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1 Matthew L. Johnson (6004) E-filed on February 8, 2017 Russell G. Gubler (10889) 2 JOHNSON & GUBLER, P.C. 3 Lakes Business Park 8831 West Sahara Avenue 4 Las Vegas, Nevada 89117 Phone: (702) 471-0065 5 Fax: (702) 471-0075 e-mail: [email protected] 6 [Proposed] Attorneys for Debtor 7 UNITED STATES BANKRUPTCY COURT 8 DISTRICT OF NEVADA 9 In re: Case No: BK-S-17- 10 KHWY, INC., Chapter 11 11 Debtor. 12 Hearing Date: OST REQUEST PENDING 13 Hearing Time: OST REQUEST PENDING 14
15 MOTION TO SELL ASSETS FREE AND CLEAR OF LIENS AND ENCUMBRANCES PURSUANT TO 11 U.S.C. §363(f) 16 17 The Debtor, KHWY, INC., (“Debtor”), through its attorney, Matthew L. Johnson, Esq., of 18 the law firm of JOHNSON & GUBLER, P.C., respectfully moves this Court for an Order (1) 19 approving the sale of Radio Stations KHYZ, Channel 259B, Mountain Pass, CA (along with 20 Booster Station KHYZ-FM2, Las Vegas, NV), and KRXV, Channel 251B, Yermo, California, 21 and related assets to Educational Media Foundation (“EMF”) for $525,000, free and clear of all 22 liens pursuant to 11 U.S.C. §363(f), claims and encumbrances, with liens, claims and 23 encumbrances attaching to the sale proceeds, subject to higher and better bids, and certain other 24 conditions set forth in this motion, and (2) approving the sale of the Debtor’s remaining assets, 25 including all assets used by the Debtor to operate other radio stations located throughout the 26 Southwestern United States, free and clear of all liens, claims and encumbrances pursuant to 11
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1 U.S.C. §363(f), with proceeds of the sale being distributed to secured creditors at closing, or as
2 otherwise agreed by the Debtor and applicable secured creditor, and otherwise held by the Debtor 3 to be distributed to pay administrative expenses, and if any funds remain, to distribute the balance 4 of any funds remaining to unsecured creditors through a Plan of Reorganization or as otherwise 5 directed by the court. The Debtor has brought this motion early in the case is to maximize the 6 value of the assets as the Debtor believes that the value of the assets will be best preserved if the 7 stations continue to operate and are sold, rather than cease operations. For these reasons, the 8 Debtor respectfully requests that the Court enter an Order granting this Motion. 9 This Motion is made and based on the attached Points and Authorities, the papers and 10 pleadings on file herein, the Declaration on file herein in support of the Motion, and any oral 11 argument and additional evidence that the Court may entertain at the time of any hearing on this 12 Motion.
13 A. FACTS 14 The Debtor, KHWY, Inc. (“Debtor” or “KHWY”), owns and operates several radio 15 stations under various call signs. These stations include “Highway Vibe”, (1) KHWY-FM, (2) 16 KRXV- FM, (3) KHYZ-FM, “Highway Country” (4) KIXW- FM, (5) KIXF-FM. Furthermore, 17 the Debtor owns the majority interests in The Drive, LLC (“Drive”), a California Limited 18 Liability Company, which owns and operates two additional stations, (6) KHDR-FM, and (7) 19 KHRQ-FM. Although the last two stations are owned by Drive, all of Drive’s operational income 20 and expense have always been directed through the Debtor. John Hearne with Point Broadcasting 21 owns a minority interest in Drive. The FCC has allocated licenses to each of the above stations, 22 and KWHY intends to sell and transfer its interests in those licenses and in the physical assets of 23 the radio stations. On January 31, 2017, the Debtor received an offer from EMF to purchase 24 stations KHYZ and KRXV, together with their related equipment, licenses, and other assets 25 required to operate those stations. The remaining assets that the Debtor desires to sell include,
26 among other assets, the remaining broadcasting equipment and licenses of the various stations -2-
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1 that are required to operate the stations, as well as the long standing agreements with the tower
2 owners for use of the various towers required to broadcast. The sale will be subject to approval of 3 the Court and as to the licenses, approval of the FCC. KHWY is the only radio station 4 serving the drive market between Los Angeles, Las Vegas and Kingman, Arizona. It has been 5 broadcasting for more than 30 years, and provides the only contiguous live media between those 6 markets. It provides traffic, weather, entertainment and emergency road information to 7 approximately 63 million motorists who travel those highways each year. It is the designated 8 Emergency Alert System interface between the Southwestern United States and the Central 9 United States as designated and licensed by the FCC and Homeland Security. It is unique as the 10 only broadcast entity licensed to approach a 100% mobile, automotive audience. 11 This motion seeks to sell to EMF (if the successful bidder) Radio Stations KHYZ and 12 KRXY and its related equipment, contracts, and assets, and sell to the highest bidder at an auction 13 to be scheduled by the Court all of the remaining assets of the Debtor, including its majority 14 interest in Drive. The Motion does not seek to sell the minority interest of John Hearne or Point 15 Broadcasting. A list of the assets the Debtor seeks to sell is attached as Exhibit 1. In addition to 16 this list, the Debtor seeks to sell its interest in The Drive, LLC. 17 Currently, no less than three entities/individuals have expressed an interest in purchasing 18 all or part of KHWY’s assets. On January 31, 2017, the Debtor received an offer from EMF to 19 purchase Radio Stations KHYZ and KRXV from the Debtor for $525,000.00. Although EMF has 20 signed a letter of intent, A definitive asset purchase agreement has not been signed at the time of 21 the filing of this motion. No offers have been finalized regarding the Debtor’s remaining assets, 22 but the Debtor believes that those assets have value, there are interested buyers, and definitive 23 offers will be received in advance of the contemplated auction. 24 The Debtor has had several financial challenges and has been unable to operate at a profit. 25 Initially, in December 2016, the Debtor filed a Chapter 7 petition to allow a Trustee to sell the
26 assets at, what the Debtor believed, would be a lower administrative cost than if a sale were -3-
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1 conducted under Chapter 11. However, for the stations to maintain their value, they must remain
2 on the air. The Trustee assigned to the Chapter 7 case determined that the risk in operations was 3 too great to continue operations, and that the assets may be encumbered, and agreed to dismissal 4 of the case so that the Debtor could continue to operate the stations and maintain their value while 5 attempting to negotiate one or more sales of the assets. Furthermore, the Debtor’s only secured 6 creditor, What’s On Las Vegas (“WOLV”),1, has no objection to the sale efforts occurring as part 7 of a chapter 11 case and the Debtor’s use of its cash collateral, subject to court approval of the 8 terms of the proposed cash collateral stipulation filed by the Debtor with the court on February 8, 9 2017.2ARGUMENT
10 1. This Court Should Authorize The Debtor To Sell The Debtor’s Assets Free And Clear Of All Liens And Encumbrances. 11 12 The Debtor cannot continue to operate the stations at a profit under its current revenue 13 stream. However, the Debtor’s assets are significantly more valuable if the stations are operating 14 than if the stations “go dark.” The recent offer received from EMF to purchase the assets relating 15 to just two stations for $525,000 are evidence of this fact. The Debtor has been negotiating the 16 sale of its assets for several months, and has at least three interested parties. The Debtor has filed,
17 1 Error! Main Document Only. Balboa Capital, entered into a “lease” agreement with the 18 Debtor for certain broadcasting equipment required for operation of the radio stations. This included a transmitter, broadcast processing systems, and studio broadcasting equipment. The 19 term of the “lease” has been satisfied and the Debtor is no longer required to make payments under the agreement. However, under the agreement, the Debtor may either (1) continue to make 20 payments until a certain amount has been paid to Balboa Capital, (2) return the equipment to Balboa Capital, which has shown no interest in receiving it, or (3) refinance the amount required 21 to satisfy Balboa Capital in full. The Debtor believes that this is not a bona fide lease, but instead a quasi purchase agreement since the Debtor has the ability to own the equipment once the 22 diminishing balance is paid in full either through monthly payments or depreciation. To date, the balance required to satisfy Balboa Capital is approximately $42,000.00. Thus, Balboa Capital 23 may also be a secured creditor and not simply a lessor under this agreement.
