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 - 20030108ABA
Section I - General Information
1. Legal Name of the Licensee/Permittee
LAUREL MEDIA, INC.
Mailing Address
602 HYDE AVENUE

City
RIDGWAY
State or Country (if foreign address)
PA
Zip Code
15853 -
Telephone Number (include area code)
8147729700
E-Mail Address (if available)
FCC Registration Number:
0006335525
Call Sign
WDDH
Facility ID Number
6683
2. Contact Representative (if other than licensee/permittee)
FREDERICK A. POLNER, ESQ.
Firm or Company Name
ROTHMAN GORDON, P.C.
Mailing Address
3RD FLOOR GRANT BUILDING

City
PITTSBURGH
State or Country (if foreign address)
PA
ZIP Code
15219 -
Telephone Number (include area code)
4123381111

E-Mail Address (if available)

3. If this application has been submitted without a fee, indicate reason for fee exemption (see 47 C.F.R. Section 1.1114):
Governmental Entity Noncommercial Educational Licensee/Permittee Other
N/A (Fee Required)
4.
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
LAUREL MEDIA, INC.
Mailing Address
602 HYDE AVENUE

City
RIDGWAY
State or Country (if foreign address)
PA
Zip Code
15853 -
Telephone Number (include area code)
8147729700
E-Mail Address (if available)

4.
Contact Representative (if other than Assignor/Transferor)
FREDERICK A. POLNER, ESQ.
Firm or Company Name

Mailing Address
ROTHMAN GORDON, P.C.
3RD FLOOR GRANT BUILDING

City
PITTSBURGH
State or Country (if foreign address)
PA
Zip Code
15219 -
Telephone Number (include area code)
4123381111

E-Mail Address (if available)

 
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
6683 WDDH - ST MARYS PA


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
DENNIS D. HEINDL
Typed or Printed Title of Person Signing
PRESIDENT
Signature
Date
11/18/2002
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
WDDH, LLC
Mailing Address
602 HYDE AVENUE

City
RIDGWAY
State or Country (if foreign address)
PA
Zip Code
15853 -
Telephone Number (include area code)
8147729700
E-Mail Address (if available)

3.
Contact Representative (if other than Assignee/Transferee)
FREDERICK A. POLNER, ESQ.
Firm or Company Name
ROTHMAN GORDON, P.C.
Mailing Address
3RD FLOOR GRANT BUILDING

City
PITTSBURGH
State or Country (if foreign address)
PA
Zip Code
15219 -
Telephone Number (include area code)
4123381111

E-Mail Address (if available)

 
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]

Changes in Interests as a Result of Assignment/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 Vote
(2) PercentageTotal Assets

(Equity plus Debt)

(1) Percentage Votes
(2) PercentageTotal Assets

(Equity plus Debt)


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
DENNIS D. HEINDL
Typed or Printed Title of Person Signing
PRES., LAUREL MEDIA, INC., MEMBER
Signature
Date
11/18/2002
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 5
Description:
ASSET PURCHASE AGREEMENT










________________________________________________


ASSET PURCHASE AGREEMENT


________________________________________________



SALE OF FM BROADCAST STATION

WDDH
ST. MARYS, PENNSYLVANIA

ASSET PURCHASE AGREEMENT

AGREEMENT, DATED AS OF NOVEMBER , 2002, BY AND BETWEEN LAUREL MEDIA, INC., A CORPORATION DULY ORGANIZED AND VALIDLY EXISTING PURSUANT TO THE LAWS OF THE COMMONWEALTH OF PENNSYLVANIA ('SELLER') AND WDDH, LLC, A LIMITED LIABILITY COMPANY IN FORMATION PURSUANT TO THE LAWS OF THE COMMONWEALTH OF PENNSYLVANIA ('PURCHASER').


W I T N E S S E T H

WHEREAS, SELLER IS THE LICENSEE OF, AND OWNS AND OPERATES, FM BROADCAST STATION WDDH, ST. MARYS, PENNSYLVANIA (THE 'STATION'); AND


WHEREAS, SELLER WISHES TO SELL AND PURCHASER WISHES TO PURCHASE ALL THE PERSONAL, TANGIBLE AND INTANGIBLE ASSETS (INCLUDING GOODWILL) OF SELLER USED IN OR IN CONNECTION WITH THE OPERATION OF STATION AND THE PARTIES WISH TO EFFECT THE ASSIGNMENT TO PURCHASER OF THE LEASES AND AGREEMENTS ENTERED INTO AND HELD BY SELLER IN CONNECTION WITH THE STATION AND OF THE LICENSE AND AUTHORIZATIONS ('COMMISSION LICENSES') ISSUED BY THE FEDERAL COMMUNICATIONS COMMISSION (THE 'COMMISSION') FOR THE OPERATION OF THE STATION; AND


WHEREAS, THE COMMISSION LICENSES MAY NOT BE ASSIGNED TO PURCHASER WITHOUT THE PRIOR WRITTEN APPROVAL OF THE COMMISSION.


