1 EXHIBIT 10.2 SENIOR SUBORDINATED NOTES DUE 2010 REGISTRATION RIGHTS AGREEMENT DATED AS OF OCTOBER 2, 2000 BY AND AMONG ADVANCE PARADIGM, INC. AS THE ISSUER THE GUARANTORS AS DEFINED HEREIN AND RITE AID CORPORATION AS THE INITIAL PURCHASER This...Registration Rights Agreement • October 16th, 2000 • Advance Paradigm Inc • Services-misc health & allied services, nec • New York
WITNESSETH:Employment Agreement • June 29th, 2001 • Advancepcs • Insurance agents, brokers & service • Texas
ARTICLE IStock Purchase Agreement • December 31st, 1998 • Advance Paradigm Inc • Services-misc health & allied services, nec • Texas
1 EXHIBIT 10.5 ADVANCE PARADIGM, INC. SENIOR SUBORDINATED NOTES DUE 2010Indenture • October 16th, 2000 • Advance Paradigm Inc • Services-misc health & allied services, nec • New York
1 EXHIBIT 10.18 BASIC LEASE INFORMATION Lease Date: March 26, 1996 Tenant: PCS Mail Service, Inc., a Delaware corporation Tenant's Address: c/o Lilly Corporate Center Indianapolis, Indiana 46285 With a Copy to: PCS Health Systems, Inc. 9501 East Shea...Lease Agreement • June 29th, 2001 • Advancepcs • Insurance agents, brokers & service
ADVANCEPCS (a Delaware corporation) 5,151,249 shares Class A Common Stock, par value $.01 per share PURCHASE AGREEMENT Dated: August 20, 2001 TABLE OF CONTENTSPurchase Agreement • August 24th, 2001 • Advancepcs • Insurance agents, brokers & service • New York
1 AGREEMENT AND PLAN OF MERGER BY AND AMONGMerger Agreement • February 24th, 1998 • Advance Paradigm Inc • Services-misc health & allied services, nec • Delaware
WITNESSETHSupplemental Indenture • February 13th, 2003 • Advancepcs • Insurance agents, brokers & service • New York
WHEREAS, the Sellers own, in the aggregate, two hundred eighty three and 334/1000 (283.334) shares (the "SHARES" ) of the no par value Common Stock and Class B Common Stock (the "COMPANY STOCK") of Dresing-Lierman, Inc., an Ohio corporation (the...Purchase Agreement • August 14th, 2001 • Advancepcs • Insurance agents, brokers & service
AMENDMENT NO. 1 TO THE CREDIT AGREEMENTCredit Agreement • June 29th, 2001 • Advancepcs • Insurance agents, brokers & service • New York
amongStockholders' Agreement • October 16th, 2000 • Advance Paradigm Inc • Services-misc health & allied services, nec • New York
ADVANCEPCSWarrant Agreement • November 14th, 2001 • Advancepcs • Insurance agents, brokers & service • Texas
TERMINATION AGREEMENTTermination Agreement • June 27th, 1997 • Advance Paradigm Inc • Services-misc health & allied services, nec • Texas
RecitalsLease • June 29th, 2001 • Advancepcs • Insurance agents, brokers & service
WARRANT TO PURCHASE SUCH NUMBER OF SHARES OF COMMON STOCK AS SET FORTH IN ARTICLE 1 HEREIN OF ADVANCE PARADIGM, INC.Warrant Agreement • October 16th, 2000 • Advance Paradigm Inc • Services-misc health & allied services, nec • New York
ARTICLE II REPRESENTATIONS AND WARRANTIES OF THE SELLERStock Purchase Agreement • July 31st, 2000 • Advance Paradigm Inc • Services-misc health & allied services, nec • New York
AMONGPurchase Agreement • April 15th, 1999 • Advance Paradigm Inc • Services-misc health & allied services, nec • Delaware
1 EXHIBIT 10.2 CREDIT AGREEMENT Dated as of March 31, 1999Credit Agreement • April 15th, 1999 • Advance Paradigm Inc • Services-misc health & allied services, nec • New York
1 EXHIBIT 10.17 LEASE AGREEMENT PROJECT: CARDINAL TECHNOLOGY CENTER II I. DEFINITIONS AND BASIC PROVISIONS. A. Date of Lease: B. "Landlord": Cardinal Technology Center II, Inc., a Texas corporation C. Address: c/o Kennedy Associates Real Estate...Lease Agreement • June 29th, 2001 • Advancepcs • Insurance agents, brokers & service
EXHIBIT 10.34 AMENDMENT NO. 4 TO THE CREDIT AGREEMENT AMENDMENT NO. 4 TO THE CREDIT AGREEMENT (this "Amendment") dated as of May 29, 2002 is entered into by and among AdvancePCS, f/k/a Advance Paradigm, Inc., a Delaware corporation (the "Borrower"),...Credit Agreement • June 28th, 2002 • Advancepcs • Insurance agents, brokers & service • New York
