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 - 20090406ACB
Section I - General Information
1. Legal Name of the Licensee/Permittee
MRR LICENSE LLC
Mailing Address
900 LASKIN ROAD

City
VIRGINIA BEACH
State or Country (if foreign address)
VA
Zip Code
23451 -
Telephone Number (include area code)
7574379800
E-Mail Address (if available)
FCC Registration Number:
0010038610
Call Sign
WCIL
Facility ID Number
65950
2. Contact Representative (if other than licensee/permittee)
JULIAN L. SHEPARD, ESQ.
Firm or Company Name
WILLIAMS MULLEN, A PROFESSIONAL CORPORATION
Mailing Address
1666 K STREET, N.W.
SUITE 1200

City
WASHINGTON
State or Country (if foreign address)
DC
ZIP Code
20006 - 1200
Telephone Number (include area code)
2022938111

E-Mail Address (if available)
JSHEPARD@WILLIAMSMULLEN.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
MAX MEDIA LLC
Mailing Address
900 LASKIN ROAD

City
VIRGINIA BEACH
State or Country (if foreign address)
23
Zip Code
23451 -
Telephone Number (include area code)
7574379800
E-Mail Address (if available)

4.
Contact Representative (if other than Assignor/Transferor)
JULIAN SHEPARD
Firm or Company Name
WILLIAMS MULLEN
Mailing Address
1666 K STREET NW
SUITE 1200

City
WASHINGTON
State or Country (if foreign address)
DC
Zip Code
20006 -
Telephone Number (include area code)
2022938111

E-Mail Address (if available)
JSHEPARD@WILLIAMSMULLEN.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
65950 WCIL - CARBONDALE IL

Facility ID Number
Call Sign or Construction Permit File Number
City
State
65949 WCIL-FM - CARBONDALE IL

Facility ID Number
Call Sign or Construction Permit File Number
City
State
39520 WUEZ - CARTERVILLE IL

Facility ID Number
Call Sign or Construction Permit File Number
City
State
6647 WXLT - CHRISTOPHER IL

Facility ID Number
Call Sign or Construction Permit File Number
City
State
74581 WOOZ-FM - HARRISBURG IL

Facility ID Number
Call Sign or Construction Permit File Number
City
State
19058 WJPF - HERRIN IL

Facility ID Number
Call Sign or Construction Permit File Number
City
State
74582 KZIM - CAPE GIRARDEAU MO

Facility ID Number
Call Sign or Construction Permit File Number
City
State
74580 KEZS-FM - CAPE GIRARDEAU MO

Facility ID Number
Call Sign or Construction Permit File Number
City
State
64622 KGIR - CAPE GIRARDEAU MO

Facility ID Number
Call Sign or Construction Permit File Number
City
State
64621 KCGQ-FM - GORDONVILLE MO

Facility ID Number
Call Sign or Construction Permit File Number
City
State
4154 KLSC - MALDEN MO

Facility ID Number
Call Sign or Construction Permit File Number
City
State
4153 KMAL - MALDEN MO

Facility ID Number
Call Sign or Construction Permit File Number
City
State
6016 KKLR-FM - POPLAR BLUFF MO

Facility ID Number
Call Sign or Construction Permit File Number
City
State
6015 KWOC - POPLAR BLUFF MO

Facility ID Number
Call Sign or Construction Permit File Number
City
State
365 KJEZ - POPLAR BLUFF MO

Facility ID Number
Call Sign or Construction Permit File Number
City
State
78626 KGKS - SCOTT CITY MO

Facility ID Number
Call Sign or Construction Permit File Number
City
State
35605 KSIM - SIKESTON MO


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
DAVID J. WILHELM
Typed or Printed Title of Person Signing
CFO/TREASURER
Signature
Date
04/05/2009
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
MAX MEDIA X LLC
Mailing Address
900 LASKIN ROAD

City
VIRGINIA BEACH
State or Country (if foreign address)
VA
Zip Code
23451 -
Telephone Number (include area code)
7574379800
E-Mail Address (if available)

3.
Contact Representative (if other than Assignee/Transferee)
JULIAN SHEPARD
Firm or Company Name
WILLIAMS MULLEN
Mailing Address
1666 K STREET NW
SUITE 1200

City
WASHINGTON
State or Country (if foreign address)
DC
Zip Code
20006 -
Telephone Number (include area code)
2022938111

E-Mail Address (if available)
JSHEPARD@WILLIAMSMULLEN.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
DAVID J. WILHELM
Typed or Printed Title of Person Signing
CFO/TREASURER
Signature
Date
04/05/2009
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 2
Description:
NATURE OF TRANSACTION

THIS IS A CORPORATE REORGANIZATION THAT INVOLVES NO SUBSTANTIAL CHANGE IN THE BENEFICIAL OWNERSHIP OF THE LICENSEE.

