-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, KKDkA9csXoM8cGBFsh8KTiDTVktUxtdfFfyDRlULsRBWVV/yLTR6useW89lGb/+3 IFnd5Qv6fsON+KSCq6L1hw== 0000912462-98-000039.txt : 19980708 0000912462-98-000039.hdr.sgml : 19980708 ACCESSION NUMBER: 0000912462-98-000039 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19980707 SROS: NASD SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: CUMULUS MEDIA INC CENTRAL INDEX KEY: 0001058623 STANDARD INDUSTRIAL CLASSIFICATION: RADIO BROADCASTING STATIONS [4832] IRS NUMBER: 364159663 STATE OF INCORPORATION: IL FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D SEC ACT: SEC FILE NUMBER: 005-54277 FILM NUMBER: 98660945 BUSINESS ADDRESS: STREET 1: 0 STREET 2: 330 EAST KILBOURN AVE CITY: MILWAUKEE STATE: WI ZIP: 53202 BUSINESS PHONE: 4142834500 MAIL ADDRESS: STREET 1: 330 EAST KILBOURN AVE STREET 2: 330 EAST KILBOURN AVE CITY: MILWAUKEE STATE: WI ZIP: 53202 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: NATIONSBANK CORP/FA CENTRAL INDEX KEY: 0000912462 STANDARD INDUSTRIAL CLASSIFICATION: UNKNOWN SIC - 0000 [0000] STATE OF INCORPORATION: NC FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: NATIONSBANK PLAZA CITY: CHARLOTTE STATE: NC ZIP: 28255 BUSINESS PHONE: 4046073731 SC 13D 1 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13D (Rule 13d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a) Cumulus Media Inc. (Name of Issuer) Class A Common Stock, par value $.01 per share (Title of Class of Securities) 231082108 (CUSIP Number) Edward A. Balogh, Jr. 100 North Tryon Street, 19th Floor NationsBank Corporate Center Charlotte, North Carolina 28255 (704) 386- 1792 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) June 30, 1998 (Date of Event Which Requires Filing of This Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box Note. Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7(b) for other parties to whom copies are to be sent. (Continue on following pages) CUSIP NO. 231082108 13D 1. names of reporting persons i.r.s. identification no. of above persons (entitiesonly) NationsBanc Capital Corporation 2. check the appropriate box if a member of a group* (a) (b) X 3. sec use only 4. source of funds* WC 5. check box if disclosure of legal proceedings is required pursuant to it em 2( d) or 2( e) 6. citizenship or place of organization Texas number of shares beneficially owned by each reporting person with 7. sole voting power 0 8.shared voting power 3,371,246 9.sole dispositive power 0 10. shared dispositive power 3,371,246 11. aggregate amount beneficially owned by each reporting person 3,371,246 12. check box if the aggregate amount in row (11) excludes certain shares* 13. percent of class represented by amount in row (11) 17.82% 14. type of reporting person* CO CUSIP NO. 231082108 13D 1. names of reporting persons i.r.s. identification no. of above persons (entities only) NationsBank, N.A. 2. check the appropriate box if a member of a group* (a) (b) X 3. sec use only 4. source of funds* AF 5.check box if disclosure of legal proceedings is required pursuant to item 2(d) or 2(e) 6.citizenship or place of organization national association number of shares beneficially owned by each reporting entity with 7. sole voting power 0 8.shared voting power 3,371,246 9.sole dispositive power 0 10. shared dispositive power 3,371,246 11. aggregate amount beneficially owned by each reporting person 3,371,246 12. check box if the aggregate amount in row (11) excludes certain shares* 13. percent of class represented by amount in row (11) 17.82% 14. type of reporting person* BK CUSIP NO. 231082108 13D 1. names of reporting persons i.r.s. identification no. of above persons (entities only) NB Holdings Corporation 2. check the appropriate box if a member of a group* (a) (b) X 3. sec use only 4. source of funds* AF 5.check box if disclosure of legal proceedings is required pursuant to item 2( d) or 2( e) 6.citizenship or place of organization Delaware number of shares beneficially owned by each reporting person with 7. sole voting power 0 8.shared voting power 3,371,246 9.sole dispositive power 0 10. shared dispositive power 3,371,246 11. aggregate amount beneficially owned by each reporting person 3,371,246 12. check box if the aggregate amount in row (11) excludes certain shares* 13. percent of class represented by amount in row (11) 17.82% 14. type of reporting person* HC CUSIP NO. 231082108 13D 1. names of reporting persons i.r.s. identification no. of above persons (entities only) NationsBank Corporation 56-0906609 2. check the appropriate box if a member of a group* (a) (b) X 3. sec use only 4. source of funds* AF 5.check box if disclosure of legal proceedings is required pursuant to item 2( d) or 2( e) 6.citizenship or place of organization North Carolina number of beneficially owned by each reporting peerson with 7. sole voting power 0 8.shared voting power 3,371,246 9.sole dispositive power 0 10. shared dispositive power 3,371,246 11. aggregate amount beneficially owned by each reporting person 3,371,246 12. check box if the aggregate amount in row (11) excludes certain shares* 13. percent of class represented by amount in row (11) 17.82% 14. type of reporting person* HC Item 1. Security and Issuer. This statement relates to the Class A Common Stock, par value $.01 per share (the "Class A Common Stock"), of Cumulus Media Inc., an Illinois corporation (the "Company"). The address of the Company's principle executive office is: 330 East Kilbourn Avenue, Milwaukee, WI 53202. Item 2. Identity and Background. (a) This statement is being jointly filed by (1) NationsBanc Capital Corporation, a Texas corporation ("NBCC"), (2) NationsBank, N.A., a national banking association ("NB"), (3) NB Holdings Corporation, a Delaware corporation ("NB Holdings"), and (4) NationsBank Corporation, a North Carolina corporation ("NationsBank") (NBCC, NB, NB Holdings and NationsBank, collectively "Reporting Persons"). A list of the directors and executive officers of the respective Reporting Persons is attached hereto as Annex A. (b) The address of the principal business office of each Reporting Person is as follows: Reporting Person Address 1. NBCC 100 North Tryon Street NationsBank Corporate Center Charlotte, NC 28255 2. NB 100 North Tryon Street NationsBank Corporate Center Charlotte, NC 28255 3. NB Holdings 100 North Tryon Street NationsBank Corporate Center Charlotte, NC 28255 4. NationsBank 100 North Tryon Street NationsBank Corporate Center Charlotte, NC 28255 (c) NBCC, a wholly-owned subsidiary of NB, is engaged principally in the business of venture capital investing. NB, a wholly-owned subsidiary of NB Holdings, is engaged in the general banking and financial services business. NB Holdings, a whollyowned subsidiary of NationsBank, is engaged in the general banking and financial services business. NationsBank is a multi-bank holding company, registered under the Bank Holding Act of 1956, as amended, engaged in the general banking and financial services business through its wholly-owned subsidiaries. (d) During the last five years, none of the Reporting Persons, and to the knowledge of each Reporting Person, none of the executive officers or directors of such Reporting Person, as set forth on Annex A, has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). (e) During the last five years, none of the Reporting Persons, and to the knowledge of each Reporting Person, none of the executive officers or directors of such Reporting Person, as applicable, has been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction as a result of which such person was or is subject to a judgement, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, Federal and state securities laws or finding any violation with respect to such laws. (f) NBCC is a Texas corporation. NB is a national banking association. NB Holdings is a Delaware corporation. NationsBank is a North Carolina corporation. Except as otherwise indicated on Annex A, to the knowledge of NBCC, NB, NB Holdings and NationsBank, each executive officer and director of such Reporting Persons, as set forth on Annex A, is a citizen of the United States. Item 3. Source and Amount of Funds or Other Consideration. On April 24, 1997, NBCC purchased from Cumulus Media, LLC, a privately held Wisconsin limited liability company ("Media"), 2,000 Class A Preferred Shares of Media. NBCC paid an aggregate cash purchase price of $2,000,000 for such Class A Preferred Shares. On June 25, 1997, NBCC purchased from Media 1,500 Class A Preferred Shares of Media. NBCC paid an aggregate purchase price of $1,500,000 for such Class A Preferred Shares. On August 26, 1997, NBCC purchased from Media 6,500 Class A Preferred Shares of Media. NBCC paid an aggregate purchase price of $6,500,000 for such Class A Preferred Shares. On November 17, 1997, NBCC purchased from Media 3,246.115 Class A Preferred Shares of Media. NBCC paid an aggregate purchase price of $5,221,591 for such Class A Preferred Shares. On January 20, 1998, NBCC purchased from Media 3,246.115 Class A Preferred Shares of Media. NBCC paid an aggregate purchase price of $5,221,591 for such Class A Preferred Shares. Funds for such cash purchase price were provided from the working capital of NBCC and its affiliates. On March 18, 1998, Cumulus Holdings, Inc., an Illinois corporation and a wholly-owned subsidiary of Media, amended its articles of incorporation to change its name to Cumulus Media Inc., herein referred to as the Company. Prior to the consummation of the registered initial public offering of 7,420,000 shares of Class A Common Stock on July 1, 1998 (the "IPO"), all of the outstanding common stock of the Company will have been held by Media. Immediately prior to the IPO, Media was liquidated and the shares of the Company currently held by Media were distributed to the members of Media (the "Reorganization"). All of the Class A Preferred Shares of Media held by NBCC and certain other institutional investors prior to the Reorganization were exchanged for shares of Class B Common Stock, par value $.01 per share, of the Company. The Class B Common Stock is convertible, subject to certain restrictions, into Class A Common Stock or Class C Common Stock, par value $.01 per share, of the Company. The Class A Common Stock, Class B Common Stock and Class C Common Stock are referred to herein as "Common Stock." Item 4. Purpose of Transaction. NBCC purchased the Class A Preferred Shares of Media solely for investment purposes. As of the date of this Statement, and as a result of the Reorganization, NBCC is the direct beneficial owner of 3,371,246 shares of Class B Common Stock which represents approximately 17.82% of the shares of common stock of the Company currently outstanding. NBCC may acquire additional securities of the Company, subject to certain factors, including without limitation (i) applicable securities laws and governmental restrictions on the number of voting securities NBCC may hold, (ii) market conditions and (iii) its assessment of the business prospects of the Company. NBCC is continuously evaluating the business and business prospects of the Company, and its present and future interests in, and intentions with respect to, the Company and may at any time decide to dispose of any or all of the shares of the Company currently owned by it. Other than discussed herein, NBCC currently has no plans to effect: (a) any extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving the Company or any of its subsidiaries; (b) a sale or transfer of a material amount of the assets of the Company or any of its subsidiaries; (c) any change in the present Board of Directors or management of the Company, including any change in the number or term of directors or the filling of any vacancies of the Board of Directors; (d) any material change in the present capitalization or dividend policy of the Company; (e) any other material change in the Company's business or corporate structure; (f) any change in the Company's articles of incorporation, by-laws or instruments corresponding thereto or any other actions which may impede the acquisition or control of the Company by any person; (g) the delisting of any class of securities of the Company from a national securities exchange or the ceasing to be authorized to be quoted in an interdealer quotation system of a registered national securities association; (h) any class of equity securities of the Company becoming eligible for termination of registration pursuant to Section 12(g)(4) of the Securities Exchange Act of 1934; or (i) any action similar to any of those enumerated above. NBCC intends to re-evaluate continuously its investment in the Company and may, based on such re- evaluation, determine at a future date to change its current position with respect to any action enumerated above. Item 5. Interest in Securities of the Issuer. (a) After giving effect to the transactions described in Item 5c below, NBCC is the beneficial owner of 3,371,246 shares of Class B Common Stock representing approximately 17.82% of the shares of the Common Stock currently outstanding. By the terms of the Company's articles of incorporation, NBCC may convert shares of Class B Common Stock into shares of Class A Common Stock or Class C Common Stock. (b) NBCC, NB, NB Holdings and NationsBank may be deemed to share the voting and dispositive power of the 3,371,246 shares of Class B Common Stock owned by NBCC by virtue of, and this form is being filed by NB, NB Holdings and NationsBank solely because of NB's 100% ownership interest of NBCC, NB Holdings' 100% ownership of NB and NationsBank's 100% ownership interest of NB Holdings. (c) Other than the transactions described in Item 3 above, NBCC, NB, NB Holdings and NationsBank have not, and to the knowledge of NBCC, NB, NB Holdings and NationsBank, no director or executive officer of NBCC, NB, NB Holdings and NationsBank has, effected any transaction in shares of Common Stock during the period extending from the date hereof to the date 60 days prior to the date hereof. (d) To the knowledge of NBCC, NB, NB Holdings and NationsBank, except as set forth herein, no other person has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the Class B Common Stock owned by NBCC. (e) Not applicable. Item 6. Contracts, Arrangements, Understandingsor Relationships With Respect to Securities of the Issuer. (a) Voting Agreement. NBCC, the Company and all of the holders of the Class C Common Stock entered into a Voting Agreement dated June 30, 1998, (the "Voting Agreement"). The following is a summary description of the principal terms of the Voting Agreement applicable to NBCC and is subject to and qualified in its entirety by reference to the Voting Agreement listed in Item 7 and filed as an exhibit to this Schedule 13(d). The Voting Agreement, executed concurrently with the consummation of the IPO, provides that the holders of Class C Common Stock will elect the person designated by NBCC as the Class C Director in the event of certain circumstances set forth in Item 6(d) below. (b) Registration Rights Agreement. The Company entered into a Registration Rights Agreement dated June 30, 1998, (the "Registration Rights Agreement") with NBCC, the State of Wisconsin Investment Board, Heller Equity Capital Corporation, CML Holdings, L.L.C. and The Northwestern Mutual Life Insurance Company (collectively, excluding NBCC, the "Other Shareholders"). The following description of the Registration Rights Agreement is subject to and qualified in its entirety by reference to the Registration Rights Agreement, which has been listed in Item 7 and filed as an exhibit to this Schedule 13D. NBCC and the Other Shareholders have been granted the right one or more times to require the Company to file one or more registration statements, subject to the requirements of the Registration Rights Agreement, with the Securities and Exchange Commission (the "Commission") registering the shares held by them. NBCC and the Other Shareholders of the Company have been granted the right, subject to certain restrictions, to require the Company to include shares held by them in any registration statements filed by the Company with the Commission, subject to certain limited exceptions. The Company has agreed to pay certain expenses relating to any registration of shares effected pursuant to the Registration Rights Agreement and to indemnify the parties thereto against certain liabilities in connection with any such registration. (c) Lock-Up Agreement. In connection with the IPO, the Company, its directors, certain officers of the Company and certain of the shareholders of the Company each entered into a lock-up agreement dated June 30, 1998 with the underwriters participating in such offering. Each of the Company, its directors, certain officers of the Company and certain shareholders have agreed, subject to certain conditions, not to, directly or indirectly, offer for sale, sell, pledge or