SC 13E3

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13E-3

RULE 13e-3 TRANSACTION STATEMENT
(Pursuant to Section 13(e) of the Securities Exchange Act of 1934)

CUMULUS MEDIA INC.

(Name of the Issuer)

Cumulus Media Inc. Lewis W. Dickey, Jr. John W. Dickey

(Name of Person(s) Filing Statement)

Common Stock, par value $.01 per share
(Title of Class of Securities)

231082-10-8
(CUSIP Number of Class of Securities)

Richard S. Denning, Esq.
Vice President, Secretary and General Counsel
Cumulus Media Inc.
14 Piedmont Center
Atlanta, Georgia 30305
(404) 344-9551

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications
on Behalf of Person(s) Filing Statement)
Copies to:

Mark L. Hanson, Esq.	Mark Kaufman, Esq.
Jones Day	Sutherland Asbill & Brennan LLP
1420 Peachtree Street, N.E.	999 Peachtree Street, N.E.
Suite 1400	Atlanta, GA 30309
Atlanta, Georgia 30309	(212) 853-8000
(404) 521-3939

This statement is filed in connection with (check the appropriate box):

þ a. The filing of solicitation materials or an information statement subject to Regulation 14A, Regulation 14C or Rule 13e-3(c) under the Securities Exchange Act of 1934.

o b. The filing of a registration statement under the Securities Act of 1933.

o c. A tender offer.

o d. None of the above.

Check the following box if the soliciting materials or information statement referred to in checking box (a) are preliminary copies: þ

Check the following box if the filing is a final amendment reporting the results of the transaction: o

Calculation of Filing Fee

Transaction Valuation*
$471,049,292 Amount of Filing Fee**
$14,461

*	Calculated solely for purposes of determining the filing fee. The transaction value was determined based upon the sum of (a) the product of the per share merger consideration of $11.75 and 43,289,712 (which represents the total number of shares of the registrant’s common stock outstanding, less 5,106,383 shares to be delivered by certain of the registrant’s stockholders to the acquiring entity immediately prior to the effective time of the merger and canceled with no merger consideration being paid thereon), plus (b) $9,293,926 expected to be paid in connection with the cancellation of outstanding options, and (c) $13,101,250 expected to be paid in connection with certain to-be-issued shares of the registrant’s common stock (such sum, the “Total Consideration”).
**	The filing fee, calculated in accordance with Exchange Act Rule 0-11(c)(1), was calculated by multiplying the Total Consideration by 0.00003070.
þ	Check box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

Amount previously paid: $14,461
Form or registration statement no.: Schedule 14A
Filing Party: Cumulus Media Inc.
Date Filed: September 10, 2007

INTRODUCTION

     This Rule 13E-3 Transaction Statement on Schedule 13E-3, together with the exhibits hereto (this “Transaction Statement”), is being filed by (1) Cumulus Media Inc., a Delaware corporation (“Cumulus” or the “Company”), the issuer of common stock that is subject to the Rule 13e-3 transaction, (2) Lewis W. Dickey, Jr., an individual and Chairman, President and Chief Executive Officer of Cumulus and (3) John W. Dickey, an individual, brother of Lewis W. Dickey, Jr., and Executive Vice President and Co-Chief Operating Officer of Cumulus (collectively, the “Filing Persons”), although each Filing Person expressly disclaims any obligation to file this Transaction Statement.

     Pursuant to the Agreement and Plan of Merger (the “Merger Agreement”), dated as of July 23, 2007, by and among the Company, Cloud Acquisition Corporation, a Delaware corporation (“Parent”), and Cloud Merger Corporation, a Delaware corporation and a wholly owned subsidiary of Parent (“Merger Sub”), Merger Sub will merge with and into the Company, with the Company continuing as the surviving corporation (the “merger”). Upon completion of the merger, Cumulus stockholders will receive $11.75 in cash (or $11.75 plus certain additional consideration if the merger is not completed before July 23, 2008), without interest and less any applicable withholding taxes, for each share of the Company’s common stock owned. In addition, upon completion of the merger, each outstanding option to acquire the Company’s common stock shall be entitled to receive in exchange for such option a cash payment equal to the number of shares of the Company’s common stock underlying such option multiplied by the amount (if any) by which $11.75 (or $11.75 plus certain additional consideration if the merger is not completed before July 23, 2008) exceeds the option exercise price, without interest and less any applicable withholding taxes. In addition, unless otherwise agreed between a holder and Parent, each outstanding share of restricted stock that is subject to vesting or other lapse restrictions will vest and become free of restriction and will be canceled and converted into the right to receive $11.75 (or $11.75 plus certain additional consideration if the merger is not completed before July 23, 2008), without interest and less any applicable withholding taxes. Cumulus is required to use its reasonable best efforts to obtain any required consents from holders of outstanding options and take any other actions necessary to give effect to the foregoing and to cause all options, including those with option exercise prices that are less than $11.75 per share, to terminate as of the effective date of the merger. Lew Dickey and John Dickey, as well as certain members of their family, will be permitted to invest in the ultimate parent entity of the surviving corporation in the merger.

     Concurrently with the filing of this Transaction Statement, the Company is filing with the Securities and Exchange Commission a preliminary proxy statement (the “Proxy Statement”) under Regulation 14A of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), relating to the special meeting of the stockholders of the Company at which the stockholders of the Company will consider and vote upon a proposal to adopt the Merger Agreement. The adoption of the Merger Agreement requires the affirmative vote of a majority of the aggregate voting power of Cumulus Class A Common Stock and Class C Common Stock, voting as a single class, issued and outstanding as of the close of business on the record date relating to the special meeting of stockholders.

     The cross references below are being supplied pursuant to General Instruction G to Schedule 13E-3 and show the location in the Proxy Statement of the information required to be included in response to the items of Schedule 13E-3. The information contained in the Proxy Statement, including all annexes thereto, is incorporated in its entirety herein by this reference, and the responses to each Item in this Transaction Statement are qualified in their entirety by the information contained in the Proxy Statement and the annexes thereto. Capitalized terms used but not defined herein shall have the meanings ascribed to such terms in the Proxy Statement. All information contained in this Transaction Statement concerning any of the Filing Persons has been provided by such Filing Person and none of the Filing Persons, including the Company, takes responsibility for the accuracy of any information not supplied by such Filing Person.

     The filing of this Transaction Statement shall not be construed as an admission by any of the Filing Persons or by any affiliate of a Filing Person, that Cumulus is “controlled” by any other Filing Person or that any Filing Person is an “affiliate” of Cumulus within the meaning of Rule 13e-3 under Section 13(e) of the Exchange Act.

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TABLE OF CONTENTS

TABLE OF CONTENTS

	Item 1. Summary Term Sheet
	Item 2. Subject Company Information
	Item 3. Identity and Background of Filing Person(s)
	Item 4. Terms of the Transaction
	Item 5. Past Contacts, Transactions, Negotiations and Agreements
	Item 6. Purpose of the Transaction and Plans or Proposals
	Item 7. Purposes, Alternatives, Reasons and Effects
	Item 8. Fairness of the Transaction
	Item 9. Reports, Opinions, Appraisals and Certain Negotiations
	Item 10. Source and Amounts of Funds or Other Consideration
	Item 11. Interest in Securities of the Subject Company
	Item 12. The Solicitation or Recommendation
	Item 13. Financial Information
	Item 14. Persons/Assets, Retained, Employed, Compensated or Used
	Item 15. Additional Information
	Item 16. Exhibits
SIGNATURES
EXHIBIT INDEX
EX-99.(C)(2) MATERIALS, DATED JULY 23, 2007
EX-99.(C)(3) MATERIALS, DATED JULY 22, 2007
EX-99.(C)(4) MATERIALS, DATED JULY 21, 2007

Item 1. Summary Term Sheet

Regulation M-A Item 1001

     The information set forth in the Proxy Statement under the following captions are incorporated herein by reference:

          “Summary”

          “Questions and Answers about the Special Meeting and the Merger”

Item 2. Subject Company Information

Regulation M-A Item 1002

(a) Name and Address. The Company’s name and the address and telephone number of its principal executive office are as follows:

Cumulus Media Inc.
14 Piedmont Center, Suite 1400
Atlanta, Georgia 30305
(404) 949-0700

(b) Securities. The information set forth in the Proxy Statement under the caption “Important Information About Cumulus — Security Ownership of Certain Beneficial Owners and Management” is incorporated herein by reference.

(c) Trading Market and Price. The information set forth in the Proxy Statement under the caption “Important Information About Cumulus — Market Price and Dividend Data” is incorporated herein by reference.

(d) Dividends. The information set forth in the Proxy Statement under the caption “Important Information About Cumulus — Market Price and Dividend Data” is incorporated herein by reference.

(e) Prior Public Offerings. None.

(f) Prior Stock Purchases. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

          “Important Information About Cumulus — Transactions in Our Common Stock”

Item 3. Identity and Background of Filing Person(s)

Regulation M-A Item 1003

(a) Name and Address. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

“Summary— The Parties to the Merger”
“The Parties to the Merger”
Annex D — Information About Our Transaction Participants

(b) Business and Background of Entities. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

“Summary— The Parties to the Merger”
“The Parties to the Merger”
“Important Information About Cumulus”
Annex D — Information About Our Transaction Participants

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(c) Business and Background of Natural Persons. The information set forth in the Proxy Statement Annex D — Information About the Transaction Participants is incorporated herein by reference.

Item 4. Terms of the Transaction

Regulation M-A Item 1004

(a) Material Terms. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

“Summary”
“Questions and Answers about the Special Meeting and the Merger”
“The Special Meeting”
“Special Factors”
“The Merger Agreement”
Annex A — Agreement and Plan of Merger

(c) Different Terms. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

“Summary”
“Special Factors —Effects of the Merger on Cumulus”
“Special Factors — Interests of Our Directors and Executive Officers in the Merger”
“The Merger Agreement — Treatment of Options and Other Awards”

(d) Appraisal Rights. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

“Summary— Appraisal Rights”
“The Special Meeting—Appraisal Rights”
“Appraisal Rights”
Annex C — Section 262 of the General Corporation Law of the State of Delaware

(e) Provisions for Unaffiliated Security Holders.

There have been no provisions in connection with this transaction to grant unaffiliated security holders access to the corporate files of the Filing Persons or to obtain counsel or appraisal services at the expense of the Filing Persons.

(f) Eligibility for Listing or Trading. Not applicable.

