Exhibit 10.24
Second Amendment to the Asset
Purchase Agreement
This Second Amendment to the
Asset Purchase Agreement (this “ Amendment ”) is made
effective as of the 31 st day of March, 2006 by and between
Teletouch Communications, Inc. (the “ Seller ”)
and Teletouch Paging, LP (the “ Buyer ”).
Capitalized terms not defined in this Amendment shall have the
meanings set forth in the Agreement (as defined below).
RECITALS :
WHEREAS , the Buyer and the Seller entered into an Asset
Purchase Agreement, dated as of August 18, 2005 (the “
Agreement ”) in connection with the sale of the paging
business assets of the Seller to the Buyer; and,
WHEREAS , on December 30, 2005, the parties to the
Agreement executed the First Amendment thereto; and,
WHEREAS , the Buyer and the Seller now desire to further
amend the Agreement.
NOW THEREFORE,
for valuable consideration, the
receipt and adequacy of which are expressly acknowledged, accepted
and agreed, the Buyer and the Seller hereby agree and consent, that
Section 3.1 Amount; Delivery of the Agreement shall be
amended and restated in its entirety and shall read as
follows:
1. “Section 3.1(a) Amount;
Delivery . In addition to Buyer’s assumption of the
Assumed Obligations, Buyer shall pay to Seller the consideration as
follows (the “Purchase Price”), subject to adjustment
as provided in Section 3.3 hereof, which Purchase Price shall
be remitted by Buyer to Seller in the following manner:
(a) $2,200,000 in cash (the
“Cash Payment”) to Seller on the Closing Date (subject
to adjustment as provided further in this clause (a)), all of which
shall be paid by check or by wire transfer of immediately available
funds to an account of Seller as designated in writing by Seller to
Buyer not more than three (3) Business Days prior to the
Closing Date or at such other date and time as may be agreed upon
by both parties. The Cash Payment will be (1) reduced by the
amount of the Earnings Before Interest, Taxes, Depreciation and
Amortization (“EBITDA”) of the Business beginning
April 1, 2006 through the Closing Date determined in
accordance with Seller’s current GAAP and business management
practices (e.g. monthly recognition of deferred revenue),
(2) increased by
