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Jeff Carruth (TX SBN: 24001846)

WEYCER, KAPLAN, PULASKI & ZUBER, P.C.

2608 Hibernia, Suite 105

Dallas, TX 75204-2514

Telephone: (713) 341-1158

Fax: (713) 961-5341

E-mail: jcarruth@wkpz.com

ATTORNEYS FOR

HIGH PLAINS RADIO NETWORK, LLC,

DEBTOR AND DEBTOR IN POSSESSION

Aaron Wagner (TX SBN: 24037655)

KABAT, CHAPMAN & OZMER, LLP

171 17th Street NW, Suite 1550

Atlanta, Georgia 30363

Direct: (971) 270-1789

Main: (404) 400-7300

E-mail : awagner@kcozlaw.com

UNITED STATES BANKRUPTCY COURT

NORTHERN DISTRICT OF TEXAS

WICHITA FALLS DIVISION

IN RE: §

§

HIGH PLAINS RADIO NETWORK, 

LLC,

§

§

CASE NO. 24-70089-swe11

DEBTOR. §

§

EXPEDITED HEARING REQUESTED

for November 12, 2024, 9:30 a.m.

MOTION OF DEBTOR TO APPROVE RESOLUTION AGREEMENT 

WITH VERTICAL BRIDGE REIT, LLC AND ITS AFFILIATES

TO THE HONORABLE SCOTT W. EVERETT, U.S. BANKRUPTCY JUDGE:

High Plains Radio Network LLC, the debtor and debtor in possession (“HPRN” or the 

“Debtor”), file this Motion of Debtor to Approve Resolution Agreement with Vertical Bridge REIT, 

LLC and its Affiliates (the “Motion”) and in support thereof would show to the Court the following.

EXPEDITED HEARING REQUESTED FOR NOVEMBER 12, 2024, 9:30 A.M.

1. Debtor respectfully requests that hearing be set on this matter on November 12, 

2024, at 9:30 a.m.

2. Debtor will file a motion for expedited hearing concurrently with the filing of this 

Motion.

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INTRODUCTION

3. This Motion seeks approval, pursuant to Sections 105(a), 362, 363 and 365 of Title 

11 of the United States Code (“Bankruptcy Code” or “Code”) and Rules 4001, 6004, 6006 and 

9019 of the Federal Rules of Bankruptcy Procedure (“Bankruptcy Rules”) of a global resolution 

(the “Resolution”) between the Debtor and Vertical Bridge REIT, LLC and its affiliates 

(collectively “Vertical Bridge”).

JURISDICTION AND VENUE

4. This Court has jurisdiction over this Motion pursuant to 28 U.S.C. §§157 and 1334. 

5. This matter constitutes a core proceeding under 28 U.S.C. §157(b).

6. Venue is proper under 28 U.S.C. §§1408 and 1409.

7. The statutory predicates for the relief sought in this Motion include Code §§ 105(a), 

362, 363 and 365 and Bankruptcy Rules 4001, 6004, 6006 and 9019.

8. The Court has constitutional authority to decide this Motion under Stern v. 

Marshall, 564 U.S. 462 (2011) and its progeny.

FACTUAL BACKGROUND

9. On March 26, 2024, (the “Petition Date”) Debtor commenced the underlying 

bankruptcy case (the “Bankruptcy Case”) by the filing of a voluntary Chapter 11 petition.

10. Debtor continues to exist and manage this case as debtor in possession. 

11. Prior to the Petition Date, Debtor and Vertical Bridge had entered into a Master 

Lease for communications space between the parties that was executed on February 26, 2018 (the 

“Master Lease”), and its accompanying lease supplements (“Lease Supplements,” and together 

with the Master Lease, the “Subject Leases”).

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12. Prior to the Petition Date, Debtor and Vertical Bridge were parties to a lawsuit 

entitled Vertical Bridge REIT, LLC v. High Plains Radio Network, LLC, docketed with the Circuit 

Court of the Fifteenth Judicial Circuit in and for Palm Beach County, Florida, at docket No. 50-

2022-CA-001423 (the “Lawsuit”). In the Lawsuit, Vertical Bridge (a) made certain allegations and 

plead certain causes of action relating to the Subject Leases; and (b) filed a motion to enforce 

Debtors the obligations of the Debtor under a May 20, 2022 settlement agreement executed by 

Debtor and Vertical Bridge. Debtor opposed such relief sought therein by asserting, inter alia, that 

it signed the May 20, 2022 settlement agreement under duress and that it was fraudulently induced 

to sign the Subject Leases. The Lawsuit was stayed by the filing of the Bankruptcy Case.

13. On April 30, 2024, Vertical Bridge filed the Motion of Creditor Vertical Bridge for 

Entry of an Order (I) Granting Vertical Bridge Relief from the Automatic Stay, or (II) 

Alternatively, Granting (a) Adequate Protection to Vertical Bridge with Immediate Payment of its 

Administrative Claim for Post-Petition Rent and (b) Compelling Immediate Assumption or 

Rejection of Unexpired Leases of Nonresidential Real Property (Docket No. 65 and 66) (the 

“Vertical Bridge Motion”).

14. In the Vertical Bridge Motion, Vertical Bridge sought relief from the automatic stay 

to enforce its obligations under the Subject Leases and continue the Lawsuit to judgment or, 

alternatively, to compel immediate payment of the post-petition obligations under the Subject 

Leases, adequate protection of its rights under the Subject Leases, and immediately assumption or 

rejection of the Subject Leases.

15. On June 4, 2024, Vertical Bridge filed Proof of Claim 27 in the total amount of 

$4,546,618.86, which also included an asserted right to setoff in the amount of $60,893.56, against 

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certain obligations allegedly owed by Vertical Bridge to Debtor pursuant to the Ground Rent

(“Vertical Bridge Proof of Claim 27”).

16. On April 30, 2024 and May 1, 2024, respectively, Debtor filed (a) Debtor High 

Plains Radio Network, LLCs Response and Objections to Creditor Vertical Bridge’s Motion for 

Entry of an Order (I) Granting Vertical Bridge Relief from the Automatic Stay, or 

(II) Alternatively, Granting (A) Adequate Protection to Vertical Bridge with Immediate Payment 

of its Administrative Claim for Post-Petition Rent and (B) Compelling Immediate Assumption or 

rejection of Unexpired Leases of Nonresidential Real Property (Re: Docket No. 65) and (b) Motion 

to Discontinue Utility Service at Vertical Bridge REIT LLC Inactive and/or Rejected Locations

(Docket No. 70) (the “Debtor Motions” and with the Vertical Bridge Motion, the “Pending 

Motions”).

17. On May 14, 2024, Debtor filed its response to the Vertical Bridge Motion (Docket 

No. 93 and 94). On May 21, 2024, Vertical Bridge filed its response to the Debtor Motions (Docket 

No. 110) and Reply in Support of the Vertical Bridge Motion (Docket No. 111).

18. The parties have engaged in efforts to resolve (a) Pending Motions, (b) the 

allegations and defenses in the Lawsuit as set forth in the “Agreed Judgment” submitted herewith, 

and (c) proposed treatment of the Subject Leases in connection with the ongoing efforts to sell all 

of the assets of the Debtor in connection with this Bankruptcy Case (the “Resolution Agreement”). 

19. The parties have negotiated together and with the assistance of the Subchapter V 

Trustee.

20. In lieu of further litigation, the Debtor and Vertical Bridge have reached an 

agreement to resolve all remaining issues and controversies between them, which agreement is 

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contained in (1) the Resolution Agreement attached hereto as Exhibit H043 and (2) the Agreed 

Judgment attached hereto as Exhibit H045.

