EX-4.7



 Exhibit 4.7 

Execution Version 
 FIFTH
SUPPLEMENTAL INDENTURE 
 Fifth Supplemental Indenture (this “Supplemental Indenture”), dated as of April 30,
2012, among Kforce Clinical Research, LLC, a Florida limited liability company, Kforce Clinical Research Flex, LLC, a Florida limited liability company, KCR Canada, Inc., a Florida corporation, and KCR Puerto Rico, LLC, a Florida limited liability
company (each, a “Guaranteeing Subsidiary” and collectively, the “Guaranteeing Subsidiaries”), each, a subsidiary of inVentiv Health, Inc., a Delaware corporation (the “Issuer”), and Wilmington
Trust, National Association, as successor by merger to Wilmington Trust FSB, as trustee (the “Trustee”). 
 W I T N E S S E
T H 
 WHEREAS, inVentiv Health, Inc. and the Guarantors (as defined in the Indenture referred to below) have heretofore executed and
delivered to the Trustee an Indenture (the “Indenture”), dated as of August 4, 2010, providing for the issuance of an unlimited aggregate principal amount of 10% Senior Notes due 2018; 

WHEREAS, the Indenture provides that under certain circumstances the Guaranteeing Subsidiaries shall execute and deliver to the Trustee a
supplemental indenture pursuant to which the Guaranteeing Subsidiaries shall unconditionally guarantee all of the Issuer’s Obligations under the Notes and the Indenture on the terms and conditions set forth herein and under the Indenture (the
“Guarantee”); and 
 WHEREAS, pursuant to Section 9.01 of the Indenture, the Trustee is authorized to execute and
deliver this Supplemental Indenture. 
 NOW THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the
receipt of which is hereby acknowledged, the parties mutually covenant and agree for the equal and ratable benefit of the Holders as follows: 

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

(2) Agreement to Guarantee. Each Guaranteeing Subsidiary hereby agrees as follows: 

(a) Along with all other Guarantors named in the Indenture (including pursuant to any supplemental indentures), to jointly and
severally unconditionally guarantee to each Holder of a Note authenticated and delivered by the Trustee and to the Trustee and its successors and assigns, irrespective of the validity and enforceability of the Indenture, the Notes or the obligations
of the Issuer hereunder or thereunder, that: 
 (i) the principal of and interest and premium, if any, on the Notes shall be
promptly paid in full when due, whether at maturity, by acceleration, redemption or otherwise, and interest on the overdue principal of and interest on the Notes, if any, if lawful, and all other obligations of the Issuer to the Holders or the
Trustee thereunder shall be promptly paid in full, all in accordance with the terms thereof; and 
 (ii) in case of any
extension of time of payment or renewal of any Notes or any of such other obligations, that same shall be promptly paid in full when due in accordance with the terms of the extension or renewal, whether at stated maturity, by acceleration or
otherwise. Failing payment when due of any amount so guaranteed for whatever reason, the Guarantors and each Guaranteeing Subsidiary shall be jointly and severally obligated to pay the same immediately. This is a guarantee of payment and not a
guarantee of collection. 
 (b) The obligations hereunder shall be unconditional, irrespective of the validity, regularity or
enforceability of the Notes or the Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder with respect to any provisions hereof or thereof, the recovery of any judgment against the Issuer or any other
Guarantor, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a guarantor. 







 (c) Each Guaranteeing Subsidiary hereby waives: diligence, presentment, demand of
payment, filing of claims with a court in the event of insolvency or bankruptcy of the Issuer, any right to require a proceeding first against the Issuer, protest, notice and all demands whatsoever. 

(d) This Guarantee shall not be discharged except by full payment of the obligations contained in the Notes, the Indenture and
this Supplemental Indenture. Each Guaranteeing Subsidiary accepts all obligations applicable to a Guarantor under the Indenture, including Article 10 of the Indenture (which is deemed incorporated in this Supplemental Indenture and applicable to
this Guarantee). Each Guaranteeing Subsidiary acknowledges that by executing this Supplemental Indenture, it will become a Guarantor under the Indenture and subject to all the terms and conditions applicable to Guarantors contained therein. 

(e) If any Holder or the Trustee is required by any court or otherwise to return to the Issuer, the Guarantors (including the
Guaranteeing Subsidiaries), or any custodian, trustee, liquidator or other similar official acting in relation to either the Issuer or the Guarantors, any amount paid either to the Trustee or such Holder, this Guarantee, to the extent theretofore
discharged, shall be reinstated in full force and effect. 
 (f) The Guaranteeing Subsidiaries shall not be entitled to any
right of subrogation in relation to the Holders in respect of any obligations guaranteed hereby until payment in full of all obligations guaranteed hereby. 

(g) As between each Guaranteeing Subsidiary, on the one hand, and the Holders and the Trustee, on the other hand, (x) the
maturity of the obligations guaranteed hereby may be accelerated as provided in Article 6 of the Indenture for the purposes of this Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the
obligations guaranteed hereby, and (y) in the event of any declaration of acceleration of such obligations as provided in Article 6 of the Indenture, such obligations (whether or not due and payable) shall forthwith become due and payable by
the Guaranteeing Subsidiaries for the purpose of this Guarantee. 
 (h) Each Guaranteeing Subsidiary shall have the right to
seek contribution from any non-paying Guarantor so long as the exercise of such right does not impair the rights of the Holders under this Guarantee. 

(i) Pursuant to Section 10.02 of the Indenture, after giving effect to all other contingent and fixed liabilities that are
relevant under any applicable Bankruptcy or fraudulent conveyance laws, and after giving effect to any collections from, rights to receive contribution from or payments made by or on behalf of any other Guarantor in respect of the obligations of
such other Guarantor under Article 10 of the Indenture, this new Guarantee shall be limited to the maximum amount permissible such that the obligations of such Guarantor under this Guarantee will not constitute a fraudulent transfer or conveyance.

 (j) This Guarantee shall remain in full force and effect and continue to be effective should any petition be filed by or
against the Issuer for liquidation, reorganization, should the Issuer become insolvent or make an assignment for the benefit of creditors or should a receiver or trustee be appointed for all or any significant part of the Issuer’s assets, and
shall, to the fullest extent permitted by law, continue to be effective or be reinstated, as the case may be, if at any time payment and performance of the Notes are, pursuant to applicable law, rescinded or reduced in amount, or must otherwise be
restored or returned by any obligee on the Notes and Guarantee, whether as a “voidable preference,” “fraudulent transfer” or otherwise, all as though such payment or performance had not been made. In the event that any payment or
any part thereof, is rescinded, reduced, restored or returned, the Note shall, to the fullest extent permitted by law, be reinstated and deemed reduced only by such amount paid and not so rescinded, reduced, restored or returned. 

  
 - 2 - 








 (k) In case any provision of this Guarantee shall be invalid, illegal or
unenforceable, the validity, legality, and enforceability of the remaining provisions shall not in any way be affected or impaired thereby. 

(l) This Guarantee shall be a general unsecured senior obligation of each Guaranteeing Subsidiary, ranking equally in right of
payment with all existing and future Senior Indebtedness of the Guaranteeing Subsidiaries, if any. 
 (m) Each payment to be
made by each Guaranteeing Subsidiary in respect of this Guarantee shall be made without set-off, counterclaim, reduction or diminution of any kind or nature. 

(3) Execution and Delivery. Each Guaranteeing Subsidiary agrees that the Guarantee shall remain in full force and effect
notwithstanding the absence of the endorsement of any notation of such Guarantee on the Notes. 
 (4) Merger, Consolidation or Sale of
All or Substantially All Assets. 
 (a) Except as otherwise provided in Section 5.01(c) of the Indenture, no Guaranteeing
Subsidiary may consolidate, amalgamate or merge with or into or wind up into (whether or not such Guaranteeing Subsidiary is the surviving Person), or sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of its
properties or assets, in one or more related transactions, to any Person unless: 
 (i) (A) such Guaranteeing Subsidiary
is the surviving Person or the Person formed by or surviving any such consolidation, amalgamation or merger (if other than such Guaranteeing Subsidiary) or to which such sale, assignment, transfer, lease, conveyance or other disposition will have
been made is a Person organized or existing under the laws of the jurisdiction of organization of such Guaranteeing Subsidiary, as applicable, or the laws of the United States, any state thereof, the District of Columbia, or any territory thereof
(such surviving Guaranteeing Subsidiary or such Person, as the case may be, being herein called the “Successor Person”); 

(B) the Successor Person, if other than such Guaranteeing Subsidiary, expressly assumes all the obligations of such
Guaranteeing Subsidiary under the Indenture and such Guaranteeing Subsidiary’s related Guarantee pursuant to supplemental indentures or other documents or instruments as necessary; 

(C) immediately after such transaction, no Default exists; and 

(D) the Issuer shall have delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that
such consolidation, merger, amalgamation or transfer and such supplemental indentures, if any, comply with this Indenture; or 

(ii) the transaction is made in compliance with Section 4.10 of the Indenture; or 

(iii) such property or assets constitute Equity Interests of Restricted Subsidiaries that are not Guarantors, which Equity
Interests are sold, assigned, transferred, leased, conveyed or otherwise disposed to Restricted Subsidiaries that are not Guarantors. 
 (b)
Subject to certain limitations described in the Indenture, the Successor Person will succeed to, and be substituted for, such Guaranteeing Subsidiary under the Indenture and the Guaranteeing Subsidiary’s Guarantee. Notwithstanding the
foregoing, such Guaranteeing Subsidiary may merge or consolidate with or into, wind up into or transfer all or part of its properties and assets to another Guarantor or the Issuer. 

(5) Releases. The Guarantee of any Guaranteeing Subsidiary shall be automatically and unconditionally released and discharged, and no
further action by such Guaranteeing Subsidiary, the Issuer or the Trustee is required for the release of such Guaranteeing Subsidiary’s Guarantee, upon: 

(a) (i) any sale, exchange, disposition or transfer (by merger, amalgamation, consolidation or otherwise) of (x) the
Capital Stock of such Guaranteeing Subsidiary, after which the applicable Guaranteeing Subsidiary is no longer a Restricted Subsidiary, (y) all the assets of such Guarantor or (z) if such Guarantor is not at such time a guarantor of the
Senior Secured Credit Facilities, all or substantially all the assets of such Guaranteeing Subsidiary, in each case if such sale, exchange, disposition or transfer is made in compliance with the applicable provisions of this Indenture; 

  
 - 3 - 








 (ii) the release or discharge of the guarantee by such Guaranteeing Subsidiary of
Indebtedness under the Senior Secured Credit Facilities, or such other guarantee that resulted in the creation of such Guarantee, except a discharge or release by or as a result of payment under such guarantee (it being understood that a release
subject to a contingent reinstatement is still a release, and that if any such Guarantee is so reinstated, such Guarantee shall also be reinstated to the extent that such Guaranteeing Subsidiary would then be required to provide a Guarantee pursuant
to Section 4.15 in the Indenture); 
 (iii) the designation of any Restricted Subsidiary that is a Guaranteeing
Subsidiary as an Unrestricted Subsidiary in compliance with the applicable provisions of the Indenture; or 
 (iv) the
exercise by the Issuer of its Legal Defeasance option or Covenant Defeasance option in accordance with Article 8 of the Indenture or the discharge of the Issuer’s obligations under this Indenture in accordance with the terms of the Indenture;
and 
 (b) such Guaranteeing Subsidiary delivering to the Trustee an Officer’s Certificate and an Opinion of Counsel,
each stating that all conditions precedent provided for in this Indenture relating to such transaction have been complied with. 
 (6) No
Recourse Against Others. No past, present or future director, officer, employee, incorporator, member, partner or stockholder of any Guaranteeing Subsidiary (other than the Issuer and the Guarantors) shall have any liability for any obligations
of the Issuer or the Guarantors (including any Guaranteeing Subsidiary) under the Notes, any Guarantees, the Indenture or this Supplemental Indenture or for any claim based on, in respect of, or by reason of, such obligations or their creation. Each
Holder by accepting Notes waives and releases all such liability. The waiver and release are part of the consideration for issuance of the Notes. 

