Federal Communications Commission
Washington, D.C. 20554
Approved by OMB
3060-0031 (June 2014)
FCC 314
FOR FCC USE ONLY
 
APPLICATION FOR CONSENT TO ASSIGNMENT OF BROADCAST STATION CONSTRUCTION PERMIT OR LICENSE

Read INSTRUCTIONS Before Filling Out Form

FOR COMMISSION USE ONLY
FILE NO.

BALCDT - 20130808AAR
Section I - General Information
1. Legal Name of the Licensee/Permittee
WSYT LICENSEE L.P.
Mailing Address
C/O C. HARRINGTON - PILLSBURY WINTHROP SHAW PITTMAN LLP
2300 N STREET, NW

City
WASHINGTON
State or Country (if foreign address)
DC
Zip Code
20037 -
Telephone Number (include area code)
2026638525
E-Mail Address (if available)
FCC Registration Number:
0004970877
Call Sign
WSYT
Facility ID Number
40758
2. Contact Representative (if other than licensee/permittee)
CLIFFORD M. HARRINGTON, ESQ.
Firm or Company Name
PILLSBURY WINTHROP SHAW PITTMAN LLP
Mailing Address
2300 N STREET, NW

City
WASHINGTON
State or Country (if foreign address)
DC
ZIP Code
20037 -
Telephone Number (include area code)
2026638525

E-Mail Address (if available)
CLIFFORD.HARRINGTON@PILLSBURYLAW.COM
3. Legal Name of the Assignee
BRISTLECONE BROADCASTING LLC
Mailing Address
2111 UNIVERSITY PARK DRIVE
SUITE 605

City
OKEMOS
State or Country (if foreign address)
MI
ZIP Code
48864 -
Telephone Number (include area code)
5173474141
E-Mail Address (if available)
BRADY@NORTHWESTBROADCASTING.COM
4. Contact Representative (if other than assignee)
DENNIS P. CORBETT, ESQ.
Firm or Company Name
LERMAN SENTER PLLC
Mailing Address
2000 K STREET, NW, SUITE 600

City
WASHINGTON
State or Country (if foreign address)
DC
Zip Code
20006 - 1809
Telephone Number (include area code)
2024298970

E-Mail Address (if available)
DCORBETT@LERMANSENTER.COM
5.
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)
6.
Purpose of Application:
Assignment of license
Assignment of construction permit
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 portions of the pending application that are being revised.
[Exhibit 1]
7.
Were any of the authorizations that are the subject of this application obtained through the 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.
Yes No
[Exhibit 2]
8.
a. Were any of the authorizations that are the subject of this application obtained through the Commission's point system for reserved channel noncommercial educational stations (see 47 C.F.R. Sections 73.7001 and 73.7003)?

Yes No
b. If yes to 8(a), have all such stations operated for at least 4 years with a minimum operating schedule since grant pursuant to the point system?
Yes No
If no, list pertinent authorizations in an Exhibit and include in the Exhibit a showing that the transaction is consistent with the holding period requirements of 47 C.F.R. Section 73.7005(a).

[Exhibit 3]
c. LPFM Licenses Only: Has the assignor held the station license and operated the station for at least three years? Yes No
N/A
9.
a. Were any of the authorizations that are the subject of this application obtained after award of a dispositive Section 307(b) preference using the Tribal Priority, through Threshold Qualifications procedures, or through the Tribal Priority as applied before the NCE fair distribution analysis set forth in 47 C.F.R. § 73.7002(b)?

Yes No
b. If yes to 9(a), have all such stations operated for at least 4 years with a minimum operating schedule since grant?

Yes No

c. If no to 9(b), do both the assignor/transferor and assignee/transferee qualify for the Tribal Priority in all respects?

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

[Exhibit 4]



Section II - Assignor

1. Certification.  Licensee/permittee certifies that it has answered each question in this 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. Yes No
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 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.