21. The main points of the Resolution Agreement as set forth in Exhibit H043 include 

that:

a. HPRN shall pay administrative rent in the amount of $5,000 per month 

accruing from April, 2024 forward through and until a final disposition of 

the Subject Leases, and a schedule for the payment of these amounts; 

b. HPRN will continue the sale process, and the cure amount for the Subject 

Leases shall be $10,000 per each Subject Lease (in addition to any unpaid 

administrative rent) plus Additional Rent as might be due under each 

Subject Lease up to a maximum additional amount of $10,000 per each 

Subject Lease;

c. the potential for the rejection of any of the Subject Leases which are not 

part of a sales transaction; and

d. the ability of Vertical Bridge to file a rejection damages claim with respect 

to any of the Subject Leases that are not assumed and/or assigned.

22. The main points of the Agreed Judgment, which will be filed in the Lawsuit as set 

forth in Exhibit H045 include that:

a. The parties agree to resolve the Lawsuit by execution of the Agreed 

Judgment, which includes, inter alia, (a) reduction of the amount of Vertical 

Bridge’s Proof of Claim 27 to the agreed amount of $1,500,000, (b) 

withdrawal of HPRN’s defenses to Vertical Bridge’s claims in the Lawsuit, 

(c) mutual releases of the claims arising prior to the Petition Date, and (d) 

entry of a Notice of Withdrawal of Defenses and Stipulation to Judgment in 

the Florida Court, as specifically detailed in the Agreed Judgment.

b. The automatic stay will be modified to allow the Agreed Judgment to be 

filed in the Florida Court, in order to settle and resolve the disputes in the 

Lawsuit.

c. Upon entry of the Agreed Judgment by the Florida Court, Vertical Bridge’s 

Proof of Claim 27 shall be an allowed general unsecured claim as of the 

Petition Date in the amount of $1,500,000.00, without prejudice to any 

administrative claim and/or Rejection Claim (as defined in the Resolution 

Agreement) which Vertical Bridge may later assert in the Bankruptcy Case, 

provided that any such administrative claims for rent under the Subject 

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Leases and/or Rejection Claim shall be limited as provided in the 

Resolution Agreement and order thereon (the “9019 Order”).

d. To the extent there is any conflict between the Resolution Agreement and 

the Agreed Judgment, with respect to any dispute that relates to any matter 

arising post-Petition Date, this Agreement shall govern; and, with respect 

to any dispute that relates to any matter arising pre-Petition Date, the Agreed 

Judgment shall govern. 

RELIEF REQUESTED

23. Pursuant to Code §§ 105(a), 362, 363 and 365 Bankruptcy Rules 4001, 6004, 6006 

and 9019, the Debtor respectfully requests that the Court approve the Resolution between Vertical 

Bridge and HPRN.

24. A proposed form the 9019 Order is submitted with this Motion and is incorporated 

by reference herein.

25. Notwithstanding anything Bankruptcy Rules 4001(a)(3) and 6004(h), Debtor 

requests that the 9019 Order be effective and enforceable immediately upon entry thereof.

26. The Debtor advises creditors and parties in interest that the form and content of 

the proposed Resolution Agreement and the 9019 Order may change prior to at the hearing on 

this Motion in order to more clearly reflect the Resolution among the parties and/or to addressed 

comments and/or objections of any parties.

BASIS OF RELIEF

27. The Court must determine whether or not to approve compromises of existing 

controversies. The Court may approve the settlement if they are fair and equitable. In re Matter of 

AWECO, Inc., 725 F.2d 293 (5th Cir. 1984). 

28. A proposed settlement must be “fair and equitable” and in the best interests of the 

estate. See In re Moore, 608 F. 3d 253, 263 (5th Cir. 2010) (internal citations omitted). 

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29. Five factors inform the “fair and equitable” analysis: (1) the probability of success 

in the litigation, with due consideration for the uncertainty in fact and law; (2) the complexity and 

likely duration of the litigation and any attendant expense, inconvenience, and delay, including the 

difficulties, if any, to be encountered in the matter of collection; (3) the paramount interest of the 

creditors and a proper deference to their respective views; (4) the extent to which the settlement is 

truly the product of arm’s-length bargaining and not fraud or collusion; and (5) all other factors 

bearing on the wisdom of the compromise. See id.

30. The Resolution between HPRN and Vertical Bridge satisfies all of the Moore

factors.

a. First, although HPRN believes that ultimately a reasonable chance has 

existed to prevail in the Lawsuit, the ultimate outcome was uncertain 

because there was a prior settlement of the Lawsuit, which did not raise 

duress or fraud as a defense. Given the law’s preference for enforcing 

settlements, HPRN faced an uphill and uncertain battle to present its 

defenses and avoid enforcement of the settlement and a significant 

judgment. Continued litigation of the Lawsuit was also going to involve 

significant expense and exposure, which is greatly reduced and mitigated in 

the Resolution Agreement.

b. Second, the Lawsuit, whether removed to this Court or whether it would 

have proceeded to conclusion in the Florida state court, would have required 

the expenditure of significant additional resources by HPRN, and the 

outcome would have delayed a resolution of this Bankruptcy Case and 

required more time than the time which is necessary to conduct a sale 

process.

c. Third, the overall settlement facilitates the long-contemplated sale process

of HPRN, which will benefit the overall body of creditors which 

overwhelmingly consist of equipment lenders other than Vertical Bridge.

d. Fourth, the settlement truly is the product of arm’s-length and hard fought

negotiations which have occurred in painstaking detail with respect to the 

elements of each settlement document over the course of this summer to the 

point of the filing of this Motion.

e. Fifth, this settlement resolves the fundamental economic and legal difficult 

facing HPRN before bankruptcy and which precipitated the commencement 

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of this Bankruptcy Case, and now allows for HPRN to maximize the value 

of its assets through the sales process.

31. Additional factors and analysis may be presented at the hearing on this Motion or 

presented in amended and/or supplemental pleadings prior to the hearing.

RESERVATION OF RIGHTS

32. The Debtor reserves the right to amend and/or supplement this pleading at any time 

prior to the preliminary hearing and/or the final hearing with respect to the Motion.

CONCLUSION AND PRAYER

WHEREFORE, High Plains Radio Network, LLC, Debtor and Debtor in Possession, 

respectfully requests that the Court approve the Resolution between the Debtor and Vertical Bridge

as reflected in the Resolution Agreement, authorize the Debtor to execute any final Resolution

Agreement in substantial conformity with the Resolution Agreement, and grant such other and 

further relief to which the Debtor may be entitled at law or in equity.

Dated: November 4, 2024 Respectfully submitted:

WEYCER, KAPLAN, PULASKI & ZUBER, P.C.

By: /s/ Jeff Carruth

JEFF CARRUTH (TX SBN: 24001846)

2608 Hibernia, Suite 105

Dallas, TX 75204-2514

Telephone: (713) 341-1158

Fax: (713) 961-5341

E-mail: jcarruth@wkpz.com

ATTORNEYS FOR

HIGH PLAINS RADIO NETWORK, LLC

DEBTOR AND DEBTOR IN POSSESSION

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CERTIFICATE OF SERVICE

The undersigned hereby certifies that a true and correct copy of the foregoing was served on 

November 4, 2024 (1) by electronic notice to all ECF users who have appeared in this case to date, 

and/or as set forth below and/or (2) by regular mail to all parties entitled to notice under 

Bankruptcy Rule 2002(a), 4001 and/or 6004(a). Debtor also will file a supplemental certificate of 

service as to this Motion.

COPIES OF THE EXHIBITS WERE NOT SERVED BY REGULAR MAIL. PLEASE 

CONTACT THE UNDERSIGNED IF YOU WISH TO RECEIVE THE EXHIBITS.

