writing to a modification, will be in all substantial respects in the form furnished to you prior to the Execution Time, or, to the extent not completed at the Execution Time, shall contain only such additional information and other changes as the Company has advised you, prior to the Execution Time, will be included or made therein or such changes as are made after consulting with you or your counsel.

(b) The conditions for use of Form S-3, as set forth in the General Instructions thereto, have been satisfied or waived.

(c) The Registration Statement conforms, and the Prospectus and any further amendments or supplements to the Registration Statement or the Prospectus will, when they become effective or are filed with the Commission, as the case may be, conform in all material respects to the requirements of the Securities Act and the Trust Indenture Act. The Registration Statement and any amendment thereto did not, and will not, as of the applicable Effective Date, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. The Prospectus does not and will not, as of the date thereof and the Delivery Date (as defined in Section 4(a)), contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, it being understood that the Issuers make no representation or warranty as to information contained in or omitted from the Registration Statement or the Prospectus in reliance upon and in conformity with written information furnished to the Company by the Underwriters specifically for inclusion therein as provided in Section 8(e).

(d) The Incorporated Documents as amended or supplemented at the date hereof, when they were filed with the Commission, conformed in all material respects to the requirements of the Securities Act and the Exchange Act. None of the Incorporated Documents as amended or supplemented at the date hereof, when such documents were filed with the Commission, contained any untrue statement of a material fact or omitted to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. Any further documents so filed and incorporated by reference in the Prospectus, when such documents are filed with Commission will conform in all material respects to the requirements of the Exchange Act and will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading.

2

(e) The Company has an authorized capitalization as of March 31, 2003 as set forth under the heading “Capitalization” in the Prospectus. Attached as Schedule 2 hereto is a true and complete list of each “significant subsidiary,” as defined by Rule 1-02 of Regulation S-X under the Securities Act, of the Company, together with its jurisdiction of incorporation or formation and, if less than 100%, the percentage equity ownership by the Company (direct or indirect) (all such entities, the “Significant Subsidiaries”). All of the issued and outstanding shares of capital stock or other equity interests of each of the Significant Subsidiaries owned by the Company (directly or indirectly) are owned free and clear of any liens (other than those that could not reasonably be expected to have a material adverse affect on the business, condition (financial or other), results of operations, or properties of the Company and its subsidiaries, taken as a whole (a “Material Adverse Effect”)). Except as set forth or referred to in the Prospectus, there are no outstanding options, warrants or other rights to acquire or purchase, or instruments convertible into or exchangeable for, any shares of capital stock of the Company or any Significant Subsidiary.

(f) Since December 31, 2002, except as set forth or contemplated in the Prospectus, (i) neither the Company nor any of its Significant Subsidiaries has incurred any liabilities or obligations, direct or contingent, that could, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect and (ii) there has not been any event or development in respect of the business or condition (financial or other) of the Company and its subsidiaries taken as a whole that, individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect.

(g) Each of the Company and the Significant Subsidiaries (i) is a corporation, limited liability company, partnership or other entity duly organized and validly existing under the laws of the jurisdiction of its organization, (ii) has all requisite corporate or other power and authority, and has all governmental licenses, authorizations, consents and approvals, necessary to own its property and carry on its business as now being conducted, except if the failure to obtain any such license, authorization, consent or approval could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect and (iii) is qualified to do business and is in good standing in all jurisdictions in which the nature of the business conducted by it makes such qualification necessary and where failure to be so qualified and in good standing, individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect.

(h) The Company has all requisite corporate power and authority to execute, issue and deliver the Indenture, this Agreement and the Notes and to consummate the transactions contemplated thereby to be consummated on its part, and each of the Guarantors has all requisite corporate power and authority to execute, issue and deliver the Supplemental Indenture, this Agreement and the Guarantees and to consummate the transactions contemplated thereby to be consummated on its part.

(i) Neither the Company nor any Significant Subsidiary is (i) in violation of its charter, bylaws or other constitutive documents, (ii) in default (or, with notice or lapse of time or both, would be in default) in the performance or observance of any obligation, agreement, covenant or condition contained in any bond, debenture, note, indenture, mortgage, deed of trust, loan or credit agreement, lease, license, franchise agreement, authorization, permit, certificate or other agreement or instrument to which any of them is a party or by which any of them is bound

3

or to which any of their assets or properties is subject (collectively, “Agreements and Instruments”) or (iii) in violation of any law, statute, rule, regulation, judgment, order or decree of any domestic or foreign court with jurisdiction over any of them or any of their assets or properties or other governmental or regulatory authority, agency or other body, which, in the case of clauses (ii) and (iii), individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect.

(j) None of the issuance, offer and sale of the Notes and the Guarantees, the execution, delivery and performance of this Agreement and the Indenture by the Issuers, or the consummation by the Issuers of the transactions contemplated by this Agreement and the Indenture, as applicable, violate or will violate, conflict with or constitute a breach of any of the terms or provisions of or a default under (or an event that with notice or the lapse of time, or both, would constitute a default), or require consent under, or result in the creation or imposition of a lien, charge or encumbrance on any property or assets of the Company or any Significant Subsidiary pursuant to, (i) the charter, bylaws or other constitutive documents of the Company or any Significant Subsidiary, (ii) any law, statute, rule or regulation applicable to the Company or any Subsidiary or their respective assets or properties or (iii) any judgment, order or decree of any domestic or foreign court or governmental agency or authority having jurisdiction over the Company or any Significant Subsidiary or their respective assets or properties, which, in the case of clauses (ii), and (iii), individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect.

(k) The Indenture been duly authorized by the Company and will be duly executed and delivered by the Company and will constitute a valid and binding agreement of the Company, enforceable against the Company in accordance with its terms, and the Supplemental Indenture been duly authorized by each of the Guarantors and will be duly executed and delivered by the Guarantors and will constitute a valid and binding agreement of the Guarantors, enforceable against the Guarantors in accordance with its terms, in each case except as enforcement thereof may be limited by bankruptcy, insolvency, reorganization, fraudulent conveyance, moratorium or similar laws affecting the enforcement of creditors’ rights generally and by general principles of equity and the discretion of the court before which any proceedings therefor may be brought (such exceptions, collectively, the “Standard Qualifications”). The Indenture conforms or will conform, as the case may be, when executed and delivered, in all material respects to the description thereof contained in the Prospectus. As of the Delivery Date, the Indenture shall have been qualified under the Trust Indenture Act. The Indenture conforms or will conform, as the case may be, when executed and delivered, in all material respects to the requirements of the Trust Indenture Act.

(l) This Agreement has been duly authorized, executed and delivered by the Issuers.

(m) The Notes have been duly authorized for issuance and sale by the Company and, when duly issued, authenticated and delivered pursuant to the provisions of the Indenture against payment of the consideration therefor in accordance with this Agreement, the Notes will be valid and binding obligations of the Company, enforceable against the Company and entitled to the benefits of the Indenture, except for the Standard Qualifications.

4

(n) The Guarantees have been duly authorized for issuance by the Guarantors and, when the Indenture has been duly executed and delivered by the Company and the Indenture Trustee and the Notes are duly issued, authenticated and delivered in accordance with this Agreement, will be the valid and binding obligation of the Guarantors, enforceable against the Guarantors and entitled to the benefits of the Indenture, except for the Standard Qualifications.

(o) No consent, approval, authorization or order of, or filing, registration, qualification, license or permit of or with, any court or governmental agency, body or administrative agency, domestic or foreign, is required to be obtained or made by the Company or the Guarantors for the execution, delivery and performance by the Company and the Guarantors of the Indenture or this Agreement including the consummation of any of the transactions contemplated thereby, except such as have been or will be obtained, made, or waived on or prior to the Delivery Date, those under Blue Sky laws and regulations, those required by the National Association of Securities Dealers, Inc. (the “NASD”) or those that if not obtained, made, or waived could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. No consents or waivers from any other person or entity are required for the execution, delivery and performance of this Agreement or the Indenture or the consummation of any of the transactions contemplated thereby, other than such consents and waivers as have been obtained or will be obtained on or prior to the Delivery Date and will be in full force and effect or except as could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

(p) Except as set forth in the Prospectus, there is no action, suit or proceeding before or by any court, arbitrator or governmental agency, body or official, domestic or foreign, now pending or, to the knowledge of the Company, threatened or contemplated, to which the Company or any Significant Subsidiary is or may be a party or to which the business, assets or property of such person is or may be subject, that if determined adversely to the Company or any Significant Subsidiary, could, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect or to materially and adversely affect the ability of the Issuers to perform their respective obligations under the Indenture or this Agreement. Except as set forth in the Prospectus, there is (i) no statute, rule, regulation or order that has been enacted, adopted or issued or, to the knowledge of the Company, that has been proposed by any governmental body or agency, domestic or foreign or (ii) 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 that in the case of clauses (i) and (ii) could, individually or in the aggregate, reasonably be expected, to have a Material Adverse Effect or to materially and adversely affect the ability of the Issuers to perform their respective obligations under the Indenture or this Agreement. Any request of any securities authority or agency of any jurisdiction for additional information with respect to the Notes or the Guarantees that has been received by the Company or its counsel prior to the date hereof has been, or will prior to the Delivery Date be, complied with in all material respects.

(q) The Company and each Significant Subsidiary has (i) all licenses, certificates, permits, authorizations, approvals, franchises and other rights from, and has made all declarations and filings with, all applicable authorities, all self-regulatory authorities and all courts and other tribunals (each, an “Authorization”) necessary to engage in the business conducted by it in the manner described in the Prospectus, except where failure to have obtained

5

such Authorizations or made such declarations and filings could not, individually or in the aggregate, be reasonably expected to have a Material Adverse Effect and (ii) no reason to believe that any governmental body or agency, domestic or foreign, is considering limiting, suspending or revoking any such Authorization, except where any such limitations, suspensions or revocations could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. All such Authorizations are valid and in full force and effect and the Company and each Significant Subsidiary is in compliance in all material respects with the terms and conditions of all such Authorizations and with the rules and regulations of the regulatory authorities having jurisdiction with respect to such Authorizations, except for any invalidity, failure to be in full force and effect or noncompliance with any Authorization that could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

(r) None of the Company nor any Guarantor is, nor after the offering and sale of the Notes will be, an “investment company” or a company “controlled” by an “investment company” incorporated in the United States within the meaning of the Investment Company Act of 1940, as amended, and the rules and regulations of the Commission thereunder (collectively, the “Investment Company Act”).

(s) The Company and each of its Significant Subsidiaries maintains a system of internal accounting controls sufficient to provide reasonable assurance that: (i) transactions are executed in accordance with management’s general or specific authorizations; (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with generally accepted accounting principles and to maintain accountability for assets; (iii) access to assets is permitted only in accordance with management’s general or specific authorization and (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect thereto.

(t) The Company on a consolidated basis maintains insurance covering its properties, personnel and business. Such insurance insures against such losses and risks as are adequate in accordance with the Company’s perception of customary industry practice to protect the Company and its Significant Subsidiaries and their businesses.

(u) PricewaterhouseCoopers LLP is an independent accountant within the meaning of the Securities Act. The historical financial statements and the notes thereto included in the Prospectus present fairly in all material respects the consolidated financial position and results of operations of the Company at the respective dates and for the respective periods indicated. Such financial statements have been prepared in accordance with generally accepted accounting principles applied on a consistent basis throughout the periods presented (except as disclosed in the Prospectus). The other financial information included in the Prospectus is accurately presented in all material respects and, except as disclosed in the Prospectus, prepared on a basis consistent with the financial statements and the books and records of the Company. There are no financial statements (historical or pro forma) that are required to be included or incorporated by reference in the Prospectus that are not so included or incorporated by reference as required.

(v) The Company, including its subsidiaries, has the requisite provider number or other authorization to bill the Medicare program (to the extent such entity participates in the Medicare program) and the respective Medicaid program in the state or states in which it

6

operates, except where the failure to have such provider number or other authorization could not be reasonably expected to have a Material Adverse Effect.

(w) Neither the Company, nor to its knowledge, any of its affiliates (as defined in Regulation D of the Securities Act, an “Affiliate”), has taken, directly or indirectly, any action designed to cause or result in, or which has constituted or which might reasonably be expected to constitute, the stabilization or manipulation of the price of the Notes to facilitate the sale or resale of such Notes.

(x) The statistical and market-related data included in the Prospectus are based on or derived from sources that the Company believes to be reliable and accurate in all material respects.

Each certificate signed by any officer of the Company and delivered to the Underwriters or counsel for the Underwriters shall be deemed to be a representation and warranty by the Company to the Underwriters as to the matters covered thereby.

2. Purchase of the Notes by the Underwriters. On the basis of the representations and warranties contained in, and subject to the terms and conditions of, this Agreement, the Company agrees to sell to the Underwriters, and each of the Underwriters, severally and not jointly, agrees to purchase from the Company, the aggregate principal amount of Notes set forth opposite that Underwriter’s name in Schedule 1 hereto. The price of the Notes shall be 98.25% of the principal amount per Note. The Company shall not be obligated to deliver any of the Notes to be delivered on the Delivery Date except upon payment for all the Notes to be purchased on the Delivery Date as provided herein.

3. Offering of Notes by the Underwriters. The several Underwriters propose to offer the Notes for sale upon the terms and conditions set forth in the Prospectus.

4. Delivery of and Payment for the Notes.

(a) Delivery of and payment for the Notes shall be made at the office of Dewey Ballantine LLP, 1301 Avenue of the Americas, New York, New York 10019, at 9:00 a.m. (New York City time) on June 13, 2003, or at such other date or place as shall be determined by agreement between the Underwriters and the Company (such date and time of delivery and payment for the Notes, the “Delivery Date”). On the Delivery Date, the Company shall deliver or cause to be delivered certificates representing the Notes to the Underwriters for the account of each Underwriter against payment to or upon the order of the Company of the purchase price by wire transfer in immediately available funds. Time shall be of the essence, and delivery at the time and place specified pursuant to this Agreement is a further condition of the obligation of each Underwriter hereunder. Upon delivery, the Notes shall be registered in such names and in such denominations as the Representatives shall request in writing not less than two full Business Days prior to the Delivery Date.

(b) The Company will deliver, against payment of the purchase price, the Notes in the form of one or more permanent global certificates (the “Global Notes”), registered in the name of Cede & Co., as nominee for The Depository Trust Company (“DTC”). The Global Notes will be

7

made available, at the request of the Underwriters, for checking at least 24 hours prior to the Delivery Date.

5. Further Agreements of the Issuers. The Issuers further agree:

(a) (i) To prepare the Prospectus in a form approved by Lehman Brothers Inc. (“Lehman Brothers”), which approval shall not be unreasonably withheld or delayed, and to file such Prospectus pursuant to Rule 424(b) under the Securities Act not later than Commission’s close of business on the second Business Day following the execution and delivery of this Agreement or, if applicable, such earlier time as may be required by Rule 430A(a)(3) under the Securities Act; (ii) to make no further amendment or any supplement to the Registration Statement or to the Prospectus prior to the Delivery Date except as permitted herein; (iii) to advise the Underwriters, promptly after it receives notice thereof, of the time when any amendment to the Registration Statement has been filed or becomes effective or any supplement to the Prospectus or any amended Prospectus has been filed and to furnish the Underwriters with copies thereof; (iv) to file promptly all reports and any definitive proxy or information statements required to be filed by the Company with the Commission pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act subsequent to the date of the Prospectus and for so long as the delivery of a prospectus is required in connection with the offering or sale of the Notes; (v) to advise the Underwriters, promptly after it receives notice thereof, of the issuance by the Commission of any stop order or of any order preventing or suspending the use of any Preliminary Prospectus or the Prospectus, of the suspension of the qualification of the Notes or the Guarantees for offering or sale in any jurisdiction, of the initiation or threatening of any proceeding for any such purpose, or of any request by the Commission for the amending or supplementing of the Registration Statement or the Prospectus or for additional information; and (vi) in the event of the issuance of any stop order or of any order preventing or suspending the use of any Preliminary Prospectus or the Prospectus or suspending any such qualification, to use promptly its reasonable best efforts to obtain its withdrawal;

(b) To furnish promptly to the Underwriters and to counsel for the Underwriters if requested a signed or facsimile signed copy of the Registration Statement as originally filed with the Commission, and each amendment thereto filed with the Commission, including all consents and exhibits filed therewith;

(c) To deliver promptly to the Underwriters such number of the following documents as the Underwriters shall reasonably request: (i) conformed copies of the Registration Statement as originally filed with the Commission and each amendment thereto (in each case excluding exhibits) and (ii) each Preliminary Prospectus, the Prospectus and any amended or supplemented Prospectus, and, if the delivery of a prospectus is required at any time after the Execution Time in connection with the offering or sale of the Notes and if at such time any events shall have occurred as a result of which the Prospectus as then amended or supplemented would include an untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading when such Prospectus is delivered, or, if for any other reason it shall be necessary to amend or supplement the Prospectus in order to comply with the Securities Act, to notify the Underwriters and, upon their request, to prepare and furnish without charge to the Underwriters and to any dealer in securities as many copies of an amended or supplemented Prospectus which

8

will correct such statement or omission or effect such compliance as the Underwriters may from time to time reasonably request;

(d) During the time that delivery of a prospectus is required for the initial offering and sale of Notes to file promptly with the Commission any amendment to the Registration Statement or the Prospectus or any supplement to the Prospectus that may, in the reasonable judgment of the Company or Lehman Brothers, be required by the Securities Act or that is requested by the Commission;

(e) For so long as the delivery of a prospectus is required in connection with the initial offering or sale of the Notes, prior to filing with the Commission any amendment to the Registration Statement or supplement to the Prospectus or any Prospectus and any document incorporated by reference in the Prospectus pursuant to Rule 424 of the Securities Act, to furnish a copy thereof to the Underwriters and counsel for the Underwriters and obtain the consent of Lehman Brothers, which consent shall not unreasonably be withheld;

(f) As soon as practicable after the Effective Date, to make generally available to the Company’s security holders and to deliver to the Underwriters an earnings statement of the Company and its consolidated subsidiaries (which need not be audited) complying with Section 11(a) of the Securities Act (including, at the option of the Company, Rule 158 of the Securities Act);

(g) Promptly from time to time, to take such action as Lehman Brothers may reasonably request to qualify the Notes and the Guarantees for offering and sale under the securities laws of such jurisdictions in the United States and Canada as Lehman Brothers may reasonably request and in such other jurisdictions as the Company and Lehman Brothers may mutually agree, and to comply with such laws so as to permit the continuance of sales and dealings therein in such jurisdictions for as long as may be necessary to complete the distribution of the Notes and the Guarantees; provided that, in connection therewith, none of the Issuers shall be required to qualify as a foreign corporation or to file a general consent to service of process in any jurisdiction; or subject itself to taxation in excess of a nominal dollar amount in any such jurisdiction where it is not then so subject.

(h) Not to take, directly or indirectly, any action which is designed to stabilize or manipulate, or which constitutes or which might reasonably be expected to cause or result in stabilization or manipulation, of the price of any security of the Company in connection with the initial offering of the Notes (except after consultation with the Underwriters and as may be permitted by under federal securities laws);

(i) To use its commercially reasonable efforts to cause the Notes to be accepted for clearance and settlement through the facilities of DTC;

(j) To execute and deliver the Indenture in form and substance reasonably satisfactory to Lehman Brothers; and

(k) To apply the net proceeds from the issuance of the Notes as set forth under “Use of Proceeds” in the Prospectus.

9

6. Expenses. Whether or not the transactions contemplated by this Agreement are consummated or this Agreement becomes effective or is terminated, the Company agrees to pay:

(a) the costs incident to the preparation, printing and filing under the Securities Act of the Registration Statement and any amendments and exhibits thereto, any Preliminary Prospectus and any Prospectus or any amendment or supplement thereto;

(b) the costs of distributing the Registration Statement as originally filed and each amendment thereto and any post-effective amendments thereof (including, in each case, exhibits), any Preliminary Prospectus, the Prospectus and any amendment or supplement to the Prospectus, in each case, as provided in this Agreement;

(c) the costs of distributing the terms of any agreement relating to the organization of the underwriting syndicate and selling group to the members thereof, by mail, telex or other reasonable means of communication;

(d) the costs, if any, of producing and distributing the Indenture;

(e) the qualification or registration of the Notes and the Guarantees for offer and sale under the securities laws of the several states of the United States or provinces of Canada (including, without limitation, the cost of printing and mailing preliminary and final “Blue Sky” or legal investment memoranda and reasonable fees and disbursements of counsel (including local counsel) to the Underwriters relating thereto);

(f) the expenses of the Company in connection with the marketing and offering of the Notes, including, if applicable, all reasonable costs and expenses of the Company incident to the preparation of “road show” presentation or comparable marketing materials and the road show traveling expenses of the Company in connection with the offering of the Notes, provided, however, that the Company and the Underwriters shall share equally all costs related to the chartering of any aircraft for use in connection with any such road show;

(g) all fees and expenses incurred in connection with any rating of the Notes;

(h) the fees and expenses of the Company’s counsel and independent accountants and the fees and expenses (including fees and disbursements of counsel) of the Indenture Trustee;

(i) all fees and expenses in connection with the approval of the Notes by DTC for “book-entry” transfer;

(j) the costs and charges of any registrar, transfer agent, paying agent and exchange agent under the Indenture; and

(k) all other costs and expenses incident to the performance of the obligations of the Issuers under this Agreement.

Except as provided in this Section 6 and Section 12 herein, the Underwriters shall pay their own costs and expenses, including the costs and expenses of their counsel and any transfer taxes on the Notes which they may sell.

10

7. Conditions of the Underwriters’ Obligations. The several obligations of the Underwriters hereunder are subject to the satisfaction of each of the following conditions and agreements:

(a) All of the representations and warranties of the Issuers contained in this Agreement shall be true and correct, or true and correct in all material respects where such representations and warranties are not qualified by materiality or Material Adverse Effect, on the date of this Agreement and, in each case after giving effect to the transactions contemplated hereby, on the Delivery Date, except that if a representation and warranty is made as of a specific date, and such date is expressly referred to therein, such representation and warranty shall be true and correct (or true and correct in all material respects, as applicable) as of such date. The Issuers shall have performed or complied in all material respects with all of the agreements and covenants contained in this Agreement and required to be performed or complied with by them at or prior to the Delivery Date.

(b) The Prospectus shall have been timely filed with the Commission in accordance with Section 5(a) of this Agreement; no stop order suspending the effectiveness of the Registration Statement or any part thereof shall have been issued and no proceeding for that purpose shall have been initiated or threatened by the Commission; and any request of the Commission for inclusion of additional information in the Registration Statement or the Prospectus or otherwise shall have been complied with in all material respects.

(c) All corporate proceedings and other legal matters incident to the authorization, form and validity of the Registration Statement, the Preliminary Prospectus, the Prospectus, the Indenture, the Notes and the Guarantees, and all other legal matters relating to the offering, issuance and sale of the Notes and the Guarantees and the transactions contemplated hereby and thereby shall be reasonably satisfactory in all material respects to counsel to the Underwriters.

(d) No action shall have been taken and no statute, rule, regulation or order shall have been enacted, adopted or issued by any governmental agency that would, as of the Delivery Date, prevent the issuance of the Notes or the Guarantees or consummation of the transactions contemplated herein. Except as disclosed in the Prospectus, no action, suit or proceeding shall have been commenced and be pending against or affecting or, to the knowledge of the Company, threatened against the Company before any court or arbitrator or any governmental body, agency or official that, if adversely determined, could reasonably be expected to have a Material Adverse Effect; and no stop order preventing the use of the Preliminary Prospectus or the Prospectus, or any amendment or supplement thereto.

(e) The Underwriters shall have received certificates substantially in the form of Exhibit A, dated the Delivery Date, signed by each of the Chief Executive Officer and the Chief Financial Officer of the Company.

(f) The Underwriters shall have received on the Delivery Date an opinion of Dewey Ballantine LLP, counsel to the Company, dated the Delivery Date and addressed to the Underwriters, substantially in the form of Exhibit B hereto and in form and substance reasonably satisfactory to the Underwriters and counsel to the Underwriters.

11

(g) The Underwriters shall have received on the Delivery Date an opinion of Peter Laterza, Esq., General Counsel of the Company, dated the Delivery Date and addressed to the Underwriters, substantially in the form of Exhibit C hereto and in form and substance reasonably satisfactory to the Underwriters and counsel to the Underwriters.

(h) The Underwriters shall have received on the Delivery Date an opinion of Thompson Hine & Flory LLP, counsel to the Issuers, dated the Delivery Date and addressed to the Underwriters, substantially in the form of Exhibit D hereto and in form and substance reasonably satisfactory to the Underwriters and counsel to the Underwriters.

(i) The Underwriters shall have received on the Delivery Date an opinion of Cleary, Gottlieb, Steen & Hamilton, counsel to the Underwriters, dated the Delivery Date and in form and substance satisfactory to the Underwriters.

(j) The Underwriters shall have received on the Delivery Date an opinion of Stites & Harbison, counsel to SunTrust Bank, as Indenture Trustee, dated the Delivery Date and addressed to the Underwriters, substantially in the form of Exhibit E hereto and in form and substance reasonably satisfactory to the Underwriters and counsel to the Underwriters.

(k) The Underwriters shall have received a “comfort letter” from PricewaterhouseCoopers LLP, independent public accountants for the Company, dated the date of this Agreement, addressed to the Underwriters and in form and substance reasonably satisfactory to the Underwriters and counsel to the Underwriters. In addition, the Underwriters shall have received a “bring-down comfort letter” from PricewaterhouseCoopers LLP, dated as of the Delivery Date, addressed to the Underwriters and in form and substance reasonably satisfactory to the Underwriters and counsel to the Underwriters.

(l) The Underwriters shall have received a “comfort letter” from Ernst & Young LLP, independent public accountants for NCS HealthCare, Inc., dated the date of this Agreement, addressed to the Underwriters and in form and substance reasonably satisfactory to the Underwriters and counsel to the Underwriters. In addition, the Underwriters shall have received a “bring-down comfort letter” from Ernst & Young LLP, dated as of the Delivery Date, addressed to the Underwriters and in form and substance reasonably satisfactory to the Underwriters and counsel to the Underwriters.

(m) The Company, the Guarantors and the Indenture Trustee shall have executed and delivered the Indenture and the Underwriters shall have received copies, conformed as executed, thereof.

(n) All government authorizations required to be obtained by the Issuers, if any, in connection with the issue and sale of the Notes and the Guarantees and the performance of the Issuers’ respective obligations under the Indenture, the Notes and the Guarantees shall be in full force and effect.

(o) The Underwriters shall have been furnished with wiring instructions for the application of the proceeds of the Notes in accordance with this Agreement and such other information as it may reasonably request.

12

(p) Cleary, Gottlieb, Steen & Hamilton, counsel to the Underwriters, shall have been furnished with such documents as they may reasonably request to enable them to review or pass upon the matters referred to in this Section 7 and in order to evidence the accuracy, completeness or satisfaction in all material respects of any of the representations, warranties or conditions contained in this Agreement.

(q) All agreements set forth in the representation letter of the Company to DTC relating to the approval of the Notes by DTC for “book-entry” transfer shall have been complied with in all material respects.

(r) Since the Execution Time there shall not have been any change, or any development involving a prospective change, in or affecting the general affairs, management, financial position, stockholders’ equity or results of operations of the Company on a consolidated basis, otherwise than as set forth or contemplated in the Prospectus, the effect of which is, in the reasonable judgment of Lehman Brothers, so material and adverse as to make it impracticable or inadvisable to proceed with the offering or the delivery of the Notes being delivered on the Delivery Date on the terms and in the manner contemplated in the Prospectus.

(s) Subsequent to the execution and delivery of this Agreement (i) no downgrading shall have occurred in the corporate or issuer rating accorded the Company by any “nationally recognized statistical rating organization”, as that term is defined by the Commission for purposes of Rule 436(g)(2) of the Securities Act and (ii) no such organization shall have publicly announced or notified the Company in writing that it has under surveillance or review, with possible negative implications, its corporate or issuer rating of the Company.

(t) Subsequent to the execution and delivery of this Agreement there shall not have occurred any of the following: (i) trading in securities generally on the New York Stock Exchange or the Nasdaq National Market or trading in any securities of the Company on any exchange, shall have been suspended, the settlement of such trading generally shall have been materially disrupted or minimum prices shall have been established on any such exchange or market by the Commission, by such exchange or by any other regulatory body or governmental authority having jurisdiction, (ii) a banking moratorium shall have been declared by Federal or state authorities, (iii) the United States shall have become engaged in hostilities, there shall have been an escalation in hostilities involving the United States, or there shall have been a presidential declaration of a national emergency or a declaration of war by the United States, or (iv) there shall have occurred a material adverse change in general domestic or international economic, political or financial conditions, including, without limitation, as a result of terrorist activities, or the effect of international conditions on the financial markets in the United States shall be such, as to make it in the reasonable judgment of Lehman Brothers, impracticable or inadvisable to proceed with the public offering or delivery of the Notes being delivered on the Delivery Date on the terms and in the manner contemplated in the Prospectus.

The documents required to be delivered by this Section 7 will be delivered at the office of counsel for the Company (or at such other location agreed to between the Company and the Underwriters) on the Delivery Date.

13

8. Conditions of the Obligations of the Issuers. The obligations of the Issuers hereunder shall be subject to the consummation of the Company’s proposed public offering of its Common Stock aggregating at least $150 million of gross proceeds (the “Common Stock Offering’) and the completion of the Company’s proposed new credit facility comprised of a $250 million term loan and a $500 million revolving loan, in all cases as described in the Prospectus. If such condition shall not have been fulfilled, this Agreement may be terminated by the Company upon notice thereof to Lehman Brothers. Any such termination shall be without liability of any party to any other party except as otherwise provided in Sections 6, 9 and 12 hereof, provided, however that if the Common Stock Offering shall have been terminated by reason of default of one or more underwriters of such offering, the Company shall not be obligated to reimburse the expenses of any defaulting underwriter, and provided, further, that the Company shall have no liability under Section 12 hereto in the event that the underwriting agreement in connection with the Common Stock Offering shall have been terminated as a result of any failure to meet condition 7(q) of such agreement.

9. Indemnification and Contribution.

(a) The Company and the Guarantors jointly and severally shall indemnify and hold harmless each Underwriter, its directors, officers and employees and each person, if any, who controls any Underwriter within the meaning of the Securities Act, from and against any loss, claim, damage or liability, joint or several, or any action in respect thereof (including, but not limited to, any loss, claim, damage, liability or action relating to purchases and sales of the Notes), to which that Underwriter, director, officer, employee or controlling person may become subject, under the Securities Act or otherwise insofar as such loss, claim, damage, liability or action arises out of, or is based upon, (i) any untrue statement or alleged untrue statement of a material fact contained in any Preliminary Prospectus, the Registration Statement, the Prospectus or in any amendment or supplement thereto or (ii) the omission or alleged omission to state in any Preliminary Prospectus, the Registration Statement, the Prospectus or in any amendment or supplement thereto, any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. The Company and the Guarantors agree jointly and severally to reimburse each Underwriter and each such director, officer, employee or controlling person promptly upon demand for any legal or other expenses reasonably incurred by that Underwriter, director, officer, employee or controlling person in connection with investigating or defending or preparing to defend against any such loss, claim, damage, liability or action as such expenses are incurred; provided, however, that the Issuers shall not be liable in any such case to the extent that any such loss, claim, damage, liability or action arises out of, or is based upon, any untrue statement or alleged untrue statement or omission or alleged omission made in any Preliminary Prospectus, the Registration Statement or the Prospectus, or in any such amendment or supplement, in reliance upon and in conformity with the written information concerning that Underwriter furnished to the Company through the Representatives by or on behalf of any Underwriter concerning that Underwriter specifically for inclusion therein which information consists solely of the information set forth in Section 9(f); and provided, further, that the Issuers shall not be liable to indemnify any Underwriter or any person who controls such Underwriter on account of any such loss, liability, claim, damage or expense arising out of any such defect or alleged defect in any Preliminary Prospectus or Prospectus if a copy of the Prospectus (exclusive of the Incorporated Documents), as amended or supplemented, shall not have been given or sent by such

14

Underwriter with or prior to the written confirmation of the sale involved to the extent that the Prospectus, as amended or supplemented, would have cured such defect or alleged defect and sufficient quantities of the Prospectus, as amended or supplemented, were made available to such Underwriter to allow it to deliver such Prospectus on a timely basis. The foregoing indemnity agreement is in addition to any liability which the Company or the Guarantors may otherwise have to any Underwriter or to any director, officer, employee or controlling person of that Underwriter.

(b) The Company and the Guarantors also agree jointly and severally to indemnify and hold harmless J.P. Morgan Securities Inc. (“JPMorgan”), its directors, officers and employees and each person, if any, who controls JPMorgan within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act from and against any and all losses, claims, damages and liabilities incurred as a result of JPMorgan’s participation as a “qualified independent underwriter” (“QIU”) within the meaning of the Rules of Conduct of the NASD in connection with the offering of the Notes.

(c) Each Underwriter, severally and not jointly, shall indemnify and hold harmless, the Company, the Guarantors, their respective officers and employees, each of their directors, and each person, if any, who controls the Company or any of the Guarantors within the meaning of the Securities Act from and against any loss, claim, damage or liability, joint or several, or any action in respect thereof, to which the Company, the Guarantors or any such director, officer, employee or controlling person may become subject, under the Securities Act or otherwise, insofar as such loss, claim, damage, liability or action arises out of, or is based upon, (i) any untrue statement or alleged untrue statement of a material fact contained in any Preliminary Prospectus, the Registration Statement or the Prospectus or in any amendment or supplement thereto, or (ii) the omission or alleged omission to state in any Preliminary Prospectus, the Registration Statement or the Prospectus or in any amendment or supplement thereto, any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, but in each case only to the extent that the untrue statement or alleged untrue statement or omission or alleged omission was made in reliance upon and in conformity with the written information furnished to the Company through the Representatives by or on behalf of that Underwriter specifically for inclusion therein and described in Section 9(f). The Underwriters, severally and not jointly, shall reimburse the Company, the Guarantors and any such director, officer, employee or controlling person promptly upon demand for any legal or other expenses reasonably incurred by the Company, the Guarantors or any such director, officer, employee or controlling person in connection with investigating or defending or preparing to defend against any such loss, claim, damage, liability or action as such expenses are incurred. The foregoing indemnity agreement is in addition to any liability which any Underwriter may otherwise have to the Company, the Guarantors or any such director, officer, employee or controlling person.

(d) Promptly after receipt by an indemnified party under this Section 9 of notice of any claim or the commencement of any action, the indemnified party shall, if a claim in respect thereof is to be made against the indemnifying party under this Section 9, notify the indemnifying party in writing of the claim or the commencement of that action; provided, however, that the failure to notify the indemnifying party shall not relieve it from any liability which it may have under this Section 9 except to the extent it has been materially prejudiced by

15

such failure and, provided, further, that the failure to notify the indemnifying party shall not relieve it from any liability which it may have to an indemnified party otherwise than under this Section 9. If any such claim or action shall be brought against an indemnified party, and it has notified the indemnifying party thereof, the indemnifying party shall be entitled to participate therein and, to the extent that it wishes, jointly with any other similarly notified indemnifying party, to assume the defense thereof with counsel reasonably satisfactory to the indemnified party. After notice from the indemnifying party to the indemnified party of its election to assume the defense of such claim or action, the indemnifying party shall not be liable to the indemnified party under this Section 9 for any legal or other expenses subsequently incurred by the indemnified party in connection with the defense thereof other than reasonable costs of investigation; provided, however, that the Underwriters shall have the right to employ separate counsel to represent jointly the Underwriters and their respective officers, employees and controlling persons who may be subject to liability arising out of any claim in respect of which indemnity may be sought by the Underwriters against the Company or the Guarantors under this Section 9 if, in the reasonable judgment of counsel to such Underwriters, it is advisable for such Underwriters, officers, employees and controlling persons to be jointly represented by separate counsel, due to the availability of one or more legal defenses to them which are different from or additional to those available to the indemnifying party, and in that event the reasonable fees and expenses of such separate counsel shall be paid by the Issuers; provided further, that the Issuers shall not be liable for the fees and expenses of more than one separate firm of attorneys (in addition to one local counsel in each relevant jurisdiction) at any time for all such indemnified parties; provided, however, that if indemnity may be sought pursuant to paragraph 6(b) above in respect of such proceeding, then, in addition to such separate firm of the Underwriters, their directors, officers and employees and such control persons of the Underwriters, the indemnifying party shall be liable for the fees and expenses of not more than one separate firm (in addition to any local counsel) for JPMorgan in its capacity as a QIU, its directors, officers and employees and all persons, if any, who control JPMorgan within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act. No indemnifying party shall, (i) without the prior written consent of the indemnified parties (which consent shall not be unreasonably withheld) settle or compromise or consent to the entry of any judgment with respect to any pending or threatened claim, action, suit or proceeding in respect of which indemnification or contribution may be sought hereunder (whether or not the indemnified parties are actual or potential parties to such claim or action) unless such settlement, compromise or consent includes an unconditional release of each indemnified party from all liability arising out of such claim, action, suit or proceeding and does not include any findings of fault, culpability or failure to act by or on behalf of any indemnified party, or (ii) be liable for any settlement of any such action effected without its written consent (which consent shall not be unreasonably withheld), but, for the avoidance of doubt, if settled with its written consent or if there be a final judgment of the plaintiff in any such action, the indemnifying party agrees to indemnify and hold harmless any indemnified party from and against any loss or liability by reason of such settlement or judgment.

(e) If the indemnification provided for in this Section 9 shall for any reason be unavailable or insufficient to hold harmless an indemnified party under Section 9(a), 9(b) or 9(c) in respect of any loss, claim, damage or liability, or any action in respect thereof, referred to therein, other than to the extent that such indemnification is unavailable or insufficient due to a failure to provide prompt notice in accordance with Section 9(d), then each indemnifying party

16

shall, in lieu of indemnifying such indemnified party, contribute to the amount paid or payable by such indemnified party as a result of such loss, claim, damage or liability, or action in respect thereof, (i) in such proportion as shall be appropriate to reflect the relative benefits received by the Company on the one hand and the Underwriters or JPMorgan in its capacity as QIU, as the case may be, on the other from the offering of the Notes, or (ii) if the allocation provided by clause 9(e)(i) above is not permitted by applicable law, in such proportion as is appropriate to reflect not only the relative benefits referred to in clause 9(e)(i) but also the relative fault of the Company on the one hand and the Underwriters or JPMorgan in its capacity as QIU, as the case may be, on the other with respect to the statements or omissions or alleged statements or alleged omissions that resulted in such loss, claim, damage or liability, or action in respect thereof, as well as any other relevant equitable considerations. The relative benefits received by the Company on the one hand and the Underwriters or JPMorgan in its capacity as QIU, as the case may be, on the other with respect to such offering shall be deemed to be in the same proportion as the total net proceeds from the offering of the Notes purchased under this Agreement (before deducting expenses) received by the Company on the one hand, and the total underwriting discounts and commissions realized or received by the Underwriters with respect to the Notes purchased under this Agreement, on the other hand, bear to the total gross proceeds from the offering of the Notes under this Agreement, in each case, as set forth in the table on the cover page of the Prospectus or, in the case of JPMorgan in its capacity as QIU, the fee, if any, received by JPMorgan in such capacity. The relative fault shall be determined by reference to whether the untrue or alleged untrue statement of a material fact or omission or alleged omission to state a material fact relates to information supplied by the Company, the Underwriters or JPMorgan in its capacity as QIU, as the case may be, the intent of the parties and their relative knowledge, access to information and opportunity to correct or prevent such statement or omission. The Company, the Underwriters and JPMorgan in its capacity as QIU agree that it would not be just and equitable if the amount of contributions pursuant to this Section 9(e) were to be determined by pro rata allocation (even if the Underwriters were treated as one entity for such purpose) or by any other method of allocation, which does not take into account the equitable considerations referred to herein. The amount paid or payable by an indemnified party as a result of the loss, claim, damage or liability, or action in respect thereof, referred to above in this Section 9(e) shall be deemed to include, for purposes of this Section 9(e), any legal or other expenses reasonably incurred by such indemnified party in connection with investigating or defending any such action or claim. Notwithstanding the provisions of this Section 9(e), no Underwriter shall be required to contribute any amount in excess of the amount by which the total price at which the Notes underwritten by it and distributed to the public was offered to the public exceeds the amount of any damages which such Underwriter has otherwise paid or become liable to pay by reason of any untrue or alleged untrue statement or omission or alleged omission. No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation. The Underwriters’ obligations to contribute as provided in this Section 9(e) are several in proportion to their respective underwriting obligations and not joint.

(f) The Underwriters severally confirm and the Company acknowledges that the statements with respect to the offering of the Notes by the Underwriters set forth in the last paragraph on the cover page and the third sentence of the first paragraph under the Caption “Risk Factors—You may not be able to sell your notes at the price you desire or you may not be able to

17

sell them at all,” the first paragraph under the caption “Underwriting—Commissions and Expenses,” the second sentence of the paragraph under the caption “Underwriting—Liquidity of the Trading Market,” the first paragraph and the second sentence of the second paragraph under the caption “Underwriting—Price Stabilization and Short Positions,” the third sentence of the first paragraph and the third and fourth sentences of the second paragraph under the caption “Underwriting—Other Relationships,” the first paragraph under the caption “Underwriting—Electronic Distribution” and the last sentence under the caption “Notice to Canadian Residents—Relationship with Affiliates of Certain Underwriters” in the Prospectus are correct and constitute the only information concerning such Underwriters furnished in writing to the Company through the Representatives by or on behalf of the Underwriters specifically for inclusion in the Prospectus, and the Underwriters severally confirm that such statements are accurate and complete.

10. Defaulting Underwriters.

(a) If, on the Delivery Date, any Underwriter defaults in the performance of its obligations under this Agreement, the remaining non-defaulting Underwriters shall be obligated to purchase the number of Notes which the defaulting Underwriter agreed but failed to purchase on the Delivery Date in the respective proportions which the aggregate amount of Notes set opposite the name of each remaining non-defaulting Underwriter in Schedule 1 hereto bears to the aggregate amount of Notes set forth opposite the names of all the remaining non-defaulting Underwriters in Schedule 1 hereto; provided, however, that the remaining non-defaulting Underwriters shall not be obligated to purchase any of the Notes on the Delivery Date if the total amount of Notes which the defaulting Underwriter or Underwriters agreed but failed to purchase on such date exceeds 10% of the total aggregate amount of the Notes to be purchased on the Delivery Date. If the foregoing maximum is exceeded, the remaining non-defaulting Underwriters, or those other underwriters satisfactory to Lehman Brothers who so agree, shall have the right, but shall not be obligated, to purchase, in such proportion as may be agreed upon among them, the total amount of Notes to be purchased on the Delivery Date. If the remaining Underwriters or other underwriters satisfactory to Lehman Brothers do not elect to purchase on the Delivery Date the aggregate amount of Notes which the defaulting Underwriters agreed but failed to purchase, this Agreement shall terminate without liability on the part of any non-defaulting Underwriter and the Company, except that the Company will continue to be liable for the payment of expenses to the extent set forth in Sections 6 and 12. As used in this Agreement, the term “Underwriter” includes, for all purposes of this Agreement unless the context requires otherwise, any party not listed in Schedule 1 hereto who, pursuant to this Section 10(a), purchases Notes which a defaulting Underwriter agreed but failed to purchase.

(b) Nothing contained herein shall relieve a defaulting Underwriter of any liability it may have to the Company for damages caused by its default. If other Underwriters are obligated or agree to purchase the Notes of a defaulting or withdrawing Underwriter, either Lehman Brothers or the Company may postpone the Delivery Date for up to five full Business Days in order to effect any changes that, in the opinion of counsel to the Company or counsel to the Underwriters, may be necessary in the Prospectus or in any other document or arrangement.

11. Termination. The obligations of the Underwriters hereunder may be terminated by the Underwriters by notice given to and received by the Company prior to delivery of and

18

payment for the Notes if, prior to that time, any of the events described in Sections 7(r), 7(s) or 7(t) shall have occurred or if the Underwriters shall decline to purchase the Notes for any reason permitted under this Agreement.

12. Reimbursement of Underwriters’ Expenses. If (a) the Company shall fail to tender the Notes for delivery to the Underwriters by reason of any failure, refusal or inability on the part of the Company to perform any agreement on its part to be performed, or because any other condition of the Underwriters’ obligations hereunder required to be fulfilled by the Company or the Guarantors (including, without limitation, with respect to the transactions) is not fulfilled (other than as a result of the condition described in Section 7(t)) or (b) the Underwriters shall decline to purchase the Notes for any reason permitted under this Agreement (including the termination of this Agreement pursuant to Section 11) (other than as a result of the condition described in Section 7(t)), the Company and the Guarantors agree jointly and severally to reimburse the Underwriters for all reasonable out-of-pocket expenses (including fees and disbursements of counsel) incurred by the Underwriters in connection with this Agreement and the proposed purchase of the Notes (except as otherwise provided in Section 8 hereof), and upon demand the Issuers shall pay the full amount thereof to the Underwriters. Upon such payment the Issuers will be absolved from any further liability hereunder, except as provided in Sections 6 and 9 hereof. If this Agreement is terminated pursuant to Section 10 by reason of the default of one or more Underwriters, the Issuers shall not be obligated to reimburse any defaulting Underwriter on account of those expenses.

13. Notices, etc. Notices given pursuant to any provision of this Agreement shall be given in writing and shall be addressed as follows:

(a) if to the Underwriters, to Lehman Brothers Inc., 399 Park Avenue, New York, New York 10022, Attention: Syndication Department, Facsimile: (212) 526-0943; with a copy to the General Counsel’s Office, 399 Park Avenue, New York, New York 10022, Facsimile: (212) 528-4748; with a copy to Cleary, Gottlieb, Steen & Hamilton, One Liberty Plaza, New York, New York 10006, Attention: Raymond B. Check, Esq., Facsimile: (212) 225-3999;

(b) if to the Company or to the Guarantors, to Omnicare, Inc., 100 East River Center Boulevard, Covington, Kentucky 41011, Attention: Joel F. Gemunder, Telephone: (859) 392-3300, Facsimile: (859) 392-3360, with a copy to Dewey Ballantine LLP, 1301 Avenue of the Americas, New York, New York 10019, Attention: Morton A. Pierce, Esq., Telephone: (212) 259-8000, Facsimile: (212) 259-6333; and

(c) if to JPMorgan in its capacity as QIU, to J.P. Morgan Securities Inc., 270 Park Avenue, New York, New York 10017, Attention: Geoffrey Benson, Facsimile: (212) 270-1063, with a copy to Cleary, Gottlieb, Steen & Hamilton, One Liberty Plaza, New York, New York 10006, Attention: Raymond B. Check, Esq., Facsimile: (212) 225-3999;

provided, however, that any notice to an Underwriter pursuant to Section 9(d) shall be delivered or sent by mail, telex or facsimile transmission to such Underwriter at its address set forth in its acceptance telex to Lehman Brothers, which address will be supplied to any other party hereto by Lehman Brothers upon request. Any such statements, requests, notices or agreements shall take effect at the time of receipt thereof. The Company shall be entitled to act and rely upon any

19

request, consent, notice or agreement given or made on behalf of the Underwriters by Lehman Brothers or the Representatives on behalf of the Underwriters.

14. Persons Entitled to Benefit of Agreement. This Agreement shall inure to the benefit of and be binding upon the Underwriters, the Company, the Guarantors and their respective successors. This Agreement and the terms and provisions hereof are for the sole benefit of only those persons, except that (i) the indemnities and agreements in Section 9 hereof of the Company contained in this Agreement shall also be deemed to be for the benefit of the officers, directors and employees of the Underwriters and the person or persons, if any, who control any Underwriter within the meaning of Section 15 of the Securities Act and (ii) the indemnities and agreements in Section 9 hereof of the Underwriters contained in this Agreement shall be deemed to be for the benefit of directors, trustees, officers and employees of the Company and the Guarantors and any person controlling the Company or the Guarantors within the meaning of Section 15 of the Securities Act. Nothing contained in this Agreement is intended or shall be construed to give any person, other than the persons referred to in this Section 14, any legal or equitable right, remedy or claim under or in respect of this Agreement or any provision contained herein.

15. Survival. The respective indemnities, representations, warranties and agreements of the Issuers and the Underwriters contained in this Agreement or made by or on behalf of them, respectively, pursuant to this Agreement, shall survive the delivery of and payment for the Notes and shall remain in full force and effect, regardless of any termination or cancellation of this Agreement or any investigation made by or on behalf of any of them or any person controlling any of them.

16. Governing Law. This Agreement shall be governed by, and construed in accordance with, the laws of the State of New York.

17. Counterparts. This Agreement may be executed in one or more counterparts and, if executed in more than one counterpart, the executed counterparts shall each be deemed to be an original but all such counterparts shall together constitute one and the same instrument.

18. Definitions. The terms which follow, as used in this Agreement, have the meanings indicated:

(a) “Business Day” means any day on which the NYSE is open for trading.

(b) “Commission” means the Securities Exchange Commission.

(c) “Effective Date” means the date of the Effective Time.

(d) “Effective Time” means the date and the time as of which the Registration Statement was declared effective by the Commission.

(e) “Exchange Act” means the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission thereunder.

20

(f) “Execution Time” means the date and time that this Agreement is executed and delivered by the parties hereto.

(g) “Incorporated Documents” means documents that are incorporated into any of the Registration Statement, Prospectus or Preliminary Prospectus by reference.

(h) “Preliminary Prospectus” means each prospectus and any prospectus supplement filed with the Commission by the Company with the consent of Lehman Brothers (not to be unreasonably withheld) pursuant to Rule 424(b) of the Securities Act relating to the Notes and the Guarantees included in the Registration Statement, and any amendments and Incorporated Documents thereof.

(i) “Prospectus” means the prospectus and prospectus supplement filed with the Commission by the Company with the consent of Lehman Brothers pursuant to Rule 424(b) of the Securities Act relating to the Notes and the Guarantees in the form first used to confirm sales of the Notes, and any Incorporated Documents thereof incorporated as of the Execution Time.

(j) “Registration Statement” means the Registration Statement of the Company filed with the Commission on Form S-3 (File No.’s 333-103115), including exhibits other than Forms T-1 and financial statements, as amended at the Execution Time (or, if not effective at the Execution Time, in the form in which it shall become effective) and, in the event any post-effective amendment thereto or any Rule 462(b) Registration Statement becomes effective prior to the Delivery Date, means also such registration statement as so amended or such Rule 462(b) Registration Statement, as the case may be. This term will include any Rule 430A Information deemed to be included therein at the Effective Date as provided by Rule 430A. Any reference to any amendment to the Registration Statement herein will be deemed to include any annual report of the Company filed with the Commission pursuant to Section 13(a) or 15(d) of the Exchange Act after the Effective Time that is incorporated by reference in the Registration Statement.

(k) “Rule 430A Information” means information with respect to the Notes and the offering thereof permitted to be omitted from the Registration Statement when it becomes effective pursuant to Rule 430A of the Securities Act.

(l) “Rule 462(b) Registration Statement” means a registration statement and any amendments thereto filed pursuant to Rule 462(b) of the Securities Act relating to the offering covered by the registration statement.

(m) “Securities Act” means the Securities Act of 1933, as amended, together with the rules and regulations of the Commission thereunder.

(n) “Trust Indenture Act” means the Trust Indenture Act of 1939, as amended, and the rules and regulations of the Commission promulgated thereunder.

19. Headings. The headings herein are inserted for convenience of reference only and are not intended to be part of, or to affect the meaning or interpretation of, this Agreement.

[The rest of this page has been left blank intentionally; the signature pages follow.]

21

If the foregoing correctly sets forth the agreement among the Company, the Guarantors and the Underwriters, please indicate your acceptance in the space provided for that purpose below.

Very truly yours,
OMNICARE, INC.
By:
	Name:
	Title:

APS ACQUISITION LLC

BADGER ACQUISITION LLC

CTLP ACQUISITION, LLC

ENLOE DRUGS LLC

HOME PHARMACY SERVICES, LLC

JHC ACQUISITION, LLC

NIHAN & MARTIN LLC

NIV ACQUISITION LLC

OMNIBILL SERVICES LLC

OMNICARE INDIANA HOLDING COMPANY LLC

OMNICARE RESPIRATORY SERVICES, LLC

WEBER MEDICAL SYSTEMS LLC

By: OMNICARE HOLDING COMPANY, Sole Member       

By:	/S/    THOMAS R. MARSH
	Thomas R. Marsh, Treasurer

BACH’S PHARMACY SERVICES, LLC

By: BACH’S PHARMACY (EAST), INC., Sole Member       

By:	/S/    THOMAS R. MARSH
	Thomas R. Marsh, Assistant Treasurer

BADGER ACQUISITION OF BROOKSVILLE LLC

BADGER ACQUISITION OF KENTUCKY LLC

BADGER ACQUISITION OF MINNESOTA LLC

BADGER ACQUISITION OF OHIO LLC

BADGER ACQUISITION OF ORLANDO LLC

BADGER ACQUISITION OF TAMPA LLC

BADGER ACQUISITION OF TEXAS LLC

By: BADGER ACQUISITION LLC, Sole Member      

By:	/S/    THOMAS R. MARSH
	Thomas R. Marsh, Treasurer

COMPSCRIPT—BOCA, LLC

By: COMPSCRIPT, INC., Sole Member      

By:	/S/    THOMAS R. MARSH
	Thomas R. Marsh, Assistant Treasurer

HEARTLAND REPACK SERVICES LLC

OMNICARE EXTENDED PHARMA SERVICES, LLC

By:   OMNICARE MANAGEMENT COMPANY, Sole Member      

By:	/S/    THOMAS R. MARSH
	Thomas R. Marsh, Assistant Treasurer

LCPS ACQUISITION, LLC

By:   LANGSAM HEALTH SERVICES, INC., Sole Member

By:	/S/    THOMAS R. MARSH
	Thomas R. Marsh, Assistant Treasurer

OMNICARE CLINICAL RESEARCH, LLC

By: OMNICARE, INC., Sole Member

By:	/S/    THOMAS R. MARSH
	Thomas R. Marsh, Vice President & Treasurer

OMNICARE PENNSYLVANIA MED SUPPLY, LLC

OMNICARE PHARMACIES OF PENNSYLVANIA EAST, LLC

By:   OMNICARE PHARMACIES OF PENNSYLVANIA WEST, INC., Sole Member      

By:	/S/    THOMAS R. MARSH
	Thomas R. Marsh, Assistant Treasurer

OMNICARE PHARMACY OF COLORADO LLC

OMNICARE PHARMACY OF MASSACHUSETTS LLC

OMNICARE PHARMACY OF TENNESSEE LLC

By: LCPS ACQUISITION, LLC, Sole Member

By:	/S/    THOMAS R. MARSH
	Thomas R. Marsh, Treasurer

OMNICARE PHARMACY OF INDIANA, LLC

OMNICARE PHARMACY OF NORTH CAROLINA, LLC

OMNICARE PHARMACY OF PUEBLO, LLC

PHARMACY HOLDING #1, LLC

PHARMACY HOLDING #2, LLC

By: APS ACQUISITION LLC, Sole Member

By:	/S/    THOMAS R. MARSH
	Thomas R. Marsh, Vice President and Secretary

OMNICARE PHARMACY OF MAINE

PHARM-CORP OF MAINE LLC

By:   OMNICARE PHARMACIES OF MAINE HOLDING COMPANY, Sole Member

By:	/S/    THOMAS R. MARSH
	Thomas R. Marsh, Assistant Treasurer

OMNICARE PHARMACY OF NEBRASKA LLC

OMNICARE PHARMACY OF SOUTH DAKOTA LLC

By:   OMNICARE PHARMACIES OF THE GREAT PLAINS HOLDING COMPANY, Sole Member

By:	/S/    THOMAS R. MARSH
	Thomas R. Marsh, Assistant Treasurer

ROYAL CARE OF MICHIGAN LLC

SPECIALIZED HOME INFUSION OF MICHIGAN LLC

By:   SPECIALIZED PHARMACY SERVICES, INC., Sole Member

By:	/S/    THOMAS R. MARSH
	Thomas R. Marsh, Assistant Treasurer

SHC ACQUISITION CO, LLC

By: HMIS, INC., Sole Member

By:	/S/    THOMAS R. MARSH
	Thomas R. Marsh, Assistant Treasurer

HIGHLAND WHOLESALE LLC

NATIONAL CARE FOR SENIORS LLC

By:   NCS HEALTHCARE OF KENTUCKY, INC., Sole Member

By:	/S/    BRADLEY S. ABBOTT
	Bradley S. Abbott, Treasurer

NCS HEALTHCARE OF INDIANA LLC

By: NCS SERVICES, INC., Member

By:	/S/    BRADLEY S. ABBOTT
	Bradley S. Abbott, Treasurer

and

By:   NCS HEALTHCARE OF INDIANA, INC., Member

By:	/S/    BRADLEY S. ABBOTT
	Bradley S. Abbott, Treasurer

IN WITNESS WHEREOF, the undersigned have executed this action by unanimous written consent on behalf of each of the Partnerships of which each of the undersigned is the General Partner as of the              day of June, 2003.

CARE PHARMACEUTICAL SERVICES, LP

PRN PHARMACEUTICAL SERVICES, LP

By:	OMNICARE INDIANA PARTNERSHIP HOLDING COMPANY LLC,
general partner
By:	/S/    THOMAS R. MARSH
	Thomas R. Marsh, Assistant Treasurer

OMNICARE PHARMACY OF FLORIDA, LP

OMNICARE PHARMACY OF TEXAS 1, LP

OMNICARE PHARMACY OF TEXAS 2, LP

By:	PHARMACY HOLDING #2, LLC, general partner
By:	/S/    THOMAS R. MARSH
	Thomas R. Marsh, Assistant Treasurer

OMNICARE PURCHASING COMPANY LP

By:	OMNICARE PURCHASING COMPANY GENERAL PARTNER, INC.,
general partner
By:	/S/    THOMAS R. MARSH
	Thomas R. Marsh, Assistant Treasurer

On Behalf of:

AAHS ACQUISITION CORP.

ACCU-MED SERVICES, INC.

ACP ACQUISITION CORP.

AMC-NEW YORK, INC.

AMC-TENNESSEE, INC.

BEACHWOOD HEALTHCARE MANAGEMENT, INC.

BIO-PHARM INTERNATIONAL, INC.

BPNY ACQUISITION CORP.

BPTX ACQUISITION CORP.

CHP ACQUISITION CORP.

CIP ACQUISITION CORP.

CREEKSIDE MANAGED CARE PHARMACY, INC.

D & R PHARMACEUTICAL SERVICES, INC.

DIXON PHARMACY LLC

ELECTRA ACQUISITION CORP.

EURO BIO-PHARM CLINICAL SERVICES, INC.

EVERGREEN PHARMACEUTICAL, INC.

EVERGREEN PHARMACEUTICAL OF CALIFORNIA, INC.

HMIS, INC.

HOME CARE PHARMACY, INC.

INTERLOCK PHARMACY SYSTEMS, INC.

LANGSAM HEALTH SERVICES, INC.

LO-MED PRESCRIPTION SERVICES, INC.

LPI ACQUISITION CORP.

MANAGED HEALTHCARE, INC.

MANAGEMENT & NETWORK SERVICES, INC.

MED WORLD ACQUISITION CORP.

MEDICAL ARTS HEALTH CARE, INC.

MOSI ACQUISITION CORP.

NCS HEALTHCARE, INC.

NCS HEALTHCARE OF ARIZONA, INC.

NCS HEALTHCARE OF ARKANSAS, INC.

NCS HEALTHCARE OF BEACHWOOD, INC.

NCS HEALTHCARE OF CALIFORNIA, INC.

NCS HEALTHCARE OF CONNECTICUT, INC.

NCS HEALTHCARE OF FLORIDA, INC.

NCS HEALTHCARE OF ILLINOIS, INC.

NCS HEALTHCARE OF INDIANA, INC.

NCS HEALTHCARE OF IOWA, INC.

NCS HEALTHCARE OF KANSAS, INC.

NCS HEALTHCARE OF KENTUCKY, INC.

NCS HEALTHCARE OF MARYLAND, INC.

NCS HEALTHCARE OF MASSACHUSETTS, INC.

NCS HEALTHCARE OF MICHIGAN, INC.

NCS HEALTHCARE OF MINNESOTA, INC.

NCS HEALTHCARE OF MISSOURI, INC.

NCS HEALTHCARE OF MONTANA, INC.

NCS HEALTHCARE OF NEW HAMPSHIRE, INC.

NCS HEALTHCARE OF NEW JERSEY, INC.

NCS HEALTHCARE OF NEW MEXICO, INC.

NCS HEALTHCARE OF NEW YORK, INC.

NCS HEALTHCARE OF NORTH CAROLINA, INC.

NCS HEALTHCARE OF OHIO, INC.

NCS HEALTHCARE OF OKLAHOMA, INC.

NCS HEALTHCARE OF OREGON, INC.

NCS HEALTHCARE OF PENNSYLVANIA, INC.

NCS HEALTHCARE OF RHODE ISLAND. INC.

NCS HEALTHCARE OF SOUTH CAROLINA, INC.

NCS HEALTHCARE OF TENNESSEE, INC.

NCS HEALTHCARE OF TEXAS, INC.

NCS HEALTHCARE OF VERMONT, INC.

NCS HEALTHCARE OF WASHINGTON, INC.

NCS HEALTHCARE OF WISCONSIN, INC.

NCS SERVICES, INC.

NCS OF ILLINOIS, INC.

NORTH SHORE PHARMACY SERVICES, INC.

OCR-RA ACQUISITION CORP.

OFL CORP.

OMNICARE CLINICAL RESEARCH, INC.

OMNICARE CR INC.

OMNICARE PHARMACEUTICS, INC.

OMNICARE PHARMACIES OF MAINE HOLDING COMPANY

OMNICARE PHARMACIES OF PENNSYLVANIA WEST, INC.

OMNICARE PHARMACIES OF THE GREAT PLAINS HOLDING COMPANY

OMNICARE PHARMACY AND SUPPLY SERVICES, INC.

OMNICARE PHARMACY OF THE MIDWEST, INC.

OMNICARE PURCHASING COMPANY GENERAL PARTNER, INC.

OMNICARE PURCHASING COMPANY LIMITED PARTNER, INC.

PBM-PLUS, INC.

PHARMACON CORP.

PHARMACY ASSOCIATES OF GLENS FALLS, INC.

PHARMACY CONSULTANTS, INC.

PHARMASOURCE HEALTHCARE, INC.

PHARMED HOLDINGS, INC.

RESCOT SYSTEMS GROUP, INC.

ROESCHEN’S HEALTHCARE CORP.

SHORE PHARMACEUTICAL PROVIDERS, INC.

SOUTHSIDE APOTHECARY, INC.

SPECIALIZED PATIENT CARE SERVICES, INC.

SPECIALIZED PHARMACY SERVICES, INC.

SPECIALIZED SERVICES OF MICHIGAN, INC.

STERLING HEALTHCARE SERVICES, INC.

SUPERIOR CARE PHARMACY, INC.

SWISH, INC.

TCPI ACQUISITION CORP.

THE HARDARDT GROUP, INC.

THG ACQUISITION CORP.

THREE FORKS APOTHECARY, INC.

UC ACQUISITION CORP.

UNI-CARE HEALTH SERVICES OF MAINE, INC.

VALUE HEALTH CARE SERVICES, INC.

VALUE PHARMACY, INC.

VITAL CARE INFUSION SUPPLY, INC.

WESTHAVEN SERVICES CO.

WILLIAMSON DRUG COMPANY, INCORPORATED

WINSLOW’S PHARMACY

By:	/S/    THOMAS R. MARSH
	Thomas R. Marsh, Director

On behalf of:

AAHS ACQUISITION CORP.

ACCU-MED SERVICES, INC.

ACP ACQUISITION CORP.

AMC-NEW YORK, INC.

AMC-TENNESSEE, INC.

BEACHWOOD HEALTHCARE MANAGEMENT, INC.

BIO-PHARM INTERNATIONAL, INC.

BPNY ACQUISITION CORP.

BPTX ACQUISITION CORP.

CAMPO’S MEDICAL PHARMACY, INC.

CHP ACQUISITION CORP.

CIP ACQUISITION CORP.

COMPSCRIPT, INC.

COMPSCRIPT—MOBILE, INC.

CP ACQUISITION CORP.

CREEKSIDE MANAGED CARE PHARMACY, INC.

D & R PHARMACEUTICAL SERVICES, INC.

DIXON PHARMACY LLC

ELECTRA ACQUISITION CORP.

EURO BIO-PHARM CLINICAL SERVICES, INC.

EVERGREEN PHARMACEUTICAL, INC.

EVERGREEN PHARMACEUTICAL OF CALIFORNIA, INC.

HMIS, INC.

HOME CARE PHARMACY, INC.

HYTREE PHARMACY, INC.

INTERLOCK PHARMACY SYSTEMS, INC.

LANGSAM HEALTH SERVICES, INC.

LO-MED PRESCRIPTION SERVICES, INC.

LPI ACQUISITION CORP.

MANAGED HEALTHCARE, INC.

MANAGEMENT & NETWORK SERVICES, INC.

MED WORLD ACQUISITION CORP.

MEDICAL ARTS HEALTH CARE, INC.

MEDICAL SERVICES CONSORTIUM, INC.

MOSI ACQUISITION CORP.

NCS HEALTHCARE, INC.

NCS HEALTHCARE OF ARIZONA, INC.

NCS HEALTHCARE OF ARKANSAS, INC.

NCS HEALTHCARE OF BEACHWOOD, INC.

NCS HEALTHCARE OF CALIFORNIA, INC.

NCS HEALTHCARE OF CONNECTICUT, INC.

NCS HEALTHCARE OF FLORIDA, INC.

NCS HEALTHCARE OF ILLINOIS, INC.

NCS HEALTHCARE OF INDIANA, INC.

NCS HEALTHCARE OF IOWA, INC.

NCS HEALTHCARE OF KANSAS, INC.

NCS HEALTHCARE OF KENTUCKY, INC.

NCS HEALTHCARE OF MARYLAND, INC.

NCS HEALTHCARE OF MASSACHUSETTS, INC.

NCS HEALTHCARE OF MICHIGAN, INC.

NCS HEALTHCARE OF MINNESOTA, INC.

NCS HEALTHCARE OF MISSOURI, INC.

NCS HEALTHCARE OF MONTANA, INC.

NCS HEALTHCARE OF NEW HAMPSHIRE, INC.

NCS HEALTHCARE OF NEW JERSEY, INC.

NCS HEALTHCARE OF NEW MEXICO, INC.

NCS HEALTHCARE OF NEW YORK, INC.

NCS HEALTHCARE OF NORTH CAROLINA, INC.

NCS HEALTHCARE OF OHIO, INC.

NCS HEALTHCARE OF OKLAHOMA, INC.

NCS HEALTHCARE OF OREGON, INC.

NCS HEALTHCARE OF PENNSYLVANIA, INC.

NCS HEALTHCARE OF RHODE ISLAND. INC.

NCS HEALTHCARE OF SOUTH CAROLINA, INC.

NCS HEALTHCARE OF TENNESSEE, INC.

NCS HEALTHCARE OF TEXAS, INC.

NCS HEALTHCARE OF VERMONT, INC.

NCS HEALTHCARE OF WASHINGTON, INC.

NCS HEALTHCARE OF WISCONSIN, INC.

NCS SERVICES, INC.

NCS OF ILLINOIS, INC.

NORTH SHORE PHARMACY SERVICES, INC.

OCR-RA ACQUISITION CORP.

OFL CORP.

OMNICARE CLINICAL RESEARCH, INC.

OMNICARE CR INC.

OMNICARE PHARMACEUTICS, INC.

OMNICARE PHARMACIES OF MAINE HOLDING COMPANY

OMNICARE PHARMACIES OF PENNSYLVANIA WEST, INC.

OMNICARE PHARMACIES OF THE GREAT PLAINS HOLDING COMPANY

OMNICARE PHARMACY AND SUPPLY SERVICES, INC.

OMNICARE PHARMACY OF THE MIDWEST, INC.

OMNICARE PURCHASING COMPANY GENERAL PARTNER, INC.

OMNICARE PURCHASING COMPANY LIMITED PARTNER, INC.

PBM-PLUS, INC.

PHARMACON CORP.

PHARMACY ASSOCIATES OF GLENS FALLS, INC.

PHARMACY CONSULTANTS, INC.

PHARMASOURCE HEALTHCARE, INC.

PHARMED HOLDINGS, INC.

RESCOT SYSTEMS GROUP, INC.

ROESCHEN’S HEALTHCARE CORP.

SHORE PHARMACEUTICAL PROVIDERS, INC.

SOUTHSIDE APOTHECARY, INC.

SPECIALIZED PATIENT CARE SERVICES, INC.

SPECIALIZED PHARMACY SERVICES, INC.

SPECIALIZED SERVICES OF MICHIGAN, INC.

STERLING HEALTHCARE SERVICES, INC.

SUPERIOR CARE PHARMACY, INC.

SWISH, INC.

TCPI ACQUISITION CORP.

THE HARDARDT GROUP, INC.

THG ACQUISITION CORP.

THREE FORKS APOTHECARY, INC.

UC ACQUISITION CORP.

UNI-CARE HEALTH SERVICES OF MAINE, INC.

VALUE HEALTH CARE SERVICES, INC.

VALUE PHARMACY, INC.

VITAL CARE INFUSION SUPPLY, INC.

WESTHAVEN SERVICES CO.

WILLIAMSON DRUG COMPANY, INCORPORATED

WINSLOW’S PHARMACY

By:	/S/    REGIS T. ROBBINS
	Regis T. Robbins, Director

On behalf of:

ACP ACQUISITION CORP.

CAMPO’S MEDICAL PHARMACY, INC.

COMPSCRIPT, INC.

COMPSCRIPT—MOBILE, INC.

CP ACQUISITION CORP.

HYTREE PHARMACY, INC.

MEDICAL SERVICES CONSORTIUM, INC.

By:	/S/    LEO P. FINN
	Leo P. Finn, Director

On behalf of:

OMNICARE MANAGEMENT COMPANY

By:	/S/    JOEL F. GEMUNDER
	Joel F. Gemunder, Director
By:	/S/    DAVID W. FROESEL
	David W. Froesel, Director

On behalf of:

OMNICARE MANAGEMENT COMPANY

OMNICARE PURCHASING COMPANY GENERAL PARTNER, INC.

OMNICARE PURCHASING COMPANY LIMITED PARTNER, INC.

By:	/S/    CHERYL D. HODGES
	Cheryl D. Hodges, Director

On behalf of:

CREEKSIDE MANAGED CARE PHARMACY, INC.

By:	/S/    DAVID W. MEDINA
	David W. Medina, Director

On behalf of:

EVERGREEN PHARMACEUTICAL, INC.

By:	/S/    DAVID J. DOANE
	David J. Doane, Director

On behalf of:

EVERGREEN PHARMACEUTICAL OF CALIFORNIA, INC.

By:	/S/    THOMAS SCHLEIGH
	Thomas Schleigh, Director

On behalf of:

ACCU-MED SERVICES, INC.

By:	/S/    THOMAS LUDEKE
	Thomas Ludeke, Director

On behalf of:

AMC-NEW YORK, INC.

AMC-TENNESSEE, INC.

D & R PHARMACEUTICAL SERVICES, INC.

HMIS, INC.

HOME CARE PHARMACY, INC.

MOSI ACQUISITION CORP.

OCR-RA ACQUISITION CORP.

PHARMACON CORP.

PHARMACY ASSOCIATES OF GLENS FALLS, INC.

PHARMACY CONSULTANTS, INC.

SHORE PHARMACEUTICAL PROVIDERS, INC.

SOUTHSIDE APOTHECARY, INC.

THREE FORKS APOTHECARY, INC.

VALUE HEALTH CARE SERVICES, INC.

VALUE PHARMACY, INC.

VITAL CARE INFUSION SUPPLY, INC.

WILLIAMSON DRUG COMPANY, INCORPORATED

By:	/S/    JEFFREY M. STAMPS
	Jeffrey M. Stamps, Director

On behalf of:

BIO-PHARM INTERNATIONAL, INC.

EURO BIO-PHARM CLINICAL SERVICES, INC.

OMNICARE CLINICAL RESEARCH, INC.

OMNICARE CR INC.

OMNICARE PHARMACEUTICS, INC.

SWISH, INC.

THE HARDARDT GROUP, INC.

By:	/S/  DAVID MORRA
	David Morra, Director

On behalf of:

BPNY ACQUISITION CORP.

BPTX ACQUISITION CORP.

CAMPO’S MEDICAL PHARMACY, INC.

CHP ACQUISITION CORP.

COMPSCRIPT, INC.

COMPSCRIPT—MOBILE, INC.

CP ACQUISITION CORP.

ELECTRA ACQUISITION CORP.

HYTREE PHARMACY, INC.

LPI ACQUISITION CORP.

MED WORLD ACQUISITION CORP.

MEDICAL SERVICES CONSORTIUM, INC.

NORTH SHORE PHARMACY SERVICES, INC.

OFL CORP.

OMNICARE PHARMACIES OF MAINE HOLDING COMPANY

OMNICARE PHARMACIES OF PENNSYLVANIA WEST, INC.

OMNICARE PHARMACY OF THE MIDWEST, INC.

THG ACQUISITION CORP.

WINSLOW’S PHARMACY

By:	/S/    BRADLEY S. ABBOTT
	Bradley S. Abbott, Director

On behalf of:

DIXON PHARMACY LLC

INTERLOCK PHARMACY SYSTEMS, INC.

PBM-PLUS, INC.

ROESCHEN’S HEALTHCARE CORP.

By:	/S/    A. SAMUEL ENLOE
	A. Samuel Enloe, Director

On behalf of :

CIP ACQUISITION CORP.

LANGSAM HEALTH SERVICES, INC.

MEDICAL ARTS HEALTH CARE, INC.

PHARMED HOLDINGS, INC.

SPECIALIZED PATIENT CARE SERVICES, INC.

STERLING HEALTHCARE SERVICES, INC.

UC ACQUISITION CORP.

By:	/S/    JOSEPH L. DUPUY
	Joseph L. Dupuy, Director

On behalf of:

AAHS ACQUISITION CORP.

LO-MED PRESCRIPTION SERVICES, INC.

OMNICARE PHARMACIES OF THE GREAT PLAINS HOLDING COMPANY

OMNICARE PHARMACY AND SUPPLY SERVICES, INC.

SPECIALIZED PHARMACY SERVICES, INC.

SPECIALIZED SERVICES OF MICHIGAN, INC.

SUPERIOR CARE PHARMACY, INC.

TCPI ACQUISITION CORP.

WESTHAVEN SERVICES CO.

By:	/S/    GARY W. KADLEC
	Gary W. Kadlec, Director

On behalf of:

MANAGED HEALTHCARE, INC.

By:	/S/    DOUGLAS PEPPER
	Douglas Pepper, Director

On behalf of:

BEACHWOOD HEALTHCARE MANAGEMENT, INC.

MANAGEMENT & NETWORK SERVICES, INC.

NCS HEALTHCARE, INC.

NCS HEALTHCARE OF ARIZONA, INC.

NCS HEALTHCARE OF ARKANSAS, INC.

NCS HEALTHCARE OF BEACHWOOD, INC.

NCS HEALTHCARE OF CALIFORNIA, INC.

NCS HEALTHCARE OF CONNECTICUT, INC.

NCS HEALTHCARE OF FLORIDA, INC.

NCS HEALTHCARE OF ILLINOIS, INC.

NCS HEALTHCARE OF INDIANA, INC.

NCS HEALTHCARE OF IOWA, INC.

NCS HEALTHCARE OF KANSAS, INC.

NCS HEALTHCARE OF KENTUCKY, INC.

NCS HEALTHCARE OF MARYLAND, INC.

NCS HEALTHCARE OF MASSACHUSETTS, INC.

NCS HEALTHCARE OF MICHIGAN, INC.

NCS HEALTHCARE OF MINNESOTA, INC.

NCS HEALTHCARE OF MISSOURI, INC.

NCS HEALTHCARE OF MONTANA, INC.

NCS HEALTHCARE OF NEW HAMPSHIRE, INC.

NCS HEALTHCARE OF NEW JERSEY, INC.

NCS HEALTHCARE OF NEW MEXICO, INC.

NCS HEALTHCARE OF NEW YORK, INC.

NCS HEALTHCARE OF NORTH CAROLINA, INC.

NCS HEALTHCARE OF OHIO, INC.

NCS HEALTHCARE OF OKLAHOMA, INC.

NCS HEALTHCARE OF OREGON, INC.

NCS HEALTHCARE OF PENNSYLVANIA, INC.

NCS HEALTHCARE OF RHODE ISLAND. INC.

NCS HEALTHCARE OF SOUTH CAROLINA, INC.

NCS HEALTHCARE OF TENNESSEE, INC.

NCS HEALTHCARE OF TEXAS, INC.

NCS HEALTHCARE OF VERMONT, INC.

NCS HEALTHCARE OF WASHINGTON, INC.

NCS HEALTHCARE OF WISCONSIN, INC.

NCS SERVICES, INC.

NCS OF ILLINOIS, INC.

PHARMASOURCE HEALTHCARE, INC.

RESCOT SYSTEMS GROUP, INC.

UNI-CARE HEALTH SERVICES OF MAINE, INC.

By:	/S/    DENIS R. HOLMES
	Denis R. Holmes, Director

Accepted and agreed by:

LEHMAN BROTHERS INC.

J.P. MORGAN SECURITIES INC.

UBS SECURITIES LLC

By:	LEHMAN BROTHERS INC.
By:	/S/    ARLENE SALMONSON
	Authorized Representative

For each of the Representatives and the other several Underwriters named in Schedule I to the foregoing Agreement

EXHIBIT A

Form of Officer’s Certificate of Omnicare, Inc.

The undersigned, the duly qualified and elected (i) President and Chief Executive Officer and (ii) Senior Vice President and Chief Financial Officer, respectively, of Omnicare, Inc., a Delaware corporation (the “Company”), do hereby certify in such capacity and on behalf of the Company, pursuant to Section 7(e) of the Underwriting Agreement among the Company, the Guarantors, and Lehman Brothers Inc., J.P. Morgan Securities Inc. and UBS Securities LLC, as representatives of the Underwriters named therein, that we have carefully examined the Underwriting Agreement and the Prospectus and that to our knowledge:

(i) The representations and warranties of the Issuers contained in the Underwriting Agreement are true and correct in all material respects on and as of the Delivery Date with the same effect as if made on the Delivery Date, except that if a representation or warranty is made as of a specific date, such representation or warranty is true and correct in all material respects as of such date, and the Company has complied in all material respects with all the agreements and satisfied in all material respects all the conditions on its part to be performed or satisfied under the Underwriting Agreement at or prior to the Delivery Date;

(ii) The Prospectus has been timely filed with the Commission in accordance with Section 5(a) of the Underwriting Agreement. No stop order suspending the effectiveness of the Registration Statement or any part thereof shall have been issued and no proceeding for that purpose shall have been initiated or threatened by the Commission. There has been no request of the Commission for inclusion of additional information in the Registration Statement or the Prospectus;

(iii) Subsequent to the execution and delivery of the Underwriting Agreement, (A) no downgrading has occurred in the corporate or issuer rating accorded the Company by any “nationally recognized statistical rating organization”, as that term is defined by the Commission for purposes of Rule 436(g)(2) of the Securities Act and (B) no such organization has publicly announced or notified the Company in writing that it has under surveillance or review, with possible negative implications, its corporate or issuer rating of the Company; and

(iv) Except as set forth in the Prospectus, since the date of the last audited financial statements included or incorporated by reference in the Prospectus, there has not been any event or development in respect of the business or condition (financial or other) of the Company and its subsidiaries, taken as a whole, that could reasonably be expected to have a Material Adverse Effect.

Capitalized terms used herein but not defined have the respective meanings assigned to such term in the Underwriting Agreement.

A-1

EXHIBIT B

Form of Dewey Ballantine LLP Opinion

The opinion of Dewey Ballantine LLP, counsel for the Company (capitalized terms not otherwise defined herein shall have the meanings provided in the Underwriting Agreement, to which this is an Exhibit), delivered pursuant to Section 7(f) of the Underwriting Agreement:

(i) The Registration Statement was declared effective under the Securities Act, and each of the Indenture, the Amended and Restated Trust Agreement and the Guarantee Agreement was qualified under the Trust Indenture Act as of the date and time hereof. The Prospectus was filed with the Commission pursuant to the subparagraph of Rule 424(b) of the Securities Act on June 11, 2003, and no stop order suspending the effectiveness of the Registration Statement has been issued and, to our knowledge, no proceeding for that purpose is pending or threatened by the Commission.

(ii) The Registration Statement and the Prospectus (excluding any documents incorporated by reference therein) and any further amendments or supplements thereto made by the Company prior to the applicable Delivery Date (other than the financial statements and notes thereto and related schedules and other financial, statistical and accounting data or the contents of any exhibits contained therein or omitted therefrom, as to which we express no opinion), when they were filed with the Commission complied as to form in all material respects with the requirements of the Securities Act and the Trust Indenture Act.

(iii) The Company is a corporation validly existing and in good standing under the laws of the State of Delaware.

(iv) The Company has the corporate power and authority to execute, deliver and perform its obligations under the Indenture and the Underwriting Agreement and to consummate the transactions contemplated thereby to be consummated on its part and the Company has the corporate power and authority to issue, sell and deliver the Notes. The Company has duly authorized the execution, delivery and performance of, and has duly executed and delivered, each of the Indenture and the Underwriting Agreement.

(v) The Indenture, assuming the due authorization, execution and delivery thereof by the Guarantors and the Trustee, is a legally binding and valid obligation of the Company, enforceable against the Company in accordance with its terms, except as enforcement thereof may be limited by bankruptcy, insolvency, reorganization, fraudulent conveyance, moratorium or similar laws affecting the enforcement of creditors’ rights generally and by general principles of equity and the discretion of the court before which any proceedings therefor may be brought.

(vi) The Notes, when issued, authenticated and delivered by the Company against payment by the Underwriters in accordance with the terms of the Underwriting Agreement and the Indenture, will be legally binding and valid obligations of the

B-1

Company, entitled to the benefits of the Indenture and enforceable against the Company in accordance with their terms, except as enforcement thereof may be limited by bankruptcy, insolvency, reorganization, fraudulent conveyance, moratorium or similar laws affecting the enforcement of creditors’ rights generally and by general principles of equity and the discretion of the court before which any proceedings therefor may be brought.

(vii) The Underwriting Agreement has been duly authorized, executed and delivered by the Company.

(viii) The execution, delivery and performance by the Company of the Indenture and the Underwriting Agreement, including the consummation of the offer and sale of the Notes, do not and will not violate or constitute a breach of any of the terms or provisions of or a default under (or an event that with notice or the lapse of time, or both, would constitute a default), or result in the creation or imposition of a lien, charge or encumbrance on any property or assets of the Company pursuant to, (A) the charter or bylaws of the Company, (B) any law, statute, rule or regulation of the State of New York (other than Blue Sky laws and regulations), the General Corporation Law of the State of Delaware or any federal law, statute, rule or regulation of the United States of America (other than those relating to the NASD), in each case pursuant to this clause (B) which, in our experience, is ordinarily applicable to transactions of the type contemplated by the Underwriting Agreement, or (C) any judgment, order or decree issued by any court or governmental agency or authority of the United States of America or the State of New York or issued by any court or governmental agency or authority of the State of Delaware pursuant to the General Corporation Law of the State of Delaware, in each case pursuant to this clause (C) specifically applicable to the Company or any subsidiary thereof or any of their respective assets or properties and known to us, except, in the case of each of clauses (B) and (C), for any such violations or breaches, or liens, charges or encumbrances, that could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

(ix) Assuming the accuracy of the representations, warranties and agreements of the Issuers contained in the Underwriting Agreement, to our knowledge no consent, approval, authorization or order of, or filing, registration, qualification, license or permit of or with, any court or governmental agency, body or administrative agency of the United States of America or the State of New York or any court or governmental body or administrative agency of the State of Delaware pursuant to General Corporation Law of the State of Delaware is required to be obtained or made by the Company for the execution, delivery and performance by the Company of the Indenture and the Underwriting Agreement, including the consummation of any of the transactions contemplated thereby, except (A) such as have been obtained or made, (B) such as may be required under state securities or Blue Sky laws or as may be required by the NASD and (C) such as could not, if not obtained or made, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. To our knowledge, no consents or waivers from any other person or entity are required for the execution, delivery and performance by the Company of the Underwriting Agreement or the Indenture or the consummation by the Company of any of the transactions contemplated

B-2

thereby, other than (X) such consents and waivers as have been obtained and as are in full force and effect and (Y) such consents and waivers that, if not obtained, could not reasonably be expected to have a Material Adverse Effect.

(x) The Company is not an “investment company” or a company “controlled” by an “investment company” within the meaning of the Investment Company Act of 1940, as amended.

(xi) The statements under the caption “Description of Notes” in the Prospectus, insofar as such statements constitute a summary of applicable law or of legal matters set forth in contracts, agreements or other legal documents, fairly present in all material respects such applicable law or such contracts, agreements or other legal documents.

(xii) The statements set forth in the Prospectus under the caption “Material United States Federal Income Tax Consequences,” insofar as they purport to constitute summaries of matters of United States federal income tax law and regulations or legal conclusions with respect thereto, constitute accurate summaries of the matters described therein in all material respects.

Except as set forth in paragraphs (xi) and (xii) above, we have not undertaken to determine independently and, therefore, do not pass upon or assume any responsibility for, explicitly or implicitly, the accuracy, completeness or fairness of the statements contained in the Prospectus. In addition, we have not participated in the preparation of the documents incorporated by reference in the Prospectus. We have, however, participated in conferences with your representatives and with representatives of the Company, with the Company’s counsel and with the Company’s independent accountants in the course of the preparation of the Prospectus in which such statements were generally reviewed and discussed. Based upon and subject to the foregoing (and relying as to materiality as to factual matters upon information furnished and assessments made by officers and other representatives of the Company and its subsidiaries), nothing has come to our attention that has caused us to believe that the Registration Statement, as of the Effective Time, or the Prospectus, on the date thereof and on the date hereof, contained or contains an untrue statement of a material fact or omitted or omits to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading (except as to the financial statements and the notes thereto and the schedules and other financial and accounting data and exhibits included or incorporated by reference therein or omitted therefrom, as to all of which we express no view).

B-3

EXHIBIT C

Form of Opinion of General Counsel of Omnicare, Inc.

The opinion of Peter Laterza, General Counsel for the Company (capitalized terms not otherwise defined herein shall have the meanings provided in the Underwriting Agreement, to which this is an Exhibit), delivered pursuant to Section 7(g) of the Underwriting Agreement:

(i) The Company and each of its Significant Subsidiaries which are incorporated in the United States has been duly incorporated and is validly existing as a corporation in good standing under the laws of its respective jurisdiction of incorporation, has all requisite corporate power and authority to own, lease and operate its properties and to conduct its business in all material respects as it is currently being conducted and as described in the Prospectus, and is duly qualified and in good standing as a foreign corporation authorized to do business in each jurisdiction in which the ownership, leasing and operation of its property and the conduct of its business requires such qualification (except where the failure to be so qualified and in good standing could not reasonably be expected to have a Material Adverse Effect).

(ii) The entities listed on Schedule 2 hereto are the only Significant Subsidiaries, direct or indirect, of the Company. Except as otherwise set forth in the Prospectus, the Company owns, directly or indirectly through other subsidiaries, the percentage indicated on Schedule 2 of the outstanding capital stock or other securities evidencing equity ownership of such Significant Subsidiaries, free and clear of any security interest and, to the knowledge of such counsel, any claim, lien, limitation on voting rights or encumbrance. All of such securities have been duly authorized, validly issued, are fully paid and nonassessable and were not issued in violation of any preemptive or similar rights. To my knowledge after due inquiry, there are no outstanding subscriptions, rights, warrants, calls, commitments of sale or options to acquire, or instruments convertible into or exchangeable for, any such shares of capital stock or other equity interest of such subsidiaries owned by the Company.

(iii) The Company has all requisite corporate power and authority to execute, deliver and perform its obligations under the Indenture and the Underwriting Agreement and the Notes and to consummate the transactions contemplated thereby, including, without limitation, the corporate power and authority to issue, sell and deliver the Notes as provided in the Underwriting Agreement.

(iv) Except as set forth in the Prospectus or as could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect or to interfere with or adversely affect the issuance of the Notes or the consummation of the transactions contemplated by the Indenture and the Underwriting Agreement, there is (A) no action, suit or proceeding before or by any court, arbitrator or governmental agency, body or official, domestic or foreign, now pending or, to the knowledge of such counsel, threatened or contemplated, to which the Company or any Significant Subsidiary is or may be a party or to which the business, assets or property of such person is or may be

C-1

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.

(v) To my knowledge, neither the Company nor any Significant Subsidiary is (A) in violation of its charter, bylaws or other constitutive documents, (B) in default (or, with notice or lapse of time or both, would be in default) in the performance or observance of any obligation, agreement, covenant or condition contained in any Agreement or Instrument or (C) in violation of any law, statute, rule, regulation, judgment, order or decree of any domestic or foreign court with jurisdiction over any of them or any of their assets or properties or other governmental or regulatory authority, agency or other body, that, in the case of clauses (A), (B) and (C) individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect.

(vi) To my knowledge, the Company and each Significant Subsidiary has all Authorizations necessary to engage in the business conducted by it, except where failure to hold such Authorizations could not, individually or in the aggregate, be reasonably expected to have a Material Adverse Effect. I have no reason to believe that any governmental body or agency, domestic or foreign, is considering limiting, suspending or revoking any such Authorization, except where any such limitations, suspensions or revocations could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. To my knowledge, all such Authorizations are valid and in full force and effect and the Company and each Significant Subsidiary is in compliance in all material respects with the terms and conditions of all such Authorizations and with the rules and regulations of the regulatory authorities having jurisdiction with respect to such Authorizations, has fulfilled and performed all of its material obligations with respect to such Authorizations and no event has occurred which allows, or after notice or lapse of time would allow, revocation or termination thereof, except for any invalidity, failure to be in full force and effect or noncompliance with, or revocation or termination of, any Authorization that could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

(vii) The execution and delivery by the Company of the Indenture and the Underwriting Agreement, the issuance and sale of the Notes and the compliance by the Company with all of the provisions of the Indenture and the Underwriting Agreement will not violate or constitute a breach of any of the terms or provisions of, or a default under (or an event that with notice or the lapse of time, or both, would constitute a default), or require consent under, or result in the imposition of a lien or encumbrance on any properties of the Company or any of its Significant Subsidiaries which are incorporated in the United States, or an acceleration of indebtedness pursuant to, (A) the charter or bylaws of the Company or any of its Significant Subsidiaries which are incorporated in the United States, (B) any bond, debenture, note, indenture, mortgage, deed of trust or other agreement or instrument known to me to which the Company or any of its Significant Subsidiaries which are incorporated in the United States is a party or by which any of them or their property is or may be bound, (C) any U.S. federal or New

C-2

York statute, rule or regulation reasonably recognized by me as applicable to transactions of this kind, or (D) any judgment, order or decree known to me of any U.S. federal or New York court or governmental agency or authority having jurisdiction over the Company, any of its Significant Subsidiaries which are incorporated in the United States or their assets or properties, except for any such violations, breaches or defaults which would not reasonably be expected to have a Material Adverse Effect and except for such consents as may have been obtained by the Company or waived or such consents or filings as may be required or such as may be required under state or foreign securities or Blue Sky laws and regulations or such as may be required by the NASD.

(viii) No consents or waivers from any other person are required for the execution and delivery by the Company of the Indenture or the Underwriting Agreement, the issuance and sale of the Notes by the Company and the compliance by the Company with all of the provisions of the Indenture and the Underwriting Agreement, other than such consents and waivers as (A) would not reasonably be expected to have a Material Adverse Effect, (B) would not prohibit or adversely affect the issuance of the Notes, or (C) have been obtained or waived.

(ix) Each Incorporated Document (except for the financial statements and the notes thereto and the schedules and other financial, statistical and accounting data and exhibits included or incorporated by reference therein or omitted therefrom, as to all of which I express no opinion) appeared on its face to comply in all material respects as to form with the requirements of the Exchange Act and the rules and regulations of the Commission thereunder when filed with the Commission.

In addition, I have participated in conferences with other officers and other representatives of the Company, representatives of PricewaterhouseCoopers, the Underwriters and their counsel in connection with the preparation of the Registration Statement and the Prospectus at which conferences the contents of the Registration Statement and the Prospectus were discussed, reviewed and revised. Except as indicated above, I have not independently verified and am not passing upon, and do not assume responsibility for, the accuracy, completeness or fairness of the information contained in the Prospectus. Based upon the participation and discussions described above, however, no facts have come to my attention that cause me to believe that the Registration Statement, at the Effective Time, and the Prospectus, at the date therof and on the Delivery Date and the date hereof, contained or contains an untrue statement of material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading (it being understood that I have not been requested to and do not express any view as to the financial statements, notes and schedules or any other financial, statistical or accounting data included or incorporated by reference in or omitted from the Registration Statement and the Prospectus).

C-3

EXHIBIT D

Form of Opinion of Thompson Hine & Flory LLP

The opinion of Thompson Hine & Flory LLP, counsel for the Issuers (capitalized terms not otherwise defined herein shall have the meanings provided in the Underwriting Agreement, to which this is an Exhibit), delivered pursuant to Section 7(h) of the Underwriting Agreement:

(i) Each of the Guarantors has all requisite power and authority to execute, deliver and perform its obligations under the Supplemental Indenture and the Underwriting Agreement and to consummate the transactions contemplated thereby to be consummated on its part and, without limitation, each Guarantor has all requisite power and authority to execute, deliver and perform its obligations under the Guarantees. Each of the Guarantors has duly authorized the execution, delivery and performance of, and has duly executed and delivered, each of the Supplemental Indenture and the Underwriting Agreement.

(ii) The Supplemental Indenture is a valid and legally binding obligation of each Guarantor, enforceable against each Guarantor in accordance with its terms.

(iii) The Guarantees, when the Notes are issued, authenticated and delivered in accordance with the terms of the Underwriting Agreement and the Indenture, will be valid and legally binding obligations of the Guarantors, enforceable against each Guarantor in accordance with their terms.

(iv) The execution, delivery and performance by each of the Guarantors of the Supplemental Indenture and the Underwriting Agreement, including the consummation of the offer and sale of the Notes, does not and will not violate, conflict with or constitute a breach of any of the terms or provisions of, or a default under (or an event that with notice or the lapse of time, or both, would constitute a default), or require consent under, or result in the creation or imposition of a lien, charge or encumbrance on any property or assets of any of the Guarantors pursuant to, (A) the charter, bylaws or other constitutive documents of any of the Guarantors, (B) any of the Agreements and Instruments filed by the Company with the Commission as an exhibit to an Incorporated Document, (C) any law, statute, rule or regulation of the State of Ohio, the Delaware General Corporation Law, the Delaware Limited Liability Company Act, the Kentucky Business Corporation Act or any federal law, statute, rule or regulation of the United States of America, in each case pursuant to this clause (C) which, in our experience, is ordinarily applicable to transactions of the type contemplated by the Underwriting Agreement, (D) any judgment, order or decree issued by any court or governmental agency or authority of the United States of America or the State of Ohio or issued by any court or governmental agency or authority of the State of Delaware pursuant to the Delaware General Corporation Law or the Delaware Limited Liability Company Act or issued by any court or governmental agency or authority of the Commonwealth of Kentucky pursuant to the Kentucky Business Corporation Act, in each case pursuant to this clause (D) specifically applicable to a Guarantor or any of its assets or properties and known to us.

D-1

(v) Assuming the accuracy of the representations, warranties and agreements of the Company and the Guarantors contained in the Underwriting Agreement, no consent, approval, authorization or order of, or filing, registration, qualification, license or permit of or with, any court or governmental agency, body or administrative agency of the United States of America or the State of Ohio, or any court or governmental agency or authority of the State of Delaware pursuant to the Delaware General Corporation Law or the Delaware Limited Liability Company Act, or any court or governmental agency or authority of the Commonwealth of Kentucky pursuant to the Kentucky Business Corporation Act is required to be obtained or made by any of the Guarantors for the execution, delivery and performance by each of the Guarantors of the Indenture and the Underwriting Agreement, including the consummation of any of the transactions contemplated thereby, except (A) such as have been obtained or made and (B) such as may be required under state securities or Blue Sky laws or as may be required by the NASD. To our knowledge, no consents or waivers from any other person or entity are required for the execution, delivery and performance by each of the Guarantors of the Underwriting Agreement or the Indenture or the consummation by each of the Guarantors of any of the transactions contemplated thereby, other than (X) such consents and waivers as have been obtained and as are in full force and effect.

D-2

EXHIBIT E

Form of Opinion of Stites & Harbison

The opinion of Stites & Harbison, counsel for SunTrust Bank (the “Bank”) as Indenture Trustee (capitalized terms not otherwise defined herein shall have the meanings provided in the Underwriting Agreement, to which this is an Exhibit), delivered pursuant to Section 7(j) of the Underwriting Agreement:

(i) the Bank has been duly incorporated and is validly existing as a banking corporation in good standing under the laws of the State of Georgia;

(ii) the Bank has the corporate trust power and authority to execute, deliver and perform its duties under the Indenture, has duly executed and delivered the Indenture, and, assuming due authorization, execution and delivery thereof by the other parties thereto, the Indenture constitutes a legal, valid and binding agreement of the Bank, enforceable against the Bank in accordance with its terms, subject to applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium or other laws affecting creditors’ rights generally from time to time in effect and to general principles of equity (including, without limitation, concepts of materiality, reasonableness, good faith and fair dealing), regardless of whether considered in a proceeding in equity or at law; and

(iii) no approval, authorization or other action by, or filing with, any governmental authority of the United States of America or the State of Georgia having jurisdiction over the Bank is required in connection with the execution and delivery by the Bank of the Indenture or the performance by the Bank of its duties thereunder, except such as have been obtained, taken or made.

E-1

EX-1.1(B)

EXHIBIT 1.1(b)

OMNICARE, INC.

5,625,000 Shares of Common Stock, Par Value $1.00 per Share

UNDERWRITING AGREEMENT

June 10, 2003

LEHMAN BROTHERS INC.

J.P. MORGAN SECURITIES INC.

UBS SECURITIES LLC,

As Representatives of the several Underwriters

c/o Lehman Brothers Inc. 

745 Seventh Avenue

New York, New York 10019

Ladies and Gentlemen:

Omnicare, Inc., a Delaware corporation (the “Company”), proposes, subject to the terms and conditions stated herein, to issue and to sell to Lehman Brothers Inc., Wachovia Securities, LLC, the other underwriters named in Schedule 1 hereto and any additional underwriters pursuant to Section 10(a) herein (individually, each an “Underwriter” and collectively, the “Underwriters”), for whom you are acting as representatives (the “Representatives”), 5,625,000 shares (the “Firm Shares”) of common stock, par value $1.00 per share (“Common Stock”) of the Company. In addition, the Company proposes to grant to the Underwriters an option (the “Option”) to purchase up to an additional 843,750 shares (the “Option Shares” and, together with the Firm Shares, the “Shares”).

This is to confirm the agreement between the Company and the Underwriters concerning the offer, issuance and sale of the Shares.

1. Representations, Warranties and Agreements of the Company. The Company represents and warrants to, and agrees with, each Underwriter that:

(a) The Registration Statement on Form S-3 (File No. 333-103115), including a related prospectus, setting forth information with respect to the Company and the Shares has (i) been prepared by the Company in conformity in all material respects with the requirements of the Securities Act, (ii) been filed with the Commission under the Securities Act and (iii) become effective under the Securities Act. Copies of such Registration Statement and all amendments and exhibits thereto have been made available by the Company to you. The Company has included in such registration statement, as amended at the Effective Time, all information (other than Rule 430A Information) required by the Securities Act and the rules thereunder to be included in such registration statement and the related prospectus. The Company will next file

with the Commission the Prospectus in accordance with Rules 415 and 424(b). As filed, such Prospectus will contain all Rule 430A Information, together with all other such required information, and, except to the extent the Underwriters will agree in writing to a modification, will be in all substantial respects in the form furnished to you prior to the Execution Time, or, to the extent not completed at the Execution Time, shall contain only such additional information and other changes as the Company has advised you, prior to the Execution Time, will be included or made therein or such changes as are made after consulting with you or your counsel.

(b) The conditions for use of Form S-3, as set forth in the General Instructions thereto, have been satisfied or waived.

(c) The Registration Statement conforms, and the Prospectus and any further amendments or supplements to the Registration Statement or the Prospectus will, when they become effective or are filed with the Commission, as the case may be, conform in all material respects to the requirements of the Securities Act. The Registration Statement and any amendment thereto did not, and will not, as of the applicable Effective Date, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. The Prospectus does not and will not, as of the date thereof and any applicable Delivery Date (as defined in Section 4(c)), contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, it being understood that the Company makes no representation or warranty as to information contained in or omitted from the Registration Statement or the Prospectus in reliance upon and in conformity with written information furnished to the Company by the Underwriters specifically for inclusion therein as provided in Section 8(e).

(d) The Incorporated Documents as amended or supplemented at the date hereof, when they were filed with the Commission, conformed in all material respects to the requirements of the Securities Act and the Exchange Act. None of the Incorporated Documents as amended or supplemented at the date hereof, when such documents were filed with the Commission, contained any untrue statement of a material fact or omitted to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. Any further documents so filed and incorporated by reference in the Prospectus, when such documents are filed with Commission will conform in all material respects to the requirements of the Exchange Act and will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading.

(e) The Company has an authorized capitalization as of March 31, 2003 as set forth under the heading “Capitalization” in the Prospectus. Attached as Schedule 2 hereto is a true and complete list of each “significant subsidiary,” as defined by Rule 1-02 of Regulation S-X under the Securities Act, of the Company, together with its jurisdiction of incorporation or formation and, if less than 100%, the percentage equity ownership by the Company (direct or indirect) (all such entities, the “Significant Subsidiaries”). All of the issued and outstanding shares of capital stock or other equity interests of each of the Significant Subsidiaries owned by the Company

2

(directly or indirectly) are owned free and clear of any liens (other than those that could not reasonably be expected to have a material adverse affect on the business, condition (financial or other), results of operations, or properties of the Company and its subsidiaries, taken as a whole (a “Material Adverse Effect”)). Except as set forth or referred to in the Prospectus, there are no outstanding options, warrants or other rights to acquire or purchase, or instruments convertible into or exchangeable for, any shares of capital stock of the Company or any Significant Subsidiary.

(f) Since December 31, 2002, except as set forth or contemplated in the Prospectus, (i) neither the Company nor any of its Significant Subsidiaries has incurred any liabilities or obligations, direct or contingent, that could, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect and (ii) there has not been any event or development in respect of the business or condition (financial or other) of the Company and its subsidiaries taken as a whole that, individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect.

(g) Each of the Company and the Significant Subsidiaries (i) is a corporation, limited liability company, partnership or other entity duly organized and validly existing under the laws of the jurisdiction of its organization, (ii) has all requisite corporate or other power and authority, and has all governmental licenses, authorizations, consents and approvals, necessary to own its property and carry on its business as now being conducted, except if the failure to obtain any such license, authorization, consent or approval could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect and (iii) is qualified to do business and is in good standing in all jurisdictions in which the nature of the business conducted by it makes such qualification necessary and where failure to be so qualified and in good standing, individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect.

(h) The Company has all requisite corporate power and authority to execute, issue and deliver this Agreement and to issue and deliver the Shares and to consummate the transactions contemplated hereby to be consummated on its part.

(i) Neither the Company nor any Significant Subsidiary is (i) in violation of its charter, bylaws or other constitutive documents, (ii) in default (or, with notice or lapse of time or both, would be in default) in the performance or observance of any obligation, agreement, covenant or condition contained in any bond, debenture, note, indenture, mortgage, deed of trust, loan or credit agreement, lease, license, franchise agreement, authorization, permit, certificate or other agreement or instrument to which any of them is a party or by which any of them is bound or to which any of their assets or properties is subject (collectively, “Agreements and Instruments”) or (iii) in violation of any law, statute, rule, regulation, judgment, order or decree of any domestic or foreign court with jurisdiction over any of them or any of their assets or properties or other governmental or regulatory authority, agency or other body, which, in the case of clauses (ii) and (iii), individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect.

(j) None of the issuance, offer and sale of the Shares, the execution, delivery and performance of this Agreement by the Company or the consummation by the Company of the transactions contemplated hereby violate or will violate, conflict with or constitute a breach of

3

any of the terms or provisions of or a default under (or an event that with notice or the lapse of time, or both, would constitute a default), or require consent under, or result in the creation or imposition of a lien, charge or encumbrance on any property or assets of the Company or any Significant Subsidiary pursuant to, (i) the charter, bylaws or other constitutive documents of the Company or any Significant Subsidiary, (ii) any law, statute, rule or regulation applicable to the Company or any Subsidiary or their respective assets or properties or (iii) any judgment, order or decree of any domestic or foreign court or governmental agency or authority having jurisdiction over the Company or any Significant Subsidiary or their respective assets or properties, which, in the case of clauses (ii), and (iii), individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect.

(k) This Agreement has been duly authorized, executed and delivered by the Company.

(l) The Shares have been duly and validly authorized and when issued will be validly issued, fully paid and nonassessable.

(m) No consent, approval, authorization or order of, or filing, registration, qualification, license or permit of or with, any court or governmental agency, body or administrative agency, domestic or foreign, is required to be obtained or made by the Company for the execution, delivery and performance by the Company of this Agreement including the consummation of any of the transactions contemplated hereby, except such as have been or will be obtained, made, or waived on or prior to the First Delivery Date, those under Blue Sky laws and regulations, those required by the National Association of Securities Dealers, Inc. (the “NASD”) or those that if not obtained, made, or waived could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. No consents or waivers from any other person or entity are required for the execution, delivery and performance of this Agreement or the consummation of any of the transactions contemplated hereby, other than such consents and waivers as have been obtained or will be obtained on or prior to the First Delivery Date and will be in full force and effect or except as could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

(n) Except as set forth in the Prospectus, there is no action, suit or proceeding before or by any court, arbitrator or governmental agency, body or official, domestic or foreign, now pending or, to the knowledge of the Company, threatened or contemplated, to which the Company or any Significant Subsidiary is or may be a party or to which the business, assets or property of such person is or may be subject, that if determined adversely to the Company or any Significant Subsidiary, could, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect or to materially and adversely affect the ability of the Company to perform its obligations under this Agreement. Except as set forth in the Prospectus, there is (i) no statute, rule, regulation or order that has been enacted, adopted or issued or, to the knowledge of the Company, that has been proposed by any governmental body or agency, domestic or foreign or (ii) 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 that in the case of clauses (i) and (ii) could, individually or in the aggregate, reasonably be expected, to have a Material Adverse Effect or to materially and adversely affect the ability of the Company to perform its obligations under this Agreement. Any request of any

4

securities authority or agency of any jurisdiction for additional information with respect to any of the Shares that has been received by the Company or its counsel prior to the date hereof has been, or will prior to the First Delivery Date be, complied with in all material respects.

(o) The Company and each Significant Subsidiary has (i) all licenses, certificates, permits, authorizations, approvals, franchises and other rights from, and has made all declarations and filings with, all applicable authorities, all self-regulatory authorities and all courts and other tribunals (each, an “Authorization”) necessary to engage in the business conducted by it in the manner described in the Prospectus, except where failure to have obtained such Authorizations or made such declarations and filings could not, individually or in the aggregate, be reasonably expected to have a Material Adverse Effect and (ii) no reason to believe that any governmental body or agency, domestic or foreign, is considering limiting, suspending or revoking any such Authorization, except where any such limitations, suspensions or revocations could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. All such Authorizations are valid and in full force and effect and the Company and each Significant Subsidiary is in compliance in all material respects with the terms and conditions of all such Authorizations and with the rules and regulations of the regulatory authorities having jurisdiction with respect to such Authorizations, except for any invalidity, failure to be in full force and effect or noncompliance with any Authorization that could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

(p) The Company is not, nor after the offering and sale of the Shares will be, an “investment company” or a company “controlled” by an “investment company” incorporated in the United States within the meaning of the Investment Company Act of 1940, as amended, and the rules and regulations of the Commission thereunder (collectively, the “Investment Company Act”).

(q) The Company and each of its Significant Subsidiaries maintains a system of internal accounting controls sufficient to provide reasonable assurance that: (i) transactions are executed in accordance with management’s general or specific authorizations; (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with generally accepted accounting principles and to maintain accountability for assets; (iii) access to assets is permitted only in accordance with management’s general or specific authorization and (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect thereto.

(r) The Company on a consolidated basis maintains insurance covering its properties, personnel and business. Such insurance insures against such losses and risks as are adequate in accordance with the Company’s perception of customary industry practice to protect the Company and its Significant Subsidiaries and their businesses.

(s) PricewaterhouseCoopers LLP is an independent accountant within the meaning of the Securities Act. The historical financial statements and the notes thereto included in the Prospectus present fairly in all material respects the consolidated financial position and results of operations of the Company at the respective dates and for the respective periods indicated. Such financial statements have been prepared in accordance with generally accepted accounting principles applied on a consistent basis throughout the periods presented (except as disclosed in

5

the Prospectus). The other financial information included in the Prospectus is accurately presented in all material respects and, except as disclosed in the Prospectus, prepared on a basis consistent with the financial statements and the books and records of the Company. There are no financial statements (historical or pro forma) that are required to be included or incorporated by reference in the Prospectus that are not so included or incorporated by reference as required.

(t) The Company, including its subsidiaries, has the requisite provider number or other authorization to bill the Medicare program (to the extent such entity participates in the Medicare program) and the respective Medicaid program in the state or states in which it operates, except where the failure to have such provider number or other authorization could not be reasonably expected to have a Material Adverse Effect.

(u) Neither the Company, nor to its knowledge, any of its affiliates (as defined in Regulation D of the Securities Act, an “Affiliate”), has taken, directly or indirectly, any action designed to cause or result in, or which has constituted or which might reasonably be expected to constitute, the stabilization or manipulation of the price of the Shares to facilitate the sale or resale of such Shares.

(v) The statistical and market-related data included in the Prospectus are based on or derived from sources that the Company believes to be reliable and accurate in all material respects.

Each certificate signed by any officer of the Company and delivered to the Underwriters or counsel for the Underwriters shall be deemed to be a representation and warranty by the Company to the Underwriters as to the matters covered thereby.

2. Purchase of the Shares by the Underwriters. On the basis of the representations and warranties contained in, and subject to the terms and conditions of, this Agreement, the Company agrees to sell to the Underwriters, and each of the Underwriters, severally and not jointly, agrees to purchase from the Company the number of Firm Shares set forth opposite that Underwriter’s name in Schedule 1 hereto. The price of the Firm Shares shall be $27.8478 per Firm Share. The Company shall not be obligated to deliver any of the Shares to be delivered on the Delivery Date except upon payment for all the Shares to be purchased on the Delivery Date as provided herein.

3. Offering of Shares by the Underwriters. The several Underwriters propose to offer the Shares for sale upon the terms and conditions set forth in the Prospectus.

4. Delivery of and Payment for the Shares.

(a) Delivery of and payment for the Firm Shares shall be made at the office of Dewey Ballantine LLP, 1301 Avenue of the Americas, New York, New York 10019, at 9:00 a.m. (New York City time) on June 13, 2003, or at such other date or place as shall be determined by agreement between the Underwriters and the Company (such date and time of delivery and payment for the Firm Shares, the “First Delivery Date”). On the First Delivery Date, the Company shall deliver or cause to be delivered the Firm Shares to the Underwriters for the account of each Underwriter against payment to or upon the order of the Company of the purchase price by wire transfer in immediately available funds. Time shall be of the essence, and

6

delivery at the time and place specified pursuant to this Agreement is a further condition of the obligation of each Underwriter hereunder. Upon delivery, the Shares shall be registered in such names and in such numbers as the Representatives shall request in writing not less than two full Business Days prior to the First Delivery Date.