Facility ID Number
Call Sign or  Construction Permit File Number
City
State
40758 WSYT
-
SYRACUSE NY

Facility ID Number
Call Sign or  Construction Permit File Number
City
State
15567 W16AX
-
ITHACA NY


 
3. Agreements for Sale of Station. Licensee/permittee certifies that:
a. it has placed in its public inspection file(s) and submitted as an exhibit to this item copies of all agreements for the sale of the station(s);
b. these documents embody the complete and final understanding between licensee/permittee and assignee; and
c. these agreements comply fully with the Commission's rules and policies.
Exhibit Required
Yes No
[Exhibit 5]
4. Other Authorizations. List call signs, locations and facility identifiers of all other broadcast stations in which licensee/permittee or any party to the application has an attributable interest. N/A
[Exhibit 6]
5. Character Issues. Licensee/permittee certifies that neither licensee/permittee nor any party to 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 were resolved adversely against the applicant or any party to the application; or
b. any pending broadcast application in which character issues have been raised.
Yes No

See Explanation in
[Exhibit 7]

6. Adverse Findings. Licensee/permittee certifies that, with respect to the licensee/permittee and 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 antitrust or unfair competition; fraudulent statements to another governmental unit; or discrimination. Yes No

See Explanation in
[Exhibit 8]

7. Local Public Notice. Licensee/permittee certifies that it has or will comply with the public notice requirements of 47 C.F.R. Section 73.3580. Yes No
8. Auction Authorization. Licensee/permittee certifies that more than five years have passed 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. Yes No

N/A

See Explanation in
[Exhibit 9]

9. Anti-Drug Abuse Act Certification. Licensee/permittee certifies that neither 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. Yes No
10. Anti-Discrimination Certification. Licensee/permittee certifies that neither licensee/permittee 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 commercially operated AM, FM, TV, Class A TV or international broadcast stations. Yes No

N/A

See Explanation in
[Exhibit 10]

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.

Typed or Printed Name of Person Signing
DAVID B. AMY
Typed or Printed Title of Person Signing
SECRETARY OF SOLE MEMBER'S SOLE MEMBER
Signature
Date
08/07/2013
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 - Assignee

1. Certification.  Assignee certifies that it has answered each question in this application based on its review of the application instructions and worksheets. Assignee 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. Yes No
2.
Assignee 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 applicant in an Exhibit.
[Exhibit 11]
b. Radio Station applicants only: If the station(s) being assigned is noncommercial educational or LPFM, the assignee certifies that the Commission had previously granted a broadcast application, identified here by file number, that found this assignee qualified as a noncommercial educational entity with a qualif'ing educational program, and that the assignee will use the station(s) to advance a program similar to that the Commission has found qualifying in the assignee's previous application.

Yes No
N/A

FCC File Number
-

c. Radio Station applicants only: Proposed assignees of noncommercial educational or LPFM stations that aswered "No" to Question 2(b) must include an exhibit that describes the assignee's educational objective and how the station will be used to advance an educational program that will further that objective according to 47 C.F.R. Section 73.503 (for radio applicants), 47 C.F.R. Section 853 (for LPFM applicants).
[Exhibit 12]
3. Agreements for Sale of Station. Assignee certifies that:
a. the written agreements in the licensee/permittee's public inspection file and submitted to the Commission embody the complete and final agreement for the sale of the station(s) which are to be assigned; and
b. these agreements comply fully with the Commission's rules and policies.
Yes No


See Explanation in
[Exhibit 13]

4.
Parties to the Application.
a. List the assignee, 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 the assignee, 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.

(1) Name and address of the assignee and each party to the application holding an attributable intrerest (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 assignee 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 (debt plus equity).
 
[Enter Parties/Owners Information]

4a. Parties to the Application

List the assignee, 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 the assignee, 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 assignee and each party to the application holding an attributable intrerest (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 assignee 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(debt plus equity).
(1) Name and Address (2) Citizenship (3) Positional Interest (4) Percentage of Votes (5) Percentage of total assets(debt plus equity)
BRISTLECONE BROADCASTING LLC, 2111 UNIVERSITY PARK DRIVE, SUITE 650, OKEMOS, MI 48864
US
PROPOSED LICENSEE
0
0

(1) Name and Address (2) Citizenship (3) Positional Interest (4) Percentage of Votes (5) Percentage of total assets(debt plus equity)
BRIAN W. BRADY, 2111 UNIVERSITY PARK DRIVE, SUITE 650, OKEMOS, MI 48864
US
MANAGING MEMBER, PRESIDENT
100
100