otherwise dispose of, any shares of Class A Common Stock (or any securities convertible into or exercisable or exchangeable for shares of Class A Common Stock) or enter into any swap or other derivatives transaction that transfers any economic benefits of such Class A Common Stock for a period of 180 days after the date of the offering, without the prior written consent of such underwriters. (d) Amended and Restated Articles of Incorporation. On June 30, 1998, in connection with the Reorganization, the Company filed its amended and restated articles of incorporation ("articles of incorporation"). The articles of incorporation of the Company provide, among other things, that, all actions submitted to a vote of the Company's shareholders are voted on by holders of Class A Common Stock and Class C Common Stock, voting together as a single class. Holders of Class B Common Stock are not entitled to vote, except with respect to the following corporate actions (collectively, "Fundamental Actions"): (i) any proposed amendment to the Company's articles of incorporation or by-laws; (ii) any proposed merger, consolidation or other business combination, or sale, transfer or other disposition of all or substantially of the assets of the Company; (iii) any proposed voluntary liquidation, dissolution or termination of the Company; and (iv) any proposed transaction resulting in a change of control and except as set forth below. The affirmative vote of the holders of a majority of the outstanding shares of Class A Common Stock and Class C Common Stock, voting together as a single class, and the affirmative vote of the holders of a majority of the outstanding shares of Class B Common Stock, voting separately as a class, are required to approve any Fundamental Action; provided that such voting rights will cease with respect to such holder of Class B Common Stock and the shares of Class B Common Stock held by such holder shall not be included in determining the aggregate number of shares outstanding for voting purposes, upon the failure of any such holder (together with its affiliates) to beneficially own at least 50% of the shares held by such holder immediately prior to the consummation of the IPO. In addition, so long as NBCC (together with its affiliates) continues to own not less than 50% of the shares of the Common Stock held by NBCC immediately prior to the consummation of the IPO and upon a final order by the Federal Communications Commission ("FCC") that the granting of the right to NBCC to designate a director to the Board of Directors of the Company pursuant to the Voting Agreement will not result in such holders' interest being "attributable" under applicable FCC rules, (a) the holders of the Class C Common Stock will be entitled to elect a director, which director shall be the NBCC designee (the "Class C Director") to the Board of Directors of the Company and (b) the Company may not take any of the following actions without the unanimous vote of the Board of Directors (including the Class C Director): (i) enter into any transaction with any affiliate of the Company or amend or otherwise modify any existing agreement with any affiliate of the Company other than transactions with affiliates which are on terms no less favorable to the Company than the Company would obtain in a comparable arm's-length transaction with a person not an affiliate of the Company and which are approved, after the disclosure of the terms thereof, by vote of the majority of the Board of Directors (provided, that any director which is an interested party or an affiliate of an interested party will not be entitled to vote and will not be included in determining whether a majority of the Board of Directors has approved the transaction); (ii) issue any shares of Class B Common Stock or Class C Common Stock of the Company; (iii) acquire (by purchase or otherwise) or sell, transfer or otherwise dispose of assets having a fair market value in excess of 10% of the Company's shareholders' equity as of the last day of the preceding fiscal quarter for which financial statements are available; or (iv) amend, terminate or otherwise modify any of the foregoing classes (i) through (iii) or this clause (iv) or any provision governing the voting or conversion rights of the Class B Common Stock or the Class C Common Stock. The articles of incorporation of the Company provide that, so long as NBCC (together with its affiliates) continues to own not less than 50% of the shares of the Company's Common Stock held by NBCC immediately prior to the consummation of the IPO, the Company may not, so long as the NBCC designee is not a director, take any action with respect to the actions described above without the affirmative vote of the holders of a majority of the outstanding shares of Class B Common Stock, voting separately as a class. The articles of incorporation also provide that the Board of Directors will be required to consider in good faith any bona fide offer from any third party to acquire any stock or assets of the Company and to pursue diligently any transaction determined by the Board of Directors in good faith to be in the best interests of the Company's shareholders. The above description of the Company's articles of incorporation is subject to and qualified in its entirety by reference to the articles of incorporation of the Company listed in Item 7 and filed as an exhibit to this Schedule 13D. Item 7. Material to be Filed as Exhibits. (a) Voting Agreement dated June 30, 1998, by and among NBCC, the Company, Quaestus Management Corporation, DBBC of Georgia, LLC, CML Holdings, LLC, Richard Weening and Lewis W. Dickey, Jr. (b) Registration Rights Agreement dated June 30, 1998, by and among Cumulus Media Inc., NBCC, Heller Equity Capital Corporation, The State of Wisconsin Investment Board and The Northwestern Mutual Life Insurance Company. (c) Lock-Up Agreement dated June 30, 1998, by and among NBCC, Lehman Brothers Inc., Bear Stearns & Co. Inc. and BT Alex. Brown Incorporated (as representatives of the several U.S. Underwriters named in Schedule 1 of the U.S. Underwriting Agreement) and Lehman Brothers International (Europe), Bear Stearns International Limited, BT Alex. Brown International and Credit Lyonnais Securities (as lead managers named in Schedule 1 of the International Underwriting Agreement). (d) Articles of Incorporation of Cumulus Media Inc. dated June 30, 1998. (e) Joint Filing Agreement dated June 30, 1998, by and among NBCC, NB, NB Holdings and NationsBank. SIGNATURE After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. KNOW ALL MEN BY THESE PRESENTS that each entity whose signature appears below constitutes and appoints Edward A. Balogh, Jr. such person's true and lawful attorney-infact and agent, with full power of substitution and revocation, for such person and in such person's name, place and stead, in any way and all capacities to sign any and all amendments to this Schedule 13D and to file the same with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in- fact and agent full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully to all intents and purposes as such person might or could do in person, hereby ratifying and confirming all that said attorney-infact and agent or his substitute or substitutes, may lawfully do or cause to be done by virtue thereof. July 1, 1998 NATIONSBANC CAPITAL CORPORATION By:/s/ Edward A. Balogh, Jr. Name: Edward A. Balogh, Jr. Title: Treasurer NATIONSBANK, N.A. By:/s/ John E. Mack Name: John E. Mack Title: Senior Vice President NB HOLDINGS CORPORATION By:/s/ John E. Mack Name: John E. Mack Title: Senior Vice President NATIONSBANK CORPORATION By:/s/ John E. Mack Name: John E. Mack Title: Senior Vice President Annex A NATIONSBANC CAPITAL CORPORATION DIRECTORS AND EXECUTIVE OFFICERS AS OF JUNE 1, 1998 Directors Edward J. Brown III J. Chandler Martin William L. Maxwell Walter W. Walker, Jr. Officers Title Edward J. Brown III Chairman Walter W. Walker, Jr. President J. Travis Hain Senior Vice President Ann B. Hayes Senior Vice President Susan Newman Senior Vice President/Tax Officer Walker L. Poole Senior Vice President Robert H. Sheridan, III Senior Vice President George E. Morgan, III Senior Vice President Gary S. Williams Senior Vice President/Tax Officer Douglas C. Williamson Senior Vice President Scott H. Colvert Vice President Janet G. Locke Vice President/Tax Officer Todd A. Binkowski Vice President Mary-Ann Lucas Secretary Drew S. Palmer Assistant Secretary Edward A. Balogh, Jr. Treasurer Investment Committee Title Walter W. Walker, Jr. Committee Member Robert Warfield Committee Member Address All NBCC officers and directors can be reached c/o: 100 North Tryon Street, 10th Floor NationsBank Corporate Center Charlotte, NC 28255 NATIONSBANK, N.A. DIRECTORS AND OFFICERS AS OF JUNE 1, 1998 Directors Title Hugh L. McColl, Jr. Chairman James H. Hance, Jr. Vice Chairman Kenneth D. Lewis President Edward J. Brown III Director F. William Vandiver, Jr. Director Officers Title James W. Kiser Secretary Allison L. Gilliam Assistant Secretary Mary-Ann Lucas Assistant Secretary Jacqueline MacRorie Assistant Secretary Address All NB officers and directors can be reached c/o: 100 North Tryon Street NationsBank Corporate Center Charlotte, NC 28255 NB HOLDINGS CORPORATION DIRECTORS AND OFFICERS AS OF JUNE 1, 1998 Directors Hugh L. McColl, Jr. James H. Hance, Jr. Kenneth D. Lewis Officers Title Hugh L. McColl, Jr. Chairman of the Board/CEO James H. Hance, Jr. Vice Chairman of the Board/Chief Financial Officer Kenneth D. Lewis President James W. Kiser Executive Vice President/Secretary Marc D. Oken Executive Vice President/Chief Accounting Officer Frank L. Gentry Senior Vice President Karin Hirtler-Garvey Senior Vice President/Principal Accounting Officer Charles D. Loring Senior Vice President John E. Mack Senior Vice President/Treasurer Susan Mays Newman Senior Vice President/Tax Officer Gary S. Williams Senior Vice President/Tax Officer Janet G. Locke Vice President/Tax Officer Ann P. West Vice President Mary-Ann Lucas Assistant Secretary Address All NB Holdings officers and directors can be reached c/o: 100 North Tryon Street NationsBank Corporate Center Charlotte, NC 28255 NATIONSBANK CORPORATION DIRECTORS AND OFFICERS AS OF JUNE 1, 1998 Ray C. Anderson Alan T. Dickson Chairman and CEO Chairmen Interface, Inc. Ruddick Corporation Atlanta, GA Charlotte, NC Dr. Rita Bornstein Paul Fulton President Chairmen and CEO Rollins College Bassett Furniture Industries Inc Winter Park, FL Winston-Salem, NC B. A. Bridgewater, Jr. James H. Hance, Jr. Chairman, President and CEO Vice Chairman and Chief Financial Officer Brown Group, Inc. NationsBank Corporation St. Louis, MO Charlotte, NC Thomas E. Capps C. Ray Holman Chairman, President and CEO Chairman and CEO Dominion Resources, Inc. Mallinckrodt Inc. Richmond, VA St Louis, Mo Alvin R. Carpenter W. W. Johnson President and CEO Chairman, Executive Committee CSX Transportation Inc. NationsBank Corporation Jacksonville, FL Charlotte, NC Charles W. Coker Kenneth D. Lewis Chairman President Sonoco Products Company NationsBank Corporation Hartsville, SC Charlotte, NC Thomas G. Cousins Hugh L. McColl, Jr. Chairman and CEO Chief Executive Officer Cousins Properties Incorporated NationsBank Corporation Atlanta, Ga Charlotte, NC Andrew B. Craig, III Russell W. Meyer, Jr. Retired Chairman Chairman and CEO NationsBank Corporation Cessna Aircraft Company St, Louis Mo Wichita, Ks Richard B Priory Chairman and CEO Duke Energy Corporation Charlotte, NC Charles E. Rice Chairman NationsBank Corporation Jacksonville, Fl John C. Slane President Slane Hosiery Mills, Inc. High Point. NC O. Temple Sloan, Jr. Chairman General Parts Inc. Raliegh, NC Meredith Spangler Trustee and Board Member Charlotte, NC Albert E. Suter Sr. Vice Chairman and Chief Administrative Officer Emerson Electric Co. St. Louis MO Ronald Townsend Communications Consultant Jacksonville, FL Jackie M. Ward President and CEO Computer Generation Incorporated Atlanta, GA John A. Williams Chairman and CEO Post Properties, Inc. Atlanta, GA Virgil R. Williams Chairman and CEO Williams Group International, Inc. Stone Mountain, GA Principal Officers Charles E. Rice Chairman Hugh L. McColl, Jr. Chief Executive Officer James H. Hance, Jr. Vice Chairman and Chief Financial Officer NationsBank Corporation Kenneth D. Lewis President NationsBank Corporation F. William Vandiver, Jr. Chairman Corporate Risk Policy James W. Kiser Secretary Address All NationsBank officers and directors can be reached c/o: 100 North Tryon Street NationsBank Corporate Center Charlotte, NC 28255 Exhibit A VOTING AGREEMENT THIS VOTING AGREEMENT (AAgreement@) is made as of the 30th day of June, 1998, by and between NATIONSBANC CAPITAL CORP. (ANationsBanc@), CUMULUS MEDIA INC., an Illinois corporation (the ACorporation@), and the undersigned holders (the AShareholders@) of all of the issued and outstanding shares of Class C Common Stock of the Corporation (AClass C Stock@) or options to acquire Class C Stock. RECITALS NationsBanc is the holder of certain shares of the common stock of the Corporation. The Articles of Incorporation of the Corporation provide that under certain circumstances the holders of Class C Stock shall have the right to elect a Director of the Corporation (the Class C Director), and the Shareholders have agreed with NationsBanc that such Class C Director shall, during the period specified herein, be the person designated by NationsBanc. Accordingly, the parties wish to set forth their agreement with respect to the election of the Class C Director. NOW, THEREFORE, in consideration of the mutual promises and agreements hereinafter set forth, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby promise and agree as follows: 1.Definitions. For the purposes of this Agreement, the following capitalized terms shall be defined as follows: AAffiliate@ shall be defined as set forth in Rule 144 promulgated under the Securities Act of 1933, as amended. AApplicable Period@ shall mean the period commencing on the date of the issuance of a final order of the Federal Communications Commission (AFCC@) that the granting of a right to NationsBanc to designate a director of the Corporation will not result in NationsBanc=s interest in the Corporation being Aattributable@ under applicable FCC rules, and ending on the date that NationsBanc (together with its Affiliates) owns less than fifty percent (50%) of the number of shares of Common Stock held by NationsBanc on the date hereof. ACommon Stock@ shall mean the Class A Common Stock, Class B Common Stock, and Class C Common Stock of the Corporation, each with a par value per share of $.01. ADesignated Class C Director@ shall initially be Robert H. Sheridan, III. NationsBanc may, at any time and from time to time, change the Designated Class C Director by written notice to all Shareholders (a) stating that the then existing Class C Director (identified by name) shall no longer be the Designated Class C Director, (b) identifying the person designated to be the new Designated Class C Director, and c specifying the effective date of such designation. If the person designated as the Designated Class C Director is unable or unwilling to serve as the Class C Director then NationsBanc shall promptly give written notice of a new Designated Class C Director to all Shareholders, and until such notice is given the Shareholders shall have no obligation to elect a Class C Director. 2.Election of Director. Each Shareholder agrees that it shall, during the Applicable Period: a.appear in person or by proxy at each special meeting of the holders of Class C Stock and each regular meeting of the shareholders of the Company at which a Class C Director is to be elected (Class C Meeting), for the purpose of obtaining a quorum; b.at each Class C Meeting, vote, in person or by proxy, all of the shares of Class C Stock now owned or hereafter acquired by the Shareholder in favor of the election of the Designated Class C Director; c.in any action by written consent of the holders of Class C Stock for the purpose of electing a Class C Director, consent to the election of the Designated Class C Director; and d.not vote any of its shares of Class C Stock for, or execute any consent to the election of, any Class C Director other than the Designated Class C Director. 3.Revocation of Proxies. Each Shareholder hereby revokes all proxies and powers of attorney with respect to the Class C Stock held by such Shareholder which such Shareholder may have heretofore appointed or granted with respect to the election of the Class C Director, and during the term hereof no subsequent proxy or power of attorney shall be given or written consent executed (and if given or executed, such proxy or power of attorney shall not be effective) by such Shareholder with respect to the election of the Class C Director. Nothing in this Agreement shall be deemed to prohibit or limit the granting by any Shareholder of any proxy or power of attorney for any Class C Stock for any purpose other than the election of a Class C Director. 