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 - 20040227AAJ
Section I - General Information
1. Legal Name of the Licensee/Permittee
ROUTE 81 RADIO, LLC
Mailing Address
127 WILLOWBROOK LANE
2ND FLOOR

City
WEST CHESTER
State or Country (if foreign address)
PA
Zip Code
19382 -
Telephone Number (include area code)
6106968181
E-Mail Address (if available)
FCC Registration Number:
0010150159
Call Sign
WCBA
Facility ID Number
19652
2. Contact Representative (if other than licensee/permittee)
CHRISTOPHER D. IMLAY
Firm or Company Name
BOOTH, FRERET, IMLAY & TEPPER, P.C.
Mailing Address
14356 CAPE MAY ROAD

City
SILVER SPRING
State or Country (if foreign address)
MD
ZIP Code
20904 - 6011
Telephone Number (include area code)
3013845525

E-Mail Address (if available)
BFITPC@AOL.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
AVALON EQUITY FUND, LP
Mailing Address
800 THIRD AVENUE
27TH FLOOR

City
NEW YORK
State or Country (if foreign address)
NY
Zip Code
10022 -
Telephone Number (include area code)
2124210600
E-Mail Address (if available)

PPOLIMINO@AVALONEQUITY.COM
3.
Contact Representative (if other than transferor)
CHRISTOPHER D. IMLAY
Firm or Company Name
BOOTH, FRERET, IMLAY & TEPPER, P.C.
Mailing Address
14356 CAPE MAY ROAD

City
SILVER SPRING
State or Country (if foreign address)
MD
Zip Code
20904 - 6011
Telephone Number (include area code)
3013845525

E-Mail Address (if available)
BFITPC@AOL.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]


Changes in Interests as a Result of Transfer

(A) NAMES AND ADDRESSES OF ANY PARTY TO APPLICATION HOLDING AN ATTRIBUTABLE INTEREST
(B)
CITIZENSHIP
INTEREST HELD
(C) BEFORE TRANSFER OR ASSIGNMENT
(D) AFTER TRANSFER OR ASSIGNMENT
(1) Percentage Votes
(2) Percentage Total Assets (Equity plus Debt)
(1) Percentage Votes
(2) Percentage Total Assets (Equity plus Debt)
AVALON EQUITY FUND, LP, 800 THIRD AVENUE, 27TH FLOOR, NEW YORK, NY 10022 US 72 72 50 50

(A) NAMES AND ADDRESSES OF ANY PARTY TO APPLICATION HOLDING AN ATTRIBUTABLE INTEREST
(B)
CITIZENSHIP
INTEREST HELD
(C) BEFORE TRANSFER OR ASSIGNMENT
(D) AFTER TRANSFER OR ASSIGNMENT
(1) Percentage Votes
(2) Percentage Total Assets (Equity plus Debt)
(1) Percentage Votes
(2) Percentage Total Assets (Equity plus Debt)
LLOYD B. ROACH, 1025 MEETINGHOUSE ROAD, WEST CHESTER, PA 19382 US 24.5 24.5 0 0

(A) NAMES AND ADDRESSES OF ANY PARTY TO APPLICATION HOLDING AN ATTRIBUTABLE INTEREST
(B)
CITIZENSHIP
INTEREST HELD
(C) BEFORE TRANSFER OR ASSIGNMENT
(D) AFTER TRANSFER OR ASSIGNMENT
(1) Percentage Votes
(2) Percentage Total Assets (Equity plus Debt)
(1) Percentage Votes
(2) Percentage Total Assets (Equity plus Debt)
GAVIN STEIF, 307 DARTMOUTH AVENUE, SWARTHMORE, PA 19081 US 3.5 3.5 0 3.5

(A) NAMES AND ADDRESSES OF ANY PARTY TO APPLICATION HOLDING AN ATTRIBUTABLE INTEREST
(B)
CITIZENSHIP
INTEREST HELD
(C) BEFORE TRANSFER OR ASSIGNMENT
(D) AFTER TRANSFER OR ASSIGNMENT
(1) Percentage Votes
(2) Percentage Total Assets (Equity plus Debt)
(1) Percentage Votes
(2) Percentage Total Assets (Equity plus Debt)
KEN KARASZCIEWICZ, 127 WILLOWBROOK LANE, WEST CHESTER, PA 19382 US 0 0 0 2


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
LLOYD B. ROACH
Typed or Printed Title of Person Signing
PRESIDENT, CHIEF EXECUTIVE OFFICER
Signature
Date
04/12/2004
WILLFUL FALSE STATEMENTS ON THIS FORM ARE PUNISHABLE BY FINE AND/OR IMPRISONMENT (U.S. CODE, TITLE 18, SECTION 1001), AND/OR REVOCATION OF ANY STATION LICENSE OR CONSTRUCTION PERMIT (U.S. CODE, TITLE 47, SECTION 312(a)(1)), AND/OR FORFEITURE (U.S. CODE, TITLE 47, SECTION 503).



