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 - 20060228ACC
Section I - General Information
1. Legal Name of the Licensee/Permittee
CITADEL BROADCASTING COMPANY
Mailing Address
7201 W. LAKE MEAD BLVD., SUITE 400

City
LAS VEGAS
State or Country (if foreign address)
NV
Zip Code
89128 -
Telephone Number (include area code)
7028045200
E-Mail Address (if available)
LICENSE.MANAGEMENT@CITCOMM.COM
FCC Registration Number:
0001595214
Call Sign
WAPI
Facility ID Number
16900
2. Contact Representative (if other than licensee/permittee)
NANCY A. ORY, ESQ.
Firm or Company Name
LEVENTHAL SENTER & LERMAN PLLC
Mailing Address
2000 K STREET, N.W.
SUITE 600

City
WASHINGTON
State or Country (if foreign address)
DC
ZIP Code
20006 -
Telephone Number (include area code)
2024298970

E-Mail Address (if available)
NORY@LSL-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. 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
EXISTING SHAREHOLDERS OF CITADEL BROADCASTING CORPORATION
Mailing Address
C/O FORSTMANN LITTLE & CO.
767 FIFTH AVENUE, 44TH FLOOR

City
NEW YORK
State or Country (if foreign address)
NY
Zip Code
10153 -
Telephone Number (include area code)
2123555656
E-Mail Address (if available)

3.
Contact Representative (if other than transferor)
NANCY A. ORY, ESQ.
Firm or Company Name
LEVENTHAL SENTER & LERMAN PLLC
Mailing Address
2000 K STREET, NW
SUITE 600

City
WASHINGTON
State or Country (if foreign address)
DC
Zip Code
20006 -
Telephone Number (include area code)
2024298970

E-Mail Address (if available)
NORY@LSL-LAW.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
SENIOR PARTNER OF GENERAL PARTNER
Typed or Printed Title of Person Signing
THEODORE J. FORSTMANN
Signature
Date
12/15/2006
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
16900
WAPI
-
BIRMINGHAM AL

Facility ID Number
Call Sign
or Construction Permit File Number
City
State
16897
WSPZ
-
BIRMINGHAM AL

Facility ID Number
Call Sign
or Construction Permit File Number
City
State
6401
WUHT
-
BIRMINGHAM AL

Facility ID Number
Call Sign
or Construction Permit File Number
City
State
16901
WYSF
-
BIRMINGHAM AL

Facility ID Number
Call Sign
or Construction Permit File Number
City
State
16899
WZRR
-
BIRMINGHAM AL

Facility ID Number
Call Sign
or Construction Permit File Number
City
State
54797
WFFN
-
CORDORVA AL

Facility ID Number
Call Sign
or Construction Permit File Number
City
State
86803
WDGM
-
GREENSBORO AL

Facility ID Number
Call Sign
or Construction Permit File Number
City
State
70914
WJOX
-
NORTHPORT AL

Facility ID Number
Call Sign
or Construction Permit File Number
City
State
67577
WBEI
-
REFORM AL

Facility ID Number
Call Sign
or Construction Permit File Number
City
State
54796
WTUG-FM
-
TUSCALOOSA AL

Facility ID Number
Call Sign
or Construction Permit File Number
City
State
54795
WTSK
-
TUSCALOOSA AL

Facility ID Number
Call Sign
or Construction Permit File Number
City
State
24384
WJRD
-
TUSCALOOSA AL

Facility ID Number
Call Sign
or Construction Permit File Number
City
State
25860
KPZK-FM
-
CABOT AR

Facility ID Number
Call Sign
or Construction Permit File Number
City
State
28114
KVLO
-
HUMNOKE AR

Facility ID Number
Call Sign
or Construction Permit File Number
City
State
33253
KAAY
-
LITTLE ROCK AR

Facility ID Number
Call Sign
or Construction Permit File Number
City
State
60703
KARN
-
LITTLE ROCK AR

Facility ID Number
Call Sign
or Construction Permit File Number
City
State
24150
KPZK
-
LITTLE ROCK AR

Facility ID Number
Call Sign
or Construction Permit File Number
City
State
19559
KURB
-
LITTLE ROCK AR

Facility ID Number
Call Sign
or Construction Permit File Number
City
State
13925
KIPR
-
PINE BLUFF AR

Facility ID Number
Call Sign
or Construction Permit File Number
City
State
24151
KARN-FM
-
SHERIDAN AR

Facility ID Number
Call Sign
or Construction Permit File Number
City
State
15161
KOKY
-
SHERWOOD AR

Facility ID Number
Call Sign
or Construction Permit File Number
City
State
47880
KLAL
-
WRIGHTSVILLE AR

Facility ID Number
Call Sign
or Construction Permit File Number
City
State
39734
KSZR
-
ORO VALLEY AZ

Facility ID Number
Call Sign
or Construction Permit File Number
City
State
56051
KCUB
-
TUCSON AZ

Facility ID Number
Call Sign
or Construction Permit File Number
City
State
56053
KHYT
-
TUCSON AZ

