Federal Communications Commission
Washington, D.C. 20554
Approved by OMB
3060-0031 (June 2014)
FCC 314
FOR FCC USE ONLY
 
APPLICATION FOR CONSENT TO ASSIGNMENT OF BROADCAST STATION CONSTRUCTION PERMIT OR LICENSE

Read INSTRUCTIONS Before Filling Out Form

FOR COMMISSION USE ONLY
FILE NO.

BALH - 20200213AAN
Section I - General Information
1. Legal Name of the Licensee/Permittee
REDROCK RADIO GROUP LLC
Mailing Address
2536 RIMROCK AVE
S279-400

City
GRAND JUNCTION
State or Country (if foreign address)
CO
Zip Code
81505 -
Telephone Number (include area code)
6199977799
E-Mail Address (if available)
TOM.TROLAND@YAHOO.COM
FCC Registration Number:
0004964409
Call Sign
KBDX
Facility ID Number
89048
2. Contact Representative (if other than licensee/permittee)
REDROCK RADIO GROUP LLC
Firm or Company Name

Mailing Address
2536 RIMROCK AVE
S279-400

City
GRAND JUNCTION
State or Country (if foreign address)
CO
ZIP Code
81505 -
Telephone Number (include area code)
6199977799

E-Mail Address (if available)
TOM.TROLAND@YAHOO.COM
3. Legal Name of the Assignee
SAN JUAN RECORD INC
Mailing Address
PO BOX 879

City
MONTICELLO
State or Country (if foreign address)
UT
ZIP Code
84535 -
Telephone Number (include area code)
4355872277
E-Mail Address (if available)
SJREDITOR@FRONTIER.COM
4. Contact Representative (if other than assignee)
WILLIAM BOYLE
Firm or Company Name
SAN JUAN RECORD
Mailing Address
PO BOX 879

City
MONTICELLO
State or Country (if foreign address)
UT
Zip Code
84535 -
Telephone Number (include area code)
4355872277

E-Mail Address (if available)
SJREDITOR@FRONTIER.COM
5.
If this application has been submitted without a fee, indicate reason for fee exemption (see 47 C.F.R. Section 1.1114):
Governmental Entity Noncommercial Educational Licensee/Permittee Other
N/A (Fee Required)
6.
Purpose of Application:
Assignment of license
Assignment of construction permit
Amendment to pending application
File number of pending application:    -
If an amendment, submit as an Exhibit a listing by Section and Question Number of the portions of the pending application that are being revised.
[Exhibit 1]
7.
Were any of the authorizations that are the subject of this application obtained through the Commission's competitive bidding procedures (see 47 C.F.R. Sections 1.2111(a) and 73.5001)?
If yes, list pertinent authorizations in an Exhibit.
Yes No
[Exhibit 2]
8.
a. Were any of the authorizations that are the subject of this application obtained through the Commission's point system for reserved channel noncommercial educational stations (see 47 C.F.R. Sections 73.7001 and 73.7003)?

Yes No
b. If yes to 8(a), have all such stations operated for at least 4 years with a minimum operating schedule since grant pursuant to the point system?
Yes No
If no, list pertinent authorizations in an Exhibit and include in the Exhibit a showing that the transaction is consistent with the holding period requirements of 47 C.F.R. Section 73.7005(a).

[Exhibit 3]
c. LPFM Licenses Only: Has the assignor held the station license and operated the station for at least three years? Yes No
N/A
9.
a. Were any of the authorizations that are the subject of this application obtained after award of a dispositive Section 307(b) preference using the Tribal Priority, through Threshold Qualifications procedures, or through the Tribal Priority as applied before the NCE fair distribution analysis set forth in 47 C.F.R. § 73.7002(b)?

Yes No
b. If yes to 9(a), have all such stations operated for at least 4 years with a minimum operating schedule since grant?

Yes No

c. If no to 9(b), do both the assignor/transferor and assignee/transferee qualify for the Tribal Priority in all respects?

If no, list pertinent authorizations in an Exhibit and include in the Exhibit a showing that the transaction is consistent with the established Tribal Priority holding period restrictions, or that the policy should be waived.
Yes No

[Exhibit 4]



Section II - Assignor

1. Certification.  Licensee/permittee certifies that it has answered each question in this application based on its review of the application instructions and worksheets. Licensee further certifies that where it has made an affirmative certification below, this certification constitutes its representation that the application satisfies each of the pertinent standards and criteria set forth in the application instructions and worksheets. Yes No
2. Authorizations to be Assigned. List the authorized stations and construction permits to be assigned. Provide the Facility Identification Number and the Call Sign, or the Facility Identification Number and the File Number of the Construction Permit, and the location, for each station to be assigned. Include main stations, FM and/or TV translator stations, LPTV stations, FM and/or TV booster stations.

[Enter Station Information]


List the authorized stations and construction permits to be assigned. Provide the Facility Identification Number and the Call Sign, or the Facility Identification Number and the File Number of the Construction Permit, and the location, for each station to be assigned. Include main stations, FM and/or TV translator stations, LPTV stations, FM and/or TV booster stations.