(1) Name and Address (2) Citizenship (3) Positional Interest (4) Percentage of Votes (5) Percentage of total assets(debt plus equity)
WILLIAM QUARLES, 200 PALISADES, PEACHTREE CITY, GA 30269
US
TREASURER/CFO
0
0

(1) Name and Address (2) Citizenship (3) Positional Interest (4) Percentage of Votes (5) Percentage of total assets(debt plus equity)
FRED L. LEVY, C/O BROWN RUDNICK LLP, 601 13TH ST., SUITE 600, WASHINGTON, DC 20005
US
SECRETARY
0
0


or [Exhibit 14]
b. Assignee certifies that equity interests not set forth above are non-attributable.
Yes No
N/A

See Explanation in
[Exhibit 15]

5. Other Authorizations. List call signs, locations and facility identifiers of all other broadcast stations in which licensee/permittee or any party to the application has an attributable interest. N/A
[Exhibit 16]
6. Multiple Ownership.
a. Is the assignee or any party to the application the holder of an attributable radio or television joint sales agreement or an attributable radio or television time brokerage agreement with the station(s) subject to this application or with any other station in the same market as the station(s) subject to this application?

If "Yes," radio applicants must submit as an Exhibit a copy of each such agreement for radio stations.

Yes No

[Exhibit 17]

b. Assignee certifies that the proposed assignment complies with the Commission's multiple ownership rules and cross-ownership rules.

AM and/or FM Radio applicants only: If "Yes," submit an Exhibit providing 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.

Yes No


[Exhibit 18]

c. Assignee certifies that the proposed assignment:
1.  does not present an issue under the Commission's policies relating to media interests of immediate family members;
2.  complies with the Commission's policies relating to future ownership interests; and
3.  complies with the Commission's restrictions relating to the insulation and nonparticipation of non-party investors and creditors.

Yes No

See Explanation in
[Exhibit 19]

d.
Does the Assignee claim status as an "eligible entity," that is, an entity that qualifies as a 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 corporation or partnership that will own the media outlet; or (2) 15 percent or more of the 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.
Yes No


See Explanation in
[Exhibit 20]

e. Does this assignment include a grand-fathered cluster of stations?
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:
Yes No
  A. An Eligible Entity (as defined in Item 6d, above).
  B. An Irrevocable Trust that will assign the station(s) to an Eligible Entity.
  All applicants: If "Yes" to Item 6e A or B: Submit as an Exhibit a copy of the form of irrevocable trust agreement providing for the assignment of the station(s) to an Eligible Entity.
Yes No
  Yes No

 

See Explanation in
[Exhibit 21]

7. Character Issues. Assignee certifies that neither assignee nor any party to 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 were resolved adversely against the applicant or any party to the application; or
b. any pending broadcast application in which character issues have been raised.
Yes No

See Explanation in
[Exhibit 22]

8. Adverse Findings. Assignee certifies that, with respect to the assignee and 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 antitrust or unfair competition; fraudulent statements to another governmental unit; or discrimination. Yes No


See Explanation in
[Exhibit 23]

9. Alien Ownership and Control. Assignee certifies that it complies with the provisions of Section 310 of the Communications Act of 1934, as amended, relating to interests of aliens and foreign governments. Yes No

See Explanation in
[Exhibit 24]

10. Financial Qualifications. Assignee certifies that sufficient net liquid assets are on hand or are available from committed sources to consummate the transaction and operate the station(s) for three months. Yes No

See Explanation in
[Exhibit 25]

11. Program Service Certification. Assignee certifies that it is cognizant of and will comply 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. Yes No
12. Auction Authorization. Assignee certifies that where less than five years have passed since 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. Yes No

N/A

See Explanation in
[Exhibit 26]

13. Anti-Drug Abuse Act Certification. Assignee certifies that neither assignee 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. Yes No
14. Equal Employment Opportunity (EEO). If the applicant proposes to employ five or more full-time employees, applicant certifies that it is filing simultaneously with this application a Model EEO Program Report on FCC Form 396-A.
Yes No
N/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
BRIAN W. BRADY
Typed or Printed Title of Person Signing
MANAGING MEMBER
Signature
Date
08/06/2013

