SILLERMAN COMMUNICATIONS MANAGEMENT CORPORATION
000 XXXX 00XX XXXXXX, 00XX XXXXX
XXX XXXX, XXX XXXX 00000
000-000-0000
April 3, 1997
Triathlon Broadcasting Company
000 Xxxx 00xx Xxxxxx. 00xx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attn Xx. Xxxxxx Xxxxx
Gentlemen:
This letter when countersigned by you shall confirm our mutual
understanding with respect to the implementation of the existing financial
consulting and advisory agreement (the "Agreement") between Sillerman
Communications Management Corporation ("SCMC") and Triathlon Broadcasting
Company ("Triathlon").
Based upon actions taken by the Board of Directors and Independent
Directors of Triathlon, you have agreed to advance annually, to SCMC, $500,000,
which amount is to be applied against fees to be earned by SCMC with respect to
special investment banking and merger and acquisition assignments. Under the
Agreement, such assignments are subject to approval by the Independent
Directors of Triathlon as well as Triathlon's Board of Directors. The Agreement
provides maximum levels for these fees but we acknowledge that such fees may be
established at lower levels by a mutual agreement between us. In the event that
upon the termination of the Agreement, fees have not been earned sufficient in
amount to retire all advances made, such advances will be repaid together with
simple interest at the rate of 8% per annum. The initial advance, under this
Agreement, has, in effect, been pro rated for 1996 at the mutually agreed to
amount of $250,000.
As you are aware, with certain limited exceptions, the fees to be
earned under this Agreement have been assigned to SFX Broadcasting, Inc.
Similarly, our obligation to perform the services has been assigned, by us, to
The Sillerman Companies ("TSC"). This assignment and substitution has been done
for our administrative convenience and does not relieve SCMC from any
obligation to insure the adequacy of the services.
If this letter accurately reflects the understanding between SCMC and
Triathlon, please so acknowledge by signing the duplicate copy of this letter
which has been enclosed for that
Triathlon Broadcasting Company
April 3, 1997
Page 2
purpose. To the extend necessary to establish the rights of either party, this
letter, after it has been countersigned, shall be considered a written
amendment to our Agreement,
Very truly yours,
SILLERMAN COMMUNICATIONS
MANAGEMENT CORPORATION
/s/ Xxxxxx X. Xxxxx
Xxxxxx X. Xxxxx
Executive Vice President and
General Counsel
Acknowledged and agreed to:
TRIATHLON BROADCASTING COMPANY
By: /s/ Xxxxx X. Xxx
--------------------------
Xxxxx X. Xxx
As Secretary Pursuant to the Verbal
Direction of Xxxxxx Xxxxx
