July 11, 2006
The Tower Company of Louisiana, LLC
0000 Xxxxxx Xxxx
Xxxxxxxx, XX 00000
Attn: Xxxxxx X. Xxxxxx Xx.
Reference is hereby made to that certain Tower Asset Purchase Agreement
(the "Tower Purchase Agreement"), dated June 20, 2006, by and among Ayin Holding
Company Inc. ("Purchaser"), The Tower Company of Louisiana, LLC ("TCLA"), and
Xxxxxx Investment Company, LLC, sole member of TCLA ("Seller"). Capitalized
terms used and not otherwise defined herein shall have the meanings given to
such terms in the Tower Purchase Agreement.
In connection with the consummation of the transactions contemplated in the
Tower Purchase Agreement, the parties have agreed that it is in their mutual
best interest to effect more than one partial closing under the Tower Purchase
Agreement, and to acquire the Towers (and related assets) in separate tranches,
instead of at a single closing for all Towers, as contemplated by the Tower
Purchase Agreement. Accordingly, the parties hereby agree as follows:
1. Accelerated Purchase of 19 Towers. Seller hereby sells and assigns to
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Purchaser, and Purchaser hereby purchases and assumes 19 of the 53 Towers,
together with all Tower Incidentals, as defined below (the "Initial Tower
Tranche") set forth on Exhibit A attached hereto and that are subject to the
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Tower Purchase Agreement, free and clear of all Liens and otherwise, in
accordance with the terms of the Tower Purchase Agreement. The date hereof
shall constitute a "Closing Date" for all purposes of the Tower Purchase
Agreement. For purposes of this letter agreement, "Tower Incidentals" shall mean
all of the Seller's right, title and interest in each of the 19 Towers and
related Leasehold Properties, together with all (i) Improvements thereon, (ii)
Easements thereto, all tangible personal property related to the design,
operation and maintenance of the 19 Tower(s), (iii) Ground Leases with respect
thereto, (iv) Tenant Leases with respect thereto, (v) assignable Seller
Contracts related thereto, (vi) Permits with respect thereto, (vii) Tower
Lighting Systems located thereon and (viii) each of the following to the extent
it is directly related to any of the foregoing: (A) Security Deposits, claims,
refunds, causes of action, rights of recovery, prepayments, rights of set off
and rights of recoupment, (B) insurance benefits arising or relating to any of
the foregoing, (C) reorders, variances, and similar rights obtained from any
Governmental Authority, (D) all receivables arising from and after the date
hereof and all currently existing and hereafter arising proceeds related to the
foregoing, (E) all original Books and Records, (F) assignable warranties and
guarantees related to any Improvements, and (G) all other assets related to or
used in connection with the foregoing but excluding the Excluded Assets.
2. Payment. Consistent with the terms and conditions of the Tower Purchase
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Agreement, Seller and Purchaser agree that the consideration to be paid for the
sale, assignment, conveyance, transfer and delivery of the Initial Tower Tranche
shall be $6,142,309 (which amount reflects a purchase price of $325,000 per
Tower (for an aggregate total of $6,175,000) in accordance with Section 2.3 of
the Tower Purchase Agreement, less the proratable items pursuant to Section 2.3
of the Tower Purchase Agreement as reflected on the proration schedule attached
hereto as Exhibit B) , which shall be paid by federal wire transfer upon the
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execution of this letter agreement.
3. Reduction in Purchase Price for Remaining Towers and Assets. Seller
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agrees to take all further actions reasonable or necessary to transfer title to
the Towers and Tower Incidentals to Purchaser in accordance with the terms of
the Tower Purchase Agreement, and to effect a Closing under the Tower
Purchase Agreement Seller acknowledges that the Purchase Price due at any
subsequent Closing under the Tower Purchase Agreement for the remaining Towers
shall be reduced by $6,175,000.
This letter agreement is being delivered in connection with the Tower
Purchase Agreement and sets forth the agreement of the parties on certain
matters related to the Tower Purchase Agreement. Unless specifically amended by
this letter agreement or in that certain Letter Agreement, dated June 20, 2006,
by and among Purchaser, Seller, and certain other parties identified therein,
the Tower Purchase Agreement remains unchanged and in full force and effect.
