EX-101 INSTANCE DOCUMENT

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.

		CURASCRIPT, INC.
		ESI MAIL PHARMACY SERVICE, INC.
		EXPRESS SCRIPTS SPECIALTY DISTRIBUTION SERVICES, INC.
		EXPRESS SCRIPTS UTILIZATION MANAGEMENT CO.
		MOORESVILLE ON-SITE PHARMACY, LLC

(Signature Page to Fifth Supplemental Indenture)

ESI-GP HOLDINGS, INC.

ESI RESOURCES, INC.

ESI PARTNERSHIP

By: Express Scripts, Inc., as Partner

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

SPECTRACARE OF INDIANA

By: Spectracare, Inc., as Partner

By: Care Continuum, Inc., as Partner

EXPRESS SCRIPTS MSA, LLC

EXPRESS SCRIPTS WC, INC.

EXPRESS SCRIPTS SENIOR CARE, INC.

EXPRESS SCRIPTS SENIOR CARE HOLDINGS, INC.

(Signature Page to Fifth Supplemental Indenture)

EXPRESS SCRIPTS CANADA HOLDING, LLC

(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)