NOW, THEREFORE, IN CONSIDERATION OF THE PREMISES AND THE REPRESENTATIONS, WARRANTIES, COVENANTS AND CONDITIONS CONTAINED HEREIN, THE PARTIES INTENDING TO BE LEGALLY BOUND, HEREBY AGREE AS FOLLOWS:


ARTICLE I
SALE OF ASSETS AND PURCHASE PRICE

1.01SALE AND PURCHASE OF ASSETS. SUBJECT TO THE TERMS AND CONDITIONS SET FORTH IN THIS AGREEMENT, ON THE CLOSING DATE, SELLER SHALL SELL, ASSIGN, TRANSFER, AND DELIVER TO PURCHASER, AND PURCHASER SHALL PURCHASE, ACQUIRE AND ASSUME FROM SELLER, ALL OF SELLER'S RIGHT, TITLE AND INTEREST IN AND TO ALL OF THE ASSETS, PROPERTIES, CONTRACTS, INTERESTS AND RIGHTS USED IN OR IN CONNECTION WITH THE OPERATION OF THE STATION, OF EVERY KIND AND DESCRIPTION, PERSONAL, FIXED, TANGIBLE AND INTANGIBLE, AS A GOING CONCERN, EXCEPT AS MAY BE EXCLUDED IN THIS AGREEMENT. SUCH ASSETS, PROPERTIES, INTERESTS AND RIGHTS TO BE TRANSFERRED TO PURCHASER ARE COLLECTIVELY REFERRED TO HEREIN AS THE 'PURCHASED ASSETS,' AND SHALL INCLUDE, BUT NOT BE LIMITED TO, LICENSES AND AUTHORIZATIONS, TANGIBLE PERSONAL PROPERTY, AGREEMENTS FOR SALE OF TIME, RECORD AND DIGITAL DISC LIBRARY, INTELLECTUAL PROPERTY AND ANY OTHER CONTRACTS OR ASSETS USED OR USEFUL IN THE OPERATION OF THE STATION.

1.02CONSENTS AND WAIVERS. TO THE EXTENT THAT ANY OF THE CONTRACTS, LICENSES OR REAL OR PERSONAL PROPERTY LEASES INCLUDED IN THE PURCHASED ASSETS MAY NOT BE SOLD OR ASSIGNED WITHOUT THE CONSENT OR WAIVER OF THIRD PARTIES, SELLER SHALL BETWEEN THE DATE HEREOF AND THE CLOSING DATE EXERCISE GOOD FAITH EFFORTS TO OBTAIN EACH REQUIRED CONSENT OR WAIVER.

1.03ASSUMPTION OF LIABILITIES, OBLIGATIONS AND COMMITMENTS BY PURCHASER

(A) AT THE CLOSING, THE PURCHASER SHALL EXECUTE AND DELIVER TO SELLER AN AGREEMENT, IN REASONABLE FORM AND CONTENT, APPROVED BY COUNSEL TO SELLER AND PURCHASER, PURSUANT TO WHICH PURCHASER SHALL ASSUME AND AGREE TO PAY, PERFORM AND DISCHARGE AND INDEMNIFY, DEFEND AND HOLD SELLER HARMLESS FROM AND AGAINST ALL OF SELLER'S LIABILITIES, OBLIGATIONS AND COMMITMENTS, CONTINGENT OR OTHERWISE, ASSERTED OR UNASSERTED, AND MATURED OR UNMATURED, UNDER OR OTHERWISE IN RESPECT OF ALL OF SELLER'S CONTRACTS, LEASES, OR OTHER AGREEMENTS ASSUMED BY PURCHASER WHICH ACCRUE FROM AND AFTER THE CLOSING DATE;

(B)SELLER'S AGREEMENTS WITH ADVERTISERS AND ADVERTISING AGENCIES FOR THE SALE OF TIME OR TALENT FOR CASH;

(C) SELLER'S AGREEMENTS WITH ADVERTISERS AND ADVERTISING AGENCIES FOR THE SALE OF TIME OR TALENTS ('ADVERTISING AGREEMENTS') OR PORTIONS THEREOF FOR WHICH A COMBINATION OF CASH AND TRADEOUT CONSIDERATION OR SOLELY TRADEOUT CONSIDERATION HAS BEEN RECEIVED.