Item 5. Past Contacts, Transactions, Negotiations and Agreements

Regulation M-A 1005

(a) Transactions. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

“Special Factors — Background of the Merger”
“Special Factors — Interests of Our Directors and Executive Officers in the Merger”

(b) Significant Corporate Events. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

“Special Factors — Background of the Merger”
“Special Factors — Interests of Our Directors and Executive Officers in the Merger”
“Important Information About Cumulus — Transactions in Our Common Stock”

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(c) Negotiations or Contacts. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

“Special Factors — Background of the Merger”
“Special Factors — Interests of Our Directors and Executive Officers in the Merger”

(e)	Agreements Involving the Subject Company’s Securities. The information set forth in the Proxy Statement under the caption “Special Factors — Interests of Our Directors and Executive Officers in the Merger” is incorporated herein by reference.
	In addition, pursuant to the Company’s certificate of incorporation and a voting agreement, dated June 30, 1998, entered into by the Company, BA Capital Company, L.P. (“BA Capital”) (through its predecessor entity) and the holders of the Company’s Class C Common Stock (the “Class C Stockholders”), the Class C Stockholders have the right, voting as a single class, to elect one director to our Board (the “Class C Director”), and the Class C Stockholders are obligated to elect a person designated by BA Capital to serve as such director. The Class C Stockholders’ right to elect the Class C Director, and BA Capital’s right to designate the person to serve as that director, continues for so long as BA Capital, together with its affiliates, continues to own at least 50% of the number of shares of our common stock as BA Capital held on June 30, 1998 (the “Applicable Period”). Upon the termination of the Applicable Period, the term of the Class C Director, and the right of the Class C Stockholders to elect the Class C Director, will terminate. Robert H. Sheridan, III has served as BA Capital’s designee since July 1998.
	Further, pursuant to a stockholder agreement, dated March 28, 2002, entered into by the Company and Bank of America Capital Investors, L.P. (“BACI”), BACI agreed not to convert its shares of Class B Common Stock into shares of Class C Common Stock, and agreed to vote its shares of Class B Common Stock in accordance with the majority of the other holders of Class B Common Stock on any matter on which the holders of Class B Common Stock may vote. The term of the stockholder agreement will continue until the earlier of (1) the transfer of BACI’s shares of Class B Common Stock to the Company or an unaffiliated third party or (2) March 28, 2022.

Item 6. Purpose of the Transaction and Plans or Proposals

Regulation M-A Item 1006

(b) Use of Securities Acquired. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

“Summary — The Merger”
“Questions and Answers about the Special Meeting and the Merger”
“Special Factors — Reasons for the Merger; Recommendation of the Special Committee and of Our Board of Directors”
“Special Factors — Purpose and Reasons for the Merger of Lew Dickey and John Dickey”
“Special Factors — Effects of the Merger on Cumulus”
“Special Factors — Plans for Cumulus after the Merger”
“Special Factors — Interests of Our Directors and Executive Officers in the Merger”
“The Merger Agreement — The Merger”
“The Merger Agreement — Treatment of Options and Other Awards”
Annex A — Agreement and Plan of Merger

(c)(1)-(8) Plans. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

“Summary — The Merger”
“Questions and Answers about the Special Meeting and the Merger”
“Special Factors — Background of the Merger”
“Special Factors — Purpose and Reasons for the Merger of Lew Dickey and John Dickey”

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“Special Factors — Effects of the Merger on Cumulus”
“Special Factors — Plans for Cumulus after the Merger”
“Special Factors — Financing of the Merger”
“Special Factors — Interests of Our Directors and Executive Officers in the Merger”
“The Merger Agreement”
Annex A — Agreement and Plan of Merger

Item 7. Purposes, Alternatives, Reasons and Effects

Regulation M-A Item 1013

(a) Purposes. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

“Summary — The Merger”
“Special Factors — Background of the Merger”
“Special Factors — Reasons for the Merger; Recommendation of the Special Committee and of Our Board of Directors”
“Special Factors – Purpose and Reasons for the Merger of Lew Dickey and John Dickey”
“Special Factors — Plans for Cumulus after the Merger”

(b) Alternatives. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

“Special Factors — Background of the Merger”
“Special Factors — Reasons for the Merger; Recommendation of the Special Committee and of Our Board of Directors”
“Special Factors — Plans for Cumulus after the Merger”
“Special Factors — Effects on Cumulus if the Merger is Not Completed”

(c) Reasons. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

“Summary — The Merger”
“Special Factors — Background of the Merger”
“Special Factors — Reasons for the Merger; Recommendation of the Special Committee and of Our Board of Directors”
“Special Factors – Purpose and Reasons for the Merger of Lew Dickey and John Dickey”
“Special Factors — Plans for Cumulus after the Merger”

(d) Effects. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

“Summary— The Merger”
“Special Factors — Background of the Merger”
“Special Factors — Effects of the Merger on Cumulus”
“Special Factors — Plans for Cumulus after the Merger”
“Special Factors — Effects on Cumulus if the Merger is Not Completed”
“Special Factors — Material U.S. Federal Income Tax Consequences of the Merger to Our Stockholders”
“The Merger Agreement”
Annex A — Agreement and Plan of Merger

Item 8. Fairness of the Transaction

Regulation M-A 1014

(a) Fairness. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

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“Summary — The Special Committee and its Recommendation”
“Special Factors — Background of the Merger”
“Special Factors — Reasons for the Merger; Recommendation of the Special Committee and of Our Board of Directors”
“Special Factors – Position of Lew Dickey and John Dickey as to Fairness”

(b) Factors Considered in Determining Fairness. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

“Summary — The Special Committee and its Recommendation”
“Special Factors — Background of the Merger”
“Special Factors — Reasons for the Merger; Recommendation of the Special Committee and of Our Board of Directors”
“Special Factors — Opinion of the Special Committee’s Financial Advisor”
“Special Factors — Position of Lew Dickey and John Dickey as to Fairness”
“Special Factors — Interests of Our Directors and Executive Officers in the Merger”
Annex B — Opinion of Credit Suisse Securities (USA) LLC

(c) Approval of Security Holders. The transaction is not structured so that the approval of at least a majority of unaffiliated security holders is required. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

“Questions and Answers About the Special Meeting and the Merger”
“The Special Meeting— Voting Rights; Quorum; Vote Required for Approval”
“The Merger Agreement”

(d)	Unaffiliated Representative. An unaffiliated representative was not retained to act solely on behalf of unaffiliated security holders for purposes of negotiating the terms of the transaction or preparing a report concerning the fairness of the transaction. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:
(e)	Approval of Directors. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

“Summary — The Special Committee and its Recommendation”
“Summary— Board Recommendation”
“Special Factors — Background of the Merger”
“Special Factors — Reasons for the Merger; Recommendation of the Special Committee and of Our Board of Directors”
“Special Factors — Interests of Our Directors and Executive Officers in the Merger”

(f) Other Offers. None.

Item 9. Reports, Opinions, Appraisals and Certain Negotiations

Regulation M-A Item 1015

(a) Report, Opinion or Appraisal. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

“Summary — Opinion of the Special Committee’s Financial Advisor”
“Special Factors — Background of the Merger”
“Special Factors — Reasons for the Merger; Recommendation of the Special Committee and of Our Board of Directors”

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“Special Factors —Plans for Cumulus after the Merger”
“Special Factors — Opinion of the Special Committee’s Financial Advisor”
“The Merger Agreement — Representations and Warranties”
“Important Information About Cumulus — Projected Financial Information”
Annex B — Opinion of Credit Suisse Securities (USA) LLC

(b) Preparer and Summary of the Report, Opinion or Appraisal. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

“Summary — Opinion of the Special Committee’s Financial Advisor”
“Special Factors — Background of the Merger”
“Special Factors — Reasons for the Merger; Recommendation of the Special Committee and of Our Board of Directors”
“Special Factors — Opinion of the Special Committee’s Financial Advisor”
“The Merger Agreement — Representations and Warranties”
Annex B — Opinion of Credit Suisse Securities (USA) LLC

(c) Availability of Documents. The reports, opinions or appraisals referenced in this Item 9 will be made available for inspection and copying at the principal executive offices of the Company during its regular business hours by any interested holder of the Company’s common stock.

Item 10. Source and Amounts of Funds or Other Consideration

Regulation M-A Item 1007

(a) Source of Funds. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

“Summary — Sources of Financing”
“Special Factors — Background of the Merger”
“Special Factors — Financing of the Merger”
“Special Factors — Fees and Expenses of the Merger”
“Special Factors — Interests of Our Directors and Executive Officers in the Merger”
“The Merger Agreement”
Annex A — Agreement and Plan of Merger

(b) Conditions. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

“Special Factors — Effects on Cumulus if the Merger is Not Completed”
“Special Factors — Financing of the Merger”
“The Merger Agreement”
Annex A — Agreement and Plan of Merger

(c) Expenses. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

“Summary — Termination Fees”
“Special Factors — Background of the Merger”
“Special Factors — Financing of the Merger”
“Special Factors — Fees and Expenses of the Merger”
“The Merger Agreement — Termination Fees”
Annex A — Agreement and Plan of Merger

(d) Borrowed Funds. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

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“Summary — Sources of Financing”
“Special Factors — Background of the Merger”
“Special Factors — Financing of the Merger”
Annex A — Agreement and Plan of Merger

Item 11. Interest in Securities of the Subject Company

Regulation M-A Item 1008

(a) Securities Ownership. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

“Summary — Interests of Our Directors and Executive Officers in the Merger”
“Special Factors — Interests of Our Directors and Executive Officers in the Merger”
“Important Information About Cumulus — Security Ownership of Certain Beneficial Owners and Management”

(b) Securities Transactions. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

“Important Information About Cumulus — Security Ownership of Certain Beneficial Owners and Management”
“Important Information About Cumulus — Transactions in Our Common Stock”

Item 12. The Solicitation or Recommendation

Regulation M-A Item 1012

(d) Intent to Tender or Vote in a Going-Private Transaction. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

“Summary — Share Ownership of Directors and Executive Officers”
“Questions and Answers about the Special Meeting and the Merger”
“The Special Meeting— Voting Rights; Quorum; Vote Required for Approval”
“Special Factors — Reasons for the Merger; Recommendation of the Special Committee and of Our Board of Directors”
“Special Factors — Purpose and Reasons for the Merger of Lew Dickey and John Dickey”
“Special Factors — Plans for Cumulus after the Merger”
“Special Factors — Interests of Our Directors and Executive Officers in the Merger”

(e) Recommendations of Others. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

“Summary — Board Recommendation”
“Questions and Answers about the Special Meeting and the Merger”
“Special Factors — Background of the Merger”
“Special Factors — Reasons for the Merger; Recommendation of the Special Committee and of Our Board of Directors”
“Special Factors — Purpose and Reasons for the Merger of Lew Dickey and John Dickey”
“Special Factors — Plans for Cumulus after the Merger”

Item 13. Financial Information

Regulation M-A Item 1010

(a) Financial Statements. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

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“Important Information About Cumulus — Selected Historical Financial Information”
“Important Information About Cumulus — Ratio of Earnings to Fixed Charges”
“Important Information About Cumulus — Book Value Per Share”
“Where You Can Find More Information”

(b) Pro Forma Information. Not applicable.

