8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of report (Date of earliest event reported): April 25, 2011 (April 25, 2011)

CUMULUS MEDIA INC.

(Exact name of registrant as specified in its charter)

Delaware	000-24525	36-4159663
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS employer Identification No.)

3280 Peachtree Road, N.W., Suite 2300, Atlanta GA	30305
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code (404) 949-0700

n/a

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

þ   Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o   Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o   Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o   Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

TABLE OF CONTENTS

	Item 1.01 — Entry into Material Definitive Agreement.
	Item 7.01 — Regulation FD Disclosure.
	Item 8.01 — Other Events.
	Item 9.01 — Financial Statements and Exhibits.
SIGNATURES
EXHIBIT INDEX
EX-10.1
EX-99.1
EX-99.2
EX-99.3

Item 1.01 — Entry into Material Definitive Agreement.

Amended and Restated Investment Agreement

     On April 22, 2011, the Company entered into an Amended and Restated Investment Agreement (the “Amended and Restated Investment Agreement”) with Crestview Radio Investors, LLC (“Crestview”), MIHI LLC (“Macquarie”) and UBS Securities LLC (“UBS Securities” and, together with Crestview and Macquarie, the “Investors”). The Amended and Restated Investment Agreement amends and restates the Company’s previously disclosed Investment Agreement (the “Original Investment Agreement”) with Crestview and Macquarie, dated as of March 9, 2011. Pursuant to the Original Investment Agreement, Crestview and Macquarie had committed to purchase with cash up to an aggregate of $500.0 million in equity securities of the Company, at a purchase price per share of $4.34 (the “Investment”). As provided for in the Amended and Restated Investment Agreement, Crestview has agreed to purchase up to $250.0 million in shares of our class A common stock and Macquarie and UBS Securities have each agreed to purchase up to $125.0 million in warrants, which will be immediately exercisable at an exercise price of $0.01 per share for shares of a newly created class of non-voting common stock. Macquarie may, at its option, elect instead to receive shares of a newly created class of redeemable, non-convertible preferred stock, and will also be permitted to syndicate up to $45.0 million of its commitment to purchase warrants to one or more third parties, subject to certain limitations set forth in the Amended and Restated Investment Agreement.

     Contemporaneously with the closing of the Investment, Crestview and Macquarie will each receive a cash commitment fee equal to $10.0 million, and UBS Securities will receive a structuring fee equal to 3.0% of its equity commitment. In addition, Crestview will receive warrants to purchase, at an exercise price of $4.34 per share, 7,776,498 shares of the Company’s class A common stock and, pursuant to a monitoring agreement to be entered into in connection with the closing of the Investment, a monitoring fee of $2.0 million per year, payable in installments quarterly in arrears, until the fifth anniversary of the closing of the Investment. Up to $80.0 million of Macquarie’s commitment is terminable by the Company, in whole or in part, at any time. Macquarie will also receive a syndication fee of approximately $0.2 million, and an equity commitment fee of approximately $0.2 million plus an amount, computed like interest on a daily basis from March 26, 2011 until the closing date of the Investment, equal to 3.1% per annum on the dollar amount of such portion of its commitment outstanding from time to time and not terminated by the Company.

     Except as set forth above, the Amended and Restated Investment Agreement did not provide for any material modifications of the Original Investment Agreement.

     The foregoing description of the Amended and Restated Investment Agreement is qualified in its entirety by reference to the full text of the Amended and Restated Investment Agreement filed with this Form 8-K as Exhibit 10.1 and incorporated by reference.

Item 7.01 — Regulation FD Disclosure.

     In a preliminary offering memorandum and marketing materials distributed to investors in connection with a private offering described under Item 8.01 of this Current Report on Form 8-K (this “Current Report”), the Company disclosed certain information to prospective investors, including, but not limited to, with respect to the following:

• certain preliminary financial data of each of the Company, its privately owned affiliate Cumulus Media Partners, LLC (“CMP”) and Citadel Broadcasting Corporation (“Citadel”) for the three months ended March 31, 2011;

• certain unaudited pro forma condensed consolidated financial information as of and for the period ended December 31, 2010, which was based on the historical financial statements of each of the Company, CMP and Citadel being as of and for such period;

• certain expected sources and uses of proceeds in connection with the Company’s: (i) previously announced and pending acquisition of the remaining equity interests of CMP not currently owned by the Company; (ii) previously announced and pending acquisition of Citadel; and (iii) overall debt refinancing expected to be undertaken in connection therewith;

• certain risk factors;

• certain of the Company’s current and anticipated (in connection with the Company’s overall debt refinancing) debt facilities and indebtedness; and

• certain legal proceedings.

      The Company is furnishing as Exhibit 99.1 to this Current Report the related information being disclosed by the Company pursuant to Regulation FD.

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     In addition, the Company is furnishing as Exhibit 99.2 to this Current Report updated presentation materials regarding the Company’s pending transaction with Citadel, which updates the presentation filed on March 14, 2011 to reflect full year financial information for 2010.

     The information in, and incorporated by reference into, this Item 7.01, including Exhibit 99.1 and Exhibit 99.2, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities of that Section, nor shall it be deemed to be incorporated by reference in any filing under the Exchange Act or the Securities Act of 1933 (the “Securities Act”).

Item 8.01 — Other Events.

     On April 25, 2011, the Company issued a press release announcing its intention to offer, pursuant to an exemption under the Securities Act, $610.0 million in aggregate principal amount of senior notes due 2019 (the “Notes”). The Company intends to use the net proceeds from the offering of Notes to repay in full amounts outstanding under the term loan facility under the Company’s credit agreement, dated as of June 7, 2006, and to pay all fees and expenses related to the offering of Notes. Any remaining proceeds will be used for general corporate purposes. The consummation of the offering of Notes is conditioned upon customary closing conditions.

     A copy of the press release is attached hereto as Exhibit 99.3, and is incorporated by reference herein.

Item 9.01 — Financial Statements and Exhibits.

(d) Exhibits.

Number	Exhibit
10.1	Amended and Restated Investment Agreement, dated as of April 22, 2011
99.1	Certain information excerpted from the Company’s preliminary offering memorandum and disclosed pursuant to Regulation FD
99.2	Updated Investor Presentation Materials
99.3	Press Release, dated April 25, 2011

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SIGNATURES

     Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

CUMULUS MEDIA INC.
By:	/s/ Joseph P. Hannan
	Name:	Joseph P. Hannan
	Title:	Senior Vice President, Treasurer and Chief Financial Officer

Date: April 25, 2011

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EXHIBIT INDEX

Number	Exhibit
10.1	Amended and Restated Investment Agreement, dated as of April 22, 2011
99.1	Certain information excerpted from the Company’s preliminary offering memorandum and disclosed pursuant to Regulation FD
99.2	Investor Presentation Materials
99.3	Press Release, dated April 25, 2011

EX-10.1

EXHIBIT 10.1

AMENDED AND RESTATED
INVESTMENT AGREEMENT

Dated as of April 22, 2011

by and among

CUMULUS MEDIA INC.

and

THE INVESTORS PARTY HERETO

TABLE OF CONTENTS

		Page
ARTICLE I	DEFINITIONS		2
1.1	Definitions		2
ARTICLE II	PURCHASE; INVESTMENT CLOSING		5
2.1	Purchase		5
2.2	Crestview Investor Warrants		6
2.3	Investment Closing		7
2.4	Parent Deliveries		7
2.5	Investor Deliveries		8
2.6	Independent Nature of Investors’ Obligations and Rights		9
ARTICLE III	REPRESENTATIONS AND WARRANTIES		9
3.1	Representations and Warranties of Parent		9
3.2	Representations and Warranties of the Investors		10
ARTICLE IV	COVENANTS		11
4.1	Conduct of Business Prior to the Investment Closing		11
4.2	Parent Forbearances		12
4.3	Regulatory Matters; Third Party Consents		12
4.4	Access to Information		14
4.5	Advice of Changes		15
ARTICLE V	ADDITIONAL AGREEMENTS		15
5.1	Cumulus Media Partners		15
5.2	Certain Transactions		16
5.3	Nasdaq Stock Market Listing		16
5.4	Monitoring Fee		16
5.5	Registration Rights Agreement		16
5.6	Stockholders Agreement		16
5.7	Shareholder Rights Plan		16
5.8	Employee Incentive Plan		16
5.9	Debt Commitments		16
5.10	Actions under this Agreement and the Merger Agreement		18
5.11	Withdrawing Investor		18

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		Page
5.12	Contribution With Respect to Sponsor Guarantees		19
5.13	Cross Indemnification		19
5.14	Notice of Closing		21
5.15	Macquarie Investor Syndication		21
5.16	UBS Investor Syndication		23
5.17	Termination Fee		25
ARTICLE VI	INVESTMENT CLOSING CONDITIONS		25
6.1	Conditions of Each Party to Investment Closing		25
6.2	Conditions of Parent to Investment Closing		26
6.3	Conditions of Each Investor to the Investment Closing		26
ARTICLE VII	TERMINATION		27
7.1	Termination		27
7.2	Effects of Termination		28
ARTICLE VIII	MISCELLANEOUS		28
8.1	Survival of Representations, Warranties and Covenants; Indemnification		28
8.2	Expenses		29
8.3	Post-Closing Third-Party Claims		29
8.4	Notices		29
8.5	Counterparts		30
8.6	Entire Agreement		30
8.7	Governing Law		30
8.8	Jurisdiction		30
8.9	Publicity		32
8.10	Assignment		32
8.11	Remedies		32
8.12	Amendment		34
8.13	Waivers		34
8.14	No Duty to Other Investors		34
8.15	Severability		35
8.16	Interpretation		35
8.17	Rules of Construction		36

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EXHIBITS, ANNEXES AND SCHEDULES

EXHIBITS
Exhibit A:	Class B Warrant Term Sheet
Exhibit B:	Class A Warrant Term Sheet
Exhibit C:	Registration Rights Agreement Term Sheet
Exhibit D:	Stockholders Agreement Term Sheet
Exhibit E:	Terms of Parent Straight Preferred
Exhibit F:	Form of Monitoring Fee Agreement
Exhibit G:	Shareholder Rights Plan Term Sheet
Exhibit H:	Employee Incentive Plan Term Sheet
Exhibit I:	Parent Series C Convertible Preferred Stock Terms
Exhibit J:	Letter Agreement by and among the Crestview Investor, Parent and certain of the Parent Significant Stockholders

ANNEXES
Annex A:	Crestview Funds
Annex B:	Investor Investment Amounts

INDEX OF DEFINED TERMS

Term	Section
6.13(d) Expenses		5.12
Actual Investment Amount		2.1	(a)
Agreement	Preamble
Aliens		1.1	(r)
Beneficial Ownership		1.1	(a)
Beneficially Own		1.1	(a)
Blackstone Group		1.1	(b)
BOA Stockholders		1.1	(c)
Cadet Portion		1.1	(d)
Cadet Signing Date	Recitals
Claims		8.3
Class A Warrants	Recitals
Class B Warrants	Recitals
Class B Warrant Shares	Recitals
Communications Act		1.1	(e)
Continuing Investor		5.11
Crestview Equity Commitment Letter		3.2	(d)
Crestview Funds	Recitals
Crestview Indemnifiable Losses		5.13	(a)
Crestview Investment Commitment		3.2	(d)
Crestview Investor	Preamble
Dickey Stockholder Group		1.1	(f)
Exchange Agreement		5.1
Failing Investor		5.10
FCC		1.1	(g)
FCC Applications		1.1	(h)
FCC Regulations		1.1	(i)
Funding Investor		5.10
Initial Order		1.1	(j)
Investment Amount		1.1	(k)
Investment Closing		2.3
Investment Closing Date		2.3
Investment HSR Clearance		1.1	(l)
Investment Percentage		1.1	(m)
Investment Transactions	Recitals
Investor Liability Cap		8.11	(c)
Investor Party		1.1	(n)
Investor Warrants		1.1	(o)
Investors	Preamble
Issued Securities	Recitals
Losses		8.1	(b)
Macquarie Capital		5.15
Macquarie Equity Commitment Fee		1.1	(p)

Term	Section
Macquarie Indemnifiable Losses		5.13	(b)
Macquarie Investor	Preamble
Macquarie Investor Syndication		5.15
Macquarie Syndication Fee		1.1	(q)
Merger Agreement	Recitals
Merger Closing Conditions		5.10
Monitoring Agreement		5.4
New Incentive Plan		5.8
Non-U.S. Person		1.1	(r)
Offering Documents		5.15
Original Agreement	Recitals
Parent	Preamble
Parent Straight Preferred	Recitals
Parent Series C Preferred		1.1	(s)
Parent Significant Stockholders		1.1	(t)
Parties		1.1	(u)
Price Per Share		2.1	(a)
Registration Rights Agreement	Recitals
Stockholders Agreement	Recitals
Straight Preferred Certificate of Designations		2.1	(a)
Syndication Portion		1.1	(v)
Transfer		1.1	(w)
UBS Indemnifiable Losses		5.13
UBS Investor	Preamble
UBS Investor Syndication		5.16
Withdrawing Investor		5.11

          AMENDED AND RESTATED INVESTMENT AGREEMENT (this “Agreement”), dated as of April 22, 2011, by and among Cumulus Media Inc., a Delaware corporation (“Parent”), Crestview Radio Investors, LLC, a Delaware limited liability company (the “Crestview Investor”), MIHI LLC, a Delaware limited liability company (the “Macquarie Investor”), and UBS Securities LLC, a Delaware limited liability company (the “UBS Investor”); the Macquarie Investor, the Crestview Investor and the UBS Investor each being sometimes referred to herein as an “Investor” and, together, as the “Investors”).

RECITALS:

          WHEREAS, Parent, the Crestview Investor and the Macquarie Investor entered into an Investment Agreement (the “Original Agreement”), dated as of March 9, 2011 (the “Cadet Signing Date”), pursuant to which Parent intends to issue and sell (x) to the Crestview Investor, shares of Parent Class A Common Stock and (y) to the Macquarie Investor, warrants, substantially upon the terms set forth on Exhibit A, to purchase shares of Parent Class B Common Stock (the “Class B Warrants” and the shares of Parent Class B Common Stock for which the Class B Warrants are exercisable being referred to herein as “Class B Warrant Shares”), or in lieu thereof, shares of Parent Series A Preferred Stock, par value $0.01 per share, of Parent (“Parent Straight Preferred”), provided that the securities sold pursuant to the Syndication Portion (as hereinafter defined) may be issued in the form of Parent Series C Preferred (as hereinafter defined), all as more fully set forth herein;

          WHEREAS, Parent and the Macquarie Investor have agreed to reduce the Investment Amount (as hereinafter defined) of the Macquarie Investor set forth in the Original Agreement and to replace same with the Investment Amount of the UBS Investor, all as more fully set forth herein;

          WHEREAS, at the Investment Closing, Parent will pay a commitment fee in cash to each Investor and issue to the Crestview Investor, for no additional consideration, warrants, substantially upon the terms set forth on Exhibit B, to purchase shares of Parent Class A Common Stock (the “Class A Warrants” and, together with the shares of Parent Class A Common Stock issued to the Crestview Investor, Class B Warrants and/or shares of Parent Class A Common Stock to be issued to the UBS Investor or its assignees, and shares of Parent Straight Preferred, shares of Parent Series C Preferred and Class B Warrants issued to the Macquarie Investor pursuant hereto, the “Issued Securities”);

          WHEREAS, Parent has incorporated Holdco as a wholly-owned, direct subsidiary of Parent, and, prior to the Investment Closing Date, will contribute to Holdco all of the equity interests in Parent’s other direct subsidiaries;

          WHEREAS, in connection with the execution and delivery of the Original Agreement, Parent has entered into that certain Agreement and Plan of Merger, dated as of the Cadet Signing Date (the “Merger Agreement”), by and among Parent, Holdco, Merger Sub and the Company, pursuant to which Merger Sub will merge with and into

the Company, with the Company continuing as the surviving corporation of the merger and a wholly-owned, direct subsidiary of Holdco;

          WHEREAS, the Parent Board had previously approved the Original Agreement, and has also recommended that this Agreement and the transactions contemplated hereby (together with the transactions contemplated by the Merger Agreement, the “Investment Transactions”) are in the best interests of Parent and its stockholders and has approved this Agreement and the Investment Transactions;

          WHEREAS, the requisite stockholders of Parent who hold in the aggregate approximately 54% of the outstanding voting control of Parent have previously delivered to Parent a written consent in lieu of a stockholders meeting in accordance with Section 228 of the DGCL approving the Charter Amendment and the Share Issuance;

          WHEREAS, as a condition and inducement to Parent entering into the Original Agreement, concurrent with the execution and delivery of the Original Agreement, each of the Affiliated funds of the Crestview Investor listed on Annex A (the “Crestview Funds”) and the Macquarie Investor, entered into a limited guarantee with the Company, dated as of the Cadet Signing Date, to and in favor of the Company;

          WHEREAS, at the Investment Closing, the Parties will enter into a registration rights agreement, substantially upon the terms set forth on Exhibit C (the “Registration Rights Agreement”), pursuant to which, among other things, Parent will agree to register the Parent Class A Common Stock included in the Issued Securities or for which the Class A Warrants may be exercised, or obtainable upon conversion of the Class B Warrant Shares or upon conversion or exchange of Parent Series C Preferred, subject to the terms and conditions set forth therein; and

          WHEREAS, the independent members of the Parent Board have approved, effective as of the Investment Closing, the appointment of a director designated by the Crestview Investor as lead director and, at the Investment Closing, each of the Parent Significant Stockholders and Parent will enter into a stockholders agreement substantially upon the terms set forth on Exhibit D (the “Stockholders Agreement”), pursuant to which, among other things, as of the Investment Closing, two (2) directors designated by the Crestview Investor will be appointed to the Parent Board, one (1) of which will be so appointed as the lead director of the Parent Board.

          NOW, THEREFORE, in consideration of the premises, and of the representations, warranties, covenants and agreements set forth herein, Parent and each Investor agrees as follows:

ARTICLE I
DEFINITIONS

          1.1 Definitions. Terms used but not defined in this Agreement shall have the meanings set forth in the Merger Agreement. In addition, the following terms shall have the following meanings:

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               (a) “Beneficially Own” means, with respect to ownership of securities by any Person, such securities as to which such Person is the “Beneficial Owner” under Rule 13d-3 of the Exchange Act. “Beneficial Ownership” shall have the correlative meaning.

               (b) “Blackstone Group” means, collectively, Blackstone FC Communications Partners L.P., Blackstone FC Capital Partners IV, L.P., Blackstone FC Capital Partners IV-A L.P., Blackstone Family FCC L.L.C., Blackstone Participation FCC L.L.C. and Blackstone Communications FCC L.L.C.

               (c) “BOA Stockholders” means, together, BA Capital Company, L.P. and Banc of America Capital Investors SBIC, L.P.

               (d) “Cadet Portion” means, with respect to the Investment Amount of the Macquarie Investor, a portion of such Investment Amount equal to $80,000,000.

               (e) “Communications Act” means the Communications Act of 1934, as amended.

               (f) “Dickey Stockholder Group” means, collectively, Lewis W. Dickey, Jr., John W. Dickey, David W. Dickey, Michael W. Dickey, Lewis W. Dickey, Sr. and DBBC, L.L.C.

               (g) “FCC” means the Federal Communications Commission.

               (h) “FCC Applications” means those applications for assignment and/or for transfer of control that Parent will file, or will cause to be filed, with the FCC for its consent to the transactions contemplated by the Merger Agreement, which applications will, to the extent required by FCC Regulations, seek consent for the transactions contemplated by this Agreement as well.

               (i) “FCC Regulations” means the rules, regulations, published decisions, published orders, and policies promulgated by the FCC and in effect from time to time.

               (j) “Initial Order” means, collectively, those orders by the FCC (including action duly taken by the FCC’s staff pursuant to delegated authority) granting the FCC Applications.

               (k) “Investment Amount” means, with respect to each Investor, the amount set forth opposite such Investor’s name on Annex B to this Agreement.

               (l) “Investment HSR Clearance” means HSR Clearance in respect of the purchase and sale of the Issued Securities pursuant to this Agreement.

               (m) “Investment Percentage” means, (1) in the case of the Crestview Investor, 39.6%, (2) in the case of the Macquarie Investor, 15.0%, and (3) in

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the case of Parent, 45.4%. For the avoidance of doubt, the Investment Percentages set forth in this definition shall not be amended or modified as a result of any sell-down by the Macquarie Investor as provided in Section 5.15.

               (n) “Investor Party” means, with respect to any Investor, each of such Investor and any of such Investor’s former, current or future equity holders, controlling persons, directors, officers, employees, agents, general or limited partners, managers, management companies, members, stockholders, Affiliates or assignees, including pursuant to Sections 5.15 and 5.16 hereof, and any and all former, current or future equity holders, controlling persons, directors, officers, employees, agents, general or limited partners, managers, management companies, members, stockholders, Affiliates or assignees of any of the foregoing, and any and all former, current or future heirs, executors, administrators, trustees, successors or assigns of any of the foregoing.

               (o) “Investor Warrants” means the Class A Warrants and the Class B Warrants.

               (p) “Macquarie Equity Commitment Fee” means (i) in respect of the period commencing on the Cadet Signing Date and ending March 25, 2011, $169,863.00, and (ii) thereafter, an amount, calculated on a daily basis, equal to 3.1% per annum on the dollar amount of the Cadet Portion of the Macquarie Investor’s Investment Amount outstanding from time to time and not terminated by Parent; provided, however, if the Investment Closing does not occur on or prior to the one year anniversary of the Cadet Signing Date, the foregoing rate, solely with respect to the period following such one year anniversary, shall increase to 6.2% per annum.

               (q) “Macquarie Syndication Fee” means an amount equal to $169,863.00.

               (r) “Non-U.S. Person” means any Person that, for purposes of the Communications Act (including Section 310(b) of the Communications Act) and the FCC Regulations, is an alien, or a representative of an alien, or a foreign government or representative thereof, or a corporation organized under the laws of a foreign country (each an “Alien” and collectively, “Aliens”), or any other entity (1) that is subject to or deemed to be subject to control by Aliens or (2) the majority of the equity of which is owned, controlled on a de jure or de facto basis by, voted by, or held for the benefit of, Aliens.

               (s) “Parent Series C Preferred” means the Series C Convertible and Exchangeable Preferred Stock of Parent having substantially the terms set forth on Exhibit I to this Agreement.

               (t) “Parent Significant Stockholders” means each of (i) the Crestview Investor, (ii) the Dickey Stockholder Group, (iii) the Blackstone Group, (iv) the BOA Stockholders, (v) if the Macquarie Investor purchases at the Investment Closing Class B Warrants initially exercisable for at least 10,368,663 shares of Parent Class B Common Stock, the Macquarie Investor, and (vi) if the UBS Investor purchases Class B

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Warrants initially exercisable for at least 11,520,737 shares of Parent Class B Common Stock, the UBS Investor.

               (u) “Parties” means Parent and each of the Investors.

               (v) “Syndication Portion” means, with respect to the Investment Amount of the Macquarie Investor, a portion of such Investment Amount equal to $45,000,000.

               (w) “Transfer” shall mean a transfer, sale, assignment, hypothecation or other disposition.

ARTICLE II
PURCHASE; INVESTMENT CLOSING

          2.1 Purchase.

               (a) On the terms and subject to the conditions set forth herein, at the Investment Closing, Parent shall issue and sell (1) to the Crestview Investor, a number of shares of Parent Class A Common Stock equal to the quotient obtained by dividing (A) the Investment Amount of the Crestview Investor (as each Investor’s Investment Amount may be reduced pursuant to Section 2.1(b) (such amount, the “Actual Investment Amount”)) by (B) Four Dollars Thirty-Four Cents ($4.34) (the “Price Per Share”), (2) subject to the limitations contained in the Communications Act and FCC Regulations as to ownership and voting of securities of an entity regulated by the FCC, to the UBS Investor, Class B Warrants initially exercisable for a number of shares of Parent Class B Common Stock equal to the quotient obtained by dividing (A) the Investment Amount of the UBS Investor (as such amount shall be reduced in the case of, and to the extent of, any sell-downs by the UBS Investor pursuant to Section 5.16) by (B) the Price Per Share, and (3) subject to the limitations contained in the Communications Act and FCC Regulations as to ownership and voting of securities of an entity regulated by the FCC, to the Macquarie Investor, Class B Warrants initially exercisable for a number of shares of Parent Class B Common Stock equal to the quotient obtained by dividing (A) the Macquarie Investor’s Actual Investment Amount (as such amount shall be reduced in the case of, and to the extent of, any sell-downs by the Macquarie Investor pursuant to Section 5.15) by (B) the Price Per Share; provided, that the Macquarie Investor may, in lieu thereof, elect in its discretion to receive shares of Parent Straight Preferred having an aggregate initial liquidation value equal to the Macquarie Investor’s Actual Investment Amount. Such election (which may be made in whole or in part) shall be made by the Macquarie Investor by irrevocable written notice to Parent and the Crestview Investor not less than eight (8) Business Days prior to the Investment Closing. The terms of the Parent Straight Preferred shall be set forth in a certificate of designations relating to the Parent Straight Preferred upon the terms set forth on Exhibit E (the “Straight Preferred Certificate of Designations”).

               (b) If, as of the Election Deadline, the aggregate number of Company Shares and Company Warrants that the holders thereof elect to have converted

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at the Effective Time into Parent Shares pursuant to the Merger Agreement exceeds the aggregate number of Company Shares and Company Warrants that would be converted at the Effective Time into Parent Shares in the “Max Cash” scenario in which the aggregate Cash Consideration is equal to the Cash Consideration Cap, the Investment Amount of the Crestview Investor and the Cadet Portion of the Investment Amount of the Macquarie Investor shall be automatically reduced by an aggregate amount equal to the product of (1) such excess aggregate number of Company Shares and Company Warrants and (2) $37.00. Such reduction shall be applied to the Investment Amounts of the Crestview Investor and the Macquarie Investor as follows: (A) first (but only as to the first $50,000,000 of such reduction), to the Investment Amount of the Crestview Investor, on the one hand, and the Cadet Portion of the Investment Amount of the Macquarie Investor, on the other, 50/50, on a dollar-for-dollar basis, and (B) second (as to amounts in excess of $50,000,000), to the Cadet Portion of the Investment Amount of the Macquarie Investor, but not less than zero. Notwithstanding anything in this Agreement to the contrary: (i) the minimum Investment Amount of the Crestview Investor will be $225,000,000 and, even if the Investment Amount of the Crestview Investor would not be reduced by operation of the preceding sentence by virtue of Company shareholder elections, Parent may reduce the Investment Amount of the Crestview Investor to $225,000,000 upon written notice to the Crestview Investor not later than the earlier of (x) 20 Business Days prior to the Investment Closing and (y) 5 Business Days after the Election Deadline; (ii) Parent will have the right to terminate the Cadet Portion of the Macquarie Investor’s Investment Amount, in whole or in part, at any time prior to the Investment Closing upon written notice to the Macquarie Investor, provided any such termination, once made, is irrevocable; (iii) in the event that Parent either sells more equity or Holdco borrows more money under the Debt Financing than is reflected in the “Max Cash” scenario of the Sources and Uses in the form provided by Parent to the Investors contemporaneously with the execution of this Agreement, with the result that Parent does not, as determined by Parent in its sole and absolute discretion, require the full Investment Amount of the Macquarie Investor to consummate the transactions contemplated by the Merger Agreement, then Parent shall notify the Macquarie Investor not later than eight (8) Business Days prior to the Investment Closing of the amount of the Macquarie Investor’s Investment Amount that is as a result thereof not required and the Macquarie Investor may elect to reduce its Investment Amount in its sole discretion to the extent not so needed by Parent, by written notice to Parent not more than six (6) Business Days after such notice from Parent, provided that once made, such reduction is irrevocable; and (iv) Parent may, by written notice, request that the Syndication Portion of the Macquarie Investor’s Investment Amount be reduced, in whole or in part, at any time prior to the Investment Closing; provided any such reduction shall be made at the Macquarie Investor’s sole discretion and, once made, such reduction is irrevocable. Parent shall promptly provide to the Investors information that it receives regarding the election by Company shareholders of the consideration to be received under the Merger Agreement.

          2.2 Crestview Investor Warrants. On the terms and subject to the conditions set forth herein, at the Investment Closing, Parent shall issue to the Crestview Investor for no additional consideration, and the Crestview Investor shall receive from Parent, Class A Warrants to purchase Seven Million Seven Hundred Seventy-Six

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Thousand Four Hundred Ninety Eight (7,776,498) shares of Parent Class A Common Stock at an exercise price of Four Dollars Thirty-Four Cents ($4.34) per share.

          2.3 Investment Closing. Subject to the satisfaction or waiver of the conditions set forth in this Agreement (other than those conditions that by their nature are to be satisfied by actions taken at the Investment Closing, but subject to the satisfaction or waiver of those conditions), the closing of the issuance and sale of the Issued Securities to the Investors pursuant hereto (the “Investment Closing”) shall occur concurrently with and at the same location as the Closing under the Merger Agreement. The date the Investment Closing occurs is referred to as the “Investment Closing Date.”

