Exhibit
10.16


 


REGISTRATION
RIGHTS AGREEMENT


 


REGISTRATION RIGHTS AGREEMENT, dated as of May 9,
2006 (this “Agreement”), by and among
SABRE COMMUNICATIONS HOLDINGS, INC., a Delaware corporation (the “Company”), CORINTHIAN SC LLC, a
Delaware limited liability company (“Corinthian”),
D.B. ZWIRN SPECIAL OPPORTUNITIES FUND, L.P., a Delaware limited partnership (“Zwirn”), and James D. Mack (“Mack”, together with Corinthian and
Zwirn, the “Holders”).


 


W I T N E S S E T
H:


 


WHEREAS,
pursuant to that certain subscription agreement, of even date herewith, among
the Company and the Holders (other than Zwirn), the Holders (other than Zwirn)
are acquiring from the Company an aggregate of 1,550,000 shares of common
stock, par value $0.01 per share (“Common
Stock”) of the Company;


 


WHEREAS,
prior to the execution and delivery of this Agreement, Corinthian acquired 10
shares of Common Stock;


 


WHEREAS, pursuant to that certain Loan and
Security Agreement of even date herewith, by and among the Company, the
financial institutions who are or thereafter become parties thereto and Zwirn,
as agent for the lenders, the Company issuing to Zwirn that certain Warrant to
Purchase Common Stock of the Company of even date herewith, pursuant to which
Zwirn may purchase up to 134,783 shares (subject to adjustment as provided
therein) of Common Stock;


 


NOW, THEREFORE, in consideration of the
foregoing, the mutual covenants and agreements contained herein and for other
good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereby agree as follows:


 


1.             Definitions.  The following terms shall have (unless
otherwise provided elsewhere in this Agreement) the following respective
meanings (such meanings being equally applicable to both the singular and
plural form of the terms defined):


 


“Affiliate” means, with respect to any
Person, any (i) officer, director, partner or holder of more than 5% of
the outstanding equity interests of such Person or (ii) other Person that
directly or indirectly controls, is controlled by, or is under common control
with such Person.  A Person will be
deemed to control another Person if such Person possesses, directly or
indirectly, the power to direct or cause the direction of the management and
policies of the “controlled” Person, whether through ownership of voting
securities, by contract, or otherwise.


 


“Agreement”
means this Registration Rights Agreement, including all amendments,
modifications and supplements and any exhibits, schedules or annexes to any of
the foregoing, and shall refer to the Agreement as the same may be in effect at
the time such reference becomes operative.


 

















 


“Commission”
means the U.S. Securities and Exchange Commission.


 


“Common
Stock” has the meaning given to it in the recitals hereto.


 


“Corinthian”
has the meaning given to it in the caption hereto.


 


“Demand Registration”
has the meaning given to it in Section 2(a).


 


“Effectiveness Period”
has the meaning given to it in Section 2(a).


 


“Exchange
Act” means the Securities Exchange Act of 1934, as amended.


 


“Form S-3”
means such form under the Securities Act as in effect on the date hereof or any
registration form under the Securities Act subsequently adopted by the
Commission that permits inclusion or incorporation of substantial information
by reference to other documents filed by the Company with the Commission.


 


“Governmental Entity”
means any federal, state, local or foreign government, political subdivision,
legislature, court, agency, department, bureau, commission or other
governmental regulatory authority, body or instrumentality, including any
industry or other non-governmental self-regulatory organizations.


 


“Holders”
has the meaning given to it in the caption hereto.


 


“Inspectors”
has the meaning given to it in Section 4(j).


 


“Mack” has
the meaning given to it in the caption hereto.


 


“NASD”
means the National Association of Securities Dealers, Inc., or any
successor corporation thereto.


 


“Person”
means an individual, corporation, partnership, limited liability company, firm,
joint venture, association, joint stock company, trust, unincorporated
organization or other entity, or any Governmental Entity or quasi-governmental
body or regulatory authority.


 


“Piggyback Holder”
has the meaning given to it in Section 3(a).


 


“Piggyback Registration”
has the meaning given to it in Section 3(a).


 


“Records”
has the meaning given to it in Section 4(j).


 


“Registrable
Securities” means, collectively, (i) the shares of Common
Stock owned by the Holders on the date hereof, (ii) any shares of Common
Stock hereafter acquired by any Holder and (iii) any shares of Common
Stock hereafter distributed to the Holders by the Company as a stock dividend
or otherwise; provided, however, that any such securities shall
cease to be Registrable Securities when (a) such securities shall have
been registered under the Securities Act, the registration statement with
respect to the sale of such securities shall have become effective under the
Securities 


 


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Act and such securities
shall have been disposed of pursuant to such effective registration statement; (b) such
securities shall have been otherwise transferred, if new certificates or other
evidence of ownership for them not bearing a legend restricting further
transfer and not subject to any stop transfer order or other restrictions on
transfer shall have been delivered by the Company and subsequent disposition of
such securities shall not require registration or qualification of such
securities under the Securities Act or any state securities law then in force;
or (c) such securities shall cease to be outstanding.


