Modification Agreement to Indemnification Agreement between Reeves Telecom Limited Partnership and WW-Golf & Services, LLC

Summary

This agreement modifies a previous indemnification agreement between Reeves Telecom Limited Partnership (Seller) and WW-Golf & Services, LLC (Purchaser) regarding the sale of Fox Squirrel Country Club. The modification changes the duration of the Seller's indemnification obligations, setting them to last for two years after the closing of financing or until a regulatory closure letter is received, whichever comes first. If the two-year limit applies, the Seller must assign certain rights to the Purchaser. Section 4 of the original agreement is also deleted.

EX-10.7 4 y95619exv10w7.txt MODIFICATION TO INDEMNIFICATION AGREEMENT EXHIBIT 10.7 STATE OF NORTH CAROLINA MODIFICATION TO INDEMNIFICATION COUNTY OF BRUNSWICK AGREEMENT THIS Modification to Indemnification Agreement (the "Modification Agreement") is made and entered into this 17th day of June, 2003, between Reeves Telecom Limited Partnership, a South Carolina limited partnership (the "Seller") and WW-Golf & Services, LLC, a South Carolina limited liability company (the "Purchaser"); W I T N E S S E T H: WHEREAS, Purchaser and Seller entered into an Indemnification Agreement dated March 9, 2001 (the "Indemnification Agreement"), relating to the sale of the assets of Fox Squirrel Country Club to Purchaser from Seller; and WHEREAS, Purchaser and Seller have agreed to modify said Indemnification Agreement as hereinafter stated; NOW, THEREFORE, in consideration of these presents and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Purchaser and Seller agree as follows: 1. Numbered Section 3 of the Indemnification Agreement is hereby deleted from the Indemnification Agreement and in lieu thereof the following shall be inserted: 3. Duration of Indemnification The indemnification covered by this Indemnification Agreement shall exist and continue to exist for a period of two (2) years beyond the date of closing of the financing provided to Purchaser by FNB Southeast (such date being the date of this Modification Agreement set forth above) or until Seller delivers to Purchaser a written notice from NCDENR (or such successor agency as may then exist) stating or to the effect that, after giving effect to remediation work performed by or on behalf of Seller, no further remediation action is required in respect of the contamination at the site (the "Closure Letter"), whichever shall occur earlier. In the event that such two (2) year limitation term is the effective termination of the Indemnification Agreement, then in such event Seller shall assign to Purchaser all of its assignable rights in and to any super fund monies that Seller may be entitled to receive as a result of remediation work performed from and after the date of this Modification Agreement sufficient to obtain from NCDENR a Closure Letter. 4. Numbered Section 4 of the Indemnification Agreement is hereby deleted from the Indemnification Agreement. IN WITNESS WHEREOF, the parties have duly executed this modification as of the day and year first above written. PURCHASER: WW-GOLF & SERVICES, LLC BY: /S/ STEVEN WHITE ----------------------------------------------- Name: Steven White Title: President FORWARD GOLF, INC. BY: /S/ STEVEN WHITE ----------------------------------------------- PRESIDENT SELLER: REEVES TELECOM LIMITED PARTNERSHIP BY: /S/ DAVIS P. STOWELL ----------------------------------------------- Name: Davis P. Stowell Title: Vice President of Grace Property Management, Inc., General Partner