          2.4 Parent Deliveries. At the Investment Closing, Parent shall deliver, or cause to be delivered:

               (a) (1) to the Crestview Investor, a stock certificate representing the applicable number of shares of Parent Class A Common Stock being purchased by it as calculated in accordance with Section 2.1(a), (2) to the UBS Investor, Class B Warrants to purchase a number of shares of Parent Class B Common Stock, as calculated in accordance with Section 2.1(a), and (3) to the Macquarie Investor, Class B Warrants to purchase a number of shares of Parent Class B Common Stock and/or a stock certificate representing the applicable number of shares of Parent Straight Preferred, each as calculated in accordance with Section 2.1(a), in each case, free and clear of all Liens;

               (b) to each of the Macquarie Investor and the Crestview Investor, payment of an equity commitment fee equal to Ten Million Dollars ($10,000,000) by wire transfer(s) of immediately available funds to bank accounts designated by the Macquarie Investor and the Crestview Investor, respectively, no less than two (2) Business Days prior to the Investment Closing (which equity commitment fee, for the avoidance of doubt, will not be reduced in the event the Macquarie Investor syndicates a portion of its Investment Amount as provided in Section 5.15);

               (c) to the Crestview Investor, Class A Warrants to purchase, at an exercise price of Four Dollars Thirty-Four Cents ($4.34) per share, the number of shares of Parent Class A Common Stock set forth in Section 2.2;

               (d) to the Macquarie Investor, payment by wire transfer of immediately available funds to a bank account designated by the Macquarie Investor no less than two (2) Business Days prior to the Investment Closing of an amount equal to the aggregate of the Macquarie Syndication Fee and the Macquarie Equity Commitment Fee;

               (e) to the Crestview Investor, the Monitoring Agreement, duly executed by Parent;

               (f) to each Investor, the Registration Rights Agreement, duly executed by Parent;

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               (g) to each Investor that is a Parent Significant Stockholder, the Stockholders Agreement, duly executed by Parent and the Parent Significant Stockholders;

               (h) to the Crestview Investor, evidence of the appointment of two (2) directors (one (1) of whom shall be Jeffrey Marcus and the other of whom shall be Tom Murphy, Barry Volpert or Brian Cassidy or, in each case, any other individual reasonably acceptable to Parent) designated by the Crestview Investor to the Parent Board, including the appointment of Jeffrey Marcus as the lead director of the Parent Board;

               (i) to each Investor, a certificate, dated as of the Investment Closing Date, signed on behalf of Parent by the Chief Executive Officer or the Chief Financial Officer of Parent, certifying as to the fulfillment of the conditions set forth in Sections 6.3(a) and (b);

               (j) to the Macquarie Investor, evidence of the filing of the Straight Preferred Certificate of Designations with the Delaware Secretary of State (to the extent applicable in accordance with Section 2.1(a)) and such other agreements implementing the terms of Exhibit E duly executed by Parent and Holdco, to the extent such terms are not otherwise provided for in the Straight Preferred Certificate of Designations; and

               (k) to each Investor, a copy of (1) the amended and restated certificate of incorporation of Parent, as amended by the Parent Charter Amendment, and (2) a copy of the bylaws of Parent (which shall not have been amended since the date hereof), in each case, as in effect as of the Investment Closing Date.

          2.5 Investor Deliveries. At the Investment Closing, each Investor (or, in the case of Section 2.5(b), the Crestview Investor) shall deliver, or cause to be delivered, to Parent:

               (a) payment by such Investor of an amount equal to its Actual Investment Amount by wire transfer(s) of immediately available funds to a bank account designated by Parent no less than two Business Days prior to the Investment Closing;

               (b) the Monitoring Agreement, duly executed by the Crestview Investor;

               (c) the Registration Rights Agreement, duly executed by such Investor;

               (d) the Stockholders Agreement, to the extent such Investor is a Parent Significant Stockholder, duly executed by such Investor; and

               (e) a certificate, dated as of the Investment Closing Date, signed on behalf of such Investor by an authorized signatory of such Investor, certifying as to the fulfillment of the conditions set forth in Sections 6.2(a) and (b) by such Investor.

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          2.6 Independent Nature of Investors’ Obligations and Rights. The obligations of each Investor under this Agreement are several and not joint with the obligations of the other Investors, and no Investor shall be responsible in any way for the performance of the obligations of any other Investor under this Agreement. Nothing contained herein, and no action taken by any Investor pursuant hereto, shall be deemed to constitute the Investors as a partnership, an association, a joint venture or any other kind of entity, or create a presumption that the Investors are in any way acting in concert or as a group with respect to such obligations or the Investment Transactions. Each Investor shall be entitled to independently protect and enforce its rights, including the rights arising out of this Agreement, and it shall not be necessary for any other Investor to be joined as an additional party in any proceeding for such purpose.

ARTICLE III
REPRESENTATIONS AND WARRANTIES

          3.1 Representations and Warranties of Parent. Parent hereby represents and warrants to each Investor as follows:

               (a) Valid Issuance. The Issued Securities to be issued pursuant to this Agreement will be duly authorized and validly issued and, at the Investment Closing, all such Issued Securities will be fully paid, nonassessable and free of preemptive rights, with no personal liability attaching to the ownership thereof, and will be free and clear of all Liens.

               (b) Corporate Existence; Authority; No Violation.

                    (1) Parent is a corporation validly existing under the Laws of the jurisdiction of its organization. Parent has the corporate power and authority to own or lease all of its properties and assets and to carry on its business as it is now being conducted.

                    (2) Parent has the corporate power and authority to execute and deliver this Agreement and to consummate the Investment Transactions. The execution and delivery of this Agreement and the consummation of the Investment Transactions (other than approval of the New Incentive Plan) have been duly and validly approved by the Parent Board. The Parent Board has determined that this Agreement, the Investment Transactions and the Parent Charter Amendment are advisable to and are in the best interests of Parent and its stockholders and, except for such consents and approvals of Parent’s stockholders as have been obtained prior to or contemporaneously with the execution of this Agreement and provided to each Investor, no other corporate proceedings on the part of Parent are necessary to approve this Agreement and to consummate the Investment Transactions (other than approval of the New Incentive Plan). This Agreement has been duly and validly executed and delivered by Parent and (assuming the due authorization, execution and delivery by the Investors) constitutes the valid and binding obligation of Parent.

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                    (3) Neither the execution and delivery of this Agreement by Parent, nor the consummation of the Investment Transactions, nor compliance by Parent with any of the terms or provisions of this Agreement, will violate any provision of the Parent Charter or the Parent Bylaws.

               (c) Parent Reports. Except as would not have a Material Adverse Effect on Parent, (1) none of the Parent Reports filed by Parent since December 31, 2007, as of the date of such Parent Report (or, if amended prior to the date hereof, as of the date of the last amendment and filing thereof), contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of circumstances under which they were made, not misleading and (2) Parent has timely filed all Parent Reports that were required to be filed by Parent since December 31, 2007 and has complied as to form in all material respects with the published rules and regulations of the SEC with respect thereto.

               (d) Debt Financing. Parent has delivered to each Investor true, correct and complete copies, as of the date of this Agreement, of an executed Debt Commitment Letter to provide, subject to the terms and conditions therein, Debt Financing. As of the date hereof, the Debt Commitment Letter has not been amended or modified and the commitment contained in such letter has not been withdrawn or rescinded in any respect. Parent or Holdco has fully paid or is paying, or has caused or is causing to be fully paid, substantially contemporaneously with the execution and delivery of this Agreement, any and all commitment fees or other fees in connection with the Debt Commitment Letter that are payable on or prior to the date hereof. The net proceeds contemplated by the Debt Commitment Letter, together with the net proceeds contemplated by the equity commitments of the Investors hereunder and cash and cash equivalents available to Parent, will, in the aggregate, be sufficient to consummate the Transactions upon and in accordance with the terms and conditions contemplated by the Merger Agreement and this Agreement.

          3.2 Representations and Warranties of the Investors. Each Investor, severally and not jointly, hereby represents and warrants to Parent solely with respect to itself that:

               (a) Organization. Such Investor is duly organized, validly existing and in good standing under the Laws of the jurisdiction of its organization. Such Investor has corporate or other power and authority to own or lease all of its properties and assets and to carry on its business as it is now being conducted.

               (b) Authority; No Violation.

                    (1) Such Investor has the corporate or other power and authority to execute and deliver this Agreement and to consummate the Investment Transactions. The execution and delivery of this Agreement by such Investor and the consummation of the Investment Transactions have been duly and validly approved by the board of directors or other governing body of such Investor and no other corporate or

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other proceedings on the part of such Investor are necessary to approve this Agreement and to consummate the Investment Transactions. This Agreement has been duly and validly executed and delivered by such Investor and (assuming due authorization, execution and delivery by Parent and the other Investor) constitutes the valid and binding obligations of such Investor.

                    (2) Assuming the truth and accuracy of the representations and warranties of Parent contained in Section 3.1(b)(3), neither the execution and delivery of this Agreement by such Investor, nor the consummation of the Investment Transactions, nor compliance by such Investor with any of the terms or provisions of this Agreement, will violate any provision of the organizational or governing documents of such Investor.

               (c) Purchase for Investment. Such Investor acknowledges that the Securities have not been registered under the Securities Act or under any state securities Laws. Such Investor (1) is acquiring the Securities pursuant to an exemption from registration under the Securities Act with no present intention to distribute any of the Securities to any Person in violation of the Securities Act, (2) acknowledges that it shall be prohibited from selling or otherwise disposing of any of the Securities except in compliance with the registration requirements or exemption provisions of the Securities Act and any other applicable securities Laws, (3) has such knowledge and experience in financial and business matters and in investments of this type that it is capable of evaluating the merits and risks of its investment in the Securities and of making an informed investment decision and (4) is an “accredited investor” (as that term is defined by Rule 501 of the Securities Act).

               (d) Financial Capability. With respect to the Crestview Investor: (i) such Investor has delivered to Parent a true, correct and complete copy, as of the date of this Agreement, of an executed equity commitment letter from the Crestview Funds (the “Crestview Equity Commitment Letter”), pursuant to which the Crestview Funds have committed, subject to the terms and conditions therein, to invest the cash amounts set forth therein (the “Crestview Investment Commitment”); and (ii) as of the date of this Agreement, the Crestview Equity Commitment Letter has not been amended or modified and the Crestview Investment Commitment contained in such letter has not been withdrawn or rescinded in any respect.

               (e) Non-U.S. Person Status. The Crestview Investor represents and warrants that it is not a Non-U.S. Person. The UBS Investor represents and warrants that it is a Non-U.S. Person. The Macquarie Investor represents and warrants that it is a Non-U.S. Person.

ARTICLE IV
COVENANTS

          4.1 Conduct of Business Prior to the Investment Closing. During the period from the Cadet Signing Date to the Investment Closing, except as expressly contemplated or permitted by this Agreement or a provision of Section 5.3 of the Parent

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Disclosure Letter delivered pursuant to the Merger Agreement, Parent will, and will cause each of the Parent Subsidiaries to, (a) use commercially reasonable efforts to maintain and preserve in all material respects intact its business organization, Employees and advantageous business relationships and retain the services of its key officers and key Employees and (b) use reasonable best efforts to comply in all material respects with the Communications Act and FCC Regulations in the operation of its businesses regulated by the FCC.

          4.2 Parent Forbearances. During the period from the Cadet Signing Date to the Investment Closing, except as expressly contemplated or permitted by this Agreement or Section 5.3 of the Parent Disclosure Letter delivered pursuant to the Merger Agreement, Parent will not, and Parent will not permit any of the Parent Subsidiaries to, without the prior written consent of each of the Investors (each in its reasonable discretion), take any of the actions set forth in Sections 5.3(a) through (i) of the Merger Agreement.

          4.3 Regulatory Matters; Third Party Consents.

               (a) Parent will promptly prepare and file with the SEC the Joint Proxy/Information Statement and Parent will promptly prepare and file with the SEC the Form S-4 in which the Joint Proxy/Information Statement will be included as a prospectus. Parent will use its commercially reasonable efforts to have the Form S-4 declared effective under the Securities Act as promptly as practicable after such filing, and thereafter mail or deliver the Joint Proxy/Information Statement to its respective stockholders.

               (b) Parent, on the one hand, and each Investor, on the other hand, will cooperate with each other and use their respective commercially reasonable efforts to promptly prepare and file, or cooperate in the filing of, all necessary documentation, including all applications, notices, reports and petitions, to obtain as promptly as practicable all permits, consents, approvals and authorizations of all third parties and Governmental Entities that are necessary or advisable to consummate the Merger Agreement and the Investment Transactions and to comply in all material respects with the terms and conditions of all such permits, consents, approvals and authorizations of all such Governmental Entities. Parent, on the one hand, and each Investor, on the other hand, will have the right to review in advance, and, to the extent practicable, each will consult the other on, in each case subject to applicable Laws relating to the exchange of information, all the information relating to Parent or such Investor, as the case may be, and any of their respective Subsidiaries, which appear in any filing made with, or written materials submitted to, any third party or any Governmental Entity in connection with the Merger Agreement or the Investment Transactions. In exercising the foregoing right, Parent, on the one hand, and each Investor, on the other hand, will act reasonably and as promptly as practicable. Parent, on the one hand, and each Investor, on the other hand, will consult with each other with respect to the efforts to obtain all permits, consents, approvals and authorizations of all third parties and Governmental Entities necessary or advisable to consummate the

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Merger Agreement and the Investment Transactions, and each party will keep the other apprised of the status of those efforts.

               (c) Parent, on the one hand, and each Investor, on the other hand, will, upon request, furnish to the other Parties all information concerning itself, its Subsidiaries, directors, officers and stockholders and such other matters as may be reasonably necessary or advisable in connection with the Joint Proxy/Information Statement, the Form S-4 or any other statement, filing, notice or application made by or on behalf of Parent, such Investor or any of their respective Subsidiaries to any Governmental Entity in connection with the Investment Transactions. Parent shall promptly notify each Investor of the receipt of any comments of the SEC staff with respect to the Joint Proxy/Information Statement and of any requests by the SEC for any amendment or supplement thereto or for additional information and shall provide to such Investor, as promptly as reasonably practicable, copies of all written correspondence between Parent or any of its Representatives and the SEC with respect to the Joint Proxy/Information Statement. If comments are received from the SEC staff with respect to the preliminary Proxy Statement, Parent shall use its commercially reasonable efforts to respond as promptly as reasonably practicable to such comments. Parent shall provide each Investor and its legal counsel with a reasonable opportunity to review any amendment or supplement to each of the preliminary and the definitive Joint Proxy/Information Statement prior to filing with the SEC and shall cooperate with each Investor with respect to additions, deletions or changes suggested by such Investor in connection therewith. Each Investor shall promptly provide Parent with such information as may be required to be included in the Joint Proxy/Information Statement or as may be reasonably required to respond to any comment of the SEC staff.

               (d) Parent, on the one hand, and each Investor, on the other hand, will promptly advise the other Parties upon receiving any communication from any Governmental Entity relating to any consent or approval which is required for consummation of the Merger Agreement or the Investment Transactions, including the Merger Closing Conditions.

               (e) Each Investor will promptly take all commercially reasonable actions necessary (1) to secure the Investment HSR Clearance and/or to resolve any objections asserted by any Governmental Entity with respect to the Investment Transactions under any antitrust Law and (2) to prevent the entry of, and to have vacated, lifted, reversed or overturned, any decree, judgment, Injunction or other order that would prevent, prohibit, restrict or delay the consummation of the Investment Transactions; provided, that no Investor shall be required by this Section 4.3(e) to take or agree to undertake any action, including entering into any consent decree, hold separate order or other arrangement, that would, in the reasonable judgment of such Investor, materially impact the value or benefits to such Investor of the transactions contemplated hereby (whether by reason of impact on such Investor’s existing business or assets or on Parent’s business or assets).

               (f) Parent, on the one hand, and each Investor, on the other hand, will (A) diligently take, or cooperate in the taking of, all necessary, desirable,

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proper and commercially reasonable actions, and provide any additional information, reasonably required or requested by the FCC with respect to the FCC Applications, (B) keep the other informed of any material communications (including any meeting, conference or telephonic call) and will provide the other copies of all correspondence, including electronic correspondence, between it (or its advisors) and the FCC with respect to the FCC Applications, (C) permit the other to review any material communication relating to the FCC Applications to be given by it to the FCC, (D) use reasonable efforts to notify the other in the event it becomes aware of any other facts, actions, communications or occurrences that might directly or indirectly adversely affect the FCC’s timely approval of the FCC Applications; (E) cooperate in the preparation and filing of oppositions to any petitions to deny or other objections filed with respect to the FCC Applications and any requests for reconsideration or judicial review of the Initial Order, and (F) not take any action that would reasonably be expected to materially delay, materially impede or prevent receipt of approval of the Initial Order. Parent shall be permitted to execute or agree (orally or otherwise) to any settlements, undertakings, consent decrees, stipulations or other agreements in respect of any Investor or any FCC Application without such Investor’s prior written consent (not to be unreasonably withheld); provided, that prior written consent of such Investor to any such settlement, undertaking, consent decree, stipulation or other agreement shall be required to the extent that such settlement, undertaking, consent decree, stipulation or other agreement would reasonably be expected to materially and adversely diminish the benefits expected to be derived by such Investor from the transactions contemplated hereby (whether by reason of impact on such Investor’s existing businesses or assets or on Parent’s business or assets).

          4.4 Access to Information.

               (a) Upon reasonable notice and subject to applicable Laws relating to the exchange of information, Parent will, and will cause each of its Subsidiaries to, afford to each Investor and its Representatives, reasonable access, during normal business hours during the period prior to the Investment Closing Date, to all its personnel, properties, books, Contracts, commitments and records, and, during such period, the Parties will, and will cause its Subsidiaries to, make available to the other party (1) a copy of each report, schedule, registration statement and other document filed or received by it during such period pursuant to the requirements of federal or state securities Laws (other than reports or documents that such party is not permitted to disclose under applicable Law) and (2) all other information concerning its business, properties and personnel as the other may reasonably request. Neither Parent nor any of its Subsidiaries will be required to provide access to or to disclose information where such access or disclosure would jeopardize the attorney-client privilege of Parent or its Subsidiaries or contravene any Law, rule, regulation, order, judgment, decree, fiduciary duty or binding agreement entered into prior to the date of this Agreement. The Parties will make appropriate substitute disclosure arrangements under circumstances in which the restrictions of the preceding sentence apply. In addition to the foregoing, from the period beginning immediately after the receipt of Investment HSR Clearance until the Investment Closing Date, Parent will use its reasonable best efforts to (A) afford each Investor and its authorized Representatives full and free access, during regular business

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hours, to Parent’s personnel and allow such Investor to hold meetings with such personnel; (B) afford each Investor the right to visit and inspect Parent’s properties; and (C) provide each Investor with copies of Parent’s weekly pacing reports and monthly P&L reports on a market basis and any other reports reasonably requested by such Investor.

               (b) From and after the Investment Closing Date, each Party shall, and shall cause its Affiliates and Representatives to, treat all materials and information provided pursuant to this Agreement as confidential. Notwithstanding the foregoing, the restrictions set forth in this Section 4.4(b) shall not apply to the extent that any Person otherwise restricted hereunder can demonstrate that the applicable information (1) was acquired on a non-confidential basis by such Person, (2) is in the public domain through no fault of such Person or any of its Affiliates or Representatives or (3) is required to be disclosed by applicable Law (whether by deposition, interrogatory, request for documents, subpoena, civil investigative demand or similar process) after providing prompt written notice of such request to the extent practical and permitted so that the other Party may seek an appropriate protective order or other appropriate remedy.

               (c) No investigation by any Party or its Representatives will affect the representations and warranties of any Party set forth in this Agreement.

          4.5 Advice of Changes. Parent and each Investor will promptly advise the other Parties of any change or event (a) having, or that would be reasonably likely to have, individually or in the aggregate, a Material Adverse Effect on Parent or materially adversely affect such Investor’s ability to consummate the Investment Transactions, as the case may be or (b) that it believes would, or would be reasonably likely to, cause or constitute a material breach of any of its representations, warranties or covenants contained in this Agreement, except that (1) no such notification will affect the representations, warranties or covenants of the Parties (or remedies with respect thereto) or the conditions to the obligations of the Parties under this Agreement and (2) a failure to comply with this Section 4.5 will not constitute the failure of any condition set forth in Article VI to be satisfied unless the underlying effect or material breach would independently result in the failure of a condition set forth in Article VI to be satisfied.

ARTICLE V
ADDITIONAL AGREEMENTS

          5.1 Cumulus Media Partners. Parent shall use commercially reasonable efforts to, on or before the Investment Closing Date, consummate the transactions contemplated by that certain Exchange Agreement, dated as of January 31, 2011, by and among Parent, The Blackstone Group and the other parties signatory thereto (the “Exchange Agreement”) and shall make all necessary consents, approvals and filings contemplated therein. Parent will promptly advise the Investors upon receiving any material communication from any Governmental Entity, the consent or approval of which is required for consummation of the transactions contemplated by the Exchange Agreement. Without the prior written consent of each Investor (in each case, not to be

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unreasonably withheld), Parent will not effect any material amendment to the terms of the Exchange Agreement.

          5.2 Certain Transactions. Parent shall not merge or consolidate into, or sell, transfer or lease all or substantially all of its property or assets to, any other party unless the successor, transferee or lessee party, as the case may be (if not Parent), expressly assumes the due and punctual performance and observance of each and every covenant and condition of this Agreement to be performed and observed by Parent.

          5.3 Nasdaq Stock Market Listing. Parent will use commercially reasonable efforts to cause the shares of Parent Class A Common Stock to be issued pursuant to this Agreement and the shares of Parent Class A Common Stock reserved for issuance pursuant to the exercise of the Investor Warrants or reserved for conversion or exchange of Class B Warrant Shares or conversion of Parent Series C Preferred, to be approved for listing on the Nasdaq Stock Market, subject to official notice of issuance, prior to the Investment Closing.

          5.4 Monitoring Fee. At or prior to the Investment Closing, Parent and the Crestview Investor shall enter into a customary monitoring agreement pursuant to which Parent will pay to an Affiliate of the Crestview Investor designated by the Crestview Investor a monitoring fee in the amount set forth on Exhibit F, payable quarterly in arrears, until the fifth (5^th) anniversary of the Investment Closing (the “Monitoring Agreement”).

          5.5 Registration Rights Agreement. Prior to the Investment Closing, each Party shall negotiate in good faith with the other Parties to enter into, concurrently with the Investment Closing, the Registration Rights Agreement.

          5.6 Stockholders Agreement. Prior to the Investment Closing, each Party shall negotiate in good faith with the Parent Significant Stockholders and the other Parties to enter into, concurrently with the Investment Closing, the Stockholders Agreement.

          5.7 Shareholder Rights Plan. On the Investment Closing Date, the Parent Board shall adopt a shareholders rights plan substantially upon terms the terms set forth in Exhibit G.

          5.8 Employee Incentive Plan. Parent shall, prior to distribution of the Joint Proxy/Information Statement to its stockholders, submit to its stockholders, whether at a meeting or by majority action taken by written consent without a meeting, a proposal to approve a new employee incentive equity plan substantially upon terms set forth in Exhibit H (the “New Incentive Plan”), and, contemporaneously with the Investment Closing, shall make the grant of initial awards thereunder that is described in Exhibit H.

          5.9 Debt Commitments.

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               (a) Parent hereby affirms and agrees that it is bound by the provisions set forth in its Debt Commitment Letter and that each of the Macquarie Investor and the Crestview Investor, or its Affiliate, is in accordance with the terms of such Debt Commitment Letter an express third-party beneficiary thereof, subject to the limitations set forth in such Debt Commitment Letter, and that the Debt Commitment Letter provides that the Financing Documentation (as defined in the Debt Commitment Letter) shall contain equivalent provisions upon execution thereof in respect of periods prior to the Effective Time of the Merger. Parent shall not, without the consent of the Macquarie Investor or the Crestview Investor, as the case may be, amend or waive such requirement that the Financing Documentation contain such equivalent third-party beneficiary provisions with respect to such Investor.

               (b) Parent will use its reasonable best efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper or advisable to arrange and obtain the Debt Financing on the terms and conditions described in the Debt Commitment Letters and will not permit any amendment or modification to be made to, or any waiver of any provision or remedy under, the Debt Commitment Letters and, to the extent definitive agreements with respect to the Debt Financing have been entered into, such agreements (but solely with respect to such actions to be taken prior to the Effective Time of the Merger), without the prior written consent of each Investor. Without limiting the foregoing, Parent shall use commercially reasonable efforts to negotiate and enter into definitive agreements with respect to the Debt Commitment Letters on terms and conditions contained in the Debt Commitment Letters or consistent in all material respects with the Debt Commitment Letters as promptly as practicable after the date of this Agreement. In the event that Parent is unable to enter into such definitive agreements, Parent shall cooperate and consult with the Investors to arrange and obtain alternative debt financing if so elected by any Party, which will be on terms acceptable to the Investors.

               (c) Parent shall use reasonable best efforts to (1) provide the Investors and their Representatives with a reasonable opportunity to participate with Parent in all discussions (including any meeting, conference or telephonic call) with any lender providing a commitment under a Debt Commitment Letter and (2) consult with the Investors on all definitive agreements with respect to any Debt Commitment Letter and (3) cooperate with the Investors with respect to additions, deletions or changes suggested by the Investors in connection therewith.

               (d) The rights and obligations contained in Section 5.9(c)(3) shall not apply to the Macquarie Investor to the extent (and only to the extent) that such rights or obligations involve actions to be taken directly in respect of any Affiliate of the Macquarie Investor that is party to a Debt Commitment Letter, acting in its capacity as a lender. For the avoidance of doubt, this Section 5.9(d) shall not apply to any actions to be taken directly in respect of the lead arranger, administrative agent or any other lender under the Debt Financing that is not an Affiliate of the Macquarie Investor.

               (e) The rights and obligations contained in Section 5.9(c)(3) shall not apply to the UBS Investor to the extent (and only to the extent) that such rights

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or obligations involve actions to be taken directly in respect of any Affiliate of the UBS Investor that is party to a Debt Commitment Letter, acting in its capacity as a lender. For the avoidance of doubt, this Section 5.9(e) shall not apply to any actions to be taken directly in respect of the lead arranger, administrative agent or any other lender under the Debt Financing that is not an Affiliate of the UBS Investor.

          5.10 Actions under this Agreement and the Merger Agreement. Neither Parent nor any of its Subsidiaries shall (a) waive compliance with any covenants, agreements or conditions to closing specified in Article VII of the Merger Agreement (the “Merger Closing Conditions”), (b) amend or modify the Merger Agreement, (c) terminate the Merger Agreement, (d) agree to set the Election Deadline on a date that is fewer than ten (10) Business Days preceding the anticipated Closing Date under the Merger Agreement, or (e) take any other actions with respect to rights and obligations under the Merger Agreement, unless in the case of (a) through (e) above, such action has been approved by each Investor; provided, that Parent and its Subsidiaries may, without the consent of any Investor, extend the End Date to a date that is not later than fifteen (15) months after the Cadet Signing Date; and, provided further, that if any Investor is a Withdrawing Investor pursuant to Section 5.11, then any action described in (a) through (e) above shall require only the approval of the Continuing Investors. In the event that the Merger Closing Conditions are satisfied or, with consent of each Investor (or the Continuing Investor(s), as the case may be), validly waived, any Investors that have funded their respective Investment Amounts or are willing to fund their respective Investment Amounts (each, a “Funding Investor”) may, with the consent of Parent, terminate the participation in the transaction of any such other Investor (the “Failing Investor”) if the Failing Investor does not fund its Investment Amount or asserts in writing its unwillingness to fund its Investment Amount; provided that such termination shall not affect Parent’s or the Funding Investors’ rights against such Failing Investor with respect to such failure to fund, including those set forth in Sections 5.12 and 5.13. Notwithstanding any provisions of this Agreement to the contrary, the Continuing Investors may replace the Failing Investor’s Investment Amount with the consent of Parent (such consent not to be unreasonably withheld). If an Investor becomes a Failing Investor, such Failing Investor shall no longer be entitled to any approval or consent rights under this Agreement.

          5.11 Withdrawing Investor. If there is a right of an Investor to terminate this Agreement with respect to itself, or a right of Parent to terminate the Merger Agreement, pursuant to the terms hereof or thereof, and if such Investor desires to terminate this Agreement with respect to itself, or an Investor desires that Parent terminate the Merger Agreement, as a result thereof, such Investor (the “Withdrawing Investor”) shall notify Parent and the other Investors of such desire. If Parent and the other Investors (each a “Continuing Investor”) desire to consummate the Investment Transactions without any involvement by the Withdrawing Investor, then Parent, the Continuing Investors and the Withdrawing Investor shall cooperate in such reasonable arrangements to permit Parent and the Continuing Investors to proceed with the Investment Transactions and to terminate any liability or obligation of the Withdrawing Investor under this Agreement (other than with respect to any breach by the Withdrawing

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Investor of, as applicable, this Agreement, the Crestview Equity Commitment Letter (solely with respect to the Crestview Investor) and its Sponsor Guarantee prior to the date of the completion of such arrangements).

          5.12 Contribution With Respect to Sponsor Guarantees. In the event that the Merger Agreement is terminated, Parent and each of the Investors shall cooperate in defending any claim that Parent and the Investors are or any one of them is liable to pay the Parent Termination Fee (or any portion thereof) and/or any amounts pursuant to Section 6.13(d) of the Merger Agreement (such amounts, the “6.13(d) Expenses”). Subject to Section 5.13 (including, for the avoidance of doubt, the Investor Liability Cap), in the event that the Merger Agreement is terminated and any of Parent, the Crestview Investor or the Macquarie Investor has paid the Parent Termination Fee (or any portion thereof) and/or any 6.13(d) Expenses in excess of such Party’s pro rata share thereof (based on such Party’s Investment Percentage), each of Parent, the Crestview Investor and the Macquarie Investor hereby covenants and agrees to contribute to the amount paid by the other in respect of the Parent Termination Fee and/or the 6.13(d) Expenses so that each of Parent, the Crestview Investor and the Macquarie Investor will have paid an amount equal to such Party’s pro rata share thereof (based on such Party’s Investment Percentage).