Facility ID Number
Call Sign
or Construction Permit File Number
City
State
56052
KIIM-FM
-
TUCSON AZ

Facility ID Number
Call Sign
or Construction Permit File Number
City
State
35684
KTUC
-
TUCSON AZ

Facility ID Number
Call Sign
or Construction Permit File Number
City
State
60425
KWIN
-
LODI CA

Facility ID Number
Call Sign
or Construction Permit File Number
City
State
11241
KDJK
-
MARIPOSA CA

Facility ID Number
Call Sign
or Construction Permit File Number
City
State
11239
KATM
-
MODESTO CA

Facility ID Number
Call Sign
or Construction Permit File Number
City
State
11233
KESP
-
MODESTO CA

Facility ID Number
Call Sign
or Construction Permit File Number
City
State
11240
KHKK
-
MODESTO CA

Facility ID Number
Call Sign
or Construction Permit File Number
City
State
52528
KHOP
-
OAKDALE CA

Facility ID Number
Call Sign
or Construction Permit File Number
City
State
67816
KWYL
-
SOUTH LAKE TAHOE CA

Facility ID Number
Call Sign
or Construction Permit File Number
City
State
32215
KJOY
-
STOCKTON CA

Facility ID Number
Call Sign
or Construction Permit File Number
City
State
60427
KWNN
-
TURLOCK CA

Facility ID Number
Call Sign
or Construction Permit File Number
City
State
62039
KKML
-
COLORADO SPRINGS CO

Facility ID Number
Call Sign
or Construction Permit File Number
City
State
11237
KKFM
-
COLORADO SPRINGS CO

Facility ID Number
Call Sign
or Construction Permit File Number
City
State
62038
KKPK
-
COLORADO SPRINGS CO

Facility ID Number
Call Sign
or Construction Permit File Number
City
State
35869
KVOR
-
COLORADO SPRINGS CO

Facility ID Number
Call Sign
or Construction Permit File Number
City
State
11229
KKMG
-
PUEBLO CO

Facility ID Number
Call Sign
or Construction Permit File Number
City
State
10455
WQGN-FM
-
GROTON CT

Facility ID Number
Call Sign
or Construction Permit File Number
City
State
10454
WSUB
-
GROTON CT

Facility ID Number
Call Sign
or Construction Permit File Number
City
State
60251
WXLM
-
STONINGTON CT

Facility ID Number
Call Sign
or Construction Permit File Number
City
State
87105
KBGG
-
DES MOINES IA

Facility ID Number
Call Sign
or Construction Permit File Number
City
State
12965
KGGO
-
DES MOINES IA

Facility ID Number
Call Sign
or Construction Permit File Number
City
State
12966
KHKI
-
DES MOINES IA

Facility ID Number
Call Sign
or Construction Permit File Number
City
State
22882
KJJY
-
WEST DES MOINES IA

Facility ID Number
Call Sign
or Construction Permit File Number
City
State
30116
KWQW
-
BOONE IA

Facility ID Number
Call Sign
or Construction Permit File Number
City
State
51211
KBOI
-
BOISE ID

Facility ID Number
Call Sign
or Construction Permit File Number
City
State
70626
KIZN
-
BOISE ID

Facility ID Number
Call Sign
or Construction Permit File Number
City
State
51217
KQFC
-
BOISE ID

Facility ID Number
Call Sign
or Construction Permit File Number
City
State
51212
KKGL
-
NAMPA ID

Facility ID Number
Call Sign
or Construction Permit File Number
City
State
16854
KTIK
-
NAMPA ID

Facility ID Number
Call Sign
or Construction Permit File Number
City
State
39609
KZMG
-
NEW PLYMOUTH ID

Facility ID Number
Call Sign
or Construction Permit File Number
City
State
60133
WWKI
-
KOKOMO IN

Facility ID Number
Call Sign
or Construction Permit File Number
City
State
43435
WMDH
-
NEW CASTLE IN

Facility ID Number
Call Sign
or Construction Permit File Number
City
State
74092
WMDH-FM
-
NEW CASTLE IN

Facility ID Number
Call Sign
or Construction Permit File Number
City
State
61275
WIBR
-
BATON ROUGE LA

Facility ID Number
Call Sign
or Construction Permit File Number
City
State
11606
WXOK
-
BATON ROUGE LA

Facility ID Number
Call Sign
or Construction Permit File Number
City
State
61271
WCDV
-
HAMMOND LA

Facility ID Number
Call Sign
or Construction Permit File Number
City
State
58931
WEMX
-
KENTWOOD LA

Facility ID Number
Call Sign
or Construction Permit File Number
City
State
36227
KRRQ
-
LAFAYETTE LA

Facility ID Number
Call Sign
or Construction Permit File Number
City
State
41057
KSMB
-
LAFAYETTE LA

Facility ID Number
Call Sign
or Construction Permit File Number
City
State
8167
KRDJ
-
NEW IBERIA LA

Facility ID Number
Call Sign
or Construction Permit File Number
City
State
11607
KQXL-FM
-
NEW ROADS LA

