EXHIBIT (hh)
TRI-PARTY PAYMENT AGREEMENT
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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
½ interest), Xxxx Xxxxxx (an undivided ¼ interest) and Xxxxx
Xxxxxx (an undivided ¼ 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
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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.
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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
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