          5.13 Cross Indemnification.

               (a) In the event that (1) the Merger Agreement is terminated and the Parent Termination Fee and/or the 6.13(d) Expenses are payable to the Company thereunder and (2) the Crestview Investor’s breach of its obligations hereunder or under the Crestview Equity Commitment Letter caused the termination giving rise to such obligation to pay the Parent Termination Fee and/or the 6.13(d) Expenses, then the Crestview Investor shall indemnify and hold harmless each of Parent and the Macquarie Investor from and against their respective pro rata shares (based on such Parties’ respective Investment Percentages) of the Parent Termination Fee and/or the 6.13(d) Expenses (the “Crestview Indemnifiable Losses”). For purposes of this Section 5.13(a), the Crestview Investor shall not be deemed to be in breach of its obligations hereunder or under the Crestview Equity Commitment Letter if (A) the conditions set forth in Article VI have been satisfied and (B) the Crestview Investor certifies in writing to Parent and the Macquarie Investor that it is prepared and willing to contribute or cause to be contributed its Investment Amount but the Crestview Investor has not contributed or caused to be contributed its Investment Amount because the Macquarie Investor or the UBS Investor has refused to contribute or cause to be contributed its Investment Amount in breach of this Agreement. Notwithstanding anything herein to the contrary, in no event shall the liability of the Crestview Investor under this Section 5.13(a) exceed the sum of the pro rata shares (based on Investment Percentages) of the Parent and the Macquarie Investor of the Parent Termination Fee and Section 6.13(d) Expenses.

               (b) In the event that (1) the Merger Agreement is terminated and the Parent Termination Fee and/or the 6.13(d) Expenses are payable to the Company thereunder and (2) the Macquarie Investor’s breach of its obligations hereunder caused the termination giving rise to such obligation to pay the Parent Termination Fee and/or

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the 6.13(d) Expenses, then the Macquarie Investor shall indemnify and hold harmless each of Parent and the Crestview Investor from and against Parent’s and the Crestview Investor’s respective pro rata shares (based on such Parties’ respective Investment Percentages) of the Parent Termination Fee and/or the 6.13(d) Expenses (the “Macquarie Indemnifiable Losses”). For purposes of this Section 5.13(b), the Macquarie Investor shall not be deemed to be in breach of its obligations hereunder if (A) the conditions set forth in Article VI have been satisfied and (B) the Macquarie Investor certifies in writing to Parent and the Crestview Investor that it is prepared and willing to contribute or cause to be contributed its Investment Amount but the Macquarie Investor has not contributed or caused to be contributed its Investment Amount because the Crestview Investor or the UBS Investor has refused to contribute or cause to be contributed its Investment Amount in breach of this Agreement or the Crestview Equity Commitment Letter. Notwithstanding anything herein to the contrary, in no event shall the liability of the Macquarie Investor under this Section 5.13(b) exceed the sum of the pro rata shares (based on Investment Percentages) of the Parent and the Crestview Investor of the Parent Termination Fee and Section 6.13(d) Expenses.

               (c) In the event that (1) the Merger Agreement is terminated and the Parent Termination Fee and/or the 6.13(d) Expenses are payable to the Company thereunder and (2) the UBS Investor’s breach of its obligations hereunder caused the termination giving rise to such obligation to pay the Parent Termination Fee and/or the 6.13(d) Expenses, then the UBS Investor shall indemnify and hold harmless each of Parent, the Crestview Investor and the Macquarie Investor from and against their respective pro rata shares (based on such Parties’ respective Investment Percentages) of the Parent Termination Fee and/or the 6.13(d) Expenses (the “UBS Indemnifiable Losses”). For purposes of this Section 5.13(c), the UBS Investor shall not be deemed to be in breach of its obligations hereunder if (A) the conditions set forth in Article VI have been satisfied and (B) the UBS Investor certifies in writing to Parent, the Crestview Investor and the Macquarie Investor that it is prepared and willing to contribute or cause to be contributed its Investment Amount but the UBS Investor has not contributed or caused to be contributed its Investment Amount because the Crestview Investor or the Macquarie Investor has refused to contribute or cause to be contributed its Investment Amount in breach of this Agreement or the Crestview Equity Commitment Letter. Notwithstanding anything herein to the contrary, in no event shall the liability of the UBS Investor under this Section 5.13(c) exceed the sum of the pro rata shares (based on Investment Percentages) of the Parent, the Crestview Investor and the Macquarie Investor of the Parent Termination Fee and Section 6.13(d) Expenses.

               (d) In the event that (1) the Merger Agreement is terminated and the Parent Termination Fee and/or the 6.13(d) Expenses are payable to the Company thereunder and (2) the termination giving rise to such obligation to pay the Parent Termination Fee and/or the 6.13(d) Expenses was not caused by (A) the breach of any Investor hereunder or under the Crestview Equity Commitment Letter (solely with respect to the Crestview Investor) or (B) the failure of any lender to provide the Debt Financing to Holdco at the Closing in breach of the Debt Commitment Letters or, to the extent definitive agreements with respect to the Debt Commitment Letters have been

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entered into, such agreements, then Parent shall indemnify and hold harmless each Investor from and against the Parent Termination Fee and/or the 6.13(d) Expenses.

               (e) Parent agrees that if the Transactions are not consummated due to the failure of any lender to provide the Debt Financing to Holdco at the Closing in breach of the Debt Commitment Letters or, to the extent definitive agreements with respect to the Debt Commitment Letters have been entered into, such agreements, then each of the Crestview Investor and the Macquarie Investor, or its Affiliate, shall be entitled to bring or maintain any claim, action or proceeding against any lender in connection with such Debt Financing, subject to the terms and conditions of the Debt Commitment Letter, for any damages resulting from such breach and shall be entitled to recover (on a pro rata basis with Parent based on such Investor’s Investment Percentage) any proceeds received by Parent as a result of any recovery, judgment or damages of any kind against any lender.

               (f) To the extent that the amount paid by either the Crestview Investor or the Macquarie Investor, as the case may be, pursuant to the Merger Agreement or its Sponsor Guarantee, in respect of the 6.13(d) Expenses, exceeds such Investor’s pro rata share (based on Investment Percentages) of $600,000, Parent shall indemnify such Investor for the amount of such excess.

          5.14 Notice of Closing. Parent will use its reasonable best efforts to provide each Investor with at least fifteen (15) days’ prior notice of the Closing Date under the Merger Agreement. Any notices or correspondence received by Parent under, in connection with, or related to the Merger Agreement shall be promptly provided to each Investor in accordance with Section 8.4(a).

          5.15 Macquarie Investor Syndication. Prior to the Investment Closing, the Macquarie Investor shall have the opportunity to sell or assign to third parties up to the full amount of the Syndication Portion of the Macquarie Investor’s aggregate Investment Amount (the “Macquarie Investor Syndication”) and Parent agrees, at Macquarie Investor’s request, to sell any of the Macquarie Investor’s Investment Amount sold or assigned in the Macquarie Investor Syndication directly to such assignees; provided, that (a) no such assignment or purchase will relieve the Macquarie Investor of its obligations hereunder; (b) any such purchaser or assignee will not be entitled to purchase Parent Straight Preferred and instead will only be entitled to purchase shares of Parent Class A Common Stock (if not a Non-U.S. Person), Parent Series C Preferred or, if a Non-U.S. Person, Class B Warrants, and (c) the Macquarie Investor will not be permitted to so syndicate to a single transferee (or one or more transferees with the same “ultimate parent entity” for HSR Clearance purposes) an amount of Parent securities that would require such assignee to obtain HSR Clearance in respect of such purchase of Parent securities, or that would require that such transferee be named in the FCC Applications, or that would involve such purchaser, assignee or its Affiliates acquiring more than 4.99% of the outstanding voting securities of Parent for purposes of the Communications Act or FCC Regulations (it being understood that such assignee or its Affiliates may acquire Class B Warrants exercisable for shares of Parent Class B Common Stock above such 4.99% limitation). The price per share of Parent Class A

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Common Stock, Class B Warrants, or Parent Series C Preferred, syndicated by the Macquarie Investor, and the other terms and conditions of such sale, shall be set by the Macquarie Investor in its discretion and may vary from buyer to buyer, so long as Parent receives at the Investment Closing $4.34 per share of Parent Class A Common Stock, or Class B Warrant Share, or share of Parent Common Stock into which the Parent Series C Preferred is convertible (including Class B Warrants if Parent Series C Preferred is exchanged for Class B Warrants), so syndicated by the Macquarie Investor. Parent will use commercially reasonable efforts to provide to the Macquarie Investor, and will cause its Subsidiaries to use commercially reasonable efforts to provide, at Parent’s cost and expense as provided in Section 8.2, and will use commercially reasonable efforts to cause its Representatives to provide, all cooperation reasonably requested by the Macquarie Investor that is customary and reasonably necessary in connection with arrangement of the Macquarie Investor Syndication and causing the conditions in this Agreement to be satisfied, including (1) assisting with the preparation of offering and syndication documents and materials, including prospectuses, private placement memoranda, information memoranda and packages, investor presentations, and similar documents and materials, in connection with the Macquarie Investor Syndication, and providing reasonable and customary authorization letters to the Macquarie Investor authorizing the distribution of information to prospective investors and containing customary information (all such documents and materials, collectively, the “Offering Documents”), (2) participating in a reasonable number of meetings, due diligence sessions and drafting sessions in connection with the Macquarie Investor Syndication, including direct contact between senior management and Representatives of Parent and its Subsidiaries and the Macquarie Investor and potential investors in the Macquarie Investor Syndication, (3) requesting Parent’s independent auditors to cooperate with the Macquarie Investor’s commercially reasonable efforts to obtain accountant’s comfort letters and consents from Parent’s independent auditors, (4) assisting in the preparation of definitive Offering Documents, including underwriting or securities purchase documents and other certificates and documents as may be requested by the Macquarie Investor, including a securities purchase agreement directly between the Macquarie Investor’s assignees in the Macquarie Investor Syndication containing representations, warranties, covenants, closing conditions, closing deliverables and indemnification provisions no greater than that set forth in this Agreement with respect to Parent and the Macquarie Investor (for the avoidance of doubt, if Parent and the Macquarie Investor, each acting in its reasonable discretion, or the potential Macquarie Investor assignees, are unable to agree upon the terms of such agreement, the Macquarie Investor shall not be relieved of its commitment under this Agreement unless (i) the proposed terms of such agreement are as provided above and the Parent is unwilling to enter into such agreement, (ii) the Parent has breached its obligations hereunder or (iii) the other terms and conditions of this Agreement are not satisfied or waived as provided herein, in any such case, such that the closing conditions set forth in Sections 6.1 and 6.3 are not met), and (5) facilitating the evaluation by potential investors in the Macquarie Investor Syndication, including taking commercially reasonable actions necessary to permit such potential investors to evaluate Parent’s and its Subsidiaries’ real property and current assets, cash management and accounting systems, policies and procedures. In connection with the foregoing, Parent will file with the SEC all Parent Reports for the annual and quarterly fiscal periods

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ending on and after December 31, 2010 as soon as practicable but in any event not later than (A) ninety (90) days following the end of Parent’s fiscal year, in the case of annual reports on Form 10-K and (B) forty-five (45) days following the end of each fiscal quarter of the Parent, in the case of quarterly reports on Form 10-Q, all of which such Parent Reports will be Compliant. Parent hereby consents to the use of Parent Subsidiaries’ logos in connection with the Macquarie Investor Syndication; provided, however, that such logos are used solely in a manner that is not intended, or reasonably likely, to harm or disparage Parent or any Parent Subsidiary or the reputation or goodwill of Parent or any Parent Subsidiary. In addition, promptly following the date hereof, Parent shall engage Macquarie Capital (USA) Inc. (“Macquarie Capital”), for no consideration or payment of any kind (exclusive of any payment that might be made pursuant to the indemnification provisions thereof), to act as exclusive placement agent in respect of the Parent Class A Common Stock, Class B Warrants and Parent Series C Preferred to be placed out of the Syndication Portion. Such engagement shall be on customary terms for such transactions at such time, including, as applicable, representations, warranties, covenants, conditions and indemnities; provided, that no consideration or payment of any kind (exclusive of any payment that might be made pursuant to the indemnification provisions thereof) shall be paid in connection therewith.

          5.16 UBS Investor Syndication. Prior to the Investment Closing, the UBS Investor shall have the opportunity to sell or assign to third parties up to the full amount of the UBS Investor’s Investment Amount (the “UBS Investor Syndication”) and Parent agrees to sell any of the UBS Investor’s Investment Amount sold or assigned in the UBS Investor Syndication directly to such assignees; provided, that (a) no such assignment or purchase will relieve the UBS Investor of its obligations hereunder; (b) any such purchaser or assignee will only be entitled to purchase shares of Parent Class A Common Stock (if not a Non-U.S. Person) or, if a Non-U.S. Person, Class B Warrants, and (c) the UBS Investor will not be permitted to so syndicate to a single transferee (or one or more transferees with the same “ultimate parent entity” for HSR Clearance purposes) an amount of Parent securities that would require such assignee to obtain HSR Clearance in respect of such purchase of Parent securities, or that would require that such transferee be named in the FCC Applications, or that would involve such purchaser, assignee or its Affiliates acquiring more than 4.99% of the outstanding voting securities of Parent for purposes of the Communications Act or FCC Regulations (it being understood that such assignee or its Affiliates may acquire Class B Warrants exercisable for shares of Parent Class B Common Stock above such 4.99% limitation). The price per share of Parent Class A Common Stock or Class B Warrants syndicated by the UBS Investor, and the other terms and conditions of such sale, shall be set by the UBS Investor in its discretion and may vary from buyer to buyer, so long as Parent receives at the Investment Closing $4.34 per share of Parent Class A Common Stock or Class B Warrant Share so syndicated by the UBS Investor. Parent will use commercially reasonable efforts to provide to the UBS Investor, and will cause its Subsidiaries to use commercially reasonable efforts to provide, at Parent’s cost and expense as provided in Section 8.2, and will use commercially reasonable efforts to cause its Representatives to provide, all cooperation reasonably requested by the UBS Investor that is customary and reasonably necessary in connection with arrangement of the UBS Investor Syndication and causing

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the conditions in this Agreement to be satisfied, including (1) assisting with the preparation of offering and syndication documents and materials, including prospectuses, private placement memoranda, information memoranda and packages, investor presentations, and similar documents and materials, in connection with the UBS Investor Syndication, and providing reasonable and customary authorization letters to the UBS Investor authorizing the distribution of information to prospective investors and containing customary information (all such documents and materials, collectively, the “UBS Offering Documents”), (2) participating in a reasonable number of meetings, due diligence sessions and drafting sessions in connection with the UBS Investor Syndication, including direct contact between senior management and Representatives of Parent and its Subsidiaries and the UBS Investor and potential investors in the UBS Investor Syndication, (3) requesting Parent’s independent auditors to cooperate with the UBS Investor’s commercially reasonable efforts to obtain accountant’s comfort letters, (4) assisting in the preparation of definitive UBS Offering Documents, including underwriting or securities purchase documents and other certificates and documents as may be requested by the UBS Investor, including a securities purchase agreement directly between the UBS Investor’s assignees in the UBS Investor Syndication containing representations, warranties, covenants, closing conditions, closing deliverables and indemnification provisions no greater than that set forth in this Agreement with respect to Parent and the UBS Investor (for the avoidance of doubt, if Parent and the UBS Investor, each acting in its reasonable discretion, or the potential UBS Investor assignees, are unable to agree upon the terms of such agreement, the UBS Investor shall not be relieved of its commitment under this Agreement unless (i) the proposed terms of such agreement are as provided above and the Parent is unwilling to enter into such agreement, (ii) the Parent has breached its obligations hereunder or (iii) the other terms and conditions of this Agreement are not satisfied or waived as provided herein, in any such case, such that the closing conditions set forth in Sections 6.1 and 6.3 are not met), and (5) facilitating the evaluation by potential investors in the UBS Investor Syndication, including taking commercially reasonable actions necessary to permit such potential investors to evaluate Parent’s and its Subsidiaries’ real property and current assets, cash management and accounting systems, policies and procedures. In connection with the foregoing, Parent will file with the SEC all Parent Reports for the annual and quarterly fiscal periods ending on and after December 31, 2010 as soon as practicable but in any event not later than (A) ninety (90) days following the end of Parent’s fiscal year, in the case of annual reports on Form 10-K and (B) forty-five (45) days following the end of each fiscal quarter of the Parent, in the case of quarterly reports on Form 10-Q, all of which such Parent Reports will be Compliant. Parent hereby consents to the use of Parent Subsidiaries’ logos in connection with the UBS Investor Syndication; provided, however, that such logos are used solely in a manner that is not intended, or reasonably likely, to harm or disparage Parent or any Parent Subsidiary or the reputation or goodwill of Parent or any Parent Subsidiary. In addition, Parent hereby engages the UBS Investor, for no additional consideration or payment of any kind (exclusive of any payment that might be made pursuant to the indemnification provisions thereof), to act as exclusive placement agent in respect of the Parent Class A Common Stock and Class B Warrants to be placed in the UBS Investor Syndication.

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          5.17 Termination Fee. Parent affirms and agrees that any Termination Fee under the Merger Agreement and any amounts payable pursuant to Section 8.2(c) of the Merger Agreement received by Parent, will, in accordance with the terms of the “Bank and Bridge Facilities Fee Letter” dated the Cadet Signing Date, first be shared ratably among Parent, the Crestview Investor, the Macquarie Investor and the lenders under the Debt Commitment Letters to reimburse their respective reasonable and documented expenses in connection with the transactions contemplated by this Agreement and the Merger Agreement and, after payment of such expenses, will be shared pro rata among Parent, the Crestview Investor and the Macquarie Investor based on each such Party’s respective Investment Percentage (but adjusted taking into account the foregoing expense reimbursement of the Parties so that, in total, each such Party receives its pro rata share based upon its respective Investment Percentage of total amounts received by such Parties hereunder) (and Parent will direct the Company to pay to each such Investor directly such Investor’s pro rata portion of the Termination Fee and any amounts payable pursuant to Section 8.2(c) of the Merger Agreement to be received by such Investor in accordance with the foregoing), except that any Failing Investor or Withdrawn Investor shall not share in any portion of the Termination Fee or any amounts payable pursuant to Section 8.2(c) of the Merger Agreement, and any such Failing Investor’s or Withdrawn Investor’s share shall be apportioned between Parent, on the one hand, and the Crestview Investor (if the Macquarie Investor is the Failing Investor or Withdrawn Investor) or the Macquarie Investor (if the Crestview Investor is the Failing Investor or Withdrawn Investor), as the case may be, on the other, as provided in this sentence.

ARTICLE VI
INVESTMENT CLOSING CONDITIONS

          6.1 Conditions of Each Party to Investment Closing. The obligations of each Party to effect the Investment Closing will be subject to the satisfaction, or waiver by such Party, at or prior to the Investment Closing of the following conditions:

               (a) Investment HSR Clearance. Investment HSR Clearance shall have been obtained.

               (b) FCC. The Initial Order shall have been obtained.

               (c) No Injunctions or Restraints; Illegality. No Injunction preventing the consummation of the Investment Transactions shall be in effect. No statute, rule, regulation, order, Injunction or decree shall have been enacted, entered, promulgated or enforced by any Governmental Entity that prohibits or makes illegal consummation of the Investment Transactions.

               (d) Merger Transaction. All Merger Closing Conditions shall have been satisfied or waived (subject to Section 5.10), and the Closing shall occur concurrently with the Investment Closing. For the avoidance of doubt, a determination of the satisfaction of, or waiver by, any Party of the Merger Closing Conditions in

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accordance with this Section 6.1(d) shall not be deemed to constitute a determination of the satisfaction or waiver of such conditions by any other Party.

          6.2 Conditions of Parent to Investment Closing. The obligation of Parent to effect the Investment Closing with respect to each Investor is also subject to the satisfaction, or waiver by Parent, at or prior to the Investment Closing, of the following conditions:

               (a) Representations. The representations and warranties of such Investor set forth in this Agreement shall be true and correct as of the date of this Agreement and as of the Investment Closing Date as though made on and as of the Investment Closing Date (except that representations and warranties that by their terms speak specifically as of the date of this Agreement or another date will be true and correct as of such date); provided, that this condition shall be deemed satisfied unless all inaccuracies in such representations and warranties in the aggregate would have a material adverse effect on the ability of such Investor to consummate the Investment Transactions at the Investment Closing Date (ignoring solely for purposes of this proviso any reference to materiality qualifiers contained in such representations and warranties), and Parent shall have received a certificate signed on behalf of such Investor by an authorized signatory of such Investor to the foregoing effect.

               (b) Performance of Obligations of such Investor. Such Investor shall have performed in all material respects all obligations required to be performed by it under this Agreement at or prior to the Investment Closing Date, and Parent shall have received a certificate signed on behalf of such Investor by an authorized signatory of such Investor to such effect.

               (c) Investor Closing Deliverables. Such Investor shall have delivered, or caused to be delivered, to Parent the items set forth in Section 2.5 applicable to it.

          6.3 Conditions of Each Investor to the Investment Closing. The obligation of each Investor to effect the Investment Closing is also subject to the satisfaction or waiver by such Investor at or prior to the Investment Closing of the following conditions:

               (a) Representations. The representations and warranties of Parent set forth in Section 3.1 (other than the representations and warranties set forth in Section 3.1(c)) shall be true and correct in all material respects as of the date of this Agreement and as of the Investment Closing Date as though made on and as of the Investment Closing Date (except that representations and warranties that by their terms speak specifically as of the date of this Agreement or another date will be true and correct in all material respects as of such date), and each Investor shall have received a certificate signed on behalf of Parent by the Chief Executive Officer or the Chief Financial Officer of Parent to the foregoing effect. For the avoidance of doubt, it shall not be a condition to the Investors’ obligations under this Agreement that the representations and warranties of Parent made in Section 3.1(c) be true and correct, either as of the date of this Agreement

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or as of the Investment Closing Date, and the Investors’ sole remedy in respect thereof shall be as provided in Section 8.1.

               (b) Performance of Obligations of Parent. Parent shall have performed in all material respects all obligations required to be performed by it under this Agreement at or prior to the Investment Closing Date, and each Investor shall have received a certificate signed on behalf of Parent by the Chief Executive Officer or the Chief Financial Officer of Parent to such effect.

               (c) Parent Closing Deliverables. Parent shall have delivered, or caused to be delivered, to each Investor the items set forth in Section 2.4.

               (d) Financing. Parent or Holdco shall have received (simultaneously with the Investment Closing) the proceeds of (1) the Debt Financing and (2) the other Investors’ Investment Amounts; provided, that if the only condition to funding the Debt Financing and/or the other Investors’ Investment Amounts that is not satisfied at the Investment Closing is the contribution of the Investment Amount to Parent by such Investor, then the conditions described in clauses (1) and (2) in this Section 6.3(d) shall be deemed satisfied or waived.

ARTICLE VII
TERMINATION

          7.1 Termination. This Agreement may be terminated prior to the Investment Closing with respect to the applicable Parties as follows:

               (a) by mutual written agreement of Parent and one (1) or more Investors, which termination shall be effective as between or among Parent and such Investor(s);

               (b) by any Party with respect to itself, upon written notice to the other Parties, if the Investment Closing shall not have occurred on or prior to the End Date (as the End Date may be extended in accordance with Section 8.1(b)(i) of the Merger Agreement and Section 5.10 of this Agreement), which termination shall be effective with respect to such Party;

               (c) by any Party with respect to itself, upon written notice to the other Parties, if any Governmental Entity of competent jurisdiction will have enacted or issued any final and non-appealable Law or order or taken any other final and non-appealable action enjoining or otherwise prohibiting consummation of the Investment Transactions, which termination shall be effective with respect to such Party; provided that the Party seeking to terminate this Agreement pursuant to this Section 7.1(c) has complied with its obligations under Section 4.3;

               (d) by any Party, upon written notice to the other Parties, if the Merger Agreement shall have been terminated, which termination shall be effective as among all Parties;

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               (e) by any Investor with respect to itself, upon a breach of any covenant or agreement on the part of Parent, or any failure of any representation or warranty of Parent to be true and accurate, in any case such that a condition set forth in Section 6.3(a) or (b) would not be satisfied and such breach or failure is incapable of being cured, or if capable of being cured, will not have been cured within thirty (30) days following receipt by Parent of written notice of such breach or failure (or, if earlier, the End Date), which termination shall be effective as between such Investor and Parent; or

               (f) by Parent, with respect to any Investor, upon a breach of any covenant or agreement on the part of such Investor, or any failure of any representation or warranty of such Investor to be true and accurate, in any case such that a condition set forth in Section 6.2(a) or (b) would not be satisfied and such breach or failure is incapable of being cured, or if capable of being cured, will not have been cured within thirty (30) days following receipt by such Investor of written notice of such breach or failure (or, if earlier, the End Date), which termination shall be effective as between Parent and such Investor; provided, however, that the right to terminate this Agreement under this Section 7.1(f) will not be available to Parent if it is then in breach of any representation or warranty or covenant that would result in the closing condition set forth in Section 6.3(a) or Section 6.3(b) not being satisfied.

          7.2 Effects of Termination. In the event of any termination of this Agreement as provided in Section 7.1, this Agreement (other than Section 5.12, 5.13, 5.17, this Section 7.2 and Article VIII, which shall remain in full force and effect) shall forthwith become wholly void and of no further force and effect with respect to Parent and the applicable Investor(s); provided, that nothing herein shall relieve any Party from liability for intentional breach of this Agreement.

ARTICLE VIII
MISCELLANEOUS

          8.1 Survival of Representations, Warranties and Covenants; Indemnification.

          (a) None of the representations, warranties and covenants set forth in this Agreement or in any instrument delivered pursuant to this Agreement will survive the Investment Closing Date, except for those covenants and agreements contained in this Agreement that by their terms apply or are to be performed in whole or in part after the Investment Closing Date. Notwithstanding the foregoing, the representations and warranties of Parent set forth in Section 3.1(c) shall survive the Investment Closing until the date that is nine (9) months after the Investment Closing and, notwithstanding any provision of Law or this Agreement to the contrary, the Investors’ sole recourse in respect of such representations and warranties shall be the right, but only if the Investment Closing first occurs, to indemnification pursuant to Section 8.1(b).

          (b) Parent hereby covenants and agrees to indemnify each Investor and any Investor Party from, and hold each of them harmless against, any and all

28

losses, claims, liabilities, damages and expenses of any kind or nature whatsoever (collectively, “Losses”), that may be incurred by any of them or asserted against or involve any of them as a result of, arising out of, or in any way related to any inaccuracy in or breach of Section 3.1(c). If any Investor shall deliver a notice of a claim for indemnification under this Section 8.1(b) prior to the date which is nine (9) months after the Investment Closing, then the obligation to indemnify in respect of such inaccuracy or breach shall survive as to such claim, until such claim has been finally resolved.

          8.2 Expenses. Subject to Section 5.17, each of the Parties shall bear and pay all other costs and expenses incurred by it or on its behalf in connection with the transactions contemplated pursuant to this Agreement, except that the fees required for the filing of the Notification and Report Form pursuant to the HSR Act by any Investor shall be borne one-half (1/2) by Parent and one-half (1/2) by such Investor. Notwithstanding the foregoing but without limiting Section 5.17, contemporaneously with the Investment Closing, Parent shall reimburse each Investor for all reasonable out-of-pocket fees and expenses, including reasonable fees and expenses of such Investor’s counsel and advisors, incurred by such Investor in connection with the Investment Transactions.

          8.3 Post-Closing Third-Party Claims. If the Investment Closing occurs, Parent will indemnify, defend and hold the Investors and the Investor Parties harmless from all Losses arising out of or related to claims, litigation, proceedings or investigations (“Claims”) (including derivative proceedings and third party Claims) arising out of or related to this Agreement or the Merger Agreement or the transactions contemplated hereby or thereby (including the Merger, the Debt Financing, or the transactions contemplated by this Agreement), excluding any Losses resulting from the gross negligence or willful misconduct of an indemnified party.

          8.4 Notices. All notices and other communications in connection with this Agreement will be in writing and will be deemed given if delivered personally, sent via facsimile (with confirmation), mailed by registered or certified mail (return receipt requested) or delivered by an express courier (with confirmation) to the Parties at the following addresses (or at such other address for a Party as will be specified by like notice):

               (a) If to any Investor, to such address as is set forth on Annex B opposite such Investor’s name.

               (b) If to Parent:

Cumulus Media Inc.
3280 Peachtree Road, N.W.
Suite 2300
Atlanta, Georgia 30305
Attention: Richard S. Denning
Fax: (404) 949-0740

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with a copy to (which copy alone shall not constitute notice):

Jones Day
1420 Peachtree Street, N.E.
Suite 800
Atlanta, Georgia 30309-3053
Attention: John E. Zamer

David Phillips

Fax: (404) 581-8330

          8.5 Counterparts. This Agreement may be executed in two or more counterparts, all of which will be considered one and the same agreement and will become effective when counterparts have been signed by each of the Parties and delivered to the other Party, it being understood that each Party need not sign the same counterpart.

          8.6 Entire Agreement. This Agreement (including the documents and the instruments referred to in this Agreement, including the Merger Agreement), together with the Crestview Equity Commitment Letter (solely with respect to the Crestview Investor) and the Sponsor Guarantees, each dated as of the Cadet Signing Date, and the separate fee letter, in the form provided to the other Investors, between the UBS Investor and Parent of even date herewith (solely with respect to the UBS Investor), (a) constitutes the entire agreement and supersedes all prior agreements and understandings, both written and oral, among the Parties with respect to the subject matter of this Agreement, and (b) are not intended to confer on any Person other than the Parties and their respective successors and permitted assigns any rights or remedies hereunder. Each Party affirms to the other Parties that, except for this Agreement and the further agreements and instruments referred to in this Agreement, except for that certain letter agreement, dated as of the Cadet Signing Date, in the form attached hereto as Exhibit J, and the separate fee letter between the UBS Investor and Parent of even date herewith, there are no other agreements between or among any of the other Parties relating to the subject matter hereof.

