Federal Communications Commission Washington, D.C. 20554 Approved by OMB 3060-0031 (June 2014) FCC 315 FOR FCC USE ONLY   APPLICATION FOR CONSENT TO TRANSFER CONTROL OF ENTITY HOLDING BROADCAST STATION CONSTRUCTION PERMIT OR LICENSE Read INSTRUCTIONS Before Filling Out Form FOR COMMISSION USE ONLY FILE NO. BTCCT - 20061127AJN

Section I - General Information

1.	Legal Name of the Licensee/Permittee BLUESTONE LICENSE HOLDINGS INC.
	Mailing Address 8415 E. 21ST STREET N. SUITE 120
	City WICHITA	State or Country (if foreign address) KS	Zip Code 67206 -
	Telephone Number (include area code) 3163150076	E-Mail Address (if available)
	FCC Registration Number: 0010338895	Call Sign WCYB-TV	Facility ID Number 2455
2.	Contact Representative (if other than licensee/permittee) MACE J. ROSENSTEIN, ESQ.		Firm or Company Name HOGAN & HARTSON L.L.P.
	Mailing Address 555 THIRTEENTH STREET, NW
	City WASHINGTON	State or Country (if foreign address) DC	ZIP Code 20004 - 1109
	Telephone Number (include area code) 2026375877	E-Mail Address (if available) MJROSENSTEIN@HHLAW.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 N/A (Fee Required)
4.	Purpose of Application: Transfer of control of licensee Transfer of control of permitte Amendment to pending application File number of pending application:    - If an amendment, submit as an Exhibit a listing by Section and Question Number of the portions of the pending application that are being revised. [Exhibit 1]
5.	Were any of the authorizations that are the subject of this application obtained through the Commission's competitive bidding procedures (see 47 C.F.R. Sections 1.2111(a) and 73.5001)? Yes No If yes, list pertinent authorizations in an Exhibit. [Exhibit 2]
6.	a. Were any of the authorizations that are the subject of this application obtained through the Commission's point system for reserved channel noncommercial educational stations (see 47 C.F.R. Sections 73.7001 and 73.7003)? Yes No b. If yes to 6(a), have all such stations operated for at least 4 years with a minimum operating schedule since grant pursuant to the point system? Yes No If no, list pertinent authorizations in an Exhibit and include in the Exhibit a showing that the transaction is consistent with the holding period requirements of 47 C.F.R. Section 73.7005(a). [Exhibit 3] c. LPFM Licenses Only: Has the licensor held the station license and operated the station for at least three years? Yes No N/A
7.	a. Were any of the authorizations that are the subject of this application obtained after award of a dispositive Section 307(b) preference using the Tribal Priority, through Threshold Qualifications procedures, or through the Tribal Priority as applied before the NCE fair distribution analysis set forth in 47 C.F.R. § 73.7002(b)? Yes No b. If yes to 7(a), have all such stations operated for at least 4 years with a minimum operating schedule since grant? Yes No c. If no to 7(b), do both the assignor/transferor and assignee/transferee qualify for the Tribal Priority in all respects? If no, list pertinent authorizations in an Exhibit and include in the Exhibit a showing that the transaction is consistent with the established Tribal Priority holding period restrictions, or that the policy should be waived. Yes No [Exhibit 4]

1.	Certification.   Transferor(s) certify that it (they) have answered each question in this application based on its (their) review of the application instructions and worksheets. Transferor(s) further certify that where it (they) have made an affirmative certification below, this certification constitutes its (their) representation that the application satisfies each of the pertinent standards and criteria set forth in the application instructions and worksheets.	Yes No
2.	Legal Name of the Transferor BLUESTONE TELEVISION LLC Mailing Address 8415 E 21ST STREET N SUITE 120 City WICHITA State or Country (if foreign address) KS Zip Code 67206 - Telephone Number (include area code) 3166341678 E-Mail Address (if available)
3.	Contact Representative (if other than transferor) MACE J. ROSENSTEIN, ESQ. Firm or Company Name HOGAN & HARTSON L.L.P. Mailing Address 555 THIRTEENTH STREET, NW City WASHINGTON State or Country (if foreign address) DC Zip Code 20004 - 1109 Telephone Number (include area code) 2026375877 E-Mail Address (if available) MJROSENSTEIN@HHLAW.COM
	If more than one transferor, submit the information requested in questions 2 and 3 for each transferor. [Exhibit 5]
4.	Changes in interests as a result of transfer. [Enter Changes in Interests Information] or [Exhibit 6]

