Edgar Filing: CUMULUS MEDIA INC

SCHEDULE 14A
(RULE 14a-101)

INFORMATION REQUIRED IN PROXY STATEMENT

SCHEDULE 14A INFORMATION

PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES

EXCHANGE ACT OF 1934 (AMENDMENT NO. 1)

Filed by the Registrant [X]

Filed by a Party other than the Registrant [ ]

Check the appropriate box:

[ ] Preliminary Proxy Statement
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12
[ ] Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

CUMULUS MEDIA INC.
--------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)

N/A
--------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

[ ] No fee required.

[X] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.

(1) Title of each class of securities to which transaction applies:

Class A Common Stock, Class B Common Stock and Warrants to purchase
shares of Class A Common Stock or Class B Common Stock.
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(2) Aggregate number of securities to which transaction applies:

6,820,034 shares of Class A Common Stock, 8,981,148 shares of Class B
Common Stock and Warrants to purchase 1,083,333 shares of Common Stock.
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(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which the
filing fee is calculated and state how it was determined):

The underlying transaction value on which the filing fee is calculated
is comprised of the following: (i) $114,000,000 in cash, (ii) 6,820,034
shares of Class A Common Stock having a value of $97,662,887, based
upon the average trading price on January 22, 2002, (iii) 8,981,148
shares of Class B Common Stock having a value of $128,610,039, based
upon the average trading price of the Class A Common Stock on January
22, 2002, and (iv) warrants to purchase an aggregate of 1,083,333
shares of common stock, which, based upon an exercise price of $12.00
per share and the average trading price of the Class A Common Stock on
January 22, 2002, would have a net value of $2,513,333.
--------------------------------------------------------------------------------

(4) Proposed maximum aggregate value of transaction:

$342,786,259
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(5) Total fee paid:

$31,536
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[X] Fee paid previously with preliminary materials.

[ ] Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.

(1) Amount Previously Paid:

------------------------------------------------------------------------

(2) Form, Schedule or Registration Statement No.:

------------------------------------------------------------------------

(3) Filing Party:

------------------------------------------------------------------------

(4) Date Filed:

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Cumulus Logo

CUMULUS MEDIA INC.

3535 PIEDMONT ROAD
BUILDING 14, FOURTEENTH FLOOR
ATLANTA, GEORGIA 30305

Dear Shareholder:

You are cordially invited to attend a special meeting of shareholders of
Cumulus Media Inc., which will be held on Thursday, March 28, 2002, at 10:00
a.m., local time, at 3535 Piedmont Road, Building 14, Level C, Atlanta, Georgia
30305. A notice of the special meeting, form of proxy and a proxy statement are
enclosed.

At the special meeting, you will be asked to consider and vote upon
proposals to approve the following matters:

1. the acquisition of Aurora Communications, LLC, which involves the
issuance of shares of our Class A Common Stock, shares of our non-voting
Class B Common Stock and warrants to purchase shares of Class A Common
Stock and Class B Common Stock, and the payment of cash, in exchange for
all of the outstanding membership interests in Aurora Communications; and

2. the acquisition of the broadcasting operations of DBBC, L.L.C.,
which involves the issuance of shares of our Class A Common Stock and a
warrant to purchase shares of our Class A Common Stock, and the assumption
of specified liabilities of DBBC and the payment of certain expenses, in
exchange for substantially all of the assets of DBBC.

Pursuant to the rules of The Nasdaq Stock Market, approval of the proposed
acquisitions requires the affirmative vote of a majority of the votes cast at
the meeting by holders of our Class A Common Stock and Class C Common Stock,
voting together as a single class. Only shareholders who own shares of our Class
A Common Stock or our Class C Common Stock at the close of business on February
25, 2002 will be entitled to vote at the special meeting.

Your board of directors has unanimously approved the proposals and
recommends that you vote for each proposal, which are described in more detail
in the accompanying proxy statement.

Our acquisition of Aurora Communications and our acquisition of the
broadcasting operations of DBBC are independent of each other. Therefore, the
inability to obtain shareholder approval of one acquisition will not affect our
ability to consummate the other acquisition.

The accompanying proxy statement provides detailed information about
Cumulus Media, Aurora Communications and DBBC, and the interests of various
parties involved in the transactions, as well as about the transactions and the
items to be voted upon by you. Please give all of this information your careful
attention. Your vote is very important regardless of the number of shares you
own. To vote your shares, you may use the enclosed proxy card or attend the
special meeting in person.

Very truly yours,

/s/ Lewis W. Dickey, Jr.
Lewis W. Dickey, Jr.
Chairman, President and
Chief Executive Officer

February 27, 2002

Cumulus Logo

CUMULUS MEDIA INC.
3535 PIEDMONT ROAD
BUILDING 14, FOURTEENTH FLOOR
ATLANTA, GEORGIA 30305

NOTICE OF SPECIAL MEETING OF SHAREHOLDERS

TO BE HELD ON MARCH 28, 2002

To the Shareholders of Cumulus Media Inc.:

NOTICE IS HEREBY GIVEN that a special meeting of shareholders of Cumulus
Media Inc. will be held on Thursday, March 28, 2002 at 10:00 a.m., local time,
at 3535 Piedmont Road, Building 14, Level C, Atlanta, Georgia 30305 for the
following purposes:

1. to approve the acquisition of Aurora Communications, LLC, which
involves the issuance of (i) shares of our Class A Common Stock, (ii)
shares of our Class B Common Stock, which may be converted into shares of
Class A Common Stock on a one-for-one basis, and (iii) warrants exercisable
for a period of one year from the date of issuance to purchase shares of
our Class A Common Stock or shares of our Class B Common Stock, and the
payment of cash, in exchange for all of the outstanding membership
interests in Aurora Communications;

2. to approve the acquisition of the broadcasting operations of DBBC,
L.L.C., which involves the issuance of shares of our Class A Common Stock
and a warrant exercisable for a period of six months from the date of
issuance to purchase shares of our Class A Common Stock, and the assumption
of specified liabilities of DBBC and the payment of certain expenses, in
exchange for substantially all of the assets of DBBC; and

3. to transact such other business as may properly come before the
special meeting or any adjournments or postponements of that meeting,

The items to be voted upon are more fully described in the proxy statement
accompanying this notice, which we urge you to read carefully.

Holders of record of issued and outstanding shares of Class A Common Stock
and Class C Common Stock of Cumulus Media at the close of business on February
25, 2002 are entitled to notice of, and to vote at, the special meeting or any
adjournment or postponement thereof. A list of those shareholders will be open
for examination by any shareholder at the special meeting.

By order of the Board of Directors

/s/ Lewis W. Dickey, Jr.
Lewis W. Dickey, Jr.
Chairman, President and
Chief Executive Officer

February 27, 2002

YOUR VOTE IS VERY IMPORTANT TO US. A PROXY CARD IS CONTAINED IN THE
ENVELOPE IN WHICH THIS PROXY STATEMENT WAS MAILED. WHETHER OR NOT YOU PLAN TO
ATTEND THE SPECIAL MEETING, YOU ARE ENCOURAGED TO VOTE ON THE MATTERS TO BE
CONSIDERED AT THE SPECIAL MEETING, AND COMPLETE, SIGN AND DATE THE PROXY AND
RETURN IT PROMPTLY IN THE ENCLOSED POSTAGE-PAID ENVELOPE.

CUMULUS MEDIA INC.
3535 PIEDMONT ROAD
BUILDING 14, FOURTEENTH FLOOR
ATLANTA, GEORGIA 30305
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PROXY STATEMENT
-------------------------

SPECIAL MEETING OF SHAREHOLDERS

TO BE HELD ON MARCH 28, 2002

This proxy statement is being furnished to the holders of Class A Common
Stock and of Class C Common Stock of Cumulus Media Inc. in connection with the
solicitation by our Board of Directors of proxies to be used at a special
meeting of shareholders to be held on Thursday, March 28, 2002, at 10:00 a.m.,
local time, at 3535 Piedmont Road, Building 14, Level C, Atlanta, Georgia 30305,
and at any adjournments or postponements of that meeting. The date of this proxy
statement is February 27, 2002, and this proxy statement, the notice of special
meeting of shareholders and the enclosed proxy card are first being mailed to
our shareholders on or about February 28, 2002.

The special meeting has been called to consider and vote upon proposals to
approve the following two transactions:

1. the acquisition of all of the membership interests of Aurora
Communications, LLC, which owns and operates 18 radio stations in
Connecticut and New York, referred to as the Aurora acquisition, and

2. the acquisition of the broadcasting operations of DBBC, L.L.C.,
which consist of three radio stations in the Nashville, Tennessee market,
referred to as the DBBC acquisition.

The Aurora acquisition involves the issuance to the owners of Aurora
Communications of (a) 10,551,182 shares of our common stock, consisting of
approximately 1,570,034 shares of our Class A Common Stock, and approximately
8,981,148 shares of our non-voting Class B Common Stock, which may be converted
into shares of Class A Common Stock on a one-for-one basis, and (b) warrants to
purchase up to an aggregate of 833,333 shares of our common stock, consisting of
warrants for approximately 124,000 shares of Class A Common Stock and
approximately 709,333 shares of Class A Common Stock or Class B Common Stock,
and the payment of $93 million in cash, most of which will be used to retire
existing indebtedness of Aurora Communications and the balance of which will be
paid to some of the owners of Aurora Communications.

The DBBC acquisition involves the issuance to DBBC of (a) 5,250,000 shares
of our Class A Common Stock and (b) a warrant to purchase up to 250,000 shares
of Class A Common Stock, and the assumption of specified liabilities of DBBC and
the payment of certain expenses, up to an aggregate of $21 million.

The number of shares of Class A Common Stock, or securities convertible
into Class A Common Stock, that we will issue in connection with the Aurora
acquisition and the DBBC acquisition will, in each case, exceed 5% of our
currently outstanding Class A Common Stock. In addition, one of our principal
shareholders and one of our directors are affiliated with a principal equity
owner of Aurora Communications, and two of our directors, including our
Chairman, President and Chief Executive Officer, and one other executive
officer, have a financial interest in DBBC. As a result, under the rules of The
Nasdaq Stock Market, the acquisitions must be approved by the affirmative vote
of a majority of the votes cast at the special meeting.

Our Board believes that the Aurora acquisition and the DBBC acquisition are
fair to, and in the best interests of, all of our shareholders, and recommends
that the shareholders approve all of the proposals being submitted at the
special meeting.

TABLE OF CONTENTS

Questions and Answers About the Proposals................... 1
Summary..................................................... 3
The Parties............................................ 3
The Special Meeting.................................... 3
The Aurora Acquisition................................. 4
The DBBC Acquisition................................... 10
Financing of the Acquisitions.......................... 14
Selected Historical Financial Data of Cumulus Media......... 15
Unaudited Selected Pro Forma Condensed Combined Financial
Data...................................................... 17
Comparative Per Share Data.................................. 19
Information Regarding the Special Meeting................... 20
Date, Time and Place of the Special Meeting............ 20
Purpose of the Special Meeting......................... 20
Record Date; Quorum; Outstanding Common Stock Entitled
to Vote............................................... 20
Voting Rights; Vote Required........................... 20
Voting and Revocation of Proxies....................... 21
Solicitation of Proxies................................ 21
Other Matters.......................................... 21
The Aurora Acquisition...................................... 22
Background............................................. 22
Recommendation of the Board of Directors............... 25
Reasons for the Aurora Acquisition..................... 25
Opinion of Greenbridge Partners LLC.................... 26
Interests of a Director and Principal Shareholder of
Cumulus Media in the Aurora Acquisition............... 34
Accounting Treatment of the Aurora Acquisition......... 35
Governmental and Regulatory Approvals.................. 35
Absence of Appraisal Rights............................ 36
The Aurora Acquisition Agreement............................ 36
Structure of the Aurora Acquisition.................... 36
The Mergers............................................ 38
The Purchase and Sale of Remaining Membership
Interests............................................. 38
Consent by the FCC..................................... 38
Conditions to the Completion of the Aurora
Acquisition........................................... 38
Representations and Warranties......................... 40
Certain Covenants...................................... 42
Termination............................................ 47
Indemnification........................................ 48
Terms of the Class B Common Stock........................... 50
Other Aurora Acquisition Matters............................ 52
The Pre-Closing Escrow Agreement and the Effect of
Termination........................................... 52
The Closing Escrow Agreement........................... 53
The Registration Rights Agreement...................... 53
The Shareholder Agreement; Restrictions on the Shares
of Class B Common Stock............................... 54

The Voting Agreement................................... 55
Prior Notice of Share Transfers by BACI................ 55
Non-Competition Agreements............................. 55
The Warrants to Purchase Common Stock.................. 56
Information Regarding Aurora Communications................. 56
Business of Aurora Communications...................... 56
Selected Historical Consolidated Financial Data of
Aurora Communications................................. 58
Management's Discussion and Analysis of Financial
Condition and Results of Operations of Aurora
Communications........................................ 59
The DBBC Acquisition........................................ 63
Background............................................. 63
Recommendations of the Special Committee and the Board
of Directors.......................................... 65
Reasons for the DBBC Acquisition....................... 65
Opinion of Houlihan Lokey Howard & Zukin Financial
Advisors, Inc......................................... 66
Interests of Executive Officers and Directors of
Cumulus Media in the DBBC Acquisition................. 71
Accounting Treatment of the DBBC Acquisition........... 72
Governmental and Regulatory Approvals.................. 72
Absence of Appraisal Rights............................ 72
The DBBC Acquisition Agreement.............................. 73
Structure of the DBBC Acquisition...................... 73
Consent by the FCC..................................... 74
Conditions to the Completion of the DBBC Acquisition... 74
Representations and Warranties......................... 75
Action Prior to the Effective Time..................... 76
Termination............................................ 77
Indemnification........................................ 78
Other DBBC Acquisition Matters.............................. 79
The Escrow Agreement................................... 79
The Registration Rights Agreement...................... 79
The Warrant to Purchase Common Stock................... 80
Exercise of Option to Purchase Certain Real Property... 80
The Voting Agreement................................... 80
Information Regarding DBBC.................................. 81
Business of DBBC....................................... 81
Selected Historical Financial Data of DBBC............. 81
Management's Discussion and Analysis of Financial
Condition and Results of Operations of DBBC........... 83
Financing of the Acquisitions............................... 88
Security Ownership of Cumulus Media's Common Stock.......... 93
Shareholders' Proposals..................................... 96
Where You Can Find More Information......................... 96
Index To Unaudited Pro Forma Combined Financial
Statements................................................ P-1
Index to Financial Statements............................... F-1

Appendix A -- Aurora Acquisition Agreement, as amended...... A-1
Appendix B-1 -- Fairness Opinion of Greenbridge Partners
LLC....................................................... B-1-1
Appendix B-2 -- Confirmation Letter from Greenbridge
Partners LLC.............................................. B-2-1
Appendix C -- DBBC Agreement and Plan of Merger............. C-1
Appendix D -- Fairness Opinion of Houlihan Lokey Howard &
Zukin Financial Advisors, Inc............................. D-1

iii

QUESTIONS AND ANSWERS ABOUT THE PROPOSALS

Q: WHAT IS HAPPENING IN THE PROPOSED TRANSACTIONS?

A: In one transaction, we will acquire all of the ownership interests in Aurora
Communications, LLC. Aurora Communications owns and operates 18 radio
stations in Connecticut and New York. We refer to this transaction as the
Aurora acquisition.

In the other transaction, we will acquire substantially all of the assets
(and assume specified liabilities and pay certain expenses) of DBBC, L.L.C.
DBBC owns three radio stations in the Nashville, Tennessee market. We refer
to this transaction as the DBBC acquisition.

Q: WHO IS ENTITLED TO VOTE AT THE SPECIAL MEETING?

A: Only shareholders of record of our Class A Common Stock and of our Class C
Common Stock at the close of business on the record date, February 25, 2002,
are entitled to receive notice of the special meeting and to vote the shares
of common stock that they held on that date at the special meeting, or any
postponements or adjournments of the special meeting. In this proxy
statement we refer to shareholders entitled to vote at the special meeting
as the shareholders or you.

Q: WHAT AM I BEING ASKED TO VOTE ON?

A: You are being asked to vote on the following proposals:

(1) approval of the Aurora acquisition, which includes approving the
issuance of shares of our common stock and warrants to purchase shares
of our common stock, and the payment of cash, in exchange for all of
the ownership interests in Aurora Communications; and

(2) approval of the DBBC acquisition, which includes approving the issuance
of shares of our common stock and a warrant to purchase shares of our
common stock, and the assumption of specified liabilities of DBBC and
the payment of certain expenses, in exchange for substantially all of
the assets of DBBC.

Q: WHEN AND WHERE IS THE SPECIAL MEETING BEING HELD?

A: The special meeting will be held on Thursday, March 28, 2002 at 10:00 a.m.,
local time, at 3535 Piedmont Road, Building 14, Level C, Atlanta, Georgia
30305.

Q: WHY AM I BEING ASKED TO VOTE ON THE PROPOSALS?

A: The rules of The Nasdaq Stock Market require your approval for the issuance
of shares of our common stock and the warrants, in connection with both the
Aurora acquisition and the DBBC acquisition.

In addition, each of the agreements relating to the Aurora acquisition and
the DBBC acquisition requires that the Aurora acquisition or the DBBC
acquisition, as the case may be, be approved by our shareholders. If we
obtain shareholder approval of one acquisition but not the other
acquisition, we intend to complete the acquisition that has been approved,
even if we cannot complete the other.

Q: WHAT ARE THE VOTING RIGHTS OF SHAREHOLDERS?

A: Each holder of Class A Common Stock is entitled to one vote per share of
Class A Common Stock owned on the record date. Each holder of Class C Common
Stock is entitled to ten votes per share of Class C Common Stock owned on
the record date. In accordance with our articles of incorporation, the
holders of the Class A Common Stock and the Class C Common Stock will vote
together as a single class.

Q: WHAT DO I NEED TO DO NOW?

A: We urge you to read this proxy statement carefully, including the
appendices, consider how the transactions would affect you as a shareholder,
and vote. After you read this proxy statement, you should complete, sign and
date your proxy card and mail it in the enclosed return envelope as soon as
possible, even if you plan to attend the special meeting in person, so that
your shares may be

represented at the special meeting. If you sign, date and send in your proxy
without indicating how you want to vote, your shares will be voted FOR
approval of the Aurora acquisition and FOR approval of the DBBC acquisition.

Q: WHAT VOTES ARE NEEDED TO APPROVE THE PROPOSALS?

A: Pursuant to the rules of The Nasdaq Stock Market, approval of the Aurora
acquisition and of the DBBC acquisition, in each case, requires the
affirmative vote of a majority of the votes cast on the respective proposal
at the special meeting. In addition, it is a condition to closing the Aurora
acquisition that the votes cast to approve that acquisition represent a
majority of the total votes cast, excluding votes cast by the Aurora Sellers
and their affiliates. On each proposal, the holders of our Class A Common
Stock and our Class C Common Stock will vote together as a single class.

Lewis W. Dickey, Jr., a director and our Chairman, President and Chief
Executive Officer, John W. Dickey, our Executive Vice President, and Richard
W. Weening, one of our directors, and their affiliated entities, have
entered into an agreement with Aurora Communications that requires them to
vote their shares of Cumulus Media common stock in favor of any proposals
necessary to approve the Aurora acquisition. Messrs. L. Dickey, J. Dickey
and Weening, and their affiliated entities, have also entered into an
agreement with DBBC that requires them to vote their shares of Cumulus Media
common stock in favor of any proposals necessary to approve the DBBC
acquisition.

As of December 31, 2001, those individuals and their affiliated entities
held shares of common stock representing approximately 38.2% of the voting
power of the Class A Common Stock and the Class C Common Stock voting
together as a single class.

Q: IF MY SHARES ARE HELD IN "STREET NAME" BY MY BROKER, WILL MY BROKER VOTE MY
SHARES FOR ME?

A: Your broker will only be permitted to vote your shares if you provide
instructions to your broker on how to vote. You should follow the procedures
provided by your broker regarding the voting of your shares and be sure to
provide your broker with instructions on how to vote your shares.

Q: WHAT IF I WANT TO CHANGE MY VOTE AFTER I HAVE MAILED MY SIGNED PROXY CARD?

A: You can change your vote by sending in a later-dated, signed proxy card or a
written revocation to our Secretary at 3535 Piedmont Road, Building 14,
Fourteenth Floor, Atlanta, Georgia 30305 so that it is received prior to the
special meeting. Or you can attend the special meeting in person and vote.
Your attendance at the special meeting will not, by itself, revoke your
proxy. If you have instructed a broker to vote your shares, you must follow
the directions received from your broker to change those voting
instructions.

Q: WHAT HAPPENS IF I DO NOT VOTE MY PROXY BY MAIL, IF I DO NOT INSTRUCT MY
BROKER TO VOTE MY SHARES OR IF I ABSTAIN FROM VOTING?

A: If you do not vote, or do not instruct your broker how to vote your shares,
or if you abstain from voting, there will be no effect on the approval of
the Aurora acquisition or the DBBC acquisition.

Q: WHEN WILL THE ACQUISITIONS BE COMPLETED?

A: Assuming the transactions are approved by our shareholders and that all of
the other conditions are met or waived, we expect that both acquisitions
will be completed during the first half of 2002.

Q: WHO CAN HELP ANSWER MY QUESTIONS?

A: If you have additional questions about the transactions or would like
additional copies of this proxy statement, or the proxy card, you should
contact our investor relations department at (404) 949-0700.

SUMMARY

This summary, together with the question and answer section, highlight some
of the information discussed in greater detail elsewhere in this proxy
statement. This summary may not contain all of the information that is important
to you, and we urge you to read carefully the entire proxy statement, including
the appendices, and the other documents we refer you to, in order to fully
understand the transactions. You can also refer to "Where You Can Find More
Information" on page 96 for additional information about Cumulus Media.

THE PARTIES

Cumulus Media Inc.
3535 Piedmont Road
Building 14, Fourteenth Floor
Atlanta, GA 30305

Cumulus Media Inc., an Illinois corporation, is the parent company of
Cumulus Broadcasting, Inc., which, along with its other subsidiaries, owns and
operates FM and AM radio station clusters serving mid-size markets throughout
the United States. Cumulus Media is the second largest radio station operating
company in the United States based upon the number of stations owned or
operated. Giving effect to the completion of all pending acquisitions and
divestitures, including the Aurora acquisition and the DBBC acquisition, Cumulus
Media will own and operate 245 radio stations in 51 mid-size U.S. media markets.
In addition, Cumulus Media owns and operates a multi-market radio network in the
English-speaking Caribbean.

Aurora Communications, LLC
Three Stamford Landing
Suite 210
46 Southfield Avenue
Stamford, CT 06902

Aurora Communications, LLC, a Delaware limited liability company, is a
broadcasting company formed by industry veteran Frank D. Osborn and BancAmerica
Capital Investors, SBIC I, L.P., in January 1999. Aurora Communications owns and
operates 18 radio stations in multiple-station clusters in Bridgeport,
Connecticut, Danbury, Connecticut, Newburgh-Middletown, New York, Westchester
County, New York, and Poughkeepsie, New York. Aurora Communications and its
owners are sometimes referred to in this proxy statement as the Aurora Sellers.

DBBC, L.L.C.
10 Music Circle East
Nashville, TN 37203

DBBC, L.L.C., a Georgia limited liability company, owns and operates,
either directly or through its subsidiaries, three radio stations in the
Nashville, Tennessee market. DBBC is owned by Lewis W. Dickey, Jr., the
Chairman, President and Chief Executive Officer and a director of Cumulus Media,
three of his brothers, including John W. Dickey, the Executive Vice President of
Cumulus Media, and Quaestus & Co. Inc., which is controlled by Richard W.
Weening, a director of Cumulus Media.

THE SPECIAL MEETING (PAGE 20)

DATE, TIME AND PLACE OF THE SPECIAL MEETING (PAGE 20)

The special meeting will be held on Thursday, March 28, 2002 at 10:00 a.m.,
local time, at 3535 Piedmont Road, Building 14, Level C, Atlanta, Georgia 30305.

RECORD DATE (PAGE 20)

The record date for determining the holders of shares of our outstanding
common stock entitled to vote at the special meeting is February 25, 2002. On
the record date, 28,355,920 shares of Class A Common Stock were issued and
outstanding, and 1,529,277 shares of Class C Common Stock were issued and
outstanding.

VOTE REQUIRED (PAGE 20)

In order for the proposal relating to the Aurora acquisition to be
approved, a majority of the votes cast at the special meeting by holders of our
Class A Common Stock and Class C Common Stock, voting together as a single
class, must be voted FOR the proposal.

In order for the proposal relating to the DBBC acquisition to be approved,
a majority of the votes cast at the special meeting by the holders of our
outstanding Class A Common Stock and Class C Common Stock, voting together as a
single class, must be voted FOR the proposal.

Each share of Class A Common Stock is entitled to one vote. Each share of
Class C Common Stock is entitled to ten votes.

In addition, the consent of the holders of a majority of the outstanding
shares of our Class B Common Stock, consenting separately as a class, is
required to approve the Aurora acquisition and the DBBC acquisition. We have
received the written consent of the holder of a majority of our outstanding
shares of Class B Common Stock.

THE AURORA ACQUISITION (PAGE 22)

In the Aurora acquisition, we will acquire all of the ownership interests,
which are sometimes referred to as membership interests, of Aurora
Communications. In consideration for the acquisition of Aurora Communications,
we expect to issue to the Aurora Sellers approximately 1,570,034 shares of our
Class A Common Stock, approximately 8,981,148 shares of our non-voting Class B
Common Stock, which may be converted into shares of Class A Common Stock on a
one-for-one basis, and warrants, exercisable for a period of one year from the
date of issuance at an exercise price of $12.00 per share, to purchase up to an
aggregate of 833,333 shares of our common stock, consisting of warrants for
approximately 124,000 shares of Class A Common Stock and approximately 709,333
shares of Class A Common Stock or Class B Common Stock, at the discretion of the
holder, and we will pay $93 million in cash, most of which will be used to
retire existing indebtedness of Aurora Communications and the balance of which
will be paid to some of the Aurora Sellers.

Following the closing of the Aurora acquisition we expect to appoint Frank
D. Osborn, the chief executive officer and president of Aurora Communications,
as a member of our Board.

We have entered into an Acquisition Agreement, dated as of November 18,
2001, and amended as of January 23, 2002, with Aurora Communications and the
Aurora Sellers. A copy of that agreement, as amended, referred to as the Aurora
Acquisition Agreement, is attached to this proxy statement as Appendix A. We
urge you to read the Aurora Acquisition Agreement carefully, as it is the legal
document that governs the Aurora acquisition.

REASONS FOR THE AURORA ACQUISITION (PAGE 25)

Our Board determined that the Aurora acquisition is in the best interests
of our shareholders based on the following primary reasons:

- Aurora Communications' critical mass in its markets;

- Aurora Communications' strong operating performance;

- the anticipated reduction in some of our debt leverage ratios that would
result from the acquisition;

- the anticipated positive impact on our earnings that would result from
the acquisition;

- the overall increase in size and scale of our operations that would
result from the acquisition;

- the enhanced geographic diversity that the Aurora acquisition will bring
to our radio station clusters; and

- the fairness opinion our Board received from Greenbridge Partners LLC.

STRUCTURE OF THE AURORA ACQUISITION (PAGE 36)

If you approve the Aurora acquisition, and if the other conditions to the
Aurora acquisition are either satisfied or waived, then at the closing,
sometimes referred to as the effective time, the following will happen
effectively simultaneously:

- Aurora Management, Inc., a member of Aurora Communications, will merge
with BA Blocker Acquisition Corp., one of our wholly owned subsidiaries;

- Allied Aurora Acquisition Corp., another member of Aurora Communications,
will merge with AA Blocker Acquisition Corp., another of our wholly owned
subsidiaries; and

- the remaining members of Aurora Communications will sell their membership
interests to us directly.

As a result, we will control all of the membership interests in Aurora
Communications.

The following diagrams illustrate the elements of the Aurora acquisition:

Diagram 1 shows the merger of Aurora
Management, a member of Aurora
Communications, with BA Blocker Acquisition
Corp., one of our subsidiaries.

Aurora Management merges with and into BA Blocker
Acquisition Corp., and Aurora Management shares are
converted into the right to receive shares of our
common stock and warrants.
Diagram 2 shows the merger of AA Blocker
Acquisition Corp., one of our subsidiaries,
with Allied Aurora Acquisition Corp., a
member of Aurora Communications.

AA Blocker Acquisition Corp. merges with and into
Allied Aurora Acquisition Corp., and Allied Aurora
Acquisition Corp. shares are converted into the right
to receive shares of our common stock and warrants.

Diagram 3 shows the sale of the remaining
membership interests of Aurora Communications
to us.

All remaining members of Aurora Communications sell their membership
interests to Cumulus Media in exchange for shares of our common
stock, warrants and cash.

Diagram 4 shows the ownership structure of
Aurora Communications after completion of the
Aurora Acquisition.

Upon completion of all of the steps of the Aurora acquisition, we
will own all of the membership interests in Aurora Communications.

The Aurora Acquisition Agreement allows us to assign our rights under that
agreement to a wholly owned subsidiary. If we assign our rights, the actual
structure of our ownership of Aurora Communications following completion of the
Aurora acquisition may differ from that depicted above. Nevertheless, upon
completion of the Aurora acquisition we will own, either directly or through one
or more of our wholly owned subsidiaries, all of the membership interests in
Aurora Communications.

OPINION OF GREENBRIDGE PARTNERS LLC (PAGE 26)

On November 18, 2001, Greenbridge Partners LLC, or Greenbridge, delivered
an oral opinion, confirmed in writing on that date, that, subject to the various
assumptions, limitations and qualifications described in the opinion, the
consideration we will pay in the Aurora acquisition is fair, from a financial
point of view, to us. A copy of the opinion is attached as Appendix B-1 to this
proxy statement. You are urged to, and should, read the opinion in its entirety.
In connection with the amendment to the Aurora Acquisition Agreement on January
23, 2002, Greenbridge confirmed to our Board that the amendment, had it been in
effect on November 18, 2001, would not have adversely affected the opinion that
Greenbridge issued to the Board on that date. A copy of the confirmation letter
is attached as Appendix B-2 to this proxy statement.

RECOMMENDATION OF THE BOARD OF DIRECTORS (PAGE 25)

Our Board has voted FOR, and recommends that you vote FOR, the approval of
the Aurora acquisition, including the issuance of the shares of our common stock
and the warrants to purchase shares of our common stock, and the payment of
cash.

INTERESTS OF A DIRECTOR AND PRINCIPAL SHAREHOLDER OF CUMULUS MEDIA IN THE
AURORA ACQUISITION (PAGE 34)

In considering the recommendation of our Board in connection with the
Aurora acquisition, you should be aware that one of our directors, Robert H.
Sheridan, III, and one of our principal shareholders, BA Capital Company, L.P.,
referred to as BA Capital, of which Mr. Sheridan is a senior vice president and
managing director, have interests that are different from, and in addition to,
those of our other shareholders. Those interests arise because BancAmerica
Capital Investors, SBIC I, L.P., referred to as BACI, of which Mr. Sheridan is
also a senior vice president and managing director and which is an affiliate of
BA Capital, indirectly owns a majority of the equity interests in Aurora
Communications. In

addition, Banc of America Securities LLC, or BA Securities, acted as one of the
financial advisors to Aurora Communications in connection with the transaction.
Furthermore, in connection with the new financing arrangements that we will
enter into in order to refinance our existing indebtedness and to finance the
cash portion of the Aurora acquisition, which are described in greater detail
elsewhere herein, BA Securities is acting as joint lead arranger and joint
bookrunner, and Bank of America, N.A. is acting as syndication agent. BA
Securities and Bank of America, N.A. are each affiliates of BA Capital and BACI.
Our Board, without the participation of Mr. Sheridan, considered these
interests, together with other relevant factors, in approving the Aurora
acquisition and making its recommendation.

BA Capital and BACI are each affiliates of Bank of America Corporation.
Following the Aurora acquisition, without taking into account the DBBC
acquisition, and giving effect to the conversion into shares of Class A Common
Stock of all shares of Class B Common Stock owned by BA Capital and BACI but
none of the other shares of Class B Common Stock (including the conversion of
shares issuable upon exercise of the warrant to be issued to BACI but none of
the other warrants), BA Capital and BACI would own approximately 30.5% of our
outstanding Class A Common Stock, representing about 22.2% of our voting power.

Assuming that both the Aurora acquisition and the DBBC acquisition are
approved by the shareholders, after giving effect to both acquisitions and to
the conversion into shares of Class A Common Stock of all shares of Class B
Common Stock owned by BA Capital and BACI, but none of the other shares of Class
B Common Stock (including shares issuable upon exercise of the warrants to be
issued to BACI), BA Capital and BACI would own about 27.0% of our outstanding
Class A Common Stock, representing about 20.3% of our voting power.

CONDITIONS TO THE COMPLETION OF THE AURORA ACQUISITION (PAGE 38)

The completion of the Aurora acquisition depends upon the satisfaction of a
number of conditions, including, among other things, our shareholders' approval
of the Aurora acquisition, issuance of a final order by the Federal
Communications Commission, or FCC, permitting the transfer of control of the FCC
licenses held by Aurora Communications' subsidiaries to us, and receipt of
financing required to consummate the Aurora acquisition. Pursuant to the Aurora
Acquisition Agreement, the condition regarding shareholder approval requires
that, in addition to the shareholder vote required by The Nasdaq Stock Market,
the Aurora acquisition be approved by the affirmative vote of a majority of the
votes cast with respect to the Aurora acquisition at the meeting by the holders
of our Class A Common Stock and Class C Common Stock (excluding any Aurora
Seller or its affiliates to the extent that they hold shares of our Class A
Common Stock or Class C Common Stock), voting together as a single class. It is,
therefore, possible that we could obtain the votes required to approve the
Aurora acquisition pursuant to the rules of The Nasdaq Stock Market, without
obtaining the higher vote requirement set forth as a condition to completion of
the Aurora acquisition. Either Cumulus Media or Aurora Communications may waive
compliance with the conditions at its discretion to the extent the law allows.

TERMINATION (PAGE 47)

The Aurora Acquisition Agreement may be terminated under the following
circumstances:

- by mutual agreement of us and specified representatives of the Aurora
Sellers;

- by either us or the representatives of the Aurora Sellers, if:

- the FCC does not approve the transfer of control of the licenses held by
Aurora Communications' subsidiaries to us,

- our shareholders do not approve the Aurora acquisition or we have not
held the special meeting by November 18, 2002,

- we have not completed the financing arrangements required to consummate
the Aurora acquisition by the later of three business days after the
date our shareholders approve the Aurora

acquisition and ten business days after the date the FCC issues its
final order permitting the transfer of control of the FCC licenses, or

- the Aurora acquisition has not been completed by November 23, 2002;

- by us if:

- any of the Aurora Sellers are in continuing material breach of the
Aurora Acquisition Agreement,

- our Board has withdrawn its approval or recommendation of the Aurora
acquisition, or

- any loss, damage or other occurrence prevents broadcast transmission by
any of four specified radio stations of Aurora Communications for more
than three continuous days;

- by the representatives of the Aurora Sellers, if:

- we are in continuing material breach of the Aurora Acquisition
Agreement, or

- any loss, damage or other occurrence prevents broadcast transmission by
20 of our radio stations for more than three continuous days; and

- by BACI, the majority-owner of Aurora Management, if:

- there is a tender or exchange offer (or an announcement to make such an
offer) by a person or group for at least 50% of our outstanding common
stock; or

- we enter into substantive negotiations with any person or group
involving certain extraordinary corporate transactions, other than the
DBBC acquisition, involving voting control of Cumulus Media or the
acquisition or disposition of a material amount of our assets.

THE PRE-CLOSING ESCROW AGREEMENT AND THE EFFECT OF TERMINATION (PAGE 52)

As required by the Aurora Acquisition Agreement, we placed 770,000 shares
of our Class A Common Stock into escrow as a deposit to secure performance of
our obligations under the Aurora Acquisition Agreement.

In the event that the Aurora Acquisition Agreement is terminated:

- by us, if (1) our shareholders do not approve the Aurora acquisition at a
duly held meeting, (2) the shareholders meeting to approve the Aurora
acquisition is not held by November 18, 2002, (3) our Board has withdrawn
its approval or recommendation of the Aurora acquisition, or (4) we have
not completed the financing arrangements required to consummate the
Aurora acquisition by the later of three business days after the date our
shareholders approve the Aurora acquisition and ten business days after
the date the FCC issues its final order permitting the transfer of
control of the FCC licenses, or

- by representatives of the Aurora Sellers, if (1) we are in continuing
material breach of the Aurora Acquisition Agreement or (2) our
shareholders do not approve the Aurora acquisition at a duly held
meeting, or

- by representatives of the Aurora Sellers if (1) our shareholders meeting
to approve the Aurora acquisition is not held by November 18, 2002, or
(2) we have not completed the financing arrangements required to
consummate the Aurora acquisition by the later of three business days
after the date our shareholders approve the Aurora acquisition and ten
business days after the date the FCC issues its final order permitting
the transfer of control of the FCC licenses, and in either case the
Aurora Sellers are not in material breach of their representations,
warranties or covenants under the Aurora Acquisition Agreement, or

- by BACI, if there is a tender or exchange offer for at least 50% of our
outstanding common stock, or we enter into substantive negotiations for
any extraordinary corporate transaction, other than the

DBBC acquisition, involving voting control of Cumulus Media or the
acquisition or disposition of a material amount of our assets, and the
tender or exchange offer or extraordinary corporate transaction is
consummated within 180 days of the termination of the Aurora Acquisition
Agreement,

then the shares of Class A Common Stock will be released by the escrow agent to
Aurora Communications, and Aurora Communications will acquire all rights
incident to ownership of those shares of common stock. Prior to such an event,
Aurora Communications will not be deemed to own the shares of Class A Common
Stock and will have no right to those shares.

If we complete the Aurora acquisition as contemplated, then the pre-closing
escrow shares will not be issued to Aurora Communications but will instead be
returned to us.

THE REGISTRATION RIGHTS AGREEMENT (PAGE 53)

As required by the Aurora Acquisition Agreement, we have entered into a
registration rights agreement with Aurora Communications and the other Aurora
Sellers, pursuant to which we agreed to prepare and file registration statements
with the Securities and Exchange Commission, or SEC, in order to permit:

- the resale of the 770,000 shares of Class A Common Stock we placed in
escrow, which are issuable to Aurora Communications only if the Aurora
Acquisition Agreement is terminated under specified circumstances, and

- the resale of the shares of Class A Common Stock that we will issue to
the Aurora Sellers at the closing of the Aurora acquisition, including
those shares of Class A Common Stock issued upon conversion of the Class
B Common Stock or upon exercise of the warrants.

It is a condition to closing of the Aurora acquisition that the registration
statement permitting the resale of the shares that will be issued to the Aurora
Sellers in the Aurora acquisition at closing be declared effective prior to
closing.

THE SHAREHOLDER AGREEMENT; RESTRICTIONS ON THE SHARES OF THE CLASS B COMMON
STOCK (PAGE 54)

In order to accommodate regulatory concerns involving the ownership or
control of broadcasting licenses, BACI has requested that the shares it is to
receive in the Aurora acquisition be shares of our non-voting Class B Common
Stock. Because holders of our Class B Common Stock are, in specified instances,
permitted to vote or consent as a class to actions that we propose to undertake,
and to convert the shares of Class B Common Stock into the other classes of our
common stock, including shares of our Class C Common Stock, BACI has agreed to
enter into a shareholder agreement with us, at the closing of the Aurora
acquisition, that places limits on some of BACI's rights as a holder of our
Class B Common Stock. The shareholder agreement limits the consent rights and
convertibility into shares of Class C Common Stock otherwise provided to holders
of our Class B Common Stock by our articles of incorporation. In addition, the
shareholder agreement provides that if BACI, or any of its affiliates, including
BA Capital, has converted shares of Class B Common Stock into shares of Class A
Common Stock, in certain circumstances BACI, or its applicable affiliate, may
exchange the shares of Class A Common Stock for an equal number of shares of
Class B Common Stock, all of which would remain subject to the limitation of
certain rights imposed by the shareholder agreement.

THE VOTING AGREEMENT (PAGE 55)

Messrs. L. Dickey, J. Dickey and Weening, and their affiliated entities,
who together own shares of our common stock representing approximately 38.2% of
our outstanding voting power as of December 31, 2001, have entered into an
agreement with Aurora Communications that requires them to vote their shares of
our common stock in favor of any proposals necessary to approve the Aurora
acquisition.

THE DBBC ACQUISITION (PAGE 63)

In the DBBC acquisition, we will acquire the broadcasting operations of
DBBC. In consideration for the acquisition of substantially all of DBBC's
assets, we will issue 5,250,000 shares of our Class A Common Stock and a
warrant, exercisable for a period of six months from the date of issuance, to
purchase up to 250,000 shares of Class A Common Stock at an exercise price of
$12.00 per share, and we will assume specified liabilities of DBBC and pay
certain expenses related to the DBBC acquisition, up to an aggregate of $21
million.

We have entered into an Agreement and Plan of Merger, dated as of December
14, 2001, with DBBC and its subsidiaries. A copy of that agreement, referred to
as the DBBC Acquisition Agreement, is attached to this proxy statement as
Appendix C. We urge you to read the DBBC Acquisition Agreement carefully, as it
is the legal document that governs the DBBC acquisition.

As discussed below, our Board established a special committee of
independent directors to evaluate, negotiate and make a recommendation to our
Board regarding the DBBC acquisition.

REASONS FOR THE DBBC ACQUISITION (PAGE 65)

The special committee and our Board determined that the DBBC acquisition is
in the best interests of our shareholders based on the following primary
reasons:

- the anticipated reduction in our debt leverage ratios, as measured under
the credit agreement and the indenture governing our existing
indebtedness, that would result from the acquisition;

- the anticipated positive impact on our broadcast cash flow, EBITDA and
after tax cash flow, that would result from the acquisition;

- the significance of the Nashville, Tennessee market, which is ranked 44th
in the United States by Arbitron and would represent the largest
clustered market for Cumulus Media;

- the favorable market share of DBBC's stations in the Nashville, Tennessee
market; and

- the fairness opinion the special committee received from Houlihan Lokey
Howard & Zukin Financial Advisors, Inc.

STRUCTURE OF THE DBBC ACQUISITION (PAGE 73)

If you approve the DBBC acquisition, and if the other conditions to the
DBBC acquisition are either satisfied or waived, then at the closing the
following will happen effectively simultaneously:

- Mt. Juliet Broadcasting Inc., a subsidiary of DBBC, will merge with Mt.
Juliet Inc., one of our wholly owned subsidiaries;

- Phoenix Communications Group Inc., another subsidiary of DBBC, will merge
with Phoenix Broadcasting Inc., another of our wholly owned subsidiaries;
and

- we will acquire substantially all of the assets, and assume specified
liabilities, of DBBC.

The following diagrams illustrate the elements of the DBBC acquisition:

(Diagram 1 shows the merger of Mt. Juliet
Broadcasting, a subsidiary of DBBC, will MJI,
one of our subsidiaries.)

Mt. Juliet Broadcasting merges with and into Mt.
Juliet Inc. Through this merger, we acquire WNPL-FM in
Belle Meade, Tennessee.

(Diagram 2 shows the merger of Phoenix
Communications Group, a subsidiary of DBBC
with PBI, one of our subsidiaries.)

Phoenix Communications Group merges with and into
Phoenix Broadcasting Inc. Through this merger, we
acquire WQQK-FM in Hendersonville, Tennessee.

(Diagram 3 shows the sale of DBBC's assets
to us.)

DBBC sells its remaining assets directly to us.
Through this final step, we acquire WRQQ-FM in
Goodlettsville, Tennessee.

(Diagram 4 shows the ownership structure of
the three Nashville stations after completion
of the DBBC acquisitions.)

Upon completion of all of the steps of the DBBC
acquisition, the ownership structure of the three
Nashville stations will look like this.

The DBBC Acquisition Agreement allows us to assign our rights under that
agreement to a wholly owned subsidiary. If we assign our rights, the actual
structure of our ownership of the broadcasting operations of DBBC following
completion of the DBBC acquisition may differ from that depicted above.
Nevertheless, upon completion of the DBBC acquisition we will own, either
directly or through one or more wholly owned subsidiaries, all of the
broadcasting operations of DBBC.

OPINION OF HOULIHAN LOKEY HOWARD & ZUKIN FINANCIAL ADVISORS, INC. (PAGE 66)

On December 14, 2001, Houlihan Lokey Howard & Zukin Financial Advisors,
Inc., or Houlihan Lokey, delivered an oral opinion, confirmed in writing on that
date, that, subject to the assumptions and limiting conditions described in the
opinion, the consideration we will pay in the DBBC acquisition is fair to us
from a financial point of view as of the date of the opinion. Houlihan Lokey has
confirmed that opinion in a written opinion dated the date of this proxy
statement. A copy of the opinion dated the date of this proxy statement is
attached as Appendix D to this proxy statement. You are urged to, and should,
read the opinion in its entirety.

