Attachment KTBS Form 316 - Cons

This document pretains to SES-ASG-20101104-01398 for Assignment on a Satellite Earth Station filing.

IBFS_SESASG2010110401398_851518

Application Filing Results https://licensing.fcc.gov/cgi-bin/ws.exe/prod/cdbs/forms/prod/cdbsmenu.h... FCC MB - CDBS Electronic Filing Application Reference Number: 20101028AAZ Successfully filed at Oct 28 2010 4:09PM A Fee Payment is Required for this application. The Total Fee is $270. You can use the FCC's Electronic Form 159 System to pay electronically and/or to print out an appropriate Form 159. Press the button below now or return to this screen later by pressing the "Pay Fee" button on the CDBS Main Menu/ Informal Menu. See the CDBS User's Guide for more information about fee payment. Payment must be received by US Bank within 14 (calendar) days of the date that the application is officially received by the Media Bureau's electronic filing system (indicated by the reference number above). This deadline applies to any payment submission method (electronic or via a paper check). If payment is not received in time, the filed application will be considered to be not paid and will therefore not be processed by the MB. 1 of 1 10/28/2010 4:07 PM

FCC:Success:Form 159 - PRINTABLE VERSION https://pay.fcc.gov/ElectronicForm159/success_159_html/printed159_suc... Agency Tracking ID:PGC1860457 Authorization Number:226385 Successful Authorization -- Date Paid: 10/28/10 FILE COPY ONLY!! READ INSTRUCTIONS FEDERAL COMMUNICATIONS COMMISSION APPROVED BY OMB CAREFULLY BEFORE 3060-059 PROCEEDING REMITTANCE ADVICE SPECIAL USE FORM 159 PAGE NO 1 OF 1 FCC USE ONLY (1) LOCKBOX #979089 SECTION A - Payer Information (2) PAYER NAME (if paying by credit card, enter name exactly as it appears on your card) (3) TOTAL AMOUNT PAID (dollars and cents) KTBS, Inc. $270.00 (4) STREET ADDRESS LINE NO. 1 312 E. Kings Highway (5) STREET ADDRESS LINE NO. 2 (6) CITY (7) STATE (8) ZIP CODE Shreveport LA 71104 (9) DAYTIME TELEPHONE NUMBER (INCLUDING AREA CODE) (10) COUNTRY CODE (IF NOT IN U.S.A.) 318-8615800 US FCC REGISTRATION NUMBER (FRN) AND TAX IDENTIFICATION NUMBER (TIN) REQUIRED (11) PAYER (FRN) (12) FCC USE ONLY 0004550984 IF PAYER NAME AND THE APPLICANT NAME ARE DIFFERENT, COMPLETE SECTION B IF MORE THAN ONE APPLICANT, USE CONTINUATION SHEETS (FORM 159-C) (13) APPLICANT NAME KTBS, INC. (14) STREET ADDRESS LINE NO. 1 P.O. BOX 44227 (15) STREET ADDRESS LINE NO. 2 312 E. KINGS HIGHWAY (16) CITY (17) STATE (18) ZIP CODE SHREVEPORT LA 71104- (19) DAYTIME TELEPHONE NUMBER (INCLUDING AREA CODE) (20) COUNTRY CODE (IF NOT IN U.S.A.) 3188615800 USA FCC REGISTRATION NUMBER (FRN) AND TAX IDENTIFICATION NUMBER (TIN) REQUIRED (21) APPLICANT (FRN) (22) FCC USE ONLY 0004550984 COMPLETE SECTION C FOR EACH SERVICE, IF MORE BOXES ARE NEEDED, USE CONTINUATION SHEET (23A) FCC Call Sign/Other ID (24A) Payment Type Code(PTC) (25A) Quantity KPXJ MDT 1 (26A) Fee Due for (PTC) (27A) Total Fee FCC Use Only $135.00 $135.00 (28A) FCC CODE 1 (29A) FCC CODE 2 81507 CDBS20101028ABA (23B) FCC Call Sign/Other ID (24B) Payment Type Code(PTC) (25B) Quantity KTBS-TV MDT 1 (26B) Fee Due for (PTC) (27B) Total Fee FCC Use Only $135.00 $135.00 (28B) FCC CODE 1 (29B) FCC CODE 2 35652 CDBS20101028AAZ 1 of 2 10/28/2010 4:10 PM