 


“Registration
Expenses” has the meaning given to it in Section 5.


 


“Requesting Holder”
has the meaning given to it in Section 2(a).


 


“Requesting Notice”
has the meaning given to it in Section 2(a).


 


“Revoking Holder”
has the meaning given to it in Section 2(c).


 


“Securities
Act” means the Securities Act of 1933, as amended.


 


“Zwirn”
has the meaning given to it in the caption hereto.


 


2.             Demand Registration Rights.


 


(a)           Right to Demand.  At any time, Corinthian may make a written
request (the “Requesting Holder”),
which request will specify the aggregate number of Registrable Securities to be
registered and the intended methods of distribution thereof (a “Request Notice”) to the Company for
registration with the Commission in accordance with the Securities Act of all
or part of the Registrable Securities then owned by the Requesting Holder (a “Demand Registration”).  The Company shall have the right to defer
such Demand Registration for a single period not to exceed ninety (90) days
(but in no event after such registration statement has become effective) if in
the reasonable, good faith determination of the Board of Directors of the
Company (written notice of which shall be provided promptly to the Requesting
Holder) the filing of a registration statement pursuant to the Demand
Registration would be seriously detrimental to the Company due to a pending or
contemplated financing, material acquisition or disposition or other material
transaction involving the Company or its subsidiaries.  The right of the Company to defer a Demand
Registration may not be exercised by the Company more than once in any twelve
(12) month period.  The Company shall not
be obligated to maintain the effectiveness of a registration statement filed
pursuant to a Demand Registration for more than (x) one hundred twenty
(120) days or (y) such shorter period when all of the Registrable
Securities covered by such registration have been sold pursuant thereto; provided,
however, that for a Demand Registration filed on a Form S-3 (or any
successor form), such registration statement shall be maintained by the Company
for the later of (x) one hundred twenty (120) days and (y) the date
on which all of the Registrable Securities covered by such registration have
been sold pursuant thereto (the “Effectiveness
Period”).  Notwithstanding
the foregoing, the Company shall not be obligated to effect more than one
Demand Registration in any 90-day period following an Effectiveness Period or
such longer period not to exceed 180 days as requested by an underwriter
pursuant to Section 7.  Upon any such request for a Demand
Registration, the Company 


 


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will
deliver any notices required by Section 3
and thereupon the Company will, subject to Section 2(f) and
3(c) hereof, use its
best efforts to effect the prompt registration under the Securities Act of:


 


(i)            the
Registrable Securities that the Company has been so requested to register by
the Requesting Holder as contained in the Request Notice, and


 


(ii)           all
other Registrable Securities that the Company has been requested to register by
the Piggyback Holders,


 


all to the extent required to permit the disposition
of the Registrable Securities so to be registered in accordance with the
intended method or methods of disposition of each seller of such Registrable
Securities.


 


(b)           Number of Demand Registration.  The Company will not be required to effect
more than three (3) registrations pursuant to this Section 2 on behalf of Corinthian;
provided, that, at any time in which the Company is eligible to
register shares of Common Stock on Form S-3 (or any successor form),
Corinthian shall have an unlimited number of demand registrations on Form S-3.  It is hereby acknowledged and agreed by the
parties that any Registrable Securities included in a registration statement on
behalf of Corinthian as a Piggyback Holder will not count as a Demand
Registration.


 


(c)           Revocation.  The Requesting Holder may, at any time prior
to the effective date of the registration statement relating to a Demand
Registration, revoke such request by providing a written notice thereof to the
Company (the “Revoking Holder”).  The Revoking Holder shall reimburse the
Company for all its expenses incurred in the preparation, filing and processing
of the registration statement.  If
pursuant to the terms of this Section 2(c),
the Revoking Holder reimburses the Company for its reasonable expenses incurred
in the preparation, filing and processing of any registration statement
requested and subsequently revoked by such Revoking Holder, the attempted
registration by such requested and subsequently revoked registration statement
shall not be deemed to be a Demand Registration.  Notwithstanding the foregoing, the Requesting
Holder may, at any time within twenty (20) days after receipt of a notice from
the Company delaying the Demand Registration, revoke such request by providing
written notice thereof to the Company and the attempted Demand Registration
shall not be deemed to be a Demand Registration, notwithstanding that such
Requesting Holder shall not reimburse the Company for any expenses incurred in
the preparation, filing and processing of any registration statement.