(b) The Company hereby grants the Option to the Underwriters to purchase the Option Shares at the same purchase price as the Underwriters shall pay for the Firm Shares. The Option may be exercised in whole or in part from time to time at any time not more than 30 days subsequent to the date of this Agreement upon notice in writing delivered by facsimile by Lehman Brothers Inc. (“Lehman Brothers”), on behalf of itself and the other Underwriters to the Company setting forth the number of Option Shares as to which the Underwriters are exercising the Option.

(c) The date for the delivery of and payment for the Option Shares (the “Option Delivery Date”), which may be the First Delivery Date (the First Delivery Date and the Option Delivery Date, if any, being sometimes referred to as a “Delivery Date”), shall be determined by the Underwriters but shall not be later than five full Business Days after written notice of election to purchase Option Shares is given. On the Option Delivery Date, the Company shall deliver or cause to be delivered the Option Shares to the Underwriters for the account of each Underwriter against payment to or upon the order of the Company of the purchase price by wire transfer in immediately available funds. Upon delivery, the Shares shall be registered in such names and in such numbers as the Representatives shall request in writing not less than two full Business Days prior to the Option Delivery Date. If the Option Delivery Date shall be different from the First Delivery Date, the obligation of the Underwriters to purchase the Option Shares shall be conditioned upon receipt of supplemental opinion, certificates and letters confirming as of such date the opinions, certificates and letters delivered on the First Closing Date pursuant to Section 7 hereof.

5. Further Agreements of the Company. The Company further agrees:

(a) (i) To prepare the Prospectus in a form approved by Lehman Brothers, which approval shall not be unreasonably withheld or delayed, and to file such Prospectus pursuant to Rule 424(b) under the Securities Act not later than Commission’s close of business on the second Business Day following the execution and delivery of this Agreement or, if applicable, such earlier time as may be required by Rule 430A(a)(3) under the Securities Act; (ii) to make no further amendment or any supplement to the Registration Statement or to the Prospectus prior to any Delivery Date except as permitted herein; (iii) to advise the Underwriters, promptly after it receives notice thereof, of the time when any amendment to the Registration Statement has been filed or becomes effective or any supplement to the Prospectus or any amended Prospectus has been filed and to furnish the Underwriters with copies thereof; (iv) to file promptly all reports and any definitive proxy or information statements required to be filed by the Company with the Commission pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act subsequent to the date of the Prospectus and for so long as the delivery of a prospectus is required in connection with the offering or sale of the Shares; (v) to advise the Underwriters, promptly after it receives notice thereof, of the issuance by the Commission of any stop order or of any order preventing or suspending the use of any Preliminary Prospectus or the Prospectus, of the suspension of the qualification of the Shares for offering or sale in any jurisdiction, of the initiation or threatening

7

of any proceeding for any such purpose, or of any request by the Commission for the amending or supplementing of the Registration Statement or the Prospectus or for additional information; and (vi) in the event of the issuance of any stop order or of any order preventing or suspending the use of any Preliminary Prospectus or the Prospectus or suspending any such qualification, to use promptly its reasonable best efforts to obtain its withdrawal;

(b) To furnish promptly to the Underwriters and to counsel for the Underwriters if requested a signed or facsimile signed copy of the Registration Statement as originally filed with the Commission, and each amendment thereto filed with the Commission, including all consents and exhibits filed therewith;

(c) To deliver promptly to the Underwriters such number of the following documents as the Underwriters shall reasonably request: (i) conformed copies of the Registration Statement as originally filed with the Commission and each amendment thereto (in each case excluding exhibits) and (ii) each Preliminary Prospectus, the Prospectus and any amended or supplemented Prospectus, and, if the delivery of a prospectus is required at any time after the Execution Time in connection with the offering or sale of the Shares and if at such time any events shall have occurred as a result of which the Prospectus as then amended or supplemented would include an untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading when such Prospectus is delivered, or, if for any other reason it shall be necessary to amend or supplement the Prospectus in order to comply with the Securities Act, to notify the Underwriters and, upon their request, to prepare and furnish without charge to the Underwriters and to any dealer in securities as many copies of an amended or supplemented Prospectus which will correct such statement or omission or effect such compliance as the Underwriters may from time to time reasonably request;

(d) During the time that delivery of a prospectus is required for the initial offering and sale of Shares to file promptly with the Commission any amendment to the Registration Statement or the Prospectus or any supplement to the Prospectus that may, in the reasonable judgment of the Company or Lehman Brothers, be required by the Securities Act or that is requested by the Commission;

(e) For so long as the delivery of a prospectus is required in connection with the initial offering or sale of the Shares, prior to filing with the Commission any amendment to the Registration Statement or supplement to the Prospectus or any Prospectus and any document incorporated by reference in the Prospectus pursuant to Rule 424 of the Securities Act, to furnish a copy thereof to the Underwriters and counsel for the Underwriters and obtain the consent of Lehman Brothers, which consent shall not unreasonably be withheld;

(f) As soon as practicable after the Effective Date, to make generally available to the Company’s security holders and to deliver to the Underwriters an earnings statement of the Company and its consolidated subsidiaries (which need not be audited) complying with Section 11(a) of the Securities Act (including, at the option of the Company, Rule 158 of the Securities Act);

8

(g) Promptly from time to time, to take such action as Lehman Brothers may reasonably request to qualify the Shares for offering and sale under the securities laws of such jurisdictions in the United States and Canada as Lehman Brothers may reasonably request and in such other jurisdictions as the Company and Lehman Brothers may mutually agree, and to comply with such laws so as to permit the continuance of sales and dealings therein in such jurisdictions for as long as may be necessary to complete the distribution of the Shares; provided that, in connection therewith, the Company shall not be required to qualify as a foreign corporation or to file a general consent to service of process in any jurisdiction; or subject itself to taxation in excess of a nominal dollar amount in any such jurisdiction where it is not then so subject.

(h) Not to take, directly or indirectly, any action which is designed to stabilize or manipulate, or which constitutes or which might reasonably be expected to cause or result in stabilization or manipulation, of the price of any security of the Company in connection with the initial offering of the Shares (except after consultation with the Underwriters and as may be permitted by under federal securities laws);

(i) To use its commercially reasonable efforts to cause the Shares to be listed on the New York Stock Exchange (the “NYSE”) by the First Delivery Date;

(j) To apply the net proceeds from the issuance of the Shares as set forth under “Use of Proceeds” in the Prospectus; and

(k) For a period of 90 days after the date of the Prospectus not to (i) offer, pledge, announce the intention to sell, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase or otherwise transfer or dispose of, directly or indirectly, any Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock; or (ii) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of Common Stock or such other securities, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise, without the prior written consent of Lehman Brothers, which shall not be unreasonably withheld or delayed, except that the foregoing restrictions do not apply to (A) the issuance by the Company of shares of Common Stock or options or rights to acquire shares of Common Stock pursuant to employee benefit plans existing on the date hereof, including, without limitation, stock option and restricted stock plans existing on, or upon the conversion or exchange of convertible or exchangeable securities outstanding as of, the date hereof, (B) the issuance of the Shares to be sold hereunder, (C) the issuance or transfer of Common Stock pursuant to existing reservations, agreements and stock incentive plans; (D) shares of Common Stock issued in connection with acquisitions of unaffiliated entities or assets or businesses from unaffiliated entities; and (E) the issuance of Common Stock upon conversion of the Company’s 4.00% Junior Subordinated Convertible Debentures due 2033 or the Company’s 5% Convertible Subordinated Debentures due 2007.

6. Expenses. Whether or not the transactions contemplated by this Agreement are consummated or this Agreement becomes effective or is terminated, the Company agrees to pay:

9

(a) the costs incident to the preparation, printing and filing under the Securities Act of the Registration Statement and any amendments and exhibits thereto, any Preliminary Prospectus and any Prospectus or any amendment or supplement thereto;

(b) the costs of distributing the Registration Statement as originally filed and each amendment thereto and any post-effective amendments thereof (including, in each case, exhibits), any Preliminary Prospectus, the Prospectus and any amendment or supplement to the Prospectus, in each case, as provided in this Agreement;

(c) the costs of distributing the terms of any agreement relating to the organization of the underwriting syndicate and selling group to the members thereof, by mail, telex or other reasonable means of communication;

(d) the costs, if any, of producing and distributing this Agreement;

(e) the qualification or registration of the Shares for offer and sale under the securities laws of the several states of the United States or provinces of Canada (including, without limitation, the cost of printing and mailing preliminary and final “Blue Sky” or legal investment memoranda and reasonable fees and disbursements of counsel (including local counsel) to the Underwriters relating thereto);

(f) the expenses of the Company in connection with the marketing and offering of the Shares, including, if applicable, all reasonable costs and expenses of the Company incident to the preparation of “road show” presentation or comparable marketing materials and the road show traveling expenses of the Company in connection with the offering of the Shares, provided, however, that the Company and the Underwriters shall share equally all costs related to the chartering of any aircraft for use in connection with any such road show;

(g) all fees and expenses incurred in connection with any rating of the Shares;

(h) all expenses and fees in connection with the application for listing of the Shares and the Common Stock initially issuable upon conversion of the Shares on the NYSE, subject to official notice of issuance;

(i) the fees and expenses of the Company’s counsel and independent accountants; and

(j) all other costs and expenses incident to the performance of the obligations of the Company under this Agreement.

Except as provided in this Section 6 and Section 12 herein, the Underwriters shall pay their own costs and expenses, including the costs and expenses of their counsel and any transfer taxes on the Shares which they may sell.

7. Conditions of the Underwriters’ Obligations. The several obligations of the Underwriters hereunder are subject to the satisfaction of each of the following conditions and agreements:

10

(a) All of the representations and warranties of the Company contained in this Agreement shall be true and correct, or true and correct in all material respects where such representations and warranties are not qualified by materiality or Material Adverse Effect, on the date of this Agreement and, in each case after giving effect to the transactions contemplated hereby, on the Delivery Date, except that if a representation and warranty is made as of a specific date, and such date is expressly referred to therein, such representation and warranty shall be true and correct (or true and correct in all material respects, as applicable) as of such date. The Company shall have performed or complied in all material respects with all of the agreements and covenants contained in this Agreement and required to be performed or complied with by it at or prior to the Delivery Date.

(b) The Prospectus shall have been timely filed with the Commission in accordance with Section 5(a) of this Agreement; no stop order suspending the effectiveness of the Registration Statement or any part thereof shall have been issued and no proceeding for that purpose shall have been initiated or threatened by the Commission; and any request of the Commission for inclusion of additional information in the Registration Statement or the Prospectus or otherwise shall have been complied with in all material respects.

(c) All corporate proceedings and other legal matters incident to the authorization, form and validity of the Registration Statement, the Preliminary Prospectus, the Prospectus, this Agreement and the Shares, and all other legal matters relating to the offering, issuance and sale of the Shares and the transactions contemplated hereby and thereby shall be reasonably satisfactory in all material respects to counsel to the Underwriters.

(d) No action shall have been taken and no statute, rule, regulation or order shall have been enacted, adopted or issued by any governmental agency that would, as of the Delivery Date, prevent the issuance of the Shares or consummation of the transactions contemplated herein. Except as disclosed in the Prospectus, no action, suit or proceeding shall have been commenced and be pending against or affecting or, to the knowledge of the Company, threatened against the Company before any court or arbitrator or any governmental body, agency or official that, if adversely determined, could reasonably be expected to have a Material Adverse Effect; and no stop order preventing the use of the Preliminary Prospectus or the Prospectus, or any amendment or supplement thereto.

(e) The Underwriters shall have received certificates substantially in the form of Exhibit A, dated the Delivery Date, signed by each of the Chief Executive Officer and the Chief Financial Officer of the Company.

(f) The Underwriters shall have received on the Delivery Date an opinion of Dewey Ballantine LLP, counsel to the Company, dated the Delivery Date and addressed to the Underwriters, substantially in the form of Exhibit B hereto and in form and substance reasonably satisfactory to the Underwriters and counsel to the Underwriters.

(g) The Underwriters shall have received on the Delivery Date an opinion of Peter Laterza, Esq., General Counsel of the Company, dated the Delivery Date and addressed to the Underwriters, substantially in the form of Exhibit D hereto and in form and substance reasonably satisfactory to the Underwriters and counsel to the Underwriters.

11

(h) The Underwriters shall have received on the Delivery Date an opinion of Cleary, Gottlieb, Steen & Hamilton, counsel to the Underwriters, dated the Delivery Date and in form and substance satisfactory to the Underwriters.

(i) The Underwriters shall have received a “comfort letter” from PricewaterhouseCoopers LLP, independent public accountants for the Company, dated the date of this Agreement, addressed to the Underwriters and in form and substance reasonably satisfactory to the Underwriters and counsel to the Underwriters. In addition, the Underwriters shall have received a “bring-down comfort letter” from PricewaterhouseCoopers LLP, dated as of the Delivery Date, addressed to the Underwriters and in form and substance reasonably satisfactory to the Underwriters and counsel to the Underwriters.

(j) The Underwriters shall have received a “comfort letter” from Ernst & Young LLP, independent public accountants for NCS HealthCare, Inc., dated the date of this Agreement, addressed to the Underwriters and in form and substance reasonably satisfactory to the Underwriters and counsel to the Underwriters. In addition, the Underwriters shall have received a “bring-down comfort letter” from Ernst & Young LLP, dated as of the Delivery Date, addressed to the Underwriters and in form and substance reasonably satisfactory to the Underwriters and counsel to the Underwriters.

(k) All government authorizations required to be obtained by the Company, if any, in connection with the issue and sale of the Shares as contemplated under this Agreement and the performance of the Company’s obligations under this Agreement shall be in full force and effect.

(l) The Underwriters shall have been furnished with wiring instructions for the application of the proceeds of the Shares in accordance with this Agreement and such other information as it may reasonably request.

(m) Cleary, Gottlieb, Steen & Hamilton, counsel to the Underwriters, shall have been furnished with such documents as they may reasonably request to enable them to review or pass upon the matters referred to in this Section 7 and in order to evidence the accuracy, completeness or satisfaction in all material respects of any of the representations, warranties or conditions contained in this Agreement.

(n) The Shares shall be eligible for trading on the NYSE, subject to official notice of issuance.

(o) Since the Execution Time there shall not have been any change, or any development involving a prospective change, in or affecting the general affairs, management, financial position, stockholders’ equity or results of operations of the Company on consolidated basis, otherwise than as set forth or contemplated in the Prospectus, the effect of which is, in the reasonable judgment of Lehman Brothers, so material and adverse as to make it impracticable or inadvisable to proceed with the offering or the delivery of the Shares being delivered on such Delivery Date on the terms and in the manner contemplated in the Prospectus.

(p) Subsequent to the execution and delivery of this Agreement (i) no downgrading shall have occurred in the corporate or issuer rating accorded the Company by any “nationally recognized statistical rating organization”, as that term is defined by the Commission for

12

purposes of Rule 436(g)(2) of the Securities Act and (ii) no such organization shall have publicly announced or notified the Company in writing that it has under surveillance or review, with possible negative implications, its corporate or issuer rating of the Company.

(q) Subsequent to the execution and delivery of this Agreement there shall not have occurred any of the following: (i) trading in securities generally on the New York Stock Exchange or the Nasdaq National Market or trading in any securities of the Company on any exchange, shall have been suspended, the settlement of such trading generally shall have been materially disrupted or minimum prices shall have been established on any such exchange or market by the Commission, by such exchange or by any other regulatory body or governmental authority having jurisdiction, (ii) a banking moratorium shall have been declared by Federal or state authorities, (iii) the United States shall have become engaged in hostilities, there shall have been an escalation in hostilities involving the United States, or there shall have been a presidential declaration of a national emergency or a declaration of war by the United States, or (iv) there shall have occurred a material adverse change in general domestic or international economic, political or financial conditions, including, without limitation, as a result of terrorist activities, or the effect of international conditions on the financial markets in the United States shall be such, as to make it in the reasonable judgment of Lehman Brothers, impracticable or inadvisable to proceed with the public offering or delivery of the Shares being delivered on such Delivery Date on the terms and in the manner contemplated in the Prospectus.

(r) By the date of execution and delivery of this Agreement, the Company shall have furnished to the Representatives each of the letters required to be furnished under Section 7(z) of the underwriting agreement of even date herewith among the Company, Omnicare Capital Trust I and the underwriters named therein to such underwriters in connection with the offer and sale of $250,000,000 aggregate liquidation amount of Trust Preferred Income Equity Redeemable Securities.

The documents required to be delivered by this Section 7 will be delivered at the office of counsel for the Company (or at such other location agreed to between the Company and the Underwriters) on the Delivery Date.

8. Conditions of the Obligations of the Company. The obligations of the Company hereunder shall be subject to the consummation of the Company’s proposed public offering of 6.125% Senior Subordinated Notes due 2013 aggregating at least $250 million of gross proceeds (the “Notes Offering”) and the completion of the Company’s proposed new credit facility comprised of a $250 million term loan and a $500 million revolving loan, in all cases as described in the Prospectus. If such condition shall not have been fulfilled, this Agreement may be terminated by the Company upon notice thereof to Lehman Brothers. Any such termination shall be without liability of any party to any other party except as otherwise provided in Sections 6, 9 and 12 hereof, provided, however that if the Notes Offering shall have been terminated by reason of default of one or more underwriters of such offering, the Company shall not be obligated to reimburse the expenses of any defaulting underwriter, and provided, further, that the Company shall have no liability under Section 12 hereto in the event that the underwriting agreement in connection with the Notes Offering shall have been terminated as a result of any failure to meet condition 7(t) of such agreement.

13

9. Indemnification and Contribution.

(a) The Company shall indemnify and hold harmless each Underwriter, its directors, officers and employees and each person, if any, who controls any Underwriter within the meaning of the Securities Act, from and against any loss, claim, damage or liability, joint or several, or any action in respect thereof (including, but not limited to, any loss, claim, damage, liability or action relating to purchases and sales of the Shares), to which that Underwriter, director, officer, employee or controlling person may become subject, under the Securities Act or otherwise insofar as such loss, claim, damage, liability or action arises out of, or is based upon, (i) any untrue statement or alleged untrue statement of a material fact contained in any Preliminary Prospectus, the Registration Statement, the Prospectus or in any amendment or supplement thereto or (ii) the omission or alleged omission to state in any Preliminary Prospectus, the Registration Statement, the Prospectus or in any amendment or supplement thereto, any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. The Company shall reimburse each Underwriter and each such director, officer, employee or controlling person promptly upon demand for any legal or other expenses reasonably incurred by that Underwriter, director, officer, employee or controlling person in connection with investigating or defending or preparing to defend against any such loss, claim, damage, liability or action as such expenses are incurred; provided, however, that the Company shall not be liable in any such case to the extent that any such loss, claim, damage, liability or action arises out of, or is based upon, any untrue statement or alleged untrue statement or omission or alleged omission made in any Preliminary Prospectus, the Registration Statement or the Prospectus, or in any such amendment or supplement, in reliance upon and in conformity with the written information concerning that Underwriter furnished to the Company through the Representatives by or on behalf of any Underwriter concerning that Underwriter specifically for inclusion therein which information consists solely of the information set forth in Section 9(e); and provided, further, that the Company shall not be liable to indemnify any Underwriter or any person who controls such Underwriter on account of any such loss, liability, claim, damage or expense arising out of any such defect or alleged defect in any Preliminary Prospectus or Prospectus if a copy of the Prospectus (exclusive of the Incorporated Documents), as amended or supplemented, shall not have been given or sent by such Underwriter with or prior to the written confirmation of the sale involved to the extent that the Prospectus, as amended or supplemented, would have cured such defect or alleged defect and sufficient quantities of the Prospectus, as amended or supplemented, were made available to such Underwriter to allow it to deliver such Prospectus on a timely basis. The foregoing indemnity agreement is in addition to any liability which the Company may otherwise have to any Underwriter or to any director, officer, employee or controlling person of that Underwriter.

(b) Each Underwriter, severally and not jointly, shall indemnify and hold harmless, the Company, its officers and employees, each of its directors, and each person, if any, who controls the Company within the meaning of the Securities Act from and against any loss, claim, damage or liability, joint or several, or any action in respect thereof, to which the Company or any such director, officer, employee or controlling person may become subject, under the Securities Act or otherwise, insofar as such loss, claim, damage, liability or action arises out of, or is based upon, (i) any untrue statement or alleged untrue statement of a material fact contained in any Preliminary Prospectus, the Registration Statement or the Prospectus or in any amendment

14

or supplement thereto, or (ii) the omission or alleged omission to state in any Preliminary Prospectus, the Registration Statement or the Prospectus or in any amendment or supplement thereto, any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, but in each case only to the extent that the untrue statement or alleged untrue statement or omission or alleged omission was made in reliance upon and in conformity with the written information furnished to the Company through the Representatives by or on behalf of that Underwriter specifically for inclusion therein and described in Section 9(e). The Underwriters, severally and not jointly, shall reimburse the Company and any such director, officer, employee or controlling person promptly upon demand for any legal or other expenses reasonably incurred by the Company or any such director, officer, employee or controlling person in connection with investigating or defending or preparing to defend against any such loss, claim, damage, liability or action as such expenses are incurred. The foregoing indemnity agreement is in addition to any liability which any Underwriter may otherwise have to the Company or any such director, officer, employee or controlling person.

(c) Promptly after receipt by an indemnified party under this Section 9 of notice of any claim or the commencement of any action, the indemnified party shall, if a claim in respect thereof is to be made against the indemnifying party under this Section 9, notify the indemnifying party in writing of the claim or the commencement of that action; provided, however, that the failure to notify the indemnifying party shall not relieve it from any liability which it may have under this Section 9 except to the extent it has been materially prejudiced by such failure and, provided, further, that the failure to notify the indemnifying party shall not relieve it from any liability which it may have to an indemnified party otherwise than under this Section 9. If any such claim or action shall be brought against an indemnified party, and it has notified the indemnifying party thereof, the indemnifying party shall be entitled to participate therein and, to the extent that it wishes, jointly with any other similarly notified indemnifying party, to assume the defense thereof with counsel reasonably satisfactory to the indemnified party. After notice from the indemnifying party to the indemnified party of its election to assume the defense of such claim or action, the indemnifying party shall not be liable to the indemnified party under this Section 9 for any legal or other expenses subsequently incurred by the indemnified party in connection with the defense thereof other than reasonable costs of investigation; provided, however, that the Underwriters shall have the right to employ separate counsel to represent jointly the Underwriters and their respective officers, employees and controlling persons who may be subject to liability arising out of any claim in respect of which indemnity may be sought by the Underwriters against the Company under this Section 9 if, in the reasonable judgment of counsel to such Underwriters, it is advisable for such Underwriters, officers, employees and controlling persons to be jointly represented by separate counsel, due to the availability of one or more legal defenses to them which are different from or additional to those available to the indemnifying party, and in that event the reasonable fees and expenses of such separate counsel shall be paid by the Company; provided further, that the Company shall not be liable for the fees and expenses of more than one separate firm of attorneys (in addition to one local counsel in each relevant jurisdiction) at any time for all such indemnified parties. No indemnifying party shall, (i) without the prior written consent of the indemnified parties (which consent shall not be unreasonably withheld) settle or compromise or consent to the entry of any judgment with respect to any pending or threatened claim, action, suit or proceeding in respect of which indemnification or contribution may be sought hereunder (whether or not the indemnified

15

parties are actual or potential parties to such claim or action) unless such settlement, compromise or consent includes an unconditional release of each indemnified party from all liability arising out of such claim, action, suit or proceeding and does not include any findings of fault, culpability or failure to act by or on behalf of any indemnified party, or (ii) be liable for any settlement of any such action effected without its written consent (which consent shall not be unreasonably withheld), but, for the avoidance of doubt, if settled with its written consent or if there be a final judgment of the plaintiff in any such action, the indemnifying party agrees to indemnify and hold harmless any indemnified party from and against any loss or liability by reason of such settlement or judgment.

(d) If the indemnification provided for in this Section 9 shall for any reason be unavailable or insufficient to hold harmless an indemnified party under Section 9(a) or 9(b) in respect of any loss, claim, damage or liability, or any action in respect thereof, referred to therein, other than to the extent that such indemnification is unavailable or insufficient due to a failure to provide prompt notice in accordance with Section 9(c), then each indemnifying party shall, in lieu of indemnifying such indemnified party, contribute to the amount paid or payable by such indemnified party as a result of such loss, claim, damage or liability, or action in respect thereof, (i) in such proportion as shall be appropriate to reflect the relative benefits received by the Company on the one hand and the Underwriters on the other from the offering of the Shares, or (ii) if the allocation provided by clause 9(d)(i) above is not permitted by applicable law, in such proportion as is appropriate to reflect not only the relative benefits referred to in clause 9(d)(i) but also the relative fault of the Company on the one hand and the Underwriters on the other with respect to the statements or omissions or alleged statements or alleged omissions that resulted in such loss, claim, damage or liability, or action in respect thereof, as well as any other relevant equitable considerations. The relative benefits received by the Company on the one hand and the Underwriters on the other with respect to such offering shall be deemed to be in the same proportion as the total net proceeds from the offering of the Shares purchased under this Agreement (before deducting expenses) received by the Company on the one hand, and the total underwriting discounts and commissions realized or received by the Underwriters with respect to the Shares purchased under this Agreement, on the other hand, bear to the total gross proceeds from the offering of the Shares under this Agreement, in each case, as set forth in the table on the cover page of the Prospectus. The relative fault shall be determined by reference to whether the untrue or alleged untrue statement of a material fact or omission or alleged omission to state a material fact relates to information supplied by the Company or the Underwriters, the intent of the parties and their relative knowledge, access to information and opportunity to correct or prevent such statement or omission. The Company and the Underwriters agree that it would not be just and equitable if the amount of contributions pursuant to this Section 9(d) were to be determined by pro rata allocation (even if the Underwriters were treated as one entity for such purpose) or by any other method of allocation, which does not take into account the equitable considerations referred to herein. The amount paid or payable by an indemnified party as a result of the loss, claim, damage or liability, or action in respect thereof, referred to above in this Section 9(d) shall be deemed to include, for purposes of this Section 9(d), any legal or other expenses reasonably incurred by such indemnified party in connection with investigating or defending any such action or claim. Notwithstanding the provisions of this Section 9(d), no Underwriter shall be required to contribute any amount in excess of the amount by which the total price at which the Shares underwritten by it and distributed to the public was offered to the public exceeds the amount of any damages which such Underwriter has otherwise paid or

16

become liable to pay by reason of any untrue or alleged untrue statement or omission or alleged omission. No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation. The Underwriters’ obligations to contribute as provided in this Section 9(d) are several in proportion to their respective underwriting obligations and not joint.

(e) The Underwriters severally confirm and the Company acknowledges that the statements with respect to the offering of the Shares by the Underwriters set forth in the last paragraph on the cover page and the first paragraph under the caption “Underwriting—Commissions and Expenses,” the first paragraph and the second sentence of the second paragraph under the caption “Underwriting—Price Stabilization and Short Positions,” the third sentence of the first paragraph and the third sentence of the second paragraph under the caption “Underwriting—Other Relationships,” the first paragraph under the caption “Underwriting—Electronic Distribution” and the last sentence under the caption “Notice to Canadian Residents—Relationship with Affiliates of Certain Underwriters” in the Prospectus are correct and constitute the only information concerning such Underwriters furnished in writing to the Company through the Representatives by or on behalf of the Underwriters specifically for inclusion in the Prospectus, and the Underwriters severally confirm that such statements are accurate and complete.

10. Defaulting Underwriters.

(a) If, on any Delivery Date, any Underwriter defaults in the performance of its obligations under this Agreement, the remaining non-defaulting Underwriters shall be obligated to purchase the number of Shares which the defaulting Underwriter agreed but failed to purchase on such Delivery Date in the respective proportions which the number of Shares set opposite the name of each remaining non-defaulting Underwriter in Schedule 1 hereto bears to the aggregate number of Shares set forth opposite the names of all the remaining non-defaulting Underwriters in Schedule 1 hereto; provided, however, that the remaining non-defaulting Underwriters shall not be obligated to purchase any of the Shares on such Delivery Date if the total number of Shares which the defaulting Underwriter or Underwriters agreed but failed to purchase on such date exceeds 10% of the total aggregate number of the Shares to be purchased on such Delivery Date. If the foregoing maximum is exceeded, the remaining non-defaulting Underwriters, or those other underwriters satisfactory to Lehman Brothers who so agree, shall have the right, but shall not be obligated, to purchase, in such proportion as may be agreed upon among them, the total number of Shares to be purchased on such Delivery Date. If the remaining Underwriters or other underwriters satisfactory to Lehman Brothers do not elect to purchase on such Delivery Date the aggregate number of Shares which the defaulting Underwriters agreed but failed to purchase, this Agreement (or with respect to the Option Delivery Date, the obligation of the Underwriters to purchase the Option Shares) shall terminate without liability on the part of any non-defaulting Underwriter and the Company, except that the Company will continue to be liable for the payment of expenses to the extent set forth in Sections 6 and 12. As used in this Agreement, the term “Underwriter” includes, for all purposes of this Agreement unless the context requires otherwise, any party not listed in Schedule 1 hereto who, pursuant to this Section 10(a), purchases Shares which a defaulting Underwriter agreed but failed to purchase.

17

(b) Nothing contained herein shall relieve a defaulting Underwriter of any liability it may have to the Company for damages caused by its default. If other Underwriters are obligated or agree to purchase the Shares of a defaulting or withdrawing Underwriter, either Lehman Brothers or the Company may postpone the Delivery Date for up to five full Business Days in order to effect any changes that, in the opinion of counsel to the Company or counsel to the Underwriters, may be necessary in the Prospectus or in any other document or arrangement.

11. Termination. The obligations of the Underwriters hereunder may be terminated by the Underwriters by notice given to and received by the Company prior to delivery of and payment for the Shares if, prior to that time, any of the events described in Sections 7(o), 7(p) or 7(q) shall have occurred or if the Underwriters shall decline to purchase the Shares for any reason permitted under this Agreement.

12. Reimbursement of Underwriters’ Expenses. If (a) the Company shall fail to tender the Shares for delivery to the Underwriters by reason of any failure, refusal or inability on the part of the Company to perform any agreement on its part to be performed, or because any other condition of the Underwriters’ obligations hereunder required to be fulfilled by the Company (including, without limitation, with respect to the transactions) is not fulfilled (other than as a result of the condition described in Section 7(q)) or (b) the Underwriters shall decline to purchase the Shares for any reason permitted under this Agreement (including the termination of this Agreement pursuant to Section 11) (other than as a result of the condition described in Section 7(q)), the Company shall reimburse the Underwriters for all reasonable out-of-pocket expenses (including fees and disbursements of counsel) incurred by the Underwriters in connection with this Agreement and the proposed purchase of the Shares (except as otherwise provided in Section 8 hereof), and upon demand the Company shall pay the full amount thereof to the Underwriters. Upon such payment the Company will be absolved from any further liability hereunder, except as provided in Sections 6 and 9 hereof. If this Agreement is terminated pursuant to Section 10 by reason of the default of one or more Underwriters, the Company shall not be obligated to reimburse any defaulting Underwriter on account of those expenses.

13. Notices, etc. Notices given pursuant to any provision of this Agreement shall be given in writing and shall be addressed as follows:

(a) if to the Underwriters, to Lehman Brothers Inc., 399 Park Avenue, New York, New York 10022, Attention: Syndication Department, Facsimile: (212) 526-0943, with a copy to the General Counsel’s Office, 399 Park Avenue, New York, New York 10022, Facsimile: 212-528-4748; with a copy to Cleary, Gottlieb, Steen & Hamilton, One Liberty Plaza, New York, New York 10006, Attention: Raymond B. Check, Esq. (Fax No.: 212-225-3999).; and

(b) if to the Company, to Omnicare, Inc., 100 East River Center Boulevard, Covington, Kentucky 41011, Attention: Joel F. Gemunder, Telephone: (859) 392-3300, Facsimile: (859) 392-3360, with a copy to Dewey Ballantine LLP, 1301 Avenue of the Americas, New York, New York 10019, Attention: Morton A. Pierce, Esq., Telephone: (212) 259-8000, Facsimile: (212) 259-6333;

18

provided, however, that any notice to an Underwriter pursuant to Section 9(c) shall be delivered or sent by mail, telex or facsimile transmission to such Underwriter at its address set forth in its acceptance telex to Lehman Brothers, which address will be supplied to any other party hereto by Lehman Brothers upon request. Any such statements, requests, notices or agreements shall take effect at the time of receipt thereof. The Company shall be entitled to act and rely upon any request, consent, notice or agreement given or made on behalf of the Underwriters by Lehman Brothers or the Representatives on behalf of the Underwriters.

14. Persons Entitled to Benefit of Agreement. This Agreement shall inure to the benefit of and be binding upon the Underwriters, the Company and their respective successors. This Agreement and the terms and provisions hereof are for the sole benefit of only those persons, except that (i) the indemnities and agreements in Section 9 hereof of the Company contained in this Agreement shall also be deemed to be for the benefit of the officers, directors and employees of the Underwriters and the person or persons, if any, who control any Underwriter within the meaning of Section 15 of the Securities Act and (ii) the indemnities and agreements in Section 9 hereof of the Underwriters contained in this Agreement shall be deemed to be for the benefit of directors, trustees, officers and employees of the Company and any person controlling the Company within the meaning of Section 15 of the Securities Act. Nothing contained in this Agreement is intended or shall be construed to give any person, other than the persons referred to in this Section 14, any legal or equitable right, remedy or claim under or in respect of this Agreement or any provision contained herein.

15. Survival. The respective indemnities, representations, warranties and agreements of the Company and the Underwriters contained in this Agreement or made by or on behalf of them, respectively, pursuant to this Agreement, shall survive the delivery of and payment for the Shares and shall remain in full force and effect, regardless of any termination or cancellation of this Agreement or any investigation made by or on behalf of any of them or any person controlling any of them.

16. Governing Law. This Agreement shall be governed by, and construed in accordance with, the laws of the State of New York.

17. Counterparts. This Agreement may be executed in one or more counterparts and, if executed in more than one counterpart, the executed counterparts shall each be deemed to be an original but all such counterparts shall together constitute one and the same instrument.

18. Definitions. The terms which follow, as used in this Agreement, have the meanings indicated:

(a) “Business Day” means any day on which the NYSE is open for trading.

(b) “Commission” means the Securities Exchange Commission.

(c) “Effective Date” means the date of the Effective Time.

(d) “Effective Time” means the date and the time as of which the Registration Statement was declared effective by the Commission.

19

(e) “Exchange Act” means the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission thereunder.

(f) “Execution Time” means the date and time that this Agreement is executed and delivered by the parties hereto.

(g) “Incorporated Documents” means documents that are incorporated into any of the Registration Statement, Prospectus or Preliminary Prospectus by reference.

(h) “Preliminary Prospectus” means each prospectus and any prospectus supplement filed with the Commission by the Company with the consent of Lehman Brothers (not to be unreasonably withheld) pursuant to Rule 424(b) of the Securities Act relating to the Shares included in the Registration Statement, and any amendments and Incorporated Documents thereof.

(i) “Prospectus” means the prospectus and prospectus supplement filed with the Commission by the Company with the consent of Lehman Brothers pursuant to Rule 424(b) of the Securities Act relating to the Shares in the form first used to confirm sales of the Shares, and any Incorporated Documents thereof incorporated as of the Execution Time.

(j) “Registration Statement” means the Registration Statement of the Company filed with the Commission on Form S-3 (File No.’s 333-103115), including exhibits other than Forms T-1 and financial statements, as amended at the Execution Time (or, if not effective at the Execution Time, in the form in which it shall become effective) and, in the event any post-effective amendment thereto or any Rule 462(b) Registration Statement becomes effective prior to the First Delivery Date, means also such registration statement as so amended or such Rule 462(b) Registration Statement, as the case may be. This term will include any Rule 430A Information deemed to be included therein at the Effective Date as provided by Rule 430A. Any reference to any amendment to the Registration Statement herein will be deemed to include any annual report of the Company filed with the Commission pursuant to Section 13(a) or 15(d) of the Exchange Act after the Effective Time that is incorporated by reference in the Registration Statement.

(k) “Rule 430A Information” means information with respect to the Shares and the offering thereof permitted to be omitted from the Registration Statement when it becomes effective pursuant to Rule 430A of the Securities Act.

(l) “Rule 462(b) Registration Statement” means a registration statement and any amendments thereto filed pursuant to Rule 462(b) of the Securities Act relating to the offering covered by the registration statement.

(m) “Securities Act” means the Securities Act of 1933, as amended, together with the rules and regulations of the Commission thereunder.

19. Headings. The headings herein are inserted for convenience of reference only and are not intended to be part of, or to affect the meaning or interpretation of, this Agreement.

20

[The rest of this page has been left blank intentionally; the signature page follows.]

21

If the foregoing correctly sets forth the agreement between the Company and the Underwriters, please indicate your acceptance in the space provided for that purpose below.

Very truly yours,
OMNICARE, INC.
By:	/S/    JOEL F. GEMUNDER
	Name: Joel F. Gemunder
	Title:   President and Chief Executive Officer

Accepted and agreed by:

LEHMAN BROTHERS INC. J.P. MORGAN SECURITIES INC. UBS SECURITIES LLC
By:	LEHMAN BROTHERS INC.
By:	/S/    ARLENE SALMONSON
	Authorized Representative

For each of the Representatives and the other several Underwriters named in Schedule I to the foregoing Agreement

EXHIBIT A

Form of Officer’s Certificate of Omnicare, Inc.

The undersigned, the duly qualified and elected (i) President and Chief Executive Officer and (ii) Senior Vice President and Chief Financial Officer, respectively, of Omnicare, Inc., a Delaware corporation (the “Company”), do hereby certify in such capacity and on behalf of the Company, pursuant to Section 7(e) of the Underwriting Agreement between the Company and Lehman Brothers Inc., J.P. Morgan Securities Inc. and UBS Securities LLC, as representatives of the Underwriters named therein, that we have carefully examined the Underwriting Agreement and the Prospectus and that to our knowledge:

(i) The representations and warranties of the Company contained in the Underwriting Agreement are true and correct in all material respects on and as of the Delivery Date with the same effect as if made on the Delivery Date, except that if a representation or warranty is made as of a specific date, such representation or warranty is true and correct in all material respects as of such date, and the Company has complied in all material respects with all the agreements and satisfied in all material respects all the conditions on its part to be performed or satisfied under the Underwriting Agreement at or prior to the Delivery Date;

(ii) The Prospectus has been timely filed with the Commission in accordance with Section 5(a) of the Underwriting Agreement. No stop order suspending the effectiveness of the Registration Statement or any part thereof shall have been issued and no proceeding for that purpose shall have been initiated or threatened by the Commission. There has been no request of the Commission for inclusion of additional information in the Registration Statement or the Prospectus;

(iii) Subsequent to the execution and delivery of the Underwriting Agreement, (A) no downgrading has occurred in the corporate or issuer rating accorded the Company by any “nationally recognized statistical rating organization,” as that term is defined by the Commission for purposes of Rule 436(g)(2) of the Securities Act and (B) no such organization has publicly announced or notified the Company in writing that it has under surveillance or review, with possible negative implications, its corporate or issuer rating of the Company; and

(iv) Except as set forth in the Prospectus, since the date of the last audited financial statements included or incorporated by reference in the Prospectus, there has not been any event or development in respect of the business or condition (financial or other) of the Company and its subsidiaries, taken as a whole, that could reasonably be expected to have a Material Adverse Effect.

Capitalized terms used herein but not defined have the respective meanings assigned to such term in the Underwriting Agreement.

A-1

EXHIBIT B

Form of Dewey Ballantine LLP Opinion

The opinion of Dewey Ballantine LLP, counsel for the Company (capitalized terms not otherwise defined herein shall have the meanings provided in the Underwriting Agreement, to which this is an Exhibit), delivered pursuant to Section 7(f) of the Underwriting Agreement:

(i) The Registration Statement was declared effective under the Securities Act as of the date and time hereof. The Prospectus was filed with the Commission pursuant to the subparagraph of Rule 424(b) of the Securities Act on June 11, 2003, and no stop order suspending the effectiveness of the Registration Statement has been issued and, to our knowledge, no proceeding for that purpose is pending or threatened by the Commission.

(ii) The Registration Statement and the Prospectus (excluding any documents incorporated by reference therein) and any further amendments or supplements thereto made by the Company prior to the applicable Delivery Date (other than the financial statements and notes thereto and related schedules and other financial, statistical and accounting data or the contents of any exhibits contained therein or omitted therefrom, as to which we express no opinion), when they were filed with the Commission complied as to form in all material respects with the requirements of the Securities Act.

(iii) The Company is a corporation validly existing and in good standing under the laws of the State of Delaware.

(iv) The Company has the corporate power and authority to execute, deliver and perform its obligations under the Underwriting Agreement and to consummate the transactions contemplated thereby to be consummated on its part and the Company has the corporate power and authority to issue, sell and deliver the Shares. The Company has duly authorized the execution, delivery and performance of, and has duly executed and delivered, the Underwriting Agreement.

(v) The Shares have been duly and validly authorized and when issued against payment therefor in accordance with the terms of the Underwriting Agreement will be validly issued, fully paid and nonassessable.

(vi) The execution, delivery and performance by the Company of the Underwriting Agreement, including the consummation of the offer and sale of the Shares, do not and will not violate or constitute a breach of any of the terms or provisions of or a default under (or an event that with notice or the lapse of time, or both, would constitute a default), or result in the creation or imposition of a lien, charge or encumbrance on any property or assets of the Company pursuant to, (A) the charter or bylaws of the Company, (B) any law, statute, rule or regulation of the State of New York (other than Blue Sky laws and regulations), the General Corporation Law of the State of Delaware or any federal law, statute, rule or regulation of the United States of America (other than those

B-1

relating to the NASD), in each case pursuant to this clause (B) which, in our experience, is ordinarily applicable to transactions of the type contemplated by the Underwriting Agreement, or (C) any judgment, order or decree issued by any court or governmental agency or authority of the United States of America or the State of New York or issued by any court or governmental agency or authority of the State of Delaware pursuant to the General Corporation Law of the State of Delaware, in each case pursuant to this clause (C) specifically applicable to the Company or any subsidiary thereof or any of their respective assets or properties and known to us, except, in the case of each of clauses (B) and (C), for any such violations or breaches, or liens, charges or encumbrances, that could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

(vii) Assuming the accuracy of the representations, warranties and agreements of the Company contained in the Underwriting Agreement, to our knowledge no consent, approval, authorization or order of, or filing, registration, qualification, license or permit of or with, any court or governmental agency, body or administrative agency of the United States of America or the State of New York or any court or governmental body or administrative agency of the State of Delaware pursuant to General Corporation Law of the State of Delaware is required to be obtained or made by the Company for the execution, delivery and performance by the Company of the Underwriting Agreement, including the consummation of any of the transactions contemplated thereby, except (A) such as have been obtained or made, (B) such as may be required under state securities or Blue Sky laws or as may be required by the NASD and (C) such as could not, if not obtained or made, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. To our knowledge, no consents or waivers from any other person or entity are required for the execution, delivery and performance by the Company of the Underwriting Agreement or the consummation by the Company of any of the transactions contemplated thereby, other than (X) such consents and waivers as have been obtained and as are in full force and effect and (Y) such consents and waivers that, if not obtained, could not reasonably be expected to have a Material Adverse Effect.

(viii) The Company is not an “investment company” or a company “controlled” by an “investment company” within the meaning of the Investment Company Act of 1940, as amended.

(ix) The statements under the caption “Description of Common Stock” in the Prospectus, insofar as such statements constitute a summary of applicable law or of legal matters set forth in contracts, agreements or other legal documents, fairly present in all material respects such applicable law or such contracts, agreements or other legal documents.

(x) The statements set forth in the Prospectus under the caption “Material United States Federal Income Tax Consequences for Non-U.S. Holders,” insofar as they purport to constitute summaries of matters of United States federal income tax law and regulations or legal conclusions with respect thereto, constitute accurate summaries of the matters described therein in all material respects.

B-2

Except as set forth in paragraphs (ix) and (x) above, we have not undertaken to determine independently and, therefore, do not pass upon or assume any responsibility for, explicitly or implicitly, the accuracy, completeness or fairness of the statements contained in the Prospectus. In addition, we have not participated in the preparation of the documents incorporated by reference in the Prospectus. We have, however, participated in conferences with your representatives and with representatives of the Company, with the Company’s counsel and with the Company’s independent accountants in the course of the preparation of the Prospectus in which such statements were generally reviewed and discussed. Based upon and subject to the foregoing (and relying as to materiality as to factual matters upon information furnished and assessments made by officers and other representatives of the Company and its subsidiaries), nothing has come to our attention that has caused us to believe that the Registration Statement, as of the Effective Time, or the Prospectus, on the date thereof and on the date hereof, contained or contains an untrue statement of a material fact or omitted or omits to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading (except as to the financial statements and the notes thereto and the schedules and other financial and accounting data and exhibits included or incorporated by reference therein or omitted therefrom, as to all of which we express no view).

B-3

EXHIBIT C

Form of Opinion of General Counsel of Omnicare, Inc.

The opinion of Peter Laterza, General Counsel for the Company (capitalized terms not otherwise defined herein shall have the meanings provided in the Underwriting Agreement, to which this is an Exhibit), delivered pursuant to Section 7(g) of the Underwriting Agreement:

(i) The Company and each of its Significant Subsidiaries which are incorporated in the United States has been duly incorporated and is validly existing as a corporation in good standing under the laws of its respective jurisdiction of incorporation, has all requisite corporate power and authority to own, lease and operate its properties and to conduct its business in all material respects as it is currently being conducted and as described in the Prospectus, and is duly qualified and in good standing as a foreign corporation authorized to do business in each jurisdiction in which the ownership, leasing and operation of its property and the conduct of its business requires such qualification (except where the failure to be so qualified and in good standing could not reasonably be expected to have a Material Adverse Effect).

(ii) The entities listed on Schedule 2 hereto are the only Significant Subsidiaries, direct or indirect, of the Company. Except as otherwise set forth in the Prospectus, the Company owns, directly or indirectly through other subsidiaries, the percentage indicated on Schedule 2 of the outstanding capital stock or other securities evidencing equity ownership of such Significant Subsidiaries, free and clear of any security interest and, to the knowledge of such counsel, any claim, lien, limitation on voting rights or encumbrance. All of such securities have been duly authorized, validly issued, are fully paid and nonassessable and were not issued in violation of any preemptive or similar rights. To my knowledge after due inquiry, there are no outstanding subscriptions, rights, warrants, calls, commitments of sale or options to acquire, or instruments convertible into or exchangeable for, any such shares of capital stock or other equity interest of such subsidiaries owned by the Company.

(iii) The Company has all requisite corporate power and authority to execute, deliver and perform its obligations under the Underwriting Agreement and to consummate the transactions contemplated thereby, including, without limitation, the corporate power and authority to issue, sell and deliver the Shares as provided in the Underwriting Agreement.

(iv) Except as set forth in the Prospectus or as could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect or to interfere with or adversely affect the issuance of the Shares or the consummation of the transactions contemplated by the Underwriting Agreement, there is (A) no action, suit or proceeding before or by any court, arbitrator or governmental agency, body or official, domestic or foreign, now pending or, to the knowledge of such counsel, threatened or contemplated, to which the Company or any Significant Subsidiary is or may be a party or to which the business, assets or property of such person is or may be subject, (B) no statute, rule,

C-1

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.

(v) To my knowledge, neither the Company nor any Significant Subsidiary is (A) in violation of its charter, bylaws or other constitutive documents, (B) in default (or, with notice or lapse of time or both, would be in default) in the performance or observance of any obligation, agreement, covenant or condition contained in any Agreement or Instrument or (C) in violation of any law, statute, rule, regulation, judgment, order or decree of any domestic or foreign court with jurisdiction over any of them or any of their assets or properties or other governmental or regulatory authority, agency or other body, that, in the case of clauses (A), (B) and (C) individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect.

(vi) To my knowledge, the Company and each Significant Subsidiary has all Authorizations necessary to engage in the business conducted by it, except where failure to hold such Authorizations could not, individually or in the aggregate, be reasonably expected to have a Material Adverse Effect. I have no reason to believe that any governmental body or agency, domestic or foreign, is considering limiting, suspending or revoking any such Authorization, except where any such limitations, suspensions or revocations could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. To my knowledge, all such Authorizations are valid and in full force and effect and the Company and each Significant Subsidiary is in compliance in all material respects with the terms and conditions of all such Authorizations and with the rules and regulations of the regulatory authorities having jurisdiction with respect to such Authorizations, has fulfilled and performed all of its material obligations with respect to such Authorizations and no event has occurred which allows, or after notice or lapse of time would allow, revocation or termination thereof, except for any invalidity, failure to be in full force and effect or noncompliance with, or revocation or termination of, any Authorization that could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

(vii) The execution and delivery by the Company of the Underwriting Agreement, the issuance and sale of the Shares and the compliance by the Company with all of the provisions of the Underwriting Agreement will not violate or constitute a breach of any of the terms or provisions of, or a default under (or an event that with notice or the lapse of time, or both, would constitute a default), or require consent under, or result in the imposition of a lien or encumbrance on any properties of the Company or any of its Significant Subsidiaries which are incorporated in the United States, or an acceleration of indebtedness pursuant to, (A) the charter or bylaws of the Company or any of its Significant Subsidiaries which are incorporated in the United States, (B) any bond, debenture, note, indenture, mortgage, deed of trust or other agreement or instrument known to me to which the Company or any of its Significant Subsidiaries which are incorporated in the United States is a party or by which any of them or their property is or may be bound, (C) any U.S. federal or New York statute, rule or regulation reasonably

C-2

recognized by me as applicable to transactions of this kind, or (D) any judgment, order or decree known to me of any U.S. federal or New York court or governmental agency or authority having jurisdiction over the Company, any of its Significant Subsidiaries which are incorporated in the United States or their assets or properties, except for any such violations, breaches or defaults which would not reasonably be expected to have a Material Adverse Effect and except for such consents as may have been obtained by the Company or waived or such consents or filings as may be required or such as may be required under state or foreign securities or Blue Sky laws and regulations or such as may be required by the NASD.

(viii) No consents or waivers from any other person are required for the execution and delivery by the Company of the Underwriting Agreement, the issuance and sale of the Shares by the Company and the compliance by the Company with all of the provisions of the Underwriting Agreement, other than such consents and waivers as (A) would not reasonably be expected to have a Material Adverse Effect, (B) would not prohibit or adversely affect the issuance of the Shares, or (C) have been obtained or waived.

(ix) Each Incorporated Document (except for the financial statements and the notes thereto and the schedules and other financial, statistical and accounting data and exhibits included or incorporated by reference therein or omitted therefrom, as to all of which I express no opinion) appeared on its face to comply in all material respects as to form with the requirements of the Exchange Act and the rules and regulations of the Commission thereunder when filed with the Commission.

In addition, I have participated in conferences with other officers and other representatives of the Company, representatives of PricewaterhouseCoopers, the Underwriters and their counsel in connection with the preparation of the Registration Statement and the Prospectus at which conferences the contents of the Registration Statement and the Prospectus were discussed, reviewed and revised. Except as indicated above, I have not independently verified and am not passing upon, and do not assume responsibility for, the accuracy, completeness or fairness of the information contained in the Prospectus. Based upon the participation and discussions described above, however, no facts have come to my attention that cause me to believe that the Registration Statement, at the Effective Time, and the Prospectus, at the date thereof and on the applicable Delivery Date and the date hereof, contained or contains an untrue statement of material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading (it being understood that I have not been requested to and do not express any view as to the financial statements, notes and schedules or any other financial, statistical or accounting data included or incorporated by reference in or omitted from the Registration Statement and the Prospectus).

C-3

EX-1.1(C)

EXHIBIT 1.1(c)

OMNICARE, INC.

OMNICARE CAPITAL TRUST I

$300,000,000 Trust Preferred Income Equity Redeemable Securities^SM (“PIERS”^SM)¹

UNDERWRITING AGREEMENT

June 10, 2003

LEHMAN BROTHERS INC.

WACHOVIA SECURITIES, LLC,

As Representatives of the several Underwriters

c/o Lehman Brothers Inc.  

745 Seventh Avenue  

New York, New York 10019

Ladies and Gentlemen:

Omnicare Capital Trust I, a Delaware statutory trust (the “Trust”), proposes, subject to the terms and conditions stated herein, to issue and to sell to Lehman Brothers Inc., Wachovia Securities, LLC, the other underwriters named in Schedule 1 hereto and any additional underwriters pursuant to Section 10(a) herein (individually, each an “Underwriter” and collectively, the “Underwriters”), for whom you are acting as representatives (the “Representatives”), $300,000,000 aggregate liquidation amount of its Trust Preferred Income Equity Redeemable Securities (PIERS) (the “Firm Trust PIERS”). In addition, the Trust proposes to grant to the Underwriters an option (the “Option”) to purchase up to an additional $45,000,000 aggregate liquidation amount of Trust PIERS (the “Option Trust PIERS” and, together with the Firm Trust PIERS, the “Trust PIERS”).

Each Trust PIERS has a stated liquidation amount of $50 per security and will represent an undivided beneficial ownership interest in the assets of the Trust, which assets will consist solely of the 4.00% Junior Subordinated Convertible Debentures due 2033 (the “Debentures”) of Omnicare, Inc., a Delaware corporation (the “Company”), to be issued pursuant to the Second Supplemental Indenture (the “Supplemental Indenture”), to be entered into between the Company and SunTrust Bank, as indenture trustee (in such capacity, the “Indenture Trustee”), to the Indenture, (together with the Supplemental Indenture, the “Indenture”), to be entered into between the Company and the Indenture Trustee. The Trust PIERS are convertible into shares of common stock, par value $1.00 per share (“Common Stock”) of the Company at the conversion price set forth in the Indenture. The Trust will use the proceeds from the sale of the Trust PIERS to purchase the Debentures.

¹ “Preferred Income Equity Redeemable Securities(SM)” and “PIERS(SM)” are service marks owned by Lehman Brothers Inc.

The Trust was formed on February 7, 2003 pursuant to a trust agreement dated as of February 7, 2003 (the “Original Trust Agreement”) executed by the Company, as depositor, and Chase Manhattan Bank USA, National Association, as Delaware trustee (in such capacity, the “Delaware Trustee”), and a certificate of trust dated as of February 7, 2003 (the “Trust Certificate”) filed with the Secretary of State of the State of Delaware. The Trust will be governed by, and the Trust PIERS will be issued under, the Amended and Restated Trust Agreement (the “Amended and Restated Trust Agreement”), among the Company, JPMorgan Chase Bank, as property trustee (in such capacity, the “Property Trustee”), the Delaware Trustee and David W. Froesel, Jr. and Thomas Marsh, as the initial administrative trustees (in such capacities, the “Administrative Trustees”), which will amend and restate the Original Trust Agreement.

Certain payments on the Trust PIERS will be guaranteed (the “Guarantee”) by the Company pursuant to the Guarantee Agreement (the “Guarantee Agreement”) to be entered into between the Company and JPMorgan Chase Bank, as guarantee trustee (in such capacity, the “Guarantee Trustee”).

This Agreement, the Amended and Restated Trust Agreement, the Guarantee Agreement and the Indenture are referred to herein collectively as the “Transaction Agreements”. The Trust PIERS, the Debentures and the Guarantee are referred to herein collectively as the “Securities.”

This is to confirm the agreement among the Company, the Trust and the Underwriters concerning the offer, issuance and sale of the Trust PIERS.

1. Representations, Warranties and Agreements of the Company and the Trust. Each of the Company and the Trust jointly and severally represent and warrant to, and agree with, each Underwriter that:

(a) The Registration Statement on Form S-3 (File No. 333-103115), including a related prospectus, setting forth information with respect to the Company, the Trust and the Securities has (i) been prepared by the Company in conformity in all material respects with the requirements of the Securities Act, (ii) been filed with the Commission under the Securities Act and (iii) become effective under the Securities Act. Copies of such Registration Statement and all amendments and exhibits thereto have been made available by the Company to you. The Company has included in such registration statement, as amended at the Effective Time, all information (other than Rule 430A Information) required by the Securities Act and the rules thereunder to be included in such registration statement and the related prospectus. The Company will next file with the Commission the Prospectus in accordance with Rules 415 and 424(b). As filed, such Prospectus will contain all Rule 430A Information, together with all other such required information, and, except to the extent the Underwriters will agree in writing to a modification, will be in all substantial respects in the form furnished to you prior to the Execution Time, or, to the extent not completed at the Execution Time, shall contain only such additional information and other changes as the Company has advised you, prior to the Execution Time, will be included or made therein or such changes as are made after consulting with you or your counsel.

2

(b) The conditions for use of Form S-3, as set forth in the General Instructions thereto, have been satisfied or waived.

(c) The Registration Statement conforms, and the Prospectus and any further amendments or supplements to the Registration Statement or the Prospectus will, when they become effective or are filed with the Commission, as the case may be, conform in all material respects to the requirements of the Securities Act and the Trust Indenture Act. The Registration Statement and any amendment thereto did not, and will not, as of the applicable Effective Date, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. The Prospectus does not and will not, as of the date thereof and any applicable Delivery Date (as defined in Section 4(c)), contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, it being understood that the Company makes no representation or warranty as to information contained in or omitted from the Registration Statement or the Prospectus in reliance upon and in conformity with written information furnished to the Company by the Underwriters specifically for inclusion therein as provided in Section 8(e).

(d) The Incorporated Documents as amended or supplemented at the date hereof, when they were filed with the Commission, conformed in all material respects to the requirements of the Securities Act and the Exchange Act. None of the Incorporated Documents as amended or supplemented at the date hereof, when such documents were filed with the Commission, contained any untrue statement of a material fact or omitted to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. Any further documents so filed and incorporated by reference in the Prospectus, when such documents are filed with Commission will conform in all material respects to the requirements of the Exchange Act and will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading.

(e) The Company has an authorized capitalization as of March 31, 2003 as set forth under the heading “Capitalization” in the Prospectus. Attached as Schedule 2 hereto is a true and complete list of each “significant subsidiary,” as defined by Rule 1-02 of Regulation S-X under the Securities Act, of the Company, together with its jurisdiction of incorporation or formation and, if less than 100%, the percentage equity ownership by the Company (direct or indirect) (all such entities, the “Significant Subsidiaries”). All of the issued and outstanding shares of capital stock or other equity interests of each of the Significant Subsidiaries owned by the Company (directly or indirectly) are owned free and clear of any liens (other than those that could not reasonably be expected to have a material adverse affect on the business, condition (financial or other), results of operations, or properties of the Company and its subsidiaries, taken as a whole (a “Material Adverse Effect”)). Except as set forth or referred to in the Prospectus, there are no outstanding options, warrants or other rights to acquire or purchase, or instruments convertible into or exchangeable for, any shares of capital stock of the Company or any Significant Subsidiary.

3

(f) Since December 31, 2002, except as set forth or contemplated in the Prospectus, (i) neither the Company nor any of its Significant Subsidiaries has incurred any liabilities or obligations, direct or contingent, that could, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect and (ii) there has not been any event or development in respect of the business or condition (financial or other) of the Company and its subsidiaries taken as a whole that, individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect.

(g) Each of the Company and the Significant Subsidiaries (i) is a corporation, limited liability company, partnership or other entity duly organized and validly existing under the laws of the jurisdiction of its organization, (ii) has all requisite corporate or other power and authority, and has all governmental licenses, authorizations, consents and approvals, necessary to own its property and carry on its business as now being conducted, except if the failure to obtain any such license, authorization, consent or approval could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect and (iii) is qualified to do business and is in good standing in all jurisdictions in which the nature of the business conducted by it makes such qualification necessary and where failure to be so qualified and in good standing, individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect.

(h) The Trust has been duly created and is validly existing as a statutory trust in good standing under the Delaware Statutory Trust Act, 12 Del. C. § 3801 et seq., with the power and the authority (trust and other) to own property and conduct its business as described in the Prospectus, and has conducted and will conduct no business other than the transactions contemplated by the Prospectus.

(i) Each of the Administrative Trustees is either an officer or employee of the Company or one of its subsidiaries and has been duly authorized to execute and deliver the Amended and Restated Trust Agreement.

(j) Each of the Company and the Trust has all requisite corporate and trust power and authority, as applicable, to execute, issue and deliver the Transaction Agreements to which it is a party and the Securities and to consummate the transactions contemplated thereby to be consummated on its part.

(k) Neither the Company nor any Significant Subsidiary is (i) in violation of its charter, bylaws or other constitutive documents, (ii) in default (or, with notice or lapse of time or both, would be in default) in the performance or observance of any obligation, agreement, covenant or condition contained in any bond, debenture, note, indenture, mortgage, deed of trust, loan or credit agreement, lease, license, franchise agreement, authorization, permit, certificate or other agreement or instrument to which any of them is a party or by which any of them is bound or to which any of their assets or properties is subject (collectively, “Agreements and Instruments”) or (iii) in violation of any law, statute, rule, regulation, judgment, order or decree of any domestic or foreign court with jurisdiction over any of them or any of their assets or properties or other governmental or regulatory authority, agency or other body, which, in the case of clauses (ii) and (iii), individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect.

4

(l) The Trust is not a party to or bound by any agreement or instrument other than the Registration Statement and the Transaction Agreements to which it is a party and the agreements and instruments contemplated by the Amended and Restated Trust Agreement and described in the Prospectus. The Trust has no liabilities or obligations other than those arising out of the transactions contemplated by the Transaction Agreements to which it is a party and described in the Prospectus. It is not a party to or subject to any action, suit or proceeding of any nature.

(m) None of the issuance, offer and sale of the Securities, the execution, delivery and performance of the Transaction Agreements by the Company and the Trust, as applicable, or the consummation by the Company and the Trust of the transactions contemplated by the Transaction Agreements, as applicable, violate or will violate, conflict with or constitute a breach of any of the terms or provisions of or a default under (or an event that with notice or the lapse of time, or both, would constitute a default), or require consent under, or result in the creation or imposition of a lien, charge or encumbrance on any property or assets of the Company or any Significant Subsidiary pursuant to, (i) the charter, bylaws or other constitutive documents of the Company or any Significant Subsidiary, (ii) any law, statute, rule or regulation applicable to the Company or any Subsidiary or their respective assets or properties or (iii) any judgment, order or decree of any domestic or foreign court or governmental agency or authority having jurisdiction over the Company or any Significant Subsidiary or their respective assets or properties, which, in the case of clauses (ii), and (iii), individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect.

(n) Each Transaction Agreement other than this Agreement to which the Company and the Trust is a party has been duly authorized by the Company or the Trust, as applicable, and each Transaction Agreement other than this Agreement has been or will be duly executed and delivered by the Company and the Trust, and constitutes or will constitute a valid and binding agreement of the Company and the Trust, as applicable, enforceable against the Company and the Trust, as applicable, in accordance with its terms, except as enforcement thereof may be limited by bankruptcy, insolvency, reorganization, fraudulent conveyance, moratorium or similar laws affecting the enforcement of creditors’ rights generally and by general principles of equity and the discretion of the court before which any proceedings therefor may be brought (such exceptions, collectively, the “Standard Qualifications”). Each of the Transaction Agreements conforms or will conform, as the case may be, when executed and delivered, in all material respects to the description thereof contained in the Prospectus. As of the First Delivery Date the Indenture, the Amended and Restated Trust Agreement and the Guarantee Agreement shall have been qualified under the Trust Indenture Act. The Indenture, the Amended and Restated Trust Agreement and the Guarantee Agreement conform or will conform, as the case may be, when executed and delivered, in all material respects to the requirements of the Trust Indenture Act.

(o) This Agreement has been duly authorized, executed and delivered by the Company and the Trust.

(p) The Trust PIERS have been duly authorized for issuance and sale by the Trust and, when duly issued, executed, authenticated and delivered pursuant to the relevant provisions of the Amended and Restated Trust Agreement against payment of the consideration therefor in accordance with this Agreement, the Trust PIERS will be duly and validly issued, fully paid and nonassessable beneficial interests in the Trust.

5

(q) The Debentures have been duly authorized for issuance and sale by the Company and, when duly issued, authenticated and delivered pursuant to the provisions of the Indenture against payment of the consideration therefor in accordance with this Agreement, the Debentures will be valid and binding obligations of the Company, enforceable against the Company and entitled to the benefits of the Indenture, except for the Standard Qualifications.

(r) The shares of Common Stock initially issuable upon conversion of the Trust PIERS have been duly and validly authorized and, when issued upon conversion against payment of the conversion price and in accordance with the terms of this Agreement and the Amended and Restated Trust Agreement, will be validly issued, fully paid and nonassessable. The board of directors of the Company or a committee thereof has duly and validly adopted resolutions reserving such shares of Common Stock for issuance upon conversion.

(s) The Guarantee has been duly authorized for issuance by the Company and, when the Guarantee Agreement has been duly executed and delivered by the Company and the Guarantee Trustee and the Trust PIERS are duly issued, authenticated and delivered in accordance with this Agreement and the Amended and Restated Trust Agreement, will be the valid and binding obligation of the Company, enforceable against the Company and entitled to the benefits of the Guarantee Agreement, except for the Standard Qualifications.

(t) No consent, approval, authorization or order of, or filing, registration, qualification, license or permit of or with, any court or governmental agency, body or administrative agency, domestic or foreign, is required to be obtained or made by the Company or the Trust for the execution, delivery and performance by the Company and the Trust of the Transaction Agreements to which they are party including the consummation of any of the transactions contemplated thereby, except such as have been or will be obtained, made, or waived on or prior to the First Delivery Date, those under Blue Sky laws and regulations, those required by the National Association of Securities Dealers, Inc. (the “NASD”) or those that if not obtained, made, or waived could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. No consents or waivers from any other person or entity are required for the execution, delivery and performance of this Agreement or any of the other Transaction Agreements or the consummation of any of the transactions contemplated thereby, other than such consents and waivers as have been obtained or will be obtained on or prior to the First Delivery Date and will be in full force and effect or except as could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

(u) Except as set forth in the Prospectus, there is no action, suit or proceeding before or by any court, arbitrator or governmental agency, body or official, domestic or foreign, now pending or, to the knowledge of the Company, threatened or contemplated, to which the Company or any Significant Subsidiary is or may be a party or to which the business, assets or property of such person is or may be subject, that if determined adversely to the Company or any Significant Subsidiary, could, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect or to materially and adversely affect the ability of the Company or the Trust to perform its respective obligations under the Transaction Agreements. Except as set forth in the Prospectus, there is (i) no statute, rule, regulation or order that has been enacted, adopted or issued or, to the knowledge of the Company, that has been proposed by any governmental body or agency, domestic or foreign or (ii) no injunction, restraining order or order

6

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 that in the case of clauses (i) and (ii) could, individually or in the aggregate, reasonably be expected, to have a Material Adverse Effect or to materially and adversely affect the ability of the Company or the Trust to perform its respective obligations under the Transaction Agreements. Any request of any securities authority or agency of any jurisdiction for additional information with respect to any of the Securities that has been received by the Company or its counsel prior to the date hereof has been, or will prior to the First Delivery Date be, complied with in all material respects.

(v) The Company and each Significant Subsidiary has (i) all licenses, certificates, permits, authorizations, approvals, franchises and other rights from, and has made all declarations and filings with, all applicable authorities, all self-regulatory authorities and all courts and other tribunals (each, an “Authorization”) necessary to engage in the business conducted by it in the manner described in the Prospectus, except where failure to have obtained such Authorizations or made such declarations and filings could not, individually or in the aggregate, be reasonably expected to have a Material Adverse Effect and (ii) no reason to believe that any governmental body or agency, domestic or foreign, is considering limiting, suspending or revoking any such Authorization, except where any such limitations, suspensions or revocations could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. All such Authorizations are valid and in full force and effect and the Company and each Significant Subsidiary is in compliance in all material respects with the terms and conditions of all such Authorizations and with the rules and regulations of the regulatory authorities having jurisdiction with respect to such Authorizations, except for any invalidity, failure to be in full force and effect or noncompliance with any Authorization that could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

(w) Neither the Company nor the Trust is, nor after the offering and sale of the Trust PIERS will be, an “investment company” or a company “controlled” by an “investment company” incorporated in the United States within the meaning of the Investment Company Act of 1940, as amended, and the rules and regulations of the Commission thereunder (collectively, the “Investment Company Act”).

(x) The Company and each of its Significant Subsidiaries maintains a system of internal accounting controls sufficient to provide reasonable assurance that: (i) transactions are executed in accordance with management’s general or specific authorizations; (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with generally accepted accounting principles and to maintain accountability for assets; (iii) access to assets is permitted only in accordance with management’s general or specific authorization and (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect thereto.

(y) The Company on a consolidated basis maintains insurance covering its properties, personnel and business. Such insurance insures against such losses and risks as are adequate in accordance with the Company’s perception of customary industry practice to protect the Company and its Significant Subsidiaries and their businesses.

7

(z) PricewaterhouseCoopers LLP is an independent accountant within the meaning of the Securities Act. The historical financial statements and the notes thereto included in the Prospectus present fairly in all material respects the consolidated financial position and results of operations of the Company at the respective dates and for the respective periods indicated. Such financial statements have been prepared in accordance with generally accepted accounting principles applied on a consistent basis throughout the periods presented (except as disclosed in the Prospectus). The other financial information included in the Prospectus is accurately presented in all material respects and, except as disclosed in the Prospectus, prepared on a basis consistent with the financial statements and the books and records of the Company. There are no financial statements (historical or pro forma) that are required to be included or incorporated by reference in the Prospectus that are not so included or incorporated by reference as required.

(aa) The Company, including its subsidiaries, has the requisite provider number or other authorization to bill the Medicare program (to the extent such entity participates in the Medicare program) and the respective Medicaid program in the state or states in which it operates, except where the failure to have such provider number or other authorization could not be reasonably expected to have a Material Adverse Effect.

(bb) Neither the Company, nor to its knowledge, any of its affiliates (as defined in Regulation D of the Securities Act, an “Affiliate”), has taken, directly or indirectly, any action designed to cause or result in, or which has constituted or which might reasonably be expected to constitute, the stabilization or manipulation of the price of the Securities to facilitate the sale or resale of such Securities.

(cc) The statistical and market-related data included in the Prospectus are based on or derived from sources that the Company believes to be reliable and accurate in all material respects.

Each certificate signed by any officer of the Company or the Trust and delivered to the Underwriters or counsel for the Underwriters shall be deemed to be a representation and warranty by the Company or the Trust, as applicable, to the Underwriters as to the matters covered thereby.

2. Purchase of the Trust PIERS by the Underwriters. On the basis of the representations and warranties contained in, and subject to the terms and conditions of, this Agreement, the Trust agrees to sell to the Underwriters, and each of the Underwriters, severally and not jointly, agrees to purchase from the Trust the aggregate liquidation amount of Firm Trust PIERS set forth opposite that Underwriter’s name in Schedule 1 hereto. The price of the Firm Trust PIERS shall be $48.75 per Firm Trust PIERS. The Trust shall not be obligated to deliver any of the Trust PIERS to be delivered on the Delivery Date except upon payment for all the Trust PIERS to be purchased on the Delivery Date as provided herein.

3. Offering of Trust PIERS by the Underwriters. The several Underwriters propose to offer the Trust PIERS for sale upon the terms and conditions set forth in the Prospectus.

8

4. Delivery of and Payment for the Trust PIERS.

(a) Delivery of and payment for the Firm Trust PIERS shall be made at the office of Dewey Ballantine LLP, 1301 Avenue of the Americas, New York, New York 10019, at 9:00 a.m. (New York City time) on June 13, 2003, or at such other date or place as shall be determined by agreement between the Underwriters and the Company (such date and time of delivery and payment for the Firm Trust PIERS, the “First Delivery Date”). On the First Delivery Date, the Company shall deliver or cause to be delivered certificates representing the Trust PIERS to the Underwriters for the account of each Underwriter against payment to or upon the order of the Company of the purchase price by wire transfer in immediately available funds. Time shall be of the essence, and delivery at the time and place specified pursuant to this Agreement is a further condition of the obligation of each Underwriter hereunder. Upon delivery, the Trust PIERS shall be registered in such names and in such denominations as the Representatives shall request in writing not less than two full Business Days prior to the First Delivery Date.

(b) The Company and the Trust hereby grant the Option to the Underwriters to purchase the Option Trust PIERS at the same purchase price as the Underwriters shall pay for the Firm Trust PIERS. The Option may be exercised in whole or in part from time to time at any time not more than 13 days subsequent to the date of this Agreement upon notice in writing delivered by facsimile by Lehman Brothers Inc. (“Lehman Brothers”), on behalf of itself and the other Underwriters to the Company setting forth the aggregate liquidation amount of Option Trust PIERS as to which the Underwriters are exercising the Option.

(c) The date for the delivery of and payment for the Option Trust PIERS (the “Option Delivery Date”), which may be the First Delivery Date (the First Delivery Date and the Option Delivery Date, if any, being sometimes referred to as a “Delivery Date”), but which must be within 13 days of the First Delivery Date, counting the First Delivery Date as the first such day, shall be determined by the Underwriters but shall not be later than five full Business Days after written notice of election to purchase Option Trust PIERS is given. On the Option Delivery Date, the Company shall deliver or cause to be delivered certificates representing the Trust PIERS to the Underwriters for the account of each Underwriter against payment to or upon the order of the Company of the purchase price by wire transfer in immediately available funds. Upon delivery, the Trust PIERS shall be registered in the name specified in paragraph (d) below and in such denominations as the Representatives shall request in writing not less than two full Business Days prior to the Option Delivery Date. If the Option Delivery Date shall be different from the First Delivery Date, the obligation of the Underwriters to purchase the Option Trust PIERS shall be conditioned upon receipt of supplemental opinion, certificates and letters confirming as of such date the opinions, certificates and letters delivered on the First Closing Date pursuant to Section 7 hereof.

(d) The Company will deliver, against payment of the purchase price, the Trust PIERS in the form of one or more permanent global certificates (the “Global Trust PIERS”), registered in the name of Cede & Co., as nominee for The Depository Trust Company (“DTC”). The Global Trust PIERS will be made available, at the request of the Underwriters, for checking at least 24 hours prior to the Delivery Date.

9

5. Further Agreements of the Company and the Trust. The Company and the Trust further agree:

(a) (i) To prepare the Prospectus in a form approved by Lehman Brothers, which approval shall not be unreasonably withheld or delayed, and to file such Prospectus pursuant to Rule 424(b) under the Securities Act not later than Commission’s close of business on the second Business Day following the execution and delivery of this Agreement or, if applicable, such earlier time as may be required by Rule 430A(a)(3) under the Securities Act; (ii) to make no further amendment or any supplement to the Registration Statement or to the Prospectus prior to any Delivery Date except as permitted herein; (iii) to advise the Underwriters, promptly after it receives notice thereof, of the time when any amendment to the Registration Statement has been filed or becomes effective or any supplement to the Prospectus or any amended Prospectus has been filed and to furnish the Underwriters with copies thereof; (iv) to file promptly all reports and any definitive proxy or information statements required to be filed by the Company with the Commission pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act subsequent to the date of the Prospectus and for so long as the delivery of a prospectus is required in connection with the offering or sale of the Trust PIERS; (v) to advise the Underwriters, promptly after it receives notice thereof, of the issuance by the Commission of any stop order or of any order preventing or suspending the use of any Preliminary Prospectus or the Prospectus, of the suspension of the qualification of the Trust PIERS for offering or sale in any jurisdiction, of the initiation or threatening of any proceeding for any such purpose, or of any request by the Commission for the amending or supplementing of the Registration Statement or the Prospectus or for additional information; and (vi) in the event of the issuance of any stop order or of any order preventing or suspending the use of any Preliminary Prospectus or the Prospectus or suspending any such qualification, to use promptly its reasonable best efforts to obtain its withdrawal;

(b) To furnish promptly to the Underwriters and to counsel for the Underwriters if requested a signed or facsimile signed copy of the Registration Statement as originally filed with the Commission, and each amendment thereto filed with the Commission, including all consents and exhibits filed therewith;

(c) To deliver promptly to the Underwriters such number of the following documents as the Underwriters shall reasonably request: (i) conformed copies of the Registration Statement as originally filed with the Commission and each amendment thereto (in each case excluding exhibits) and (ii) each Preliminary Prospectus, the Prospectus and any amended or supplemented Prospectus, and, if the delivery of a prospectus is required at any time after the Execution Time in connection with the offering or sale of the Trust PIERS and if at such time any events shall have occurred as a result of which the Prospectus as then amended or supplemented would include an untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading when such Prospectus is delivered, or, if for any other reason it shall be necessary to amend or supplement the Prospectus in order to comply with the Securities Act, to notify the Underwriters and, upon their request, to prepare and furnish without charge to the Underwriters and to any dealer in securities as many copies of an amended or supplemented Prospectus which will correct such statement or omission or effect such compliance as the Underwriters may from time to time reasonably request;

10

(d) During the time that delivery of a prospectus is required for the initial offering and sale of Trust PIERS to file promptly with the Commission any amendment to the Registration Statement or the Prospectus or any supplement to the Prospectus that may, in the reasonable judgment of the Company or Lehman Brothers, be required by the Securities Act or that is requested by the Commission;

(e) For so long as the delivery of a prospectus is required in connection with the initial offering or sale of the Trust PIERS, prior to filing with the Commission any amendment to the Registration Statement or supplement to the Prospectus or any Prospectus and any document incorporated by reference in the Prospectus pursuant to Rule 424 of the Securities Act, to furnish a copy thereof to the Underwriters and counsel for the Underwriters and obtain the consent of Lehman Brothers, which consent shall not unreasonably be withheld;

(f) As soon as practicable after the Effective Date, to make generally available to the Company’s security holders and to deliver to the Underwriters an earnings statement of the Company and its consolidated subsidiaries (which need not be audited) complying with Section 11(a) of the Securities Act (including, at the option of the Company, Rule 158 of the Securities Act);

(g) Promptly from time to time, to take such action as Lehman Brothers may reasonably request to qualify the Trust PIERS for offering and sale under the securities laws of such jurisdictions in the United States and Canada as Lehman Brothers may reasonably request and in such other jurisdictions as the Company and Lehman Brothers may mutually agree, and to comply with such laws so as to permit the continuance of sales and dealings therein in such jurisdictions for as long as may be necessary to complete the distribution of the Securities; provided that, in connection therewith, the Company shall not be required to qualify as a foreign corporation or to file a general consent to service of process in any jurisdiction; or subject itself to taxation in excess of a nominal dollar amount in any such jurisdiction where it is not then so subject.

(h) Not to take, directly or indirectly, any action which is designed to stabilize or manipulate, or which constitutes or which might reasonably be expected to cause or result in stabilization or manipulation, of the price of any security of the Company in connection with the initial offering of the Trust PIERS (except after consultation with the Underwriters and as may be permitted by under federal securities laws);

(i) To use its commercially reasonable efforts to cause the Trust PIERS to be accepted for clearance and settlement through the facilities of DTC;

(j) To use its commercially reasonable efforts to cause the Trust PIERS and the Common Stock initially issuable upon conversion of the Trust PIERS to be listed on the New York Stock Exchange (the “NYSE”) by the First Delivery Date;

(k) To execute and deliver each of the Transaction Agreements (other than this Agreement) in form and substance reasonably satisfactory to Lehman Brothers;

(l) To apply the net proceeds from the issuance of the Trust PIERS as set forth under “Use of Proceeds” in the Prospectus; and

11

(m) For a period of 90 days after the date of the Prospectus not to (i) offer, pledge, announce the intention to sell, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase or otherwise transfer or dispose of, directly or indirectly, any of the Trust PIERS, Debentures, Common Stock or any securities convertible into or exercisable or exchangeable for any of the Trust PIERS, Debentures, Common Stock; or (ii) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of any of the Trust PIERS, Debentures, Common Stock or such other securities, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of any of the Trust PIERS, Debentures, Common Stock or such other securities, in cash or otherwise, without the prior written consent of Lehman Brothers, which shall not be unreasonably withheld or delayed, except that the foregoing restrictions do not apply to (A) the issuance by the Company of shares of Common Stock or options or rights to acquire shares of Common Stock pursuant to employee benefit plans existing on the date hereof, including, without limitation, stock option and restricted stock plans existing on, or upon the conversion or exchange of convertible or exchangeable securities outstanding as of, the date hereof, (B) the issuance of the Securities to be sold hereunder, (C) the issuance or transfer of Common Stock pursuant to existing reservations, agreements and stock incentive plans; (D) shares of Common Stock issued in connection with acquisitions of unaffiliated entities or assets or businesses from unaffiliated entities and (E) the issuance of Common Stock upon conversion of the Debentures or the Company’s 5% Convertible Subordinated Debentures due 2007.

6. Expenses. Whether or not the transactions contemplated by this Agreement are consummated or this Agreement becomes effective or is terminated, the Company agrees to pay:

(a) the costs incident to the preparation, printing and filing under the Securities Act of the Registration Statement and any amendments and exhibits thereto, any Preliminary Prospectus and any Prospectus or any amendment or supplement thereto;

(b) the costs of distributing the Registration Statement as originally filed and each amendment thereto and any post-effective amendments thereof (including, in each case, exhibits), any Preliminary Prospectus, the Prospectus and any amendment or supplement to the Prospectus, in each case, as provided in this Agreement;

(c) the costs of distributing the terms of any agreement relating to the organization of the underwriting syndicate and selling group to the members thereof, by mail, telex or other reasonable means of communication;

(d) the costs, if any, of producing and distributing the Transaction Agreements;

(e) the qualification or registration of the Trust PIERS for offer and sale under the securities laws of the several states of the United States or provinces of Canada (including, without limitation, the cost of printing and mailing preliminary and final “Blue Sky” or legal investment memoranda and reasonable fees and disbursements of counsel (including local counsel) to the Underwriters relating thereto);

12

(f) the expenses of the Company in connection with the marketing and offering of the Trust PIERS, including, if applicable, all reasonable costs and expenses of the Company incident to the preparation of “road show” presentation or comparable marketing materials and the road show traveling expenses of the Company in connection with the offering of the Trust PIERS, provided, however, that the Company and the Underwriters shall share equally all costs related to the chartering of any aircraft for use in connection with any such road show;

(g) all fees and expenses incurred in connection with any rating of the Trust PIERS;

(h) all expenses and fees in connection with the application for listing of the Trust PIERS and the Common Stock initially issuable upon conversion of the Trust PIERS on the NYSE, subject to official notice of issuance;

(i) the fees and expenses of the Company’s and the Trust’s counsel and independent accountants and the fees and expenses (including fees and disbursements of counsel) of the Property Trustee, the Guarantee Trustee, the Administrative Trustees and the Indenture Trustee;

(j) all fees and expenses in connection with the approval of the Trust PIERS by DTC for “book-entry” transfer;

(k) the costs and charges of any registrar, transfer agent, paying agent and exchange agent under the Transaction Agreements; and

(l) all other costs and expenses incident to the performance of the obligations of the Company and the Trust under this Agreement.

Except as provided in this Section 6 and Section 12 herein, the Underwriters shall pay their own costs and expenses, including the costs and expenses of their counsel and any transfer taxes on the Trust PIERS which they may sell.

7. Conditions of the Underwriters’ Obligations. The several obligations of the Underwriters hereunder are subject to the satisfaction of each of the following conditions and agreements:

(a) All of the representations and warranties of the Company and the Trust contained in this Agreement shall be true and correct, or true and correct in all material respects where such representations and warranties are not qualified by materiality or Material Adverse Effect, on the date of this Agreement and, in each case after giving effect to the transactions contemplated hereby, on the Delivery Date, except that if a representation and warranty is made as of a specific date, and such date is expressly referred to therein, such representation and warranty shall be true and correct (or true and correct in all material respects, as applicable) as of such date. The Company and the Trust shall have performed or complied in all material respects with all of the agreements and covenants contained in this Agreement and required to be performed or complied with by them at or prior to the Delivery Date.

13

(b) The Prospectus shall have been timely filed with the Commission in accordance with Section 5(a) of this Agreement; no stop order suspending the effectiveness of the Registration Statement or any part thereof shall have been issued and no proceeding for that purpose shall have been initiated or threatened by the Commission; and any request of the Commission for inclusion of additional information in the Registration Statement or the Prospectus or otherwise shall have been complied with in all material respects.

(c) All corporate proceedings and other legal matters incident to the authorization, form and validity of the Registration Statement, the Preliminary Prospectus, the Prospectus, the Transaction Agreements and the Securities, and all other legal matters relating to the offering, issuance and sale of the Securities and the transactions contemplated hereby and thereby shall be reasonably satisfactory in all material respects to counsel to the Underwriters.

(d) No action shall have been taken and no statute, rule, regulation or order shall have been enacted, adopted or issued by any governmental agency that would, as of the Delivery Date, prevent the issuance of the Trust PIERS or consummation of the transactions contemplated herein. Except as disclosed in the Prospectus, no action, suit or proceeding shall have been commenced and be pending against or affecting or, to the knowledge of the Company and the Trust, threatened against any of the Company or the Trust before any court or arbitrator or any governmental body, agency or official that, if adversely determined, could reasonably be expected to have a Material Adverse Effect; and no stop order preventing the use of the Preliminary Prospectus or the Prospectus, or any amendment or supplement thereto.

(e) The Underwriters shall have received certificates substantially in the form of Exhibit A, dated the Delivery Date, signed by each of the Chief Executive Officer and the Chief Financial Officer of the Company.

(f) The Underwriters shall have received on the Delivery Date an opinion of Dewey Ballantine LLP, counsel to the Company, dated the Delivery Date and addressed to the Underwriters, substantially in the form of Exhibit B hereto and in form and substance reasonably satisfactory to the Underwriters and counsel to the Underwriters.

(g) The Underwriters shall have received on the Delivery Date an opinion of Richards Layton & Finger, P.A., counsel to the Trust, dated the Delivery Date and addressed to the Underwriters, substantially in the form of Exhibit C hereto and in form and substance reasonably satisfactory to the Underwriters and counsel to the Underwriters.

(h) The Underwriters shall have received on the Delivery Date an opinion of Peter Laterza, Esq., General Counsel of the Company, dated the Delivery Date and addressed to the Underwriters, substantially in the form of Exhibit D hereto and in form and substance reasonably satisfactory to the Underwriters and counsel to the Underwriters.

(i) The Underwriters shall have received on the Delivery Date an opinion of Cleary, Gottlieb, Steen & Hamilton, counsel to the Underwriters, dated the Delivery Date and in form and substance satisfactory to the Underwriters.

(j) The Underwriters shall have received on the Delivery Date an opinion of Bryan Cave LLP, counsel to JPMorgan Chase Bank, as Property Trustee and Guarantee Trustee, dated

14

the Delivery Date and addressed to the Underwriters, substantially in the form of Exhibit E hereto and in form and substance reasonably satisfactory to the Underwriters and counsel to the Underwriters.

(k) The Underwriters shall have received on the Delivery Date an opinion of Stites & Harbison, counsel to SunTrust Bank, as Indenture Trustee, dated the Delivery Date and addressed to the Underwriters, substantially in the form of Exhibit F hereto and in form and substance reasonably satisfactory to the Underwriters and counsel to the Underwriters.

(l) The Underwriters shall have received on the Delivery Date an opinion of David J. Clark, Vice President and Assistant General Counsel of Chase Manhattan Bank, National Association, as Delaware Trustee, dated the Delivery Date and addressed to the Underwriters, substantially in the form of Exhibit G hereto and in form and substance reasonably satisfactory to the Underwriters and counsel to the Underwriters.

(m) The Underwriters shall have received a “comfort letter” from PricewaterhouseCoopers LLP, independent public accountants for the Company, dated the date of this Agreement, addressed to the Underwriters and in form and substance reasonably satisfactory to the Underwriters and counsel to the Underwriters. In addition, the Underwriters shall have received a “bring-down comfort letter” from PricewaterhouseCoopers LLP, dated as of the Delivery Date, addressed to the Underwriters and in form and substance reasonably satisfactory to the Underwriters and counsel to the Underwriters.

(n) The Underwriters shall have received a “comfort letter” from Ernst & Young LLP, independent public accountants for NCS HealthCare, Inc., dated the date of this Agreement, addressed to the Underwriters and in form and substance reasonably satisfactory to the Underwriters and counsel to the Underwriters. In addition, the Underwriters shall have received a “bring-down comfort letter” from Ernst & Young LLP, dated as of the Delivery Date, addressed to the Underwriters and in form and substance reasonably satisfactory to the Underwriters and counsel to the Underwriters.

(o) The Company, the Trust, the Delaware Trustee, the Property Trustee and the Administrative Trustees shall have executed and delivered the Amended and Restated Trust Agreement and the Underwriters shall have received copies, conformed as executed, thereof.

(p) The Company and the Indenture Trustee shall have executed and delivered the Indenture and the Underwriters shall have received copies, conformed as executed, thereof.

(q) The Company, the Trust and the Guarantee Trustee shall have executed and delivered the Guarantee Agreement and the Underwriters shall have received copies, conformed as executed, thereof.

(r) All government authorizations required to be obtained by the Company and the Trust, if any, in connection with the issue and sale of the Securities as contemplated under the Transaction Agreements and the performance of the Company and the Trust’ obligations under the Transaction Agreements and the Securities shall be in full force and effect.

15

(s) The Underwriters shall have been furnished with wiring instructions for the application of the proceeds of the Trust PIERS in accordance with this Agreement and such other information as it may reasonably request.

(t) Cleary, Gottlieb, Steen & Hamilton, counsel to the Underwriters, shall have been furnished with such documents as they may reasonably request to enable them to review or pass upon the matters referred to in this Section 7 and in order to evidence the accuracy, completeness or satisfaction in all material respects of any of the representations, warranties or conditions contained in this Agreement.

(u) The Trust PIERS and the shares of Common Stock initially issuable upon conversion of the Trust PIERS shall be eligible for trading on the NYSE, in each case subject to official notice of issuance.

(v) All agreements set forth in the representation letter of the Company and the Trust to DTC relating to the approval of the Trust PIERS by DTC for “book-entry” transfer shall have been complied with in all material respects.

(w) Since the Execution Time, there shall not have been any change, or any development involving a prospective change, in or affecting the general affairs, management, financial position, stockholders’ equity or results of operations of the Company on a consolidated basis, otherwise than as set forth or contemplated in the Prospectus, the effect of which is, in the reasonable judgment of Lehman Brothers, so material and adverse as to make it impracticable or inadvisable to proceed with the offering or the delivery of the Trust PIERS being delivered on such Delivery Date on the terms and in the manner contemplated in the Prospectus.

(x) Subsequent to the execution and delivery of this Agreement (i) no downgrading shall have occurred in the corporate or issuer rating accorded the Company by any “nationally recognized statistical rating organization”, as that term is defined by the Commission for purposes of Rule 436(g)(2) of the Securities Act and (ii) no such organization shall have publicly announced or notified the Company in writing that it has under surveillance or review, with possible negative implications, its corporate or issuer rating of the Company.

(y) Subsequent to the execution and delivery of this Agreement there shall not have occurred any of the following: (i) trading in securities generally on the New York Stock Exchange or the Nasdaq National Market or trading in any securities of the Company on any exchange, shall have been suspended, the settlement of such trading generally shall have been materially disrupted or minimum prices shall have been established on any such exchange or market by the Commission, by such exchange or by any other regulatory body or governmental authority having jurisdiction, (ii) a banking moratorium shall have been declared by Federal or state authorities, (iii) the United States shall have become engaged in hostilities, there shall have been an escalation in hostilities involving the United States, or there shall have been a presidential declaration of a national emergency or a declaration of war by the United States, or (iv) there shall have occurred a material adverse change in general domestic or international economic, political or financial conditions, including, without limitation, as a result of terrorist activities, or the effect of international conditions on the financial markets in the United States shall be such, as to make it in the reasonable judgment of Lehman Brothers, impracticable or

16

inadvisable to proceed with the public offering or delivery of the Trust PIERS being delivered on such Delivery Date on the terms and in the manner contemplated in the Prospectus.

(z) By the date of execution and delivery of this Agreement, the Company shall have furnished to the Representatives a letter substantially in the form of Exhibit H hereto from each of the executive officers and directors of the Company identified in Exhibit I hereto addressed to the Representatives.

The documents required to be delivered by this Section 7 will be delivered at the office of counsel for the Company (or at such other location agreed to between the Company and the Underwriters) on the Delivery Date.

8. Conditions of the Obligations of the Company and the Trust. The obligations of the Company and the Trust hereunder shall be subject to the consummation of the Company’s proposed public offerings of 6.125% Senior Subordinated Notes due 2013 aggregating at least $250 million of gross proceeds (the “Notes Offering”), and Common Stock aggregating at least $150 million of gross proceeds (the “Common Stock Offering’) and the completion of the Company’s proposed new credit facility comprised of a $250 million term loan and a $500 million revolving loan, in all cases as described in the Prospectus. If such condition shall not have been fulfilled, this Agreement may be terminated by the Company upon notice thereof to Lehman Brothers. Any such termination shall be without liability of any party to any other party except as otherwise provided in Sections 6, 9 and 12 hereof, provided, however that if either the Notes Offering or the Common Stock Offering shall have been terminated by reason of default of one or more underwriters of such offering, the Company shall not be obligated to reimburse the expenses of any defaulting underwriter, and provided, further, that the Company shall have no liability under Section 12 hereto in the event that either the underwriting agreement in connection with the Notes Offering or the underwriting agreement in connection with the Common Stock Offering shall have been terminated as a result of any failure to meet condition 7(t) or 7(q), respectively, of such agreement.

9. Indemnification and Contribution.

(a) The Company shall indemnify and hold harmless each Underwriter, its directors, officers and employees and each person, if any, who controls any Underwriter within the meaning of the Securities Act, from and against any loss, claim, damage or liability, joint or several, or any action in respect thereof (including, but not limited to, any loss, claim, damage, liability or action relating to purchases and sales of the Trust PIERS), to which that Underwriter, director, officer, employee or controlling person may become subject, under the Securities Act or otherwise insofar as such loss, claim, damage, liability or action arises out of, or is based upon, (i) any untrue statement or alleged untrue statement of a material fact contained in any Preliminary Prospectus, the Registration Statement, the Prospectus or in any amendment or supplement thereto or (ii) the omission or alleged omission to state in any Preliminary Prospectus, the Registration Statement, the Prospectus or in any amendment or supplement thereto, any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. The Company shall reimburse each Underwriter and each such director, officer, employee or controlling person promptly upon demand for any legal or other expenses reasonably incurred by

17

that Underwriter, director, officer, employee or controlling person in connection with investigating or defending or preparing to defend against any such loss, claim, damage, liability or action as such expenses are incurred; provided, however, that the Company shall not be liable in any such case to the extent that any such loss, claim, damage, liability or action arises out of, or is based upon, any untrue statement or alleged untrue statement or omission or alleged omission made in any Preliminary Prospectus, the Registration Statement or the Prospectus, or in any such amendment or supplement, in reliance upon and in conformity with the written information concerning that Underwriter furnished to the Company through the Representatives by or on behalf of any Underwriter concerning that Underwriter specifically for inclusion therein which information consists solely of the information set forth in Section 9(e); and provided, further, that the Company shall not be liable to indemnify any Underwriter or any person who controls such Underwriter on account of any such loss, liability, claim, damage or expense arising out of any such defect or alleged defect in any Preliminary Prospectus or Prospectus if a copy of the Prospectus (exclusive of the Incorporated Documents), as amended or supplemented, shall not have been given or sent by such Underwriter with or prior to the written confirmation of the sale involved to the extent that the Prospectus, as amended or supplemented, would have cured such defect or alleged defect and sufficient quantities of the Prospectus, as amended or supplemented, were made available to such Underwriter to allow it to deliver such Prospectus on a timely basis. The foregoing indemnity agreement is in addition to any liability which the Company and the Trust may otherwise have to any Underwriter or to any director, officer, employee or controlling person of that Underwriter.

(b) Each Underwriter, severally and not jointly, shall indemnify and hold harmless, the Company, the Trust, their respective officers and employees, each of their directors, and each person, if any, who controls the Company or the Trust within the meaning of the Securities Act from and against any loss, claim, damage or liability, joint or several, or any action in respect thereof, to which the Company, the Trust or any such director, officer, employee or controlling person may become subject, under the Securities Act or otherwise, insofar as such loss, claim, damage, liability or action arises out of, or is based upon, (i) any untrue statement or alleged untrue statement of a material fact contained in any Preliminary Prospectus, the Registration Statement or the Prospectus or in any amendment or supplement thereto, or (ii) the omission or alleged omission to state in any Preliminary Prospectus, the Registration Statement or the Prospectus or in any amendment or supplement thereto, any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, but in each case only to the extent that the untrue statement or alleged untrue statement or omission or alleged omission was made in reliance upon and in conformity with the written information furnished to the Company and the Trust through the Representatives by or on behalf of that Underwriter specifically for inclusion therein and described in Section 9(e). The Underwriters, severally and not jointly, shall reimburse the Company, the Trust and any such director, officer, employee or controlling person promptly upon demand for any legal or other expenses reasonably incurred by the Company, the Trust or any such director, officer, employee or controlling person in connection with investigating or defending or preparing to defend against any such loss, claim, damage, liability or action as such expenses are incurred. The foregoing indemnity agreement is in addition to any liability which any Underwriter may otherwise have to the Company, the Trust or any such director, officer, employee or controlling person.

18

(c) Promptly after receipt by an indemnified party under this Section 9 of notice of any claim or the commencement of any action, the indemnified party shall, if a claim in respect thereof is to be made against the indemnifying party under this Section 9, notify the indemnifying party in writing of the claim or the commencement of that action; provided, however, that the failure to notify the indemnifying party shall not relieve it from any liability which it may have under this Section 9 except to the extent it has been materially prejudiced by such failure and, provided, further, that the failure to notify the indemnifying party shall not relieve it from any liability which it may have to an indemnified party otherwise than under this Section 9. If any such claim or action shall be brought against an indemnified party, and it has notified the indemnifying party thereof, the indemnifying party shall be entitled to participate therein and, to the extent that it wishes, jointly with any other similarly notified indemnifying party, to assume the defense thereof with counsel reasonably satisfactory to the indemnified party. After notice from the indemnifying party to the indemnified party of its election to assume the defense of such claim or action, the indemnifying party shall not be liable to the indemnified party under this Section 9 for any legal or other expenses subsequently incurred by the indemnified party in connection with the defense thereof other than reasonable costs of investigation; provided, however, that the Underwriters shall have the right to employ separate counsel to represent jointly the Underwriters and their respective officers, employees and controlling persons who may be subject to liability arising out of any claim in respect of which indemnity may be sought by the Underwriters against the Company under this Section 9 if, in the reasonable judgment of counsel to such Underwriters, it is advisable for such Underwriters, officers, employees and controlling persons to be jointly represented by separate counsel, due to the availability of one or more legal defenses to them which are different from or additional to those available to the indemnifying party, and in that event the reasonable fees and expenses of such separate counsel shall be paid by the Company; provided further, that the Company shall not be liable for the fees and expenses of more than one separate firm of attorneys (in addition to one local counsel in each relevant jurisdiction) at any time for all such indemnified parties. No indemnifying party shall, (i) without the prior written consent of the indemnified parties (which consent shall not be unreasonably withheld) settle or compromise or consent to the entry of any judgment with respect to any pending or threatened claim, action, suit or proceeding in respect of which indemnification or contribution may be sought hereunder (whether or not the indemnified parties are actual or potential parties to such claim or action) unless such settlement, compromise or consent includes an unconditional release of each indemnified party from all liability arising out of such claim, action, suit or proceeding and does not include any findings of fault, culpability or failure to act by or on behalf of any indemnified party, or (ii) be liable for any settlement of any such action effected without its written consent (which consent shall not be unreasonably withheld), but, for the avoidance of doubt, if settled with its written consent or if there be a final judgment of the plaintiff in any such action, the indemnifying party agrees to indemnify and hold harmless any indemnified party from and against any loss or liability by reason of such settlement or judgment.

(d) If the indemnification provided for in this Section 9 shall for any reason be unavailable or insufficient to hold harmless an indemnified party under Section 9(a) or 9(b) in respect of any loss, claim, damage or liability, or any action in respect thereof, referred to therein, other than to the extent that such indemnification is unavailable or insufficient due to a failure to provide prompt notice in accordance with Section 9(c), then each indemnifying party shall, in lieu of indemnifying such indemnified party, contribute to the amount paid or payable

19

by such indemnified party as a result of such loss, claim, damage or liability, or action in respect thereof, (i) in such proportion as shall be appropriate to reflect the relative benefits received by the Company and the Trust on the one hand and the Underwriters on the other from the offering of the Trust PIERS, or (ii) if the allocation provided by clause 9(d)(i) above is not permitted by applicable law, in such proportion as is appropriate to reflect not only the relative benefits referred to in clause 9(d)(i) but also the relative fault of the Company and the Trust on the one hand and the Underwriters on the other with respect to the statements or omissions or alleged statements or alleged omissions that resulted in such loss, claim, damage or liability, or action in respect thereof, as well as any other relevant equitable considerations. The relative benefits received by the Company and the Trust on the one hand and the Underwriters on the other with respect to such offering shall be deemed to be in the same proportion as the total net proceeds from the offering of the Trust PIERS purchased under this Agreement (before deducting expenses) received by the Company and the Trust on the one hand, and the total underwriting discounts and commissions realized or received by the Underwriters with respect to the Trust PIERS purchased under this Agreement, on the other hand, bear to the total gross proceeds from the offering of the Trust PIERS under this Agreement, in each case, as set forth in the table on the cover page of the Prospectus. The relative fault shall be determined by reference to whether the untrue or alleged untrue statement of a material fact or omission or alleged omission to state a material fact relates to information supplied by the Company, the Trust or the Underwriters, the intent of the parties and their relative knowledge, access to information and opportunity to correct or prevent such statement or omission. The Company, the Trust and the Underwriters agree that it would not be just and equitable if the amount of contributions pursuant to this Section 9(d) were to be determined by pro rata allocation (even if the Underwriters were treated as one entity for such purpose) or by any other method of allocation, which does not take into account the equitable considerations referred to herein. The amount paid or payable by an indemnified party as a result of the loss, claim, damage or liability, or action in respect thereof, referred to above in this Section 9(d) shall be deemed to include, for purposes of this Section 9(d), any legal or other expenses reasonably incurred by such indemnified party in connection with investigating or defending any such action or claim. Notwithstanding the provisions of this Section 9(d), no Underwriter shall be required to contribute any amount in excess of the amount by which the total price at which the Trust PIERS underwritten by it and distributed to the public was offered to the public exceeds the amount of any damages which such Underwriter has otherwise paid or become liable to pay by reason of any untrue or alleged untrue statement or omission or alleged omission. No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation. The Underwriters’ obligations to contribute as provided in this Section 9(d) are several in proportion to their respective underwriting obligations and not joint.

(e) The Underwriters severally confirm and the Company and the Trust acknowledge that the statements with respect to the offering of the Trust PIERS by the Underwriters set forth in the last paragraph on the cover page and the first paragraph under the caption “Underwriting—Commissions and Expenses,” the third sentence of the first paragraph under the caption beginning “Risk Factors—There is no existing market for the Trust PIERS,” the paragraph under the caption “Underwriting—Discretionary Sales,” the second sentence of the paragraph under the caption “Underwriting—Liquidity of the Trading Market,” the first paragraph and the second sentence of the second paragraph under the caption “Underwriting—

20

Price Stabilization and Short Positions,” the third sentence under the caption “Underwriting—Other Relationships,” the first paragraph under the caption “Underwriting—Electronic Distribution” and the last sentence under the caption “Notice to Canadian Residents—Relationship with Affiliates of Certain Underwriters” in the Prospectus are correct and constitute the only information concerning such Underwriters furnished in writing to the Company through the Representatives by or on behalf of the Underwriters specifically for inclusion in the Prospectus, and the Underwriters severally confirm that such statements are accurate and complete.

10. Defaulting Underwriters.

(a) If, on any Delivery Date, any Underwriter defaults in the performance of its obligations under this Agreement, the remaining non-defaulting Underwriters shall be obligated to purchase the aggregate amount of Trust PIERS which the defaulting Underwriter agreed but failed to purchase on such Delivery Date in the respective proportions which the amount of Trust PIERS set opposite the name of each remaining non-defaulting Underwriter in Schedule 1 hereto bears to the aggregate amount of Trust PIERS set forth opposite the names of all the remaining non-defaulting Underwriters in Schedule 1 hereto; provided, however, that the remaining non-defaulting Underwriters shall not be obligated to purchase any of the Trust PIERS on such Delivery Date if the total amount of Trust PIERS which the defaulting Underwriter or Underwriters agreed but failed to purchase on such date exceeds 10% of the total aggregate amount of the Trust PIERS to be purchased on such Delivery Date. If the foregoing maximum is exceeded, the remaining non-defaulting Underwriters, or those other underwriters satisfactory to Lehman Brothers who so agree, shall have the right, but shall not be obligated, to purchase, in such proportion as may be agreed upon among them, the total amount of Trust PIERS to be purchased on such Delivery Date. If the remaining Underwriters or other underwriters satisfactory to Lehman Brothers do not elect to purchase on such Delivery Date the aggregate amount of Trust PIERS which the defaulting Underwriters agreed but failed to purchase, this Agreement (or with respect to the Option Delivery Date, the obligation of the Underwriters to purchase the Option Trust PIERS) shall terminate without liability on the part of any non-defaulting Underwriter and the Company, except that the Company will continue to be liable for the payment of expenses to the extent set forth in Sections 6 and 12. As used in this Agreement, the term “Underwriter” includes, for all purposes of this Agreement unless the context requires otherwise, any party not listed in Schedule 1 hereto who, pursuant to this Section 10(a), purchases Trust PIERS which a defaulting Underwriter agreed but failed to purchase.

(b) Nothing contained herein shall relieve a defaulting Underwriter of any liability it may have to the Company for damages caused by its default. If other Underwriters are obligated or agree to purchase the Trust PIERS of a defaulting or withdrawing Underwriter, either Lehman Brothers or the Company may postpone the Delivery Date for up to five full Business Days, subject to Section 4(c) hereof, in order to effect any changes that, in the opinion of counsel to the Company or counsel to the Underwriters, may be necessary in the Prospectus or in any other document or arrangement.

11. Termination. The obligations of the Underwriters hereunder may be terminated by the Underwriters by notice given to and received by the Company prior to delivery of and payment for the Trust PIERS if, prior to that time, any of the events described in Sections 7(w),

21

7(x) or 7(y) shall have occurred or if the Underwriters shall decline to purchase the Trust PIERS for any reason permitted under this Agreement.

12. Reimbursement of Underwriters’ Expenses. If (a) the Company or the Trust shall fail to tender the Trust PIERS for delivery to the Underwriters by reason of any failure, refusal or inability on the part of the Company or the Trust to perform any agreement on its part to be performed, or because any other condition of the Underwriters’ obligations hereunder required to be fulfilled by the Company (including, without limitation, with respect to the transactions) is not fulfilled (other than as a result of the condition described in Section 7(y)) or (b) the Underwriters shall decline to purchase the Trust PIERS for any reason permitted under this Agreement (including the termination of this Agreement pursuant to Section 11) (other than as a result of the condition described in Section 7(y)), the Company shall reimburse the Underwriters for all reasonable out-of-pocket expenses (including fees and disbursements of counsel) incurred by the Underwriters in connection with this Agreement and the proposed purchase of the Trust PIERS (except as otherwise provided in Section 8 hereof), and upon demand the Company shall pay the full amount thereof to the Underwriters. Upon such payment the Company and the Trust will be absolved from any further liability hereunder, except as provided in Sections 6 and 9 hereof. If this Agreement is terminated pursuant to Section 10 by reason of the default of one or more Underwriters, the Company shall not be obligated to reimburse any defaulting Underwriter on account of those expenses.

13. Notices, etc. Notices given pursuant to any provision of this Agreement shall be given in writing and shall be addressed as follows:

(a) if to the Underwriters, to Lehman Brothers Inc., 399 Park Avenue, New York, New York 10022, Attention: Syndication Department, Facsimile: (212) 526-0943, with a copy to the General Counsel’s Office, 399 Park Avenue, New York, New York 10022, Facsimile: (212) 528-4748; with a copy to Cleary, Gottlieb, Steen & Hamilton, One Liberty Plaza, New York, New York 10006, Attention: Raymond B. Check, Esq., Facsimile: (212) 225-3999; and

(b) if to the Company or to the Trust, to Omnicare, Inc., 100 East River Center Boulevard, Covington, Kentucky 41011, Attention: Joel F. Gemunder, Telephone: (859) 392-3300, Facsimile: (859) 392-3360, with a copy to Dewey Ballantine LLP, 1301 Avenue of the Americas, New York, New York 10019, Attention: Morton A. Pierce, Esq., Telephone: (212) 259-8000, Facsimile: (212) 259-6333;

provided, however, that any notice to an Underwriter pursuant to Section 9(c) shall be delivered or sent by mail, telex or facsimile transmission to such Underwriter at its address set forth in its acceptance telex to Lehman Brothers, which address will be supplied to any other party hereto by Lehman Brothers upon request. Any such statements, requests, notices or agreements shall take effect at the time of receipt thereof. The Company shall be entitled to act and rely upon any request, consent, notice or agreement given or made on behalf of the Underwriters by Lehman Brothers or the Representatives on behalf of the Underwriters.

14. Persons Entitled to Benefit of Agreement. This Agreement shall inure to the benefit of and be binding upon the Underwriters, the Company, the Trust and their respective

22

successors. This Agreement and the terms and provisions hereof are for the sole benefit of only those persons, except that (i) the indemnities and agreements in Section 9 hereof of the Company contained in this Agreement shall also be deemed to be for the benefit of the officers, directors and employees of the Underwriters and the person or persons, if any, who control any Underwriter within the meaning of Section 15 of the Securities Act and (ii) the indemnities and agreements in Section 9 hereof of the Underwriters contained in this Agreement shall be deemed to be for the benefit of directors, trustees, officers and employees of the Company and the Trust, and any person controlling the Company or the Trust within the meaning of Section 15 of the Securities Act. Nothing contained in this Agreement is intended or shall be construed to give any person, other than the persons referred to in this Section 14, any legal or equitable right, remedy or claim under or in respect of this Agreement or any provision contained herein.

15. Survival. The respective indemnities, representations, warranties and agreements of the Company, the Trust and the Underwriters contained in this Agreement or made by or on behalf of them, respectively, pursuant to this Agreement, shall survive the delivery of and payment for the Trust PIERS and shall remain in full force and effect, regardless of any termination or cancellation of this Agreement or any investigation made by or on behalf of any of them or any person controlling any of them.

16. Governing Law. This Agreement shall be governed by, and construed in accordance with, the laws of the State of New York.

17. Counterparts. This Agreement may be executed in one or more counterparts and, if executed in more than one counterpart, the executed counterparts shall each be deemed to be an original but all such counterparts shall together constitute one and the same instrument.

18. Definitions. The terms which follow, as used in this Agreement, have the meanings indicated:

(a) “Business Day” means any day on which the NYSE is open for trading.

(b) “Commission” means the Securities Exchange Commission.

(c) “Effective Date” means the date of the Effective Time.

(d) “Effective Time” means the date and the time as of which the Registration Statement was declared effective by the Commission.

(e) “Exchange Act” means the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission thereunder.

(f) “Execution Time” means the date and time that this Agreement is executed and delivered by the parties hereto.

(g) “Incorporated Documents” means documents that are incorporated into any of the Registration Statement, Prospectus or Preliminary Prospectus by reference.

23

(h) “Preliminary Prospectus” means each prospectus and any prospectus supplement filed with the Commission by the Company with the consent of Lehman Brothers (not to be unreasonably withheld) pursuant to Rule 424(b) of the Securities Act relating to the Securities included in the Registration Statement, and any amendments and Incorporated Documents thereof.

(i) “Prospectus” means the prospectus and prospectus supplement filed with the Commission by the Company with the consent of Lehman Brothers pursuant to Rule 424(b) of the Securities Act relating to the Securities in the form first used to confirm sales of the Securities, and any Incorporated Documents thereof incorporated as of the Execution Time.

