Exhibit 10(hh)
TRI-PARTY PAYMENT AGREEMENT
This Tri-Party Payment Agreement ("Agreement") is entered into this 2nd
day of January, 1998, by and between RadioSunGroup of Texas, Inc. (hereafter
"SunGroup of Texas"), Xxxxxxx X. Xxxxxxxx ("Xxxxxxxx") and Xxxx Xxxxxx and Xxxxx
Xxxxxx (hereafter sometimes collectively referred to as the "Osburns").
(Xxxxxxxx and the Osburns also are sometimes hereafter referred to collectively
as the "Holders").
W I T N E S S E T H:
WHEREAS, SunGroup of Texas executed and delivered that certain
$212,577.00 Promissory Note dated October 31, 1985 as amended by those certain
Renewal Abilene Agreements dated November 16, 1986 and those certain 1991
Reinstated Agreements dated November 1, 1991, (the "Small Abilene Note") payable
to the order of Xxxxxx Country Broadcasting, Inc. ("TCBI"); and
WHEREAS, SunGroup of Texas executed and delivered that certain
$1,609,509.00 Promissory Note dated October 31, 1985 as amended by those certain
Renewal Abilene Agreements dated November 16, 1986 and those certain 1991
Reinstated Agreements dated November 1, 1991, (the "Large Abilene Note") payable
to the order of TCBI; and
WHEREAS, SunGroup of Texas executed and delivered that certain
$3,127,914.00 Promissory Note dated October 31, 1985 as amended by those certain
Renewal Longview Agreements dated November 16, 1986, and that certain 1991
Reinstated Agreement dated November 1, 1991, (the "Longview Note") payable to
the order of Stereo 105, Inc.; and
WHEREAS, TCBI transferred and assigned all of its interest in the Small
Abilene Note and the Large Abilene Note to Xxxxxxxx and Xxxx Xxxxxx and Stereo
105, Inc. transferred and assigned all of its interest in the Longview Note to
Xxxxxxxx and Xxxx Xxxxxx; and
WHEREAS, Xxxx Xxxxxx then transferred and assigned one-half of his
interest to Xxxxx Xxxxxx; and
WHEREAS, the owners and holders of the Small Abilene Note, the Large
Abilene Note and the Longview Note are now as follows: Xxxxxxxx (an undivided
1/2 interest), Xxxx Xxxxxx (an undivided 1/4 interest) and Xxxxx Xxxxxx (an
undivided 1/4 interest); and
WHEREAS, SunGroup, the Osburns and the Xxxxxxxx wish to enter into an
agreement regarding certain payments to be received by the Holders; and
NOW, THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which are acknowledged, the undersigned hereby agree as follows:
1. Concurrently herewith, Holders have received $32,800.00 to be
applied to the unpaid balance of the Small Abilene Note (which is presently
$65,600.00). Upon application of this sum, the remaining unpaid balance of the
Small Abilene Note shall be $32,800.00.
2. Concurrently herewith, Holders have received the sum of $270,600.00
to be applied to the unpaid balance of the Large Abilene Note (which is
presently $541,200.00). Upon application of this sum, the remaining unpaid
balance of the Large Abilene Note shall be $270,600.00.
3. Concurrently herewith, Holders have received the sum of $516,600.00
to be applied to the unpaid balance of the Longview Note (which is presently
$1,033,200.00). Upon application of this sum, the remaining unpaid balance of
the Longview Note shall be $516,600.00.
4. Xxxxxxxx has agreed that all sums received from SunGroup of Texas as
set forth above (the "Payments"), shall be delivered to Xxxx and Xxxxx Xxxxxx.
5. In consideration of the delivery of the Payments to the Osburns,
Xxxx Xxxxxx and Xxxxx Xxxxxx hereby sell, bargain, assign and convey unto
Xxxxxxxx all their right, title and interest in and to the Small Abilene Note,
the Large Abilene Note, and the Longview Note, and all collateral and security
therefor. The effect of the conveyance contained in this paragraph is that
Xxxxxxxx shall hereafter be the sole and lawful owner and holder of the Small
Abilene Note, Large Abilene Note, and Longview Note and the Osburns will not
retain any interest. To evidence the conveyance and assignment set forth in this
paragraph, Xxxx Xxxxxx and Xxxxx Xxxxxx shall deliver the original Small Abilene
Note, Large Abilene Note, and Longview Note to Xxxxxxxx with all necessary
endorsements.
6. Xxxx Xxxxxx and Xxxxx Xxxxxx shall also contemporaneously herewith
execute and deliver UCC-3 termination statements and other releases of
collateral set forth on Exhibit A attached hereto. The releases filed by Xxxx
Xxxxxx and Xxxxx Xxxxxx shall in no way impair the remaining secured creditor
and other rights of Xxxxxxxx as the holder of the Small Abilene Note, Large
Abilene Note and Longview Note.
7. After the date hereof, all Payments under the Small Abilene Note,
Large Abilene Note, and Longview Note to be made by SunGroup of Texas shall be
sent to Xxxxxxxx at, and all correspondence regarding the Small Abilene Note,
Large Abilene Note, and Longview Note shall be also sent to Xxxxxxxx at, the
following address:
Xxxxxxx X. Xxxxxxxx
Radio Station KAGG
0000 Xxxxx Xxxxx Xxxxxx
Xxxxx, Xxxxx 00000
8. The Osburns and all parties hereto agree that after the execution of
delivery of this Agreement, and delivery of the Payments, that they will execute
and deliver such additional endorsements, releases, termination statements, and
such additional documentation as may be required to evidence, the transactions
described herein.
9. The parties hereto represent and warrant that the recitals set forth
at the beginning of this Agreement are true and accurate.
RADIOSUNGROUP OF TEXAS, INC.
By: /s/ Xxxx X. Xxxxxxxxx
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Chairman & President
/s/ Xxxx Xxxxxx
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Xxxx Xxxxxx
/s/ Xxxxx Xxxxxx
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Xxxxx Xxxxxx
/s/ Xxxxxxx X. Xxxxxxxx
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Xxxxxxx X. Xxxxxxxx
