FIRST AMENDMENT TO REGISTRATION RIGHTS AGREEMENT
Exhibit 10.2
FIRST AMENDMENT TO REGISTRATION RIGHTS AGREEMENT
This FIRST AMENDMENT TO REGISTRATION RIGHTS AGREEMENT (this “Amendment”) is made as of the 1st day of June, 2009, by and among MasTec, Inc., a Florida corporation, Trust B under the Amended and Restated Living Trust of Xxx Xxxxxx dated February 2, 2000, a North Dakota trust, Xxxxx X. Xxxxxx, a North Dakota resident, Xxxxxx Construction 2008 Irrevocable Trust, a North Dakota trust, Xxx X. Xxxxxx, a North Dakota resident (“Xxx”), Xxx X. Xxxxxx 2008 Two-Year Irrevocable Annuity Trust, a North Dakota trust, and Xxx, as Sellers’ Representative.
RECITALS
A. The parties entered into a Registration Rights Agreement on December 16, 2008 (the “Agreement”).
B. The parties wish to amend the Agreement as set forth herein.
NOW, THEREFORE, in consideration of the premises and of the mutual covenants contained herein, the parties agree as follows:
1. Section 2.1 of the Agreement is hereby amended by deleting the first sentence of such Section and replacing it with the following:
“If the Company proposes to register (i) any of its Common Stock under the Act in connection with a primary underwritten public offering of such securities solely for cash or (ii) any of its convertible notes under the Act in connection with a primary underwritten public offering of such securities solely for cash for the purpose of repaying the Convertible Notes (each, a “Company Underwritten Public Offering”), other than registrations on Form S-8 or S-4 (or any successor forms) or registrations in connection with stock purchase plans, then the Company shall, at such time, promptly give the Sellers’ Representative written notice (a “Company Notice”) of such offering.”
2. Except as specifically amended hereby, the Agreement is and remains unmodified and in full force and effect and is hereby ratified and confirmed.
3. This Amendment may be executed in counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.
[Signature Page Follows]
IN WITNESS WHEREOF, the parties have executed this Amendment as of the date first above written.
| MASTEC, INC. | ||
| By: | /s/ Xxxxx Xxxxxxx | |
| Name: | Xxxxx Xxxxxxx | |
| Title: | Executive Vice President Mergers and Acquisitions | |
| SELLERS: | ||
| Trust B under the Amended and Restated Living Trust of Xxx Xxxxxx dated February 2, 2000 | ||
| By: | /s/ Xxx Xxxxxx | |
| Name: | Xxx Xxxxxx | |
| Its: | Trustee | |
| Xxxxxx Construction 2008 Irrevocable Trust | ||
| By: | /s/ Xxx Xxxxxx | |
| Name: | Xxx Xxxxxx | |
| Its: | Administrative Trustee | |
| By: | /s/ Xxxxx Xxxxxx | |
| Name: | Xxxxx Xxxxxx | |
| Its: | Independent Trustee | |
| /s/ Xxxxx X. Xxxxxx | ||
| Xxxxx X. Xxxxxx, an individual | ||
[Signature Page to First Amendment to Registration Rights Agreement]
| /s/ Xxx X. Xxxxxx | ||
| Xxx X. Xxxxxx, an individual | ||
| Xxx X. Xxxxxx 2008 Two-Year Irrevocable Annuity Trust | ||
| By: | /s/ Xxx Xxxxxx | |
| Name: | Xxx Xxxxxx | |
| Its: | Trustee | |
| By: | /s/ Xxxxx X. Xxxxxxxx | |
| Name: | Xxxxx X. Xxxxxxxx | |
| Its: | Independent Trustee | |
| /s/ Xxx X. Xxxxxx | ||
| Xxx X. Xxxxxx, as Sellers’ Representative | ||
[Signature Page to First Amendment to Registration Rights Agreement]