 


(d)           Effective Registration.  A registration will not count as a Demand
Registration and the Requesting Holder shall not be required to reimburse the
Company for its expenses incurred in the preparation, filing and processing of
any registration statement (except as provided in clause (i)(x)): (i) if
the Requesting Holder determines in its good faith judgment to withdraw the
proposed registration of any Registrable Securities requested to be registered (x) due
to marketing or regulatory reasons subject to the Requesting Holder reimbursing
the Company for its expenses in accordance with Section 2(c) above, or (y) due to a
material adverse change in the Company; (ii) if such 


 


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registration
is interfered with by any stop order, injunction or other order or requirement
of the Commission or other governmental agency or court for any reason
whatsoever and the Company fails to promptly have such stop order, injunction
or other order or requirement removed, withdrawn or resolved to the Requesting
Holder’s satisfaction; or (iii) the conditions to closing specified in the
underwriting agreement or purchase agreement entered into in connection with
the registration relating to any such demand are not satisfied.


 


(e)           Selection of Underwriters.  If any of the Registrable Securities covered
by a Demand Registration are to be sold in an underwritten offering, the
Requesting Holder will have the right to select the managing underwriter(s) to
administer the offering subject to the approval of the Company, which will not
be unreasonably withheld, conditioned or delayed.


 


(f)            Priority on Demand Registration.  If the managing underwriter or underwriters
of a Demand Registration advise the Company in writing that in its or their
opinion the number of Registrable Securities proposed to be sold in such Demand
Registration exceeds the number that can be sold, or adversely affects the
price at which the Registrable Securities are to be sold, in such offering, the
Company will include in such registration only the number of Registrable
Securities that, in the opinion of such underwriter or underwriters, can be
sold in such offering without such material adverse effect.  The Registrable Securities so included in
such Demand Registration shall be apportioned (i) first, pro  rata
among the Requesting Holder and the Piggyback Holders and (ii) second, pro
rata among any other shares of Common Stock, in each case according to
the total number of shares of Registrable Securities requested for inclusion by
such selling Holders, or in such proportions as mutually agreed among such
selling Holders.


 


3.             Company Registration.


 


(a)           Right to Piggyback on Registration
of Common Stock.  Subject to Section 3(c), if at any time or
from time to time the Company proposes to register any class of equity security
(as defined in Section 3(a)(11) of the Securities Act) of the Company
under the Securities Act in connection with a public offering of such equity
security on any form (other than Form S-4 or Form S-8 or any similar
successor forms or another form used for a purpose similar to the intended use
for such forms) (a “Piggyback Registration”),
whether for its own account or for the account of one or more stockholders of
the Company, the Company shall each such time promptly give each Holder written
notice of such determination (in any event within 10 business days after its
receipt of a Request Notice for a Demand Registration); provided, however,
that such notice of a Piggyback Registration shall be given at least thirty
(30) days prior to the anticipated effective date of such Piggyback
Registration.  Upon the written request
of any Holder (the “Piggyback Holder”)
given within ten (10) business days after the date of any such notice by
the Company, the Company shall use its best efforts to cause to be registered
under the Securities Act all of the Registrable Securities held by such Holder
that the Holder has requested to be registered; provided, however,
that if, at any time after giving written notice of its intention to register
any securities and prior to the effective 


 


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date
of the registration statement filed in connection with such registration, the
Company shall determine for any reason not to register or to delay registration
of all such securities, the Company may, at its election, give written notice
of such determination to each Piggyback Holder and (i) in the case of a
determination not to register all of such securities, shall be relieved of its
obligation to register any Registrable Securities in connection with such
registration (but not from any obligation of the Company to pay the
registration expenses in connection therewith); and (ii) in the case of a
determination to delay registering, shall be permitted to delay registering any
Registrable Securities for the same period as the delay in registering such
other securities.  No registration
effected under this Section 3
shall relieve the Company of its obligation to effect any registration upon
demand under Section 2.


 


(b)           Selection of Underwriters.  If any Piggyback Registration involves an
underwritten primary offering, the Company shall have sole discretion in the
selection of any underwriter or underwriters to manage such Piggyback
Registration.


