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.

BTCH - 20061205ACO
Section I - General Information
1. Legal Name of the Licensee/Permittee
BRISTOL BROADCASTING COMPANY, INC.
Mailing Address
901 EAST VALLEY DRIVE
P. O. BOX 1389

City
BRISTOL
State or Country (if foreign address)
VA
Zip Code
24201 -
Telephone Number (include area code)
2766698112
E-Mail Address (if available)
ROGER@WXBQ.COM
FCC Registration Number:
0002071504
Call Sign
WXBQ-FM
Facility ID Number
6876
2. Contact Representative (if other than licensee/permittee)
CLIFFORD M. HARRINGTON, ESQ.
Firm or Company Name
PILLSBURY WINTHROP SHAW PITTMAN LLP
Mailing Address
2300 N STREET, NW

City
WASHINGTON
State or Country (if foreign address)
DC
ZIP Code
20037 - 1128
Telephone Number (include area code)
2026638000

E-Mail Address (if available)
CLIFFORD.HARRINGTON@PILLSBURYLAW.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 AMENDMENT ONLY
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
W. L. NININGER TRUST-W. L. NININGER, TRUSTEE
Mailing Address
901 E. VALLEY DRIVE

City
BRISTOL
State or Country (if foreign address)
VA
Zip Code
24201 -
Telephone Number (include area code)
2766698112
E-Mail Address (if available)

LISA@WXBQ.COM
3.
Contact Representative (if other than transferor)

Firm or Company Name

Mailing Address


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

E-Mail Address (if available)

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)
W. L. NININGER TRUST - W. L. NININGER, TRUSTEE US 89 89

(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)
LISA NININGER HALE US 11 11 11 11

(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)
W. L. NININGER TRUST - LISA NININGER HALE, TRUSTEE US 89 89


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
LISA NININGER HALE
Typed or Printed Title of Person Signing
SUCCESSOR TRUSTEE
Signature
Date
04/24/2007
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
6876
WXBQ-FM
-
BRISTOL VA

Facility ID Number
Call Sign
or Construction Permit File Number
City
State
6872
WFHG
-
BRISTOL VA

Facility ID Number
Call Sign
or Construction Permit File Number
City
State
6874
WKYX
-
PADUCAH KY

Facility ID Number
Call Sign
or Construction Permit File Number
City
State
54720
WPAD
-
PADUCAH KY

Facility ID Number
Call Sign
or Construction Permit File Number
City
State
6873
WVTS
-
CHARLESTON WV

Facility ID Number
Call Sign
or Construction Permit File Number
City
State
2682
WBES
-
CHARLESTON WV

Facility ID Number
Call Sign
or Construction Permit File Number
City
State
40637
WDXR
-
PADUCAH KY

Facility ID Number
Call Sign
or Construction Permit File Number
City
State
71614
WNGO
-
MAYFIELD KY

Facility ID Number
Call Sign
or Construction Permit File Number
City
State
70636
WNPC
-
NEWPORT TN

Facility ID Number
Call Sign
or Construction Permit File Number
City
State
40647
WKYX-FM
-
GOLCONDA IL

Facility ID Number
Call Sign
or Construction Permit File Number
City
State
36982
WFHG-FM
-
ABINGDON VA

Facility ID Number
Call Sign
or Construction Permit File Number
City
State
56556
WLLE
-
CLINTON KY

Facility ID Number
Call Sign
or Construction Permit File Number
City
State
73346
WNPC-FM
-
NEWPORT TN

Facility ID Number
Call Sign
or Construction Permit File Number
City
State
18036
WTZR
-
ELIZABETHTON TN

Facility ID Number
Call Sign
or Construction Permit File Number
City
State
2687
WZJO
-
DUNBAR WV

Facility ID Number
Call Sign
or Construction Permit File Number
City
State
71613
WQQR
-
MAYFIELD KY

Facility ID Number
Call Sign
or Construction Permit File Number
City
State
54719
WDDJ
-
PADUCAH KY

Facility ID Number
Call Sign
or Construction Permit File Number
City
State
6877
WKYQ
-
PADUCAH KY

