Federal Communications Commission
Washington, D.C. 20554
Approved by OMB
3060-0031 (September 2004)
FOR FCC USE ONLY
 
Extension of Consummation

Read Instructions/FAQ before filling out form

FOR COMMISSION USE ONLY
FILE NO.

Section I - General Information
1. Legal Name of the Applicant
AMFM TEXAS LICENSES LIMITED PARTNERSHIP
Mailing Address
2625 S. MEMORIAL DRIVE
SUITE A

City
TULSA
State or Country (if foreign address)
OK
Zip Code
74129 -
Telephone Number (include area code)
9186644581
E-Mail Address (if available)
FCC Registration Number:
0001662451
Call Sign 
KBME
Facility ID Number
23082
2. Contact Representative (if other than licensee/permittee)
MATTHEW L GIBSON
Firm or Company Name
WILEY REIN LLP
Mailing Address
1776 K STREET, NW

City
WASHINGTON
State or Country (if foreign address)
DC
ZIP Code
20006 -
Telephone Number (include area code)
2027197185

E-Mail Address (if available)
MGIBSON@WILEYREIN.COM
3. Purpose:
Consummation Notice
Extension of Consummation
Notification of Non-consummation
4. Consummation for:
Assignment of License and/or Permit
Transfer of Control
5.
Lead Station File Number:     BTC - 20061212BXW
Lead Facility ID:    23082
6.
(a) I request a ninety (90) day extension of the deadline to consummate the referenced assignment
of license/transfer of control application
Yes   No

(b) This is a second or greater extension of time for consummation request

Yes No
If yes to Item #b, an exhibit is attached which (1) states the reason for the further extension and (2) states that
all the pertinent information included in the application is still current
[Exhibit 1]

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
ANDREW W. LEVIN
Typed or Printed Title of Person Signing
CHIEF LEGAL OFFICER
Signature
Date
06/27/2008

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 1
Description:
EXTENSION REQUEST

CLEAR CHANNEL COMMUNICATIONS INC. ('CLEAR CHANNEL') AND TRANSFEREES THOMAS H. LEE EQUITY FUND VI, L.P. AND BAIN CAPITAL (CC) IX, L.P. ('TRANSFEREES' AND, TOGETHER WITH CLEAR CHANNEL, THE 'PARTIES') HEREBY REQUEST A FURTHER 90-DAY EXTENSION OF TIME TO CONSUMMATE THE TRANSFER OF CONTROL OVER LICENSES HELD BY VARIOUS CLEAR CHANNEL SUBSIDIARIES. SEE MEMORANDUM OPINION AND ORDER: IN THE MATTER OF EXISTING SHAREHOLDERS OF CLEAR CHANNEL COMMUNICATIONS, INC. (TRANSFERORS) AND SHAREHOLDERS OF THOMAS H. LEE EQUITY FUND VI, L.P., BAIN CAPITAL (CC) IX, L.P., AND BT TRIPLE CROWN CAPITAL HOLDINGS III, INC. (TRANSFEREES), FCC FILE NOS. BTCCT-20061212AVR ET AL., FCC 08-3, RELEASED JANUARY 24, 2008, AS CORRECTED BY ERRATUM, RELEASED JANUARY 30, 2008 (THE 'ORDER').

IN THE ORDER, THE COMMISSION GRANTED VARIOUS APPLICATIONS FOR CONSENT TO A TRANSFER OF CONTROL OF CLEAR CHANNEL, A PUBLICLY-TRADED COMPANY, AND ITS LICENSEE SUBSIDIARIES, FROM THE CURRENT SHAREHOLDERS OF CLEAR CHANNEL TO THE TRANSFEREES. AS THE COMMISSION IS AWARE, THE PROPOSED TRANSACTION INVOLVES A TRANSFER OF CONTROL OF MORE THAN ONE THOUSAND BROADCAST LICENSES AND A SIGNIFICANT NUMBER OF WIRELESS, EARTH STATION AND OTHER NON-BROADCAST AUTHORIZATIONS. IN DECEMBER 2006, THE PARTIES FILED THE PRINCIPAL TRANSFER APPLICATIONS WITH THE FCC. THE INFORMATION SET FORTH IN THOSE APPLICATIONS, AS AMENDED, REMAINS COMPLETE AND ACCURATE IN ALL MATERIAL RESPECTS. THE PARTIES TIMELY FILED FOR A FIRST 90-DAY EXTENSION OF THESE BROADCAST TRANSFER CONSENTS BEFORE THE EXPIRATION OF THEIR INITIAL TERMS.

