Federal Communications Commission
Washington, D.C. 20554
Approved by OMB
3060-0031 (June 2014)
FCC 314
FOR FCC USE ONLY
 
APPLICATION FOR CONSENT TO ASSIGNMENT OF BROADCAST STATION CONSTRUCTION PERMIT OR LICENSE

Read INSTRUCTIONS Before Filling Out Form

FOR COMMISSION USE ONLY
FILE NO.

BAL - 20140221AAQ
Section I - General Information
1. Legal Name of the Licensee/Permittee
YMF MEDIA NEW YORK LICENSEE LLC
Mailing Address
9130 WEST SUNSET BOULEVARD

City
LOS ANGELES
State or Country (if foreign address)
CA
Zip Code
90069 -
Telephone Number (include area code)
3102283500
E-Mail Address (if available)
BCOOPER@YMFMEDIALLC.COM
FCC Registration Number:
0021726815
Call Sign
WLIB
Facility ID Number
28204
2. Contact Representative (if other than licensee/permittee)
JOHN M. BURGETT
Firm or Company Name
WILEY REIN LLP
Mailing Address
1776 K STREET, NW

City
WASHINGTON
State or Country (if foreign address)
DC
ZIP Code
20006 -
Telephone Number (include area code)
2027194239

E-Mail Address (if available)
JBURGETT@WILEYREIN.COM
3. Legal Name of the Assignee
WBLS-WLIB LICENSE LLC
Mailing Address
ONE EMMIS PLAZA
40 MONUMENT CIRCLE, SUITE 700

City
INDIANAPOLIS
State or Country (if foreign address)
IN
ZIP Code
46204 -
Telephone Number (include area code)
3176846574
E-Mail Address (if available)
LEGAL@EMMIS.COM
4. Contact Representative (if other than assignee)
SCOTT WOODWORTH
Firm or Company Name
EDINGER ASSOCIATES PLLC
Mailing Address
1875 I STREET, NW
SUITE 500
City
WASHINGTON
State or Country (if foreign address)
DC
Zip Code
20006 -
Telephone Number (include area code)
2027471694

E-Mail Address (if available)
SWOODWORTH@EDINGERLAW.NET
5.
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)
6.
Purpose of Application:
Assignment of license
Assignment of construction permit
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]
7.
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)?
If yes, list pertinent authorizations in an Exhibit.
Yes No
[Exhibit 2]
8.
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 8(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 assignor held the station license and operated the station for at least three years? Yes No
N/A
9.
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 9(a), have all such stations operated for at least 4 years with a minimum operating schedule since grant?

Yes No

c. If no to 9(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 - Assignor

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 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.

Facility ID Number
Call Sign or  Construction Permit File Number
City
State
28204 WLIB
-
NEW YORK NY

Facility ID Number
Call Sign or  Construction Permit File Number
City
State
28203 WBLS
-
NEW YORK NY


 
3. Agreements for Sale of Station. Licensee/permittee certifies that:
a. it has placed in its public inspection file(s) and submitted as an exhibit to this item copies of all agreements for the sale of the station(s);
b. these documents embody the complete and final understanding between licensee/permittee and assignee; and
c. these agreements comply fully with the Commission's rules and policies.
Exhibit Required
Yes No
[Exhibit 5]
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 6]
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 7]

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 8]

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 9]

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 10]

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
ROBERT BERMINGHAM
Typed or Printed Title of Person Signing
VICE PRESIDENT OF YMF MEDIA LLC
Signature
Date
02/20/2014
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 - Assignee

1. Certification.  Assignee certifies that it has answered each question in this application based on its review of the application instructions and worksheets. Assignee 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.
Assignee 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 applicant in an Exhibit.
[Exhibit 11]
b. Radio Station applicants only: If the station(s) being assigned is noncommercial educational or LPFM, the assignee certifies that the Commission had previously granted a broadcast application, identified here by file number, that found this assignee qualified as a noncommercial educational entity with a qualif'ing educational program, and that the assignee will use the station(s) to advance a program similar to that the Commission has found qualifying in the assignee's previous application.

