This Amendment Agreement (“ Amendment ”) is made as of this 22nd day of October, 2003, by and
between OMNICELL, INC. , a Delaware corporation, as successor to Omnicell Technologies, Inc., a
California corporation (“ Seller ”), and GENERAL ELECTRIC CAPITAL CORPORATION , a Delaware
corporation, as successor to General Electric Company, a New York corporation (“ Purchaser ”).
Recitals of Fact
A. The parties hereto have entered into a Program Agreement, executed on June 4, 1999, and June 7,
1999 (the “ Program Agreement ”), by Seller and Purchaser, respectively; and
B. It was the original intent of the parties to the Program Agreement that the sales from the Seller to the
Purchaser under the Program Agreement constitute nonrecourse true sales of equipment, leases, and receivables
under such leases, and in particular that the sale of equipment lease receivables constitute a true sale of
receivables for purposes of FAS 140 (or its predecessor FAS 125). Each of the parties now wishes to rectify
and amend, effective as of June 7, 1999, the terms and conditions of the Program Agreement which are
inconsistent with this original intent of the parties, so as to clarify the nonrecourse true sale nature of the sales from
the Seller to the Purchaser. This recital as to intent does not, however, override the express terms of the
Program Agreement as amended by this Amendment.
NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which is
hereby acknowledged, Seller and Purchaser agree to amend the Purchase Agreement as follows:
1. Definitions. Unless otherwise defined herein, the defined terms used herein shall have the same
meanings set forth in the Program Agreement. All references in the Program Agreement to “GE” shall be deemed
to refer to “Purchaser.”
(a) Exhibit A to the Program Agreement is hereby deleted in its entirety.