FCC:Success:Form 159 - PRINTABLE VERSION https://pay.fcc.gov/ElectronicForm159/success_159_html/printed159_suc... 2 of 2 10/28/2010 4:10 PM

CDBS Print https://licensing.fcc.gov/cgi-bin/ws.exe/prod/cdbs/forms/prod/cdbsmenu.h... Federal Communications Commission Approved by OMB FOR FCC USE ONLY Washington, D.C. 20554 3060-0009 (June 2002) FCC 316 FOR COMMISSION USE ONLY APPLICATION FOR CONSENT TO ASSIGN FILE NO. BROADCAST STATION CONSTRUCTION PERMIT OR - 20101028AAZ LICENSE OR TO TRANSFER CONTROL OF ENTITY HOLDING BROADCAST STATION CONSTRUCTION PERMIT OR LICENSE Read INSTRUCTIONS Before Filling Out Form Section I - General Information 1. Legal Name of the Licensee/Permittee KTBS, INC. Mailing Address P.O. BOX 44227 312 E. KINGS HIGHWAY City State or Country (if foreign address) Zip Code SHREVEPORT LA 71104 - Telephone Number (include area E-Mail Address (if available) code) 3188615800 FCC Registration Number: Call Sign Facility ID Number 0004550984 KTBS-TV 35652 2. Contact Representative (if other than licensee/permittee) Firm or Company Name JAMES P. RILEY FLETCHER, HEALD & HILDRETH, P.L.C. Mailing Address 1300 N. 17TH ST. 11TH FLOOR City State or Country (if foreign address) ZIP Code ARLINGTON VA 22209 - 3801 Telephone Number (include area code) E-Mail Address (if available) 7038120400 RILEY@FHHLAW.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. a. Voluntary Assignment or Transfer of Involuntary Assignment or Transfer of Control 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] 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. 1 of 6 10/28/2010 4:11 PM

CDBS Print https://licensing.fcc.gov/cgi-bin/ws.exe/prod/cdbs/forms/prod/cdbsmenu.h... Section II - Assignor/Transferor 1. Certification. Assignor/Transferor certifies that it has answered each question in this application Yes No 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. 2. Application for (check Consent to Assign Construction Permit Consent to Transfer Control of one): Permittee Consent to Assign License Consent to Transfer Control of Licensee Amendment to pending application 3. Legal Name of the Assignor/Transferor KTBS, INC. Mailing Address PO BOX 44227 City State or Country (if foreign address) Zip Code SHREVEPORT LA 71104 - Telephone Number (include area code) E-Mail Address (if available) 3188615800 4. Contact Representative (if other than Assignor/Transferor) Firm or Company Name JAMES P. RILEY FLETCHER, HEALD & HILDRETH, PLC Mailing Address 1300 N. 17TH STREET 11TH FLOOR City State or Country (if foreign address) Zip Code ARLINGTON VA 22209 - Telephone Number (include area code) E-Mail Address (if available) 7038120400 RILEY@FHHLAW.COM If more than one Transferor, submit the information requested in Questions 3 and 4 for each transferor. [Exhibit 3] 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 Call Sign or Construction Permit File Number City State Number 35652 KTBS-TV - SHREVEPORT LA Facility ID Call Sign or Construction Permit File Number City State Number 81507 KPXJ - MINDEN LA 6. Agreements for Sale/Transfer of Station. Yes No a. If the transaction is voluntary, Assignor/Transferor certifies that: N/A 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); [Exhibit 4] 2 of 6 10/28/2010 4:11 PM

