Exhibit 99.3
AMENDMENT NO.1 dated as of April 6, 1999
(this "Amendment") to the INVESTORS'
RIGHTS AGREEMENT) (the "Original
Agreement" and, as amended, this
"Agreement"), dated as of March 22,
1999, between BOSS INVESTMENT LLC, a
Delaware limited liability company
("Investor") and BUILDING ONE SERVICES
CORPORATION, a Delaware corporation (the
"Company"). Capitalized terms used but
not defined herein shall have the
meanings ascribed to them in the
Original Agreement.
In consideration of the premises and the mutual benefits to be derived from
this Amendment and the representations, warranties, covenants, agreements and
conditions hereinafter set forth, the parties hereto hereby agree as follows:
ARTICLE I
AMENDMENT
1.1 Dividends.
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Section 16(c) of the Original Agreement is hereby amended by deleting
therefrom the following "provided, however, that the Company may declare or pay
any dividend on the Common Stock if such dividend, when combined with any other
dividends declared or paid on the Common Stock in the preceding twelve-month
period, does not exceed 5% of the aggregate Fair Market Value of the Common
Stock at the time of the declaration or payment of such dividend".
ARTICLE II
MISCELLANEOUS PROVISIONS
2.1 Agreement.
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Except as modified by this Amendment, the Original Agreement shall remain
in full force and effect, enforceable in accordance with its terms. This
Amendment is not a consent to any waiver or modification of any other terms or
conditions of the Agreement or any of the instruments or documents referred to
in the Agreement and shall not prejudice any right or rights which the parties
thereto may now or hereafter have under or in connection with the Agreement or
any of the instruments or documents referred to therein.
2.2 Counterparts.
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This Amendment may be executed in any number of counterparts, and each such
counterpart shall be deemed to be an original instrument, but all such
counterparts together shall constitute one agreement.
2.3 Governing Law.
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This Amendment shall be governed and construed in accordance with the laws
of the State of Delaware.
* * *
2
IN WITNESS WHEREOF, the parties hereto have executed this Amendment as of the
date first written above.
BOSS INVESTMENT LLC
By: ____________________
Name:
Title:
BUILDING ONE SERVICES CORPORATION
By:_____________________________
Name:
Title: