Exhibit 9
FBR Letter Agreement
Friedman, Billings, Xxxxxx & Co., Inc.
0000 Xxxxxxxxxx Xxxxxx Xxxxx
Xxxxxxxxx, XX 00000
(000) 000-0000
June 30, 1999
Boss Investment LLC
c/o Apollo Management, L.P.
1301 Avenue of the Xxxxxxxx, 00xx Xxxxx
Xxx Xxxx, XX 00000
Dear Sirs:
Reference is made to the Warrant Agreement, dated as of November 25,
1997, between Consolidation Capital Corporation (currently known as Building One
Services Corporation), a Delaware corporation (the "Company") and Friedman,
Billings, Xxxxxx & Co., Inc. ("FBR"). Capitalized terms used but not defined
herein shall have the meanings ascribed to them in the Warrant Agreement.
1. FBR hereby sells, transfers, conveys and assigns to Boss Investment
LLC ("Boss Investment") and Boss Investment hereby purchases from FBR warrants
(the "Warrants") to purchase, at an exercise price of $20.00 per share,
1,030,000 shares of the Company's common stock, par value $0.001 per share
("Common Stock"), for an aggregate purchase price of $3,090,000 (the "Purchase
Price"). Simultaneously with the execution and delivery of this agreement (this
"Letter Agreement"), FBR has delivered the Warrants duly endorsed for transfer
to Boss Investment, in exchange for the Purchase Price. The parties acknowledge
that FBR has retained warrants to purchase 100,000 shares of Common Stock (the
"Retained Warrants").
2. FBR hereby transfers, conveys and assigns to Boss Investment and
Boss Investment hereby purchases from FBR all of FBR's right, title and interest
under the Warrant Agreement, excluding only the right to acquire the Retained
Warrants.
3. FBR hereby represents and warrants that it has good, valid and
marketable title to the Warrants, free and clear of any pledge, lien, security
interest or any other claim or encumbrance. FBR has not sold, transferred,
assigned, pledged, hypothecated or otherwise
disposed of, in whole or in part, any of its right, title or interest in the
Warrants or the Warrant Agreement, except for the Retained Warrants.
4. FBR represents and warrants that it has all requisite power and
authority to execute, deliver and perform its obligations under this Letter
Agreement and to consummate the transactions contemplated hereby. FBR's
execution and delivery of this Letter Agreement and the performance by FBR of
its obligations hereunder have been duly and validly authorized by all requisite
action on the part of FBR. This Letter Agreement has been duly executed and
delivered by FBR and constitutes a valid and binding obligation of FBR
enforceable against FBR in accordance with its terms
5. FBR further represents and warrants that neither the execution,
delivery or performance of this Letter Agreement by FBR nor the consummation by
FBR of the transactions contemplated thereby will constitute a violation or
breach of the terms of the Warrants or the Warrant Agreement or result in the
creation or imposition of any liens or encumbrances upon the Warrants.
6. FBR hereby acknowledges that (a) the Company regularly engages in
material transactions and there currently are transactions under consideration
by the Company that may not have yet been disclosed to FBR and (b) Boss
Investment and its affiliates may have material information concerning the
Company, including information concerning merger & acquisition activity, that
FBR does not possess.
7. FBR and Boss Investment hereby agree that this Letter Agreement
shall be governed in accordance with the laws of the State of New York and the
exclusive jurisdiction for enforcing this Letter Agreement shall be the state
courts and the federal courts of the United States located in the City of New
York. This Letter Agreement may be executed by the parties in one or more
counterparts, all of which shall be considered one and the same agreement and
shall become effective when two or more counterparts have been signed by each of
the parties and delivered to the other parties, it being understood that all
parties need not sign the same counterpart.
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If the foregoing correctly sets forth our understanding, please indicate your
acceptance thereof in the space provided below for that purpose, whereupon this
letter shall constitute an agreement binding FBR and Boss Investment.
Very truly yours,
FRIEDMAN, BILLINGS, XXXXXX
& CO., INC.
By: _____________________________
Name:
Title:
Accepted and agreed as of
the date first written above:
BOSS INVESTMENT LLC
By: ____________________________
Name:
Title:
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