August 9, 1996
PERSONAL AND CONFIDENTIAL
Xx. Xxxxxxx X. Xxxxx
ABS Communications, Inc.
ABS Communications, L.L.C.
ABS Richmond Partners, L.P.
ABS Richmond Partners II, L.P.
EBF, Inc.
EBF Partners
Acquisition of WKHK-FM, WBZU-FM,
WLEE-FM & WVGO-FM of Richmond, Virginia
Gentlemen:
This letter is intended to set forth basic substantive terms under which
SFX Broadcasting, Inc., or one of its subsidiaries, provided the subsidiary is
guaranteed by SFX Broadcasting, Inc., (together, "SFX") has agreed to acquire
interests in the partnerships owning WKHK-FM and WBZU-FM, and to finance the
acquisition of WLEE-FM and WVGO-FM of Richmond, Virginia (together with
WKHK-FM and WBZU-FM, the "Stations"). This letter represents a binding letter
of intent with no financing contingency (the "Letter") and the parties to this
Letter agree to expeditiously proceed with the good faith negotiation and
execution of the agreements necessary to complete the transaction contemplated
hereby (the "Definitive Agreements").
We understand that Xxxxxxx X. Xxxxx ("Xxx") and ABS Communications,
Inc., a Virginia corporation (the "Corporation"), formed ABS Communications,
L.L.C., a Virginia limited liability company (the "L.C.") on April 29, 1996.
These Members initially own 99% and 1%, respectively, in the L.C. On June 1,
1996, Xxx and the Corporation assigned to the L.C. their rights and
obligations under an Escrow Agreement and a Time Brokerage Agreement. and on
July 15, 1996, Xxx and the Corporation assigned to the L.C. their rights and
obligations under an Asset Purchase Agreement, with Benchmark Communications
Radio Limited Partnership (the Escrow Agreement, the Time Brokerage Agreement
and the Asset Purchase Agreement hereinafter referred to as the "Benchmark
Contracts") with respect to the acquisition of WLEE-FM and WVGO-FM (the
"Benchmark Stations"). SFX acknowledges that it has received copies of the
Benchmark Contracts.
ABS Communications, Inc.
August 9, 1996
Page 2
Xxx and the Corporation also currently own partnership interests in two
Virginia limited partnerships: ABS Richmond Part Partners, L.P. ("RICH-I") and
ABS Richmond Partners II, L.P. ("RICH-II"). The other partners in these
partnerships are EBF, Inc. and EBF Partners (together with Xxx and the
Corporation collectively referred to as the "Current Partners").
The acquisition of the Stations (the "Acquisition") will be effected by
(i) SFX financing the L.C.'s acquisition of the Benchmark Stations under the
Benchmark Contracts and (ii) Xxx and the Corporation contributing all or part
of their interests in RICH-I and RICH-II to the L.C., while SFX will
contribute WMXB-FM and cash necessary to capitalize the L.C. as described
below. Thus, RICH-I and RICH-II will dissolve, terminate, and liquidate into
the L.C.
First, SFX will make a loan to the L.C. in an amount sufficient to allow
the L.C. to complete the acquisition of the Benchmark Stations under the terms
of the Benchmark Contracts. Upon completion of the acquisition of the
Benchmark Stations, SFX will file an application with the Federal
Communications Commission ("FCC") seeking permission to (i) convert its loan
to the L.C. into equity in the L.C. and (ii) acquire the partnership interests
in RICH-I and RICH-II through the L.C. Once this application has been granted,
then SFX will: (i) convert its loan to the L.C. into equity in the L.C., (ii)
cause the L.C. to acquire the partnership interests in RICH-I and RICH-II, and
(iii) contribute WMXB-FM to the L.C.
Following are the substantive terms of SFX's proposed acquisitions:
1. Agreement. Unless extended by mutual agreement, within 30 days of the
date hereof the parties will negotiate in good faith the execution and
delivery of the Definitive Agreements, drafts of which shall be prepared by
SFX's counsel. Failure to execute within this time will not effect the binding
nature of this Letter. Without limiting the foregoing, SFX agrees that the
Definitive Agreements shall include:
A. Acquisitions and Form of Payment
SFX agrees to finance the L.C.'s acquisition of the Benchmark
Stations for $14,500,000, as specified in the Benchmark Contracts. While
this financing is outstanding, SFX will have a first priority security
interest in all of the assets of the L.C. The successful acquisition of
the Benchmark Stations is a condition precedent to SFX's acquisition of
partnership interests in RICH-I and RICH-II.