Yes No
N/A

FCC File Number
-

c. Radio Station applicants only: Proposed assignees of noncommercial educational or LPFM stations that aswered "No" to Question 2(b) must include an exhibit that describes the assignee's educational objective and how the station will be used to advance an educational program that will further that objective according to 47 C.F.R. Section 73.503 (for radio applicants), 47 C.F.R. Section 853 (for LPFM applicants).
[Exhibit 12]
3. Agreements for Sale of Station. Assignee 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 for the sale of the station(s) which are to be assigned; and
b. these agreements comply fully with the Commission's rules and policies.
Yes No


See Explanation in
[Exhibit 13]

4.
Parties to the Application.
a. List the assignee, 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 the assignee, 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 assignee and each party to the application holding an attributable intrerest (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 assignee 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 (debt plus equity).
 
[Enter Parties/Owners Information]


or [Exhibit 14]
b. Assignee certifies that equity interests not set forth above are non-attributable.
Yes No
N/A

See Explanation in
[Exhibit 15]

5. 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 16]
6. Multiple Ownership.
a. Is the assignee 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 with the station(s) subject to this application or with any other station 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 17]

b. Assignee certifies that the proposed assignment 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 18]

c. Assignee certifies that the proposed assignment:
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 19]

d.
Does the Assignee 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 20]

e. Does this assignment 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 6d, above).
  B. An Irrevocable Trust that will assign the station(s) to an Eligible Entity.
  All applicants: If "Yes" to Item 6e A or B: Submit as an Exhibit a copy of the form of irrevocable trust agreement providing for the assignment of the station(s) to an Eligible Entity.
Yes No
  Yes No

 

See Explanation in
[Exhibit 21]

7. Character Issues. Assignee certifies that neither assignee 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 22]

8. Adverse Findings. Assignee certifies that, with respect to the assignee 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 23]

9. Alien Ownership and Control. Assignee 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 24]

10. Financial Qualifications. Assignee 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 25]

11. Program Service Certification. Assignee 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
12. Auction Authorization. Assignee 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 26]

13. Anti-Drug Abuse Act Certification. Assignee certifies that neither assignee 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
14. Equal Employment Opportunity (EEO). If the applicant proposes to employ five or more full-time employees, applicant certifies that it is filing simultaneously with this application a Model EEO Program Report on FCC Form 396-A.
Yes No
N/A

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
J. SCOTT ENRIGHT
Typed or Printed Title of Person Signing
EXECUTIVE VICE PRESIDENT OF THE MANAGER
Signature
Date
02/18/2014

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 5
Description:
AGREEMENTS

COPIES OF THE (I) PURCHASE AND SALE AGREEMENT AND (II) LOCAL PROGRAMMING AND MARKETING AGREEMENT ASSOCIATED WITH THE PROPOSED ASSIGNMENT ARE ATTACHED HERETO. NOT ALL OF THE EXHIBITS AND SCHEDULES TO THESE AGREEMENTS HAVE BEEN INCLUDED. THE EXCLUDED EXHIBITS AND SCHEDULES ARE AS FOLLOWS:

PURCHASE AND SALE AGREEMENT:

EXHIBIT A - ASSUMPTION AGREEMENT
EXHIBIT B - BILL OF SALE AND ASSIGNMENT
EXHIBIT C - BUYER'S CLOSING CERTIFICATE
EXHIBIT D - BUYER'S PERFORMANCE CERTIFICATE
EXHIBIT E - ASSIGNMENT AND ASSUMPTION OF CONTRACTS
EXHIBIT F - INTENTIONALLY OMITTED
EXHIBIT G - ASSIGNMENT OF FCC LICENSES, PERMITS AND AUTHORIZATION
EXHIBIT H - ASSIGNMENT AND ASSUMPTION OF LEASES
EXHIBIT I - LMA ASSIGNMENT
EXHIBIT J - LMA ASSUMED LIABILITIES ASSUMPTION AGREEMENT
EXHIBIT K - LMA ASSIGNMENT AND ASSUMPTION OF CONTRACTS
EXHIBIT L - ASSIGNMENT AND ASSUMPTION OF LMA LEASES
EXHIBIT M - SELLER'S CLOSING CERTIFICATE
EXHIBIT N - SELLER'S PERFORMANCE CERTIFICATE
EXHIBIT O - ASSIGNMENT OF TRADEMARKS
EXHIBIT P - WBLS-WLIB LLC OPERATING AGREEMENT

