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.

BALCT - 20070504ADI
Section I - General Information
1. Legal Name of the Licensee/Permittee
CLEAR CHANNEL BROADCASTING LICENSES, INC.
Mailing Address
2625 S. MEMORIAL DRIVE
SUITE A

City
TULSA
State or Country (if foreign address)
OK
Zip Code
74129 -
Telephone Number (include area code)
9186644581
E-Mail Address (if available)
FCC Registration Number:
0001587971
Call Sign
WPMI-TV
Facility ID Number
11906
2. Contact Representative (if other than licensee/permittee)
DORANN BUNKIN
Firm or Company Name
WILEY REIN LLP
Mailing Address
1776 K STREET, N.W.

City
WASHINGTON
State or Country (if foreign address)
DC
ZIP Code
20006 -
Telephone Number (include area code)
2027197231

E-Mail Address (if available)
DBUNKIN@WILEYREIN.COM
3. Legal Name of the Assignee
NEWPORT TELEVISION LLC
Mailing Address
50 KENNEDY PLAZA
18TH FLOOR

City
PROVIDENCE
State or Country (if foreign address)
RI
ZIP Code
02903 -
Telephone Number (include area code)
3166341686
E-Mail Address (if available)
4. Contact Representative (if other than assignee)
WILLIAM H. FITZ, ESQ.
Firm or Company Name
COVINGTON & BURLING LLP
Mailing Address
1201 PENNSYLVANIA AVENUE, NW

City
WASHINGTON
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
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
11906 WPMI-TV
-
MOBILE AL

Facility ID Number
Call Sign or  Construction Permit File Number
City
State
11951 KLRT-TV
-
LITTLE ROCK AR

Facility ID Number
Call Sign or  Construction Permit File Number
City
State
41212 KASN
-
PINE BLUFF AR

Facility ID Number
Call Sign or  Construction Permit File Number
City
State
59362 KMUV-LP
-
MONTEREY CA

Facility ID Number
Call Sign or  Construction Permit File Number
City
State
11909 WAWS
-
JACKSONVILLE FL

Facility ID Number
Call Sign or  Construction Permit File Number
City
State
35576 WTEV-TV
-
JACKSONVILLE FL

Facility ID Number
Call Sign or  Construction Permit File Number
City
State
41210 WJTC
-
PENSACOLA FL

Facility ID Number
Call Sign or  Construction Permit File Number
City
State
11967 KSAS-LP
-
DODGE CITY KS

Facility ID Number
Call Sign or  Construction Permit File Number
City
State
11968 KAAS-LP
-
GARDEN CITY KS

Facility ID Number
Call Sign or  Construction Permit File Number
City
State
83181 KOCW
-
HOISINGTON KS

Facility ID Number
Call Sign or  Construction Permit File Number
City
State
11912 KAAS-TV
-
SALINA KS

Facility ID Number
Call Sign or  Construction Permit File Number
City
State
11911 KSAS-TV
-
WICHITA KS

Facility ID Number
Call Sign or  Construction Permit File Number
City
State
11970 WXXA-TV
-
ALBANY NY

Facility ID Number
Call Sign or  Construction Permit File Number
City
State
11910 KOKI-TV
-
TULSA OK

Facility ID Number
Call Sign or  Construction Permit File Number
City
State
54420 KMYT-TV
-
TULSA OK

Facility ID Number
Call Sign or  Construction Permit File Number
City
State
72313 WHP-TV
-
HARRISBURG PA

Facility ID Number
Call Sign or  Construction Permit File Number
City
State
68519 WJKT
-
JACKSON TN

Facility ID Number
Call Sign or  Construction Permit File Number
City
State
11907 WPTY-TV
-
MEMPHIS TN

Facility ID Number
Call Sign or  Construction Permit File Number
City
State
68518 WLMT
-
MEMPHIS TN

Facility ID Number
Call Sign or  Construction Permit File Number
City
State
70970 K34CX
-
APPLE VALLEY UT

Facility ID Number
Call Sign or  Construction Permit File Number
City
State
68882 K51BK-D
-
AURORA UT

Facility ID Number
Call Sign or  Construction Permit File Number
City
State
70960 KUWB-LP
-
BLOOMINGTON UT

