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                                   Before the

                       Federal Communications Commission

                             Washington, D.C. 20554


                                             )                               
                                                                             
     In the Matter of                        )                               
                                                 File No. EB-08-IH-0582      
     GAP BROADCASTING, LLC                   )                               
                                                 NAL/Acct. No. 200932080003  
     Applicant for FM Broadcast              )                               
     Construction Permits in Auction 70          FRN No. 0015495955          
                                             )                               
                                                                             
                                             )                               


                                     ORDER

   Adopted: October 14, 2008 Released: October 14, 2008

   By the Chief, Enforcement Bureau:

    1. In this Order, we adopt the attached Consent Decree entered into
       between the Enforcement Bureau ("Bureau") and GAP Broadcasting, LLC
       ("GAP Broadcasting"), an applicant for FM broadcast construction
       permits in Auction 70. The Consent Decree terminates an investigation
       by the  Bureau into compliance by GAP Broadcasting with Sections
       1.2105(c)(1) and (c)(6) of the Commission's rules, relating to
       collusive conduct.

    2. The Bureau and GAP Broadcasting have negotiated the terms of the
       Consent Decree that resolve this matter. A copy of the Consent Decree
       is attached hereto and incorporated by reference.

    3. After reviewing the terms of the Consent Decree and evaluating the
       facts before us, we find that the public interest would be served by
       adopting the Consent Decree and terminating the investigation.

    4. In the absence of material new evidence relating to this matter, we
       conclude that our investigation raises no substantial or material
       questions of fact as to whether GAP Broadcasting possesses the basic
       qualifications, including those related to character, to hold or
       obtain any Commission license or authorization.

    5. ACCORDINGLY, IT IS ORDERED that, pursuant to Section 4(i) of the
       Communications Act of 1934, as amended, and Sections 0.111 and 0.311
       of the Commission's Rules, the Consent Decree attached to this Order
       IS ADOPTED.

    6. IT IS FURTHER ORDERED that the above-captioned investigation IS
       TERMINATED.

    7. IT IS FURTHER ORDERED that a copy of this Order and Consent Decree
       shall be sent by first class mail and certified mail, return receipt
       requested, to Howard M. Liberman, Esquire, Drinker Biddle & Reath,
       LLP, 1500 K Street, N.W., Suite 1100, Washington, DC 20005.

   FEDERAL COMMUNICATIONS COMMISSION

   Kris Anne Monteith

   Chief, Enforcement Bureau

   See 47 C.F.R. S: 1.2105(c)(1) and (c)(6).

   47 U.S.C. S: 154(i), 503(b).

   47 C.F.R. S:S: 0.111, 0.311.

   Federal Communications Commission DA  08-2250

   Federal Communications Commission DA  08-2250



                                   Before the

                       Federal Communications Commission

                             Washington, D.C. 20554


                                             )                               
                                                                             
     In the Matter of                        )                               
                                                 File No. EB-08-IH-0582      
     GAP BROADCASTING, LLC                   )                               
                                                 NAL/Acct. No. 200932080003  
     Applicant for FM Broadcast              )                               
     Construction Permits in Auction 70          FRN No. 0015495955          
                                             )                               
                                                                             
                                             )                               


                                 CONSENT DECREE

    1. The Enforcement Bureau and GAP Broadcasting, LLC, a Florida limited
       liability company, by their authorized representatives, hereby enter
       into this Consent Decree for the purpose of terminating the
       Enforcement Bureau's investigation into compliance by GAP
       Broadcasting, LLC, with Sections 1.2105(c)(1) and (c)(6) of the
       Commission's Rules, relating to collusive conduct.

   I.  DEFINITIONS

    2. For the purposes of this Consent Decree, the following definitions
       shall apply:

    a. "Act" means the Communications Act of 1934, as amended, 47 U.S.C.
       S: 151 et seq.

    b. "Auction 70" means the Federal Communications Commission's auction of
       certain construction permits in the FM Broadcast service for stations
       throughout the United States, held from March 7 through March 26,
       2007.

    c. "Bureau" means the Enforcement Bureau of the Federal Communications
       Commission.

    d. "Commission" and "FCC" mean the Federal Communications Commission and
       all of its bureaus and offices.

    e. "Compliance Plan" means the program described in this Consent Decree
       at paragraph 10.

    f. "Effective Date" means the date on which the Commission releases the
       Adopting Order.