CDBS Print https://licensing.fcc.gov/cgi-bin/ws.exe/prod/cdbs/forms/prod/cdbsmenu.h... 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. Yes No b. If the transaction is involuntary, the Assignor/Transferor certifies that court orders or other N/A 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 [Exhibit 5] documents. Exhibit Required 7. Character Issues. Assignor/Transferor certifies that neither licensee/permittee nor any party to the Yes No 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 See Explanation in resolved adversely against the applicant or any party to the application; or [Exhibit 6] b. any pending broadcast application in which character issues have been raised. 8. Adverse Findings. Assignor/Transferor certifies that, with respect to the assignor/transferor and each Yes No 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 See Explanation in any law related to any of the following: any felony; mass media-related antitrust or unfair competition; [Exhibit 7] fraudulent statements to another governmental unit; or discrimination. 9. Anti-Drug Abuse Act Certification. Assignor/transferor certifies that neither licensee/permittee nor Yes No 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. 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 Typed or Printed Title of Person Signing EDWIN N. WRAY, JR. PRESIDENT Signature Date 10/26/2010 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 Yes No 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. 2. Legal Name of the Assignee/Transferee KTBS, LLC Mailing Address P.O. BOX 44227 City State or Country (if foreign address) Zip Code SHREVEPORT LA 71104 - Telephone Number (include area code) E-Mail Address (if available) 3188615800 3 of 6 10/28/2010 4:11 PM

CDBS Print https://licensing.fcc.gov/cgi-bin/ws.exe/prod/cdbs/forms/prod/cdbsmenu.h... 3. Contact Representative (if other than Assignee/Transferee) Firm or Company Name JAMES P. RILEY FLETCHER, HEALD & HILDRETH, PLC Mailing Address 1300 N. 17TH STREET 11TH FLOOR City State or Country (if foreign address) Zip Code ARLINGTON VA 22209 - Telephone Number (include area code) E-Mail Address (if available) 7038120400 RILEY@FHHLAW.COM If more than one Transferee, submit the information requested in Questions 2 and 3 for each transferee. [Exhibit 8] 4. Agreements for Sale/Transfer of Station. Assignee/Transferee certifies that: Yes No a. the written agreements in the licensee/permittee's public inspection file embody the complete and [Exhibit 9] final agreement for the sale or transfer of the station(s); and b. these agreements comply fully with the Commission's rules and policies. 5. Changes in interests as a result of assignment/transfer. a. [Enter Changes in Interests Information] or [Exhibit 10] b. Applicant certifies that equity interests not set forth above are non-attributable. Yes No N/A [Exhibit 11] 6. Other Authorizations. List call signs, locations, and facility identifiers of all other broadcast stations N/A in which assignee/transferee or any party to the application has an attributable interest. [Exhibit 12] 7. Acquisition of Control. List the file number and date of grant of FCC Form 301, 314, or 315 N/A 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 [Exhibit 13] a result of the grant of this application. 8. Character Issues. Assignee/Transferee certifies that neither assignee/transferee nor any party to the Yes No 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 See Explanation in were resolved adversely against the applicant or any party to the application; or [Exhibit 14] b. any pending broadcast application in which character issues have been raised. 9. Adverse Findings. Assignee/Transferee certifies that, with respect to the assignee/transferee and each Yes No 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 See Explanation in any law related to any of the following: any felony; mass media-related antitrust or unfair competition; [Exhibit 15] fraudulent statements to another governmental unit; or discrimination. 10. Alien Ownership and Control. Assignee/Transferee certifies that it complies with the provisions of Yes No Section 310 of the Communications Act of 1934, as amended, relating to interests of aliens and foreign governments. See Explanation in [Exhibit 16] 11. Anti-Drug Abuse Act Certification. Assignor/transferor certifies that neither licensee/permittee nor Yes No 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. 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 4 of 6 10/28/2010 4:11 PM

CDBS Print https://licensing.fcc.gov/cgi-bin/ws.exe/prod/cdbs/forms/prod/cdbsmenu.h... Communications Act of 1934, as amended.) Typed or Printed Name of Person Signing Typed or Printed Title of Person Signing EDWIN N. WRAY, JR. MANAGER Signature Date 10/26/2010 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 2 Description: USE OF FCC FORM 316 THE INSTANT APPLICATION REQUESTS FCC CONSENT FOR THE LICENSEE'S CONVERSION FROM A LOUISIANA CORPORATION INTO A LOUISIANA LIMITED LIABILITY COMPANY. UNDER LOUISIANA LAW, THE CHANGE IN ORGANIZATIONAL FORM IS REGARDED AS CONVERSION OF THE FORM OF THE ENTITY AND NOT A TERMINATION OF THE ENTITY. THE CONVERTED ENTITY CONTINUES ITS EXISTENCE AND THE PROCESS OF CONVERSION ITSELF DOES NOT ALTER THE OWNERSHIP INTERESTS OF THE EQUITY HOLDERS OF THE CONVERTED ENTITY. AS THIS REPRESENTS A CORPORATE REORGANIZATION WHICH INVOLVES NO SUBSTANTIAL CHANGE IN THE BENEFICIAL OWNERSHIP OF THE CORPORATION, USE OF FCC FORM 316 IS APPROPRIATE. Attachment 2 Exhibit 4 Description: AGREEMENTS THE LICENSEE HAS ATTACHED THE APPLICATION FOR CONVERSION, AS FILED WITH THE OFFICE OF THE SECRETARY OF STATE FOR THE STATE OF LOUISIANA. THE APPLICATION FOR CONVERSION PROVIDES FOR THE CONVERSION OF THE LICENSEE FROM A LOUISIANA CORPORATION TO A LOUISIANA LIMITED LIABILITY COMPANY. UNDER LOUISIANA STATE LAW, THE CONVERSION OF THE LICENSEE CHANGED THE ORGANIZATIONAL FORM OF THE LICENSEE BUT DID NOT CHANGE THE OWNERSHIP OR TERMINATE THE EXISTENCE OF THE LICENSEE. THE APPLICATION FOR CONVERSION WAS FILED ON DECEMBER 31, 2009, WITH AN EFFECTIVE DATE OF DECEMBER 31, 2009. BECAUSE THE CONVERSION WAS UNDERTAKEN FOR TAX PURPOSES AND DID NOT CHANGE THE OWNERSHIP OF THE LICENSEE, THROUGH INADVERTENCE THE LICENSEE DID NOT FILE A FORM 316 PRO FORMA APPLICATION. THE LICENSEE REGRETS THIS OVERSIGHT AND IS FILING THE INSTANT APPLICATION TO BRING THE COMMISSION'S RECORDS UP TO DATE. Attachment 4 Description Louisiana Conversion Application Exhibit 9 Description: AGREEMENTS SEE EXHIBIT 4. Attachment 9 5 of 6 10/28/2010 4:11 PM