OTHER THAN AS SET FORTH ABOVE IN THIS PARAGRAPH, PURCHASER DOES NOT AGREE TO ASSUME ANY LIABILITIES, OBLIGATIONS, OR COMMITMENTS OF SELLER WHATSOEVER. THE LIABILITIES, OBLIGATIONS AND COMMITMENTS TO BE ASSUMED BY PURCHASER ARE HEREINAFTER REFERRED TO, COLLECTIVELY, AS THE 'ASSUMED LIABILITIES'.

1.04PURCHASE PRICE AND PAYMENT THEREOF. THE PURCHASE PRICE FOR THE PURCHASED ASSETS ('PURCHASE PRICE') IS THE SUM OF ONE HUNDRED ($100.00) DOLLARS AND OTHER GOOD AND VALUABLE CONSIDERATION.

1.05CLOSING. THE CLOSING OF THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT SHALL TAKE PLACE AT 12:01 A.M., JANUARY 1, 2003, BUT MAY NOT OCCUR UNTIL AFTER THE COMMISSION HAS CONSENTED TO THE ASSIGNMENT OF THE LICENSES

1.06TRANSACTIONS AT THE CLOSING. THE FOLLOWING TRANSACTIONS SHALL TAKE PLACE AT THE CLOSING:

(A)SELLER SHALL DELIVER TO PURCHASER ALL SUCH BILLS OF SALE, ASSIGNMENTS, EVIDENCES OF CONSENT OR WAIVER, AND OTHER INSTRUMENTS OR DOCUMENTS AS SHALL BE REASONABLY NECESSARY, IN THE OPINION OF PURCHASER'S COUNSEL, TO EVIDENCE OR PERFECT THE SALE, ASSIGNMENT, TRANSFER, AND CONVEYANCE OF THE PURCHASED ASSETS IN ACCORDANCE WITH THE TERMS HEREOF.

(B)PURCHASER SHALL DELIVER TO SELLER THE PURCHASE PRICE IN THE AMOUNT AND MANNER REFERRED TO IN SECTION 1.04 ABOVE, AND EXECUTE AND DELIVER TO SELLER THE ASSUMPTION AGREEMENT DESCRIBED IN SECTION 1.03 ABOVE.



ARTICLE II
REPRESENTATIONS AND WARRANTIES OF SELLER

SELLER REPRESENTS AND WARRANTS TO PURCHASER THAT ON THE DATE HEREOF AND ON THE CLOSING DATE:

2.01ORGANIZATION AND QUALIFICATION. SELLER IS A CORPORATION DULY ORGANIZED, VALIDLY EXISTING, AND IN GOOD STANDING UNDER THE LAWS OF THE COMMONWEALTH OF PENNSYLVANIA.

2.02AUTHORITY TO SELL; EFFECT OF TRANSACTIONS. SELLER HAS ALL REQUISITE POWER AND AUTHORITY TO EXECUTE, DELIVER, AND PERFORM THIS AGREEMENT AND ALL OTHER AGREEMENTS TO BE EXECUTED AND DELIVERED BY IT HEREUNDER OR IN CONNECTION HEREWITH, AND ALL NECESSARY CORPORATE ACTIONS OF SELLER HAVE BEEN OR WILL BE DULY TAKEN PRIOR TO CLOSING TO AUTHORIZE THE EXECUTION, DELIVERY, AND PERFORMANCE OF THIS AGREEMENT AND SUCH OTHER AGREEMENTS BY SELLER.

2.03LICENSES. AS OF THE DATE OF THIS AGREEMENT, SELLER IS THE HOLDER OF THE COMMISSION LICENSES FOR THE STATION. THE COMMISSION LICENSES CONSTITUTE ALL OF THE LICENSES AND AUTHORIZATIONS REQUIRED UNDER THE COMMUNICATIONS ACT OF 1934, AS AMENDED (THE 'COMMUNICATIONS ACT'), AND THE CURRENT RULES, REGULATIONS, AND POLICIES OF THE COMMISSION FOR AND/OR USED IN THE OPERATION OF THE STATION AS NOW OPERATED, AND THE COMMISSION LICENSES ARE IN FULL FORCE AND EFFECT, AND TO THE KNOWLEDGE OF SELLER'S OFFICERS AND DIRECTORS ARE UNIMPAIRED BY ANY ACT OR OMISSION OF SELLER, OR THE OFFICERS, DIRECTORS, EMPLOYEES OR AGENTS OF SELLER.



