INDEMNIFICATION AGREEMENTIndemnification Agreement • March 5th, 2014 • Express Scripts Holding Co. • Retail-drug stores and proprietary stores • Delaware
This Indemnification Agreement, dated as of , 2014, is made by and between EXPRESS SCRIPTS HOLDING COMPANY, a Delaware corporation (the “Corporation”) and (the “Indemnitee”).
AGREEMENT AND PLAN OF MERGER by and among CIGNA CORPORATION, EXPRESS SCRIPTS HOLDING COMPANY, HALFMOON PARENT, INC., HALFMOON I, INC. and HALFMOON II, INC. Dated as of March 8, 2018Merger Agreement • March 9th, 2018 • Express Scripts Holding Co. • Retail-drug stores and proprietary stores • Delaware
This AGREEMENT AND PLAN OF MERGER, dated as of March 8, 2018 (this “Agreement”), is by and among CIGNA CORPORATION, a Delaware corporation (“Parent”), EXPRESS SCRIPTS HOLDING COMPANY, a Delaware corporation (the “Company”), HALFMOON PARENT, INC., a Delaware corporation and a direct wholly owned Subsidiary of Parent (“Holdco”), HALFMOON I, INC., a Delaware corporation and a direct wholly owned Subsidiary of Holdco (“Merger Sub 1”), HALFMOON II, INC., a Delaware corporation and a direct wholly owned Subsidiary of Holdco (“Merger Sub 2” and together with Merger Sub 1, the “Merger Subs”).
FORM OF EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • March 8th, 2017 • Express Scripts Holding Co. • Retail-drug stores and proprietary stores • Delaware
This Executive Employment Agreement (the “Agreement”) is made and entered on the date specified on the signature page hereto, effective as of [ ] (the “Effective Date”), by and between Express Scripts Holding Company, a Delaware corporation (“ESHC”), and [ ] (“Executive”).
ADDITIONAL GUARANTOR SUPPLEMENTAdditional Guarantor Supplement • December 20th, 2018 • Express Scripts Holding Co. • Retail-drug stores and proprietary stores
Morgan Stanley Senior Funding, Inc., as Administrative Agent for the Banks party to the Term Loan Credit Agreement dated as of April 6, 2018, among Cigna Corporation (formerly known as Halfmoon Parent, Inc.), a Delaware corporation, Cigna Holding Company (formerly known as Cigna Corporation), a Delaware corporation, the Guarantors referred to therein, the Banks party thereto from time to time, and the Administrative Agent (as extended, renewed, amended or restated from time to time, the “Credit Agreement”).
SUBSIDIARY GUARANTYSubsidiary Guaranty • June 4th, 2012 • Express Scripts Holding Co. • Retail-drug stores and proprietary stores • New York
This SUBSIDIARY GUARANTY is entered into as of April 2, 2012, by and among THE UNDERSIGNED (each a “Guarantor”, and, together with any Additional Guarantors (as hereinafter defined), collectively the “Guarantors”) in favor of and for the benefit of Credit Suisse AG, Cayman Islands Branch, as agent for and representative of (in such capacity herein called “Guarantied Party”) the financial institutions party to the Credit Agreement (as hereinafter defined) (the “Lenders”) referred to below, and, subject to subsection 3.12, for the benefit of the other Beneficiaries (as hereinafter defined).
ADDITIONAL GUARANTOR SUPPLEMENTAdditional Guarantor Supplement • December 20th, 2018 • Express Scripts Holding Co. • Retail-drug stores and proprietary stores
JPMorgan Chase Bank, N.A., as Administrative Agent for the Banks party to the Revolving Credit and Letter of Credit Agreement dated as of April 6, 2018 and as amended as of November 15, 2018, among Cigna Corporation (formerly known as Halfmoon Parent, Inc.), a Delaware corporation, Cigna Holding Company (formerly known as Cigna Corporation), a Delaware corporation, the Guarantors referred to therein, the Banks party thereto from time to time, and the Administrative Agent (as extended, renewed, amended or restated from time to time, the “Credit Agreement”).
SUPPLEMENTAL INDENTURESupplemental Indenture • December 20th, 2018 • Express Scripts Holding Co. • Retail-drug stores and proprietary stores • New York
SUPPLEMENTAL INDENTURE No. 2, dated as of December 20, 2018 (this “Supplemental Indenture”), among CIGNA HOLDING COMPANY (formerly known as Cigna Corporation), a Delaware corporation and EXPRESS SCRIPTS HOLDING COMPANY, a Delaware corporation (each a “Guarantor” and together the “Guarantors”), CIGNA CORPORATION (formerly known as Halfmoon Parent, Inc.), a Delaware corporation (the “Company”) and U.S. BANK NATIONAL ASSOCIATION, a national banking association, as Trustee under the Indenture referred to below.