4.Issuance of Shares. The Company agrees that during the Applicable Period it shall not issue any shares of Class C Stock unless prior to the issuance of such shares the person or entity to whom such shares of Class C Stock are to be issued has executed a counterpart of this Agreement and any amendments hereto, agreeing to be bound by the provisions hereof as a Shareholder hereunder, and copies of such executed counterpart have been sent to each party hereto. 5.Termination. This Agreement shall terminate immediately upon the expiration of the Applicable Period, and upon such termination the parties hereto shall have no further rights or obligations hereunder. 6.Remedies. This Agreement is a Avoting agreement@ as described in Section 7.70 of the Illinois Business Corporation Act of 1983, as amended. Each Shareholder acknowledges that it may not be possible to measure in monetary terms the damages which NationsBanc would suffer by reason of a failure by any Shareholder to perform such Shareholder=s obligations under this Agreement. Accordingly, should any dispute arise concerning any Shareholder=s proper performance of such Shareholder=s obligations under this Agreement, NationsBanc shall be entitled to obtain an injunction for specific performance, or other appropriate equitable relief, requiring such Shareholder to act in accordance with the terms hereof. Any such equitable remedy shall be nonexclusive and may be in addition to any other remedy to which NationsBanc may be entitled. 7.Successors. Any Shareholder who transfers shares of Class C Stock shall, prior to and as a condition to such transfer, (a) notify the transferee of the existence and terms of this Agreement, and (b) obtain the execution by such transferee of a counterpart of this Agreement and any amendments hereto, agreeing to be bound by the provisions hereof as a Shareholder hereunder. 8.Representation. The Corporation and the Shareholders warrant and represent, which warranties and representations shall survive the execution hereof, that the Shareholders own all Class C Common Stock and all options to acquire Class C Stock which are issued and outstanding as of the date hereof. 9.Notices. Any notice required or permitted to be given or made by any party to any other hereunder shall be in writing and shall be considered to be given and received in all respects when hand delivered, when delivered by prepaid express or courier delivery service, when sent by facsimile transmission actually received by the receiving equipment, or five (5) days after deposited in the United States mail, certified or registered mail, postage prepaid, in each case addressed to the parties at their respective addresses set forth opposite their signatures to this Agreement or to such changed address as any party shall designate by proper notice to the other parties. 10. Governing Law. This Agreement and the rights and remedies of the parties hereto shall be governed by and construed in accordance with the laws of the State of Illinois, without regard to the conflicts of laws provisions thereof. 11. Legend. Each certificate representing shares of Class C Stock shall bear a legend stating that the shares are subject to this Agreement. 12. Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original but when taken together shall constitute but one and the same document. 13. Waiver. No waiver by any party hereto of any breach of any provision of this Agreement shall be deemed a waiver by such party of any subsequent breach. 14. Entire Agreement. This Agreement contains the entire understanding between the parties hereto with respect to the matters set forth herein and all prior discussions, negotiations, agreements, correspondence and understandings between the parties (whether oral or written) relating to the terms of this agreement are merged herein and superseded hereby. No provision of this Agreement may be amended or modified other than by a writing signed by the party against whom enforcement is sought. 15. Invalidity. If for any reason one or more of the provisions of this Agreement are deemed by a court of competent jurisdiction to be unenforceable or otherwise waived by operation of law, the remainder of this Agreement shall be deemed to be valid and enforceable and shall be construed as if such invalid and unenforceable provision were omitted. 16. Headings. The paragraph headings used in this Agreement are for convenience only and shall not affect in any way the meaning or interpretation of this Agreement. IN WITNESS WHEREOF, the undersigned have executed this Agreement as of the date above first written. Attn: Mr. Robert H. Sheridan, III NATIONSBANC CAPITAL CORP. NationsBanc Capital Investors 100 North Tryon Street NationsBanc Corporate Center, 10th Floor NC1-007-10-04 By: Charlotte, NC 28255 Robert H. Sheridan, III (title) FAX: (704) 386-6432 Attn: Mr. Richard Weening CUMULUS MEDIA INC. Cumulus Media Inc. 111 E. Kilbourn Avenue, Suite 2700 Milwaukee, WI 53202 By: FAX: (414) 615-2880 Richard Weening, Executive Chairman SHAREHOLDERS: Attn: Mr. Richard Weening QUSTUS MANAGEMENT CORPORATION QUAESTUS Management Corporation 111 E. Kilbourn Avenue, Suite 2700 Milwaukee, WI 53202 By: FAX: (414) 615-2880 Richard Weening, President Attn: Mr. Lewis W. Dickey, Jr. DBBC OF GEORGIA, LLC DBBC of Georgia, LLC 3060 Peachtree Road N.W. Suite 750 By: Atlanta, GA 30305 Lewis W. Dickey, Jr. (title) FAX: (404) 688-3024 (signatures continued on next page) CML HOLDINGS, LLC CML Holdings, LLC 111 E. Kilbourn Avenue, Suite 2700 Milwaukee, WI 53202 By: ____________________________________ (414) 615-2880 c/o Cumulus Media Inc. 111 E. Kilbourn Avenue, Suite 2700 Milwaukee, WI 53202 FAX: (414) 615-2880 ____________________________________ ____ Richard Weening c/o DBBC of Georgia, LLC 3060 Peachtree Road N.W. Suite 750 Atlanta, GA 30305 ______________________________________ __ FAX: (404) 688-3024 Lewis W. Dickey, Jr. Exhibit B REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT, dated as of June 30, 1998 (the Agreement), is made by and among Cumulus Media Inc., an Illinois corporation (the Company), NationsBanc Capital Corp. (NationsBanc), Heller Equity Capital Corporation (Heller), the State of Wisconsin Investment Board (SWIB) and The Northwestern Mutual Life Insurance Company (NML). Each of NationsBanc, Heller, SWIB and NML and their respective transferees (as provided in Section 7(f)) shall sometimes be referred to herein as a AShareholder@ and collectively as the AShareholders@. R E C I T A L S: WHEREAS, the Shareholders and Cumulus Media, LLC, a Wisconsin limited liability company (AMedia LLC@), are parties to that certain Amended and Restated Registration Rights Agreement dated as of November 14, 1997 (the AMedia LLC Registration Rights Agreement@) pursuant to which Media LLC agreed to provide the Shareholders with certain registration rights; and WHEREAS, Media LLC currently holds all of the issued and outstanding common stock of the Company; and WHEREAS, Media LLC is to be dissolved and all of the shares of common stock of the Company held by Media LLC are to be distributed to the Shareholders in a liquidating distribution; and WHEREAS, the Company intends to consummate an initial public offering of its Class A Common Stock; and WHEREAS, the Media LLC Registration Rights Agreement contemplates that in the event of an initial public offering of equity securities by the Company, the Company would enter into a registration rights agreement with the Shareholders on terms similar to those set forth in the Media LLC Registration Rights Agreement prior to the consummation of such initial public offering; and WHEREAS, the Company and the Shareholders have agreed to enter into this Registration Rights Agreement to set forth the registration rights to be provided to the Shareholders by the Company. NOW, THEREFORE, in consideration of the foregoing, and of the mutual promises herein contained and of other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto, intending to be legally bound, hereby agree as follows: 1.Definitions. The following capitalized terms have the following meanings: Class A Common Stock: The Class A Common Stock, $.01 par value per share, issued by the Company. Class B Common Stock: The Class B Common Stock, $.01 par value per share, issued by the Company. Class C Common Stock: The Class C Common Stock, $.01 par value per share, issued by the Company. Commission: The United States Securities and Exchange Commission or any other United States federal agency administering the Securities Act or the Exchange Act. Common Stock: Class A Common Stock and/or Class B Common Stock and/or Class C Common Stock and any securities issued thereafter with respect to such Common Stock by way of a stock dividend, stock split, or in connection with a combination of shares, recapitalization, merger, share exchange, consolidation or similar transaction. Exchange Act: The United States Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission thereunder, as in effect from time to time. NASD: The National Association of Securities Dealers, Inc. and any successor organization. Person: An individual, corporation, partnership, limited liability company, association, joint-stock company, trust where the interests of the beneficiaries are evidenced by a security, unincorporated organization, estate, governmental or political subdivision thereof or governmental agency. Public Offering: The closing of an underwritten public offering of Class A Common Stock, or securities convertible into or exchangeable or exercisable for Class A Common Stock, registered with the Commission under the Securities Act. Registrable Securities: Shares of Class A Common Stock that (i) are owned by any Shareholder immediately after the dissolution of Media LLC and any securities issued thereafter with respect to such Class A Common Stock by way of a stock dividend, stock split or in connection with a combination of shares, recapitalization, merger, share exchange, consolidation or similar transaction, or (ii) are issued to any Shareholder upon conversion of any Class B Common Stock owned by such Shareholder immediately after the dissolution of Media LLC (or upon conversion of any Class C Common Stock received by such Shareholder upon conversion of any Class B Common Stock owned by such Shareholder immediately after the dissolution of Media LLC), and any securities issued thereafter with respect to such Class B Common Stock or Class C Common Stock by way of a stock dividend, stock split or in connection with a combination of shares, recapitalization, merger, share exchange, consolidation or similar transaction. Registration Statement: A registration statement provided for in Section 6 of the Securities Act under which securities are registered under the Securities Act, together with any pre liminary, final or summary prospectus contained therein, any amendment or supplement thereto, and any document incorporated by reference therein. Securities Act: The United States Securities Act of 1933, as amended, and the rules and regulations of the Commission thereunder, all as the same shall be in effect from time to time. Terms defined in the Exchange Act or the Securities Act and not otherwise defined herein have the meanings herein as therein defined. 2.Demand Registration. (a) Right to Demand. After the date of the initial Public Offering, or, if earlier, the date on which the Company first becomes subject to the reporting obligations under Section 13(a) of the Exchange Act, the holders of Registrable Securities shall have the right, exercisable by written notice to the Company signed by (i) Person(s) holding more than 25% of the Registrable Securities outstanding in the case of the first notice, (ii) in the case of the second notice, Person(s) holding more than 25% of the Registrable Securities outstanding, excluding Registrable Securities held by the Person(s) initiating the first notice, and (iii) in the case of the third notice, Person(s) holding more than 20% of the Registrable Securities, excluding Registrable Securities held by Person(s) initiating the first or second notice, to request that the Company effect the registration under the Securities Act of all or part of such Person(s)= Registrable Securities (a ADemand Registration@); provided, however, that excluding any Demand Registration under Section 2(d) hereof, the holders of Registrable Securities shall only have the right to make three (3) requests for a Demand Registration. Upon receipt of such notice, the Company shall, as expeditiously as reasonably possible and in any event, within ten (10) days of receipt of such notice, give written notice of such Demand Registration to all registered holders of Registrable Securities, and shall use all commercially reasonable efforts to effect all such registrations under the Securities Act (including, without limitation, the execution of an undertaking to file post-effective amendments and appropriate qualifications and approvals under the laws and regulations of any governmental agencies and authorities applicable to the Company, including the relevant blue sky or other state securities laws) of: (i) the Registrable Securities that the Company has been requested to register as specified in the demand given pursuant to this Section 2(a) (including, without limitation, an offering on a delayed or continuous basis pursuant to Rule 415 (or any successor rule to similar effect) under the Securities Act); and (ii) all other Registrable Securities that the Company has been requested to register by the holders thereof, by written request given to the Company within thirty (30) days after the giving of such written notice by the Company, all to the extent required to permit the disposition of the Registrable Securities so to be registered. (b) Selection of Underwriters. The underwriters of any underwritten offering pursuant to a Demand Registration shall be selected by the Company, subject, however, to the approval of the holders of Registrable Securities participating in such Demand Registration, which approval shall not be unreasonably withheld; provided, however, that the holders of the Registrable Securities shall not be required to pursue an underwritten offering upon exercise of the Demand Registration. (c) Participation in Demand Registrations. If the managing underwriter advises the Company in writing, with a copy to the Shareholders that, in its opinion, the number of Registrable Securities requested to be included in a Demand Registration exceeds what can be sold in such offering without a material adverse effect on the offering, then the Company will advise the Shareholders and will include in such Demand Registration up to the maximum number of Registrable Securities requested to be included in such Demand Registration which the managing underwriter advises the Company can be sold in such offering and such Registrable Securities shall be allocated among the holders of Registrable Securities who have requested to be included in such Demand Registration, pro rata among such Persons on the basis of the number of Registrable Securities requested to be included in such Registration. If any holder of Registrable Securities disapproves of the number of reduced Registrable Securities that can be included on behalf of such holder, he may elect to withdraw therefrom by written notice to the Company, the underwriter and the other Shareholders. (d) Additional Demand Registrations. (i) If the Company effects the registration of less than all of the Registrable Securities requested to be included in a Demand Registration under Subsection 2(a) solely as a result of the operation of Subsection 2c, the holders of such Registrable Securities may at any time request an additional Demand Registration with respect to such Registrable Securities (which Demand shall not count as the second or third Demand Right contemplated in Section 2(a)), provided that at least six (6) months have elapsed since the effective date of the most recent Demand Registration. Any such Demand Registration shall be requested and effected in the manner and subject to the procedures that applied with respect to the Demand Registration which was the subject of the cutback in Subsection 2c. (ii) If the no-action request being submitted by Media LLC to the Commission results in a finding that NationsBanc is unable to Atack@ the holding period of Media LLC to its own holding period with respect to the shares of Common Stock distributed to NationsBanc upon dissolution of Media LLC, then NationsBanc shall have the right, exercisable by written notice to the Company and in addition to any rights provided under Section 2(a) hereof, to request that the Company effect the registration under the Securities Act of all or part