EXPRESS SCRIPTS, INC. 23,000,000 Shares of Common Stock UNDERWRITING AGREEMENT

Exhibit 1.2

EXPRESS SCRIPTS, INC.

23,000,000 Shares of Common Stock

UNDERWRITING AGREEMENT

June 4, 2009

J.P. Morgan Securities Inc.,
    383 Madison Avenue, 4th Floor,
    New York, N.Y. 10179

Credit Suisse Securities (USA) LLC,
    Eleven Madison Avenue,
    New York, N.Y. 10010-3629

Citigroup Global Markets Inc.,
    388 Greenwich Street,
    New York, N.Y. 10013

As representatives (the “ Representatives ”) of the Several Underwriters

Dear Sirs:

     1.  Introductory. Express Scripts, Inc., a Delaware corporation (the “ Company ”), agrees with the several Underwriters named in Schedule A hereto (the “ Underwriters ”) to issue and sell to the several Underwriters 23,000,000 shares (“ Firm Securities ”) of its common stock, par value $0.01 per share (“ Securities ”) and also proposes to issue and sell to the Underwriters, at the option of the Underwriters, an aggregate of not more than 3,450,000 shares (“ Optional Securities ”) of its Securities as set forth below. The Firm Securities and the Optional Securities are herein collectively called the “ Offered Securities ”. The Offered Securities will have attached thereto rights (the “Rights”) to purchase a preferred share purchase right. The Rights are to be issued pursuant to a Rights Agreement (the “Rights Agreement”) dated as of July 25, 2001 between the Company and American Stock Transfer & Trust Company.

     As part of the transactions described under the heading “The Acquisition” in the General Disclosure Package, pursuant to a Stock and Interest Purchase Agreement (the “ Purchase Agreement ”) dated as of April 9, 2009, between the Company and WellPoint, Inc. (the “ Seller ”), the Company intends to acquire (the “ Acquisition ”) from the Seller each of NextRx, LLC, an Ohio limited liability company (“ NextRx LLC ”), NextRx, Inc., a Delaware corporation (“ NextRx ”) and NextRx Services, Inc., a New York corporation (“ NextRx Services ”, and together with NextRx LLC and NextRx, the “ Target Companies ”, each a “ Target Company ”). Immediately following consummation of the Acquisition, NextRx Sub I, LLC, NextRx Sub II, LLC and NextRx Sub III, LLC (collectively, the “ NextRx Subs ”), will be merged with and into each of the Target Companies, with the Target Companies to be the surviving entities (the “ NextRx Mergers ”) and successor guarantors of the Company’s 5.250% senior notes due 2012, the Company’s 6.250% senior notes due 2014 and the Company’s 7.250% senior notes due 2019.

     2.  Representations and Warranties of the Company and the Subsidiaries. The Company and each Subsidiary listed on Schedule B hereto (the “ Subsidiaries ”) jointly and severally represent and warrant to, and agrees with, the several Underwriters that:

     (a) Filing and Effectiveness of Registration Statement; Certain Defined Terms . The Company has filed with the Commission a registration statement on Form S-3 (No. 333-159654), including a related prospectus or prospectuses, covering the registration of the Offered Securities under the Act and the Rights, which has become effective. “ Registration Statement ” at any

particular time means such registration statement in the form then filed with the Commission, including any amendment thereto, any document incorporated by reference therein and all 430B Information and all 430C Information with respect to such registration statement, that in any case has not been superseded or modified. “ Registration Statement ” without reference to a time means the Registration Statement as of the Effective Time. For purposes of this definition, 430B Information shall be considered to be included in the Registration Statement as of the time specified in Rule 430B.

     For purposes of this Agreement:

     “ 430B Information ” means information included in a prospectus then deemed to be a part of the Registration Statement pursuant to Rule 430B(e) or retroactively deemed to be a part of the Registration Statement pursuant to Rule 430B(f).

