exv4w7






Exhibit 4.7




EXECUTION VERSION




FIFTH SUPPLEMENTAL INDENTURE



The Fifth Supplemental Indenture (this “Fifth Supplemental Indenture”), dated as of April 26, 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”), Express Scripts Canada Holding, LLC, a
Delaware limited liability company (the “Additional Guarantor”) 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”), the
Third Supplemental Indenture thereto, dated as of June 9, 2009 (the “Third Supplemental
Indenture”), relating to the 7.250% Notes due 2019 (the “2019 Notes” and together with the 2012
Notes and the 2014 Notes, the “Notes”) and the Fourth Supplemental Indenture thereto, dated as of
December 1, 2009 (the “Fourth Supplemental Indenture”, and together with the First Supplemental
Indenture, the Second Supplemental Indenture and the Third Supplemental Indenture, the
“Supplemental Indentures”) (so supplemented, the “Indenture”);



     WHEREAS, the 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 Indenture
and each Supplemental Indenture relating to this Fifth Supplemental Indenture; and



     WHEREAS, pursuant to Section 901 of the Indenture and Section 7.1 of each of the First
Supplemental Indenture, the Second Supplemental Indenture and the Third Supplemental Indenture, the
Company, the Trustee and the Additional Guarantor are authorized to execute and deliver this Fifth
Supplemental Indenture.



     NOW, THEREFORE, for good and valuable consideration, the receipt of which is acknowledged, the
Additional 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. The 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 Fifth 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. The 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
Fifth Supplemental Indenture and to perform its obligations hereunder and under the Indenture, (c)
the execution, delivery and performance by it of this Fifth Supplemental Indenture has been duly
authorized by all necessary corporate action, and no other proceedings or actions on the part of
the Additional Guarantor are necessary therefor and (d) this Fifth Supplemental Indenture has been
duly and validly executed and delivered by the Additional Guarantor and constitutes a legal, valid
and binding obligation of the Additional Guarantor, enforceable against the 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 the Additional Guarantor, as such, will have
any liability for any obligations of the Company, any Existing Guarantor or the Additional
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 the Additional Guarantor from
all such liability. The waiver and release are part of the consideration for issuance of the
Guarantee by the Additional Guarantor.




          6. GOVERNING LAW. THIS FIFTH 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 Fifth 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 Fifth Supplemental Indenture or for or in respect of
the recitals contained herein, all of which recitals are made solely by the Additional Guarantor,
the Existing Guarantors and the Company.











 









 







IN WITNESS WHEREOF, the parties hereto have caused this Fifth 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: 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: Executive Vice President, General Counsel, and Secretary






(Signature Page to Fifth 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 PHARMACEUTICAL PROCUREMENT, LLC
	 

	 	EXPRESS SCRIPTS SALES DEVELOPMENT CO.
	 

	 	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.






	 	 	 	 	 
	 	 	 
	 	By:  	                   /s/ Keith J. Ebling
 	 
	 	 	Name:  	Keith J. Ebling 	 
	 	 	Title:  	Vice President 	 
	 



	 	 	 

	 

	 	CURASCRIPT, INC.
	 

	 	ESI MAIL PHARMACY SERVICE, INC.
	 

	 	EXPRESS SCRIPTS SPECIALTY DISTRIBUTION SERVICES, INC.
	 

	 	EXPRESS SCRIPTS UTILIZATION MANAGEMENT CO.
	 

	 	MOORESVILLE ON-SITE PHARMACY, LLC






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



(Signature Page to Fifth Supplemental Indenture)







 









 








ESI-GP HOLDINGS, INC.




ESI RESOURCES, INC.




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



ESI PARTNERSHIP




By: Express Scripts, Inc., as Partner




	 	 	 	 	 
	 	 	 
	 	By:  	                 /s/ Martin P. Akins
 	 
	 	 	Name:  	Martin P. Akins 	 
	 	 	Title:  	Vice President and Deputy General Counsel 	 
	 



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




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



EXPRESS SCRIPTS MSA, LLC




EXPRESS SCRIPTS WC, INC.




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



EXPRESS SCRIPTS SENIOR CARE, INC.




EXPRESS SCRIPTS SENIOR CARE HOLDINGS, INC.




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



(Signature Page to Fifth Supplemental Indenture)








 









 








EXPRESS SCRIPTS CANADA HOLDING, LLC




	 	 	 	 	 
	 	 	 
	 	By:  	                            /s/ Keith J. Ebling
 	 
	 	 	Name:  	Keith J. Ebling 	 
	 	 	Title:  	Vice President 	 
	 



(Signature Page to Fifth Supplemental Indenture)







 









 








	 	 	 	 	 

	 	 	UNION BANK, N.A., AS TRUSTEE
	 
	 	 	 	 
	 

	 	By
	 	/s/ Hugo Gindraux
 
 Name:
Hugo Gindraux
	 

	 	 	 	Title: Vice President






(Signature Page to Fifth Supplemental Indenture)