EXHIBIT 6 - FIRST AMENDMENT TO REGISTRATION RIGHTS AGREEMENT
FIRST AMENDMENT
TO
REGISTRATION RIGHTS AGREEMENT
FIRST AMENDMENT (this "First Amendment") dated as of May 5, 2000, by
and among PROMEDCO MANAGEMENT COMPANY, a Delaware corporation (the
"Company"), GS CAPITAL PARTNERS III, L.P., a Delaware limited partnership
("GSCP"), and certain affiliates of GSCP set forth on the signature page of
this First Amendment (the "GSCP Affiliates", and collectively with GSCP and
including their respective successors and permitted assigns, the "GSCP
Parties").
WHEREAS, the Company and the GSCP Parties previously entered into a
Registration Rights Agreement (the "Registration Rights Agreement") dated
as of January 13, 2000; and
WHEREAS, the Company and the GSCP Parties desire to amend the
Registration Rights Agreement as set forth herein.
NOW, THEREFORE, the parties hereto agree as follows:
SECTION 1. DEFINED TERMS; INTERPRETATION. Unless otherwise
specifically defined herein, each term used herein which is defined in the
Registration Rights Agreement has the meaning assigned to such term in the
Registration Rights Agreement. Each reference to "hereof", "hereunder",
"herein" and "hereby" and each other similar reference and each reference
to "this Agreement" and each other similar reference contained in the
Registration Rights Agreement shall from and after the effective date of
this First Amendment refer to the Registration Rights Agreement as amended
hereby, except in any instance in the Registration Rights Agreement where
any such reference relates to the date of the execution of the Registration
Rights Agreement in which instance such reference shall relate to the
Registration Rights Agreement without giving effect to this amendment.
SECTION 2. AMENDMENTS. The Registration Rights Agreement is hereby
amended as follows:
(a) The first "Whereas" clause is hereby amended and restated in its
entirety as follows:
WHEREAS, the Company and the GSCP Parties have entered into a
Securities Purchase Agreement, dated as of January 13, 2000, and a First
Amendment to Securities Purchase Agreement, dated as of May 5, 2000 (as
amended, the "Purchase Agreement"), pursuant to which, among other things,
the GSCP Parties have purchased 1,250,000 shares of the Company's common
stock, par value $0.01 per share (the "Common Stock"), of the Company and
have agreed, subject to the terms and conditions set forth therein, to
purchase 425,000 shares of the Company's Series A Convertible Preferred
Stock, par value $0.01 per share (the "Series A Preferred Stock") and
warrants to purchase 125,000 shares of Series B Convertible Preferred
Stock, par value $0.01 per share (the "Series B Preferred Stock"); and
(b) The following definitions from Section 1 are hereby amended and
restated in their entirety:
"Registrable Securities" means (a) any shares of Common Stock or
Common Stock Equivalents owned by the GSCP Parties at any time, (b) any
shares of Common Stock issued or issuable upon the conversion, exercise or
exchange of any shares of Series A Preferred Stock or Series B Preferred
Stock owned by the GSCP Parties at any time, and (c) any shares of Common
Stock issued with respect to the securities referred to in clauses (a), (b)
by way of a stock dividend, stock split or reverse stock split or in
connection with a combination of shares, recapitalization, merger,
consolidation or otherwise. As to any particular Registrable Securities,
such securities shall cease to be Registrable Securities when (A) a
registration statement with respect to the sale of such securities shall
have been declared effective under the Securities Act and such securities
shall have been disposed of in accordance with such registration statement,
(B) such securities shall have been sold (other than in a privately
negotiated sale) pursuant to Rule 144 (or any successor provision) under
the Securities Act and in compliance with the requirements of paragraphs
(f) and (g) of Rule 144 (notwithstanding the provisions of paragraph (k) of
such Rule) or (C) such securities may be sold pursuant to Rule 144(k) under
the Securities Act.
(c) The definition of "Series A Preferred Stock" is hereby deleted
from Section 1.
(d) Section 2.1(a)(i) is hereby amended as follows:
(i) by deleting the words "15%" and inserting in place thereof
the words "25%"; and
(ii) by adding the words "and Series B Preferred Stock"
immediately after the words "Series A Preferred Stock".
SECTION 3. COUNTERPARTS; EFFECTIVENESS. This First Amendment may be
signed in any number of counterparts, each of which shall be an original,
with the same effect as if the signatures thereto and hereto were upon the
same instrument. This First Amendment shall become effective when each
party hereto shall have received counterparts hereof signed by all of the
other parties hereto.
SECTION 4. MISCELLANEOUS. Except as expressly set forth in this First
Amendment, the Registration Rights Agreement shall otherwise remain
unchanged and in full force and effect and remain binding upon the parties
hereto.
IN WITNESS WHEREOF, the parties hereto have duly executed this
First Amendment or have caused this First Amendment to be duly executed by
their respective authorized officers as of the day and year first above
written.
PROMEDCO MANAGEMENT COMPANY
By: /s/ Xxxxxx X. Xxxxx
--------------------------------
Name: Xxxxxx X. Xxxxx
Title: Chief Financial Officer
GS CAPITAL PARTNERS III, L.P.
By: GS Advisors III, L.L.C.,
its general partner
By: /s/ Xxxx X. Xxxxxx
--------------------------------
Name: Xxxx X. Xxxxxx
Title: Vice President
GS CAPITAL PARTNERS III OFFSHORE, L.P.
By: GS Advisors III, L.L.C.,
its general partner
By: /s/ Xxxx X. Xxxxxx
--------------------------------
Name: Xxxx X. Xxxxxx
Title: Vice President
XXXXXXX, XXXXX & CO.
VERWALTUNGS GMBH
By: /s/ Xxxxxxx X. X'Xxxxx
--------------------------------
Name: Xxxxxxx X. X'Xxxxx
Title: Managing Director
and
By: /s/ Xxxx X. Xxxxxx
--------------------------------
Name: Xxxx X. Xxxxxx
Title: Registered Agent
XXXXX XXXXXX XXXX 0000, X.X.
By: Stone Street 2000, L.L.C.,
its general partner
By: /s/ Xxxx X. Xxxxxx
--------------------------------
Name: Xxxx X. Xxxxxx
Title: Vice President