     “ 430C Information ” means information included in a prospectus then deemed to be a part of the Registration Statement pursuant to Rule 430C.

     “ Act ” means the Securities Act of 1933, as amended.

     “ Applicable Time ” means 5:00 p.m. (Eastern time) on the date of this Agreement.

     “ Closing Date ” has the meaning defined in Section 3 hereof.

     “ Commission ” means the Securities and Exchange Commission.

     “ Effective Time ” of the Registration Statement relating to the Offered Securities means the time of the first contract of sale for the Offered Securities.

     “ Exchange Act ” means the Securities Exchange Act of 1934, as amended.

     “ Final Prospectus ” means the Statutory Prospectus that discloses the public offering price, other 430B Information and other final terms of the Offered Securities and otherwise satisfies Section 10(a) of the Act.

     “ General Use Issuer Free Writing Prospectus ” means any Issuer Free Writing Prospectus that is intended for general distribution to prospective investors, as evidenced by its being so specified in Schedule C to this Agreement.

     “ Issuer Free Writing Prospectus ” means any “issuer free writing prospectus,” as defined in Rule 433, relating to the Offered Securities in the form filed or required to be filed with the Commission or, if not required to be filed, in the form retained in the Company’s records pursuant to Rule 433(g).

     “ Limited Use Issuer Free Writing Prospectus ” means any Issuer Free Writing Prospectus that is not a General Use Issuer Free Writing Prospectus.

     “ Order ” means any judgment, order, injunction, decree, writ, stipulation, ruling, determination, award, permit or license of any governmental entity or any arbitrator.

     “ PBM Contract ” means that certain Pharmacy Benefit Management Services Agreement to be entered into between the Seller and the Company on the date the Acquisition is consummated.

     “ Rules and Regulations ” means the rules and regulations of the Commission.

     “ Securities Laws ” means, collectively, the Sarbanes-Oxley Act of 2002 (“ Sarbanes-Oxley ”), the Act, the Exchange Act, the Rules and Regulations, the auditing principles, rules, standards and practices applicable to auditors of “issuers” (as defined in Sarbanes-Oxley)

promulgated or approved by the Public Company Accounting Oversight Board and, as applicable, the rules of the NASDAQ Stock Market (“ Exchange Rules ”).

     “ Statutory Prospectus ” with reference to any particular time means the prospectus relating to the Offered Securities that is included in the Registration Statement immediately prior to that time, including all 430B Information and all 430C Information with respect to the Registration Statement. For purposes of the foregoing definition, 430B Information shall be considered to be included in the Statutory Prospectus only as of the actual time that form of prospectus (including a prospectus supplement) is filed with the Commission pursuant to Rule 424(b) and not retroactively.

     Unless otherwise specified, a reference to a “rule” is to the indicated rule under the Act.

     (b) Compliance with Securities Act Requirements . (i) (A) At the time the Registration Statement initially became effective, (B) at the time of each amendment thereto for the purposes of complying with Section 10(a)(3) of the Act (whether by post effective amendment, incorporated report or form of prospectus), (C) at the Effective Time relating to the Offered Securities and (D) on the Closing Date, the Registration Statement conformed and will conform in all material respects to the requirements of the Act and the Rules and Regulations and did not and will not include any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading and (ii) (A) on its date, (B) at the time of filing the Final Prospectus pursuant to Rule 424(b) and (C) on the Closing Date, the Final Prospectus will conform in all material respects to the requirements of the Act and the Rules and Regulations, and will not include any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading. The preceding sentence does not apply to (i) that part of the Registration Statement which will constitute the Statement of Eligibility and Qualification (Form T-1) under the Trust Indenture Act of the Trustee or (ii) statements in or omissions from any such document based upon written information furnished to the Company by any Underwriter through the Representatives specifically for use therein, it being understood and agreed that the only such information is that described as such in Section 8(b) hereof.