This letter agreement may be signed in multiple counterparts, each of which
shall be deemed an original and all of which, taken together, shall constitute
one and the same agreement. Delivery of a counterpart hereof via facsimile
transmissions shall be as effective as delivery of a manually executed
counterpart hereof.
Please indicate the consent and agreement of the Seller to the foregoing by
signing in the space provided below.
Sincerely,
AYIN HOLDING COMPANY INC.
By:
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Xxxxx X. Xxxxxx, President
Accepted and agreed to this 11th day
of July, 2006
THE TOWER COMPANY OF LOUISIANA,
LLC
By:
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Name:
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Title:
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TCLA SELLER:
Xxxxxx Investment Company, LLC
By:
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Xxxxxx X. Xxxxxx
Title: Manager and Member
By:
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Xxxxx Xxxxxxxxx Xxxxxx
Title: Manager and Member
EXHIBIT A
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INITIAL TOWER TRANCHE
Locations:
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1. Bayou Grand Marais - Near 0000 Xxx 00, Xxxxxxxxx, XX; 30-1-29N
92-18-45W
2. Xxxxxxxx Creek - 0000 Xxx 00, Xxxxxxxxxx, XX; 30-43-52N 93-22-49W
3. Xxxxxxx Smarts St - Near 000 Xxxxxx Xx., Xxxxxx, XX; 31-8-5.6N
93-12-45.5W
4. Converse - 000 Xxxx Xxxxx Xxx., Xxxxxxxx, XX; 00000 Xxxxxx XX
00-00-0.0X 93-42-2.5W
5. Clarks - 000 Xxxxxx Xx., Xxxxxx, 00000 Xxxxxxxx, XX; 32-1-39.3N
92-8-23.4W
6. Xxxxx - 000 Xxxxxx Xx., Xxxxxxx, XX; 31-7-12.3N 92-40-17.1W
7. Enon - 00000 Xxx 00, Xxxxxxxxxx, XX; 30-43-28N 90-4-9.3W
8. Xxxxxxxxxx Xxxx - 000 X.X. Xxxxx Xxxx, Xxxxxxxxxxxx, XX; 31-50-43N
93-3-4W
9. Hineston - Near 0000 Xxx 000, Xxxxxxx, XX; 31-8-45.6N 92-44-19.2W
10. Xxxxxxx Xxxx - 0000 Xxxxxxx Xxxx Xxxx, Xxxxxx, XX; 31-43-48N
93-42-59W
11. Xxxxxx Xxxxx Road - 00000-X Xxx 000, XxXxxx, XX; 31-55-18.5N
93-42-56.3W
12. Lake Catahoula - 0000 Xxx 00 (Xxxxxxxx Xxx), Xx. Xxxxxx, XX;
30-12-52.2N 91-42-41.3W
13. Little Xxxxx Xxxxxx - Xxxxx Xxxx Xx & XX 000, Xxxxxxxxx, XX;
32-46-49.3N 91-48-37.2W
14. Xxxxxx - Xxxxxx Xxxxxx, Xxxxx, XX; 32-54-12N 92-14-49W
15. Xxxxx Xxxxxxxx - 0000 Xxx 000, Xxxxxxx, XX; 31-5-57N 92-46-2W
16. Xxxxx Xxxx - 00000 Xxx 0, Xxxxx, XX; 31-28-7.9N 92-40-48.9W
17. SR113 Near 000 Xxx 000, Xxxxxxx, XX; 30-59-47N 92-38-49W
18. Xxxxxxxxxx Xx - 00 XxXxxxxxx Xx., XxxXxxxx, XX 00000, Xxxxxxxx,
XX; 32-31-40.0N 91-52-25.6W
19. Xxxxxxxx - Xxxx Xxxxxx, Xxxxxxxx XX; 32-9-16N 91-42-59W
EXHIBIT B
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PRORATION SCHEDULE
See attached.