ARTICLE III
MISCELLANEOUS

3.01FURTHER ACTIONS. AT ANY TIME AND FROM TIME TO TIME AFTER THE CLOSING, EACH PARTY HERETO AGREES, AT ITS OWN EXPENSE, TO TAKE SUCH ACTIONS, AND TO EXECUTE AND DELIVER SUCH DOCUMENTS AS MAY BE REASONABLY NECESSARY TO EFFECTUATE THE PURPOSE OF THIS AGREEMENT.

3.02SURVIVAL. THE REPRESENTATIONS, WARRANTIES, COVENANTS, AND AGREEMENTS CONTAINED IN OR MADE PURSUANT TO THIS AGREEMENT, SHALL SURVIVE THE CLOSING FOR A PERIOD OF TWELVE (12) MONTHS, IRRESPECTIVE OF ANY INVESTIGATION MADE BY OR ON BEHALF OF ANY PARTY HERETO.

3.03MODIFICATION. THIS AGREEMENT AND ANY DISCLOSURE SCHEDULES AND EXHIBITS HERETO SET FORTH THE ENTIRE UNDERSTANDING OF THE PARTIES WITH RESPECT TO THE SUBJECT MATTER HEREOF, SUPERSEDE ALL EXISTING AGREEMENTS AMONG THEM CONCERNING SUCH SUBJECT MATTER, AND MAY BE MODIFIED ONLY BY A WRITTEN INSTRUMENT DULY EXECUTED BY EACH PARTY HERETO.

3.04WAIVER. ANY WAIVER MUST BE IN WRITING, AND ANY WAIVER BY ANY PARTY OF A BREACH OF ANY PROVISION OF THIS AGREEMENT SHALL NOT OPERATE AS OR BE CONSTRUED TO BE A WAIVER OF ANY OTHER BREACH OF THAT PROVISION OR OF ANY BREACH OF ANY OTHER PROVISION OF THIS AGREEMENT.

3.05BINDING EFFECT; ASSIGNMENT. THE PROVISIONS OF THIS AGREEMENT SHALL BE BINDING UPON AND INURE TO THE BENEFIT OF SELLER AND PURCHASER. NEITHER THIS AGREEMENT NOR ANY OF THE RIGHTS, INTERESTS, OR OBLIGATIONS HEREUNDER SHALL BE ASSIGNABLE EXCEPT WITH THE PRIOR WRITTEN CONSENT OF THE OTHER PARTY.

3.06NO THIRD PARTY BENEFICIARIES. THIS AGREEMENT DOES NOT CREATE, AND SHALL NOT BE CONSTRUED AS CREATING, ANY RIGHTS ENFORCEABLE BY ANY PERSON NOT A PARTY TO THIS AGREEMENT.

3.07SEPARABILITY. IF ANY PROVISION OF THIS AGREEMENT IS DETERMINED BY A COURT OF COMPETENT JURISDICTION TO BE INVALID, ILLEGAL, OR UNENFORCEABLE, THE BALANCE OF THIS AGREEMENT SHALL REMAIN IN EFFECT AT THE OPTION OF THE PARTY FOR WHOSE BENEFIT SUCH PROVISION WAS MADE.

3.08HEADINGS. THE HEADINGS AND CAPTIONS IN THIS AGREEMENT ARE SOLELY FOR CONVENIENCE OR REFERENCE AND SHALL BE GIVEN NO EFFECT IN THE CONSTRUCTION OR INTERPRETATION OF THIS AGREEMENT.

3.09COUNTERPARTS. THIS AGREEMENT MAY BE EXECUTED IN ANY NUMBER OF COUNTERPARTS, EACH OF WHICH SHALL BE DEEMED AN ORIGINAL, BUT ALL OR WHICH TOGETHER SHALL CONSTITUTE ONE AND THE SAME INSTRUMENT.

3.10GOVERNING LAW. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE COMMONWEALTH OF PENNSYLVANIA.

IN WITNESS WHEREOF, THE PARTIES HERETO HAVE DULY EXECUTED THIS AGREEMENT AS OF THE       DAY OF NOVEMBER, 2002.


LAUREL MEDIA, INC.