of the Registrable Securities held by NationsBanc; provided, however, that NationsBanc shall only have the right to make one (1) request for an additional Demand Registration under this Section 2(d)(ii). Upon receipt of such notice, the Company shall, as expeditiously as reasonably possible and in any event within ten (10) days of receipt of such notice, give written notice of such additional Demand Registration to all other registered holders of Registrable Securities, and shall use all commercially reasonable efforts to effect all such registrations under the Securities Act (including, without limitation, the execution of an undertaking to file posteffective amendments and appropriate qualifications and approvals under the laws and regulations of any governmental agencies and authorities applicable to the Company, including the relevant blue sky or the state securities laws) of (x) the Registrable Securities that the Company has been requested to register as specified in the demand given by NationsBanc pursuant to this Section 2(d)(ii); and (y) all other Registrable Securities that the Company has been requested to register by the other holders of Registrable Securities, by written request given to the Company within thirty (30) days after the giving of such written notice by the Company, all to the extent required to permit the disposition of the Registrable Securities so to be registered. The underwriters shall be selected in accordance with Section 2(b). If the managing underwriter advises the Company in writing that, in its opinion, the number of Registrable Securities requested to be included in such additional Demand Registration exceeds what can be sold in such offering without a material adverse effect on the offering, then the Company will advise the Shareholders and will include in such Demand Registration up to the maximum number of Registrable Securities requested to be included in such Demand Registration which the managing underwriter advises the Company can be sold at such offering and such Registrable Securities shall be allocated first to NationsBanc to the extent set forth in its notice of Demand Registration and second, among the holders of Registrable Securities other than NationsBanc who have requested to be included in such Demand Registration, pro rata among such persons on the basis of the number of Registrable Securities requested to be included in such registration. If the noaction request submitted to the Commission results in a finding that NationsBanc may tack the holding period of Media LLC to its own holding period with respect to the shares of Company Common Stock received upon dissolution of Media LLC, the provisions of this Section 2(d)(ii) shall be null and void and of no force or effect. (e) Restrictions on Demand Registrations. The Company may postpone for up to (but not exceeding) six (6) months the filing or the effectiveness of a Registration Statement for a Demand Registration, whether pursuant to Subsection 2(a) or 2(d), if the Company=s Board of Directors determines that such Demand Registration would reasonably be expected to have an adverse effect on any proposal or plan by the Company or any of its subsidiaries to engage in any acquisition of assets (other than in the ordinary course of business) or any merger, consolidation, tender offer or similar transaction or that the Demand Registration will adversely interfere with other Company events or would require disclosure of material nonpublic information relating to the Company which, in the reasonable opinion of the Board of Directors of the Company, should not be disclosed; provided that (i) the Company may postpone the filing or effectiveness of a Demand Registration Statement pursuant hereto not more than once during any twelve consecutive month period, and (ii) the Company may postpone or withdraw the filing or effectiveness of a Demand Registration Statement pursuant hereto not more than twice during the term of this Agreement. In addition, the Company shall not be required to comply with this Section 2 within one hundred eighty (180) days after the effective date of an initial Public Offering or within ninety (90) days of another Registration Statement subject to this Section 2 or Section 3. In any such event, the holders of Registrable Securities requesting such Demand Registration will be entitled to withdraw their request for the Demand Registration. If the request for the Demand Registration is so withdrawn, such Demand Registration request shall not count as a Demand Registration request hereunder; provided, however, that the holders of Registrable Securities shall not be permitted to request another Demand Registration until such postponement would have ended had the request not been withdrawn. The Company shall reimburse each holder of Registrable Securities for all costs and expenses reasonably incurred by it in connection with a proposed and withdrawn Demand Registration. (f) Other Registration Rights. The Company shall not, without the prior written consent of the holders of 75% of the then outstanding Registrable Securities, grant to any Persons the right to request the Company to register any equity securities of the Company, or any securities convertible or exchangeable into or exercisable for such securities, if such rights could reasonably be expected to conflict with or be in parity with, the registration rights of the holders of Registrable Securities granted hereunder. The granting by the Company of registration rights to a third party shall not be deemed to be in conflict or parity with the registration rights of the holders of Registrable Securities granted hereunder as long as the provisions of Section 3c hereof are complied with at all times during which the piggyback registration rights provided to the Shareholders under said Section 3 are in effect and have not been terminated in accordance with Section 3(d) hereof. (g) Effective Registration Statement. Before filing a Registration Statement or any amendments or supplements thereto, the Company will (i) furnish to the holders of Registrable Securities which are to be included in such registration, copies of all such documents proposed to be filed, which documents will be subject to the review of the holders and their counsel (which review shall be conducted at the Company=s expense except that in no event shall the Company be required to pay the expenses of more than one counsel for the holders of Registrable Securities), and (ii) give the holders of the Registrable Securities to be included in such Registration Statement and their representatives, at the Company=s expense (except that in no event shall the Company be required to pay the expenses of more than one counsel for the holders of Registrable Securities), the opportunity to conduct a reasonable investigation of the records and the business of the Company and to participate in the preparation of any such Registration Statement or any amendments or supplements thereto. With respect to any registrations requested pursuant to Sections 2(a) or 2(d), the Company may include in such registration any other equity securities of the Company, subject to the restrictions set forth in Section 2(f). A Demand Registration pursuant to this Section 2 shall not be deemed to have been effected (i) unless a Registration Statement with respect thereto has become effective and the sale of Registrable Securities contemplated thereby (if underwritten) has been consummated (unless not consummated for any reason not due to any action or failure to act by the Company or because of a material adverse change with respect to the Company), or (ii) if after it has become effective, such Demand Registration is interfered with by any stop order, injunction or other order or requirement of the Commission or other governmental agency or court for any reason. 3.Piggyback Registration. (a) Right to Piggyback. If the Company at any time proposes to register any securities under the Securities Act (other than registrations on Form S- 4 or S-8 or the equivalent thereof) with respect to a Public Offering (whether for its own account or for the account of other security holders) and the form of Registration Statement to be used may be used for the registration of Registrable Securities, the Company will give prompt written notice to all holders of Registrable Securities of its intent to do so and the proposed method of distribution, which notice shall state whether such registration has been initiated by the Company (a ACompany Registration@) or by another Person (a AThird-Party Registration@). Within thirty (30) days after receipt of such notice, any holder of Registrable Securities may by written notice to the Company request the registration by the Company under the Securities Act of Registrable Securities in connection with such proposed registration by the Company under the Securities Act of securities (a APiggyback Registration@). Such written notice to the Company shall specify the Registrable Securities intended to be disposed of by such holders. Upon receipt of such request, the Company will use all commercially reasonable efforts to register under the Securities Act all Registrable Securities which the Company has been so requested to register, to the extent requisite to permit the disposition of the Registrable Securities so to be registered in accordance with the proposed method of distribution; provided, however, that if at any time after giving notice of its intent to register securities and before the effective date of the Registration Statement filed in connection with such Piggyback Registration, the Company determines for any reason not to register or to delay registration of such securities, the Company may, at its election, give notice of such determination to the holders of Registrable Securities requesting such Piggyback Registration, and, thereupon, (i) in the case of a determination not to register, the Company shall be relieved of its obligation to register any Registrable Securities in connection with such Piggyback Registration (but not from its obligation to pay registration expenses pursuant to Section 5 hereof) without prejudice, however, to the rights of any holder(s) of Registrable Securities entitled to do so to request that such registration be effected as a Demand Registration under Section 2 hereof, and (ii) in the case of a determination to delay registering, the Company may delay registering any Registrable Securities for the same period as the delay in registering such other securities. No registration effected under this Section 3 shall relieve the Company of its obligation to effect any Demand Registration upon request under Section 2 hereof. (b) Selection of Underwriters. The underwriters, if any, of any offering pursuant to a Piggyback Registration shall be one or more nationally-recognized investment banking firms selected by the Company. (c) Participation in Piggyback Registrations. If the managing underwriter informs the Company in writing of its judgment that including the Registrable Securities in the Piggyback Registration creates a substantial risk that the proceeds or price per unit to be received from such offering might be reduced or that the number of Registrable Securities to be registered is too large to be reasonably sold, then the Company will include in such Piggyback Registration, to the extent of the number which the Company is so advised can be sold in such offering: first, all securities proposed by the Company to be sold for its own account; second, such other securities (if any) proposed to be included as a result of the exercise of demand registration rights by the holders thereof; third, such Registrable Securities requested by the holders thereof to be included in such Piggyback Registration, pro rata on the basis of the number of shares of such Registrable Securities requested to be included in such Registration Statement; and fourth, such other securities requested to be included therein pro rata on the basis of the number of shares of such other securities requested to be included in the Registration Statement. (d) Termination of Piggyback Rights. The piggyback registration rights provided to the Shareholders under this Section 3 shall terminate as to any Shareholder at such time as such Shareholder is permitted to dispose of all of its Registrable Securities in any six (6) month period under Rule 144 of the Securities Act (including Rule 144(k)). 4.Registration Procedures. (a) Company Covenants. Whenever the Company is hereunder required to use all commercially reasonable efforts to effect the registration under the Securities Act of any Registrable Securities as provided in Section 2 or 3, the Company will: (i) prepare and file (in the case of a Demand Registration, within forty-five (45) days of the initial notice from the requisite holders of Registrable Securities) with the Commission the requisite Registration Statement to effect such registration and thereafter use all commercially reasonable efforts to cause such Registration Statement to become effective, provided that the Company may discontinue any registration of its securities which are not Registrable Securities (and, under the circumstances specified in Subsection 3(a), its securities which are Registrable Securities) at any time prior to the effective date of the Registration Statement relating thereto; (ii) prepare and file with the Commission such amendments and supplements to such Registration Statement and the prospectus used in connection therewith as may be necessary to comply with the provisions of the Securities Act with respect to the disposition of all securities covered by such Registration Statement until the earlier of (a) such time as all such securities have been disposed of in accordance with the intended methods of disposition by the sellers thereof set forth in such Registration Statement and (b) the expiration of one hundred eighty (180) days from the date such Registration Statement first becomes effective (exclusive of any period during which the holders of Registrable Securities are prohibited or impaired from disposition of Registrable Securities by reason of the occurrence of any event described in Section 4(a)(v)(a) or (b) or 4(a) (vii)), at which time the Company shall have the right to deregister any of such securities which remain unsold; (iii) furnish to each seller of Registrable Securities covered by such Registration Statement such number of conformed copies of the Registration Statement, and of each amendment and supplement thereto, such number of copies of the prospectus contained in such Registration Statement and any other prospectus filed under Rule 424 under the Securities Act, in conformity with the requirements of the Securities Act, and such other documents as such seller may reasonably request; (iv) use all commercially reasonable efforts to register or qualify all securities covered by such Registration Statement under such other securities or blue sky laws of jurisdictions as each seller thereof shall reasonably request, to keep such registration or qualification in effect for so long as the Registration Statement remains in effect, and to take any other action which may be reasonably necessary or advisable to enable such seller to consummate the disposition in such jurisdictions of the securities owned by such seller, except that the Company shall not for any such purpose be required to (a) qualify generally to do business as a foreign corporation in any jurisdiction wherein it would not be obligated to be so qualified but for the requirements of this subsection; (b) subject itself to taxation in any such jurisdiction; or c consent to general service of process in any such jurisdiction; (v) use all commercially reasonable efforts to (a) obtain the withdrawal of any order suspending the effectiveness of such Registration Statement or sales thereunder at the earliest possible time and (b) cause all Registrable Securities covered by such Registration Statement to be registered with or approved by such other governmental agencies or authorities of United States jurisdictions as may be necessary to enable the seller thereof to consummate the disposition of such Registrable Securities; (vi) in connection with any registration pursuant to this Agreement, furnish to each seller of Registrable Securities a signed counterpart, addressed to such seller and the underwriters, of: (a) an opinion of counsel for the Company dated the effective date of the Registration Statement (and dated the closing date under any underwriting agreement), reasonably satisfactory in form and substance to such seller, and (b) a Acomfort letter@ or a Aprocedures letter@ dated the effective date of the Registration Statement (and dated the date of the closing under any underwriting agreement), signed by the independent public accountants who have audited the Company=s financial