-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, LRjCQFhuA0obirBgWweXyt/rzAWIKYIyAdjnts9g+w0kzs49ycCa3xMN37VVF6DK HWEeh13vP/W+scVhBMgV8g== 0000950130-99-003934.txt : 19990709 0000950130-99-003934.hdr.sgml : 19990709 ACCESSION NUMBER: 0000950130-99-003934 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 5 FILED AS OF DATE: 19990708 GROUP MEMBERS: APOLLO ADVISORS IV, L.P. GROUP MEMBERS: APOLLO INVESTMENT FUND IV, L.P. GROUP MEMBERS: APOLLO OVERSEAS PARTNERS IV, L.P. GROUP MEMBERS: BOSS INVESTMENT LLC SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: BUILDING ONE SERVICES CORP CENTRAL INDEX KEY: 0001046304 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-TO DWELLINGS & OTHER BUILDINGS [7340] IRS NUMBER: 522054952 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: SEC FILE NUMBER: 005-52963 FILM NUMBER: 99661059 BUSINESS ADDRESS: STREET 1: 800 CONNECTICUT AVENUE N W STREET 2: STE 1111 CITY: WASHINGTON STATE: DC ZIP: 20006 BUSINESS PHONE: 2022616000 MAIL ADDRESS: STREET 1: 800 CONNECTICUT AVENUE N W STREET 2: STE 1111 CITY: WASHINGTON STATE: DC ZIP: 20006 FORMER COMPANY: FORMER CONFORMED NAME: CONSOLIDATION CAPITAL CORP DATE OF NAME CHANGE: 19970917 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: BOSS INVESTMENT LLC CENTRAL INDEX KEY: 0001076126 STANDARD INDUSTRIAL CLASSIFICATION: [] STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: APOLLO MANAGEMENT L P STREET 2: 1301 AVENUE OF THE AMERICAS 38TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10019 BUSINESS PHONE: 2122614000 SC 13D/A 1 AMENDMENT NO. 1 TO SCHEDULE 13D UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 1) Building One Services Corporation - ------------------------------------------------------------------------------- (Name of Issuer) Common Stock, Par Value $.001 - ------------------------------------------------------------------------------- (Title of Class of Securities) 120114103 - ------------------------------------------------------------------------------- (CUSIP Number) Mr. Andrew Africk Boss Investment LLC c/o Apollo Management, L.P. 1301 Avenue of the Americas, 38th Floor New York, NY 10019 (212) 261-4000 with copies to: Michael D. Weiner, Esq. John J. Suydam, Esq. Apollo Management, L.P. O'Sullivan Graev & Karabell, LLP 1999 Avenue of the Stars, Suite 1900 30 Rockefeller Plaza, 24th Floor Los Angeles, CA 90067 New York, NY 10012 (310) 201-4100 (212) 408-2400 - ------------------------------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) June 30, 1999 - ------------------------------------------------------------------------------- (Date of Event which Requires Filing of this Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of (S)(S)240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. [_] Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See (S)240.13d-7 for other parties to whom copies of this statement are to be sent. *The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Convertible Notes). Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. - ----------------------- CUSIP NO. 120114103 - ----------------------- - ------------------------------------------------------------------------------ NAME OF REPORTING PERSON 1 S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) Boss Investment LLC* - ------------------------------------------------------------------------------ CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* 2 (a) [X] (b) [_] - ------------------------------------------------------------------------------ SEC USE ONLY 3 - ------------------------------------------------------------------------------ SOURCE OF FUNDS (See Instructions) 4 OO - ------------------------------------------------------------------------------ CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [_] 5 - ------------------------------------------------------------------------------ CITIZENSHIP OR PLACE OF ORGANIZATION 6 - ------------------------------------------------------------------------------ SOLE VOTING POWER 7 NUMBER OF 5,474,444 shares of Common Stock SHARES ----------------------------------------------------------- SHARED VOTING POWER BENEFICIALLY 8 -0- OWNED BY ----------------------------------------------------------- EACH SOLE DISPOSITIVE POWER 9 REPORTING 5,474,444 shares of Common Stock PERSON ----------------------------------------------------------- SHARED DISPOSITIVE POWER WITH 10 -0- - ------------------------------------------------------------------------------ AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 11 5,474,444 shares of Common Stock - ------------------------------------------------------------------------------ CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES 12 (See Instructions) [_] - ------------------------------------------------------------------------------ PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 13 19.9% - ------------------------------------------------------------------------------ TYPE OF REPORTING PERSON (See Instructions) 14 OO - ------------------------------------------------------------------------------ 2 - ----------------------- CUSIP NO. 120114103 - ----------------------- - ------------------------------------------------------------------------------ NAME OF REPORTING PERSON 1 S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) Apollo Investment Fund IV, L.P.* - ------------------------------------------------------------------------------ CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* 2 (a) [X] (b) [_] - ------------------------------------------------------------------------------ SEC USE ONLY 3 - ------------------------------------------------------------------------------ SOURCE OF FUNDS (See Instructions) 4 OO - ------------------------------------------------------------------------------ CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [_] 5 - ------------------------------------------------------------------------------ CITIZENSHIP OR PLACE OF ORGANIZATION 6 - ------------------------------------------------------------------------------ SOLE VOTING POWER 7 NUMBER OF 5,195,795 shares of Common Stock** SHARES ----------------------------------------------------------- SHARED VOTING POWER BENEFICIALLY 8 5,474,444 shares of Common Stock** OWNED BY ----------------------------------------------------------- EACH SOLE DISPOSITIVE POWER 9 REPORTING 5,195,795 shares of Common Stock** PERSON ----------------------------------------------------------- SHARED DISPOSITIVE POWER WITH 10 5,474,444 shares of Common Stock** - ------------------------------------------------------------------------------ AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 11 5,474,444 shares of Common Stock** - ------------------------------------------------------------------------------ CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES 12 (See Instructions) [_] - ------------------------------------------------------------------------------ PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 13 19.9% - ------------------------------------------------------------------------------ TYPE OF REPORTING PERSON (See Instructions) 14 PN - ------------------------------------------------------------------------------ 3 - ----------------------- CUSIP NO. 120114103 - ----------------------- - ------------------------------------------------------------------------------ NAME OF REPORTING PERSON 1 S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) Apollo Overseas Partners IV, L.P. - ------------------------------------------------------------------------------ CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) 2 (a) [X] (b) [_] - ------------------------------------------------------------------------------ SEC USE ONLY 3 - ------------------------------------------------------------------------------ SOURCE OF FUNDS (See Instructions) 4 OO - ------------------------------------------------------------------------------ CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [_] 5 - ------------------------------------------------------------------------------ CITIZENSHIP OR PLACE OF ORGANIZATION 6 - ------------------------------------------------------------------------------ SOLE VOTING POWER 7 NUMBER OF 278,649 shares of Common Stock** SHARES ----------------------------------------------------------- SHARED VOTING POWER BENEFICIALLY 8 5,474,444 shares of Common Stock** OWNED BY ----------------------------------------------------------- EACH SOLE DISPOSITIVE POWER 9 REPORTING 278,649 shares of Common Stock** PERSON ----------------------------------------------------------- SHARED DISPOSITIVE POWER WITH 10 5,474,444 shares of Common Stock** - ------------------------------------------------------------------------------ AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 11 5,474,444 shares of Common Stock** - ------------------------------------------------------------------------------ CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* 12 (See Instructions) [_] - ------------------------------------------------------------------------------ PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 13 19.9% - ------------------------------------------------------------------------------ TYPE OF REPORTING PERSON (See Instructions) 14 PN - ------------------------------------------------------------------------------ 4 - ----------------------- CUSIP NO. 120114103 - ----------------------- - ------------------------------------------------------------------------------ NAME OF REPORTING PERSON 1 S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) Apollo Advisors IV, L.P.