 


(c)           Priority on Piggyback
Registrations.  In the event that the
Piggyback Registration includes an underwritten offering, the Company shall so
advise the Holders as part of the written notice given pursuant to Section 3(a) and the
registration rights provided in Section 3(a) shall
be subject to the condition that if the managing underwriter or underwriters of
a Piggyback Registration advise the Company in writing (a copy of which shall
be provided to the applicable Holders) that in its or their opinion the number
of Registrable Securities proposed to be sold in such Piggyback Registration
exceeds the number that can be sold, and would materially adversely affect the
price at which the Registrable Securities are to be sold, in such offering, the
Company (or the Holders, as the case may be) will include in such registration
only the number of Registrable Securities that, in the opinion of such
underwriter or underwriters can be sold in such offering without such material
adverse effect.  The Registrable
Securities so included in such Piggyback Registration shall be apportioned (A) in
the case of a primary registration on behalf of the Company, (i) first, to
any shares of Common Stock that the Company proposes to sell, (ii) second,
pro  rata among the other Piggyback Holders and (iii) third, pro
rata among other shares included in such Piggyback Registration, in each
case according to the total number of shares of the Registrable Securities
requested for inclusion by selling stockholders, or in such other proportions
as shall mutually be agreed to among such selling stockholders; and (B) in
the case of a Demand Registration, as provided in Section 2(f), and (C) in the case of a secondary
registration not governed by Section 2,
as set forth in this Section 3
after giving priority to the Persons for whom such registration was initiated
(which shall not be any Holder).


 


4.             Registration Procedures.  If the Company is required by the provisions
of Section 2 or 3 to use its best efforts to effect the
registration of any of its securities under the Securities Act, the Company
will, as expeditiously as possible:


 


(a)           prepare and file with the Commission a registration
statement with respect to such securities and use its best efforts to cause
such registration statement to become and remain effective for a period of time
required for the disposition of such securities by the Holders thereof, but not
to exceed the Effectiveness Period; 


 


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provided  that
the Company will, at least five (5) business days prior to filing a
registration statement or prospectus or any amendment or supplement thereto,
furnish to each Holder of Registrable Securities covered by such registration
statement copies of such registration statement or prospectus (or amendment or
supplement) as proposed to be filed (including, upon the request of such
Holder, documents to be incorporated by reference therein) which documents will
be subject to the reasonable review and comments of such Holder (and its
attorneys) during such 5-business day period and the Company will not file any
registration statement, any prospectus or any amendment or supplement thereto
(or any such documents incorporated by reference) containing any statements
with respect to such Holder to which such Holder shall reasonably object in
writing;


 


(b)           prepare and file with the Commission such amendments and
supplements to such registration statement and the prospectus used in
connection therewith as may be necessary to keep such registration statement
effective and to comply with the provisions of the Securities Act with respect
to the sale or other disposition of all securities covered by such registration
statement for a period of not less than the Effectiveness Period (but not prior
to the expiration of the time period referred to);


 


(c)           furnish, to such selling Holders such number of copies of
a summary prospectus or other prospectus, including a preliminary prospectus,
in conformity with the requirements of the Securities Act, and such other documents,
as such selling Holders may reasonably request;


 


(d)           use its best efforts to register or qualify the securities
covered by such registration statement under such other securities or “blue sky”
laws of such jurisdictions within the United States and Puerto Rico as each
Holder of Registrable Securities shall request (provided, however,
that the Company shall not be obligated to qualify as a foreign corporation to
do business under the laws of any jurisdiction in which it is not then
qualified or to file any general consent to service of process), and do such
other reasonable acts and things as may be required of it to enable such Holder
to consummate the disposition in such jurisdictions of the securities covered
by such registration statement;


 


(e)           furnish, in connection with any registration of
Registrable Securities, on the date that such Registrable Securities are
delivered to the underwriters for sale pursuant to such registration or, if
such Registrable Securities are not being sold through underwriters, on the
date that the registration statement with respect to such Registrable
Securities becomes effective, (1) an opinion, dated such date, of the
independent counsel representing the Company for the purposes of such
registration, addressed to the underwriters, if any, and if such Registrable
Securities are not being sold through underwriters, then to the Holder(s) of
Registrable Securities included in such registration statement, in customary
form and covering matters of the type customarily covered in such legal
opinions; and (2) a comfort letter, dated such date, from the independent
certified public accountants of the Company, addressed to the underwriters, if
any, and if such Registrable Securities are not being sold through
underwriters, then to 


 


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the Holder(s) of Registrable Securities
being registered and, if such accountants refuse to deliver such letter to such
Holder(s), then to the Company in a customary form and covering matters of the
type customarily covered by such comfort letters and as the underwriters or
such Holder(s) shall reasonably request. 
Such opinion of counsel shall additionally cover such other legal
matters regarding the registration in respect of which such opinion is being
given as such Holder(s) may reasonably request consistent with opinions
customarily provided in similar transactions. 
Such comfort letter from the independent certified public accountants
shall additionally cover such other financial matters (including information as
to the period ending not more than five (5) business days prior to the
date of such comfort letter) with respect to the registration in respect of
which such letter is being given as such Holders of the Registrable Securities
being so registered may reasonably request consistent with comfort letters
customarily provided in similar transactions;


 


(f)            enter into customary agreements (including an
underwriting agreement in customary form) and take such other actions as are
reasonably required in order to expedite or facilitate the disposition of such
Registrable Securities;


 