/s/Jeff Carruth

Jeff Carruth

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ECF NOTICE LIST

24-70089-swe11 Notice will be electronically mailed to (duplicates deleted): 

Christopher V. Arisco on behalf of Creditor Midland States Bank d/b/a Midland Equipment Finance 

carisco@padfieldstout.com

Owen Colin Babcock on behalf of Creditor Balboa Capital Corporation 

obabcock@padfieldstout.com

Jeffery D. Carruth on behalf of Debtor High Plains Radio Network, LLC 

jcarruth@wkpz.com, 

jcarruth@aol.com;atty_carruth@trustesolutions.com;carruthjr87698@notify.bestcase.com;ATTY_CARRUTH@bluestylus.com;j

carruth@ecf.courtdrive.com

Paul H. Cross on behalf of Creditor Hanmi Bank 

phclease@msn.com

JaKayla DaBera on behalf of Creditor BankFinancial, N.A. 

jdabera@krcl.com, jdabera@ecf.courtdrive.com;ecf@krcl.com

John Easter on behalf of Creditor Pawnee Leasing Corporation 

jeaster@padfieldstout.com

Shanna M. Kaminski on behalf of Interested Party Union Funding Source, Inc. 

skaminski@kaminskilawpllc.com

Sherrel K. Knighton on behalf of Creditor Malakoff ISD 

Sherrel.Knighton@lgbs.com, Dora.CasianoPerez@lgbs.com;Sean.French@lgbs.com;Eva.Parker@lgbs.com;Alexis.Hall@lgbs.com;Dallas.Bankruptcy@lgbs.com

Matthew F. Kye on behalf of Creditor Amur Equipment Finance, Inc. 

mkye@kyelaw.com, dsullivan@kyelaw.com

Julie Anne Parsons on behalf of Creditor The County of Stephens, Texas 

jparsons@mvbalaw.com, 

karla.alexander@mvbalaw.com;theresa.king@mvbalaw.com;juanie.montalvo@mvbalaw.com;julie.parsons@ecf.courtdrive.com

Michael P. Ridulfo on behalf of Creditor BankFinancial, N.A. 

mridulfo@krcl.com, rcoles@krcl.com, scallier@krcl.com;mridulfo@ecf.courtdrive.com

Scott M. Seidel -SBRA V 

scott@scottseidel.com, csms11@trustesolutions.net;susan.seidel@earthlink.net

Dawn Whalen Theiss on behalf of Creditor Small Business Administration 

dawn.theiss@usdoj.gov, brooke.lewis@usdoj.gov;CaseView.ECF@usdoj.gov

United States Trustee 

ustpregion06.da.ecf@usdoj.gov

David Weitman on behalf of Creditor Vertical Bridge REIT, LLC 

david.weitman@klgates.com

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REGULAR MAIL LIST / MATRIX

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PROPOSED ORDER

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EXHIBIT H043

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RESOLUTION AGREEMENT

I. Parties

The following persons are the parties (collectively, the “Parties”) to this Resolution Agreement

(the “Agreement” or “Resolution Agreement”). The Effective Date of this Agreement is defined 

below.

1.01 High Plains Radio Network, LLC a Texas limited liability company (“HPRN” or the 

“Debtor”).

1.02 Vertical Bridge REIT, LLC, a Florida limited liability company, for itself and its affiliates

(collectively “Vertical Bridge”).

II. Rules of Construction and Definitions

2.01 Party names and terms are defined under Article I of this Agreement.

2.02 All exhibits referenced and described in this Agreement are incorporated by reference 

herein as if fully set forth verbatim. 

2.03 “9019 Motion” means and refers to the Motion of Debtor to Approve Resolution Agreement 

with Vertical Bridge REIT, LLC (Docket No. 220) filed or to be filed in the Bankruptcy 

Case.

2.04 “9019 Order” means and refers to the final, non-appealable Order Granting Motion of 

Debtor to Approve Resolution Agreement with Vertical Bridge REIT, LLC (Re: Docket No. 

220) entered or to be entered in the Bankruptcy Case, and which 9019 Order shall dispose 

of the Pending Motions, in the form attached hereto as Exhibit H044. 

2.05 “Agreed Judgment” means and refers to the Settlement Agreement and Mutual Release to 

resolve the Lawsuit, in the form attached hereto as Exhibit H045.

2.06 “Agreement” means and refers to this Resolution Agreement.

2.07 “Bankruptcy Case” means and refers to Case No. 24-70089, In re High Plains Radio 

Network, LLC, pending in the United States Bankruptcy Court for the Northern District of 

Texas, Wichita Falls Division.

2.08 “Bankruptcy Court” or “Court” means and refers to the Bankruptcy Court presiding over 

the Bankruptcy Case.

2.09 “Code” means and refers to the United States Bankruptcy Code, Title 11 United States 

Code, 11 U.S.C. §101 et seq.

2.10 “Debtor Motions” means and refers to (a) Debtor High Plains Radio Network, LLCs 

Response and Objections to Creditor Vertical Bridge’s Motion for Entry of an Order 

(I) Granting Vertical Bridge Relief from the Automatic Stay, or (II) Alternatively, Granting 

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(A) Adequate Protection to Vertical Bridge with Immediate Payment of its Administrative 

Claim for Post-Petition Rent and (B) Compelling Immediate Assumption or rejection of 

Unexpired Leases of Nonresidential Real Property (Re: Docket No. 65) and (b) Motion to 

Discontinue Utility Service at Vertical Bridge REIT LLC Inactive and/or Rejected 

Locations (Docket No. 70)

2.11 “Effective Date” means and refers to the date on which the Bankruptcy Court enters the 

9019 Order and it becomes final and non-appealable.

2.12 “Florida Court” means the Fifteenth Judicial Circuit in and for Palm Beach County, 

Florida.

2.13 “Ground Rent” means and refers to the monthly rental owed by Vertical Bridge to HPRN

relating to the ground lease(s) of location US-TX-5163, US-TX-5164, US-OK-5007, USOK-5016 by HPRN as landlord to Vertical Bridge as tenant.

2.14 “Lawsuit” means and refers to Case No. 50-2022-CA-001423; Vertical Bridge REIT, LLC 

v. High Plains Radio Network, LLC, in the Circuit Court of the Fifteenth Judicial Circuit 

in and for Palm Beach County, Florida.

2.15 “Pending Motions” means and refers to, collectively, the Vertical Bridge Motion and 

Debtor Motions.

2.16 “Petition Date” means March 26, 2024.

2.17 “Radio Station Assets” means the Debtor’s radio stations, including the equipment and 

other personal property, licenses including the FCC licenses, executory contracts, and 

leases including tower leases proposed to be sold as part of the Sale Process (as defined 

herein).

2.18 “Rejection Claim” means and refer to any general unsecured lease rejection damages claim 

which may be filed by Vertical Bridge in relation to the rejection of any of the Subject

Leases.

2.19 “Subchapter V Trustee” means Scott Seidel in his capacity as the appointed Subchapter V 

Trustee in the Bankruptcy Case.

2.20 “Subject Leases” means and refers any and all tower leases which exist or may have existed 

between the Debtor and Vertical Bridge as of the Petition Date, and consisting of the Master 

Leaseback Agreement dated February 26, 2018 and Lease Supplements (sometimes 

identified as a “Site Lease Agreement”) for the tower leases referenced and described in 

Schedule 001 attached hereto and incorporated by reference herein.

2.21 “Three Station Group” means and refers to the three stations which the Debtor sold prepetition but which stations broadcast from VBR towers as of the Petition Date, and which 

consist of KLVT-AM, KWKQ-FM, and KLXK-FM.

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2.22 “Vertical Bridge Motion” means and refers to Motion of Creditor Vertical Bridge for Entry 

of an Order (I) Granting Vertical Bridge Relief from the Automatic Stay, or (II) 

Alternatively, Granting (a) Adequate Protection to Vertical Bridge with Immediate 

Payment of its Administrative Claim for Post-Petition Rent and (b) Compelling Immediate 

Assumption or Rejection of Unexpired Leases of Nonresidential Real Property (Docket No. 

65 and 66) filed by Vertical Bridge in the Bankruptcy Case.

2.23 “Vertical Bridge Proof of Claim 27” means the Proof of Claim in the total amount of 

$4,546,618.86 including certain (a) defined back rent, (b) monthly rent obligations from 

June 2023 to the Petition Date, (c) certain defined late fees, (d) and attorneys’ fees filed in 

the Bankruptcy Case by Vertical Bridge on or about June 4, 2024 as Claim No. 27.

2.24 Defined terms which are not a proper noun need not be capitalized in order to carry the 

meaning provided in this Article II of this Agreement.