(j) “Registration Statement” means the Registration Statement of the Company filed with the Commission on Form S-3 (File No.’s 333-103115), including exhibits other than Forms T-1 and financial statements, as amended at the Execution Time (or, if not effective at the Execution Time, in the form in which it shall become effective) and, in the event any post-effective amendment thereto or any Rule 462(b) Registration Statement becomes effective prior to the First Delivery Date, means also such registration statement as so amended or such Rule 462(b) Registration Statement, as the case may be. This term will include any Rule 430A Information deemed to be included therein at the Effective Date as provided by Rule 430A. Any reference to any amendment to the Registration Statement herein will be deemed to include any annual report of the Company filed with the Commission pursuant to Section 13(a) or 15(d) of the Exchange Act after the Effective Time that is incorporated by reference in the Registration Statement.

(k) “Rule 430A Information” means information with respect to the Securities and the offering thereof permitted to be omitted from the Registration Statement when it becomes effective pursuant to Rule 430A of the Securities Act.

(l) “Rule 462(b) Registration Statement” means a registration statement and any amendments thereto filed pursuant to Rule 462(b) of the Securities Act relating to the offering covered by the registration statement.

(m) “Securities Act” means the Securities Act of 1933, as amended, together with the rules and regulations of the Commission thereunder.

(n) “Trust Indenture Act” means the Trust Indenture Act of 1939, as amended, and the rules and regulations of the Commission promulgated thereunder.

19. Headings. The headings herein are inserted for convenience of reference only and are not intended to be part of, or to affect the meaning or interpretation of, this Agreement.

[The rest of this page has been left blank intentionally; the signature page follows.]

24

If the foregoing correctly sets forth the agreement among the Company, the Trust and the Underwriters, please indicate your acceptance in the space provided for that purpose below.

Very truly yours,
OMNICARE, INC.
By:	/S/    JOEL F. GEMUNDER
	Name: Joel F. Gemunder
	Title:   President and Chief Executive Officer
OMNICARE CAPITAL TRUST I
By:	OMNICARE, INC., as Depositor
By:	/S/    JOEL F. GEMUNDER
	Name: Joel F. Gemunder
	Title:   President and Chief Executive Officer

Accepted and agreed by:
LEHMAN BROTHERS INC. WACHOVIA SECURITIES, LLC
By:	LEHMAN BROTHERS INC.
By:	/S/    ARLENE SALMONSON
	Authorized Representative

For each of the Representatives and the other several Underwriters named in Schedule I to the foregoing Agreement

EXHIBIT A

Form of Officer’s Certificate of Omnicare, Inc.

The undersigned, the duly qualified and elected (i) President and Chief Executive Officer and (ii) Senior Vice President and Chief Financial Officer, respectively, of Omnicare, Inc., a Delaware corporation (the “Company”), do hereby certify in such capacity and on behalf of the Company, pursuant to Section 7(e) of the Underwriting Agreement among the Company, the Trust, and Lehman Brothers Inc. and Wachovia Securities, LLC, as representatives of the Underwriters named therein, that we have carefully examined the Underwriting Agreement and the Prospectus and that to our knowledge:

(i) The representations and warranties of the Company contained in the Underwriting Agreement are true and correct in all material respects on and as of the Delivery Date with the same effect as if made on the Delivery Date, except that if a representation or warranty is made as of a specific date, such representation or warranty is true and correct in all material respects as of such date, and the Company has complied in all material respects with all the agreements and satisfied in all material respects all the conditions on its part to be performed or satisfied under the Underwriting Agreement at or prior to the Delivery Date;

(ii) The Prospectus has been timely filed with the Commission in accordance with Section 5(a) of the Underwriting Agreement. No stop order suspending the effectiveness of the Registration Statement or any part thereof shall have been issued and no proceeding for that purpose shall have been initiated or threatened by the Commission. There has been no request of the Commission for inclusion of additional information in the Registration Statement or the Prospectus;

(iii) Subsequent to the execution and delivery of the Underwriting Agreement, (A) no downgrading has occurred in the corporate or issuer rating accorded the Company by any “nationally recognized statistical rating organization”, as that term is defined by the Commission for purposes of Rule 436(g)(2) of the Securities Act and (B) no such organization has publicly announced or notified the Company in writing that it has under surveillance or review, with possible negative implications, its corporate or issuer rating of the Company; and

(iv) Except as set forth in the Prospectus, since the date of the last audited financial statements included or incorporated by reference in the Prospectus, there has not been any event or development in respect of the business or condition (financial or other) of the Company and its subsidiaries, taken as a whole, that could reasonably be expected to have a Material Adverse Effect.

Capitalized terms used herein but not defined have the respective meanings assigned to such term in the Underwriting Agreement.

A-1

EXHIBIT B

Form of Dewey Ballantine LLP Opinion

The opinion of Dewey Ballantine LLP, counsel for the Company and the Trust (capitalized terms not otherwise defined herein shall have the meanings provided in the Underwriting Agreement, to which this is an Exhibit), delivered pursuant to Section 7(f) of the Underwriting Agreement:

(i) The Registration Statement was declared effective under the Securities Act, and each of the Indenture, the Amended and Restated Trust Agreement and the Guarantee Agreement was qualified under the Trust Indenture Act as of the date and time hereof. The Prospectus was filed with the Commission pursuant to the subparagraph of Rule 424(b) of the Securities Act on June 11, 2003, and no stop order suspending the effectiveness of the Registration Statement has been issued and, to our knowledge, no proceeding for that purpose is pending or threatened by the Commission.

(ii) The Registration Statement and the Prospectus (excluding any documents incorporated by reference therein) and any further amendments or supplements thereto made by the Company prior to the applicable Delivery Date (other than the financial statements and notes thereto and related schedules and other financial, statistical and accounting data or the contents of any exhibits contained therein or omitted therefrom, as to which we express no opinion), when they were filed with the Commission complied as to form in all material respects with the requirements of the Securities Act and the Trust Indenture Act.

(iii) The Company is a corporation validly existing and in good standing under the laws of the State of Delaware.

(iv) The Company has the corporate power and authority to execute, deliver and perform its obligations under the Transaction Agreements to which it is a party and to consummate the transactions contemplated thereby to be consummated on its part and the Company has the corporate power and authority to issue, sell and deliver the Securities of which it is issuer. The Company has duly authorized the execution, delivery and performance of, and has duly executed and delivered, each of the Transaction Agreements to which it is a party.

(v) The Indenture, assuming the due authorization, execution and delivery thereof by the Trustee, is a legally binding and valid obligation of the Company, enforceable against the Company in accordance with its terms, except as enforcement thereof may be limited by bankruptcy, insolvency, reorganization, fraudulent conveyance, moratorium or similar laws affecting the enforcement of creditors’ rights generally and by general principles of equity and the discretion of the court before which any proceedings therefor may be brought.

(vi) The shares of Common Stock initially issuable upon conversion of the Trust PIERS have been duly and validly authorized and, when issued upon conversion

B-1

against payment of the conversion price and in accordance with the terms of the Underwriting Agreement and the Amended and Restated Trust Agreement, will be validly issued, fully paid and nonassessable.

(vii) The Debentures, when issued, authenticated and delivered by the Company against payment by the Underwriters in accordance with the terms of the Underwriting Agreement and the Indenture, will be legally binding and valid obligations of the Company, entitled to the benefits of the Indenture and enforceable against the Company in accordance with their terms, except as enforcement thereof may be limited by bankruptcy, insolvency, reorganization, fraudulent conveyance, moratorium or similar laws affecting the enforcement of creditors’ rights generally and by general principles of equity and the discretion of the court before which any proceedings therefor may be brought.

(viii) The Guarantee, when issued, authenticated and delivered by the Company in accordance with the terms of the Guarantee Agreement and the Indenture, will be legally binding and valid obligations of the Company, entitled to the benefits of the Guarantee Agreement and enforceable against the Company in accordance with its terms, except as enforcement thereof may be limited by bankruptcy, insolvency, reorganization, fraudulent conveyance, moratorium or similar laws affecting the enforcement of creditors’ rights generally and by general principles of equity and the discretion of the court before which any proceedings therefor may be brought.

(ix) The Underwriting Agreement has been duly authorized, executed and delivered by the Company.

(x) The execution, delivery and performance by the Company of the Transaction Agreements to which it is a party, including the consummation of the offer and sale of the Securities, do not and will not violate or constitute a breach of any of the terms or provisions of or a default under (or an event that with notice or the lapse of time, or both, would constitute a default), or result in the creation or imposition of a lien, charge or encumbrance on any property or assets of the Company pursuant to, (A) the charter or bylaws of the Company, (B) any law, statute, rule or regulation of the State of New York (other than Blue Sky laws and regulations), the General Corporation Law of the State of Delaware or any federal law, statute, rule or regulation of the United States of America (other than those relating to the NASD), in each case pursuant to this clause (B) which, in our experience, is ordinarily applicable to transactions of the type contemplated by the Underwriting Agreement, or (C) any judgment, order or decree issued by any court or governmental agency or authority of the United States of America or the State of New York or issued by any court or governmental agency or authority of the State of Delaware pursuant to the General Corporation Law of the State of Delaware, in each case pursuant to this clause (C) specifically applicable to the Company or any subsidiary thereof or any of their respective assets or properties and known to us, except, in the case of each of clauses (B) and (C), for any such violations or breaches, or liens, charges or encumbrances, that could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

B-2

(xi) Assuming the accuracy of the representations, warranties and agreements of the Company and the Trust contained in the Underwriting Agreement, to our knowledge no consent, approval, authorization or order of, or filing, registration, qualification, license or permit of or with, any court or governmental agency, body or administrative agency of the United States of America or the State of New York or any court or governmental body or administrative agency of the State of Delaware pursuant to General Corporation Law of the State of Delaware is required to be obtained or made by the Company for the execution, delivery and performance by the Company of the Transaction Agreements to which it is a party, including the consummation of any of the transactions contemplated thereby, except (A) such as have been obtained or made, (B) such as may be required under state securities or Blue Sky laws or as may be required by the NASD and (C) such as could not, if not obtained or made, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. To our knowledge, no consents or waivers from any other person or entity are required for the execution, delivery and performance by the Company of the Underwriting Agreement or any of the other Transaction Agreements to which it is a party or the consummation by the Company of any of the transactions contemplated thereby, other than (X) such consents and waivers as have been obtained and as are in full force and effect and (Y) such consents and waivers that, if not obtained, could not reasonably be expected to have a Material Adverse Effect.

(xii) The Company is not an “investment company” or a company “controlled” by an “investment company” within the meaning of the Investment Company Act of 1940, as amended.

(xiii) The statements under the captions “Description of Trust PIERS,” “Description of the Convertible Debentures” and “Description of the Guarantee” in the Prospectus, insofar as such statements constitute a summary of applicable law or of legal matters set forth in contracts, agreements or other legal documents, fairly present in all material respects such applicable law or such contracts, agreements or other legal documents.

(xiv) We hereby confirm that the discussion of the opinion of Dewey Ballantine LLP relating to the treatment of the Trust as a grantor trust set forth in the Prospectus under the caption “Material United States Federal Income Tax Consequences—Classification of the Trust” and the statements set forth in the Prospectus under the caption “Material United States Federal Income Tax Consequences,” insofar as they purport to constitute summaries of matters of United States federal income tax law and regulations or legal conclusions with respect thereto, constitute accurate summaries of the matters described therein in all material respects.

Except as set forth in paragraphs (xiii) and (xiv) above, we have not undertaken to determine independently and, therefore, do not pass upon or assume any responsibility for, explicitly or implicitly, the accuracy, completeness or fairness of the statements contained in the Prospectus. In addition, we have not participated in the preparation of the documents incorporated by reference in the Prospectus. We have, however, participated in conferences with your representatives and with representatives of the Company, with the Company’s counsel and

B-3

with the Company’s independent accountants in the course of the preparation of the Prospectus in which such statements were generally reviewed and discussed. Based upon and subject to the foregoing (and relying as to materiality as to factual matters upon information furnished and assessments made by officers and other representatives of the Company and its subsidiaries), nothing has come to our attention that has caused us to believe that the Registration Statement, as of the Effective Time, or the Prospectus, on the date thereof and on the date hereof, contained or contains an untrue statement of a material fact or omitted or omits to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading (except as to the financial statements and the notes thereto and the schedules and other financial and accounting data and exhibits included or incorporated by reference therein or omitted therefrom, as to all of which we express no view).

B-4

EXHIBIT C

Form of Richards, Layton & Finger, P.A. Opinion

The opinion of Richards, Layton & Finger, P.A., counsel for the Company and the Trust (capitalized terms not otherwise defined herein shall have the meanings provided in the Underwriting Agreement, to which this is an Exhibit), delivered pursuant to Section 7(g) of the Underwriting Agreement:

(i) The Trust has been duly created and is validly existing in good standing as a statutory trust under the Delaware Statutory Trust Act (the “Statutory Trust Act”) and all filings required under the Statutory Trust Act with respect to the creation and valid existence of the Trust as a statutory trust in the State of Delaware have been made.

(ii) The Trust PIERS are duly authorized by the Amended and Restated Trust Agreement, and when executed, authenticated, issued and delivered by the Trust in accordance with the Amended and Restated Trust Agreement, the Trust PIERS will be duly and validly issued and fully paid and nonassessable beneficial interests in the Trust.

(iii) Under the Amended and Restated Trust Agreement and the Statutory Trust Act, the Trust has all necessary trust power and authority to execute and deliver the Transaction Agreements to which it is a party, to execute and deliver the Trust PIERS and to perform its obligations thereunder.

(iv) Under the Amended and Restated Trust Agreement and the Statutory Trust Act, the issuance and sale by the Trust of the Trust PIERS and the execution and delivery by the Trust of the Underwriting Agreement and the Transaction Agreements to which it is a party, the performance by the Trust of its obligations thereunder, and the execution and delivery of the Trust PIERS have been duly authorized by all necessary trust action on the part of the Trust.

(v) Each of the Original Trust Agreement and the Amended and Restated Trust Agreement is a legal, valid and binding obligation of the Trust, enforceable against the Trust in accordance with its terms.

(vi) The holders of Trust PIERS, in their capacity as such, will be entitled to the same limitation of personal liability extended to stockholders of private corporations for profit organized under the General Corporation Law of the State of Delaware. We note that such holders may be obligated to make payments as set forth in the Amended and Restated Trust Agreement.

(vii) Under the Statutory Trust Act and the Amended and Restated Trust Agreement, the issuance by the Trust of the Trust PIERS is not subject to any preemptive purchase rights of any person.

(viii) No consent, approval, license, authorization, order, registration or qualification of or with any Delaware court or Delaware governmental agency or body is

C-1

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.

(ix) The issuance and sale by the Trust of the Trust PIERS pursuant to the Underwriting Agreement and the Amended and Restated Trust Agreement, and the execution and delivery by the Trust of each of the Transaction Agreements to which it is a party, and the performance by the Trust of its obligations thereunder, will not violate (A) the Trust Certificate or the Amended and Restated Trust Agreement or (B) any Delaware statute, rule or regulation.

(x) After due inquiry limited to, and solely to the extent disclosed thereupon, the court dockets for active cases of the Court of Chancery of the State of Delaware in and for New Castle County, Delaware, of the Superior Court of the State of Delaware in and for New Castle County, Delaware, and of the United States Federal District Court sitting in the State of Delaware, in these courts there are no pending actions, suits or proceedings against the Company or the Trust.

(xi) Assuming due authorization, execution and delivery thereof by the Property Trustee, the Amended and Restated Trust is a valid and binding agreement of the Property Trustee, enforceable against the Property Trustee in accordance with its terms, subject to applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium or other laws affecting creditors’ rights generally from time to time in effect and to general principles of equity (including, without limitation, concepts of materiality, reasonableness, good faith and fair dealing), regardless of whether considered in a proceeding in equity or at law;

(xii) Assuming due authorization, execution and delivery thereof by the Delaware Trustee, the Amended and Restated Trust Agreement is a valid and binding agreement of the Delaware Trustee, enforceable against the Delaware Trustee in accordance with its terms, subject to applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium or other laws affecting creditors’ rights generally from time to time in effect and to general principles of equity (including, without limitation, concepts of materiality, reasonableness, good faith and fair dealing), regardless of whether considered in a proceeding in equity or at law.

C-2

EXHIBIT D

Form of Opinion of General Counsel of Omnicare, Inc.

The opinion of Peter Laterza, General Counsel for the Company (capitalized terms not otherwise defined herein shall have the meanings provided in the Underwriting Agreement, to which this is an Exhibit), delivered pursuant to Section 7(h) of the Underwriting Agreement:

(i) The Company and each of its Significant Subsidiaries which are incorporated in the United States has been duly incorporated and is validly existing as a corporation in good standing under the laws of its respective jurisdiction of incorporation, has all requisite corporate power and authority to own, lease and operate its properties and to conduct its business in all material respects as it is currently being conducted and as described in the Prospectus, and is duly qualified and in good standing as a foreign corporation authorized to do business in each jurisdiction in which the ownership, leasing and operation of its property and the conduct of its business requires such qualification (except where the failure to be so qualified and in good standing could not reasonably be expected to have a Material Adverse Effect).

(ii) The entities listed on Schedule 2 hereto are the only Significant Subsidiaries, direct or indirect, of the Company. Except as otherwise set forth in the Prospectus, the Company owns, directly or indirectly through other subsidiaries, the percentage indicated on Schedule 2 of the outstanding capital stock or other securities evidencing equity ownership of such Significant Subsidiaries, free and clear of any security interest and, to the knowledge of such counsel, any claim, lien, limitation on voting rights or encumbrance. All of such securities have been duly authorized, validly issued, are fully paid and nonassessable and were not issued in violation of any preemptive or similar rights. To my knowledge after due inquiry, there are no outstanding subscriptions, rights, warrants, calls, commitments of sale or options to acquire, or instruments convertible into or exchangeable for, any such shares of capital stock or other equity interest of such subsidiaries owned by the Company.

(iii) The Company has all requisite corporate power and authority to execute, deliver and perform its obligations under the Transaction Agreements to which it is a party and the Securities of which it is the issuer and to consummate the transactions contemplated thereby, including, without limitation, the corporate power and authority to issue, sell and deliver the applicable Securities as provided in the Underwriting Agreement.

(iv) Except as set forth in the Prospectus or as could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect or to interfere with or adversely affect the issuance of the Securities or the Guarantee or the consummation of the transactions contemplated by any of the Transaction Agreements, there is (A) no action, suit or proceeding before or by any court, arbitrator or governmental agency, body or official, domestic or foreign, now pending or, to the knowledge of such counsel, threatened or contemplated, to which the Company or any Significant Subsidiary is or

D-1

may be a party or to which the business, assets or property of such person is or may be 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.

(v) To my knowledge, neither the Company nor any Significant Subsidiary is (A) in violation of its charter, bylaws or other constitutive documents, (B) in default (or, with notice or lapse of time or both, would be in default) in the performance or observance of any obligation, agreement, covenant or condition contained in any Agreement or Instrument or (C) in violation of any law, statute, rule, regulation, judgment, order or decree of any domestic or foreign court with jurisdiction over any of them or any of their assets or properties or other governmental or regulatory authority, agency or other body, that, in the case of clauses (A), (B) and (C) individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect.

(vi) To my knowledge, the Company and each Significant Subsidiary has all Authorizations necessary to engage in the business conducted by it, except where failure to hold such Authorizations could not, individually or in the aggregate, be reasonably expected to have a Material Adverse Effect. I have no reason to believe that any governmental body or agency, domestic or foreign, is considering limiting, suspending or revoking any such Authorization, except where any such limitations, suspensions or revocations could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. To my knowledge, all such Authorizations are valid and in full force and effect and the Company and each Significant Subsidiary is in compliance in all material respects with the terms and conditions of all such Authorizations and with the rules and regulations of the regulatory authorities having jurisdiction with respect to such Authorizations, has fulfilled and performed all of its material obligations with respect to such Authorizations and no event has occurred which allows, or after notice or lapse of time would allow, revocation or termination thereof, except for any invalidity, failure to be in full force and effect or noncompliance with, or revocation or termination of, any Authorization that could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

(vii) The execution and delivery by the Company of the Transaction Agreements, the issuance and sale of the Securities and the compliance by the Company and the Trust with all of the provisions of the Transaction Agreements will not violate or constitute a breach of any of the terms or provisions of, or a default under (or an event that with notice or the lapse of time, or both, would constitute a default), or require consent under, or result in the imposition of a lien or encumbrance on any properties of the Company or any of its Significant Subsidiaries which are incorporated in the United States, or an acceleration of indebtedness pursuant to, (A) the charter or bylaws of the Company or any of its Significant Subsidiaries which are incorporated in the United States, (B) any bond, debenture, note, indenture, mortgage, deed of trust or other agreement or instrument known to me to which the Company or any of its Significant Subsidiaries which are incorporated in the United States is a party or by which any of

D-2

them or their property is or may be bound, (C) any U.S. federal or New York statute, rule or regulation reasonably recognized by me as applicable to transactions of this kind, or (D) any judgment, order or decree known to me of any U.S. federal or New York court or governmental agency or authority having jurisdiction over the Company, any of its Significant Subsidiaries which are incorporated in the United States or their assets or properties, except for any such violations, breaches or defaults which would not reasonably be expected to have a Material Adverse Effect and except for such consents as may have been obtained by the Company or waived or such consents or filings as may be required or such as may be required under state or foreign securities or Blue Sky laws and regulations or such as may be required by the NASD.

(viii) No consents or waivers from any other person are required for the execution and delivery by the Company of the Transaction Agreements, the issuance and sale of the Securities of which it is the issuer by the Company and the compliance by the Company with all of the provisions of the Transaction Agreements, other than such consents and waivers as (A) would not reasonably be expected to have a Material Adverse Effect, (B) would not prohibit or adversely affect the issuance of the Securities, or (C) have been obtained or waived.

(ix) Each Incorporated Document (except for the financial statements and the notes thereto and the schedules and other financial, statistical and accounting data and exhibits included or incorporated by reference therein or omitted therefrom, as to all of which I express no opinion) appeared on its face to comply in all material respects as to form with the requirements of the Exchange Act and the rules and regulations of the Commission thereunder when filed with the Commission.

In addition, I have participated in conferences with other officers and other representatives of the Company and the Trust, representatives of PricewaterhouseCoopers, the Underwriters and their counsel in connection with the preparation of the Registration Statement and the Prospectus at which conferences the contents of the Registration Statement and the Prospectus were discussed, reviewed and revised. Except as indicated above, I have not independently verified and am not passing upon, and do not assume responsibility for, the accuracy, completeness or fairness of the information contained in the Prospectus. Based upon the participation and discussions described above, however, no facts have come to my attention that cause me to believe that the Registration Statement, at the Effective Time, and the Prospectus, at the date thereof and on the applicable Delivery Date and the date hereof, contained or contains an untrue statement of material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading (it being understood that I have not been requested to and do not express any view as to the financial statements, notes and schedules or any other financial, statistical or accounting data included or incorporated by reference in or omitted from the Registration Statement and the Prospectus).

D-3

EXHIBIT E

Form of Opinion of Bryan Cave LLP

The opinion of Bryan Cave LLP, counsel for JPMorgan Chase Bank (the “Bank”) as Property Trustee and Guarantee Trustee (capitalized terms not otherwise defined herein shall have the meanings provided in the Underwriting Agreement, to which this is an Exhibit), delivered pursuant to Section 7(j) of the Underwriting Agreement:

(i) the Bank has been duly incorporated and is validly existing as a banking corporation in good standing under the laws of the State of New York;

(ii) the Bank has the corporate trust power and authority to execute, deliver and perform its duties under the Amended and Restated Trust Agreement and the Guarantee Agreement, has duly executed and delivered the Amended and Restated Trust Agreement and the Guarantee Agreement, and, assuming due authorization, execution and delivery thereof by the other parties thereto, the Guarantee Agreement constitutes a legal, valid and binding agreement of the Bank, enforceable against the Bank in accordance with its terms, subject to applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium or other laws affecting creditors’ rights generally from time to time in effect and to general principles of equity (including, without limitation, concepts of materiality, reasonableness, good faith and fair dealing), regardless of whether considered in a proceeding in equity or at law;

(iii) no approval, authorization or other action by, or filing with, any governmental authority of the United States of America or the State of New York, in either case having jurisdiction over the trust powers of the Bank, is required in connection with the execution and delivery by the Bank of the Amended and Restated Trust Agreement or the Guarantee Agreement or the performance by the Bank of its duties thereunder, except such as have been obtained, taken or made; and

(iv) the Delaware Trustee has duly authorized, executed and delivered the Amended and Restated Trust Agreement.

E-1

EXHIBIT F

Form of Opinion of Stites & Harbison

The opinion of Stites & Harbison, counsel for SunTrust Bank (the “Bank”) as Indenture Trustee (capitalized terms not otherwise defined herein shall have the meanings provided in the Underwriting Agreement, to which this is an Exhibit), delivered pursuant to Section 7(k) of the Underwriting Agreement:

(i) the Bank has been duly incorporated and is validly existing as a banking corporation in good standing under the laws of the State of Georgia;

(ii) the Bank has the corporate trust power and authority to execute, deliver and perform its duties under the Indenture, has duly executed and delivered the Indenture, and, assuming due authorization, execution and delivery thereof by the other parties thereto, the Indenture constitutes a legal, valid and binding agreement of the Bank, enforceable against the Bank in accordance with its terms, subject to applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium or other laws affecting creditors’ rights generally from time to time in effect and to general principles of equity (including, without limitation, concepts of materiality, reasonableness, good faith and fair dealing), regardless of whether considered in a proceeding in equity or at law; and

(iii) no approval, authorization or other action by, or filing with, any governmental authority of the United States of America or the State of Georgia having jurisdiction over the Bank is required in connection with the execution and delivery by the Bank of the Indenture or the performance by the Bank of its duties thereunder, except such as have been obtained, taken or made.

F-1

EXHIBIT G

Form of Opinion of Counsel for the Delaware Trustee

The opinion of David J. Clark, Vice President and Assistant General Counsel of Chase Manhattan Bank USA, National Association, as Delaware Trustee (capitalized terms not otherwise defined herein shall have the meanings provided in the Underwriting Agreement, to which this is an Exhibit), delivered pursuant to Section 7(l) of the Underwriting Agreement:

(i) the Delaware Trustee has been duly incorporated and is validly existing as a banking association in good standing under the laws of the United States of America and is duly authorized and empowered to exercise trust powers under applicable United States law and to enter into, execute and deliver agreements whereby it is obligated to act as a corporate trustee or to perform fiscal and transfer agency functions.

G-1

EXHIBIT H

Form of Letter of Each Director of the Company Listed in Exhibit I

[Letterhead of officer or director of the Company]

            , 2003

Lehman Brothers Inc.

Wachovia Securities, LLC

      As Representatives of the Underwriters

c/o Lehman Brothers Inc.

745 Seventh Avenue

New York, New York 10019

Ladies and Gentlemen:

This letter is being delivered to you in connection with a proposed Underwriting Agreement (the “Underwriting Agreement”) between Omnicare, Inc., a Delaware corporation (the “Company”) and each of you as representatives of a group of Underwriters named therein, whereby the Underwriters have agreed to purchase $300,000,000 aggregate liquidation amount of its Trust Preferred Income Equity Redeemable Securities (PIERS) (the “Securities”) convertible into shares of Company’s common stock (the “Common Stock”) pursuant to the Underwriting Agreement.

In order to induce you and the other Underwriters to purchase the Securities pursuant to the Underwriting Agreement, the undersigned will not, without the prior written consent of the Representatives, offer, sell, contract to sell, pledge or otherwise dispose of, or file (or participate in the filing of) a registration statement with the U.S. Securities and Exchange Commission in respect of, or establish or increase a put equivalent position or liquidate or decrease a call equivalent position within the meaning of Section 16 of the Securities Exchange Act of 1934, as amended, and the rules and regulations of the U.S. Securities and Exchange Commission promulgated thereunder with respect to, any shares of Common Stock of the Company or any securities convertible or exercisable or exchangeable for such Common Stock, or publicly announce an intention to effect any such transaction, for a period of 90 days after the date of the Underwriting Agreement, provided, however, that the undersigned, together with all directors and executive officers of the Company listed in Exhibit I of the Underwriting Agreement, may offer, sell, contract to sell, pledge or otherwise dispose of (or enter into any transaction that is designed to result in the disposition of) up to 500,000 shares of Common Stock in the aggregate.

Notwithstanding the foregoing, the undersigned may offer, sell, contract to sell, pledge or otherwise dispose of (or enter into any transaction that is designed to result in the disposition of) Common Stock (i) as a bona fide gift, (ii) to any trust, family partnership or similar entity for the direct or indirect benefit of the undersigned, provided that trust, partnership or similar entity agrees to be bound by the restrictions set forth herein or (iii) to effect a cashless exercise of options to purchase Common Stock that are outstanding on the date of this letter or hereafter issued under the Company’s existing stock option plans.

H-1

If for any reason the Underwriting Agreement shall be terminated prior to the First Delivery Date (as defined in the Underwriting Agreement), the agreement set forth above shall likewise be terminated.

Very truly yours,

By:

Name:

Title:

H-2

EXHIBIT I

Directors and Executive Officers Subject to the Obligation to Deliver a Lock-Up Letter in

the Form of Exhibit H

Edward L. Hutton

Joel F. Gemunder

Patrick E. Keefe

Timothy E. Bien

Jack M. Clark, Jr.

David W. Froesel, Jr.

Cheryl D. Hodges

Peter Laterza

Charles H. Erhart, Jr.

Sandra E. Laney

Andrea R. Lindell, DNSc, RN

Sheldon Margen, M.D.

John H. Timoney

I-1

EX-4.2(A)

EXHIBIT 4.2(a)

OMNICARE, INC.

SUBORDINATED DEBT SECURITIES

INDENTURE

Dated as of June 13, 2003

SunTrust Bank

Trustee

CROSS-REFERENCE TABLE*

Trust Indenture Act Section	Indenture Section
310(a)(1)	7.10
(a)(2)	7.10
(a)(3)	N.A.
(a)(4)	N.A.
(a)(5)	7.10
(b)	7.03; 7.10
(c)	N.A.
311(a)	7.11
(b)	7.11
(c)	N.A.
312(a)	2.07
(b)	14.03
(c)	14.03
313(a)	7.06
(b)(1)	N.A.
(b)(2)	7.06; 7.07
(c)	7.06; 14.02
(d)	7.06
314(a)	4.03
(b)	N.A.
(c)(1)	14.04
(c)(2)	14.04
(c)(3)	N.A.
(d)	N.A.
(e)	14.05
(f)	N.A.
315(a)	7.01
(b)	7.05,14.02
(c)	7.01
(d)	7.01
(e)	6.11
316(a) (last sentence)	2.11
(a)(1)(A)	6.05
(a)(1)(B)	6.04
(a)(2)	N.A.
(b)	6.07
(c)	2.14
317(a)(1)	6.08
(a)(2)	6.09
(b)	2.06
318(a)	14.01
(b)	N.A.
(c)	14.01

N.A. means not applicable. *

This Cross Reference Table is not part of this Indenture.

TABLE OF CONTENTS

		Page
ARTICLE 1. DEFINITIONS AND INCORPORATION BY REFERENCE
Section 1.01	Definitions	1
Section 1.02	Other Definitions	7
Section 1.03	Incorporation by Reference of Trust Indenture Act	8
Section 1.04	Rules of Construction	8
ARTICLE 2. THE SECURITIES
Section 2.01	Form Generally	9
Section 2.02	Securities in Global Form	9
Section 2.03	Title and Terms	10
Section 2.04	Execution, Authentication, Delivery and Dating	12
Section 2.05	Registrar and Paying Agent	13
Section 2.06	Paying Agent to Hold Money in Trust	14
Section 2.07	Holder Lists	14
Section 2.08	Registration, Registration of Transfer and Exchange	14
Section 2.09	Replacement Securities	16
Section 2.10	Outstanding Securities	16
Section 2.11	Treasury Securities	17
Section 2.12	Temporary Securities	17
Section 2.13	Cancellation	17
Section 2.14	Payment of Interest.	17
Section 2.15	Persons Deemed Owners	18
Section 2.16	Computation of Interest	18
Section 2.17	CUSIP Numbers	18
Section 2.18	Global Security Legend	18
ARTICLE 3. REDEMPTION AND PREPAYMENT
Section 3.01	Right to Redeem; Notices to Trustee	19
Section 3.02	Selection of Securities to Be Redeemed	19
Section 3.03	Notice of Redemption to Holders	19
Section 3.04	Effect of Notice of Redemption	20
Section 3.05	Deposit of Redemption Price	21
Section 3.06	Securities Redeemed in Part	21
ARTICLE 4. COVENANTS
Section 4.01	Payment of Securities	21
Section 4.02	Maintenance of Office or Agency	22
Section 4.03	Reports	22
Section 4.04	Compliance Certificate	22
Section 4.05	Corporate Existence	23
Section 4.06	Stay, Extension and Usury Laws	23

i

ARTICLE 5. SUCCESSORS
Section 5.01	Merger, Consolidation, or Sale of Assets	23
Section 5.02	Successor Corporation Substituted	24
ARTICLE 6. DEFAULTS AND REMEDIES
Section  6.01	Events of Default	24
Section 6.02	Acceleration	25
Section 6.03	Other Remedies	26
Section 6.04	Waiver of Past Defaults	26
Section 6.05	Control by Majority	26
Section 6.06	Limitation on Suits	26
Section 6.07	Rights of Holders of Securities to Receive Payment and Convert	27
Section 6.08	Collection Suit by Trustee	27
Section 6.09	Trustee May File Proofs of Claim	27
Section 6.10	Priorities	28
Section 6.11	Undertaking for Costs	28
ARTICLE 7. TRUSTEE
Section 7.01	Duties of Trustee	28
Section 7.02	Rights of Trustee	29
Section 7.03	Individual Rights of Trustee	30
Section 7.04	Trustee’s Disclaimer	30
Section 7.05	Notice of Defaults	30
Section 7.06	Reports by Trustee to Holders of the Securities	30
Section 7.07	Compensation and Indemnity	31
Section 7.08	Replacement of Trustee	31
Section 7.09	Successor Trustee by Merger, etc	32
Section 7.10	Eligibility; Disqualification	32
Section 7.11	Preferential Collection of Claims Against Company	32
ARTICLE 8. LEGAL DEFEASANCE AND COVENANT DEFEASANCE
Section 8.01	Option to Effect Legal Defeasance or Covenant Defeasance	33
Section 8.02	Legal Defeasance and Discharge	33
Section 8.03	Covenant Defeasance	33
Section 8.04	Conditions to Legal or Covenant Defeasance	34
Section 8.05	Deposited Money and Government Securities to be Held in Trust; Other Miscellaneous Provisions	34
Section 8.06	Repayment to Company	35
Section 8.07	Reinstatement	35
ARTICLE 9. AMENDMENT, SUPPLEMENT AND WAIVER
Section 9.01	Without Consent of Holders of Securities	36
Section 9.02	With Consent of Holders of Securities	37
Section 9.03	Compliance with Trust Indenture Act	38
Section 9.04	Revocation and Effect of Consents	38
Section 9.05	Notation on or Exchange of Securities	38
Section 9.06	Trustee to Sign Amendments, etc	38

ii

Section 9.07	Effect of Supplemental Indentures	39
ARTICLE 10. SINKING FUNDS
Section 10.01	Applicability of Article	39
Section 10.02	Satisfaction of Sinking Fund Payments with Securities	39
Section 10.03	Redemption of Securities for Sinking Fund	39
ARTICLE 11. SUBORDINATION
Section 11.01	Agreement to Subordinate	40
Section 11.02	Liquidation; Dissolution; Bankruptcy	40
Section 11.03	Default on Designated Senior Debt	40
Section 11.04	Acceleration of Securities	41
Section 11.05	When Distribution Must Be Paid Over	41
Section 11.06	Notice by Company	42
Section 11.07	Subrogation	42
Section 11.08	Relative Rights	42
Section 11.09	Subordination May Not Be Impaired by Company	42
Section 11.10	Distribution or Notice to Representative	42
Section 11.11	Rights of Trustee and Paying Agent	43
Section 11.12	Authorization to Effect Subordination	43
ARTICLE 12. SECURITY GUARANTEES
Section 12.01	Applicability of this Article	43
Section 12.02	Guarantee	43
Section 12.03	Subordination of Security Guarantee	44
Section 12.04	Limitation on Guarantor Liability	44
Section 12.05	Release of Guarantors	45
ARTICLE 13. SATISFACTION AND DISCHARGE
Section 13.01	Satisfaction and Discharge	45
Section 13.02	Application of Trust Money	46
ARTICLE 14. MISCELLANEOUS
Section 14.01	Trust Indenture Act Controls	46
Section 14.02	Notices	46
Section 14.03	Communication by Holders of Securities with Other Holders of Securities	47
Section 14.04	Certificate and Opinion as to Conditions Precedent	47
Section 14.05	Statements Required in Certificate or Opinion	48
Section 14.06	Rules by Trustee and Agents	48
Section 14.07	No Personal Liability of Directors, Officers, Employees and Stockholders	48
Section 14.08	Governing Law	49
Section 14.09	No Adverse Interpretation of Other Agreements	49
Section 14.10	Successors	49
Section 14.11	Severability	49
Section 14.12	Counterpart Originals	49

iii

Section 14.13	Table of Contents, Headings, etc	49
EXHIBITS
Exhibit A	FORM OF SECURITY

iv

INDENTURE dated as of June 13, 2003 between Omnicare, Inc., a Delaware corporation (the “Company”), and SunTrust Bank, as trustee (the “Trustee”).

The Company has duly authorized the execution and delivery of this Indenture (as defined herein) to provide for the issuance from time to time of its debentures, notes or other evidences of indebtedness (herein called the “Securities”) to be issued in one or more series as provided in this Indenture.

For and in consideration of the premises and purchase of the Securities by the Holders (as defined herein) thereof, it is mutually covenanted and agreed, for the equal and ratable benefit of the Holders of the Securities of each series thereof as follows:

ARTICLE 1.

DEFINITIONS AND INCORPORATION

BY REFERENCE

Section 1.01 Definitions.

“Affiliate” of any specified Person means any other Person directly or indirectly controlling or controlled by or under direct or indirect common control with such specified Person. For purposes of this definition, “control”, as used with respect to any Person, means the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of such Person, whether through the ownership of voting securities, by agreement or otherwise; provided that beneficial ownership of 10% or more of the Voting Stock of a Person shall be deemed to be control. For purposes of this definition, the terms “controlling,” “controlled by” and “under common control with” have correlative meanings.

“Agent” means any Registrar, Paying Agent or co-registrar.

“Bankruptcy Law” means Title 11, U.S. Code or any similar federal or state law for the relief of debtors.

“Bearer Security” means any Security, including any interest coupons appertaining thereto, that does not provide for the identification of the Holder thereof.

“Board of Directors” means the board of directors of the Company (or any duly authorized committee thereof);

“Board Resolution” means a copy of a resolution certified by the Secretary or an Assistant Secretary of the Company to have been duly adopted by the Board of Directors and to be in full force and effect on the date of such certification, and delivered to the Trustee.

“Business Day” means any day other than a Saturday or Sunday or a day on which banks in New York, New York are authorized or obligated by law or executive order to remain closed or a day on which the Corporate Trust Office of the Trustee is closed for business. If a payment date is a Business Day at a place of payment, payment may be made at that place on the next succeeding day that is not a Business Day, and no interest shall accrue on such payment for the intervening period.

1

“Capital Lease Obligation” means, at the time any determination is to be made, the amount of the liability in respect of a capital lease that would at that time be required to be capitalized on a balance sheet in accordance with GAAP.

“Capital Stock” means:

(a) in the case of a corporation, corporate stock;

(b) in the case of an association or business entity, any and all shares, interests, participations, rights or other equivalents (however designated) of corporate stock;

(c) in the case of a partnership or limited liability company, partnership or membership interests (whether general or limited); and

(d) any other interest or participation that confers on a Person the right to receive a share of the profits and losses of, or distributions of assets of, the issuing Person.

“Company” means Omnicare, Inc., and any and all successors thereto.

“Company Order” means a written order signed in the name of the Company by an Officer and delivered to the Trustee or, with respect to Sections 2.04, 2.08, 2.09, 2.12 and 9.05 herein any other employee of the Company named in an Officers’ Certificate delivered to the Trustee.

“Corporate Trust Office of the Trustee” shall be at the address of the Trustee specified in Section 14.02 hereof or such other address as to which the Trustee may give notice to the Company.

“Credit Agreement” means the credit agreement, dated as of June 13, 2003, by and among the Company, the lenders parties hereto, SunTrust Bank, as administrative agent, SunTrust Capital Markets, Inc., as joint lead arranger and joint book runner, J.P. Morgan Securities Inc., as joint lead arranger and joint book runner, JPMorgan Chase Bank, as joint syndication agent, Wachovia Securities, LLC, as joint lead arranger, Wachovia Bank, National Association, as joint documentation agent, Lehman Commercial Paper Inc., as joint syndication agent, UBS Securities LLC, as joint documentation agent, and CIBC Inc., providing for up to $500 million of revolving credit borrowings and up to $250 million of term loans, including any related notes, guarantees, collateral documents, instruments and agreements executed in connection therewith, and in each case as amended (including, without limitation, as to principal amount), modified, renewed, refunded, replaced or refinanced from time to time (whether or not with the original agents or lenders and whether or not contemplated under the original agreement relating thereto).

“Default” means any event that is, or with the passage of time or the giving of notice or both would be, an Event of Default.

“Depositary” means, with respect to the Securities issuable or issued in whole or in part in global form, the Person specified pursuant to Section 2.03(a) hereof as the Depositary with respect to the Securities, and any and all successors thereto appointed as depositary hereunder and having become such pursuant to the applicable provision of this Indenture.

“Designated Senior Debt” means

(a) any Indebtedness outstanding under the Credit Agreement; and

2

(b) after payment in full of all Obligations under the Credit Agreement, any other Senior Debt permitted under this Indenture the principal amount of which is $35.0 million or more and that has been designated by the Company as “Designated Senior Debt.”

“Discount Security” means any Security which provides for an amount less than the principal amount thereof to be due and payable upon a declaration of acceleration of the maturity thereof pursuant to Section 6.02 hereof.

“Domestic Subsidiary” means any Restricted Subsidiary organized under the laws of the United States or any state of the United States or the District of Columbia.

“Equity Interests” means Capital Stock and all warrants, options or other rights to acquire Capital Stock (but excluding any debt security that is convertible into, or exchangeable for, Capital Stock).

“Exchange Act” means the Securities Exchange Act of 1934, as amended.

“GAAP” means generally accepted accounting principles set forth in the opinions and pronouncements of the Accounting Principles Board of the American Institute of Certified Public Accountants and statements and pronouncements of the Financial Accounting Standards Board or in such other statements by such other entity as have been approved by a significant segment of the accounting profession, which are in effect on the date of determination.

“Global Security” or “Global Securities” means any Security or Securities, as the case may be, in the form established pursuant to Section 2.02 evidencing all or a part of a series of Securities issued to the Depositary of such series or its nominee and registered in the name of such Depositary or nominee.

“Government Securities” means direct obligations of, or obligations guaranteed by, the United States of America, and the payment for which the United States pledges its full faith and credit.

“Guarantee” means a guarantee other than by endorsement of negotiable instruments for collection in the ordinary course of business, direct or indirect, in any manner including, without limitation, by way of a pledge of assets or through letters of credit or reimbursement agreements in respect thereof, of all or any part of any Indebtedness.

“Guarantor” means with respect to Securities of any series, any Domestic Subsidiary who has guaranteed the Company’s obligations under this Indenture and with respect to such series of Securities pursuant to Article 12 hereof; provided that upon the release and discharge of any Person from its Security Guarantee in accordance with this Indenture, such Person shall cease to be a Guarantor.

“Hedging Obligations” means, with respect to any specified Person, the obligations of such Person under (a) interest rate swap agreements, interest rate cap agreements and interest rate collar agreements and (b) other agreements or arrangements designed to protect such Person against fluctuations in interest rates or foreign exchange rates.

“Holder” means a Person in whose name a Security is registered.

“Indebtedness” means, with respect to any specified Person, any indebtedness of such Person, whether or not contingent:

3

(a) in respect of borrowed money;

(b) evidenced by bonds, notes, debentures or similar instruments or letters of credit (or reimbursement agreements in respect thereof);

(c) in respect of banker’s acceptances;

(d) representing Capital Lease Obligations;

(e) representing the balance deferred and unpaid of the purchase price of any property; or

(f) representing any Hedging Obligations,

if and to the extent any of the preceding items (other than letters of credit and Hedging Obligations) would appear as a liability upon a balance sheet of the specified Person prepared in accordance with GAAP. In addition, the term “Indebtedness” includes all Indebtedness of others secured by a Lien on any asset of the specified Person (whether or not such Indebtedness is assumed by the specified Person) and, to the extent not otherwise included, the Guarantee by the specified Person of any indebtedness of any other Person, in each case limited to the maximum amount of liability of the specified Person with respect to such Lien or Guarantee on the date in question. Notwithstanding anything in the foregoing to the contrary, Indebtedness shall not include trade payables or accrued expenses for property or services incurred in the ordinary course of business.

The amount of any Indebtedness issued with original issue discount will be the accreted value of such Indebtedness.

“Indenture” means this Indenture, as amended or supplemented from time to time.

“Interest Payment Date,” when used with respect to any Security, means the Stated Maturity of an installment of interest on such Security.

“Lien” means, with respect to any asset, any mortgage, lien, pledge, charge, security interest or encumbrance of any kind in respect of such asset, whether or not filed, recorded or otherwise perfected under applicable law, including any conditional sale or other title retention agreement, any lease in the nature thereof, any option or other agreement to sell or give a security interest in and any filing of or agreement to give any financing statement under the Uniform Commercial Code (or equivalent statutes) of any jurisdiction.

“Obligations” means any principal, interest, penalties, fees, indemnifications, reimbursements, damages and other liabilities payable under the documentation governing any Indebtedness.

“Officer” means, with respect to any Person, the Chairman of the Board, the Chief Executive Officer, the President, the Chief Operating Officer, the Chief Financial Officer, the Treasurer, any Assistant Treasurer, the Controller, the Secretary or any Vice-President of such Person.

“Officers’ Certificate” means a certificate signed on behalf of the Company or, if applicable, a Guarantor, by two Officers of the Company, one of whom must be the principal executive officer, the principal financial officer, the treasurer or the principal accounting officer of the Company, that meets the requirements of Section 14.05 hereof.

4

“Opinion of Counsel” means, as to the Company or, if applicable, a Guarantor, an opinion from legal counsel who is reasonably acceptable to the Trustee, that meets the requirements of Section 14.05 hereof. The counsel may be an employee of or counsel to the Company, any Subsidiary of the Company or the Trustee.

“Permitted Junior Securities” means Equity Interests in the Company or any Guarantor or debt securities that are subordinated to all Senior Debt and any debt securities issued in exchange for Senior Debt to substantially the same extent as, or to a greater extent than, the Securities of a series and the related Security Guarantees, if any, are subordinated to Senior Debt pursuant to this Indenture.

“Person” means any individual, corporation, partnership, joint venture, association, joint-stock company, trust, unincorporated organization, limited liability company or government or other entity.

“Redemption Date,” when used with respect to any Security to be redeemed, shall mean the date specified for redemption of such Security in accordance with the terms of such Security and this Indenture.

“Redemption Price,” when used with respect to any Security to be redeemed, means the price at which it is to be redeemed pursuant to this Indenture.

“Registered Security” means any Security in the form (to the extent applicable thereto) established pursuant to Section 2.01 hereof which is registered on the books of the Registrar.

“Regular Record Date” for the interest payable on any Interest Payment Date on the Registered Securities of any series means the date specified for that purpose as contemplated by Section 2.03(a) hereof.

“Representative” means the indenture trustee or other trustee, agent or representative for any Senior Debt.

“Responsible Officer,” when used with respect to the Trustee, means any officer within the Corporate Trust Administration of the Trustee (or any successor group of the Trustee) or any other officer of the Trustee customarily performing functions similar to those performed by any of the above designated officers and also means, with respect to a particular corporate trust matter, any other officer to whom such matter is referred because of his knowledge of and familiarity with the particular subject.

“Restricted Subsidiary” means any direct or indirect Subsidiary of the Company other than an Unrestricted Subsidiary.

“SEC” means the Securities and Exchange Commission.

“Securities Act” means the Securities Act of 1933, as amended.

“Security Guarantee” means, with respect to the Securities of any series, the Guarantee with respect to the Securities of such series by each Guarantor pursuant to Article 12 hereof and a supplemental indenture.

“Securities” has the meaning assigned to it in the preamble to this Indenture.

“Senior Debt” of the Company or a Guarantor, as the case may be, means, with respect to the Securities of any series and any applicable Security Guarantee thereof (except as otherwise specified as contemplated by Section 2.03(a) hereof):

5

(a) all obligations of the Company or any Guarantor, as the case may be, related to the Credit Agreement, whether for principal, premium, if any, interest, including interest accruing after the filing of, or which would have accrued but for the filing of, a petition by or against the Company or such Guarantor under applicable bankruptcy laws, whether or not such interest is lawfully allowed as a claim after such filing, and all other amounts payable in connection therewith, including, without limitation, any fees, premiums, penalties, expenses, reimbursements, indemnities, damages and other liabilities; and

(b) the principal of, premium, if any, and interest on all other Indebtedness of the Company or any Guarantor, as the case may be, other than the Securities, and all Hedging Obligations, in each case whether outstanding on the date of this Indenture or thereafter created, incurred or assumed, unless, in the case of any particular Indebtedness or Hedging Obligation, the instrument creating or evidencing the Indebtedness or Hedging Obligation expressly provides that such Indebtedness or Hedging Obligation shall not be senior in right of payment to the Securities.

Notwithstanding the foregoing, “Senior Debt” does not include:

(a) Indebtedness evidenced by the Securities and the Security Guarantees;

(b) Indebtedness of the Company or any applicable Guarantor that is expressly subordinated in right of payment to any Senior Debt of the Company or such Guarantor or the Securities or the applicable Security Guarantee;

(c) Indebtedness of the Company or any applicable Guarantor that by operation of law is subordinate to any general unsecured obligations of the Company or such Guarantor;

(d) Indebtedness of the Company or any applicable Guarantor to the extent incurred in violation of any covenant prohibiting the incurrence of Indebtedness applicable to the Securities of such series or the Security Guarantee thereof;

(e) any liability for federal, state or local taxes or other taxes, owed or owing by the Company or any applicable Guarantor;

(f) accounts payable or other liabilities owed or owing by the Company or any applicable Guarantor to trade creditors, including guarantees thereof or instruments evidencing such liabilities;

(g) amounts owed by the Company or any applicable Guarantor for compensation to employees or for services rendered to the Company or such Guarantor;

(h) Indebtedness of the Company or any applicable Guarantor to any Restricted Subsidiary or any other Affiliate of the Company or such Guarantor;

(i) Capital Stock of the Company or any applicable Guarantor;

(j) Indebtedness which when incurred and without respect to any election under Section 1111(b) of Title 11 of the U.S. Code is without recourse to the Company or any Restricted Subsidiary; and

(k) other Indebtedness identified for any series of Securities pursuant to Section 2.03(a) hereof.

6

“Significant Subsidiary” means any Subsidiary that would be a “significant subsidiary” as defined in Article 1, Rule 1-02 of Regulation S-X, promulgated pursuant to the Securities Act, as such Regulation is in effect on the date hereof.

“Special Record Date” for the payment of any Defaulted Interest on the Registered Securities of any issue means a date fixed by the Trustee pursuant to Section 2.14 hereof.

“Stated Maturity” means, with respect to any installment of interest or principal on any series of Indebtedness, the date on which the payment of interest or principal was scheduled to be paid in the original documentation governing such Indebtedness, and will not include any contingent obligations to repay, redeem or repurchase any such interest or principal prior to the date originally scheduled for the payment thereof.

“Subsidiary” means (a) any corporation more than 50% of the outstanding securities having ordinary voting power of which shall at the time be owned or controlled, directly or indirectly, by the Company and/or by one or more of its Restricted Subsidiaries, or (b) any partnership, limited liability company, association, joint venture or similar business organization more than 50% of the ownership interests having ordinary voting power of which shall at the time be so owned or controlled.

“TIA” means the Trust Indenture Act of 1939 (15 U.S.C. §§77aaa-77bbbb) as in effect on the date on which this Indenture is qualified under the TIA.

“Trustee” means the party named as such above until a successor replaces it in accordance with the applicable provisions of this Indenture and thereafter means the successor serving hereunder.

“Unrestricted Subsidiary” means any Subsidiary of the Company that is designated by the Board of Directors as an Unrestricted Subsidiary pursuant to a Board Resolution, but only to the extent that such Subsidiary:

(a) has no Indebtedness other than Indebtedness that is without recourse to the Company or its Restricted Subsidiaries;

(b) is not party to any agreement, contract, arrangement or understanding with the Company or any Restricted Subsidiary unless the terms of any such agreement, contract, arrangement or understanding are not materially less favorable to the Company or such Restricted Subsidiary than those that might be obtained at the time from Persons who are not Affiliates of the Company;

(c) is a Person with respect to which neither the Company nor any of its Restricted Subsidiaries has any (a) continuing direct or indirect obligation to subscribe for additional Equity Interests or (b) direct or indirect obligation to maintain or preserve such Person’s financial condition or to cause such Person to achieve any specified levels of operating results; and

(d) has not guaranteed or otherwise directly or indirectly provided credit support for any Indebtedness of the Company or any of its Restricted Subsidiaries.

“Voting Stock” of any Person as of any date means the Capital Stock of such Person that is at the time entitled to vote in the election of the Board of Directors of such Person.

Section 1.02 Other Definitions.

7

Term	Defined in Section
“Covenant Defeasance”	8.03
“Defaulted Interest”	2.14
“Event of Default”	6.01
“Legal Defeasance”	8.02
“Paying Agent”	2.05
“Registrar”	2.05

Section 1.03 Incorporation by Reference of Trust Indenture Act.

Whenever this Indenture refers to a provision of the TIA, the provision is incorporated by reference in and made a part of this Indenture.

The following TIA terms used in this Indenture have the following meanings:

“indenture securities” means the Securities;

“indenture security Holder” means a Holder of a Security;

“indenture to be qualified” means this Indenture;

“indenture trustee” or “institutional trustee” means the Trustee; and

“obligor” on the Securities and the Security Guarantees means the Company and the Guarantors, respectively, and any successor obligor upon the Securities and the Security Guarantees, respectively.

All other terms used in this Indenture that are defined by the TIA, defined by TIA reference to another statute or defined by SEC rule under the TIA have the meanings so assigned to them.

Section 1.04 Rules of Construction.

Unless the context otherwise requires:

(a) a term has the meaning assigned to it;

(b) an accounting term not otherwise defined has the meaning assigned to it in accordance with GAAP;

(c) “or” is not exclusive;

(d) words in the singular include the plural, and in the plural include the singular;

(e) provisions apply to successive events and transactions; and

(f) references to sections of or rules under the Securities Act shall be deemed to include substitute, replacement of successor sections or rules adopted by the SEC from time to time.

8

ARTICLE 2.

THE SECURITIES

Section 2.01 Form Generally

The Securities of each series shall be substantially in the form of Exhibit A hereto or in such other form as shall be established by delivery to the Trustee of an Officers’ Certificate or in one or more indentures supplemental hereto, in each case with such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Indenture, and may have such letters, numbers or other marks of identification and such legends or endorsements placed thereon as may be required to comply with the rules of any securities exchange or as may, consistently herewith, be determined by the Officers executing such Securities as evidenced by their execution of the Securities.

The permanent Securities shall be printed, lithographed, engraved or cord processed or produced by any combination of these methods or may be produced in any other manner, provided that such method is permitted by the rules of any securities exchange on which such Securities may be listed, all as determined by the Officers executing such Securities as evidenced by their execution of such Securities.

Section 2.02 Securities in Global Form.

If Securities of a series are issuable as a Global Security, as specified as contemplated by Section 2.03(a) hereof, then, notwithstanding clause (9) of Section 2.03(a) hereof and the provisions of Section 2.03(b) hereof, any such Global Security shall represent such of the outstanding Securities of such series as shall be specified therein and may provide that it shall represent the aggregate principal amount of outstanding Securities from time to time endorsed thereon or otherwise notated on the books and records of the Registrar and that the aggregate principal amount of outstanding Securities represented thereby may from time to time be reduced or increased, as appropriate, to reflect exchanges and redemptions. Any endorsement of a Global Security to reflect the aggregate principal amount of any increase or decrease in the amount of outstanding Securities represented thereby shall be made by the Trustee in such manner and upon instructions given by the Holder thereof as required by Section 2.08 hereof.

Global Securities may be issued in either registered or bearer form and in either temporary or permanent form. Permanent Global Securities will be issued in definitive form.

The provisions of the last sentence of Section 2.04 hereof shall apply to any Security represented by a Global Security if such Security was never issued and sold by the Company, and the Company delivers to the Trustee the Security in global form together with written instructions (which need not comply with Section 14.04 or 14.05 hereof and need not be accompanied by an Opinion of Counsel) with regard to the reduction in the principal amount of Securities represented thereby, together with the written statement contemplated by the last sentence of Section 2.04 hereof.

Notwithstanding the provisions of Sections 2.02 and 2.14 hereof, unless otherwise specified as contemplated by Section 2.03(a) hereof, payment of principal of and any interest on any Global Security shall be made to the person or persons specified therein.

None of the Company, the Guarantor, if any, the Trustee of such series of Securities, any Paying Agent or Registrar will have any responsibility or liability for any aspect of the records relating to or payments made on account of beneficial ownership interests of a Global Security or for maintaining, supervising or reviewing any records relating to such beneficial ownership interests.

9

Section 2.03 Title and Terms.

(a) The aggregate principal amount of Securities which may be authenticated and delivered under this Indenture is unlimited. The Securities may be issued in one or more series. There shall be established and, subject to Section 2.04 hereof, set forth, or determined in the manner provided, in an Officers’ Certificate or established in one or more indentures supplemental hereto, prior to the issuances of Securities of any series, any or all of the following, as applicable:

(1) the title and series designation of the Securities of the series (which shall distinguish the Securities of the series from all other Securities);

(2) any limit upon the aggregate principal amount of the Securities of the series which may be authenticated and delivered under this Indenture (except for Securities authenticated and delivered upon registration of, transfer of, or in exchange for, or in lieu of, other Securities of the series pursuant to Sections 2.08, 2.09, 2.12, 3.06, 9.05 or 10.03 hereof and except for any Securities which, pursuant to Section 2.04 hereof, are deemed never to have been authenticated and delivered hereunder);

(3) the price or prices at which the Securities of the series will be issued;

(4) if the Securities of the series will be guaranteed and the terms of any such Security Guarantees;

(5) the date or dates on which the principal amount and premium, if any, of the Securities of the series is payable;

(6) the interest rate or rates, including contingent interest, if any, or the method for calculating the interest rate, including contingent interest, if any, which may be fixed or variable, of the Securities of the series, the date or dates from which any such interest or contingent interest shall accrue and the Interest Payment Dates on which such interest or contingent interest shall be payable, subject to the right, if any, of the Company to defer or extend an Interest Payment Date and the duration of such deferral or extension;

(7) the place or places where, subject to the provisions of Section 4.02 hereof, the principal of, premium, if any, and interest on Securities of the series will be payable and where any Securities of the series may be surrendered for registration of transfer, Securities of the series may be surrendered for exchange and notices and demands to or upon the Company in respect of the Securities of the series and this Indenture may be served;

(8) the right, if any, to redeem the Securities of the series and the terms and conditions upon which Securities of the series may be redeemed, in whole or in part;

(9) any mandatory or optional sinking fund or analogous provisions;

(10) whether the Securities of the series will be secured and any provisions relating to the security provided;

(11) if and the terms and conditions upon which the Securities of the series may or must be converted into securities of the Company or exchanged for securities of the Company or another enterprise;

10

(12) if other than the principal amount thereof, the portion of the principal amount of any Securities of the series which shall be payable upon declaration of acceleration of the maturity thereof pursuant to Section 6.02 hereof;

(13) whether the Securities of the series, in whole or any specified part, shall not be defeasible pursuant to Section 8.04 or 8.05 hereof or both such Sections and, if other than by an Officers’ Certificate, the manner in which any election by the Company to defease such Securities shall be evidenced;

(14) any addition to or change in the Events of Default which apply to any Securities of the series and any change in the right of the Trustee or the requisite Holders of such Securities to declare the principal amount thereof due and payable pursuant to Section 6.02 hereof;

(15) if other than U.S. dollars, the currency or currencies in which payment of the principal of, premium, if any, and interest on the Securities of the series shall be payable and whether the Securities of the series may be satisfied and discharged other than as provided in Article 8 hereof;

(16) any terms applicable to Original Issue Discount, if any, (as that term is defined in the Internal Revenue Code of 1986 and the Regulations thereunder) including the rate or rates at which such Original Issue Discount, if any, shall accrue;

(17) if the Securities of the series may be issued or delivered (whether upon original issuance or upon exchange of a temporary Security of such series or otherwise), or any installment of principal of, or any premium or interest is payable, only upon receipt of certain certificates or other documents or satisfaction of other conditions in addition to those specified in this Indenture, the form and terms of such certificates, documents or conditions;

(18) whether the Securities of the series may be represented initially by a Security in temporary or permanent global form and, if so, the Depositary with respect to any such temporary or permanent Global Security, and if other than as provided in Section 2.08 or 2.12 hereof, as applicable, whether and the circumstances under which beneficial owners of interests in any such temporary or permanent Global Security may exchange such interests for Securities of such series and of like tenor of any authorized form and denomination;

(19) whether Securities of the series are to be issued as Registered Securities, Bearer Securities or both, the terms and conditions relating to the applicable form, including, but not limited to, tax compliance, registration and transfer procedures and, if in registered form, the denominations in which any Registered Securities of the series will be issuable if other than denominations of $1,000 and any integral multiple thereof and if in bearer form, the denominations in which any Bearer Securities will be issuable;

(20) any special United States federal income tax considerations applicable to the Securities of the series;

(21) any addition to or change in the covenants set forth in Article 4 hereof which apply to Securities of the series;

11

(22) whether the subordination provisions of Article 11 hereof apply to the Securities of the series or any different subordination provisions, including a different definition of “Senior Debt,” apply to the Securities of the series; and

(23) any other terms of the Securities of the series (which terms shall not be inconsistent with the provisions of this Indenture, except as permitted by Section 9.01(i) hereof).

All Securities of any one series shall be substantially identical except as to denomination and the rate or rates of interest, if any, and Stated Maturity, the date from which interest, if any, shall accrue and except as may otherwise be provided in or pursuant to an Officers’ Certificate pursuant to this Section 2.03(a) or in any indenture supplemental hereto.

All Securities of any one series need not be issued at the same time and, unless otherwise provided, a series may be reopened for issuances of additional Securities of such series or for the establishment of additional terms with respect to the Securities of such series.

If any of the terms of the series are established by action taken pursuant to a Board Resolution, a copy of any appropriate record of such action shall be certified by the Secretary or an Assistant Secretary of the Company and delivered to the Trustee at or prior to the delivery of the Officers’ Certificate setting forth the terms of the series.

(b) Unless otherwise provided as contemplated by Section 2.03(a) hereof with respect to any series of Securities, the Securities of such series shall be issuable in denominations of $1,000 or integral multiples thereof.

Section 2.04 Execution, Authentication, Delivery and Dating.

Two Officers shall sign the Securities for the Company by manual or facsimile signature. If an Officer whose signature is on a Security no longer holds that office at the time a Security is authenticated, the Security shall nevertheless be valid.

A Security shall not be valid until authenticated by the manual signature of the Trustee. The signature shall be conclusive evidence that the Security has been authenticated under this Indenture.

At any time and from time to time after the execution and delivery of this Indenture (and subject to delivery of an Officers’ Certificate or a supplemental indenture as set forth in Section 2.03(a) hereof with respect to the initial issuance of Securities of any series), the Company may deliver Securities of any series executed by the Company to the Trustee for authentication, together with a Company Order for the authentication and delivery of such Securities; and the Trustee in accordance with such Company Order shall authenticate and deliver such Securities. If the forms or terms of the Securities of the series have been established in or pursuant to one or more Officers’ Certificates as permitted by Sections 2.01 and 2.03(a) hereof, in authenticating such Securities, and accepting the additional responsibilities under this Indenture in relation to such Securities, the Trustee shall be entitled to receive, and shall be fully protected in relying upon, an Opinion of Counsel stating:

(a) that the form or forms and terms of such Securities have been duly authorized by the Company and established in conformity with the provisions of this Indenture; and

(b) that such Securities when authenticated and delivered by the Trustee or its authenticating agent and issued by the Company in the manner and subject to any conditions specified in such

12

Opinion of Counsel, will constitute legal, valid and binding obligations of the Company, enforceable in accordance with their terms, subject to customary exceptions.

Notwithstanding the provisions of Section 2.03(a) hereof and of the preceding paragraph, if all Securities of a series are not to be originally issued at one time, it shall not be necessary to deliver the Officers’ Certificate otherwise required pursuant to Section 2.03(a) hereof and the Opinion of Counsel required by the preceding paragraph at or prior to the time of authentication of each Security of such series if such documents are delivered at or prior to the authentication upon original issuance of the first Security of such series to be issued.

Each Security shall be dated the date of its authentication.

No Security shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose unless there appears on such Security a certificate of authentication substantially in the form provided for herein duly executed by the Trustee by manual signature of an authorized signatory, and such certificate upon any Security shall be conclusive evidence, and the only evidence, that such Security has been duly authenticated and delivered hereunder. The Trustee’s certificate of authentication shall be in substantially the following form:

This is one of the Securities of the series designated therein referred to in the within-mentioned Indenture.

SUNTRUST BANK,

as Trustee

By:

Authorized Officer

Notwithstanding the foregoing, if any Security shall have been duly authenticated and delivered hereunder but never issued and sold by the Company, and the Company shall deliver such Security to the Trustee for cancellation as provided in Section 2.13 hereof together with a written statement (which need not comply with Section 14.04 or 14.05 hereof and need not be accompanied by an Opinion of Counsel) stating that such Security has never been issued and sold by the Company, for all purposes of this Indenture such Security shall be deemed never to have been authenticated and delivered hereunder and shall never be entitled to the benefits of this Indenture.

Section 2.05 Registrar and Paying Agent.

The Company shall maintain, with respect to each series of Securities, an office or agency where such Securities may be presented for registration of transfer or for exchange (“Registrar”) and an office or agency where Securities may be presented for payment (“Paying Agent”). The Registrar shall keep a register of the Securities and of their transfer and exchange. The Company may appoint one or more co-registrars and one or more additional paying agents. The term “Registrar” includes any co-registrar and the term “Paying Agent” includes any additional paying agent. The Company may change any Paying Agent or Registrar without notice to any Holder. The Company shall notify the Trustee in writing of the name and address of any Agent not a party to this Indenture. If the Company fails to appoint or maintain another entity as Registrar or Paying Agent, the Trustee shall act as such. The Company or any of its Subsidiaries may act as Paying Agent or Registrar.

The Company initially appoints the Trustee to act as the Registrar and Paying Agent.

13

Section 2.06 Paying Agent to Hold Money in Trust.

The Company shall require each Paying Agent other than the Trustee to agree in writing that the Paying Agent will hold in trust for the benefit of Holders of Securities of any series or the Trustee all money held by the Paying Agent for the payment of principal, premium, if any, or interest on such series of Securities, and will notify the Trustee of any default by the Company in making any such payment. While any such default continues, the Trustee may require a Paying Agent to pay all money held by it to the Trustee. The Company at any time may require a Paying Agent to pay all money held by it to the Trustee. Upon payment over to the Trustee, the Paying Agent (if other than the Company or a Subsidiary) shall have no further liability for the money. If the Company or a Subsidiary acts as Paying Agent, it shall segregate and hold in a separate trust fund for the benefit of the Holders all money held by it as Paying Agent. Upon any bankruptcy or reorganization proceedings relating to the Company, the Trustee shall serve as Paying Agent for the Securities.

Section 2.07 Holder Lists.

The Trustee shall preserve in as current a form as is reasonably practicable the most recent list available to it of the names and addresses of all Holders of each series of Securities and shall otherwise comply with TIA §312(a). If the Trustee is not the Registrar, the Company shall furnish to the Trustee at least seven Business Days before each interest payment date and at such other times as the Trustee may request in writing, a list in such form and as of such date as the Trustee may reasonably require of the names and addresses of the Holders of such series of Securities and the Company shall otherwise comply with TIA §312(a).

Section 2.08 Registration, Registration of Transfer and Exchange.

Upon surrender for registration of transfer of any Securities of a series at an office or agency of the Company designated pursuant to Section 4.02 hereof for such purpose, the Company shall execute, and the Trustee shall authenticate and deliver, in the name of the designated transferee or transferees, one or more new Securities of the same series of any authorized denominations, of a like aggregate principal amount. The Company shall not charge a service charge for any registration of transfer or exchange, but the Company may require payment of a sum sufficient to pay all taxes, assessments or other governmental charges that may be imposed in connection with the transfer or exchange of the Securities from the Holder requesting such transfer or exchange (other than any exchange of a temporary Security for a permanent Security not involving any change in ownership or any exchange pursuant to Section 2.12, 3.06, 9.05 or 10.3 hereof, not involving any transfer).

Notwithstanding any other provisions (other than the provisions set forth in the sixth and seventh paragraphs) of this Section 2.08, a Security in global form representing all or a portion of the Securities of a series may not be transferred except as a whole by the Depositary for such series to a nominee of such Depositary or by a nominee of such Depositary to such Depositary or another nominee of such Depositary or by such Depositary or any such nominee to a successor Depositary for such series or a nominee of such successor Depositary.

At the option of the Holder of Securities of any series, Securities of such series may be exchanged for other Securities of the same series of any authorized denomination or denominations of a like aggregate principal amount and tenor, upon surrender of the Securities to be exchanged at such office or agency. Whenever any Securities are so surrendered for exchange, the Company shall execute, and the Trustee shall authenticate and deliver, the Securities which the Holder making the exchange is entitled to receive.

14

Unless otherwise specified as contemplated by Section 2.03(a) hereof, if the Securities of any series shall have been issued in the form of one or more Global Securities, such series of Securities in global form will be exchanged for Securities of such series in permanent form if (i) the Depositary for the Securities of such series notifies the Company that it is unwilling or unable to continue as Depositary for the Securities of such series and a successor Depositary for the Securities of such series is not appointed by the Company within 120 days after the Company receives such notice, (ii) the Company in its sole discretion determines that the Securities of such series shall no longer be represented by such Global Security or Securities or (iii) an Event of Default with respect to the Securities of such series shall have occurred and be continuing. In any such event the Company will execute, and the Trustee, upon receipt of a Company Order for the authentication and delivery of permanent Securities of such series, will authenticate and deliver Securities of such series in permanent form and in an aggregate principal amount equal to the principal amount of the Security or Securities in global form representing such series in exchange for such Security or Securities in global form.

Notwithstanding the foregoing, except as otherwise specified in the preceding paragraph or as contemplated by Section 2.03(a) hereof, any Global Security shall be exchangeable only as provided in this paragraph. If the beneficial owners of interests in a Global Security are entitled to exchange such interests for permanent Securities of such series and of like principal amount and tenor but of another authorized form and denomination, as specified as contemplated by Section 2.03(a) hereof, then without unnecessary delay but in any event not later than the earliest date on which such interests may be so exchanged, the Company shall deliver to the Trustee permanent Securities in aggregate principal amount equal to the principal amount of such Global Security, executed by the Company. On or after the earliest date on which such interests may be so exchanged, such Global Security shall be surrendered by the Depositary with respect thereto to the Trustee, as the Company’s agent for such purpose, to be exchanged, in whole or from time to time in part, for permanent Securities without charge and the Trustee shall authenticate and deliver, in exchange for each portion of such Global Security, an equal aggregate principal amount of permanent Securities of the same series of authorized denominations and of like tenor as the portion of such Global Security to be exchanged which shall be in the form of Securities, or any combination thereof, as shall be specified by the beneficial owner thereof; provided, however, that notwithstanding the last paragraph of this Section 2.08 hereof, no such exchanges may occur during a period beginning at the opening of business 15 days before any selection of Securities of that series to be redeemed and ending on the relevant Redemption Date. If a Registered Security is issued in exchange for any portion of a Global Security after the close of business at the office or agency where such exchange occurs on (i) any Regular Record Date and before the opening of business at such office or agency on the relevant Interest Payment Date, or (ii) any Special Record Date and before the opening of business at such office or agency on the related proposed date for payment of Defaulted Interest (as defined herein), interest or Defaulted Interest, as the case may be, will not be payable on such Interest Payment Date or proposed date for payment, as the case may be, in respect of such Security, but will be payable on such Interest Payment Date or proposed date for payment, as the case may be, only to the Person to whom interest in respect of such portion of such Global Security is payable in accordance with the provisions of this Indenture.

Upon the exchange of a Security in global form for Securities in permanent form, such Security in global form shall be cancelled by the Trustee. All cancelled Securities held by the Trustee shall be destroyed by the Trustee and a certificate of their destruction delivered to the Company unless the Company directs, by Company Order, that the Trustee shall cancel Securities and deliver a certificate of destruction to the Company. Securities issued in exchange for a Security in global form pursuant to this Section 2.08 hereof shall be registered in such names and in such authorized denominations as the Depositary for such Security in global form, pursuant to instructions from its direct or indirect participants or otherwise, shall instruct the Trustee in writing. The Trustee shall deliver such Securities as instructed in writing by the Depositary.

15

All Securities issued upon any registration of transfer or exchange of Securities shall be the valid obligations of the Company, evidencing the same debt, and entitled to the same benefits under this Indenture, as the Securities surrendered upon such registration of transfer or exchange.

Every Security presented or surrendered for registration of transfer or for exchange shall be duly endorsed, or be accompanied by a written instrument of transfer in form satisfactory to the Company and the Registrar duly executed, by the Holder thereof or his attorney duly authorized in writing.

The Company shall not be required (i) to issue, register the transfer of or exchange any Securities of any series during a period beginning at the opening of 15 days before any selection of Securities of such series to be redeemed and ending at the close of business on the day of the mailing of the relevant notice of redemption or (ii) to register the transfer of or exchange any Security of any series so selected for redemption, in whole or in part, except the unredeemed portion of any Security being redeemed in part.

Section 2.09 Replacement Securities.

If any mutilated Security is surrendered to the Trustee or the Company and the Trustee receives evidence to its satisfaction of the destruction, loss or theft of any Security, the Company shall issue and the Trustee, upon receipt of a Company Order, shall authenticate a replacement Security if the Trustee’s requirements are met. If required by the Trustee or the Company, an indemnity bond must be supplied by the Holder that is sufficient in the judgment of the Trustee and the Company to protect the Company, the Trustee, any Agent and any authenticating agent from any loss that any of them may suffer if a Security is replaced. The Company may charge for its expenses in replacing a Security.

Every replacement Security is an additional obligation of the Company and shall be entitled to all of the benefits of this Indenture equally and proportionately with all other Securities duly issued hereunder.

Section 2.10 Outstanding Securities.

The Securities of any series outstanding at any time are all the Securities of such series authenticated by the Trustee except for those canceled by it, those delivered to it for cancellation, those reductions in the interest in a Global Security effected by the Trustee in accordance with the provisions hereof, and those described in this Section as not outstanding. Except as set forth in Section 2.11 hereof, a Security does not cease to be outstanding because the Company or an Affiliate of the Company holds the Security. Subject to the foregoing, only Securities outstanding at the time of such determination shall be considered in any such determination (including, without limitation, determinations pursuant to Articles 6 and 9 hereof). In addition, in determining whether the Holders of the requisite principal amount of outstanding Securities have given or concurred in any request, demand, authorization, direction, notice, consent or waiver hereunder, (i) the principal amount of a Discount Security that shall be deemed to be outstanding shall be the amount of the principal thereof that would be due and payable as of the date of such determination upon acceleration of the maturity thereof pursuant to Section 6.02 hereof and (ii) the principal amount of a Security denominated in a foreign currency or currencies shall be the dollar equivalent, as determined on the date of original issuance of such Security, of the principal amount (or, in the case of a Discount Security, the dollar equivalent on the date of original issuance of such Security of the amount determined as provided in (i) above) of such Security.

If a Security is replaced pursuant to Section 2.09 hereof, it ceases to be outstanding unless the Trustee receives proof satisfactory to it that the replaced Security is held by a bona fide purchaser.

16

If the principal amount of any Security is considered paid under Section 4.01 hereof, it ceases to be outstanding and interest on it ceases to accrue.

If the Paying Agent (other than the Company, a Subsidiary or an Affiliate of any thereof) holds, on a redemption date or maturity date, money sufficient to pay Securities payable on that date, then on and after that date such Securities shall be deemed to be no longer outstanding and shall cease to accrue interest.

Section 2.11 Treasury Securities.

In determining whether the Holders of the required principal amount of Securities of any series have concurred in any direction, waiver or consent, Securities of such series owned by the Company, or by any Person directly or indirectly controlling or controlled by or under direct or indirect common control with the Company, shall be considered as though not outstanding, except that for the purposes of determining whether the Trustee shall be protected in relying on any such direction, waiver or consent, only Securities of that series that the Trustee knows are so owned shall be so disregarded.

Section 2.12 Temporary Securities.

Until certificates representing Securities of any series are ready for delivery, the Company may prepare and the Trustee, upon receipt of a Company Order, shall authenticate temporary Securities. Temporary Securities shall be substantially in the form of certificated Securities but may have variations that the Company considers appropriate for temporary Securities as shall be reasonably acceptable to the Trustee. Without unreasonable delay, the Company shall prepare and the Trustee shall authenticate definitive Securities of the same series in exchange for temporary Securities.

Holders of temporary Securities of any series shall be entitled to all of the benefits of this Indenture as permanent Securities of the same series.

Section 2.13 Cancellation.

The Company at any time may deliver Securities to the Trustee for cancellation. The Registrar and Paying Agent shall forward to the Trustee any Securities surrendered to them for registration of transfer, exchange or payment. The Trustee and no one else shall cancel all Securities surrendered for registration of transfer, exchange, payment, replacement or cancellation and shall destroy canceled Securities (subject to the record retention requirement of the Exchange Act). Certification of the destruction of all canceled Securities shall be delivered to the Company. The Company may not issue new Securities to replace Securities that it has paid or that have been delivered to the Trustee for cancellation.

Section 2.14 Payment of Interest.

Unless otherwise provided as contemplated by Section 2.03(a) hereof with respect to any series of Securities, interest on any Security which is payable, and is punctually paid or duly provided for, on any Interest Payment Date shall be paid to the person in whose name that Security (or one or more predecessor Securities) is registered at the close of business on the Regular Record Date for such interest.

If the Company defaults in a payment of interest on the Securities of any series which is payable (“Defaulted Interest”), it shall pay the Defaulted Interest in any lawful manner plus, to the extent lawful, interest payable on the Defaulted Interest, to the Persons who are Holders of the series on a subsequent Special Record Date, in each case at the rate provided in the Securities of that series and in Section 4.01

17

hereof. The Company shall notify the Trustee in writing of the amount of Defaulted Interest proposed to be paid on each Securities of a series and the date of the proposed payment. The Company shall fix or cause to be fixed each such Special Record Date and payment date, provided that no such Special Record Date shall be less than 10 days prior to the related payment date for such Defaulted Interest. At least 15 days before the Special Record Date, the Company (or, upon the written request of the Company, the Trustee in the name and at the expense of the Company) shall mail or cause to be mailed to Holders of the series a notice that states the Special Record Date, the related payment date and the amount of such interest to be paid.

Subject to the foregoing provisions of this Section 2.14 and Section 2.08 hereof, each Security delivered under this Indenture upon registration of transfer of or in exchange for or in lieu of any other Security shall carry the rights to interest accrued and unpaid, and to accrue, which were carried by such other Security.

Section 2.15 Persons Deemed Owners.

Prior to due presentment of a Security for registration of transfer, the Company, the Trustee and any agent of the Company or the Trustee may treat the person in whose name such Security is registered as the owner of such Security for the purpose of receiving payment of principal of and (except as otherwise specified as contemplated by Section 2.03(a) hereof and subject to Sections 2.08 and 2.14 hereof) interest on such Security and for all other purposes whatsoever, whether or not such Security be overdue, and neither the Company, the Trustee nor any agent of the Company or the Trustee shall be affected by notice to the contrary.

None of the Company, the Trustee, any Paying Agent or the Registrar will have any responsibility or liability for any aspect of the records relating to or payments made on account of beneficial ownership interests of a Security in global form or for maintaining, supervising or reviewing any records relating to such beneficial ownership interests.

Section 2.16 Computation of Interest.

Except as otherwise specified as contemplated by Section 2.03(a) hereof for Securities of any series, (i) interest on any Securities which bear interest at a fixed rate shall be computed on the basis of a 360-day year comprised of twelve 30-day months and (ii) interest on any Securities which bear interest at a variable rate shall be computed on the basis of the actual number of days in an interest period divided by 360.

Section 2.17 CUSIP Numbers.

The Company, in issuing the Securities, may use “CUSIP” numbers (if then generally in use) and, if so, the Trustee shall use “CUSIP” numbers in notices of redemption as a convenience to Holders; provided that any such notice may state that no representation is made as to the correctness of such numbers either as printed on the Securities of a series or as contained in any notice of a redemption and that reliance may be placed only on the other identification numbers printed on the Securities of such series, and any such redemption shall not be affected by any defect in or omission of such numbers. The Company will promptly notify the Trustee of any change in the “CUSIP” numbers.

Section 2.18 Global Security Legend.

Each Global Security shall bear a legend in substantially the following form:

18

“THIS GLOBAL SECURITY IS HELD BY THE DEPOSITARY (AS DEFINED IN THE INDENTURE GOVERNING THIS SECURITY) OR ITS NOMINEE IN CUSTODY FOR THE BENEFIT OF THE BENEFICIAL OWNERS HEREOF, AND IS NOT TRANSFERABLE TO ANY PERSON UNDER ANY CIRCUMSTANCES EXCEPT THAT (I) THE TRUSTEE MAY MAKE SUCH NOTATIONS HEREON AS MAY BE REQUIRED PURSUANT TO THE INDENTURE, (II) THIS GLOBAL SECURITY MAY BE EXCHANGED IN WHOLE BUT NOT IN PART PURSUANT TO SECTION 2.08 OF THE INDENTURE, (III) THIS GLOBAL SECURITY MAY BE DELIVERED TO THE TRUSTEE FOR CANCELLATION PURSUANT TO SECTION 2.13 OF THE INDENTURE AND (IV) THIS GLOBAL SECURITY MAY BE TRANSFERRED TO A SUCCESSOR DEPOSITARY WITH THE PRIOR WRITTEN CONSENT OF OMNICARE, INC.”

ARTICLE 3.

REDEMPTION AND PREPAYMENT

Section 3.01 Right to Redeem; Notices to Trustee.

Securities of any series which are redeemable before their Stated Maturity shall be redeemable in accordance with their terms and (except as otherwise specified as contemplated by Section 2.03(a) hereof for Securities of any series) in accordance with this Article 3. If the Company elects to redeem Securities of any series, it shall furnish to the Trustee, at least 35 days (or such shorter period as may be acceptable to the Trustee) but not more than 75 days before a redemption date, an Officers’ Certificate setting forth (i) the clause of this Indenture pursuant to which the redemption shall occur, (ii) the Redemption Date, (iii) the principal amount of Securities of such series to be redeemed, (iv) any other information necessary to identify the Securities of such series to be redeemed and (v) the Redemption Price.

Section 3.02 Selection of Securities to Be Redeemed.

Unless otherwise specified as contemplated by Section 2.03(a) hereof with respect to any series of Securities, if less than all of the Securities of a series are to be redeemed or purchased in an offer to purchase at any time, the Trustee will select the Securities to be redeemed or purchased among the Holders of the Securities of that Series in compliance with the requirements of the principal national securities exchange, if any, on which the Securities are listed or, if the Securities are not so listed, on a pro rata basis, by lot or in accordance with any other method the Trustee considers fair and appropriate. In the event of partial redemption by lot, the particular Securities to be redeemed shall be selected, unless otherwise provided herein, not less than 30 nor more than 60 days prior to the Redemption Date by the Trustee from the outstanding Securities not previously called for redemption.

The Trustee shall promptly notify the Company in writing of the Securities selected for redemption and, in the case of any Security selected for partial redemption, the principal amount thereof to be redeemed. Unless otherwise specified as contemplated by Section 2.03(a) hereof, Securities and portions of Securities selected will be in amounts of $1,000 or whole multiples of $1,000. Except as provided in the preceding sentence, provisions of this Indenture that apply to Securities called for redemption also apply to portions of Securities called for redemption.

Section 3.03 Notice of Redemption to Holders.

Unless otherwise specified as contemplated by Section 2.03(a) hereof with respect to any series of Securities, at least 30 days but not more than 60 days before a Redemption Date, the Company shall mail or

19

cause to be mailed, by first class mail, a notice of redemption to each Holder whose Securities are to be redeemed at its registered address.

The notice shall identify the Securities to be redeemed and shall state:

(a) the Redemption Date;

(b) the Redemption Price;

(c) if less than all the outstanding Securities of any series are to be redeemed, the identification (and in the case of partial redemption, the principal amount) of the particular Security to be redeemed;

(d) that, after the Redemption Date upon surrender of such Security, a new Security or Securities in principal amount equal to the unredeemed portion shall be issued upon cancellation of the original Security;

(e) the name and address of the Paying Agent;

(f) that Securities called for redemption must be surrendered to the Paying Agent to collect the Redemption Price;

(g) that, unless the Company defaults in making such redemption payment, interest, if any, on Securities called for redemption ceases to accrue on and after the Redemption Date;

(h) the paragraph of the Securities and/or Section of this Indenture pursuant to which the Securities called for redemption are being redeemed;

(i) that the redemption is for a sinking fund, if such is the case; and

(j) that no representation is made as to the correctness or accuracy of the CUSIP number, if any, listed in such notice or printed on the Securities.

At the Company’s request, the Trustee shall give the notice of redemption in the Company’s name and at its expense; provided, however, that the Company shall have delivered to the Trustee, at least 45 days prior to the Redemption Date (or such shorter period as may be acceptable to the Trustee), an Officers’ Certificate requesting that the Trustee give such notice and setting forth the information to be stated in such notice as provided in the preceding paragraph.

Notwithstanding the foregoing, a redemption notice may be mailed more than 60 days prior to the Redemption Date if the notice is issued in connection with a defeasance of the Securities or satisfaction and discharge of this Indenture.

Section 3.04 Effect of Notice of Redemption.

Once notice of redemption is mailed in accordance with Section 3.03 hereof, Securities called for redemption become irrevocably due and payable on the Redemption Date at the Redemption Price. A notice of redemption may not be conditional.

20

Section 3.05 Deposit of Redemption Price.

Prior to 12:00 noon (Eastern Standard Time) on the Redemption Date, the Company shall deposit with the Trustee or with the Paying Agent money sufficient to pay the Redemption Price of and accrued interest on all Securities of a series to be redeemed on that date. The Trustee or the Paying Agent shall promptly return to the Company any money deposited with the Trustee or the Paying Agent by the Company in excess of the amounts necessary to pay the Redemption Price of, and accrued interest on, all Securities to be redeemed.

If the Company complies with the provisions of the preceding paragraph, on and after the Redemption Date, interest shall cease to accrue on the Securities or the portions of Securities called for redemption. If a Security is redeemed on or after a Regular Record Date but on or prior to the related Interest Payment Date, then any accrued and unpaid interest shall be paid to the Person in whose name such Security was registered at the close of business on such Regular Record Date. If any Security called for redemption shall not be so paid upon surrender for redemption because of the failure of the Company to comply with the preceding paragraph, interest shall be paid on the unpaid principal from the Redemption Date until such principal is paid, and to the extent lawful on any interest not paid on such unpaid principal, in each case at the rate provided in the Securities and in Section 4.01 hereof.

Section 3.06 Securities Redeemed in Part.

Upon surrender of a Security that is redeemed in part, the Company shall issue and, upon the Company’s written request, the Trustee shall authenticate for the Holder at the expense of the Company a new Security equal in principal amount to the unredeemed portion of the Security surrendered.

ARTICLE 4.

COVENANTS

Section 4.01 Payment of Securities.

The Company shall pay or cause to be paid the principal of, premium, if any, and interest on the Securities on the dates and in the manner provided in the Securities. Principal, premium, if any, and interest shall be considered paid on the date due if the Paying Agent, if other than the Company or a Subsidiary thereof, holds as of 10:00 a.m. Eastern Standard Time on the due date money deposited by the Company in immediately available funds and designated for and sufficient to pay all principal, premium, if any, and interest then due.

21

Section 4.02 Maintenance of Office or Agency.

The Company shall maintain in each place of payment for any series of Securities an office or agency (which may be an office of the Trustee or an affiliate of the Trustee, Registrar or co-registrar) where Securities of a series may be surrendered for registration of transfer or for exchange and where notices and demands to or upon the Company in respect of the Securities of such series and this Indenture may be served. The Company shall give prompt written notice to the Trustee of the location, and any change in the location, of such office or agency. If at any time the Company shall fail to maintain any such required office or agency or shall fail to furnish the Trustee with the address thereof, such presentations, surrenders, notices and demands may be made or served at the Corporate Trust Office of the Trustee.

The Company also may from time to time designate one or more other offices or agencies where the Securities of a series may be presented or surrendered for any or all such purposes and may from time to time rescind such designations; provided, however, that no such designation or rescission shall in any manner relieve the Company of its obligation to maintain an office or agency in each place of payment for Securities of any series for such purposes. The Company shall give prompt written notice to the Trustee of any such designation or rescission and of any change in the location of any such other office or agency.

With respect to any Global Security, and except as otherwise may be specified for such Global Security as contemplated by Section 2.03(a) hereof, the Corporate Trust Office for the Trustee shall be the place of payment where such Global Security may be presented or surrendered for payment or for registration of transfer or exchange, or where successor Securities may be delivered in exchange therefore, provided, however, that any such payment, presentation, surrender or delivery effected pursuant to the procedures of the Depositary for such Global Security shall be deemed to have been effected at the place of payment for such Global Security in accordance with the provisions of this Indenture.

The Company hereby designates the Corporate Trust Office of the Trustee as one such office or agency of the Company in accordance with Section 2.04 hereof.

Section 4.03 Reports.

Whether or not required by the rules and regulations of the SEC, so long as any Securities of any series are outstanding, the Company shall furnish to the Holders of such series of Securities (i) all quarterly and annual financial information that would be required to be contained in a filing with the SEC on Forms 10-Q and 10-K if the Company were required to file such forms, including a “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and, with respect to the annual information only, a report thereon by the Company’s certified independent accountants and (ii) all current reports that would be required to be filed with the SEC on Form 8-K if the Company were required to file such reports, in each case, within the time periods specified in the SEC’s rules and regulations. In addition, whether or not required by the rules and regulations of the SEC, the Company shall file a copy of all such information and reports with the SEC for public availability within the time periods specified in the SEC’s rules and regulations (unless the SEC will not accept such a filing) and make such information available to securities analysts and prospective investors upon request. The Company shall at all times comply with TIA §314(a).

Section 4.04 Compliance Certificate.

(a) The Company and each Guarantor, if any, (to the extent that such Guarantor is so required under the TIA) shall deliver to the Trustee, within 120 days after the end of each fiscal year, an Officers’ Certificate stating that a review of the activities of the Company and its Subsidiaries during the preceding fiscal year

22

has been made under the supervision of the signing Officers with a view to determining whether the Company has kept, observed, performed and fulfilled its obligations under this Indenture, and further stating, as to each such Officer signing such certificate, that to the best of his or her knowledge the Company has kept, observed, performed and fulfilled each and every covenant contained in this Indenture and is not in default in the performance or observance of any of the terms, provisions and conditions of this Indenture (or, if a Default or Event of Default shall have occurred, describing all such Defaults or Events of Default of which he or she may have knowledge and what action the Company is taking or proposes to take with respect thereto) and that to the best of his or her knowledge no event has occurred and remains in existence by reason of which payments on account of the principal of or interest, if any, on the Securities is prohibited or if such event has occurred, a description of the event and what action the Company is taking or proposes to take with respect thereto.

Section 4.05 Corporate Existence.

Subject to Article 5 hereof, the Company shall do or cause to be done all things necessary to preserve and keep in full force and effect (i) its corporate existence in accordance with the organizational documents (as the same may be amended from time to time) of the Company and (ii) the rights (charter and statutory), licenses and franchises of the Company; provided, however, that the Company shall not be required to preserve any such right, license or franchise if the Board of Directors of the Company shall determine that the preservation thereof is no longer desirable in the conduct of the business of the Company and its Restricted Subsidiaries, taken as a whole.

Section 4.06 Stay, Extension and Usury Laws.

The Company and each of the Guarantors covenants (to the extent that it may lawfully do so) that it shall not at any time insist upon, plead, or in any manner whatsoever claim or take the benefit or advantage of, any stay, extension or usury law wherever enacted, now or at any time hereafter in force, that may affect the covenants or the performance of this Indenture; and the Company and each of the Guarantors (to the extent that it may lawfully do so) hereby expressly waives all benefit or advantage of any such law, and covenants that it shall not, by resort to any such law, hinder, delay or impede the execution of any power herein granted to the Trustee, but shall suffer and permit the execution of every such power as though no such law has been enacted.

ARTICLE 5.

SUCCESSORS

Section 5.01 Merger, Consolidation or Sale of Assets.

Unless otherwise specified as contemplated by Section 2.03(a) hereof, the Company shall not, directly or indirectly: (1) consolidate or merge with or into another Person (whether or not the Company is the surviving corporation); or (2) sell, assign, transfer, convey or otherwise dispose of all or substantially all of the properties or assets of the Company and its Restricted Subsidiaries taken as a whole, in one or more related transactions, to another Person; unless:

(a) either: (i) the Company is the surviving corporation; or (ii) the Person formed by or surviving any such consolidation or merger (if other than the Company) or to which such sale, assignment, transfer, conveyance or other disposition has been made is a corporation organized or existing under the laws of the United States, any state of the United States or the District of Columbia; or

23

(b) the Person formed by or surviving any such consolidation or merger (if other than the Company) or the Person to which such sale, assignment, transfer, conveyance or other disposition has been made assumes all the obligations of the Company under the Securities and this Indenture pursuant to a supplemental indenture reasonably satisfactory to the Trustee.

In addition, the Company may not, directly or indirectly, lease all or substantially all of the properties or assets of the Company and its Restricted Subsidiaries, taken as a whole, in one or more related transactions, to any other Person. This Section 5.01 will not apply to a sale, assignment, transfer, conveyance or other disposition of assets between or among the Company and any of the Guarantors, as applicable.

Section 5.02 Successor Corporation Substituted.

Upon any consolidation or merger, or any sale, assignment, transfer, conveyance, transfer or other disposition of all or substantially all of the properties or assets of the Company and its Restricted Subsidiaries, taken as a whole in accordance with the provisions of Section 5.01 hereof, the successor Person formed by such consolidation or into which the Company is merged or to which such sale, assignment, transfer, conveyance or other disposition is made, shall succeed to, and be substituted for, and may exercise every right and power of, the Company under this Indenture with the same effect as if such successor had been named as the Company therein. When a successor assumes all the obligations of its predecessor under this Indenture and the Securities following a consolidation or merger, or any sale, assignment, transfer, conveyance, transfer or other disposition of 90% or more of the assets of the predecessor in accordance with the foregoing provisions, the predecessor shall be released from those obligations.

ARTICLE 6.

DEFAULTS AND REMEDIES

Section 6.01 Events of Default.

Unless otherwise specified as contemplated by Section 2.03(a) hereof with respect to any series of Securities, an “Event of Default” occurs, with respect to each series of Securities individually, if:

(a) the Company defaults in the payment when due of interest on the Securities of such series and such default continues for a period of 30 days;

(b) the Company defaults in the payment when due of principal of or premium, if any, on the Securities of such series when the same becomes due and payable at maturity, upon redemption or otherwise;

(c) the Company fails to comply with any of the provisions of Section 5.01 hereof if applicable to such series of Securities;

(d) the Company fails to observe or perform any other covenant or other agreement in this Indenture applicable to such series of Securities or the Securities of such series for 60 days after notice to the Company by the Trustee or the Holders of at least 25% in aggregate principal amount of the Securities of such series then outstanding voting as a single class;

24

(e) the Company or any of its Restricted Subsidiaries that is a Significant Subsidiary pursuant to or within the meaning of Bankruptcy Law:

(i) commences a voluntary case,

(ii) consents to the entry of an order for relief against it in an involuntary case,

(iii) consents to the appointment of a custodian of it or for all or substantially all of its property,

(iv) makes a general assignment for the benefit of its creditors, or

(v) generally is not paying its debts as they become due;

(f) a court of competent jurisdiction enters an order or decree under any Bankruptcy Law that:

(i) is for relief against the Company or any of its Restricted Subsidiaries that is a Significant Subsidiary in an involuntary case;

(ii) appoints a custodian of the Company or any of its Restricted Subsidiaries or for all or substantially all of the property of the Company or any of its Restricted Subsidiaries that is a Significant Subsidiary; or

(iii) orders the liquidation of the Company or any of its Restricted Subsidiaries that is a Significant Subsidiary;

and the order or decree remains unstayed and in effect for 60 consecutive days;

(g) except as permitted by this Indenture, any Security Guarantee relating to such series of Securities is held in any final, non-appealable judicial proceeding to be unenforceable or invalid or shall cease for any reason to be in full force and effect or any Guarantor relating to such series of Securities, or any Person acting on behalf of any such Guarantor, shall deny or disaffirm its obligations under such Guarantor’s Security Guarantee (unless such Guarantor could be released from its Guarantee in accordance with this Indenture and as specified pursuant to Section 2.03(a) hereof); or

(h) any other Event of Default provided with respect to the Securities of that series, which is specified in a supplemental indenture hereto or an Officers’ Certificate, in accordance with Section 2.03(a) hereof.

Section 6.02 Acceleration.

If any Event of Default occurs and is continuing, the Trustee or the Holders of at least 25% in principal amount of the then outstanding Securities of that series may declare all the Securities of that series to be due and payable immediately. Upon any such declaration, the Securities of that series shall become due and payable immediately. The Holders of a majority in aggregate principal amount of the then outstanding Securities of a series by written notice to the Trustee may on behalf of all of the Holders of such series of Securities rescind an acceleration and its consequences if all existing Events of Default (except nonpayment of principal, interest or premium that has become due solely because of the acceleration) have been cured or waived.

25

Section 6.03 Other Remedies.

If an Event of Default with respect to a series of Securities occurs and is continuing, the Trustee may pursue any available remedy to collect the payment of principal, premium, if any, and interest on the Securities of such series or to enforce the performance of any provision of the Securities of such series or this Indenture.

The Trustee may maintain a proceeding even if it does not possess any of the Securities of a series or does not produce any of them in the proceeding. A delay or omission by the Trustee or any Holder of a Security of such series in exercising any right or remedy accruing upon an Event of Default shall not impair the right or remedy or constitute a waiver of or acquiescence in the Event of Default. All remedies are cumulative to the extent permitted by law.

Section 6.04 Waiver of Past Defaults.

Holders of not less than a majority in aggregate principal amount of the then outstanding Securities of a series by notice to the Trustee may on behalf of the Holders of all of the Securities of such series waive an existing Default or Event of Default and its consequences hereunder, except a continuing Default or Event of Default in the payment of the principal of, premium, if any, or interest on, the Securities of that series (including in connection with an offer to purchase) (provided, however, that the Holders of a majority in aggregate principal amount of the then outstanding Securities of a series may rescind an acceleration and its consequences, including any related payment default that resulted from such acceleration). Upon any such waiver, such Default shall cease to exist, and any Event of Default arising therefrom shall be deemed to have been cured for every purpose of this Indenture; but no such waiver shall extend to any subsequent or other Default or impair any right consequent thereon.

Section 6.05 Control by Majority.

Holders of a majority in principal amount of the then outstanding Securities of any series may direct the time, method and place of conducting any proceeding for exercising any remedy available to the Trustee or exercising any trust or power conferred on it. However, the Trustee may refuse to follow any direction that conflicts with law or this Indenture that the Trustee determines may be unduly prejudicial to the rights of other Holders of such Securities or that may involve the Trustee in personal liability.

Section 6.06 Limitation on Suits.

A Holder of any Security of any series may pursue a remedy with respect to this Indenture or such series of Securities only if:

(a) the Holder of a Security of such series gives to the Trustee written notice of a continuing Event of Default;

(b) the Holders of at least 25% in principal amount of the then outstanding Securities of such series make a written request to the Trustee to pursue the remedy;

(c) the Holder of a Security of such series or Holders of Securities of such series offer and, if requested, provide to the Trustee indemnity satisfactory to the Trustee against any loss, liability or expense;

26

(d) the Trustee does not comply with the request within 60 days after receipt of the request and the offer and, if requested, the provision of indemnity; and

(e) during such 60-day period the Holders of a majority in principal amount of the then outstanding Securities of such series do not give the Trustee a direction inconsistent with the request.

A Holder of any Security may not use this Indenture to prejudice the rights of another Holder or to obtain a preference or priority over another Holder.

Section 6.07 Rights of Holders of Securities to Receive Payment and Convert.

Notwithstanding any other provision of this Indenture, the Holder of any Security shall have the right to receive payment of principal of, premium, if any, and interest on such Security, on or after the respective due dates expressed in such Security (including in connection with an offer to purchase), or to bring suit for the enforcement of any such payment on or after such respective dates shall not be impaired or affected without the consent of such Holder.

Section 6.08 Collection Suit by Trustee.

If an Event of Default specified in Section 6.01(a) or (b) hereof occurs and is continuing, the Trustee is authorized to recover judgment in its own name and as trustee of an express trust against the Company for the whole amount of principal of, premium, if any, and interest remaining unpaid on the Securities of any series and interest on overdue principal and, to the extent lawful, interest and such further amount as shall be sufficient to cover the costs and expenses of collection, including the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel.

Section 6.09 Trustee May File Proofs of Claim.

The Trustee is authorized to file such proofs of claim and other papers or documents as may be necessary or advisable in order to have the claims of the Trustee (including any claim for the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel) and the Holders of the Securities of any series allowed in any judicial proceedings relative to the Company (or any other obligor upon the Securities of that series), its creditors or its property and shall be entitled and empowered to collect, receive and distribute any money or other property payable or deliverable on any such claims and any custodian in any such judicial proceeding is hereby authorized by each Holder to make such payments to the Trustee, and in the event that the Trustee shall consent to the making of such payments directly to the Holders, to pay to the Trustee any amount due to it for the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel, and any other amounts due the Trustee under Section 7.07 hereof. To the extent that the payment of any such compensation, expenses, disbursements and advances of the Trustee, its agents and counsel, and any other amounts due the Trustee under Section 7.07 hereof out of the estate in any such proceeding, shall be denied for any reason, payment of the same shall be secured by a Lien on, and shall be paid out of, any and all distributions, dividends, money, securities and other properties that the Holders may be entitled to receive in such proceeding whether in liquidation or under any plan of reorganization or arrangement or otherwise. Nothing herein contained shall be deemed to authorize the Trustee to authorize or consent to or accept or adopt on behalf of any Holder any plan of reorganization, arrangement, adjustment or composition affecting the Securities or the rights of any Holder, or to authorize the Trustee to vote in respect of the claim of any Holder in any such proceeding.

27

Section 6.10 Priorities.

If the Trustee collects any money pursuant to this Article 6, it shall pay out the money in the following order:

First: to the Trustee, its agents and attorneys for amounts due under Section 7.07 hereof, including payment of all compensation, expense and liabilities incurred, and all advances made, by the Trustee and the costs and expenses of collection;

Second: to Holders of Securities for amounts due and unpaid on the Securities of any series for principal, premium, if any, and interest, ratably, without preference or priority of any kind, according to the amounts due and payable on the Securities of that series for principal, premium, if any and interest, respectively; and

Third: to the Company or to such party as a court of competent jurisdiction shall direct.

The Trustee may fix a record date and payment date for any payment to Holders of Securities pursuant to this Section 6.10.

Section 6.11 Undertaking for Costs.

In any suit for the enforcement of any right or remedy under this Indenture or in any suit against the Trustee for any action taken or omitted by it as a Trustee, a court in its discretion may require the filing by any party litigant in the suit of an undertaking to pay the costs of the suit, and the court in its discretion may assess reasonable costs, including reasonable attorneys’ fees, against any party litigant in the suit, having due regard to the merits and good faith of the claims or defenses made by the party litigant. This Section 6.11 does not apply to a suit by the Trustee, a suit by a Holder of a Security of any series pursuant to Section 6.07 hereof, or a suit by Holders of more than 10% in principal amount of the then outstanding Securities of any series.

ARTICLE 7.

TRUSTEE

Section 7.01 Duties of Trustee.

(a) If an Event of Default with respect to the Securities of any series has occurred and is continuing, the Trustee shall exercise such of the rights and powers vested in it by this Indenture, and use the same degree of care and skill in its exercise, as a prudent person would exercise or use under the circumstances in the conduct of such person’s own affairs.

(b) With respect to the Securities of any series, except during the continuance of an Event of Default with respect to Securities of such series:

(i) the duties of the Trustee shall be determined solely by the express provisions of this Indenture and the Trustee need perform only those duties that are specifically set forth in this Indenture and no others, and no implied covenants or obligations shall be read into this Indenture against the Trustee; and

28

(ii) in the absence of bad faith on its part, the Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon certificates or opinions furnished to the Trustee and conforming to the requirements of this Indenture. However, the Trustee shall examine the certificates and opinions to determine whether or not they conform to the requirements of this Indenture.

(c) The Trustee may not be relieved from liabilities for its own negligent action, its own negligent failure to act, or its own willful misconduct, except that:

(i) this paragraph does not limit the effect of paragraph (b) of this Section 7.01;

(ii) the Trustee shall not be liable for any error of judgment made in good faith by a Responsible Officer, unless it is proved that the Trustee was negligent in ascertaining the pertinent facts; and

(iii) the Trustee shall not be liable with respect to any action it takes or omits to take in good faith in accordance with a direction received by it pursuant to Section 6.05 hereof.

(d) Whether or not therein expressly so provided, every provision of this Indenture that in any way relates to the Trustee is subject to paragraphs (a), (b), and (c) of this Section 7.01.

(e) No provision of this Indenture shall require the Trustee to expend or risk its own funds or incur any liability. The Trustee shall be under no obligation to exercise any of its rights and powers under this Indenture at the request of any Holders, unless such Holder shall have offered to the Trustee security and indemnity satisfactory to it against any loss, liability or expense.

(f) The Trustee shall not be liable for interest on any money received by it except as the Trustee may agree in writing with the Company. Money held in trust by the Trustee need not be segregated from other funds except to the extent required by law.

Section 7.02 Rights of Trustee.

(a) The Trustee may conclusively rely upon any document believed by it to be genuine and to have been signed or presented by the proper Person. The Trustee need not investigate any fact or matter stated in the document.

(b) Before the Trustee acts or refrains from acting, it may require an Officers’ Certificate or an Opinion of Counsel or both. The Trustee shall not be liable for any action it takes or omits to take in good faith in reliance on such Officers’ Certificate or Opinion of Counsel. The Trustee may consult with counsel and the written advice of such counsel or any Opinion of Counsel shall be full and complete authorization and protection from liability in respect of any action taken, suffered or omitted by it hereunder in good faith and in reliance thereon.

(c) The Trustee may act through its attorneys and agents and shall not be responsible for the misconduct or negligence of any agent appointed with due care.

(d) The Trustee shall not be liable for any action it takes or omits to take in good faith that it believes to be authorized or within the rights or powers conferred upon it by this Indenture.

29

(e) Unless otherwise specifically provided in this Indenture, any demand, request, direction or notice from the Company or any Guarantor, if applicable, shall be sufficient if signed by an Officer of the Company or Guarantor, as applicable.

(f) The Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Indenture at the request or direction of any of the Holders unless such Holders shall have offered to the Trustee reasonable security or indemnity against the costs, expenses and liabilities that might be incurred by it in compliance with such request or direction.

Section 7.03 Individual Rights of Trustee.

The Trustee in its individual or any other capacity may become the owner or pledgee of Securities and may otherwise deal with the Company or any Affiliate of the Company with the same rights it would have if it were not Trustee. However, in the event that the Trustee acquires any conflicting interest, it must eliminate such conflict within 90 days, apply to the SEC for permission to continue as Trustee or resign. Any Agent may do the same with like rights and duties. The Trustee is also subject to Sections 7.10 and 7.11 hereof.

Section 7.04 Trustee’s Disclaimer.

The Trustee shall not be responsible for and makes no representation as to the validity or adequacy of this Indenture or the Securities, it shall not be accountable for the Company’s use of the proceeds from the Securities or any money paid to the Company or upon the Company’s direction under any provision of this Indenture, it shall not be responsible for the use or application of any money received by any Paying Agent other than the Trustee, and it shall not be responsible for any statement or recital herein or any statement in the Securities or any other document in connection with the sale of the Securities or pursuant to this Indenture other than its certificate of authentication.

Section 7.05 Notice of Defaults.

If a Default or Event of Default occurs and is continuing with respect to a series of Securities and if it is known to the Trustee, the Trustee shall mail to Holders of Securities of such series a notice of the Default or Event of Default within 90 days after it occurs. Except in the case of a Default or Event of Default in payment of principal of, premium, if any, or interest on any Security, the Trustee may withhold the notice if and so long as a committee of its Responsible Officers in good faith determines that withholding the notice is in the interests of the Holders of the Securities.

Section 7.06 Reports by Trustee to Holders of the Securities.

Within 60 days after each              beginning with the              following the date of this Indenture, and for so long as Securities of any series remain outstanding, the Trustee shall mail to the Holders of the Securities of such series a brief report dated as of such reporting date that complies with TIA §313(a) (but if no event described in TIA §313(a) has occurred within the twelve months preceding the reporting date, no report need be transmitted). The Trustee also shall comply with TIA §313(b)(2). The Trustee also shall transmit by mail all reports as required by TIA § 313(c).

A copy of each report at the time of its mailing to the Holders of Securities shall be mailed to the Company and filed with the SEC and each stock exchange on which the Securities are listed in accordance with TIA § 313(d). The Company shall promptly notify the Trustee when the Securities are listed on any stock exchange.

30

Section 7.07 Compensation and Indemnity.

The Company shall pay to the Trustee from time to time reasonable compensation for its acceptance of this Indenture and services hereunder. The Trustee’s compensation shall not be limited by any law on compensation of a trustee of an express trust. The Company shall reimburse the Trustee promptly upon request for all reasonable disbursements, advances and expenses incurred or made by it in addition to the compensation for its services. Such expenses shall include the reasonable compensation, disbursements and expenses of the Trustee’s agents and counsel.

The Company shall indemnify the Trustee against any and all losses, liabilities or expenses incurred by it arising out of or in connection with the acceptance or administration of its duties under this Indenture, including the costs and expenses of enforcing this Indenture against the Company (including this Section 7.07) and defending itself against any claim (whether asserted by the Company or any Holder or any other person) or liability in connection with the exercise or performance of any of its powers or duties hereunder, except to the extent any such loss, liability or expense may be attributable to its negligence or bad faith. The Trustee shall notify the Company promptly of any claim for which it may seek indemnity. Failure by the Trustee to so notify the Company shall not relieve the Company of its obligations hereunder. The Company shall defend the claim and the Trustee shall cooperate in the defense. The Trustee may have separate counsel and the Company shall pay the reasonable fees and expenses of such counsel. The Company need not pay for any settlement made without its consent, which consent shall not be unreasonably withheld.

The obligations of the Company under this Section 7.07 shall survive the satisfaction and discharge of this Indenture.

To secure the Company’s payment obligations in this Section 7.07, the Trustee shall have a Lien prior to the Securities on all money or property held or collected by the Trustee, except that held in trust to pay principal and interest on particular Securities. Such Lien shall survive the satisfaction and discharge of this Indenture.

When the Trustee incurs expenses or renders services after an Event of Default specified in Section 6.01(e) or (f) hereof occurs, the expenses and the compensation for the services (including the fees and expenses of its agents and counsel) are intended to constitute expenses of administration under any Bankruptcy Law.

