EXHIBIT 10.17
August 7, 2001
Xx. Xxxxx Xxxxxxxx
Media Services Group, Inc.
000 Xxxxx Xxxxxxxxx
Xxxxx 000-0
Xx. Xxxxxx Xxxxxx, Xxxxxxx 00000
Dear Xx. Xxxxxxxx:
Pursuant to preliminary discussions and our personal Due Diligence, Worldwide
PetroMoly, Inc. d/b/a Small Town Radio, Inc., a Georgia Corporation and any
subsidiary thereof as designated by Worldwide PetroMoly, hereinafter referred to
as "Buyer," is prepared to enter into an Asset Purchase Agreement with Fall Line
Media, Inc. as Owner of WJFL-XX Xxxxxxxx, and hereinafter referred to as
"Seller" for the above named FM radio stations.
1. The Seller will deliver 100% of the assets of WJFL-FM, excluding accounts
receivable, but excluding cash on hand. (/s/ KHC 8-16-01)
2. In consideration therefore, Buyer will pay Seller $330,000 as follows:
$330,000 cash at closing. (/s/ KHC 8-16-01)
3. Buyer will place $16,500 to be held in escrow upon filing of the Asset
Purchase Agreement with the FCC. (/s/ KHC 8-16-01)
4. Seller will continue to operate WJFL-FM in the same manner as has
been the practice in the past from the date of this letter to closing date, and
will make no significant changes, other than normal course of business.
5. Seller warrants that the information furnished Buyer during these
negotiations is correct in all material respect and that the Seller has not
failed to make known to the Buyer any material fact which might influence the
Buyer's decision to make this offer under these conditions.
6. Xxxxxx further agrees that upon acceptance of this letter/agreement
further Due Diligence will be required on the part of the Buyer and that Seller
will give access to Buyer and/or his certified representative - all financial
and other records deemed necessary to complete due diligence.
7. Both Buyer and Seller recognize that any sale or transfer of the
license of WJFL-FM are subject to the approval by the Federal Communications
Commission (FCC). Xxxxx believes he is a qualified licensee and will be approved
by the FCC to control Radio Stations WFJL-FM. Seller knows of no reason why its
transfer application would not be approved and has no reason to suspect a
challenge to the transfer will be made.
8. Both parties will expeditiously file an application for the transfer
of control with the FCC and actively pursue the approval thereof. Buyer will be
responsible for all FCC fees in connection with the filing of the application.
9. Both Xxxxx and Xxxxxx agree to cooperate in the drafting of the Asset
Purchase Contract and will recognize the spirit and intent of this letter as the
basis for such an agreement.
10. This letter is NOT a contract. It is an expression of our intent to
purchase Radio Stations WJFL-FM on the terms set forth herein and is further
subject to the execution of a mutually agreeable definitive Asset Purchase
Contract.
11. Seller agrees to withdraw Radio Stations WJFL-FM from the market and
discontinue any discussions with other potential buyers based on the terms of
this agreement for a period of 30 days.
12. This offer is made and is good if accepted by 5:00 p.m. (EDT) Friday, August
17, 2001. (/s/ KHC 8-16-01)
13. Buyer and Seller will each be responsible for their personal legal
fees. Buyer is making this offer through the Media Brokerage firm of Media
Services Group, Inc. Seller will be fully responsible to pay the brokerage fee
at closing to Media Services Group, Inc.
Sincerely,
/s/ Xxx Xxxx
Xxx Xxxx, President
Small Town Radio, Inc.
AGREED: /s/ X. Xxxxxxx DATE: 8-10-01