BY:
DENNIS D. HEINDL, PRESIDENT



WDDH, LLC

LAUREL MEDIA, INC., ITS MEMBER

BY:
DENNIS D. HEINDL, PRESIDENT


JOHN SALTER, ITS MEMBER















________________________________________________


ASSET PURCHASE AGREEMENT


________________________________________________



SALE OF FM BROADCAST STATION

WDDH
ST. MARYS, PENNSYLVANIA

ASSET PURCHASE AGREEMENT

AGREEMENT, DATED AS OF NOVEMBER , 2002, BY AND BETWEEN LAUREL MEDIA, INC., A CORPORATION DULY ORGANIZED AND VALIDLY EXISTING PURSUANT TO THE LAWS OF THE COMMONWEALTH OF PENNSYLVANIA ('SELLER') AND WDDH, LLC, A LIMITED LIABILITY COMPANY IN FORMATION PURSUANT TO THE LAWS OF THE COMMONWEALTH OF PENNSYLVANIA ('PURCHASER').


W I T N E S S E T H

WHEREAS, SELLER IS THE LICENSEE OF, AND OWNS AND OPERATES, FM BROADCAST STATION WDDH, ST. MARYS, PENNSYLVANIA (THE 'STATION'); AND


WHEREAS, SELLER WISHES TO SELL AND PURCHASER WISHES TO PURCHASE ALL THE PERSONAL, TANGIBLE AND INTANGIBLE ASSETS (INCLUDING GOODWILL) OF SELLER USED IN OR IN CONNECTION WITH THE OPERATION OF STATION AND THE PARTIES WISH TO EFFECT THE ASSIGNMENT TO PURCHASER OF THE LEASES AND AGREEMENTS ENTERED INTO AND HELD BY SELLER IN CONNECTION WITH THE STATION AND OF THE LICENSE AND AUTHORIZATIONS ('COMMISSION LICENSES') ISSUED BY THE FEDERAL COMMUNICATIONS COMMISSION (THE 'COMMISSION') FOR THE OPERATION OF THE STATION; AND


WHEREAS, THE COMMISSION LICENSES MAY NOT BE ASSIGNED TO PURCHASER WITHOUT THE PRIOR WRITTEN APPROVAL OF THE COMMISSION.


NOW, THEREFORE, IN CONSIDERATION OF THE PREMISES AND THE REPRESENTATIONS, WARRANTIES, COVENANTS AND CONDITIONS CONTAINED HEREIN, THE PARTIES INTENDING TO BE LEGALLY BOUND, HEREBY AGREE AS FOLLOWS:


ARTICLE I
SALE OF ASSETS AND PURCHASE PRICE

1.01SALE AND PURCHASE OF ASSETS. SUBJECT TO THE TERMS AND CONDITIONS SET FORTH IN THIS AGREEMENT, ON THE CLOSING DATE, SELLER SHALL SELL, ASSIGN, TRANSFER, AND DELIVER TO PURCHASER, AND PURCHASER SHALL PURCHASE, ACQUIRE AND ASSUME FROM SELLER, ALL OF SELLER'S RIGHT, TITLE AND INTEREST IN AND TO ALL OF THE ASSETS, PROPERTIES, CONTRACTS, INTERESTS AND RIGHTS USED IN OR IN CONNECTION WITH THE OPERATION OF THE STATION, OF EVERY KIND AND DESCRIPTION, PERSONAL, FIXED, TANGIBLE AND INTANGIBLE, AS A GOING CONCERN, EXCEPT AS MAY BE EXCLUDED IN THIS AGREEMENT. SUCH ASSETS, PROPERTIES, INTERESTS AND RIGHTS TO BE TRANSFERRED TO PURCHASER ARE COLLECTIVELY REFERRED TO HEREIN AS THE 'PURCHASED ASSETS,' AND SHALL INCLUDE, BUT NOT BE LIMITED TO, LICENSES AND AUTHORIZATIONS, TANGIBLE PERSONAL PROPERTY, AGREEMENTS FOR SALE OF TIME, RECORD AND DIGITAL DISC LIBRARY, INTELLECTUAL PROPERTY AND ANY OTHER CONTRACTS OR ASSETS USED OR USEFUL IN THE OPERATION OF THE STATION.

1.02CONSENTS AND WAIVERS. TO THE EXTENT THAT ANY OF THE CONTRACTS, LICENSES OR REAL OR PERSONAL PROPERTY LEASES INCLUDED IN THE PURCHASED ASSETS MAY NOT BE SOLD OR ASSIGNED WITHOUT THE CONSENT OR WAIVER OF THIRD PARTIES, SELLER SHALL BETWEEN THE DATE HEREOF AND THE CLOSING DATE EXERCISE GOOD FAITH EFFORTS TO OBTAIN EACH REQUIRED CONSENT OR WAIVER.