Facility ID Number
Call Sign
or Construction Permit File Number
City
State
6875
WQBE-FM
-
CHARLESTON WV

Facility ID Number
Call Sign
or Construction Permit File Number
City
State
2684
WVSR-FM
-
CHARLESTON WV

Facility ID Number
Call Sign
or Construction Permit File Number
City
State
54601
WAEZ
-
GREENEVILLE TN


 
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
LISA NININGER HALE
Typed or Printed Title of Person Signing
SECRETARY
Signature
Date
04/24/2007
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)
W. L. NININGER TRUST - LISA NININGER HALE, TRUSTEE
Mailing Address
901 E. VALLEY DRIVE

City
BRISTOL
State or Country (if foreign address)
VA
Zip Code
24201 -
Telephone Number (include area code)
2766698112
E-Mail Address (if available)

LISA@WXBQ.COM
3.
Contact Representative (if other than transferee)

Firm or Company Name

Mailing Address


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

E-Mail Address (if available)

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).
LISA NININGER HALE
US
TRUSTEE
89
89


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
LISA NININGER HALE
Typed or Printed Title of Person Signing
TRUSTEE
Signature
Date
04/24/2007

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 PURPOSE OF THE INSTANT AMENDMENT IS TO SUBMIT AT SECTION IV, QUESTION 5, EXHIBIT 13 A LETTER FROM AN ATTORNEY ADMITTED TO PRACTICE IN THE COMMONWEALTH OF VIRGINIA REGARDING THE DISPOSITION OF THE ASSETS OF THE W. L. NININGER TRUST.

Attachment 1


Exhibit 7
Description:
STATEMENT REGARDING DOCUMENTS PROVIDING FOR TRANSFER OF CONTROL

ON OCTOBER 11, 2006, W. L. NININGER, THE INITIAL TRUSTEE OF THE W. L. NININGER TRUST WHICH HOLDS EIGHTY-NINE (89%) PERCENT OF THE OUTSTANDING SHARES OF STOCK IN BRISTOL BROADCASTING COMPANY, INC., PASSED AWAY. THE TRUST DOCUMENTS PROVIDES THAT LISA NININGER HALE, THE DAUGHTER OF W. L. NININGER, WILL BE THE SUCCESSOR TRUSTEE. AS TRUSTEE OF THE W. L. NININGER TRUST, LISA NININGER HALE WILL BE VOTING THE SHARES OF STOCK HELD BY THE TRUST (WHICH SHARES REPRESENT A MAJORITY OF ALL THE OUTSTANDING SHARES OF STOCK OF THE CORPORATION) AT ALL SHAREHOLDERS MEETINGS OF BRISTOL BROADCASTING COMPANY, INC. EXCEPT FOR THE TRUST DOCUMENTS THEMSELVES THAT PROVIDE FOR A SUCCESSOR TRUSTEE, THERE ARE NO WRITTEN AGREEMENTS, CONTRACTS, OR DOCUMENTS RELATED TO THE TRANSFER OF CONTROL OF BRISTOL BROADCASTING COMPANY, INC. THE TRUST DOCUMENTS ARE VOLUMINOUS AND CONTAIN MUCH CONFIDENTIAL FINANCIAL AND ESTATE INFORMATION NOT RELATED TO BRISTOL BROADCASTING COMPANY, INC., NOR TO THE RADIO STATIONS OWNED BY THE CORPORATION, THEREFORE THE WHOLE OF THE TRUST DOCUMENTS IS NOT INCLUDED WITH THE INSTANT APPLICATION AND IS NOT FILED IN THE STATIONS PUBLIC FILES. HOWEVER, THE SECTION OF THE TRUST DOCUMENTS THAT PROVIDES FOR THE SUCCESSOR TRUSTEE IS INCLUDED HEREWITH.

Attachment 7
Description
Trust Document - Trustee Provisions


Exhibit 8
Description:
OTHER AUTHORIZATIONS

THE STATIONS LICENSED TO BRISTOL BROADCASTING COMPANY, INC., AND LISTED IN RESPONSE TO 'SECTION III-QUESTION 2-AUTHORIZATIONS TO BE ASSIGNED' ARE THE ONLY STATIONS IN WHICH ANY PARTY TO THIS APPLICATION HAS ANY ATTRIBUTABLE INTEREST. NEITHER THE W. L. NININGER TRUST NOR LISA NININGER HALE HAS AN ATTRIBUTABLE INTEREST IN ANY OTHER BROADCAST STATION LICENSE OR PERMIT. NO PARTY TO THIS APPLICATION IS THE HOLDER OF A RADIO JOINT SALES AGREEMENT OR A RADIO OR TELEVISION TIME BROKERAGE AGREEMENT. NO PARTY TO THIS APPLICATION HAS AN ATTRIBUTABLE INTEREST IN A TELEVISION STATION LICENSE OR PERMIT OR ANY OWNERSHIP INTEREST IN ANY NEWSPAPER.

Attachment 8


Exhibit 11
Description:
EXPLANATION OF QUESTION # 8 AUCTION AUTHORIZATION - NOT APPLICABLE

NONE OF THE AUTHORIZATIONS THAT ARE SUBJECT TO THIS APPLICATION WERE OBTAINED THROUGH THE COMMISSIONS COMPETITIVE BIDDING PROCEDURES NOR THROUGH THE COMMISSIONS POINT SYSTEM FOR RESERVED CHANNEL NONCOMMERCIAL EDUCATIONAL STATIONS.

Attachment 11


Exhibit 14
Description:
NATURE OF APPLICANT - TRANSFEREE

SINCE LISA NININGER HALE WILL BE VOTING ALL THE SHARES OF STOCK HELD BY THE W. L. NININGER TRUST, ALL THE QUESTIONS IN 'SECTION IV - TRANSFEREE(S)' OF THIS APPLICATION WERE ANSWERED WITH REGARD TO MRS. HALE AS AN INDIVIDUAL.



Attachment 14


Exhibit 15
Description:
STATEMENT REGARDING DOCUMENTS PROVIDING FOR TRANSFER OF CONTROL

SEE EXHIBIT 6 HERETO.

ATTACHED HERETO AT THIS EXHIBIT 13 IS A COPY OF A LETTER FROM ERIN S. DOWNS, ESQ., AN ATTORNEY ADMITTED TO PRACTICE IN THE COMMONWEALTH OF VIRGINIA, CONFIRMING THAT THE SHARES OF BRISTOL BROADCASTING COMPANY, INC. ('BRISTOL') PREVIOUSLY HELD BY W. L. NININGER WERE TRANSFERRED BY MR. NININGER DURING HIS LIFETIME TO THE W. L. NININGER TRUST, THAT THE TRUST CONTAINS THE DISPOSITIVE PROVISIONS OF THE ESTATE PLAN OF MR. NININGER, AND THAT ALL ASSETS OF THE TRUST, INCLUDING THE STOCK THE TRUST HOLDS IN BRISTOL, PASS OUTSIDE OF AND ARE NOT SUBJECT TO THE PROBATE PROCESS.

Attachment 15
Description
Attorney Letter


Exhibit 18
Description:
EXPLANATION OF QUESTION # 7 - OTHER AUTHORIZATIONS - NOT APPLICABLE

THE STATIONS LICENSED TO BRISTOL BROADCASTING COMPANY, INC., AND LISTED IN RESPONSE TO 'SECTION III-QUESTION 2-AUTHORIZATIONS TO BE ASSIGNED' ARE THE ONLY STATIONS IN WHICH ANY PARTY TO THIS APPLICATION HAS ANY ATTRIBUTABLE INTEREST. NEITHER THE W. L. NININGER TRUST NOR LISA NININGER HALE HAS AN ATTRIBUTABLE INTEREST IN ANY OTHER BROADCAST STATION LICENSE OR PERMIT. NO PARTY TO THIS APPLICATION IS THE HOLDER OF A RADIO JOINT SALES AGREEMENT OR A RADIO OR TELEVISION TIME BROKERAGE AGREEMENT. NO PARTY TO THIS APPLICATION HAS AN ATTRIBUTABLE INTEREST IN A TELEVISION STATION LICENSEE OR PERMIT OR ANY OWNERSHIP INTEREST IN ANY NEWSPAPER.