Facility ID Number
Call Sign
or Construction Permit File Number
City
State
15801
KNEK
-
WASHINGTON LA

Facility ID Number
Call Sign
or Construction Permit File Number
City
State
16370
KNEK-FM
-
WASHINGTON LA

Facility ID Number
Call Sign
or Construction Permit File Number
City
State
58395
KKND
-
PORT SULPHUR LA

Facility ID Number
Call Sign
or Construction Permit File Number
City
State
12157
KMEZ
-
BELLE CHASSE LA

Facility ID Number
Call Sign
or Construction Permit File Number
City
State
6350
KXKC
-
NEW IBERIA LA

Facility ID Number
Call Sign
or Construction Permit File Number
City
State
117
WDVW
-
LA PLACE LA

Facility ID Number
Call Sign
or Construction Permit File Number
City
State
10453
WFHN
-
FAIRHAVEN MA

Facility ID Number
Call Sign
or Construction Permit File Number
City
State
43557
WXLO
-
FITCHBURG MA

Facility ID Number
Call Sign
or Construction Permit File Number
City
State
10452
WBSM
-
NEW BEDFORD MA

Facility ID Number
Call Sign
or Construction Permit File Number
City
State
18310
WWFX
-
SOUTHBRIDGE MA

Facility ID Number
Call Sign
or Construction Permit File Number
City
State
36545
WMAS
-
SPRINGFIELD MA

Facility ID Number
Call Sign
or Construction Permit File Number
City
State
36543
WMAS-FM
-
SPRINGFIELD MA

Facility ID Number
Call Sign
or Construction Permit File Number
City
State
50231
WORC-FM
-
WEBSTER MA

Facility ID Number
Call Sign
or Construction Permit File Number
City
State
52604
WJZN
-
AUGUSTA ME

Facility ID Number
Call Sign
or Construction Permit File Number
City
State
52605
WMME-FM
-
AUGUSTA ME

Facility ID Number
Call Sign
or Construction Permit File Number
City
State
22880
WCYY
-
BIDDEFORD ME

Facility ID Number
Call Sign
or Construction Permit File Number
City
State
56569
WCLZ
-
BRUNSWICK ME

Facility ID Number
Call Sign
or Construction Permit File Number
City
State
4380
WSHK
-
KITTERY ME

Facility ID Number
Call Sign
or Construction Permit File Number
City
State
26389
WCYI
-
LEWISTON ME

Facility ID Number
Call Sign
or Construction Permit File Number
City
State
22878
WBLM
-
PORTLAND ME

Facility ID Number
Call Sign
or Construction Permit File Number
City
State
3134
WJBQ
-
PORTLAND ME

Facility ID Number
Call Sign
or Construction Permit File Number
City
State
22184
WBPW
-
PRESQUE ISLE ME

Facility ID Number
Call Sign
or Construction Permit File Number
City
State
41007
WOZI
-
PRESQUE ISLE ME

Facility ID Number
Call Sign
or Construction Permit File Number
City
State
9422
WQHR
-
PRESQUE ISLE ME

Facility ID Number
Call Sign
or Construction Permit File Number
City
State
52608
WEBB
-
WATERVILLE ME

Facility ID Number
Call Sign
or Construction Permit File Number
City
State
52607
WTVL
-
WATERVILLE ME

Facility ID Number
Call Sign
or Construction Permit File Number
City
State
37458
WHNN
-
BAY CITY MI

Facility ID Number
Call Sign
or Construction Permit File Number
City
State
22675
WIOG
-
BAY CITY MI

Facility ID Number
Call Sign
or Construction Permit File Number
City
State
37460
WFMK
-
EAST LANSING MI

Facility ID Number
Call Sign
or Construction Permit File Number
City
State
24641
WMMQ
-
EAST LANSING MI

Facility ID Number
Call Sign
or Construction Permit File Number
City
State
21730
WFBE
-
FLINT MI

Facility ID Number
Call Sign
or Construction Permit File Number
City
State
15768
WTRX
-
FLINT MI

Facility ID Number
Call Sign
or Construction Permit File Number
City
State
41679
WBBL
-
GRAND RAPIDS MI

Facility ID Number
Call Sign
or Construction Permit File Number
City
State
41680
WLAV-FM
-
GRAND RAPIDS MI

Facility ID Number
Call Sign
or Construction Permit File Number
City
State
24639
WKLQ
-
GREENVILLE MI

Facility ID Number
Call Sign
or Construction Permit File Number
City
State
71090
WHTS
-
HART MI

Facility ID Number
Call Sign
or Construction Permit File Number
City
State
41678
WTNR
-
HOLLAND MI

Facility ID Number
Call Sign
or Construction Permit File Number
City
State
46706
WITL-FM
-
LANSING MI

Facility ID Number
Call Sign
or Construction Permit File Number
City
State
17382
WJIM
-
LANSING MI

Facility ID Number
Call Sign
or Construction Permit File Number
City
State
17386
WJIM-FM
-
LANSING MI