SCHEDULE 1.2 - EXCLUDED ASSETS
SCHEDULE 1.4 - PERMITTED LIENS
SCHEDULE 4.3 - CONFLICTING AGREEMENTS OF SELLER
SCHEDULE 4.5 - TITLE EXCEPTIONS; LIENS AND ENCUMBRANCES
SCHEDULE 4.6 - EQUIPMENT
SCHEDULE 4.7(A) - CONTRACTS
SCHEDULE 4.8 - INTANGIBLE PROPERTY
SCHEDULE 4.9(A)(I) - OWNED REAL PROPERTY
SCHEDULE 4.9(A)(II) - LEASED REAL PROPERTY
SCHEDULE 4.9(A)(III) - VIOLATIONS OF LAW REGARDING REAL PROPERTY/DEFAULTS UNDER REAL PROPERTY LEASES
SCHEDULE 4.9(B) - POSSESSION; RIGHTS TO ACQUIRE INTEREST IN REAL PROPERTY
SCHEDULE 4.9(C) - IMPROVEMENTS
SCHEDULE 4.9(D) - REAL PROPERTY LEASES
SCHEDULE 4.9(E) - ZONING; LAND USE COMPLIANCE
SCHEDULE 4.9(F) - ACCESS TO REAL PROPERTY
SCHEDULE 4.9(G) - EASEMENTS; COVENANTS
SCHEDULE 4.10 - LEASES
SCHEDULE 4.11(A) - 2013 ANNUAL FINANCIAL STATEMENTS
SCHEDULE 4.12 - NO CHANGES
SCHEDULE 4.13 - LITIGATION; LABOR DISPUTES; COMPLIANCE WITH LAW
SCHEDULE 4.14 - TAX EXCEPTIONS
SCHEDULE 4.15 - GOVERNMENTAL AUTHORIZATIONS
SCHEDULE 4.16 - COMPLIANCE WITH COMMUNICATIONS LAWS
SCHEDULE 4.17 - INSURANCE
SCHEDULE 4.18 - BROKERS
SCHEDULE 4.19 - EMPLOYEES
SCHEDULE 4.20 - EMPLOYEE BENEFIT PLANS
SCHEDULE 4.21 - ENVIRONMENTAL COMPLIANCE
SCHEDULE 5.3 - CONFLICTS
SCHEDULE 5.4 - BROKERS
SCHEDULE 5.5 - FCC QUALIFICATION
SCHEDULE 7.8 - REQUIRED APPROVALS AND CONSENBTS
SCHEDULE 7.13 - REQUIRED TITLE COMMITMENTS
SCHEDULE 11.2 - SEVERANCE

LOCAL PROGRAMMING AND MARKETING AGREEMENT:

SCHEDULE A - LMA FEE

THE EXHIBITS AND SCHEDULES IDENTIFIED ABOVE CONTAIN PROPRIETARY INFORMATION AND/OR ARE NOT GERMANE TO THE COMMISSION'S CONSIDERATION OF THIS APPLICATION. SEE LUJ, INC. AND LONG NINE, INC., MEMORANDUM OPINION AND ORDER, 17 FCC RCD 16980 (2002). THE EXCLUDED DOCUMENTS WILL BE PROVIDED TO THE COMMISSION UPON REQUEST.

Attachment 5
Description
Purchase and Sale Agreement
Local Programming and Marketing Agreement


Exhibit 6
Description:
OTHER AUTHORIZATIONS

YMF MEDIA LLC ('YMF') IS THE INDIRECT PARENT OF YMF MEDIA NEW YORK LICENSEE LLC, THE LICENSEE OF WLIB(AM), NEW YORK, NY (FID NO. 28204) AND WBLS(FM), NEW YORK, NY (FID NO. 28203).

