Exhibit 10.81










Exhibit 10.81




FIRST AMENDMENT TO

SECOND AMENDED AND RESTATED PREFERRED VENDOR AGREEMENT




This First Amendment to the SECOND AMENDED AND RESTATED PREFERRED VENDOR AGREEMENT (“Agreement”)
between CONNECTICUT GENERAL LIFE INSURANCE COMPANY, a Connecticut Corporation (“CIGNA”) and UNITED
STATES PHARMACEUTICAL GROUP, LLC (“USPG”), a Delaware limited liability company and NATIONSHEALTH,
INC., a Delaware Corporation and the indirect owner of all of the membership interest of USPG
(collectively, “NationsHealth”), dated May 1, 2008, is made and entered into effective February 25,
2009.



WHEREAS, pursuant to Section 10.10 of the Agreement, CIGNA and NationsHealth wish to amend the
Agreement.



NOW, THEREFORE, for valuable consideration, the receipt and sufficiency of which is hereby
acknowledged, the Agreement is hereby amended as follows:



1. For purposes of this Amendment, and unless otherwise indicated, capitalized terms used herein
shall be as defined in the Agreement.



2. Section B of Exhibit 1.03A of the Agreement under the heading “COMPENSATION FOR
PRE-TRANSITION DATE SERVICES” is hereby deleted in its entirety and replaced with the following:



“B. Calculation of Amount Due USPG




The monthly amount due USPG will be calculated as follows for the month of the Effective Date
through April 2009 regardless of whether the Transition Date occurs prior to May 1, 2009:




	 	a.)	 	 [* * *]

	 
	 	b.)	 	 Less: [* * *]

	 
	 	c.)	 	 Plus: [* * *]

	 
	 	d.)	 	 Less: [* * *]

	 
	 	e.)	 	 Less: [* * *] commencing for [* * *] and continuing through (i) [* * *] in
the event that the Transition Date occurs by [* * *]; or (ii) such time as the
Transition Date occurs in the event that it occurs after [* * *]; or (iii) the
termination or expiration of this Agreement in the event that the Transition Date
does not occur while this Agreement is in effect.

	 
	 	f.)	 	 Less: [* * *] commencing for [* * *] and continuing through (i) such time
as the Transition Date occurs in the event that it occurs after [* * *]; or (ii) the
termination or expiration of this Agreement in the event that the Transition Date
does not occur while this Agreement is in effect.”






3. Section 1.01(a) of the Agreement, which defines “Transition Date,” is hereby deleted in its
entirety and replaced with the following:




	 	 	“The activities and responsibilities set forth in Section 1.03A to be undertaken
until the Transition Date, which is defined as the later of (i) October 1, 2008; or
(ii) the date identified in a written notice from CIGNA to USPG as the date on which
USPG shall commence the activities and undertake the
responsibilities set forth in Exhibit 1.03B, which date must be [* * *] after CIGNA
has provided the written notice.”





 


 









 










4. The first paragraph of Section B of Exhibit 1.03B of the Agreement under the heading
“COMPENSATION FOR POST-TRANSITION DATE SERVICES” is hereby deleted in its entirety and replaced
with the following:




“The monthly amount due USPG will be calculated as set forth in this Section B for each
month commencing [* * *] provided that the Transition Date occurs by [* * *]. If the
Transition Date occurs after [* * *], the monthly amount due USPG will be calculated as set
forth in Exhibit 1.03A through the month in which the Transition Date occurs, at which time
the monthly amount due USPG will be calculated as set forth in this Section B.”



5. Except as modified by this Amendment, all other terms and provisions of the Agreement shall
continue in full force and effect.



IN WITNESS THEREOF, the parties hereto have caused this Amendment to be executed in duplicate and
signed by their respective officers duly authorized to do so.



	 	 	 	 	 	 	 
	UNITED STATES PHARMACEUTICAL GROUP, LLC	 	 
	 
	 	 	 	 	 	 
	By:	 	/s/ Glenn M. Parker	 	 
	 	 	 	 	 
	 

	 	Title:
	 	CEO	 	 
	 

	 	Date:
	 	February 25, 2009	 	 
	 
	 	 	 	 	 	 
	NATIONSHEALTH, INC.	 	 
	 
	 	 	 	 	 	 
	By:	 	/s/ Glenn M. Parker	 	 
	 	 	 	 	 
	 

	 	Title:
	 	CEO	 	 
	 

	 	Date:
	 	February 25, 2009	 	 
	 
	 	 	 	 	 	 
	CONNECTICUT GENERAL LIFE INSURANCE COMPANY	 	 
	 
	 	 	 	 	 	 
	By:	 	/s/ Kenneth L. Sperling	 	 
	 	 	 	 	 
	 

	 	Title:
	 	Senior Vice President	 	 
	 

	 	Date:
	 	March 6, 2009