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 5
Description:
EXHIBIT 5

A COPY OF THE ASSET PURCHASE AGREEMENT ('APA') ASSOCIATED WITH THE PROPOSED ASSIGNMENT IS ATTACHED HERETO. THE ASSOCIATED DISCLOSURE SCHEDULES, ANNEXES AND EXHIBITS HAVE BEEN OMITTED. THE OMITTED DISCLOSURE SCHEDULES, ANNEXES AND EXHIBITS ARE AS FOLLOWS:

SCHEDULE 1.01(A) - EMPLOYEES
SCHEDULE 1.01(B) - SELLER ACCOUNT
SCHEDULE 2.01(G) - PURCHASED INTERNET ASSETS
SCHEDULE 2.01(L) - OTHER PURCHASED ASSETS
SCHEDULE 2.02(J) - SECTION 2.02(J) CONTRACTS
SCHEDULE 2.02(N) - EXCLUDED ASSETS
SCHEDULE 2.04(A) - EXCLUDED LIABILITIES FROM CONTRACTS AND GOVERNMENT ORDERS
SCHEDULE 2.04(C) - EXCLUDED LIABILITIES RELATED TO INDEBTEDNESS
SCHEDULE 2.10 - SHARED CONTRACTS
SCHEDULE 3.04 - NONCONTRAVENTION
SCHEDULE 3.05(A) - MATERIAL ASSUMED CONTRACTS
SCHEDULE 3.06(A) - REGISTRATIONS OF INTANGIBLE PROPERTY
SCHEDULE 3.06(B) - CLAIMS RELATING TO INTANGIBLE PROPERTY
SCHEDULE 3.08(A) - BUSINESS FINANCIAL STATEMENTS
SCHEDULE 3.08(B) - UNDISCLOSED LIABILITIES
SCHEDULE 3.09(A) - ABSENCE OF CERTAIN CHANGES OR EVENTS EXCEPTIONS TO THE ORDINARY COURSE
SCHEDULE 3.09(B) - ABSENCE OF CERTAIN CHANGES OR EVENTS CERTAIN CHANGES OR EVENTS
SCHEDULE 3.10 - LITIGATION
SCHEDULE 3.11 - VIOLATION OF LAW
SCHEDULE 3.12(A)(1) - FCC LICENSES
SCHEDULE 3.12(A)(2) - CONDITIONS OF FCC LICENSES
SCHEDULE 3.12(B) - FCC APPLICATIONS
SCHEDULE 3.12(C)(1) - COMPLIANCE WITH THE COMMUNICATIONS ACT AND FCC LICENSES
SCHEDULE 3.12(C)(2) - FCC PROCEEDINGS RELATED TO THE STATION
SCHEDULE 3.12(D) - FCC APPLICATIONS
SCHEDULE 3.13(A) - AGREEMENTS WITH MVPDS
SCHEDULE 3.13(B) - MVPDS THAT CARRY THE STATION OUTSIDE THE MARKET
SCHEDULE 3.14(A) - EMPLOYEE INFORMATION
SCHEDULE 3.14(B) - LABOR AGREEMENTS
SCHEDULE 3.14(C) - LABOR ISSUES
SCHEDULE 3.14(D) - TERMINATED EMPLOYEES
SCHEDULE 3.15(A) - EMPLOYEE PLANS
SCHEDULE 3.15(C) - PLANS WITH NON DEDUCTIBLE PAYMENTS
SCHEDULE 3.15(D) - LITIGATION RELATED TO EMPLOYEE PLANS
SCHEDULE 3.15(E) - DEFINED BENEFIT PENSION PLANS
SCHEDULE 3.15(G) - ACCELERATION OF BENEFITS UNDER EMPLOYEE PLANS
SCHEDULE 3.17(A) - EQUIPMENT
SCHEDULE 3.17(B) - EQUIPMENT CONDITION
SCHEDULE 3.17(C) - RIGHTS OF OTHERS IN THE EQUIPMENT
SCHEDULE 3.19(A) - UNPAID TAXES
SCHEDULE 3.19(E) - EXTENSIONS OF TIME TO FILE TAX RETURNS
SCHEDULE 4.06 - FCC APPLICATIONS
SCHEDULE 5.01 - OPERATIONS PENDING CLOSING
SCHEDULE 5.01(C) - OPERATIONS PENDING CLOSING ENCUMBERING ASSETS
SCHEDULE 5.01(D) - OPERATIONS PENDING CLOSING EXCEPTIONS TO THE ORDINARY COURSE
SCHEDULE 5.01(H) - OPERATIONS PENDING CLOSING AGREEMENTS
SCHEDULE 5.01(L) - OPERATIONS PENDING CLOSING CAPITAL EXPENDITURES
SCHEDULE 5.01 (O) - OPERATIONS PENDING CLOSING CONTRACTS OR NEW LEASES
SCHEDULE 6.03 - TERMINATION OF RIGHTS TO NAMES AND MARKS
SCHEDULE 8.01(A) - EMPLOYEES TO BE OFFERED EMPLOYMENT
SCHEDULE 9.04 - TAXPAYER IDENTIFICATION NUMBERS
SCHEDULE 10.03(C) - REQUIRED CONSENTS
ANNEX 3.08(A) - BUSINESS FINANCIAL STATEMENTS
ANNEX 3.17(A) - EQUIPMENT
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


