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.

BALH - 20070619AIT
Section I - General Information
1. Legal Name of the Licensee/Permittee
CLEAR CHANNEL BROADCASTING LICENSES, INC.
Mailing Address
2625 S. MEMORIAL DRIVE
SUITE A

City
TULSA
State or Country (if foreign address)
OK
Zip Code
74129 -
Telephone Number (include area code)
9186644581
E-Mail Address (if available)
FCC Registration Number:
0001587971
Call Sign
WISM-FM
Facility ID Number
1130
2. Contact Representative (if other than licensee/permittee)
DORANN BUNKIN
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)
2027197231

E-Mail Address (if available)
DBUNKIN@WILEYREIN.COM
3. Legal Name of the Assignee
ALOHA STATION TRUST, LLC
Mailing Address
2810 THOUSAND OAKS DRIVE

City
SAN ANTONIO
State or Country (if foreign address)
TX
ZIP Code
78232 -
Telephone Number (include area code)
2104953392
E-Mail Address (if available)
4. Contact Representative (if other than assignee)
BARRY A. FRIEDMAN
Firm or Company Name
THOMPSON HINE LLP
Mailing Address
SUITE 800
1920 N STREET, N.W.
City
WASHINGTON
State or Country (if foreign address)
DC
Zip Code
20036 -
Telephone Number (include area code)
2023318800

E-Mail Address (if available)
BARRY.FRIEDMAN@THOMPSONHINE.COM
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
1130 WISM-FM
-
ALTOONA WI

Facility ID Number
Call Sign or  Construction Permit File Number
City
State
32969 WOLL
-
HOBE SOUND FL

Facility ID Number
Call Sign or  Construction Permit File Number
City
State
34351 WKEZ-FM
-
TAVERNIER FL

Facility ID Number
Call Sign or  Construction Permit File Number
City
State
34354 WKEY-FM
-
KEY WEST FL

Facility ID Number
Call Sign or  Construction Permit File Number
City
State
34528 KYRK
-
HOUMA LA

Facility ID Number
Call Sign or  Construction Permit File Number
City
State
51983 WJRR
-
COCOA BEACH FL

Facility ID Number
Call Sign or  Construction Permit File Number
City
State
60805 KBRQ
-
HILLSBORO TX

Facility ID Number
Call Sign or  Construction Permit File Number
City
State
65704 KTEG
-
BOSQUE FARMS NM


 
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
ANDREW W. LEVIN
Typed or Printed Title of Person Signing
CHIEF LEGAL OFFICER
Signature
Date
11/02/2007
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 - 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]

4a. Parties to the Application

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.
(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).
(1) Name and Address (2) Citizenship (3) Positional Interest (4) Percentage of Votes (5) Percentage of total assets(debt plus equity)
ALOHA STATION TRUST, LLC, 2119 CHITTIM PASS DRIVE, SAN ANTONIO, TX 78232
US
ASSIGNEE
0
0

(1) Name and Address (2) Citizenship (3) Positional Interest (4) Percentage of Votes (5) Percentage of total assets(debt plus equity)
JEANETTE TULLY, 2110 CHITTIM PASS DRIVE, SAN ANTONIO, TX 78232
US
SOLE MEMBER
100
100


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
JEANETTE TULLY
Typed or Printed Title of Person Signing
SOLE MEMBER
Signature
Date
11/02/2007

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:
DESCRIPTION OF AMENDMENT

SECTION II, ITEM 3, EXHIBIT 4 IS BEING AMENDED TO INCLUDE A SECOND REVISED VERSION OF EXHIBIT C, 'TRUST AGREEMENT', TO THE ENGAGEMENT AGREEMENT. THIS NEW EXHIBIT C SUPERSEDES THE PREVIOUSLY SUBMITTED VERSION OF EXHIBIT C.