SFX also agrees that, upon signing of the Definitive
Agreements, it will finance the L.C.'s assumption or completion, as the
case may be, of all of Xxx's and the Corporation's rights and
obligations with respect to the acquisition of the Benchmark Stations.
These obligations will include, but not be limited to:
ABS Communications, Inc.
August 9, 1996
Page 3
o repaying Xxx's good faith deposit, not to exceed $1,000,000, which
is being held in escrow (which is in addition to the $2,000,000
escrow for the RICH-I and RICH-II transaction);
o repaying the outstanding borrowings, net of the $1,000,000 good
faith deposit referred to above, under Xxx's bridge facility with
Signet Bank;
o reimbursing Xxx for all additional expenses directly related to
acquiring and operating the Benchmark Stations under the Time
Brokerage Agreement; and
o indemnifying Xxx with respect to his personal performance guarantees.
As of August 6, 1996, the outstanding balance under the Signet
bridge facility was $1,526,051. The bridge facility has been used to
fund the Benchmark escrow deposit ($1,000,000) and the differential
between cash receipts and working capital, payments to Benchmark under
the Time Brokerage Agreement ($48,732 per month) and transaction-related
expenses. Xxx will agree to represent that all borrowings under the
bridge facility are directly related to the Benchmark acquisition and
Time Brokerage Agreement and over-all Richmond transaction expenses.
Upon the successful acquisition of the Benchmark Stations by
the L.C., as described above, Xxx and the Corporation will contribute to
the L.C. the proportion of their interests in RICH-I and RICH-II that
have an equity value of $1,700,000. The cash that SFX will contribute to
the L.C. along with the available loan proceeds referred to below in
this paragraph will be sufficient to, and will be used for: (i) as
described in more detail in the next paragraph, the acquisition of the
remaining partnership interests in RICH-I and RICH-II for $21,300,000
plus the Net Working Capital (the acquisition price of $23,000,000 plus
the Net Working Capital, less Xxx and the Corporation's contribution of
their equity interest valued at $1,700,000); and (ii) any projected cash
needs for operation of the Stations. Net Working Capital shall be the
excess, if any, of the sum of cash and cash equivalents, accounts
receivable, and any liquid assets of RICH-I and RICH-II over the current
accounts payable of RICH-I and RICH-II. In addition, the L.C. shall only
be responsible for the recorded liabilities of RICH-I and RICH-II, not
to exceed $21,300,000.
The amount paid to the remaining partners in RICH-I and XXXX
XX (EBF, Inc., EBF Partners, and perhaps, Xxx) shall equal the excess of
(A) $21,300,000 plus Net Working Capital over (B) the recorded
liabilities, excluding current accounts payable, of RICH-I and RICH-II
(which the L.C. is assuming and extinguishing at closing). Xxxxxxx Xxx
has interests remaining to be purchased after his and the Corporation's
contribution
ABS Communications, Inc.
August 9, 1996
Page 4
to the L.C. will depend upon whether the Current Partners agree that the
equity interest of Xxx and the Corporation exceeds $1,700,000. In either
event, the amount that the L.C. pays (and, thus, the required
contribution of SFX) to purchase the remaining interests will remain the
same. Therefore, the L.C. will acquire 100% of the partnership interests
in RICH-I and RICH-II for $23,000,000 plus Net Working Capital, which is
the sum of Ken's and the Corporation's $1,700,000 contributed interest
plus SFX's cash contribution of $21,300,000 plus Net Working Capital.
The resulting Membership Interests in profits, losses, and
distributions of the L.C. will be 96.00% for SFX and 4.00% aggregate for
Xxx and the Corporation. Xxx and the Corporation will have an aggregate
capital account of $1,700,000 while SFX's capital account will be equal
to its cash contribution and the value of WMXB-FM ($15,000,000). Xxx and
the Corporation will retain ultimate liability for an amount of debt
equal to their negative capital accounts in RICH-I and RICH-II;
currently estimated at an aggregate of $2,900,000. The debt will be of a
sufficient amount and type to defer these negative capital accounts.
