EXHIBIT 4 - AMENDMENT NO. 2 TO RIGHTS AGREEMENT AMENDMENT NO. 2 TO RIGHTS AGREEMENT Amendment No. 2 (this "Amendment"), dated as of May 5, 2000, to the Rights Agreement, dated as of February 18, 1997 (the "Rights Agreement"), between ProMedCo...Rights Agreement • May 9th, 2000 • Goldman Sachs Group Inc • Security brokers, dealers & flotation companies
EXHIBIT 6 - FIRST AMENDMENT TO REGISTRATION RIGHTS AGREEMENT FIRST AMENDMENTRegistration Rights Agreement • May 9th, 2000 • Goldman Sachs Group Inc • Security brokers, dealers & flotation companies
ARTICLE IWarrant Agreement • May 9th, 2000 • Goldman Sachs Group Inc • Security brokers, dealers & flotation companies • New York
May 5, 2000 GS Capital Partners III, L.P. GS Capital Partners III Offshore, L.P. Goldman, Sachs & Co. Verwaltungs GMBH Stone Street Fund 2000, L.P. c/o Goldman, Sachs & Co. 85 Broad Street New York, NY 10004 Re: Sale of ProMedCo Management Company...Lock-Up Agreement • May 9th, 2000 • Goldman Sachs Group Inc • Security brokers, dealers & flotation companies
The undersigned is a holder of securities of ProMedCo Management Company, a Delaware Corporation (the "Company"), and understands that the Company and GS Capital Partners III, L.P., GS Capital Partners III Offshore, L.P., Goldman, Sachs & Co. Verwaltungs GMBH and Stone Street Fund 2000, L.P. (collectively, the "Purchaser") have entered into a Securities Purchase Agreement, dated as of January 13, 2000, and are simultaneously herewith entering into a First Amendment to Securities Purchase Agreement (as amended, the "Purchase Agreement"), which provides, among other things, for the acquisition by the Purchaser of certain securities of the Company (the "Acquisition") upon the terms and subject to the conditions set forth therein. Capitalized terms used but not defined herein shall have the meanings ascribed to such terms in the Purchase Agreement.
EXHIBIT 3 - FIRST AMENDMENT TO SECURITIES PURCHASE AGREEMENT FIRST AMENDMENTSecurities Purchase Agreement • May 9th, 2000 • Goldman Sachs Group Inc • Security brokers, dealers & flotation companies
