Federal Communications Commission
Washington, D.C. 20554
Approved by OMB
3060-0009 (June 2010)
FCC 316
FOR FCC USE ONLY
 
APPLICATION FOR CONSENT TO ASSIGN BROADCAST STATION CONSTRUCTION PERMIT OR LICENSE OR 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 - 20050310ABA
Section I - General Information
1. Legal Name of the Licensee/Permittee
MEGA COMMUNICATIONS OF LOWELL LICENSEE, L.L.C.
Mailing Address
767 5TH AVENUE
50TH FLOOR

City
NEW YORK
State or Country (if foreign address)
NY
Zip Code
10153 -
Telephone Number (include area code)
2126050840
E-Mail Address (if available)
ESCHREIBER@LINDCAP.COM
FCC Registration Number:
0003784923
Call Sign
WLLH
Facility ID Number
24971
2. Contact Representative (if other than licensee/permittee)
MARK B. DENBO, ESQ.
Firm or Company Name
FLEISCHMAN AND WALSH, LLP
Mailing Address
1919 PENNSYLVANIA AVENUE, N.W.
SUITE 600

City
WASHINGTON
State or Country (if foreign address)
DC
ZIP Code
20006 -
Telephone Number (include area code)
2029397900

E-Mail Address (if available)
MDENBO@FW-LAW.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.
a.  Voluntary Assignment or Transfer of Control  Involuntary Assignment or Transfer of Control
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]

b.

Applicant certifies that the use of FCC Form 316 is appropriate for this transaction.

 

Yes No
See Explanation in
[Exhibit 2]
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 73.5000)?

If yes, list pertinent authorizations in an Exhibit.

Yes No

[Exhibit 3]



NOTE: In addition to the information called for in this section, an explanatory exhibit providing full particulars must be submitted for each question for which a "No" response is provided.

Section II - Assignor/Transferor

1. Certification.   Assignor/Transferor certifies that it has answered each question in this application based on its review of the application instructions and worksheets. Assignor/Transferor 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.
Application for (check one): Consent to Assign Construction Permit Consent to Transfer Control of Permittee
Consent to Assign License Consent to Transfer Control of Licensee
Amendment to pending application
3.
Legal Name of the Assignor/Transferor
MEGA COMMUNICATIONS HOLDINGS, L.L.C.
Mailing Address
767 5TH AVENUE
50TH FLOOR

City
NEW YORK
State or Country (if foreign address)
NY
Zip Code
10153 -
Telephone Number (include area code)
2126050840
E-Mail Address (if available)

ESCHREIBER@LINDCAP.COM
4.
Contact Representative (if other than Assignor/Transferor)
MARK B. DENBO, ESQ.
Firm or Company Name
FLEISCHMAN AND WALSH, LLP
Mailing Address
1919 PENNSYLVANIA AVENUE, N.W.
SUITE 600

City
WASHINGTON
State or Country (if foreign address)
DC
Zip Code
20006 -
Telephone Number (include area code)
2029397900

E-Mail Address (if available)
MDENBO@FW-LAW.COM
 
If more than one Transferor, submit the information requested in Questions 3 and 4 for each transferor.
[Exhibit 4]
5. Authorizations to be Assigned/Transferred. List the authorized stations and construction permits to be assigned/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 assigned/transferred. 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/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 assigned/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
24971 WLLH - LOWELL MA


6.
Agreements for Sale/Transfer of Station.
a. If the transaction is voluntary, Assignor/Transferor certifies that:
  i. it has placed in licensee's/permittee's public inspection file(s) and submitted as an exhibit to this item copies of all agreements for the assignment/transfer of the station(s);
  ii. these documents embody the complete and final understanding between assignor/transferor and assignee/transferee; and
  iii. these agreements comply fully with the Commission's rules and policies.
b. If the transaction is involuntary, the Assignor/Transferor certifies that court orders or other authorizing documents have been issued and that it has placed in the licensee's/permittee's public inspecition file(s) and submitted to the Commission copies of such court orders or other authorizing documents.
Exhibit Required
Yes No
N/A

[Exhibit 5]


Yes No
N/A

[Exhibit 6]

7.
Character Issues. Assignor/Transferor 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]

8.
Adverse Findings. Assignor/Transferor certifies that, with respect to the assignor/transferor 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]
9. Auction Authorization. Assignor/transferor 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]
10. Anti-Drug Abuse Act Certification. Assignor/Transferor 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

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
ADAM LINDEMANN
Typed or Printed Title of Person Signing
MEMBER
Signature
Date
03/09/2005
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).