EXECUTIVE RETENTION AGREEMENTExecutive Retention Agreement • August 1st, 2018 • Express Scripts Holding Co. • Retail-drug stores and proprietary stores • Pennsylvania
fees and expenses of the Accounting Firm shall be borne solely by the Company. Any Reimbursement Payment, as determined pursuant to this Appendix C, shall be paid by the Company to the applicable tax authority on behalf of Executive. If the Accounting Firm determines that no Excise Tax is payable by Executive, it shall so indicate to Executive in writing. Any determination by the Accounting Firm shall be binding upon the Company and Executive, unless finally determined otherwise in connection with a claim by the Internal Revenue Service.
NINTH SUPPLEMENTAL INDENTURESupplemental Indenture • December 20th, 2018 • Express Scripts Holding Co. • Retail-drug stores and proprietary stores • New York
The Ninth Supplemental Indenture, dated as of December 20, 2018 (this “Supplemental Indenture No. 9”), among CIGNA CORPORATION (formerly known as Halfmoon Parent, Inc.) (the “Parent Guarantor”), a corporation organized and existing under the laws of the State of Delaware, EXPRESS SCRIPTS, INC. (the “Company”), a corporation organized and existing under the laws of the State of Delaware and MUFG Union Bank, N.A. (as successor to Union Bank, N.A.), as trustee (the “Trustee”).
TRANSITION AND RELEASE AGREEMENT ERIC SLUSSERTransition and Release Agreement • November 3rd, 2017 • Express Scripts Holding Co. • Retail-drug stores and proprietary stores • Missouri
TWENTY-FIFTH SUPPLEMENTAL INDENTURESupplemental Indenture • December 20th, 2018 • Express Scripts Holding Co. • Retail-drug stores and proprietary stores • New York
The Twenty-Fifth Supplemental Indenture, dated as of December 20, 2018 (this “Twenty-Fifth Supplemental Indenture”), among CIGNA CORPORATION (formerly known as Halfmoon Parent Inc.) (the “Parent Guarantor”), a corporation organized and existing under the laws of the State of Delaware, EXPRESS SCRIPTS HOLDING COMPANY, a corporation organized and existing under the laws of the State of Delaware (the “Company”) and a direct Subsidiary of the Parent and WELLS FARGO BANK, NATIONAL ASSOCIATION, a national banking association, as trustee (the “Trustee”).
SECOND SUPPLEMENTAL INDENTURESecond Supplemental Indenture • December 20th, 2018 • Express Scripts Holding Co. • Retail-drug stores and proprietary stores • New York
The Second Supplemental Indenture, dated as of December 20, 2018 (this “Second Supplemental Indenture”), among CIGNA CORPORATION (formerly known as Halfmoon Parent, Inc.) (the “Parent Guarantor”), a corporation organized and existing under the laws of the State of Delaware, MEDCO HEALTH SOLUTIONS, INC. (the “Company”), a corporation organized and existing under the laws of the State of Delaware and U.S. BANK TRUST NATIONAL ASSOCIATION, a national banking association, as trustee (the “Trustee”).
Commercial Paper Dealer Agreement Between: EXPRESS SCRIPTS HOLDING COMPANY, as Issuer and [ ], as Dealer Concerning Notes to be issued pursuant to an Issuing and Paying Agent Agreement, dated as of hereof, between the Issuer and [ ], as Issuing and...Commercial Paper Dealer Agreement • October 31st, 2017 • Express Scripts Holding Co. • Retail-drug stores and proprietary stores • New York
This COMMERCIAL PAPER DEALER AGREEMENT (the “Agreement”), dated as of October 27, 2017, sets forth the understandings between the Issuer and the Dealer, each named on the cover page hereof, in connection with the issuance and sale by the Issuer of its short-term promissory notes (the “Notes”) through the Dealer.