* - ------------------------------------------------------------------------------ CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) 2 (a) [X] (b) [_] - ------------------------------------------------------------------------------ SEC USE ONLY 3 - ------------------------------------------------------------------------------ SOURCE OF FUNDS (See Instructions) 4 OO - ------------------------------------------------------------------------------ CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [_] 5 - ------------------------------------------------------------------------------ CITIZENSHIP OR PLACE OF ORGANIZATION 6 - ------------------------------------------------------------------------------ SOLE VOTING POWER 7 NUMBER OF -0- SHARES ----------------------------------------------------------- SHARED VOTING POWER BENEFICIALLY 8 5,474,444 shares of Common Stock OWNED BY ----------------------------------------------------------- EACH SOLE DISPOSITIVE POWER 9 REPORTING -0- PERSON ----------------------------------------------------------- SHARED DISPOSITIVE POWER WITH 10 5,474,444 shares of Common Stock - ------------------------------------------------------------------------------ AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 11 5,474,444 shares of Common Stock - ------------------------------------------------------------------------------ CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* 12 (See Instructions) [_] - ------------------------------------------------------------------------------ PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 13 19.9% - ------------------------------------------------------------------------------ TYPE OF REPORTING PERSON (See Instructions) 14 PN - ------------------------------------------------------------------------------ 5 * On March 22, 1999 Boss Investment LLC, a Delaware limited liability company owned by certain Reporting Entities (as defined in Item 2) (the "Investor"), entered into a Securities Purchase Agreement (the "Purchase - --------- -------- Agreement"), with Building One Services Corporation, a Delaware corporation (the - --------- "Issuer"). Pursuant to the Purchase Agreement, on April 30, 1999 the Investor ------ acquired approximately $100.0 million of the Issuer's 7.5% Junior Subordinated Convertible Debentures (the "Convertible Notes"). Assuming conversion of the ----------------- principal amount of the Convertible Notes and assuming that all interest is paid in cash, the Convertible Notes are convertible into 4,444,444 shares of common stock of the Issuer, par value $.001 per share (the "Common Stock"). ------------ On June 30, 1999, the Investor acquired from Friedman, Billings, Ramsey & Co., Inc. warrants to purchase 1,030,000 shares of the Issuer's Common Stock (the "Warrants"). Assuming the Investor exercised the Warrants and converted the -------- Convertible Notes, and assuming that all interest payments are paid in cash, the Investor would own 5,474,444 shares of the Issuer's Common Stock, or approximately 19.9% based on Building One's outstanding shares as of July 1, 1999. **The Investor will be dissolved and will distribute the Convertible Notes and Warrants to its members, each of whom is a Reporting Entity, resulting in direct beneficial ownership by Apollo Investment Fund IV, L.P. and Apollo Overseas Partners IV, L.P. of $94.9 million and $5.1 million, respectively, of the Convertible Notes corresponding to 4,218,222 shares and 226,222 shares of Common Stock upon conversion, respectively. The distribution will also result in direct beneficial ownership by AIF IV and Overseas Partners of warrants to purchase 977,573 and 52,427 shares of Common Stock, respectively. 6 ITEM 1. SECURITY AND ISSUER This Statement relates to the Common Stock of the Issuer. The address of the principal executive office of the Issuer is 800 Connecticut Avenue, N.W., Suite 1111, Washington, D.C. 20006. ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION The Investor obtained financing from its members for the purchase of the Warrants (as defined in Item 4). The members (Apollo Investment Fund IV, L.P. and Apollo Overseas Partners IV, L.P.), in turn, obtained their respective funds from capital contributions of their partners. ITEM 4. PURPOSE OF THE TRANSACTION The purpose of the transaction was to acquire warrants to purchase 1,030,000 shares of the Issuer's common stock, par value $.001 (the "Warrants"). -------- On June 30, 1999, the Investor entered into two letter agreements (the "FBR Letter Agreements") with Friedman, Billings, Ramsey & Co., Inc. ("FBR"), --------------------- --- pursuant to which the Investor acquired the Warrants. In connection with the sale of the Warrants, FBR waived its rights to have the Company use its best efforts to cause the election of two FBR-designees to the board of directors of the Company. The Investor is expected to be dissolved, pursuant to which it will distribute the Convertible Notes and Warrants to its members, each of whom is a Reporting Entity. The distribution will result in direct beneficial ownership by AIF IV and Overseas Partners of $94.9 million and $5.1 million, respectively, of the Convertible Notes corresponding to 4,218,222 shares and 226,222 shares of Common Stock upon conversion, respectively. The distribution will also result in direct beneficial ownership by AIF IV and Overseas Partners of warrants to purchase 977,573 and 52,427 shares of Common Stock, respectively. Each of the FBR Letter Agreements contains other terms and conditions. The foregoing description of such agreements is qualified in its entirety by reference to the text of such agreements, which are filed as exhibits to this Schedule 13D and are incorporated herein by reference. In addition, the terms of the warrants are set forth in Warrant Certificate No. W-1 dated November 25, 1997 issued by the Issuer and the Warrant Agreement dated November 25, 1997, between the Issuer and FBR, each of which are filed as exhibits to this Schedule 13D and are incorporated herein by reference. Except as set forth in this Item 4, the Reporting Entities have no present plans or proposals to acquire additional securities of the Issuer. However, the Reporting Entities reserve the right from time to time to acquire additional securities and/or to dispose of securities and to participate in future transactions with respect to the Issuer's Securities. Upon a material change 7 in the beneficial ownership of the Reporting Persons, the Reporting Persons will amend this Schedule 13D. ITEM 5. INTEREST IN THE SECURITIES OF THE ISSUER (a) Assuming the Investor exercised the Warrants and converted the Convertible Notes, and assuming that all interest payments are paid in cash, the Investor would own 5,474,444 shares of the Issuer's Common Stock, or approximately 19.9% based on Building One's outstanding shares as of July 1, 1999. (c) The responses set forth in Item 4 are incorporated herein. ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER The responses set forth in Item 4 are incorporated herein. ITEM 7. MATERIAL TO BE FILED AS EXHIBITS 1. Securities Purchase Agreement, dated as of March 22, 1999, between Boss Investment LLC, a Delaware limited liability company, and Building One Services Corporation, a Delaware corporation. * 2. Investors' Rights Agreement, dated as of March 22, 1999, among Building One Services Corporation, a Delaware corporation, and Boss Investment LLC, a Delaware limited liability company. * 3. Amendment No. 1, dated as of April 6, 1999, to the Investors' Rights Agreement, dated March 22, 1999, among Building One Services Corporation, a Delaware Corporation and Boss Investment LLC, a Delaware Limited Liability Company. * 4. Indenture, dated as of April 30, 1999, between Building One Services Corporation, a Delaware corporation, and United States Trust Company of New York, a national banking association, as Trustee. * 5. Press Release, dated March 23, 1999. * 6. Press Release, dated April 30, 1999. * 7. Warrant Certificate No. W-1 dated November 25, 1997. 8. Warrant Agreement dated November 25, 1997, between Building One Services Corporation and Friedman, Billings, Ramsey & Co., Inc. - --------- * Previously filed. 8 9. Letter Agreement dated June 30, 1999, between Boss Investment LLC and Friedman, Billings, Ramsey & Co., Inc. ("FBR") relating to the sale of the Warrant. 10. Letter Agreement dated June 30, 1999, between Boss Investment LLC and FBR relating to FBR's right to elect directors to the Board. 