Attachment Amendment

Amendment

AMENDMENT submitted by DowLohnes

Amendment

2007-07-19

This document pretains to SES-ASG-20070514-00646 for Assignment on a Satellite Earth Station filing.

IBFS_SESASG2007051400646_583279

ORIGINAL _0 DowLohnes D 202.776.2758 Raymond G. Bender E rbender@dowlohnes.com July 19, 2007 VIA HAND DELIVERY Marlene H. Dortch, Esq. Secretary FILED/ACCEPTED Federal Communications Commission JUL 19 2007 445 12th Street, S.W. Foderal Cfl_mmaseiaaims Washington, DC 20554 Commission Office of the Secretary Re: SES—ASG—20070514—00646 Earth Station E8047 Dear Ms. Dortch: Transmitted herewith is an amendment to the above—referenced application for Commission consent to the proposed assignment of the license of earth station E8047 from Clear Channel Broadcasting, Inc. to GoodRadio.TV License, LLC. The purpose of this amendment is to notify the Commission that the proposed assignee, GoodRadio.TV License, LLC, has changed its name to Frequency License, LLC. Accordingly, we would request that a grant of the assignment application and issuance of any new authorization be in the name of Frequency License, LLC. Should any question arise with regard to this amendment, kindly communicate with the undersigned. R. ectfully submitted, (x\ t »c-:z 4 — J /2X \ Rayi}rond . Bender, Jr. (_ Counsel to Frequency License, LLC {formerly named GoodRadio.TV Li¢ense, LLC) RGB/sad Enclosure ce {w/enel.); Dorann Bunkin, Esquire Ms. Melissa Stoll Ms. Jeanette Spriggs Dow Lohnes PLLC WasHinston, DC | Atianta, GA 1200 New Hampshire Avenue, NW, Suite 800 Attorneys at Law Washington, DC 20036—6802 www.dowlohnes.com T 202.776.2000 F 202.776.2222

Amendment to FCC Form 312 July 2007 FCC File No.: SES—ASG—20070514—00646 AMENDMENT By this amendment, the Commission is hereby notified that, effective July 10, 2007, GoodRadio.TV License, LLC changed its name from GoodRadio.TV License, LLC to Frequency License, LLC. All references to GoodRadio.TV License, LLC found in the Form 312 and 312—Schedule A application should be deemed references to the company‘s new name, Frequency License, LLC. Additionally, all references in the attached exhibits to GoodRadio.TV License, LLC have been removed and replaced with references to the company‘s new name, Frequency License, LLC. This amendment does not propose any substantive changes to the application or to the ultimate ownership or control of Frequency License, LLC, which remains with Michael Fisch. The undersigned hereby certifies that all statements in this amendment are true, complete and correct to the best of their knowledge and belief. The undersigned also certifies that neither the applicant nor any other party to the application is subject to a denial of Federal benefits that includes FCC benefits pursuant to Section 5301 of the Anti—Drug Act of 1988, 21 U.S.C. Section 862, because of the conviction for possession or distribution of a controlled substance. Respectfully submitted, 152%1/ //dn Paul Kasper7 Vice President Dated: [ &iD 7

First Amendment to FCC Form 312 July 2007 Procedural Matters The instant application requests consent to the assignment of license of earth station E8047 (the "Station") from Clear Channel Broadcasting, Inc. ("Clear Channel") to Frequency License, LLC ("Frequency"). Following the filing of this application, Clear Channel may file additional applications relating to the Station, or have pending applications relating to the Station granted, during the Commission‘s consideration of this assignment application and the period required for consummation of the proposed transaction following approval (the "Interim Period"). Accordingly, the Applicants request that the Commission, in acting upon this application, include authority for assignment of license to Frequency of (1) all authorizations issued by the International Bureau to Clear Channel relating to the Station during the Interim Period; and (2) all applications that will have been filed with the International Bureau by Clear Channel relating to the Station that are pending at the time of the consummation of the proposed assignment of license. DCLIBO2: 149271 5—1

First Amendment to FCC Form 312 July 2007 Request for "Permit—But—Disclose" Status The instant application and other concurrently filed assignment applications request Commission consent to the assignment of authorizations issued by the Commission from certain broadcast licensee subsidiaries of Clear Channel Communications, Inc. to Frequency License, LLC. The Applicants hereby request that such assignment applications be accorded "permit—but—disclose" status under the FCC‘s ex parte tules. See 47 C.F.R. § 1.1200 et seq. Designation as a permit—but—disclose proceeding would serve the public interest by permitting a full exchange on the issues under consideration by the Commission. Classifying the proceeding as permit—but— disclose also would facilitate the development of a complete record upon which a well— reasoned decision can be made. Accordingly, the Applicants ask that the Commuission find, pursuant to Section 1.1201(a) of the rules, that the permit—but—disclose ex parte procedures applicable to non—restricted proceedings will govern its consideration of these assignment applications. See 47 C.F.R. § 1.1206. DCLIBO2:1492716—1