(7) Governing Law. THIS SUPPLEMENTAL INDENTURE WILL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.

 (8) Counterparts. The parties may sign any number of copies of this Supplemental Indenture. Each signed copy shall be an original,
but all of them together represent the same agreement. 
 (9) Effect of Headings. The Section headings herein are for convenience
only and shall not affect the construction hereof. 
 (10) The Trustee. The Trustee shall not be responsible in any manner whatsoever
for or in respect of the validity or sufficiency of this Supplemental Indenture or for or in respect of the recitals contained herein, all of which recitals are made solely by each Guaranteeing Subsidiary. 

(11) Subrogation. Each Guaranteeing Subsidiary shall be subrogated to all rights of Holders against the Issuer in respect of any
amounts paid by each Guaranteeing Subsidiary pursuant to the provisions of Section 2 hereof and Section 10.01 of the Indenture; provided that, if an Event of Default has occurred and is continuing, the Guaranteeing Subsidiaries
shall not be entitled to enforce or receive any payments arising out of, or based upon, such right of subrogation until all amounts then due and payable by the Issuer under the Indenture or the Notes shall have been paid in full. 

(12) Benefits Acknowledged. Each Guaranteeing Subsidiary’s Guarantee is subject to the terms and conditions set forth in the
Indenture. Each Guaranteeing Subsidiary acknowledges that it will receive direct and indirect benefits from the financing arrangements contemplated by the Indenture and this Supplemental Indenture and that the guarantee and waivers made by it
pursuant to this Guarantee are knowingly made in contemplation of such benefits. 

  
 - 4 - 








 (13) Successors. All agreements of each Guaranteeing Subsidiary in this Supplemental
Indenture shall bind its Successors, except as otherwise provided in this Supplemental Indenture. All agreements of the Trustee in this Supplemental Indenture shall bind its successors. 

  
 - 5 - 








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

					
	KFORCE CLINICAL RESEARCH, LLC
		
	By:	 	 /s/ Alex Nisita

		 	Name:	 	Alex Nisita
		 	Title:	 	Treasurer



  
 Signature Page to
Supplemental Indenture 








 
					
	KFORCE CLINICAL RESEARCH FLEX, LLC
		
	By:	 	 /s/ Alessandro F. Nisita

		 	Name:	 	Alessandro F. Nisita
		 	Title:	 	Vice President and Treasurer



  
 Signature Page to
Supplemental Indenture 








 
					
	KCR CANADA, INC.
		
	By:	 	 /s/ Alessandro F. Nisita

		 	Name:	 	Alessandro F. Nisita
		 	Title:	 	Vice President and Treasurer



  
 Signature Page to
Supplemental Indenture 








 
					
	KCR PUERTO RICO, LLC
		
	By:	 	 /s/ Alessandro F. Nisita

		 	Name:	 	Alessandro F. Nisita
		 	Title:	 	Vice President and Treasurer



  
 Signature Page to
Supplemental Indenture 








 
					
	 WILMINGTON TRUST, NATIONAL ASSOCIATION,

as Trustee

		
	By:	 	 /s/ Joseph P O’Donnell

		 	Name:	 	Joseph P O’Donnell
		 	Title:	 	Vice President



  
 Signature Page to
Supplemental Indenture