LAURIE MINTZ AND UNA VES MAS SAN DIEGO, LLC (UVM) ENTERED INTO AN ASSET PURCHASE AGREEMENT UNDER WHICH MS. MINTZ WOULD ASSIGN TO UVM CERTAIN ASSETS, INCLUDING THE LICENSE, OF KZDF-LP, SAN DIEGO, CALIFORNIA (THE KZDF-LP ASSETS). UVM AND MCGRAW-HILL BROADCASTING COMPANY, INC. (MCGRAW-HILL) SEPARATELY ENTERED INTO AN AMENDED AND RESTATED ASSET EXCHANGE AGREEMENT UNDER WHICH UVM, IMMEDIATELY UPON UVMS ASSUMPTION OF THE KZDF-LP ASSETS FROM MS. MINTZ, WOULD ASSIGN THE KZDF-LP ASSETS (AND CERTAIN ADDITIONAL ASSETS) TO MCGRAW-HILL. THE ASSIGNMENT OF THE LICENSE FOR KZDF-LP FROM MS. MINTZ TO UVM AND FROM UVM TO MCGRAW-HILL IS A PASS-THROUGH TRANSACTION OCCURRING ESSENTIALLY INSTANTANEOUSLY. IN ACCORDANCE WITH THE COMMISSIONS DECISION IN JOHN H. PHIPPS, INC., 11 FCC RCD 13053 (1996), THE INSTANT APPLICATION SEEKS CONSENT TO THE ASSIGNMENT OF THE KZDF-LP LICENSE FROM MS. MINTZ TO MCGRAW-HILL.