sc13dza

-----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, Owv6I6jgWhigkpzdQixmJad6FX1bI4h6qmWOPm2UbbqRhnS6joc/U62Rr2YQlWif e51LsO1tEnTuD9fArvtxxQ== 0000950123-11-008387.txt : 20110202 0000950123-11-008387.hdr.sgml : 20110202 20110202172407 ACCESSION NUMBER: 0000950123-11-008387 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20110202 DATE AS OF CHANGE: 20110202 GROUP MEMBERS: BANC OF AMERICA CAPITAL INVESTORS SBIC, L.P. GROUP MEMBERS: J. TRAVIS HAIN GROUP MEMBERS: RE EQUITY MANAGEMENT GP, LLC GROUP MEMBERS: RE EQUITY MANAGEMENT, L.P. GROUP MEMBERS: RE SBIC MANAGEMENT, LLC GROUP MEMBERS: REP I GP, LLC GROUP MEMBERS: RIDGEMONT CAPITAL MANAGEMENT SBIC, LLC GROUP MEMBERS: RIDGEMONT CAPITAL MANAGEMENT, L.P. 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: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-54277 FILM NUMBER: 11567567 BUSINESS ADDRESS: STREET 1: 3280 PEACHTREE ROAD N.W. STREET 2: SUITE 2300 CITY: ATLANTA STATE: GA ZIP: 30305 BUSINESS PHONE: 4049490700 MAIL ADDRESS: STREET 1: 3280 PEACHTREE ROAD N.W. STREET 2: SUITE 2300 CITY: ATLANTA STATE: GA ZIP: 30305 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: BA CAPITAL CO LP CENTRAL INDEX KEY: 0000902135 IRS NUMBER: 000000000 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 100 NORTH TRYON STREET 25TH FLOOR CITY: CHARLOTTE STATE: NC ZIP: 28225 BUSINESS PHONE: 7043861792 MAIL ADDRESS: STREET 1: 100 NORTH TRYON STREET 25TH FLOOR CITY: CHARLOTTE STATE: NC ZIP: 28225 FORMER COMPANY: FORMER CONFORMED NAME: NATIONSBANC CAPITAL CORP DATE OF NAME CHANGE: 19930423 SC 13D/A 1 g25988sc13dza.htm SC 13D/A sc13dza

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D/A

Under the Securities Exchange Act of 1934
(Amendment No. 11 )*

CUMULUS MEDIA, INC.

(Name of Issuer)

Common A Common Stock, par value $.01 per share

(Title of Class of Securities)

231082108

(CUSIP Number)

J. Travis Hain
Ridgemont Partners Management, LLC
150 North College Street, Suite 2500
Charlotte, North Carolina 28202
(704) 944-0914

(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)

January 31, 2011

(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 §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. o

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See § 240.13d-7 for other parties to whom copies are to be sent.

* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

TABLE OF CONTENTS


	Item 1. Security and Issuer.
	Item 2. Identity and Background.
	Item 3. Source and Amount of funds or Other Consideration.
	Item 5. Interest in Securities of the Issuer.
	Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.
	Item 7. Material to be Filed as Exhibits.
SIGNATURE
EX-99.1
EX-99.2


CUSIP No.		231082108	13D/A	Page		2		of	10	Pages


1	NAME OF REPORTING PERSONS: BA Capital Company, L.P. I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY):


2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS):
	(a) o
	(b) o

3	SEC USE ONLY:



4	SOURCE OF FUNDS (SEE INSTRUCTIONS):

	WC

5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e):

	o

6	CITIZENSHIP OR PLACE OF ORGANIZATION:

	Delaware

		7	SOLE VOTING POWER:

NUMBER OF			1,745,973

SHARES		8	SHARED VOTING POWER:
BENEFICIALLY
OWNED BY			0

EACH		9	SOLE DISPOSITIVE POWER:
REPORTING
PERSON			1,745,973

WITH		10	SHARED DISPOSITIVE POWER:

			0

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:

	1,745,973

12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS):

	o

13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):

	4.8%

14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS):

	PN


CUSIP No.		231082108	13D/A	Page		3		of	10	Pages


1	NAME OF REPORTING PERSONS: RE SBIC Management, LLC I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY):


2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS):
	(a) o
	(b) o

3	SEC USE ONLY:



4	SOURCE OF FUNDS (SEE INSTRUCTIONS):

	AF

5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e):

	o

6	CITIZENSHIP OR PLACE OF ORGANIZATION:

	Delaware

		7	SOLE VOTING POWER:

NUMBER OF			0

SHARES		8	SHARED VOTING POWER:
BENEFICIALLY
OWNED BY			1,745,973

EACH		9	SOLE DISPOSITIVE POWER:
REPORTING
PERSON			0

WITH		10	SHARED DISPOSITIVE POWER:

			1,745,973

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:

	1,745,973

12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS):

	o

13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):

	4.8%

14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS):

	OO


CUSIP No.		231082108	13D/A	Page		4		of	10	Pages


1	NAME OF REPORTING PERSONS: RE Equity Management, L.P. I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY):


2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS):
	(a) o
	(b) o

3	SEC USE ONLY:



4	SOURCE OF FUNDS (SEE INSTRUCTIONS):

	AF

5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e):

	o

6	CITIZENSHIP OR PLACE OF ORGANIZATION:

	Delaware

		7	SOLE VOTING POWER:

NUMBER OF			0

SHARES		8	SHARED VOTING POWER:
BENEFICIALLY
OWNED BY			1,745,973

EACH		9	SOLE DISPOSITIVE POWER:
REPORTING
PERSON			0

WITH		10	SHARED DISPOSITIVE POWER:

			1,745,973

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:

	1,745,973

12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS):

	o

13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):

	4.8%

14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS):

	PN


CUSIP No.		231082108	13D/A	Page		5		of	10	Pages


1	NAME OF REPORTING PERSONS: RE Equity Management GP, LLC I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY):


2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS):
	(a) o
	(b) o

3	SEC USE ONLY:



4	SOURCE OF FUNDS (SEE INSTRUCTIONS):

	AF

5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e):

	o

6	CITIZENSHIP OR PLACE OF ORGANIZATION:

	Delaware

		7	SOLE VOTING POWER:

NUMBER OF			0

SHARES		8	SHARED VOTING POWER:
BENEFICIALLY
OWNED BY			1,745,973

EACH		9	SOLE DISPOSITIVE POWER:
REPORTING
PERSON			0

WITH		10	SHARED DISPOSITIVE POWER:

			1,745,973

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:

	1,745,973

12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS):

	o

13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):

	4.8%

14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS):

	OO


CUSIP No.		231082108	13D/A	Page		6		of	10	Pages


1	NAME OF REPORTING PERSONS: J. Travis Hain I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY):


2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS):
	(a) o
	(b) o

3	SEC USE ONLY:



4	SOURCE OF FUNDS (SEE INSTRUCTIONS):

	AF

5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e):

	o

6	CITIZENSHIP OR PLACE OF ORGANIZATION:

	United States

		7	SOLE VOTING POWER:

NUMBER OF			0

SHARES		8	SHARED VOTING POWER:
BENEFICIALLY
OWNED BY			7,527,457

EACH		9	SOLE DISPOSITIVE POWER:
REPORTING
PERSON			0

WITH		10	SHARED DISPOSITIVE POWER:

			7,527,457

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:

	7,527,457

12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS):

	o

13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):

	18.2%

14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS):

	IN


CUSIP No.		231082108	13D/A	Page		7		of	10	Pages


1	NAME OF REPORTING PERSONS: Banc of America Capital Investors SBIC, L.P. I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY):


2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS):
	(a) o
	(b) o

3	SEC USE ONLY:



4	SOURCE OF FUNDS (SEE INSTRUCTIONS):

	AF

5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e):

	o

6	CITIZENSHIP OR PLACE OF ORGANIZATION:

	Delaware

		7	SOLE VOTING POWER:

NUMBER OF			5,781,484

SHARES		8	SHARED VOTING POWER:
BENEFICIALLY
OWNED BY			0

EACH		9	SOLE DISPOSITIVE POWER:
REPORTING
PERSON			5,781,484

WITH		10	SHARED DISPOSITIVE POWER:

			0

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:

	5,781,484

12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS):

	o

13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):

	14.3%

14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS):

	PN


CUSIP No.		231082108	13D/A	Page		8		of	10	Pages


1	NAME OF REPORTING PERSONS: Ridgemont Capital Management SBIC, LLC I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY):


2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS):
	(a) o
	(b) o

3	SEC USE ONLY:



4	SOURCE OF FUNDS (SEE INSTRUCTIONS):

	AF

5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e):

	o

6	CITIZENSHIP OR PLACE OF ORGANIZATION:

	Delaware

		7	SOLE VOTING POWER:

NUMBER OF			0

SHARES		8	SHARED VOTING POWER:
BENEFICIALLY
OWNED BY			5,781,484

EACH		9	SOLE DISPOSITIVE POWER:
REPORTING
PERSON			0

WITH		10	SHARED DISPOSITIVE POWER:

			5,781,484

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:

	5,781,484

12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS):

	o

13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):

	14.3%

14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS):

	OO


CUSIP No.		231082108	13D/A	Page		9		of	10	Pages


1	NAME OF REPORTING PERSONS: Ridgemont Capital Management, L.P. I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY):


2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS):
	(a) o
	(b) o

3	SEC USE ONLY:



4	SOURCE OF FUNDS (SEE INSTRUCTIONS):

	AF

5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e):

	o

6	CITIZENSHIP OR PLACE OF ORGANIZATION:

	Delaware

		7	SOLE VOTING POWER:

NUMBER OF			0

SHARES		8	SHARED VOTING POWER:
BENEFICIALLY
OWNED BY			5,781,484

EACH		9	SOLE DISPOSITIVE POWER:
REPORTING
PERSON			0

WITH		10	SHARED DISPOSITIVE POWER:

			5,781,484

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:

	5,781,484

12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS):

	o

13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):

	14.3%

14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS):

	PN


CUSIP No.		231082108	13D/A	Page		10		of	10	Pages


1	NAME OF REPORTING PERSONS: REP I GP, LLC I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY):


2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS):
	(a) o
	(b) o

3	SEC USE ONLY:



4	SOURCE OF FUNDS (SEE INSTRUCTIONS):

	AF

5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e):

	o

6	CITIZENSHIP OR PLACE OF ORGANIZATION:

	Delaware

		7	SOLE VOTING POWER:

NUMBER OF			0

SHARES		8	SHARED VOTING POWER:
BENEFICIALLY
OWNED BY			5,781,484

EACH		9	SOLE DISPOSITIVE POWER:
REPORTING
PERSON			0

WITH		10	SHARED DISPOSITIVE POWER:

			5,781,484

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:

	5,781,484

12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS):

	o

13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):

	14.3%

14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS):

	OO

EXPLANATORY NOTE: This Amendment No. 11 (“Amendment No. 11”) amends the statement on Schedule 13D originally filed with the Securities and Exchange Commission on July 7, 1998, as amended by Amendment No. 1 filed on December 3, 1999, Amendment No. 2 filed on February 4, 2002, Amendment No. 3 filed on April 3, 2002, Amendment No. 4 filed on March 27, 2003, Amendment No. 5 filed on February 8, 2006, Amendment No. 6 filed on May 18, 2006, Amendment No. 7 filed on June 29, 2006, Amendment No. 8 filed on December 27, 2006, Amendment No. 9 filed on June 15, 2007 and Amendment No. 10 filed on July 27, 2007.

This Amendment No. 11 is being filed to report the execution of a voting agreement by each of BA Capital Company, L.P., a Delaware limited partnership (“BA Capital”) and Banc of America Capital Investors SBIC, L.P., a Delaware limited partnership (“BACI”), with Blackstone FC Communications Partners L.P., a Delaware corporation, as sellers’ representative, in connection with the Exchange Agreement described in Item 6 herein. Except as provided herein, this Statement does not modify any of the information previously reported on either such Schedule 13D or any amendment thereto.

Item 1. Security and Issuer.

Item 1 of the Schedule 13D is hereby amended and restated in its entirety as follows:

This Amendment No. 11 relates to the Class A Common Stock of Cumulus Media, Inc. (the “Company”), 3280 Peachtree Road, N.W., Suite 2300, Atlanta, Georgia 30305.

Item 2. Identity and Background.

Item 2 of the Schedule 13D is hereby amended and restated in its entirety as follows:

(a) This statement is being filed jointly by (1) BA Capital, (2) RE SBIC Management, LLC, a Delaware limited liability company formerly known as BA SBIC Management, LLC (“RE SBIC Management”), (3) RE Equity Management, L.P., a Delaware limited partnership formerly known as BA Equity Management, L.P. (“RE Equity Management”), (4) RE Equity Management GP, LLC, a Delaware limited liability company formerly known as BA Equity Management GP, LLC (“RE Equity Management GP”), (5) J. Travis Hain, (6) BACI, (7) Ridgemont Capital Management SBIC, LLC, a Delaware limited liability company formerly known as Banc of America Capital Management SBIC, LLC and BancAmerica Capital Management SBIC I, LLC (“Capital Management SBIC”), (8) Ridgemont Capital Management L.P., a Delaware limited partnership formerly known as Banc of America Capital Management, L.P. and BancAmerica Capital Management I, L.P. (“Ridgemont Capital Management”) and (9) REP I GP, LLC, a Delaware limited liability company formerly known as BACM I GP, LLC (“REP GP”). The persons described in items (1) through (9) are referred to herein as the “Reporting Persons.” A list of the executive officers and directors of each Reporting Person that is not an individual is attached as Annex A.

Bank of America does not have any rights with respect to voting or disposition of the securities of the Company owned by BA Capital or BACI.

(b) The address of the principal business office of each Reporting Person is 150 North College Street, Suite 2500, Charlotte, NC 28202.

(c) BA Capital is an investment partnership engaged principally in the business of making private equity investments. RE SBIC Management is engaged in the business of being the general partner of BA Capital. RE Equity Management is engaged in the business of being the sole member of RE SBIC Management. RE Equity Management GP is engaged in the business of being the general partner of RE Equity Management.

BACI is an investment partnership engaged principally in the business of making private equity investments. Capital Management SBIC is engaged in the business of being the general partner of BACI. Ridgemont Capital Management is engaged in the business of being the sole member of Capital Management SBIC. REP GP is engaged in the business of being the general partner of Ridgemont Capital Management.

Mr. Hain’s principal occupation is serving as the managing member of RE Equity Management GP, as the managing member of REP GP and as a partner in Ridgemont Partners Management, LLC, an independent private equity firm.

The principal business and principal office address of each of the Reporting Persons is set forth in paragraph (b) above.

(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 any such Reporting Person that is not an individual, 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 any such Reporting Person that is not an individual, 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 judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, Federal or state securities laws or finding any violation with respect to such laws.

(f) The following sets forth the jurisdiction of organization or citizenship of each Reporting Person:


Reporting Person		State of Organization/Citizenship
BA Capital		Delaware
RE SBIC Management		Delaware
RE Equity Management		Delaware
RE Equity Management GP		Delaware
Mr. Hain		United States
BACI		Delaware
Capital Management SBIC		Delaware
Ridgemont Capital Management		Delaware
REP GP		Delaware

To the knowledge of the Reporting Persons, each executive officer and director of any Reporting Person that is not an individual, as set forth on Annex A, is a citizen of the United States.

Item 3. Source and Amount of funds or Other Consideration.

Item 3 of this Schedule 13D is hereby amended and supplemented by replacing the last paragraph with the following:

On December 30, 2008, the Company consummated an exchange offer by which the Company’s employees and non-employee directors (and designated affiliates of such non-employee directors) had the opportunity to exchange outstanding options to purchase the Company’s Class A Common Stock that were granted on or after October 2, 2000 for a combination of restricted shares of the Company’s Class A Common Stock and replacement options to purchase Class A Common Stock. In accordance with the terms of the exchange offer and the applicable award certificates, the restricted shares and replacement options vest at the rate of (1) 50% on the second anniversary of the date of grant and (2) 25% on each of the two succeeding anniversaries thereafter.

As a result of the exchange offer, BA Capital received options to purchase 11,782 shares of Class A Common Stock, 5,891 of which are currently exercisable, and 3,334 restricted shares of Class A Common Stock. In addition, Robert H. Sheridan, III, who serves as a member of the Company’s board of directors and is a partner in RE Equity Management GP, received options to purchase 40,493 shares of Class A Common Stock, 20,247 of which are currently exercisable, and 10,258 restricted shares of Class A Common Stock. No additional consideration was paid by BA Capital or Mr. Sheridan to the Company for the securities issued in the exchange offer. In addition, on each of May 23, 2008, May 14, 2009 and May 5, 2010, Mr. Sheridan was awarded 6,000 restricted shares of Class A Common Stock. These restricted shares were received in consideration of Mr. Sheridan’s service on the Company’s board of directors. Mr. Sheridan serves on the board of directors of the Company as a designee of BA Capital.

Pursuant to the policies of BA Capital and its affiliates, Mr. Sheridan is deemed to hold the options and restricted shares described above for the benefit of BA Capital. BA Capital may be deemed the indirect beneficial owner of such shares, and they are included in the shares reported as beneficially owned by BA Capital.

Item 5. Interest in Securities of the Issuer.