     (c) Automatic Shelf Registration Statement . (i) Well-Known Seasoned Issuer Status . (A) At the time of initial filing of the Registration Statement, (B) at the time of the most recent amendment thereto for the purposes of complying with Section 10(a)(3) of the Act (whether such amendment was by post-effective amendment, incorporated report filed pursuant to Section 13 or 15(d) of the Exchange Act or form of prospectus), and (C) at the time the Company or any person acting on its behalf (within the meaning, for this clause only, of Rule 163(c)) made any offer relating to the Offered Securities in reliance on the exemption of Rule 163, the Company was a “well known seasoned issuer” as defined in Rule 405, including not having been an “ineligible issuer” as defined in Rule 405.

     (ii) Effectiveness of Automatic Shelf Registration Statement . The Registration Statement is an “automatic shelf registration statement,” as defined in Rule 405, that initially became effective within three years of the date of this Agreement.

     (iii) Eligibility to Use Automatic Shelf Registration Form . The Company has not received from the Commission any notice pursuant to Rule 401(g)(2) objecting to use of the automatic shelf registration statement form. If at any time when Offered Securities remain unsold by the Underwriters the Company receives from the Commission a notice pursuant to Rule 401(g)(2) or otherwise ceases to be eligible to use the automatic shelf registration statement form, the Company will (i) promptly notify the Representatives, (ii) promptly file a new registration statement or post-effective amendment on the proper form relating to the Offered Securities, in a form satisfactory to the Representatives, (iii) use its best efforts to cause such registration statement or post-effective amendment to be declared effective as soon as practicable, and (iv) promptly notify the Representatives of such effectiveness. The Company will take all other action necessary

or appropriate to permit the public offering and sale of the Offered Securities to continue as contemplated in the registration statement that was the subject of the Rule 401(g)(2) notice or for which the Company has otherwise become ineligible. References herein to the Registration Statement shall include such new registration statement or post-effective amendment, as the case may be.

     (iv) Filing Fees . The Company has paid or shall pay the required Commission filing fees relating to the Offered Securities within the time required by Rule 456(b)(1) without regard to the proviso therein and otherwise in accordance with Rules 456(b) and 457(r).

     (d) Ineligible Issuer Status . (i) At the earliest time after the filing of the Registration Statement that the Company or another offering participant made a bona fide offer (within the meaning of Rule 164(h)(2)) of the Offered Securities and (ii) at the date of this Agreement, the Company was not and is not an “ineligible issuer,” as defined in Rule 405.

     (e) General Disclosure Package . As of the Applicable Time, neither (i) the General Use Issuer Free Writing Prospectus(es) issued at or prior to the Applicable Time and the preliminary prospectus supplement, dated June 2, 2009, including the base prospectus, dated June 2, 2009 (which is the most recent Statutory Prospectus distributed to investors generally), and the other information, if any, stated in Schedule C to this Agreement to be included in the General Disclosure Package, all considered together (collectively, the “ General Disclosure Package ”), nor (ii) any individual Limited Use Issuer Free Writing Prospectus, when considered together with the General Disclosure Package, included any untrue statement of a material fact or omitted to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The preceding sentence does not apply to statements in or omissions from any Statutory Prospectus or any Issuer Free Writing Prospectus in reliance upon and in conformity with written information furnished to the Company by any Underwriter through the Representatives specifically for use therein, it being understood and agreed that the only such information furnished by any Underwriter consists of the information described as such in Section 8(b) hereof.