Facility ID Number
Call Sign or  Construction Permit File Number
City
State
89048 KBDX
-
BLANDING UT

Facility ID Number
Call Sign or  Construction Permit File Number
City
State
139430 K252FH
-
MOAB UT


 
3. Agreements for Sale of Station. Licensee/permittee certifies that:
a. it has placed in its public inspection file(s) and submitted as an exhibit to this item copies of all agreements for the sale of the station(s);
b. these documents embody the complete and final understanding between licensee/permittee and assignee; and
c. these agreements comply fully with the Commission's rules and policies.
Exhibit Required
Yes No
[Exhibit 5]
4. Other Authorizations. List call signs, locations and facility identifiers of all other broadcast stations in which licensee/permittee or any party to the application has an attributable interest. N/A
[Exhibit 6]
5. Character Issues. Licensee/permittee certifies that neither licensee/permittee nor any party to the application has or has had any interest in, or connection with:
a. any broadcast application in any proceeding where character issues were left unresolved or were resolved adversely against the applicant or any party to the application; or
b. any pending broadcast application in which character issues have been raised.
Yes No

See Explanation in
[Exhibit 7]

6. Adverse Findings. Licensee/permittee certifies that, with respect to the licensee/permittee and each party to the application, no adverse finding has been made, nor has an adverse final action been taken by any court or administrative body in a civil or criminal proceeding brought under the provisions of any law related to any of the following: any felony; mass media-related antitrust or unfair competition; fraudulent statements to another governmental unit; or discrimination. Yes No

See Explanation in
[Exhibit 8]

7. Local Public Notice. Licensee/permittee certifies that it has or will comply with the public notice requirements of 47 C.F.R. Section 73.3580. Yes No
8. Auction Authorization. Licensee/permittee certifies that more than five years have passed since the issuance of the construction permit for the station being assigned, where that permit was acquired in an auction through the use of a bidding credit or other special measure. Yes No

N/A

See Explanation in
[Exhibit 9]

9. Anti-Drug Abuse Act Certification. Licensee/permittee certifies that neither licensee/permittee nor any party to the application is subject to denial of federal benefits pursuant to Section 5301 of the Anti-Drug Abuse Act of 1988, 21 U.S.C. Section 862. Yes No
10. Anti-Discrimination Certification. Licensee/permittee certifies that neither licensee/permittee nor any party to the application have violated the Commission's prohibition against discrimination on the basis of race, color, religion, national origin or sex in the sale of commercially operated AM, FM, TV, Class A TV or international broadcast stations. Yes No

N/A

See Explanation in
[Exhibit 10]

I certify that the statements in this application are true, complete, and correct to the best of my knowledge and belief, and are made in good faith. I acknowledge that all certifications and attached Exhibits are considered material representations.

Typed or Printed Name of Person Signing
THOMAS TROLAND
Typed or Printed Title of Person Signing
MANAGING DIRECTOR
Signature
Date
03/17/2018
WILLFUL FALSE STATEMENTS ON THIS FORM ARE PUNISHABLE BY FINE AND/OR IMPRISONMENT (U.S. CODE, TITLE 18, SECTION 1001), AND/OR REVOCATION OF ANY STATION LICENSE OR CONSTRUCTION PERMIT (U.S. CODE, TITLE 47, SECTION 312(a)(1)), AND/OR FORFEITURE (U.S. CODE, TITLE 47, SECTION 503).



Section III - Assignee

1. Certification.  Assignee certifies that it has answered each question in this application based on its review of the application instructions and worksheets. Assignee further certifies that where it has made an affirmative certification below, this certification constitutes its representation that the application satisfies each of the pertinent standards and criteria set forth in the application instructions and worksheets. Yes No
2.
Assignee is:
an individual a general partnership a for-profit corporation
a limited partnership a not-for-profit corporation a limited liability company (LLC/LC)
other
 
a. If "other", describe nature of applicant in an Exhibit.
[Exhibit 11]
b. Radio Station applicants only: If the station(s) being assigned is noncommercial educational or LPFM, the assignee certifies that the Commission had previously granted a broadcast application, identified here by file number, that found this assignee qualified as a noncommercial educational entity with a qualif'ing educational program, and that the assignee will use the station(s) to advance a program similar to that the Commission has found qualifying in the assignee's previous application.

Yes No
N/A

FCC File Number
-

c. Radio Station applicants only: Proposed assignees of noncommercial educational or LPFM stations that aswered "No" to Question 2(b) must include an exhibit that describes the assignee's educational objective and how the station will be used to advance an educational program that will further that objective according to 47 C.F.R. Section 73.503 (for radio applicants), 47 C.F.R. Section 853 (for LPFM applicants).
[Exhibit 12]
3. Agreements for Sale of Station. Assignee certifies that:
a. the written agreements in the licensee/permittee's public inspection file and submitted to the Commission embody the complete and final agreement for the sale of the station(s) which are to be assigned; and
b. these agreements comply fully with the Commission's rules and policies.
Yes No


See Explanation in
[Exhibit 13]

4.
Parties to the Application.
a. List the assignee, and, if other than a natural person, its officers, directors, stockholders with attributable interests, non-insulated partners and/or members. If a corporation or partnership holds an attributable interest in the assignee, list separately its officers, directors, stockholders with attributable interests, non-insulated partners and/or members. Create a separate row for each individual or entity. Attach additional pages if necessary.

(1) Name and address of the assignee and each party to the application holding an attributable intrerest (if other than individual also show name, address and citizenship of natural person authorized to vote the stock or holding the attributable interest). List the assignee first, officers next, then directors and, thereafter, remaining stockholders and other entities with attributable interests, and partners. (2) Citizenship.
(3) Positional Interest: Officer, director, general partner, limited partner, LLC member, investor/creditor attributable under the Commission's equity/debt plus standard., etc.
(4) Percentage of votes.
(5) Percentage of total assets (debt plus equity).
 