1 EXHIBIT 10.17 EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT (the "Agreement") is effective as of May 1, 1998 (the "Effective Date"), by and between Advance Paradigm, Inc. (the "Company") and Anthony J. Pino (the "Executive"). WHEREAS, the Company...Employment Agreement • June 29th, 1998 • Advance Paradigm Inc • Services-misc health & allied services, nec • Texas
RecitalsExchange Agreement • October 16th, 2000 • Advance Paradigm Inc • Services-misc health & allied services, nec
1 EXHIBIT 10.1 EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT (the "Agreement") is effective as of March 1, 1999 (the "Effective Date"), by and between Advance Paradigm, Inc. (the "Company") and David A. George (the "Executive"). WHEREAS, the Company...Employment Agreement • November 12th, 1999 • Advance Paradigm Inc • Services-misc health & allied services, nec • Texas
Recitals --------Lease • June 29th, 2001 • Advancepcs • Insurance agents, brokers & service
OFFICE LEASE -- FULL SERVICE GROSS GENERAL FORMOffice Lease • June 29th, 2001 • Advancepcs • Insurance agents, brokers & service
1 EXHIBIT 10.4 CREDIT AGREEMENT Dated as of October 2, 2000Credit Agreement • October 16th, 2000 • Advance Paradigm Inc • Services-misc health & allied services, nec • New York
EMPLOYMENT AGREEMENT This Employment Agreement (the "Agreement") is effective as of December 1, 1996 (the "Effective Date"), by and between Advance ParadigM, Inc. (the "Company"), and Joseph J. Filipek, Jr. (the "Employee"). WHEREAS, Employee is a...Employment Agreement • June 27th, 1997 • Advance Paradigm Inc • Services-misc health & allied services, nec • Maryland
1 EXHIBIT 10.2 CONSULTING SERVICES AGREEMENT This Consulting Services Agreement (the "Agreement") is entered into as of June 1, 2001 by and between AdvancePCS, a Delaware corporation (the "Company") and Jean-Pierre Millon, (the "Consultant"), residing...Consulting Services Agreement • July 30th, 2001 • Advancepcs • Insurance agents, brokers & service • Arizona
1 EXHIBIT 2.2 SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • October 16th, 2000 • Advance Paradigm Inc • Services-misc health & allied services, nec • New York
AMENDMENT NO. 6 TO THE CREDIT AGREEMENTCredit Agreement • November 13th, 2002 • Advancepcs • Insurance agents, brokers & service • New York
EXHIBIT 10.3 EXECUTION COPY AMENDMENT NO. 3 TO THE CREDIT AGREEMENT Dated as of August 24, 2001 AMENDMENT NO. 3 TO THE CREDIT AGREEMENT dated as of October 2, 2000 among AdvancePCS, f/k/a Advance Paradigm, Inc., a Delaware corporation, as Borrower,...Credit Agreement • November 14th, 2001 • Advancepcs • Insurance agents, brokers & service • New York
WITNESSETHThird Supplemental Indenture • February 13th, 2003 • Advancepcs • Insurance agents, brokers & service • New York
AMENDMENT NO. 1 TO THE STOCKHOLDERS' AGREEMENT This Amendment No. 1 to the Stockholders' Agreement (this "AMENDMENT"), dated as of October 20, 2000 is entered into by and among Advance Paradigm, Inc., a Delaware corporation (the "COMPANY"), Rite Aid...Stockholders' Agreement • February 14th, 2001 • Advancepcs • Services-misc health & allied services, nec • New York
1 EXHIBIT 10.5 EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT (the "Agreement") is effective as of October 2, 2000 (the "Effective Date"), by and between Advance Paradigm, Inc. (the "Company") and ________________ (the "Employee"). For purposes of...Employment Agreement • February 14th, 2001 • Advancepcs • Services-misc health & allied services, nec • Arizona
FIRST AMENDMENT TO EMPLOYMENT AGREEMENTEmployment Agreement • November 12th, 1999 • Advance Paradigm Inc • Services-misc health & allied services, nec
