Exhibit 1 (revised).

SUPPLEMENT submitted by Cumulus Licensing LLC

Exhibit 1 (July amendment)

2011-07-20

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

IBFS_SESTC2011042100492_906953

Earth Station E060165 FCC Form 312 Exhibit 1 July 2011 (Revised) DESCRIPTION OF PROPOSED TRANSACTION Satellite earth station E060165 is licensed to Cumulus Licensing LLC, an indirect 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, Cumulus Media Holdings Inc. (FKA 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 DSMDB-2922798v3

Earth Station E060165 FCC Form 312 Exhibit 1 July 2011 (Revised) In addition to the holders of Citadel Common Stock and Citadel warrants, shares of CMI Class A Common Stock will be distributed to the following new investors: (1) Crestview Radio Investors, LLC (“Crestview”) based upon its investment of between $225 million and $250 million; (2) MIHI LLC will acquire warrants for CMI Class B Common Stock or Preferred Stock (neither of which has voting rights) in exchange for $80 million and be entitled to syndicate to third parties (the “Macquarie Investors”) up to $45 million of CMI Class A Common Stock, and (3) UBS Securities LLC will be entitled to syndicate to third parties (the “UBS Investors”) up to $125 million of CMI Class A Common Stock.2 In no event will any Macquarie Investor or UBS Investor be allowed to receive more than 4.99% of CMI Class A Common Stock.3 The precise amount of CMI Class A Common Stock to be distributed to Crestview, the Macquarie Investors, and the UBS Investors will not be known until sometime shortly before consummation of the proposed merger. The range of the CMI Class A Common Stock that can be distributed to the new investors is reflected in Attachment B hereto.4 As demonstrated in Attachment B, there will be a transfer of control of CMI regardless of the number of shares of CMI Class A Common Stock ultimately issued to the new investors because, after consummation of the Merger Agreement, the current holders of CMI Class A Common Stock and Class C Common Stock will control less than 50% of the CMI voting stock. The former holders of Citadel Common Stock and Citadel warrants, Crestview, the Macquarie Investors, and the UBS Investors collectively will hold a sufficient number of Class A Common Stock to control more than 50% of the voting securities of CMI (even after accounting for CMI Class C Common Stock). Information regarding the post-consummation ownership structure of CMI is set forth in Exhibit 16 to an FCC Form 315 application filed March 30, 2011 (File Nos. BTC- 20110330ALU, et seq.), requesting Commission consent to transfer control of Cumulus Licensing LLC from the current shareholders of CMI to the new shareholders of CMI. (footnote cont.) Class B Common Stock will elect to acquire shares of CMI Class A Common Stock that would exceed 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 Macquarie cannot acquire CMI Class A or Class B Common Stock in its own name; it can only acquire warrants for non-voting Class B Common Stock or non-voting Preferred Stock. UBS Securities LLC can only acquire warrants for Class B Common Stock in its own name. 3 Parties who are non-U.S. residents will only be entitled to acquire warrants for CMI Class A or Class B Common Stock. 4 Attachment B also reflects the CMI Class A Common Stock that will be distributed prior to closing to Blackstone FC Communications Partners, L.P., Blackstone Communications, FCC L.L.C., Blackstone FC Capital Partners IV L.P., Blackstone FC Capital Partners IV-A L.P., Blackstone Family FCC L.L.C., and Blackstone Participation FCC L.L.C. in conjunction with the consummation of the transfer of control of Cumulus Media Partners, LLC. 2 DSMDB-2922798v3

Attachment A Citadel/Cumulus Merger Before Consummation CITADEL SHAREHOLDERS CUMULUS SHAREHOLDERS 100% 100% CITADEL BROADCASTING CUMULUS MEDIA INC. CORPORATION 100% 100% CITADEL DIRECT & INDIRECT CUMULUS BROADCASTING LLC SUBSIDIARIES 100% 100% CITADEL CUMULUS LICENSING LLC LICENSE SUBSIDIARIES DSMDB-2925348v1

Citadel/Cumulus Merger After Consummation PRE-EXISTING CUMULUS CITADEL SHAREHOLDERS & SHAREHOLDERS NEW INVESTORS Less Than More Than 50% 50% CUMULUS MEDIA INC. 100% 100% 100% CUMULUS CUMULUS MEDIA CUMULUS MEDIA BROADCASTING LLC PARTNERS, LLC HOLDINGS INC. 100% 100% 100% CITADEL CUMULUS DIRECT & INDIRECT BROADCASTING LICENSING LLC SUBSIDIARIES CORPORATION 100% 100% CUMULUS MEDIA CITADEL PARTNERS, LLC DIRECT & INDIRECT LICENSE SUBSIDIARIES SUBSIDIARIES 100% CITADEL LICENSE SUBSIDIARIES DSMDB-2925348v1

