Federal Communications Commission
Washington, D.C. 20554
Approved by OMB
3060-0031 (June 2014)
FCC 315
FOR FCC USE ONLY
 
APPLICATION FOR CONSENT TO TRANSFER CONTROL OF ENTITY HOLDING BROADCAST STATION CONSTRUCTION PERMIT OR LICENSE

Read INSTRUCTIONS Before Filling Out Form

FOR COMMISSION USE ONLY
FILE NO.

BTC - 20040901ACV
Section I - General Information
1. Legal Name of the Licensee/Permittee
AMIGO RADIO, LTD.
Mailing Address
5201 NORTH O'CONNOR BOULEVARD
SUITE 500

City
IRVING
State or Country (if foreign address)
TX
Zip Code
75039 -
Telephone Number (include area code)
9726920890
E-Mail Address (if available)
FCC Registration Number:
0005836515
Call Sign
KOKE
Facility ID Number
54661
2. Contact Representative (if other than licensee/permittee)
ROBERT B. JACOBI, ESQ.
Firm or Company Name
COHN AND MARKS LLP
Mailing Address
1920 N STREET, N.W.
SUITE 300

City
WASHINGTON
State or Country (if foreign address)
DC
ZIP Code
20036 - 1622
Telephone Number (include area code)
2024524810

E-Mail Address (if available)
RBJ@COHNMARKS.COM
3. 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)
4. Purpose of Application:
Transfer of control of licensee
Transfer of control of permitte
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]
5.
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)?
Yes No
If yes, list pertinent authorizations in an Exhibit.
[Exhibit 2]
6.
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 6(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 licensor held the station license and operated the station for at least three years? Yes No
N/A
7.
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 7(a), have all such stations operated for at least 4 years with a minimum operating schedule since grant?
Yes No

c. If no to 7(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 - Transferor(s)

1. Certification.   Transferor(s) certify that it (they) have answered each question in this application based on its (their) review of the application instructions and worksheets. Transferor(s) further certify that where it (they) have made an affirmative certification below, this certification constitutes its (their) representation that the application satisfies each of the pertinent standards and criteria set forth in the application instructions and worksheets. Yes No
2.
Legal Name of the Transferor
WILSON AMIGO GP, LLC
Mailing Address
C/O STATE OF WISCONSIN INVESTMENT BOARD
121 EAST WILSON STREET, 2ND FLOOR

City
MADISON
State or Country (if foreign address)
WI
Zip Code
53702 -
Telephone Number (include area code)
6082662381
E-Mail Address (if available)

3.
Contact Representative (if other than transferor)
SHELLEY SADOWSKY, ESQ.
Firm or Company Name
KATTEN MUCHIN ZAVIS ROSENMAN
Mailing Address
1025 THOMAS JEFFERSON ST., NW
SUITE 700 EAST LOBBY

City
WASHINGTON
State or Country (if foreign address)
DC
Zip Code
20007 - 5201
Telephone Number (include area code)
2026253719

E-Mail Address (if available)
SHELLEY.SADOWSKY@KMZR.COM
If more than one transferor, submit the information requested in questions 2 and 3 for each transferor.
[Exhibit 5]
4. Changes in interests as a result of transfer.

[Enter Changes in Interests Information]



or [Exhibit 6]

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
TERRY K. SHOCKLEY
Typed or Printed Title of Person Signing
PRESIDENT OF MANAGER OF WILSON-AMIGO GP, LLC
Signature
Date
10/25/2004
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 - Licensee/Permittee

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 transferred. 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 transferred. 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
54661
KOKE
-
PFLUGERVILLE TX

Facility ID Number
Call Sign
or Construction Permit File Number
City
State
40762
KXXS
-
MARBLE FALLS TX

Facility ID Number
Call Sign
or Construction Permit File Number
City
State
42148
KNEX
-
LAREDO TX

Facility ID Number
Call Sign
or Construction Permit File Number
City
State
42149
KLNT
-
LAREDO TX

Facility ID Number
Call Sign
or Construction Permit File Number
City
State
59982
KHHL
-
LEANDER TX

Facility ID Number
Call Sign
or Construction Permit File Number
City
State
52342
KXEB
-
FRISCO TX

Facility ID Number
Call Sign
or Construction Permit File Number
City
State
6449
KWOW
-
CLIFTON TX


 
3. Agreements to Transfer Control of Station. Licensee/permittee certifies that:
a. it has placed in its public inspection file(s) and submitted an an exhibit to this item copies of all agreements to transfer control of the station(s);
b. these documents embody the complete and final understanding between transferor(s) and transferee(s); and
c. these agreements comply fully with the Commission's rules and policies.
Exhibit Required
Yes No