Attachment 1


Exhibit 5
Description:
ENGAGEMENT AGREEMENT

AS REPORTED IN THE INITIAL FILING:

A COPY OF THE ENGAGEMENT AGREEMENT DATED JUNE 15, 2007 BETWEEN CLEAR CHANNEL COMMUNICATIONS, INC., THE ULTIMATE PARENT COMPANY OF THE ASSIGNOR, AND THE ALOHA STATION TRUST, LLC (THE 'AGREEMENT') IN CONNECTION WITH THE PROPOSED ASSIGNMENT IS ATTACHED HERETO. EXHIBIT C TO THE AGREEMENT CONTAINS THE FORM OF TRUST AGREEMENT TO BE EXECUTED BY THE TWO PARTIES AT CONSUMMATION OF THE INSTANT TRANSACTION. THE FOLLOWING EXHIBITS HAVE NOT BEEN ATTACHED HERETO:

EXHIBIT A - TRUST STATIONS

EXHIBIT B - COMPENSATION

THESE EXHIBITS CONTAIN PROPRIETARY INFORMATION, ARE NOT GERMANE TO THE COMMISSION'S CONSIDERATION OF THIS APPLICATION, AND/OR ARE DUPLICATIVE OF INFORMATION ALREADY INCLUDED IN THE APPLICATION. SEE LUJ, INC. AND LONG NINE, INC., 17 FCC RCD 16980 (2002). UPON REQUEST, THESE DOCUMENTS WILL BE PROVIDED TO THE COMMISSION SUBJECT TO THE RIGHT OF THE APPLICANTS, PURSUANT TO APPLICABLE FCC CONFIDENTIALITY RULES AND POLICIES, TO ASK THAT THEY NOT BE MADE AVAILABLE FOR PUBLIC INSPECTION.

IN A PREVIOUSLY FILED AMENDMENT, THE PARTIES ATTACHED A REVISED EXHIBIT C 'TRUST AGREEMENT' TO THE ENGAGEMENT AGREEMENT DATED JUNE 15, 2007, WHICH REPLACED THE PREVIOUSLY SUBMITTED VERSION.

BY THIS AMENDMENT, THE PARTIES ATTACH A SECOND REVISED VERSION OF EXHIBIT C 'TRUST AGREEMENT' TO THE ENGAGEMENT AGREEMENT DATED JUNE 15, 2007. THIS NEW VERSION REPLACES THE PREVIOUSLY FILED REVISED VERSION OF THE EXHIBIT.



Attachment 5
Description
Engagement Agreement
Revised Exhibit C: Trust Agreement
Second Revised Exhibit C: Trust Agreement


Exhibit 6
Description:
OTHER BROADCAST INTERESTS

PLEASE SEE ATTACHMENT

Attachment 6
Description
Other Broadcast Interests


Exhibit 7
Description:
CHARACTER STATEMENT

CHARACTER-RELATED ALLEGATIONS HAVE BEEN RAISED AGAINST LICENSEES UNDER COMMON OWNERSHIP WITH THE APPLICANT IN THE FOLLOWING THREE PENDING PROCEEDINGS.

(1) IN ITS CONSOLIDATED REPLY TO RESPONSES TO APRIL 23, 2004 FCC LETTER OF INQUIRY REGARDING THE ASSIGNMENT OF LICENSE OF WQYZ(FM), OCEAN SPRINGS, MISSISSIPPI, FROM GOLDEN GULF COAST BROADCASTING, INC. TO CAPSTAR TX LIMITED PARTNERSHIP, FCC FILE NO. BALH-20031125ALX, WJZD, INC. ALLEGED THAT THE PARTIES TO THE ASSIGNMENT LACKED CANDOR IN THEIR RESPONSE TO AN FCC INQUIRY. THE MEDIA BUREAU, ON MAY 26, 2005, DENIED WJZD, INC.'S PETITION TO DENY AND GRANTED THE UNDERLYING ASSIGNMENT APPLICATION. ON MARCH 12, 2007, THE BUREAU DENIED WJZD, INC.'S PETITION FOR RECONSIDERATION OF THAT ACTION. WJZD, INC. FILED AN APPLICATION FOR REVIEW OF THIS DECISION ON APRIL 11, 2007.