Facility ID Number
Call Sign or  Construction Permit File Number
City
State
128242 K40HS
-
DUCHESNE UT

Facility ID Number
Call Sign or  Construction Permit File Number
City
State
131214 K35HI
-
DUTCH JOHN UT

Facility ID Number
Call Sign or  Construction Permit File Number
City
State
70974 K05BU
-
ENTERPRISE UT

Facility ID Number
Call Sign or  Construction Permit File Number
City
State
70973 K09SU
-
HILDALE UT

Facility ID Number
Call Sign or  Construction Permit File Number
City
State
131215 K43JF
-
MANTI/EPHRAIM UT

Facility ID Number
Call Sign or  Construction Permit File Number
City
State
128240 K14LW
-
MYTON UT

Facility ID Number
Call Sign or  Construction Permit File Number
City
State
1136 KUCW
-
OGDEN UT

Facility ID Number
Call Sign or  Construction Permit File Number
City
State
70957 K11OO
-
PINE VALLEY, ETC. UT

Facility ID Number
Call Sign or  Construction Permit File Number
City
State
128241 K17GT
-
PRICE UT

Facility ID Number
Call Sign or  Construction Permit File Number
City
State
167548 K24HP-D
-
PRICE, ETC. UT

Facility ID Number
Call Sign or  Construction Permit File Number
City
State
68879 K45FW
-
PRICE, ETC. UT

Facility ID Number
Call Sign or  Construction Permit File Number
City
State
68887 K18FU-D
-
RURAL BEAVER COUNTY UT

Facility ID Number
Call Sign or  Construction Permit File Number
City
State
128228 K24GK
-
SALINA UT

Facility ID Number
Call Sign or  Construction Permit File Number
City
State
68889 KTVX
-
SALT LAKE CITY UT

Facility ID Number
Call Sign or  Construction Permit File Number
City
State
129687 K48JD
-
SANTA CLARA & WASHIN UT

Facility ID Number
Call Sign or  Construction Permit File Number
City
State
128236 K51IC
-
SPRINGLEN UT

Facility ID Number
Call Sign or  Construction Permit File Number
City
State
167546 K25JS-D
-
ST. GEORGE UT

Facility ID Number
Call Sign or  Construction Permit File Number
City
State
70999 K69CT
-
ST. GEORGE UT

Facility ID Number
Call Sign or  Construction Permit File Number
City
State
70987 K31IS-D
-
TOQUERVILLE UT

Facility ID Number
Call Sign or  Construction Permit File Number
City
State
70949 K13QK
-
VIRGIN UT

Facility ID Number
Call Sign or  Construction Permit File Number
City
State
167545 K52KG-D
-
WASHINGTON UT

Facility ID Number
Call Sign or  Construction Permit File Number
City
State
70995 K28EA
-
WASHINGTON, ETC. UT

Facility ID Number
Call Sign or  Construction Permit File Number
City
State
131213 K31FW
-
MOUNTAIN VIEW WY

Facility ID Number
Call Sign or  Construction Permit File Number
City
State
131206 K45IA
-
ROCK SPRINGS WY

Facility ID Number
Call Sign or  Construction Permit File Number
City
State
74268 K28DV
-
EVANSTON WY


 
3. Agreements for Sale of Station. Licensee/permittee certifies that:
a. it has placed in its public inspection file(s) and submitted as an exhibit to this item copies of all agreements for the sale of the station(s);
b. these documents embody the complete and final understanding between licensee/permittee and assignee; and
c. these agreements comply fully with the Commission's rules and policies.
Exhibit Required
Yes No
[Exhibit 5]
4. Other Authorizations. List call signs, locations and facility identifiers of all other broadcast stations in which licensee/permittee or any party to the application has an attributable interest. N/A
[Exhibit 6]
5. Character Issues. Licensee/permittee certifies that neither licensee/permittee nor any party to the application has or has had any interest in, or connection with:
a. any broadcast application in any proceeding where character issues were left unresolved or were resolved adversely against the applicant or any party to the application; or
b. any pending broadcast application in which character issues have been raised.
Yes No

See Explanation in
[Exhibit 7]

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

See Explanation in
[Exhibit 8]