Attachment 18


Exhibit 20
Description:
DUOPOLY INFORMATION - ALL MARKETS

THE TRANSFER PROPOSED HEREBY COMPLIES WITH THE COMMISSIONS MULTIPLE OWNERSHIP RULES AND CROSS-OWNERSHIP RULES. ALL OF THE STATION LISTED IN RESPONSE TO 'QUESTION 2 SECTION III' OF THIS APPLICATION ARE COMMONLY OWNED AND ARE CURRENTLY LICENSED TO BRISTOL BROADCASTING COMPANY, INC. NO CONFLICTS WITH 47 C.F.R. 73.3555(A) CURRENTLY EXIST AND NONE WILL BE CREATED BY THE CONSUMMATION OF THE TRANSFER OF CONTROL PROPOSED BY THIS APPLICATION. HOWEVER, A DETAILED ANALYSIS OF COMPLIANCE WITH THE COMMISSIONS RULES RELATING TO MULTIPLE OWNERSHIP FOR EACH OF THE MARKETS IN WHICH BRISTOL BROADCASTING COMPANY OWNS STATIONS IS FURNISHED BELOW.
   
JOHNSON CITY/KINGSPORT/BRISTOL (TRI-CITIES TN/VA) MARKET

IN THE JOHNSON CITY/KINGSPORT/BRISTOL (TRI-CITIES TN/VA) ARBITRON RADIO MARKET, BRISTOL BROADCASTING COMPANY, INC., OWNS A TOTAL OF FIVE RADIO STATIONS FOUR FM AND ONE AM NAMELY WFHG(AM), WFHG-FM, WXBQ-FM, WAEZ-FM, AND WTZR(FM). BIA REPORTS THAT THIS MARKET HAS 41 HOME COMMERCIAL AND NONCOMMERCIAL EDUCATIONAL FULL-POWER STATIONS (SEE BIA REPORT ATTACHED HERETO). ACCORDINGLY, THE COMMISSIONS RULE PERMITS A PARTY TO HAVE A COGNIZABLE INTEREST IN UP TO 7 COMMERCIAL FULL-POWER RADIO STATIONS, NOT THAN 4 OF WHICH ARE IN THE SAME SERVICE. THUS, BRISTOL BROADCASTING COMPANYS OWNERSHIP IN THIS MARKET IS IN FULL COMPLIANCE WITH THE COMMISSIONS RULES.