9 After reasonable inquiry and to the best of his knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct. In addition, by signing below, the undersigned agrees that this Schedule 13D may be filed jointly on behalf of each of Boss Investment LLC, Apollo Investment Fund IV, L.P., Apollo Advisors IV, L.P. and Apollo Overseas Partners IV, L.P. Dated as of the 6th day of July, 1999. BOSS INVESTMENT LLC APOLLO ADVISORS IV, L.P. By: /s/ Andrew Africk By: Apollo Capital Management IV, Inc., -------------------------- its General Partner Name: Andrew Africk Title: Manager By: /s/ Michael D. Weiner Name: Michael D. Weiner Title: Vice President APOLLO INVESTMENT FUND IV, L.P. APOLLO OVERSEAS PARTNERS IV, L.P. By: Apollo Advisors IV, L.P., By: Apollo Advisors IV, L.P., its General Partner its General Partner By: Apollo Capital Management IV, By: Apollo Capital Management IV, Inc., Inc., its General Partner its General Partner By: /s/ Michael D. Weiner By: /s/ Michael D. Weiner ------------------------------- ---------------------------------- Name: Michael D. Weiner Name: Michael D. Weiner Title: Vice President Title: Vice President 10 EX-7 2 WARRANT CERTIFICATE NO W-1 DATED NOV. 25, 1997 EXHIBIT 7 THE WARRANTS REPRESENTED BY THIS CERTIFICATE AND THE OTHER SECURITIES ISSUABLE UPON EXERCISE THEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), AND MAY NOT BE OFFERED OR SOLD EXCEPT (i) PURSUANT TO AND EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT, (ii) TO THE EXTENT APPLICABLE, PURSUANT TO RULE 144 UNDER SUCH ACT (OR ANY SIMILAR RULE UNDER SUCH ACT RELATING TO THE DISPOSITION OF SECURITIES), (iii) UPON THE DELIVERY BY THE HOLDER TO THE COMPANY OF AN OPINION OF COUNSEL, REASONABLY SATISFACTORY TO COUNSEL FOR THE COMPANY, STATING THAT AN EXEMPTION FROM REGISTRATION UNDER SUCH ACT IS AVAILABLE. THE TRANSFER OR EXCHANGE OF THE WARRANTS REPRESENTED BY THIS CERTIFICATE IS RESTRICTED IN ACCORDANCE WITH THE WARRANT AGREEMENT REFERRED TO HEREIN. EXERCISABLE ON OR BEFORE 5:00 P.M., NEW YORK TIME, November 25, 2002 No. W-1 1,130,000 Warrants WARRANT CERTIFICATE This Warrant Certificate certifies that Friedman, Billings, Ramsey & Co., Inc. or registered assigns, is the registered holder of 1,130,000 Warrants to purchase, at any time from November 25, 1998 until 5:00 P.M. New York City time on November 25, 2002 ("Expiration Date"), up to 1,130,000 fully paid and non-assessable shares ("Shares") of the Common Stock, par value $.001 per share ("Common Stock"), of Consolidation Capital Corporation, a Delaware corporation (the "Company"), at the initial exercise price, subject to adjustment in certain events (the "Exercise Price"), of $20.00 per Share, upon surrender of this Warrant Certificate and payment of the Exercise Price at an office or agency of the Company, but subject to the conditions set forth herein and in the warrant agreement dated as of November 25, 1997 between the Company and Friedman, Billings, Ramsey & Co., Inc. (the "Warrant Agreement"). Payment of the Exercise Price may be made in cash, or by check payable to Section 3.2 of the Warrant Agreement. No Warrant may be exercised after 5:00 P.M., New York City time, on the Expiration Date, at which time all Warrants evidenced hereby, unless exercised prior thereto, shall thereafter be void. The Warrants evidenced by this Warrant Certificate are part of a duly authorized issue of Warrants issued pursuant to the Warrant Agreement, which Warrant Agreement is hereby incorporated by reference in and made a part of this instrument and is hereby referred to in a description of the rights, limitation of rights, obligations, duties and immunities thereunder of the Company and the holders (the words "holders" or "holder" meaning the registered holders or registered holder) of the Warrants. The Warrant Agreement provides that upon the occurrence of certain events, the Exercise Price and/or number of the Company's securities issuable thereupon may, subject to certain conditions, be adjusted. In such event, the Company will, at the request of the holder, issue a new Warrant Certificate evidencing the adjustment in the Exercise Price and the number and/or type of securities issuable upon the exercise of the Warrants; provided, however, that the failure of the Company to issue such new Warrant Certificates shall not in any way change, alter, or otherwise impair, the rights of the holder as set forth in the Warrant Agreement. Upon due presentment for registration of transfer of this Warrant Certificate at an office or agency of the Company, a new Warrant Certificate of like tenor and evidencing in the aggregate a like number of Warrants shall be issued to the transferee(s) in exchange for this Warrant Certificate, subject to the limitations provided herein and in the Warrant Agreement, without any charge except for any tax, or other governmental charge imposed in connection therewith. Upon the exercise of less than all of the Warrants evidenced by this Certificate, the Company shall forthwith issue to the holder hereof a new Warrant Certificate representing such number of unexercised Warrants. The Company may deem and treat the registered holder(s) hereof as the absolute owner(s) of this Warrant Certificate (notwithstanding any notation of ownership or other writing hereon made by anyone), for the purpose of any exercise hereof, and of any distribution to the holder(s) hereof, and for all other purposes, and the Company shall not be affected by any notice to the contrary. All terms used in this Warrant Certificate which are defined in the Warrant Agreement shall have the meanings assigned to them in the Warrant Agreement. IN WITNESS WHEREOF, the Company has caused this Warrant Certificate to be duly executed under its corporate seal. Dated: November 25, 1997 CONSOLIDATION CAPITAL CORPORATION ----------- [SEAL] By: ------------------------------ Name: Title: IN WITNESS WHEREOF, the Company has caused this Warrant Certificate to be duly executed under its corporate seal. Dated: November 25, 1997 CONSOLIDATION CAPITAL CORPORATION ------------ [SEAL] By: Jonathan J. Ledecky ------------------------------ Name: Jonathan J. Ledecky Title: Chairman and Chief Executive Officer EX-8 3 WARRANT AGREEMENT DTED NOV. 25, 1997 EXHIBIT 8 WARRANT AGREEMENT dated as of November 25, 1997 between Consolidation Capital Corporation, a Delaware corporation (the "Company"), and Friedman, Billings, Ramsey & Co., (hereinafter referred to as the "Representative"). WITNESSETH: WHEREAS, the Representative has agreed, pursuant to the underwriting agreement (the "Underwriting Agreement") dated November 25, 1997 between the Representative, as representative of the several Underwriters named in the Underwriting Agreement (the "Underwriters") and the Company, to act as one of the underwriters in connection with the Company's proposed initial public offering (the "Public Offering") of 24,000,000 shares of Common Stock ("Public Shares") at an initial public offering price $20,00 per Public Share; and WHEREAS, the Company proposes to issue to the Representative, in its individual capacity and not as representative of the several Underwriters (defined below) warrants ("Warrants") to purchase up to 1,130,000 shares of common stock, par value $.001 per share ("Common Stock") (the shares of Common Stock covered by the Warrants are referred to as "Shares"); and WHEREAS, the Warrants issued pursuant to this Agreement are being issued by the Company to the Representative or officers or partners of the Representative in consideration for, and as part of the Representative's compensation in connection with, the Representative acting as one of the underwriters pursuant to the Underwriting Agreement; NOW, THEREFORE, in consideration of the premises and the agreements herein set forth and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows: 1. GRANT. The Representative, and/or any of its designees who are officers or partners of the Representative is hereby granted the right to purchase, at any time from November 25, 1998 until 5:00 P.M., New York City time, on November 25, 2002 (the "Warrant Exercise Term"), up to 1,130,000 shares of Common Stock at an initial exercise price (subject to adjustment as provided in Article 8 hereof) of $20.00 per Share. Except as provided in Section 13 hereof, the Shares are in all respects identical to the Public Shares being sold to the public pursuant to the terms and provisions of the Underwriting Agreement. 2. WARRANT CERTIFICATES. The warrant certificates (the "Warrant Certificates") delivered and to be delivered pursuant to this Agreement shall be in the form set forth as Exhibit A, attached hereto and made a part hereof, with such appropriate insertions, omissions, substitution or and other variations as required or permitted by this Agreement. 3. EXERCISE OF WARRANTS. 3.1 CASH EXERCISE. The Warrants initially are exercisable at a price of $20.00 per Share purchased, payable in cash or by check to the order of the Company, or any combination of cash or check, subject to adjustment as provided in Article 8 hereof. Upon surrender of the Warrant Certificate with the annexed Form of Election to Purchase duly executed, together with payment of the Exercise Price (as hereinafter defined) for the Shares purchased, at the principal office of the Company (presently located at 1747 Pennsylvania Avenue, NW, Suite 900, Washington, DC 20006) or at the office of its transfer agent, the registered holder(s) of a Warrant Certificate ("Holder" or "Holders") shall be entitled to receive a certificate or certificates for the Shares so purchased. The purchase rights represented by each Warrant Certificate are exercisable at the option of the Holder hereof, in whole or in part (but not as to fractional Shares). In the case of the purchase of less than all of the Shares purchasable under any Warrant Certificate, the Company shall cancel said Warrant Certificate upon the surrender thereof and shall execute and deliver a new Warrant Certificate of like tenor for the balance of the Shares purchasable thereunder. 