NPP FCC Exhibit No

Home , KBNN, KBUC, KESO, KGRN, KGWY, KHHL

UNITED STATES OF AMERICA FEDERAL COMMUNICATIONS COMMISSION WASHINGTON, D.C. 20554 (FOR CHIEF, AUDIO DIVISION, MEDIA BUREAU)

DATE: 09/14/2009

FROM: BORDER MEDIA PARTNERS, LLC CONSENT TO ASSIGNMENT:

X CONSENT TO TRANSFER: TO: BORDER MEDIA BUSINESS TRUST

Licensee/Permittee: BMP RGV LICENSE COMPANY, L.P. (for transfer only)

CALL FACILITY AUXILIARY CLASS SIGN ID FILE# STATION LOCATION STATIONS FM KESO 36650 BTCH-20090724ABC SOUTH PADRE ISLAND, TX ALL CURRENTLY FM KBUC 18654 BTCH-20090724ABD RAYMONDVILLE, TX AUTHORIZED FM KJAV 51957 BTCH-20090724ABE ALAMO, TX AUXILIARY AM KSOX 18653 BTC-20090724ABF RAYMONDVILLE, TX STATIONS AM KURV 70463 BTC-20090724ABG EDINBURG, TX AM KVJY 64629 BTC-20090724ABH PHARR, TX FM KZSP 56473 BTCH-20090724ABI SOUTH PADRE ISLAND, TX

Under authority of the Communications Act of 1934, as amended, the consent of the Federal Communications Commission is hereby granted to the transaction indicated above.

The Commission's consent to the above is based on the representations made by the applicants that the statements contained in, or made in connection with, the application are true and that the undertakings of the parties upon which this transaction is authorized will be carried out in good faith.

The actual consummation of voluntary transactions shall be completed within 90 days from the date hereof, and notice in letter form thereof shall promptly be furnished to the Commission by the seller or buyer showing the date the acts necessary to effect the transaction were completed. Upon furnishing the Commission with such written notice, this transaction will be considered completed for all purposes related to the above described station(s).

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Federal Communications Commission Approved by OMB FOR FCC USE ONLY Washington, D.C. 20554 3060-0032 (June 2010) FCC 315 APPLICATION FOR CONSENT TO TRANSFER FOR COMMISSION USE ONLY FILE NO. CONTROL OF ENTITY HOLDING BROADCAST BTCH - 20090724ABC STATION CONSTRUCTION PERMIT OR LICENSE

Read INSTRUCTIONS Before Filling Out Form Section I - General Information 1. Legal Name of the Licensee/Permittee BMP RGV LICENSE COMPANY, L.P. Mailing Address 8750 NORTH CENTRAL EXPRESSWAY SUITE 650 City State or Country (if foreign address) Zip Code DALLAS TX 75231 - Telephone Number (include area E-Mail Address (if available) code) 2146922000 FCC Registration Number: Call Sign Facility ID Number 0009820309 KESO 36650 2. Contact Representative (if other than licensee/permittee) Firm or Company Name FRANCISCO R. MONTERO, ESQ. FLETCHER, HEALD & HILDRETH, P.L.C. Mailing Address 1300 NORTH 17 ST. 11TH FLOOR City State or Country (if foreign address) ZIP Code ARLINGTON VA 22209 - Telephone Number (include area E-Mail Address (if available) code) [email protected] 7038120400 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. Purpose of Application: Transfer of control of licensee Transfer of control of permitte 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 [Exhibit 1] portions of the pending application that are being revised.

5. Were any of the authorizations that are the subject of this application obtained through the Yes No 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. [Exhibit 2]

6. a. Were any of the authorizations that are the subject of this application obtained through the Yes No Commission's point system for reserved channel noncommercial educational stations (see 47

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C.F.R. Sections 73.7001 and 73.7003)?

b. If yes to 6(a), have all such stations operated for at least 4 years with a minimum operating Yes No schedule since grant pursuant to the point system?

If no, list pertinent authorizations in an Exhibit and include in the Exhibit a showing that the [Exhibit 3] transaction is consistent with the holding period requirements of 47 C.F.R. Section 73.7005 (a). c. LPFM Licenses Only: Has the licensor held the station license and operated the station for at Yes No least three years? N/A

7. a. Were any of the authorizations that are the subject of this application obtained after award of Yes No a dispositive Section 307(b) preference using the Tribal Priority, or through the Tribal Priority as applied before the NCE fair distribution analysis set forth in 47 C.F.R. § 73.7002 (b)?

b. If yes to 7(a), have all such stations operated for at least 4 years with a minimum operating Yes No schedule since grant?

c. If no to 7(b), are both the assignor/transferor and assignee/transferee either (1) a federally recognized Native American tribe or Alaska Native village (a "Tribe") or consortium of Tribes, (2) an enrolled member of a Tribe, or (3) an entity 70 percent or more owned or Yes No controlled by a Tribe or Tribes, or enrolled member(s) of a Tribe or Tribes, and are the qualifying Tribe or Tribes in factors (1), (2), or (3) occupying tribal lands, portions of which are covered by at least 50 percent of the stations' principal community contours?

If no, list pertinent authorizations in an Exhibit and include in the Exhibit a showing that the [Exhibit 4] transaction is consistent with the established Tribal Priority holding period restrictions, or that the policy should be waived.

Section II - Transferor(s)

1. Certification. Transferor(s) certify that it (they) have answered each question in this Yes No application based on its (their) review of the application instructions and worksheets. Transferor (s) further certify that where it (they) have made an affirmative certification below, this certification constitutes its (their) 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 Transferor BORDER MEDIA PARTNERS, LLC Mailing Address 8750 NORTH CENTRAL EXPRESSWAY SUITE 650 City State or Country (if foreign address) Zip Code DALLAS TX 75231 - Telephone Number (include area code) E-Mail Address (if available) 2146146696 3. Contact Representative (if other than transferor) Firm or Company Name FRANCISCO R. MONTERO, ESQ. FLETCHER, HEALD & HILDRETH, P.L.C. Mailing Address 1300 NORTH 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)

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7038120400 [email protected] If more than one transferor, submit the information requested in questions 2 and 3 for each [Exhibit 5] transferor. 4. Changes in interests as a result of transfer.

[Enter Changes in Interests Information]

Changes in Interests as a Result of Transfer

(A) NAMES AND (B) INTEREST HELD ADDRESSES OF ANY CITIZENSHIP (C) BEFORE TRANSFER OR (D) AFTER TRANSFER OR PARTY TO APPLICATION ASSIGNMENT ASSIGNMENT HOLDING AN (1) Percentage Votes (2) Percentage Total (1) Percentage Votes (2) Percentage Total ATTRIBUTABLE Assets (Equity plus Assets (Equity plus INTEREST Debt) Debt) W. LAWRENCE PATRICK, US 0 0 100 0 TRUSTEE, 6805 DOUGLAS LEGUM DRIVE, SUITE 100, ELKRIDGE, MD 21075

(A) NAMES AND (B) INTEREST HELD ADDRESSES OF ANY CITIZENSHIP (C) BEFORE TRANSFER OR (D) AFTER TRANSFER OR PARTY TO APPLICATION ASSIGNMENT ASSIGNMENT HOLDING AN (1) Percentage Votes (2) Percentage Total (1) Percentage Votes (2) Percentage Total ATTRIBUTABLE Assets (Equity plus Assets (Equity plus INTEREST Debt) Debt) BORDER MEDIA US 0 0 0 100 BUSINESS TRUST, 6805 DOUGLAS LEGUM DRIVE, SUITE 100, ELKRIDGE, MD 21075

(A) NAMES AND (B) INTEREST HELD ADDRESSES OF ANY CITIZENSHIP (C) BEFORE TRANSFER OR (D) AFTER TRANSFER OR PARTY TO APPLICATION ASSIGNMENT ASSIGNMENT HOLDING AN (1) Percentage Votes (2) Percentage Total (1) Percentage Votes (2) Percentage Total ATTRIBUTABLE Assets (Equity plus Assets (Equity plus INTEREST Debt) Debt) BORDER MEDIA US 100 100 0 0 PARTNERS, LLC, 8750 NORTH CENTRAL EXPRESSWAY, SUITE 650, DALLAS, TX 75231

or [Exhibit 6]

Typed or Printed Name of Person Signing Typed or Printed Title of Person Signing JOAN LEONARD SENIOR V.P./CONTROLLER Signature Date

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07/24/2009 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 - Licensee/Permittee

1. Certification. Licensee/permittee certifies that it has answered each question in this Yes No 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. 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 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 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 56473 KZSP - SOUTH TX PADRE ISLAND

Facility ID Call Sign or Construction Permit File Number City State Number 64629 KVJY - PHARR TX

Facility ID Call Sign or Construction Permit File Number City State Number 70463 KURV - EDINBURG TX

Facility ID Call Sign or Construction Permit File Number City State Number 18653 KSOX - RAYMONDVILLE TX

Facility ID Call Sign or Construction Permit File Number City State Number 51957 KJAV - ALAMO TX

Facility ID Call Sign or Construction Permit File Number City State Number

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36650 KESO - SOUTH TX PADRE ISLAND

Facility ID Call Sign or Construction Permit File Number City State Number 18654 KBUC - RAYMONDVILLE TX

3. Agreements to Transfer Control of Station. Licensee/permittee certifies that: Yes No a. it has placed in its public inspection file(s) and submitted an an exhibit to this item copies of all agreements to transfer control of the station(s); See Explanation in b. these documents embody the complete and final understanding between transferor(s) and [Exhibit 7] transferee(s); and c. these agreements comply fully with the Commission's rules and policies. Exhibit Required 4. Other Authorizations. List call signs, locations and facility identifiers of all other broadcast N/A stations in which licensee/permittee or any party to the application has an attributable interest. [Exhibit 8] 5. Character Issues. Licensee/permittee certifies that neither licensee/permittee nor any party to Yes No 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 See Explanation in were resolved adversely against the applicant or any party to the application; or [Exhibit 9] b. any pending broadcast application in which character issues have been raised. 6. Adverse Findings. Licensee/permittee certifies that, with respect to the licensee/permittee and Yes No 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 See Explanation in antitrust or unfair competition; fraudulent statements to another governmental unit; or [Exhibit 10] discrimination. 7. Local Public Notice. Licensee/permittee certifies that it has or will comply with the public Yes No notice requirements of 47 C.F.R. Section 73.3580. 8. Auction Authorization. Licensee/permittee certifies that more than five years have passed Yes No 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. N/A

See Explanation in [Exhibit 11] 9. Anti-Drug Abuse Act Certification. Licensee/permittee certifies that neither Yes No 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. 10. Anti-Discrimination Certification. Licensee/permittee certifies that neither licensee/permittee Yes No 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 N/A commercially operated AM, FM, TV, Class A TV or international broadcast stations. See Explanation in [Exhibit 12]

Typed or Printed Name of Person Signing Typed or Printed Title of Person Signing JOAN LEONARD SENIOR V.P./CONTROLLER Signature Date

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Section IV - Transferee(s)

1. Certification. Transferee(s) certify that it (they) have answered each question in this Yes No application based on its (their) review of the application instructions and worksheets. Transferee(s) further certify that where it (they) have made an affirmative certification below, this certification constitutes its (their) 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 Transferee(s) BORDER MEDIA BUSINESS TRUST Mailing Address 6805 DOUGLAS LEGUM DRIVE SUITE 100 City State or Country (if foreign address) Zip Code ELKRIDGE MD 21075 - Telephone Number (include area code) E-Mail Address (if available) 4107991740 [email protected] 3. Contact Representative (if other than transferee) Firm or Company Name DAWN M. SCIARRINO, ESQ. SCIARRINO & SHUBERT, PLLC Mailing Address 5425 TREE LINE DRIVE

City State or Country (if foreign address) Zip Code CENTREVILLE VA 20120 - Telephone Number (include area code) E-Mail Address (if available) 2023509658 [email protected] If more than one transferee, submit the information requested in questions 2 and 3 for each [Exhibit 13] transferee. 4. Nature of Applicant. Each transferee 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 transferee in an Exhibit. [Exhibit 14] 5. Agreements to Transfer Control of Station. Transferee certifies that: Yes No a. the written agreements in the licensee/permittee's public inspection file and submitted to [Exhibit 15] the Commission embody the complete and final agreement to transfer control of the station(s) specified in Section III, question 2; and b. these agreements comply fully with the Commission's rules and policies. 6. Parties to the Application. a. List each transferee, 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 any transferee, 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.

