Federal Communications Commission
Washington, D.C. 20554
Approved by OMB
3060-0009 (June 2010)
FCC 316
FOR FCC USE ONLY
 
APPLICATION FOR CONSENT TO ASSIGN BROADCAST STATION CONSTRUCTION PERMIT OR LICENSE OR TO TRANSFER CONTROL OF ENTITY HOLDING BROADCAST STATION CONSTRUCTION PERMIT OR LICENSE

Read INSTRUCTIONS Before Filling Out Form

FOR COMMISSION USE ONLY
FILE NO.

BALH - 20110627AAW
Section I - General Information
1. Legal Name of the Licensee/Permittee
EMMIS RADIO LICENSE, LLC
Mailing Address
ONE EMMIS PLAZA
40 MONUMENT CIRCLE, SUITE 700

City
INDIANAPOLIS
State or Country (if foreign address)
IN
Zip Code
46204 -
Telephone Number (include area code)
3176846543
E-Mail Address (if available)
KNORTHERN@EMMIS.COM
FCC Registration Number:
0011294410
Call Sign
WKQX
Facility ID Number
19525
2. Contact Representative (if other than licensee/permittee)
JOHN E. FIORINI, III
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)
2027197145

E-Mail Address (if available)
JFIORINI@WILEYREIN.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
N/A (Fee Required)
4.
a.  Voluntary Assignment or Transfer of Control  Involuntary Assignment or Transfer of Control
Amendment to pending application
File number of pending application: -

If an amendment, submit as an Exhibit a listing, by Section and Question Number, of the portions of the pending application that are being revised.

[Exhibit 1]

b.

Applicant certifies that the use of FCC Form 316 is appropriate for this transaction.

 

Yes No
See Explanation in
[Exhibit 2]
5.

Were any of the authorizations that are the subject of this application obtained through the Commission's competitive bidding procedures (see 47 C.F.R. Sections 1.2111(a) and 73.5000)?

If yes, list pertinent authorizations in an Exhibit.

Yes No

[Exhibit 3]



NOTE: In addition to the information called for in this section, an explanatory exhibit providing full particulars must be submitted for each question for which a "No" response is provided.

Section II - Assignor/Transferor

1. Certification.   Assignor/Transferor certifies that it has answered each question in this application based on its review of the application instructions and worksheets. Assignor/Transferor further certifies that where it has made an affirmative certification below, this certification constitutes its representation that the application satisfies each of the pertinent standards and criteria set forth in the application instructions and worksheets. Yes No
2.
Application for (check one): Consent to Assign Construction Permit Consent to Transfer Control of Permittee
Consent to Assign License Consent to Transfer Control of Licensee
Amendment to pending application
3.
Legal Name of the Assignor/Transferor
EMMIS RADIO LICENSE, LLC
Mailing Address
ONE EMMIS PLAZA
40 MONUMENT CIRCLE, SUITE 700

City
INDIANAPOLIS
State or Country (if foreign address)
IN
Zip Code
46204 -
Telephone Number (include area code)
3176846543
E-Mail Address (if available)

KNORTHERN@EMMIS.COM
4.
Contact Representative (if other than Assignor/Transferor)
JOHN E. FIORINI, III
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)
2027197145

E-Mail Address (if available)
JFIORINI@WILEYREIN.COM
 
If more than one Transferor, submit the information requested in Questions 3 and 4 for each transferor.
[Exhibit 4]
5. Authorizations to be Assigned/Transferred. List the authorized stations and construction permits to be assigned/transferred. Provide the Facility Identification Number and the Call Sign, or the Facility Identification Number and the File Number of the Construction Permit, and the location, for each station to be assigned/transferred. Include main stations, FM and/or TV translator stations, LPTV stations, FM and/or TV booster stations.

[Enter Station Information]


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

Facility ID Number
Call Sign or Construction Permit File Number
City
State
19525 WKQX - CHICAGO IL

Facility ID Number
Call Sign or Construction Permit File Number
City
State
73233 WLUP-FM - CHICAGO IL

Facility ID Number
Call Sign or Construction Permit File Number
City
State
67846 WRXP - NEW YORK NY


6.
Agreements for Sale/Transfer of Station.
a. If the transaction is voluntary, Assignor/Transferor certifies that:
  i. it has placed in licensee's/permittee's public inspection file(s) and submitted as an exhibit to this item copies of all agreements for the assignment/transfer of the station(s);
  ii. these documents embody the complete and final understanding between assignor/transferor and assignee/transferee; and
  iii. these agreements comply fully with the Commission's rules and policies.
b. If the transaction is involuntary, the Assignor/Transferor certifies that court orders or other authorizing documents have been issued and that it has placed in the licensee's/permittee's public inspecition file(s) and submitted to the Commission copies of such court orders or other authorizing documents.
Exhibit Required
Yes No
N/A

[Exhibit 5]


Yes No
N/A

[Exhibit 6]