     (f) Issuer Free Writing Prospectuses . Each Issuer Free Writing Prospectus, as of its issue date and at all subsequent times through the completion of the public offer and sale of the Offered Securities or until any earlier date that the Company notified or notifies the Representatives as described in the next sentence, did not, does not and will not include any information that conflicted, conflicts or will conflict with the information then contained in the Registration Statement. If at any time following issuance of an Issuer Free Writing Prospectus there occurred or occurs an event or development as a result of which such Issuer Free Writing Prospectus conflicted or would conflict with the information then contained in the Registration Statement or as a result of which such Issuer Free Writing Prospectus, if republished immediately following such event or development, would include an untrue statement of a material fact or omitted or would omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, (i) the Company has promptly notified or will promptly notify the Representatives and (ii) the Company has promptly amended or will promptly amend or supplement such Issuer Free Writing Prospectus to eliminate or correct such conflict, untrue statement or omission. The foregoing sentence does not apply to statements in or omissions from any Issuer Free Writing Prospectus in reliance upon and in conformity with written information furnished to the Company by any Underwriter through the Representatives specifically for use therein.

     (g) Good Standing of the Company. The Company (i) has been duly incorporated and is existing and in good standing under the laws of the State of Delaware, with power and authority (corporate and other) to own its properties and conduct its business as described in the General Disclosure Package and (ii) is duly qualified to do business as a foreign corporation in good standing in all other jurisdictions in which its ownership or lease of property or the conduct of its business requires such qualification, except in the case of clause (ii) where the failure to so qualify

would not result in a material adverse change in the condition, financial or otherwise, or in the earnings, business, affairs or business prospects of either (x) the Company and its subsidiaries considered as one enterprise, or (y) the Company and its subsidiaries, taken as one enterprise, after giving pro forma effect to the Acquisition, in each case, whether or not arising in the ordinary course of business (a “ Material Adverse Effect ”).

     (h) Subsidiaries . Each Subsidiary (i) has been duly organized and is existing and in good standing under the laws of the jurisdiction of its organization, with power and authority (corporate and other) to own its properties and conduct its business as described in the General Disclosure Package and (ii) is duly qualified to do business as a foreign corporation, limited partnership, limited liability company or other entity in good standing, where applicable, in all other jurisdictions in which its ownership or lease of property or the conduct of its business requires such qualification, except in the case of clause (ii) where the failure to so qualify would not have a Material Adverse Effect; and all of the issued and outstanding capital stock of each Subsidiary of the Company has been duly authorized and validly issued and is fully paid and nonassessable; and the capital stock of each Subsidiary owned by the Company, directly or through subsidiaries, is owned free from liens, encumbrances and defects.

     (i) Target Companies . To the knowledge of the Company (i) NextRx LLC is a limited liability company validly existing and in good standing under the laws of the State of Ohio, with limited liability company power and authority to own its properties and conduct its business as described in the General Disclosure Package; (ii) NextRx has been duly incorporated and is existing and in good standing under the laws of the State of Delaware, with the power and authority (corporate or other) to own its properties and conduct its business as described in the General Disclosure Package; (iii) NextRx Services has been duly incorporated and is existing and in good standing under the laws of the State of New York, with the power and authority (corporate or other) to own its properties and conduct its business as described in the General Disclosure Package; and (iv) each Target Company is duly qualified to do business as a foreign corporation in good standing in all other jurisdictions in which its ownership or lease of property or the conduct of its business requires such qualification.

     (j) Offered Securities; Rights . The Offered Securities and all other outstanding shares of capital stock of the Company have been duly authorized; the authorized equity capitalization of the Company is as set forth in the General Disclosure Package; all outstanding shares of capital stock of the Company are, and, when the Offered Securities have been delivered and paid for in accordance with this Agreement on each Closing Date, such Offered Securities will have been, validly issued, fully paid and nonassessable, will conform to the information in the General Disclosure Package and to the description of such Offered Securities contained in the Final Prospectus; the stockholders of the Company have no preemptive rights with respect to the Securities; and none of the outstanding shares of capital stock of the Company have been issued in violation of any preemptive or similar rights of any security holder; the Rights Agreement has been duly authorized, executed and delivered by the Company and constitutes a valid and legally binding agreement of the Company enforceable against the Company in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency or similar laws affecting creditors’ rights generally or by equitable principles relating to enforceability; and the Rights have been duly authorized by the Company and, when issued upon issuance of the Offered Securities, will be validly issued, and the preferred share purchase right has been duly authorized by the Company and validly reserved for issuance upon the exercise in accordance with the terms of the Rights Agreement and will be validly issued, fully paid and non-assessable.