YUCAIPA CORPORATE INITIATIVES FUND II, L.P. ('YUCAIPA') AND YCI II YMF HOLDINGS, INC. ('YCI') ARE THE MEMBERS OF YMF. YUCAIPA IS ALSO A MEMBER OF RIVIERA BROADCASTING, LLC, THE LICENSEE OF KEXX(FM), GILBERT, AZ (FID NO. 54944); KKFR(FM), MAYER, AZ (FID NO. 41462); AND KVIB(FM), SUN CITY WEST, AZ (FID NO. 16770). CERTAIN PARTIES WITH ATTRIBUTABLE INTERESTS IN YCI AND YMF ALSO HOLD ATTRIBUTABLE INTERESTS IN RIVIERA BROADCASTING, LLC.

TED BARTLEY, WHO IS A MEMBER OF YMF'S BOARD OF MANAGERS, IS ALSO A MEMBER OF NRJ HOLDINGS, LLC, WHICH IS THE MANAGING MEMBER OF NRJ TV LLC, NRJ TV II LLC, NRJ TV III LLC AND NRJ TV IV LLC. NRJ TV LLC IS THE INDIRECT PARENT OF (I) NRJ TV SAN FRAN LICENSE CO, LLC, THE LICENSEE OF KCNS(TV), SAN FRANCISCO, CA (FID NO. 71586); (II) NRJ TV BOSTON LICENSE CO, LLC, THE LICENSEE OF WMFP(TV), LAWRENCE, MA (FID NO. 41436); AND (III) NRJ TV NY LICENSE CO., LLC, THE LICENSEE OF WZME(TV), BRIDGEPORT, CT (FID NO. 70493). NRJ TV II LLC IS THE INDIRECT PARENT OF (I) NRJ TV PHILLY LICENSE CO., LLC, THE LICENSEE OF WTVE(TV), READING, PA (FID NO. 55305) AND WPHY-CD, TRENTON, NJ (FID NO. 74464); (II) NRJ TV LA LICENSE CO, LLC, THE LICENSEE OF KSCI(TV), LONG BEACH, CA (FID NO. 35608), KUAN-LP, POWAY, CA (FID NO. 35609) AND KSKJ-CD, VAN NUYS, CA (FID NO. 36717); AND (III) NRJ TV HAWAII LICENSE CO, LLC, THE LICENSEE OF KIKU(TV), HONOLULU, HI (FID NO. 34527). NRJ TV III LLC IS THE INDIRECT PARENT OF (I) NRJ TV CHICAGO LICENSE CO., LLC, THE LICENSEE OF WOCH-CA, CHICAGO, IL (FID NO. 35101); (II) NRJ TV RL LICENSE CO., LLC, THE LICENSEE OF WGCB-TV, RED LION, PA (FID NO. 55350); AND (III) NRJ TV III CA LICENSE CO., LLC, THE LICENSEE OF KNET-CD, LOS ANGELES, CA (FID NO. 3167) AND KNLA-CD, LOS ANGELES, CA (FID NO. 167309). NRJ TV IV LLC IS THE INDIRECT PARENT OF (I) NRJ TV HOUSTON LICENSE CO., LLC, THE LICENSEE OF KUBE-TV, BAYTOWN, TX (FID NO. 70492); AND (II) NRJ TV SF LICENSE CO., LLC, THE LICENSEE OF KTNC-TV, CONCORD, CA (FID NO. 21533).

Attachment 6


Exhibit 7
Description:
CHARACTER ISSUES

YMF MEDIA NEW YORK LICENSEE LLC ('YMF NEW YORK'), THE PROPOSED ASSIGNOR, BELIEVES THAT THIS QUESTION IS PROPERLY ANSWERED IN THE AFFIRMATIVE. HOWEVER, OUT OF AN ABUNDANCE OF CAUTION, YMF NEW YORK NOTES THAT ON OCTOBER 11, 2012, BOB LAW, BETTY DOPSON, MICHAEL NORTH AND CHARLES BARRON (COLLECTIVELY, 'PETITIONERS') JOINTLY FILED AN APPLICATION FOR REVIEW OF THE MEDIA BUREAU'S SEPTEMBER 12, 2012 (I) DENIAL OF THE PETITIONERS' PETITION TO DENY THE ASSIGNMENTS OF CERTAIN RADIO STATIONS (INCLUDING STATIONS WLIB(AM) AND WBLS(FM)) FROM WHOLLY-OWNED SUBSIDIARIES OF INNER CITY MEDIA CORPORATION TO WHOLLY-OWNED SUBSIDIARIES OF YMF MEDIA LLC (INCLUDING YMF NEW YORK) AND (II) CONCURRENT GRANT OF CONSENT TO THE ASSIGNMENTS OF THE RADIO STATIONS (SEE FCC FILE NOS. BAL(H)-20120430ADH-ADV). ON OCTOBER 26, 2012, YMF NEW YORK FILED AN OPPOSITION TO THE APPLICATION FOR REVIEW. THE APPLICATION FOR REVIEW REMAINS PENDING.