    g. "Investigation" means the investigation commenced by the Bureau's
       February 28, 2008, Letter of Inquiry  relating to GAP Broadcasting's
       compliance with Section 1.2105(c) of the Commission's Rules.

    h. "GAP Broadcasting" means GAP Broadcasting, LLC and its
       predecessors-in-interest and successors-in-interest.

    i. "KM Communications" means KM Communications, Inc.

    j. "MB" means the FCC's Media Bureau.

    k. "Order" or "Adopting Order" means an Order of the Commission adopting
       the terms of this Consent Decree without change, addition, deletion,
       or modification.

    l. "Parties" means GAP Broadcasting and the Bureau.

    m. "Rules" means the Commission's regulations found in Title 47 of the
       Code of Federal Regulations.

    n. "WTB" means the FCC's Wireless Telecommunications Bureau.

   II. BACKGROUND

    3. Section 1.2105(c)(1) of the Commission's Rules states, in pertinent
       part:

   [A]fter the [FCC Form 175] short-form application filing deadline, all
   applicants for licenses in any of the same geographic license areas are
   prohibited from cooperating or collaborating with respect to, discussing
   with each other, or disclosing to each other in any manner the substance
   of their own, or each other's, or any other competing applicants' bids or
   bidding strategies, or discussing or negotiating settlement agreements,
   until after the down payment deadline, unless such applicants are members
   of a bidding consortium or other joint bidding arrangement identified on
   the bidder's short-form application . . . .

   In addition, Section 1.2105(c)(6) of the Commission's Rules requires
   "[a]ny applicant that makes or receives a communication of bids or bidding
   strategies prohibited under [Section 1.2105(c)(1) of the Commission's
   Rules ] shall report such communication in writing to the Commission
   immediately, and in no case later than five business days after the
   communication occurs."

    1.  4. On November 2, 2006, WTB and MB announced procedures governing
       Auction 70. Pursuant to the Auction 70 Procedures Public Notice, GAP
       Broadcasting and KM Communications each timely submitted a short-form
       application to participate in Auction 70 and to bid for all 120
       construction permits offered in the auction.

    5. GAP Broadcasting concedes that, on March 23, 2007, after both GAP
       Broadcasting and KM Communications had placed bids for the Eldorado,
       Texas, construction permit and while bidding in Auction 70 was still
       underway, GAP Broadcasting's Managing Member, George Laughlin, placed
       a telephone call to KM Communications for the purpose of determining
       whether KM Communications would be amenable to selling any of its
       radio stations to GAP Broadcasting. During the conversation, Mr.
       Laughlin stated that GAP Broadcasting no longer intended to place bids
       for the Eldorado, Texas construction permit. GAP Broadcasting states
       that neither it nor Mr. Laughlin was a member of any bidding
       consortium or other joint arrangement in Auction 70 with KM
       Communications. Further, GAP Broadcasting acknowledges that it did not
       contemporaneously disclose the telephone call to the Commission.

   III. TERMS OF AGREEMENT

    6. Adopting Order. The Parties agree that the provisions of this Consent
       Decree shall be subject to final approval by the Bureau by
       incorporation of such provisions by reference in the Adopting Order
       without change, addition, modification, or deletion.

    7. Jurisdiction. GAP Broadcasting agrees that the Bureau has jurisdiction
       over it and the matters contained in this Consent Decree and has the
       authority to enter into and adopt this Consent Decree.

    8. Effective Date; Violations. The Parties agree that this Consent Decree
       shall become effective on the date on which the FCC releases the
       Adopting Order. Upon release, the Adopting Order and this Consent
       Decree shall have the same force and effect as any other Order of the
       Bureau. Any violation of the Adopting Order or of the terms of this
       Consent Decree shall constitute a separate violation of a Bureau
       Order, entitling the Bureau to exercise any rights and remedies
       attendant to the enforcement of a Commission Order.

    9. Termination of Investigation. In express reliance on the covenants and
       representations in this Consent Decree and to avoid further
       expenditure of public resources, the Bureau  agrees to terminate its
       Investigation. In consideration for the termination of said
       Investigation, GAP Broadcasting agrees to the terms, conditions, and
       procedures contained herein. The  Bureau further agrees that in the
       absence of new material evidence, the Bureau will not use the facts
       developed in this Investigation through the Effective Date of the
       Consent Decree, or the existence of this Consent Decree, to institute,
       on its own motion, any new proceeding, formal or informal, or take any
       action on its own motion against GAP Broadcasting concerning the
       matters that were the subject of the Investigation. The Bureau also
       agrees that it will not use the facts developed in this Investigation
       through the Effective Date of this Consent Decree, or the existence of
       this Consent Decree, to institute on its own motion any proceeding,
       formal or informal, or take any action on its own motion against GAP
       Broadcasting with respect to GAP Broadcasting's or George Laughlin's
       basic qualifications, including their character qualifications, to be
       a Commission licensee or hold Commission authorizations.