Item 14. Persons/Assets, Retained, Employed, Compensated or Used

Regulation M-A Item 1009

(a) Solicitations or Recommendations. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

“Questions and Answers about the Special Meeting and the Merger”
“The Special Meeting— Solicitation of Proxies”
“Special Factors — Background of the Merger”
“Special Factors — Reasons for the Merger; Recommendation of the Special Committee and of Our Board of Directors ”
“Special Factors — Interests of Our Directors and Executive Officers in the Merger”
“Special Factors — Fees and Expenses of the Merger”

(b) Employees and Corporate Assets. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

“Questions and Answers about the Special Meeting and the Merger”
“Special Factors — Background of the Merger”
“Special Factors — Reasons for the Merger; Recommendation of the Special Committee and of Our Board of Directors ”
“Special Factors — Interests of Our Directors and Executive Officers in the Merger”

Item 15. Additional Information

Regulation M-A Item 1011

(b) Other Material Information. The information contained in the Proxy Statement, including all annexes thereto, is incorporated herein by reference.

Item 16. Exhibits

Regulation M-A Item 1016

Exhibit
No.	Description
(a)(1)	Preliminary Proxy Statement of Cumulus Media Inc. (incorporated by reference to the Preliminary Proxy Statement of Cumulus Media Inc. filed with the Securities and Exchange Commission (the “SEC”) on September 10, 2007.
(a)(2)	Press release, dated July 23, 2007 (incorporated by reference to Exhibit 99.1 to the Company’s Form 8-K, filed with the SEC on July 23, 2007).
(b)(1)	Debt Commitment Letter, dated July 23, 2007, from Merrill Lynch Capital Corporation and Merrill Lynch, Pierce, Fenner & Smith Incorporated (incorporated by reference to Exhibit 99.13 of Amendment 4 to the Schedule 13D, filed by Lewis W. Dickey, Jr. with the SEC on July 23, 2007).
(c)(1)	Opinion of Credit Suisse Securities (USA) LLC to the Special Committee of the Company’s Board of Directors, dated July 23, 2007 (included as Annex B of the Preliminary Proxy Statement filed herewith as Exhibit (a)(1)).
(c)(2)	Materials, dated July 23, 2007, of Credit Suisse Securities (USA) LLC to the Special Committee of the Company’s Board of Directors.
(c)(3)	Materials, dated July 22, 2007, of Credit Suisse Securities (USA) LLC to the Special Committee of the Company’s Board of Directors.

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Exhibit
No.	Description
(c)(4)	Materials, dated July 21, 2007, of Credit Suisse Securities (USA) LLC to the Special Committee of the Company’s Board of Directors.
(d)(1)	Agreement and Plan of Merger, dated as of July 23, 2007, by and among Cloud Acquisition Corporation, Cloud Merger Corporation and the Company (included as Annex A of the Preliminary Proxy Statement filed herewith as Exhibit (a)(1)).
(d)(2)	Equity Rollover Commitment Letter, dated July 23, 2007 between Lewis W. Dickey, Jr. and Cloud Acquisition Corporation (incorporated by reference to Exhibit 99.5 of Amendment 4 to the Schedule 13D, filed by Lewis W. Dickey, Jr. with the SEC on July 23, 2007).
(d)(3)	Equity Rollover Commitment Letter, dated July 23, 2007 between John W. Dickey and Cloud Acquisition Corporation (incorporated by reference to Exhibit 99.6 of Amendment 4 to the Schedule 13D, filed by Lewis W. Dickey, Jr. with the SEC on July 23, 2007).
(d)(4)	Equity Rollover Commitment Letter, dated July 23, 2007 between Michael W. Dickey and Cloud Acquisition Corporation (incorporated by reference to Exhibit 99.7 of Amendment 4 to the Schedule 13D, filed by Lewis W. Dickey, Jr. with the SEC on July 23, 2007).
(d)(5)	Equity Rollover Commitment Letter, dated July 23, 2007 between David W. Dickey and Cloud Acquisition Corporation (incorporated by reference to Exhibit 99.8 of Amendment 4 to the Schedule 13D, filed by Lewis W. Dickey, Jr. with the SEC on July 23, 2007).
(d)(6)	Equity Rollover Commitment Letter, dated July 23, 2007 between Lewis W. Dickey, Sr. and Cloud Acquisition Corporation (incorporated by reference to Exhibit 99.9 of Amendment 4 to the Schedule 13D, filed by Lewis W. Dickey, Jr. with the SEC on July 23, 2007).
(d)(7)	Cooperation Agreement, dated July 23, 2007, between Lewis W. Dickey, Jr. and the Company (incorporated by reference to Exhibit 2.2 to the Company’s Form 8-K, filed with the SEC July 23, 2007).
(d)(8)	Voting Agreement, dated July 23, 2007, by and among Cloud Acquisition Corporation, the Company, Lewis W. Dickey, Jr., John W. Dickey, Michael W. Dickey, David W. Dickey and Lewis W. Dickey, Sr. (incorporated by reference to Exhibit 2.3 of the Company’s current report on Form 8-K, filed with the SEC on July 23, 2007).
(d)(9)	Voting Agreement, dated June 30, 1998, by and among BA Capital Company, L.P., as successor in interest to NationsBanc Capital Corp., the Company and the shareholders named therein (incorporated by reference to Exhibit 4.2 of the Company’s Form 10-Q for the period ended September 30, 2001).
(d)(10)	Shareholder Agreement, dated as of March 28, 2002, by and between the Company and Banc of America Capital Investors SBIC, L.P. (incorporated by reference to Exhibit (d)(3) of the Company’s Schedule TO, filed with the SEC on May 17, 2006).
(d)(11)	Voting Agreement, dated July 23, 2007, by and among the Company, BA Capital Company, L.P. and Banc of America Capital Investors SBIC, L.P. (incorporated by reference to Exhibit 2.4 to the Company’s Form 8-K, filed with the SEC July 23, 2007).
(d)(12)	Limited Guarantee, dated July 23, 2007, from ML IBK Positions, Inc. (incorporated by reference to Exhibit 99.15 of Amendment 4 to the Schedule 13D, filed by Merrill Lynch, Pierce, Fenner & Smith Incorporated with the SEC on July 30, 2007).
(d)(13)	Interim Investors Agreement, dated July 27, 2007, to be effective as of July 23, 2007, by and among Cloud Holding Company, LLC, Cloud Acquisition Corporation, MLGPE Fund US Alternative, L.P. and the Rollover Investors named therein (incorporated by reference to Exhibit 99.16 of Amendment 4 to the Schedule 13 D, filed by Merrill Lynch, Pierce, Fenner & Smith Incorporated with the SEC on July 30, 2007).
(f)	Section 262 of the Delaware General Corporation Law (included as Annex C of the Preliminary Proxy Statement filed herewith as Exhibit (a)(1)).

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SIGNATURES

     After due inquiry and to the best of their knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.

Dated: September 10, 2007

CUMULUS MEDIA INC.
By:	/s/ Lewis W. Dickey, Jr.
Name:	Lewis W. Dickey, Jr.
Title:	Chairman, President and Chief Executive Officer
LEWIS W. DICKEY, JR.
/s/ Lewis W. Dickey, Jr.
Lewis W. Dickey, Jr.
JOHN W. DICKEY
/s/ John W. Dickey
John W. Dickey

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EXHIBIT INDEX

Exhibit
No.	Description
(a)(1)	Preliminary Proxy Statement of Cumulus Media Inc. (incorporated by reference to the Preliminary Proxy Statement of Cumulus Media Inc. filed with the Securities and Exchange Commission (the “SEC”) on September 10, 2007.
(a)(2)	Press release, dated July 23, 2007 (incorporated by reference to Exhibit 99.1 to the Company’s Form 8-K, filed with the SEC on July 23, 2007).
(b)(1)	Debt Commitment Letter, dated July 23, 2007, from Merrill Lynch Capital Corporation and Merrill Lynch, Pierce, Fenner & Smith Incorporated (incorporated by reference to Exhibit 99.13 of Amendment 4 to the Schedule 13D, filed by Lewis W. Dickey, Jr. with the SEC on July 23, 2007).
(c)(1)	Opinion of Credit Suisse Securities (USA) LLC to the Special Committee of the Company’s Board of Directors, dated July 23, 2007 (included as Annex B of the Preliminary Proxy Statement filed herewith as Exhibit (a)(1)).
(c)(2)	Materials, dated July 23, 2007, of Credit Suisse Securities (USA) LLC to the Special Committee of the Company’s Board of Directors.
(c)(3)	Materials, dated July 22, 2007, of Credit Suisse Securities (USA) LLC to the Special Committee of the Company’s Board of Directors.
(c)(4)	Materials, dated July 21, 2007, of Credit Suisse Securities (USA) LLC to the Special Committee of the Company’s Board of Directors.
(d)(1)	Agreement and Plan of Merger, dated as of July 23, 2007, by and among Cloud Acquisition Corporation, Cloud Merger Corporation and the Company (included as Annex A of the Preliminary Proxy Statement filed herewith as Exhibit (a)(1)).
(d)(2)	Equity Rollover Commitment Letter, dated July 23, 2007 between Lewis W. Dickey, Jr. and Cloud Acquisition Corporation (incorporated by reference to Exhibit 99.5 of Amendment 4 to the Schedule 13D, filed by Lewis W. Dickey, Jr. with the SEC on July 23, 2007).
(d)(3)	Equity Rollover Commitment Letter, dated July 23, 2007 between John W. Dickey and Cloud Acquisition Corporation (incorporated by reference to Exhibit 99.6 of Amendment 4 to the Schedule 13D, filed by Lewis W. Dickey, Jr. with the SEC on July 23, 2007).
(d)(4)	Equity Rollover Commitment Letter, dated July 23, 2007 between Michael W. Dickey and Cloud Acquisition Corporation (incorporated by reference to Exhibit 99.7 of Amendment 4 to the Schedule 13D, filed by Lewis W. Dickey, Jr. with the SEC on July 23, 2007).
(d)(5)	Equity Rollover Commitment Letter, dated July 23, 2007 between David W. Dickey and Cloud Acquisition Corporation (incorporated by reference to Exhibit 99.8 of Amendment 4 to the Schedule 13D, filed by Lewis W. Dickey, Jr. with the SEC on July 23, 2007).
(d)(6)	Equity Rollover Commitment Letter, dated July 23, 2007 between Lewis W. Dickey, Sr. and Cloud Acquisition Corporation (incorporated by reference to Exhibit 99.9 of Amendment 4 to the Schedule 13D, filed by Lewis W. Dickey, Jr. with the SEC on July 23, 2007).
(d)(7)	Cooperation Agreement, dated July 23, 2007, between Lewis W. Dickey, Jr. and the Company (incorporated by reference to Exhibit 2.2 to the Company’s Form 8-K, filed with the SEC July 23, 2007).
(d)(8)	Voting Agreement, dated July 23, 2007, by and among Cloud Acquisition Corporation, the Company, Lewis W. Dickey, Jr., John W. Dickey, Michael W. Dickey, David W. Dickey and Lewis W. Dickey, Sr. (incorporated by reference to Exhibit 2.3 of the Company’s current report on Form 8-K, filed with the SEC on July 23, 2007).
(d)(9)	Voting Agreement, dated June 30, 1998, by and among BA Capital Company, L.P., as successor in interest to NationsBanc Capital Corp., the Company and the shareholders named therein (incorporated by reference to Exhibit 4.2 of the Company’s Form 10-Q for the period ended September 30, 2001).
(d)(10)	Shareholder Agreement, dated as of March 28, 2002, by and between the Company and Banc of America Capital Investors SBIC, L.P. (incorporated by reference to Exhibit (d)(3) of the Company’s Schedule TO, filed with the SEC on May 17, 2006).
(d)(11)	Voting Agreement, dated July 23, 2007, by and among the Company, BA Capital Company, L.P. and Banc of America Capital Investors SBIC, L.P. (incorporated by reference to Exhibit 2.4 to the Company’s Form 8-K, filed with the SEC July 23, 2007).