First Amendment to Assignee Exhibit E FCC Form 312, Schedule A, Item A(20) July 2007 Exhibit E Assignee Ownership and Control Information This FCC Form 312 application requests Commission consent for assignment of the license of transmit/receive earth station E8047 from Clear Channel Broadcasting, Inc. to Frequency License, LLC ("Frequency"). This application is being filed concurrently with (1) six applications on FCC Form 314 for Commission consent for the assignment of the licenses of 186 radio stations from subsidiaries of Clear Channel Communications, Inc. ("CCC") to Frequency, and (2) two applications on FCC Form 603 for Commission consent for the assignment of licenses of two private wireless radio stations from subsidiaries of CCC to Frequency. Frequency is a Delaware limited liability company that is controlled directly or indirectly by the other entities depicted on the Control Structure diagram submitted herewith as Attachment A. The name, address, citizenship and primary business of the controlling entity, ASCP, LLC, and of each intermediate party, are set forth in the chart below. The two Managing Members of the controlling entity, ASCP, LLC, are Michael Fisch and Charles Klein, who in the aggregate own 100% of the equity interests of ASCP, LLC. Michael Fisch owns a majority of ASCP, LLC. ASCP, LLC is member managed and Mr. Fisch exercises management control over ASCP, LLC. Messrs. Fisch and Klein are each U.S. citizens and the business address for each is c/o American Securities Capital Partners, LLC, Chrysler Center, 666 Third Ave., 29° Floor, New York, NY 10017—4011. Name & Address Citizenship Primary Business Frequency, LLC Delaware Limited Will own and operate c/o American Securities Capital Partners, LLC Liability Company radio stations Chrysler Center 666 Third Ave., 29°" Floor New York, NY 10017—4011 Frequency Holdings, LLC Delaware Limited Holding company for c/o American Securities Capital Partners, LLC Liability Company companies that will Chrysler Center own and operate 666 Third Ave., 29°" Floor radio stations New York, NY 10017—4011 ASP III Manager Corporation Delaware Corporation Affiliates are in the c/o American Securities Capital Partners, LLC business of managing Chrysler Center capital and investing 666 Third Ave., 29°" Floor in a broad range of New York, NY 10017—4011 companies American Securities Capital Partners, LLC Delaware Limited Affiliates are in the Chrysler Center Liability Company business of managing 666 Third Ave., 29Floor capital and investing New York, NY 10017—4011 in a broad range of DCLIBO2:1492717—1

First Amendment to Assignee Exhibit E. FCC Form 312, Schedule A, Item A(20) July 2007 companies ASCP, LLC Delaware Limited Affiliates are in the c/o American Securities Capital Partners, LLC Liability Company business of managing Chrysler Center capital and investing 666 Third Ave., 29°" Floor in a broad range of New York, NY 10017—4011 companies Michael Fisch United States c/o American Securities Capital Partners, LLC N/A Chrysler Center 666 Third Ave., 29°" Floor New York, NY 10017—4011 DCLIBO2:1492717—1

ATTACHMENT A FREQUENCY LICENSE, LLC Control Structure Michael Fisch Managing Member ASCP, LLC Sole Member American Securities Capital Partners, LLC Sole Shareholder ASP I!I Manager Corporation Sole Manager Frequency Holdings, LLC Sole Member Frequency, LLC Sole Member Frequency License, LLC (Proposed Assignee)

First Amendment to Assignee Exhibit F FCC Form 312, Schedule A, Item A(21) July 2007 Exhibit F Public Interest Statement This Form 312 assignment of license application seeks FCC consent to the assignment of earth station E8047 (the "Station") from Clear Channel Broadcasting, Inc. ("Clear Channel") to Frequency License, LLC ("Frequency"). The proposed transaction includes the assignment of 186 radio stations, as well as private radio and domestic earth station licenses from subsidiaries of Clear Channel Communications, Inc. to Frequency. The Station is utilized in connection with the provision of broadcasting services to the public. After consummating the transaction following FCC consent, Frequency will continue to use the earth station in the same manner and for the same purposes as before the assignment of license. Accordingly, grant of this FCC Form 312 assignment of license application would serve the public interest by permitting the continued use of this earth station facility without interruption. DCLIBO2:1492714—1


Document Created: 2007-08-01 14:51:48
Document Modified: 2007-08-01 14:51:48
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