   10. Compliance Plan. For purposes of settling the matters set forth
       herein,  GAP Broadcasting agrees to develop and implement a Compliance
       Plan related to future compliance with the Act, the Commission's
       Rules, and the Commission's Orders. The Plan will include, at a
       minimum, the following components:

   a. Auctions Compliance Manual. GAP Broadcasting shall develop an Auctions
   Compliance Manual for distribution on or before the date of the initial
   Compliance Training Program described in Paragraph 8(b), to company
   lawyers, managers, and other parties responsible for participating in FCC
   auctions as designated bidders on behalf of GAP Broadcasting. The Auctions
   Compliance Manual will include, in greater detail, the matters covered in
   the Compliance Training Program, e.g., an overview of the Commission's
   require-ments for participation in auctions, including the Commission's
   Rules and the requirements of the Communications Act of 1934, as amended,
   regarding the prohibitions on auction collusion and related reporting
   requirements. The Compliance Manual will be updated from time to time, as
   needed.

   b. Compliance Training Program. GAP Broadcasting shall conduct an initial
   education program within ninety (90) days of the Effective Date for
   company lawyers, managers, and other parties responsible for participating
   in Commission's auctions as designated bidders on behalf of GAP
   Broadcasting. This education program will include an overview of the
   Commission's auctions rules, including the Commission's rules and the
   requirements of the Communications Act of 1934, as amended, regarding the
   prohibitions on auction collusion and related reporting requirements. This
   education program will be updated and presented annually and additionally
   from time to time, as needed, to ensure that new employees are informed of
   regulatory compliance requirements and that existing employees are
   reminded of the same.

   c. Compliance Reports. GAP Broadcasting  shall file compliance reports
   with the Commission ninety (90)  days after the Effective Date, twelve
   (12) months after the Effective Date, and twenty-four (24) months after
   the Effective Date. Each compliance report shall include a compliance
   certificate from an officer, as an agent of GAP Broadcasting, stating that
   the officer has personal knowledge that GAP Broadcasting has established
   operating procedures intended to ensure compliance with this Consent
   Decree, together with an accompanying statement explaining the basis for
   the officer's compliance certification. All compliance reports shall be
   submitted to Hillary S. DeNigro, Chief, Investigations & Hearings
   Division, Enforcement Bureau, Federal Communications Commission, 445 12th
   Street, S.W., Washington, D.C. 20554.

   d. Termination Date. Unless stated otherwise, the requirements of this
   Compliance Plan will expire after the final Voluntary Contribution
   payment, as described below, has been received the Commission. On that
   date, GAP Broadcasting shall submit an affidavit or declaration under
   penalty of perjury, signed and dated by an authorized officer of GAP
   Broadcasting with personal knowledge of the representations therein,
   verifying that GAP Broadcasting has complied with the terms of this
   Consent Decree. The affidavit or declaration shall be submitted to Hillary
   S. DeNigro, Chief, Investigations & Hearings Division, Enforcement Bureau,
   Federal Communications Commission, 445 12th Street, S.W., Washington, D.C.
   20554.

   11. Voluntary Contribution.  GAP Broadcasting agrees that it will make a
       voluntary contribution to the United States Treasury in the total
       amount of $65,000, to paid as follows: an initial payment, in the
       amount of $7,500, shall be made within thirty (30) calendar days of
       the Effective Date; a second payment, in the amount of $17,500, shall
       be made on or before one year after the Effective Date; a third
       payment, in the amount of $25,000, shall be made on or before two
       years after the Effective Date; and a fourth and final payment, in the
       amount of $15,000, shall be made on or before three years after the
       Effective Date. Each payment must be made by check or similar
       instrument, payable to the order of the Federal Communications
       Commission. The payment must include the NAL/Account Number and FRN
       Number referenced in the caption to the Adopting Order. Payment by
       check or money order may be mailed to Federal Communications
       Commission, P.O. Box 979088, St. Louis, MO 63197-9000. Payment by
       overnight mail may be sent to U.S. Bank - Government Lockbox #979088,
       SL-MO-C2-GL, 1005 Convention Plaza, St. Louis, MO 63101. Payment by
       wire transfer may be made to ABA Number 021030004, receiving bank
       TREAS/NYC, and account number 27000001. For payment by credit card, an
       FCC Form 159 (Remittance Advice) must be submitted.  When completing
       the FCC Form 159, enter the NAL/Account number in block number 23A
       (call sign/other ID), and enter the letters "FORF" in block number 24A
       (payment type code). GAP Broadcasting will also send electronic
       notification on the date said payments are made to
       Hillary.DeNigro@fcc.gov, Gary.Schonman@fcc.gov, and
       Jennifer.Lewis@fcc.gov.

