EXHIBIT 4.15.2
February 19, 1999
Able Telecom Holding Corp.
0000 Xxxxx Xxxxx, Xxxxx 0000
Xxxx Xxxx Xxxxx, Xxxxxxx 00000
Attn: Xxxxx X. Xxx, President
Dear Xxxxx:
As you are aware, effective February 17, 1999 the undersigned, Cotton
Communications, Inc. ("CC"), purchased all outstanding 12% Senior Subordinated
Notes (the "Notes") of Able Telcom Holding Corp. ("Able") and 2, 785 of the
outstanding shares of Able Series B Preferred Stock. In light of these
transactions, Able and CC hereby agree as follows:
1. CC hereby waives all outstanding defaults as of the date of this Letter
under the terms of the Series B Preferred Stock and the Registration
Rights Agreement related thereto and tinder the Notes and all related
documentation.
2. Until March 1, 2000, CC hereby agrees that it will not attempt to
exercise any default remedy it may have under the terms of the Series B
Preferred Stock or the Registration Rights Agreement and hereby further
agrees not to exercise any such default remedy so long as any such
agreement is in place between Able and any other holder of Series B
Preferred Stock.
3. Able and CC hereby amend the terms of the Notes to extend the maturity
date thereunder to March 1, 2000.
4. Able and CC hereby agree that, notwithstanding any provision of Able's
Articles of Incorporation as amended to date or of the purchase
agreement related to the Series B Preferred Stock, including any
provision relating to the conversion of the Series B Preferred Stock
upon the occurrence of any event or default or the failure of Able to
take any action or to cause any event to occur, the Conversion Price
for the Series B Preferred Stock held at any time by CC shall not be
less than $8.25 per share.
5. In consideration for the agreements by CC set forth in items 1 through
4 above, Able and CC hereby agree that, to the extent CC is required,
pursuant to the Securities Purchase Agreement between CC and Halifax
Fund, L.P., The Gleaneagles Fund Company, Palladin Overseas Fund
Limited, Colonial Penn Life Insurance Company, Palladin Securities
L.L.C. and Palladin Partners I, L.P., to purchase any warrants to
purchase common stock of Able (the "Warrants") the conversion price of
such Warrants shall automatically upon transfer to CC be reduced to a
price per share equal to no more than 85% of the closing price of Able
common stock on the date prior to such transfer and, if less, to a
price per share equal to such closing price minus $3.00.
Please indicate your acceptance of the foregoing by signing in the
space provided below.
Sincerely,
COTTON COMMUNICATIONS, INC.
By: /s/ XXXXX XXXXX
-----------------------
Name: Xxxxx Xxxxx
Title: President
Accepted and agreed this 19th day of February, 1999 ABLE TELECOM HOLDING CORP.
By: /s/ XXXXX X. XXX, XX.
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Name: Xxxxx X. Xxx, Xx.
Title: President & CEO