7. Local Public Notice. Licensee/permittee certifies that it has or will comply with the public notice requirements of 47 C.F.R. Section 73.3580. Yes No
8. Auction Authorization. Licensee/permittee certifies that more than five years have passed since the issuance of the construction permit for the station being assigned, where that permit was acquired in an auction through the use of a bidding credit or other special measure. Yes No

N/A

See Explanation in
[Exhibit 9]

9. Anti-Drug Abuse Act Certification. Licensee/permittee certifies that neither licensee/permittee nor any party to the application is subject to denial of federal benefits pursuant to Section 5301 of the Anti-Drug Abuse Act of 1988, 21 U.S.C. Section 862. Yes No
10. Anti-Discrimination Certification. Licensee/permittee certifies that neither licensee/permittee nor any party to the application have violated the Commission's prohibition against discrimination on the basis of race, color, religion, national origin or sex in the sale of commercially operated AM, FM, TV, Class A TV or international broadcast stations. Yes No

N/A

See Explanation in
[Exhibit 10]

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

Typed or Printed Name of Person Signing
ANDREW W. LEVIN
Typed or Printed Title of Person Signing
CHIEF LEGAL OFFICER
Signature
Date
05/04/2007
WILLFUL FALSE STATEMENTS ON THIS FORM ARE PUNISHABLE BY FINE AND/OR IMPRISONMENT (U.S. CODE, TITLE 18, SECTION 1001), AND/OR REVOCATION OF ANY STATION LICENSE OR CONSTRUCTION PERMIT (U.S. CODE, TITLE 47, SECTION 312(a)(1)), AND/OR FORFEITURE (U.S. CODE, TITLE 47, SECTION 503).



Section III - Assignee

1. Certification.  Assignee certifies that it has answered each question in this application based on its review of the application instructions and worksheets. Assignee further certifies that where it has made an affirmative certification below, this certification constitutes its representation that the application satisfies each of the pertinent standards and criteria set forth in the application instructions and worksheets. Yes No
2.
Assignee is:
an individual a general partnership a for-profit corporation
a limited partnership a not-for-profit corporation a limited liability company (LLC/LC)
other
 
a. If "other", describe nature of applicant in an Exhibit.
[Exhibit 11]
b. Radio Station applicants only: If the station(s) being assigned is noncommercial educational or LPFM, the assignee certifies that the Commission had previously granted a broadcast application, identified here by file number, that found this assignee qualified as a noncommercial educational entity with a qualif'ing educational program, and that the assignee will use the station(s) to advance a program similar to that the Commission has found qualifying in the assignee's previous application.

Yes No
N/A

FCC File Number
-

c. Radio Station applicants only: Proposed assignees of noncommercial educational or LPFM stations that aswered "No" to Question 2(b) must include an exhibit that describes the assignee's educational objective and how the station will be used to advance an educational program that will further that objective according to 47 C.F.R. Section 73.503 (for radio applicants), 47 C.F.R. Section 853 (for LPFM applicants).
[Exhibit 12]
3. Agreements for Sale of Station. Assignee certifies that:
a. the written agreements in the licensee/permittee's public inspection file and submitted to the Commission embody the complete and final agreement for the sale of the station(s) which are to be assigned; and
b. these agreements comply fully with the Commission's rules and policies.
Yes No


See Explanation in
[Exhibit 13]

4.
Parties to the Application.
a. List the assignee, and, if other than a natural person, its officers, directors, stockholders with attributable interests, non-insulated partners and/or members. If a corporation or partnership holds an attributable interest in the assignee, list separately its officers, directors, stockholders with attributable interests, non-insulated partners and/or members. Create a separate row for each individual or entity. Attach additional pages if necessary.

(1) Name and address of the assignee and each party to the application holding an attributable intrerest (if other than individual also show name, address and citizenship of natural person authorized to vote the stock or holding the attributable interest). List the assignee first, officers next, then directors and, thereafter, remaining stockholders and other entities with attributable interests, and partners. (2) Citizenship.
(3) Positional Interest: Officer, director, general partner, limited partner, LLC member, investor/creditor attributable under the Commission's equity/debt plus standard., etc.
(4) Percentage of votes.
(5) Percentage of total assets (debt plus equity).
 