Facility ID Number
Call Sign
or Construction Permit File Number
City
State
24638
WVFN
-
LANSING MI

Facility ID Number
Call Sign
or Construction Permit File Number
City
State
72924
WKQZ
-
MIDLAND MI

Facility ID Number
Call Sign
or Construction Permit File Number
City
State
89477
WLAW
-
NEWAYGO MI

Facility ID Number
Call Sign
or Construction Permit File Number
City
State
73994
WVIB
-
HOLTON MI

Facility ID Number
Call Sign
or Construction Permit File Number
City
State
5396
WLCS
-
NORTH MUSKEGON MI

Facility ID Number
Call Sign
or Construction Permit File Number
City
State
53962
WODJ
-
WHITEHALL MI

Facility ID Number
Call Sign
or Construction Permit File Number
City
State
52616
WYLZ
-
PINCONNING MI

Facility ID Number
Call Sign
or Construction Permit File Number
City
State
58578
WILZ
-
SAGINAW MI

Facility ID Number
Call Sign
or Construction Permit File Number
City
State
7075
WRBO
-
COMO MS

Facility ID Number
Call Sign
or Construction Permit File Number
City
State
27951
WMTI
-
PICAYUNE MS

Facility ID Number
Call Sign
or Construction Permit File Number
City
State
67675
W285DG
-
BOONE NC

Facility ID Number
Call Sign
or Construction Permit File Number
City
State
48401
WPKQ
-
NORTH CONWAY NH

Facility ID Number
Call Sign
or Construction Permit File Number
City
State
22887
WOKQ
-
DOVER NH

Facility ID Number
Call Sign
or Construction Permit File Number
City
State
12155
WSAK
-
HAMPTON NH

Facility ID Number
Call Sign
or Construction Permit File Number
City
State
22889
W250AB
-
MANCHESTER NH

Facility ID Number
Call Sign
or Construction Permit File Number
City
State
49687
WHOM
-
MT. WASHINGTON NH

Facility ID Number
Call Sign
or Construction Permit File Number
City
State
48596
KBZU
-
ALBUQUERQUE NM

Facility ID Number
Call Sign
or Construction Permit File Number
City
State
11251
KKOB
-
ALBUQUERQUE NM

Facility ID Number
Call Sign
or Construction Permit File Number
City
State
11250
KKOB-FM
-
ALBUQUERQUE NM

Facility ID Number
Call Sign
or Construction Permit File Number
City
State
11231
KMGA
-
ALBUQUERQUE NM

Facility ID Number
Call Sign
or Construction Permit File Number
City
State
68608
KNML
-
ALBUQUERQUE NM

Facility ID Number
Call Sign
or Construction Permit File Number
City
State
12584
KRST
-
ALBUQUERQUE NM

Facility ID Number
Call Sign
or Construction Permit File Number
City
State
55052
KDRF
-
ALBUQUERQUE NM

Facility ID Number
Call Sign
or Construction Permit File Number
City
State
48604
KTBL
-
LOS RANCHOS NM

Facility ID Number
Call Sign
or Construction Permit File Number
City
State
11245
KBUL-FM
-
CARSON CITY NV

Facility ID Number
Call Sign
or Construction Permit File Number
City
State
11236
KKOH
-
RENO NV

Facility ID Number
Call Sign
or Construction Permit File Number
City
State
11244
KNEV
-
RENO NV

Facility ID Number
Call Sign
or Construction Permit File Number
City
State
67817
K272DA
-
STATELINE NV

Facility ID Number
Call Sign
or Construction Permit File Number
City
State
7920
WAAL
-
BINGHAMTON NY

Facility ID Number
Call Sign
or Construction Permit File Number
City
State
72373
WHWK
-
BINGHAMTON NY

Facility ID Number
Call Sign
or Construction Permit File Number
City
State
72372
WNBF
-
BINGHAMTON NY

Facility ID Number
Call Sign
or Construction Permit File Number
City
State
7921
WYOS
-
BINGHAMTON NY

Facility ID Number
Call Sign
or Construction Permit File Number
City
State
56103
WEDG
-
BUFFALO NY

Facility ID Number
Call Sign
or Construction Permit File Number
City
State
56102
WGRF
-
BUFFALO NY

Facility ID Number
Call Sign
or Construction Permit File Number
City
State
53968
WHTT-FM
-
BUFFALO NY

Facility ID Number
Call Sign
or Construction Permit File Number
City
State
53967
WBBF
-
BUFFALO NY

Facility ID Number
Call Sign
or Construction Permit File Number
City
State
7663
WWYL
-
CHENANGO BRIDGE NY

Facility ID Number
Call Sign
or Construction Permit File Number
City
State
9427
WIII
-
CORTLAND NY

Facility ID Number
Call Sign
or Construction Permit File Number
City
State
9428
WKRT
-
CORTLAND NY

Facility ID Number
Call Sign
or Construction Permit File Number
City
State
9429
W262AD
-
ITHACA NY

Facility ID Number
Call Sign
or Construction Permit File Number
City
State
52606
WAQX-FM
-
MANLIUS NY

