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 - 20150408ACO
Section I - General Information
1. Legal Name of the Licensee/Permittee
VAIL RADIO PARTNERS, LLC
Mailing Address
4643 SOUTH ULSTER STREET
SUITE 700

City
DENVER
State or Country (if foreign address)
CO
Zip Code
80237 - 2865
Telephone Number (include area code)
3034465926
E-Mail Address (if available)
FCC Registration Number:
0020693321
Call Sign
KKVM
Facility ID Number
16269
2. Contact Representative (if other than licensee/permittee)
MELODIE A. VIRTUE, ESQ.
Firm or Company Name
GARVEY SCHUBERT BARER
Mailing Address
1000 POTOMAC STREET, NW

City
WASHINGTON
State or Country (if foreign address)
DC
ZIP Code
20007 - 3501
Telephone Number (include area code)
2029657880

E-Mail Address (if available)
MVIRTUE@GSBLAW.COM
3. Legal Name of the Assignee
ALWAYSMOUNTAINTIME, LLC
Mailing Address
5670 GREENWOOD PLAZA BLVD.
SUITE 506

City
GREENWOOD VILLAGE
State or Country (if foreign address)
CO
ZIP Code
80111 -
Telephone Number (include area code)
7207267770
E-Mail Address (if available)
PETE@ALAWYSMOUNTAINTIME.COM
4. Contact Representative (if other than assignee)
DAVID OXENFORD, ESQ.
Firm or Company Name
WILKINSON BARKER KNAUER, LLP
Mailing Address
2300 N STREET, N.W.
SUITE 700
City
WASHINGTON
State or Country (if foreign address)
DC
Zip Code
20037 -
Telephone Number (include area code)
2027834141

E-Mail Address (if available)
DOXENFORD@WBKLAW.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
16269 KKVM
-
VAIL CO

Facility ID Number
Call Sign or  Construction Permit File Number
City
State
165587 KKVM-FM3
-
DILLON CO


 
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
DONALD R. JACKSON
Typed or Printed Title of Person Signing
MANAGER. VAIL RADIO PARTNERS, LLC
Signature
Date
06/23/2015
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)
ALWAYSMOUNTAINTIME, LLC; 5670 GREENWOOD PLAZA BLVD., SUITE 506, GREENWOOD VILLAGE, CO 80111
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)
PETER J. BENEDETTI; 4915 S. VINE STREET, CHERRY HILL VILLAGE, CO 80113
US
MANAGER, LLC MEMBER
40
40

(1) Name and Address (2) Citizenship (3) Positional Interest (4) Percentage of Votes (5) Percentage of total assets(debt plus equity)
PATRICIA MACDONALD GARBER; 2095 U.S. 131 SOUTH, PETOSKEY, MI 49770
US
LLC MEMBER
60
60


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
PETER J. BENEDETTI
Typed or Printed Title of Person Signing
MANAGER
Signature
Date
04/06/2015

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 ASSUMED LIABILITIES

THIS AMENDMENT IS BEING FILED IN ORDER TO PROVIDE INFORMATION REQUESTED BY THE COMMISSION'S STAFF CONCERNING THE ASSUMED LIABILITIES OF THE SALE. SECTION 2.1. OF THE ASSET PURCHASE AGREEMENT PROVIDES AS FOLLOWS:

ASSUMPTION OF LIABILITIES. SUBJECT TO THE PROVISIONS OF SECTION 2.2 AND SECTION 3.4 , BUYER SHALL ASSUME AND UNDERTAKE TO PAY, SATISFY OR DISCHARGE THE FOLLOWING LIABILITIES AND OBLIGATIONS OF SELLER:
(A) ANY LIABILITIES AND OBLIGATIONS OF SELLER TO THE EXTENT SUCH LIABILITY OR OBLIGATION ARISES WITH RESPECT TO THE OPERATION OF THE STATION ON OR AFTER THE CLOSING DATE
AND SUCH LIABILITY IS NOT INCLUDED AS A SPECIFICALLY RETAINED LIABILITY IN SECTION 2.2 HERETO; AND
(B) ANY LIABILITIES AND OBLIGATIONS OF SELLER UNDER THE CONTRACTS AND REAL PROPERTY LEASES DESCRIBED IN SECTIONS 1.1(C) AND 1.1(E) (INCLUDING THOSE CONTRACTS IDENTIFIED ON SCHEDULE 1.1(C) AND THOSE REAL PROPERTY LEASES IDENTIFIED ON SCHEDULE 1.1(E)) AND ANY OTHER CONTRACT, AGREEMENT, LEASE OR ARRANGEMENT OF A SIMILAR NATURE (WHETHER FOR REAL OR PERSONAL PROPERTY) THAT BUYER AGREES TO ASSUME.
(C) ALL OF THE FOREGOING ASSUMED LIABILITIES AND OBLIGATIONS DESCRIBED IN SECTION 2.1 SHALL BE REFERRED TO HEREIN COLLECTIVELY AS THE ASSUMED LIABILITIES.