RECOMMENDATIONS OF THE SPECIAL COMMITTEE AND THE BOARD OF DIRECTORS (PAGE 65)

Because of the potential conflicts of interest of two members of our Board,
including our Chairman, President and Chief Executive Officer, who have
ownership interests in DBBC, the Board established a special committee of
independent directors to act on behalf of Cumulus Media in negotiating the price
and other terms and conditions of the DBBC acquisition with the representatives
of DBBC, and in evaluating the fairness of the DBBC Acquisition Agreement. The
special committee is composed of Holcombe T. Green, Jr. and Eric P. Robison,
each of whom is an independent director and has no material financial interest
in the DBBC acquisition.

The special committee has determined that the terms of the DBBC Acquisition
Agreement, which were established through arm's-length negotiations between the
representatives of the special committee and representatives of DBBC, are fair
to and in the best interest of us and our shareholders. Accordingly, the special
committee approved the DBBC Acquisition Agreement and the related agreements and
recommended to the Board that the DBBC acquisition and related agreements be
approved. Based upon that recommendation, our Board approved the DBBC
acquisition and related agreements. The special committee and the Board have
voted FOR, and recommend that you vote FOR, the approval of the DBBC
acquisition.

INTERESTS OF EXECUTIVE OFFICERS AND DIRECTORS OF CUMULUS MEDIA IN THE DBBC
ACQUISITION (PAGE 71)

In considering the recommendations of the special committee and our Board
in connection with the DBBC acquisition, you should be aware that some of our
executive officers and directors have interests that are different from those of
our other shareholders. You should also be aware that some of our directors and
executive officers, and their affiliates, have interests in connection with the
DBBC acquisition that may present them with actual or potential conflicts of
interests. The special committee and the Board considered these interests,
together with other relevant factors, in making their recommendations.

DBBC is owned by Lewis W. Dickey, Jr., the Chairman, President, Chief
Executive Officer and a director of Cumulus Media, three of his brothers,
including John W. Dickey, the Executive Vice President of Cumulus Media, and
Quaestus & Co. Inc., which was formerly known as Quaestus Management Corporation
and is controlled by Richard W. Weening, a director of Cumulus Media.
Collectively, those individuals, and their affiliated entities, own
approximately 1,171,290 shares, or 4.2%, of our outstanding Class A Common
Stock, and 1,529,277 shares, or 100%, of our outstanding Class C Common Stock,
which collectively represent approximately 38.2% of the outstanding voting power
of our common stock as of December 31, 2001. In connection with the DBBC
acquisition, DBBC will receive 5,250,000 shares of our Class A Common Stock and
a warrant, exercisable for a period of six months from the date of issuance, to
purchase up to an additional 250,000 shares of Class A Common Stock at an
exercise price of $12.00 per share. As the majority owners and managers of DBBC,
Messrs. L. Dickey and J. Dickey and their brothers will control the manner in
which the shares of Class A Common Stock that DBBC will acquire in the DBBC
acquisition will be voted.

Upon completion of the DBBC acquisition, and without taking into account
the Aurora acquisition, Messrs. L. Dickey, J. Dickey and Weening, and their
affiliates, collectively will own approximately 21.4% of our outstanding Class A
Common Stock and 100% of our outstanding Class C Common Stock, which will
collectively represent approximately 62.7% of the outstanding voting power of
our common stock,
12

assuming exercise of the warrant being issued to DBBC and of all presently
exercisable options held by those persons.

Assuming that both the DBBC acquisition and the Aurora acquisition are
approved by the shareholders, after giving effect to both acquisitions, and to
the exercise of the warrant to be issued to DBBC and all presently exercisable
options held by those persons, Messrs. L. Dickey, J. Dickey and Weening, and
their affiliates, collectively will own approximately 20.4% of our outstanding
Class A Common Stock and 100% of our Class C Common Stock, which will
collectively represent approximately 61.4% of our voting power.

Included in the specified liabilities of DBBC that we will assume in the
DBBC acquisition are approximately $1 million of outstanding promissory notes
held by Michael W. Dickey, a brother of Messrs. L. Dickey and J. Dickey, by
Dickey Broadcasting Company, an affiliate of the Dickeys and by Stratford
Research Company, Inc., another affiliate of the Dickeys.

CONDITIONS TO THE COMPLETION OF THE DBBC ACQUISITION (PAGE 74)

The completion of the DBBC acquisition depends upon the satisfaction of a
number of conditions, including, among other things, our shareholders' approval
of the DBBC acquisition, an FCC order permitting our acquisition of DBBC's
licenses, receipt of financing required to consummate the transaction, and
receipt of a fairness opinion of Houlihan Lokey dated within 60 days prior to
the closing of the DBBC acquisition. Either Cumulus Media or DBBC may waive
compliance with the conditions at its discretion to the extent the law allows.

TERMINATION (PAGE 77)

Prior to the effective time of the DBBC acquisition, the DBBC Acquisition
Agreement may be terminated as follows:

- by mutual agreement of us and DBBC;

- by either us or DBBC, if:

- the DBBC acquisition has not been completed on or before December 31,
2002 or a later, mutually agreed-upon date;

- the FCC does not approve our acquisition of DBBC's licenses by December
31, 2002,

- any governmental authority has issued an order, decree, or ruling, or
taken any other action, permanently restraining, enjoining or otherwise
prohibiting the consummation of the DBBC acquisition; or

- by us, if DBBC has continued in a material breach of the DBBC Acquisition
Agreement for 14 days after they receive our notice of the breach, and
the breach is not cured by the closing of the DBBC acquisition; or

- by DBBC, if we have continued in a material breach of the DBBC
Acquisition Agreement for 14 days after we receive notice of the breach,
and the breach is not cured by the closing of the DBBC acquisition.

Upon termination of the DBBC Acquisition Agreement by any party, the other
party remains liable for any willful breach of the DBBC Acquisition Agreement.

THE REGISTRATION RIGHTS AGREEMENT (PAGE 79)

Simultaneously with the closing of the DBBC acquisition, we will enter into
a registration rights agreement with DBBC, pursuant to which DBBC can require
that we file a registration statement with the SEC in order to permit the resale
of the shares of our Class A Common Stock issued to DBBC in the DBBC
acquisition, including those shares of Class A Common Stock issued upon exercise
of the warrant.

THE VOTING AGREEMENT (PAGE 80)

Messrs. L. Dickey, J. Dickey and Weening, and their affiliated entities,
who together own shares of our common stock representing approximately 38.2% of
our outstanding voting power as of December 31, 2001, have entered into an
agreement with DBBC that requires them to vote their shares of our common stock
in favor of any proposals necessary to approve the DBBC acquisition.

FINANCING OF THE ACQUISITIONS (PAGE 88)

We will need approximately $114 million in cash to repay indebtedness that
we are assuming and to pay the cash portions of the purchase price for the
Aurora acquisition and the DBBC acquisition. JPMorgan Chase Bank, Bank of
America, N.A., CIT Lending Services Corporation and SunTrust Bank, acting as
agents, have committed, pursuant to a commitment letter dated February 4, 2002,
to provide credit facilities for up to $350 million of indebtedness, on terms
and conditions set forth in the commitment letter. We will use approximately
$160 million to repay all amounts owing under our existing senior credit
facility and approximately $114 million to repay the indebtedness being assumed
in connection with, together with the cash portions of the purchase price for,
the Aurora acquisition and the DBBC acquisition, and other costs and expenses
related to those acquisitions. The facilities will include (1) $100 million in
the form of a reducing revolving credit facility, a portion of which will be
available in the form of letters of credit; (2) $100 million in the form of a
term loan facility; and (3) $150 million in the form of a second term loan
facility. While we do not expect that the terms of the definitive financing
documents will differ materially from the terms and conditions of the commitment
letter, we will not be able to consummate the Aurora acquisition or the DBBC
acquisition if we are unable to complete the financing on terms acceptable to
us.

SELECTED HISTORICAL FINANCIAL DATA OF CUMULUS MEDIA

We are providing the following Cumulus Media selected historical
consolidated financial information to aid you in your analysis of the financial
aspects of the Aurora acquisition and the DBBC acquisition. The following
information is only a summary and should be read together with Cumulus Media's
audited and unaudited financial statements, the related notes, and discussion
contained in "Management's Discussion and Analysis of Financial Condition and
Results of Operations of Cumulus Media" incorporated by reference into this
proxy statement.

The selected historical financial data presented below have been derived
from the audited consolidated financial statements of Cumulus Media as of and
for the years ended December 31, 2001, 2000, 1999, 1998 and the period from
inception on May 22, 1997 to December 31, 1997. The audited consolidated
financial statements of Cumulus Media as of and for the years ended December 31,
2001, 2000 and 1999 are incorporated by reference into this proxy statement. The
historical consolidated financial data of Cumulus Media are not comparable from
year to year because of the acquisition and disposition of radio stations by
Cumulus Media during the periods covered.

PERIOD FROM
YEAR YEAR YEAR YEAR INCEPTION ON
ENDED ENDED ENDED ENDED MAY 22, 1997 TO
DECEMBER 31, DECEMBER 31, DECEMBER 31, DECEMBER 31, DECEMBER 31,
2001 2000 1999 1998 1997
------------ ------------ ------------ ------------ ---------------
(IN THOUSANDS, EXCEPT SHARE AND PER SHARE DATA)

Net revenues...................... $201,328 $ 225,911 $ 180,019 $ 98,787 $ 9,163
Station operating expenses
excluding depreciation and
amortization and LMA fees
(including a provision for
doubtful accounts of $4,793,
$23,751, $2,504, $9,644 and
$161, respectively)............. 141,598 191,336 133,328 72,154 7,147
Depreciation and amortization..... 50,585 44,003 32,564 17,113 1,671
LMA fees.......................... 2,815 4,825 4,165 2,404 --
Corporate general and
administrative expenses
(includes non-cash stock
compensation expense of $0, $0,
$0, $0 and $1,689,
respectively)................... 15,180 18,232 8,204 5,607 2,965
Restructuring and impairment
charges......................... 6,781 16,226 -- -- --
-------- --------- --------- --------- --------
Operating income (loss)........... (15,631) (48,711) 1,758 1,509 (2,620)
Net interest expense.............. (28,716) (26,055) (22,877) (13,178) (837)
Other income (expense), net....... 10,300 73,280 627 (2) (54)
Income tax (expense) benefit...... 3,494 (812) 6,870 2,226 (67)
Loss before extraordinary item.... (30,553) (2,298) (13,622) (9,445) (3,578)
Extraordinary loss on early
extinguishment of debt.......... -- -- -- (1,837) --
Net loss.......................... (30,553) (2,298) (13,622) (11,282) (3,578)
Preferred stock dividends, deemed
dividends, accretion of discount
and redemption premium.......... 17,743 14,875 23,790 13,591 274
Net loss attributable to common
stockholders.................... $(48,296) $ (17,173) $ (37,412) $ (24,873) $ (3,852)
Basic and diluted loss per common
share........................... $ (1.37) $ (0.49) $ (1.50) $ (1.55) $ (0.31)

OTHER FINANCIAL DATA:
Broadcast Cash Flow............... $ 59,730 $ 34,575 $ 46,691 $ 26,633 $ 2,016
EBITDA............................ 44,550 16,343 38,487 21,026 (949)
Net cash provided by (used in)
operating activities............ 11,440 (14,565) (13,644) (4,653) (1,887)
Net cash used in investing
activities...................... (48,164) (190,274) (192,105) (351,025) (95,100)
Net cash (used in) provided by
financing activities............ 31,053 (3,763) 400,445 378,990 98,560
BALANCE SHEET DATA:
Total assets...................... $965,317 $ 966,010 $ 914,888 $ 514,363 $110,441
Long-term debt (including current
portion)........................ 320,018 285,228 285,247 222,767 42,801
Preferred stock subject to
mandatory redemption............ 134,489 119,708 102,732 133,741 13,426
Stockholders' equity.............. 423,884 471,872 488,442 127,554 49,976

---------------

(1) Broadcast cash flow consists of operating income (loss) before depreciation,
amortization, LMA fees, corporate expenses and restructuring and impairment
charges. Although broadcast cash flow is not a measure of performance
calculated in accordance with GAAP, we believe that it is useful to an
investor in evaluating Cumulus Media because it is a measure widely used in
the broadcasting industry to evaluate a radio company's operating
performance. Nevertheless, it should not be considered in isolation or as a
substitute for net income (loss), operating income (loss), cash flows from
operating activities or any other measure for determining Cumulus Media's
operating performance or liquidity that is calculated in accordance with
GAAP. As broadcast cash flow is not a measure calculated in accordance with
GAAP, this measure may not be compared to similarly titled measures employed
by other companies.

(2) EBITDA consists of operating income (loss) before depreciation and
amortization, LMA fees and restructuring and impairment charges. Although
EBITDA is not a measure of performance calculated in accordance with GAAP,
we believe that it is useful to an investor in evaluating Cumulus Media
because it is a measure widely used in the broadcasting industry to evaluate
a radio company's operating performance. Nevertheless, it should not be
considered in isolation or as a substitute for net income (loss), operating
income (loss), cash flows from operating activities or any other measure for
determining Cumulus Media's operating performance or liquidity that is
calculated in accordance with GAAP. As EBITDA is not a measure calculated in
accordance with GAAP, this measure may not be compared to similarly titled
measures employed by other companies.

UNAUDITED SELECTED PRO FORMA CONDENSED COMBINED FINANCIAL DATA

The following unaudited selected pro forma condensed combined financial
information describes the pro forma effects of our proposed acquisitions of DBBC
and Aurora Communications on:

- our balance sheet as of December 31, 2001; and

- our statement of operations for the year ended December 31, 2001.

The following unaudited selected pro forma condensed combined operating
information for the year ended December 31, 2001 also reflects the pro forma
effects of Aurora Communications' acquisition of nine related radio stations,
referred to as the Poughkeepsie acquisition, which was consummated on May 8,
2001. The pro forma effects of the Poughkeepsie acquisition have been reflected
in the accompanying unaudited selected pro forma condensed combined operating
information to provide a more comprehensive description of the pro forma effects
of the Aurora acquisition.

The unaudited selected pro forma condensed combined financial information
reflects the use of the purchase method of accounting for all acquisitions. The
unaudited selected pro forma condensed combined operating information for the
year ended December 31, 2001 reflects adjustments as if the acquisitions had
occurred on January 1, 2001. The unaudited selected pro forma condensed combined
financial information as of December 31, 2001 gives effect to our proposed
acquisitions of Aurora Communications and DBBC, as if they had occurred on
December 31, 2001. The financial effects of the transactions presented in the
selected unaudited pro forma condensed combined financial information are not
necessarily indicative of either the financial position or results of operations
that would have been obtained had the acquisitions actually occurred on the
dates set forth above, nor are they necessarily indicative of the results of
future operations. We expect to incur integration expenses as well as to benefit
from potential operating efficiencies as a result of the acquisitions of Aurora
Communications and DBBC. The selected unaudited pro forma condensed combined
financial information does not reflect any of these potential expenses and
benefits from operating efficiencies that may occur due to our integration of
Aurora Communications and DBBC. The selected unaudited pro forma condensed
combined financial information should be read in conjunction with our historical
financial statements, including the related notes, incorporated by reference to
this proxy statement, the historical financial statements of Aurora
Communications and DBBC, including the related notes, beginning on page F-1, and
the unaudited pro forma condensed combined financial statements, beginning on
page P-1.

UNAUDITED SELECTED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION

AS OF DECEMBER 31, 2001
------------------------------------------------
CUMULUS MEDIA/ CUMULUS MEDIA/ CUMULUS MEDIA/
AURORA DBBC AURORA/DBBC
PRO FORMA PRO FORMA PRO FORMA
COMBINED COMBINED COMBINED
-------------- -------------- --------------
(IN THOUSANDS)

Cash and cash equivalents............... $ 5,995 $ 5,425 $ 6,112
Working capital......................... 19,240 11,967 17,009
Total assets............................ 1,225,099 1,105,339 1,365,121
Long-term debt (including current
portion).............................. 417,097 341,939 439,018
Preferred stock subject to mandatory
redemption............................ 134,489 134,489 134,489
Stockholders' equity.................... 551,841 505,021 632,978

FOR THE YEAR ENDED DECEMBER 31, 2001
------------------------------------------------
CUMULUS MEDIA/ CUMULUS MEDIA/ CUMULUS MEDIA/
AURORA DBBC AURORA/DBBC
PRO FORMA PRO FORMA PRO FORMA
COMBINED COMBINED COMBINED
-------------- -------------- --------------
(IN THOUSANDS, EXCEPT PER SHARE DATA)

Net revenues............................ $236,569 $208,458 $243,699
Total operating expenses................ 246,408 222,406 251,855
Operating income (loss)................. (9,839) (13,948) (8,156)
Loss from continuing operations......... (31,538) (30,281) (31,266)
Net loss from continuing operations
attributable to common stockholders... $(49,281) $(48,024) $(49,009)
Basic and diluted net loss per share
from continuing operations............ $ (1.08) $ (1.19) $ (.96)
OTHER FINANCIAL DATA:
Broadcast Cash Flow(1).................. $ 74,729 $ 63,994 $ 78,993
EBITDA(2)............................... 55,994 47,370 58,814

---------------

(1) Broadcast cash flow consists of operating income (loss) before depreciation,
amortization, LMA fees, corporate expenses and restructuring and impairment
charges. Although broadcast cash flow is not a measure of performance
calculated in accordance with GAAP, we believe that it is useful to an
investor in evaluating the combined company because it is a measure widely
used in the broadcasting industry to evaluate a radio company's operating
performance. Nevertheless, it should not be considered in isolation or as a
substitute for net income (loss), operating income (loss), cash flows from
operating activities or any other measure for determining the combined
company's operating performance or liquidity that is calculated in
accordance with GAAP. As broadcast cash flow is not a measure calculated in
accordance with GAAP, this measure may not be compared to similarly titled
measures employed by other companies.

(2) EBITDA consists of operating income (loss) before depreciation and
amortization, LMA fees and restructuring and impairment charges. Although
EBITDA is not a measure of performance calculated in accordance with GAAP,
we believe that it is useful to an investor in evaluating the combined
company because it is a measure widely used in the broadcasting industry to
evaluate a radio company's operating performance. Nevertheless, it should
not be considered in isolation or as a substitute for net income (loss),
operating income (loss), cash flows from operating activities or any other
measure for determining the combined company's operating performance or
liquidity that is calculated in accordance with GAAP. As EBITDA is not a
measure calculated in accordance with GAAP, this measure may not be compared
to similarly titled measures employed by other companies.

COMPARATIVE PER SHARE DATA

We have summarized below specified (1) comparative per share data of
Cumulus Media on a historical basis and (2) combined per share data on an
unaudited pro forma basis after giving effect to the proposed Aurora acquisition
alone, the proposed DBBC acquisition alone, and the Aurora and DBBC acquisitions
together, using the purchase method of accounting as if the acquisitions
occurred on January 1, 2001 and assuming that:

- 1,570,034 shares of our Class A Common Stock and 8,981,148 shares of our
Class B Common Stock were issued as partial consideration in the Aurora
acquisition; and

- 5,250,000 shares of our Class A Common Stock were issued as partial
consideration in the DBBC acquisition.

You should read this data along with our historical consolidated financial
statements, including the related notes, incorporated by reference into this
proxy statement, the historical financial statements of Aurora Communications
and DBBC, including the related notes, beginning on page F-1, and the unaudited
pro forma combined financial statements, beginning on page P-1. We have
presented the pro forma per share data for illustrative purposes only. The
financial effects of the transactions presented in the unaudited pro forma
combined per share data are not necessarily indicative of the results of
operations that would have been obtained had the acquisitions actually occurred
on the date set forth above, nor are they necessarily indicative of the results
of future operations. We expect to incur integration expenses as well as the
benefits from potential operating efficiencies as a result of the acquisitions
of Aurora Communications and DBBC. The unaudited pro forma combined per share
data do not reflect any of these potential expenses and benefits from operating
efficiencies that may occur due to the integration of Aurora Communications and
DBBC with Cumulus Media.

YEAR
ENDED
DECEMBER 31,
2001
------------

HISTORICAL PER SHARE DATA
Basic and diluted net loss per share from continuing
operations:
Cumulus Media............................................. $(1.37)
Book value per share at period end(1):
Cumulus Media............................................. $12.05
Cash dividends declared per share at period end............. $ 0
PRO FORMA PER SHARE DATA
Pro forma combined net loss per share from continuing
operations:
Cumulus Media/Aurora Communications pro forma............. $(1.08)
Cumulus Media/DBBC pro forma.............................. $(1.19)
Cumulus Media/Aurora Communications/DBBC pro forma........ $(0.96)
Pro forma combined book value per share at period end(2):
Cumulus Media/Aurora Communications pro forma............. $12.07
Cumulus Media/DBBC pro forma.............................. $12.49
Cumulus Media/Aurora Communications/DBBC pro forma........ $12.42
Pro forma combined cash dividends declared per share at
period end................................................ $ 0

---------------

(1) Historical book value per share is computed by dividing stockholders' equity
by the number of shares of common stock outstanding at the end of each
period.

(2) Pro forma book value per share is computed by dividing pro forma
stockholders' equity by the sum of: (a) the number of shares of our common
stock outstanding at the end of each period, and (b) the number of shares of
common stock to be issued in connection with the proposed acquisitions.

INFORMATION REGARDING THE SPECIAL MEETING

DATE, TIME AND PLACE OF THE SPECIAL MEETING

We are furnishing this proxy statement to the holders of our Class A Common
Stock and our Class C Common Stock in connection with the solicitation of
proxies by our Board for the special meeting of shareholders to be held on
Thursday, March 28, 2002 at 10:00 a.m., local time, at 3535 Piedmont Road,
Building 14, Level C, Atlanta, Georgia 30305, or any adjournment or postponement
of the special meeting.

PURPOSE OF THE SPECIAL MEETING

At the special meeting, we will ask you to vote on proposals relating to
the Aurora acquisition and to the DBBC acquisition.

In connection with the Aurora acquisition, you are being asked to approve
the acquisition of Aurora Communications, which involves the issuance to the
Aurora Sellers of (a) 10,551,182 shares of our common stock, consisting of
approximately 1,570,034 shares of our Class A Common Stock and approximately
8,981,148 shares of our non-voting Class B Common Stock, which may be converted
into shares of Class A Common Stock on a one-for-one basis, and (b) warrants,
exercisable for a period of one year from the date of issuance at an exercise
price of $12.00 per share, to purchase up to an aggregate of 833,333 shares of
our common stock, consisting of warrants for approximately 124,000 shares of
Class A Common Stock and approximately 709,333 shares of Class A Common Stock or
Class B Common Stock, at the discretion of the holder, and the payment of $93
million in cash, most of which will be used to retire existing indebtedness of
Aurora Communications and the balance of which will be paid to specified Aurora
Sellers, in exchange for all of the outstanding membership interests in Aurora
Communications.

In connection with the DBBC acquisition, you are being asked to approve the
acquisition of the broadcasting operations of DBBC which involves the issuance
of (a) 5,250,000 shares of our Class A Common Stock and (b) a warrant,
exercisable for a period of six months from the date of issuance at an exercise
price of $12.00 per share, to purchase up to 250,000 shares of our Class A
Common Stock, and the assumption of specified liabilities of DBBC and the
payment of certain expenses, up to an aggregate of $21 million.

The Aurora acquisition and the DBBC acquisition are independent of each
other. Therefore, the inability to obtain shareholder approval of one
acquisition will not affect our ability to consummate the other acquisition.

RECORD DATE; QUORUM; OUTSTANDING COMMON STOCK ENTITLED TO VOTE

All holders of record of our Class A Common Stock and our Class C Common
Stock at the close of business on February 25, 2002 are entitled to notice of,
and to vote at, the special meeting. The presence, in person or by proxy, of
holders of a majority of the voting power represented by outstanding shares of
our Class A Common Stock and Class C Common Stock, voting together as a single
class, is required to constitute a quorum for the transaction of business. If
you sign, date and return your proxy card without indicating how you want to
vote, your proxy will be voted FOR the approval of the Aurora acquisition and
FOR the approval of the DBBC acquisition. If you do not return your proxy card,
or if you do not instruct your broker how to vote any shares held for you in
"street name," there will be no effect on the approval of the proposals. A list
of shareholders of record will be available for examination at the time and
place of the special meeting. As of February 25, 2002, there were 28,355,920
shares of Class A Common Stock outstanding and 1,529,277 shares of Class C
Common Stock outstanding.

VOTING RIGHTS; VOTE REQUIRED

Holders of Class A Common Stock are entitled to one vote for each share of
Class A Common Stock held as of the record date. Holders of Class C Common Stock
are entitled to ten votes for each share of Class C Common Stock held as of the
record date. The affirmative vote of a majority of the votes cast at

the special meeting by the holders of shares of our Class A Common Stock and
Class C Common Stock, voting together as a class, on the proposals to approve
the Aurora acquisition and to approve the DBBC acquisition, is required to
approve each of those proposals. In determining whether the approval of the
proposals has received the requisite number of affirmative votes, abstentions
and broker non-votes will have no effect on the approval of the Aurora
acquisition or the DBBC acquisition.

In addition, under our articles of incorporation the consent of the holders
of a majority of the outstanding shares of our Class B Common Stock, consenting
separately as a class, is required to approve the Aurora acquisition and the
DBBC acquisition. We have received the consent of the holder of a majority of
the outstanding shares of our Class B Common Stock entitled to exercise those
consent rights.

VOTING AND REVOCATION OF PROXIES

A proxy card for you to use in voting accompanies this proxy statement.
Subject to the following sentence, all properly executed proxies that are
received prior to, or at, the special meeting and not revoked will be voted in
the manner specified. If you execute and return a proxy card, and do not specify
otherwise, the shares represented by your proxy will be voted FOR each of the
proposals.

If you have given a proxy pursuant to this solicitation, you may
nonetheless revoke it by attending the special meeting and voting in person. In
addition, you may revoke any proxy you give at any time before the special
meeting by delivering to our Secretary at 3535 Piedmont Road, Building 14,
Fourteenth Floor, Atlanta, Georgia 30305 so that it is received prior to the
special meeting, or at the special meeting itself, a written statement revoking
the proxy, or by delivering a duly executed proxy bearing a later date. If you
have executed and delivered a proxy to us, your attendance at the special
meeting will not, by itself, constitute a revocation of your proxy.

SOLICITATION OF PROXIES

We will bear the cost of the solicitation of proxies. We will solicit
proxies initially by mail. Further solicitation may be made by our directors,
officers and employees personally, by telephone, facsimile, e-mail or otherwise,
but they will not be compensated specifically for these services. Upon request,
we will reimburse brokers, dealers, banks or similar entities acting as nominees
for their reasonable expenses incurred in forwarding copies of the proxy
materials to the beneficial owners of the shares of common stock they hold of
record.

OTHER MATTERS

Except for the votes on the proposals related to the Aurora acquisition and
the DBBC acquisition, no other matter is expected to come before the special
meeting. If any other business properly comes before the special meeting, the
persons named in the proxy will vote in their discretion to the extent permitted
by law.

THE AURORA ACQUISITION

BACKGROUND

Commencing in the spring of 2001, Lewis W. Dickey, Jr., our Chairman,
President and Chief Executive Officer, engaged in several discussions with
Robert H. Sheridan, III, one of our directors and a senior vice president of BA
Capital, which is one of our largest shareholders, about the possible
acquisition of Aurora Communications by Cumulus Media. BACI, an affiliate of BA
Capital, is the largest equity owner of Aurora Communications. Mr. Sheridan is
also a senior vice president and managing director of BACI.

On May 4, 2001, at a regularly scheduled meeting of our Board, Mr. Dickey
informed the Board of the preliminary discussions he had held with Mr. Sheridan
concerning the possible acquisition of Aurora Communications by Cumulus Media.
The Board determined to preliminarily examine the procedures by which a
potential transaction could be considered, in light of the affiliations of Mr.
Sheridan and BA Capital with Aurora Communications. The Board also directed
Martin R. Gausvik, our Chief Financial Officer, to begin to gather and analyze
summary financial and other information concerning Aurora Communications for the
Board.

At the next meeting of our Board on July 2, 2001, the Board considered,
with representatives of Jones, Day, Reavis & Pogue, or Jones Day, our legal
counsel, the steps required for Cumulus Media to evaluate an acquisition of
Aurora Communications. The Board discussed the potential conflict of interest
regarding the Aurora transaction arising from the fact that Mr. Sheridan, a
member of our Board, was affiliated with both BA Capital, a principal
shareholder of Cumulus Media, and BACI, the largest equity owner in Aurora
Communications (and the fact that both such entities are affiliated with Bank of
America Corporation). As a result, the Board determined, and Mr. Sheridan
concurred, that Mr. Sheridan should recuse himself from all Board deliberations
concerning the possible acquisition of Aurora Communications by us. The Board
directed Mr. Dickey and Mr. Gausvik to continue to investigate a proposed
acquisition and to commence discussions with Aurora Communications.

On July 16, 2001, Mr. Dickey issued a proposal letter to Aurora
Communications, addressed to Frank D. Osborn, Aurora Communications' president
and chief executive officer, outlining our interest in pursuing an acquisition
by us of Aurora Communications' business. This letter contained preliminary
terms, proposing that we would acquire the assets of Aurora Communications in
exchange for 8.5 million shares of our common stock and $100 million in cash,
net of certain liabilities of Aurora Communications. In order to accommodate
regulatory concerns of BACI relating to ownership or control of broadcasting
licenses, the shares of common stock that we proposed to issue in the
acquisition would consist of a combination of shares of a class of non-voting
common stock, which would be issued to BACI, and shares of our Class A Common
Stock, which would be issued to the other owners of Aurora Communications.

During the period between July 16, 2001 and August 2, 2001, Mr. Dickey had
several telephone conversations with representatives of Aurora Communications
and with representatives of Deutsche Banc Alex. Brown, Aurora Communications'
financial advisor. On August 1, 2001, Aurora Communications' financial advisor
made a counter-proposal, proposing a purchase price for the transaction of 11.3
million shares of our stock and $100 million in cash, net of specified
liabilities of Aurora Communications.

On August 3, 2001, at a regular quarterly meeting of our Board, with Mr.
Sheridan absent for those discussions, Mr. Dickey reviewed the July 16, 2001
proposal letter and reported on the preliminary discussions he had held with
representatives of Aurora Communications, including Deutsche Banc Alex. Brown.
Mr. Dickey suggested to the Board that we should propose a counter-offer with a
purchase price of 10 million shares of our common stock and $100 million in
cash, net of specified liabilities. Mr. Dickey and Mr. Gausvik then provided
some analysis of the transaction if it were accomplished at this proposed price.
They discussed the price and structure of similar transactions and preliminary
views as to the accretion in value per share that the acquisition could provide
our shareholders, the effect the acquisition would have on reducing our debt
leverage ratios, and the fact that Aurora Communications would provide

us with a bigger marketing platform. They reviewed the assets owned by Aurora
Communications in some detail, as well as Arbitron market rank, ratings and
financial performance information.

Following the August 3 Board meeting, Mr. Dickey informed Aurora
Communications that we would consider a purchase price of 10 million shares of
common stock and $100 million in cash net of certain liabilities.

On August 6, 2001, Deutsche Banc Alex. Brown, on behalf of Aurora
Communications, submitted a term sheet that outlined a proposal by which we
would acquire, directly or indirectly, all of the membership interests of Aurora
Communications for a purchase price of 10 million shares of common stock and
$100 million in cash. The proposal contained other proposed terms, including an
$11.35 million cash pre-closing deposit to be made by us and held in an escrow
account to secure our performance prior to closing.

On August 8, 2001, a conference call took place among Mr. Dickey, Mr.
Gausvik and representatives of Jones Day, and Mr. Osborn and Aurora
Communications' counsel and financial advisors. The parties and their advisors
discussed the terms of the proposal. Our representatives advised Aurora
Communications that we objected to the pre-closing deposit. As for the purchase
price, we proposed that we be permitted at closing, at our option, to substitute
cash for up to $25 million in value of the Cumulus Media common stock to be
issued.

On August 9, 2001, Aurora Communications proposed a revised term sheet. Its
terms were similar to the August 6, 2001 term sheet, but the pre-closing deposit
was changed from $11.35 million in cash to one million shares of our common
stock, which based upon the trading price of our common stock at that time was
valued at $12.5 million.

During August 2001, we continued to conduct our financial and business due
diligence concerning Aurora Communications, and our counsel commenced legal due
diligence. Legal representatives for us and for Aurora Communications commenced
negotiations on an acquisition agreement.

During the period from mid-August through mid-September 2001, the parties,
principally through their respective attorneys, continued to negotiate the
material terms of the proposed transaction. We preliminarily agreed upon a
pre-closing deposit of 770,000 shares of our common stock, and that we would be
permitted at closing, at our option, to substitute cash for up to $25 million in
value of our common stock issuable as part of the purchase price, subject to
specified limitations.

In early September, 2001, and subsequent to the September 11, 2001
terrorist attacks on the United States, our common stock, as reported on The
Nasdaq Stock Market, began to trade at lower prices. On August 16, 2001, the
trading price for our common stock had been $13.34 per share; on September 18,
2001, it was $8.75 per share. In mid-September, Aurora Communications indicated
to Mr. Dickey that it wanted to re-evaluate the transaction.

On September 21, 2001, Mr. Dickey spoke with Mr. Sheridan, who indicated
that Aurora Communications would, notwithstanding the decline in the trading
price of our common stock that occurred since August, continue to explore the
acquisition. Aurora Communications proposed that the purchase price be revised
to increase the number of shares of our common stock from ten million to
10,551,182, that the cash component be reduced from $100 million to $93 million,
and that we also issue to the Aurora Sellers warrants, which would have a
one-year term, have a per-share exercise price equal to the average of the
closing trading price for our Class A Common Stock for a period preceding
signing of an acquisition agreement, and, in the aggregate, be exercisable for a
number of shares of our common stock equal to $10 million divided by the
exercise price. In addition, the pre-closing deposit would remain at 770,000
shares of our Class A Common Stock. Also, the option for Cumulus Media to pay up
to $25 million in cash in lieu of shares of our common stock of the same value
would be eliminated. Based on this proposal we and Aurora Communications
determined to continue to pursue the proposed acquisition.

During the period from September 24, 2001 through November 10, 2001, the
parties, principally through their respective attorneys, continued to negotiate
the terms of the transaction and negotiate the various related agreements.
During this time period, we held three Board meetings, two of which primarily
involved updates regarding the status of the negotiations and the terms of the
proposed transaction with Aurora Communications. Mr. Sheridan was not present
for any of those discussions.

On November 10, 2001, a meeting of our Board was held with representatives
of Jones Day and of Greenbridge, who had been engaged by us to provide a
fairness opinion to our Board in respect of the acquisition of Aurora
Communications. Greenbridge presented to our Board its analysis as to the
fairness to Cumulus Media of the total consideration, which was comprised of
cash, shares of Class A common stock, shares of non-voting common stock and
warrants, to be paid by us in the proposed acquisition, using various valuation
methodologies, based upon the proposed terms of the acquisition at that point in
the process. Greenbridge reported in the meeting that, pending resolution of the
remaining issues in the negotiations, it would be prepared to issue a fairness
opinion to our Board that the consideration to be paid in the proposed
transaction was fair from a financial point of view to us. Jones Day reported to
the Board on the material terms of the principal legal agreements related to the
acquisition. The Board, with all members present other than Mr. Sheridan,
determined to defer approval of the transaction until a Board meeting to occur
following the resolution of the remaining issues under negotiation with Aurora
Communications.

On November 14, 2001, our Board met again to discuss the acquisition of
Aurora Communications. Greenbridge gave the Board an update of its fairness
report -- updating its report for increases in the trading price for our common
stock that occurred since the prior Board meeting on November 10. The Board also
obtained a report from counsel on the status of the negotiations on legal
documents. The Board, with all members present other than Mr. Sheridan, then
approved the proposed terms of the Aurora acquisition and authorized the
executive officers to finalize the Aurora Acquisition Agreement and related
documents, subject to receipt of Greenbridge's written fairness opinion and
resolution of all remaining issues.

From November 15 through November 18, 2001, the parties continued to work
to finalize the legal documentation for the transaction. During this time
period, the trading price for our common stock continued to increase. The
trading price for our Class A Common Stock had closed on November 14, 2001, the
day of the prior Board meeting, at $10.125 per share, and as of the close of
business on November 16, 2001, it had increased to $12.00 per share. In light of
the increase in the stock price, on November 17, 2001, the representatives of
Cumulus Media and Aurora Communications negotiated a change in the warrant
consideration. As previously structured, the exercise price for the warrants was
to be based upon the thirty day closing trading average for our Class A Common
Stock that preceded the signing of the Aurora Acquisition Agreement. Inasmuch as
the parties expected to resolve all remaining issues and to sign the Aurora
Acquisition Agreement prior to the opening of the markets on November 19, 2001,
under that calculation the per-share-exercise price for the warrant shares would
have been approximately $7.46, and the warrants would have been for
approximately 1.34 million shares of our common stock. We and Aurora
Communications agreed upon a fixed exercise price for the warrants at $12.00 per
share, which was the closing price on November 16, 2001. This reduced the number
of shares of our common stock issuable upon exercise of the warrants to 833,333.

On November 18, 2001, the Board held another meeting. Mr. Dickey summarized
the change in the number of the warrants to be issued and the exercise price,
which was negotiated on the previous day. Greenbridge provided an update of its
financial analysis for the benefit of the Board, taking into account the
increased trading price of our common stock since its last report and the
revised exercise price of the warrants. Greenbridge then issued an updated oral
fairness opinion to the Board, which was later confirmed in writing, that the
consideration we would pay was fair, from a financial point of view, to us. The
Board, with all members present other than Mr. Sheridan, then voted to approve
the Aurora acquisition, and the related agreements. At that point, Mr. Sheridan
joined the meeting by telephone and, after a review for Mr. Sheridan's benefit
of the report from Greenbridge and from our counsel, the Board unanimously
approved the Aurora acquisition, and the Aurora Acquisition Agreement was
executed that
24

evening. On the morning of November 19, 2001, prior to the opening of trading,
we issued a press release announcing the Aurora acquisition.

Commencing during the week of January 7, 2002, the legal representatives of
BACI and Cumulus Media engaged in a series of discussions in an attempt to
ensure that the structure of the Aurora acquisition accommodated BACI's desire
to receive non-voting common stock, while also avoiding an overly-complex
capital structure for Cumulus Media. The articles of incorporation of Cumulus
Media provide for one class of non-voting stock -- our Class B Common Stock, but
those articles give specified holders of shares of Class B Common Stock the
right to consent to certain transactions, and also provide that shares of Class
B Common Stock are convertible into shares of our Class C Common Stock. After a
series of discussions, it was determined that if BACI would agree to relinquish
these consent and conversion rights, then Cumulus Media would issue shares of
Class B Common Stock to BACI in the Aurora acquisition. During the week of
January 14, 2002, the parties negotiated an amendment to the Aurora Acquisition
Agreement, which established that the shares of our non-voting stock we will
issue in the Aurora acquisition will be shares of our Class B Common Stock, and
obtained BACI's agreement to enter into a shareholder agreement whereby BACI
would agree that it would not exercise these consent or conversion rights
relative to the shares of Class B Common Stock it would receive. After having
been briefed on the terms and conditions of the amendment, and after receiving
written confirmation from Greenbridge that the amendment, had it been in effect
on November 18, 2001, would not have adversely affected the opinion that
Greenbridge issued to the Board on that date, and having received the consent of
the holder of a majority of the outstanding shares of our Class B Common Stock,
the Board approved the amendment. Shortly thereafter, the amendment was executed
by Cumulus Media and by representatives of the Aurora Sellers.

RECOMMENDATION OF THE BOARD OF DIRECTORS

At its meeting on November 18, 2001, all of the members of our Board other
than Mr. Sheridan, and then by unanimous vote including Mr. Sheridan after he
joined the meeting, determined that the terms and conditions of the Aurora
Acquisition Agreement were fair to, and in the best interests of, Cumulus Media
and our shareholders and approved the Aurora Acquisition Agreement and related
agreements. Accordingly, the Board recommends that you vote FOR approval of the
Aurora acquisition.

In considering the recommendation of our Board, you should be aware that
Mr. Sheridan, one of our directors, and BA Capital, one of our principal
shareholders, have interests that are different from, or in addition to, those
of our other shareholders. See "The Aurora Acquisition -- Interests of a
Director and Principal Shareholder of Cumulus Media in the Aurora Acquisition."

REASONS FOR THE AURORA ACQUISITION

In connection with our Board's approval of the Aurora Acquisition Agreement
and the Aurora acquisition, and its determination to recommend that our
shareholders approve the Aurora acquisition, our Board consulted with our
management and with our financial and legal advisors, and considered a number of
factors in determining that the consideration to be paid for the Aurora
acquisition is fair to, and in the best interests of, our shareholders. The
decision of our Board was based upon a number of potential benefits of the
Aurora acquisition and other factors that it believes could contribute to the
success of the combined company, and thus inure to the benefit of our
shareholders, including the following, the order of which does not necessarily
reflect their relative significance:

- Aurora Communications has achieved critical mass in its markets. Aurora
Communications has the #1- or #2-rated group of radio stations in each of
its markets. Located in the greater New York City metropolitan area,
Aurora Communications' markets have attractive demographics, and it has
been able to develop an expanded advertising base by operating radio
stations in contiguous markets.

- Aurora Communications has a strong operating performance and broadcast
cash flow. Aurora Communications has a history of strong operating
performance. In addition, in part as a result of
25

Aurora Communications' having demonstrated strong ratings growth in each
of its markets in both the Spring-2001 ratings period and the Fall-2001
ratings period, its broadcast cash flow margins have been enhanced.

- Anticipated reduction in debt leverage ratios. The combined company
should have lower debt leverage ratios than we currently have on our own.

- Anticipated accretion to earnings. The combined company should have
increased broadcast cash flow, increased earnings before interest, taxes,
depreciation and amortization, and increased after-tax cash flow, on a
per share basis, when compared to Cumulus Media on our own.

- Increased size and scale of operations. The addition of Aurora
Communications helps to solidify our position as the second largest radio
station company in the U.S., based on number of stations owned or
operated, and increases our total revenues, which should increase our
market capitalization.

- Geographical diversity. The addition of Aurora Communications' radio
stations to our company will further our geographical diversity by
establishing a significant presence in the greater New York City
metropolitan area.

- Fairness opinion. Our Board received the opinion of Greenbridge that the
consideration we are paying in the Aurora acquisition is fair, from a
financial point of view, to us.

In addition, our Board also identified and considered several potentially
negative factors to be balanced against the positive factors listed above,
including the following, the order of which does not necessarily reflect their
relative significance:

- the challenges associated with integrating radio stations in markets that
previously have not been served by Cumulus Media;

- our potential inability to retain key employees of Aurora Communications;

- increased concentration of ownership of shares of our common stock with
BA Capital and its affiliate, BACI;

- the potential impact on the trading price of our common stock that could
result from market overhang of the shares of our common stock that will
be available for immediate resale by the Aurora Sellers following the
completion of the Aurora acquisition.

Our Board, other than Mr. Sheridan, also took special note of the interests
of Mr. Sheridan, BA Capital and BA Securities in the Aurora acquisition, as
discussed under "The Aurora Acquisition -- Interests of a Director and Principal
Shareholder of Cumulus Media in the Aurora Acquisition."

After considering all of the relevant factors, as well as the form and
amount of consideration to be paid, our Board concluded that, on balance, the
potential benefits of the Aurora acquisition to us and our shareholders
outweighed the associated risks.

This discussion of the factors considered by our Board is not intended to
be exhaustive. In light of the variety of material factors considered in
connection with its evaluation of the Aurora acquisition, our Board did not find
it practicable to, and did not, quantify or otherwise assign relative weights to
the specific factors considered in reaching its determination. In addition, our
Board conducted an overall analysis of the factors described above and, in
considering these factors, individual members of our Board may have given
different weights to different factors. Our Board considered all of these
factors as a whole, and ultimately considered the factors to be favorable to,
and to support, its determination.

OPINION OF GREENBRIDGE PARTNERS LLC

Cumulus Media engaged Greenbridge to render an opinion as to the fairness
to us of the total consideration (as described below) to be paid by us in the
Aurora acquisition. On November 18, 2001, Greenbridge delivered its oral and
written opinion to our Board that, as of the date of the opinion and
26

based upon and subject to the assumptions, limitations and qualifications
described in the opinion, the total consideration to be paid by us was fair,
from a financial point of view, to Cumulus Media. In connection with the
amendment to the Aurora Acquisition Agreement that was entered into on January
23, 2002, Greenbridge confirmed to our Board that the amendment, had it been in
effect on November 18, 2001, would not have adversely affected the opinion that
Greenbridge issued to the Board on that date.