Facility ID Number
Call Sign
or Construction Permit File Number
City
State
7996
WMOS
-
MONTAUK NY

Facility ID Number
Call Sign
or Construction Permit File Number
City
State
7822
WHLD
-
NIAGARA FALLS NY

Facility ID Number
Call Sign
or Construction Permit File Number
City
State
58719
WLTI
-
SYRACUSE NY

Facility ID Number
Call Sign
or Construction Permit File Number
City
State
50515
WNSS
-
SYRACUSE NY

Facility ID Number
Call Sign
or Construction Permit File Number
City
State
50514
WNTQ
-
SYRACUSE NY

Facility ID Number
Call Sign
or Construction Permit File Number
City
State
6509
KKWD
-
BETHANY OK

Facility ID Number
Call Sign
or Construction Permit File Number
City
State
37435
WWLS-FM
-
EDMUND OK

Facility ID Number
Call Sign
or Construction Permit File Number
City
State
88376
KINB
-
KINGFISHER OK

Facility ID Number
Call Sign
or Construction Permit File Number
City
State
22190
WWLS
-
MOORE OK

Facility ID Number
Call Sign
or Construction Permit File Number
City
State
8797
KATT-FM
-
OKLAHOMA CITY OK

Facility ID Number
Call Sign
or Construction Permit File Number
City
State
8798
KYIS
-
OKLAHOMA CITY OK

Facility ID Number
Call Sign
or Construction Permit File Number
City
State
23418
WKY
-
OKLAHOMA CITY OK

Facility ID Number
Call Sign
or Construction Permit File Number
City
State
39875
WLEV
-
ALLENTOWN PA

Facility ID Number
Call Sign
or Construction Permit File Number
City
State
74557
WCAT-FM
-
CARLISLE PA

Facility ID Number
Call Sign
or Construction Permit File Number
City
State
43969
WSJR
-
DALLAS PA

Facility ID Number
Call Sign
or Construction Permit File Number
City
State
36997
WCTO
-
EASTON PA

Facility ID Number
Call Sign
or Construction Permit File Number
City
State
72892
WXTA
-
EDINBORO PA

Facility ID Number
Call Sign
or Construction Permit File Number
City
State
55308
WIOV-FM
-
EPHRATA PA

Facility ID Number
Call Sign
or Construction Permit File Number
City
State
32982
WRIE
-
ERIE PA

Facility ID Number
Call Sign
or Construction Permit File Number
City
State
65748
WQHZ
-
ERIE PA

Facility ID Number
Call Sign
or Construction Permit File Number
City
State
32984
WXKC
-
ERIE PA

Facility ID Number
Call Sign
or Construction Permit File Number
City
State
133
WBSX
-
HAZLETON PA

Facility ID Number
Call Sign
or Construction Permit File Number
City
State
64842
WMHX
-
HERSHEY PA

Facility ID Number
Call Sign
or Construction Permit File Number
City
State
20465
WBHT
-
MOUNTAIN TOP PA

Facility ID Number
Call Sign
or Construction Permit File Number
City
State
43521
WBHD
-
OLYPHANT PA

Facility ID Number
Call Sign
or Construction Permit File Number
City
State
55307
WIOV
-
READING PA

Facility ID Number
Call Sign
or Construction Permit File Number
City
State
39873
W253AC
-
READING PA

Facility ID Number
Call Sign
or Construction Permit File Number
City
State
70504
WARM
-
SCRANTON PA

Facility ID Number
Call Sign
or Construction Permit File Number
City
State
70880
WMGS
-
WILKES-BARRE PA

Facility ID Number
Call Sign
or Construction Permit File Number
City
State
52169
WQXA-FM
-
YORK PA

Facility ID Number
Call Sign
or Construction Permit File Number
City
State
64843
WPRO
-
PROVIDENCE RI

Facility ID Number
Call Sign
or Construction Permit File Number
City
State
64841
WPRO-FM
-
PROVIDENCE RI

Facility ID Number
Call Sign
or Construction Permit File Number
City
State
64840
WSKO
-
PROVIDENCE RI

Facility ID Number
Call Sign
or Construction Permit File Number
City
State
64838
WWLI
-
PROVIDENCE RI

Facility ID Number
Call Sign
or Construction Permit File Number
City
State
4376
WSKO-FM
-
WAKEFIELD-PEACEDALE RI

Facility ID Number
Call Sign
or Construction Permit File Number
City
State
65198
WWKX
-
WOONSOCKET RI

Facility ID Number
Call Sign
or Construction Permit File Number
City
State
72378
WSSX-FM
-
CHARLESTON SC

Facility ID Number
Call Sign
or Construction Permit File Number
City
State
60039
WSUY
-
CHARLESTON SC

Facility ID Number
Call Sign
or Construction Permit File Number
City
State
72376
WTMA
-
CHARLESTON SC

Facility ID Number
Call Sign
or Construction Permit File Number
City
State
60038
WXTC
-
CHARLESTON SC

Facility ID Number
Call Sign
or Construction Permit File Number
City
State
54793
WISW
-
COLUMBIA SC