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

6a. Parties to the Application

List each transferee, 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 any transferee, 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 transferee and each party to the application holding an attributable interest (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 transferee 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 (equity plus debt). (1) Name and Address (2) Citizenship (3) Positional (4) Percentage (5) Percentage Interest of Votes of total assets (equity plus debt). BORDER MEDIA BUSINESS TRUST, 6805 DOUGLAS US TRUST 0 100 LEGUM DRIVE, SUITE 100, ELKRIDGE, MD 21075

(1) Name and Address (2) Citizenship (3) Positional (4) Percentage (5) Percentage Interest of Votes of total assets (equity plus debt). W. LAWRENCE PATRICK, TRUSTEE, 6805 DOUGLAS US TRUSTEE 100 0 LEGUM DRIVE, SUITE 100, ELKRIDGE, MD 21075

b. Applicant certifies that equity interests not set forth above are non-attributable. Yes No

N/A

See Explanation in [Exhibit 17] 7. Other Authorizations. List call signs, locations, and facility identifiers of all other broadcast N/A stations in which transferee or any party to the application has an attributable interest. [Exhibit 18] 8. Multiple Ownership. a. Is the transferee or any party to the application the holder of an attributable radio joint sales Yes No agreement or an attributable radio or television time brokerage agreement for the subject station(s) or any other stations in the same market as the station(s) subject to this

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application? [Exhibit 19]

If "Yes," radio applicants must submit as an Exhibit a copy of each such agreement for radio stations. b. Transferee certifies that the proposed transfer complies with the Commission's multiple Yes No ownership rules and cross-ownership rules.

AM and/or FM Radio Applicants only: If "Yes," submit an Exhibit providing [Exhibit 20] 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. c. Transferee certifies that the proposed transfer: Yes No 1. does not present an issue under the Commission's policies relating to media interests of See Explanation in immediate family members; 2. complies with the Commission's policies relating to future ownership interests; and [Exhibit 21] 3. complies with the Commission's restrictions relating to the insulation and nonparticipation of non-party investors and creditors. d. Does the Transferee claim status as an "eligible entity," that is, an entity that qualifies as a Yes No 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 See Explanation in corporation or partnership that will own the media outlet; or (2) 15 percent or more of the [Exhibit 22] 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. e. Does this transfer include a grand-fathered cluster of stations? Yes No 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: A. An Eligible Entity (as defined in Item 8d, above). Yes No B. An Irrevocable Trust that will transfer the station(s) to an Eligible Entity. Yes No All applicants: If "Yes" to Item 8e A or B: Submit as an Exhibit a copy of the form of See Explanation in irrevocable trust agreement providing for the transfer of the station(s) to an Eligible Entity. [Exhibit 23] 9. Character Issues. Transferee certifies that neither transferee nor any party to the application Yes No 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 24] b. any pending broadcast application in which character issues have been raised. 10. Adverse Findings. Transferee certifies that, with respect to the transferee and each party to the Yes No 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 See Explanation in of any law related to any of the following: any felony; mass media-related antitrust or unfair [Exhibit 25] competition; fraudulent statements to another governmental unit; or discrimination. 11. Alien Ownership and Control. 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.

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See Explanation in [Exhibit 26] 12. Financial Qualifications. Transferee certifies that sufficient net liquid assets are on hand or are Yes No available from committed sources to consummate the transaction and operate the station(s) for three months. See Explanation in [Exhibit 27] 13. Program Service Certification. Transferee certifies that it is cognizant of and will comply Yes No 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. 14. Auction Authorization. Transferee certifies that where less than five years have passed since Yes No 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. N/A

See Explanation in [Exhibit 28] 15. Anti-Drug Abuse Act Certification. Licensee/permittee certifies that neither Yes No 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. 16. EEO. Does the applicant propose to employ five or more full-time employees? Yes No

If the answer is Yes, the applicant must include an EEO program called for in the separate Model EEO Program Report ( FCC Form 396-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 Typed or Printed Title of Person Signing W. LAWRENCE PATRICK TRUSTEE Signature Date 07/24/2009

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 6 Description: DESCRIPTION OF PROPOSED CHANGES.

THROUGH THIS TRANSACTION, BORDER MEDIA PARTNERS, LLC, THE ULTIMATE PARENT OF THE LICENSEE SEEKS COMMISSION APPROVAL TO TRANSFER ITS 100 PERCENT CONTROL OF THE LICENSEE, THROUGH ITS 100 PERCENT OWNERSHIP AND CONTROL OF THE LICENSEE L.P.'S GENERAL AND LIMITED PARTNERS, TO BORDER MEDIA BUSINESS TRUST.

ONLY THE TOP-LEVEL ULTIMATE PARENT ENTITY WOULD CHANGE. THE REST OF THE OWNERSHIP STRUCTURE WOULD REMAIN THE SAME, AS ILLUSTRATED IN THE ATTACHED FLOW CHARTS.

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Attachment 6 Description Ownership Chart

Exhibit 7 Description: AGREEMENTS FOR TRANSFER OF CONTROL

PLEASE SEE ATTACHED.

Attachment 7 Description Agreements for Transfer of Control

Exhibit 8 Description: OTHER AUTHORIZATIONS

BMP LIM PAR, LLC AND BMP GEN PAR, LLC, WHICH HOLD ALL VOTING AND EQUITY INTERESTS IN THE LICENSEE, HAVE ATTRIBUTABLE INTERESTS IN THE FOLLOWING:

BMP AUSTIN LICENSE COMPANY, L.P., LICENSEE OF: KFON(AM) (FACILITY ID NO.41211), AUSTIN, TX; KHHL(FM) (FACILITY ID NO. 59982), LEANDER, TX; KXBT(FM)(FACILITY ID NO. 40762), DRIPPING SPRINGS,TX KXXS (FM)(FACILITY ID NO. 19223), ELGIN, TX;

BMP SAN ANTONIO LICENSE COMPANY, L.P., LICENSEE OF: KLEY-FM (FACILITY ID NO. 55414), JOURDANTON, TEXAS; KSAH(AM) (FACILITY ID NO. 23072) , UNIVERSAL CITY, TEXAS; KRIO-FM (FACILITY ID NO. 83596), PEARSALL, TEXAS; KRIO-FM1 (FACILITY ID NO. 161921), PEARSALL, TEXAS (BOOSTER STATION); KZDC(AM) (FACILITY ID NO. 65330), SAN ANTONIO, TEXAS; KTFM(FM) (FACILITY ID NO. 2543), FLORESVILLE, TEXAS; KTSA(AM) (FACILITY ID NO. 71087), SAN ANTONIO, TEXAS; KJXK(FM) (FACILITY ID NO. 71086), SAN ANTONIO, TEXAS. AND THE PROPOSED ASSIGNEE OF KTXX(FM) (FACILITY ID NO. 78984), KARNES CITY, TEXAS (FCC FILE NO. BALH-20090318ABN)

BMP 100.5 FM, L.P., LICENSEE OF STATIONS: KBDR(FM) (FACILITY ID NO. 906), MIRANDO CITY, TEXAS; KBDR-FM1 (FACILITY ID NO. 907), LAREDO, TEXAS (BOOSTER STATION); KLNT(AM) (FACILITY ID NO. 42149), LAREDO, TEXAS; KNEX(FM) (FACILITY ID NO. 42148), LAREDO, TEXAS; AND KNEX-LP FACILITY ID NO. 40244), LAREDO, TEXAS.

BMP RGV LICENSE COMPANY, L.P., LICENSEE OF RADIO STATIONS: KBUC(FM)(FACILITY ID NO. 18654), RAYMONDVILLE, TEXAS; KSOX(AM)(FACILITY ID NO. 18653), RAYMONDVILLE, TEXAS; KURV(AM)(FACILITY ID NO. 70463), EDINBURG, TEXAS; KESO(FM)(FACILITY ID NO. 36650), SOUTH PADRE ISLAND, TEXAS; KZSP(FM)(FACILITY ID NO. 56473), SOUTH PADRE ISLAND, TEXAS; KVJY(AM)(FACILITY ID NO. 64629), PHARR, TEXAS; AND KJAV(FM)(FACILITY ID NO. 51957), ALAMO, TEXAS.

BMP WACO LICENSE COMPANY, L.P., LICENSEE OF: KWOW(FM)(FACILITY ID NO. 6449), CLIFTON, TEXAS.

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THE RESPONDENT ALSO HAS ATTRIBUTABLE INTERESTS, ARISING FROM A LOCAL MARKETING AGREEMENT, IN KQUR(FM) (FACILITY ID NO. 6430), LAREDO, TEXAS.

Attachment 8

Exhibit 14 Description: NATURE OF APPLICANT

THE TRANSFEREE IS A TRUST.

Attachment 14

Exhibit 15 Description: AGREEMENTS TO TRANSFER CONTROL OF STATIONS

SEE EXHIBIT 6.

Attachment 15

Exhibit 18 Description: OTHER AUTHORIZATIONS

THE ATTRIBUTABLE INTERESTS OF W. LAWRENCE PATRICK, TRUSTEE OF THE BORDER MEDIA BUSINESS TRUST, ARE ATTACHED HERETO. APPLICATIONS FOR THE TRANSFER OF CONTROL OF THE INTERMEDIATE PARENT COMPANIES OF LICENSEES BMP AUSTIN LICENSE COMPANY, L.P., BMP SAN ANTONIO LICENSE COMPANY, L.P., BMP RGV LICENSE COMPANY, L.P., BMP WACO LICENSE COMPANY, L.P, AND BMP 100.5 FM, L.P FROM BORDER MEDIA PARTNERS, LLC TO THE BORDER MEDIA BUSINESS TRUST, W. LAWRENCE PATRICK, TRUSTEE, ARE BEING FILED SIMULTANEOUSLY WITH THE COMMISSION. SEE EXHIBIT 7 FOR A LISTING OF STATIONS LICENSED TO THESE COMPANIES.

Attachment 18 Description Other Broadcast Interests

Exhibit 20 Description: MULTIPLE OWNERSHIP COMPLIANCE

THE PROPOSED TRANSFER OF CONTROL SEEKS TRANSFER OF THE PARENT COMPANIES OF THE LICENSEES OF EXISTING STATION GROUPS THAT ARE COMPLIANT WITH THE COMMISSION'S MULTIPLE OWNERSHIP RULES TO THE BORDER MEDIA BUSINESS TRUST, W. LAWRENCE PATRICK, TRUSTEE. NEITHER THE BORDER MEDIA BUSINESS TRUST NOR W. LAWRENCE PATRICK, TRUSTEE, HOLD ANY ATTRIBUTABLE INTERESTS IN THE MARKETS SUBJECT TO THE APPLICATIONS FOR TRANSFER OF CONTROL TO THE BORDER MEDIA BUSINESS TRUST. THE BORDER MEDIA BUSINESS TRUST HOLDS NO ATTRIBUTABLE INTERESTS. SEE EXHIBIT 17. THE ATTRIBUTABLE INTERESTS OF W. LAWRENCE PATRICK ARE DISCLOSED IN EXHIBIT 17 HERETO.

Attachment 20

Exhibit 26 Description: ALIEN OWNERSHIP AND CONTROL

THE BORDER MEDIA BUSINESS TRUST, WHICH WILL HOLD 100% OF THE EQUITY (0% VOTING INTEREST)

https://licensing.fcc.gov/cgi-bin/ws.exe/prod/cdbs/forms/prod/cdbsmenu.hts?context=25&a... 4/8/2011 CDBS Print Page 12 of 12

OF THE PARENT COMPANIES OF THE LICENSEE, IS A TRUST WHICH WILL BE FORMED UNDER THE LAWS OF THE STATE OF DELAWARE. W. LAWRENCE PATRICK, TRUSTEE, WHO WILL HOLD 100% OF THE VOTING INTERESTS IN THE BORDER MEDIA BUSINESS TRUST, IS A US CITIZEN.

Attachment 26

https://licensing.fcc.gov/cgi-bin/ws.exe/prod/cdbs/forms/prod/cdbsmenu.hts?context=25&a... 4/8/2011 OWNERSHIP STRUCTURE – FLOW CHART Pre-Transfer of Control

BORDER MEDIA PARTNERS, LLC

Ultimate Parent Company

100 Percent 100 Percent

BMP Gen Par, LLC BMP Lim Par, LLC

Intermediate Parent Company Intermediate Parent Company

100 Percent Voting 99 Percent Equity 1 Percent Equity

BMP LICENSEES*

______

* The “BMP Licensees”are:

BMP Austin License Company, L.P., BMP San Antonio License Company, L.P., BMP RGV License Company, L.P., BMP Waco License Company, L.P, and BMP 100.5 FM, L.P.