Attachment 7


Exhibit 13
Description:
EXHIBIT 13

SEE EXHIBIT 5.

Attachment 13


Exhibit 14
Description:
EXHIBIT 14

SEE ATTACHED.

Attachment 14
Description
Parties to the Application


Exhibit 16
Description:
EXHIBIT 16

EMMIS COMMUNICATIONS CORPORATION ('EMMIS') IS THE INDIRECT PARENT OF EMMIS RADIO LLC, 50.1% OWNER OF THE PARENT OF ASSIGNEE.

CERTAIN SUBSIDIARIES OF EMMIS HAVE ATTRIBUTABLE INTERESTS IN THE FOLLOWING STATIONS:

WLUP-FM, CHICAGO, IL (FID NO. 73233)
WKQX(FM), CHICAGO, IL (FID NO. 19525)
WQHT(FM), NEW YORK, NY (FID NO. 19615)
WEPN-FM, NEW YORK, NY (FID NO. 63781)
KPWR(FM), LOS ANGELES, CA (FID NO. 35498)
KSHE(FM), CRESTWOOD, MO (FID NO. 19523)
KFTK(FM), FLORISSANT, MO (FID NO. 73890)
KIHT(FM), ST. LOUIS, MO (FID NO. 27022)
KPNT(FM), COLLINSVILLE, IL (FID NO. 56525)
WLHK(FM), SHELBYVILLE, IN (FID NO. 19522)
WIBC(FM), INDIANAPOLIS, IN (FID NO. 19524)
WYXB(FM), INDIANAPOLIS, IN (FID NO. 51432)
WFNI(AM), INDIANAPOLIS, IN (FID NO. 19521)
WTHI-FM, TERRE HAUTE, IN (FID NO. 70652)
WWVR(FM), W. TERRE HAUTE, IN (FID NO. 68824)
WFNF(AM), BRAZIL, IN (FID NO. 19669)
WFNB(FM), BRAZIL, IN (FID NO. 19670)
KLBJ(AM), AUSTIN, TX (FID NO. 65791)
KLBJ-FM, AUSTIN, TX (FID NO. 65792)
KGSR(FM), CEDAR PARK, TX (FID NO. 23604)
KLZT(FM), BASTROP, TX (FID NO. 9973)
KROX-FM, BUDA, TX (FID NO. 54659)
KBPA(FM), SAN MARCOS, TX (FID NO. 41213)

----------------------------------

YMF MEDIA LLC ('YMF') IS THE DIRECT PARENT OF YMF MEDIA NEW YORK LLC, 49.9% OWNER OF PARENT OF THE ASSIGNEE.

YUCAIPA CORPORATE INITIATIVES FUND II, L.P. ('YUCAIPA') AND YCI II YMF HOLDINGS, INC. ('YCI') ARE THE MEMBERS OF YMF. YUCAIPA IS ALSO A MEMBER OF RIVIERA BROADCASTING, LLC, THE LICENSEE OF KEXX(FM), GILBERT, AZ (FID NO. 54944); KKFR(FM), MAYER, AZ (FID NO. 41462); AND KVIB(FM), SUN CITY WEST, AZ (FID NO. 16770). CERTAIN PARTIES WITH ATTRIBUTABLE INTERESTS IN YCI AND YMF ALSO HOLD ATTRIBUTABLE INTERESTS IN RIVIERA BROADCASTING, LLC.