CDBS Print https://licensing.fcc.gov/cgi-bin/ws.exe/prod/cdbs/forms/prod/cdbsmenu.h... Exhibit 10 Description: CHANGES IN INTERESTS PLEASE SEE ATTACHED EXHIBIT. Attachment 10 Description Changes in Interests Exhibit 13 Description: ACQUISITION OF CONTROL THE FCC MOST RECENTLY REVIEWED AND APPROVED THE QUALIFICATIONS OF THE PARTIES HOLDING A MAJORITY OF THE ATTRIBUTABLE INTERESTS IN THE COMPANY IN FCC FILE NO. BALCT-20081230AFW, GRANTED JULY 30, 2009. IN THAT APPLICATION, THE FCC REVIEWED AND APPROVED THE COMMON OWNERSHIP OF KTBS-TV, SHREVEPORT, LOUISIANA, AND KPXJ(TV), SHREVEPORT, LOUISIANA BY KTBS, INC. AS DESCRIBED IN THAT APPLICATION, NO SINGLE PERSON OR ENTITY HELD A MAJORITY INTEREST IN THE COMPANY. THREE OF ATTRIBUTABLE PARTIES COLLECTIVELY HELD OVER SIXTY PERCENT (60%) OF THE SHARES OF THE COMPANY. AS DEMONSTRATED IN EXHIBIT 10 TO THE INSTANT APPLICATION, THE SAME THREE PARTIES (LOIS WRAY ROWE, EDWIN N. WRAY, JR., AND BETTY WRAY ANDERSON (TRUSTEE OF THE WRAY PROPERTIES TRUST)) CONTINUE TO CONTROL OVER SIXTY PERCENT (60%) OF THE OWNERSHIP OF THE COMPANY. EACH OF THESE PARTIES CONTROLS THEIR INTERESTS INDEPENDENTLY AND THERE ARE NO VOTING AGREEMENTS BETWEEN THE THREE PARTIES. THE FCC REVIEWED AND APPROVED THE QUALIFICATIONS OF THESE SAME THREE PARTIES IN THE COMPANY'S 1992 LONG FORM TRANSFER OF CONTROL APPLICATION (FCC FILE NO. BTCCT-19920608KF, GRANTED AUGUST 14, 1992). AS DESCRIBED IN THAT 1992 APPLICATION, NO SINGLE PERSON OR ENTITY HELD A MAJORITY INTEREST IN THE COMPANY. FROM THAT TIME TO THE PRESENT, OWNERSHIP INTERESTS IN THE COMPANY HAVE BEEN TRANSFERRED BETWEEN VARIOUS MEMBERS OF THE WRAY FAMILY OR THEIR DESIGNEES (PRINCIPALLY BY INHERITANCE) SUCH THAT THE PERCENTAGES HELD BY THE PARTIES REVIEWED AND APPROVED IN THE 1992 APPLICATION HAVE CHANGED OVER TIME. HOWEVER, NO SINGLE PERSON OR ENTITY HAS EVER HELD A MAJORITY OF THE OWNERSHIP INTERESTS AND AT LEAST 60 PERCENT HAS REMAINED IN THE CONTROL OF PARTIES REVIEWED AND APPROVED BY THE FCC IN THE 1992 APPLICATION. AS NOTED ABOVE, THE CONVERSION OF THE COMPANY FROM A LOUISIANA CORPORATION TO A LOUISIANA LIMITED LIABILITY COMPANY DID NOT CHANGE THE BENEFICIAL OWNERSHIP OF THE COMPANY. CERTAIN OF THE ATTRIBUTABLE PARTIES DISCLOSED IN THIS APPLICATION HELD PRE-EXISTING INTERESTS IN THE COMPANY THAT WERE PREVIOUSLY CONSIDERED NON-ATTRIBUTABLE UNDER THE FCC'S RULES BECAUSE THEY HELD LESS THAN FIVE PERCENT (5%) OF THE STOCK OF KTBS, INC. UPON THE CONVERSION OF THE COMPANY INTO A LIMITED LIABILITY COMPANY, THESE PARTIES BECAME ATTRIBUTABLE UNDER THE FCCS RULES, ALTHOUGH THEIR PROPORTIONATE OWNERSHIP INTERESTS IN THE COMPANY DID NOT CHANGE AS A RESULT OF THE CONVERSION. EACH OF THESE NEWLY ATTRIBUTABLE MEMBERS HOLDS LESS THAN FOUR PERCENT (4%) OF THE OWNERSHIP OF THE COMPANY. ONE MEMBER OF THE COMPANY, WHICH HOLDS A FOUR POINT TWO PERCENT (4.2%) INTEREST, ELECTED TO BECOME A NON-ATTRIBUTABLE INSULATED LIMITED LIABILITY COMPANY MEMBER UNDER THE TERMS OF THE COMPANY'S OPERATING AGREEMENT AND IN ACCORDANCE WITH THE FCCS RULES. Attachment 13 6 of 6 10/28/2010 4:11 PM

Yap Barbenne SECRETARY OF STATE a copy of a Conversion Application of KTBS INC. Organized under the laws of Louisiana, Converting the corporation to a limited liability company, and changing the name to KTBS LLC Was filed and recorded in this Office on December 31, 2009, with an effective date of December 31, 2009. STATE OF LOUISIANA PARISH Of CADDOQ / ooprmen Ga Loftin 1 heraby.certify this to be a ful and true copy of an 2268069 C * arigihal instrument fed in my offite on/the date and hou? addo PaflS Clel’k of Court and under the Registry Number stafiped hereon to be recarded in the Mort04g® .eothie— 0171172010 03:46 pm Civen under my. hand and seat of affige on said figte of filing. DEPUTY CLERK & OCfQFICIO RECOROER In testimony whereof, 1 have hereunto set my hand and caused the Seal of my Office to be affixed at the City of Baton Rouge on, January 6, 2010 \MM Certificate ID; 10034559#20051 To validate this certificate, visit the following web site, go to Commercial Division, Certificate Validation, then follow the instructions displayed. ‘%”W Mfi www.sos.louisiana.gov PA 19801870K Page 1 of 1 on 1/6/2010 8:46:19 AM