[Enter Parties/Owners Information]


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
SANDY DIPASQUALE
Typed or Printed Title of Person Signing
PRESIDENT, CHIEF EXECUTIVE OFFICER
Signature
Date
07/20/2007

WILLFUL FALSE STATEMENTS ON THIS FORM ARE PUNISHABLE BY FINE AND/OR IMPRISONMENT (U.S. CODE, TITLE 18, SECTION 1001), AND/OR REVOCATION OF ANY STATION LICENSE OR CONSTRUCTION PERMIT (U.S. CODE, TITLE 47, SECTION 312(a)(1)), AND/OR FORFEITURE (U.S. CODE, TITLE 47, SECTION 503).



Exhibits
Exhibit 1
Description:
EXHIBIT 1

JUNE 2007 AMENDMENT

THIS APPLICATION, SIX CONCURRENTLY-FILED COMPANION FORM 314 APPLICATIONS, AND ONE FCC FORM 345 APPLICATION SEEK FCC CONSENT TO ASSIGN THE LICENSES OF THE 35 FULL-POWER TELEVISION STATIONS (AND ASSOCIATED LOW POWER OR TV TRANSLATOR STATIONS) FROM EIGHT LICENSEE SUBSIDIARIES OF CLEAR CHANNEL COMMUNICATIONS, INC. TO TV ACQUISITION LLC.

SECTION I, QUESTION 3 AND THE EXHIBITS TO THE ASSIGNEE'S PORTION OF THIS APPLICATION ARE HEREBY AMENDED TO REFLECT THAT THE NAME OF THE ASSIGNEE HAS BEEN CHANGED FROM TV ACQUISITION LLC TO NEWPORT TELEVISION LLC AND EXHIBIT 11 (PARTIES TO THE APPLICATION) IS AMENDED TO REFLECT THAT THE NAME OF THE ASSIGNEE'S SOLE MEMBER HAS BEEN CHANGED FROM TV HOLDCO LLC TO NEWPORT TELEVISION HOLDINGS LLC.

THESE ARE NAME CHANGES ONLY.


JULY 2007 AMENDMENT

ASSIGNEE'S EXHIBIT 11 (PARTIES TO THE APPLICATION) IS SUPPLEMENTED TO REFLECT THAT INSULATED LIMITED PARTNERS OF PROVIDENCE EQUITY PARTNERS VI (UMBRELLA US) L.P. AND OF TV INVESTMENTCO L.P. ARE SUBJECT (THROUGH THE RESPECTIVE LIMITED PARTNERSHIP AGREEMENTS) TO THE FCC ATTRIBUTION INSULATION CRITERIA AS SET FORTH IN NOTE 2 (F) OF SECTION 73.3555 OF THE RULES.





Attachment 1


Exhibit 5
Description:
STATIONS INCLUDED IN ASSIGNMENT & AGREEMENTS FOR SALE OF STATION

IN PROCESSING THE INSTANT ASSIGNMENT APPLICATION, THE FCC SHOULD INCLUDE KMUV-LD, MONTEREY, CA (FACILITY ID 167544), THE DIGITAL COMPANION CHANNEL FOR KMUV-LP.

A COPY OF THE ASSET PURCHASE AGREEMENT IN CONNECTION WITH THE PROPOSED ASSIGNMENT IS ATTACHED HERETO. NOT ALL OF THE SCHEDULES AND EXHIBITS HAVE BEEN INCLUDED. THE EXCLUDED SCHEDULES AND EXHIBITS ARE AS FOLLOWS:

1) SCHEDULE A- STATIONS
2) SCHEDULE 1.1(A)- FCC LICENSES
3) SCHEDULE 1.1(B)- MOTOR VEHICLES
4) SCHEDULE 1.1(C)- OWNED REAL PROPERTY
5) SCHEDULE 1.1(D)- STATION CONTRACTS
6) EXHIBIT 1.1(D)(1)- NETWORK AFFILIATION AGREEMENTS
7) EXHIBIT 1.1(D)(2)- TRAFFIC SYSTEM AGREEMENTS
8) EXHIBIT 1.1(D)(3)- RETRANSMISSION AGREEMENTS
9) EXHIBIT 1.1(D)(4)- PROGRAMMING AGREEMENTS
10) EXHIBIT 1.1(D)(5)- COMPUTER AND WEB AGREEMENTS
11) EXHIBIT 1.1(D)(6)- SERVICE AGREEMENTS
12) EXHIBIT 1.1(D)(7)- COLLECTIVE BARGAINING AGREEMENTS
13) EXHIBIT 1.1(D)(8)- OTHER STATION AGREEMENTS
14) EXHIBIT 1.1(D)(9)- INCOME LEASES
15) EXHIBIT 1.1(D)(10)- LEASED REAL PROPERTY
16) EXHIBIT 1.1(D)(11)- EMPLOYMENT AGREEMENTS
17) EXHIBIT 1.1(D)(12)- CLEAR CHANNEL RELATED AGREEMENTS
18) EXHIBIT 1.1(D)(13)- CORPORATE TV AGREEMENTS
19) SCHEDULE 1.1(E)- INTANGIBLE PROPERTY
20) SCHEDULE 1.1(H)- EQUITY INTERESTS
21) SCHEDULE 1.2(D)- EXCLUDED CORPORATE NAMES
22) SCHEDULE 1.2(E)- EXCLUDED TRADEMARKS AND INTELLECTUAL PROPERTY
23) SCHEDULE 1.2(K)- EXCLUDED SHARED ASSETS
24) SCHEDULE 1.2(L)- EXCLUDED ASSETS - SHARED ASSETS
25) SCHEDULE 1.2(M)- EXCLUDED REAL PROPERTY
26) SCHEDULE 1.2(S)- EXCLUDED CORPORATE SERVICES
27) SCHEDULE 1.2(U)- OTHER EXCLUDED ASSETS
28) SCHEDULE 1.3- LICENSED IP
29) SCHEDULE 1.4- ASSUMED OBLIGATIONS
30) SCHEDULE 1.7(A)- NET WORKING CAPITAL CALCULATION
31) SCHEDULE 2.3- CONFLICTS
32) SCHEDULE 2.4- FCC LICENSE EXCEPTIONS
33) SCHEDULE 2.6(A)- EQUITY INTERESTS EXCEPTIONS TO TITLE
34) SCHEDULE 2.6(B)- TANGIBLE PERSONAL PROPERTY EXCEPTIONS TO TITLE
35) SCHEDULE 2.6(C)- TANGIBLE PERSONAL PROPERTY OPERATING CONDITION
36) SCHEDULE 2.7- OWNED REAL PROPERTY EXCEPTIONS TO TITLE
37) SCHEDULE 2.9- ENVIRONMENTAL
38) SCHEDULE 2.10- INTANGIBLE PROPERTY INFRINGEMENT
39) SCHEDULE 2.11- EMPLOYMENT AND LABOR
40) SCHEDULE 2.13- COMPLIANCE WITH LAW
41) SCHEDULE 2.14- LITIGATION
42) SCHEDULE 5.6- REQUIRED CONSENTS
43) SCHEDULE 5.7(A)- ACTIVE, EXCLUDED AND ADDITIONAL EMPLOYEES
44) SCHEDULE 5.7(C)- SEVERANCE POLICY OF SELLER
45) SCHEDULE 5.12- DTV CONSTRUCTION
46) SCHEDULE 11.6- ADDITIONAL PERMITTED LIENS

ADDITIONALLY, THE ESCROW AGREEMENT BETWEEN THE TWO PARTIES IS NOT INCLUDED. THESE AGREEMENTS AND THE SCHEDULES AND EXHIBITS IDENTIFIED ABOVE CONTAIN PROPRIETARY INFORMATION AND/OR ARE NOT GERMANE TO THE COMMISSION'S CONSIDERATION OF THIS APPLICATION. SEE LUJ, INC. AND LONG NINE, INC., MEMORANDUM OPINION AND ORDER, 17 FCC RCD 16980 (2002). THE EXCLUDED DOCUMENTS WILL BE PROVIDED TO THE COMMISSION UPON REQUEST.


Attachment 5
Description
Asset Purchase Agreement


Exhibit 6
Description:
OTHER BROADCAST INTERESTS

PLEASE SEE ATTACHMENT.

Attachment 6
Description
Other Broadcast Interests


Exhibit 7
Description:
CHARACTER STATEMENT

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

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

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

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


Attachment 7


Attachment 13
Description
Agreement & Summary of Transaction


Attachment 14
Description
Parties to the Application


Attachment 16
Description
Other Authorizations of the Assignee


Attachment 18
Description
Multiple Ownership Compliance