Exhibit 10.6


 


AMENDMENT
TO REGISTRATION RIGHTS AGREEMENT


 


This AMENDMENT TO
REGISTRATION RIGHTS AGREEMENT (this “Amendment”),
dated as of October 19, 2007, is entered into by and among TOWER TECH HOLDINGS
INC., a Nevada corporation (the “Company”),
TONTINE CAPITAL PARTNERS, L.P., a Delaware limited partnership (“TCP”), TONTINE CAPITAL OVERSEAS
MASTER FUND, L.P., a Cayman Islands limited partnership (“TCOMF”)
and TONTINE PARTNERS, L.P., a Delaware limited partnership, TONTINE OVERSEAS
FUND, LTD., a Cayman Islands exempted company, and TONTINE 25 OVERSEAS MASTER
FUND, L.P., a Cayman Islands limited partnership (collectively, the “New  Stockholders”
and together with TCP and TCOMF, the “Stockholders”).


RECITALS:


A.                                   The
Registration Rights Agreement dated as of March 1, 2007 (the “Registration Rights Agreement”), by
and among the Company, TCP and TCOMF provides that pursuant to Section 4.3, it
may be amended only with the written consent of the Company and the Designated
Holders of a majority of the Registrable Securities.


B.                                     The Company has
agreed to sell 12,500,000 shares of the Company’s Common Stock to the
Stockholders, which sale is being made pursuant to a Securities Purchase
Agreement dated as of August 22, 2007, by and between the Company and the
Stockholders (the “Securities Purchase Agreement”).


C.                                     It is a
condition precedent to the consummation of the transactions contemplated by the
Securities Purchase Agreement that the Registration Rights Agreement be amended
as provided in this Amendment to (i) extend the period of time that must pass
before the Company must file its initial Registration Statement; and (ii) add
the New Stockholders as parties to the Registration Rights Agreement.


D.                                    The Company,
TCP and TCOMF desire to amend the Registration Rights Agreement as set forth
herein and the New Stockholders desire to become parties to the Agreement,
subject to the terms of this Amendment.


E.                                      Capitalized terms
used and not defined in this Amendment are defined in the Registration Rights
Agreement.


AGREEMENT


NOW, THEREFORE, in consideration of the
foregoing premises and the mutual covenants and agreements hereinafter
contained, and for other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, intending to be legally bound,
the parties hereto hereby agree as follows:


ARTICLE
1

AMENDMENTS TO THE REGISTRATION RIGHTS AGREEMENT


1.1                                 Amendments to Registration
Rights Agreement.


(a)          Article I of the Registration Rights
Agreement is amended by adding at the beginning thereof a new definition as
follows:  “‘Additional Purchasers’ means Tontine Partners, L.P., a
Delaware limited partnership, Tontine Overseas Fund, Ltd., a Cayman Islands
exempted company, and Tontine 25 Overseas Master Fund, L.P., a Cayman Islands
limited partnership,


 


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each of which
purchased shares of Common Stock pursuant to that certain Securities Purchase
Agreement with the Company dated as of August 22, 2007 (the “Additional SPA”).”.


(b)         The definition of “Designated Holders” set
forth in Article I of the Registration Rights Agreement is hereby amended by
deleting it in its entirety and replacing it with the following:  “‘Designated Holders’ means the Purchasers, the
Additional Purchasers and any qualifying transferees of the Designated Holders under
Section 3.1 hereof who hold Registrable Securities.”.


(c)          Clause (a) (i) of the definition of “Effectiveness
Date” set forth in Article I of the Registration Rights Agreement is hereby
amended by deleting he reference to “the 300th day following the
Closing Date” and replacing it with a reference to “180 days from the Filing
Date”.


(d)         Clause (a) of the
definition of “Filing Date” set forth in Article I of the Registration Rights
Agreement is hereby amended by deleting the reference to “180 days
following the Closing Date” and replacing it
with “no later than July 19, 2008; provided that if prior to July 19, 2008, the
Company shall file a registration statement for the purpose of registering
shares to be offered in a rights offering, the Company shall file the initial
Registration Statement prior to or contemporaneously with the filing of such
rights offering registration statement”.


(e)          Clause (i) of the definition of “Registrable
Securities” is hereby amended by deleting it in its entirety and replacing it
with the following: “shares of Common Stock acquired by the Purchasers
from the Company pursuant to the Securities Purchase Agreement, shares of
Common Stock purchased on the Closing Date from certain stockholders of the
Company pursuant to the Founders Securities Purchase Agreement, shares of
Common Stock acquired by the Purchasers and the Additional Purchasers pursuant
to the Additional SPA and so long as this Agreement is still in effect, any
other shares of Common Stock acquired by the Purchasers and the Additional
Purchasers on or after the Closing Date, including, without limitation, any
shares of Common Stock acquired upon the conversion of the senior subordinated
promissory notes purchased pursuant to the Additional SPA and any shares of
Common Stock acquired pursuant to any rights offering conducted by the Company.”.


