EXHIBIT 10(v)
November 3, 1994
Radio SunGroup of Texas, Inc.
c/o SunGroup, Inc.
0000 X. Xxxxxxxx, Xxxxx 000
Xxxxxxxxxxxx, XX 00000
Dear Sirs:
The purpose of this letter is to set forth the Agreement between Service
Broadcasting Corporation ("Service") and Radio SunGroup of Texas, Inc.
("SunGroup") regarding the modification of facilities of radio station KSTV(FM),
Decatur, Texas ("KSTV"), and KYKX(FM), Longview, Texas ("KYKX").
1. Service shall enter into an agreement, substantially in the form of
the attachment, with KVVP-FM ("KVVP") which contemplates the
relocation of KVVP-FM, Leesburg, LA. Once accomplished, this
relocation will enable SunGroup to relocate KYKX to the site described
more fully in (3) below.
2. Service will prepare for filing, and SunGroup will promptly file, an
application on FCC Form 302 to modify the licenses of KYKX to that of
a station authorized by and subject to section 73.215 of the
Commission's rules. This step provides contour protection to the
present licensed facility. Upon filing the 302, Service Broadcasting
will pay $10,000 into an escrow account for SunGroup to draw on for
its expenses in conjunction with this project.
3. Service, in concert with SunGroup, will find and obtain an option to
purchase a parcel of land on which to construct a new tower for KYKX
approximately 2.1 miles East of the current KYKX-FM transmitter site,
and will file an FAA Form 7460-I, Notice of Proposed Construction,
with the FAA field Office in Forth Worth, Texas. Service will
reimburse SunGroup for any costs associated with delivering required
three-phase Delta power and any other required power to the site. The
site selected shall be so located that SunGroup's monthly power
charges will not escalate unduly because of minimum usage
requirements.
4. As soon as possible following grant of the 302 application described
in (2) above, Service will prepare for filing an application on FCC
Form 301 to construct a new tower for KYKX on the new site, and
SunGroup will file such application. The filing of this application
may have to be deferred pending FCC action on the application
proposing relocation of KVVP, or the licensing thereof.
5. Service will agree to reimburse SunGroup for the filing fees as each
of Item 2, 3 and 4 are placed on file with the FCC and the FAA.
Service will also reimburse SunGroup for all legal and engineering
fees associated with this project.
6. Following (i) grant of the 301 application described in (4) above;
(ii) grant of the 301 and
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314 application described in (8) below; and (iii) the acquisition of
KSTV by Service, SunGroup will receive the following:
a. Service will complete the purchase of the tower site property and
present SunGroup with a fee simple title free and clear of any
liens or encumbrances except for liens for real estate taxes not
yet due and payable, and existing easements or restrictions of
record.
b. Service, in concert with SunGroup, will have Xxxx Xxxxx of XXXX
Communications design, manufacture and erect a tower on the
property of 60" cross-sectional dimension over the uniform height
of the tower, delivered free and clear to SunGroup upon
completion. Said tower shall be of sufficient height above ground
level to provide for a center of radiation for the antenna of not
less than 1200 feet above average terrain.
c. Service, in concert with SunGroup, will have a building designed
and constructed to meet the needs of the transmitter and
associated equipment, constructed as a concrete slab, block
walls, and reinforced roof capable of stopping ice penetration.
d. Service will provide for the construction of an all weather
access road being of crushed stone over a prepared earthen
surface from the nearest public access road to the building site.
e. Service will purchase and have installed on the new tower an ERI
Model G5CPS-10AC-3 Antenna and four (4") inch transmission line,
bonded to the tower. Service will have SunGroup's old KYKX
antenna moved and installed as a backup on the new tower.
f. Service will purchase and install a new 70 KW generator with
automatic transfer switch in a building constructed to SunGroup's
specification by Service adjacent to the new transmitter
building.
g. Service will purchase and install a studio-transmitter link
system and the remote pick-up system coaxial lines and antennas
for use by KYKX. During the move, Service will provide as a
temporary service a compatible STL receiver for use at the new
site during the move.
h. Service will negotiate a satisfactory termination of the present
KYKX tower lease agreement.
7. Upon completion of the necessary construction of the new KYKX
facilities, Service will prepare for filing, and SunGroup will
promptly file, an application for license to cover construction permit
on FCC Form 302.
8. Upon grant of the 302 application described in (2) above, Service will
cause to be filed an amendment to the pending Form 301 application for
KSTV to specify a Class C1 Station and an 1800' tower at the proposed
new KSTV tower site with power equal to the maximum permitted for a C1
Station; and will also file (unless previously filed) an application
on FCC Form 314 for consent to Service's purchase of KSTV conditioned
on
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grant of the 302 application specified in this paragraph (8).
9. Upon filing of the 302 application described in (7) above, Service
would cause to be filed an amendment to the KSTV application asking
for Class C status and to increase KSTV's power to the maximum
permitted for a Class C station.
10. Service and SunGroup would both use reasonable efforts to support the
prompt grant of all applications and amendments described above.
11. Upon filing of the application for the new license of KYKX, described
in (7) above, Service will pay SunGroup a $200,000 fee, and will pay
Xxxxxxx X. Xxxx Co. a fee of $20,000 for negotiating this agreement.
Further, Service will reimburse SunGroup for the final 302 filing
fees.
12. At no time will Service express or imply any warranties on the
equipment, tower and property other than those expressed by the
manufacturer of said equipment. Upon completion, SunGroup will be
responsible for the maintenance and operation of the equipment.
This letter constitutes a binding agreement and supersedes the letter of
intent dated September 14, 1994 between Service and SunGroup with respect to
KSTV and KYKX.
If the foregoing is in accordance with your understanding of the agreement
and constitutes a mutually satisfactory agreement, please so indicate by signing
a copy of this letter in the place indicated and returning it to the
undersigned.
Sincerely,
/S/ HYMEN CHILDS
--------------------------------
SERVICE BROADCASTING CORP.
ACCEPTED AND AGREED TO:
SUNGROUP OF TEXAS, INC.
/S/ XXXX X. XXXXXXXXX NAME
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11/03/94 DATE
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