A COPY OF THE ASSET PURCHASE AGREEMENT ('APA') ASSOCIATED WITH THE PROPOSED ASSIGNMENT IS ATTACHED HERETO. NOT ALL OF THE EXHIBITS AND SCHEDULES TO THE APA HAVE BEEN INCLUDED. THE EXCLUDED APA EXHIBITS AND SCHEDULES ARE AS FOLLOWS: EXHIBIT A-1 FORM OF BILL OF SALE EXHIBIT A-2 FORM OF ASSIGNMENT OF FCC LICENSES EXHIBIT A-3 FORM OF ASSIGNMENT OF INTANGIBLES EXHIBIT A-4 FORM OF ASSIGNMENT AND ASSUMPTION AGREEMENT EXHIBIT A-5 FORM OF ASSIGNMENT AND ASSUMPTION OF REAL PROPERTY LEASES EXHIBIT A-6 FORM OF TOWER LEASE EXHIBIT A-7 FORM OF TRANSITION OF SERVICES AGREEMENT EXHIBIT A-8 FORM OF SALES OFFICE LEASE SCHEDULE 1.01 DEFINITIONS SCHEDULE 2.01 PURCHASE AND SALE SCHEDULE 2.02 EXCLUDED ASSETS SCHEDULE 2.04 EXCLUDED LIABILITIES SCHEDULE 3.04 NONCONTRAVENTION SCHEDULE 3.05 CONTRACTS SCHEDULE 3.06 INTANGIBLE PROPERTY SCHEDULE 3.07 REAL PROPERTY SCHEDULE 3.08 FINANCIAL STATEMENTS SCHEDULE 3.09 ABSENCE OF CERTAIN CHANGES OR EVENTS SCHEDULE 3.10 ABSENCE OF LITIGATION SCHEDULE 3.11 COMPLIANCE WITH LAWS SCHEDULE 3.12 FCC MATTERS; QUALIFICATIONS SCHEDULE 3.13 CABLE AND SATELLITE MATTERS SCHEDULE 3.14 EMPLOYEES; LABOR MATTERS SCHEDULE 3.15 EMPLOYEE BENEFIT PLANS SCHEDULE 3.16 ENVIRONMENTAL MATTERS SCHEDULE 3.17 EQUIPMENT SCHEDULE 3.19 TAXES SCHEDULE 4.06 FCC QUALIFICATIONS SCHEDULE 5.01 OPERATIONS PENDING CLOSING SCHEDULE 6.03 TERMINATION OF RIGHTS TO THE NAMES AND MARKS SCHEDULE 7.01 GOVERNMENTAL CONSENTS SCHEDULE 9.04 TAXPAYER IDENTIFICATION NUMBER SCHEDULE 9.06 PURCHASE PRICE ALLOCATION SCHEDULE 10.03 CONDITIONS TO OBLIGATIONS OF BUYER THE APA EXHIBITS AND SCHEDULES IDENTIFIED ABOVE CONTAIN PROPRIETARY INFORMATION AND/OR ARE NOT GERMANE TO THE COMMISSION'S CONSIDERATION OF THIS APPLICATION. SEE LUJ, INC. AND LONG NINE, INC., MEMORANDUM OPINION AND ORDER, 17 FCC RCD 16980 (2002). THE EXCLUDED DOCUMENTS WILL BE PROVIDED TO THE COMMISSION UPON REQUEST.