[Enter Parties/Owners Information]

4a. Parties to the Application

List the assignee, and, if other than a natural person, its officers, directors, stockholders with attributable interests, non-insulated partners and/or members. If a corporation or partnership holds an attributable interest in the assignee, list separately its officers, directors, stockholders with attributable interests, non-insulated partners and/or members. Create a separate row for each individual or entity.
(1) Name and address of the assignee and each party to the application holding an attributable intrerest (if other than individual also show name, address and citizenship of natural person authorized to vote the stock or holding the attributable interest). List the assignee first, officers next, then directors and, thereafter, remaining stockholders and other entities with attributable interests, and partners.
(2) Citizenship.
(3) Positional Interest: Officer, director, general partner, limited partner, LLC member, investor/creditor attributable under the Commission's equity/debt plus standard., etc.
(4) Percentage of votes.
(5) Percentage of total assets(debt plus equity).
(1) Name and Address (2) Citizenship (3) Positional Interest (4) Percentage of Votes (5) Percentage of total assets(debt plus equity)
WILLIAM BOYLE
US
PRESIDENT
100
100


or [Exhibit 14]
b. Assignee certifies that equity interests not set forth above are non-attributable.
Yes No
N/A

See Explanation in
[Exhibit 15]

5. Other Authorizations. List call signs, locations and facility identifiers of all other broadcast stations in which licensee/permittee or any party to the application has an attributable interest. N/A
[Exhibit 16]
6. Multiple Ownership.
a. Is the assignee or any party to the application the holder of an attributable radio or television joint sales agreement or an attributable radio or television time brokerage agreement with the station(s) subject to this application or with any other station in the same market as the station(s) subject to this application?

If "Yes," radio applicants must submit as an Exhibit a copy of each such agreement for radio stations.

Yes No

[Exhibit 17]

b. Assignee certifies that the proposed assignment complies with the Commission's multiple ownership rules and cross-ownership rules.

AM and/or FM Radio applicants only: If "Yes," submit an Exhibit providing information regarding the market, broadcast station(s), and other information necessary to demonstrate compliance with 47 C.F.R. § 73.3555(a).

All applicants: If "No," submit as an Exhibit a detailed explanation in support of an exemption from, or waiver of, 47 C.F.R. § 73.3555.

Yes No


[Exhibit 18]

c. Assignee certifies that the proposed assignment:
1.  does not present an issue under the Commission's policies relating to media interests of immediate family members;
2.  complies with the Commission's policies relating to future ownership interests; and
3.  complies with the Commission's restrictions relating to the insulation and nonparticipation of non-party investors and creditors.

Yes No

See Explanation in
[Exhibit 19]

d.
Does the Assignee claim status as an "eligible entity," that is, an entity that qualifies as a small business under the Small Business Administration's size standards for its industry grouping (as set forth in 13 C.F.R. § 121-201), and holds (1) 30 percent or more of the stock or partnership interests and more than 50 percent of the voting power of the corporation or partnership that will own the media outlet; or (2) 15 percent or more of the stock or partnership interests and more than 50 percent of the voting power of the corporation or partnership that will own the media outlet, provided that no other person or entity owns or controls more than 25 percent of the outstanding stock or partnership interests; or (3) more than 50 percent of the voting power of the corporation that will own the media outlet (if such corporation is a publicly traded company)?

All applicants: If "Yes," submit as an Exhibit a detailed showing demonstrating proof of status as an eligible entity.
Yes No


See Explanation in
[Exhibit 20]

e. Does this assignment include a grand-fathered cluster of stations?
All applicants: If "Yes", applicant certifies that it will come in compliance by divesting the necessary station(s) within 12 months of the consummation of this transaction to:
Yes No
  A. An Eligible Entity (as defined in Item 6d, above).
  B. An Irrevocable Trust that will assign the station(s) to an Eligible Entity.
  All applicants: If "Yes" to Item 6e A or B: Submit as an Exhibit a copy of the form of irrevocable trust agreement providing for the assignment of the station(s) to an Eligible Entity.
Yes No
  Yes No

 

See Explanation in
[Exhibit 21]

7. Character Issues. Assignee certifies that neither assignee nor any party to the application has or has had any interest in, or connection with:
a. any broadcast application in any proceeding where character issues were left unresolved or were resolved adversely against the applicant or any party to the application; or
b. any pending broadcast application in which character issues have been raised.
Yes No

See Explanation in
[Exhibit 22]

8. Adverse Findings. Assignee certifies that, with respect to the assignee and each party to the application, no adverse finding has been made, nor has an adverse final action been taken by any court or administrative body in a civil or criminal proceeding brought under the provisions of any law related to any of the following: any felony; mass media-related antitrust or unfair competition; fraudulent statements to another governmental unit; or discrimination. Yes No


See Explanation in
[Exhibit 23]

9. Alien Ownership and Control. Assignee certifies that it complies with the provisions of Section 310 of the Communications Act of 1934, as amended, relating to interests of aliens and foreign governments. Yes No

See Explanation in
[Exhibit 24]

10. Financial Qualifications. Assignee certifies that sufficient net liquid assets are on hand or are available from committed sources to consummate the transaction and operate the station(s) for three months. Yes No

See Explanation in
[Exhibit 25]

11. Program Service Certification. Assignee certifies that it is cognizant of and will comply with its obligations as a Commission licensee to present a program service responsive to the issues of public concern facing the station's community of license and service area. Yes No
12. Auction Authorization. Assignee certifies that where less than five years have passed since the issuance of the construction permit and the permit had been acquired in an auction through the use of a bidding credit or other special measure, it would qualify for such credit or other special measure. Yes No

N/A

See Explanation in
[Exhibit 26]

13. Anti-Drug Abuse Act Certification. Assignee certifies that neither assignee nor any party to the application is subject to denial of federal benefits pursuant to Section 5301 of the Anti-Drug Abuse Act of 1988, 21 U.S.C. Section 862. Yes No
14. Equal Employment Opportunity (EEO). If the applicant proposes to employ five or more full-time employees, applicant certifies that it is filing simultaneously with this application a Model EEO Program Report on FCC Form 396-A.
Yes No
N/A

I certify that the statements in this application are true, complete, and correct to the best of my knowledge and belief, and are made in good faith. I acknowledge that all certifications and attached Exhibits are considered material representations. I hereby waive any claim to the use of any particular frequency as against the regulatory power of the United States because of the previous use of the same, whether by license or otherwise, and request an authorization in accordance with this application. (See Section 304 of the Communications Act of 1934, as amended.)