EASTERN TENNESSEE AREA (NEWPORT) NON-METRO MARKET

BRISTOL BROADCASTING COMPANY, INC., OWNS TWO STATIONS, WNPC(AM) AND WNPC-FM, AT NEWPORT, TENNESSEE. BECAUSE NEWPORT, TENNESSEE, THE CITY OF LICENSE FOR THESE TWO STATIONS, IS NOT LOCATED WITHIN THE GEOGRAPHIC BOUNDARIES OF ANY ARBITRON METRO AND NEITHER WNPC(AM) NOR WNPC-FM ARE LISTED AS HOME STATIONS IN ANY ARBITRON MARKET, COMPLIANCE WITH THE COMMISSION'S MULTIPLE OWNERSHIP RULES VIS-A-VIS THESE TWO STATIONS WAS DETERMINED BY THE CONTOUR-OVERLAP METHODOLOGY. FIGURE A, ATTACHED HERETO, ILLUSTRATES THAT THE CONTOURS OF WNPC(AM) AND WNPC-FM OVERLAP WITH ONLY ONE OTHER COMMONLY OWNED STATION (WAEZ-FM). FIGURE A ALSO SHADES THE JOHNSON CITY/KINGSPORT/BRISTOL ARBITRON MARKET. AS CAN BE SEEN, THE DUOPOLY OVERLAP OF STATIONS WNPC(AM), WNPC-FM, AND WAEZ-FM CONSISTS OF ONLY THREE STATIONS (TWO FM AND ONE AM) AND OCCURS OUTSIDE THE ARBITRON MARKET. A DUOPOLY INVOLVING THREE COMMON STATIONS, NOT MORE THAT TWO OF WHICH ARE IN THE SAME SERVICE, IS PERMISSIBLE UNDER THE COMMISSIONS RULES PROVIDED THERE ARE AT LEAST THREE NON-COMMON STATIONS IN THE MARKET. THUS, FOR COMPLIANCE THIS MARKET MUST CONSIST OF AT LEAST SIX STATIONS. FIGURE B, ATTACHED HERETO, IS A MAP ILLUSTRATING THE OTHER EXISTING FM STATIONS SERVING THIS DUOPOLY RADIO MARKET. IT WAS DETERMINED THAT THE LICENSED ANTENNA SITES OF AT LEAST 12 FM STATIONS (ALL NON-COMMON) ARE LOCATED WITHIN THE DUOPOLY FOOTPRINT (SHADED GRAY ON FIGURE B). AT LEAST 5 OTHER FM STATIONS HAVE A 70 DBU CONTOUR THAT OVERLAPS THE DUOPOLY AREA. THEREFORE, EVEN WITHOUT CONSIDERING THE AM STATIONS WITHIN THE DUOPOLY AREA, IT IS CLEAR THAT BRISTOL BROADCASTING COMPANYS OWNERSHIP IN THIS MARKET IS IN FULL COMPLIANCE WITH THE COMMISSION'S RULES.

CHARLESTON, WEST VIRGINIA, MARKET

BRISTOL BROADCASTING COMPANY, INC., OWNS TWO AM AND THREE FM STATIONS IN THE CHARLESTON, WEST VIRGINIA, ARBITRON RADIO MARKET. THESE STATIONS ARE WVTS(AM), WBES(AM), WZJO(FM), WQBE-FM, AND WVSR-FM. IN ORDER TO JUSTIFY THE COMMON OWNERSHIP OF FIVE RADIO STATIONS, WITH THREE IN THE SAME SERVICE, THIS MARKET MUST CONSIST OF AT LEAST TEN FULL-POWER RADIO STATIONS. ARBITRON LISTS 13 COMMERCIAL STATIONS AS HOME STATIONS IN THE CHARLESTON MARKET. ADDITIONALLY, THERE ARE SEVERAL NONCOMMERCIAL EDUCATIONAL FULL-POWER RADIO STATIONS IN THE MARKET. EVEN IN THE SMALLEST MARKETS THE COMMISSION PERMITS A PARTY TO OWN UP TO FIVE COMMERCIAL FULL-POWER RADIO STATIONS PROVIDED NOT MORE THAN THREE ARE IN THE SAME SERVICE AND THE PARTY DOES NOT HAVE A COGNIZABLE INTEREST IN MORE THAN 50 PERCENT OF THE TOTAL NUMBER OF FULL-POWER COMMERCIAL AND NONCOMMERCIAL EDUCATIONAL STATION IN SUCH MARKET. THUS, BRISTOL BROADCASTING COMPANYS OWNERSHIP IN THIS MARKET IS IN FULL COMPLIANCE WITH THE COMMISSION'S RULES.