The Trustee shall comply with the provisions of TIA §313(b)(2) to the extent applicable.

Section 7.08 Replacement of Trustee.

A resignation or removal of the Trustee and appointment of a successor Trustee shall become effective only upon the successor Trustee’s acceptance of appointment as provided in this Section 7.08.

The Trustee may resign in writing at any time and be discharged from the trust hereby created by so notifying the Company. The Holders of a majority in principal amount of the then outstanding Securities of any series may remove the Trustee by so notifying the Trustee and the Company in writing. The Company may remove the Trustee if:

(a) the Trustee fails to comply with Section 7.10 hereof;

31

(b) the Trustee is adjudged a bankrupt or an insolvent or an order for relief is entered with respect to the Trustee under any Bankruptcy Law;

(c) a custodian or public officer takes charge of the Trustee or its property; or

(d) the Trustee becomes incapable of acting.

If the Trustee resigns or is removed or if a vacancy exists in the office of Trustee for any reason, the Company shall promptly appoint a successor Trustee. Within one year after the successor Trustee takes office, the Holders of a majority in principal amount of the then outstanding Securities of any series may appoint a successor Trustee to replace the successor Trustee appointed by the Company.

If a successor Trustee does not take office within 60 days after the retiring Trustee resigns or is removed, the retiring Trustee, the Company, or the Holders of at least 10% in principal amount of the then outstanding Securities of any series may petition any court of competent jurisdiction for the appointment of a successor Trustee.

If the Trustee, after written request by any Holder who has been a Holder for at least six months, fails to comply with Section 7.10 hereof, such Holder may petition any court of competent jurisdiction for the removal of the Trustee and the appointment of a successor Trustee.

A successor Trustee shall deliver a written acceptance of its appointment to the retiring Trustee and to the Company. Thereupon, the resignation or removal of the retiring Trustee shall become effective, and the successor Trustee shall have all the rights, powers and duties of the Trustee under this Indenture. The successor Trustee shall mail a notice of its succession to Holders. The retiring Trustee shall promptly transfer all property held by it as Trustee to the successor Trustee, provided all sums owing to the Trustee hereunder have been paid and subject to the Lien provided for in Section 7.07 hereof. Notwithstanding replacement of the Trustee pursuant to this Section 7.08, the Company’s obligations under Section 7.07 hereof shall continue for the benefit of the retiring Trustee.

Section 7.09 Successor Trustee by Merger, etc.

If the Trustee consolidates, merges or converts into, or transfers all or substantially all of its corporate trust business to, another corporation, the successor corporation without any further act shall be the successor Trustee.

Section 7.10 Eligibility; Disqualification.

There shall at all times be a Trustee hereunder that is a corporation organized and doing business under the laws of the United States of America or of any state thereof that is authorized under such laws to exercise corporate trustee power, that is subject to supervision or examination by federal or state authorities and that has a combined capital and surplus of at least $100 million as set forth in its most recent published annual report of condition.

This Indenture shall always have a Trustee who satisfies the requirements of TIA §310(a)(1), (2) and (5). The Trustee is subject to TIA § 310(b).

Section 7.11 Preferential Collection of Claims Against Company.

32

The Trustee is subject to TIA §311(a), excluding any creditor relationship listed in TIA §311(b). A Trustee who has resigned or been removed shall be subject to TIA §311(a) to the extent indicated therein.

ARTICLE 8.

LEGAL DEFEASANCE AND COVENANT DEFEASANCE

Section 8.01 Option to Effect Legal Defeasance or Covenant Defeasance.

Unless otherwise specified as contemplated by Section 2.03(a) hereof with respect to Securities of a particular series, the Company may elect, at its option, at any time, to have either Section 8.02 or 8.03 hereof be applied to all outstanding Securities of any series designated pursuant to Section 2.03(a) hereof as being defeasible (the “Defeased Securities”) in accordance with any additional requirements provided pursuant to Section 2.03(a) hereof and upon compliance with the conditions set forth below in this Article 8. Any such election shall be evidenced by a Board Resolution set forth in an Officers’ Certificate or in another manner specified as contemplated by Section 2.03(a) hereof for such Securities.

Section 8.02 Legal Defeasance and Discharge.

Upon the Company’s exercise under Section 8.01 hereof of the option (if any) to have this Section 8.02 applied to any Securities of any series, the Company shall, subject to the satisfaction of the conditions set forth in Section 8.04 hereof, be deemed to have been discharged from its obligations with respect to all outstanding Defeased Securities on the date the conditions set forth below are satisfied (hereinafter, “Legal Defeasance”). For this purpose, Legal Defeasance means that the Company shall be deemed to have paid and discharged the entire Indebtedness represented by the outstanding Defeased Securities, which shall thereafter be deemed to be “outstanding” only for the purposes of Section 8.05 hereof and the other Sections of this Indenture referred to in (a) and (b) below, and to have satisfied all its other obligations under such Defeased Securities and this Indenture (and the Trustee, on demand of and at the expense of the Company, shall execute proper instruments acknowledging the same), except for the following provisions which shall survive until otherwise terminated or discharged hereunder: (a) the rights of Holders of outstanding Defeased Securities to receive solely from the trust fund under Section 8.04 hereof, and as more fully set forth in such Section, payments in respect of the principal of, premium, if any, and interest on such Defeased Securities when such payments are due, (b) the Company’s obligations with respect to such Defeased Securities under Article 2 and Section 4.02 hereof, (c) the rights, powers, trusts, duties and immunities of the Trustee hereunder and the Company’s obligations in connection therewith and (d) this Article 8. Subject to compliance with this Article 8, the Company may exercise its option under this Section 8.02 notwithstanding the prior exercise of its option under Section 8.03 hereof.

Section 8.03 Covenant Defeasance.

Upon the Company’s exercise under Section 8.01 hereof of the option (if any) to have this Section 8.03 applied to any Securities of any series, the Company and, if applicable, each Guarantor shall, subject to the satisfaction of the conditions set forth in Section 8.04 hereof, be released from its obligations under Sections 4.03 and 4.06 hereof and Articles 5 and 12 hereof and such other provisions as may be provided as contemplated by Section 2.03(a) hereof with respect to Securities of a particular series and with respect to the outstanding Defeased Securities on and after the date the conditions set forth in Section 8.04 hereof are satisfied (hereinafter, “Covenant Defeasance”), and the Defeased Securities shall thereafter be deemed not “outstanding” for the purposes of any direction, waiver, consent or declaration or act of Holders of such Defeased Securities (and the consequences of any thereof) in connection with such covenants, but shall continue to be deemed “outstanding” for all other purposes hereunder (it being understood that such

33

Defeased Securities shall not be deemed outstanding for accounting purposes). For this purpose, Covenant Defeasance means that, with respect to the outstanding Defeased Securities, the Company and, if applicable, each Guarantor may omit to comply with and shall have no liability in respect of any term, condition or limitation set forth in any such covenant, whether directly or indirectly, by reason of any reference elsewhere herein to any such covenant or by reason of any reference in any such covenant to any other provision herein or in any other document and such omission to comply shall not constitute a Default or an Event of Default under Section 6.01 hereof, but, except as specified above, the remainder of this Indenture and such Defeased Securities shall be unaffected thereby. In addition, upon the Company’s exercise under Section 8.01 hereof of the option applicable to this Section 8.03 hereof, subject to the satisfaction of the conditions set forth in Section 8.04 hereof and Sections 6.01(c), (d) and (g) hereof shall not constitute Events of Default.

Section 8.04 Conditions to Legal or Covenant Defeasance.

The following shall be the conditions to the application of either Section 8.02 or 8.03 hereof to a series of outstanding Securities:

Unless otherwise specified as contemplated by Section 2.03(a) hereof with respect to any series of Securities, in order to exercise either Legal Defeasance or Covenant Defeasance:

(a) the Company must irrevocably deposit with the Trustee, in trust, for the benefit of the Holders, cash in U.S. dollars (if the U.S. dollar is the currency in which the Securities of such series are payable), non-callable Government Securities, or a combination thereof, in such amounts as will be sufficient, in the opinion of a nationally recognized firm of independent public accountants, to pay the principal of, premium, if any, and interest on the outstanding Securities of such series on the stated date for payment thereof or on the applicable redemption date, as the case may be and the Company shall have specified whether the Securities of such series are being defeased to maturity or to a particular redemption date;

(b) in the case of an election under Section 8.02 hereof, the Company shall have delivered to the Trustee an Opinion of Counsel confirming that (A) the Company has received from, or there has been published by, the Internal Revenue Service a ruling or (B) since the date this Indenture was first executed, there has been a change in the applicable federal income tax law, in either case to the effect that, and based thereon such Opinion of Counsel shall confirm that, the Holders of the outstanding Securities of such series will not recognize income, gain or loss for federal income tax purposes as a result of such Legal Defeasance and will be subject to federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Legal Defeasance had not occurred; and

(c) in the case of an election under Section 8.03 hereof, the Company shall have delivered to the Trustee an Opinion of Counsel confirming that the Holders of the outstanding Securities of such series will not recognize income, gain or loss for federal income tax purposes as a result of such Covenant Defeasance and will be subject to federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Covenant Defeasance had not occurred.

Section 8.05 Deposited Money and Government Securities to be Held in Trust; Other Miscellaneous Provisions.

34

Subject to Section 8.06 hereof, all money and non-callable Government Securities (including the proceeds thereof) deposited with the Trustee (or other qualifying trustee, collectively for purposes of this Section 8.05, the “Trustee”) pursuant to Section 8.04 hereof in respect of the outstanding Defeased Securities shall be held in trust and applied by the Trustee, in accordance with the provisions of such Defeased Securities and this Indenture, to the payment, either directly or through any Paying Agent (including the Company acting as Paying Agent) as the Trustee may determine, to the Holders of such Defeased Securities of all sums due and to become due thereon in respect of principal, premium, if any, and interest, but such money need not be segregated from other funds except to the extent required by law.

The Company shall pay and indemnify the Trustee against any tax, fee or other charge imposed on or assessed against the cash or non-callable Government Securities deposited pursuant to Section 8.04 hereof or the principal and interest received in respect thereof other than any such tax, fee or other charge which by law is for the account of the Holders of the outstanding Defeased Securities.

Anything in this Article 8 to the contrary notwithstanding, the Trustee shall deliver or pay to the Company from time to time upon the request of the Company any money or non-callable Government Securities held by it as provided in Section 8.04 hereof which in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee are in excess of the amount thereof that would then be required to be deposited to effect an equivalent Legal Defeasance or Covenant Defeasance.

Section 8.06 Repayment to Company.

Any money deposited with the Trustee or any Paying Agent, or then held by the Company, in trust for the payment of the principal of, premium, if any, or interest on any Securities of a series and remaining unclaimed for two years after such principal, and premium, if any, or interest has become due and payable shall be paid to the Company on its request or (if then held by the Company) shall be discharged from such trust; and the Holder of such series of Securities shall thereafter look only to the Company for payment thereof, and all liability of the Trustee or such Paying Agent with respect to such trust money, and all liability of the Company as trustee thereof, shall thereupon cease; provided, however, that the Trustee or such Paying Agent, before being required to make any such repayment, may at the expense of the Company cause to be published once, in The New York Times and The Wall Street Journal (national edition), notice that such money remains unclaimed and that, after a date specified therein, which shall not be less than 30 days from the date of such notification or publication, any unclaimed balance of such money then remaining will be repaid to the Company.

Section 8.07 Reinstatement.

If the Trustee or Paying Agent is unable to apply any cash or non-callable Government Securities in accordance with Section 8.02 or 8.03 hereof, as the case may be, by reason of any order or judgment of any court or governmental authority enjoining, restraining or otherwise prohibiting such application, then the Company’s obligations under this Indenture and the Defeased Securities shall be revived and reinstated as though no deposit had occurred pursuant to Section 8.02 or 8.03 hereof until such time as the Trustee or Paying Agent is permitted to apply all such money in accordance with Section 8.02 or 8.03 hereof, as the case may be; provided, however, that, if the Company makes any payment of principal of, premium, if any, or interest on any Defeased Securities following the reinstatement of its obligations, the Company shall be subrogated to the rights of the Holders of such Defeased Securities to receive such payment from the money held by the Trustee or Paying Agent.

35

ARTICLE 9.

AMENDMENT, SUPPLEMENT AND WAIVER

Section 9.01 Without Consent of Holders of Securities.

Notwithstanding Section 9.02 hereof, the Company, the Guarantors, if any and if applicable, and the Trustee at any time and from time to time may amend this Indenture or enter into one or more indentures supplemental hereto without the consent of any Holder of a Security for any of the following purposes:

(a) to cure any ambiguity, defect or inconsistency;

(b) to provide for uncertificated Securities in addition to or in place of certificated Securities in a manner that does not materially adversely affect any Holder;

(c) to provide for the assumption of the Company’s or, if applicable, a Guarantor’s obligations to the Holders of the Securities or a series by a successor pursuant to Article 5 or 12 hereof;

(d) to make any change that would provide any additional rights or benefits to the Holders or that does not adversely affect the legal rights hereunder of any Holder;

(e) to comply with requirements of the SEC in order to effect or maintain the qualification of this Indenture under the TIA;

(f) to add a Guarantor with respect to Securities of any series;

(g) to evidence and provide for the acceptance of appointment hereunder by a successor Trustee with respect to the Securities of one or more series and to add to or change any of the provisions of this Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one Trustee, pursuant to the requirements of Section 7.08 hereof;

(h) to mortgage, pledge, hypothecate or grant a security interest in favor of the Trustee for the benefit of the Holders of Securities of any series as additional security for the payment and performance of the Company’s or, if applicable, a Guarantor’s obligations herein in any property or assets;

(i) to add to, change or eliminate any of the provisions of this Indenture (which addition, change or elimination may apply to one or more series of Securities), provided that, any such addition, change or elimination (A) shall neither (i) apply to any Security of any series created prior to the execution of the supplemental indenture effectuating such addition, change or elimination and entitled to the benefit of such provision nor (ii) modify the rights of the Holder of any such Security with respect to such provision or (B) shall become effective only when there is no such outstanding Security; or

(j) to establish the form and terms of Securities of any series permitted by Sections 2.01 and 2.03(a) hereof, respectively.

Upon the request of the Company accompanied by a Board Resolution authorizing the execution of any such amended or supplemental Indenture, and upon receipt by the Trustee of the documents described in Section 7.02 hereof, the Trustee shall join with the Company and, if applicable, the Guarantors in the execution of any amended or supplemental Indenture authorized or permitted by the terms of this Indenture and to make any further appropriate agreements and stipulations that may be therein contained, but the

36

Trustee shall not be obligated to enter into such amended or supplemental Indenture that affects its own rights, duties or immunities under this Indenture or otherwise.

Section 9.02 With Consent of Holders of Securities.

Except as provided below in this Section 9.02, the Company and the Trustee may amend this Indenture or the Securities of any series with the consent of the Holders of at least a majority in principal amount of the Securities of such series then outstanding voting as a single class (including consents obtained in connection with a tender offer or exchange offer for, or purchase of, such Securities), and, subject to Sections 6.04 and 6.07 hereof, any existing Default or Event of Default with respect to a particular series of Securities (other than a Default or Event of Default in the payment of the principal of, premium, if any, or interest on such Securities, except a payment default resulting from an acceleration that has been rescinded) or compliance with any provision of this Indenture or such Securities may be waived with the consent of the Holders of a majority in principal amount of the then outstanding Securities of such series voting as a single class (including consents obtained in connection with a tender offer or exchange offer for, or purchase of, such Securities).

Upon the request of the Company accompanied by a Board Resolution authorizing the execution of any such amended or supplemental Indenture, and upon the filing with the Trustee of evidence satisfactory to the Trustee of the consent of the Holders of Securities as aforesaid, and upon receipt by the Trustee of the documents described in Section 7.02 hereof, the Trustee shall join with the Company and, if applicable, the Guarantors in the execution of such amended or supplemental Indenture unless such amended or supplemental Indenture directly affects the Trustee’s own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion, but shall not be obligated to, enter into such amended or supplemental Indenture.

It shall not be necessary for the consent of the Holders of Securities under this Section 9.02 to approve the particular form of any proposed amendment or waiver, but it shall be sufficient if such consent approves the substance thereof.

After an amendment, supplement or waiver under this Section 9.02 becomes effective, the Company shall mail to the Holders of Securities affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Company to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such amended or supplemental indenture or waiver. Subject to Sections 6.04 and 6.07 hereof and except as otherwise provided below in this Section 9.02, the Holders of a majority in aggregate principal amount of the Securities of any series then outstanding voting as a single class may waive compliance in a particular instance by the Company with any provision of this Indenture or the Securities of such series. However, without the consent of each Holder affected, an amendment or waiver under this Section 9.02 may not (with respect to any Securities of such series held by a non-consenting Holder):

(a) change the Stated Maturity of, the principal of, or any installment of principal or interest on, any such Security, or reduce the principal amount thereof or the rate of interest thereon or any premium payable upon redemption thereof or reduce the amount of principal of or premium, if any, on any such Discount Security that would be due and payable upon a declaration of acceleration of maturity thereof pursuant to Section 6.02 hereof, or change the place of payment where, or change the coin or currency in which, any principal of, or any installment of interest on, any such Security is payable, or impair the right to institute suit for the enforcement of any such payment on or after the Stated Maturity thereof (or, in the case of redemption, on or after the Redemption Date);

37

(b) reduce the percentage in principal amount of the outstanding Securities of any series, the consent of whose Holders is required for any such amendment or supplemental indenture, or the consent of whose Holders is required for any waiver (of compliance with certain provisions of this Indenture or certain defaults hereunder and their consequences) with respect to the Securities of such series provided for in this Indenture;

(c) modify any of the provisions of this Section 9.02 or Section 6.04 or 6.07 hereof, except to increase the percentage of outstanding Securities of such series required for such actions to provide that certain other provisions of this Indenture cannot be modified or waived without the consent of the Holder of each outstanding Security of a series affected thereby;

(d) release any applicable Guarantor from any of its obligations under its Security Guarantee or this Indenture, except in accordance with the terms of this Indenture; or

(e) change such other matters as may be specified pursuant to Section 2.03(a) hereof.

Section 9.03 Compliance with Trust Indenture Act.

Every amendment or supplement to this Indenture or the Securities of any series shall be set forth in an amended or supplemental Indenture that complies with the TIA as then in effect.

Section 9.04 Revocation and Effect of Consents.

Until an amendment, supplement or waiver becomes effective, a consent to it by a Holder of a Security is a continuing consent by the Holder of a Security and every subsequent Holder of a Security or portion of a Security that evidences the same debt as the consenting Holder’s Security, even if notation of the consent is not made on any Security. However, any such Holder of a Security or subsequent Holder of a Security may revoke the consent as to its Securities if the Trustee receives written notice of revocation before the date the waiver, supplement or amendment becomes effective. An amendment, supplement or waiver becomes effective in accordance with its terms and thereafter binds every Holder.

Section 9.05 Notation on or Exchange of Securities.

The Trustee may place an appropriate notation about an amendment, supplement or waiver on any Security of a series thereafter authenticated. The Company in exchange for all Securities of a series may issue and the Trustee shall, upon receipt of a Company Order, authenticate new Securities of such series that reflect the amendment, supplement or waiver. Failure to make the appropriate notation or issue a new Security shall not affect the validity and effect of such amendment, supplement or waiver.

Section 9.06 Trustee to Sign Amendments, etc.

The Trustee shall sign any amended or supplemental Indenture authorized pursuant to this Article 9 if the amendment or supplement does not adversely affect the rights, duties, liabilities or immunities of the Trustee. The Company may not sign an amendment or supplemental Indenture until the Board of Directors approves it. In executing any amended or supplemental indenture, the Trustee shall be entitled to receive and (subject to Section 7.01 hereof) shall be fully protected in relying upon, in addition to the documents required by Section 14.04 hereof, an Officers’ Certificate and an Opinion of Counsel stating that the execution of such amended or supplemental indenture is authorized or permitted by this Indenture.

38

Section 9.07 Effect of Supplemental Indentures.

Upon the execution of any supplemental indenture under this Article 9, this Indenture shall be modified in accordance therewith, and such supplemental indenture shall form a part of this Indenture for all purposes; and every Holder of Securities theretofore or thereafter authenticated and delivered hereunder shall be bound thereby, except to the extent otherwise set forth thereon.

ARTICLE 10.

SINKING FUNDS

Section 10.01 Applicability of Article.

The provisions of this Article 10 shall be applicable to any sinking fund for the retirement of Securities of a series, except as otherwise specified as contemplated by Section 2.03(a) hereof for Securities of such series.

The minimum amount of any sinking fund payment provided for by the terms of Securities of any series is herein referred to as a “Mandatory Sinking Fund Payment,” and any payment in excess of such minimum amount provided for by the terms of Securities of any series is herein referred to as an “Optional Sinking Fund Payment.” If provided for by the terms of Securities of any series, the cash amount of any sinking fund payment may be subject to reduction as provided in Section 10.02 hereof. Each sinking fund payment shall be applied to the redemption of Securities of any series as provided for by the terms of the Securities of such series.

Section 10.02 Satisfaction of Sinking Fund Payments with Securities.

The Company (a) may deliver outstanding Securities of a series with the same issue date, interest rate and Stated Maturity (other than any previously called for redemption) and (b) may apply as a credit Securities of a series with the same issue date, interest rate and Stated Maturity which have been redeemed either at the election of the Company pursuant to the terms of such Securities or through the application of permitted optional sinking fund payments pursuant to the terms of such Securities, in each case in satisfaction of all or any part of any mandatory sinking fund payment with respect to the Securities of such series with the same issue date, interest rate and Stated Maturity; provided, that such Securities have not been previously so credited. Such Securities shall be received and credited for such purpose by the Trustee at the Redemption Price specified in such Securities for redemption through operation of the sinking fund and the amount of such sinking fund payment shall be reduced accordingly.

Section 10.03 Redemption of Securities for Sinking Fund.

Not less than 60 days (or such shorter period as shall be acceptable to the Trustee) prior to each sinking fund payment date for any series of Securities, the Company will deliver to the Trustee an Officers’ Certificate specifying the amount of the next ensuing sinking fund payment for that series pursuant to the terms of that series, the portion thereof, if any, which is to be satisfied by payment of cash and the portion thereof, if any, which is to be satisfied by delivering and crediting Securities of that series pursuant to Section 10.02 hereof and will also deliver to the Trustee any Securities to be so delivered. Not less than 30 days before each such sinking fund payment date the Trustee shall select the Securities to be redeemed upon such sinking fund payment date in the manner specified in Section 3.02 hereof and cause notice of the redemption thereof to be given in the name of and at the expense of the Company in the manner provided in

39

Section 3.03 hereof. Such notice having been duly given, the redemption of such Securities shall be made upon the terms and in the manner stated in Sections 3.04 and 3.06 hereof.

ARTICLE 11.

SUBORDINATION

Section 11.01 Agreement to Subordinate.

The Company agrees, and each Holder by accepting a Security agrees that, unless otherwise specified as contemplated by Section 2.03(a) hereof, the Indebtedness evidenced by the Security is subordinated in right of payment, to the extent and in the manner provided in this Article 11, to the prior payment in full of all Senior Debt with respect to such Security (whether outstanding on the date hereof or hereafter created, incurred, assumed or guaranteed), and that the subordination is for the benefit of the holders of such Senior Debt.

Section 11.02 Liquidation; Dissolution; Bankruptcy.

Upon any distribution to creditors of the Company in a liquidation or dissolution of the Company or in a bankruptcy, reorganization, insolvency, receivership or similar proceeding relating to the Company or its property, in an assignment for the benefit of creditors or any marshaling of the Company’s assets and liabilities:

(a) holders of Senior Debt shall be entitled to receive payment in full of all Obligations due in respect of such Senior Debt (including interest after the commencement of any such proceeding at the rate specified in the applicable Senior Debt, whether or not allowable as a claim in such proceeding) before Holders of the Securities of a series shall be entitled to receive any payment with respect to such Securities (except that Holders may receive and retain (A) Permitted Junior Securities and (B) payments and other distributions made from any defeasance trust created pursuant to Section 8.01 hereof); and

(b) until all Obligations with respect to Senior Debt (as provided in clause (a) above) are paid in full, any distribution to which Holders of Securities of such series would be entitled but for this Article 11 shall be made to holders of Senior Debt (except that Holders of Securities may receive and retain (A) Permitted Junior Securities and (B) payments and other distributions made from any defeasance trust created pursuant to Section 8.01 hereof), as their interests may appear.

Section 11.03 Default on Designated Senior Debt.

(a) The Company may not make any payment or distribution in respect of the Securities of such series (other than (A) Permitted Junior Securities and (B) payments and other distributions made from any defeasance trust created pursuant to Section 8.01 hereof) if:

(i) a default in the payment of any principal or other Obligations with respect to Designated Senior Debt occurs and is continuing beyond any applicable grace period in the agreement, indenture or other document governing such Designated Senior Debt (a “payment default”); or

(ii) a default, other than a payment default, on Designated Senior Debt occurs and is continuing that then permits holders of the Designated Senior Debt to accelerate its maturity and the Trustee receives a notice of the default (a “Payment Blockage Notice”) from a Person who may give it

40

pursuant to Section 11.12 hereof. If the Trustee receives any such Payment Blockage Notice, no subsequent Payment Blockage Notice shall be effective for purposes of this Section 11.03 unless and until (A) at least 360 days shall have elapsed since the delivery of the immediately prior Payment Blockage Notice and (B) all scheduled payments of principal, premium, if any, and interest, if any, on the Securities that have come due have been paid in full in cash. No nonpayment default that existed or was continuing on the date of delivery of any Payment Blockage Notice to the Trustee shall be, or be made, the basis for a subsequent Payment Blockage Notice unless such default shall have been waived for a period of not less than 90 days.

(b) The Company may and shall resume payments on and distributions in respect of the Securities of such series upon the earlier of:

(i) the date upon which the default is cured or waived or such Designated Senior Debt is discharged or paid in full, or

(ii) in the case of a default referred to in clause (ii) Section 11.03(a) hereof 179 days pass after notice is received if the maturity of such Designated Senior Debt has not been accelerated.

Section 11.04 Acceleration of Securities.

If payment of the Securities of such series is accelerated because of an Event of Default, the Company shall promptly notify holders of Senior Debt of the acceleration.

Section 11.05 When Distribution Must Be Paid Over.

In the event that the Trustee or any Holder receives any payment of any Obligations with respect to the Securities of a series at a time when such payment is prohibited by Section 11.03 hereof, such payment shall be held by the Trustee or such Holder, in trust for the benefit of, and shall be paid forthwith over and delivered, upon written request, to, the holders of Senior Debt with respect to Securities of such series as their interests may appear or their Representative under this Indenture or other agreement (if any) pursuant to which such Senior Debt may have been issued, as their respective interests may appear, for application to the payment of all Obligations with respect to such Senior Debt remaining unpaid to the extent necessary to pay such Obligations in full in accordance with their terms, after giving effect to any concurrent payment or distribution to or for the holders of such Senior Debt.

With respect to the holders of Senior Debt, the Trustee undertakes to perform only such obligations on the part of the Trustee as are specifically set forth in this Article 11, and no implied covenants or obligations with respect to the holders of Senior Debt shall be read into this Indenture against the Trustee. The Trustee shall not be deemed to owe any fiduciary duty to the holders of Senior Debt, and shall not be liable to any such holders if the Trustee shall pay over or distribute to or on behalf of holders or the Company or any other Person money or assets to which any holders of Senior Debt shall be entitled by virtue of this Article 11, except if such payment is made as a result of the willful misconduct or negligence of the Trustee.

41

Section 11.06 Notice by Company.

The Company shall promptly notify the Trustee and the Paying Agent of any facts known to the Company that would cause a payment of any Obligations with respect to the Securities to violate this Article 11, but failure to give such notice shall not affect the subordination of the Securities to Senior Debt as provided in this Article 11.

Section 11.07 Subrogation.

After all Senior Debt is paid in full and until the Securities of a series are paid in full, Holders of Securities of such series shall be subrogated (equally and ratably with all other Indebtedness pari passu with the Securities of such series) to the rights of holders of Senior Debt with respect to Securities of such series to receive distributions applicable to such Senior Debt to the extent that distributions otherwise payable to the Holders of Securities of such series have been applied to the payment of Senior Debt. A distribution made under this Article 11 to holders of Senior Debt that otherwise would have been made to Holders of Securities is not, as between the Company and Holders, a payment by the Company on the Securities.

Section 11.08 Relative Rights.

This Article 11 defines the relative rights of Holders of Securities and holders of Senior Debt. Nothing in this Indenture shall:

(i) impair, as between the Company and Holders of Securities, the obligation of the Company, which is absolute and unconditional, to pay principal of, premium, if any, and interest on the Securities in accordance with their terms;

(ii) affect the relative rights of Holders of Securities and creditors of the Company other than their rights in relation to holders of Senior Debt; or

(iii) prevent the Trustee or any Holder of Securities from exercising its available remedies upon a Default or Event of Default, subject to the rights of holders and owners of Senior Debt to receive distributions and payments otherwise payable to Holders of Securities.

If the Company fails because of this Article 11 to pay principal of, premium, if any, or interest on a Security on the due date, the failure is still a Default or Event of Default.

Section 11.09 Subordination May Not Be Impaired by Company.

No right of any holder of Senior Debt to enforce the subordination of the Indebtedness evidenced by the Securities shall be impaired by any act or failure to act by the Company or by the failure of the Company to comply with this Indenture.

Section 11.10 Distribution or Notice to Representative.

Whenever a distribution is to be made or a notice given to holders of Senior Debt, the distribution may be made and the notice given to their Representative.

Upon any payment or distribution of assets of the Company referred to in this Article 11, the Trustee and the Holders of Securities shall be entitled to rely upon any order or decree made by any court of competent jurisdiction or upon any certificate of such Representative or of the liquidating trustee or agent or

42

other Person making any distribution to the Trustee or to the Holders of Securities for the purpose of ascertaining the Persons entitled to participate in such distribution, the holders of the Senior Debt and other Indebtedness of the Company, the amount thereof or payable thereon, the amount or amounts paid or distributed thereon and all other facts pertinent thereto or to this Article 11.

Section 11.11 Rights of Trustee and Paying Agent.

Notwithstanding the provisions of this Article 11 or any other provision of this Indenture, the Trustee shall not be charged with knowledge of the existence of any facts that would prohibit the making of any payment or distribution by the Trustee, and the Trustee and the Paying Agent may continue to make payments on the Securities, unless the Trustee shall have received at its Corporate Trust Office at least one Business Day prior to the date of such payment written notice of facts that would cause the payment of any Obligations with respect to the Securities to violate this Article 11. Only the Company or a Representative may give the notice. Nothing in this Article 11 shall impair the claims of, or payments to, the Trustee under or pursuant to Section 7.07 hereof.

The Trustee in its individual or any other capacity may hold Senior Debt with the same rights it would have if it were not Trustee. Any Agent may do the same with like rights.

Section 11.12 Authorization to Effect Subordination.

Each Holder of Securities, by the Holder’s acceptance thereof, authorizes and directs the Trustee on such Holder’s behalf to take such action as may be necessary or appropriate to effectuate the subordination as provided in this Article 11, and appoints the Trustee to act as such Holder’s attorney-in-fact for any and all such purposes. If the Trustee does not file a proper proof of claim or proof of debt in the form required in any proceeding referred to in Section 6.09 hereof at least 30 days before the expiration of the time to file such claim, the Representatives are hereby authorized to file an appropriate claim for and on behalf of the Holders of the Securities.

ARTICLE 12.

SECURITY GUARANTEES

Section 12.01 Applicability of this Article.

Except as otherwise specified as contemplated by Section 2.03(a) hereof, the provisions of this Article 12 will be applicable to any series of Securities which is to be guaranteed by one or more Guarantors.

Section 12.02 Guarantee.

Subject to this Article 12, each of the Guarantors hereby, jointly and severally, unconditionally guarantees to each Holder of Securities of a particular series as to which it is a Guarantor authenticated and delivered by the Trustee and to the Trustee and its successors and assigns, irrespective of the validity and enforceability of this Indenture, the Securities of such series or the obligations of the Company hereunder or thereunder, that: (a) the principal of, premium, if any, and interest on the Securities of such series will be promptly paid in full when due, whether at maturity, by acceleration, redemption or otherwise, and interest on the overdue principal of and premium, if any, and interest on the Securities of such series, if any, if lawful, and all other obligations of the Company to the Holders or the Trustee hereunder or thereunder will be promptly paid in full or performed, all in accordance with the terms hereof and thereof; and (b) in case of any extension of time of payment or renewal of any Securities of such series or any of such other

43

obligations, that same will be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at stated maturity, by acceleration or otherwise. Failing payment when due of any amount so guaranteed or any performance so guaranteed for whatever reason, the Guarantors shall be jointly and severally obligated to pay the same immediately. Each Guarantor agrees that this is a guarantee of payment and not a guarantee of collection.

Subject to this Article 12, the Guarantors hereby, jointly and severally, agree that their obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Securities of a series or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Securities of such series with respect to any provisions hereof or thereof, the recovery of any judgment against the Company, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a guarantor. Each Guarantor hereby waives diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of the Company, any right to require a proceeding first against the Company, protest, notice and all demands whatsoever and covenant that this Security Guarantee shall not be discharged except by complete performance of the obligations contained in the Securities of such series and this Indenture.

If any Holder or the Trustee is required by any court or otherwise to return to the Company, the Guarantors or any custodian, trustee, liquidator or other similar official acting in relation to either the Company or the Guarantors, any amount paid by either to the Trustee or such Holder, this Security Guarantee, to the extent theretofore discharged, shall be reinstated in full force and effect.

Each Guarantor agrees that it shall not be entitled to any right of subrogation in relation to the Holders in respect of any obligations guaranteed hereby until payment in full of all obligations guaranteed hereby. Each Guarantor further agrees that, as between the Guarantors, on the one hand, and the Holders and the Trustee, on the other hand, (x) the maturity of the obligations guaranteed hereby may be accelerated as provided in Article 6 hereof for the purposes of this Security Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby, and (y) in the event of any declaration of acceleration of such obligations as provided in Article 6 hereof, such obligations (whether or not due and payable) shall forthwith become due and payable by the Guarantors for the purpose of this Security Guarantee. The Guarantors shall have the right to seek contribution from any non-paying Guarantor so long as the exercise of such right does not impair the rights of the Holders under the Security Guarantee.

Section 12.03 Subordination of Security Guarantee.

Unless otherwise specified as contemplated by Section 2.03(a) hereof, the Obligations of each Guarantor under any series of Securities which are to be guaranteed pursuant to this Article 12 shall be junior and subordinated to the Senior Debt of such Guarantor with respect to such series of Securities on the same basis as the Securities are junior and subordinated to Senior Debt of the Company with respect to such series of Securities. For the purposes of the foregoing sentence, the Trustee and the Holders shall have the right to receive and/or retain payments by any of the Guarantors only at such times as they may receive and/or retain payments in respect of the Securities pursuant to this Indenture, including Article 11 hereof.

Section 12.04 Limitation on Guarantor Liability.

Each Guarantor, and by its acceptance of Securities of a series, each Holder, hereby confirms that it is the intention of all such parties that the Security Guarantee of such Guarantor not constitute a fraudulent transfer or conveyance for purposes of Bankruptcy Law, the Uniform Fraudulent Conveyance Act, the

44

Uniform Fraudulent Transfer Act or any similar federal or state law to the extent applicable to any Security Guarantee. To effectuate the foregoing intention, the Trustee, the Holders and the Guarantors hereby irrevocably agree that the obligations of such Guarantor shall be limited to the maximum amount as will, after giving effect to all other contingent and fixed liabilities of such Guarantor that are relevant under such laws, and after giving effect to any collections from, rights to receive contribution from or payments made by or on behalf of any other Guarantor in respect of the obligations of such other Guarantor under this Article 12, result in the obligations of such Guarantor under its Security Guarantee not constituting a fraudulent transfer or conveyance.

Section 12.05 Release of Guarantors.

The Security Guarantee of a Guarantor with respect to any series of Securities will be released under the circumstances specified for such series of Securities pursuant to Section 2.03(a) hereof.

ARTICLE 13.

SATISFACTION AND DISCHARGE

Section 13.01 Satisfaction and Discharge.

Except as otherwise contemplated by 2.03(a) hereof, this Indenture will cease to be of further effect with respect to any series of Securities specified by the Company, and the Trustee, at the expense of the Company, will execute proper instruments acknowledging satisfaction and discharge of this Indenture as to such series when:

(a) either:

(i) all Securities of such series that have been authenticated (except lost, stolen or destroyed Securities of such series that have been replaced or paid and Securities of such series for whose payment money has theretofore been deposited in trust and thereafter repaid to the Company) have been delivered to the Trustee for cancellation; or

(ii) all Securities of such series that have not been delivered to the Trustee for cancellation have become due and payable by reason of the mailing of a notice of redemption or otherwise or will become due and payable within one year and the Company or, if applicable, any Guarantor has irrevocably deposited or caused to be deposited with the Trustee as trust funds in trust solely for the benefit of the Holders, cash in U.S. dollars (if the U.S. dollar is the currency in which the Securities of such series are payable), non-callable Government Securities, or a combination thereof, in such amounts as will be sufficient without consideration of any reinvestment of interest, to pay and discharge the entire indebtedness on the such Securities not delivered to the Trustee for cancellation for principal, premium, if any, and accrued interest to the date of maturity or redemption;

(b) the Company or, if applicable, any Guarantor has paid or caused to be paid all sums payable by it under this Indenture; and

(c) the Company or, if applicable, any Guarantor has delivered an Officers’ Certificate and an Opinion of Counsel to the Trustee stating that all conditions precedent to satisfaction and discharge have been satisfied or waived.

45

Notwithstanding the satisfaction and discharge of this Indenture, if money shall have been deposited with the Trustee pursuant to subclause (ii) of clause (a) of this Section 13.01, the provisions of Sections 13.02 and 8.06 hereof shall survive.

Section 13.02 Application of Trust Money.

Subject to the provisions of Section 8.06 hereof, all money deposited with the Trustee pursuant to Section 13.01 hereof shall be held in trust and applied by it, in accordance with the provisions of the Securities of a series and this Indenture, to the payment, either directly or through any Paying Agent (including the Company acting as its own Paying Agent) as the Trustee may determine, to the Persons entitled thereto, of the principal (and premium, if any) and interest for whose payment such money has been deposited with the Trustee; but such money need not be segregated from other funds except to the extent required by law.

If the Trustee or Paying Agent is unable to apply any money or Government Securities in accordance with Section 13.01 hereof by reason of any legal proceeding or by reason of any order or judgment of any court or governmental authority enjoining, restraining or otherwise prohibiting such application, the Company’s obligations and, if applicable, any Guarantor’s obligations under this Indenture and the Securities of such series shall be revived and reinstated as though no deposit had occurred pursuant to Section 13.01 hereof; provided that if the Company has made any payment of principal of, premium, if any, or interest on any Securities of such series because of the reinstatement of its obligations, the Company shall be subrogated to the rights of the Holders of Securities of such series to receive such payment from the money or Government Securities held by the Trustee or Paying Agent.

ARTICLE 14.

MISCELLANEOUS

Section 14.01 Trust Indenture Act Controls.

If any provision of this Indenture limits, qualifies or conflicts with the duties imposed by TIA §318(c), the imposed duties shall control. If any provision of this Indenture modifies or excludes any provision of the TIA that may be so modified or excluded, the latter provision shall be deemed to apply to this Indenture as so modified or excluded, as the case may be.

Section 14.02 Notices.

Any notice or communication by the Company, any Guarantor or the Trustee to the others is duly given if in writing and delivered in Person or mailed by first class mail (registered or certified, return receipt requested), telex, telecopier or overnight air courier guaranteeing next day delivery, to the others’ address:

If to the Company and/or any Guarantor:

Omnicare, Inc.

100 East RiverCenter Boulevard

Covington, Kentucky 41011

Telecopier No.: (859) 392-3360

Attention: General Counsel

With a copy to:

46

Dewey Ballantine LLP

1301 Avenue of the Americas

New York, New York 10019

Telecopier No.: (212) 259-6333

Attention: Morton A. Pierce, Esq.

If to the Trustee:

SunTrust Bank

424 Church Street, 6th Floor

Nashville, TN 37219

Telecopier No.: (615) 748-5331

Attention: Wallace L. Duke, Jr.

The Company, any Guarantor or the Trustee, by notice to the others may designate additional or different addresses for subsequent notices or communications.

Any notice or communication to a Holder shall be mailed by first class mail, certified or registered, return receipt requested, or by overnight air courier guaranteeing next day delivery to its address shown on the register kept by the Registrar. Any notice or communication also shall be so mailed to any Person described in TIA §313(c), to the extent required by the TIA. Failure to mail a notice or communication to a Holder or any defect in it shall not affect its sufficiency with respect to other Holders.

If the Company mails a notice or communication to Holders, it shall mail a copy to the Trustee and each Agent at the same time.

Section 14.03 Communication by Holders of Securities with Other Holders of Securities.

Holders may communicate pursuant to TIA §312(b) with other Holders with respect to their rights under this Indenture or the Securities. The Company, the Trustee, the Registrar and anyone else shall have the protection of TIA §312(c).

Section 14.04 Certificate and Opinion as to Conditions Precedent.

Upon any request or application by the Company to the Trustee to take any action under this Indenture, the Company shall furnish to the Trustee:

(a) an Officers’ Certificate in form and substance reasonably satisfactory to the Trustee (which shall include the statements set forth in Section 14.05 hereof) stating that, in the opinion of the signers, all conditions precedent and covenants, if any, provided for in this Indenture relating to the proposed action have been satisfied or waived; and

(b) an Opinion of Counsel in form and substance reasonably satisfactory to the Trustee (which shall include the statements set forth in Section 14.05 hereof) stating that, in the opinion of such counsel, all such conditions precedent and covenants have been satisfied or waived.

47

Section 14.05 Statements Required in Certificate or Opinion.

Each certificate or opinion with respect to compliance with a condition or covenant provided for in this Indenture (other than a certificate provided pursuant to TIA §314(a)(4)) shall comply with the provisions of TIA §314(e) and shall include:

(a) a statement that the Person making such certificate or opinion has read such covenant or condition;

(b) a brief statement as to the nature and scope of the examination or investigation upon which the statements or opinions contained in such certificate or opinion are based;

(c) a statement that, in the opinion of such Person, he or she has made such examination or investigation as is necessary to enable him to express an informed opinion as to whether or not such covenant or condition has been satisfied or waived; and

(d) a statement as to whether or not, in the opinion of such Person, such condition or covenant has been satisfied or waived.

In any case where several matters are required to be certified by, or covered by an opinion of, any specified Person, it is not necessary that all such matters be certified by, or covered by the opinion of, only one such Person, or that they be so certified or covered by only one document, but one such Person may certify or give an opinion with respect to some matters and one or more other such Persons as to other matters, and any such Person may certify or give an opinion as to such matters in one or several documents.

Any certificate or opinion of an Officer of the Company may be based insofar as it relates to legal matters, upon a certificate or opinion of, or representations by, counsel, unless such Officer knows, or in the exercise of reasonable care should know, that the certificate or opinion or representations with respect to the matters upon which his certificate or opinion or representations is based are erroneous. Any such certificate or opinion of counsel may be based, insofar as it relates to factual matters, upon a certificate or opinion of, or representations by, an officer or officers of the Company stating that the information with respect to such factual matters is in the possession of the Company, unless such counsel knows, or in the exercise of reasonable care should know, that the certificate or opinion or representations with respect to such matters are erroneous.

Where any Person is required to make, give or execute two or more applications, requests, consents, certificates, statements, opinions or other instruments under this Indenture, they may, but need not, be consolidated and form one instrument.

Section 14.06 Rules by Trustee and Agents.

The Trustee may make reasonable rules for action by or at a meeting of Holders. The Registrar or Paying Agent may make reasonable rules and set reasonable requirements for its functions.

Section 14.07 No Personal Liability of Directors, Officers, Employees and Stockholders.

No past, present or future director, officer, employee, incorporator or stockholder of the Company or any Guarantor, as such, shall have any liability for any obligations of the Company or such Guarantor under the Securities, the Security Guarantees, this Indenture or for any claim based on, in respect of, or by reason

48

of, such obligations or their creation. Each Holder by accepting a Security waives and releases all such liability. The waiver and release are part of the consideration for issuance of the Securities.

Section 14.08 Governing Law.

THE INTERNAL LAW OF THE STATE OF NEW YORK SHALL GOVERN AND BE USED TO CONSTRUE THIS INDENTURE AND THE SECURITIES, WITHOUT GIVING EFFECT TO APPLICABLE PRINCIPLES OF CONFLICTS OF LAW TO THE EXTENT THAT THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION WOULD BE REQUIRED THEREBY.

Section 14.09 No Adverse Interpretation of Other Agreements.

This Indenture may not be used to interpret any other indenture, loan or debt agreement of the Company or its Subsidiaries or of any other Person. Any such indenture, loan or debt agreement may not be used to interpret this Indenture.

Section 14.10 Successors.

All agreements of the Company in this Indenture and the Securities shall bind its successors. All agreements of the Trustee in this Indenture shall bind its successors. All agreements of each applicable Guarantor in this Indenture shall bind its successors, except as otherwise provided pursuant to Section 12.05 hereof.

Section 14.11 Severability.

In case any provision in this Indenture or in the Securities shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.

Section 14.12 Counterpart Originals.

The parties may sign any number of copies of this Indenture. Each signed copy shall be an original, but all of them together represent the same agreement.

Section 14.13 Table of Contents, Headings, etc.

The Table of Contents, Cross-Reference Table and Headings of the Articles and Sections of this Indenture have been inserted for convenience of reference only, are not to be considered a part of this Indenture and shall in no way modify or restrict any of the terms or provisions hereof.

[Signatures on following page]

49

SIGNATURES

Dated as of June 13, 2003

OMNICARE, INC.
By:	/S/    JOEL F. GEMUNDER
	Name: Joel F. Gemunder
	Title:   President and Chief Executive Officer

Attest:

/S/    CHERYL D. HODGES

Name: Cheryl D. Hodges

Title: Senior Vice President and Secretary

SUNTRUST BANK
By:	/S/    WALLACE L. DUKE, JR.
	Name: Wallace L. Duke, Jr.
	Title:   Vice President

Attest:

Authorized Signatory

Date:

50

EXHIBIT A

[Face of Security]

_________

CUSIP             

[TITLE OF SECURITIES]

No.	___
_______	$

OMNICARE, INC.

promises to pay to                                                       or registered assigns,

the principal sum of                                                                                                               

Interest Payment Dates [            ] and [            ], commencing on [            ]

Record Dates: [            ] and [            ]

Dated:                 ,         

OMNICARE, INC.
By:
	Name:
	Title:
By:
	Name:
	Title:

This is one of the Securities referred to in the within-mentioned Indenture:

[                    ], as Trustee
By
	______ Authorized Signatory

____

A-1

[Back of Security]

[TITLE OF SECURITIES]

[Insert the Global Security Legend, if applicable pursuant to the provisions of this Indenture]

[Insert any legend required by the Internal Revenue Code and the regulations thereunder]

Capitalized terms used herein shall have the meanings assigned to them in this Indenture referred to below unless otherwise indicated.

1. Interest.

Omnicare, Inc., a Delaware corporation (herein the “Company” which term includes any successor Person under the Indenture hereinafter referred to), for value received, hereby promises to pay to                                     , or registered assigns, the principal sum of                  [Dollars] [if other than Dollars, substitute other currency units] on                 ,              [if the Security is to bear interest prior to Stated Maturity, insert —, and to pay interest thereon from                      or from the most recent Interest Payment Date to which interest has been paid or duly provided for], [semiannually] [if other than semi-annual interest at a fixed rate, insert frequency of payment and payment dates] on              and              in each year, commencing             , and at the Stated Maturity thereof, at [if the Security is to bear interest at a fixed rate, insert—the rate of             % per annum], [if the Security is to bear interest at a rate determined with reference to one or more formula, refer to description index below] until the principal hereof is paid or made available for payment] [if applicable, insert—, and (to the extent that the payment of such interest shall be legally enforceable) at [if the Security is to bear interest at a fixed rate, insert—the rate of        % per annum on any overdue principal and premium and on any overdue installment of interest from the dates such amounts are due until they are paid or made available for payment]. Interest shall be computed on the basis of [a 360-day year of twelve 30-day months] [if another basis of calculating interest is to be different, insert a description of such method.]

2. Method of Payment.

The Company will pay interest on the Securities on each [            ] and [            ] to the Persons who are registered Holders of the relevant Securities at the close of business on the [            ] or [            ] next preceding the Interest Payment Date, even if such Securities are canceled after such record date and on or before such Interest Payment Date, except as provided in Section 2.14 of this Indenture with respect to Defaulted Interest. The Securities will be payable as to principal, premium, if any, and interest at the office or agency of the Company maintained for such purpose in [            ], [if applicable, insert—; provided, however, that at the option of the Company payment of interest may be made by check mailed to the address of the Person entitled thereto as such address shall appear in the list provided by the Company to the Registrar and provided, further, that if this Security is a Global Security, payment may be made pursuant to the applicable procedures of the Depositary as permitted in said Indenture]. Such payment shall be in such coin or currency of [the United States of America] [insert other currency or currency unit, if applicable] as at the time of payment is legal tender for payment of public and private debts.

3. Paying Agent and Registrar.

A-2

Initially, the Trustee under this Indenture, will act as Paying Agent and Registrar. The Company may change any Paying Agent or Registrar without notice to any Holder. The Company or any of its Subsidiaries may act in any such capacity.

4. Indenture.

This Security is one of a duly authorized issue of Securities of the Company issued and to be issued in one or more series under an Indenture, dated as of                 ,              (herein called the “Indenture”), between the Company and                     , as Trustee (herein called the “Trustee” which term includes any successor trustee under the Indenture), to which Indenture and all indentures supplemental thereto reference is hereby made for a statement of the respective rights, limitations of rights, duties and immunities thereunder of the Company, the Trustee and the Holders of the Securities and of the terms upon which the Securities are, and are to be, authenticated and delivered. The terms of the Securities include those stated in this Indenture and those made part of this Indenture by reference to the Trust Indenture Act of 1939, as amended (15 U.S. Code §§77aaa-77bbbb). The Securities are subject to all such terms, and Holders are referred to this Indenture and such Act for a statement of such terms. To the extent any provision of this Security conflicts with the express provisions of this Indenture, the provisions of this Indenture shall govern and be controlling.

5. Redemption.

[If applicable, insert—The Securities of this series are subject to redemption upon not less than 30 days notice by mail, [if applicable, insert—(1) on                  in any year commencing with the year              and ending with the year              through operation of the sinking fund for this series at a Redemption Price equal to 100% of the principal amount, and (2)] at any time [if applicable, insert—on or after                 ,             ], as a whole or in part, at the election of the Company, at the following Redemption Prices (expressed as percentages of the principal amount): if redeemed [if applicable insert—on or before                 ,         %, and if redeemed] during the 12-month period beginning of the              years indicated,

Year Redemption Price Year Redemption Price

and thereafter at a Redemption Price equal to             % of the principal amount, together in the case of any such redemption [if applicable, insert—(whether through operation of the sinking fund or otherwise)] with accrued interest to the Redemption Date, but interest installments whose Stated Maturity is on or prior to such Redemption Date will be payable to the Holders of such Securities, or one or more Predecessor Securities, of record at the close of business on the relevant Record Dates referred to on the face hereof, all as provided in the Indenture.]

[If applicable, insert—The Securities of this series are subject to redemption upon not less than 30 days notice by mail, (1) on              in any year commencing with the year              and ending with the year              through operation of the sinking fund for this series at the Redemption Prices for redemption through operation of the sinking fund (expressed as percentages of the principal amount) set forth in the table below, and (2) at any time [if applicable, insert—on or after                 ], as a whole or in part, at the election of the Company, at the Redemption Prices for redemption otherwise than through operation of the sinking fund (expressed as percentages of the principal amount) set forth in the table below: If redeemed during the 12-month period beginning                  of the years indicated,

A-3

Year Redemption Price for Redemption
Through Operation of the Sinking Fund Redemption Price for Redemption
Otherwise Than Through Operation of the
Sinking Fund

and thereafter at a Redemption Price equal to         % of the principal amount, together in the case of any such redemption (whether through operation of the sinking fund or otherwise) with accrued interest to the Redemption Date, but interest installments whose Stated Maturity is on or prior to such Redemption Date will be payable to the Holders of such securities, or one or more Predecessor Securities, of record at the close of business on the relevant Record Date referred to on the face hereof, all as provided in the Indenture.]

[If applicable, insert—The sinking fund for this series provides for the redemption on              in each year beginning with the year              and ending with the year              of [if applicable, insert—not less than $             (“mandatory sinking fund”) and not more than] $             aggregate principal amount of Securities of this series. Securities of this series acquired or redeemed by the Company otherwise than through [mandatory] sinking fund payments may be credited against subsequent [if applicable, insert—mandatory] sinking fund payments otherwise required to be made [if applicable, insert—in the inverse order in which they become due].]

[If applicable, insert—The Securities are subject to redemption, as a whole at any time or in part from time to time, at the sole election of the Company, upon not less than 30 or more than 60 days notice by mail to the Trustee at a Redemption Price equal to $            .]

[If applicable, insert—The Holder of this Security shall have the right to require the Company to pay this Security in full on                 ,      by giving the Company or the Registrar written notice of the exercise of such right not less than 30 or more than 60 days prior to such date.]

[If the Security is subject to redemption, insert—In the event of redemption of this Security in part only, a new Security or Securities of this series and of like tenor for the unredeemed portion hereof will be issued in the name of the Holder hereof upon the cancellation hereof.]

[If applicable, insert—This Security is not subject to redemption prior to maturity.]

6. Denominations, Transfer, Exchange.

[If applicable, insert—The Securities of this series are issuable only in registered form without coupons in denominations of $             and any integral multiple thereof.] As provided in the Indenture and subject to certain limitations therein set forth, Securities of this series are exchangeable for a like aggregate principal amount of Securities of this series and of like tenor of a different authorized denomination, as requested by the Holder surrendering the same. A Holder may register the transfer or exchange of the Security as provided in the Indenture and subject to certain limitations therein set forth. The Registrar may require a Holder, among other things, to furnish appropriate endorsements and transfer documents and to pay any taxes and fees required by law or permitted by the Indenture.

[If applicable, insert—The Securities of this series will be represented by one or more Global Securities registered in the name of             , (the “Depositary”), or a nominee of the Depositary. So long as the Depositary, or its nominee, is the registered holder and owner of this Global Security, the Depositary or such nominee, as the case may be, will be considered the sole

A-4

owner and holder of the Securities for all purposes under the Indenture. The Global Security may be transferred, in whole and not in part, only to the Depositary or another nominee of the Depositary. The Depositary will credit, on its book-entry registration and transfer system, the respective principal amounts of the Securities represented by such Global Security to the accounts of institutions that have accounts with the Depositary or its nominee (“participants”). Ownership of beneficial interests in a Global Security will be shown on, and the transfer of those ownership interests will be effected through, records maintained by the Depositary (with respect to participants’ interests) and such participants (with respect to the owners of beneficial interests in such Global Security).]

[If applicable, insert—The Securities represented by this Global Security are exchangeable for Securities in permanent form of like tenor as such Global Security in denominations of $1,000 and in any greater amount that is an integral multiple thereof if (i) the Depositary notifies the Company that it is unwilling or unable to continue as Depositary for this Global Security or if at any time the Depositary ceases to be a clearing agency registered under the Securities Exchange Act of 1934, as amended, (ii) the Company in its discretion at any time determines not to have all of the Securities of this series represented by the Global Security and notifies the Trustee thereof, or (iii) an Event of Default has occurred and is continuing with respect to the Securities. Any Security that is exchangeable pursuant to the preceding sentence is exchangeable only for Securities of this series.]

No service charge shall be made for any such registration of transfer or exchange, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge payable in connection therewith.

7. Persons Deemed Owners.

The registered Holder of a Security may be treated as its owner for all purposes.

8. Amendment, Supplement and Waiver.

Subject to certain exceptions, this Indenture and the Securities may be amended or supplemented with the consent of the Holders of at least a majority in principal amount of the then outstanding Securities of each series affected by such amendment or supplement and any existing default or compliance with any provision may be waived with the consent of the Holders of a majority in principal amount of the then outstanding Securities of each series affected by such waiver. Without the consent of any Holder of a Securities of each series affected by such amendment or supplement, this Indenture and the Securities may be amended or supplemented to, among other things, (a) cure any ambiguity, defect or inconsistency; (b) provide for uncertificated Securities in addition to or in place of certificated Securities; (c) provide for the assumption of the Company’s obligations to Holders of the Securities in case of a merger or consolidation; (d) to make any change that would provide any additional rights or benefits to the Holders of Securities or that does not adversely affect the legal rights under the Indenture of any Holder; (e) to comply with the requirements of the SEC in order to effect or maintain the qualification of this Indenture under the Trust Indenture Act; (f) to allow any Guarantor to execute a supplemental indenture to this Indenture; (g) evidence or provide for acceptance of appointment of a successor Trustee; (h) mortgage, hypothecate or grant a security interest in favor of the Trustee for the benefit of the Holders of Securities of any series as additional security for the payment and performance of the Company’s or, if applicable, the Guarantor’s obligations herein in any property or assets; or (i) add to, change or eliminate any of the provisions of this Indenture (which addition, change or elimination may apply to one or more series of Securities), provided that, any such addition, change

A-5

or elimination set forth in clause (i) above (A) shall neither (x) apply to any Security of any series created prior to the execution of such supplemental indenture and entitled to the benefit of such provision nor (y) modify the rights of the Holder of any such Security with respect to such provision or (B) shall become effective only when there is no such outstanding Security.

9. Defaults and Remedies.

Events of Default include: (a) default for 30 days in the payment when due of interest on the Securities; (b) default in payment when due of principal of or premium, if any, on the Securities; (c) failure by the Company to comply with Section 5.01 of the Indenture; (d) failure by the Company for 60 days to comply with certain other agreements in this Indenture or the Securities; (e) certain events of bankruptcy or insolvency with respect to the Company or any of its Restricted Subsidiaries that is a Significant Subsidiary; and (f) except as permitted by the Indenture, any applicable Security Guarantee shall be held in any judicial proceeding to be unenforceable or invalid or shall cease for any reason to be in full force and effect or any Guarantor or any Person acting on its behalf shall deny or disaffirm its obligations under such Guarantor’s Security Guarantee. If any Event of Default occurs and is continuing, the Trustee or the Holders of at least 25% in principal amount of the then outstanding Securities may declare all the Securities to be due and payable. Notwithstanding the foregoing, in the case of an Event of Default arising from certain events of bankruptcy or insolvency involving the Company, all outstanding Securities will become due and payable without further action or notice. Holders may not enforce this Indenture or the Securities except as provided in the Indenture. Subject to certain limitations, Holders of a majority in principal amount of the then outstanding Securities may direct the Trustee in its exercise of any trust or power. The Trustee may withhold from Holders of the Securities notice of any continuing Default or Event of Default (except a Default or Event of Default relating to the payment of principal or interest) if it determines that withholding notice is in their interest. The Holders of a majority in aggregate principal amount of the Securities then outstanding by notice to the Trustee may on behalf of the Holders of all of the Securities waive any existing Default or Event of Default and its consequences under this Indenture except a continuing Default or Event of Default in the payment of interest on, or the principal of, the Securities. The Company is required to deliver to the Trustee annually a statement regarding compliance with this Indenture, and the Company is required upon becoming aware of any Default or Event of Default, to deliver to the Trustee a statement specifying such Default or Event of Default.

10. Trustee Dealings with Company.

The Trustee, in its individual or any other capacity, may make loans to, accept deposits from, and perform services for the Company or its Affiliates, and may otherwise deal with the Company or its Affiliates, as if it were not the Trustee.

11. No Recourse Against Others.

A director, officer, employee, incorporator or stockholder, of the Company, as such, shall not have any liability for any obligations of the Company or the Guarantors under the Securities or this Indenture or for any claim based on, in respect of, or by reason of, such obligations or their creation. Each Holder by accepting a Security waives and releases all such liability. The waiver and release are part of the consideration for the issuance of the Securities.

12. [If applicable, insert—Guarantees.

A-6

The payment by the Company of the principal of and interest on the Security is fully and unconditionally guaranteed on a joint and several basis by each of the Guarantors on the terms set forth in the Indenture.]

13. Authentication.

This Security shall not be valid until authenticated by the manual signature of the Trustee or an authenticating agent.

14. Abbreviations.

Customary abbreviations may be used in the name of a Holder or an assignee, such as: TEN COM (= tenants in common), TEN ENT (= tenants by the entireties), JT TEN (= joint tenants with right of survivorship and not as tenants in common), CUST (= Custodian), and U/G/M/A (= Uniform Gifts to Minors Act).

15. Subordination.

Each Holder by accepting a Security agrees that the payment of principal, premium and if any, interest, on each Security is subordinated in right of payment, to the extent and in the manner provided in Article 11 of the Indenture, to the prior payment in full of all existing and future Senior Debt (whether outstanding on the date of the Indenture or thereafter created, incurred, assumed or guaranteed), and the subordination is for the benefit of holders of Senior Debt.

16. CUSIP Numbers.

Pursuant to a recommendation promulgated by the Committee on Uniform Security Identification Procedures, the Company has caused CUSIP numbers to be printed on the Securities and the Trustee may use CUSIP numbers in notices of redemption as a convenience to Holders. No representation is made as to the accuracy of such numbers either as printed on the Securities or as contained in any notice of redemption and reliance may be placed only on the other identification numbers placed thereon.

The Company will furnish to any Holder upon written request and without charge a copy of this Indenture. Requests may be made to:

Omnicare, Inc.

100 East RiverCenter Boulevard

Covington, Kentucky 41011

Attention: General Counsel

A-7

ASSIGNMENT FORM

To assign this Security, fill in the form below:

(I) or (we) assign and transfer this Security to:
	_______     (Insert assignee’s legal name)

______

(Insert assignee’s soc. sec. or tax I.D. no.)             

________________________

(Print or type assignee’s name, address and zip code)

and                                                                                               irrevocably                                                                                       appoint

                                                                                                                                                                                                 to transfer this Security on the books of the Company. The agent may substitute another to act for him.

Date:             

Your Signature                                                                              

(Sign exactly as your name  

appears on the face of this Security)

Signature Guarantee*:                                                             

* Participant in a recognized Signature Guarantee Medallion Program (or other signature guarantor acceptable to the Trustee).

A-8

SCHEDULE OF EXCHANGES OF INTERESTS IN THE GLOBAL SECURITY*

The following exchanges of a part of this Global Security for an interest in another Global Security or for a Definitive Security, or exchanges of a part of another Global Security or Definitive Security for an interest in this Global Security, have been made:

Date of Exchange Amount of decrease in
Principal Amount of
this Global Security Amount of increase in
Principal Amount of
this Global Security Principal Amount of
this Global Security
following such
decrease
(on increase) Signature of
authorized
officer of Trustee or
Security Custodian

* This schedule should be included only if the Security is issued in global form.

A-9

EX-4.2(B)

EXHIBIT 4.2(b)

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, 2013

TABLE OF CONTENTS

		Page
ARTICLE I DEFINITIONS		1
Section 1.01.	Definitions	1
Section 1.02.	Other Definitions	20
ARTICLE II THE NOTES		20
Section 2.01.	Title	20
Section 2.02.	Aggregate Initial Principal Amount	20
Section 2.03.	Form	21
Section 2.04.	Payment on Global Securities	21
ARTICLE III REDEMPTION		21
Section 3.01.	Optional Redemption	21
Section 3.02.	Mandatory Redemption	22
Section 3.03.	Offer to Purchase by Application of Excess Proceeds	22
ARTICLE IV ADDITIONAL COVENANTS		23
Section 4.01.	Restricted Payments	24
Section 4.02.	Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries	26
Section 4.03.	Incurrence of Indebtedness and Issuance of Preferred Stock	28
Section 4.04.	Asset Sales	30
Section 4.05.	Transactions with Affiliates	32
Section 4.06.	Liens	33
Section 4.07.	Offer to Repurchase Upon Change of Control	33
Section 4.08.	No Senior Subordinated Debt	34
Section 4.09.	Additional Subsidiary Guarantees	34
Section 4.10.	Designation of Restricted and Unrestricted Subsidiaries	34
Section 4.11.	Covenant Removal	34
ARTICLE V SUCCESSOR CORPORATION		35
Section 5.01.	Merger, Consolidation or Sale of Assets	35
Section 5.02.	Successor Corporation Substituted	36
ARTICLE VI DEFAULTS		36
Section 6.01.	Events of Default	36
Section 6.02.	Acceleration	38
Section 6.03.	Applicability of Certain Other Provisions	38
Section 6.04.	Notice	38
ARTICLE VII AMENDMENT, SUPPLEMENT AND WAIVER		38
Section 7.01.	Applicability of Certain Provisions	38
ARTICLE VIII NO SINKING FUND		39
Section 8.01.	Applicability of Certain Provisions	39

i

ARTICLE IX LEGAL DEFEASANCE AND COVENANT DEFEASANCE		39
Section 9.01.	Applicability of Certain Provisions	39
ARTICLE X SUBSIDIARY GUARANTEES		40
Section 10.01.	Subsidiary Guarantees	40
Section 10.02.	Subsidiary Guarantors May Consolidate, etc., on Certain Terms	40
Section 10.03.	Releases	41
ARTICLE XI SATISFACTION AND DISCHARGE		41
Section 11.01.	Applicability of Certain Provisions	41
ARTICLE XII MISCELLANEOUS		42
Section 12.01.	Scope of this First Supplemental Indenture	42
Section 12.02.	Ratification of Indenture	42
Section 12.03.	Trustee Not Responsible for Recitals	42
Section 12.04.	Separability	42
Section 12.05.	Counterparts	42
Section 12.06.	GOVERNING LAW	42
EXHIBIT A: Form of Note
EXHIBIT B: Form of Supplemental Indenture to be Delivered by Subsequent Guarantors

ii

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”).

WHEREAS, the Company has executed and delivered to the Trustee an Indenture dated as of June 13, 2003 (the “Base Indenture”) providing for the issuance from time to time of one or more series of the Company’s debt securities;

WHEREAS, Section 2.01 of the Base Indenture provides that the Company and the Trustee may enter into an indenture supplemental to the Base Indenture to establish the form or terms of Securities of any series as permitted by Section 2.01 and Section 9.01 of the Base Indenture; and

WHEREAS, the Company is entering into this First Supplemental Indenture to establish the form and terms of its 6 ¹/8% Senior Subordinated Notes due June 1, 2013 (the “Notes”).

NOW THEREFORE, in consideration of the premises and covenants contained herein, it is hereby agreed as follows:

ARTICLE I

DEFINITIONS

Section 1.01. Definitions. Each term used herein which is defined in the Indenture has the meaning assigned to such term in the Base Indenture unless otherwise specifically defined herein, in which case the definition set forth herein shall govern. The following terms, as used herein, have the following meanings:

“4.00% Convertible Subordinated Debentures due 2033” means the $309.0 million in aggregate principal amount of 4.00% Junior Subordinated Convertible Debentures due 2033 issued by the Company on the Issue Date, plus up to an additional $46.35 million in aggregate principal amount issued upon exercise of the underwriters’ over-allotment option.

“5% Convertible Subordinated Debentures due 2007” means the $345.0 million in aggregate principal amount of 5% Convertible Subordinated Debentures due 2007 issued by the Company on December 10, 1997.

“8 ¹/8% Notes” mean $375 million aggregate principal amount of the Company’s 8 ¹/8% Senior Subordinated Notes due 2011 originally issued on March 20, 2001, including registered notes issued in exchange for such notes.

“Acquired Debt” means, with respect to any specified Person:

(1) Indebtedness of any other Person existing at the time such other Person is merged with or into or became a Restricted Subsidiary of such specified Person, whether or not such Indebtedness is incurred in connection with, or in contemplation of, such other Person merging with or into, or becoming a Restricted Subsidiary of, such specified Person; and

(2) Indebtedness secured by a Lien encumbering any asset acquired by such specified Person (limited to the maximum amount of liability of the specified Person with respect to such Lien).

1

“Affiliate” of any specified Person means any other Person directly or indirectly controlling or controlled by or under direct or indirect common control with such specified Person. For purposes of this definition, “control,” as used with respect to any Person, means the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of such Person, whether through the ownership of voting securities, by agreement or otherwise; provided that beneficial ownership of 10% or more of the Voting Stock of a Person will be deemed to be control. For purposes of this definition, the terms “controlling,” “controlled by” and “under common control with” have correlative meanings.

“Applicable Redemption Premium” means, with respect to any Note on any redemption date, the excess of

(1) the present value at such redemption date of the redemption price of such Note if such Note were redeemed on June 1, 2008, plus all required interest payments due on such Note through June 1, 2008, computed using a discount rate equal to the Treasury Rate at such redemption date plus 50 basis points, over

(2) the then-outstanding principal amount of the Note.

“Asset Sale” means:

(1) the sale, lease, conveyance or other disposition by the Company or any of its Restricted Subsidiaries of any assets, other than sales of products and services in the ordinary course of business consistent with past practices; provided that the sale, conveyance or other disposition of all or substantially all of the assets of the Company and its Restricted Subsidiaries taken as a whole will be governed by Section 4.07 and/or Section 5.01 hereof and not by the provisions of Section 4.04 hereof; and

(2) the issuance of Equity Interests by any Restricted Subsidiary or the sale of Equity Interests in any Restricted Subsidiary.

Notwithstanding the preceding, the following items will not be deemed to be Asset Sales:

(1) any single transaction or series of related transactions that involves assets having a fair market value of less than $10.0 million;

(2) a transfer of assets between or among the Company and one or more Restricted Subsidiaries;

(3) an issuance of Equity Interests by a Restricted Subsidiary to the Company or to another Restricted Subsidiary;

(4) the sale, lease or other disposition of equipment, inventory, accounts receivable or other assets in the ordinary course of business;

(5) the sale or other disposition of cash or Cash Equivalents;

(6) a Restricted Payment or Permitted Investment that is permitted by Section 4.01 hereof;

2

(7) the sale and leaseback of any assets within 90 days of the acquisition of such assets;

(8) a sale or other disposition of accounts receivable and related assets in connection with a financing transaction involving such assets (including, without limitation, in connection with a securitization or similar financing);

(9) any disposition of property in the ordinary course of business by the Company or any Restricted Subsidiary that, in the good faith judgment of management of the Company, has become obsolete, worn out, damaged or no longer useful in the conduct of the business of the Company or the Restricted Subsidiaries;

(10) any Asset Swap;

(11) any sale of securities constituting Equity Interests that are issued by a subsidiary trust or similar financing vehicle in a transaction permitted under Section 4.03 hereof;

(12) any loans or other transfers of equipment to customers of the Company or any Restricted Subsidiary in the ordinary course of business for use with the products or services of the Company or any Restricted Subsidiary; and

(13) the sale or issuance of a minimal number of Equity Interests in a Restricted Subsidiary that is a foreign entity to a foreign national to the extent required by local law or in a jurisdiction outside of the United States.

“Asset Swap” means an exchange by the Company or any Restricted Subsidiary of property or assets for property or assets of another Person; provided that (i) the Company or the applicable Restricted Subsidiary, as the case may be, receives consideration at the time of such exchange at least equal to the fair market value of the assets or other property sold, issued or otherwise disposed of (as evidenced by a resolution of the Company’s Board of Directors), and (ii) at least 70% of the consideration received in such exchange constitutes assets or other property of a kind usable by the Company and its Restricted Subsidiaries in a Permitted Business; provided, further that any cash and Cash Equivalents received by the Company or any of its Restricted Subsidiaries in connection with such an exchange shall constitute Net Proceeds subject to the provisions of Section 4.04 hereof.

“Beneficial Owner” has the meaning assigned to such term in Rule 13d-3 and Rule 13d-5 under the Exchange Act, except that in calculating the beneficial ownership of any particular “person” (as that term is used in Section 13(d)(3) of the Exchange Act), such “person” will be deemed to have beneficial ownership of all securities that such “person” has the right to acquire by conversion or exercise of other securities, whether such right is currently exercisable or is exercisable only upon the occurrence of a subsequent condition. The terms “Beneficially Owns” and “Beneficially Owned” have a corresponding meaning.

“Board of Directors” means:

(1) with respect to a corporation, the board of directors of the corporation (or any duly authorized committee thereof);

(2) with respect to a partnership, the Board of Directors (or any duly authorized committee thereof) of the general partner of the partnership; and

3

(3) with respect to any other Person, the board or committee of such Person serving a similar function.

“Capital Lease Obligation” means, at the time any determination is to be made, the amount of the liability in respect of a capital lease that would at that time be required to be capitalized on a balance sheet in accordance with GAAP.

“Capital Stock” means:

(1) in the case of a corporation, corporate stock;

(2) in the case of an association or business entity, any and all shares, interests, participations, rights or other equivalents (however designated) of corporate stock;

(3) in the case of a partnership or limited liability company, partnership or membership interests (whether general or limited); and

(4) any other interest or participation that confers on a Person the right to receive a share of the profits and losses of, or distributions of assets of, the issuing Person.

“Cash Equivalents” means:

(1) United States dollars;

(2) securities constituting direct obligations of the United States or any agency or instrumentality of the United States, the payment or guarantee of which constitutes a full faith and credit obligation of the United States, maturing in three years or less from the date of acquisition thereof;

(3) securities constituting direct obligations of any State or municipality within the United States maturing in three years or less from the date of acquisition thereof which, in any such case, at the time of acquisition by the Company or any Restricted Subsidiary, is accorded one of the two highest long-term or short-term, as applicable, debt ratings by S&P or Moody’s or any other United States nationally recognized credit rating agency of similar standing;

(4) certificates of deposit with a maturity of one year or less or bankers’ acceptances issued by a bank or trust company having capital, surplus and undivided profits aggregating at least $500.0 million and having a short-term unsecured debt rating of at least “P-1” by Moody’s or “A-1” by S&P;

(5) eurodollar time deposits with maturities of one year or less and overnight bank deposits with any bank or trust company having capital, surplus and undivided profits aggregating at least $500.0 million and having a short-term unsecured debt rating of at least “P-1” by Moody’s or “A-1” by S&P;

(6) repurchase obligations with a term of not more than seven days for underlying securities of the types described in clauses (2), (3), (4) and (5) above entered into with any financial institution meeting the qualifications specified in such clauses above;

4

(7) commercial paper maturing in 270 days or less from the date of issuance which, at the time of acquisition by the Company or any Restricted Subsidiary, is accorded a rating of “A2” or better by S&P or “P2” or better by Moody’s or any other United States nationally recognized credit rating agency of similar standing; and

(8) any fund or other pooling arrangement at least 95% of the assets of which constitute Investments described in clauses (1) through (7) of this definition.

“Change of Control” means the occurrence of any of the following:

(1) the direct or indirect sale, transfer, conveyance or other disposition (other than by way of merger or consolidation), in one or a series of related transactions, of all or substantially all of the properties or assets of the Company and its Restricted Subsidiaries taken as a whole to any “person” (as that term is used in Section 13(d)(3) of the Exchange Act);

(2) the adoption of a plan relating to the liquidation or dissolution of the Company;

(3) the consummation of any transaction (including, without limitation, any merger or consolidation) the result of which is that any “person” (as defined above), other than one or more Principals and their Related Parties, becomes the Beneficial Owner, directly or indirectly, of more than 45% of the Voting Stock of the Company, measured by voting power rather than number of shares; or

(4) the first day on which a majority of the members of the Board of Directors of the Company are not Continuing Directors.

“Concurrent Financing Transactions” means the Notes together with the concurrent offerings of 5,625,000 shares (plus up to 843,750 shares upon exercise of the underwriters’ over-allotment option) of common stock by the Company, 4.00% Convertible Subordinated Debentures due 2033 by the Company, and the Trust PIERS by Omnicare Capital Trust I, the refinancing of the Company’s existing credit facility with a new $750.0 million credit facility, and the use of proceeds therefrom as described under “Use of Proceeds.”

“Consolidated Assets” of any Person as of any date means the total assets of such Person and its Restricted Subsidiaries on a consolidated basis at such date, as determined in accordance with GAAP.

“Consolidated Cash Flow” means, with respect to any specified Person for any period, the Consolidated Net Income of such Person for such period plus:

(1) an amount equal to any extraordinary, unusual or non-recurring loss plus any net loss realized by such Person or any of its Restricted Subsidiaries in connection with an Asset Sale, to the extent such losses were deducted in computing such Consolidated Net Income; plus

(2) provision for taxes based on income or profits of such Person and its Restricted Subsidiaries for such period, to the extent that such provision for taxes was deducted in computing such Consolidated Net Income; plus

5

(3) consolidated interest expense of such Person and its Restricted Subsidiaries for such period, whether paid or accrued and whether or not capitalized (including, without limitation, amortization of debt issuance costs and original issue discount, non-cash interest payments, the interest component of any deferred payment obligations, the interest component of all payments associated with Capital Lease Obligations, commissions, discounts and other fees and charges incurred in respect of letter of credit or bankers’ acceptance financings, and net of the effect of all payments made or received pursuant to Hedging Obligations), to the extent that any such expense was deducted in computing such Consolidated Net Income; plus

(4) depreciation, amortization (including amortization of goodwill and other intangibles but excluding amortization of prepaid cash expenses that were paid in a prior period) and other non-cash expenses (excluding any such non-cash expense to the extent that it represents an accrual of or reserve for cash expenses in any future period or amortization of a prepaid cash expense that was paid in a prior period) of such Person and its Restricted Subsidiaries for such period to the extent that such depreciation, amortization and other non-cash expenses were deducted in computing such Consolidated Net Income; minus

(5) non-cash items increasing such Consolidated Net Income for such period, other than the accrual of revenue in the ordinary course of business,

in each case, on a consolidated basis and determined in accordance with GAAP.

Notwithstanding the preceding, the provision for taxes based on the income or profits of, and the depreciation and amortization and other non-cash expenses of, a Restricted Subsidiary will be added to Consolidated Net Income to compute Consolidated Cash Flow of the Company only to the extent that a corresponding amount would be permitted at the date of determination to be dividended to the Company by such Restricted Subsidiary without prior governmental approval (that has not been obtained), and without direct or indirect restriction pursuant to the terms of its charter and all agreements, instruments, judgments, decrees, orders, statutes, rules and governmental regulations applicable to that Restricted Subsidiary or its stockholders.

“Consolidated Net Income” means, with respect to any specified Person for any period, the aggregate of the Net Income of such Person and its Restricted Subsidiaries for such period, on a consolidated basis, determined in accordance with GAAP; provided that:

(1) the Net Income (but not loss) of any Person that is not a Restricted Subsidiary or that is accounted for by the equity method of accounting will be included only to the extent of the amount of dividends or distributions paid in cash to the specified Person or a Restricted Subsidiary of the Person;

(2) the Net Income of any Restricted Subsidiary will be excluded to the extent that the declaration or payment of dividends or similar distributions by that Restricted Subsidiary of that Net Income is not at the date of determination permitted without any prior governmental approval (that has not been obtained) or, directly or indirectly, by operation of the terms of its charter or any agreement, instrument, judgment, decree, order, statute, rule or governmental regulation applicable to that Restricted Subsidiary or its stockholders;

6

(3) for purposes of Section 4.01 hereof, the Net Income of any Person acquired in a pooling of interests transaction for any period prior to the date of such acquisition will be excluded; and

(4) the cumulative effect of a change in accounting principles will be excluded.

“Continuing Directors” means, as of any date of determination, any member of the Board of Directors of the Company who:

was a member of such Board of Directors on the Issue Date; or

was nominated for election or elected to such Board of Directors with the approval of a majority of the Continuing Directors who were members of such Board at the time of such nomination or election.

“Convertible Preferred Stock” means any convertible preferred stock or similar securities of the Company or any subsidiary trust (or similar financing vehicle) that are convertible at the option of the holder thereof into common stock of the Company.

“Convertible Subordinated Indebtedness” means any Indebtedness of the Company that is subordinated to the Notes and that is convertible at the option of the holder thereof into common stock of the Company (including, without limitation, any Indebtedness incurred in connection with a transaction involving the sale by the Company of purchase contracts to acquire common stock of the Company at a future date), and, if applicable, any related securities issued by a subsidiary trust or similar financing vehicle in connection therewith.

“Credit Agreement” means the Credit Agreement, dated as of the Issue Date, by and among the Company, the lenders parties thereto, SunTrust Bank, as administrative agent, SunTrust Capital Markets, Inc., as joint lead arranger and joint book runner, J.P. Morgan Securities Inc., as joint lead arranger and joint book runner, JPMorgan Chase Bank, as joint syndication agent, Wachovia Securities, LLC, as joint lead arranger, Wachovia Bank, National Association, as joint documentation agent, Lehman Commercial Paper Inc., as joint syndication agent, UBS Warburg LLC, as joint documentation agent, and CIBC Inc., providing for up to $500 million of revolving credit borrowings and up to $250 million of term loans, including any related notes, guarantees, collateral documents, instruments and agreements executed in connection therewith, and in each case as amended (including, without limitation, as to principal amount), modified, renewed, refunded, replaced or refinanced from time to time (whether or not with the original agents or lenders and whether or not contemplated under the original agreement relating thereto).

“Credit Facilities” means, one or more debt facilities (including, without limitation, the Credit Agreement) or commercial paper facilities, in each case with banks or other institutional lenders providing for revolving credit loans, term loans, receivables financing (including through the sale of receivables to such lenders or to special purpose entities formed to borrow from such lenders against such receivables) or letters of credit, in each case, as amended (including, without limitation, as to principal amount), restated, modified, renewed, refunded, replaced or refinanced in whole or in part from time to time (whether or not with the original agents or lenders and whether or not contemplated under the original agreement relating thereto).

“Custodian” means the Trustee, as custodian for the Notes in global form, or any successor entity thereto.

7

“Default” means any event that is, or with the passage of time or the giving of notice or both would be, an Event of Default.

“Designated Senior Debt” means:

(1) any Indebtedness outstanding under the Credit Agreement; and

(2) after payment in full of all Obligations under the Credit Agreement, any other Senior Debt permitted under the Indenture the principal amount of which is $35.0 million or more and that has been designated by the Company as “Designated Senior Debt.”

“Disqualified Stock” means any Capital Stock that, by its terms (or by the terms of any security into which it is convertible, or for which it is exchangeable, in each case at the option of the holder of the Capital Stock), or upon the happening of any event, matures or is mandatorily redeemable, pursuant to a sinking fund obligation or otherwise, or redeemable at the option of the holder of the Capital Stock, in whole or in part, on or prior to the date that is 91 days after the date on which the Notes mature.

Notwithstanding the preceding sentence, any Capital Stock that would constitute Disqualified Stock solely because the holders of the Capital Stock have the right to require the Company to repurchase such Capital Stock upon the occurrence of a Change of Control or an Asset Sale will not constitute Disqualified Stock if the terms of such Capital Stock provide that the Company may not repurchase or redeem any such Capital Stock pursuant to such provisions unless such repurchase or redemption complies with the provisions of Section 4.01 hereof.

“Domestic Subsidiary” means any Restricted Subsidiary organized under the laws of the United States or any state of the United States or the District of Columbia.

“Equity Interests” means Capital Stock and all warrants, options or other rights to acquire Capital Stock (but excluding any debt security that is convertible into, or exchangeable for, Capital Stock).

“Equity Offering” means any public or private sale by the Company for cash (in an amount resulting in gross proceeds of not less than $25.0 million) of its common stock or preferred stock (excluding Disqualified Stock).

“Excluded Subsidiaries” means those Domestic Subsidiaries that are designated by the Company as Domestic Subsidiaries that will not be Guarantors; provided, however, that in no event will the Excluded Subsidiaries, either individually or collectively, hold more than 10% of the consolidated assets of the Company and its Domestic Subsidiaries as of the end of any fiscal quarter or account for more than 10% of the consolidated revenue of the Company and its Domestic Subsidiaries during the most recent four-quarter period (in each case determined as of the most recent fiscal quarter for which the Company has internal financial statements available); provided, further, that any Domestic Subsidiary that guarantees other Indebtedness of the Company may not be designated as or continue to be an Excluded Subsidiary. In the event any Domestic Subsidiaries previously designated as Excluded Subsidiaries cease to meet the requirements of the previous sentence, the Company will promptly cause one or more of such Domestic Subsidiaries to become Guarantors so that the requirements of the previous sentence are complied with.

“Existing Indebtedness” means Indebtedness of the Company and its Restricted Subsidiaries (other than Indebtedness under the Credit Agreement) in existence on the Issue Date, until

8

such amounts are repaid, including, without limitation, all Indebtedness incurred by the Company and its Restricted Subsidiaries in connection with the Concurrent Financing Transactions (other than Indebtedness under the Credit Agreement).

“Fixed Charges” means, with respect to any specified Person for any period, the sum, without duplication, of:

(1) the consolidated interest expense of such Person and its Restricted Subsidiaries for such period, whether paid or accrued, including, without limitation, amortization of debt issuance costs and original issue discount, non-cash interest payments, the interest component of any deferred payment obligations, the interest component of all payments associated with Capital Lease Obligations, commissions, discounts and other fees and charges incurred in respect of letter of credit or bankers’ acceptance financings, and net of the effect of all payments made or received pursuant to Hedging Obligations; plus

(2) the consolidated interest of such Person and its Restricted Subsidiaries that was capitalized during such period; plus

(3) any interest expense on Indebtedness of another Person that is Guaranteed by such Person or one of its Restricted Subsidiaries or secured by a Lien on assets of such Person or one of its Restricted Subsidiaries, to the extent such Guarantee or Lien is called upon; plus

(4) the product of (a) all dividends, whether paid or accrued and whether or not in cash, on any series of preferred stock of such Person or any of its Restricted Subsidiaries, other than dividends on Equity Interests payable solely in Equity Interests of the Company (other than Disqualified Stock) or to the Company or a Restricted Subsidiary, times (b) a fraction, the numerator of which is one and the denominator of which is one minus the then current combined federal, state and local statutory tax rate of such Person, expressed as a decimal, in each case, on a consolidated basis and in accordance with GAAP.

“Fixed Charge Coverage Ratio” means with respect to any specified Person for any period, the ratio of the Consolidated Cash Flow of such Person for such period to the Fixed Charges of such Person for such period. In the event that the specified Person or any of its Restricted Subsidiaries incurs, assumes, Guarantees, repays, repurchases or redeems any Indebtedness (other than ordinary working capital borrowings) or issues, repurchases or redeems preferred stock subsequent to the commencement of the period for which the Fixed Charge Coverage Ratio is being calculated and on or prior to the date on which the event for which the calculation of the Fixed Charge Coverage Ratio is made (the “Calculation Date”), then the Fixed Charge Coverage Ratio will be calculated giving pro forma effect to such incurrence, assumption, Guarantee, repayment, repurchase or redemption of Indebtedness, or such issuance, repurchase or redemption of preferred stock, and the use of the proceeds therefrom as if the same had occurred at the beginning of the applicable four-quarter reference period.

In addition, for purposes of calculating the Fixed Charge Coverage Ratio, pro forma effect will be given to:

(1) acquisitions of any operations or businesses or assets (other than assets acquired in the ordinary course of business) that have been made by the specified Person or any of its Restricted Subsidiaries, including through purchases or through

9

mergers or consolidations and including any related financing transactions, during the four-quarter reference period or subsequent to such reference period and on or prior to the Calculation Date, as if they had occurred on the first day of the four-quarter reference period; and

(2) the discontinuance of operations or businesses and dispositions of operations or businesses or assets (other than assets disposed of in the ordinary course of business) during the four quarter reference period or subsequent to such reference period and on or prior to the Calculation Date, as if they had occurred on the first day of the four quarter reference period.

“GAAP” means generally accepted accounting principles set forth in the opinions and pronouncements of the Accounting Principles Board of the American Institute of Certified Public Accountants and statements and pronouncements of the Financial Accounting Standards Board or in such other statements by such other entity as have been approved by a significant segment of the accounting profession, which are in effect on the date of determination.

“Guarantee” means a guarantee other than by endorsement of negotiable instruments for collection in the ordinary course of business, direct or indirect, in any manner including, without limitation, by way of a pledge of assets or through letters of credit or reimbursement agreements in respect thereof, of all or any part of any Indebtedness.

“Guarantors” means each of:

(1) the Domestic Subsidiaries of the Company as of the Issue Date other than Excluded Subsidiaries; and

(2) any other Subsidiary that executes a Subsidiary Guarantee in accordance with the provisions of the Indenture,

and their respective successors and assigns; provided that upon the release and discharge of any Person from its Subsidiary Guarantee in accordance with this Indenture, such Person shall cease to be a Guarantor.

“Hedging Obligations” means, with respect to any specified Person, the obligations of such Person under:

(1) interest rate swap agreements, interest rate cap agreements and interest rate collar agreements; and

(2) other agreements or arrangements designed to protect such Person against fluctuations in interest rates or foreign exchange rates.

“Indebtedness” means, with respect to any specified Person, any indebtedness of such Person, whether or not contingent:

(1) in respect of borrowed money;

(2) evidenced by bonds, notes, debentures or similar instruments or letters of credit (or reimbursement agreements in respect thereof);

10

(3) in respect of banker’s acceptances;

(4) representing Capital Lease Obligations;

(5) representing the balance deferred and unpaid of the purchase price of any property; or

(6) representing any Hedging Obligations,

if and to the extent any of the preceding items (other than letters of credit and Hedging Obligations) would appear as a liability upon a balance sheet of the specified Person prepared in accordance with GAAP. In addition, the term “Indebtedness” includes all Indebtedness of others secured by a Lien on any asset of the specified Person (whether or not such Indebtedness is assumed by the specified Person) and, to the extent not otherwise included, the Guarantee by the specified Person of any indebtedness of any other Person, in each case limited to the maximum amount of liability of the specified Person with respect to such Lien or Guarantee on the date in question. Notwithstanding anything in the foregoing to the contrary, Indebtedness shall not include trade payables or accrued expenses for property or services incurred in the ordinary course of business.

The amount of any Indebtedness issued with original issue discount will be the accreted value of such Indebtedness.

“Indenture” shall mean the Base Indenture, as amended from time to time with respect to the Notes, and together with and as supplemented by this First Supplemental Indenture.

“Investment Grade” means (1) with respect to S&P, any of the rating categories from and including AAA to and including BBB- and (2) with respect to Moody’s, any of the rating categories from and including Aaa to and including Baa3.

“Investments” means, with respect to any Person, all direct or indirect investments by such Person in other Persons (including Affiliates) in the forms of loans (including Guarantees or other obligations), advances or capital contributions (excluding commission, travel and similar advances to directors, officers and employees made in the ordinary course of business), purchases or other acquisitions for consideration of Indebtedness, Equity Interests or other securities, together with all items that are or would be classified as investments on a balance sheet prepared in accordance with GAAP. If the Company or any Restricted Subsidiary sells or otherwise disposes of any Equity Interests of any direct or indirect Restricted Subsidiary such that, after giving effect to any such sale or disposition, such Person is no longer a Restricted Subsidiary, the Company will be deemed to have made an Investment on the date of any such sale or disposition equal to the fair market value of the Equity Interests of such Restricted Subsidiary not sold or disposed of in an amount determined as provided in the final paragraph of Section 4.01 hereof; provided that the Company shall not have been deemed to have made an Investment pursuant to the foregoing if the Company shall have previously or concurrently therewith been deemed to have made an Investment in connection with such Equity Interests. The acquisition by the Company or any Restricted Subsidiary of a Person that holds an Investment in a third Person will be deemed to be an Investment by the Company or such Restricted Subsidiary in such third Person in an amount equal to the fair market value of the Investment held by the acquired Person in such third Person in an amount determined as provided in the final paragraph of Section 4.01 hereof; provided, the Company or such Restricted Subsidiary shall not have been deemed to have made an Investment pursuant to the foregoing if the Company or any Restricted Subsidiary shall have previously or concurrently therewith been deemed to have made an Investment in connection with such acquisition. “Investments” shall exclude extensions of trade credit.

11

“Issue Date” means the original issue date for the first issuance of Notes offered hereunder.

“Lien” means, with respect to any asset, any mortgage, lien, pledge, charge, security interest or encumbrance of any kind in respect of such asset, whether or not filed, recorded or otherwise perfected under applicable law, including any conditional sale or other title retention agreement, any lease in the nature thereof, any option or other agreement to sell or give a security interest in and any filing of or agreement to give any financing statement under the Uniform Commercial Code (or equivalent statutes) of any jurisdiction.

“Net Income” means, with respect to any specified Person, the net income (loss) of such Person, determined in accordance with GAAP and before any reduction in respect of preferred stock dividends, excluding, however:

(1) any gain or loss, together with any related provision for taxes on such gain or loss, realized in connection with: (a) any Asset Sale; or (b) the disposition of any securities by such Person or any of its Restricted Subsidiaries or the extinguishment of any Indebtedness of such Person or any of its Restricted Subsidiaries; and

(2) any extraordinary, unusual or non-recurring gain, charge, expense or loss, together with any related provision for taxes on such extraordinary, unusual or non-recurring gain, charge, expense or loss.

“Net Proceeds” means the aggregate cash proceeds and Cash Equivalents received by the Company or its Restricted Subsidiaries in respect of any Asset Sale (including, without limitation, any cash received upon the sale or other disposition of any non-cash consideration received in any Asset Sale), net of the direct costs relating to such Asset Sale, including, without limitation, legal, accounting and investment banking fees, sales commissions, any relocation expenses incurred as a result of the Asset Sale, any taxes paid or payable as a result of the Asset Sale, in each case, after taking into account any available tax credits or deductions and any tax sharing arrangements, amounts required to be applied to the repayment of Indebtedness, all distributions and other payments required to be made to non-majority interest holders in subsidiaries or joint ventures as a result of such Asset Sale and appropriate amounts to be provided by the Company or any Restricted Subsidiary, as the case may be, as a reserve required in accordance with GAAP against any liabilities associated with such Asset Sale and retained by the Company or any Restricted Subsidiary, as the case may be, after such Asset Sale, including, without limitation, pension and other post-employment benefit liabilities, liabilities related to environmental matters and liabilities under any indemnification obligations associated with such Asset Sale.

“Obligations” means any principal, interest, penalties, fees, indemnifications, reimbursements, damages and other liabilities payable under the documentation governing any Indebtedness.

“Permitted Business” means the business or businesses conducted by the Company and its Restricted Subsidiaries as of the Issue Date and any business ancillary or complementary thereto.

“Permitted Investments” means:

(1) any Investment in the Company or in a Restricted Subsidiary;

(2) any Investment in Cash Equivalents;

12

(3) any Investment by the Company or any Restricted Subsidiary in a Person, if as a result of such Investment:

(a) such Person becomes a Restricted Subsidiary; or

(b) such Person is merged, consolidated or amalgamated with or into, or transfers or conveys substantially all of its assets to, or is liquidated into, the Company or a Restricted Subsidiary;

(4) any Investment made as a result of the receipt of non-cash consideration from an Asset Sale that was made pursuant to and in compliance with the provisions of Section 4.04 hereof;

(5) any Investment received to the extent the consideration therefor was the issuance of Equity Interests (other than Disqualified Stock) of the Company;

(6) Hedging Obligations;

(7) intercompany Indebtedness to the extent permitted under Section 4.03 hereof;

(8) Investments in prepaid expenses, negotiable instruments held for collection and lease, utility and workers’ compensation, performance and other similar deposits made in the ordinary course of business and Investments to secure participation in government reimbursement programs;

(9) loans and advances to officers, directors and employees made in the ordinary course of business;

(10) Investments represented by accounts and notes receivable created or acquired in the ordinary course of business;

(11) Investments existing on the Issue Date and any renewal or replacement thereof on terms and conditions not materially less favorable than that being renewed or replaced;

(12) Investments by any qualified or nonqualified benefit plan established by the Company or its Restricted Subsidiaries made in accordance with the terms of such plan, or any Investments made by the Company or any Restricted Subsidiary in connection with the funding thereof;

(13) Investments received in settlement of debts owed to the Company or any Restricted Subsidiary, including, without limitation, as a result of foreclosure, perfection or enforcement of any Lien or indebtedness or in connection with any bankruptcy, liquidation, receivership or insolvency proceeding;

(14) Investments as of the Issue Date in Unrestricted Subsidiaries so designated as of the Issue Date;

(15) Investments in any Subsidiary that constitutes a special purpose entity formed for the primary purpose of financing receivables or for the primary purpose of

13

issuing trust preferred or similar securities in a transaction permitted by Section 4.03 hereof; and

(16) other Investments in any Person having an aggregate fair market value (measured on the date each such Investment was made and without giving effect to subsequent changes in value), when taken together with all other outstanding Investments made pursuant to this clause (16), not to exceed 20.0% of Consolidated Assets in the aggregate at any one time outstanding.

“Permitted Junior Securities” means:

(1) Equity Interests in the Company or any Guarantor; or

(2) debt securities that are subordinated to all Senior Debt and any debt securities issued in exchange for Senior Debt to substantially the same extent as, or to a greater extent than, the Notes and the Subsidiary Guarantees are subordinated to Senior Debt under the Indenture.

“Permitted Liens” means:

(1) Liens securing Senior Debt;

(2) Liens in favor of the Company or its Restricted Subsidiaries;

(3) Liens on property of a Person existing at the time such Person is merged with or into or consolidated with the Company or any Restricted Subsidiary; provided that such Liens were in existence prior to the contemplation of such merger or consolidation and do not extend to any assets other than those of the Person merged into or consolidated with the Company or the Restricted Subsidiary;

(4) Liens on property existing at the time of acquisition of the property by the Company or any Restricted Subsidiary, provided that such Liens were in existence prior to the contemplation of such acquisition;

(5) Liens to secure Indebtedness (including, without limitation, Capital Lease Obligations) permitted by clause (d) of the second paragraph of Section 4.03 hereof covering only the assets acquired with such Indebtedness;

(6) Liens existing on the Issue Date;

(7) Liens for taxes, assessments or governmental charges or claims that are not yet delinquent or that are being contested in good faith by appropriate proceedings promptly instituted and diligently concluded, provided that any reserve or other appropriate provision as is required in conformity with GAAP has been made therefor;

(8) Liens securing any Hedging Obligations of the Company or any Restricted Subsidiary;

(9) Liens securing any Indebtedness otherwise permitted to be incurred under the Indenture, the proceeds of which are used to refinance Indebtedness of the

14

Company or any Restricted Subsidiary, provided that such Liens extend to or cover only the assets secured by the Indebtedness being refinanced;

(10) Liens on property of a Person existing at the time such Person becomes a Restricted Subsidiary, provided that such Liens were not incurred in connection with, or in contemplation of, such Person becoming a Restricted Subsidiary;

(11) statutory Liens and other Liens imposed by law incurred in the ordinary course of business for sums not yet delinquent or being contested in good faith, if the Company or any applicable Restricted Subsidiaries shall have made any reserves or other appropriate provision required by GAAP;

(12) Liens incurred or deposits made in the ordinary course of business in connection with workers’ compensation, unemployment insurance and other types of social security, or to secure the performance of tenders, statutory obligations, surety and appeal bonds, bids, leases, government contracts, performance, return-of-money bonds, participation in government reimbursement programs and other similar obligations;

(13) judgment Liens not giving rise to an Event of Default, so long as any appropriate legal proceedings which may have been duly initiated for the review of such judgment shall not have been finally terminated or the period within which such proceedings may be initiated shall not have expired;

(14) easements, rights-of-way, zoning restrictions and other similar charges or encumbrances in respect of real property not interfering in any material respect with the conduct of the business of the Company or any of its Restricted Subsidiaries;

(15) any interest or title of a lessor in assets or property subject to Capitalized Lease Obligations or an operating lease of the Company or any Restricted Subsidiary;

(16) Liens incurred in connection with a financing involving the sale or other disposition of accounts receivable and related assets (including, without limitation, in connection with a securitization or similar financing);

(17) leases or subleases granted to others not interfering with the ordinary conduct of the business of the Company or any of the Restricted Subsidiaries;

(18) bankers’ liens with respect to the right of set-off arising in the ordinary course of business against amounts maintained in bank accounts or certificates of deposit in the name of the Company or any Restricted Subsidiary;

(19) the interest of any issuer of a letter of credit in any cash or Cash Equivalents deposited with or for the benefit of such issuer as collateral for such letter of credit; provided that the Indebtedness so collateralized is permitted to be incurred by the terms of this Indenture;

(20) any Lien consisting of a right of first refusal or option to purchase an ownership interest in any Restricted Subsidiary or to purchase assets of the Company or any

15

Restricted Subsidiary, which right of first refusal or option is entered into in the ordinary course of business or is otherwise permitted under the Indenture;

(21) any Lien granted to the Trustee pursuant to the terms of the Indenture and any substantially equivalent Lien granted to the respective trustees under the indentures for other debt securities of the Company; and

(22) Liens incurred in the ordinary course of business of the Company or any Restricted Subsidiary with respect to obligations that do not exceed $50.0 million at any one time outstanding.

“Permitted Refinancing Indebtedness” means any Indebtedness of the Company or any Restricted Subsidiary issued in exchange for, or the net proceeds of which are used to extend, refinance, renew, replace, defease or refund other Indebtedness of the Company or any of its Restricted Subsidiaries (other than intercompany Indebtedness); provided that:

(1) the principal amount of such Permitted Refinancing Indebtedness does not exceed the principal amount of the Indebtedness extended, refinanced, renewed, replaced, defeased or refunded (plus all accrued interest on the Indebtedness and the amount of all fees, expenses and premiums incurred in connection therewith);

(2) if the Indebtedness being extended, refinanced, renewed, replaced, defeased or refunded is other than Senior Debt, such Permitted Refinancing Indebtedness has a final maturity date not earlier than the final maturity date of, and has a Weighted Average Life to Maturity equal to or greater than, the Weighted Average Life to Maturity of, the Indebtedness being extended, refinanced, renewed, replaced, defeased or refunded, except that, in the case of a refinancing, replacement, defeasance or refunding of the 4.00% Convertible Subordinated Debentures due 2033, such Permitted Refinancing Indebtedness may have a final maturity date and a Weighted Average Life to Maturity of no earlier than one year after the final maturity date and Weighted Average Life to Maturity of the Notes;

(3) if the Indebtedness being extended, refinanced, renewed, replaced, defeased or refunded is subordinated in right of payment to the Notes, such Permitted Refinancing Indebtedness is subordinated in right of payment to the Notes on terms not materially less favorable to the Holders of Notes as those contained in the documentation governing the Indebtedness being extended, refinanced, renewed, replaced, defeased or refunded, except that, in the case of a refinancing, replacement, defeasance or refunding of the 4.00% Convertible Subordinated Debentures due 2033, such Permitted Refinancing Indebtedness may be subordinate or pari passu in right of payment to the Notes; and

(4) if the Indebtedness being extended, refinanced, renewed, replaced, defeased or refunded was incurred by the Company, the obligor on the Permitted Refinancing Indebtedness may not be a Restricted Subsidiary.

“Person” means any individual, corporation, partnership, joint venture, association, joint-stock company, trust, unincorporated organization, limited liability company or government or other entity.

16

“Principal” means Joel Gemunder, an entity controlled by Joel Gemunder and/or a trust for his benefit or any employee benefit plan of the Company (including plans for the benefit of employees of its Restricted Subsidiaries).

“Rating Event” has the meaning set forth in Section 4.11 hereof.

“Related Party” means:

(1) any controlling stockholder, 80% (or more) owned Subsidiary, or immediate family member (in the case of an individual) of any Principal; or

(2) any trust, corporation, partnership or other entity, the beneficiaries, stockholders, partners, owners or Persons beneficially holding an 80% or more controlling interest of which consist of any one or more Principals and/or such other Persons referred to in the immediately preceding clause (1).

“Replacement Assets” mean properties or assets substantially similar to the assets disposed of in a particular Asset Sale and acquired to replace the properties or assets that were the subject of such Asset Sale or that are otherwise useful in a Permitted Business.

“Restricted Investment” means an Investment other than a Permitted Investment.

“Restricted Subsidiary” means any direct or indirect Subsidiary of the Company other than an Unrestricted Subsidiary.

“Senior Debt” means:

(1) all obligations of the Company or any Guarantor related to the Credit Agreement, whether for principal, premium, if any, interest, including interest accruing after the filing of, or which would have accrued but for the filing of, a petition by or against the Company or such Guarantor under applicable bankruptcy laws, whether or not such interest is lawfully allowed as a claim after such filing, and all other amounts payable in connection therewith, including, without limitation, any fees, premiums, penalties, expenses, reimbursements, indemnities, damages and other liabilities; and

(2) the principal of, premium, if any, and interest on all other Indebtedness of the Company or any Guarantor, other than the Notes, and all Hedging Obligations, in each case whether outstanding on the Issue Date or thereafter created, incurred or assumed, unless, in the case of any particular Indebtedness or Hedging Obligation, the instrument creating or evidencing the Indebtedness or Hedging Obligation expressly provides that such Indebtedness or Hedging Obligation shall not be senior in right of payment to the Notes.

Notwithstanding the foregoing, “Senior Debt” does not include:

(a) Indebtedness evidenced by the Notes and the Subsidiary Guarantees;

(b) Indebtedness of the Company or any Guarantor that is expressly subordinated in right of payment to any Senior Debt of the Company or such Guarantor or the Notes or the applicable Subsidiary Guarantee;

17

(c) Indebtedness of the Company or any Guarantor that by operation of law is subordinate to any general unsecured obligations of the Company or such Guarantor;

(d) Indebtedness of the Company or any Guarantor to the extent incurred in violation of any covenant prohibiting the incurrence of Indebtedness under the Indenture;

(e) any liability for federal, state or local taxes or other taxes, owed or owing by the Company or any Guarantor;

(f) accounts payable or other liabilities owed or owing by the Company or any Guarantor to trade creditors, including Guarantees thereof or instruments evidencing such liabilities;

(g) amounts owed by the Company or any Guarantor for compensation to employees or for services rendered to the Company or such Guarantor;

(h) Indebtedness of the Company or any Guarantor to any Restricted Subsidiary or any other Affiliate of the Company or such Guarantor;

(i) Capital Stock of the Company or any Guarantor;

(j) Indebtedness which when incurred and without respect to any election under Section 1111(b) of Title 11 of the U.S. Code is without recourse to the Company or any Restricted Subsidiary;

(k) the 8-1/8% Notes;

(l) the 5% Convertible Subordinated Debentures due 2007; and

(m) the 4.00% Convertible Subordinated Debentures due 2033.

“Significant Subsidiary” means any Subsidiary that would be a “significant subsidiary” as defined in Article 1, Rule 1-02 of Regulation S-X, promulgated pursuant to the Securities Act, as such Regulation is in effect on the date hereof.

“Stated Maturity” means, with respect to any installment of interest or principal on any series of Indebtedness, the date on which the payment of interest or principal was scheduled to be paid in the original documentation governing such Indebtedness, and will not include any contingent obligations to repay, redeem or repurchase any such interest or principal prior to the date originally scheduled for the payment thereof.

“Subsidiary” means, with respect to any specified Person, (a) any corporation more than 50% of the outstanding securities having ordinary voting power of which shall at the time be owned or controlled, directly or indirectly, by such Person or by one or more of its Restricted Subsidiaries or by such Person and one or more of its Restricted Subsidiaries, or (b) any partnership, limited liability company, association, joint venture or similar business organization more than 50% of the ownership interests having ordinary voting power of which shall at the time be so owned or controlled.

18

“Treasury Rate” means, at any date of determination, the yield to maturity as of such date (as compiled by and published in the most recent Federal Reserve Statistical Release H.15(519), which has become publicly available at least two business days prior to the date of the redemption notice for which such computation is being made (or if such Statistical Release is no longer published, as reported in any publicly available source of similar market data)), of United States Treasury securities with a constant maturity most nearly equal to the period from the relevant redemption date to June 1, 2008; provided that, if such period is not equal to the constant maturity of the United States Treasury security for which a weekly average yield is given, the Treasury Rate shall be obtained by linear interpolation (calculated to the nearest one-twelfth of a year) from the weekly average yields of United States Treasury securities for which such yields are given, except that if such period is less than one year, the weekly average yield on actually traded United States Treasury securities adjusted to a constant maturity of one year shall be used.

“Trust PIERS” means the $300.0 million aggregate principal amount 4.00% Trust PIERS due 2033 issued by Omnicare Capital Trust I on the Issue Date, plus up to $45.0 million aggregate principal amount issued upon exercise of the underwriters’ over-allotment option.

“Unrestricted Subsidiary” means any Subsidiary of the Company that is designated by the Board of Directors of the Company as an Unrestricted Subsidiary pursuant to a Board Resolution, but only to the extent that such Subsidiary:

(1) has no Indebtedness other than Indebtedness that is without recourse to the Company or its Restricted Subsidiaries;

(2) is not party to any agreement, contract, arrangement or understanding with the Company or any Restricted Subsidiary unless the terms of any such agreement, contract, arrangement or understanding are not materially less favorable to the Company or such Restricted Subsidiary than those that might be obtained at the time from Persons who are not Affiliates of the Company;

(3) is a Person with respect to which neither the Company nor any of its Restricted Subsidiaries has any (a) continuing direct or indirect obligation to subscribe for additional Equity Interests or (b) direct or indirect obligation to maintain or preserve such Person’s financial condition or to cause such Person to achieve any specified levels of operating results; and

(4) has not guaranteed or otherwise directly or indirectly provided credit support for any Indebtedness of the Company or any of its Restricted Subsidiaries.

In addition, any Subsidiary that constitutes a special purpose entity formed for the primary purpose of financing receivables or for the primary purpose of issuing trust preferred or similar securities in connection with a transaction permitted by Section 4.03 hereof, shall be an Unrestricted Subsidiary.

Any designation of a Subsidiary of the Company as an Unrestricted Subsidiary after the Issue Date will be evidenced to the Trustee by filing with the Trustee a certified copy of the Board Resolution giving effect to such designation and an officers’ certificate certifying that such designation complied with the preceding conditions and was permitted by Section 4.01 hereof. If, at any time, any Unrestricted Subsidiary would fail to meet the preceding requirements as an Unrestricted Subsidiary, it will thereafter cease to be an Unrestricted Subsidiary for purposes hereof and any Indebtedness of such Subsidiary will be deemed to be incurred by a Restricted Subsidiary of the Company as of such date and, if such Indebtedness is not permitted to be incurred as of such date under Section 4.03 hereof, the

19

Company will be in default of such covenant. The Board of Directors of the Company may at any time designate any Unrestricted Subsidiary to be a Restricted Subsidiary; provided that such designation will be deemed to be an incurrence of Indebtedness by a Restricted Subsidiary of any outstanding Indebtedness of such Unrestricted Subsidiary and such designation will only be permitted if (1) such Indebtedness is permitted under Section 4.03 hereof, calculated on a pro forma basis as if such designation had occurred at the beginning of the four quarter reference period; and (2) no Default or Event of Default would be in existence following such designation.

“Voting Stock” of any Person as of any date means the Capital Stock of such Person that is at the time entitled to vote in the election of the Board of Directors of such Person.

“Weighted Average Life to Maturity” means, when applied to any Indebtedness at any date, the number of years obtained by dividing:

(1) the sum of the products obtained by multiplying (a) the amount of each then remaining installment, sinking fund, serial maturity or other required payments of principal, including payment at final maturity, in respect of the Indebtedness, by (b) the number of years (calculated to the nearest one-twelfth) that will elapse between such date and the making of such payment; by

(2) the then outstanding principal amount of such Indebtedness.

Section 1.02. Other Definitions

Term	Defined in Section
Asset Sale Offer	4.04
Excess Proceeds	4.04
Exchange Act	4.07
Offer Amount	3.03
Offer Period	3.03
Moody’s	4.11
Permitted Debt	4.03
Payment Default	6.01
Purchase Date	3.03
Rating Event	4.11
S&P	4.11
Subsidiary Guarantee	10.01

ARTICLE II

THE NOTES

Section 2.01. Title. Subject to and in accordance with Section 2.03 of the Base Indenture, the Company hereby establishes a series of securities to be issued under the Indenture with the title “6 ¹/8% Senior Subordinated Notes due June 1, 2013.”

