Exhibit
4.1







 


 





Supplemental
Indenture for Notes


 


 


 


This Supplemental
Indenture, dated as of July 31, 2013 (the “Supplemental Indenture”), is by and among BioScrip,
Inc., a Delaware corporation (the “Company”), each of the Guarantors listed on the signature pages hereto
and U.S. Bank National Association, as trustee under the Indenture referred to below (the “Trustee”).


 


Recitals


 


WHEREAS,
the Company and the Guarantors have heretofore executed and delivered to the Trustee an indenture (as amended, supplemented
or otherwise modified, the “Indenture”), dated as of March 25, 2010 providing for the issuance of 101⁄4%
Senior Notes due 2015 (the “Notes”);


 


WHEREAS, the Company proposes to amend the
Indenture and the Notes as contemplated by this Supplemental Indenture (such amendments, collectively, the “Amendments”);


 


WHEREAS, pursuant to Section 9.02 of the
Indenture, the Company and the Trustee may amend or supplement the Indenture and the Notes as contemplated by this Supplemental
Indenture with the consent of the Holders of at least a majority in aggregate principal amount of the outstanding Notes;


 


WHEREAS, the Company has obtained the consent
of the Holders of at least a majority in aggregate principal amount of the outstanding Notes, pursuant to the Offer to Purchase
and Consent Solicitation Statement, dated June 3, 2013 (as amended, supplemented or otherwise modified from time to time, the “Consent
Solicitation Statement”), to the Amendments upon the terms and subject to the conditions set forth therein;


 


Whereas,
the Company has done all things necessary or advisable to make this Supplemental Indenture a valid agreement of the Company in
accordance with the terms of the Indenture and has satisfied all other conditions required under Article 9 of the Indenture; and


 


WHEREAS, pursuant to Section 9.06, 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, in order to effect the Amendments, the Company agrees with the Trustee as follows:


 


Article
I


 


Definitions
and other Provisions of General Application


 


1.1 Definitions. Defined terms used
herein without definition shall have the meanings assigned to them in the Indenture.


 


1.2  Effect of Headings. The Article
and Section headings in this Supplemental Indenture are for convenience only and shall not affect the construction of the Indenture
or this Supplemental Indenture.


 


1.3 Successors and Assigns. All covenants
and agreements in this Supplemental Indenture by the Company and the Guarantors shall bind their respective successors and assigns,
whether so expressed or not.


 


1.4. Separability Clause. In case
any provision in this Supplemental Indenture shall be held invalid, illegal or unenforceable, the validity, legality and enforceability
of the remaining provisions shall not in any way be affected or impaired thereby.


 


1.5 Trust Indenture Act Controls.
If any provision of this Supplemental Indenture limits, qualifies or conflicts with another provision of this Supplemental Indenture
or the Indenture that is


 


 



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required to be included by the Trust Indenture Act of 1939,
as amended (the “Act”), as in force at the date this Supplemental Indenture is executed, the provision
required by the Act shall control.


 


1.6 Benefits of Supplemental Indenture.
Nothing in this Supplemental Indenture, express or implied, shall give to any person, other than the parties to this Supplemental
Indenture and their successors hereunder and the Holders of the Notes, any benefit of any legal or equitable right, remedy or claim
under this Supplemental Indenture.


 


1.7 Governing Law. This Supplemental
Indenture shall be governed by, and construed in accordance with, the laws of the State of New York.


 


1.8 Reference to and Effect on the Indenture.


 


(a) On and after the date hereof,
each reference in the Indenture to “this Indenture,” “hereunder,” “hereof,” or “herein”
shall mean and be a reference to the Indenture as supplemented by this Supplemental Indenture, unless the context otherwise requires.


 


(b) Except as specifically amended
by this Supplemental Indenture, the Indenture and the Notes are hereby ratified and confirmed and all of the terms, conditions
and provisions thereof shall remain in full force and effect. This Supplemental Indenture shall form a part of the Indenture for
all purposes, and every Holder of the Notes heretofore and hereafter authenticated and delivered under the Indenture shall be bound
hereby.


 


Article
II


 


Amendments
OF the Indenture AND NOTES


 


2.1 Amendment to Indenture and Notes.
Effective as of the date hereof, the Supplemental Indenture hereby amends the Indenture and Notes as provided for herein.


 


2.2 Deletion/Amendment of Certain Provisions.


 


(a) Amendments.


 


(i) The following sections of
the Indenture are hereby deleted in their entirety and, in the case of each such section, replaced with the phrase “[Intentionally
Omitted]”, and any and all references to such sections and any and all obligations thereunder are hereby deleted throughout
the Indenture, and such sections and references shall be of no further force or effect.


 


Section 4.05Taxes


Section 4.06Stay,
Extension and Usury Laws


Section 4.07Restricted
Payments


Section 4.08Dividend
and Other Payment Restrictions Affecting Subsidiaries


Section 4.09Incurrence
of Indebtedness and Issuance of Preferred Stock


Section 4.10Asset
Sales


Section 4.11Transactions
with Affiliates


Section 4.12Liens


Section 4.13Business
Activities


Section 4.14Corporate
Existence


Section 4.15Offer
to Repurchase Upon Change of Control


Section 4.16Payments
for Consent


Section 4.17Additional
Note Guarantees


Section 4.18Designation
of Restricted and Unrestricted Subsidiaries


 


(ii) Section 4.03 is hereby amended
and restated in its entirety to read as follows:


 


“Section 4.03 Reports.


 


 



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So long as any Notes are outstanding,
the Company will furnish to the Trustee and to the Holders of Notes all reports as required under Section 314(a) of the TIA. The
availability of the foregoing materials on the SEC’s EDGAR service shall be deemed to satisfy the Company’s delivery
obligation.”


 


(iii) Clause (a) of Section 4.04
is hereby amended and restated in its entirety to read as follows:


 


“The Company and each Guarantor
(to the extent that such Guarantor is so required under the TIA) shall deliver to the Trustee, within 90 days after the end of
each fiscal year, an Officers’ Certificate as required under Section 314(a)(4) of the TIA.”


 


(iv) Each of clauses (a)(3) and
(a)(4) of Section 5.01 are hereby deleted in their entirety and, in the case of each such section, replaced with the phrase “[Intentionally
Omitted]” and the Company shall be released from any and all of its obligations thereunder.


 


(v) Each of clauses (3), (4),
(5), (6) and (7) of Section 6.01 and each of clauses (2), (3), (4), (5) and (6) of Section 8.04 are hereby deleted in their entirety
and, in the case of each such section, replaced with the phrase “[Intentionally Omitted]” and the Company shall be
released from any and all of its obligations thereunder.


 


2.3 Other Amendments to the Indenture.
All definitions in the Indenture which are used exclusively in the sections and clauses deleted pursuant to Section 2.2 of
this Supplemental Indenture or whose sole use or uses in the Indenture were eliminated in the revisions set forth in Sections 2.2
of this Supplemental Indenture are hereby deleted. All cross-references in the Indenture to sections and clauses deleted by Section
2.2 of this Supplemental Indenture shall also be deleted in their entirety.


 


2.4 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 are made solely by the Company.


 


ARTICLE
III


 


Amendment
to the Notes


 


The Notes include certain of the foregoing
provisions from the Indenture to be deleted or amended pursuant to Sections 2.2 and 2.3 hereof. Such provisions from the Notes
shall be deemed deleted or amended as applicable.


 


***


 


This Supplemental Indenture may be executed
in several counterparts, all of which together shall constitute one agreement binding on all parties hereto, notwithstanding that
all the parties have not signed the same counterpart.


 


 


 


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


 


 


	 	
        THE COMPANY

         

        BIOSCRIP, INC.

         

         

        By: /s/ Richard Smith

        Name: Richard Smith

        Title: Chief Executivie Officer

         



 





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        GUARANTORS

         

        BIOSCRIP INFUSION SERVICES, INC.

         

         

        By: /s/ Richard Smith

        Name: Richard Smith

        Title: Chief Executivie Officer

         

        CHRONIMED, LLC.

         

         

        By: /s/ Richard Smith

        Name: Richard Smith

        Title: Chief Executivie Officer

         

        BIOSCRIP PHARMACY (NY), INC.

