UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

AMENDMENT NO. 1

TO

FORM T-3

FOR APPLICATIONS FOR QUALIFICATION OF INDENTURES

UNDER THE TRUST INDENTURE ACT OF 1939

IHEARTCOMMUNICATIONS, INC.

(Name of Applicant)*

20880 Stone Oak Parkway

San Antonio, Texas 78258

(Address of principal executive offices)

Securities to be Issued under the Indenture to be Qualified

Approximate date of proposed public offering: On, or as soon as practicable after the Effective Date under the Plan of Reorganization (as defined herein).

Name and registered address of agent for service:

Lauren E. Dean

Senior Vice President, Associate General Counsel and Assistant Secretary

iHeartCommunications, Inc.

20880 Stone Oak Parkway

San Antonio, Texas 78258

With a copy to:

James S. Rowe

Ana Sempertegui

Kirkland & Ellis LLP

Chicago, Illinois 60654

(312) 862-2000

The Applicants hereby amend this Application for Qualification on such date or dates as may be necessary to delay its effectiveness until (i) the 20th day after the filing of an amendment which specifically states that it shall supersede this Application for Qualification, or (ii) such date as the Securities and Exchange Commission, acting pursuant to Section 307(c) of the Trust Indenture Act of 1939 (the “Trust Indenture Act”), may determine upon the written request of the Applicants.

EXPLANATORY NOTE

Reference is made to the Disclosure Statement (as may be amended or supplemented, the “Disclosure Statement”) for the Modified Fifth Amended Joint Chapter 11 Plan of Reorganization of iHeartMedia, Inc. and its Debtor Affiliates pursuant to Chapter 11 of the Bankruptcy Code (as amended or supplemented, the “Plan of Reorganization”), copies of which are included herein as Exhibits T3E.1 and T3E.2, respectively. Pursuant to the Plan of Reorganization, iHeartCommunications, Inc. will distribute an aggregate of $5,750.0 million in principal amount of new debt comprised of $3,500.0 million in principal amount of new term loans, $800.0 million in principal amount of new 6.375% senior secured notes due 2026 (the “New Secured Notes”) and $1,450.0 million in principal amount of 8.375% new senior notes due 2027 (the “New Unsecured Notes”) to certain of their creditors.

GENERAL

iHeartCommunications, Inc. (the “Company”) is a Texas corporation established in 1974. The guarantors identified below (the “Guarantors” and, together with the Company, the “Applicants”) have the following forms of organization and jurisdictions of formation or incorporation.

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Pursuant to the terms of the Plan of Reorganization, the Applicants intend to offer, subject to the conditions set forth in the Disclosure Statement and the Plan of Reorganization, under an indenture to be qualified hereby (the “Indenture”), the New Secured Notes to holders of Allowed Claims (as defined in the Plan of Reorganization) of Classes 4, 5A, 5B, 6 and 7E (each, as defined in the Plan of Reorganization) (collectively, the “Allowed Claimholders”), which New Secured Notes will be guaranteed by the Guarantors.

The Plan of Reorganization will become effective on the date on which all conditions to the effectiveness of the Plan of Reorganization have been satisfied or waived (the “Effective Date”).

The issuance of the New Secured Notes is exempt from registration under the Securities Act of 1933, as amended (the “Securities Act”), pursuant to the exemption provided by Section 1145(a)(1) of the United States Bankruptcy Code (the “Bankruptcy Code”). Section 1145(a)(1) of the Bankruptcy Code exempts an offer and sale of securities under a plan of reorganization from registration under the Securities Act and state securities laws if three principal requirements are satisfied: (i) the securities must be offered and sold under a plan of reorganization and must be securities of the debtor, an affiliate participating in a joint plan with the debtor or a successor to the debtor under the plan of reorganization; (ii) the recipients of the securities must hold a prepetition or administrative expense claim against the debtor or an interest in the debtor; and (iii) the securities must be issued entirely in exchange for the recipient’s claim against or interest in the debtor, or principally in such exchange and partly for cash or property. The Company believes that the issuance of the New Secured Notes to the Allowed Claimholders will satisfy the aforementioned requirements.