24 2 Error! Main Document Only.The loan was issued from What’s On Las Vegas, LLC, a magazine publisher in Las Vegas, Nevada, which was wholly owned by Kellog Media Holdings. 25 Kellog’s lender, Brooks Houghton then foreclosed on its assets. On information and belief, Kellog Media is no longer operating, and the interest in the loan from What’s On has been 26 assigned to Brooks Houghton. -4-
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1 contemporaneous with this Motion, an application to employ the Debtor’s broker, and desires to
2 sell the Debtor’s assets, including its call names and equipment, free and clear of all liens and 3 encumbrances, with the proceeds being used first, to pay the secured creditor, subject to any court 4 approved “carveout” and then administrative expenses. In the event any funds remain thereafter, 5 the remaining balance would be used to satisfy the claims of unsecured creditors through a Plan 6 of Reorganization or as otherwise ordered. Although there are no current offers for the assets 7 other than the offer from EMF forassets relating to two stations, the Debtor has been involved in 8 discussions and believes that the additional stations may be sold for in excess of the Debtor’s 9 secured debt obligations. 10 Under 11 U.S.C. §363(b) and (f), a debtor in possession “may sell property . . . free and 11 clear of any interest in such property of an entity other than the estate . . . if . . . such interest is a 12 lien and the price at which such property is to be sold is greater than the aggregate value of all 13 liens on such property.” Such a sale is appropriate, especially if the sale is in the best interests of 14 the estate. See In re The Huntington Limited, 654 F.2d 578, 589 (9th Cir. 1981) (“If a Chapter 11 15 proceeding is filed in good faith with the intention of restructuring the debtor’s ailing financial 16 situation, and if it subsequently appears that a sale of assets is in the best interests of the estate, it 17 is within the power of the bankruptcy court to authorize such a sale.” (Citations omitted)). See 18 also In re Investors Funding Corp. Of New York, 592 F.2d 134, 135 (2nd Cir. 1979) (“Generally, 19 a sale free of encumbrances is disfavored if the aggregate of the encumbrances is greater than the 20 proceeds of the sale but favored if the estate has an equity in the property and the sale is in the 21 best interest of the estate.” (Citations omitted)). Furthermore, if the sale is less than the amount 22 owing to the secured creditor, a sale is appropriate if the secured creditor consents. 23 In this case, 11 U.S.C. §363(f)(3), allows the Debtor to sell its assets free and clear of 24 liens and encumbrances. The Debtor owes its secured Creditor, WOLV Las Vegas, LLC, 25 approximately $544,000.00, as of October 30, 2016. Interest, fees and expenses have continued
26 to accrue since that date. The Debtor believes that by continued operation of the stations, the -5-
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1 amount that will be received through the sale will exceed the amount owing to WOLV. As part
2 of the sale to EMF, the Debtor will also sell its interest in the agreement with Balboa Capital, and 3 EMF (or any other successful buyer) will have the right to step into the Debtor’s shoes regarding 4 that agreement and either pay Balboa Capital the amount remaining, to continue using the 5 equipment and making monthly payments, or simply return the equipment to Balboa Capital3. As 6 a condition precedent, EMF, or the successful bidder must accept any liabilities of the Balboa 7 Capital agreement, which is attached to this Motion as “Exhibit 1" to “Exhibit 2". The Debtor 8 requests that the Court approve a sale of KHYZ and KRXV to EMF pursuant to 11 U.S.C. 9 §363(f), approve payment of a commission to the Debtor’s broker as set forth in the application, 10 and approve a sale of the remaining assets and schedule an auction date within 30-60 days of 11 approval of this Motion. 12 The Debtor has been marketing the sale of these assets, through a broker, for 13 approximately six (6) months pre-petition, and believes that although there may be other 14 interested parties, the assets have been appropriately marketed to obtain the highest possible price 15 for the assets. This is evidenced by the recent offer from EMF of $525,000 for two of the stations 16 operated by the Debtor.
17 2. The Sale Should Be Governed By Certain Sale Procedures 18 The Debtor requests that the Court set the following sale procedures to govern the sale. 19 First, the Debtor requests that the Court approve the sale of Radio Stations KHYZ and KRXV to 20 EMF for $525,000.00, with a 10% commission being paid to the Debtor’s broker from the sale 21 proceeds, subject to the court’s approval of the Debtor’s employment of the broker, Spectrum 22 Media, LLC. The sale to EMF would include Stations KHYZ and KRXV, broadcast equipment 23 and all assets related to the Stations’ tower sites, as well as the assignment and assumption of the
24 3 Error! Main Document Only.To date, Balboa Capital has not responded to various inquiries by the Debtor or counsel regarding this matter. The Debtor has not returned the equipment because 25 (1) it is necessary to continue operation of the stations, and (2) among the Balboa equipment is a large, heavy broadcast transmitter located high on a mountain in California, and the cost to 26 retrieve it and return it to Balboa is more than the Debtor can reasonably afford. -6-
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1 Balboa Master Lease Agreement, a copy of which is attached as Exhibit “1" to this Motion. A
2 copy of the Assignment and Assumption Agreement to be signed as a condition of the sale to 3 EMF is attached as Exhibit “2". Within five (5) days of approval of this Motion, EMF must 4 deposit with the Trust Account of JOHNSON & GUBLER, P.C. 5% of the purchase price, or 5 $26,250.00, which amount will remain in the Trust Account of JOHNSON & GUBLER, P.C. 6 until further Order of the Court. The sale will close within ten (10) days of final approval of the 7 transfer of the licenses by the FCC. 8 All remaining assets will be sold at an auction to be set by this Court. All bidders must 9 comply with all of the terms set forth in this Motion4, including but not limited to the following: 10 (1) a bid in an amount no less than $100,000.00, which amount must be used first to pay 11 administrative expenses including (a) a payment to the broker in the amount of 10% of the sales 12 price, (b) payment of attorney’s fees and costs to JOHNSON & GUBLER, P.C. and to Marissa 13 Repp, the attorney who will prepare the FCC transfer documents to the successful bidder, (c) 14 payment to Steve Aronson, the Debtor’s accountant for all tax and accounting costs associated 15 with the sale transaction, (d) payment of all U.S. Trustee’s fees incurred as a result of the sale, 16 and (e) any other administrative expenses incurred while the case is pending. The balance of the 17 sale proceeds shall be paid to satisfy any remaining claim of WOLV up to the satisfaction of its 18 claim (believed to be approximately $544,000.00). In the event that there are any other amounts 19 left over, those amounts shall be paid to unsecured creditors on a pro-rata basis through a Plan of 20 Reorganization.In order to qualify to bid at the auction, all interested bidders shall place into the 21 trust account of JOHNSON & GUBLER, P.C. a minimum of two (2) business day prior to the 22 Auction a deposit in the amount of $10,000.00. Any bidder who is not the Successful Bidder will 23 have the deposit returned to them after the conclusion of the auction, in the ordinary course.
24 4 Error! Main Document Only.Although the sale could be brought in a Plan, the Debtor has 25 elected to sell through this section 363(f) motion to save the significant costs of administrative expenses. The costs of operating the Debtor while a Plan is properly noticed, voted on, and 26 confirmed would significantly cut into the amount to be received by the creditors. -7-
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1 The sale shall be subject to the Successful Bidder being approved for licensing by the
2 Federal Communications Commission (“FCC”). It is anticipated that this process may take up to 3 120 days from the date of the auction. The sale proceeds shall be held in the Trust Account of 4 JOHNSON & GUBLER, P.C. until such time as the sale closes, meaning that the sale proceeds 5 have been paid and the FCC has granted final approval of the transfer of the licenses. In the event 6 that the Closing does not occur by August 31, 2017 because of the failure or refusal of the FCC to 7 transfer the licenses, either party has the right to cancel the Escrow by written notice to that party, 8 to the Debtor, and to JOHNSON & GUBLER, P.C. 9 The Court may approve the sale to the highest qualified bidder, and may accept backup 10 bids in the event that the highest qualified bidder fails to perform. The Successful Bidder’s 11 deposit shall become non-refundable upon the adjournment of the Auction, unless the Sale fails to 12 close as a result of the Debtor’s failure to comply with any condition precedent to the Sale, the 13 Debtor breaches its obligations under the Order or applicable purchase and sale agreement, or the 14 FCC fails or refuses to transfer the licenses to the Successful Bidder by August 31, 2017. 15 Bid increments will be $5,000 or in such other incremental amount determined by the Court. In 16 the event that the Successful Bidder does not pay to the Trust Account of JOHNSON & 17 GUBLER, P.C. the amount of the Successful Bid within ten (10) days of the Auction, the Debtor 18 has the right to cancel the sale and the deposit paid by the Successful Bidder shall be forfeited to 19 the Debtor and the Debtor may then accept backup bids. Any backup bidder shall deposit the 20 Accepted Backup Bid price in the Trust Account of JOHNSON & GUBLER, P.C. within ten (10) 21 days of written notice of acceptance of the backup bid. If either party defaults in their obligations, 22 the non-defaulting party may cancel the sale. The defaulting party shall pay all costs of 23 cancellation. If there is no bidder, the sale will be cancelled and the Debtor may return the leased 24 equipment to Balboa Capital. 25
26 -8-
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1 B. CONCLUSION
2 For all of the above reasons, the Debtors respectfully request that the Court enter an 3 Order: 4 1. Allowing the Debtor to sell its interest in its assets, free and clear of all liens and 5 encumbrances pursuant to 11 U.S.C. §363(f); 6 2. Approving the sales procedures set forth above; 7 3. Authorizing the Debtor to sign all documents necessary to complete the sale, with 8 the proceeds of the sale to be paid directly from Escrow to pay (1) administrative expenses as set 9 forth in the Motion, and (2) to pay the secured creditor up to the amount of its claim, and if any 10 proceeds remain, to hold those proceeds in the Trust Account of JOHNSON & GUBLER, P.C. to 11 be distributed through a Plan of Reorganization; 12 4. That the Court grant such other relief as this Court deems just. A copy of the 13 Proposed Order is attached as Exhibit “A” to this Motion. 14 Dated this 8th day of February, 2017.