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Exhibit
No.	Description
(d)(12)	Limited Guarantee, dated July 23, 2007, from ML IBK Positions, Inc. (incorporated by reference to Exhibit 99.15 of Amendment 4 to the Schedule 13D, filed by Merrill Lynch, Pierce, Fenner & Smith Incorporated with the SEC on July 30, 2007).
(d)(13)	Interim Investors Agreement, dated July 27, 2007, to be effective as of July 23, 2007, by and among Cloud Holding Company, LLC, Cloud Acquisition Corporation, MLGPE Fund US Alternative, L.P. and the Rollover Investors named therein (incorporated by reference to Exhibit 99.16 of Amendment 4 to the Schedule 13 D, filed by Merrill Lynch, Pierce, Fenner & Smith Incorporated with the SEC on July 30, 2007).
(f)	Section 262 of the Delaware General Corporation Law (included as Annex C of the Preliminary Proxy Statement filed herewith as Exhibit (a)(1)).

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EX-99.(C)(2)

Project Eagle CONFIDENTIAL July 23, 2007 Presentation to the Special Committee THESE MATERIALS MAY NOT BE USED OR RELIED UPON FOR ANY PURPOSE OTHER THAN AS SPECIFICALLY CONTEMPLATED BY A WRITTEN AGREEMENT WITH CREDIT SUISSE.

Table of Contents 1. Eagle Overview 2. Eagle Financial Analysis 3. Cardinal Financial Analysis Appendix Eagle LBO Analysis Cardinal LBO Analysis Miscellaneous

1. Eagle Overview

Transaction Overview An entity newly-formed by Lew Dickey and Merrill Lynch Private Equity will acquire Eagle by merging a subsidiary with Eagle pursuant to which each outstanding share of Eagle Common Stock will be converted into the right to receive $11.75 in cash On July 20, 2007, the Special Committee of Eagle received a proposal from Lew Dickey, together with Merrill Lynch Private Equity, to acquire Eagle for $10.65 in cash per outstanding share of Eagle Common Stock On July 21, 2007, Lew Dickey and Merrill Lynch Private Equity raised their offer to acquire Eagle for $11.25 in cash per outstanding share of Eagle Common Stock On July 22, 2007, Lew Dickey and Merrill Lynch Private Equity raised their offer to acquire Eagle for $11.55 in cash per outstanding share of Eagle Common Stock. They subsequently raised their offer to $11.75 Projected net debt balance at 12/31/07 per Eagle management (as approved by Special Committee) including $8.3 million cash proceeds from hedge unwind and $6.0 million cash proceeds of pending sale of Caribbean radio assets. Per Eagle management (as approved by Special Committee). Includes stock-based compensation expense. Per Eagle management (as approved by Special Committee). EBITDA adjusted to exclude stock-based compensation expense. Per Eagle management (as approved by Special Committee). Defined as EBITDA - net interest expense - capex - change in working capital - cash taxes. (2)

Eagle Market Capitalization and Trading Multiples

Eagle Historical Stock Price Performance January 1, 2006 - July 20, 2007 11/25/2006: CCU Announces Exploration of Strategic Options 8/8/06: Eagle reports second quarter 2006 results 11/4/06: Eagle reports third quarter 2006 results 3/1/07: Eagle reports fourth quarter 2006 results 10/25/06: Eagle competitor Clear Channel announces exploration of strategic options 5/9/07: Eagle reports first quarter 2007 results 4/5/07: Eagle announces John Dickey and Jon Pinch as Co-COO 11/29/06: Citigroup downgrades Eagle to a "sell rating" 8/15/06: During the month of August 2006, Eagle repurchases 550,000 shares of Class A common stock at an average price of $9.23 per share 5/10/06: Eagle announces intention to initiate Dutch auction tender offer to repurchase up to 11.5 million shares of its Class A common stock and repurchase 5 million of its class B common stock; each for prices between $11.00-$12.50 per share 6/23/06: Eagle repurchases 11.5 mm shares of Class A common stock at $11.50 per share (24.1% of total outstanding) for $123.3 mm. In addition, on 6/29/06, Eagle repurchases 5 million shares of Class B at $11.50 per share Source: Factset.

Eagle Historical Stock Trading Volume Trading Volume Range Last Three Years Last 12 Months Note: {38}2 million shares of Eagle common stock were traded in the last three years, representing 876.6% of the 43.6 million fully diluted shares of Eagle common stock outstanding as of 7/20/07. High close: $16.59; low close: $8.37; average closing price: $11.95. Source: FactSet. Note: {83} million shares of Eagle common stock were traded in the last twelve months, representing 190.7% of the 43.6 million fully diluted shares of Eagle common stock outstanding as of 7/20/07. High close: $11.55; low close: $8.37; average closing price: $9.88. Source: FactSet.

Selected Wall Street Analyst Target Prices Source: Wall Street research and Bloomberg.

Summary of Eagle and Cardinal Projections Eagle management forecast for Eagle for year 2007 (as revised in April 2007) as approved by Special Committee and supplemented with Special Committee estimates for the years 2008- 2012 is referred to herein as the Eagle Case Eagle Case includes management fee income from Cardinal, but excludes the earnings and cash flow associated with Eagle's 25% stake in Cardinal In addition, the Eagle Case does not include non-cash stock option expense in the EBITDA calculation In 2006, non-cash compensation was $24 million (including a one-time $16 million expense relating to the amendment of the CEO's employment contract) Eagle management has forecasted annual non-cash compensation expense of $10 million for 2007 and onward Eagle Case is adjusted to reflect the pending sale of the Caribbean radio assets, resulting in a $0.5 million decrease in 2007E EBITDA Eagle management forecast for Cardinal for year 2007 as approved by Special Committee and supplemented with Special Committee estimates for the years 2008-2012 is referred to herein as the Cardinal Case Source: Eagle management and Special Committee. (1) Excludes non-cash compensation expense.

Eagle and Cardinal Cases vs. Wall Street Research Estimates Source: 2006 data per Eagle and Cardinal public filings. Eagle and Cardinal Cases per Eagle management for 2007 (as approved by Special Committee) and Special Committee for 2008-2011. Wall Street research case represents the average of seven Wall Street research analyst estimates for 2007, six estimates for 2008 and one estimate for 2009-2011. (1) Excludes stock-based compensation expense. (1) (1)

Summary Eagle Financial Analysis - Excluding Cardinal Source: Eagle Case per Eagle management for 2007 (as approved by Special Committee) and Special Committee for 2008-2012. Based on 10.5x-12.0x 2007E EBITDA 10.0x-11.5x 2008E EBITDA Based on 7.0%-8.0% WACC and 10.0x-12.0x 2011E Forward Exit EBITDA Multiple Based on 11.5x-13.0x 2007E EBITDA Per Share Consideration $11.75

Summary Eagle Financial Analysis - Including Cardinal Source: Eagle and Cardinal Cases per Eagle management for 2007 (as approved by Special Committee) and Special Committee for 2008-2012. Eagle EBITDA includes 25% of Cardinal net income per Cardinal Case. Based on 7.0%-8.0% WACC and 10.0x-12.0x 2011E Forward Exit Multiple Reference Range for Cardinal $0.35 - $1.25 Eagle Cardinal Based on 10.5x-12.0x 2007E EBITDA 10.0x-11.5x 2008E EBITDA Based on 7.0%-8.0% WACC and 10.0x-12.0x 2011E Forward Exit Multiple (1) $1.15 - $2.45 Based on 11.5x-13.0x 2007E EBITDA Based on 11.5x-13.0x 2007E Allocated Net Income Based on 10.5x-12.0x 2007E EBITDA 10.0x-11.5x 2008E EBITDA Per Share Consideration $11.75

2. Eagle Financial Analysis

Selected Company Analysis - Eagle Case Per Eagle management for 2007 (as approved by Special Committee) and Special Committee for 2008. Projected net debt balance at 12/31/07 including $8.3 million cash proceeds from hedge unwind and $6.0 million cash proceeds of pending sale of Caribbean radio assets per Eagle management (as approved by Special Committee). Based on basic shares outstanding per Eagle management as of 5/31/07. (1)

Selected Precedent Transactions Analysis - Eagle Case Per Eagle management for 2007 (as approved by Special Committee). Projected net debt balance at 12/31/07 including $8.3 million cash proceeds from hedge unwind and $6.0 million cash proceeds of pending sale of Caribbean radio assets per Eagle management (as approved by Special Committee). Value reflects Section 382 NOL limitation. Based on basic shares outstanding per Eagle management as of 5/31/07. (1)

Discounted Cash Flow Analysis - Eagle Case EBITDA adjusted to exclude stock-based compensation expense. Calculated based on estimated weighted average cost of capital of 8.0% for illustrative purposes. Based on $207.7 million of NOL carry forwards per Eagle 12/31/06 Form 10-K. Calculated based on unlevered EBIT and mid-point of estimated cost of equity of 16% for illustrative purposes. Source: Eagle Case per Eagle management for 2007 (as approved by Special Committee) and Special Committee for 2008-2012.