AFFILIATIONS

The diagrams filed herewith under Exhibit T3H indicate the relationship of the Applicants to each of their affiliates as of the date of this Application and after the Effective Date, as applicable. All of the entities appearing therein are expected to exist as of the consummation of the Plan of Reorganization in the ownership structure shown therein.

Certain directors and officers of the Applicants may be deemed to be “affiliates” of the Applicants by virtue of their positions with the Applicants. See Item 4, “Directors and Executive Officers.”

Certain persons may be deemed to be “affiliates” of the Applicants by virtue of their holdings of voting securities of the Applicants. See Item 5, “Principal Owners of Voting Securities.”

MANAGEMENT AND CONTROL

The following tables list the names and offices held by all directors and executive officers of each Applicant and all persons chosen to become directors or executive officers as of the date of this Application. The mailing address for each of the individuals listed in each of the tables for each of the entities set forth below is: c/o iHeartCommunications, Inc., 20880 Stone Oak Parkway, San Antonio, Texas 78258.

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The Company

As of the date of this Application, the directors and executive officers of the Company are the following individuals.

As of the Effective Date, the directors and executive officers of the Company are expected to be the following individuals:

The Guarantors

As of the date of this Application, the directors and executive officers of AMFM Broadcasting, Inc., AMFM Operating Inc., Capstar Radio Operating Company, CC Broadcast Holdings, Inc., Christal Radio Sales, Inc., Cine Guarantors II, Inc., Citicasters Co., Citicasters Licenses, Inc. Clear Channel Broadcasting Licenses, Inc., Critical Mass Media, Inc., iHeartMedia+Entertainment, Inc., iHeart Operations, Inc., Katz Communications, Inc., Katz Media Group, Inc., Katz Millennium Sales & Marketing, Inc., Katz Net Radio Sales, Inc., M Street Corporation, Metro Networks Services, Inc., Premiere Networks, Inc., SmartRoute Systems Inc., Terrestrial RF Licensing, Inc. and TLAC, Inc. are the following individuals.

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As of the Effective Date, the directors and executive officers of the Guarantors listed above are expected to continue to serve in the offices set forth in the table above, except that Mr. Robert H. Walls, Jr. will be replaced by Mr. Paul McNicol as director and Executive Vice President, General Counsel and Secretary and Mr. Brian D. Coleman and Ms. Lauren E. Dean will cease to serve as executive officers.

As of the date of this Application, the managers and executive officers of AMFM Broadcasting Licenses, LLC, AMFM Texas Licenses, LLC, Capstar TX, LLC, CC Licenses, LLC and Stuff Media LLC are the following individuals.

As of the Effective Date, the managers and executive officers of the Guarantors listed above are expected to serve in the offices set forth in the table above, except that Mr. Robert H. Walls, Jr. will be replaced by Mr. Paul McNicol as manager and Executive Vice President, General Counsel and Secretary and Mr. Brian D. Coleman and Ms. Lauren E. Dean will cease to serve as executive officers.

As of the date of this Application, the executive officers of AMFM Radio Licenses, LLC, AMFM Texas, LLC, TTWN Networks, LLC and TTWN Media Networks, LLC are the following individuals. These entities are managed by their sole members.

As of the Effective Date, the executive officers of the Guarantors listed above are expected to serve in the offices set forth in the table above, except that Mr. Robert H. Walls, Jr. will be replaced by Mr. Paul McNicol as Executive Vice President, General Counsel and Secretary and Mr. Brian D. Coleman and Ms. Lauren E. Dean will cease to serve as executive officers.

As of the date of this Application and as of the Effective Date, the general partner and limited partner of AMFM Texas Broadcasting, LP are and will be as follows.