statements included in such Registration Statement, covering substantially the same matters with respect to such Registration Statement and, in the case of the Acomfort letter,@ with respect to events subsequent to the date of such financial statements, as are customarily covered in opinions of issuer=s counsel and in accountants= letters delivered to the underwriters in underwritten public offerings of securities, and, in the case of the legal opinion, such other legal matters, and, in the case of the Acomfort letter,@ such other financial matters, as such seller or the underwriter may reasonably request; (vii) at any time when a prospectus relating thereto is required to be delivered under the Securities Act, notify each seller of Registrable Securities covered by such Registration Statement promptly after the Company discovers that the prospectus included in such Registration Statement as then in effect includes an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading in the light of the circumstances under which they were made, and at the request of any such seller promptly prepare and furnish to such seller a reasonable number of copies of a supplement to or an amendment of such prospectus as may be necessary so that, as thereafter delivered to the purchasers of such securities, such prospectus shall not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading in the light of the circumstances under which they were made; (viii) otherwise use all commercially reasonable efforts to comply with all applicable rules and regulations of the Commission; (ix) provide and cause to be maintained a transfer agent and registrar for all Registrable Securities covered by such Registration Statement from and after a date not later than the effective date of such Registration Statement; (x) use all commercially reasonable efforts to list all Registrable Securities covered by such Registration Statement on a securities exchange on which similar securities issued by the Company are then listed and shall take any other action necessary or advisable to facilitate the disposition of such Registrable Securities; (xi) use all commercially reasonable efforts to facilitate timely preparation and delivery (under regularway settlement procedures) of certificates representing Registrable Securities to be sold free of restrictions; and (xii) take all steps reasonably necessary to assure compliance with any applicable provisions of the Investment Company Act of 1940, as amended, including, but not limited to, registration of the Company, or the election on behalf of the Company to be regulated as a business development company, under that Act. The Company may require each seller of Registrable Securities as to which any registration is being effected to furnish the Company such information regarding such seller and the distribu tion of such securities (which, in the case of a non- underwritten offering, may include sales under Rule 144 under the Securities Act) as the Company may reasonably request, in writing. Any Person participating in any Demand Registration or Piggyback Registration must (a) agree to sell their Registrable Securities on the basis provided in the underwriting agreement, if any, and (b) complete and execute all documents required under this Agreement or the underwriting agreement, if any. Each holder of Registrable Securities agrees that upon receipt of any notice from the Company of the happening of any event of the kind described in subparagraph (vii) of this Subsection 4(a), such holder will discontinue immediately such holder=s disposition of securities pursuant to the Registration Statement until such holder receives copies of the supplemented or amended prospectus contemplated by such subparagraph (vii) and, if so directed by the Company, will deliver to the Company all copies, other than permanent file copies, then in such holder=s possession of the prospectus relating to such Registrable Securities current at the time of receipt of such notice. (b) Underwriting Agreements. The Company will enter into an underwriting agreement with the underwriters for any underwritten offering pursuant to a Demand Registration or Piggyback Registration if requested by the holders of Registrable Securities and the underwriters to do so. The underwriting agreement will contain such representations and warranties by the Company and such other terms as are generally prevailing at such time in underwriting agreements. The holders of Registrable Securities to be distributed by the underwriters shall be parties to such underwriting agreement and may, at their option, require that any or all of the representations, warranties, and other agreements by the Company to and for the benefit of the underwriters also be made to and for the benefit of such holders of Registrable Securities and that any or all of the conditions precedent to the obligations of such underwriters under such underwriting agreement be conditions precedent to the obligations of such holders of Registrable Securities. No holder of Registrable Securities shall be required to make representations or warranties to, or agreements with, the Company or the underwriters other than representations, warranties or agreements regarding such holder, such holder=s Registrable Securities, such holder=s intended method of distribution and any representations required by law. (c) Holdback Agreement. Each holder of Registrable Securities agrees by acquisition of such holder=s Common Stock not to effect any public sale or distribution of any Registrable Securities during the thirty (30) days prior to and the one hundred eighty (180) days after the initial Public Offering or ninety (90) days after any other underwritten (firm commitment or best efforts) Public Offering, Demand Registration or Piggyback Registration has become effective, except as part of such Public Offering, Demand Registration or Piggyback Registration, as the case may be, unless the managing underwriter of the Public Offering, Demand Registration or Piggyback Registration otherwise agrees to such sale or distribution. Notwithstanding the foregoing, it is acknowledged and agreed that the immediately preceding sentence shall not prohibit Heller or NML from effecting any public sale or distribution of any Registrable Securities during the one hundred eighty (180) day period after the initial Public Offering. (d) Preparation; Reasonable Investigation. In connection with the preparation and filing of each Registration Statement under the Securities Act pursuant to this Agreement, the Company will give the holders of Registrable Securities to be registered under such Registration Statement, the underwriters, if any, and their respective counsel and accountants, the oppor tunity to participate in preparing the Registration Statement. The Company will also give each of such Persons such access to its books and records and opportunities to discuss the business of the Company with the Company=s officers and independent public accountants who have certified the Company=s financial statements as shall, in the opinion of such holders= and such underwriters= respective counsel, be necessary to conduct a reasonable investigation within the meaning of the Securities Act. (e) Rule 144. From and after the date of the initial Public Offering, the Company will file the reports required to be filed by it under the Securities Act and the Exchange Act to enable the holders thereof to sell their Registrable Securities without registration under the Securities Act and within the exemptions provided under the Securities Act by Rule 144 or any similar rule or regulation hereafter adopted by the Commission. Upon the request of any holder of Registrable Securities, the Company will deliver to such holder a written statement as to whether it has complied with such requirements. 5.Registration Expenses. The Company will bear all expenses incident to the Company=s performance of or compliance with this Agreement, including, without limitation, all registration, filing, qualifying and NASD fees, all securities and blue sky compliance fees and expenses (including related legal fees and disbursements and other expenses pertaining thereto), all word processing expenses, duplicating expenses, printing expenses, engraving expenses, messenger and delivery expenses, all Company general and administrative expenses, all Company counsel and accountants fees and disbursements, all special audit, financial statement and reconstruction costs, all comfort letter costs, the reasonable fees and disbursements of one counsel acting on behalf of the sellers of the Registrable Securities being registered, all underwriter fees and disburse ments customarily paid by issuers or sellers of securities (including fees paid to a Aqualified independent underwriter@ required by the rules of the NASD in connection with a distribution), all Aroad show@ expenses and allocations and the expense for other Persons retained by the Company, but excluding discounts, commissions or fees of underwriters, selling brokers, dealer managers, sales agents or similar securities industry professionals relating to the distribution of Registrable Securities and applicable transfer taxes, if any, and fees for more than one special counsel to the sellers of Registrable Securities, which shall be borne by the sellers of the Registrable Securities being registered on a pro rata basis based on the number of Registrable Securities sold by each of them or upon such other basis upon which such sellers may mutually agree. 6.Indemnification. (a) Indemnification by the Company. In the event of any Demand Registration or Piggyback Registration of any Registrable Securities under the Securities Act, the Company shall, and hereby does, indemnify and hold harmless each seller of any Registrable Securities covered by the Registration Statement with respect thereto, such seller=s partners, directors, trustees, officers, advisors, employees and agents, and each Person who controls or is controlled by such seller within the meaning of the Securities Act, against any losses, claims, damages or liabilities to which such seller, partner, director, officer, or controlling Person, as the case may be, may become subject under the Securities Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions or proceedings, whether commenced or threatened, in respect thereof) arise out of or are based upon an untrue statement or alleged untrue statement of material fact contained in the Registration Statement under which such Registrable Securities were sold (including all documents incorporated therein by reference) as originally filed or in any amendment thereto, any preliminary or final prospectus contained therein or any amendments or supplements thereto, or an omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, or a violation by the Company of any rule or regulation promulgated pursuant to any federal, state or common law rule, including, without limitation, the Securities Act, applicable to the Company and relating to any action or inaction required of the Company in connection with such registration, qualification or compliance, and the Company will reimburse each such indemnified Person for expenses reasonably incurred by it in connection with investigating or defending any such loss, claim, damage, liability, action or proceeding; provided that the Company shall not be liable in any such case for any losses, claims, damages, liabilities (or actions or proceedings in respect thereof) or expenses which arise out of or are based upon an untrue statement or alleged untrue statement or omission or alleged omission made by the Company in such Registration Statement in reliance upon and in strict conformity with information furnished to the Company by such Person through an instrument duly executed by such Person specifically stating that it is for use in the preparation thereof. This indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of an indemnified party, and shall survive the transfer of such Registrable Securities by the seller thereof. (b) Indemnification by the Sellers. The Company may require, as a condition to including any Registrable Securities in any Registration Statement, that the Company receive an undertaking satisfactory to it from the prospective seller of such Registrable Securities, to indemnify and hold harmless (in the same manner and to the same extent as set forth in subsection (a) of this Section 6) the Company, its directors, its officers, and each other Person who controls the Company within the meaning of the Securities Act, with respect to any statement or alleged statement in or omission or alleged omission from such Registration Statement, if such statement or alleged statement or omission or alleged omission was made in reliance upon and in conformity with written information furnished to the Company through an instrument duly executed by such seller specifically stating that it is for use in the preparation of such Registra tion Statement. The prospective sellers= obligation to indemnify will be several, not joint and several, among such sellers and the liability of each such seller of Registrable Securities shall be in proportion to the net amount received by such seller from the sale of Registrable Securities pursuant to such Registration Statement. Notwithstanding the foregoing, the liability of any such seller shall not exceed an amount equal to the proceeds realized by each such seller from the sale of Registrable Securities pursuant to such Registration Statement. This indemnity shall remain in full force and effect, regardless of any investigation made by or on behalf of the Company, its directors, officers or controlling Persons, and shall survive the transfer of such Registrable Securities by the seller thereof. (c) Notices of Claims, Etc. Promptly after receipt by an indemnified party of notice of the commencement of any action or proceeding involving a claim referred to in Subsection 6(a) or (b), such indemnified party will, if a claim in respect thereof is to be made against an indemnifying party, give written notice to such indemnifying party of the commencement of such action. The failure of any indemnified party to give notice as provided herein shall not relieve the indemnifying party of its obligations under the preceding subdivisions of this Section 6, except to the extent that the indemnifying party is materially prejudiced by the failure to give such notice. In case any such action is brought against an indemnified party, the indemnifying party shall be entitled to participate in and to assume the defense thereof, jointly with any other indemnifying party similarly notified to the extent that it may wish, with counsel reasonably satisfactory to the indemnified party, unless a conflict of interest exists between such indemnified and indemnifying parties that would make representation by the same counsel inappropriate in the circumstances. After notice from the indemnifying party to such indemnified party of its election so to assume the defense thereof, the indemnifying party shall not be liable for any settlement made by the indemnified party without its consent (which consent will not be unreasonably withheld or delayed) or for any legal or other expenses subsequently incurred by the indemnified party in connection with the defense thereof other than reasonable costs of investigation and the legal expenses (if allowed under the previous sentence). No indemnifying party shall, without the consent of the indemnified party, consent to entry of any judgment or enter into any settlement which does not include as an unconditional term thereof the giving by the claimant or plaintiff to such indemnified party of a release from all liability in respect to such claim or litigation or imposes action or limitation on action on such indemnified party. (d) Indemnification Payments. The indemnification required by this Section 6 shall be made by periodic payments of the amount thereof during the course of the investigation or defense, as and when bills are received or expense, loss, damage or liability is incurred upon submission of reasonably sufficient documentation that such expenses have been incurred. (e) Contribution. If the indemnification provided for in this Agreement shall for any reason be unavailable to or insufficient to hold harmless an indemnified party in respect of any loss, claim, damage, expense or liability, or any action in respect thereof, referred to herein, then the indemnifying party shall, in lieu of indemnifying such indemnified party, contribute to the amount paid or payable by such indemnified party as a result of such loss, claim, damage or liability, or action in respect thereof, in such proportion as is appropriate to reflect the relative fault of the Company and the Shareholders, respectively, with respect to the statements or omissions which resulted in such loss, claim, damage, expense or liability, or action in respect thereof, as well as any other relevant equitable considerations. The relative fault of each party shall be determined by reference to whether the untrue or alleged untrue statement of a material fact or omission or alleged omission to state a material fact relates to information supplied by the Company or the Shareholder, the interest of the parties and their relative knowledge, access to information and opportunity to correct or prevent such statement or omission. The Company and the Shareholders agree that it would not be just and equitable if contributions pursuant to this Agreement were to be determined by pro rata allocation or by any other method of allocation which does not take into account the equitable considerations referred to herein. The amount paid or payable by an indemnified party as a result of the loss, claim, damage or liability, or action in respect thereof, referred to above in this Agreement shall be deemed to include any legal or other expenses reasonably incurred by such indemnified party in connection with investigating or defending any such action or claim. Notwithstanding the provisions herein, a Shareholder shall not be required to contribute any amount in excess of the amount by which the proceeds received by the Shareholder from the sale of the Registrable Securities pursuant to the Registration Statement exceeds the amount of any damage which such Shareholder has otherwise been required to pay by reason of such untrue or alleged untrue statement or omission or alleged omission. No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act or the Exchange Act) shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation. 