Section III - Licensee/Permittee

1.	Certification.  Licensee/permittee certifies that it has answered each question in this application based on its review of the application instructions and worksheets. Licensee further certifies that where it has made an affirmative certification below, this certification constitutes its representation that the application satisfies each of the pertinent standards and criteria set forth in the application instructions and worksheets.	Yes No
2.	Authorizations to be Assigned. List the authorized stations and construction permits to be assigned. Provide the Facility Identification Number and the Call Sign, or the Facility Identification Number and the File Number of the Construction Permit, and the location, for each station to be assigned. Include main stations, FM and/or TV translator stations, LPTV stations, FM and/or TV booster stations. [Enter Station Information] List the authorized stations and construction permits to be transferred. Provide the Facility Identification Number and the Call Sign, or the Facility Identification Number and the File Number of the Construction Permit, and the location, for each station to be transferred. Include main stations, FM and/or TV translator stations, LPTV stations, FM and/or TV booster stations. Facility ID Number Call Sign or Construction Permit File Number City State 2455 WCYB-TV - BRISTOL VA Facility ID Number Call Sign or Construction Permit File Number City State 308 KTXS-TV - SWEETWATER TX Facility ID Number Call Sign or Construction Permit File Number City State 309 KTXE-LP - SAN ANGELO TX Facility ID Number Call Sign or Construction Permit File Number City State 64972 KTES-LP - ABILENE TX Facility ID Number Call Sign or Construction Permit File Number City State 8291 KRCR-TV - REDDING CA Facility ID Number Call Sign or Construction Permit File Number City State 8294 K02FF - LAKEHEAD CA Facility ID Number Call Sign or Construction Permit File Number City State 8323 K03FU - MOUNTAIN GATE CA Facility ID Number Call Sign or Construction Permit File Number City State 8242 K04EQ - FORT JONES CA Facility ID Number Call Sign or Construction Permit File Number City State 28552 K04EZ - BIG BEND CA Facility ID Number Call Sign or Construction Permit File Number City State 8301 K05BR - DUNSMUIR CA Facility ID Number Call Sign or Construction Permit File Number City State 8314 K05DQ - BURNEY CA Facility ID Number Call Sign or Construction Permit File Number City State 8281 K05EM - PARADISE CA Facility ID Number Call Sign or Construction Permit File Number City State 8279 K05EQ - GREEN POINT CA Facility ID Number Call Sign or Construction Permit File Number City State 30207 K05JK - MINERAL CA Facility ID Number Call Sign or Construction Permit File Number City State 8282 K11LD - LIKELY CA Facility ID Number Call Sign or Construction Permit File Number City State 8244 K12JJ - BENBOW CA Facility ID Number Call Sign or Construction Permit File Number City State 8311 K13LO - YREKA CA Facility ID Number Call Sign or Construction Permit File Number City State 8256 K15CX - OROVILLE CA Facility ID Number Call Sign or Construction Permit File Number City State 8280 K27BH - LAKE SHASTINA CA Facility ID Number Call Sign or Construction Permit File Number City State 8300 K33DI - EAST WEED CA Facility ID Number Call Sign or Construction Permit File Number City State 8255 K34BW - WILLOW CREEK CA Facility ID Number Call Sign or Construction Permit File Number City State 8263 KAEF - ARCATA CA Facility ID Number Call Sign or Construction Permit File Number City State 8247 K20CN - FORTUNA/RIO DELL CA Facility ID Number Call Sign or Construction Permit File Number City State 8310 K25CI - KLAMATH CA Facility ID Number Call Sign or Construction Permit File Number City State 8265 K36BT - BLUE LAKE CA Facility ID Number Call Sign or Construction Permit File Number City State 8267 K45DS - FRESHWATER CA Facility ID Number Call Sign or Construction Permit File Number City State 8272 K51EG - SOUTH EUREKA/LOLETA CA Facility ID Number Call Sign or Construction Permit File Number City State 18084 KECI-TV - MISSOULA MT Facility ID Number Call Sign or