<PAGE>
Exhibit 4.3
FIRST AMENDMENT TO REGISTRATION RIGHTS AGREEMENT
THIS FIRST AMENDMENT TO REGISTRATION RIGHTS AGREEMENT (this
"Amendment") dated as of September 15, 2000 by and among Aztec Technology
Partners, Inc., a Delaware corporation (the "Company"), Fleet National Bank
("Fleet"), as agent ("Agent") and the Banks listed on Exhibit A hereto (together
with their respective successors and assigns, the "Banks"), amends the
Registration Rights Agreement dated as of April 21, 2000 (the "Original
Agreement") by and among the Company, the Agent and the Banks.
1. AMENDMENT TO PREAMBLE. The preamble to the Original Agreement is
hereby amended by deleting the first "WHEREAS" clause and replacing it with the
following:
"WHEREAS, pursuant to a Fourth Amendment to Revolving Credit Agreement
dated as of September 15, 2000 (the "Fourth Amendment"), Fleet and the other
Banks are entitled to receive warrants and may be entitled to receive additional
warrants to purchase Common Stock of the Company (the "Warrants");"
2. AMENDMENT TO SECTION 1.2. The Original Agreement is hereby amended
by deleting Section 1.2 and replacing it with the following:
"1.2 REGISTRATION. After issuance of Warrants, as soon as is possible
using commercially reasonable efforts and in any event on or before October 1,
2000, the Company will file with the SEC a registration statement on Form S-3
(or, if Form S-3 is not then available to the Company for registration of the
Registrable Securities, on Form S-1 or any other form that is available) or an
amendment to the registration statement on Form S-3 previously filed with the
SEC to cause it to cover the Registrable Securities issued or issuable in
connection with the Fourth Amendment, with respect to the resale of all the
Registrable Securities, and shall file such additional registration statements
as may from time to time be necessary for the registration of any Registrable
Securities as may not properly be included in the initial registration
statement, and will use its commercially reasonable efforts to cause such
registration statements to become effective as soon as possible thereafter (but
not before Warrants are issued) and to remain effective until the Termination
Date. Subject to receipt of the Warrant Holder's agreement described in Section
2.1, the Company will amend or supplement such registration statements within a
reasonable time after request, as may be necessary, to include the names of any
permitted transferee of the Registrable Securities as selling stockholders. Each
holder of Registrable Securities being registered on such registration
statements shall, as a condition thereof, provide the Company with all such
information about such holder and his or its proposed method of distribution as
the Company shall reasonably request to comply with the provisions of the
Securities Act and the rules of the SEC thereunder."
3. COUNTERPARTS. This Amendment may be executed in several
counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument.
<PAGE>
4. CAPTIONS. The captions of the sections, subsections and paragraphs
of this Amendment have been added for convenience only and shall not be deemed
to be a part of this Amendment.
5. GOVERNING LAW. This Amendment shall be governed by and construed in
accordance with the laws of the State of Delaware.
6. ORIGINAL AGREEMENT. The Original Agreement, as amended by this
Amendment, remains in full force and effect.
[Remainder of this page intentionally left blank]
<PAGE>
IN WITNESS WHEREOF, the parties have executed this Amendment as of the
date first above written.
AZTEC TECHNOLOGY PARTNERS, INC.
By: /s/ Ira Cohen
-----------------------------------
Name: Ira Cohen
Title: President
FLEET NATIONAL BANK, individually
and as Agent
By: /s/ Richard E. Lynch
-----------------------------------
Name: Richard E. Lynch
Title: Vice President
CITIZENS BANK OF MASSACHUSETTS
By: /s/ James M. Ray
-----------------------------------
Name: James M. Ray
Title: Vice President
THE FUJI BANK, LIMITED
By: /s/ Masahito Fukuda
-----------------------------------
Name: Masahito Fukuda
Title: Senior Vice President and
Group Head
NATIONAL CITY BANK OF KENTUCKY
By:______________________________
Name:
Title:
<PAGE>
LASALLE BANK NATIONAL ASSOCIATION
By: /s/ John J. McGuire
-----------------------------------
Name: John J. McGuire
Title: First Vice President
PEOPLE'S BANK
By: /s/ Dante Pazzine
-----------------------------------
Name: Dante Pazzine
Title: Vice President