III. Recitals

3.01 Prior to the Petition Date, Debtor and Vertical Bridge were parties to the Lawsuit; whereby 

Vertical Bridge (a) made certain allegations and pleaded certain causes of action relating 

to the Subject Leases; and (b) filed a motion to enforce the obligations of the Debtor under 

a May 20, 2022 settlement agreement executed by Debtor and Vertical Bridge. Debtor 

opposed such relief sought in by asserting, inter alia, that it signed the May 20, 2022 

settlement agreement under duress and that it was fraudulently induced to sign the Subject 

Leases. The Lawsuit was stayed by the filing of the Bankruptcy Case.

3.02 On April 30, 2024, Vertical Bridge filed the Vertical Bridge Motion. In the Vertical Bridge 

Motion, Vertical Bridge sought relief from the automatic stay to enforce its obligations 

under the Subject Leases and continue the Lawsuit to judgment or, alternatively, to compel 

immediate payment of the post-petition obligations under the Subject Leases, adequate 

protection of its rights under the Subject Leases, and immediately assumption or rejection 

of the Subject Leases.

3.03 On June 4, 2024, filed the Vertical Bridge Proof of Claim 27 in the total amount of 

$4,546,618.86, which also included an asserted right to setoff in the amount of $60,893.56, 

against certain obligations allegedly owed by Vertical Bridge to Debtor pursuant to the 

Ground Rent.

3.04 On April 30, 2024 and May 1, 2024, respectively, Debtor filed the Debtor Motions. 

3.05 On May 14, 2024, Debtor filed its response to the Vertical Bridge Motion (Docket No. 93 

and 94). On May 21, 2024, Vertical Bridge filed its response to the Debtor Motions 

(Docket No. 110) and Reply in Support of the Vertical Bridge Motion (Docket No. 111).

3.06 The Parties have engaged in efforts to resolve (a) Pending Motions, (b) the allegations and 

defenses in the Lawsuit as set forth in the Agreed Judgment, and (c) proposed treatment of 

the Subject Leases in connection with the expected effort to sell all of the assets of the 

Debtor in connection with this Bankruptcy Case. The Parties have negotiated together and 

with the assistance of the Subchapter V Trustee.

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IV. Acknowledgments and Agreement

NOW THEREFORE, in consideration of the promises and agreements set forth in this Agreement, 

and subject to the approval of the Bankruptcy Court, the Parties by the execution of this Agreement 

hereby agree to the following.

4.01. Effectiveness and Enforceability of this Agreement. The Agreement shall become 

binding and enforceable upon the Parties only upon the 9019 Order being entered by the 

Bankruptcy Court and becoming final and non-appealable. Debtor shall promptly file the 

9019 Motion following the execution of this Agreement.

4.02. Scope of Settlement Agreement — Resolution of Pending Motions. In addition to the 

agreements and obligations set forth herein, this Resolution Agreement and the 9019 Order 

together resolve the Pending Motions. As set forth in the 9019 Order, the Pending Motions 

are resolved without prejudice as provided herein.

4.03. Resolution of the Lawsuit and Allowed Claim. 

a. The Parties agree to resolve the Lawsuit by execution of the Agreed 

Judgment, which includes, inter alia, (a) reduction of the amount of Vertical 

Bridge’s Proof of Claim 27 to the agreed amount of $1,500,000, 

(b) withdrawal of HPRN’s defenses to Vertical Bridge’s claims in the 

Lawsuit, (c) mutual releases of the claims arising prior to the Petition Date, 

and (d) entry of a Notice of Withdrawal of Defenses and Stipulation to 

Judgment in the Florida Court, as specifically detailed in Exhibit 103.

b. The automatic stay will be modified by the 9019 Order to allow the Agreed 

Judgment to be filed in the Florida Court, in order to settle and resolve the 

disputes in the Lawsuit.

c. Upon entry of the Agreed Judgment by the Florida Court, Vertical Bridge’s 

Proof of Claim 27 shall be an allowed general unsecured claim as of the 

Petition Date in the amount of $1,500,000.00, without prejudice to any 

administrative claim and/or Rejection Claim which Vertical Bridge may 

later assert in the Bankruptcy Case, provided that any such administrative 

claims for rent under the Subject Leases and/or Rejection Claim shall be 

limited as provided in this Agreement and the 9019 Order.

d. To the extent there is any conflict between this Agreement and the Agreed 

Judgment, with respect to any dispute that relates to any matter arising postPetition Date, this Agreement shall govern; and, with respect to any dispute 

that relates to any matter arising pre-Petition Date, the Agreed Judgment 

shall govern. 

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4.04. Subject Leases and Sale Process.

a. The Subject Leases remain unexpired as of the Petition Date and may be 

assumed or rejected by the Debtor in accordance with the Code, this 

Agreement, and the 9019 Order.

b. The Debtor promptly shall file the necessary motions and seek to prosecute 

a Code § 363 sale process for all of the assets of the Debtor, utilizing the 

broker engaged by the Debtor, and including the potential assumption and 

assignment of the Subject Leases (the “Sale Process”). Debtor will conduct 

the Sale Process in good faith and actively market all of the existing stations 

and all Subject Leases through January 31, 2025, and Debtor’s deadline to 

assume or reject the Subject Leases pursuant to Code 365(d)(4) shall be 

extended through that date. For the avoidance of doubt, the Debtor’s 

equipment and other property may remain in place at all Subject Lease 

locations to facilitate the Sale Process without increase to the Base 

Administrative Rent or the Additional Administrative Rent, for so long as 

all Base Administrative Rent obligations are timely paid and all of Debtor’s 

maintenance obligations at such towers are observed, including payment of 

utilities and provision of insurance.

c. The Debtor shall consult with Vertical Bridge with respect to the Sale 

Process. Vertical Bridge reserves the right to object to any portion of Sale 

Process that is contrary to this Agreement, the 9019 Order, and/or any other 

order of the Court.

4.05. Disposition of the Subject Leases, Potential Rejection, and Resulting Claim(s).

a. The Debtor will include all of the Subject Leases in the Sale Process for 

potential assumption and/or assignment, subject to further order of the 

Court to approve such assumption and/or assignment, or entry into new 

lease with potential purchaser. 

b. For purpose of this Agreement and the Sale Process, any new, amended, 

and/or restated lease negotiated between Vertical Bridge and any purchaser 

of one or more Radio Station Assets through the Sales Process shall 

constitute the assumption and assignment of each such Subject Lease 

through the Sale Process. The terms of any such new or amended lease shall 

be subject to Vertical Bridge’s acceptance in its sole discretion, which 

acceptance shall not be unreasonably withheld, provided that the maximum 

initial rental rate which Vertical Bridge may seek to charge any potential 

purchaser of the Radio Station Assets or assigned/new tenant under a new 

or modified Subject Lease will not be higher than the rate provided by 

Vertical Bridge with respect to the same location in connection with the 

Sale Process.

c. The Debtor may seek to reject any of the Subject Leases that ultimately are 

not assumed and/or assigned as part of the Sale Process. If the Debtor has 

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not sought to assume or assume and assign a Subject Lease through the Sale 

Process or by separate motion on or before January 31, 2025 (or such later 

date as Vertical Bridge may agree to in writing in its sole discretion), then 

the Subject Leases shall be deemed rejected. The effective date of such 

rejection shall be no earlier than the time that all utilities associated with the 

tower of such Subject Lease have been transferred by Debtor to Vertical 

Bridge and all of Debtor’s personal property has been removed from the 

tower. 

d. The Parties will cooperate in good faith to facilitate such transfer of utilities

and removal of equipment no later than April 1, 2025. For the avoidance 

of doubt, each of the Subject Leases is subject to separate and/or individual 

assumption and/or rejection regardless of any construction of and/or 

limitation within the Master Leaseback Agreement or any other agreement 

between the Parties.

e. Any order of the Court providing for the rejection of any Vertical Bridge 

lease may fix the date by which Vertical Bridge may file a Rejection Claim, 

which may include, but shall not be limited to, amounts due to Vertical 

Bridge under the terms of the Subject Leases for damage to the subject 

premises and any amounts due and owing under the Subject Lease that 

Vertical Bridge has not otherwise expressly waived or settled as part of this 

Resolution Agreement or the Agreed Judgment. Debtor reserves the right 

to object to any Rejection Claim with respect to the amount of such 

Rejection Claim only, and, for the avoidance of doubt, the Debtor shall not 

object to any Rejection Claim based on any purported termination, 

expiration, or rejection of any of the Subject Leases prior to the Petition 

Date.

f. Nothing in this Resolution Agreement shall be deemed as consent by 

Vertical Bridge to an extension of time for the Debtor to assume or reject 

the Subject Leases past January 31, 2025. Nothing in this Resolution 

Agreement shall prohibit Vertical Bridge from providing notice of 

termination of a Subject Lease related to any damaged or destroyed tower 

as provided therein.