          8.7 Governing Law. This Agreement will be governed and construed in accordance with the internal Laws of the State of Delaware applicable to Contracts made and wholly performed within such state, without regard to any applicable conflict of laws principles.

          8.8 Jurisdiction.

               (a) 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 is unavailable, the Federal courts of the United States of America sitting in the State of Delaware), and any appellate court from any thereof, in any action or proceeding, whether in contract or in tort or otherwise, arising out of or relating to this Agreement or in respect of any oral

30

representations made or alleged to be made in connection herewith, or for recognition or enforcement of any judgment relating thereto, and each of the Parties hereby irrevocably and unconditionally (1) 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 is unavailable, the Federal court of the United States of America sitting in the State of Delaware), (2) 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 is unavailable, the Federal courts of the United States of America sitting in the State of Delaware), and any appellate court from any thereof, (3) 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 is unavailable, the Federal courts of the United States of America sitting in the State of Delaware), and (4) 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 is unavailable, the Federal courts of the United States of America sitting in the State of Delaware). Notwithstanding the foregoing, each of the Parties agrees that it will not bring or support any action, cause of action, claim, cross-claim or third-party claim of any kind or description, whether in law or in equity, whether in contract or in tort or otherwise, against the Financing Sources in any way relating to this Agreement, including but not limited to any dispute arising out of or relating in any way to the Debt Commitment Letter or the performance thereof, in any forum other than the Supreme Court of the State of New York, Borough of Manhattan, or, if under applicable law exclusive jurisdiction is vested in the Federal courts of the State of New York (and appellate courts thereof). Each of the Parties agrees that a final judgment in any such action or proceeding will be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by Law.

               (b) EACH PARTY ACKNOWLEDGES AND AGREES THAT ANY ACTION OR PROCEEDING, WHETHER IN CONTRACT OR IN TORT OR OTHERWISE, ARISING OUT OF OR RELATING TO THIS AGREEMENT OR IN RESPECT OF ANY ORAL REPRESENTATIONS MADE OR ALLEGED TO BE MADE IN CONNECTION HEREWITH, OR FOR RECOGNITION OR ENFORCEMENT OF ANY JUDGMENT RELATING THERETO, 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 OR THE TRANSACTIONS CONTEMPLATED HEREBY, INCLUDING ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THE CRESTVIEW EQUITY COMMITMENT LETTER OR THE PERFORMANCE THEREOF. EACH PARTY CERTIFIES AND ACKNOWLEDGES THAT (1) 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, (2) IT UNDERSTANDS AND HAS CONSIDERED THE

31

IMPLICATIONS OF SUCH WAIVERS, (3) IT MAKES SUCH WAIVERS VOLUNTARILY, AND (4) IT HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 8.8.

          8.9 Publicity. None of the Parties will, and none of the Parties will permit any of its Subsidiaries to, issue or cause the publication of any press release or similar public announcement with respect to, or otherwise make any public statement concerning, the Investment Transactions without the prior consent (which consent will not be unreasonably withheld) of the other Parties; provided, however, that any Party may, without the prior consent of the other Parties (but after prior consultation with the other Parties to the extent practicable under the circumstances) issue or cause the publication of any press release or other public announcement to the extent required by Law or by the rules and regulations of the Nasdaq Stock Market.

          8.10 Assignment. Except as provided in Section 5.15 and Section 5.16, neither this Agreement nor any of the rights, interests or obligations hereunder shall be assigned by any of the Parties (whether by operation of law or otherwise) without the prior written consent of the other Parties and any attempt to do so will be null and void; provided that any Investor may assign its rights and obligations under this Agreement to any Affiliate (including any Affiliate of such Investor’s ultimate parent entity or general partner of such Investor), but in each case only if the transferee agrees in writing for the benefit of Parent to be bound by the terms of this Agreement (any such transferee shall be included in the term “Investor”); provided, further, that no such assignment shall relieve such Investor of its obligations hereunder. Without limiting the foregoing, from and after the Investment Closing, none of the rights of any Investor hereunder shall be assigned to, or enforceable by, and none of the obligations of any Investor hereunder shall be applicable to, any Person to whom an Investor may Transfer Securities (including any shares of Common Stock issued upon exercise of the Warrants). Subject to the preceding sentence, this Agreement shall be binding upon, inure to the benefit of and be enforceable by the Parties hereto and their respective permitted successors and assigns.

          8.11 Remedies.

               (a) The Parties agree that irreparable damage would occur in the event that any of the provisions of this Agreement to which the right of specific performance is applicable were not performed in accordance with their specific terms or were otherwise breached and that in any such case any breach of this Agreement could not be adequately compensated by monetary damages alone. Each Party accordingly agrees, to the extent specific performance is available to any of the other Parties under this Section 8.11, not to raise any objections to the availability of the equitable remedy of specific performance to prevent or restrain breaches or threatened breaches of, or to enforce compliance with, the covenants and obligations of such Party under this Agreement all in accordance with the terms of this Section 8.11. Any Party seeking an Injunction or Injunctions to prevent breaches of this Agreement and to enforce specifically the terms and provisions of this Agreement shall not be required to post a bond or undertaking in connection with such order or Injunction sought in accordance

32

with the terms of this Section 8.11. Notwithstanding anything herein to the contrary, the Parties further agree that, except as set forth in this Section 8.11, Parent shall not be entitled to an Injunction or Injunctions to prevent breaches of this Agreement against any Investor or otherwise obtain any equitable relief or remedy against any Investor.

               (b) Prior to any valid termination of this Agreement pursuant to Article VII, in accordance with and subject to this Section 8.11:

                    (1) each Investor shall be entitled to seek and obtain an Injunction or Injunctions to prevent breaches of this Agreement and to enforce specifically the terms and provisions of this Agreement; and

                    (2) Parent shall be entitled to seek and obtain an Injunction or Injunctions to prevent breaches of this Agreement by any Investor and to enforce specifically the terms and provisions of this Agreement; provided, however, that no such Injunction or Injunctions or specific performance will be available to prevent breaches of this Agreement or enforce specifically any term and provision hereof unless and until (A) the conditions set forth in Article VI, including the Merger Closing Conditions, have been and continue to be satisfied, (B) the Debt Financing has been funded or is available for funding subject only to a drawdown notice by Parent or Holdco and (C) Parent has irrevocably confirmed in a written notice delivered to each Investor that, if the Equity Financing and Debt Financing are funded, the conditions set forth in Sections 6.1 and 6.2 are satisfied or waived (which waiver may be conditioned on the Investment Closing).

               (c) Notwithstanding anything herein to the contrary but subject in all cases to each such Investor’s rights to indemnification and contribution under Sections 5.12 and 5.13, the Parties (1) agree that the maximum aggregate liability of each of the Crestview Investor and the Macquarie Investor, and their respective Affiliates and Representatives, for monetary damages under or relating to this Agreement, or any of the Transactions, to any Person shall be limited to an amount equal to the product of (A) such Investor’s Investment Percentage multiplied by (B) the sum of (i) the Parent Termination Fee, if the Merger Agreement is terminated and the Parent Termination Fee is paid to the Company and (ii) if the Merger Agreement is terminated and the 6.13(d) Expenses are paid to the Company, the lesser of the actual amount of such 6.13(d) Expenses so paid and $600,000 (the “Investor Liability Cap”) and (2) prior to any valid termination of this Agreement pursuant to Article VII, or if, in connection with any such valid termination, no Parent Termination Fee or 6.13(d) Expense is payable, then the sole and exclusive remedy and recourse of any Party against any Investor and any Investor Party of either such Investor, for damages, equitable relief or otherwise under or related to this Agreement shall be the equitable relief as provided in Section 8.11(b)(2) and no other claim in law or equity of any kind may be made against such Investor. Notwithstanding the preceding sentence, the Investor Liability Cap shall not apply to the Crestview Investor under the circumstances described in Section 5.13(a) and shall not apply to the Macquarie Investor under the circumstances described in Section 5.13(b), and the Crestview Investor or the Macquarie Investor, as the case may be, shall be liable for the Crestview Indemnifiable Losses or the Macquarie Indemnifiable Losses, as the case may

33

be, in accordance with Section 5.13(a) or Section 5.13(b), as applicable, under the circumstances and subject to the limitations described therein. Notwithstanding anything to the contrary herein, the sole and exclusive remedy and recourse of any Party against the UBS Investor or any Investor Party of the UBS Investor for liability, damages, equitable relief or otherwise under or related to this Agreement shall be the equitable relief as provided in Section 8.11(b)(2) or the UBS Indemnifiable Losses in accordance with Section 5.13(c) under the circumstances and subject to the limitations described therein and no other claim in law or equity of any kind may be made against the UBS Investor or its Investor Parties.

               (d) Parent acknowledges and agrees that it has no right of recovery against, and no personal liability shall attach to, in each case with respect to damages of Parent and its Affiliates, any Investor or any of the Investor Parties, whether by or through attempted piercing of the corporate, limited partnership or limited liability company veil, by or through a claim by or on behalf of the Parent against any Investor Party, by the enforcement of any assessment or by any legal or equitable proceeding, by virtue of any statute, regulation or applicable Law, or otherwise, except for its rights to recover from such Investor (but not any other Investor Party) subject to the Investor Liability Cap (in the case of the Crestview Investor or the Macquarie Investor) and the last sentence of Section 8.11(c) above (in the case of the UBS Investor) and the other limitations described herein. Recourse against any Investor shall be the sole and exclusive remedy of Parent and its Affiliates against the Investor Parties in respect of any liabilities arising under, or in connection with, this Agreement or the Investment Transactions. Notwithstanding the foregoing, Parent shall be an intended third-party beneficiary of, with the right to enforce, the Crestview Equity Commitment Letter in accordance with the terms and conditions thereof.

          8.12 Amendment. This Agreement may be amended by the Parties hereto at any time prior to the Investment Closing Date; provided, however, that no amendment may be made that by Law requires further approval by Parent stockholders unless such further approval is first obtained. This Agreement may not be amended except by an instrument in writing signed by the Parties.

          8.13 Waivers. The conditions to each Party’s obligation to consummate the Investment Closing are for the sole benefit of such Party and may be waived by such Party in whole or in part to the extent permitted by applicable Law. No waiver of any Party to this Agreement shall be effective unless it is in a writing signed by a duly authorized officer of the waiving Party that makes express reference to the provision or provisions subject to such waiver.

          8.14 No Duty to Other Investors. Each Investor acknowledges that it has not relied on any other Investor, and that no other Investor (or any Affiliate or representative thereof) has acted as a financial advisor or fiduciary of such Investor (or in any similar capacity) and has no duty to such Investor with respect to this Agreement and the Investment Transactions. Each Investor confirms to each other Investor that each Investor has conducted its own due diligence in connection with its investment in the Issued Securities and the Investment Transactions and the other Investors may therefore

34

have information different from, or additional to, the information possessed by such Investor. In addition, although certain of the other Investors may have shared information received by them (including information contained in third party reports prepared for such other Investors) with such Investor, no representation or warranty is being made with respect to such information by any such Investor or any such third party. Nothing in this Section 8.14 is meant to limit any duty, obligation or liability Parent may have to any Investor under this Agreement or otherwise.

          8.15 Severability. If any provision of this Agreement or the application thereof to any Person (including the officers and directors of the Investors and Parent) or circumstance is determined by a court of competent jurisdiction to be invalid, void or unenforceable, the remaining provisions hereof, or the application of such provision to Persons or circumstances other than those as to which it has been held invalid or unenforceable, shall remain in full force and effect and shall in no way be affected, impaired or invalidated thereby, so long as the economic or legal substance of the Investment Transactions is not affected in any manner materially adverse to any Party provided, that this Agreement shall not be enforced without giving effect to the limitations of any amounts payable by any Investor hereunder to, as applicable, the Investor Liability Cap or, under the circumstances and subject to the limitations described in Section 5.13(a) or Section 5.13(b), as applicable, the Crestview Indemnifiable Losses or the Macquarie Indemnifiable Losses, as the case may be. Upon such determination, the Parties shall negotiate in good faith in an effort to agree upon a suitable and equitable substitute provision to effect the original intent of the Parties.

          8.16 Interpretation. Unless the express context otherwise requires:

               (a) the words “hereof,” “herein” and “hereunder” and words of similar import, when used in this Agreement, shall refer to this Agreement as a whole and not to any particular provision of this Agreement;

               (b) terms defined in the singular shall have a comparable meaning when used in the plural, and vice versa;

               (c) the terms “Dollars” and “$” mean U.S. dollars;

               (d) references herein to a specific Section, Subsection, Recital, Schedule or Exhibit shall refer, respectively, to Sections, Subsections, Recitals, Schedules or Exhibits of this Agreement;

               (e) wherever the word “include,” “includes” or “including” is used in this Agreement, it shall be deemed to be followed by the words “without limitation”;

               (f) references herein to any gender shall include each other gender;

35

               (g) references herein to any Person shall include such Person’s heirs, executors, personal representatives, administrators, successors and assigns; provided, however, that nothing contained in this Section 8.16 is intended to authorize any assignment or transfer not otherwise permitted by this Agreement;

               (h) references herein to a Person in a particular capacity or capacities shall exclude such Person in any other capacity;

               (i) with respect to the determination of any period of time, (1) the word “from” means “from and including” and the words “to” and “until” each means “to but excluding” and (2) time is of the essence;

               (j) the word “or” shall be disjunctive but not exclusive;

               (k) references herein to any Law shall be deemed to refer to such Law as amended, modified, codified, reenacted, supplemented or superseded in whole or in part and in effect from time to time, and also to all rules and regulations promulgated thereunder;

               (l) the headings contained in this Agreement are intended solely for convenience and shall not affect the rights of the Parties; and

               (m) if the last day for the giving of any notice or the performance of any act required or permitted under this Agreement is a day that is not a Business Day, then the time for the giving of such notice or the performance of such action shall be extended to the next succeeding Business Day.

          8.17 Rules of Construction. The Parties have participated jointly in negotiating and drafting this Agreement. In the event that an ambiguity or a question of intent or interpretation arises, this Agreement will be construed as if drafted jointly by the Parties, and no presumption or burden of proof will arise favoring or disfavoring any Party by virtue of the authorship of any provision of this Agreement.

[Signatures appear on following page.]

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     IN WITNESS WHEREOF, this Agreement has been duly executed and delivered by the duly authorized officers of the parties hereto as of the date first herein above written.

CUMULUS MEDIA INC.
By:	/s/
	Name:
	Title:
CRESTVIEW RADIO INVESTORS, LLC
By:	Crestview Partners II, L.P., its managing member
By:	Crestview Partners II GP, L.P., its general partner
By:	Crestview, L.L.C., its general partner
By:	/s/
	Name:
	Title:
MIHI LLC:
By:	/s/
	Name:
	Title:
By:	/s/
	Name:
	Title:

[Signatures Page to Investment Agreement]

UBS SECURITIES LLC
By:	/s/
	Name:
	Title:
By:	/s/
	Name:
	Title:

[Signatures Page to Investment Agreement]

ANNEX A

Crestview Funds

Crestview Offshore Holdings II (892 Cayman), L.P.

Crestview Offshore Holdings II (Cayman), L.P.

Crestview Offshore Holdings II (FF Cayman), L.P.

Crestview Partners II (FF), L.P.

Crestview Partners II (PF), L.P.

Crestview Partners II (TE), L.P.

Crestview Partners II, L.P.

Annex A-1

ANNEX B

Investor	Investment Amount
CRESTVIEW RADIO INVESTORS LLC	$	250,000,000
Address for Notices:
Crestview Radio Investors LLC
c/o Crestview Partners II, L.P.
667 Madison Avenue, 10th Floor
New York, NY 10065
Attention: Jeffrey Marcus
Tom Murphy
Brian Cassidy
Fax: (212) 906-0793
with a copy to (which copy alone shall not constitute notice):
Paul, Weiss, Rifkind, Wharton & Garrison LLP
1285 Avenue of the Americas
New York, NY 10019-6064
Attention: Kenneth M. Schneider
Neil Goldman
Fax: (212) 757-3990
MIHI LLC	$	125,000,000
Address for Notices:
MIHI LLC
125 West 55th St
New York NY 10019
Attention: Capital Advisors Legal Counsel
Fax: (212) 231 1718
with a copy to (which copy alone shall not constitute notice):
Gibson, Dunn & Crutcher LLP
2029 Century Park East
Los Angeles, CA 90067-3026
Attention: Jonathan K. Layne and Ruth Fisher
Fax: (310) 551-8741
UBS SECURITIES LLC	$	125,000,000
Address for Notices:

Annex B-1

Investor	Investment Amount
UBS Securities LLC
299 Park Avenue
New York, New York 10171
Fax:
with a copy to (which copy alone shall not constitute notice):
Paul, Hastings, Janofsky and Walker LLP
Park Avenue Tower
75 E. 55th Street, First Floor
New York, NY 10022
Attention: Scott Saks
Fax: (212) 230-7760

Annex B-2

EX-99.1

EXHIBIT 99.1

Certain Information Excerpted from the Company’s Preliminary Offering Memorandum and Disclosed Pursuant to Regulation FD

Cautionary statement regarding forward-looking statements

In various places herein, we use statements that constitute “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements are statements that are not historical facts, and may include statements relating to our future plans, objectives, expectations and intentions regarding industry and general economic trends, our expected financial position, results of operations or market position and business strategy. Such statements can generally be identified by words such as “may”, “target”, “could”, “would”, “will”, “should”, “anticipate”, “believe”, “expect”, “intend”, “estimate”, “seek”, “project”, “plan” and similar expressions. These forward-looking statements involve known and unknown risks and uncertainties, including those discussed under the heading “Risk factors” and as otherwise may be described in our periodic filings with the SEC, that may cause our actual results to differ materially from any future results, performance or achievements expressed or implied by the forward-looking statements. Important factors that could cause our actual results to differ materially from those made or implied by forward-looking statements include, but are not limited to:

•  the impact of general economic conditions in the United States or in specific markets in which we currently do business;

•  industry conditions, including existing competition and future competitive technologies;

•  the popularity of radio as a broadcasting and advertising medium;

•  cancellations, disruptions or postponements of advertising schedules in response to national or world events;

•  our capital expenditure requirements;

•  legislative or regulatory requirements;

•  risks and uncertainties relating to our leverage;

•  changes in interest rates;

•  our dependence on key personnel;

•  our ability to obtain financing at times, in amounts and at rates considered appropriate by us;

•  our ability to complete the CMP Acquisition and the Citadel Acquisition (each as defined herein) within the time periods anticipated and our ability to achieve the anticipated benefits and synergies from those acquisitions;

•  our continued ability to identify suitable acquisition targets, and consummate and integrate any future acquisitions; and

•  our ability to access the capital markets as and when needed and on terms that we consider favorable to us.

Many of these factors are beyond our control or difficult to predict and we cannot be certain that any of the events anticipated by the forward-looking statements will occur or, if any of them do occur, what impact they will have on us. We assume no obligation to update any forward-looking statements as a result of new information or future events or developments.

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We caution you not to place undue reliance on any forward-looking statements, which speak only as of the date hereof.

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Certain terms used herein

Unless the context requires otherwise, or as specifically described below:

•  the terms “Cumulus,” “CMI,” “our Company,” “us,” “we” and “our” refer to Cumulus Media Inc. and its consolidated subsidiaries;

•  the term “Refinancing” refers to the offering of notes and our use of the proceeds therefrom to prepay the term loan outstanding under our existing senior secured credit facilities under the credit agreement, dated as of June 7, 2006, among Cumulus Media Inc., the lenders party thereto and the administrative agent thereunder (as amended, the “Existing Credit Agreement”) as described under “Use of proceeds;”

•  the term “Refinancing As Adjusted Basis” means as adjusted to reflect the Refinancing;

•  the term “CMP” refers to Cumulus Media Partners, LLC and its consolidated subsidiaries;

•  the term “CMP Acquisition” refers to our pending acquisition of the remaining equity interests of Cumulus Media Partners, LLC that we do not currently own, as described under “Pending transactions—The CMP Acquisition;”

•  the term “CMP Pro Forma Basis” means on a pro forma as adjusted basis to reflect the Refinancing and the CMP Acquisition with CMP designated as an unrestricted subsidiary;

•  the term “Citadel” refers to Citadel Broadcasting Corporation and its consolidated subsidiaries;

•  the term “Citadel Acquisition” refers to the pending merger of Citadel with one of our wholly-owned subsidiaries. At the effective time of the Citadel Acquisition, each outstanding share of common stock of Citadel will be converted automatically into the right to receive, at the election of the holder (subject to certain limitations set forth in the Citadel Merger Agreement), (i) $37.00 in cash, (ii) 8.525 shares of Cumulus Media Inc. common stock, or (iii) a combination thereof (the “Citadel Acquisition Consideration”). Additionally, in connection with and prior to the closing of the Citadel Acquisition, (i) each outstanding unvested option to acquire shares of Citadel common stock issued under Citadel’s equity incentive plan will automatically vest, and all outstanding options at the effective time of this Citadel Acquisition will be deemed exercised pursuant to a cashless exercise, with the resulting net number of Citadel shares to be converted into the right to receive the Citadel Acquisition Consideration, and (ii) each outstanding warrant to purchase Citadel common stock will become exercisable for the Citadel Acquisition Consideration, subject to any applicable FCC limitations. Holders of unvested restricted shares of Citadel common stock will be eligible to receive the Citadel Acquisition Consideration for their shares pursuant to the original vesting schedule for such shares. Elections by Citadel stockholders are subject to adjustment such that the maximum number of shares of our common stock that may be issued in the Citadel Acquisition is 151,485,282 (the “Maximum Stock Cap”) and the maximum amount of cash payable by us in the Citadel Acquisition is $1,408,728,600 (the “Maximum Cash Cap”).

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•  the term “Citadel Pro Forma Basis” refers to the Refinancing, the Citadel Acquisition and the Global Refinancing, but excluding the CMP Acquisition and any transactions related thereto, including repayment of any indebtedness or other obligations of CMP as otherwise contemplated under the Global Refinancing;

•  the term “Acquisitions” refers, collectively, to the CMP Acquisition and the Citadel Acquisition;

•  the term “Equity Investment” means, collectively, the investment by affiliates of (i) Crestview Partners (“Crestview”), (ii) Macquarie Capital (USA) Inc. (“Macquarie”) and (iii) UBS Securities LLC (“UBS Securities”), of up to an aggregate of $500.0 million in our equity securities, the proceeds of which would be used to pay a part of the cash portion of the purchase price for, and which investment is conditioned on the closing of, the Citadel Acquisition;

•  the term “Global Refinancing” refers to our entry into the Acquisition Credit Facility (as defined under “Summary—The Global Refinancing”), the repayment of certain outstanding indebtedness of each of Cumulus, CMP and Citadel, and the redemption of certain preferred stock of a subsidiary of CMP (assuming, for each CMP repayment and redemption, that the CMP Acquisition has been consummated and CMP has been designated a restricted subsidiary), and our other financing transactions contemplated in connection with the Citadel Acquisition;” and

•  the term “Overall Pro Forma Basis” means on a pro forma basis as adjusted to reflect the Refinancing, the CMP Acquisition, the Citadel Acquisition and the Global Refinancing.

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Sources and uses

The following table summarizes the estimated sources and uses of proceeds in connection with the CMP Acquisition, the Citadel Acquisition and the Global Refinancing, including the Equity Investment. The amounts set out in the table below have been calculated assuming that all outstanding Citadel stock options are exercised and that holders of 50% of Citadel stock elect to receive cash and holders of 50% of Citadel stock elect to receive shares of Cumulus common stock, which results in a payout equal to the Maximum Stock Cap. These amounts are based on estimates and assumptions, which are inherently speculative and subject to change. The estimates and assumptions may not be representative of facts existing at the closing dates of the respective transactions including as a result of, among other things, the amount of cash and stock actually paid by Cumulus in the Citadel Acquisition, changes in our stock price, interest rates on borrowings and the financial condition and results of operations of each of us, CMP and Citadel, and our ability to recognize expected synergies from the Acquisitions. The following information should be read together with the information included under the headings “Risk factors,” “Unaudited pro forma condensed consolidated condensed financial information” and “Use of proceeds” included elsewhere.

Sources of funds (dollars in millions)	Amount		Uses of funds	Amount
Acquisition Credit Facility:(1)
Revolving credit facility	$	71.7	Cash consideration in Citadel Acquisition(6)	$	1,152.7
Term loan		2,040.0	Equity consideration in CMP Acquisition(4)		80.3
Notes offered(2)		610.0	Equity consideration in Citadel Acquisition(5)		713.0
Gross proceeds from Equity Investment(3)		395.0	Refinance existing net debt and subsidiary’s preferred stock(7)		1,876.9
Equity value for issuance in CMP Acquisition(4)		80.0	Redemption premium on Citadel Senior Notes(8)		31.0
Equity value for issuance in Citadel Acquisition(5)		713.0	Fees and expenses(9)		141.7
Proceeds from assumed exercise of all outstanding Citadel stock options		91.6	Cash to balance sheet		5.0
Total sources	$	4,000.6	Total uses	$	4,000.6

(1)	Represents borrowings to effect the Global Refinancing.
(2)	Represents the aggregate principal amount of notes offered hereby, before payment of any unamortized original issue discount or fees or expenses.
(3)	Represents the aggregate proceeds from the Equity Investment at the Maximum Stock Cap, before payment of any fees due under the Investment Agreement. If holders of Citadel stock were to make elections resulting in a payout equal to the Maximum Cash Cap, then gross proceeds from the Equity Investment would be $500.0 million.
(4)	Value of shares of Cumulus common stock to be issued to the CMP Sellers in the CMP Acquisition.

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(5)	Value of shares of Cumulus common stock to be issued in the Citadel Acquisition, assuming that all outstanding Citadel stock options are exercised and holders of 50% of Citadel stock elect to receive cash and holders of 50% of Citadel stock elect to receive shares of Cumulus common stock in the Citadel Acquisition, which results in a payout equal to the Maximum Stock Cap.
(6)	Represents cash portion of Citadel Acquisition Consideration, assuming that all outstanding Citadel stock options are exercised and holders of 50% of Citadel stock elect to receive cash and holders of 50% of Citadel stock elect to receive shares of Cumulus common stock in the Citadel Acquisition, which results in a payout equal to the Maximum Stock Cap. If holders of Citadel stock were to make elections resulting in a payout equal to the Maximum Cash Cap, then borrowings under the Acquisition Credit Facility (without giving effect to the use of any cash on hand) would be $2,415.0 million and the gross proceeds from the Equity Investment would be $500.0 million.
(7)	Consists of repayment of outstanding indebtedness of each of Cumulus, CMP and Citadel, and redemption of outstanding preferred stock of Radio Holdings in accordance with its terms (each as of December 31, 2010). We intend to use the net proceeds from the offering of notes to repay outstanding amounts under the term loan facility under our Existing Credit Agreement.
(8)	Estimated premium payable in connection with redemption pursuant to the terms of the Citadel Senior Notes.
(9)	Represents estimated fees and expenses associated with the Global Refinancing and the Equity Investment, including financial advisory fees, commissions, commitment and syndication fees, the initial purchasers’ discount related to the notes and other transactional fees and expenses.

Assuming the consummation of each of the CMP Acquisition and the Citadel Acquisition, and the completion of the Global Refinancing, including the Equity Investment, on January 1, 2010, we believe that, as of December 31, 2010 and based on an Overall Pro Forma Basis adjusted EBITDA for 2010, after giving effect to (i) all projected synergies from reductions in corporate overhead, cost of sales, mutual overlays and network operations of approximately $51.9 million in the aggregate (the majority of which we believe can be achieved within one year of the closing of the Citadel Acquisition), and (ii) contractual savings of $6.3 million in 2010 associated with the modification of the terms of our agreement with Nielsen in December 2010, we would have had a total debt to Adjusted EBITDA ratio of approximately 5.7:1.

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Preliminary financial data for the three months ended March 31, 2011

We, CMP and Citadel recently completed our respective three-month fiscal periods ended March 31, 2011.

Because the first quarter has only recently ended, the following unaudited financial data is, by necessity, preliminary in nature and based only upon information available to each of Cumulus, CMP and Citadel as of the date hereof. Each of our, CMP’s and Citadel’s financial position and results of operations for our respective three-month periods ended March 31, 2011 could differ materially from these estimates upon completion of our respective normal quarter-end closing procedures due to final adjustments and other developments that may arise prior to financial results for this period being finalized. The following financial data is subject to change:

•  Cumulus expects to report: net revenues of between $55.0 million and $60.8 million for the three months ended March 31, 2011; Adjusted EBITDA of between $12.2 million and $13.5 million for the three months ended March 31, 2011; Station Operating Income of between $19.3 million and $21.4 million for the three months ended March 31, 2011; and cash and cash equivalents of between $2.9 million and $3.2 million as of March 31, 2011.

•  CMP expects to report: net revenues of between $35.5 million and $39.2 million for the three months ended March 31, 2011; CMP Adjusted EBITDA of between $13.1 million and $14.5 million for the three months ended March 31, 2011; CMP Station Operating Income of between $15.0 million and $16.5 million for the three months ended March 31, 2011; and cash and cash equivalents of between $10.8 million and $12.0 million as of March 31, 2011.

•  Citadel expects to report: net revenues for Radio Markets of between $135.0 million and $137.5 million for the three months ended March 31, 2011; net revenues for Radio Network of between $24.5 million and $25.1 million for the three months ended March 31, 2011; consolidated net revenues after eliminations of between $158.4 million and $161.6 million for the three months ended March 31, 2011; Citadel Adjusted EBITDA of between $42.0 million and $44.0 million for the three months ended March 31, 2011; Segment Operating Income for Radio Markets of between $45.4 million and $48.0 million for the three months ended March 31, 2011; Segment Operating Income for Radio Network of between $1.0 million and $1.3 million for the three months ended March 31, 2011; and cash and cash equivalents of between $144.6 million and $146.0 million as of March 31, 2011.

