Federal Communications Commission
Washington, D.C. 20554
Approved by OMB
3060-0031 (June 2014)
FCC 315
FOR FCC USE ONLY
 
APPLICATION FOR CONSENT TO TRANSFER CONTROL OF ENTITY HOLDING BROADCAST STATION CONSTRUCTION PERMIT OR LICENSE

Read INSTRUCTIONS Before Filling Out Form

FOR COMMISSION USE ONLY
FILE NO.

BTCH - 20061212BYE
Section I - General Information
1. Legal Name of the Licensee/Permittee
AMFM BROADCASTING LICENSES, LLC
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:
0012325395
Call Sign
KBIG-FM
Facility ID Number
6360
2. Contact Representative (if other than licensee/permittee)
DORANN BUNKIN
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)
2027197231

E-Mail Address (if available)
DBUNKIN@WILEYREIN.COM
3. 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)
4. Purpose of Application:
Transfer of control of licensee
Transfer of control of permitte
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]
5.
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)?
Yes No
If yes, list pertinent authorizations in an Exhibit.
[Exhibit 2]
6.
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 6(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 licensor held the station license and operated the station for at least three years? Yes No
N/A
7.
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 7(a), have all such stations operated for at least 4 years with a minimum operating schedule since grant?
Yes No

c. If no to 7(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 - Transferor(s)

1. Certification.   Transferor(s) certify that it (they) have answered each question in this application based on its (their) review of the application instructions and worksheets. Transferor(s) further certify that where it (they) have made an affirmative certification below, this certification constitutes its (their) representation that the application satisfies each of the pertinent standards and criteria set forth in the application instructions and worksheets. Yes No
2.
Legal Name of the Transferor
SHAREHOLDERS OF CLEAR CHANNEL COMMUNICATIONS, INC.
Mailing Address
200 EAST BASSE ROAD

City
SAN ANTONIO
State or Country (if foreign address)
TX
Zip Code
78209 -
Telephone Number (include area code)
2108222828
E-Mail Address (if available)

3.
Contact Representative (if other than transferor)
DORANN BUNKIN
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)
2027197231

E-Mail Address (if available)
DBUNKIN@WILEYREIN.COM
If more than one transferor, submit the information requested in questions 2 and 3 for each transferor.
[Exhibit 5]
4. Changes in interests as a result of transfer.

[Enter Changes in Interests Information]



or [Exhibit 6]

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
11/15/2007
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 - Licensee/Permittee

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 transferred. 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 transferred. 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
14241
K280DT
-
THOUSAND OAKS CA

Facility ID Number
Call Sign
or Construction Permit File Number
City
State
34426
K292CR
-
SIMI VALLEY CA

Facility ID Number
Call Sign
or Construction Permit File Number
City
State
6360
KBIG-FM
-
LOS ANGELES CA

Facility ID Number
Call Sign
or Construction Permit File Number
City
State
41967
KDWB-FM
-
RICHFIELD MN

Facility ID Number
Call Sign
or Construction Permit File Number
City
State
59967
KEEY-FM
-
ST. PAUL MN

Facility ID Number
Call Sign
or Construction Permit File Number
City
State
59961
KFAN
-
MINNEAPOLIS MN

Facility ID Number
Call Sign
or Construction Permit File Number
City
State
10145
KFBK
-
SACRAMENTO CA

Facility ID Number
Call Sign
or Construction Permit File Number
City
State
10141
KFXN
-
MINNEAOPLIS MN

Facility ID Number
Call Sign
or Construction Permit File Number
City
State
10146
KGBY
-
SACRAMENTO CA

Facility ID Number
Call Sign
or Construction Permit File Number
City
State
10135
KGGI
-
RIVERSIDE CA

Facility ID Number
Call Sign
or Construction Permit File Number
City
State
35022
KHHT
-
LOS ANGELES CA

Facility ID Number
Call Sign
or Construction Permit File Number
City
State
10144
KHYL
-
AUBURN CA

Facility ID Number
Call Sign
or Construction Permit File Number
City
State
34930
KIOI
-
SAN FRANSISCO CA