______

{00083964-3 } OWNERSHIP STRUCTURE – FLOW CHART Post-Transfer of Control

Border Media Business Trust (100% Equity/0% Voting)

W. Lawrence Patrick, Trustee (0% Equity/100% Voting)

100 Percent 100 Percent

BMP Gen Par, LLC BMP Lim Par, LLC

Intermediate Parent Company Intermediate Parent Company

100 Percent Voting 99 Percent Equity 1 Percent Equity

BMP LICENSEES*

______

* The “BMP Licensees”are:

BMP Austin License Company, L.P., BMP San Antonio License Company, L.P., BMP RGV License Company, L.P., BMP Waco License Company, L.P, and BMP 100.5 FM, L.P.

______

{00083964-3 }

Exhibit 6

Upon receipt of FCC consent, Border Media Partners, LLC will transfer 100% of the ownership interests in the licensee’s intermediate parent companies currently held by Border Media Partners, LLC to the Border Media Business Trust, W. Lawrence Patrick, Trustee.

The attached Irrevocable Trust Agreement, which establishes the Border Media Business Trust , is made pursuant to and to effectuate that certain Forbearance Agreement and Eleventh Amendment to Amended and Restated Loan and Security Agreement, dated as of July 9, 2009, by and among Border Media Partners, LLC, a Delaware limited liability company and its Lenders, inter alia (the “Forbearance Agreement”). The Forbearance Agreement (along with its exhibits and schedules) is not attached to this application as it contains significant confidential, financial, competitively sensitive and proprietary information and the Irrevocable Trust Agreement addresses the operation and control of the Stations following the transfer of control.

The Forbearance Agreement and resulting transfers of control resolve Border Media Partners, LLC’s defaults under its loan agreements in an amicable manner and resolves the liquidity crisis affecting Border Media Partners, LLC. The Trust allows for access to capital to maintain the station operations and service to the stations’ communities and will ultimately allow for an orderly sale of the stations pursuant to prior FCC consent. For these reasons, the transfers of control present the best promise for minimal disruption to the operations of the affected stations and the services that those stations provide to their communities pending sale of the stations to unaffiliated third parties.

The Forbearance Agreement (and its relevant exhibits and schedules) will be made available to the Commission upon request. See LUJ, Inc., Memorandum Opinion and Order, 17 FCC Rcd 16980 (2002); Public Notice, DA 02‐2049 (rel. Aug. 22, 2002).

{00084629‐4 }

EXHIBIT B

FORM OF IRREVOCABLE TRUST AGREEMENT

THIS TRUST AGREEMENT (the “Trust Agreement”) is made and entered into on this [●] day of [●], 2009, by and among W. Lawrence Patrick (the “Trustee”), the Beneficiaries set forth on Exhibit A, as such Exhibit may be amended from time, and D.B. ZWIRN SPECIAL OPPORTUNITIES FUND, LLC, a Delaware limited liability company (the “Agent”).

RECITALS:

WHEREAS, the trust created hereby (the “Trust”) is created pursuant to, and to effectuate, Section 2 of that certain Forbearance Agreement and Eleventh Amendment to Amended and Restated Loan and Security Agreement, dated as of July 9, 2009, by and among BORDER MEDIA PARTNERS, LLC, a Delaware limited liability company (together with its successors and assigns, “Border”), each of Border’s subsidiaries identified on the signature pages thereof as a Borrower, each of Border’s subsidiaries identified on the signature pages thereof as a Guarantor, the Lenders identified on the signature pages thereof, those certain holders of the membership interests of Border identified on the signature pages thereof and Agent (as the same may be amended, restated, supplemented or otherwise modified, the “Forbearance Agreement”);

WHEREAS, pursuant to the Forbearance Agreement, the Lenders directed Border to transfer to the Trust all of Border’s right, title and interest in and to the Transferred Assets;

WHEREAS, the proposed transfer of control of the U.S. Stations to the Trustee is subject to the prior written consent of the FCC; and

WHEREAS, the Trust is being established for the purpose of (i) continuing the business currently conducted by Border, including the operation of the U.S. Stations, (ii) selling the Trust Assets, (iii) distributing Distributable Amounts in accordance herewith, (iv) otherwise holding, protecting and conserving the Trust Assets until such time as the Trust is terminated pursuant to Article VII hereof, and (v) assuring that the Trust’s acquisition and holding of the U.S. Stations will not result in the attribution, under the Rules and Regulations, of any direct or indirect interest in any of the U.S. Stations, or any other broadcast properties in which the Trust may now or hereafter hold an interest, to any Beneficiary or any of its parent corporations, affiliates or their stockholders;

NOW, THEREFORE, in consideration of the foregoing and the respective covenants and agreements set forth herein, the parties to this Trust Agreement, intending to be legally bound, agree as follows:

ARTICLE I. DEFINITIONS

LEGAL_US_W # 60854634.12 1.1 Certain Definitions: As used in this Trust Agreement, the following terms have the meanings set forth below, which meanings shall be applicable equally to the singular and plural of the terms defined:

“Act” means the Communications Act of 1934, as amended.

“Agent” has the meaning set forth in the Preamble.

“Aggregate Percentage Interest” means, with respect to each Beneficiary, such Beneficiary’s ownership percentage of the sum of the Class A Amounts and the Class B Amounts, as reflected on Exhibit A hereto.

“Beneficial Interests” means, collectively, the Class A Beneficial Interests and the Class B Beneficial Interests, and each individually, a “Beneficial Interest”.

“Beneficiary” means each Person who holds a Beneficial Interest in the Trust.

“Border” has the meaning set forth in the Recitals.

“Business Day” means any day except a Saturday, a Sunday or any day on which banks are generally not open for business in the City of New York, New York.

“Capital Account” means, with respect to a Beneficiary, the cash and the Capital Account Asset Value of property contributed by the Beneficiary to the Trust (net of any liability secured by contributed property that the Trust is considered to assume or take subject to under Code Section 752) plus the Beneficiary’s share of Profits, less (a) all distributions to and withdrawals by the Beneficiary (not including the repayment of Beneficiary loans and any interest thereon) and (b) the Beneficiary’s share of Losses. In the event of a distribution of property other than cash, the Capital Account of the distributee Beneficiary shall be charged with the Capital Account Asset Value of the distributed property (net of any liability secured by the distributed property that the Beneficiary is considered to assume or take subject to under Code Section 752). Upon the transfer of all or part of an interest hereunder, the Capital Account of the transferor Beneficiary that is attributable to the transferred interest shall carry over to the transferee Beneficiary. The foregoing provisions of this Section and the other provisions of this Trust Agreement relating to the maintenance of Capital Accounts are intended to comply with Tax Regulations Section 1.704-1(b), and shall be interpreted and applied in a manner consistent with such regulations. In the event that the Tax Matters Partner shall determine that it is prudent to modify the manner in which the Capital Accounts, or any debits or credits thereto (including without limitation, debits or credits relating to liabilities which are secured by contributed or distributed property or which are assumed by the Trust or any Beneficiary), are computed to comply with such regulations, the Tax Matters Partner may make such modification, provided that the modification is not likely to have a material effect on the amounts distributable to any Beneficiary pursuant to Article VI. The Tax Matters Partner also shall make (i) any adjustments necessary to maintain equality between the Capital Accounts of the Beneficiaries and the amount of Trust capital reflected on the Trust’s balance sheet, as computed for book purposes in

2 LEGAL_US_W # 60854634.12 accordance with Tax Regulations Section 1.704-1(b)(2)(iv)(q), and (ii) any appropriate modifications in the event that unanticipated events might otherwise cause this Trust Agreement not to comply with Tax Regulations Section 1.704-1(b). The initial Capital Account of each Beneficiary is reflected on Exhibit A hereto.

“Capital Contribution” or “Capital Contributions” means, with respect to any Beneficiary, the total amount of cash and the net fair market value of any property contributed to the Trust with respect to the Beneficial Interests held by such Beneficiary.

“Class A Amounts” means, with respect to the Class A Beneficial Interests held by the Class A Beneficiaries, an amount equal to $[●], reduced by all distributions by the Trust made in respect of such Class A Beneficial Interests pursuant to Section 6.5(c).1

“Class A Beneficial Interests” means the Beneficial Interests having the rights, preferences and obligations specified with respect to such Class A Beneficial Interests in this Trust Agreement.

“Class A Beneficiary” means a Beneficiary owning Class A Beneficial Interests.

“Class A Percentage Interest” means, with respect to each Class A Beneficiary, such Beneficiary’s ownership percentage of the Class A Amounts, as reflected on Exhibit A hereto.

“Class B Amounts” means, with respect to the Class B Beneficial Interests held by the Class B Beneficiaries, an amount equal to $[●], reduced by all distributions by the Trust made in respect of such Class B Beneficial Interests pursuant to Section 6.5(d).

“Class B Beneficial Interests” means the Beneficial Interests having the rights, preferences and obligations specified with respect to such Class B Beneficial Interests in this Trust Agreement.

“Class B Beneficiary” means a Beneficiary owning Class B Beneficial Interests.

“Class B Percentage Interest” means, with respect to each Class B Beneficiary, such Beneficiary’s ownership percentage of the Class B Amounts, as reflected on Exhibit A hereto.

“Closing” has the meaning set forth in Section 2.4.

“Code” means the Internal Revenue Code of 1986, as amended.

“Depreciation” means, for each Fiscal Year of the Trust or other period, an amount equal to the depreciation, amortization, or other cost recovery deduction allowable for federal income tax purpose with respect to an asset for such Fiscal Year or other period, except that if the Gross

1 Class A and Class B Amounts will be determined on the Transfer Date based on the final amount of the Restructured Debt determined under the Forbearance Agreement.

3 LEGAL_US_W # 60854634.12 Asset Value of an asset differs from its adjusted basis for federal income tax purposes at the beginning of such Fiscal Year or other period, Depreciation shall be an amount which bears the same ratio to such beginning Gross Asset Value as the Federal income tax depreciation, amortization, or other cost recovery deduction for such Fiscal Year or other period bears to such beginning adjusted tax basis.

“Distributable Amounts” means (i) any Sale Proceeds, (ii) any Excess Cash Accumulations, (iii) upon the sale or liquidation of all of the Trust Assets pursuant to this Trust Agreement in one or more transactions, all monies or other property (including any investments made by the Trustee pursuant to Section 4.3) held by the Trustee on behalf of the Trust and (iv) upon the termination of the Trust in accordance with Section 7.2, all monies held by the Trustee on behalf of the Trust.

“Distribution Event” means (i) the receipt by the Trustee of any Sale Proceeds, (ii) the receipt of (or determination by the Trustee that there exists at the time) any Excess Cash Accumulations, (iii) the sale or liquidation of substantially all of the Trust Assets pursuant to this Trust Agreement in one or more transactions, and (iv) the termination of the Trust in accordance with Section 7.2.

“Excess Cash Accumulations” means any monies (including any investments made by the Trustee pursuant to Section 4.3) held by the Trustee on behalf of the Trust in excess of $2,500,000. The receipt of (or determination by the Trustee that there exists at the time) any Excess Cash Accumulations shall be determined by the Trustee on a monthly basis following a review of the results of the operations of the Trust and its Subsidiaries and the Mexican Affiliates during the previous monthly accounting period.

“Exchange Act” means the Securities Exchange Act of 1934, as amended.

“FCC” means the United States Federal Communications Commission (or any successor agency, commission, bureau, department or political subdivision of the United States).

“Fiscal Year” means the tax year of the Trust ending on December 31.

“Forbearance Agreement” has the meaning set forth in the Recitals.

“Governmental Body” means any government, court, regulatory or administrative agency, commission or authority or other governmental or arbitral instrumentality, federal, state or local, domestic, foreign or multinational.

