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Express Scripts 2012 Annual Report110
INDEX TO EXHIBITS
(Express Scripts Holding Company – Commission File Number 1-35490)
Exhibit
No.
Title
2.11
Stock and Interest Purchase Agreement, dated as of April 9, 2009, among Express Scripts, Inc. and
WellPoint, Inc., incorporated by reference to Exhibit No. 2.1 to Express Scripts, Inc.’s Current Report on
Form 8-K filed April 14, 2009, File No. 000-20199.
2.21
Agreement and Plan of Merger, dated as of July 20, 2011, by and among Express Scripts, Inc., Medco
Health Solutions, Inc., Express Scripts Holding Company (formerly Aristotle Holding, Inc.), Aristotle
Merger Sub, Inc. and Plato Merger Sub, Inc., incorporated by reference to Exhibit 2.1 to Express Scripts,
Inc.’s Current Report on Form 8-K filed July 22, 2011, File No. 000-20199.
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., Express Scripts Holding Company (formerly
Aristotle Holding, Inc.), Aristotle Merger Sub, Inc., and Plato Merger Sub, Inc., incorporated by reference
to Exhibit 2.1 to Express Scripts, Inc.’s Current Report on Form 8-K filed November 8, 2011, File No.
000-20199.
3.1
Amended and Restated Certificate of Incorporation of Express Scripts Holding Company, incorporated by
reference to Exhibit 3.1 to Express Scripts Holding Company’s Current Report on Form 8-K filed April 2,
2012.
3.2
Amended and Restated Bylaws of Express Scripts Holding Company, incorporated by reference to
Exhibit 3.2 to Express Scripts Holding Company’s Current Report on Form 8-K filed April 2, 2012.
4.1
Indenture, dated as of March 18, 2008, between Medco Health Solutions, Inc. and U.S. Bank Trust
National Association, as Trustee, relating to Medco Health Solutions, Inc.’s 6.125% senior notes due
2013, 7.125% senior notes due 2018, 2.75% senior notes due 2015 and 4.125% senior notes due 2020,
incorporated by reference to Exhibit 4.1 to Medco Health Solutions, Inc.’s Current Report on Form 8-K
filed March 18, 2008, File No. 001-31312.
4.2
Form of 6.125% Notes due 2013, incorporated by reference to Exhibit 4.2 to Medco Health Solutions,
Inc.’s Current Report on Form 8-K filed March 18, 2008, File No. 001-31312.
4.3
Form of 7.125% Notes due 2018, incorporated by reference to Exhibit 4.3 to Medco Health Solutions,
Inc.’s Current Report on Form 8-K filed March 18, 2008, File No. 001-31312.
4.4
Form of 2.750% Notes due 2015, incorporated by reference to Exhibit 4.1 to Medco Health Solutions,
Inc.’s Current Report on Form 8-K filed September 10, 2010, File No. 001-31312.
4.5
Form of 4.125% Notes due 2020, incorporated by reference to Exhibit 4.2 to Medco Health Solutions,
Inc.’s Current Report on Form 8-K filed September 10, 2010, File No. 001-31312.
4.6
First Supplemental Indenture, dated as of April 2, 2012, among Medco Health Solutions, Inc., Express
Scripts Holding Company, the other subsidiaries of Express Scripts Holding Company party thereto and
U.S. Bank Trust National Association, as Trustee, incorporated by reference to Exhibit 4.3 to Express
Scripts Holding Company’s Current Report on Form 8-K filed April 6, 2012.
4.7
Second Supplemental Indenture, dated as of May 29, 2012, among Medco Health Solutions, Inc., Express
Scripts Holding Company, the other subsidiaries of Express Scripts Holding Company party thereto and
U.S. Bank Trust National Association, as Trustee, incorporated by reference to Exhibit 4.3 to Express
Scripts Holding Company’s Current Report on Form 8-K filed June 4, 2012.
4.8
Indenture, dated as of June 9, 2009, among Express Scripts, Inc., the Subsidiary Guarantors party thereto
and Union Bank, N.A., as Trustee, incorporated by reference to Exhibit No. 4.1 to Express Scripts, Inc.’s
Current Report on Form 8-K filed June 10, 2009, File No. 000-20199.