exv4w6






Exhibit 4.6




EXECUTION VERSION




 




FOURTH SUPPLEMENTAL INDENTURE




Dated as of December 1, 2009



Supplementing that Certain



INDENTURE



Dated as of June 9, 2009



 





Among



EXPRESS SCRIPTS, INC.,



THE GUARANTORS PARTIES HERETO



and



UNION BANK, N.A.,



as Trustee



 





 






 









 








FOURTH SUPPLEMENTAL INDENTURE



The Fourth Supplemental Indenture (this “Fourth Supplemental Indenture”), dated as of December 1,
2009, 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”), NextRx, Inc., a Delaware corporation,
NextRx Services, Inc., a New York corporation, and NextRx, LLC, an Ohio limited liability company
(each, a “Successor Guarantor”; and collectively, the “Successor Guarantors”) and Union Bank, N.A.,
a national association, as trustee under the indenture referred to below (the “Trustee”).




W I T N E S S E T H



WHEREAS, the Company, the Existing Guarantors and the Trustee are parties to the indenture, dated
as of June 9, 2009, as supplemented by the First Supplemental Indenture thereto, dated as of June
9, 2009 (the “First Supplemental Indenture”), relating to the 5.250% Notes due 2012 (the “2012
Notes”), the Second Supplemental Indenture thereto, dated as of June 9, 2009 (the “Second
Supplemental Indenture”), relating to the 6.250% Notes due 2014 (the “2014 Notes”) and the Third
Supplemental Indenture thereto, dated as of June 9, 2009 (the “Third Supplemental Indenture” and
together with the First Supplemental Indenture and the Second Supplemental Indenture, the
“Supplemental Indentures”), relating to the 7.250% Notes due 2019 (the “2019 Notes” and together
with the 2012 Notes and the 2014 Notes, the “Notes”) (so supplemented, the “Indenture”);



WHEREAS, each of NextRx Sub I, LLC, NextRx Sub II, LLC and NextRx Sub III, LLC (collectively, the
“NextRx Subs”) has merged with and into the Successor Guarantors (the “NextRx Mergers”), with each
of the Successor Guarantors as the surviving entity in the NextRx Mergers;



WHEREAS, the Supplemental Indentures provide that upon any consolidation or merger by any Existing
Guarantor with or into any Person, the successor Person formed by such consolidation or merger
shall sign a supplemental indenture and guarantee and succeed to, and be substituted for, an
exercise every right and power of, the Existing Guarantor;



WHEREAS, pursuant to Section 7.1 of each Supplemental Indenture, the Company and the Trustee are
authorized to execute this Fourth Supplemental Indenture without consent of Holders of the Notes.



NOW, THEREFORE, for good and valuable consideration, the receipt of which is acknowledged, each
Successor Guarantor hereby succeeds to the guarantee of the Company’s obligations under the Notes
as follows:




          1. Capitalized Terms. Capitalized terms used herein without definition shall have the
meanings assigned to them in the Indenture.




          2. Guarantee, Etc. Each Successor Guarantor hereby agrees that from and after the
date hereof it shall be a Guarantor under the Indenture and be bound by its terms thereof
applicable to Guarantors and shall be entitled to all of the rights and subject to all of the
obligations of a Guarantor thereunder.




          3. Ratification of Indenture; Supplemental Indenture Part of Indenture. The Indenture
is in all respects ratified and confirmed, and all terms, conditions and provisions thereof shall
remain in full force and effect. This Fourth Supplemental Indenture shall form a part of the
Indenture for all purposes, and every Holder of Notes heretofore or hereafter authenticated and
delivered shall be bound hereby.




          4. Representations and Warranties. Each Successor Guarantor hereby represents that
(a) it is duly organized, validly existing and in good standing under the laws of the jurisdiction
of its organization, (b) it has full power, authority and legal rights to execute and deliver this
Fourth Supplemental Indenture and to perform its obligations hereunder and under the Indenture, (c)
the execution, delivery and performance by it of this Fourth Supplemental Indenture has been duly
authorized by all necessary corporate action, and no other proceedings or actions on the part of
such Successor Guarantor are necessary therefor and (d) this Fourth Supplemental Indenture has been
duly and validly executed and delivered by such Successor Guarantor and constitutes a legal, valid
and binding obligation of such Successor Guarantor, enforceable against such Successor Guarantor in
accordance with its terms (subject to applicable bankruptcy, insolvency, receivership,
reorganization, moratorium and other similar laws of general applicability relating to or
affecting creditors’ rights and to general equity principles).