Greenbridge's opinion and the presentation Greenbridge made to our Board,
was, as described above, only one of many factors taken into consideration by
our Board in making its determination to approve the Aurora acquisition.

THE FULL TEXT OF GREENBRIDGE'S OPINION, WHICH SETS FORTH THE ASSUMPTIONS
MADE, GENERAL PROCEDURES FOLLOWED, MATTERS CONSIDERED AND LIMITATIONS ON THE
REVIEW UNDERTAKEN BY GREENBRIDGE, AND A COPY OF THE CONFIRMATION LETTER, DATED
JANUARY 23, 2002, ARE ATTACHED AS APPENDIX B-1 AND APPENDIX B-2 TO THIS PROXY
STATEMENT AND ARE INCORPORATED HEREIN BY REFERENCE. GREENBRIDGE'S OPINION SHOULD
BE READ CAREFULLY AND IN ITS ENTIRETY. GREENBRIDGE'S OPINION IS DIRECTED ONLY TO
THE FAIRNESS, FROM A FINANCIAL POINT OF VIEW, TO CUMULUS MEDIA OF THE TOTAL
CONSIDERATION TO BE PAID BY CUMULUS MEDIA, AND GREENBRIDGE'S ANALYSES WERE
PREPARED SOLELY FOR THE PURPOSES OF PROVIDING THE OPINION. GREENBRIDGE'S OPINION
DOES NOT CONSTITUTE A RECOMMENDATION TO OUR BOARD IN CONNECTION WITH ITS
CONSIDERATION OF THE AURORA ACQUISITION OR ADDRESS OUR UNDERLYING BUSINESS
DECISION TO EFFECT THE AURORA ACQUISITION. THE OPINION WAS PROVIDED FOR THE
INFORMATION OF OUR BOARD IN ITS EVALUATION OF THE AURORA ACQUISITION AND IS NOT
INTENDED TO BE AND DOES NOT CONSTITUTE A RECOMMENDATION TO YOU AS TO HOW YOU
SHOULD VOTE ON ANY MATTERS RELATING TO THE AURORA ACQUISITION. GREENBRIDGE'S
OPINION ALSO DOES NOT IMPLY ANY CONCLUSION AS TO THE LIKELY TRADING RANGE OR
VALUE FOR OUR COMMON STOCK FOLLOWING THE ANNOUNCEMENT OR CONSUMMATION OF THE
AURORA ACQUISITION, WHICH MAY VARY DEPENDING UPON VARIOUS FACTORS DISCUSSED IN
THE OPINION. THIS SUMMARY OF GREENBRIDGE'S OPINION IS QUALIFIED IN ITS ENTIRETY
BY REFERENCE TO THE FULL TEXT OF THE OPINION.

In connection with rendering its opinion, Greenbridge, among other things:

- reviewed certain publicly available business and financial information
relating to Cumulus Media that Greenbridge deemed to be relevant
including (a) the Annual Report on Form 10-K and related audited
financial statements for the two years ended December 31, 2000 and (b)
Quarterly Reports on Form 10-Q and related unaudited financial statements
for the quarterly periods ending March 31, 2000, June 30, 2000, September
30, 2000, March 31, 2001, June 30, 2001, and September 30, 2001;

- reviewed certain business and financial information provided by Aurora
Communications' management relating to Aurora Communications that
Greenbridge deemed to be relevant including (a) audited financial
statements for the fiscal year ended December 31, 2000 and the period
January 20, 1999 (commencement of operations) to December 31, 1999 for
Aurora Communications (b) audited financial statements for the two fiscal
years ended December 31, 2000 and December 31, 1999 for The Crystal Radio
Group, which was acquired by Aurora Communications in May, 2001, (c)
unaudited pro forma monthly income statements for the nine months ended
September 30, 2001, and (d) other financial information made available by
Aurora Communications;

- reviewed certain information, including financial forecasts, relating to
the business, earnings, cash flow, assets, liabilities and prospects of
Cumulus Media and Aurora Communications, as well as the amount and timing
of the cost savings and related expenses and synergies expected to result
from the Aurora acquisition, which information was furnished to
Greenbridge by Cumulus Media and Aurora Communications;

- conducted discussions with members of senior management of Aurora
Communications and Cumulus Media concerning the matters described in the
three items above, as well as their respective businesses and prospects
before and after giving effect to the Aurora acquisition and the expected
cost savings and synergies;

- discussed with the management teams of Cumulus Media and Aurora
Communications the impact of the terrorist attacks which occurred on
September 11, 2001 on each company's businesses and prospects;

- reviewed the results of operations of Aurora Communications and Cumulus
Media and compared them with those of certain publicly traded radio
broadcasting companies that Greenbridge deemed to be relevant;

- compared the proposed financial terms of the Aurora acquisition with the
financial terms of certain other transactions that Greenbridge deemed to
be relevant;

- reviewed the potential pro forma impact of the Aurora acquisition on
Cumulus Media's financial results;

- reviewed the final draft, dated November 15, 2001, of the Aurora
Acquisition Agreement; and

- reviewed such other financial studies and analyses and took into account
such other matters as Greenbridge deemed necessary, including
Greenbridge's assessment of general economic, market and monetary
conditions, as well as Greenbridge's experience in connection with
similar transactions and securities valuation generally.

In preparing its opinion, Greenbridge, with our permission, assumed and
relied on the accuracy and completeness of all information supplied or otherwise
made available to Greenbridge, discussed with or reviewed by or for Greenbridge,
or publicly available, and Greenbridge did not assume any responsibility for
independently verifying such information. Greenbridge did not undertake an
independent evaluation or appraisal of any of the assets or liabilities
(contingent or otherwise) of Aurora Communications or Cumulus Media and was not
furnished with any such evaluation or appraisal. In addition, Greenbridge did
not assume any obligation to conduct any physical inspection of the properties
or facilities of Aurora Communications or of Cumulus Media. With respect to the
financial forecast information and the expected cost savings and synergies
furnished to or discussed with Greenbridge by Aurora Communications or Cumulus
Media, Greenbridge was advised by management of Aurora Communications or Cumulus
Media, as applicable, and assumed, that the forecast information and expected
cost savings and synergies had been reasonably prepared and reflected the best
available estimates and judgment of Aurora Communications' or Cumulus Media's
managements at the time the information was prepared as to the expected future
financial performance of Aurora Communications or Cumulus Media, as the case may
be, and the expected cost savings and synergies. Greenbridge expressed no view
as to those forecasts or forecast information or the assumptions on which they
were based. Greenbridge has made no independent investigation of any legal
matters and accounting advice given to Cumulus Media or Aurora Communications
and their respective boards of directors, including, without limitation, advice
as to the accounting and tax consequences of the Aurora acquisition. Greenbridge
also assumed that the representations and warranties of each party contained in
the Aurora Acquisition Agreement were true and correct in all material respects,
that each party will perform all of the covenants and agreements required to be
performed by it under the Aurora Acquisition Agreement, and that the Aurora
acquisition would be consummated in accordance with the terms set forth therein
and without waiver of any of the material conditions to the Aurora acquisition
set forth in the Aurora Acquisition Agreement.

Greenbridge's opinion is necessarily based upon market, economic and other
conditions as they existed and could be evaluated on, and on the information
made available to Greenbridge as of, November 18, 2001. These conditions are
subject to rapid, substantial and unpredictable changes and they could impact
Greenbridge's opinion. Greenbridge assumed that in the course of obtaining the
necessary regulatory or other consents or approvals (contractual or otherwise)
for the Aurora acquisition, no restrictions, including any divestiture
requirements or amendments or modifications to the Aurora Acquisition Agreement
or any other documents to which either Cumulus Media or Aurora Communications is
a party, would be imposed that would have a material adverse effect on the
contemplated benefits of the Aurora acquisition to Cumulus Media. In addition,
because negotiations with DBBC were not finalized at the time that Greenbridge
was asked to deliver its opinion, Greenbridge, with Cumulus Media's consent, did
not

consider any effect that the acquisition of the broadcasting operations of DBBC
would have on Cumulus Media or Greenbridge's opinion.

In preparing its opinion to our Board, Greenbridge performed financial and
comparative analyses, the material portions of which are described below. The
summary of analyses set forth below does not purport to be a complete
description of the analyses underlying Greenbridge's fairness opinion or the
presentation made by Greenbridge to our Board. The preparation of a fairness
opinion is a complex analytic process involving various determinations as to the
most appropriate and relevant methods of financial analysis and the application
of those methods to the particular circumstances and, therefore, such an opinion
is not readily susceptible to partial analysis or summary description. No
company, business or transaction used in these analyses as a comparison is
identical to Aurora Communications, Cumulus Media or the contemplated Aurora
acquisition, nor is an evaluation of the results of such analyses entirely
mathematical. The process of preparing a fairness opinion necessarily requires a
broad range of complex considerations and subjective judgments with respect to
appropriate comparable companies and transactions, appropriate multiples of
various selected financial data, appropriate discount rates and other financial,
operating and other factors that could affect the Aurora acquisition, public
trading or other values of the companies, business segments or transactions
being analyzed.

In arriving at its opinion, while Greenbridge considered the results of all
of its analyses, Greenbridge did not attribute any particular weight to any
analysis or factor considered by it, but rather made various subjective
qualitative judgments as to the significance and relevance of each analysis and
factor. Accordingly, Greenbridge's analyses must be considered as a whole and
selecting portions of its analyses and the factors considered therein, without
considering all such analyses and factors, would create an incomplete view of
the analyses and the process underlying its opinion.

In performing its analyses, Greenbridge made numerous assumptions with
respect to industry performance, general business, economic, market and
financial conditions and other matters, many of which are beyond the control of
Greenbridge, Aurora Communications or Cumulus Media. The estimates contained in
the analyses performed by Greenbridge and the ranges of valuations resulting
from any particular analysis are not necessarily indicative of actual values or
predictive of future results or values, which may be significantly more or less
favorable than those suggested by these estimates and analyses. In addition,
estimates of the value of businesses or securities do not purport to be
appraisals or to reflect the prices at which these businesses or securities
might actually be sold. Accordingly, these analyses and estimates are inherently
subject to substantial uncertainty. Greenbridge noted that radio broadcasting
companies were significantly impacted by the terrorist attacks on September 11,
2001 as well as by the actions taken by the United States in response to such
events. The stock prices of radio broadcasting companies declined markedly
following the attacks. By November 16, 2001 however, the stock prices had
rebounded and for several companies exceeded the closing prices on September 10,
2001.

The following is a summary of the material financial and comparative
analyses performed by Greenbridge in arriving at its opinion and presented to
our Board. The Greenbridge opinion is based upon Greenbridge's consideration of
the collective results of all such analyses, together with the other factors
referred to in its opinion letter.

Total Consideration Paid by Cumulus Media for Aurora
Communications. Greenbridge defined the total consideration to be paid by
Cumulus Media for Aurora Communications as the sum of (1) the value of Cumulus
Media shares to be issued to Aurora Communications based on the closing price of
Cumulus Media's Class A Common Stock on November 16, 2001, (2) total cash
consideration, (3) the estimated value of the warrants issued by Cumulus Media
to the shareholders of Aurora Communications and (4) the estimated value of
specified liabilities of Aurora Communications. The estimated value of the
warrants was derived using the Black-Scholes model based on 833,333 shares of
Cumulus Media Class A Common Stock issuable upon exercise of the warrants at a
strike price equal to the closing price per share of Cumulus Media Class A
Common Stock on November 16, 2001, of $12.00 per share, and a one year term. The
estimated value of the liabilities of Aurora Communications to be effectively
assumed by Cumulus Media was provided by Cumulus Media management. Based on the
foregoing, Greenbridge

valued the total consideration at $224.8 million. Because the total
consideration includes stock and warrants, the value of the total consideration
is subject to change based on movements in the closing price of Cumulus Media's
Class A Common Stock.

Comparable Public Company Analysis. Greenbridge compared various measures
of financial performance for Aurora Communications to certain publicly traded
radio broadcasting companies that Greenbridge deemed to be comparable to Aurora
Communications. These comparable radio broadcasting companies included Beasley
Broadcast Group, Inc., Clear Channel Communications, Inc., Cox Radio, Inc.,
Emmis Communications Corp., Entercom Communications Corp., Hispanic Broadcasting
Corporation, Radio One Inc., Regent Communications, Inc., Saga Communications,
Inc., Salem Communications Corp. and Spanish Broadcasting System Inc.
Greenbridge compared the total consideration as a multiple of certain selected
financial data for Aurora Communications to the adjusted aggregate value of each
of the comparable radio broadcasting companies as of November 16, 2001 as a
multiple of the corresponding selected financial data. Greenbridge defined
adjusted aggregate value as fully diluted equity value as of November 16, 2001
using the treasury stock method plus total debt, preferred stock and minority
interest, less cash, cash equivalents and the estimated value of unconsolidated
and non-radio broadcasting assets.

In examining these comparable radio broadcasting companies, Greenbridge
analyzed the adjusted aggregate value of the companies as a multiple of each
company's calendar year projected 2001 broadcast cash flow, or BCF, and
projected 2002 BCF. Greenbridge also analyzed the equity value of each of the
comparable radio broadcasting companies as a multiple of each company's calendar
year projected 2001 after-tax cash flow, or ATCF, and projected 2002 ATCF. The
financial projections used for the comparable radio broadcasting companies were
based on Wall Street analysts' research reports. In each case, Greenbridge
compared the multiples of the comparable radio broadcasting companies to the
implied multiples for Aurora Communications based on the total consideration.
Greenbridge's analysis of the comparable radio broadcasting companies yielded
the following information:

ADJUSTED
AGGREGATE VALUE EQUITY VALUE AS
AS A MULTIPLE OF A MULTIPLE OF
ESTIMATED BCF ESTIMATED ATCF
----------------- ---------------
2001E 2002E 2001E 2002E
------- ------- ------ ------

AURORA COMMUNICATIONS.................................. 15.3x 13.5x 25.4x 19.7x
COMPARABLE RADIO BROADCASTING COMPANIES
Low.................................................. 10.9x 10.5x 11.2x 10.4x
Median............................................... 19.5x 16.5x 29.8x 25.4x
High................................................. 27.1x 25.9x 39.0x 38.1x

Using a multiple of estimated 2001 BCF of 15.0x to 20.0x yielded an implied
range of aggregate values of Aurora Communications from $220.8 million to $294.4
million. Using a multiple of estimated 2002 BCF of 13.5x to 18.0x yielded an
implied range of aggregate values of Aurora Communications from $224.5 million
to $299.3 million. Using a multiple of estimated 2001 ATCF of 25.0x to 32.0x
yielded an implied range of aggregate values of Aurora Communications from
$222.5 million to $261.4 million. Using a multiple of estimated 2002 ATCF of
17.5x to 28.0x yielded an implied range of aggregate values of Aurora
Communications from $208.8 million to $284.0 million. No company used in the
analysis of comparable public radio broadcasting companies is identical to
Aurora Communications. In evaluating the comparable publicly traded radio
broadcasting companies, Greenbridge made judgments and assumptions with regard
to industry performance, general business, economic, market and financial
conditions and other matters, many of which are beyond the control of Cumulus
Media and Aurora Communications, such as the impact of competition on Cumulus
Media or Aurora Communications and the industry generally, industry growth and
the absence of any material adverse change in the financial condition and
prospects of Cumulus Media or Aurora Communications, the industry or the
financial markets in general.

Selected Precedent Transactions Analysis. As part of its analysis,
Greenbridge reviewed numerous transactions involving radio broadcasting
companies since 1998. Greenbridge included in this analysis only

transactions that involved the acquisition of radio stations or broadcasting
companies of similar size to Aurora Communications or in markets similar to
those in which Aurora Communications operates. Greenbridge also categorized
these selected transactions into two groups based on total purchase price.

Total Purchase Price Greater Than or Equal to $100 Million:

- January 2001: Forstmann Little & Co./Citadel Communications Corp.

- June 2000: Beasley Broadcast Group, Inc./Centennial Broadcasting, LLC

- May 2000: Citadel Communications Corp./Dick Broadcasting Company, Inc.

- January 2000: Citadel Communications Corp./Bloomington Broadcasting
Holdings

- December 1999: Citadel Communications Corp./Liggett Broadcast, Inc.

- November 1999: Cumulus Media Inc./Connoisseur Communications

- October 1999: Citadel Communications Corp./Broadcasting Partners
Holdings, LP

- July 1999: Entercom Communications Corp./Sinclair Broadcast Group Inc.

- July 1998: Capstar Broadcasting Corporation/Triathlon Broadcasting
Company

Total Purchase Price Less Than $100 Million:

- August 2001: Regent Communications/Communications Corporation of America

- May 2001: Aurora Communications, LLC/Crystal Radio Group

- June 2000: Clear Channel Communications Inc./Roberts Radio LLC

- December 1999: Cumulus Media Inc./McDonald Media Group, Pacific Coast
Communications

- October 1999: Aurora Communications, LLC/Westchester Radio, LLC

- October 1999: Aurora Communications, LLC/WRKI, WAXB, WINE, WPUT

- August 1999: Aurora Communications, LLC/WEBE, WICC

- April 1999: Citadel Communications Corp./Fuller-Jeffrey Broadcasting
Companies, Inc.

- January 1999: Marathon Media Group LLC/Citadel Communications Corp.

For each of these transactions, Greenbridge reviewed the prices paid as a
multiple of projected current year BCF and projected forward year BCF. The
financial information for the precedent transactions was based on publicly
available information, Wall Street analyst research reports and information
provided by Aurora Communications and Cumulus Media. In each case, Greenbridge
compared the multiples of the precedent transactions to the implied purchase
multiple to be paid by Cumulus Media for Aurora

Communications based on the total consideration. Greenbridge's analysis of the
precedent transactions yielded the following information:

PURCHASE PRICE AS MULTIPLES
OF BCF
---------------------------
CURRENT YEAR FORWARD YEAR
------------ ------------

AURORA COMMUNICATIONS....................................... 15.3x 13.5x
PRECEDENT TRANSACTIONS > $ $100 Million
-
Low....................................................... 14.1x 10.5x
Median.................................................... 16.2x 15.1x
High...................................................... 20.0x 18.9x
PRECEDENT TRANSACTIONS < $100 Million
Low....................................................... 8.7x 6.9x
Median.................................................... 10.8x 9.5x
High...................................................... 12.5x 18.2x

Using a multiple of projected current year BCF of 10.0x to 18.0x yielded an
implied range of aggregate values of Aurora Communications from $147.2 million
to $265.0 million. Using a multiple of projected forward year BCF of 9.0x to
17.0x yielded an implied range of aggregate values of Aurora Communications from
$149.7 million to $282.7 million. Using a multiple of projected current year BCF
of 15.0x to 18.0x based on precedent transactions with a total purchase price
greater than or equal to $100 million yielded an implied range of aggregate
values of Aurora Communications from $220.8 million to $265.0 million. Using a
multiple of projected forward year BCF of 13.0x to 17.0x based on precedent
transactions with a total purchase price greater than or equal to $100 million
yielded an implied range of aggregate values of Aurora Communications from
$216.2 million to $282.7 million.

No transaction used in the analysis of the selected precedent transactions
is identical to the Aurora acquisition. In evaluating these transactions,
Greenbridge made judgments and assumptions with regard to industry performance,
general business, economic, market and financial conditions and other matters,
many of which are beyond the control of Cumulus Media and Aurora Communications,
such as the impact of competition on Cumulus Media or Aurora Communications and
the industry generally, industry growth and the absence of any material adverse
change in the financial condition and prospects of Cumulus Media or Aurora
Communications, the industry or the financial markets in general.

Discounted Cash Flow Analysis. Using a discounted cash flow analysis,
Greenbridge calculated a range of aggregate values for Aurora Communications as
of December 31, 2001 based on (1) the estimated unlevered free cash flows that
Aurora Communications could produce on a stand-alone basis, without giving
effect to any cost savings or other combination benefits arising from the Aurora
acquisition, over the five-year period from fiscal year end 2002 through fiscal
year end 2006 and (2) a range of 2006 terminal earnings before interest, taxes,
depreciation and amortization, or EBITDA, multiples from 11.0x to 13.0x applied
to 2006 EBITDA. Greenbridge discounted these cash flows by a range of discount
rates representing the weighted average cost of capital, or WACC, from 10.0% to
12.0%, resulting in a range of aggregate values as of December 31, 2001 from
$206.4 million to $255.9 million.

Contribution Analysis. Greenbridge compared the pro forma contribution of
each of Cumulus Media and Aurora Communications to the resultant combined
company assuming the Aurora acquisition is

completed. Pro forma contribution is based on Cumulus Media's and Aurora
Communications' management financial projections. Greenbridge's contribution
analysis yielded the following information:

% CONTRIBUTION
------------------------------
AURORA
CUMULUS MEDIA COMMUNICATIONS
------------- --------------

Enterprise Value........................................ 79.8% 20.2%
2001E BCF............................................... 80.7% 19.3%
2002E BCF............................................... 79.1% 20.9%
2001E EBITDA............................................ 78.8% 21.2%
2002E EBITDA............................................ 76.9% 23.1%
Enterprise Value based on Stand-Alone DCF Analyses...... 79.9% 20.1%

Pro Forma Discounted Cash Flow Analysis. Greenbridge analyzed the
potential impact of the Aurora acquisition on Cumulus Media's implied equity
value per share using a pro forma discounted cash flow analysis. The analysis
compares Cumulus Media's implied equity value per share on a stand-alone basis
to the resultant combined company's implied equity value per share. Greenbridge
calculated a range of implied per share equity values for Cumulus Media based on
(1) the estimated unlevered free cash flows that Cumulus Media could produce on
a stand-alone basis, without giving effect to any cost savings or other
combination benefits arising from the Aurora acquisition, over the five-year
period from fiscal year end 2002 through fiscal year end 2006, (2) a range of
2006 terminal EBITDA multiples from 11.0x to 13.0x applied to 2006 estimated
EBITDA and (3) a range of discount rates representing the WACC from 10.0% to
12.0%, resulting in a range of per share equity values for Cumulus Media on a
stand-alone basis as of December 31, 2001 of $10.07 to $14.79.

Greenbridge also calculated a range of implied per share equity values for
Cumulus Media based on (1) the estimated unlevered free cash flows that Cumulus
Media could produce on a pro forma basis, adjusted for the Aurora acquisition,
giving effect to cost savings from the elimination of Aurora Communications'
overhead expenses, over the five-year period from fiscal year end 2002 through
fiscal year end 2006, (2) a range of 2006 terminal EBITDA multiples from 11.0x
to 13.0x applied to 2006 estimated EBITDA and (3) a range of discount rates
representing the WACC from 10.0% to 12.0%, resulting in a range of per share
equity values for Cumulus Media, giving pro forma effect to the Aurora
acquisition, as of December 31, 2001 of $10.38 to $15.04.

Greenbridge's analysis indicated that completion of the Aurora acquisition
would result in implied accretion to Cumulus Media's stand-alone discounted cash
flow equity value per share of 1.7% to 3.1%.

Pro Forma Broadcast Cash Flow Analysis. Greenbridge analyzed the potential
impact of the Aurora acquisition on Cumulus Media's Class A Common Stock,
assuming that Cumulus Media's BCF multiples were to remain constant after the
Aurora acquisition. The analysis used Wall Street analysts' research reports'
estimates for projected 2001 and 2002 BCF and excluded potential overhead
expense reductions and other potential cost savings and combination benefits.
Greenbridge's analysis indicated that, based on 2001 BCF estimates, the Aurora
acquisition would result in a 0.8% implied share price dilution to Cumulus Media
Class A Common Stock and, based on 2002 BCF estimates, a 2.2% implied share
price accretion.

Pro Forma Earnings Before Interest, Taxes, Depreciation and Amortization
Analysis. Greenbridge analyzed the potential impact of the Aurora acquisition
on Cumulus Media's Class A Common Stock, assuming that Cumulus Media's EBITDA
multiples were to remain constant after the Aurora acquisition. The analysis
used Wall Street analysts' research reports' estimates for projected 2001 and
2002 EBITDA and included assumed cost savings equal to Aurora Communications'
corporate overhead expenses. Greenbridge's analysis indicated that, based on
2001 EBITDA estimates, the Aurora acquisition would result in a 12.6% implied
share price accretion to Cumulus Media Class A Common Stock and, based on 2002
EBITDA estimates, a 16.3% implied share price accretion.

Pro Forma After-Tax Cash Flow Analysis. Greenbridge analyzed the potential
impact of the Aurora acquisition on Cumulus Media's stand-alone 2001 and 2002
estimated after-tax cash flow per share. The analysis used Wall Street analysts'
research reports' estimates and included assumed cost savings equal to Aurora
Communications' corporate overhead expenses. Greenbridge's analysis indicated
that the Aurora acquisition would be accretive to our stand-alone estimated
after-tax cash flows per share for both 2001 and 2002.

The actual operating or financial results that will be achieved by the pro
forma combined company may vary from projected results and such variations may
be material as a result of, among other factors, industry performance, general
business, economic, market and financial conditions and other matters, many of
which are beyond the control of Cumulus Media and Aurora Communications, such as
the impact of competition on Cumulus Media or Aurora Communications and the
industry generally, industry growth and the absence of any material adverse
change in the financial condition and prospects of Cumulus Media or Aurora
Communications or the industry or in the financial markets in general.

Greenbridge is regularly engaged in the valuation of businesses and their
securities in connection with mergers and acquisitions and valuations for
corporate and other purposes. Our Board selected Greenbridge to act as our
financial advisor based on its qualifications, expertise, reputation and
knowledge of our industry. Greenbridge has not provided us with any services
prior to this engagement. Greenbridge does not beneficially own, nor has it ever
beneficially owned, any interest in Cumulus Media. Pursuant to an engagement
letter dated October 17, 2001, Cumulus Media agreed to pay Greenbridge's fees
for rendering a fairness opinion to our Board in connection with the Aurora
acquisition. We have also agreed to reimburse Greenbridge for its reasonable
out-of-pocket expenses (including fees of its counsel), and to indemnify
Greenbridge and specific related persons against specific potential liabilities
arising out of Greenbridge's rendering of services under its engagement letter.

INTERESTS OF A DIRECTOR AND PRINCIPAL SHAREHOLDER OF CUMULUS MEDIA IN THE AURORA
ACQUISITION

In considering the recommendation of our Board in connection with the
Aurora acquisition, you should be aware that Mr. Sheridan, one of our directors,
and BA Capital, one of our principal shareholders, have interests that are
different from, and in addition to, those of our other shareholders. Those
interests arise because BACI, an affiliate of BA Capital, owns a majority of the
equity interests in Aurora Communications and Mr. Sheridan is a senior vice
president and managing director of both BA Capital and BACI. In addition, BA
Securities, an affiliate of BA Capital and BACI, acted as one of the financial
advisors to Aurora Communications in connection with the transaction.
Furthermore, in connection with the new financing arrangements that we will
enter into in order to refinance our existing indebtedness and to finance the
cash portion of the Aurora acquisition, which are described in greater detail
under "Financing of the Acquisitions," BA Securities is acting as joint lead
arranger and joint bookrunner, and Bank of America, N.A. is acting as
syndication agent. Bank of America, N.A. is also an affiliate of BA Capital and
BACI. Finally, some of our other officers, directors and principal shareholders
have entered into a voting agreement pursuant to which they have agreed to vote
their shares of our common stock in favor of the Aurora acquisition. See "Other
Aurora Acquisition Matters -- The Voting Agreement."

Our Board, without Mr. Sheridan participating, considered these interests,
together with other relevant factors, in making its recommendation. These
interests that are different from, or in addition to yours, are as follows:

- BA Capital, one of our principal shareholders, owns 840,250 shares, or
approximately 3.0%, of our outstanding Class A Common Stock and 1,979,966
shares, or approximately 33.5%, of our outstanding non-voting Class B
Common Stock, which together represent approximately 2.0% of the
outstanding voting power of our common stock, as of December, 31, 2001.
BACI holds approximately 73% of the ownership interests in Aurora
Communications, and in connection with the Aurora acquisition, will
receive approximately 8,981,148 shares of our Class B Common Stock (which
may be converted on one-for-one basis into shares of Class A Common
Stock) and a

warrant to purchase up to approximately 709,333 shares of our Class A
Common Stock or Class B Common Stock. The number of shares, including
warrant shares, to be issued to BACI may increase or decrease based on
the final allocation of consideration among the Aurora Sellers. BA
Capital and BACI are each affiliates of Bank of America Corporation. The
shares of our Class B Common Stock that BACI will receive in the Aurora
acquisition will represent 62.1% of our outstanding Class B Common Stock
(assuming exercise of the warrant BACI will also receive), which have no
voting rights except in specified instances required by Illinois
corporate law.

- If the Aurora acquisition is consummated (but without taking into account
the DBBC acquisition), BA Capital and BACI will together own
approximately 1.9% of the voting power of our outstanding common stock,
represented by 840,250 shares of Class A Common Stock and 10,961,144
shares of Class B Common Stock. In addition, BACI will hold a warrant to
acquire approximately 709,333 shares of our Class A Common Stock or Class
B Common Stock. Assuming this warrant is exercised for shares of our
Class B Common Stock, BA Capital and BACI would together own
approximately 2.9% of our outstanding Class A Common Stock, approximately
74.8% of our outstanding Class B Common Stock, and none of our
outstanding Class C Common Stock. These shares would represent 1.9% of
the outstanding voting power of our common stock. Assuming conversion of
the shares of Class B Common Stock and the exercise of the warrant
(including the conversion of any shares of Class B Common Stock acquired
under the warrant into Class A Common Stock), BA Capital and BACI would
together own approximately 30.5% of our Class A Common Stock, and none of
our Class B Common Stock or Class C Common Stock. These shares of our
Class A Common Stock would represent 22.2% of the outstanding voting
power of our common stock. Assuming that both the Aurora acquisition and
the DBBC acquisition are approved by the shareholders, after giving
effect to both acquisitions and to the conversion of all shares of Class
B Common Stock owned by BA Capital and BACI, but none of the other shares
of Class B Common Stock (including shares issuable upon exercise of the
warrants to be issued to BACI), BA Capital and BACI would own about 27.0%
of our outstanding Class A Common Stock, representing about 20.3% of our
voting power.

- BA Capital is entitled to designate one member of our Board, and Mr.
Sheridan currently serves on our Board as BA Capital's designee. Mr.
Sheridan is a senior vice president and managing director of both BA
Capital and BACI. Mr. Sheridan is also a managing director of Bank of
America Capital Investors, or BofA Investors, one of the principal
investment groups within Bank of America Corporation.

ACCOUNTING TREATMENT OF THE AURORA ACQUISITION

We will account for the Aurora acquisition using the purchase method of
accounting for a business combination. Under this method of accounting, the
assets and liabilities of Aurora Communications, including intangible assets,
will be recorded at their fair market values and the results of operations and
cash flows of Aurora Communications will be included in our financial statements
in each case, prospectively from the completion of the acquisition.

GOVERNMENTAL AND REGULATORY APPROVALS

Hart-Scott-Rodino. Under the Hart-Scott-Rodino Antitrust Improvements Act
of 1976, as amended, or the HSR Act, the Aurora acquisition may not be completed
until specified information is furnished to the Federal Trade Commission and the
Antitrust Division of the Department of Justice, and specified waiting-period
requirements have expired or been terminated. Cumulus Media and Aurora
Communications filed the required notification and report forms with the Federal
Trade Commission and the Antitrust Division, and on December 21, 2001, we were
notified that early termination of the waiting period applicable to the Aurora
acquisition had been granted.

The termination of the waiting period under the HSR Act does not preclude
the Federal Trade Commission, the Antitrust Division, state authorities or
private parties from challenging the Aurora

acquisition on antitrust grounds. We believe that the Aurora acquisition does
not present any antitrust concerns.

FCC. In connection with the Aurora acquisition, Cumulus Media and Aurora
Communications must comply with the applicable provisions of the Communications
Act of 1934, as amended, known as the Communications Act, and the FCC's
regulations, before we can complete the Aurora acquisition. In particular, the
FCC must approve the transfer of control of the broadcasting licenses held by
Aurora Communications' subsidiaries from its existing owners to us. As part of
the FCC's determination whether to approve the Aurora acquisition, the FCC will
examine whether, after completing the acquisition, we will comply with the FCC's
limits on the number of radio stations that a company is permitted to own in a
single market. The FCC also may conduct additional ownership concentration
analyses and assess the effect on competition, diversity or other
public-interest considerations.

It can be a lengthy process to obtain the requisite approvals needed from
the FCC. In December 2001, we filed applications for consent to transfer control
of licenses to Cumulus Media. For a period of 30 days following public notice of
the applications' filing, third parties have an opportunity to file petitions-
to-deny or objections against the applications. The deadline for these filings
to occur was January 16, 2002 and no such petitions or objections were filed. We
have received preliminary approval orders from the FCC, and we expect those
orders to become final, assuming they are not challenged by third parties or
changed by the FCC itself, at the close of business on March 11, 2002.

The obligations of Cumulus Media and Aurora Communications to complete the
Aurora acquisition are subject to the condition that there be no decree, order
or injunction from the FCC or any other governmental authority with jurisdiction
over the Aurora acquisition, which prohibits the completion of the Aurora
acquisition.

ABSENCE OF APPRAISAL RIGHTS

Holders of shares of our common stock will not have any appraisal rights
pursuant to the Illinois Business Corporations Act in connection with the Aurora
acquisition.

THE AURORA ACQUISITION AGREEMENT

The following is a summary of the material terms and conditions of the
Aurora Acquisition Agreement. This summary is qualified in its entirety by
reference to the Aurora Acquisition Agreement, which is attached as Appendix A
and is incorporated by reference into this proxy statement. You should read the
entire Aurora Acquisition Agreement carefully to fully understand its terms.

STRUCTURE OF THE AURORA ACQUISITION

Aurora Communications is a limited liability company with 13 members. The
Aurora acquisition is comprised of the following integrated components to be
effected simultaneously:

- Aurora Management, a member of Aurora Communications, will merge with BA
Blocker Acquisition Corp., one of our wholly owned subsidiaries;

- AA Blocker Acquisition Corp., another one of our wholly owned
subsidiaries, will merge with and into Allied Aurora Acquisition Corp.,
one of the members of Aurora Communications that is owned jointly by
Allied Capital Corporation and Allied Investment Corporation; and

- the remaining members of Aurora Communications will sell their membership
interests to us directly.

In the merger of Aurora Management with BA Blocker Acquisition Corp., all
issued and outstanding shares of Aurora Management common stock will convert
into the right to receive approximately 8,981,162 shares of our common stock and
warrants to purchase approximately 709,334 shares of our common stock at an
exercise price of $12.00 per share. In order to accommodate regulatory concerns

involving the ownership or control of broadcasting licenses, BACI, the holder of
substantially all of the equity interests of Aurora Management, has requested
that the shares of our common stock that it receives be in the form of our
non-voting Class B Common Stock (and that the warrant it receives be to purchase
shares of Class A Common Stock or Class B Common Stock, as elected by BACI). The
remaining shareholders of Aurora Management will receive shares of our Class A
Common Stock (and warrants to purchase shares of our Class A Common Stock).

In consideration for the merger of AA Blocker Acquisition Corp. with Allied
Aurora Acquisition Corp., all issued and outstanding shares of Allied Aurora
Acquisition Corp. common stock will convert into the right to receive
approximately 399,569 shares of our Class A Common Stock and warrants to
purchase approximately 31,558 shares of our Class A Common Stock at an exercise
price of $12.00 per share.

The remaining members of Aurora Communications will receive approximately
1,170,451 shares of our Class A Common Stock, warrants exercisable for
approximately 92,441 shares of our Class A Common Stock at an exercise price of
$12.00 per share and approximately $10 million in cash, in exchange for their
membership interests in Aurora Comminations. In addition, we will repay
approximately $83 million of existing indebtedness of Aurora Communications,
based on a current projection of its debt level at the effective time of the
Aurora acquisition.

The overall consideration we will pay in the Aurora acquisition is
10,551,182 shares of our common stock, warrants exercisable to purchase up to
833,333 shares of our common stock at $12.00 per share, and $93 million in cash,
most of which will be used to retire existing indebtedness of Aurora
Communications and the balance of which will be paid to the members of Aurora
Communications. The allocation of the consideration among the Aurora Sellers
and, therefore, the exact number of shares of Class A Common Stock, Class B
Common Stock and warrants to be issued, and the amount of cash to be paid to
each individual Aurora Seller will be determined immediately prior to the
effective time of the Aurora acquisition by the Aurora Sellers. The aggregate
number of shares of our common stock and warrants to be issued and the amount of
cash to be paid will not change.

Of the common stock and cash we will issue in the Aurora acquisition, we
will withhold cash, shares or a combination of both equal to an aggregate market
value at the time of closing of $5 million and place this amount into escrow.
The escrowed consideration will provide a source to satisfy certain obligations
which may arise after closing and for which the Aurora Sellers have agreed to
reimburse us. The release of the shares or cash from escrow will be governed by
an escrow agreement to be signed by representatives of the Aurora Sellers and us
at the effective time of the Aurora acquisition. See "Other Aurora Acquisition
Matters -- The Closing Escrow Agreement."

We will file a registration statement with the SEC for the resale of all of
the shares of our Class A Common Stock that we will issue in the Aurora
acquisition, including the shares of Class A Common Stock that are issuable upon
conversion of the Class B Common Stock and the shares we will issue upon
exercise of the warrants. We have entered into a registration rights agreement
with the Aurora Sellers outlining our obligations in this matter. See "Other
Aurora Acquisition Matters -- The Registration Rights Agreement."

Upon the completion of all three components of the transaction, which will
occur effectively simultaneously, we will, directly or indirectly, own 100% of
the membership interests in Aurora Communications.

The Aurora Acquisition Agreement allows us to assign our rights under that
agreement to a wholly owned subsidiary. If we assign our rights, the actual
structure of our ownership of Aurora Communications following completion of the
Aurora acquisition may differ from that described above. Nevertheless, upon
completion of the Aurora acquisition we will own, either directly or through one
or more of our wholly owned subsidiaries, all of the membership interests in
Aurora Communications.

THE MERGERS

The Aurora Acquisition Agreement contains conditions that must be met in
order for the two mergers to be completed. After satisfaction or waiver of those
conditions, the mergers will be effective at the time BA Blocker Acquisition
Corp. and Allied Aurora Acquisition Corp. file certificates or articles of
merger with the Secretaries of State of Delaware and Maryland, or at a later
time that is set forth in those certificates or articles. BACI and Allied Aurora
Acquisition Corp. remain liable for any outstanding federal, state or local
taxes due by either of these corporations prior to the mergers, and will pay
estimates of their tax liabilities to Cumulus Media at the effective time of the
Aurora acquisition.

It is the intention that both mergers will qualify as tax-free
reorganizations such that no gain or loss will be recognized by the owners of
Aurora Management and of Allied Aurora Acquisition Corp. in connection with the
Aurora acquisition. There are no direct tax consequences to shareholders of
Cumulus Media as a result of the mergers.

THE PURCHASE AND SALE OF REMAINING MEMBERSHIP INTERESTS

The conditions in the Aurora Acquisition Agreement that must be met in
order for the mergers to be completed also apply to the completion of the
purchase and sale of the remaining membership interests in Aurora
Communications. After satisfaction or waiver of those conditions, the purchase
and sale of those membership interests will take place at the closing of the
Aurora acquisition. Also at that time, we will repay existing indebtedness of
Aurora Communications, which we estimate will be approximately $83 million.

CONSENT BY THE FCC

The Aurora acquisition will not occur unless the FCC approves the transfer
of control of the licenses held by Aurora Communications' subsidiaries to us. In
order to get FCC approval, we have filed, jointly with Aurora Communications and
its subsidiaries, applications for transfer of control of Aurora Communications'
subsidiaries holding the licenses, permits and authorizations used by Aurora
Communications' radio stations. We split the costs of the FCC-filing fees with
Aurora Communications. We have also agreed to sell any media interest we acquire
after the date of the Aurora Acquisition Agreement, if necessary to obtain FCC
approval.

The Aurora Acquisition Agreement states that the Aurora acquisition cannot
be completed unless and until the FCC order approving the transfer of control of
the licenses held by Aurora Communications' subsidiaries becomes a "Final
Order." Under applicable law and FCC rules, the FCC will issue an initial order
on the applications, and that order will become "Final" if the order has not
been challenged by third parties or changed by the FCC itself within certain
prescribed time limits. We have received preliminary approval orders from the
FCC, and we expect those orders to become final at the close of business on
March 11, 2002.

If the FCC has not approved the transfer of control by issuing a final
order within one year of the date of the Aurora Acquisition Agreement, either we
or the Aurora Sellers may terminate the Aurora Acquisition Agreement. See "The
Aurora Acquisition Agreement -- Termination."

CONDITIONS TO THE COMPLETION OF THE AURORA ACQUISITION

Each party's obligations to complete the Aurora acquisition are subject to
the satisfaction or waiver of the following conditions:

- the FCC has approved the applications for transfer of control of Aurora
Communications' licensee subsidiaries to us, and the other regulatory
authorities whose approval is necessary have approved of the Aurora
acquisition; and

- our shareholders have approved the Aurora acquisition.

Pursuant to the terms of the Aurora Acquisition Agreement, the condition
that our shareholders approve the Aurora acquisition requires that those matters
be approved by (a) the affirmative vote of a majority of the votes actually cast
at the special meeting by holders of shares of our Class A Common Stock and
Class C Common Stock, voting together as a single class, and (b) the affirmative
vote of a majority of the votes actually cast at the special meeting by those
holders of shares of our Class A Common Stock and Class C Common Stock
(excluding any Aurora Seller or its affiliates to the extent they hold Class A
Common Stock or Class C Common Stock), voting together as a single class. It is
possible, therefore, that we could obtain the votes required to approve the
Aurora acquisition, pursuant to the rules of The Nasdaq Stock Market, without
such shareholder vote representing a majority of the votes actually cast at the
special meeting by those holders of shares of our Class A Common Stock and Class
C Common Stock (excluding any Aurora Seller or its affiliates to the extent they
hold Class A Common Stock or Class C Common Stock), voting together as a single
class. In that event, we would have obtained the shareholder vote that is
required by applicable regulations, but would not have obtained the higher vote
requirement set forth as a condition to completion of the Aurora acquisition.
That condition to completion set forth in the Aurora Acquisition Agreement may
be waived, in whole or in part, by us and by the Aurora Sellers.

Our obligations to complete the Aurora acquisition are subject to the
satisfaction or waiver of the following conditions:

- the representations and warranties made by the Aurora Sellers in the
Aurora Acquisition Agreement and in any other certificate they delivered
in connection with that Agreement were true and correct when made, and
are true and correct at the closing of the Aurora acquisition (but this
condition will be satisfied if all breaches in the aggregate could not
reasonably be expected to have a material adverse effect on the business,
operations, conditions -- financial or otherwise -- or results of
operations of Aurora Communications and its subsidiaries);

- the Aurora Sellers have complied with and performed, in all material
respects, each of their covenants, agreements and obligations as required
by the Aurora Acquisition Agreement;

- our receipt of an opinion of our tax counsel to the effect that the
merger involving Aurora Management qualifies as a tax-free reorganization
under the Internal Revenue Code; and

- our receipt of the financing required to complete the Aurora acquisition.

The obligations of the Aurora Sellers are subject to the satisfaction or
waiver of the following conditions:

- the representations and warranties we made in the Aurora Acquisition
Agreement and in any other certificate we delivered in connection with
that Agreement were true and correct when made, and are true and correct
at the effective time of the Aurora acquisition (but this condition will
be satisfied if all breaches in the aggregate could not reasonably be
expected to have a material adverse effect on the business, operations,
conditions -- financial or otherwise -- or results of operations of
Cumulus Media and our subsidiaries);

- we have complied with and performed, in all material respects, each of
our covenants, agreements and obligations as required by the Aurora
Acquisition Agreement;

- a registration statement for resale of the shares of our Class A Common
Stock to be issued to the Aurora Sellers has been declared effective by
the SEC, and no stop order is in effect, and those shares have been
approved for listing upon notice of issuance by The Nasdaq Stock Market;

- BACI has received an opinion from its tax counsel to the effect that the
merger involving Aurora Management qualifies as a tax-free reorganization
under the Internal Revenue Code; and

- we have provided evidence that all shareholder class action litigation
relating to our restatement of certain revenues and expenses in the first
three quarters of fiscal year 1999 has been settled or is no longer
pending.