“Gross Asset Value” means, with respect to any asset owned by the Trust, the asset’s adjusted basis for Federal income tax purposes, except as follows:

(a) the initial Gross Asset Value of any asset contributed by a Beneficiary to the Trust shall be the gross fair market value of such asset at the time of contribution, as determined by the contributing Beneficiary and the Tax Matters Partner or, if they shall fail to

4 LEGAL_US_W # 60854634.12 agree, by two appraisers, one designated by the Tax Matters Partner and the other by such contributing Beneficiary;

(b) at the election of the Tax Matters Partner, the Gross Asset Value of each asset shall be adjusted to equal its respective gross fair market value, as determined by the Tax Matters Partner, as of the following times: (1) the acquisition of a Beneficial Interest or an additional Beneficial Interest by any new or existing Beneficiary in exchange for more than a de minimis Capital Contribution; (2) the distribution by the Trust to a Beneficiary, in connection with a sale by such Beneficiary of all or part of such Beneficiary’s Beneficial Interest, of more than a de minimis amount of property as consideration for a Beneficial Interest; and (3) the liquidation of the Trust within the meaning of Section 1.704-1(b)(2)(ii)(g) of the Tax Regulations; provided, however, that adjustments pursuant to clauses (1) and (2) above shall be proposed only if the Tax Matters Partner reasonably determines that such adjustments are necessary or appropriate to reflect the relative economic interests of the Beneficiaries in the Trust;

(c) the Gross Asset Value of any asset distributed to any Beneficiary shall be the gross fair market value of such asset on the date of distribution as determined by the Tax Matters Partner and such Beneficiary receiving such distribution or, if they shall fail to agree, by two appraisers, one designated by the Tax Matters Partner and the second designated by the Beneficiary receiving such distribution; and

(d) the Gross Asset Value of each asset shall be increased (or decreased) to reflect any adjustments to the adjusted basis of such asset pursuant to Section 734(b) or Section 743(b) of the Code, but only to the extent that such adjustment is taken into account in determining Capital Accounts pursuant to Section 1.704-1(b)(2)(iv)(m) of the Tax Regulations and Article IX hereof, provided, however, that Gross Asset Values shall not be adjusted pursuant to this clause (d) to the extent the Tax Matters Partner determines that an adjustment pursuant to clause (b) above is necessary or appropriate in connection with a transaction that would otherwise result in an adjustment pursuant to this clause (d).

If the Gross Asset Value of an asset has been determined or adjusted pursuant to clause (a), (b) or (d) above, such Gross Asset Value shall thereafter be adjusted by the Depreciation taken into account with respect to such asset for purposes of computing Profits and Losses.

“Lender Group” has the meaning set forth in the Forbearance Agreement.

“Lenders” has the meaning set forth in the Forbearance Agreement.

“Loan Agreement” means that that certain Amended and Restated Loan and Security Agreement, dated as of December 23, 2004, as amended by that certain First Amendment to Amended and Restated Loan and Security Agreement dated as of January 28, 2005, as amended by that certain Second Amendment to Amended and Restated Loan and Security Agreement dated as of March 31, 2005, as amended by that certain Third Amendment to Amended and Restated Loan and Security Agreement dated as of April 8, 2005, as amended by that certain

5 LEGAL_US_W # 60854634.12 Fourth Amendment to Amended and Restated Loan and Security Agreement dated as of August 2, 2005, as amended by that certain Fifth Amendment to Amended and Restated Loan and Security Agreement dated as of April 19, 2006, as amended by that certain Sixth Amendment to Amended and Restated Loan and Security Agreement dated as of November 28, 2006, as amended by that certain Seventh Amendment to Amended and Restated Loan and Security Agreement dated as of May 31, 2007, as amended by that certain Eighth Amendment to Amended and Restated Loan and Security Agreement dated as of December 21, 2007, as amended by that certain Ninth Amendment to Amended and Restated Loan and Security Agreement dated as of February 1, 2008 and as amended by that certain Tenth Amendment to Amended and Restated Loan and Security Agreement dated as of April 29, 2008 and as amended and further modified by the Forbearance Agreement (as may be further amended, restated, supplemented, or otherwise modified from time to time).

“Mexican Affiliates” has the meaning set forth in the Loan Agreement.

“Mexican Trust Assets” has the meaning set forth in the Forbearance Agreement.

“Partnership Minimum Gain” has the meaning specified in, and shall be determined in accordance with, Tax Regulations Section 1.704-2(d).

“Partner Nonrecourse Debt” has the meaning specified in Tax Regulations Section 1.704- 2(b)(4).

“Partner Nonrecourse Debt Minimum Gain” has the meaning specified in Tax Regulations Section 1.704-2(i)(3).

“Partner Nonrecourse Deductions” has the meaning specified in Tax Regulations Section 1.704-2(i)(2).

“Person” means any individual, corporation, partnership, joint venture, limited liability company, trust, Governmental Body or other organization or entity.

“Profits” and “Losses” means, for each Fiscal Year of the Trust or other period, an amount equal to the Trust’s taxable income or loss for such year or period, determined in accordance with Section 703(a) of the Code (for this purpose, all items of income, gain, loss, or deduction required to be stated separately pursuant to Section 703(a)(1) of the Code shall be included in taxable income or loss), with the following adjustments:

(a) any income of the Trust that is exempt from Federal income tax and not otherwise taken into account in computing Profits or Losses shall be added to such taxable income or loss;

(b) any expenditures of the Trust described in Section 705(a)(2)(B) of the Code or treated as Section 705(a)(2)(B) expenditures pursuant to Section 1.704-1(b)(2)(iv)(i) of the Tax Regulations and not otherwise taken into account in computing Profits or Losses, shall be subtracted from such taxable income or loss;

6 LEGAL_US_W # 60854634.12 (c) in the event the Gross Asset Value of any Trust asset is adjusted pursuant to clause (b) or (c) of the definition thereof, the amount of such adjustment shall be taken into account as gain or loss from the disposition of such asset for purposes of computing Profits or Losses;

(d) gain or loss resulting from any disposition of Trust property with respect to which gain or loss is recognized for Federal income tax purposes shall be computed by reference to the Gross Asset Value of the property disposed of, notwithstanding that the adjusted tax basis of such property differs from its Gross Asset Value;

(e) in lieu of the depreciation, amortization, and other cost recovery deductions taken into account in computing such taxable income or loss, there shall be taken into account Depreciation for such Fiscal Year or other period; and

(f) notwithstanding any other provisions hereof, any items which are specially allocated pursuant to Article IX hereof shall not be taken into account in computing Profits or Losses.

“Rules and Regulations” means the Act, the rules of the FCC as set forth in Title 47 of the Code of Federal Regulations, and such other policies of the FCC that apply to the U.S. Stations.

“Sale Agreement” has the meaning set forth in Section 6.2.

“Sale Proceeds” means any and all proceeds received by the Trust arising from the sale, assignment, conveyance or other disposition of any Trust Asset.

“Subsidiaries” means BMP Gen Par, LLC, BMP Lim Par, LLC, BMP San Antonio License Company, L.P., BMP 100.5 FM, L.P., BMP RGV License Company, L.P., BMP Austin License Company, L.P., BMP DFW License Company, L.P., BMP Waco License Company, L.P., BMP Radio, L.P., BMP San Antonio Asset Company, L.P., BMP Austin Asset Company, L.P., BMP DFW Asset Company, L.P., BMP Waco Asset Company, L.P., and Amigo Broadcasting L.P.

“Tax Matters Partner” has the meaning set forth in Section 9.5 hereof.

“Tax Regulations” means the Income Tax Regulations, including both Temporary and Proposed Regulations, promulgated under the Code, as such regulations may be amended from time to time (including corresponding provisions of succeeding regulations).

“Transfer” means, with respect to a Beneficiary, any direct or indirect transfer, sale, pledge, hypothecation, encumbrance, assignment or other disposition of any number of the Beneficial Interests of such Beneficiary or the entering into of a transaction or other arrangement by a Beneficiary or any of its direct or indirect equity holders, which has, or is intended to have, the effect of transferring any of the economic benefits and/or risks of the ownership of Beneficial

7 LEGAL_US_W # 60854634.12 Interests (whether voluntarily, involuntarily, by operation of law or otherwise). The terms “Transfer” and “Transferred” when used as verbs shall have their correlative meanings.

“Transfer Agreements” has the meaning set forth in the Forbearance Agreement.

“Transfer Date” has the meaning set forth in the Forbearance Agreement.

“Transferred Assets” means the U.S. Trust Assets, the Mexican Trust Assets and any other assets or properties held or owned by Border on the Transfer Date which have been transferred to the Trust pursuant to the Transfer Agreements.

“Trust” has the meaning set forth in the Recitals.

“Trust Agreement” has the meaning set forth in the Preamble.

“Trust Assets” means (i) the Transferred Assets; (ii) any additional assets assigned, transferred, conveyed or delivered to or acquired by the Trust or a Subsidiary subsequent to the Transfer Date (including any proceeds from the sale of any assets of the Trust prior to their distribution pursuant to this Trust Agreement); and (iii) all income or other proceeds at any time received by the Trustee in respect of any of the foregoing.

“Trust Expenses” means all reasonable costs, expenses and fees paid or incurred or to be incurred (as estimated by the Trustee) by the Trustee in the administration of the Trust or as contemplated pursuant to this Trust Agreement, including the compensation paid to and expenses incurred or to be incurred (as estimated by the Trustee) by the Trustee pursuant to Section 4.5, and the fees and expenses of the Trustee’s Professionals, all as provided for in this Trust Agreement; excluding any fees or other payments to any Beneficiary or member of the Lender Group or any of their respective affiliates pursuant to any agreement or other arrangement between such Beneficiary or member of the Lender Group or respective affiliate and the Trust not entered into or negotiated on an arm’s-length basis. For the avoidance of doubt, Trust Expenses shall not include any Lender Group Expenses (as such term is defined in the Loan Agreement) but shall include any reasonable and customary expenses incurred by the Trustee in connection with any sale, assignment, conveyance or disposition (including brokerage commissions) of any Trust Asset.

“Trust Note” has the meaning set forth in the Forbearance Agreement.

“Trustee” has the meaning set forth in the Preamble.

“Trustee’s Professionals” has the meaning set forth in Section 4.4.

“U.S. Stations” has the meaning set forth in the Forbearance Agreement.

“U.S. Trust Assets” has the meaning set forth in the Forbearance Agreement.

8 LEGAL_US_W # 60854634.12 ARTICLE II. ESTABLISHMENT OF TRUST

2.1 Effective Date. The effectiveness of this Trust Agreement is expressly contingent upon, and effective as of, the Closing.

2.2 Creation and Name. The Beneficiaries and the Trustee hereby establish this Trust, which shall be known as the “Border Media Business Trust”.

2.3 Purposes of Trust. This Trust is organized for the purpose of (i) continuing the business currently conducted by Border, including the operation of the U.S. Stations, (ii) selling the Trust Assets, (iii) distributing Distributable Amounts in accordance herewith, (iv) otherwise holding, protecting and conserving the Trust Assets until such time as the Trust is terminated pursuant to Article VII hereof, and (v) assuring that the Trust’s acquisition and holding of the U.S. Stations will not result in the attribution, under the Rules and Regulations, of any direct or indirect interest in any of the U.S. Stations, including any other broadcast properties in which the Trust may now or hereafter hold an interest, to any Beneficiary or any of its parent corporations, affiliates or their stockholders.

2.4 Trust Closing. On the Transfer Date, the Agent shall deliver to the Trustee the Transfer Agreements pursuant to the terms of the Forbearance Agreement and Trustee shall accept an assignment of the Transferred Assets (the “Closing”).2

2.5 Acceptance of Trustee. The Trustee hereby accepts the duties as trustee imposed on it by this Trust Agreement and agrees to observe and perform such duties, on and subject to the terms and conditions set forth herein. The Trustee shall retain possession of the Trust Assets only in accordance with the Rules and Regulations and subject to the terms and conditions set forth in this Trust Agreement.

ARTICLE III. BENEFICIARIES; BENEFICIAL INTERESTS

3.1 Authorization of Beneficial Interests. The Trust is authorized to issue the Beneficial Interests initially set forth on Exhibit A. No additional Beneficial Interests shall be authorized or issued without the prior written approval of each Beneficiary. Exhibit A contains the name of each Beneficiary and the number and class of each Beneficial Interest that has been issued to such Beneficiary. The Trustee shall amend Exhibit A from time to time as necessary to reflect accurately such information and, with respect to each Transfer permitted under this Trust Agreement, to record the date of such Transfer, the number and class of Beneficial Interests

2 Trust agreement to be revised during interim period, to the mutual satisfaction of the Trustee and the Agent, in order to permit the Trustee to acquire the Border assets through a wholly-owned subsidiary and to form additional wholly-owned subsidiaries for the purpose of acquiring other distressed radio broadcast assets (subject to prior FCC consent).