(2) MONTECITO FM, INC., IN ITS 'PETITION FOR RECONSIDERATION OF THE GRANT OF CITICASTERS LICENSES, L.P. MINOR CHANGE APPLICATION FOR KSBL, CARPINTERIA, CALIFORNIA' AND IN ITS REPLY REGARDING A CONSTRUCTION PERMIT APPLICATION FOR A MINOR CHANGE IN THE AUTHORIZATION FOR KSBL(FM), FCC FILE NO. BPH-20041116ADR, ALLEGES THAT CITICASTERS LICENSES, L.P. MISREPRESENTED THE NUMBER OF ATTRIBUTABLE STATIONS IN THE SUBJECT RADIO MARKET AND WAS MISLEADING REGARDING CITY GRADE AND LINE OF SIGHT COVERAGE.

(3) THE YOUTH MEDIA COUNCIL AND MEDIA ALLIANCE, IN THEIR 'PETITION TO DENY RENEWAL' OF KSJO-FM, SAN JOSE, CALIFORNIA, FCC FILE NO. BRH-20050728ADU, AND IN THEIR 'REPLY IN SUPPORT OF PETITION TO DENY RENEWAL,' ALLEGE THAT CITICASTERS LICENSES, L.P. COMMITTED MISREPRESENTATION IN ITS RESPONSE TO SECTION II, QUESTION 4 OF ITS INITIAL LICENSE RENEWAL APPLICATION REGARDING THE EXISTENCE OF FCC VIOLATIONS DURING THE PRECEDING LICENSE TERM. CLEAR CHANNEL FILED AN OPPOSITION ON NOVEMBER 28, 2005.


Attachment 7


Exhibit 11
Description:
FORM OF ENTITY

THE PROPOSED ASSIGNEE, THE ALOHA STATION TRUST, LLC ('TRUST'), A DELAWARE LIMITED LIABILITY COMPANY, IS THE TRUSTEE UNDER THE TERMS OF A TRUST AGREEMENT, BY AND BETWEEN CLEAR CHANNEL COMMUNICATIONS, INC. AND THE TRUST, A COPY OF WHICH APPENDED TO ASSIGNOR'S EXHIBIT 4. THE TRUST QUALIFIES AS AN INDEPENDENT TRUST BY VIRTUE OF THE FACT THAT NEITHER THE TRUST NOR ITS SOLE MEMBER, MS. JEANETTE TULLY, HAS A PERSONAL, FAMILIAL, OR OTHER BUSINESS RELATIONSHIP WITH THE ASSIGNOR OR ANY OF THE ASSIGNOR'S SUBSIDARIES OR AFFILIATES. THE ASSIGNOR, AS THE GRANTOR OF THE TRUST, WILL RELINQUISH: (1) THE POWER TO REPLACE THE TRUSTEE AT WILL, (2) UNRESTRICTED POWER TO REVOKE THE TRUST, AND (3) THE SOLE POWER TO SELL THE STATION ASSETS AND SEEK CONSENT TO THE ASSIGNMENT OF STATION LICENSES CONTAINED IN THE TRUST. IN ADDITION, UNDER THE TERMS OF THE TRUST AGREEMENT, THE GRANTOR IS PROHIBITED FROM COMMUNICATING WITH THE TRUSTEE REGARDING THE MANAGEMENT AND OPERATIONS OF THE TRUST'S BROADCAST STATIONS. ACCORDING, THE TRUST QUALIFIES FOR INSULATION FROM THE COMMISSION'S ATTRIBUTION RULES PURSUANT TO THE TERMS OF NOTE 2(D) TO SECTION 73.3555 OF THE COMMISSION'S RULES.

