Ninth Supplemental Indenture, dated as of May 29, 2012



 Exhibit 4.2 
 NINTH SUPPLEMENTAL INDENTURE 
 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”). 

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 (the “Base Indenture”), as supplemented by the First Supplemental
Indenture thereto, dated as of June 9, 2009 (the “First Supplemental Indenture”), relating to the Company’s 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 Company’s 6.250% Notes due 2014 (the “2014 Notes”), the Third Supplemental Indenture thereto, dated as of June 9, 2009 (the
“Third Supplemental Indenture”), relating to the Company’s 7.250% Notes due 2019 (the “2019 Notes”), the Fourth Supplemental Indenture thereto, dated as of December 1, 2009 (the “Fourth
Supplemental Indenture”), to add subsidiary guarantees, the Fifth Supplemental Indenture thereto, dated as of April 26, 2011 (the “Fifth Supplemental Indenture”), to add subsidiary guarantees, the Sixth Supplemental
Indenture thereto, dated as of May 2, 2011 (the “Sixth Supplemental Indenture”), relating to the Company’s 3.125% Notes due 2016 (together with the 2012 Notes, the 2014 Notes and the 2019 Notes, the
“Notes”), the Seventh Supplemental Indenture thereto, dated as of November 21, 2011 (the “Seventh Supplemental Indenture”) to add subsidiary guarantees and the Eighth Supplemental Indenture thereto, dated as of
April 2, 2012 (together with the First Supplemental Indenture, the Second Supplemental Indenture, the Third Supplemental Indenture, the Fourth Supplemental Indenture, the Fifth Supplemental Indenture, the Sixth Supplemental Indenture and the
Seventh Supplemental Indenture, the “Supplemental Indentures” and the Base Indenture as so supplemented, the “Indenture”), to add guarantees; 
 WHEREAS, each Additional Guarantor desires to provide a full and unconditional guarantee (the “Guarantee”) of the obligations of the Company under the Notes, the Securities (as defined in
the Indenture) and the Indenture on the terms and conditions set forth herein; 
 WHEREAS, the Company has complied with all
conditions precedent provided for in the Base Indenture and each Supplemental Indenture relating to this Ninth Supplemental Indenture; and 
 WHEREAS, pursuant to Section 901 of the Base Indenture and Section 7.1 of each of the First Supplemental Indenture, the Second Supplemental Indenture, the Third Supplemental Indenture and the
Sixth Supplemental Indenture, the Company, the Trustee and the Additional Guarantors are authorized to execute and deliver this Ninth Supplemental Indenture. 
 NOW, THEREFORE, for good and valuable consideration, the receipt of which is acknowledged, each Additional Guarantor hereby guarantees the Company’s obligations under the Securities 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 Additional 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 Ninth Supplemental Indenture shall form a part of the Indenture for all purposes, and every Holder of Securities heretofore or hereafter authenticated and
delivered shall be bound hereby. 







 4. Representations and Warranties. Each Additional 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 Ninth Supplemental Indenture and to
perform its obligations hereunder and under the Indenture, (c) the execution, delivery and performance by it of this Ninth Supplemental Indenture has been duly authorized by all necessary corporate action, and no other proceedings or actions on
the part of such Additional Guarantor are necessary therefor and (d) this Ninth Supplemental Indenture has been duly and validly executed and delivered by such Additional Guarantor and constitutes a legal, valid and binding obligation of such
Additional Guarantor, enforceable against such Additional 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 any Additional Guarantor, as such, will have any liability for any obligations of the Company, any Existing Guarantor or any other Additional Guarantor under the
Securities, 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 Securities, by accepting a Security, waives and releases the Company, each Existing Guarantor
and each Additional Guarantor from all such liability. The waiver and release are part of the consideration for issuance of the Guarantee by the Additional Guarantors. 
 6. GOVERNING LAW. THIS NINTH SUPPLEMENTAL INDENTURE AND THE GUARANTEES HEREUNDER SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK. 

7. Counterparts. This Ninth 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 Ninth Supplemental Indenture or for or in respect of the recitals contained herein, all of which recitals are made solely by the
Additional Guarantors, the Existing Guarantors and the Company. 







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

			
	EXPRESS SCRIPTS, INC.
		
	 By:
	 	  /s/ Keith J. Ebling

	 Name: Keith J. Ebling

	 Title: Vice President



 EXISTING GUARANTORS 

 

			
	EXPRESS SCRIPTS HOLDING COMPANY
		
	By:	 	/s/ Keith J. Ebling
	Name: Keith J. Ebling
	 Title: Executive Vice President, General Counsel,
           and Secretary

	
	AIRPORT HOLDINGS, LLC
	ESI REALTY, LLC
	
	By: Express Scripts, Inc., as sole Member
		
	By:	 	/s/ Keith J. Ebling
	Name: Keith J. Ebling
	Title:	 	Vice President


 [Signature Page to Express Scripts, Inc. Ninth Supplemental Indenture] 







 
	
	 BYFIELD DRUG, INC.