7.
Character Issues. Assignor/Transferor certifies that neither licensee/permittee nor any party to the application has or has had any interest in, or connection with:
a. any broadcast application in any proceeding where character issues were left unresolved or were resolved adversely against the applicant or any party to the application; or
b. any pending broadcast application in which character issues have been raised.
Yes No

See Explanation in
[Exhibit 7]

8.
Adverse Findings. Assignor/Transferor certifies that, with respect to the assignor/transferor and each party to the application, no adverse finding has been made, nor has an adverse final action been taken by any court or administrative body in a civil or criminal proceeding brought under the provisions of any law related to any of the following: any felony; mass media-related antitrust or unfair competition; fraudulent statements to another governmental unit; or discrimination.
Yes No
See Explanation in
[Exhibit 8]
9. Auction Authorization. Assignor/transferor certifies that more than five years have passed since the issuance of the construction permit for the station being assigned, where that permit was acquired in an auction through the use of a bidding credit or other special measure. Yes No
N/A


See Explanation in
[Exhibit 9]
10. Anti-Drug Abuse Act Certification. Assignor/Transferor certifies that neither licensee/permittee nor any party to the application is subject to denial of federal benefits pursuant to Section 5301 of the Anti-Drug Abuse Act of 1988, 21 U.S.C. Section 862. Yes No

I certify that the statements in this application are true, complete, and correct to the best of my knowledge and belief, and are made in good faith. I acknowledge that all certifications and attached Exhibits are considered material representations.

Typed or Printed Name of Person Signing
J. SCOTT ENRIGHT
Typed or Printed Title of Person Signing
EXECUTIVE VICE PRESIDENT
Signature
Date
07/13/2011
WILLFUL FALSE STATEMENTS ON THIS FORM ARE PUNISHABLE BY FINE AND/OR IMPRISONMENT (U.S. CODE, TITLE 18, SECTION 1001), AND/OR REVOCATION OF ANY STATION LICENSE OR CONSTRUCTION PERMIT (U.S. CODE, TITLE 47, SECTION 312(a)(1)), AND/OR FORFEITURE (U.S. CODE, TITLE 47, SECTION 503).



NOTE: In addition to the information called for in this section, an explanatory exhibit providing full particulars must be submitted for each question for which a "No" response is provided.

Section III - Assignee/Transferee

1. Certification.   Assignee/Transferee certifies that it has answered each question in this application based on its review of the application instructions and worksheets. Assignee/Transferee further certifies that where it has made an affirmative certification below, this certification constitutes its representation that the application satisfies each of the pertinent standards and criteria set forth in the application instructions and worksheets. Yes No
2.
Legal Name of the Assignee/Transferee
MERLIN MEDIA LICENSE, LLC
Mailing Address
ONE EMMIS PLAZA
40 MONUMENT CIRCLE, SUITE 700

City
INDIANAPOLIS
State or Country (if foreign address)
IN
Zip Code
46204 -
Telephone Number (include area code)
3172660100
E-Mail Address (if available)

KNORTHERN@EMMIS.COM
3.
Contact Representative (if other than Assignee/Transferee)
JOHN E. FIORINI, III
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)
2027197145

E-Mail Address (if available)
JFIORINI@WILEYREIN.COM
 
If more than one Transferee, submit the information requested in Questions 2 and 3 for each transferee.
[Exhibit 10]
4.
Agreements for Sale/Transfer of Station. Assignee/Transferee certifies that:
a. the written agreements in the licensee/permittee's public inspection file embody the complete and final agreement for the sale or transfer of the station(s); and
b. these agreements comply fully with the Commission's rules and policies.
Yes No
[Exhibit 11]
5. Changes in interests as a result of assignment/transfer.
a. [Enter Changes in Interests Information]


or [Exhibit 12]
 
 
b. Applicant certifies that equity interests not set forth above are non-attributable.
Yes No

N/A

[Exhibit 13]

6. Other Authorizations. List call signs, locations, and facility identifiers of all other broadcast stations in which assignee/transferee or any party to the application has an attributable interest. N/A

[Exhibit 14]

7. Acquisition of Control. List the file number and date of grant of FCC Form 301, 314, or 315 application by which the Commission approved the qualifications of the individual or entity with a pre-existing interest in the licensee/permittee that is now acquiring control of the licensee/permittee as a result of the grant of this application. N/A

[Exhibit 15]

8.
Character Issues. Assignee/Transferee certifies that neither assignee/transferee nor any party to the application has or has had any interest in, or connection with:
a. any broadcast application in any proceeding where character issues were left unresolved or were resolved adversely against the applicant or any party to the application; or
b. any pending broadcast application in which character issues have been raised.
Yes No

See Explanation in
[Exhibit 16]

9.
Adverse Findings. Assignee/Transferee certifies that, with respect to the assignee/transferee and each party to the application, no adverse finding has been made, nor has an adverse final action been taken by any court or administrative body in a civil or criminal proceeding brought under the provisions of any law related to any of the following: any felony; mass media-related antitrust or unfair competition; fraudulent statements to another governmental unit; or discrimination.
Yes No