15 JOHNSON & GUBLER, P.C.
16 /s/Matthew L. Johnson . Matthew L. Johnson (6004) 17 Russell G. Gubler (10889) Lakes Business Park 18 8831 West Sahara Avenue Las Vegas, Nevada 89117 19 (702) 471-0065 (702) 471-0075 facsimile 20 E-mail: [email protected] [Proposed] Attorneys for Debtors 21 22 23 24 25
26 -9-
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1 CERTIFICATE OF SERVICE
2 I hereby certify that on February 8, 2017, I sent a true and correct copy of the foregoing 3 MOTION TO SELL ASSETS FREE AND CLEAR OF LIENS AND ENCUMBRANCES ON 4 AN ORDER SHORTENING TIME, via electronic service, to the following:
5 See Master Service List
6 I further certify that on the same date I mailed a true and correct copy of the Motion on
7 the following:
8 WOLV Las Vegas, LLC c/o Sara L. Chenetz, Esq. 9 PERKINS COIE, LLP 1888 Century Park East, Suite 1700 10 Los Angeles, CA 90067-1721
11 Balboa Capital Corporation 2010 Main Street, 11th Floor 12 Irvine, CA 92614
13
14 /s/ Suzanne Alexander . An Employee of JOHNSON & GUBLER, P.C. 15 16 17 18 19 20 21 22 23 24 25
26 -10-
Case 17-10530-led Doc 15 Entered 02/08/17 18:06:42 Page 11 of 54 Exhibit 1 to Motion to Sell
2016 Inventory List
Purchase Tag # Description Location Value Date
29 CD Link STL Transmitter Barstow $700 CDL-950T 166 Medium Wood CD Rack Barstow $70
168 Large Wood CD Rack Barstow $90
172 Cisco Systems SR224G LAN Barstow $150 Distribution Switch 173 Cisco Systems RV0041 Barstow $150 Internet Fire Wall Router 174 Yamaha Receiver TX492 Barstow $100
175 Barix EX Streamer 500 Barstow $240
176 Yamaha Receiver TX492 Barstow $100
177 Crescend STL Amplifier Barstow $450 LPA-900 178 Tripp Lite UPS Barstow $50
179 HP Compact Computer Barstow $400 “Studio C” 180 The Match Box 2 Direct Barstow $80 Coupler 181 Wood Desk Over Bridge Barstow $40
182 Numark CD Player Barstow $80 201 Harris RAK-85 Equipment Barstow $100 224 Basic Rack Assy Barstow $200
Any interest of KHWY, Inc in The Drive, LLC Case 17-10530-led Doc 15 Entered 02/08/17 18:06:42 Page 12 of 54
225 Basic Rack Assy Barstow $200
234 Basic Rack Assy Barstow $200
249 Work Bench w/2 Cabinets Barstow $160
287 Kitchen Table Barstow $40
295 4’ Ladder Barstow $75
296 Metal Cabinet Barstow $100
300 Black Boling Wood Chair Barstow $45
308 Wood Desk Barstow $100
309 Desk Extension Barstow $80
313 Boling Blue/Wood Chair Barstow $45
314 Wood End Table Barstow $40
317 Blue Boling Chair w/casters Barstow $45
318 Blue Boling Chair w/casters Barstow $45
319 Blue Boling Chair w/casters Barstow $45
321 Blue Boling Chair w/casters Barstow $45
322 Lg. China Blue Fluted Lamp Barstow $25
324 Wood End Table Barstow $40
325 Credenza wood 4dr. Barstow $200
326 Wood Coat rack Barstow $15
327 Custom Mirror 30 x 40 Barstow $35
328 End Table #453-T Barstow $40
329 Fire Extinguisher Barstow $25
341 Oxford Dessage File metal Barstow $45
343 Fire Extinguisher Barstow $25
344 Fire Extinguisher Barstow $25 Case 17-10530-led Doc 15 Entered 02/08/17 18:06:42 Page 13 of 54
345 Fire Extinguisher Barstow $25
348 Executive Desk 6dr. Barstow $175
351 Metal R2D2 with wings Barstow $35
354 Picture Siler City Stage Barstow $100
355 Minotaur Galleries Barstow $100 Picture Indians
356 Minotaur Galleries Antique Barstow $100 Print Collection
382 Fire Extinguisher Barstow $25
395 2 DR. Wood File Cabinet Barstow $55
403 Bulk Tape Erasure Barstow $5
727 Boling Wood/Blue Loveseat Barstow $145
803 Wood Computer Desk Barstow $100
804 Wood Computer Shelves Barstow $45
821 Wood Computer Desk Barstow $145
822 Wood Left Return Barstow $25
823 Wood Printer Stand Barstow $40
841 4 Dr. Devon File Brown Barstow $50 Metal
842 4 Dr. Premier File Grey Barstow $50 Metal
846 Brown wood chair Barstow $20
849 2 Dr. Metal File Cabinet Barstow $40
850 Large Wooden Cabinet 5’x5’ Barstow $100
852 Wood Mail Cabinet Barstow $100
862 Pioneer PDM603 CD Player Barstow $155
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1012 Belar RF Amp RFA-4 Barstow $200
1013 Belar FM Mod. Monitor Barstow $200 FM2
1015 Broadcast Tools 8X2 Stereo Barstow $100 Switcher
1016 Air Sentry Silence Sensor Barstow $125
1021 Hewlett Packard ScanJet 5P Barstow $40
1025 Grey Chair w/Casters Barstow $25
1029 Sage Alerting System EAS Barstow $1,200
1031 360 Audio Editor System Barstow $100
1051 Crown D75 Power Amp. Barstow $130
1062 Cherry Wood Desk Barstow $200
1064 Cherry Wood Cerdenza Barstow $200
1067 Globe 4 dr. Metal File Barstow $100 Cabinet
1122 Compatible Systems Micro Barstow $100 Router 1250
1127 Logitek PWR-30 Audio Barstow $160 Power Amplifier
1131 Electrovoice RE20 Barstow $250 Microphone
1139 Tascam Reel to Reel BR20 Barstow $1.00
1154 Burk ARC-16 Remote Barstow $500 Control
1158 Electro-Voice Mic RE20 Barstow $250
1160 Symetrix Power Amp Barstow $100
1165 Tappan Refrigerator Barstow $150
1168 Pioneer SX253 Receiver Barstow $100
1184 HP 4000 Laser Jet Printer Barstow $50
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1188 HP 812 Printer Barstow $25