See Explanation in
[Exhibit 7]

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 8]

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 9]

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 10]

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 11]

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 12]

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
JAMES L. ANDERSON
Typed or Printed Title of Person Signing
PRESIDENT, AMIGO GP, LLC , GENERAL PARTNER OF LICENSEE
Signature
Date
10/25/2004
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 IV - Transferee(s)

1. Certification.   Transferee(s) certify that it (they) have answered each question in this application based on its (their) review of the application instructions and worksheets. Transferee(s) further certify that where it (they) have made an affirmative certification below, this certification constitutes its (their) representation that the application satisfies each of the pertinent standards and criteria set forth in the application instructions and worksheets. Yes No
2.
Legal Name of the Transferee(s)
BORDER MEDIA PARTNERS, LLC
Mailing Address
201 MAIN STREET
SUITE 2001

City
FORT WORTH
State or Country (if foreign address)
TX
Zip Code
76102 -
Telephone Number (include area code)
8173355999
E-Mail Address (if available)

3.
Contact Representative (if other than transferee)
LAWRENCE ROBERTS, ESQ.
Firm or Company Name
SKADDEN, ARPS, SLATE, MEAGHER & FLOM LLP
Mailing Address
1440 NEW YORK AVENUE, NW

City
WASHINGTON
State or Country (if foreign address)
DC
Zip Code
20005 -
Telephone Number (include area code)
2023717040

E-Mail Address (if available)

If more than one transferee, submit the information requested in questions 2 and 3 for each transferee. [Exhibit 13]
4. Nature of Applicant. Each transferee 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 transferee in an Exhibit. [Exhibit 14]
5. Agreements to Transfer Control of Station. Transferee 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 to transfer control of the station(s) specified in Section III, question 2; and
b. these agreements comply fully with the Commission's rules and policies.
Yes No
[Exhibit 15]
6. Parties to the Application.
a. List each transferee, 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 any transferee, 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 transferee and each party to the application holding an attributable interest (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 transferee 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 (equity plus debt).
[Enter Parties/Owners Information]


b. Applicant certifies that equity interests not set forth above are non-attributable.
Yes No

N/A

See Explanation in
[Exhibit 17]

7. Other Authorizations. List call signs, locations, and facility identifiers of all other broadcast stations in which transferee or any party to the application has an attributable interest. N/A

[Exhibit 18]

8. Multiple Ownership.
a. Is the transferee 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 for the subject station(s) or any other stations 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 19]

b. Transferee certifies that the proposed transfer 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 20]

c. Transferee certifies that the proposed transfer:
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 21]

d.
Does the Transferee 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 22]

e. Does this transfer 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 8d, above).
Yes No

B. An Irrevocable Trust that will transfer the station(s) to an Eligible Entity.
Yes No

All applicants: If "Yes" to Item 8e A or B: Submit as an Exhibit a copy of the form of irrevocable trust agreement providing for the transfer of the station(s) to an Eligible Entity.

See Explanation in
[Exhibit 23]

9. Character Issues. Transferee certifies that neither transferee 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 24]

10. Adverse Findings. Transferee certifies that, with respect to the transferee 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 25]

11. Alien Ownership and Control. Transferee 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 26]

12. Financial Qualifications. Transferee 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 27]

13. Program Service Certification. Transferee 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
14. Auction Authorization. Transferee 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 28]

15. 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
16. EEO. Does the applicant propose to employ five or more full-time employees?

If the answer is Yes, the applicant must include an EEO program called for in the separate Model EEO Program Report ( FCC Form 396-A)

Yes No

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
THOMAS H. CASTRO
Typed or Printed Title of Person Signing
PRESIDENT
Signature
Date
10/25/2004

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:
LISTING OF AMENDED PORTIONS OF APPLICATION

SECTION III, QUESTION 4, EXHIBIT 7.
SECTION III, QUESTION 5, EXHIBIT 8.
SECTION IV, QUESTION 6, EXHIBIT 14.
SECTION IV, QUESTION 7, EXHIBIT 16.
SECTION IV, QUESTION 8, EXHIBIT 18.

