Aristotle Holding, Inc. $1,250,000,000 4.750% Senior Notes Due 2021 REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • November 25th, 2011 • Express Scripts Inc • Retail-drug stores and proprietary stores • New York
Aristotle Holding, Inc., a Delaware corporation (the “Issuer”), proposes to issue and sell, upon the terms set forth in a purchase agreement dated November 14, 2011 (as amended prior to the date hereof, the “Purchase Agreement”), to the several initial purchasers named in Schedule A to the Purchase Agreement (the “Initial Purchasers”), $1,250,000,000 aggregate principal amount of its 4.750% Senior Notes due 2021 (the “Initial Securities”) to be unconditionally guaranteed (the “Guaranties”) by the Guarantors (as defined below) and any other entity that becomes a guarantor of the Initial Securities following the Closing Date pursuant to the terms of the Indenture (as defined below). As used herein, (i) prior to the consummation of the Mergers and the execution and delivery of any Joinder Agreements and Supplemental Indentures (as defined below) by the Merger Date Guarantors, “Guarantors” means the Closing Date Guarantors and, following the consummation of the Mergers and the execution an
Aristotle Holding, Inc. $1,250,000,000 3.500% Senior Notes Due 2016 REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • November 25th, 2011 • Express Scripts Inc • Retail-drug stores and proprietary stores • New York
Aristotle Holding, Inc., a Delaware corporation (the “Issuer”), proposes to issue and sell, upon the terms set forth in a purchase agreement dated November 14, 2011 (as amended prior to the date hereof, the “Purchase Agreement”), to the several initial purchasers named in Schedule A to the Purchase Agreement (the “Initial Purchasers”), $1,250,000,000 aggregate principal amount of its 3.500% Senior Notes due 2016 (the “Initial Securities”) to be unconditionally guaranteed (the "Guaranties”) by the Guarantors (as defined below) and any other entity that becomes a guarantor of the Initial Securities following the Closing Date pursuant to the terms of the Indenture (as defined below). As used herein, (i) prior to the consummation of the Mergers and the execution and delivery of any Joinder Agreements and Supplemental Indentures (as defined below) by the Merger Date Guarantors, “Guarantors” means the Closing Date Guarantors and, following the consummation of the Mergers and the execution an
ARISTOTLE HOLDING, INC., AS ISSUER, THE GUARANTORS PARTY HERETO, AND WELLS FARGO BANK, NATIONAL ASSOCIATION, AS TRUSTEE, INDENTURE DATED AS OF NOVEMBER 21, 2011Express Scripts Inc • November 25th, 2011 • Retail-drug stores and proprietary stores • New York
INDENTURE, dated as of November 21, 2011, among Aristotle Holding, Inc., a corporation organized and existing under the laws of the State of Delaware (herein called the “Company”), having its principal executive office at One Express Way, St. Louis, Missouri 63121, the Guarantors (as defined herein) party hereto, and Wells Fargo Bank, National Association, a national banking association, as Trustee (herein called the “Trustee”).
SEVENTH SUPPLEMENTAL INDENTURESeventh Supplemental Indenture • November 25th, 2011 • Express Scripts Inc • Retail-drug stores and proprietary stores • New York
The Seventh Supplemental Indenture (this “Seventh Supplemental Indenture”), dated as of November 21, 2011, 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”), Aristotle Holding, Inc., a Delaware corporation (the “Additional Guarantor”) and Union Bank, N.A., a national association, as trustee under the indenture referred to below (the “Trustee”).
