Attachment Exhibit 1

This document pretains to SES-T/C-20110421-00492 for Transfer of Control on a Satellite Earth Station filing.

IBFS_SESTC2011042100492_884401

Earth Station E060165 FCC Form 312 Exhibit 1 April 2011 DESCRIPTION OF PROPOSED TRANSACTION Satellite earth station E060165 is licensed to Cumulus Licensing LLC, a wholly- owned subsidiary of Cumulus Media Inc. (“CMI”). E060165 is located in Nashville, Tennessee, and currently is used in connection with radio broadcast stations in Nashville and Atlanta, Georgia to facilitate broadcasts to the public. This Form 312 application is being filed with respect to an Agreement and Plan of Merger (the “Merger Agreement”), dated March 9, 2011, by and among Citadel Broadcasting Corporation (“Citadel”), CMI, Cadet Holding Corporation (“Holdco”), a wholly-owned subsidiary of CMI, and Cadet Merger Corporation (“Merger Sub”), a wholly-owned subsidiary of Holdco. Under the Merger Agreement, the merger will be effectuated by the merger of Merger Sub with and into Citadel. Once this occurs, the separate existence of Merger Sub will cease and Citadel will continue as the surviving corporation. Citadel will thus become a wholly-owned subsidiary of Holdco, which, in turn, will continue to be a wholly-owned subsidiary of CMI. Annexed hereto as Attachment A is a chart which depicts the changes in control of Citadel and its subsidiaries (as well as Cumulus). Subject to the terms of the Merger Agreement, each holder of Citadel Class A Common Stock or Citadel Class B Common Stock will have the right to receive (1) $37.00 in cash, (2) 8.525 shares of CMI Class A Common Stock (which has voting rights), or (3) a combination of cash and CMI Class A Common Stock. Holders of Citadel warrants may elect prior to closing to have their warrants become exercisable for either cash, CMI Class A Common Stock, or a combination of cash and CMI Class A Common Stock and, if no election is made, all Citadel warrants will be converted as of the closing into the right to receive cash, CMI Class A Common Stock, or a combination of cash and CMI Class A Common Stock in accordance with the provisions applicable to holders of Citadel Class A Common stock and Citadel Class B Common Stock. The right of Citadel stockholders and warrantholders to receive cash and/or CMI Class A Common Stock is subject to certain caps in the Merger Agreement on the amount of CMI Class A Common Stock and cash that can be distributed. Those caps preclude any definitive determination prior to closing on the precise distribution of cash and CMI Class A Common Stock to Citadel stockholders. Annexed hereto as Attachment B are pro forma depictions which reflect the range of CMI Class A Common Stock that can be given to Citadel stockholders and warrantholders.1 1 Based on the post-consummation ownership report Citadel filed July 6, 2010, there are no Citadel stockholders who hold more than 4.99% of Citadel’s Class A Common Stock. The respective ownership percentages of CMI Class A Common Stock will be less, and, thus, there is no expectation that any holder of Citadel voting stock will hold more than 4.99% of CMI’s Class A Voting Stock. Under the Merger Agreement, holders of Citadel’s non-voting Class B Common Stock (as well as holders of warrants for Citadel’s non-voting Class B Common Stock) can elect to acquire CMI’s Class A Common Stock. There is no way to determine now whether the holders of Class B Common Stock or holders of warrants for Class B Common Stock will elect to acquire shares of CMI Class A Common Stock that would exceed DSMDB-2922798v1