Other than amounts reasonably necessary for working capital, all Members
must agree for the L.C. to incur debt in excess of the estimated
$2,900,000 and any debt that the L.C. incurs must be on commercially
reasonable terms regarding interest rates, amortization schedule, and
otherwise. The L.C. will account for the disparity between the book
capital accounts of Xxx and the Corporation ($1,700,000 (credit)) and
their tax capital accounts (est. $2,900,000 (debit)) using the
traditional method provided in the income tax regulations unless all the
Members agree otherwise. The new Operating Agreement will require
minimum quarterly distributions to fund the Members' tax liability based
on their allocations from the L.C.
The L.C. will acquire 100% of the partnership interests in
RICH-I and RICH-II, the entities that own 100% of WKHK-FM and WBZU-FM.
These acquisitions will cause these partnerships to dissolve, terminate,
and liquidate into be L.C. for state law and federal and state income
tax purposes. Thus, the L.C. will succeed to all of the assets,
including Working Capital, and recorded liabilities of these
partnerships. In the Definitive Agreements, the partners will give
standard representations and warranties to a transaction of this nature
in the radio industry, and the cash investment of SFX will be the same
as an asset sale on the same basis.
Upon successful completion of the Acquisition and receipt of
FCC approval, the L.C. will have the right to require SFX to convert the
$14,500,000 financing for the acquisition of the Benchmark Stations into
equity in the L.C., however, such conversion will not cause SFX's
Membership Interest in the L.C. to be greater than 96.00%.
ABS Communications, Inc.
August 9, 1996
Page 5
B. Management's Carried Interest
Five years from closing of the Acquisition, SFX agrees to cause the L.C.
to pay Xxx, and at his election, other members of his management team
("Management"), a dollar amount equal to the greater of:
o the appreciation in value of 100,000 shares of SFX common stock
(adjusted for stock splits, stock dividends and any future issuance
of common stock), currently traded on the NASDAQ under the ticker
SFXBA, over the five-year period, or
o 20% of the value of the Stations plus the value of WMXB-FM
(collectively the "Richmond Station Group"), less an amount equal
to $78,189,501 reduced for disposition of any material assets
before such valuation (the "Hurdle"). The 20% carried interest will
in no way interfere with the L.C.'s right to acquire and dispose of
assets, so long as the Hurdle is adjusted to account for these
acquisitions and/or dispositions (the methodology for calculating
adjustments in the Hurdle will be agreed upon in the Definitive
Agreements).
SFX and Xxx agree that the Richmond Station Group will be valued by a
mutually acceptable third party, with said valuation based on comparable
valuations for other similar station groups. Balance sheet adjustments
will not be taken into account in determining the valuation.
SFX agrees that Management will be entitled to the full carried interest
under all circumstances, provided, however, that should Xxx terminate
his employment by his own choice:
o before the second anniversary of closing, Management would forfeit
the carried interest;
o on or after the second and before the third anniversary of closing,
Management would be entitled to 2/5 of the carried interest;
o on or after the third and before the fourth anniversary of closing,
Management would be entitled to 3/5 of the carried interest; or
o on or after the fourth and before the fifth anniversary of closing,
Management would be entitled to 4/5 of the carried interest.
ABS Communications, Inc.
August 9, 1996
Page 6
If SFX terminates Xxx's employment for any reason, other than his being
convicted of a felony or gross misconduct/fraud, SFX agrees that
Management will be paid the carried interest. Under all circumstances,
payment will be made in cash within ninety days following the fifth
anniversary of closing, with interest accruing at a market rate after
ninety days, unless otherwise agreed upon on the fifth anniversary of
closing.
X. Xxx Xxxxx'x Ownership Interest
Xxx, the Corporation and SFX agree that, beginning on the fifth
anniversary of closing, Xxx and the Corporation will have the right to
put, and the L.C. will have the right to call, for cash, Xxx's and the
Corporation's 4.00% Membership Interest in the L.C. SFX, Xxx and the
Corporation agree that, upon exercise of either the put or call option,
the value of Ken's or the Corporation's respective Membership Interest
will equal the market value of the Richmond Station Group multiplied by
Xxx's or the Corporation's respective ownership percentage.
Xxx, the Corporation and SFX agree that, upon exercise of either the put
or call option, the Richmond Station Group will be valued by a mutually
acceptable third party, with said valuation based on comparable
valuations for other similar station groups. For purposes of valuing
Ken's or the Corporation's respective Membership Interest, the valuation
of the Richmond Station Group will include Net Working Capital and will
be net of recorded liabilities, excluding current accounts payable.