November 21, 2018 Express Scripts Holding Company One Express Way St. Louis, Missouri 63121 Attention: Marty Akins, Senior Vice President and General Counsel Ladies and Gentlemen:Merger Agreement • November 21st, 2018 • Express Scripts Holding Co. • Retail-drug stores and proprietary stores
Reference is made to the Agreement and Plan of Merger, dated as of March 8, 2018, as amended by Amendment No. 1, dated as of June 27, 2018 (as it may be amended from time to time, the “Merger Agreement”), by and among Cigna Corporation, a Delaware corporation (“Cigna”), Express Scripts Holding Company, a Delaware corporation (“Express Scripts”), Halfmoon Parent, Inc., a Delaware corporation and a direct wholly owned subsidiary of Cigna (“Holdco”), Halfmoon I, Inc., a Delaware corporation and a direct wholly owned subsidiary of Holdco, and Halfmoon II, Inc., a Delaware corporation and a direct wholly owned subsidiary of Holdco. Capitalized terms used but not otherwise defined in this letter agreement (the “Agreement”) shall have the meanings given to such terms in the Merger Agreement.
AMENDMENT NO. 1 TO AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • July 2nd, 2018 • Express Scripts Holding Co. • Retail-drug stores and proprietary stores
This Amendment No. 1 (this “Amendment”), dated as of June 27, 2018, to the Agreement and Plan of Merger (the “Merger Agreement”), dated as of March 8, 2018 (as amended, restated, modified or supplemented from time to time, the “Merger Agreement”), by and among Cigna Corporation (“Parent”), Express Scripts Holding Company (the “Company”), Halfmoon Parent, Inc. (“Holdco”), Halfmoon I, Inc. and Halfmoon II, Inc.
FIFTEENTH SUPPLEMENTAL INDENTURESupplemental Indenture • February 16th, 2016 • Express Scripts Holding Co. • Retail-drug stores and proprietary stores • New York
The Fifteenth Supplemental Indenture (this “Fifteenth Supplemental Indenture”), dated as of October 29, 2015, among Express Scripts Holding Company (formerly Aristotle Holding, Inc.), a corporation duly organized and existing under the laws of the State of Delaware (the “Company”), L&C Investment, LLC (the “Additional Guarantor”), and Wells Fargo Bank, National Association, as trustee under the indenture referred to below (the “Trustee”).
TENTH SUPPLEMENTAL INDENTURESupplemental Indenture • February 20th, 2014 • Express Scripts Holding Co. • Retail-drug stores and proprietary stores • New York
The Tenth Supplemental Indenture (this “Tenth Supplemental Indenture”), dated as of October 21, 2013, among Express Scripts, Inc., a corporation duly organized and existing under the laws of the State of Delaware (the “Company”), United BioSource Holdings, Inc., a Delaware corporation, and Express Scripts Pharmacy, Inc. (each an “Additional Guarantor”, and together the “Additional Guarantors”), and Union Bank, N.A., a national banking association, as trustee under the indenture referred to below (the “Trustee”).
EXPRESS SCRIPTS HOLDING COMPANY $1,000,000,000 3.000% Senior Notes Due 2023 $1,500,000,000 3.400% Senior Notes Due 2027 $1,500,000,000 4.800% Senior Notes Due 2046 UNDERWRITING AGREEMENTUnderwriting Agreement • July 5th, 2016 • Express Scripts Holding Co. • Retail-drug stores and proprietary stores • New York
SECOND SUPPLEMENTAL INDENTURESupplemental Indenture • June 4th, 2012 • Express Scripts Holding Co. • Retail-drug stores and proprietary stores • New York
The Supplemental Indenture (this “Second Supplemental Indenture”), dated as of May 29, 2012, among Medco Health Solutions, Inc., a corporation duly organized and existing under the laws of the State of Delaware (the “Company”), the Guarantors listed as signatories hereto (each, an “Existing Guarantor” and collectively, the “Existing Guarantors”) and certain subsidiaries of the Company, listed as signatories hereto (each, an “Additional Guarantor,” and, collectively, the “Additional Guarantors” and, together with the Existing Guarantors, the Guarantors”) and U.S. Bank Trust National Association, as trustee under the indenture referred to below (the “Trustee”).
FIRST AMENDMENT TO EXECUTIVE EMPLOYMENT AGREEMENT OF GEORGE PAZExecutive Employment Agreement • September 11th, 2015 • Express Scripts Holding Co. • Retail-drug stores and proprietary stores
This Amendment (the “Amendment”) is entered into as of September 9, 2015, by and between Express Scripts Holding Company (the “Company”) and George Paz (“Executive”).