Earth Station E060165 FCC Form 312 Exhibit 1 April 2011 In addition to the holders of Citadel Common Stock and Citadel warrants, shares of CMI Class A Common Stock will be distributed to new investors: (1) shares will be distributed to Crestview Radio Investors, LLC (“Crestview”) based upon its investment of between $225 million and $250 million; and (2) another investor, MIHI LLC, will be entitled to syndicate to third parties (the “Macquarie Investors”) up to $125 million of CMI Class A Common Stock. The range of CMI Class A Common Stock that can be distributed to the new investors is reflected in Attachment B.2 The precise number of CMI Class A Common Stock to be distributed to Crestview and the Macquarie Investors will not be known until sometime shortly before consummation. However, as reflected in Attachment B, the issuance of CMI Class A Common Stock to new investors, coupled with the shares of CMI Class A Common Stock to holders of Citadel Common Stock and Citadel warrants, will – regardless of the precise numbers – result in a transfer of control of CMI because, after consummation of the Merger Agreement, the existing shareholders of CMI Class A Common Stock will hold less than 50% of the CMI Class A Common Stock. Instead, the majority of CMI Class A Common Stock will be held by new parties (the former holders of Citadel Common Stock and Citadel warrants, Crestview and the Macquarie Investors). 4.99% in any one instance. However, the Merger Agreement entitles CMI to limit or withhold the distribution of Class A Common Stock if it would place CMI or any stockholder in violation of any Commission rule or policy. 2 Attachment B also reflects the CMI Class A Common Stock that will be distributed prior to closing to Blackstone FC Communications Partners, L.P. and its affiliates in conjunction with the consummation of the transfer of control of CMP. 2 DSMDB-2922798v1

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Citadel/Cumulus Merger After Consummation PRE—EXISTING CUMULUS CITADEL SHAREHOLDERS & SHAREHKHOLDERS NEW INVESTORS Less Than More Than 50% 50% CUMULUS MEDIA INC. 1 100% ' 100% 100% . CcUMULUS CUMULUS MEDIA CADET HOLDING BROADCASTING LLC PARTNERS, LLC _ CORPORATION 100% | 100% 100% cUuMULUs DIRECT & INDIRECT BRO‘X;@E’\E'%INc LICENSING LLC SUBSIDIARIES CoREORATION 100% | 100% CUMULUS MEDIA CITADEL PARTNERS, LLC DIRECT & INDIRECT LICENSE SUBSIDIARIES SUBSIDIARIES 100% CITADEL LICENSE SUBSIDIARIES DSMDB—2907381v1

_— Attachment B

Pro Forma Ownership: Max Equity — $23.00 / $14.00 For Illustrative purposes only. Actual distribution of shares and warrants will depend on individual shareholder cash/stock elections and elections regarding form of economic stake. Class A! Class B‘ Class C Class D# Warrants Total % % of Shares % of Shares % of Shares % of Shares % of Shares Aggregate Economic Voting Shareholder Shares Outstanding Shares Outstanding Shares Outstanding Shares Outstanding Shares Outstanding Shares Interest Interest Cumulus: Total CMI Undiluted Shares 36,069,632 12.7% 5,809,191 100.0% 644,871 100.0% — — — —— 42,523,694 14.0% 14.7% Dilutive Shares (Options and Warrants)® 1,047,667 0,4% — — — —— — —— — —— 1,047,667 0.3% 0,4% FD CMI Shares Outstanding 37,117,299 13.1% 5,809,191 100.0% 644,871 100,0% — —— — —— 43,571,361 14.3% 15.0% CMP: CMP (Blackstone Only)® 3,315,238 1.2% — — — — — —— — — 3,315,238 1.11% 111% CMP (excluding Blackstone}" 892,470 0.3% — — — — 6,630,476 100.0% 7,375,498 100.0% 14,898,444 4.9% 0.3% Citadel 161,680,016 57.0% — — — —— —— — — —— 161,680,016 53.2% 55.7% Crestview 51,843,318 18.3% — —~ — — —— — — — 51,843,318 17.0% 17.9% Macquarie® 28,801,843 10.2% — —— — —— —— — — —— 28,801,843 9.5% 9.9% PF Total Shares Outstanding 283,650,185 100,0% 5,809,191 100.0% 644,871 100.0% 6,630,476 100.0% 7,375,498 100.0% 304,110,221 100.0% 100.0% Source: Company Management Notes: Entitled to one vote per share m w o in s w — Not entitled to vote; convertible at any time at the option of the holder into Class A Common Stock or Class C Common Stock on a share—for—share basis Entitled to ten votes per share New class of non—voting shares issued as part of CMP acquisition Dilutive shares calculation uses the treasury method based on closing price on 3/17/11 of $4,07 Distribution of CMI Class A Common Stock in exchange for voting membership interest in CMP Distribution of CMI Class A Common Stock in exchange for warrants to acquire shares of CMP Susquehanna Radio Holdings Corp., an operating subsidiary of CMP Assumes $125mm of investment is syndicated to third parties in both Max Cash and Max Equity cases and $125mm of investment in Max Cash scenario is in preferreds and is not relected in thetotal shares, the Class A Common Stock syndicated to third party may be less than the number reflected in the chart; in no event will any third party in the synideation pool receive stock that would exceed 4,99% of the Class A Common Stock of CMI