Yap Barbenne SECRETARY OF STATE the attached document(s) of KTBS LLC are true and correct and are filed in the Louisiana Secretary of State‘s Office. ' 40083061 Conversion (Corp./ 12/31/2009 4 pages In testimony whereof, | have hereunto set my hand and caused the Seal of my Office to be affixed at the City of Baton Rouge on, January 6, 2010 12oi Certificate ID: 10084560#1NJ51 .. /P To validate this certificate, visit the following PW[‘(/W ”/ Hlate web site, go to Commercial Division, PA 19801870K Certificate Validation, then follow the instructions displayed. www.sos. louisiana.gov Page 1 of 1 on 1/6/2010 8:45:21 AM

Dec 30 2009 9:17 Dec. 30. 2009 9: 064M MMOW No. 3381 P. 3 APFLICATION FOR CONVERSION OrF KXIBS INC. TO KTBS This Application for Conversion sets forth the following statutorilysequired information: & The names of the converting entity und the converted entity: (a) The sams of the converting in: KTBS Inc. (b) ‘The name of the convested is: KTBS LLC @ ‘The resulting converted entity is a Louisiana limited lisbifity company. ) The converting entity shall continue its existence in the organizational form oftho oonverted entity. (@ The manner and basis ofconvertingthe ownership intarests ofthe converting eatity into limited lnbility company mexabership intereats ofthe converted oatity are: Each one (1%) percentofno par value common shares ofstock in the converting eutity whail bo oxchanged for one (1%) percent membership interest of the comverted. pntity. (5) The conversion has been anthorized and approved fully inaccordzace with La. RS. 12:1603. (6) This conversion shail be Sled, and decmed effective, ax ofmidnight, Docember 31, 2009, euch that the converted entity initially shall be recognized as of Janusry 1, 2010, and the last day in the corporate organizational form of the converting ontity shall be December 31, 2009. ) The following information, as required in the Asticles of Organization of the converted entity, herewith is provided:

Dec 30 2009 9:13 Dec. 30. 2009 9:068M MMOY No. 3381 9. ABRTICLEL NAME The name ofthis limited Gability company shall be: KTBS LLC ARTICLE IL RURPOSK Thislinitedlishilitycompany is authorizedto engage inanybrorfulactivity forwhichlimited. liability companies may be formed under Louisiana lew, ARTICLE DL MANAGEMENT The affsirs of this Lmited Fiability compmay shall be managed by a menager. The initial manager of this limited lisbility company is Edwia N. Wray. The authority of the manager to bind this lmited lisbility comepany, and all other maltora pertaining to the operations of thix limited Tisbilitycompany, mayrely upon a certificatesignedby EdwinN. Wny to oxtablish the membership of any member, the suthority of imy menager, the authenticity ofanyrecords ofthe limited lisbility company, or the authority ofanypermon to act on behalfofthe limited lishility company including, but not Ennited to, the authorityto take actions referred to in Lonisiana Revieed Statutes 12:1318(B). ARTICLE IV. MANAGER The manager and the members shall not be personally liable or bear any responsibility whatsoover for sny ofthe debts, obligations, or liabilities ofthis limited Hability company. ARTICLE V. MEMBERS/MANAGERS No manager or member shall be held personally liable for monctary damages for breach of may duty provided in La, RS. 12:1714. Bach manager shall be indemmified for judgments, sctilemants, panalties, fines, or exponass incarred becaise be oy she is or was a manager. However, this limitation in liahility shall not anplytn the lisbility for the amount ofa Guaupin| benefitreceived Page 2 of 4 Pages

Dec 30 2009 9:13 Dec. 30. 2009 9: 064M MMOW No. 3381 P. 5 an a result ofan intentional violation of a crioxinal lew. This Article is inteoded to provide the full lraoltetion of Hebility and indenmunification for nnanagers allowed under La. R.S. 12:1315 and any * successor provisions. Should La, RS. 12;1315, or any successor provision, be amended to provide additional limitations in lisbility or indemmification, to the extent allowed by law this indemnification and limitation in Bability shall be constmued to provids such additionsl protection, Annci.z vL purATiON This existeace of this Emited liability company shall be perpetual. 7. Afttuched heroto is the initlel report of the converted entity, KTBS Inc. my, 2M11. D) Edwin N. Wray, Predident Page 3 of" 4 Poges