WESTERN KENTUCKY/ILLINOIS (PADUCAH AREA) NON-METRO MARKETS

BRISTOL BROADCASTING COMPANY, INC., OWNS NINE RADIO STATIONS (FIVE FM AND FOUR AM) IN THE SAME GEOGRAPHIC REGION IN WESTERN KENTUCKY AND SOUTHERN ILLINOIS. NONE OF THE CITIES OF LICENSE FOR THESE STATIONS IS IN AN ARBITRON METRO AREA, THEREFORE COMPLIANCE WITH THE COMMISSIONS OWNERSHIP RULES MUST BE DETERMINED BY THE CONTOUR-OVERLAP METHODOLOGY. A DUOPOLY REPORT WAS PREPARED FOR BRISTOL BROADCASTING COMPANY BY LYNN A. DEPPEN, A TECHNICAL CONSULTANT, ON OCTOBER 20, 2003, THE CHART OF WHICH IS ATTACHED HERETO AS FIGURE C. FIGURE C SHOWS THE STATIONS OWNED BY BRISTOL BROADCASTING COMPANY IN THE WESTERN KENTUCKY AND SOUTHERN ILLINOIS AREA WITH THEIR RESPECTIVE PREDICTED 70 DBU FM CONTOURS AND 5 MV/M AM CONTOURS. THE ANALYSIS OF ALL POSSIBLE DUOPOLY MARKETS CREATED BY THE CONTOUR-OVERLAP METHODOLOGY ARE SHOWN ON FIGURE C. MARKETS 1, 2, AND ALL REMAINING MARKETS WITH THE EXCEPTION OF MARKET 3 ARE COMMON TO STATION WKYQ(FM). SINCE WKYQ OVERLAPS 26 OTHER STATIONS NOT COMMONLY OWNED, BRISTOL BROADCASTING COMPANY CAN OWN UP TO SIX STATIONS WITH FOUR IN ONE SERVICE. THE FM STATIONS THAT OVERLAP CONTOURS WITH WKYQ(FM) ARE KEZS, KGMO, WCBL-FM, WGKY, WRIK-FM, WMJL-FM, WZZL, WOOZ-FM, WREZ, WVVR, AND WCCK. THE AM STATION CONTOURS THAT OVERLAP WKYQ(FM) ARE WBCE, KCHR, KZIM, WKRO, WYMC, WCBL, WNBS,WRKY, WMOK, WMJL, WWLK, WNTX, WKDZ, AND WGGH.

MARKET 1, AS DEFINED, INCLUDES THE FOLLOWING COMMONLY OWNED BRISTOL BROADCASTING COMPANY STATIONS: WKYQ(FM), WDDJ(FM), WKYX-FM (SHOWN ON FIGURE C AS WLIE-FM), WKYX(AM), WDXR(AM) AND WPAD(AM). THIS COMBINATION OF SIX COMMONLY OWNED STATIONS, THREE FM AND THREE AM, IS IN FULL COMPLIANCE WITH THE COMMISSIONS RULES.

MARKET 2, AS DEFINED, INCLUDES THE FOLLOWING COMMONLY OWNED BRISTOL BROADCASTING COMPANY STATIONS: WKYQ(FM), WDDJ(FM), WLLE-FM (SHOWN ON FIGURE C AS WKBG), WQQR-FM (SHOWN ON FIGURE C AS WLLE), WNGO(AM) (SHOWN ON FIGURE C AS WKJM) AND WPAD(AM). THIS COMBINATION OF SIX COMMONLY OWNED STATIONS, FOUR FM AND TWO AM, IS IN FULL COMPLIANCE WITH THE COMMISSIONS RULES.

MARKET 3 CONSISTS OF TWO COMMONLY OWNED BRISTOL BROADCASTING COMPANY STATIONS, BOTH IN THE FM SERVICE. WLLE(FM) (SHOWN ON FIGURE C AS WKBG) AND WQQR(FM) (SHOWN ON FIGURE C AS WLLE) HAVE CONTOUR OVERLAP WITH 18 OTHER NOT COMMONLY OWNED STATIONS, THEREFORE BRISTOL BROADCASTING COMPANY COULD OWN UP TO SIX STATIONS WITH FOUR IN ONE SERVICE IN THIS MARKET. THE FM STATIONS THAT OVERLAP WITH WLLE(FM) AND WQQR(FM) ARE WCBL-FM, WGKY, WFGE, WRIK-FM, WZZL, WREZ, WQAK, WWKF, AND WYVY. THE AM STATION CONTOURS THAT OVERLAP WITH WQQR(FM) AND WLLE(FM) ARE WKZT, WBCE, WYMC, WCBL, WNBS, WRKY, WMOK, WWLK, AND WNTX. THEREFORE THIS COMBINATION OF TWO COMMONLY OWNED STATIONS, BOTH IN THE FM SERVICE, IS IN FULL COMPLIANCE WITH THE COMMISSIONS RULES.