Item 5 of the Schedule 13D is hereby amended and restated in its entirety as follows:

(a)(i) This Amendment No. 11 relates to 7,527,457 shares of the Company’s Class A Common Stock, representing 18.2% of the Company’s outstanding shares of Class A Common Stock and 15.7% of the voting power (which percentages are calculated in accordance with Rule 13d-3(d)(1)). BA Capital currently holds 843,584 shares of Class A Common Stock, 849,275 shares of Class B Common Stock and options to purchase 11,782 shares of Class A Common Stock, 5,891 of which are currently exercisable or exercisable within 60 days. In addition, Mr. Sheridan holds, for the benefit of BA Capital, 26,976 restricted shares of Class A Common Stock and options to purchase 40,493 shares of Class A Common Stock, 20,247 of which are currently exercisable within 60 days. BA Capital beneficially owns 1,745,973 shares, or 4.8%, of the Class A Common Stock (determined in accordance with Rule 13d-3(d)(1)). BACI currently holds 821,568 shares of Class A Common Stock and 4,959,916 shares of Class B Common Stock. BACI beneficially owns 5,781,484 shares, or 14.3%, of the Class A Common Stock (determined in accordance with Rule 13d-3(d)(1)). No other Reporting Person directly holds any Common Stock of the Company or any rights to acquire any such common stock.

Except as may otherwise be required by Delaware corporate law, shares of Class A Common Stock, Class B Common Stock and Class C Common stock vote together as a single class when such shares are entitled to vote. Shares of Class B Common Stock are convertible into shares of Class A Common Stock or Class C Common Stock on a one-for-one basis. Shares of Class C Common Stock are convertible into shares of Class A Common Stock on a one-for-one basis. Shares of Class A Common Stock are entitled to one vote per share, shares of Class C Common Stock are entitled to ten votes per share and shares of Class B Common Stock have no voting rights except in specified instances required by Delaware corporate law or by the Company’s articles of incorporation. Upon conversion of any share of Class B Common Stock into a share of Class C Common Stock by certain shareholders of the Company (including BA Capital), shares of Class C Common Stock become entitled to one vote per share, rather than ten votes per share.

The 843,584 shares of Class A Common Stock currently held by BA Capital and the 821,568 shares of Class A Common Stock currently held by BACI represent 2.4% and 2.3%, respectively, of the Company’s outstanding shares of Class A Common Stock. If (1) BA Capital were to (A) convert its 849,275 shares of Class B Common Stock into an equivalent number of shares of Class A Common Stock and (B) exercise its options to purchase 5,891 shares, which are currently exercisable or exercisable within 60 days, of Class A Common Stock, (2) the options to purchase 20,247 shares, which are currently exercisable or exercisable with 60 days, issued to Mr. Sheridan were exercised, and (3) BACI were to convert its 4,959,916 shares of Class B Common Stock into an equivalent number of shares of Class A Common Stock, then BA Capital and BACI would together beneficially own 7,527,457 shares of Class A Common Stock, representing 18.2% of the Company’s then outstanding shares of Class A Common Stock and 15.7% of the voting power.

The 7,527,457 shares of Class A Common Stock beneficially owned by BA Capital and BACI represent 17.9% of the Company’s outstanding shares of Class A Common Stock, Class B Common Stock and Class C Common Stock considered in the aggregate and 15.7% of the voting power (or, if the Class C Common Stock is entitled to one vote per share, 17.9% of the voting power).

As a result of the Voting Agreement described in Item 6 herein, the Reporting Persons may be deemed to constitute a “group,” within the meaning of Section 13(d)(3) of the Act, with other persons who own shares of the Company’s Class A Common Stock and are parties to voting or similar agreements with the Company or the Sellers concerning the Exchange, as described in Item 6 herein. The Reporting Persons expressly disclaim beneficial ownership of any such shares.

Other than as set forth above with respect to the Reporting Persons, none of the shares of the Company’s Class A Common Stock or Class B Common Stock reported in this Item 5 are shares as to which any Reporting Person has

a right to acquire that is exercisable within 60 days. None of the Reporting Persons beneficially owns any shares of Class A Common Stock or Class B Common Stock other than as set forth herein.

(ii) All information herein relating to the currently outstanding number of shares of the Company’s Class A Common Stock, Class B Common Stock and Class C Common Stock is derived from the Company’s Quarterly Report on Form 10-Q for the fiscal quarter ended September 30, 2010. Accordingly, the Reporting Persons have assumed for purposes of this Amendment No. 11 that there are 35,576,293 shares of Class A Common Stock outstanding, 5,809,191 shares of Class B Common Stock outstanding and 644,871 shares of Class C Common Stock outstanding, or a total of 42,030,355 shares of all classes of Common Stock outstanding.

(b) BA Capital has sole voting and dispositive power with respect to 1,745,973 shares of Class A Common Stock, which consists of 870,560 shares of Class A Common Stock, including the 26,976 shares of restricted Class A Common Stock held by Mr. Sheridan for the benefit of BA Capital, 849,275 shares of Class B Common Stock and options to purchase 26,138 shares of Class A Common Stock, which are currently exercisable or exercisable within 60 days, including 20,247 options to purchase shares of Class A Common Stock, which are held by Mr. Sheridan for the benefit of BA Capital. BACI has sole voting and dispositive power with respect to 5,781,484 shares of Class A Common Stock, which consists of 821,568 shares of Class A Common Stock and 4,959,916 shares of Class B Common Stock.

RE SBIC Management is the general partner of BA Capital. As a result of the limited partnership agreement of BA Capital, RE SBIC Management is deemed to have shared voting and dispositive power with respect to the securities of the Company owned by BA Capital.

RE Equity Management is the sole member of RE SBIC Management. As a result of the operating agreement for RE SBIC Management, RE Equity Management is deemed to have shared voting and dispositive power with respect to the securities of the Company owned by BA Capital.

RE Equity Management GP is the general partner of RE Equity Management. As a result of the limited partnership agreement for RE Equity Management, RE Equity Management GP is deemed to have shared voting and dispositive power with respect to the securities of the Company owned by BA Capital.

Capital Management SBIC is the general partner of BACI. As a result of the limited partnership agreement of BACI, Capital Management SBIC is deemed to have shared voting and dispositive power with respect to the securities of the Company owned by BACI.

Ridgemont Capital Management is the sole member of Capital Management SBIC. As a result of the operating agreement for Capital Management SBIC, Ridgemont Capital Management is deemed to have shared voting and dispositive power with respect to the securities of the Company owned by BACI.

REP GP is the general partner of Ridgemont Capital Management. As a result of the limited partnership agreement for Ridgemont Capital Management, REP GP is deemed to have shared voting and dispositive power with respect to the securities of the Company owned by BACI.

Mr. Hain is the managing member of both RE Equity Management GP and REP GP and as a result is deemed to have shared voting and dispositive power with respect to the securities of the Company owned by BA Capital and BACI. Mr. Hain disclaims such beneficial ownership. If Mr. Hain’s employment with Ridgemont Partners Management, LLC or any of its affiliates ceases, Mr. Hain will cease to be the managing member of RE Equity Management GP and REP GP.

(c) On December 30, 2010, Mr. Sheridan surrendered 1,282 shares of Class A Common Stock to satisfy tax withholding obligations in connection with the vesting of restricted stock held by Mr. Sheridan for the benefit of BA Capital. Other than this transaction, none of the Reporting Persons and, to the knowledge of the Reporting Persons, no executive officer of director of any Reporting Person has had any transactions in the Class A Common Stock during the past 60 days.

(d) Except as set forth herein, no person has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, any shares of the Company’s Class A Common Stock.

(e) Not applicable.

Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.

Item 6 of the Schedule 13D is hereby amended and supplemented by adding the following prior to the last paragraph:

Exchange Agreement

On January 31, 2011, the Company entered into an Exchange Agreement pursuant to which the Company will acquire the remaining equity interests of its private affiliate Cumulus Media Partners, LLC (“CMP”) that the Company currently does not own. Pursuant to the Exchange Agreement, the Company will issue 9,945,714 shares of its common stock to affiliates of the three private equity firms that collectively own 75% of the equity interests in CMP — Bain Capital Partners LLC, The Blackstone Group L.P. (“Blackstone”) and Thomas H. Lee Partners (collectively, the “Sellers”) — in exchange for their equity interests in CMP (the “Exchange”). As a result, CMP will become a wholly owned subsidiary of the Company.

In connection with the Exchange, the Company will ask its stockholders to approve an amendment to its certificate of incorporation to create a new class of common stock, Class D Common Stock. The Class D Common Stock will be non-voting, convertible on a one-for-one basis into shares of Class A Common Stock at the option of the holder (subject to regulatory conditions), and otherwise be treated equally with the Company’s Class A Common Stock. In addition, the amendment will eliminate the requirement that holders of the Company’s Class B Common Stock must consent to (i) any proposed merger, consolidation or other business combination involving the Company, or sale, transfer or other disposition of all or substantially all of the assets of the Company, (ii) any proposed transaction that would result in a change of control of the Company or (iii) any transaction in which the Company proposes to 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 stockholders’ equity.

