FIRST AMENDMENT TO THE AMENDED AND RESTATED PRIME VENDOR AGREEMENT FOR LONG-TERM CARE PHARMACIES

Exhibit 10.33

[***] CERTAIN INFORMATION IN THIS EXHIBIT HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS. THREE ASTERISKS DENOTE SUCH OMISSIONS.

FIRST AMENDMENT TO THE AMENDED AND RESTATED PRIME VENDOR

AGREEMENT FOR LONG-TERM CARE PHARMACIES

This First Amendment (“First Amendment”) is entered into as of January 1, 2013 (the “Effective Date”), between AmerisourceBergen Drug Corporation (“ABDC”), on the one hand, and PharMerica Corporation (“PMC”), Pharmacy Corporation of America (“PCA”), and Chem Rx Pharmacy Services, LLC, (“Chem Rx”), on the other. (Collectively, PMC, PCA and Chem Rx are referred to hereafter as “Customer”) and amends the parties Amended and Restated Prime Vendor Agreement for Long-Term Care Pharmacies (“Agreement”) dated January 1, 2011.

Capitalized terms that are not defined in this First Amendment have the meanings set forth in the Agreement. For good and valuable consideration, the receipt of which is hereby acknowledged, and intending to be legally bound hereby, the parties amend the Agreement as follows:

B. ABDC shall be the Primary Vendor of Customer’s Facilities for Products. Customer will pay, within terms, Product costs and Program fees pursuant to payment terms in Exhibit “1” (“Pricing/Payment Terms”). Customer’s compliance with the Primary Vendor requirements encompassed by the definition of that term in Exhibit 5 as incorporated herein will be verified *** by ABDC and must be *** as provided in Section 10(A). Notwithstanding the Primary Vendor requirements, Customer may purchase directly from a manufacturer if, due to a product shortage or allocation, the manufacturer requires that Customer do so. ABDC agrees that, in accordance with the definition of Facility in Exhibit 5, the Primary Vendor requirements will not apply to Customer’s newly acquired pharmacies with existing agreements with other distributors until such time as such newly acquired pharmacies become Facilities hereunder. By way of example, Table 1 of Exhibit 7 illustrates how the parties will *** Customer’s *** with the Primary Vendor requirements.

B. By agreeing to participate in the PRxO Generics Purchase Program, Customer must purchase from ABDC and through the PRxO Generics Purchase Program no less than the following percentages of its non-Injectable Generic Rx, as verified *** by ABDC and ***as provided in Section 10(A):

With respect to each Generic Rx purchased by Customer under the PRxO Generics Purchase Program, ABDC shall use its *** to provide Customer *** prior to changing suppliers of such Products. Any changes by ABDC in its PRxO Generics Purchase Program will be non-discriminatory to the Customer, generally applicable to ABDC’s customers and consistent with the terms of this Agreement. Table 1 of Exhibit 7 establishes how the parties will *** Customer’s Generic Rx *** requirements.

The pricing for PRxO Generic products when *** will be *** than *** with ABDC through the PRxO Generics Purchase Program. A *** is a third-party *** with ***, taking into consideration ***, including ***.

B. Subject to termination of this Agreement pursuant to Paragraph 5 of the Provisions, the term will be from the Effective Date until September 30, 2016 (“Term”). Unless either party provides notice of termination at least 90 days prior to the expiration of the Term, this Agreement will automatically renew for additional *** periods, subject to termination pursuant to Paragraph 5 of Exhibit 3.

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(1) Customer will receive a rebate of $*** representing a ***% *** off of the first $*** of *** purchased between *** and ***. This rebate will be paid in *** no later than *** days after Customer has satisfied the requisite purchase threshold stated herein. Customer must be compliant with all material terms of the Agreement to be eligible for the rebate under this paragraph.

(2) Customer will receive a rebate of $*** representing a ***% *** off of the first $*** of *** purchased between *** and ***. This rebate will be paid in *** no later than *** days after Customer has satisfied the requisite purchase threshold herein. Customer must be compliant with all material terms of the Agreement to be eligible for the rebate under this paragraph.

(3) Customer will receive a rebate of $*** representing a ***% *** off of the first $*** of *** purchased between *** and ***. This rebate will be paid in *** no later than *** days after Customer has satisfied the requisite purchase threshold herein. Customer must be compliant with all material terms of the Agreement to be eligible for the rebate under this paragraph.