1.03ASSUMPTION OF LIABILITIES, OBLIGATIONS AND COMMITMENTS BY PURCHASER

(A) AT THE CLOSING, THE PURCHASER SHALL EXECUTE AND DELIVER TO SELLER AN AGREEMENT, IN REASONABLE FORM AND CONTENT, APPROVED BY COUNSEL TO SELLER AND PURCHASER, PURSUANT TO WHICH PURCHASER SHALL ASSUME AND AGREE TO PAY, PERFORM AND DISCHARGE AND INDEMNIFY, DEFEND AND HOLD SELLER HARMLESS FROM AND AGAINST ALL OF SELLER'S LIABILITIES, OBLIGATIONS AND COMMITMENTS, CONTINGENT OR OTHERWISE, ASSERTED OR UNASSERTED, AND MATURED OR UNMATURED, UNDER OR OTHERWISE IN RESPECT OF ALL OF SELLER'S CONTRACTS, LEASES, OR OTHER AGREEMENTS ASSUMED BY PURCHASER WHICH ACCRUE FROM AND AFTER THE CLOSING DATE;

(B)SELLER'S AGREEMENTS WITH ADVERTISERS AND ADVERTISING AGENCIES FOR THE SALE OF TIME OR TALENT FOR CASH;

(C) SELLER'S AGREEMENTS WITH ADVERTISERS AND ADVERTISING AGENCIES FOR THE SALE OF TIME OR TALENTS ('ADVERTISING AGREEMENTS') OR PORTIONS THEREOF FOR WHICH A COMBINATION OF CASH AND TRADEOUT CONSIDERATION OR SOLELY TRADEOUT CONSIDERATION HAS BEEN RECEIVED.


OTHER THAN AS SET FORTH ABOVE IN THIS PARAGRAPH, PURCHASER DOES NOT AGREE TO ASSUME ANY LIABILITIES, OBLIGATIONS, OR COMMITMENTS OF SELLER WHATSOEVER. THE LIABILITIES, OBLIGATIONS AND COMMITMENTS TO BE ASSUMED BY PURCHASER ARE HEREINAFTER REFERRED TO, COLLECTIVELY, AS THE 'ASSUMED LIABILITIES'.

1.04PURCHASE PRICE AND PAYMENT THEREOF. THE PURCHASE PRICE FOR THE PURCHASED ASSETS ('PURCHASE PRICE') IS THE SUM OF ONE HUNDRED ($100.00) DOLLARS AND OTHER GOOD AND VALUABLE CONSIDERATION.

1.05CLOSING. THE CLOSING OF THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT SHALL TAKE PLACE AT 12:01 A.M., JANUARY 1, 2003, BUT MAY NOT OCCUR UNTIL AFTER THE COMMISSION HAS CONSENTED TO THE ASSIGNMENT OF THE LICENSES

1.06TRANSACTIONS AT THE CLOSING. THE FOLLOWING TRANSACTIONS SHALL TAKE PLACE AT THE CLOSING:

(A)SELLER SHALL DELIVER TO PURCHASER ALL SUCH BILLS OF SALE, ASSIGNMENTS, EVIDENCES OF CONSENT OR WAIVER, AND OTHER INSTRUMENTS OR DOCUMENTS AS SHALL BE REASONABLY NECESSARY, IN THE OPINION OF PURCHASER'S COUNSEL, TO EVIDENCE OR PERFECT THE SALE, ASSIGNMENT, TRANSFER, AND CONVEYANCE OF THE PURCHASED ASSETS IN ACCORDANCE WITH THE TERMS HEREOF.

(B)PURCHASER SHALL DELIVER TO SELLER THE PURCHASE PRICE IN THE AMOUNT AND MANNER REFERRED TO IN SECTION 1.04 ABOVE, AND EXECUTE AND DELIVER TO SELLER THE ASSUMPTION AGREEMENT DESCRIBED IN SECTION 1.03 ABOVE.



ARTICLE II
REPRESENTATIONS AND WARRANTIES OF SELLER

SELLER REPRESENTS AND WARRANTS TO PURCHASER THAT ON THE DATE HEREOF AND ON THE CLOSING DATE:

2.01ORGANIZATION AND QUALIFICATION. SELLER IS A CORPORATION DULY ORGANIZED, VALIDLY EXISTING, AND IN GOOD STANDING UNDER THE LAWS OF THE COMMONWEALTH OF PENNSYLVANIA.