As of the date of this Application and as of the Effective Date, the general partner and limited partner of Metro Networks Communications, LP are and will be as follows.

As of the date of this Application, the managers and executive officers of Clear Channel Real Estate, LLC are the following individuals.

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As of the Effective Date, the managers and executive officers of the Guarantor listed above are expected to serve in the offices set forth in the table above, except that Mr. Steven J. Macri will become Executive Vice President and Chief Financial Officer - IHM, Mr. Robert H. Walls, Jr. will be replaced by Mr. Paul McNicol as manager and Executive Vice President, General Counsel and Secretary and Mr. Brian D. Coleman and Ms. Lauren E. Dean will cease to serve as executive officers.

As of the date of this Application, the executive officers of Broader Media, LLC, Broader Media Holdings, LLC, CC Finco, LLC and CC Finco Holdings, LLC are the following individuals. These entities are managed by their sole members.

As of the Effective Date, Mr. Bressler and Mr. Bick are expected to continue in their current offices. Mr. Scott D. Hamilton will become Senior Vice President, Chief Accounting Officer and Assistant Secretary, Mr. Steven J. Macri will become Senior Vice President - Finance and Mr. Paul McNicol will replace Mr. Robert H. Walls, Jr. as Executive Vice President, General Counsel and Secretary. Mr. Brian D. Coleman and Ms. Lauren E. Dean will cease to serve as executive officers.

As of the date of this Application, the directors and executive officers of Clear Channel Investments, Inc., Clear Channel Mexico Holdings, Inc., Clear Channel Real Estate Services, LLC, iHeartMedia Management Services, Inc. and iHM Identity, Inc. are the following individuals.

As of the Effective Date, Mr. Bressler and Mr. Bick are expected to continue in their current offices. Mr. Scott D. Hamilton will become Senior Vice President, Chief Accounting Officer and Assistant Secretary, Mr. Steven J. Macri will become Senior Vice President - Finance and Mr. Paul McNicol will replace Mr. Robert H. Walls, Jr. as director and Executive Vice President, General Counsel and Secretary. Mr. Brian D. Coleman and Ms. Lauren E. Dean will cease to serve as executive officers.

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As of the date of this Application, the managers and executive officers of iHeartMedia Capital I, LLC are the following individuals.

As of the Effective Date, the managers and executive officers of iHeartMedia Capital I, LLC are expected to be the following individuals.

As of the date of this Application, the managers and executive officers of iHeartMedia Tower Co. Holdings, LLC are the following individuals.

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As of the Effective Date, the managers and executive officers of iHeartMedia Tower Co. Holdings, LLC are expected to be the following individuals.

As of the date of this Application, the directors and executive officers of CC Outdoor Holdings, Inc. are the following individuals.

As of the Effective Date, Mr. Bressler is expected to continue to serve in the offices set forth in the table above and Mr. Robert H. Walls, Jr. will be replaced by Mr. Paul McNicol as director.

The following tables set forth certain information regarding each person known to the Company to own 10 percent or more of the voting securities of the Applicants as of the date of this Application. The mailing address of each holder listed in each of the tables set forth below is: c/o iHeartCommunications, Inc., 20880 Stone Oak Parkway, San Antonio, Texas 78258.

The Company

Upon consummation of the Plan of Reorganization, iHeartMedia Capital I, LLC will continue to own all of the voting securities of the Company.

The Guarantors

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Upon consummation of the Plan of Reorganization, the equityholders listed above will continue to own all of the voting securities of the Guarantors.

UNDERWRITERS

(a) The following table sets forth information regarding all persons who have acted as an underwriter of any securities of the Applicants within three years prior to the date of the filing of this Application.

(b) There is no proposed principal underwriter for the New Secured Notes that are to be issued under the Indenture that is to be qualified under this Application.

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CAPITAL SECURITIES

(a) The following tables set forth certain information with respect to each authorized class of securities of the Applicants as of the date of this Application.