3.2 CASHLESS EXERCISE. At any time during the Warrant Exercise Term, the Holder may, at its option, exchange this Warrant, in whole or in part (a "Warrant Exchange"), into the number of Shares determined in accordance with this Section 3.2, by surrendering this Warrant at the principal office of the Company or at the office of its transfer agent, accompanied by a notice stating such Holder's intent to effect such exchange, the number of Shares to be exchanged and the date on which the Holder requests that such Warrant Exchange occur the ("Notice of Exchange"). The Warrant Exchange shall take place on the date specified in the Notice of Exchange or, if later, the date the Notice of Exchange is received by the Company (the "Exchange Date"). Certificates for the Shares issuable upon such Warrant Exchange and, if applicable, a new warrant of like tenor evidencing the balance of the Shares remaining subject to this Warrant, shall be issued as of the Exchange Date and delivered to the Holder within three (3) days following the Exchange Date. In connection with any Warrant Exchange, this Warrant shall represent the right to subscribe for and acquire the number of Shares (rounded to the next highest integer) equal to (i) the number of Shares specified by the Holder in its Notice of Exchange (the "Total Number"), but in no case more than the number of shares equal to the number of shares listed on the warrant certificate, less (ii) the number of Shares equal to the quotient obtained by dividing (A) the product of the Total Number and the existing Exercise Price (as hereinafter defined) by (B) the current market value of a Public Share. 4. ISSUANCE OF CERTIFICATES. Upon the exercise of the Warrants, the issuance of certificates for the Shares purchased shall be made forthwith (and in any event within three business days thereafter) without charge to the Holder thereof including, without limitation any tax which may be payable in respect of the issuance thereof, and such certificates shall subject to the provisions of Article 5 hereof) be issued in the name of, or in such names as may be directed by, the Holder thereof; provided, however, that the Company shall not be required to pay any tax which may be payable in respect of any transfer involved in the issuance and delivery of any such certificates in a name other than that of the Holder and the Company shall not be required to issue or deliver such certificates unless or until the person or persons requesting the issuance thereof shall have paid to the Company the amount of such tax or shall have established to the satisfaction of the Company that such tax has been paid. The Warrant Certificates and the certificates representing the Shares shall be executed on behalf of the Company by the manual or facsimile signature of the present or any future Chairman or Vice Chairman of the Board of Directors or President or Vice President of the Company under its corporate seal reproduced thereon, attested to by the manual or facsimile signature of the present or any future Secretary or Assistant Secretary of the Company. Warrant Certificates shall be dated the date of execution by the Company upon initial issuance, division, exchange substitution or transfer. Upon exercise, in part or in whole, of the Warrants, certificates representing the Shares shall bear a legend substantially similar to the following: "The securities represented by this certificate and the other securities issuable upon exercise thereof have not been registered under the Securities Act of 1933, as amended (the "Act"), and may not be offered or sold except (i) pursuant to an effective registration statement under the Act, (ii), to the extent applicable, pursuant to Rule 144 under the Act (or any similar rule under such Act relating to the disposition of securities), or (iii) upon the delivery by the holder to the Company of an opinion of counsel, reasonably satisfactory to counsel to the Company, stating that an exemption from registration under such Act is available." 5. RESTRICTION ON TRANSFER OF WARRANTS. The Holder of a Warrant Certificate, by its acceptance thereof, covenants and agrees that the Warrants are being acquired as an investment and not with a view to the distribution thereof, and that the Warrants may not be sold, transferred, assigned, hypothecated or otherwise disposed of, in whole or in part, except (i) to officers, directors or affiliates of the Representative, and (ii) to transferees with the opinion of counsel, acceptable to the Company and the transferor, that such transfer is exempt from registration under the Act. The Warrant Certificate issued pursuant to (ii) above will bear a legend stating that the Warrants may only be exercised if there is an applicable exemption under the Act for the issuance of the shares of Common Stock of the Company upon the exercise of the Warrants. 6. PRICE 6.1 INITIAL AND ADJUSTED EXERCISE PRICE. The initial exercise price of each Warrant shall be $20.00 per Share. The adjusted exercise price shall be the price which shall result from time to time from any and all adjustments of the initial exercise price in accordance with the provisions of Article 8 hereof. 6.2 EXERCISE PRICE. The term "Exercise Price" herein shall mean the initial exercise price or the adjusted exercise price, depending upon the context. 7. REGISTRATION RIGHTS. 7.1 REGISTRATION UNDER THE SECURITIES ACT OF 1933. None of the Warrants nor the Shares have been registered for purposes of public distribution under the Securities Act of 1933, as amended (the "Act"). 7.2 REGISTRABLE SECURITIES. As used herein the term "Registrable Security" means each of the Shares and any Common Stock issued upon any stock split or stock dividend in respect of such Shares; provided, however, that with respect to any particular Registrable Security, such security shall cease to be a Registrable Security when, as of the date of determination, (i) it has been effectively registered under the Act and disposed of pursuant thereto, (ii) registration under the Act is no longer required for subsequent sale of such security or (iii) it has ceased to be outstanding. The term "Registrable Securities" means any and/or all of the securities falling within the foregoing definition of a "Registrable Security." In the event of any merger, reorganization, consolidation, recapitalization or other change in corporate structure affecting the Common Stock, such adjustment shall be made in the definition of "Registrable Security" as is appropriate in order to prevent any dilution or enlargement of the rights granted pursuant to this Article 7. 7.3 PIGGYBANK REGISTRATION. (a) If, at any time during the seven years following the date of this Agreement, the Company proposes to prepare and file one or more registration statement(s) filed in connection with a public offering covering equity securities of the Company, or any such securities of the Company held by its shareholders (other than in connection with an exchange offer, a "rights" offering to shareholders, an offering relating to an employee benefit plan, dividend reinvestment plan, an acquisition, a merger, the conversion of any convertible securities, an exchange of a security, or a stand-by underwriting with respect to the call of a warrant, option, right or convertible security for redemption), (for purposes of this Article 7, collectively, a "Registration Statement"), it will give written notice of its intention to do so by registered mail ("Notice"), at least thirty (30) business days prior to the filing of such Registration Statement, to all holders of the Registrable Securities or, in the event that the Company has not formulated its intent to file such Registration Statement at least thirty (30) calendar days before the anticipated filing date of the Registration Statement, as soon as practicable upon the formation by the Company of such intent. However, no such Notice need be given if the Registration Statement is for an underwritten offering of securities other than equity securities or securities convertible into equity securities. Upon the written request of such a holder (a "Requesting Holder"), made within twenty (20) business days after receipt of the Notice, that the Company included any of the Requesting Holder's Registrable Securities in the proposed Registration Statement, the Company shall, as to each such Requesting Holder, use its best efforts to effect the registration under the Act of the Registrable Securities which it has been so requested to register ("Piggyback Registration"), at the Company's sole cost and expense and at