4.06. Base Administrative Rent Obligation / Adequate Protection Payment.

a. The administrative rent and/or the adequate protection obligation of the 

Debtor to Vertical Bridge shall accrue in the amount of $5,000 per month

commencing on April 1, 2024 for the month of April 2024 and continuing 

thereafter until further order of the Court (“Base Administrative Rent”). 

Base Administrative Rent will continue to accrue monthly in the same 

amount until earlier of such time as all of the stations associated with the 

Subject Leases have been sold or all of the Subject Leases have been 

rejected.

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b. The Debtor shall pay Vertical Bridge according to the following schedule

in Table 1 below, which includes the Base Administrative Rent of $5,000 

per month, plus additional amounts necessary to catch up for unpaid Base 

Administrative Rent to date (such difference between the monthly amounts 

set forth in Table 1 below and $5,000 per month, the “Catch Up Amount”). 

Upon the completion of the first sale of any of the Radio Station Assets, any 

Catch Up Amount set forth in Table 1 below that the Debtor has not yet paid 

shall become due and payable out of the proceeds of such sale. For the 

avoidance of doubt, any payments in Table 1 that fall due before the 

Effective Date shall be due and payable within two (2) business days of the 

Effective Date.

c. If any Base Administrative Rent is not paid by the Due Date (as set forth in 

Table 1, above) or within seven (7) business days thereafter, Vertical 

Bridge shall have relief from the automatic stay to enforce its rights under 

the Subject Leases upon filing a notice of default with the Court. No further 

motion or order will be required.

d. No failure of the Debtor to pay rent will relieve the estate of the Base

Administrative Rent or Additional Administrative Rent, as applicable. No 

rejection of a Subject Lease will relieve the estate of the obligation to pay 

any Base Administrative Rent (including any Catch Up Amount) accrued 

prior to the effective date of rejection.

e. Vertical Bridge will commence negotiations with the Three Station Group

to enter into new tower leases between Vertical Bridge and any of the Three 

Station Group. 

f. If a new tower lease is executed with one of the Three Station Group (the 

terms of which are subject to Vertical Bridge’s acceptance in its sole 

discretion), the Parties agree that the rejection of the corresponding Subject 

Lease of the Debtor relating to the particular Three Station Group location

will occur upon the effective date of the new lease. Vertical Bridge may 

Due Date Base Admin Rent Catch Up Amount Total Amount

8/29/2024 5,000.00 5,000.00 (for 4/2024) 10,000.00

9/20/2024 5,000.00 2,500.00 (for 5/2024) 7,500.00

10/20/2024 5,000.00 2,500.00 (for 5/2024) 7,500.00

11/20/2024 5,000.00 2,500.00 (for 6/2024) 7,500.00

12/20/2024 5,000.00 2,500.00 (for 6/2024) 7,500.00

1/20/2025 5,000.00 2,500.00 (for 7/2024) 7,500.00

2/20/2025 5,000.00 2,500.00 (for 7/2024) 7,500.00

3/20/2025 5,000.00 0.00 5,000.00

4/20/2025 5,000.00 0.00 5,000.00

(Continued as needed) 5,000.00 0 5,000.00

Table 1

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file a Rejection Claim related to the rejected Subject Lease for the difference 

between the rejected Subject Lease and the new tower lease, if any.

g. Entry into a new lease with one of the Three Station Group shall not reduce 

the amount of the Base Administrative Rent.

4.07. Additional Administrative Rent Claim. 

a. If a station associated with a Subject Lease is sold by the Debtor and the 

Subject Lease related to such station is assumed and assigned to the buyer 

or the buyer of such station enters into a new lease with Vertical Bridge 

related to such station, then Vertical Bridge shall be allowed an additional 

administrative claim associated with each such station in the amount of 

$10,000, to be paid in full at closing of the sale (an “Additional 

Administrative Rent”). The Additional Administrative Rent shall be in lieu 

of and shall satisfy any cure claim associated with each Subject Lease under 

Code § 365(b)(1), and thus shall fully satisfy any cure obligation(s) when 

paid. The Additional Administrative Rent shall not reduce the amount of 

Vertical Bridge’s Proof of Claim 27 or any Rejection Claim.

i. The Additional Administrative Rent claim may be increased to 

include any amounts which Debtor otherwise would be liable under 

the Subject Leases for any money or charges of whatsoever nature 

as required to be paid by HPRN under the terms of the Subject 

Lease as “Additional Rent,” and shall be capped at a maximum 

amount of $10,000 per each Subject Lease, provided that such cap 

shall not apply to any Subject Lease related to the Three Station 

Group.

b. If the Debtor seeks to reorganize all or some of its existing business under 

a Chapter 11 plan outside of the Sale Process, then, in addition to any Base 

Administrative Rent claim, Vertical Bridge shall be allowed an Additional 

Administrative Rent claim in the amount of $10,000 for each such station 

associated with a Vertical Bridge Subject Lease that is to be operated by the 

Debtor after reorganization, and such $10,000 when paid shall satisfy any 

cure claim for purposes of assuming each such Subject Lease under a 

confirmed chapter 11 plan. The Additional Administrative Rent claim shall 

not reduce the amount of Vertical Bridge’s Proof of Claim 27 or any 

Rejection Claim. Such Additional Administrative Rent claim shall be paid 

as provided in the confirmed plan.

i. The Additional Administrative Rent claim may be increased to

include any amounts which Debtor otherwise would be liable under 

the Subject Leases for any money or charges of whatsoever nature 

as required to be paid by HPRN under the terms of the Subject 

Lease as “Additional Rent” and shall be capped at a maximum 

amount of $10,000 per each Subject Lease.

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4.08. Limited Overall Scope of VBR Claims. For the avoidance of doubt, all of the claims 

and/or potential claims of Vertical Bridge which may be asserted against the Debtor in 

connection with the Subject Leases and/or the Bankruptcy Case are controlled by this 

Resolution Agreement, the 9019 Order, and the Agreed Judgment.

4.09. Ground Rent owed to HPRN by Vertical Bridge. 

a. Any Ground Rent allegedly owed by Vertical Bridge prior to the Petition 

Date is deemed resolved and satisfied by the Agreed Judgment.

b. From and after the Petition Date, any Ground Rent that may be claimed by 

the Debtor against or from Vertical Bridge related to locations identified as 

US-TX-5163, US-TX-5164, US-OK-5007, US-OK-5016 shall be deemed 

satisfied through June 30, 2030, and will not be deducted from any Base 

Administrative Rent or Additional Administrative Rent.

4.10. Power to the Towers and Insurance. The Debtor shall continue to supply electricity and 

maintain Debtor’s other obligations under the Subject Leases (including provision of 

insurance) at the towers involved in the Subject Leases at the expense of the Debtor through 

and until the assignment and/or final disposition of each of the Subject Leases. If Debtor 

fails to maintain such obligations, Vertical Bridge shall have relief from the automatic stay 

to enforce its rights under the Subject Leases upon filing a notice of default with the Court.