Section 2.02. Aggregate Initial Principal Amount. Subject to being increased by the Company from time to time as shall be stated in an Officers’ Certificate, the aggregate initial principal amount of the Notes which may be authenticated and delivered pursuant to this First Supplemental Indenture (except for Notes authenticated and delivered upon registration or transfer of, or in exchange

20

for, or in lieu of, other Notes pursuant to Sections 2.08, 2.09, 2.12, 3.06 or 9.05 of the Base Indenture and except for Notes which, pursuant to Section 2.04 of the Base Indenture, are deemed never to have been authenticated and delivered) is $250.0 million. The Company may issue additional Notes from time to time hereunder, subject to the provisions of Section 2.04 of the Base Indenture and subject to the limitations set forth in Section 4.03 of this First Supplemental Indenture. All Notes issued on the Issue Date together with any such additional Notes issued under this First Supplemental Indenture will be treated as a single class of securities under the Indenture.

Section 2.03. Form. The Notes will be issued in registered form in denominations of $1,000 and integral multiples thereof. The Notes shall be initially issued in the form of one or more Global Securities substantially in the form of Exhibit A hereto. The Depository with respect to the Notes shall be The Depositary Trust Company. Each Note shall be dated the date of its authentication. The terms and provisions contained in the Notes shall constitute, and are hereby expressly made, a part of this First Supplemental Indenture and the Company, the Guarantors and the Trustee, by their execution and delivery of this First Supplemental Indenture, expressly agree to such terms and provisions and to be bound thereby. However, to the extent any provision of any Note conflicts with the express provisions of the Indenture, the provisions of the Indenture shall govern and be controlling.

Section 2.04. Payment on Global Securities. The Company will make payments in respect of Notes issued in the form of Global Securities (including principal, premium and if any, interest) by wire transfer of immediately available funds to the accounts specified by the Global Securities Holder. The Company will make all payments of principal, interest and premium with respect to Notes issued in permanent form by wire transfer of immediately available funds to the accounts specified by the Holders of such Notes or, if no such account is specified, by mailing a check to each such Holder’s registered address.

ARTICLE III

REDEMPTION

Section 3.01. Optional Redemption. At any time prior to June 1, 2006, the Company may on any one or more occasions redeem up to 35% of the aggregate principal amount of Notes issued under this First Supplemental Indenture at a redemption price of 106.125% of the principal amount, plus accrued interest and unpaid, if any, to the redemption date, with the net cash proceeds of one or more Equity Offerings; provided that:

(a) at least 65% of the aggregate principal amount of Notes issued under this First Supplemental Indenture remains outstanding immediately after the occurrence of such redemption (excluding Notes held by the Company and its Subsidiaries); and

(b) the redemption occurs within 60 days of the date of the closing of such Equity Offering.

At any time prior to June 1, 2008, the Company may redeem all but not part of the Notes, upon not less than 30 nor more than 60 days’ notice, at a redemption price equal to 100% of the principal amount thereof, plus the Applicable Redemption Premium and accrued and unpaid interest to the redemption date.

Except pursuant to the preceding two paragraphs, the Notes will not be redeemable at the Company’s option prior to June 1, 2008. On or after June 1, 2008, the Company may redeem all or a part of the Notes upon not less than 30 nor more than 60 days’ notice, at the redemption prices (expressed as

21

percentages of principal amount) set forth below plus accrued and unpaid interest, if any, on the Notes redeemed, to the applicable redemption date, if redeemed during the twelve-month period beginning on June 1 of the years indicated below:

Year	Percentage
2008	103.063	%
2009	102.042	%
2010	101.021	%
2011 and thereafter	100.000	%

(c) Any redemption pursuant to this Section 3.01 shall be made pursuant to the provisions of Sections 3.01 through 3.06 of the Base Indenture.

Section 3.02. Mandatory Redemption. Except as set forth in Sections 3.03, 4.04 and 4.07, the Company is not required to make mandatory redemption or sinking fund payments with respect to the Notes.

Section 3.03. Offer to Purchase by Application of Excess Proceeds. In the event that, pursuant to Section 4.04 hereof, the Company shall be required to commence an Asset Sale Offer, it shall follow the procedures specified below.

The Asset Sale Offer shall remain open for a period of 20 Business Days following its commencement, except to the extent that a longer period is required by applicable law (the “Offer Period”). No later than five Business Days after the termination of the Offer Period (the “Purchase Date”), the Company shall purchase the principal amount of Notes required to be purchased pursuant to Section 4.04 hereof (the “Offer Amount”) or, if less than the Offer Amount has been tendered, all Notes tendered in response to the Asset Sale Offer.

If the Purchase Date is on or after an interest record date and on or before the related interest payment date, any accrued and unpaid interest shall be paid to the Person in whose name a Note is registered at the close of business on such record date, and no additional interest shall be payable to Holders who tender Notes pursuant to the Asset Sale Offer.

Upon commencement of an Asset Sale Offer, the Company shall send, by first class mail, a notice to the Trustee and each of the Holders. The notice shall contain all instructions and materials necessary to enable such Holders to tender Notes pursuant to the Asset Sale Offer. The Asset Sale Offer shall be made to all Holders. The notice, which shall govern the terms of the Asset Sale Offer, shall state:

(a) that the Asset Sale Offer is being made pursuant to this Section 3.03 and Section 4.04 hereof and the length of time the Asset Sale Offer shall remain open;

(b) the Offer Amount, the purchase price and the Purchase Date;

(c) that any Note not tendered or accepted for payment shall continue to accrete or accrue interest;

(d) that, unless the Company defaults in making such payment, any Note accepted for payment pursuant to the Asset Sale Offer shall cease to accrue interest after the Purchase Date;

22

(e) that Holders electing to have a Note purchased pursuant to an Asset Sale Offer may elect to have Notes purchased in integral multiples of $1,000 only;

(f) that Holders electing to have a Note purchased pursuant to any Asset Sale Offer shall be required to surrender the Note, with the form entitled “Option of Holder to Elect Purchase” on the reverse of the Note completed, or transfer by book-entry transfer, to the Company, a depositary, if appointed by the Company, or a Paying Agent at the address specified in the notice at least three days before the Purchase Date;

(g) that Holders shall be entitled to withdraw their election if the Company, the Depositary or the Paying Agent, as the case may be, receives, no later than the close of business on the last day of the Offer Period, a telegram, telex, facsimile transmission or letter setting forth the name of the Holder, the principal amount of the Note the Holder delivered for purchase and a statement that such Holder is withdrawing his election to have such Note purchased;

(h) that, if the aggregate principal amount of Notes surrendered by Holders exceeds the Offer Amount, the Trustee shall select the Notes to be purchased on a pro rata basis (with such adjustments as may be deemed appropriate by the Trustee so that only Notes in denominations of $1,000, or integral multiples thereof, shall be purchased); and

(i) that Holders whose Notes were purchased only in part shall be issued new Notes equal in principal amount, in amounts of $1,000 and integral multiples of $1,000, to the unpurchased portion of the Notes surrendered (or transferred by book-entry transfer) upon cancellation of the original Notes.

On or before the Purchase Date, the Company shall, to the extent lawful, accept for payment, on a pro rata basis to the extent necessary, the Offer Amount of Notes or portions thereof tendered pursuant to the Asset Sale Offer, or if less than the Offer Amount has been tendered, all Notes tendered, deposit with the Paying Agent an amount equal to the Offer Amount in respect of all Notes or portions of Notes properly tendered and shall deliver to the Trustee an Officers’ Certificate stating that such Notes or portions thereof were accepted for payment by the Company in accordance with the terms of this Section 3.03. The Paying Agent shall promptly (but in any case not later than five Business Days after the Purchase Date) mail or deliver to each tendering Holder an amount equal to the purchase price of the Notes tendered by such Holder and accepted by the Company for purchase, and the Company shall promptly issue a new Note, and the Trustee, upon written request from the Company shall authenticate and mail or deliver such new Note to such Holder, in a principal amount equal to any unpurchased portion of the Note surrendered upon cancellation of the original Note. Any Note not so accepted shall be promptly mailed or delivered by the Company to the Holder thereof. The Company shall publicly announce the results of the Asset Sale Offer on the Purchase Date.

Other than as specifically provided in this Section 3.03, any purchase pursuant to this Section 3.03 shall be made pursuant to the provisions of Sections 3.01 through 3.06 of the Base Indenture.

ARTICLE IV

ADDITIONAL COVENANTS

In addition to the covenants set forth in Article 4 of the Base Indenture, the Notes shall be subject to the additional covenants set forth in this Article IV:

23

Section 4.01. Restricted Payments. The Company shall not, and shall not permit any of its Restricted Subsidiaries to, directly or indirectly:

(a) declare or pay any dividend or make any other payment or distribution on account of the Company’s or any Restricted Subsidiary’s Equity Interests (including, without limitation, any payment in connection with any merger or consolidation involving the Company or any of its Restricted Subsidiaries) or to the direct or indirect holders of the Company’s or any of its Restricted Subsidiaries’ Equity Interests in their capacity as such (other than dividends or distributions payable in Equity Interests (other than Disqualified Stock) of the Company or to the Company or a Restricted Subsidiary);

(b) purchase, redeem or otherwise acquire or retire for value (including, without limitation, in connection with any merger or consolidation involving the Company) any Equity Interests of the Company or any direct or indirect parent of the Company;

(c) make any payment on or with respect to, or purchase, redeem, defease or otherwise acquire or retire for value any Indebtedness that is subordinated to the Notes or the Subsidiary Guarantees, except a payment of interest or principal at the Stated Maturity thereof; or

(d) make any Restricted Investment (all such payments and other actions set forth in these clauses (a) through (d) being collectively referred to as “Restricted Payments”),

unless, at the time of and after giving effect to such Restricted Payment:

(i) no Default or Event of Default has occurred and is continuing or would occur as a consequence of such Restricted Payment; and

(ii) the Company would, at the time of such Restricted Payment and after giving pro forma effect thereto as if such Restricted Payment had been made at the beginning of the applicable four-quarter period, have been permitted to incur at least $1.00 of additional Indebtedness pursuant to the Fixed Charge Coverage Ratio test set forth in the first paragraph of Section 4.03 hereof; and

(iii) such Restricted Payment, together with the aggregate amount of all other Restricted Payments made by the Company and its Restricted Subsidiaries after March 20, 2001 (excluding Restricted Payments permitted by clauses (b), (c), (d), (f), (g), (h), (i), (j), (k), (l) and (m) of the next succeeding paragraph) is less than the sum, without duplication, of:

(A) 50% of the Consolidated Net Income of the Company for the period (taken as one accounting period) from January 1, 2001 to the end of the Company’s most recently ended fiscal quarter for which internal financial statements are available at the time of such Restricted Payment (or, if such Consolidated Net Income for such period is a deficit, less 100% of such deficit), plus

(B) 100% of the aggregate net cash proceeds received by the Company since March 20, 2001 as a contribution to its common equity capital or from the issue or sale of Equity Interests of the Company (other than Disqualified Stock) or from the issue or sale of convertible or exchangeable Disqualified

24

Stock or convertible or exchangeable debt securities that have been converted into or exchanged for such Equity Interests of the Company (other than Equity Interests (or Disqualified Stock or debt securities) sold to a Restricted Subsidiary), plus

(C) to the extent that any Restricted Investment that was made after March 20, 2001 is sold for cash or Cash Equivalents (or a combination thereof) or otherwise liquidated or repaid for cash or Cash Equivalents (or a combination thereof), the lesser of (1) the return of capital with respect to such Restricted Investment (less the cost of disposition, if any) and (2) the initial amount of such Restricted Investment, plus

(D) an amount equal to the sum of (1) the net reduction in Investments in Unrestricted Subsidiaries resulting from cash dividends, repayments of loans or advances or other transfers of assets, in each case to the Company or any Restricted Subsidiary from Unrestricted Subsidiaries, plus (2) the portion (proportionate to the Company’s equity interest in such Subsidiary) of the fair market value of the net assets of an Unrestricted Subsidiary at the time such Unrestricted Subsidiary is designated a Restricted Subsidiary, in each case since March 20, 2001 (provided, however, that the foregoing sum shall not exceed, in the case of any Unrestricted Subsidiary, the amount of Investments made since March 20, 2001 by the Company or any Restricted Subsidiary that were treated as Restricted Payments, and provided, further, that no amount will be included under this clause (D) to the extent it is already included in clauses (A), (B) or (C) above).

So long as no Default has occurred and is continuing or would be caused thereby, the preceding provisions shall not prohibit:

(a) the payment of any dividend within 60 days after the date of declaration of the dividend, if at the date of declaration the dividend payment would have complied with the provisions of the Indenture;

(b) the redemption, repurchase, retirement, defeasance or other acquisition of any subordinated Indebtedness of the Company or any Restricted Subsidiary or of any Equity Interests of the Company in exchange for, or out of the net cash proceeds of the substantially concurrent sale (other than to a Restricted Subsidiary) of, Equity Interests of the Company (other than Disqualified Stock); provided that the amount of any such net cash proceeds that are utilized for any such redemption, repurchase, retirement, defeasance or other acquisition will be excluded from clause (iii)(B) of the preceding paragraph;

(c) the defeasance, redemption, repurchase or other acquisition of subordinated Indebtedness of the Company or any Restricted Subsidiary with the net cash proceeds from an incurrence of Permitted Refinancing Indebtedness;

(d) the payment of any dividend by a Restricted Subsidiary to the holders of its Equity Interests on a pro rata basis;

(e) the repurchase, redemption or other acquisition or retirement for value of any Equity Interests of the Company or any Restricted Subsidiary held by any officer, director or employee of the Company or any Subsidiary of the Company in connection with any

25

management equity subscription agreement, any compensation, retirement, disability, severance or benefit plan or agreement, any stock option or incentive plan or agreement, any employment agreement or any other similar plans or agreements; provided that the aggregate price paid for all such repurchased, redeemed, acquired or retired Equity Interests may not exceed $30.0 million in any calendar year (with unused amounts in any calendar year being carried over to succeeding years);

(f) the payment of dividends by the Company on its common stock in an aggregate annual amount of up to $50.0 million;

(g) the repurchase of any class of Capital Stock of a Restricted Subsidiary (other than Disqualified Stock) if such repurchase is made pro rata among all holders of such class of Capital Stock;

(h) the payment of any scheduled dividend or similar distribution, and any scheduled repayment of the stated amount, liquidation preference or any similar amount at final maturity or on any scheduled redemption or repurchase date, in respect of any series of preferred stock or similar securities of the Company or any Restricted Subsidiary (including Disqualified Stock), provided that (i) such series of preferred stock or similar securities was issued in compliance with Section 4.03 hereof and (ii) such payments were scheduled to be paid in the original documentation governing such series of preferred stock or other securities (it being understood that the foregoing provisions of this clause (h) shall not be deemed to permit the payment of any dividend or similar distribution, or the payment of the stated amount, liquidation preference or any similar amount, prior to the date originally scheduled for the payment thereof);

(i) payments in lieu of fractional shares;

(j) the redemption of the 5% Convertible Subordinated Debentures due 2007;

(k) interest payments on the 4.00% Convertible Subordinated Debentures due 2033 and the corresponding distributions paid to holders of the Trust PIERS;

(l) the distribution of 4.00% Convertible Subordinated Debentures due 2033 to holders of the Trust PIERS in connection with the liquidation of the related trust; and

(m) additional Restricted Payments pursuant to this clause (m) in an aggregate amount not to exceed 5.0% of Consolidated Assets of the Company as of the end of the Company’s most recently completed fiscal quarter for which internal financial statements are available at the time of such Restricted Payment (with each such Restricted Payment being valued as of the date made and without regard to subsequent changes in value).

The amount of all Restricted Payments (other than cash) will be the fair market value on the date of the Restricted Payment of the asset(s) or securities proposed to be transferred or issued by the Company or such Restricted Subsidiary, as the case may be, pursuant to the Restricted Payment. The fair market value of any assets or securities that are required to be valued by this Section 4.01 will be determined by the Board of Directors of the Company in good faith, whose determination with respect thereto will be conclusive.

Section 4.02. Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries. The Company shall not, and shall not permit any of its Restricted Subsidiaries to, directly

26

or indirectly, create or permit to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary to:

(a) pay dividends or make any other distributions on its Capital Stock to the Company or any of its Restricted Subsidiaries, or with respect to any other interest or participation in, or measured by, its profits, or pay any indebtedness owed to the Company or any of its Restricted Subsidiaries;

(b) make loans or advances to the Company or any of its Restricted Subsidiaries; or

(c) transfer any of its properties or assets to the Company or any of its Restricted Subsidiaries.

However, the preceding restrictions will not apply to encumbrances or restrictions existing under or by reason of:

(a) agreements governing Existing Indebtedness and Credit Facilities as in effect on the Issue Date and any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings of those agreements, provided that the amendments, modifications, restatements, renewals, increases, supplements, refundings, replacement or refinancings are not materially more restrictive, taken as a whole, with respect to such dividend and other payment restrictions than those contained in those agreements on the Issue Date or in the Credit Agreement;

(b) the Indenture, the Notes and the Subsidiary Guarantees;

(c) applicable law;

(d) any instrument governing Indebtedness or Capital Stock of a Person acquired by the Company or any of its Restricted Subsidiaries as in effect at the time of such acquisition (except to the extent such Indebtedness or Capital Stock was incurred in connection with or in contemplation of such acquisition), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person, or the property or assets of the Person, so acquired, provided that, in the case of Indebtedness, such Indebtedness was permitted by the terms of the Indenture to be incurred;

(e) customary non-assignment provisions in leases entered into in the ordinary course of business;

(f) purchase money obligations for property acquired in the ordinary course of business that impose restrictions on that property of the nature described in clause (c) of the preceding paragraph;

(g) any agreement for the sale or other disposition of a Restricted Subsidiary or any assets thereof that restricts distributions by that Restricted Subsidiary pending the sale or other disposition;

(h) Permitted Refinancing Indebtedness, provided that the restrictions contained in the agreements governing such Permitted Refinancing Indebtedness are not

27

materially more restrictive, taken as a whole, than those contained in the agreements governing the Indebtedness being refinanced;

(i) Liens securing Indebtedness otherwise permitted to be incurred under Section 4.06 hereof that limit the right of the debtor to dispose of the assets subject to such Liens;

(j) provisions with respect to the disposition or distribution of assets or property in joint venture agreements, asset sale agreements, stock sale agreements and other similar agreements entered into in the ordinary course of business;

(k) restrictions imposed in connection with a financing transaction involving a sale or other disposition of accounts receivable and related assets (including, without limitation, in connection with a securitization or similar financing) or in connection with a financing involving a subsidiary trust or similar financing vehicle that is permitted by Section 4.03 hereof, provided, that such restrictions do not materially adversely affect the Company’s ability to pay interest and principal on the Notes when due; and

(l) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business or imposed by governmental agencies or authorities.

Section 4.03. Incurrence of Indebtedness and Issuance of Preferred Stock. The Company shall not, and shall not permit any of its Restricted Subsidiaries to, directly or indirectly, create, incur, issue, assume, guarantee or otherwise become directly or indirectly liable, contingently or otherwise, with respect to (collectively, “incur”) any Indebtedness (including Acquired Debt), and the Company shall not issue any Disqualified Stock and shall not permit any of its Restricted Subsidiaries to issue any shares of preferred stock; provided, however, that the Company and any Restricted Subsidiary may incur Indebtedness (including Acquired Debt) and the Company may issue Disqualified Stock and any Restricted Subsidiary may issue preferred stock (including Disqualified Stock) if the Fixed Charge Coverage Ratio for the Company’s most recently ended four full fiscal quarters for which internal financial statements are available immediately preceding the date on which such additional Indebtedness is incurred or such Disqualified Stock or preferred stock is issued would have been at least 2.0 to 1, determined on a pro forma basis (including a pro forma application of the net proceeds therefrom), as if the additional Indebtedness had been incurred or the Disqualified Stock or preferred stock had been issued, as the case may be, at the beginning of such four-quarter period.

The first paragraph of this Section 4.03 will not prohibit the following (collectively, “Permitted Debt”):

(a) the incurrence by the Company and its Restricted Subsidiaries of additional Indebtedness and letters of credit under Credit Facilities in an aggregate principal amount at any one time outstanding under this clause (a) (with letters of credit being deemed to have a principal amount equal to the maximum potential liability of the Company and its Restricted Subsidiaries thereunder) not to exceed $1.25 billion;

(b) Existing Indebtedness;

(c) the incurrence by the Company and the Guarantors of Indebtedness represented by the Notes and the related Subsidiary Guarantees to be issued on the Issue Date;

28

(d) the incurrence by the Company or any of its Restricted Subsidiaries of Indebtedness represented by Capital Lease Obligations, mortgage financings or purchase money obligations, in each case, incurred for the purpose of financing all or any part of the purchase price or cost of construction or improvement of property, plant or equipment used in the business of the Company or such Subsidiary, in an aggregate principal amount, including all Permitted Refinancing Indebtedness incurred to refund, refinance or replace any Indebtedness incurred pursuant to this clause (d), not to exceed $40.0 million at any time outstanding;

(e) the incurrence by the Company or any of its Restricted Subsidiaries of Permitted Refinancing Indebtedness in exchange for, or the net proceeds of which are used to refund, refinance or replace Indebtedness (other than intercompany Indebtedness) that was permitted by the Indenture to be incurred under the first paragraph of this Section 4.03 or clauses (b), (c), (d), (j), (m), (n) or this clause (e) of this paragraph;

(f) the incurrence by the Company or any of its Restricted Subsidiaries of intercompany Indebtedness between or among the Company and any of its Restricted Subsidiaries; provided, however, that (i) any subsequent issuance or transfer of Equity Interests that results in any such Indebtedness being held by a Person other than the Company or a Restricted Subsidiary and (ii) any sale or other transfer of any such Indebtedness to a Person that is not either the Company or a Restricted Subsidiary, will be deemed, in each case, to constitute an incurrence of such Indebtedness by the Company or such Restricted Subsidiary, as the case may be, that was not permitted by this clause (f);

(g) the incurrence by the Company or any of its Restricted Subsidiaries of Hedging Obligations that are incurred for the purpose of fixing or hedging (i) interest rate risk with respect to any Indebtedness that is permitted by the terms of the Indenture to be outstanding or (ii) exchange rate risk with respect to obligations under any agreement or Indebtedness, or with respect to any asset, of such Person that is payable or denominated in a currency other than U.S. Dollars;

(h) the Guarantee by the Company or any of the Restricted Subsidiaries of Indebtedness of the Company or a Restricted Subsidiary that was permitted to be incurred by another provision of this Section 4.03;

(i) the accrual of interest, the accretion or amortization of original issue discount, the payment of interest on any Indebtedness in the form of additional Indebtedness with the same terms, and the payment of dividends on preferred stock (including Disqualified Stock) in the form of additional shares of the same class of preferred stock (including Disqualified Stock) will not be deemed to be an incurrence of Indebtedness or an issuance of preferred stock (including Disqualified Stock) for purposes of this Section 4.03; provided, in each such case, that the amount thereof is included in Fixed Charges of the Company as accrued;

(j) the issuance of Convertible Subordinated Debentures and/or the issuance of Convertible Preferred Stock in an aggregate principal amount (with the liquidation value of the Convertible Preferred Stock being treated as its principal amount for this purpose) not to exceed $500.0 million at any one time outstanding pursuant to this clause (j), plus the issuance of any related securities issued by a subsidiary trust or similar financing vehicle in connection therewith;

29

(k) Indebtedness of the Company or any Restricted Subsidiary consisting of guarantees, indemnities, hold backs or obligations in respect of purchase price adjustments in connection with the acquisition or disposition of assets, including, without limitation, shares of Capital Stock of Restricted Subsidiaries, or contingent payment obligations incurred in connection with the acquisition or disposition of assets which are contingent on the performance of the assets acquired or disposed of;

(l) Indebtedness represented by (i) letters of credit for the account of the Company or any Restricted Subsidiary or (ii) other obligations to reimburse third parties pursuant to any surety bond or other similar arrangements, to the extent that such letters of credit and other obligations, as the case may be, are intended to provide security for workers’ compensation claims, payment obligations in connection with self-insurance, in connection with participation in government reimbursement or other programs or other similar requirements in the ordinary course of business;

(m) the incurrence by the Company or any Restricted Subsidiary of Indebtedness to the extent the proceeds thereof are used to purchase Notes pursuant to a Change of Control Offer; and

(n) the incurrence by the Company or any of its Restricted Subsidiaries of additional Indebtedness (which may include, but is not limited to, Indebtedness of the types referred to in the foregoing clauses (a) through (m)) in an aggregate principal amount (or accreted value, as applicable) at any time outstanding, including all Permitted Refinancing Indebtedness incurred to refund, refinance or replace any Indebtedness incurred pursuant to this clause (n), not to exceed $100.0 million.

For purposes of determining compliance with this Section 4.03, in the event that an item of proposed Indebtedness meets the criteria of more than one of the categories of Permitted Debt described in clauses (a) through (n) above, or is entitled to be incurred pursuant to the first paragraph of this Section 4.03, the Company will be permitted to classify and reclassify such item of Indebtedness in any manner that complies with this Section 4.03. Indebtedness under Credit Facilities outstanding on the date on which Notes are first issued and authenticated hereunder will be deemed to have been incurred on such date in reliance on the exception provided by clause (a) of the definition of Permitted Debt.

Section 4.04. Asset Sales. The Company shall not, and shall not permit any of the Restricted Subsidiaries to, consummate an Asset Sale unless:

(a) the Company (or the Restricted Subsidiary, as the case may be) receives consideration at the time of the Asset Sale at least equal to the fair market value of the assets or Equity Interests issued or sold or otherwise disposed of;

(b) the fair market value is determined by the Company’s Board of Directors and evidenced by a resolution of the Board of Directors; and

(c) at least 70% of the consideration received in the Asset Sale by the Company or such Restricted Subsidiary is in the form of cash, Cash Equivalents and/or Replacement Assets. For purposes of this provision, each of the following will be deemed to be cash:

(i) any liabilities, as shown on the Company’s or such Restricted Subsidiary’s most recent balance sheet, of the Company or any Restricted Subsidiary

30

(other than contingent liabilities and liabilities that are by their terms subordinated to the Notes or any Subsidiary Guarantee) that are assumed by the transferee of any such assets and from which the Company or such Restricted Subsidiary is released from further liability; and

(ii) any securities, notes or other obligations received by the Company or any such Restricted Subsidiary from such transferee that are converted by the Company or such Restricted Subsidiary into cash within 60 days of receipt, to the extent of the cash received in that conversion.

Within 360 days after the receipt of any Net Proceeds from an Asset Sale, the Company may apply those Net Proceeds at its option:

(a) to repay Senior Debt;

(b) to acquire all or substantially all of the assets of, or a majority of the Voting Stock of, another Permitted Business;

(c) to make a capital expenditure;

(d) to acquire Replacement Assets; or

(e) to acquire other long-term assets that are used or useful in a Permitted Business.

Pending the final application of any Net Proceeds, the Company may temporarily invest the Net Proceeds in any manner that is not prohibited hereunder.

Any Net Proceeds from Asset Sales that are not applied or invested as provided in the preceding paragraph will constitute “Excess Proceeds.” When the aggregate amount of Excess Proceeds exceeds $25.0 million, the Company shall make an offer ( an “Asset Sale Offer”) to all Holders of Notes and all holders of other Indebtedness that is pari passu with the Notes containing provisions similar to those set forth herein with respect to offers to purchase or redeem with the proceeds of sales of assets to purchase the maximum principal amount of Notes and such other pari passu Indebtedness that may be purchased out of the Excess Proceeds. The offer price in any Asset Sale Offer will be equal to 100% of principal amount plus accrued and unpaid interest, if any, to the date of purchase, and will be payable in cash. If any Excess Proceeds remain after consummation of an Asset Sale Offer, the Company may use those Excess Proceeds for any purpose not otherwise prohibited by the Indenture. If the aggregate principal amount of notes and other pari passu Indebtedness tendered into such Asset Sale Offer exceeds the amount of Excess Proceeds, the Trustee will select the Notes and such other pari passu Indebtedness to be purchased on a pro rata basis. Upon completion of each Asset Sale Offer, the amount of Excess Proceeds will be reset at zero.

The Company will comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent those laws and regulations are applicable in connection with each repurchase of Notes pursuant to an Asset Sale Offer. To the extent that the provisions of any securities laws or regulations conflict with Section 3.03 hereof or this Section 4.04, the Company will comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations under Section 3.03 hereof or this Section 4.04, by virtue of such conflict.

31

Section 4.05. Transactions with Affiliates. The Company shall not, and shall not permit any of its Restricted Subsidiaries to, make any payment to, or sell, lease, transfer or otherwise dispose of any of its properties or assets to, or purchase any property or assets from, or enter into or make or amend any transaction, contract, agreement, understanding, loan, advance or Guarantee with, or for the benefit of, any Affiliate (each, an “Affiliate Transaction”), unless:

(a) the Affiliate Transaction is on terms that are no less favorable to the Company or the relevant Restricted Subsidiary than those that would have been obtained in a comparable transaction by the Company or such Restricted Subsidiary with an unrelated Person; and

(b) the Company delivers to the Trustee:

(i) with respect to any Affiliate Transaction or series of related Affiliate Transactions involving aggregate consideration in excess of $10.0 million, a resolution of the Company’s Board of Directors set forth in an officers’ certificate certifying that such Affiliate Transaction complies with this Section 4.05 and that such Affiliate Transaction has been approved by a majority of the disinterested members of the Company’s Board of Directors; and

(ii) with respect to any Affiliate Transaction or series of related Affiliate Transactions involving aggregate consideration in excess of $25.0 million, an opinion as to the fairness to the Holders of such Affiliate Transaction from a financial point of view issued by an accounting, appraisal or investment banking firm of national standing in the United States.

The following items will not be deemed to be Affiliate Transactions and, therefore, will not be subject to the provisions of the prior paragraph:

(a) directors’ fees, indemnification and similar arrangements, consulting fees, employee salaries, bonuses or employment agreements, compensation, retirement, disability, severance or employee benefit arrangements and incentive arrangements with, and loans and advances to, any officer, director or employee in the ordinary course of business;

(b) performance of all agreements in existence on the Issue Date and any modification thereto or any transaction contemplated thereby in any replacement agreement therefor so long as such modification or replacement is not materially more disadvantageous to the Company or any of its Restricted Subsidiaries than the original agreement in effect on the Issue Date;

(c) transactions in connection with a financing transaction involving a sale or other disposition of accounts receivable and related assets (including, without limitation, in connection with a securitization or similar financing) or in connection with a financing involving a subsidiary trust or similar financing vehicle that is permitted by Section 4.03 hereof;

(d) transactions in the ordinary course of business with any joint venture that is otherwise permitted by the Indenture; provided, that such joint venture is between or among the Company and/or any of its Subsidiaries on the one hand and third parties that are not otherwise Affiliates of the Company on the other hand;

32

(e) transactions between or among the Company and/or its Restricted Subsidiaries;

(f) transactions with a Person (other than an Unrestricted Subsidiary) that is an Affiliate of the Company solely because the Company or a Restricted Subsidiary owns an Equity Interest in, or controls, such Person;

(g) sales of Equity Interests (other than Disqualified Stock) to Affiliates of the Company; and

(h) Restricted Payments that are permitted by Section 4.01 hereof.

Section 4.06. Liens. The Company shall not, and shall not permit any of its Restricted Subsidiaries to, directly or indirectly, create, incur, assume or suffer to exist any Lien of any kind securing pari passu or subordinated Indebtedness, or trade payables on any asset now owned or hereafter acquired, except Permitted Liens, unless (a) in the case of any Lien securing pari passu Indebtedness, the Notes are secured by a Lien that is senior in priority to or pari passu with such Lien and (b) in the case of any Lien securing subordinated Indebtedness, the Notes are secured by a Lien that is senior in priority to such Lien.

Section 4.07. Offer to Repurchase Upon Change of Control. If a Change of Control occurs, each Holder of Notes will have the right to require the Company to repurchase all or any part (equal to $1,000 or an integral multiple of $1,000) of that Holder’s Notes pursuant to a Change of Control Offer on the terms set forth herein. In the Change of Control Offer, the Company will offer a Change of Control Payment in cash equal to 101% of the aggregate principal amount of Notes repurchased plus accrued and unpaid interest, if any, on the Notes repurchased, to the date of purchase. Within 30 days following any Change of Control, the Company will mail a notice to each Holder describing the transaction or transactions that constitute the Change of Control and offering to repurchase Notes on the Change of Control Payment Date specified in the notice, which date will be no earlier than 30 days and no later than 60 days from the date such notice is mailed, pursuant to the procedures required hereby and described in such notice. The Company will comply with the requirements of Rule 14e-1 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and any other securities laws and regulations thereunder to the extent those laws and regulations are applicable in connection with the repurchase of the Notes as a result of a Change of Control. To the extent that the provisions of any securities laws or regulations conflict with the Change of Control provisions hereof, the Company will comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations under this Section 4.07 by virtue of such conflict.

On the Change of Control Payment Date, the Company will, to the extent lawful:

(a) accept for payment all Notes or portions of Notes properly tendered pursuant to the Change of Control Offer;

(b) deposit with the Paying Agent an amount equal to the Change of Control Payment in respect of all Notes or portions of Notes properly tendered; and

(c) deliver or cause to be delivered to the Trustee the Notes properly accepted together with an Officers’ Certificate stating the aggregate principal amount of Notes or portions of Notes being purchased by the Company.

33

The Paying Agent will promptly mail to each Holder of Notes properly tendered the Change of Control Payment for such Notes, and the Trustee will promptly authenticate and mail (or cause to be transferred by book entry) to each Holder a new Note equal in principal amount to any unpurchased portion of the Notes surrendered, if any; provided that each new Note will be in a principal amount of $1,000 or an integral multiple of $1,000.

Prior to complying with any of the provisions of this Section 4.07, but in any event within 90 days following a Change of Control, the Company will either repay all outstanding Senior Debt or obtain the requisite consents, if any, under all agreements governing outstanding Senior Debt to permit the repurchase of Notes required by this Section 4.07. The Company will publicly announce the results of the Change of Control Offer on or as soon as practicable after the Change of Control Payment Date.

Notwithstanding anything to the contrary in this Section 4.07, the Company will not be required to make a Change of Control Offer upon a Change of Control if a third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth in this Section 4.07 and all other provisions of the Indenture applicable to a Change of Control Offer made by the Company and purchases all Notes properly tendered and not withdrawn under the Change of Control Offer.

Section 4.08. No Senior Subordinated Debt. The Company shall not incur, create, issue, assume, Guarantee or otherwise become liable for any Indebtedness that is subordinate or junior in right of payment to any Senior Debt of the Company and senior in any respect in right of payment to the Notes. No Guarantor will incur, create, issue, assume, guarantee or otherwise become liable for any Indebtedness that is subordinate or junior in right of payment to the Senior Debt of such Guarantor and senior in any respect in right of payment to such Guarantor’s Subsidiary Guarantee.

Section 4.09. Additional Subsidiary Guarantees. If the Company or any of its Restricted Subsidiaries acquires or creates another Domestic Subsidiary after the Issue Date, then that newly acquired or created Domestic Subsidiary (other than an Excluded Subsidiary) will become a Guarantor and execute a supplemental indenture and deliver an opinion of counsel satisfactory to the Trustee within 10 business days after the end of the fiscal quarter in which it was acquired or created.

Section 4.10. Designation of Restricted and Unrestricted Subsidiaries. The Board of Directors of the Company may designate any Restricted Subsidiary to be an Unrestricted Subsidiary if that designation would not cause a Default. If a Restricted Subsidiary is designated as an Unrestricted Subsidiary, the aggregate fair market value of all outstanding Investments owned by the Company and its Restricted Subsidiaries in the Subsidiary so designated will be deemed to be an Investment made as of the time of the designation and will reduce the amount available for Restricted Payments under the first paragraph of Section 4.01 or Permitted Investments, as determined by the Company. That designation will only be permitted if the Investment would be permitted at that time and if the Restricted Subsidiary otherwise meets the definition of an Unrestricted Subsidiary. The Board of Directors of the Company may re-designate any Unrestricted Subsidiary to be a Restricted Subsidiary if the redesignation would not cause a Default.

Section 4.11. Covenant Removal. From and after the first date on which both (a) the Notes are rated Investment Grade by each of Moody’s Investor Service, Inc. (“Moody’s”) and Standard & Poor’s Ratings Group (“S&P”) and (b) there shall not exist a Default or Event of Default under the indenture (a “Rating Event”), the Company and the Restricted Subsidiaries will no longer be subject to Sections 4.01, 4.02, 4.03 (including the application of such Section 4.03 to the designation of an Unrestricted Subsidiary as a Restricted Subsidiary), 4.04, 4.05, 4.09, and clause (d) of the first paragraph

34

of Section 5.01 hereof. Upon the occurrence of a Rating Event, the Subsidiary Guarantees of each of the Guarantors will be automatically released.

In addition, at no time after a Rating Event will the provisions and covenants contained herein at the time of issuance of the Notes that cease to be applicable after the Rating Event be reinstated.

In the event Moody’s or S&P is no longer in existence or issuing ratings, such organization may be replaced by a nationally recognized statistical rating organization (as defined in Rule 436 under the Securities Act) designated by the Company with notice to the Trustee and the foregoing provisions will apply to the rating issued by the replacement rating agency.

ARTICLE V

SUCCESSOR CORPORATION

The Notes shall not be subject to Article 5 of the Base Indenture. In lieu thereof, the Notes shall be subject to the following provisions of this Article V:

Section 5.01. Merger, Consolidation or Sale of Assets. The Company shall not, directly or indirectly: (1) consolidate or merge with or into another Person (whether or not the Company is the surviving corporation); or (2) sell, assign, transfer, convey or otherwise dispose of all or substantially all of the properties or assets of the Company and its Restricted Subsidiaries taken as a whole, in one or more related transactions, to another Person; unless:

(a) either: (i) the Company is the surviving corporation; or (ii) the Person formed by or surviving any such consolidation or merger (if other than the Company) or to which such sale, assignment, transfer, conveyance or other disposition has been made is a corporation organized or existing under the laws of the United States, any state of the United States or the District of Columbia;

(b) the Person formed by or surviving any such consolidation or merger (if other than the Company) or the Person to which such sale, assignment, transfer, conveyance or other disposition has been made assumes all the obligations of the Company under the Notes and the Indenture pursuant to agreements reasonably satisfactory to the Trustee;

(c) immediately after such transaction, on a pro forma basis giving effect to such transaction or series of transactions (and treating any obligation of the Company or any Restricted Subsidiary incurred in connection with or as a result of such transaction or series of transactions as having been incurred at the time of such transaction), no Default or Event of Default exists; and

(d) the Company or the Person formed by or surviving any such consolidation or merger (if other than the Company), or to which such sale, assignment, transfer, conveyance or other disposition has been made, will, on the date of such transaction after giving pro forma effect thereto and any related financing transactions as if the same had occurred at the beginning of the applicable four-quarter period, be permitted to incur at least $1.00 of additional Indebtedness pursuant to the Fixed Charge Coverage Ratio test set forth in the first paragraph of Section 4.03 hereof.

In addition, the Company may not, directly or indirectly, lease all or substantially all of the properties or assets of the Company and its Restricted Subsidiaries, taken as a whole, in one or more

35

related transactions, to any other Person. This Section 5.01 will not apply to a sale, assignment, transfer, conveyance or other disposition of assets between or among the Company and any of the Guarantors.

Section 5.02. Successor Corporation Substituted. Upon any consolidation or merger, or any sale, assignment, transfer, conveyance, transfer or other disposition of all or substantially all of the properties or assets of the Company and its Restricted Subsidiaries, taken as a whole, in accordance with the provisions of Section 5.01 hereof, the successor Person formed by such consolidation or into which the Company is merged or to which such sale, assignment, transfer, conveyance or other disposition is made, shall succeed to, and be substituted for, and may exercise every right and power of, the Company under the Indenture with the same effect as if such successor had been named as the Company therein. When a successor assumes all the obligations of its predecessor under the Indenture and the Notes following a consolidation or merger, or any sale, assignment, transfer, conveyance, transfer or other disposition of 90% or more of the assets of the predecessor in accordance with the foregoing provisions, the predecessor shall be released from those obligations.

ARTICLE VI

DEFAULTS

The Notes shall not be subject to Section 6.01 or Section 6.02 of the Base Indenture. In lieu thereof, the Notes shall be subject to the following provisions of Section 6.01 and Section 6.02 hereof:

Section 6.01. Events of Default. An “Event of Default” occurs if:

(a) the Company defaults in the payment when due of interest on the Notes and such default continues for a period of 30 days, whether or not such payment is prohibited by Article 11 of the Base Indenture;

(b) the Company defaults in the payment when due of principal of or premium, if any, on the Notes when the same becomes due and payable at maturity, upon redemption (including in connection with an offer to purchase) or otherwise, whether or not such payment is prohibited by Article 11 of the Base Indenture;

(c) the Company or any of its Restricted Subsidiaries fails to comply with any of the provisions of Sections 4.04, 4.07 or 5.01 hereof;

(d) the Company or any of its Restricted Subsidiaries fails to observe or perform any other covenant or other agreement in the Indenture or the Notes for 60 days after notice to the Company by the Trustee or the Holders of at least 25% aggregate principal amount of the Notes then outstanding voting as a single class;

(e) the Company or any of its Restricted Subsidiaries defaults under any mortgage, indenture or instrument under which there may be issued or by which there may be secured or evidenced any Indebtedness for money borrowed by the Company or any of its Restricted Subsidiaries (or the payment of which is guaranteed by the Company or any of its Restricted Subsidiaries) whether such Indebtedness or Guarantee exists as of the Issue Date, or is created after the date of the Issue Date, if that default:

36

(i) is caused by a failure to pay principal of, or interest or premium, if any, on such Indebtedness prior to the expiration of the grace period provided in such Indebtedness on the date of such default (a “Payment Default”); or

(ii) results in the acceleration of such Indebtedness prior to its express maturity,

and, in each case, the principal amount of any such Indebtedness, together with the principal amount of any other such Indebtedness under which there has been a Payment Default or the maturity of which has been so accelerated, aggregates $35.0 million or more;

(f) the Company or any of its Restricted Subsidiaries fail to pay final, non-appealable judgments aggregating in excess of $35.0 million that are not covered by insurance or as to which an insurer has not acknowledged coverage in writing, which judgments are not paid, discharged or stayed for a period of 60 days;

(g) the Company or any of its Restricted Subsidiaries that is a Significant Subsidiary pursuant to or within the meaning of Bankruptcy Law:

(i) commences a voluntary case,

(ii) consents to the entry of an order for relief against it in an involuntary case,

(iii) consents to the appointment of a custodian of it or for all or substantially all of its property,

(iv) makes a general assignment of the benefit of its creditors, or

(v) generally is not paying its debts as they become due;

(h) a court of competent jurisdiction enters an order or decree under any Bankruptcy Law that:

(i) is for relief against the Company or any of its Restricted Subsidiaries that is a Significant Subsidiary in an involuntary case;

(ii) appoints a custodian of the Company or any of its Restricted Subsidiaries or for all or substantially all of the property of the Company or any of its Restricted Subsidiaries that is a Significant Subsidiary; or

(iii) orders the liquidation of the Company or any of its Restricted Subsidiaries that is a Significant Subsidiary;

and the order or decree remains unstayed and in effect for 60 consecutive days; or

(i) except as permitted by the Indenture, any Subsidiary Guarantee shall be held in any final, non-appealable judicial proceeding to be unenforceable or invalid or shall cease for any reason to be in full forced and effect or any Guarantor, or any Person acting on

37

behalf of any Guarantor, shall deny or disaffirm its obligations under its Subsidiary Guarantee (unless such Guarantor could be designated as an Excluded Subsidiary).

Section 6.02. Acceleration. If any Event of Default (other than an Event of Default specified in clause (g) or (h) of Section 6.01 hereof with respect to the Company) occurs and is continuing, the Trustee or the Holders of at least 25% in principal amount of the then outstanding Notes may declare all the Notes to be due and payable immediately. Upon any such declaration, the Notes shall become due and payable immediately. Notwithstanding the foregoing, if an Event of Default specified in clause (g) or (h) of Section 6.01 hereof occurs with respect to the Company, all outstanding Notes shall be due and payable immediately without further action or notice. The Holders of a majority in aggregate principal amount of the then outstanding Notes by written notice to the Trustee may on behalf of all of the Holders rescind an acceleration and its consequences if all existing Events of Default (except nonpayment of principal, interest or premium that has become due solely because of the acceleration) have been cured or waived.

Section 6.03. Applicability of Certain Other Provisions. The Notes shall be subject to Sections 6.03 through 6.11 of the Base Indenture, except that the reference in Section 6.08 of the Base Indenture to clauses (a) or (b) of Section 6.01 of the Base Indenture shall be changed to clauses (a) or (b) of Section 6.01 hereof.

Section 6.04. Notice. Upon becoming aware of any Default or Event of Default, the Company shall deliver to the Trustee a statement specifying such Default or Event of Default.

ARTICLE VII

AMENDMENT, SUPPLEMENT AND WAIVER

Section 7.01. Applicability of Certain Provisions. The Notes shall be subject to Article 9 of the Base Indenture, except that:

(i) Section 9.01(j) of the Base Indenture shall not apply to the Notes;

(ii) Section 9.02 of the Base Indenture shall be changed to insert the words “(including Sections 3.03, 4.04 and 4.07 of the First Supplemental Indenture to this Indenture)” after the words “… the Company and the Trustee may amend this Indenture” in the first sentence thereof; and

(iii) Section 9.02 of the Base Indenture shall be changed to remove clauses (a) through (e) thereof and insert the following in place thereof:

(a) reduce the principal amount of Notes whose Holders must consent to an amendment, supplement or waiver;

(b) reduce the principal of or change the fixed maturity of any Note or alter any of the provisions with respect to the redemption of the Notes except as provided above with respect to Sections 3.03, 4.04 and 4.07 of the First Supplemental Indenture to this Indenture and other than notice provisions with respect to any optional redemption by the Company;

38

(c) reduce the rate of or change the time for payment of interest, including default interest, on any Note;

(d) waive a Default or Event of Default in the payment of principal of, or interest or premium on the Notes (except a rescission of acceleration of the Notes by the Holders of at least a majority in aggregate principal amount of the then outstanding Notes and a waiver of the payment default that resulted from such acceleration);

(e) make any Note payable in money other than that stated in the Notes;

(f) make any change in the provisions of this Indenture relating to waivers of past Defaults or the rights of Holders of Notes to receive payments of principal of or interest or premium on the Notes;

(g) waive a redemption payment with respect to any note (other than a payment required by Sections 3.03, 4.04 or 4.07 of the First Supplemental Indenture to this Indenture);

(h) release any Guarantor from any of its obligations under its Subsidiary Guarantee or this Indenture, except in accordance with the terms of this Indenture; or

(i) make any change in the preceding amendment and waiver provisions.

Notwithstanding the foregoing, any amendment to, or waiver of, the provisions of this Indenture relating to subordination that adversely affects the rights of Holders of the Notes shall require the consent of the Holders of at least 66 ²/3% in aggregate principal amount of Notes then outstanding. Section 2.10 hereof shall determine which Notes are considered to be “outstanding” for purposes of this Section 9.02.

ARTICLE VIII

NO SINKING FUND

Section 8.01. Applicability of Certain Provisions. The Notes shall not be subject to Article 10 of the Base Indenture.

ARTICLE IX

LEGAL DEFEASANCE AND COVENANT DEFEASANCE

Section 9.01. Applicability of Certain Provisions. The Notes shall be subject to Article 8 of the Base Indenture, except that:

(a) the portions of the Indenture from which the Company and the Guarantors shall be released upon Covenant Defeasance pursuant to Section 8.03 of the Base Indenture shall, in addition to Sections 4.03 and 4.06 and Article 12 of the Base Indenture, also include Sections 3.03 and 4.01 through 4.10 and Articles V and X hereof, and shall not include Article 5 of the Base Indenture;

39

(b) the provisions of the Indenture which, upon Covenant Defeasance, shall not constitute Events of Default shall include Sections 6.01(c), (d), (e), (f) and (i) hereof and shall not include Sections 6.01 (c), (d) and (g) of the Base Indenture; and

(c) Section 8.04 of the Base Indenture shall be amended by adding the following additional conditions:

“(d) no Default or Event of Default has occurred and is continuing on the date of such deposit (other than a Default or Event of Default resulting from the borrowing of funds to be applied to such deposit);

(e) such Legal Defeasance or Covenant Defeasance will not result in a breach or violation of, or constitute a default under any material agreement or instrument (other than the Indenture) to which the Company or any of its Subsidiaries is a party or by which the Company or any of its Subsidiaries is bound;

(f) the Company must deliver to the Trustee an Officers’ Certificate stating that the deposit was not made by the Company with the intent of preferring the Holders of Notes over the other creditors of the Company with the intent of defeating, hindering, delaying or defrauding creditors of the Company or others; and

(g) the Company must deliver to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that all conditions precedent relating to the Legal Defeasance or the Covenant Defeasance have been complied with or waived.”

ARTICLE X

SUBSIDIARY GUARANTEES

Section 10.01. Subsidiary Guarantees. The Notes shall be guaranteed by each of the Guarantors (each a “Subsidiary Guarantee”) in accordance with the provisions of Article 12 of the Base Indenture and the provisions of this Article X.

Section 10.02. Subsidiary Guarantors May Consolidate, etc., on Certain Terms. A Guarantor may not sell or otherwise dispose of all or substantially all of its assets to, or consolidate with or merge with or into (whether or not such Guarantor is the surviving Person), another Person, other than the Company or another Guarantor, unless:

(a) immediately after giving effect to that transaction, no Default or Event of Default exists; and

(b) subject to the provisions of Section 10.03 hereof, the Person acquiring the property in any such sale or disposition or the Person formed by or surviving any such consolidation or merger assumes all the obligations of that Guarantor under the Indenture and its Subsidiary Guarantee pursuant to a supplemental indenture satisfactory to the Trustee.

In case of any such consolidation, merger, sale or conveyance and upon the assumption by the successor Person, by supplemental indenture, executed and delivered to the Trustee and

40

satisfactory in form to the Trustee, of the Subsidiary Guarantee and the due and punctual performance of all of the covenants and conditions of the Indenture to be performed by the Guarantor, such successor Person shall succeed to and be substituted for the Guarantor with the same effect as if it had been named herein as a Guarantor. All the Subsidiary Guarantees so issued shall in all respects have the same legal rank and benefit under the Indenture as the Subsidiary Guarantees theretofore and thereafter issued in accordance with the terms of this Indenture as though all of such Subsidiary Guarantees had been issued at the date of the execution hereof.

Except as set forth in Articles IV and V hereof, and notwithstanding clauses (a) and (b) above, nothing contained in the Indenture or in any of the Notes shall prevent any consolidation or merger of a Guarantor with or into the Company or another Guarantor, or shall prevent any sale or conveyance of the property of a Guarantor as an entirety or substantially as an entirety to the Company or another Guarantor.

Section 10.03. Releases. The Subsidiary Guarantee of a Guarantor will be released, and any Person acquiring assets (including by way of merger or consolidation) or Capital Stock of a Guarantor shall not be required to assume the obligations of any such Guarantor:

(a) in connection with any sale or other disposition of all or substantially all of the assets of that Guarantor (including by way of merger or consolidation) to a Person that is not (either before or after giving effect to such transaction) a Restricted Subsidiary, if the sale complies with Sections 3.03 and 4.04 hereof;

(b) in connection with any sale of all of the Capital Stock of a Guarantor to a Person that is not (either before or after giving effect to such transaction) a Restricted Subsidiary, if the sale complies with Sections 3.03 and 4.04 hereof;

(c) if the Company designates any Restricted Subsidiary that is a Guarantor to be an Unrestricted Subsidiary or an Excluded Subsidiary in accordance with the requirements hereof;

(d) if any Guarantor is otherwise no longer obligated to provide a Subsidiary Guarantee pursuant to this Indenture; or

(e) if such Guarantor’s guarantee of any obligations under the Credit Agreement, or if the Credit Agreement is no longer outstanding, any other Indebtedness of the Company, is fully and unconditionally released, except that such Guarantor shall subsequently be required to become a Guarantor by executing a supplemental indenture and providing the Trustee with an Officers’ Certificate and Opinion of Counsel at such time as it guarantees any obligations under the Credit Agreement, or if the Credit Agreement is no longer outstanding, any other Indebtedness of the Company.

ARTICLE XI

SATISFACTION AND DISCHARGE

Section 11.01. Applicability of Certain Provisions. The Notes shall be subject to Article 13 of the Base Indenture, except that Section 13.01 of the Base Indenture shall be amended to add the following provisions after paragraph (c) thereof:

41

“(d) no Default or Event of Default has occurred and is continuing on the date of the deposit or will occur as a result of the deposit and the deposit will not result in a breach or violation of, or constitute a default under, any other instrument to which the Company or any Guarantor is a party or by which the Company or any Guarantor is bound; and

(e) the Company has delivered irrevocable instructions to the Trustee under the Indenture to apply the deposited money toward the payment of the Notes at maturity or the redemption date, as the case may be.”

ARTICLE XII

MISCELLANEOUS

Section 12.01. Scope of this First Supplemental Indenture. The changes, modifications and supplements to the Indenture effected by this First Supplemental Indenture shall only be applicable with respect to, and govern the terms of, the Notes and shall not apply to any other Securities that may be issued by the Company under the Indenture.

Section 12.02. Ratification of Indenture. The Indenture, as supplemented by this First Supplemental Indenture, is in all respects ratified and confirmed, and this First Supplemental Indenture shall be deemed part of the Indenture in the manner and to the extent herein and therein provided.

Section 12.03. Trustee Not Responsible for Recitals. The recitals therein contained are made by the Company and not by the Trustee, and the Trustee assumes no responsibility for the correctness thereof. The Trustee makes no representation as to the validity or sufficiency of this First Supplemental Indenture.

Section 12.04. Separability. In case any one or more of the provisions contained in this First Supplemental Indenture or in the Notes shall for any reason be held to be invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any other provisions of this First Supplemental Indenture or of the Notes, but this First Supplemental Indenture and the Notes shall be construed as if such invalid or illegal or unenforceable provision had never been contained herein or therein.

Section 12.05. Counterparts. This First Supplemental Indenture may be executed in any number of counterparts each of which shall be an original; but such counterparts shall together constitute but one and the same instrument.

Section 12.06. GOVERNING LAW. THE INTERNAL LAW OF THE STATE OF NEW YORK SHALL GOVERN AND BE USED TO CONSTRUE THIS FIRST SUPPLEMENTAL INDENTURE AND THE NOTES, WITHOUT GIVING EFFECT TO APPLICABLE PRINCIPLES OF CONFLICT OF LAW TO THE EXTENT THAT THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION WOULD BE REQUIRED THEREBY.

42

IN WITNESS WHEREOF, the parties hereto have caused this First Supplemental Indenture to be duly executed as of the date first above written.

OMNICARE, INC.
By:	/S/    JOEL F. GEMUNDER
	Name: Joel F. Gemunder
	Title: President and Chief Executive Officer
SUNTRUST BANK, as Trustee
By:	/S/    WALLACE L. DUKE, JR
	Name: Wallace L. Duke, Jr
	Title: Vice President
[GUARANTOR SIGNATURES BEGIN ON FOLLOWING PAGE]

APS ACQUISITION LLC

BADGER ACQUISITION LLC

CTLP ACQUISITION, LLC

ENLOE DRUGS LLC

HOME PHARMACY SERVICES, LLC

JHC ACQUISITION, LLC

NIHAN & MARTIN LLC

NIV ACQUISITION LLC

OMNIBILL SERVICES LLC

OMNICARE INDIANA HOLDING COMPANY LLC

OMNICARE RESPIRATORY SERVICES, LLC

WEBER MEDICAL SYSTEMS LLC

By:	OMNICARE HOLDING COMPANY, Sole Member
By:	/S/    THOMAS R. MARSH
	Thomas R. Marsh, Treasurer
BACH’S PHARMACY SERVICES, LLC
By:	BACH’S PHARMACY (EAST), INC., Sole Member
By:	/S/    THOMAS R. MARSH
	Thomas R. Marsh, Assistant Treasurer

BADGER ACQUISITION OF BROOKSVILLE LLC

BADGER ACQUISITION OF KENTUCKY LLC

BADGER ACQUISITION OF MINNESOTA LLC

BADGER ACQUISITION OF OHIO LLC

BADGER ACQUISITION OF ORLANDO LLC

BADGER ACQUISITION OF TAMPA LLC

BADGER ACQUISITION OF TEXAS LLC

By:	BADGER ACQUISITION LLC, Sole Member
By:	/S/    THOMAS R. MARSH
	Thomas R. Marsh, Treasurer

COMPSCRIPT - BOCA, LLC
By:	COMPSCRIPT, INC., Sole Member
By:	/S/    THOMAS R. MARSH
	Thomas R. Marsh, Assistant Treasurer
HEARTLAND REPACK SERVICES LLC OMNICARE EXTENDED PHARMA SERVICES, LLC
By:	OMNICARE MANAGEMENT COMPANY, Sole Member
By:	/S/    THOMAS R. MARSH
	Thomas R. Marsh, Assistant Treasurer
LCPS ACQUISITION, LLC
By:	LANGSAM HEALTH SERVICES, INC., Sole Member
By:	/S/    THOMAS R. MARSH
	Thomas R. Marsh, Assistant Treasurer
OMNICARE CLINICAL RESEARCH, LLC
By:	OMNICARE, INC., Sole Member
By:	/S/    THOMAS R. MARSH
	Thomas R. Marsh, Vice President & Treasurer

OMNICARE PENNSYLVANIA MED SUPPLY, LLC

OMNICARE PHARMACIES OF PENNSYLVANIA EAST, LLC

By:	OMNICARE PHARMACIES OF PENNSYLVANIA WEST, INC., Sole Member
By:	/S/    THOMAS R. MARSH
	Thomas R. Marsh, Assistant Treasurer

OMNICARE PHARMACY OF COLORADO LLC

OMNICARE PHARMACY OF MASSACHUSETTS LLC

OMNICARE PHARMACY OF TENNESSEE LLC

By:	LCPS ACQUISITION, LLC, Sole Member
By:	/S/    THOMAS R. MARSH
	Thomas R. Marsh, Treasurer

OMNICARE PHARMACY OF INDIANA, LLC

OMNICARE PHARMACY OF NORTH CAROLINA, LLC

OMNICARE PHARMACY OF PUEBLO, LLC

PHARMACY HOLDING #1, LLC

PHARMACY HOLDING #2, LLC

By:	APS ACQUISITION LLC, Sole Member
By:	/S/    THOMAS R. MARSH
	Thomas R. Marsh, Vice President and Secretary

OMNICARE PHARMACY OF MAINE

PHARM-CORP OF MAINE LLC

By:	OMNICARE PHARMACIES OF MAINE HOLDING COMPANY, Sole Member
By:	/S/    THOMAS R. MARSH
	Thomas R. Marsh, Assistant Treasurer

OMNICARE PHARMACY OF NEBRASKA LLC

OMNICARE PHARMACY OF SOUTH DAKOTA LLC

By:	OMNICARE PHARMACIES OF THE GREAT PLAINS HOLDING COMPANY, Sole Member
By:	/S/    THOMAS R. MARSH
	Thomas R. Marsh, Assistant Treasurer

ROYAL CARE OF MICHIGAN LLC

SPECIALIZED HOME INFUSION OF MICHIGAN LLC

By:	SPECIALIZED PHARMACY SERVICES, INC., Sole Member
By:	/S/    THOMAS R. MARSH
	Thomas R. Marsh, Assistant Treasurer

SHC ACQUISITION CO, LLC

By:	HMIS, INC., Sole Member
By:	/S/    THOMAS R. MARSH
	Thomas R. Marsh, Assistant Treasurer

HIGHLAND WHOLESALE LLC

NATIONAL CARE FOR SENIORS LLC

By:	NCS HEALTHCARE OF KENTUCKY, INC., Sole Member
By:	/S/    BRADLEY S. ABBOTT
	Bradley S. Abbott, Treasurer

NCS HEALTHCARE OF INDIANA LLC
By:	NCS SERVICES, INC., Member
By:	/S/    BRADLEY S. ABBOTT
	Bradley S. Abbott, Treasurer
	and
By:	NCS HEALTHCARE OF INDIANA, INC., Member
By:	/S/    BRADLEY S. ABBOTT
	Bradley S. Abbott, Treasurer

IN WITNESS WHEREOF, the undersigned have executed this action by unanimous written consent on behalf of each of the Partnerships of which each of the undersigned is the General Partner as of the              day of June, 2003.

CARE PHARMACEUTICAL SERVICES, LP

PRN PHARMACEUTICAL SERVICES, LP

By:	OMNICARE INDIANA PARTNERSHIP HOLDING COMPANY LLC, general partner
By:	/S/    THOMAS R. MARSH
	Thomas R. Marsh, Assistant Treasurer

OMNICARE PHARMACY OF FLORIDA, LP

OMNICARE PHARMACY OF TEXAS 1, LP

OMNICARE PHARMACY OF TEXAS 2, LP

By:	PHARMACY HOLDING #2, LLC, general partner
By:	/S/    THOMAS R. MARSH
	Thomas R. Marsh, Assistant Treasurer

OMNICARE PURCHASING COMPANY LP

.By:	OMNICARE PURCHASING COMPANY GENERAL PARTNER, INC., general partner
By:	/S/    THOMAS R. MARSH
	Thomas R. Marsh, Assistant Treasurer

On Behalf of:

AAHS ACQUISITION CORP.

ACCU-MED SERVICES, INC.

ACP ACQUISITION CORP.

AMC-NEW YORK, INC.

AMC-TENNESSEE, INC.

BEACHWOOD HEALTHCARE MANAGEMENT, INC.

BIO-PHARM INTERNATIONAL, INC.

BPNY ACQUISITION CORP.

BPTX ACQUISITION CORP.

CHP ACQUISITION CORP.

CIP ACQUISITION CORP.

CREEKSIDE MANAGED CARE PHARMACY, INC.

D & R PHARMACEUTICAL SERVICES, INC.

DIXON PHARMACY LLC

ELECTRA ACQUISITION CORP.

EURO BIO-PHARM CLINICAL SERVICES, INC.

EVERGREEN PHARMACEUTICAL, INC.

EVERGREEN PHARMACEUTICAL OF CALIFORNIA, INC.

HMIS, INC.

HOME CARE PHARMACY, INC.

INTERLOCK PHARMACY SYSTEMS, INC.

LANGSAM HEALTH SERVICES, INC.

LO-MED PRESCRIPTION SERVICES, INC.

LPI ACQUISITION CORP.

MANAGED HEALTHCARE, INC.

MANAGEMENT & NETWORK SERVICES, INC.

MED WORLD ACQUISITION CORP.

MEDICAL ARTS HEALTH CARE, INC.

MOSI ACQUISITION CORP.

NCS HEALTHCARE, INC.

NCS HEALTHCARE OF ARIZONA, INC.

NCS HEALTHCARE OF ARKANSAS, INC.

NCS HEALTHCARE OF BEACHWOOD, INC.

NCS HEALTHCARE OF CALIFORNIA, INC.

NCS HEALTHCARE OF CONNECTICUT, INC.

NCS HEALTHCARE OF FLORIDA, INC.

NCS HEALTHCARE OF ILLINOIS, INC.

NCS HEALTHCARE OF INDIANA, INC.

NCS HEALTHCARE OF IOWA, INC.

NCS HEALTHCARE OF KANSAS, INC.

NCS HEALTHCARE OF KENTUCKY, INC.

NCS HEALTHCARE OF MARYLAND, INC.

NCS HEALTHCARE OF MASSACHUSETTS, INC.

NCS HEALTHCARE OF MICHIGAN, INC.

NCS HEALTHCARE OF MINNESOTA, INC.

NCS HEALTHCARE OF MISSOURI, INC.

NCS HEALTHCARE OF MONTANA, INC.

NCS HEALTHCARE OF NEW HAMPSHIRE, INC.

NCS HEALTHCARE OF NEW JERSEY, INC.

NCS HEALTHCARE OF NEW MEXICO, INC.

NCS HEALTHCARE OF NEW YORK, INC. NCS HEALTHCARE OF NORTH CAROLINA, INC.

NCS HEALTHCARE OF OHIO, INC.

NCS HEALTHCARE OF OKLAHOMA, INC.

NCS HEALTHCARE OF OREGON, INC.

NCS HEALTHCARE OF PENNSYLVANIA, INC.

NCS HEALTHCARE OF RHODE ISLAND. INC.

NCS HEALTHCARE OF SOUTH CAROLINA, INC.

NCS HEALTHCARE OF TENNESSEE, INC.

NCS HEALTHCARE OF TEXAS, INC.

NCS HEALTHCARE OF VERMONT, INC.

NCS HEALTHCARE OF WASHINGTON, INC.

NCS HEALTHCARE OF WISCONSIN, INC.

NCS SERVICES, INC.

NCS OF ILLINOIS, INC.

NORTH SHORE PHARMACY SERVICES, INC.

OCR-RA ACQUISITION CORP.

OFL CORP.

OMNICARE CLINICAL RESEARCH, INC.

OMNICARE CR INC.

OMNICARE PHARMACEUTICS, INC.

OMNICARE PHARMACIES OF MAINE HOLDING COMPANY

OMNICARE PHARMACIES OF PENNSYLVANIA WEST, INC.

OMNICARE PHARMACIES OF THE GREAT PLAINS HOLDING COMPANY

OMNICARE PHARMACY AND SUPPLY SERVICES, INC.

OMNICARE PHARMACY OF THE MIDWEST, INC.

OMNICARE PURCHASING COMPANY GENERAL PARTNER, INC.

OMNICARE PURCHASING COMPANY LIMITED PARTNER, INC.

PBM-PLUS, INC.

PHARMACON CORP.

PHARMACY ASSOCIATES OF GLENS FALLS, INC.

PHARMACY CONSULTANTS, INC.

PHARMASOURCE HEALTHCARE, INC.

PHARMED HOLDINGS, INC.

RESCOT SYSTEMS GROUP, INC.

ROESCHEN’S HEALTHCARE CORP.

SHORE PHARMACEUTICAL PROVIDERS, INC.

SOUTHSIDE APOTHECARY, INC.

SPECIALIZED PATIENT CARE SERVICES, INC.

SPECIALIZED PHARMACY SERVICES, INC.

SPECIALIZED SERVICES OF MICHIGAN, INC.

STERLING HEALTHCARE SERVICES, INC.

SUPERIOR CARE PHARMACY, INC.

SWISH, INC.

TCPI ACQUISITION CORP.

THE HARDARDT GROUP, INC.

THG ACQUISITION CORP.

THREE FORKS APOTHECARY, INC.

UC ACQUISITION CORP.

UNI-CARE HEALTH SERVICES OF MAINE, INC.

VALUE HEALTH CARE SERVICES, INC.

VALUE PHARMACY, INC.

VITAL CARE INFUSION SUPPLY, INC.

WESTHAVEN SERVICES CO.

WILLIAMSON DRUG COMPANY, INCORPORATED

WINSLOW’S PHARMACY

By:	/S/    THOMAS R. MARSH
	Thomas R. Marsh, Director

On behalf of:

AAHS ACQUISITION CORP.

ACCU-MED SERVICES, INC.

ACP ACQUISITION CORP.

AMC-NEW YORK, INC.

AMC-TENNESSEE, INC.

BEACHWOOD HEALTHCARE MANAGEMENT, INC.

BIO-PHARM INTERNATIONAL, INC.

BPNY ACQUISITION CORP.

BPTX ACQUISITION CORP.

CAMPO’S MEDICAL PHARMACY, INC.

CHP ACQUISITION CORP.

CIP ACQUISITION CORP.

COMPSCRIPT, INC.

COMPSCRIPT—MOBILE, INC.

CP ACQUISITION CORP.

CREEKSIDE MANAGED CARE PHARMACY, INC.

D & R PHARMACEUTICAL SERVICES, INC.

DIXON PHARMACY LLC

ELECTRA ACQUISITION CORP.

EURO BIO-PHARM CLINICAL SERVICES, INC.

EVERGREEN PHARMACEUTICAL, INC.

EVERGREEN PHARMACEUTICAL OF CALIFORNIA, INC.

HMIS, INC.

HOME CARE PHARMACY, INC.

HYTREE PHARMACY, INC.

INTERLOCK PHARMACY SYSTEMS, INC.

LANGSAM HEALTH SERVICES, INC.

LO-MED PRESCRIPTION SERVICES, INC.

LPI ACQUISITION CORP.

MANAGED HEALTHCARE, INC.

MANAGEMENT & NETWORK SERVICES, INC.

MED WORLD ACQUISITION CORP.

MEDICAL ARTS HEALTH CARE, INC.

MEDICAL SERVICES CONSORTIUM, INC.

MOSI ACQUISITION CORP.

NCS HEALTHCARE, INC.

NCS HEALTHCARE OF ARIZONA, INC.

NCS HEALTHCARE OF ARKANSAS, INC.

NCS HEALTHCARE OF BEACHWOOD, INC.

NCS HEALTHCARE OF CALIFORNIA, INC.

NCS HEALTHCARE OF CONNECTICUT, INC.

NCS HEALTHCARE OF FLORIDA, INC.

NCS HEALTHCARE OF ILLINOIS, INC.

NCS HEALTHCARE OF INDIANA, INC.

NCS HEALTHCARE OF IOWA, INC.

NCS HEALTHCARE OF KANSAS, INC.

NCS HEALTHCARE OF KENTUCKY, INC.

NCS HEALTHCARE OF MARYLAND, INC.

NCS HEALTHCARE OF MASSACHUSETTS, INC.

NCS HEALTHCARE OF MICHIGAN, INC.

NCS HEALTHCARE OF MINNESOTA, INC.

NCS HEALTHCARE OF MISSOURI, INC.

NCS HEALTHCARE OF MONTANA, INC.

NCS HEALTHCARE OF NEW HAMPSHIRE, INC.

NCS HEALTHCARE OF NEW JERSEY, INC.

NCS HEALTHCARE OF NEW MEXICO, INC.

NCS HEALTHCARE OF NEW YORK, INC. NCS HEALTHCARE OF NORTH CAROLINA, INC.

NCS HEALTHCARE OF OHIO, INC.

NCS HEALTHCARE OF OKLAHOMA, INC.

NCS HEALTHCARE OF OREGON, INC.

NCS HEALTHCARE OF PENNSYLVANIA, INC.

NCS HEALTHCARE OF RHODE ISLAND. INC.

NCS HEALTHCARE OF SOUTH CAROLINA, INC.

NCS HEALTHCARE OF TENNESSEE, INC.

NCS HEALTHCARE OF TEXAS, INC.

NCS HEALTHCARE OF VERMONT, INC.

NCS HEALTHCARE OF WASHINGTON, INC.

NCS HEALTHCARE OF WISCONSIN, INC.

NCS SERVICES, INC.

NCS OF ILLINOIS, INC.

NORTH SHORE PHARMACY SERVICES, INC.

OCR-RA ACQUISITION CORP.

OFL CORP.

OMNICARE CLINICAL RESEARCH, INC.

OMNICARE CR INC.

OMNICARE PHARMACEUTICS, INC.

OMNICARE PHARMACIES OF MAINE HOLDING COMPANY

OMNICARE PHARMACIES OF PENNSYLVANIA WEST, INC.

OMNICARE PHARMACIES OF THE GREAT PLAINS HOLDING COMPANY

OMNICARE PHARMACY AND SUPPLY SERVICES, INC.

OMNICARE PHARMACY OF THE MIDWEST, INC.

OMNICARE PURCHASING COMPANY GENERAL PARTNER, INC.

OMNICARE PURCHASING COMPANY LIMITED PARTNER, INC.

PBM-PLUS, INC.

PHARMACON CORP.

PHARMACY ASSOCIATES OF GLENS FALLS, INC.

PHARMACY CONSULTANTS, INC.

PHARMASOURCE HEALTHCARE, INC.

PHARMED HOLDINGS, INC.

RESCOT SYSTEMS GROUP, INC.

ROESCHEN’S HEALTHCARE CORP.

SHORE PHARMACEUTICAL PROVIDERS, INC.

SOUTHSIDE APOTHECARY, INC.

SPECIALIZED PATIENT CARE SERVICES, INC.

SPECIALIZED PHARMACY SERVICES, INC.

SPECIALIZED SERVICES OF MICHIGAN, INC.

STERLING HEALTHCARE SERVICES, INC.

SUPERIOR CARE PHARMACY, INC.

SWISH, INC.

TCPI ACQUISITION CORP.

THE HARDARDT GROUP, INC.

THG ACQUISITION CORP.

THREE FORKS APOTHECARY, INC.

UC ACQUISITION CORP.

UNI-CARE HEALTH SERVICES OF MAINE, INC.

VALUE HEALTH CARE SERVICES, INC.

VALUE PHARMACY, INC.

VITAL CARE INFUSION SUPPLY, INC.

WESTHAVEN SERVICES CO.

WILLIAMSON DRUG COMPANY, INCORPORATED

WINSLOW’S PHARMACY

By:	/S/    REGIS T. ROBBINS
	Regis T. Robbins, Director

On behalf of:

ACP ACQUISITION CORP.

CAMPO’S MEDICAL PHARMACY, INC.

COMPSCRIPT, INC.

COMPSCRIPT—MOBILE, INC.

CP ACQUISITION CORP.

HYTREE PHARMACY, INC.

MEDICAL SERVICES CONSORTIUM, INC.

By:	/S/    LEO P. FINN
	Leo P. Finn, Director

On behalf of:

OMNICARE MANAGEMENT COMPANY

By:	/S/  JOEL F. GEMUNDER
	Joel F. Gemunder, Director
By:	/S/  DAVID W. FROESEL
	David W. Froesel, Director

On behalf of:

OMNICARE MANAGEMENT COMPANY

OMNICARE PURCHASING COMPANY GENERAL PARTNER, INC.

OMNICARE PURCHASING COMPANY LIMITED PARTNER, INC.

By:	/S/  CHERYL D. HODGES
	Cheryl D. Hodges, Director

On behalf of:

CREEKSIDE MANAGED CARE PHARMACY, INC.

By:	/S/    DAVID W. MEDINA
	David W. Medina, Director

On behalf of:

EVERGREEN PHARMACEUTICAL, INC.

By:	/S/    DAVID J. DOANE
	David J. Doane, Director

On behalf of:

EVERGREEN PHARMACEUTICAL OF CALIFORNIA, INC.

By:	/S/    THOMAS SCHLEIGH
	Thomas Schleigh, Director

On behalf of:

ACCU-MED SERVICES, INC.

By:	/S/    THOMAS LUDEKE
	Thomas Ludeke, Director

On behalf of:

AMC-NEW YORK, INC.

AMC-TENNESSEE, INC.

D & R PHARMACEUTICAL SERVICES, INC.

HMIS, INC.

HOME CARE PHARMACY, INC.

MOSI ACQUISITION CORP.

OCR-RA ACQUISITION CORP.

PHARMACON CORP.

PHARMACY ASSOCIATES OF GLENS FALLS, INC.

PHARMACY CONSULTANTS, INC.

SHORE PHARMACEUTICAL PROVIDERS, INC.

SOUTHSIDE APOTHECARY, INC.

THREE FORKS APOTHECARY, INC.

VALUE HEALTH CARE SERVICES, INC.

VALUE PHARMACY, INC.

VITAL CARE INFUSION SUPPLY, INC.

WILLIAMSON DRUG COMPANY, INCORPORATED

By:	/S/    JEFFREY M. STAMPS
	Jeffrey M. Stamps, Director

On behalf of:

BIO-PHARM INTERNATIONAL, INC.

EURO BIO-PHARM CLINICAL SERVICES, INC.

OMNICARE CLINICAL RESEARCH, INC.

OMNICARE CR INC.

OMNICARE PHARMACEUTICS, INC.

SWISH, INC.

THE HARDARDT GROUP, INC.

By:	/S/    DAVID MORRA
	David Morra, Director

On behalf of:

BPNY ACQUISITION CORP.

BPTX ACQUISITION CORP.

CAMPO’S MEDICAL PHARMACY, INC.

CHP ACQUISITION CORP.

COMPSCRIPT, INC.

COMPSCRIPT—MOBILE, INC.

CP ACQUISITION CORP.

ELECTRA ACQUISITION CORP.

HYTREE PHARMACY, INC.

LPI ACQUISITION CORP.

MED WORLD ACQUISITION CORP.

MEDICAL SERVICES CONSORTIUM, INC.

NORTH SHORE PHARMACY SERVICES, INC.

OFL CORP.

OMNICARE PHARMACIES OF MAINE HOLDING COMPANY

OMNICARE PHARMACIES OF PENNSYLVANIA WEST, INC.

OMNICARE PHARMACY OF THE MIDWEST, INC.

THG ACQUISITION CORP.

WINSLOW’S PHARMACY

By:	/S/    BRADLEY S. ABBOTT
	Bradley S. Abbott, Director

On behalf of:

DIXON PHARMACY LLC

INTERLOCK PHARMACY SYSTEMS, INC.

PBM-PLUS, INC.

ROESCHEN’S HEALTHCARE CORP.

By:	/S/    A. SAMUEL ENLOE
	A. Samuel Enloe, Director

On behalf of :

CIP ACQUISITION CORP.

LANGSAM HEALTH SERVICES, INC.

MEDICAL ARTS HEALTH CARE, INC.

PHARMED HOLDINGS, INC.

SPECIALIZED PATIENT CARE SERVICES, INC.

STERLING HEALTHCARE SERVICES, INC.

UC ACQUISITION CORP.

By:	/S/    JOSEPH L. DUPUY
	Joseph L. Dupuy, Director

On behalf of:

AAHS ACQUISITION CORP.

LO-MED PRESCRIPTION SERVICES, INC.

OMNICARE PHARMACIES OF THE GREAT PLAINS HOLDING COMPANY

OMNICARE PHARMACY AND SUPPLY SERVICES, INC.

SPECIALIZED PHARMACY SERVICES, INC.

SPECIALIZED SERVICES OF MICHIGAN, INC.

SUPERIOR CARE PHARMACY, INC.

TCPI ACQUISITION CORP.

WESTHAVEN SERVICES CO.

By:	/S/    GARY W. KADLEC
	Gary W. Kadlec, Director

On behalf of:

MANAGED HEALTHCARE, INC.

By:	/S/    DOUGLAS PEPPER
	Douglas Pepper, Director

On behalf of:

BEACHWOOD HEALTHCARE MANAGEMENT, INC.

MANAGEMENT & NETWORK SERVICES, INC.

NCS HEALTHCARE, INC.

NCS HEALTHCARE OF ARIZONA, INC.

NCS HEALTHCARE OF ARKANSAS, INC.

NCS HEALTHCARE OF BEACHWOOD, INC.

NCS HEALTHCARE OF CALIFORNIA, INC.

NCS HEALTHCARE OF CONNECTICUT, INC.

NCS HEALTHCARE OF FLORIDA, INC.

NCS HEALTHCARE OF ILLINOIS, INC.

NCS HEALTHCARE OF INDIANA, INC.

NCS HEALTHCARE OF IOWA, INC.

NCS HEALTHCARE OF KANSAS, INC.

NCS HEALTHCARE OF KENTUCKY, INC.

NCS HEALTHCARE OF MARYLAND, INC.

NCS HEALTHCARE OF MASSACHUSETTS, INC.

NCS HEALTHCARE OF MICHIGAN, INC.

NCS HEALTHCARE OF MINNESOTA, INC.

NCS HEALTHCARE OF MISSOURI, INC.

NCS HEALTHCARE OF MONTANA, INC.

NCS HEALTHCARE OF NEW HAMPSHIRE, INC.

NCS HEALTHCARE OF NEW JERSEY, INC.

NCS HEALTHCARE OF NEW MEXICO, INC.

NCS HEALTHCARE OF NEW YORK, INC. NCS HEALTHCARE OF NORTH CAROLINA, INC.

NCS HEALTHCARE OF OHIO, INC.

NCS HEALTHCARE OF OKLAHOMA, INC.

NCS HEALTHCARE OF OREGON, INC.

NCS HEALTHCARE OF PENNSYLVANIA, INC.

NCS HEALTHCARE OF RHODE ISLAND. INC.

NCS HEALTHCARE OF SOUTH CAROLINA, INC.

NCS HEALTHCARE OF TENNESSEE, INC.

NCS HEALTHCARE OF TEXAS, INC.

NCS HEALTHCARE OF VERMONT, INC.

NCS HEALTHCARE OF WASHINGTON, INC.

NCS HEALTHCARE OF WISCONSIN, INC.

NCS SERVICES, INC.

NCS OF ILLINOIS, INC.

PHARMASOURCE HEALTHCARE, INC.

RESCOT SYSTEMS GROUP, INC.

UNI-CARE HEALTH SERVICES OF MAINE, INC.

By:	/S/    DENIS R. HOLMES
	Denis R. Holmes, Director

Exhibit A

[Face of Security]

[Insert the Global Security Legend if applicable pursuant to the provisions of the Indenture]

CUSIP 681904AG3

6 ¹/8% Senior Subordinated Notes Due 2013 (the “Notes”)

No.

OMNICARE, INC.

promises to pay to , or registered assigns, the principal sum of $

Interest Payment Dates June 1 and December 1, commencing on December 1, 2003.

Record Dates: May 15 and November 15.

Dated:

OMNICARE, INC.
By:
	Name:
	Title:

By:
	Name:
	Title:

This is one of the Notes referred to in

the within-mentioned Indenture:

SunTrust Bank,

  As Trustee

By:
	Authorized Signatory

A-1

[Back of Security]

6 ¹/8% Senior Subordinated Notes Due 2013

Capitalized terms used herein shall have the meanings assigned to them in the Indenture referred to below unless otherwise indicated.

1. Interest.

Omnicare, Inc., a Delaware corporation (herein the “Company” which term includes any successor Person under the Indenture hereinafter referred to), for value received, hereby promises to pay interest on the principal amount of this Note at the rate per annum shown above from June 13, 2003 or from the most recent Interest Payment Date to which interest has been paid or duly provided for semiannually on June 1 and December 1 in each year, commencing December 1, 2003, and at the Stated Maturity thereof, until the principal hereof is paid or made available for payment and on any Defaulted Interest to the extent permitted by law. Interest shall be computed on the basis of a 360-day year of twelve 30-day months.

2. Method of Payment.

The Company will pay interest on the Notes on each June 1 and December 1 to the Persons who are registered Holders of the relevant Notes at the close of business on the May 15 or November 15 next preceding the Interest Payment Date, even if such Notes are cancelled after such record date and on or before such Interest Payment Date, except as provided in Section 2.14 of the Base Indenture with respect to Defaulted Interest. The Notes will be payable as to principal, premium, if any, and interest at the office or agency of the Company maintained for such purpose within or without the City and State of New York; provided, however, that at the option of the Company payment of interest may be made by check mailed to the address of the Person entitled thereto as such address shall appear in the list provided by the Company to the Registrar and provided, further, that payment by wire transfer of immediately available funds will be required with respect to principal of, premium if any and interest on all Global Securities and all other Notes the Holders of which shall have provided wire transfer instructions to the Company or the Paying Agent. Such payment shall be in such coin or currency of the United States of America as at the time of payment is legal tender for payment of private debts.

3. Paying Agent and Registrar.

Initially, the Trustee under the Indenture will act as Paying agent and Registrar. The Company may change any Paying Agent or Registrar without notice to any Holder. The Company or any of its Subsidiaries may act in any such capacity.

4. Indenture.

This Note is one of a duly authorized issue of notes of the Company issued and issuable in one or more series under an Indenture, dated as of June 13, 2003 (the “Base Indenture”), as supplemented by the First Supplemental Indenture, dated as of June 13, 2003 (the “First Supplemental Indenture” and together with the Base Indenture, the “Indenture”), between the Company and SunTrust Bank, as Trustee (herein called the “Trustee” which term includes any successor Trustee under the Indenture), to which Indenture and all indentures supplemental thereto reference is hereby made for a statement of the respective rights, limitations of rights, duties and immunities thereunder of the Company, the Trustees and the Holders of the Notes and of the terms upon which the Notes are, and are to be, authenticated and delivered. All Notes issued under the Indenture will be treated as a single class of

A-2

securities under the Indenture. The terms of the Notes include those stated in this Indenture and those made a part of this Indenture by reference to the Trust Indenture act of 1939, as amended (15 U.S. Code §§ 77aaa-77bbbb). The Notes are subject to all such terms, and Holders are referred to this Indenture and such Act for a statement of such terms. To the extent any provision of this security conflicts with the express provisions of this Indenture, the provisions of this Indenture shall govern and be controlling.

5. Optional Redemption.

At any time prior to June 1, 2006, the Company may on any one or more occasions redeem up to 35% of the aggregate principal amount of Notes issued under the First Supplemental Indenture at a redemption price of 106.125% of the principal amount, plus accrued interest, if any, to the Redemption Date, with the net cash proceeds of one or more Equity Offerings; provided that:

(a) at least 65% of the aggregate principal amount of Notes issued under this First Supplemental Indenture remains outstanding immediately after the occurrence of such redemption (excluding Notes held by the Company and its Subsidiaries); and

(b) the redemption occurs within 60 days of the date of the closing of such Equity Offering.

At any time prior to June 1, 2008, the Company may redeem all but not part of the Notes, upon not less than 30 nor more than 60 days’ notice, at a redemption price equal to 100% of the principal amount thereof, plus the Applicable Redemption Premium and accrued and unpaid interest to the redemption date.

On or after June 1, 2008, the Company may redeem all or a part of the Notes upon not less than 30 nor more than 60 days’ notice, at the redemption prices (expressed as percentages of principal amount) set forth below plus accrued and unpaid interest, if any on the Notes redeemed, to the applicable redemption date, if redeemed during the twelve-month period beginning on June 1 of the years indicated below:

Year	Percentage
2008	103.063	%
2009	102.042	%
2010	101.021	%
2011 and thereafter	100.000	%

6. Mandatory Redemption.

Except as set forth in paragraph 7 below, the Company shall not be required to make mandatory redemption payments with respect to the Notes.

7. Repurchase at Option of Holder

If there is a Change of Control, the Company shall be required to make an offer (a “Change of Control Offer”) to repurchase all or any part (equal to $1,000 or an integral multiple thereof) of each Holder’s Notes at a purchase price equal to 101% of the aggregate principal amount thereof plus accrued and unpaid interest and Liquidated Damages thereon, if any, to the date of purchase (the “Change of Control Payment”). Within 30 days following any Change of Control, the Company shall mail a notice

A-3

to each Holder setting forth the procedures governing the Change of Control Offer as required by this Indenture.

If the Company or a Subsidiary consummates any Asset Sales, within thirty days of each date on which the aggregate amount of Excess Proceeds exceeds $25 million, the Company shall commence an offer to all Holders of Notes (an “Asset Sale Offer) pursuant to Section 3.03 of the First Supplemental Indenture to purchase the maximum principal amount of Notes that may be purchased out of the Excess Proceeds at an offer price in cash in an amount equal to 100% of the principal amount thereof plus accrued and unpaid interest thereon to the date fixed for the closing of such offer, in accordance with the procedures set forth in this Indenture. To the extent that the aggregate amount of Notes tendered pursuant to an Asset Sale Offer is less than the Excess Proceeds, the Company (or such Subsidiary) may use such deficiency for general corporate purposes. If the aggregate principal amount of Notes surrendered by Holders thereof exceeds the amount of Excess Proceeds, the Trustee shall select the Notes to be purchased on a pro rata basis. Holders of Notes that are the subject of an offer to purchase will receive an Asset Sale Offer from the Company prior to any related purchase date and may elect to have such Notes purchased by completing the form entitled “Option of Holder to Elect Purchase” on the reverse of the Notes.

8. Notice of Redemption.

Notice of redemption will be mailed at least 30 days but not more than 60 days before the redemption date to each Holder whose Notes are to be redeemed at its registered address. Notes in denominations larger than $1,000 may be redeemed in part but only in whole multiples of $1,000, unless all of the Notes held by a Holder are to be redeemed. On and after the redemption date interest ceases to accrue on Notes or portions thereof called for redemption.

9. Denominations, Transfer, Exchange.

As provided in the Indenture and subject to certain limitations therein set forth, Notes of this series are exchangeable for a like aggregate principal amount of Notes of this series and of like tenor of a different authorized denomination, as requested by the Holder surrendering the same. A holder may register the transfer or exchange of the Security as provided in the Indenture and subject to certain limitations therein set forth. The Registrar may require a Holder, among other things, to furnish appropriate endorsements and transfer documents and to pay any taxes and fees required by law or permitted by the Indenture. The Company need not exchange or register the transfer of any Note or portion of a Note selected for redemption, except for the unredeemed portion of any Note being redeemed in part. Also, the Company need not exchange or register the transfer of any Note for a period of 15 days before a selection of Notes to be redeemed or during the period between a record date and the corresponding Interest Payment Date.

10. Persons Deemed Owners.

The registered Holder of a Security may be treated as its owner for all purposes.

11. Amendment, Supplement and Waiver.

Subject to certain exceptions, this Indenture and the Notes may be amended or supplemented with the consent of the Holders of at least a majority in principal amount of the then outstanding Notes of each series affected by such amendment or supplement and any existing default or compliance with any provision may be waived with the consent of the Holders of a majority in principal amount of the then outstanding Notes of each series affected by such waiver. Without the consent of any

A-4

Holder of Notes of each series affected by such amendment or supplement, this Indenture and the Notes may be amended or supplemented to, among other things: (a) cure any ambiguity, defect or inconsistency; (b) provide for uncertificated Notes in addition to or in place of certificated Notes; (c) provide for the assumption of the Company’s obligations to Holders of the Notes in case of a merger or consolidation; (d) to make any change that would provide any additional rights or benefits to the Holders of Notes or that does not adversely affect the legal rights under the Indenture of any Holder; (e) to comply with the requirements of the SEC in order to effect or maintain the qualification of this Indenture under the Trust Indenture Act; (f) to allow any Guarantor to execute a supplemental indenture to this Indenture; (g) evidence or provide for acceptance of appointment of a successor Trustee; or (h) mortgage, hypothecate or grant a security interest in favor of the Trustee for the benefit of the Holders of Notes of any series as additional security for the payment and performance of the Company’s or, if applicable, the Guarantor’s obligations herein in any property or assets.

12. Defaults and Remedies.

Events of Default include: (a) default for 30 days in the payment when due of interest on the Notes; (b) default in payment when due of principal of or premium, if any, on the Notes; (c) failure by the Company to comply with Sections 4.04, 4.07 or 5.01 of the First Supplemental Indenture; (d) failure by the Company for 60 days after notice to the Company by the Trustee or the Holders of at least 25% in principal amount of the Notes then outstanding voting as a single class to comply with certain other agreements in this Indenture or the Notes; (e) default under certain other agreements relating to Indebtedness of the Company which default results in the acceleration of such Indebtedness prior to its express maturity; (f) certain final judgments for the payment of money that remain undischarged for a period of 60 days; (g) certain events of bankruptcy or insolvency with respect to the Company or any of its Restricted Subsidiaries that is a Significant Subsidiary; and (h) except as permitted by the Indenture. any applicable Subsidiary Guarantee shall be held in any judicial proceeding to be unenforceable or invalid or shall cease for any reason to be in full force and effect or any Guarantor or any Person acting on its behalf shall deny or disaffirm its obligations under such Guarantor’s Subsidiary Guarantee. If any Event of Default occurs and is continuing, the Trustee or the Holders of at least 25% in principal amount of the then outstanding Notes may declare all the Notes to be due and payable. Notwithstanding the foregoing, in the case of an Event of Default arising from certain events of bankruptcy or insolvency involving the Company, all outstanding Notes will become due and payable without further action or notice. Holders may not enforce this Indenture or the Notes except as provided in the Indenture. Subject to certain limitations, Holders of a majority in principal amount of the then outstanding Notes may direct the Trustee in its exercise of any trust or power. The Trustee may withhold from Holders of the Notes notice of any continuing Default or Event of Default (except a Default or Event of Default relating to the payment of principal or interest) if it determines that withholding notice is in their interest. The Holders of a majority in aggregate principal amount of the Notes then outstanding by notice to the Trustee may on behalf of the Holders of all of the Notes waive any existing Default or Event of Default and its consequences under this Indenture except a continuing Default or Event of Default in the payment of interest on, or the principal of, the Notes. The Company is required to deliver to the Trustee annually a statement regarding compliance with this Indenture, and the Company is required upon becoming aware of any Default or Event of Default, to deliver to the Trustee a statement specifying such Default or Event of Default.

13. Trustee Dealings with Company.

The Trustee, in its individual or any other capacity, may make loans to, accept deposits from, and perform services for the Company or its Affiliates, and may otherwise deal with the Company or its Affiliates, as if it were not the Trustee.

A-5

14. No Recourse Against Others.

A director, officer, employee, incorporator or stockholder, of the Company, as such, shall not have any liability for any obligations of the Company or the Guarantors under the Notes or this Indenture or for any claim based on, in respect of, or by reason of, such obligations or their creation. Each Holder by accepting a Security waives and releases all such liability. The waiver and release are part of the consideration for the issuance of the Notes.

15. Guarantees.

The payment by the Company of the principal of and interest on the Security is fully and unconditionally guaranteed on a joint and several basis by each of the Guarantors on the terms set forth in the Indenture. The Subsidiary Guarantees will be subordinated in right of payment to all existing and future Senior Debt of the Guarantors.

16. Authentication.

This Security shall not be valid until authenticated by the manual signature of the Trustee or an authenticating agent.

17. Abbreviations.

Customary abbreviations may be used in the name of a Holder or an assignee, such as: TEN CON (= tenants in common), TEN ENT (= tenants by the entireties), JT TEN (= Joint tenants with right of survivorship and not as tenants in common), CUST (= Custodian), and U/G/M/A (= Uniform Gifts to Minors Act).

18. Subordination.

Each Holder by accepting a Security agrees that the payment of principal, premium and if any, interest, on each Security is subordinated in right of payment, to the extent and in the manner provided in Article 11 of the Base Indenture, to the prior payment in full of all existing and future Senior Debt (whether outstanding on the date of the Indenture or thereafter created, incurred, assumed or guaranteed), and the subordination is for the benefit of holders of Senior Debt.

19. CUSIP Numbers.

Pursuant to a recommendation promulgated by the Committee on Uniform Security Identification Procedures, the Company has caused CUSIP numbers to be printed on the Notes and the Trustee may use CUSIP numbers in notices of redemption as a convenience to Holders. No representation is made as to the accuracy of such numbers either as printed on the Notes or as contained in any notice of redemption and reliance may be placed only on the other identification numbers placed thereon.

The Company will furnish to any Holder upon written request and without charge a copy of the Indenture. Requests may be made to:

Omnicare, Inc.

100 East RiverCenter Boulevard

Covington, Kentucky 41011

Attention: General Counsel

A-6

ASSIGNMENT FORM

To assign this Security, fill in the form below: (I) or (we) assign and transfer this Security to:
	(Insert assignee’s legal name)

(Insert assignee’s soc. sec. or tax I.D. no.)             

(Print or type assignee’s name, address and zip code)

and irrevocably appoint                          to transfer this Security on the books of the Company. The agent may substitute another to act for him.

Date:             

Your Signature:
	(Sign exactly as your name appears on the face of this Security)

Signature Guarantee*:

^* Participant in a recognized Signature Guarantee Medallion Program (or other signature guarantor acceptable to the Trustee).

OPTION OF HOLDER TO ELECT PURCHASE

If you want to elect to have this Note purchased by the Company pursuant to Section 4.04 or 4.07 of the First Supplemental Indenture, check the appropriate box below:

¨ Section 4.04                             ¨ Section 4.07

If you want to elect to have only part of the Note purchased by the Company pursuant to Section 4.04 or Section 4.07 of the First Supplemental Indenture, state the amount you elect to have purchased:

$            

Date:             

Your Signature:
	(Sign exactly as your name appears on the face of this Note)

Tax Identification No.:

Signature Guarantee*:

A-7

^* Participant in a recognized Signature Guarantee Medallion Program (or other signature guarantor acceptable to the Trustee).

A-8

SCHEDULE OF EXCHANGES OF INTERESTS IN THE GLOBAL SECURITY^*

The following exchanges of a part of this Global Security for an interest in another Global Security or for a permanent Security, or exchanges of a part of another Global Security or permanent Security for an interest in this Global Security, have been made:

Date of Exchange Amount of decrease in Principal Amount of
this Global Security Amount of increase in Principal Amount of
this Global Security Principal Amount of
this Global Security following such
decrease (or increase) Signature of authorized officer of Trustee or Security Custodian

^* This schedule should be included only if the Security is issued in global form.

A-9

EXHIBIT B

FORM OF SUPPLEMENTAL INDENTURE TO BE DELIVERED BY SUBSEQUENT GUARANTORS

Supplemental Indenture (this “Supplemental Indenture”), dated as of             , among                      (the “Guaranteeing Subsidiary”), a subsidiary of Omnicare, Inc. (or its permitted successor), a Delaware corporation (the “Company”), the Company and SunTrust Bank, as trustee under this Indenture referred to below (the “Trustee”).

W I T N E S S E T H

WHEREAS, the Company has heretofore executed and delivered to the Trustee an indenture (the “Base Indenture”), dated as of June 13, 2003, as supplemented by the First Supplemental Indenture, dated as of June 13, 2003 (the “First Supplemental Indenture” and, together with the Base Indenture, the “Indenture”), providing for the issuance of 6 ¹/8% Senior Subordinated Notes due 2013 (the “Notes”);

WHEREAS, this Indenture provides that under certain circumstances the Guaranteeing Subsidiary shall execute and deliver to the Trustee a supplemental indenture pursuant to which the Guaranteeing Subsidiary shall unconditionally guarantee all of the Company’s Obligations under the Notes and the Indenture on the terms and conditions set forth herein (the “Note Guarantee”); and

WHEREAS, pursuant to Section 9.01 of the Base Indenture, the Trustee is authorized to execute and deliver this Supplemental Indenture.

NOW THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt of which is hereby acknowledged, the Guaranteeing Subsidiary and the Trustee mutually covenant and agree for the equal and ratable benefit of the Holders of the Notes as follows:

1. Capitalized Terms. Capitalized terms used herein without definition shall have the meanings assigned to them in the Indenture.

2. Agreement to Guarantee. The Guaranteeing Subsidiary hereby agrees as follows:

(a) Along with all Guarantors named in the Indenture, to jointly and severally Guarantee to each Holder of a Note authenticated and delivered by the Trustee and to the Trustee and its successors and assigns, the Notes or the obligations of the Company hereunder or thereunder, that:

(i) the principal of and interest on the Notes will be promptly paid in full when due, whether at maturity, by acceleration, redemption or otherwise, and interest on the overdue principal of and interest on the Notes, if any, if lawful, and all other obligations of the Company to the Holders or the

B-1

Trustee hereunder or thereunder will be promptly paid in full or performed, all in accordance with the terms hereof and thereof; and

(ii) in case of any extension of time of payment or renewal of any Notes or any of such other obligations, that same will be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at stated maturity, by acceleration or otherwise. Failing payment when due of any amount so guaranteed or any performance so guaranteed for whatever reason, the Guarantors shall be jointly and severally obligated to pay the same immediately.

(b) The obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Notes or the Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Notes with respect to any provisions hereof or thereof, the recovery of any judgment against the Company, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a guarantor.

(c) The following is hereby waived: diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of the Company, any right to require a proceeding first against the Company, protest, notice and all demands whatsoever.

(d) This Note Guarantee shall not be discharged except by complete performance of the obligations contained in the Notes and the Indenture, and the Guaranteeing Subsidiary accepts all obligations of a Guarantor under this Indenture.

(e) If any Holder or the Trustee is required by any court or otherwise to return to the Company, the Guarantors, or any Custodian, Trustee, liquidator or other similar official acting in relation to either the Company or the Guarantors, any amount paid by either to the Trustee or such Holder, this Note Guarantee, to the extent theretofore discharged, shall be reinstated in full force and effect.

(f) The Guaranteeing Subsidiary shall not be entitled to any right of subrogation in relation to the Holders in respect of any obligations guaranteed hereby until payment in full of all obligations guaranteed hereby.

(g) As between the Guarantors, on the one hand, and the Holders and the Trustee, on the other hand, (x) the maturity of the obligations guaranteed hereby may be accelerated as provided in Article VI of the First Supplemental Indenture for the purposes of this Note Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby, and (y) in the event of any declaration of acceleration of such

B-2

obligations as provided in Article VI of the First Supplemental Indenture, such obligations (whether or not due and payable) shall forthwith become due and payable by the Guarantors for the purpose of this Note Guarantee.

(h) The Guarantors shall have the right to seek contribution from any non-paying Guarantor so long as the exercise of such right does not impair the rights of the Holders under the Guarantee.

(i) Pursuant to Section 12.04 of the Base Indenture, after giving effect to any maximum amount and any other contingent and fixed liabilities that are relevant under any applicable Bankruptcy or fraudulent conveyance laws, and after giving effect to any collections from, rights to receive contribution from or payments made by or on behalf of any other Guarantor in respect of the obligations of such other Guarantor under Article 12 of the Base Indenture, this new Note Guarantee shall be limited to the maximum amount permissible such that the obligations of such Guarantor under this Note Guarantee will not constitute a fraudulent transfer or conveyance.

3. Execution and Delivery. Each Guaranteeing Subsidiary agrees that the Note Guarantees shall remain in full force and effect notwithstanding any failure to endorse on each Note a notation of such Note Guarantee.

4. Guaranteeing Subsidiary may Consolidate, etc. on Certain Terms.

A Guarantor may not sell or otherwise dispose of all or substantially all of its assets to, or consolidate with or merge with or into (whether or not such Guarantor is the surviving Person), another Person, other than the Company or another Guarantor, unless:

(a) immediately after giving effect to that transaction, no Default or Event of Default exists; and

(b) subject to the provisions of Section 10.03 of the First Supplemental Indenture, the Person acquiring the property in any such sale or disposition or the Person formed by or surviving any such consolidation or merger assumes all the obligations of that Guarantor under the Indenture and its Subsidiary Guarantee pursuant to a supplemental indenture satisfactory to the Trustee.

In case of any such consolidation, merger, sale or conveyance and upon the assumption by the successor corporation, by supplemental indenture, executed and delivered to the Trustee and satisfactory in form to the Trustee, of the due and punctual performance of all of the covenants and conditions of this Indenture to be performed by the Guarantor, such successor corporation shall succeed to and be substituted for the Guarantor with the same effect as if it had been named herein as a Guarantor. All the Subsidiary Guarantees so issued shall in all respects have the same legal rank and benefit under the Indenture as the Subsidiary Guarantees theretofore and thereafter issued in accordance with the terms of the Indenture as though all of such Subsidiary Guarantees had been issued at the date of the execution hereof.

Except as set forth in Article V of the First Supplemental Indenture, and notwithstanding clauses (a) and (b) above, nothing contained in this Indenture or in any of the

B-3

Notes shall prevent any consolidation or merger of a Guarantor with or into the Company or another Guarantor, or shall prevent any sale or conveyance of the property of a Guarantor as an entirety or substantially as an entirety to the Company or another Guarantor.

5. Releases.

The Note Guarantee of a Guarantor will be released, and any Person acquiring assets (including by way of merger or consolidation) or Capital Stock of a Guarantor shall not be required to assume the obligations of any such Guarantor:

(a) in connection with any sale or other disposition of all or substantially all of the assets of that Guarantor (including by way of merger or consolidation) to a Person that is not (either before or after giving effect to such transaction) a Restricted Subsidiary, if the sale or other disposition complies with Sections 3.03 and 4.04 of the First Supplemental Indenture;

(b) in connection with any sale of all of the Capital Stock of a Guarantor to a Person that is not (either before or after giving effect to such transaction) a Restricted Subsidiary, if the sale complies with Sections 3.03 and 4.04 of the First Supplemental Indenture;

(c) if the Company designates any Restricted Subsidiary that is a Guarantor to be an Unrestricted Subsidiary or an Excluded Subsidiary in accordance with the Indenture;

(d) if any Guarantor is otherwise no longer obligated to provide a Subsidiary Guarantee pursuant to the Indenture; or

(e) if such Guarantor’s guarantee of any obligations under the Credit Agreement, or if the Credit Agreement is no longer outstanding, any other Indebtedness of the Company, is fully and unconditionally released, except that such Guarantor shall subsequently be required to become a Guarantor by executing a supplemental indenture and providing the Trustee with an Officers’ Certificate and Opinion of Counsel at such time as it guarantees any obligations under the Credit Agreement, or if the Credit Agreement is no longer outstanding, any other Indebtedness of the Company.

Any Guarantor not released from its obligations under its Note Guarantee shall remain liable for the full amount of principal of and interest on the Notes and for the other obligations of any Guarantor under the Indenture as provided in Article 12 of the Base Indenture and Article X of the First Supplemental Indenture.

6. No Recourse Against Others. No past, present or future director, officer, employee, incorporator, stockholder or agent of the Guaranteeing Subsidiary, as such, shall have any liability for any obligations of the Company or any Guarantor under the Notes, any Subsidiary Guarantees, the Indenture or this Supplemental Indenture or for any claim based on, in respect of, or by reason of, such obligations or their creation. Each Holder of the Notes by accepting a Note waives and releases all such liability. The waiver and release are part of the consideration for issuance of the Notes. Such

B-4

waiver may not be effective to waive liabilities under the federal securities laws and it is the view of the SEC that such a waiver is against public policy.

7. NEW YORK LAW TO GOVERN. THE INTERNAL LAW OF THE STATE OF NEW YORK SHALL GOVERN AND BE USED TO CONSTRUE THIS SUPPLEMENTAL INDENTURE BUT WITHOUT GIVING EFFECT TO APPLICABLE PRINCIPLES OF CONFLICTS OF LAW TO THE EXTENT THAT THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION WOULD BE REQUIRED THEREBY.

8. Counterparts. The parties may sign any number of copies of this Supplemental Indenture. Each signed copy shall be an original, but all of them together represent the same agreement.

9. Effect of Headings. The Section headings herein are for convenience only and shall not affect the construction hereof.

10. The Trustee. The Trustee shall not be responsible in any manner whatsoever for or in respect of the validity or sufficiency of this Supplemental Indenture or for or in respect of the recitals contained herein, all of which recitals are made solely by the Guaranteeing Subsidiary and the Company.

B-5

IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture to be duly executed and attested, all as of the date first above written.

Dated:                 ,         

[Guaranteeing Subsidiary]
By:
	Name: Title:

Omnicare, Inc.
By:
	Name: Title:

SunTrust Bank, as Trustee
By:
	Authorized Signatory

B-6

EX-4.2(C)

Exhibit 4.2(c)

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, 2033

TABLE OF CONTENTS

		Page
ARTICLE I DEFINITIONS
SECTION 1.01	Definitions	1
ARTICLE II TERMS OF DEBENTURES
SECTION 2.01	Designation of Debentures; Aggregate Principal Amount	8
SECTION 2.02	Form of Debentures	8
SECTION 2.03	Global Security	9
SECTION 2.04	Applicability of Certain Provisions	10
SECTION 2.05	Interest and Contingent Interest	10
SECTION 2.06	Tax Treatment of Debentures	11
SECTION 2.07	Payment of Interest or Contingent Interest	12
SECTION 2.08	Register of Securities; Paying Agent; Conversion Agent	12
SECTION 2.09	Calculations in Respect of the Debentures	12
SECTION 2.10	Form	13
ARTICLE III ADDITIONAL COVENANTS APPLICABLE TO THE DEBENTURES
SECTION 3.01	Offer to Repurchase Upon Change of Control	13
SECTION 3.02	Restrictions on Certain Payments	14
SECTION 3.03	Covenants as to Omnicare Capital Trust I	15
SECTION 3.04	Payment of Expenses	16
ARTICLE IV REDEMPTION OF DEBENTURES
SECTION 4.01	Special Event Redemption	16
SECTION 4.02	Optional Redemption by Company	17
SECTION 4.03	Notice of Redemption	17

i

ARTICLE V SUBORDINATION OF DEBENTURES
SECTION 5.01	Agreement to Subordinate	17
SECTION 5.02	Default on Senior Indebtedness	18
SECTION 5.03	Liquidation; Dissolution; Bankruptcy	18
SECTION 5.04	Subrogation	19
SECTION 5.05	Trustee to Effectuate Subordination	20
SECTION 5.06	Notice by the Company	20
SECTION 5.07	Rights of the Trustee; Holders of Senior Indebtedness	21
SECTION 5.08	Subordination May Not Be Impaired	22
ARTICLE VI EXTENSION OF INTEREST PAYMENT PERIOD
SECTION 6.01	Extension of Interest Payment Period	22
SECTION 6.02	Notice of Extension	23
ARTICLE VII CONVERSION OF DEBENTURES
SECTION 7.01	Conversion Rights	24
SECTION 7.02	Exercise of Conversion Privilege; Issuance of Common Stock on Conversion; No Adjustment for Interest or Dividends	26
SECTION 7.03	Cash Payments in Lieu of Fractional Shares	28
SECTION 7.04	[Intentionally Omitted.]	28
SECTION 7.05	Adjustment of Conversion Price	28
SECTION 7.06	Effect of Reclassification, Consolidation, Merger or Sale	37
SECTION 7.07	Taxes on Shares Issued	38
SECTION 7.08	Reservation of Shares; Shares to Be Fully Paid; Compliance with Governmental Requirements; Listing of Common Stock	38
SECTION 7.09	Responsibility of Trustee.	39
SECTION 7.10	Notice to Holders Prior to Certain Actions	40

ii

ARTICLE VIII DEFAULTS
SECTION 8.01	Events of Default	41
SECTION 8.02	Applicability of Certain Other Provisions	41
ARTICLE IX AMENDMENT, SUPPLEMENT AND WAIVER
SECTION 9.01	Applicability of Certain Provisions	42
ARTICLE X NO SINKING FUND; NO GUARANTEES
SECTION 10.01	Applicability of Certain Provisions	42
ARTICLE XI LEGAL DEFEASANCE
SECTION 11.01	Applicability of Certain Provisions	42
ARTICLE XII MISCELLANEOUS
SECTION 12.01	Scope of this Second Supplemental Indenture	42
SECTION 12.02	Ratification of Base Indenture	43
SECTION 12.03	Trustee Not Responsible for Recitals	43
SECTION 12.04	Separability	43
SECTION 12.05	Counterparts	43
SECTION 12.06	Governing Law	43
EXHIBIT A:	Form of Initial Debentures

iii

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”).

WHEREAS, the Company has executed and delivered to the Trustee a Base Indenture dated as of even date herewith (the “Base Indenture”) providing for the issuance from time to time of one or more series of the Company’s subordinated debt securities;

WHEREAS, Section 2.01 of the Base Indenture provides that the Company and the Trustee may enter into an indenture supplemental to the Indenture to establish the form or terms of securities of any series as permitted by Section 2.01 and Section 9.01 of the Base Indenture; and

WHEREAS, the Company is entering into this Second Supplemental Indenture to establish the form and terms of its 4.00% Junior Subordinated Convertible Debentures Due June 15, 2033 (the “Debentures”).

NOW, THEREFORE, in consideration of the premises and the purchase of the Debentures by the Holders thereof, the Company and the Trustee mutually covenant and agree for the equal and ratable benefit of the holders of Debentures as follows:

ARTICLE I

DEFINITIONS

SECTION 1.01 Definitions. Unless otherwise specifically defined herein, each term used herein which is defined in the Base Indenture has the meaning assigned to such term in the Base Indenture. The following terms, as used herein, have the following meanings:

“Accepted Purchase Shares” has the meaning provided in Section 7.05(g) hereof.

“Administrative Trustee” has the meaning set forth in the Trust Agreement.

“Base Indenture” has the meaning provided in the preamble hereof.