(g)           otherwise use its best efforts to comply with all
applicable rules and regulations of the Commission, and make available to
its Holders, as soon as reasonably practicable, but not later than eighteen
(18) months after the effective date of the registration statement, an earnings
statement covering the period of at least twelve (12) months beginning with the
first full month after the effective date of such registration statement, which
earnings statements shall satisfy the provisions of Section 11(a) of
the Securities Act;


 


(h)           after the filing of the registration statement, promptly
notify each Holder of Registrable Securities covered thereby of the
effectiveness of the registration statement and of any stop order issued or
threatened by the Commission (or any successor commission or agency having
similar powers) and promptly notify each such Holder of the lifting or
withdrawal of any such order;


 


(i)            immediately notify each Holder of Registrable Securities
covered by the registration statement at any time when a prospectus relating to
the registration is required to be delivered under the Securities Act, upon
discovery that, or upon the happening of any event of which it has knowledge as
a result of which, the prospectus included in such registration statement, as
then in effect, includes an untrue statement of a material fact or omits to
state any material fact required to be stated therein or necessary to make the
statements therein not misleading in the light of the circumstances under which
they were made and, as promptly as practicable thereafter, prepare and file
with the Commission and furnish a supplement or amendment to such prospectus so
that, as thereafter delivered to the investors of such securities, such
prospectus will not contain any untrue statement of a material fact or omit to
state a material fact necessary to make the statements therein, in light of the
circumstances under which they were made, not misleading;


 


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(j)            make available for inspection by any Holder of
Registrable Securities covered by the registration statement, any underwriter
participating in any disposition pursuant to such registration statement and
any attorney, accountant or other professional retained by any such Holder or
underwriter (collectively, the “Inspectors”), all
financial and other records, pertinent corporate documents and properties of
the Company (collectively, the “Records”) as shall be
reasonably necessary to enable them to exercise their due diligence
responsibility, and shall cause the Company’s officers, directors and employees
to supply all information reasonably requested by any Inspectors and cause the
senior management of the Company and its subsidiaries to participate in any “road
show” presentations to investors, in each case in connection with such
registration statement.  Each such Holder
agrees that information obtained by it as a result of such inspections shall be
deemed confidential and shall not be used by it as the basis for any market
transactions in the securities of the Company or its Affiliates unless and
until such information is made generally available to the public.  Each such Holder further agrees that it will,
upon learning that disclosure of such Records is sought in a court of competent
jurisdiction, give notice to the Company and allow the Company, at its expense,
to undertake appropriate action to prevent disclosure of the Records deemed
confidential;


 


(k)           use its reasonable best efforts to list all Registrable
Securities covered by such registration on any securities exchange or quotation
system on which any of the Registrable Securities are then listed or traded (or
if not yet listed or traded on any exchange or quotation system, cause such
Registrable Securities to be so listed or traded; and


 


(l)            provide a transfer agent and
registrar for all such Registrable Securities not later than the effective date
of the registration statement.


 


It shall be a condition precedent to the
obligation of the Company to take any action pursuant to this Agreement in
respect of the securities that are to be registered at the request of any
Holder that (i) such Holder shall furnish to the Company such information
regarding itself, the securities held by such Holder and in the case of a
Demand Registration the intended method of disposition thereof as the Company
shall reasonably request and as shall be required under the Securities Act in
connection with the action taken by the Company and (ii) that such Holder
shall deliver and perform under such underwriting and selling shareholder
agreements as may be reasonably requested by the underwriters.


 


5.             Expenses.  All expenses incurred in complying with this
Agreement, including, without limitation, all registration and filing fees
(including all expenses incident to filing with the NASD and listing the
Registrable Securities on a securities exchange), printing expenses, fees and
disbursements of counsel for the Company, fees and expenses of any special
experts retained by the Company in connection with such registration, customary
fees and expenses for independent certified public accountants retained by the
Company (including the fees and expenses relating to the delivery of any
comfort letter or any special audits incident to or required by any such
registration), expenses of complying with the securities or “blue sky” laws of
any 


 


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jurisdictions pursuant to Section 4(d) (including the
fees and expenses of local counsel), and the fees and expenses of counsel for
the Holders) (collectively, “Registration
Expenses”) shall be
paid promptly by the Company, except that the Company shall not be liable for
any fees, discounts or commissions to any underwriter in respect of the
securities sold by the Holders.


