exv10w3





Exhibit 10.3


     FIRST AMENDMENT, dated as of March 25, 2010 (as it may be amended, modified or supplemented
from time to time, this “First Amendment”) to the PRIME VENDOR AGREEMENT made as of July 1, 2009
(the “Existing Prime Vendor Agreement”) between AmerisourceBergen Drug Corporation (“ABDC”) and
Bioscrip, Inc., BioScrip Infusion Services, Inc., Chonimed LLC, Los Feliz Drugs  Inc., Bioscrip Pharmacy
Inc. and Bradhurst Specialty Pharmacy, Inc., Bioscrip Pharmacy (NY), Inc., Bioscrip PMB Services,
LLC, Natural Living Inc., Bioscrip Infusion Services, LLC, Bioscrip Nursing Services, LLC, Bioscrip
Infusion Management, LLC, and Bioscrip Pharmacy Services, Inc. (severally and collectively
sometimes hereinafter referred to and obligated as “Customer”). Terms not otherwise defined herein
shall have the meanings ascribed to such terms in the Existing Prime Vendor Agreement.



     ABDC and Customer have agreed to amend the Existing Prime Vendor Agreement, confirm the
liability of each of the undersigned as a “Customer” under such agreement and modify the scope of
the security interest in the collateral granted therein. Accordingly, the parties hereto,
intending to be legally bound, hereby further covenant and agree as follows:



     1. Joinder and Assumption.



          (a) Each of the undersigned hereby join in, assume and agree to be bound by all terms,
covenants and conditions set forth in the Existing Prime Vendor Agreement, as hereby amended (the
same, as it may be further amended, supplemented or otherwise modified from time to time, the
“PVA”), as if each of the undersigned were originally a party to the PVA. Accordingly, effective
immediately, each of the undersigned is and shall be deemed a Customer under the PVA and all
related instruments, agreements and documents.




          (b) Each of the undersigned agrees to (i) cause each subsidiary or affiliate of the
undersigned which may from and after the date hereof be acquired or formed by any of the
undersigned to likewise join in, assume and agree to be bound by all terms, covenants and
conditions set forth in the PVA and thereby become a Customer under the PVA and all related
instruments, agreements and documents, and (ii) execute and/or deliver such instruments, agreements
and documents as ABDC may reasonably require to effectuate the intents and objects of this
provision and the PVA and all related instruments, agreements and documents.




          (c) Without limiting the generality of the foregoing, each other of the undersigned grant,
affirm and/or reaffirm (and shall cause each subsidiary or affiliate of the undersigned which may
be acquired or formed by any of the undersigned to grant) a lien on and security interest in and to
the Collateral (as hereinafter defined) by joining in and agreeing to be bound by the terms,
covenants and conditions set forth in the PVA.




     Notwithstanding anything to the contrary set forth in this Section 1 of this PVA, the joinder
of a Customer and the execution and exchange of documentation in connection therewith shall not be
required with respect to any affiliate or subsidiary that is a party to a contract with a vendor of
Inventory of a type which is available for purchase from ABDC until lawful termination of such
contract; provided, however, that the undersigned and/or any such subsidiary or affiliate shall
terminate (or cause termination of) such contract in accordance with its terms as quickly as
commercially reasonable, without penalty, damages or other costs to such affiliate or subsidiary
for such termination so that such affiliate or subsidiary may join in the PVA as soon after such
termination as practicable.



 









 






     2. Amendment to Section 9.2 of Exhibit 3. Section 9.2 of Exhibit 3 to the Existing
Prime Vendor Agreement is hereby amended by (i) deleting such provision in its entirety, and (ii)
substituting therefor the following new Section 9.2:




	 		 	9.2  Security Interest.  Without limiting the generality of the joinder in and to
the PVA and assumption of liabilities and obligations of Customer, to secure all of
Customer’s existing and future debts, liabilities and obligations to ABDC, Customer hereby
grants to ABDC a lien upon and security interest in all of Customer’s Inventory, Accounts
and Proceeds and products thereto and thereof, wherever located, now owned or hereafter
acquired or arising (“Collateral”). All capitalized terms used herein and not defined have
the meaning in the Uniform Commercial Code as in effect in any jurisdiction in which any of
the Collateral may at the time be located (the “UCC”). Customer hereby authorizes ABDC to
file UCC financing statements describing the Collateral in all such jurisdictions as ABDC
deems appropriate. Customer agrees it will not make sales, leases or other dispositions of
any of the Collateral except in the ordinary course of business of Customer without the
prior, written consent of ABDC. Customer hereby authorizes ABDC to do such other and
further things as ABDC deems reasonably necessary or appropriate to achieve the purposes of
this Paragraph.