no cost or expense to the Requesting Holders. The Company shall not be required to honor any such request (i) if, in opinion of counsel to the Company reasonably acceptable to such Holder who wishes to have such Registrable Securities included in such Registration Statement, registration under the Act is not required for the transfer of the Registrable Securities in the manner proposed by such Holder; or (ii) to register in the aggregate fewer than 25,000 Shares held by the Holders. The Company shall permit, or shall use its best efforts to cause the managing underwriter of a proposed offering to permit, the Holders of Registrable Securities requested to be included in the registration (the "Piggy- Back Shares") to include such Piggy-Back Shares in the proposed offering on the same terms and conditions as applicable to the shares of Common Stock offered by the Company and for the account of any person other than the Company, as the case may be. (b) Notwithstanding the foregoing, if any such managing underwriter shall advise the Company in writing that, in its opinion, the distribution of all or a portion of the Registrable Securities requested to be included in the Registration Statement concurrently with the shares of Common Stock being registered by the Company would materially adversely affect the distribution of such securities by the Company for its own account, or for the account of any person or persons other than the Company that have asserted, with respect to such registration, demand registration rights under any other agreement, then such inclusion of Registrable Securities shall be made pro rata -------- among the aggregate of the Registrable Securities for which a proper request was made under this subsection 7.3 and any other securities properly requested to be included in the registration by other holders pursuant to piggy-bank or incidental registration rights under any other agreement. 7.4 DEMAND REGISTRATION. (a) At any time during the Warrant Exercise Term, any "Majority Holder" (as such term is defined in Section 7.4(c) below) of the Registrable Securities shall have the right (which right is in addition to the piggybank registration rights provided for under Section 7.3 hereof), exercisable by written notice to the Company (the "Demand Registration Request"), to have the Company prepare and file with the Securities and Exchange Commission (the "Commission"), on one occasion, at the sole expense of the Company, a Registration Statement and such other documents, including a prospectus, as may be necessary (in the opinion both counsel for the Company and counsel for such Majority Holder), in order to comply with the provisions of the Act, so as to permit a public offering and sale of the Registrable Securities by the holders thereof, for twelve (12) consecutive months. The Company shall not be required to filed any amendments to the Registration Statement required by this subsection 7.4(a) except as is necessary to keep the disclosure about the Company current. (b) The Company covenants and agrees to give written notice of any Demand Registration Request to all holders of the Registrable Securities within ten (10) days from the date of the Company's receipt of any such Demand Registration Request. After receiving notice from the Company as provided in this Section 7.4(b), holders of Registrable Securities may request the Company to include their Registrable Securities in the Registration Statement to be filed pursuant to Section 7.4(a) hereof by notifying the Company of their decision to include such securities within ten (10) days of their receipt of the Company's notice. (c) The term "Majority Holder" as used in this Section 7.4 shall mean any holder or any combination of holders of Registrable Securities, if included in such holders' Registrable Securities are that aggregate number of Shares (including Shares already issued and Shares issuable pursuant to the exercise of outstanding Warrants) as would constitute a majority of the aggregate number of Shares (including Shares already issued and Shares issuable pursuant to the exercise of outstanding Warrants) included in all of the Registrable Securities. 7.5 COVENANTS OF THE COMPANY WITH RESPECT TO REGISTRATION. The Company covenants and agrees as follows: (a) In connection with any registration under Section 7.4 hereof, the Company shall file the Registration Statement as expeditiously as possible, but in no event later than thirty (30) days following receipt of any demand therefor, shall use its best efforts to have any such Registration Statements declared effective at the earliest possible time. If a written request, however, is received by the Company that would require the filing of a Registration Statement between 45 and 105 days after the end of its fiscal year, the deadline for the filing of the Registration Statement shall be extended until the 106th day of such fiscal year. The Company shall furnish each holder of Registrable Statement such number of prospectuses as shall reasonably be requested. However, in connection with any registration under Sections 7.3 and 7.4 hereof, the Company shall have sole control in connection with the preparation, filing, amending and supplementing of the Registration Statement, including the right to withdraw the same or delay the filing or effectiveness thereof when, in the sole judgment of the Board of Directors of the Company, the filing or pendency of such registration statement or the effectiveness thereof would impose an undue burden upon the ability by the Company to proceed with any other material financing for its own account or any material corporate transaction, including, but not limited to, a reorganization, recapitalization, merger, consolidation or material acquisition of the securities or assets of another firm or corporation; provided, however, that the Company's exercise of -------- ------- any such right of withdrawal or delay shall not be deemed a waiver of the rights of the Holders, and the Company shall be required to file a new Registration Statement or to proceed with such actions as reasonably may be required to cause the Registration Statement to become effective within a reasonable time after the consummation of the event or transaction which required such withdrawal or delay. (b) The Company shall pay all costs fees and expenses in connection with all Registration Statements filed pursuant to Sections 7.3 and 7.4(a) hereof including, without limitation, the Company's legal and accounting fees, printing expenses, and blue sky fees and expenses. Each Holder however, shall pay the underwriting discount attributable to such Holder's Registrable Securities, any transfer tax payable with respect thereto and the fees and expenses of such Holder's counsel. (c) The Company will take all necessary action which may be required in qualifying or registering the Registrable Securities included in a Registration Statement for offering and sale under the securities or blue sky laws of such states as are requested by the holders of such securities, provided that the Company shall not be obligated to execute or file any general consent to service of process or to qualify as a foreign corporation to do business under the laws of any such jurisdiction. (d) The Company shall indemnify any holder of the Registrable Securities to be sold pursuant to any Registration Statement and any underwriter or person deemed to be an underwriter under the Act and each person, if any, who controls such holder or underwriter or person deemed to be an underwriter within the meaning of Section 15 of the Act or Section 20(a) of the Securities Exchange Act of 1934, as amended ("Exchange Act"), against all loss, claim, damage, expense or liability (including all expenses reasonably incurred in investigating, preparing or defending against any claim whatsoever) to which any of them may become subject under the Act, the Exchange Act or otherwise, arising from such Registration Statement to the same extent and with the same effect as the provisions pursuant to which the Company has agreed to indemnify the Underwriters contained in Section 8 of the Underwriting Agreement and shall provide for just and equitable contributions as set forth in Section 8 of the Underwriting Agreement. (e) Any holder of Registrable Securities to be sold pursuant to a Registration Statement, and its successors and assigns, shall severally, and not jointly, indemnify the Company, its officers and directors and each person, if any, who controls the Company within the meaning of Section 15 of the Act or Section 20(a) of the Exchange Act, against all loss, claim, damage or expense or liability (including all expenses reasonably incurred in investigating, preparing or defending against any claim whatsoever) to which they may become subject under the Act, the Exchange Act or otherwise, arising from information furnished in writing by or on behalf of such holder, or its successors or assigns, for specific inclusion in such Registration Statement to the same extent and with the same effect as the provisions contained in Section 8 of the Underwriting Agreement pursuant to which the Underwriters have agreed to indemnify