Attachment 1


Exhibit 5
Description:
ADDITIONAL TRANSFEROR

TRANSFEROR: WILSON-AMIGO LP, LLC
ADDRESS:    C/O STATE OF WISCONSIN INVESTMENT BOARD
            121 EAST WILSON ST., 2ND FLOOR
            MADISON, WI 53702
TELEPHONE: 608-267-0222         

CONTACT REP: SHELLEY SADOWSKY, ESQUIRE
ADDRESS:     KATTEN MUCHIN ZAVIS ROSENMAN
             1025 THOMAS JEFFERSON ST., NW
             SUITE 700 EAST LOBBY
             WASHINGTON, DC 20007-5201
TELEPHONE:   202-625-3719
E-MAIL:      SHELLEY.SADOWSKY@KMZR.COM   



Attachment 5


Exhibit 6
Description:
RESPONSE TO SECTION II, ITEM 4 - CHANGES IN INTERESTS

SEE ATTACHMENT HERETO.

Attachment 6
Description
Changes in interests.


Exhibit 7
Description:
RESPONSE TO SECTION III, ITEM 3

THE SUBJECT APPLICATION IS PART OF A TWO-STEP INTERRELATED TRANSACTION WHICH ALSO INVOLVES A SIMULTANEOUSLY-FILED FORM 314 APPLICATION. EXHIBIT 13 IN SECTION IV OF THE SUBJECT APPLICATION CONTAINS A DESCRIPTION OF THE TWO-STEP TRANSACTION.

ATTACHED HERETO IS A COPY OF THE SECURITIES PURCHASE AGREEMENT ('SPA') DATED AS OF AUGUST 27, 2004, AMONG TRANSFERORS, WILSON-AMIGO GP, LLC AND WILSON-AMIGO LP, LLC, TRANSFEREE, BORDER MEDIA PARTNERS, LLC, AND SOLE MEMBER OF TRANSFERORS, STATE OF WISCONSIN INVESTMENT BOARD.

THE SCHEDULES TO THE SPA ARE AS FOLLOWS:

SCHEDULE 2.6 - 'UNDISCLOSED LIABILITIES'. THIS SCHEDULE IS NOT INCLUDED BECAUSE IT CONTAINS PROPRIETARY AND/OR CONFIDENTIAL INFORMATION, AND IS NOT GERMANE TO THE COMMISSION'S REVIEW OF THE APPLICATION PURSUANT TO SEC. 309(D) OF THE COMMUNICATIONS ACT OF 1934, AS AMENDED (THE 'ACT').

SCHEDULE 2.8 - 'TITLE TO PROPERTY'. THIS SCHEDULE IS NOT INCLUDED BECAUSE IT CONTAINS PROPRIETARY AND/OR CONFIDENTIAL INFORMATION, AND IS NOT GERMANE TO THE COMMISSION'S REVIEW OF THE APPLICATION PURSUANT TO SEC. 309(D) OF THE ACT.

SCHEDULE 2.9 - 'LITIGATION'. THIS SCHEDULE IS NOT INCLUDED BECAUSE IT CONTAINS PROPRIETARY AND/OR CONFIDENTIAL INFORMATION, AND IS NOT GERMANE TO THE COMMISSION'S REVIEW OF THE APPLICATION PURSUANT TO SEC. 309(D) OF THE ACT.

SCHEDULE 2.10(A)- 'MATERIAL CONTRACTS - PURCHASED STATIONS' AND SCHEDULE 2.10(B)- 'MATERAL CONTRACTS - EXCLUDED STATIONS'. THESE SCHEDULES ARE NOT INCLUDED BECAUSE THEY CONTAIN CONFIDENTIAL AND/OR PROPRIETARY INFORMATION, AND ARE NOT GERMANE TO THE COMMISSION'S REVIEW OF THE APPLICATION PURSUANT TO SEC. 309(D) OF THE ACT.

SCHEDULE 2.10(C)- 'LEASES - PURCHASED STATIONS' AND
SCHEDULE 2.10(D)- 'LEASES - EXCLUDED STATIONS'. THESE SCHEDULES ARE NOT INCLUDED BECAUSE THEY CONTAIN CONFIDENTIAL AND/OR PROPRIETARY INFORMATION, AND ARE NOT GERMANE TO THE COMMISSION'S REVIEW OF THE APPLICATION PURSUANT TO SEC. 309(D) OF THE ACT.

SCHEDULE 2.12 - 'INDEBTEDNESS'. THIS SCHEDULE IS NOT INCLUDED BECAUSE IT CONTAINS CONFIDENTIAL AND/OR PROPRIETARY INFORMATION, AND IS NOT GERMANE TO THE COMMISSION'S REVIEW OF THE APPLICATION PURSUANT TO SEC. 309(D) OF THE ACT.

