EXHIBIT 4.14
WARRANT AMENDMENT
This WARRANT AMENDMENT (the "Warrant Amendment") is made and entered
into as of February 17, 1999, by and between Able Telcom Holding Corp., a
Florida corporation (the "Company") and Halifax Fund L.P., The Gleneagles Fund
Company, Palladin Overseas Fund Limited, Colonial Penn Life Insurance Company,
Palladin Securities L.L.C. and Palladin Partners I, L.P. (collectively, together
with their successors, assigns and transferees, the "Purchasers").
WHEREAS, the Company and the Purchasers have entered into that certain
Convertible Preferred Stock Purchase Agreement, dated June 26, 1998, including
all exhibits thereto (the "Purchase Agreement"), pursuant to which Common Stock
Purchase Warrants, dated June 30, 1998 for an aggregate of 625,000 shares of the
Company's common stock, par value $0.001 per share (the "Common Stock") were
issued to the Purchasers (the "Warrants"); capitalized terms used herein but not
defined herein shall have the meanings assigned thereto in the Purchase
Agreement;
WHEREAS, in consideration of the mutual promises set forth herein, the
Company and Purchasers have agreed to amend the Warrants on the terms and
conditions set forth herein.
NOW, THEREFORE, the Company and the Purchasers agree as follows:
Section 1. AMENDMENT OF THE CONVERSION PRICE. The Company and the
Purchasers hereby agree that the Conversion Price set forth in the Warrants
shall be amended to be $13.50.
Section 2. COMPANY CALL FOR REDEMPTION OF WARRANTS.
(a) The Company and the Purchasers hereby agree that on any
date on or before April 30, 1999 (a "Call Date"), in the event (i) that the
Closing Bid Price of the Company's Common Stock is above $17.00 per share for
five (5) consecutive Trading Days preceding the Call Date and (ii) there is on
the Call Date Effective Registration, which shall remain in effect for thirty
(30) days after the Call Date, then the Company shall, if the below conditions
are satisfied, be deemed to have called for the redemption of the Warrants.
(b) In the event that there is a call for the redemption of
the Warrants pursuant to Section 2(a) above, the Company will provide to the
Purchasers thirty (30) days from the date on which the condition described in
Section 2(a) is first met in which to exercise the Warrants prior to the
effectiveness of the call for redemption and the retirement of the Warrants.
(c) In the event that there is a call for redemption of the
Warrants pursuant
to this Section 2, the Company and the Purchasers hereby agree to waive, upon
the Purchasers' receipt of the notice pursuant to Section 2(b) above, the
restrictions on the Purchasers' ability to exercise the Warrants as set forth in
Section 10 of the Warrants so as to permit their immediate exercise up to the
limit referred to in this Section 2(c); provided, that Palladin's Restricted
Ownership Percentage as set forth in Section 10 of the Warrants shall be
increased from 4.9% to 9.9%, and Palladin shall not be permitted to exercise the
Warrants as provided in Section 10 thereof, to the extent that it would be the
Beneficial Owner of more than 9.9% of the Common Stock.
(d) After the period referred to in Section 2(b) hereof, the
Warrants shall, to the extent not exercised, be retired and redeemed by the
Company without any payment by the Company and shall no longer be exercisable by
the Purchasers or any other person.
(e) Effective immediately, the fourth sentence of Section 10
of the Warrants, which reads "The term 'deemed beneficially owned' as used in
this Warrant shall exclude shares that might otherwise be deemed beneficially
owned by reason of the convertibility of the Preferred Shares." shall be deleted
from Section 10.
Section 3. CONTINUING EFFECTIVENESS OF THE WARRANT. Except as expressly
provided herein, no other provision of the Warrants is amended hereby and the
Warrants shall remain in full force and effect.
Section 4. ATTACHMENT TO WARRANTS. This Warrant Amendment shall be
considered as part of the Warrants as if incorporated therein by reference as if
made part thereof.
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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to
be executed as of the day and year first above written.
HALIFAX FUND, L.P.
THE GLENEAGLES FUND COMPANY
PALLADIN OVERSEAS FUND LIMITED
COLONIAL PENN LIFE INSURANCE COMPANY
By: /s/ [ILLIGIBLE]
---------------------------------
By: The Palladin Group, L.P., as
Attorney-in-Fact and
Investment Advisor
By:
Title:
PALLADIN SECURITIES L.L.C.
By: /s/ XXXXXX XXXXXXX
---------------------------------
Name:
Title:
PALLADIN PARTNERS I, L.P.
By: /s/ XXXXXXX XXXXXX
---------------------------------
By: The Palladin Group, L.P., as
Attorney-in-Fact and
Investment Advisor
By:
Title:
Accepted and Agreed to:
ABLE TELCOM HOLDING CORP.
By: /s/ XXXXX X. XXX
--------------------------------
Xxxxx X. Xxx
Title: President & CEO
[CORPORATE SEAL]
Attest:
By: __________________________________
Name: Xxxxxxxxx Xxxxxxx
Title: Corporate Secretary
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