Payment for Xxx's or the Corporation's respective Membership Interest
will be made in cash within ninety days, with interest accruing at a
market rate after ninety days, following the exercise of the put or call
option. For purposes of this Section C, Xxx and the Corporation will
put, or SFX will call, Ken's and the Corporation's entire respective
Membership Interest if the put or call option is exercised.
X. Xxx Xxxxx'x Employment Contract
SFX agrees that the L.C. will enter into a five-year employment contract
with Xxx to serve as the General Manager of the Richmond Station Group.
SFX agrees that the L.C. will pay Xxx a base annual salary of $200,000
and guaranteed minimum incentive compensation, linked to the performance
of the Richmond Station Group, of $50,000 per year. Xxx would
participate in SFX's option plan and receive standard benefits which
would include, but not be limited to, paid vacation, expense
reimbursement, use of company automobile, and health insurance.
SFX agrees, that if the L.C. terminates Xxx's employment before the end
of the fifth year for any reason, other than a felony conviction or
gross misconduct/fraud on his part, SFX
ABS Communications, Inc.
August 9, 1996
Page 7
would immediately pay Xxx a lump sum of $500,000 and continue his
benefits for 18 months. Xxx agrees, that if he terminates his employment
on his own accord, SFX would be released from its obligation to pay this
severance package.
As a condition of his employment contract, Xxx will enter into a
non-compete and non-solicitation agreement with SFX (the "Non-compete
Agreement") governing his activities within the Richmond, Virginia radio
market. This agreement will contain terms customary in transactions
similar to the transaction contemplated under the Letter. The
Non-compete Agreement shall expire at the earliest of (i) one year after
the termination of Xxx's employment with SFX by either party; (ii) six
years from Xxx's employment date; or (iii) termination of Xxx's
employment contract due to SFX's breach.
X. Xx Xxxxxx'x Employment Contract
SFX agrees to enter into a five-year employment contract with Xx Xxxxxx
("Ed") to serve as the Chief Financial Officer of the Richmond Station
Group. SFX agrees that the L.C. will pay Ed a base annual salary of
$130,000 and guaranteed minimum incentive compensation of $10,000 for
1996, with a target of $20,000 per year for incentive compensation,
linked to the performance of the Richmond Station Group, thereafter. Ed
would participate in SFX's option plan and receive standard benefits
which would include, but not be limited to, paid vacation, expense
reimbursement, use of company automobile, and health insurance.
SFX agrees that if the L.C. terminates Xx's employment before the end of
the fifth year for any reason, other than a felony conviction or gross
misconduct/fraud on his part, SFX would immediately pay Ed a lump sum
payment in cash equal to the lesser of $300,000 or the remaining salary
and guaranteed minimum incentive compensation due him under his
employment contract, and would continue his benefits for 18 months. Xxx
agrees, that if he terminates his employment on his own accord, SFX
would be released from its obligation to pay this severance package.
As a condition of his employment contract, Xx will enter into a
non-compete and non-solicitation agreement with SFX (the "Non-compete
Agreement") governing his activities within the Richmond, Virginia radio
market This agreement will contain terms customary in transactions
similar to the transaction contemplated under the Letter. The
Non-compete Agreement shall expire at the earliest of (i) One year after
the termination of Xx's employment with SFX by either party; (ii) six
years from Xx's employment date; or (iii) termination of Xx's employment
contract due to SFX's breach.
ABS Communications, Inc.
August 9, 1996
Page 8
F. Fees and Expenses
The parties agree that Interstate/Xxxxxxx Xxxx Corporation has been
retained as exclusive placement agent with respect to the transaction
and SFX agrees to pay Interstate/Xxxxxxx Xxxx'x transaction fees and
expenses. Payment of these fees and expenses will be governed by the
Placement Agency Agreement between ABS Communications, Inc. and
Interstate/Xxxxxxx Xxxx Corporation dated April 17, 1996. A calculation
of the estimated fees due to Interstate/Xxxxxxx Xxxx is attached as
Annex A.
In addition to the amounts due to Interstate/Xxxxxxx Xxxx and expenses
related solely to the Benchmark transaction, all reasonable fees due or
expenses incurred in connection with the over-all Richmond transaction
(e.g., out-of-pocket and legal expenses) are for the account of SFX.