Consummation of the Exchange is subject to various customary conditions, including approval by the Company’s stockholders of the share issuances and the above-described amendment to the Company’s certificate of incorporation and approval of the Federal Communications Commission.

Voting Agreements

In connection with the transactions contemplated by, and as a condition to the willingness of the Sellers to enter into, the Exchange Agreement, BA Capital and BACI each entered into a Voting Agreement with Blackstone, as sellers’ representative, dated January 28, 2011 (the “Voting Agreement”) with respect to all shares of Class A Common Stock and Class B Common Stock beneficially owned by them. In the Voting Agreement, BA Capital and BACI each agreed to vote all of its respective shares (i) in favor of the charter amendments and the approval required by Nasdaq Listing Rule 5635 for issuance of the shares of the Company’s common stock to be issued pursuant to the Exchange, and (ii) against any action, proposal, transaction or agreement that would reasonably be prevent, impede, frustrate, interfere with, delay, postpone or adversely affect the Exchange or the other transactions contemplated by the Exchange Agreement.

The Voting Agreement terminates on the first to occur of (i) the closing of the Exchange, (ii) the termination of the Exchange Agreement in accordance with its terms, (iii) 11:59 p.m. New York, New York time on December 31, 2011, and (iv) the written agreement of the Sellers, BACI and BA Capital to terminate the Voting Agreement. Until such termination, each of BA Capital and BACI has agreed not to sell, transfer, pledge, encumber or otherwise dispose of any of its shares (or enter into any voting agreement, whether by proxy or otherwise, with respect to such shares), or otherwise create any new restriction on its ability freely to exercise all voting rights with respect to such shares. The Voting Agreement was entered into by each of BA Capital and BACI solely in its capacity as stockholder and nothing in any such Voting Agreement will in any way restrict or limit any director or officer of the

Company (including any affiliates of BA Capital or BACI) from taking any action in his capacity as a director or officer of the Company that would be necessary for him to comply with his fiduciary duties as a director or officer of the Company.

In addition, pursuant to the Voting Agreement, each of BA Capital and BACI, in their capacity as holders of all of the outstanding shares of the Company’s Class B Common Stock, which generally have no voting power except in certain circumstances specified in the Company’s Certificate of Incorporation, granted their express written consent to the transactions contemplated by the Exchange Agreement for all purposes under the Company’s Certificate of Incorporation.

The foregoing summary of the Voting Agreement contained in this Item 6 is qualified in its entirety by reference to the Voting Agreement of BA Capital and BACI, filed herewith as Exhibit 99.2.

Item 7. Material to be Filed as Exhibits.


Exhibit 99.1		Joint Filing Agreement, dated February 2, 2011, by and among BA Capital, RE SBIC Management, RE Equity Management, RE Equity Management GP, Mr. Hain, BACI, Capital Management SBIC, Ridgemont Capital Management and REP GP (filed herewith)

Exhibit 99.2		Voting Agreement dated January 31, 2011 by and among BA Capital, BACI, and Blackstone FC Communications Partners L.P., as sellers’ representative (filed herewith)

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this Schedule 13D is true, complete and correct.

Date: February 2, 2011


BA CAPITAL COMPANY, L.P.
By:	RE SBIC Management, LLC, its general partner
By:	RE Equity management, L.P., its sole member
By:	RE Equity Management GP, LLC, its general partner
By:	/s/ J. Travis Hain
	Name:	J. Travis Hain
	Title:	Managing Member


RE SBIC MANAGEMENT, LLC By: RE Equity Management, L.P., its sole member By: RE Equity Management GP, LLC, its general partner
By:	/s/ J. Travis Hain
	Name:	J. Travis Hain
	Title:	Managing Member


RE EQUITY MANAGEMENT, L.P. By: RE Equity Management GP, LLC, its general partner
By:	/s/ J. Travis Hain
	Name:	J. Travis Hain
	Title:	Managing Member


RE EQUITY MANAGEMENT GP, LLC
By:	/s/ J. Travis Hain
	Name:	J. Travis Hain
	Title:	Managing Member

J. TRAVIS HAIN
By:	/s/ J. Travis Hain
	Name:	J. Travis Hain


BANC OF AMERICA CAPITAL INVESTORS SBIC, L.P. By: Ridgemont Capital Management SBIC, LLC, its general partner By: Ridgemont Capital Management, L.P., its sole member By: REP I GP, LLC, its general partner
By:	/s/ J. Travis Hain
	Name:	J. Travis Hain
	Title:	Managing Member


RIDGEMONT CAPITAL MANAGEMENT SBIC, LLC By: Ridgemont Capital Management L.P., its sole member By: REP I GP, LLC, its general partner
By:	/s/ J. Travis Hain
	Name:	J. Travis Hain
	Title:	Managing Member


RIDGEMONT CAPITAL MANAGEMENT, L.P. By: REP I GP, LLC, its general partner
By:	/s/ J. Travis Hain
	Name:	J. Travis Hain
	Title:	Managing Member

REP I GP, LLC
By:	/s/ J. Travis Hain
	Name:	J. Travis Hain
	Title:	Managing Member

Annex A

BA CAPITAL COMPANY, L.P.

Executive Officers

Not Applicable.

General Partner

RE SBIC Management, LLC

Address

The General Partner can be reached c/o Ridgemont Equity Partners, 150 North College Street, Suite 2500, Charlotte, NC 28202.

A-1

RE SBIC MANAGEMENT, LLC

Executive Officers


J. Travis Hain		Partner
George E. Morgan, III		Partner
Walker L. Poole		Partner
Robert H. Sheridan, III		Partner

Address

Each of such executive officers can be reached c/o Ridgemont Equity Partners, 150 North College Street, Suite 2500, Charlotte, NC 28202.

A-2

RE EQUITY MANAGEMENT, L.P.

Executive Officers


J. Travis Hain		Partner
George E. Morgan, III		Partner
Walker L. Poole		Partner
Robert H. Sheridan, III		Partner

Address

Each of such executive officers can be reached c/o Ridgemont Equity Partners, 150 North College Street, Suite 2500, Charlotte, NC 28202.

A-3

RE EQUITY MANAGEMENT GP, LLC

Executive Officers


J. Travis Hain		Partner
George E. Morgan, III		Partner
Walker L. Poole		Partner
Robert H. Sheridan, III		Partner

Address

Each of such executive officers can be reached c/o Ridgemont Equity Partners, 150 North College Street, Suite 2500, Charlotte, NC 28202.

A-4

BANC OF AMERICA CAPITAL INVESTORS SBIC, L.P.

Executive Officers

Not Applicable.

General Partner

Ridgemont Capital Management SBIC, LLC

Address

The General Partner can be reached c/o Ridgemont Equity Partners, 150 North College Street, Suite 2500, Charlotte, NC 28202.

A-5

RIDGEMONT CAPITAL MANAGEMENT SBIC, LLC

Executive Officers


J. Travis Hain		Partner
George E. Morgan, III		Partner
Walker L. Poole		Partner
Robert H. Sheridan, III		Partner

Address

Each of such executive officers can be reached c/o Ridgemont Equity Partners, 150 North College Street, Suite 2500, Charlotte, NC 28202.

A-6

RIDGEMONT CAPITAL MANAGEMENT, L.P.

Executive Officers


J. Travis Hain		Partner
George E. Morgan, III		Partner
Walker L. Poole		Partner
Robert H. Sheridan, III		Partner

Address

Each of such executive officers can be reached c/o Ridgemont Equity Partners, 150 North College Street, Suite 2500, Charlotte, NC 28202.

A-7

REP I, GP, LLC

Executive Officers


J. Travis Hain		Partner
George E. Morgan, III		Partner
Walker L. Poole		Partner
Robert H. Sheridan, III		Partner

Address

Each of such executive officers can be reached c/o Ridgemont Equity Partners, 150 North College Street, Suite 2500, Charlotte, NC 28202.

A-8

EX-99.1 2 g25988exv99w1.htm EX-99.1 exv99w1

Exhibit 99.1

JOINT FILING AGREEMENT

In accordance with Rule 13d-1(k)(1) promulgated under the Securities and Exchange Act of 1934, the undersigned hereby agree to the joint filing with each other on behalf of each of them of Amendment No. 10 to such a statement on Schedule 13D and any and all form(s), statement(s), report(s), and/or document(s) related thereto with respect to the Class A Common Stock, par value $.01 per share, of Cumulus Media Inc. beneficially owned by each of them. This Joint Filing Agreement shall be included as an exhibit to Amendment No. 11 to such Schedule 13D.