the Company and shall provide for just and equitable contribution as set forth in Section 8 of the Underwriting Agreement. (f) Nothing contained in this Agreement shall be construed as requiring any Holder to exercise his Warrants prior to the initial filing of any Registration Statement or the effectiveness thereof. (g) If the Company shall fail to comply with the provisions of this Article 7, the Company shall, in addition to any other equitable or other relief available to the holders of Registrable Securities, be liable for any or all incidental, special and consequential damages sustained by the holders of Registrable Securities that request registration of their Registrable Securities. (h) Except as set forth in Section 7.5(j) hereof, the Company shall not permit the inclusion of any securities other than the Registrable Securities to be included in any Registration Statement filed pursuant to Section 7.4 hereof, or permit a Registration Statement relating to an underwritten offering of the same securities as the Registrable Securities to be filed during an underwritten offering of the Registrable Securities covered by a Registration Statement filed pursuant to Section 7.4 hereof, without the prior written consent of the Majority Holders, which consent shall not be unreasonably withheld. (i) The Company shall deliver promptly to each holder of Registrable Securities participating in the offering in which such Holder's shares are being registered pursuant to Section 7.3 hereof requesting the correspondence and memoranda described in this Section 7.5(i) and to the managing underwriter, if any, copies of all correspondence between the Commission and the Company, its counsel or auditors and all memoranda relating to discussions with the Commission or its staff with respect to the Registration Statement and permit each holder of Registrable Securities and underwriters to do such investigation, upon reasonable advance notice, with respect to information contained in or omitted from the Registration Statement as it deems reasonably necessary to comply with applicable securities laws or rules of the National Associaton of Securities Dealers, Inc. Such investigation shall include access to books, records and properties and opportunities to discuss the business of the Company with its officers and independent auditors, all to such reasonable extent and at such reasonable times and as often as any such holder of Registrable Securities or underwriter shall reasonably request. (j) Upon the written request therfor by any holders of Registrable Securities, the Company shall include in the Registration Statement filed for an underwritten offering covering any such holders Registrable Securities, any additional shares of Common Stock of the Company or, with the approval of the managing underwriter, any additional securities, held by such holders as of the date of filing of such Registration Statement. Notwithstanding Section 7.5(b) hereof, the holders shall pay any additional costs, fees and expenses associated with the inclusion on such Registration Statement of any of such holders' shares of Common Stock or other securities that are not Registrable Securities which are included on the Registration Statement. Notwithstanding the foregoing, if any such managing underwriter shall advise the Company in writing that, in its opinion, the distribution of all or a portion of the Common Stock that are not Registrable Securities requested to be included in the Registration Statement concurrently with the Registrable Securities being registered by such holders would materially adversely affect the distribution of such offering, then such additional shares of Common Stock shall be excluded from the Registration Statement. (k) Upon the written request therefor by any holders of Registrable Securities, the Company shall include the Registration Statement filed for a non-underwritten offering covering any of the Registrable Securities, any other securities of the Company held by such holders as of the date of filing of such Registration Statement, including, without limitation, restricted shares of Common Stock, options, warrants or any other securities convertible into shares of Common Stock. Notwithstanding Section 7.5(b) hereof, the holders shall pay any additional costs, fees and expenses associated with the inclusion on such Registration Statement of any of such holders' other securities of the Company that are not Registerable Securities which are included on the Registration Statement. 8. ADJUSTMENTS OF EXERCISE PRICE AND NUMBER OF SECURITIES. The following adjustments apply to the Exercise Price of the Warrants with respect to the Shares and the number of Shares purchasable upon exercise of the Warrants. 8.1 COMPUTATION OF ADJUSTED PRICE. In case the Company shall at any time after the date hereof pay a dividend in shares of Common Stock or make a distribution in shares of Common Stock to its stockholders, then upon such dividend or distribution the Exercise Price in effect immediately prior to such dividend or distribution shall forthwith be reduced to a price determined by dividing: (a) an amount equal to the total number of shares of Common Stock outstanding immediately prior to such dividend or distribution multiplied by the Exercise Price in effect immediately prior to such dividend or distribution, by (b) the total number of shares of Common Stock outstanding immediately after such issuance or sale. For the purposes of any computation to be made in accordance with the provisions of this Section 8.1, the shares of Common Stock issuable by way of a dividend or other distribution on any shares of Common Stock of the Company shall be deemed to have been issued immediately after the opening of business on the date following the date fixed for the determination of stockholders entitled to receive such dividend or other distribution. 8.2 SUBDIVISION AND COMBINATION. In case the company shall at any time subdivide or combine the outstanding shares of Common Stock, the Exercise Price shall forthwith be proportionately decreased in the case of a subdivision or increased in the case of a combination. 8.3 ADJUSTMENT IN NUMBER OF SECURITIES. Upon each adjustment of the Exercise Price pursuant to the provisions of this Article 8, the number of Shares issuable upon the exercise or each warrant shall be adjusted to the nearest full Share by multiplying a number equal to the Exercise Price in effect immediately prior to such adjustment by the number of Shares. issuable upon exercise of the Warrants immediately prior to such adjustment and dividing the product so obtained by the adjusted Exercise Price. 8.4 RECLASSIFICATION, CONSOLIDATION, MERGER, ETC. In case of any reclassification or change of the outstanding shares of Common Stock (other than a change in par value to no par value, or from no par value to par value, or as a result of a subdivision or combination), or in the case of any consolidation of the Company with, or merger of the Company into, another corporation (other than a consolidation or merger in which the Company is the surviving corporation and which does not result in any reclassification or change of the outstanding shares of Common Stock, except a change as a result of a subdivision or combination of such shares or a change in par value, as aforesaid), or in the case of a sale or conveyance to another corporation of the property of the Company as an entirety, the Holders shall thereafter have the right to purchase the kind and number of shares of stock and other securities and property receivable upon such reclassification, change, consolidation, merger, sale or conveyance as if the Holders were the owners of the Shares immediately prior to any such events and at an aggregate price equal to the product of (x) the number of shares of Common Stock issuable upon exercise of the Holders' Warrants and (y) the Exercise Price in effect immediately prior to the record date for such reclassification, change, consolidation, merger, sale or conveyance as if such Holders had exercised the Warrants. 8.5 DETERMINATION OF OUTSTANDING COMMON STOCK. The number of shares of Common Stock at any one time outstanding shall include the aggregate number of shares issued or issuable upon the exercise of options, rights, warrants and upon the conversion or exchange of convertible or exchangeable securities. 8.6 SUBSCRIPTION RIGHTS FOR COMMON STOCK OR OTHER SECURITIES. In the case that the Company or an affiliate of the Company shall at any time after the date hereof and prior to the exercise of all the Warrants issue any rights to subscribe for shares of Common Stock or any other securities of the Company or of such affiliate to all of the shareholders of the company, the Holders of the unexercised Warrants shall be entitled, in addition to the shares of Common Stock or other securities receivable upon the exercise of the Warrants, to receive at the time such rights as are distributed to the other shareholders of the Company. 