Ninth Supplemental Indenture, dated as of May 29, 2012



 Exhibit 4.1 
 NINTH SUPPLEMENTAL INDENTURE 
 The Ninth Supplemental Indenture (this “Ninth
Supplemental Indenture”), dated as of May 29, 2012, among Express Scripts Holding Company (formerly Aristotle Holding, 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 Wells Fargo Bank, 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 November 21, 2011 (the
“Base Indenture”), as supplemented by the First Supplemental Indenture thereto, dated as of November 21, 2011 (the “First Supplemental Indenture”), relating to the Company’s 2.750% Notes due 2014 (the
“2014 Notes”), the Second Supplemental Indenture thereto, dated as of November 21, 2011 (the “Second Supplemental Indenture”), relating to the Company’s 3.500% Notes due 2016 (the “2016
Notes”), the Third Supplemental Indenture thereto, dated as of November 21, 2011 (the “Third Supplemental Indenture”), relating to the Company’s 4.750% Notes due 2021 (the “2021 Notes”), the
Fourth Supplemental Indenture thereto, dated as of November 21, 2011 (the “Fourth Supplemental Indenture”), relating to the Company’s 6.125% Notes due 2041 (the “2041 Notes”), the Fifth Supplemental
Indenture thereto, dated as of February 9, 2012 (the “Fifth Supplemental Indenture”), relating to the Company’s 2.100% Notes due 2015 (the “2015 Notes”), the Sixth Supplemental Indenture thereto, dated as
of February 9, 2012 (the “Sixth Supplemental Indenture”), relating to the Company’s 2.650% Notes due 2017 (the “2017 Notes”), the Seventh Supplemental Indenture thereto, dated as of February 9, 2012
(the “Seventh Supplemental Indenture”), relating to the 3.900% Notes due 2022 (together with the 2014 Notes, the 2016 Notes, the 2021 Notes, the 2041 Notes, the 2015 Notes and the 2017 Notes, the “Notes”) 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 Indenture and each Supplemental Indenture relating to this Ninth Supplemental Indenture; and 

WHEREAS, pursuant to Section 9.1 of the Base Indenture and Section 7.1 of each of 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 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 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 HOLDING COMPANY
		
	By:	 	/s/ Keith J. Ebling
	Name:	 	Keith J. Ebling
	Title:	 	Executive Vice President, General Counsel, and Secretary


 EXISTING GUARANTORS 

 

			
	EXPRESS SCRIPTS, INC.
		
	By:	 	/s/ Keith J. Ebling
	Name:	 	Keith J. Ebling
	Title:	 	Vice President
	
	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 Holding Company 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 Holding Company 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 Holding Company 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.

MEDCO HEALTH.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.



 [Signature Page to Express Scripts Holding Company Ninth Supplemental Indenture] 







 
					
	 NATIONAL RX SERVICES NO. 3, INC. OF
     OHIO

	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 Holding Company Ninth Supplemental Indenture] 







 
					
	WELLS FARGO BANK, NATIONAL ASSOCIATION, AS TRUSTEE
		
	By	 	/s/ Lynn M. Steiner
		 	Name:	 	Lynn M. Steiner
		 	Title:	 	Vice President


 [Signature Page to Express Scripts Holding Company Ninth Supplemental Indenture]