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.

BALCDT - 20110208ADB
Section I - General Information
1. Legal Name of the Licensee/Permittee
FREE STATE COMMUNICATIONS, L.L.C.
Mailing Address
2121 SW CHELSEA

City
TOPEKA
State or Country (if foreign address)
KS
Zip Code
66614 -
Telephone Number (include area code)
7852734949
E-Mail Address (if available)
JEVERS@KTKA.TV
FCC Registration Number:
0013446273
Call Sign
KTKA-TV
Facility ID Number
49397
2. Contact Representative (if other than licensee/permittee)
MOLLY PAUKER
Firm or Company Name
CINNAMON MUELLER
Mailing Address
1333 NEW HAMPSHIRE AVE., NW
2ND FLOOR

City
WASHINGTON
State or Country (if foreign address)
DC
ZIP Code
20006 -
Telephone Number (include area code)
2023870953

E-Mail Address (if available)
MPAUKER@CM-CHI.COM
3. Legal Name of the Assignee
PBC BROADCASTING OF TOPEKA LICENSE, LLC
Mailing Address
11766 WILSHIRE BLVD
SUITE 405

City
LOS ANGELES
State or Country (if foreign address)
CA
ZIP Code
90025 -
Telephone Number (include area code)
3104783213
E-Mail Address (if available)
4. Contact Representative (if other than assignee)
HOWARD M. LIBERMAN
Firm or Company Name
DRINKER BIDDLE & REATH LLP
Mailing Address
1500 K ST., NW
SUITE 1100
City
WASHINGTON
State or Country (if foreign address)
DC
Zip Code
20005 -
Telephone Number (include area code)
2028428876

E-Mail Address (if available)
HOWARD.LIBERMAN@DBR.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 AMENDMENT
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
49397 KTKA-TV
-
TOPEKA KS


 
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
THOMAS HORNBAKER
Typed or Printed Title of Person Signing
MANAGER
Signature
Date
03/21/2011
WILLFUL FALSE STATEMENTS ON THIS FORM ARE PUNISHABLE BY FINE AND/OR IMPRISONMENT (U.S. CODE, TITLE 18, SECTION 1001), AND/OR REVOCATION OF ANY STATION LICENSE OR CONSTRUCTION PERMIT (U.S. CODE, TITLE 47, SECTION 312(a)(1)), AND/OR FORFEITURE (U.S. CODE, TITLE 47, SECTION 503).



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
TODD PARKIN
Typed or Printed Title of Person Signing
CHIEF EXECUTIVE OFFICER
Signature
Date
03/21/2011

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



Exhibits
Exhibit 1
Description:
PURPOSE OF AMENDMENT

THE PURPOSE OF THIS AMENDMENT IS TO SUBMIT CERTAIN DOCUMENTS PER THE MARCH 9 REQUEST OF THE FCC STAFF. THE RELEVANT DOCUMENTS ARE ATTACHED IN EXHIBIT 12 HERETO.


Attachment 1


Exhibit 5
Description:
AGREEMENTS

A COPY OF THE ASSET PURCHASE AGREEMENT IN CONNECTION WITH THE PROPOSED ASSIGNMENT IS ATTACHED HERETO. A COPY OF THE LOCAL MARKETING AGREEMENT BETWEEN THE PARTIES ALSO IS ATTACHED. THE SCHEDULES, EXHIBITS AND ATTACHMENTS TO BOTH DOCUMENTS HAVE BEEN EXCLUDED. EXHIBITS AND SCHEDULES TO THE ASSET PURCHASE AGREMENT ARE LISTED AT PAGES 5 AND 6 OF THE ASSET PURCHASE AGREEMENT. THE FOLLOWING EXHIBITS AND SCHEDULES ARE ASSOCIATED WITH THE LOCAL MARKETING AGREEMENT:

EXHIBIT A: REIMBURSEMENT OF EXPENSES

EXHIBIT B: BROADCASTING STANDARDS

EXHIBIT C: CERTIFICATE REGARDING COMMERCIAL LIMITS IN CHILDREN'S TELEVISION PROGRAMMING

EXHIBIT D: ANTI-PLUGOLA/PAYOLA AFFIDAVIT

SCHEDULE I: FCC LICENSES

THE EXCLUDED SCHEDULES AND OTHER DOCUMENTS 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 SCHEDULES AND RELATED DOCUMENTS WILL BE PROVIDED TO THE COMMISSION ON REQUEST.

Attachment 5
Description
Asset Purchase Agreement
Local Marketing Agreement


Exhibit 13
Description:
EXHIBIT 12

PLEASE SEE EXHIBIT 5 FOR TRANSACTION DOCUMENTS AND RELATED INFORMATION.

PBC BROADCASTING, LLC CURRENTLY IS PROGRAMMING KTKA-TV PURSUANT TO A LOCAL MARKETING AGREEMENT, WHICH IS ATTACHED TO EXHIBIT 5 OF THIS APPLICATION. THAT AGREEMENT WILL TERMINATE ON THE DATE THIS TRANSACTION CONSUMMATES.

IN ADDITION, THERE ALSO IS AN AGREEMENT FOR THE SALE OF COMMERCIAL TIME AND SHARED SERVICES IN EFFECT BETWEEN PBC BROADCASTING, LLC AND NVT TOPEKA, LLC. ON THE DATE THIS TRANSACTION CLOSES, THAT AGREEMENT WILL TERMINATE AND TWO NEW AGREEMENTS WITH NVT TOPEKA, LLC -- AN AGREEMENT FOR THE SALE OF COMMERCIAL TIME AND A SHARED SERVICES AGREEMENT -- WILL GO INTO EFFECT.