The Company

As of the Effective Date, pursuant to the Plan of Reorganization, all the series of notes listed below will be deemed satisfied in full, released and discharged, and the Company will issue the New Senior Secured Notes and $1,450 million in aggregate principal amount of the New Unsecured Notes, which will also be distributed to Allowed Claimholders.

The Guarantors

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(b) Each holder of common stock of the Company and the Guarantors that are corporations has one vote on all matters to be voted upon by stockholders with no cumulative voting rights. Except for Broader Media Holdings, LLC, which has two members and is controlled by one such member, the Guarantors that are limited liability companies have a sole member and are either controlled by such sole member (in the case of AMFM Radio Licenses, LLC, AMFM Texas, LLC, Broader Media, LLC, CC Finco, LLC, CC Finco Holdings, LLC, Clear Channel Metro, LLC, iHeartMedia Tower Co. Holdings, LLC, TTWN Networks, LLC and TTWN Media Networks, LLC) or a board of managers (in the case of AMFM Broadcasting Licenses, LLC, AMFM Texas Licenses, LLC, Capstar TX, LLC, CC Licenses, LLC, Clear Channel Real Estate, LLC, Clear Channel Real Estate Services, LLC and iHeartMedia Capital I, LLC). The Guarantors that are partnerships are controlled by their general partner.

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Holders of the series of notes of the Company listed above have the voting rights with respect to the respective series of notes set forth under the respective indenture.

INDENTURE SECURITIES

The New Secured Notes will be subject to the new Indenture to be entered into among the Company, the Guarantors, and U.S. Bank National Association, as trustee (the “Trustee”) and collateral agent. The following is a general description of certain provisions included in the Indenture, and the description is qualified in its entirety by reference to the form of Indenture filed as Exhibit T3C herewith. The Company has not entered into the Indenture as of the date of this filing, and the terms of the Indenture are subject to change before it is executed. Capitalized terms used below and not defined herein have the meanings ascribed to them in the Indenture.

The occurrence of any of the following events will constitute an Event of Default under the Indenture: (1) default in any payment of interest on any Senior Secured Note when due and payable, continued for 30 days; (2) default in the payment of the principal amount of or premium, if any, on any Senior Secured Note when due at its Stated Maturity, upon optional redemption, upon required repurchase, upon declaration of acceleration or otherwise; (3) failure by the Company or any Guarantor to comply for 60 days after written notice by the Trustee on behalf of the Holders or by the Holders of 25% in principal amount of the outstanding Senior Secured Notes with any agreement or obligation contained in the Indenture; provided that in the case of a failure to comply with the Indenture provisions described under Section 3.10 thereof, such period of continuance of such default or breach shall be 120 days after written notice described in this clause has been given; (4) default under any mortgage, indenture or instrument under which there may be issued or by which there may be secured or evidenced any Indebtedness for money borrowed by the Parent Guarantor or a Significant Subsidiary of the Parent Guarantor other than Indebtedness owed to the Parent Guarantor or a Restricted Subsidiary whether such Indebtedness or Guarantee now exists, or is created after the Issue Date, which default (a) is caused by a failure to pay principal of such Indebtedness, at its stated final maturity (after giving effect to any applicable grace periods) provided in such Indebtedness; or (b) results in the acceleration of such Indebtedness prior to its stated final maturity, and, in each case, the principal amount of any such Indebtedness, together with the principal amount of any other such Indebtedness under which there has been a payment default of principal at its stated final maturity (after giving effect to any applicable grace periods) or the maturity of which has been so accelerated, aggregates to $100 million or more at any time outstanding; (5) certain events of bankruptcy or insolvency with respect to the Parent Guarantor or a Significant Subsidiary (or a group of Restricted Subsidiaries that together (as of the latest audited consolidated financial statements for the Parent Guarantor and its Restricted Subsidiaries) would constitute a Significant Subsidiary); (6) failure by the Parent Guarantor or any Significant Subsidiary (or group of Restricted Subsidiaries that together (as of the latest audited consolidated financial statements for the Parent Guarantor and its Restricted Subsidiaries) would constitute a Significant Subsidiary) to pay final judgments aggregating in excess of $100 million other than any judgments covered by indemnities provided by, or insurance policies issued by, reputable and creditworthy companies, which final judgments remain unpaid, undischarged and unstayed for a period of more than 60 days after such judgment becomes final, and in the event such judgment is covered by insurance, an enforcement proceeding has been commenced by any creditor upon such judgment or decree which is not promptly stayed; (7) any Guarantee of the Senior Secured Notes by a Significant Subsidiary ceases to be in full force and effect, other than in accordance with the terms of the Indenture; (8) any Collateral Document or any material portion thereof, after delivery thereof pursuant to the terms of this Indenture or the Collateral Documents, shall for any reason cease to be in full force and effect with respect to any material portion of the Collateral; or, subject to certain exceptions, any security interest in any material portion of the Collateral created, or purported to be created, by any Collateral Document for any reason ceases to be enforceable and of the same effect and priority purported to be created thereby; or (9) the failure by the Company or any Guarantor to comply for 60 days after notice with its other agreements contained in the Collateral Documents except for a failure that would not be material to the Holders of the Senior Secured Notes and would not materially affect the value of the Collateral taken as a whole.