_— Attachment B

Pro Forma Ownership: Max Cash - $30.00 / $7.00 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 A¹ Class B² Class C³ Class D⁴ 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 CMI: Dickey Family 14,611,774 6.8% -- -- 644,871 100.0% -- -- -- -- 15,256,645 6.4% 9.4% Bank of America⁵ 1,671,043 0.8% 5,809,191 100.0% -- -- -- -- -- -- 7,480,234 3.1% 0.7% All Others 18,026,854 8.3% -- -- -- -- -- -- -- -- 18,026,854 7.6% 8.1% Total CMI Undiluted Shares 34,309,671 15.9% 5,809,191 100.0% 644,871 100.0% -- -- -- -- 40,763,733 17.1% 18.3% Dilutive Shares (Options and Warrants)⁶ 863,076 0.4% -- -- -- -- -- -- -- -- 863,076 0.4% 0.4% FD CMI Shares Outstanding 35,172,747 16.3% 5,809,191 100.0% 644,871 100.0% -- -- -- -- 41,626,809 17.5% 18.7% CMP: Blackstone⁷ 3,315,238 1.5% -- -- -- -- -- -- -- -- 3,315,238 1.4% 1.5% Bain Capital⁸ -- -- -- -- -- -- 3,315,238 50.0% -- -- 3,315,238 1.4% -- Thomas H Lee Partners⁸ -- -- -- -- -- -- 3,315,238 50.0% -- -- 3,315,238 1.4% -- Dickey Family⁹ -- -- -- -- -- -- -- -- 892,470 10.8% 892,470 0.4% -- Warrant Holders -- -- -- -- -- -- -- -- 7,375,498 89.2% 7,375,498 3.1% -- Total CMP Shares 3,315,238 1.5% -- -- -- -- 6,630,476 100.0% 8,267,968 100.0% 18,213,682 7.7% 1.5% CDL: Class A 8,078,521 3.7% -- -- -- -- -- -- -- -- 8,078,521 3.4% 3.6% Class B 32,565,732 15.0% -- -- -- -- -- -- -- -- 32,565,732 13.7% 14.6% Special Warrants 42,058,342 19.4% -- -- -- -- -- -- -- -- 42,058,342 17.7% 18.9% Equity Held in Reserve 832,257 0.4% -- -- -- -- -- -- -- -- 832,257 0.4% 0.4% Restricted Shares 2,374,552 1.1% -- -- -- -- -- -- -- -- 2,374,552 1.0% 1.1% Options 5,630,996 2.6% -- -- -- -- -- -- -- -- 5,630,996 2.4% 2.5% Total CDL Shares 91,540,400 42.3% -- -- -- -- -- -- -- -- 91,540,400 38.5% 41.1% Crestview 57,603,687 26.6% -- -- -- -- -- -- -- -- 57,603,687 24.2% 25.8% Macquarie/Syndicatees¹⁰ -- -- -- -- -- -- -- -- -- -- -- -- -- UBS/Syndicatees¹¹ 28,801,843 13.3% -- -- -- -- -- -- -- -- 28,801,843 12.1% 12.9% PF Total Shares Outstanding 216,433,915 100.0% 5,809,191 100.0% 644,871 100.0% 6,630,476 100.0% 8,267,968 100.0% 237,786,421 100.0% 100.0% Source: Company Management Notes: 1 Entitled to one vote per share 2 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 3 Entitled to ten votes per share 4 New class of non-voting shares issued as part of CMP acquisition 5 Shares are held by both BA Capital Company, LP and Banc of America Capital Investors SBIC, L.P. 6 Dilutive shares calculation uses the treasury method based on closing price on 6/20/11 of $3.40 7 Distribution of CMI Class A Common Stock in exchange for voting membership interest in CMP 8 Class D shares will be converted to Class B shares upon consummation of the merger 9 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 10 Assumes $125mm of investment in Max Cash scenario is in preferreds and is not reflected in the total shares; figures assume all syndication will be made to U.S. citizens; the Class A Common Stock syndicated to third party (U.S. citizens) may be less than the number reflected in the chart; in no event will any third party (U.S. citizens) in the syndication pool receive stock that would exceed 4.99% of the Class A Common Stock of CMI; non-U.S. citizens will only receive warrants for Class B non-voting stock 11 UBS will syndicate all of its portion to U.S. citizens or non-U.S. citizens (who will only receive warrants for Class B non-voting stock); figures assume all syndication will be made to U.S. citizens; in no event will any third party in the syndication pool receive stock that would exceed 4.99% of the Class A Common Stock of CMI