         

         

        By: /s/ Richard Smith

        Name: Richard Smith

        Title: Chief Executivie Officer

         

        BIOSCRIP PBM SERVICES, LLC

         

         

        By: /s/ Richard Smith

        Name: Richard Smith

        Title: Chief Executivie Officer

         

        BIOSCRIP PHARMACY SERVICES, INC.

         

         

        By: /s/ Richard Smith

        Name: Richard Smith

        Title: Chief Executivie Officer

         

        BIOSCRIP PHARMACY, INC.

         

         

        By: /s/ Richard Smith

        Name: Richard Smith

        Title: Chief Executivie Officer

         

         

        BRADHURST SPECIALTY PHARMACY, INC.

         

         

        By: /s/ Richard Smith

        Name: Richard Smith

        Title: Chief Executivie Officer



 







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        NATURAL LIVING, INC. (d/b/a BioScrip Pharmacy)

         

         

        By: /s/ Richard Smith

        Name: Richard Smith

        Title: Chief Executivie Officer

         

        BIOSCRIP INFUSION SERVICES, LLC

         

         

        By: /s/ Richard Smith

        Name: Richard Smith

        Title: Chief Executivie Officer

         

        BIOSCRIP NURSING SERVICES, LLC (d/b/a American Disease Management
        Associates)

         

         

        By: /s/ Richard Smith

        Name: Richard Smith

        Title: Chief Executivie Officer

         

        BIOSCRIP INFUSION MANAGEMENT, LLC

         

         

        By: /s/ Richard Smith

        Name: Richard Smith

        Title: Chief Executivie Officer

         

        LOS FELIZ DRUGS INC.

         

         

        By: /s/ Richard Smith

        Name: Richard Smith

        Title: Chief Executivie Officer

         

         

        CHS HOLDINGS, INC.

         

         

        By: /s/ Richard Smith

        Name: Richard Smith

        Title: Chief Executivie Officer

         

        CRITICAL HOMECARE SOLUTIONS, INC.

         

         

        By: /s/ Richard Smith

        Name: Richard Smith

        Title: Chief Executivie Officer



 






    	 



    	 



    

 


	 	
        SPECIALTY PHARMA, INC.

         

         

        By: /s/ Richard Smith

        Name: Richard Smith

        Title: Chief Executivie Officer

         

        NEW ENGLAND HOME THERAPIES, INC.

         

         

        By: /s/ Richard Smith

        Name: Richard Smith

        Title: Chief Executivie Officer

         

        DEACONESS ENTERPRISES, LLC

         

         

        By: /s/ Richard Smith

        Name: Richard Smith

        Title: Chief Executivie Officer

         

        INFUSION SOLUTIONS, INC.

         

         

        By: /s/ Richard Smith

        Name: Richard Smith

        Title: Chief Executivie Officer

         

        PROFESSIONAL HOME CARE SERVICES, INC.

         

         

        By: /s/ Richard Smith

        Name: Richard Smith

        Title: Chief Executivie Officer

         

        WILCOX MEDICAL, INC.

         

         

        By: /s/ Richard Smith

        Name: Richard Smith

        Title: Chief Executivie Officer

         

        DEACONESS HOMECARE, LLC

         

         

        By: /s/ Richard Smith

        Name: Richard Smith

        Title: Chief Executivie Officer



 


	



 





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        SOUTH MISSISSIPPI HOME HEALTH, INC.

         

         

        By: /s/ Richard Smith

        Name: Richard Smith

        Title: Chief Executivie Officer

         

        REGIONAL AMBULATORY DIAGNOSTICS, INC.

         

         

        By: /s/ Richard Smith

        Name: Richard Smith

        Title: Chief Executivie Officer

         

        ELK VALLEY PROFESSIONAL AFFILIATES, INC.

