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Express Scripts 2011 Annual Report
98
93
INDEX TO EXHIBITS
(Express Scripts, Inc. – Commission File Number 0-20199)
Exhibit
Number
Exhibit
2.12
Stock and Interest Purchase Agreement among the Company and WellPoint, Inc., dated April 9, 2009,
incorporated by reference to Exhibit No. 2.1 to the Company’s Current Report on Form 8-K fi
led April
14, 2009.
2.22
Agreement and Plan of Merger, dated as of July 20, 2011, by and among the Company, Medco Health
Solutions, Inc., Aristotle Holding, Inc., Aristotle Merger Sub, Inc. and Plato Merger Sub, Inc.,
incorporated by reference to Exhibit 2.1 to the Company’s Current Report on Form 8-K filed July 22,
2011 (the schedules have been omitted pursuant to Item 601(b)(2) of Regulation S-K and will be
furnished supplementally to the SEC upon request).
2.3
Amendment No. 1 to Agreement and Plan of Merger, dated as of November 7, 2011, by and among
Express Scripts, Inc., Medco Health Solutions, Inc., Aristotle Holding, Inc., Aristotle Merger Sub, Inc.,
and Plato Merger Sub, Inc., incorporated by reference to Exhibit 2.1 to the Company’s Current Report
on Form 8-K filed November 8, 2011.
3.1
Amended and Restated Certificate of Incorporation of the Company, as amended , incorporated by
reference to Exhibit No. 3.1 to the Company's Annual Report on Form 10-K for the year ending
December 31, 2009.
3.2
Third Amended and Restated Bylaws, as amended, incorporated by reference to Exhibit No. 3.2 to the
Company's Quarterly Report on Form 10-Q for the quarter ending March 31, 2010.
4.1
Form of Certificate for Common Stock, incorporated by reference to Exhibit No. 4.1 to the Company’s
Registration Statement on Form S-1 filed June 9, 1992 (Registration Number 33-46974).
4.2
Indenture, dated as of June 9, 2009, among the Company, the Subsidiary Guarantors party thereto and
Union Bank, N.A., as Trustee, incorporated by reference to Exhibit No. 4.1 to the Company’s Current
Report on Form 8-K filed June 10, 2009.
4.3
First Supplemental Indenture, dated as of June 9, 2009, among the Company, the Subsidiary
Guarantors party thereto and Union Bank, N.A., as Trustee, related to the 5.25% senior notes due in
2012, incorporated by reference to Exhibit No. 4.2 to the Company’s Current Report on Form 8-K
filed June 10, 2009.
4.4
Second Supplemental Indenture, dated as of June 9, 2009, among the Company, the Subsidiary
Guarantors party thereto and Union Bank, N.A., as Trustee, related to the 6.25% senior notes due in
2014, incorporated by reference to Exhibit No. 4.3 to the Company’s Current Report on Form 8-K
filed June 10, 2009.
4.5
Third Supplemental Indenture, dated as of June 9, 2009, among the Company, the Subsidiary
Guarantors party thereto and Union Bank, N.A., as Trustee, related to the 7.25% senior notes due in
2019, incorporated by reference to Exhibit No. 4.4 to the Company’s Current Report on Form 8-K
filed June 10, 2009.
4.6
Fourth Supplemental Indenture, dated as of December 1, 2009, among Express Scripts, Inc., the
Subsidiary Guarantors party thereto and Union Bank, N.A., as Trustee, incorporated by reference to
Exhibit 4.6 to the Company’s Quarterly Report on Form 10-Q for the auarter ending June 30, 2011.
4.7
Fifth Supplemental Indenture, dated as of April 26, 2011, among Express Scripts, Inc., the Subsidiary
Guarantors party thereto and Union Bank, N.A., as Trustee, incorporated by reference to Exhibit 4.7 to
the Company’s Quarterly Report on Form 10-Q for the auarter ending June 30, 2011.
4.8
Sixth Supplemental Indenture, dated as of May 2, 2011, among Express Scripts, Inc., the Subsidiary
Guarantors party thereto and Union Bank, N.A., as Trustee, incorporated by reference to Exhibit 4.1 to
the Company’s Current Report on Form 8-K filed May 2, 2011.