SECTION 2.18 - 'EMPLOYEE MATTERS'. THIS SCHEDULE IS NOT INCLUDED BECAUSE IT CONTAINS CONFIDENTIAL AND/OR PROPRIETARY INFORMATION, AND IS NOT GERMANE TO THE COMMISSION'S REVIEW OF THE APPLICATION PURSUANT TO SEC. 309(D) OF THE ACT.

SCHEDULE 2.19 - 'INTELLECTUAL PROPERTY'. THIS SCHEDULE IS NOT INCLUDED BECAUSE IT CONTAINS CONFIDENTIAL AND/OR PROPRIETARY INFORMATION, AND IS NOT GERMANE TO THE COMMISSION'S REVIEW OF THE APPLICATION PURSUANT TO SEC. 309(D) OF THE ACT.

SCHEDULE 2.21 - 'LICENSES-PURCHASED STATIONS; LICENSES-EXCLUDED STATIONS'.   THIS SCHEDULE IS NOT INCLUDED BECAUSE IT CONTAINS CONFIDENTIAL AND/OR PROPRIETARY INFORMATION, AND IS NOT GERMANE TO THE COMMISSION'S REVIEW OF THE APPLICATION PURSUANT TO SEC. 309(D) OF THE ACT.


SCHEDULE 2.22 - 'ADDITIONAL FCC MATTERS'. THIS SCHEDULE IS NOT INCLUDED BECAUSE IT CONTAINS CONFIDENTIAL AND/OR PROPRIETARY INFORMATION, AND IS NOT GERMANE TO THE COMMISSION'S REVIEW OF THE APPLICATION PURSUANT TO SEC. 309(D) OF THE ACT.

2.23 - 'STATION ASSETS'. THIS SCHEDULE IS NOT INCLUDED BECAUSE IT CONTAINS CONFIDENTIAL AND/OR PROPRIETARY INFORMATION, AND IS NOT GERMANE TO THE COMMISSION'S REVIEW OF THE APPLICATION PURSUANT TO SEC. 309(D) OF THE ACT.

2.25 - 'INSURANCE': THIS SCHEDULE IS NOT INCLUDED BECAUSE IT CONTAINS CONFIDENTIAL AND/OR PROPRIETARY INFORMATION, AND IS NOT GERMANE TO THE COMMISSION'S REVIEW OF THE APPLICATION PURSUANT TO SEC. 309(D) OF THE ACT.

SCHEDULE 3.8 - 'NO CONFLICTS OF INTEREST': THIS SCHEDULE IS NOT INCLUDED BECAUSE IT CONTAINS CONFIDENTIAL AND/OR PROPRIETARY INFORMATION, AND IS NOT GERMANE TO THE COMMISSION'S REVIEW OF THE APPLICATION PURSUANT TO SEC. 309(D) OF THE ACT.

THE EXHIBITS AND ATTACHMENTS TO THE SPA ARE AS FOLLOWS:

ATTACHMENT 1.3(A) - ESCROW AGREEMENT, A COPY OF WHICH IS ATTACHED.

ATTACHMENT 2.16(C) - HOLDBACK ESCROW AGREEMENT. THIS FORM OF AGREEMENT, WHICH WILL BE EXECUTED AT CLOSING, IS NOT INCLUDED AMONG THE ATTACHMENTS TO THE APPLICATION BECAUSE IT CONTAINS CONFIDENTIAL INFORMATION, AND IS NOT GERMANE TO THE COMMISSION'S REVIEW OF THE APPLICATION PURSUANT TO SECTION 309(D) OF THE ACT.

ATTACHMENTS 7.10(A) AND 7.10(B) - FORMS OF FCC LEGAL OPINION TO BE DELIVERED AT CLOSING. THESE ARE NOT INCLUDED AMONG THE ATTACHMENTS TO THE APPLICATION BECAUSE THEY CONTAIN CONFIDENTIAL AND/OR PROPRIETARY INFORMATION, AND ARE NOT GERMANE TO THE COMMISSION'S REVIEW OF THE APPLICATION PURSUANT TO SECTION 309(D) OF THE ACT.

EXHIBITS 2.5(A) AND 2.5(B) - FINANCIAL STATEMENTS OF AMIGO BROADCASTING AND SUBSIDIARIES, AS DESCRIBED IN SECTION 2.5 OF THE SPA. THESE ARE NOT INCLUDED AMONG THE ATTACHMENTS TO THE APPLICATION BECAUSE THEY CONTAIN CONFIDENTIAL AND PROPRIETARY INFORMATION, AND ARE NOT GERMANE TO THE COMMISSION'S REVIEW OF THE APPLICATION PURSUANT TO SECTION 309(D) OF THE ACT.