Discounted Cash Flow Analysis - Eagle Case (Cont'd.) Assumes 8.0% WACC for illustrative purposes. Includes NPV of NOLs. Includes estimated net debt of $698.2 million including $8.3 million cash proceeds from hedge unwind and $6.0 million cash proceeds of pending sale of Caribbean assets as of 12/31/07 per Eagle management (as approved by Special Committee).

3. Cardinal Financial Analysis

Summary Cardinal Financial Analysis Selected Company Analysis Based on 7.0%-8.0% WACC and 10.0x-12.0x 2011E Forward Exit EBITDA Multiple Based on 10.5x-12.0x 2007E EBITDA 10.0x-11.5x 2008E EBITDA Discounted Cash Flow Analysis Source: Cardinal Case per Eagle management for 2007 (as approved by Special Committee) and Special Committee for 2008-2012.

Summary Cardinal Financial Analysis - Equity Value of Cardinal Stake Source: Cardinal Cases per Eagle management for 2007 (as approved by Special Committee) and Special Committee for 2008-2012. Based on 7.0%-8.0% WACC and 10.0x-12.0x 2011E Forward Exit EBITDA Multiple ($ in millions) Selected Company Analysis Discounted Cash Flow Analysis Based on 10.5x-12.0x 2007E EBITDA 10.0x-11.5x 2008E EBITDA

Selected Company Analysis - Cardinal Case Per Eagle management for 2007 (as approved by Special Committee) and Special Committee for 2008. (2) Projected net debt balance at 12/31/07 per Eagle management (as approved by Special Committee). (3) Based on basic shares outstanding per Eagle management as of 5/31/07. (1) (3)

Discounted Cash Flow Analysis - Cardinal Case (1) Calculated based on estimated weighted average cost of capital of 8.0% for illustrative purposes. Source: Cardinal Case per Eagle management for 2007 (as approved by Special Committee) and Special Committee for 2008-2012.

Discounted Cash Flow Analysis - Cardinal Case (Cont'd.)

Appendix

Eagle LBO Analysis

Summary Eagle LBO Analysis Excluding Cardinal Source: Eagle Case per Eagle management for 2007 (as approved by Special Committee) and Special Committee for 2008-2012. Capitalization assumptions per Merrill Lynch debt commitment, dated July 20, 2007. Based on 18%-24% IRR and 9.0x Leverage

Summary Eagle LBO Analysis Including Cardinal Source: Eagle and Cardinal Cases per Eagle management for 2007 (as approved by Special Committee) and Special Committee for 2008-2012. Capitalization assumptions per Merrill Lynch debt commitment, dated July 20, 2007. Reference Range for Cardinal Based on 18%-24% IRR and 9.0x Leverage $1.00 - $1.95

LBO Analysis - Eagle Case Sources and Uses Pro Forma Capitalization Source: Eagle management (as approved by Special Committee). Capitalization assumptions per Merrill Lynch debt commitment, dated July 20, 2007. Net of $8.3 million cash proceeds from hedge unwind and $6.0 million cash proceeds of pending sale of Caribbean radio assets per Eagle management (as approved by Special Committee). Does not include stock-based compensation expense. Net of $8.3 million cash proceeds from hedge unwind and $6.0 million cash proceeds of pending sale of Caribbean radio assets per Eagle management (as approved by Special Committee). Based on per share consideration of $11.75.

LBO Analysis: Projected Cash Flow - Eagle Case Source: Per Eagle management for 2007 (as approved by Special Committee) and Special Committee for 2008-2011. Capitalization assumptions per Merrill Lynch debt commitment, dated July 20, 2007.

LBO Analysis - Eagle Case Assumes 9.0x leverage Does not include return associated with Cardinal investment (1) Based on fully diluted shares under the treasury stock method. Implied Eagle Equity Value Per Share (1)

Cardinal LBO Analysis

LBO Analysis - Cardinal Case Existing Capitalization Pro Forma Capitalization Source: Per Eagle management (as approved by Special Committee).

LBO Analysis: Projected Cash Flow - Cardinal Case Existing Capitalization Source: Per Eagle management for 2007 (as approved by Special Committee) and Special Committee for 2008-2011.

Implied Cardinal Equity Value LBO Analysis - Cardinal Case Existing Capitalization Assumes existing leverage of 9.9x Implied Cardinal Equity Value Per Eagle Share

Miscellaneous

Selected Public Companies

Selected Precedent Radio Acquisitions Deals > $300 million since 2001 ($ in millions) Source: Public filings and Wall Street research. (1) Radio only value. (2) Offer pulled. (3) Excludes $10.0 million in synergies. (4) Excludes $18.2 million in synergies. (5) Excluding Univision / Hispanic Broadcasting transaction as outlier.

Eagle Stockholder Ownership Profile Source: Eagle public filings. * Indicates less than one percent. Class A and B shares are entitled to one vote per share. Class C shares are entitled to 10 votes per share. Data provided by Eagle management indicates that currently only 644,871 Class C shares are outstanding. (3)

Eagle Shares and Options Outstanding May 2007 Source: Eagle management. Source: Eagle management.

Potential Cost Savings Eagle Going-Private Cost Savings Source: Eagle management.

WACC Calculation

CS does not provide any tax advice. Any tax statement herein regarding any US federal tax is not intended or written to be used, and cannot be used, by any taxpayer for the purpose of avoiding any penalties. Any such statement herein was written to support the marketing or promotion of the transaction(s) or matter(s) to which the statement relates. Each taxpayer should seek advice based on the taxpayer's particular circumstances from an independent tax advisor. These materials have been provided to you by Credit Suisse ("CS") in connection with an actual or potential mandate or engagement and may not be used or relied upon for any purpose other than as specifically contemplated by a written agreement with CS. In addition, these materials may not be disclosed, in whole or in part, or summarized or otherwise referred to except as agreed in writing by CS. The information used in preparing these materials was obtained from or through you or your representatives or from public sources. CS assumes no responsibility for independent verification of such information and has relied on such information being complete and accurate in all material respects. To the extent such information includes estimates and forecasts of future financial performance (including estimates of potential cost savings and synergies) prepared by or reviewed or discussed with the managements of your company and/or other potential transaction participants or obtained from public sources, we have assumed that such estimates and forecasts have been reasonably prepared on bases reflecting the best currently available estimates and judgments of such managements (or, with respect to estimates and forecasts obtained from public sources, represent reasonable estimates). These materials were designed for use by specific persons familiar with the business and the affairs of your company and CS assumes no obligation to update or otherwise revise these materials. Nothing contained herein should be construed as tax, accounting or legal advice. You (and each of your employees, representatives or other agents) may disclose to any and all persons, without limitation of any kind, the tax treatment and tax structure of the transactions contemplated by these materials and all materials of any kind (including opinions or other tax analyses) that are provided to you relating to such tax treatment and structure. For this purpose, the tax treatment of a transaction is the purported or claimed U.S. federal income tax treatment of the transaction and the tax structure of a transaction is any fact that may be relevant to understanding the purported or claimed U.S. federal income tax treatment of the transaction. CS has adopted policies and guidelines designed to preserve the independence of its research analysts. CS's policies prohibit employees from directly or indirectly offering a favorable research rating or specific price target, or offering to change a research rating or price target, as consideration for or an inducement to obtain business or other compensation. CS's policies prohibit research analysts from being compensated for their involvement in investment banking transactions. \\NNYC14P20004\Media\Cumulus Media\2007\June 2007\Special Committee Presentations\Materials for the Special Committee 07.23.2007.ppt /83

EX-99.(C)(3)

Project Eagle DRAFT CONFIDENTIAL July 22, 2007 Discussion Materials for the Special Committee PRELIMINARY | SUBJECT TO FURTHER REVIEW AND EVALUATION THESE MATERIALS MAY NOT BE USED OR RELIED UPON FOR ANY PURPOSE OTHER THAN AS SPECIFICALLY CONTEMPLATED BY A WRITTEN AGREEMENT WITH CREDIT SUISSE.

Table of Contents 1. Eagle Overview 2. Preliminary Eagle Financial Analysis 3. Preliminary Cardinal Financial Analysis Appendix Eagle Preliminary LBO Analysis Cardinal Preliminary LBO Analysis Miscellaneous

1. Eagle Overview

Overview of Proposal On July 20, 2007, the Special Committee of Eagle received a proposal from Lew Dickey, together with Merrill Lynch Private Equity, to acquire Eagle for $10.65 in cash per outstanding share of Eagle Common Stock On July 21, 2007, Lew Dickey and Merrill Lynch Private Equity raised their offer to acquire Eagle for $11.25 in cash per outstanding share of Eagle Common Stock

Eagle Capitalization

Eagle Historical Stock Price Performance January 1, 2006 - July 20, 2007 11/25/2006: CCU Announces Exploration of Strategic Options 8/8/06: Eagle reports second quarter 2006 results 11/4/06: Eagle reports third quarter 2006 results 3/1/07: Eagle reports fourth quarter 2006 results 10/25/06: Eagle competitor Clear Channel announces exploration of strategic options 5/9/07: Eagle reports first quarter 2007 results 4/5/07: Eagle announces John Dickey and Jon Pinch as Co-COO 11/29/06: Citigroup downgrades Eagle to a "sell rating" 8/15/06: During the month of August 2006, Eagle repurchases 550,000 shares of Class A common stock at an average price of $9.23 per share 5/10/06: Eagle announces intention to initiate Dutch auction tender offer to repurchase up to 11.5 million shares of its Class A common stock and repurchase 5 million of its class B common stock; each for prices between $11.00-$12.50 per share 6/23/06: Eagle repurchases 11.5 mm shares of Class A common stock at $11.50 per share (24.1% of total outstanding) for $123.3 mm. In addition, on 6/29/06, Eagle repurchases 5 million shares of Class B at $11.50 per share Source: Factset.

Eagle Historical Stock Trading Volume Trading Volume Range Last Three Years Last 12 Months Note: {38}2 million shares of Eagle common stock were traded in the last three years, representing 876.6% of the 43.6 million fully diluted shares of Eagle common stock outstanding as of 7/20/07. High close: $16.59; low close: $8.37; average closing price: $11.95. Source: FactSet Note: {83} million shares of Eagle common stock were traded in the last twelve months, representing 190.7% of the 43.6 million fully diluted shares of Eagle common stock outstanding as of 7/20/07. High close: $11.55; low close: $8.37; average closing price: $9.88. Source: FactSet

Selected Wall Street Analyst Target Prices Source: Wall Street research and Bloomberg.