REPRESENTATIONS AND WARRANTIES

We have made representations and warranties about us, our material
subsidiaries and our respective businesses, as well as two of our other
subsidiaries, BA Blocker Acquisition Corp. and AA Blocker Acquisition Corp. and
their businesses, which representations and warranties are customary for a
transaction of this nature. These representations and warranties relate to:

- our corporate existence, power and qualifications to do business and our
subsidiaries' corporate existence, power and qualifications to do
business;

- our articles of incorporation and bylaws, and our subsidiaries' articles
of organization and limited liability company agreements;

- our capital structure;

- the necessary corporate authorization and governmental approvals, for us
and our subsidiaries, to enter into the Aurora Acquisition Agreement and
carry out the Aurora acquisition;

- the absence of a breach of our or our subsidiaries' articles of
incorporation, bylaws, or material agreements, or any violation of laws
to which we or our subsidiaries are subject, as a result of entering into
the Aurora Acquisition Agreement and the Aurora acquisition;

- outstanding or threatened litigation against or affecting us or our
subsidiaries;

- the issuance of the shares of our common stock and warrants to be issued
as consideration in the Aurora acquisition;

- SEC filings we have made;

- the sufficiency of funds to permit us to consummate the Aurora
acquisition;

- the truth and accuracy of the information relating to us and our
subsidiaries furnished for use in this proxy statement and any
registration statements we prepare in connection with the Aurora
acquisition;

- certain material contracts of ours and our subsidiaries;

- the required vote of our shareholders to approve the issuance of shares
and warrants for the consummation of the Aurora acquisition;

- our investment intentions as to the membership interests in Aurora
Communications;

- the equity interests, debts, liabilities, obligations and operations of
our subsidiaries;

- our and our subsidiaries' not being investment companies, as defined in
Section 368(a) of the Internal Revenue Code or as defined by the
Investment Company Act of 1940;

- the absence of any fact or circumstance that could reasonably be expected
to prevent the mergers from qualifying as tax-free reorganizations under
Section 368(c) of the Internal Revenue Code;

- our and our subsidiaries' FCC licenses, permits, approvals, construction
permits and authorizations; and

- the truth and accuracy of our representations and warranties.

Aurora Communications and its members (including Aurora Management, Allied
Aurora Acquisitions Corp. and each of their shareholders) have also made
customary representations and warranties, including as to:

- corporate existence, power and qualifications of Aurora Communications
and its subsidiaries to do business and carry out the Aurora acquisition;

- the membership structure and corporate structure of Aurora Communications
and its subsidiaries;

- the equity interests owned by Aurora Communications and its subsidiaries;

- the necessary authorizations and governmental approvals for Aurora
Communications to enter into the Aurora Acquisition Agreement and carry
out the Aurora acquisition;

- the absence of a breach of the certificate of organization and limited
liability company agreements, or material agreements, or any violation of
laws to which Aurora Communications or its subsidiaries are subject, as a
result of Aurora Communications or its subsidiaries entering into the
Aurora Acquisition Agreement and the Aurora acquisition;

- the financial statements and revenue reports of Aurora Communications and
its subsidiaries;

- outstanding or threatened litigation against or affecting Aurora
Communications or its subsidiaries;

- compliance with laws, court orders and governmental permits by Aurora
Communications and its subsidiaries;

- FCC licenses, permits, approvals, construction permits, and
authorizations, and authorizations from other governmental entities, held
by certain subsidiaries of Aurora Communications;

- the assets of Aurora Communications and its subsidiaries;

- certain contracts of Aurora Communications and its subsidiaries;

- the accounts receivable of Aurora Communications and its subsidiaries;

- the insurance policies of Aurora Communications and its subsidiaries;

- the absence of certain changes in the respective businesses of Aurora
Communications and its subsidiaries since December 31, 2000;

- the intangible property of Aurora Communications and its subsidiaries;

- environmental matters relating to Aurora Communications and its
subsidiaries;

- employee benefit plans of Aurora Communications and its subsidiaries;

- labor matters relating to Aurora Communications and its subsidiaries;

- the absence of any undisclosed liabilities of Aurora Communications or
its subsidiaries;

- taxes and tax returns of Aurora Communications and its subsidiaries;

- certain barter agreements of subsidiaries of Aurora Communications;

- related-party relationships of owners of Aurora Communications, or
shareholders of those owners;

- the truth and accuracy of the representations and warranties of Aurora
Communications and its owners; and

- fees and expenses associated with the Aurora acquisition.

The owners of Aurora Communications, other than Aurora Management and
Allied Aurora Acquisition Corp., have also made customary representations and
warranties, including as to:

- title to membership interests in Aurora Communications;

- capacity, power and authority to enter into the Aurora Acquisition
Agreement and the Aurora acquisition;

- the absence of a breach of charter documents, bylaws, membership
agreements (or partnership agreements, if applicable), or material
agreements, or a violation of laws to which the member is subject, as a
result of entering into the Aurora Acquisition Agreement and the Aurora
acquisition; and

- outstanding or threatened litigation affecting the owner's ability to
consummate the Aurora acquisition.

BACI has also made customary representations and warranties, including as
to:

- corporate existence, power and qualifications of Aurora Management to do
business;

- the capital structure of Aurora Management;

- the corporate power and authority of Aurora Management to enter into the
Aurora Acquisition Agreement and the Aurora acquisition, and the absence
of a breach of the certificate of incorporation, bylaws or material
agreements of Aurora Management, or a violation of laws to which Aurora
Management is subject, as a result of entering into the Aurora
Acquisition Agreement and the Aurora acquisition;

- outstanding or threatened litigation against Aurora Management;

- the equity interests and assets owned by Aurora Management;

- the liabilities, debts or obligations held by Aurora Management; and

- taxes and tax returns of Aurora Management.

Allied Aurora Acquisition Corp. and its shareholders have also made
customary representations and warranties, including as to:

- corporate existence, power and qualifications of Allied Aurora
Acquisition Corp. to do business;

- the capital structure of Allied Aurora Acquisition Corp.;

- the corporate power and authority of Allied Aurora Acquisition Corp. to
enter into the Aurora Acquisition Agreement and the Aurora acquisition,
and the absence of a breach of certificate of incorporation, bylaws or
material agreements of Allied Aurora Acquisition Corp., or a violation of
laws to which Allied Aurora Acquisition Corp. is subject, as a result of
entering into the Aurora Acquisition Agreement and the Aurora
acquisition;

- outstanding or threatened litigation against Allied Aurora Acquisition
Corp.;

- the equity interests and assets owned by Allied Aurora Acquisition Corp.;

- the liabilities, debts or obligations held by Allied Aurora Acquisition
Corp.; and

- taxes and tax returns of Allied Aurora Acquisition Corp.

Finally, the shareholders of Aurora Management and Allied Aurora
Acquisition Corp. have made customary representations and warranties, including
as to:

- title to shares;

- capacity, power and authority to enter into the Aurora Acquisition
Agreement and carry out the Aurora acquisition;

- the absence of a breach of charter documents, bylaws, membership or
partnership agreements, if applicable, or laws or material agreements, or
a violation of any laws to which they are subject, as a result of
entering into the Aurora Acquisition Agreement and the Aurora
acquisition; and

- outstanding or threatened litigation affecting the ability of the
shareholders to consummate the Aurora acquisition.

CERTAIN COVENANTS

From the date of the Aurora Acquisition Agreement to the effective date of
the Aurora acquisition, we and certain of our subsidiaries have agreed to
operate our radio stations and conduct our businesses in

all material respects in the ordinary course of business, consistent with past
practices. Specifically, we have agreed that we will, and certain of our
subsidiaries will:

- operate our radio stations in a manner consistent with the normal and
prudent operation of commercial broadcast radio stations of similar size
and format and in accordance in all material respects with the rules and
regulations of the FCC and our FCC licenses, except to the extent that
failure to do so would not have a material adverse effect on us; and

- not, without consent from BACI:

- enter into any transaction where any person or group acquires at least
20% of the voting power of our common stock or where we are not the
surviving corporation;

- enter into a sale, lease or transfer of a material amount of our assets,
or any liquidation or reorganization;

- by any act or omission, surrender, forfeit or fail to renew under
regular terms, or adversely modify, the FCC authorization of a material
number of our radio stations; give the FCC grounds to institute any
proceedings for the revocation, suspension or modification of the FCC
authorizations for a material number of our radio stations; or fail to
use commercially reasonable efforts to prosecute any pending FCC
applications; or

- enter into an acquisition or disposition (other than the DBBC
acquisition) involving assets whose market value is at least 10% of our
assets minus our liabilities, determined as of the last day of the most
recently completed fiscal quarter.

Prior to the effective time of the Aurora acquisition, the Aurora Sellers
have agreed that they will not, and Aurora Communications' radio stations will
not:

- by any act or omission surrender, modify adversely, forfeit, or fail to
renew under customary terms any of their FCC authorizations, or give the
FCC grounds to institute any proceeding for the revocation, suspension or
modification of any of their FCC authorizations, or fail to use
commercially reasonable efforts to prosecute any pending FCC
applications;

- issue or grant any option to acquire any membership interest or any other
interest convertible into a membership interest in Aurora Communications
or any of its subsidiaries;

- declare, set aside or pay any dividend or other distribution in respect
of any membership interest of Aurora Communications, except under certain
specified circumstances;

- terminate or amend any material contract, or cancel, modify or waive any
material debts or claims held by Aurora Communications or any of its
subsidiaries, or waive any material rights of value, except in the
ordinary course of business consistent with past practice;

- do any act or omit to do any act which will cause a material breach or
default in any of the material contracts of Aurora Communications and its
subsidiaries;

- mortgage, pledge or subject to any lien or other encumbrance (other than
those permitted by the Aurora Acquisition Agreement) any portion of the
assets of Aurora Communications or any of its subsidiaries, other than
pursuant to certain existing credit facilities;

- sell, transfer or otherwise dispose of any assets of Aurora
Communications or any assets of its subsidiaries valued at more than
$50,000 in the aggregate;

- adopt or amend any Aurora Communications benefit plan (or any plan that
would be an Aurora Communications benefit plan if adopted), except for
the renewal of benefit plans in the ordinary course of business, or enter
into, adopt, extend (beyond the effective time of the Aurora
acquisition), renew or amend any collective bargaining agreement or other
contract with any labor organization, union or association, except in
each case as required by applicable laws;

- grant to any executive officer or employee of Aurora Communications or
any of its subsidiaries any increase in compensation or benefits, except
in the ordinary course of business and consistent with past practice or
as may be required under existing agreements;

- incur, assume or guarantee any liabilities, obligations or indebtedness
for borrowed money other than pursuant to certain existing credit
facilities;

- except as provided in the Aurora Acquisition Agreement, pay, loan or
advance any amount to, or sell, transfer or lease any assets of Aurora
Communications or any of its subsidiaries to, or enter into any agreement
or arrangement with, an affiliate;

- make any change in any method of accounting or accounting practice or
policy other than those required by GAAP;

- except as provided in the Aurora Acquisition Agreement, acquire by
merging or consolidating with, or by purchasing a substantial portion of
the assets of, or by any other manner, any business or any corporation,
partnership, association or other business organization or its division
or otherwise acquire any assets that are valued, individually or in the
aggregate, in excess of $200,000;

- make or incur any capital expenditure that, individually or in the
aggregate, is in excess of $300,000;

- enter into any lease of real property, or enter into a contract with
total payments of more than $50,000 or a term of more than six months,
without our consent;

- accelerate the collection of or discount or factor its accounts
receivable other than in the ordinary course consistent with past
practice;

- by any act or omission, permit Aurora Communications or any of its
subsidiaries to undertake any action or omission which would cause it to
breach any of the representations set forth in the Aurora Acquisition
Agreement; or

- authorize any of, or commit or agree to take, whether in writing or
otherwise, any of the actions just described.

During the period from the date of the Aurora Acquisition Agreement to the
effective time of the Aurora acquisition, the Aurora Sellers have agreed to
cause the business of Aurora Communications and its subsidiaries to be operated
and conducted in the ordinary course and consistent with past practices. The
Aurora Sellers will have sole responsibility for the Aurora Communications radio
stations and their operations, and during this period, they have agreed to cause
Aurora Communications and its subsidiaries to:

- operate their radio stations in a manner consistent with the normal and
prudent operation of commercial broadcast radio stations of similar size
and format and in accordance in all material respects with the rules and
regulations of the FCC and the FCC authorizations, and file all reports,
applications, responses and other documents required to be filed with
respect to the radio stations during this period, and deliver to Cumulus
Media within five days after filing with the FCC copies of these reports,
applications, responses and other documents, including a copy of any FCC
inquiries to which the filing is responsive (and in the event of an oral
FCC inquiry, Aurora Communications will furnish a written summary of the
inquiry);

- use their commercially reasonable efforts to preserve intact the goodwill
and staff of Aurora Communications and its subsidiaries and their
relationships with advertisers, customers, suppliers, employees,
contracting parties, governmental authorities and others having business
relations with Aurora Communications or its subsidiaries;

- maintain in full force and effect all material permits which are
presently held and are required for the operation of the business as
presently conducted;

- maintain all of the material assets of Aurora Communications and its
subsidiaries in a manner consistent with past practices (reasonable wear
and tear excepted) and maintain the types and levels of insurance
currently in effect in respect of the assets, including real property;

- subject to the Aurora Acquisition Agreement, upon any damage, destruction
or loss to any material asset of Aurora Communications and its
subsidiaries, apply any insurance proceeds received to the prompt repair,
replacement and restoration to the condition of that asset before the
event or, if required, to another (better) condition as may be required
by applicable laws;

- manage the working capital of Aurora Communications and its subsidiaries
consistent with past practices (except for the repayment of certain
existing debt); and

- pay in full all fees and expenses associated with the Aurora acquisition,
and afterward, maintain a minimum of $500,000 in cash at the effective
time of the Aurora acquisition.

Aurora Management shareholders with respect to Aurora Management, and the
Allied Aurora Acquisition Corp. shareholders with respect to Allied Aurora
Acquisition Corp., have agreed to operate their corporations in the ordinary and
usual course of business and consistent with past practices. Prior to the
effective time of the Aurora acquisition, the two corporations will not:

- issue or sell any shares of stock or securities convertible into or
exchangeable for shares of stock or grant any right to purchase any
shares of stock or any securities convertible into or exchangeable for
shares of stock;

- declare, set aside or pay any dividend or other distribution in respect
of those securities; or

- by any act or omission, undertake any action or omission which would
cause Aurora Management or Allied Aurora Acquisition Corp. to breach any
of the representations set forth in the Aurora Acquisition Agreement.

In addition to the covenants just described relating to the conduct of our
and the Aurora Sellers' businesses, the parties have made several other
covenants.

Specifically, we have made the following additional covenants:

- from and after the effective time of the Aurora acquisition, to give
access to our books and records relating to the period ending at the
effective time of the Aurora acquisition, as needed for the Aurora
Sellers' tax returns and other specified purposes;

- to hold the special meeting of our shareholders as soon as practicable
and to prepare and file, and have cleared by the SEC, the documents
appropriate for the special meeting (including this proxy statement), as
well as use reasonable best efforts to obtain shareholder approval;

- not to take any actions, including the acquisition of, or agreement to,
acquire media interests or to program radio stations that would cause any
delay of FCC consent, or the expiration of any applicable waiting period
or early termination under the HSR Act;

- to take any actions, or not take any actions, as may be necessary so that
the mergers of Aurora Management into BA Blocker Acquisition Corp. and AA
Blocker Acquisition Corp. into Allied Aurora Acquisition Corp. both will
qualify as reorganizations under Section 368(a) of the Internal Revenue
Code; and

- to make certain payments after the effective time of the Aurora
acquisition to Mr. Osborn under his existing employment agreement with
Aurora Communications.

The Aurora Sellers have made the following additional covenants:

- To give us access to the facilities, properties, books and records of
Aurora Communications and its subsidiaries;

- from the date of the Aurora Acquisition Agreement to the earlier of (1)
proper termination of the Agreement; (2) the effective time of the Aurora
acquisition; or (3) one year from the date of the Agreement, not to:

- sell, transfer or otherwise dispose of any equity or other interest in
Aurora Management or Allied Aurora Acquisition Corp., or in Aurora
Communications, its subsidiaries, or a material portion of their assets;

- seek, provide information for, or enter into any agreement to do so; or

- seek, provide information for, or enter into any agreement for the
merger, consolidation, sale, lease or other disposition of all or any
material portion of the assets, business, rights or FCC authorizations
of Aurora Communications or its subsidiaries; except that any of the
Aurora Sellers may transfer their interests to an affiliate, family
member or trust as long as the recipient agrees to be bound by the terms
of the Aurora Acquisition Agreement;

- to inform us of any notice of hazardous discharge or substance they
receive from a governmental authority, and promptly conduct all necessary
investigations in connection with the notice;

- to give us all regularly prepared unaudited financial statements of
Aurora Communications, Aurora Management and Allied Aurora Acquisition
Corp. prepared after the date of the Aurora Acquisition Agreement;

- to prepare and file all necessary tax returns, and to cooperate with us
in preparing and filing tax returns for the tax period straddling the
effective time of the Aurora acquisition;

- to pay all taxes and fees in connection with the Aurora acquisition;

- to cooperate with us in all respects if we decide, at our cost, to order
title insurance, surveys, environmental audits, inspections, reports or
studies relating to any radio-station site or office-site of Aurora
Communications or its subsidiaries; and

- to provide us information necessary for us to prepare this proxy
statement and any registration statements we prepare in connection with
the Aurora acquisition. They further agree that this information will not
contain any statement which, when made and in light of the circumstances
under which it is made, is false or misleading with respect to any
material fact, or omit to state any material fact necessary to correct
any earlier statement that has become false or misleading.

Finally, we and the Aurora Sellers mutually agreed:

- to notify each other of any change in, or any of the information
contained in, the representations and warranties described above, or of
any event or circumstance which, if it had occurred on or prior to the
date of the Aurora Acquisition Agreement would cause any of the
representations or warranties not to be true and correct;

- to make the required filings in connection with the Aurora acquisition
under the HSR Act with the Federal Trade Commission and the Antitrust
Division of the United States Department of Justice, and to request early
termination of the waiting period for these filings. We split the costs
of these filings evenly with Aurora Communications;

- to consult with each other prior to issuing any press releases or making
any announcement relating to the Aurora Acquisition Agreement or the
Aurora acquisition;

- except and to the extent required by law, not to disclose or use any
confidential information furnished or to be furnished in connection with
the Aurora acquisition; and

- to take those actions, or refrain from taking those actions, as may be
reasonably necessary so that the mergers will qualify as tax-free
reorganizations under Section 368(a) of the Internal Revenue Code.

TERMINATION

Prior to the effective time of the Aurora acquisition, the Aurora
Acquisition Agreement may be terminated as follows:

- by mutual agreement of us and the representatives of the Aurora Sellers;

- by either us or the representatives of the Aurora Sellers, if:

- the FCC does not approve the transfer of control of the licenses held by
Aurora Communications' licensee subsidiaries to us,

- our shareholders do not approve the Aurora acquisition at a duly held
meeting, or the shareholders meeting to approve the Aurora acquisition
is not held by November 18, 2002,

- we have not completed the financing arrangements required to consummate
the Aurora acquisition by the later of three business days after the
receipt of our shareholders' approval of the Aurora acquisition and ten
business days after the receipt of final FCC approval of the transfer of
control of the FCC licenses, or

- the Aurora acquisition has not been completed by November 23, 2002;

- by us, if:

- any of the Aurora Sellers has continued in a material breach of the
Aurora Acquisition Agreement for 30 days after they receive our notice
of the breach, the breach is not cured by the earlier of the end of the
30-day period or the effective time of the Aurora acquisition (but if
the breach is curable and the Aurora Seller is exercising due diligence,
then the cure period will continue past the 30-day period, but in any
case end on the effective time of the Aurora acquisition), and we are
not in breach,

- our Board has withdrawn its approval or recommendation of the Aurora
Acquisition Agreement and the Aurora acquisition, or

- any loss, damage or other occurrence prevents broadcast transmissions by
certain of Aurora Communications' radio stations for more than three
continuous days, as long as we exercise this right of termination within
ten days of receiving notice from Aurora Communications of the
disruption in transmission. Otherwise, we may not terminate, and Aurora
Communications must restore transmissions before 15 days after the date
the Aurora acquisition would have been effective. If restoration would
cost more than $1 million over any insurance coverage, Aurora
Communications may terminate unless we agree to bear the excess cost of
restoration.

- by the representatives of the Aurora Sellers, if:

- we have continued in a material breach of the Aurora Acquisition
Agreement for 30 days after we receive notice of the breach, and the
breach is not cured by the earlier of the end of the 30-day period or
the effective time of the Aurora acquisition (but if the breach is
curable and the Aurora Seller is exercising due diligence, then the cure
period will continue past the 30-day period, but in any case end on the
effective time of the Aurora acquisition), and the Aurora Sellers are
not in breach, or

- any loss, damage or other occurrence prevents broadcast transmission by
20 of our radio stations for more than three continuous days, as long as
Aurora Communications exercises this right of termination within ten
days of receiving notice from us of the disruption in transmission.
Otherwise, Aurora Communications may not terminate, and we must restore
transmissions before 15 days after the date the Aurora acquisition would
have been effective. If restoration would cost more than $1 million over
any insurance coverage, we may terminate unless Aurora Communications
agrees to bear the excess cost of restoration; and

- by BACI, if:

- there is an announcement or commencement of a tender or exchange offer
for our common stock that would result in a person or group owning more
than 50% of our common stock;

- we enter into substantive negotiations with respect to a transaction
where a person or group acquires at least 50% of the voting power of our
common stock or where we are not the surviving corporation;

- we enter into a sale, lease or transfer of a material amount of our
assets or any liquidation or reorganization; or

- we enter into substantive negotiations with respect to an acquisition or
disposition (other than the DBBC acquisition) involving assets whose
market value is at least 10% of our assets minus our liabilities as of a
specified time.

Upon termination of the Aurora Acquisition Agreement by any party, the
other parties remain liable for any breach prior to termination and for payment
and performance of their indemnification obligations. See "The Aurora
Acquisition Agreement -- Indemnification."

If the Aurora Acquisition Agreement is terminated under certain specified
circumstances, then Aurora Communications will receive the 770,000 shares of our
common stock that were placed in escrow on the date of the Aurora Acquisition
Agreement. The escrow agreement governing these shares and the conditions of
their release to Aurora Communications are more fully described under "Other
Aurora Acquisition Matters -- The Pre-Closing Escrow Agreement."

We have agreed to file a registration statement with the SEC to permit the
resale of those 770,000 shares in the event that the Aurora Acquisition
Agreement is terminated and those shares are released to Aurora Communications.
We have signed a registration rights agreement outlining our obligations in this
matter. See "Other Aurora Acquisition Matters -- The Registration Rights
Agreement."

INDEMNIFICATION

We have agreed to reimburse any of the Aurora Sellers for any claim against
them resulting from a breach of a warranty we gave or a failure to fulfill any
covenant or agreement we had or any certificate we executed, including the tax
representation letters that we delivered in support of the treatment of the
mergers as reorganizations under the provisions of Section 368(a) of the
Internal Revenue Code, in connection with the Aurora Acquisition Agreement.

The Aurora Sellers have severally agreed to reimburse us and our
subsidiaries for any claim against us resulting from a breach of a warranty they
gave or a failure to fulfill any covenant or agreement they had or any
certificate they executed, in connection with the Aurora Acquisition Agreement.
The indemnification obligation of each Aurora Seller is limited to a portion of
an asserted claim, with that portion being equal to its proportionate interest
in Aurora Communications, except in specified cases.

In addition, the Aurora Sellers, according to their individual interests in
Aurora Communications, have agreed to reimburse us for any Federal, state or
local taxes incurred by Aurora Communications or its subsidiaries up to the
effective time of the Aurora acquisition. BACI, in respect of Aurora Management,
and the shareholders of Allied Aurora Acquisition Corp., in respect of that
company, have agreed to reimburse us for any claim against us resulting from
taxes owed up to the effective time of the Aurora acquisition by Aurora
Management or Allied Aurora Acquisition Corp., as the case may be, including any
taxes owed by Aurora Management or Allied Aurora Acquisition Corp. as a result
of the mergers, except to the extent such taxes result from a breach of the tax
representation letters that we delivered in support of the mergers as
constituting reorganizations under the provisions of Section 368(a) of the
Internal Revenue Code.

Generally, each representation, warranty, indemnification, covenant and
agreement by the parties to the Aurora Acquisition Agreement will survive the
effective date of the Aurora acquisition. However, any

claim against another party for misrepresentation or breach of warranty must be
made within one year of the effective time of the Aurora acquisition, subject to
specified exceptions described below. Claims for reimbursement are subject to a
ceiling: from the effective time of the Aurora acquisition, no party will have
to reimburse another party for misrepresentation or breach of warranty in excess
of $10 million (or, in the case of a reimbursement claim we make against a
specific Aurora Seller, that Seller's respective percentage interest in the
ceiling amount). Claims for reimbursement are also subject to a minimum
threshold: no party will have to reimburse another party until the aggregate
value of reimbursement claims against the party exceeds $250,000 (or, in the
case of a reimbursement claim we make against a specific Aurora Seller, that
Seller's respective percentage interest in the threshold amount). After that,
the party must reimburse for all amounts in excess of the threshold (but only up
to the ceiling).

(Reimbursement Chart)
Each box represents a claim for reimbursement. When
added together by stacking them, liability for
reimbursement is illustrated; a party is only liable for the
value of claims above the threshold and below the ceiling.

The time limitation, ceiling and threshold do not apply to representations
and warranties by:

- us, on organization, and on good standing and capitalization;

- Aurora Communications and its members, on organization, and on ownership
structure and title to assets;

- members of Aurora Communications, other than Aurora Management and Allied
Aurora Acquisition Corp., on title to membership interests, and on
capacity, power and authority;

- Aurora Management and Allied Aurora Acquisition Corp., on organization
and standing, on capitalization, and on no investments, operations and
liabilities; and

- shareholders of Aurora Management and Allied Aurora Acquisition Corp. on
title to shares and on capacity, power and authority.

Claims based on misrepresentation or breach of these representations and
warranties can be brought at any time, for the full amount. The ceiling and
threshold also do not apply to claims of fraud, or knowing or intentional
misrepresentation or breach. All representations and warranties on taxes survive
for the applicable statute of limitations and are also not subject to the
ceiling and threshold. Finally, all environmental representations and warranties
survive for three years or until we enter into specified transactions involving
control of our voting stock or sale of our assets, but after the first
anniversary of the effective time of the Aurora acquisition are subject to a
threshold of $750,000 (taking into consideration all other claims for
reimbursement).

TERMS OF THE CLASS B COMMON STOCK

As part of the consideration to be paid for the ownership interests in
Aurora Communications, we have agreed to issue shares of our non-voting Class B
Common Stock. These shares will be issued to BACI, which has requested that the
shares it receives in the Aurora acquisition be non-voting stock in order to
accommodate regulatory concerns involving the ownership or control of
broadcasting licenses. The terms of the Class B Common Stock are summarized
below. In the Aurora acquisition, we will issue approximately 8,981,148 shares
of Class B Common Stock and a warrant exercisable within one year from the date
of issuance to purchase approximately 709,333 shares of Class A Common Stock or
Class B Common Stock, at an exercise price of $12.00 per share. The exact number
of shares of Class B Common Stock and warrants to purchase shares of Class A
Common Stock or Class B Common Stock to be issued to BACI will be determined
shortly before the effective time of the Aurora acquisition.

Voting Rights. All actions submitted to a vote of our shareholders are
voted on by holders of Class A Common Stock and Class C Common Stock, voting
together as a single class. Holders of Class B Common Stock are not entitled to
vote, except with respect to the following fundamental corporate actions:

- any proposed amendment to our articles of incorporation or bylaws;

- any proposed merger, consolidation or other business combination, or
sale, transfer or other disposition of all or substantially all of our
assets;

- any proposed voluntary liquidation, dissolution or termination of Cumulus
Media; and

- any proposed transaction resulting in a change of control, except as set
forth below.

The consent of the holders of a majority of outstanding shares of Class B
Common Stock, voting separately as a class, is required to approve the
fundamental corporate actions referred to above; provided that these consent
rights will, with respect to any holder of Class B Common Stock, cease (and that
holder's shares of Class B Common Stock will not be included in determining the
aggregate number of shares of Class B Common Stock outstanding for consent
purposes) upon the failure of that holder (together with its affiliates) to
beneficially own at least 50% of the shares of our common stock held by that
holder immediately prior to the consummation of our initial public offering on
July 1, 1998. Pursuant to the shareholder agreement described under "The
Shareholder Agreement; Restrictions on the Shares of Class B Common Stock," BACI
has agreed to restrict the consent rights of the shares of Class B Common Stock
that it receives in the Aurora acquisition.

In addition to the voting rights described above, our articles of
incorporation provide that, so long as BA Capital (together with its affiliates)
continues to own not less than 50% of the shares of common stock it held
immediately prior to the consummation of our initial public offering on July 1,
1998, the holders of the Class C Common Stock will be entitled to elect a
director, who will be a BA Capital designee, to our Board. We may not take any
of the following actions without the unanimous vote of our Board (including the
Class C director):

- enter into any transaction with any of our affiliates or amend or
otherwise modify any existing agreement with any of our affiliates, other
than transactions with affiliates that are on terms no less favorable to
us than we would obtain in a comparable arm's-length transaction with a
person not our affiliate, and which are approved, after the disclosure of
the terms of the transaction, by a vote of the majority of our Board
(provided that any director that is an interested party or an affiliate
of an interested party will not be entitled to vote and will not be
included in determining whether a majority of our Board has approved the
transaction);

- issue any shares of our Class B Common Stock or shares of our Class C
Common Stock;

- acquire (by purchase or otherwise) or sell, transfer or otherwise dispose
of assets having a fair market value in excess of 10% of our
shareholders' equity as of the last day of the preceding fiscal quarter
that financial statements are available; or

- amend, terminate or otherwise modify any of the provisions governing the
voting or conversion rights of our Class B Common Stock or Class C Common
Stock.

The holders of the Class C Common Stock have entered into an agreement with
BA Capital providing that the holders of the Class C Common Stock will elect the
person designated by BA Capital as the Class C director. Our articles of
incorporation provide that, if BA Capital's designee is not a director and so
long as BA Capital (together with its affiliates) continues to own not less than
50% of the shares of our common stock it held immediately prior to the
consummation of our initial public offering, we may not take any of the actions
described above without the affirmative vote of the holders of the majority of
the outstanding shares of Class B Common Stock, voting separately as a class.

Dividends and Other Distributions (Including Distributions upon Liquidation
or Sale of Cumulus Media). Each share of Class B Common Stock shares equally in
dividends and other distributions in cash, stock or property (including
distributions upon our liquidation and consideration to be received upon a sale
or conveyance of all or substantially all of our assets) with all other classes
of our common stock; except that in the case of dividends or other distributions
payable on the common stock in shares of that stock, including distributions
pursuant to stock splits or dividends, only shares of the same class will be
distributed to that class. In no event will any one class of our common stock be
split, divided or combined unless each other class is proportionately split,
divided or combined.

Convertibility of Class B Common Stock into Class A Common Stock or Class C
Common Stock. The Class B Common Stock is convertible, at the option of the
holder, into Class A Common Stock or Class C Common Stock on a share-for-share
basis. The holder must first receive all required authorizations from the proper
governmental authorities. Pursuant to the shareholder agreement, BACI has agreed
to restrict the convertibility into shares of Class C Common Stock of the Class
B Common Stock that BACI receives in the Aurora acquisition.

The Class B Common Stock is also transferable. A record or beneficial owner
of shares of Class B Common Stock (or Class C Common Stock that was converted
from Class B Common Stock) may transfer those shares (whether by sale,
assignment, gift, bequest, appointment or otherwise) to any transferee, provided
that all required authorizations from the proper governmental authorities have
been obtained. At the time of a transfer, the shares of transferred Class B
Common Stock (or Class C Common Stock that was converted from Class B Common
Stock) will convert automatically into shares of Class A Common Stock, and the
transferee of the converted common stock will receive share certificates for
Class A Common Stock. In addition, the transferor must pay any transfer taxes.

As a condition to any proposed transfer or conversion, the person who
intends to hold the transferred or converted shares may not be a "disqualified
person." A person will be disqualified if our Board, that person or the FCC
determines that the fact of ownership of shares of our common stock could,
before or after giving effect to a conversion or transfer:

- cause us or any of our subsidiaries to violate the multiple,
cross-ownership, cross-interest or other rules, regulations, policies or
orders of the FCC;

- result in our disqualification or the disqualification of any of our
subsidiaries as a licensee of the FCC; or

- would cause us to violate the provisions with respect to foreign
ownership or voting of our stock or any of our subsidiaries as set forth
in Section 310(b)(3) or (4) of the Communications Act, as applicable.

Upon objection by a person our Board has disqualified, we or that person
shall, when appropriate, apply for a determination by the FCC. If the FCC makes
no determination within 90 days from the date of the application or if we and
the person determine that it is inappropriate to make any application to the
FCC, we and the person agree to submit the determination to an arbitrator,
mutually agreeable to us and the person.

In the event of a final determination that a person is disqualified, that
person will promptly take any and all actions necessary or required by the FCC
to cease being a disqualified person. Our articles of incorporation states that
all shares of common stock will bear a legend regarding restrictions on transfer
and ownership.

Preemptive Rights. Neither the Class B Common Stock nor any other class of
our common stock carry any preemptive rights enabling a holder to subscribe for
or receive shares of our stock of any class or any other securities convertible
into shares of our stock.

Liquidation, Dissolution or Winding Up. In the event of any liquidation,
dissolution or winding up of Cumulus Media, whether voluntarily or
involuntarily, after

- payment or provision for payment of our debts and other
liabilities, and

- the preferential amounts that the holders of any stock ranking
prior to our common stock in the distribution of assets are entitled upon
liquidation,

the shareholders of each of our classes of common stock will be entitled to
share in our remaining assets according to their proportionate interests.

OTHER AURORA ACQUISITION MATTERS

THE PRE-CLOSING ESCROW AGREEMENT AND THE EFFECT OF TERMINATION

In connection with the Aurora acquisition, we entered into an escrow
agreement pursuant to which we placed 770,000 shares of our Class A Common Stock
into escrow on the date of the Aurora Acquisition Agreement.

Upon receiving certain specified notices from either us or representatives
of the Aurora Sellers, the escrow agent will release the 770,000 shares. The
escrow agent will release the shares to Aurora Communications (the shares having
become issued and outstanding only at the time the escrow agent is required to
release the shares to Aurora Communications) if the Aurora Acquisition Agreement
is terminated:

- by us, if (1) our shareholders do not approve the Aurora acquisition at a
duly held meeting; (2) the shareholders meeting to approve the Aurora
acquisition is not held by November 18, 2002; (3) our Board has withdrawn
its approval or recommendation of the Aurora acquisition, or (4) we have
not completed the financing arrangements required to consummate the
Aurora acquisition by the later of three business days after receipt of
our shareholders' approval of the Aurora acquisition and ten business
days after the date the FCC issues the final order permitting the
transfer of control of the FCC licenses, or

- by representatives of the Aurora Sellers, if (1) we are in continuing
material breach of the Aurora Acquisition Agreement; or (2) our
shareholders do not approve the Aurora acquisition at a duly held
meeting, or

- by representatives of the Aurora Sellers if (1) our shareholders meeting
to approve the Aurora acquisition is not held by November 18, 2002, or
(2) we have not completed the financing arrangements required to
consummate the Aurora acquisition by the later of three business days
after receipt of our shareholders' approval of the Aurora acquisition and
ten business days after the date the FCC issues the final order
permitting the transfer of control of the FCC licenses, and in either
case the Aurora Sellers are not in material breach of their
representations, warranties or covenants under the Aurora Acquisition
Agreement, or

- by BACI, if (1) there is an announcement or commencement of a tender or
exchange offer for our common stock that would result in a person or
group owning more than 50% of our common stock; (2) we enter into
substantive negotiations with respect to a transaction where a person or
group acquires at least 50% of the voting power of our common stock or
where we are not the surviving
52

corporation; (3) we enter into a sale, lease or transfer of a material
amount of our assets or any liquidation or reorganization, or (4) we
enter into substantive negotiations with respect to an acquisition or
disposition (other than the DBBC acquisition) involving assets whose
market value is at least 10% of our assets minus our liabilities as of a
specified time; and the tender or exchange offer or extraordinary
corporate transaction is consummated within 180 days of the termination
of the Aurora Acquisition Agreement.

The escrow agent will release the shares to us if:

- the Aurora Acquisition Agreement is terminated for any other reason; or

- the Aurora acquisition is consummated.

Either party may challenge the notification given to the escrow agent by
the other party. Upon such a challenge, the escrow agent will seek judicial
intervention.

Should the pre-closing escrow shares be released to Aurora Communications,
the value of those shares will constitute damages to Aurora Communications, and
will be its (and all of its subsidiaries', members' and its members'
shareholders') sole and exclusive remedy for damages against us under the Aurora
Acquisition Agreement. At that point, we (or our affiliates, subsidiaries or
shareholders) would have no further obligations in connection with the Aurora
Acquisition Agreement.

THE CLOSING ESCROW AGREEMENT

At the effective time of the Aurora acquisition, we will enter into a
second escrow agreement governing the cash, shares of our common stock or a
combination of both we will withhold from the consideration due to the Aurora
Sellers. The escrowed consideration will provide us with a source we can use to
satisfy certain possible claims for which the Aurora Sellers have agreed to
reimburse us.

If a claim subject to reimbursement is made against us within one year of
the effective time of the Aurora acquisition, we will give notice to the escrow
agent and to the representatives of the Aurora Sellers. If, after 30 days, there
is no objection from the representatives, the escrow agent will release to us
the cash value of, or the number of shares whose aggregate market value is equal
to, the claim amount. The aggregate market value will be based on the market
price at the time the claim is made or the effective time of the Aurora
acquisition, whichever is higher.

If there is an objection within 30 days of our notice, then the escrow
agent will hold the disputed amount until either we and the representatives of
the Aurora Sellers agree to the proper claim amount, or until a court decides
the issue.

On the first anniversary of this escrow agreement, the escrow agent will
release the cash and shares remaining in escrow to the Aurora Sellers, except to
the extent we have a claim against those shares which has not fully been
resolved.

THE REGISTRATION RIGHTS AGREEMENT

We also entered into a registration rights agreement in which we granted
specified registration rights to Aurora Communications, with respect to the
770,000 pre-closing escrow shares, and to the Aurora Sellers, with respect to
the shares of our Class A Common Stock (including those shares of Class A Common
Stock issued upon conversion of the Class B Common Stock or upon exercise of the
warrants) being issued to them as consideration for their interests in Aurora
Communications.

In the registration rights agreement we agreed to prepare and file a
registration statement with the SEC that will cover the resale, on a continuous
basis, of all of the pre-closing escrow shares potentially issuable to Aurora
Communications. We are required to file the registration statement and to use
our

commercially reasonable best efforts to cause the registration statement to be
declared effective by the SEC as promptly as practicable after filing, and to
remain effective until the earliest to occur of:

- the effective time of the Aurora acquisition;

- the date on which these shares have been sold; or

- two years from the date the pre-closing escrow shares are issued.

We will pay all expenses associated with the registration of these shares,
excluding any brokers' commissions or similar fees of securities-industry
professionals, and any transfer taxes relating to the sale or disposition of
these shares.

In addition, we agreed to prepare and file a second registration statement
with the SEC, within 15 days following the date that this proxy statement is
first sent to our shareholders. This second registration statement will cover
the resale, on a continuous basis, of the shares of Class A Common Stock issued
at the effective time of the Aurora acquisition (including those shares of Class
A Common Stock issued upon conversion of the Class B Common Stock or upon
exercise of the warrants) to the Aurora Sellers. We will use our commercially
reasonable best efforts to cause this second registration statement to be
declared effective by the SEC as promptly as reasonably practicable after filing
and to remain effective until the earlier to occur of:

- the date on which all of those shares have been sold; or

- three years from the date the shares covered by this registration
statement are issued.

The registration rights agreement grants further rights, called demand
registration rights, to BACI. Starting after 30 months from the date of the
registration rights agreement, BACI can require from time to time, without
limitation as to the number of times, that we register for resale any shares of
our common stock that it received in the Aurora acquisition that it still holds.
The agreement also grants rights, called piggyback registration rights, to the
other Aurora Sellers. The piggyback registration rights allow the Aurora Sellers
to have their shares of our common stock received in the Aurora acquisition
included in any future public offering of our common stock. Both the demand
registration rights and the piggyback registration rights expire once the shares
of our common stock issued in the Aurora acquisition have all been sold or
otherwise disposed of.

THE SHAREHOLDER AGREEMENT; RESTRICTIONS ON THE CLASS B COMMON STOCK

In most circumstances, holders of our Class B Common Stock are not entitled
to vote on matters before our shareholders, but holders of our Class B Common
Stock do have special class voting rights, or consent rights, with respect to
specified fundamental corporate actions or other restricted actions, as
described in our articles of incorporation. Further, holders of our Class B
Common Stock may convert their shares into shares of our Class A Common Stock or
our Class C Common Stock, on a one-to-one basis. For a summary of the terms of
our Class B Common Stock, see "Terms of the Class B Common Stock."

In part as an inducement to us to issue shares of our Class B Common Stock
to BACI, BACI has agreed to enter into a shareholder agreement with us at the
effective time of the Aurora acquisition, limiting its rights as a holder of our
Class B Common Stock with respect to the shares of our Class B Common Stock to
be issued to BACI as consideration for the Aurora acquisition. Specifically, the
shareholder agreement will provide that:

- BACI will not, directly or indirectly, convert the shares of Class B
Common Stock issued to BACI in the Aurora acquisition into shares of our
Class C Common Stock;

- BACI, and its affiliates, will vote the shares of Class B Common Stock
issued to BACI in the Aurora acquisition with the majority of other
holders of Class B Common Stock in those matters in which holders of
Class B Common Stock are entitled to vote pursuant to the terms of the
articles of incorporation; and

- in the event BACI, or one of its affiliates, converts shares of Class B
Common Stock into Class A Common Stock, and subsequently makes a
reasonable determination that it, or its affiliate, is restricted or
prohibited from owning shares of Class A Common Stock because of
regulatory concerns, we will, upon request, exchange those shares of
Class A Common Stock for shares of Class B Common Stock, all of which
shares would remain subject to the limitations of certain rights imposed
by the shareholder agreement.

This shareholder agreement will terminate at the earlier of: (1) the
transfer of all of the shares of Class B Common Stock issued to BACI in the
Aurora acquisition to a third party; or (2) 20 years from the date of the
shareholder agreement.

THE VOTING AGREEMENT

In connection with the Aurora acquisition, Lewis W. Dickey, Jr. (our
Chairman, President and Chief Executive Officer, and one of our directors), John
W. Dickey (our Executive Vice President, and one of our shareholders), DBBC of
Georgia, L.L.C. (another of our shareholders, which is controlled by Messrs. L.
Dickey, J. Dickey and their brothers, David W. Dickey and Michael W. Dickey),
Richard W. Weening (one of our directors and principal shareholders), and CML
Holdings, Quaestus & Co. Inc. and Quaestus Partner Fund (three more of our
shareholders; and each controlled by Mr. Weening) have entered into a voting
agreement with respect to their shares of our common stock. Those shareholders
have agreed to vote in favor of the proposal to approve the Aurora acquisition.
Together, the group represents approximately 38.2% of our voting power as of
December 31, 2001, and will be deemed to be persons not affiliated with BACI or
the other Aurora Sellers for purposes of determining whether the Aurora
acquisition was approved by a majority of the votes actually cast at the special
meeting by holders of our Class A Common Stock and Class C Common Stock who were
not affiliated with BACI or the other Aurora Sellers. Additionally, the parties
subject to the voting agreement, other than Mr. Weening, CML Holdings, Quaestus
& Co. and Quaestus Partner Fund, have agreed not to dispose of their shares
except under certain circumstances prior to completion of the Aurora
acquisition.

PRIOR NOTICE OF SHARE TRANSFERS BY BACI

In connection with entering into the Aurora Acquisition Agreement, BACI,
the majority-owner of Aurora Management, and BA Capital, one of our principal
shareholders, have each agreed to provide us at least 60 days prior written
notice of any proposed transfer, by either of them, of shares of our common
stock that represent, or are convertible into shares constituting, more than 10%
of the voting power of our common stock. This notice obligation begins at the
effective time of the Aurora acquisition, and ends 91 days later.

NON-COMPETITION AGREEMENTS

In connection with the execution of the Aurora Acquisition Agreement, we
entered into non-competition agreements with Frank D. Osborn, the chief
executive officer and president, and Vincent M. Cremona, a senior vice
president, of Aurora Communications. Under these non-competition agreements, Mr.
Osborn, for a period of three years from the effective time of the Aurora
acquisition, and Mr. Cremona, for a period of one year from the effective time
of the Aurora acquisition, will agree not to compete with the business of Aurora
Communications in the area in which its radio stations operate. In addition,
Messrs. Osborn and Cremona have agreed not to solicit or encourage any person
who was an employee or consultant of Aurora Communications or its subsidiaries
prior to the Aurora acquisition and who becomes an employee or consultant of us
or our affiliates immediately after the Aurora acquisition to leave the
employment of, or to cease to work under contract with, us or our affiliates.