9 LEGAL_US_W # 60854634.12 Transferred and the identity of the Transferor and Transferee(s) of such Beneficial Interests. The Trustee shall not issue certificates representing the Beneficial Interests.

3.2 No Title to Trust Assets; No Voting Rights. The rights to a Beneficial Interest hereunder shall not entitle any Beneficiary to (a) any title in or to the Trust Assets as such (which title is vested in the Trustee), (b) any right to call for a partition or division of Trust Assets, or (c) any voting rights with respect to the administration of the Trust and the actions of the Trustee in connection therewith.

3.3 Transfers of Beneficial Interests. A Beneficiary may not Transfer Beneficial Interests, and the Trustee shall not register a Transfer of Beneficial Interests by any Beneficiary, unless:

(a) Such Transfer (i) is in compliance with applicable legal and regulatory requirements, (ii) is in compliance with requirements under federal and state securities laws, (iii) does not cause the Trust to be required to register the Beneficial Interests pursuant to Section 12(g)(i) of the Exchange Act, and (iv) would not result in the Trust or any Beneficiary having an attributable interest in the U.S. Stations under the Rules and Regulations; and

(b) The Trustee shall have received (i) a duly executed and acknowledged written instrument of Transfer, specifying the Beneficial Interests being transferred and setting forth the intention of the Beneficiary effecting the Transfer that the Transferee succeed to a portion or all of such Beneficiary’s Beneficial Interests in the Trust; (ii) the agreement in writing of the Transferee in such Transfer to comply with all of the terms and provisions of this Trust Agreement as a Beneficiary; and (iii) the Transferee’s W-8 or W-9, as applicable.

ARTICLE IV. GENERAL POWERS, RIGHTS AND OBLIGATIONS OF THE TRUSTEE

4.1 General Powers of the Trustee.

(a) The Trustee will have only the rights, powers and privileges to act on behalf of the Trust to the extent expressly provided in this Trust Agreement. Unless otherwise expressly limited or restricted by this Trust Agreement, so long as such actions are, in the Trustee’s reasonable judgment, necessary to manage the affairs of the Trust and safeguard the interests of the Beneficiaries, from the Transfer Date until the date that this Trust Agreement is terminated as provided herein, the right to control, operate and manage the Subsidiaries and the U.S. Stations (and, to the extent permitted by applicable law, the Mexican Affiliates) shall be solely vested in the Trustee and the Trustee shall conduct the operation of the Subsidiaries and the U.S. Stations (and, to the extent permitted by applicable law, the Mexican Affiliates) in the ordinary course of business with a view to maximizing the value to be received from the sale of the Trust Assets. Without limiting the generality of the foregoing, from the date hereof until the date that this Trust Agreement is terminated as provided herein, subject to the receipt of any required consent of the FCC, the Trustee shall or, as applicable, shall cause the Subsidiaries (and, to the extent permitted by applicable law, the Mexican Affiliates) to:

10 LEGAL_US_W # 60854634.12 (i) accept the Trust Assets transferred to the Trust;

(ii) hold legal title to any and all rights in or arising from the Trust Assets, including but not limited to, collecting and receiving any and all money and other property belonging to the Trust and the right to vote any claim or interest arising therefrom and receive any distribution thereon;

(iii) commence, prosecute or settle causes of action, enforce contracts, and assert claims, defenses, offsets and privileges;

(iv) protect and enforce the rights to the Trust Assets by any method deemed appropriate, including by judicial proceedings or pursuant to any applicable bankruptcy, insolvency, moratorium or similar law and general principles of equity;

(v) subject to Section 6.1, sell, convey, transfer, or assign the Trust Assets, or any part thereof or any interest therein, on such terms and for such consideration as the Trustee deems desirable or appropriate;

(vi) subject to Section 6.1, cause any Subsidiary (and, to the extent possible, any Mexican Affiliate) to sell all or substantially all its assets, on such terms and for such consideration as the Trustee deems desirable or appropriate;

(vii) apply or distribute Distributable Amounts in accordance with the terms of this Trust Agreement;

(viii) determine and satisfy any and all liabilities created, incurred or assumed by the Trust in the ordinary course of business, and pay all expenses and make all other payments relating to the Trust Assets required in the ordinary course of business;

(ix) comply with the terms and conditions of the Loan Agreement applicable to the Trustee, the Subsidiaries and the Mexican Affiliates;

(x) subject to Section 4.3, establish the funds, reserves and accounts within the Trust as deemed by the Trustee, in its discretion, to be useful in carrying out the purposes of the Trust;

(xi) sue and be sued and participate, as a party or otherwise, in any judicial, administrative, arbitration or other proceeding;

(xii) obtain insurance indemnifying the Trust, the Trustee, the Subsidiaries, the U.S. Stations, the Mexican Affiliates and their respective employees, agents and representatives (including the Trustee’s Professionals);

(xiii) subject to Section 4.4, retain and pay such third parties as the Trustee may deem necessary or appropriate to assist the Trustee in carrying out its powers and duties under this Trust Agreement. The Trustee may commit the Trust to and shall pay all such

11 LEGAL_US_W # 60854634.12 Persons reasonable compensation for services rendered and expenses incurred, as well as commit the Trust to indemnify any such parties in connection with the performance of services;

(xiv) consult with the Beneficiaries at such times and with respect to such issues relating to the conduct of the Trust as the Trustee considers necessary or desirable; provided that management and control of the Trust and the Trust Assets shall at all times be vested in the Trustee;

(xv) use commercially reasonable efforts to maintain the business operation, revenue, goodwill and reputation of the U.S. Stations and the Mexican Affiliates, including relationships with customers, suppliers and others having business dealings with the U.S. Stations and the Mexican Affiliates;

(xvi) use commercially reasonable efforts to maintain promotional advertising, sales, marketing and merchandising support of the U.S. Stations and the Mexican Affiliates;

(xvii) conduct the operations of the U.S. Stations and the Mexican Affiliates in material compliance with the Act, the Rules and Regulations, and applicable law;

(xviii) retain or hire such U.S. Station and Mexican Affiliate employees as are required by the Act, the Rules and Regulations, and applicable law;

(xix) maintain the tangible personal property and other assets and real property of the U.S. Stations and the Mexican Affiliates in their current condition, ordinary wear and tear excepted;

(xx) use commercially reasonable efforts to maintain the ability of the U.S. Stations and the Mexican Affiliates to operate at maximum authorized power and full coverage at all times;

(xxi) except as approved by the Agent, not enter into, or enter into negotiations or discussions with any Person other than in connection with a Sale Agreement with respect to, any local marketing agreement, time brokerage agreement, joint sales agreement or any other similar agreement; and

(xxii) make payments as and when due on the Trust Note;

(xxiii) perform such other acts and undertake such other conduct as the Trustee reasonably believes is necessary to carry out the purposes and intent of this Trust.

(b) Notwithstanding the foregoing, during the term, and subject to the provisions, of this Trust Agreement and for so long as the Trustee shall hold the Trust Assets pursuant to this Trust Agreement, the Trustee shall possess and shall be entitled to exercise all rights and powers of absolute ownership of the Trust Assets including, but not limited to, the right to take part in and consent to any members’ or other equity holders’ action of any kind

12 LEGAL_US_W # 60854634.12 whatsoever in its capacity as member or other equity holder of the Subsidiaries and the Mexican Affiliates; the right to receive dividends and distributions on all membership interests or other equity holdings of the Trust (including equity holdings in the Subsidiaries and the Mexican Affiliates) for the account of the Beneficiaries (subject to Section 6.5 hereof); and the right to receive and waive any notices to members or other equity holders as required by law or the certificate of organization or by-laws or other governing documents of the Subsidiaries and the Mexican Affiliates; and, subject to the duties set forth in Section 4.1(a) and its subparts, shall have the right and power to cause the sale of the Trust Assets, including the assets of the Subsidiaries and the Mexican Affiliates, in one or more transactions, and the right to vote the membership interests, partnership interests or other equity interests of the Subsidiaries and the Mexican Affiliates (i) in the election of the officers, directors or managers of the Subsidiaries and the Mexican Affiliates, provided, however, that no such officer, manager or director shall have a familial or business relationship with the Beneficiaries, provided that all restrictions imposed by this Trust Agreement upon dealings between the Trustee and the Beneficiaries shall apply equally to any dealings between such officer, manager or director and the Beneficiaries; (ii) in connection with a sale of all or substantially all of the U.S. Trust Assets or assets of the U.S. Stations in one or more transactions, subject to obtaining all necessary FCC approvals; and (iii) on all other matters upon which the members or other equity holders of the Subsidiaries and the Mexican Affiliates are entitled to vote.

(c) The Trustee shall exercise those powers set forth in this Trust Agreement (y) to acquire and hold the Trust Assets in a manner consistent with the Rules and Regulations and (z) to cause all reasonably necessary actions to be taken expeditiously to effect the sale of the Trust Assets (including a sale of all or substantially all of the assets of the U.S. Stations) in one or more transactions, in a commercially reasonable manner for the benefit of the Beneficiaries (subject to Section 6.5 hereof).

(d) No other Person shall have any voting right in respect of the Trust Assets so long as this Trust Agreement is in effect. The Trustee shall have no beneficial interest in the Trust Assets.

(e) During the term of this Trust Agreement, except as otherwise expressly provided herein and in the Loan Agreement, the Beneficiaries shall not attempt to exercise any control over the decisions or actions of the Trustee, or over the operation or maintenance of the Trust Assets or the U.S. Stations; provided, however, nothing herein shall prevent the Trustee from consulting with the Beneficiaries, or any of their officers or employees, with regard to the U.S. Stations, the Trustee having no obligation to accept or follow any recommendations from such Beneficiaries; and provided further, however, nothing herein shall prevent the Trustee from providing to the Beneficiaries such reports, financial data or other information heretofore customarily provided by the U.S. Stations, in their capacities as debtors of the Beneficiaries, regarding the management or operations of the U.S. Stations.

(f) The Trustee shall not be prohibited from engaging in any trade or business for its own account, provided that such activity does not interfere in any material respect with the Trustee’s administration of the Trust.

13 LEGAL_US_W # 60854634.12 (g) In the absence of actual knowledge to the contrary, any Person dealing with the Trust or the Trustee will be entitled to rely on the authority of the Trustee or any of its agents to act in connection with the Trust Assets. No Person dealing with the Trust shall be obligated to inquire into the validity or propriety of any transaction by the Trustee or any agent of the Trustee.

4.2 Books and Records; Reporting Duties.

(a) The Trustee shall maintain books and records relating to the Trust Assets and income of the Trust and the payment of expenses of, and liabilities of and claims against or assumed by, the Trust in such detail and for such period of time as may be necessary to enable it to make full and proper accounting in respect thereof and to comply with applicable laws. Nothing in this Trust Agreement requires the Trustee to file any accounting or seek approval of any court with respect to the administration of the Trust, or as a condition for making any payment or distribution out of the Trust Assets.

(b) Subject to Section 9.2, the Trustee shall file (or cause to be filed) any other statements, returns or disclosures relating to the Trust that are required by any Governmental Body, including any reports and other documents necessary to comply with federal or state securities laws.

4.3 Investment and Safekeeping of Trust Assets. All monies and other property received by the Trustee shall, until paid over or distributed as herein provided, be held in trust for the benefit of the Beneficiaries. The Trustee shall be under no liability for interest or producing income on any monies received by it hereunder and held for payment or distribution to the Beneficiaries, except as such interest shall actually be received by the Trustee. Investments of any monies held by the Trustee shall be administered in view of the manner in which individuals of ordinary prudence, discretion and judgment would act in the management of their own affairs; provided, however, that the right and power of the Trustee to invest the Trust Assets shall be limited to the right and power to invest such Trust Assets in demand and time deposits, such as short-term certificates of deposit, in banks or other savings institutions, or other temporary liquid investments, such as Treasury bills. Any investment made as provided for herein must mature prior to the date of any payment or distribution required to be made to the Beneficiaries, but in no event shall such investment have a maturity date in excess of one month from the date of the acquisition of such investment.