Facility ID Number
Call Sign
or Construction Permit File Number
City
State
4085
KIOI-FM1
-
WALNUT CREEK CA

Facility ID Number
Call Sign
or Construction Permit File Number
City
State
90740
KIOI-FM2
-
PLEASANTON CA

Facility ID Number
Call Sign
or Construction Permit File Number
City
State
59964
KISQ
-
SAN FRANSISCO CA

Facility ID Number
Call Sign
or Construction Permit File Number
City
State
59993
KISQ-FM2
-
PLEASANTON CA

Facility ID Number
Call Sign
or Construction Permit File Number
City
State
59973
KISQ-FM3
-
CONCORD CA

Facility ID Number
Call Sign
or Construction Permit File Number
City
State
10134
KKDD
-
SAN BERNARDINO CA

Facility ID Number
Call Sign
or Construction Permit File Number
City
State
65484
KKSF
-
SAN FRANSISCO CA

Facility ID Number
Call Sign
or Construction Permit File Number
City
State
86911
KKSF-FM1
-
PLEASANTON CA

Facility ID Number
Call Sign
or Construction Permit File Number
City
State
59958
KLAC
-
LOS ANGELES CA

Facility ID Number
Call Sign
or Construction Permit File Number
City
State
35121
KMEL
-
SAN FRANSISCO CA

Facility ID Number
Call Sign
or Construction Permit File Number
City
State
136936
KMEL-FM2
-
WALNUT CREEK CA

Facility ID Number
Call Sign
or Construction Permit File Number
City
State
59966
KNEW
-
OAKLAND CA

Facility ID Number
Call Sign
or Construction Permit File Number
City
State
34424
KOST
-
LOS ANGELES CA

Facility ID Number
Call Sign
or Construction Permit File Number
City
State
59957
KKGN
-
OAKLAND CA

Facility ID Number
Call Sign
or Construction Permit File Number
City
State
54457
KQQL
-
ANOKA MN

Facility ID Number
Call Sign
or Construction Permit File Number
City
State
22883
KSTE
-
RANCHO CORDOVA CA

Facility ID Number
Call Sign
or Construction Permit File Number
City
State
10142
KTCZ-FM
-
MINNEAPOLIS MN

Facility ID Number
Call Sign
or Construction Permit File Number
City
State
54458
KTLK-FM
-
MINNEAPOLIS MN

Facility ID Number
Call Sign
or Construction Permit File Number
City
State
59989
KYLD
-
SAN FRANSISCO CA

Facility ID Number
Call Sign
or Construction Permit File Number
City
State
59990
KYLD-FM1
-
PLEASANTON CA

Facility ID Number
Call Sign
or Construction Permit File Number
City
State
36019
KYSR
-
LOS ANGELES CA

Facility ID Number
Call Sign
or Construction Permit File Number
City
State
51165
WGCI-FM
-
CHICAGO IL

Facility ID Number
Call Sign
or Construction Permit File Number
City
State
51162
WGRB
-
CHICAGO IL

Facility ID Number
Call Sign
or Construction Permit File Number
City
State
74178
WKSC-FM
-
CHICAGO IL

Facility ID Number
Call Sign
or Construction Permit File Number
City
State
70042
WLIT-FM
-
CHICAGO IL

Facility ID Number
Call Sign
or Construction Permit File Number
City
State
53971
WNUA
-
CHICAGO IL

Facility ID Number
Call Sign
or Construction Permit File Number
City
State
6588
WVAZ
-
OAK PARK IL


 
3. Agreements to Transfer Control of Station. Licensee/permittee certifies that:
a. it has placed in its public inspection file(s) and submitted an an exhibit to this item copies of all agreements to transfer control of the station(s);
b. these documents embody the complete and final understanding between transferor(s) and transferee(s); and
c. these agreements comply fully with the Commission's rules and policies.
Exhibit Required
Yes No

See Explanation in
[Exhibit 7]

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 8]

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 9]

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 10]

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 11]

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 12]

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
11/15/2007
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 IV - Transferee(s)