Summary of Eagle and Cardinal Projections Eagle management forecast for Eagle for year 2007 (as revised in April 2007) supplemented with Special Committee estimates for the years 2008-2011 is referred to herein as the Eagle Case The Eagle Case includes management fee income from Cardinal, but excludes the earnings and cash flow associated with Eagle's 25% stake in Cardinal In addition the Eagle Case does not include non-cash stock option expense in the EBITDA calculation In 2006, non-cash compensation was $24 million (including a one-time $16 million expense relating to the amendment of the CEO's employment contract) Eagle management has forecasted annual non-cash compensation expense of $10 million for 2007 and onward Per Eagle management, the Eagle case is adjusted to reflect the pending sale of the Caribbean radio assets, resulting in a $0.5 million decrease in 2007E EBITDA Eagle management forecast for Cardinal for year 2007 supplemented with Special Committee estimates for the years 2008-2011 is referred to herein as the Cardinal Case Source: Eagle management and Special Committee. (1) Excludes non-cash compensation expense.

Eagle and Cardinal Cases vs. Wall Street Research Estimates Source: Eagle and Cardinal Cases per Eagle management and Special Committee. Wall Street research case represents the average of seven Wall Street research analyst estimates for 2007, six estimates for 2008 and one estimate for 2009-2011. (1) Excludes stock-based compensation expense. (1) (1)

Acquisition Matrix - Wall Street Research Estimates

Acquisition Matrix - Eagle Case

Summary Preliminary Eagle Financial Analysis - Excluding Cardinal Source: Eagle Case per Eagle management and Special Committee. (1) As of July 21, 2007. Based on reference range of 10.5x-12.0x 2007E EBITDA 10.0x-11.5x 2008E EBITDA Based on 7.0%-8.0% WACC and 10.0x-12.0x 2011E Forward Exit EBITDA Multiple Based on 11.5x-13.0x 2007E EBITDA Offer Price (1) $11.25

Summary Preliminary Eagle Financial Analysis - Including Cardinal Source: Eagle and Cardinal Cases per Eagle management and Special Committee. As of July 21, 2007. For illustrative purposes, Eagle EBITDA includes 25% of Cardinal net income per Eagle management and Special Committee. Offer Price (1) $11.25 Based on 7.0%-8.0% WACC and 10.0x-12.0x 2011E Forward Exit Multiple Reference Range for Cardinal $0.35 - $1.25 Eagle Cardinal Based on reference range of 10.5x-12.0x 2007E EBITDA 10.0x-11.5x 2008E EBITDA Based on 7.0%-8.0% WACC and 10.0x-12.0x 2011E Forward Exit Multiple (2) $1.15 - $2.45 Based on 11.5x-13.0x 2007E EBITDA Based on 11.5x-13.0x 2007E EBITDA Based on reference range of 10.5x-12.0x 2007E EBITDA 10.0x-11.5x 2008E EBITDA

Summary Preliminary Cardinal Financial Analysis - Equity Value of Cardinal Stake Source: Cardinal Cases per Eagle management and Special Committee. Based on 7.0%-8.0% WACC and 10.0x-12.0x 2011E Forward Exit EBITDA Multiple ($ in millions) Selected Company Analysis Discounted Cash Flow Analysis Based on reference range of 10.5x-12.0x 2007E EBITDA 10.0x-11.5x 2008E EBITDA

2. Preliminary Eagle Financial Analysis

Selected Company Analysis - Eagle Case Per Eagle management and Special Committee. Projected net debt balance at 12/31/07 including $8.3 million cash proceeds from hedge unwind and $6.0 million cash proceeds of pending sale of Caribbean radio assets per Eagle management. Based on basic shares outstanding per Eagle management as of 5/31/07. (1)

Selected Precedent Transactions Analysis - Eagle Case Per Eagle management. Projected net debt balance at 12/31/07 including $8.3 million cash proceeds from hedge unwind and $6.0 million cash proceeds of pending sale of Caribbean radio assets per Eagle management. Value reflects Section 382 NOL limitation. Based on basic shares outstanding per Eagle management as of 5/31/07. (1)

Discounted Cash Flow Analysis - Eagle Case

Discounted Cash Flow Analysis - Eagle Case (Cont'd.)

3. Preliminary Cardinal Financial Analysis

Summary Preliminary Cardinal Financial Analysis Selected Company Analysis Based on 7.0%-8.0% WACC and 10.0x-12.0x 2011E Forward Exit EBITDA Multiple Based on reference range of 10.5x-12.0x 2007E EBITDA 10.0x-11.5x 2008E EBITDA Discounted Cash Flow Analysis Source: Cardinal Case per Eagle management.

Selected Company Analysis - Cardinal Case (1) Per Eagle management and Special Committee. (2) Projected net debt balance at 12/31/07 per Eagle management. (3) Based on basic shares outstanding per Eagle management as of 5/31/07. (1)

Discounted Cash Flow Analysis - Cardinal Case Source: Cardinal Case per Eagle management and Special Committee. (1) Calculated based on mid-point of estimated weighted average cost of capital of 8.0% for illustrative purposes.

Discounted Cash Flow Analysis - Cardinal Case (Cont'd.)

Appendix

Eagle Preliminary LBO Analysis

Summary Preliminary Eagle LBO Analysis Source: Eagle Case per Eagle management and Special Committee. (1) Assumptions per Merrill Lynch debt commitment. Based on 18%-24% IRR and 9.0x Leverage LBO Analysis Based on 18%-24% IRR and 9.0x Leverage (1)

Summary Preliminary Eagle LBO Analysis Including Cardinal Source: Eagle Case per Eagle management and Special Committee. (1) Assumptions per Merrill Lynch debt commitment. Based on 18%-24% IRR and 9.0x Leverage LBO Analysis Reference Range for Cardinal Based on 18%-24% IRR and 9.0x Leverage $1.00 - $1.95 $1.00 - $1.95 (1)

LBO Analysis - Eagle Case (Illustrative Capitalization A) Sources and Uses Pro Forma Capitalization

LBO Analysis: Projected Cash Flow - Eagle Case (Illustrative Capitalization A) Source: Eagle Case per Eagle management and Special Committee.

LBO Analysis - Eagle Case (Illustrative Capitalization A) Assumes 9.0x leverage Does not include return associated with Cardinal investment (1) Based on fully diluted shares under the treasury stock method. Implied Eagle Equity Value Per Share (1)

LBO Analysis - Eagle Case (Illustrative Capitalization B) Sources and Uses Pro Forma Capitalization Illustrative Capitalization B assumptions per Merrill Lynch debt commitment.

LBO Analysis: Projected Cash Flow - Eagle Case (Illustrative Capitalization B) Source: Eagle Case per Eagle management and Special Committee. Illustrative Capitalization B assumptions per Merrill Lynch debt commitment.

LBO Analysis - Eagle Case (Illustrative Capitalization B) Assumes 9.0x leverage Does not include return associated with Cardinal investment (1) Based on fully diluted shares under the treasury stock method. Implied Eagle Equity Value Per Share (1)

Cardinal Preliminary LBO Analysis

LBO Analysis - Cardinal Case Existing Capitalization Pro Forma Capitalization

LBO Analysis: Projected Cash Flow - Cardinal Case Existing Capitalization Source: Cardinal Case per Eagle management and Special Committee.

Implied Cardinal Equity Value LBO Analysis - Cardinal Case Existing Capitalization Assumes existing leverage of 9.9x Implied Cardinal Equity Value Per Eagle Share

Miscellaneous

Selected Public Companies

Selected Precedent Radio Acquisitions Deals > $300 million since 2001 ($ in millions) Source: Public filings and Wall Street research. (1) Radio only value. (2) Offer pulled. (3) Excludes $10.0 million in synergies. (4) Excludes $18.2 million in synergies. (5) Excluding Univision / Hispanic Broadcasting Transaction.

Eagle Stockholder Ownership Profile Source: Eagle public filings. * Indicates less than one percent. Class A and B shares are entitled to one vote per share. Class C shares are entitled to 10 votes per share. Data provided by Eagle management indicates that currently only 644,871 Class C shares are outstanding. (3)

Eagle Shares and Options Outstanding May 2007 Source: Eagle management Source: Eagle management.

Potential Cost Savings Eagle Going-Private Cost Savings Source: Eagle management.

2007 Departmental Expense Summary Source: Eagle management.

WACC Calculation

CS does not provide any tax advice. Any tax statement herein regarding any US federal tax is not intended or written to be used, and cannot be used, by any taxpayer for the purpose of avoiding any penalties. Any such statement herein was written to support the marketing or promotion of the transaction(s) or matter(s) to which the statement relates. Each taxpayer should seek advice based on the taxpayer's particular circumstances from an independent tax advisor. These materials have been provided to you by Credit Suisse ("CS") in connection with an actual or potential mandate or engagement and may not be used or relied upon for any purpose other than as specifically contemplated by a written agreement with CS. In addition, these materials may not be disclosed, in whole or in part, or summarized or otherwise referred to except as agreed in writing by CS. The information used in preparing these materials was obtained from or through you or your representatives or from public sources. CS assumes no responsibility for independent verification of such information and has relied on such information being complete and accurate in all material respects. To the extent such information includes estimates and forecasts of future financial performance (including estimates of potential cost savings and synergies) prepared by or reviewed or discussed with the managements of your company and/or other potential transaction participants or obtained from public sources, we have assumed that such estimates and forecasts have been reasonably prepared on bases reflecting the best currently available estimates and judgments of such managements (or, with respect to estimates and forecasts obtained from public sources, represent reasonable estimates). These materials were designed for use by specific persons familiar with the business and the affairs of your company and CS assumes no obligation to update or otherwise revise these materials. Nothing contained herein should be construed as tax, accounting or legal advice. You (and each of your employees, representatives or other agents) may disclose to any and all persons, without limitation of any kind, the tax treatment and tax structure of the transactions contemplated by these materials and all materials of any kind (including opinions or other tax analyses) that are provided to you relating to such tax treatment and structure. For this purpose, the tax treatment of a transaction is the purported or claimed U.S. federal income tax treatment of the transaction and the tax structure of a transaction is any fact that may be relevant to understanding the purported or claimed U.S. federal income tax treatment of the transaction. CS has adopted policies and guidelines designed to preserve the independence of its research analysts. CS's policies prohibit employees from directly or indirectly offering a favorable research rating or specific price target, or offering to change a research rating or price target, as consideration for or an inducement to obtain business or other compensation. CS's policies prohibit research analysts from being compensated for their involvement in investment banking transactions. \\NNYC14P20004\Media\Cumulus Media\2007\June 2007\Special Committee Presentations\Discussion Materials for Special Committee (Case 5) 07.22.2007.ppt /95

EX-99.(C)(4)

Project Eagle DRAFT CONFIDENTIAL July 21, 2007 Discussion Materials for the Special Committee PRELIMINARY | SUBJECT TO FURTHER REVIEW AND EVALUATION THESE MATERIALS MAY NOT BE USED OR RELIED UPON FOR ANY PURPOSE OTHER THAN AS SPECIFICALLY CONTEMPLATED BY A WRITTEN AGREEMENT WITH CREDIT SUISSE.

