Federal Communications Commission
Washington, D.C. 20554
Approved by OMB
3060-0031 (Octorber 2012)
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 - 20131018AFY
Section I - General Information
1. Legal Name of the Licensee/Permittee
SMITH MEDIA LICENSE HOLDINGS, LLC
Mailing Address
1215 COLE STREET

City
ST. LOUIS
State or Country (if foreign address)
MO
Zip Code
63106 -
Telephone Number (include area code)
3148537736
E-Mail Address (if available)
FCC Registration Number:
0011432796
Call Sign
WKTV
Facility ID Number
60654
2. Contact Representative (if other than licensee/permittee)
ROBERT J. FOLLIARD, III
Firm or Company Name
DOW LOHNES PLLC
Mailing Address
1200 NEW HAMPSHIRE AVE., NW
SUITE 800

City
WASHINGTON
State or Country (if foreign address)
DC
ZIP Code
20036 -
Telephone Number (include area code)
2027762000

E-Mail Address (if available)
RFOLLIARD@DOWLOHNES.COM
3. Legal Name of the Assignee
WKTV, LLC
Mailing Address
1843 WEST WESLEY ROAD

City
ATLANTA
State or Country (if foreign address)
GA
ZIP Code
30327 -
Telephone Number (include area code)
4045839200
E-Mail Address (if available)
4. Contact Representative (if other than assignee)
FRANK R. JAZZO. ESQ.
Firm or Company Name
FLETCHER, HEALD & HILDRETH, PLC
Mailing Address
1300 NORTH 17TH STREET
11TH FLOOR
City
ARLINGTON
State or Country (if foreign address)
VA
Zip Code
22209 -
Telephone Number (include area code)
7038120400

E-Mail Address (if available)
JAZZO@FHHLAW.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
60654 WKTV
-
UTICA NY


 
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
IAN GUTHRIE
Typed or Printed Title of Person Signing
VICE PRESIDENT, CFO AND TREASURER
Signature
Date
10/17/2013
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]

4a. Parties to the Application

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.
(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).
(1) Name and Address (2) Citizenship (3) Positional Interest (4) Percentage of Votes (5) Percentage of total assets(debt plus equity)
WKTV, LLC, 1843 WEST WESLEY ROAD, ATLANTA, GA 30327
US
ASSIGNEE
100
100

(1) Name and Address (2) Citizenship (3) Positional Interest (4) Percentage of Votes (5) Percentage of total assets(debt plus equity)
HEARTLAND MEDIA, LLC, 1843 WEST WESLEY ROAD, ATLANTA, GA 30327
US
SOLE MEMBER OF ASSIGNEE
100
100

(1) Name and Address (2) Citizenship (3) Positional Interest (4) Percentage of Votes (5) Percentage of total assets(debt plus equity)
ROBERT S. PRATHER, JR., 1843 WEST WESLEY ROAD, ATLANTA, GA 30327
US
MANAGING MEMBER OF HEARTLAND MEDIA, LLC
100
51


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 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
ROBERT S. PRATHER, JR.
Typed or Printed Title of Person Signing
MANAGING MEMBER OF THE SOLE MEMBER
Signature
Date
10/18/2013

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 5
Description:
AGREEMENTS

A COPY OF THE ASSET PURCHASE AGREEMENT ('APA') ASSOCIATED WITH THE PROPOSED ASSIGNMENT OF LICENSE IS ATTACHED HERETO. NOT ALL OF THE SCHEDULES AND EXHIBITS TO THE APA HAVE BEEN INCLUDED. THE EXCLUDED APA SCHEDULES AND EXHIBITS ARE AS FOLLOWS:

SCHEDULE 1.1(A) FCC LICENSES AND ASRS CURRENTLY IN EFFECT
SCHEDULE 1.1(B) TANGIBLE PERSONAL PROPERTY USED IN OPERATION OF STATION
SCHEDULE 1.1(C) REAL PROPERTY
SCHEDULE 2.4(A) SAMPLE STATEMENT
SCHEDULE 4.3 VALIDITY OF CONTEMPLATED TRANSACTIONS; RESTRICTIONS
SCHEDULE 4.5 FINANCIAL STATEMENTS
SCHEDULE 4.7 MATERIAL ADVERSE CHANGES
SCHEDULE 4.8 TAX MATTERS
SCHEDULE 4.9 TITLE TO ASSETS; ENCUMBRANCES; CONDITION
SCHEDULE 4.10(A) REAL PROPERTY AND INCOME LEASES
SCHEDULE 4.11(A) PERSONAL PROPERTY WITH VALUE IN EXCESS OF $25,000
SCHEDULE 4.11(B) PERSONAL PROPERTY LEASES
SCHEDULE 4.12 REGISTERED STATION INTELLECTUAL PROPERTY
SCHEDULE 4.15 INSURANCE POLICIES
SCHEDULE 4.16 BONDS, LETTERS OF CREDIT, AND GUARANTEES
SCHEDULE 4.17(A) COMPLIANCE WITH LAW
SCHEDULE 4.17(B) PENDING FCC LICENSE ACTIONS
SCHEDULE 4.18 ENVIRONMENTAL
SCHEDULE 4.19 LITIGATION AND CLAIMS
SCHEDULE 4.20(A) EMPLOYEE BENEFIT PLANS
SCHEDULE 4.20(B) EMPLOYEE BENEFIT PLAN LIABILITIES
SCHEDULE 4.20(C) SEVERANCE BENEFITS OF EMPLOYEE BENEFIT PLANS
SCHEDULE 4.20(D) INCREASED PAYMENTS INCURRED BY CONSUMMATION OF TRANSACTIONS
SCHEDULE 4.20(E) BENEFITS TO RETIRED OR TERMINATED EMPLOYEES
SCHEDULE 4.21(A)(I) MATERIAL CONTRACTS AFFECTING OR RELATING TO OWNED PROPERTY
SCHEDULE 4.21(A)(II) LEASED PERSONAL PROPERTY
SCHEDULE 4.21(A)(III) OUTSTANDING CONTRACTS FOR ACQUISITION OR SALE OF GOODS, ASSETS AND SERVICES
SCHEDULE 4.21 (A)(IV) OUTSTANDING CONTRACTS FOR ACQUISITION OF CAPITAL ASSETS
SCHEDULE 4.21(A)(V) EMPLOYMENT CONTRACTS
SCHEDULE 4.21(A)(VI) CONTRACTS WITH AGENTS, BROKERS AND SALES REPRESENTATIVES OF SELLER
SCHEDULE 4.21(A)(VII) POWERS OF ATTORNEY
SCHEDULE 4.21(A)(VIII) PROGRAMMING AND NETWORK AFFILIATION AGREEMENTS
SCHEDULE 4.21(A)(IX) BARTER AND TRADE AGREEMENTS
SCHEDULE 4.21(A)(X) STATION INTELLECTUAL PROPERTY AGREEMENTS
SCHEDULE 4.21(A)(XI) OTHER CONTRACTS
SCHEDULE 4.21(B) CONTRACTS NOT DELIVERED OR MADE AVAILABLE TO BUYER
SCHEDULE 4.21 RETRANSMISSION AGREEMENTS
SCHEDULE 4.22(A) EMPLOYEES
SCHEDULE 4.22(B) PENALTIES OR SEVERANCE OBLIGATIONS OF EMPLOYMENT CONTRACTS
SCHEDULE 4.22(C) LABOR DISPUTES; STRIKES; WORK STOPPAGES
SCHEDULE 4.22(D) COLLECTIVE BARGAINING AGREEMENTS
SCHEDULE 4.22(E) LABOR RELATIONS CLAIMS
SCHEDULE 4.23 INTERESTED TRANSACTIONS
SCHEDULE 7.1(D) REQUIRED CONSENTS AND APPROVALS
SCHEDULE 9.2(A) SPECIFIC INDEMNITIES
SCHEDULE 12(A) OTHER EXCLUDED ASSETS
SCHEDULE 13.2 BROKERS
EXHIBIT 2.3 ESCROW AGREEMENT
EXHIBIT 6.8(A) SELLER SEVERANCE BENEFIT SUMMARY
EXHIBIT 6.12 NON-COMPETITION AGREEMENT
EXHIBIT 8.1(B) SELLER CORPORATE OPINION

THE APA 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 Agreeement


Exhibit 6
Description:
OTHER AUTHORIZATIONS

CERTAIN INDIVIDUALS WITH AN ATTRIBUTABLE INTEREST IN SMITH MEDIA LICENSE HOLDINGS, LLC ALSO HOLD AN ATTRIBUTABLE INTEREST IN BACKYARD BROADCASTING WILLIAMSPORT LICENSEE, LLC, WHICH IS THE LICENSEE OF THE FOLLOWING RADIO STATIONS AND ASSOCIATED FM TRANSLATOR STATION:

WBZD-FM, MUNCY, PA (FAC ID 72793)
WCXR(FM), LEWISBURG, PA (FAC ID 15187)
WILQ(FM), WILLIAMSPORT, PA (FAC ID 52192)
WLMY(FM), WILLIAMSPORT, PA (FAC ID 3633
WWPA(AM), WILLIAMSPORT, PA (FAC ID 58315)
WZXR(FM), SOUTH WILLIAMSPORT, PA (FAC ID 61180)
W267BJ, WILLIAMSPORT, PA (FAC ID 106674)


Attachment 6


Exhibit 13
Description:
AGREEMENTS FOR SALE

PLEASE SEE EXHIBIT 5.

Attachment 13