NOTE: In addition to the information called for in this section, an explanatory exhibit providing full particulars must be submitted for each question for which a "No" response is provided.

Section III - Assignee/Transferee

1. Certification.   Assignee/Transferee certifies that it has answered each question in this application based on its review of the application instructions and worksheets. Assignee/Transferee 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.
Legal Name of the Assignee/Transferee
MEGA COMMUNICATIONS OF LOWELL, L.L.C.
Mailing Address
767 5TH AVENUE
50TH FLOOR

City
NEW YORK
State or Country (if foreign address)
NY
Zip Code
10153 -
Telephone Number (include area code)
2126050840
E-Mail Address (if available)

ESCHREIBER@LINDCAP.COM
3.
Contact Representative (if other than Assignee/Transferee)
MARK B. DENBO, ESQ.
Firm or Company Name
FLEISCHMAN AND WALSH, LLP
Mailing Address
1919 PENNSYLVANIA AVENUE, N.W.
SUITE 600

City
WASHINGTON
State or Country (if foreign address)
DC
Zip Code
20006 -
Telephone Number (include area code)
2029397900

E-Mail Address (if available)
MDENBO@FW-LAW.COM
 
If more than one Transferee, submit the information requested in Questions 2 and 3 for each transferee.
[Exhibit 10]
4.
Agreements for Sale/Transfer of Station. Assignee/Transferee certifies that:
a. the written agreements in the licensee/permittee's public inspection file embody the complete and final agreement for the sale or transfer of the station(s); and
b. these agreements comply fully with the Commission's rules and policies.
Yes No
[Exhibit 11]
5. Changes in interests as a result of assignment/transfer.
a. [Enter Changes in Interests Information]


or [Exhibit 12]
 
 
b. Applicant certifies that equity interests not set forth above are non-attributable.
Yes No

N/A

[Exhibit 13]

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

[Exhibit 14]

7. Acquisition of Control. List the file number and date of grant of FCC Form 301, 314, or 315 application by which the Commission approved the qualifications of the individual or entity with a pre-existing interest in the licensee/permittee that is now acquiring control of the licensee/permittee as a result of the grant of this application. N/A

[Exhibit 15]

8.
Character Issues. Assignee/Transferee certifies that neither assignee/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 16]

9.
Adverse Findings. Assignee/Transferee certifies that, with respect to the assignee/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 17]

10. Alien Ownership and Control. Assignee/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 18]

11. Auction Authorization. Assignee/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 19]
12. Anti-Drug Abuse Act Certification. Assignee/transferee 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

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
ADAM LINDEMANN
Typed or Printed Title of Person Signing
MEMBER
Signature
Date
03/09/2005
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
Attachment 2
Description
Purpose of Application


Exhibit 5
Description:
RESTRUCTURING

THE INSTANT PRO FORMA TRANSFER IS BEING UNDERTAKEN PURSUANT TO A CORPORATE RESTRUCTURING. ACCORDINGLY, NO DOCUMENTS ARE BEING FILED TO EVIDENCE THIS TRANSFER, AND NO CONSIDERATION WILL BE PAID FOR IT.

Attachment 5


Exhibit 7
Description:
PREVIOUS ISSUES

THE LICENSEE CERTIFIES THAT, IN THE TEN YEARS PRECEDING THE FILING OF THE INSTANT APPLICATION, NEITHER IT NOR ANY PARTY TO THE APPLICATION HAS OR HAS HAD ANY INTEREST IN, OR CONNECTION WITH, 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.

Attachment 7


Exhibit 8
Description:
ADVERSE FINDINGS

THE FOLLOWING INFORMATION CONCERNING AN ADJUDICATION MADE OVER NINE YEARS AGO IS AGAIN REPORTED WITH RESPECT TO AN EQUITY HOLDER IN ACTIVATED COMMUNICATIONS LIMITED PARTNERSHIP (ACTIVATED), CURRENTLY THE 49 PERCENT VOTING MEMBER OF BOTH THE EXISTING ULTIMATE PARENT ENTITY OF THE ABOVE-REFERENCED LICENSEE, MEGA COMMUNICATIONS HOLDINGS, L.L.C. (MEGA HOLDINGS), AND THE PROPOSED DIRECT PARENT ENTITY OF THE ABOVE-REFERENCED LICENSEE, MEGA COMMUNICATIONS LOWELL, L.L.C. (MEGA LOWELL). THIS MATTER HAS BEEN REPORTED TO THE COMMISSION IN NUMEROUS PRIOR RENEWAL, ASSIGNMENT, TRANSFER AND LICENSE APPLICATIONS, ALL OF WHICH HAVE BEEN GRANTED.