Table of Contents 1. Eagle Overview 2. Preliminary Financial Analysis of Eagle 3. Cardinal Overview 4. Preliminary Financial Analysis of Cardinal Appendix Eagle Preliminary LBO Analysis Cardinal Preliminary LBO Analysis Miscellaneous

1. Eagle Overview

Overview of Proposal On July 20, 2007, the Special Committee of Eagle received a proposal from Lew Dickey, together with Merrill Lynch Private Equity, to acquire Eagle for $10.65 in cash per outstanding share of Eagle Common Stock

Eagle Capitalization

Eagle Historical Stock Price Performance January 1, 2006 - July 20, 2007 11/25/2006: CCU Announces Exploration of Strategic Options 8/8/06: Eagle reports second quarter 2006 results 11/4/06: Eagle reports third quarter 2006 results 3/1/07: Eagle reports fourth quarter 2006 results 10/25/06: Eagle competitor Clear Channel announces exploration of strategic options 5/9/07: Eagle reports first quarter 2007 results 4/5/07: Eagle announces John Dickey and Jon Pinch as Co-COO 11/29/06: Citigroup downgrades Eagle to a "sell rating" 8/15/06: During the month of August 2006, Eagle repurchases 550,000 shares of Class A common stock at an average price of $9.23 per share 5/10/06: Eagle announces intention to initiate Dutch auction tender offer to repurchase up to 11.5 million shares of its Class A common stock and repurchase 5 million of its class B common stock; each for prices between $11.00-$12.50 per share 6/23/06: Eagle repurchases 11.5 mm shares of Class A common stock at $11.50 per share (24.1% of total outstanding) for $123.3 mm. In addition, on 6/29/06, Eagle repurchases 5 million shares of Class B at $11.50 per share Source: Factset.

Eagle Historical Stock Trading Volume Trading Volume Range Last Three Years Last 12 Months Note: {38}2 million shares of Eagle common stock were traded in the last three years, representing 876.6% of the 43.6 million fully diluted shares of Eagle common stock outstanding as of 7/20/07. High close: $16.59; low close: $8.37; average closing price: $11.95. Source: FactSet Note: {83} million shares of Eagle common stock were traded in the last twelve months, representing 190.7% of the 43.6 million fully diluted shares of Eagle common stock outstanding as of 7/20/07. High close: $11.55; low close: $8.37; average closing price: $9.88. Source: FactSet

Selected Wall Street Analyst Target Prices Source: Wall Street research and Bloomberg.

Summary of Eagle Management Projections Eagle management has prepared four sets of Eagle forecasts, referred to as Eagle Case 1, Eagle Case 2, Eagle Case 3 and Eagle Case 4 These forecasts include management fee income from Cardinal, but exclude the earnings and cash flow associated with Eagle's 25% stake in Cardinal Eagle Case 1, Eagle Case 2 and Eagle Case 3 were completed in March 2007 Eagle Case 4 was initially prepared by Eagle management in 2006 and revised in April 2007 Eagle Case 4 has been presented to the Ratings agencies and lenders in connection with the Company's term loan amendment completed in June 2007 Eagle management's revised 2007E adjusted EBITDA(1) is $100.6 million ($90.6 million including non-cash compensation expenses). The revised 2007E adjusted EBITDA case supplemented with Special Committee estimates for the years 2008-2011 is referred to herein as Eagle Case 5 The revision of 2007E adjusted EBITDA is not reflected in any of the other four cases, which estimate a higher 2007E adjusted EBITDA None of the cases include non-cash stock option expense in the EBITDA calculation In 2006, non-cash compensation was $24 million (including a one-time $16 million expense relating to the amendment of the CEO's employment contract) Eagle management has forecasted annual non-cash compensation expense of $10 million for 2007 and onward Per Eagle management, all cases are adjusted to reflect the pending sale of the Caribbean radio assets, resulting in a $0.5 million decrease in 2007E EBITDA Source: Eagle management, except as otherwise indicated. (1) Excludes non-cash compensation expense.

Eagle Management Projections vs. Wall Street Research Source: Eagle Case 1, Eagle Case 2, Eagle Case 3, Eagle Case 4 forecasts per Eagle management. Eagle Case 5 per Eagle management and Special Committee. Wall Street research case represents the average of seven Wall Street research analyst estimates for 2007, six estimates for 2008 and one estimate for 2009-2011. Note: EBITDA adjusted to exclude stock-based compensation expense.

Acquisition Matrix - Wall Street Estimates

Acquisition Matrix - Eagle Case 5

Summary Preliminary Eagle Financial Analysis - Excluding Cardinal Preliminary Financial Analysis Source: FactSet; Eagle Cases 1-4 per Eagle management. Eagle Case 5 per Eagle management and Special Committee. (1) As of July 20, 2007. Based on reference range of 10.5x-12.0x 2007E EBITDA 10.0x-11.5x 2008E EBITDA Based on 7.0%-8.0% WACC and 10.0x-12.0x 2011E Forward Exit EBITDA Multiple Based on 11.5x-13.0x 2007E EBITDA Offer Price (1) $10.65

Summary Preliminary Eagle Financial Analysis - Including Cardinal Source: FactSet; Eagle and Cardinal cases per Eagle management, except as otherwise noted. As of July 20, 2007. For illustrative purposes, Eagle EBITDA includes 25% of Cardinal net income per Eagle management and Special Committee. Eagle Case 5 per Eagle management and Special Committee and Cardinal Case 4 per Eagle management. Offer Price (1) $10.65 Based on 7.0%-8.0% WACC and 10.0x-12.0x 2011E Forward Exit Multiple Preliminary Financial Analysis Reference Range for Cardinal $0.90 - $2.00 $0.60 - $1.55 $0.25 - $1.15 $2.20 - $4.50 $1.35 - $2.75 $0.60 - $1.85 $0.35 - $1.25 Eagle Cardinal Based on 10.5x-12.0x 2007E EBITDA Based on 7.0%-8.0% WACC and 10.0x-12.0x 2011E Forward Exit Multiple (2) $1.15 - $2.45 Based on 11.5x-13.0x 2007E EBITDA Based on 11.5x-13.0x 2007E EBITDA (3) Based on reference range of 10.5x-12.0x 2007E EBITDA 10.0x-11.5x 2008E EBITDA

Summary Preliminary Cardinal Financial Analysis - Equity Value of Cardinal Stake Based on 10.5x-12.0x 2007E PF EBITDA Preliminary Financial Analysis Source: Cardinal cases per Eagle management. Based on 7.0%-8.0% WACC and 10.0x-12.0x 2011E Forward Exit EBITDA Multiple ($ in millions)

2. Preliminary Eagle Financial Analysis

Selected Company Analysis - Eagle Case 1 Case 1 per Eagle management. Actual net debt balance at 12/31/07 including $8.3 million cash proceeds from hedge unwind and $6.0 million cash proceeds of pending sale of Caribbean radio assets per Eagle management. Based on basic shares outstanding per Eagle management as of 5/31/07.

Selected Company Analysis - Eagle Case 2 Case 2 per Eagle management. Actual net debt balance at 12/31/07 including $8.3 million cash proceeds from hedge unwind and $6.0 million cash proceeds of pending sale of Caribbean radio assets per Eagle management. Based on basic shares outstanding per Eagle management as of 5/31/07.

Selected Company Analysis - Eagle Case 3 Case 3 per Eagle management. Actual net debt balance at 12/31/07 including $8.3 million cash proceeds from hedge unwind and $6.0 million cash proceeds of pending sale of Caribbean radio assets per Eagle management. Based on basic shares outstanding per Eagle management as of 5/31/07.

Selected Company Analysis - Eagle Case 4 Case 4 per Eagle management. Actual net debt balance at 12/31/07 including $8.3 million cash proceeds from hedge unwind and $6.0 million cash proceeds of pending sale of Caribbean radio assets per Eagle management. Based on basic shares outstanding per Eagle management as of 5/31/07.

Selected Company Analysis - Eagle Case 5 Case 5 per Eagle management and Special Committee. Actual net debt balance at 12/31/07 including $8.3 million cash proceeds from hedge unwind and $6.0 million cash proceeds of pending sale of Caribbean radio assets per Eagle management. Based on basic shares outstanding per Eagle management as of 5/31/07.

Selected Precedent Transactions Analysis - Eagle Case 1 Case 1 per Eagle management. Actual net debt balance at 12/31/07 including $8.3 million cash proceeds from hedge unwind and $6.0 million cash proceeds of pending sale of Caribbean radio assets per Eagle management. Value reflects Section 382 NOL limitation. Based on basic shares outstanding per Eagle management as of 5/31/07.

Selected Precedent Transactions Analysis - Eagle Case 2 Case 2 per Eagle management. Actual net debt balance at 12/31/07 including $8.3 million cash proceeds from hedge unwind and $6.0 million cash proceeds of pending sale of Caribbean radio assets per Eagle management. Value reflects Section 382 NOL limitation. Based on basic shares outstanding per Eagle management as of 5/31/07.

Selected Precedent Transactions Analysis - Eagle Case 3 Case 3 per Eagle management. Actual net debt balance at 12/31/07 including $8.3 million cash proceeds from hedge unwind and $6.0 million cash proceeds of pending sale of Caribbean radio assets per Eagle management. Value reflects Section 382 NOL limitation. Based on basic shares outstanding per Eagle management as of 5/31/07.

Selected Precedent Transactions Analysis - Eagle Case 4 Case 4 per Eagle management. Actual net debt balance at 12/31/07 including $8.3 million cash proceeds from hedge unwind and $6.0 million cash proceeds of pending sale of Caribbean radio assets per Eagle management. Value reflects Section 382 NOL limitation. Based on basic shares outstanding per Eagle management as of 5/31/07.

Selected Precedent Transactions Analysis - Eagle Case 5 Case 5 per Eagle management and Special Committee. Actual net debt balance at 12/31/07 including $8.3 million cash proceeds from hedge unwind and $6.0 million cash proceeds of pending sale of Caribbean radio assets per Eagle management. Value reflects Section 382 NOL limitation. Based on basic shares outstanding per Eagle management as of 5/31/07.

Discounted Cash Flow Analysis - Eagle Case 1

Discounted Cash Flow Analysis - Eagle Case 1 (Cont'd.)

Discounted Cash Flow Analysis - Eagle Case 2

Discounted Cash Flow Analysis - Eagle Case 2 (Cont'd.)

Discounted Cash Flow Analysis - Eagle Case 3

Discounted Cash Flow Analysis - Eagle Case 3 (Cont'd.)