9. EXCHANGE AND REPLACEMENT OF WARRANT CERTIFICATES. Each Warrant Certificate is exchangeable without expense, upon the surrender hereof by the registered Holder at the principal executive office of the Company, for a new Warrant Certificate of like tenor and date representing in the aggregate the right to purchase the same number of Shares in such denominations as shall be designated by the Holder thereof at the time of such surrender. Upon receipt by the Company of evidence reasonably satisfactory to it of the loss, theft, destruction or mutilation of any Warrant Certificate, and, in case of loss, theft or destruction, of indemnity or security reasonably satisfactory to it and reimbursement to the Company of all reasonable expenses incidental thereto, and upon surrender and cancellation of the Warrants, if mutilated, the Company will make and deliver a new Warrant Certificate of like tenor, in lieu thereof. 10. ELIMINATION OF FRACTONAL INTERESTS. The Company shall not be required to issue certificates representing fractions of Shares upon the exercise of the Warrants nor shall it be required to issue scrip or pay cash in lieu of fractional interests, it being the intent of the parties that all fractional interests shall be eliminated by rounding any fraction up to the nearest whole number of Shares. 11. RESERVATION AND LISTING OF SECURITIES. The Company shall at all times reserve and keep available out of its authorized Common Stock, solely for the purpose of issuance upon the exercise of the Warrants, such number of shares of Common Stock as shall be issuable upon the exercise thereof. The Company covenants and agrees that, upon exercise of the Warrants and payment of the Exercise Price therefor, all Shares issuable upon such exercise shall be duly and validly issued, fully paid, non-assessable and not subject to the preemptive rights of any shareholder. As long as the Warrants shall be outstanding, the Company shall use its best efforts to cause all shares of Common Stock issuable upon the exercise of the Warrants to be listed on or quoted by the Nasdaq National Market, or listed on such national securities exchanges as requested by the Underwriter. 12. NOTICES TO WARRANT HOLDERS. Nothing contained in this Agreement shall be construed as conferring upon the Holder or Holders the right to vote or to consent or to receive notice as a stockholder in respect of any meetings of stockholders for the election of directors or any other matter, or as having any rights whatsoever as a stockholder of the Company. If, however, at any time prior to the expiration of the Warrants and their exercise, any of the following events shall occur: (a) the Company shall take a record of all of the holders of its shares of Common Stock for the purpose of entitling them to receive a dividend or distribution payable otherwise than in cash, or a cash dividend or distribution payable otherwise than out of current or retained earnings, as indicated by the accounting treatment of such dividend or distribution on the books of the Company; or (b) the Company shall offer to all of the holders of its shares of Common Stock any additional shares of capital stock of the Company or securities convertible into or exchangeable for shares of capital stock of the Company, or any option, right or warrant to subscribe therefor; or (c) a dissolution, liquidation or winding up of the Company (other than in connection with a consolidation or merger) or a sale of all or substantially all of its property, assets and business as an entirety shall be proposed; or (d) reclassification or change of the outstanding shares of Common Stock (other than a change in par value to no par value, or from no par value to par value, or as a result of a subdivision or combination), consolidation of the Company with, or merger of the Company into, another corporation (other than a consolidation or merger in which the Company is the surviving corporation and which does not result in any reclassification or change of the shares of outstanding Common Stock, except a change as a result of a subdivision or combination of such shares or a change in par value, as aforesaid), or a sale or conveyance to another corporation of the property of the Company as an entirety is proposed; or (e) the Company or an affiliate of the Company shall propose to issue any rights to subscribe for shares of Common Stock or any other securities of the Company or of such affiliate to all the stockholders of the Company; then, in any one or more of said events, the Company shall give written notice of such event at least fifteen (15) days prior to the date fixed as a record date or the date of closing the transfer books for the determination of the shareholders entitled to such dividend, distribution, convertible or exchangeable securities or subscription rights, options or warrants, or entitled to vote on such proposed dissolution, liquidation, winding up or sale. Such notice shall specify such record date or the date of closing the transfer books, as the case may be. Failure to give such notice or any defect therein shall not affect the validity of any action taken in connection with the declaration or payment of any such dividend or distribution, or the issuance of any convertible or exchangeable securities or subscription rights, options or warrants, or any proposed dissolution, liquidation, winding up or sale. 13. NOTICES All of notices, requests, consents and other communications hereunder shall be in writing and shall be deemed to have been duly made when delivered, or mailed by registered or certified mail, return receipt requested: (a) If to a registered Holder of the Warrants, to the address of such Holder as shown on the books of the Company; or (b) If to the Company, to the address set forth in Section 3 of this Agreement or to such other address as the Company may designate by notice to the Holders. 14. SUPPLEMENTS AND AMENDMENTS. The Company and the Representative may from time to time supplement or amend this Agreement without the approval of any Holders of Warrant Certificates in order to cure any ambiguity, to correct or supplement any provision contained herein which may be defective or inconsistent with any provisions herein, or to make any other provisions in regard to matters or questions arising hereunder which the Company and the Representative may deem necessary or desirable and which the Company and the Representative deem not to adversely affect the interests of the Holders of Warrant Certificates. 15. SUCCESSORS. All of the covenants and provisions of this Agreement by or for the benefit of the Company and the Holders inure to the benefit of their respective successors and assigns hereunder. 16. TERMINATION. This Agreement shall terminate at the close of business on November 25, 2005. Notwithstanding the foregoing, this Agreement will terminate on any earlier date when all Warrants have been exercised and all Shares have been resold to the public. 17. GOVERNING LAW. This Agreement and each Warrant Certificate issued hereunder shall be deemed to be a contract made under the laws of the State of Delaware and for all purposes shall be construed in accordance with the laws of said State. 18. BENEFITS OF THIS AGREEMENT. Nothing in this Agreement shall be construed to give any person or corporation other than the Company and the Underwriter and any other registered holder or holders of the Warrant Certificates, or Shares any legal or equitable right, remedy or claim under this Agreement; and this Agreement shall be for the sold and exclusive benefit of the Company and the Underwriter and any other holder or holders of the Warrant Certificates, Warrants or the Shares. 19. COUNTERPARTS. This Agreement may be executed in any number of counterparts and each of such counterparts shall for all purposes be deemed to be an original, and such counterparts shall together constitute but one and the same instrument. IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed, as of the day and year first above written. CONSOLIDATION CAPITAL CORPORATION By: ------------------------------- Name: Title: Attest: - ------------- FRIEDMAN, BILLINGS, RAMSEY & CO., INC. By: ------------------------------- Name: Title: EXHIBIT 8(a) THE WARRANTS REPRESENTED BY THIS CERTIFICATE AND THE OTHER SECURITIES ISSUABLE UPON EXERCISE THEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), AND MAY NOT BE OFFERED OR SOLD EXCEPT (i) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT, (ii) TO THE EXTENT APPLICABLE, PURSUANT TO RULE 144 UNDER SUCH ACT (OR ANY SIMILAR RULE UNDER SUCH ACT RELATING TO THE DISPOSITION OF SECURITIES), OR (iii) UPON THE DELIVERY BY THE HOLDER TO THE COMPANY OF AN OPINION OF COUNSEL, REASONABLY SATISFACTORY TO COUNSEL FOR THE COMPANY, STATING THAT AN EXEMPTION FROM REGISTRATION UNDER SUCH ACT IS AVAILABLE. THE TRANSFER OR EXCHANGE OF THE WARRANTS REPRESENTED BY THIS CERTIFICATE IS RESTRICTED IN ACCORDANCE WITH THE WARRANT AGREEMENT REFERRED TO HEREIN. EXERCISABLE ON OR BEFORE 5:00 P.M., NEW YORK TIME, _______, 2002 No. W-____ _______ Warrants WARRANT CERTIFICATE This Warrant Certificate certifies that Friedman, Billings, Ramsey & Co., Inc. or registered assigns, is the registered holder of _________ Warrants to purchase, at any time from ______, 1998 until 5:00 P.M. New York City time on _______, 2002 ("Expiration Date"), up to _______ fully