EXHIBIT 10.4
April 12, 2002
CREDIT SUISSE FIRST BOSTON,
as Collateral Agent and as Secured Party
Eleven ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
Ladies and Gentlemen:
Reference is made to that certain Subsidiary Pledge Agreement,
dated as of April 1, 1999, as amended by Amendment No. 1 to Subsidiary Pledge
Agreement, dated as of the date hereof (as amended, amended and restated,
supplemented or otherwise modified from time to time, the "PLEDGE AGREEMENT";
capitalized terms used but not otherwise defined herein shall have the meanings
assigned to such terms in the Pledge Agreement), among each of the Pledgors from
time to time party thereto and CREDIT SUISSE FIRST BOSTON, as Collateral Agent
and as Secured Party (in such capacity and together with any successors in such
capacity, the "SECURED PARTY").
This letter agreement supplements the Pledge Agreement and is
delivered by the undersigned (each, a "NEW PLEDGOR"), pursuant to SECTION 6.8A
of the Credit Agreement. Each New Pledgor hereby agrees to be bound as a Pledgor
by all of the terms, covenants and conditions set forth in the Pledge Agreement
to the same extent that it would have been bound if it had been a signatory to
the Pledge Agreement on the execution date of the Pledge Agreement; provided,
that such New Pledgor's right, title and interest in and to investment property
relating to the following Persons shall not constitute Pledged Shares or Pledged
Collateral under the Pledge Agreement: (i) Exempt Subsidiaries (as such term is
defined in the Credit Agreement), (ii) Persons excluded from the definition of
Subsidiary (as such term is defined in the Credit Agreement) as set forth in the
proviso of such definition and (iii) any Subsidiary that is an unlimited
liability company or partnership the pledge of whose shares or membership
interests the Collateral Agent has reasonably determined is not in the best
interest of the Lenders pursuant to the second proviso of SECTION 6.8A of the
Credit Agreement (it being understood that on the date hereof, the following
Subsidiaries are excluded pursuant to this clause (iii): (1) ESI Canada, an
Ontario partnership, (2) ESI-GP Canada, ULC, a New Brunswick unlimited liability
company and (3) Express Scripts Canada Co., a New Brunswick unlimited liability
company). Each New Pledgor hereby makes each of the representations and
warranties set forth in SECTION 4 of the Pledge Agreement with respect to
Pledged Collateral beneficially owned by it; PROVIDED, HOWEVER, that in respect
of SECTION 4(B) of the Pledge Agreement, ESI-GP Holdings, Inc. represents and
warrants that its pledged interest in ESI Partnership constitutes 18% of the
total partnership interest therein.
Attached hereto as EXHIBIT A is a supplement to SCHEDULE I to
the Pledge Agreement with respect to the New Pledgors which shall be deemed to
be part of the Pledge Agreement.
This letter agreement and any amendments, waivers, consents or
supplements hereto may be executed in any number of counterparts and by
different parties hereto in separate counterparts, each of which when so
executed and delivered shall be deemed to be an original, but all such
counterparts together shall constitute one and the same agreement.
THIS AGREEMENT SHALL BE GOVERNED BY, AND SHALL BE CONSTRUED
AND ENFORCED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK, EXCLUDING (TO
THE GREATEST EXTENT PERMITTED BY LAW) ANY RULE OF LAW THAT WOULD CAUSE THE
APPLICATION OF THE LAWS OF ANY JURISDICTION OTHER THAN THE STATE OF NEW YORK.
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IN WITNESS WHEREOF, each New Pledgor has caused this letter
agreement to be executed and delivered by its duly authorized officer as of the
date first above written.
CENTRAL FILL, INC.
CENTRAL FILL OF NEW JERSEY INC.
DIVERSIFIED PHARMACEUTICAL SERVICES,
INC.
ESI AIRPORT PROPERTIES, L.L.C.
ESI CLAIMS, INC.
ESI MAIL PHARMACY SERVICE, INC.
ESI PARTNERSHIP
ESI REALTY, L.L.C.
ESI RESOURCES, INC.
ESI-GP HOLDINGS, INC.
EXPRESS ACCESS PHARMACY, INC.
EXPRESS SCRIPTS CANADA HOLDING CO.
EXPRESS SCRIPTS SALES DEVELOPMENT CO.
EXPRESS SCRIPTS SPECIALTY DISTRIBUTION
SERVICES, INC.
EXPRESS SCRIPTS UTILIZATION MANAGE-
MENT CO.
IVTx, INC.
NATIONAL PRESCRIPTION ADMINISTRATORS,
INC.
PHOENIX MARKETING GROUP, L.L.C.
VALUE HEALTH, INC.
YOURPHARMACY, INC.
By: /s/ ▇▇▇▇▇▇ ▇▇▇
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Name: ▇▇▇▇▇▇ ▇▇▇
Title: Vice President
AGREED TO AND ACCEPTED:
CREDIT SUISSE FIRST BOSTON,
as Secured Party
By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
------------------------------------------
Name: ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
Title: Managing Director
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇
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Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇
Title: Managing Director
Pledgor: ESI MAIL PHARMACY SERVICE, INC.
Class of Stock Par Number
STOCK ISSUER STOCK CERTIFICATE NOS. VALUE OF SHARES
------------ --------- --------------- ----- ---------
Central Fill, Inc. Common
Central Fill of New Jersey, Inc. Common
Express Access Pharmacy, Inc. Common 1 $1.00 100
Pledgor: ESI PARTNERSHIP
Class of Stock Par Number
STOCK ISSUER STOCK CERTIFICATE NOS. VALUE OF SHARES
------------ --------- --------------- ----- ---------
ESI Resources, Inc. Common 1 $1.00 1,000
Pledgor: ESI-GP HOLDINGS, INC.
Class of Stock Par Number
STOCK ISSUER STOCK CERTIFICATE NOS. VALUE OF SHARES
------------ --------- --------------- ----- ---------
ESI Partnership General Partnership N/A N/A 18% Interest
Interest
The following Pledgors do not have Pledged Shares or Pledged
Collateral:
Central Fill, Inc.
Central Fill Of New Jersey, Inc.
Diversified Pharmaceutical Services, Inc.
ESI Airport Properties, L.L.C.
ESI Claims, Inc.
ESI Realty, L.L.C.
ESI Resources, Inc.
Express Access Pharmacy, Inc.
Express Scripts Canada Holding Co.
Express Scripts Sales Development Co.
Express Scripts Specialty Distribution Services, Inc.
Express Scripts Utilization Management Co.
IVTx, Inc.
National Prescription Administrators, Inc.
Phoenix Marketing Group, L.L.C.
Value Health, Inc.
YourPharmacy, Inc.