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Risk factors

You should carefully consider the risks described below and all of the information contained or incorporated by reference herein in connection with a potential evaluation of the Company. The risks and uncertainties described below and in the incorporated documents are not the only risks and uncertainties that we face. Additional risks and uncertainties not presently known to us or that we currently deem immaterial may also materially and adversely affect our business operations. If any of those risks actually occurs, our business, cash flows, financial condition and results of operations could suffer.

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In addition, in certain instances, the exposure of our business to certain of these risks could potentially be greater after the consummation of each of the CMP Acquisition and the Citadel Acquisition, and we may become subject to additional risks. The risks discussed below also include forward-looking statements, and our actual results may differ substantially from those discussed in these forward-looking statements. See “Cautionary statement regarding forward-looking statements”.

Risks related to our business

Our results of operations have been, and could continue to be, adversely affected by the recent downturn in the U.S. economy and in the local economies of the markets in which we operate.

Revenue generated by our radio stations depends primarily upon the sale of advertising. Advertising expenditures, which we believe to be largely a discretionary business expense, generally tend to decline during an economic recession or downturn. Furthermore, because a substantial portion of our revenue is derived from local advertisers, our ability to generate advertising revenue in specific markets is directly affected by local or regional economic conditions. Consequently, the recent recession in the national economy, and the economies of several individual geographic markets in which we own or operate stations, continues to adversely affect our advertising revenue and, therefore, our results of operations.

Even as the economy recovers from the recent recession, an individual business sector that tends to spend more on advertising than other sectors might be forced to reduce its advertising expenditures if that sector fails to recover on pace with the overall economy. If that sector’s spending represents a significant portion of our advertising revenues, any reduction in its expenditures may adversely affect our revenue.

We operate in a very competitive business environment, and a decrease in our ratings or market share would adversely affect our revenues.

The radio broadcasting industry is very competitive. The success of each of our stations depends largely upon rates it can charge for its advertising, the number of local advertising competitors, and the overall demand for advertising within individual markets. These conditions are subject to change and are highly susceptible to microeconomic and macroeconomic conditions. Any adverse change in a particular market affecting advertising expenditures, or any adverse change in the relative market share of the stations located in a particular market, could have a material adverse effect on the revenue of our radio stations located in that market. There can be no assurance that any one or all of our stations will be able to maintain or increase advertising revenue market share.

Audience ratings and market shares fluctuate, and any adverse change in a particular market could have a material adverse effect on the revenue of stations located in that market. While we already compete with other stations with comparable programming formats in many of our markets, any one of our stations could suffer a reduction in ratings or revenue and could require increased promotion and other expenses, and, consequently, could have a lower Station Operating Income, if:

•  an existing radio station in the market were to convert its programming format to a format similar to our station or launch aggressive promotional campaigns;

•  a new station were to adopt a competitive format;

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•  there is a shift in population, demographics, audience tastes or other factors beyond our control; or

•  an existing competitor were to strengthen its operations.

The Telecommunications Act of 1996 (the “Telecom Act”) allows for the consolidation of ownership of radio broadcasting stations in the markets in which we operate or may operate in the future. Some competing consolidated owners may be larger and have substantially more financial and other resources than we do. In addition, increased consolidation in our target markets may result in greater competition for acquisition candidates and a corresponding increase in purchase prices we pay for these acquisitions, which could adversely impact our ability to complete or profit from acquisitions.

We must respond to the rapid changes in technology, services and standards that characterize our industry in order to remain competitive.

The radio broadcasting industry is subject to technological change, evolving industry standards and the emergence of new media technologies and services. In some cases, our ability to compete is dependent on our acquisition of new technologies and our provision of new services, and there can be no assurance that we will have the resources to acquire those new technologies or provide those new services; in other cases, the introduction of new technologies and services, including online music services, could increase competition and have an adverse effect on our revenue. Recent new media technologies and services include the following:

•  audio programming by cable television systems, direct broadcast satellite systems, Internet content providers (both landline and wireless), Internet-based audio radio services, smart phone and other mobile applications, satellite delivered digital audio radio service and other digital audio broadcast formats;

•  HD Radio^tm digital radio, which can provide multi-channel, multi-format digital radio services in the same bandwidth currently occupied by traditional AM and FM radio services; and

•  low power FM radio, which can result in additional FM radio broadcast stations in markets where we have stations.

We also cannot assure that we will continue to have the resources to acquire other new technologies or to introduce new services that could compete with other new technologies. We cannot predict the effect, if any, that competition arising from new technologies may have on the radio broadcasting industry or on our business.

We face many unpredictable business risks that could have a material adverse effect on our future operations.

Our operations are subject to many business risks, including certain risks that specifically influence the radio broadcasting industry. These include:

•  changing economic conditions, both generally and relative to the radio broadcasting industry in particular;

•  shifts in population, listenership, demographics or audience tastes;

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•  the level of competition from existing or future technologies for advertising revenues, including, but not limited to, other radio stations, satellite radio, television stations, newspapers, the Internet, and other entertainment and communications media; and

•  changes in laws as well as changes in governmental regulations and policies and actions of federal regulatory bodies, including the United States Department of Justice, the Federal Trade Commission and the FCC.

Given the inherent unpredictability of these variables, we cannot with any degree of certainty predict what effect, if any, these risks will have on our future operations. Any one or more of these variables may have a material adverse effect on our future operations.

There are risks associated with our acquisition strategy.

We intend to continue to grow through the pending Acquisitions and by acquiring radio station clusters and individual radio stations in the future. We cannot predict whether we will be successful in pursuing these acquisitions or what the consequences of these acquisitions will be. Consummation of our pending Acquisitions are, and any acquisitions in the future may be, subject to various conditions, such as compliance with FCC and antitrust regulatory requirements. The FCC requirements include:

•  approval of license assignments and transfers;

•  limits on the number of stations a broadcaster may own in a given local market; and

•  other rules or policies, such as the ownership attribution rules, that could limit our ability to acquire stations in certain markets where one or more of our stockholders, officers or directors have other media interests.

The antitrust regulatory requirements include:

•  filings with the U.S. Department of Justice and the Federal Trade Commission under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (“HSR Act”), where applicable;

•  expiration or termination of any applicable waiting period under the HSR Act; and

•  possible review by the United States Department of Justice or the Federal Trade Commission of antitrust issues under the HSR Act or otherwise.

Completion of any acquisition may also only be approved subject to our compliance with certain conditions. These conditions may be onerous, and may include the requirement that we divest certain assets, which may include stations we already own or we propose to acquire. We cannot be certain whether any of these conditions will be satisfied, the timing thereof, or the potential impact on us any such conditions may have. In addition, the FCC has in the past asserted the authority to review levels of local radio market concentration as part of its acquisition approval process, even where proposed assignments would comply with the numerical limits on local radio station ownership in the FCC’s rules and the Communications Act of 1934, as amended (the “Communications Act”).

Our acquisition strategy involves numerous other risks, including risks associated with:

•  identifying acquisition candidates and negotiating definitive purchase agreements on satisfactory terms;

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•  integrating operations and systems and managing a large and geographically diverse group of stations;

•  diverting our management’s attention from other business concerns;

•  potentially losing key employees at acquired stations; and

•  a diminishing number of properties available for sale in appropriately sized and located markets.

We cannot be certain that we will be able to successfully integrate any acquisitions or manage the resulting business effectively, or that any acquisition will achieve the benefits that we anticipate. In addition, we are not certain that we will be able to acquire properties at valuations as favorable as those of previous acquisitions. Depending upon the nature, size and timing of potential future acquisitions, we may be required to raise additional financing in order to consummate additional acquisitions. For example, as described in more detail elsewhere herein, in connection with the Citadel Acquisition, we entered into the Debt Commitment in order to undertake the Global Refinancing to be able to complete that acquisition. We cannot assure you that our debt agreements, as may be in place at any time, will permit us to consummate an acquisition or access the necessary additional financing because of certain covenant restrictions, or that additional financing will be available to us or, if available, that financing would be on terms acceptable to our management.

We have written off, and could in the future be required to write off, a significant portion of the fair market value of our FCC broadcast licenses and goodwill, which may adversely affect our financial condition and results of operations.

As of December 31, 2010, our FCC licenses and goodwill comprised 67.7% of our assets. Each year, and on an interim basis if appropriate, we are required by ASC 350, Intangibles—Goodwill and Other, to assess the fair market value of our FCC broadcast licenses and goodwill to determine whether the carrying value of those assets is impaired. During the years ended December 31, 2010, 2009 and 2008 we recorded impairment charges of approximately $0.7 million, $175.0 million, and $498.9 million, respectively, in order to reduce the carrying value of certain broadcast licenses and goodwill to their respective fair market values. Our future impairment reviews could result in additional impairment charges. Such additional impairment charges would reduce our reported earnings, possibly materially, for the periods in which they are recorded.

Disruptions in the capital and credit markets could restrict our ability to access further financing.

We rely in significant part on the capital and credit markets to meet our financial commitments and short-term liquidity needs if internal funds are not available from operations. Disruptions in the capital and credit markets, such as have been experienced over the past several years, could adversely affect our ability to draw on our credit facilities. Access to funds under those credit facilities is dependent on the ability of our lenders to meet their funding commitments. Those lenders may not be able to meet their funding commitments if they experience shortages of capital and liquidity or if they experience excessive volumes of borrowing requests from their borrowers within a short period of time. Disruptions in the capital and credit markets have also resulted in increased costs associated with bank credit facilities. Continuation of these disruptions could increase our interest expense and adversely affect our results of operations.

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Longer term disruptions in the capital and credit markets as a result of uncertainty, changing or increased regulation, reduced alternatives or failures of significant financial institutions, could adversely affect our access to financing. Any such disruption could require us to take measures to conserve cash until the markets stabilize or until alternative credit arrangements or other funding can be arranged. Such measures could include deferring capital expenditures and reducing or eliminating future uses of cash, any of which could materially adversely affect our business and results of operations.

We are exposed to credit risk on our accounts receivable. This risk is heightened during periods when economic conditions worsen.

Our outstanding trade receivables are not covered by collateral or credit insurance. While we have procedures to monitor and limit exposure to credit risk on our trade receivables, which risk is heightened during periods when economic conditions worsen, there can be no assurance such procedures will effectively limit our credit risk and avoid losses, which could have a material adverse effect on our financial condition and operating results.

Counterparties to derivative transactions we enter into may not be able to perform their obligations under such transactions.

Although we evaluate the credit quality of potential counterparties to derivative transactions and only enter into agreements with those deemed to have minimal credit risk at the time the agreements are executed, there can be no assurances that such counterparties will be able to perform their obligations under the relevant agreements. If our counterparties fail to perform their obligations, we may not be able to receive the expected benefits from such derivative transactions, which could adversely affect our financial condition and results of operations.

We are dependent on key personnel.

Our business is managed by a small number of key management and operating personnel, and our loss of one or more of these individuals could have a material adverse effect on our business. We believe that our future success will depend in large part on our ability to attract and retain highly skilled and qualified personnel and to expand, train and manage our employee base. Although we have entered into employment agreements with some of our key management personnel that include provisions restricting their ability to compete with us under specified circumstances we cannot assure you that all of those restrictions would be enforced if challenged in court.

We also employ several on-air personalities with large loyal audiences in their individual markets. The loss of one or more of these personalities could result in losses of audience share in that particular market which, in turn, could adversely affect revenues in that particular market.

The broadcasting industry is subject to extensive and changing Federal regulation.

The radio broadcasting industry is subject to extensive regulation by the FCC under the Communications Act. We are required to obtain licenses from the FCC to operate our stations. Licenses are normally granted for a term of eight years and are renewable. Although the vast majority of FCC radio station licenses are routinely renewed, we cannot assure that the FCC will grant our existing or future renewal applications or that the renewals will not include

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conditions out of the ordinary course of our operations. The non-renewal, or renewal with conditions, of one or more of our licenses could have a material adverse effect on us.

We must also comply with the extensive FCC regulations and policies in the ownership and operation of our radio stations. FCC regulations limit the number of radio stations that a licensee can own in a market, which could restrict our ability to acquire radio stations that could be material to our overall financial performance or our financial performance in a particular market.

The FCC also requires radio stations to comply with certain technical requirements to limit interference between two or more radio stations. Despite those limitations, a dispute could arise whether another station is improperly interfering with the operation of one of our stations or another radio licensee could complain to the FCC that one of our stations is improperly interfering with that licensee’s station. There can be no assurance as to how the FCC might resolve such a dispute. These FCC regulations and others may change over time, and we cannot assure that those changes would not have a material adverse effect on us.

The FCC has been vigorous in its enforcement of its indecency rules against the broadcast industry, a violation of which could have a material adverse effect on our business.

FCC regulations prohibit the broadcast of “obscene” material at any time, and “indecent” material between the hours of 6:00 a.m. and 10:00 p.m. The FCC has increased its enforcement efforts over the last few years with respect to these regulations. FCC regulatory oversight was augmented by legislation that substantially increased the penalties for broadcasting indecent programming (up to $325,000 for each incident), and subjected broadcasters to license revocation, renewal or qualification proceedings under certain circumstances in the event that they broadcast indecent or obscene material. However, the FCC has refrained from processing and disposing of thousands of complaints that have been filed because of uncertainty concerning the validity of prior FCC rulings, which are now being challenged in various courts. It is impossible to predict when courts will finally resolve outstanding issues and what, if any, impact those judicial decisions will have on any complaints that have been or may be filed against our stations. Whatever the impact of those judicial decisions, we may in the future become subject to new FCC inquiries or proceedings related to our stations’ broadcast of allegedly indecent or obscene material. To the extent that such an inquiry or proceeding results in the imposition of fines, a settlement with the FCC, revocation of any of our station licenses or denials of license renewal applications, our results of operation and business could be materially adversely affected.

Proposed legislation requires radio broadcasters to pay royalties to record labels and recording artists.

We currently pay royalties to song composers and publishers through Broadcast Music Inc., the American Society of Composers, Authors and Publishers and SESAC, Inc. Congress has been actively considering legislation which would change the copyright fees and the procedures by which the fees are determined. The legislation has been the subject of considerable debate and activity by the broadcast industry and other parties affected by the legislation. It cannot be predicted whether any proposed legislation will become law or what impact it would have on our results from operations, cash flows or financial position.

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We are required to obtain prior Federal approval for each radio station acquisition, which approvals may be subject to our compliance with certain conditions, possibly including asset divestitures, which may be material.

Acquisitions have been, and may continue to be, a critical component of our overall strategy. The acquisition of a radio station requires the prior approval of the FCC and may require approvals by other governmental agencies, such as the Department of Justice or the Federal Trade Commission. To obtain that approval, a proposed acquirer is required to file a transfer of control or assignment application with the FCC. The Communications Act and FCC rules allow members of the public and other interested parties to file petitions to deny or other objections to the FCC with respect to the grant of any transfer or assignment application. The FCC could rely on those objections or its own initiative to deny a transfer or assignment application or to require changes in the transaction, including the divestiture of radio stations and other assets, as a condition to having the application granted. For example, in connection with the Citadel Acquisition, we have identified radio stations in certain markets that we expect we will be required to divest in order to obtain FCC approval of such transaction. Although we do not currently expect such divestitures to be material to our financial position or results of operations, no assurances can be provided that we would not be required to divest additional radio stations in connection with obtaining such approval, or that any such required divestitures would not be material to our financial position of results of operations. The FCC could also change its existing rules and policies to reduce the number of stations that we would be permitted to acquire in some markets. For these and other reasons, there can be no assurance that the FCC will approve potential future acquisitions that we deem material to our business.

Certain stockholders or groups of stockholders have, and will have, the right to appoint members to our board of directors and, consequently, the ability to exert significant influence over us.

As of March 4, 2011, and after giving effect to the exercise of all of their respective options exercisable within 60 days of that date, Lewis W. Dickey, Jr., our Chairman, President, Chief Executive Officer and a director, his brother, John W. Dickey, our Executive Vice President, and their father, Lewis W. Dickey, Sr., together with members of their family (collectively, the “Dickeys”), collectively beneficially owned shares representing approximately 50.6% of the outstanding voting power of our common stock.

Also as of March 4, 2011, after giving effect to the exercise of all of their options exercisable within 60 days of that date, and the conversion of all of their shares into shares of our class A common stock, BA Capital and its affiliate, Banc of America SBIC, L.P. (together, the “BOA Entities”), together beneficially owned approximately 17.8% of the total voting power of our common stock. Pursuant to a voting agreement, the BOA Entities currently have the right to designate one member of our board of directors, and Mr. Robert Sheridan currently serves on our board of directors as the BOA Entities’ designee.

In connection with our entry into the Investment Agreement, we, the Investors and certain other stockholders have agreed to enter into a stockholders agreement, which will provide for, among other things, the obligations of us, the Investors and those stockholders to vote their shares in a certain manner in some instances. Pursuant thereto, from and after the closing of the Equity Investment, the size of our board of directors will be set at seven members, and Crestview, which will be our largest stockholder upon completion of the Equity Investment, will have the right to designate two of those members, and each of the Dickeys, the BOA Entities and Blackstone will

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have the right to designate one of those members. In addition, for so long as Crestview remains our largest stockholder, it will have the right to designate one of its board-designees as our “lead director.” These board-designee rights generally continue for each party until it ceases to own a specified number of shares of our stock or upon the occurrence of certain other events. This stockholders agreement is also expected to contain other rights and obligations of the parties thereto with respect to us and our stock. For so long as this stockholders’ agreement is in effect, the stockholder parties may agree to take actions, or refrain from acting, in a manner in which our other stockholders would deem to be not in our best interests.

Further, pursuant to a currently effective voting agreement, the Dickeys are required to vote a certain percentage of their shares of stock in accordance with the vote of all other stockholders on any matter submitted to a vote of our stockholders. This voting agreement will terminate upon the consummation of the Citadel Acquisition, at which time there will not be any remaining restrictions on the Dickeys’ right to vote their shares, except as may be described elsewhere in this offering memorandum.

As a result of these significant stockholdings, and their right to designate members of our board, these stockholders are expected to be able to exert significant influence over our policies and management, potentially in a manner which may not be in our best interests.

Risks related to the Acquisitions

In connection with the Acquisitions, we have incurred, and expect to continue to incur, substantial costs. If we are unable to complete the Acquisitions, we may not be able to recover such costs and may incur substantial additional costs.

We have incurred and will incur substantial transaction costs and expenses in connection with the proposed Acquisitions. These costs are primarily associated with the fees of attorneys, accountants and our financial advisors. Further, we have diverted significant management resources in an effort to complete the proposed Acquisitions and are subject to certain restrictions contained in the agreement governing the Citadel Acquisition on the conduct of our business. The Acquisitions are subject to a number of significant conditions including, but not limited to: (i) regulatory approval by the FCC, (ii) HSR approval and (iii) approval by the stockholders of Cumulus and Citadel, as applicable, and many of these conditions are outside of our control. If the proposed Acquisitions are not completed, we will have incurred significant costs, including the diversion of management resources, for which we will have received little or no benefit. Additionally, if the proposed Acquisitions are not completed, we may experience negative reactions from the financial markets and our advertisers, stockholders and employees. Finally, if the proposed Citadel Acquisition is not completed under certain circumstances specified in the Citadel Merger Agreement, such as our inability to obtain the necessary financing to complete the Citadel Acquisition, we may be required to pay to Citadel a termination fee of up to $80.0 million. Our inability to recover any of the costs incurred, or expected to be incurred, from the benefits of acquisition synergies, increased revenues or otherwise, or the requirement to pay Citadel the termination fee, could have a material adverse effect on our operating results and financial condition.

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We are required to obtain various Federal regulatory approvals for the Citadel Acquisition, including approval of the FCC, which approval may be subject to our compliance with certain conditions.

Completion of the Citadel Acquisition requires prior approval of the FCC and the Department of Justice and may require approvals by other governmental agencies as well. As part of the FCC approval process, we have filed transfer of control and assignment applications with the FCC. The Communications Act and FCC rules allow members of the public and other interested parties to file petitions to deny or other objections with the FCC with respect to the grant of those transfer and assignment applications. The FCC could rely on any petitions or other objections that may be filed, or its own initiative, to deny a transfer or assignment application, to require changes in the Citadel transaction documents relating to those applications, including divestiture of radio stations and other assets, or impose other conditions to the grant of any of the applications. For these and other reasons, there can be no assurance that the FCC will approve our applications and, consequently, the related underlying transactions. Any changes necessary to obtain the FCC’s approval may have a material adverse effect on our business, financial condition and results of operations.

We are required to obtain FCC approval of the CMP Acquisitions, and have not yet received this approval, a portion of the CMP Acquisition is still subject to FCC review.

Completion of the CMP Acquisition requires prior approval of the FCC. A third party filed an objection to the grant of one of the transfer of control applications (relating to translators) filed in conjunction with the CMP Acquisition. The FCC denied that objection in a letter ruling released on April 21, 2011. The party filing the objection has 30 days to seek reconsideration or further review of that decision, and the FCC itself could reverse that decision on its own initiative at any time within 40 days. For those reasons, there can be no assurance that the FCC will not change that decision. If that decision was reversed, no assurances could be provided that we would be able to obtain FCC approval of the CMP Acquisition on a timely basis, on the expected terms, or at all, which could materially adversely effect our business, financial condition and results of operations.

We may not realize the expected benefits of either or both of the Acquisitions because of integration difficulties and other challenges.

The success of the Acquisitions will depend, in part, on our ability to realize the anticipated synergies and cost savings from integrating each of CMP’s and Citadel’s business with our existing business. The integration process may be complex, costly and time-consuming. The difficulties of integrating the operation of either or both of CMP’s and Citadel’s business include, among others:

•  failure to implement our business plan for the combined business;

•  unanticipated issues in integrating logistics, information, communications and other systems;

•  unanticipated changes in applicable laws and regulations;

•  the impact on our internal controls and compliance with the regulatory requirements under the Sarbanes-Oxley Act of 2002; and

•  unanticipated issues, expenses and liabilities.

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We may not be able to accomplish either or both of these integrations smoothly, successfully or within the anticipated costs or time frame. The diversion of the attention of management from our current operations to the integration effort and any difficulties encountered in combining operations could prevent us from realizing the full benefits anticipated to result from the Acquisitions and could adversely affect our business.

The Acquisitions may be completed on different terms from those contained in the agreements relating to the Acquisitions.

Prior to the completion of either of the Acquisitions, we may amend or alter the terms thereof, including with respect to, among other things, the purchase prices to be paid thereunder, assets to be acquired or any covenants or agreements with respect to our respective operations during the pendency thereof, among other things. Any such amendments or alterations to the terms of the Exchange Agreement, the Citadel Merger Agreement or related agreements, may have negative consequences to noteholders including, among other things, reducing the cash available for operations or to meet our obligations or restricting or limiting our assets or our operations, any of which could also have a material adverse effect on our business, financial condition and results of operations.

If we are unable to finance the Citadel Acquisition, the acquisition will not be completed and we may be obligated to pay a termination fee of up to $80.0 million.

We have obtained commitments for up to $500.0 million in equity financing through the Equity Investment and up to $2.5 billion in senior secured debt financing through the Acquisition Credit Facility, as well as additional commitments pursuant to the Acquisition Bridge Facility, the proceeds of which we intend to use, in part, to pay the cash portion of the consideration payable in connection with the Citadel Acquisition. We have not, however, entered into the definitive agreements for this financing. In the event we are unable to enter into such definitive agreements on the proposed terms, alternative financing may not be available on acceptable terms in a timely manner, or at all. If alternative financing becomes necessary and we are unable to secure such alternative financing, the acquisition will not be completed.

In the event of a termination of the Citadel Merger Agreement due to our inability to obtain the necessary financing to complete the Citadel Acquisition, we may be obligated to pay Citadel a termination fee of up to $80.0 million, which could have a material adverse effect on our operating results and financial condition.

We will take on substantial additional long-term indebtedness in connection with the Citadel Acquisition, which will increase the risks we now face with our current indebtedness.

We intend to finance the Citadel Acquisition, and refinance our, CMP’s (assuming the CMP Acquisition has been consummated) and Citadel’s existing indebtedness, with up to $2.5 billion in senior secured debt financing through the Acquisition Credit Facility and potentially additional financing under the Acquisition Bridge Facility. As a result, we will have long-term indebtedness that will be substantially greater than our long-term indebtedness prior to the Acquisitions and related refinancing. This new indebtedness will increase the related risks we now face with our current indebtedness.

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We may be required to issue preferred stock in connection with the Equity Investment with terms that could negatively impact our liquidity.

Pursuant to the terms of the Investment Agreement, MIHI may, at its option, subscribe to purchase up to $125.0 million in liquidation value of shares of a newly created series of perpetual redeemable non-convertible preferred stock instead of shares of our common stock. Dividends on this preferred stock would accrue at a rate of 10% per annum for the first six months after closing, 14% per annum thereafter until the second anniversary of closing, 17% per annum plus the positive change in LIBOR from the closing of the Equity Investment to each even-numbered anniversary thereof (the “LIBOR Increase Amount”) per annum thereafter until the fourth anniversary of closing, and 20% plus the LIBOR Increase Amount per annum thereafter. If MIHI elects to purchase our preferred stock instead of our common stock, the requirement that we pay dividends, either in cash or through the issuance of additional shares of preferred stock, could materially impact our liquidity position and may require us to dedicate a significant portion of our cash flows to servicing dividend requirements. This would reduce the amount of cash flow available for working capital, capital expenditures and servicing our indebtedness, including the notes.

The unaudited pro forma financial information may not be reflective of our operating results and financial condition following the Acquisitions.

The unaudited pro forma financial information contained herein is derived from our, CMP’s and Citadel’s separate historical audited consolidated financial statements. The preparation of this pro forma information is based upon available information and certain assumptions and estimates that we currently believe are reasonable, including certain assumptions with respect to our stock price and interest rates at the closing of the Citadel Acquisition, the amount of cash and stock Citadel stockholders will elect to receive in the Citadel Acquisition, whether and to what extent Macquarie elects to invest in warrants exercisable for our non-voting common stock, or our perpetual redeemable non-convertible preferred stock, and the assumption that the radio stations we expect to be required to divest in order to obtain FCC approval of the Citadel Acquisition would not be material to our financial position or results of operations. These assumptions and estimates may not prove to be accurate, and this pro forma information may not necessarily reflect what our results of operations and financial position would have been had the Acquisitions and related transactions been completed if these assumptions were accurate, or occurred during the periods presented, or what our results of operations and financial position will be in the future.

If we complete the Citadel Acquisition, the loss of affiliation agreements by Citadel’s Radio Network could materially adversely affect our results of operations on a Citadel Pro Forma Basis or an Overall Pro Forma Basis.

Upon consummation of the Citadel Acquisition, we will own Citadel’s Radio Network, which has approximately 4,000 station affiliates and 9,000 program affiliations. The Radio Network receives advertising inventory from its affiliated stations, either in the form of stand-alone advertising time within a specified time period or commercials inserted by the Radio Network into its programming. In addition, primarily with respect to satellite radio providers, Citadel receives a fee for providing such programming. The loss of network affiliation agreements of the Radio Network could adversely affect our results of operations on a Citadel Pro Forma basis or an Overall Pro Forma Basis by reducing the reach of Citadel’s network programming and, therefore, its attractiveness to advertisers. Renewal on less favorable terms may also adversely affect our

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results of operations on a Citadel Pro Forma Basis or an Overall Pro Forma Basis through reduction of advertising revenue.

Because Citadel’s consolidated financial statements reflect fresh start accounting adjustments made upon emergence from bankruptcy, and because of the effects of the transactions that became effective pursuant to the Citadel’s bankruptcy emergence plan, financial information in the post-emergence financial statements is not comparable to its financial information from prior periods.

Upon Citadel’s emergence from bankruptcy, it adopted fresh start accounting pursuant to which its reorganization value, which represents the fair value of the entity before considering liabilities and approximates the amount a willing buyer would pay for the assets of the entity immediately after the reorganization, was allocated to the fair value of assets. The amount remaining after allocation of the reorganization value to the fair value of identified tangible and intangible assets is reflected as goodwill, which is subject to periodic evaluation for impairment. Further, under fresh start accounting, the accumulated losses included in Citadel’s stockholders’ deficit were eliminated. In addition to fresh start accounting, Citadel’s consolidated financial statements reflect all effects of the transactions contemplated by Citadel’s Emergence Plan. Thus, Citadel’s balance sheets and statements of operations data are not comparable in many respects to its consolidated balance sheets and consolidated statements of operations data for prior to its adoption of Fresh Start Accounting and prior to accounting for the effects of the reorganization.

Citadel has significant tax assets, usage of which may be subject to limitations in the future.

As of December 31, 2010, Citadel had approximately $225.7 million of net operating losses for U.S. federal income tax purposes. However, Citadel’s chapter 11 proceedings (as defined herein) resulted in a change of control for purposes of Section 382 of the U.S. Internal Revenue Code of 1986, limiting its ability to utilize approximately $150.0 million of its net operating losses to offset future federal income tax liabilities. Citadel estimates that the maximum amount of net operating losses that it may use in each year through 2030 to offset federal income tax liabilities is approximately $50.0 million. Citadel expects to increase this amount for certain recognized built-in gains. However, the amount of the increase is uncertain and varies by year.

Closing of either Acquisition may trigger change in control provisions in certain agreements to which we, CMP or Citadel are parties.

The closing of either Acquisition may trigger change in control provisions in certain agreements to which we, CMP or Citadel are parties. If we, CMP or Citadel are unable to negotiate waivers of those provisions, the counterparties may exercise their rights and remedies under the agreements (including terminating the agreements or seeking monetary damages). Even if we, CMP or Citadel were able to negotiate waivers, the counterparties may require a fee for such waiver or seek to renegotiate the agreements on materially less favorable terms prior to such change in control.