(f)            The
Registration Rights Agreement is hereby amended by deleting the reference to “Purchasers”
in the definition of “Registration Statement” and Sections 3.1, 3.2 and 4.2 thereof
and replacing it with a reference to “Designated Holders”.


(g)         Section 4.6 of
the Registration Rights Agreement is hereby amended by deleting the reference
there to “Purchaser” and replacing it with “Purchasers and Additional
Purchasers”.


1.2                                 Joinder of New
Stockholders.   By execution
of this Amendment, each of the New Stockholders hereby confirms its agreement
to be bound by the Registration Rights Agreement, as amended hereby, and as may
be subsequently amended, restated, revised, supplemented or otherwise modified
from time to time.


ARTICLE
2

MISCELLANEOUS


2.1                                 Effectiveness.  This Amendment shall be deemed effective as
of the date first written above, as if executed by all parties hereto on such
date.  Except as specifically modified by
the terms set forth herein, the parties hereto acknowledge and agree that the
Registration Rights Agreement is in full


 


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force
and effect.  All references in the
Registration Rights Agreement to the “Agreement” shall be deemed to refer to
the Registration Rights Agreement as amended by this Amendment.


2.2                                 Further
Assurances.  Each party
agrees that, from time to time upon the written request of the other party, it
will execute and deliver such further documents and do such other acts and
things as the other party may reasonably request to effect the purposes of this
Amendment.


2.3                                 Severability.  Whenever possible, each provision of this Amendment
shall be interpreted in such manner as to be effective and valid under
applicable law, but if any provision of this Amendment shall be held to be
prohibited by or invalid wider applicable law, such provision shall be
ineffective only to the extent of such prohibition or invalidity, without
invalidating the remainder of such provision or the remaining provisions of
this Amendment.


2.4                                 Counterparts.  This Amendment may be executed in one or more
counterparts each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument.


2.5                                 Governing Law.  This Amendment shall be governed by and
construed in accordance with the laws of the State of Wisconsin, without regard
to the conflicts of laws rules or provisions.


2.6                                 Captions.  The captions, headings and arrangements used
in this Amendment are for convenience only and do not in any way limit or
amplify the terms and provisions hereof.


2.7                                 No Prejudice.  The terms of this Amendment shall not be
construed in favor of or against any party on account of its participation in
the preparation hereof.


2.8                                 Words in
Singular and Plural Form. 
Words used in the singular form in this Amendment shall be deemed to
import the plural, and vice versa, as the sense may require.


 


[Signature Page Follows]


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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to Registration
Rights Agreement to be duly executed as of the date and year first written
above.


	
   

  	
  COMPANY:

  
	
   

  	
   

  
	
   

  	
  TOWER TECH HOLDINGS INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By: 

  	
  /s/ Steven A. Huntington

  
	
   

  	
  Name:

  	
  Steven A. Huntington

  
	
   

  	
  Title:

  	
  Chief Financial Officer

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  PURCHASER:

  
	
   

  	
   

  
	
   

  	
  TONTINE CAPITAL PARTNERS, L.P.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  Tontine Capital Overseas GP, LLC, its
  general partner

  
	
   

  	
   

  	
   

  
	
  By:  

  	
  /s/ Jeffrey L. Gendell

  
	
   

  	
  Jeffrey L. Gendell, as managing member

  
	
   

  	
   

  
	
   

  	
  TONTINE CAPITAL OVERSEAS MASTER
  FUND, L.P.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  Tontine Capital Management, LLC, its
  general partner

  
	
   

  	
   

  	
   

  
	
   

  	
  By:  

  	
  /s/ Jeffrey L. Gendell

  
	
   

  	
   

  	
  Jeffrey L. Gendell, as managing member

  
	
   

  	
   

  
	
   

  	
    TONTINE PARTNERS, L.P.

  
	
   

  	
   

  
	
   

  	
  By:

  	
  Tontine Management, LLC, its general partner

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Jeffrey L. Gendell

  
	
   

  	
   

  	
  Jeffrey L. Gendell, as managing member

  
						



 


[Signature
page to Amendment to Registration Rights Agreement]


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  TONTINE OVERSEAS FUND, LTD.  

  	 

	
   

  	
   

  	 

	
   

  	
  By: Tontine Overseas Associates, L.L.C.,
  its investment advisor  

  	 

	
   

  	
   

  	 

	
   

  	
   

  	 

	
   

  	
  By: 

  	
  /s/ Jeffrey L. Gendell

  	 

	
   

  	
   

  	
  Jeffrey L. Gendell, as managing member

  	 

	
   

  	
   

  	 

	
   

  	
   TONTINE 25 OVERSEAS MASTER
  FUND, L.P.  

  	 

	
   

  	
   

  	 

	
   

  	
  By:

  	
  Tontine Capital Management, LLC, its
  general partner  

  	 

	
   

  	
   

  	
   

  
	
   

  	
  By: 

  	
  /s/ Jeffrey L. Gendell

  
	
   

  	
   

  	
  Jeffrey L. Gendell, as managing member

  
	
   

  	
   

  
							



 


 


 


 


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