IN WITNESS WHEREOF, the undersigned have executed this Joint Filing Agreement as of the 2nd day of February, 2010.


BA CAPITAL COMPANY, L.P.
By:	RE SBIC Management, LLC, its general partner
By:	RE Equity Management, L.P., its sole member
By:	RE Equity Management GP, LLC, its general partner

By:	/s/ J. Travis Hain
	Name:	J. Travis Hain
	Title:	Managing Member

RE SBIC MANAGEMENT, LLC
By:	RE Equity Management, L.P., its sole member
By:	RE Equity Management GP, LLC, its general partner

By:	/s/ J. Travis Hain
	Name:	J. Travis Hain
	Title:	Managing Member

RE EQUITY MANAGEMENT, L.P.
By:	RE Equity Management GP, LLC, its general partner

By:	/s/ J. Travis Hain
	Name:	J. Travis Hain
	Title:	Managing Member

RE EQUITY MANAGEMENT GP, LLC
By:	/s/ J. Travis Hain
	Name:	J. Travis Hain
	Title:	Managing Member

J. TRAVIS HAIN
By:	/s/ J. Travis Hain
	Name:	J. Travis Hain


BANC OF AMERICA CAPITAL INVESTORS SBIC, L.P.
By:	Ridgemont Management SBIC, LLC, its general partner
By:	Ridgemont Capital Management, L.P., its sole member
By:	REP I GP, LLC, its general partner

By:	/s/ J. Travis Hain
	Name:	J. Travis Hain
	Title:	Managing Member
RIDGEMONT CAPITAL MANAGEMENT SBIC, LLC
By:	Ridgemont Capital Management L.P., its sole member
By:	REP I GP, LLC, its general partner

By:	/s/ J. Travis Hain
	Name:	J. Travis Hain
	Title:	Managing Member

RIDGEMONT CAPITAL MANAGEMENT, L.P.
By:	REP I GP, LLC, its general partner

By:	/s/ J. Travis Hain
	Name:	J. Travis Hain
	Title:	Managing Member

REP I GP, LLC
By:	/s/ J. Travis Hain
	Name:	J. Travis Hain
	Title:	Managing Member

EX-99.2 3 g25988exv99w2.htm EX-99.2 exv99w2

Exhibit 99.2

VOTING AGREEMENT AND CONSENT

This VOTING AGREEMENT AND CONSENT (this “Agreement”), dated as of January 31, 2011, is entered into by and among Blackstone FC Communications Partners L.P., a Delaware limited partnership, in its capacity as the “Sellers’ Representative” under the Exchange Agreement (as defined below), and the Persons executing this Agreement as “CMI Stockholders” as indicated on the signature pages hereto (collectively, the “CMI Stockholders”). The Sellers’ Representative and the CMI Stockholders each being hereinafter sometimes referred to as a “Party” and, collectively, as the “Parties”.

WITNESSETH

WHEREAS, simultaneously with the execution and delivery of this Agreement, Cumulus Media Inc., a Delaware corporation (“CMI”), the Sellers’ Representative and the parties indicated thereto as “Sellers” thereunder have entered into an Exchange Agreement (as in effect on the date hereof, the “Exchange Agreement”), which provides for, among other things, CMI to exchange each of the Seller’s equity interests in Cumulus Media Partners, LLC, a Delaware limited liability company, for shares of Class A Common Stock, par value $0.01 per share, of CMI (the “Class A Common Stock”), or Class D Common Stock, par value $0.01 per share, of CMI, which shall be created pursuant to the Charter Amendment (as defined herein) (the “Class D Common Stock”) as set forth in the Exchange Agreement;

WHEREAS, each CMI Stockholder is the record and Beneficial Owner of, and has the sole right to vote and dispose of, that number of shares set forth next to such CMI Stockholder’s name on Schedule A hereto; and

WHEREAS, as an inducement to the Sellers entering into the Exchange Agreement and incurring the obligations therein, the Sellers have required that each CMI Stockholder, and each CMI Stockholder has agreed to, enter into this Agreement.

NOW, THEREFORE, in consideration of the foregoing and the mutual premises, covenants and agreements contained in this Agreement, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Parties hereto, intending to be legally bound, agree as follows:

ARTICLE I
CERTAIN DEFINITIONS

Section 1.1 Capitalized Terms. Capitalized terms used in this Agreement and not defined herein have the meanings ascribed to such terms in the Exchange Agreement.

Section 1.2 Other Definitions. For the purposes of this Agreement:

“1998 Registration Rights Agreement” means the Registration Rights Agreement, dated as of June 30, 2008, among CMI and the “Shareholders” party thereto.

“2011 Registration Rights Agreement” means the Registration Rights Agreement as defined in the Exchange Agreement, substantially in the form attached to this Agreement as Exhibit A.

“Agreement” has the meaning set forth in the Preamble.

“Applicable Period” means the period commencing on the date of this Agreement and ending on the earlier of (i) the day immediately following the date the directors elected at the third annual meeting of CMI’s stockholders held following the date of this Agreement commence their terms, (ii) the date on which the Blackstone Sellers (together with their Permitted Transferees), as a group, cease to have Beneficial Ownership of at least a simple majority of the shares of CMI Common Stock issued to the Blackstone Sellers at the Closing pursuant to the Exchange (including any shares of CMI Common Stock issued upon conversion or exchange of any such shares); provided, that any shares of CMI Common Stock Beneficially Owned by the Blackstone Sellers and cancelled by CMI pursuant to, and in accordance with, Article 9 of the Exchange Agreement, shall not be deemed to be shares issued to the Blackstone Sellers at the Closing pursuant to the Exchange and (iii) the date on which CMI Stockholders (together with their Permitted Transferees), as a group, cease to have Beneficial Ownership of at least a simple majority of the shares of CMI Common Stock held by the CMI Stockholders in the aggregate on the date of Closing (including any shares of CMI Common Stock issued upon conversion or exchange of any such shares).

“Beneficial Owner” or “Beneficial Ownership”, and similar or correlative terms, with respect to any securities, means having “beneficial ownership” of such securities (as determined pursuant to Rule 13d-3 under the Exchange Act), but shall exclude any such beneficial ownership that may be deemed to be beneficially owned due to the existence of this Agreement or any agreement listed on Schedule A.

“Blackstone Director” means such individual as may be specified in writing by the Sellers’ Representative to CMI at any time; provided, that as of the date hereof, David M. Tolley shall be the “Blackstone Director” until such time as he is unable or unwilling to serve as a director of CMI, or until the Seller’s Representative provides written notice to CMI of its desire to designate a substitute director designee.

“Charter Amendment” means the “Charter Amendment” as defined in the Exchange Agreement, substantially in the form attached thereto on the date hereof.

“Class A Common Stock” has the meaning set forth in the Recitals.

“Class B Common Stock” means the Class B Common Stock, par value $0.01 per share, of CMI.

“Class C Common Stock” means the Class C Common Stock, par value $0.01 per share, of CMI.

“Class D Common Stock” has the meaning set forth in the Recitals.

“Closing” means the “Closing” as defined in the Exchange Agreement

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“CMI” has the meaning set forth in the Recitals.

“CMI Charter” has the meaning set forth in Section 2.1(b).

“CMI Common Stock” means, collectively, the Class A Common Stock the Class B Common Stock, the Class C Common Stock, and the Class D Common Stock.

“CMI Stockholders” has the meaning set forth in the Preamble.

“Consent Right Holders” means “Consent Right Holders” as defined in the CMI Charter.

“Exchange Agreement” has the meaning set forth in the Recitals.

“Existing Registration Rights Agreements” means, collectively, the 1998 Registration Rights Agreement and the January 2002 Registration Rights Agreement.

“Expiration Time” has the meaning set forth in Section 4.1.

“January 2002 Registration Rights Agreement” means the Amended and Restated Registration Rights Agreement, dated as of January 23, 2002, among CMI, Aurora Communications, LLC, a Delaware limited liability company, and the other parties indicated thereto as “Sellers.”

“Owned Shares” has the meaning set forth in Section 2.1.

“Party” or “Parties” has the meaning set forth in the Preamble.

“Permitted Transferee” means (a) with respect to the Blackstone Sellers, the transferee of shares of CMI Common Stock issued to the Blackstone Sellers pursuant to the Exchange Agreement (including any shares of CMI Common Stock issued upon conversion or exchange of any such shares), which transferee is an Affiliate of the applicable Blackstone Seller transferor and (b) with respect to the CMI Stockholders, the transferee of shares of CMI Common Stock held by any CMI Stockholder (including any shares of CMI Common Stock issued upon conversion or exchange of any such shares), which transferee is an Affiliate of the applicable CMI Stockholder transferor.

“Sellers’ Representative” has the meaning set forth in the Preamble.