Construction Permit File Number City State 18080 K02OL - SEELEY LAKE MT Facility ID Number Call Sign or Construction Permit File Number City State 18064 K10HC - MULLAN ID Facility ID Number Call Sign or Construction Permit File Number City State 18067 K14IU - FRENCHTOWN MT Facility ID Number Call Sign or Construction Permit File Number City State 18079 KCFW-TV - KALISPELL MT Facility ID Number Call Sign or Construction Permit File Number City State 18071 K02AO - EUREKA MT Facility ID Number Call Sign or Construction Permit File Number City State 18066 KTVM - BUTTE MT Facility ID Number Call Sign or Construction Permit File Number City State 18082 K09KH - WATKINS MT Facility ID Number Call Sign or Construction Permit File Number City State 18075 K10HL - VIRGINIA CITY MT Facility ID Number Call Sign or Construction Permit File Number City State 18081 K10HZ - PONY MT Facility ID Number Call Sign or Construction Permit File Number City State 55698 K34FI-D - BOZEMAN MT Facility ID Number Call Sign or Construction Permit File Number City State 18065 K35DJ - THREE FORKS MT Facility ID Number Call Sign or Construction Permit File Number City State 18086 K51DW - DILLON MT Facility ID Number Call Sign or Construction Permit File Number City State 18083 K42BZ - BOZEMAN MT
3.	Agreements to Transfer Control of Station. Licensee/permittee certifies that: a. it has placed in its public inspection file(s) and submitted an an exhibit to this item copies of all agreements to transfer control of the station(s); b. these documents embody the complete and final understanding between transferor(s) and transferee(s); and c. these agreements comply fully with the Commission's rules and policies. Exhibit Required	Yes No See Explanation in [Exhibit 7]
4.	Other Authorizations. List call signs, locations and facility identifiers of all other broadcast stations in which licensee/permittee or any party to the application has an attributable interest.	N/A [Exhibit 8]
5.	Character Issues. Licensee/permittee certifies that neither licensee/permittee nor any party to the application has or has had any interest in, or connection with: a. any broadcast application in any proceeding where character issues were left unresolved or were resolved adversely against the applicant or any party to the application; or b. any pending broadcast application in which character issues have been raised.	Yes No See Explanation in [Exhibit 9]
6.	Adverse Findings. Licensee/permittee certifies that, with respect to the licensee/permittee and each party to the application, no adverse finding has been made, nor has an adverse final action been taken by any court or administrative body in a civil or criminal proceeding brought under the provisions of any law related to any of the following: any felony; mass media-related antitrust or unfair competition; fraudulent statements to another governmental unit; or discrimination.	Yes No See Explanation in [Exhibit 10]
7.	Local Public Notice. Licensee/permittee certifies that it has or will comply with the public notice requirements of 47 C.F.R. Section 73.3580.	Yes No
8.	Auction Authorization. Licensee/permittee certifies that more than five years have passed since the issuance of the construction permit for the station being assigned, where that permit was acquired in an auction through the use of a bidding credit or other special measure.	Yes No N/A See Explanation in [Exhibit 11]
9.	Anti-Drug Abuse Act Certification. Licensee/permittee certifies that neither licensee/permittee nor any party to the application is subject to denial of federal benefits pursuant to Section 5301 of the Anti-Drug Abuse Act of 1988, 21 U.S.C. Section 862.	Yes No
10.	Anti-Discrimination Certification. Licensee/permittee certifies that neither licensee/permittee nor any party to the application have violated the Commission's prohibition against discrimination on the basis of race, color, religion, national origin or sex in the sale of commercially operated AM, FM, TV, Class A TV or international broadcast stations.	Yes No N/A See Explanation in [Exhibit 12]

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

Section IV - Transferee(s)