NINTH SUPPLEMENTAL INDENTURESupplemental Indenture • June 4th, 2012 • Express Scripts Holding Co. • Retail-drug stores and proprietary stores • New York
The Ninth Supplemental Indenture (this “Ninth Supplemental Indenture”), dated as of May 29, 2012, among Express Scripts Holding Company (formerly Aristotle Holding, Inc.), a corporation duly organized and existing under the laws of the State of Delaware (the “Company”), the Guarantors listed as signatories hereto (each, an “Existing Guarantor” and collectively, the “Existing Guarantors”) and certain subsidiaries of Medco Health Solutions, Inc., a Delaware corporation, listed as signatories hereto (each, an “Additional Guarantor,” and, collectively, the “Additional Guarantors”) and Wells Fargo Bank, National Association, as trustee under the indenture referred to below (the “Trustee”).
FIRST SUPPLEMENTAL INDENTUREFirst Supplemental Indenture • April 6th, 2012 • Express Scripts Holding Co. • Retail-drug stores and proprietary stores • New York
The Supplemental Indenture (this “First Supplemental Indenture”), dated as of April 2, 2012, among Medco Health Solutions, Inc., a corporation duly organized and existing under the laws of the State of Delaware (the “Company”), Express Scripts Holding Company (formerly Aristotle Holding, Inc.), a Delaware corporation, its subsidiaries listed as signatories hereto and the Company subsidiaries listed as signatories hereto (each, a “Guarantor,” and, collectively, the “Guarantors”) and U.S. Bank Trust National Association, as trustee under the indenture referred to below (the “Trustee”).
SECOND SUPPLEMENTAL INDENTURESecond Supplemental Indenture • April 6th, 2012 • Express Scripts Holding Co. • Retail-drug stores and proprietary stores • New York
SECOND SUPPLEMENTAL INDENTURE (this “Second Supplemental Indenture”), dated as of April 2, 2012, among Medco Health Solutions, Inc., a Delaware corporation (the “Company”), the existing subsidiary guarantors listed as signatories hereto (each, an “Existing Guarantor” and collectively, the “Existing Guarantors”), the entities listed on Schedule I hereto (each, a “Guarantor” and, collectively, the “Guarantors”), and U.S. Bank Trust National Association, as trustee under the indenture referred to below (the “Trustee”).
NINTH SUPPLEMENTAL INDENTURESupplemental Indenture • June 4th, 2012 • Express Scripts Holding Co. • Retail-drug stores and proprietary stores • New York
The Ninth Supplemental Indenture (this “Ninth Supplemental Indenture”), dated as of May 29, 2012, among Express Scripts, Inc., a corporation duly organized and existing under the laws of the State of Delaware (the “Company”), the Guarantors listed as signatories hereto (each, an “Existing Guarantor” and collectively, the “Existing Guarantors”) and certain subsidiaries of Medco Health Solutions, Inc., a Delaware corporation, listed as signatories hereto (each, an “Additional Guarantor,” and, collectively, the “Additional Guarantors”) and Union Bank, N.A., a national association, as trustee under the indenture referred to below (the “Trustee”).
TENTH SUPPLEMENTAL INDENTURESupplemental Indenture • February 20th, 2014 • Express Scripts Holding Co. • Retail-drug stores and proprietary stores • New York
The Tenth Supplemental Indenture (this “Tenth Supplemental Indenture”), dated as of October 21, 2013, among Express Scripts Holding Company (formerly Aristotle Holding, Inc.), a corporation duly organized and existing under the laws of the State of Delaware (the “Company”), United BioSource Holdings, Inc., a Delaware corporation, and Express Scripts Pharmacy, Inc. (each an “Additional Guarantor”, and together the “Additional Guarantors”), and Wells Fargo Bank, National Association, as trustee under the indenture referred to below (the “Trustee”).
RETENTION AGREEMENTRetention Agreement • March 24th, 2014 • Express Scripts Holding Co. • Retail-drug stores and proprietary stores • Missouri
This Retention Agreement (this “Agreement”) is made and entered into on March 24, 2014 (the “Effective Date”), between Express Scripts Holding Company (the “Company”), and Edward Ignaczak (“Executive”). Unless otherwise defined herein, the terms defined in the Executive’s Employment Agreement (as defined below) shall have the same defined meanings in this Agreement.
EXPRESS SCRIPTS AND MEDCO UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATIONMerger Agreement • April 13th, 2012 • Express Scripts Holding Co. • Retail-drug stores and proprietary stores
On July 20, 2011, Express Scripts, Inc. (“Express Scripts”) entered into a definitive merger agreement (the “Merger Agreement”) with Medco Health Solutions, Inc. (“Medco”), which was amended by Amendment No. 1 thereto on November 7, 2011, providing for the combination of Express Scripts and Medco under a new holding company named Aristotle Holding, Inc. On April 2, 2012, we consummated the transactions contemplated under the Merger Agreement (the “Mergers”), and Aristotle Holding, Inc. was renamed Express Scripts Holding Company (which we refer to as “New Express Scripts”).
