First Amendment to Registration Rights Agreement among Aztec Technology Partners, Inc., Fleet National Bank, and Other Banks

Summary

This amendment updates the Registration Rights Agreement between Aztec Technology Partners, Inc., Fleet National Bank (as agent), and several other banks. It revises the terms regarding the registration of warrants related to a credit agreement, requiring Aztec to file registration statements with the SEC for the resale of securities by October 1, 2000, and to keep these registrations effective until a specified termination date. The amendment also clarifies procedures for including new holders and affirms that the original agreement remains in effect as amended.

EX-4.3 2 a2029380zex-4_3.txt EX-4.3 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. 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] 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: 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