TED BARTLEY, WHO IS A MEMBER OF YMF'S BOARD OF MANAGERS, IS ALSO A MEMBER OF NRJ HOLDINGS, LLC, WHICH IS THE MANAGING MEMBER OF NRJ TV LLC, NRJ TV II LLC, NRJ TV III LLC AND NRJ TV IV LLC. NRJ TV LLC IS THE INDIRECT PARENT OF (I) NRJ TV SAN FRAN LICENSE CO, LLC, THE LICENSEE OF KCNS(TV), SAN FRANCISCO, CA (FID NO. 71586); (II) NRJ TV BOSTON LICENSE CO, LLC, THE LICENSEE OF WMFP(TV), LAWRENCE, MA (FID NO. 41436); AND (III) NRJ TV NY LICENSE CO., LLC, THE LICENSEE OF WZME(TV), BRIDGEPORT, CT (FID NO. 70493). NRJ TV II LLC IS THE INDIRECT PARENT OF (I) NRJ TV PHILLY LICENSE CO., LLC, THE LICENSEE OF WTVE(TV), READING, PA (FID NO. 55305) AND WPHY-CD, TRENTON, NJ (FID NO. 74464); (II) NRJ TV LA LICENSE CO, LLC, THE LICENSEE OF KSCI(TV), LONG BEACH, CA (FID NO. 35608), KUAN-LP, POWAY, CA (FID NO. 35609) AND KSKJ-CD, VAN NUYS, CA (FID NO. 36717); AND (III) NRJ TV HAWAII LICENSE CO, LLC, THE LICENSEE OF KIKU(TV), HONOLULU, HI (FID NO. 34527). NRJ TV III LLC IS THE INDIRECT PARENT OF (I) NRJ TV CHICAGO LICENSE CO., LLC, THE LICENSEE OF WOCH-CA, CHICAGO, IL (FID NO. 35101); (II) NRJ TV RL LICENSE CO., LLC, THE LICENSEE OF WGCB-TV, RED LION, PA (FID NO. 55350); AND (III) NRJ TV III CA LICENSE CO., LLC, THE LICENSEE OF KNET-CD, LOS ANGELES, CA (FID NO. 3167) AND KNLA-CD, LOS ANGELES, CA (FID NO. 167309). NRJ TV IV LLC IS THE INDIRECT PARENT OF (I) NRJ TV HOUSTON LICENSE CO., LLC, THE LICENSEE OF KUBE-TV, BAYTOWN, TX (FID NO. 70492); AND (II) NRJ TV SF LICENSE CO., LLC, THE LICENSEE OF KTNC-TV, CONCORD, CA (FID NO. 21533).

Attachment 16


Exhibit 18
Description:
EXHIBIT 18

THE NEW YORK ARBITRON HAS 153 STATIONS (SEE ATTACHED). IN SUCH A MARKET, A PARTY MAY OWN OR HAVE AN ATTRIBUTABLE INTEREST IN UP TO 8 COMMERCIAL RADIO STATIONS, 5 OF WHICH CAN BE IN THE SAME SERVICE. THIS APPLICATION COMPLIES WITH THESE LIMITATIONS BECAUSE, ONCE THIS TRANSACTION IS CONSUMMATED, THE ASSIGNEE AND PARTIES WITH AN ATTRIBUTABLE INTEREST IN THE ASSIGNEE WILL HAVE AN ATTRIBUTABLE INTEREST IN THE FOLLOWING STATIONS:

WBLS(FM), NEW YORK, NY
WEPN(FM), NEW YORK, NY
WLIB(AM), NEW YORK, NY
WQHT(FM), NEW YORK, NY

Attachment 18
Description
NY Arbitron


Exhibit 22
Description:
EXHIBIT 22

THE FOLLOWING MATTERS ARE NOTED OUT OF AN ABUNDANCE OF CAUTION:

1. ON JULY 23, 2004, ONE DAVID SMITH FILED AN INFORMAL OBJECTION AGAINST THE LICENSE RENEWAL APPLICATIONS OF RADIO STATIONS IN THE STATE OF INDIANA UNDER COMMON CONTROL WITH THE APPLICANT. THE OBJECTION WAS BASED ON ALLEGED BROADCAST OF INDECENT MATERIAL ON WKQX(FM), CHICAGO, ILLINOIS, WHICH WAS THEN COMMONLY-OWNED, AND ALSO ALLEGED THAT WKQX HAD ACTED IMPROPERLY IN CONNECTION WITH A LAWSUIT FILED AGAINST SMITH BY ONE ERICH MUELLER, WHO HOSTED A PROGRAM ON THE STATION. ALL OF THESE ALLEGATIONS WERE RESOLVED IN A CONSENT DECREE ADOPTED BY THE COMMISSION IN AN ORDER RELEASED AUGUST 12, 2004. THOUGH SMITH CHALLENGED THE VALIDITY OF THE CONSENT DECREE IN AN APPEAL TO THE UNITED STATES COURT OF APPEALS FOR THE DISTRICT OF COLUMBIA CIRCUIT, THE APPEAL WAS DISMISSED BY THE COURT IN AN ORDER FILED MARCH 29, 2007 (CASE NO. 06-1381), WHICH IS FINAL.

BY LETTER DATED SEPTEMBER 5, 2007, THE CHIEF, AUDIO DIVISION, REJECTED THE INFORMAL OBJECTION AND GRANTED THE LICENSE RENEWAL APPLICATIONS OF ALL THE STATIONS EXCEPT ONE, WHICH REMAINS PENDING. SMITH FILED A PETITION FOR RECONSIDERATION OF THAT DECISION, WHICH WAS DENIED. SMITH THEN FILED AN APPLICATION FOR REVIEW, WHICH REMAINS PENDING.

2. ON NOVEMBER 1, 2004, SMITH, ET AL., FILED A PETITION TO DENY THE APPLICATION FOR RENEWAL OF LICENSE OF WKQX(FM). THE PETITION RAISED THE SAME MATTERS DESCRIBED IN PARAGRAPH 1 ABOVE, AND ALSO CLAIMED THAT KPNT(FM), STE. GENEVIEVE, MO, WHICH IS UNDER COMMON CONTROL WITH THE APPLICANT, ACTED IMPROPERLY IN CONNECTION WITH CORRESPONDENCE FROM THE STATION'S LOCAL COUNSEL TO ONE JULIE CORDRY, A ST. LOUIS-AREA RESIDENT, RELATING TO HER CONTACTS WITH STATION ADVERTISERS REQUESTING THAT THEY NOT ADVERTISE ON THE STATION.   BY LETTER DATED OCTOBER 22, 2010, THE CHIEF, AUDIO DIVISION, REJECTED THE PETITION, AND THE WKQX LICENSE RENEWAL APPLICATION WAS GRANTED ON NOVEMBER 18, 2010. SMITH, ET AL., FILED AN APPLICATION FOR REVIEW ON NOVEMBER 26, 2010, WHICH REMAINS PENDING. ON NOVEMBER 1, 2012, SMITH, ET AL., FILED A PETITION TO DENY THE 2012 WKQX LICENSE RENEWAL APPLICATION, INCORPORATING BY REFERENCE THEIR PLEADINGS IN THE 2004 LICENSE RENEWAL PROCEEDING. THAT PETITION REMAINS PENDING.

3. ON JANUARY 3, 2005, MS. CORDRY FILED A PETITION TO DENY THE 2004 APPLICATION FOR RENEWAL OF LICENSE OF KPNT, RAISING THE MATTERS DESCRIBED IN PARAGRAPHS 1 AND 2 ABOVE, AND ALSO ALLEGING THAT RENEWAL SHOULD BE DENIED BECAUSE OF ALLEGED INDECENT BROADCASTS ON KPNT (RESOLVED IN THE ABOVE-REFERENCED CONSENT DECREE) AND ALLEGEDLY-OBJECTIONABLE MATERIAL ON THE STATION'S WEBSITE. THE PETITION REMAINS PENDING. ON JANUARY 2, 2013, CORDRY FILED A PETITION TO DENY THE 2012 APPLICATION FOR RENEWAL OF LICENSE OF KPNT, INCORPORATING BY REFERENCE THE ALLEGATIONS IN HER 2005 PETITION. THE 2013 PETITION REMAINS PENDING.

THE APPLICANT DOES NOT CONCEDE THAT THESE MATTERS VALIDLY RAISE CHARACTER ISSUES, BUT DISCLOSES THEM OUT OF AN ABUNDANCE OF CAUTION.

Attachment 22