Section III - Licensee/Permittee

1. Certification.  Licensee/permittee certifies that it has answered each question in this application based on its review of the application instructions and worksheets. Licensee further certifies that where it has made an affirmative certification below, this certification constitutes its representation that the application satisfies each of the pertinent standards and criteria set forth in the application instructions and worksheets. Yes No
2. Authorizations to be Assigned. List the authorized stations and construction permits to be assigned. Provide the Facility Identification Number and the Call Sign, or the Facility Identification Number and the File Number of the Construction Permit, and the location, for each station to be assigned. Include main stations, FM and/or TV translator stations, LPTV stations, FM and/or TV booster stations.

[Enter Station Information]


List the authorized stations and construction permits to be transferred. Provide the Facility Identification Number and the Call Sign, or the Facility Identification Number and the File Number of the Construction Permit, and the location, for each station to be transferred. Include main stations, FM and/or TV translator stations, LPTV stations, FM and/or TV booster stations.

Facility ID Number
Call Sign
or Construction Permit File Number
City
State
19652
WCBA
-
CORNING NY

Facility ID Number
Call Sign
or Construction Permit File Number
City
State
19651
WCBA-FM
-
CORNING NY

Facility ID Number
Call Sign
or Construction Permit File Number
City
State
53610
WCLI
-
CORNING NY

Facility ID Number
Call Sign
or Construction Permit File Number
City
State
71510
WENY
-
ELMIRA NY

Facility ID Number
Call Sign
or Construction Permit File Number
City
State
71509
WENY-FM
-
ELMIRA NY

Facility ID Number
Call Sign
or Construction Permit File Number
City
State
14713
WGMM
-
BIG FLATS NY

Facility ID Number
Call Sign
or Construction Permit File Number
City
State
74556
WHYL
-
CARLISLE PA

Facility ID Number
Call Sign
or Construction Permit File Number
City
State
58316
WCDL
-
CARBONDALE PA

Facility ID Number
Call Sign
or Construction Permit File Number
City
State
58314
WNAK-FM
-
CARBONDALE PA

Facility ID Number
Call Sign
or Construction Permit File Number
City
State
132
WAZL
-
HAZLETON PA

Facility ID Number
Call Sign
or Construction Permit File Number
City
State
63593
WCOJ
-
COATESVILLE PA

Facility ID Number
Call Sign
or Construction Permit File Number
City
State
59757
WNAK
-
NANTICOKE 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
LLOYD B. ROACH
Typed or Printed Title of Person Signing
PRESIDENT, CHIEF EXECUTIVE OFFICER
Signature
Date
04/12/2004
WILLFUL FALSE STATEMENTS ON THIS FORM ARE PUNISHABLE BY FINE AND/OR IMPRISONMENT (U.S. CODE, TITLE 18, SECTION 1001), AND/OR REVOCATION OF ANY STATION LICENSE OR CONSTRUCTION PERMIT (U.S. CODE, TITLE 47, SECTION 312(a)(1)), AND/OR FORFEITURE (U.S. CODE, TITLE 47, SECTION 503).



Section IV - Transferee(s)

1. Certification.   Transferee(s) certify that it (they) have answered each question in this application based on its (their) review of the application instructions and worksheets. Transferee(s) further certify that where it (they) have made an affirmative certification below, this certification constitutes its (their) representation that the application satisfies each of the pertinent standards and criteria set forth in the application instructions and worksheets. Yes No
2.
Legal Name of the Transferee(s)
WALLERSUTTON 2000, L.P.
Mailing Address
500 WEST PUTNAM AVENUE
SUITE 360

City
GREENWICH
State or Country (if foreign address)
CT
Zip Code
06380 -
Telephone Number (include area code)
2038617080
E-Mail Address (if available)

3.
Contact Representative (if other than transferee)
DAVID M. SILVERMAN, ESQ.
Firm or Company Name
COLE, RAYWID & BRAVERMAN, L.L.P.
Mailing Address
1919 PENNSYLVANIA AVE., N.W.
SUITE 200

City
WASHINGTON
State or Country (if foreign address)
DC
Zip Code
20006 -
Telephone Number (include area code)
2026599750

E-Mail Address (if available)
DSILVERMAN@CRBLAW.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]

6a. Parties to the Application

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.
(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).
(1) Name and Address (2) Citizenship (3) Positional Interest (4) Percentage of Votes (5) Percentage of total assets (equity plus debt).
BENJAMIN B. BRANDES, 12 THORNY LEA ROAD, SHARON, MA 02067
US
MEMBER, AVALON EQUITY PARTNERS, LLC AND DIRECTOR OF LICENSEE
0
0