1. Certification.   Transferee(s) certify that it (they) have answered each question in this application based on its (their) review of the application instructions and worksheets. Transferee(s) further certify that where it (they) have made an affirmative certification below, this certification constitutes its (their) representation that the application satisfies each of the pertinent standards and criteria set forth in the application instructions and worksheets. Yes No
2.
Legal Name of the Transferee(s)
STOCKHOLDERS OF BT TRIPLE CROWN MERGER CO., INC.
Mailing Address
THOMAS H. LEE EQUITY FUND VI, L.P.
100 FEDERAL STREET, 35TH FLOOR

City
BOSTON
State or Country (if foreign address)
MA
Zip Code
02110 -
Telephone Number (include area code)
6172271050
E-Mail Address (if available)

3.
Contact Representative (if other than transferee)
JOHN S. LOGAN, ESQ.
Firm or Company Name
DOW LOHNES, PLLC
Mailing Address
1200 NEW HAMPSHIRE AVENUE, NW
SUITE 800

City
WASHINGTON
State or Country (if foreign address)
DC
Zip Code
20036 -
Telephone Number (include area code)
2027762000

E-Mail Address (if available)
JLOGAN@DOWLOHNES.COM
If more than one transferee, submit the information requested in questions 2 and 3 for each transferee. [Exhibit 13]
4. Nature of Applicant. Each transferee 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 transferee in an Exhibit. [Exhibit 14]
5. Agreements to Transfer Control of Station. Transferee 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 to transfer control of the station(s) specified in Section III, question 2; and
b. these agreements comply fully with the Commission's rules and policies.
Yes No
[Exhibit 15]
6. Parties to the Application.
a. List each transferee, 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 any transferee, 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 transferee and each party to the application holding an attributable interest (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 transferee 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 (equity plus debt).
[Enter Parties/Owners Information]


b. Applicant certifies that equity interests not set forth above are non-attributable.
Yes No

N/A

See Explanation in
[Exhibit 17]

7. Other Authorizations. List call signs, locations, and facility identifiers of all other broadcast stations in which transferee or any party to the application has an attributable interest. N/A

[Exhibit 18]

8. Multiple Ownership.
a. Is the transferee 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 for the subject station(s) or any other stations 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 19]

b. Transferee certifies that the proposed transfer 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 20]

c. Transferee certifies that the proposed transfer:
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 21]

d.
Does the Transferee 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 22]

e. Does this transfer 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 8d, above).
Yes No

B. An Irrevocable Trust that will transfer the station(s) to an Eligible Entity.
Yes No

All applicants: If "Yes" to Item 8e A or B: Submit as an Exhibit a copy of the form of irrevocable trust agreement providing for the transfer of the station(s) to an Eligible Entity.

See Explanation in
[Exhibit 23]

9. Character Issues. Transferee certifies that neither transferee 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 24]

10. Adverse Findings. Transferee certifies that, with respect to the transferee 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 25]

11. Alien Ownership and Control. Transferee 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 26]

12. Financial Qualifications. Transferee 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 27]

13. Program Service Certification. Transferee 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
14. Auction Authorization. Transferee 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 28]

15. 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
16. EEO. Does the applicant propose to employ five or more full-time employees?

If the answer is Yes, the applicant must include an EEO program called for in the separate Model EEO Program Report ( FCC Form 396-A)

Yes No

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
SCOTT SPERLING
Typed or Printed Title of Person Signing
CO-PRESIDENT, SEE EXHIBIT 14
Signature
Date
01/10/2008

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:
EXHIBIT 1

ON DECEMBER 12, 2006, THE PARTIES TO THE INSTANT APPLICATION FILED SEVERAL FORM 315 APPLICATIONS SEEKING CONSENT TO THE TRANSFER OF CONTROL OF EACH OF THE BRADCAST LICENSEE SUBSIDIARIES OF CLEAR CHANNEL COMMUNICATIONS, INC., FROM ITS SHAREHOLDERS TO STOCKHOLDERS OF BT TRIPLE CROWN MERGER CO., INC. (COLLECTIVELY, THE 'TRANSFER APPLICATIONS.') BY THE INSTANT FILING, THE PARTIES AMEND THEIR RESPONSES TO THE FOLLOWING SECTIONS OF THE TRANSFER APPLICATIONS:

--LICENSEE/PERMITEE'S SECTION III, ITEM 2 TO LIST CHANGES IN THE 'AUTHORIZATIONS TO BE ASSIGNED' INFORMATION NOT REFLECTED IN THE OCTOBER 2007 AMENDMENT TO THE APPLICATION. (NOTE THAT THIS AMENDMENT IS APPENDED TO EXHIBIT 7 BECAUSE THE ELECTRONIC FORM 315 DOES NOT PROVIDE FOR EXHIBITS TO BE ATTACHED TO SECTION III, ITEM 2.)

--LICENSEE/PERMITTEE'S SECTION III, ITEM 4 'OTHER AUTHORIZATIONS' (EXHIBIT 7) TO INCLUDE CHANGES TO THE SECTION III, ITEM 2 'AUTHORIZATIONS TO BE ASSIGNED' LIST.

--LICENSEE/PERMITTEE'S SECTION III, ITEM 5(B) 'CHARACTER ISSUES' (EXHIBIT 8) TO NOTE GRANT OF THE LICENSE RENEWAL APPLICATION AGAINST WHICH A CHARACTER ISSUE WAS RAISED.

--TRANSFEREES' RESPONSE TO SECTION IV, ITEM 7, IS AMENDED TO REPLACE EXHIBIT 16 AND ITS SUPPLEMENT WITH AN AMENDED AND RESTATED EXHIBIT 16.


Attachment 1


Attachment 6
Description
Description of Transaction


Exhibit 7
Description:
AGREEMENT TO TRANSFER CONTROL OF STATION

A COPY OF THE AGREEMENT AND PLAN OF MERGER DATED AS OF NOVEMBER 16, 2006, BY AND BETWEEN BT TRIPLE CROWN MERGER CO., INC., B TRIPLE CROWN FINCO, LLC, T TRIPLE CROWN FINCO, LLC AND CLEAR CHANNEL COMMUNICATIONS, INC. (THE AGREEMENT) IN CONNECTION WITH THE PROPOSED TRANSFER IS ATTACHED HERETO. THE SECTIONS OF THE COMPANY DISCLOSURE SCHEDULES AND THE MERGERCO DISCLOSURE SCHEDULES TO THE AGREEMENT ARE NOT INCLUDED IN THIS EXHIBIT. THESE SECTIONS ARE AS FOLLOWS:
COMPANY DISCLOSURE SCHEDULES

