Exhibit 10.18
SETTLEMENT AGREEMENT
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This Agreement is made and entered into this 21st day of December, 1995,
effective as of December 12, 1995, by and between T/SF Communications
Corporation, a Delaware corporation ("T/SF"), and Xxxxxx X. Xxxx ("Swab").
Preliminary Statements
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A. Pursuant to that certain Retirement Agreement, dated December 14, 1994
(the "Retirement Agreement"), by and between Swab and Tribune/Swab-Fox
Companies, Inc. (T/SF being the successor to Tribune/Swab-Fox Companies, Inc.,
by reason of a merger on May 25, 1995), Swab retired from his employ at
Tribune/Swab-Fox Companies, Inc. ("Tribune/Swab-Fox"), and the parties agreed on
certain matters related to certain indebtedness of Swab to Tribune/Swab-Fox and
certain stock owned by Swab in Tribune/Swab-Fox (which, by reason of such
merger, has been converted into shares of common stock of T/SF (the "T/SF Common
Stock")).
X. Xxxx is now duly indebted to T/SF in the sum of $300,000 as represented
by his Promissory Note, dated June 1, 1995 (the "Note"), with accrued interest
thereon since September 30, 1995, the last interest payment date.
C. The Note is secured by a security interest in favor of T/SF in 50,200
shares of T/SF Common Stock. Pursuant to the Retirement Agreement, Swab can
cause the Note, or any part thereof, to be repaid by causing the shares of T/SF
Common Stock so pledged against the Note to be transferred to T/SF and credited
against such indebtedness at a rate of $5.98 per share. Similarly, subject to
the dispute described below, T/SF was given the right under the Retirement
Agreement to require the transfer of the shares of T/SF Common Stock pledged as
security for the Note to it in repayment of the debt, if it so elected, with
such stock to be credited, in such circumstances, against the indebtedness at a
rate of $8.77 per share.
D. In addition, the Retirement Agreement, subject to the dispute described
below, provides that, with respect to an additional 37,650 shares of T/SF Common
Stock owned by Swab, Swab could "put" the shares to T/SF at $5.98 per share and,
similarly, T/SF could "call" such shares at $8.77 per share, subject to certain
timing and vesting issues.
E. A dispute has arisen regarding the interpretation of the Retirement
Agreement, the timing of the exercise of such "puts" and "calls," and whether or
not Swab can immediately repay the Note and thereby release the 50,200 shares of
T/SF Common Stock pledged as security therefor from the "call" of T/SF.
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F. The parties desire to resolve the dispute, eliminate the "puts" and
"calls" and cause the indebtedness of Swab to T/SF to be repaid in full.
NOW, THEREFORE, in consideration of the premises and other good and
valuable consideration, the receipt and sufficiency of which are acknowledged by
the parties, the parties agree as follows:
1. Purchase of Shares. At the Closing Date (as defined below), T/SF shall
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purchase from Swab 30,000 shares of T/SF Common Stock at a price of $10.50 per
share (it being recognized that the closing price on the American Stock Exchange
on December 20, 1995, was $12.625 per share), for a total purchase price of
$315,000, payable as follows: There shall first be debited for Swab's account,
against the amount due him from such sale, the amount of interest accrued on the
Note; second, there shall be debited, for Swab's account, against the amount due
him from such sale, the then outstanding principal amount of the Note in full
repayment of the Note; and finally, any remaining amount due shall be paid in
cash to Swab on the Closing Date.
2. Release of "Puts" and "Calls." Upon completion of the Closing and
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effective on the Closing Date, all rights to "puts" and "calls" or other
purchase or sale rights by Swab and/or T/SF with respect to any shares of T/SF
Common Stock then owned by Swab are hereby released and are void in all
respects.
3. Amendment to Retirement Agreement. The Retirement Agreement is deemed
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amended to be compatible with the provisions of this Agreement and, in the case
of any incompatible provisions, the terms of this Agreement shall control.
Otherwise, the other terms of the Retirement Agreement shall remain in full
force and effect and be binding on the parties as therein contemplated.
4. Closing; Closing Date. A closing (the "Closing") of the transactions
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contemplated herein shall occur on January 2, 1996, at the offices of T/SF, or
such other date or place as may be mutually agreed to by the parties (the actual
date and time of Closing is referred to herein as the "Closing Date").
5. Miscellaneous.
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A. This Agreement is made in and shall be governed in accordance with
the laws of the State of Oklahoma.
B. This Agreement may only be amended by an instrument in writing
executed by both parties.
C. Each party agrees with the other party that, for no additional
consideration, he or it will take such additional actions or
execute and deliver any such additional documents or instruments as
the other party may reasonably request to evidence or fully put
into effect the terms of this Agreement.
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IN WITNESS WHEREOF, the parties have executed this Agreement this 21st day
of December, 1995, effective December 12, 1995 (the date the same was approved
by the Board of Directors of T/SF).
T/SF COMMUNICATIONS CORPORATION
By: /s/ Xxxxxx X. Xxxxxxx, Xx.
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Xxxxxx X. Xxxxxxx, Xx., Chairman,
President and Chief Executive Officer
/s/ Xxxxxx X. Xxxx
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XXXXXX X. XXXX
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