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EXHIBIT 4
December 9, 1999
DDJ Capital Management, LLC
000 Xxxxxx Xxxxxx
Xxxxxxxxx, XX 00000
Re: METRETEK TECHNOLOGIES, INC.
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Ladies and Gentlemen:
Reference is made to the Securities Purchase Agreement between Metretek
Technologies, Inc. (the "Company") and the Purchasers named therein, dated the
date hereof (the "Purchase Agreement"). Capitalized terms not defined herein
have the meanings given them in the Purchase Agreement.
The parties acknowledge and agree that, in the event of a failure by the
Company to redeem the Convertible Preferred Stock in accordance with Section
A.5(a) of the Certificate of Designations, considerable harm would be caused to
the Purchasers. The parties further agree that it is their intention, on or
before December 17, 1999, to enter into an amendment to the Securities Purchase
Agreement and amend the Certificate of Designations to provide the Purchasers
with a sufficient remedy. The remedy is intended to consist of a provision for
majority representation of the Purchasers on the board of directors and interest
payment provisions economically equivalent to those contained in Section 1.6(c)
of the Purchase Agreement. If for any reason provisions for majority
representation are not made, other remedies shall be provided, including board
representation and additional interest payments. The parties will negotiate in
good faith to arrive at a mutually satisfactory solution.
The Company agrees that it is a condition to the obligation of the
Purchasers to purchase Securities at the Second Closing that a mutually
satisfactory remedy have been agreed upon pursuant hereto.
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Sincerely,
METRETEK TECHNOLOGIES, INC.
By: /s/ A. Xxxxxxx Xxxxxxx
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Name: A. Xxxxxxx Xxxxxxx
Title: Executive Vice President
Acknowledge and agreed:
DDJ CAPITAL MANAGEMENT
By: /s/ Xxxx X. Xxxxxxx
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Name: Xxxx X. Xxxxxxx
Title: Member