SECTION 3.03(A) STOCK OPTIONS AND OTHER AWARDS

SECTION 4.01 MATERIAL SUBSIDIARIES

SECTION 4.01 ARTICLES OF INCORPORATION AND BYLAWS

SECTION 4.03 CAPITALIZATION

SECTION 4.05 NO CONFLICTS; REQUIRED FILINGS AND CONSENTS

SECTION 4.06(B) PERMITS AND LICENSES; COMPLIANCE WITH LAWS

SECTION 4.11 TAXES

SECTION 4.14 EMPLOYEE BENEFITS AND LABOR MATTERS

SECTION 5.07(C) EXCLUDED PARTIES

SECTION 6.01(I) PERMITTED DIVESTITURES

SECTION 6.01(J) TAX SETTLEMENTS
SECTION 6.01(L) COMPENSATION

SECTION 6.01(M) CAPITAL EXPENDITURES

SECTION 6.01(N) INVESTMENTS

SECTION 6.05(D) PENDING RENEWAL APPLICATIONS
SECTION 6.11(B) SEVERANCE BENEFITS
SCHEDULE AKNOWLEDGE PERSONS

MERGERCO DISCLOSURE SCHEDULES

SECTION 3.08 ROLLOVER SHARES

SECTION 5.05 FCC MATTERS

SECTION 5.07(A) AVAILABLE FUNDS

SECTION 5.09 CAPITALIZATION OF MERGERCO

SECTION 6.14 ACTIONS WITH RESPECT TO EXISTING DEBT

APPENDIX A DEFINITIONS

EXHIBIT A DEBT COMMITMENT LETTERS

EXHIBIT B EQUITY COMMITMENT LETTERS

ADDITIONALLY, THE LIMITED GUARANTEE, DATED AS OF NOVEMBER 16, 2006, BY THOMAS H. LEE EQUITY FUND VI, L.P. IN FAVOR OF CLEAR CHANNEL COMMUNICATIONS, INC., A TEXAS CORPORATION AND THE LIMITED GUARANTEE, DATED AS OF NOVEMBER 16, 2006, BY BAIN CAPITAL FUND IX, L.P. IN FAVOR OF CLEAR CHANNEL COMMUNICATIONS, INC., A TEXAS CORPORATION (COLLECTIVELY, THE LIMITED GUARANTEES) HAVE BEEN EXCLUDED. THE SECTIONS LISTED ABOVE, AS WELL AS THE LIMITED GUARANTEES, CONTAIN PROPRIETARY INFORMATION, ARE NOT GERMANE TO THE COMMISSION'S CONSIDERATION OF THIS APPLICATION, OR ARE DUPLICATIVE OF INFORMATION ALREADY INCLUDED IN THE APPLICATION OR IN THE POSSESSION OF THE COMMISSION. SEE LUJ, INC. AND LONG NINE, INC.,17 FCC RCD 16980 (2002). THESE DOCUMENTS WILL BE PROVIDED TO THE COMMISSION UPON REQUEST, SUBJECT TO THE RIGHT OF THE APPLICANTS TO ASK THAT THE MATERIAL SUBMITTED BE HELD IN CONFIDENCE AND NOT BE MADE AVAILABLE FOR PUBLIC INSPECTION PURSUANT TO APPLICABLE RULES AND POLICIES OF THE FCC THAT RESTRICT PUBLIC ACCESS TO CONFIDENTIAL AND PROPRIETARY INFORMATION.

Attachment 7
Description
Agreement and Plan of Merger
Second Amendment to Agreement and Plan of Merger
First Amendment to Agreement and Plan of Merger
Highfield Voting Agreement


Attachment 8
Description
Other Broadcast Interests
Authorizations to be Assigned (October 2007)
Authorizations to be Assigned (November 2007)


Exhibit 9
Description:
CHARACTER STATEMENT

CHARACTER-RELATED ALLEGATIONS HAVE BEEN RAISED AGAINST LICENSEES UNDER COMMON OWNERSHIP WITH THE APPLICANT IN THE FOLLOWING THREE PENDING PROCEEDINGS.

(1) IN ITS CONSOLIDATED REPLY TO RESPONSES TO APRIL 23, 2004 FCC LETTER OF INQUIRY REGARDING THE ASSIGNMENT OF LICENSE OF WQYZ(FM), OCEAN SPRINGS, MISSISSIPPI, FROM GOLDEN GULF COAST BROADCASTING, INC. TO CAPSTAR TX LIMITED PARTNERSHIP, FCC FILE NO. BALH-20031125ALX, WJZD, INC. ALLEGED THAT THE PARTIES TO THE ASSIGNMENT LACKED CANDOR IN THEIR RESPONSE TO AN FCC INQUIRY. THE MEDIA BUREAU, ON MAY 26, 2005, DENIED WJZD, INC.'S PETITION TO DENY AND GRANTED THE UNDERLYING ASSIGNMENT APPLICATION. ON MARCH 12, 2007, THE BUREAU DENIED WJZD, INC.S PETITION FOR RECONSIDERATION OF THAT ACTION. WJZD, INC. FILED AN APPLICATION FOR REVIEW OF THIS DECISION ON APRIL 11, 2007.

2) MONTECITO FM, INC., IN ITS 'PETITION FOR RECONSIDERATION OF THE GRANT OF CITICASTERS LICENSES, L.P. MINOR CHANGE APPLICATION FOR KSBL, CARPINTERIA, CALIFORNIA' AND IN ITS REPLY REGARDING A CONSTRUCTION PERMIT APPLICATION FOR A MINOR CHANGE IN THE AUTHORIZATION FOR KSBL(FM), FCC FILE NO. BPH-20041116ADR, ALLEGES THAT CITICASTERS LICENSES, L.P. MISREPRESENTED THE NUMBER OF ATTRIBUTABLE STATIONS IN THE SUBJECT RADIO MARKET AND WAS MISLEADING REGARDING CITY GRADE AND LINE OF SIGHT COVERAGE.

