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EXHIBIT 10.3
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 Corporation, a Delaware
corporation ("RITE AID"), Xxxxxx Xxxxxxxxxx & Xxxx Fund III, L.P., a Delaware
limited partnership ("JLL") and the other Persons named on the signature pages
hereof (such Persons and JLL are collectively referred to as the "JLL
STOCKHOLDERS"). The Company, Rite Aid and the JLL Stockholders are sometimes
referred to in this Amendment collectively as the "PARTIES." All terms used but
not defined in this Amendment shall have the meanings ascribed to such terms in
the Agreement (defined below).
RECITALS
WHEREAS, the Parties entered into that certain Stockholders' Agreement
(the "AGREEMENT") dated as of October 2, 2000.
WHEREAS, the Parties have agreed to replace in its entirety Exhibit B
to the Agreement as set forth in this Amendment.
AGREEMENT
NOW, THEREFORE, in consideration of the foregoing and for other good
and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the Parties hereto agree as follows:
1. Amendment to Agreement. Exhibit B of the Agreement shall be deleted
and replaced in its entirety with the Second Amended and Restated Certificate of
Incorporation of the Company attached as Schedule 1 hereto.
2. Status of Agreement. This Amendment shall be construed in connection
with, and as part of, the Agreement. The terms, conditions, covenants,
representations, agreements, rights and remedies set forth in the Agreement, as
modified herein, are hereby confirmed in all respects by the parties hereto and
shall continue in full force and effect.
3. Applicable Law. This Amendment shall be governed by, and construed
in accordance with, the laws of the State of New York, without regard to the
conflicts of laws rules of such state.
4. Counterparts. This Amendment may be executed in any number of
counterparts, each of which shall be deemed to be an original and all of which
together shall be deemed to be one and the same instrument.
[SIGNATURE PAGES FOLLOW]
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IN WITNESS WHEREOF, this Amendment has been executed by the parties
hereto as of the day and year first above written.
ADVANCE PARADIGM, INC.
By XXXXX XXXXXXXX
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Name: Xxxxx Xxxxxxxx
Title: Executive Vice President & CFO
RITE AID CORPORATION
By XXXXXX X. XXXXXX
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Name: Xxxxxx X. Xxxxxx
Title: Sr. Executive Vice President
XXXXXX XXXXXXXXXX & LEVY FUND III, L.P.
By XXXXXX XXXXX
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Name: Xxxxxx Xxxxx
Title: Sr. Managing Director
AMENDMENT NO. 1 TO THE STOCKHOLDERS AGREEMENT
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XXXXXX FAMILY HOLDINGS, LLC
By XXXXXX X. XXXXXX
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Name: Xxxxxx X. Xxxxxx
Title: Managing Partner
XXXX XXX
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Xxxx Xxx
XXXXXX XXXXX
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Xxxxxx Xxxxx
XXXXX XXXXXXX
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Xxxxx Xxxxxxx
XXXX-XXXXXX XXXXXX
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Xxxx-Xxxxxx Xxxxxx
XXX GROVMAN
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Xxx Grovman
XXXXXXX XXXX
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Xxxxxxx Xxxx
XXXXX XXXX
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Xxxxx Xxxx
XXXX XXXXXXXXX
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Xxxx Xxxxxxxxx
XXXXXXX XXXX
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Xxxxxxx Xxxx
AMENDMENT NO. 1 TO THE STOCKHOLDERS AGREEMENT
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XXXXXXX XXXX
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Xxxxxxx Xxxx
XXXXXXX X. XXXXXXXXX
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Xxxxxxx X. Xxxxxxxxx
XXXXX XXXXXXX
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Xxxxx Xxxxxxx
XXXXX XXXXXXXXX
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Xxxxx Xxxxxxxxx
XXXXX XXXXXXXX
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Xxxxx Xxxxxxxx
XXXX XXX
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Xxxx Xxx
XXXXXXX XXXXX
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Xxxxxxx Xxxxx
AMENDMENT NO. 1 TO THE STOCKHOLDERS AGREEMENT
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SCHEDULE 1
SECOND AMENDED AND RESTATED CERTIFICATE OF INCORPORATION