Discounted Cash Flow Analysis - Eagle Case 4

Discounted Cash Flow Analysis - Eagle Case 4 (Cont'd.)

Discounted Cash Flow Analysis - Eagle Case 5

Discounted Cash Flow Analysis - Eagle Case 5 (Cont'd.)

3. Preliminary Cardinal Financial Analysis

Eagle Management Projections for Cardinal Source: Eagle management.

Summary Preliminary Cardinal Financial Analysis Source: Cardinal cases per Eagle management. Preliminary Financial Analysis Based on 7.0%-8.0% WACC and 10.0x-12.0x 2011E Forward Exit EBITDA Multiple Based on reference range of 10.5x-12.0x 2007E EBITDA 10.0x-11.5x 2008E EBITDA

Selected Company Analysis - Cardinal Case 1 (1) Case 1 per Eagle management. (2) Actual net debt balance at 12/31/07 per Eagle management. (3) Based on basic shares outstanding per Eagle management as of 5/31/07.

Selected Company Analysis - Cardinal Case 2 (1) Case 2 per Eagle management. (2) Actual net debt balance at 12/31/07 per Eagle management. (3) Based on basic shares outstanding per Eagle management as of 5/31/07.

Selected Company Analysis - Cardinal Case 3 (1) Case 3 per Eagle management. (2) Actual net debt balance at 12/31/07 per Eagle management. (3) Based on basic shares outstanding per Eagle management as of 5/31/07.

Selected Company Analysis - Cardinal Case 4 (1) Case 4 per Eagle management. (2) Actual net debt balance at 12/31/07 per Eagle management. (3) Based on basic shares outstanding per Eagle management as of 5/31/07.

Discounted Cash Flow Analysis - Cardinal Case 1 Source: Cardinal Case 1 per Eagle management. (1) Calculated based on mid-point of estimated weighted average cost of capital of 8.0% for illustrative purposes. (1)

Discounted Cash Flow Analysis - Cardinal Case 1 (Cont'd.)

Discounted Cash Flow Analysis - Cardinal Case 2 Source: Cardinal Case 2 per Eagle management. (1) Calculated based on mid-point of estimated weighted average cost of capital of 8.0% for illustrative purposes. (1)

Discounted Cash Flow Analysis - Cardinal Case 2 (Cont'd.)

Discounted Cash Flow Analysis - Cardinal Case 3 Source: Cardinal Case 3 per Eagle management. Calculated based on mid-point of estimated weighted average cost of capital of 8.0% for illustrative purposes. (1)

Discounted Cash Flow Analysis - Cardinal Case 3 (Cont'd.)

Discounted Cash Flow Analysis - Cardinal Case 4 Source: Cardinal Case 4 per Eagle management. (1) Calculated based on mid-point of estimated weighted average cost of capital of 8.0% for illustrative purposes.

Discounted Cash Flow Analysis - Cardinal Case 4 (Cont'd.)

Appendix

Eagle Preliminary LBO Analysis

Summary Preliminary Eagle LBO Analysis Source: FactSet; Eagle Cases 1-4 per Eagle management. Eagle Case 5 per Eagle management and Special Committee. (1) As of July 20, 2007 Based on 18%-24% IRR and 9.0x Leverage LBO Analysis $10.30 $8.65 $6.95 $9.30 $8.05 $14.40 $12.25 $10.05 $13.30 $11.75

LBO Analysis - Eagle Case 1 Sources and Uses Pro Forma Capitalization

LBO Analysis: Projected Cash Flow - Eagle Case 1 Source: Case 1 per Eagle management.

LBO Analysis - Eagle Case 1 Assumes 9.0x leverage Does not include return associated with Cardinal investment (1) Based on fully diluted shares under the treasury stock method. Implied Eagle Equity Value Per Share (1)

LBO Analysis - Eagle Case 2 Sources and Uses Pro Forma Capitalization

LBO Analysis: Projected Cash Flow - Eagle Case 2 Source: Case 2 per Eagle management.

LBO Analysis - Eagle Case 2 Assumes 9.0x leverage Does not include return associated with Cardinal investment (1) Based on fully diluted shares under the treasury stock method. Implied Eagle Equity Value Per Share (1)

LBO Analysis - Eagle Case 3 Sources and Uses Pro Forma Capitalization

LBO Analysis: Projected Cash Flow - Eagle Case 3 Source: Case 3 per Eagle management.

LBO Analysis - Eagle Case 3 Assumes 9.0x leverage Does not include return associated with Cardinal investment (1) Based on fully diluted shares under the treasury stock method. Implied Eagle Equity Value Per Share (1)

LBO Analysis - Eagle Case 4 Sources and Uses Pro Forma Capitalization

LBO Analysis: Projected Cash Flow - Eagle Case 4 Source: Case 4 per Eagle management.

LBO Analysis - Eagle Case 4 Assuming 9.0x leverage Does not include return associated with Cardinal investment (1) Based on fully diluted shares under the treasury stock method. Implied Eagle Equity Value Per Share (1)

LBO Analysis - Eagle Case 5 Sources and Uses Pro Forma Capitalization

LBO Analysis: Projected Cash Flow - Eagle Case 5 Source: Case 5 per Eagle management and Special Committee.

LBO Analysis - Eagle Case 5 Assumes 9.0x leverage Does not include return associated with Cardinal investment (1) Based on fully diluted shares under the treasury stock method. Implied Eagle Equity Value Per Share (1)

Cardinal Preliminary LBO Analysis

Based on 18%-24% IRR and 9.0x Leverage Summary Preliminary Cardinal LBO Analysis Source: Cardinal cases per Eagle management. LBO Analysis $2.55 $1.30 $1.75 $0.70 $0.15 $1.05 $1.45 $0.45

LBO Analysis - Cardinal Case 1 Sources and Uses Pro Forma Capitalization

LBO Analysis: Projected Cash Flow - Cardinal Case 1 Source: Case 1 per Eagle management.

LBO Analysis - Cardinal Case 1 Purchase price multiple of 11.0x 2007E Adj. EBITDA of $108.3 million, per Eagle management Assumes 9.0x leverage Implied Cardinal Equity Value Per Eagle Share Implied Cardinal Equity Value

LBO Analysis - Cardinal Case 2 Sources and Uses Pro Forma Capitalization

LBO Analysis: Projected Cash Flow - Cardinal Case 2 Source: Case 2 per Eagle management.

LBO Analysis - Cardinal Case 2 Purchase price multiple of 11.0x 2007E Adj. EBITDA of $102.9 million, per Eagle management Assumes 9.0x leverage Implied Cardinal Equity Value Per Eagle Share Implied Cardinal Equity Value

LBO Analysis - Cardinal Case 3 Sources and Uses Pro Forma Capitalization

LBO Analysis: Projected Cash Flow - Cardinal Case 3 Source: Case 3 per Eagle management.

LBO Analysis - Cardinal Case 3 Purchase price multiple of 11.0x 2007E Adj. EBITDA of $98.5 million, per Eagle management Assumes 9.0x leverage Implied Cardinal Equity Value Per Eagle Share Implied Cardinal Equity Value

LBO Analysis - Cardinal Case 4 Sources and Uses Pro Forma Capitalization

LBO Analysis: Projected Cash Flow - Cardinal Case 4 Source: Case 4 per Eagle management.

LBO Analysis - Cardinal Case 4 Purchase price multiple of 11.0x 2007E Adj. EBITDA of $99.2 million, per Eagle management Assumes 9.0x leverage Implied Cardinal Equity Value Per Eagle Share Implied Cardinal Equity Value

Miscellaneous

Selected Public Companies

Selected Precedent Radio Acquisitions Deals > $300 million since 2001 ($ in millions) Source: Public filings and Wall Street research. (1) Radio only value. (2) Offer pulled. (3) Excludes $10.0 million in synergies. (4) Excludes $18.2 million in synergies. (5) Excluding Univision / Hispanic Broadcasting Transaction.

Eagle Stockholder Ownership Profile Source: Eagle public filings. * Indicates less than one percent. Class A and B shares are entitled to one vote per share. Class C shares are entitled to 10 votes per share. Data provided by Eagle management indicates that currently only 644,871 Class C shares are outstanding. (3)

Eagle Shares and Options Outstanding May 2007 Source: Eagle management Source: Eagle management.

Potential Cost Savings Eagle Going-Private Cost Savings Source: Eagle management.

2007 Departmental Expense Summary Source: Eagle management.

WACC Calculation

CS does not provide any tax advice. Any tax statement herein regarding any US federal tax is not intended or written to be used, and cannot be used, by any taxpayer for the purpose of avoiding any penalties. Any such statement herein was written to support the marketing or promotion of the transaction(s) or matter(s) to which the statement relates. Each taxpayer should seek advice based on the taxpayer's particular circumstances from an independent tax advisor. These materials have been provided to you by Credit Suisse ("CS") in connection with an actual or potential mandate or engagement and may not be used or relied upon for any purpose other than as specifically contemplated by a written agreement with CS. In addition, these materials may not be disclosed, in whole or in part, or summarized or otherwise referred to except as agreed in writing by CS. The information used in preparing these materials was obtained from or through you or your representatives or from public sources. CS assumes no responsibility for independent verification of such information and has relied on such information being complete and accurate in all material respects. To the extent such information includes estimates and forecasts of future financial performance (including estimates of potential cost savings and synergies) prepared by or reviewed or discussed with the managements of your company and/or other potential transaction participants or obtained from public sources, we have assumed that such estimates and forecasts have been reasonably prepared on bases reflecting the best currently available estimates and judgments of such managements (or, with respect to estimates and forecasts obtained from public sources, represent reasonable estimates). These materials were designed for use by specific persons familiar with the business and the affairs of your company and CS assumes no obligation to update or otherwise revise these materials. Nothing contained herein should be construed as tax, accounting or legal advice. You (and each of your employees, representatives or other agents) may disclose to any and all persons, without limitation of any kind, the tax treatment and tax structure of the transactions contemplated by these materials and all materials of any kind (including opinions or other tax analyses) that are provided to you relating to such tax treatment and structure. For this purpose, the tax treatment of a transaction is the purported or claimed U.S. federal income tax treatment of the transaction and the tax structure of a transaction is any fact that may be relevant to understanding the purported or claimed U.S. federal income tax treatment of the transaction. CS has adopted policies and guidelines designed to preserve the independence of its research analysts. CS's policies prohibit employees from directly or indirectly offering a favorable research rating or specific price target, or offering to change a research rating or price target, as consideration for or an inducement to obtain business or other compensation. CS's policies prohibit research analysts from being compensated for their involvement in investment banking transactions. \\NNYC14P20004\Media\Cumulus Media\2007\June 2007\Public Board Presentations\Discussion Materials for the Special Committee 07.21.2007.ppt /183