	 CARE CONTINUUM, INC.

	 CFI OF NEW JERSEY, INC.

	 CHESAPEAKE INFUSION, INC.
 CONNECTYOURCARE COMPANY, LLC
 CONNECTYOURCARE,
LLC

	 CURASCRIPT PBM SERVICES, INC.

	 DIVERSIFIED PHARMACEUTICAL SERVICES, INC.

ESI ACQUISITION, INC.

	 ESI CLAIMS, INC.ESI ENTERPRISES, LLC

ESI MAIL ORDER PROCESSING, INC.

	 EXPRESS SCRIPTS CANADA HOLDING, CO.

	 EXPRESS SCRIPTS CANADA HOLDING, LLC

	 EXPRESS SCRIPTS PHARMACEUTICAL PROCUREMENT, LLC

	 EXPRESS SCRIPTS SERVICES COMPANY FRECO, INC.

	 FREEDOM SERVICE COMPANY, LLC

	 HEALTHBRIDGE, INC.

	 HEALTHBRIDGE REIMBURSEMENT AND PRODUCT SUPPORT, INC.

iBIOLOGIC, INC.
 IVTX, INC.

LYNNFIELD COMPUNDING CENTER, INC.
 LYNNFIELD DRUG, INC.

	 MATRIX GPO LLC
 NATIONAL PRESCRIPTION ADMINISTRATORS, INC.

PRIORITY HEALTHCARE CORPORATION
 PRIORITY HEALTHCARE CORPORATION WEST
 PRIORITY HEALTHCARE
DISTRIBUTION, INC.
 PRIORITY HEALTHCARE PHARMACY, INC.

	 PRIORITYHEALTHCARE.COM, INC.

SINUSPHARMACY, INC.
 SPECIALTY INFUSION PHARMACY, INC.
 SPECTRACARE, INC.

SPECTRACARE HEALTH CARE VENTURES, INC.
 SPECTRACARE INFUSION PHARMACY, INC.
 VALUE HEALTH,
INC.
 YOURPHARMACY.COM, INC.

	 MEDCO HEALTH SOLUTIONS, INC.

	 ACCREDO HEALTH, INCORPORATED

	 ACCREDO HEALTH GROUP, INC.

	 MEDCO HEALTH SERVICES, INC.

	
	By: /s/ Keith J.
Ebling                                        
                                        

	      Name: Keith J. Ebling
	      Title: Vice President
	
	 CURASCRIPT, INC.

	 EXPRESS SCRIPTS UTILIZATION MANAGEMENT CO.

	 EXPRESS SCRIPTS MSA, LLC

	 EXPRESS SCRIPTS SENIOR CARE, INC.

	 EXPRESS SCRIPTS SENIOR CARE HOLDINGS, INC.

EXPRESS SCRIPTS WC, INC.

	
	By: /s/ Martin P.
Akins                                        
                                        

	      Name: Martin P. Akins
	      Title: Assistant Secretary


 [Signature Page to Express Scripts, Inc. Ninth Supplemental Indenture] 







 
	
	ESI MAIL PHARMACY SERVICE, INC.
	 EXPRESS SCRIPTS SPECIALTY DISTRIBUTION SERVICES, INC.

MOORESVILLE ON-SITE PHARMACY, LLC

	
	By: /s/ Martin P.
Akins                                        
                                      
	      Name: Martin P. Akins
	      Title: Secretary
	
	ESI-GP HOLDINGS, INC.
	ESI RESOURCES, INC.
	
	By: /s/ Matt
Dietrich                                        
                                         
 
	      Name: Matt Dietrich
	      Title: Vice President
	
	ESI PARTNERSHIP
	
	By: Express Scripts, Inc., as Partner
	
	By: /s/ Keith J.
Ebling                                        
                                        

	      Name: Keith J. Ebling
	      Title: Vice President
	
	By: ESI-GP Holdings, Inc., as Partner
	
	By: /s/ Matt
Dietrich                                        
                                         
 
	      Name: Matt Dietrich
	      Title: Vice President
	
	SPECTRACARE OF INDIANA
	
	By: Spectracare, Inc., as Partner
	
	By: /s/ Keith J.
Ebling                                        
                                        

	      Name: Keith J. Ebling
	      Title: Vice President
	
	By: Care Continuum, Inc., as Partner
	
	By: /s/ Keith J.
Ebling                                        
                                        

	      Name: Keith J. Ebling
	      Title: Vice President


 [Signature Page to Express Scripts, Inc. Ninth Supplemental Indenture] 







 ADDITIONAL GUARANTORS 

 