****

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Unaudited pro forma condensed consolidated financial information

The following unaudited pro forma condensed consolidated financial information is based on our historical audited consolidated financial statements and the historical audited consolidated financial statements of each of CMP and Citadel. The following unaudited pro forma condensed consolidated financial information is intended to provide you with information about how each of the CMP Acquisition and the Citadel Acquisition, and the related refinancing transactions, might have affected our historical consolidated financial statements if such transactions had closed as of January 1, 2010, in the case of the statement of operations information, and December 31, 2010, in the case of the balance sheet information.

The unaudited pro forma condensed consolidated financial information is presented on the following bases:

•  a CMP Pro Forma Basis, as adjusted to reflect the Refinancing and the CMP Acquisition;

•  a Citadel Pro Forma Basis, as adjusted to reflect the Refinancing, the Citadel Acquisition and the Global Refinancing (excluding any portion thereof relating to the refinancing of CMP Debt); and

•  an Overall Pro Forma Basis, as adjusted to reflect the Refinancing, the CMP Acquisition, the Citadel Acquisition and the Global Refinancing.

Furthermore, for purposes of the presentation of this unaudited pro forma condensed consolidated financial information, Cumulus has assumed that the Citadel Acquisition Consideration will consist of $1.2 billion in cash and the issuance of 128,657,000 shares of Cumulus common stock, having an aggregate value of $567.4 million.

Each of the Acquisitions will be accounted for as a business combination using the purchase method of accounting and, accordingly, is expected to result in the recognition of assets acquired and liabilities assumed at fair value. However, as of the date of this offering memorandum, we have not performed the valuation studies necessary to estimate the fair values of the assets we expect to acquire and the liabilities we expect to assume to reflect the allocation of purchase price to the fair value of such amounts.

For purposes of preparing the following pro forma adjustments to reflect the CMP Acquisition, we have estimated the fair value of the indefinite-lived intangible assets using independent third-party valuations as of December 31, 2010. For purposes of preparing the pro forma adjustments to reflect the Citadel Acquisition, we have carried forward the net book value of the indefinite-lived and definite-lived intangible assets from those appearing in Citadel’s audited consolidated financial statements, as we do not have any independent third-party valuations or other valuation studies estimating the value of these intangible assets. However, due to Citadel’s application of fresh-start accounting upon emergence from bankruptcy, Citadel’s intangible assets were adjusted to fair value during 2010. For each Acquisition, the excess of the consideration expected to be transferred over the fair value of the net assets expected to be acquired has been presented as an adjustment to goodwill. We have not estimated the fair value of other assets expected to be acquired or liabilities expected to be assumed, including, but not limited to, current assets, property and equipment, current liabilities, other miscellaneous liabilities and other finite-lived intangible assets and related deferred tax liabilities. A final determination of these fair values will be based upon appraisals prepared by independent third parties and on the actual tangible and

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identifiable intangible assets and liabilities that actually exist as of the closing date of each respective Acquisition. The actual allocations of the consideration transferred may differ materially from the allocations assumed in these unaudited pro forma condensed consolidated financial statements.

The presentation of financial statements on a Citadel Pro Forma Basis and on an Overall Pro Forma Basis includes the combined results of operations of Citadel, including its predecessor and successor periods. In connection with the restructuring and reorganization pursuant to the Bankruptcy Code, Citadel adopted fresh-start reporting as of June 1, 2010 (the “Fresh-Start Date”). Citadel adopted these fresh-start reporting provisions in accordance with accounting guidance on reorganizations. Historical financial results of Citadel are presented for the “Predecessor” entity for periods prior to Citadel’s emergence from bankruptcy and for the “Successor” entity for periods after Citadel’s emergence from bankruptcy. As a result, financial results from periods prior to Citadel’s emergence from bankruptcy are not comparable to financial results from periods after that date. The combined operating results for Citadel including the Successor and Predecessor periods in 2010 are not necessarily indicative of the results that may be expected for a full fiscal year. Presentation of the combined financial information of the Predecessor and Successor for the twelve months ended December 31, 2010 is not in accordance with GAAP. However, we believe that the combined financial results are useful for management and investors to assess ongoing financial and operational performance and trends.

The unaudited pro forma condensed consolidated financial information below is based upon currently available information and estimates and assumptions that we believe are reasonable as of the date hereof. These estimates and assumptions relate to matters including, but not limited to, Cumulus’ stock price at the date of closing of each of the CMP Acquisition and the Citadel Acquisition (which was assumed to be $4.41 per share, the closing price of Cumulus’ common stock on the Nasdaq Stock Market on March 29, 2011, the most recent practicable date), which will be used to determine the final purchase price consideration, the LIBOR rate in effect for borrowings at the date of closing of the Global Refinancing, which will be used to determine the interest rate on borrowings under the Acquisition Credit Facility, and the form of the investment in our equity securities made by MIHI pursuant to the Investment Agreement which was assumed to be common stock, which will impact, among other things, our available cash, interest expense and stockholders’ equity. We have also assumed that, in connection with obtaining FCC or other federal regulatory approval to complete the Citadel Acquisition, any radio stations that we may be required to divest would not be material to our consolidated financial position or results of operations and, as a result, we have not made provision in this unaudited pro forma condensed consolidated financial information for any such divestitures.

Any of the factors underlying these estimates and assumptions may change, and the estimates and assumptions may not be representative of facts existing at the closing date of either of the Acquisitions.

The unaudited pro forma condensed consolidated financial information is presented for illustrative and informational purposes only and is not intended to represent or be indicative of what our financial condition or results of operations would have been had the transactions described above occurred on the dates indicated. The unaudited pro forma condensed consolidated financial information also should not be considered representative of our future financial condition or results of operations. In addition to the pro forma adjustments to our historical audited consolidated financial statements, various other factors will have an effect on our financial condition and results of operations, both before and after the closing of each of the Acquisitions and related financing transactions. You should read the unaudited pro forma condensed consolidated financial information in conjunction with the information under

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“Risk factors,” in addition to our audited consolidated financial statements and the related notes and the audited consolidated financial statements and the related notes.

Unaudited CMP Pro Forma Basis condensed consolidated statements of operations for year ended December 31, 2010

										CMP
										Pro Forma				CMP
	CMI			CMP			KC LLC			Basis				Pro Forma
(dollars in thousands)	historical			historical			historical (A)			adjustments				Basis
Broadcast revenues	$	259,187		$	188,718		$	(7,043	)	$	–			$	440,862
Management fee from affiliate		4,146			–			–			(4,000	)	(B)		146
Net revenues		263,333			188,718			(7,043	)		(4,000	)			441,008
Operating expenses
Station operating expenses (excluding depreciation, amortization and LMA fees)		159,807			103,103			(6,086	)		–				256,824
Depreciation and amortization		9,098			8,576			(1,780	)		–				15,894
LMA fees		2,054			–			–			–				2,054
Corporate general and administrative expenses		18,519			8,397			(1,138	)		(4,000	)	(B)		21,778
Loss on sale of assets		–			29			–			–				29
Realized loss on derivative instrument		1,957			–			–			–				1,957
Impairment of intangible assets and goodwill		671			3,296			(3,296	)		–				671
Total operating expenses		192,106			123,401			(12,300	)		(4,000	)			299,207
Operating income		71,227			65,317			5,257			–				141,801
Nonoperating income (expense)
Interest expense, net		(30,307	)		(28,171	)		6,034			(22,783	)	(C)		(75,227	)
Terminated transaction expense		(7,847	)		–			–			–				(7,847	)
Other income (expense), net		108			349			(350	)		–				107
Total nonoperating expense, net		(38,046	)		(27,822	)		5,684			(22,783	)			(82,967	)
Income (loss) before income taxes and equity in net losses of affiliate		33,181			37,495			10,941			(22,783	)			58,834
Income tax (expense) benefit		(3,779	)		(18,210	)		847			8,658		(D)		(12,484	)
Net income (loss)	$	29,402		$	19,285		$	11,788		$	(14,125	)		$	46,350

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Unaudited CMP Pro Forma Basis condensed consolidated balance sheet as of December 31, 2010
										CMP
										Pro Forma				CMP
	CMI			CMP			KC LLC			Basis				Pro Forma
(dollars in thousands)	historical			historical			historical(A)			adjustments				Basis
Assets:
Current assets
Cash and cash equivalents	$	12,814		$	21,953		$	(2,324	)	$	4,992		(C)	$	37,435
Restricted cash		604			601			–			–				1,205
Accounts receivable, less allowance for doubtful accounts		38,267			34,869			(1,037	)		–				72,099
Trade receivable		3,605			977			–			–				4,582
Deferred tax asset		–			807			(25	)		–				782
Prepaid expenses and other current assets		4,403			7,002			136			(1,000	)	(B)		10,541
Total current assets		59,693			66,209			(3,250	)		3,992				126,644
Property and equipment, net		39,684			26,538			(5,875	)		–				60,347
Intangible assets, net		160,970			243,144			(15,233	)		19,038		(E)		407,919
Goodwill		56,079			79,700			–			457,705		(E)		593,484
Deferred financing costs		910			5,202			(221	)		13,090		(C)		18,981
Long-term investments		–			4,000			–			2,400		(E)		6,400
Other assets		2,300			–			–			–				2,300
Total assets	$	319,636		$	424,793		$	(24,579	)	$	496,225			$	1,216,075
Liabilities and stockholders’ (deficit) equity:
Current liabilities
Accounts payable and accrued expenses	$	20,365		$	20,966		$	(7,681	)	$	(3,061	)	(B,J)	$	30,589
Trade payable		3,569			768						–				4,337
Derivative instrument		3,683			3,252						–				6,935
Current portion of long-term debt		15,165			109,786			(86,228	)		(15,165	)	(C)		23,558
Total current liabilities		42,782			134,772			(93,909	)		(18,226	)			65,419
Long-term debt		575,843			615,734						34,157		(C)		1,225,734
Other liabilities		17,590			7,708			(20	)		–				25,278
Deferred income taxes		24,730			83,620			(25	)		7,234		(E)		115,559
Total liabilities		660,945			841,834			(93,954	)		23,165				1,431,990
Stockholders’ (deficit) equity
Preferred stock		–			–			–			–				–
Class A common stock		596			–			–			116		(L)		712
Class B common stock		58			–			–			–				58
Class C common stock		6			–			–			–				6
Class D common stock		–			–			–			66				66
Treasury stock, at cost		(256,792	)		–			–			–				(256,792	)
Additional paid-in-capital		964,156			310,850			(368	)		(266,803	)	(E)		1,007,835
Accumulated deficit		(1,049,333	)		(795,368	)		69,743			739,681		(E,F)		(1,035,277	)
Noncontrolling interest		–			67,477			–			–				67,477
Total stockholders’ (deficit) equity		(341,309	)		(417,041	)		69,375			473,060				(215,915	)
Total liabilities and stockholders’ equity (deficit)	$	319,636		$	424,793		$	(24,579	)	$	496,225			$	1,216,075

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Unaudited Citadel Pro Forma Basis condensed consolidated statements of operations for the year ended December 31, 2010
													Citadel
				Predecessor			Successor			Combined			Pro Forma				Citadel
	CMI			Citadel			Citadel			Citadel			Basis				Pro Forma
(dollars in thousands, except per share data)	historical			historical			historical			historical			adjustments				Basis
Broadcast revenues	$	259,187		$	295,424		$	444,142		$	739,566		$	–			$	998,753
Management fee from affiliate		4,146			–			–			–			–				4,146
Net revenues		263,333			295,424			444,142			739,566			–				1,002,899
Operating expenses
Station operating expenses (excluding depreciation, amortization and LMA fees)		159,807			194,685			278,231			472,916			–				632,723
Depreciation and amortization		9,098			11,365			58,564			69,929			20,204		(K)		99,231
LMA fees		2,054			455			379			834			–				2,888
Corporate general and administrative expenses		18,519			8,929			26,394			35,323			–				53,842
Loss on sale of assets		–			859			271			1,130			–				1,130
Realized loss on derivative instrument		1,957						–			–			–				1,957
Impairment of intangible assets and goodwill		671			–			–			–			–				671
Other operating (income) expenses		–			(5	)		7,215			7,210			–				7,210
Total operating expenses		192,106			216,288			371,054			587,342			20,204				799,652
Operating income		71,227			79,136			73,088			152,224			(20,204	)			203,247
Nonoperating income (expense)
Interest expense, net		(30,307	)		(17,771	)		(46,349	)		(64,120	)		(22,742	)	(F)		(117,169	)
Terminated transaction expense		(7,847	)		–			–			–			–				(7,847	)
Other income (expense), net		108			1,014,077			(20,969	)		993,108			(993,108	)	(K)		108
Total nonoperating expense, net		(38,046	)		996,306			(67,318	)		928,988			(1,015,850	)			(124,908	)
Income (loss) before income taxes and equity in net losses of affiliate		33,181			1,075,442			5,770			1,081,212			(1,036,054	)			78,339
Income tax (expense) benefit		(3,779	)		(5,737	)		(7,553	)		(13,290	)		8,351		(D)		(8,718	)
Net income (loss)	$	29,402		$	1,069,705		$	(1,783	)	$	1,067,922		$	(1,027,703	)		$	69,621

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Unaudited Citadel Pro Forma Basis condensed consolidated balance sheet as of December 31, 2010
							Citadel
							Pro Forma				Citadel
	CMI			Citadel			Basis				Pro Forma
(dollars in thousands)	historical			historical			adjustments				Basis
Assets:
Current assets
Cash and cash equivalents	$	12,814		$	111,624		$	(123,896	)	(F)	$	542
Restricted cash		604			3,931			–				4,535
Accounts receivable, less allowance for doubtful accounts		38,267			137,990			–				176,257
Trade receivable		3,605			761			–				4,366
Deferred tax asset		–			23,023			–				23,023
Prepaid expenses and other current assets		4,403			10,464			–				14,867
Total current assets		59,693			287,793			(123,896	)			223,590
Property and equipment, net		39,684			200,121			–				239,805
Intangible assets, net		160,970			1,119,540			–				1,280,510
Goodwill		56,079			763,849			535,729		(G)		1,355,657
Deferred financing costs		910			20,586			51,974		(F)		73,470
Long-term investments		–			–			–				–
Other assets		2,300			16,225			–				18,525
Total assets	$	319,636		$	2,408,114		$	463,807			$	3,191,557
Liabilities and stockholders’ equity (deficit):
Current liabilities
Accounts payable and accrued expenses	$	20,365		$	56,361		$	7,239		(F,H)	$	83,965
Trade payable		3,569			300			–				3,869
Derivative instrument		3,683			–			–				3,683
Current portion of long-term debt		15,165			3,500			(18,665	)	(F)		–
Total current liabilities		42,782			60,161			(11,426	)			91,517
Long-term debt		575,843			746,500			833,649		(F)		2,155,992
Other liabilities		17,590			58,342			–				75,932
Deferred income taxes		24,730			268,454			–				293,184
Total liabilities		660,945			1,133,457			822,223				2,616,625
Stockholders’ equity (deficit)
Preferred stock		–			–			–				–
Class A common stock		596			5			2,177		(G)		2,778
Class B common stock		58			18			(18	)	(G)		58
Class C common stock		6			–			–				6
Successor equity held in reserve		–			13,182			(13,182	)	(G)		–
Treasury stock, at cost		(256,792	)		–			–				(256,792	)
Additional paid-in-capital		964,156			1,263,235			(324,441	)	(G, I, L)		1,902,950
Accumulated deficit		(1,049,333	)		(1,783	)		(22,952	)	(G,H,J)		(1,074,068	)
Total stockholders’ (deficit) equity		(341,309	)		1,274,657			(358,416	)			574,932
Total liabilities and stockholders’ equity	$	319,636		$	2,408,114		$	463,807			$	3,191,557

24

Unaudited Overall Pro Forma Basis condensed consolidated statement of operations for the year ended December 31, 2010
							CMP																Citadel
							Pro Forma				CMP			Predecessor			Successor			Combined			Pro Forma				Overall
(dollars in thousands,	CMI			CMP			Basis				Pro Forma			Citadel			Citadel			Citadel			Basis				Pro Forma
except per share data)	historical			historical			adjustments				Basis			historical			historical			historical			adjustments				Basis
Broadcast revenues	$	259,187		$	188,718		$	(7,043	)	A	$	440,862		$	295,424		$	444,142		$	739,566		$	–			$	1,180,428
Management fee from affiliate		4,146			–			(4,000	)	B		146			–			–			–			–				146
Net revenues		263,333			188,718			(11,043	)			441,008			295,424			444,142			739,566			–				1,180,574
Operating expenses
Station operating expenses (excluding depreciation, amortization and LMA fees)		159,807			103,103			(6,086	)	(A)		256,824			194,685			278,231			472,916			–				729,740
Depreciation and amortization		9,098			8,576			(1,780	)	(A)		15,894			11,365			58,564			69,929			20,204		(K)		106,027
LMA fees		2,054			–			–				2,054			455			379			834			–				2,888
Corporate general and administrative expenses		18,519			8,397			(5,138	)	(A,B)		21,778			8,929			26,394			35,323			–				57,101
Loss on sale of assets		–			29			–				29			859			271			1,130			–				1,159
Realized loss on derivative instrument		1,957			–			–				1,957			–			–			–			–				1,957
Impairment of intangible assets and goodwill		671			3,296			(3,296	)	(A)		671			–			–			–			–				671
Other operating (income) expenses		–			–			–				–			(5	)		7,215			7,210			–				7,210
Total operating expenses		192,106			123,401			(16,300	)			299,207			216,288			371,054			587,342			20,204				906,753
Operating income (loss)		71,227			65,317			5,257				141,801			79,136			73,088			152,224			20,204				273,821
Nonoperating (expense) income
Interest expense, net		(30,307	)		(28,171	)		(16,749	)	(A,C)		(75,227	)		(17,771	)		(46,349	)		(64,120	)		(6,243	)	(J)		(145,590	)
Terminated transaction expense		(7,847	)		–			–				(7,847	)		–			–			–			–				(7,847	)
Other income (expense), net		108			349			(350	)	(A)		107			1,014,077			(20,969	)		993,108			(993,108	)	(K)		107
Total nonoperating expense, net		(38,046	)		(27,822	)		(17,099	)			(82,967	)		996,306			(67,318	)		928,988			(999,351	)			(153,330	)
Income (loss) before income taxes and equity in net losses of affiliate		33,181			37,495			(11,842	)			58,834			1,075,442			5,770			1,081,212			(1,019,555	)			120,491
Income tax (expense) benefit		(3,779	)		(18,210	)		9,505		(A,D)		(12,484	)		(5,737	)		(7,553	)		(13,290	)		2,082		(D)		(23,693	)
Net income (loss)	$	29,402		$	19,285		$	(2,338	)		$	46,350		$	1,069,705		$	(1,783	)	$	1,067,922		$	(1,017,473	)		$	96,798

25

 

Unaudited Overall Pro Forma Basis condensed consolidated balance sheet as of December 31, 2010
						CMP									Citadel
						Pro Forma				CMP					Pro Forma				Overall
	CMI			CMP		Basis				Pro Forma			Citadel		Basis				Pro Forma
(dollars in thousands)	historical			historical		adjustments				Basis			historical		adjustments				Basis
Assets:
Current assets
Cash and cash equivalents	$	12,814		$	21,953	$	2,668		(A,C)	$	37,435		$	111,624	$	(148,338	)	(J)	$	721
Restricted cash		604			601		–				1,205			3,931		–				5,136
Accounts receivable, less allowance for doubtful accounts		38,267			34,869		(1,037	)	(A)		72,099			137,990		–				210,089
Trade receivable		3,605			977		–				4,582			761		–				5,343
Deferred tax asset		–			807		(25	)	(A)		782			23,023		–				23,805
Prepaid expenses and other current assets		4,403			7,002		(864	)	(A,B)		10,541			10,464		–				21,005
Total current assets		59,693			66,209		742				126,644			287,793		(148,338	)			266,099
Property and equipment, net		39,684			26,538		(5,875	)	(A)		60,347			200,121		–				260,468
Intangible assets, net		160,970			243,144		3,805		(A,E)		407,919			1,119,540		–				1,527,459
Goodwill		56,079			79,700		457,705		(E)		593,484			763,849		535,729		(G)		1,893,062
Deferred financing costs		910			5,202		12,869		(A,C)		18,981			20,586		53,133		(J)		92,700
Long-term investments		–			4,000		2,400		(E)		6,400			–		–				6,400
Other assets		2,300			–		–				2,300			16,225		–				18,525
Total assets	$	319,636		$	424,793	$	471,646			$	1,216,075		$	2,408,114	$	440,524			$	4,064,713
Liabilities and stockholders’ equity (deficit):
Current liabilities
Accounts payable and accrued expenses	$	20,365		$	20,966	$	(10,742	)	(A,B,C,J)	$	30,589		$	56,361	$	5,608		(F,H)	$	92,558
Trade payable		3,569			768		–				4,337			300		–				4,637
Derivative instrument		3,683			3,252		–				6,935			–		–				6,935
Current portion of long-term debt		15,165			109,786		(101,393	)	(A,C)		23,558			3,500		(27,058	)	(A,C,F)		–
Total current liabilities		42,782			134,772		(112,135	)			65,419			60,161		(21,450	)			104,130
Long-term debt		575,843			615,734		34,157		(C)		1,225,734			746,500		824,766		(G,J)		2,797,000
Other liabilities		17,590			7,708		(20	)	(A)		25,278			58,342		(1,715	)	(J)		81,905
Deferred income taxes		24,730			83,620		7,210		(A,E)		115,560			268,454		–				384,014
Total liabilities		660,945			841,834		(70,789	)			1,431,990			1,133,457		801,601				3,367,048
Stockholders’ equity (deficit)
Preferred stock		–			–		–				–			–		–				–
Class A common stock		596			–		202				798			5		2,177		(G)		2,980
Class B common stock		58			–		–				58			18		(18	)	(G)		58
Class C common stock		6			–		–				6			–		–				6
Class D common stock		–			–		66				66			–		–				66
Successor equity held in reserve		–			–		–				–			13,182		(13,182	)	(G)		–
Treasury stock, at cost		(256,792	)		–		–				(256,792	)		–		–				(256,792	)
Additional paid-in-capital		964,156			310,850		(205,043	)	(A,E,H,L)		1,069,963			1,263,235		(324,441	)	(I,G,L)		2,008,757

26

Unaudited Overall Pro Forma Basis condensed consolidated balance sheet as of December 31, 2010
							CMP										Citadel
							Pro Forma				CMP						Pro Forma				Overall
	CMI			CMP			Basis				Pro Forma			Citadel			Basis				Pro Forma
(dollars in thousands)	historical			historical			adjustments				Basis			historical			adjustments				Basis
Accumulated deficit		(1,049,333	)		(795,368	)		814,686		(A,C,E,H)		(1,030,015	)		(1,783	)		(25,613	)	(G,H)		(1,057,411	)
Noncontrolling interest		–			67,477			(67,477	)	(K)		–			–			–				–
Total stockholders’ (deficit) equity		(341,309	)		(417,041	)		542,435				(215,915	)		1,274,657			(361,077	)			697,664
Total liabilities and stockholders’ equity	$	319,636		$	424,793		$	471,646			$	1,216,075		$	2,408,114		$	440,524			$	4,064,713

27

 

Pro Forma adjustments

Footnotes

A. Adjustments to reflect the KC LLC Restructuring. As described in more detail under “CMP business and management’s discussion and analysis of financial condition and results of operations,” on February 4, 2011, CMP, CMP Susquehanna Holdings Corp. (‘‘Holdings”) and KC LLC entered into a restructuring support agreement (the “KC LLC Restructuring Agreement”) with the lenders under the KC LLC Credit Facilities (as defined under “CMP business and management’s discussion and analysis of financial condition and results of operations”) regarding the restructuring of KC LLC’s debt (the “KC LLC Restructuring”). The KC LLC Restructuring is expected to be implemented through a pre-packaged plan of reorganization filed with the United States Bankruptcy Court for the District of Delaware (the “KC LLC Pre-packaged Bankruptcy Proceeding”). CMP expects that the KC LLC Pre-packaged Bankruptcy Proceeding will occur, and the KC LLC Restructuring will be completed, during the first half of 2011. If the KC LLC Restructuring is completed in accordance with the terms and conditions of the Restructuring Agreement, among other things: (1) Holdings will distribute all of the outstanding common stock of Radio Holdings to CMP; (2) all of the equity of Holdings will be transferred to the lenders under the KC LLC Credit Facilities or their nominee; and (3) Cumulus will continue to manage the radio stations of KC LLC in 2011, subject to annual renewal of the management arrangement thereafter. As a result, CMP will no longer have an ownership interest in KC LLC.

Because CMP does not expect that it will have a continuing ownership interest in KC LLC upon consummation of the KC LLC Restructuring, pro forma adjustments are being made to exclude KC LLC’s financial condition and results of operations as of and for the year ended December 31, 2010 from CMP’s historical results of operations and financial condition in the accompanying unaudited pro forma condensed consolidated financial information, and these related footnotes.

B. Adjustment to reflect the termination of the CMP Management Agreement. Under the terms of the CMP Management Agreement, CMP pays to Cumulus the greater of $4.0 million or 4% of Holdings’ adjusted EBITDA on an annual basis. At December 31, 2010, Cumulus had deferred revenue of $1.0 million and CMP had prepaid expenses of $1.0 million related to this agreement. Upon the closing of the CMP Acquisition, the CMP Management Agreement will no longer be in effect.

(dollars in thousands)
Pro forma balance sheet adjustment:
Elimination of prepaid management fee and deferred revenue:
Pro forma adjustment to line item, “Prepaid expense and other”	$	1,000
Pro forma adjustment to line item, “Accounts payable and accrued expense”	$	1,000
Pro forma statement of operations adjustment:
Elimination of 2010 management fee income and expense:
Pro forma adjustment to line item, “Management fee from affiliate”	$	4,000
Pro forma adjustment to line item, “Corporate general and administrative”	$	4,000

28

C. Adjustments to reflect the Refinancing. In connection with the repayment of the term loan under the Existing Credit Agreement, the current portion of Cumulus’ existing debt has been eliminated. Adjustments also reflect the elimination of deferred financing costs and related amortization associated with the term loan under the Existing Credit Agreement and the recordation of deferred financing costs of $14.0 million and related amortization of $1.5 million associated with the issuance of the notes offered. Deferred financing fees will be amortized through interest expense using the effective interest method. As a result, interest expense on a CMP Pro Forma Basis for the year ended December 31, 2010 was $75.2 million, inclusive of the amortization of deferred financing costs.

	Principal
Pro forma balance sheet adjustments (dollars in thousands)	balance
Change in long-term debt:
Issuance of notes offered	$	610,000
Repayment of term loan under Existing Credit Agreement		(575,843	)
	$	34,157
Change in deferred financing costs:
Reclassification of deferred financing costs and related amortization of term loan under Existing Credit Agreement to long-term debt	$	(910	)
Deferred financing costs associated with notes offered		14,000
Pro forma adjustment to line item “Deferred financing costs”	$	13,090
Change in cash and cash equivalents:
Proceeds from notes offered	$	610,000
Repayment of term loan under Existing Credit Agreement		(591,008	)
Deferred financing costs		(14,000	)
CMP Pro Forma Basis cash adjustment	$	4,992

				For the
				year ended
	Pro forma			December 31,
Pro forma statement of operations adjustments (dollars in thousands)	interest rate			2010
Pro forma interest expense:
Notes offered hereby		8.00	%a	$	48,800
CMP (excluding KC LLC) debt interest expense, net of amortization		n/a			22,137
Interest expense associated with derivative instrument		n/a			2,839
Amortization of deferred financing fees and related amortization		n/a			1,451
				$	75,227	b

(a) Assumed CMP Pro Forma Basis interest rate on notes offered hereby based on current market conditions.

29

(b) Represents unaudited pro forma interest expense for the year ended December 31, 2010, which is equal to the historical interest expense for the year ended December 31, 2010 for both Cumulus and CMP plus the additional interest expense pro forma adjustment:

	For the
	year ended
	December 31,
	2010
Historical Cumulus interest expense	$	30,307
Historical CMP interest expense		22,137
Combined historical Cumulus and CMP (excluding KC LLC) interest expense	$	52,444
Interest expense on a CMP Pro Forma Basis		75,227
Interest expense adjustment on a CMP Pro Forma Basis	$	22,783

D. Adjustment to reflect the income tax benefit resulting from pro forma adjustments to the condensed consolidated statements of operations based on an estimated combined federal and state statutory tax rate of 38.0%.

(dollars in thousands)
Pro forma income tax (expense) benefit:
Pro forma interest expense adjustment (CMP pro forma) (see note C)	$	22,783
Combined federal and state statutory rate		38%
Pro forma adjustment to line item, “Income tax (expense) benefit”	$	8,657
Pro forma income tax (expense) benefit:
Pro forma interest expense adjustments (Citadel Pro Forma Basis) (see note F)	$	22,742
Pro forma depreciation and amortization adjustments (Citadel Pro Forma Basis) (see note K)		20,204
Pro forma net debt extinguishment adjustment		(20,969	)
		21,977
Combined federal and state statutory rate		38%
Pro forma adjustment to line item, “Income tax (expense) benefit”	$	8,351
Pro forma income tax (expense) benefit:
Pro forma interest expense adjustments (Overall Pro Forma Basis) (see note J)	$	6,243
Pro forma depreciation and amortization adjustments (Citadel Pro Forma Basis) (see note K)		20,204
Pro forma net debt extinguishment adjustment		(20,969	)
		5,478
Combined federal and state statutory rate		38%
Pro forma adjustment to line item, “Income tax (expense) benefit”	$	2,082

E. Adjustments to reflect the CMP Acquisition. The CMP Acquisition will result in the issuance by Cumulus of 9,945,714 shares of its common stock and the elimination of CMP and KC LLC’s historical member’s equity. The issuance of Cumulus common stock is recognized in the accompanying unaudited pro forma condensed consolidated balance sheet at $4.41 per share, which is the closing price of Cumulus common stock on the Nasdaq Stock Market on March 29, 2011. The amount reflected in retained earnings (accumulated deficit) in the accompanying unaudited pro forma condensed consolidated balance sheet includes the gain recognized on Cumulus’ existing equity interest in CMP. The gain of $14.6 million is the difference between the estimated fair value of Cumulus’ existing investment in CMP and the book value of such investment, which had been reduced to zero in Cumulus’ historical consolidated financial statements as a result of CMP’s accumulated historical losses.