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 A¹ Class B² Class C³ Class D⁴ 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 CMI: Dickey Family 14,611,774 4.9% -- -- 644,871 100.0% -- -- -- -- 15,256,645 4.8% 7.0% Bank of America⁵ 1,671,043 0.6% 5,809,191 100.0% -- -- -- -- -- -- 7,480,234 2.4% 0.6% All Others 18,026,854 6.1% -- -- -- -- -- -- -- -- 18,026,854 5.7% 6.0% Total CMI Undiluted Shares 34,309,671 11.6% 5,809,191 100.0% 644,871 100.0% -- -- -- -- 40,763,733 12.9% 13.5% Dilutive Shares (Options and Warrants)⁶ 863,076 0.3% -- -- -- -- -- -- -- -- 863,076 0.3% 0.3% FD CMI Shares Outstanding 35,172,747 11.9% 5,809,191 100.0% 644,871 100.0% -- -- -- -- 41,626,809 13.1% 13.8% CMP: Blackstone⁷ 3,315,238 1.1% -- -- -- -- -- -- -- -- 3,315,238 1.0% 1.1% Bain Capital⁸ -- -- -- -- -- -- 3,315,238 50.0% -- -- 3,315,238 1.0% -- Thomas H Lee Partners⁸ -- -- -- -- -- -- 3,315,238 50.0% -- -- 3,315,238 1.0% -- Dickey Family⁹ -- -- -- -- -- -- -- -- 892,470 10.8% 892,470 0.3% -- Warrant Holders -- -- -- -- -- -- -- -- 7,375,498 89.2% 7,375,498 2.3% -- Total CMP Shares 3,315,238 1.1% -- -- -- -- 6,630,476 100.0% 8,267,968 100.0% 18,213,682 5.8% 1.1% CDL: Class A 14,625,897 5.0% -- -- -- -- -- -- -- -- 14,625,897 4.6% 4.8% Class B 58,959,189 20.0% -- -- -- -- -- -- -- -- 58,959,189 18.6% 19.5% Special Warrants 76,145,249 25.8% -- -- -- -- -- -- -- -- 76,145,249 24.1% 25.2% Equity Held in Reserve 1,506,774 0.5% -- -- -- -- -- -- -- -- 1,506,774 0.5% 0.5% Restricted Shares 4,299,048 1.5% -- -- -- -- -- -- -- -- 4,299,048 1.4% 1.4% Options 10,194,734 3.5% -- -- -- -- -- -- -- -- 10,194,734 3.2% 3.4% Total CDL Shares 165,730,892 56.1% -- -- -- -- -- -- -- -- 165,730,892 52.3% 54.9% Crestview 51,843,318 17.6% -- -- -- -- -- -- -- -- 51,843,318 16.4% 17.2% Macquarie/Syndicatees¹⁰ 10,368,664 3.5% -- -- -- -- -- -- -- -- 10,368,664 3.3% 3.4% UBS/Syndicatees¹¹ 28,801,843 9.8% -- -- -- -- -- -- -- -- 28,801,843 9.1% 9.5% PF Total Shares Outstanding 295,232,701 100.0% 5,809,191 100.0% 644,871 100.0% 6,630,476 100.0% 8,267,968 100.0% 316,585,207 100.0% 100.0% Source: Company Management Notes: 1 Entitled to one vote per share 2 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 3 Entitled to ten votes per share 4 New class of non-voting shares issued as part of CMP acquisition 5 Shares are held by both BA Capital Company, LP and Banc of America Capital Investors SBIC, L.P. 6 Dilutive shares calculation uses the treasury method based on closing price on 6/20/11 of $3.40 7 Distribution of CMI Class A Common Stock in exchange for voting membership interest in CMP 8 Class D shares will be converted to Class B shares upon consummation of the merger 9 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 10 Assumes $125mm of investment in Max Cash scenario is in preferreds and is not reflected in the total shares; figures assume all syndication will be made to U.S. citizens; the Class A Common Stock syndicated to third party (U.S. citizens) may be less than the number reflected in the chart; in no event will any third party (U.S. citizens) in the syndication pool receive stock that would exceed 4.99% of the Class A Common Stock of CMI; non-U.S. citizens will only receive warrants for Class B non-voting stock 11 UBS will syndicate all of its portion to U.S. citizens or non-U.S. citizens (who will only receive warrants for Class B non-voting stock); figures assume all syndication will be made to U.S. citizens; in no event will any third party in the syndication pool receive stock that would exceed 4.99% of the Class A Common Stock of CMI


Document Created: 2011-07-20 18:16:35
Document Modified: 2011-07-20 18:16:35
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