1211 Telos 1x6 Phone Hybrid Barstow $1,000 04/0 Head Unit 8
1212 Telos Phone Key Pad Barstow $245 04/0 8
1215 HP CPU Tower “Kevin” Barstow $200
1216 HP CPU Tower “Sales” Barstow $350
1219 360 System Short Cut Barstow $145
1220 Numark CDN25 CD Player Barstow $120
1223 Carvin DCM150 Power Barstow $50 Amp.
1224 CPU Tower “Engineer” Barstow $400
1227 CPU Tower Studio C Barstow $400 “Production”
1228 HP Laser Jet 4250n Printer Barstow $50
1230 CPU Tower Admin “Erin” Barstow $400
1231 CPU Tower “BARSPD3” Barstow $400
1232 CPU Tower Barstow $200
1233 CPU Tower “BARSPD2” Barstow $400
1234 CPU Tower Dell “Server” Barstow $600
1235 Powerware 9120 UPS Barstow $200
1237 CPU Tower “BARSPD1” Barstow $400
1243 BTOOLS 12 Channel Board Barstow $350 09/0 Promix12 8 Case 17-10530-led Doc 15 Entered 02/08/17 18:06:42 Page 16 of 54
1244 TFT EAS 940A Barstow $300 04/0 8
1245 Staples Shredder SPL- Barstow $90 S302D
1246 Staples Shredder SPL- Barstow $90 S302D
1247 Tripp Light UPS Barstow $50
1248 Carvin HD 1000 Power Amp Barstow $400
1249 APC - UPS Barstow $200
1253 FM Antenna Barstow $20
1255 FM Antenna Barstow $20
1256 4’ Mark STL Antenna Barstow $200
1258 HF Antenna Barstow $100
1260 AM Antenna Barstow $20
1266 Powerware 9120 UPS Barstow $300
1270 Mosley SL9003Q STL Barstow $3,300
1273 Audio Science BOB 1024 Barstow $100 Breakout Box
1274 Audio Science BOB 1024 Barstow $100 Breakout Box
1275 Audio Science BOB 1024 Barstow $100 Breakout Box
1276 Audio Science BOB 1024 Barstow $100 Breakout Box
1277 Audio Science BOB 1024 Barstow $100 Breakout Box
1278 Mosley SL9003Q STL Barstow $3,300
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1280 CPU Tower “The Drive” Barstow $400
1292 CPU Tower “The Highway” Barstow $400
1293 CPU Tower “Highway Barstow $400 Country”
1294 CPU Tower “Production” Barstow $400
1295 CPU Tower “Admin/Server” Barstow $400
1296 CPU Tower “DRR1” Barstow $400
1298 CPU Tower “Eudora” Barstow $400
1300 CPU Tower Dell Barstow $200
1317 Conference Table Barstow $300
3204 DeltaTelos 100 Phone Barstow $300 Coupler
3206 Hon 4 dr. Metal File Cabinet Barstow $40
1370 4 dr. Cherry Wood Cadenza Barstow $200 /File Cabinet
3064 Holga 3-Level Desk/Cabinet Barstow $140
3065 Holga 3-Level Desk/Cabinet Barstow $140
3067 Holga Counter Top Barstow $50
3095 Brass Picture Caesars Barstow $100
3207 DeltaTelos 100 Phone Barstow $300 Coupler
3122 Metal Etching Picture Barstow $100 “Globe”
3123 Metal Etching Picture Barstow $100 “Ship”
3208 DeltaTelos 100 Phone Barstow $300 Coupler
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3209 DeltaTelos 100 Phone Barstow $300 Coupler
3210 DeltaTelos 100 Phone Barstow $300 Coupler
3211 DeltaTelos 100 Phone Barstow $300 Coupler
3212 Pacific Research & Barstow $3,500 Engineering Airwave Digital Board 17-ch
3213 Pacific Research & Barstow $3,500 Engineering Airwave Digital Board 16-ch
3215 Symetric 528E Voice Barstow $400 Processor
3216 Broadcast Tools 6X1 Barstow $200 Stereo Switcher
3217 Broadcast Tools 6X1 Barstow $200 Stereo Switcher
3221 Tascam 122mkII Barstow $100 CassetteDeck
3222 Custom Cabinet Counter Barstow $200 Top Control Room
3223 Custom Equipment Cabinet Barstow $100 Control Room
3224 Barstow $100 Custom Equipment Cabinet Production Room
3225 Custom Equipment Cabinet Barstow $200 Production Room
3226 Custom Cabinet Counter Barstow $200 Top Production Room
3232 Custom Equipment Cabinet Barstow $140 Case 17-10530-led Doc 15 Entered 02/08/17 18:06:42 Page 19 of 54
News Room
3233 Custom Counter Cabinet Barstow $200 News Room
3236 Gemsound DJL-1150II Barstow $50 Turntable
3240 Sony CFD CD/Cass./Radio Barstow $45 ZW770
3242 4 dr. File Cabinet Barstow $50
3243 Large Lateral 4dr. File Barstow $50
3245 FE Series Best Ups Barstow $30
3250 Tascam CD-RW2000 Barstow $200 CD Recorder
3252 AudioTechnics 528E Barstow $400 Voice Processor
3253 AudioTechnics DA 1600b Barstow $350 Distribution Amp.
3254 Endec EAS 101 Harris Barstow $200
3255 AudioTechnics DA 1600b Barstow $350 Distribution Amp.
3256 AudioTechnics DA 1600b Barstow $350 Distribution Amp.
3257 AudioTechnics DA 1600b Barstow $350 Distribution Amp.
3258 Fostex 6301B Powered Barstow $125 Monitor
3259 Fostex 6301B Powered Barstow $125 Monitor
3261 Electro-Voice RE20 Mic Barstow $250
3262 Electro-Voice RE20 Mic Barstow $250
3263 JBL 4408A Studio Monitor Barstow $200 Case 17-10530-led Doc 15 Entered 02/08/17 18:06:42 Page 20 of 54
3264 JBL 4408A Studio Monitor Barstow $200
3265 Tascam 122mkIII Barstow $100 Cassette Deck
3284 Altec Computer Speakers Barstow $70
3285 Weather Station 433mHz Barstow $150 Cable Free
3328 Executive Chair Barstow $45
3329 Large Wood CD Rack Barstow $100
3331 Wood L-Shaped Desk Barstow $300
3332 Wood L-Shaped Desk Barstow $300
3333 1 dr. Wood File w/Casters Barstow $20
3334 1 dr. Wood File w/Casters Barstow $20
3354 Denon Pro CD Recorder Barstow $225 DN-C55oR
3355 Cybex PC-Extender Barstow $40
3356 Cybex PC-Companion Barstow $40
3366 360 System Short Cut Barstow $150
3369 Wood Desk 3 dr. Barstow $100
3370 Labtec Computer Speakers Barstow $50
3371 RCA Speaker Barstow $20
3372 RCA Speaker Barstow $20
3373 HON Lateral File 3dr. Barstow $80
3386 Broadcast Tools 8 x 1 Digital Barstow $220 Audio Switcher
3415 Tascam TU-690 Receiver Barstow $115
3417 Symetrix 581E Distribution Barstow $240 Amp
3418 Symetrix 581E Distribution Barstow $240 01/05 Case 17-10530-led Doc 15 Entered 02/08/17 18:06:42 Page 21 of 54
Amp
3419 Aphex Compellor Barstow $600 Model 320D
3425 E/V RE27 Mic Barstow $250
3426 Broadcast Tools Silence Barstow $125 Monitor III
3426 Broadcast Tools Silence Barstow $125 Monitor III
3427 Broadcast Tools Silence Barstow $125 Monitor III
3428 Broadcast Tools Silence Barstow $125 Monitor III
3429 Broadcast Tools Silence Barstow $125 Monitor III
3430 Broadcast Tools Silence Barstow $125 Monitor III
3431 Broadcast Tools Silence Barstow $125 Monitor III
3432 528E Voice Processor Barstow $400
3435 Marantz Hand Held Barstow $200 03/0 Compact 6 MRZPMD660
3440 External Hard Drive Barstow $450 Production
01/06 3457 Comrex Access Mixer Barstow $1,000
01/06 3458 Comrex Acess Portable Barstow $3,000.00 Head Unit
Mark 6’ STL Dish To Calico Barstow $600 Parabolic Grid dish
TOTAL: $54,086 Case 17-10530-led Doc 15 Entered 02/08/17 18:06:42 Page 22 of 54
2016 Inventory List
Purchase Tag # Description Location Value Date
DR28 Audio Signal Filter Calico $500
202 Control Rack Calico $200
203 Control Rack Calico $200
365 Sola 23-25-175 Calico $500
368 Bandpass Cavity Calico $500
371 Andrew 858C Nitrogen Kit Calico $100
372 Work Bench Calico $50
730 Burk Remote Control Unit Calico $1,000 Arc-16
732 PT-2 FM Main Transmitter Calico $6,000 98.1 – 2.2kw
734 Burk Relay Panel Calico $150
740 Exhaust Fan Calico $50
744 Marti Base Antenna Calico $150
952 Omnia One Processor Calico $1,500
1146 Bandfast Cavity Calico $500
1271 Omnia One Processor Calico $1,500
3025 Transmitter Building 98/99 Calico $5,000
3201 Marti Transmitter STL-15C Calico $1,000 For Highway Country to Turquoise
3357 Marti Transmitter STL-15C Calico $1,000 For Highway Country to Ludlow
3358 GE Air Conditioner Calico $200
3392 Marti Transmitter STL-15 Calico $1,000
Case 17-10530-led Doc 15 Entered 02/08/17 18:06:42 Page 23 of 54
3443 Bird Trueline Watt Meter Calico $400 #6210-230
3456 Telular Phone GSM FAX Calico $100 Terminal 850/1900 Mhz
953 Omnia ONE Processor Calico $1,500 05/09
05/07 3479 Omnia Stereo Generator Calico $800
05/07 3480 Mosley SL9003Q RX4 STL Calico $3,300
3481 Mosley SL9003Q TX4 STL Calico $3,300
05/07 3482 Mosley LanLink HS Calico $2,000
3483 Mosley LanLink HS Calico $2,000
3484 Modulation Science Inc. Calico $250
Digit CD - Exciter Calico $2,000
BEXT FR-500 Transmitter Calico $2,900
2-Element (Bay) ERI FM Calico $80.00 Antenna – Main 98.1 Freq. Scrap metal
2-Element (Bay) ERI FM Calico $4,000 Antenna – Aux 98.1 Freq.
