Exhibit 10.17


 


AMENDMENT TO REGISTRATION
RIGHTS AGREEMENT


 


This AMENDMENT TO REGISTRATION RIGHTS
AGREEMENT (this “Amendment”),
dated as of April 27, 2010, effective as of September 12, 2007 (the “Effective Date”), by and among SABRE
INDUSTRIES, INC., a Delaware corporation (the “Company”),
CORINTHIAN SC LLC, a Delaware limited liability company (“Corinthian”),
ZM PRIVATE EQUITY FUND I, L.P., a Delaware limited partnership (“ZM I”), ZM PRIVATE EQUITY FUND II,
L.P. (together with ZM I, the “ZM Funds”),
and James D. Mack (“Mack”,
together with Corinthian and the ZM Funds, the “Holders”).


 


W I T N E S S E T
H:


 


WHEREAS, Sabre Communications Holdings, Inc.,
a Delaware corporation (“Holdings”),
and the Holders are party to a Registration Rights Agreement dated as of May 9,
2006 (the “Registration Rights Agreement”);


 


WHEREAS, pursuant to the terms of a
Securities Exchange Agreement dated as of June 8, 2007, effective as of September 12,
2007, the Company issued shares of common stock of the Company, par value $0.01
per share (“SII Common Stock”), and
warrants to purchase shares of SII Common Stock, to each of the Holders in
exchange for a corresponding number of shares of common stock of Holdings and
warrants to purchase shares of common stock of Holdings held by each such
Holder (the “Exchange”);


 


WHEREAS, it is the intent of the parties that
the terms and conditions of the Registration Rights Agreement continue in full
force and effect with respect to the SII Common Stock to the same extent such
terms and conditions applied to the common stock of Holdings prior to the
consummation of the Exchange; and


 


WHEREAS, in order to effectuate the
foregoing, the Holders desire to amend the Registration Rights Agreement in
accordance with Section 9(b) thereof.


 


NOW, THEREFORE, in consideration of the foregoing,
for good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, the parties hereby agree as follows:


 


1.             Amendment.  Effective as of the Effective Date, (i) each
reference in the Registration Rights Agreement to Sabre Industries Holdings, Inc.
and the “Company” shall be deemed to refer to Sabre Industries, Inc., a
Delaware corporation, (ii) all references to “Common Stock” shall be
deemed to refer to the common stock of Sabre Industries, Inc., par value
$0.01 per share, and (iii) Sabre Industries Holdings, Inc. shall be
removed as a party to the Registration Rights Agreement, and shall have no
rights or obligations thereunder.


 


2.             Effect of Amendment.  Except as expressly modified by this
Amendment, the terms and provisions of the Registration Rights Agreement shall
remain in full force and effect.


 

















 


3.             Entire Agreement.  This Amendment contains the entire
understanding of the parties with respect to the subject matter contained
herein, and, except for the Registration Rights Agreement (as amended hereby),
supersedes all prior arrangements or understandings, both oral and written,
with respect thereto.


 


4.             Governing Law.  This Amendment shall be governed by,
construed and enforced in accordance with the internal laws of the State of New
York (without regard to principles of conflict of laws).


 


5.             Counterparts.  This Amendment may be executed in one or more
counterparts, each of which shall be deemed an original and all of which, taken
together, shall constitute one and the same instrument.  Original signatures hereto may be delivered
by facsimile or portable data format (PDF) which shall be deemed originals.


 


[Signature Page Follows]


 


2

















 


IN WITNESS WHEREOF, the
parties hereto have duly executed and delivered this Amendment to Registration
Rights Agreement as of the date first set forth above.


 


 


	
   

  	
  SABRE INDUSTRIES, INC.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ James D. Mack

  
	
   

  	
   

  	
  Name:

  	
  James D. Mack

  
	
   

  	
   

  	
  Title:

  	
  President and Chief
  Executive Officer

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  CORINTHIAN SC LLC

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Peter Van Raalte

  
	
   

  	
   

  	
  Name:

  	
  Peter Van Raalte

  
	
   

  	
   

  	
  Title:

  	
  Manager

  
	
   

  	
   

  	
   

  
	
   

  	
  ZM PRIVATE EQUITY FUND I,
  L.P.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Quinn Morgan

  
	
   

  	
   

  	
  Name:

  	
  Quinn Morgan

  
	
   

  	
   

  	
  Title:

  	
  Authorized Signatory

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  ZM PRIVATE EQUITY FUND II,
  L.P.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Quinn Morgan

  
	
   

  	
   

  	
  Name:

  	
  Quinn Morgan

  
	
   

  	
   

  	
  Title:

  	
  Authorized Signatory

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  /s/ James D. Mack

  
	
   

  	
  James D. Mack

  



 


Signature
Page to Amendment to Registration Rights Agreement