Exhibit






Exhibit 4.5


EXECUTION VERSION




OMNICARE, INC., 
Issuer 


and 


U.S. BANK NATIONAL ASSOCIATION 
(as successor trustee to SunTrust Bank),
Trustee 
________________________


FIRST SUPPLEMENTAL INDENTURE 
Dated as of August 18, 2015 


to


INDENTURE
Dated as of December 15, 2005
________________________


3.25% CONVERTIBLE SENIOR DEBENTURES DUE 2035 













FIRST SUPPLEMENTAL INDENTURE, dated as of August 18, 2015 (this “First Supplemental Indenture”), by and between OMNICARE, INC., a Delaware corporation (the “Company”), and U.S. BANK NATIONAL ASSOCIATION (as successor trustee to SunTrust Bank), as trustee (the “Trustee”). All capitalized terms used but not otherwise defined herein shall have the respective meanings ascribed to such terms in the Indenture (as defined below). 
RECITALS: 
WHEREAS, the Company, Omnicare Purchasing Company, L.P. and the Trustee have heretofore executed and delivered an Indenture, dated as of December 15, 2005 (the “Indenture”), providing for the issuance of 3.25% Convertible Senior Debentures due 2035 of the Company (the “Debentures”); 
WHEREAS, pursuant to an Agreement and Plan of Merger, dated as of May 20, 2015 (as amended, supplemented or otherwise modified to the date hereof, the “Merger Agreement”), by and among the Company, CVS Pharmacy, Inc., a Rhode Island corporation (“CVS Pharmacy”), and Tree Merger Sub, Inc., a Delaware corporation and wholly owned subsidiary of CVS Pharmacy (“Merger Sub”), Merger Sub merged with and into the Company, with the Company continuing as the surviving company and a wholly owned subsidiary of CVS Pharmacy (the “Merger”); 
WHEREAS, pursuant to the Merger Agreement, each share of the common stock, par value $1.00 per share, of the Company (the “Common Stock”), issued and outstanding immediately prior to the effective time of the Merger in accordance with Section 2.3 of the Merger Agreement (the “Merger Effective Time”) (other than (i) Common Stock held by CVS Pharmacy, Merger Sub or the Company, (ii) Common Stock held by any subsidiary of either the Company or CVS Pharmacy (other than Merger Sub) and (iii) those shares of Common Stock with respect to which the holder thereof has properly complied with the laws of the State of Delaware as to appraisal rights) were automatically canceled and converted into the right to receive $98.00 in cash, without interest thereon (the “Merger Consideration”); 
WHEREAS, Section 5.1 of the Indenture provides, among other things, that the Company may merge with or into any other person if the Company is the continuing corporation and certain other conditions have been complied with; 
WHEREAS, Section 9.4 of the Indenture provides, among other things, that the Debentures outstanding at the Merger Effective Time shall be convertible into the amount of cash which a Holder would have been entitled to receive upon such Merger had the Debentures been converted solely into Common Stock based on the applicable Conversion Rate immediately prior to the Merger Effective Time and that the Company shall execute with the Trustee a supplemental indenture providing for such adjustment; 
WHEREAS, Section 9.4 of the Indenture provides that, if Section 9.4 applies to any event or occurrence, Section 9.3 shall not apply;  
WHEREAS, pursuant to Section 8.6 of the Indenture, the Company has heretofore delivered or is delivering contemporaneously herewith to the Trustee an Opinion of Counsel and an Officer’s Certificate; and 
WHEREAS, all conditions precedent and requirements necessary to make this First Supplemental Indenture a valid and legally binding instrument in accordance with its terms and for the purposes expressed herein have been complied with, performed and fulfilled. 
NOW, THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt of which is hereby acknowledged, the Company and the Trustee mutually covenant and agree for the equal and ratable benefit of the Holders of the Debentures as follows: 











ARTICLE I
EFFECT OF MERGER
In accordance with Section 9.4 of the Indenture, at and after the Merger Effective Time, the Debentures outstanding at the Merger Effective Time shall be convertible into the amount of cash which a Holder would have been entitled to receive upon such Merger had the Debentures been converted solely into Common Stock based on the applicable Conversion Rate immediately prior to the Merger Effective Time.
ARTICLE II
MISCELLANEOUS
2.1.     Ratification of the Indenture; First Supplemental Indenture Part of the Indenture. Except as expressly supplemented by this First Supplemental Indenture, the Indenture is ratified and confirmed in all respects and all the terms, conditions and provisions thereof shall remain in full force and effect. This First Supplemental Indenture shall form a part of the Indenture for all purposes, and every Holder of the Debentures heretofore or hereafter authenticated and delivered shall be bound hereby.  
2.2.     First Supplemental Indenture Controls. If there is any conflict or inconsistency between the Indenture and this First Supplemental Indenture, the provisions of this First Supplemental Indenture shall control. 
2.3.    Benefits of First Supplemental Indenture. Nothing in this First Supplemental Indenture, express or implied, is intended or shall be construed to give to any person, other than the parties hereto, any agent, any registrar, any successors to the foregoing hereunder and the Holders, any benefit or any legal or equitable right, remedy or claim in respect of this First Supplemental Indenture or the Indenture or any provision herein or therein contained. 
2.4.    Successors. All agreements of the Company in this First Supplemental Indenture shall bind its successor. All agreements of the Trustee in this First Supplemental Indenture shall bind its successor. 
2.5.     Separability. In case any provision in this First Supplemental Indenture 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.   
2.6.     Governing Law. THIS FIRST SUPPLEMENTAL INDENTURE SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE INTERNAL LAWS OF THE STATE OF NEW YORK. 
2.7.     Multiple Originals. The parties may sign any number of copies of this First Supplemental Indenture. Each signed copy shall be an original, but all of them together represent the same agreement. One signed copy is enough to prove this First Supplemental Indenture. 
2.8.     Effect of Headings. The Article and Section headings herein are for convenience only and shall not affect the construction hereof. 
2.9.     Trustee Disclaimer. The recitals contained herein 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 adequacy of the Indenture or this First Supplemental Indenture.
 [Signature pages follow.]













IN WITNESS WHEREOF, the parties hereto have caused this First Supplemental Indenture to be duly executed as of the day and year first written above. 


OMNICARE, INC.




By: /s/ Ankur Bhandari            
       Name:    Ankur Bhandari
       Title:     Vice President and Treasurer 
 


U.S. BANK NATIONAL ASSOCIATION,
as Trustee




By: /s/ William B. Echols            
       Name:    William B. Echols
       Title:     Vice President 





[3.25% Convertible Senior Debentures due 2035]