Mark 6’ STL Dish From Studio Calico $600 Parabolic Grid dish
Mark 8’ STL Dish To Calico $700 Turquoise Peak Parabolic Grid dish
LDF-7 Feedline Calico $250
Mark 10’ STL Dish To Mt. Pass Calico $900 Parabolic Grid dish
Case 17-10530-led Doc 15 Entered 02/08/17 18:06:42 Page 24 of 54
2016 Inventory List
Purchase Tag # Description Location Value Date
441 Rack Assy/Side Panel Kit Goffs $200
442 Belar FMM-2 Monitor (FM) Goffs $300
443 Belar FMS-2 Mod. Monitor Goffs $500
444 Burk Tech Remote Control Goffs $1,000
445 Moseley 6020 Receiver Goffs $900
448 Nitrogen Regulator Kit Goffs $100
449 Mark 6’ STL Dish FGrom Mtn. Goffs $600 Pass Parabolic Grid dish
450 ERI – Bay FML-3FM Ant. Goffs $1,000 Aux 98.9
453 EFI- Voltage Spike Protector Goffs $1,000
457 Thermostat/Contactor Goffs
458 Exhaust Fan Goffs $50
475 Mark 4’ STL Dish Goffs $400
721 Burk Relay Panel Goffs $150
725 Motorized Damper Goffs $50
3039 Transfer Switch Goffs $400
3040 40KW Generator Goffs $6,000
3130 Rolls Quartz Digital Tuner Goffs $100
3396 Telular Phone Cell-SX Goffs $200
3460 Harris Z7.5CD Transmitter Goffs $30,000 98.9mHz
3461 Boostek Phase Converter Goffs $2,000
ERI - 3 Bay FM Antenna Main Goffs $3,000 98.9 FanFare Receiver FT-1AP Goffs $100 FM Monitor Case 17-10530-led Doc 15 Entered 02/08/17 18:06:42 Page 25 of 54
LDF-7 Feedline Goffs $500
Case 17-10530-led Doc 15 Entered 02/08/17 18:06:42 Page 26 of 54
2016 Inventory List
Purchase Tag # Description Location Value Date
779 Speakers/Rockford Hwy Van – LV $200
783 Light Bar Hwy Van – LV $200
3000 Sony Power Amp XM3021 Hwy Van – LV $100
3001 Helium Tank Rack Hwy Van – LV $100
Dodge Caravan $1,500
Case 17-10530-led Doc 15 Entered 02/08/17 18:06:42 Page 27 of 54
2016 Inventory List
Purchase Tag # Description Location Value Date
2000 3127 Carvin HD 1000 Power Amp Hwy Van $300
2000 3128 Rane Graphic Equalizer Hwy Van $100
2000 3132 Mackie – 14ch Mixer Hwy Van $200 1402VLZ Pro
2000 3133 Shure Wireless Mic Base Unit Hwy Van $250 SL4
2000 3134 Shure Wireless Mic Base Unit Hwy Van $250 SL4
2000 3135 Custom Equipment Rack Hwy Van $50
2000 3136 Pro Sine 1000 Hwy Van $100 Power Inverter
2000 3137 Reader Board Brain Hwy Van $200
2000 3138 Onan - Remote Genset Hwy Van $1,200
2000 3139 Acer – Reader Board Key Pad Hwy Van $200
2000 3140 Custom Cabinets Hwy Van $200
2000 3141 Ford F-250 Van Hwy Van $2,500
Case 17-10530-led Doc 15 Entered 02/08/17 18:06:42 Page 28 of 54
2016 Inventory List
Tag # Description Location Comments
140 Royal Calculator Las Vegas $10
605 Brass Lamp Las Vegas $20
610 Brass Trash Can Las Vegas $10
619 4 Level Book Shelve Las Vegas $20
621 Wood hat Rack Las Vegas $250
633 Green/Brass Lamp Las Vegas $10
634 Large 3-Hole Punch Las Vegas $5
1239 3 Dr. File Cabinet w/wheels Las Vegas $40
1240 2 Cabinet Desk Hutch Las Vegas $100
1241 2 Cabinet Desk Hutch Las Vegas $100
1302 Ex. Desk 8dr. Glass Top Las Vegas $200
1303 7 dr. Armour/File Cabinet Las Vegas $200
1307 Red/Brass Lamp Las Vegas $10
1319 Boling Chair Blue w/Casters Las Vegas $25
1321 Boling Chair Blue w/Casters Las Vegas $25
1329 4 dr. Wood Desk Las Vegas $150
1330 3 dr. Desk Extension Las Vegas $80
1348 Small Refrigerator Las Vegas $100
1354 Brass Plant Stand Las Vegas $20
1366 5 Level Book Shelve Las Vegas $40
1368 Oval Wood Desk Glass Top Las Vegas $250 Case 17-10530-led Doc 15 Entered 02/08/17 18:06:42 Page 29 of 54
1369 Cherry Wood/Black Leather Las Vegas $30 Executive Chair
3078 Computer Speaker System Las Vegas $40
3079 5 Shelve Cabinet Las Vegas $10
3082 Maxtech Internet Junction Las Vegas $90
3083 Comport Com21 Las Vegas $80
3087 2 dr. Cherry Wood File Las Vegas $120 Cabinet
3088 QC Computer Speaker System Las Vegas $50
3100 2 Level Book Shelve Las Vegas $50
3103 Large Dry-Erase Felt Board Las Vegas $10
3105 2 dr. File Cabinet Las Vegas $40
3109 4 dr. Desk Las Vegas $125
3110 Executive Chair Las Vegas $35
3126 Brass Umbrella Stand Las Vegas $25
3342 3 Dr. Corner Desk Las Vegas $150
3343 2 Dr. Lateral File/Desk Las Vegas $100
3433 Sennheiser Shotgun Mic Las Vegas $150
3434 Marantz Recorder PMD660 Las Vegas $300
3447 8’ 5-Shelve Cabinet Las Vegas $110
3448 3’ 2-Shelve Cabinet Las Vegas $70
3450 3’ 2-Shelve Cabinet Las Vegas $70
3451 4 dr. Cabinet Las Vegas $180
3452 Sharp Carousel Microwave Las Vegas $50
3454 Corner Desk Las Vegas $170
3455 3 dr. File Cabinet Las Vegas $85
Computer - Kirk Las Vegas $150
Computer - Heidi Las Vegas $150
Computer - Lorie Las Vegas $150
Computer - Brandon Las Vegas $150 Case 17-10530-led Doc 15 Entered 02/08/17 18:06:42 Page 30 of 54
2016 Inventory List
Purchase Tag # Description Location Value Date
4/09 1261 Behringer Studio Monitor L.V. Studio $75 B2031P 4/09 3485 Arrakis Marc-15 Broadcast L.V. Studio $2,500 Console 4/09 3488 Tascam CD-RW 901SL L.V. Studio $300 4/09 3489 Furman Power Conditioner L.V. Studio $50 PL-Plusc 4/09 3490 Furman Power Conditioner L.V. Studio $50 PL-Plusc 4/09 3491 Tascam FM Receiver TU-90 L.V. Studio $100 4/09 3495 dbx 286A L.V. Studio $75 Mic Preamp/Processor 4/09 3496 dbx 286A L.V. Studio $75 Mic Preamp/Processor 4/09 3497 dbx 286A L.V. Studio $75 Mic Preamp/Processor 4/09 3498 Thermal UQFP-4 Quad Fan L.V. Studio $50 4/09 3499 Behringer Studio Monitor L.V. Studio $75 B2031P 4/09 Shure SM7B Mic L.V. Studio $190 4/09 Shure SM7B Mic L.V. Studio $190 4/09 Shure SM7B Mic L.V. Studio $190 4/09 Custom Studio Furniture U-GS L.V. Studio $1,500