Attachment 7
Description
Securities Purchase Agreement
Escrow Agreement


Exhibit 8
Description:
EXH 7 OTHER AUTHORIZATIONS

IN THIS TRANSACTION, THE LICENSEE IS NOT TRANSFERRING CONTROL OF THE FOLLOWING AUTHORIZED STATIONS, BUT THEY ARE THE SUBJECT OF A COMPANION FORM 314 ASSIGNMENT OF LICENSE APPLICATION (SEE EXHIBIT 13'DESCRIPTION OF THIS TRANSACTION'):

KOUL(FM) 7084   SINTON TX
KMJR(FM) 3534   PORTLAND TX
KLTG(FM) 63342 CORPUS CHRISTI TX
KLHB(FM) 12170 ODEM TX
KQFX(FM) 61033 BORGER TX
KGRW(FM) 858    FRIONA TX
KBZD(FM) 33449 AMARILLO TX
KTNZ(FM) 31462 AMARILLO TX

THE LICENSEE ALSO HAS ATTRIBUTABLE INTERESTS IN THE FOLLOWING STATIONS BY VIRTUE OF LOCAL MARKETING AGREEMENTS ('LMA') WITH THEIR RESPECTIVE LICENSEES:

KQUR(FM) 6430   LAREDO, TX
KZIP(AM) 16415) AMARILLO, TX

THE TRANSFERORS HAVE NO OTHER ATTRIBUTABLE BROADCAST INTERESTS. HOWEVER, TERRY SHOCKLEY AND SANDRA SHOCKLEY, WHO ARE HUSBAND AND WIFE AND OFFICERS, DIRECTORS AND SHAREHOLDERS OF THE SHOCKLEY GROUP, INC., WHICH IN TURN IS THE MANAGER OF WILSON-AMIGO GP, LLC AND WILSON-AMIGO LP, LLC, ARE MANAGERS/MEMBERS OF SHOCKLEY BROADCASTING, LLC, LICENSEE OF STATION KXLT-TV, ROCHESTER, MINNESOTA (FACILITY I.D. NO. 35906).

IN ADDITION, JAMES L. ANDERSON AND CHARLES J. BROOKS (PRINCIPALS OF ENTITIES WHOSE MEDIA INTERESTS ARE ATTRIBUTABLE TO LICENSEE)HAVE OWNERSHIP INTERESTS IN THREE LPTV STATIONS AND ONE CLASS A TV STATION AS FOLLOWS:

KNEX-LP, LAREDO TX           42148
KCCX-LP, CORPUS CHRISTI TX   68454
KVPX-LP, LAS VEGAS NV        8887
WFUN-LP, MIAMI FL            60542        

Attachment 8


Exhibit 9
Description:
EXH 8 CHARACTER ISSUES

THE RESPONSE TO QUESTION 5 WAS INADVERTENTLY ANSWERED YES AND THE ORIGINAL EXHIBIT 8 WAS SUBMITTED RESPONSIVE TO A PRESUMED NO RESPONSE.

IN A PROCEEDING INVOLVING A LICENSE APPLICATION TO CONVERT STATION WFUN-LP (FAC. ID #60542) TO CLASS A STATUS (FILE NO. BLTTA-20001208AEF), A MISREPRESENTATION ISSUE WAS RAISED AGAINST THE LICENSEE, LOCALONE TEXAS, LTD. JAMES L. ANDERSON AND CHARLES J. BROOKS ARE PRINCIPALS OF LOCALONE AND ARE ALSO PRINCIPALS OF THE TRANSFEROR. BY LETTER DATED JULY 23, 2004, THE COMMISSION STAFF DISMISSED WFUN-LPS APPLICATION WITHOUT MAKING ANY ADVERSE DETERMINATION ON THE MISREPRESENTATION ISSUE. THE MATTER, HOWEVER, WAS REFERRED TO THE ENFORCEMENT BUREAU FOR ITS CONSIDERATION AND, THEREFORE, REMAINS UNRESOLVED. A TIMELY PETITION FOR RECONSIDERATION AND MOTION FOR STAY HAVE BEEN FILED. CONSEQUENTLY, THE APPLICATION REMAINS PENDING.


Attachment 9


Attachment 15
Description
Description of Transaction


Attachment 16
Description
Parties to the Application


Attachment 18
Description
Other Authorizations


Attachment 19
Description
Local Marketing Agreement


Attachment 20
Description
Multiple Ownership
Dataworld Report
Contour Map