A FURTHER EXTENSION IS REQUIRED TO CONSUMMATE THE MERGER TRANSACTION. AS HAS BEEN WIDELY REPORTED, THE PARTIES WERE READY, WILLING, AND ABLE TO CLOSE THE PROPOSED TRANSFER OF CONTROL TRANSACTION IN MARCH 2008. THEY COULD NOT DO SO BECAUSE OF A DISPUTE WITH THE CONSORTIUM OF BANKS (THE 'BANKS') THAT HAD COMMITTED TO PROVIDE DEBT FINANCING FOR THE PROPOSED TRANSACTION, WHICH ULTIMATELY RESULTED IN LITIGATION AMONG THE PARTIES AND THE BANKS. THE LITIGATION WAS RESOLVED ON MAY 13, 2008, WHEN THE PARTIES ENTERED INTO A SETTLEMENT WITH THE BANKS RESULTING IN, AMONG OTHER THINGS, THE EXECUTION OF AN AMENDED MERGER AGREEMENT WITH REVISED PER-SHARE CONSIDERATION TO BE PAID TO CLEAR CHANNEL SHAREHOLDERS IN CONNECTION WITH THE PROPOSED MERGER.

UNDER TEXAS LAW, CLEAR CHANNEL'S SHAREHOLDERS MUST APPROVE THE REVISED TERMS OF THE MERGER AGREEMENT. ACCORDINGLY, CLEAR CHANNEL HAS SCHEDULED A JULY 24, 2008 SHAREHOLDER MEETING TO VOTE ON THE MODIFIED MERGER AGREEMENT. ASSUMING THAT CLEAR CHANNEL'S SHAREHOLDERS APPROVE THE TRANSACTION, THE PARTIES ANTICIPATE CONSUMMATING THE MERGER ON JULY 30, 2008.

THE PARTIES SUBMIT THAT GOOD CAUSE SUPPORTS A FURTHER EXTENSION OF THE OUTSTANDING CONSENTS AND THAT A FURTHER EXTENSION WOULD SERVE THE PUBLIC INTEREST IN A NUMBER OF IMPORTANT RESPECTS.

THE PARTIES AND THE COMMISSION HAVE EXPENDED SIGNIFICANT TIME AND RESOURCES OVERALL IN CONNECTION WITH THE FCC LICENSE TRANSFER PROCESS. THE COMMISSION ALREADY HAS REVIEWED CAREFULLY THE DETAILS OF THE PROPOSED TRANSACTION AND FOUND THAT GRANT OF THE TRANSFER APPLICATIONS WOULD SERVE THE PUBLIC INTEREST IN A PROCESS REQUIRING MORE THAN A YEAR. NO PARTY FILED FOR RECONSIDERATION OF THE COMMISSION'S CONSENT, AND THERE HAVE BEEN NO DEVELOPMENTS OR MATERIAL CHANGES IN THE INTERIM RELATING TO CLEAR CHANNEL, THE TRANSFEREES OR THE PROPOSED TRANSACTION THAT WOULD NECESSITATE OR JUSTIFY ANY FURTHER REVIEW OF THE PARTIES' PROPOSAL. CLEAR CHANNEL ALREADY HAS IMPLEMENTED CERTAIN DIVESTITURES IN CONJUNCTION WITH THE PROPOSED TRANSACTION, AND THE PARTIES HAVE ADVISED THE COMMISSION WITH RESPECT TO THESE AND OTHER COLLATERAL STEPS RELATED TO CONSUMMATING THE PROPOSED TRANSACTION. IN ADDITION, THE PARTIES HAVE OBTAINED AND HOLD VARIOUS OTHER DOMESTIC AND INTERNATIONAL REGULATORY APPROVALS NECESSARY FOR COMPLETING THE PROPOSED TRANSACTION, WHICH COULD BE JEOPARDIZED IF THE FCC TRANSFER PROCESS SHOULD NEED TO BEGIN ANEW. REPEATING THE FCC TRANSFER PROCESS IN THIS CONTEXT WOULD MAKE NO PRACTICAL SENSE, NOR WOULD IT SERVE ANY USEFUL OR LEGITIMATE PURPOSE.

FURTHERMORE, THE DEVELOPMENTS THAT PRECIPITATED THE NEED FOR THIS EXTENSION REQUEST THAT IS, THE BANKS' FAILURE TO FUND THE DEBT FINANCING COMMITMENTS FOR THE PROPOSED TRANSACTION IN ACCORDANCE WITH THE TERMS OF THOSE COMMITMENTS AS UNDERSTOOD BY THE TRANSFEREES WERE UNFORESEEN AND OUTSIDE OF THE CONTROL OF THE PARTIES. CLEAR CHANNEL AND THE TRANSFEREES NEVERTHELESS QUICKLY IMPLEMENTED MEASURES TO RESOLVE THIS CONTROVERSY, INCLUDING THE FILING OF LITIGATION, AND ULTIMATELY ACHIEVED A SETTLEMENT THAT WILL PERMIT THE TRANSACTION TO PROCEED FOLLOWING APPROVAL OF THE CLEAR CHANNEL SHAREHOLDERS. THUS, THE REASONS FOR THE DELAY HAVE BEEN ADDRESSED AND FULLY RESOLVED, AND A GRANT OF THIS EXTENSION REQUEST WILL PERMIT THE PARTIES TO CONSUMMATE THE PROPOSED TRANSACTION IN ACCORDANCE WITH ITS TERMS.

IN LIGHT OF THE FOREGOING, THE PARTIES RESPECTFULLY REQUEST A FURTHER 90-DAY EXTENSION OF TIME IN WHICH TO CONSUMMATE THE MERGER TRANSACTION.

Attachment 1