“Shares” means shares of CMI capital stock set forth on Schedule A Beneficially Owned by the CMI Stockholders or their Permitted Transferees, and will also include for purposes of this Agreement, in the event of a stock dividend or distribution, or any change in CMI capital stock by reason of any stock dividend or distribution, stock split, recapitalization, combination, conversion, exchange of shares or the like, all shares or other voting securities into which Shares may be reclassified, sub-divided, consolidated, converted, exchanged or received in such transaction and any rights and benefits arising therefrom, including any dividends or distributions of securities which may be declared in respect of the Shares and entitled to vote in respect of the matters contemplated by Article 2.

-3-

“Transfer” means, with respect to a security, the sale, grant, assignment, transfer, pledge, encumbrance, hypothecation or other disposition of such security or the Beneficial Ownership thereof (including by operation of law), or the entry into any Contract to effect any of the foregoing, including, for purposes of this Agreement, the transfer or sharing of any voting power of such security or other rights in or of such security, the granting of any proxy or power of attorney with respect to such security, depositing such security into a voting trust or entering into a voting agreement with respect to such security.

ARTICLE II
AGREEMENT TO VOTE

Section 2.1 Agreement to Vote; Written Consent.

(a) Subject to the terms and conditions hereof, each CMI Stockholder irrevocably and unconditionally agrees that, from and after the date hereof and until the Expiration Time, at any meeting (whether annual or special, and at each adjourned or postponed meeting) of the CMI stockholders, however called, or in any other circumstances upon which a vote or other consent or approval (including a written consent) of CMI stockholders is sought for approval of the matters described in clause (ii) of this sentence, such CMI Stockholder will (i) appear at each such meeting, in person or by proxy, or otherwise cause all of such CMI Stockholder’s Shares Beneficially Owned by such CMI Stockholder as of the relevant time and eligible to vote at each such meeting or to give such consent (as of each and every meeting of the CMI stockholders (whether annual or special, and at each adjourned or postponed meeting) and in any other circumstance in which a vote or other consent or approval (including a written consent) of CMI stockholders is sought, “Owned Shares”) to be counted as present thereat for purposes of calculating a quorum, and respond to any other request by CMI for written consent, if any, and, (ii) vote or duly execute and deliver a consent or approval (or cause to be voted, or a consent or approval to be duly executed and delivered) with respect to its Owned Shares (x) in favor of the Charter Amendment (in the form attached to Exchange Agreement), and the approval required by Nasdaq Listing Rule 5635 for issuance of the shares of CMI Common Stock to be issued pursuant to the Exchange and (y) against any action, proposal, transaction or agreement that would reasonably be expected to prevent, impede, frustrate, interfere with, delay, postpone or adversely affect the Exchange or the other transactions contemplated by the Exchange Agreement (including any adjournment or postponement of any meeting of the CMI Stockholders).

(b) Article V, Section 1(c) of CMI’s Amended and Restated Certificate of Incorporation, as heretofore amended (the “CMI Charter”), provides that the express written consent of Consent Right Holders holding a majority of that number of shares of the Company’s Class B Common Stock, par value $0.01 per share (“Class B Common Stock”), held in the aggregate by all Consent Right Holders shall be required for the taking of any “Fundamental Action” (as defined in the CMI Charter). The Charter Amendment constitutes such a Fundamental Action and the other transactions contemplated by the Exchange Agreement may also be construed to be a “business combination” constituting a Fundamental Action or an “Affiliate” transaction or acquisition of assets having a fair market value in excess of ten (10%) percent of the Company’s Stockholders Equity constituting a Restricted Action. Each of the undersigned CMI Stockholders that is also a Consent Right Holder or a holder of Class B

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Common Stock hereby gives its express written consent to the transactions contemplated by the Exchange Agreement for all purposes under the CMI Charter.

(c) Each of the CMI Stockholders that is a holder of “Registrable Securities” under and as such term is defined in either of the Existing Registration Rights Agreements hereby agrees to the termination of the Existing Registration Rights Agreements effective as of the Closing and shall, at the Closing, execute and deliver to each of the other parties thereto, the 2011 Registration Rights Agreement, which pursuant to its terms shall terminate the Existing Registration Rights Agreements.

(d) Each CMI Stockholder irrevocably and unconditionally agrees that it shall, during the Applicable Period, (i) appear in person or by proxy, or otherwise cause all of such CMI Stockholder’s Owned Shares to be counted as present, for purposes of calculating a quorum at each annual or special meeting of the stockholders of CMI at which election of the Blackstone Director to CMI’s board of directors is to be voted upon, (ii) at each such meeting, vote (or cause to be voted), in person or by proxy, all of the Owned Shares now owned or hereafter acquired by such CMI Stockholder in favor of the election of the Blackstone Director to CMI’s board of directors, (iii) in any action by written consent of the holders of CMI Voting Stock for the purpose of electing the Blackstone Director to CMI’s board of directors, duly execute and deliver a consent or approval (or cause a consent or approval to be duly executed and delivered) with respect to all of its Owned Shares now owned or hereafter acquired by such CMI Stockholder to such election of the Blackstone Director and (iv) not vote or execute a written consent or approval (or cause to be voted, or a consent or approval to be executed and delivered) with respect to the removal of the Blackstone Director, unless such CMI Stockholder is directed to do so by the Seller’s Representative, in which case such CMI Stockholder agrees to vote or duly execute a written consent or approval with respect to all of its Owned Shares now owned or hereafter acquired by such CMI Stockholder for such removal of such person and for the election of a replacement Blackstone Director as specified by the Sellers’ Representative.

Section 2.2 Grant of Irrevocable Proxy.

(a) Each CMI Stockholder hereby irrevocably appoints Seller’s Representative as such CMI Stockholder’s proxy and attorney-in-fact, with full power of substitution and resubstitution, to vote or execute any consent or approval with respect to such CMI Stockholder’s Owned Shares now owned or hereafter acquired by such CMI Stockholder, in respect of the matters described in Section 2.1(a), until the Expiration Time. This irrevocable proxy is given to secure the performance of the duties of the CMI Stockholders under this Agreement. None of the CMI Stockholders shall directly or indirectly grant any person any proxy (revocable or irrevocable), power of attorney or other authorization with respect to any of its Owned Shares now owned or hereafter acquired by such CMI Stockholder that is inconsistent with this Agreement.

(b) The proxy and power of attorney granted hereunder by each of the CMI Stockholders shall be irrevocable, in respect of the matters described in Section 2.1(a), until the Expiration Time, shall be deemed coupled with an interest sufficient in law to support an irrevocable proxy and shall revoke any and all prior proxies granted by such CMI Stockholder that is inconsistent with this Agreement, and each CMI Stockholder acknowledges that this proxy constitutes an inducement for the Sellers to enter into the Exchange Agreement. The

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power of attorney granted by each of the CMI Stockholders is a durable power of attorney and shall survive the bankruptcy, death or incapacity any such CMI Stockholder. The proxy and power of attorney granted hereunder shall terminate automatically, in respect of the matters described in Section 2.1(a), at the Expiration Time.

Section 2.3 Additional Shares. Each CMI Stockholder hereby agrees that any new Shares with respect to which Beneficial Ownership is acquired by such CMI Stockholder (including, without limitation, pursuant to the grant of any shares of CMI capital stock, the exercise of any stock options or the conversion of any shares of CMI capital stock), if any, after the date hereof and during the Applicable Period shall automatically become subject to the terms of this Agreement as Owned Shares (and shall be deemed to be “Owned Shares” for all purposes hereunder) as though Beneficially Owned by such CMI Stockholder as of the date hereof.

Section 2.4 Restrictions on Transfer, Etc. Except as provided for or permitted herein, each CMI Stockholder agrees, from the date hereof until the Expiration Time, not to (i) directly or indirectly Transfer or offer to Transfer any Owned Shares, except to a party who agrees in writing by the provisions hereof in such form and substance as is reasonably acceptable to Sellers’ Representative; (ii) tender any Owned Shares into any tender or exchange offer or otherwise; (iii) enter into any voting arrangement, whether by proxy, voting agreement or otherwise, with respect to such CMI Stockholder’s Owned Shares or (iv) otherwise restrict the ability of such CMI Stockholder freely to exercise all voting rights with respect thereto. Any action attempted to be taken in violation of the preceding sentence will be null and void. Notwithstanding the foregoing(a) each CMI Stockholder may make transfers of Owned Shares to Permitted Transferees, so long as such Permitted Transferee agrees in writing to be bound by the provisions of this Agreement in such form and substance as is reasonably acceptable to Sellers’ Representative and (b) if the Closing has not occurred on or prior to September 30, 2011, the CMI Stockholders may in the aggregate make transfers of up to five percent (5%) of the Shares held by them in the aggregate on the date hereof. . For the avoidance of doubt, following the Expiration Time, no CMI Stockholder shall be restricted under this Agreement in its ability to make transfers of Owned Shares.