NVT TOPEKA, LLC HOLDS NO FCC LICENSES, DIRECTLY OR INDIRECTLY, BUT DOES PROGRAM THE FOLLOWING STATIONS PURSUANT TO A LOCAL MARKETING AGREEMENT: KSNT(TV), TOPEKA, KS, FACILITY NO. 67335; KETM-CA, EMPORIA, KS, FACILITY NO. 23588; KMJT-LP, OGDEN, KS, FACILITY NO. 43647 AND KTMJ-CA, TOPEKA, KS, FACILITY NO. 43649.

FOLLOWING CONSUMMATION OF THE PROPOSED TRANSACTION, CERTAIN OTHER AGREEMENTS WILL BE ENTERED INTO AND FILED WITH THE COMMISSION PURSUANT TO SECTION 73.3613 OF THE COMMISSION'S RULES. THESE AGREEMENTS INCLUDE AN OPTION AND RIGHT OF FIRST REFUSAL WITH REGARD TO THE STATION AND WARRANTS WITH REGARD TO OWNERSHIP INTERESTS IN THE PROPOSED LICENSEE AND THE PROPOSED LICENSEE'S IMMEDIATE PARENT ENTITY.

MARCH 21 AMENDMENT:

PER THE MARCH 9 REQUEST OF THE FCC STAFF, THE FOLLOWING DOCUMENTS ARE BEING SUBMITTED:

1) AGREEMENT FOR THE SALE OF COMMERCIAL TIME AND SHARED SERVICES BETWEEN PBC BROADCASTING, LLC AND NVT TOPEKA, LLC DATED FEBRUARY 3, 2011;

2) SHARED SERVICES AGREEMENT PROPOSED TO BE IN ENTERED INTO BETWEEN PBC BROADCASTING OF TOPEKA LICENSE, LLC, PBC BROADCASTING OF TOPEKA, LLC AND NVT TOPEKA, LLC FOLLOWING CONSUMMATION OF THE PROPOSED TRANSACTION;

3) AGREEMENT FOR THE SALE OF COMMERCIAL TIME PROPOSED TO BE ENTERED INTO BETWEEN PBC BROADCASTING OF TOPKEA LICENSE, LLC, PBC BROADCASTING OF TOPEKA, LLC AND NVT TOPEKA, LLC FOLLOWING CONSUMMATION OF THE PROPOSED TRANSACTION; AND

4) AMENDMENT NO. 1 TO THE PURCHASE AND SALE AGREEMENT. THE PURPOSE OF THIS AMENDMENT IS TO CORRECT A DRAFTING AMBIGUITY IN SECTION 6.13 OF THE AGREEMENT.

PROPRIETARY INFORMATION HAS BEEN REDACTED FROM SCHEDULES A TO THE CURRENT AGREEMENT FOR SALE OF COMMERCIAL TIME AND SHARED SERVICES AND THE PROPOSED SHARED SERVICES AGREEMENT. SEE LUJ, INC. AND LONG NINE, INC., MEMORANDUM OPINION AND ORDER, 17 FCC RCD 16980 (2002). THE REDACTED INFORMATION WILL BE PROVIDED TO THE COMMISSION ON REQUEST.

Attachment 13
Description
1) Current Agreement for the Sale of Commercial Time and Shared Services
2) Proposed Shared Services Agreement
3) Proposed Agreement for Sale of Commercial Time
4) Amendment No. 1 to Purchase and Sale Agreement


Attachment 14
Description
Proposed Assignee's Ownership Information


Exhibit 16
Description:
ASSIGNEE'S OTHER AUTHORIZATIONS

PBC BROADCASTING, LLC, THE INDIRECT PARENT OF THE PROPOSED ASSIGNEE, ALSO IS THE INDIRECT PARENT OF PBC BROADCASTING OF SAVANNAH LICENSE, LLC AND PBC BROADCASTING OF YOUNGSTOWN LICENSE, LLC.

PBC BROADCASTING OF SAVANNAH LICENSE, LLC IS THE LICENSEE OF WTGS(TV), HARDEEVILLE, SC, FACILITY NO. 27245.

PBC BROADCASTING OF YOUNGSTOWN LICENSE, LLC IS THE LICENSEE OF WYTV(TV), YOUNGSTOWN, OH, FACILITY NO. 4693.

Attachment 16


Exhibit 17
Description:
EXHIBIT 16

A COPY OF THE LOCAL MARKETING AGREEMENT BETWEEN PBC BROADCASTING, LLC AND FREE STATE COMMUNICATIONS, L.L.C. IS ATTACHED TO EXHIBIT 5 OF THIS APPLICATION.

Attachment 17


Exhibit 18
Description:
MULTIPLE OWNERSHIP

NEITHER PBC BROADCASTING OF TOPEKA LICENSE, LLC NOR ANY OF THE OTHER PBC BROADCASTING ENTITIES OR ANY OF THEIR ATTRIBUTABLE OWNERS HAVE ANY OTHER MEDIA INTERESTS IN THE TOPEKA, KS MARKET. PBC BROADCASTING, LLC'S OTHER AUTHORIZATIONS ARE LISTED IN EXHIBIT 15.

Attachment 18