	
	ACCREDO CARE NETWORK, INC.
	AHG OF NEW YORK, INC.
	BIOPARTNERS IN CARE, INC.
	BRACKET GLOBAL, LLC
	CCS INFUSION MANAGEMENT, LLC
	CCSI HOLDING 3, LLC
	CRITICAL CARE SYSTEMS OF NEW YORK, INC.
	CRITICAL CARE SYSTEMS, INC.
	DNA DIRECT, INC.
	ENVISION PHARMA INC.
	EVIDENCE SCIENTIFIC SOLUTIONS, INC.
	HIDDEN RIVER, L.L.C.
	HOME HEALTHCARE RESOURCES, INC.
	INFINITY INFUSION II, LLC
	INFINITY INFUSION, LLC
	INSTITUTE FOR MEDICAL EDUCATION & RESEARCH, INC.
	LIBERTY HEALTHCARE GROUP, INC.
	LIBERTY HEALTHCARE PHARMACY OF NEVADA, LLC
	LIBERTY LANE DEVELOPMENT COMPANY, INC.
	LIBERTY MARKETPLACE, INC.
	LIBERTY MEDICAL SUPPLY, INC.
	MAH PHARMACY, L.L.C.
	MAH PROCESSING, INC.
	MEDCO AT HOME, L.L.C.
	MEDCO CDUR, L.L.C.
	MEDCO CHP, L.L.C.
	MEDCO CONTINUATION HEALTH, L.L.C.
	MEDCO EUROPE, L.L.C.
	MEDCO EUROPE II, L.L.C.
	MEDCO HEALTH, L.L.C.
	MEDCO HEALTH NEW YORK INDEPENDENT PRACTICE ASSOCIATION, L.L.C.
	MEDCO HEALTH PUERTO RICO, L.L.C.
	MEDCO HEALTH SOLUTIONS OF COLUMBUS NORTH, LTD.
	MEDCO HEALTH SOLUTIONS OF COLUMBUS WEST, LTD.
	MEDCO HEALTH SOLUTIONS OF FAIRFIELD, L.L.C.
	MEDCO HEALTH SOLUTIONS OF FRANKLIN LAKES, L.L.C.
	MEDCO HEALTH SOLUTIONS OF HENDERSON, NEVADA, L.L.C.
	MEDCO HEALTH SOLUTIONS OF HIDDEN RIVER, L.C.
	MEDCO HEALTH SOLUTIONS OF ILLINOIS, L.L.C.
	MEDCO HEALTH SOLUTIONS OF INDIANA, L.L.C.
	MEDCO HEALTH SOLUTIONS OF IRVING, L.L.C.
	MEDCO HEALTH SOLUTIONS OF LAS VEGAS, L.L.C.
	MEDCO HEALTH SOLUTIONS OF NETPARK, L.L.C.
	MEDCO HEALTH SOLUTIONS OF NORTH VERSAILLES, L.L.C.
	MEDCO HEALTH SOLUTIONS OF RICHMOND, L.L.C.
	MEDCO HEALTH SOLUTIONS OF SPOKANE, L.L.C.
	MEDCO HEALTH SOLUTIONS OF TEXAS, L.L.C.
	 MEDCO HEALTH SOLUTIONS OF WILLINGBORO, L.L.C.
 MEDCOHEALTH.COM, L.L.C.

	MEDCO OF WILLINGBORO URBAN RENEWAL, L.L.C.
	MEDCO RESEARCH INSTITUTE, L.L.C.
	NATIONAL DIABETIC MEDICAL SUPPLY, L.L.C.
	NATIONAL RX SERVICES NO. 3, INC. OF OHIO


 [Signature Page to Express Scripts, Inc. Ninth Supplemental Indenture] 







 
	
	P-STAR ACQUISITION CO., INC.
	POLYMEDICA CORPORATION
	SYSTEMED, L.L.C.
	THE VACCINE CONSORTIUM, LLC
	THERAPEASE CUISINE, INC.
	TVC ACQUISITION CO., INC.
	UBC HEALTH CARE ANALYTICS, INC.
	UBC LATE STAGE, INC.
	UBC SCIENTIFIC SOLUTIONS, INC.
	UNITED BIOSOURCE CORPORATION
	UNITED BIOSOURCE PATIENT SOLUTIONS, INC.
	
	By: /s/ Keith J.
Ebling                                        
        
	      Name: Keith J. Ebling
	      Title: Vice President
	
	INFINITY INFUSION CARE, LTD.
	
	By: Infinity Infusion, LLC, as Partner
	
	By: /s/ Keith J.
Ebling                                        
        
	      Name: Keith J. Ebling
	      Title: Vice President
	
	By: Infinity Infusion II, LLC, as Partner
	
	By: /s/ Keith J.
Ebling                                        
        
	      Name: Keith J. Ebling
	      Title: Vice President


 [Signature Page to Express Scripts, Inc. Ninth Supplemental Indenture] 







 
	
	UNION BANK, N.A., AS TRUSTEE
	
	By /s/ Patricia
Phillips-Coward                                
	      Name: Patricia Phillips-Coward
	      Title: Vice President


 [Signature Page to Express Scripts, Inc. Ninth Supplemental Indenture]