G. Tower Lease
Xxx agrees to cause Token Towers, L.C. to enter into a lease with the
L.C. for WKHK-FM to transmit from the tower owned by Token Towers, L.C.
as part of the Definitive Agreements. The lease will have an initial
term of five years, with five subsequent five year renewal options. In
addition, upon successful negotiation of a new land lease by Token
Towers, L.C., the L.C. will receive two additional five year renewal
options. Lease payments will be made monthly, or annually in advance, at
a base rate of $30,000 per year for the first five years, with a rate
adjustment upon subsequent renewals based on the annual compounded
change in the Consumer Price Index since the date of the last rate
adjustment.
H. Representation, Warranties, Covenants and Good Faith Deposit
The Definitive Agreements shall contain (i) customary representations
and warranties for a transaction of the proposed nature of the
Acquisition; (ii) covenants as to the operation of the Stations before
closing in the normal course in accordance with good commercial practice
and the prior established practices of the Current Partners; (iii) the
required maintenance of the Stations' physical assets prior to closing
in accordance with governmental regulations, sound commercial practices
and the Current Partners' prior operating procedures; (iv) maintenance
of insurance before closing as appropriate and in accordance with past
practices; and (v) a requirement that SFX make a good faith deposit of
$2,000,000 (two million dollars) upon execution of the Definitive
Agreements that will be held in escrow for the benefit of the Current
Partners, first to pay any losses, costs or
ABS Communications, Inc.
August 9, 1996
Page 9
expenses incurred by such Current Partners related to this transaction
and then equally to RICH-I and RICH-II.
3. No Shop: To induce SFX to proceed, the Current Partners agree that
from the date hereof, neither the Current Partners, nor any principal,
employee, agent or other representative of the Current Partners shall solicit
any offer to purchase, directly or indirectly, the Stations, nor shall any
such persons negotiate or discuss (except to advise any party making an
unsolicited offer that no discussions or negotiations will be pursued) the
purchase directly or indirectly, of the Stations.
4. Investigation; Confidentiality of Information; Non-solicitation of the
Current Partners' Employees: The Current Partners shall, at SFX's request,
provide SFX with copies of contracts and other business records relating to
the operation of the Stations. The Current Partners shall also permit SFX,
subject to terms and limitations satisfactory to the Current Partners, to
inspect the Stations and conduct investigations and surveys of the Stations'
facilities. Until the transactions contemplated hereunder are consummated, SFX
shall not disclose any information received pursuant to this provision except
as required by law or except to the extent the same is reasonably required to
be disclosed to SFX's lenders, partners, principals, employees, or
professional advisors to proceed with this transaction, provided that SFX
shall take reasonable steps to ensure that such lenders, partners, principals,
employees or professional advisors maintain the confidentiality of such
information. If, for any reason, the Agreement is not executed and delivered,
SFX will return to the Current Partners all materials received by SFX pursuant
to this provision.
For the period commencing on the date of this Letter and ending on the
date on which SFX and the Current Partners execute and deliver the Definitive
Agreements, SFX shall not, directly or indirectly, (i) hire, attempt to hire,
or otherwise solicit, for or on behalf of any entity or person, any employee
of RICH-I and RICH-II or the Benchmark stations or (ii) encourage, for or on
behalf of any entity or person, any employee of the Current Partners to
terminate his or her relationship or employment with the Current Partners.
In addition, for the period commencing on the date of this Letter and
ending on the late on which SFX and the Current Partners execute and deliver
the Definitive Agreements, the Current Partners shall not, directly or
indirectly, (i) hire, attempt to hire, or otherwise solicit, for or on behalf
of any entity or person, any employee of WMXB-FM or (ii) encourage, for or on
behalf of any entity or person, any employee of SFX to terminate his or her
relationship or employment with SFX.
ABS Communications, Inc.
August 9, 1996
Page 10
5. Time Brokerage Agreement for Certain Stations: The Definitive
Agreements will include an appropriate time brokerage agreement or agreements
for the operation of WKHK-FM, WBZU-FM, WLEE-FM & WVGO-FM during pendency of
required FCC and FTC approvals.