Typed or Printed Name of Person Signing
WILLIAM BOYLE
Typed or Printed Title of Person Signing
PRESIDENT
Signature
Date
03/17/2020

WILLFUL FALSE STATEMENTS ON THIS FORM ARE PUNISHABLE BY FINE AND/OR IMPRISONMENT (U.S. CODE, TITLE 18, SECTION 1001), AND/OR REVOCATION OF ANY STATION LICENSE OR CONSTRUCTION PERMIT (U.S. CODE, TITLE 47, SECTION 312(a)(1)), AND/OR FORFEITURE (U.S. CODE, TITLE 47, SECTION 503).



Exhibits
Exhibit 1
Description:
AMENDMENT ADDING AGREEMENT

APA AGREEMENT WAS PROVIDED VIA USPS TO THE SECRETARY OFFICE, AS REQUESTED BY STAFF, WE ARE OFFERING AN ELECTRONIC COPY DUE TO THE STAFFS OFFSITE OPERATIONS DURING THE VIRUS EMERGENCY. (ATTACHED)

PROPOSED TRANSLATOR ASSIGNMENT OF K252FH WILL OPERATE UTILIZING KAAJ MONTICELLO UT FAC ID 123728 AS PRIMARY STATION ONCE GRANTED/CONSUMMATED.







ASSET PURCHASE AGREEMENT


THIS ASSET PURCHASE AGREEMENT (THIS AGREEMENT) IS MADE AS OF THIS 7TH DAY OF FEBRUARY, 2020, BY AND BETWEEN REDROCK RADIO GROUP LLC (SELLER), AND SAN JUAN RECORD INC (BUYER).
RECITALS
A. SELLER IS THE HOLDER OF A FEDERAL COMMUNICATIONS COMMISSION (FCC) LICENSE (THE LICENSE) FOR RADIO STATION KBDX, BLANDING, UT (FACILITY ID NO. 89048) (THE STATION) AND FM TRANSLATOR K252FH MOAB, UT (FACILITY ID NO.139430) (THE TRANSLATOR).
B. SELLER HAS AGREED TO SELL CERTAIN STATION AND TRANSLATOR ASSETS TO BUYER, AND BUYER HAS AGREED TO PURCHASE THE SAME FROM SELLER, ON THE TERMS AND CONDITIONS SET FORTH HEREIN.
AGREEMENTS
IN CONSIDERATION OF THE FOREGOING, AND THE MUTUAL COVENANTS AND AGREEMENTS SET FORTH BELOW, SELLER AND BUYER HEREBY AGREE AS FOLLOWS:
1. APPLICATION. THE PARTIES SHALL COOPERATE IN THE PROMPT PREPARATION AND FILING OF AN APPLICATION WITH THE FCC FOR CONSENT TO THE ASSIGNMENT OF THE LICENSE FROM SELLER TO BUYER. SUCH APPLICATION IS TO BE FILED WITHIN FIVE (5) BUSINESS DAYS AFTER THE EXECUTION DATE OF THIS AGREEMENT. THE PARTIES SHALL COOPERATE IN THE DILIGENT SUBMISSION OF ANY ADDITIONAL INFORMATION REQUESTED OR REQUIRED BY THE FCC WITH RESPECT TO SUCH APPLICATION, AND SHALL TAKE ALL STEPS REASONABLY REQUIRED FOR THE EXPEDITIOUS PROSECUTION OF SUCH APPLICATION TO A FAVORABLE CONCLUSION.
2. ASSETS TO BE CONVEYED. ON THE CLOSING DATE, AS DEFINED IN SECTION 10 HEREOF, SELLER WILL SELL, ASSIGN, TRANSFER, CONVEY AND DELIVER TO BUYER:
A. THE LICENSE AND ANY OTHER FCC AUTHORIZATIONS FOR THE STATION; AND
B. ANY RECORDS OF SELLER RELATED TO THE LICENSE, TO INCLUDE INTELLECTUAL
PROPERTY, RIGHTS TO KBDX REDROCK 92, REDROCK RADIO AND ALL SALES AND PRODUCTION, BILLING AND SALES RECORDS AND RECORDINGS. RIGHTS, OWNERSHIP AND CONTROL OF WEBSITE REDROCK92.COM
C. PHYSICAL ITEMS DETAILED ON INVENTORY EXHIBIT 1 AND ANY AND ALL ITEMS USED IN THE NORMAL EVERYDAY OPERATION OF THE RADIO STATION BUSINESS.
THE FOREGOING ASSETS (THE PURCHASED ASSETS) ARE TO BE CONVEYED BY SELLER TO BUYER THROUGH AN ASSIGNMENT AND ANY OTHER DOCUMENT OF TRANSFER (THE CLOSING DOCUMENTS) CUSTOMARY FOR SUCH PURPOSE AND SATISFACTORY IN FORM AND SUBSTANCE TO BUYER, SELLER, AND THEIR RESPECTIVE COUNSEL. THE PURCHASED ASSETS ARE TO BE CONVEYED TO BUYER FREE AND CLEAR OF ANY CLAIMS, LIABILITIES, MORTGAGES, DEEDS OF TRUST, ASSIGNMENTS, LIENS, PLEDGES, CONDITIONS, EXCEPTIONS, RESTRICTIONS, LIMITATIONS, CHARGES, SECURITY INTERESTS OR OTHER ENCUMBRANCES OF ANY NATURE WHATSOEVER (COLLECTIVELY, LIENS).