Attachment 11


Exhibit 13
Description:
AGREEMENT BETWEEN THE PARTIES

SEE EXHIBIT 4 APPENDED TO SECTION II, ITEM 3 RELATED TO THE ENGAGEMENT AGREEMENT AND FORM OF TRUST AGREEMENT BETWEEN THE PARTIES TO THE INSTANT TRANSACTION. ADDITIONALLY, THE INSTANT APPLICATION INVOLVES MULTI-STATION ASSIGNMENT OF LICENSE REQUESTS. CERTAIN OF THE STATIONS HAVE HAD THEIR LICENSES RENEWED, WHILE OTHERS HAVE OUTSTANDING LICENSE RENEWAL APPLICATIONS. IT IS OUR UNDERSTANDING THAT IT IS COMMISSION POLICY TO CONDITION ITS CONSENT TO THE ASSIGNMENTS ON THE RENEWAL OF ALL OF THE STATIONS' LICENSES.

IT IS HEREBY REQUESTED THAT, BASED ON THE SPECIAL AND UNIQUE CIRCUMSTANCES PRESENT IN THIS INSTANCE, THAT THE COMMISSION WAIVE ITS CUSTOMARY POLICY AND ALLOW THE REQUESTED ASSIGNMENT TO BE CONSUMMATED DURING THE PERIOD THAT RENEWAL APPLICATIONS ARE PENDING. THIS REQUEST IS PREMISED ON THE FACT THAT THE STATIONS WITH OUTSTANDING RENEWALS ARE BUT A PART OF A MULTI-STATION ASSIGNMENT PROCESS.

PERMITTING THE PENDING ASSIGNMENTS TO BE CONSUMMATED WITH OUTSTANDING RENEWALS WILL ALLOW THESE PARTIES TO CARRY OUT A COMPLEX COMMERCIAL TRANSACTION. THIS IS CONSISTENT WITH THE COMMISSIONS LONGSTANDING POLICY OF PERMITTING THE FREE ALIENABILITY OF BROADCAST LICENSES. FURTHER, THERE ARE NO PENDING MATTERS INVOLVING THE ASSIGNOR IN THESE INSTANCES THAT SHOULD RAISE ANY MATERIAL ISSUES.

THE PARTIES ALSO SUBMIT THAT THE GRANTING OF THE INSTANT REQUEST IS CONSISTENT WITH COMMISSION PRECEDENT. THE COMMISSION HAS PREVIOUSLY DEALT WITH THE ISSUE OF HOW TO HANDLE A TRANSFER APPLICATION THAT OVERLAPS WITH THE RENEWAL PERIOD OF ONE STATION INVOLVED IN A MULTI-STATION TRANSFER REQUEST. STOCKHOLDERS OF CBS INC., 11 FCC RCD 3733, 3750 (1995). IN THAT CASE, INVOLVING A CONTESTED RENEWAL APPLICATION IN A PERIOD PRIOR TO THE ELIMINATION OF THE COMPARATIVE RENEWAL PROCESS IN THE TELECOMMUNICATIONS ACT OF 1996, THE COMMISSION STATED THAT IT WOULD ALLOW TRANSFERS TO GO FORWARD IN THE RENEWAL PERIOD SO LONG AS THERE ARE NO BASIC QUALIFICATIONS ISSUES AND BOTH THE TRANSFEROR AND TRANSFEREE AGREE TO THE REQUESTED RELIEF. SUCH A POLICY SHOULD LIKEWISE BE APPLIED IN THIS INSTANCE, WHERE NONE OF THE COMPETING CONSIDERATIONS, SUCH AS A RENEWAL CONTEST, ARE PENDING.

WE HEREBY ADVISE THE COMMISSION THAT THE PROPOSED ASSIGNEE HAS REVIEWED THIS REQUEST AND CONFIRMS THAT IT IS PREPARED TO BECOME THE LICENSEE OF UNRENEWED STATIONS DURING THE PENDENCY OF THE RENEWAL APPLICATIONS FOR THE STATIONS.


Attachment 13


Attachment 16
Description
OTHER MEDIA INTERESTS


Exhibit 18
Description:
MULTIPLE OWNERSHIP

PLEASE SEE ATTACHMENT. TABLE 1 THERETO IS AMENDED TO REMOVE THE ENTRY RELATED TO WEBZ.



Attachment 18
Description
Multiple Ownership