Attachment 2


Exhibit 5
Description:
AGREEMENTS

ATTACHED HERETO IS A BILL OF CONTRIBUTION AND OPERATING AGREEMENT FOR MAX MEDIA X LLC (MAX MEDIA X) ALL THE AGREEMENTS FOR THE PRO FORMA TRANSFER OF CONTROL PROPOSED HEREIN. THESE DOCUMENTS ARE SUBJECT TO CONTINUING, NON-SUBSTANTIVE REVISIONS AND WILL BE EXECUTED FOLLOWING FCC APPROVAL OF THE PROPOSED PRO FORMA TRANSFER OF CONTROL IN A FORM SUBSTANTIALLY SIMILAR TO THE VERSIONS ATTACHED HERETO. NOTWITHSTANDING ANY SUCH REVISIONS, THESE DOCUMENTS EMBODY THE COMPLETE AND FINAL UNDERSTANDING BETWEEN THE PARTIES TO THIS APPLICATION. AN EXECUTED COPY OF EACH DOCUMENT WILL BE FILED WITH THE COMMISSION FOLLOWING CONSUMMATION OF THE TRANSACTION PURSUANT TO 47 C.F.R. 73.3613.

Attachment 5
Description
Bill of Contribution
Max Media X OPA


Exhibit 10
Description:
ADDITIONAL TRANSFEREE

TRANSFEREE:

MAX MANAGEMENT X LLC
900 LASKIN ROAD
VIRGINIA BEACH, VA 23451
757.437.9800

CONTACT REPRESENTATIVE

JULIAN SHEPARD, ESQ.
WILLIAMS MULLEN
1666 K STREET NW
SUITE 1200
WASHINGTON, DC 20003
202.293.8111
JSHEPARD@WILLIAMSMULLEN.COM


Attachment 10


Exhibit 12
Description:
CHANGE IN INTEREST

PURSUANT TO A BILL OF CONTRIBUTION BETWEEN MAX MEDIA LLC (MAX MEDIA) AND MAX MEDIA X, MAX MEDIA WILL TRANSFER ITS 100% MEMBERSHIP INTEREST IN MAX BROADCAST GROUP LLC (MBG) TO MAX MEDIA X IN EXCHANGE FOR A 100% MEMBERSHIP INTEREST IN MAX MEDIA X. PURSUANT TO THE MAX MEDIA X OPERATING AGREEMENT, MAX MANAGEMENT X LLC (MAX MANAGEMENT) WILL ACQUIRE FROM MAX MEDIA A 10% MEMBERSHIP INTEREST IN MAX MEDIA X. EACH INDIVIDUAL OR ENTITY WITH AN INTEREST IN MAX MANAGEMENT HAS A PREVIOUSLY-REPORTED INTEREST IN MAX MEDIA

AS OF TODAY, MBG IS A WHOLLY-OWNED SUBSIDIARY OF MAX MEDIA LLC. AFTER THE TRANSACTION IS CONSUMMATED, MBG WILL BE A WHOLLY OWNED SUBSIDIARY OF MAX MEDIA X. MAX MEDIA WILL HAVE A 90% OWNERSHIP INTEREST IN MAX MEDIA X, AND MAX MANAGEMENT WILL HAVE A 10% OWNERSHIP INTEREST IN MAX MEDIA X; THEREFORE, NO SUBSTANTIAL CHANGE IN THE BENEFICIAL OWNERSHIP WILL OCCUR.

OWNERSHIP CHARTS DEMONSTRATING THE OWNERSHIP STRUCTURE BEFORE AND AFTER THE PROPOSED TRANSACTIONS, AND A DETAILED OWNERSHIP ANALYSIS ARE ATTACHED HERETO.


Attachment 12
Description
Ownership Charts
Ownership Analysis


Attachment 14
Description
Other Broadcast Interests


Exhibit 15
Description:
ACQUISITION OF CONTROL

MAX MEDIA LLC ACQUIRED ITS INTEREST IN WCIL(AM) AND WCIL-FM ON MARCH 29, 2004, PURSUANT TO BAL-20031229ABP. MAX MEDIA LLC ACQUIRED ITS INTEREST IN WOOZ-FM ON MARCH 29, 2004, PURSUANT TO BALH-20031229ABV. MAX MEDIA LLC ACQUIRED ITS INTEREST IN WJPF(AM), WUEZ(FM) AND WXLT(FM) ON MARCH 29, 2004, PURSUANT TO BAL-20031229ABX.

Attachment 15