30

The following table sets forth a preliminary purchase price allocation for the CMP Acquisition (dollars in thousands):

Equity consideration to CMP Sellers	$	43,861	a
Fair value of non-controlling interest—preferred stock		24,077	b
Fair value of non-controlling interest—warrants		43,400	b
Assumption of debt		639,292	c
Total purchase price	$	750,630
Current assets	$	61,959	d
Intangible assets		246,949	f
Plant, property and equipment, net		20,663	d
Other assets		11,381	d
Fair value of Cumulus’ existing equity interest in CMP		14,620	e
Current liabilities		(16,305	)d
Other long-term liabilities		(5,973	)d
Deferred income tax liabilities		(90,829	)g
Allocation to goodwill		537,405	h
Total purchase price allocation	$	750,630

(a)	Represents the estimated fair value (at $4.41 per share) of 9,945,714 shares of Cumulus common stock to be issued to the CMP Sellers.
(b)	Represents the estimated fair value of the non-controlling interest of preferred stock, and outstanding warrants to purchase common stock, of Radio Holdings held by persons other than the CMP Sellers.
(c)	Consists of $7.0 million of short term debt under the CMPSC Credit Agreement and $632.3 million of long-term debt pursuant to the CMPSC Credit Agreement, CMP 9.875% Notes and CMP 2014 Notes.
(d)	Represents the book value of CMP, adjusted as follows:

CMP historical current assets	$	66,209
Exclusion of KC LLC (see note A)		(3,250	)
Elimination of amounts related to CMP Management Agreement (see note B)		(1,000	)
Current assets for CMP Acquisition purchase price allocation	$	61,959
CMP historical plant property and equipment	$	26,538
Exclusion of KC LLC (see note A)		(5,875	)
Plant property and equipment for CMP Acquisition purchase price allocation	$	20,663
Deferred financing costs included in other assets above	$	5,202
Long-term investments included in other assets above		4,000
Exclusion of KC LLC (see note A)		(221	)
Fair value adjustment to CMP’s investment in San Francisco Giants		2,400
Current assets for CMP Acquisition purchase price allocation	$	11,381
CMP historical current liabilities, excluding short-term debt	$	24,986
Exclusion of KC LLC (see note A)		(7,681	)
Elimination of amounts related to management services agreement (see note B)		(1,000	)
Current liabilities for CMP Acquisition purchase price allocation	$	16,305
CMP historical other long-term liabilities	$	7,708
Exclusion of KC LLC (see note A)		(20	)
Elimination of accrued bond interest		(1,715	)
Other long-term liabilities for CMP Acquisition purchase price allocation	$	5,973

(e) Represents the estimated fair value of Cumulus’ existing equity interest in CMP, which is not being acquired in the CMP Acquisition.

31

(f)	Includes an adjustment of $19.0 million to fair value of CMP’s FCC license intangible assets. The adjustment is based upon fair value information available as of December 31, 2010.
(g)	The deferred income tax assets of CMP were adjusted by the FCC license intangible assets’ fair value adjustment of $19.0 million (see notes E and F) multiplied by an estimated combined federal and state statutory tax rate of 38%:

Pro forma adjustment to fair value the FCC license intangible assets	$	19,038
Combined federal and state statutory rate		38%
Pro forma adjustment to line item “Deferred income taxes”	$	7,235

(h) Represents allocation to goodwill resulting from the CMP Acquisition. Below is a reconciliation of existing CMP goodwill as of December 31, 2010 and the CMP Pro Forma Basis goodwill adjustment resulting from the CMP Acquisition:

CMP Pro Forma Basis goodwill as of December 31, 2010	$	537,405
Less: Existing CMP goodwill balance at December 31, 2010		79,700
CMP Pro Forma Basis goodwill adjustment	$	457,705

32

F. Adjustments to recognize the debt to be incurred pursuant to the Global Refinancing, assuming the CMP Acquisition does not occur or CMP is not designated as a “restricted subsidiary.” Pursuant to the Global Refinancing, all then-outstanding indebtedness of each of Cumulus and Citadel will be refinanced. The current portion of debt related to existing debt has been eliminated in connection therewith. As a result, interest expense on a Citadel Pro Forma Basis increased to $117.2 million, inclusive of amortization of deferred financing costs. Cumulus eliminated net deferred financing costs of approximately $0.9 million associated with its existing debt, and recorded deferred financing costs of $73.5 million and related amortization of $7.6 million associated with the debt incurred pursuant to the Global Refinancing, respectively. Deferred financing fees are amortized through interest expense using the effective interest method.

	Principal
Pro forma balance sheet adjustments (dollars in thousands)	balance
Change in long-term debt:
Notes offered	$	610,000
Acquisition Credit Facility
Term loan		1,398,992
Revolving credit facility		147,000
Total debt incurred pursuant to Global Refinancing	$	2,155,992
Repayment of existing Cumulus debt		(575,843	)
Repayment of Citadel Credit Facilities		(346,500	)
Repayment of Citadel Senior Notes		(400,000	)
Long-term debt adjustment on a Citadel Pro Forma Basis	$	833,649
Change in deferred financing costs:
Deferred financing costs and related amortization of term loan under Existing Credit Agreement	$	(910	)
Deferred financing costs and related amortization of Citadel Credit Facilities and Citadel Senior Notes		(20,586	)
Deferred financing costs associated with notes offered and Acquisition Credit Facility		73,470
Amortization of pro forma deferred financing costs
Pro forma adjustment to line item “Deferred financing costs”	$	51,974
Change in cash and cash equivalents:
Net proceeds from debt incurred pursuant to Global Refinancing	$	2,155,992
Proceeds from Investment Agreement, net		373,600
Repayment of Cumulus and Citadel debt		(1,361,594	)
Cash payments to Citadel stockholders		(1,191,424	)
Make whole premium in connection with the repayment of Citadel Senior Notes		(31,000	)
Deferred financing fees		(73,470	)
Accrual of deferred financing fees		4,000
Cash adjustment on a Citadel Pro Forma Basis	$	(123,896	)

33

	Citadel			For the
	Pro Forma			year ended
	Basis			December 31,
Pro forma statement of operations adjustment (dollars in thousands)	interest rate			2010
Pro forma interest expensed:
Notes offered		8.00	%a	$	48,800
Term loan and revolving credit facility under Acquisition Credit Facility		3.75	%b		57,915
Interest expense associated with derivative instrument		n/a			2,839
Amortization of deferred financing fees		n/a			7,615
				$	117,169	c

(a)	Assumed interest rate based on current market conditions.
(b)	Assumed interest rate has been determined in accordance with the terms contained in the Debt Commitment and calculated based on 30 day LIBOR in effect on March 29, 2011, plus a spread of 350 bps.
(c)	Represents interest expense on a Citadel Pro Forma Basis for the year ended December 31, 2010 which is equal to the historical interest expense for both Cumulus and Citadel for the year ended December 31, 2010, plus additional interest expense pro forma adjustment as set forth below:

	For the
	year ended
	December 31,
	2010
Interest expense on a Citadel pro forma basis	$	117,169
Historical Cumulus interest expense		30,307
Historical Citadel interest expense		64,120
Less: Combined historical Cumulus and Citadel interest expense		94,427
Interest expense adjustment on a Citadel pro forma basis	$	22,742

	For every $100.0 million change in amounts outstanding under the revolving credit facility under the Acquisition Credit Facility interest expense would change by $3.7 million.
(d)	Pro forma interest expense does not include $31.0 million of make whole premium related to the Citadel Senior Notes.

G. Adjustments to reflect the Citadel Acquisition. Pursuant to the Citadel Merger Agreement, Cumulus has agreed to issue up to 151,485,282 shares of its common stock and a maximum of $1,408.7 million in cash (the “Maximum Cash Cap”) to holders of Citadel common stock and warrants to acquire common stock in the Citadel Acquisition, with the exact amount of cash to be paid and the number of shares to be issued dependent upon certain elections by Citadel stockholders. For purposes of this unaudited pro forma condensed consolidated financial information, we have assumed the payment of $1.2 billion in cash, and the issuance of 128,657,000 shares of Cumulus common stock with a value of $567.4 million, as the Citadel Acquisition Consideration. This assumption results in a positive cash balance being presented in the accompanying Citadel Pro Forma Basis and Overall Pro Forma Basis pro forma balance sheets at December 31, 2010. If cash in the amount of the Maximum Cash Cap were to be paid in the Citadel Acquisition, an additional $228.0 million of borrowings under the revolving credit facility under the Acquisition Credit Facility and a corresponding increase of $8.5 million in interest expense would have been presented on a Citadel Pro Forma Basis and Overall Pro Forma Basis as the Company is not permitted under applicable accounting guidance to include in the accompanying unaudited pro forma condensed consolidated financial information the expected impact of any positive cash flow generation from operations from either of CMP or Citadel, nor is it permitted to include any expected cost synergies for pro forma presentation purposes. The issuance of Cumulus common stock is recognized in the accompanying Citadel Pro Forma Basis

34

and Overall Pro Forma Basis balance sheets at $4.41 per share, the closing price per share of Cumulus common stock on the Nasdaq Stock Market on March 29, 2011. The final adjustment to reflect the issuance of Cumulus common stock will depend on the actual number of shares of Cumulus stock issued in the Citadel Acquisition and the market price thereof on the closing date, and could be materially different from that presented herein. The Citadel Acquisition will also result in the elimination of Citadel’s historical equity including $13.2 million of successor equity held in reserve.

The cash portion of the purchase price in the Citadel Acquisition is expected to be funded pursuant to the Global Refinancing. The Citadel Pro Forma Basis and the Overall Pro Forma Basis adjustments include the assumption of the payment of a $31.0 million make-whole provision in connection with the redemption of the Citadel Senior Notes and $26.1 million in payments pursuant to the acceleration and cashless exercise provisions relating to options to purchase Citadel common stock (and unvested restricted common stock) pursuant to the Citadel Merger Agreement. For additional information, see the following purchase price allocation table:

(dollars in thousands)
Cash consideration to Citadel stockholders	$	1,191,424	a
Equity consideration to Citadel stockholders		567,376	a
Assumption of debt and payment of make-whole provision related to redemption of Citadel Senior Notes		781,000	b
Total purchase price	$	2,539,800
Current assets	$	287,793
Intangible assets		1,119,540
Plant, property and equipment, net		200,121
Other assets		16,225
Current liabilities		(56,661	)c
Other long-term liabilities		(58,342	)
Deferred tax liabilities		(268,454	)
Allocation to goodwill		1,299,578	d
Total purchase price allocation	$	2,539,800

(a)	Represents assumed cash consideration to Citadel stockholders of approximately $1.2 billion, the issuance of 128.7 million shares of Cumulus common stock with a value of $567.4 million, and related payment of $26.1 million to holders of options to purchase Citadel common stock (and unvested restricted common stock), all pursuant to the Citadel Merger Agreement. In accordance with the terms thereof, the amount of cash and Cumulus stock to be issued may vary depending upon certain elections by the Citadel stockholders, subject to certain maximum amounts.
(b)	Represents short-term debt of $3.5 million, long-term debt of $746.5 million, and a make-whole provision of $31.0 million, all related to the Citadel Senior Notes.
(c)	Represents current liabilities of $60.2 million less $3.5 million of short-term debt included in the assumption of debt.
(d)	Represents additional goodwill generated by the Citadel Acquisition at December 31, 2010 as follows:

Citadel goodwill balance at December 31, 2010	$	763,849
Overall Pro Forma Basis goodwill as of December 31, 2010		1,299,578
Overall Pro Forma Basis goodwill adjustment	$	535,729

H. Adjustment to recognize $18.4 million of severance to be paid to Citadel employees and executives in connection with the Citadel Acquisition. Severance amounts were negotiated as a part of the Citadel Merger Agreement or will otherwise be due under preexisting severance agreements, and will be accounted for in accordance with ASC 805, Business Combinations.

35

I. Adjustments to reflect Equity Investment. Pursuant to the terms of the Investment Agreement, Cumulus has agreed to sell up to $500.0 million in the aggregate of its equity securities to the Investors, net of fees of $21.4 million. To the extent that the Citadel Acquisition Consideration is not at the Maximum Cash Cap, the Investors’ commitments will be reduced, subject to a minimum investment of $395.0 million. Based on cash consideration to Citadel stockholders of $1.2 billion as shown in the Citadel Pro Forma Basis and the Overall Pro Forma Basis, the amount of equity purchased pursuant to the Investment Agreement is $373.6 million, net of fees of $21.4 million.

This Investment Agreement provides that Macquarie may, at its option, elect to receive up to its full $125.0 commitment amount in shares of a newly created class of perpetual redeemable, non-convertible preferred stock. The preferred stock pays dividends at a rate of 10% per annum for the first six months from issuance, 14% per annum through the second anniversary of issuance, 17% per annum plus the LIBOR Increase Amount through the fourth anniversary of issuance, and 20% per annum plus the LIBOR Increase Amount thereafter. Dividends are payable in cash but, at the option of the Company, up to 50% of the dividends can be paid-in-kind. Assuming Macquarie elected to receive $125.0 million of its investment in preferred stock and the Company paid cash dividends thereon, the Citadel and Overall Pro Forma Basis disclosures would have reflected dividends paid of $10.6 million.

J. Adjustments to reflect the debt to be incurred pursuant to the Global Refinancing, assuming the CMP Acquisition occurs and CMP is designated as a “restricted subsidiary”. In connection with the repayment of outstanding indebtedness of each of Cumulus, CMP (excluding KC LLC) and Citadel contemplated by the Global Refinancing, the current portion of debt of Cumulus, CMP and Citadel, has been eliminated. Additionally, $1.7 million of non-cash accrued interest on exchanged notes related to the CMPSC Credit Agreement has been eliminated. As a result, interest expense on an Overall Pro Forma Basis is $145.6 million, inclusive of amortization of deferred financing costs. Cumulus expects to record deferred financing fees of $92.7 million and related amortization of $9.6 million, respectively, in connection with the Global Refinancing.

36

Deferred financing fees will be amortized through interest expense using the effective interest method.

	Principal
Pro forma balance sheet adjustments (dollars in thousands)	balance
Change in long-term debt:
Notes offered	$	610,000
Acquisition Credit Facility
Term loan		2,040,000
Revolving credit facility		147,000
Total Acquisition Credit Facility		2,797,000
Repayment of existing long-term Cumulus debt		(575,843	)
Repayment of outstanding amounts under CMPSC Credit Agreement		(589,573	)
Repayment of CMP 9.875% Notes and CMP 2014 Notes		(26,161	)
Repayment of Citadel Credit Facilities		(346,500	)
Repayment of Citadel Senior Notes		(400,000	)
CMP Pro Forma Basis adjustment to line item “Long-term debt”		(34,157	)
Overall Pro Forma Basis long-term debt adjustment	$	824,766
Change in deferred financing costs:
Deferred financing costs and related amortization of term loan under Existing Credit Agreement	$	(910	)
Deferred financing costs and related amortization of Citadel Credit Facilities and Senior Notes		(20,586	)
Deferred financing costs and related amortization of term loan under CMPSC Credit Agreement		(5,202	)
Deferred financing costs associated with notes offered and Acquisition Credit Facility		92,700
CMP Pro Forma Basis adjustment to line item “Deferred financing costs”		(13,090	)
Exclusion of KC LLC deferred financing costs		221
Pro forma adjustment to line item “Deferred financing costs”	$	53,133
Change in cash and cash equivalents:
Proceeds of borrowings under Acquisition Credit Facility	$	2,797,000
Proceeds from Equity Investment, net		373,600
Repayment of existing Cumulus, CMP and Citadel net debt at December 31, 2010		(2,002,822	)
Cash payments to Citadel stockholders		(1,191,424	)
Make whole provision payment pursuant to Citadel Senior Notes		(31,000	)
Deferred financing fees		(92,700	)
CMP Pro Forma Basis cash adjustment related to notes offered (See note G)		(4,992	)
Accrual of deferred financing costs		4,000
Overall Pro Forma Basis cash adjustment(a)	$	(148,338	)

(a)  Redemption of Radio Holdings’ preferred stock with a redemption value of $38.0 million is not shown above as an assumption has been made that such payment for redemption of the preferred shares, which are classified historically as part of the non-controllable interest of CMP’s equity, will be funded by the issuance of approximately 8.6 million shares of common stock. Alternatively, Cumulus could pay for such redemption through its operating cash flows or additional borrowings under its revolving credit facility, if available. If such amount is

37

drawn under the Acquisition Credit Facility, additional interest expense of approximately $1.4 million would be incurred by Cumulus.

K. The adjustments to increase pro forma depreciation and amortization expense reflect the impact of the increase in estimated fair value of tangible assets and amortizable intangible assets due to Citadel’s application of Fresh Start Accounting. Net fresh start valuation adjustments increased the book value of assets, excluding goodwill, by $543.8 million. In addition to revaluing existing assets, Citadel recorded certain previously unrecognized assets, including customer and affiliate relationships and income contracts.

The following table summarizes the adjustments described above:

	Fair		Estimated		Twelve months ended
(dollars in millions)	Value		useful life		December 31, 2010
Historical amortization and depreciation					$	69.9
Intangible assets:
Customer and affiliate relationships	$	238.9		4 to 6 years	$	66.0
Other intangibles		36.7		4 to 6 years		10.0
		275.6				76.0
Property & Equipment:
Land & improvements		89.3		3 to 25 years		0.4
Buildings & improvements		34.1		3 to 25 years		3.3
Towers		54.7		5 to 10 years		5.5
Equipment & vehicles		24.8		2 to 12 years		4.9
		202.9				14.1
Total	$	478.5				90.1
Pro forma depreciation & amortization expense adjustment					$	20.2

Adjustment for reorganization items, as shown below, which were a direct result of the Chapter 11 Proceedings.

Gain on extinguishment of debt	$	(139,813	)
Revaluation of assets and liabilities		(921,801	)
Supplemental executive retirement plan		10,510
Professional fees		31,666
Rejected executory contracts		5,361
Net debt extinguishment loss		20,969	(a)
Pro forma adjustment, line item “Other income (expense) net	$	(993,108	)

(a)  On the Citadel Emergence Date, debt outstanding under the Predecessor Senior Credit and Term Facility was converted into the Emergence Term Loan Facility. A valuation adjustment of $19.1 million was recorded to reflect the Emergence Term Loan Facility at its estimated fair value upon issuance. This valuation adjustment was being amortized as a reduction of interest expense, net, over the contractual term of the Emergence Term Loan Facility.

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Pursuant to the terms of the Emergence Term Loan Facility, a prepayment penalty of $38.0 million was incurred; this was netted against the write off of the unamortized balance of the valuation adjustment of $17.1 million which resulted in a loss on the extinguishment of debt of $21.0 million.

Financial Statement line item	(dollars in thousands)
Early termination penalty	$	38,030
Write-off of fair value valuation adjustment at December 31, 2010		(17,061	)
Net debt extinguishment loss	$	20,969

				For the
				year ended
	Pro forma			December 31,
Pro forma statement of operations adjustment (dollars in thousands)	interest rate			2010
Pro forma interest expense:
Notes offered		8.00	%b	$	48,800
Term loan		3.75	%c		76,421
Revolving credit facility		3.75	%c		5,507
Interest expense associated with derivative instrument		n/a			5,254
Amortization of deferred financing fees		n/a			9,608
				$	145,590	d

(a)	Consists of adjustments relating to the CMP Acquisition ($34.2 million) and the Citadel Acquisition ($824.8 million).
(b)	Assumed interest rate based on current market conditions.
(c)	Assumed interest rate has been determined in accordance with the terms contained in the Debt Commitment and calculated based on the 30 day LIBOR in effect on March 29, 2011 plus a spread of 350 bps.
(d)	Represents interest expense on an Overall Pro Forma Basis for the year ended December 31, 2010, which is equal to the historical interest expense for Cumulus, CMP and Citadel for the year ended December 31, 2010 plus the additional interest expense pro forma adjustment as set forth below:

	For the
	year ended
	December 31,
	2010
Interest expense on each of a CMP and Citadel Pro Forma Basis	$	145,590
Historical Cumulus interest expense		30,307
Historical CMP interest expense		28,171
Historical Citadel interest expense		64,120
Less: Combined historical Cumulus, CMP and Citadel interest expense		122,598
Interest expense adjustment on an Overall Pro Forma Basis	$	22,992e

(e) Consists of $16.7 million and $6.2 million of pro forma interest expense adjustments in the CMP Pro Forma Basis and Citadel Pro Forma Basis, respectively.

Interest rate sensitivity analysis

The accompanying unaudited pro forma condensed consolidated financial information includes certain adjustments for pro forma interest expense, which are reflected in the accompanying unaudited pro forma condensed consolidated statements of operations. These pro forma adjustments are based upon certain assumptions contained in these notes to unaudited pro forma condensed consolidated financial information. Assuming a pro forma 1.0% positive or negative change in the interest rate on the notes offered hereby, our pro forma interest expense related thereto would have changed by $6.1 million on each of a CMP Pro Forma Basis, a Citadel

39

Pro Forma Basis and an Overall Pro Forma Basis. Assuming a pro forma 1.0% positive or negative change in the interest rate on borrowings under the Acquisition Credit Facility, it is estimated that our interest rate on borrowings under the Acquisition Credit Facility would have changed by $15.5 million and $21.9 million on a Citadel Pro Forma Basis and an Overall Pro Forma Basis, respectively, in each case assuming the Maximum Cash Cap (refer to note G).

L. Adjustments to reflect the issuance of shares. On each of a CMP Pro Forma Basis, Citadel Pro Forma Basis and Overall Pro Forma Basis, Cumulus will issue shares of its class A and class D common stock, each with a par value of $0.01 per share, in order to effect each respective transaction. Resulting changes to the par value are illustrated below:

					Elimination of
					historical			Pro forma
	Number of shares		Par value		par value			adjustment
CMP Pro Forma Basis
Issuance of class A common stock		11,583,206		$  116	$	–		$	116
Issuance of class D common stock		6,630,476		66		–			66
Citadel Pro Forma Basis
Issuance of class A common stock		218,225,830		$2,182	$	(5	)	$	2,177
Overall Pro Forma Basis
Issuance of class A common stock		20,199,639		$ 202	$	–		$	202

40

Appendix to Pro Forma Adjustments

The following tables have been prepared to assist the reader in reconciling line items in the accompanying unaudited pro forma condensed consolidated financial information that have multiple footnote references so that the reader can better understand the nature of the pro forma adjustment being made to the respective line item, with the exception of those line items in the Overall Pro Forma Basis balance sheet and income statement under “CMP Pro Forma Basis adjustments” that reflect only the addition of the KC LLC and CMP Pro Forma Basis adjustments shown in the CMP Pro Forma Basis balance sheet and income statement.

Reconciliation of line items in the CMP Pro Forma Basis balance sheet that have multiple footnote references:

(dollars in thousands)
Accounts payable and accrued expenses:
CMI deferred revenue specific to CMP Management Agreement	$	(1,000	)	B
Liability related to future interest payments recorded resultant from 2009 CMP Exchange Offer		(1,715	)	J
Tax effect of deferred financing costs write off		(346	)
CMP Pro Forma Basis adjustment	$	(3,061	)
Accumulated deficit
CMP historical accumulated deficit	$	795,368		E
KC LLC historical accumulated deficit		(69,743	)	E
Elimination of historical CMI ownership interest in CMP		14,620		E
Write off of deferred financing costs		(910	)	F
Tax benefit from the write off of deferred financing costs		346
CMP Pro Forma Basis adjustment	$	739,681

41

Reconciliation of line items in the Citadel Pro Forma Basis balance sheet that have multiple footnote references:

(dollars in thousands)
Accounts payable and accrued expenses
Severance to be paid to Citadel employees and executives in connection with Citadel Acquisition	$	18,400		H
Tax benefit from write off of Historical Citadel and CMP deferred financing costs and severance to be paid to Citadel employees		(15,161	)
Accrual of deferred financing costs		4,000		F
Citadel Pro Forma Basis adjustment	$	7,239
Additional paid-in-capital:
$373.6 million of Cumulus equity securities sold to the Investors, net fees of $21.4 million	$	373,600		I
Elimination of Citadel historical additional paid-in-capital		(1,263,235	)	G
Equity consideration paid to Citadel stockholders		567,376		G
Recognition of $0.01 par value of class A common stock issued		(2,182	)	L
Citadel Pro Forma Basis adjustment	$	(324,441	)
Accumulated deficit
Citadel historical accumulated deficit	$	1,783		G
Severance to be paid to Citadel employees and executives in connection with Citadel Acquisition		(18,400	)	H
Write off Historical Cumulus deferred financial costs		(910	)	F
Write off Historical Citadel deferred financing costs		(20,586	)	F
Tax benefit from write off of Historical Citadel and CMP deferred financing costs and severance to be paid to Citadel employees		15,161
Citadel Pro Forma Basis adjustment	$	(22,952	)

Reconciliation of line items in the Overall Pro Forma Basis statement of operations that have multiple footnote references:

(dollars in thousands)
Corporate general and administrative:
Exclusion of KC LLC historical results of operations	$	(1,138	)	A
Elimination of CMP historical expense incurred in conjunction with CMP Management Agreement		(4,000	)	B
CMP Pro Forma Basis adjustment	$	(5,138	)
Interest expense, net:
Exclusion of KC LLC historical results of operations	$	6,034		A
CMP Pro Forma Basis adjustment to interest expense		(22,783	)	C
CMP Pro Forma Basis adjustment		(16,749	)
Exclusion of KC LLC historical results of operations		847		A
CMP Pro Forma Basis adjustment to income tax benefit		8,658		D
	$	9,505

Reconciliation of line items in the Overall Pro Forma Basis balance sheet that have multiple footnote references:

42

(dollars in thousands)
Cash and cash equivalents:
Exclusion of KC LLC historical financial condition	$	(2,324	)	A
CMP Pro Forma Basis cash and cash equivalents adjustment		4,992		C
CMP Pro Forma Basis adjustment	$	2,668
Prepaid expenses and other current assets:
Exclusion of KC LLC historical financial condition	$	136		A
CMP prepaid expense specific to CMP Management Agreement		(1,000	)	B
CMP Pro Forma Basis adjustment	$	(864	)
Intangible assets, net:
Exclusion of KC LLC historical financial condition	$	(15,233	)	A
Adjustment to fair value of CMP’s FCC license intangible assets		19,038		E
CMP Pro Forma Basis adjustment	$	3,805
Deferred financing costs:
Exclusion of KC LLC historical financial condition	$	(221	)	A
Deferred financing costs and related amortization of term loan under Existing Credit Agreement		(910	)	C
Deferred financing costs and related amortization		14,000		C
CMP Pro Forma Basis adjustment	$	12,869
Accounts payable and accrued expenses:
Exclusion of KC LLC historical financial condition	$	(7,681	)	A
CMI deferred revenue specific to CMP Management Agreement		(1,000	)	B
Liability related to future interest payments recorded resultant from 2009 CMP Exchange Offer		(1,715	)	J
Tax benefit from the write off of deferred financing costs		(346	)
CMP Pro Forma Basis adjustment	$	(10,742	)
Current portion of long-term debt:
Exclusion of KC LLC historical financial condition	$	(86,228	)	A
Elimination of current portion of debt related to term loan under Existing Credit Agreement		(15,165	)	C
CMP Pro Forma Basis adjustment	$	(101,393	)
Deferred income taxes:
Exclusion of KC LLC historical financial condition	$	(25	)	A
CMP Pro Forma Basis adjustment to deferred income taxes		7,235		E
CMP Pro Forma Basis adjustment	$	7,210

43

Additional paid-in-capital:
Exclusion of KC LLC historical financial condition	$	(368	)	A
Exclusion of CMP historical financial condition (less KC LLC)		(310,482	)	E
Equity consideration to CMP Sellers		43,861		E
Recognition of $0.01 par value of class A and class D common stock issued		(182	)	L
Recognition of $0.01 par value of class A common stock issued		(86	)	L
Redemption of Radio Holdings Preferred Stock		24,216		H
Additional equity consideration to Citadel shareholders resultant from Radio Holdings preferred stock redemption		37,998		H
CMP Pro Forma Basis adjustment	$	(205,043	)
Accumulated deficit:
CMP Historical accumulated deficit	$	795,368		E
Removal of historical CMI ownership interest in CMP		14,620		E
Redemption of Radio Holdings preferred stock		5,262		H
Write off of deferred financing costs		(910	)	C
Tax benefit from the write off of deferred financing costs		346
CMP Pro Forma Basis adjustment	$	814,686
Accounts payable and accrued expenses
Severance to be paid to Citadel employees and executives in connection with Citadel Acquisition	$	18,400		H
Tax benefit from write off of Historical Citadel and CMP deferred financing costs and severance to be paid to Citadel employees		(16,792	)
Accrual of deferred financing costs		4,000		F
Citadel Pro Forma Basis adjustment	$	5,608
Current portion of long-term debt:
Elimination of CMP current portion of debt related to term loan under CMP Existing Credit Agreement	$	(109,786	)	C
Exclusion of KC LLC historical financial condition		86,228		A
Elimination of Citadel current portion of debt related to term loan under Existing Credit Agreement		(3,500	)	F
Citadel Pro Forma Basis adjustment	$	(27,058	)
Long-term debt:
CMP historical debt	$	(615,734	)	G
Citadel historical debt		(746,500	)	G
Borrowings under the Acquisition Credit Facility: term loan		2,040,000		J
Borrowings under the Acquisition Credit Facility: revolver		147,000		J
Citadel Pro Forma Basis adjustment	$	824,766

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Additional paid-in-capital:
$373.6 million of Cumulus equity securities sold to the Investors, net fees of $21.4 million	$	373,600		I
Elimination of Citadel historical additional paid-in-capital		(1,263,235	)	G
Recognition of $0.01 par value of class A common stock issued		(2,182	)	L
Equity consideration to Citadel stockholders		567,376		G
Citadel Pro Forma Basis adjustment	$	(324,441	)
Accumulated deficit:
Citadel historical accumulated deficit		1,783		G
Severance to be paid to Citadel employees and executives in connection with Citadel Acquisition		(18,400	)	H
Write off of Historical Citadel deferred financing costs		(20,586	)	J
Write off of Historical CMP deferred financing costs		(5,202	)	J
Tax benefit from the write off of Historical Citadel and CMP deferred financing costs and severance to be paid to Citadel employees and executives		16,792
Citadel Pro Forma Basis adjustment	$	(25,613	)

****

Description of indebtedness

The following is a summary of certain provisions of the instruments evidencing our existing indebtedness or indebtedness that we expect to incur upon consummation of the Citadel Acquisition, other than pursuant to our offering of senior notes. This summary does not purport to be complete and is subject to, and is qualified in its entirety by reference to, all of the provisions of the agreements, including the definitions of certain terms therein that are not otherwise defined in this offering memorandum.