1.	Certification.   Transferee(s) certify that it (they) have answered each question in this application based on its (their) review of the application instructions and worksheets. Transferee(s) further certify that where it (they) have made an affirmative certification below, this certification constitutes its (their) representation that the application satisfies each of the pertinent standards and criteria set forth in the application instructions and worksheets.	Yes No
2.	Legal Name of the Transferee(s) BONTEN MEDIA GROUP LLC Mailing Address 280 PARK AVENUE 25TH FLOOR, EAST TOWER City NEW YORK State or Country (if foreign address) NY Zip Code 10017 - Telephone Number (include area code) 2122478717 E-Mail Address (if available)
3.	Contact Representative (if other than transferee) WILLIAM H. FITZ, ESQ. Firm or Company Name COVINGTON & BURLING LLP Mailing Address 1201 PENNSYLVANIA AVENUE, NW City WASNHINGTON State or Country (if foreign address) DC Zip Code 20004 - 2401 Telephone Number (include area code) 2026625120 E-Mail Address (if available) WFITZ@COV.COM
	If more than one transferee, submit the information requested in questions 2 and 3 for each transferee.	[Exhibit 13]
4.	Nature of Applicant. Each transferee is: an individual a general partnership a for-profit corporation a limited partnership a not-for-profit corporation a limited liability company (LLC/LC) other
	a. If "other", describe nature of transferee in an Exhibit.	[Exhibit 14]
5.	Agreements to Transfer Control of Station. Transferee certifies that: a. the written agreements in the licensee/permittee's public inspection file and submitted to the Commission embody the complete and final agreement to transfer control of the station(s) specified in Section III, question 2; and b. these agreements comply fully with the Commission's rules and policies.	Yes No [Exhibit 15]
6.	Parties to the Application. a. List each transferee, and, if other than a natural person, its officers, directors, stockholders with attributable interests, non-insulated partners and/or members. If a corporation or partnership holds an attributable interest in any transferee, list separately its officers, directors, stockholders with attributable interests, non-insulated partners and/or members. Create a separate row for each individual or entity. Attach additional pages if necessary. (1) Name and address of the transferee and each party to the application holding an attributable interest (if other than individual also show name, address and citizenship of natural person authorized to vote the stock or holding the attributable interest). List the transferee first, officers next, then directors and, thereafter, remaining stockholders and other entities with attributable interests, and partners. (2) Citizenship. (3) Positional Interest: Officer, director, general partner, limited partner, LLC member, investor/creditor attributable under the Commission's equity/debt plus standard, etc. (4) Percentage of votes. (5) Percentage of total assets (equity plus debt). [Enter Parties/Owners Information] 6a. Parties to the Application List each transferee, and, if other than a natural person, its officers, directors, stockholders with attributable interests, non-insulated partners and/or members. If a corporation or partnership holds an attributable interest in any transferee, list separately its officers, directors, stockholders with attributable interests, non-insulated partners and/or members. Create a separate row for each individual or entity. (1) Name and address of the transferee and each party to the application holding an attributable interest (if other than individual also show name, address and citizenship of natural person authorized to vote the stock or holding the attributable interest). List the transferee first, officers next, then directors and, thereafter, remaining stockholders and other entities with attributable interests, and partners. (2) Citizenship. (3) Positional Interest: Officer, director, general partner, limited partner, LLC member, investor/creditor attributable under the Commission's equity/debt plus standard, etc. (4) Percentage of votes. (5) Percentage of total assets (equity plus debt). (1) Name and Address (2) Citizenship (3) Positional Interest (4) Percentage of Votes (5) Percentage of total assets (equity plus debt). SEE EXHIBIT 14
	b. Applicant certifies that equity interests not set forth above are non-attributable.	Yes No N/A See Explanation in [Exhibit 17]
7.	Other Authorizations. List call signs, locations, and facility identifiers of all other broadcast stations in which transferee or any party to the application has an attributable interest.	N/A [Exhibit 18]
8.	Multiple Ownership.
	a. Is the transferee or any party to the application the holder of an attributable radio or television joint sales agreement or an attributable radio or television time brokerage agreement for the subject station(s) or any other stations in the same market as the station(s) subject to this application? If "Yes," radio applicants must submit as an Exhibit a copy of each such agreement for radio stations.	Yes No [Exhibit 19]