Generic Rx Rebates. ABDC shall pay Customer rebates for certain Generic Rx purchases, which rebates shall be calculated and paid on a *** basis. Rebates payable and owed to Customer under this Paragraph 2(B) are as follows:

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To assess the *** of Customer’s calendar ***, such *** will be assessed to the benchmark so described below within *** days after the close of each calendar ***. Within such *** day time period, ABDC shall provide Customer with a written certification in the Form attached hereto as Exhibit 6, executed by a duly authorized officer, attesting to the calculation of the “*** Rebate” ( as defined below). In addition ABDC shall provide Customer with sufficient data to support said calculation and a summary explanation showing the calculation. For each period two values will be measured: (1) Customer’s aggregated *** at ***; and (2) the aggregated *** of those same ***. Any Partnership Rebates or PRxO Rebates shall further be *** from the ***. Each calendar ***, to the extent the *** amount paid by Customer for PRxO Generics does not *** a *** of ***% of the *** on their purchase dates in the applicable calendar ***, ABDC will *** Customer any *** (the “*** Rebate”) to equal the ***% *** within *** days after such ***. Customer and ABDC agree to make *** to *** certain *** (i.e., ***) from the calculation due to reasons of *** such as, but limited to, (i) ***; (ii) *** and (iii) ***. The calculation is illustrated as follows:

Resulting in no *** Rebate owing under this example since the *** is not less than ***%.

Commencing January 1, 2013, the *** is *** from ***% to ***%. Commencing October 1, 2013, the *** will be *** from ***% to ***%.

If Customer does not meet the applicable percentages of Generic Rx purchases through the PRxO Generics Purchase Program set forth in Section 3 of this First Amendment for the immediately prior ***, then ABDC may increase Customer’s Price of Goods (Branded Rx and other Products) in the current *** by ***% (***) for each ***% that Customer’s total *** for the immediately prior *** were below the minimum *** requirements of such applicable *** (calculated pursuant to the foregoing formula). By way of example, if Customer’s *** under the above formula were ***% in the ***, the effective Price of Goods for Branded Rx for the following *** would change by (***%) from ***% to ***%.

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RECORDS, AUDITS.

ABDC will maintain records of transactions during the Term and for one year after. Customer’s employees and agents and representatives (“Delegates”) may audit such records only pursuant to ABDC’s audit policies, as modified from time to time. All Delegates engaged by Customer to conduct the review will be bound by the confidentiality obligations of this Agreement and all Delegates other than PMC employees, shall execute a commercially reasonable confidentiality agreement with ABDC . Such audits may be conducted only during ordinary business hours and upon reasonable notice and may only cover *** days prior to the request or any shorter period set by the manufacturer for chargeback audits. No audit may cover any period previously audited. All costs of such audit will be borne by Customer, including costs to produce records. If an audit shows net overcharges or undercharges and ABDC agrees with such findings, (i) ABDC will *** or charge Customer within *** days of receipt of written notice of the net overcharge (or, if later, within *** days of receiving an applicable supplier’s credit) or undercharge and (ii) ABDC will *** of any audit ***, including ***, not ***.

Suggested Wholesale Price (SWP) means a price at which drugs are purchased at the wholesale level as published from time-to-time by First Data Bank (or a comparable industry compendium) provided by manufacturers. If the manufacturer of a PRxO Generic does not publish SWP, or if the manner or effect of how SWP is published during the Term differs from how SWP is published as of this First Amendment’s Effective Date (whether as a result of regulation or common practice within the industry), ABDC may, with ***, use an ***to *** the ***. Prior to doing so, the parties will meet in *** and use *** to determine the appropriate industry measurement to effectuate the intent of the ***.

Partnership Rebate means the *** rebate that Customer will receive as described in Paragraph 8 of this First Amendment.

Primary Vendor means Customer purchases from ABDC (i) no less than ***% of all Brand Rx that Customer purchases from any source and (ii) Generic Rx in no less than such amounts as set forth in Paragraph 2B; including, without limitation, Products purchased from ABDC pursuant to Customer’s direct contracts with pharmaceutical manufacturers that are administered by ABDC pursuant to Paragraph 1(E) of Exhibit 1; provided, however that, in each instance, these Branded Rx are available for purchase from ABDC in sufficient quantities to meet Customer’s routine demand.

PRxO Contract Cost means the per-unit cost of PRxO Generics under *** with the ***.

PRxO Generics means Generic Rx available under the PRxO Generics Purchase Program.

PRxO Rebates include the Partnership Rebate and, ***, mean the *** paid to *** by *** of PRxO Generics, excluding any *** paid to *** by the suppliers. By way of clarification, *** paid to *** by *** are excluded from PRxO Rebates, including: ***, including ***.