4.11. Notices. Any notices that are required by this Agreement or that may otherwise be given 

regarding the subject matter of the Agreement shall be given to each of the Parties at each 

Party’s last known addresses and to their respective attorney(s). Any notice to the attorneys 

may be accomplished by email if also accompanied by a writing sent by fax and/or regular 

mail. 

4.12. Warranty of Non-Transfer. Each Party warrants and represents to the others that they 

are the sole and exclusive owner of all matters being confirmed herein and of the claims 

asserted against the other and that no Party has assigned, transferred, licensed, sold, or 

encumbered to any person or entity not a party to this Agreement any such items or any 

part or portion thereof and each Party shall defend, indemnify and hold harmless each other 

Party from and against any claim including the payment of attorneys’ fees and costs 

actually incurred whether or not litigation is commenced based on or in connection with or 

arising out of any such assignment, transfer, lien, sale, or encumbrance made.

4.13. Time is of the Essence. Time is of the essence with respect to the obligations under this 

Settlement Agreement.

4.14. Binding Effect.

a. This Agreement, including the Exhibits hereto, is fully integrated and 

contains the entire agreement of the Parties with respect to the subject 

matter addressed herein and may not be contradicted except by a writing 

signed by the Parties. The terms of this Agreement are contractual and are 

not mere recitals.

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b. The Parties acknowledge that this Agreement is executed after negotiations 

between and among representatives of the Parties hereto. The Parties agree 

that: (a) each Party and its attorneys have conducted their own investigation 

concerning the facts surrounding the matters covered by this Agreement and 

in voluntarily choosing to execute this Agreement, have relied upon their 

own analyses of such facts and not on any information furnished by any 

other Party or their representatives; (b) there are no oral or other written 

agreements concerning the subject matter of this Agreement; and (c) any 

right to rely on any oral or written statement of any Party or any failure of 

any Party to state any fact is expressly waived and released, it being the 

intent of the Parties hereto to waive any claims for fraudulent inducement. 

c. If an ambiguity or question of intent or interpretation arises, the Agreement 

will be construed as if drafted jointly by the Parties and no presumption or 

burden of proof will arise favoring or disfavoring any Party because of the 

authorship of any provision of the Agreement. 

d. This Agreement is binding upon and inures to the benefit of each of the 

Parties and their respective partners, parents, subsidiaries, affiliates, agents, 

attorneys, representatives, servants, officers, directors, employees, heirs, 

and personal representatives. 

e. This Agreement shall be binding upon and inure to the benefit of the Parties 

and their respective successors and assigns. 

f. This Agreement is personal to the Parties hereto and are not intended to 

create any right in any person who is not a Party to this Agreement, except 

as otherwise set forth herein. The Parties are legally competent to execute 

this Agreement.

4.15. No Other Representations or Warranties. The Parties acknowledge that no 

representations or warranties of any kind have been made by anyone to induce the signing 

of this Agreement other than as expressly set forth in this Agreement. 

4.16. Amendment; Waiver. This Agreement may be amended or modified only explicitly in a 

writing signed by all of the Parties. No compliance with any condition or covenant set 

forth herein may be waived other than by a writing executed by the Party waiving 

compliance. No failure or delay by a Party in exercising any right, power, or privilege 

hereunder shall operate as a waiver thereof nor shall any single or partial exercise thereof 

preclude any other or further exercise thereof or the exercise of any other right, power, or 

privilege. Any such amendments or modifications may be made as of any effective date 

specified therein, notwithstanding the actual date of the execution of the amendment.

4.17. Miscellaneous.

a. Allocation of expenses. Except as expressly provided elsewhere in this 

Agreement and;/or the 9019 Order, each Party shall bear, pay, and 

discharge all of their own expenses (including, but not limited to, attorneys’ 

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fees, court costs and other expenses) incurred in connection with, arising 

from and relating to the disputes, litigation referenced herein, the additional 

transactions referenced in this Agreement, and the negotiation, execution, 

and performance of this Agreement.

b. Further assurances. Each of the Parties shall execute and deliver (and shall 

cooperate in the execution and delivery of) all the documents reasonably 

necessary to evidence or perfect the terms of this Agreement. 

c. Multiple counterparts. This Agreement may be executed in multiple 

counterparts, each of which shall be deemed an original, but all of which 

shall constitute one Agreement. The Parties further agree that copies of this 

Agreement and any of the attached Exhibits, including any facsimile copies 

or .pdf file copies with signatures, shall be binding and treated as original 

agreements. 

d. Headings, construction of words. The paragraph headings contained in 

this Agreement are for convenience only. Whenever appropriate, the 

masculine gender may include the feminine or neuter, the singular, the 

plural, and vice versa. 

e. Severability. Should any portion(s) of this Agreement be declared to be 

illegal or unenforceable by a court of competent jurisdiction, then the 

remaining portions of this Agreement not affected by such judicial 

declaration shall remain in full force and effect and thereby bind the Parties. 

f. Extensions of time. Any deadline falling on a Saturday, Sunday, or state 

or federal legal holiday shall be extended to the immediate next day which 

is not a Saturday, Sunday, or legal holiday.

{continued on following sheet}

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HIGH PLAINS RADIO NETWORK, 

LLC

a Texas limited liability company

By:

Its: President/Manager

VERTICAL BRIDGE REIT, LLC

By:

Its: 

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SCHEDULE 001

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UNITED STATES BANKRUPTCY COURT 

NORTHERN DISTRICT OF TEXAS 

WICHITA FALLS DIVISION 

IN RE: § 

§ HIGH PLAINS RADIO NETWORK, § CASE NO. 24-70089-swel1 

LLC, § 

DEBTOR. § 

 § 

ORDER GRANTING MOTION OF DEBTOR TO APPROVE 

RESOLUTION AGREEMENT WITH VERTICAL BRIDGE REIT, LLC 

 AND ITS AFFILIATES (RE: DOCKET NO. 220) 

On November 12, 2024, the Court conducted a hearing regarding the Motion of Debtor to 

Approve Resolution Agreement with Vertical Bridge REIT, LLC and Its Affiliates (Docket No. 220) 

(the “Motion”) filed herein on November 4, 2024 by High Plains Radio Network, LLC, Debtor 

and Debtor in Possession in the above-captioned case (the “Debtor’). 

The Court finds and concludes that: (a) the Court has jurisdiction over the Motion and the 

relief requested therein pursuant to 28 USC §§ 157 and 1134, (b) based upon the certificate of 

service attached to the Motion, good and sufficient notice of the Motion has been given under the 

Federal and Local Bankruptcy Rules, (c) no party in interest filed a response or objection to the 

Motion or any such response or objection is overruled by this Order, and (d) upon review of the 

record of this case and with respect to the Motion that (i) the relief requested by the Motion is an 

exercise of the Debtor’s sound business judgment and in the bet interest of the Debtor’s estate, 

 

(ii) cause exists to grant the relief requested therein, including relief from the automatic stay, and 

ORDER GRANTING MOTION OF DEBTOR TO APPROVE RESOLUTION AGREEMENT WITH VERTICAL 

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(iii) the settlements contained in the Motion involve litigation that would be complicated, 

protracted, expensive, and uncertain and will cause delay and potential diminution of the estate; 

the Parties are represented by competent and experienced counsel; the settlements were negotiated 

at arms’ length by the Parties, and the proposed settlements are equitable, fair and reasonable, and 

in the best interests of the Debtor and the Debtor’s estate. 

NOW, THEREFORE, IT IS THEREFORE ORDERED THAT: 

1. The Motion is granted as set forth herein. 

2. All capitalized terms shall have the same meanings as ascribed to such terms in the 

Motion, unless otherwise defined herein. 

3. The Debtor is authorized to execute the Resolution Agreement, attached hereto as 

Exhibit H043, and the Agreed Judgment, attached to the Resolution Agreement, 

each of which is approved in its entirety and as specifically set forth herein. 

 

4. As set forth in the Resolution Agreement, upon entry of the Agreed Judgment, 

Vertical Bridge Proof of Claim 27 shall be deemed an allowed general unsecured 

claim in the amount of $1,500,000.00, which shall be without prejudice to Vertical 

Bridge’s right to assert administrative expense claims and/or Rejection Claim(s) as 

set forth in the Resolution Agreement. 