paid and non-assessable shares ("Shares") of the Common Stock, par value $.001 per share ("Common Stock:), of Consolidation Capital Corporation, a Delaware corporation (the "Company"), at the initial exercise price, subject to adjustment in certain events (the "Exercise Price"), of $_____ per Share, upon surrender of this Warrant Certificate and payment of the Exercise Price at an office or agency of the Company, but subject to the conditions set forth herein and in the warrant agreement dated as of _______ __, 1997, between the Company and Friedman, Billings, Ramsey & Co., Inc. (the "Warrant Agreement"). Payment of the Exercise Price may be made in cash, or by check payable to the order of the Company, or any combination of cash or check, or pursuant to Section 3.2 of the Warrant Agreement. No Warrant may be exercised after 5:00 P.M., New York City time, on the Expiration Date, at which time all Warrants evidenced hereby, unless exercised prior thereto, shall thereafter be void. The Warrants evidenced by this Warrant Certificate are part of a duly authorized issue of Warrants issued pursuant to the Warrant Agreement, which Warrant Agreement is hereby incorporated by reference in and made a part of this instrument and is hereby referred to in a description of the rights, limitation of rights, obligations, duties and immunities thereunder of the Company and the holders (the words "holders" or "holder" meaning the registered holders or registered holder) of the Warrants. The Warrant Agreement provides that upon the occurrence of certain events, the Exercise Price and/or number of the Company's securities issuable thereupon may, subject to certain conditions, be adjusted. In such event, the Company will, at the request of the holder, issue a new Warrant Certificate evidencing the adjustment in the Exercise Price and the number and/or type of securities issuable upon the exercise of the Warrants; provided, however, that the failure of the Company to issue such new Warrant Certificates shall not in any way change, alter, or otherwise impair, the rights of the holder as set forth in the Warrant Agreement. Upon due presentment for registration of transfer of this Warrant Certificate at an office or agency of the Company, a new Warrant Certificate or Warrant Certificates of like tenor and evidencing in the aggregate a like number of Warrants shall be issued to the transferee(s) in exchange for this Warrant Certificate, subject to the limitations provided herein and in the Warrant Agreement, without any charge except for any tax, or other governmental charge imposed in connection therewith. Upon the exercise of less than all of the Warrants evidenced by this Certificate, the Company shall forthwith issue to the holder hereof a new Warrant Certificate representing such number of unexercised Warrants. The Company may deem and treat the registered holder(s) hereof as the absolute owner(s) of this Warrant Certificate (notwithstanding any notation of ownership or other writing hereon made by anyone), for the purpose of any exercise hereof, and of any distribution to the holder(s) hereof, and for all other purposes, and the Company shall not be affected by any notice to the contrary. All terms used in this Warrant Certificate which are defined in the Warrant Agreement shall have the meanings assigned to them in the Warrant Agreement. IN WITNESS WHEREOF, the Company has caused this Warrant Certificate to be duly executed under its corporate seal. Dated: , 199_ CONSOLIDATION CAPITAL CORPORATION ----------- [SEAL] By: ------------------------------- Name: Title: [FORM OF ELECTION TO PURCHASE] The undersigned hereby irrevocably elects to exercise the right, represented by this Warrant Certificate, to purchase Shares and herewith ------- tenders in payment for such Shares cash or a certified or official bank check payable in New York Clearing House Funds to the order of CONSOLIDATION CAPITAL CORPORATION in the amount $ , all in accordance with the terms hereof. ------- The undersigned requests that a certificate for such Shares be registered in the name of , whose address is , and that -------------------- ------------------- such Certificate be delivered to , whose address is --------------------- . - --------------- Dated: Signature: ------------------------------- (Signature must conform in all respects to name of holder as specfied on the face of the face of the Warrant Certicate.) ------------------------------- ------------------------------- (Insert Social Security or Other Identifying Number of Holder) [FORM OF ASSIGNMENT] (To be executed by the registered holder if such holder desires to transfer the Warrant Certificate.) FOR VALUE RECEIVED ------------------------------------------------- hereby sells, assigns and transfers unto - ---------------------------------------------------------------------------- (Please print name and address of transferee) this Warrant Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint , Attorney, to ----------- transfer the within Warrant Certificate on the books of the within-named Company, with full power of substitution. Dated: Signature: -------------------------------- (Signature must conform in all respects to name of holder as specified on the face of the Warrant Certificate) - ----------------- - ----------------- Insert Social Security or Other Identifying Number of Assignee) IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed, as of the day and year first above written. CONSOLIDATION CAPITAL CORPORATION By: Jonathan J. Ledecky ------------------------------- Name: Jonathan J. Ledecky Title: Chairman and Chief Executive Officer Attest: - ------------- FRIEDMAN, BILLINGS, RAMSEY & CO., INC. By: ------------------------------- Name: Title: IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed, as of the day and year first above written. CONSOLIDATION CAPITAL CORPORATION By: ------------------------------- Name: Title: Attest: - ------------- FRIEDMAN, BILLINGS, RAMSEY & CO., INC. By: James R. Kleeblatt ------------------------------- Name: James R. Kleeblatt Title: Managing Director EX-9 4 LETTER AGREEMENT DATED JUNE 30, 1999 Exhibit 9 FBR Letter Agreement Friedman, Billings, Ramsey & Co., Inc. 1001 Nineteenth Street North Arlington, VA 22209 (703) 312-9600 June 30, 1999 Boss Investment LLC c/o Apollo Management, L.P. 1301 Avenue of the Americas, 38th Floor New York, NY 10019 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, Ramsey & 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. [BALANCE OF PAGE INTENTIONALLY LEFT BLANK] 2 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, RAMSEY & CO., INC. By: _____________________________ Name: Title: Accepted and agreed as of the date first written above: BOSS INVESTMENT LLC By: ____________________________ Name: Title: 3 EX-10 5 LETTER AGREEMENT DATED JUNE 30, 1999 Exhibit 10 FBR Letter Agreement Friedman, Billings, Ramsey & Co., Inc. 1001 Nineteenth Street North Arlington, VA 22209 (703) 312-9600 June 30, 1999 Boss Investment LLC c/o Apollo Management, L.P. 1301 Avenue of the Americas, 38th Floor New York, NY 10019 Dear Sirs: Reference is made to the Underwriting Agreement (the "Underwriting Agreement") dated November 25, 1997, between Friedman, Billings, Ramsey & Co., Inc. as Representative of the Several Underwriters and Consolidated Capital Corporation (currently known as Building One Services Corporation) a Delaware Corporation., (the "Company"). 1. FBR hereby waives its right under Section 5(q) of the Underwriting Agreement to have the Company use its best efforts to cause the election of two FBR-designees to the board of directors of the Company (the "Board"). All provisions of the Underwriting Agreement relating to the obligation of the Company to cause the election of two FBR designees to the Board shall be of no further force or effect. Additionally, one of the current FBR Board designees, W. Russell Ramsey, has resigned as a member of the Board (and all committees thereof), effective as of the date hereof. Such resignation is attached hereto as Exhibit A. In addition, FBR hereby waives the obligation of the Company --------- under Section 5(r) of the Underwriting Agreement to use its best efforts to maintain a director and officer insurance policy substantially in the form that was in effect on the Firm Closing Date (as defined in the Underwriting Agreement) with respect to matters occurring after the date hereof; provided that, nothing herein shall limit or eliminate any existing indemnity or insurance coverage for the Board's members for matters occurring before the date hereof. FBR shall no longer have any right to enforce this covenant. The parties hereto intend that the Company shall be a third party beneficiary of this Letter Agreement. 2. 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. 3. 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 [BALANCE OF PAGE INTENTIONALLY LEFT BLANK] 2 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, RAMSEY & CO., INC. By: _____________________________ Name: Title: Accepted and agreed as of the date first written above: BOSS INVESTMENT LLC By: ____________________________ Name: Title: 3 -----END PRIVACY-ENHANCED MESSAGE-----