AS PREVIOUSLY EXPLAINED TO THE COMMISSION, ACTIVATED IS CONTROLLED BY ITS SOLE GENERAL PARTNER, CELLULAR DYNAMICS, INC. (CDI), WHICH IS IN TURN CONTROLLED BY GEORGE L. LINDEMANN AND HIS WIFE, FRAYDA B. LINDEMANN. THREE FAMILY TRUSTS, FOR THE BENEFIT OF THE LINDEMANNS' THREE CHILDREN, HOLD EQUITY INTERESTS IN CDI AND IN ACTIVATED ITSELF AS LIMITED PARTNERS. GEORGE LINDEMANN, JR. IS THE BENEFICIARY OF ONE OF THESE TRUSTS, AND ONE OF THREE TRUSTEES FOR EACH OF THE OTHER TWO FAMILY TRUSTS THAT ARE FOR THE BENEFIT OF HIS BROTHER AND SISTER. THUS, GEORGE LINDEMANN, JR. MAY TECHNICALLY BE CONSIDERED A 'PARTY' TO THIS APPLICATION.

ON SEPTEMBER 21, 1995, GEORGE LINDEMANN, JR. WAS CONVICTED OF THREE COUNTS OF WIRE FRAUD IN A PROCEEDING BEFORE THE U.S. DISTRICT COURT FOR THE NORTHERN DISTRICT OF ILLINOIS, EASTERN DIVISION, U.S. V. WARD, LINDEMANN AND HELIAC. THIS CONVICTION INITIALLY WAS REPORTED TO THE COMMISSION IN THE APPLICATION FOR RENEWAL OF KSFX(FM), ROSWELL, NM (FCC FILE NO. BRH-19970602FW), BECAUSE THE SAME THREE FAMILY TRUSTS HELD ATTRIBUTABLE INTERESTS IN THE FORMER LICENSEE OF KSFX. ON DECEMBER 14, 1998, THE COMMISSION GRANTED THE STATIONS RENEWAL APPLICATION. SUBSEQUENTLY, THIS CONVICTION WAS REPORTED TO THE COMMISSION IN OVER 50 LICENSE ASSIGNMENT, MODIFICATION, RENEWAL AND TRANSFER OF CONTROL APPLICATIONS, ALL OF WHICH HAVE BEEN GRANTED (E.G., FCC FILE NOS. BAL-20040722AAI; BL-20040429ABP; BAL-20040331AMF; BR-20031001BPM; BML-20030820AET; BAL-20030506ABB; BAL-20030331AGF; AND BML-20030319AFJ).

IN ADDITION TO THESE RECENT GRANTS BY THE COMMISSION, IT SHOULD BE NOTED THAT GEORGE LINDEMANN, JR. IS NOT AN OFFICER, MANAGER OR MEMBER IN HIS OWN RIGHT IN MEGA HOLDINGS, MEGA LOWELL, ACTIVATED, OR CDI, AND HAS NO INVOLVEMENT IN THE AFFAIRS OF THOSE ENTITIES OR OF THE OPERATIONS OF THE ABOVE-REFERENCED STATION. MOREOVER, GEORGE LINDEMANN, JR.'S CONVICTION WAS IN NO WAY RELATED TO BROADCASTING. GEORGE LINDEMANN, JR.'S STATUS AS A PARTY IS DUE ONLY TO THE FACT OF ACTIVATED'S INVESTMENTS IN MEGA HOLDINGS AND MEGA LOWELL, AMONG A VARIETY OF OTHER INVESTMENTS.


Attachment 8


Attachment 12
Description
Changes in Interests


Attachment 14
Description
Media Interests


Exhibit 15
Description:
FCC QUALIFICATIONS

THE COMMISSION APPROVED THE QUALIFICATIONS OF ADAM LINDEMANN, GEORGE LINDEMANN AND ACTIVATED COMMUNICATIONS LIMITED PARTNERSHIP TO CONTROL WLLH(AM) BY GRANT OF AN ASSIGNMENT APPLICATION (FCC FORM 314), FCC FILE NO. BAL-19990210GR), GRANTED APRIL 9, 1999.

Attachment 15


Exhibit 16
Description:
PREVIOUS ISSUES

SEE EXHIBIT 6.

Attachment 16


Exhibit 17
Description:
ADVERSE FINDINGS

SEE EXHIBIT 7.

Attachment 17