         

         

        By: /s/ Richard Smith

        Name: Richard Smith

        Title: Chief Executivie Officer

         

        INFUSION PARTNERS, LLC

         

         

        By: /s/ Richard Smith

        Name: Richard Smith

        Title: Chief Executivie Officer

         

        KNOXVILLE HOME THERAPIES, LLC

         

         

        By: /s/ Richard Smith

        Name: Richard Smith

        Title: Chief Executivie Officer

         

        SOUTH MISSISSIPPI HOME HEALTH, INC.-REGION I

         

         

        By: /s/ Richard Smith

        Name: Richard Smith

        Title: Chief Executivie Officer

         

        SOUTH MISSISSIPPI HOME HEALTH, INC.-REGION II

         

         

        By: /s/ Richard Smith

        Name: Richard Smith

        Title: Chief Executivie Officer



 


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        SOUTH MISSISSIPPI HOME HEALTH, INC.-REGION III

         

         

        By: /s/ Richard Smith

        Name: Richard Smith

        Title: Chief Executivie Officer

         

        APPLIED HEALTH CARE, LLC

         

         

        By: /s/ Richard Smith

        Name: Richard Smith

        Title: Chief Executivie Officer

         

        EAST GOSHEN PHARMACY, INC.

         

         

        By: /s/ Richard Smith

        Name: Richard Smith

        Title: Chief Executivie Officer

         

        NATIONAL HEALTH INFUSION, INC.

         

         

        By: /s/ Richard Smith

        Name: Richard Smith

        Title: Chief Executivie Officer

         

        INFUSION PARTNERS OF BRUNSWICK, LLC

         

         

        By: /s/ Richard Smith

        Name: Richard Smith

        Title: Chief Executivie Officer

         

        OPTION HEALTH, LTD.

         

         

        By: /s/ Richard Smith

        Name: Richard Smith

        Title: Chief Executivie Officer

         

        SCOTT-WILSON, INC.

         

         

        By: /s/ Richard Smith

        Name: Richard Smith

        Title: Chief Executivie Officer

         



 


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        INFUSION PARTNERS OF MELBOURNE, LLC

         

         

        By: /s/ Richard Smith

        Name: Richard Smith

        Title: Chief Executivie Officer

         

         

        Infuscience Sub, Inc.

         

        By: /s/ Richard Smith

        Name: Richard Smith

        Title: Chief Executivie Officer

         

        Infusal Partners

         

        By: /s/ Richard Smith

        Name: Richard Smith

        Title: Chief Executivie Officer

         

        Infusion Therapy Specialists,
        Inc.

         

        By: /s/ Richard Smith

        Name: Richard Smith

        Title: Chief Executivie Officer

         

        Infuscience HHA, LLC

         

        By: /s/ Richard Smith

        Name: Richard Smith

        Title: Chief Executivie Officer

         

        Infuscience South Carolina,
        LLC

         

        By: /s/ Richard Smith

        Name: Richard Smith

        Title: Chief Executivie Officer

         

        Homechoice Partners,
        Inc.

         

        By: /s/ Richard Smith

        Name: Richard Smith

        Title: Chief Executivie Officer

         

        Bioscrip Medical Services,
        LLC

         

        By: /s/ Richard Smith

        Name: Richard Smith

        Title: Chief Executivie Officer



 


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        Cedar Creek Home Health
        Care Agency, LLC

         

        By: /s/ Richard Smith

        Name: Richard Smith

        Title: Chief Executivie Officer

         

        Gericare, LLC

         

        By: /s/ Richard Smith

        Name: Richard Smith

        Title: Chief Executivie Officer

         

        Elk Valley Health Services,
        LLC

         

        By: /s/ Richard Smith

        Name: Richard Smith

        Title: Chief Executivie Officer

         

        Elk Valley Home Health
        Care Agency, LLC

         

        By: /s/ Richard Smith

        Name: Richard Smith

        Title: Chief Executivie Officer

         



 


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        Infuscience, Inc.

         

        By: /s/ Richard Smith

        Name: Richard Smith

        Title: Chief Executivie Officer

         

        infucenters, llc

         

        By: /s/ Richard Smith

        Name: Richard Smith

        Title: Chief Executivie Officer



 


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        TRUSTEE

         

        U.S. bank national ASSOCIATION

         

         

        By: /s/ Earl W. Dennison Jr.

        Name: Earl W. Dennison Jr.

        Title: Vice President



 


[Signature Page to Supplemental Indenture]