4.4 Retention of Attorneys, Accountants and Other Professionals. The Trustee shall retain the following professionals (“Trustee’s Professionals”) to aid in the performance of its responsibilities pursuant to the terms of this Trust Agreement, including the sale of the Trust Assets and the distribution of Distributable Amounts:

(a) Such law firm(s) as the Trustee may deem advisable to aid in the sale of the Trust Assets and to perform such other functions as may be appropriate to carry out the primary purposes of the Trust. The Trustee may commit the Trust to and shall pay such law firm(s) reasonable compensation from the Trust Assets for services rendered and expenses

14 LEGAL_US_W # 60854634.12 incurred, which expenses may include, without limitation, the fees and expenses of Persons retained by such counsel to perform any services or otherwise assist in connection with the sale of some or all of the Trust Assets;

(b) An independent public accounting firm to audit the financial books and records of the Trust and to perform such reviews and/or audits as the Trustee may deem advisable to carry out the purposes of the Trust. The Trustee may commit the Trust to and shall pay such accounting firm reasonable compensation from the Trust Assets for services rendered and expenses incurred; and

(c) Such other experts, consultants, brokers, appraisers, auctioneers or advisors as are advisable to carry out the purposes of the Trust. The Trustee may commit the Trust to and shall pay all such Persons reasonable compensation from the Trust Assets for services rendered and expenses incurred.

4.5 Compensation of Trustee. The Trustee shall receive no compensation prior to the Transfer Date. From the Transfer Date until the date that the Trust is terminated pursuant to Section 7.2, the Trustee shall receive compensation in the amount of $20,000 per month, prorated for any partial month. Such amount shall be paid to the Trustee on the 15th day of each month, or if such day falls on a Saturday, Sunday or banking holiday, on the next applicable business day. The Trustee shall also be entitled to reimbursement of his reasonable documented travel and out-of-pocket expenses. The compensation and reimbursement of expenses of the Trustee shall be paid out of the Trust Assets.

4.6 Confidentiality. The Trustee shall, from the date hereof and until the date that is twelve (12) months following the termination of this Trust Agreement, hold strictly confidential and not use for personal gain any non-public information of or pertaining to any entity to which any of the Trust Assets relates or of which it has become aware in its capacity as Trustee.

ARTICLE V. SUCCESSOR TRUSTEE

5.1 Removal. Subject to such prior approval of the FCC as may be required, the Trustee may be removed at any time for cause by the Agent.

5.2 Resignation. The Trustee may resign by giving thirty (30) days’ advance written notice of its resignation to the Agent, provided, however, that the Trustee agrees to continue performing its duties until such time as transfer of the Trust Assets to a successor trustee has been approved by the FCC. Upon receipt of such resignation notice from the Trustee, the Agent shall give prompt notice thereof to the other parties to this Trust Agreement. In the event of the resignation, incapacity to act or death of any Trustee, such Trustee shall be succeeded by a successor trustee satisfactory to the Agent. Subject to such prior approval of the FCC as may be required, any successor trustee shall succeed to all of the rights and successor obligations of the Trustee replaced hereunder upon its execution of a counterpart of this Trust Agreement. Nothing herein shall prevent the interim maintenance of the Trustee’s functions and performance of the

15 LEGAL_US_W # 60854634.12 Trustee’s obligations hereunder by a representative approved by the FCC pursuant to an application for involuntary transfer of control pending selection and approval of a permanent successor as provided for in this Section 5.2.

5.3 Trust Continuance. The death, resignation or removal of the Trustee shall not operate to terminate the Trust or to revoke any existing agency created under the terms of this Trust Agreement or invalidate any action theretofore taken by the Trustee.

5.4 Appointment of Successor Upon Removal, Resignation, or Death. If the Trustee is removed pursuant to Section 5.1, resigns pursuant to Section 5.2 or dies, the Agent shall, subject to prior approval of the FCC as may be required, appoint a successor Trustee.

5.5 Acceptance of Appointment by Successor Trustee. Any successor Trustee appointed pursuant to Section 5.4 shall execute an instrument accepting such appointment hereunder and shall file such acceptance with the Trust’s records. Thereupon, such successor Trustee shall, without any further act, become vested with all the estates, properties, rights, powers, trusts and duties of its predecessor in the Trust with like effect as if originally named herein; provided, however, that a removed or resigning Trustee shall, nevertheless, when requested in writing by the successor Trustee, execute and deliver an instrument or instruments conveying and transferring to such successor Trustee under the Trust all the estates, properties, rights, powers, trusts and duties of such predecessor Trustee.

5.6 Trustee’s Alienation Respecting Beneficiaries. Neither the initial Trustee, nor any successor Trustee designated pursuant to this Article V, may also be an officer, director, employee or attributable stockholder of any of the Beneficiaries, or any of their affiliates, or have any business or familial relationships with the Beneficiaries; provided however, that any such Trustee may become an officer, manager, director or employee of the Subsidiaries, the Mexican Affiliates or any or all of the U.S. Stations, following such Trustee’s removal, resignation and replacement in accordance with the terms hereof.

ARTICLE VI. LIQUIDATION OF TRUST ASSETS; DISTRIBUTIONS

6.1 Liquidation of Trust Assets. The Trustee shall take such steps as the Trustee deems necessary to sell, convey, transfer, or assign the Trust Assets, or any part or asset thereof or any interest therein, on such terms and for such consideration as the Trustee deems desirable or appropriate; provided, however, that the Trustee shall not, and shall not be authorized to, sell, convey, transfer or assign the Trust Assets (or any part or asset thereof or interest therein) for any consideration other than cash or other immediately available funds. The Trustee’s actions with respect to the disposition of the Trust Assets shall in all events be taken in a manner so as to maximize the Net Cash Proceeds (as defined in the Loan Agreement).

16 LEGAL_US_W # 60854634.12 6.2 Sale Agreements.

(a) To the extent consistent with the Trustee’s obligations hereunder, the Trustee shall use its good faith and commercially reasonable efforts to enter into, or to cause the Subsidiaries (and the Mexican Affiliates, to the extent permitted by applicable law) to enter into, binding agreements for the sale of the Trust Assets, individually or collectively, (each, a “Sale Agreement” and collectively, the “Sale Agreements”), with the understanding that such Sale Agreements shall include customary representations, warranties, indemnifications and limitations on liability.

(b) At least five (5) Business Days prior to the execution of a Sale Agreement, the Trustee shall deliver to the Agent a copy of such Sale Agreement, together with all attachments thereto. The Trustee shall notify the Agent immediately of the parties’ execution of any Sale Agreement and shall, within two (2) calendar days after its execution, provide a copy of such executed Sale Agreement and all related agreements (such as an escrow agreement), along with all schedules, exhibits, and other attachments thereto, to the Agent.

6.3 Governmental Authorization. The Trustee shall submit and diligently prosecute appropriate applications to such Governmental Bodies as any Sale Agreement requires, including applications to the FCC requesting the necessary approval to assign each U.S. Station’s FCC licenses or to transfer control of any of the Subsidiaries.

6.4 Trustee Efforts. The Trustee shall maintain records of the efforts it undertakes to sell the Trust Assets until the sale of all the Trust Assets shall have been consummated. The Trustee shall provide the Agent with monthly reports setting forth the Trustee’s efforts to sell the Trust Assets as contemplated by this Trust Agreement. Such reports shall be designated confidential, shall include the name, address and telephone number of each Person who, during the preceding month, made an offer to acquire, expressed an interest in acquiring, entered into negotiations to acquire, or was contacted or made an inquiry about acquiring, any interest in the Trust Assets, and shall describe in detail each contact with any such Person during that period.

6.5 Application of Distributable Amounts. Upon the occurrence of any Distribution Event, the Trustee shall apply all Distributable Amounts to make payments of the obligations under the Loan Agreement pursuant to and as set forth therein in accordance with the parties’ respective rights to such Distributable Amounts as set forth therein. In the event that the Loan Agreement is not in force and effect at the time of such Distribution Event, or upon the waiver by the Agent, at the direction of the requisite Lenders, of any provision of the Loan Agreement requiring the Trustee to apply any Distributable Amounts in accordance therewith, the Trustee shall apply such Distributable Amounts as follows:

(a) first, to pay any Trust Expenses due and payable at such time;

(b) second, to the extent that any Distributable Amounts remain after application pursuant to the foregoing clause (a), to the Class A Beneficiaries in accordance with their respective Class A Percentage Interests until the Class A Amounts are paid in full;

17 LEGAL_US_W # 60854634.12 (c) third, to the extent that any Distributable Amounts remain after application pursuant to the foregoing clause (b), to the Class B Beneficiaries in accordance with their respective Class B Percentage Interests until the Class B Amounts are paid in full; and

(d) fourth, to the extent that any Distributable Amounts remain after application pursuant to the foregoing clause (c), to all Beneficiaries in accordance with their respective Aggregate Percentage Interests.

6.6 Distributions; Withholding. The Trustee shall make any payments or distributions pursuant to Section 6.5 promptly, but in no event more than 2 Business Days, after a Distribution Event. Notwithstanding the foregoing, (a) the Trustee may withhold from amounts payable or distributable pursuant to Section 6.5 any and all amounts, determined in the Trustee’s reasonable sole discretion, required to be withheld by any law, regulation, rule, ruling, directive or other governmental requirement and (b) prior to making any payments or distributions to the Beneficiaries, the Trustee may retain such amounts as are reasonably necessary (i) to meet contingent liabilities, (ii) to pay reasonable estimated Trust Expenses and (iii) to satisfy other liabilities incurred or assumed by the Trust (or to which the Trust Assets are otherwise subject), other than fees or other payments to any Beneficiary or member of the Lender Group or any of their respective affiliates pursuant to any agreement or other arrangement between such Beneficiary or member of the Lender Group or respective affiliate and the Trust not entered into or negotiated on an arms-length basis, all for the term of the Trust and in accordance with this Trust Agreement.

ARTICLE VII. TERMINATION

7.1 Irrevocable Agreement. This Trust shall be irrevocable as to the Trust Assets until:

(a) such time as the Trustee causes all of the Trust Assets to be sold pursuant to one or more Sales Agreements and, in the case of the U.S. Stations, with the prior approval by the FCC; and

(b) all obligations of the Trustee under this Trust Agreement and any agreement to sell the Trust Assets pursuant to any Sale Agreement have been fully performed (or waived by the Beneficiaries or by the counter-party to any such Sale Agreement, as the case may be).

7.2 Termination of the Trust. The Trust will terminate upon the latest to occur of: (i) the sale or liquidation of all of the U.S. Stations pursuant to appropriate approvals issued by the FCC, which shall be in full force and effect and, at the time of such termination of the Trust, the time for rehearing, reconsideration, review, stay or appeal by or to the FCC or any court with respect to the FCC’s approvals of such sales or liquidations under the explicit provisions of the Act, or the explicit Rules and Regulations which provide for such rehearing, reconsideration, review, stay or appeal shall have expired (as verified by an opinion of FCC counsel); (ii) the sale

18 LEGAL_US_W # 60854634.12 or liquidation of the Trust’s interests in the Mexican Affiliates; (iii) the application of all Distributable Amounts in accordance with the terms of this Trust Agreement; and (iv) the performance and satisfaction (or waiver by the Beneficiaries or by the counter-party to any such Sale Agreement, as the case may be) of the Trustee’s duties and obligations under this Trust Agreement or any Sale Agreement and the dissolution of all Subsidiaries and Mexican Affiliates whose membership interests are still held by the Trustee.

ARTICLE VIII. LIMITATION OF LIABILITY AND INDEMNIFICATION

8.1 Limitation of Liability; Indemnification. The Trustee shall perform the duties and obligations imposed on the Trustee by this Trust Agreement with reasonable diligence and care under the circumstances. In no event shall the Trustee be personally liable for any claim asserted against the Trust for any reason whatsoever, except for such of its own acts as shall constitute willful misconduct, gross negligence, willful disregard of the Trustee’s duties or material breach of this Trust Agreement. Except as aforesaid, the Trustee shall be defended, held harmless and indemnified from time to time by the Beneficiaries (severally and not jointly, and on a pro rata basis in accordance with each Beneficiary’s interest in the aggregate amount of Beneficial Interests of the Trust), against any and all losses, claims, costs, expenses and liabilities to which the Trustee may be subject by reason of the Trustee’s execution in good faith of the Trustee’s duties under this Trust Agreement. The Trustee’s officers, employees, agents (including the Trustee’s Professionals), as applicable, shall be likewise defended, held harmless and indemnified. Without limiting the generality of the foregoing, the Trustee shall have no liability to any Beneficiary on account of the Trustee’s investment or non-investment of any Trust Assets or any losses with respect to any such investments of Trust Assets, provided that such investments are made, or the Trustee’s decision not to invest any Trust Assets in any case is made, in accordance with the terms of this Trust Agreement. The obligations of the Beneficiaries pursuant to this Section 8.1 with respect to any Trustee that is removed pursuant to Section 5.1, resigns pursuant to Section 5.2 or is Trustee at the time of the termination of the Trust pursuant to Section 7.2 shall survive for a period of two (2) years from the date of such removal, resignation or termination.