{01383811-1 }
1
3. PURCHASE PRICE. THE PURCHASE PRICE (PURCHASE PRICE) TO BE PAID ON THE CLOSING DATE BY BUYER FOR THE PURCHASED ASSETS SHALL BE NINETY FOUR THOUSAND DOLLARS ($94,000.00), PLUS OR MINUS ANY PRORATIONS, TO BE PAID TO SELLER IN THE FOLLOWING MANNER:
A. UPON THE EXECUTION OF THE AGREEMENT, BUYER SHALL DELIVER TO THE SAN JUAN RECORD SAVINGS ACCOUNT, ('ESCROW ACCOUNT'), ACTING AS ESCROW AGENT, A DEPOSIT IN THE AMOUNT OF ONE THOUSAND DOLLARS ($1,000.00) (THE DEPOSIT), PURSUANT TO AN ESCROW AGREEMENT EXECUTED BY BUYER, AND SELLER.
B. THE BALANCE OF THE PURCHASE PRICE, SHALL BE PAID AT CLOSING BY WIRE TRANSFER BY BUYER OF IMMEDIATELY AVAILABLE FUNDS TO SELLER, AS DIRECTED IN A FLOW OF FUNDS AND WIRE INSTRUCTION DOCUMENT TO BE EXECUTED BY BUYER AND SELLER AT THE CLOSING. BUYER SHALL ALSO AT CLOSING AUTHORIZE IN WRITING THE RELEASE OF BUYERS INTEREST IN THE DEPOSIT TO SELLER.
4. REPRESENTATIONS AND WARRANTIES OF SELLER. SELLER HEREBY REPRESENTS AND WARRANTS TO BUYER THAT:
A. SELLER IS, AND AS OF THE CLOSING DATE WILL BE, A LIMITED LIABILITY COMPANY, DULY ORGANIZED, VALIDLY EXISTING AND IN GOOD STANDING IN COLORADO. SELLER HAS THE REQUISITE POWER AND AUTHORITY TO ENTER INTO AND FULFILL ITS OBLIGATIONS UNDER THIS AGREEMENT.
B. THE EXECUTION AND DELIVERY OF THIS AGREEMENT AND THE CONSUMMATION OF THE TRANSACTION CONTEMPLATED HEREBY HAVE BEEN DULY AUTHORIZED BY THE SHAREHOLDERS/EQUITY OWNERS OF SELLER. NO OTHER OR FURTHER CORPORATE ACT ON THE PART OF SELLER IS NECESSARY TO AUTHORIZE THIS AGREEMENT OR THE CONSUMMATION OF THE TRANSACTION CONTEMPLATED HEREBY. THIS AGREEMENT CONSTITUTES THE LEGAL, VALID AND BINDING OBLIGATION OF SELLER, ENFORCEABLE IN ACCORDANCE WITH ITS TERMS.
C. SUBJECT TO OBTAINING THE APPROVAL OF THE FCC, THE EXECUTION, DELIVERY AND PERFORMANCE OF THIS AGREEMENT (I) DOES NOT REQUIRE THE CONSENT OF ANY THIRD PARTY, AND (II) WILL NOT CONFLICT WITH, RESULT IN A BREACH OF, OR CONSTITUTE A DEFAULT UNDER ANY AGREEMENT OR INSTRUMENT TO WHICH SELLER IS A PARTY OR BY WHICH SELLER IS BOUND, OR UNDER ANY LAW, JUDGMENT, ORDER, DECREE, RULE OR REGULATION OF ANY COURT OR GOVERNMENTAL BODY WHICH IS APPLICABLE TO SELLER OR THE PURCHASED ASSETS.
D. THE STATION IS AND AS OF THE CLOSING DATE WILL BE IN MATERIAL COMPLIANCE WITH ALL APPLICABLE LAWS, INCLUDING THE COMMUNICATIONS ACT OF 1934, AS AMENDED, AND THE RULES AND REGULATIONS OF THE FCC AND ANY AUTHORIZATIONS FOR THE STATION INCLUDING ANY SPECIAL TEMPORARY AUTHORIZATIONS.
E. THE PURCHASED ASSETS ARE AND ON THE CLOSING DATE WILL BE IN COMPLIANCE WITH ALL APPLICABLE LAWS.
F. SELLER KNOWS OF NO REASON RELATED TO ITS QUALIFICATIONS WHICH WOULD DISQUALIFY IT FROM HOLDING THE LICENSE OR ASSIGNING THE LICENSE TO BUYER. THE LICENSE IS VALID AND IN FULL FORCE AND EFFECT AND CONSTITUTES ALL OF THE AUTHORIZATIONS ISSUED BY THE FCC IN CONNECTION WITH THE OPERATION OF THE STATION AS PROVIDED IN THE LICENSE.
{01383811-1 }
2