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Facility means (a) each of Customer’s LTCPs as of the Effective Date of this First Amendment, (b) any other LTCPs in the United States that, during the Term and subject to ABDC’s credit approval policies (i) Customer acquires (directly or through a commonly controlled, owned or managed affiliate or subsidiary); (ii) Customer controls, directly or indirectly; or (iii) Customer or any other Facility (as denoted above) operates or manages, provided, however, that any newly acquired pharmacy with an existing agreement with another distributor will become a Facility under this Agreement upon the earlier of expiration of such existing agreement or the date Customer (or such affiliate or subsidiary) may terminate such agreement according to its terms, with or without cause, without breaching it or paying a termination penalty, and (c) Amerita. For the avoidance of doubt, a Facility excludes any pharmacy under Customer’s control that serves as a hospital pharmacy. If Customer acquires any non-LTCP or home infusion pharmacy, whether under agreement with ABDC or another distributor, the parties will meet and discuss when such facility will be eligible to participate under this Agreement and/or the appropriate Price of Goods and other terms that may be offered with respect to such new non-LTCP or home infusion facility. If an acquired non-LTCP or home infusion pharmacy is not added as a Facility to the Agreement, Customer shall contract for pharmaceutical products and services in any manner it deems desirable without duty or obligation to ABDC.

15. Paragraph 10A (COMPLIANCE CERTIFICATION) of the Agreement is amended and restated in its entirety as follows:

16. Exhibit 6 of the Agreement is amended and restated in its entirety as set forth on Exhibit 6 attached to this Amendment.

17. Exhibit 7 of the Agreement is amended and restated in its entirety as set forth on Exhibit 7 attached to this Amendment.

18. Paragraph 9.1(c) of Exhibit 3of the Agreement is hereby amended to add the following sentence to the end thereof:

“In the event of an early termination of the Agreement as a result of a Change-In-Control, the Assignee shall pay ABDC a termination fee of $*** at the time of termination.”

This First Amendment to the Amended and Restated Prime Vendor Agreement for Long-Term Care Pharmacies constitutes the sole and complete understanding of the parties with respect to its subject matter and supersedes all prior or contemporaneous communications between the parties concerning such subject matter. If there is any conflict between the terms of this First Amendment and the Agreement, this First Amendment shall control. Following the Effective Date, the Agreement (as amended) remains in full force and effect.

IN WITNESS WHEREOF and intending to be legally bound hereby, the parties have executed this First Amendment to be effective as of the Effective Date above.

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Exhibit 10.33

Exhibit 6

Form of Compliance Certificate

[Date]

George Rafferty

Senior Vice President, Community and Specialty Pharmacy

AmerisourceBergen Drug Corporation (“ABDC”)

1300 Morris Drive

Chesterbrook, PA 19087

Dear Mr. Rafferty:

In accordance with Section 1(B) and Section 2(B) of the Amended and Restated Prime Vendor Agreement for Long Term Care Pharmacies (the “Agreement”) dated January 1, 2011, as amended as of January 1, 2013, between PharMerica Corporation and certain of its affiliates (“PharMerica”) and ABDC, I hereby attest that PharMerica has purchased from ABDC (i) at least ***% of all Branded Rx and (ii) no less than the applicable percentage in the table below of its non-Injectable Generic Rx during the specified period that ended ***,             , and that PharMerica complied with the provisions of Section 1 and Section 2 of said year.

[Date]

PharMerica Corporation

1901 Campus Place

Louisville, KY 40299

Dear                     :

In accordance with Paragraph 2(B) of Exhibit 1 of the Amended and Restated Prime Vendor Agreement for Long Term Care Pharmacies (the “Agreement”) dated January 1, 2011, as amended as of January 1, 2013, between PharMerica Corporation and certain of its affiliates and AmerisourceBergen Drug Corporation (“ABDC”), I hereby attest that (i) ABDC *** to PharMerica its *** of PRxO Rebates and the Partnership Rebate and (ii) either complied with the PRxO Generics Competitive Benchmark or *** the *** Rebate in accordance with the terms of the Agreement.

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EXHIBIT 7 TO

AMENDED AND RESTATED PRIME VENDOR AGREEMENT

PURCHASING *** CALCULATIONS

*** calculation illustration (Figures are based on ***):

For Illustration Purposes

TABLE 1 OF EXHIBIT 7

TREATMENT OF GENERIC Rx PURCHASES

TABLE 1 OF EXHIBIT 7

TREATMENT OF GENERIC Rx PURCHASES

TABLE 1 OF EXHIBIT 7

TREATMENT OF GENERIC Rx PURCHASES