In addition, Mr. Osborn's agreement provides that, for the three year
period, he will not hire any employee who has left the employment of us or our
affiliates (other than as a result of the termination of such employment by us
or our affiliates) within one year after the termination of such employee's
employment with us or our affiliates.

During the periods of their non-competition agreements, Messrs. Osborn and
Cremona also will keep confidential and not directly or indirectly divulge,
furnish, make accessible to anyone, nor use or otherwise appropriate for his own
benefit or to the detriment of Aurora Communications or us, any confidential
information, unless disclosure or use is required by any law or court order or
the confidential information is generally known to the industry or the public.

THE WARRANTS TO PURCHASE COMMON STOCK

As described above, as part of the consideration for the ownership
interests in Aurora Communications that we will acquire in the Aurora
acquisition, we have agreed to issue warrants to purchase shares of our common
stock to the Aurora Sellers. The warrants are exercisable in the aggregate for
up to 833,333 shares of our common stock. The warrants to be issued to BACI,
exercisable for up to approximately 709,333 shares, are exercisable for either
our Class A Common Stock or Class B Common Stock. The warrants may be exercised
at any time up to one year after the effective time of the Aurora acquisition,
at an exercise price of $12.00 per share of common stock. The number of shares
subject to the warrants and the exercise price will automatically adjust to
compensate for a stock dividend, stock split, stock combination or other,
similar transaction that we may undertake. The warrants are not subject to
redemption, and currently there are no warrants outstanding. The exact number of
shares of Class A Common Stock and Class B Common Stock issuable upon exercise
of the warrants will be determined immediately prior to the effective time of
the Aurora acquisition. See "The Aurora Acquisition Agreement -- Structure of
the Aurora Acquisition."

INFORMATION REGARDING AURORA COMMUNICATIONS

BUSINESS OF AURORA COMMUNICATIONS

Aurora Communications is a radio broadcasting platform company formed by
Mr. Osborn, a longtime broadcasting industry veteran, and BACI in early 1999 to
pursue a strategy of acquiring, consolidating and operating radio stations in
medium-to-small-sized markets across the U.S. Since its formation, Aurora
Communications has purchased 18 radio stations (eleven FM and seven AM) in five
distinct markets surrounding the New York City metropolitan area -- (i)
Westchester County, New York; (ii) Bridgeport, Connecticut; (iii) Danbury,
Connecticut; (iv) Poughkeepsie, New York; and (v) Newburgh-Middletown, New York.
Aurora Communications' radio stations rank first or second in revenues and
ratings in their respective markets.

Aurora Communications' radio stations have developed loyal audiences,
strong brand identities and long-standing relationships with advertisers and
their communities. The radio stations are at different stages of development.
While many are ratings and revenue leaders and enjoy high cash flow margins,
several are still in the early stage of development. Almost all of the revenue
of the radio stations is derived from sale of advertising time on the radio
programs.

Westchester County, New York. Westchester County, New York is ranked 59th
by Arbitron as an independent market with a population in excess of 900,000.

In Westchester County, Aurora Communications operates
WFAS-AM/WFAS-FM/WFAF-FM. Among the local stations in Westchester County, this
three station cluster was ranked first in the Fall 2001 Arbitron ratings for
persons aged 25-54. WFAS-FM ranks #2 in terms of market revenue and #1 in target
audience share (women aged 25-54). WFAS-FM and WFAF-FM simulcast an adult
contemporary format, while WFAS-AM is programmed with an adult standards format.

Fairfield County, Connecticut. The Fairfield County, Connecticut market
includes the Bridgeport (Arbitron ranked #110), Danbury (Arbitron ranked #194)
and Stamford/Norwalk (Arbitron ranked #138) Arbitron markets.

Aurora Communications operates WEBE-FM/WICC-AM in Bridgeport. WEBE-FM, with
an adult contemporary format, is the #1 revenue-generating FM radio station in
the market and #1 in target audience share (women aged 25-54). Full service
WICC-AM is the #1 AM radio station in the market, both in terms of revenue and
target audience share. Overall, Aurora Communications' cluster in Bridgeport is
a strong #1, leading in both revenue and share rankings.

The Danbury cluster of two FM stations and two AM stations, led by the
powerful Class B WRKI-FM, is ranked #2 in terms of revenue and #1 in terms of
target audience share (men aged 25-54). WRKI-FM has a long heritage as a rock
station. WAXB-FM is programmed with an oldies format, while WINE-AM and WPUT-AM
simulcast an adult standards format.

Overall, Aurora Communications' Fairfield County stations include two of
the three Class B FM radio stations in the market.

Poughkeepsie, New York and Newburgh and Middletown, New York. The
Poughkeepsie, New York market is located in Dutchess County, New York, while
Newburgh-Middletown is in adjacent Orange County, New York. Dutchess and Orange
Counties lie to the north of Westchester County and enjoy strong demographic and
economic profiles as New York City suburbs. Poughkeepsie is the 160th Arbitron-
ranked metro market in the U.S. and the 104th-ranked market in terms of revenue.
Newburgh/Middletown is the 143rd Arbitron-ranked market with a population of
over 275,000.

Aurora Communications operates WPDH-FM (classic rock) and WEOK-AM (sports),
serving Poughkeepsie; WCZX-FM (oldies), licensed to Hyde Park; WZAD-FM (oldies),
licensed to Wurtsboro; WRRB-FM (modern rock), licensed to Arlington; WPDA-FM
(classic rock), licensed to Jeffersonville, WRRV-FM (modern rock) and WALL-AM
(sports), serving Newburgh-Middletown; and WKNY-AM (full service), serving
Kingston. The Poughkeepsie cluster is ranked either #1 or #2 in revenue and
ratings.

SELECTED HISTORICAL CONSOLIDATED FINANCIAL DATA OF AURORA COMMUNICATIONS

We are providing the following Aurora Communications selected historical
consolidated financial information to aid you in your analysis of the financial
aspects of the Aurora acquisition. The following information is only a summary
and should be read together with Aurora Communications' audited financial
statements and the related notes, beginning on page F-1, and the discussion
contained in "Management's Discussion and Analysis of Financial Condition and
Results of Operations of Aurora Communications" included in this proxy
statement.

The selected historical consolidated financial data presented below have
been derived from the audited consolidated financial statements of Aurora
Communications as of December 31, 2001, 2000 and 1999, and for the years ended
December 31, 2001 and 2000, and the period January 20, 1999 (commencement of
operations) to December 31, 1999, included elsewhere in this proxy statement.
The historical consolidated financial data of Aurora Communications are not
comparable from year to year because of the acquisition of radio stations by
Aurora Communications during the periods covered.

PERIOD
JANUARY 20,
YEAR ENDED YEAR ENDED 1999 TO
DECEMBER 31, DECEMBER 31, DECEMBER 31,
2001 2000 1999
------------ ------------ ------------
(DOLLARS IN THOUSANDS)

STATEMENT OF OPERATIONS DATA:
Net revenues............................................ $ 31,755 $ 23,745 $ 6,205
Station operating expenses excluding depreciation and
amortization.......................................... 17,939 12,695 3,106
Depreciation and amortization........................... 4,300 3,073 825
Corporate general and administrative expenses........... 3,328 1,657 744
-------- -------- --------
Operating income........................................ 6,188 6,320 1,530
Net interest expense.................................... (7,451) (7,706) (2,105)
Other income, net....................................... -- 6,550 --
Net income (loss)....................................... (1,263) 5,164 (575)
OTHER FINANCIAL DATA:
Broadcast Cash Flow(1).................................. $ 13,816 $ 11,050 $ 3,099
EBITDA(2)............................................... 10,488 9,393 2,355
Net cash provided by (used in) operating activities..... 3,863 2,184 (910)
Net cash provided by (used in) investing activities..... (53,867) 6,033 (98,551)
Net cash provided by (used in) financing activities..... 49,960 (8,582) 100,557
BALANCE SHEET DATA:
Total assets............................................ $154,204 $102,221 $104,861
Long-term debt (including current portion).............. 80,392 54,801 64,256
Members' equity......................................... 68,673 44,095 38,031

---------------

(1) Broadcast cash flow consists of operating income (loss) before depreciation,
amortization, LMA fees, corporate expenses and restructuring and impairment
charges. Although broadcast cash flow is not a measure of performance
calculated in accordance with GAAP, Cumulus Media's management believes that
it is useful to an investor in evaluating Aurora Communications because it
is a measure widely used in the broadcasting industry to evaluate a radio
company's operating performance. Nevertheless, it should not be considered
in isolation or as a substitute for net income (loss), operating income
(loss), cash flows from operating activities or any other measure for
determining Aurora Communications' operating performance or liquidity that
is calculated in accordance with GAAP. As broadcast cash flow is not a
measure calculated in accordance with GAAP, this measure may not be compared
to similarly titled measures employed by other companies.

(2) EBITDA consists of operating income (loss) before depreciation,
amortization, LMA fees and restructuring and impairment charges. Although
EBITDA is not a measure of performance calculated in accordance with GAAP,
Cumulus Media's management believes that it is useful to an investor in
evaluating Aurora Communications because it is a measure widely used in the
broadcasting industry to evaluate a radio company's operating performance.
Nevertheless, it should not be considered in isolation or as a substitute
for net income (loss), operating income (loss), cash flows from operating
activities or any other measure for determining Aurora Communications'
operating performance or liquidity that is calculated in accordance with
GAAP. As EBITDA is not a measure calculated in accordance with GAAP, this
measure may not be compared to similarly titled measures employed by other
companies.

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS OF AURORA COMMUNICATIONS

Aurora Communications is a limited liability company that was formed in
January 1999 and is engaged in the acquisition and operation of radio stations
throughout the U.S. Aurora Management, Inc., is Aurora Communications' majority
owner and managing member.

At December 31, 2001, Aurora Communications owned and operated eleven FM
and seven AM radio stations.

On May 8, 2001, Aurora Communications acquired substantially all the assets
of radio stations WPDH-FM and WEOK-AM, serving Poughkeepsie, New York; WCZX-FM,
licensed to Hyde Park, New York; WZAD-FM, licensed to Wurtsboro, New York;
WRRB-FM, licensed to Arlington, New York; WPDA-FM, licensed to Jeffersonville,
New York; WRRV-FM and WALL-AM, serving Newburgh-Middletown, New York; and
WKNY-AM, serving Kingston, New York for $53.0 million plus transaction costs.
This transaction is referred to as the Poughkeepsie acquisition. The transaction
was funded by additional equity contributions by Aurora Communications' members
totaling $25.0 million and additional senior debt borrowings of $29.6 million.

On October 27, 1999, Aurora Communications acquired substantially all the
assets of radio stations WFAS-AM/WFAS-FM/WFAF-FM, Westchester County, New York
for $20.3 million plus transaction costs. This transaction is referred to as the
Westchester acquisition.

On October 27, 1999, Aurora Communications acquired substantially all the
assets of radio stations WRKI-FM/WINE-AM, Danbury, Connecticut and
WAXB-FM/WPUT-AM, Patterson, New York for $11.3 million plus transaction costs.
This transaction is referred to as the Danbury acquisition.

On August 31, 1999, Aurora Communications acquired substantially all the
assets of radio stations WEBE-FM/WICC-AM, Bridgeport, Connecticut for $66.0
million plus transaction costs. This transaction is referred to as the
Bridgeport acquisition.

All of the acquisitions have been accounted for using the purchase method
of accounting. Accordingly, the purchase price of each acquisition has been
allocated to the assets based upon their respective estimated fair values at the
date of acquisition. The results of operations of the properties acquired are
included in Aurora Communications' consolidated results of operations from the
respective dates of acquisition.

On November 18, 2001, Aurora Communications' members entered into an
agreement to sell all the ownership interests in Aurora Communications to
Cumulus Media for consideration consisting of $93.0 million less long-term debt
assumed or repaid; 10,551,182 shares of Cumulus Media common stock; and a
warrant to purchase 833,333 shares of Cumulus Media common stock.

RESULTS OF OPERATIONS

Year ended December 31, 2001 and 2000. For the year ended December 31,
2001, net revenues increased by $8.1 million, or 33.7%, to $31.8 million from
$23.7 million in 2000. Radio station operating expenses increased by $5.2
million, or 41.3%, to $17.9 million in 2001 from $12.7 million in 2000.

Broadcast cash flow, consisting of operating income (loss) before depreciation,
amortization and corporate expenses, increased $2.7 million, or 25.0%, to $13.8
million in 2001 as compared to $11.1 million in 2000. EBITDA, consisting of
operating income (loss) before depreciation and amortization, increased $1.1
million, or 11.7%, to $10.5 million in 2001 as compared to $9.4 million in 2000.
The increases in net revenues, radio station operating expenses, broadcast cash
flow and EBITDA are primarily attributable to the Poughkeepsie acquisition,
which was completed in May 2001. In 2001, EBITDA decreased as a result of
non-recurring charges of $0.9 million relating to transaction expenses of the
pending sale to Cumulus Media and non-cash compensation expenses of $0.8
million.

On a pro forma basis, as if the Poughkeepsie acquisition was completed as
of January 1, 2000, net revenues increased $0.1 million, or 0.4%, to $35.2
million in 2001 compared to $35.1 million in 2000. Pro forma radio station
operating expenses increased by $0.2 million, or 1.3%, to $20.2 million in 2001
from $20.0 million in 2000. Pro forma broadcast cash flow decreased $0.1
million, or 0.8%, to $15.0 million in 2001 from $15.1 million in 2000. Pro forma
EBITDA decreased $1.8 million, or 13.3%, to $11.7 million in 2001 from $13.5
million in 2000. In 2001, pro forma EBITDA decreased as a result of
non-recurring charges of $0.9 million relating to transaction expenses of the
pending sale to Cumulus Media and non-cash compensation expenses of $0.8
million. After adjusting for these non-recurring items, adjusted pro forma
EBITDA of $13.4 million decreased 0.3% from 2000.

On a same station basis, comparing radio stations owned for comparable
periods in 2001 and 2000, net revenues increased $0.2 million, or 0.5%, to $31.8
million in 2001 from $31.6 million in 2000. Same station radio station operating
expenses increased by $0.2 million, or 1.0%, to $18.0 million in 2001 from $17.8
million in 2000. Same station broadcast cash flow remained flat at $13.8 million
in 2001 and 2000. Same station EBITDA decreased $1.7 million, or 13.8%, to $10.5
million in 2001 from $12.2 million in 2000. In 2001, same station EBITDA
decreased as a result of non-recurring charges of $0.9 million relating to
transaction expenses of the pending sale to Cumulus Media and non-cash
compensation expenses of $0.8 million. After adjusting for these non-recurring
items, EBITDA was constant at $12.2 million in 2001 and 2000.

Depreciation and amortization increased $1.2 million, or 39.9%, to $4.3
million in 2001 compared to $3.1 million in 2000, primarily as a result of the
Poughkeepsie acquisition. Corporate expenses increased $1.7 million, or 101%, to
$3.3 million in 2001 from $1.7 million in 2000. In 2001, corporate expenses
include non-recurring charges of $0.9 million relating to transaction expenses
of the pending sale to Cumulus Media and non-cash compensation expenses of $0.8
million. Operating income decreased $0.1 million, or 2.1%, to $6.2 million in
2001 compared to $6.3 million in 2000.

Interest expense decreased $0.2 million, or 3.2%, to $7.5 million in 2001
from $7.7 million in 2000. The decrease is the result of lower interest rates
relating to Aurora Communications' senior debt, partially offset by higher
principal balances following the Poughkeepsie acquisition.

Years ended December 30, 2000 and 1999. Aurora Communications was formed
on January 20, 1999 and commenced operations on May 3, 1999. Its first
acquisition of radio stations was completed on August 31, 1999.

For the year ended December 31, 2000, net revenues increased by $17.5
million, or 283%, to $23.7 million from $6.2 million during 1999. Radio station
operating expenses increased by $9.6 million, or 309%, to $12.7 million in 2000
from $3.1 million in 1999. Broadcast cash flow increased $8.0 million, or 257%,
to $11.1 million in 2000 compared to $3.1 million in 1999. EBITDA increased $7.0
million, or 299%, to $9.4 million in 2000 compared to $2.4 million in 1999. The
increases in net revenues, radio station operating expenses, broadcast cash flow
and EBITDA are attributable to a full year of operations for the nine radio
stations acquired during the second half of 1999, as well as growth at those
radio stations.

On a pro forma basis, as if the Bridgeport, Westchester and Danbury
acquisitions were completed as of January 1, 1999, net revenues increased $2.2
million, or 10.5%, to $23.7 million in 2000 compared to $21.5 million in 1999,
reflecting the strong demand for radio advertising in 2000. Pro forma radio
station

operating expenses increased by $0.4 million, or 3.5%, to $12.7 million in 2000
from $12.3 million in 1999. Pro forma broadcast cash flow increased $1.8
million, or 19.7%, to $11.1 million in 2000 from $9.3 million in 1999. Pro forma
EBITDA increased $1.0 million, or 11.4%, to $9.4 million in 2000 from $8.4
million in 1999.

Depreciation and amortization increased $2.2 million, or 273%, to $3.1
million in 2000 from $0.9 million in 1999, primarily as a result of a full year
of operations for the nine radio stations acquired during 1999. Corporate
expenses increased $0.9 million, or 123%, to $1.7 million in 2000 compared to
$0.8 million in 1999. Corporate expenses in 1999 reflect only a partial year of
operations. Operating income increased $4.8 million, or 313%, to $6.3 million in
2000 compared to $1.5 million in 1999.

During 2000, Aurora Communications collected an escrow deposit of $6.5
million (net of transaction costs) relating to its terminated agreement to sell
substantially all of its membership interests.

Interest expense increased $5.6 million, or 262%, to $7.7 million in 2000
compared to $2.1 million in 1999. The increase is primarily the result of the
timing of borrowings in 1999 to fund the Bridgeport, Westchester and Danbury
acquisitions.

LIQUIDITY AND CAPITAL RESOURCES

Cash flows from operating activities. For the year ended December 31,
2001, net cash provided by operating activities increased by $1.7 million, or
76.8%, to $3.9 million in 2001 from $2.2 million in 2000.

Net cash provided by operating activities increased by $3.1 million, to
$2.2 million for the year ended December 31, 2000 as compared to net cash used
in operating activities of $0.9 million for the period ended December 31, 1999.

Cash flows from investing activities. For the year ended December 31,
2001, net cash used in investing activities increased by $59.9 million, to $53.9
million in 2001 as compared to net cash provided by investing activities of $6.0
million in 2000. In May 2001, Aurora Communications acquired the assets of nine
radio stations for $53.0 million plus transaction costs. In 2000, Aurora
Communications collected an escrow deposit of $6.5 million (net of transaction
costs) relating to its terminated agreement to sell substantially all of its
membership interests. Capital expenditures decreased less than $0.1 million, or
11.9%, to $0.2 million in 2001 from $0.3 million in 2000.

Net cash provided by investing activities increased by $104.6 million, to
$6.0 million for the year ended December 31, 2000 as compared to net cash used
in investing activities of $98.6 million for the period ended December 31, 1999.
During 1999, Aurora Communications acquired nine radio stations for an aggregate
of $97.5 million plus transaction costs. Capital expenditures increased $0.1
million, or 35.6%, to $0.3 million in 2000 from $0.2 million in 1999.

Cash flows from financing activities. For the year ended December 31,
2001, net cash provided by financing activities increased by $58.6 million, to
$50.0 million in 2001 as compared to net cash used in financing activities of
$8.6 million in 2000. In May 2001, Aurora Communications acquired the assets of
nine radio stations for $53.0 million plus transaction costs. The transaction
was funded by additional equity contributions by Aurora Communications' members
totaling $25.0 million and additional senior debt borrowings of $29.6 million.
Aurora Communications made net principal payments on its senior debt of $4.0
million in 2001 compared with $9.5 million in 2000. In 2000, Aurora
Communications collected an escrow deposit of $6.5 million (net of transaction
costs), which was used to repay debt principal.

Net cash used in financing activities of $8.6 million for the year ended
December 31, 2000, compares to net cash provided by financing activities of
$100.6 million for the period ended December 31, 1999. During 1999, Aurora
Communications acquired nine radio stations for an aggregate of $97.5 million
plus transaction costs. The transactions were funded through the issuance of
membership interests totaling $38.6 million and borrowings under its credit
facilities totaling $64.3 million.

Long-term debt. Long-term debt (including deferred interest payable)
increased $26.6 million, to $83.0 million at December 31, 2001, from $56.4
million at December 31, 2000. Long-term debt to total

capitalization decreased between December 31, 2000 and December 31, 2001 from
56.1% to 54.7%. At December 31, 2001, Aurora Communications' senior credit
facilities consisted of a $15.5 million term loan and a $55.0 million revolving
loan. Aurora Communications also has a subordinated loan agreement with an
original principal amount of $13.5 million plus deferred interest payable of
$2.6 million at December 31, 2001. The initial borrowings under these credit
facilities were used to partially fund Aurora Communications' acquisitions, pay
transaction costs and provide working capital. The credit facilities contain
covenants which require, among other things, that specified subsidiaries
maintain certain financial levels, principally with respect to EBITDA and
leverage ratios, and limit the amount of capital expenditures. The credit
facilities also restrict the payment of cash dividends.

At December 31, 2001, Aurora Communications has additional availability
under the revolving credit facility of $3.6 million, of which $2.6 million may
currently be borrowed. The senior loans bear interest at LIBOR plus 3.125% and
the subordinated loans bear interest at 17%, of which 12% is currently payable
in cash and 5% is deferred. The senior term loan has quarterly commitment
reductions through December 31, 2005, while the revolving loan matures on
November 30, 2005. The subordinated loans plus accrued interest are due on
September 6, 2006.

Working Capital. At December 31, 2001 and 2000, cash and cash equivalents
totaled $0.7 million. Working capital increased $1.0 million, from $3.5 million
to $4.5 million during 2001. The change in working capital is primarily
attributable to the results of operations and the Poughkeepsie acquisition.

In addition to debt service requirements, Aurora Communications' remaining
liquidity demands will primarily be for capital expenditures and to meet working
capital needs. Aurora Communications believes the funds generated from its
existing operations are adequate to service its debt and to meet all other
existing obligations in the normal course of business, and will continue to be
adequate for the foreseeable future.

RECENT ACCOUNTING PRONOUNCEMENTS

In June 2001, the FASB issued Statements of Financial Accounting Standards
(SFAS) No. 141, "Business Combinations" and No. 142, "Goodwill and Other
Intangible Assets." Under the new rules, goodwill and indefinite lived
intangible assets are no longer amortized but are reviewed annually for
impairment. Separable intangible assets that are not deemed to have an
indefinite life will continue to be amortized over their useful lives. The
amortization provisions of SFAS No. 142 apply to goodwill and intangible assets
acquired after June 30, 2001. With respect to goodwill and intangible assets
acquired prior to July 1, 2001, Aurora Communications will apply the new
accounting rules beginning January 1, 2002. Aurora Communications anticipates
that all amortization of FCC licenses as a charge to earnings will be
eliminated. Amortization of FCC licenses totaled $3,101,000, $2,322,000, and
$667,000, respectively, in 2001, 2000 and 1999.

MARKET RISK

Aurora Communications is exposed to market risk relating to changes in the
general level of U.S. interest rates. It has financed the debt portion of its
acquisitions using a combination of variable rate, senior debt and fixed rate,
subordinated debt. Aurora Communications does not use derivative financial
instruments for trading or speculative purposes. Its management does not foresee
any significant changes in the strategies used to manage interest rate risk in
the near future, although the strategies may be reevaluated as market conditions
dictate.

At December 31, 2001 and 2000, $66.9 million (or 80.6%) and $41.3 million
(or 73.2%), respectively of Aurora Communications' long-term debt bears interest
at variable rates. Accordingly, Aurora Communications' earnings and cash flows
are affected by changes in interest rates. Assuming the end of period level of
borrowings for variable rate debt and assuming a one-percentage-point change in
the 2001 and 2000 interest rates under these borrowings, it is estimated that
Aurora Communications' 2001 and 2000 interest expense would have changed by $0.7
million and $0.4 million, respectively.

THE DBBC ACQUISITION

BACKGROUND

At a regularly scheduled meeting of our Board on May 4, 2001, Lewis W.
Dickey, Jr., our Chairman, President and Chief Executive Officer, suggested to
members of our Board that DBBC, a limited liability company controlled by Mr.
Dickey, his brothers John W. Dickey, our Executive Vice President, Michael W.
Dickey and David W. Dickey, and in which Richard W. Weening, one of our
directors, through Quaestus & Co., also has a small ownership interest, had
received expressions of interest in, and was exploring opportunities to sell its
broadcasting operations and suggested that Cumulus Media might wish to consider
acquiring the radio stations that DBBC owns in the Nashville, Tennessee market.
The members of our Board agreed that a preliminary examination of a potential
acquisition might be appropriate, and determined to discuss the matter further
at the next meeting of the Board. The Board requested that Mr. Gausvik, our
Chief Financial Officer, begin to gather and analyze summary financial and other
information about DBBC in advance of the next meeting, and to consider the need
for the Board to form a committee of disinterested directors, with independent
financial and legal advisors, to evaluate such a proposed transaction.

At the next Board meeting on July 2, 2001, representatives of Jones, Day,
our legal counsel, advised the Board on their fiduciary duties and suggested
appropriate steps to evaluate an acquisition of DBBC given the interests of
Messrs. L. Dickey, J. Dickey and Weening in the transaction. The Board
determined that, in light of the interests of the Dickeys and Mr. Weening in
DBBC, a committee of disinterested directors should be formed to evaluate the
potential transaction with DBBC. After a discussion of the function,
responsibilities and requirements of a special committee, the Board asked
directors Holcombe T. Green and Eric P. Robison, who were considered to be
disinterested and independent directors with respect to both Cumulus Media and
DBBC, to serve as members of a special committee to consider the terms and
conditions of a possible acquisition of the business of DBBC. The special
committee was authorized to engage independent legal counsel and an independent
financial advisor to consider the proposed transaction with DBBC, to negotiate
the definitive terms and conditions of any such transaction and to prepare and
deliver to the Board its presentation and recommendation on the appropriate
course of action for Cumulus Media.

On July 2, 2001, the special committee engaged Gardner, Carton & Douglas as
its legal counsel based upon that firm's qualifications and experience in
special committee matters and the fact that it had not had any prior
relationship with Cumulus Media, our directors or officers, or the Dickeys.
Thereafter, the special committee and Gardner, Carton & Douglas discussed the
role of the special committee in the proposed DBBC acquisition and considered
the engagement of an independent financial advisor to the special committee for
the purpose of obtaining an opinion as to the fairness of the transaction.

On July 25, 2001, DBBC, through its advisor Media Services Group Inc.,
submitted a proposal to the special committee that outlined a transaction by
which we would acquire the broadcasting operations of DBBC, including the stock
of two of its subsidiaries, in exchange for 6,120,000 shares of our common stock
and the assumption of approximately $18.5 million in liabilities.

On August 13, 2001, the special committee and Gardner, Carton & Douglas met
to begin to consider the terms of the proposed transaction as set forth in the
July 25, 2001 proposal, which, based upon the trading value of our Class A
Common Stock at that time, had an implied value of approximately $94.3 million,
and further discussed the selection process to engage a financial advisor.

The special committee had solicited proposals from three financial advisory
firms that were determined to be qualified to render advice and a fairness
opinion in the media industry. After consideration of presentations by these
firms, at the August 13, 2001 meeting, the special committee determined to
engage Houlihan Lokey as its financial advisor.

Through August and early September 2001 the special committee held several
meetings with its legal counsel and financial advisor to consider the valuation
of DBBC and the course of the legal due diligence review of DBBC being conducted
by Gardner, Carton & Douglas. During these meetings, Houlihan Lokey
63

reviewed the value of DBBC based on several valuation methods. During this time
period, Gardner, Carton & Douglas began to conduct a legal due diligence review
of DBBC and Houlihan Lokey conducted financial due diligence and continued to
analyze the operations of DBBC.

On September 17, 2001, the special committee, Gardner, Carton & Douglas and
Houlihan Lokey discussed the transaction in light of the events of September 11,
2001, the volatility of the price of our common stock, and the markets in
general, at the time, and the effect such volatility was having on identifying
an appropriate price for the DBBC acquisition. Based upon these factors, the
special committee suggested that the transaction be put on temporary hold.
Despite the decline in the trading prices of our common stock, Mr. L. Dickey
indicated to the special committee that he believed the decline was primarily
related to the volatility of the trading markets after the September 11 events,
and that DBBC was still interested in pursuing the potential transaction.

In late September 2001, after the stock markets had begun to stabilize, the
special committee instructed Houlihan Lokey to submit a counter offer to the
July 25th proposal made by DBBC. The counteroffer proposed acquiring the assets
of DBBC and its subsidiaries, rather than the stock of the subsidiaries, for a
purchase price consisting of 5 million shares of our common stock and the
assumption of $18.5 million in liabilities. Based on the trading value of our
common stock at that time, the purchase price would be valued at approximately
$58 million. The counteroffer occasioned a series of negotiations of the terms
of the transaction, all of which were the subject of several meetings of the
special committee, Gardner, Carton & Douglas and Houlihan Lokey during October
2001.

During October and November 2001, negotiations continued over the structure
of the acquisition, the number of shares to be issued to DBBC, the amount of
liabilities to be assumed by Cumulus Media, and the exercise price of a warrant
to be issued to DBBC in the transaction, which was proposed to be added as a
component of the purchase price in October. The negotiations culminated in the
preparation and execution of a non-binding letter of intent dated November 14,
2001. The letter of intent provided that we would purchase substantially all of
the assets and assume disclosed ordinary-course liabilities of DBBC. In
addition, we would purchase all of the issued and outstanding stock of Phoenix
Communications Group, Inc. and Mt. Juliet Broadcasting, Inc. from DBBC in a
tax-free reorganization. In consideration of these purchases, we would issue to
DBBC 5,250,000 shares of our Class A Common Stock and a warrant for the purchase
of an additional number of shares with a value of $3,000,000 at the market price
on the last trading day before the letter of intent was signed. It was also
agreed that the liabilities and other obligations we would assume in connection
with this transaction would be limited to $21,000,000. On the morning of
November 19, 2001, we issued a press release announcing that we had entered into
a non-binding letter of intent with DBBC.

In the second half of November and early December 2001, the special
committee and its legal and financial advisors met several times to discuss open
issues in the draft acquisition agreement and other issues related to valuation
of the transaction. During late November and early December 2001 the legal
representatives of the special committee and of DBBC negotiated the terms and
conditions of the DBBC Acquisition Agreement and related agreements.

On December 14, 2001, the special committee held a meeting, with Gardner,
Carton & Douglas and Houlihan Lokey attending. Houlihan Lokey presented an
analysis as to the fairness of the transaction to Cumulus Media using various
valuation methodologies. Houlihan Lokey then expressed its opinion that the
purchase price of the DBBC acquisition was fair, from a financial point of view,
to our shareholders. Counsel to the special committee reported that the
agreement incorporating the terms set forth in the letter of intent had been
fully negotiated and was complete. The special committee determined that the
transaction was in the best interest of Cumulus Media, and adopted a resolution
to such effect. Immediately following this meeting, our Board met by telephone
and, after having been briefed by the members of the special committee of the
basic terms and conditions of the transaction, unanimously approved the DBBC
Acquisition and the execution of the DBBC Acquisition Agreement.

Thereafter, the DBBC Acquisition Agreement was executed, and on the morning
of December 17, 2001, prior to opening of the stock markets, we issued a press
release announcing that we had entered into definitive agreements relating to
the DBBC acquisition.

RECOMMENDATIONS OF THE SPECIAL COMMITTEE AND THE BOARD OF DIRECTORS

At its meeting on December 14, 2001, both of the members of the special
committee of our Board determined that the terms and conditions of the DBBC
Acquisition Agreement were fair to, and in the best interests of, Cumulus Media
and our shareholders, approved the DBBC acquisition and the related agreements,
and recommended to the Board that the DBBC acquisition and related agreements be
approved. Based upon the recommendation of the special committee, the Board has
unanimously approved the DBBC acquisition as well. Accordingly, both the special
committee and the Board recommend that you vote FOR approval of the DBBC
acquisition.

In considering the recommendation of the special committee, shareholders
should be aware that certain of our executive officers and directors have
interests that are different from, or in addition to, those of our shareholders.
See "The DBBC Acquisition -- Interests of Executive Officers and Directors of
Cumulus Media in the DBBC Acquisition."

REASONS FOR THE DBBC ACQUISITION

In connection with the unanimous approval by the special committee of our
Board of the DBBC Acquisition Agreement and the DBBC acquisition and its
determination to recommend that our shareholders approve the DBBC acquisition,
the special committee consulted with our management and with its financial and
legal advisors, and considered a number of factors in determining that the DBBC
acquisition is fair to, and in the best interests of, our shareholders. The
decision of the special committee was based upon a number of potential benefits
of the acquisition and other factors that it believes could contribute to the
success of the combined company and thus inure to the benefit of our
shareholders, including the following, the order of which does not necessarily
reflect their relative significance:

- Anticipated reduction in debt ratios. The combined company should have
lower debt leverage ratios, as measured under the credit agreement and
the indenture that govern our existing indebtedness, than we currently
have on our own.

- Anticipated accretion to cash flow. The combined company should have
increased broadcast cash flow, increased earnings before interest, taxes,
depreciation and amortization, and increased after-tax cash flow, on a
per share basis, compared to Cumulus Media on its own.

- Significance of the Nashville market. Nashville, Tennessee is the number
44 ranked market in the United States, based on its population size, but
its importance is enhanced by its market growth and its standing as one
of the country's preeminent music centers. This market would represent
the largest clustered market for Cumulus Media, consistent with our
strategic initiative to develop clustered positions in the top 50
Arbitron markets. Within that market DBBC's cluster of radio stations is
ranked number 2 in size of audience share based upon the most recent
Arbitron ratings for that market.

- Favorable market share. One of DBBC's radio stations, WQQK, has
consistently been one of the top Arbitron ranked stations in the
Nashville, Tennessee market, and has been the heritage urban station
serving the African American community in that market for 21 years.
DBBC's two developing stations achieved a 20% increase in ratings in the
summer 2001 Arbitron study.

- Financial advisor's opinion. The special committee received the opinion
of Houlihan Lokey that the consideration in the DBBC acquisition is fair,
from a financial point of view, to us.

In addition, the special committee also identified and considered several
potentially negative factors as risks to be balanced against the positive
factors listed above, including the following, the order of which does not
necessarily reflect their relative significance:

- the challenges associated with integrating radio stations in markets that
previously have not been served by Cumulus Media;

- the increased concentration of ownership of shares of our common stock
with members of the Dickey family; and

- the potential impact on the trading price of our common stock that could
result from market overhang of the shares of common stock being issued in
the DBBC acquisition, if the registration rights are exercised.

The special committee also took special note of the interests of Messrs. L.
Dickey, J. Dickey and Weening in the DBBC acquisition, as discussed under "The
DBBC Acquisition -- Interests of Executive Officers and Directors of Cumulus
Media in the DBBC Acquisition."

After considering all of what the special committee determined to be
relevant factors, as well as the form and amount of consideration to be paid,
the special committee concluded that, on balance, the DBBC acquisition's
potential benefits to Cumulus Media and its shareholders outweighed the
associated risks.

This discussion of the factors considered by the special committee of our
Board is not intended to be exhaustive. In view of the variety of material
factors considered in connection with its evaluation of the DBBC acquisition,
the special committee did not find it practicable to, and did not, quantify or
otherwise assign relative weights to the specific factors considered in reaching
its determination. In addition, the special committee conducted an overall
analysis of the factors described above and, in considering these factors,
individual members of the special committee may have given different weights to
different factors. The special committee considered all of these factors as a
whole, and ultimately considered the factors to be favorable to, and to support,
its determination.

OPINION OF HOULIHAN LOKEY HOWARD & ZUKIN FINANCIAL ADVISORS, INC.

The preparation of a fairness opinion is a complex process and is not
necessarily susceptible to partial analysis or summary description. The
following is a brief summary and general description of the valuation
methodologies utilized by Houlihan Lokey. The summary, which was prepared by
Houlihan Lokey, does not purport to be a complete statement of the analyses and
procedures applied, the judgments made or the conclusions reached by Houlihan
Lokey or a complete description of its presentation. Houlihan Lokey believes,
and so advised the special committee, that its analyses must be considered as a
whole and that selecting portions of its analyses and of the factors considered
by it, without considering all factors and analyses, could create an incomplete
or misleading view of the process underlying its analyses and opinions.

Under the terms of the DBBC Acquisition Agreement, we will acquire all of
the outstanding stock of DBBC's wholly owned subsidiaries, Phoenix
Communications and Mt. Juliet Broadcasting, and will purchase substantially all
of the remaining assets, and assume specified liabilities, of DBBC. Houlihan
Lokey's opinion is based on the terms of the DBBC acquisition as contemplated as
of the date of the opinion.

We retained Houlihan Lokey on behalf, and at the direction, of the special
committee to act as financial advisor to the special committee and to render an
opinion as to the fairness of the total consideration, which is described below,
from a financial point of view, of the DBBC acquisition. Houlihan Lokey's
opinion to the special committee addresses only the fairness of the DBBC
acquisition from a financial point of view to Cumulus Media, and does not
constitute a recommendation to our shareholders as to whether to vote in favor
of the DBBC acquisition. Houlihan Lokey's opinion does not address our
underlying business decision to effect the DBBC acquisition.

HOULIHAN LOKEY DELIVERED ITS WRITTEN OPINION, DATED DECEMBER 14, 2001, TO
THE SPECIAL COMMITTEE THAT, AS OF THAT DATE AND SUBJECT TO THE ASSUMPTIONS AND
LIMITING CONDITIONS DESCRIBED IN THE OPINION, THE CONSIDERATION TO BE PAID IN
THE DBBC ACQUISITION WAS FAIR, FROM A FINANCIAL POINT OF VIEW, TO OUR
SHAREHOLDERS. HOULIHAN LOKEY HAS CONFIRMED THAT OPINION IN AN OPINION, DATED THE
DATE OF THIS PROXY STATEMENT. THE WRITTEN OPINION DATED DECEMBER 14, 2001 IS
SUBSTANTIALLY IDENTICAL TO THE WRITTEN OPINION, DATED THE DATE OF THIS PROXY
STATEMENT. THE COMPLETE TEXT OF HOULIHAN LOKEY'S OPINION, DATED THE DATE OF THIS
PROXY STATEMENT, IS ATTACHED AS APPENDIX D TO THIS PROXY STATEMENT, AND IS
INCORPORATED HEREIN BY REFERENCE. THE SUMMARY OF THE OPINION OF HOULIHAN LOKEY
SET FORTH BELOW IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO THE WRITTEN
OPINION. OUR SHAREHOLDERS ARE URGED TO READ THE ATTACHED WRITTEN OPINION
CAREFULLY IN ITS ENTIRETY FOR A DESCRIPTION OF THE PROCEDURES FOLLOWED, THE
FACTORS CONSIDERED AND THE ASSUMPTIONS MADE BY HOULIHAN LOKEY.

In connection with the preparation of its opinion, dated December 14, 2001,
Houlihan Lokey made such reviews, analyses and inquiries as they deemed
necessary and appropriate under the circumstances. Among other things, Houlihan
Lokey:

1. reviewed DBBC's monthly unaudited financial statements for the
twelve months ended December 31, 2000 and monthly unaudited financials for
the ten months ended October 31, 2001;

2. reviewed a July 2001 analysis prepared by Media Services Group, on
behalf of DBBC;

3. in conjunction with counsel to the special committee, reviewed
copies of the following documents and other agreements relating to or
including: DBBC's organizational structure; Certificate of Organization;
Operating Agreement; Loan and Security Agreement; Certificate of
Incorporation of Phoenix Communications Group, Phoenix of Nashville, and
Phoenix of Hendersonville; Stock Purchase Agreement; Stock Pledge Agreement
and Stock Power; closing documents for the Mt. Juliet transaction;
documents regarding the transfer of all assets of Mt. Juliet to DBBC; and
closing documents for the Mid-TN Broadcasters LLC transaction;

4. reviewed industry analyses from various services, including BIA
Financial Network, Inc., Duncan's American Radio, LLC, Paul Kagan
Associates, Inc., and Arbitron, Inc.;

5. met with certain members of the senior management of DBBC to
discuss the operations, financial condition, future prospects and projected
operations and performance of DBBC;

6. visited certain facilities and business offices of DBBC;

7. reviewed certain other publicly available financial data for
certain companies that were deemed comparable to DBBC, and publicly
available prices and premiums paid in other transactions that it considered
similar to the DBBC acquisition;

8. reviewed drafts of certain documents to be delivered at the
closing of the DBBC acquisition; and

9. conducted other studies, analyses and inquiries as Houlihan Lokey
deemed appropriate.

Provided below is a summary of the financial analysis performed by Houlihan
Lokey in arriving at its opinion, dated December 14, 2001, and presented to the
special committee.

Consideration Paid by Cumulus Media for DBBC. The total consideration we
will pay in the DBBC acquisition includes (1) 5,250,000 shares of our Class A
Common Stock, (2) a warrant to purchase 250,000 shares of our Class A Common
Stock at an exercise price of $12.00 per share, and (3) assumption of specified
liabilities of DBBC and payment of certain expenses, up to an aggregate of $21
million. As of the date that we announced that we had signed the letter of
intent with DBBC, the implied value of the total consideration was $85 million.
Subsequent to the announcement that we had entered into an agreement to acquire
Aurora Communications and had signed a letter of intent to acquire DBBC's
broadcasting operations, the trading price of our common stock increased from
$12.00 per share, on November 16, 2001, to $14.65 per share, on December 13,
2001. Houlihan attributed the increase to various factors, including the
market's reaction to the announcement of the proposed acquisitions. Based on the
December 13, 2001 closing price of our Class A Common Stock of $14.65, Houlihan
Lokey valued

the total consideration at $98.9 million as of the date of its letter delivered
to the special committee. Due to the nature of the consideration and the
fluctuations in the trading price of our Class A Common Stock on The Nasdaq
Stock Market, the value of the total consideration is subject to change.

Houlihan Lokey independently valued the common equity of DBBC using widely
accepted valuation methodologies, including (1) the comparable publicly traded
company approach; (2) the comparable transaction approach; and (3) the
discounted cash flow approach. Houlihan Lokey's valuation of DBBC incorporates
an analysis of each station (WQQK, WROQ and WNPL) independently and the three
stations operating as a cluster.

Comparable Publicly Traded Company Approach. This approach provides
indications of value based upon comparisons of the subject operating company to
market values and arm's-length pricing evidence of companies involved in the
same or similar lines of business. The valuation process involves the
determination of market ratios, or pricing multiples, and performance
fundamentals. For purposes of this analysis, Houlihan Lokey reviewed pricing
evidence from a group of approximately 15 publicly traded companies engaged in
the radio broadcasting industry. These radio broadcasting companies included Big
City Radio Inc., Beasley Broadcast Group Inc., Cox Radio Inc., Entercom
Communications Corp., Hispanic Broadcasting Corporation, Radio One Inc., Radio
Unica Communications, Regent Communications Inc., Salem Communications Corp.,
Spanish Broadcasting System Inc., Clear Channel Communications Inc., Emmis
Communications Corp., Fisher Communications Inc., Saga Communications Inc., and
Entravision Communications Corp. Revenue, assets, earnings and cash flow
multiples were calculated for these companies based upon daily trading prices.
The multiple given the most consideration was the ratio of enterprise value, or
EV, to broadcast cash flow, or BCF, referred to as the EV/BCF ratio, as observed
over the latest twelve month, or LTM, reporting period and the forecasted next
fiscal year performance, or 2002E.

Houlihan Lokey's analysis of these companies yielded the following
information with regard to the EV/BCF ratio:

ENTERPRISE VALUE
AS A
MULTIPLE OF BCF
-----------------
LTM 2002E
------- -------

COMPARABLE RADIO BROADCASTING COMPANIES
Low....................................................... 10.9x 11.2x
Median.................................................... 17.3x 16.2x
Mean...................................................... 20.2x 16.5x
High...................................................... 47.9x 30.1x

The selected 15 publicly traded radio broadcasting companies operate
multiple radio station clusters in top 100 market cities throughout the United
States and ranged in size from approximately $200 million to $38 billion in
enterprise value. While the selected publicly traded companies are larger and
more diversified in comparison to DBBC, the analysis of the pricing and growth
expectation of the selected public companies is important in assessing the value
of DBBC relative to its future growth prospects. Houlihan Lokey's valuation
analysis considers the expected market share growth of the two developing
stations, WRQQ and WNPL, with the continued performance of WQQK, to be an
important factor in assessing the current and projected 2002 BCF of DBBC.
Moreover, Houlihan Lokey gave most consideration to DBBC's forecasted BCF
performance for 2002 in assessing the value of the cluster. DBBC's implied 2002
BCF multiple was 16.5x based on the value of the consideration for DBBC of as
December 13, 2001. By comparison, the median LTM and estimated 2002 BCF
multiples for the publicly traded companies were 17.3x and 16.2x, respectively.
The comparison of the implied multiple for DBBC is favorable considering that
the projected earnings growth for DBBC is greater than the median consensus
growth factor for the public company group.