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If any Event of Default (other than an Event of Default specified in clause (5) above occurs and is continuing under the Indenture, the Trustee by notice to the Company or the Holders of at least 25% in principal amount of the outstanding New Secured Notes (with a copy to the Company and the Trustee) may declare the principal of, premium, if any, and accrued and unpaid interest on, all of the Senior Secured Notes to be due and payable. Upon such declaration, such principal and accrued and unpaid interest shall be due and payable immediately.

Notwithstanding the foregoing, in the case of an Event of Default arising under clause (5) above with respect to the Issuer, all outstanding New Secured Notes shall be due and payable without further action or notice.

If a Default occurs and is continuing and the Trustee is informed of such occurrence by the Company, the Trustee must give notice to Holders of Senior Secured Notes of the Default within 60 days after it occurs. The Trustee may withhold from the Holders notice of any continuing Default, except a Default relating to the payment of principal or accrued and unpaid interest, if and so long as it determines that withholding notice is in their interest.

At least one Officer shall execute the New Secured Notes on behalf of the Issuer by manual, facsimile or PDF signature.

If an Officer whose signature is on a New Secured Note no longer holds that office at the time such New Secured Note is authenticated, such New Secured Note shall nevertheless be valid.

A New Secured Note shall not be valid until an authorized officer of the Trustee manually authenticates such New Secured Note. The signature shall be conclusive evidence that the New Secured Note has been duly authenticated and issued under the Indenture.

On the Effective Date, the Trustee shall, upon receipt of a Company Order (an “Authentication Order”), authenticate and make available for delivery the Initial Notes. In addition, at any time, from time to time, the Trustee shall upon receipt of an Authentication Order authenticate and make available for delivery any Additional Notes for an aggregate principal amount specified in such Authentication Order for such Additional Notes issued under the Indenture.

The Trustee may appoint an authenticating agent reasonably acceptable to the Company to authenticate the New Secured Notes. An authenticating agent may authenticate the New Secured Notes whenever the Trustee may do so. Each reference in the Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights as any Registrar, Paying Agent or agent for service of notices and demands.

The New Secured Notes shall be issuable in minimum denominations of $100.0 and integral multiples of $1.0 thereafter.

The Company will not receive any proceeds from the issuance of the New Secured Notes pursuant to the Plan of Reorganization.