7.Miscellaneous. (a) Effectiveness. This Agreement shall become effective only upon the distribution by Media LLC of all shares of Common Stock of the Company held by it to the shareholders and the other members of Media LLC as and to the extent provided in the Agreement Regarding Dissolution dated as of June 30, 1998 among Cumulus Media, LLC, the Shareholders, QUSTUS Management Corporation, DBBC of Georgia, LLC, Richard Bonick and William Bungeroth. If, for any reason, such dissolution has not occurred on or before July 15, 1998, this Agreement shall be null and void and of no force or effect. Upon this Agreement becoming effective, the Media LLC Registration Rights Agreement shall be deemed terminated and of no further force or effect. (b) Initial Public Offering. Subject to the terms and provisions of the Operating Agreement, nothing in this Agreement shall otherwise create any obligation on the part of the Company to effect an initial Public Offering. (c) Amendments and Waivers. This Agreement may be amended or waived by the consent of the Company and each of the Shareholders. Each holder of any Registrable Securities at the time or thereafter outstanding shall be bound by any consent authorized by this Subsection 7c, whether or not such Registrable Securities shall have been marked to indicate such consent. (d) Nominees for Beneficial Owners. If Registrable Securities are held by a nominee for the beneficial owner thereof, the beneficial owner thereof may, at its election, be treated as the holder of such Registrable Securities for purposes of (i) any action by holders of Registrable Securities pursuant to this Agreement and (ii) any determination of number of Registrable Securities held by any holders of Registrable Securities contemplated by this Agreement. If the beneficial owner of any Registrable Securities so elects, the Company may require assurances of such beneficial owner=s ownership of such Registrable Securities. (e) Notices. Any consent, notice or other communication provided for hereunder shall be in writing and shall be deemed given or made: (i) when delivered in person; (ii) one (1) business day after delivered via reputable overnight courier service or guaranteed next day service; or (iii) upon confirmation of delivery when sent by facsimile transmission to a Person at the address or facsimile number as shown in the records of the Company. The following shall be prima facie evidence of the giving or making of any notice in accordance with the provisions of this Section 7(e): (i) in the case of personal delivery, an affidavit, executed by the person effecting personal delivery, of the giving or making of such notice; (ii) in the case of a courier service, a certificate of delivery by the courier service; and (iii) in the case of a facsimile transmission, an electronically generated written confirmation of the successful transmission thereof. Any notice to be given or made to any Shareholder shall be deemed conclusively to have been given or made, and the obligation to give such notice or report shall be deemed conclusively to have been fully satisfied, upon sending of such notice to the Shareholder at his address or facsimile number shown in the records of the Company. If any notice to a Person at the address of such Person appearing in the books and records of the Company is returned by the United States Postal Service or overnight courier service marked to indicate that the United States Postal Service or overnight courier service has been unable to deliver it, such notice and any subsequent notices, shall be deemed to have been duly given or made without further mailing (until such time as such person notifies the Company of a change in his address) if they are available for the Person at the principal office of the Company for a period of one (1) year from the date of the giving or making of such notice. (f) Assignment. This Agreement is personal to the parties hereto and not assignable and may not be enforced by any subsequent holder of securities of the Company; provided, however, that upon execution and delivery to the Company of a commitment to be bound by the terms of this Agreement, this Agreement may be assigned to, and may be enforced by, a transferee of Registrable Securities, which transferee shall thereupon have all of the rights and obligations of its transferor hereunder. (g) Descriptive Headings. The descriptive headings of the sections and paragraphs of this Agreement are for reference only and shall not limit or otherwise affect the meaning hereof. (h) Governing Law. The rights and duties of the parties hereto under this Agreement shall be governed by the law of the State of Wisconsin. (i) Specific Performance. The parties hereto acknowledge that there may be no adequate remedy at law if any party fails to perform any of its obligations hereunder, and accordingly agree that each party, in addition to any other remedy to which it may be entitled at law or in equity, shall be entitled to compel specific performance of the obligations of any other party under this Agreement in accordance with the terms and conditions of this Agreement, in any court of the United States or any state thereof having jurisdiction. (j) Counterparts. This Agreement may be executed in any number of counterparts. Each counterpart is an original, but all counterparts shall together constitute one and the same instrument. IN WITNESS WHEREOF, the parties have executed this Agreement as of the day and year first above written. CUMULUS MEDIA INC. By: __________________________________________ Richard W. Weening, Executive Chairman THE STATE OF WISCONSIN INVESTMENT BOARD By: _________________________________________ Jon Vanderploeg, Portfolio Manager NATIONSBANC CAPITAL CORP. By: __________________________________________ Robert H. Sheridan III, Senior Vice President HELLER EQUITY CAPITAL CORPORATION By: __________________________________________ (Title) THE NORTHWESTERN MUTUAL LIFE INSURANCE COMPANY By: _________________________________________ (Title) Exhibit C LOCK-UP AGREEMENT June 30, 1998 LEHMAN BROTHERS INC. BEAR, STEARNS & CO. INC. BT ALEX. BROWN INCORPORATED As Representatives of the several U.S. Underwriters named in Schedule 1 of the U.S. Underwriting Agreement c/o Lehman Brothers Inc. Three World Financial Center New York, NY 10285 LEHMAN BROTHERS INTERNATIONAL (EUROPE) BEAR, STEARNS INTERNATIONAL LIMITED BT ALEX. BROWN INTERNATIONAL, division of Bankers Trust International PLC CREDIT LYONNAIS SECURITIES As lead Managers named in Schedule 1 of the International Underwriting Agreement c/o Lehman Brothers International (Europe) 29 Admiral's Court Horselydown Lane London SE1 2LJ England Dear Sirs: The undersigned beneficially owns 3,371,246 shares of Cumulus Media Inc., an Illinois corporation (the "Company"), Class A Common Stock, par value $.01 per share (the "Class A Common Stock"), including options, warrants or other securities convertible into Class A Common Stock. The undersigned understands that Lehman Brothers Inc., Bear, Stearns & Co. Inc. and BT Alex. Brown Incorporated, as representatives (the "Representatives") of the several U.S. Underwriters named in Schedule 1 of the U.S. Underwriting Agreement referred to below, have entered into an underwriting agreement (the "U.S. Underwriting Agreement") with the Company and the State of Wisconsin Investment Board (the "Selling Stockholder"), providing for the public offering of shares of the Class A Common Stock. The undersigned also understands that Lehman Brothers International (Europe), Bear, Stearns International Limited, BT Alex. Brown International, division of Bankers Trust International PLC and Credit Lyonnais Securities, as lead managers (the "Lead Managers") of the several International Managers named in Schedule 1 of the International Underwriting Agreement referred to below, have entered into an underwriting agreement (the "International Underwriting Agreement" and, collectively with the U.S. Underwriting Agreement, the "Underwriting Agreements") with the Company and the Selling Stockholder, providing for the public offering of shares of the Class A Common Stock. In recognition of the benefits that such offerings will confer upon the undersigned and for other good and valuable consideration, the undersigned agrees with each of the U.S. Underwriters and International Managers for a period of 180 days from the date of the Underwriting Agreements, not to, directly or indirectly, (1) offer for sale, sell, pledge or otherwise dispose of (or enter into any transaction or device which is designed to, or could be expected to, result in the disposition or purchase by any person at any time in the future of) any shares of Class A Common Stock or securities convertible into or exchangeable for Class A Common Stock (other than the Stock (as defined in the U.S. Underwriting Agreement) or (2) enter into any swap or other derivatives transaction that transfers to another, in whole or in part, any of the economic benefits or risks of ownership of such shares of Class A Common Stock, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of Class A Common Stock or other securities, in cash or otherwise, in each case without the prior written consent of the Representatives and Lead Managers except that the Selling Stockholder may transfer some or all of its shares of such securities to an affiliate; provided that, simultaneously upon consummation of such transfer such affiliate agrees in writing to be bound by the terms and provisions of this Agreement to the same extent as the Selling Stockholder. NATIONSBANC CAPITAL CORP., a Texas corporation Robert H. Sheridan, III Senior Vice President Exhibit D AMENDED AND RESTATED ARTICLES OF INCORPORATION OF CUMULUS MEDIA INC. ARTICLE I (restatement) NAME The name of the Corporation is Cumulus Media Inc. Cumulus Media Inc. was incorporated on May 22, 1997 under the name Cumulus Holdings, Inc. On March 18, 1998, Articles of Amendment were filed changing the corporate name to Cumulus Media Inc. ARTICLE II (restatement) REGISTERED AGENT AND REGISTERED OFFICE The registered agent of the Corporation is William Bungeroth and the registered office of the Corporation is located at 875 North Michigan Ave., Suite 3650, Chicago, IL 60611, in the county of Cook. ARTICLE III (restatement) PURPOSE The purpose or purposes for which the Corporation is organized is the transaction of any or all lawful business for which corporations may be incorporated under the Illinois Business Corporation Act and of any successor provisions. ARTICLE IV (amendment) AUTHORIZED SHARES The aggregate number of shares which the Corporation is authorized to issue is 100,262,000, divided into four classes consisting of: (i) 50,000,000 shares designated as Class A Common Stock, $.01 par value per share (hereinafter referred to as the AClass A Common Stock@); (ii) 20,000,000 shares designated as Class B Common Stock, $.01 par value per share (hereinafter referred to as the AClass B Common Stock@); (iii) 30,000,000 shares designated as Class C Common Stock, $ .01 par value per share (hereinafter referred to as the AClass C Common Stock@), and (iv) 262,000 shares of Preferred Stock, $.01 par value per share (hereinafter referred to as the APreferred Stock@). The Class A Common Stock, Class B Common Stock, and Class C Common Stock shall be referred to collectively herein as the ACommon Stock@. ARTICLE V (amendment) TERMS OF COMMON STOCK Except with regard to voting and conversion rights, shares of Class A Common Stock, Class B Common Stock, and Class C Common Stock are identical in all respects. The preferences, qualifications, limitations, restrictions, and the special or relative rights in respect of the Common Stock and the various classes of Common Stock shall be as follows: Section 1. Voting Rights. (a) General Rights. The holders of shares of Class A Common Stock shall be entitled to one (1) vote for each share of Class A Common Stock held on the record date therefor on any matter submitted to a vote of the shareholders of the Corporation. Except as may be required by law or by Section 2 of Article VII, the holders of shares of Class B Common Stock shall not be entitled to vote on any matter submitted to a vote of the shareholders of the Corporation; provided, however, that this sentence is not intended to detract from or limit the consent rights of certain holders of Class B Common Stock as set forth in Section 1c of this Article V. The holders of shares of Class C Common Stock shall be entitled to ten (10) votes for each share of Class C Common Stock held on the record date therefor on any matter submitted to a vote of the shareholders of the Corporation; provided, however, that during the period of time commencing with the date of conversion of any Class B Common Stock to Class C Common Stock held by either NationsBanc or SWIB and ending with the date on which NationsBanc and SWIB (together with their respective Affiliates) each ceases to beneficially own at least five percent (5%) of the aggregate number of shares of all classes of Common Stock held by such entity immediately prior to the consummation of the Offering, the holders of shares of Class C Common Stock shall be entitled to one (1) vote for each share of Class C Common Stock held on the record date therefor on any matter submitted to a vote of the shareholders of the Corporation. (b) Voting in General. The holders of Class A Common Stock and the holders of Class C Common Stock shall vote together, as a single class, on all matters submitted for a vote to the shareholders of the Corporation. (c) Consent to Fundamental Action. The express written consent of Consent Right Holders holding a majority of that number of shares of Class B Common Stock held in the aggregate by all Consent Right Holders shall be required for the taking of any Fundamental Action. Such consent is in addition to the approval required by Section 1(b) of this Article V. The term AConsent Right Holder,@ at any given time, means a Person who owns at least one (1) share of Class B Common Stock at such time, and who held at least one (1) share of Class B Common Stock immediately prior to the consummation of the Offering, and who (together with such Person=s Affiliates) beneficially owns at such time a number of shares of the Common Stock of the Corporation equal to or greater than fifty percent (50%) of the number of shares of Common Stock held by such Person immediately prior to the consummation of the Offering. Section 2. Dividends. After payment of the preferential amounts to which the holders of any shares ranking prior to the Common Stock shall be entitled, the holders of Common Stock shall be entitled to receive when, as and if declared by the Board of Directors of the Corporation, from funds lawfully available therefor, such dividends as may be declared by the Board of Directors of the Corporation from time to time. When and as dividends are declared on Common Stock, the holders of shares of each class of Common Stock will be entitled to share ratably in such dividend according to the number of shares of Common Stock held by them; provided, however, that in the case of dividends or other distributions