Section 2.5 Non-Interference; Further Assurances. Each CMI Stockholder agrees that, prior to the Expiration Time, such CMI Stockholder shall not take any action that would make any representation or warranty of such CMI Stockholder contained herein untrue or incorrect in any material respect or have the effect of preventing, impeding, interfering with or adversely affecting the performance by such CMI Stockholder of its obligations under this Agreement. Each CMI Stockholder agrees, without further consideration, until the Expiration Time to execute and deliver such additional documents and to take such further actions as necessary or reasonably requested by CMI to confirm and assure the rights and obligations set forth in this Agreement or to consummate the transactions contemplated by this Agreement; provided, however, that nothing herein shall require any CMI Stockholders to convert any Shares held by it or to agree to any modification to the Certificate of Incorporation of CMI (other than the Charter Amendment as set forth herein) or any agreement to which CMI Stockholder is a party.

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ARTICLE III
REPRESENTATIONS AND WARRANTIES

Section 3.1 Representations and Warranties of CMI Stockholders. Each CMI Stockholder, severally and not jointly, represents and warrants as to itself only and not as to any other CMI Stockholder to the Sellers’ Representative as of the date of this Agreement and at all times during the term of this Agreement, as follows:

(a) Such CMI Stockholder has the requisite capacity and all necessary power and authority to execute and deliver this Agreement and to fulfill and perform such CMI Stockholder’s obligations hereunder. This Agreement has been duly and validly executed and delivered by such CMI Stockholder and constitutes a legal, valid and binding agreement of such CMI Stockholder enforceable against such CMI Stockholder in accordance with its terms.

(b) Such CMI Stockholder or an Affiliate of such CMI Stockholder is the record and Beneficial Owner, and (except as otherwise disclosed in the CMI Stockholder’s Schedule 13D, together with any amendments thereto, filed with the Securities and Exchange Commission) has sole and unrestricted power to vote or duly execute and deliver a consent or approval with respect to, all of such CMI Stockholder’s Owned Shares set forth next to such CMI Stockholder’s name on Schedule A hereto without the consent or approval of, or any other action on the part of, any other Person, and has not granted any proxy, power of attorney or other authorization inconsistent with this Agreement that is still effective or, except as set forth on Schedule A hereto, entered into any voting agreement, voting trust agreement or other contract, agreement, arrangement commitment or understanding with respect to the voting or Transfer of such CMI Stockholder’s Owned Shares (other than pledges of Owned Shares in support of bona fide debt obligations of the applicable CMI Stockholder or its Affiliate). The Owned Shares set forth next to such CMI Stockholder’s name on Schedule A hereto constitute all of the capital stock of CMI that is Beneficially Owned by such CMI Stockholder as of the date hereof.

(c) Other than the filing of any reports that may be required under Section 13(d) of the Exchange Act, none of the execution and delivery of this Agreement by such CMI Stockholder, the consummation by such CMI Stockholder of the transactions contemplated hereby or compliance by such CMI Stockholder with any of the provisions hereof (i) requires consent or authorization of, filing with or notification to, any Governmental Authority, by such CMI Stockholder, (ii) results in a violation or breach of, conflict with, or constitutes (with or without notice or lapse of time or both) a default (or gives rise to any third party right of termination, cancellation, material modification or acceleration) under any of the terms, conditions or provisions of any Organizational Document or Contract to which such CMI Stockholder is a party or by which such CMI Stockholder or any of such CMI Stockholder’s properties or assets (including such CMI Stockholder’s Owned Shares) may be bound, (iii) violates any Order or Law applicable to such CMI Stockholder or any of such CMI Stockholder’s properties or assets (including such CMI Stockholder’s Owned Shares), or (iv) results in a Lien upon any of such CMI Stockholder’s properties or assets (including such CMI Stockholder’s Owned Shares).

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ARTICLE IV
TERMINATION

Section 4.1 Termination. This Agreement shall automatically terminate without further action upon the earliest to occur (the “Expiration Time”) (i) the Closing, (ii) the termination of the Exchange Agreement in accordance with its terms, (iii) 11:59 p.m. New York, New York time on December 31, 2011, and (iv) the written agreement of all Parties hereto to terminate this Agreement. The rights and obligations of all of the Parties will terminate and become void without further action by any Party except for the provisions of this Article 4, which will survive such termination. Notwithstanding the foregoing provisions of this Section 4.1, if the Closing occurs, (i) the consents and waivers set forth in Section 2.1(b) and Section 2.1(c) shall remain in full force and effect and (ii) the obligations of the Parties in Section 2.1(d), Section 2.2 and Section 2.3 and the provisions in Article I, shall, in each of the case of clauses (i) and (ii) survive the Expiration Time (and the termination of this Agreement as a result thereof) and remain in full force and effect. The termination of this Agreement shall not relieve any Party of liability for any willful breach of this Agreement prior to the time of termination.

Section 4.2 Notices. Any notice, request, instruction or other communication under this Agreement shall be in writing and delivered by hand or overnight courier service or by facsimile, (i) if to a CMI Stockholder, to the address set forth for such CMI Stockholder on Schedule A hereto, and (ii) if to the Sellers’ Representative, in accordance with Section 11.4 of the Exchange Agreement, or to such other Person’s, addresses or facsimile numbers as may be designated in writing by the Person entitled to receive such communication as provided above. Each such communication will be effective (A) if delivered by hand or overnight courier service, when such delivery is made at the address specified in this Section 4.2, or (B) if delivered by facsimile, when such facsimile is transmitted to the facsimile number specified in this Section 4.2 and appropriate confirmation is received via telephone or electronic mail.

Section 4.3 Parties in Interest. Except as set forth in the next sentence and other than with respect to the Parties to this Agreement, nothing in this Agreement, express or implied, is intended to or shall confer upon any person any right, benefit, obligation, liability or remedy of any nature whatsoever under or by reason of this Agreement. The provisions of Section 2.1(b), Section 2.1(c) and Section 4.9 shall inure to the benefit of CMI who is expressly intended to be a beneficiary thereof. CMI may enforce such provisions contained therein, and none of such provisions may be amended, modified or waived without the express written consent of CMI.

Section 4.4 Governing Law. This Agreement shall be governed by, and construed in accordance with, the Laws of the State of Delaware, without giving effect to any applicable principles of conflict of laws that would cause the Laws of another state otherwise to govern this Agreement.

Section 4.5 Severability. Any provision of this Agreement which is rendered invalid, void or otherwise unenforceable by a court of competent jurisdiction shall be ineffective only to the extent of such prohibition or invalidity and shall not invalidate or otherwise render ineffective any or all of the remaining provisions of this Agreement. Upon such determination that any provision of this Agreement is invalid, void or otherwise unenforceable, the affected Parties shall negotiate in good faith to modify this Agreement so as to effect the original intent of

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the Parties as closely as possible in an acceptable manner in order that the transactions contemplated hereby are consummated as originally contemplated to the greatest extent possible.

Section 4.6 Assignment. Except as otherwise provided in, and pursuant to, Section 2.4, neither this Agreement nor any right, interest or obligation hereunder may be assigned by any Party hereto, in whole or part (whether by operation of law or otherwise), without the prior written consent of the other Parties hereto and any attempt to do so shall be null and void.

Section 4.7 Successors and Assigns. This Agreement shall be binding upon and shall inure to the benefit of and be enforceable by the Parties and their respective successors and permitted assigns.

Section 4.8 Interpretation. The headings in this Agreement are for reference only and do not affect the meaning or interpretation of this Agreement. Definitions apply equally to both the singular and plural forms of the terms defined. Whenever the context may require, any pronoun includes the corresponding masculine, feminine and neuter forms. All references in this Agreement to Articles and Sections refer to Articles and Sections of this Agreement unless the context requires otherwise. Whenever the words “include,” “includes” and “including” are used in this Agreement, they are deemed to be followed by the words “without limitation”. The phrases “herein,” “hereof,” “hereunder” and words of similar import shall be deemed to refer to this Agreement as a whole and not to any particular provision of this Agreement. The word “or” shall be inclusive and not exclusive unless the context requires otherwise. Unless the context requires otherwise, any agreements, documents, instruments or Laws defined or referred to in this Agreement will be deemed to mean or refer to such agreements, documents, instruments or Laws as from time to time amended, modified or supplemented, including (i) in the case of agreements, documents or instruments, by waiver or consent and (ii) in the case of Laws, by succession of comparable successor statutes. All references in this Agreement to any particular Law will be deemed to refer also to any rules and regulations promulgated under that Law. References to a Person will refer to its predecessors and successors and permitted assigns.

Section 4.9 Amendments. This Agreement may not be amended except by the express written agreement signed by all of the Parties to this Agreement.

