OPTION AGREEMENTOption Agreement • June 17th, 2005 • Legacy Communications Corp • Missouri
THIS AGREEMENT is entered into this 3rd day of March, 2004, by and between Eagle Bluff Enterprises, a Missouri partnership, and Legacy Communications Corporation, a Nevada corporation.
MODIFICATION OF PROMISSORY NOTE AND SECURITY AGREEMENTModification of Promissory Note • June 17th, 2005 • Legacy Communications Corp
THIS MODIFICATION TO PROMISSORY NOTE AND SECURITY AGREEMENT ("Modification") is made and entered into this 23rd day of September, 2004, by and between Tri-State Media Corporation, a Utah corporation, and E. Morgan Skinner, Jr., ("Borrowers"), and US Capital, Incorporated, a Colorado corporation ("Lender"), whose mutual covenants and representations ate herein set forth.
PURCHASE AGREEMENTPurchase Agreement • June 17th, 2005 • Legacy Communications Corp • Utah
THIS PURCHASE AGREEMENT (the "Purchase") is made this 7th day of January 2003, between Diamond Broadcasting Corporation, a Utah corporation ("DIAMOND") and Legacy Communications Corporation, a Nevada corporation ("LEGACY") and the Board of Directors of these corporations, all of who are listed on Exhibit A hereto and who have affirmed their approval by signature thereto.
RADIO TOWER LEASE AGREEMENTRadio Tower Lease Agreement • June 17th, 2005 • Legacy Communications Corp • Utah
THIS RADIO TOWER LEASE AGREEMENT ("Lease") is entered into by and between Boa Sorte Limited Partnership, an Arizona limited partnership, Viel Gluck Limited Partnership, an Arizona Limited Partnership and Ben Fatto Limited partnership, an Arizona limited partnership located at 1819 East Southern Avenue Suite B-10, Mesa, Arizona, (hereinafter "Lessor") and Diamond Broadcasting Corporation, a Utah corporation in good standing and owner of FCC Construction Permit BNP-20001024ACD, Facility Number 129732 for Radio Station KENT (AM), 1400kHz with offices located at 210 North 1000 East, St. George, Utah 84770 ("Lessee"), who may hereinafter be referred to as the "Party" or "Parties" as appropriate.
RADIO TOWERS LEASE AGREEMENT AND OPTION TO PURCHASETowers Lease Agreement and Option to Purchase • June 17th, 2005 • Legacy Communications Corp • Utah
THIS RADIO TOWERS LEASE AGREEMENT AND OPTION TO PURCHASE ("Agreement") is entered into by and between the Raymond N. Nelson Family Trust, Richard E. Nelson and Dennis B. Nelson, Co-Trustees located at 4755 West 5900 North, Bear River City, Utah 84301 (hereinafter "Lessor") and Diamond Broadcasting Corporation, a Utah corporation in good standing and owner of FCC Construction Permit BNP-20001023AEU, Facility Number 129784 for Radio Station KNFL (AM), 1470kHz with corporate offices located at 210 North 1000 East, St. George, Utah 84770 ("Lessee"), who may hereinafter be referred to as the "Party" or "Parties" as may be appropriate.
OPTION AGREEMENTOption Agreement • June 17th, 2005 • Legacy Communications Corp • Utah
THIS OPTION AGREEMENT (the "Agreement") is made as of the 3rd day of March, 2005 by and between Tri-State Media Corporation, a Utah corporation ("Tri-State"), AM Radio 1440, Inc., a Utah corporation ("Radio 1440") (Radio 1440 and Tri-State sometimes referred to herein as "Sellers"); Legacy Communications Corporation, a Nevada corporation ("Legacy") and Lakeshore Media, LLC, an Illinois limited liability company ("Lakeshore" or "Option Holder"). Tri-State, Radio 1440, and Lakeshore are at times collectively referred to herein as the "Parties."
AGREEMENTAgreement • June 17th, 2005 • Legacy Communications Corp
THIS AGREEMENT ("Agreement"), made and entered into as of this 18th day of November, 2004, by and among EASTERN SIERRA BROADCASTING ("Eastern Sierra"), and DIAMOND MEDIA, LLC ("Diamond Media").
RADIO TOWER LEASE AGREEMENTRadio Tower Lease Agreement • June 17th, 2005 • Legacy Communications Corp • Idaho
THIS RADIO TOWER LEASE AGREEMENT ("Lease") is entered into by and between Veda J. Rupp, an individual, whose address is P.O. Box 5307, Chubbuck, Idaho 83202, and the Harold L. Rupp, Sr. Trust, H. Lavelle Rupp, Jr., Co-Trustee, and Christine R. Petersen, Co-Trustee, whose address is P.O. Box 5307, Chubbuck, Idaho 83202 (hereinafter collectively referred to as "Lessor"), and AM Radio 1440, Inc., a Utah corporation in good standing and owner of FCC Construction Permit BAP-20040831ACK, Facility Number 129638 for Radio Station KPTO (AM), 1440kHz with corporate offices located at 210 North 1000 East, St. George, Utah 84770 ("Lessee"). Lessor and Lessee also may hereinafter be referred to individually as a "Party" and jointly as the "Parties," as appropriate.
PROMISSORY NOTESecurity Agreement • June 17th, 2005 • Legacy Communications Corp • Colorado
FOR VALUE RECEIVED, the undersigned, Tri-State Media Corporation, a Utah Corporation, and E. Morgan Skinner, Jr. (hereinafter collectively referred to as "Maker"), hereby jointly and severally promise to pay to the order of US Capital, Incorporated, its successors or assigns (hereinafter referred to as "Lender") at 75 Manhattan Drive, Suite 203, Boulder, Colorado 80303, or such other place as Lender may from time to time designate, the principal sum of Three Hundred Sixty-Five Thousand Five Hundred and No/100 Dollars ($365,500.00), together with all subsequent advances made, expenditures authorized and additional payments provided for in this Promissory Note, and any other Loan Document (as hereinafter defined), all of which shall constitute the "Principal Indebtedness," plus interest on the full amount outstanding, compounded annually, at the interest rates set forth below, until repaid in full in accordance with the terms hereof.
AMENDMENT TO GUARANTY AND SECURITY AGREEMENTSSecurity Agreement • June 17th, 2005 • Legacy Communications Corp • Colorado
This Amendment, dated as of March 14, 2005, is between AM Radio 790, Inc., a Utah corporation, AM Radio 1370, Inc., a Utah corporation, AM Radio 1400, Inc., a Utah corporation and AM Radio 1470, Inc., a Utah corporation (collectively the "Guarantors"), and US Capital Incorporation, a Colorado corporation (the "Lender").