 


6.             Indemnification and Contribution.


 


(a)           In the event of any registration of any Registrable
Securities under the Securities Act pursuant to this Agreement, the Company
shall indemnify and hold harmless the Holder, such Holder’s members, partners,
directors and officers, and each other Person (including each underwriter) who
participated in the offering of such Registrable Securities and each other
Person, if any, who controls such Holder or such participating Person within
the meaning of the Securities Act, against any losses, claims, damages or
liabilities, joint or several, to which such Holder or any such member,
partner, director or officer or participating Person or controlling Person may
become subject under the Securities Act or any other statute or at common law,
insofar as such losses, claims, damages or liabilities (or actions in respect
thereof) arise out of or are based upon (i) any alleged untrue statement
of any material fact contained in any registration statement under which such
securities were registered under the Securities Act, any preliminary prospectus
or final prospectus contained therein, or any amendment or supplement thereto,
or (ii) any alleged omission to state therein a material fact required to
be stated therein or necessary to make the statements therein not misleading,
and shall reimburse such Holder or such member, partner, director, officer or
participating Person or controlling Person for any legal or any other expenses
reasonably incurred by such Holder or such member, partner, director, officer
or participating Person or controlling Person in connection with investigating
or defending any such loss, claim, damage, liability or action; provided,
however, that the Company shall not be liable in any such case to the
extent that any such loss, claim, damage or liability arises out of or is based
upon any alleged untrue statement or alleged omission made in such registration
statement, preliminary prospectus, prospectus or amendment or supplement in
reliance upon and in conformity with written information furnished to the
Company by such Holder expressly for use therein.  Such indemnity shall remain in full force and
effect regardless of any investigation made by or on behalf of such Holder or
such member, director, officer or participating Person or controlling Person,
and shall survive the transfer of such securities by such Holder.


 


(b)           In the event of any registration of any Registrable
Securities under the Securities Act pursuant to this Agreement, each selling
Holder severally and not jointly shall indemnify and hold harmless the Company,
its directors and officers, and each other Person (including each underwriter)
who participated in the offering of such Registrable Securities and each other
Person, if any, who controls the Company or such participating Person within
the meaning of the Securities Act, against any losses, claims, damages or
liabilities, joint or several, to which the Company or any such director or
officer or participating Person or controlling Person may become subject under
the Securities Act or any other statute or at common law, insofar as such
losses, claims, damages or liabilities (or actions in respect thereof) arise
out of or are based upon


 


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any alleged untrue statement of any material
fact contained in any registration statement under which such securities were
registered under the Securities Act, any preliminary prospectus or final
prospectus contained therein, or any amendment or supplement thereto, where
such statement is in conformity with written information provided by such
Holder expressly for use therein, and shall reimburse the Company or such
director, officer or participating Person or controlling Person for any legal
or any other expenses reasonably incurred by the Company or such director,
officer or participating Person or controlling Person in connection with
investigating or defending any such loss, claim, damage, liability or action; provided,
however, that such Holder shall not be liable for any amounts in excess
of the net proceeds received by such Holder for the sale of its Registrable
Securities.  Such indemnity shall remain
in full force and effect regardless of any investigation made by or on behalf
of the Company or such director, officer or participating Person or controlling
Person, and shall survive the transfer of such securities by such Holder.


 


(c)           If the indemnification
provided for in this Section 6
is unavailable to an indemnified party hereunder in respect of any losses,
claims, damages, liabilities or expenses referred to therein, then the
indemnifying party, in lieu of indemnifying such indemnified party, shall
contribute to the amount paid or payable by such indemnified party as a result
of such losses, claims, damages, liabilities or expenses in such proportion as
is appropriate to reflect the relative fault of the indemnifying party and
indemnified parties in connection with the actions which resulted in such
losses, claims, damages, liabilities or expenses, as well as any other relevant
equitable considerations.  The relative
fault of such indemnifying party and indemnified parties shall be determined by
reference to, among other things, whether any action in question, including any
untrue or alleged untrue statement of a material fact or omission or alleged
omission to state a material fact, has been made by, or relates to information
supplied by, such indemnifying party or indemnified parties, and the parties’
relative intent, knowledge, access to information and opportunity to correct or
prevent such action.  The amount paid or
payable by a party as a result of the losses, claims, damages, liabilities and
expenses referred to above shall be deemed to include any legal or other fees
or expenses reasonably incurred by such party in connection with any
investigation or proceeding.


 


The parties hereto agree that it would not be
just and equitable if contribution pursuant to this Section 6(c) were
determined by pro rata allocation or by any other method of allocation that
does not take account of the equitable considerations referred to in the
immediately preceding paragraph.  No
Person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of
the Securities Act) shall be entitled to contribution from any Person who was
not also guilty of such fraudulent misrepresentation.  Each Holder’s obligation to contribute
pursuant to this Section 6
is several in the proportion that the proceeds of the offering received by such
Holder bear to the total proceeds of the offering received by all such Holders
and not joint.


 


7.             Market Stand-Off Agreement.  (a) If requested by an underwriter of
securities of the Company, each Holder shall not sell or otherwise transfer or
dispose 


 


11

















 


of any securities held by such
Holder during the one hundred eighty (180) day period following the effective
date of a registration statement.