Case 17-10530-led Doc 15 Entered 02/08/17 18:06:42 Page 31 of 54
2016 Inventory List
Purchase Tag # Description Location Cost & Date Vendor
$100 00004 Andrew Dryline MTO50 McCorkle – DR
$200 00005 Burk Relay Panel McCorkle – DR
$200 00006 TXRX System Filter McCorkle – DR
$8,000 00037 Harris Z2CD 2.5kw McCorkle – DR Transmitter 96.9mHz
$2,100 3351 Harris Digit CD Exciter McCorkle – DR
McCorkle – DR $1,200 Balboa 3471 Omnia ONE Processor Lease 4’ STL Dish McCorkle – DR $300 2 Element (Bay) FM Antenna McCorkle – DR $4,000 94.9
Case 17-10530-led Doc 15 Entered 02/08/17 18:06:42 Page 32 of 54
2016 Inventory List
Purchase Tag # Description Location Cost & Date Vendor
191 Bext LEX50 FM Exciter McCorkle - HC $2,000 192 Bext FLX 1300 Transmitter McCorkle - HC $3,000 193 Burk Relay Panel McCorkle - HC $200
McCorkle - HC $1,200 01/08 1262 Omnia ONE Processor 1263 Mosley SL9003Q STL McCorkle - HC $3,000 1264 Mosley LanLink HS McCorkle - HC $2,000
McCorkle - HC $4,000 2 Element (Bay) FM Antenna’s 101.5 4’ STL Dish McCorkle - HC $300
$100 3007 Equipment Rack 4’ McCorkle - HC
Case 17-10530-led Doc 15 Entered 02/08/17 18:06:42 Page 33 of 54
2016 Inventory List
Purchase Tag # Description Location Value Date
3416 Tascam TU-690 Receiver Mt. Arden, NV. $200
2/09 Bext LEX 30 Exciter Mt. Arden, NV. $1,100 1/09 3464 Mosely STL SL9003Q-RX2 Mt. Arden, NV. $3,300 Receiver 2/09 3466 Bext Transmitter FR500 Mt. Arden, NV. $3,000 801762 3475 Inovonics 531 FM Modulation Mt. Arden, NV. $2,100 Analyzer 2/09 MARK 6’ - STL Dish from Mt. Mt. Arden, NV. $600 Pass Parabolic Grid Antenna 2/09 ERI One Level One Face Panel Mt. Arden, NV. $6,000 Directional Antenna 2/09 LDF-7 Feedline Mt. Arden, NV. $400 One Full height Rack unit $200
Omnia Stereo Generator Mt. Arden, NV $800 2/09 Telular Pj\hone SX5T-535C Mt. Arden, NV. $200
Burk Arc-16 Mt. Arden, NV. $1,000
Burk Interface Panel #7 Mt. Arden, NV. $200
Case 17-10530-led Doc 15 Entered 02/08/17 18:06:42 Page 34 of 54
2016 Inventory List
Purchase Tag # Description Location Value Date
DR-02 Burk Arc-16 Mt. Pass $1,000
171 Power Clamp Transit Voltage Mt. Pass $100 Surge Suppresser
187 FMT – 350H Exciter Aux. Mt. Pass $1,000
188 Bext FB2000 Transmitter Mt. Pass $12,000 Aux.
189 Four Port 1-5/8” ERI Feed line Mt. Pass $2,700 Switcher
190 Altronic Reserch Dummy Load Mt. Pass $2,000
467 Moseley PCL 6010 Aural STL Mt. Pass $1,300 Transmitter
505 Transmitter Building Mt. Pass $6,000
Second Transmitter Building Mt. Pass $4,000
513 Sola 23-25-175 Mt. Pass $100
514 Circuit Relay Mt. Pass $50
517 Harris RAK-85 Equipment Mt. Pass $200 Rack
518 Work Bench Mt. Pass $50
520 Andrew 858C Nitrogen Kit Mt. Pass $100
521 Exhaust Fan Mt. Pass $50
702 Burk Interface Panel #7 Mt. Pass $200
704 Burk Temperature Sensor Mt. Pass $50
712 GE Air Conditioner Mt. Pass $200
713 LG Air Conditioner (Brand Mt. Pass $600 New)
1151 Onan Generator 40kw Mt. Pass $4,500
Case 17-10530-led Doc 15 Entered 02/08/17 18:06:42 Page 35 of 54
1155 Harris Z10CD Transmitter Mt. Pass $10,000 w/Exciter CD Link
1156 Decibel Products Filter Mt. Pass $300
1279 Mosley Lanlink HS Mt. Pass $2,000
3144 Exhaust Fan Mt. Pass $50
3349 Generator Transfer Switch Mt. Pass $1,000
3350 GE Air Conditioner Mt. Pass $200
3472 Moseley STL - SL9003Q-TX2 Mt. Pass $3,300 Transmitter
3473 Moseley Lanlink HS Mt. Pass $4,000
08 3474 Telular Phone Unit Mt. Pass $200
3477 Omnia Stereo Generator Mt. Pass $1,000
ERI 3-Bay FM Antenna’s Reg. Mt. Pass $5,100
Mark 10’ STL Dish From Mt. Pass $900 Calico Parabolic Grid dish
LDF-7 Feedline Mt. Pass $400
Mark 8’ STL Dish to Mt. Mt. Pass $700 Arden Parabolic Grid dish
Case 17-10530-led Doc 15 Entered 02/08/17 18:06:42 Page 36 of 54
2016 Inventory List
Purchase Tag # Description Location Value Date
237 Cart Machine Turquoise Peak $1.00 – HC
1178 Marti Transmitter STL-15C Turquoise Peak $1,000 1998 For Highway Country From – HC Calico
1192 Audio Tech PRO4H Mic Turquoise Peak $50 – HC
1250 Elenos Exciter/2k Transmitter Turquoise Peak $12,000 2015 – HC
1285 CD/Cassette Deck Turquoise Peak $50
– HC
3033 Burk Arc-16 Turquoise Peak $1,000 – HC
3044 Radio Shack 5-Channel Mixer Turquoise Peak $50 – HC
3048 AEA Packet Controller Turquoise Peak - 1998 PK-88 HC
4 Element (Bay) FM Antenna Turquoise Peak - $4,000 1998 Freq. 101.5 HC
Mark 8’ STL Dish From Calico Turquoise Peak - $700 1998 Peak Parabolic Grid dish HC
2 Yagi Antenna Turquoise Peak - $500 1998 HC
Case 17-10530-led Doc 15 Entered 02/08/17 18:06:42 Page 37 of 54
2016 Inventory List
Purchase Tag # Description Location Value Date
00007 Harris Z2CD 2.5kw Turquoise Peak $13,000 Transmitter 94.9mHz DR
00011 TXRX System Filter Turquoise Peak $1,300 DR
00012 Andrew Dryline MTO50 Turquoise Peak $400 DR
00013 Burk Relay Panel Turquoise Peak $200 DR
00036 Harris Digit CD Exciter Turquoise Peak - $3,000 DR
3402 Marti STL Receiver SR-20-C Turquoise Peak $1,000 From Calico DR
2 Element (Bay) FM Antenna Turquoise Peak $2,000 Directional Filaments 94.9 DR
4’ STL Dish Turquoise Peak $500 DR
Case 17-10530-led Doc 15 Entered 02/08/17 18:06:42 Page 38 of 54
Exhibit 2 to Motion to Sell
ASSIGNMENT AND ASSUMPTION OF MASTER LEASE AGREEMENT
THIS ASSIGNMENT AND ASSUMPTION OF MASTER LEASE AGREEMENT (“Agreement”) is made and entered into this ___day of ______, 2017, by and between KHWY, Inc., a California Corporation, (“Assignor”) and Educational Media Foundation “EMF”, a California non-profit corporation (“Assignee”).