Comparable Transaction Approach. This approach involved the research and
analysis of more than 50 merger and acquisition transactions involving radio
station clusters and individual station properties over
68

the past two years. Houlihan Lokey analyzed eleven transactions of radio
broadcasters that operated multiple clusters. Seven of the eleven acquisitions
were under $200 million in transaction value. Based on business line and size,
the selected acquisition transactions were appropriately comparable to DBBC. The
median BCF multiples for the transactions under $200 million and for the entire
group were 17.4x and 17.1x, respectively. This transaction pricing supports the
implied 16.5x BCF multiple for DBBC based on the value of the consideration as
of December 31, 2001.

Houlihan Lokey's analysis yielded the following results with respect to
cluster acquisitions:

ANNOUNCED CLUSTER DEALS 2000-2001

ENTERPRISE VALUE AS
MULTIPLES OF LTM BCF
--------------------

CLUSTER M&A
TRANSACTIONS 2000-2001
Low....................................................... 9.5x
Median.................................................... 17.1x
High...................................................... 21.6x

The single station analysis was considered fundamental to the overall
analysis because of the disparity among DBBC's three stations and the overall
valuation approach. Houlihan Lokey considered this approach the most applicable
of the valuation approaches for DBBC because the market a station serves
determines much of a station's value. The market characteristics and station
attributes can be more easily seen within individual station acquisitions
compared with publicly traded radio stations that may own multiple cluster
stations. Houlihan Lokey identified 38 acquisitions, for the years 2000 to 2001,
that involved purchases of single FM radio stations located in the top 100
markets in the United States. These transactions ranged in size from under $1
million to just over $10 million in annual revenue. Nine of these transactions
involved acquisitions of radio stations in cities ranked between the 40th to
50th largest markets in the United States. The median BCF multiple for these
transaction is 17.6x. The Nashville market is one of the top fifty markets in
the country. Based on the transactions involving radio stations with revenue
less than $1 million, which Houlihan Lokey viewed as a gauge for valuing
developing radio stations, or sticks, Houlihan Lokey developed indications of
value for WRRQ and WNPL of $20 million to $27 million. The indications of value
for WQQK suggest a range of implied multiples from 15.0x to 16.0x, which is
supported by the transaction data presented below.

FM 2000-2001 STICK ACQUISITIONS
ENTERPRISE VALUE AS MULTIPLES OF LTM BCF
-----------------------------------------------------------------------------------------------

ALL MARKETS 40-50
Low................................ 1.9x Low................................ 3.3x
Median............................. 13.8x Median............................. 17.6x
High............................... 32.7x High............................... 24.5x
REVENUES <$1.5MM MARKETS 40-50, REVENUE <$1.5MM
Low................................ 0.6x Low................................ 3.3x
Median............................. 14.2x Median............................. 18.7x
High............................... 32.7x High............................... 24.5x
REVENUES >$1.5MM MARKETS 40-50, REVENUE >$1.5MM
Low................................ 1.9x Low................................ 9.2x
Median............................. 13.0x Median............................. 16.4x
High............................... 28.8x High............................... 23.0x

Discounted Cash Flow Approach. This approach involved an estimation of the
present value of projected future cash flows to be generated by DBBC, without
giving consideration to any synergies or cost savings that may be generated by a
combination with Cumulus Media. DBBC's management provided a baseline forecast
for the three stations that was utilized in this approach and worked with
Houlihan Lokey

to extend that forecast through 2005. Specific attention was given to industry
analyses of market and revenue shares for the respective stations in light of
overall forecasted market growth. DBBC's management has provided Houlihan Lokey
assurance that they believe the baseline forecast was reasonable.

This approach utilizes projected financial data and estimates of working
capital needs to estimate free cash flows. The free cash flows (on a debt-free
basis) are discounted at a rate that reflects the uncertainty associated with
achievement of such cash flows. A terminal value is calculated assuming a sale
of the company in year five (2005) and this amount is discounted to the present
at the same risk adjusted rate utilized for DBBC's cash flows.

A range of risk-adjusted rates of 13% to 15% was selected to discount the
future returns and terminal value. A terminal value estimate was based on
projected multiples of 2005 earnings before interest, taxes, depreciation and
amortization, or EBITDA, ranging between 15x and 17x. Houlihan Lokey's analysis
of the forecasted cash flows produced indications of Enterprise Values ranging
from approximately $81 million to $98 million.

Explanation of Recent Stock Price Fluctuation. Given the events of
September 11, 2001 and the volatility exhibited throughout the stock markets in
general, as well as the broadcasting industry and, in particular, our common
stock, Houlihan Lokey determined that it was prudent to evaluate the pricing of
the DBBC acquisition at several points in time. The trading price for the Class
A Common Stock had declined during late September and October 2001, but began to
increase following our announcement of third quarter earnings in early November
2001. On November 19, 2001, we announced that we had entered into an agreement
to acquire Aurora Communications and had signed a letter of intent to acquire
DBBC's broadcasting operations. The trading prices for the Class A Common Stock
increased during that period and leading up to December 13, 2001, the last full
trading day before Houlihan Lokey delivered its analysis and opinion to the
special committee. Furthermore, Houlihan Lokey believes that it is practically
impossible to separate the impact of the Aurora acquisition and the DBBC
acquisition, along with other factors affecting our stock price, from one
another and therefore they must all be considered together.

Conclusions. Houlihan Lokey recognized that the value of the consideration
offered by Cumulus Media in the DBBC acquisition was $85 million as of the date
the letter of intent was announced. Houlihan Lokey advised the special committee
that Houlihan Lokey believed the increases in the trading price of the Class A
Common Stock was largely attributable to the market's favorable reaction to the
proposed transactions with Aurora Communications and DBBC. As of the date that
Houlihan Lokey issued its opinion, the value of the consideration to be paid to
DBBC was $98 million.

Based on the foregoing, and in reliance thereon, Houlihan Lokey rendered
its opinion that, subject to the assumptions and limiting conditions discussed
previously and below, the consideration to be paid in the DBBC acquisition is
fair to Cumulus Media from a financial point of view as of the date of the
opinion.

Houlihan Lokey relied upon and assumed, without independent verification,
that the financial forecasts and information provided to them, and as adjusted
based on their discussions with management, were reasonably prepared and
reflected the best currently available estimates of the future financial results
and condition of DBBC, and that there had been no material change in the assets,
financial condition, business or prospects of DBBC since the date of the most
recent financial information made available to them.

Houlihan Lokey has not independently verified the accuracy and completeness
of the information supplied to them with respect to DBBC and does not assume any
responsibility with respect to it. Houlihan Lokey has not made any independent
appraisal of any of the properties or assets of DBBC. Houlihan Lokey's opinion
was necessarily based on business, economic, market and other conditions as they
existed and could be evaluated by them at the date of their letter.

Certain transactions may take place subsequent to the closing of the DBBC
acquisition. Houlihan Lokey has not considered any such potential transactions
in its opinion as to the fairness to Cumulus Media of the DBBC acquisition from
a financial point of view.
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Houlihan Lokey is a nationally recognized investment banking firm with
special expertise in, among other things, valuing businesses and securities and
rendering fairness opinions. Houlihan Lokey is continually engaged in the
valuation of businesses and securities in connection with mergers and
acquisitions, leveraged buyouts, private placements of debt and equity,
corporate reorganizations, and employee stock ownership plans, as well as for
corporate and other purposes. The special committee of the Board selected
Houlihan Lokey because of its experience and expertise in performing valuation
and fairness analysis. Houlihan Lokey has not provided any of its services to us
prior to this engagement. Houlihan Lokey does not beneficially own nor has it
ever beneficially owned any interest in Cumulus Media.

Pursuant to an engagement letter, dated August 24, 2001, between Cumulus
Media and Houlihan Lokey, we agreed to pay Houlihan Lokey's fees for serving as
financial advisor to the special committee in connection with the DBBC
acquisition. We also have agreed to reimburse Houlihan Lokey for its expenses
incurred in performing its services. In addition, we have agreed to indemnify
Houlihan Lokey and specific related persons against specific potential
liabilities and expenses related to or arising out of Houlihan Lokey's
engagement.

INTERESTS OF EXECUTIVE OFFICERS AND DIRECTORS OF CUMULUS MEDIA IN THE DBBC
ACQUISITION

In considering the recommendation of our Board in connection with the DBBC
acquisition, you should be aware that some of our executive officers and
directors have interests that are different from, or in addition to, yours.
Specifically:

- DBBC is principally controlled by Mr. L. Dickey, our Chairman, President
and Chief Executive Officer; his brother, Mr. J. Dickey, our Executive
Vice President; and their brothers, Messrs. D. Dickey and M. Dickey. In
addition, Mr. Weening, one of our directors, holds a small interest in
DBBC through his affiliate Quaestus & Co.

- DBBC will receive 5,250,000 shares of our Class A Common Stock, will
assign specified liabilities to Cumulus Media and will receive a warrant
to purchase an additional 250,000 shares of our Class A Common Stock at
an exercise price of $12.00 per share, and Cumulus Media will pay certain
expenses and tax liabilities of DBBC and its owners related to the DBBC
acquisition, up to an aggregate of $21 million.

- Upon completion of the DBBC acquisition, and without taking into account
the Aurora acquisition, Messrs. L. Dickey, J. Dickey and Weening, and
their affiliates, collectively will own approximately 21.4% of our
outstanding Class A Common Stock and 100% of our outstanding Class C
Common Stock, which will collectively represent approximately 62.7% of
the outstanding voting power of our common stock, assuming the exercise
of the warrant being issued to DBBC and of all presently exercisable
options held by those persons.

- Assuming that both the DBBC acquisition and the Aurora acquisition are
approved by the shareholders, after giving effect to both acquisitions,
and to the exercise of the warrant to be issued to DBBC and all presently
exercisable options held by those persons, Messrs. L. Dickey, J. Dickey
and Weening, and their affiliates, collectively will own approximately
20.4% of our outstanding Class A Common Stock and 100% of our Class C
Common Stock, which will collectively represent approximately 61.4% of
our voting power.

- Messrs. L. Dickey and J. Dickey, DBBC of Georgia, L.L.C. (another of our
shareholders, controlled by Messrs. L. Dickey, J. Dickey and their
brothers, D. Dickey and M. Dickey), Mr. Weening, and CML Holdings, LLC,
Quaestus & Co. and Quaestus Partner Fund (three more of our shareholders,
each controlled by Mr. Weening), have entered into a voting agreement
with respect to their shares of Cumulus Media, in connection with the
DBBC acquisition. Together, the group represents approximately 38.2% of
our voting power as of December 31, 2001. The shareholders have agreed to
vote in favor of the issuance of shares of our common stock and a

warrant in the DBBC acquisition. Additionally, they have agreed not to
dispose of their shares except under certain circumstances, prior to the
completion of the DBBC acquisition.

- Of the specified liabilities of DBBC that we will assume in the DBBC
acquisition, about $200,000 will be paid to Michael W. Dickey, brother of
Messrs. L. Dickey and J. Dickey; about $458,000 will be paid to Dickey
Broadcasting Company, an affiliate of the Dickey brothers; and about
$323,000 will be paid to Stratford Research Company, another affiliate of
the Dickey brothers, in each case to pay the outstanding balance of a
promissory note by DBBC.

ACCOUNTING TREATMENT OF THE DBBC ACQUISITION

We will account for the DBBC acquisition using the purchase method of
accounting for a business combination. Under this method of accounting, the
assets and liabilities of DBBC, including intangible assets, will be recorded at
their fair market values and included in our financial statements. The results
of operations and cash flows of DBBC will be included in our financial
statements prospectively from the completion of the acquisition.

GOVERNMENTAL AND REGULATORY APPROVALS

Hart-Scott-Rodino. Under the HSR Act, the DBBC acquisition may not be
completed until specified information is furnished to the Federal Trade
Commission and the Antitrust Division of the Department of Justice, and
specified waiting-period requirements have expired or been terminated. Cumulus
Media and DBBC filed the required notification and report forms with the Federal
Trade Commission and the Antitrust Division on January 8, 2002, and on January
23, 2002 we were notified that early termination of the waiting period
applicable to the DBBC acquisition had been granted.

The expiration or termination of the waiting period under the HSR Act does
not preclude the Federal Trade Commission, the Antitrust Division, state
authorities or private parties from challenging the DBBC acquisition on
antitrust grounds. We believe that the DBBC acquisition does not present any
antitrust concerns.

FCC. In connection with the DBBC acquisition, Cumulus Media and DBBC must
comply with all applicable provisions of the Communications Act, and the FCC's
regulations, before we can complete the DBBC acquisition. In particular, the FCC
must approve the assignment or, as the case may be, transfer of control, of
DBBC's FCC licenses to us. As part of the FCC's determination whether to approve
the DBBC acquisition, the FCC will examine whether, after completing the
acquisition, we will be in compliance with the FCC's limits on the number of
radio stations that a company is permitted to own in a single market. The FCC
also may assess other public-interest factors, including the effect that the
transaction could have on competition in the Nashville market.

On December 18, 2001, we filed applications with the FCC seeking its
consent to acquire the DBBC licenses. For a period of 30 days following public
notice of the applications' filing, third parties have an opportunity to file
petitions-to-deny against the applications. The deadline for these filings to
occur was February 7, 2002, and no such petitions or objections were filed. We
received preliminary approval orders from the FCC on February 12, 2002, and we
expect those orders to become final, assuming they are not challenged by third
parties or changed by the FCC itself, on March 27, 2002.

We currently do not operate any radio stations in the markets served by
DBBC's radio stations. Consequently, we do not anticipate that the FCC will
prohibit our acquisition of DBBC's FCC licenses. However, it is not certain that
all such approvals will be received by that time. The obligations of Cumulus
Media and DBBC to complete the DBBC acquisition are subject to the FCC's prior
approval of our applications.

ABSENCE OF APPRAISAL RIGHTS

Holders of shares of our common stock will not have any appraisal rights
pursuant to the Illinois Business Corporations Act in connection with the DBBC
acquisition.
72

THE DBBC ACQUISITION AGREEMENT

The following is a summary of the material terms and conditions of the DBBC
Acquisition Agreement. This summary is qualified in its entirety by reference to
the DBBC Acquisition Agreement, which is attached as Appendix C and is
incorporated by reference into this proxy statement. You should read the entire
DBBC Acquisition Agreement carefully to fully understand its terms.

STRUCTURE OF THE DBBC ACQUISITION

The DBBC acquisition is comprised of the following integrated components to
be effected simultaneously:

- Mt. Juliet Broadcasting, a wholly owned subsidiary of DBBC, will merge
with and into MJI, one of our wholly owned subsidiaries;

- Phoenix Communications Group, a wholly owned subsidiary of DBBC, will
merge with and into PBI, one of our wholly owned subsidiaries;

- DBBC will sell substantially all of its remaining assets, and assign
specified liabilities, directly to us.

As consideration for this acquisition, we will:

- issue 5,250,000 shares of our Class A Common Stock;

- issue a warrant exercisable for a period of six months from the date of
issuance to purchase up to 250,000 shares of our Class A Common Stock at
an exercise price of $12.00 per share; and

- assume specified liabilities of DBBC existing at the effective time of
the DBBC acquisition and pay certain expenses related to the DBBC
acquisition, up to an aggregate of $21 million.

The DBBC Acquisition Agreement allows us to assign our rights under that
agreement to a wholly owned subsidiary. If we assign our rights, the actual
structure of our ownership of the broadcasting operations of DBBC following
completion of the DBBC acquisition may differ from that described above.
Nevertheless, upon completion of the DBBC acquisition we will own, either
directly or through one or more wholly owned subsidiaries, all of the
broadcasting operations of DBBC.

The total number of shares of our common stock that we will issue is
subject to adjustment based on a final audit of DBBC's financial statements to
be conducted as soon as practicable after the effective time of the DBBC
acquisition. Further, shares equal to 10% of the total purchase price, based
upon an average of the trading prices of our Class A Common Stock for the 15
full trading days prior to closing, will be withheld from DBBC and instead be
placed into an escrow account that will be established at the effective time of
the DBBC acquisition. Those escrowed shares will provide a source to satisfy
specified obligations which may arise after closing for which DBBC has agreed to
reimburse us. The release of these shares from escrow will be governed by an
escrow agreement to be signed by DBBC and us at the effective time of the DBBC
acquisition. See "Other DBBC Acquisition Matters -- The Escrow Agreement."

We have agreed to pay any and all outstanding fees and expenses of DBBC in
connection with the DBBC acquisition, as well as any FCC filing fees and all
Federal and state income taxes incurred by DBBC or its owners in connection with
the DBBC acquisition. However, our obligation to pay all of these, together with
the specified liabilities of DBBC and its subsidiaries that we have agreed to
assume, is limited to an aggregate of $21 million.

We have also agreed to assume up to $1.75 million in indebtedness which
DBBC may incur prior to the effective time of the DBBC acquisition to acquire
the real estate on which the studio for its three radio stations is located. In
exchange for assuming that debt, we will acquire the ownership of the studio
property at the effective time of the DBBC acquisition. See "Other DBBC
Acquisition Matters -- Exercise of Option to Purchase Certain Real Property."

The DBBC Acquisition Agreement contains certain conditions that must be met
in order for the DBBC acquisition to be completed. After satisfaction or waiver
of those conditions, the transfer of assets
73

will take place at the effective time of the DBBC acquisition. The mergers will
be effective at the time MJI and PBI file certificates of merger with the
Secretaries of State of Delaware and Tennessee, or at a later time that is set
forth in those certificates.

CONSENT BY THE FCC

The DBBC acquisition will not occur unless the FCC approves of our
acquisition of DBBC's radio stations. In order to get FCC approval, DBBC (along
with its subsidiaries) and we have jointly filed applications with the FCC on
December 18, 2001. We have paid the costs of the FCC-filing fees. Under
applicable law and FCC rules, the FCC has issued preliminary approval orders on
the applications, and those orders will become "Final," if they are not
challenged by third parties or changed by the FCC itself, on March 27, 2002.

The DBBC Acquisition Agreement states that the DBBC acquisition cannot be
completed unless and until the FCC order approving our acquisition of the DBBC
stations becomes a "Final Order." However, we can waive that condition and
complete the DBBC acquisition on the basis of the initial FCC order (before it
becomes "Final"). In any event, if the closing is not held on or before December
31, 2002, either we or DBBC may terminate the DBBC Acquisition Agreement. See
"The DBBC Acquisition Agreement -- Termination."

CONDITIONS TO THE COMPLETION OF THE DBBC ACQUISITION

Each party's obligations to complete the DBBC acquisition are subject to
the satisfaction or waiver of the following conditions:

- the FCC has approved the applications for our acquisition of the DBBC
radio stations;

- our shareholders have approved the issuance of our common stock and a
warrant in the DBBC acquisition;

- the waiting period under the HSR Act has expired or been terminated, and
there is no court order in effect restraining or prohibiting the DBBC
acquisition; and

Our obligations to complete the DBBC acquisition are subject to the
satisfaction or waiver of the following conditions:

- DBBC has not breached in the performance of any of its covenants or
agreements as required by the DBBC Acquisition Agreement;

- the representations and warranties DBBC made in the DBBC Acquisition
Agreement are true and correct at the effective time of the DBBC
acquisition as if made at that time;

- we have received an opinion of DBBC's counsel on FCC matters and an
opinion of our counsel on the merger of the two DBBC subsidiaries;

- there has been no material adverse effect on the business of DBBC between
the date the DBBC Acquisition Agreement was signed and the effective time
of the DBBC acquisition;

- DBBC has received consents to the assignments of specified business
agreements to us;

- there is no action, investigation or proceeding by or before a
governmental body or person to which DBBC or its subsidiaries is subject,
the resolution of which would have a materially adverse effect on the
business of DBBC;

- DBBC has signed and delivered a bill of sale and an assignment agreement
to us;

- DBBC has signed and delivered those documents necessary to transfer
ownership of its real estate to us;

- there has been no amendment to the schedules DBBC delivered to us in
connection with the DBBC Acquisition Agreement, except as permitted;
74

- DBBC and its subsidiaries are holders of all governmental permits
necessary to conduct the business of DBBC;

- we have received a fairness opinion from our financial advisors;

- we have obtained the necessary financing to complete the DBBC
acquisition; and

- DBBC has corrected any material non-compliance with any environmental
laws and any material breaches with any of its environmental
representations and warranties.

The obligations of DBBC are subject to the satisfaction or waiver of the
following conditions:

- we have not breached in the performance of any covenants or agreements as
required by the DBBC acquisition;

- the representations and warranties we made in the DBBC Acquisition
Agreement are true and correct at the effective time of the DBBC
acquisition as if made at that time;

- there is no action or investigation pending before or by any governmental
body or person questioning the legality of the DBBC Acquisition Agreement
or the DBBC acquisition;

- DBBC has received an opinion from its counsel on the merger of the two
DBBC subsidiaries;

- we have signed and delivered the assumption agreement to DBBC; and

- there has been no material adverse effect on our business between the
date the DBBC Acquisition Agreement was signed and the effective time of
the DBBC acquisition.

If all of our conditions have been satisfied, and we fail to consummate the
DBBC acquisition, we must promptly reimburse DBBC for all of its expenses in
connection with the DBBC acquisition. However, this reimbursement may not exceed
$250,000.

REPRESENTATIONS AND WARRANTIES

We have made representations and warranties about us and our business,
customary for a transaction of this nature. These representations and warranties
relate to:

- our corporate existence, power and qualifications to do business;

- the necessary corporate authorization and governmental approvals, for us
and our subsidiaries, to enter into the DBBC Acquisition Agreement and
carry out the DBBC acquisition;

- our capital structure;

- the absence of a breach of our or our subsidiaries' articles of
incorporation, bylaws, court orders or material agreements, or violation
of laws to which we or our subsidiaries are subject as a result of
entering into the DBBC Acquisition Agreement and the DBBC acquisition;

- outstanding or threatened litigation against or affecting us or our
subsidiaries; and

- the truth and accuracy of our representations and warranties.

DBBC also made customary representations and warranties, including as to:

- corporate existence, power and qualifications of DBBC to do business and
carry out the DBBC acquisition;

- the absence of a breach of the certificate of organization and operating
agreements, or material agreements of DBBC, or violation of any laws to
which DBBC and its subsidiaries are subject, including as a result of
entering into the DBBC Acquisition Agreement and the DBBC acquisition;

- the membership structure and corporate structure of DBBC and its
subsidiaries;

- the equity interests owned by DBBC, its owners and its subsidiaries;
75

- the necessary corporate authorizations and governmental approvals for
DBBC to enter into the DBBC Acquisition Agreement and carry out the DBBC
acquisition;

- the financial statements of DBBC and its subsidiaries;

- the absence of any undisclosed liabilities of DBBC or its subsidiaries;

- the absence of certain changes in the respective businesses of DBBC and
its subsidiaries since December 31, 2000;

- taxes and tax returns of DBBC and its subsidiaries;

- the assets of DBBC and its subsidiaries;

- FCC licenses, permits, approvals, construction permits and
authorizations, and authorizations from other governmental entities, held
by DBBC and its subsidiaries;

- the intangible property of DBBC and its subsidiaries;

- employee benefit plans of DBBC and its subsidiaries;

- labor matters relating to DBBC and its subsidiaries;

- certain contracts of DBBC and its subsidiaries;

- environmental matters relating to DBBC and its subsidiaries;

- DBBC's bank accounts, deposit boxes and persons authorized to affect
transactions or with access to those deposit boxes;

- the insurance policies of DBBC and its subsidiaries;

- the indebtedness of insiders of DBBC and its subsidiaries;

- compliance with laws, court orders and governmental permits by DBBC and
its subsidiaries;

- the books and records of DBBC and its subsidiaries;

- the investment intent of DBBC regarding our common stock; and

- the truth and accuracy of the representations and warranties of DBBC.

ACTION PRIOR TO THE EFFECTIVE TIME

Prior to the effective time of the DBBC acquisition, DBBC and its
subsidiaries have agreed to operate their business in the ordinary course
substantially as presently operated. Specifically, they have agreed that they
will not (without our prior approval):

- make any material change in their operations;

- cease to operate their business in accordance with their FCC licenses and
applicable FCC requirements, rules and regulations;

- apply to the FCC for any construction permit or modifications of licenses
which would materially alter their business;

- transfer any of their governmental permits;

- make any capital expenditure or enter into any commitment greater than
$25,000 (except as otherwise permitted by the DBBC Acquisition
Agreement);

- enter into any agreement which cannot be assigned to us;

- enter into any real-estate contracts (other than for the purchase of the
studio property);

- sell, lease, transfer or otherwise dispose of any property outside the
ordinary course of business;

- cancel any debts owed to them outside the ordinary course of business;

- create, incur, guarantee or assume any indebtedness or enter into any
lease obligation (except as otherwise permitted by the DBBC Acquisition
Agreement);

- accelerate or delay collection of accounts receivable;

- accelerate or delay any payment of accounts payable;

- make any payments of cash or distribution of assets other than pursuant
to agreements entered in the ordinary course of business;

- make any changes in accounting policies;

- make any changes to current wages, bonuses, benefits or other terms or
conditions of employment outside the ordinary course of business;

- in the case of DBBC's subsidiaries, guaranty, agree to pay or otherwise
become liable for debts or obligations of DBBC;

- declare or pay any distributions, other than to provide funds for payment
of Federal or state income tax liabilities of the owners of DBBC; or

- agree to do any of the above.

DBBC has also agreed to allow us to conduct reasonable due diligence on its
assets and business. We and DBBC, together, have agreed to prepare and file (and
have filed) all necessary applications with the FCC for our acquisition of
DBBC's radio stations. We will also cooperate in the preparation and filing of
any other request for governmental approvals or waivers. Both parties will avoid
any actions which would make any of their representations or warranties made in
the DBBC Acquisition Agreement untrue or inaccurate as of the effective time of
the DBBC acquisition. We will further cooperate in securing the third-party
consents for assignment of agreements to us. We have agreed to conduct an
environmental audit of the real property DBBC will sell to us, and DBBC has
agreed to cure any material non-compliance with environmental laws. Finally, we
have agreed to hold a special meeting of our shareholders, for the purpose of
securing shareholder approval for the issuance of our common stock and a warrant
exercisable for our common stock in the DBBC acquisition.

TERMINATION

Prior to the effective time of the DBBC acquisition, the DBBC Acquisition
Agreement may be terminated as follows:

- by mutual agreement of us and DBBC;

- by either us or DBBC, if:

- the DBBC acquisition has not been completed on or before December 31,
2002 or a later, mutually agreed-upon date;

- the FCC does not approve our acquisition of DBBC's radio stations by
December 31, 2002;

- by us, if DBBC has continued in a material breach of the DBBC Acquisition
Agreement for 14 days after they receive our notice of the breach, and
the breach is not cured by the effective time of the DBBC acquisition; or

- by DBBC, if we have continued in a material breach of the DBBC
Acquisition Agreement for 14 days after we receive notice of the breach,
and the breach is not cured by the effective time of the DBBC
acquisition.
77

Upon termination of the DBBC Acquisition Agreement by any party, the other
parties remain liable for any willful breach of the DBBC Acquisition Agreement.

INDEMNIFICATION

We have agreed to reimburse DBBC, its owners, subsidiaries or
representatives for any claim against them stemming from:

- a failure to fulfill any covenant, agreement or obligation we had; or

- a breach of a warranty we gave;

- our ownership, use or operation of DBBC's business after the effective
time of the DBBC acquisition; and

- any assumed liability,

in connection with the DBBC Acquisition Agreement.

DBBC has agreed to reimburse us and our subsidiaries for any claim against
us stemming from:

- a failure to fulfill any covenant, agreement or obligation that DBBC or
its subsidiaries had;

- a breach of a warranty they gave;

- any excluded liability;

- the operation of their business prior to the effective time of the DBBC
acquisition; and

- their compliance with the law prior to the effective time of the DBBC
acquisition,

in connection with the DBBC Acquisition Agreement.

Generally, each representation, warranty, indemnification, covenant and
agreement by the parties to the DBBC Acquisition Agreement will survive for 18
months after the effective date of the DBBC acquisition. However, the liability
of any party for any claim against another party for misrepresentation or breach
of warranty or for failure to fulfill any covenant, agreement or obligation, is
subject to a ceiling: from the effective time of the DBBC acquisition, no party
will have to reimburse another party for misrepresentations or breaches of
warranty or for failures to fulfill any covenant, agreement or obligation in
excess of $5 million, if we are reimbursing DBBC or its owners, subsidiaries or
representatives, or in excess of the aggregate market value of the escrowed
shares of our common stock, if they are reimbursing us. Claims for reimbursement
are also subject to a minimum threshold: no party will have to reimburse another
party until the aggregate value of reimbursement claims against the party
exceeds $250,000. After that, the party must reimburse for all amounts in excess
of the threshold (but only up to the ceiling).

Claims based on intentional fraud can be brought at any time, for the full
reimbursement amount; the ceiling and threshold do not apply.

[REIMBURSEMENT CHART]
Each box represents a claim for reimbursement. When
added together by stacking them, liability for
reimbursement is illustrated; a party is only liable for the
value of claims above the threshold and below the ceiling.

OTHER DBBC ACQUISITION MATTERS

THE ESCROW AGREEMENT

At the effective time of the DBBC acquisition, we will enter into an escrow
agreement with DBBC under which we will place shares of our common stock to be
received by DBBC equal to 10% of the total purchase price, based upon an average
of the trading prices of our Class A Common Stock for the 15 full trading days
prior to closing, into an escrow account managed by a third party. These shares
will provide us with a source of recovery if any claims arise for which DBBC has
agreed to reimburse us.

If a claim subject to reimbursement is made against us within 18 months of
the date of this escrow agreement, we will give notice to the escrow agent and
to DBBC. If, after 30 days, there is no objection from DBBC, the escrow agent
will release to us the number of shares whose aggregate market value equals the
claim amount.

If there is an objection within 30 days of our notice, then the escrow
agent will hold the disputed shares until either we and DBBC agree to the proper
claim amount, or a court decides the issue.

On the 18-month anniversary of this escrow agreement, the escrow agent will
release all remaining escrowed shares to DBBC.

THE REGISTRATION RIGHTS AGREEMENT

Simultaneously with the closing of the DBBC acquisition, we will enter into
a registration rights agreement in which we grant specified registration rights
to DBBC with respect to the shares of our common stock issued to DBBC as
consideration in the DBBC acquisition (including those shares of common stock
that may be issued upon exercise of the warrant).

Under this agreement, commencing at the effective time of the DBBC
acquisition, DBBC will have the right to demand that we register these shares of
our common stock. DBBC shall only be entitled to exercise that demand right one
time; provided, however, that if we are unable to register more than 50% of

DBBC's shares on a registration statement upon DBBC's exercise of this right,
then DBBC will be entitled to a second demand right. We have agreed to use all
commercially reasonable efforts to cause a registration statement covering the
resale of these shares to be declared effective by the SEC, and to keep it
effective until the earlier of:

- the date on which all of those shares have been sold; or

- one year from the date the registration statement first becomes
effective.

We will pay all expenses associated with the registration of these shares,
excluding any brokers commissions or similar fees of securities-industry
professionals, and any transfer taxes relating to the sale or disposition of
these shares.

The registration rights agreement grants further rights, called piggyback
registration rights, to DBBC. The piggyback registration rights allow DBBC to
have its shares of our common stock received in the DBBC acquisition included in
any future public offering of our common stock. The demand registration right
and the piggyback registration rights expire once the shares of our common stock
issued in the DBBC acquisition have all been sold or may otherwise be disposed
of without a registration statement.

THE WARRANT TO PURCHASE COMMON STOCK

As described above, as a further part of the consideration we will pay for
the DBBC acquisition, we have agreed to issue a warrant to purchase shares of
our common stock to DBBC. The warrant will be exercisable for up to 250,000
shares of our Class A Common Stock. It may be exercised at any time up to six
months after the effective time of the DBBC acquisition, at an exercise price of
$12.00 per share of common stock. The number of shares subject to the warrant
and the exercise price will automatically adjust to compensate for a stock
dividend, stock split, stock combination or other, similar transaction that we
may undertake. The warrant is not subject to redemption, and currently there are
no warrants outstanding.

EXERCISE OF OPTION TO PURCHASE CERTAIN REAL PROPERTY

We have agreed to pay the indebtedness incurred by DBBC in its exercise of
an option to purchase certain real property located at 10 Music Circle,
Nashville, Tennessee, the location of the studio for DBBC's stations, pursuant
to a purchase option set forth in a lease agreement between DBBC and Partners on
the Row, L.L.C. dated June 16, 2000, referred to as the option. We have agreed
to pay no more than $1.75 million, consisting of a purchase price of $1.6
million and transaction costs associated with the purchase not exceeding
$150,000. In connection with the negotiation of the DBBC Acquisition Agreement,
Houlihan Lokey evaluated this real estate transaction and advised the special
committee that the value of the property exceeds the option exercise price. DBBC
exercised the option in January 2002, and the purchase is scheduled to be
completed prior to the end of February 2002. Our commitment to pay the costs
incurred by DBBC in connection with exercising this option is in addition to the
$21 million in liabilities and expenses that we are assuming or paying pursuant
to the DBBC acquisition.

THE VOTING AGREEMENT

Messrs. L. Dickey and J. Dickey, DBBC of Georgia, L.L.C. (another of our
shareholders, controlled by Messrs. L. Dickey, J. Dickey and their brothers, D.
Dickey and M. Dickey), Mr. Weening (one of our directors and another of our
shareholders), and CML Holdings, LLC, Quaestus & Co. and Quaestus Partner Fund
(three more of our shareholders, each controlled by Mr. Weening), have entered
into a voting agreement with respect to their shares of Cumulus Media, in
connection with the DBBC acquisition. Together, the group represents
approximately 38.2% of our voting power as of December 31, 2001. The
shareholders have agreed to vote in favor of the issuance of shares of our
common stock and a warrant in the DBBC acquisition. Additionally, they have
agreed not to dispose of their shares except under certain circumstances, prior
to the completion of the DBBC acquisition.

INFORMATION REGARDING DBBC

BUSINESS OF DBBC

DBBC is a limited liability company formed in June 1996. DBBC commenced
operations in May 1997 when it entered into a local marketing agreement to
operate the two radio stations for which Phoenix of Nashville, Inc. and Phoenix
of Hendersonville, Inc. owned the broadcast licenses (WVOL-AM and WQQK-FM,
respectively). On January 2, 1998, DBBC acquired the outstanding common stock of
Phoenix Communications Group, Inc., the parent corporation of Phoenix of
Nashville, Inc. and Phoenix of Hendersonville, Inc.

On May 24, 1999, DBBC purchased all of the voting common stock of Mt.
Juliet Broadcasting, Inc., which owns the radio broadcast license for WNPL-FM.
DBBC had previously purchased all of the non-voting common stock in Mt. Juliet
and had operated the station, starting in 1998, under a local marketing
agreement.

On April 17, 2000, DBBC purchased all of the voting and equity interest in
Mid-TN Broadcasters, LLC, which owned the broadcast license for WRQQ-FM.
Following the acquisition, Mid-TN assigned this broadcast license to DBBC. Part
of the consideration exchanged for this acquisition was the transfer of the
broadcast license and certain other related assets of WVOL-AM to the seller.

As a result of these transactions, DBBC is a radio broadcasting company
with three FM radio stations in the Nashville, Tennessee market. DBBC's cluster
in Nashville is well positioned, ranking second overall in Arbitron ratings. The
DBBC properties represent an opportunity to acquire a highly profitable,
well-run cluster of stations with an attractive diversity of stages of
development. While WQQK-FM is the market's ratings and revenue leader and enjoys
high cash flow margins, WRQQ-FM and WNPL-FM are still in the development stage,
but present opportunities for growth in the future.

DBBC holds a leading market position in Nashville, the 44th largest
Arbitron rated market. Its Nashville cluster ranks second with respect to
ratings in the most recently completed ratings period. WQQK-FM is the #1 revenue
generating FM station in the market, and #1 in target audience share in the 12+,
18 to 34 and 25 to 54 age group demographics. WQQK-FM has been the heritage
urban station serving the African American community in that market for 21
years. This station has accounted for virtually all of DBBC's historical cash
flow.

WRQQ-FM and WNPL-FM are developing stations with formats and ratings
momentum that provide a platform for growth. WRQQ-FM serves the adult
contemporary listener, targeting adults ages 25 to 54 with a secondary target of
women 25 to 44. WNPL-FM is an active rock station targeting men 18 to 34. Both
WRQQ and WNPL are less mature assets which are early in their respective growth
cycles. While both WRQQ and WNPL are single station, or stick, assets, the bulk
of the start-up efforts have been completed and start-up investment has been
completed. The formats are established and programming talent and sales
organizations are in place and in position to generate revenue and cash flow
growth.

One of the primary reasons for DBBC's ratings leadership in Nashville is
the radio stations' commitment to high quality programming and on-air talent.
Another important factor has been the growth experienced in Nashville itself.

Nashville is the capital of Tennessee and a vital transportation, business
and tourism center for North America. The Nashville Metropolitan Statistical
Area (MSA), in the center of the state, comprises eight counties and over one
million in population. The Nashville region's economy is diverse and mirrors the
national economy. The area benefits from low unemployment, consistent job
growth, substantial outside investment and expansion, and a well-trained,
growing labor force.

SELECTED HISTORICAL FINANCIAL DATA OF DBBC

We are providing the following DBBC selected historical consolidated
financial information to aid you in your analysis of the financial aspects of
the DBBC acquisition. The following information is only a

summary and should be read together with DBBC's audited and unaudited financial
statements, the related notes, and the discussion contained in "Management's
Discussion and Analysis of Financial Condition and Results of Operations of
DBBC" included in this proxy statement.

The selected historical consolidated financial data presented below have
been derived from the audited consolidated financial statements of DBBC as of
and for the years ended December 31, 2001, 2000 and 1999, included elsewhere in
this proxy statement. Selected historical consolidated financial data as of and
for the year ended December 31, 1998 have been derived from DBBC's audited
financial statements, which are not included herein. Selected historical
consolidated financial data as of December 31, 1997 and for the period from May
30, 1997, when DBBC commenced operations to December 31, 1997 have been derived
from DBBC's unaudited financial statements, which are not included herein. The
historical consolidated financial data of DBBC are not comparable from year to
year because of the acquisition and disposition of radio stations by DBBC during
the periods covered.

PERIOD FROM
YEAR YEAR YEAR YEAR MAY 30,
ENDED ENDED ENDED ENDED 1997 TO
DECEMBER 31, DECEMBER 31, DECEMBER 31, DECEMBER 31, DECEMBER 31,
2001 2000 1999 1998 1997
------------ ------------ ------------ ------------ ------------
(DOLLARS IN THOUSANDS)

STATEMENT OF OPERATIONS DATA:
Net revenues......................... $ 7,130 $ 7,566 $ 5,754 $ 4,725 $ 2,634
Station operating expenses excluding
depreciation and amortization and
LMA fees........................... 2,866 3,008 1,920 1,720 1,592
Depreciation and amortization........ 1,137 1,021 649 630 19
LMA fees and expenses................ 0 0 34 65 0
Corporate general and administrative
expenses........................... 1,444 1,288 915 668 211
Operating income..................... 1,683 2,249 2,236 1,642 812
Net interest income (expense)........ (1,544) (1,292) (911) (934) 1
Other income (expense), net.......... (13) (650) 1 (33) --
Net income........................... 126 307 1,326 675 813
OTHER FINANCIAL DATA:
Broadcast Cash Flow(1)............... $ 4,264 $ 4,558 $ 3,834 $ 3,005 $ 1,076
EBITDA(2)............................ 2,820 3,270 2,919 2,337 865
Net cash provided by operating
activities......................... 1,557 1,516 2,199 849 494
Net cash used in investing
activities......................... (768) (6,627) (1,851) (16) (12,256)
Net cash provided by (used in)
financing activities............... (813) 5,143 (443) (782) 11,913
BALANCE SHEET DATA:
Total assets......................... $22,860 $23,092 $15,301 $14,563 $ 14,320
Long-term debt (including current
portion)........................... 16,747 17,970 10,478 10,937 11,400
Members' equity...................... 4,235 4,140 3,858 3,429 2,219

---------------

(1) Broadcast cash flow consists of operating income (loss) before depreciation,
amortization, LMA fees, and corporate expenses and restructuring and
impairment charges. Although broadcast cash flow is not a measure of
performance calculated in accordance with GAAP, Cumulus Media's management
believes that it is useful to an investor in evaluating DBBC because it is a
measure widely used in the broadcasting industry to evaluate a radio
company's operating performance. Nevertheless, it should not be considered
in isolation or as a substitute for net income (loss), operating income
(loss), cash flows from operating activities or any other measure for
determining DBBC's operating performance or liquidity that is calculated in
accordance with GAAP. As broadcast cash flow is not a measure

calculated in accordance with GAAP, this measure may not be compared to
similarly titled measures employed by other companies.

(2) EBITDA consists of operating income (loss) before depreciation,
amortization, LMA fees, and restructuring and impairment charges. Although
EBITDA is not a measure of performance calculated in accordance with GAAP,
Cumulus Media's management believes that it is useful to an investor in
evaluating DBBC because it is a measure widely used in the broadcasting
industry to evaluate a radio company's operating performance. Nevertheless,
it should not be considered in isolation or as a substitute for net income
(loss), operating income (loss), cash flows from operating activities or any
other measure for determining DBBC's operating performance or liquidity that
is calculated in accordance with GAAP. As EBITDA is not a measure calculated
in accordance with GAAP, this measure may not be compared to similarly
titled measures employed by other companies.

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS OF DBBC

You should read the following information in conjunction with DBBC's
consolidated financial statements and notes to consolidated financial statements
beginning on page F-1. Historical results and percentage relationships may not
necessarily be indicative of operating results for any future periods.

OVERVIEW

DBBC owns and operates, through its subsidiaries, the radio broadcast
licenses for three FM radio stations in the Nashville, Tennessee market. DBBC's
primary source of revenues is the sale of advertising time on their radio
stations. Sales of advertising time are primarily affected by the demand for
advertising time from local, regional and national advertisers and the
advertising rates charged by radio stations. Advertising demand and rates are
based primarily on a station's ability to attract audiences in the demographic
groups targeted by its advertisers, as measured principally by Arbitron on a
periodic basis, generally once, twice or four times per year.

The number of advertisements that can be broadcast without jeopardizing
listening levels and the resulting rating is limited in part by the format of a
particular station. DBBC's stations strive to maximize revenue by constantly
managing the number of commercials available for sale and adjusting prices based
upon local market conditions. In the broadcasting industry, radio stations
sometimes utilize trade or barter agreements that exchange advertising time for
goods or services such as travel or lodging, instead of for cash.

DBBC's revenues vary throughout the year. As is typical in the radio
broadcasting industry, DBBC expects the first calendar quarter will produce the
lowest revenues for the year, and the fourth calendar quarter will generally
produce the highest revenues for the year.

DBBC's most significant station operating expenses are employee salaries
and commissions, programming expenses, selling expenses, promotional expenses,
and general and administrative expenses. The performance of radio station groups
is customarily measured by the ability to generate broadcast cash flow.

RESULTS OF OPERATIONS

YEAR ENDED DECEMBER 31, 2001 VERSUS THE YEAR ENDED DECEMBER 31, 2000

Net Revenues. Net revenues decreased $0.5 million, or 5.8%, to $7.1
million for the year ended December 31, 2001 from $7.6 million for the year
ended December 31, 2000. This decrease was primarily attributable to general
economic conditions and decreased advertising spending during the year ended
December 31, 2001 versus the prior year.

Station Operating Expenses, excluding Depreciation, Amortization and LMA
Fees. Station operating expenses excluding depreciation, amortization and LMA
fees decreased $0.1 million, or 4.7%, to $2.9 million for the year ended
December 31, 2001 from $3.0 million for the year ended December 31, 2000. This
decrease was primarily attributable to a decrease in the variable expenses
associated with lower

revenues for the year ended December 31, 2001 versus the prior year period, and
increased operating efficiencies in selling and programming three FM radio
stations in Nashville during the year ended December 31, 2001.

Depreciation and amortization. Depreciation and amortization increased
$0.1 million, or 11.4%, to $1.1 million for the year ended December 31, 2001
compared to $1.0 million for the year ended December 31, 2000. This increase was
primarily attributable to a full twelve months of depreciation and amortization
in 2001 relating to one radio station acquisition consummated during 2000.

General and Administrative Expenses. General and administrative expenses
increased $0.1 million, or 12.1%, to $1.4 million for the year ended December
31, 2001 compared to $1.3 million for the year ended December 31, 2000. The
increase in general and administrative expense was primarily attributable to
increased administrative costs to support the addition of a third radio station
in 2000.

