Exhibit
10.23


Amendment to

Prime Vendor Agreement


 


This is the first amendment
(the “Amendment”) to the Prime Vendor Agreement (“Agreement”), dated May 1,
2007 (“Agreement Date”), among AmerisourceBergen Drug Corporation, a Delaware
corporation (“ABDC”), and BJK, Inc., d.b.a. Chem Rx, a New York corporation
(“Customer”), Chem Rx New Jersey, LLC, A New Jersey corporation and ChemRx/Salerno’s,
LLC, a Pennsylvania limited liability company (“Affiliates”). This Amendment is
effective as of October 26, 2007 (“Effective Date”).


 


In connection with a change
of control of Customer and certain financing arrangements between Customer and
its lenders, Customer and ABDC have agreed to amend the Agreement as follows.


 


1.             Defined Terms & Effect of this
Amendment


 


Capitalized terms in this
Amendment that are not otherwise defined have the meaning set forth in the
Agreement. Except as otherwise set forth in this Amendment, the Agreement
continues in full force in accordance with its terms. If there is any conflict
between the Agreement and any provision of this Amendment, this Amendment
controls.


 


2.             Minimum Net Purchase Volumes


 


Customer’s minimum annual
Net Purchase volume from ABDC will be, in the aggregate, no less than
$120,000,000.00 per Year (prorated for the Year ending April 30, 2008).


 


3.             Pricing and Payment Terms


 


A.            Paragraph 2(A) of Exhibit 1 is deleted and amended to
read as follows: “Weekly Statement/Three Week Terms. Customer agrees to
the following payment terms for Product purchases: Invoices Saturday through
Friday will be transmitted for posting no later than 1:00 p.m. (Eastern) on the
following third Friday. By way of example, payment for purchases from Saturday
the 1st through Friday the 7th is due on Friday the 28th.”


 


B.            Paragraph 1(A) of Exhibit 1 is amendment by deleting the
first sentence of the second paragraph following the Price of Goods matrix and
replacing it with the following: “The Price of Goods matrix is based on payment
terms of a weekly statement on 3 week terms.”


 


C.            Paragraph 1(C) of Exhibit 1 is deleted and amended to
read as follows: “ABDC will provide Customer with extended dating on Products
purchased on a dock-to-dock basis as follows: Pricing will be at the applicable
Price of Goods in the matrix Paragraph 1(A) of Exhibit 1 but with payment due
on the following fourth Friday (that is, Weekly Statement/Four Week Terms) and
no adjustment to the Price of Goods in matrix. Dock-to-dock orders will be
shipped to Customer after ABDC receives them from the manufacturer and, as
such, service level fill rates and order and delivery terms do not apply to
such dock-to-dock orders.”


 


D.            Within twenty (20) days of the Effective Date, Customer
will pay to ABDC the full amount of all outstanding payments that are, as of
the date of Customer’s payment, due pursuant to Weekly Statement/Three Week
Terms under Section 3(A) of this Amendment.


 


E.             For purposes of clarity, (1) Source/PRxO Gen compliance
ratios in the Price of Goods matrix in Paragraph 1(A) of Exhibit 1 include only
purchases from ABDC through its Source Generics or PRxO Generics programs; and
(2) monthly Net Purchase volume tiers in such matrix


 


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include only purchases from ABDC. Matrix
pricing tiers and Source/PRxO Gen Compliance ratios do not include Customer’s
Purchases from Bellco.


 


4.             Credit Deposit


 


On the Effective Date,
Customer will deposit with ABDC the sum of Two Million Five Hundred Thousand
Dollars ($2,500,000) in an interest bearing account as a deposit for Customer’s
performance of its obligations under this Agreement (the “Deposit”). Customer
hereby grants to ABDC a lien upon and continuing security interest in the
Deposit as cash collateral and security for the performance of all obligations
of Customer hereunder including, without limitation the payment of all amounts
due and owing hereunder, which security interest shall be enforceable and
subject to all the provisions of this Agreement, as if the Deposit were
specifically pledged hereunder, and the Deposit and proceeds thereof may be
applied to payment of the obligations of Customer hereunder at any time
following the occurrence of a default or event of default in any such
obligation hereunder. ABDC shall have no obligation to segregate the Deposit.
ABDC’s security interest in the Deposit shall be perfected by possession
thereof and such security interest shall be senior to the interest of any other
party including, without limitation, Canadian Imperial Bank of Commerce, New
York Agency. ABDC shall be entitled to exercise any or all rights, remedies,
benefits and privileges available to a secured party under the Uniform
Commercial Code as well as those under this Agreement and any other applicable
agreement with respect to the Deposit. “Uniform Commercial Code” means the
Uniform Commercial Code of Pennsylvania, as the same may be amended from time
to time, and any successor statute. In the event any or all of the Deposit is
applied against any such obligations, ABDC shall give written notice thereof to
Customer and, not later than two business days after the date such notice is
received, Customer shall deposit with ABDC an amount equal to the amount of the
deposit so applied. Any such new deposit shall be and become the “Deposit”
hereunder and, accordingly, Customer hereby grants a lien upon and continuing
security interest in such deposit as security for the performance of all
obligations of Customer hereunder including, without limitation the payment of
all amounts due and owing hereunder. Upon the expiration or termination of the Agreement,
ABDC may deduct from such deposit and any interest earned thereon any unpaid
amounts owed under the Agreement, including payment for Products and Services.
ABDC will return to Customer any balance remaining within ninety (90) days of
the expiration or termination of the Agreement. Such credit deposit will not
relieve Customer of its obligation to pay promptly.


 


5.             Joinder


 


Affiliates agree that the
term “Customer” in the Agreement and this Amendment shall be interpreted to
refer to and include Affiliates. Affiliates agree that by executing this
Amendment, the Affiliates hereby adopt the Agreement and the Amendment and
agree to be bound by all the terms, conditions, responsibilities and provisions
of the Agreement and the Amendment.


 


6.             SECURITY Interest


 


Section 9.2 of Exhibit 3 to
the Prime Vendor Agreements hereby terminated and ABDC agrees that it shall
file a UCC 3 termination statement with respect to the security interest
previously created under such section.


 


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In
Witness Whereof, the parties have had a duly authorized officer,
partner or principal execute this Amendment as of its Effective Date.


 


 


 


	
    Customer

  	
  ABDC:

  
	
    BJK, Inc.

  	
    AmerisourceBergen Drug Corporation

  
	
   

  	
   

  
	
  By:

  	
  /s/Jerry Silva

  	
  By:

  	
  /s/Michael D. Dicandilo

  
	
   

  	
  Jerry Silva

  	
   

  	
  Michael D. Dicandilo

  
	
   

  	
  Chief Executive Officer

  	
   

  	
  Executive Vice President 

  and Chief Financial Officer

  
	
   

  	
   

  
	
   

  	
   

  
	
    Customer

  	
    Customer

  
	
    ChemRx New Jersey, LLC

  	
    ChemRx Salerno's, LLC

  
	
   

  	
   

  
	
  By:

  	
  BJK, Inc., as sole member

  	
  By:

  	
  BJK, Inc., as sole member

  
	
   

  	
   

  
	
  By:

  	
  /s/Jerry Silva

  	
  By:

  	
  /s/Jerry Silva

  
	
   

  	
  Jerry Silva

  	
   

  	
  Jerry Silva

  
	
   

  	
  Chief Executive Officer

  	
   

  	
  Chief Executive Officer

  
	
   

  	
   

  
	
   

  	
   

  



 


 


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