8.2 Reliance by Trustee. Except as otherwise provided in Section 8.1:

(a) the Trustee may rely, and shall be protected in acting upon, any resolution, certificate, statement, instrument, opinion, report, notice, request, consent, order, or other paper or document believed by it to be genuine and to have been signed or presented by the proper party or parties, including, as applicable, any of the Beneficiaries and the Agent and any of their respective agents;

(b) the Trustee may consult such Trustee’s Professionals as may be selected by it, and the Trustee shall not be liable for any action taken or omitted to be taken by it in accordance with the advice of such Trustee’s Professionals; and

19 LEGAL_US_W # 60854634.12 (c) Persons dealing with the Trustee shall look only to the Trust Assets to satisfy any liability incurred by the Trustee to such Person in carrying out the terms of this Trust Agreement, and the Trustee shall have no personal obligation to satisfy any such liability.

ARTICLE IX. TAX MATTERS

9.1 Classification. For federal and state income tax purposes, it is intended that the Trust be classified as a business entity taxable as a “partnership” for federal, state and local tax purposes.

9.2 Tax Returns. The Trustee will keep, or cause to be kept, all appropriate books and records relating to the receipt and disbursement of all monies under this Trust Agreement or any agreement contemplated hereby, as shall be necessary to enable the Trustee to prepare, or cause to be prepared, all required tax returns. The Trustee will prepare, or cause to be prepared, all tax returns required to be filed by or with respect to the Trust or by the Subsidiaries. The Trustee will execute and file, or cause to be executed and filed, the tax returns so prepared.

9.3 Allocations of Profits and Losses.

(a) Profits. Any Profit realized by the Trust for any Fiscal Year shall be allocated among the Beneficiaries in the following order of descending priority:

(i) First, Profit shall be allocated to the Beneficiaries pro rata in proportion to and to the extent of the amount of Losses previously allocated to each such Beneficiary pursuant to Section 9.3(b) hereof;

(ii) Second, Profit shall be allocated to each Beneficiary in proportion to the amount distributed (or to be distributed) to each such Beneficiary with respect to such Fiscal Year pursuant to Section 6.5 hereof; and

(iii) Third, any remaining Profit shall be allocated to the Beneficiaries in accordance with their respective Aggregate Percentage Interests.

(b) Losses. Any Losses realized by the Trust for any Fiscal Year shall be allocated among the Beneficiaries in the following order of descending priority:

(i) First, Losses shall be allocated to the Beneficiaries pro rata in proportion to and to the extent of the amount of Profits previously allocated to each such Beneficiary pursuant to Section 9.3(a) hereof;

(ii) Second, Losses shall be allocated to the Beneficiaries in accordance with their respective Capital Accounts; and

(iii) Third, Losses shall be allocated to the Beneficiaries in accordance with their respective Aggregate Percentage Interests.

20 LEGAL_US_W # 60854634.12 (iv) Notwithstanding Sections 9.3(b)(i)-(iv) hereof, if the amount of any Losses for any Fiscal Year that would otherwise be allocated to a Beneficiary would cause or increase an Adjusted Capital Account Deficit (as defined below) of such Beneficiary at the end of such Fiscal Year, then a part of such Losses equal to such excess amount shall instead be allocated (i) first to the other Beneficiaries in proportion to, and to the extent of, the maximum amount of such excess amount which can be allocated to the respective Beneficiaries without causing or increasing an Adjusted Capital Account Deficit of such Beneficiaries as of the last day of such Fiscal Year, and (ii) then to all Beneficiaries in accordance with each such Beneficiary’s pro rata portion of the aggregate amount of Beneficial Interests then outstanding, “Adjusted Capital Account Deficit” shall mean, with respect to any Beneficiary and determined in compliance with Regulation Section 1.704-1(b)(2)(ii)(d), the negative balance in such Beneficiary’s Capital Account, if any, as of the end of the relevant Fiscal Year, after giving effect to the following adjustments: (1) credit to such Capital Account any amounts which such Beneficiary is obligated to restore pursuant to Regulation Section 1.704-1(b)(2)(ii)(c), or is deemed to be obligated to restore pursuant to the penultimate sentence in each of Regulations Sections 1.704-2(g)(1)(ii) and 1.704-2(i)(5); and (2) debit to such Capital Account the items described in Sections 1.704-1(b)(2)(ii)(d)(4); 1.704-1(b)(2)(ii)(d)(5) and 1.704-1(b)(2)(ii)(d)(6) of the Tax Regulations.

(c) Special Allocations. Notwithstanding Sections 9.3(a) and (b) above, the following special allocations shall be made for each Fiscal Year in the following order of descending priority:

(i) Partnership Minimum Gain. Except as otherwise provided in Tax Regulations Section 1.704-2(f), if there is a net decrease in Partnership Minimum Gain during any Fiscal Year, each Beneficiary shall be specially allocated items of Trust income and gain for such Fiscal Year (and, if necessary, subsequent Fiscal Years) in proportion to and to the extent of, an amount equal to the portion of such Beneficiary’s share of the net decrease in Partnership Minimum Gain, determined in accordance with Tax Regulations Section 1.704-2(g). This Section is intended to comply with the chargeback of items of income and gain requirement in Tax Regulations Section 1.704-2(f) and shall be interpreted consistently therewith.

(ii) Minimum Gain Attributable to Partner Nonrecourse Debt. Except as otherwise provided in Tax Regulations Section 1.704-2(i), if there is a net decrease in Minimum Gain Attributable to Partner Nonrecourse Debt during any Fiscal Year, each Beneficiary with a share of Minimum Gain attributable to Partner Nonrecourse Debt shall be specially allocated items of Trust income and gain for such Fiscal Year (and, if necessary, subsequent Fiscal Years) in proportion to, and to the extent of, an amount equal to the portion of such Beneficiary’s share of the net decrease in the Minimum Gain attributable to Partner Nonrecourse Debt, determined in accordance with Tax Regulations Section 1.704-2(i)(4). This Section is intended to comply with the chargeback of items of income and gain requirement in Tax Regulations Section 1.704-2(i)(4) and shall be interpreted consistently therewith.

(iii) Qualified Income Offset. In the event any Beneficiary unexpectedly receives any adjustments, allocations, or distributions described in Tax Regulations

21 LEGAL_US_W # 60854634.12 Sections 1.704-1(b)(2)(ii)(d)(4),(5) or (6), items of Trust income and gain shall be specially allocated to such Beneficiary in an amount and manner sufficient to eliminate, to the extent required by the Tax Regulations, the Adjusted Capital Account Deficit (as defined in Section 9.3(b) above) of such Beneficiary as quickly as possible, provided that an allocation pursuant to this Section 9.3(c)(iii) shall be made only after all other allocations provided for in this Section 9.3 have been tentatively made as if this Section 9.3(c)(iii) were not in this Trust Agreement. This Section is intended to constitute a “qualified income offset” within the meaning of Tax Regulations Section 1.704-1(b)(2)(ii)(d)(3), and is to be interpreted to the extent possible, to comply with the requirements of such Regulation as it may be amended or supplemented from time to time.

(iv) Nonrecourse Deductions. Nonrecourse Deductions for any Fiscal Year shall be allocated to the Beneficiaries in accordance with in accordance with their respective Aggregate Percentage Interests.

(v) Partner Nonrecourse Deductions. Partner Nonrecourse Deductions for any Fiscal Year shall be allocated one hundred percent (100%) to the Beneficiary that bears the economic risk of loss (as defined in Tax Regulations Section 1.704-2(b)) with respect to the Partner Nonrecourse Debt to which such Partner Nonrecourse Deductions are attributable in accordance with Tax Regulations Section 1.704-2(i). If more than one Beneficiary bears the economic risk of loss with respect to a Partner Nonrecourse Debt, the Partner Nonrecourse Deductions attributable thereto shall be allocated between or among such Beneficiaries in accordance with the ratios in which they share such economic risk of loss.

(vi) Curative Allocations. The allocations set forth in Section 9.3(c)(i)- (v) (the “Regulatory Allocations”) are intended to comply with certain requirements of Tax Regulations Sections 1.704-1(b) and 1.704-2(b). Notwithstanding any other provisions of this Section 9.3, the Regulatory Allocations shall be taken into account in allocating other items of income, gain, loss, and deduction among the Beneficiaries so that, to the extent possible, the net amount of such allocations of other items and the Regulatory Allocations to each Beneficiary shall be equal to the net amount that would have been allocated to such Beneficiary if the Regulatory Allocations had not occurred.

(d) Tax Items. Except as otherwise provided herein, any allocation to a Beneficiary of a portion of the Profits or Losses for a Fiscal Year shall be deemed to be an allocation to that Beneficiary of the same proportionate part of each item of income, gain, loss, deduction or credit that is earned, realized or available by or to the Trust for federal income tax purposes.

9.4 Code Section 754 Election. Upon a transfer of a Beneficial Interest, the Tax Matters Partner may, in its sole discretion, make an election on behalf of the Trust pursuant to Section 754 of the Code and pursuant to corresponding provisions of applicable state and local tax laws, to adjust the basis of the assets of the Company pursuant to Sections 734 and 743 of the Code (but only if such adjustment would be a positive amount).

22 LEGAL_US_W # 60854634.12 9.5 Tax Matters Partner. The Agent shall at all times constitute, and have full powers and responsibilities as, the “Tax Matters Partner” of the Trust. The Tax Matters Partner shall have the authority to make all tax elections and determinations on behalf of the Trust under the Internal Revenue Code, the regulations promulgated thereunder or other applicable law. In the event the Trust shall be the subject of an income tax audit by any Federal, state or local authority, to the extent the Trust is treated as an entity for purposes of such audit, including administrative settlement and judicial review, the Tax Matters Partner shall be authorized to act for, and its decision shall be final and binding upon, the Trust and each Beneficiary thereof, and, to the fullest extent permitted by law, the Tax Matters Partner shall be indemnified and held harmless by the Trust and each Beneficiary for any action so taken by it in good faith. All expenses incurred in connection with any such audit, investigation, settlement or review shall be borne by the Trust to the extent of available Trust funds, and any excess shall be paid by the Beneficiaries individually in proportion to their Capital Accounts.

9.6 Taxation as Partnership. Notwithstanding anything to the contrary herein, the provisions set forth in this Trust Agreement that are intended to cause the Trust, the Trustee, and the Beneficiaries to be treated for tax purposes as a partnership are included solely for such tax purposes and are not otherwise intended to cause the Trust, the Trustee and/or the Beneficiaries to be treated or regarded for any other purpose as constituting a partnership or other common business enterprise.

ARTICLE X. MISCELLANEOUS

10.1 Notices. All notices, requests or other communications required or permitted to be made in accordance with this Trust Agreement shall be in writing and shall be delivered personally or by email or by facsimile transmission or mailed by first class mail or by overnight delivery service.

If to Agent or any Beneficiary, at:

c/o DBZ U.S. Advisors LLC 745 Fifth Avenue 18th Floor New York, NY 10151 Attn: Peter Liebman Vice President – Asset Management Fax No.: (646) 720-9277 Email: [email protected]

with a copy (which shall not constitute notice), at:

Paul, Hastings, Janofsky & Walker LLP 515 S. Flower Street Twenty-fifth Floor

23 LEGAL_US_W # 60854634.12 Los Angeles, CA 90071 Attn: John Francis Hilson, Esq. Fax No.: 213-996-3300

If to the Trustee, at:

W. Lawrence Patrick Patrick Communications LLC 600 Douglas Legum Drive, Suite 100 Elkridge, MD 21075 Fax: 410-799-1705

with a copy (which shall not constitute notice), at:

Dawn M. Sciarrino, Esq. Sciarrino & Associates, PLLC, a Member of Sciarrino & Shubert, PLLC 5425 Tree Line Dr. Centreville, VA 20120 Fax No.: 703-991-7120 Email: [email protected]

Notices sent out by email or facsimile transmission shall be deemed delivered when actually received, and notices sent out by first-class mail shall be deemed delivered three (3) Business Days after mailing and notices sent by overnight delivery services shall be deemed delivered the next Business Day after mailing.