G. SELLER HAS, AND ON THE CLOSING DATE WILL HAVE, GOOD AND MARKETABLE TITLE TO ALL THE PURCHASED ASSETS, FREE AND CLEAR, OF ALL CLAIMS. NONE OF THE PURCHASED ASSETS ARE SUBJECT TO ANY RESTRICTIONS WITH RESPECT TO THE TRANSFERABILITY THEREOF. SELLER HAS COMPLETE AND UNRESTRICTED POWER AND RIGHT TO SELL, ASSIGN, CONVEY AND DELIVER THE PURCHASED ASSETS TO BUYER AS CONTEMPLATED HEREBY. AT CLOSING, BUYER WILL RECEIVE GOOD AND MARKETABLE TITLE TO ALL THE PURCHASED ASSETS, FREE AND CLEAR OF ALL LIENS OF ANY NATURE WHATSOEVER.
5. REPRESENTATIONS AND WARRANTIES OF BUYER. BUYER HEREBY REPRESENTS AND WARRANTS TO SELLER THAT:
A. BUYER IS, AND AS OF THE CLOSING DATE WILL BE, A CORPORATION, DULY ORGANIZED, VALIDLY EXISTING AND IN GOOD STANDING IN UTAH. THIS AGREEMENT CONSTITUTES A LEGAL, VALID AND BINDING OBLIGATION OF BUYER, ENFORCEABLE IN ACCORDANCE WITH ITS TERMS.
B. BUYER KNOWS OF NO REASON RELATED TO ITS QUALIFICATIONS THAT WOULD DISQUALIFY IT FROM ACQUIRING THE LICENSE FROM SELLER.
C. BUYER HAS THE FINANCIAL RESOURCES NECESSARY TO CONSUMMATE THE TRANSACTION CONTEMPLATED BY THIS AGREEMENT.
6. EXPENSES. THE EXPENSES INVOLVED IN THE PREPARATION AND CONSUMMATION OF THIS AGREEMENT SHALL BE BORNE BY THE PARTY INCURRING SUCH EXPENSE, PROVIDED, HOWEVER, THAT SELLER SHALL PAY THE FILING FEE FOR THE FCC ASSIGNMENT APPLICATION AT THE TIME OF FILING, AND BUYER SHALL REIMBURSE SELLER FOR ONE-HALF OF THAT FILING FEE WITHIN FIVE (5) BUSINESS DAYS AFTER PAYMENT OF THE FILING FEE OR TO BE CREDITED TO SELLER AT CLOSING.
7. SELLERS CLOSING CONDITIONS. ALL OBLIGATIONS OF SELLER TO CONSUMMATE THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT ARE SUBJECT TO THE FULFILLMENT, ON OR PRIOR TO THE CLOSING DATE, OF EACH OF THE FOLLOWING CONDITIONS WHICH, EXCEPT FOR THE INITIAL CONSENT OF THE FCC TO THE ASSIGNMENT, MAY BE WAIVED IN WHOLE OR IN PART BY SELLER:
A. THE FCC SHALL HAVE CONSENTED TO THE ASSIGNMENT OF THE LICENSE TO BUYER WITHOUT ANY CONDITION MATERIALLY ADVERSE TO SELLER, AND SUCH CONSENT SHALL HAVE BECOME A FINAL ORDER, NO LONGER SUBJECT TO REVIEW, RECONSIDERATION, APPEAL, OR REMAND UNDER APPLICABLE LAWS AND RULES OF THE FCC (A FINAL ORDER); AND
B. BUYER SHALL HAVE DELIVERED THE BALANCE OF THE PURCHASE PRICE IN THE MANNER SPECIFIED IN SECTION 3 HEREOF, INCLUDING WRITTEN AUTHORIZATION TO THE ESCROW AGENT TO RELEASE THE DEPOSIT TO SELLER.
8. BUYERS CLOSING CONDITIONS. ALL OBLIGATIONS OF BUYER TO CONSUMMATE THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT ARE SUBJECT TO THE FULFILLMENT, ON OR PRIOR TO THE CLOSING DATE, OF EACH OF THE FOLLOWING CONDITIONS WHICH, EXCEPT FOR THE INITIAL CONSENT OF THE FCC TO THE ASSIGNMENT, MAY BE WAIVED IN WHOLE OR IN PART BY BUYER:
A. THE FCC SHALL HAVE CONSENTED TO THE ASSIGNMENT OF THE LICENSE TO BUYER WITHOUT ANY CONDITION MATERIALLY ADVERSE TO BUYER, AND SUCH CONSENT SHALL HAVE BECOME A FINAL ORDER;
{01383811-1 }
3