Dec 30 2009 9:13 Dec. 30. 2009 9: 064M MMOW No. 3381 P. 6 INITTIAL RXFrORT or AIBSLLC This Initlal Report ofKTBS LLC, signed by Rdwin N. Wray in his capecity as Manuger of the Limited Lisbility Company, and the person who signed the Application for Conversion t his then capscity as President of KTBS Inc., is as follows: L. Locstion andmunicipal sddress of the lnited liability compaay‘s registered office; 312 E. Kings Hwy. Shroveport, LA 71104 2. Full nare xod municipal address of each registered agent: Edwin N. Wray 312 B. Kings Hwy. Shxeveport, LA 71104 Sherrie McCailie 312 B. Kings Hwy. Shreveport, LA 71104 3. The registared agents ofthe limited lisbilitycompanyy are the same petsans who serve as the registered agents of the converted company, KTBS Inc. M-;;l;mmiwmdbdmmmmmcmmcwdmmicipd addrcan ofthe manager are us ows: Edwin N. Wray 312 R. Kings Bwy. Shreveport, LA 71104 This Initial Report is exacuted on tldu%ofDecember, 2009, EL0m Bawin N. Wray Page 4 of 4 Pages

Exhibit 10 Changes in Interests as a Result of Assignment As described in Exhibit 2 hereto, the instant application covers the conversion of the licensee from a Louisiana corporation to a Louisiana limited liability company. As stated in the Application for Conversion filed with the State of Louisiana (attached to this application at Exhibit 4): “Each one (1%) percent of no par value common shares of stock in the converting entity shall be exchanged for one (1%) percent membership interest of the converted entity.” Thus, the process of conversion itself does not result in any change in the ultimate ownership or control of the licenses. As described in Exhibit 13 to this application, the FCC previously reviewed and approved the qualifications of the parties that collectively hold a majority of the interests in the company (See FCC File No. BALCT-20081230AFW, granted July 30, 2009, and FCC File No. BTCCT- 19920608KF, granted August 14, 1992). Certain of the attributable parties disclosed in this application, however, were previously considered non-attributable under the FCC's rules because they held less than five percent (5%) of the stock of KTBS, Inc. Upon the conversion of the company into a limited liability company, these parties became attributable under the FCC’s rules, although their proportionate ownership interests in the company did not change as a result of the conversion. Each of these newly attributable members (designated with an asterisk below) holds less than four percent (4%) of the ownership of the company and they collectively own less than fourteen percent (14%) of the company. One member of the company, which holds a four point two percent (4.2%) interest, elected to become a non-attributable insulated limited liability company member under the terms of the company's operating agreement and in accordance with the FCC's rules. The ownership interests of each of the attributable owners of the company immediately before and immediately after the assignment are set forth below. Changes in Interests as a Result of Assignment/Transfer Names and Citizenship Interest Held Addresses of Any Before Assignment After Assignment Party to Percentage Percentage Percentage Percentage Application Vote Total Assets Vote Total Assets Holding an Attributable Interest LOIS WRAY US 20.9 20.9 20.9 20.9 ROWE, P.O. BOX 44227. SHREVEPORT, LA 71104 {00226178-1 }

Names and Citizenship Interest Held Addresses of Any Before Assignment After Assignment Party to Percentage Percentage Percentage Percentage Application Vote Total Assets Vote Total Assets Holding an Attributable Interest EDWIN N. US 21.5 21.5 21.5 21.5 WRAY, JR., P.O. BOX 44227, SHREVEPORT, LA 71104 WRAY US 26.4 26.4 26.4 26.4 PROPERTIES TRUST, BETTY WRAY ANDERSON, TRUSTEE, P.O. BOX 44227, SHREVEPORT, LA 71104 ESTATE OF US 13.2 13.2 13.2 13.2 GEORGE D. WRAY (GERALDINE S. WRAY, EXECUTOR), P.O. BOX 44227, SHREVEPORT, LA 71104 GERALDINE S. US 0 0 0 0 WRAY (EXECUTOR), P.O. BOX 44227, SHREVEPORT, LA 71104 BETTY WRAY US 0 0 0 0 ANDERSON (TRUSTEE), P.O. BOX 44227, SHREVEPORT, LA 71104 {00226178-1 }