RECITALS
WHEREAS, Assignor has filed a Chapter 11 Petition in the United States Bankruptcy Court for the District of Nevada (“Bankruptcy Court”), Case No. BK-S-17-______, and desires to assign to Assignee all of its interest and its liabilities under that Certain Master Lease Agreement CCAN: 137021 with Balboa Capital, a copy of which is attached as Exhibit 1 to this Assignment and Assumption Agreement; and
WHEREAS, Assignor has requested that the Bankruptcy Court approve the sale of Assignor’s assets pertaining to Radio Stations KHYZ, Channel 259B, Mountain Pass, California (along with Booster Station KHYZ-FM2 Las Vegas, Nevada) and KRXV, Channel 251B, Yermo, California, to Assignor, allowing the sale of Assignor’s Assets related to these stations free and clear of all liens and encumbrances; and
WHEREAS as a condition to the sale, the undersigned agrees to be liable for any of Assignor’s liabilities regarding the attached Master Lease Agreement in the event that the Bankruptcy Court approves the sale, as set forth in the Motion to Approve Sale and in any subsequent Order of the Bankruptcy Court pertaining to the Sale of the Assignor’s Assets.
AGREEMENT
NOW, THEREFORE, in consideration of the mutual covenants contained herein and other good and valuable consideration, the receipt and legal sufficiency of which is hereby acknowledged, the parties hereto agree as follows:
1. Assignment. Subject to an Order by the Bankruptcy Court approving the sale of the Assignor’s Assets to Assignee, Assignor hereby assigns to Assignee all of its right, title and interest in and to the Master Lease Agreement CCAN:1370-21 attached as Exhibit 1 to this Agreement, including any and all prepaids and other rights or entitlements of Assignor under the Lease, if any, subject to all of the terms, covenants, conditions and provisions of the Master Lease Agreement.
2. Assumption. From and after the date of entry of the Order by the Bankruptcy Court approving the sale to Assignor, Assignee hereby assumes, covenants and agrees to keep and perform each and every obligation of Assignor under the Master Lease Agreement. Assignee agrees to be bound by each and every provision of the Leases as if it had executed the same.
3. Assignee warrants that Assignee has the authority to enter into this Agreement. Case 17-10530-led Doc 15 Entered 02/08/17 18:06:42 Page 39 of 54
4. Expenses. The parties hereto will bear their separate expenses in connection with this Agreement and its performance.
5. In the event that the Bankruptcy Court does not approve the sale of the above- referenced radio stations to Assignee, or, if the Bankruptcy Court ultimately accepts the bid of a Backup Bidder instead of Assignee, then Assignor has no obligation to Assign its rights to Assignor under this Agreement, and Assignee shall have no liability in this Agreement.
6. Entire Agreement. This Agreement embodies the entire understanding of the parties hereto and there are no other agreements or understandings written or oral in effect between the parties relating to the subject matter hereof unless expressly referred to by reference herein. This Agreement may be amended or modified only by an instrument of equal formality signed by the parties or their duly authorized agents. In the event that the Bankruptcy Court approves the sale to Assignee, any conflict between Assignor and Assignee regarding this Agreement will be resolved by the Bankruptcy Court.
7. Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Nevada and each of the parties hereto submits to the non-exclusive jurisdiction of the United States Bankruptcy Court for the District of Nevada in connection with any disputes arising out of this Agreement.
8. Successors and Assigns. This Agreement and the provisions hereof shall be binding upon and shall inure to the benefit of the successors and assigns of the parties.
9. Attorneys’ Fees. In the event of a dispute arising under this Agreement, the prevailing party shall be entitled to recover all reasonable attorneys’ fees.
10. Counterparts. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original but all of which together shall constitute one and the same instrument. Facsimile signatures shall be deemed the same as originals.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the date first above written.
ASSIGNOR: KHWY, Inc.
______By: Kirk Anderson, its President
ASSIGNEE: Educational Media Foundation
______By: Case 17-10530-led Doc 15 Entered 02/08/17 18:06:42 Page 40 of 54
Exhibit "1" to Assumption and Assignment Agreement Case 17-10530-led Doc 15 Entered 02/08/17 18:06:42 Page 41 of 54 Case 17-10530-led Doc 15 Entered 02/08/17 18:06:42 Page 42 of 54 Case 17-10530-led Doc 15 Entered 02/08/17 18:06:42 Page 43 of 54 Case 17-10530-led Doc 15 Entered 02/08/17 18:06:42 Page 44 of 54 Case 17-10530-led Doc 15 Entered 02/08/17 18:06:42 Page 45 of 54 Case 17-10530-led Doc 15 Entered 02/08/17 18:06:42 Page 46 of 54 Case 17-10530-led Doc 15 Entered 02/08/17 18:06:42 Page 47 of 54 Case 17-10530-led Doc 15 Entered 02/08/17 18:06:42 Page 48 of 54 Case 17-10530-led Doc 15 Entered 02/08/17 18:06:42 Page 49 of 54 JOHNSON & GUBLER, P.C. LAKES BUSINESS PARK 8831 WEST SAHARA LAS VEGAS, NEVADA 89117 (702) 471-0065 (702) 471-0075 28 27 26 25 24 23 22 21 20 19 18 17 16 15 14 13 12 11 10 9 8 7 6 5 4 3 2 1 Case 17-10530-ledDoc15Entered02/08/1718:06:42Page50of54 counsel, andgoodcause appearingtherefore; reviewed thepleadingsand papersonfilewiththeCourt,havin JOHNSON &GUBLER,P.C.,andotherappearances asnotedonther shortened time, theDebtorbeingrepresentedbyMatthewL.John Attorneysfor [Proposed] e-mail: [email protected] Fax: (702)471-0075 Phone: (702)471-0065 Las Vegas,Nevada89117 8831 West SaharaAvenue Lakes BusinessPark JOHNSON &GUBLER,P.C. Russell G.Gubler(10889) Matthew L.Johnson(6004) Pursuant to11U.SC.§363(f)(“The KHWY, INC., In re: LIENS ANDENCUMBRANCESPURSUANT TO11U.S.C.§363(f)ANDSETTIN ORDER GRANTINGMOTIONTOSELLASSETSFREEANDCLEAROF The Debtor’sMotiontoSellAssetsFreeandClear ofLiensand Debtor. UNITED STATESBANKRUPTCYCOURT