(1) Name and Address (2) Citizenship (3) Positional Interest (4) Percentage of Votes (5) Percentage of total assets (equity plus debt).
DAVID W. UNGER, 303 EAST 57TH STREET, NEW YORK, NY 10022
US
MEMBER, AVALON EQUITY PARTNERS, LLC AND DIRECTOR OF LICENSE
0
0

(1) Name and Address (2) Citizenship (3) Positional Interest (4) Percentage of Votes (5) Percentage of total assets (equity plus debt).
DEAN MEISZER, 441 VINE STREET, SUITE 3900, CINCINNATI, OH 45202
US
DIRECTOR OF LICENSEE
0
0

(1) Name and Address (2) Citizenship (3) Positional Interest (4) Percentage of Votes (5) Percentage of total assets (equity plus debt).
JOHN T. WOODRUFF, 500 WEST PUTNAM AVENUE, 3RD FLOOR, GREENWICH, CT 06830
US
MEMBER OF GENERAL PARTNER LLC AND DIRECTOR OF LICENSEE
30.77
30.77

(1) Name and Address (2) Citizenship (3) Positional Interest (4) Percentage of Votes (5) Percentage of total assets (equity plus debt).
JOHN W. WALLER III, 30 ROCKEFELLER PLAZA, SUITE 4350, NEW YORK, NY 10112
US
MEMBER OF GENERAL PARTNER LLC
30.77
30.77

(1) Name and Address (2) Citizenship (3) Positional Interest (4) Percentage of Votes (5) Percentage of total assets (equity plus debt).
LLOYD B. ROACH, 127 WILLOWBROOK LANE, WEST CHESTER, PA 19382
US
PRESIDENT, CEO AND DIRECTOR OF LICENSEE
0
0

(1) Name and Address (2) Citizenship (3) Positional Interest (4) Percentage of Votes (5) Percentage of total assets (equity plus debt).
WALLERSUTTON 2000 L.L.C., 500 WEST PUTNAM AVENUE, 3RD FLOOR GREENWICH, CT 06830
US
GENERAL PARTNER OF TRANSFEREE
0
1

(1) Name and Address (2) Citizenship (3) Positional Interest (4) Percentage of Votes (5) Percentage of total assets (equity plus debt).
WALLERSUTTON 2000, L.P., 500 WEST PUTNAM AVENUE, 3RD FLOOR, GREENWICH, CT 06830
US
TRANSFEREE
50
50

(1) Name and Address (2) Citizenship (3) Positional Interest (4) Percentage of Votes (5) Percentage of total assets (equity plus debt).
WILLIAM H. INGRAM & JONATHAN M. WAYNEWRIGHT, TRUSTEES OF THE CHRISTOPHER J. INGRAM TRUST DATED 12/21/00, ONE ROCKEFELLER PLAZA, SUITE 3300, NEW YORK, NY 10020 (NOTE: SEE EXHIBIT 11.)
US
MEMBER OF GENERAL PARTNER LLC
19.23
19.23

(1) Name and Address (2) Citizenship (3) Positional Interest (4) Percentage of Votes (5) Percentage of total assets (equity plus debt).
WILLIAM H. INGRAM, ONE ROCKEFELLER PLAZA, SUITE 3300, NEW YORK, NY 10020
US
MEMBER OF GENERAL PARTNER LLC AND DIRECTOR OF LICENSEE
19.23
19.23


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
JOHN T. WOODRUFF
Typed or Printed Title of Person Signing
MEMBER OF WALLERSUTTON L.L.C., GENERAL PARTNER
Signature
Date
04/12/2004

WILLFUL FALSE STATEMENTS ON THIS FORM ARE PUNISHABLE BY FINE AND/OR IMPRISONMENT (U.S. CODE, TITLE 18, SECTION 1001), AND/OR REVOCATION OF ANY STATION LICENSE OR CONSTRUCTION PERMIT (U.S. CODE, TITLE 47, SECTION 312(a)(1)), AND/OR FORFEITURE (U.S. CODE, TITLE 47, SECTION 503).



Exhibits
Exhibit 1
Description:
PURPOSE OF AMENDMENT

THE PURPOSES OF THIS AMENDMENT ARE: (1) TO REPORT THE PLANNED ISSUANCE OF SMALL AMOUNTS OF NON-VOTING SHARES TO TWO INDIVIDUALS AFTER THE PROPOSED TRANSFER OF CONTROL, AS SHOWN IN SECTION II, ITEM 4; (2) TO REPORT THE DIRECTORS OF THE LICENSEE FOLLOWING THE PROPOSED TRANSFER OF CONTROL, AS SHOWN IN SECTION IV, ITEM 6A; AND (3) TO UPDATE TWO CHANGED CALL SIGNS AS SHOWN IN SECTION III.