5. Vertical Bridge shall be entitled to an allowed administrative expense claim in an 

amount calculated in accordance with Sections 4.06 and 4.07 of the Resolution 

Agreement. 

6. Nothing in this Order nor the Resolution Agreement shall be deemed or construed 

as an assumption or rejection of any of the Subject Leases, each of which 

(i) the Debtors shall market as part of the Sale Process and (ii) shall be the subject 

of a future order providing for the assumption, assumption and assignment, 

or rejection thereof in connection with the Sale Process or separate motion of the 

Debtor. If the Debtor has not sought to assume or assume and assign a Subject 

Lease through the Sale Process or by separate motion on or before January 31, 2025 

(or such later date as Vertical Bridge may agree to in writing in its sole discretion), 

then the subject leases shall be deemed rejected. The effective date of such 

rejection shall be no earlier than the time that all utilities associated with the tower 

of such Subject Lease have been transferred by Debtor to Vertical Bridge and all of 

Debtor’s personal property has been removed from the tower. The Debtor and 

Vertical Bridge will cooperate in good faith to facilitate such transfer of utilities 

and removal of equipment no later than April 1, 2025. 

7. To the extent the Debtor ultimately seeks to reject any of the Subject Leases, any 

such order approving such rejection(s) shall specify the date by which Vertical 

Bridge must file a Rejection Claim. Any such Rejection Claim(s) shall remain 

subject to the protections and limitations expressly set forth in the Resolution 

 

Agreement. 

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10. 

11. 

12. 

13. 

Upon entry of this Order, the automatic stay under section 362 of the Bankruptcy 

Code shall be modified solely to the extent necessary to allow the Debtor and 

Vertical Bridge to execute and file the Agreed Judgment with the Florida Court. 

Debtor is authorized to make the Base Administrative Rent payments as set forth 

in the Resolution Agreement. If any Base Administrative Rent is not paid by the 

Due Date or within seven (7) business days thereafter, Vertical Bridge shall have 

relief from the automatic stay to enforce its rights under the Subject Leases upon 

filing a notice of default with the Court. No further motion or order will be required. 

The Debtor and Vertical Bridge are hereby authorized and empowered to undertake 

the actions that are necessary or prudent to implement each of the Resolution 

Agreement and the Agreed Judgment. 

Each of the Debtor and Vertical Bridge and its affiliates is ordered and directed to 

execute and deliver all instruments and documents necessary to effectuate the 

Resolution Agreement. 

Notwithstanding anything Federal Bankruptcy Rules 4001(a)(3) and 6004(h), this 

Order shall be effective and enforceable immediately upon entry hereof. 

The Court shall retain jurisdiction to enforce this Order and the Resolution 

Agreement. 

H#### END OF ORDER ##### 

{continued on following sheet} 

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Submitted by: 

JEFF CARRUTH (TX SBN: 24001846) 

WEYCER, KAPLAN, PULASKI & ZUBER, P.C. 

2608 Hibernia, Suite 105 

Dallas, TX 75204-2514 

Telephone: (713) 341-1158 

Fax: (713) 961-5341 

E-mail: jearruth@wkpz.com 

ATTORNEYS FOR 

HIGH PLAINS RADIO NETWORK, LLC 

DEBTOR AND DEBTOR IN POSSESSION 

APPROVED AS TO FORM: 

WEYCER, KAPLAN, PULASKI & ZUBER, P.C. 

By:__/s/ Jeff Carruth 

JEFF CARRUTH (TX SBN: 24001846) 

2608 Hibernia, Suite 105 

Dallas, TX 75204-2514 

Telephone: (713) 341-1158 

Fax: (713) 961-5341 

E-mail: jearruth@wkpz.com 

 

ATTORNEYS FOR 

HIGH PLAINS RADIO NETWORK, LLC 

DEBTOR AND DEBTOR IN POSSESSION 

K&L Gates LLP 

By: /s/ Brandy Sargent* 

David Weitman 

Texas State Bar No. 21116200 

Brandy Sargent 

(Admitted Pro Hac Vice) 

K&L Gates LLP 

1717 Main Street, Suite 2800 

Dallas, Texas 75201 

T: (214) 939-5500 

F: (214) 939-5849 

david.weitman@klgates.com 

brandy. sargent@klgates.com 

 

COUNSEL FOR VERTICAL BRIDGE REIT, LLC 

 

* Signature by permission by /s/ Jeff Carruth 

ORDER GRANTING MOTION OF DEBTOR TO APPROVE RESOLUTION AGREEMENT WITH VERTICAL 

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SETTLEMENT AGREEMENT AND MUTUAL RELEASE 

This Agreement of Settlement and Mutual Release (hereinafter “Settlement Agreement”’) 

is entered into as of November _, 2024 (the “Effective Date”) by and between Vertical Bridge 

REIT, LLC and its affiliates (collectively “Vertical Bridge”) and High Plains Radio Network, LLC 

(“HPRN”), hereinafter jointly referred to as the “Parties,” and sets forth the terms upon which the 

Parties have agreed to settle any and all claims between the Parties relating in any way to the matter 

of Vertical Bridge REIT, LLC v. High Plains Radio Network, LLC, docketed with the Circuit 

Court of the Fifteenth Judicial Circuit in and for Palm Beach County, Florida, at docket No. 50- 

2022-CA-001423 (the “Lawsuit”). The Effective Date of this Settlement Agreement shall be the 

date upon which the last Party signs. 

WITNESSETH: 

WHEREAS, Vertical Bridge filed the Lawsuit wherein it makes certain allegations and 

plead certain causes of action relating to a Master Lease for communications space between the 

Parties that was executed on February 26, 2018 (the “Master Lease”), and its accompanying lease 

supplements (“Lease Supplements”) (collectively, the “Lease”’). 

WHEREAS, the Parties previously reached a settlement agreement dated May 20, 2022, 

which such agreement was subsequently amended (collectively, the “May 20, 2022 settlement 

agreement”). 

WHEREAS, in July 2023, Vertical Bridge alleges that HPRN stopped performing its 

obligations under the Lease and May 20, 2022 settlement agreement. 

WHEREAS, on August 2, 2023, Vertical Bridge filed a motion to enforce the May 20, 

2022 settlement agreement, which motion HPRN opposed asserting, inter alia, that it signed the 

May 20, 2022 settlement agreement under duress and that it was fraudulently induced to sign the 

Lease. 

WHEREAS, on March 26, 2024, HPRN filed for bankruptcy in connection with which the 

parties have separately settled all claims they may have post-bankruptcy petition relative to the 

Lease Supplements by virtue of a separate agreement. The [m re High Plains Radio Network, LLC 

bankruptcy is currently pending in the United States Bankruptcy Court for the Northern District 

of Texas, Wichita Falls Division (the “Bankruptcy Court”) at case no. 24-70089 (the “Bankruptcy 

Action”). Contemporaneously herewith, HPRN and Vertical Bridge have also negotiated and 

executed a settlement of all disputes related to the Bankruptcy Action (the “Bankruptcy Resolution 

Agreement’). 

WHEREAS, the Parties wish to avoid further delays, expense, burdens, and uncertainties 

of litigation and have reached an amicable resolution of their disputes relative to all amounts owed 

under the Lease and May 20, 2022 settlement agreement (and amendment thereto) prior to March 

26, 2024 as a business accommodation unrelated to the merits of the respective claims and potential 

counterclaims of the Parties. 