 


(b)           If requested by an
underwriter of securities of the Company, the Company shall not issue or
otherwise sell, transfer or dispose of any securities of the Company during the
180-day period following the effective date of a registration statement.


 


8.             Reports Under the Exchange Act.  With a view to
making available the benefits of certain rules and regulations of the
Commission that may at any time permit the sale of securities of the Company to
the public without registration after such times as a public market exists for
the equity securities of the Company, the Company agrees to:


 


(a)           make and keep public
information available in accordance with Rule 144 promulgated under the
Securities Act at all times after the effective date of the first registration
under the Securities Act filed by the Company for an offering of its securities
to the general public;


 


(b)           take such action, including
the voluntary registration of its Common Stock under Section 12 of the
Exchange Act, as is necessary to enable the Holders to utilize Form S-3
(or any successor form) for the sale of their Registrable Securities, such
action to be taken as soon as practicable after the end of the fiscal year in
which the first registration statement filed by the Company for the offering of
its equity securities to the general public is declared effective;


 


(c)           file with the Commission in
a timely manner all reports and other documents required of the Company under
the Securities Act and the Exchange Act (at any time after the Company has
become subject to such reporting requirements); and


 


(d)           furnish to any Holder, so
long as such Holder owns any Registrable Securities, forthwith upon request (i) a
written statement by the Company as to its compliance with the reporting
requirements of Rule 144 (at any time after 180 days after the effective
date of the first registration statement filed by the Company for an offering
of its equity securities to the general public) and of the Securities Act and
the Exchange Act (at any time after the Company has become subject to such
reporting requirements); (ii) a copy of the most recent annual or
quarterly report of the Company; and (iii) such other reports and
documents of the Company as such Holder may reasonably request in availing
itself of any rule or regulation of the Commission allowing such Holder to
sell any such securities without registration.


 


9.             Miscellaneous.


 


(a)           Remedies.  The Company acknowledges and agrees that in
the event of any breach of this Agreement, the Holders would be irreparably
harmed and could not be made whole by monetary damages.  It is accordingly agreed that the Company
shall waive the defense in any action for specific performance that a remedy at
law would be adequate and that the Holders, in addition to any other remedy to
which 


 


12

















 


they may be entitled at law or in equity,
shall be entitled to compel specific performance of this Agreement.


 


(b)           Amendments and Waivers.  This Agreement may not be amended,
terminated, modified or supplemented, and no waivers of or consents to
departures from the provisions hereof may be given unless approved by Holders
owning at least a majority of the Registrable Securities.


 


(c)           Notices.  All notices and other communications
hereunder (each, a “Notice”)
shall be (i) delivered by hand; (ii) sent by nationally recognized
overnight courier; (iii) mailed by first-class certified or registered
United States mail, postage-prepaid and return receipt requested, or (iv) sent
by facsimile transmission (with a confirmed receipt thereof), in each case to
the address of the party to receive such notice or other communication set
forth below, or at such other address as any party hereto may from time to time
advise the other parties in a Notice pursuant to this Section 9(c):


 


(i)            If to the Company, to it at:


 


Sabre
Communications Holdings, Inc.

c/o Corinthian Equity Fund, L.P.

153 East 53rd Street, 59th Floor

New York, New York 10022

Attention:  Mr. Peter Van Raalte


Fax:  (212) 920-2399


 


With
a copy to:


 


Proskauer
Rose, LLP

1585 Broadway

New York, New York 10036

Attention:  James D. Meade, Esq.

Fax:  (212) 969-2900


 


(ii)           If to Corinthian, to it at:


 


Corinthian
SC LLC


c/o
Corinthian Equity Fund, L.P.

153 East 53rd Street, 59th Floor

New York, New York 10022

Attention:  Mr. Peter Van Raalte


Fax:  (212) 920-2399


 


With
a copy to:


 


Proskauer
Rose, LLP

1585 Broadway

New York, New York 10036


 


13

















 


Attention: 
James D. Meade, Esq.


Fax: 
(212) 969-2900


 


(iii)          If to Mack, to him at:


 


248 Shadow Valley Bend


Dakota Dunes, South Dakota 57049


Fax:  (215)
997-2310


 


With a copy to:


 


Hagen, Wilka & Archer, P.C.

600 South Main Avenue, Suite 102

Sioux Falls, SD 57104

Attention: John F. Archer, Esq.

Fax:  (605) 334-4814


 


(iv)          If to any other Holder to it
at its address as it appears in the records of the Company.