Interest expense. Interest expense increased to $1.5 million for the year
ended December 31, 2001, compared to $1.3 million for the year ended December
31, 2000. This increase was a primarily attributable to higher long-term debt
balances outstanding for the year ended December 31, 2001 compared to the prior
year period. These higher average long-term debt levels were the result of the
acquisition of WRQQ-FM in April 2000.

Loss on Disposition of Broadcast License. Loss on disposition of broadcast
license for the year ended December 31, 2000 was related to the transfer of a
broadcast license of an AM radio station in connection with a transaction to
acquire an FM radio station, whereby the estimated fair market value of the
transferred license to the seller was $0.6 million less than its carrying value.

Net Income. As a result of the factors describe above, net income
decreased $0.2 million, or 59.0%, to $0.1 million for the year ended December
31, 2001 compared to $0.3 million for the year ended December 31, 2000.

Broadcast Cash Flow. As a result of the factors described above, broadcast
cash flow, or BCF, decreased $0.3 million, or 6.5%, to $4.3 million for the year
ended December 31, 2001, compared to $4.6 million for the year ended December
31, 2000. Broadcast cash flow consists of operating income (loss) before
depreciation, amortization, LMA fees, and corporate general and administrative
expense. Although BCF is not a measure of performance calculated in accordance
with GAAP, Cumulus Media's management believes that it is useful to an investor
in evaluating DBBC because it is a measure widely used in the broadcasting
industry to evaluate a radio company's operating performance. Nevertheless, it
should not be considered in isolation or as a substitute for net income (loss),
operating income (loss), cash flows from operating activities or any other
measure for determining DBBC's operating performance or liquidity that is
calculated in accordance with GAAP. As BCF is not a measure calculated in
accordance with GAAP, this measure may not be compared to similarly titled
measures employed by other companies.

EBITDA. As a result of the factors described above, EBITDA decreased $0.5
million, or 13.8%, to $2.8 million for the year ended December 31, 2001,
compared to an increase of $3.3 million for the year ended December 31, 2000.
EBITDA consists of operating income (loss) before depreciation, amortization,
LMA fees and restructuring and impairment charges. Although EBITDA is not a
measure of performance calculated in accordance with GAAP, Cumulus Media's
management believes that it is useful to an investor in evaluating DBBC because
it is a measure widely used in the broadcasting industry to evaluate a radio
company's operating performance. Nevertheless, it should not be considered in
isolation or as a substitute for net income (loss), operating income (loss),
cash flows from operating activities or any other measure for determining DBBC's
operating performance or liquidity that is calculated in accordance with GAAP.
As EBITDA is not a measure calculated in accordance with GAAP, this measure may
not be compared to similarly titled measures employed by other companies.

Broadcast Licenses. Broadcast licenses, net of amortization, were $18.9
million and $19.7 million as of December 31, 2001 and 2000, respectively. The
decrease in broadcast licenses, net during 2001 is

attributable to twelve months of amortization of broadcasting licenses in 2001.
Broadcast licenses are recorded at their estimated fair value on the date of the
related acquisition.

YEAR ENDED DECEMBER 31, 2000 VERSUS THE YEAR ENDED DECEMBER 31, 1999

Net Revenues. Net revenues increased $1.8 million, or 31.5%, to $7.6
million for the year ended December 31, 2000 from $5.8 million for the year
ended December 31, 1999. This increase was primarily attributable to the
acquisition of one radio station during the year ended December 31, 2000 and
operating one radio station acquired in 1999 for a full twelve months.

Station Operating Expenses, excluding Depreciation, Amortization and LMA
Fees. Station operating expenses excluding depreciation, amortization and LMA
fees increased $1.1 million, or 56.7%, to $3.0 million for the year ended
December 31, 2000 from $1.9 million for the year ended December 31, 1999. This
increase was primarily attributable to the acquisition of one radio station
during the year ended December 31, 2000 and operating one radio station acquired
in 1999 for a full twelve months.

Depreciation and amortization. Depreciation and amortization increased
$0.4 million, or 57.3%, to $1.0 million for the year ended December 31, 2000
compared to $0.6 million for the year ended December 31, 1999. This increase was
primarily attributable to depreciation and amortization relating to one radio
station acquisition consummated during 2000 and a full year of depreciation and
amortization on one radio station acquisition consummated during 1999.

General and Administrative Expenses. General and administrative expenses
increased $0.4 million, or 40.8%, to $1.3 million for the year ended December
31, 2000 compared to $0.9 million for the year ended December 31, 1999. The
increase in general and administrative expenses was primarily attributable to
increased administrative costs to support the addition of a third radio station
in 2000.

Interest expense. Interest expense increased to $1.3 million for the year
ended December 31, 2000, compared to $0.9 million for the year ended December
31, 1999. This increase was primarily attributable to interest recorded on a
$6.6 million advance received during the year under DBBC's December 31, 1997
loan and security agreement with CIT Group/Equipment Financing, Inc., and
interest recorded on notes payable to sellers for the acquisition of one radio
station during the year.

Net Income. As a result of the factors described above, net income
decreased $1.0 million, or 76.8%, to $0.3 million for the year ended December
31, 2000 compared to $1.3 million for the year ended December 31, 1999.

Broadcast Cash Flow. As a result of the factors described above, BCF
increased $0.8 million, or 18.9%, to $4.6 million for the year ended December
31, 2000, compared to $3.8 million for the year ended December 31, 1999.

EBITDA. As a result of the factors described above, EBITDA increased $0.4
million, or 12.0%, to $3.3 million for the year ended December 31, 2000,
compared to $2.9 million for the year ended December 31, 1999.

Broadcast Licenses. Broadcast licenses, net of amortization, were $19.7
million and $11.9 million as of December 31, 2000 and 1999, respectively. The
increase in broadcast licenses, net during 2000 is attributable to the
acquisition of one station during the year, partially offset by the transfer of
license of an AM station pursuant to the acquisition. Broadcast licenses are
recorded at their estimated fair value on the date of the related acquisition.

LIQUIDITY AND CAPITAL RESOURCES

DBBC's principal need for funds has been to fund working capital needs,
capital expenditures and interest and debt service payments. DBBC's principal
sources of funds for these requirements have been cash flow from operating
activities and debt financing. DBBC's principal needs for funds in the future
are expected to include the need to fund interest and debt service payments,
working capital needs and capital expenditures. DBBC believes that cash
generated from operations and proceeds from future debt financing will be
sufficient to meet its capital needs.

Year ended December 31, 2001 versus the year ended December 31, 2000. For
the year ended December 31, 2001, net cash provided by operations increased $0.1
million to $1.6 million from $1.5 million for the year ended December 31, 2000.
This increase was due primarily to an increase in working capital accounts,
partially offset by a decrease in net income for the year ended December 31,
2001 compared to the prior year period.

For the year ended December 31, 2001, net cash used in investing activities
decreased $5.8 million to $0.8 million from $6.6 million for the year ended
December 31, 2000. This decrease was due primarily to the acquisition of a
broadcast license on April 17, 2000.

For the year ended December 31, 2001, net cash used in financing activities
was $0.8 million, compared to net cash provided by financing activities of $5.1
million during the year ended December 31, 2000. The decrease in cash flows from
financing activities during the year ended December 31, 2001 was the result of
funding DBBC's acquisition with debt financing during the year ended December
31, 2000.

Year ended December 31, 2000 versus the year ended December 31, 1999. For
the year ended December 31, 2000, net cash provided by operating activities
decreased $1.4 million to $1.5 million, from $2.9 million for the year ended
December 31, 1999. This decrease was due primarily to the decrease in net
income, partially offset by an increase in non-cash expenses related to
depreciation and amortization and the loss on disposition of broadcast licenses
during the year ended December 31, 2000.

For the year ended December 31, 2000, net cash used in investing activities
increased $4.7 million, to $6.6 million, from $1.9 million for the year ended
December 31, 1999. This increase was due primarily to the acquisition of a
broadcast license on April 17, 2000.

For the year ended December 31, 2000, net cash provided by financing
activities was $5.1 million, compared to net cash used in financing activities
of $0.4 million during the year ended December 31, 1999. The increase in cash
flows from financing activities during the year ended December 31, 2000 was the
result of funding DBBC's acquisition with debt financing during the year ended
December 31, 2000.

Historical Acquisitions and Dispositions. During the year ended December
31, 2000, DBBC completed the acquisition of one station for an aggregate
purchase price of $9.5 million. During the year ended December 31, 2000, DBBC
sold the broadcast license and certain related assets of one station with a
carrying value of $1.1 million and a fair value of $0.5 million, generating a
loss on the sale of assets of $0.6 million.

Sources of Liquidity. DBBC financed its acquisitions during the year ended
December 31, 2000 primarily through debt financing obtained from the previous
owners of the acquired license. The debt financing included three notes totaling
$0.8 million and a fourth note in the amount of $1.8 million. The three notes
totaling $0.8 million bear interest at a rate of 6% per annum and mature on
April 14, 2002. The $1.8 million note is non-interest bearing and requires 120
monthly payments through April 2010, plus $0.8 million due April 14, 2002.

On December 31, 1997, DBBC entered into a loan and security agreement that
provided up to $12.1 million in term loans to fund acquisitions, of which $11.4
million was advanced to DBBC at that time. The $11.4 million is payable in
monthly principal amounts plus interest. On May 24, 1999, DBBC borrowed an
additional $0.7 million, payable in monthly principal amounts plus interest. On
April 17,

2000, the loan and security agreement was amended and restated to increase the
borrowing capacity up to $17.5 million to fund further acquisitions. On that
date, DBBC was advanced $6.6 million, payable in monthly principal amounts plus
interest. The interest rate on all borrowings under the loan and security
agreement is fixed at 8.766%. The loans are due on December 1, 2007, but may be
repaid at any time subject to a declining prepayment fee ranging from 2% to 1%
of the principal repaid during the first three years of each loan.

DBBC is subject to various financial covenants under the loan and security
agreement, including but not limited to, limitations on annual capital
expenditures and debt service coverage ratios. The loans are secured by DBBC's
accounts receivable, property, building and equipment, investments, broadcast
licenses and general intangibles, and the personal guarantees of four of the
five members. In the event of any "call event" in connection with the loans,
four of the five members have agreed to contribute to DBBC a combined total of
up to $0.5 million additional equity. As of December 31, 2001, DBBC was in
violation of the debt service coverage covenant, which gives CIT the legal right
to call these loans at any time. In DBBC's management's opinion, based upon
informal discussions with CIT and the pending transaction with Cumulus, as
described in Note 1, the loans will not be called; however, a formal waiver of
the loan covenant has not been obtained. Accordingly, the entire balance of the
notes payable to CIT has been classified as a current liability as required by
accounting principals generally accepted in the United States.

NEW ACCOUNTING PRONOUNCEMENTS

In July 2001, Statement of Financial Accounting Standards ("SFAS") No. 141,
"Business Combinations" and SFAS No. 142, "Goodwill and Intangible Assets", were
issued. In October 2001, SFAS No. 144 "Accounting for the Impairment or Disposal
of Long-Lived Assets" was issued. SFAS No. 141 requires that all business
combinations initiated after June 30, 2001, be accounted for using the purchase
method of accounting, and prohibits the use of the pooling-of-interests method
for such transactions. SFAS No. 141 also requires identified intangible assets
acquired in a business combination to be recognized as an asset apart from
goodwill if they meet certain criteria.

SFAS No. 142 applies to all goodwill and identified intangible assets
acquired in a business combination. Under the new standard, all goodwill,
including that acquired before initial application of the standard, will not be
amortized but must be tested for impairment at least annually. Identified
intangible assets should be amortized over their estimated useful lives and
reviewed for impairment in accordance with SFAS No. 144. Within six months of
initial application of the new standard, a transitional impairment test must be
performed on all goodwill. Any impairment loss recognized as a result of the
transitional impairment test should be reported as a change in accounting
principle. In addition to the transitional impairment test, the required annual
impairment test should be performed in the year of adoption of SFAS No. 142.
SFAS No. 142 is effective for fiscal years beginning after December 15, 2001,
(although early adoption would be permitted in certain circumstances) and must
be adopted as of the beginning of a fiscal year. Retroactive application is not
permitted. Upon adoption of SFAS No. 142, DBBC will cease amortization of its
goodwill and broadcast licenses (which have indefinite lives) and will review
those assets for impairment at least annually.

SFAS No. 144 addresses financial accounting and reporting for the
impairment or disposal of long-lived assets. While SFAS No. 144 supersedes SFAS
No. 121, "Accounting for the Impairment of Long-Lived Assets and for Long-Lived
Assets to Be Disposed Of" it retains many of the fundamental provisions of that
Statement. SFAS No. 144 also supersedes the accounting and reporting provisions
of APB Opinion No. 30, "Reporting the Results of Operations -- Reporting the
Effects of Disposal of a Segment of a Business, and Extraordinary, Unusual and
Infrequently Occurring Events and Transactions" for the disposal of a segment of
a business. However, it retains the requirement in Opinion 30 to report
separately discontinued operations and extends that reporting to a component of
an entity that either has been disposed of (by sale, abandonment, or in a
distribution to owners) or is classified as held for sale. SFAS No. 144 is
effective for fiscal years beginning after December 15, 2001 and interim periods
within those fiscal years. The adoption of SFAS No. 144 is not expected to
impact DBBC's consolidated financial statements.
87

QUALITATIVE AND QUANTITATIVE DISCLOSURES ABOUT MARKET RISK.

At December 31, 2001, 100% of DBBC's financing arrangements bear interest
at fixed interest rates. DBBC believes that it is not subject to any significant
interest rate risk.

FINANCING OF THE ACQUISITIONS

We will need approximately $114 million in cash to repay indebtedness being
assumed and to pay the cash portions of the purchase price for the Aurora
acquisition and the DBBC acquisition and other costs and expenses related to
those acquisitions. We currently have a senior credit facility that provides for
aggregate principal borrowing of $174.2 million, and consists of a seven-year
revolving credit facility of $49.4 million, an eight-year term loan facility of
$74.8 million and an eight and one-half year term loan facility of $50 million.
As of December 31, 2001, $159.8 million was outstanding under our senior credit
facility. In connection with the acquisitions, we will enter into new financing
arrangements that will enable us to refinance our existing indebtedness and to
make additional borrowings to fund the cash needed to consummate the Aurora
acquisition and the DBBC acquisition.

JPMorgan Chase Bank, Bank of America, N.A., CIT Lending Services
Corporation and SunTrust Bank, acting as agents, have committed, pursuant to a
commitment letter dated February 4, 2002, to provide credit facilities for up to
$350 million of indebtedness, on terms and conditions set forth in the
commitment letter. We will use approximately $160 million to repay all amounts
owing under our existing senior credit facility and approximately $114 million
to repay the indebtedness being assumed in connection with, together with the
cash portions of the purchase price for, the Aurora acquisition and the DBBC
acquisition, and other costs and expenses related to those acquisitions. The
facilities will include (1) $100 million in the form of a reducing revolving
credit facility, a portion of which will be available in the form of letters of
credit; (2) $100 million in the form of a term loan facility; and (3) $150
million in the form of a second term loan facility. We have the option to issue
new subordinated notes instead of a portion of the credit facilities. Prior to
the third anniversary of the date of the financing, we will be permitted to add
up to $150 million in additional revolving credit and term loan facilities,
under certain circumstances. JPMorgan Chase Bank will serve as the sole
administrative agent and collateral agent, and J.P. Morgan Securities Inc. will
serve as sole advisor, joint lead arranger and joint bookrunner for the
facilities. Banc of America Securities LLC will serve as joint lead arranger and
joint bookrunner, and Bank of America, N.A. will serve as syndication agent. It
is currently expected that the agent banks will form a syndicate of banks and/or
other financial institutions, acceptable to the agent banks, to provide the new
credit facilities.

The estimated sources and uses of funds in connection with the credit
facilities (not including any additional facilities that maybe added in the
future) are summarized as follows:

(IN MILLIONS)
-------------

USES OF FUNDS:
Cash payments to repay indebtedness under existing credit
facilities................................................ $160
Cash payments in the Aurora acquisition..................... 93
Cash payments in the DBBC acquisition....................... 21
Cash for future acquisitions and general corporate
purposes.................................................. 76
----
Total.................................................. $350
====
SOURCES OF FUNDS:
Revolving credit facility................................... $100
First term loan facility.................................... 100
Second term loan facility................................... 150
Total.................................................. $350
====

In addition to the conditions described below, the commitment of the agent
remains subject to, among other things, completion of due diligence and
execution of definitive loan agreements. We contemplate that definitive loan
agreements will be executed immediately prior to the closings of the Aurora
acquisition and the DBBC acquisition. While we do not expect that the definitive
loan agreements will differ materially from the terms and conditions of the
commitment letter, the following summary of the principal terms and conditions
of the credit facilities remains subject to change, even as to material terms
and conditions, based on further negotiations with the agent. We will not be
able to consummate the Aurora acquisition or the DBBC acquisition if we are
unable to complete the financing on terms acceptable to us.

The Revolving Credit Facility. The revolving credit facility will provide
for commitments to lend and to issue letters of credit, from time to time, up to
an aggregate amount at any time outstanding of $100 million. The revolving
credit facility will mature on the seventh anniversary of the date of the
financing (or on December 31, 2007 if we do not refinance or repay our existing
outstanding senior subordinated notes due in 2008, referred to as the 2008
Notes, prior to that date). Commitments under the revolving credit facility will
be reduced on a quarterly basis in the annual amounts set forth below (listed as
a percentage of the initial aggregate principal amount of the facility):

YEAR AFTER CLOSING DATE
OF FINANCING ANNUAL AMOUNT
----------------------- -------------

1........................................................... 0%
2........................................................... 0%
3........................................................... 10%
4........................................................... 15%
5........................................................... 20%
6........................................................... 20%
7........................................................... 35%

We expect to draw approximately $30 million of the revolving credit
facility for purposes of financing a portion of the two acquisitions, leaving
approximately $70 million available for our future working capital needs,
potential future acquisitions and other general corporate purposes.

The Term Loan Facilities. The term loan facilities will provide for
commitments to make term loans aggregating $250 million ($100 million under the
first term loan facility and $150 million under the second term loan facility).
We must draw the full amount of the term loan facilities at the time of the
financing. The first term loan facility will mature seven years after the date
of the financing (or on December 31, 2007 if we do not refinance or repay our
2008 Notes prior to that date), and will amortize in quarterly installments in
the annual amounts set forth below (listed as a percentage of the initial
aggregate principal amount of the facility):

YEAR AFTER CLOSING DATE
OF FINANCING ANNUAL AMOUNT
----------------------- -------------

1........................................................... 0%
2........................................................... 5%
3........................................................... 15%
4........................................................... 20%
5........................................................... 20%
6........................................................... 20%
7........................................................... 20%

The second term loan facility will mature eight years after the date of the
financing (or on December 31, 2007 if we do not refinance or repay our 2008
Notes prior to that date), and will amortize

in quarterly installments in the annual amounts set forth below (listed as a
percentage of the initial aggregate principal amount of the facility):

YEAR AFTER CLOSING DATE
OF FINANCING ANNUAL AMOUNT
----------------------- -------------

1........................................................... 0%
2........................................................... 1%
3........................................................... 1%
4........................................................... 1%
5........................................................... 1%
6........................................................... 1%
7........................................................... 1%
8........................................................... 94%

Mandatory Prepayment. Loans under the two term loan facilities will be
prepaid with (a) 50% of excess cash flow, provided that the term loan facilities
will be prepaid with 25% of excess cash flow when our total leverage ratio
(total debt to earnings, before interest, taxes, depreciation and amortization,
or EBITDA) is less than 5:1; (b) 100% of the net cash proceeds of all asset
sales or other dispositions of property by us and our subsidiaries, subject to
limited exemptions to be agreed upon; and (c) 100% of the net cash proceeds of
any debt incurred by us and our subsidiaries at any time when our total leverage
ratio is greater than or equal to 5:1, subject to limited exemptions to be
agreed upon (which will include exemptions permitting the issuance of high yield
subordinated debt securities, on terms to be agreed upon, in connection with the
refinancing of specified existing and outstanding debt).

Except under specified circumstances, the aggregate amount of each
above-described mandatory prepayment will be allocated equally to prepay
outstanding loans under each of the term loan facilities. Mandatory payments
under the revolving credit facility will be required to the extent that
outstanding loans and letters of credit under the facility exceed the
commitments.

Voluntary Prepayment. Voluntary prepayments of borrowings under any of the
facilities, and voluntary reductions of the unutilized portion of the facility
commitments, will be permitted at any time, in minimum principal amounts to be
agreed upon. The aggregate amount of each above-described voluntary prepayment
will be allocated equally to prepay outstanding loans under each of the term
loan facilities.

Conditions. The facilities and loans under the facilities will be subject
to customary conditions for facilities and transactions of this type, including,
without limitation, delivery of satisfactory legal opinions, evidence of
authority, accuracy of representations and warranties, receipt of guarantees and
collateral, evidence of insurance, receipt of any necessary consents or
approvals, and payments of fees and expenses. The effectiveness of and initial
borrowing under the facilities will also be subject to the following additional
conditions:

- we must terminate our existing credit agreement;

- if we issue any new subordinated notes, their terms and conditions must
be satisfactory to the lenders under these facilities;

- after giving effect to the Aurora acquisition and the DBBC acquisition,
we and our subsidiaries may have no indebtedness or preferred equity
interests other than (a) the loans and other extensions of credit under
these facilities, (b) any approved new subordinated notes; and (c) the
indebtedness set forth on our consolidated balance sheet for the fiscal
year ended December 31, 2001;

- the borrowings under the facilities may not violate the terms of
specified existing and outstanding debt; and

- we are not in default of our existing credit agreement.

The ongoing availability of loans and other extensions of credit under
these facilities will be subject to customary conditions for facilities and
transactions of this type, including the accuracy of representations and
warranties and the absence of default.

Guarantees and Security. Our obligations in respect of the facilities will
be guaranteed by each of our existing or subsequently acquired or organized
direct or indirect domestic subsidiaries (subject to specified exemptions), and
will be secured by substantially all of our and our subsidiaries' assets,
including, but not limited to, (a) a first-priority pledge of all of the capital
stock and membership interests we or our subsidiaries hold and (b) perfected
first-priority security interests in, or mortgages on, substantially all of our
or our subsidiaries' tangible and intangible assets, in each case subject to
specified exemptions. FCC licenses must be held in special-purpose subsidiaries
whose stock must be pledged as part of the collateral.

Interest Rates. The interest rates under the facilities will be, at our
option, based on a fixed spread above the London Interbank Offer Rate, or LIBOR,
per year or based on a fixed spread above an alternate bank rate, or ABR, which
is the higher of (a) the agent's prime rate, (b) the Federal Funds Effective
Rate plus 0.5%, or (c) the base certificate of deposit rate plus 1%, per year.
The fixed spread for the first term loan facility or the revolving credit
facility is based upon the total leverage ratio as of the most recent
determination date as follows:

TOTAL LEVERAGE RATIO LIBOR SPREAD ABR SPREAD
---------------------- ------------ ----------

> 6.5:1 3% 2%
< 6.5:1 and > 6:1 2.75% 1.75%
-
< 6:1 and > 5.5:1 2.5% 1.5%
-
< 5.5:1 and > 5:1 2.25% 1.25%
-
< 5:1 and > 4.5:1 2% 1%
-
< 4.5:1 and > 4:1 1.75% 0.75%
-
< 4:1 1.5% 0.5%

Notwithstanding the total leverage ratio, from the date of the financing
through December 31, 2002, the interest rate spread will be equal to 3% for
LIBOR borrowings and 2% for ABR borrowings.

For the second term loan facility, the fixed spread is based upon the total
leverage ratio as of the most recent determination date as follows:

TOTAL LEVERAGE RATIO LIBOR SPREAD ABR SPREAD
---------------------- ------------ ----------

> 5.5:1 3.5% 2.5%
-
< 5:1 3.25% 2.25%

We may elect interest periods of one, two, three or six months for LIBOR
borrowings. Interest will be payable at the end of each interest period.

Covenants. The facilities will contain affirmative covenants with respect
to us and our subsidiaries customary for facilities and transactions of this
type, including, without limitation, compliance with laws (including FCC
regulations) and FCC licenses. The facilities will also contain negative
covenants with respect to us and our subsidiaries customary for facilities and
transactions of this type, including, among other things, limitations on:

- indebtedness and preferred stock (with specified exemptions to allow the
repayment or redemption of existing outstanding indebtedness and preferred
stock);

- liens and sale-leaseback transactions;

- fundamental changes, including mergers, consolidations, liquidations and
change of business;

- investments, loans, guarantees, and acquisitions (with exemptions to
allow the Aurora acquisition and the DBBC acquisition);

- sale or disposition of assets;

- hedging agreements;

- restricted payments;

- prepayments, redemptions and repurchases of indebtedness;

- transactions with affiliates;

- specified restrictive agreements;

- amendments of debt and specified material agreements; and

- capital expenditures.

We and our subsidiaries will also be subject to specified financial
covenants, including:

- a maximum total leverage ratio;

- a maximum senior leverage ratio (senior debt to EBITDA);

- a minimum interest expense coverage ratio (EBITDA to interest expense);
and

- a minimum fixed charge coverage ratio (EBITDA to fixed charges).

Events of Default. Under the facilities, various specified events are
expected to constitute events of default, whose occurrence would entitle the
lenders to accelerate the maturity of all loans under the facilities, require
cash collateralization of all letter of credit obligations and to terminate all
commitments under the facilities. These events will include events customary for
facilities and transactions of this type, and will include, without limitation:

- nonpayment of principal or interest;

- violation of covenants;

- incorrectness of representations and warranties;

- cross default and cross acceleration;

- bankruptcy and insolvency events;

- material judgments;

- ERISA violations;

- actual or asserted invalidity of security interests; and

- a change-in-control,

all subject to customary notice, cure and grace periods.

Fees. We have agreed to pay commitment fees on the unused commitments
under the revolving credit facility commencing on the date of the financing and
payable quarterly in arrears, at the rate set forth below opposite the
applicable percentage of utilization of the revolving credit facility:

UTILIZATION COMMITMENT FEE
----------- --------------

>66.67% 0.5%
-
>33.33% and <66.67% 0.625%
-
<33.33% 0.75%

In addition, we have agreed to pay some expenses in connection with the
preparation, negotiation and administration of the new credit facilities as are
customary for financings of this type.

SECURITY OWNERSHIP OF CUMULUS MEDIA'S COMMON STOCK

The following table lists information concerning the beneficial ownership
of the common stock of the Company as of December 31, 2001 (unless otherwise
noted) by (i) each director and named executive officer of the Company and their
affiliates, (ii) all directors and executive officers as a group, and (iii) each
person known to the Company to own beneficially more than 5% of any class of
common stock of the Company.

CLASS A CLASS B CLASS C
COMMON STOCK(1) COMMON STOCK(1) COMMON STOCK(1)(2)
---------------------- ---------------------- ---------------------- PERCENTAGE
NUMBER OF NUMBER OF NUMBER OF OF VOTING
NAME OF SHAREHOLDER SHARES PERCENTAGE SHARES PERCENTAGE SHARES PERCENTAGE CONTROL
------------------- --------- ---------- --------- ---------- --------- ---------- ----------

State of Wisconsin Investment
Board(3)......................... -- -- 3,240,619 54.8% -- -- --
BA Capital Company, L.P.(4)........ 877,563 3.2% 1,979,996 33.5% -- -- 2.0%
The Northwestern Mutual Life Ins.
Company(5)....................... -- 693,728 11.7% -- -- --
CML Holdings, LLC(6)............... 655,100 2.4% -- -- 872,422 57.0% 22.2%
Quaestus & Co. Inc.(6)............. 101,000 * -- -- 237,313 15.5% 6.0%
DBBC of Georgia, LLC(7)............ 95,000 * -- -- 291,542 19.1% 7.0%
John Hancock Financial Services,
Inc.(8).......................... 3,424,190 11.0% -- -- -- -- 7.1%
Dimension Fund Advisors(9)......... 2,448,200 8.6% -- -- -- -- 5.6%
Capital Research and Management
Company(10)...................... 1,670,000 7.5% -- -- -- -- 4.9%
Richard W. Weening(6)(11).......... 967,550 3.5% -- -- 2,266,437 84.4% 43.2%
Lewis W. Dickey, Jr.(12)........... 441,740 1.6% -- -- 1,490,389 57.3% 28.4%
John W. Dickey(13)................. 319,166 1.1% -- -- -- -- *
Martin R. Gausvik(13).............. 140,625 * -- -- -- -- *
Jonathon Pinch(13)................. 71,875 * -- -- -- -- *
Robert H. Sheridan, III(14)........ -- -- -- -- -- -- *
Ralph B. Everett(15)............... 34,813 * -- -- -- -- *
Eric P. Robison(15)................ 35,813 * -- -- -- -- *
Holcombe T. Green, Jr.(15)......... 5,625 * -- -- -- -- *
All directors and executive
officers as a group (9
persons)......................... 2,017,207 7.1% -- -- 3,756,826 100% 59.8%

---------------

* Indicates less than one percent.

1. Except upon the occurrence of certain events, holders of Class B common
stock are not entitled to vote, whereas each share of Class A Common Stock
entitles its holders to one vote and subject to certain exceptions, each
share of Class C common stock entitles its holders to ten votes. The Class B
common stock is convertible at any time, or from time to time, at the option
of the holder of the Class B common stock (provided that the prior consent
of any governmental authority required to make the conversion lawful has
been obtained) without cost to such holder (except any transfer taxes that
may be payable if certificates are to be issued in a name other than that in
which the certificate surrendered is registered), into Class A Common Stock
or Class C common stock on a share-for-share basis; provided that the board
of directors has determined that the holder of Class A Common Stock at the
time of conversion would not disqualify the Company under, or violate, any
rules and regulations of the FCC.

2. Subject to certain exceptions, each share of Class C common stock entitles
its holders to ten votes. The Class C common stock is convertible at any
time, or from time to time, at the option of the holder of the Class C
common stock (provided that the prior consent of any governmental authority
required to make such conversion lawful has been obtained) without cost to
such holder (except any

transfer taxes that may be payable if certificates are to be issued in a
name other than that in which the certificate surrendered is registered),
into Class A Common Stock on a share-for-share basis; provided that the
board of directors has determined that the holder of Class A Common Stock at
the time of conversion would not disqualify the Company under, or violate,
any rules and regulations of the FCC. In the event of the death of Messrs.
L. Dickey or Weening or the disability of either of them which results in
the termination of that person's employment, each share of Class C common
stock held by that person or any related party or affiliate of that person
will automatically be converted into one share of Class A Common Stock.

3. The address of the State of Wisconsin Investment Board is P.O. Box 7842,
Madison, Wisconsin 53707. This information is based on a Schedule 13G filed
on February 10, 2000.

4. The address of BA Capital Company, L.P. is 100 North Tryon Street, Floor 25,
Bank of America Corporate Center, Charlotte, North Carolina 28255. Includes
options to purchase 37,313 shares of Class A Common Stock granted to BA
Capital Company, L.P. in connection with its participation in designating a
member to serve on the Board and exercisable within 60 days. This
information is based on a Schedule 13D/A filed on February 4, 2002.

5. The address of the Northwestern Mutual Life Insurance Company is 720 East
Wisconsin Avenue, Milwaukee, Wisconsin 53202. This information is based on a
Schedule 13G filed on February 2, 2000.

6. The address of CML Holdings, LLC, Quaestus & Co. Inc. and Richard W. Weening
is 400 E. Wisconsin Ave., 4th Floor, Milwaukee, Wisconsin 53202. This
information is based on a Schedule 13G filed on January 15, 2002. Mr.
Weening exercises voting and dispositive power with respect to the shares of
stock owned by CML Holdings, LLC and by Quaestus & Co. Inc.

7. The address of DBBC of Georgia, LLC is 50 Music Square W., Suite 901,
Nashville, TN 37203. Mr. Lewis Dickey, Jr. is the president of DBBC of
Georgia, LLC.

8. The address of John Hancock Financial Advisors is John Hancock Place, P.O.
Box 111, Boston, Massachusetts 02117. This information is based on a
Schedule 13G filed on February 12, 2002.

9. The address of Dimensional Fund Advisors, Inc. is 1299 Ocean Avenue, 11th
Floor, Santa Monica, California 90401. This information is based on a
Schedule 13G filed on February 12, 2002.

10. The address of Capital Research and Management Company is 333 Hope Street,
Los Angeles, California 90071. This information is based on a Schedule 13G
filed on February 11, 2002.

11. Represents beneficial ownership attributable to Mr. Weening as a result of
his direct ownership of 81,450 shares of Class A Common Stock and his
controlling interests in Quaestus & Co. Inc. Corporation, which currently
holds 101,000 shares of Class A Common Stock and 237,313 shares of Class C
common stock, Quaestus Partner Fund, which currently holds 100,000 shares of
Class A Common Stock, and CML Holdings, LLC, which currently holds 655,100
shares of Class A Common Stock and 872,422 shares of Class C common stock.
Also includes options to purchase 30,000 shares of Class A Common Stock and
1,156,702 shares of Class C common stock granted to Mr. Weening and
exercisable within 60 days. Mr. Weening disclaims beneficial ownership of
shares owned by CML Holdings, LLC, QUAESTUS & Co. Inc. and Quaestus Partners
Fund, except to the extent of his pecuniary interest therein.

12. Represents beneficial ownership attributable to Mr. Dickey as a result of
his direct ownership of 66,740 shares of Class A Common Stock and 128,000
shares of Class C common stock and his controlling interest in DBBC of
Georgia, LLC, which currently holds 95,000 shares of Class A Common Stock
and 291,542 shares of Class C common stock. Also includes options to
purchase 280,000 shares of Class A Common Stock and 1,070,847 shares of
Class C common stock granted to Mr. Dickey and exercisable within 60 days.
Mr. Dickey disclaims beneficial ownership of shares owned by DBBC of
Georgia, LLC except to the extent of his pecuniary interest therein.

13. Includes options to purchase 247,166 shares of Class A Common Stock
exercisable within 60 days granted to Mr. J. Dickey, 140,625 shares of Class
A Common Stock exercisable within 60 days granted to Mr. Gausvik, and 71,875
shares of Class A Common Stock exercisable within 60 days granted to Mr.
Pinch.

14. Does not reflect shares owned by BA Capital Company, L.P. Mr. Sheridan is a
senior vice president and managing director of BA Capital Company, L.P. and
a Managing Director of Bank of America Capital Investors, one of the
principal investment groups within Bank of America Corporation.

15. Includes options to purchase 28,250 shares of Class A Common Stock
exercisable within 60 days granted to Mr. Everett, 27,813 shares of Class A
Common Stock exercisable within 60 days granted to Mr. Robison and 5,625
shares of Class A Common Stock exercisable within 60 days granted to Mr.
Green.

SHAREHOLDERS' PROPOSALS

We intend to hold our next annual meeting of shareholders in May 2002. If
you are still a shareholder of Cumulus Media, you will be entitled to attend and
participate in the meeting. Any shareholder of Cumulus Media who wished to
present a proposal to be considered at the 2002 annual meeting of shareholders,
whether or not that shareholder sought to have the proposal included in our
proxy materials for the 2002 annual meeting, was required to deliver the
proposal in writing to the secretary of Cumulus Media by February 3, 2002.
Pursuant to the rules of the Securities Exchange Act of 1934, as amended, we may
use discretionary authority to vote proxies with respect to shareholder
proposals to be presented in person at the 2002 annual meeting of shareholders
if the shareholder making the proposal did not give us notice by February 16,
2002.

WHERE YOU CAN FIND MORE INFORMATION

As required by law, we file reports, proxy statements and other information
with the SEC. You may read and copy this information at the following offices of
the SEC:

Public Reference Room New York Regional Office Chicago Regional Office
450 Fifth Street, N.W. 233 Broadway 500 West Madison Street
Room 1024 New York, New York 10279 Suite 1400
Washington, D.C. 20549 Chicago, Illinois 60661

For further information concerning the SEC's public reference rooms, you
may call the SEC at (800) SEC-0330. You may obtain copies of this information by
mail from the public reference section of the SEC, 450 Fifth Street, N.W., Room
1024, Washington, D.C. 20549, at prescribed rates. You may also access some of
this information via the World Wide Web through the SEC's Internet address at
www.sec.gov.

The SEC allows us to "incorporate by reference" information into this proxy
statement, which means that we can disclose important information to you by
referring you to another document filed separately with the SEC. The information
incorporated by reference is deemed to be part of this proxy statement, except
for any information superseded by information in, or incorporated by reference
in, this proxy statement. This proxy statement incorporates by reference the
documents set forth below that we have previously filed with the SEC. These
documents contain important information about Cumulus Media and its finances.

SEC FILINGS (FILE NO. 000-24525) PERIOD
Annual Report on Form 10-K Year ended December 31, 2001
Registration Statement on Form 8-A Filed on June 24, 1998

We are also incorporating by reference additional documents that we file
with the SEC between the date of this proxy statement and the date of the
special meeting.

If you are a Cumulus Media shareholder, we may have sent you some of the
documents incorporated by reference, but you can obtain any of them through us
or the SEC. Documents incorporated by reference are available from us without
charge, excluding all exhibits unless we have specifically incorporated by
reference an exhibit in this proxy statement. Shareholders may obtain documents
incorporated by reference in this proxy statement by requesting them in writing
or by telephone from Cumulus Media at the following address:

Cumulus Media Inc.
3535 Piedmont Road
Building 14, Fourteenth Floor
Atlanta, GA 30305
Telephone: (404) 949-0700

YOU SHOULD RELY ONLY ON THE INFORMATION CONTAINED OR INCORPORATED BY
REFERENCE IN THIS PROXY STATEMENT TO VOTE ON THE PROPOSALS. WE HAVE NOT
AUTHORIZED ANYONE TO PROVIDE YOU WITH INFORMATION THAT IS DIFFERENT FROM WHAT IS
CONTAINED OR INCORPORATED BY REFERENCE IN THIS PROXY STATEMENT.

INDEX TO UNAUDITED PRO FORMA COMBINED FINANCIAL STATEMENTS

PAGE
----

UNAUDITED PRO FORMA COMBINED FINANCIAL STATEMENTS (AURORA
ACQUISITION)
Introduction................................................ P-2
Unaudited Pro Forma Combined Balance Sheet as of December
31, 2001.................................................. P-3
Unaudited Pro Forma Combined Statement of Operations for the
year ended December 31, 2001.............................. P-4
Notes to the Unaudited Pro Forma Combined Financial
Statements................................................ P-5
UNAUDITED PRO FORMA COMBINED FINANCIAL STATEMENTS (DBBC
ACQUISITION)
Introduction................................................ P-8
Unaudited Pro Forma Combined Balance Sheet as of December
31, 2001.................................................. P-9
Unaudited Pro Forma Combined Statement of Operations for the
year ended December 31, 2001.............................. P-10
Notes to the Unaudited Pro Forma Combined Financial
Statements................................................ P-11
UNAUDITED PRO FORMA COMBINED FINANCIAL STATEMENTS (BOTH
ACQUISITIONS)
Introduction................................................ P-14
Unaudited Pro Forma Combined Balance Sheet as of December
31, 2001.................................................. P-15
Unaudited Pro Forma Combined Statement of Operations for the
year ended December 31, 2001.............................. P-16
Notes to the Unaudited Pro Forma Combined Financial
Statements................................................ P-17

P-1

UNAUDITED PRO FORMA COMBINED FINANCIAL STATEMENTS (AURORA ACQUISITION)

The following unaudited pro forma combined financial statements describe
the pro forma effects of the Aurora acquisition on:

- our balance sheet as of December 31, 2001; and

- our statement of operations for the year ended December 31, 2001.

The following unaudited pro forma combined statement of operations for the
year ended December 31, 2001 also describes the pro forma effects of Aurora
Communications' acquisition of nine radio stations from Crystal Communications
Corporation, referred to as the Poughkeepsie acquisition, which was consummated
on May 8, 2001. The pro forma effects of the Poughkeepsie acquisition have been
presented in the accompanying unaudited pro forma combined financial statements
to provide a more comprehensive description of the pro forma effects of the
Aurora acquisition.

The purpose of these unaudited pro forma combined financial statements is
to demonstrate how the combined financial statements of these businesses might
have appeared if each of the acquisitions had been completed at the beginning of
the period presented, using the assumptions and adjustments described in the
accompanying notes to the unaudited pro forma combined financial statements.

The unaudited pro forma combined financial statements reflect the use of
the purchase method of accounting for all acquisitions. The unaudited pro forma
combined statement of operations for the year ended December 31, 2001 reflects
adjustments as if the acquisitions had occurred on January 1, 2001. The
unaudited pro forma combined balance sheet as of December 31, 2001 gives effect
to the Aurora acquisition, as if it had occurred on December 31, 2001. The
financial effects of the transactions presented in the unaudited pro forma
combined financial statements are not necessarily indicative of either the
financial position or results of operations that would have been obtained had
the acquisitions actually occurred on the dates set forth above, nor are they
necessarily indicative of the results of future operations. We expect to incur
integration expenses as well as potential operating efficiencies as a result of
the Aurora acquisition. The unaudited pro forma combined financial statements do
not reflect any of these potential expenses and operating efficiencies that may
occur due to our integration of Aurora Communications. The unaudited pro forma
combined financial statements should be read in conjunction with our historical
financial statements, including the related notes, incorporated by reference to
this proxy statement, and the historical financial statements of Aurora
Communications, including the related notes, beginning on page F-1.

Certain assets and liabilities in the consolidated balance sheet of Aurora
Communications have been reclassified to conform to the Cumulus Media line item
presentation in the unaudited pro forma combined balance sheet. Certain expenses
and other income (expense) items in the consolidated statement of operations of
Aurora Communications and Poughkeepsie have been reclassified to conform to the
Cumulus Media line item presentation in the unaudited pro forma combined
statement of operations.

P-2

CUMULUS MEDIA INC.

UNAUDITED PRO FORMA COMBINED BALANCE SHEET

AS OF DECEMBER 31, 2001

(A) (B) (C) (A)+(B)+(C)=(D)
CUMULUS AURORA PRO FORMA PRO FORMA
HISTORICAL HISTORICAL ADJUSTMENTS COMBINED
---------- ---------- ----------- ---------------
(IN THOUSANDS)

ASSETS
CURRENT ASSETS
Cash and cash equivalents................. $ 5,308 $ 687 $ 0 $ 5,995
Restricted cash........................... 13,000 0 0 13,000
Accounts receivable, net.................. 34,394 6,432 0 40,826
Prepaid expenses and other current
assets.................................. 6,656 324 0 6,980
Deferred tax assets....................... 6,689 0 0 6,689
-------- -------- -------- ----------
Total current assets...................... 66,047 7,443 0 73,490
Property and equipment, net............... 82,974 10,327 0 93,301
Intangible assets, net.................... 791,863 134,397 103,524(1) 1,029,784
Other assets.............................. 24,433 2,037 2,054(2) 28,524
-------- -------- -------- ----------
Total assets.............................. $965,317 $154,204 $105,578 $1,225,099
======== ======== ======== ==========
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
Accounts payable and accrued expenses..... $ 50,271 $ 2,535 $ (529)(3) $ 52,277
Current portion of long-term debt......... 770 392 (392)(3) 770
Other current liabilities................. 808 0 395(1) 1,203
-------- -------- -------- ----------
Total current liabilities................. 51,849 2,927 (526) 54,250
Long-term debt............................ 319,248 80,000 17,079(3) 416,327
Other liabilities......................... 2,984 2,603 (1,814)(3) 3,773
Deferred income taxes..................... 32,863 0 31,556(4) 64,419
-------- -------- -------- ----------
Total liabilities......................... 406,944 85,530 46,295 538,769
Series A Preferred Stock.................. 134,489 0 0 134,489
STOCKHOLDERS' EQUITY
Class A Common Stock...................... 285 0 16(5) 301
Class B Common Stock...................... 59 0 90(5) 149
Class C Common Stock...................... 15 0 0 15
Additional paid in capital................ 504,259 0 118,434(5) 622,693
Members' interests........................ 0 68,674 (68,674)(6) 0
Issued Class A Common Stock held in
escrow.................................. (9,417) 0 9,417(5) 0
Loan to officers.......................... (9,984) 0 0 (9,984)
Accumulated deficit....................... (61,333) 0 0 (61,333)
-------- -------- -------- ----------
Total stockholders' equity................ 423,884 68,674 59,283 551,841
-------- -------- -------- ----------
Total liabilities and stockholders'
equity.................................. $965,317 $154,204 $105,578 $1,225,099
======== ======== ======== ==========

See accompanying notes to the unaudited pro forma combined financial statements.
P-3

CUMULUS MEDIA INC.