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NOW, THEREFORE, in consideration of the agreements, covenants, and conditions 

contained in this Settlement Agreement, and for good and valuable consideration, the receipt and 

sufficiency of which each of the Parties hereby acknowledges, the Parties, intending to be legally 

bound, agree as follows: 

1. STIPULATED JUDGMENT 

In consideration of the promises set forth in this Settlement Agreement, HPRN agrees that 

the Court may enter judgment against it in the Lawsuit in the amount of one million five hundred 

thousand dollars and zero cents ($1,500,000.00) (the “Stipulated Judgment Amount”). HPRN 

acknowledges and agrees that in exchange for the promises set forth in this Settlement Agreement, 

Vertical Bridge has agreed to forego recovery of late fees, or any other costs or damages it claims 

it is entitled to, pursuant to the May 20, 2022 settlement agreement (and amendment thereto), the 

Lease, and the Lawsuit. The Stipulated Judgment Amount shall constitute the full and final 

settlement of any and all claims Vertical Bridge had against HPRN and HPRN had against Vertical 

Bridge as of the date that HPRN filed for bankruptcy—March 26, 2024 (the “Petition Date’’). 

Resolution of the any and all claims arising on or after the Petition Date is accomplished by the 

Bankruptcy Resolution Agreement. 

2. WITHDRAWAL OF DEFENSES 

HPRN further agrees that within five (5) business days of full execution of this Settlement 

Agreement, HPRN will file a Notice of Withdrawal of Defenses and Stipulation to Judgment in 

the Lawsuit whereby it will withdraw all of its defenses, including its fraud and duress defenses. 

HPRN further agrees that it will not raise those defenses again, or state any affirmative claims 

based upon the same factual allegations related to those defenses, in defense of or in support of 

any future lawsuit, but instead waives and dismisses those defenses, claims, and the allegations in 

support thereof, with prejudice. 

3. NON-ADMISSION OF LIABILITY 

This Settlement Agreement is not to be construed in any way as an admission of liability 

by HPRN or Vertical Bridge as to any contract, statute, rule, ordinance, regulation, or common 

law principle; provided, however, that the Lease remains in full force and effect except with respect 

to (a) the total amount due and owing to Vertical Bridge as of the Petition Date and (b) Vertical 

Bridge’s waiver of any “late fees” or “late payment penalties” due with respect to the May 20, 2022 

settlement agreement (and any amendments thereto) as compromised herein. 

4. MUTUAL RELEASE 

In consideration of the withdrawal of defenses and entry of the Stipulated Judgment 

Amount in the Lawsuit, the Parties, intending to be legally bound, do hereby unconditionally and 

irrevocably release and forever discharge each other from and against any and all actual and 

potential claims and causes of action of every nature and description, including any future, known, 

or unknown claims, and causes of action that had accrued as of the Petition Date, and including, 

without limitation, all rights or claims based upon any and all federal, state, and local laws, 

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executive orders, ordinances, constitutions, common laws, statutes, and regulations, and/or related 

to or arising out of the Lawsuit or the May 20, 2022 settlement agreement (and amendment thereto) 

and/or Master Lease and Lease Supplements. This is to be construed as a “MUTUAL RELEASE” 

of all claims, including unknown claims, which the undersigned ever had, may have had, now 

have, or may have in the future against each other, related to or arising out of any claim or 

allegation contained in the Lawsuit. 

5. NON-DISPARAGEMENT 

The Parties agree that they will not make, or cause to be made through a third party, any 

disparaging, insulting, critical, libelous, or slanderous statements or comments regarding the other 

Party, whether verbally, in writing, or electronically, including in connection with any filings with 

the FCC or other public agency. The Parties will take reasonable steps to remove any disparaging 

statements currently posted online or elsewhere and file corrections (to the extent possible) with 

the FCC and other public agencies to remove any such disparaging comments from previous 

filings, within 30 days Notice of the existence of any such statements from the other Party. The 

rights and protections of this Paragraph 7 shall extend to the Parties’ employees, affiliated entities, 

independent contractors, managers, officers, directors, successors, and assigns. “Disparage” shall 

mean to make any statement, written or oral, that casts a negative light of any kind, or implies or 

attributes any negative quality. The Parties agree that the obligations of this Paragraph extend only 

to the responsibility to take steps to remove any such statements, but recognize and agree that 

ultimately the removal of any such statements may not be possible or may otherwise not be in the 

control of the Party which has taken reasonable steps to have them removed. 

6. GOVERNING LAW AND VENUE 

This Settlement Agreement shall in all respects be interpreted, enforced, and governed 

under the laws of the State of Florida. Any action or proceeding to enforce any provision of, or 

based on any right arising out of, this Settlkement Agreement shall be brought exclusively in the 

Circuit Court of the Fifteenth Judicial Circuit in and for Palm Beach County, Florida, which shall 

have exclusive jurisdiction over the parties with respect to any dispute or controversy between 

them arising under or in connection with the Settlement Agreement, the Lease, or any collateral 

document. Each of the parties irrevocably consents to the exclusive jurisdiction of said court (and 

of the appropriate appellate courts) in any such action or proceeding and waives any objection to 

venue laid therein. Process in any action or proceeding may be served on any party anywhere in 

the world. For purposes of construing this Settlement Agreement, this Settlement Agreement shall 

be deemed to have been drafted by all Parties and shall not, therefore, be construed against any 

Party for that reason in any subsequent dispute. 

7. ENTIRE AGREEMENT 

This Settlement Agreement constitutes the entire agreement and understanding of the 

Parties and supersedes all prior negotiations, proposed or otherwise, written or oral, concerning 

the subject matter hereof, except the Lease and Bankruptcy Resolution Agreement. To the extent 

there is any conflict between this Settlement Agreement and the Bankruptcy Resolution 

Agreement, with respect to any dispute that relates to any matter arising post-Petition Date, the 

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Bankruptcy Resolution Agreement shall govern, and with respect to any dispute that relates to 

any matter arising pre-Petition Date, this Settlement Agreement shall govern. Each Party 

acknowledges that in entering into this Settlement Agreement, it has not relied on any promise, 

representation, or warranty not contained in this Settlement Agreement. 

8. SEVERABILITY 

If any portion of this Settlement Agreement is determined to be invalid by law, the Parties 

agree that the remaining portions of this Settlement Agreement not declared invalid will continue 

in full force and effect. 

9. NO ORAL MODIFICATION 

No change or modification of this Settlkement Agreement shall be valid unless it is 

contained in writing and signed by all of the Parties. 

10. PARTIES FURTHER ACKNOWLEDGE 

The Parties further acknowledge that: 

(a) They are entering into this Settlement Agreement freely, voluntarily and of their 

own will, after having had the opportunity to consult with and be advised by the legal counsel of 

their choice; and that none of the Parties have made any representation, statement, promise, 

inducement, threat or suggestion to induce them to sign this Settlement Agreement, except the 

statements expressly set forth herein; 

(b) They have full authority to enter into, deliver, and perform under this Settlement 

Agreement, and that all acts and actions have been taken to grant such authority, and that no thirdparty consent, which has not already been obtained, is required; 

(c) They have not relied on any representation or statement not set forth in this 

Settlement Agreement; and 

(d) They understand and acknowledge that they have been allowed a reasonable period 

of time within which to carefully consider and execute this Settlement Agreement. 

11. COUNTERPARTS 

This Settlement Agreement may be executed simultaneously in counterparts, each of which 

shall be deemed an original, and all such counterparts shall comprise but one agreement. Executed 

counterparts may be exchanged among the Parties in facsimile form or in the form of scanned 

PDFs, and execution in this manner shall be deemed to be execution in the original. 

[THIS SPACE INTENTIONALLY LEFT BLANK] 

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BY SIGNING BELOW, THE PARTIES FURTHER ACKNOWLEDGE THAT THEY HAVE 

CAREFULLY READ THIS SETTLEMENT AGREEMENT. THEY UNDERSTAND THE 

MEANING AND INTENT OF THIS DOCUMENT. THEY HAVE SIGNED IT VOLUNTARILY, 

OF THEIR OWN FREE WILL, WITH THE ADVICE OF COUNSEL, INTENDING TO BE 

LEGALLY BOUND. 

Date: 

Date: 

319254241.7 

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ON BEHALF OF 

VERTICAL BRIDGE REIT, LLC 

 

ON BEHALF OF 

HIGH PLAINS RADIO NETWORK, LLC 

 

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