The Existing Credit Agreement

Our Existing Credit Agreement currently provides for a term loan facility of $750.0 million, which had an outstanding balance of approximately $593.8 million as of December 31, 2010, and a revolving credit facility of $20.0 million, of which no amounts were outstanding as of December 31, 2010. We will use a portion of the net proceeds from the offering of notes to repay the outstanding amounts under the term loan facility under our Existing Credit Agreement.

Our obligations under the Existing Credit Agreement are collateralized by substantially all of our assets in which a security interest may lawfully be granted (including FCC licenses held by its subsidiaries), including, without limitation, intellectual property and all of the capital stock of our direct and indirect subsidiaries. Our obligations under the Existing Credit Agreement are guaranteed by all of our subsidiaries.

The Existing Credit Agreement contains terms and conditions customary for financing arrangements of this nature. The term loan facility will mature on June 11, 2014. The revolving credit facility will mature on June 7, 2012.

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Borrowings under the term loan facility and revolving credit facility previously bore interest, at our option, at a rate equal to LIBOR plus 4.0% or the Alternate Base Rate (currently defined as the higher of the Wall Street Journal’s Prime Rate and the Federal Funds rate plus 0.5%) plus 3.0%. In July 2010, our aggregate principal payments which were made in accordance with our obligation to make mandatory prepayments of Excess Cash Flow (as defined in the Existing Credit Agreement), as described below, exceeded $25.0 million, which triggered a reduction in our interest rate to LIBOR plus 3.75%, or the Alternate Base Rate plus 2.75%, at our option. Once we reduce the term loan facility by an aggregate of $50.0 million through further mandatory prepayments of Excess Cash Flow, the revolving credit facility will bear interest, at our option, at a rate equal to LIBOR plus 3.25% or the Alternate Base Rate plus 2.25%. As of December 31, 2010, the effective interest rate of outstanding borrowings pursuant to our Existing Credit Agreement was approximately 4.0%. As of December 31, 2010, the effective interest rate inclusive of the May 2005 Swap was approximately 6.5%.

Events of default in the Existing Credit Agreement include, among others, (a) the failure to pay when due the obligations owing under the credit facilities; (b) the failure to perform (and not timely remedy, if applicable) certain covenants; (c) cross-default and cross-acceleration; (d) the occurrence of bankruptcy or insolvency events; (e) certain judgments against us or any of our subsidiaries; (f) the loss, revocation or suspension of, or any material impairment in the ability to use of or more of, any of our material FCC licenses; (g) any representation or warranty made, or report, certificate or financial statement delivered, to the lenders subsequently proven to have been incorrect in any material respect; and (h) the occurrence of a change in control (as defined in the Existing Credit Agreement). Upon the occurrence of an event of default, the lenders may terminate the loan commitments, accelerate all loans and exercise any of their rights under the Existing Credit Agreement and the ancillary loan documents as a secured party.

At December 31, 2010, the total leverage ratio with which we were required to comply was 6.8:1, and the fixed charge coverage ratio requirement was 2.2:1. For the quarter ended March 31, 2011, the total leverage ratio covenant requirement was 6.5:1 and the fixed charge coverage ratio requirement was 1.2:1.

During the quarter ended March 31, 2011, we made an Excess Cash Flow Payment under the Existing Credit Agreement in an amount equal to $16.5 million.

In connection with the offering of notes, we are in the process of obtaining the requisite lender approval for the Amendment to our Existing Credit Agreement, which we expect will become effective simultaneously with the completion of the offering of notes and will provide us the ability to complete the offering of notes, provided that proceeds from the offering are used to repay in full the term loans outstanding under the Existing Credit Agreement. In addition, the Amendment, among other things, (i) provides for an incremental term loan facility of up $200.0 million, which may only be accessed to repurchase the notes offered under certain circumstances, (ii) replaces the total leverage ratio contained in the Existing Credit Agreement with a new secured leverage ratio and (iii) amends certain definitions in the Existing Credit Agreement to facilitate our ability to complete the offering of notes and the Global Refinancing. In connection with the completion of the Global Refinancing, we expect to repay all amounts outstanding under, and terminate, the Existing Credit Agreement.

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The Acquisition Credit Facility

Overview

In connection with entering into the Citadel Merger Agreement and the Investment Agreement, we obtained the Debt Commitment from a group of banks in which they committed to provide financing for us to complete the Citadel Acquisition and the Global Refinancing. In accordance with the Debt Commitment, in connection with the consummation of the Citadel Acquisition, we expect to enter into the Acquisition Credit Facility with a syndicate of lenders, agents and arrangers including an affiliate of JPMorgan, UBS Finance, an affiliate of Macquarie, RBC and ING Capital as lenders and agents, JPMorgan, UBS Securities, Macquarie and RBC Capital Markets as joint lead arrangers and joint book-runners, and ING Capital as co-syndication agent.

We expect that the Acquisition Credit Facility will provide senior secured financing of $2.525 billion, consisting of:

•  a $2.150 billion term loan facility with a maturity date seven years from the closing date of the Citadel Acquisition; and

•  a $375.0 million revolving credit facility with a maturity date five years from the closing date of the Citadel Acquisition.

A certain amount of this revolving credit facility is expected to be available for letters of credit. Our borrowings expected to be outstanding under each of the term loan facility and the revolving credit facility at the closing of the Citadel Acquisition will depend upon the aggregate amount of cash the Citadel stockholders elect to receive pursuant to the Citadel Merger Agreement and whether CMP is then designated as a “restricted subsidiary” under the Indenture and the notes.

In addition, subject to receipt of additional commitments from participating lenders and certain other conditions, the Acquisition Credit Facility will permit us to incur additional term loans and/or revolving loans up to the greater of (i) $500.0 million and (ii) an amount that results in a senior secured leverage ratio of no greater than 4.5:1, after giving effect to such additional loans. We may only incur such additional loans in compliance with certain covenants.

In the event that we do not own, directly or indirectly, 100% of the equity interests in Cumulus Media Partners, LLC on or before the closing of the Acquisition Credit Facility and (if not already eliminated) the Acquisition Bridge Facility, the lenders’ commitments under such facilities will be reduced pro rata by an aggregate principal amount of $600.0 million. In addition, if the CMP Acquisition is completed and, at our option, CMP and its subsidiaries remain designated as unrestricted subsidiaries and as a result, CMP’s indebtedness is not refinanced with proceeds from such facilities, such facilities will also be reduced pro rata by the amount of then-outstanding indebtedness of CMP.

Interest rate and fees

We expect borrowings under the Acquisition Credit Facility to bear interest at a rate equal to, at our option, either (a) a base rate determined by reference to the highest of (1) the federal funds rate plus 0.50%, (2) the prime commercial lending rate of JPMorgan Chase Bank, N.A. and (3) LIBOR for an interest period of one month beginning on such day plus 1.00% or (b) a LIBOR rate for the corresponding deposits in U.S. dollars, plus an applicable margin. We expect that the applicable margin for borrowings will be 2.50% with respect to base rate borrowings and

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3.50% with respect to LIBOR borrowings. LIBOR borrowings shall also be subject to a LIBOR floor of 1.00%.

In addition to paying interest on outstanding principal under the Acquisition Credit Facility, we expect to be required to pay a commitment fee to the lenders under the revolving credit facility in respect of the unutilized commitments thereunder. The commitment fee rate is expected to be 0.50% per annum. We also expect to be obligated to pay customary letter of credit fees.

Prepayments

We expect the Acquisition Credit Facility will to require us to prepay outstanding loans under the term loan facility, subject to certain exceptions, with:

•  50% (which percentage may be reduced based on decreases in our leverage) of our annual excess cash flow;

•  100% of the net cash proceeds from the sale or other disposition of all or any part of our or any of our subsidiaries’ assets if we do not commit to reinvest those proceeds in assets to be used or useful in our business or to make certain other permitted investments within 12 months of such disposition, or within 12 months of a binding commitment to reinvest such proceeds, and subject to certain other customary exceptions;

•  100% of all net cash casualty and condemnation proceeds, subject to reinvestment rights; and

•  100% of the net cash proceeds received by us or any of our subsidiaries from the issuance of debt or preferred stock other than debt or preferred stock permitted under the Acquisition Credit Facility.

The foregoing mandatory prepayments are expected to be applied to the next eight scheduled quarterly installments under the term loan facility and then pro rata to the remaining scheduled quarterly installments under the term loan facility (excluding the final payment due on the maturity date) on a pro rata basis.

We expect we will be able to voluntarily repay outstanding loans under the Acquisition Credit Facility at any time without premium or penalty, subject to limitations as to minimum amounts of payments and customary LIBOR breakage fees.

Amortization

The term loan facility is expected to amortize in equal quarterly installments in annual amounts equal to 1% of the original principal amount of the term loan facility, with the balance payable on the maturity date.

Guarantees

All obligations under the Acquisition Credit Facility will be fully and unconditionally guaranteed on a joint and several basis and, subject to certain exceptions, all of our existing and future direct and indirect wholly owned domestic restricted subsidiaries, referred to, collectively, as guarantors.

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All obligations under the Acquisition Credit Facility, and the guarantees of those obligations, will be secured by:

•  perfected first security pledges of all of the equity interests of each of our direct subsidiaries and each guarantor; and

•  a security interest in, and mortgages on, substantially all tangible and intangible assets of the guarantors.

We expect that, at the time of entry into the Acquisition Credit Facility and the completion of the Global Refinancing, all of our then-existing subsidiaries (other than certain divestiture trusts that we expect to form in connection with the Citadel Acquisition, CMP (if the CMP Acquisition has been consummated), Citadel and the license subsidiaries that hold the licenses for our radio stations), will be guarantors thereunder. However, we do not expect such license subsidiaries to guarantee the notes at any time.

Certain covenants and events of default

The Acquisition Credit Facility is expected to contain a number of covenants that, among other things will restrict, subject to certain exceptions, our ability and the ability of our guarantors to:

•  dispose of our assets or change our line of business or ownership;

•  create liens on assets and further negative pledges;

•  enter into sale and leaseback transactions;

•  engage in mergers or acquisitions;

•  pay dividends and distributions or make payments on certain junior debt;

•  make loans or investments;

•  incur indebtedness (including disqualified preferred stock);

•  engage in certain transactions with affiliates;

•  make amendments to our junior debt agreements; and

•  change our fiscal year.

In addition, we expect the Acquisition Credit Facility will to require us to maintain a maximum total net leverage ratio at any time that there is outstanding exposure under the revolving credit facility thereunder.

The Acquisition Credit Facility is expected to also contain certain customary affirmative covenants and events of default, including the occurance of certain changes in control. In addition, our ability to borrow under the Acquisition Credit Facility is expected to be subject to various conditions, including, among other things, (i) the consummation of the Citadel Acquisition in accordance with the terms of the Citadel Merger Agreement, (ii) the receipt of the net cash proceeds from the Equity Investment and (iii) the absence of any material adverse effect on our business or our ability to consummate the Citadel Acquisition.

The foregoing description of the anticipated material terms of the Acquisition Credit Facility is subject to the negotiation and execution of definitive documentation relating to such credit

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facility and subject to certain changes in terms (including interest rates) deemed reasonably necessary to facilitate the syndication of the facilities. Although we expect such terms to be materially consistent with those contained in the Debt Commitment, the definitive documentation may contain important changes, limitations or restrictions that may result in the actual terms being materially different from those described above.

The Acquisition Bridge Facility

Overview

The Debt Commitment also includes commitments from the lenders for a $500.0 million senior unsecured Acquisition Bridge Facility. To the extent that we complete this offering of notes, we will reduce, and possibly eliminate, the need to borrow under the Acquisition Bridge Facility, and the lenders’ commitment thereunder will be correspondingly reduced. Notwithstanding this, however, the Debt Commitment also provides the lenders with the right to reallocate a portion of the term loan under the Acquisition Credit Facility to the term loan under the Acquisition Bridge Facility. If and to the extent such lenders reallocate a portion of their commitments under the Acquisition Credit Facility to the Acquisition Bridge Facility, we currently expect that we would seek to offer and sell additional notes in an amount equal to the amount of such Reallocation. No assurances can be provided that we would be able to sell such notes, or as to the timing of such sale.

Interest rate and fees

We expect borrowings under the Acquisition Bridge Facility to accrue interest at a rate equal to the three month LIBOR rate plus a spread of 650 basis points, with LIBOR subject to a floor of 1.25%. If the initial borrowings are not repaid within six months following the closing of the Citadel Acquisition, then such spread is expected to increase by 50 basis points at the beginning of the next three-month period and by an additional 50 basis points at the beginning of each three-month period thereafter, subject to a total interest rate cap of 11.75%.

Prepayments

The Acquisition Bridge Facility is expected to require us to prepay outstanding loans under that facility, subject to certain exceptions, with:

•  100% of the net cash proceeds received from any non-ordinary course sales of our or any of our subsidiaries’ assets in excess of amounts either reinvested in accordance with the Acquisition Credit Facility or used to repay the Acquisition Credit Facility;

•  100% of the net cash proceeds received by us or our restricted subsidiaries for refinancing debt; and

•  100% of the net cash proceeds of public equity issuances by us and our restricted subsidiaries.

We also expect to be required to prepay loans under the Acquisition Bridge Facility following the occurrence of a change of control.

We expect to be able to voluntarily repay outstanding loans under the Acquisition Bridge Facility at any time with prior notice at par plus accrued and unpaid interest and breakage costs.

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Guarantees

The Acquisition Bridge Facility is expected to be guaranteed on a senior basis by each of our subsidiaries that guarantees the Acquisition Credit Facility.

Certain covenants and events of default

The Acquisition Bridge Facility is expected to contain certain customary affirmative and negative covenants and events of default. In addition, our ability to borrow under the Acquisition Bridge Facility is expected to be subject to various conditions, including, among other things, (i) the consummation of the Citadel Acquisition in accordance with the terms of the Citadel Merger Agreement, (ii) the receipt of the net cash proceeds from the Equity Investment and (iii) the absence of any material adverse effect on our business or our ability to consummate the Citadel Acquisition.

The foregoing description of the anticipated material terms of the Acquisition Bridge Facility is subject to the negotiation and execution of definitive documentation relating to such credit facility. Although we expect such terms to be materially consistent with those contained in the Debt Commitment, the definitive documentation may contain important limitations or restrictions which may result in the actual terms being materially different from those described above.

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Legal proceedings

Cumulus was previously party to a lawsuit, filed on January 21, 2010 by Brian Mas, a former employee of Radio Holdings. Pursuant to a Stipulation and Order filed on March 4, 2011, the Company was dismissed as a defendant in such suit, and CMP was substituted in lieu of the Company as the named defendant.

On March 14, 2011, a putative shareholder class action complaint was filed against Citadel, its board of directors (the “Citadel Board”), and Cumulus in the District Court of Clark County, Nevada, generally alleging that the Citadel Board breached its fiduciary duties to Citadel stockholders in connection with its approval of the Citadel Acquisition and breached its duty of disclosure to Citadel stockholders by allegedly withholding material information relating to the Citadel Acquisition, and also alleged that Citadel and Cumulus each aided and abetted the Citadel Board in its alleged breach of its fiduciary duties. The complaint seeks, among other things, an injunction against the consummation of the Citadel Acquisition or recision of the Citadel Acquisition in the event it is consummated. Cumulus intends to vigorously defend itself against the allegations in the complaint.

On March 23, 2011, a second putative class action complaint was filed in the District Court of Clark County, Nevada, against Citadel, the Citadel Board, Cumulus, Cumulus Media Holdings Inc., and Merger Sub (Cumulus Media Holdings Inc. and Merger Sub together, the “Merger Entities”). The complaint generally alleges that the Citadel Board breached its fiduciary duties to Citadel shareholders in connection its approval of the Citadel Acquisition and that Citadel, Cumulus and the Merger Entities aided and abetted the Citadel Board’s alleged breach of its fiduciary duties. The complaint seeks, among other things, an injunction against the consummation of the Citadel Acquisition, recision of the Citadel Acquisition in the event it is consummated, and any damages arising from the defendants’ alleged breaches. Cumulus and the Merger Entities intend to vigorously defend themselves against the allegations in the complaint.

****

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EX-99.2

EXHIBIT 99.2

MERGER PRESENTATION April 25, 2011

2 Important Notices Forward-Looking Statements This presentation contains "forward-looking" statements regarding the merger of Cumulus, CMP and Citadel and related financing, which include expected earnings, revenues, cost savings, leverage, operations, business trends and other such items, that are based on current expectations and estimates or assumptions. These forward-looking statements involve risks and uncertainties that could cause actual results to differ materially from those predicted in any such forward-looking statements. Such factors, include, but are not limited to, the possibility that the merger or the related financing is not consummated, the failure to obtain necessary regulatory or stockholder approvals or to satisfy any other conditions to the merger, the failure to realize the expected benefits of the merger, and general economic and business conditions that may affect the companies before or following the merger. For additional information regarding risks and uncertainties associated with Cumulus, see Cumulus' filings with the Securities and Exchange Commission ("SEC"), including its Form 10-K for the year ended December 31, 2010 and subsequently filed periodic reports. Cumulus assumes no responsibility to update the forward-looking statements contained in this presentation as a result of new information, future events or otherwise. Additional Information This presentation is provided for informational purposes only and is neither an offer to purchase nor a solicitation of an offer to sell shares of Citadel or Cumulus. Cumulus will file a registration statement and an information statement with the Securities and Exchange Commission (the "SEC") in connection with the proposed merger. INVESTORS ARE URGED TO READ THOSE FILINGS, AND ANY OTHER FILINGS MADE BY CUMULUS WITH THE SEC IN CONNECTION WITH THE PROPOSED MERGER, WHEN THEY BECOME AVAILABLE, AS THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED MERGER. Those documents, when filed, as well as Cumulus' other public filings with the SEC, may be obtained without charge at the SEC's website at www.sec.gov and at Cumulus' website at www.cumulus.com.

3 Cumulus + CMP + Citadel = A Dynamic Platform for Value Creation A COMPELLING INVESTMENT OPPORTUNITY Largest pure-play public radio company Critical mass required to invest/compete in local digital marketplace Optimal platform for further consolidation and increased vertical integration Best in class technology platform Significant synergies and optimized capital structure Unique opportunity to invest in a liquid $1bn+ market cap

4 Cumulus Media, Inc. ("Cumulus" or "CMI") will acquire Citadel Broadcasting Corporation ("Citadel" or "CDL") for 7.6x 2011 expected EBITDA adjusted for synergies Implied pro forma combined company multiple of 7.7x 2011 EBITDA adjusted for synergies based on merger consideration price Implied pro forma combined company 2011 FCF per share of at least $1.10 / share Citadel shareholders to receive $37.00 per share in cash and/or Cumulus equity at closing Maximum cash of $30.00 per share pro rata / Maximum equity of $14.00 per share pro rata Exchange ratio set based on pre-announcement VWAP of Cumulus of $4.34; implies an exchange ratio of 8.525 shares of Cumulus stock per each share of Citadel Cumulus will issue 80.8-161.7 million shares to Citadel shareholders Transaction expected to close in Q3 Crestview Partners & Macquarie Capital will contribute up to $500 million of equity at the same implied price Crestview will invest $225 million - $250 million in common stock Macquarie will invest $25 million - $250 million in common stock (up to $125mm to be non-convertible preferred stock) Cumulus has a committed financing package to borrow up to $3.025 billion (including revolver) Expected net debt at close of approximately $2.8 billion if 81% or greater of CDL shares elect cash Expected net debt at close of approximately $2.6 billion if 38% or greater of CDL shares elect equity Cumulus + CMP + Citadel = A Dynamic Platform for Value Creation TRANSACTION SUMMARY THE MERGER OF CUMULUS MEDIA, INC. AND CITADEL BROADCASTING CORPORATION WILL COMBINE THE #2 AND #3 U.S. RADIO GROUPS* * Cumulus and Citadel represent the #2 and #3 U.S. radio groups by station count and #4 and #3 U.S. radio groups by total billings, respectively.

5 Synergies of at least $50mm with a capitalized value of approximately $1.50 to $2.00 of value per share Large and liquid vehicle for investors to play the local ad market recovery Significantly enhanced equity market capitalization enables greater trading liquidity Expected to attract widespread equity and credit research coverage Deleveraging transaction for Cumulus to de-risk the capital structure Pro forma leverage at CMI/CMP combined will decrease by up to a full turn after the transaction closes Refinance all three capital structures into one balance sheet; greatly simplified capital structure Lowers cost of capital for highly accretive acquisition opportunities Increases market and revenue diversification Leverages and exploits best-in-class technology platform, operating systems and digital media initiatives across a much larger platform Cumulus + CMP + Citadel = A Dynamic Platform for Value Creation CREATES SHAREHOLDER VALUE

6 Cumulus + CMP + Citadel = A Dynamic Platform for Value Creation A NATIONAL FOOTPRINT WITH MINIMAL OVERLAP MERGER CREATES LARGEST PURE-PLAY RADIO BROADCASTER WITH MORE THAN 570 RADIO STATIONS IN 120 MARKETS COMBINATION BRINGS THE SCALE NECESSARY TO INVEST AND COMPETE IN THE LOCAL DIGITAL MEDIA MARKETPLACE

7 Cumulus + CMP + Citadel = A Dynamic Platform for Value Creation STRONG FCF YIELD RELATIVE TO PEERS 2011 FCF YIELD COMPARISON1 Note: 1 Equity values as of 3/14/2011 2 Includes all public radio broadcasters with forward FCF estimates (ETM and SGA) 3 Based on average '10A/'11E FCF; includes all public TV broadcasters with forward FCF estimates (GTN, TVL and SBGI) 4 Includes all public cable and pay TV companies with forward FCF estimates (CVC, CMCSA, CHTR and TWC) 5 Includes all public diversified media companies with forward FCF estimates (CBS, VIA, DIS, TWX, NWS, CMCSA, DISCA, SNI and DWA) 6 Includes all public outdoor companies with forward FCF estimates (CCO, LAMR and DEC)

8 Strong 2010 Adjusted EBITDA Performance Relative to Peers Note: 1 Includes Beasley ("BBGI"), Entercom ("ETM"), Radio One ("ROIA"), Salem ("SALM"), Saga ("SGA") and Clear Channel ("CCU") 2010 ADJ. EBITDA AS A % OF 2007 EBITDA 2010 ADJ. EBITDA MARGIN COMPARISON Note: 1 Pro forma for $6.3mm addback from the amended Nielsen contract 2 EMMS LTM as of 11/30/10 3 CCU Radio adjusted EBITDA assumes pro-rated corporate overhead based on radio and outdoor revenue breakout 4 FYE 2010 BCF margin shown (assumes no corporate overhead)

9 Head-To-Head Comparison Notes: 1 Pro forma for $6.3mm addback from the amended Nielsen contract 2 CDL stations adjusted EBITDA assumes pro-rated corporate overhead based on station and network revenue breakout 3 Includes $50+ million of synergies 4 Based on CMI, CMP and CDL stations only; excludes CDL Network; revenue weighted per BIA 2010

10 Cumulus + CMP + Citadel = A Dynamic Platform for Value Creation PRO FORMA CDL+CMI+CMP $50+ mm of expected synergies

11 Cumulus + CMP + Citadel = A Dynamic Platform for Value Creation CUMULUS' SYSTEM-BASED OPERATING CULTURE STRATUS A Suite of 8 Distinct Software Applications to Manage the Enterprise Sales Programming Engineering/ Technical Business Interactive Post-consolidation Management Structure Employing 20+ Senior Executives Across Every Functional Area Industry's Second- largest Platform with 350 Stations Operational Efficiencies Market Leverage Driving Performance Through Structure and Accountability Proprietary Technologies Operating Systems Centralization Leverage/Scale Operating System and Technology Platform Strategic Planning Corporate Finance M&A/Corporate Development Financial/SEC Reporting Expense Management Quality Control Information Systems Human Resources/Benefits Cumulus Media's proprietary management system and technology platform create operating efficiencies through the centralized management of:

12 Cumulus + CMP + Citadel = A Dynamic Platform for Value Creation EXPENSE SYNERGIES DRIVEN BY DUPLICATIVE COSTS AND SCALE-BASED OPERTING EFFICIENCIES WE EXPECT TO ACHIEVE $50+MM OF EXPENSE SYNERGIES OVER THE NEXT TWO YEARS IN ADDITION, CUMULUS HAS IDENTIFIED SIGNIFICANT POTENTIAL REVENUE UPSIDE Corporate Operations Overlap Markets Network Total Synergies = $50+ million

13 Critical mass necessary to develop social commerce initiatives Combined entity will be attractive for recruiting and development of new sales, programming and management talent Scale for incremental leverage- CAPEX, other vendors Necessary scale to invest in technology-based initiatives including "Personalized" and "Interactive" Radio Well-positioned for highly accretive acquisitions Cumulus + CMP + Citadel = A Dynamic Platform for Value Creation FUTURE OPPORTUNITIES A MERGER OF CUMULUS AND CITADEL WILL STRONGLY POSITION THE COMPANY FOR THE FUTURE

14 Cumulus + CMP + Citadel = A Dynamic Platform for Value Creation A COMPELLING INVESTMENT OPPORTUNITY Largest pure-play public radio company Critical mass required to invest/compete in local digital marketplace Optimal platform for further consolidation and increased vertical integration Best in class technology platform Significant synergies and optimized capital structure Unique opportunity to invest in a liquid $1bn+ market cap

EX-99.3

EXHIBIT 99.3

[CUMULUS MEDIA INC. LETTERHEAD]

Cumulus Media Inc. Announces Private Offering of $610.0 Million of Senior Notes due 2019

ATLANTA, April 25, 2011 /(BUSINESS WIRE)/ — Cumulus Media Inc. (NASDAQ: CMLS) (the “Company”) announced today that it plans to offer $610.0 million aggregate principal amount of senior notes due 2019 (the “Notes”) in a private transaction that is exempt from the registration requirements of the Securities Act of 1933 (the “Act”). The Notes will be guaranteed by certain of the Company’s existing and future direct and indirect domestic restricted subsidiaries and, in certain circumstances, may be assumed by a direct wholly owned subsidiary of the Company, in which case the Company will guarantee the Notes.

As a part of its refinancing transactions in connection with its pending acquisitions of Cumulus Media Partners, LLC and Citadel Broadcasting Corporation, the Company intends to use the net proceeds from the offering of Notes to (i) repay in full all outstanding amounts under the term loan facility under the Company’s existing senior secured credit facilities and (ii) pay fees and expenses related to the offering of Notes. Any remaining proceeds will be used for general corporate purposes. The consummation of the offering of Notes is conditioned upon customary closing conditions.

The Notes and the related guarantees have not been, and will not be, registered under the Act or the securities laws of any other place and may not be offered or sold in the United States absent registration or an applicable exemption therefrom. The Notes will be offered only to qualified institutional buyers under Rule 144A and to persons outside the United States under Regulation S.

This press release does not constitute an offer to sell or a solicitation of an offer to buy the Notes or any other securities, and shall not constitute an offer, solicitation or sale of any Notes or other securities in any jurisdiction in which such offer, solicitation or sale would be unlawful. This notice is being issued pursuant to and in accordance with Rule 135c under the Act.

Forward-Looking Statements

This press release contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements are statements other than historical fact, and include statements relating to the offering of Notes, including the use of proceeds thereof. These statements are based on management’s current expectations and beliefs and involve significant risks and uncertainties that may cause results to differ materially from those set forth in the statements. These risks and uncertainties include, among other things, the Company’s ability to complete the offering of Notes. These and other risk factors that could cause actual results to differ materially from those expressed or implied in our forward-looking statements are and will be discussed in the Company’s filings with the Securities and

Exchange Commission from time to time, including its most recent annual report on Form 10-K and any subsequently filed periodic reports. We undertake no obligation to publicly update any forward-looking statement, whether as a result of new information, future events or otherwise.

Contacts:

Cumulus Media Inc.
J.P. Hannan, 404-260-6600
Senior Vice President, Treasurer & Chief Financial Officer

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