Facility ID Number
Call Sign
or Construction Permit File Number
City
State
54794
WOMG
-
COLUMBIA SC

Facility ID Number
Call Sign
or Construction Permit File Number
City
State
37200
WLXC
-
LEXINGTON SC

Facility ID Number
Call Sign
or Construction Permit File Number
City
State
54791
WTCB
-
ORANGEBURG SC

Facility ID Number
Call Sign
or Construction Permit File Number
City
State
61592
WMGL
-
RAVENEL SC

Facility ID Number
Call Sign
or Construction Permit File Number
City
State
38900
WNKT
-
ST. GEORGE SC

Facility ID Number
Call Sign
or Construction Permit File Number
City
State
61278
WWWZ
-
SUMMERVILLE SC

Facility ID Number
Call Sign
or Construction Permit File Number
City
State
29513
WGOC
-
BLOUNTVILLE TN

Facility ID Number
Call Sign
or Construction Permit File Number
City
State
54526
WGOW
-
CHATTANOOGA TN

Facility ID Number
Call Sign
or Construction Permit File Number
City
State
54525
WSKZ
-
CHATTANOOGA TN

Facility ID Number
Call Sign
or Construction Permit File Number
City
State
54527
WOGT
-
EAST RIDGE TN

Facility ID Number
Call Sign
or Construction Permit File Number
City
State
16893
WGFX
-
GALLATIN TN

Facility ID Number
Call Sign
or Construction Permit File Number
City
State
18403
WNRX
-
JEFFERSON CITY TN

Facility ID Number
Call Sign
or Construction Permit File Number
City
State
67672
WJCW
-
JOHNSON CITY TN

Facility ID Number
Call Sign
or Construction Permit File Number
City
State
67673
WQUT
-
JOHNSON CITY TN

Facility ID Number
Call Sign
or Construction Permit File Number
City
State
67671
WKIN
-
KINGSPORT TN

Facility ID Number
Call Sign
or Construction Permit File Number
City
State
67674
WKOS
-
KINGSPORT TN

Facility ID Number
Call Sign
or Construction Permit File Number
City
State
16890
WIVK-FM
-
KNOXVILLE TN

Facility ID Number
Call Sign
or Construction Permit File Number
City
State
16894
WNML
-
KNOXVILLE TN

Facility ID Number
Call Sign
or Construction Permit File Number
City
State
7998
WNML-FM
-
LOUDON TN

Facility ID Number
Call Sign
or Construction Permit File Number
City
State
35009
WGKX
-
MEMPHIS TN

Facility ID Number
Call Sign
or Construction Permit File Number
City
State
35399
WXMX
-
MILLINGTON TN

Facility ID Number
Call Sign
or Construction Permit File Number
City
State
33671
WKIM
-
MUNFORD TN

Facility ID Number
Call Sign
or Construction Permit File Number
City
State
16896
WKDF
-
NASHVILLE TN

Facility ID Number
Call Sign
or Construction Permit File Number
City
State
10457
WOKI
-
OLIVER SPRINGS TN

Facility ID Number
Call Sign
or Construction Permit File Number
City
State
53956
WGOW-FM
-
SODDY-DAISY TN

Facility ID Number
Call Sign
or Construction Permit File Number
City
State
69554
KKAT-FM1
-
BOUNTIFUL UT

Facility ID Number
Call Sign
or Construction Permit File Number
City
State
53498
K284AJ
-
HEBER CITY UT

Facility ID Number
Call Sign
or Construction Permit File Number
City
State
58303
KJQS
-
MURRAY UT

Facility ID Number
Call Sign
or Construction Permit File Number
City
State
10779
KBER
-
OGDEN UT

Facility ID Number
Call Sign
or Construction Permit File Number
City
State
2444
KENZ
-
OGDEN UT

Facility ID Number
Call Sign
or Construction Permit File Number
City
State
69553
KKAT-FM
-
OREM UT

Facility ID Number
Call Sign
or Construction Permit File Number
City
State
53499
K237AL
-
PARK CITY UT

Facility ID Number
Call Sign
or Construction Permit File Number
City
State
11232
KKAT
-
SALT LAKE CITY UT

Facility ID Number
Call Sign
or Construction Permit File Number
City
State
53497
KBEE
-
SALT LAKE CITY UT

Facility ID Number
Call Sign
or Construction Permit File Number
City
State
53500
KFNZ
-
SALT LAKE CITY UT

Facility ID Number
Call Sign
or Construction Permit File Number
City
State
11238
KUBL-FM
-
SALT LAKE CITY UT

Facility ID Number
Call Sign
or Construction Permit File Number
City
State
53147
KEYF-FM
-
CHENEY WA

Facility ID Number
Call Sign
or Construction Permit File Number
City
State
53148
KEYF
-
DISHMAN WA

Facility ID Number
Call Sign
or Construction Permit File Number
City
State
11243
KZBD
-
SPOKANE WA

Facility ID Number
Call Sign
or Construction Permit File Number
City
State
11242
KDRK-FM
-
SPOKANE WA