	b. Transferee certifies that the proposed transfer complies with the Commission's multiple ownership rules and cross-ownership rules. AM and/or FM Radio Applicants only: If "Yes," submit an Exhibit providing information regarding the market, broadcast station(s), and other information necessary to demonstrate compliance with 47 C.F.R. § 73.3555(a). All Applicants: If "No," submit as an Exhibit a detailed explanation in support of an exemption from, or waiver of, 47 C.F.R. § 73.3555.	Yes No [Exhibit 20]
	c. Transferee certifies that the proposed transfer: 1. does not present an issue under the Commission's policies relating to media interests of immediate family members; 2. complies with the Commission's policies relating to future ownership interests; and 3. complies with the Commission's restrictions relating to the insulation and nonparticipation of non-party investors and creditors.	Yes No See Explanation in [Exhibit 21]
	d. Does the Transferee claim status as an "eligible entity," that is, an entity that qualifies as a small business under the Small Business Administration's size standards for its industry grouping (as set forth in 13 C.F.R. § 121-201), and holds (1) 30 percent or more of the stock or partnership interests and more than 50 percent of the voting power of the corporation or partnership that will own the media outlet; or (2) 15 percent or more of the stock or partnership interests and more than 50 percent of the voting power of the corporation or partnership that will own the media outlet, provided that no other person or entity owns or controls more than 25 percent of the outstanding stock or partnership interests; or (3) more than 50 percent of the voting power of the corporation that will own the media outlet (if such corporation is a publicly traded company)? All applicants: If "Yes," submit as an Exhibit a detailed showing demonstrating proof of status as an eligible entity.	Yes No See Explanation in [Exhibit 22]
	e. Does this transfer include a grand-fathered cluster of stations? All applicants: If "Yes", applicant certifies that it will come in compliance by divesting the necessary station(s) within 12 months of the consummation of this transaction to:	Yes No
	A. An Eligible Entity (as defined in Item 8d, above).	Yes No
	B. An Irrevocable Trust that will transfer the station(s) to an Eligible Entity.	Yes No
	All applicants: If "Yes" to Item 8e A or B: Submit as an Exhibit a copy of the form of irrevocable trust agreement providing for the transfer of the station(s) to an Eligible Entity.	See Explanation in [Exhibit 23]
9.	Character Issues. Transferee certifies that neither transferee nor any party to the application has or has had any interest in, or connection with: a. any broadcast application in any proceeding where character issues were left unresolved or were resolved adversely against the applicant or any party to the application; or b. any pending broadcast application in which character issues have been raised.	Yes No See Explanation in [Exhibit 24]
10.	Adverse Findings. Transferee certifies that, with respect to the transferee and each party to the application, no adverse finding has been made, nor has an adverse final action been taken by any court or administrative body in a civil or criminal proceeding brought under the provisions of any law related to any of the following: any felony; mass media-related antitrust or unfair competition; fraudulent statements to another governmental unit; or discrimination.	Yes No See Explanation in [Exhibit 25]
11.	Alien Ownership and Control. Transferee certifies that it complies with the provisions of Section 310 of the Communications Act of 1934, as amended, relating to interests of aliens and foreign governments.	Yes No See Explanation in [Exhibit 26]
12.	Financial Qualifications. Transferee certifies that sufficient net liquid assets are on hand or are available from committed sources to consummate the transaction and operate the station(s) for three months.	Yes No See Explanation in [Exhibit 27]
13.	Program Service Certification. Transferee certifies that it is cognizant of and will comply with its obligations as a Commission licensee to present a program service responsive to the issues of public concern facing the station's community of license and service area.	Yes No
14.	Auction Authorization. Transferee certifies that where less than five years have passed since the issuance of the construction permit and the permit had been acquired in an auction through the use of a bidding credit or other special measure, it would qualify for such credit or other special measure.	Yes No N/A See Explanation in [Exhibit 28]
15.	Anti-Drug Abuse Act Certification. Licensee/permittee certifies that neither licensee/permittee nor any party to the application is subject to denial of federal benefits pursuant to Section 5301 of the Anti-Drug Abuse Act of 1988, 21 U.S.C. Section 862.	Yes No
16.	EEO. Does the applicant propose to employ five or more full-time employees? If the answer is Yes, the applicant must include an EEO program called for in the separate Model EEO Program Report ( FCC Form 396-A)	Yes No

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