Attachment Exhibit 1

This document pretains to SES-T/C-20110425-00507 for Transfer of Control on a Satellite Earth Station filing.

IBFS_SESTC2011042500507_880681

                                                                         Radio License Holding I, LLC
                                                                        Satellite Earth Station E861076
                                                                                         FCC Form 312
                                                                                               Exhibit 1



       DESCRIPTION OF TRANSACTION AND PUBLIC INTEREST STATEMENT


           Satellite earth station E861076 is licensed to Radio License Holding I, LLC ("RLH I")
and is currently used in connection with radio broadcast stations in Detroit, Michigan to facilitate
broadcasts to the public. This Form 312 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"), Cumulus Media Inc. ("CMI"), Cadet Holding Corporation ("Holdeo"), a
wholly—owned subsidiary of CMI, and Cadet Merger Corporation ("Merger Sub"), a wholly—owned
subsidiary of Holdco.

           Under the Merger Agreement, the transfer of control of the Citadel subsidiaries
(including RLH 1) 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. Subject to the terms of the Merger Agreement, 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.

           Accordingly, by this application, Citadel, the ultimate parent of RLH I, requests FCC
consent to transfer control of the license for satellite earth station E861076 from Citadel to CMLI.

            Approval of this transfer of control application will allow RLH I to operate satellite earth
station E861076 to facilitate its broadcasts to the public upon consummation of the Merger
Agreement. It is therefore respectfully submitted that the grant of this application will serve the
public interest, convenience and necessity.


                        Attachment A

                      Citadel/Cumulus Merger
                      Before Consummation




CITADEL SHAREHOLDERS                CUMULUS SHAREHOLDERS


        1   100%                               l   100%



CITADEL BROADCASTING                   CUMULUS MEDIA INC.
    CORPORATION



            100%                                   100%



      CITADEL
  DIRECT & INDIRECT                CUMULUS BROADCASTING LLC
    SUBSIDIARIES


            100%                                   100%



       CITADEL                       CUMULUS LICENSING LLC
 LICENSE SUBSIDIARIES


                          Citadel/Cumulus Merger
                            After Consummation


     PRE—EXISTING CUMULUS                        CITADEL SHAREKHOLDERS &
        SHAREHOLDERS                                 NEW INVESTORS


          Less Than                                             More Than
            50%                                                   50%




                             CUMULUS MEDIA INC.

 ‘                                    l       100%                          1   100%
100%                                                                    .


    CUMULUS                   _ CUMULUS MEDIA                 CADET HOLDING
BROADCASTING LLC                PARTNERS, LLC             _ _ CORPORATION

100%                  |                   |   100%                              100%



       CUMULUS                 DIRECT & INDIRECT                 BRO‘XS@R‘;‘;Wo
     LICENSING LLC               SUBSIDIARIES                     dorporator

                                              100%          '                   100%

                                 CUMULUS MEDIA                      CITADEL
                                 PARTNERS, LLC                  DIRECT & INDIRECT
                              LICENSE SUBSIDIARIES                SUBSIDIARIES —

                                                                                100%



                                                                     CITADEL
                                                          LICENSE SUBSIDIARIES



Document Created: 2019-05-10 00:57:03
Document Modified: 2019-05-10 00:57:03

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