Attachment 1


Exhibit 7
Description:
AGREEMENT TO TRANSFER CONTROL OF STATION

THE INTEREST PURCHASE AGREEMENT ATTACHED HERETO DATED FEBRUARY 6, 2004 PROVIDES FOR THE ACQUISITION BY WALLERSUTTON2000, L.P. OF A 50% OWNERSHIP INTEREST IN ROUTE 81, LLC, CONTINGENT ON FCC APPROVAL. THE OWNERSHIP INTERESTS OF CURRENT ROUTE 81, LLC MEMBERS LLOYD B. ROACH AND GAVIN STEIF WILL BE RETIRED PRIOR TO CLOSING ON THIS TRANSACTION. HOWEVER, THEY WILL REMAIN PRESIDENT/CHIEF EXECUTIVE OFFICER AND CHIEF OPERATING OFFICER RESPECTIVELY AFTER THE TRANSFER OF CONTROL. THE END RESULT OF THESE TRANSACTIONS WILL BE A REDUCTION OF THE OWNERSHIP INTEREST IN ROUTE 81, LLC OF MEMBER AVALON EQUITY FUND, LP FROM 72% TO 50%.
THE FOLLOWING EXHIBITS AND SCHEDULES ARE NOT ATTACHED HERETO BUT WILL BE PROVIDED TO THE COMMISSION UPON REQUEST:

EXHIBIT A: EOLIN AGREEMENT (PREVIOUSLY SUBMITTED TO FCC. SEE FILE NO. BAL-20030825AJW)
EXHIBIT B: CONTRIBUTION AGREEMENT (PREVIOUSLY SUBMITTED TO FCC. SEE FILE NO. BAL-20031219AAD)
EXHIBIT C: CITADEL AGREEMENT (PREVIOUSLY SUBMITTED TO FCC. SEE FILE NO. BAL-20030825AIN)
EXHIBIT D: SEVEN-THIRTY BROADCASTERS AGREEMENT (PREVIOUSLY SUBMITTED TO FCC. SEE FILE NO. BAL-20030825ALL)
EXHIBIT E: LLC AGREEMENT
EXHIBIT F: LLOYD AGREEMENT
EXHIBIT G: OPINION OF CORPORATE COUNSEL
EXHIBIT H: OPINION OF FCC COUNSEL
EXHIBIT I: PRO FORMA BALANCE SHEET

SCHEDULE 2.1: DESIGNATION OF COMPANY ACCOUNT FOR WIRE TRANSFER
SCHEDULE 5.17: CAPITALIZATION
SCHEDULE 5.20: EMPLOYEE BENEFIT PLANS
SCHEDULE 5.21: INTELLECTUAL PROPERTY RIGHTS
SCHEDULE 5.22: POTENTIAL CONFLICTS OF INTEREST
SCHEDULE 5.23: MATERIAL CONTRACTS
SCHEDULE 5.24: INSURANCE

Attachment 7
Description
Agreement to Transfer Control of Station


Exhibit 8
Description:
OTHER AUTHORIZATIONS

THE COMMISSION HAS CONSENTED (SEE, FILE NO. BAL-20031219AAD) TO THE PROPOSED ASSIGNMENT OF AM BROADCAST STATION WCOJ, COATESVILLE, PA, FACILITY ID NUMBER 63593 FROM THE CURRENT LICENSEE, WCOJ RADIO COMPANY, INC. TO ROUTE 81 RADIO, LLC. WCOJ RADIO COMPANY, INC. IS OWNED 100 PERCENT BY LLOYD B. ROACH, THE PRESIDENT OF ROUTE 81 RADIO, LLC. THAT ASSIGNMENT HAS NOT YET BEEN CONSUMMATED, BUT SUCH IS EXPECTED SHORTLY.

Attachment 8


Exhibit 13
Description:
TRANSFEREE INFORMATION

BY AGREEMENT, CATHY M. BRIENZA, THE SPOUSE OF WILLIAM H. INGRAM, HAS THE RIGHT TO VOTE THE INTERESTS OF THE CHRISTOPHER J. INGRAM TRUST DATED 12/21/00.

Attachment 13


Exhibit 15
Description:
AGREEMENTS CONSTITUTING THE TRANSACTION

SEE EXHIBIT 6 APPENDED TO THE TRANSFEROR'S PORTION OF THIS APPLICATION.

Attachment 15


Exhibit 18
Description:
OTHER OWNERSHIP INTERESTS

OTHER OWNERSHIP INTERESTS OF TRANSFEREE AND TRANSFEROR.

Attachment 18
Description
Other Ownership Interests