Names and Citizenship Interest Held Addresses of Any Before Assignment After Assignment Party to Percentage Percentage Percentage Percentage Application Vote Total Assets Vote Total Assets Holding an Attributable Interest JENNIFER US 2.4 2.4 2.4 2.4 WRAY BALDWIN*, 301 RIVERCREST, FT. WORTH, TX 76107 JOHN DAVID US 2.4 2.4 2.4 2.4 WRAY*, 110 PATRICK PLACE, STEPHENS CITY, VA 22655 LAUREN WRAY US 1.8 1.8 1.8 1.8 OSTENDORFF, 7143 EAST RIDGE DRIVE, SHREVEPORT, LA 71160 WILLIAM K US 3.3 3.3 3.3 3.3 ROWE, III*, 7523 CAMELBACK DRIVE, SHREVEPORT, LA 71106 KIRBY ROWE, US 0.7 0.7 0.7 0.7 JR.*, 1046 NORTH POINT CIRCLE, SHREVEPORT, LA 71115 DAVID ROWE*, US 3.3 3.3 3.3 3.3 1340 FOREST CREEK DRIVE, SHREVEPORT, LA 71115 *Previously non-attributable stockholder, now attributable LLC member. {00226178-1 }

As noted above, the conversion of the company did not result in an change in the proportionate ownership of the company. After the completion of the conversion of the company into a limited liability company, however, the ownership interests held by the Estate of George Wray were fully distributed to the beneficiaries of the Estate. As the Estate held just thirteen point two percent (13.2%) of the ownership interests in the company and the distribution of the interests did not result in any party gaining or losing de facto or de jure control of the company, this distribution itself does not constitute a change in ownership or control requiring prior consent. Nevertheless, in the interest of keeping the Commission’s records completely up- to-date, the complete and current attributable ownership of the company is set forth below. Names and Addresses of Any Citizenship Percentage Percentage Party to Application Holding an Vote Total Assets Attributable Interest WRAY PROPERTIES TRUST, US 26.4 26.4 BETTY WRAY ANDERSON, TRUSTEE, P.O. BOX 44227, SHREVEPORT, LA 71104 LOIS WRAY ROWE, US 20.9 20.9 P.O. BOX 44227. SHREVEPORT, LA 71104 EDWIN N. WRAY, US 21.5 21.5 JR., P.O. BOX 44227, SHREVEPORT, LA 71104 GERALDINE S. US 6.6 6.6 WRAY, P.O. BOX 44227, SHREVEPORT, LA 71104 BETTY WRAY US 0 0 ANDERSON (TRUSTEE), P.O. BOX 44227, SHREVEPORT, LA 71104 JENNIFER WRAY BALDWIN, US 2.4 2.4 301 RIVERCREST, FT. WORTH, TX 76107 JOHN DAVID WRAY, US 2.4 2.4 110 PATRICK PLACE, STEPHENS CITY, VA 22655 {00226178-1 }

Names and Addresses of Any Citizenship Percentage Percentage Party to Application Holding an Vote Total Assets Attributable Interest LAUREN WRAY US 1.8 1.8 OSTENDORFF, 7143 EAST RIDGE DRIVE, SHREVEPORT, LA 71160 WILLIAM K ROWE, III, US 3.3 3.3 7523 CAMELBACK DRIVE, SHREVEPORT, LA 71106 KIRBY ROWE, JR., US 0.7 0.7 1046 NORTH POINT CIRCLE, SHREVEPORT, LA 71115 DAVID ROWE, US 3.3 3.3 1340 FOREST CREEK DRIVE, SHREVEPORT, LA 71115 MARY VIRGINIA WRAY US 2.2 2.2 HILL, 4401 GLEN IRIS BLVD., SHREVEPORT, LA 71106 DEANIE WRAY US 2.2 2.2 GALLOWAY, 562 HUNTER RUND, BOSSIER CITY, LA 71111 NANCY WRAY ARMISTEAD, US 2.2 2.2 1800 BRENTWOOD DRIVE, MOUNTAIN HOME, AR 72653 {00226178-1 }


Document Created: 2010-11-09 15:37:00
Document Modified: 2010-11-09 15:37:00
© 2024 FCC.report
This site is not affiliated with or endorsed by the FCC