CREDIT AGREEMENT dated as of April 28, 2015 among EXPRESS SCRIPTS HOLDING COMPANY, a Delaware corporation, THE LENDERS LISTED HEREIN, as Lenders, and CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH, as Administrative Agent CREDIT SUISSE SECURITIES (USA) LLC...Credit Agreement • April 28th, 2015 • Express Scripts Holding Co. • Retail-drug stores and proprietary stores • New York
FOURTEENTH SUPPLEMENTAL INDENTURESupplemental Indenture • February 23rd, 2015 • Express Scripts Holding Co. • Retail-drug stores and proprietary stores • New York
The Fourteenth Supplemental Indenture (this “Fourteenth Supplemental Indenture”), dated as of February 2, 2015, among Express Scripts Holding Company (formerly Aristotle Holding, Inc.), a corporation duly organized and existing under the laws of the State of Delaware (the “Company”), Strategic Pharmaceutical Investments, LLC (the “Additional Guarantor”), and Wells Fargo Bank, National Association, as trustee under the indenture referred to below (the “Trustee”).
TRANSITION AND RELEASE AGREEMENT KEITH EBLINGTransition and Release Agreement • September 11th, 2015 • Express Scripts Holding Co. • Retail-drug stores and proprietary stores • Missouri
AMENDMENTCapped Accelerated Share Repurchase Transaction • February 16th, 2016 • Express Scripts Holding Co. • Retail-drug stores and proprietary stores
The parties have previously entered into a Capped Accelerated Share Repurchase Transaction dated as of April 29, 2015, (the “Confirmations”). The parties have agreed to amend the Confirmations in accordance with the terms of this Amendment (the “Amendment”).
THIRD SUPPLEMENTAL INDENTUREThird Supplemental Indenture • February 20th, 2014 • Express Scripts Holding Co. • Retail-drug stores and proprietary stores • New York
The Supplemental Indenture (this “Third Supplemental Indenture”), dated as of October 21, 2013, among Medco Health Solutions, Inc., a corporation duly organized and existing under the laws of the State of Delaware (the “Company”), United BioSource Holdings, Inc., a Delaware corporation, and Express Scripts Pharmacy, Inc. (each an “Additional Guarantor”, and together the “Additional Guarantors”), and U.S. Bank Trust National Association, as trustee under the indenture referred to below (the “Trustee”).
Capped Accelerated Share Repurchase TransactionCapped Accelerated Share Repurchase Transaction • February 26th, 2016 • Express Scripts Holding Co. • Retail-drug stores and proprietary stores • New York
The purpose of this letter agreement (this “Confirmation”) is to confirm the terms and conditions of the Transaction entered into between Morgan Stanley & Co. LLC (“Dealer”) and Express Scripts Holding Company (“Issuer”) on the Trade Date specified below (the “Transaction”). This confirmation constitutes a “Confirmation” as referred to in the Agreement specified below.
FOURTH SUPPLEMENTAL INDENTUREFourth Supplemental Indenture • February 23rd, 2015 • Express Scripts Holding Co. • Retail-drug stores and proprietary stores • New York
The Fourth Supplemental Indenture (this “Fourth Supplemental Indenture”), dated as of February 2, 2015, among Medco Health Solutions, Inc., a corporation duly organized and existing under the laws of the State of Delaware (the “Company”), Strategic Pharmaceutical Investments, LLC (the “Additional Guarantor”), and U.S. Bank Trust National Association, as trustee under the indenture referred to below (the “Trustee”).
Capped Accelerated Share Repurchase TransactionCapped Accelerated Share Repurchase Transaction • May 5th, 2015 • Express Scripts Holding Co. • Retail-drug stores and proprietary stores • New York
The purpose of this letter agreement (this “Confirmation”) is to confirm the terms and conditions of the Transaction entered into between Morgan Stanley & Co. LLC (“Dealer”) and Express Scripts Holding Company (“Issuer”) on the Trade Date specified below (the “Transaction”). This confirmation, together with any Trade Notification substantially in the form of Exhibit I hereto which references this Confirmation and which shall supplement, form a part of, and be subject to this Confirmation, constitutes a “Confirmation” as referred to in the Agreement specified below.