Section 4.10 Waiver. No provision of this Agreement may be waived except by a written instrument signed by a CMI Stockholder or the Sellers’ Representative (on behalf of itself and the Sellers), as the case may be, as the Party or Parties against whom the waiver is to be effective. No course of dealing between the Parties shall be deemed to modify, amend or discharge any provision or term of this Agreement. No delay by any Party to this Agreement in the exercise of any of its rights or remedies shall operate as a waiver thereof, and no single or partial exercise by any Party of any such right or remedy shall preclude any other or further exercise thereof. A waiver of any right or remedy on any one occasion shall not be construed as a bar to or waiver of any such right or remedy on any other occasion.

Section 4.11 Entire Agreement. This Agreement (together with the Exchange Agreement and the other Transaction Documents) constitutes the entire agreement and supersedes all other prior agreements, understandings, representations and warranties, both written and oral, among the Parties to this Agreement with respect to the subject matter of this

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Agreement, other than the agreements listed on Schedule A, each of which remains in full force and effect.

Section 4.12 Rules of Construction. The Parties to this Agreement have been represented by counsel during the negotiation and execution of this Agreement and waive the application of any Laws or rule of construction providing that ambiguities in any agreement or other document will be construed against the Party drafting such agreement or other document.

Section 4.13 Remedies Cumulative. Except as otherwise provided in this Agreement, any and all remedies expressly conferred upon a Party to this Agreement will be cumulative with, and not exclusive of, any other remedy contained in this Agreement, at law or in equity. The exercise by a Party to this Agreement of any one remedy will not preclude the exercise by it of any other remedy.

Section 4.14 Counterparts; Execution. This Agreement may be executed in any number of counterparts (including via facsimile or electronic mail in PDF format), all of which are one and the same agreement. This Agreement may be executed by facsimile signature by any Party and such signature is deemed binding for all purposes hereof, without delivery of an original signature being thereafter required.

Section 4.15 Specific Performance. The Parties to this Agreement agree that irreparable damage would occur in the event that any of the provisions of this Agreement were not performed in accordance with their specific terms or were otherwise breached, and that monetary damages, even if available, would not be an adequate remedy therefor and therefore fully intend for specific performance to be the principal remedy for breaches of this Agreement. It is accordingly agreed that prior to the termination of this Agreement in accordance with Section 4.1, the Parties to this Agreement will be entitled to an injunction or injunctions to prevent breaches of this Agreement and to enforce specifically the terms and provisions of this Agreement in any court referred to in Section 4.16 herein, without proof of actual damages, this being in addition to any other remedy to which they are entitled at law or in equity. The Parties further agree not to assert that a remedy of specific enforcement is unenforceable, invalid, contrary to Law or inequitable for any reason, nor to object to a remedy of specific performance on the basis that a remedy of monetary damages would provide an adequate remedy for any such breach. Each Party further acknowledges and agrees that the agreements contained in this Section 4.15 are an integral part of the Agreement and that, without these agreements, the other Parties would not enter into this Agreement. Each Party further agrees that no other Party or any other Person shall be required to obtain, furnish or post any bond or similar instrument in connection with or as a condition to obtaining any remedy referred to in this Section 4.15, and each Party hereto irrevocably waives any right it may have to require the obtaining, furnishing or posting of any such bond or similar instrument.

Section 4.16 Submission to Jurisdiction. Each of the Parties hereby irrevocably and unconditionally submits, for itself and its property, to the exclusive jurisdiction of the Delaware Court of Chancery (and if jurisdiction in the Delaware Court of Chancery shall be unavailable, the Federal courts of the United States of America sitting in the State of Delaware), and any appellate court from any such court, in any action or proceeding arising out of or relating to this Agreement or the Transactions or for recognition or enforcement of any judgment relating thereto, and each of the Parties hereby irrevocably and unconditionally (i)

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agrees not to commence any such action or proceeding except in the Delaware Court of Chancery (and if jurisdiction in the Delaware Court of Chancery shall be unavailable, the Federal court of the United States of America sitting in the State of Delaware), (ii) agrees that any claim in respect of any such action or proceeding may be heard and determined in the Delaware Court of Chancery (and if jurisdiction in the Delaware Court of Chancery shall be unavailable, the Federal courts of the United States of America sitting in the State of Delaware), and any appellate court from any thereof, (iii) waives, to the fullest extent it may legally and effectively do so, any objection which it may now or hereafter have to the laying of venue of any such action or proceeding in the Delaware Court of Chancery (and if jurisdiction in the Delaware Court of Chancery shall be unavailable, the Federal courts of the United States of America sitting in the State of Delaware), and (iv) waives, to the fullest extent it may legally and effectively do so, the defense of an inconvenient forum to the maintenance of such action or proceeding in the Delaware Court of Chancery (and if jurisdiction in the Delaware Court of Chancery shall be unavailable, the Federal courts of the United States of America sitting in the State of Delaware). Each of the Parties agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by Law.

Section 4.17 Waiver of Jury Trial. EACH PARTY HERETO ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY WHICH MAY ARISE UNDER THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, AND THEREFORE IT HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT. EACH PARTY CERTIFIES AND ACKNOWLEDGES THAT (I) NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE EITHER OF SUCH WAIVERS, (II) IT UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF SUCH WAIVERS, (III) IT MAKES SUCH WAIVERS VOLUNTARILY, AND (IV) IT HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 4.17.

Section 4.18 Action in Stockholder Capacity Only. The Parties acknowledge that this Agreement is entered into by each CMI Stockholder solely in such CMI Stockholder’s capacity as the Beneficial Owner of such CMI Stockholder’s Owned Shares and nothing in this Agreement restricts or limits any action taken by any representative of such CMI Stockholder in his capacity as a director or officer of CMI (including, without limitation, under the Exchange Agreement), or any of its Affiliates (but not on his own behalf as a stockholder).

Section 4.19 Disclosure. Each CMI Stockholder authorizes CMI to publish and disclose in any announcement or disclosure required by the SEC or other Governmental Authority such CMI Stockholder’s identity and ownership of Owned Shares and the nature of such CMI Stockholder’s obligations under this Agreement.

[SIGNATURE PAGE TO FOLLOW]

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IN WITNESS WHEREOF, each Party hereto has caused this Agreement to be signed effective as of the date first above written.


BA CAPITAL COMPANY, L.P. By: RE SBIC Management, LLC, Its general partner By: RE Equity Management, L.P., Its sole member By: RE Equity Management GP, LLC, Its general partner
By:	/s/ Edward A. Balogh
	Name:	Edward A. Balogh
	Title:	Chief Operating Officer


BANC OF AMERICA CAPITAL INVESTORS SBIC, L.P. By: Ridgemont Capital Management SBIC, LLC, Its general partner By: Ridgemont Capital Management, L.P., Its sole member By: REP I GP, LLC, Its general partner
By:	/s/ Robert H. Sheridan III
	Name:	Robert H. Sheridan III
	Title:	Authorized Signatory

[Voting Agreement and Consent Signature Page]


SELLERS’ REPRESENTATIVE BLACKSTONE FC COMMUNICATIONS PARTNERS L.P. By: BCMA FCC L.L.C., its general partner
By:	/s/ Stephen A. Schwarzman
	Name:	Stephen A. Schwarzman
	Title:	Founding Member

[Voting Agreement and Consent Signature Page]

Schedule A
CMI Stockholders’ Owned Shares as of January 24, 2011


			Shares of
	Shares of Class	Shares of Class	Class C
	A Common	B Common	Common
Name	Stock	Stock	Stock

BA Capital Company, L.P. (1) 150 N. College Street, Suite 2500 Charlotte, NC 28202	870,560	849,275	—
Banc of America Capital Investors SBIC, L.P. 150 N. College Street, Suite 2500 Charlotte, NC 28202	821,568	4,959,916	—


(1)		Of the 870,560 shares of Class A Common Stock, 26,976 are held of record by Robert H. Sheridan, III. Pursuant to the policies of BA Capital Company, L.P. and its affiliates, Mr. Sheridan is deemed to hold these restricted shares for the benefit of BA Capital Company, L.P. Does not include options to purchase 11,782 shares of Class A Common Stock, 5,891 of which are exercisable within 60 days of January 24, 2011. Also does not include options to purchase 40,493 shares of Class A Common Stock held of record by Mr. Sheridan and subject to the aforementioned policies, 20,247 of which are exercisable within 60 days of January 24, 2011.

BA Capital Company, L.P. and CMI are parties to the Voting Agreement, dated as of June 30, 1998, by and between NationsBanc Capital Corp., CMI and the stockholders named therein. BancAmerica Capital Investors SBIC I, L.P. and CMI are parties to the Shareholder Agreement, dated as of the March 28, 2002, by and between BancAmerica Capital Investors SBIC I, L.P. and CMI.

-----END PRIVACY-ENHANCED MESSAGE-----

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