     3. Governing Law. All questions concerning the validity or meaning of this First
Amendment, and the Existing Prime Vendor Agreement as amended by this First Amendment or relating
to the rights and obligations of the parties with respect to the performance hereunder or hereunder
shall be construed and resolved under the laws of the State of New York, except to the extent that
UCC provides for the application of the laws of the states of organization with respect to the
perfection, priority and enforceability of the Collateral.



     IN WITNESS WHEREOF, the parties have had a duly authorized officer execute this First
Amendment to the Prime Vendor Agreement as of the date first listed above.



	 	 	 
	BIOSCRIP INC.
	 	BIOSCRIP INFUSION SERVICES, INC.
	 	 	 
	By: /s/ Barry A. Posner
	 	By: /s/ Barry A. Posner

	Name: Barry A. Posner

Title: Executive Vice President, Secretary

          and General Counsel
	 	Name: Barry A. Posner

Title: Executive Vice President, Secretary

          and General Counsel
	 	 	 
	CHRONIMED, LLC

	 	LOS FELIZ DRUGS  INC.
	 	 	 
	By: /s/ Barry A. Posner
	 	By: /s/ Barry A. Posner

	Name: Barry A. Posner

Title: Executive Vice President, Secretary

          and General Counsel
	 	Name: Barry A. Posner

Title: Executive Vice President, Secretary

          and General Counsel






[Signatures Continue on Next Page]




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	BIOSCRIP
PHARMACY, INC.

	 	BRADHURST SPECIALTY
PHARMACY, INC.
	 
	 	 	 
	By:	/s/
Barry A. Posner
	 	By:	/s/ Barry A. Posner
	Name:	Barry
A. Posner 
	 	Name:	Barry A. Posner
	Title:	Executive
Vice President, Secretary,
and General Counsel	 	Title:	Executive
Vice President, Secretary,
and General Counsel

	 
	BIOSCRIP
PHARMACY (NY), INC.

	 	BIOSCRIP PBM
SERVICES, LLC

	 
	 	 	 
	By:	/s/
Barry A. Posner
	 	By:	/s/ Barry A. Posner
	Name:	Barry
A. Posner 
	 	Name:	Barry A. Posner
	Title:	Executive
Vice President, Secretary,
and General Counsel
	 	Title:	Executive
Vice President, Secretary,
and General Counsel

	 
	NATURAL
LIVING, INC.

	 	BIOSCRIP INFUSION
SERVICES,
INC.
	 
	 	 	 
	By:	/s/
Barry A. Posner
	 	By:	/s/ Barry A. Posner
	Name:	Barry
A. Posner 
	 	Name:	Barry A. Posner
	Title:	Executive
Vice President, Secretary,
and General Counsel

	 	Title:	Executive
Vice President, Secretary,
and General Counsel


	 
	BIOSCRIP
NURSING SERVICES, INC.
	 	BIOSCRIP INFUSION
MANAGEMENT. LLC
	 
	 	 	 
	By:	/s/
Barry A. Posner
	 	By:	/s/ Barry A. Posner
	Name:	Barry
A. Posner 

	 	Name:	Barry A. Posner
	Title:	Executive
Vice President, Secretary,
and General Counsel

	 	Title:	Executive
Vice President, Secretary,
and General Counsel

	 
	BIOSCRIP
PHARMACY SERVICES, INC.

	 
	 
	 	 	 
	By:	/s/
Barry A. Posner
	 	 	 
	Name:	Barry
A. Posner 
	 	 	 
	Title:	Executive
Vice President, Secretary,
and General Counsel	 	 	 
	 
	AMERISOURCEBERGEN
DRUG CORPORATION


	 
	 	 	 
	By:	/s/
Mitchell Blumenfeld
	 	 	 
	Name:	Mitchell
Blumenfeld

	 
	Title:	Chief
Financial Officer