“Change of Control” means when any of the following has occurred:

(a) the direct or indirect sale, transfer, conveyance or other disposition (other than by way of merger or consolidation), in one or a series of related transactions, of all or substantially all of the properties or assets of the Company and its subsidiaries taken as a whole to any person, other than any transaction:

(i) that does not result in any reclassification, conversion, exchange or cancellation of outstanding shares of the Company’s capital stock; and

(ii) pursuant to which holders of the Company’s capital stock entitled to vote generally in elections of directors of the Company immediately prior to such transaction are entitled to exercise, directly or indirectly, 50% or

more of the total voting power of all shares of the Company’s capital stock entitled to vote generally in elections of directors of the continuing or surviving Person immediately after giving effect to such transaction;

(b) the consummation of any transaction (including, without limitation, any merger or consolidation) the result of which is that any person, other than one or more Principals and their Related Parties, becomes the beneficial owner, directly or indirectly, of more than 50% of the voting stock of the Company entitled at the time to vote in elections of directors of the Company, measured by voting power rather than number of shares; or

(c) the first day on which a majority of the members of the Board of Directors of the Company are not Continuing Directors.

However, a Change of Control will not be deemed to have occurred if:

(x) the Closing Sale Price per share of the Common Stock for any five full trading days within the period of ten consecutive Trading Days ending immediately after the later of the Change of Control or the public announcement of the Change of Control, in the case of a Change of Control under clause (a) of this definition above, or the period of ten consecutive full Trading Days ending immediately before the Change of Control, in the case of a Change of Control under clause (c) of this definition above, equals or exceeds 110% of the Conversion Price per share of common stock in effect on each of those Trading Days (as adjusted); or

(y) at least 90% of the consideration (excluding cash payments or fractional shares and dissenters’ appraisal rights) in the transaction or transactions constituting a Change of Control consists of shares of common stock traded or to be traded immediately following such Change of Control on a national securities exchange or the Nasdaq National Market and, as a result of such transaction or transactions, the Trust PIERS become convertible into such common stock (and any rights attached thereto).

“Change of Control Offer” has the meaning provided in Section 3.01 hereof.

“Change of Control Payment” has the meaning provided in Section 3.01 hereof.

“Change of Control Payment Date” has the meaning provided in Section 3.01 hereof.

“Closing Price” has the meaning provided in Section 7.05(h) hereof.

“Closing Sale Price” means the closing sale price per share of Common Stock or per Trust PIER, as the case may be, (or if no closing sale price is reported, the average of the bid and ask prices or, if more than one in either case, the average of the average bid and the average asked prices) on that date as reported in composite transactions for the principal U.S. securities exchange on which the Common Stock or Trust PIERS, as applicable, is traded or, if the Common Stock or Trust PIERS, as applicable, is not listed on a U.S. national or regional securities exchange, as reported by the Nasdaq National Market.

2

If the Common Stock or Trust PIERS, as applicable, is not listed for trading on a U.S. national or regional securities exchange and not reported by the Nasdaq National Market on the relevant date, the “closing sale price” will be the last quoted bid price for the Common Stock or Trust PIERS, as applicable, in the over-the-counter market on the relevant date as reported by the National Quotation Bureau or similar organization.

If the Common Stock or Trust PIERS, as applicable, is not so quoted, the “closing sale price” will be the average of the mid-point of the last bid and ask prices for the Common Stock or Trust PIERS, as applicable, on the relevant date from each of at least three nationally recognized independent investment banking firms selected by the Company for this purpose.

“Common Stock” means common stock, par value $1 per share, of the Company.

“Company” has the meaning provided in the preamble hereof.

“Compounded Interest” has the meaning provided in Section 6.01 hereof.

“Contingent Interest Period” has the meaning provided in Section 2.05 thereof.

“Contingent Payment Regulations” has the meaning provided in Section 2.06 hereof.

“Continuing Directors” means, as of any date of determination, any member of the Board of Directors of Omnicare who:

(a) was a member of the Board of Directors on June 13, 2003; or

(b) was nominated for election or elected to the Board of Directors with the approval of a majority of the Continuing Directors who were members of the Board of Directors at the time of a new director’s nomination or election.

“Conversion Agent” means the office or agency designated by the Company where Debentures may be presented for conversion.

“Conversion Price” shall mean (i) until any adjustment thereto in accordance with Section 7.05, the quotient obtained by dividing $50.00 by the initial Conversion Ratio and rounding the result to four decimal places, and (ii) thereafter shall mean such Conversion Price as adjusted pursuant to Section 7.05.

“Conversion Ratio” has the meaning provided in Section 7.01 hereof.

“Conversion Shares” has the meaning provided in Section 7.05 hereof.

“Conversion Value” as of any given date means the product of the Closing Sale Price for Omnicare Common Stock on such date multiplied by the then-current Conversion Ratio.

“Coupon Rate” has the meaning provided in Section 2.05 hereof.

“Current Market Price” has the meaning provided in Section 7.05(h) hereof.

3

“Debentures” means the $309,278,350 aggregate principal amount of 4.00% Convertible Debentures due June 15, 2033 issued on the Issue Date, plus up to $46,391,750 aggregate principal amount that may be issued upon exercise of the underwriters’ over-allotment option.

“Deferred Interest” has the meaning provided in Section 6.01 hereof.

“Definitive Debentures” means those Debentures issued in fully registered certificated form not otherwise in global form.

“Definitive Securities” shall mean those Securities issued in fully registered certificated form not otherwise in global form.

“Delaware Trustee” has the meaning set forth in the Trust Agreement.

“Depositary” shall mean, with respect to the Debentures for which the Company shall determine that such Debentures will be issued as a Global Security, The Depository Trust Company, New York, New York, another clearing agency, or any successor registered as a clearing agency under the Exchange Act or other applicable statute or regulation, which, in each case, shall be designated by the Company.

“Dissolution Event” means the liquidation of the Trust pursuant to the Trust Agreement, and the distribution of the Debentures held by the Property Trustee to the holders of the Trust Securities issued by the Trust pro rata in accordance with the Trust Agreement.

“Distribution Date” has the meaning set forth in Section 7.05 hereof.

“Event of Default” has the meaning provided in Section 8.01 hereof.

“Expiration Time” has the meaning provided in Section 7.05(f) hereof.

“Extension Period” has the meaning set forth in Section 6.01 hereof.

“Five Trading Day Period” has the meaning provided in Section 2.05 hereof.

“Fair Market Value” has the meaning provided in Section 7.05(h) hereof.

“Global Security” means, with respect to the Debentures, a Debenture executed by the Company and delivered by the Trustee to the Depositary or pursuant to the Depositary’s instruction, all in accordance herewith, which shall be registered in the name of the Depositary or its nominee.

“Guarantee Trustee” has the meaning set forth in the Trust PIERS Guarantee Agreement.

“Holder” means a person in whose name a Debenture is registered.

“Indenture” means the Base Indenture, as amended and supplemented hereby.

“Interest Payment Date” has the meaning set forth in Section 2.05 hereof.

4

“Investment Company Event” means Omnicare and the Trust shall have received an opinion of independent securities counsel experienced in such matters to the effect that, as a result of:

(a) any amendment to, or change (including any announced prospective change) in, any laws or regulations of the United States or any rules, guidelines or policies of any applicable regulatory agency or authority; or

(b) any official administrative written pronouncement or judicial decision interpreting or applying such laws or regulations,

which amendment or change is effective or which pronouncement or decision is announced on or after the date the Trust PIERS are first issued, the Trust is, or within 90 days of such opinion will be, considered an “investment company” that is required to be registered under the Investment Company Act of 1940.

“Issue Date” means June 13, 2003.

“Like Amount” means (i) with respect to a redemption of the Debentures, Trust Securities having a liquidation amount equal to the principal amount of Debentures to be redeemed in accordance with their terms and (ii) with respect to a distribution of Debentures upon the occurrence of a Dissolution Event, Debentures having a principal amount equal to the liquidation amount of the Trust Securities of the holder to whom Debentures are distributed.

“Non Book-Entry Trust PIERS” shall have the meaning set forth in Section 2.03(a)(ii).

“nonelecting share” has the meaning provided in Section 7.06.

“Offer Expiration Time” has the meaning provided in Section 7.05 hereof.

“Principal” means Joel Gemunder, an entity controlled by Joel Gemunder and/or a trust for his benefit or any employee benefit plan of the Company (including plans for the benefit of employees of its Subsidiaries).

“Property Trustee” has the meaning set forth in the Trust Agreement.

“Purchased Shares” has the meaning provided in Section 7.05 hereof.

“Record Date” has the meaning provided in Section 7.05(h) hereof.

“Redemption Price” has the meaning set forth in Section 4.01 hereof.

“Related Party” means:

(a) any controlling stockholder, 80% (or more) owned Subsidiary, or immediate family member (in the case of an individual) of any Principal; or

(b) any trust, corporation, partnership or other entity, the beneficiaries, stockholders, partners, owners or Persons beneficially holding an 80% or more controlling

5

interest in which consist of any one or more Principals and/or such other Persons referred to in clause (a) of this definition.

“Securities” has the meaning set forth in Section 7.05(d).

“Security Register” shall mean (i) prior to a Dissolution Event, the list of Holders provided to the Trustee pursuant to Section 2.07 of the Base Indenture, and (ii) following a Dissolution Event, any security register maintained by a security registrar for the Debentures appointed by the Company.

“Senior Indebtedness” means principal and premium, if any, of and interest on the following:

(a) all indebtedness of the Company, whether outstanding on the date of the issuance of the debentures or thereafter created, incurred or assumed, which is for money borrowed, or which is evidenced by a note, security, debenture, bond or similar instrument;

(b) all obligations of the Company under leases required or permitted to be capitalized under generally accepted accounting principles;

(c) any indebtedness of others of the kinds described in clause (a) of this definition for the payment of which the Company is responsible or liable as guarantor or otherwise;

(d) all of the Company’s obligations issued or assumed as the deferred purchase price of property, all of the Company’s conditional sale obligations and all of the Company’s obligations under any title retention agreement;

(e) all of the Company’s obligations for reimbursement on any letter of credit, banker’s acceptance, security purchase facility or similar credit transaction;

(f) any indebtedness of others described in clause (a) of this definition secured by a lien on any property or asset of the Company, whether or not such obligation is assumed by the Company; and

(g) any amendments, renewals, extensions and refundings of any of the above types of indebtedness.

Notwithstanding anything to the contrary in the foregoing, Senior Indebtedness will not include (1) indebtedness incurred for the purchase of goods or materials or for services obtained in the ordinary course of business, (2) any indebtedness which by its terms is expressed to be pari passu or subordinated in rank and payment to the Debentures and (3) obligations by the Company owed to its Subsidiaries.

“Special Event” means the occurrence of an Investment Company Event or a Tax Event.

“Specified Trigger Percentage” has the meaning provided in Section 7.01(d) hereof.

6

“Tax Event” means Omnicare and the Trust shall have received an opinion of independent tax counsel experienced in such matters to the effect that, as a result of:

(a) any amendment to, change in or announced prospective change in, the laws (or regulations thereunder) of the United States or any political subdivision or taxing authority of or in the United States; or

(b) any official administrative written pronouncement or judicial decision interpreting or applying such laws or regulations,

which amendment or change is effective or which pronouncement or decision is announced on or after the Issue Date, there is more than an insubstantial risk that:

(a) the Trust is, or will be within 90 days of the date of such opinion, subject to United States federal income tax with respect to any interest received or accrued on the Debentures;

(b) interest payable by Omnicare on the Debentures is not, or within 90 days of the date of such opinion will not be, deductible by Omnicare, in whole or in part, for United States federal income tax purposes; or

(c) the Trust is, or will be within 90 days of the date of such opinion, subject to more than a de minimis amount of other taxes, duties or other governmental charges.

“Trading Day” shall mean (x) if the applicable security is listed or admitted for trading on the New York Stock Exchange or another national security exchange, a day on which the New York Stock Exchange or another national security exchange is open for business or (y) if the applicable security is quoted on the Nasdaq National Market, a day on which trades may be made on thereon or (z) if the applicable security is not so listed, admitted for trading or quoted, any day other than a Saturday or Sunday or a day on which banking institutions in the State of New York are authorized or obligated by law or executive order to close.

“Trading Price” of any security on any date means (a) the Closing Sale Price per security (or if no Closing Sale Price is reported, the average of the bid and ask prices or, if more than one in either case, the average of the average bid and the average asked prices) on that date as reported in composite transactions for the principal U.S. securities exchange on which the securities are traded or, if the securities are not listed on a U.S. national or regional securities exchange, as reported by the Nasdaq National Market; (b) if the securities are not listed for trading on a U.S. national or regional securities exchange and not reported by the Nasdaq National Market on the relevant date, the “Trading Price” shall mean the last quoted bid price for securities in the over-the-counter market on the relevant date as reported by the National Quotation Bureau or similar organization; or (c) if the securities are not so quoted, the “Trading Price” shall mean the average of the mid-point of the last bid and ask prices for securities on the relevant date from each of at least three nationally recognized independent investment banking firms selected by the Company for such purpose.

“Trigger Event” has the meaning provided in Section 7.05 hereof.

7

“Trust” means Omnicare Capital Trust I, a Delaware statutory business trust.

“Trust Agreement” means the Amended and Restated Trust Agreement, dated as of June 13, 2003, of the Trust, as amended, modified or supplemented in accordance with the applicable provisions thereof, among the trustees of the trust named therein, the Company, as depositor, and the holders from time to time of undivided beneficial ownership interests in the assets of the Trust, including all exhibits thereto, including, for all purposes of the Trust Agreement, and any such modification, amendment or supplement, the provisions of the TIA that are deemed to be part of and govern the Trust Agreement and any such modification, amendment or supplement, respectively.

“Trust Common Securities” means securities representing common undivided beneficial interests in the Trust.

“Trust PIERS” means the Trust Preferred Income Equity Redeemable Securities of the Trust.

“Trust PIERS Guarantee” means that certain guarantee by the Company pursuant to the Guarantee Agreement dated of even date herewith between the Company and the Guarantee Trustee.

“Trust Securities” shall mean the Trust PIERS and the Trust Common Securities, collectively.

“Trustee” has the meaning provided in the preamble hereof.

ARTICLE II

TERMS OF DEBENTURES

SECTION 2.01 Designation of Debentures; Aggregate Principal Amount. Subject to and in accordance with Section 2.01 of the Base Indenture, the Company hereby establishes a series of securities to be issued under the Base Indenture with the title 4.00% Junior Subordinated Convertible Debentures Due June 15, 2033.” The aggregate principal amount of the Debentures that may be authenticated and delivered under the Base Indenture shall be $309,278,350 plus up to $46,391,750 aggregate principal amount of Debentures in connection with the underwriters’ over-allotment option.

SECTION 2.02 Form of Debentures. Except as provided in Section 2.03, the Debentures issued shall be Definitive Debentures without interest coupons. Principal of and interest on the Definitive Debentures will be payable, the transfer of such Debentures will be registrable and such Debentures will be exchangeable for other Definitive Debentures bearing identical terms and provisions at the office or agency of the Company maintained for such purpose; provided, however, that payment of interest with respect to Definitive Debentures (other than a Global Security) may be made at the option of the Company (i) by check mailed to the Holder at such address as shall appear in the Security Register or (ii) by transfer to an account maintained by the Person entitled thereto, provided that proper transfer instructions have been received in writing by the relevant record date. Notwithstanding the foregoing, so long as

8

the Holder of some or all Debentures is the Property Trustee, the payment of the principal of and interest (including contingent interest, if any) on such Debentures held by the Property Trustee will be made through the Debenture paying agent to the Depositary to such account as may be designated by the Property Trustee.

SECTION 2.03 Global Security. (a) In connection with a Dissolution Event,

(i) if any Trust PIERS are held in book-entry form, a Like Amount of Definitive Debentures shall be presented to the Trustee (if an arrangement with the Depositary has been maintained) by the Property Trustee in exchange for one or more Global Securities (as may be required pursuant to Section 2.08 of the Base Indenture), to be registered in the name of the Depositary, or its nominee, and delivered by the Trustee to the Depositary for crediting to the accounts of its participants pursuant to the instructions of the Administrative Trustees; the Company upon any such presentation shall execute one or more Global Securities in such aggregate principal amount and deliver the same to the Trustee for authentication and delivery in accordance herewith; and payments on the Debentures issued as a Global Security will henceforth be made through the Debenture paying agent to the Depositary; and

(ii) if any Trust PIERS are held in certificated form, a Like Amount of Definitive Debentures may be presented to the Trustee by the Property Trustee, and any Trust PIERS certificate which represents Trust PIERS other than Trust PIERS in book-entry form (“Non Book-Entry Trust PIERS”) will be deemed to represent beneficial interests in Debentures presented to the Trustee by the Property Trustee having an aggregate principal amount equal to the aggregate liquidation amount of the Non Book-Entry Trust PIERS until such Trust PIERS certificates are presented to the security registrar for the Debentures for transfer or reissuance, at which time such Trust PIERS certificates will be cancelled and a Debenture, registered in the name of the holder of the Trust PIERS certificate or the transferee of the holder of such Trust PIERS certificate, as the case may be, with an aggregate principal amount equal to the aggregate liquidation amount of the Trust PIERS certificate cancelled, will be executed by the Company and delivered to the Trustee for authentication and delivery in accordance herewith. Upon the issuance of any such Definitive Debentures, Debentures with an equivalent aggregate principal amount that were presented by the Property Trustee to the Trustee will be cancelled.

(b) The Global Securities shall represent the aggregate amount of outstanding Debentures from time to time endorsed thereon; provided that the aggregate amount of outstanding Debentures represented thereby may from time to time be reduced or increased, as appropriate, to reflect exchanges, conversions and redemptions. Any endorsement of a Global Security to reflect the amount of any increase or decrease in the amount of outstanding Debentures represented thereby shall be made by the Trustee, in accordance with instructions given by the Company as required by this Section 2.03.

(c) The Global Securities may be transferred, in whole but not in part, only to the Depositary, another nominee of the Depositary, or to a successor Depositary selected or approved by the Company or to a nominee of such successor Depositary.

9

SECTION 2.04 Applicability of Certain Provisions. The provisions of Section 2.08 of the Base Indenture shall apply to the Debentures except to the extent such provisions are inconsistent with this Article II, in which case this Article II shall govern.

SECTION 2.05 Interest and Contingent Interest. (a) The Debentures shall bear interest at a rate of 4.00% per annum (the “Coupon Rate”) on the principal amount thereof, from and including June 13, 2003, payable quarterly in arrears on March 15, June 15, September 15 and December 15 of each year (each an “Interest Payment Date”), beginning September 15, 2003 to the persons in whose names the Debentures are registered at the close of business on the day next preceding the Interest Payment Date. If the Trust PIERS do not remain in book-entry only form and the Debentures are not in the form of a Global Security, the Company will have the right to select record dates, which must be at least one Business Day before an Interest Payment Date (whether or not a Business Day), immediately preceding such Interest Payment Date. The amount of interest payable for any full quarterly interest period will be computed on the basis of a 360-day year of twelve 30-day months. The amount of interest payable for any period shorter than a full 90-day quarterly interest period for which interest is computed, will be computed on the basis of 30-day months and, for periods of less than a full calendar month, the actual number of days elapsed per 30-day month. In the event that any Interest Payment Date on the Debentures is not a Business Day, then payment of the interest payable on such date will be made on the next succeeding day that is a Business Day (and without any interest or other payment in respect of any such delay), except that if such Business Day is in the next succeeding calendar year, then such payment shall be made on the immediately preceding Business Day, in each case with the same force and effect as if made on such date. Any such interest installment, including contingent interest, not punctually paid or duly provided for (excluding installments of interest (other than contingent interest) that are subject to an Extension Period) shall forthwith cease to be payable to the Holders on such Regular Record Date and shall be paid to the Person in whose name the Debenture is registered at the close of business on a special record date to be fixed by the Company for the payment of such defaulted interest, provided that no special record date shall be less than 10 days prior to the related payment date for such defaulted interest or may be paid at any time in any other lawful manner deemed practicable by the Trustee after notice thereof by the Company to the Trustee.

(b) Subject to the accrual and record date provisions specified herein and in the Debenture, the Company shall pay contingent interest to the Holders during any quarterly period (a “Contingent Interest Period”) from March 15 to June 14, June 15 to September 14, September 15 to December 14 or December 15 to March 14, commencing with the Contingent Interest Period beginning June 15, 2009, if the average of the Trading Prices of the Trust PIERS or, following any Dissolution Event, the Debentures for the five consecutive Trading Days ending on the second Trading Day preceding such Contingent Interest Period (the “Five Trading Day Period”) equals 115% or more of the stated liquidation amount of the Trust PIERS or principal amount of the Debentures, as the case may be.

(c) The amount of contingent interest payable in respect of any Contingent Interest Period will equal 0.125% of the average Trading Price of the Trust PIERS (or of the Debentures following any distribution of the Debentures to the holders of the Trust PIERS following a Dissolution Event) over the Five Trading Day Period preceding such Contingent Interest Period. Contingent interest shall only be paid in cash. Contingent interest, if any, will

10

accrue and be payable to Holders in the same manner as regular cash interest as provided above. Regular cash interest will continue to accrue at the rate of 4.00% per year on the principal amount of the Debentures whether or not contingent interest is paid.

(d) Upon a determination by the Company that Holders will be entitled to receive contingent interest which will become payable during a Contingent Interest Period, on or prior to the first day of such Contingent Interest Period, the Company shall deliver an Officer’s Certificate to the Trustee setting forth in a schedule the amount of such contingent interest per $50 principal amount of Debentures and shall issue a press release with respect to the amount of such contingent interest. For purposes of determining the amount of an interest payment on a Debenture on any given Interest Payment Date, the Trustee may assume that Holders are not entitled to receive contingent interest unless the Trustee has received an Officer’s Certificate stating that the condition for a Contingent Interest Period has been satisfied and specifying the amount of contingent interest payable per $50 principal amount of Debentures.

(e) Interest on Debentures converted after the close of business on a Regular Record Date, but prior to the opening of business on the corresponding Interest Payment Date, will be paid to the Holder of such Debentures on the Regular Record Date but, upon conversion, the Holder must pay the Company the interest, including contingent interest, which has accrued and will be paid to the Holder on such Interest Payment Date in accordance with and subject to the penultimate paragraph of Section 7.02. No such payment by the Holder need be made with respect to Debentures in respect of which a Redemption Date has been declared that falls prior to or on such Interest Payment Date or in the case of Debentures surrendered for conversion after such Debentures have been called for redemption during an Extension Period.

SECTION 2.06 Tax Treatment of Debentures. The Company agrees, and by purchasing a beneficial ownership interest in the Debentures each Holder, and any Person (including an entity) that acquires a direct or indirect beneficial interest in the Debentures (including holders of Trust PIERS), will be deemed to have agreed (i) for United States federal income tax purposes, (A) to treat the Debentures as indebtedness of the Company and (B) to treat the Debentures as indebtedness of the Company that is subject to Treas. Reg. Sec. 1.1275-4 (the “Contingent Payment Regulations”), (ii) for United States federal income tax purposes, to treat the Trust PIERS as evidence of ownership of an undivided interest in the Debentures, (iii) for purposes of the Contingent Payment Regulations, to treat the fair market value of any stock beneficially received by a beneficial holder upon any conversion of the Debentures as a contingent payment, (iv) to be bound by the Company’s determination that the Debentures are contingent payment debt instruments subject to the “noncontingent bond method” of accruing original issue discount within the meaning of the Contingent Payment Regulations with respect to the Debentures, (v) to accrue original issue discount at the comparable yield as determined by the Company and (vi) to be bound by the Company’s projected payment schedule with respect to the Debentures. The parties hereto acknowledge that, the comparable yield and the schedule of projected payments are not determined for any purpose other than for the determination of interest accruals and adjustment thereof in respect of the Debentures for United States federal income tax purposes; and that the comparable yield and the schedule of projected payments do not constitute a projection or representation regarding the future stock price or the amounts payable on the Debentures. For purposes of the foregoing, the Company’s determination of the “comparable yield” is 8.01% per annum, compounded quarterly. A Holder of Debentures may

11

obtain the amount of original issue discount, issue date, comparable yield and projected payment schedule by submitting a written request to: Omnicare, Inc., 100 East RiverCenter Boulevard, Covington, Kentucky 41011, Attention: Chief Financial Officer.

SECTION 2.07 Payment of Interest or Contingent Interest. Interest on any Debentures that is payable, and is punctually paid or duly provided for, on any Interest Payment Date shall be paid to the Person in whose name such Debentures are registered at the close of business on the Regular Record Date, as the case may be, for such interest at the office or agency of the Company maintained for such purpose.

SECTION 2.08 Register of Securities; Paying Agent; Conversion Agent. Initially, the Trustee shall act as paying agent, Conversion Agent and Security Registrar. The Company may appoint and change any paying agent, Conversion Agent, Security Registrar or co-registrar or approve a change in the office through which any Paying Agent acts without notice, other than notice to the Trustee. The Company or any of its Subsidiaries or any of their Affiliates may act as Paying Agent, Conversion Agent, Security Registrar or co-registrar.

SECTION 2.09 Calculations in Respect of the Debentures. The Company will be responsible for making all calculations called for under the Debentures. These calculations include, but are not limited to, determination of the Current Market Price (as defined in Section 7.05(h) hereof), accrued interest and contingent interest payable on the Debentures and the Conversion Price of the Debentures. The Company will make these calculations in good faith and, absent manifest error, these calculations will be final and binding on the Holders. The Company will provide to each of the Trustee and the Conversion Agent a schedule of its calculations and each of the Trustee and the Conversion Agent is entitled to rely upon the accuracy of such calculations without independent verification. The Trustee will forward the Company’s calculations to any Holder upon the request of such Holder.

SECTION 2.10 Form. The Debentures will be in substantially the form set forth in Exhibit A hereto, and may have such other terms as are provided therein.

ARTICLE III

ADDITIONAL COVENANTS APPLICABLE TO THE DEBENTURES

In addition to the covenants set forth in Article 4 of the Base Indenture, the Debentures shall be subject to the additional covenants set forth in this Article III:

SECTION 3.01 Offer to Repurchase Upon Change of Control. (a) If a Change of Control shall occur, each Holder of Debentures will have the right to require the Company to repurchase all or any part (equal to $50 or an integral multiple of $50) of that Holder’s Debentures pursuant to a Change of Control offer (the “Change of Control Offer”) on the terms set forth herein. In the Change of Control Offer, the Company will offer a Change of Control payment (the “Change of Control Payment”) in cash equal to 100% of the aggregate principal amount of notes repurchased plus accrued and unpaid interest (including contingent interest, if any) on the Debentures repurchased, to the Change of Control Payment Date (as defined below). Within 30 days following any Change of Control, the Company will mail a notice to each Holder describing the transaction or transactions that constitute the Change of Control and offering to

12

repurchase Debentures on the payment date (the “Change of Control Payment Date”) specified in the notice, which date will be no earlier than 30 days and no later than 60 days from the date such notice is mailed, pursuant to the procedures required hereby and described in such notice. The Company will comply with the requirements of Rule 14e-1 under the Exchange Act, and any other securities laws and regulations thereunder to the extent those laws and regulations are applicable in connection with the repurchase of the Debentures as a result of a Change of Control. To the extent that the provisions of any securities laws or regulations conflict with the Change of Control provisions hereof, the Company will comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations under this Section 3.01 by virtue of such conflict.

On the Change of Control Payment Date, the Company will, to the extent lawful:

(i) accept for payment all Debentures or portions of Debentures properly tendered pursuant to the Change of Control Offer;

(ii) deposit with the paying agent an amount equal to the Change of Control Payment in respect of all Debentures or portions of Debentures properly tendered; and

(iii) deliver or cause to be delivered to the Trustee the Debentures properly accepted, together with an Officers’ Certificate stating the aggregate principal amount of Debentures or portions of Debentures being purchased by the Company.

The paying agent will promptly mail to each Holder of Debentures properly tendered the Change of Control Payment for such Debentures, and the Trustee will promptly authenticate and mail (or cause to be transferred by book-entry) to each Holder a new Debenture equal in principal amount to any unpurchased portion of the Debentures surrendered, if any; provided that each new Debenture will be in a principal amount of $50 or an integral multiple of $50.

(b) The Company and the Trustee acknowledge that, upon the occurrence of a Change of Control, each holder of Trust PIERS shall have the right to exchange all or any portion of such holder’s Trust PIERS for Debentures having a principal amount equal to the liquidation amount of such Trust PIERS and to simultaneously require the Company to repurchase such Debentures at the price and on the terms specified in Section 3.01(a) hereto. Any Trust PIERS as to which such right is exercised will be exchanged by the Company not less than three Business Days prior to the Change of Control Payment Date.

SECTION 3.02 Restrictions on Certain Payments . The Company will not and will not permit any of its Subsidiaries to,

(a) declare or pay any dividends or distributions on, or redeem, purchase, acquire or make a liquidation payment with respect to, any of the capital stock of the Company, other than:

(i) purchases of the capital stock of the Company in connection with employee, director or agent benefit plans or under any dividend reinvestment or stock purchase plan;

13

(ii) in connection with the reclassifications of any class or series of the Company’s capital stock, or the exchange or conversion of one class or series of the Company’s capital stock for or into another class or series of its capital stock;

(iii) the payment of any dividend within 60 days after the date of declaration of such dividend if, at the date of declaration, (a) if paid on such declaration date the payment of such dividend would not have been prohibited by an election to defer interest payments under Section 6.01 hereof and (b) the declaration was in accordance with the Company’s dividend policy in effect immediately prior to its declaration of such dividend;

(iv) the purchase of fractional interests in shares of the Company’s capital stock in connection with the conversion or exchange provisions of that capital stock or the security being converted or exchanged;

(v) dividends or distributions payable in the Company’s capital stock, or options, warrants or rights to acquire capital stock, or repurchases or redemptions of capital stock solely from the issuance or exchange of capital stock;

(vi) any declaration of a dividend in connection with the implementation of a shareholders’ rights plan, or issuances of stock under any such plan in the future, or redemptions or repurchases of any such rights pursuant to any such shareholders’ rights plan;

(vii) the purchase of the Company’s Common Stock, or securities convertible or exercisable for the Company’s Common Stock, in satisfaction of the Company’s obligations under an acquisition transaction that the Company has entered into prior to the beginning of an Extension Period, in an amount not greater than $10 million in the aggregate in any given Extension Period; or

(viii) repurchases of the Company’s Common Stock in connection with acquisitions of businesses made by the Company or any of its Subsidiaries (which repurchases are made in connection with the satisfaction of indemnification obligations of the sellers of such businesses);

(b) make any payment of interest, principal or premium, if any, on or repay, repurchase or redeem any debt securities (including other junior subordinated debentures) issued by the Company is expressed to rank pari passu with or junior or subordinated to the Debentures, in each case other than through the issuance or exchange of debt securities is expressed to rank pari passu with or junior or subordinated to the Debentures; or

(c) make any guarantee payments with respect to any guarantee by the Company of the debt securities (including other guarantees) of any of its Subsidiaries, if such guarantee is expressed to rank pari passu with or junior or subordinated in interest to the Debentures, other than payments under the Trust PIERS Guarantee or any other similar guarantee in respect of future issuances of Trust PIERS or any other trust preferred securities;

14

if at such time (1) an event has occurred that with the giving of notice or the lapse of time, or both, would constitute an Event of Default and the Company has not taken reasonable steps to cure such event, (2) the Company shall be in default with respect to its payment obligations under the Trust PIERS Guarantee or (3) the Company shall have given notice of its intention to begin an Extension Period pursuant to Section 6.01 of this Second Supplemental Indenture and has not rescinded the notice, or any such Extension Period shall have commenced and be continuing.

SECTION 3.03 Covenants as to Omnicare Capital Trust I. In the event Debentures are issued to the Trust or a trustee of such trust in connection with the issuance of Trust PIERS by the Trust, for so long as such Trust Securities remain outstanding, the Company: (a) will maintain 100% direct or indirect ownership of the Trust Common Securities; provided, however, that any successor of the Company permitted pursuant to Article 5 of the Base Indenture may succeed to the Company’s ownership of such Trust Common Securities, (b) will use commercially reasonable efforts to cause the Trust to remain a statutory trust, except in connection with a distribution of Debentures to the holders of Trust Securities in connection with a Dissolution Event; (c) will not voluntarily terminate, wind-up or liquidate the Trust, except in connection with (i) a distribution of the Debentures to the holders of the Trust Securities in connection with a Dissolution Event, (ii) the redemption of all of the Trust PIERS and Trust Common Securities issued by the Trust, (iii) in connection with mergers, consolidations or amalgamations, in each case as permitted by the Trust Agreement; (d) will use its commercially reasonable efforts, consistent with the terms and provisions of the Trust Agreement, to cause the Trust to remain classified as a grantor trust and not as an association taxable as a corporation for United States federal income tax purposes; and (e) will use its commercially reasonable efforts to ensure that the Trust will not be an “investment company” within the meaning of the Investment Company Act of 1940 or the rules and regulations of the SEC thereunder.

SECTION 3.04 Payment of Expenses. The Company, in its capacity as borrower with respect to the Debentures, shall:

(a) pay all fees and expenses relating to the offering, sale and issuance of the Debentures and the Trust Securities, including commissions to the underwriters payable pursuant to the underwriting agreement and compensation of the Trustee in accordance with the provisions of Section 7.07 of the Base Indenture;

(b) pay all fees and expenses of the Trust, including, but not limited to, fees and expenses relating to the organization, maintenance and operations, and any dissolution of the Trust; the fees and expenses of the Property Trustee, the Delaware Trustee, the Guarantee Trustee and the Administrative Trustees; the costs and expenses relating to the operation of the Trust, including, without limitation, fees and expenses of accountants, attorneys, statistical or bookkeeping services; expenses for printing and engraving and computing or accounting equipment; paying agent(s); registrar(s); transfer agent(s); duplicating, travel and telephone and other telecommunications expenses and costs and expenses incurred in connection with the acquisition, financing, and disposition of assets of the Trust;

(c) be primarily liable for any indemnification obligations arising with respect to the Trust Agreement;

15

(d) pay any and all taxes (other than U.S. withholding taxes), duties assessments and other governmental charges of whatever nature imposed on the Trust by the United States or any other taxing authority and all liabilities, costs and expenses with respect to such taxes of the Trust; and

(e) pay all other fees, expenses, debts and obligations (other than U.S. withholding taxes with respect to the Trust PIERS and the Trust Common Securities) related to the Trust.

ARTICLE IV

REDEMPTION OF DEBENTURES

Other than as specifically provided in this Article IV, any purchase pursuant to the provisions of this Article IV shall be made pursuant to the provisions of Sections 3.01 through 3.06 of the Base Indenture.

SECTION 4.01 Special Event Redemption. If, a Special Event has occurred and is continuing, the Company shall have the right, at any time following the occurrence of such Special Event, upon (i) not less than 35 days (or such shorter period as may be acceptable to the Trustee) nor more than 75 days before a Redemption Date, written notice to the Trustee and (ii) not less than 30 days nor more than 60 days written notice to the Holders, to redeem the Debentures, in whole (but not in part), at a purchase price equal to 100% of the principal amount to be redeemed, plus accrued and unpaid interest, including contingent interest, if any, to the Redemption Date (“the Redemption Price”). The Company shall deposit with the Trustee an amount sufficient to pay the Redemption Price by 12:00 noon, New York time, on the date such Redemption Price is to be paid. Notwithstanding the foregoing, the Holders of at least a majority in aggregate principal amount of the Debentures may agree to reduce the notice period to not less than five days.

SECTION 4.02 Optional Redemption by Company. The Company shall have the right to redeem the Debentures, in whole or in part, on one or more occasions at any time on or after June 15, 2009 at the Redemption Price, upon not less than 30 days and not more than 60 days notice before the Redemption Date to each Holder of the Debenture to be redeemed at its registered address.

SECTION 4.03 Notice of Redemption. In addition to the items specified in Section 3.03 of the Base Indenture, the notice of redemption shall specify:

(a) the then-current Conversion Price;

(b) the name and address of the paying agent and Conversion Agent; and

(c) that the Debentures called for redemption may be converted at any time before 5:00 p.m. New York time on the Business Day immediately preceding the Redemption Date and that holders who wish to convert Debentures must satisfy the requirements of the Indenture and the Debentures.

16

ARTICLE V

SUBORDINATION OF DEBENTURES

The Debentures shall not be subject to Article 11 of the Base Indenture. In lieu thereof, the Debentures shall be subject to the following provisions of this Article V:

SECTION 5.01 Agreement to Subordinate. The Company covenants and agrees, and each Holder of Debentures issued hereunder likewise covenants and agrees, that the Debentures shall be issued subject to the provisions of this Article V; and each Holder of a Debenture, whether upon original issue or upon transfer or assignment thereof, accepts and agrees to be bound by such provisions.

The payment by the Company of the principal of and interest, including contingent interest, on all Debentures issued hereunder shall, to the extent and in the manner hereinafter set forth, be subordinated and junior in right of payment to all Senior Indebtedness, whether outstanding at the date of this Indenture or thereafter incurred.

No provision of this Article V shall prevent the occurrence of any Default or Event of Default hereunder.

SECTION 5.02 Default on Senior Indebtedness. In the event and during the continuation of any Default by the Company in the payment of principal, interest or any other payment due on any Senior Indebtedness, or in the event that the maturity of any Senior Indebtedness has been accelerated because of an Event of Default, or if any judicial proceeding shall be pending with respect to any such Default, then, in any such case, no payment shall be made by the Company with respect to the principal (including redemption payments) of or interest (including contingent interest) on the Debentures or any other amounts which may be due on the Debentures pursuant to the terms hereof or otherwise.

In the event of the acceleration of the maturity of the Debentures, then no payment shall be made by the Company with respect to the principal (including redemption payments) or interest (including contingent interest) on the Debentures or any other amounts which may be due on the Debentures pursuant to the terms hereof or otherwise until the holders of all Senior Indebtedness outstanding at the time of such acceleration shall receive payment in full of such Senior Indebtedness (including any amounts due upon acceleration).

In the event that, notwithstanding the foregoing, any payment shall be received by the Trustee when such payment is prohibited by the preceding paragraphs of this Section 5.02 and at a time when a Responsible Office of the Trustee or such Holder has actual knowledge that such payment should not have been made to it, such payment shall be held in trust for the benefit of, and shall be paid over or delivered to, the holders of Senior Indebtedness or their respective representatives, or to the trustee or trustees under any indenture pursuant to which any of such Senior Indebtedness may have been issued, as their respective interests may appear, but only to the extent that the holders of the Senior Indebtedness (or their representative or representatives or a trustee) notify the Trustee in writing within 90 days of such payment of the amounts then due and owing on such Senior Indebtedness, and only the amounts specified in such notice to the Trustee shall be paid to the holders of such Senior Indebtedness.

17

SECTION 5.03 Liquidation; Dissolution; Bankruptcy. Upon any payment by the Company or distribution of assets of the Company of any kind or character, whether in cash, property or securities, to creditors upon the Company’s liquidation, dissolution, winding up, reorganization, assignment for the benefit of its creditors, marshaling of its assets or any bankruptcy, insolvency, debt restructuring or similar proceedings in connection with any insolvency or bankruptcy proceeding involving the Company, all Senior Indebtedness of the Company shall first be paid in full, or payment thereof provided for in money in accordance with its terms, before any payment is made by the Company on account of the principal of or interest (including contingent interest) on the Debentures or any other amounts which may be due on the Debentures pursuant to the terms hereof or otherwise; and upon any such event, any payment by the Company, or distribution of assets of the Company of any kind or character, whether in cash, property or securities, which the Holders or the Trustee would be entitled to receive from the Company, except for the provisions of this Article V, shall be paid by the Company or by any receiver, trustee in bankruptcy, liquidating trustee, agent or other Person making such payment or distribution, or by the Holders or by the Trustee if received by them or it, directly to the holders of Senior Indebtedness of the Company (pro rata to such holders on the basis of the respective amounts of Senior Indebtedness held by such holders, as calculated by the Company) or their representative or representatives, or to the trustee or trustees under any indenture pursuant to which any instruments evidencing such Senior Indebtedness may have been issued, as their respective interests may appear, to the extent necessary to pay all such Senior Indebtedness in full, in money or money’s worth, after giving effect to any concurrent payment or distribution to or for the holders of such Senior Indebtedness, before any payment or distribution is made to the Holders or to the Trustee.

In the event that, notwithstanding the foregoing, any payment or distribution of assets of the Company of any kind or character prohibited by the foregoing and at a time when a Responsible Officer of the Trustee or such Holder has actual knowledge that such payment should not have been made to it, whether in cash, property or securities, shall be received by the Trustee before all Senior Indebtedness is paid in full, or provision is made for such payment in money in accordance with its terms, such payment or distribution shall be held in trust for the benefit of and shall be paid over or delivered to the holders of such Senior Indebtedness or their representative or representatives, or to the trustee or trustees under any indenture pursuant to which any instruments evidencing such Senior Indebtedness may have been issued, as their respective interests may appear, as calculated by the Company, for application to the payment of all Senior Indebtedness remaining unpaid to the extent necessary to pay all such Senior Indebtedness in full in money in accordance with its terms, after giving effect to any concurrent payment or distribution to or for the benefit of the holders of such Senior Indebtedness.

For purposes of this Article V, the words “cash, property or securities” shall not be deemed to include shares of stock of the Company as reorganized or readjusted, or securities of the Company or any other Company provided for by a plan of reorganization or readjustment, the payment of which is subordinated at least to the extent provided in this Article V with respect to the Debentures to the payment of Senior Indebtedness that may at the time be outstanding, provided that (i) such Senior Indebtedness is assumed by the new Company, if any, resulting from any such reorganization or readjustment, and (ii) the rights of the holders of such Senior Indebtedness are not, without the consent of such holders, altered by such reorganization or readjustment. The consolidation of the Company with, or the merger of the Company into,

18

another Person or the liquidation or dissolution of the Company following the sale, conveyance, transfer or lease of its property as an entirety, or substantially as an entirety, to another Person upon the terms and conditions provided for in Article 5 of the Base Indenture shall not be deemed a dissolution, winding-up, liquidation or reorganization for the purposes of this Section 5.03 if such other Person shall, as a part of such consolidation, merger, sale, conveyance, transfer or lease, comply with the conditions stated in Article 5 of the Base Indenture. Nothing in Section 5.02 or in this Section 5.03 shall apply to claims of, or payments to, the Trustee under or pursuant to Section 7.07 of the Base Indenture.

SECTION 5.04 Subrogation. Senior Indebtedness shall not be deemed to have been paid in full unless the holders thereof shall have received cash, securities or other property equal to the amount of such Senior Indebtedness then outstanding. After all Senior Indebtedness is paid in full and until the Debentures are paid in full, the Holders shall be subrogated (equally and ratably with all other indebtedness as to which the right to receive payment is pari passu with the Debentures) to the rights of holders of Senior Indebtedness to receive payments applicable to Senior Indebtedness to the extent that payments otherwise payable to the Holders have been applied to the payment of Senior Indebtedness, and such payments received by any Holder of Debentures, by reason of such subrogation, of cash, securities or other property which otherwise would be paid to the holders of Senior Indebtedness, shall, as between the Company and its creditors other than the holders of Senior Indebtedness, on the one hand, the Holders of Debentures, on the other, be deemed to be a payment by the Company on account of Senior Indebtedness, and not on account of Debentures. It is understood that the provisions of this Article V are and are intended solely for the purposes of defining the relative rights of the holders of the Debentures, on the one hand, and the holders of such Senior Indebtedness on the other hand.

Nothing contained in this Article V or elsewhere in this Second Supplemental Indenture or in the Debentures is intended to or shall impair, as between the Company, its creditors other than the holders of Senior Indebtedness of the Company, and the holders of the Debentures, the obligation of the Company, which is absolute and unconditional, to pay to the Holders the principal of and interest (including contingent interest) on the Debentures as and when the same shall become due and payable in accordance with their terms, or is intended to or shall affect the relative rights of the holders of the Debentures and creditors of the Company, as the case may be, other than the holders of Senior Indebtedness of the Company, as the case may be, nor shall anything herein or therein prevent the Trustee or the Holder of any Debenture from exercising all remedies otherwise permitted by applicable law upon Default under this Second Supplemental Indenture, subject to the rights, if any, under this Article V of the holders of such Senior Indebtedness in respect of cash, property or securities of the Company, as the case may be, received upon the exercise of any such remedy.

Upon any payment or distribution of assets of the Company referred to in this Article V, the Trustee, subject to the provisions of Article 7 of the Base Indenture, and the holders shall be entitled to conclusively rely upon any order or decree made by any court of competent jurisdiction in which such dissolution, winding-up, liquidation or reorganization proceedings are pending, or a certificate of the receiver, trustee in bankruptcy, liquidation trustee, agent or other Person making such payment or distribution, delivered to the Trustee or to the holders, for the purposes of ascertaining the Persons entitled to participate in such distribution, the holders of

19

Senior Indebtedness and other indebtedness of the Company, as the case may be, the amount thereof or payable thereon, the amount or amounts paid or distributed thereon and all other facts pertinent thereto or to this Article V.

SECTION 5.05 Trustee to Effectuate Subordination. Each Holder by such Holder’s acceptance thereof authorizes and directs the Trustee on such Holder’s behalf to take such action as may be necessary or appropriate to effectuate the subordination provided in this Article V and appoints the Trustee such Holder’s attorney-in-fact for any and all such purposes.

SECTION 5.06 Notice by the Company. The Company shall give prompt written notice to a Responsible Officer of the Trustee of any fact known to the Company that would prohibit the making of any payment of monies to or by the Trustee in respect of the Debentures pursuant to the provisions of this Article V. Notwithstanding the provisions of this Article V or any other provision of this Second Supplemental Indenture, the Trustee shall not be charged with knowledge of the existence of any facts that would prohibit the making of any payment of monies to or by the Trustee in respect of the Debentures pursuant to the provisions of this Article V, unless and until a Responsible Officer of the Trustee shall have received written notice thereof from the Company or a holder or holders of Senior Indebtedness or from any trustee therefor; and before the receipt of any such written notice, the Trustee, subject to the provisions of Article VI of this Second Supplemental Indenture, shall be entitled in all respects to assume that no such facts exist; provided, however, that if the Trustee shall not have received the notice provided for in this Section 5.06 at least three Business Days prior to the date upon which by the terms hereof any money may become payable for any purpose (including, without limitation, the payment of the principal of or interest on any Debenture), then, anything herein contained to the contrary notwithstanding, the Trustee shall have full power and authority to receive such money and to apply the same to the purposes for which they were received, and shall not be affected by any notice to the contrary that may be received by it within three Business Days prior to such date.

The Trustee, subject to the provisions of Article 7 of the Base Indenture, shall be entitled to conclusively rely on a written notice delivered to it by a Person representing himself to be a holder of Senior Indebtedness of the Company (or a trustee on behalf of such holder), as the case may be, to establish that such notice has been given by a holder of such Senior Indebtedness or a trustee on behalf of any such holder or holders. In the event that the Trustee determines in good faith that further evidence is required with respect to the right of any Person as a holder of such Senior Indebtedness to participate in any payment or distribution pursuant to this Article V, the Trustee may request such Person to furnish evidence to the reasonable satisfaction of the Trustee as to the amount of such Senior Indebtedness held by such Person, the extent to which such Person is entitled to participate in such payment or distribution and any other facts pertinent to the rights of such Person under this Article V, and, if such evidence is not furnished, the Trustee may defer any payment to such Person pending judicial determination as to the right of such Person to receive such payment.

Upon any payment or distribution of assets of the Company referred to in this Article V, the Trustee and the holders shall be entitled to conclusively rely upon any order or decree entered by any court of competent jurisdiction in which such insolvency, bankruptcy, receivership, liquidation, reorganization, dissolution, winding-up or similar case or proceeding is pending, or a

20

certificate of the trustee in bankruptcy, liquidating trustee, custodian, receiver, assignee for the benefit of creditors, agent or other person making such payment or distribution, delivered to the Trustee or to the holders, for the purpose of ascertaining the persons entitled to participate in such payment or distribution, the holders of Senior Indebtedness and other indebtedness of the Company, the amount thereof or payable thereon, the amount or amounts paid or distributed thereon and all other facts pertinent thereto or to this Article V.

SECTION 5.07 Rights of the Trustee; Holders of Senior Indebtedness. The Trustee in its individual capacity shall be entitled to all the rights set forth in this Article V in respect of any Senior Indebtedness at any time held by it, to the same extent as any other holder of Senior Indebtedness, and nothing in this Second Supplemental Indenture shall deprive the Trustee of any of its rights as such holder.

With respect to the holders of Senior Indebtedness of the Company, the Trustee undertakes to perform or to observe only such of its covenants and obligations as are specifically set forth in this Article V, and no implied covenants or obligations with respect to the holders of such Senior Indebtedness shall be read into this Second Supplemental Indenture against the Trustee. The Trustee shall not be deemed to owe any fiduciary duty to the holders of such Senior Indebtedness and, subject to the provisions of Article 7 of the Base Indenture, the Trustee shall not be liable to any holder of such Senior Indebtedness if it shall pay over or deliver to holders, the Company or any other Person money or assets to which any holder of such Senior Indebtedness shall be entitled by virtue of this Article V or otherwise.

Nothing in this Article V shall apply to claims of, or payments to, the Trustee under or pursuant to Section 7.07 of the Base Indenture.

SECTION 5.08 Subordination May Not Be Impaired. No right of any present or future holder of any Senior Indebtedness of the Company to enforce subordination as herein provided shall at any time in any way be prejudiced or impaired by any act or failure to act on the part of the Company, as the case may be, or by any act or failure to act, in good faith, by any such holder, or by any noncompliance by the Company, as the case may be, with the terms, provisions and covenants of this Second Supplemental Indenture, regardless of any knowledge thereof that any such holder may have or otherwise be charged with.

Without in any way limiting the generality of the foregoing paragraph, the holders of Senior Indebtedness of the Company may, at any time and from time to time, without the consent of or notice to the Trustee or the holders, without incurring responsibility to the holders and without impairing or releasing the subordination provided in this Article V or the obligations hereunder of the holders of the Debentures to the holders of such Senior Indebtedness, do any one or more of the following: (i) change the manner, place or terms of payment or extend the time of payment of, or renew or alter, such Senior Indebtedness, or otherwise amend or supplement in any manner such Senior Indebtedness or any instrument evidencing the same or any agreement under which such Senior Indebtedness is outstanding; (ii) sell, exchange, release or otherwise deal with any property pledged, mortgaged or otherwise securing such Senior Indebtedness; (iii) release any Person liable in any manner for the collection of such Senior Indebtedness; and (iv) exercise or refrain from exercising any rights against the Company, as the case may be, and any other Person.

21

ARTICLE VI

EXTENSION OF INTEREST PAYMENT PERIOD

SECTION 6.01 Extension of Interest Payment Period. So long as the Company is not in Default in the payment of interest, including contingent interest, if any, on the Debentures, the Company shall have the right, at any time and from time to time during the term of the Debentures, to defer payments of interest, other than contingent interest, by extending the interest payment period of such Debentures for a period not exceeding 20 consecutive quarterly periods, including the first such quarterly period during such extension period (an “Extension Period”), during which Extension Period no interest (other than contingent interest) shall be due and payable; provided that no Extension Period shall extend beyond the Stated Maturity or, with respect to any Debentures called for redemption, the Redemption Date with respect to such Debentures. To the extent permitted by applicable law, interest, the payment of which has been deferred because of the extension of the interest payment period pursuant to this Section 6.01, will bear interest thereon at the Coupon Rate compounded quarterly for each quarterly period of the Extension Period (“Compounded Interest”). At the end of the Extension Period, which is an Interest Payment Date, the Company shall pay all interest accrued and unpaid on the Debentures (together, “Deferred Interest”) that shall be payable to the holders of the Debentures in whose names the Debentures are registered in the Security Register on the first record date preceding the end of the Extension Period. Before the termination of any Extension Period, the Company may further defer payments of interest (other than contingent interest) by further extending such period, provided that such period, together with all such previous and further extensions within such Extension Period, shall not exceed 20 consecutive quarterly periods, including the first such quarterly period during such Extension Period, or extend beyond the Stated Maturity of the Debentures or, with respect to any Debentures called for redemption, the Redemption Date with respect to such Debentures. If any Extension Period ends on a day that is not an Interest Payment Date, then on or prior to the last day of such Extension Period, the Company shall deposit with the Trustee the full amount of unpaid interest (other than contingent interest) that has accrued on the Debentures through the last Interest Payment Date that falls prior to the last day of the Extension Period, and on the Interest Payment Date following the last day of the Extension Period, all unpaid interest accrued on the Debentures through that following Interest Payment Date will be due and payable unless the Company further extends the Extension Period to a later date, in which case the amounts deposited with the Trustee shall be returned to the Company. Upon the termination of any Extension Period and the payment of all Deferred Interest then due, the Company may commence a new Extension Period, subject to the foregoing requirements. No interest (other than contingent interest) shall be due and payable during an Extension Period, except at the end thereof, but the Company may prepay at any time all or any portion of the interest accrued during an Extension Period. The payment of contingent interest may not, under any circumstances, be subject to an Extension Period.

SECTION 6.02 Notice of Extension. (a) If the Property Trustee is the only registered Holder of the Debentures at the time the Company selects an Extension Period or extends an Extension Period, the Company shall give written notice to the Administrative Trustees, the Property Trustee and the Trustee of its selection of such Extension Period or its extension of an Extension Period at least one Business Day before the earlier of (i) the next date on which distributions on the Trust PIERS are payable, or (ii) the date the Administrative Trustee is required to give notice of the record date or the payment date of such related distributions for the

22

first quarter of such Extension Period to any national stock exchange or other organization on which the Trust PIERS are listed or quoted, if any, or to holders of the Trust PIERS as of the record date or the payment date. The Administrative Trustee will give notice of the Company’s election of the extension period to the holders of the Trust PIERS.

(b) If the Property Trustee is not the only Holder of the Debentures at the time the Company selects an Extension Period or extends an Extension Period, the Company shall give the holders of the Debentures and the Trustee written notice of its selection of such Extension Period or its extension of an Extension Period at least 10 Business Days before the earlier of (i) the Interest Payment Date for the first quarter of such Extension Period, or (ii) the date the Company is required to give notice of the record date or payment date of such related interest payment for the first quarter of such Extension Period to any national stock exchange or other organization on which the Debentures are listed or quoted, if any, or to holders of the Debentures as of the record date or the payment date.

(c) The quarterly period in which any notice is given pursuant to paragraphs (a) or (b) of this Section 6.02 shall be counted as one of the 20 quarterly periods permitted in the maximum Extension Period permitted under Section 6.01.

ARTICLE VII

CONVERSION OF DEBENTURES

SECTION 7.01 Conversion Rights. (a) Subject to and upon compliance with the provisions of this Article VII, the Debentures are convertible, at the option of the Holder, at any time on and after the occurrence of any of the events described in paragraph (b) below, and before 5:00 pm, New York, New York time, on the Business Day immediately preceding the date of repayment of such Debentures, whether at Stated Maturity or upon redemption, into fully paid and nonassessable shares of Common Stock at an initial conversion ratio of 1.2248 shares of Common Stock for each $50 in aggregate principal amount of Debentures, subject to adjustment as described in this Article VII. Following any adjustment to the Conversion Price in accordance with Section 7.05, the Conversion Ratio shall be equal to the quotient of $50 divided by the Conversion Price in effect following such adjustment (as so adjusted, the “Conversion Ratio”). A Holder may convert any portion of the principal amount of such Holder’s Debentures into that number of fully paid and nonassessable shares of Common Stock (calculated as to each conversion to the nearest 1/100th of a share) obtained by multiplying (x) the quotient obtained by dividing the principal amount of the Debentures to be converted by $50 by (y) the Conversion Ratio.

(b) Conversion Rights Based on Common Stock Price. If, as of the last day of any calendar quarter beginning with the quarter ending September 30, 2003, the Closing Sale Price of the Common Stock on each of at least 20 Trading Days in a period of 30 consecutive Trading Days ending on the last Trading Day of such quarter is more than 130% of the Conversion Price in effect on the last day of such quarter, then on and after the first day of the following calendar quarter (and only during such following calendar quarter), Holders may surrender their Debentures for conversion into shares of Common Stock at any time at their option until 5:00 p.m., New York time, on the Business Day immediately preceding the Stated Maturity or earlier Redemption Date.

23

(c) Conversion Rights Based on Notice of Redemption. A Holder may surrender for conversion a Debenture that has been called for redemption at any time prior to 5:00 p.m., New York time, on the day that is two Business Days immediately preceding the date of redemption, even if such Debenture is not otherwise convertible at that time.

(d) Conversion Rights Based on Trust PIERS Trading Price. Holders may also surrender a Debenture for conversion during the five-Business-Day period following any 10-consecutive-Trading-Day period in which the average of the Trading Prices for the Trust PIERS (or, if the Debentures have been distributed to the holders of Trust PIERS, the average of the Trading Prices for the Debentures) for such 10-Trading-Day period was less than a Specified Trigger Percentage (as defined below) of the average of the Conversion Values for the Trust PIERS or the Debentures, as the case may be, for each day during such period. The “Specified Trigger Percentage” will be 105% for any 10-Trading-Day period that ends before June 15, 2028 and 98% for any 10-Trading-Day period ending on or after that date.

(e) Conversion Rights Based on Occurrence of Certain Corporate Transactions.

If:

(i) the Company shall distribute to all holders of its Common Stock rights or warrants entitling such holders to subscribe for or purchase, for a period expiring within 60 days of the date of any such distribution, Common Stock at a price per share less than the Trading Price of the Common Stock on the Trading Day immediately preceding the date of the announcement of such distribution;

(ii) the Company elects to distribute to all holders of its Common Stock cash or other assets, debt securities or rights or warrants to purchase its securities, which distribution has a per share value (as determined by the Company’s Board of Directors) exceeding 10% of the Trading Price of Common Stock on the Business Day preceding the declaration date for the distribution; or

(iii) a Change of Control would have occurred but holders of Debentures do not have the right to require the Company to repurchase their Debentures as a result of such Change of Control because either (1) the trading price of Common Stock during the period described in clause (x) of the definition of “Change of Control” set forth herein equals or exceeds the level specified in such definition or (2) the consideration received in such Change of Control consists of common stock that is freely tradable and the Trust PIERS (or the Debentures following the distribution of the Debentures to the holders of the Trust PIERS) become convertible into such common stock (as described in clause (y) of the definition of “Change of Control” set forth herein),

then the Company shall be required to notify the Holders of the Debentures at least 20 days prior to the ex-dividend date for the distribution or within 30 days of the occurrence of the Change of Control, as the case may be. Once the Company has given such notice, Holders may surrender their Debentures for conversion at any time until either (a) the earlier of the close of business on

24

the Business Day immediately prior to the ex-dividend date and the date on which the Company announces that the distribution will not take place, in the case of a distribution or (b) 30 days after the date of the Change of Control Notice, in the case of a Change of Control. A Holder will not have the right to convert Debentures as a result of a distribution if such Holder has rights to participate, or will have such rights, in the distribution without conversion.

A Holder may not exercise conversion rights in respect of any Debenture in respect of which a Holder is exercising its option to require redemption upon a Change of Control pursuant to Section 3.01. A Holder of Debentures is not entitled to any rights of a holder of Common Stock until such Holder has converted its Debentures to Common Stock, and only to the extent such Debentures are deemed to have been converted to Common Stock under this Article VII.

SECTION 7.02 Exercise of Conversion Privilege; Issuance of Common Stock on Conversion; No Adjustment for Interest or Dividends. In order to exercise the conversion privilege with respect to any Debenture in certificated form, the Holder of any such Debenture to be converted in whole or in part shall surrender such Debenture, duly endorsed, at an office or agency maintained by the Company pursuant to the terms hereof, accompanied by the funds, if any, required by the penultimate paragraph of this Section 7.02, and shall give written notice of conversion in the form provided on the Debentures (or such other notice which is acceptable to the Company) to the office or agency that the Holder elects to convert such Debenture or the portion thereof specified in said notice. Such notice shall also state the name or names (with address or addresses) in which the certificate or certificates for shares of Common Stock which shall be issuable on such conversion shall be issued, and shall be accompanied by transfer taxes, if required pursuant to Section 7.07. In addition, a holder of Trust PIERS may exercise its right under the Trust Agreement to exchange such Trust PIERS for Debentures which shall be converted into Common Stock by delivering to the Conversion Agent irrevocable written notice setting forth the information called for by the preceding two sentences and directing the Conversion Agent (i) to exchange such Trust PIERS for a Like Amount of the Debentures held by the Trust (at an exchange rate of $50 principal amount of Debentures for each Trust PIERS), and (ii) to immediately convert such Debentures, on behalf of such Holder, into Common Stock pursuant to this Article VII and, if such Trust PIERS are in certificate form, surrendering such Trust PIERS, duly endorsed or assigned to the Company or in blank. So long as any Trust PIERS are outstanding, the Trust shall not convert any Debentures except pursuant to a written notice delivered to the Conversion Agent by a holder of Trust PIERS. Each such Debenture surrendered for conversion shall, unless the shares issuable on conversion are to be issued in the same name as the registration of such Debenture, be duly endorsed by, or be accompanied by instruments of transfer in form satisfactory to the Company duly executed by, the Holder or his duly authorized attorney.

In order to exercise the conversion privilege with respect to any interest in a Debenture in global form, the Holder must complete the appropriate instruction form for conversion pursuant to the Depository’s book-entry conversion program, deliver by book-entry delivery an interest in such Debenture in global form, furnish appropriate endorsements and transfer documents if required by the Company or the Trustee or conversion agent, and pay the funds, if any, required by this Section 7.02 and any transfer taxes if required pursuant to Section 7.05.

25

As promptly as practicable after satisfaction of the requirements for conversion set forth above, subject to compliance with any restrictions on transfer if shares issuable on conversion are to be issued in a name other than that of the Holder (as if such transfer were a transfer of the Debenture or Debentures (or portion thereof) so converted), the Company shall issue and shall deliver to such Holder at the office or agency maintained by the Company for such purpose pursuant to Section 2.07 of the Base Indenture, a certificate or certificates for the number of full shares of Common Stock issuable upon the conversion of such Debenture or portion thereof in accordance with the provisions of this Article and a check or cash in respect of any fractional interest in respect of a share of Common Stock arising upon such conversion, as provided in Section 7.03. In case any Debenture of a denomination greater than $1,000 shall be surrendered for partial conversion, and subject to the provisions hereof, the Company shall execute and the Trustee shall authenticate and deliver to the Holder of the Debenture so surrendered, without charge to him, a new Debenture or Debentures in authorized denominations in an aggregate principal amount equal to the unconverted portion of the surrendered Debenture.

Each conversion shall be deemed to have been effected as to any such Debenture (or portion thereof) on the date on which the requirements set forth above in this Section 7.02 have been satisfied as to such Holder of a Debenture (or portion thereof), or as to such holder of a Trust PIERS effecting a conversion thereof pursuant to its rights under the Trust Agreement, as the case may be, and the person in whose name any certificate or certificates for shares of Common Stock shall be issuable upon such conversion shall be deemed to have become on said date the holder of record of the shares represented thereby; provided, however, that any such surrender on any date when the stock transfer books of the Company shall be closed shall constitute the person in whose name the certificates are to be issued as the record holder thereof for all purposes on the next succeeding day on which such stock transfer books are open, but such conversion shall be at the Conversion Price in effect on the date upon which such Debenture shall be surrendered.

Any Debenture or portion thereof surrendered for conversion during the period from the close of business on the record date for any Interest Payment Date to the close of business on the Business Day next preceding the following Interest Payment Date shall (unless such Debenture or portion thereof being converted shall have been called for redemption on a Redemption Date which occurs during the period from the close of business on such record date to the close of business on the Business Day next preceding the following Interest Payment Date) be accompanied by payment, in New York Clearing House funds or other funds acceptable to the Company, of an amount equal to the interest, including contingent interest, if any, otherwise payable on such Interest Payment Date on the principal amount being converted; provided, that if notice of redemption of Debentures is mailed or otherwise given to Holders, then, if any Holder converts any Debentures into Common Stock on any date on or after the date on which such notice of prepayment is mailed or otherwise given, and if such date of conversion falls on any day from and including the first day of an Extension Period and on or prior to the Interest Payment Date upon which such Extension Period ends, such converting Holder shall be entitled to receive either (i) if the date of such conversion falls after a regular record date and on or prior to the next succeeding Interest Payment Date, all accrued and unpaid interest, including

26

contingent interest, if any, on such Debentures (including interest thereon, if any, to the extent permitted by applicable law) to such Interest Payment Date, or (ii) if the date of such conversion does not fall on a date described in clause (i) above, all accrued and unpaid interest, including contingent interest, if any, on such Debentures (including interest thereon, if any, to the extent permitted by applicable law) to the most recent Interest Payment Date prior to the date of such conversion, which interest and contingent interest shall, in either such case, be paid to such converting Debentures unless the date of conversion of such Debentures is on or prior to the Interest Payment Date upon which such Extension Period ends and after the regular record date for such Interest Payment Date, in which case interest, including contingent interest, if any, shall be paid to the person who was the Holder at the close of business on such regular record date. Except as otherwise set forth above in this paragraph, in the case of any Debenture which is converted, interest or contingent interest which is payable after the date of conversion of such Debenture shall not be payable, and the Company shall not make nor be required to make any other payment, adjustment or allowance with respect to accrued but unpaid interest or contingent interest on the Debentures being converted which shall be deemed to be paid in full. Except as provided above in this Section 7.02, no payment or other adjustment shall be made for interest or contingent interest accrued on any Debenture converted or for dividends on any shares issued upon the conversion of such Debenture.

Upon the conversion of an interest in a Debenture in global form, the Trustee (or other conversion agent appointed by the Company), or the Custodian at the direction of the Trustee (or other conversion agent appointed by the Company), shall make a notation on such Debenture in global form as to the reduction in the principal amount represented thereby. The Company shall notify the Trustee in writing of any conversions of Debentures effected through any conversion agent other than the Trustee.

SECTION 7.03 Cash Payments in Lieu of Fractional Shares. No fractional shares of Common Stock or scrip representing fractional shares shall be issued upon conversion of Debentures. If more than one Debenture shall be surrendered for conversion at one time by the same Holder, the number of full shares which shall be issuable upon conversion shall be computed on the basis of the aggregate principal amount of the Debentures (or specified portions thereof to the extent permitted hereby) so surrendered. If any fractional share of stock would be issuable upon the conversion of any Debenture or Debentures, the Company shall make an adjustment and payment therefor in cash at the current market price thereof to the Holder of Debentures. The current market price of a share of Common Stock shall be the Closing Sale Price on the last Business Day immediately preceding the day on which the Debentures (or specified portions thereof) are deemed to have been converted.

SECTION 7.04 [Intentionally Omitted.]

SECTION 7.05 Adjustment of Conversion Price. The Conversion Price shall be adjusted from time to time by the Company as follows:

(a) In case the Company shall hereafter pay a dividend or make a distribution to all holders of the outstanding Common Stock in shares of Common Stock, the Conversion Price in effect at the opening of business on the date following the date fixed for the determination of stockholders entitled to receive such dividend or other distribution shall be reduced by multiplying such Conversion Price by a fraction of which the numerator shall be the number of shares of Common Stock outstanding at the close of business on the date fixed for such determination and the denominator shall be the sum of such number of shares and the total

27

number of shares constituting such dividend or other distribution, such reduction to become effective immediately after the opening of business on the day following the date fixed for such determination. The Company will not pay any dividend or make any distribution on shares of Common Stock held in the treasury of the Company. If any dividend or distribution of the type described in this Section 7.05(a) is declared but not so paid or made, the Conversion Price shall again be adjusted to the Conversion Price which would then be in effect if such dividend or distribution had not been declared.

(b) In case the Company shall issue rights or warrants to all holders of its outstanding shares of Common Stock entitling them (for a period expiring within forty-five (45) days after the date fixed for determination of stockholders entitled to receive such rights or warrants) to subscribe for or purchase shares of Common Stock at a price per share less than the Current Market Price (as defined below) on the date fixed for determination of stockholders entitled to receive such rights or warrants, the Conversion Price shall be adjusted so that the same shall equal the price determined by multiplying the Conversion Price in effect immediately prior to the date fixed for determination of stockholders entitled to receive such rights or warrants by a fraction of which the numerator shall be the number of shares of Common Stock outstanding at the close of business on the date fixed for determination of stockholders entitled to receive such rights and warrants plus the number of shares which the aggregate offering price of the total number of shares so offered would purchase at such Current Market Price, and of which the denominator shall be the number of shares of Common Stock outstanding on the date fixed for determination of stockholders entitled to receive such rights and warrants plus the total number of additional shares of Common Stock offered for subscription or purchase. Such adjustment shall be successively made whenever any such rights and warrants are issued, and shall become effective immediately after the opening of business on the day following the date fixed for determination of stockholders entitled to receive such rights or warrants. To the extent that shares of Common Stock are not delivered after the expiration of such rights or warrants, the Conversion Price shall be readjusted to the Conversion Price which would then be in effect had the adjustments made upon the issuance of such rights or warrants been made on the basis of delivery of only the number of shares of Common Stock actually delivered. In the event that such rights or warrants are not so issued, the Conversion Price shall again be adjusted to be the Conversion Price which would then be in effect if such date fixed for the determination of stockholders entitled to receive such rights or warrants had not been fixed. In determining whether any rights or warrants entitle the holders to subscribe for or purchase shares of Common Stock at less than such Current Market Price, and in determining the aggregate offering price of such shares of Common Stock, there shall be taken into account any consideration received by the Company for such rights or warrants, the value of such consideration, if other than cash, to be determined by the Board of Directors.

(c) In case outstanding shares of Common Stock shall be subdivided into a greater number of shares of Common Stock, the Conversion Price in effect at the opening of business on the day following the day upon which such subdivision becomes effective shall be proportionately reduced, and conversely, in case outstanding shares of Common Stock shall be combined into a smaller number of shares of Common Stock, the Conversion Price in effect at the opening of business on the day following the day upon which such combination becomes effective shall be proportionately increased, such reduction or increase, as the case may be, to

28

become effective immediately after the opening of business on the day following the day upon which such subdivision or combination becomes effective.

(d) In case the Company shall, by dividend or otherwise, distribute to all holders of its Common Stock shares of any class of capital stock of the Company (other than any dividends or distributions to which Section 7.05(a) applies) or evidences of its indebtedness or assets (including securities, but excluding any rights or warrants referred to in Section 7.05(b), and excluding any dividend or distribution (x) paid exclusively in cash or (y) referred to in Section 7.05(a) (any of the foregoing hereinafter in this Section 7.05(d) called the “Securities”)), then, in each such case (unless the Company elects to reserve such Securities for distribution to the Holders upon the conversion of the Debentures so that any such Holder converting Debentures will receive upon such conversion, in addition to the shares of Common Stock to which such Holder is entitled, the amount and kind of such Securities which such Holder would have received if such Holder had converted its Debentures into Common Stock immediately prior to the Record Date (as defined in Section 7.05(h) for such distribution of the Securities)), the Conversion Price shall be reduced so that the same shall be equal to the price determined by multiplying the Conversion Price in effect on the Record Date with respect to such distribution by a fraction of which the numerator shall be the Current Market Price per share of the Common Stock on such Record Date less the fair market value (as determined by the Board of Directors, whose determination shall be conclusive, and described in a resolution of the Board of Directors) on the Record Date of the portion of the Securities so distributed applicable to one share of Common Stock and the denominator shall be the Current Market Price per share of the Common Stock, such reduction to become effective immediately prior to the opening of business on the day following such Record Date; provided, however, that in the event the fair market value (as so determined) of the portion of the Securities so distributed applicable to one share of Common Stock is equal to or greater than the Current Market Price of the Common Stock on the Record Date, in lieu of the foregoing adjustment, adequate provision shall be made so that each Holder shall have the right to receive upon conversion the amount of Securities such Holder would have received had such Holder converted each Debenture on the Record Date. In the event that such dividend or distribution is not so paid or made, the Conversion Price shall again be adjusted to be the Conversion Price which would then be in effect if such dividend or distribution had not been declared. If the Board of Directors determines the fair market value of any distribution for purposes of this Section 7.05(d) by reference to the actual or when issued trading market for any securities, it must in doing so consider the prices in such market over the same period used in computing the Current Market Price of the Common Stock.

Rights or warrants distributed by the Company to all holders of Common Stock entitling the holders thereof to subscribe for or purchase shares of the Company’s capital stock (either initially or under certain circumstances), which rights or warrants, until the occurrence of a specified event or events (“Trigger Event”): (i) are deemed to be transferred with such shares of Common Stock; (ii) are not exercisable; and (iii) are also issued in respect of future issuances of Common Stock, shall be deemed not to have been distributed for purposes of this Section 7.05 (and no adjustment to the Conversion Price under this Section 7.05 will be required) until the occurrence of the earliest Trigger Event, whereupon such rights and warrants shall be deemed to have been distributed and an appropriate adjustment (if any is required) to the Conversion Price shall be made under this Section 7.05(d). If any such right or warrant, including any such existing rights or warrants distributed prior to the date of this Second Supplemental Indenture,

29

are subject to events, upon the occurrence of which such rights or warrants become exercisable to purchase different securities, evidences of indebtedness or other assets, then the date of the occurrence of any and each such event shall be deemed to be the date of distribution and record date with respect to new rights or warrants with such rights (and a termination or expiration of the existing rights or warrants without exercise by any of the holders thereof). In addition, in the event of any distribution (or deemed distribution) of rights or warrants, or any Trigger Event or other event (of the type described in the preceding sentence) with respect thereto that was counted for purposes of calculating a distribution amount for which an adjustment to the Conversion Price under this Section 7.05 was made, (1) in the case of any such rights or warrants which shall all have been redeemed or repurchased without exercise by any holders thereof, the Conversion Price shall be readjusted upon such final redemption or repurchase to give effect to such distribution or Trigger Event, as the case may be, as though it were a cash distribution, equal to the per share redemption or repurchase price received by a holder or holders of Common Stock with respect to such rights or warrants (assuming such holder had retained such rights or warrants), made to all holders of Common Stock as of the date of such redemption or repurchase, and (2) in the case of such rights or warrants which shall have expired or been terminated without exercise by any holders thereof, the Conversion Price shall be readjusted as if such rights and warrants had not been issued.

Notwithstanding the foregoing, in the event that the Company shall distribute rights or warrants to subscribe for additional shares of the Common Stock (other than rights or warrants described in Section 7.05(b)), pro rata to holders of Common Stock, and in the case of the rights issued pursuant to the Company’s stockholder rights agreement in existence as of the date hereof, the Company may, in lieu of making any adjustment pursuant to this Section 7.05(d), make proper provision (in the case of the Company’s stockholder rights agreement in existence as of the date thereof, to the extent it does not make proper provision) so that each holder of a Debenture who converts such Debenture (or any portion thereof) after the record date for such distribution shall be entitled to receive upon such conversion, in addition to the shares of Common Stock issuable upon such conversion (the “Conversion Shares”), a number of rights or warrants to be determined as follows: (i) if such conversion occurs on or prior to the date for the distribution to the holders of such rights or warrants of separate certificates evidencing such rights or warrants (the “Distribution Date”), the same number of rights or warrants to which a holder of a number of shares of Common Stock equal to the number of Conversion Shares is entitled at the time of such conversion in accordance with the terms and provisions of and applicable to such rights or warrants; and (ii) if such conversion occurs after the Distribution Date, the same number of rights or warrants to which a holder of the number of shares of Common Stock into which the principal amount of the Debenture so converted was convertible immediately prior to the Distribution Date would have been entitled on the Distribution Date in accordance with the terms and provisions of, and applicable to such rights or warrants.

For purposes of this Section 7.05(d) and Sections 7.05(a) and (b), any dividend or distribution to which this Section 7.05(d) is applicable that also includes shares of Common Stock, or rights or warrants to subscribe for or purchase shares of Common Stock (or both), shall be deemed instead to be (1) a dividend or distribution of the evidences of indebtedness, assets or shares of capital stock other than such shares of Common Stock or rights or warrants (and any Conversion Price reduction required by this Section 7.05(d) with respect to such dividend or distribution shall then be made) immediately followed by (2) a dividend or distribution of such

30

shares of Common Stock or such rights or warrants (and any further Conversion Price reduction required by Sections 7.05(a) and (b) with respect to such dividend or distribution shall then be made), except (A) the Record Date of such dividend or distribution shall be substituted as “the date fixed for the determination of stockholders entitled to receive such dividend or other distribution” and “the date fixed for such determination” within the meaning of Sections 7.05(a) and (b) and (B) any shares of Common Stock included in such dividend or distribution shall not be deemed “outstanding at the close of business on the date fixed for such determination” within the meaning of Section 7.05(a).

(e) In case the Company shall, by dividend or otherwise, distribute to all holders of its Common Stock cash (excluding (x) any quarterly cash dividend on the Common Stock to the extent the aggregate cash dividend per share of Common Stock in any fiscal quarter does not exceed the greater of (A) the amount per share of Common Stock of the next preceding quarterly cash dividend on the Common Stock to the extent that such preceding quarterly dividend did not require any adjustment of the Conversion Price pursuant to this Section 7.05(e) (as adjusted to reflect subdivisions or combinations of the Common Stock), and (B) 3.75% of the arithmetic average of the Closing Price (determined as set forth in Section 7.05(h)) during the ten Trading Days (as defined in Section 7.05(h)) immediately prior to the date of declaration of such dividend, and (y) any dividend or distribution in connection with the liquidation, dissolution or winding up of the Company, whether voluntary or involuntary), then, in such case, the Conversion Price shall be reduced so that the same shall equal the price determined by multiplying the Conversion Price in effect immediately prior to the close of business on such Record Date by a fraction of which the numerator shall be the Current Market Price of the Common Stock on the record date less the amount of cash so distributed (and not excluded as provided above) applicable to one share of Common Stock and the denominator shall be such Current Market Price of the Common Stock, such reduction to be effective immediately prior to the opening of business on the day following the record date; provided, however, that in the event the portion of the cash so distributed applicable to one share of Common Stock is equal to or greater than the Current Market Price of the Common Stock on the Record Date, in lieu of the foregoing adjustment, adequate provision shall be made so that each Debenture Holder shall have the right to receive upon conversion the amount of cash such Holder would have received had such Holder converted each Debenture on the Record Date. In the event that such dividend or distribution is not so paid or made, the Conversion Price shall again be adjusted to be the Conversion Price which would then be in effect if such dividend or distribution had not been declared. If any adjustment is required to be made as set forth in this Section 7.05(e) as a result of a distribution that is a quarterly dividend, such adjustment shall be based upon the amount by which such distribution exceeds the amount of the quarterly cash dividend permitted to be excluded pursuant hereto. If an adjustment is required to be made as set forth in this Section 7.05(e) above as a result of a distribution that is not a quarterly dividend, such adjustment shall be based upon the full amount of the distribution.

(f) In case a tender or exchange offer made by the Company or any Subsidiary for all or any portion of the Common Stock shall expire and such tender or exchange offer (as amended upon the expiration thereof) shall require the payment to stockholders of consideration per share of Common Stock having a fair market value (as determined by the Board of Directors, whose determination shall be conclusive and described in a resolution of the Board of Directors) that as of the last time (the “Expiration Time”) tenders or exchanges may

31

be made pursuant to such tender or exchange offer (as it may be amended) that exceeds the Current Market Price of the Common Stock on the Trading Day next succeeding the Expiration Time, the Conversion Price shall be reduced so that the same shall equal the price determined by multiplying the Conversion Price in effect immediately prior to the Expiration Time by a fraction of which the numerator shall be the number of shares of Common Stock outstanding (including any tendered or exchanged shares) on the Expiration Time multiplied by the Current Market Price of the Common Stock on the Trading Day next succeeding the Expiration Time and the denominator shall be the sum of (x) the fair market value (determined as aforesaid) of the aggregate consideration payable to stockholders based on the acceptance (up to any maximum specified in the terms of the tender or exchange offer) of all shares validly tendered or exchanged and not withdrawn as of the Expiration Time (the shares deemed so accepted, up to any such maximum, being referred to as the “Purchased Shares”) and (y) the product of the number of shares of Common Stock outstanding (less any Purchased Shares) on the Expiration Time and the Current Market Price of the Common Stock on the Trading Day next succeeding the Expiration Time, such reduction to become effective immediately prior to the opening of business on the day following the Expiration Time. In the event that the Company is obligated to purchase shares pursuant to any such tender or exchange offer, but the Company is permanently prevented by applicable law from effecting any such purchases or all such purchases are rescinded, the Conversion Price shall again be adjusted to be the Conversion Price which would then be in effect if such tender or exchange offer had not been made.

(g) In case of a tender or exchange offer made by a person other than the Company or any Subsidiary for an amount which increases the offeror’s ownership of Common Stock to more than fifty percent (50%) of the Common Stock outstanding and shall involve the payment by such person of consideration per share of Common Stock having a fair market value (as determined by the Board of Directors, whose determination shall be conclusive, and described in a resolution of the Board of Directors) at the last time (the “Offer Expiration Time”) tenders or exchanges may be made pursuant to such tender or exchange offer (as it shall have been amended) that exceeds the Current Market Price of the Common Stock on the Trading Day next succeeding the Offer Expiration Time, and in which, as of the Offer Expiration Time the Board of Directors is not recommending rejection of the offer, the Conversion Price shall be reduced so that the same shall equal the price determined by multiplying the Conversion Price in effect immediately prior to the Offer Expiration Time by a fraction of which the numerator shall be the number of shares of Common Stock outstanding (including any tendered or exchanged shares) on the Offer Expiration Time multiplied by the Current Market Price of the Common Stock on the Trading Day next succeeding the Offer Expiration Time and the denominator shall be the sum of (x) the fair market value (determined as aforesaid) of the aggregate consideration payable to stockholders based on the acceptance (up to any maximum specified in the terms of the tender or exchange offer) of all shares validly tendered or exchanged and not withdrawn as of the Offer Expiration Time (the shares deemed so accepted, up to any such maximum, being referred to as the “Accepted Purchased Shares”) and (y) the product of the number of shares of Common Stock outstanding (less any Accepted Purchased Shares) on the Offer Expiration Time and the Current Market Price of the Common Stock on the Trading Day next succeeding the Offer Expiration Time, such reduction to become effective immediately prior to the opening of business on the day following the Offer Expiration Time. In the event that such person is obligated to purchase shares pursuant to any such tender or exchange offer, but such person is permanently prevented by applicable law from effecting any such purchases or all such

32

purchases are rescinded, the Conversion Price shall again be adjusted to be the Conversion Price which would then be in effect if such tender or exchange offer had not been made. Notwithstanding the foregoing, the adjustment described in this Section 7.05(g) shall not be made if, as of the Offer Expiration Time, the offering documents with respect to such offer disclose a plan or intention to cause the Company to engage in any transaction described in Article 5 of the Base Indenture.

(h) For purposes of this Section 7.05, the following terms shall have the meaning indicated:

(1) “Closing Price” with respect to any securities on any day shall mean the closing sale price regular way on such day or, in case no such sale takes place on such day, the average of the reported closing bid and asked prices, regular way, in each case on the New York Stock Exchange, or, if such security is not listed or admitted to trading on such Exchange, on the principal national security exchange or quotation system on which such security is quoted or listed or admitted to trading, or, if not quoted or listed or admitted to trading on any national securities exchange or quotation system, the average of the closing bid and asked prices of such security on the over-the-counter market on the day in question as reported by the National Quotation Bureau Incorporated, or a similar generally accepted reporting service, or if not so available, in such manner as furnished by any New York Stock Exchange member firm selected from time to time by the Board of Directors for that purpose, or a price determined in good faith by the Board of Directors or, to the extent permitted by applicable law, a duly authorized committee thereof, whose determination shall be conclusive.

(2) “Current Market Price” shall mean the average of the daily Closing Prices per share of Common Stock for the ten consecutive Trading Days immediately prior to the date in question; provided, however, that (1) if the “ex” date (as hereinafter defined) for any event (other than the issuance or distribution or Change of Control requiring such computation) that requires an adjustment to the Conversion Price pursuant to Section 7.05(a), (b), (c), (d), (e), (f) or (g) occurs during such ten consecutive Trading Days, the Closing Price for each Trading Day prior to the “ex” date for such other event shall be adjusted by multiplying such Closing Price by the same fraction by which the Conversion Price is so required to be adjusted as a result of such other event, (2) if the “ex” date for any event (other than the issuance, distribution or Change of Control requiring such computation) that requires an adjustment to the Conversion Price pursuant to Section 7.05(a), (b), (c), (d), (e), (f) or (g) occurs on or after the “ex” date for the issuance or distribution requiring such computation and prior to the day in question, the Closing Price for each Trading Day on and after the “ex” date for such other event shall be adjusted by multiplying such Closing Price by the reciprocal of the fraction by which the Conversion Price is so required to be adjusted as a result of such other event, and (3) if the “ex” date for the issuance, distribution or Change of Control requiring such computation is prior to the day in question, after taking into account any adjustment required pursuant to clause (1) or (2) of this proviso, the Closing Price for each Trading Day on or after such “ex” date shall be adjusted by adding thereto the amount of any cash and the fair market value (as determined by the Board of Directors or, to the extent permitted by applicable law, a duly authorized

33

committee thereof in a manner consistent with any determination of such value for purposes of Section 7.05(d), (f) or (g), whose determination shall be conclusive and described in a resolution of the Board of Directors or such duly authorized committee thereof, as the case may be) of the evidences of indebtedness, shares of capital stock or assets being distributed applicable to one share of Common Stock as of the close of business on the day before such “ex” date. For purposes of any computation under Section 7.05(f) or (g), the Current Market Price of the Common Stock on any date shall be deemed to be the average of the daily Closing Prices per share of Common Stock for such day and the next two succeeding Trading Days; provided, however, that if the “ex” date for any event (other than the tender or exchange offer requiring such computation) that requires an adjustment to the Conversion Price pursuant to Section 7.05(a), (b), (c), (d), (e), (f) or (g) occurs on or after the Expiration Time or Offer Expiration Time, as the case may be, for the tender or exchange offer requiring such computation and prior to the day in question, the Closing Price for each Trading Day on and after the “ex” date for such other event shall be adjusted by multiplying such Closing Price by the reciprocal of the fraction by which the Conversion Price is so required to be adjusted as a result of such other event. For purposes of this paragraph, the term “ex” date, (1) when used with respect to any issuance or distribution, means the first date on which the Common Stock trades regular way on the relevant exchange or in the relevant market from which the Closing Price was obtained without the right to receive such issuance or distribution, (2) when used with respect to any subdivision or combination of shares of Common Stock, means the first date on which the Common Stock trades regular way on such exchange or in such market after the time at which such subdivision or combination becomes effective, and (3) when used with respect to any tender or exchange offer means the first date on which the Common Stock trades regular way on such exchange or in such market after the Offer Expiration Time of such offer.

(3) “Fair Market Value” shall mean the amount which a willing buyer would pay a willing seller in an arm’s-length transaction.

(4) “Record Date” shall mean, with respect to any dividend, distribution or other transaction or event in which the holders of Common Stock have the right to receive any cash, securities or other property or in which the Common Stock (or other applicable security) is exchanged for or converted into any combination of cash, securities or other property, the date fixed for determination of stockholders entitled to receive such cash, securities or other property (whether such date is fixed by the Board of Directors or by statute, contract or otherwise).

(i) The Company may make such reductions in the Conversion Price, in addition to those required by Sections 7.05 (a), (b), (c), (d), (e), (f) or (g) as the Board of Directors considers to be advisable to avoid or diminish any income tax to holders of Common Stock or rights to purchase Common Stock resulting from any dividend or distribution of stock (or rights to acquire stock) or from any event treated as such for income tax purposes.

To the extent permitted by applicable law, the Company from time to time may reduce the Conversion Price by any amount for any period of time if the period is at least twenty (20) days, the reduction is irrevocable during the period and the Board of Directors shall have made a

34

determination that such reduction would be in the best interests of the Company, which determination shall be conclusive. Whenever the Conversion Price is reduced pursuant to the preceding sentence, the Company shall mail to Holders of record of the Debentures a notice of the reduction at least fifteen (15) days prior to the date the reduced Conversion Price takes effect, and such notice shall state the reduced Conversion Price and the period during which it will be in effect.

(A) Calculation Methodology. No adjustment in the Conversion Price shall be required unless such adjustment would require an increase or decrease of at least one percent (1%) in such price; provided, however, that any adjustments which by reason of this Section 7.05(j) are not required to be made shall be carried forward and taken into account in any subsequent adjustment. All calculations under this Article 7 shall be made by the Company and shall be made to the nearest cent or to the nearest one-hundredth (1/100) of a share, as the case may be. No adjustment need be made for rights to purchase Common Stock pursuant to a Company plan for reinvestment of dividends or interest. To the extent the Debentures become convertible into cash, assets, property or securities (other than capital stock of the Company), no adjustment need be made thereafter as to the cash, assets, property or such securities. Interest will not accrue on the cash.

(B) When No Adjustment Required.

The applicable Conversion Price will not be adjusted:

(1) if holders of the Trust PIERS or, following distribution of the Debentures to the holders of the Trust PIERS, the Debentures are entitled to participate in a transaction otherwise requiring adjustment pursuant to Section 7.05(a), (b), (d), (e), (f) or (g);

(2) upon the issuance of any shares of Common Stock pursuant to any present or future plan providing for the reinvestment of dividends or interest payable on the Company’s securities and the investment of additional optional amounts in shares of Common Stock under any plan;

(3) upon the issuance of any shares of Common Stock or options, rights or warrants to purchase those shares pursuant to any present or future employee, director or consultant benefit plan or program of or assumed by the Company or any of its Subsidiaries;

(4) upon the issuance of any shares of Common Stock pursuant to any option, warrant, right or exercisable or exchangeable or convertible security outstanding as of the Issue Date;

(5) for a change in the par value of the Company’s common stock, other than any such change that occurred in connection with an event requiring adjustment under Section 7.05(c) hereof;

(6) for accrued and unpaid interest, including contingent interest; or

35

(7) for the issuance of rights under any shareholder rights plan.

(j) In any case in which this Section 7.05 provides that an adjustment shall become effective immediately after a record date for an event, the Company may defer until the occurrence of such event (i) issuing to the Holder of any Debenture converted after such record date and before the occurrence of such event the additional shares of Common Stock issuable upon such conversion by reason of the adjustment required by such event over and above the Common Stock issuable upon such conversion before giving effect to such adjustment and (ii) paying to such Holder any amount in cash in lieu of any fraction pursuant to Section 7.03.

(k) For purposes of this Section 7.05, the number of shares of Common Stock at any time outstanding shall not include shares held in the treasury of the Company but shall include shares issuable in respect of scrip certificates issued in lieu of fractions of shares of Common Stock. The Company will not pay any dividend or make any distribution on shares of Common Stock held in the treasury of the Company.

SECTION 7.06 Effect of Reclassification, Consolidation, Merger or Sale. If any of the following events occur, namely (i) any reclassification or change of the outstanding shares of Common Stock (other than a subdivision or combination to which Section 7.05(c) applies), (ii) any consolidation, merger or combination of the Company with another corporation as a result of which holders of Common Stock shall be entitled to receive stock, securities or other property or assets (including cash) with respect to or in exchange for such Common Stock, or (iii) any sale or conveyance of the properties and assets of the Company as, or substantially as, an entirety to any other corporation as a result of which holders of Common Stock shall be entitled to receive stock, securities or other property or assets (including cash) with respect to or in exchange for such Common Stock, then the Company or the successor or purchasing corporation, as the case may be, shall execute with the Trustee a supplemental indenture (which shall comply with the Trust Indenture Act as in force at the date of execution of such supplemental indenture) providing that such Debenture shall be convertible into the kind and amount of shares of stock and other securities or property or assets (including cash) receivable upon such reclassification, change, consolidation, merger, combination, sale or conveyance by a holder of a number of shares of Common Stock issuable upon conversion of such Debentures (assuming, for such purposes, a sufficient number of authorized shares of Common Stock available to convert all such Debentures) immediately prior to such reclassification, change, consolidation, merger, combination, sale or conveyance assuming such holder of Common Stock did not exercise his rights of election, if any, as to the kind or amount of securities, cash or other property receivable upon such consolidation, merger, statutory exchange, sale or conveyance (provided that, if the kind or amount of securities, cash or other property receivable upon such consolidation, merger, statutory exchange, sale or conveyance is not the same for each share of Common Stock in respect of which such rights of election shall not have been exercised (“nonelecting share”)), then for the purposes of this Section 7.06 the kind and amount of securities, cash or other property receivable upon such consolidation, merger, statutory exchange, sale or conveyance for each non-electing share shall be deemed to be the kind and amount so receivable per share by a plurality of the non-electing shares. Such supplemental indenture shall provide for adjustments which shall be as nearly equivalent as may be practicable to the adjustments provided for in this Article. A Holder may convert Debentures at any time from and after the date which is 15 days

36

prior to the anticipated effective date of a transaction of the type described in clause (i), (ii) or (iii) above until 15 days after the effective date of such transaction.

The Company shall cause notice of the execution of such supplemental indenture to be mailed to each Holder of Debentures, at its address appearing on the Debenture register provided for in Section 2.07 of the Base Indenture, within twenty (20) days after execution thereof. Failure to deliver such notice shall not affect the legality or validity of such supplemental indenture.

The above provisions of this Section shall similarly apply to successive reclassifications, changes, consolidations, mergers, combinations, sales and conveyances.

If this Section 7.06 applies to any event or occurrence, Section 7.05 shall not apply.

SECTION 7.07 Taxes on Shares Issued. The issue of stock certificates on conversions of Debentures shall be made without charge to the converting Holder for any tax in respect of the issue thereof. The Company shall not, however, be required to pay any tax which may be payable in respect of any transfer involved in the issue and delivery of stock in any name other than that of the Holder of any Debenture converted, and the Company shall not be required to issue or deliver any such stock certificate unless and until the person or persons requesting the issue thereof shall have paid to the Company the amount of such tax or shall have established to the satisfaction of the Company that such tax has been paid.

SECTION 7.08 Reservation of Shares; Shares to Be Fully Paid; Compliance with Governmental Requirements; Listing of Common Stock. The Company shall provide, free from preemptive rights, out of its authorized but unissued shares or shares held in treasury, sufficient shares of Common Stock to provide for the conversion of the Debentures from time to time as such Debentures are presented for conversion.

Before taking any action which would cause an adjustment reducing the Conversion Price below the then par value, if any, of the shares of Common Stock issuable upon conversion of the Debentures, the Company will take all corporate action which may, in the opinion of its counsel, be necessary in order that the Company may validly and legally issue shares of such Common Stock at such adjusted Conversion Price.

The Company covenants that all shares of Common Stock which may be issued upon conversion of Debentures will upon issue be fully paid and non-assessable by the Company and free from all taxes, liens and charges with respect to the issue thereof.

The Company covenants that if any shares of Common Stock to be provided for the purpose of conversion of Debentures hereunder require registration with or approval of any governmental authority under any federal or state law before such shares may be validly issued upon conversion, the Company will in good faith and as expeditiously as possible endeavor to secure such registration or approval, as the case may be.

The Company further covenants that if at any time the Common Stock shall be listed on the New York Stock Exchange or any other national securities exchange or automated quotation

37

system the Company will, if permitted by the rules of such exchange or automated quotation system, list and keep listed, so long as the Common Stock shall be so listed on such exchange or automated quotation system, all Common Stock issuable upon conversion of the Debentures; provided, however, that if rules of such exchange or automated quotation system permit the Company to defer the listing of such Common Stock until the first conversion of the Debentures into Common Stock in accordance with the provisions of this Indenture, the Company covenants to list such Common Stock issuable upon conversion of the Debentures in accordance with the requirements of such exchange or automated quotation system at such time.

SECTION 7.09 Responsibility of Trustee.

(a) The Trustee and any other conversion agent shall not at any time be under any duty or responsibility to any Holder of Debentures to determine the Conversion Ratio, the Conversion Price or whether any facts exist which may require any adjustment of the Conversion Price or the Conversion Ratio, or with respect to the nature or extent or calculation of any such adjustment when made, or with respect to the method employed, or herein or in any supplemental indenture provided to be employed, in making the same. The Trustee and any other conversion agent shall not be accountable with respect to the validity or value (or the kind or amount) of any shares of Common Stock, or of any securities or property, which may at any time be issued or delivered upon the conversion of any Debenture; and the Trustee and any other conversion agent make no representations with respect thereto. Neither the Trustee nor any conversion agent shall be responsible for any failure of the Company to issue, transfer or deliver any shares of Common Stock or stock certificates or other securities or property or cash upon the surrender of any Debenture for the purpose of conversion or to comply with any of the duties, responsibilities or covenants of the Company contained in this Article. Without limiting the generality of the foregoing, neither the Trustee nor any conversion agent shall be under any responsibility to determine the correctness of any provisions contained in any supplemental indenture entered into pursuant to Section 7.06 relating either to the kind or amount of shares of stock or securities or property (including cash) receivable by Holders upon the conversion of their Debentures after any event referred to in such Section 7.06 or to any adjustment to be made with respect thereto, but, subject to the provisions of Section 7.01 of the Base Indenture, may accept as conclusive evidence of the correctness of any such provisions, and shall be protected in relying upon, the Officers’ Certificate (which the Company shall be obligated to file with the Trustee prior to the execution of any such supplemental indenture) with respect thereto.

(b) In effecting the conversion transactions described in this Article VII, the Conversion Agent is acting as agent of the holders of Trust PIERS (in the exchange of Trust PIERS for Debentures) and as agent of the Holders (in the conversion of Debentures into Common Stock), as the case may be, directing it to effect such conversion transaction. The Conversion Agent is hereby authorized (i) to exchange Trust PIERS for Debentures held by the Trust from time to time in connection with the Conversion of such Trust PIERS in accordance with this Article VII, and (ii) to convert all or a portion of the Debentures into Common Stock and thereupon to deliver such shares of Common Stock in accordance with the provisions of this Article VII and to deliver to the Trust a new Debenture or Debentures for any resulting unconverted principal amount.

SECTION 7.10 Notice to Holders Prior to Certain Actions. In case:

38

(a) the Company shall declare a dividend (or any other distribution) on its Common Stock that would require an adjustment in the Conversion Price pursuant to Section 7.05; or

(b) the Company shall authorize the granting to the holders of all or substantially all of its Common Stock of rights or warrants to subscribe for or purchase any share of any class or any other rights or warrants; or

(c) of any reclassification or reorganization of the Common Stock of the Company (other than a subdivision or combination of its outstanding Common Stock, or a change in par value, or from par value to no par value, or from no par value to par value), or of any consolidation or merger to which the Company is a party and for which approval of any stockholders of the Company is required, or of the sale or transfer of all or substantially all of the assets of the Company; or

(d) of the voluntary or involuntary dissolution, liquidation or winding up of the Company;

the Company shall cause to be filed with the Trustee and to be mailed to each Holder of Debentures at his address appearing on the Debenture register provided for in Section 2.07 of the Base Indenture, as promptly as possible but in any event at least fifteen (15) days prior to the applicable date hereinafter specified, a notice stating (x) the date on which a record is to be taken for the purpose of such dividend, distribution or rights or warrants, or, if a record is not to be taken, the date as of which the holders of Common Stock of record to be entitled to such dividend, distribution or rights are to be determined, or (y) the date on which such reclassification, consolidation, merger, sale, transfer, dissolution, liquidation or winding up is expected to become effective or occur, and the date as of which it is expected that holders of Common Stock of record shall be entitled to exchange their Common Stock for securities or other property deliverable upon such reclassification, consolidation, merger, sale, transfer, dissolution, liquidation or winding up. Failure to give such notice, or any defect therein, shall not affect the legality or validity of such dividend, distribution, reclassification, consolidation, merger, sale, transfer, dissolution, liquidation or winding up.

ARTICLE VIII

DEFAULTS

The Debentures shall not be subject to Section 6.01 of the Base Indenture. In lieu thereof, the Debentures shall be subject to the following provisions of Section 8.01 hereof:

SECTION 8.01 Events of Default. An “Event of Default” occurs if:

(a) the Company defaults in the payment when due of interest, including contingent interest, if any, on the Debentures and such default continues for a period of 30 days, whether or not such payment is prohibited by Article V hereof;

39

(b) the Company defaults in the payment when due of principal on the Debentures when the same becomes due and payable at maturity, upon redemption or otherwise, whether or not such payment is prohibited by Article V hereof;

(c) the Company fails to observe or perform any other covenant or other agreement in the Indenture or the Notes for 90 days after written notice to the Company by the Trustee or the Holders of at least 25% aggregate principal amount of the Debentures then outstanding voting as a single class;

(d) the Company pursuant to or within the meaning of Bankruptcy Law:

(i) commences a voluntary case,

(ii) consents to the entry of an order for relief against it in an involuntary case,

(iii) consents to the appointment of a custodian of it or for all or substantially all of its property,

(iv) makes a general assignment of the benefit of its creditors, or

(v) generally is not paying its debts as they become due; or

(e) a court of competent jurisdiction enters an order or decree under any Bankruptcy Law that:

(i) is for relief against the Company in an involuntary case;

(ii) appoints a custodian of the Company or for all or substantially all of the property of the Company; or

(iii) orders the liquidation of the Company;

and the order or decree remains unstayed and in effect for 60 consecutive days.

SECTION 8.02 Applicability of Certain Other Provisions. The Debentures shall be subject to Sections 6.02 through 6.11 of the Base Indenture, except that

(i) the reference in Section 6.08 of the Base Indenture to clauses (a) or (b) of Section 6.01 of the Base Indenture shall be changed to clauses (a) or (b) of Section 8.01 hereof; and

(ii) the Company and the Trustee acknowledge that pursuant to the Trust Agreement, the holders of Trust PIERS are entitled, in the circumstances and subject to the limitations set forth therein, to commence a direct action with respect to any Event of Default hereunder and under the Debentures.

40

ARTICLE IX

AMENDMENT, SUPPLEMENT AND WAIVER

SECTION 9.01 Applicability of Certain Provisions. The Debentures shall be subject to Article 9 of the Base Indenture, except that any supplemental indenture modifying the Base Indenture with respect to the Debentures or this Second Supplemental Indenture will not be effective until the holders of a majority in aggregate stated liquidation amount of Trust PIERS and Trust Common Securities, voting together as a class, shall have consented to such supplemental indenture; provided, that if the consent of the Holder of each outstanding Debenture is required, any supplemental indenture will not be effective until each holder of the Trust PIERS and Trust Common Securities shall have consented to such supplemental indenture.

ARTICLE X

NO SINKING FUND; NO GUARANTEES

SECTION 10.01 Applicability of Certain Provisions. (a) The Debentures shall not be subject to Article 10 of the Base Indenture.

(b) The Debentures shall not be guaranteed and shall not be subject to Article 12 of the Base Indenture.

ARTICLE XI

LEGAL DEFEASANCE

SECTION 11.01 Applicability of Certain Provisions. The Debentures shall be subject to Article 8 of the Base Indenture, except that Section 8.03 shall not apply to the Debentures.

ARTICLE XII

MISCELLANEOUS

SECTION 12.01 Scope of this Second Supplemental Indenture. The changes, modifications and supplements to the Base Indenture effected by this Second Supplemental Indenture shall only be applicable with respect to, and govern the terms of, the Debentures and shall not apply to any other securities that have been or may be issued by the Company under the Indenture.

SECTION 12.02 Ratification of Base Indenture. The Base Indenture, as supplemented by this Second Supplemental Indenture, is in all respects ratified and confirmed, and this Second Supplemental Indenture shall be deemed part of the Base Indenture in the manner and to the extent herein and therein provided.

SECTION 12.03 Trustee Not Responsible for Recitals. The recitals therein contained are made by the Company and not by the Trustee, and the Trustee assumes no responsibility for the correctness thereof. The Trustee makes no representation as to the validity or sufficiency of this Second Supplemental Indenture.

41

SECTION 12.04 Separability. In case any one or more of the provisions contained in this Second Supplemental Indenture or in the Debentures shall for any reason be held to be invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any other provisions of this Second Supplemental Indenture or of the Debentures, but this Second Supplemental Indenture and the Debentures shall be construed as if such invalid or illegal or unenforceable provision had never been contained herein or therein.

SECTION 12.05 Counterparts. This Second Supplemental Indenture may be executed in any number of counterparts each of which shall be an original; but such counterparts shall together constitute but one and the same instrument.

SECTION 12.06 Governing Law. THE INTERNAL LAW OF THE STATE OF NEW YORK SHALL GOVERN AND BE USED TO CONSTRUE THIS SECOND SUPPLEMENTAL INDENTURE AND THE DEBENTURES, WITHOUT GIVING EFFECT TO APPLICABLE PRINCIPLES OF CONFLICT OF LAW TO THE EXTENT THAT THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION WOULD BE REQUIRED THEREBY.

42

IN WITNESS WHEREOF, the parties hereto have caused this Second Supplemental Indenture to be duly executed as of the date first above written.

OMNICARE, INC.
By:	/S/    JOEL F. GEMUNDER
	Name: Joel F. Gemunder
	Title:   President and Chief Executive Officer
SUNTRUST BANK, as Trustee
By:	/S/    WILLIAM G. KEENAN
	Name: William G. Keenan
	Title:   Vice President

43

EX-4.16

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 Marsh,

as Administrative Trustees

Dated as of June 13, 2003

OMNICARE CAPITAL TRUST I

Certain Sections of this Trust Agreement relating to

Sections 310 through 318 of the

Trust Indenture Act of 1939:

Trust Indenture Act Section		Trust Agreement Section
Section 310	(a)(1)	8.07
	(a)(2)	8.07(a)
	(a)(3)	8.09
	(a)(4)	Not Applicable
	(b)	8.08
Section 311	(a)	8.13
	(b)	8.13
Section 312	(a)	5.08
	(b)	5.08
	(c)	5.08
Section 313	(a)	8.14(a)
	(b)	8.14(b)
	(c)	8.14(c)
	(d)	8.14(c)
Section 314	(a)	8.15
	(b)	Not Applicable
	(c)(1)	8.15, 8.16
	(c)(2)	8.16
	(c)(3)	8.16
	(d)	Not Applicable
	(e)	8.16
Section 315	(a)	8.01
	(b)	8.02
	(c)	8.01(a)
	(d)	8.01, 8.03
	(e)	Not Applicable
Section 316	(a)	Not Applicable
	(a)(1)(A)	8.20
	(a)(1)(B)	6.01(b)
	(a)(2)	Not Applicable
	(b)	Not Applicable
	(c)	Not Applicable
Section 317	(a)(1)	Not Applicable
	(a)(2)	Not Applicable
	(b)	5.10
Section 318	(a)	10.08(c)

Note: This Cross-Reference Table does not constitute part of the Trust Agreement and shall not affect the interpretation of any of its terms and provisions.

TABLE OF CONTENTS

		Page
ARTICLE I DEFINED TERMS
SECTION 1.01	Definitions	1
ARTICLE II ESTABLISHMENT OF THE TRUST
SECTION 2.01	Name	10
SECTION 2.02	Offices of the Trustees; Principal Place of Business	10
SECTION 2.03	Initial Contribution of Trust Property; Organizational Expenses	11
SECTION 2.04	Issuance of the Trust PIERS	11
SECTION 2.05	Issuance of the Common Securities. Subscription and Purchase of Convertible Debentures	11
SECTION 2.06	Declaration of Trust	11
SECTION 2.07	Authorization to Enter into Certain Transactions.	11
SECTION 2.08	Assets of Trust	15
SECTION 2.09	Title to Trust Property	15
ARTICLE III PAYMENT ACCOUNT
SECTION 3.01	Payment Account.	15
ARTICLE IV DISTRIBUTIONS; REDEMPTION; CONVERSION; EXCHANGE
SECTION 4.01	Distributions.	16
SECTION 4.02	Redemption.	17
SECTION 4.03	Conversion	19
SECTION 4.04	Offer to Repurchase Upon Change of Control.	21
SECTION 4.05	Subordination of Common Securities.	22
SECTION 4.06	Payment Procedures	23
SECTION 4.07	Tax Returns and Reports	23
SECTION 4.08	[Reserved]	23
SECTION 4.09	Payments under the Indenture	23
SECTION 4.10	Exchange of Trust PIERS.	23
ARTICLE V TRUST SECURITIES CERTIFICATES
SECTION 5.01	Initial Ownership	24

i

SECTION 5.02	The Trust Securities Certificates	24
SECTION 5.03	Execution, Authentication and Delivery of Trust Securities Certificates.	25
SECTION 5.04	Registration of Transfer and Exchange of Trust PIERS Certificates	25
SECTION 5.05	Book-entry PIERS Certificate.	26
SECTION 5.06	Mutilated, Destroyed, Lost or Stolen Trust Securities Certificates	27
SECTION 5.07	Persons Deemed Holders	27
SECTION 5.08	Access to List of Holders’ Names and Addresses	27
SECTION 5.09	Maintenance of Office or Agency	28
SECTION 5.10	Appointment of Paying Agent	28
SECTION 5.11	Appointment of Conversion Agent	28
SECTION 5.12	Ownership of Common Securities by Depositor	29
SECTION 5.13	Book-Entry Trust PIERS Certificates; Common Securities Certificate.	29
SECTION 5.14	Notices to Clearing Agency	29
SECTION 5.15	Definitive Trust PIERS Certificates	30
SECTION 5.16	Rights of Holders	30
ARTICLE VI
ACTS OF HOLDERS OF TRUST PIERS; VOTING
SECTION 6.01	Limitations on Voting Rights.	30
SECTION 6.02	Voting Rights	31
SECTION 6.03	Holder Action by Written Consent	31
SECTION 6.04	Record Date for Voting and Other Purposes	32
SECTION 6.05	Acts of Holders.	32
SECTION 6.06	Inspection of Records	32
ARTICLE VII
REPRESENTATIONS AND WARRANTIES
SECTION 7.01	Representations and Warranties of the Bank and the Property Trustee	33
SECTION 7.02	Representations and Warranties of the Delaware Bank and the Delaware Trustee	33
SECTION 7.03	Representations and Warranties of the Depositor	34
ARTICLE VIII
THE TRUSTEES
SECTION 8.01	Certain Duties and Responsibilities.	35
SECTION 8.02	Certain Notices.	36
SECTION 8.03	Certain Rights of Property Trustee	37
SECTION 8.04	Not Responsible for Recitals or Issuance of Securities	38
SECTION 8.05	May Hold Securities	38
SECTION 8.06	Compensation; Fees; Indemnity	38
SECTION 8.07	Trustees Required; Eligibility.	39
SECTION 8.08	Conflicting Interests	40
SECTION 8.09	Co-Trustees and Separate Trustee.	40
SECTION 8.10	Resignation and Removal; Appointment of Successor.	41
SECTION 8.11	Acceptance of Appointment by Successor.	42
SECTION 8.12	Merger, Conversion, Consolidation or Succession to Business	42

ii

SECTION 8.13	Preferential Collection of Claims Against Depositor or Trust	43
SECTION 8.14	Reports by Property Trustee.	43
SECTION 8.15	Reports to the Property Trustee	43
SECTION 8.16	Evidence of Compliance with Conditions Precedent	43
SECTION 8.17	Number of Trustees.	43
SECTION 8.18	Delegation of Power.	44
SECTION 8.19	Voting	44
SECTION 8.20	Enforcement of Rights of Property Trustee by Holders	44
ARTICLE IX
TERMINATION, LIQUIDATION AND MERGER
SECTION 9.01	Termination Upon Expiration Date	45
SECTION 9.02	Early Termination	45
SECTION 9.03	Termination	45
SECTION 9.04	Certificate of Cancellation	45
SECTION 9.05	Liquidation.	45
SECTION 9.06	Mergers and Consolidations of the Trust	47
ARTICLE X
MISCELLANEOUS PROVISIONS
SECTION 10.01	Limitation of Rights of Holders	47
SECTION 10.02	Amendment.	48
SECTION 10.03	Separability	49
SECTION 10.04	Governing Law	49
SECTION 10.05	Successors	49
SECTION 10.06	Headings	49
SECTION 10.07	Notice and Demand	49
SECTION 10.08	Conflict with Trust Indenture Act.	49
EXHIBIT A	Form of Common Securities Certificate
EXHIBIT B	Form of Expense Agreement
EXHIBIT C	Form of Trust PIERS Certificate

iii

AMENDED AND RESTATED TRUST AGREEMENT

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.

WITNESSETH:

WHEREAS, the Depositor and the Delaware Trustee have heretofore duly declared and established a statutory trust pursuant to the Delaware Statutory Trust Act by the entering into that certain Trust Agreement, dated as of February 7, 2003 (the “Original Trust Agreement”), and by the execution and filing by the Delaware Trustee with the Secretary of State of the State of Delaware of the Certificate of Trust, dated February 7, 2003; and

WHEREAS, the parties hereto desire to amend and restate the Original Trust Agreement in its entirety as set forth herein to provide for, among other things, (i) the addition of the Bank, as Property Trustee, (ii) the addition of David W. Froesel, Jr., an individual, and Thomas Marsh, an individual, as administrative trustees of the Trust, (iii) the acquisition by the Trust of the Convertible Debentures, (iv) the issuance of the Common Securities by the Trust to the Depositor and (v) the issuance and sale of the Trust PIERS by the Trust pursuant to the Underwriting Agreement.

NOW, THEREFORE, in consideration of the agreements and obligations set forth herein and for other good and valuable consideration, the sufficiency of which is hereby acknowledged, each party, for the benefit of the other parties and for the benefit of the Holders, hereby amends and restates the Original Trust Agreement in its entirety and agrees as follows:

ARTICLE I

DEFINED TERMS

Section 1.01 Definitions. For all purposes of this Trust Agreement, except as otherwise expressly provided or unless the context otherwise requires:

(a) the terms defined in this Article have the meanings assigned to them in this Article and include the plural as well as the singular;

(b) all other terms used herein that are defined in the Trust Indenture Act, either directly or by reference therein, have the meanings assigned to them therein;

(c) unless the context otherwise requires, any reference to an “Article” or a “Section” refers to an Article or a Section, as the case may be, of this Trust Agreement; and

(d) the words “herein,” “hereof” and “hereunder” and other words of similar import refer to this Trust Agreement as a whole and not to any particular Article, Section or other subdivision.

“Act” has the meaning specified in Section 6.05.

“Administrative Trustee” means each of the individuals identified as an “Administrative Trustee” in the preamble to this Trust Agreement solely in their capacities as Administrative Trustees of the Trust formed and continued hereunder and not in their individual capacities, or such trustee’s successor(s) in interest in such capacity, or any successor “Administrative Trustee” appointed as herein provided.

“Affiliate” of any specified Person means any other Person directly or indirectly controlling or controlled by or under direct or indirect common control with such specified Person. For the purposes of this definition, “control” when used with respect to any specified Person means the power to direct the management and policies of such Person, directly or indirectly, whether through the ownership of voting securities, by contract or otherwise; and the terms “controlling” and “controlled” have meanings correlative to the foregoing.

“Applicable Procedures” has the meaning specified in Section 5.05(c).

“Bank” has the meaning specified in the preamble to this Trust Agreement.

“Bankruptcy Event” means, with respect to any Person:

(i) the entry of a decree or order by a court having jurisdiction in the premises judging such Person a bankrupt or insolvent, or approving as properly filed a petition seeking reorganization, arrangement, adjudication or composition of or in respect of such Person under federal bankruptcy law or any other applicable federal or state law, or appointing a receiver, liquidator, assignee, trustee, sequestrator or other similar official of such Person or of any substantial part of its property, or ordering the winding up or liquidation of its affairs, and the continuance of such decree or order unstayed and in effect for a period of 60 consecutive days; or

(ii) the institution by such Person of proceedings to be adjudicated a bankrupt or insolvent, or the consent by it to the institution of bankruptcy or insolvency proceedings against it, or the filing by it of a petition or answer or consent seeking reorganization or relief under federal bankruptcy law or any other applicable federal or state law, or the consent by it to the filing of such petition or to the appointment of a receiver, liquidator, assignee, trustee, sequestrator or similar official of such Person or of any substantial part of its property, or the making by it of an assignment for the benefit of creditors, or the admission by it in writing of its inability to pay its debts generally as they become due, or the taking of action by such Person in furtherance of any such action.

“Board Resolution” means a copy of a resolution certified by the Secretary or an Assistant Secretary of the Depositor to have been duly adopted by the Depositor’s Board of Directors or a duly authorized committee thereof and to be in full force and effect on the date of such certification, and delivered to the Trustees.

“Book-Entry Trust PIERS Certificate” means a certificate representing Trust PIERS issued in global, fully registered form to the Clearing Agency as described in Section 5.13.

2

“Business Day” means a day other than (i) a Saturday or a Sunday, (ii) a day on which banks in New York, New York are authorized or obligated by law or executive order to remain closed or (iii) a day on which the Corporate Trust Office or the Indenture Trustee’s principal corporate trust office is closed for business.

“Certificate Depository Agreement” means the agreement among the Trust, the Property Trustee and The Depository Trust Company, as the initial Clearing Agency, dated June 10, 2003 relating to the Trust PIERS Certificates, as the same may be amended and supplemented from time to time.

“Change of Control” means when any of the following has occurred:

(a) the direct or indirect sale, transfer, conveyance or other disposition (other than by way of merger or consolidation), in one or a series of related transactions, of all or substantially all of the properties or assets of the Depositor and its subsidiaries taken as a whole to any Person other than any transaction:

(i) that does not result in any reclassification, conversion, exchange or cancellation of outstanding shares of the Depositor’s capital stock; and

(ii) pursuant to which holders of the Depositor’s capital stock entitled to vote generally in elections of directors immediately prior to such transaction are entitled to exercise, directly or indirectly, 50% or more of the total voting power of all shares of the Depositor’s capital stock entitled to vote generally in elections of directors of the continuing or surviving person immediately after giving effect to such transaction;

(b) the consummation of any transaction (including, without limitation, any merger or consolidation) the result of which is that any person, other than one or more Principals and their Related Parties, becomes the beneficial owner, directly or indirectly, of more than 50% of the voting stock the Depositor is entitled at the time to vote in elections of directors of the Depositor, measured by voting power rather than number of shares; or

(c) the first day on which a majority of the members of the board of directors of the Depositor are not Continuing Directors.

However, a Change of Control will not be deemed to have occurred if:

(x) the closing sale price per share of the Depositor’s common stock for any five full Trading Days within the period of ten consecutive Trading Days ending immediately after the later of the Change of Control or the public announcement of the Change of Control, in the case of a Change of Control under clause (a) of this definition, or the period of ten consecutive full Trading Days ending immediately before the Change of Control, in the case of a Change of Control under clause (c) of this definition above, equals or exceeds 110% of the Conversion Price per share of common stock in effect on each of those Trading Days (as adjusted); or

(y) at least 90% of the consideration (excluding cash payments or fractional shares and dissenters’ appraisal rights) in the transaction or transactions constituting a Change of Control consists of shares of common stock traded or to be traded immediately following such Change of Control on a national securities exchange or the Nasdaq National Market and, as a result of such transaction or transactions, the Trust PIERS become convertible into such Common Stock (and any rights attached thereto).

3

“Change of Control Offer” has the meaning specified in Section 4.04(b).

“Clearing Agency” means an organization registered as a “clearing agency” pursuant to Section 17A of the Securities Exchange Act of 1934, as amended. The Depository Trust Company will be the initial Clearing Agency.

“Clearing Agency Participant” means a broker, dealer, bank, other financial institution or other Person for whom from time to time a Clearing Agency effects book-entry transfers and pledges of securities deposited with the Clearing Agency.

“Closing Sale Price” means the closing sale price per share of Common Stock or per Trust PIERS, as the case may be, (or if no closing sale price is reported, the average of the bid and ask prices or, if more than one in either case, the average of the average bid and the average asked prices) on that date as reported in composite transactions for the principal U.S. securities exchange on which the Common Stock or Trust PIERS, as applicable, is traded or, if the Common Stock or Trust PIERS, as applicable, is not listed on a U.S. national or regional securities exchange, as reported by the Nasdaq National Market.

If the Common Stock or Trust PIERS, as applicable, is not listed for trading on a U.S. national or regional securities exchange and not reported by the Nasdaq National Market on the relevant date, the “Closing Sale Price” shall mean the last quoted bid price for the Common Stock or Trust PIERS, as applicable, in the over-the-counter market on the relevant date as reported by the National Quotation Bureau or similar organization.

If the Common Stock or Trust PIERS, as applicable, is not so quoted, the “Closing Sale Price” will be the average of the mid-point of the last bid and ask prices for the Common Stock or Trust PIERS, as applicable, on the relevant date from each of at least three nationally recognized independent investment banking firms selected by the Company for this purpose.

“Code” means the Internal Revenue Code of 1986, as amended.

“Commission” means the Securities and Exchange Commission, as from time to time constituted, created under the Securities Exchange Act of 1934, or, if at any time after the execution of this instrument such Commission is not existing and performing the duties now assigned to it under the Trust Indenture Act, then the body performing such duties at such time.

“Common Stock” means the common stock, par value $1 per share, of the Depositor.

“Common Security” means an undivided beneficial ownership interest in the assets of the Trust having a Liquidation Amount of $50 and having the rights provided therefor in this Trust Agreement, including the right to receive Distributions, Contingent Distributions and a Liquidation Distribution as provided herein.

“Common Securities Certificate” means a certificate evidencing ownership of a Common Security or Securities, substantially in the form attached as Exhibit A.

“Company” has the meaning specified in the preamble hereto.

“Contingent Distribution” has the meaning specified in Section 4.01(b).

“Continuing Director” means, as of any date of determination, any member of the board of directors of the Depositor who:

4

(a) was a member of the Depositor’s Board of Directors on June 13, 2003; or

(b) was nominated for election or elected to the Depositor’s Board of Directors with the approval of a majority of the continuing directors who were members of the Board at the time of a new director’s nomination or election.

“Conversion Agent” has the meaning specified in Section 4.03(d).

“Conversion Date” has the meaning specified in Section 4.03.

“Conversion Ratio” has the meaning specified in Section 4.03(a).

“Conversion Request” has the meaning specified in Section 4.03(b).

“Convertible Debentures” means the $355,670,100 aggregate principal amount of the Depositor’s 4% Junior Subordinated Convertible Debentures due 2033, issued pursuant to the Subordinated Indenture.

“Corporate Trust Office” means the office of the Property Trustee at which at any time its corporate trust business shall be principally administered, which office at the date hereof is located at 4 New York Plaza, 15th Floor, New York, New York, Attention: Institutional Trust Services, or such other address as the Property Trustee may designate to the Trust.

“Definitive Trust PIERS Certificates” means either or both (as the context requires) of (i) Trust PIERS Certificates issued in certificated, fully registered form as provided in Section 5.13(a) and (ii) Trust PIERS Certificates issued in certificated, fully registered form as provided in Section 5.15.

“Delaware Bank” has the meaning specified in the preamble to this Trust Agreement.

“Delaware Statutory Trust Act” means Chapter 38 of Title 12 of the Delaware Code, 12 Del. Code Section 3801 et seq., as it may be amended from time to time.

“Delaware Trustee” means the commercial bank or trust company or any other Person identified as the “Delaware Trustee” and has the meaning specified in the preamble to this Trust Agreement solely in its capacity as Delaware Trustee of the Trust formed and continued hereunder and not in its individual capacity, or its successor in interest in such capacity, or any successor Delaware Trustee appointed as herein provided.

“Depositor” means Omnicare, Inc., in its capacity as “Depositor” under this Trust Agreement.

“Distribution Date” has the meaning specified in Section 4.01(a).

“Distributions” means amounts payable in respect of the Trust Securities as provided in Section 4.01.

“DTC” means The Depository Trust Company.

“Event of Default” has the meaning provided in the Subordinated Indenture.

“Expense Agreement” means the Agreement as to Expenses and Liabilities between the Company and the Trust, substantially in the form attached as Exhibit B, as amended from time to time.

“Exchange Act” means the Securities Exchange Act of 1934, as amended.

5

“Extension Period” has the meaning provided in Section 6.01 of the Second Supplemental Indenture.

“Guarantee” means the Guarantee Agreement executed and delivered by the Company and JPMorgan Chase Bank, as Guarantee Trustee, contemporaneously with the execution and delivery of this Trust Agreement, for the benefit of the Holders of the Trust PIERS, as amended from time to time.

“Holder” means a Person in whose name a Trust Security or Securities is registered in the Securities Register; any such Person is a beneficial owner within the meaning of the Delaware Statutory Trust Act.

“Indenture Redemption Date” means “Redemption Date,” as defined in the Subordinated Indenture.

“Indenture Trustee” means the trustee under the Subordinated Indenture.

“Investment Company Event” means the receipt by the Trust and the Depositor of an opinion of independent securities counsel experienced in such matters, to the effect that, as a result of the occurrence of an amendment to or change (including any announced prospective change) in any law or regulations of the United States or any rules, guidelines or policies of any applicable regulatory agency or authority; or any official administrative written pronouncement or judicial decision interpreting or applying such laws or regulations, which amendment or change is effective or which pronouncement or decision is announced on or after the Issue Date, the Trust is, or within 90 days of the date of the opinion will be, considered an “investment company” that is required to be registered under the 1940 Act.

“Issue Date” means the date of the delivery of the Trust Securities.

“Lien” means any lien, pledge, charge, encumbrance, mortgage, deed of trust, adverse ownership interest, hypothecation, assignment, security interest or preference, priority or other security agreement or preferential arrangement of any kind or nature whatsoever.

“Like Amount” means (i) Trust Securities having a Liquidation Amount equal to the principal amount of Convertible Debentures to be contemporaneously redeemed in accordance with the Subordinated Indenture and the proceeds of which will be used to pay the Redemption Price of such Trust Securities and (ii) Convertible Debentures having a principal amount equal to the Liquidation Amount of the Trust Securities of the Holder to whom such Convertible Debentures are distributed.

“Liquidation Amount” means the stated amount of $50 per Trust Security.

“Liquidation Date” means the date on which Convertible Debentures are to be distributed to Holders of Trust Securities in connection with a dissolution and liquidation of the Trust pursuant to Section 9.05.

“Liquidation Distribution” has the meaning specified in Section 9.05(f).

“Officers’ Certificate” means a certificate signed by the Chairman of the Board, a Vice Chairman of the Board, the President or a Vice President, and by the Treasurer, an Assistant Treasurer, the Secretary or an Assistant Secretary, of the Depositor, and delivered to the appropriate Trustee. One of the officers signing an Officers’ Certificate given pursuant to Section 8.16 shall be the principal executive, financial or accounting officer of the Depositor. An Officers’ Certificate delivered with respect to compliance with a condition or covenant provided for in this Trust Agreement shall include:

6

(a) a statement that each officer signing the Officers’ Certificate has read the covenant or condition and the definitions relating thereto;

(b) a brief statement of the nature and scope of the examination or investigation undertaken by each officer in rendering the Officers’ Certificate;

(c) a statement that each such officer has made such examination or investigation as is necessary, in such officer’s opinion, to express an informed opinion as to whether or not such covenant or condition has been complied with; and

(d) a statement as to whether, in the opinion of each such officer, such condition or covenant has been complied with.

“Opinion of Counsel” means a written opinion of counsel, who may be counsel for the Trust, the Trustees or the Depositor, but not an employee of the Trust or the Trustees, and who shall be reasonably acceptable to the Property Trustee. Any Opinion of Counsel pertaining to federal income tax matters may rely on published rulings of the Internal Revenue Service.

“Original Trust Agreement” has the meaning specified in the recitals to this Trust Agreement.

“Outstanding,” when used with respect to Trust PIERS, means, as of the date of determination, all Trust PIERS theretofore delivered under this Trust Agreement, except:

(i) Trust PIERS theretofore canceled by the Administrative Trustees or delivered to the Administrative Trustees for cancellation;

(ii) Trust PIERS for whose payment or redemption money in the necessary amount has been theretofore deposited with the Property Trustee or any Paying Agent for the Holders of such Trust PIERS; provided that if such Trust PIERS are to be redeemed, notice of such redemption has been duly given pursuant to this Trust Agreement; and

(iii) Trust PIERS in exchange for or in lieu of which other Trust PIERS have been delivered pursuant to this Trust Agreement;

provided, however, that in determining whether the Holders of the requisite Liquidation Amount of the Outstanding Trust PIERS have given any request, demand, authorization, direction, notice, consent or waiver hereunder, Trust PIERS owned by the Depositor, the Holder of the Common Securities, any Trustee or any Affiliate of the Depositor or any Trustee shall be disregarded and deemed not to be Outstanding, except that (a) in determining whether any Trustee shall be protected in relying upon any such request, demand, authorization, direction, notice, consent or waiver, only Trust PIERS which such Trustee actually knows to be so owned shall be so disregarded and (b) the foregoing shall not apply at any time when all of the outstanding Trust PIERS are owned by the Depositor, the Holder of the Common Securities, one or more Trustees and/or any such Affiliate. Trust PIERS so owned which have been pledged in good faith may be regarded as Outstanding if the pledgee establishes to the satisfaction of the Administrative Trustees the pledgee’s right so to act with respect to such Trust PIERS and that the pledgee is not the Depositor or any Affiliate of the Depositor.

“Owner” means each Person who is the beneficial owner of a Book-Entry Trust PIERS Certificate as reflected in the records of the Clearing Agency or, if a Clearing Agency Participant is not the Owner, then as reflected in the records of a Person maintaining an account with such Clearing Agency (directly or indirectly, in accordance with the rules of such Clearing Agency).

7

“Paying Agent” means any paying agent or co-paying agent appointed pursuant to Section 5.10 and shall initially be the Property Trustee.

“Payment Account” means a segregated non-interest-bearing corporate trust account maintained by the Property Trustee for the benefit of the Holders in which all amounts paid in respect of the Convertible Debentures will be held and from which the Property Trustee shall make payments to the Holders in accordance with Sections 4.01 and 4.02.

“Person” means an individual, corporation, partnership, joint venture, trust, limited liability company or corporation, unincorporated organization or government or any agency or political subdivision thereof.

“Principal” means Joel Gemunder, an entity controlled by Joel Gemunder and/or a trust for his benefit or any employee benefit plan of the Depositor (including plans for the benefit of employees of its subsidiaries).

“Property Trustee” means the commercial bank or trust company identified as the “Property Trustee” in the preamble to this Trust Agreement solely in its capacity as Property Trustee of the Trust formed and continued hereunder and not in its individual capacity, or its successor in interest in such capacity, or any successor “Property Trustee” as herein provided.

“Redemption Date” means, with respect to any Trust Security to be redeemed, the date fixed for such redemption by or pursuant to this Trust Agreement; provided that each Indenture Redemption Date shall be a Redemption Date for a Like Amount of Trust Securities.

“Redemption Price” means, with respect to any date fixed for redemption of any Trust Security, the Liquidation Amount of such Trust Security, plus accrued and unpaid Distributions, including Contingent Distributions, to such date.

“Related Party” means:

(a) any controlling stockholder, 80% (or more) owned subsidiary, or immediate family member (in the case of an individual) of any Principal; or

(b) any trust, corporation, partnership or other entity, the beneficiaries, stockholders, partners, owners or Persons beneficially holding an 80% or more controlling interest of which consist of any one or more Principals and/or such other Persons referred to in clause (a) of this definition.

“Relevant Trustee” shall have the meaning specified in Section 8.10.

“Responsible Officer” means, when used with respect to the Property Trustee, any officer of the Property Trustee within the Institutional Trust Services—Conventional Debt Unit (or any successor unit, department or division of the Property Trustee) located at the Corporate Trust Office of the Property Trustee who has direct responsibility for the administration of this Trust Agreement and for the purposes of Section 8.01(c)(i) also means, with respect to a particular corporate trust matter, any other officer, trust officer or person to whom such matter is referred because of his or her knowledge of and familiarity of the particular subject.

“Securities Act” means the Securities Act of 1933, as amended.

8

“Securities Register” and “Securities Registrar” are described in Section 5.04.

“Special Event” means a Tax Event or an Investment Company Event.

“Subordinated Indenture” means the Convertible Debentures Indenture, dated as of June 13, 2003, between the Depositor and the Indenture Trustee, as supplemented by that certain Second Supplemental Indenture, dated as of June 13, 2003, between the Depositor and the Indenture Trustee.

“Tax Event” means the receipt by the Trust and the Depositor of an independent opinion of independent tax counsel experienced in such matters, to the effect that, as a result of (a) any amendment to, change in or announced prospective change in the laws (or any regulations thereunder) of the United States or any political subdivision or taxing authority thereof or therein, or (b) any official administrative written decision or pronouncement, or judicial decision interpreting or applying such laws or regulations, which amendment or change is effective or which pronouncement, or decision is announced on or after the Issue Date, there is more than an insubstantial risk that (i) the Trust is, or will be within 90 days of the date of such opinion, subject to the United States federal income tax with respect to income received or accrued on the Convertible Debentures, (ii) interest payable by the Company on the Convertible Debentures is not, or within 90 days of the date of such opinion will not be, deductible, in whole or in part, by the Company for United States federal income tax purposes, or (iii) the Trust is, or will be within 90 days of the date of such opinion, subject to more than a de minimis amount of other taxes, duties or other governmental charges.

“Trading Day” shall mean (x) if the applicable security is listed or admitted for trading on the New York Stock Exchange or another national security exchange, a day on which the New York Stock Exchange or another national security exchange is open for business or (y) if the applicable security is quoted on the Nasdaq National Market, a day on which trades may be made on thereon or (z) if the applicable security is not so listed, admitted for trading or quoted, any day other than a Saturday or Sunday or a day on which banking institutions in the State of New York are authorized or obligated by law or executive order to close.

“Trading Price” of the Trust PIERS on any date means the Closing Sale Price per Trust PIERS (or if no Closing Sale Price is reported, the average of the bid and ask prices or, if more than one in either case, the average of the average bid and the average asked prices) on that date as reported in composite transactions by the principal U.S. securities exchange on which the Trust PIERS are traded or, if the Trust PIERS are not listed on a U.S. national or regional securities exchange, as reported by the Nasdaq National Market.

If the Trust PIERS are not listed for trading on a U.S. national or regional securities exchange and not reported by the Nasdaq National Market on the relevant date, the “trading price” will be the last quoted bid price for Trust PIERS in the over-the-counter market on the relevant date as reported by the National Quotation Bureau or similar organization.

If the Trust PIERS are not so quoted, the “trading price” will be the average of the mid-point of the last bid and ask prices for Trust PIERS on the relevant date from each of at least three nationally recognized independent investment banking firms selected by Omnicare for this purpose.

“Trust” means the Delaware Statutory Trust continued hereby and identified on the cover page to this Trust Agreement.

“Trust Agreement” means this Amended and Restated Trust Agreement, as the same may be modified, amended or supplemented in accordance with the applicable provisions hereof, including all

9

exhibits hereto, including, for all purposes of this Amended and Restated Trust Agreement and any modification, amendment or supplement, the provisions of the Trust Indenture Act that are deemed to be a part of and govern this Amended and Restated Trust Agreement and any such modification, amendment or supplement, respectively.

“Trustees” means the Persons identified as “Trustees” in the preamble to this Trust Agreement solely in their capacities as Trustees of the Trust formed and continued hereunder and not in their individual capacities, or their successor in interest in such capacity, or any successor trustee appointed as herein provided.

“Trust Indenture Act” means the Trust Indenture Act of 1939 as in force at the date as of which this instrument was executed; provided, however, that in the event the Trust Indenture Act of 1939 is amended after such date, “Trust Indenture Act” means, to the extent required by any such amendment, the Trust Indenture Act of 1939 as so amended.

“Trust PIERS” means an undivided beneficial ownership interest in the assets of the Trust having a Liquidation Amount of $50 and having rights provided therefor in this Trust Agreement, including the right to receive Distributions, including Contingent Distributions, and a Liquidation Distribution as provided herein.

“Trust PIERS Certificate” means a certificate evidencing ownership of a Trust PIERS or Securities, substantially in the form attached as Exhibit C.

“Trust Property” means (i) the Convertible Debentures, (ii) any cash on deposit in, or owing to, the Payment Account, and (iii) all proceeds and rights in respect of the foregoing and any other property and assets for the time being held or deemed to be held by the Property Trustee pursuant to this Trust Agreement.

“Trust Securities Certificate” means any one of the Common Securities Certificates or the Trust PIERS Certificates.

“Trust Security” means any one of the Common Securities or the Trust PIERS.

“Underwriters” means the underwriters named in the Underwriting Agreement.

“Underwriting Agreement” means the Underwriting Agreement, dated June 10, 2003, among the Trust, the Depositor and the Underwriters.

ARTICLE II

Establishment Of The Trust

Section 2.01 Name . The Trust continued hereby shall be known as “Omnicare Capital Trust I,” in which name the Trustees may conduct the business of the Trust, make and execute contracts and other instruments on behalf of the Trust and sue and be sued. The Administrative Trustees may change the name of the Trust from time to time following written notice to the Holders.

Section 2.02 Offices of the Trustees; Principal Place of Business . The address of the Property Trustee is JPMorgan Chase Bank, 4 New York Plaza, 15th Floor, New York, New York 10004, Attn: Institutional Trust Services, or at such other address as the Property Trustee may designate by written notice to the Holders and the Depositor. The principal place of business of the Delaware Trustee

10

is c/o Chase Manhattan Bank USA, National Association, 500 Stanton Christiana Road, Building 4 (3rd Floor), Newark, Delaware 19713, Attn: Institutional Trust Services, or at such other address in Delaware as the Delaware Trustee may designate by notice to the Depositor. The address of the Administrative Trustees is c/o Omnicare, Inc., 100 East RiverCenter Boulevard, Covington, Kentucky 41011, Attention: Secretary. The principal place of business of the Trust is c/o Omnicare, Inc., 100 East RiverCenter Boulevard, Covington, Kentucky 41011. The Depositor may change the principal place of business of the Trust at any time by giving notice thereof to the Trustees.

Section 2.03 Initial Contribution of Trust Property; Organizational Expenses . The Delaware Trustee acknowledges receipt in trust from the Depositor in connection with the Original Trust Agreement of the sum of $10, which constituted the initial Trust Property. The Depositor shall pay organizational expenses of the Trust as they arise or shall, upon request of the Trustees, promptly reimburse the Trustees for any such expenses paid by the Trustees. The Depositor shall make no claim upon the Trust Property for the payment of such expenses.

Section 2.04 Issuance of the Trust PIERS . Contemporaneously with the execution and delivery of this Trust Agreement, the Administrative Trustees, on behalf of the Trust, shall execute in accordance with Section 5.02 and deliver in accordance with the Underwriting Agreement a Book-Entry Trust PIERS Certificate registered in the name of the nominee of the initial Clearing Agency, in an aggregate amount of 6,900,000 Trust PIERS having an aggregate Liquidation Amount of $345,000,000 against receipt of the aggregate purchase price therefor, which amount the Administrative Trustees shall promptly deliver to the Property Trustee.

Section 2.05 Issuance of the Common Securities. Subscription and Purchase of Convertible Debentures . Contemporaneously with the execution and delivery of this Trust Agreement, the Administrative Trustees, on behalf of the Trust, shall execute in accordance with Section 5.03 and deliver to the Depositor Common Securities Certificates, registered in the name of the Depositor, in an aggregate amount of 213,402 Common Securities having an aggregate Liquidation Amount of $10,670,100 (equal to approximately 3% of the total capital of the Trust), against payment by the Depositor of such amount. Contemporaneously therewith, the Administrative Trustees, on behalf of the Trust, shall subscribe to and purchase from the Depositor Convertible Debentures, registered in the name of the Property Trustee, on behalf of the Trust and the Holders, and having an aggregate principal amount equal to $355,670,100, and in satisfaction of the purchase price for such Convertible Debentures, the Property Trustee, on behalf of the Trust, shall deliver to the Depositor the sum of $355,670,100.

Section 2.06 Declaration of Trust . The exclusive purposes and functions of the Trust are (i) to issue and sell the Trust Securities and use the proceeds from such sale to acquire the Convertible Debentures, and (ii) to engage in those activities necessary, incidental, appropriate or convenient thereto. The Depositor hereby appoints the Trustees of the Trust to have all the rights, powers and duties to the extent set forth herein. The Property Trustee hereby declares that it will hold the Trust Property in trust upon and subject to the conditions set forth herein for the benefit of the Trust and the Holders. The Administrative Trustees shall have all rights, powers and duties set forth herein and in accordance with applicable law with respect to accomplishing the purposes of the Trust. The Delaware Trustee shall not be entitled to exercise any powers, nor shall the Delaware Trustee have any of the duties and responsibilities, of the Property Trustee or the Administrative Trustees set forth herein. The Delaware Trustee shall be one of the Trustees for the sole and limited purpose of fulfilling the requirements of Section 3807(a) of the Delaware Statutory Trust Act.

Section 2.07 Authorization to Enter into Certain Transactions.

11

(a) The Trustees shall conduct the affairs of the Trust in accordance with the terms of this Trust Agreement. Subject to the limitations set forth in paragraph (b) of this Section and Article VIII, and in accordance with the following paragraphs (i) and (ii), the Trustees shall have the authority to enter into all transactions and agreements determined by the Trustees to be appropriate in exercising the authority, express or implied, otherwise granted to the Trustees under this Trust Agreement, and to perform all acts in furtherance thereof, including, without limitation, the following:

(i) As among the Trustees, the Administrative Trustees, acting singly or jointly, shall have the exclusive power, duty and authority to act on behalf of the Trust with respect to the following matters:

(A) to acquire the Convertible Debentures with the proceeds of the sale of the Trust Securities; provided, however, the Administrative Trustees shall cause legal title to all of the Convertible Debentures to be vested in, and the Convertible Debentures to be held of record in the name of, the Property Trustee for the benefit of the Trust and Holders of the Trust Securities;

(B) to employ or otherwise engage employees and agents (who may be designated as officers with titles) and managers, contractors, advisors, and consultants and pay reasonable compensation for such services;

(C) to take all action that may be necessary or appropriate for the preservation and the continuation of the Trust’s valid existence, rights, franchises and privileges as a statutory trust under the laws of the State of Delaware and of each other jurisdiction in which such existence is necessary to protect the limited liability of the Holders of the Trust Securities or to enable the Trust to effect the purposes for which the Trust has been created;

(D) to take all action necessary to cause all applicable tax returns and tax information reports that are required to be filed with respect to the Trust to be duly prepared and filed by the Administrative Trustees, on behalf of the Trust;

(E) to issue and sell the Trust Securities and to comply with the Underwriting Agreement in connection therewith;

(F) to cause the Trust to enter into, and to execute, deliver and perform on behalf of the Trust, the Expense Agreement and the Certificate Depository Agreement and such other agreements as may be necessary or desirable in connection with the consummation hereof;

(G) to assist in the registration of the Trust PIERS under the Securities Act and under state securities or blue sky laws, and the qualification of this Trust Agreement as a trust indenture under the Trust Indenture Act;

(H) to assist in the registration or listing of the Trust PIERS with DTC or upon such securities exchange or exchanges as shall be determined by the Depositor and the registration of the Trust PIERS under the Exchange Act, and the preparation and filing of all periodic and other reports and other documents pursuant to the foregoing;

12

(I) to send notices (other than notices of default) and other information regarding the Trust Securities and the Convertible Debentures to the Holders in accordance with this Trust Agreement;

(J) to appoint a Paying Agent (subject to Section 5.10), Conversion Agent, authenticating agent and Securities Registrar in accordance with this Trust Agreement;

(K) to assist in, to the extent provided in this Trust Agreement, the winding up of the affairs of and termination of the Trust and the preparation, execution and filing of the certificate of cancellation with the Secretary of State of the State of Delaware; and

(L) to take any action incidental to the foregoing as the Administrative Trustees may from time to time determine is necessary, appropriate, convenient or advisable to protect and conserve the Trust Property for the benefit of the Holders (without consideration of the effect of any such action on any particular Holder).

(ii) As among the Trustees, the Property Trustee shall have the exclusive power, duty and authority to act on behalf of the Trust with respect to the following ministerial matters:

(A) the establishment and maintenance of the Payment Account;

(B) the receipt of and holding of legal title to the Convertible Debentures as described herein and registration of transfers of the Trust Securities in accordance with this Trust Agreement; and

(C) the deposit of interest, principal and any other payments made in respect of the Convertible Debentures in the Payment Account;

(D) the distribution of amounts owed to the Holders in respect of the Trust Securities in accordance with the terms of this Trust Agreement;

(E) the sending of notices of default and other information regarding the Trust Securities and the Convertible Debentures to the Holders in accordance with this Trust Agreement;

(F) the distribution of the Trust Property in accordance with the terms of this Trust Agreement;

(G) exercise all of the rights, powers and privileges of a holder of the Convertible Debentures under the Subordinated Indenture as and to the extent specifically required by, and subject to, the terms of this Trust Agreement;

(H) upon notice of Distribution or Contingent Distribution issued by the Administrative Trustees in accordance with the terms of this Trust Agreement, engage in such ministerial activities as shall be necessary or appropriate to effect promptly the Distribution or Contingent Distribution pursuant to terms of this Trust Agreement of Convertible Debentures to Holders of Trust Securities;

(I) engage in such ministerial activities as shall be necessary or appropriate to effect promptly the redemption of the Trust Securities to the extent the Convertible Debentures are redeemed or mature;

13

(J) after an Event of Default, the taking of any action incidental to the foregoing as the Property Trustee may from time to time determine is necessary or advisable to give effect to the terms of this Trust Agreement and protect and conserve the Trust Property for the benefit of the Holders (without consideration of the effect of any such action on any particular Holder);

(K) take any legal action specifically required of the Property Trustee pursuant to the terms of this Trust Agreement which arises out of or in connection with an Event of Default or the Property Trustee’s duties and obligations under this Trust Agreement, the Delaware Statutory Trust Act or the Trust Indenture Act;

(L) as provided in this Trust Agreement, the winding up of the affairs of and termination of the Trust and the preparation, execution and filing of the certificate of cancellation with the Secretary of State of Delaware;

(M) take all actions and perform such duties as may be specifically required of the Property Trustee pursuant to the terms of this Trust Agreement;

(N) the taking of any ministerial action incidental to the foregoing as the Property Trustee may from time to time determine is necessary, appropriate, convenient or advisable to protect and conserve the Trust Property for the benefit of the Holders (without consideration of the effect of any such action on any particular Holder); and

(O) except as may otherwise be provided in this Section 2.07(a)(ii), the Property Trustee shall have none of the duties, liabilities, powers or the authority of the Administrative Trustees set forth in Section 2.07(a)(i) hereof.

(b) So long as this Trust Agreement remains in effect, the Trust (or the Trustees acting on behalf of the Trust) shall not undertake any business, activities or transaction except as expressly provided herein or contemplated hereby. In particular, the Trustees in their capacities as such shall not (i) acquire any investments or engage in any activities not authorized by this Trust Agreement, (ii) sell, assign, transfer, exchange, pledge, set-off or otherwise dispose of any of the Trust Property or interests therein, including to Holders, except as expressly provided herein, (iii) take any action that would cause the Trust to fail or cease to qualify as a “grantor trust” for United States federal income tax purposes, (iv) incur any indebtedness for borrowed money, (v) take or consent to any action that would result in the placement of a Lien on any of the Trust Property, (vi) issue any securities other than the Trust Securities or (vii) have any power to, or agree to any action by the Depositor that would, vary the investment (within the meaning of Treasury Regulation Section 301.7701-4(c)) of the Trust or of the Holders of Trust PIERS. The Trustees shall defend all claims and demands of all Persons at any time claiming any Lien on any of the Trust Property adverse to the interest of the Trust or the Holders in their capacity as Holders.

(c) In connection with the issue and sale of the Trust PIERS, the Depositor shall have the right and responsibility to assist the Trust with respect to, or effect on behalf of the Trust, the following (and any actions taken by the Depositor in furtherance of the following prior to the date of this Trust Agreement are hereby ratified and confirmed in all respects):

(i) to prepare for filing by the Trust with the Commission and to execute on behalf of the Trust, a registration statement on the appropriate form, in relation to the Trust PIERS, the Convertible Debentures, and the Guarantee, including any amendments thereto and one or more related prospectus supplements;

14

(ii) to determine the states in which to take appropriate action to qualify or register for sale all or part of the Trust PIERS and to do any and all such acts, other than actions which must be taken by or on behalf of the Trust, and advise the Trustees of actions they must take on behalf of the Trust and prepare for execution and filing any documents to be executed and filed by the Trust or on behalf of the Trust, as the Depositor deems necessary or advisable in order to comply with the applicable laws of any such States;

(iii) to prepare for filing by the Trust, and to execute on behalf of the Trust, an application to the New York Stock Exchange or any other national stock exchange or the NASDAQ National Market for listing upon notice of issuance of any Trust PIERS and to file or cause an Administrative Trustee to file thereafter with such exchange or organization such notification and documents as may be necessary from time to time;

(iv) to prepare for filing by the Trust, and to execute on behalf of the Trust, with the Commission a registration statement on Form 8-A relating to the registration of the Trust PIERS under Section 12(b) of the Exchange Act, including any amendments thereto;

(v) to negotiate the terms of the Underwriting Agreement providing for the sale of the Trust PIERS and to execute, deliver and perform the Underwriting Agreement on behalf of the Trust; and

(vi) any other actions necessary, incidental, appropriate or convenient to carry out any of the foregoing activities.

(d) Notwithstanding anything herein to the contrary, the Administrative Trustees are authorized and directed to conduct the affairs of the Trust and to operate the Trust so that the Trust will not be deemed to be an “investment company” required to be registered under the Investment Company Act of 1940, as amended, or taxed as other than a grantor trust for United States federal income tax purposes and so that the Convertible Debentures will be treated as indebtedness of the Depositor for United States federal income tax purposes. In this connection, the Depositor and the Administrative Trustees are authorized to take any action, not inconsistent with applicable law, the Certificate of Trust or this Trust Agreement, that each of the Depositor and the Administrative Trustees determines in its discretion to be necessary or desirable for such purposes, as long as such action does not materially and adversely affect the interests of the Holders of the Trust PIERS.

Section 2.08 Assets of Trust . The assets of the Trust shall consist of the Trust Property.

Section 2.09 Title to Trust Property . Legal title to all Trust Property shall be vested at all times in the Property Trustee (in its capacity as such) and shall be held and administered by the Property Trustee for the benefit of the Holders and the Trust in accordance with this Trust Agreement. The right, title and interest of the Property Trustee to the Convertible Debentures shall vest automatically in each Person who may thereafter be appointed as Property Trustee in accordance with the terms hereof. Such vesting and cessation of title shall be effective whether or not conveyancing documents have been executed and delivered.

ARTICLE III

PAYMENT ACCOUNT

Section 3.01 Payment Account.

15

(a) On or prior to the Issue Date, the Property Trustee shall establish the Payment Account. The Property Trustee and an agent of the Property Trustee shall have exclusive control and sole right of withdrawal with respect to the Payment Account for the purpose of making deposits in and withdrawals from the Payment Account in accordance with this Trust Agreement. All monies and other property deposited or held from time to time in the Payment Account shall be held by the Property Trustee in the Payment Account for the exclusive benefit of the Holders and for distribution as herein provided, including (and subject to) any priority of payments provided for herein.

(b) The Property Trustee shall deposit in the Payment Account, promptly upon receipt, all payments of principal or interest (including contingent interest) on, and any other payments or proceeds with respect to, the Convertible Debentures. Amounts held in the Payment Account shall not be invested by the Property Trustee pending distribution thereof.

ARTICLE IV

DISTRIBUTIONS; REDEMPTION; CONVERSION; EXCHANGE

Section 4.01 Distributions.

(a) The Trust Securities represent undivided beneficial interests in the Trust Property. Distributions payable on the Trust Securities shall be fixed at a rate of 4% per annum of the Liquidation Amount of the Trust Securities. Distributions on the Trust Securities shall be cumulative and shall accumulate whether or not there are funds of the Trust available for the payment of Distributions. Distributions shall accumulate from the Issue Date and, except in the event that the Depositor exercises its right to an Extension Period, shall be payable quarterly in arrears on March 15, June 15, September 15 and December 15 of each year, commencing on September 15, 2003. If any date on which Distributions are otherwise payable on the Trust Securities is not a Business Day, then the payment of such Distribution shall be made on the next succeeding day which is a Business Day (and without any interest or other payment in respect of any such delay) except that, if such Business Day is in the next succeeding calendar year, payment of such Distribution shall be made on the immediately preceding Business Day, in each case, with the same force and effect as if made on such date (each such date, a “Distribution Date”).

(b) During any quarterly period from March 15 to June 14, June 15 to September 14, September 15 to December 14 or December 15 to March 14, commencing with the quarterly period beginning June 15, 2009, the Trust will also pay contingent distributions (“Contingent Distributions”) of 0.125% of the average of the Trading Price of the Trust PIERS if the average of such Trading Prices for the five consecutive Trading Days ending on the second Trading Day preceding such quarterly period equals 115% or more of the stated liquidation amount of the Trust PIERS.

(c) Distributions and Contingent Distributions on the Trust Securities shall be made and shall be deemed payable on each Distribution Date only to the extent that payments are made in respect of the Convertible Debentures held by the Property Trustee and to the extent that the Trust has legally and immediately available funds in the Payment Account for the payment of such Distributions and Contingent Distributions.

(d) The amount of Distributions, including Contingent Distributions, payable for any full quarterly period shall be computed on the basis of twelve 30-day months and a 360-day year; and any period shorter than a full quarterly period will be computed on the basis of a 30-day month; and for any period less than a full calendar month, the number of days elapsed in such month. Distributions, including Contingent Distributions, on the Trust Securities on each Distribution Date shall be payable to the Holders thereof as they appear on the Securities Register for the Trust Securities on the relevant

16

record date, which shall be the close of business on (i) the Business Day prior to the relevant Distribution Date if the Trust PIERS are represented by Book-Entry Trust PIERS Certificates or (ii) if the Trust PIERS do not remain in book-entry form and the Convertible Debentures are not in the form of a global certificate, the Depositor will have the right to select record dates, which must be at least one Business Day before an interest payment date on the Convertible Debentures. Distributions, including Contingent Distributions, payable on any Trust Securities that are not punctually paid on any Distribution Date (excluding Distributions that are subject to an Extension Period) will cease to be payable to the person in whose name such Trust Securities are registered on the original record date, and such defaulted Distribution will instead be payable to the person in whose name such Trust Securities are registered on the special record date to be fixed by the Company for the payment of such defaulted Distribution, provided that no special record date shall be less than 10 days prior to the related payment date for such defaulted Distribution or may be paid at any time in any other lawful manner deemed practicable by the Trustee after notice thereof by the Company to the Trustee.

(e) If the Company exercises its rights to an Extension Period with respect to the Convertible Debentures, Distributions (other than Contingent Distributions) on the Trust PIERS shall be deferred for a period equal to the Extension Period. The payment of Contingent Distributions may not, under any circumstances, be subject to an Extension Period.

(f) Interest, including contingent interest, on the Convertible Debentures not paid on the scheduled payment date will accrue and compound quarterly, to the extent permitted by law, at the applicable interest rate, and, as a result, Distributions and Contingent Distributions on the Trust PIERS will accumulate and compound quarterly, to the extent permitted by law, at the applicable Distribution rate.

Section 4.02 Redemption.

(a) On each Redemption Date with respect to the Convertible Debentures, whether at the stated maturity of the Convertible Debentures or upon earlier redemption as provided in the Convertible Debentures and the Subordinated Indenture, including pursuant to a Special Event, the Trust will be required to redeem a Like Amount of Trust Securities at the Redemption Price. Trust Securities shall not be redeemed unless a Like Amount of Convertible Debentures are contemporaneously redeemed in accordance with the Subordinated Indenture. Any notice of redemption will be irrevocable.

(b) Notice of redemption shall be given by the Property Trustee by first-class mail, postage prepaid, mailed not less than 30 nor more than 60 days prior to the Redemption Date to each Holder of Trust Securities to be redeemed, at such Holder’s address appearing in the Securities Register. Notwithstanding the foregoing, the Holders of at least a majority in aggregate Liquidation Amount of the Trust PIERS may agree to reduce the notice period to not less than five days pursuant to Section 10.02(c) hereof. All notices of redemption shall state:

(A) the Redemption Date;

(B) the Redemption Price;

(C) the CUSIP number;

(D) if less than all the Outstanding Trust Securities are to be redeemed, the identification and total Liquidation Amount of the Trust Securities to be redeemed;

17

(E) that on the Redemption Date the Redemption Price will become due and payable upon each such Trust Security to be redeemed and that Distributions thereon will cease to accrue on and after such date, except as provided in Section 4.02(d);

(F) the place where the Trust Securities are to be surrendered for the payment of the Redemption Price; and

(G) the matters set forth in Section 4.03 of the Second Supplemental Indenture to the Subordinated Indenture.

The Trust in issuing the Trust Securities may use “CUSIP” numbers (if then generally in use), and, if so, the Property Trustee shall use “CUSIP” numbers in notices of redemption as a convenience to Holders; provided that any such notice may state that no representation is made as to the correctness of such numbers either as printed on the Trust Securities or as contained in any notice of a redemption and related materials.

(c) The Trust Securities redeemed on each Redemption Date shall be redeemed at the Redemption Price with the proceeds from the contemporaneous redemption of Convertible Debentures. Redemptions of the Trust Securities shall be made and the Redemption Price shall be deemed payable on each Redemption Date only to the extent that the Trust has funds legally and immediately available in the Payment Account for the payment of such Redemption Price.

(d) If the Property Trustee gives a notice of redemption in respect of any Trust PIERS, then, by 12:00 noon New York time, on the Redemption Date, to the extent funds are legally available, the Property Trustee will, so long as the Trust PIERS are in book-entry only form, irrevocably deposit with the Clearing Agency for the Trust PIERS funds sufficient to pay the applicable Redemption Price. If the Trust PIERS are no longer represented by one or more global certificates, the Property Trustee, to the extent funds are legally available, shall irrevocably deposit with the Paying Agent funds sufficient to pay the applicable Redemption Price and will give the Paying Agent irrevocable instructions to pay the Redemption Price to the Holders thereof upon surrender of their Trust PIERS Certificates. Notwithstanding the foregoing, Distributions and Contingent Distributions, if any, payable on or prior to the Redemption Date for any Trust Securities called for redemption shall be payable to the Holders of such Trust Securities as they appear on the Securities Register for the Trust Securities on the relevant record dates for the related Distribution Dates. If notice of redemption shall have been given and funds deposited as required, then upon the date of such deposit, all rights of Holders holding Trust Securities so called for redemption will cease, except (i) the right of such Holders to receive the Redemption Price, but without interest on such Redemption Price; and (ii) the right of the Holders to cause the Conversion Agent to convert the Trust Securities. In addition, (x) such Trust Securities will cease to be Outstanding; (y) the Clearing Agency for the Trust PIERS or its nominee, as the registered Holder of the Book-Entry Trust PIERS Certificate, shall receive a registered global certificate or certificates representing the Convertible Debentures to be delivered upon such Distribution with respect to Trust PIERS held by the Clearing Agency or its nominee; and (z) any Trust Securities Certificates not held by the Clearing Agency for the Trust PIERS or its nominee as specified in clause (y) of this sentence above will be deemed to represent Convertible Debentures having a principal amount equal to the stated Liquidation Amount of the Trust Securities represented thereby and bearing accrued and unpaid interest in an amount equal to the accumulated and unpaid Distributions on such Trust Securities until the Redemption Date. In the event that any date on which any Redemption Price is payable is not a Business Day, then payment of the Redemption Price payable on such date shall be made on the next succeeding day which is a Business Day (and without any Distribution or other payment in respect of any such delay) except that, if such Business Day is in the next succeeding calendar year, payment of such Redemption Price shall be made on the immediately preceding Business Day, in each case, with the same force and effect as if made on

18

such date. In the event that payment of the Redemption Price in respect of Trust Securities is improperly withheld or refused and not paid either by the Trust or by the Depositor pursuant to the Guarantee, Distributions including Contingent Distributions, if any, on such Trust Securities will continue to accrue at the then-applicable rate, from such Redemption Date originally established by the Trust for such Trust PIERS to the date such Redemption Price is actually paid, in which case the actual payment date shall be the date fixed for redemption for purposes of calculating the Redemption Price.

(e) Subject to Section 4.02, if less than all the Outstanding Trust Securities are to be redeemed on a Redemption Date, then the aggregate Liquidation Amount of Trust Securities to be redeemed shall be allocated on a pro rata basis (based on Liquidation Amounts) among the Common Securities and the Trust PIERS. The particular Trust PIERS to be redeemed shall be selected on a pro rata basis (based on Liquidation Amounts) not more than 60 days prior to the Redemption Date by the Property Trustee from the Outstanding Trust PIERS not previously called for redemption, by such method (including, without limitation, by lot) as the Property Trustee shall deem fair and appropriate and which may provide for the selection for a redemption of portions equal to the Liquidation Amount or integral multiple thereof) of the Liquidation Amount of Trust PIERS of a denomination larger than such Liquidation Amount; provided, however, that before undertaking redemption of the Trust PIERS on other than a pro rata basis, the Property Trustee shall have received an Opinion of Counsel that the status of the Trust as a grantor trust for federal income tax purposes would not be adversely affected. The Property Trustee shall promptly notify the Securities Registrar in writing of the Trust PIERS selected for redemption and, in the case of any Trust PIERS selected for partial redemption, the Liquidation Amount thereof to be redeemed. For all purposes of this Trust Agreement, unless the context otherwise requires, all provisions relating to the redemption of Trust PIERS shall relate, in the case of any Trust PIERS redeemed or to be redeemed only in part, to the portion of the Liquidation Amount of Trust PIERS which has been or is to be redeemed.

(f) On or after June 15, 2009, the Depositor shall have the right, upon not less than 30 nor more than 60 days notice, to redeem the Convertible Debentures, in whole or in part, for cash, and following such redemption, a Like Amount of Trust PIERS shall be redeemed by the Trust at the Redemption Price.

(g) If, at any time, a Special Event shall occur and be continuing, the Depositor shall have the right, upon not less than 30 nor more than 60 days’ notice, to redeem the Convertible Debentures, in whole but not in part, for cash within 90 days following the occurrence of such Special Event, and, following such redemption, a Like Amount of Trust PIERS shall be redeemed by the Trust at the Redemption Price.

(h) Subject to the foregoing provisions of Section 4.02 and to applicable law (including, without limitation, United States federal securities laws), the Company or its Affiliates may, at any time and from time to time, purchase outstanding Trust PIERS by tender, in the open market or by private agreement.

Section 4.03 Conversion . The Holders shall have the right at any time upon the occurrence of one or more of the events set forth in the Trust PIERS Certificate and on the dates specified therein (each, a “Conversion Date”), whether at maturity or upon redemption (either at the option of the Depositor or pursuant to a Tax Event or an Investment Company Event), at their option, to cause the Conversion Agent to convert Trust Securities, on behalf of the converting Holders, into shares of the Common Stock in the manner described herein on and subject to the following terms and conditions:

(a) The Trust Securities shall be convertible at the office of the Conversion Agent into fully paid and nonassessable shares of Common Stock pursuant to the Holder’s written direction to

19

the Conversion Agent to exchange such Trust Securities for a portion of the Convertible Debentures theretofore held by the Trust on the basis of one Trust Security per $50 principal amount of Convertible Debentures, and immediately convert such amount of Convertible Debentures into fully paid and nonassessable shares of Common Stock of the Depositor at an initial conversion ratio of 1.2248 shares of Common Stock for each $50 principal amount of Convertible Debentures, subject to certain adjustments set forth in the Subordinated Indenture (as so adjusted from time to time, the “Conversion Ratio”).

(b) In order to exchange Trust Securities for Convertible Debentures and convert such Convertible Debentures into Common Stock, the Holder must submit to the Conversion Agent an irrevocable written notice of conversion in the form provided on the Trust PIERS Certificate (or such other notice which is acceptable to the Depositor) (the “Conversion Request”), together, if the Trust Securities are in certificated form, with such Trust Security Certificates, duly endorsed or assigned to the Company or in blank. The Conversion Request shall (i) set forth the Liquidation Amount of Trust Securities to be converted and the name or names, if other than the Holder, in which the shares of Common Stock should be issued, and (ii) direct the Conversion Agent (A) to exchange such Trust Securities for a Like Amount of the Convertible Debentures held by the Trust, and (B) to immediately convert such Convertible Debentures on behalf of such Holder into Common Stock (at the Conversion Ratio specified in the preceding paragraph). The Conversion Agent shall notify the Trust of the Holder’s election to exchange Trust Securities for a portion of the Convertible Debentures held by the Trust and the Property Trustee, on behalf of the Trust, shall, upon receipt of such notice, deliver to the Conversion Agent the appropriate principal amount of Convertible Debentures for exchange in accordance with this Section 4.03. The Conversion Agent shall thereupon notify the Depositor of the Holder’s election to convert such Convertible Debentures into shares of Common Stock.

(c) Any Trust PIERS or portion thereof surrendered for conversion during the period from the close of business on the record date for any Distribution Date to the close of business on the Business Day next preceding the following Distribution Date shall (unless such Trust PIERS or portion thereof being converted shall have been called for redemption on a Redemption Date which occurs during the period from the close of business on such record date to the close of business on the Business Day next preceding the following Distribution Date) be accompanied by payment, in New York Clearing House funds or other funds acceptable to the Depositor, of an amount equal to the Distributions (including Contingent Distributions, if any) otherwise payable on such Distribution Date on the Liquidation Amount being converted; provided, however, that if notice of redemption of Trust PIERS is mailed or otherwise given to Holders, then, if any Holder converts any Trust PIERS into Common Stock on any date on or after the date on which such notice of prepayment is mailed or otherwise given, and if such date of conversion falls on any day from and including the first day of an Extension Period and on or prior to the Distribution Date upon which such Extension Period ends, such converting Holder shall be entitled to receive either (i) if the date of such conversion falls after a Regular Record Date and on or prior to the next succeeding Distribution Date, all accrued and unpaid interest on such Convertible Debentures (including interest thereon, if any, to the extent permitted by applicable law) to such Distribution Date, or (ii) if the date of such conversion does not fall on a date described in clause (i) above, all accrued and unpaid Distributions (including Contingent Distributions, if any) on such Trust PIERS (including Distributions (including Contingent Distributions, if any) thereon, if any, to the extent permitted by applicable law) to the most recent Distribution Date prior to the date of such conversion, which Distributions (including Contingent Distributions, if any) shall, in either such case, be paid to such converting Trust PIERS unless the date of conversion of such Trust PIERS is on or prior to the Distribution Date upon which such Extension Period ends and after the Regular Record Date for such Distribution Date, in which case Distributions (including Contingent Distributions, if any) shall be paid to the person who was the Holder at the close of business on such regular record date. Except as otherwise set forth above in this paragraph, in the case of any Trust PIERS which is converted, Distributions (including Contingent Distributions, if any) which are payable after the date of conversion of such Trust

20

PIERS shall not be payable, and the Depositor shall not make nor be required to make any other payment, adjustment or allowance with respect to accrued but unpaid Distributions (including Contingent Distributions, if any) on the Trust PIERS being converted. which shall be deemed to be paid in full. Except as provided herein, no payment or other adjustment shall be made for Distributions (including Contingent Distributions, if any) accrued on any Trust PIERS converted or for dividends on any shares issued upon the conversion of such Trust PIERS.

(d) Each Holder of a Trust Security by his acceptance thereof appoints the Bank (in such capacity the “Conversion Agent”) for the purpose of effecting the conversion of Trust Securities in accordance with this Section 4.03. In effecting the conversion and transactions described in this Section 4.03, the Conversion Agent shall be acting as agent of the Holders directing it to effect such conversion transactions. The Conversion Agent is hereby authorized (i) to exchange Trust Securities from time to time for Convertible Debentures held by the Trust in connection with the conversion of such Trust Securities with this Section 4.03, and (ii) to convert all or a portion of the Convertible Debentures into Common Stock and thereupon to deliver such shares of Common Stock in accordance with the provisions of this Section 4.03 and to deliver to the Trust a new Convertible Debenture or Convertible Debentures for any resulting unconverted principal amount.

(e) No fractional shares of Common Stock shall be issued as a result of conversion, but in lieu thereof, such fractional interest shall be paid in cash (based on the last reported sale price of the Common Stock on the Conversion Date) by the Depositor to the Trust, which in turn shall make such payment to the Holder or Holders of Trust Securities so converted.

(f) The Depositor shall at all times reserve and keep available out of its authorized and unissued Common Stock, solely for issuance upon the conversion of the Convertible Debentures, free from any preemptive or other similar rights, such number of shares of Common Stock as shall from time to time be issuable upon the conversion of all of the Convertible Debentures then outstanding. Notwithstanding the foregoing, the Depositor shall be entitled to deliver, upon conversion of Convertible Debentures, shares of Common Stock reacquired and held in the treasury of the Depositor (in lieu of the issuance of authorized and unissued shares of Common Stock), so long as any such treasury shares are free and clear of all liens, charges, security interests or encumbrances. Any shares of Common Stock issued upon conversion of the Convertible Debentures shall be duly authorized, validly issued, fully paid and nonassessable. The Trust shall deliver the shares of Common Stock of the Depositor received upon conversion of the Convertible Debentures to the converting Holder free and clear of all liens, charges, security interests and encumbrances, except for United States withholding taxes.

(g) The Depositor shall pay any and all taxes that may be payable in respect of the issue or delivery of shares of Common Stock on conversion of Convertible Debentures and the delivery of the shares of Common Stock by the Trust upon conversion of the Trust Securities. The Depositor shall not, however, be required to pay any tax that may be payable in respect of any transfer involved in the issue and delivery of shares of Common Stock in a name other than that in which the Trust Securities so converted were registered, and no such issue or delivery shall be made unless and until the person requesting such issue has paid to the Trust the amount of any such tax or has established to the satisfaction of the Trust that has been paid.

(h) Nothing in the preceding Section 4.03 shall limit the requirements of the Trust to withhold taxes pursuant to the terms of the Trust Securities or as set forth in this Trust Agreement or otherwise require the Property Trustee or the Trust to pay any amount on account of such withholdings.

Section 4.04 Offer to Repurchase Upon Change of Control.

21

(a) If a Change of Control occurs, each Holder of Trust PIERS will have the right to exchange all or any portion of such Holder’s Trust PIERS for Convertible Debentures having a principal amount equal to the Liquidation Amount of such Trust PIERS and to simultaneously require the Depositor to repurchase such Convertible Debentures at the price and on the terms specified herein.

(b) If a Change of Control shall occur, the Depositor will offer (the “Change of Control Offer”) a Change of Control payment in cash equal to 100% of the aggregate principal amount of Convertible Debentures repurchased plus accrued and unpaid interest on the Convertible Debentures repurchased, to the date of purchase. Within 30 days following any Change of Control, the Depositor will mail a notice to each Holder of Trust PIERS describing the transaction or transactions that constitute the Change of Control and offering to repurchase Convertible Debentures for which Trust PIERS shall have been exchanged on the Change of Control payment date specified in the notice, which date will be no earlier than 30 days and no later than 60 days from the date such notice is mailed, pursuant to the procedures required hereby and described in such notice. To exercise a repurchase right arising under this Section 4.04, a Holder of the Trust PIERS must deliver, within such 30-day period specified in the Depositor’s notice, irrevocable written notice to the Depositor, the Trust, the Property Trustee and the Exchange Agent of such Holder’s exercise of its repurchase right. The Depositor will comply with the requirements of Rule 14e-1 under the Exchange Act, and any other securities laws and regulations thereunder to the extent those laws and regulations are applicable in connection with the repurchase of the Convertible Debentures as a result of a Change of Control. To the extent that the provisions of any securities laws or regulations conflict with the Change of Control provisions hereof, the Depositor will comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations under this Section 3.01 by virtue of such conflict.

(c) On the Change of Control payment date, the Depositor will, to the extent lawful:

(i) accept for payment all Convertible Debentures or portions of Convertible Debentures properly tendered pursuant to the Change of Control offer;

(ii) deposit with the paying agent an amount equal to the Change of Control Payment in respect of all Convertible Debentures or portions of notes properly tendered; and

(iii) deliver or cause to be delivered to the Trustee the Convertible Debentures properly accepted together with an Officers’ Certificate stating the aggregate principal amount of Convertible Debentures or portions of Convertible Debentures being purchased by the Depositor.

The paying agent will promptly mail to each Holder properly tendered the Change of Control payment for such Trust PIERS converted to Convertible Debentures, and the Trustee will promptly authenticate and mail (or cause to be transferred by book-entry) to each Holder a new Convertible Debenture equal in principal amount to any unpurchased portion of the Convertible Debentures surrendered, if any; provided that each new Convertible Debenture will be in a principal amount of $50 or an integral multiple of $50.

Any Trust PIERS as to which such right is exercised will be exchanged for Convertible Debentures by the Property Trustee on behalf of the Depositor not less than three Business Days prior to the Change of Control payment date, which will not be later than 45 calendar days, after the date of the Change of Control notice.

Section 4.05 Subordination of Common Securities.

22

(a) Payment of Distributions (including Contingent Distributions, if any) on, and the Redemption Price of, the Trust Securities, as applicable, shall be made pro rata based on the Liquidation Amount of the Trust Securities; provided, however, that if on any Distribution Date or Redemption Date an Event of Default shall have occurred and be continuing, no payment of any Distribution (including Contingent Distributions, if any) on, or Redemption Price of, any Common Security, and no other payment on account of the redemption, liquidation or other acquisition of Common Securities, shall be made unless payment in full in cash of all accrued and unpaid Distributions, including Contingent Distributions, if any, on all Outstanding Trust PIERS for all Distribution periods terminating on or prior thereto, or in the case of payment of the Redemption Price the full amount of such Redemption Price on all Outstanding Trust PIERS then called for redemption, shall have been made or provided for, and all funds immediately available to the Property Trustee shall first be applied to the payment in full in cash of all Distributions (including Contingent Distributions, if any) on, or Redemption Price of, Trust PIERS then due and payable.

(b) In the case of the occurrence of any Event of Default, the Holder of Common Securities will be deemed to have waived any such Event of Default under this Trust Agreement until the effect of all such Events of Default with respect to the Trust PIERS have been cured, waived or otherwise eliminated. Until any such Events of Default under this Trust Agreement with respect to the Trust PIERS have been so cured, waived or otherwise eliminated, the Property Trustee shall act solely on behalf of the Holders of the Trust PIERS and not the Holder of the Common Securities, and only the Holders of the Trust PIERS will have the right to direct the Property Trustee to act on their behalf.

Section 4.06 Payment Procedures . Payments in respect of the Trust PIERS shall be made by check mailed to the address of the Person entitled thereto as such address shall appear on the Securities Register or, if the Trust PIERS are held by a Clearing Agency, such Distributions (including Contingent Distributions) shall be made to the Clearing Agency, which shall credit the relevant Persons’ accounts at such Clearing Agency on the applicable Distribution Dates. Payments in respect of the Common Securities shall be made in such manner as shall be mutually agreed between the Property Trustee and the Holder of the Common Securities.

Section 4.07 Tax Returns and Reports . The Administrative Trustee(s) shall prepare (or cause to be prepared), at the Depositor’s expense, and file all United States federal, state and local tax and information returns and reports required to be filed by or in respect of the Trust. The Administrative Trustee(s) shall (a) prepare and file (or cause to be prepared and filed) the appropriate Internal Revenue Service form required to be filed in respect of the Trust in each taxable year of the Trust; and (b) prepare and furnish (or cause to be prepared and furnished) to each Holder the appropriate Internal Revenue Service form required to be furnished to such Holder or the information required to be provided on such form. The Administrative Trustees shall provide the Depositor with a copy of all such returns and reports promptly after such filing or furnishing. The Property Trustee shall comply with United States federal withholding and backup withholding tax laws and information reporting requirements with respect to any payments to the Holders under the Trust Securities.

Section 4.08 [Reserved].

Section 4.09 Payments under the Indenture . Any amount payable hereunder to any Holder of Trust PIERS shall be reduced by the amount of any corresponding payment such Holder has directly received under the Subordinated Indenture pursuant to Section 8.02(ii) of the Second Supplemental Indenture thereto and under Section 8.20 hereof.

Section 4.10 Exchange of Trust PIERS.

23

(a) If at any time the Company or any of its Affiliates is the Holder of any Trust PIERS, the Company and such Affiliate(s) shall have the right to deliver to the Property Trustee all or such portion of their Trust PIERS as they elect and to receive, in exchange therefor, Convertible Debentures in an aggregate principal amount equal to the aggregate stated Liquidation Amount of, with an interest rate identical to the distribution rate of, and accrued and unpaid interest equal to accumulated and unpaid Distributions on, such Trust PIERS. Such election (i) shall be exercisable effective on any Distribution Date by the Company or its Affiliate(s) delivering to the Property Trustee a written notice of such election specifying the aggregate Liquidation Amount of the Trust PIERS with respect to which such election is being made and the Distribution Date on which such exchange shall occur, which Distribution Date shall be not less than ten Business Days after the date of receipt by the Property Trustee of such election notice and (ii) shall be conditioned upon the Company or its Affiliate(s) having delivered or caused to be delivered to the Property Trustee or its designee the Trust PIERS which are the subject of such election by 12:00 p.m. New York City time, on the Distribution Date on which such exchange is to occur. After the exchange, such Trust PIERS will be canceled and will no longer be deemed to be Outstanding and all rights of the Company or its Affiliate(s) with respect to such Trust PIERS will cease.

(b) In the case of an exchange described in (a) above, the Trust will, on the date of such exchange, exchange Convertible Debentures having a principal amount equal to a proportional amount of the aggregate Liquidation Amount of the Outstanding Common Securities based on the ratio of the aggregate Liquidation Amount of the Trust PIERS exchanged pursuant to (a) above divided by the aggregate Liquidation Amount of the Trust PIERS Outstanding immediately prior to such exchange, for such proportional amount of Common Securities held by the Company (which contemporaneously shall be canceled and no longer be deemed to be Outstanding); provided, that the Company delivers or causes to be delivered to the Property Trustee or its designee the required amount of Common Securities to be exchanged by 12:00 p.m. New York City time on the Distribution Date on which such exchange is to occur.

(c) The Property Trustee and any Conversion Agent shall not at any time be under any duty or responsibility to any Holder of Trust Securities to either calculate the Conversion Ratio or determine whether any facts exist which may require any adjustment of the Conversion Ratio, or with respect to the nature or extent or calculation of any such adjustment when made, or with respect to the method employed herein, or in any amendment provided to be employed, in making the same and shall be protected in relying upon an Officers’ Certificate with respect to the same. Neither the Property Trustee nor any Conversion Agent shall be responsible for determining whether any event contemplated by this Trust Agreement has occurred which makes the Trust Securities eligible for conversion until the Depositor has delivered to the Trustee and any Conversion Agent an Officers’ Certificate stating that such event has occurred, on which Certificate the Property Trustee and any such Conversion Agent may conclusively rely, and the Depositor agrees to deliver such Officers’ Certificate to the Property Trustee and any such Conversion Agent immediately after the occurrence of any such event.

ARTICLE V

TRUST SECURITIES CERTIFICATES

Section 5.01 Initial Ownership . Upon the creation of the Trust by the contribution by the Depositor pursuant to Section 2.03 and until the issuance of the Trust Securities, and at any time during which no Trust Securities are Outstanding, the Depositor shall be the sole beneficial owner of the Trust.

Section 5.02 The Trust Securities Certificates . Each of the Trust PIERS Certificate and Common Securities Certificates shall be issued in minimum denominations of the Liquidation Amount and integral multiples of such Liquidation Amount in excess thereof. The Trust Securities Certificates

24

shall be executed on behalf of the Trust by manual or facsimile signature of at least one Administrative Trustee. Trust Securities Certificates bearing the manual or facsimile signatures of individuals who were, at the time when such signatures shall have been affixed, authorized to sign on behalf of the Trust, shall be validly issued and entitled to the benefits of this Trust Agreement, notwithstanding that such individuals or any of them shall have ceased to be so authorized prior to the delivery of such Trust Securities Certificates or did not hold such offices at the date of delivery of such Trust Securities Certificates. A transferee of a Trust Securities Certificate shall become a Holder, and shall be entitled to the rights and subject to the obligations of a Holder hereunder, upon due registration of such Trust Securities Certificate in such transferee’s name pursuant to Section 5.04.

Section 5.03 Execution, Authentication and Delivery of Trust Securities Certificates. (a) On the Issue Date, the Administrative Trustees shall cause Trust Securities Certificates, in an aggregate Liquidation Amount as provided in Sections 2.04 and 2.05, to be executed on behalf of the Trust by at least one of the Administrative Trustees and delivered to or upon the written order of the Depositor signed by its Chairman of the Board, its President or any Vice President, without further corporate action by the Depositor, in authorized denominations.

(b) A Trust PIERS Certificate shall not be valid until authenticated by the manual signature of an authorized signatory of the Property Trustee in substantially the form set forth in Exhibit C hereto. The signature shall be conclusive evidence that the Trust PIERS Certificate has been authenticated under this Trust Agreement. Each Trust PIERS Certificate shall be dated the date of its authentication.

(c) Upon the written order of the Trust signed by one of the Administrative Trustees, the Property Trustee shall authenticate and make available for delivery the Trust PIERS Certificates.

(d) The Property Trustee may appoint an authenticating agent acceptable to the Trust to authenticate the Trust PIERS. An authenticating agent may authenticate Trust PIERS whenever the Property Trustee may do so. Each reference in this Trust Agreement to authentication by the Property Trustee includes authentication by such agent. An authentication agent has the same rights as the Property Trustee to deal with the Depositor or an Affiliate.

Section 5.04 Registration of Transfer and Exchange of Trust PIERS Certificates . The Securities Registrar shall keep or cause to be kept, at the office or agency maintained pursuant to Section 5.09, a Securities Register in which, subject to such reasonable regulations as it may prescribe, the Securities Registrar shall provide for the registration of Trust PIERS Certificates and the Common Securities Certificates (subject to Section 5.12 in the case of the Common Securities Certificates) and registration of transfers and exchanges of Trust PIERS Certificates as herein provided. The Property Trustee shall be the initial Securities Registrar.

Upon surrender for registration of transfer of any Trust PIERS Certificate at the office or agency maintained pursuant to Section 5.09, an Administrative Trustee shall execute on behalf of the Trust by manual or facsimile signature and the Property Trustee shall authenticate and deliver in the name of the designated transferee or transferees one or more new Trust PIERS Certificates in authorized denominations of a like aggregate Liquidation Amount dated the date of execution by such Administrative Trustee or Trustees. The Securities Registrar shall not be required to register the transfer of any Trust PIERS that have been called for redemption. At the option of a Holder, Trust PIERS Certificates may be exchanged for other Trust PIERS Certificates in authorized denominations of the same class and of a like aggregate Liquidation Amount upon surrender of the Trust PIERS Certificates to be exchanged at the office or agency maintained pursuant to Section 5.09.

25

Every Trust PIERS Certificate presented or surrendered for registration of transfer or exchange shall be accompanied by a written instrument of transfer in form satisfactory to the Administrative Trustees and the Securities Registrar duly executed by the Holder or his attorney duly authorized in writing. Each Trust PIERS Certificate surrendered for registration of transfer or exchange shall be canceled and subsequently disposed of by the Securities Registrar in accordance with its customary practice.

No service charge shall be made for any registration of transfer or exchange of Trust PIERS Certificates, but the Securities Registrar may require payment of a sum sufficient to cover any tax or governmental charge that may be imposed in connection with any transfer or exchange of Trust PIERS Certificates.

Section 5.05 Book-Entry PIERS Certificate.

(a) Any Book-Entry Trust PIERS Certificate issued under this Trust Agreement shall be registered in the name of the nominee of the Clearing Agency and delivered to such custodian therefor, and such Book-Entry Trust PIERS Certificate shall constitute a single Trust PIERS for all purposes of this Trust Agreement.

(b) Notwithstanding any other provision in this Trust Agreement, no Book-Entry Trust PIERS Certificate may be exchanged for Trust PIERS registered in the names of persons other than the Clearing Agency or its nominee unless (i) the Clearing Agency notifies the Administrative Trustees that it is unwilling or unable to continue as a depositary for such Book-Entry Trust PIERS Certificate and the Depositor is unable to locate a qualified successor depositary, (ii) the Depositor executes and delivers to the Administrative Trustees a written order stating that it elects to terminate the book-entry system through the Depositary or (iii) there shall have occurred and be continuing a Event of Default.

(c) If a Trust PIERS is to be exchanged in whole or in part for a beneficial interest in a Book-Entry Trust PIERS Certificate, then either (i) such Book-Entry Trust PIERS Certificate shall be so surrendered for exchange or cancellation as provided in this Article V or (ii) the Liquidation Amount thereof shall be reduced or increased by an amount equal to the portion thereof to be so exchanged or canceled, or equal to the Liquidation Amount of such other Trust PIERS to be so exchanged for a beneficial interest therein, as the case may be, by means of an appropriate adjustment made on the records of the Securities Registrar, whereupon the Property Trustee, in accordance with the rules and procedures of the depositary for such Book-Entry Trust PIERS Certificate (the “Applicable Procedures”), shall instruct the Clearing Agency or its authorized representative to make a corresponding adjustment to its records. Upon any such surrender or adjustment of a Book-Entry Trust PIERS Certificate by the Clearing Agency, accompanied by registration instructions, the Administrative Trustees shall execute and the Property Trustee shall deliver any Trust PIERS issuable in exchange for such Book-Entry Trust PIERS Certificate (or any portion thereof) in accordance with the instructions of the Clearing Agency. The Property Trustee shall not be liable for any delay in delivery of such instructions and may conclusively rely on, and shall be fully protected in relying on, such instructions.

(d) Every Trust PIERS executed and delivered upon registration of transfer of, or in exchange for or in lieu of, a Book-Entry Trust PIERS Certificate or any portion thereof, whether pursuant to this Article V or otherwise, shall be executed and delivered in the form of, and shall be, a Book-Entry Trust PIERS Certificate, unless such Book-Entry Trust PIERS Certificate is registered in the name of a Person other than the Clearing Agency for such Book-Entry Trust PIERS Certificate or a nominee thereof.

26

(e) The Clearing Agency or its nominee, as the registered owner of a Book-Entry Trust PIERS Certificate, shall be considered the Holder of the Trust PIERS represented by such Book-Entry Trust PIERS Certificate for all purposes under this Trust Agreement and the Trust PIERS, the owners of beneficial interests in such Book-Entry Trust PIERS Certificate shall hold such interests pursuant to the Applicable Procedures and, except as otherwise provided herein, shall not be entitled to receive physical delivery of any such Trust PIERS in definitive form and shall not be considered the Holders thereof under this Trust Agreement. Accordingly, any such owner’s beneficial interest in the Book-Entry Trust PIERS Certificate shall be shown only on, and the transfer of such interest shall be effected only through, records maintained by the Clearing Agency or its nominee. Neither the Property Trustee, the Securities Registrar nor the Depositor shall have any liability in respect of any transfers effected by the Clearing Agency.

(f) The rights of owners of beneficial interests in a Book-Entry Trust PIERS Certificate shall be exercised only through the Clearing Agency and shall be limited to those established by law and agreements between such owners and the Clearing Agency.

SECTION 5.06 Mutilated, Destroyed, Lost or Stolen Trust Securities Certificates. If (a) any mutilated Trust Securities Certificate shall be surrendered to the Securities Registrar, or if the Securities Registrar shall receive evidence to its satisfaction of the destruction, loss or theft of any Trust Securities Certificate and (b) there shall be delivered to the Securities Registrar and the Administrative Trustees such security or indemnity as may be required by them to hold each of them harmless, then in the absence of notice that such Trust Securities Certificate shall have been acquired by a protected purchaser, the Administrative Trustees or any one of them on behalf of the Trust shall execute and make available for delivery, in exchange for or in lieu of any such mutilated, destroyed, lost or stolen Trust Securities Certificate, a new Trust Securities Certificate of like class, tenor and denomination. In connection with the issuance of any new Trust Securities Certificate under this Section, the Administrative Trustees or the Securities Registrar may require the payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection therewith. Any duplicate Trust Securities Certificate issued pursuant to this Section shall constitute conclusive evidence of an ownership interest in the Trust, as if originally issued, whether or not the lost, stolen or destroyed Trust Securities Certificate shall be found at any time.

SECTION 5.07 Persons Deemed Holders. Prior to due presentation of a Trust Securities Certificate for registration of transfer, the Trustees or the Securities Registrar shall treat the Person in whose name any Trust Securities Certificate shall be registered in the Securities Register as the owner of such Trust Securities Certificate for the purpose of receiving Distributions, including Contingent Distributions, if any (subject to Section 4.01(d)), and for all other purposes whatsoever, and neither the Trustees nor the Securities Registrar shall be bound by any notice to the contrary.

SECTION 5.08 Access to List of Holders’ Names and Addresses. The Administrative Trustees or the Depositor shall furnish or cause to be furnished (unless the Property Trustee or the Depositor is acting as Securities Registrar with respect to the Trust Securities) to (i) the Property Trustee semi-annually, not later than May 1 and November 1 in each year, and (ii) the Property Trustee within 15 days after receipt by any Administrative Trustee of a request therefor from the Property Trustee in writing, a list, in such form as the Property Trustee may reasonably require, of the names and addresses of the Holders as of a date not more than 15 days prior to the time such list is furnished in each case to the extent such information is the possession or control of the Administrative trustees or the Depositor and is not identical to a previously supplied list or has not otherwise been received by the Property Trustee in its capacity as Securities Registrar. The rights of Holders to communicate with other Holders with respect to their rights under this Trust Agreement or under the Trust Securities, and the corresponding rights of the Trustee shall be as provided in the Trust Indenture Act. Each Holder, by receiving and holding a Trust

27

Securities Certificate, shall be deemed to have agreed not to hold either the Depositor, the Administrative Trustees or the Property Trustee accountable by reason of the disclosure of its name and address, regardless of the source from which such information was derived.

Section 5.09 Maintenance of Office or Agency . The Administrative Trustees shall maintain in the Borough of Manhattan, New York, an office or offices or agency or agencies where Trust PIERS Certificates may be surrendered for registration of transfer or exchange and where notices and demands to or upon the Trustees in respect of the Trust Securities Certificates may be served. The Administrative Trustees initially designate the Corporate Trust Office of the Property Trustee, 4 New York Plaza, 15th Floor, New York, New York 10004, as its principal agency for such purposes. The Administrative Trustees shall give prompt written notice to the Depositor and to the Holders of any change in the location of the Securities Register or any such office or agency.

Section 5.10 Appointment of Paying Agent . The Paying Agent shall make Distributions, Contingent Distributions and other payments provided hereby to Holders from the Payment Account and shall report the amounts of such Distributions, Contingent Distributions and payments to the Property Trustee and the Administrative Trustees. Any Paying Agent shall have the revocable power to withdraw funds from the Payment Account for the purpose of making the Distributions, Contingent Distributions and payments provided hereby. The Administrative Trustees may revoke such power and remove the Paying Agent if such Trustees determine in their sole discretion that the Paying Agent shall have failed to perform its obligations under this Agreement in any material respect. The Paying Agent shall initially be the Property Trustee, and it may choose any co-paying agent that is acceptable to the Administrative Trustees and the Depositor. Any Person acting as Paying Agent shall be permitted to resign as Paying Agent upon 30 days written notice to the Administrative Trustees and the Depositor. In the event that a Paying Agent shall resign or be removed, the Administrative Trustees shall appoint a successor that is acceptable to the Depositor to act as Paying Agent (which shall be a bank or trust company). The Administrative Trustees shall cause such successor Paying Agent or any additional Paying Agent appointed by the Administrative Trustees to execute and deliver to the Trustees an instrument in which such successor Paying Agent or additional Paying Agent shall agree with the Trustees that as Paying Agent, such successor Paying Agent or additional Paying Agent will hold all sums, if any, held by it for payment to the Holders in trust for the benefit of the Holders entitled thereto until such sums shall be paid to such Holders. The Paying Agent shall return all unclaimed funds to the Property Trustee and upon removal of a Paying Agent such Paying Agent shall also return all funds in its possession to the Property Trustee. The provisions of Sections 8.01, 8.03 and 8.06 shall apply to the Property Trustee also in its role as Paying Agent, for so long as the Property Trustee shall act as Paying Agent and, to the extent applicable, to any other paying agent appointed hereunder. Any reference in this Agreement to the Paying Agent shall include any co-paying agent unless the context requires otherwise.

Section 5.11 Appointment of Conversion Agent . The Conversion Agent shall convert the Trust Securities of the Holders in accordance with Section 4.03 hereof. The Administrative Trustees may revoke such power and remove the Conversion Agent if such Trustees determine in their sole discretion that the Conversion Agent shall have failed to perform its obligations under this Trust Agreement in any material respect. The Conversion Agent shall initially be the Bank, and any co-paying agent chosen by the Bank, and acceptable to the Administrative Trustees and the Depositor. Any Person acting as Conversion Agent shall be permitted to resign as Conversion Agent upon 30 days written notice to the Administrative Trustees and the Depositor. In the event that the Bank shall no longer be the Conversion Agent or a successor Conversion Agent shall resign or its authority to act shall be revoked, the Administrative Trustees shall appoint a successor that is acceptable to the Depositor to act as Conversion Agent (which shall be a bank or a trust company). The provisions of Sections 8.01, 8.03 and 8.06 of this Trust Agreement shall apply to the Bank also in its role as Conversion Agent, for so long as the Bank shall act as Conversion Agent and, to the extent applicable, to any other conversion agent appointed hereunder,

28

and any Conversion Agent shall be bound by the requirements with respect to conversion agents of securities issued pursuant to the Trust Indenture Act. Any reference in this Trust Agreement to the Conversion Agent shall include any co-paying agent unless the context requires otherwise.

SECTION 5.12 Ownership of Common Securities by Depositor. On the Issue Date, the Depositor shall acquire, and thereafter retain, beneficial and record ownership of the Common Securities. Any attempted transfer of the Common Securities, except for transfers by operation of law or to an Affiliate of the Depositor or a permitted successor pursuant to Section 5.01 of the Subordinated Indenture, shall be void. The Administrative Trustees shall cause each Common Securities Certificate issued to the Depositor to contain a legend stating “THIS CERTIFICATE IS NOT TRANSFERABLE EXCEPT AS PROVIDED IN THE TRUST AGREEMENT REFERRED TO HEREIN”.

SECTION 5.13 Book-Entry Trust PIERS Certificates; Common Securities Certificate.

(a) The Trust PIERS Certificates, upon original issuance, will be issued in the form of a typewritten Trust PIERS Certificate or Certificates representing Book-Entry Trust PIERS Certificates, to be delivered to DTC, the initial Clearing Agency, by, or on behalf of, the Trust. Such Trust PIERS Certificate or Certificates shall initially be registered on the Securities Register in the name of Cede & Co., the nominee of the initial Clearing Agency, and no Owner will receive a definitive Trust PIERS Certificate representing such beneficial owner’s interest in such Trust PIERS, except as provided in Section 5.15. Unless and until Definitive Trust PIERS Certificates have been issued to Owners pursuant to Section 5.15:

(A) the provisions of this Section 5.13(a) shall be in full force and effect;

(B) the Securities Registrar and the Trustees shall be entitled to deal with the Clearing Agency for all purposes of this Trust Agreement relating to the Book-Entry Trust PIERS Certificates (including the payment of principal of and interest on the Book-Entry Trust PIERS and the giving of instructions or directions to Owners of Book-Entry Trust PIERS) as the sole Holder of Book-Entry Trust PIERS and shall have no obligations to the Owners thereof;

(C) to the extent that the provisions of this Section conflict with any other provisions of this Trust Agreement, the provisions of this Section shall control; and

(D) the rights of the Owners of the Book-Entry Trust PIERS Certificates shall be exercised only through the Clearing Agency and shall be limited to those established by law and agreements between such Owners and the Clearing Agency and/or the Clearing Agency Participants. Pursuant to the Certificate Depository Agreement, unless and until Definitive Trust PIERS Certificates are issued pursuant to Section 5.15, the Clearing Agency will make book-entry transfers among the Clearing Agency Participants and receive and transmit payments on the Trust PIERS to such Clearing Agency Participants.

(b) A single Common Securities Certificate representing the Common Securities shall be issued to the Depositor in the form of a definitive Common Securities Certificate.

SECTION 5.14 Notices to Clearing Agency. To the extent a notice or other communication to the Owners is required under this Trust Agreement, unless and until Definitive Trust PIERS Certificates shall have been issued to Owners pursuant to Section 5.15, the Trustees shall give all such notices and

29

communications specified herein to be given to Owners to the Clearing Agency, and shall have no obligations to the Owners.

SECTION 5.15 Definitive Trust PIERS Certificates. If (i) the Depositor advises the Trustees in writing that the Clearing Agency is no longer willing or able to properly discharge its responsibilities with respect to the Trust PIERS Certificates, and the Depositor is unable to locate a qualified successor, or (ii) the Depositor at its option advises the Trustees in writing that it elects to terminate the book-entry system through the Clearing Agency or (iii) there shall have occurred and be continuing an Event of Default, then the Administrative Trustees shall notify the Clearing Agency and Holders of the Trust PIERS. Upon surrender to the Administrative Trustees of the typewritten Trust PIERS Certificate or Certificates representing the Book-Entry Trust PIERS Certificates by the Clearing Agency, accompanied by registration instructions, the Administrative Trustees or any one of them shall execute the Definitive Trust PIERS Certificates in accordance with the instructions of the Clearing Agency. Neither the Securities Registrar nor the Trustees shall be liable for any delay in delivery of such instructions and may conclusively rely on, and shall be protected in relying on, such instructions. Upon the issuance of Definitive Trust PIERS Certificates, the Trustees shall recognize the Holders of the Definitive Trust PIERS Certificates as Holders. The Definitive Trust PIERS Certificates shall be printed, lithographed or engraved or may be produced in any other manner as is reasonably acceptable to the Administrative Trustees, as evidenced by the execution thereof by the Administrative Trustees or any one of them.

SECTION 5.16 Rights of Holders. The legal title to the Trust Property is vested exclusively in the Property Trustee (in its capacity as such) in accordance with Section 2.09, and the Holders shall not have any right or title therein other than the beneficial ownership interest in the assets of the Trust conferred by their Trust Securities, and they shall have no right to call for any partition or division of property, profits or rights of the Trust except as described below. The Trust Securities shall be personal property giving only the rights specifically set forth therein and in this Trust Agreement. The Trust Securities shall have no preemptive or other similar rights and when issued and delivered to Holders against payment of the purchase price therefor, except as otherwise provided in the Expense Agreement and Section 10.01 hereof, will be fully paid and nonassessable by the Trust. Except as otherwise provided in the Expense Agreement and Section 10.01 hereof, the Holders of the Trust Securities shall be entitled to the same limitation of personal liability extended to stockholders of private corporations for profit organized under the General Corporation Law of the State of Delaware.

ARTICLE VI

ACTS OF HOLDERS OF TRUST PIERS; VOTING

SECTION 6.01 Limitations on Voting Rights.

(a) Except as provided in this Trust Agreement, in the Subordinated Indenture, and as otherwise required by law, no Holder of Trust PIERS shall have any right to vote or in any manner otherwise control the administration, operation and management of the Trust or the obligations of the parties hereto, nor shall anything herein set forth, or contained in the terms of the Trust Securities Certificates, be construed so as to constitute the Holders from time to time as partners or members of an association.

(b) So long as any Convertible Debentures are held by the Property Trustee, the Holders of a majority in Liquidation Amount of the Trust PIERS will have the right to direct the time, method and place of conducting any proceeding for any remedy available to the Property Trustee, or executing any trust or power conferred on the Property Trustee with respect to such Convertible Debentures, including the right to direct the Property Trustee to (i) waive any past default which is

30

waivable under the Subordinated Indenture, (ii) exercise the remedies available to it under the Subordinated Indenture as a Holder of the Convertible Debentures or (iii) consent to any amendment, modification or termination of the Subordinated Indenture or the Convertible Debentures, where such consent shall be required, or to any other action, as holder of the Convertible Debentures, under the Subordinated Indenture; provided, however, that if an Event of Default has occurred and is continuing, then Holders of at least 25% of the aggregate liquidation amount of the Trust PIERS may direct the Property Trustee to declare the principal of and premium, if any, and interest (including contingent interest) on the Convertible Debentures due and payable, and further provided, that where a consent or action under the Subordinated Indenture would require the consent or act of Holders of more than a majority of the aggregate principal amount of Convertible Debentures affected thereby, only Holders of the percentage of the aggregate stated Liquidation Amount of the Trust PIERS which is at least equal to the percentage required under the Convertible Debentures Indenture may direct the Property Trustee to give such consent or take such action. The Trustees shall not revoke any action previously authorized or approved by a vote of the Holders of Trust PIERS, except pursuant to a subsequent vote of the Holders of Trust PIERS. The Property Trustee shall notify all Holders of the Trust PIERS of any notice of an Event of Default received from the Indenture Trustee or the Company with respect to the Convertible Debentures. In addition to obtaining the foregoing approvals of the Holders of the Trust PIERS, prior to taking any of the foregoing actions, the Trustees shall, at the expense of the Depositor, obtain an independent Opinion of Counsel to the effect that the Trust will not be classified as other than a grantor trust for United States federal income tax purposes on account of such action and each Holder of the Trust PIERS will be treated as owning an undivided beneficial ownership interest in the Convertible Debentures.

(c) If any proposed amendment to this Trust Agreement provides for, or the Trustees otherwise propose to effect, (i) any action that would adversely affect in any material respect the powers, preferences or special rights of the Trust PIERS, whether by way of amendment to this Trust Agreement or otherwise, or (ii) the dissolution, winding-up or termination of the Trust, other than pursuant to the terms of this Trust Agreement, then the Holders of Outstanding Trust PIERS as a class will be entitled to vote on such amendment or proposal and such amendment or proposal shall not be effective except with the approval of the Holders of at least a majority in Liquidation Amount of the Outstanding Trust PIERS. In addition to obtaining the foregoing approvals of the Holders of the Trust PIERS, prior to taking any of the foregoing actions, the Trustees shall, at the expense of the Depositor, obtain an independent Opinion of Counsel to the effect that the Trust will not be classified as other than a grantor trust for United States federal income tax purposes on account of such action and each Holder of the Trust PIERS will be treated as owning an undivided beneficial ownership interest in the Convertible Debentures.

(d) A Holder may institute a legal proceeding directly against the Depositor under the Guarantee to enforce its rights under the Guarantee without first instituting a legal proceeding against the Guarantee Trustee (as defined in the Guarantee Agreement), the Trust or any Person.

SECTION 6.02 Voting Rights. Holders shall be entitled to one vote for each $50 of Liquidation Amount represented by their Trust Securities in respect of any matter as to which such Holders are entitled to vote.

SECTION 6.03 Holder Action by Written Consent. Any action which may be taken by Holders at a meeting may be taken without a meeting if Holders holding a majority of all outstanding Trust Securities entitled to vote in respect of such action (or such other proportion thereof as shall be required by any express provision of this Trust Agreement) shall consent to the action in writing (based upon their Liquidation Amount).

31

SECTION 6.04 Record Date for Voting and Other Purposes . For the purposes of determining the Holders who are entitled to notice of and to vote at any meeting or by written consent, or for the purpose of any other action, the Administrative Trustees may from time to time fix a date, not more than 90 days prior to the date of any meeting of Holders or other action, as the case may be, as a record date for the determination of the identity of the Holders of record for such purposes.

SECTION 6.05 Acts of Holders.

(a) Any request, demand, authorization, direction, notice, consent, waiver or other action provided or permitted by this Trust Agreement to be given, made or taken by Holders may be embodied in and evidenced by one or more instruments of substantially similar tenor signed by such Holders in person or by an agent appointed in writing; and, except as otherwise expressly provided herein, such action shall become effective when such instrument or instruments are delivered to the Administrative Trustees. Such instrument or instruments (and the action embodied therein and evidenced thereby) are herein sometimes referred to as the “Act” of the Holders signing such instrument or instruments. Proof of execution of any such instrument or of a writing appointing any such agent shall be sufficient for any purpose of this Trust Agreement and (subject to Section 8.01) conclusive in favor of the Trustees, if made in the manner provided in this Section.

(b) The fact and date of the execution by any Person of any such instrument or writing may be proved by the affidavit of a witness of such execution or by a certificate of a notary public or other officer authorized by law to take acknowledgments of deeds, certifying that the individual signing such instrument or writing acknowledged to him the execution thereof. Where such execution is by a signer acting in a capacity other than his individual capacity, such certificate or affidavit shall also constitute sufficient proof of his authority. The fact and date of the execution of any such instrument or writing, or the authority of the Person executing the same, may also be proved in any other manner which the Trustees deem sufficient.

(c) The ownership of Trust PIERS shall be proved by the Securities Register.

(d) Any request, demand, authorization, direction, notice, consent, waiver or other Act of the Holder of any Trust Security shall bind every future Holder of the same Trust Security and the Holder of every Trust Security issued upon the registration of transfer thereof or in exchange therefor or in lieu thereof in respect of anything done, omitted or suffered to be done by the Trustees or the Trust in reliance thereon, whether or not notation of such action is made upon such Trust Security.

(e) Without limiting the foregoing, a Holder entitled hereunder to take any action hereunder with regard to any particular Trust Security may do so with regard to all or any part of the Liquidation Amount of such Trust Security or by one or more duly appointed agents each of which may do so pursuant to such appointment with regard to all or any part of such Liquidation Amount.

(f) If any dispute shall arise between the Holders of Trust Securities and the Administrative Trustees or among such Holders or Trustees with respect to the authenticity, validity or binding nature of any request, demand, authorization, direction, consent, waiver or other Act of such Holder or Trustee under this Article VI, then the determination of such matter by the Property Trustee shall be conclusive with respect to such matter.

SECTION 6.06 Inspection of Records. Upon reasonable notice to the Trustees, the records of the Trust shall be open to inspection by Holders during normal business hours for any purpose reasonably related to such Holder’s interest as a Holder.

32

ARTICLE VII

REPRESENTATIONS AND WARRANTIES

SECTION 7.01 Representations and Warranties of the Bank and the Property Trustee. The Bank and the Property Trustee, each severally on behalf of and as to itself, as of the date hereof, and each successor Property Trustee at the time of the successor Property Trustee’s acceptance of its appointment as Property Trustee hereunder (in the case of a successor Property Trustee, the term “Bank” as used herein shall be deemed to refer to such successor Property Trustee in its separate corporate capacity) hereby represents and warrants (as applicable) for the benefit of the Depositor and the Holders that:

(a) the Bank is a banking corporation duly organized, validly existing and in good standing under the laws of its jurisdiction of incorporation;

(b) the Bank has full corporate power, authority and legal right to execute, deliver and perform its obligations under this Trust Agreement and has taken all necessary action to authorize the execution, delivery and performance by it of this Trust Agreement;

(c) this Trust Agreement has been duly authorized, executed and delivered by the Property Trustee and constitutes the valid and legally binding agreement of the Property Trustee enforceable against it in accordance with its terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors, rights and to general equity principles;

(d) the execution, delivery and performance by the Property Trustee of this Trust Agreement has been duly authorized by all necessary corporate or other action on the part of the Property Trustee and does not require any approval of stockholders of the Bank and such execution, delivery and performance shall not (i) violate the Bank’s charter or by-laws; or (ii) result in the creation of imposition of any Lien on any properties included in the Trust Property pursuant to the provisions of any indenture, mortgage, credit agreement, license or other agreement or instrument to which the Property Trustee or the Bank is a party or by which it is bound; or (iii) violate any law, governmental rule or regulation of the United States or its jurisdiction of incorporation, as the case may be, governing the banking or trust powers of the Bank or the Property Trustee (as appropriate in context) or any order, judgment or decree applicable to the Property Trustee or the Bank;

(e) neither the authorization, execution or delivery by the Property Trustee of this Trust Agreement nor the consummation of any of the transactions by the Property Trustee contemplated herein requires the consent or approval of, the giving of notice by the Bank or the Property Trustee to, the registration by the Bank or the Property Trustee with or the taking of any other action by the Bank or the Property Trustee with respect to any governmental authority or agency under any existing federal law or law of its jurisdiction of incorporation governing the banking or trust powers of the Bank or the Property Trustee; and

(f) the Property Trustee is a Person eligible pursuant to the Trust Indenture Act to act as such and has a combined capital and surplus of at least $50,000.000.

SECTION 7.02 Representations and Warranties of the Delaware Bank and the Delaware Trustee. The Delaware Bank and the Delaware Trustee, each severally on behalf of and as to itself, as of the date hereof, and each successor Delaware Trustee at the time of the successor Delaware Trustee’s acceptance of appointment as Delaware Trustee hereunder (the term “Delaware Bank” being used to refer

33

to such successor Delaware Trustee in its separate corporate capacity), hereby represents and warrants (as applicable) for the benefit of the Depositor and the Holders that:

(a) the Delaware Bank is a national banking association duly organized, validly existing and in good standing under the laws of the United States of America;

(b) the Delaware Bank has full corporate power, authority and legal right to execute, deliver and perform its obligations under this Trust Agreement and has taken all necessary action to authorize the execution, delivery and performance by it of this Trust Agreement;

(c) this Trust Agreement has been duly authorized, executed and delivered by the Delaware Trustee and constitutes the valid and legally binding agreement of the Delaware Trustee enforceable against it in accordance with its terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors, rights and to general equity principles;

(d) the execution, delivery and performance by the Delaware Trustee of this Trust Agreement has been duly authorized by all necessary corporate or other action on the part of the Delaware Trustee and does not require any approval of stockholders of the Delaware Bank and such execution, delivery and performance shall not (i) violate the Delaware Bank’s charter or by-laws; or (ii) violate any law, governmental rule or regulation of the United States or the State of Delaware, as the case may be, governing the banking or trust powers of the Delaware Bank or the Delaware Trustee (as appropriate in context) or any order, judgment or decree applicable to the Delaware Bank or the Delaware Trustee; and

(e) neither the authorization, execution or delivery by the Delaware Trustee of this Trust Agreement nor the consummation of any of the transactions by the Delaware Trustee contemplated herein or therein requires the consent or approval of, the giving of notice by the Delaware Bank or the Delaware Trustee to, the registration by the Delaware Bank or the Delaware Trustee with or the taking of any other action by the Delaware Bank or the Delaware Trustee with respect to any governmental authority or agency under any existing federal law or Delaware law governing the banking or trust powers of the Delaware Bank or the Delaware Trustee.

SECTION 7.03 Representations and Warranties of the Depositor. The Depositor hereby represents and warrants for the benefit of the Holders that:

(a) the Trust Securities Certificates issued on the Closing Date (or Underwriters’ Overallotment Option Closing Date, if applicable,) on behalf of the Trust have been duly authorized and, shall have been duly and validly executed, issued and delivered by the Administrative Trustees, on behalf of the Trust, pursuant to the terms and provisions of, and in accordance with the requirements of, this Trust Agreement and the Holders shall be, as of such date, entitled to the benefits of this Trust Agreement; and

(b) there are no taxes, fees or other governmental charges payable by the Trust (or the Trustees on behalf of the Trust) under the laws of the State of Delaware or any political subdivision thereof in connection with the execution, delivery and performance by the Bank, the Property Trustee or the Delaware Trustee, as the case may be, of this Trust Agreement.

34

ARTICLE VIII

THE TRUSTEES

SECTION 8.01 Certain Duties and Responsibilities.

(a) The rights, duties and responsibilities of the Trustees shall be as provided by this Trust Agreement and, in the case of the Property Trustee, by the Trust Indenture Act. For purposes of Sections 315(a) and 315(c) of the Trust Indenture Act, the term “default” is hereby defined to mean an Event of Default has occurred and is continuing. Notwithstanding the foregoing, no provision of this Trust Agreement shall require the Trustees to expend or risk their own funds or otherwise incur any financial liability in the performance of any of their duties hereunder, or in the exercise of any of their rights or powers, if they shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to them. The Delaware Trustee and the Administrative Trustees shall have no liability under this Trust Agreement except for gross negligence or willful misconduct. The Property Trustee’s shall have no liability under this Trust Agreement except for negligence and willful misconduct. Whether or not therein expressly so provided, every provision of this Trust Agreement relating to the conduct or affecting the liability of or affording protection to the Trustees shall be subject to the provisions of this Section 8.01. To the extent that, at law or in equity, the Delaware Trustee or an Administrative Trustee has duties (including fiduciary duties) and liabilities relating thereto to the Trust or to the Holders, the Delaware Trustee or such Administrative Trustee shall not be liable to the Trust or to any Holder for such Trustee’s good faith reliance on the provisions of this Trust Agreement. The provisions of this Trust Agreement, to the extent that they restrict the duties and liabilities of the Delaware Trustee or the Administrative Trustees otherwise existing at law or in equity, are agreed by the Depositor and the Holders to replace such other duties and liabilities of the Delaware Trustee or the Administrative Trustees, as the case may be.

(b) All payments made by the Property Trustee in respect of the Trust Securities shall be made only from the income and proceeds from the Trust Property and only to the extent that there shall be sufficient income or proceeds from the Trust Property to enable the Property Trustee to make payments in accordance with the terms hereof. Each Holder, by its acceptance of a Trust Security, agrees that it will look solely to the income and proceeds from the Trust Property to the extent available for distribution to it as herein provided and that the Trustees are not personally liable to it for any amount distributable in respect of any Trust Security or for any other liability in respect of any Trust Security. This Section 8.01(b) does not limit the liability of the Trustees expressly set forth elsewhere in this Trust Agreement or, in the case of the Property Trustee, in the Trust Indenture Act.

(c) No provision of this Trust Agreement shall be construed to relieve the Property Trustee from liability for its own negligent action, its own negligent failure to act, or its own willful misconduct, except that:

(i) the Property Trustee shall not be liable for any error of judgment made in good faith by a Responsible Officer of the Property Trustee, unless it shall be proved that the Property Trustee was negligent in ascertaining the pertinent facts;

(ii) the Property Trustee shall not be liable with respect to any action taken or omitted to be taken by it in good faith in accordance with the direction of the Holders of not less than a majority in Liquidation Amount of the Trust Securities relating to the time, method and place of conducting any proceeding for any remedy available to the Property Trustee, or exercising any trust or power conferred upon the Property Trustee under this Trust Agreement;

35

(iii) the Property Trustee’s sole duty with respect to the custody, safe keeping and physical preservation of the Convertible Debentures and the Payment Account shall be to deal with such property in a similar manner as the Property Trustee deals with similar property for its own account, subject to the protections and limitations on liability afforded to the Property Trustee under this Trust Agreement and the Trust Indenture Act;

(iv) the Property Trustee shall not be liable for any interest on any money received by it except as it may otherwise agree with the Depositor and money held by the Property Trustee need not be segregated from other funds held by it except in relation to the Payment Account maintained by the Property Trustee pursuant to Section 3.01 and except to the extent otherwise required by law; and

(v) the Property Trustee shall not be responsible for monitoring the compliance by the Administrative Trustees or the Depositor with their respective duties under this Trust Agreement, nor shall the Property Trustee be liable for the negligence, default or misconduct of the Administrative Trustees or the Depositor.

(vi) no provision of this Trust Agreement shall require the Property Trustee to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder, or in the exercise of any of its rights or powers, if it shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it.

(d) Notwithstanding anything contained in this Trust Agreement to the contrary, the duties and responsibilities of the Property Trustee under this Trust Agreement shall be subject to the protections, exculpations and limitations on liability afforded to an indenture trustee under the provisions of the Trust Indenture Act. For the purposes of Sections 315(b) and 315(d)(2) of the Trust Indenture Act, the term “responsible officer” is hereby defined as a Responsible Officer and the chairman or vice chairman of the board of directors, the president, any vice president, the secretary, any assistant secretary, the treasurer, any assistant treasurer, the cashier, any assistant cashier, any trust officer or assistant trust officer, the controller and any assistant controller of the Property Trustee, or any other officer of the Property Trustee customarily performing functions similar to those performed by a Responsible Officer or any of the above designated officers and also means, with respect to a particular corporate trust matter, any other officer to whom such matter is referred because of his or her knowledge of and familiarity with the particular subject.

(e) Whether or not therein expressly so provided, every provision of this Trust Agreement relating to the conduct or affecting the liability of or affording protection to the Property Trustee shall be subject to the provisions of this Section.

SECTION 8.02 Certain Notices.

(a) Within five Business Days after the occurrence of the any Event of Default actually known to the Property Trustee or, to the extent Section 3.15(b) of the Trust Indenture Act applies, 90 days after the occurrence of any default hereunder known to the Property Trustee, the Property Trustee shall transmit, in the manner and to the extent provided in 313(c) of the Trust Indenture Act, notice of such Event of Default or default to the Holders, the Administrative Trustees and the Depositor, unless such Event of Default shall have been cured or waived. For the purpose of this Section 8.02, the term “default” means any event which is, or after notice or lapse of time or both would become, an Event of Default.

36

(b) Within five Business Days after the receipt of notice of the Depositor’s exercise of its right to defer the payment of interest on the Debentures pursuant to the Indenture, the Property Trustee shall transmit, in the manner and to the extent provided in Section 10.8, notice of such exercise to the Holders and the Administrators, unless such exercise shall have been revoked.

SECTION 8.03 Certain Rights of Property Trustee. Subject to the provisions of Section 8.01 and except as provided by law:

(i) the Property Trustee may rely and shall be protected in acting or refraining from acting in good faith upon any resolution, Opinion of Counsel, certificate, written representation of a Holder or transferee, certificate of auditors or any other certificate, statement, instrument, opinion, report, notice, request, consent, order, appraisal, bond or other paper or document believed by it to be genuine and to have been signed or presented by the proper party or parties;

(ii) if (A) in performing its duties under this Trust Agreement the Property Trustee is required to decide between alternative courses of action, or (B) in construing any of the provisions in this Trust Agreement the Property Trustee finds the same ambiguous or inconsistent with any other provisions contained herein, or (C) the Property Trustee is unsure of the application of any provision of this Trust Agreement, then, except as to any matter as to which the Holders of the Trust PIERS are entitled to vote under the terms of this Trust Agreement, the Property Trustee shall deliver a notice to the Depositor requesting written instructions of the Depositor as to the course of action to be taken. The Property Trustee shall take such action, or refrain from taking such action, as the Property Trustee shall be instructed in writing to take, or to refrain from taking, by the Depositor; provided, however, that if the Property Trustee does not receive such instructions of the Depositor within ten Business Days after it has delivered such notice, or such reasonably shorter period of time set forth in such notice (which to the extent practicable shall not be less than two Business Days), it may, but shall be under no duty to, take or refrain from taking such action not inconsistent with this Trust Agreement as it shall deem advisable and in the best interests of the Holders, in which event the Property Trustee shall have no liability except for its own negligence or willful misconduct;

(iii) the Property Trustee may consult with counsel of its selection and the written advice of such counsel or any Opinion of Counsel shall be full and complete authorization and protection in respect of any action taken, suffered or omitted by it hereunder in good faith and in reliance thereon;

(iv) subject to Section 6.01(b), the Property Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Trust Agreement at the request or direction of any of the Holders pursuant to this Trust Agreement, unless such Holders shall have offered to the Property Trustee security or indemnity reasonably satisfactory to it against the costs, expenses and liabilities which might be incurred by it in compliance with such request or direction; nothing contained herein shall, however, relieve the Property Trustee of the obligation, upon the occurrence of any Event of Default (that has not been cured or waived) to exercise such of the rights and powers vested in it by this Trust Agreement, and to use the same degree of care and skill in their exercise as a prudent person would exercise or use under the circumstances in the conduct of his or her own affairs;

(v) the Property Trustee shall not be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, consent, order, approval, bond or other document, unless requested in writing to do so by one or more Holders;

37

(vi) the Property Trustee may execute any of the trusts or powers hereunder or perform any duties hereunder either directly or by or through its agents or attorneys, provided that the Property Trustee shall be responsible for its own negligence or recklessness with respect to selection of any agent or attorney appointed by it hereunder;

(vii) any request or direction or act of the Depositor mentioned herein or contemplated by this Trust Agreement shall be sufficiently evidenced by an Officers’ Certificate and any resolution of the Board of Directors may be sufficiently evidenced by a Board Resolution;

(viii) whenever in the administration of this Trust Agreement the Property Trustee shall deem it desirable that a matter be proved or established prior to taking, suffering or omitting any action hereunder, the Property Trustee (unless other evidence be herein specifically prescribed) may, in the absence of bad faith on its part, conclusively rely upon an Officers’ Certificate;

(ix) the Property Trustee shall not be liable for any action taken, suffered, or omitted to be taken by it in good faith and reasonably believed by it to be authorized or within the discretion or rights or powers conferred upon it by this Trust Agreement;

(x) the Property Trustee shall not be deemed to have notice or be charged with knowledge of any default or Event of Default unless a Responsible Officer of the Property Trustee shall have received written notice thereof at the Corporate Trust Office of the Property Trustee from the Depositor, any Administrative Trustee, the Indenture Trustee or a Holder or has actual knowledge thereof;

(xi) the rights, privileges, protections, immunities and benefits given to the Property Trustee, including, without limitation, its right to be indemnified, are extended to, and shall be enforceable by, the Property Trustee in each of its capacities hereunder, and each agent, custodian and other Person employed to act hereunder; and

(xii) the Property Trustee shall have no duty to see to any recording, filing or registration of any instrument (including any financing or continuation statement or any filing under tax or securities laws) or any rerecording, refilling or re-registration thereof;

SECTION 8.04 Not Responsible for Recitals or Issuance of Securities. The recitals contained herein and in the Trust Securities Certificates shall be taken as the statements of the Trust, and the Trustees do not assume any responsibility for their correctness. The Trustees shall not be accountable for the use or application by the Trust of the proceeds of the Trust Securities in accordance with Section 2.05.

The Property Trustee may conclusively assume that any funds held by it hereunder are legally available unless an officer of the Property Trustee assigned to its Institutional Trust Services Department shall have received written notice from the Company, any Holder or any other Trustee that such funds are not legally available.

SECTION 8.05 May Hold Securities. Except as provided in the definition of the term “Outstanding” in Article I, any Trustee or any other agent of the Trustees or the Trust, in its individual or any other capacity, may become the owner or pledgee of Trust Securities and may otherwise deal with the Trust with the same rights it would have if it were not a Trustee or such other agent.

SECTION 8.06 Compensation; Fees; Indemnity . The Depositor agrees:

38

(i) to pay to the Trustees from time to time reasonable compensation for all services rendered by the Trustees hereunder (which compensation shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust);

(ii) except as otherwise expressly provided herein, to reimburse the Trustees upon request for all reasonable expenses, disbursements and advances incurred or made by the Trustees in accordance with any provision of this Trust Agreement (including the reasonable compensation and the expenses and disbursements of their agents and counsel), except any such expense, disbursement or advance as may be attributable to their negligence or willful misconduct (or, in the case of the Administrative Trustees or the Delaware Trustee, any such expense, disbursement or advance as may be attributable to its, his or her gross negligence, bad faith or willful misconduct); and

(iii) to indemnify each of the Trustees (and any predecessor Trustees) for, and to hold the Trustees harmless against, any and all loss, damage, claims, liability or expense incurred without gross negligence or willful misconduct on its part arising out of or in connection with the acceptance or administration of this Trust Agreement, including the costs and expenses of defending themselves against any claim or liability in connection with the exercise or performance of any of their powers or duties hereunder except any such expense, disbursement or advance as may be attributable to such Trustee’s gross negligence or willful misconduct (or, in the case of the Administrative Trustees or the Delaware Trustee, any such expense, disbursement or advance as may be attributable to its, his or her gross negligence or willful misconduct).

The provisions of this Section 8.06 shall survive the termination of this Trust Agreement or the resignation or removal of any Trustee.

In addition to and without prejudice to its rights hereunder, when the Property Trustee incurs expenses or renders services after a Bankruptcy Event with respect to the Depositor or the Trust occurs, the expenses and the compensation for the services are intended to constitute expenses of administration under any applicable federal or state bankruptcy, receivership, insolvency or similar law.

No trustee may claim any Lien or charge on any Trust Property as a result of any amount due pursuant to this Section 8.06.

SECTION 8.07 Trustees Required; Eligibility.

(a) There shall at all times be a Property Trustee hereunder with respect to the Trust Securities. The Property Trustee shall be a Person that has a combined capital and surplus of at least $50,000,000. If any such Person publishes reports of condition at least annually, pursuant to law or to the requirements of its supervising or examining authority, then for the purposes of this Section, the combined capital and surplus of such Person shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. If at any time the Property Trustee with respect to the Trust Securities shall cease to be eligible in accordance with the provisions of this Section, it shall resign immediately in the manner and with the effect hereinafter specified in this Article.