See Explanation in
[Exhibit 17]

10. Alien Ownership and Control. Assignee/Transferee certifies that it complies with the provisions of Section 310 of the Communications Act of 1934, as amended, relating to interests of aliens and foreign governments. Yes No

See Explanation in
[Exhibit 18]

11. Auction Authorization. Assignee/transferee certifies that where less than five years have passed since the issuance of the construction permit and the permit had been acquired in an auction through the use of a bidding credit or other special measure, it would qualify for such credit or other special measure. Yes No
N/A


See Explanation in
[Exhibit 19]
12. Anti-Drug Abuse Act Certification. Assignee/transferee certifies that neither licensee/permittee nor any party to the application is subject to denial of federal benefits pursuant to Section 5301 of the Anti-Drug Abuse Act of 1988, 21 U.S.C. Section 862. Yes No

I certify that the statements in this application are true, complete, and correct to the best of my knowledge and belief, and are made in good faith. I acknowledge that all certifications and attached Exhibits are considered material representations. I hereby waive any claim to the use of any particular frequency as against the regulatory power of the United States because of the previous use of the same, whether by license or otherwise, and request an authorization in accordance with this application. (See Section 304 of the Communications Act of 1934, as amended.)

Typed or Printed Name of Person Signing
J. SCOTT ENRIGHT
Typed or Printed Title of Person Signing
EXECUTIVE VICE PRESIDENT OF MANAGER
Signature
Date
07/13/2011
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:
AMENDMENT

SECTION III, QUESTION 5(A) IS AMENDED TO SUBMIT SUPPLEMENTAL EXHIBIT 12.

Attachment 1


Exhibit 5
Description:
AGREEMENTS

ATTACHED ARE THE FOLLOWING AGREEMENTS:

1. CONTRIBUTION AGREEMENT

2. RESTRUCTURING AND CONTRIBUTION AGREEMENT


THE FOLLOWING DOCUMENTS ARE NOT BEING SUBMITTED SINCE THEY CONTAIN PROPRIETARY INFORMATION AND/OR ARE NOT GERMANE TO THE COMMISSIONS CONSIDERATION OF THIS APPLICATION. SEE LUJ, INC., 17 FCC RCD 16980 (2002). THE EXCLUDED DOCUMENTS WILL BE PROVIDED TO THE COMMISSION ON REQUEST, SUBJECT TO REQUESTS TO KEEP SUCH DOCUMENTS CONFIDENTIAL OR TO REDACT CERTAIN PROVISIONS AS APPROPRIATE.

1. CONTRIBUTION AGREEMENT, SCHEDULES 1.2(A)(I) (FCC LICENSES); 1.2(A) (II) (PERMITS); 1.2(B) (LEASED REAL PROPERTY); 1.2(C) (PERSONAL PROPERTY); 1.2(D) (ASSUMED CONTRACTS); 1.2(E) (INTELLECTUAL PROPERTY); 1.3(J) (OTHER EXCLUDED ASSETS); 11.1(A) (PERMITTED LIENS); EXHIBITS B (INITIAL LLC AGREEMENT); C (FORM OF FIRST AMENDED AND RESTATED LLC AGREEMENT); 7.2(D)(I) (FORM OF FCC LICENSE ASSIGNMENT 1); 7.2(D)(IV) (FORM OF BILL OF SALE AND ASSUMPTION AGREEMENT); 7.2(A)(I) (FORM OF FCC LICENSE ASSIGNMENT 2)

2. RESTRUCTURING AND CONTRIBUTION AGREEMENT, SCHEDULES 1.2(A) (PERMITS); 1.2(B) (LEASED REAL PROPERTY); 1.2(C) (PERSONAL PROPERTY); 1.2(D) (ASSUMED CONTRACTS); 1.2(H) (CERTAIN INCLUDED ASSETS); 1.3(I) (OTHER EXCLUDED ASSETS); 11.1(A) (PERMITTED LIENS); EXHIBIT 7.1(C) (FORM OF BILL OF SALE AND ASSUMPTION AGREEMENT)

3. SIDE LETTER RE PROCEDURE FOR AMENDING CONTRIBUTION AGREEMENT AND OTHER MATTERS

4. REGISTRATION RIGHTS AGREEMENT

5. INITIAL LLC AGREEMENT OF MERLIN MEDIA, LLC

6. INITIAL LLC AGREEMENT OF MERLIN MEDIA LICENSE, LLC


Attachment 5
Description
Contribution Agreement
Restructuring and Contribution Agreement


Exhibit 7
Description:
CHARACTER STATEMENT

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

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

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

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

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

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

Attachment 7


Exhibit 11
Description:
AGREEMENTS

PLEASE SEE EXHIBIT 5.

Attachment 11


Attachment 12
Description
Changes in Interests
Supplemental Exhibit 12


Attachment 14
Description
Other Authorizations


Exhibit 16
Description:
CHARACTER STATEMENT

PLEASE SEE EXHIBIT 7.

Attachment 16