THE DISCLOSURE SCHEDULES, ANNEXES AND EXHIBITS 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.

ASSIGNOR AND ASSIGNEE WILL ALSO ENTER INTO A STUDIO LEASE, A TOWER LEASE AND A SHORT-TERM TRANSITION SERVICES AGREEMENT TO PROVIDE CUSTOMARY TRANSITION SERVICES POST CLOSING (COPIES ATTACHED).

PURSUANT TO THE APA, UPON CONSUMMATION OF THE TRANSACTIONS CONTEMPLATED BY THE APA, ASSIGNEE WILL ALSO ASSUME ALL OF ASSIGNOR'S RIGHTS AND OBLIGATIONS UNDER (I) A GRANDFATHERED TIME BROKERAGE AGREEMENT, DATED DECEMBER 21, 1995, AS AMENDED (THE 'WNYS TBA'), BETWEEN RKM MEDIA, INC. ('RKMM'), LICENSEE OF WNYS(TV), SYRACUSE, NEW YORK, FAC ID 40758, AND SINCLAIR PROPERTIES, LLC'S ('SPLLC') PREDECESSOR IN INTEREST, MAX MEDIA ACQUISITION CORPORATION AND (II) AN OPTION IN THE FORM OF AN ASSET PURCHASE AGREEMENT DATED AS OF JULY 15, 2005, AS AMENDED, BETWEEN RKMM AND SPLLC (THE 'WNYS OPTION'), PURSUANT TO WHICH SPLLC HAS AN OPTION TO PURCHASE THE ASSETS OF WNYS(TV) (COPIES ATTACHED).


Attachment 5
Description
Asset Purchase Agreement
Studio Lease
Tower Lease
Transition Services Agreement
WNYS Time Brokerage Agreement
WNYS Asset Purchase Agreement


Attachment 6
Description
Other Authorizations


Exhibit 7
Description:
EXHIBIT 7

THE ASSIGNOR BELIEVES THAT THIS QUESTION IS PROPERLY ANSWERED IN THE AFFIRMATIVE. HOWEVER, OUT OF AN ABUNDANCE OF CAUTION, IT IS NOTED THAT IN THE MATTER OF EDWIN L. EDWARDS, SR. ET AL, 16 FCC RCD 22236 (2001), SINCLAIR BROADCAST GROUP, INC. (SINCLAIR) WAS FOUND QUALIFIED TO BE A COMMISSION LICENSEE AND THE ASSIGNMENT APPLICATIONS WERE GRANTED. IN THAT MATTER, THE COMMISSION ISSUED A FORFEITURE WHICH HAS BEEN PAID. ADDITIONALLY, VARIOUS PARTIES HAVE FILED COMPLAINTS AND OTHER OBJECTIONS AGAINST SINCLAIR AND STATIONS LICENSED TO SINCLAIR'S SUBSIDIARIES. AS A RESULT OF THESE FILINGS, A NUMBER OF SINCLAIR'S APPLICATIONS REMAIN PENDING BEFORE THE COMMISSION.

Attachment 7


Exhibit 13
Description:
AGREEMENTS FOR SALE OF STATION

SEE ASSIGNOR'S EXHIBIT 5

Attachment 13


Attachment 16
Description
Other Authorizations