B. SELLER SHALL HAVE EXECUTED AND DELIVERED TO BUYER THE CLOSING DOCUMENTS AND CONVEYED THE PURCHASED ASSETS TO BUYER IN ACCORDANCE WITH THIS AGREEMENT;
C. ALL REPRESENTATIONS AND WARRANTIES OF SELLER MADE HEREIN SHALL BE TRUE AND CORRECT IN ALL MATERIAL RESPECTS AS OF THE CLOSING DATE; AND
D. AS OF THE CLOSING DATE, SELLER SHALL HAVE COMPLIED IN ALL MATERIAL RESPECTS WITH ALL COVENANTS AND CONDITIONS OF THIS AGREEMENT.
9. TERMINATION. THIS AGREEMENT MAY BE TERMINATED BY THE PARTIES AS FOLLOWS:
A. IF EITHER BUYER OR SELLER SHALL BE IN MATERIAL BREACH OF THIS AGREEMENT, AND SUCH BREACH IS NOT CURED AFTER TWENTY (20) DAYS WRITTEN NOTICE FROM THE OTHER PARTY OR, IF THE BREACH IS NOT OF A TYPE THAT CAN BE CURED WITHIN SUCH TIME PERIOD, THEN AFTER A REASONABLE TIME TO CURE SUCH BREACH SO LONG AS THE BREACHING PARTY HAS COMMENCED GOOD FAITH DILIGENT EFFORTS TO CURE SUCH BREACH WITHIN SAID TIME PERIOD AND THEREAFTER DILIGENTLY PURSUES SUCH CURE TO COMPLETION, THEN THE OTHER PARTY, IF NOT THEN IN MATERIAL BREACH ITSELF, MAY TERMINATE THIS AGREEMENT. IN THE EVENT OF A MATERIAL BREACH OF THIS AGREEMENT BY SELLER, BUYER ALTERNATIVELY SHALL HAVE THE RIGHT TO SEEK AND OBTAIN SPECIFIC PERFORMANCE OF THE TERMS OF THIS AGREEMENT, IT BEING AGREED BY SELLER THAT THE PURCHASED ASSETS ARE UNIQUE ASSETS. IF ANY ACTION IS BROUGHT BY BUYER PURSUANT TO THIS SUBSECTION TO ENFORCE THIS AGREEMENT, SELLER SHALL WAIVE THE DEFENSE THAT THERE IS AN ADEQUATE REMEDY AT LAW. IN THE EVENT OF TERMINATION OF THIS AGREEMENT BY SELLER AS A RESULT OF AN UNCURED BREACH OF THIS AGREEMENT BY BUYER, SELLERS SOLE AND EXCLUSIVE REMEDY SHALL BE RECEIPT OF THE DEPOSIT AS LIQUIDATED DAMAGES. IN THE EVENT OF A DISPUTE HEREUNDER, THE PREVAILING PARTY SHALL BE ENTITLED TO RECOVER REASONABLE ATTORNEYS FEES FROM THE OTHER PARTY.
B. IF THE FCC, OR A COURT, SHALL HAVE ISSUED AN ORDER OR TAKEN ANY OTHER ACTION, IN ANY CASE HAVING THE EFFECT OF PERMANENTLY RESTRAINING, ENJOINING OR OTHERWISE PROHIBITING OR MAKING THE TRANSACTION NOT FEASIBLE, AND SUCH ORDER OR OTHER ACTION IS FINALLY DETERMINED, THEN EITHER PARTY MAY TERMINATE THIS AGREEMENT PROVIDED, HOWEVER, THAT THE RIGHT TO TERMINATE THIS AGREEMENT UNDER THIS SECTION 9(B) SHALL NOT BE AVAILABLE TO A PARTY WHOSE FAILURE TO FULFILL ANY OBLIGATION UNDER THIS AGREEMENT SHALL HAVE BEEN THE PRINCIPAL CAUSE OF, OR SHALL HAVE RESULTED IN, SUCH ORDER OR ACTION. IN THE EVENT OF A TERMINATION OF THIS AGREEMENT UNDER THIS SECTION 9(B), THE DEPOSIT SHALL BE RELEASED BACK TO THE BUYER BY THE ESCROW AGENT.
C. IF THE CLOSING HAS NOT OCCURRED WITHIN SIX (6) MONTHS AFTER THE DATE OF THIS AGREEMENT, THEN EITHER PARTY MAY TERMINATE THIS AGREEMENT, PROVIDED, HOWEVER, THAT THE RIGHT TO TERMINATE THIS AGREEMENT UNDER THIS SECTION 9(C) SHALL NOT BE AVAILABLE TO ANY PARTY WHOSE FAILURE TO FULFILL ANY OBLIGATION UNDER THIS AGREEMENT SHALL HAVE BEEN THE PRINCIPAL CAUSE OF, OR SHALL HAVE RESULTED IN UNREASONABLE DELAY IN THE CLOSING. IN THE EVENT OF A TERMINATION OF THIS AGREEMENT UNDER THIS SECTION 9(C), THE DEPOSIT SHALL BE RELEASED BACK TO THE BUYER BY THE ESCROW AGENT.
10. CLOSING. THE CLOSING, OR THE CLOSING DATE, AS USED THROUGHOUT THIS AGREEMENT, SHALL TAKE PLACE VIA ELECTRONIC MEANS ON A DATE SELECTED BY BUYER (WITH REASONABLE WRITTEN NOTICE TO SELLER) WITHIN FIVE (5) BUSINESS DAYS AFTER THE FCC SHALL HAVE CONSENTED TO ASSIGNMENT OF THE
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LICENSE TO BUYER AND SUCH CONSENT SHALL HAVE BECOME A FINAL ORDER, SUBJECT TO SATISFACTION OF OR WAIVER OF THE OTHER CONDITIONS PRECEDENT SET FORTH ABOVE.
11. CONTROL OF THE STATION PRIOR TO CLOSING. PRIOR TO THE CLOSING DATE, BUYER SHALL NOT, DIRECTLY OR INDIRECTLY, CONTROL, SUPERVISE OR DIRECT OPERATIONS OF THE STATION.
12. SURVIVAL. THE REPRESENTATIONS AND WARRANTIES OF BUYER AND SELLER SET FORTH ABOVE SHALL SURVIVE THE CLOSING DATE FOR A PERIOD OF TWELVE (12) MONTHS (THE SURVIVAL PERIOD) AND NO CLAIMS MAY BE BROUGHT UNDER THIS AGREEMENT UNLESS WRITTEN NOTICE DESCRIBING IN REASONABLE DETAIL THE NATURE AND BASIS OF SUCH CLAIM IS GIVEN ON OR PRIOR TO THE LAST DAY OF THE SURVIVAL PERIOD. IN THE EVENT SUCH NOTICE IS GIVEN, THE RIGHT TO INDEMNIFICATION WITH RESPECT THERETO UNDER THIS PROVISION SHALL SURVIVE THE APPLICABLE SURVIVAL PERIOD UNTIL SUCH CLAIM IS FINALLY RESOLVED AND ANY OBLIGATIONS WITH RESPECT THERETO ARE FULLY SATISFIED.
13.
14. ENTIRE AGREEMENT. THIS AGREEMENT, TOGETHER WITH ALL EXHIBITS AND SCHEDULES HERETO, CONSTITUTE THE ENTIRE AGREEMENT BETWEEN THE PARTIES AND SUPERSEDE ALL PRIOR AGREEMENTS.
15. CONSTRUCTION AND ENFORCEMENT. THIS AGREEMENT SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF UTAH. ANY DISPUTES ARISING OUT OF THIS AGREEMENT SHALL BE RESOLVED EXCLUSIVELY IN STATE OR FEDERAL COURT IN UTAH.
16. SUCCESSORS AND ASSIGNS. THIS AGREEMENT SHALL NOT BE ASSIGNABLE WITHOUT THE WRITTEN CONSENT OR THE OTHER PARTY AND. IF PERMITTED, SHALL THEN INURE TO THE BENEFIT OF AND BE BINDING ON THE PERMITTED SUCCESSORS AND ASSIGNS OF THE PARTIES HERETO.
17. COOPERATION. BOTH BEFORE AND AFTER THE CLOSING, SELLER AND BUYER SHALL EACH COOPERATE, TAKE SUCH ACTIONS AND EXECUTE AND DELIVER SUCH DOCUMENTS AS MAY BE REASONABLY REQUESTED BY THE OTHER PARTY IN ORDER TO CARRY OUT THE PROVISIONS OF THIS AGREEMENT.
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SEVERABILITY.
IF ANY CLAUSE, OR PORTION OF A CLAUSE, IN THIS AGREEMENT IS CONSIDERED
INVALID UNDER THE RULE OF LAW, IT SHALL BE REGARDED AS STRICKEN WHILE THE REMAINDER OF THIS
AGREEMENT SHALL CONTINUE TO BE IN FULL EFFECT.
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18. NOTICES. ALL NOTICES HEREUNDER SHALL BE DELIVERED IN WRITING AND SHALL BE DEEMED TO HAVE BEEN DULY GIVEN IF DELIVERED AND RECEIVED BY CERTIFIED OR REGISTERED MAIL, RETURN RECEIPT REQUESTED, OR BY EXPEDITED COURIER SERVICE, TO THE FOLLOWING ADDRESSES OR SUCH OTHER ADDRESSES AS ANY PARTY MAY PROVIDE BY WRITTEN NOTICE:
TO SELLER:
TO BUYER:
THOMAS TROLAND
REDROCK RADIO GROUP LLC 3180 NORTH MT VIEW DRIVE SAN DEIGO, CA 92116
WILLIAM BOYLE
SAN JUAN RECORD INC PO BOX 879
49 S. MAIN ST. MONTICELLO, UT 84535
19. EXCLUSIVITY. WHILE THIS AGREEMENT IS IN EFFECT, SELLER AGREES NOT TO ENGAGE IN ANY DISCUSSIONS OR NEGOTIATIONS CONCERNING ANY POTENTIAL SALE OF THE PURCHASED ASSETS TO ANY PARTY OTHER THAN BUYER OR ITS ASSIGNS.
20. BROKER. THE PARTIES JOINTLY ACKNOWLEDGE AND RECOGNIZE THAT THERE IS NO BROKER IN THIS TRANSACTION.
21. COUNTERPARTS. THIS AGREEMENT MAY BE SIGNED IN COUNTERPARTS WITH THE SAME EFFECT AS IF THE SIGNATURE ON EACH COUNTERPART WERE UPON THE SAME INSTRUMENT. EXECUTED COPIES OF THIS AGREEMENT TRANSMITTED BY FACSIMILE OR OTHER ELECTRONIC MEANS SHALL BE VALID AND BINDING.
22. REPRESENTATION BY COUNSEL. BUYER ACKNOWLEDGES THAT IT HAS THE OPPORTUNITY TO BE REPRESENTED BY COUNSEL IN CONNECTION WITH THIS AGREEMENT AND THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT.
THE REMAINDER OF THIS PAGE HAS BEEN INTENTIONALLY LEFT BLANK. SIGNATURES APPEAR ON THE NEXT PAGE.]
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IN WITNESS WHEREOF, THE PARTIES HAVE EXECUTED THIS AGREEMENT AS OF THE DATE FIRST WRITTEN ABOVE.
SELLER:
REDROCK RADIO GROUP LLC
BY: ____________________________ THOMAS TROLAND
MANAGING MEMBER
BUYER:
SAN JUAN RECORD INC
BY: ____________________________ WILLIAM BOYLE
MANAGING MEMBER
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INVENTORY EXHIBIT
TRANSMITTER ABAJO
1 NAUTEL V300 300WATT FM TRANSMITTER
1 SHIVELY 6810 FM ANENNA BACKUP ON UTILTITY POLE 1 2 CHANEL COMBINER (KUER/KBDX)
1 RVR STL RECEIVER
180FT LMR 400 TRANSMISSION LINE
60FT 7/8 COAX STL RECEIVER LINE
1 MF 960 SCALA MICROWAVE ANTENNA
STUDIO
1 AUDIO MIXER
2 STUDIO MICROPHONES
1 SINE EAS SYSTEM
1 STORQ AUDIO ON AIR AUTOMATION (LOCAL SPOTS)
1 STORQ II AUDIO ON AIR AUTOMATON (MUSIC AND LINERS, SERVER OWNED BY WESTWOOD ONE.)
   {01383811-1 }