3) THE YOUTH MEDIA COUNCIL AND MEDIA ALLIANCE, IN THEIR 'PETITION TO DENY RENEWAL' OF KSJO-FM, SAN JOSE, CALIFORNIA, FCC FILE NO. BRH-20050728ADU, AND IN THEIR 'REPLY IN SUPPORT OF PETITION TO DENY RENEWAL,' ALLEGE THAT CITICASTERS LICENSES, L.P. COMMITTED MISREPRESENTATION IN ITS RESPONSE TO SECTION II, QUESTION 4 OF ITS INITIAL LICENSE RENEWAL APPLICATION REGARDING THE EXISTENCE OF FCC VIOLATIONS DURING THE PRECEDING LICENSE TERM. CLEAR CHANNEL FILED AN OPPOSITION ON NOVEMBER 28, 2005. ULTIMATELY THE FCC GRANTED THE KSJO-FM LICENSE RENEWAL. IN DOING SO, IT ASSESSED THE LICENSEE A $10,000 FINE FOR A VIOLATION OF SECTION 1.17 OF THE COMMISSIONS RULES, BUT FOUND NO EVIDENCE OF AN INTENT TO MISLEAD THE AGENCY AND CONCLUDED THAT NO SUBSTANTIAL AND MATERIAL QUESTION OF FACT REMAINS WITH RESPECT TO CLEAR CHANNELS QUALIFICATIONS TO REMAIN A LICENSEE. SEE MEMORANDUM, OPINION & ORDER AND NOTICE OF APPARENT LIABILITY FOR FORFEITURE, DA 07-4517 AT 41 (REL. NOV. 5, 2007).


Attachment 9


Attachment 13
Description
Contact Information/Certifications of Transferees
Contact Information/Certifications of Transferees - Jan 2007 Amendment
Contact Information/Certifications of Transferees - June 2007 Amendment
Contact Information/Certifications of Transferees - August 2007 Amendment
Contact Information/Certifications of Transferees - August 30, 2007 Amendment
Contact Information/Certifications of Transferees - October Amendment
Contact Information/Certifications of Transferees - November 2007 Amendment
Contact Information/Certifications of Transferees - January 2008 Amendment


Attachment 15
Description
Exhibit 13-A: Agreements for Transfer of Control
Exhibit 13-B: Pending Renewal Applications
Exhibit 13-C: Request for 'Permit-But-Disclose' Status


Attachment 16
Description
Parties to the Application


Exhibit 18
Description:
EXHIBIT 16

RICHARD GRUBMAN IS A TRUSTEE OF WGBH EDUCATIONAL FOUNDATION, WHICH IS THE LICENSEE OF THE FOLLOWING NON-COMMERCIAL EDUCATIONAL BROADCAST STATIONS: WGBH(FM) (ID NO. 70510), BOSTON, MA; WGBH-TV (ID NO. 72099), BOSTON, MA; WGBX-TV (ID NO. 72098), BOSTON, MA; WGBY-TV (ID NO. 72096), SPRINGFIELD, MA; WCAI(FM) (ID NO. 8566), WOODS HOLE, MA; WNAN(FM) (ID NO. 8600), NANTUCKET, MA; AND WZAI(FM) (ID NO. 162458), BREWSTER, MA.

Attachment 18
Description
Amended and Restated Other Media Interests


Attachment 20
Description
Exhibit 18-1: Overview of Multiple Ownership
Exhibit 18-2: Radio Multiple Ownership
Exhibit 18-3: Television Multiple Ownership & Radio-Television Cross Ownership (Jan 2007 Amendment)
Exhibit 18-4: Television Main Studio Waiver Requests (Jan 2007 Amendment)
Exhibit 18-2: Radio Multiple Ownership Supplement (Oct 2007 Amendment)