   12. Waivers. GAP Broadcasting waives any and all rights it may have to
       seek administrative or judicial reconsideration, review, appeal or
       stay, or to otherwise challenge or contest the validity of this
       Consent Decree and the Order adopting this Consent Decree, provided
       the Commission issues an Order adopting the Consent Decree without
       change, addition, modification, or deletion. GAP Broadcasting shall
       retain the right to challenge Commission interpretation of the Consent
       Decree or any terms contained herein. If either Party (or the United
       States on behalf of the Commission) brings a judicial action to
       enforce the terms of the Adopting Order, neither GAP Broadcasting nor
       the Commission shall contest the validity of the Consent Decree or the
       Adopting Order, and GAP Broadcasting shall waive any statutory right
       to a trial de novo. GAP Broadcasting hereby agrees to waive any claims
       it may otherwise have under the Equal Access to Justice Act, 5 U.S.C.
       S: 504 and 47 C.F.R. S: 1.1501 et seq., relating to the matters
       addressed in this Consent Decree. \

   13. Subsequent Rule or Order. The Parties agree that if any provision of
       the Consent Decree conflicts with any subsequent rule or Order adopted
       by the Commission (except an Order specifically intended to revise the
       terms of this Consent Decree to which GAP Broadcasting does not
       expressly consent) that provision will be superseded by such
       Commission rule or Order.

   14. Successors and Assigns. GAP Broadcasting agrees that the provisions of
       this Consent Decree shall be binding on its successors, assigns, and
       transferees.

   15. Final Settlement. The Parties agree and acknowledge that this Consent
       Decree shall constitute a final settlement between the Parties. The
       Parties further agree that this Consent Decree does not constitute
       either an adjudication on the merits or a factual or legal finding or
       determination regarding any compliance or noncompliance with the
       requirements of the Act or the Commission's Rules and Orders.

   16. Modifications. This Consent Decree cannot be modified without the
       advance written consent of both Parties.

   17. Paragraph Headings. The headings of the Paragraphs in this Consent
       Decree are inserted for convenience only and are not intended to
       affect the meaning or interpretation of this Consent Decree.

   18. Authorized Representative. Each party represents and warrants to the
       other that it has full power and authority to enter into this Consent
       Decree.

   19. Counterparts. This Consent Decree may be signed in any number of
       counterparts (including by facsimile), each of which, when executed
       and delivered, shall be an original, and all of which counterparts
       together shall constitute one and the same fully executed instrument.

   ________________________________ ___________________________

   Kris Anne Monteith Date

   Chief, Enforcement Bureau

   ________________________________ ____________________________

   George Laughlin Date

   Managing Member

   GAP Broadcasting, LLC

   See 47 C.F.R. S: 1.2105(c)(1) and (c)(6).

   See Letter from Gary Schonman, Acting Deputy Chief, Investigations &
   Hearings Division, Enforcement Bureau, to GAP Broadcasting, LLC, dated
   February 28, 2008 ("LOI").

   47 C.F.R. S: 1.2105(c)(1).

   47 C.F.R. S: 1.2105(c)(6).

   See  Auction of FM Broadcast Construction Permits Scheduled for March 7,
   2007: Notice and Filing Requirements, Minimum Opening Bids, Upfront
   Payments and Other Procedures for Auction No. 70, AU Docket No. 06-170,
   Public Notice, 21 FCC Rcd 12957 (WTB/MB 2006) ("Auction 70 Procedures
   Public Notice").

   See Letter from George Laughlin, Managing Member, GAP Broadcasting, LLC,
   to Marlene H. Dortch, Secretary Federal Communications Commission, dated
   March 10, 2008 ("LOI Response").

   See LOI Response at 2.

   Federal Communications Commission DA  08-2250

   4

   Federal Communications Commission DA  08-2250