Collateral may be released from the Lien and security interest created by the Collateral Documents at any time or from time to time in accordance with the provisions of the Collateral Documents, the Intercreditor Agreements or as provided in the Indenture, including (i) upon payment in full of the principal of, together with accrued and unpaid interest and any premium on, the New Secured Notes and all other Obligations under the Indenture, the Note Guarantees and the Collateral Documents, (ii) upon satisfaction and discharge of the Indenture, (iii) upon Legal Defeasance or Covenant Defeasance, (iv) with the consent of the requisite Holders of the New Secured Notes, (v) upon sale or disposal in accordance with the Indenture, the Intercreditor Agreements and the Collateral Documents, (vi) upon release of the Note Guarantee of a Guarantor that held the Collateral, or (vii) upon release in accordance with, and as expressly provided for by the terms of, the Indenture, the Intercreditor Agreements and the Collateral Documents.

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The Indenture shall be discharged and shall cease to be of further effect as to all outstanding New Secured Notes when:

(i)     either:

(1)     all New Secured Notes that have been authenticated and delivered (other than certain lost, stolen or destroyed New Secured Notes and certain New Secured Notes for which provision for payment was previously made and thereafter the funds have been released to the Company) have been delivered to the Trustee for cancellation; or

(2)     all New Secured Notes not previously delivered to the Trustee for cancellation (i) have become due and payable, (ii) will become due and payable at their Stated Maturity within one year or (iii) are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the name, and at the expense, of the Company;

(ii)     the Company has deposited or caused to be deposited with the Trustee money in Dollars or U.S. Government Obligations, or a combination thereof, as applicable, in an amount sufficient to pay and discharge the entire indebtedness without reinvestment on the New Secured Notes not previously delivered to the Trustee for cancellation, for principal, premium, if any, and interest to the date of deposit (in the case of New Secured Notes that have become due and payable), or to the Stated Maturity or redemption date, as the case may be;

(iii)     the Company has paid or caused to be paid all other sums payable under the Indenture; and

(iv)     the Company has delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel each stating that all conditions precedent relating to the satisfaction and discharge of the Indenture have been complied with.

The Company shall deliver to the Trustee, within 120 days after the end of each fiscal year of the Company, an Officer’s Certificate stating that in the course of the performance by the signer of his or her duties as an Officer of the Company he or she would normally have knowledge of any Default or Event of Default and whether or not the signer knows of any Default or Event of Default that occurred during the previous fiscal year. If such Officer does have such knowledge, the certificate shall describe the Default or Event of Default, its status and the action the Company is taking or proposes to take with respect thereto. The Company shall comply with Section 314(a)(4) of the Trust Indenture Act.

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The Company shall deliver to the Trustee, as soon as possible and in any event within 30 days after the Company becomes aware of the occurrence of any Default or Event of Default, an Officer’s Certificate setting forth the details of such Event of Default or Default, its status and the actions which the Company is taking or proposes to take with respect thereto.

Other than the Applicants, no other person is an obligor with respect to the New Secured Notes.

CONTENTS OF APPLICATION FOR QUALIFICATION

This Application for Qualification comprises:

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SIGNATURES

Pursuant to the requirements of the Trust Indenture Act of 1939, iHeartCommunications, Inc., a corporation incorporated under the laws of Texas, has duly caused this Application to be signed on its behalf by the undersigned, thereunto duly authorized, and its seal to be hereunto affixed and attested, all in the city of San Antonio, Texas on April 26, 2019.

Pursuant to the requirements of the Trust Indenture Act of 1939, the undersigned Guarantors have duly caused this Application to be signed on their behalf by the undersigned, thereunto duly authorized, and its seal to be hereunto affixed and attested, all in the city of San Antonio, Texas on April 26, 2019.

Pursuant to the requirements of the Trust Indenture Act of 1939, the undersigned Guarantor has duly caused this Application to be signed on their behalf by the undersigned, thereunto duly authorized, and its seal to be hereunto affixed and attested, all in the city of San Antonio, Texas on April 26, 2019.