     (k) Registration Rights . Except as disclosed in the General Disclosure Package, there are no contracts, agreements or understandings between the Company and any person granting such person the right to require the Company to file a registration statement under the Act with respect to any securities of the Company owned or to be owned by such person or to require the Company to include such securities in the securities registered pursuant to a Registration Statement or in any securities being registered pursuant to any other registration statement filed by the Company under the Act (collectively, “ registration rights ”), and any person to whom the Company has granted

registration rights has agreed not to exercise such rights until after the expiration of the Lock-Up Period referred to in Section 5 hereof.

     (l) Listing . The Offered Securities have been approved for listing on the NASDAQ Stock Market, subject to notice of issuance.

     (m) Absence of Further Requirements. No consent, approval, authorization, or order of, or filing or registration with, any governmental agency or body or any court is necessary or required for (i) the execution, delivery or performance by the Company, the Subsidiaries or, to the knowledge of the Company, the Target Companies of their obligations under this Agreement, the Offered Securities, or the consummation by the Company, the Subsidiaries or, to the knowledge of the Company, the Target Companies of the transactions contemplated by this Agreement, except such as have been obtained, or made and such as may be required under state securities laws or (ii) the execution, delivery or performance by the Company, the Subsidiaries or, to the knowledge of the Company other than as set forth in Schedule 3.6 to the Purchase Agreement, the Target Companies, as applicable, of the PBM Contract or the consummation of the Acquisition, except, in each case, as disclosed in the General Disclosure Package.

     (n) Title to Property . The Company, each Subsidiary and, to the knowledge of the Company other than as set forth in Schedule 3.21 to the Purchase Agreement, each of the Target Companies have good and marketable title to all of their respective real properties and good title to their respective personal properties, in each case free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equitable right except (A) as disclosed in the General Disclosure Package or (B) as does not have a Material Adverse Effect and does not interfere with the use made and proposed to be made of such property by the Company, each Subsidiary and each of the Target Companies considered as one enterprise; and all of the leases and subleases of the Company, each Subsidiary and each of the Target Companies considered as one enterprise, and under which the Company, any Subsidiary or, to the knowledge of the Company other than as set forth in Schedule 3.21 to the Purchase Agreement, any of the Target Companies holds properties described in the General Disclosure Package, are in full force and effect, except such failures to be in full force and effect that would not, individually or in the aggregate, result in a Material Adverse Effect.

     (o) Absence of Defaults and Conflicts Resulting from Transaction . The execution, delivery and performance by the Company and each Subsidiary of this Agreement and compliance with the terms and provisions thereof, the consummation of the transactions herein contemplated (including the use of proceeds from the sale of the Offered Securities, the Acquisition and the entry into the PBM Contract) and the issuance and sale of the Offered Securities will not result in a breach or violation of any of the terms and provisions or result in the imposition of any lien, charge or encumbrance upon any property or assets of the Company, any Subsidiary or, to the knowledge of the Company, any of the Target Companies pursuant to, (i) the charter or by-laws or similar organizational documents of the Company, any Subsidiary or, to the knowledge of the Company, any of the Target Companies, (ii) any statute, rule, regulation or order of any governmental agency or body or any court, domestic or foreign, having jurisdiction over the Company, any Subsidiary or, to the knowledge of the Company, any of the Target Companies or any of their properties, or (iii) any agreement or instrument to which the Company, any Subsidiary or, to the knowledge of the Company other than as set forth in Schedule 3.2(b) of the Purchase Agreement, any of the Target Companies is a party or by which the Company, any Subsidiary or, to the knowledge of the Company other than as set forth in Schedule 3.2(b) of the Purchase Agreement, any of the Target Companies is bound or to which any of the properties of the Company, any Subsidiary or, to the knowledge of the Company other than as set forth in Schedule 3.2(b) of the Purchase Agreement, any of the Target Companies is subject, except in the case of clauses (ii) and (iii), for such breaches, defaults, liens, charges or encumbrances that would not, individually or in the aggregate, result in a Material Adverse Effect.