Facility ID Number
Call Sign
or Construction Permit File Number
City
State
11234
KGA
-
SPOKANE WA

Facility ID Number
Call Sign
or Construction Permit File Number
City
State
11235
KJRB
-
SPOKANE WA

Facility ID Number
Call Sign
or Construction Permit File Number
City
State
36488
KBBD
-
SPOKANE WA

Facility ID Number
Call Sign
or Construction Permit File Number
City
State
55309
WIOV-FM1
-
READING PA


 
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
JUDITH A. ELLIS
Typed or Printed Title of Person Signing
CHIEF OPERATING OFFICER
Signature
Date
12/15/2006
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)
SHAREHOLDERS OF WALT DISNEY CO. & CITADEL BROADCASTING CORP.
Mailing Address
C/O FORSTMANN LITTLE & CO.
767 FIFTH AVENUE, 44TH FLOOR

City
NEW YORK
State or Country (if foreign address)
NY
Zip Code
10153 -
Telephone Number (include area code)
2123555656
E-Mail Address (if available)

3.
Contact Representative (if other than transferee)
NANCY A. ORY, ESQ.
Firm or Company Name
LEVENTHAL SENTER & LERMAN PLLC
Mailing Address
2000 K STREET, NW
SUITE 600

City
WASHINGTON
State or Country (if foreign address)
DC
Zip Code
20006 -
Telephone Number (include area code)
2024298970

E-Mail Address (if available)
NORY@LSL-LAW.COM
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
SENIOR PARTNER OF GENERAL PARTNER
Typed or Printed Title of Person Signing
THEODORE J. FORSTMANN
Signature
Date
12/15/2006

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:
PURPOSE OF AMENDMENT

THIS AMENDMENT UPDATES THE APPLICATION TO REFLECT THE EXECUTION OF AMENDMENT NO. 1 TO THE AGREEMENT AND PLAN OF MERGER (AGREEMENT AMENDMENT), DATED AS OF NOVEMBER 19, 2006 AND A NAME CHANGE.

THE PRIMARY CHANGES MADE IN THE AGREEMENT AMENDMENT INCLUDE: (1) A NON-SUBSTANTIAL CHANGE IN THE DISTRIBUTION OF SHARES TO BE HELD POST-MERGER (E.G., THE SHAREHOLDERS OF THE WALT DISNEY COMPANY NOW WILL HOLD APPROXIMATELY A 57% INTEREST OF THE MERGED COMPANY INSTEAD OF THE ORIGINAL 52%); AND (2) EXTENSION OF THE TERMINATION DATE TO JUNE 15, 2007. EXHIBIT 5 (CHANGES IN INTERESTS) AND EXHIBIT 6 (AGREEMENTS) WERE AMENDED ACCORDINGLY AND A COPY OF THE AGREEMENT AMENDMENT WAS ADDED TO ATTACHMENT 6. IN ADDITION, THE NAME OF ABC CHICAGO FM RADIO, INC. WAS CHANGED TO ABC RADIO HOLDINGS, INC. EXHIBITS 5 AND 6 WERE AMENDED TO REFLECT THIS NAME CHANGE. EXHIBIT 14 WAS CHANGED TO REFLECT CHANGES IN DIRECTORS AND OFFICERS OF THE TRANSFEREE. NO OTHER PORTION OF THE APPLICATION WAS CHANGED.

Attachment 1


Exhibit 5
Description:
TRANSFEROR INFORMATION

SEE EXHIBIT 5.

Attachment 5


Attachment 6
Description
Description of the Proposed Transaction


Attachment 7
Description
Agreements
Agreement and Plan of Merger
Amendment No. 1


Exhibit 8
Description:
OTHER AUTHORIZATIONS

MICHAEL A. MILES, A DIRECTOR OF CITADEL BROADCASTING CORPORATION, IS ALSO A DIRECTOR OF TIME WARNER, INC., AND KATE BROWN, A DIRECTOR OF CITADEL BROADCASTING CORPORATION, IS ALSO A DIRECTOR OF TIME WARNER, INC. TIME WARNER, INC. IS THE ULTIMATE PARENT COMPANY OF SUPERSTATION, INC., LICENSEE OF WTBS(TV), FACILITY ID 64033, ATLANTA, GEORGIA.

CITADEL BROADCASTING CORPORATION IS THE SOLE SHAREHOLDER OF CITADEL BROADCASTING COMPANY, WHICH PROVIDES MORE THAN 15% OF THE PROGRAMMING TO THE FOLLOWING RADIO STATIONS PURSUANT TO LOCAL MARKETING AGREEMENTS:
KQOB(FM); ENID, OK; FACILITY ID NO. 10857
WNOX-FM; OAK RIDGE, TN; FACILITY ID NO. 49923


