FROM:
Richard A. Foreman, Receiver
PEMBROOK PINES MASS MEDIA., N.A., CORP

TO: Interested parties
RE: Sale of the Assets of PEMBROOK PINES MASS MEDIA., N.A.,
CORP. (“PPMM”)

As Receiver, I am notifying you, as a party who has expressed interest in acquiring the assets of PPMM, that I am soliciting formal bids for the assets of PPMM, subject to court approval.

PPMM is holder of licenses, permits and authorizations issued by the Federal Communications Commission for the following radio broadcast stations:

Bath, NY
WABH(AM) - 1380 KHz, Facility No. 52119
WVIN(FM) - 98.3 MHz, Facility No. 52121

Wellsville, NY
WQRW(FM) - 93.5 MHz, Facility No. 165995

I will consider offers for either (i) the Bath, NY stations, (ii) the Wellsville, NY station, or (iii) all stations. There are all-cash stalking horse bids in place of $510,000 for the Bath stations and $75,000 for the Wellsville station. I will evaluate bids at a minimum of 10% above the stalking horse bids with the understanding that the stalking horse may increase its bid by a minimum of 5% over the highest offer.As Receiver, I will consider offers for one or both markets and will evaluate bids on both offering price and the most favorable terms to the estate. The estate is desirous of closing the sale in the most expeditious manner and receiving the most favorable price. All offers will be evaluated net of buyer paid broker commissions (if any) and other usual expenses. Each party will bear its own legal, brokerage (if any), escrow costs and other expenses. Please note that the Receiver is conducting a single step bidding process and is under no obligation to consider or accept bids submitted following 5:00 p.m. on Friday, August 31, 2012, the close of bidding.

Items that will be considered in the offering process are:

  1. Price Offered.
  2. The ability to close on initial FCC order (Please note that it is the desire of the receiver to close at the month end following initial order or to close on initial order and at month end do a “true up" of receivables and payables). Offers that propose a close following FCC final order will be considered if they are in the best interest of the estate.
  3. Abbreviated due diligence process.
  4. The ability to execute the APA as attached without substantial changes other than a higher purchase price, and except for closing on initial order (see paragraph 2).

Bids should be sent via regular mail, facsimile at (203) 967-9393 or electronically to raf@rafamedia.com so as to be received no later than 5:00 p.m. Friday, August 31, 2012. Tie bids for the properties will be notified and will be allowed to increase their bids by a minimum of 10% with the stalking horse able to bid 5% over the highest bid offered. Due diligence information will be available to those parties who have executed the non-disclosure agreement available at PPMMsale@gmail.com. Physical due diligence of the sites will be held during the week of August 13th, 2012, subject to the mutual convenient scheduling of the parties. The successful bidder will be required provide a 10% deposit into escrow upon notification of their successful bid and execution of the attached Asset Purchase Agreement. Wiring instructions to escrow will be provided at that time.

Should you have any questions, please contact me. Thank you for your interest. We look forward to hearing from you.

PEMBROOK PINES MASS MEDIA, N.A., CORP
Richard A. Foreman, Receiver
330 Emery Drive East
Stamford, CT 06902
(203) 327-2800
raf@rafamedia.com