payable on Common Stock in shares of Common Stock, including distributions pursuant to share splits or dividends, only Class A Common Stock will be distributed with respect to Class A Common Stock, only Class B Common Stock will be distribu ted with respect to Class B Common Stock and only Class C Common Stock will be distributed with respect to Class C Common Stock. In the event any class of Common Stock is split, divided or combined, each other class of Common Stock simultaneously shall be proportionately split, divided or combined. Section 3. Liquidation, Dissolution or Winding-Up. In the event of any liquidation, dissolution or winding up of the Corporation, whether voluntarily or involuntarily, after payment or provision for payment of the debts and other liabili ties of the Corporation and the preferential amounts to which the holders of any shares ranking prior to the Common Stock in the distribution of assets shall be entitled upon liquidation, the holders of shares of the Class A Common Stock, the Class B Common Stock and the Class C Common Stock shall be entitled to share pro rata in the remaining assets of the Corporation in proportion to the respective number of shares of Common Stock held by each holder compared to the aggregate number of shares of Common Stock outstanding. Section 4. Merger or Consolidation. In the event of a merger or consolidation of the Corporation, shares of Class A Common Stock, Class B Common Stock, and Class C Common Stock shall be treated identically, except with respect to voting and conversion rights as specifically described in this Article V. Section 5. Convertibility and Transfer. (a) Conversion of Class B Common Stock. Each holder of Class B Common Stock is entitled to convert at any time or times all or any part of such holder=s shares of Class B Common Stock into an equal number of shares of Class A Common Stock or an equal number of shares of Class C Common Stock; provided, however, that the prior consent of any governmental authority required under any applicable law, rule, regulation or other governmental requirement to make such conversion lawful shall have first been obtained and provided further, that such holder is not at the time of such conversion a Disqualified Person. (b) Conversion of Class C Common Stock. Each holder of Class C Common Stock is entitled to convert at any time or times all or any part of such holder=s shares of Class C Common Stock into an equal number of shares of Class A Common Stock; provided, however, that the prior consent of any governmental authority required under any applicable law, rule, regulation or other governmental requirement to make such conversion lawful shall have first been obtained; and provided further, that such holder is not at the time of such conversion a Disqualified Person. In the event of the death of any Principal or the Disability of any Principal which results in termination of such Principal=s employment with the Corporation, the shares of Class C Common Stock held by such deceased or disabled Principal or any Related Party or Affiliate of such deceased or disabled Principal shall automatically be converted into one (1) share of Class A Common Stock. The holder of such converted shares shall have no further rights as a holder of Class C Common Stock with respect to such converted shares, but shall be deemed to have become the holder of the number of shares of Class A Common Stock into which such shares of Class C Common Stock have converted pursuant to this Section 5(b). Such holder shall exchange the certificates representing such converted Class C Common Stock for certificates representing Class A Common Stock. (c) Transfer of Certain Shares. (i) A record or beneficial owner of shares of Class B Common Stock, or of Class C Common Stock that at any time was converted from Class B Common Stock, may transfer such shares (whether by sale, assignment, gift, bequest, appoint ment or otherwise) to any transferee; provided, however that (i) the prior consent of any governmental authority required under applicable law, rule, regulation or other governmental requirement to make such transfer lawful shall have first been obtained, and (ii) the transferee is not a Disqualified Person. Concurrently with any such transfer, each such transferred share of Class B Common Stock or Class C Common Stock shall automatically be converted into one (1) share of Class A Common Stock. The holder of such converted shares shall have no further rights as a holder of Class B Common Stock or Class C Common Stock with respect to such converted shares but shall be deemed to have become the holder of the number of shares of Class A Common Stock into which such shares of Class B Common Stock or Class C Common Stock have converted pursuant to this Section 5c(i). Such holder shall exchange the certificates representing such converted Class B Common Stock or Class C Common Stock for certificates representing Class A Common Stock. (ii) A record or beneficial owner of shares of Class C Common Stock may transfer such shares (whether by sale, assignment, gift, bequest, appointment or otherwise) to any transferee; provided, however, that (i) the prior consent of any governmental authority required under applicable law, rule, regulation or other governmental requirement to make such transfer lawful shall have first been obtained, and (ii) the transferee is not a Disqualified Person and provided further, that if the transferee is not an Affiliate or a Related Party of a Principal, then, concurrently with any such transfer, each such transferred share of Class C Common Stock shall automatically be converted into one (1) share of Class A Common Stock. The holder of such converted shares shall have no further rights as a holder of Class C Common Stock with respect to such converted shares but shall be deemed to have become the holder of the number of shares of Class A Common Stock into which such shares of Class C Common Stock have converted pursuant to this Section 5c(ii). Such holder shall exchange the certificates representing such converted Class C Common Stock for certificates representing Class A Common Stock. (d) Condition Precedent to Transfer or Conversion. As a condition precedent to any transfer or conversion of any shares of Class B Common Stock or Class C Common Stock, the transferor shall give the Corporation not less than five (5) business days prior written notice of any intended transfer or conversion and the intended transferee or the Person who will hold the converted shares, as applicable, shall promptly provide the Corporation with any information reasonably requested by the Corporation to enable the Corporation to determine whether such intended transferee or holder of converted shares is a Disqualified Person. (e) Conversion. (i) Effective Time of Conversion. The conversion of shares of Class B Common Stock or Class C Common Stock, as the case may be, will be deemed to have been effected as of the close of business on the date on which occurs the last to occur of the following events: (A) The certificate or certificates representing the shares of Class B Common Stock or Class C Common Stock to be converted have been surrendered to the principal office of the Corporation with duly executed conversion instructions and, if applicable, transfer instructions; (B) All information requested by the Corporation, for the purpose of making the determination contemplated by Section 5(d) of this Article V, has been provided to the Corporation and the Corporation has determined that the intended transferee is not a Disqualified Person; and (C) All consents contemplated by Section 5c(i) of this Article V have been obtained and evidence thereof satisfactory to the Corporation has been provided to the Corporation. At such time as such conversion has been effected, the rights of the holder of such shares will cease and the Person or Persons in whose name or names any certificate or certificates for shares of Class C Common Stock or Class A Common Stock are to be issued upon such conversion will be deemed to have become the holder or holders of record of the shares of the Class C Common Stock or the Class A Common Stock so issuable by reason of the conversion. (ii) Deliveries Upon Conversion. As soon as possible after a conversion has been effected (but in any event within three (3) business days), the Corporation will deliver to the converting holder: (A) a certificate or certificates representing the number of shares of Class A Common Stock or Class C Common Stock issuable by reason of such conversion in such name or names and such denominations as the converting holder has specified; and (B) a certificate representing any shares of Class B Common Stock or Class C Common Stock which were represented by the certificate or certificates delivered to the Corporation in connection with such conversion but which were not converted. (iii) No Charges. The issuance of certificates for shares of Class A Common Stock or Class C Common Stock upon conversion of Class B Common Stock or Class C Common Stock will be made without charge to the holders of such Common Stock for any issuance tax in respect of such issuance or other costs incurred by the Corporation in connection with such conversion and the related issuance of shares of Class A Common Stock or Class C Common Stock, except for any transfer taxes that may be payable if certificates are to be issued in a name other than that in which the surrendered certificate is registered. Upon conversion of a share of Class B Common Stock or Class C Common Stock, the Corporation will take all such actions as are necessary in order to ensure that the Class A Common Stock or Class C Common Stock issued or issuable with respect to such conversion will be validly issued, fully paid and nonassessable. (iv) No Adverse Action. The Corporation will not close its books against the transfer of Class A Common Stock or Class C Common Stock issued or issuable upon conversion of Class B Common Stock or Class C Common Stock in any manner which interferes with the timely conversion of Class B Common Stock or Class C Common Stock. (v) Sufficient Shares. The Corporation shall at all times have authorized, reserved and set aside a sufficient number of shares of Class A Common Stock and Class C Common Stock for the conversion of all shares of Class B Common Stock then outstanding. The Corporation shall at all times have authorized, reserved and set aside a sufficient number of shares of Class A Common Stock for the conversion of all shares of Class C Common Stock then outstanding. Section 6. Disqualified Person. In event that a Person is or becomes a Disqualified Person, such Person shall promptly take any and all actions necessary or required by the FCC to cause such Person to cease being a Disqualified Person, including, without limitation, (i) divesting all or a portion of such Person=s interest in the Corporation, (ii) making an application to or requesting a ruling from and/or cooperating with the Corporation in any application to or request for a ruling from the FCC seeking a waiver for or an approval of such ownership, (iii) divesting itself of any ownership interest in any entity which together with such Person=s interest in the Corporation makes such Person a Disqualified Person, (iv) entering into a voting trust whereby such Person=s interest in the Corporation will not make such Person a Disqualified Person, or (v) subject to any Board of Directors and/or vote of Class B Common Stock holders required under Article VII hereof, exchanging such Person=s shares of Common Stock for Class B Common Stock. Section 7. Legend. Each Certificate representing shares of Common Stock shall bear a legend setting forth the restrictions on transfer and ownership which apply to the shares represented by such Certificate. Section 8. Definitions. For the purposes of these Articles of Incorporation, the following capitalized terms shall have the meanings set forth below: AAct@ shall mean the Illinois Business Corporation Act of 1983, as amended, and any successor thereto. AAffiliate@ shall be defined as set forth in Rule 144 promulgated under the Securities Act. AChange of Control@ means the occurrence of any of the following: (i) the sale, lease, transfer, conveyance or other disposition (other than by way of merger or consolidation), in one transaction or a series of related transactions, of all or substantially all of the assets of the Corporation and its subsidiaries taken as a whole to any Person or group of related Persons (a AGroup@) (as such terms are used in Section 13(d)(3) of the Exchange Act) other than a Principal or a Related Party of a Principal, (ii) the consummation of any transaction (including, without limitation, any purchase, sale, acquisition, disposition, merger or consolidation) the result of which is that any Person or Group other than a Principal or Related Party of a Principal becomes the Abeneficial owner@ (as such term is defined in Rule 13d-3 and 13d5 under the Exchange Act) of more than fifty percent (50%) of the aggregate voting power of all classes of capital stock of the Corporation having the right to elect directors under ordinary circumstances, or (iii) the first day on which a majority of the members of the Board of Directors of the Corporation are not Continuing Directors. AClass A Common Stock@ shall be defined as set forth in Article IV. AClass B Common Stock@ shall be defined as set forth in Article IV. AClass C Common Stock@ shall be defined as set forth in Article IV. ACommon Stock@ shall be defined as set forth in Article IV. ACommunications Act@ shall mean the Telecommunications Act of 1996, as amended. AConsent Right Holder@ shall be defined as set forth in Section 1c of this Article V. AContinuing Directors@ means, as of any date of determination, any member of the Board of Directors of the Corporation who (i) was a member of such Board of Directors on the date of consummation of the Offering, or (ii) was nominated for election or elected to such Board of Directors with the approval of (x) two-thirds (2/3) of the Continuing Directors who were members of such Board at the time of such nomination or election, or (y) two-thirds (2/3) of those Directors who were previously approved by Continuing Directors. ACorporation@ shall mean Cumulus Media Inc., an Illinois corporation. ADirector@ shall mean a member of the Board of Directors of the Corporation. ADisability@ shall mean the inability of the Principal to perform his duties to the Corporation on account of physical or mental illness or incapacity for a period of four and one-half (4.5) consecutive months, or for a period of one hundred thirty- five (135) calendar days, whether or not consecutive, during any three hundred sixty-five (365) day period, as a result of a condition that is treated as a total or permanent disability under the long term disability insurance policy of the Corporation that covers the Principal. A Person shall be deemed to be a ADisqualified Person@ if, (and with respect to any proposed conversion or transfer, after giving effect to such proposed conversion or transfer), the Board of Directors of the Corporation in good faith determines such Person is (or would be after giving effect to such conversion or transfer), or such Person becomes aware that he or she is (or would be after giving effect to such conversion or transfer), or the FCC determines by a final order that such Person is (or would be after giving effect to such conversion or transfer), a Person who, directly or indirectly, as a result of ownership of Common Stock or other capital stock of the Corporation or otherwise (i) causes (or would cause) the Corporation or any of its subsidiaries to violate the multiple, cross-ownership, cross-interest or other rules, regulations, policies or orders of the FCC, (ii ) would result in disqualification of the Corporation or any of its subsidiaries as a licensee of the FCC, or (iii) would cause the Corporation to violate the provisions with respect to foreign ownership or voting of the Corporation or any of its subsidiaries as set forth in Section 310(b)(3) or (4) of the Communications Act, as applicable. Notwithstanding the foregoing, if a Person objects in good faith to such determination by written notice to the Corporation, within ten (10) days of notice by the Corporation that the Board of Directors of the Corporation has determined that such Person is a Disqualified Person, the Corporation and/or such Person shall, when appropriate, apply for a determination by the FCC with respect thereto within ten (10) days of receipt by the Corporation of notice of such objection. If no determination is made by the FCC within ninety (90) days from the date of such application or if the Corporation and the Person determine that it is inappropriate to make any application to the FCC, the Corporation and such Person agree that such determination