THERE ONLY FOUR LEASES OR CONTRACTS BEING ASSUMED BY THE PURCHASER, AS SUMMARIZED BELOW (SEE SCHEDULES 1.1(C) AND (E) TO THE APA WHICH ARE ATTACHED TO THIS EXHIBIT):

1.BOOSTER SITE LEASE - THE LEASE CONTINUES TO RENEW AUTOMATICALLY, BUT CAN BE CANCELLED AT ANY TIME BY EITHER THE LESSOR OR THE LESSEE UPON 90-DAY WRITTEN NOTICE. THE LEASE PAYMENT IS EQUAL TO $500 PER MONTH. (SEE PARAGRAPHS 10 AND 11 OF THE LEASE.) GIVEN THE 90-DAY CANCELLATION PROVISION AND THE AUTOMATIC RENEWAL PROVISIONS, IT IS DIFFICULT TO QUANTIFY THE AMOUNT OF THE LIABILITY BEING ASSUMED. IT IS ESTIMATED THAT THE AMOUNT OF THE ASSUMED LIABILITY WILL $1,500 ($500 PER MONTH FOR THREE MONTHS).

2.SOFTWARE LICENSE AGREEMENT WITH RCS, INC. - THE AGREEMENT IS FOR ONE-YEAR COMMENCING FEBRUARY 1, 2015 AND ENDING JANUARY 31, 2016. THE TOTAL LICENSE FEE WAS $1,445 AND WAS FULLY PAID BY VAIL RADIO PARTNERS. BECAUSE THE AGREEMENT DOES NOT AUTOMATICALLY RENEW AND THE TERMS ARE SUBJECT TO RENEGOTIATION IF THE AGREEMENT IS RENEWED, THE BUYER WILL NOT BE ASSUMING ANY LIABILITIES IN CONNECTION WITH THE ASSUMPTION OF THIS AGREEMENT.

3.SOFTWARE LICENSE AND SERVICE AGREEMENT WITH MARKETRON - THIS AGREEMENTS INITIAL TERM COMMENCED AUGUST 1, 2011 AND ENDS ON JULY 31, 2016. THE RELATED FEES ARE PAYABLE MONTHLY, AND AS OF JULY 31, 2015 (THE EXPECTED CLOSING DATE), THERE WILL BE 12 REMAINING MONTHLY PAYMENTS DUE TOTALING $7,147 (PLUS RELATED SALES TAXES).   

4.SOFTWARE SUPPORT AGREEMENT WITH ENCO SYSTEMS - THIS AGREEMENT HAS BEEN RENEWED ANNUALLY AT AN ANNUAL COST OF $538.80. THE LAST RENEWAL WAS FOR THE PERIOD FROM JUNE 1, 2014 TO JUNE 1, 2015. THE RENEWAL TERM EXPIRED LAST MONTH. IF THE BUYER WANTS TO RENEW TO RENEW THE AGREEMENT, THERE IS NO OBLIGATION TO RENEW FOR ANY SPECIFIC TIME PERIOD. THUS, THE BUYER WILL NOT BE ASSUMING ANY LIABILITIES IN CONNECTION WITH THE ASSUMPTION OF THIS AGREEMENT.


IN SUMMARY, THE BUYER WILL BE ASSUMING A TOWER LEASE FOR A BOOSTER SITE AND THREE SOFTWARE LICENSE AND SUPPORT AGREEMENTS. THE LIABILITIES BEING ASSUMED UNDER THE TERMS OF THE AFOREMENTIONED LEASE AND AGREEMENTS TOTAL $8,647. THE INITIAL LEASE TERM OF THE TOWER LEASE HAS EXPIRED, BUT THE LEASE CONTINUES TO AUTOMATICALLY RENEW, SUBJECT TO THE RIGHT OF EITHER THE LESSOR OR LESSEE TO UNILATERALLY TERMINATE THE LEASE BY GIVING 90-DAY WRITTEN NOTICE. THE $8,647 AMOUNT (I) DOES NOT INCLUDE (I) TOWER LEASE PAYMENTS ATTRIBUTABLE TO PERIODS AFTER THE MINIMUM 90-DAY LEASE TERM SINCE IT IS UNKNOWN HOW LONG THE LEASE WILL BE ALLOWED TO AUTOMATICALLY RENEW, OR (II) AMOUNTS ATTRIBUTABLE TO OPTIONAL FUTURE RENEWAL PERIODS FOR THE THREE SOFTWARE LICENSE AND SUPPORT AGREEMENTS.

