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:
Name:
Title:
GS CAPITAL PARTNERS III, L.P.
By: GS Advisors III, L.L.C.,
its general partner
By: _____________________
Name:
Title:
GS CAPITAL PARTNERS III OFFSHORE, L.P.
By: GS Advisors III, L.L.C.,
its general partner
By: _____________________
Name:
Title:
XXXXXXX, XXXXX & CO.
VERWALTUNGS GMBH
By: _____________________
Name:
Title:
and
By: _____________________
Name:
Title:
XXXXX XXXXXX XXXX 0000, X.X.
By: Stone Street 2000, L.L.C.,
its general partner
By:_____________________
Name:
Title:
