<PAGE>
EXHIBIT 6
FIRST AMENDMENT TO REGISTRATION RIGHTS AGREEMENT
THIS FIRST AMENDMENT TO REGISTRATION RIGHTS AGREEMENT (the "Amendment"),
dated as of June __, 2000, is made and entered into among INTERDENT, INC.
(the "Company"), the Requisite Holders and Levine Leichtman Capital Partners
II, L.P. ("Levine").
WHEREAS, the Company has entered into a Registration Rights Agreement
dated as of March 11, 1999 (the "REGISTRATION RIGHTS AGREEMENT"), pursuant to
which the Holders received registration rights with respect to certain
securities of the Company owned by the Holders; and
WHEREAS, Levine desires to become a party to the Registration Rights
Agreement, as amended hereby.
NOW, THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties agree as follows:
1. Capitalized terms used but not otherwise defined herein shall have the
meanings ascribed to such terms in the Registration Rights Agreement.
2. Pursuant to Section 19 thereof, the Registration Rights Agreement is
hereby amended as follows:
(a) For all purposes of the Registration Rights Agreement, Levine shall
be considered a Holder and entitled to all rights and subject to all
obligations under the Registration Rights Agreement, as amended pursuant to
this Amendment.
(b) SCHEDULE I to the Registration Rights Agreement is hereby amended
to add at the end thereof, the following text:
Levine Leichtman Capital Partners II, L.P.
c/o Levine Leichtman Capital Partners, Inc.
335 North Maple Drive, Suite 240
Beverly Hills, CA 90210
Attention: Arthur E. Levine, President
Telephone: (310) 275-5335
Telecopier: (310) 275-1441
(c) Section 2(b)(ii) is hereby amended and restated to read in its
entirety as follows:
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"(ii) the Company may delay the filing or effectiveness of any
Registration Statement for a period of up to 90 days (plus an additional 30
days if approved by a majority of the Board of Directors) after the date of a
request for registration pursuant to Section 2(a) if at the time of such
request or prior to the effectiveness of such Registration Statement the
Company is engaged in a Material Transaction; PROVIDED, however, that the
Company may not delay the filing or effectiveness of any Registration
Statement pursuant to this Section 2(b)(ii) more than (x) two (2) times in
any 360 consecutive day period, (y) 120 days in any 180 consecutive day
period or (z) 180 days in any 360 consecutive day period; and"
3. All other provisions of the Registration Rights Agreement shall remain
in full force and effect.
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IN WITNESS WHEREOF, the parties have executed and delivered this First
Amendment to Registration Rights Agreement as of the day and year first above
written.
INTERDENT, INC.
By:__________________
Michael T. Fiore
Co-Chairman of the Board
and Chief Executive Officer
LEVINE LEICHTMAN CAPITAL PARTNERS,
INC., a California corporation
On behalf of LEVINE LEICHTMAN CAPITAL
PARTNERS II, L.P., a California
limited partnership
By:__________________________
Lauren B. Leichtman
Chief Executive Officer
REQUISITE HOLDERS:
CB CAPITAL INVESTORS, LLC.
By: Chase Capital Partners,
its Investment Manager
By: ______________________________
Name: ______________________________
Title: ______________________________
SPROUT CAPITAL VII, L.P.
By: DLJ Capital Corp.,
its Managing General Partner
By: ______________________________
Robert Finzi
Attorney in Fact
[Continued Next Page]
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SPROUT GROWTH II, L.P.
By: DLJ Capital Corp.,
its Managing General Partner
By: ______________________________
Robert Finzi
Attorney in Fact
THE SPROUT CEO FUND, L.P.
By: DLJ Capital Corp.,
its General Partner
By: ______________________________
Robert Finzi
Attorney in Fact
DLJ CAPITAL CORP.
By: ______________________________
Robert Finzi
Attorney in Fact
DLJ FIRST ESC L.L.C.
By: DLJ LBO Plans Management
Corporation, its Manager
By: ______________________________
Robert Finzi
Attorney in Fact
SRM '93 Children's Trust
By: ______________________________
Name: ______________________________
Title: ______________________________
[Continued Next Page]
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_____________________________________
Michael T. Fiore
_____________________________________
Dr. Steven R. Matzkin
_____________________________________
L. Theodore Van Eerden
_____________________________________
Norman R. Huffaker
_____________________________________
Randy Henry
_____________________________________
Grant M. Sadler
_____________________________________
David P. Nichols
_____________________________________
Mitchell B. Olan
_____________________________________
Robert Finzi
_____________________________________
Eric Green
_____________________________________
Paul H. Keckley
_____________________________________
H. Wayne Posey
_____________________________________
Robert F. Raucci
_____________________________________
Curtis Lee Smith, Jr.