6. Confidentiality: Except to the extent required by law or advice of
counsel and until the parties execute Definitive Agreements, no party shall
make any public disclosure of the existence or terms of this Letter and shall
keep such matters confidential except to the extent disclosure to lenders,
partners, principals, employees or professional advisors is reasonably
necessary to proceed with this transaction, provided that each such party will
take reasonable steps to ensure that such lenders, partners, principals,
employees, or professional advisors maintain the confidentiality of such
information. However, a press release or similar announcement may be issued
regarding the transaction if agreed to in writing by SFX and Xxx Xxxxx, such
agreement not to be unreasonably withheld.
7. Contingencies of Closing: The closing of the Acquisition shall be
conditioned upon (i) approvals of the Federal Communication Commission ( the
"FCC") and the Federal Trade Commission (the "FTC"); (ii) the continued truth
and accuracy of the representations and warranties in the Definitive
Agreements; and (iii) the maintenance of the physical assets of the Stations.
If this Letter is accepted, all parties agree to cooperate promptly and
negotiate in good faith in the preparation of the Definitive Agreements and
all other documents and applications required for filing with the FCC to
effect this transaction. If the parties fail to agree on the terms and
conditions of the Definitive Agreements or there is any other dispute or
controversy between the parties with respect to or arising under the Letter or
any amendment or modification hereof, such dispute shall be resolved by
arbitration in Washington D.C. in accordance with the Rules for Commercial
Arbitration of the American Arbitration's Association before a panel of three
(3) arbitrators, one appointed by SFX, one appointed by Xxx and the
Corporation, and the third appointed by said Association. In such event, the
parties shall have the right to submit examples of ordinary and customary
agreements of the nature of the agreements under dispute to the arbitration
panel for review together with this Letter. The decision and judgment or order
may be entered thereon by any court of competent jurisdiction and that
decision and judgment or order may include termination of negotiations and
this Letter. The service of any notice, process, motion or other document in
connection any arbitration under this Letter or the enforcement of any
arbitration award hereunder may be effectuated either by personal service upon
a party or by certified mail duly addressed to him or to his executors,
administrators, personal representatives, next of kin, successors or assigns,
at the last known address or addresses of such party or parties.
ABS Communications, Inc.
August 9, 1996
Page 11
If the foregoing meets with your approval, please evidence your
acceptance by executing a copy of this letter in the space below provided for
your signature and returning the same to SFX by telecopy.
Sincerely,
SFX BROADCASTING, INC.
By:_____________________________
Title:__________________________
AGREED AND ACKNOWLEDGED
AS OF AUGUST _____ ,1996
---------------------------
Xxxxxxx X. Xxxxx
ABS COMMUNICATIONS, INC.
By:________________________
Xxxxxxx X. Xxxxx
President & CEO
ABS COMMUNICATIONS, L.L.C.
By:________________________
Xxxxxxx X. Xxxxx
Manager
ABS Communications, Inc.
August 9, 1996
Page 12
ABS RICHMOND PARTNERS, L.P.
By:_____________________________
Title:__________________________
ABS RICHMOND PARTNERS II, L.P.
By:_____________________________
Title:__________________________
EBF, INC.
By:_____________________________
Title:__________________________
EBF PARTNERS
By:_____________________________
Title:__________________________
ABS Communications, Inc.
August 9, 1996
Page 13
Addendum
The following will be incorporated as an addendum to the letter of
intent for the acquisition of WKHK-FM, WBZU-FM, WLEE-FM and WVGO-FM by SFX
Broadcasting, Inc., dated August , 1996:
Xxx and the Corporation agree that none of the Stations will be sold
prior to the completion of the Acquisition without the consent of SFX.
In addition, if any of the Stations are sold prior to the completion of
the Acquisition, then the proceeds from the sale will be contributed to
the L.C. in lieu of the station which is sold, and will remain in the
L.C. until the completion of the Acquisition.
If the foregoing meets with your approval, please evidence your acceptance by
executing a copy of this letter in the space below provided for your signature
and returning the same to SFX by telecopy.
Sincerely,
SFX BROADCASTING, INC.
By: ___________________________
Xxxxxx X.X. Xxxxxxxxx
Chairman & CEO
AGREED AND ACKNOWLEDGED
AS OF AUGUST____, 1996
----------------------------
Xxxxxxx X. Xxxxx
ABS COMMUNICATIONS, INC.
By__________________________
Xxxxxxx X. Xxxxx
President & CEO