     (p) Absence of Existing Defaults and Conflicts . None of the Company, any Subsidiary or, to the knowledge of the Company other than as set forth in Schedule 3.16 of the Purchase

Agreement, any of the Target Companies is in violation of its respective organizational documents or in default (or with the giving of notice or lapse of time would be in default) under any existing obligation, agreement, covenant or condition contained in any indenture, loan agreement, mortgage, lease or other agreement or instrument to which any of them is a party or by which any of them is bound or to which any of the properties of any of them is subject, except such defaults that would not, individually or in the aggregate, result in a Material Adverse Effect.

     (q) Authorization of Agreements . This Agreement has been duly authorized, executed and delivered by the Company and each Subsidiary.

     (r) Possession of Licenses and Permits . The Company, the Subsidiaries and, to the knowledge of the Company other than as set forth in Schedule 3.9 to the Purchase Agreement, the Target Companies (A) possess, and are in compliance with the terms of, all adequate certificates, authorizations, franchises, licenses and permits (including certificates of need, licenses, pharmacy licenses, Medicare provider numbers, accreditations and other similar documentation or approvals of any local health departments or any governmental authority) (collectively, “ Licenses ”) necessary or material to the conduct of the business now conducted except where the failure to possess any such License would not result in a Material Adverse Effect and (B) have not received any notice of proceedings relating to the revocation or modification of any Licenses that, if determined adversely to the Company, any Subsidiary or any of the Target Companies, would individually or in the aggregate, have a Material Adverse Effect.

     (s) Accurate Disclosure . The statements in the General Disclosure Package and the Final Prospectus under the headings “The Acquisition” and “Description of Common Stock” insofar as such statements summarize legal matters, agreements, documents or proceedings discussed therein, are accurate and fair summaries of such legal matters, agreements, documents or proceedings and present the information required to be shown.

     (t) Absence of Manipulation . The Company has not taken, directly or indirectly, any action that is designed to or that has constituted or that would reasonably be expected to cause or result in the stabilization or manipulation of the price of any security of the Company to facilitate the sale or resale of the Offered Securities.

     (u) Internal Controls and Compliance with the Sarbanes-Oxley Act . Except as set forth in the General Disclosure Package, the Company, its subsidiaries and the Company’s Board of Directors (the “ Board ”) are in compliance in all material respects with Sarbanes-Oxley. The Company maintains a system of internal controls, including, but not limited to, disclosure controls and procedures, internal controls over accounting matters and financial reporting, an internal audit function and legal and regulatory compliance controls (collectively, “ Internal Controls ”) that comply with the Securities Laws and are sufficient to provide reasonable assurances that (i) transactions are executed in accordance with management’s general or specific authorizations, (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with U.S. Generally Accepted Accounting Principles and to maintain accountability for assets, (iii) access to assets is permitted only in accordance with management’s general or specific authorization and (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. The Company’s Internal Control over financial reporting is effective and the Company is not aware of any material weakness in its Internal Control over financial reporting. Except as disclosed in the Disclosure Package and the Final Prospectus, since December 31, 2008, there has been no change in the Company’s Internal Control over financial reporting that has materially affected, or is reasonably likely to materially affect, the Company’s Internal Control over financial reporting. The Company maintains “disclosure controls and procedures” (as such term is defined in Rule 13a-15(e) under the Exchange Act) that comply with the requirements of the Exchange Act; such disclosure controls and procedures have been designed to ensure that material information relating to the Company and its subsidiaries is made known to the Company’s principal executive officer and principal financial officer by others within those entities; and such disclosure controls and procedures are effective.

     (v) Litigation . Except as disclosed in the General Disclosure Package, there are no pending actions, suits or proceedings (including any inquiries or investigations by or before any court or governmental agency or body, domestic or foreign), involving the Company, any of its subsidiaries or, to the knowledge of the Company other than as set forth in Schedule 3.10 to the Purchase Agreement, any Target Company or any of their respective properties that, if determined adversely to the Company, any subsidiary or any Target Company, would individually or in the aggregate have a Material Adverse Effect, or would materially and adversely affect the ability of the Company or any Subsidiary to perform its obligations under this Agreement; and no such actions, suits or proceedings (including any inquiries or investigations by any court or governmental agency or body, domestic or foreign) are, to the Company’s knowledge, threatened.

     (w) Medicare; Medicaid . Except as disclosed in the General Disclosure Package and the Final Prospectus, neither the Company nor, to the knowledge of the Company other than as set forth in Schedule 3.9 to the Purchase Agreement, any Target Company has received written notice of any, and to the knowledge of any officer or director of the Company there are no material Medicare, Medicaid, or any other managed care recoupment or recoupments of any third-party payor being sought, threatened, requested or claimed against the Company, any Subsidiary or, to the knowledge of the Company, any Target Company.

     (x) Financial Statements . The financial statements included or incorporated by reference in the Registration Statement and the General Disclosure Package together with the related schedules and notes present fairly in all material respects the financial position of (i) the Company and its consolidated subsidiaries and (ii) to the knowledge of the Company, the Target Companies, in each case, as of the dates shown and their results of operations and cash flows for the periods shown, and such financial statements have been prepared in conformity with the generally accepted accounting principles in the United States applied on a consistent basis with respect to the Company and the Target Companies, respectively, and the schedules included or incorporated by reference in the Registration Statement present fairly the information required to be stated therein, and the assumptions used in preparing the pro forma financial statements included in the Registration Statement and the General Disclosure Package provide a reasonable basis for presenting the significant effects directly attributable to the transactions or events described therein, the related pro forma adjustments give appropriate effect to those assumptions, and the pro forma columns therein reflect the proper application of those adjustments to the corresponding historical financial statement amounts.

     (y) Capitalization . The stockholder’s equity and long-term indebtedness of the Company as of March 31, 2009 was as set forth in the General Disclosure Package in the column entitled “Actual” under the caption “Capitalization”; and there has not been (i) any subsequent issuance of capital stock of the Company, except for subsequent issuances, if any, pursuant to any outstanding securities, benefit or compensation plans disclosed in the General Disclosure Package or (ii) any subsequent increase, if any, in the outstanding principal amount of long-term indebtedness, except as otherwise disclosed in the General Disclosure Package or under instruments outstanding at March 31, 2009.

     (z) No Material Adverse Change in Business . Except as disclosed in the General Disclosure Package, since the end of the period covered by the latest financial statements included or incorporated by reference in the General Disclosure Package (i) there has been no change, nor any development or event involving a prospective change, in the condition (financial or otherwise), results of operations, business or properties of either (x) the Company and its subsidiaries, taken as a whole or (y) the Company and its subsidiaries, taken as a whole after giving pro forma effect to the Acquisition, that is material and adverse, (ii) except as disclosed in or contemplated by the General Disclosure Package, there has been no dividend or distribution of any kind declared, paid or made by the Company or, to the knowledge of the Company, any Target Company on any class of its capital stock and (iii) except as disclosed in or contemplated by the General Disclosure Package, there has been no material adverse change in the capital stock, short-term indebtedness, long-term indebtedness, net current assets or net assets of the Company, its subsidiaries or, to the knowledge of the Company, any Target Company.