2.02AUTHORITY TO SELL; EFFECT OF TRANSACTIONS. SELLER HAS ALL REQUISITE POWER AND AUTHORITY TO EXECUTE, DELIVER, AND PERFORM THIS AGREEMENT AND ALL OTHER AGREEMENTS TO BE EXECUTED AND DELIVERED BY IT HEREUNDER OR IN CONNECTION HEREWITH, AND ALL NECESSARY CORPORATE ACTIONS OF SELLER HAVE BEEN OR WILL BE DULY TAKEN PRIOR TO CLOSING TO AUTHORIZE THE EXECUTION, DELIVERY, AND PERFORMANCE OF THIS AGREEMENT AND SUCH OTHER AGREEMENTS BY SELLER.

2.03LICENSES. AS OF THE DATE OF THIS AGREEMENT, SELLER IS THE HOLDER OF THE COMMISSION LICENSES FOR THE STATION. THE COMMISSION LICENSES CONSTITUTE ALL OF THE LICENSES AND AUTHORIZATIONS REQUIRED UNDER THE COMMUNICATIONS ACT OF 1934, AS AMENDED (THE 'COMMUNICATIONS ACT'), AND THE CURRENT RULES, REGULATIONS, AND POLICIES OF THE COMMISSION FOR AND/OR USED IN THE OPERATION OF THE STATION AS NOW OPERATED, AND THE COMMISSION LICENSES ARE IN FULL FORCE AND EFFECT, AND TO THE KNOWLEDGE OF SELLER'S OFFICERS AND DIRECTORS ARE UNIMPAIRED BY ANY ACT OR OMISSION OF SELLER, OR THE OFFICERS, DIRECTORS, EMPLOYEES OR AGENTS OF SELLER.



ARTICLE III
MISCELLANEOUS

3.01FURTHER ACTIONS. AT ANY TIME AND FROM TIME TO TIME AFTER THE CLOSING, EACH PARTY HERETO AGREES, AT ITS OWN EXPENSE, TO TAKE SUCH ACTIONS, AND TO EXECUTE AND DELIVER SUCH DOCUMENTS AS MAY BE REASONABLY NECESSARY TO EFFECTUATE THE PURPOSE OF THIS AGREEMENT.

3.02SURVIVAL. THE REPRESENTATIONS, WARRANTIES, COVENANTS, AND AGREEMENTS CONTAINED IN OR MADE PURSUANT TO THIS AGREEMENT, SHALL SURVIVE THE CLOSING FOR A PERIOD OF TWELVE (12) MONTHS, IRRESPECTIVE OF ANY INVESTIGATION MADE BY OR ON BEHALF OF ANY PARTY HERETO.

3.03MODIFICATION. THIS AGREEMENT AND ANY DISCLOSURE SCHEDULES AND EXHIBITS HERETO SET FORTH THE ENTIRE UNDERSTANDING OF THE PARTIES WITH RESPECT TO THE SUBJECT MATTER HEREOF, SUPERSEDE ALL EXISTING AGREEMENTS AMONG THEM CONCERNING SUCH SUBJECT MATTER, AND MAY BE MODIFIED ONLY BY A WRITTEN INSTRUMENT DULY EXECUTED BY EACH PARTY HERETO.

3.04WAIVER. ANY WAIVER MUST BE IN WRITING, AND ANY WAIVER BY ANY PARTY OF A BREACH OF ANY PROVISION OF THIS AGREEMENT SHALL NOT OPERATE AS OR BE CONSTRUED TO BE A WAIVER OF ANY OTHER BREACH OF THAT PROVISION OR OF ANY BREACH OF ANY OTHER PROVISION OF THIS AGREEMENT.

3.05BINDING EFFECT; ASSIGNMENT. THE PROVISIONS OF THIS AGREEMENT SHALL BE BINDING UPON AND INURE TO THE BENEFIT OF SELLER AND PURCHASER. NEITHER THIS AGREEMENT NOR ANY OF THE RIGHTS, INTERESTS, OR OBLIGATIONS HEREUNDER SHALL BE ASSIGNABLE EXCEPT WITH THE PRIOR WRITTEN CONSENT OF THE OTHER PARTY.

3.06NO THIRD PARTY BENEFICIARIES. THIS AGREEMENT DOES NOT CREATE, AND SHALL NOT BE CONSTRUED AS CREATING, ANY RIGHTS ENFORCEABLE BY ANY PERSON NOT A PARTY TO THIS AGREEMENT.

