THE INSTANT APPLICATION SEEKS FCC CONSENT TO ASSIGN THE LICENSE FOR STATION WWHB-CA, STUART, FL FROM TELEVISION STATION WWHB LLC TO WPB TV LICENSEE CORP. A COPY OF THE ASSET PURCHASE AGREEMENT (THE 'APA'), DATED AS OF FEBRUARY 7, 2007, BETWEEN C-28 FCC LICENSE SUBSIDIARY, LLC, CBS STATIONS GROUP OF TEXAS, L.P., CHANNEL 28 TELEVISION STATION INC., CHANNEL 34 TELEVISION STATION LLC, KUTV HOLDINGS, INC., TELEVISION STATION WTCN LLC, AND TELEVISION STATION WWHB LLC (COLLECTIVELY REFERRED TO AS 'SELLER'), ON THE ONE HAND, AND TV STATIONS ACQUISITION LLC ('BUYER'), ON THE OTHER HAND, A COPY OF THE LOCAL MARKETING AGREEMENT DATED AS OF FEBRUARY 7, 2007 (THE 'LMA'), BETWEEN SELLER AND BUYER, AS WELL AS A COPY OF THE ESCROW AGREEMENT, DATED FEBRUARY 7, 2007, AMONG SELLER, BUYER, AND US BANK NATIONAL ASSOCIATION, ARE ATTACHED TO THIS APPLICATION. THE SCHEDULES AND EXHIBITS TO THE APA, LMA AND ESCROW AGREEMENT CONTAIN PROPRIETARY INFORMATION THAT IS NOT GERMANE TO THE COMMISSION'S EVALUATION OF THIS APPLICATION, AND HAVE BEEN OMITTED FROM THIS FILING. SUCH SCHEDULES AND EXHIBITS ARE IDENTIFIED BELOW AND WILL BE PROVIDED TO THE COMMISSION UPON REQUEST. IN LIGHT OF THE COMMISSION'S DECISION IN 'APPLICATION OF LUJ, INC. AND LONG NINE, INC.,' MEMORANDUM OPINION AND ORDER, 17 FCC RCD 16980 (2002), SECTION II, ITEM 3, AND SECTION III, ITEM 3, OF THIS APPLICATION HAVE BEEN ANSWERED 'NO'. THE ATTACHED AGREEMENTS COMPLY FULLY WITH THE COMMISSION'S RULES AND POLICIES. LIST OF APA SCHEDULES SCHEDULE 1.01(A) - REAL PROPERTY SCHEDULE 1.01(B) - PERMITTED LIENS SCHEDULE 2.01(G) - WEBSITES & DOMAIN NAMES SCHEDULE 2.01(H) - PERMITS SCHEDULE 2.02(P) - EXCLUDED ASSETS SCHEDULE 2.03 - ASSUMED INDEBTEDNESS SCHEDULE 3.04 - NONCONTRAVENTION SCHEDULE 3.05(A) - CONTRACTS SCHEDULE 3.05(E) - PROGRAMMING PAYMENTS AND USAGE REPORTS SCHEDULE 3.05(F) - GROUP CONTRACTS SCHEDULE 3.06(A)(1) - COPYRIGHTS SCHEDULE 3.06(A)(2) - TRADEMARKS SCHEDULE 3.06(A)(3) - DOMAIN NAMES SCHEDULE 3.06(B) - EXCEPTIONS AS TO INTANGIBLE PROPERTY SCHEDULE 3.09(A) - REFERENCE FINANCIAL STATEMENTS SCHEDULE 3.09(B) - EXCEPTIONS AS TO REFERENCE FINANCIAL STATEMENTS SCHEDULE 3.10(A) - ABSENCE OF CHANGES SCHEDULE 3.10(B) - ABSENCE OF CERTAIN CHANGES SCHEDULE 3.11 - ABSENCE OF LITIGATION SCHEDULE 3.13(A)(1) - FCC LICENSES SCHEDULE 3.13(A)(2) - CONDITIONS AS TO FCC LICENSES SCHEDULE 3.13(B) - PENDING FCC APPLICATIONS SCHEDULE 3.13(C)(1) - COMPLIANCE WITH LAWS SCHEDULE 3.13(C)(2) - PENDING FCC LITIGATION SCHEDULE 3.13(D) - FCC APPLICATIONS SCHEDULE 3.13(E) - DIGITAL TELEVISION OPERATION SCHEDULE 3.14 - CABLE AND SATELLITE MATTERS SCHEDULE 3.15(A) - EMPLOYEES SCHEDULE 3.15(B) - LABOR MATTERS SCHEDULE 3.16(A) - EMPLOYEE PLANS SCHEDULE 3.16(B) - EMPLOYEE CONTRACTS/ARRANGEMENTS SCHEDULE 3.17 - ENVIRONMENTAL MATTERS SCHEDULE 3.18 - EQUIPMENT; MOTOR VEHICLES SCHEDULE 3.18(A) - EQUIPMENT LIST SCHEDULE 3.18(B) - EXCEPTIONS AS TO OPERATING CONDITIONS OF EQUIPMENT SCHEDULE 3.18(C) - EQUIPMENT LEASES IN EXCESS OF $50,000 SCHEDULE 3.18(D) - RIGHT TO USE SCHEDULE 3.20(A) - TAX LIENS SCHEDULE 3.20(D) - PARTNERSHIP INTEREST SCHEDULE 3.22 - ADVERTISING SCHEDULE 5.01 - PERMITTED LEASE EXTENSIONS SCHEDULE 5.04 - ENVIRONMENTAL SCHEDULE 5.06 - TITLE COMMITMENTS SCHEDULE 5.09 - REPAIRS SCHEDULE 9.04 - TAXPAYER IDENTIFICATION NUMBERS SCHEDULE 10.03 - CONSENTS LIST OF APA EXHIBITS EXHIBIT A-1 - FORM OF BILL OF SALE EXHIBIT A-2 - FORM OF ASSIGNMENT OF FCC LICENSES EXHIBIT A-3 - FORM OF ASSIGNMENT OF TRADEMARKS EXHIBIT A-4 - FORMS OF SPECIAL WARRANTY DEED EXHIBIT A-5 - FORM OF ASSIGNMENT AND ASSUMPTION AGREEMENT EXHIBIT A-6 - FORM OF ASSIGNMENT AND ASSUMPTION OF LEASES EXHIBIT B - FORMS OF CBS AFFILIATION AGREEMENT EXHIBIT C - FORM OF CW AFFILIATION AGREEMENT EXHIBIT D - FORM TRANSITION SERVICES AGREEMENT LIST OF LMA SCHEDULES SCHEDULE 1.1 - PUBLIC INTEREST PROGRAMMING SCHEDULE 1.5 - PAYMENT SCHEDULE SCHEDULE 3.1 - PROGRAM STANDARDS SCHEDULE 4.1 - STATION EMPLOYEES SCHEDULE 5.1 - CONTRACTS TO BE RETAINED BY LICENSEE DURING THE TERM LIST OF ESCROW AGREEMENT EXHIBITS EXHIBIT A - U.S. BANK NATIONAL ASSOCIATION MONEY MARKET ACCOUNTS ACCOUNT DESCRIPTION AND TERMS