Attachment 1


Exhibit 5
Description:
APA

ASSET PURCHASE AGREEMENT HAVE BEEN PROVIDED ALONG WITH THIS APPLICATION TO THE FCC SECRETARY OFFICE VIA US MAIL. STAFF HAS REQUESTED ONLINE AMENDMENT DUE TO OUT OF OFFICE OPERATIONS DUE TO PANDEMIC CONDITIONS.























Attachment 5


Exhibit 6
Description:
ATTRIBUTABLE INTEREST

THOMAS TROLAND IS 50 PERCENT OWNER OF DESERT EXPLORER COMMUNICATION LLC, APPLICANT FOR ASSIGNMENT OF KDVK, DOVE CREEK CO

Attachment 6


Exhibit 13
Description:
AGREEMENTS

AGREEMENTS FOR THE PROPOSED ASSIGNMENT WILL BE PROVIDED TO THE FCC SECRETARY OFFICE VIA US MAIL.

Attachment 13


Exhibit 15
Description:
ATTRIBUTABLE INTEREST

WILLIAM BOYLE IS THE PUBLISHER AND OWNER OF NON-DAILY MONTICELLO UT, SAN JUAN RECORD NEWSPAPER.

Attachment 15


Exhibit 18
Description:
CROSS OWNERSHIP

PROPOSED ASSIGNEE IS PUBLISHER OF LOCAL SAN JUAN RECORD NEWSPAPER AND IS CONSIDERED A NON-DAILY PUBLICATION.

Attachment 18
Description
San Juan Record Zip Code Distribution