3.07SEPARABILITY. IF ANY PROVISION OF THIS AGREEMENT IS DETERMINED BY A COURT OF COMPETENT JURISDICTION TO BE INVALID, ILLEGAL, OR UNENFORCEABLE, THE BALANCE OF THIS AGREEMENT SHALL REMAIN IN EFFECT AT THE OPTION OF THE PARTY FOR WHOSE BENEFIT SUCH PROVISION WAS MADE.

3.08HEADINGS. THE HEADINGS AND CAPTIONS IN THIS AGREEMENT ARE SOLELY FOR CONVENIENCE OR REFERENCE AND SHALL BE GIVEN NO EFFECT IN THE CONSTRUCTION OR INTERPRETATION OF THIS AGREEMENT.

3.09COUNTERPARTS. THIS AGREEMENT MAY BE EXECUTED IN ANY NUMBER OF COUNTERPARTS, EACH OF WHICH SHALL BE DEEMED AN ORIGINAL, BUT ALL OR WHICH TOGETHER SHALL CONSTITUTE ONE AND THE SAME INSTRUMENT.

3.10GOVERNING LAW. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE COMMONWEALTH OF PENNSYLVANIA.

IN WITNESS WHEREOF, THE PARTIES HERETO HAVE DULY EXECUTED THIS AGREEMENT AS OF THE       DAY OF NOVEMBER, 2002.


LAUREL MEDIA, INC.


BY:
DENNIS D. HEINDL, PRESIDENT



WDDH, LLC

LAUREL MEDIA, INC., ITS MEMBER

BY:
DENNIS D. HEINDL, PRESIDENT


JOHN SALTER, ITS MEMBER




J:\CORP\40251\029 WDDH LLC\APA - REVISED DRAFT.DOC



Attachment 5


Exhibit 12
Description:
CHANGES IN INTEREST AS A RESULT OF ASSIGNMENT

NAME AND ADDRESS OF PARTY:
ROSE AND DENNIS HEINDL, AS TENANTS BY THE ENTIRETIES
602 HYDE AVENUE
RIDGWAY, PENNSYLVANIA 15853

CITIZENSHIP: U.S.

INTEREST HELD BEFORE ASSIGNMENT:
PERCENTAGE VOTE: 100% (AS TENANTS BY THE ENTIRETIES)
PERCENTAGE TOTAL ASSETS: 100% (AS TENANTS BY THE ENTIRETIES)


INTEREST HELD AFTER ASSIGNMENT:
PERCENTAGE VOTE: 0% (SEE NOTE BELOW)
PERCENTAGE TOTAL ASSETS: 0% (SEE NOTE BELOW)

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NAME AND ADDRESS OF PARTY:
JOHN SALTER
WOLFEL AVENUE
ST MARYS, PENNSYLVANIA 15857

CITIZENSHIP: U.S.

INTEREST HELD BEFORE ASSIGNMENT:
PERCENTAGE VOTE: 0%
PERCENTAGE TOTAL ASSETS: 0%

INTEREST HELD AFTER ASSIGNMENT:
PERCENTAGE VOTE: 4%
PERCENTAGE TOTAL ASSETS: 4%

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NAME AND ADDRESS OF PARTY:
LAUREL MEDIA, INC.
602 HYDE AVENUE
RIDGWAY, PENNSYLVANIA 15853

CITIZENSHIP: PENNSYLVANIA DOMESTIC CORPORATION (U.S.)

INTEREST HELD BEFORE ASSIGNMENT:
PERCENTAGE VOTE: 0%
PERCENTAGE TOTAL ASSETS: 0%

INTEREST HELD AFTER ASSIGNMENT:
PERCENTAGE VOTE: 96% (SEE NOTE BELOW)
PERCENTAGE TOTAL ASSETS: 96% (SEE NOTE BELOW)

____________________________________________________________

NOTE - ATTRIBUTABLE INTEREST
ROSE AND DENNIS HEINDL, EACH U.S. CITIZENS, WILL CONTINUE TO OWN 100% OF THE PERCENTAGE VOTE AND 100% OF THE PERCENTAGE TOTAL ASSETS OF LAUREL MEDIA, INC. UPON CONSUMMATION OF THE PROPOSED ASSIGNMENT, LAUREL MEDIA, INC. WILL HOLD 96% OF THE PERCENTAGE VOTE AND 96% OF THE PERCENTAGE TOTAL ASSETS OF WDDH, LLC, WHICH IS THE PROPOSED ASSIGNEE HEREUNDER.



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Attachment 12