Pro Forma Ownership: Max Cash — $30.00 / $7.00 For !Mlustrative purposes only. Actual distribution of shares and warrants will depend on individual shareholder cash/stock elections and elections regarding form of economic stake. Class A‘ Class B" Class C Class D# Warrants Total % % of Shares % of Shares % of Shares % of Shares % of Shares Aggregate Economic Voting Shareholder Shares Outstanding ___Shares Outstanding ___Shares Outstanding Shares Outstanding Shares Outstanding Shares Interest Interest Cumulus: Total CMI Undiluted Shares 36,069,632 17.3% 5,809,191 100.0% 644,871 100.0% — — — — 42,523,694 18.6% 19.8% Dilutive Shares (Options and Warrants)" 1,047,667 0.5% —— —— — —— — — — —— 1,047,667 0.5% 0.5% FD CMI Shares Outstanding 37,117,299 17.8% 5,809,191 100.0% 644,871 100.0% — ~— — —— 43,571,361 19.0% 20.3% CMP: CMP (Blackstone Only)® 3,315,238 1.6% — —— — —— ~— ~ — —— 3,315,238 14% 1.5% CMP (excluding Blackstone} © $92,470 0.4% — —— — —— 6,630,476 100.0% 7,375,498 100.0% 14,898,444 6.5% 0.4% Citadel 80,835,158 38.8% — —— — —— — —— — —— 80,835,158 35.3% 37.6% Crestview 57,603,687 27.6% — — — —— — ~— — — 57,603,687 25.2% 26.8% Macquarie® 28,801,843 13.8% — — — —— — —— — —— 28,801,843 12.6% 13.4% PF Total Shares Outstanding 208,565,696 100.0% 5,809,191 190.0% 644,871 100.0% 6,630,476 100.0% 7,375,498 100.0% 229,025,731 100.0% 100.0% Source: Company Management Notes: Entitled to one vote per share w s uie woy — Not entitled to vote; convertible at any time at the option of the holder into Class A Common Stock or Class C Cammon Stack on a share—for—share basis Entitled to ten votes per share New class of nan—voting shares issued as part of CMP acquisition Dilutive shares calculation uses the treasury method based on closing price on 3717711 of $4.07 Distribution of CMI Class A Common Stock in exchange for voting membership interest in CMP Distribution of CMI Class A Common Stock in exchange for warrants to acquire shares of CMP Susquehanna Radio Holdings Corp., an operating subsidiary of CMP Assumes $125mm of investment is syndicated to third parties in both Max Cash and Max Equity cases and $125mm of investment in Max Cash scenario is in preferreds and is not relected in thetotal shares; the Class A Common Stack syndicated to third party may be less than the number reflected in the chart; in no eventwill any third party in the synidcation poolreceive stock that would exceed 4.99% of the Class A Common Stock of CMI


Document Created: 2011-04-19 21:16:57
Document Modified: 2011-04-19 21:16:57
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