ATTACHED, PLEASE FIND THE FOLLOWING SCHEDULES FROM THE ASSET PURCHASE AGREEMENT:

SCHEDULE 1.1(C) - STATION CONTRACTS
SCHEDULE 1.1(E) - REAL PROPERTY LEASES AND SUBLEASES


Attachment 1
Description
Schedule 1.1(c) and 1.1(e) of the APA


Exhibit 5
Description:
AGREEMENTS FOR THE SALE OF THE STATION

A COPY OF THE ASSET PURCHASE AGREEMENT ('APA') AND ESCROW AGREEMENT ASSOCIATED WITH THE PROPOSED ASSIGNMENT IS ATTACHED HERETO. NOT ALL THE SCHEDULES TO THE APA HAVE BEEN INCLUDED. THE EXCLUDED APA SCHEDULES ARE AS FOLLOWS:

SCHEDULE 1.1(A) - FCC LICENSES
SCHEDULE 1.1(B) - TANGIBLE PERSONAL PROPERTY AND LIENS
SCHEDULE 1.1(C) - STATION CONTRACTS
SCHEDULE 1.1(D) - INTELLECTUAL PROPERTY
SCHEDULE 1.1(E) - REAL PROPERTY LEASES AND SUBLEASES
SCHEDULE 1.2 - EXCLUDED ASSETS
SCHEDULE 2.2 - RETAINED LIABILITIES
SCHEDULE 6.2(B) - CONFLICTS WITH THIRD PARTY CONSENTS
SCHEDULE 6.2(D) - COMPLIANCE WITH LAWS; GOVERNMENT INVESTIGATIONS
SCHEDULE 9.1(F) - MATERIAL CONTRACTS AND REAL PROPERTY LEASES

THE APA SCHEDULES IDENTIFIED ABOVE CONTAIN PROPRIETARY INFORMATION AND/OR ARE NOT GERMANE TO THE COMMISSION'S CONSIDERATION OF THIS APPLICATION. IN LIGHT OF THE COMMISSION'S DECISION IN THE APPLICATION OF LUJ, INC AND LONG NINE, INC., MEMORANDUM OPINION AND ORDER, 17 FCC RCD 16980 (202), SECTION II, ITEM 3 AND SECTION III, ITEM 3 OF THIS APPLICATION HAVE BEEN ANSWERED 'NO.' THE EXCLUDED DOCUMENTS WILL BE PROVIDED TO THE COMMISSION UPON REQUEST.

Attachment 5
Description
Signed Asset Purchase Agreement
Signed Escrow Agreement


Exhibit 13
Description:
AGREEMENTS FOR SALE OF STATION

SEE EXHIBIT 5.

Attachment 13


Exhibit 16
Description:
OTHER AUTHORIZATIONS

ALWAYSMOUNTAINTIME, LLC IS THE LICENSEE OF THE FOLLOWING BROADCAST STATIONS:

KFMU-FM FID 34434 OAK CREEK, CO
KIDN-FM FID 57339 BURN, CO
KIFT(FM) FID 24746 KREMLING, CO
KKCH(FM) FID 4360   GLENWOOD SPRINGS, CO
KNFO(FM) FID 8780   BASALT, CO
KSQE(FM) FID 86173 GYPSUM, CO
KQZR(FM) FID 84270 HAYDEN, CO
KRKY(AM) FID 24745 GRANBY, CO
KSKE-FM FID 44012 EAGLE, CO
KSMT(FM) FID 57336 BRECKENRIDGE, CO
KSPN-FM FID 43884 ASPEN, CO
KTUN(FM) FID 164290 NEW CASTLE, CO


PETER J. BENEDETTI HAS AN ATTRIBUTABLE INTEREST THE FOLLOWING BROADCAST STATIONS:

KEWF(FM) FID 50356 BILLINGS, MT
KYSX(FM) FID 76918 BILLINGS, MT
KRPM(FM) FID 78211 BILLINGS, MT
KRSQ(FM) FID 4992   LAUREL, MT


PATRICIA MACDONALD GARBER HAS AN ATTRIBUTABLE INTEREST IN THE FOLLOWING BROADCAST STATIONS:

WMBN(AM) FID 65929 PETOSKEY, MI
WLXT(FM) FID 65926 PETOSKEY, MI
WMKT(AM) FID 215    CHARLEVOIX, MI
WKHQ-FM   FID 214    CHARLEVOIX, MI
WATT(AM) FID 65928 CADILLAC, MI
WLXV(FM) FID 39539 CADILLAC, MI
WKAD(FM) FID 87890 HARRIETTA, MI
WZTC(FM) FID 65931 TRAVERSE CITY, MI

Attachment 16


Attachment 18
Description
Multiple Ownership Study