July 11, 2006
The Tower Company of Louisiana, LLC
1704 Justin Road
Metairie, LA 70001
Attn: Lester L. Boihem
Jr.
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
Boihem 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
---------------------------------
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
---------
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
relat