 









 








          5. No Personal Liability of Directors, Officers, Employees or Stockholders. No
director, officer, employee, member or stockholder of each of the Successor Guarantors, as such,
will have any liability for any obligations of the Company, any Existing Guarantor or any Successor
Guarantor under the Notes, the Indenture or the Guarantees, or for any claim based on, in respect
of, or by reason of, such obligations or their creation. Each Holder of Notes, by accepting a
Note, waives and releases the Company, each Existing Guarantor and each Successor Guarantor from
all such liability. The waiver and release are part of the consideration for issuance of the
Guarantee by each Successor Guarantor.




          6. GOVERNING LAW. THIS FOURTH SUPPLEMENTAL INDENTURE AND THE GUARANTEES HEREUNDER
SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK WITHOUT
GIVING EFFECT TO THE CONFLICTS OF LAWS PRINCIPLES THEREOF.




          7. Counterparts. This Fourth Supplemental Indenture may be executed in any number of
counterparts, each of which shall be deemed an original; but all such counterparts shall together
constitute but one and the same instrument.




          8. Effect of Headings. The Section headings herein are for convenience only and shall
not affect the construction hereof.




          9. Trustee. The Trustee shall not be responsible in any manner whatsoever for or in
respect of the validity or sufficiency of this Fourth Supplemental Indenture or for or in respect
of the recitals contained herein, all of which recitals are made solely by the Successor
Guarantors, the Existing Guarantors and the Company.




2









 




IN WITNESS WHEREOF, the parties hereto have caused this Fourth Supplemental Indenture to be duly
executed, all as of the day and year first above written.




	 	 	 	 	 
	 	EXPRESS SCRIPTS, INC.

 	 
	 	By:  	/s/ Martin P. Akins
 	 
	 	 	Name:  	Martin P. Akins 	 
	 	 	Title:  	Associate General Counsel 	 
	 



AIRPORT HOLDINGS, LLC

ESI REALTY, LLC


By: Express Scripts, Inc., as sole Member




	 	 	 	 	 
	 	By:  	            /s/ Martin P. Akins
 	 
	 	 	Name:  	Martin P. Akins 	 
	 	 	Title:  	Secretary 	 
	 




 









 





BYFIELD DRUG, INC.

CHESAPEAKE INFUSION, INC.

CURASCRIPT, INC.

CURASCRIPT PBM SERVICES, INC.

ESI MAIL PHARMACY SERVICE, INC.

EXPRESS SCRIPTS SPECIALTY

DISTRIBUTION SERVICES, INC.

EXPRESS SCRIPTS UTILIZATION

MANAGEMENT CO.

FRECO, INC.

FREEDOM SERVICE COMPANY, LLC

HEALTHBRIDGE REIMBURSEMENT AND

PRODUCT SUPPORT, INC.

IBIOLOGIC, INC.

LYNNFIELD DRUG, INC.

MATRIX GPO LLC

MOORESVILLE ON-SITE PHARMACY, LLC

PRIORITYHEALTHCARE.COM, INC.

PRIORITY HEALTHCARE CORPORATION

PRIORITY HEALTHCARE CORPORATION
WEST

PRIORITY HEALTHCARE PHARMACY, INC.

SINUSPHARMACY, INC.

SPECIALTY INFUSION PHARMACY, INC.

SPECTRACARE, INC.

SPECTRACARE HEALTH CARE

VENTURES, INC.

SPECTRACARE INFUSION PHARMACY, INC.




	 	 	 	 	 
	 	 	 
	 	By:  	               /s/ Patrick McNamee
 	 
	 	 	Name:  	Patrick McNamee 	 
	 	 	Title:  	President 	 
	 



CARE CONTINUUM, INC.

HEALTHBRIDGE, INC.

LYNNFIELD COMPOUNDING CENTER, INC.

PHOENIX MARKETING GROUP, LLC

PRIORITY HEALTHCARE DISTRIBUTION, INC.




	 	 	 	 	 
	 	 	 
	 	By:  	                    /s/ Michael Holmes
 	 
	 	 	Name:  	Michael Holmes 	 
	 	 	Title:  	President 	 
	 




 









 





CFI OF NEW JERSEY, INC.

DIVERSIFIED PHARMACEUTICAL SERVICES, INC.

ESI CLAIMS, INC.

ESI ENTERPRISES, LLC

EXPRESS SCRIPTS PHARMACEUTICAL

PROCUREMENT, LLC

EXPRESS SCRIPTS SALES DEVELOPMENT CO.

EXPRESS SCRIPTS SENIOR CARE, INC.

EXPRESS SCRIPTS SENIOR CARE

HOLDINGS, INC.

IVTX, INC.

NATIONAL PRESCRIPTION

ADMINISTRATORS, INC.

VALUE HEALTH, INC.

YOURPHARMACY.COM, INC.




	 	 	 	 	 
	 	 	 
	 	By:  	                    /s/ George Paz
 	 
	 	 	Name:  	George Paz 	 
	 	 	Title:  	President 	 
	 



	 	 	 	 	 
	 	CONNECTYOURCARE, LLC

CONNECTYOURCARE COMPANY, LLC

 	 
	 	By:  	/s/ Marc Palmer
 	 
	 	 	Name:  	Marc Palmer 	 
	 	 	Title:  	President 	 
	 



ESI PARTNERSHIP




By: Express Scripts, Inc., as Partner




	 	 	 	 	 
	 	 	 
	 	By:  	                  ./s/ George Paz
 	 
	 	 	Name:  	George Paz 	 
	 	 	Title:  	Chairman, Chief Executive Officer and President 	 
	 



By: ESI-GP Holdings, Inc., as Partner




	 	 	 	 	 
	 	 	 
	 	By:  	                  /s/ Tom Rocheford
 	 
	 	 	Name:  	Tom Rocheford 	 
	 	 	Title:  	President 	 
	 




 









 





	 	 	 	 	 
	 	ESI-GP HOLDINGS, INC.

ESI RESOURCES, INC.

 	 
	 	By:  	/s/ Tom Rocheford
 	 
	 	 	Name:  	Tom Rocheford 	 
	 	 	Title:  	President 	 
	 
	 	EXPRESS SCRIPTS CANADA HOLDING, CO.

 	 
	 	By:  	/s/ Michael Biskey
 	 
	 	 	Name:  	Michael Biskey 	 
	 	 	Title:  	President 	 
	 
	 	MSC — MEDICAL SERVICES COMPANY

SPEEDY RE-EMPLOYMENT, LLC

 	 
	 	By:  	/s/ Edward Ignaczak
 	 
	 	 	Name:  	Edward Ignaczak 	 
	 	 	Title:  	President 	 
	 



SPECTRACARE OF INDIANA




By: Spectracare, Inc., as Partner




	 	 	 	 	 
	 	 	 
	 	By:  	                    /s/ Patrick McNamee
 	 
	 	 	Name:  	Patrick McNamee 	 
	 	 	Title:  	President 	 
	 



By: Care Continuum, Inc., as Partner




	 	 	 	 	 
	 	 	 
	 	By:  	                   /s/ Michael Holmes
 	 
	 	 	Name:  	Michael Holmes 	 
	 	 	Title:  	President 	 
	 




 









 





	 	 	 	 	 	 	 	 	 

	 	 	NEXTRX LLC,	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	by	 	 	 	 
	 

	 	 	 	 	 	/s/ Martin P. Akins
 

	 	 
	 

	 	 	 	 	 	Name: Martin P.
Akins	 	 
	 

	 	 	 	 	 	Title: Secretary	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	NEXTRX, INC.	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	by	 	 	 	 
	 

	 	 	 	 	 	/s/ Martin P. Akins
 

	 	 
	 

	 	 	 	 	 	Name: Martin P.
Akins	 	 
	 

	 	 	 	 	 	Title: Secretary	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	NEXTRX SERVICES, INC.	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	by	 	 	 	 
	 

	 	 	 	 	 	/s/ Martin P. Akins
 

	 	 
	 

	 	 	 	 	 	Name: Martin P. Akins	 	 
	 

	 	 	 	 	 	Title: Secretary	 	 






 









 






	 	 	 	 	 	 	 	 	 

	 	 	UNION BANK, N.A., AS TRUSTEE	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	By	 	 	 	 
	 

	 	 	 	 	 	/s/ Hugo Gindraux
 

	 	 
	 

	 	 	 	 	 	Name: Hugo Gindraux	 	 
	 

	 	 	 	 	 	Title: Vice President