Debtor DISTRICT OFNEVADA MotiontoSell”)havingcome Exhibit “A” AUCTION ) ) ) ) ) ) ) ) Hearing Time: Hearing Date: Chapter 11 Case No.:BK-S-17- g entertainedarguments of son, ofthelawfirm of beforetheCourton ecord, theCourthaving Encumbrances G JOHNSON & GUBLER, P.C. LAKES BUSINESS PARK 8831 WEST SAHARA LAS VEGAS, NEVADA 89117 (702) 471-0065 (702) 471-0075 28 27 26 25 24 23 22 21 20 19 18 17 16 15 14 13 12 11 10 9 8 7 6 5 4 3 2 1 Case 17-10530-ledDoc15Entered02/08/1718:06:42Page51of54 administrative expenses incurredwhilethecaseispending.Th payment ofallU.S.Trustee’sfeesincurredasaresult the Debtor’s accountantforalltaxandaccountingcosts associated the FCCtransferdocuments tothesuccessfulbidder,(c)paymen 157 and1334. and coststoJOHNSON&GUBLER,P.C payment tothebrokerina What’s On,whichamount must bepaidfirsttopayadministrativ including butnotlimited tothefollowing: Rule 54(b)of Rule 9014andunder 158(a). Notwithstanding Bankruptcy Rule 6004(h), and to any ex Nevada 89101 Nu Courtroom Floor, Third South, Boulevard Vegas Las 300 Court, the at ___.m. o’clock ____ at 2017 ______, on Assets Encumbrances isGRANTED; n is implementation ofthisOrder,andexpresslydirectsentryju there that finds expressly Court the 7054, Rule Bankruptcy .VenueinthisDistrictis 2. The Court has jurisdiction to consider the Motion to Sell pur 1. IT HEREBYISFOUNDANDDETERMINEDTHAT: (1) abidinanamount nolessthananamount tobeapprovedby i forth set terms the of all with comply must bidders other All IT ISFURTHERORDEREDthatfo This Order constitutes a final appealable order within the me Thisisacoreproceedingpursuantto28U.S.C.§157(b)(2). 4. 3. IT IS FURTHER ORDERED that the Court will hold an Auction for s Mo the that ORDERED HEREBY IS IT (the“Auction ”). mount of10%thesalesprice, the FederalRulesof CivilPr properpursuantto28U.S.C.§§140 . andtoMarissaRepp,theat llowing terms shallapplytotheA - 2 tion to Sell Assets Free and Cl and Free Assets Sell to tion sale, and(e)anyother dgment asset forthherein. withthesaletransaction,(d) (b) payment ofattorney’s fees e balanceofthesaleproceeds tent necessary under Bankruptcy ocedure, asmade applicableby t toSteveAronson,the e expensesincluding(a)a United States Bankruptcy States United rao fr ea i the in delay for reason o torney whowillprepare thesecuredcreditor, te oin o Sell, to Motion the n suant to 28 U.S.C. §§ mber 3, Las Vegas, Las 3, mber aning of 28 U.S.C. § 8 and1409. ale of the Debtor’s uction andSale: ear of Liens and Liens of ear JOHNSON & GUBLER, P.C. LAKES BUSINESS PARK 8831 WEST SAHARA LAS VEGAS, NEVADA 89117 (702) 471-0065 (702) 471-0075 28 27 26 25 24 23 22 21 20 19 18 17 16 15 14 13 12 11 10 9 8 7 6 5 4 3 2 1 Case 17-10530-ledDoc15Entered02/08/1718:06:42Page52of54 whole orinparttomore thanonebidder atthetime oftheauc to perform. qualified bidder,andmay acceptbackupbidsintheeventthat JOHNSON &GUBLER,P.C. licenses, eitherpartyhastherighttocancelEscrow bywr not occurbyAugust31,2017becauseofthefailureorrefusal paid andtheFCChasapprovedt GUBLER, P.C.untilsuchtime asthesalecloses,meaning thatt GUBLER, P.C.,andthosesaleproceedsshallbeheldintheTrus shall haveten(10)daystodepositthesalespriceintoTr being approvedforlicensingbytheF auction, intheordinarycourse. have thedepositandExecutedAgreement returnedtothem af to theMotionSell. associated with the Balboa Agreement, a copy of which is attach be will they bidder, successful the are they if that agreement business daypriortotheAucti bidders shall place into the trust account of JOHNSON & GUBLER, basis throughaPlanofReorganization. $544,000.00). Anyotheramounts leftovershallbepaidtouns shall bepaidtoWhat’s Onuptothesatisfactionofitsclaim IT ISFURTHERORDEREDthatattheDebtor’s option,theassetsm IT ISFURTHERORDEREDthatthe IT ISFURTHERORDEREDthataft IT ISFURTHERORDEREDthatthe IT ISFURTHERORDEREDthatanybidderwhoisnottheSuccessful IT IS FURTHER ORDERED that in order to qualify to bid at the au the at bid to qualify to order in that ORDERED FURTHER IS IT on (1)adepositintheamount o ransfer ofthelicenses.In ederal Communications Comm er theauctionisconducted, Courtmay approvethesaletoth saleshallbesubjecttotheSuc - 3 ust AccountofJOHNSON& (believed tobeapproximately itten noticetotheDebtorand tion. theeventthatClosingdoes f $10,000.00,and(2)anexecuted of theFCCtotransfer the highestqualifiedbidderfails assigned all rights and liabilities and rights all assigned ecured creditorsonapro-rata he saleproceedshavebeen ed Exhibit“1" as to Exhibit “2" t AccountofJOHNSON& ter theconclusionof P.C. a minimum of two (2) ission (“FCC”). cessful Bidder Successful Bidder ction, all interested all ction, ay besoldin e highest Bidderwill JOHNSON & GUBLER, P.C. LAKES BUSINESS PARK 8831 WEST SAHARA LAS VEGAS, NEVADA 89117 (702) 471-0065 (702) 471-0075 28 27 26 25 24 23 22 21 20 19 18 17 16 15 14 13 12 11 10 9 8 7 6 5 4 3 2 1 Case 17-10530-ledDoc15Entered02/08/1718:06:42Page53of54 be cancelledandtheDebtormay returntheleasedequipment to sale. Thedefaultingpartyshallpayallcostsofcancellation. backup bid.Ifeitherpartydefaultsintheirobligations,the JOHNSON &GUBLER,P.C.withinten(10)daysofwrittennoticeo bids. AnybackupbiddershalldeposittheAcceptedBackupBid the SuccessfulBiddershallbeforfeitedtoDebtorand ten (10)daysoftheAuction,Debtorhasrighttocance to theTrustAccountofJOHNSON incremental amount determined bytheCourtattime oftheA refuses totransferthelicensesSuccessfulBidderbyAu obligations undertheOrderorapplicablepurchaseandsaleagr Debtor’s failuretocomply withanyconditionprecedenttothe refundable upontheadjournment oftheAuction,unlessSale [Proposed] Attorneysfor Debtor e-mail: [email protected] Facsimile (702)471-0075 Telephone (702)471-0065 Las Vegas,Nevada89117 8831 W. SaharaAvenue Lakes BusinessPark /s/ MatthewL.Johnson JOHNSON &GUBLER,P.C. Submitted by: JOHNSON &GUBLER,P.C.pendingfurtherOrderofthisCourt; necessary tocomplete thesale,withproceedsofsalet IT ISFURTHERORDEREDthatthe IT ISFURTHERORDEREDthatintheeventSuccessfulBid in or $5,000 be will increments bid that ORDERED FURTHER IS IT IT ISFURTHERORDEREDthattheSuccessfulBidder’sdepositshal IT ISSOORDERED. & GUBLER,P.C.theamount ofth Debtorisauthorizedtosignall - 4 non-defaulting partymay cancelthe Ifthereisnobidder,thesalewill o beheldintheTrustAccountof Debtor may thenacceptbackup l thesaleanddepositpaidby gust 31,2017. Sale, theDebtorbreachesits eement, ortheFCCfails Balboa Capital. failstocloseasaresultofthe uction. price intheTrustAccountof f acceptanceofthe e SuccessfulBidwithin documents der doesnotpay l become non- uh other such JOHNSON & GUBLER, P.C. LAKES BUSINESS PARK 8831 WEST SAHARA LAS VEGAS, NEVADA 89117 (702) 471-0065 (702) 471-0075 28 27 26 25 24 23 22 21 20 19 18 17 16 15 14 13 12 11 10 9 8 7 6 5 4 3 2 1 Case 17-10530-ledDoc15Entered02/08/1718:06:42Page54of THAT THE ORDER ACCURATELYREFLECTS THE COURT I N ACCORDANCE WITH ACCORDANCE N 9021( G G G G B )(1). 9014( T CONTENT OF THE ORDER I MOTION N SERVED A COPY OF THIS ORDER WITH THE MOTION PURSUANT TO PURSUANT MOTIONTHEWITHORDER THIS OF COPY A SERVED BELOW H APAE A TE HEARING THE AT APPEARED WHO HEARINGTHE AT APPEARED WHO I IAPOE TE ORDER THE DISAPPROVED CERTIFY THAT THIS IS A CASE UNDER HAVE DELIVERED A COPY OF THIS PROPOSED ORDER TO ALL COUNSEL E OR WIE TE EURMN O APOA UNDER APPROVAL OF REQUIREMENT THE WAIVED COURT HE O PARTY APPEARED AT THE HEARING OR FILED AN OBJECTION TO THE G ), : . N TA N PRY A OJCIN O H FR OR FORM THE TO OBJECTION HAS PARTY NO THAT AND LR LR
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COUNSEL SUBMITTING THIS DOCUMENT CERTIFIES DOCUMENT THIS SUBMITTING COUNSEL CERTIFICATION - 5 ### . , R ALD O RESPOND TO FAILED OR ’ S RULING AND THAT , AND ANY UNREPRESENTED PARTIES UNREPRESENTED ANY AND , N EC HS PRVD OR APPROVED HAS EACH AND C HAPTER 7 OR OR ( 13, CHECK ONE CHECK , S INDICATED AS THAT THAT I HAVE ): LR LR