shall be made by an arbitrator, mutually agreed upon by the Corporation and such Person. Notwithstanding the foregoing, until a determination is made by the FCC (and such determination becomes a final order) or by the arbitrator, such Person will not be deemed a Disqualified Person. AExchange Act@ shall mean the Securities Exchange Act of 1934, as amended. AFCC@ shall mean the Federal Communications Commission. >>Fundamental Action@ shall mean: (i) any proposed amendment to the Corporation=s Articles of Incorporation or ByLaws (other than an amendment required by Section 1 of Article VII hereof); (ii) any proposed merger, consolidation or other business combination involving the Corporation, or sale, trans fer or other disposition of all or substantially all of the assets of the Corporation; (iii) any proposed voluntary liquidation, dissolution or termination of the Corporation; or (iv) any proposed transaction resulting in a Change of Control. ANationsBanc@ shall mean NationsBanc Capital Corp. AOffering@ shall mean the issuance of shares of Class A Common Stock by the Corporation pursuant to the first public distribution in which shares of Class A Common Stock of the Corporation are listed and traded on a national stock exchange or on the NASDAQ National Market System. APerson@ shall include any individual, entity, or group within the meaning of Section 13(d)(2) of the Exchange Act. APreferred Stock@ shall be defined as set forth in Article IV. APrincipal@ means each of Richard W. Weening and Lewis W. Dickey, Jr. ARelated Party@ with respect to any Principal means (a) any spouse or immediate family member of such Principal, or (b) any trust, corporation, partnership or other entity, the beneficiaries, stockholders, partners, owners or Persons beneficially holding an eighty percent (80%) or more controlling interest of which consist of such Principal and/or other Persons referred to in the immediately preceding clause (a). ARestricted Actions@ shall be defined as any of the following actions by the Corporation: (a) Entering into any transaction with any Affiliate of the Corporation or amending or otherwise modifying any existing agreement with any Affiliate of the Corporation, other than a transaction with an Affiliate which is on terms no less favorable to the Corporation than the Corporation would obtain in a comparable arm=s-length transaction with a Person not an Affiliate of the Corporation and which is approved, after disclosure of the terms thereof, by a vote of the majority of the Board of Directors of the Corporation (provided, that any Director who is an interested party or an Affiliate of an interested party to such transaction shall not be entitled to participate in such vote and shall not be counted for the purpose of determining whether a majority of the Board of Directors of the Corporation has approved such transaction); (b) Issuing any shares of Class B Common Stock, or any shares of Class C Common Stock other than in a conversion pursuant to Section 5(a) of Article V hereof; (c) Acquiring (by purchase or otherwise) or selling, transferring or otherwise disposing of assets having, at the time of disposition, a fair market value in excess of ten percent (10%) of the Corporation=s Shareholders= Equity as of the last day of the preceding fiscal quarter for which financial statements are available; or (d) amending, terminating or otherwise modifying any of the foregoing subparagraphs (a) through c or this subparagraph (d) or any provision of this Article V governing the voting or conversion rights of the Class B Common Stock or the Class C Common Stock. ASecurities Act@ shall mean the Securities Act of 1933, as amended. AShareholders= Equity,@ as of any date, shall mean the Corporation=s assets minus its liabilities, as determined in accordance with generally accepted accounting principles and as reflected on the Corporation=s consolidated balance sheet as of such date. ASWIB@ shall mean the State of Wisconsin Investment Board. ARTICLE VI (amendment) TERMS OF PREFERRED STOCK The Preferred Stock shall be divided into and issued in one or more series. Each series shall be so designated by the Board of Directors of the Corporation as to distinguish the shares in such series from the shares of all other series. The variations in the relative rights, preferences, voting powers, designations, dividends, qualifications, limitations, and restrictions as between different series shall be fixed and determined by resolution of the Board of Directors of the Corporation, so far as they are not inconsistent with the provisions of these Articles of Incorporation, and the Board of Directors of the Corporation is hereby expressly vested with authority to establish the same by resolution. Each such resolution so adopted by the Board of Directors is referred to herein as a AResolution Fixing Terms.@ The following terms and provisions shall apply to all Preferred Stock and each series thereof: 1.Preferred Stock shall be non-voting, except to the extent that the Resolution Fixing Terms establishing a series of Preferred Stock expressly grants voting rights to the shares in such series, and then only to the extent of the voting rights expressly so granted. 2.Where one or more series of Preferred Stock have been granted voting rights, the shares of Preferred Stock having voting rights upon any given matter shall be voted as a single class, except to the extent that the Resolution Fixing Terms establishing a series of Preferred Stock expressly grants such series the right to vote separately as a series, and then only to the extent of the separate voting rights so granted. 3.The rate of dividend, if any, or basis for determination of dividend, if any, for shares in a series; the price at and terms and conditions on which shares in a series may be redeemed, if any; the amount payable upon shares in a series in the event of involuntary or voluntary liquidation; sinking fund provisions for shares in a series, if any; the terms and conditions on which shares in a series may be converted, if any; and the voting rights of shares in a series, if any, shall each be set forth in the Resolution Fixing Terms for such series. 4.There shall be no variations between shares of different series of Preferred Stock except to the extent that such variations are permissible under the Act and are expressly set forth in the respective Resolutions Fixing Terms establishing such series. 5.Dividends payable to holders of shares of any series of Preferred Stock shall have priority over dividends payable to holders of shares of any class of Common Stock. As among shares of Preferred Stock issued in different series, dividends payable upon shares of any series of Preferred Stock shall be of equal priority with dividends payable upon shares of any other series of Preferred Stock. 6.Amounts payable to holders of shares of any series of Preferred Stock in any liquidation (voluntary or involuntary), dissolution or winding up of the Corporation shall have priority over amounts payable to holders of shares of any class of Common Stock. As among shares of Preferred Stock issued in different series, amounts payable to holders of shares of any series of Preferred Stock in any liquidation (voluntary or involuntary), dissolution or winding up of the Corporation shall have equal priority with amounts payable to holders of shares of any other series of Preferred Stock. ARTICLE VII (amendment) CERTAIN RIGHTS AND OBLIGATIONS APPLICABLE ONLY DURING NATIONSBANC=S OWNERSHIP Section 1. Restricted Actions. Upon the day of issuance (AOrder Date@) of a final order of the FCC that the granting of a right to NationsBanc to designate a Director of the Corporation pursuant to a shareholders agreement with the holders of Class C Common Stock will not result in NationsBanc=s interest being Aattributable@ under applicable FCC rules, and for so long thereafter (AApplicable Period@) as NationsBanc (together with its Affiliates) continues to own not less than fifty percent (50%) of the number of shares of Common Stock held by NationsBanc immediately prior to the Offering: (a) the holders of Class C Common Stock shall have the right, voting as a class, to elect one (1) Director (the AClass C Director@); and (b) the Corporation shall not take any Restricted Action without the unanimous vote of the Board of Directors of the Corporation. The right of the holders of the Class C Common Stock to elect the Class C Director may be exercised initially either at a special meeting of the holders of Class C Common Stock called as hereafter provided or at any annual meeting of shareholders held for the purposes of electing directors and thereafter at such annual meeting or by the written consent of the holders of Class C Common Stock, until the expiration of the Applicable Period. Effective on the Order Date, the number of Directors constituting the Board of Directors of the Corporation shall be increased by one (1) without the necessity of any further action by the shareholders or the Board of Directors of the Corporation, and the By-Laws shall be deemed amended so to increase the number of members of the Board of Directors effective on the Order Date. Upon the termination of the Applicable Period, the term of office of the Class C Director shall terminate immediately and the number of Directors constituting the Board of Directors of the Corporation shall be reduced by one (1) without the necessity of any further action by the shareholders or the Board of Directors of the Corporation, and the By-Laws shall be deemed amended so to decrease the number of members of the Board of Directors effective as of the date of termination of the Applicable Period. At any time after the Order Date, if such rights to elect a Class C Director shall not already have been initially exercised, a proper officer of the Company shall, upon the written request of holders of record of ten percent (10%) or more of the shares of Class C Common Stock then outstanding, addressed to the Secretary of the Corporation, call a special meeting of holders of Class C Common Stock. Such meeting shall be held at the earliest practicable date based upon the number of days of notice required for annual meetings of stockholders at the place designated for holding annual meetings of stock holders of the Corporation or, if none, at a place designated by the Secretary of the Corporation. If such meeting shall not be called by the officers of the Corporation within thirty (30) days after the personal service of such written request upon the Secretary of the Corporation, or within thirty (30) days after mailing the same within the United States, by registered mail, addressed to the Secretary of the Corporation at its principal office (such mailing to be evidenced by the registry receipt issued by the postal authorities), then the holders of record of ten percent (10%) or more of the shares of Class C Common Stock then outstanding may designate in writing any holder of Class C Common Stock to call such meeting at the expense of the Corporation, and such meeting may be called by such person so designated upon the number of days of notice required for annual meetings of stockholders and shall be held at the place designated for holding annual meetings of the stockholders of the Corporation or, if none, at a place designated by such holder. Any holder of Class C Common Stock that would be entitled to vote at such meeting shall have access to the stock books of the Corporation for the purpose of causing a meeting of holders of Class C Common Stock to be called pursuant to the provisions of this Section 1. Notwithstanding the provisions of this section, however, no such special meeting shall be called if any such request is received less than seventy (70) days before the date fixed for the next ensuing annual or special meeting of stockholders. Any action required hereunder to elect a Class C Director may be taken without a meeting if a consent in writing, setting forth the name of the director to be elected, shall be signed by all of the holders of Class C Common Stock outstanding and entitled to vote on the election of the Class C Director. Such consent shall have the same force and effect as the unanimous vote of the holders of the Class C Common Stock. In case of any vacancy occurring with respect to the Class C Director, such vacancy may be filled only by the affirmative vote of the holders of a majority of the then outstanding shares of Class C Common Stock at a special meeting called as provided above or pursuant to a written consent as provided above. Section 2. Vote of Class B Common Stock Holders. So long as NationsBanc (together with its Affiliates) continues to own not less than fifty percent (50%) of the number of shares of Common Stock held by NationsBanc immediately prior to the consummation of the Offering, the Corporation may not take any Restricted Action unless either (a) the membership of the Board of Directors includes a Class C Director and the Class C Director voted in favor of the Restricted Action, or (b) the membership of the Board of Directors does not at the time of approval of the Restricted Action by the Board include a Class C Director and the Restricted Action has been approved by the affirmative vote or consent of the holders of a majority of the outstanding shares of Class B Common Stock, voting separately as a class. Section 3. Expiration of Restrictions. The restrictions set forth in Section 1 and 2 of this Article VII shall terminate upon expiration of the Applicable Period. ARTICLE VIII (amendment) MAJORITY VOTING; NO CUMULATIVE VOTING Section 1. Majority Voting. Any provision of the Act requiring, for the approval of any action of the Corporation, a two-thirds vote of the shareholders is hereby superseded, and any such action may (unless a greater percentage is expressly set forth in these Articles of Incorporation for such matter) be approved by a majority of the votes entitled to be cast by the outstanding shares entitled to vote on the matter or, if applicable, a majority of the votes entitled to be cast by the outstanding shares of each class or series of shares entitled to vote as a class or series on such matter. Section 2. No Cumulative Voting. No holder of any shares of stock of any class shall be entitled to cumulative voting rights in any circumstances. ARTICLE IX (amendment) NO PRE-EMPTIVE RIGHTS No shareholders shall have any pre-emptive rights to acquire unissued shares of the Corporation or securities of the Corporation convertible into or carrying a right to subscribe to or acquire shares. ARTICLE X (amendment) OFFERS FROM THIRD PARTIES The Board of Directors of the Corporation shall consider in good faith any bona fide offer from any third party to acquire any shares of stock or assets of the Corporation, and shall pursue diligently any transaction determined by the Board of Directors of the Corporation in good faith to be in the best interests of the Corporation=s shareholders. ARTICLE XI (amendment) LIMITATION OF LIABILITY OF DIRECTORS No Director of the Corporation shall be liable to the Corporation or its shareholders for monetary damages for breach of fiduciary duty as a Director, provided, however, that this Article IX shall not eliminate or limit the liability of a Director (i) for any breach of the Director=s duty of loyalty to the Corporation or its shareholders, (ii) for acts or omissions not in good faith or that involve intentional misconduct or a knowing violation of law, (iii) under Section 8.65 of the Act, (iv) for any transaction from which the Director derived an improper personal benefit, or (v) for any act or omission occurring before the effective date of these Amended and Restated Articles of Incorporation. Exhibit E JOINT FILING AGREEMENT Agreement dated June 30, 1998 Re: Joint Filing of Schedule 13D In accordance with Rule 13D-1(f)(1) promulgated under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree that: (i) each of them is individually eligible to use the Schedule 13D attached hereto; (ii) the attached Schedule 13D is filed on behalf of each of them; and (iii) each of them is responsible for the timely filing of such Schedule 13D and any amendments thereto, and for the completeness and accuracy of the information therein concerning him or itself; but none of them is responsible for the completeness or accuracy of the information concerning the other persons making the filing, unless he or it knows or has reason to believe that such information is inaccurate. NATIONSBANC CAPITAL CORPORATION By:/s/ Edward A. Balogh, Jr. Name: Edward A. Balogh, Jr. Title: Treasurer NATIONSBANK, N.A. By:/s/ John E. Mack Name: John E. Mack Title: Senior Vice President NB HOLDINGS CORPORATION By:/s/ John E. Mack Name: John E. Mack Title: Senior Vice President NATIONSBANK CORPORATION By:/s/ John E. Mack Name: John E. Mack Title: Senior Vice President -----END PRIVACY-ENHANCED MESSAGE-----