Attachment 8


Exhibit 9
Description:
CHARACTER ISSUES

LICENSEE HEREBY REPORTS THAT CHARACTER RELATED ALLEGATIONS HAVE BEEN RAISED BY JOHN J. FULLER AGAINST LICENSEE IN AN EMERGENCY MOTION FOR EXPEDITED ACTION AND COMPLAINT FILED ON JUNE 9, 2004 AND IN A FIRST SUPPLEMENT FILED ON JUNE 14, 2004 WITH RESPECT TO LICENSEE'S STATIONS WQGN-FM AND WSUB(AM), GROTON, CT; IN A COMPLAINT FILED ON JUNE 16, 2004 WITH RESPECT TO WQGN-FM, WSUB(AM), AND WSKO-FM, WAKEFIELD-PEACEDALE, RI; AND IN A REPLY FILED ON AUGUST 2, 2004 WITH RESPECT TO WQGN-FM, WSUB(AM), AND WSKO-FM. FULLER IS SOLE SHAREHOLDER OF RED WOLF BROADCASTING CORPORATION, AN FCC LICENSEE. RED WOLF RAISED SIMILAR CHARACTER RELATED ALLEGATIONS AGAINST LICENSEE IN AN OPPOSITION TO INFORMAL OBJECTION FILED ON JUNE 21, 2004; IN A COMPLAINT FILED ON JULY 20, 2004 WITH RESPECT TO WQGN-FM, WSUB(AM) AND WSKO-FM; IN A SUPPLEMENT TO REPLY FILED ON SEPTEMBER 27, 2004; IN A COMPLAINT FILED ON JANUARY 31, 2005; IN A REPLY FILED ON FEBRUARY 15, 2005; IN A FIRST SUPPLEMENT TO COMPLAINT FILED ON FEBRUARY 18, 2005; IN A SECOND SUPPLEMENT TO COMPLAINT FILED ON MARCH 11, 2005; IN A MOTION TO CONSOLIDATE AND COMMENTS IN SUPPORT OF SETTLEMENT AGREEMENT FILED ON MARCH 18, 2005; IN A COMPLAINT AND REQUEST FOR EVIDENTIARY HEARING FILED ON SEPTEMBER 8, 2005; IN A RESPONSE TO LICENSEE'S REPLY TO COMPLAINT FILED ON DECEMBER 9, 2005; IN A PETITION TO DENY THE LICENSE RENEWAL APPLICATIONS OF LICENSEE'S CONNECTICUT AND RHODE ISLAND STATIONS - WQGN-FM, GROTON, CT, FILE NO. BRH-20051128AMI, WXLM(FM), STONINGTON, CT, FILE NO. BRH-20051128ALJ, WSUB(AM), GROTON, CT, FILE NO. BR-20051128ALT, WPRO-FM, PROVIDENCE, RI, FILE NO. BRH-20051201BVH, WPRO(AM), PROVIDENCE, RI, FILE NO. BR-20051201BVR, WSKO-FM, WAKEFIELD-PEACEDALE, RI, FILE NO. BRH-20051201BAD, WKSO(AM), PROVIDENCE, RI, FILE NO. BR-20051201BSC, WWKX(FM), WOONSOCKET, RI, FILE NO. BRH-20051201AYK, AND WWLI(FM), PROVIDENCE, RI, FILE NO. BRH-20051201BBH - FILED ON MARCH 1, 2006; AND IN A COMPLAINT FILED NOVEMBER 21, 2006.

FULLER'S AND RED WOLF'S ALLEGATIONS STEM FROM AN INFORMAL OBJECTION THAT LICENSEE FILED ON MAY 26, 2004 AGAINST RED WOLF'S APPLICATION FOR A NEW FM TRANSLATOR STATION, FCC FILE NO. BNPFT-20030827AMA, NEW LONDON, CT, AND FROM LICENSEE'S ACTIVITIES IN CONSTRUCTING A NEW BROADCAST TOWER FOR WQGN-FM AND WSUB(AM).

LICENSEE HAS RESPONDED AND WILL BE FURTHER RESPONDING TO THESE ALLEGATIONS IN THE APPROPRIATE CONTEXT, AND BELIEVES THEY ARE MERITLESS.


Attachment 9


Exhibit 13
Description:
TRANSFEREE INFORMATION

SEE EXHIBIT 5.

Attachment 13


Exhibit 14
Description:
NATURE OF APPLICANT

SEE EXHIBIT 5.

Attachment 14


Exhibit 15
Description:
TRANSACTION DOCUMENTS

SEE EXHIBIT 6.


Attachment 15


Attachment 16
Description
Parties to Transferee


Exhibit 18
Description:
OTHER AUTHORIZATIONS

SEE EXHIBIT 7.

Attachment 18


Attachment 19
Description
Form of Radio Disney Sales Representation Agreement
Local Marketing Agreement - Oklahoma City
Time Brokerage Agreement - Knoxville
Time Brokerage Agreement - Muskegon


Attachment 20
Description
Compliance With Multiple Ownership Rules
Attachment A: ABC Radio Markets - Metro Analysis
Attachment B: Existing Citadel Stations - Metro Analysis
Attachment C: Existing Citadel Stations - Contour Analysis


Exhibit 24
Description:
CHARACTER ISSUES

SEE EXHIBIT 8.

Attachment 24