(b) There shall at all times be one or more Administrative Trustees hereunder with respect to the Trust Securities. Each Administrative Trustee shall be either a natural person who is at least 21 years of age or a legal entity that shall act through one or more persons authorized to bind such entity.

(c) There shall at all times be a Delaware Trustee with respect to the Trust Securities. The Delaware Trustee shall either be (i) a natural person who is at least 21 years of age and a resident of

39

the State of Delaware or (ii) a legal entity authorized to conduct a trust business and with its principal place of business in the State of Delaware that shall act through one or more persons authorized to bind such entity.

SECTION 8.08 Conflicting Interests . If the Property Trustee has or shall acquire a conflicting interest within the meaning of Section 310(b) of the Trust Indenture Act, the Property Trustee shall either eliminate such interest or resign, to the extent and in the manner provided by, and subject to the provisions of, Section 310(b) of the Trust Indenture Act and this Trust Agreement; provided, however, that there shall be excluded from the operation of Section 310(b)(1) of the Trust Indenture Act (i) the Guarantee and (ii) any indenture or indentures under which other securities or certificates of interest or participation in other securities of the Trust or the Depositor are outstanding if the requirements for such exclusion set forth in Section 310(b)(1) of the Trust Indenture Act are met. Nothing herein shall preclude the Property Trustee from submitting an application or applications contemplated by the second to the last paragraph of Section 310(b) of the Trust Indenture Act.

SECTION 8.09 Co-Trustees and Separate Trustee.

(a) At any time or times, for the purpose of meeting the legal requirements of the Trust Indenture Act or of any jurisdiction in which any part of the Trust Property may at the time be located, the Holder of the Common Securities and the Property Trustee shall have power to appoint, and upon the written request of the Property Trustee, the Depositor shall for such purpose join with the Property Trustee in the execution, delivery and performance of all instruments and agreements necessary or proper to appoint, one or more Persons approved by the Property Trustee either to act as co-trustee, jointly with the Property Trustee, of all or any part of such Trust Property, or to act as separate trustee of any such Trust Property, in either case with such powers as may be provided in the instrument of appointment, and to vest in such Person or Persons in the capacity aforesaid, any property, title, right or power deemed necessary or desirable, subject to the other provisions of this Section. If the Depositor does not join in such appointment within 15 days after the receipt by it of a request so to do, or in case an Event of Default has occurred and is continuing, the Property Trustee alone shall have power to make such appointment. Any co-trustee or separate trustee appointed pursuant to this Section shall satisfy the requirements of Section 8.07.

(b) Should any written instrument from the Depositor be required by any co-trustee or separate trustee so appointed for more fully confirming to such co-trustee or separate trustee such property, title, right, or power, any and all such instruments shall, on request, be executed, acknowledged, and delivered by the Depositor.

(c) Every co-trustee or separate trustee shall, to the extent permitted by law, but to such extent only, be appointed subject to the following terms, namely:

(i) The Trust Securities shall be executed and delivered and all rights, powers, duties, and obligations hereunder in respect of the custody of securities, cash and other personal property held by, or required to be deposited or pledged with, the Trustees hereunder, shall be exercised, solely by the Trustees.

(ii) The rights, powers, duties, and obligations hereby conferred or imposed upon the Property Trustee in respect of any property covered by such appointment shall be conferred or imposed upon and exercised or performed by the Property Trustee or by the Property Trustee and such co-trustee or separate trustee jointly, as shall be provided in the instrument appointing such co-trustee or separate trustee, except to the extent that under any law of any jurisdiction in which any particular act is to be performed, the Property Trustee shall be incompetent or unqualified to

40

perform such act, in which event such rights, powers, duties, and obligations shall be exercised and performed by such co-trustee or separate trustee.

(iii) The Property Trustee at any time, by an instrument in writing executed by it, with the written concurrence of the Depositor, may accept the resignation of or remove any co-trustee or separate trustee appointed under this Section, and, in case an Event of Default has occurred and is continuing, the Property Trustee shall have power to accept the resignation of, or remove, any such co-trustee or separate trustee without the concurrence of the Depositor. Upon the written request of the Property Trustee, the Depositor shall join with the Property Trustee in the execution, delivery, and performance of all instruments and agreements necessary or proper to effectuate such resignation or removal. A successor to any co-trustee or separate trustee so resigned or removed may be appointed in the manner provided in this Section.

(iv) No co-trustee or separate trustee hereunder shall be personally liable by reason of any act or omission of the Property Trustee, or any other such trustee hereunder.

(v) The Trustees shall not be liable by reason of any act of a co-trustee or separate trustee.

(vi) Any Act of Holders delivered to the Property Trustee shall be deemed to have been delivered to each such co-trustee and separate trustee.

SECTION 8.10 Resignation and Removal; Appointment of Successor.

(a) No resignation or removal of any Trustee (the “Relevant Trustee”) and no appointment of a successor Relevant Trustee pursuant to this Article shall become effective until the acceptance of appointment by the successor Relevant Trustee in accordance with the applicable requirements of Section 8.11.

(b) The Relevant Trustee may resign at any time by giving written notice thereof to the Holders. If the instrument of acceptance by a successor Relevant Trustee required by Section 8.11 shall not have been delivered to the Relevant Trustee within 30 days after the giving of such notice of resignation, the resigning Relevant Trustee may petition any court of competent jurisdiction for the appointment of a successor Relevant Trustee.

(c) Unless an Event of Default shall have occurred and be continuing, the Relevant Trustee may be removed at any time by Act of the Holder of the Common Securities. If an Event of Default shall have occurred and be continuing, the Relevant Trustee may be removed at such time by Act of the Holders of a majority in Liquidation Amount of the Trust PIERS, delivered to the Relevant Trustee (in its individual capacity and on behalf of the Trust).

(d) If the Relevant Trustee shall resign, be removed or become incapable of continuing to act as Trustee at a time when no Event of Default shall have occurred and be continuing, the Holder of the Common Securities, by Act of the Holder of the Common Securities delivered to the retiring Relevant Trustee, shall promptly appoint a successor Relevant Trustee or Trustees, and the retiring Relevant Trustee shall comply with the applicable requirements of Section 8.11. If the Relevant Trustee shall resign, be removed or become incapable of continuing to act as the Relevant Trustee at a time when an Event of Default shall have occurred and be continuing, the Holders of Trust PIERS, by Act of the Holders of a majority in Liquidation Amount of the Trust PIERS then outstanding delivered to the retiring Relevant Trustee, shall promptly appoint a successor Relevant Trustee or Trustees, and the Relevant Trustee shall comply with the applicable requirements of Section 8.11. If no successor Relevant

41

Trustee shall have been so appointed in accordance with this Section 8.10 and accepted appointment in the manner required by Section 8.11, any Holder who has been a Holder of Trust Securities for at least six months may, on behalf of himself and all others similarly situated, petition any court of competent jurisdiction for the appointment of a successor Relevant Trustee.

(e) The retiring Relevant Trustee shall give notice of each resignation and each removal of the Relevant Trustee, and each appointment of a successor Trustee to all Holders in the manner provided in Section 10.07 and shall give notice to the Depositor. Each notice shall include the name of the successor Relevant Trustee and the address of its Corporate Trust Office if it is the Property Trustee.

(f) Notwithstanding the foregoing or any other provision of this Trust Agreement, in the event any Administrative Trustee or a Delaware Trustee who is a natural person dies or becomes incompetent or incapacitated, the vacancy created by such death, incompetence or incapacity may be filled by (i) the act of the remaining Administrative Trustee or (ii) otherwise by the Depositor (with the successor in each case being an individual who satisfies the eligibility requirement for Administrative Trustees set forth in Section 8.07). Additionally, notwithstanding the foregoing or any other provision of this Trust Agreement, in the event the Depositor believes that any Administrative Trustee has become incompetent or incapacitated, the Depositor, by notice to the remaining Trustees, may terminate the status of such Person as an Administrative Trustee (in which case the vacancy so created will be filled in accordance with the preceding sentence).

SECTION 8.11 Acceptance of Appointment by Successor.

(a) In case of the appointment hereunder of a successor Relevant Trustee, every such successor Relevant Trustee so appointed shall execute, acknowledge and deliver to the Trust and to the retiring Relevant Trustee an instrument accepting such appointment, and thereupon the resignation or removal of the retiring Relevant Trustee shall become effective and such successor Relevant Trustee, without any further act, deed or conveyance, shall become vested with all the rights, powers, trusts and duties of the retiring Relevant Trustee; but, on the request of the Depositor or the successor Relevant Trustee, such retiring Relevant Trustee shall, upon payment of its charges, execute and deliver an instrument transferring to such successor Relevant Trustee all the rights, powers and trusts of the retiring Relevant Trustee and shall duly assign, transfer and deliver to such successor Relevant Trustee all property and money held by such retiring Relevant Trustee hereunder.

(b) Upon request of any such successor Relevant Trustee, the Trust shall execute any and all instruments for more fully and certainly vesting in and confirming to such successor Relevant Trustee all such rights, powers and trusts referred to in the preceding paragraph.

(c) No successor Relevant Trustee shall accept its appointment unless at the time of such acceptance such successor Relevant Trustee shall be qualified and eligible under this Article.

SECTION 8.12 Merger, Conversion, Consolidation or Succession to Business. Any Person into which the Property Trustee, Delaware Trustee or any Administrative Trustee which is not a natural person may be merged or converted or with which it may be consolidated, or any Person resulting from any merger, conversion or consolidation to which such Relevant Trustee shall be a party, or any Person succeeding to all or substantially all the corporate trust business of such Relevant Trustee, shall be the successor of such Relevant Trustee hereunder, provided such Person shall be otherwise qualified and eligible under this Article, without the execution or filing of any paper or any further act on the part of any of the parties hereto.

42

SECTION 8.13 Preferential Collection of Claims Against Depositor or Trust. If and when the Property Trustee shall be or become a creditor of the Depositor or the Trust (or any other obligor upon the Convertible Debentures or the Trust Securities), the Property Trustee shall be subject to the provisions of the Trust Indenture Act regarding the collection of claims against the Depositor or Trust (or any such other obligor).

SECTION 8.14 Reports by Property Trustee.

(a) Within 60 days after June 1 of each year commencing with June 1, 2004, if required by Section 313(a) of the Trust Indenture Act, the Property Trustee shall transmit a brief report dated as of such June 1 with respect to any of the events specified in such Section 313(a) that may have occurred since the later of the date of this Trust Agreement or the preceding June 1.

(b) The Property Trustee shall transmit to Holders the reports required by Section 313(b) of the Trust Indenture Act at the times specified therein.

(c) Reports pursuant to this Section shall be transmitted in the manner and to the Persons required by Sections 313(c) and (d) of the Trust Indenture Act.

SECTION 8.15 Reports to the Property Trustee . The Depositor and the Administrative Trustees on behalf of the Trust shall provide to the Property Trustee such documents, reports and information as required by Section 314 of the Trust Indenture Act (if any) and the compliance certificate required by Section 314(a)(4) of the Trust Indenture Act in the form and in the manner required by Section 314 of the Trust Indenture Act. Delivery of such documents, reports and information are for information purposes only and the Property Trustee’s receipt of such shall not constitute constructive notice of any information contained therein or determinable from information contained therein, including compliance with any covenants hereunder (as to which the Property Trustee is entitled to rely exclusively on an Officers’ Certificate).

SECTION 8.16 Evidence of Compliance with Conditions Precedent. Each of the Depositor and the Administrative Trustees on behalf of the Trust shall provide to the Property Trustee such evidence of compliance with any conditions precedent, if any, provided for in this Trust Agreement that relate to any of the matters set forth in Section 314(c) of the Trust Indenture Act. Any certificate or opinion required to be given pursuant to Section 314(c)(1) of the Trust Indenture Act shall comply with Section 314(e) of the Trust Indenture Act.

SECTION 8.17 Number of Trustees.

(a) The number of Trustees shall initially be four, provided that the Depositor by written instrument may increase or decrease the number of Administrative Trustees.

(b) If a Trustee ceases to hold office for any reason and the number of Administrative Trustees is not reduced pursuant to Section 8.17(a), or if the number of Trustees is increased pursuant to Section 8.17(a), a vacancy shall occur. The vacancy shall be filled with a Trustee appointed in accordance with Section 8.10.

(c) The death, resignation, retirement, removal, bankruptcy, incompetence or incapacity to perform the duties of a Trustee shall not operate to annul the Trust. Whenever a vacancy in the number of Administrative Trustees shall occur, until such vacancy is filled by the appointment of an Administrative Trustee in accordance with Section 8.10, the Administrative Trustees in office, regardless of their number (and notwithstanding any other provision of this Trust Agreement), shall have all powers

43

granted to the Administrative Trustees and shall discharge the duties imposed upon the Administrative Trustees by this Trust Agreement.

SECTION 8.18 Delegation of Power.

(a) Any Administrative Trustee may, by power of attorney consistent with applicable law, delegate to any other natural person over the age of 21 his or her power for the purpose of executing any documents contemplated in Section 2.07(a)(i), including any registration statement or amendment thereto filed with the Commission, or making any other governmental filing; and

(b) The Administrative Trustees shall have power to delegate from time to time to such of their number the doing of such things and the execution of such instruments either in the name of the Trust or the names of the Administrative Trustees or otherwise as the Administrative Trustees may deem expedient, to the extent such delegation is not prohibited by applicable law or contrary to the provisions of the Trust, as set forth herein.

SECTION 8.19 Voting. Except as otherwise provided in this Trust Agreement, the consent or approval of the Administrative Trustees shall require consent or approval by not less than a majority of the Administrative Trustees, unless there are only two, in which case both must consent.

SECTION 8.20 Enforcement of Rights of Property Trustee by Holders. If an Event of Default occurs and is continuing, then the Holders of Trust PIERS will rely on the enforcement by the Property Trustee of its rights against the Depositor as the holder of the Convertible Debentures. In addition, the Holders of a majority in aggregate Liquidation Amount of the Trust PIERS will have the right to direct the time, method, and place of conducting any proceeding for any remedy available to the Property Trustee or to direct the exercise of any trust or power conferred upon the Property Trustee under this Trust Agreement, including the right to direct the Property Trustee to exercise the remedies available to it as a holder of the Convertible Debentures, provided that such direction shall not be in conflict with any rule of law or with this Trust Agreement, and could not involve the Property Trustee in personal liability in circumstances where reasonable indemnity would not be adequate. If the Property Trustee fails to enforce its rights under the Convertible Debentures, a Holder of Trust PIERS may, to the fullest extent permitted by applicable law, institute a legal proceeding against the Depositor to enforce its rights under this Trust Agreement without first instituting any legal proceeding against the Property Trustee or any other Person, including the Trust; it being understood and intended that no one or more of such Holders shall have any right in any manner whatsoever by virtue of, or by availing of, any provision of this Trust Agreement to affect, disturb or prejudice the rights of any other of such Holders or to obtain or to seek to obtain priority or preference over any other of such Holders or to enforce any right under this Trust Agreement, except in the manner herein provided and for the equal and ratable benefit of all such Holders. Notwithstanding the foregoing, a Holder of Trust PIERS may institute a legal proceeding directly against the Depositor, without first instituting a legal proceeding against or requesting or directing that action be taken by the Property Trustee or any other Person, for enforcement of payment to such Holder of principal of or interest on the Convertible Debentures having a principal amount equal to the aggregate stated liquidation amount of the Trust PIERS of such Holder on or after the due dates therefor specified or provided for in the Convertible Debentures. The Depositor shall be subrogated to all rights of the Holders of Trust PIERS in respect of any amounts paid to such Holders by the Depositor pursuant to this Section 8.20.

44

ARTICLE IX

TERMINATION, LIQUIDATION AND MERGER

SECTION 9.01 Termination Upon Expiration Date. The Trust shall automatically dissolve on June 15, 2033 (the “Expiration Date”) or earlier pursuant to Section 9.02.

SECTION 9.02 Early Termination. Upon the first to occur of any of the following events (such first occurrence, an “Early Termination Event”), the Trust shall be dissolved and terminated in accordance with the terms hereof:

(a) the occurrence of a Bankruptcy Event in respect of, or the dissolution or liquidation of, the Depositor;

(b) the delivery of written direction to the Property Trustee by the Depositor at any time (which direction is optional and wholly within the discretion of the Depositor) to terminate the Trust and distribute the Convertible Debentures to Holders as provided in Section 9.05;

(c) the payment at maturity or redemption of all of the Convertible Debentures, and the consequent payment of the Trust PIERS;

(d) the entrance of an order for dissolution of the Trust shall have been entered by a court of competent jurisdiction;

(e) 90 days after the revocation of the Depositor’s charter, but only if its charter is not reinstated during such 90-day period;

(f) when all of the Trust PIERS shall have been converted in accordance with their terms; and

(g) if prior to the issuance of the Trust Securities, when the Depositor and the Administrative Trustees have consented to such dissolution.

SECTION 9.03 Termination. The respective obligations and responsibilities of the Trust and the Trustees created hereby shall terminate upon the latest to occur of the following: (a) the distribution by the Property Trustee to Holders upon the liquidation of the Trust pursuant to Section 9.05, or upon the redemption of all of the Trust Securities pursuant to Section 4.02, of all amounts or instruments required to be distributed hereunder upon the final payment of the Trust Securities; (b) the payment of any expenses owed by the Trust; and (c) the discharge of all administrative duties of the Administrative Trustees, including the performance of any tax reporting obligations with respect to the Trust or the Holders.

SECTION 9.04 Certificate of Cancellation . A Certificate of Cancellation (“Certificate”) to terminate the Trust (as permitted hereby) may be signed by any Administrative Trustee, individually, in such capacity so long as such Certificate fully complies with all legal requirements.

SECTION 9.05 Liquidation.

(a) If any Early Termination Event specified in clause (a), (b), (d) and (e) of Section 9.02 occurs, the Trust shall be liquidated and the Property Trustee shall distribute the Convertible Debentures to the Holders as provided in this Section 9.05.

45

(b) In connection with a distribution of the Convertible Debentures, each Holder of Trust Securities shall be entitled to receive, after the satisfaction of liabilities to creditors of the Trust (as evidenced by a certificate of the Administrative Trustees), a Like Amount of Convertible Debentures. Notice of liquidation shall be given by the Trustees by first-class mail, postage prepaid, mailed not later than 30 nor more than 60 days prior to the Liquidation Date to each Holder of Trust Securities at such Holder’s address appearing in the Securities Register. All notices of liquidation shall:

(i) state the Liquidation Date;

(ii) state that from and after the Liquidation Date, the Trust Securities will no longer be deemed to be Outstanding and any Trust Securities Certificates not surrendered for exchange will be deemed to represent a Like Amount of Convertible Debentures; and

(iii) provide such information with respect to the mechanics by which Holders may exchange Trust Securities Certificates for Convertible Debentures as the Administrative Trustees or the Property Trustee shall deem appropriate.

(c) In order to effect the liquidation of the Trust and distribution of the Convertible Debentures to Holders, the Property Trustee shall establish a record date for such distribution (which shall be not more than 45 days prior to the Liquidation Date) and, either itself acting as exchange agent or through the appointment of a separate exchange agent, shall establish such procedures as it shall deem appropriate to effect the distribution of Convertible Debentures in exchange for the Outstanding Trust Securities Certificates.

(d) Except where Section 9.02(c), 9.02(f) or 9.05(g) applies, after the Liquidation Date, (i) the Trust Securities will no longer be deemed to be Outstanding, (ii) certificates representing a Like Amount of Convertible Debentures will be issued to Holders of Trust Securities Certificates, upon surrender of such certificates to the Administrative Trustees or their agent for exchange, (iii) any Trust Securities Certificates not so surrendered for exchange will be deemed to represent a Like Amount of Convertible Debentures, accruing interest at the rate provided for in the Convertible Debentures from the last Distribution Date on which a Distribution was made on such Trust Certificates until such certificates are so surrendered (and until such certificates are so surrendered, no payments of interest or principal will be made to Holders of Trust Securities Certificates with respect to such Convertible Debentures) and (iv) all rights of Holders holding Trust Securities will cease, except the right of such Holders to receive Convertible Debentures upon surrender of Trust Securities Certificates.

(e) The Depositor will use its reasonable efforts to have the Convertible Debentures that are distributed in exchange for the Trust PIERS to be listed on such securities exchange as the Trust PIERS are then listed. The Depositor may elect to have the Convertible Debentures issued in book-entry form to the Clearing Agency or its nominee.

(f) In the event that, notwithstanding the other provisions of this Section 9.05, whether because of an order for dissolution entered by a court of competent jurisdiction or otherwise, distribution of the Convertible Debentures in the manner provided herein is determined by the Administrative Trustees not to be practical, in which event the Holders will be entitled to receive out of the assets of the Trust available for distribution to Holders, after satisfaction of liabilities to creditors, an amount equal to the Liquidation Amount per Trust Security plus accrued and unpaid Distributions, including Contingent Distributions, thereon to the date of payment (such amount being the “Liquidation Distribution”). If such Liquidation Distribution can be paid only in part because the Trust has insufficient assets available to pay in full the aggregate Liquidation Distribution, then, subject to the next succeeding sentence, the amounts payable by the Trust on the Trust Securities shall be paid on a pro rata basis (based

46

upon Liquidation Amounts). The Holder of the Common Securities will be entitled to receive Liquidation Distributions upon any such dissolution, winding-up or termination pro rata (determined as aforesaid) with Holders of Trust PIERS, except that, if an Event of Default has occurred and is continuing, the Trust PIERS shall have a priority over the Common Securities.

SECTION 9.06 Mergers and Consolidations of the Trust. The Trust may not consolidate, merge with or into, or be replaced by, or convey, transfer or lease its properties and assets substantially as an entirety to any corporation or other body, except pursuant to Sections 9.02 and 9.05. The Trust may at the request of the Company, with the consent of a majority of the Administrative Trustees and without the consent of the Holders of the Trust Securities, the Delaware Trustee or the Property Trustee, consolidate, merge with or into, or be replaced by, or convey, or lease its properties or assets substantially as an entirety to, another trust organized as such under the laws of any state; provided, that (i) such successor entity either (x) expressly assumes all of the obligations of the Trust with respect to the Trust Securities or (y) substitutes for the Trust PIERS other securities having substantially the same terms as the Trust Securities (herein referred to as the “Successor Securities”) so long as the Successor Securities rank the same as the Trust Securities rank in priority with respect to distributions and payments upon liquidation, redemption and otherwise, (ii) the Depositor expressly appoints a trustee of such successor entity possessing the same powers and duties as the Property Trustee as the holder of legal title to the Convertible Debentures, (iii) the Trust PIERS or any Successor Securities are listed, or any Successor Securities will be listed upon notification of issuance, on any national securities exchange or other organization on which the Trust PIERS are then listed, (iv) such merger, consolidation or replacement does not cause the Trust PIERS (including any Successor Securities) to be downgraded by any nationally recognized rating, agency (v) such merger, consolidation or replacement does not adversely affect the rights, preferences and privileges of the Holders of the Trust Securities (including any Successor Securities) in any material respect, other than with respect to any dilution of the holders’ interest in the new entity, (vi) such successor entity has a purpose substantially identical to that of the Trust, (vii) prior to such merger, consolidation or replacement, the Depositor has received an Opinion of Counsel to the effect that (A) such merger, consolidation or replacement does not adversely affect the rights, preferences and privileges of the Holders of the Trust Securities (including any Successor Securities) in any material respect, other than with respect to any dilution of the Holders’ interest in the new entity, and (B) following such merger, consolidation or replacement, neither the Trust nor such successor entity will be required to register as an investment company under the Investment Company Act of 1940, and (viii) the Depositor guarantees the obligations of such successor entity under the Successor Securities at least to the extent provided by the Guarantee. Notwithstanding the foregoing, the Trust shall not, except with the consent of Holders of 100% in Liquidation Amount of the Trust Securities, consolidate, merge with or into, or be replaced by any other entity or permit any other entity to consolidate, merge with or into, or replace it if, in the opinion of tax counsel, such consolidation, merger or replacement would cause the Trust or the successor entity to be classified as other than a grantor trust for federal income tax purposes.

ARTICLE X

MISCELLANEOUS PROVISIONS

SECTION 10.01 Limitation of Rights of Holders . The death or incapacity of any Person having an interest, beneficial or otherwise, in a Trust Security shall not operate to terminate this Trust Agreement, nor entitle the legal representatives or heirs of such Person or any Holder for such Person, to claim an accounting, take any action or bring any proceeding in and for a partition or winding up of the arrangements contemplated hereby, nor otherwise affect the rights, obligations and liabilities of the parties hereto or any of them.

47

Section 10.02 Amendment.

(a) This Trust Agreement may be amended from time to time by the Property Trustee and the Depositor, without the consent of any Holders, (i) to cure any ambiguity, correct or supplement any provision herein which may be inconsistent with any other provision herein, or to add to the covenants, restrictions or other obligations, or to make any other provisions with respect to matters or questions arising under this Trust Agreement, which shall not be inconsistent with the other provisions of this Trust Agreement, or (ii) to modify, eliminate or add to any provisions of this Trust Agreement to such extent as shall be necessary to ensure that the Trust will not be classified as other than a grantor trust for United States federal income tax purposes at any time that any Trust Securities are outstanding, or to ensure that the Trust will not be required to register as an investment company under the Investment Company Act of 1940, or to conform to any change in the Investment Company Act of 1940 or the Trust Indenture Act or the rules and regulations under either law; provided, however, that, except in the case of clause (i), such action shall not adversely affect in any material respect the interests of any Holder, and any such amendments of this Trust Agreement shall become effective when notice thereof is given to the Holders.

(b) Except as provided in Section 10.02(c) hereof, any provision in this Trust Agreement may be amended by the Trust or the Property Trustee with (i) the consent of Trust Holders representing a majority (based upon Liquidation Amounts) of the Trust Securities then Outstanding and (ii) receipt by the Property Trustee of an Opinion of Counsel to the effect that such amendment or the exercise of any power granted to the Property Trustee in accordance with such amendment will not affect the Trust’s status as a grantor trust for United States federal income tax purposes or the Trust’s exemption from status of an “investment company” under the Investment Company Act of 1940, as amended.

(c) In addition to and notwithstanding any other provision in this Trust Agreement, without the consent of each affected Holder (such consent being obtained in accordance with Section 6.03 or 6.06 hereof), this Trust Agreement may not be amended to (i) reduce the principal amount or the distribution rate or change the payment date or maturity of the Trust PIERS, (ii) restrict the right of a Holder to institute suit for the enforcement of any such payment on or after such date, (iii) change the Holder’s right to have its Trust PIERS exchanged for Convertible Debentures and simultaneously have such Debt Security repurchased upon a Change of Control or (iv) change the right of any Holder of Trust PIERS to convert its Trust PIERS upon the occurrence of the events set forth in Section 4.03 and at the conversion ratio, as adjusted; provided, however, that a majority in aggregate Liquidation Amount may consent to reduce the redemption notice period to not less than five days.

(d) Notwithstanding any other provisions of this Trust Agreement, the Property Trustee shall not enter into or consent to any amendment to this Trust Agreement which would cause the Trust to fail or cease to qualify for the exemption from status of an “investment company” under the Investment Company Act of 1940, or cease to be classified as a grantor trust for United States Federal income tax purposes.

(e) Without the consent of the Depositor, this Trust Agreement may not be amended in a manner which imposes any additional obligation on the Depositor. In executing any amendment permitted by this Trust Agreement, the Property Trustee shall be entitled to receive, and (subject to Section 8.01) shall be fully protected in relying upon an Opinion of Counsel stating that the execution of such amendment is authorized or permitted by this Trust Agreement. Any Property Trustee may, but shall not be obligated to, enter into any such amendment which affects such Property Trustee’s own rights, duties, immunities or liabilities under this Trust Agreement or otherwise.

48

(f) In the event that any amendment to this Trust Agreement is made, the Administrative Trustees shall promptly provide to the Depositor a copy of such amendment.

SECTION 10.03 Separability. In case any provision in this Trust Agreement or in the Trust Securities Certificates shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.

SECTION 10.04 Governing Law . THIS TRUST AGREEMENT AND THE RIGHTS AND OBLIGATIONS OF EACH OF THE HOLDERS, THE TRUST AND THE TRUSTEES WITH RESPECT TO THIS TRUST AGREEMENT AND THE TRUST SECURITIES SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE INTERNAL LAWS OF THE STATE OF DELAWARE.

SECTION 10.05 Successors. This Trust Agreement shall be binding upon and shall inure to the benefit of any successor to both the Trust and the Trustees, including any successor by operation of law.

SECTION 10.06 Headings. The Article and Section headings are for convenience only and shall not affect the construction of this Trust Agreement.

SECTION 10.07 Notice and Demand. Any notice, demand or other communication which by any provision of this Trust Agreement is required or permitted to be given or served to or upon any Holder or the Depositor may be given or served in writing by deposit thereof, first-class postage prepaid, in the United States mail, hand delivery or facsimile transmission, in each case, addressed, (i) in the case of a Holder of Trust PIERS, to such Holder of Trust PIERS as such Holder’s name and address appear on the Securities Register and (ii) in the case of the Common Holder or the Depositor, to Omnicare, Inc., 100 East RiverCenter Boulevard, Covington, Kentucky 41011, Attention: Corporate Secretary, Facsimile No. (859) 392-3360. Such notice, demand or other communication to or upon a Holder shall be deemed to have been sufficiently given or made, for all purposes, upon hand delivery, mailing or transmission.

Any notice, demand or other communication which by any provision of this Trust Agreement is required or permitted to be given or served to or upon the Trust or the Trustees shall be given in writing addressed (until another address is published by the Trust) as follows: (i) with respect to the Property Trustee and the Delaware Trustee, JPMorgan Chase Bank, 4 New York Plaza, 15th Floor, New York, New York 10004, Attention: Institutional Trust Services; Chase Manhattan Bank USA, National Association, 500 Stanton Christiana Road, Building 4 (3rd Floor), Newark, Delaware 19713, Attention: Institutional Trust Services, as the case may be; and (ii) with respect to the Administrative Trustees, to them at the address above for notices to the Depositor, marked Attention: Administrative Trustees of Omnicare Capital Trust I c/o Corporate Secretary. Such notice, demand or other communication to or upon the Trust or the Trustees shall be deemed to have been sufficiently given or made only upon actual receipt of the writing by the applicable Trustee.

SECTION 10.08 Conflict with Trust Indenture Act.

(a) This Trust Agreement is subject to the provisions of the Trust Indenture Act that are required to be part of this Trustee Agreement and shall, to the extent applicable, be governed by such provisions.

(b) The Property Trustee shall be the only Trustee which is a Trustee for the purposes of the Trust Indenture Act.

49

(c) If any provision hereof limits, qualifies or conflicts with another provision hereof which is required to be included in this Trust Agreement by any of the provisions of the Trust Indenture Act, such required provision shall control.

(d) The application of the Trust Indenture Act to this Trust Agreement shall not affect the nature of the Trust Securities as equity securities representing undivided beneficial interests in the assets of the Trust.

THE RECEIPT AND ACCEPTANCE OF A TRUST SECURITY OR ANY INTEREST THEREIN BY OR ON BEHALF OF A HOLDER OR ANY BENEFICIAL OWNER, WITHOUT ANY SIGNATURE OR FURTHER MANIFESTATION OF ASSENT, SHALL CONSTITUTE THE UNCONDITIONAL ACCEPTANCE BY THE HOLDER AND ALL OTHERS HAVING A BENEFICIAL INTEREST IN SUCH TRUST SECURITY OF ALL THE TERMS AND PROVISIONS OF THIS TRUST AGREEMENT AND AGREEMENT TO THE SUBORDINATION PROVISIONS AND OTHER TERMS OF THE GUARANTEE AND THE SUBORDINATED INDENTURE AND THE AGREEMENT OF THE TRUST, SUCH HOLDER AND SUCH OTHERS THAT THOSE TERMS AND PROVISIONS SHALL BE BINDING, OPERATIVE AND EFFECTIVE AS BETWEEN THE TRUST AND SUCH HOLDER AND SUCH OTHERS.

50

IN WITNESS WHEREOF, the parties hereto have executed this Trust Agreement or have caused this Trust Agreement to be executed on their behalf, all as of the day and year first above written.

OMNICARE, INC., as Depositor
By:	/S/    JOEL F. GEMUNDER
	Name:	Joel F. Gemunder
	Title:	President and Chief Executive Officer

JPMORGAN CHASE BANK, as Property Trustee
By:	/S/    WILLIAM G. KEENAN
	Name:	William G. Keenan
	Title:	Vice President

CHASE MANHATTAN BANK USA, NATIONAL ASSOCIATION, as Delaware Trustee
By:	/S/    JOHN J. CASHIN
	Name:	John J. Cashin
	Title:	Vice President

/S/    DAVID W. FROESEL, JR.

David W. Froesel, Jr., as Administrative Trustee

/S/    THOMAS MARSH

Thomas Marsh, as Administrative Trustee

51

EXHIBIT A

EXHIBIT A

THIS CERTIFICATE IS NOT TRANSFERABLE EXCEPT AS PROVIDED IN THE TRUST AGREEMENT REFERRED TO HEREIN

Certificate Evidencing Common Securities

of

Omnicare Capital Trust I

Common Securities

(liquidation amount $50 per Common Security)

Omnicare Capital Trust I, a statutory trust formed under the laws of the State of Delaware (the “Trust”), hereby certifies that              (the “Holder”) is the registered owner of              common securities of the Trust representing undivided beneficial interests in the assets of the Trust designated the Common Securities (Liquidation Amount $50 per Common Security) (the “Common Securities”). Subject to the limitations in Section 9.1 of the Trust Agreement (as defined below), the Common Securities are transferable on the books and records of the Trust, in person or by a duly authorized attorney, upon surrender of this certificate duly endorsed and in proper form for transfer. The designation, rights, privileges, restrictions, preferences and other terms and provisions of the Common Securities represented hereby are issued and shall in all respects be subject to the provisions of the Amended and Restated Trust Agreement of the Trust dated as of June 13, 2003, as the same may be amended from time to time (the “Trust Agreement”). Capitalized terms used but not defined herein shall have the meaning given them in the Trust Agreement. The Depositor will provide a copy of the Trust Agreement, the Guarantee Agreement and the Indenture (including any supplemental indenture) to the Holder without charge upon written request to the Depositor at its principal place of business.

Upon receipt of this certificate, the Holder is bound by the Trust Agreement and is entitled to the benefits thereunder to the extent provided therein.

By acceptance hereof, the Holder agrees to treat, for United States federal income tax purposes, the Debentures as indebtedness and the Common Securities as evidence of indirect beneficial ownership in the Debentures.

IN WITNESS WHEREOF, the Trust has executed this certificate this 13^th day of June, 2003.

Omnicare Capital Trust I
By:
	Name:
	Administrative Trustee

PROPERTY TRUSTEE’S CERTIFICATE OF AUTHENTICATION

This is one of the Common Securities referred to in the within-mentioned Trust Agreement.

Dated: June 13, 2003

JPMorgan Chase Bank, not in its individual capacity but solely as Property Trustee
By:
	Authorized Signatory

A-2

[FORM OF REVERSE OF SECURITY]

Distributions payable on each Trust Common Security will be fixed at a rate per annum of 4.00% (the “Coupon Rate”) of the Liquidation Amount of $50 per Trust Common Security, such rate being the rate of interest payable on the Convertible Debentures to be held by the Property Trustee. Distributions on the Trust Securities on each Distribution Date shall be payable to the Holders thereof as they appear on the Securities Register for the Trust Securities on the relevant record date, which shall be the close of business on (i) the Business Day prior to the relevant Distribution Date if the Trust Common Securities are represented by book-entry certificates or (ii) if the Trust Common Securities are not in book-entry form and the convertible debentures are not in the form of a global certificate, the Depositor will have the right to select record dates, which must be at least one business day before an interest payment date. Distributions payable on any Trust Common Securities that are not punctually paid on any distribution date will cease to be payable to the person in whose name such Trust Common Securities are registered on the original record date, and such defaulted distribution will instead be payable to the person in whose name such Trust Common Securities are registered on the special record date or other specified date determined in accordance with the Trust Agreement. A Distribution is payable only to the extent that payments are made in respect of the Debentures held by the Property Trustee and to the extent the Property Trustee has funds on hand legally available therefor.

Distributions on the Trust Common Securities shall be cumulative and shall accumulate from the date of their original issuance and will be payable quarterly in arrears, on March 15, June 15, September 15 and December 15 of each year, commencing on September 15, 2003, except as otherwise described below. Distributions will be computed on the basis of a 360-day year consisting of twelve 30-day months; any period shorter than a full quarterly period will be computed on the basis of a 30-day month; and for any period less than a full calendar month, the number of days elapsed in such month.

During any quarterly period from March 15 to June 14, June 15 to September 14, September 15 to December 14 or December 15 to March 14, commencing with the quarterly period beginning June 15, 2009, the Trust will also pay contingent distributions (“Contingent Distributions”) of 0.125% of the average of the Trading Price of the Trust PIERS if the average of such Trading Prices for the five consecutive Trading Days ending on the second Trading Day preceding such quarterly period equals 115% or more of the stated liquidation amount of the Trust PIERS.

As long as no event of default has occurred and is continuing under the Indenture, the Depositor has the right under the Indenture to defer payments of interest (other than contingent interest) by extending the interest payment period at any time and from time to time on the Debentures for a period not exceeding 20 consecutive calendar quarterly periods, including the first such quarterly period during such extension period (each an “Extension Period”), provided that no Extension Period shall extend beyond the stated maturity date of the Debentures or any redemption date therefor. As a consequence of such deferral, Distributions (other than Contingent Distributions) will also be deferred. Despite such deferral, quarterly Distributions will continue to accumulate with interest thereon (to the extent permitted by applicable law, but not at a rate exceeding the rate of interest then accruing on the Debentures) at the Coupon Rate compounded quarterly during any such Extension Period. Prior to the termination of any such Extension Period, the Depositor Issuer may further defer payments of interest by further extending such Extension Period; provided that such Extension Period, together with all such previous and further extensions within such Extension Period, may not exceed 20 consecutive quarterly periods, including the first quarterly period during such Extension Period, extend beyond the stated maturity date of the Debentures or any redemption date therefor. Payments of accumulated Distributions will be payable to Holders as they appear on the books and records of the Trust on the first record date after the end of the Extension Period. Upon the termination of any Extension Period and the payment of all amounts then

A-3

due, the Depositor may commence a new Extension Period, subject to the above requirements. The payment of Contingent Distributions may not, under any circumstances, be subject to an Extension Period.

The Property Trustee may, at the direction of the Depositor, at any time liquidate the Trust and cause the Debentures to be distributed to the holders of the Trust Securities in liquidation of the Trust or, simultaneously with any redemption of the Debentures, cause a Like Amount of the Trust Securities to be redeemed by the Trust.

Under certain circumstances, the right of the holders of the Common Securities shall be subordinate to the rights of the holders of the Trust PIERS, as provided in the Trust Agreement.

The Common Securities shall be redeemable as provided in the Trust Agreement.

A-4

ASSIGNMENT

FOR VALUE RECEIVED, the undersigned assigns and transfers this Common Security Certificate to:

(Insert assignee’s social security or tax identification number)

(Insert address and zip code of assignee)

and irrevocably appoints

agent to transfer this Common Security Certificate on the books of the Trust. The agent may substitute another to act for him or her.

Date:                 

Signature:

(Sign exactly as your name appears on the other side of this Common Security Certificate)

Signature Guarantee:*

* Signature must be guaranteed by an “eligible guarantor institution” that is, a bank, stockbroker, savings and loan association or credit union meeting the requirements of the Registrar, which requirements include membership or participation in the Securities Transfer Agents Medallion Program (“STAMP”) or such other “signature guarantee program” as may be determined by the Registrar in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended.

A-5

EXHIBIT B

AGREEMENT AS TO EXPENSES AND LIABILITIES

THIS AGREEMENT AS TO EXPENSES AND LIABILITIES (this “Agreement”) is made as of June 13, 2003, between Omnicare, Inc., a Delaware corporation (the “Company”), and Omnicare Capital Trust I, a Delaware Statutory Trust (the “Trust”).

WHEREAS, the Trust intends to issue its Common Securities (the “Common Securities”) to and receive Convertible Debentures from the Company and to issue and sell Omnicare Capital Trust I 4% Trust PIERS (the “Trust PIERS”) with such powers, preferences and special rights and restrictions as are set forth in the Amended and Restated Trust Agreement of the Trust dated as of June 13, 2003 as the same may be amended from time to time (the “Trust Agreement”); and

WHEREAS, the Company is the issuer of the Convertible Debentures.

NOW, THEREFORE, in consideration of the purchase by each Holder of the Trust PIERS, which purchase the Company hereby agrees shall benefit the Company and which purchase the Company acknowledges will be made in reliance upon the execution and delivery of this Agreement, the Company and the Trust hereby agree as follows:

ARTICLE I

Section 1.01. Guarantee by the Company. Subject to the terms and conditions hereof, the Company hereby irrevocably and unconditionally guarantees to each person or entity to whom the Trust is now or hereafter becomes indebted or liable (the “Beneficiaries”) the full payment, when and as due, of any and all Obligations (as hereinafter defined) to such Beneficiaries. As used herein, “Obligations” means any indebtedness, expenses or liabilities of the Trust, other than obligations of the Trust to pay to Holders of any Trust PIERS or other similar interests in the Trust the amounts due such Holders pursuant to the terms of the Trust PIERS. This Agreement is intended to be for the benefit of, and to be enforceable by, all such Beneficiaries, whether or not such Beneficiaries have received notice hereof.

Section 1.02. Term of Agreement. This Agreement shall terminate and be of no further force and effect upon the date on which there are no Beneficiaries remaining; provided, however, that this Agreement shall continue to be effective or shall be reinstated, as the case may be, if at any time any Holder of Trust PIERS or any Beneficiary must restore payment of any sums paid under the Trust PIERS, under any Obligation, under the Guarantee Agreement dated the date hereof by the Company and JPMorgan Chase Bank, as guarantee trustee, or under this Agreement for any reason whatsoever. Except as set forth in this Section 1.02, this Agreement is continuing, irrevocable, unconditional and absolute.

Section 1.03. Waiver of Notice. The Company hereby waives notice of acceptance of this Agreement and of any Obligation to which it applies or may apply, and the Company hereby waives presentment, demand for payment, protest, notice of nonpayment, notice of dishonor, notice of redemption and all other notices and demands.

Section 1.04. No Impairment. The obligations, covenants, agreements and duties of the Company under this Agreement shall in no way be affected or impaired by reason of the happening from time to time of any of the following:

(a) the extension of time for the payment by the Trust of all or any portion of the Obligations or for the performance of any other obligation under, arising out of, or in connection with, the Obligations;

(b) any failure, omission, delay or lack of diligence on the part of the Beneficiaries to enforce, assert or exercise any right, privilege, power or remedy conferred on the Beneficiaries with respect to the Obligations or any action on the part of the Trust granting indulgence or extension of any kind; or

(c) the voluntary or involuntary liquidation, dissolution, sale of any collateral, receivership, insolvency, bankruptcy, assignment for the benefit of creditors, reorganization, arrangement, composition or readjustment of debt of, or other similar proceedings affecting, the Trust or any of the assets of the Trust.

There shall be no obligation of the Beneficiaries to give notice to, or obtain the consent of, the Company with respect to the happening of any of the foregoing.

Section 1.05. Enforcement. A Beneficiary may enforce this Agreement directly against the Company and the Company waives any right or remedy to require that any action be brought against the Trust or any other person or entity before proceeding against the Company.

Section 1.06. Subrogation. Omnicare shall be subrogated to all rights (if any) of the Trust in respect of any amounts paid to the Beneficiaries by Omnicare under this Agreement; provided, however, that Omnicare shall not (except to the extent required by mandatory provisions of law) be entitled to enforce or exercise any rights which it may acquire by way of subrogation or any indemnity, reimbursement or other agreement, in all cases as a result of payment under this Agreement, if, at the time of any such payment, any amounts are due and unpaid under this Agreement.

ARTICLE II

Section 2.01. Binding Effect. All guarantees and agreements contained in this Agreement shall bind the successors, assigns, receivers, trustees and representatives of the Company and shall inure to the benefit of the Beneficiaries.

Section 2.02. Amendment. So long as there remains any Beneficiary or any Trust PIERS of any series are outstanding, this Agreement shall not be modified or amended in any manner adverse to such Beneficiary or to the Holders of the Trust PIERS.

B-2

Section 2.03. Notices. Any notice, request or other communication required or permitted to be given hereunder shall be given in writing by delivering the same against receipt therefor by facsimile transmission (confirmed by mail), telex or by registered or certified mail, addressed as follows (and if so given, shall be deemed given when mailed or upon receipt of an answer-back, if sent by telex), to-wit:

Omnicare Capital Trust I

c/o Omnicare, Inc.

100 East RiverCenter Boulevard

Covington, Kentucky 41011

Facsimile No.: 859-392-3360

Attention: Secretary

Omnicare, Inc.

100 East RiverCenter Boulevard

Covington, Kentucky 41011

Facsimile No.: 859-392-3360

Attention: Secretary

Section 2.04. Counterparts. This Agreement may be executed in any number of counterparts and by the parties hereto in separate counterparts, each of which when so executed shall be deemed to be an original and all of which taken together shall constitute one and the same agreement.

Section 2.05. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.

THIS AGREEMENT is executed as of the date and year first above written.

OMNICARE, INC.
By:
	Joel F. Gemunder President and Chief Executive Officer

OMNICARE CAPITAL TRUST I
By:
	David W. Froesel, Jr., as Administrative Trustee

B-3

EXHIBIT C

EXHIBIT C

EXHIBIT C FORM OF TRUST PREFERRED EQUITY INCOME REDEEMABLE SECURITIES

CERTIFICATE

[FORM OF FACE OF SECURITY]

[Include the following legend if the Trust PIERS is in global form and The Depository Trust Company is the Depositary]

[UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]

Certificate Number	Aggregate                             Liquidation
	Amount:

CUSIP NO.

Certificate Evidencing Trust Preferred Equity Income Redeemable Securities

of

Omnicare Capital Trust I

Trust Preferred Equity Income Redeemable Securities

(liquidation amount $50 per Preferred Security)

Omnicare Capital Trust I, a statutory trust created under the laws of the State of Delaware (the “Trust”), hereby certifies that              (the “Holder”) is the registered owner of [$             in aggregate liquidation amount of Trust Preferred Equity Income Redeemable Securities of the Trust]⁽¹⁾ [the aggregate Liquidation Amount of Trust Preferred Equity Income Redeemable Securities of the Trust specified in Schedule A hereto]⁽²⁾ representing undivided beneficial interests in the assets of the Trust designated the Trust Preferred Equity Income Redeemable Securities (Liquidation Amount $50 per Trust PIERS) (the “Trust PIERS”). Subject to the Trust Agreement (as defined below), the Trust PIERS are transferable on the books and records of the Trust, in person or by a duly authorized attorney, upon surrender of this certificate duly endorsed and in proper form for transfer. The designation, rights, privileges, restrictions, preferences and other terms and provisions of the Trust PIERS represented hereby are issued and shall in all respects be subject to the provisions of the Amended and Restated Trust Agreement of the Trust dated as of June 13, 2003, as the same may be amended from time to time (the “Trust Agreement”). Capitalized terms used but not defined herein shall have the meaning given them in the Trust Agreement. The Depositor will provide a copy of the Trust Agreement, the Guarantee Agreement and the Indenture (including any supplemental indenture) to the Holder without charge upon written request to the Trust at its principal place of business.

Upon receipt of this certificate, the Holder is bound by the Trust Agreement and is entitled to the benefits thereunder and to the benefits of the Guarantee Agreement to the extent provided therein.

[Include the following bracketed language if the Trust PIERS is in global form.]

[The aggregate principal amount of the Trust PIERS in global form represented hereby may from time to time be reduced to reflect conversions or redemptions of a part of this Trust PIERS in global form or cancellations of a part of this Trust PIERS in global form, in each case, and in any such case, by means of notations on the Global Certificate Transfer Schedule on the last page hereof. Notwithstanding any provision of this Trust PIERS to the contrary, conversions or redemptions of a part of this Trust PIERS in global form and cancellations of a part of this Trust PIERS in global form, may be effected without the surrendering of this Trust PIERS in global form, provided that appropriate notations on the Schedule of

¹ Insert in Certificated Trust PIERS only.

² Insert in Global Trust PIERS only.

C-2

Exchanges, Conversions, Redemptions, Cancellations and Transfers are made by the Property Trustee or the Clearing Agency at the direction of the Property Trustee, to reflect the appropriate reduction or increase, as the case may be, in the aggregate liquidation amount of this Trust PIERS in a global form resulting therefrom or as a consequence thereof.]

By acceptance hereof, the Holder agrees to treat, for United States federal income tax purposes, the Debentures as indebtedness and the Trust PIERS as evidence of indirect beneficial ownership in the Debentures.

C-3

IN WITNESS WHEREOF, the Trust has executed this certificate this 13^th day of June, 2003.

Omnicare Capital Trust I
By:
	Name: Administrative Trustee

PROPERTY TRUSTEE’S CERTIFICATE OF AUTHENTICATION

This is one of the Trust PIERS referred to in the within-mentioned Trust Agreement.

Dated:  June 13, 2003

JPMorgan Chase Bank, not in its individual capacity but solely as Property Trustee
By:
	Authorized Signatory

C-4

[FORM OF REVERSE OF SECURITY]

Distributions payable on each Trust PIERS will be fixed at a rate per annum of 4.00% (the “Coupon Rate”) of the liquidation amount of $50 per Trust PIERS, such rate being the rate of interest payable on the Convertible Debentures to be held by the Property Trustee. Distributions on the Trust Securities on each Distribution Date shall be payable to the Holders thereof as they appear on the Securities Register for the Trust Securities on the relevant record date, which shall be the close of business on (i) the Business Day prior to the relevant Distribution Date if the Trust PIERS are represented by Book-Entry Trust PIERS Certificates or (ii) if the Trust PIERS do not remain in book-entry form and the convertible debentures are not in the form of a global certificate, the Depositor will have the right to select record dates, which must be at least one business day before an interest payment date. Distributions payable on any Trust PIERS that are not punctually paid on any distribution date will cease to be payable to the person in whose name such Trust PIERS are registered on the original record date, and such defaulted distribution will instead be payable to the person in whose name such Trust PIERS are registered on the special record date or other specified date determined in accordance with the Trust Agreement. A Distribution is payable only to the extent that payments are made in respect of the Debentures held by the Property Trustee and to the extent the Property Trustee has funds on hand legally available therefor.

Distributions on the Trust PIERS shall be cumulative and shall accumulate from the date of their original issuance and will be payable quarterly in arrears, on March 15, June 15, September 15 and December 15 of each year, commencing on September 15, 2003, except as otherwise described below. Distributions will be computed on the basis of a 360-day year consisting of twelve 30-day months; any period shorter than a full quarterly period will be computed on the basis of a 30-day month; and for any period less than a full calendar month, the number of days elapsed in such month.

During any quarterly period from March 15 to June 14, June 15 to September 14, September 15 to December 14 or December 15 to March 14, commencing with the quarterly period beginning June 15, 2009, the Trust will also pay contingent distributions (“Contingent Distributions”) of 0.125% of the average of the Trading Price of the Trust PIERS if the average of such Trading Prices for the five consecutive Trading Days ending on the second Trading Day preceding such quarterly period equals 115% or more of the stated liquidation amount of the Trust PIERS.

As long as no event of default has occurred and is continuing under the Indenture, the Depositor has the right under the Indenture to defer payments of interest (other than contingent interest) by extending the interest payment period at any time and from time to time on the Debentures for a period not exceeding 20 consecutive calendar quarterly periods, including the first such quarterly period during such extension period (each an “Extension Period”), provided that no Extension Period shall extend beyond the stated maturity date of the Debentures or any redemption date therefor. As a consequence of such deferral, Distributions (other than Contingent Distributions) will also be deferred. Despite such deferral, quarterly Distributions will continue to accumulate with interest thereon (to the extent permitted by applicable law, but not at a rate exceeding the rate of interest then accruing on the Debentures) at the Coupon Rate compounded quarterly during any such Extension Period. Prior to the termination of any such Extension Period, the Depositor Issuer may further defer payments of interest by further extending such Extension Period; provided that such Extension Period, together with all such previous and further extensions within such Extension Period, may not exceed 20 consecutive quarterly periods, including the first quarterly period during such Extension Period, extend beyond the stated maturity date of the Debentures or any redemption date therefor. Payments of accumulated Distributions will be payable to Holders as they appear on the books and records of the Trust on the first record date after the end of the Extension Period. Upon the termination of any Extension Period and the payment of all amounts then

C-5

due, the Depositor may commence a new Extension Period, subject to the above requirements. The payment of Contingent Distributions may not, under any circumstances, be subject to an Extension Period.

The Property Trustee may, at the direction of the Depositor, at any time liquidate the Trust and cause the Convertible Debentures to be distributed to the holders of the Trust Securities in liquidation of the Trust or, simultaneously with any redemption of the Convertible Debentures, cause a Like Amount of the Trust Securities to be redeemed by the Trust.

The Trust PIERS shall be redeemable as provided in the Trust Agreement. If a Change of Control occurs, each holder of Trust PIERS will have the right to require the Depositor to purchase all or any part of that Holder’s Trust PIERS at a purchase price equal to 100% of the Trust PIERS repurchased plus accrued and unpaid Distributions, including Contingent Distributions, if any, on the Trust PIERS repurchased, to the date of purchase on the terms and conditions set forth in the Trust Agreement.

SUBJECT TO AND UPON COMPLIANCE WITH THE PROVISIONS OF THE TRUST AGREEMENT, THE TRUST PIERS ARE CONVERTIBLE, AT THE OPTION OF THE HOLDER, AT ANY TIME ON AND AFTER THE OCCURRENCE OF ANY OF THE EVENTS DESCRIBED BELOW, AND BEFORE 5:00 PM, NEW YORK, NEW YORK TIME, ON THE BUSINESS DAY IMMEDIATELY PRECEDING THE DATE OF REPAYMENT OF SUCH TRUST PIERS, WHETHER AT STATED MATURITY OR UPON REDEMPTION, INTO FULLY PAID AND NONASSESSABLE SHARES OF COMMON STOCK AT AN INITIAL CONVERSION RATIO OF 1.2248 SHARES OF COMMON STOCK FOR EACH $50 IN AGGREGATE PRINCIPAL AMOUNT OF TRUST PIERS SUBJECT TO ADJUSTMENT. A HOLDER MAY CONVERT ANY PORTION OF THE LIQUIDATION AMOUNT OF THE TRUST PIERS INTO THAT NUMBER OF FULLY PAID AND NONASSESSABLE SHARES OF COMMON STOCK (CALCULATED AS TO EACH CONVERSION TO THE NEAREST  ¹/100^TH OF A SHARE) OBTAINED BY MULTIPLYING (X) THE QUOTIENT OBTAINED BY DIVIDING THE LIQUIDATION AMOUNT OF THE TRUST PIERS TO BE CONVERTED BY $50 BY (Y) THE CONVERSION RATIO. UPON ANY EXERCISE OF SUCH CONVERSION RIGHT, THE CONVERSION AGENT SHALL EXCHANGE THE TRUST PIERS TO BE CONVERTED INTO CONVERTIBLE DEBENTURES ON THE BASIS OF ONE TRUST PIERS PER $50 PRINCIPAL AMOUNT OF CONVERTIBLE DEBENTURES, AND IMMEDIATELY CONVERT SUCH AMOUNT OF CONVERTIBLE DEBENTURES INTO SHARES OF COMMON STOCK IN AN AMOUNT DETERMINED AS DESCRIBED IN THIS PARAGRAPH.

A Holder’s right to convert its Trust PIERS will arise only upon the occurrence of any of the following:

Conversion Rights Based on Common Stock Price. If, as of the last day of any calendar quarter beginning with the quarter ending September 30, 2003, the Closing Sale Price of the Common Stock on each of at least 20 Trading Days in a period of 30 consecutive Trading Days ending on the last Trading Day of such quarter is more than 130% of the Conversion Price in effect on the last day of such calendar quarter, then on and after the first day of the following calendar quarter (and only during such following calendar quarter), Holders may surrender their Trust PIERS for conversion into shares of Common Stock at any time at their option until 5:00 p.m., New York, New York time, on the Business Day immediately preceding the Stated Maturity or earlier Redemption Date.

Conversion Rights Based on Notice of Redemption. A Holder may surrender for conversion a Trust PIERS that has been called for redemption at any time prior to 5:00 p.m., New

C-6

York, New York time, on the day that is two Business Days immediately preceding the date of redemption, even if such Trust PIERS is not otherwise convertible at that time.

Conversion Rights Based on Trust PIERS Trading Price. Holders may also surrender a Trust PIERS for conversion during the five-Business-Day period following any 10-consecutive-Trading-Day period in which the average of the Trading Prices for the Trust PIERS for such 10-Trading-Day period is less than a Specified Trigger Percentage (as defined below) of the average of the Conversion Values for the Trust PIERS for each day during such period. The “Specified Trigger Percentage” shall be 105% for any 10-Trading-Day period that ends before June 15, 2028 and 98% for any 10-Trading-Day period ending on or after that date.

Conversion Rights Based on Occurrence of Certain Corporate Transactions.

If:

(a) the Company shall distribute to all holders of its Common Stock rights or warrants entitling such holders to subscribe for or purchase, for a period expiring within 60 days of the date of any such distribution, Common Stock at a price per share less than the Trading Price of the Common Stock on the Trading Day immediately preceding the date of the announcement of such distribution;

(b) the Company elects to distribute to all holders of its Common Stock cash or other assets, debt securities or rights or warrants to purchase its securities, which distribution has a per share value (as determined by the Company’s Board of Directors) exceeding 10% of the Trading Price of Common Stock on the Business Day preceding the declaration date for the distribution; or

(c) a Change of Control would have occurred but holders of Trust PIERS do not have the right to require the Company to repurchase their Trust PIERS as a result of such Change of Control because either (1) the trading price of Common Stock during the period described in clause (x) of the definition of “Change of Control” set forth in the Indenture equals or exceeds the level specified in such definition or (2) the consideration received in such Change of Control consists of common stock that is freely tradable and the Trust PIERS become convertible into such common stock (as described in clause (y) of the definition of “Change of Control” set forth in the Trust Agreement),

then the Company shall be required to notify the Holders of the Trust PIERS at least 20 days prior to the ex-dividend date for the distribution or within 30 days of the occurrence of the Change of Control, as the case may be. Once the Company has given such notice, Holders may surrender their Trust PIERS for conversion at any time until either (a) the earlier of the close of business on the Business Day immediately prior to the ex-dividend date and the date on which the Company announces that the distribution will not take place, in the case of a distribution or (b) 30 days after the date of the Change of Control notice, in the case of a Change of Control. A Holder will not have the right to convert Trust PIERS as a result of a distribution if the Holder has rights to participate, or will have such rights, in the distribution without conversion.

C-7

In addition, if the Depositor is party to a consolidation, merger or binding share exchange pursuant to which Common Stock will be converted into cash, securities or other property, or if the Company sells, transfers or leases all or substantially all of its assets (each of which is referred to herein as a “Business Consolidation Transaction”), a Holder may convert Trust PIERS at any time from and after the date which is 15 days prior to the anticipated effective date of such Business Consolidation Transaction until 15 days after the effective date of such Business Consolidation Transaction. At and after the effective time of a Business Consolidation Transaction, the right to convert a Convertible Debenture into Common Stock will be changed into a right to convert the Convertible Debenture into the kind and amount of cash, securities or other property which the Holder would have received if the Holder had converted such Convertible Debenture into Common Stock immediately prior to the Business Consolidation Transaction. Such adjustment would be made assuming the Holders did not exercise any rights of election as to the kind or amount of consideration receivable. The Company shall not become a party to any such transaction unless its terms are consistent with the conversion rights described in this paragraph.

A Holder may not exercise conversion rights in respect of any Trust PIERS in respect of which such Holder is exercising its option to require redemption upon a Change of Control pursuant to Section 3.01 of the Second Supplemental Indenture to the Subordinated Indenture. The Trust PIERS shall be subject to the further provisions relating to conversion set forth in the Trust Agreement and the Subordinated Indenture.

C-8

CONVERSION REQUEST

To: JP Morgan Chase Bank,

as Property Trustee of

Omnicare Capital Trust I

The undersigned owner of these Trust PIERS hereby irrevocably exercises the option to convert these Trust PIERS, or the portion below designated, into Common Stock (as such term is defined in the Indenture, dated June 13, 2003, between Omnicare, Inc. and SunTrust Bank, as Trustee, as supplemented by the Second Supplemental Indenture, dated June 13, 2003 (the “Indenture”) in accordance with the terms of the Indenture and the Amended and Restated Trust Agreement (as amended from time to time, the “Trust Agreement”), dated as of June 13, 2003, by David W. Froesel, Jr. and Thomas Marsh, as Administrative Trustees, Chase Manhattan Bank USA, National Association, as Delaware Trustee, JPMorgan Chase Bank, as Property Trustee, Omnicare, Inc., as Depositor, and by the Holders, from time to time, of undivided beneficial interests in the assets of the Trust to be issued pursuant to the Trust Agreement. Pursuant to the aforementioned exercise of the option to convert these Trust PIERS, the undersigned hereby directs the Conversion Agent (as that term is defined in the Trust Agreement) to (i) exchange such Trust PIERS for a portion of the Convertible Debentures (as that term is defined in the Trust Agreement) held by the Trust (at the rate of exchange specified in Trust Agreement and the Indenture) and (ii) immediately convert such Convertible Debentures on behalf of the undersigned, into Common Stock (at the Conversion Ratio as set forth in the Terms Agreement and the Indenture).

The undersigned does also hereby direct the Conversion Agent that the shares issuable and deliverable upon conversion, together with any check in payment for fractional shares, be issued in the name of and delivered to the undersigned, unless a different name has been indicated in the assignment below. If shares are to be issued in the name of a person other than the undersigned, the undersigned will pay all transfer taxes payable with respect thereto.

Date:                     

Number of Trust PIERS to be converted:                     

If a name or names other than the undersigned, please indicate in the spaces below the name or names in which the shares of Common Stock are to be issued, along with the address or addresses of such person or persons.

(Sign exactly as your name appears on the other side of this Trust PIERS certificate) (for conversion of definitive Trust PIERS only)

Please print or Typewrite Name and Address, Including Zip Code, and Social Security or Other Identifying Number.

C-9

Signature Guarantee:*                                                      

* Signature must be guaranteed by an “eligible guarantor institution” that is, a bank, stockbroker, savings and loan association or credit union meeting the requirements of the Registrar, which requirements include membership or participation in the Securities Transfer Agents Medallion Program (“STAMP”) or such other “signature guarantee program” as may be determined by the Registrar in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended.

C-10

ASSIGNMENT

FOR VALUE RECEIVED, the undersigned assigns and transfers this Trust PIERS Certificate to:

(Insert assignee’s social security or tax identification number)

(Insert address and zip code of assignee)

and irrevocably appoints

agent to transfer this Trust PIERS Certificate on the books of the Trust. The agent may substitute another to act for him or her.

Date:                                                      

Signature:

(Sign exactly as your name appears on the other side of this Trust PIERS Certificate)

Signature Guarantee:*

* Signature must be guaranteed by an “eligible guarantor institution” that is, a bank, stockbroker, savings and loan association or credit union meeting the requirements of the Registrar, which requirements include membership or participation in the Securities Transfer Agents Medallion Program (“STAMP”) or such other “signature guarantee program” as may be determined by the Registrar in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended.

C-11

Schedule A

Global Certificate Transfer Schedule

Changes to Principal Amount of Global Security

Date Principal Amount of Securities by which this Global Security Is to Be Reduced and Reason for Reduction Remaining Principal Amount of this Global Security (following decrease) Authorized Signature of officer of Property Trustee or Clearing Agency

Schedule to be maintained by Property Trustee or Clearing Agency in cooperation with Property Trustee, as applicable.

C-12

EX-4.18

GUARANTEE AGREEMENT

By and Between

OMNICARE, INC.,

as Guarantor

and

JPMORGAN CHASE BANK,

as Guarantee Trustee

Dated as of June 13, 2003

Cross Reference Table*

Section of Trust Indenture Act of 1939, as amended	Section of Guarantee Agreement
310(a)	4.1
310(b)	2.8; 4.1
310(c)	Inapplicable
311(a)	2.2(b)
311(b)	2.2(b)
311(c)	Inapplicable
312(a)	2.2(a)
312(b)	2.2(b)
312(c)	Inapplicable
313(a)	2.3
313(b)	2.3
313(c)	2.3
313(d)	2.3
314(a)	2.4
314(b)	Inapplicable
314(c)	2.5
314(d)	Inapplicable
314(e)	2.5; 9.5
314(f)	Inapplicable
315(a)	3.1(d)
315(b)	2.7
315(c)	3.1(c)
315(d)	3.1(e)
316(a)	2.6; 5.4
316(b)	5.3
316(c)	Inapplicable
317(a)	Inapplicable
317(b)	Inapplicable
318(a)	2.1(b)
318(b)	2.1
318(c)	2.1(b)

* This cross-reference table does not constitute part of the agreement and shall not have any bearing upon the interpretation of any of its terms or provisions.

i

Table of Contents

Page

ARTICLE I INTERPRETATION AND DEFINITIONS
Section 1.1	Definitions.	1
Section 1.2	Incorporation by Reference of Trust Indenture Act.	5
Section 1.3	Rules of Construction.	5
ARTICLE II TRUST INDENTURE ACT
Section 2.1	Trust Indenture Act; Application.	6
Section 2.2	Lists of Holders.	6
Section 2.3	Reports by Guarantee Trustee.	6
Section 2.4	Periodic Reports to Guarantee Trustee.	7
Section 2.5	Evidence of Compliance with Conditions Precedent.	7
Section 2.6	Guarantee Event of Default; Waiver.	7
Section 2.7	Guarantee Event of Default; Notice.	7
Section 2.8	Conflicting Interests.	7
ARTICLE III POWERS, DUTIES AND RIGHTS OF GUARANTEE TRUSTEE
Section 3.1	Duties of Guarantee Trustee	8
Section 3.2	Rights of Guarantee Trustee.	9
Section 3.3	Not Responsible for Recitals or Issuance of Guarantee	10
ARTICLE IV GUARANTEE TRUSTEE
Section 4.1	Eligibility; Disqualification.	10
Section 4.2	Appointment, Removal and Replacement of Guarantee Trustee.	11
ARTICLE V GUARANTEE
Section 5.1	Guarantee.	12
Section 5.2	Waiver of Notice and Demand.	12
Section 5.3	Obligations Not Affected.	12
Section 5.4	Rights of Holders.	13
Section 5.5	Guarantee of Payment.	13

ii

Section 5.6	Subrogation.	13
Section 5.7	Independent Obligations.	14
ARTICLE VI LIMITATIONS ON TRANSACTIONS; SUBORDINATION
Section 6.1	Limitations on Transactions.	14
Section 6.2	Subordination.	15
ARTICLE VII TERMINATION
Section 7.1	Termination.	15
ARTICLE VIII INDEMNIFICATION
Section 8.1	Exculpation.	16
Section 8.2	Compensation and Indemnity.	16
ARTICLE IX MISCELLANEOUS
Section 9.1	Successors and Assigns.	17
Section 9.2	Amendments.	17
Section 9.3	Notices.	17
Section 9.4	Counterparts.	18
Section 9.5	Benefit.	18
Section 9.6	Governing Law.	18

iii

GUARANTEE AGREEMENT

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”).

WHEREAS, pursuant to an Amended and Restated Trust Agreement (the “Trust Agreement”), dated as of June 13, 2003, among the Guarantor, in its capacity as Depositor, JPMorgan Chase Bank, in its capacity as Property Trustee, Chase Manhattan Bank USA, National Association, in its capacity as Delaware Trustee, and David W. Froesel, Jr. and Thomas Marsh, as Administrative Trustees, and the Holders from time to time of undivided beneficial interests in the assets of the Trust, the Trust is issuing on the date hereof (i) 6,000,000 convertible trust preferred securities, having an aggregate liquidation amount of $300,000,000, plus up to 900,000 convertible trust preferred securities having an aggregate liquidation amount of $45,000,000 upon exercise of the underwriters’ over-allotment option, such convertible trust preferred securities being designated the Trust Preferred Income Equity Redeemable Securities (PIERS) (the “Trust PIERS”) and (ii) 185,567 trust common securities having an aggregate liquidation amount of $9,278,350, plus up to 27,835 trust common securities having an aggregate liquidation amount of $1,391,750 upon exercise of the underwriters’ over-allotment option, such trust common securities being designated Trust Common Securities (the “Trust Common Securities” and, together with the Trust PIERS, the “Trust Securities”); and

WHEREAS, as incentive for the Holders to purchase the Trust PIERS, the Guarantor desires irrevocably and unconditionally to agree, to the extent set forth in this Guarantee, to pay to the Holders of the Trust PIERS the Guarantee Payments (as defined herein) and to make certain other payments on the terms and conditions set forth herein; and

NOW, THEREFORE, in consideration of the purchase by each Holder of Trust PIERS, which purchase the Guarantor hereby agrees shall benefit the Guarantor, the Guarantor executes and delivers this Guarantee for the benefit of such Holders.

ARTICLE I

INTERPRETATION AND DEFINITIONS

Section 1.1 Definitions.

“6  ¹/8% Senior Subordinated Notes” means $250 million in aggregate principal amount of 6  ¹/8% Senior Subordinated Notes due 2013 issued by the Guarantor on June 13, 2003 under the Base Indenture as supplemented by that certain First Supplemental Indenture, dated as of June 13, 2003, among the Guarantor, each of the guarantors named therein and SunTrust Bank, as trustee.

“5% Convertible Debentures” means $345 million aggregate principal amount of 5% Convertible Subordinated Notes due 2007 issued by the Guarantor on December 10, 1997 under that certain indenture, dated as of December 10, 1997, between the Guarantor and Bank One, as trustee.

1

“8 ¹/8% Senior Subordinated Notes” means $375 million aggregate principal amount of 8 ¹/8% Senior Subordinated Notes due 2011 originally issued by the Guarantor on March 20, 2001, including registered notes issued in exchange for such notes, under that certain indenture, dated as of March 20, 2001, among the Guarantor, each of the guarantors named therein and SunTrust Bank, as trustee.

“Affiliate” of any specified Person means any other Person directly or indirectly controlling or controlled by or under direct or indirect common control with such specified Person. For the purposes of this definition, “control” when used with respect to any specified Person means the power to direct the management and policies of such Person, directly or indirectly, whether through the ownership of voting securities, by contract or otherwise; and the terms “controlling” and “controlled” have meanings correlative to the foregoing.

“Business Day” has the meaning specified in the Trust Agreement.

“Contingent Distributions” has the meaning specified in the Trust Agreement.

“Convertible Debentures” means the series of convertible debentures issued by the Guarantor under the Indenture designated the “4.00% Junior Subordinated Convertible Debentures due 2033” held by the Property Trustee on behalf of the Trust.

“Corporate Trust Office” means the office of the Guarantee Trustee at which its corporate trust business shall be principally administered, which on the date hereof is 4 New York Plaza, 15^th Floor, New York, New York 10004.

“Covered Person” means a Holder or beneficial owner of Trust PIERS.

“Credit Agreement” means the credit agreement, dated as of June 13, 2003, by and among the Guarantor, the lenders parties thereto, SunTrust Bank, as administrative agent, SunTrust Capital Markets, Inc., as joint lead arranger and joint book runner, J.P. Morgan Securities Inc., as joint lead arranger and joint book runner, JPMorgan Chase Bank, as joint syndication agent, Wachovia Securities, LLC, as joint lead arranger, Wachovia Bank, National Association, as joint documentation agent, Lehman Commercial Paper Inc., as joint syndication agent, UBS Securities LLC, as joint documentation agent, and CIBC Inc., providing for up to $500 million of revolving credit borrowings and up to $250 million of term loans, including any related notes, guarantees, collateral documents, instruments and agreements executed in connection therewith.

“Depositor” has the meaning specified in the Trust Agreement.

“Distributions” has the meaning specified in the Trust Agreement.

“Event of Default” has the meaning specified in the Indenture.

“Extension Period” means such period or periods as the Guarantor shall defer the payment of interest (other than contingent interest) on the Convertible Debentures pursuant to the terms thereof and pursuant to the Indenture.

“Global Security” has the meaning specified in the Trust Agreement.

“Guarantee Event of Default” means a default by the Guarantor on any of its payment obligations under this Guarantee.

2

“Guarantee Payments” means the following payments or distributions, without duplication, with respect to the Trust PIERS, to the extent not paid by or on behalf of the Trust: (i) any accrued and unpaid Distributions, including Contingent Distributions, that are required to be paid on such Trust PIERS to the extent the Trust has sufficient funds legally and immediately available therefor at the time, (ii) the Redemption Price for any Trust PIERS called for redemption, including all accrued and unpaid Distributions (including Contingent Distributions) to the date of redemption, to the extent the Trust shall have sufficient funds legally and immediately available therefor at the time or (iii) upon a dissolution, winding-up or termination of the Trust (other than in connection with the distribution of Convertible Debentures to the holders of Trust PIERS as provided in the Trust Agreement or the redemption of all the Trust PIERS), the lesser of (a) the sum of the liquidation amount and all accrued and unpaid Distributions (including Contingent Distributions) on the Trust PIERS to the date of payment, to the extent the Trust has sufficient funds legally and immediately available therefor at the time and (b) the amount of assets of the Trust remaining available for distribution to Holders of Trust PIERS in liquidation of the Trust (in either case, the “Liquidation Distribution”).

“Guarantee Trustee” means JPMorgan Chase Bank, a New York banking corporation, until a Successor Guarantee Trustee has been appointed and has accepted such appointment pursuant to the terms of this Guarantee and thereafter means each such Successor Guarantee Trustee.

“Guarantor” has the meaning specified in the recitals hereto.

“Holder” shall mean any holder, as registered on the books and records of the Trust, of any Trust PIERS; provided, however, that in determining whether the holders of the requisite percentage of Trust PIERS have given any request, notice, consent or waiver hereunder, “Holder” shall not include the Guarantor or any Affiliate of the Guarantor.

“Indemnified Person” means the Guarantee Trustee, or any officers, directors, employees, shareholders or agents of the Guarantee Trustee.

“Indenture” means the Subordinated Debt Securities Indenture, dated as of June 13, 2003, between the Guarantor and SunTrust Bank, as trustee (the “Base Indenture”), as supplemented by that Second Supplement Indenture, dated as of June 13, 2003, between the Guarantor and SunTrust Bank, as trustee, pursuant to which the Convertible Debentures are issued.

“Liquidation Distribution” has the meaning specified in the definition of “Guarantee Payments” above.

“List of Holders” has the meaning assigned to it in Section 2.2 hereof.

“Majority in Liquidation Amount” means Holders of outstanding Trust PIERS, voting separately as a class, who are the record owners of more than 50% of the aggregate liquidation amount (including the stated amount that would be paid on redemption, liquidation or otherwise, plus accrued and unpaid Distributions, including Contingent Distributions, to the date upon which the voting percentages are determined) of all outstanding Trust PIERS. In determining whether the Holders of the requisite amount of Trust PIERS have voted, Trust PIERS which are owned by the Guarantor or any Affiliate of the Guarantor or any other obligor on the Trust PIERS shall be disregarded for the purpose of any such determination; provided that, in determining whether the Guarantee Trustee shall be protected in relying upon any such determination, only Trust PIERS

3

which a Responsible Officer of the Guarantee Trustee actually knows are so owned shall be so disregarded.

“Officer” means the Chairman of the Board, any Vice Chairman, the Chief Executive Officer, the President, any Vice President, the Treasurer, the Secretary, any Assistant Treasurer or any Assistant Secretary of the Guarantor.

“Officers’ Certificate” means a certificate signed by the Chairman of the Board, the President or a Vice President, and by the Treasurer, an Assistant Treasurer, the Secretary or an Assistant Secretary, of the Guarantor, and delivered to the Trustee. Any Officers’ Certificate delivered with respect to compliance with a condition or covenant provided for in this Guarantee shall include:

(a) a statement that each officer signing the Officers’ Certificate has read the covenant or condition and the definitions relating thereto;

(b) a brief statement of the nature and scope of the examination or investigation undertaken by each officer in rendering the Officers’ Certificate;

(c) a statement that each such officer has made such examination or investigation as, in such officer’s opinion, is necessary to enable such officer to express an informed opinion as to whether or not such covenant or condition has been complied with; and

(d) a statement as to whether, in the opinion of each such officer, such condition or covenant has been complied with.

“Opinion of Counsel” means a written opinion of counsel, who may be counsel for the Company, and who shall be acceptable to the Guarantee Trustee.

“Other Debentures” means all junior subordinated debentures issued by the Guarantor from time to time and sold to any other trust, partnership or other entity affiliated with, established by or to be established by the Guarantor that is a financing vehicle of the Guarantor, if any, in each case similar to the Issuer.

“Other Guarantees” means all guarantees to be issued by the Guarantor with respect to capital securities (if any) similar to the Trust Securities issued by any other trust, partnership or other entity affiliated with, established by or to be established by the Guarantor, if any, in each case similar to the Issuer.

“Person” means an individual, corporation, partnership, joint venture, trust, limited liability company or corporation, unincorporated organization or government or any agency or political subdivision thereof.

“Property Trustee” has the meaning specified in the Trust Agreement.

“Redemption Price” has the meaning specified in the Trust Agreement.

“Registrar” has the meaning specified in the Trust Agreement.

“Responsible Officer” means, with respect to the Guarantee Trustee, any officer of the Guarantee Trustee within the Institutional Trust Services—Conventional Debt Unit or any

4

successor group of the Guarantee Trustee located at the Corporate Trust Office who has direct responsibility for the administration of this Guarantee and for purposes of Sections 2.7(a) and 3.1(d)(ii) also means, with respect to a particular corporate trust matter, any other officer to whom any corporate trust matter is referred because of his or her knowledge of and familiarity with a particular subject.

“Senior Indebtedness” has the meaning specified in the Indenture.

“Successor Guarantee Trustee” means a successor Guarantee Trustee possessing the qualifications to act as Guarantee Trustee under Section 4.1.

“Trust” has the meaning specified in the Trust Agreement.

“Trust Agreement” means the Amended and Restated Trust Agreement, dated as of June 13, 2003, as the same may be modified, amended or supplemented in accordance with the applicable provisions thereof, including all exhibits thereto, including, for all purposes of such Amended and Restated Trust Agreement and any modification, amendment or supplement, the provisions of the Trust Indenture Act that are deemed to be a part of and govern such Amended and Restated Trust Agreement and any such modification, amendment or supplement thereto, respectively.

“Trust PIERS” has the meaning specified in the recitals hereto. In the event that pursuant to the Underwriting Agreement, dated as of June 10, 2003, among the Trust, the Guarantor and the underwriters party thereto, the Trust and the Guarantor grant an Underwriters’ Overallotment Option (as defined in the Trust Agreement) to certain underwriters such that an additional amount of Trust PIERS may be issued pursuant to the terms of the Trust Agreement, then the defined term “Trust PIERS” shall include such additional Trust PIERS.

“Trust Securities” has the meaning specified in the recitals hereto.

“TIA” means, to the extent required by any such amendment, the Trust Indenture Act of 1939 as so amended.

Section 1.2 Incorporation by Reference of Trust Indenture Act.

Whenever this Guarantee refers to a provision of the TIA, the provision is incorporated by reference in and made a part of this Guarantee. All terms used in this Guarantee that are defined by the TIA, defined by the TIA’s reference to another statute or defined by Securities and Exchange Commission rule under the TIA and not otherwise defined herein are used herein as so defined.

Section 1.3 Rules of Construction.

Unless the context otherwise requires:

(a) a term has the meaning assigned to it;

(b) “or” is not exclusive;

(c) words in the singular include the plural, and in the plural include the singular;

5

(d) provisions apply to successive events and transactions;

(e) the words “herein,” “hereof” and “hereunder” and other words of similar import refer to this Guarantee as a whole and not to any particular Article, Section or other subdivision; and

(f) references to Sections, Subsections and Articles herein are references to Sections, Subsections and Articles of this Guarantee.

ARTICLE II

TRUST INDENTURE ACT

Section 2.1 Trust Indenture Act; Application.

(a) This Guarantee is subject to the provisions of the TIA that are required to be part of this Guarantee and shall, to the extent applicable, be governed by such provisions.

(b) If and to the extent that any provision of this Guarantee limits, qualifies or conflicts with the duties imposed by Sections 310 to 317, inclusive, of the TIA, such imposed duties shall control.

Section 2.2 Lists of Holders.

(a) The Guarantor shall furnish to the Guarantee Trustee (unless the Guarantee Trustee is otherwise the registrar of the Trust Securities) a list of the names and addresses of the Holders (“List of Holders”) in such form and as of such date as the Guarantee Trustee may reasonably require. The Guarantor shall furnish such List of Holders (i) within 30 days after receiving a written request from the Guarantee Trustee, such list to be as of a date no more than 15 days before such list is provided to the Guarantee Trustee, and (ii) unless the Trust PIERS are represented by one or more Global Securities, at least one Business Day prior to the date for payment of Distributions, such list to be as of the record date relating to the payment of such Distributions. However, the Guarantor shall not be obligated to provide such List of Holders at any time the List of Holders does not differ from the most recent List of Holders given to the Guarantee Trustee by the Guarantor or at any time the Guarantee Trustee is the Registrar under the Trust Agreement. The Guarantee Trustee shall preserve, in as current a form as is reasonably practicable, all information contained in any List of Holders given to it, provided that the Guarantee Trustee may destroy any List of Holders previously given to it on receipt of a new List of Holders.

(b) The Guarantee Trustee shall comply with its obligations under Section 311(a) of the TIA, subject to Section 311(b) of the TIA, and Section 312(b) of the TIA.

Section 2.3 Reports by Guarantee Trustee.

Within 60 days after June 1 of each year (commencing with the year of the first anniversary of the issuance of the Trust PIERS), the Guarantee Trustee shall provide to the Holders such reports as are required by Section 313(a) of the TIA (if any) in the form and in the manner provided by Section 313 of the TIA. The Guarantee Trustee shall also comply with the other requirements of Section 313 of the TIA. The Guarantor shall promptly notify the Guarantee Trustee when the Trust PIERS are listed on any stock exchange.

6

Section 2.4 Periodic Reports to Guarantee Trustee.

The Guarantor shall provide to the Guarantee Trustee such documents, reports and information as required by Section 314 (if any) of the TIA and the compliance certificate required by Section 314(a)(4) of the TIA in the form, in the manner and at the times required by Section 314 of the TIA, provided that such compliance certificate shall be delivered on or before 120 days after the end of each fiscal year of the Guarantor. Delivery of documents, reports and information required by said Section 314 to the Guarantee Trustee is for informational purposes only and the Guarantee Trustee’s receipt of such shall not constitute notice or constructive notice of any information contained therein or determinable from information contained therein, including the Guarantor’s compliance with any of its covenants hereunder (as to which the Guarantee Trustee is entitled to rely exclusively on Officers’ Certificates).

Section 2.5 Evidence of Compliance with Conditions Precedent.

The Guarantor shall provide to the Guarantee Trustee such evidence of compliance with any conditions precedent, if any, provided for in this Guarantee that relate to any of the matters set forth in Section 314(c) of the TIA. Any certificate or opinion required to be given by an officer pursuant to Section 314(c)(1) of the TIA may be given in the form of an Officers’ Certificate. Any opinion of counsel to be given by counsel pursuant to Section 314(c)(2) of the TIA may be given in the form of an Opinion of Counsel.

Section 2.6 Guarantee Event of Default; Waiver.

The Holders of a Majority in Liquidation Amount of the Trust PIERS may, by vote or written consent, on behalf of all of the Holders, waive any past Guarantee Event of Default and its consequences, except a Guarantee Event of Default in respect of any covenant or provision hereof which cannot be modified or amended without the consent of each Holder. Upon such waiver, any such Guarantee Event of Default shall cease to exist, and any Guarantee Event of Default arising therefrom shall be deemed to have been cured, for every purpose of this Guarantee, but no such waiver shall extend to any subsequent or other default or Guarantee Event of Default or impair any right consequent thereon.

Section 2.7 Guarantee Event of Default; Notice.

(a) If a Guarantee Event of Default occurs and is continuing and if it is known to a Responsible Officer of the Guarantee Trustee, the Guarantee Trustee shall mail by first-class postage prepaid to each Holder notice of a Guarantee Event of Default within 90 days after it occurs or, if later, after a Responsible Officer of the Guarantee Trustee has knowledge of such Guarantee Event of Default. The Guarantee Trustee may withhold the notice if and so long as its corporate trust committee or a committee of its Responsible Officers in good faith determines that withholding the notice is in the interests of the Holders.

(b) The Guarantee Trustee shall not be deemed to have knowledge of any Guarantee Event of Default unless a Responsible Officer of the Guarantee Trustee shall have received written notice of such Guarantee Event of Default.

Section 2.8 Conflicting Interests.

The Trust Agreement shall be deemed to be specifically described in this Guarantee for the purposes of clause (i) of the first proviso contained in Section 310(b) of the TIA.

7

ARTICLE III

POWERS, DUTIES AND RIGHTS OF GUARANTEE TRUSTEE

Section 3.1 Duties of Guarantee Trustee

(a) This Guarantee shall be held by the Guarantee Trustee on behalf of the Trust for the benefit of the Holders, and the Guarantee Trustee shall not transfer this Guarantee to any Person except a Holder exercising his or her rights pursuant to Section 5.4 or to a Successor Guarantee Trustee on acceptance by such Successor Guarantee Trustee of its appointment to act as Successor Guarantee Trustee. The right, title and interest of the Guarantee Trustee in and to this Guarantee shall automatically vest in any Successor Guarantee Trustee, and such vesting and succession of title shall be effective upon acceptance of appointment whether or not conveyance documents have been executed and delivered pursuant to the appointment of such Successor Guarantee Trustee.

(b) If a Guarantee Event of Default has occurred and is continuing, the Guarantee Trustee shall have the right to enforce this Guarantee for the benefit of the Holders.

(c) The Guarantee Trustee, before the occurrence of any Guarantee Event of Default and after the curing or waiving of all Guarantee Events of Default that may have occurred, shall undertake to perform such duties and only such duties as are specifically set forth in this Guarantee, and no implied covenants shall be read into this Guarantee against the Trustee. If a Guarantee Event of Default has occurred and is continuing, the Guarantee Trustee shall exercise such of the rights and powers vested in it by this Guarantee and use the same degree of care and skill in its exercise thereof as a prudent person would exercise or use under the circumstances in the conduct of his or her own affairs.

(d) No provision of this Guarantee shall be construed to relieve the Guarantee Trustee from liability for its own negligent action, its own negligent failure to act, or its own willful misconduct, except that:

(i) prior to the occurrence of any Event of Default and after the curing or waiving of all such Guarantee Events of Default that may have occurred:

(A) the duties and obligations of the Guarantee Trustee shall be determined solely by the express provisions of this Guarantee, and the Guarantee Trustee shall not be liable except for the performance of such duties and obligations as are specifically set forth in this Guarantee; and

(B) in the absence of bad faith on the part of the Guarantee Trustee, the Guarantee Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon any certificates or opinions furnished to the Guarantee Trustee and conforming to the requirements of this Guarantee; but in the case of any such certificates or opinions that by any provision hereof are specifically required to be furnished to the Guarantee Trustee, the Guarantee Trustee shall be under a duty to examine the same to determine whether or not they conform to the requirements of this Guarantee;

(ii) the Guarantee Trustee shall not be liable for any error of judgment made in good faith by a Responsible Officer of the Guarantee Trustee, unless it shall be proved

8

that the Guarantee Trustee was negligent in ascertaining the pertinent facts upon which such judgment was made;

(iii) the Guarantee Trustee shall not be liable with respect to any action taken or omitted to be taken by it in good faith in accordance with the direction of the Holders of a Majority in Liquidation Amount of the Trust PIERS relating to the time, method and place of conducting any proceeding for any remedy available to the Guarantee Trustee, or exercising any trust or power conferred upon the Guarantee Trustee under this Guarantee; and

(iv) no provision of this Guarantee shall require the Guarantee Trustee to expend or risk its own funds or otherwise incur personal financial liability in the performance of any of its duties or in the exercise of any of its rights or powers, if the Guarantee Trustee shall have reasonable grounds for believing that the repayment of such funds or liability is not reasonably assured to it under the terms of this Guarantee or adequate indemnity against such risk or liability is not reasonably assured to it.

(e) Whether or not expressly so provided, every provision of this Guarantee relating to the conduct or affecting the liability of or affording protection to the Guarantee Trustee shall be subject to the provisions of this Section 3.1 and Section 8.1.

Section 3.2 Rights of Guarantee Trustee.

(a) Subject to the provisions of Section 3.1:

(i) the Guarantee Trustee may rely and shall be fully protected in acting or refraining from acting upon any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bond, debenture, note, other evidence of indebtedness or other paper or document believed by it to be genuine and to have been signed, sent or presented by the proper party or parties;

(ii) any direction or act of the Guarantor contemplated by this Guarantee may be sufficiently evidenced by an Officers’ Certificate;

(iii) whenever, in the administration of this Guarantee, the Guarantee Trustee shall deem it desirable that a matter be proved or established before taking, suffering or omitting any action hereunder, the Guarantee Trustee (unless other evidence is herein specifically prescribed) may, in the absence of bad faith on its part, request and rely upon an Officers’ Certificate which, upon receipt of such request, shall be promptly delivered by the Guarantor;

(iv) the Guarantee Trustee may consult with counsel of its choice, and the advice or opinion of such counsel with respect to legal matters shall be full and complete authorization and protection in respect of any action taken, suffered or omitted by it hereunder in good faith and in accordance with such advice or opinion; such counsel may be counsel to the Guarantor or any of its Affiliates and may include any of its employees; the Guarantee Trustee shall have the right at any time to seek instructions concerning the administration of this Guarantee from any court of competent jurisdiction;

(v) the Guarantee Trustee shall not be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement, instrument, opinion,

9

report, notice, request, direction, consent, order, bond, debenture, note, other evidence of indebtedness or other paper or document, but the Guarantee Trustee, in its discretion, may make such further inquiry or investigation into such facts or matters as it may see fit;

(vi) the Guarantee Trustee may execute any of the trusts or powers hereunder or perform any duties hereunder either directly or by or through agents or attorneys, and the Guarantee Trustee shall not be responsible for any misconduct or negligence on the part of any agent or attorney appointed with due care by it hereunder;

(vii) the Guarantee Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Guarantee at the request or direction of any of the Holders, unless such Holders shall have provided to the Guarantee Trustee reasonable security or indemnity against the costs, expenses and liabilities which might be incurred by it in compliance with such request or direction, including such reasonable advances as may be requested by the Guarantee Trustee; provided, that nothing contained in this Section 3.2(a)(vii) shall be taken to relieve the Guarantee Trustee, upon the occurrence of a Guarantee Event of Default, of its obligation to exercise the rights and powers vested in it by this Guarantee pursuant to the last sentence of Section 3.1(c) hereof; and

(viii) whenever in the administration of this Guarantee, the Guarantee Trustee shall deem it desirable to receive instructions with respect to enforcing any remedy or right or taking any other action hereunder, the Guarantee Trustee (A) may request written instructions from the Holders of a Majority in Liquidation Amount of the Trust PIERS, (B) may refrain from enforcing such remedy or right or taking such other action until such written instructions are received and (C) shall be fully protected in relying on or acting in accordance with such written instructions.

(b) No provision of this Guarantee shall be deemed to impose any duty or obligation on the Guarantee Trustee to perform any act or acts or exercise any right, power, duty or obligation conferred or imposed on it in any jurisdiction in which it shall be illegal, or in which the Guarantee Trustee shall be unqualified or incompetent to act in accordance with applicable law, to perform any such act or acts or to exercise any such right, power, duty or obligation. No permissive power or authority available to the Guarantee Trustee shall be construed to be a duty.

Section 3.3 Not Responsible for Recitals or Issuance of Guarantee

The recitals contained in this Guarantee shall be taken as the statements of the Guarantor, and the Guarantee Trustee does not assume any responsibility for their correctness. The Guarantee Trustee makes no representations as to the validity or sufficiency of this Guarantee.

ARTICLE IV

GUARANTEE TRUSTEE

Section 4.1 Eligibility; Disqualification.

(a) This Guarantee shall always have a Guarantee Trustee who satisfies the requirements of Sections 310(a)(1), (2) and (5) of the TIA. The Guarantee Trustee shall always have a combined capital and surplus of at least $50,000,000 as set forth in its most recent published annual report of condition. The Guarantee Trustee shall comply with Section 310(b) of the TIA. If such corporation publishes reports of condition at least annually, pursuant to law or to

10

the requirements of the supervising or examining authority referred to above, then, for the purposes of this Section 4.1(a), the combined capital and surplus of such corporation shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published.

(b) If at any time the Guarantee Trustee shall cease to be eligible to so act under Section 4.1(a), the Guarantee Trustee shall immediately resign in the manner and with the effect set out in Section 4.2(c) of the TIA.

(c) If the Guarantee Trustee has or shall acquire any “conflicting interest” within the meaning of Section 310(b) of the TIA, the Guarantee Trustee and Guarantor shall in all respects comply with the provisions of Section 310(b) of the TIA, subject to the penultimate paragraph thereof.

Section 4.2 Appointment, Removal and Replacement of Guarantee Trustee.

(a) Subject to Section 4.2(b), the Guarantee Trustee may be appointed or removed without cause at any time by the Guarantor.

(b) The Guarantee Trustee shall not be removed in accordance with Section 4.2(a) until a Successor Guarantee Trustee has been appointed and has accepted such appointment by written instrument executed by such Successor Guarantee Trustee and delivered to the Guarantor.

(c) The Guarantee Trustee appointed to office shall hold office until a Successor Guarantee Trustee shall have been appointed or until its removal or resignation. The Guarantee Trustee may resign from office (without need for prior or subsequent accounting) by an instrument in writing executed by the Guarantee Trustee and delivered to the Guarantor, which resignation shall not take effect until a Successor Guarantee Trustee has been appointed and has accepted such appointment by instrument in writing executed by such Successor Guarantee Trustee and delivered to the Guarantor and the resigning Guarantee Trustee.

(d) If a Successor Guarantee Trustee does not take office within 60 days after the retiring Guarantee Trustee resigns or is removed, the retiring Guarantee Trustee may petition any court of competent jurisdiction for the appointment of a Successor Guarantee Trustee.

(e) If the Guarantee Trustee fails to comply with Section 4.1, any Holder may petition any court of competent jurisdiction for the removal of the Guarantee Trustee and the appointment of a Successor Guarantee Trustee.

(f) A Successor Guarantee Trustee shall deliver a written acceptance of its appointment to the retiring Guarantee Trustee and to the Guarantor. Immediately after that, the retiring Guarantee Trustee shall transfer all property held by it as Guarantee Trustee to the Successor Guarantee Trustee, the resignation or removal of the retiring Guarantee Trustee shall become effective, and the Successor Guarantee Trustee shall have all the rights, powers and duties of the Guarantee Trustee under this Guarantee. A Successor Guarantee Trustee shall mail a notice of its succession to each Holder. Notwithstanding replacement of the Guarantee Trustee pursuant to this Section 4.2, the Guarantor’s obligations under Section 8.2 hereof shall continue for the benefit of the retiring Guarantee Trustee with respect to expenses and liabilities incurred by it prior to such replacement.

11

ARTICLE V

GUARANTEE

Section 5.1 Guarantee.

The Guarantor irrevocably and unconditionally agrees to pay in full to the Holders the Guarantee Payments (without duplication of amounts theretofore paid by the Trust), as and when due, regardless of any defense, right of set-off or counterclaim that the Trust may have or assert against any Person. The Guarantor’s obligation to make a Guarantee Payment may be satisfied by direct payment of the required amounts by the Guarantor to the Holders or by causing the Trust to pay such amounts to the Holders.

Notwithstanding anything to the contrary herein, the Guarantor retains all of its rights to extend the interest payment period on the Convertible Debentures to the extent permitted by the Indenture and the Guarantor shall not be obligated hereunder to make any Guarantee Payments during any Extension Period with respect to the Distributions (other than Contingent Distributions) on the Trust PIERS.

Section 5.2 Waiver of Notice and Demand.

The Guarantor hereby waives notice of acceptance of this Guarantee and of any liability to which it applies or may apply, presentment, demand for payment, any right to require a proceeding first against the Trust or any other Person before proceeding against the Guarantor, protest, notice of nonpayment, notice of dishonor, notice of redemption and all other notices and demands.

Section 5.3 Obligations Not Affected.

The obligations, covenants, agreements and duties of the Guarantor under this Guarantee shall in no way be affected or impaired by reason of the happening from time to time of any of the following:

(a) The release or waiver, by operation of law or otherwise, of the performance or observance by the Trust of any express or implied agreement, covenant, term or condition relating to the Trust PIERS to be performed or observed by the Trust;

(b) The extension of time for the payment by the Trust of all or any portion of the Distributions (other than Contingent Distributions), Redemption Price, Liquidation Distribution or any other sums payable under the terms of the Trust PIERS or the extension of time for the performance of any other obligation under, arising out of, or in connection with the Trust PIERS (other than an extension of time for payment of Distributions, Redemption Price, Liquidation Distribution or other sum payable that results from the extension of any interest payment period on the Convertible Debentures permitted by the Indenture);

(c) Any failure, omission, delay or lack of diligence on the part of the Holders to enforce, assert or exercise any right, privilege, power or remedy conferred on the Holders pursuant to the terms of the Trust PIERS, or any action on the part of the Trust granting indulgence or extension of any kind;

12

(d) The voluntary or involuntary liquidation, dissolution, sale of any collateral, receivership, insolvency, bankruptcy, assignment for the benefit of creditors, reorganization, arrangement, composition or readjustment of debt of, or other similar proceedings affecting, the Trust or any of the assets of the Trust;

(e) Any invalidity of, or defect or deficiency in, the Trust PIERS;

(f) The settlement or compromise of any obligation guaranteed hereby or hereby incurred; or

(g) Any other circumstance whatsoever that might otherwise constitute a legal or equitable discharge or defense of a guarantor, it being the intent of this Section 5.3 that the obligations of the Guarantor hereunder shall be absolute and unconditional under any and all circumstances.

There shall be no obligation of the Guarantee Trustee or the Holders to give notice to or obtain consent of the Guarantor or any other Person with respect to the happening of any of the foregoing. No setoff, counterclaim, reduction or diminution of any obligation, or any defense of any kind or nature that the Guarantor has or may have against any Holder shall be available hereunder to the Guarantor against such Holder to reduce the payments to it under this Guarantee.

Section 5.4 Rights of Holders.

The Guarantor expressly acknowledges that: (i) this Guarantee will be deposited with the Guarantee Trustee to be held for the benefit of the Holders; (ii) the Guarantee Trustee has the right to enforce this Guarantee on behalf of the Holders; (iii) the Holders of a Majority in Liquidation Amount of the Trust PIERS have the right to direct the time, method and place of conducting any proceeding for any remedy available to the Guarantee Trustee in respect of this Guarantee or exercising any trust or power conferred upon the Guarantee Trustee under this Guarantee Agreement; and (iv) any Holder may institute a legal proceeding directly against the Guarantor to enforce its rights under this Guarantee, without first instituting a legal proceeding against or requesting or directing that action be taken by the Guarantee Trustee or any other Person; it being understood and intended that no one or more of such Holders shall have any right in any manner whatsoever by virtue of, or by availing of, any provision of this Guarantee to affect, disturb or prejudice the rights of any other of such Holders or to obtain or to seek to obtain priority or preference over any other of such Holders or to enforce any right under this Guarantee, except in the manner herein provided and for the equal and ratable benefit of all of such Holders.

Section 5.5 Guarantee of Payment.

This Guarantee creates a guarantee of payment and not of collection.

Section 5.6 Subrogation.

The Guarantor shall be subrogated to all (if any) rights of the Holders against the Trust in respect of any amounts paid to such Holders by the Guarantor under this Guarantee; provided, however, that the Guarantor shall not (except to the extent required by mandatory provisions of law) be entitled to enforce or exercise any right that it may acquire by way of subrogation or any indemnity, reimbursement or other agreement, in all cases as a result of payment under this Guarantee, if, at the time of any such payment, any amounts are due and unpaid under this Guarantee. If any amount shall be paid to the Guarantor in violation of the preceding sentence,

13

the Guarantor agrees to hold such amount in trust for the Holders and to pay over such amount to the Guarantee Trustee for the benefit of the Holders.

Section 5.7 Independent Obligations.

The Guarantor acknowledges that its obligations hereunder are independent of the obligations of the Trust with respect to the Trust PIERS, and that the Guarantor shall be liable as principal and as debtor hereunder to make Guarantee Payments pursuant to the terms of this Guarantee notwithstanding the occurrence of any event referred to in subsections 5.3(a) through 5.3(g), inclusive, hereof.

ARTICLE VI

LIMITATIONS ON TRANSACTIONS; SUBORDINATION

Section 6.1 Limitations on Transactions.

(a) So long as any Trust PIERS remain outstanding, if (i) there shall have occurred any Event of Default under the Indenture or any event of which the Guarantor has actual knowledge that with the giving of notice or the lapse of time or both, would constitute an Event of Default under the Indenture and in respect of which the Guarantor shall not have taken reasonable steps to cure, (ii) there shall be a Guarantee Event of Default or (iii) the Guarantor shall have given notice of its election of an Extension Period as provided in the Indenture and the certificate evidencing the Convertible Debentures and shall not have rescinded such notice, or such Extension Period or any extension thereof shall be continuing, then the Guarantor shall not:

(i) declare or pay any dividends or distributions on, or redeem, purchase, acquire or make a liquidation payment with respect to, any of the Guarantor’s capital stock (other than (a) purchases of the Guarantor’s capital stock in connection with employee, director or agent benefit plans and under any dividend reinvestment or stock purchase plan, (b) in connection with the reclassification of any class or series of the Guarantor’s capital stock or the exchange or conversion of one class or series of the Guarantor’s capital stock for or into another class or series of the Guarantor’s capital stock, (c) the payment of any dividend within 60 days after the date of the declaration of a dividend if, at the date of declaration, (x) if paid on that date, the payment of such dividend would not have been prohibited by an election to defer interest payments pursuant to the Indenture and (y) the declaration of such dividend is in accordance with the Guarantor’s dividend policy in effect immediately prior to its declaration of such dividend, (d) the purchase of fractional interests in shares of the Guarantor’s capital stock in connection with the conversion or exchange provisions of such capital stock or the security being converted or exchanged, (e) dividends or distributions payable in the Guarantor’s capital stock, or options, warrants or rights to acquire capital stock, or repurchases or redemptions of capital stock solely from the issuance or exchange of capital stock, (f) any declaration of a dividend in connection with the implementation of a shareholders’ rights plan, or issuances of stock under any such plan in the future, or redemptions or repurchases of any such rights pursuant thereto, (g) the purchase of the Guarantor’s common stock, or securities convertible or exercisable for the Guarantor’s common stock, in satisfaction of the Guarantor’s obligation under an acquisition transaction that the Guarantor has entered into prior to the beginning of such Extension Period, in an amount not greater than $10 million in the aggregate in any such Extension Period or (h) repurchases of the Guarantor’s common stock in connection with

14

acquisitions of businesses made by the Guarantor or any of its subsidiaries (which repurchases are made in connection with the satisfaction of indemnification obligations of the sellers of such businesses);

(ii) make any payment of principal, interest or premium, if any, on or repay, repurchase or redeem any debt securities (including Other Debentures) issued by the Guarantor expressed to rank pari passu with or junior or subordinated to the Convertible Debentures, in each case other than through the issuance or exchange of debt securities that are expressed to rank pari passu with or junior or subordinated to the Convertible Debentures; or

(iii) make any guarantee payments with respect to any guarantee by the Guarantor of the debt securities (including other guarantees) of the Guarantor’s subsidiaries, if such guarantee is expressed to rank pari passu with or junior or subordinated in interest to the Convertible Debentures, other than payments under the Guarantee or any Other Guarantee.

Section 6.2 Subordination.

This Guarantee will constitute an unsecured obligation of the Guarantor and will rank (i) subordinate and junior in right of payment to Senior Indebtedness of the Guarantor (as defined in the Indenture), to the same extent and in the same manner that the Convertible Debentures are subordinated to Senior Indebtedness of the Guarantor pursuant to the Indenture, (ii) pari passu with the Convertible Debentures, any Other Debentures and any Other Guarantee, and (iii) senior to the Guarantor’s capital stock. Nothing in this Section 6.2 shall apply to claims of, or payments to, the Guarantee Trustee under or pursuant to Section 8.2 hereof.

ARTICLE VII

TERMINATION

Section 7.1 Termination.

This Guarantee shall terminate upon:

(a) payment in full of the Redemption Price of all Trust PIERS,

(b) distribution of the Convertible Debentures to the Holders in exchange for all the outstanding Trust PIERS,

(c) full payment of the amounts payable in accordance with the Trust Agreement upon liquidation of the Trust, or

(d) conversion of all outstanding Trust PIERS in accordance with the terms of the Trust Agreement.

Notwithstanding the foregoing, this Guarantee will continue to be effective or will be reinstated, as the case may be, if at any time any Holder must restore payment of any sums paid under the Trust PIERS or under this Guarantee.

15

Article VIII

INDEMNIFICATION

Section 8.1 Exculpation.

(a) No Covered Person shall be liable, responsible or accountable in damages or otherwise to the Guarantor or any Indemnified Person for any loss, damage, liability, expense or claim incurred by reason of any act or omission performed or omitted by such Indemnified Person in good faith in accordance with this Guarantee and in a manner that such Indemnified Person reasonably believed to be within the scope of the authority conferred on such Indemnified Person by this Guarantee or by law, except that an Indemnified Person shall be liable for any such loss, damage or claim incurred by reason of such Indemnified Person’s negligence, bad faith or willful misconduct with respect to such acts or omissions.

(b) An Indemnified Person shall be fully protected in relying in good faith upon the records of the Guarantor and upon such information, opinions, reports or statements presented to the Guarantor by any Person as to matters the Indemnified Person reasonably believes are within such other Person’s professional or expert competence including information, opinions, reports or statements as to the value and amount of the assets, liabilities, profits, losses, or any other facts pertinent to the existence and amount of assets from which Distributions to Holders might properly be paid.

Section 8.2 Compensation and Indemnity.

(a) The Guarantor shall pay to the Guarantee Trustee from time to time reasonable compensation for its services. The Guarantee Trustee’s compensation shall not be limited by any law on compensation of a trustee of an express trust. The Guarantor shall reimburse the Guarantee Trustee upon request for all reasonable out-of-pocket expenses incurred by it. Such expenses shall include the reasonable compensation and expenses of the Guarantee Trustee’s agents and counsel.

(b) The Guarantor shall indemnify each of the Indemnified Persons (including the reasonable cost and expense of defending itself) against any loss, liability or expense incurred by it except as set forth in the next paragraph in the performance of its duties under this Guarantee. An Indemnified Person shall notify the Guarantor promptly of any claim for which it may seek indemnity. The Guarantor shall defend the claim and the Indemnified Person shall cooperate in the defense. An Indemnified Person may employ separate counsel and the Guarantor shall pay the reasonable fees and expenses of such counsel if the named parties to any such proceeding include such Indemnified Person and the Guarantor and there may be one or more legal defenses available to the Indemnified Person that are different from or in addition to those available to the Guarantor or if there is a conflict of interest. The Guarantor need not pay for any settlement made without its prior written consent, which consent shall not be unreasonably withheld.

(c) The Guarantor need not reimburse any expense or indemnify against any loss or liability incurred by an Indemnified Person through such Indemnified Person’s negligence or willful misconduct.

(d) In addition to and without prejudice to its rights hereunder, when the Guarantee Trustee incurs expenses or renders services after a Bankruptcy Event (as defined in the Trust Agreement) with respect to the Guarantor occurs, the expenses and the compensation for the

16

services are intended to constitute expenses of administration under any applicable federal or state bankruptcy, receivership, insolvency or similar law.

(e) The provisions of this Section 8.2 shall survive the satisfaction and discharge of this Guarantee, the resignation or removal of the Guarantee Trustee and the termination of this Guarantee for any reason.

(f) “Guarantor Trustee” for the purposes of this Section 8.2 shall include any predecessor Guarantee Trustee; provided, however, that the negligence, willful misconduct or bad faith of any Guarantee Trustee shall not affect the rights of any other Guarantee Trustee hereunder.

ARTICLE IX

MISCELLANEOUS

Section 9.1 Successors and Assigns.

All guarantees and agreements contained in this Guarantee shall bind the successors, assigns, receivers, trustees and representatives of the Guarantor and shall inure to the benefit of the Guarantee Trustee, any Successor Guarantee Trustee and the Holders from time to time of the Trust PIERS then outstanding. Except in connection with a consolidation, merger, sale or conveyance involving the Guarantor that is permitted by Article 5 of the Base Indenture and pursuant to which the successor or assignee agrees in writing to perform the Guarantor’s obligations hereunder, the Guarantor shall not assign its obligations hereunder.

Section 9.2 Amendments.

Except with respect to any changes that do not materially adversely affect the rights of the Holders (in which case no consent of the Holders will be required), this Guarantee may not be amended without the prior approval of the Holders of at least a Majority in Liquidation Amount of the Trust PIERS. The provisions of Section 11.2 of the Trust Agreement with respect to meetings of, and action by written consent of, the Holders apply to the giving of such approval.

Section 9.3 Notices.

Any notice or communication by the Guarantor or the Guarantee Trustee to the other shall be given in writing and delivered in Person or mailed by first-class mail:

(a) if to the Guarantor:

Omnicare, Inc.

100 East RiverCenter Boulevard

Covington, Kentucky 41011

Attention: Cheryl D. Hodges

Senior Vice President and Secretary

Fax: (312) 392-3360

17

(b) if to the Trust:

Omnicare Capital Trust I

c/o Omnicare, Inc.

100 East RiverCenter Boulevard

Covington, Kentucky 41011

Attention: Cheryl D. Hodges

Senior Vice President and Secretary

Fax: (312) 392-3360

(c) if to the Guarantee Trustee:

JPMorgan Chase Bank

4 New York Plaza, 15^th Floor

New York, New York 10004

Attention: Institutional Trust Services

Fax: (212) 623-6167

The Guarantor, the Trust or the Guarantee Trustee by notice to the other may designate additional or different addresses for subsequent notices or communications.

Any notice or communication to a Holder shall be mailed by first-class mail to the address shown on the books and records of the Trust. Failure to mail a notice or communication to a Holder or any defect in it shall not affect its sufficiency with respect to other Holders. If the Guarantor mails a notice or communication to Holders, it shall mail a copy to the Guarantee Trustee at the same time.

All notices and communication by the Guarantor or the Guarantee Trustee to the other shall be deemed to have been given when received by the recipient except that if a notice or other document is refused delivery or cannot be delivered because of a changed address of which no notice was given, such notice or other document shall be deemed to have been delivered on the date of such refusal or inability to deliver.

Section 9.4 Counterparts.

This Guarantee may be executed in any number of counterparts and by the parties hereto in separate counterparts, each of which when so executed shall be deemed to be an original and all of which taken together shall constitute one and the same agreement.

Section 9.5 Benefit.

This Guarantee is solely for the benefit of the Holders and, subject to Section 3.1(a), is not separately transferable from the Trust PIERS.

Section 9.6 Governing Law.

THIS GUARANTEE SHALL BE GOVERNED BY THE LAWS OF THE STATE OF NEW YORK APPLICABLE TO AGREEMENTS MADE AND TO BE PERFORMED IN SUCH STATE, WITHOUT REGARD TO THE CONFLICT OF LAWS PROVISIONS THEREOF.

18

IN WITNESS WHEREOF, the parties hereto have caused this Guarantee to be duly executed as of the day and year first above written.

OMNICARE, INC., as Guarantor
By:	/S/    JOEL F. GEMUNDER
Name:	Joel F. Gemunder
Title:	President and Chief Executive Officer
JPMORGAN CHASE BANK, as Guarantee Trustee
By:	/S/    WILLIAM G. KEENAN
Name:	William G. Keenan
Title:	Vice President

19