 


(d)           Successors and Assigns.  This Agreement shall inure to the benefit of
and be binding upon the successors and permitted assigns of each of the parties
hereto.  This Agreement may not be
assigned by any party without the prior written consent of the other parties
hereto; provided  that Corinthian may assign to a transferee any
of its rights hereunder, without the consent of any party, of not less than
five percent (5%) of the Common Stock owned by Corinthian (determined on an
as-converted basis) immediately after the date hereof; provided  further
that each Holder (other than Corinthian) may assign to a Permitted Transferee
(as defined in that certain Stockholders Agreement of even date herewith, among
the Company and the Holders) any of its rights hereunder, without the consent
of any party, of all of the Common Stock owned by such Holder immediately after
the date hereof.


 


(e)           Third Party Beneficiaries.  Nothing in this Agreement, express or
implied, is intended to confer on any Person other than the parties hereto and
their respective successors and permitted assigns, any rights or remedies,
obligations or liabilities under or by reason of this Agreement.


 


(f)            No Inconsistent Agreements.  The Company will not hereafter enter into any
agreement with respect to its securities that is inconsistent with or grant
rights superior to or pari  passu to the rights granted to the
Holders in this Agreement.


 


(g)           Headings.  The headings and subheadings in this
Agreement are for convenience of reference only and shall not limit or
otherwise affect the meaning hereof.


 


(h)           Governing Law and Submission
to Jurisdiction.  This
Agreement shall be governed by, construed and enforced in accordance with the
internal 


 


14

















 


laws of the State of New
York (without regard to principles of conflict of laws).  Each of the parties hereto hereby consents to
the exclusive jurisdiction of the United States District Court for the District
of Delaware and the Chancery Court of the State of Delaware (and of the
appropriate appellate courts therefrom) over any suit, action or proceeding
arising out of or relating to this Agreement. 
Each party hereto irrevocably waives, to the fullest extent permitted by
law, any objection which it may now or hereafter have to the laying of venue in
any such court or that any such proceeding which is brought in accordance with
this Section 9(h) has
been brought in an inconvenient forum. 
Subject to applicable law, process in any such proceeding may be served
on any party anywhere in the world, whether within or without the jurisdiction
of any such court.  Without limiting the
foregoing and subject to applicable law, each party agrees that service of
process on such party as provided in Section 9(c) shall
be deemed effective service of process on such party.  Nothing herein shall affect the right of any
party to serve legal process in any other manner permitted by law or at equity
or to enforce in any lawful manner a judgment obtained in one jurisdiction in
any other jurisdiction.  WITH RESPECT TO
ANY ACTION, PROCEEDING OR COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS
AGREEMENT, EACH OF THE PARTIES IRREVOCABLY WAIVES AND RELEASES TO THE OTHER ITS
RIGHT TO A TRIAL BY JURY, AND AGREES THAT IT WILL NOT SEEK A TRIAL BY JURY IN ANY
SUCH ACTION, PROCEEDING OR COUNTERCLAIM.


 


(i)            Severability.  The invalidity or unenforceability of any
provision of this Agreement in any jurisdiction shall not affect the validity,
legality or enforceability of the remainder of this Agreement in such jurisdiction
or the validity, legality or enforceability of this Agreement, including any
such provision, in any other jurisdiction, it being intended that all rights
and obligations of the parties hereunder shall be enforceable to the fullest
extent permitted by law.


 


(j)            Entire Agreement.  This Agreement contains the entire
understanding of the parties with respect to the subject matter contained
herein, and supersedes all prior arrangements or understandings, both oral and
written, with respect thereto.


 


(k)   Counterparts.  This Agreement may be executed in two or more
counterparts (including by facsimile transmission) each of which shall be
deemed an original but all of which shall constitute one and the same
Agreement.


 


[Signature pages follow.]


 


15

















 


IN WITNESS
WHEREOF, the parties hereto have executed this Registration Rights Agreement as
of the date first above written.


 


	
   

  	
  SABRE COMMUNICATIONS HOLDINGS, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /S/ JAMES MACK

  
	
   

  	
   

  	
  Name:

  	
  JAMES MACK

  
	
   

  	
   

  	
  Title:

  	
  PRESIDENT

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  CORINTHIAN SC, LLC

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /S/ PETER YAN RAALTE

  
	
   

  	
   

  	
  Name:

  	
  PETER YAN RAALTE

  
	
   

  	
   

  	
  Title:

  	
  MANAGER

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  D.B. ZWIRN SPECIAL OPPORTUNITIES FUND, L.P.

  
	
   

  	
   

  	
  By:  D.B. Zwirn Partners, LLC,
  its general partner

  
	
   

  	
   

  	
  By:  Zwirn Holdings, LLC, its
  managing partner

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  [ILLEGIBLE]

  
	
   

  	
   

  	
  Name:

  	
   

  
	
   

  	
   

  	
  Title:

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  /s/ James D. Mack

  
	
   

  	
  James D. Mack