10.2 Intention of Parties to Establish Trust. This Trust Agreement is intended to create a trust, and the Trust created hereunder shall be governed and construed in all respects as a trust.

10.3 Preservation of Privilege and Defenses. In connection with the rights, claims, and causes of action that constitute the Trust Assets, any attorney-client privilege, work-product privilege, or other privilege or immunity attaching to any documents or communications (whether written or oral) transferred to the Trust shall vest in the Trustee, and the Trustee is authorized to take all necessary actions to effectuate the transfer of such privileges and available defenses.

10.4 Investment Company Act. The Trust should not be considered, and the Trust does not and will not hold itself out as, an “investment company” or an entity “controlled” by an “investment company,” as such terms are defined in the Investment Company Act of 1940, as amended.

10.5 Governing Law. This Trust Agreement shall be governed by and construed in accordance with the laws of the State of Delaware, without reference to the conflicts or choice of law principles thereof.

24 LEGAL_US_W # 60854634.12 10.6 Headings. Sections, subheadings and other headings used in this Trust Agreement are for convenience only and shall not affect the construction of this Trust Agreement.

10.7 Interpretative Provisions.

(a) All references to the plural herein shall also mean the singular and references to the singular shall also mean the plural unless the context otherwise requires. (b) All references to any Person shall include its successors and assigns. (c) The words “hereof’, “herein”, “hereunder”, “this Trust Agreement” and words of similar import when used in this Trust Agreement shall refer to this Trust Agreement as a whole and not to any particular provision of this Trust Agreement and as this Trust Agreement now exists or may hereafter be amended, modified, supplemented, extended, renewed, restated or replaced. (d) The word “including” when used in this Trust Agreement shall mean “including, without limitation.”

10.8 Amendment and Waiver. If at any time it is deemed advisable for the parties hereto to amend or waive any provision of this Trust Agreement, it may be amended or waived by an agreement in writing executed by all the parties hereto, provided that there has first been obtained any consent by the FCC necessary in connection with any such substantial amendment or waiver if such consent is required by the Rules and Regulations. Insignificant amendments or waivers not requiring FCC consent shall be reported promptly to the FCC, if and to the extent required by the Rules and Regulations. The parties hereto agree to promptly amend this Trust Agreement as may be required by the FCC to carry out the purposes hereof. The Trustee agrees to become party to any amendment hereto that is required pursuant to the Forbearance Agreement or the Loan Agreement.

10.9 Assignment. Subject to the provisions of Section 5.2, the Trustee shall not assign this Trust Agreement without the prior written consent of the Agent. This Trust Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors and permitted assigns, and any reference to a party shall also be a reference to the successors and permitted assigns hereof.

10.10 Irrevocability. The Trust is irrevocable, but is subject to amendment as provided for herein.

10.11 Severability. Wherever possible, each provision of this Trust Agreement shall be interpreted in such a manner as to be effective and valid under applicable law, but if any provision of this Trust Agreement shall be prohibited by or invalid under applicable law, such provision shall be ineffective to the extent of such prohibition or invalidity, without invalidating the remainder of such provision or the remaining provisions of this Trust Agreement.

25 LEGAL_US_W # 60854634.12 10.12 Counterparts. This Trust Agreement may be executed by one or more of the parties hereto on any number of separate counterparts, each of which shall be deemed an original and all of which, taken together, shall be deemed to constitute one and the same instrument. Delivery of an executed counterpart of this Trust Agreement by facsimile or other electronic method of transmission shall be as effective as delivery of a manually executed counterpart hereof.

10.13 Bernard Entities.

(a) Notwithstanding anything to the contrary contained herein, the obligations of each of Bernard National Loan Investors, Ltd. and Bernard Global Loan Investors, Ltd. (each individually, a “Bernard Lender”) under this Trust Agreement shall be limited to the lesser of (a) the nominal amount of any claim of Border (the “Claim Amount”) determined in accordance with the terms of this Trust Agreement (other than this clause) (the “Claim”); and (b) the product of (i) the Net Proceeds (as defined below) divided by the aggregate of the Claim Amount and all obligations of the relevant Bernard Lender ranking pari passu with the Claim multiplied by (ii) the Claim Amount. In this section, “Net Proceeds” means the net proceeds of realization of all the assets of the relevant Bernard Lender after payment of, or provision for, all debts, costs, expenses and other obligations of such Bernard Lender as determined by the directors of such Bernard Lender in their absolute discretion, other than the Claim, and any obligations ranking pari passu with or behind the Claim. If there are no Net Proceeds, the applicable Bernard Lender shall have no obligations to Border under this Trust Agreement.

(b) Trustee hereby acknowledges and agrees that it shall not institute against either Bernard Lender any bankruptcy, insolvency, reorganization, receivership or similar proceeding until there shall have elapsed at least one year and one day or, if longer, the then applicable preference period plus one day, after the later to occur of the payment in respect of the Claim or the extinction of Trustee’s rights in respect of the Claim.

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26 LEGAL_US_W # 60854634.12

IN WITNESS WHEREOF, the parties hereto have caused their respective duly authorized officers or representatives to execute and deliver this Trust Agreement as of the day and year first written above.

TRUSTEE: ______W. Lawrence Patrick

AGENT AND BENEFICIARIES: D.B. ZWIRN SPECIAL OPPORTUNITIES FUND, LLC, a Delaware limited liability company, as Agent and as a Beneficiary

By: Name: Title:

GOLDMAN SACHS SPECIALTY LENDING HOLDINGS, INC., as a Beneficiary

By: Name: Title:

FORTRESS CREDIT OPPORTUNITIES I LP, as a Beneficiary

By: FORTRESS CREDIT OPPORTUNITIES I GP LLC, its general partner

By: Name: Title:

IRREVOCABLE TRUST AGREEMENT S-1 LEGAL_US_W # 60854634.12

FORTRESS PARTNERS CLO LP, as a Beneficiary

By: FORTRESS PARTNERS CLO GP LLC, its general partner

By: ______Name: Title:

BERNARD NATIONAL LOAN INVESTORS, LTD., as a Beneficiary

By: Bernard Capital Funding, LLC, its investment advisor

By: Name: Title:

BERNARD GLOBAL LOAN INVESTORS, LTD., as a Beneficiary

By: Name: Title:

CANPARTNERS INVESTMENTS IV, LLC, as a Beneficiary

By: Name: Title: Authorized Member

IRREVOCABLE TRUST AGREEMENT S-2 LEGAL_US_W # 60854634.12

Exhibit A

Beneficiaries3

Beneficiary Initial Class A Class B Aggregate Capital Percentage Percentage Percentage Account Interest Interest Interest

D.B. Zwirn Special Opportunities Fund, LLC

Goldman Sachs Specialty Lending Holdings, Inc.

Fortress Credit Opportunities I LP

Fortress Partners CLO LP

Bernard National Loan Investors, Ltd.

Bernard Global Loan Investors, Ltd.

Canpartners Investments IV, LLC

3 The remaining information on this Exhibit will be determined on the Transfer Date based on the final amount of the Restructured Debt determined under the Forbearance Agreement and the allocation thereof among the Beneficiaries.

LEGAL_US_W # 60854634.12 EXHIBIT A

EXHIBIT 17

OTHER BROADCAST INTERESTS

W. Lawrence Patrick and Susan K. Patrick, his wife, are Co-Managing Members (each with a 30% voting interest) of Legend Communications of Wyoming, LLC (“Legend”).

Legend is the licensee or permittee of the following stations:

K272EU, Cody, WY (FIN: 5307) KAML-FM, Gillette, WY (FIN: 24211) KBBS(AM), Buffalo, WY (FIN: 32988) KCGL(FM), Powell, WY (FIN: 43918) KDDV-FM, Wright, WY (FIN: 165980) KGWY(FM), Gillette, WY (FIN: 54044) KHRW(FM), Ranchester, WY (FIN: 166062)1 KIML(AM), Gillette, WY (FIN: 24212) KKLX(FM), Worland, WY (FIN: 35896) KLGT(FM), Buffalo, WY (FIN: 12698) KLGT-FM1, Buffalo, WY (FIN: 78048) KODI(AM), Cody, WY (FIN: 74351) KTAG(FM), Cody, WY (FIN: 74354) KWOR(AM), Worland, WY (FIN: 35897) KYTS(FM), Ten Sleep, WY (FIN: 165979)1, 2 KZMQ(AM), Greybull, WY (FIN: 5245)3 KZMQ-FM, Greybull, WY (FIN: 5248) KZZS(FM), Story, WY (FIN: 89085)

Legend is also an applicant for a new FM Broadcast station at Ten Sleep, WY (FIN: 178488).

Mr. Patrick holds an attributable interest (16.66% voting/4.87% equity) in GoodRadio.TV, LLC which holds attributable interests through subsidiary companies in broadcast stations. The interests of GoodRadio.TV, LLC are as follows:

GoodRadio.TV, LLC is the sole member of GoodRadio.TV Holdings, LLC. GoodRadio.TV Holdings, LLC is the sole member of the following entities: Dean Radio.TV Company- Grinnell, LLC, Dean Radio.TV Company- Newton, LLC, Dean Radio.TV Company-

1 An application to assign the permits of KHRW and KYTS to Global News Consultants, LLC is pending before the Commission (File No. BAPH-20090529ACE).

2 An application for minor modification of the KYTS(FM) construction permit to change the community of license to Manderson, WY is pending before the Commission (File No. BMPH-20080916ABE).

3 An application for minor modification of KZMQ(AM) to change the community of license to Ten Sleep, WY is pending before the Commission (File No. BP-20081209ACV). Fairfield, LLC, GoodRadio.TV – Missouri, LLC, Christine Radio, LLC, and Dean Radio.TV – Clinton, LLC.

Dean Radio.TV Company- Grinnell, LLC, Dean Radio.TV Company- Newton, LLC, Dean Radio.TV Company- Fairfield, LLC, GoodRadio.TV – Missouri, LLC, Christine Radio, LLC, and Dean Radio.TV – Clinton, LLC all hold attributable interests in GoodRadio.TV License Holdings, LLC.

GoodRadio.TV License Holdings, LLC is the sole member of the licensees and permittee of the following stations:

Grinnell License Co, LLC KGRN(AM), Grinnell, Iowa Facility ID 43242

Newton License Co, LLC KRTI(FM), Grinnell, Iowa Facility ID 35564 KCOB(AM), Newton, Iowa Facility ID 9900 KCOB-FM, Newton, Iowa Facility ID 9899

Fairfield License Co, LLC KMCD(AM), Fairfield, Iowa Facility ID 23040 KKFD-FM, Fairfield, Iowa Facility ID 23037

Moberly/ Macon License Co, LLC KWIX(AM), Moberly, Missouri Facility ID 35889 KRES(FM), Moberly, Missouri Facility ID 35890 KIRK(FM), Macon, Missouri Facility ID 78275

Cameron/ Bethany License Co, LLC KAAN(AM), Bethany, Missouri Facility ID 31004 KAAN-FM, Bethany, Missouri Facility ID 31005 KMRN(AM), Cameron, Missouri Facility ID 50744 KKWK(FM), Cameron, Missouri Facility ID 50745

Festus/ Farmington License Co, LLC KREI(AM), Farmington, Missouri Facility ID 35531 KTJJ(FM), Farmington, Missouri Facility ID 35533 KJFF(AM), Festus, Missouri Facility ID 35532

Waynesville/ Lebanon License Co, LLC KBNN(AM), Lebanon, Missouri Facility ID 51093 KJEL(FM), Lebanon, Missouri Facility ID 51094 KJPW(AM), Waynesville, Missouri Facility ID 53877 KIIK-FM, Waynesville, Missouri Facility ID 53876 KFBD-FM, Waynesville, Missouri Facility ID 4259 KOZQ(AM), Waynesville, Missouri Facility ID 4260

- 2 - Christine CP Co, LLC KCDG(FM), Madison, Missouri Facility ID 171017 NEW(FM), Lowry City, Missouri Facility ID 170999

Clinton License Co, LLC KDKD(AM), Clinton, Missouri Facility ID 12058 KDKD-FM, Clinton, Missouri Facility ID 12056

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