IT IS NOTED THAT SUBSEQUENT TO THE COMPLETION OF THE LYNN A. DEPPEN DUOPOLY STUDY IN OCTOBER 2003, BRISTOL BROADCASTING COMPANY WAS GRANTED CONSTRUCTION PERMITS TO MAKE CHANGES IN THE FACILITIES OF WLLE(FM) AND WQQR(FM). A REVISED DUOPOLY STUDY WAS COMPLETED IN JANUARY 2006 BY MULLANEY ENGINEERING TO DETERMINE CONTINUED COMPLIANCE WITH THE COMMISSION RULES VIS-A-VIS THESE CHANGES IN FACILITIES. FIGURE D, ATTACHED HERETO, IS A MAP ILLUSTRATING THE CITY GRADE CONTOURS OF EACH OF THE NINE COMMONLY OWNED BRISTOL BROADCASTING COMPANY STATIONS WITH THE CONSTRUCTION PERMIT CONTOURS SHOWN AS DASHED CIRCLES. AS CAN BE SEEN, THE DUOPOLY OVERLAP CREATED BY THE TWO FM CONSTRUCTION PERMITS CREATES A COMMONLY OWNED COMBINATION OF FOUR FM AND THREE AM STATIONS. THIS ADDITIONAL OVERLAP REQUIRES THAT THE TOTAL DUOPOLY NOW CONSIST OF 30 OR MORE STATIONS. FIGURE E, ATTACHED HERETO, IS A MAP WHICH OUTLINES THE DUOPOLY FOOTPRINT CREATED BY WKYQ(FM) AND THE CONSTRUCTION PERMIT OF WQQR(FM). THE MAP ALSO SHOWS THAT WITHIN THIS OVERLAP FOOTPRINT (GRAY SHADED AREA) THERE ARE ANTENNA/TOWER SITES OF 13 FM AND 5 AM STATIONS THAT ARE OWNED BY ENTITIES OTHER THAN BRISTOL BROADCASTING COMPANY. SINCE THE ANTENNA/TOWER SITES ARE LOCATED WITHIN THE OVERLAP FOOTPRINT IT IS NOT NECESSARY TO SHOW THEIR INDIVIDUAL CONTOURS. IN ADDITION, FIGURE E SHOWS THAT THE 70 DBU CONTOURS FOR 10 EXISTING NON-COMMONLY OWNED FM STATIONS OVERLAP THE DUOPOLY FOOTPRINT. AS REQUIRED BY THE COMMISSIONS RULES, ALL OF THE NON-COMMONLY OWNED STATIONS ARE LOCATED WITHIN 92 KILOMETERS OF THE PERIMETER OF THE SEVEN COMMONLY OWNED STATION OVERLAP AREA. IN SUMMARY, THERE ARE AT LEAST 28 NON-COMMONLY OWNED AM AND FM STATIONS SERVING THIS RADIO DUOPOLY MARKET. INCLUDING THE SEVEN COMMONLY OWNED BRISTOL BROADCASTING COMPANY STATIONS WITH THE 28 NON-COMMONLY OWNED STATIONS PRODUCES MARKET CONSISTING OF AT LEAST 35 STATIONS. THUS, THE COMBINATION OF SEVEN COMMONLY OWNED STATIONS, FOUR FM AND THREE AM, WOULD BE IN FULL COMPLIANCE WITH THE COMMISSION'S RULES.


    


Attachment 20
Description
Duopoly Information - BIA Report and Figures A through E


Exhibit 28
Description:
EXPLANATION OF QUESTION # 14 AUCTION AUTHORIZATION - NOT APPLICABLE

NONE OF THE AUTHORIZATIONS THAT ARE SUBJECT TO THIS APPLICATION WERE OBTAINED THROUGH THE COMMISSIONS COMPETITIVE BIDDING PROCEDURES NOR THROUGH THE COMMISSIONS POINT SYSTEM FOR RESERVED CHANNEL NONCOMMERCIAL EDUCATIONAL STATIONS.

Attachment 28