UNAUDITED PRO FORMA COMBINED STATEMENT OF OPERATIONS

FOR THE YEAR ENDED DECEMBER 31, 2001

(C)
POUGHKEEPSIE (A)+(B)+(C)+
(A) (B) HISTORICAL (D) (D) = (E)
CUMULUS AURORA (JANUARY 1, 2001 - PRO FORMA PRO FORMA
HISTORICAL HISTORICAL MAY 7, 2001) ADJUSTMENTS COMBINED
----------- ---------- ------------------ ----------- ------------
(IN THOUSANDS, EXCEPT SHARE AND PER SHARE DATA)

Revenues................... $ 222,185 $34,922 $3,724 $ 0 $ 260,831
Less: agency commissions... (20,857) (3,167) (238) 0 (24,262)
----------- ------- ------ ------ -----------
Net revenues............... 201,328 31,755 3,486 0 236,569
Station operating expenses,
excluding depreciation,
amortization, and LMA
fees..................... 141,598 17,939 2,303 0 161,840
Depreciation and
amortization............. 50,585 4,300 214 1,138(7) 56,237
LMA fees................... 2,815 0 0 0 2,815
Corporate general and
administrative........... 15,180 3,328 227 0 18,735
Restructuring and other
charges.................. 6,781 0 0 0 6,781
----------- ------- ------ ------ -----------
Total operating expenses... 216,959 25,567 2,744 1,138 246,408
----------- ------- ------ ------ -----------
Operating income (loss).... (15,631) 6,188 742 (1,138) (9,839)
Interest income............ 2,160 28 0 0 2,188
Interest expense........... (30,876) (7,479) 0 950(8) (37,405)
Other income, net.......... 10,300 0 0 0 10,300
----------- ------- ------ ------ -----------
Income (loss) before income
taxes.................... (34,047) (1,263) 742 (188) (34,756)
Income tax (expense)
benefit.................. 3,494 0 0 (276)(9) 3,218
----------- ------- ------ ------ -----------
Net income (loss) before
extraordinary item....... (30,553) $(1,263) $ 742 $ (464) (31,538)
======= ====== ======
Preferred stock
dividends................ 17,743 17,743
----------- -----------
Net loss from continuing
operations attributable
to common stockholders... $ (48,296) $ (49,281)
=========== ===========
Basic and diluted loss per
common share from
continuing operations.... $ (1.37) $ (1.08)
=========== ===========
Weighted average common
shares outstanding....... 35,169,899 45,721,081
=========== ===========

See accompanying notes to the unaudited pro forma combined financial statements.

P-4

NOTES TO THE UNAUDITED PRO FORMA COMBINED
FINANCIAL STATEMENTS
(IN THOUSANDS, EXCEPT SHARE DATA)

NOTES TO UNAUDITED PRO FORMA COMBINED BALANCE SHEET AS OF DECEMBER 31, 2001:

(1) To reflect the excess of acquisition cost over the estimated fair value of
net assets acquired (intangible assets). The consideration to be paid in
connection with the Aurora acquisition consists of: (i) $93,000 cash, (ii)
1,570,034 shares of our Class A Common Stock, with a fair value of $18,605,
(iii) 8,981,148 shares of our Class B Common Stock, with a fair value of
$106,427, and (iv) warrants to acquire 833,333 shares of our common stock,
with a fair value of $2,925. The warrants have an exercise price of $12.00
and a term of one-year. The fair value of the warrants was calculated using
the Black-Scholes option pricing model with the following assumptions: no
dividends, one-year life, 2.32% risk-free interest rate, and 75.23%
volatility.

The purchase price and purchase price allocation are summarized as follows:

Purchase price proposed to be paid as:
Cash................................................... $ 93,000
Class A Common Stock (at $0.01 par value).............. 16
Class B Common Stock (at $0.01 par value).............. 90
Additional paid-in capital............................. 127,851
---------
Total purchase consideration......................... $ 220,957

Purchase price allocation:
Cash................................................... $ 687
Accounts receivable, net............................... 6,432
Prepaid expenses and other current assets.............. 324
Property and equipment................................. 10,327
Other assets........................................... 12
Intangible assets...................................... 237,921
Accounts payable and accrued expenses.................. (2,006)
Other current liabilities.............................. (395)
Other liabilities...................................... (789)
Deferred tax liabilities............................... (31,556)
---------
Total purchase consideration......................... $ 220,957
Adjustment to step-up the intangible assets to fair value:
Intangible assets at fair value........................... $ 237,921
Less: historical book value of Aurora's intangible
assets................................................. (134,397)
---------
Net increase in intangible assets...................... $ 103,524

The fair value of the working capital accounts and property and equipment
proposed to be acquired approximate their carrying values in the historical
balance sheet of Aurora Communications.

Other current liabilities of $395 and other liabilities of $789 represent
the short-term and long-term elements of an accrual for termination
payments assumed by Cumulus Media to be paid to a member of Aurora
Communications, effective upon consummation of this transaction, pursuant
to the terms of the member's employment agreement.

(2) To reflect the $2,054 increase to other assets resulting from (i) the
capitalization of $4,079 of deferred finance costs expected to be incurred
in connection with the establishment of a new credit facility to finance
the cash portion of the Aurora acquisition and to obtain the cash required
to settle

P-5

NOTES TO THE UNAUDITED PRO FORMA COMBINED
FINANCIAL STATEMENTS -- (CONTINUED)

the liabilities assumed in the DBBC acquisition (described elsewhere in
this proxy statement), less (ii) $2,025 of deferred finance costs in the
historical balance sheet of Aurora Communications. The total capitalized
financing costs relating to the new credit facility are expected to be
$5,000, and we estimate that $4,079 of these costs are attributable to the
Aurora acquisition.

The unaudited pro forma combined balance sheet does not reflect an
adjustment for the expected write-off of $6,627 of deferred finance costs
upon the establishment of a new credit facility and termination of our
existing credit facility. The write-off of deferred financing costs will be
presented as an extraordinary item, net of related tax effects, in our
financial statements in the period in which it occurs.

(3) To reflect the $529 decrease to accounts payable and accrued expenses, the
$392 decrease to the current portion of long-term debt, the $17,079
increase to long-term debt, and the $1,814 decrease to other liabilities
resulting from the following: (i) issuance of $93,000 of long-term debt to
finance the cash portion of the Aurora acquisition; (ii) the incurrence of
$4,079 of incremental indebtedness to fund the deferred finance costs
associated with a new credit facility, (iii) the accrual of $789 in other
liabilities for termination payments as described in note (1); less (iv)
repayment of $80,392 of Aurora Communications' long-term debt (including
the $392 current portion of Aurora Communications' long-term debt), $529 of
current accrued interest and $2,603 of long-term accrued interest thereon
upon closing of the Aurora acquisition, pursuant to the terms of the Aurora
Acquisition Agreement.

We expect to finance the cash portion of the Aurora acquisition through the
issuance of $93,000 of long-term debt upon establishment of a new credit
facility, which is expected to replace our existing facility.

(4) To reflect the establishment of a deferred tax liability in purchase
accounting, resulting from the book/tax differences of certain acquired
assets.

(5) To reflect the issuance of equity instruments as partial consideration for
the Aurora acquisition as follows: (i) 1,570,034 shares of our Class A
Common Stock, with a fair value of $18,605 (par value $0.01 per share),
(ii) the issuance of 8,981,148 shares of our Class B Common Stock, with a
fair value of $106,427 (par value $0.01 per share), and (iii) warrants to
acquire 833,333 shares of our common stock, with a fair value of $2,925;
less (iv) shares of Class A Common Stock returned to Cumulus Media from an
escrow account and cancelled at closing ($9,417).

(6) To reflect the elimination of the members' capital accounts of Aurora
Communications.

NOTES TO UNAUDITED PRO FORMA COMBINED STATEMENT OF OPERATIONS FOR THE YEAR ENDED
DECEMBER 31, 2001:

(7) To reflect the increased amortization expense during the period from
January 1, 2001 through May 7, 2001 resulting from the fair value step-up
of intangible assets and property and equipment that Aurora Communications
acquired in the Poughkeepsie acquisition on May 8, 2001.

The unaudited pro forma combined statement of operations for the year ended
December 31, 2001 does not reflect an adjustment to increase amortization
expense in relation to fair value step-up of intangible assets (consisting
of goodwill and broadcast licenses) in connection with the Aurora
acquisition. Under the provisions of Statement of Accounting Standards
("SFAS") No. 142, Goodwill and Other Intangible Assets, goodwill and
certain intangible assets with indefinite lives that are acquired after
June 30, 2001 will not be amortized, but must be tested for impairment at
least annually. We intend to renew our acquired broadcast licenses
indefinitely and cash flows from the licenses are expected to continue
indefinitely. The broadcast licenses proposed to be acquired will not be
amortized and will be tested for impairment at least annually under the
provisions of SFAS

P-6

NOTES TO THE UNAUDITED PRO FORMA COMBINED
FINANCIAL STATEMENTS -- (CONTINUED)

No. 142. The Aurora acquisition is not expected to be completed until the
first or second quarter of 2002, so our operating results will not reflect
additional amortization expense from the acquired intangible assets.

(8) To reflect the net decrease in interest expense relating to the following:
(i) $5,696 of interest expense relating to $93,000 of borrowings expected
to be drawn under a new credit facility to finance the cash portion of the
Aurora acquisition, (ii) $250 of interest expense relating to $4,079 of
borrowings expected to be drawn under a new credit facility to finance the
costs of the new credit facility, and (iii) $583 amortization of deferred
finance costs of $4,079 expected to be incurred in connection with the
establishment of a new credit facility with a seven-year term, less (iv)
the elimination of $7,479 of interest expense on Aurora Communications'
books relating to long-term debt that will be repaid upon consummation of
the Aurora acquisition, pursuant to the terms of the Aurora Acquisition
Agreement. The interest rate on the new debt is assumed to be 6.125
percent. A change of 1/8 percent in the interest rate would result in a
change in interest expense and pre-tax net loss of $121.

The unaudited pro forma combined statement of operations does not reflect
an adjustment for the expected write-off of $6,627 of deferred finance
costs upon the establishment of a new credit facility and termination of
our existing credit facility. The write-off of deferred financing costs
will be presented as an extraordinary item, net of related tax effects, in
our financial statements in the period in which it occurs.

(9) To reflect the income tax effects, using a 39% tax rate, of the income
(loss) from the following: (i) the historical operations of Aurora
Communications for the year ended December 31, 2001, (ii) the historical
operations of Poughkeepsie from January 1, 2001 through May 7, 2001, and
(iii) the pro forma adjustments to increase amortization and decrease
interest expense.

P-7

UNAUDITED PRO FORMA COMBINED FINANCIAL STATEMENTS (DBBC ACQUISITION)

The following unaudited pro forma combined financial statements describe
the pro forma effects of the DBBC acquisition on:

- our balance sheet as of December 31, 2001; and

- our statement of operations for the year ended December 31, 2001.

The purpose of these unaudited pro forma combined financial statements is
to demonstrate how the combined financial statements of the businesses might
have appeared if the DBBC acquisition had been completed at the beginning of the
periods presented, using the assumptions and adjustments described in the
accompanying notes to the unaudited pro forma combined financial statements.

The unaudited pro forma combined financial statements reflect the use of
the purchase method of accounting for the DBBC acquisition. The unaudited pro
forma combined statement of operations for the year ended December 31, 2001
reflects adjustments as if the DBBC acquisition had occurred on January 1, 2001.
The unaudited pro forma combined balance sheet as of December 31, 2001 gives
effect to the DBBC acquisition, as if it had occurred on December 31, 2001. The
financial effects of the transaction presented in the unaudited pro forma
combined financial statements are not necessarily indicative of either the
financial position or results of operations that would have been obtained had
the DBBC acquisition actually occurred on the dates set forth above, nor are
they necessarily indicative of the results of future operations. We expect to
incur integration expenses as well as potential operating efficiencies as a
result of the DBBC acquisition. The unaudited pro forma combined financial
statements do not reflect any of these potential expenses and operating
efficiencies that may occur due to our integration of DBBC. The unaudited pro
forma combined financial statements should be read in conjunction with our
historical financial statements, including the related notes, incorporated by
reference to this proxy statement, and the historical financial statements of
DBBC, including the related notes, beginning on page F-1.

Certain assets and liabilities in the consolidated balance sheet of DBBC
have been reclassified to conform to the Cumulus Media line item presentation in
the unaudited pro forma combined balance sheet. Certain expenses and other
income (expense) items in the consolidated statement of operations of DBBC have
been reclassified to conform to the Cumulus Media line item presentation in the
unaudited pro forma combined statement of operations.

P-8

CUMULUS MEDIA INC.

UNAUDITED PRO FORMA COMBINED BALANCE SHEET

AS OF DECEMBER 31, 2001

(A) (B) (C) (A)+(B)+(C)=(D)
CUMULUS DBBC PRO FORMA PRO FORMA
HISTORICAL HISTORICAL ADJUSTMENTS COMBINED
---------- ---------- ----------- ---------------
(IN THOUSANDS)

ASSETS
CURRENT ASSETS
Cash and cash equivalents................ $ 5,308 $ 117 $ 0 $ 5,425
Restricted cash.......................... 13,000 0 0 13,000
Accounts receivable, net................. 34,394 1,873 0 36,267
Prepaid expenses and other current
assets................................. 6,656 33 0 6,689
Deferred tax assets...................... 6,689 0 0 6,689
-------- ------- -------- ----------
Total current assets..................... 66,047 2,023 0 68,070
Property and equipment, net.............. 82,974 1,565 0 84,539
Intangible assets, net................... 791,863 18,851 116,431(1) 927,145
Other assets............................. 24,433 421 731(2) 25,585
-------- ------- -------- ----------
Total assets............................. $965,317 $22,860 $117,162 $1,105,339
======== ======= ======== ==========

LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
Accounts payable and accrued expenses.... $ 50,271 $ 800 $ 0 $ 51,071
Current portion of long-term debt........ 770 16,154 (16,154)(3) 770
Other current liabilities................ 808 1,078 2,376(3) 4,262
-------- ------- -------- ----------
Total current liabilities................ 51,849 18,032 (13,778) 56,103
Long-term debt........................... 319,248 592 21,329(3) 341,169
Other liabilities........................ 2,984 0 0 2,984
Deferred income taxes.................... 32,863 0 32,710(4) 65,573
-------- ------- -------- ----------
Total liabilities........................ 406,944 18,624 40,261 465,829
Series A Preferred Stock................. 134,489 0 0 134,489
STOCKHOLDERS' EQUITY
Class A Common Stock..................... 285 0 53(5) 338
Class B Common Stock..................... 59 0 0 59
Class C Common Stock..................... 15 0 0 15
Additional paid in capital............... 504,259 0 81,084(5) 585,343
Members' interests....................... 0 4,236 (4,236)(6) 0
Issued Class A Common Stock held in
escrow................................. (9,417) (9,417)
Loan to officers......................... (9,984) 0 0 (9,984)
Accumulated deficit...................... (61,333) 0 0 (61,333)
-------- ------- -------- ----------
Total stockholders' equity............... 423,884 4,236 76,901 505,021
-------- ------- -------- ----------
Total liabilities and stockholders'
equity................................. $965,317 $22,860 $117,162 $1,105,339
======== ======= ======== ==========

See accompanying notes to the unaudited pro forma combined financial statements.
P-9

CUMULUS MEDIA INC.

UNAUDITED PRO FORMA COMBINED STATEMENT OF OPERATIONS

FOR THE YEAR ENDED DECEMBER 31, 2001

(A) (B) (C) (A)+(B)+(C)=(D)
CUMULUS DBBC PRO FORMA PRO FORMA
HISTORICAL HISTORICAL ADJUSTMENTS COMBINED
----------- ---------- ----------- ---------------

Revenue................................ $ 222,185 $ 8,360 $ 0 $ 230,545
Less: agency commissions............... (20,857) (1,230) 0 (22,087)
----------- ------- ----- -----------
Net revenues........................... 201,328 7,130 0 208,458
Station operating expenses, excluding
depreciation, amortization, and LMA
fees................................. 141,598 2,866 0 144,464
Depreciation and amortization.......... 50,585 1,137 0(7) 51,722
LMA fees............................... 2,815 0 0 2,815
Corporate general and administrative... 15,180 1,444 0 16,624
Restructuring and impairment charges... 6,781 0 0 6,781
----------- ------- ----- -----------
Total operating expenses............... 216,959 5,447 0 222,406
----------- ------- ----- -----------
Operating income (loss)................ (15,631) 1,683 0 (13,948)
Interest income........................ 2,160 0 0 2,160
Interest expense....................... (30,876) (1,544) 70(8) (32,350)
Other income (expense), net............ 10,300 (13) 0 10,287
----------- ------- ----- -----------
Income (loss) before income taxes...... (34,047) 126 70 (33,851)
Income tax (expense) benefit........... 3,494 0 76(9) 3,570
----------- ------- ----- -----------
Net income (loss) from continuing
operations........................... (30,553) $ 126 $ 146 (30,281)
======= =====
Preferred stock dividends.............. 17,743 17,743
----------- -----------
Net loss from continuing operations
attributable to common
stockholders......................... $ (48,296) $ (48,024)
=========== ===========
Basic and diluted loss per common share
from continuing operations........... $ (1.37) $ (1.19)
=========== ===========
Weighted average common shares
outstanding.......................... 35,169,899 40,419,899
=========== ===========

See accompanying notes to the unaudited pro forma combined financial statements.
P-10

NOTES TO THE UNAUDITED PRO FORMA COMBINED
FINANCIAL STATEMENTS
(IN THOUSANDS, EXCEPT SHARE DATA)

NOTES TO UNAUDITED PRO FORMA COMBINED BALANCE SHEET AS OF DECEMBER 31, 2001:

(1) To reflect the excess of acquisition cost over the estimated fair value of
net assets acquired (intangible assets). The consideration to be paid in
connection with the DBBC acquisition consists of: (i) $21,000 in assumed
liabilities, (ii) 5,250,000 shares of our Class A Common Stock, with a fair
value of $79,932, and (iii) a warrant to acquire 250,000 shares of our
common stock, with a fair value of $1,205. The warrant has an exercise
price of $12.00 and a term of six months. The fair value of the warrant was
calculated using the Black-Scholes option pricing model with the following
assumptions: no dividends, six-month life, 2.32% risk-free interest rate,
and 75.23% volatility.

The purchase price and purchase price allocation are summarized as follows:

Purchase price proposed to be paid as:
Assumed liabilities....................................... $ 21,000
Class A Common Stock (at $0.01 par value)................. 53
Additional paid-in capital................................ 81,084
--------
Total purchase consideration........................... $102,137
Purchase price allocation:
Cash...................................................... $ 117
Accounts receivable, net.................................. 1,873
Prepaid expenses and other current assets................. 33
Property and equipment.................................... 1,565
Other assets.............................................. 231
Intangible assets......................................... 135,282
Accounts payable and accrued expenses..................... (800)
Other current liabilities................................. (3,454)
Deferred tax liabilities.................................. (32,710)
--------
Total purchase consideration........................... $102,137
Adjustment to step-up the intangible assets to fair value:
Intangible assets at fair value............................. $135,282
Less: historical book value of DBBC's intangible assets..... (18,851)
--------
Net increase in intangible assets......................... $116,431

The fair value of the working capital accounts and property and equipment
proposed to be acquired approximate their carrying values in the historical
balance sheet of DBBC.

(2) To reflect the $731 increase to other assets resulting from (i) the
capitalization of $921 of deferred finance costs expected to be incurred in
connection with the establishment of a new credit facility to obtain the
cash required to settle the liabilities assumed in the DBBC acquisition and
to finance the cash portion of the Aurora acquisition (described elsewhere
in this proxy statement), less (ii) $190 of deferred finance costs in the
historical balance sheets of DBBC. The total capitalized financing costs
relating to the new credit facility are expected to be $5,000, and we
estimate that $921 of these costs are attributable to the DBBC acquisition.

P-11

NOTES TO THE UNAUDITED PRO FORMA COMBINED
FINANCIAL STATEMENTS -- (CONTINUED)

as an extraordinary item, net of related tax effects, in our financial
statements in the period in which it occurs.

(3) To reflect the $16,154 decrease to the current portion of long-term debt,
the $2,376 increase to other current liabilities, and the $21,329 increase
to long-term debt, resulting from the following: (i) issuance of $21,000 of
long-term debt to obtain the funds required to settle the assumed
liabilities included in the purchase price, (ii) the incurrence of $921 of
incremental indebtedness to fund the deferred finance costs associated with
a new credit facility, less (iii) the repayment of $16,746 of DBBC's
long-term debt (including the $16,154 current portion of DBBC's long-term
debt) upon closing of the DBBC acquisition, and (iv) the assumption of
$2,376 of other current liabilities included in the maximum assumed
liability amount of $21,000, pursuant to the terms of the DBBC Acquisition
Agreement.

We expect to obtain the funds to settle the assumed liabilities included in
the DBBC acquisition through the issuance of $21,000 of long-term debt upon
establishment of a new credit facility, which is expected to replace our
existing facility.

(4) To reflect the establishment of a deferred tax liability in purchase
accounting, resulting from the book/tax differences of certain acquired
assets.

(5) To reflect the issuance of equity instruments as partial consideration for
the proposed acquisition as follows: (i) 5,250,000 shares of our Class A
Common Stock, with a fair value of $79,932 (par value $0.01 per share), and
(ii) a warrant to acquire 250,000 shares of our common stock, with a fair
value of $1,205.

(6) To reflect the elimination of the members' capital accounts of DBBC.

NOTES TO UNAUDITED PRO FORMA COMBINED STATEMENT OF OPERATIONS FOR THE YEAR ENDED
DECEMBER 31, 2001:

(7) The unaudited pro forma combined statement of operations for the year ended
December 31, 2001 does not reflect an adjustment to increase amortization
expense in relation to fair value step-up of intangible assets (consisting
of goodwill and broadcast licenses) in connection with the DBBC
acquisition. Under the provisions of Statement of Accounting Standards
("SFAS") No. 142, Goodwill and Other Intangible Assets, goodwill and
certain intangible assets with indefinite lives that are acquired after
June 30, 2001 will not be amortized, but must be tested for impairment at
least annually. We intend to renew our acquired broadcast licenses
indefinitely and cash flows from the licenses are expected to continue
indefinitely. The broadcast licenses proposed to be acquired will not be
amortized and will be tested for impairment at least annually under the
provisions of SFAS No. 142. The DBBC acquisition is not expected to be
completed until the first or second quarter of 2002, so our operating
results will not reflect additional amortization expense from the acquired
intangible assets.

(8) To reflect the net decrease in interest expense relating to the following:
(i) $1,286 of interest expense relating to $21,000 of borrowings expected
to be drawn under a new credit facility to obtain the cash required to
settle the assumed liabilities of the DBBC acquisition, (ii) $56 of
interest expense relating to $921 of borrowings expected to be drawn under
a new credit facility to finance the costs of the new credit facility, and
(iii) $132 amortization of deferred finance costs of $921 expected to be
incurred in connection with the establishment of a new credit facility with
a seven-year term, less (iv) the elimination of $1,544 of interest expense
reported by DBBC relating to long-term debt that will be repaid upon
consummation of the DBBC acquisition, pursuant to the terms of the DBBC
Acquisition Agreement. The interest rate on the new debt is assumed to be

P-12

NOTES TO THE UNAUDITED PRO FORMA COMBINED
FINANCIAL STATEMENTS -- (CONTINUED)

6.125 percent. A change of 1/8 percent in the interest rate would result in
a change in interest expense and pre-tax net loss of $27.

(9) To reflect the income tax effects, using a 39% tax rate, of the income
(loss) from the following: (i) the historical operations of DBBC for the
year ended December 31, 2001, and (ii) the pro forma adjustment to decrease
interest expense.

P-13

UNAUDITED PRO FORMA COMBINED FINANCIAL STATEMENTS (BOTH ACQUISITIONS)

The following unaudited pro forma combined financial statements describe
the pro forma effects of both the Aurora acquisition and the DBBC acquisition
on:

- our balance sheet as of December 31, 2001; and

- our statement of operations for the year ended December 31, 2001.

The following unaudited pro forma combined statements of operations for the
year ended December 31, 2001 also describe the pro forma effects of Aurora
Communications' acquisition of nine radio stations from Crystal Communications
Corporation, referred to as the Poughkeepsie acquisition, which was consummated
on May 8, 2001. The pro forma effects of the Poughkeepsie acquisition have been
presented in the accompanying unaudited pro forma combined financial statements
to provide a more comprehensive description of the pro forma effects of the
Aurora acquisition.

The unaudited pro forma combined financial statements reflect the use of
the purchase method of accounting for all acquisitions. The unaudited pro forma
combined statement of operations for the year ended December 31, 2001 reflects
adjustments as if the acquisitions had occurred on January 1, 2001. The
unaudited pro forma combined balance sheet as of December 31, 2001 gives effect
to both the Aurora acquisition and the DBBC acquisition, as if they had occurred
on December 31, 2001. The financial effects of the transactions presented in the
unaudited pro forma combined financial statements are not necessarily indicative
of either the financial position or results of operations that would have been
obtained had the acquisitions actually occurred on the dates set forth above,
nor are they necessarily indicative of the results of future operations. We
expect to incur integration expenses as well as potential operating efficiencies
as a result of the acquisitions of Aurora Communications and DBBC. The unaudited
pro forma combined financial statements do not reflect any of these potential
expenses and operating efficiencies that may occur due to our integration of
Aurora Communications and DBBC. The unaudited pro forma combined financial
statements should be read in conjunction with our historical financial
statements, including the related notes, incorporated by reference to this proxy
statement, and the historical financial statements of Aurora Communications and
DBBC, including the related notes, beginning on page F-1.

Certain assets and liabilities in the consolidated balance sheets of Aurora
Communications and DBBC have been reclassified to conform to the Cumulus Media
line item presentation in the unaudited pro forma combined balance sheet.
Certain expenses and other income (expense) items in the consolidated statements
of operations of Aurora Communications, Poughkeepsie and DBBC, have been
reclassified to conform to the Cumulus Media line item presentation in the
unaudited pro forma combined statement of operations.

P-14

CUMULUS MEDIA INC.

UNAUDITED PRO FORMA COMBINED BALANCE SHEET

AS OF DECEMBER 31, 2001

(C) (E) (A)+(B)+(C)+
(A) (B) AURORA (D) DBBC (D)+(E)=(F)
CUMULUS AURORA PRO FORMA DBBC PRO FORMA PRO FORMA
HISTORICAL HISTORICAL ADJUSTMENTS HISTORICAL ADJUSTMENTS COMBINED
----------- ---------- ----------- ---------- ----------- ------------
(IN THOUSANDS)

ASSETS
CURRENT ASSETS
Cash and cash equivalents..... $ 5,308 $ 687 $ 0 $ 117 $ 0 $ 6,112
Restricted cash............... 13,000 0 0 0 0 13,000
Accounts receivable, net...... 34,394 6,432 0 1,873 0 42,699
Prepaid expenses and other
current assets.............. 6,656 324 0 33 0 7,013
Deferred tax assets........... 6,689 0 0 0 0 6,689
-------- -------- -------- ------- --------- ----------
Total current assets.......... 66,047 7,443 0 2,023 0 75,513
Property and equipment, net... 82,974 10,327 0 1,565 0 94,866
Intangible assets, net........ 791,863 134,397 103,524(1) 18,851 116,431(7) 1,165,066
Other assets.................. 24,433 2,037 2,054(2) 421 731(8) 29,676
-------- -------- -------- ------- --------- ----------
Total assets.................. $965,317 $154,204 $105,578 $22,860 $ 117,162 $1,365,121
======== ======== ======== ======= ========= ==========

LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
Accounts payable and accrued
expenses.................... $ 50,271 $ 2,535 $ (529)(3) $ 800 $ 0 $ 53,077
Current portion of long-term
debt........................ 770 392 (392)(3) 16,154 (16,154)(9) 770
Other current liabilities..... 808 0 395(1) 1,078 2,376(9) 4,657
-------- -------- -------- ------- --------- ----------
Total current liabilities..... 51,849 2,927 (526) 18,032 (13,778) 58,504
Long-term debt................ 319,248 80,000 17,079(3) 592 21,329(9) 438,248
Other liabilities............. 2,984 2,603 (1,814)(3) 0 0 3,773
Deferred income taxes......... 32,863 0 31,556(4) 0 32,710(10) 97,129
-------- -------- -------- ------- --------- ----------
Total liabilities............. 406,944 85,530 46,295 18,624 40,261 597,654
Series A Preferred Stock...... 134,489 0 0 0 0 134,489
STOCKHOLDERS' EQUITY
Class A Common Stock.......... 285 0 16(5) 0 53(11) 354
Class B Common Stock.......... 59 0 90(5) 0 0 149
Class C Common Stock.......... 15 0 0 0 0 15
Additional paid in capital.... 504,259 0 118,434(5) 0 81,084(11) 703,777
Members' interests............ 0 68,674 (68,674)(6) 4,236 (4,236)(12) 0
Issued Class A Common Stock
held in escrow.............. (9,417) 0 9,417 0 0 0
Loan to officers.............. (9,984) 0 0 0 0 (9,984)
Accumulated deficit........... (61,133) 0 0 0 0 (61,333)
-------- -------- -------- ------- --------- ----------
Total stockholders' equity.... 423,884 68,674 59,283 4,236 76,901 632,978
-------- -------- -------- ------- --------- ----------
Total liabilities and
stockholders' equity........ $965,317 $154,204 $105,578 $22,860 $ 117,162 $1,365,121
======== ======== ======== ======= ========= ==========

See accompanying notes to the unaudited pro forma combined financial statements.
P-15

CUMULUS MEDIA INC.

UNAUDITED PRO FORMA COMBINED STATEMENT OF OPERATIONS

FOR THE YEAR ENDED DECEMBER 31, 2001

(C)
POUGHKEEPSIE
(A) (B) HISTORICAL
CUMULUS AURORA (JANUARY 1, 2001 -
HISTORICAL HISTORICAL MAY 7, 2001)
----------- ---------- ------------------
(IN THOUSANDS, EXCEPT SHARE AND PER SHARE DATA)

Revenues................... $ 222,185 $34,922 $3,724
Less: agency commissions... (20,857) (3,167) (238)
----------- ------- ------
Net revenues............... 201,328 31,755 3,486
Station operating expenses,
excluding depreciation,
amortization, and LMA
fees...................... 141,598 17,939 2,303
Depreciation and
amortization.............. 50,585 4,300 214
LMA fees................... 2,815 0 0
Corporate general and
administrative............ 15,180 3,328 227
Restructuring and other
charges................... 6,781 0 0
----------- ------- ------
Total operating expenses... 216,959 25,567 2,744
----------- ------- ------
Operating income (loss).... (15,631) 6,188 742
Interest income............ 2,160 28 0
Interest expense........... (30,876) (7,479) 0
Other income (expense),
net....................... 10,300 0 0
----------- ------- ------
Income (loss) before income
taxes..................... (34,047) (1,263) 742
Income tax (expense)
benefit................... 3,494 0 0
----------- ------- ------
Net loss from continuing
operations................ (30,553) $(1,263) $ 742
======= ======
Preferred stock
dividends................. 17,743
-----------
Net loss from continuing
operations attributable to
common stockholders....... $ (48,296)
===========
Basic and diluted loss per
common share, from
continuing operations..... $ (1.37)
===========
Weighted average common
shares outstanding........ 35,169,899
===========

(D)
AURORA AND (F) (A)+(B)+(C)+
POUGHKEEPSIE (E) DBBC (D)+(E)+(F) = (G)
PRO FORMA DBBC PRO FORMA PRO FORMA
ADJUSTMENTS HISTORICAL ADJUSTMENTS COMBINED
------------ ---------- ----------- -----------------
(IN THOUSANDS, EXCEPT SHARE AND PER SHARE DATA)

Revenues................... $ 0 $ 8,360 $ 0 $ 269,191
Less: agency commissions... 0 (1,230) 0 (25,492)
------- ------- ---- -----------
Net revenues............... 0 7,130 0 243,699
Station operating expenses,
excluding depreciation,
amortization, and LMA
fees...................... 0 2,866 0 164,706
Depreciation and
amortization.............. 1,138(13) 1,137 0(16) 57,374
LMA fees................... 0 0 0 2,815
Corporate general and
administrative............ 0 1,444 0 20,179
Restructuring and other
charges................... 0 0 0 6,781
------- ------- ---- -----------
Total operating expenses... 1,138 5,447 0 251,855
------- ------- ---- -----------
Operating income (loss).... (1,138) 1,683 0 (8,156)
Interest income............ 0 0 0 2,188
Interest expense........... 950(14) (1,544) 70(17) (38,879)
Other income (expense),
net....................... 0 (13) 0 10,287
------- ------- ---- -----------
Income (loss) before income
taxes..................... (188) 126 70 (34,560)
Income tax (expense)
benefit................... (276)(15) 0 76(18) 3,294
------- ------- ---- -----------
Net loss from continuing
operations................ $ (464) $ 126 $146 (31,266)
======= ======= ====
Preferred stock
dividends................. 17,743
-----------
Net loss from continuing
operations attributable to
common stockholders....... $ (49,009)
===========
Basic and diluted loss per
common share, from
continuing operations..... $ (0.96)
===========
Weighted average common
shares outstanding........ 50,971,081
===========

See accompanying notes to the unaudited pro forma combined financial statements.

P-16

NOTES TO THE UNAUDITED PRO FORMA COMBINED
FINANCIAL STATEMENTS
(IN THOUSANDS, EXCEPT SHARE DATA)

NOTES TO UNAUDITED PRO FORMA COMBINED BALANCE SHEET AS OF DECEMBER 31, 2001:

(1) To reflect the excess of acquisition cost over the estimated fair value of
net assets acquired (intangible assets). The consideration to be paid in
connection with the Aurora acquisition consists of: (i) $93,000 cash, (ii)
1,570,034 shares of our Class A Common Stock, with a fair value of $18,605,
(iii) 8,981,148 shares of our Class B Common Stock, with a fair value of
$106,427, and (iv) warrants to acquire 833,333 shares of our common stock,
with a fair value of $2,925. The warrants have an exercise price of $12.00
and a term of one year. The fair value of the warrants was calculated using
the Black-Scholes option pricing model with the following assumptions: no
dividends, one-year life, 2.32% risk-free interest rate, and 75.23%
volatility.

The purchase price and purchase price allocation are summarized as follows:

Purchase price proposed to be paid as:

Cash...................................................... $ 93,000
Class A Common Stock (at $0.01 par value)................. 16
Class B Common Stock (at $0.01 par value)................. 90
Additional paid-in capital................................ 127,851
---------
Total purchase consideration........................... $ 220,957

Purchase price allocation:

Cash...................................................... $ 687
Accounts receivable, net.................................. 6,432
Prepaid expenses and other current assets................. 324
Property and equipment.................................... 10,327
Other assets.............................................. 12
Intangible assets......................................... 237,921
Accounts payable and accrued expenses..................... (2,006)
Other current liabilities................................. (395)
Other liabilities......................................... (789)
Deferred tax liabilities.................................. (31,556)
---------
Total purchase consideration........................... $ 220,957

Adjustment to step-up the intangible assets to fair value:

Intangible assets at fair value............................. $ 237,921
Less: historical book value of Aurora Communications'
intangible assets......................................... (134,397)
---------
Net increase in intangible assets......................... $ 103,524

The fair value of the working capital accounts and property and equipment
proposed to be acquired approximate their carrying values in the historical
balance sheet of Aurora Communications.

P-17

NOTES TO THE UNAUDITED PRO FORMA COMBINED
FINANCIAL STATEMENTS -- (CONTINUED)

facility to finance the cash portion of the Aurora acquisition and to
obtain the cash required to settle the liabilities assumed in the DBBC
acquisition (described elsewhere in this proxy statement), less (ii) $2,025
of deferred finance costs in the historical balance sheet of Aurora
Communications. The total capitalized financing costs relating to the new
credit facility are expected to be $5,000, and we estimate that $4,079 of
these costs are attributable to the Aurora acquisition.

(3) To reflect the $529 decrease to accounts payable and accrued expenses the
$392 decrease to the current portion of long-term debt, the $17,079
increase to long-term debt, and the $1,814 decrease to other liabilities
resulting from the following: (i) issuance of $93,000 of long-term debt to
finance the cash portion of the Aurora acquisition; (ii) the incurrence of
$4,079 of incremental indebtedness to fund the deferred finance costs
associated with a new credit facility, (iii) the accrual of $789 in other
liabilities for termination payments as described in note (1); less (iv)
repayment of $80,392 of Aurora Communications' long-term debt (including
the $392 current portion of Aurora Communications' long-term debt) $529 of
current accrued interest and $2,603 of long-term accrued interest thereon
upon closing of the Aurora acquisition, pursuant to the terms of the Aurora
Acquisition Agreement.

(4) To reflect the establishment of a deferred tax liability in purchase
accounting, resulting from the book/tax differences of certain acquired
assets.

(5) To reflect the issuance of equity instruments as partial consideration for
the Aurora acquisition as follows: (i) 1,570,034 shares of Class A Common
Stock of Cumulus, with a fair value of $18,605 (par value $0.01 per share),
(ii) the issuance of 8,981,148 shares of Class B Common Stock of Cumulus,
with a fair value of $106,427 (par value $0.01 per share), and (iii)
warrants to acquire 833,333 shares of our common stock, with a fair value
of $2,925; less (iv) shares of Class A Common Stock returned to Cumulus
Media from an escrow account and cancelled at closing ($9,417).

(6) To reflect the elimination of the members' capital accounts of Aurora
Communications.

(7) To reflect the excess of acquisition cost over the estimated fair value of
net assets acquired (intangible assets). The consideration to be paid in
connection with the DBBC acquisition consists of: (i) $21,000 in assumed
liabilities, (ii) 5,250,000 shares of our Class A Common Stock, with a fair
value of $79,932, and (iii) a warrant to acquire 250,000 shares of our
common stock, with a fair value of $1,205. The warrant has an exercise
price of $12.00 and a term of six months. The fair value of the warrant was
calculated using the Black-Scholes option pricing model with the following
assumptions: no dividends, six-month life, 2.32% risk-free interest rate,
and 75.23% volatility.

P-18

NOTES TO THE UNAUDITED PRO FORMA COMBINED
FINANCIAL STATEMENTS -- (CONTINUED)

The purchase price and purchase price allocation are summarized as follows:

Purchase price proposed to be paid as:
Assumed liabilities....................................... $ 21,000
Class A Common Stock (at $0.01 par value)................. 53
Additional paid-in capital................................ 81,084
--------
Total purchase consideration........................... $102,137
Purchase price allocation:
Cash...................................................... $ 117
Accounts receivable, net.................................. 1,873
Prepaid expenses and other current assets................. 33
Property and equipment.................................... 1,565
Other assets.............................................. 231
Intangible assets......................................... 135,282
Accounts payable and accrued expenses..................... (800)
Other current liabilities................................. (3,454)
Deferred tax liabilities.................................. (32,710)
--------
Total purchase consideration........................... $102,137
Adjustment to step-up the intangible assets to fair value:
Intangible assets at fair value........................... $135,282
Less: historical book value of DBBC's intangible assets... (18,851)
--------
Net increase in intangible assets...................... $116,431

The fair value of the working capital accounts and property and equipment
proposed to be acquired approximate their carrying values in the historical
balance sheet of DBBC.

(8) To reflect the $731 increase to other assets resulting from (i) the
capitalization of $921 of deferred finance costs expected to be incurred in
connection with the establishment of a new credit facility to obtain the
cash required to settle the liabilities assumed in the DBBC acquisition and
to finance the cash portion of the Aurora acquisition (described elsewhere
in this proxy statement), less (ii) $190 of deferred finance costs in the
historical balance sheet of DBBC. The total capitalized financing costs
relating to the new credit facility are expected to be $5,000, and we
estimate that $921 of these costs are attributable to the DBBC acquisition.

(9) To reflect the $16,154 decrease to the current portion of long-term debt,
the $2,376 increase to other current liabilities, and the $21,329 increase
to long-term debt, resulting from the following: (i) issuance of $21,000 of
long-term debt to obtain the funds required to settle the assumed
liabilities included in the purchase price, (ii) the incurrence of $921 of
incremental indebtedness to fund the deferred finance costs associated with
a new credit facility, less (iii) the repayment of $16,747 of DBBC's
long-term debt (including the $16,154 current portion of DBBC's long-term
debt) upon closing of the proposed acquisition, and (iv) the assumption of
$2,376 of other current

P-19

NOTES TO THE UNAUDITED PRO FORMA COMBINED
FINANCIAL STATEMENTS -- (CONTINUED)

liabilities included in the maximum assumed liability amount of $21,000,
pursuant to the terms of the DBBC Acquisition Agreement.

(10) To reflect the establishment of a deferred tax liability in purchase
accounting, resulting from the book/tax differences of certain acquired
assets.

(11) To reflect the issuance of equity instruments as partial consideration for
the proposed acquisition as follows: (i) 5,250,000 shares of our Class A
Common Stock, with a fair value of $79,932 (par value $0.01 per share), and
(ii) a warrant to acquire 250,000 shares of our common stock, with a fair
value of $1,205.

(12) To reflect the elimination of the members' capital accounts of DBBC.

NOTES TO UNAUDITED PRO FORMA COMBINED STATEMENT OF OPERATIONS FOR THE YEAR ENDED
DECEMBER 31, 2001:

(13) To reflect the increased amortization expense during the period from
January 1, 2001 through May 7, 2001 resulting from the fair value step-up
of intangible assets and property and equipment that Aurora Communications
acquired in the Poughkeepsie acquisition on May 8, 2001.

(14) To reflect the net decrease in interest expense relating to the following:
(i) $5,696 of interest expense relating to $93,000 of borrowings expected
to be drawn under a new credit facility to finance the cash portion of the
Aurora acquisition, (ii) $250 of interest expense relating to $4,079 of
borrowings expected to be drawn under a new credit facility to finance the
costs of the new credit facility, and (iii) $583 amortization of deferred
finance costs of $4,079 expected to be incurred in connection with the
establishment of a new credit facility with a seven-year term, less (iv)
the elimination of $7,479 of interest expense on Aurora Communications'
books relating to long-term debt that will be repaid upon consummation of
the Aurora acquisition, pursuant to the terms of the Aurora Acquisition
Agreement. The interest rate on the new debt is assumed to be 6.125
percent. A change of 1/8 percent in the interest rate would result in a
change in interest expense and pre-tax net loss of $121.

P-20

NOTES TO THE UNAUDITED PRO FORMA COMBINED
FINANCIAL STATEMENTS -- (CONTINUED)

(15) To reflect the income tax effects, using a 39% tax rate, of the income
(loss) from the following: (i) the historical operations of Aurora
Communications for the year ended December 31, 2001, (ii) the historical
operations of Poughkeepsie from January 1, 2001 through May 7, 2001, and
(iii) the pro forma adjustments to increase amortization and decrease
interest expense.

(16) The unaudited pro forma combined statement of operations for the year ended
December 31, 2001 does not reflect an adjustment to increase amortization
expense in relation to fair value step-up of intangible assets (consisting
of goodwill and broadcast licenses) in connection with the DBBC
acquisition. Under the provisions of Statement of Accounting Standards
("SFAS") No. 142, Goodwill and Other Intangible Assets, goodwill and
certain intangible assets with indefinite lives that are acquired after
June 30, 2001 will not be amortized, but must be tested for impairment at
least annually. We intend to renew our acquired broadcast licenses
indefinitely and cash flows from the licenses are expected to continue
indefinitely. The broadcast licenses proposed to be acquired will not be
amortized and will be tested for impairment at least annually under the
provisions of SFAS No. 142. The DBBC acquisition is not expected to be
completed until the first or second quarter of 2002, so our operating
results will not reflect additional amortization expense from the acquired
intangible assets.

(17) To reflect the net decrease in interest expense relating to the following:
(i) $1,286 of interest expense relating to $21,000 of borrowings expected
to be drawn under a new credit facility to obtain the cash required to
settle the assumed liabilities of the DBBC acquisition, (ii) $56 of
interest expense relating to $921 of borrowings expected to be drawn under
a new credit facility to finance the costs of the new credit facility, and
(iii) $132 amortization of deferred finance costs of $921 expected to be
incurred in connection with the establishment of a new credit facility with
a seven-year term, less (iv) the elimination of $1,544 of interest expense
reported by DBBC relating to long-term debt that will be repaid upon
consummation of the DBBC acquisition, pursuant to the terms of the DBBC
Acquisition Agreement. The interest rate on the new debt is assumed to be
6.125 percent. A change of 1/8 percent in the interest rate would result in
a change in interest expense and pre-tax net loss of $27.

(18) To reflect the income tax effects, using a 39% tax rate, of the income
(loss) from the following: (i) the historical operations of DBBC for the
year ended December 31, 2001, and (ii) the pro forma adjustment to decrease
interest expense.

P-21

INDEX TO FINANCIAL STATEMENTS

AURORA COMMUNICATIONS, LLC

CONSOLIDATED FINANCIAL STATEMENTS

FOR YEARS ENDED DECEMBER 31, 2001 AND 2000, AND THE PERIOD JANUARY 20, 1999

(COMMENCEMENT OF OPERATIONS) TO DECEMBER 31, 1999

PAGE
----

Report of Independent Auditors.............................. F-2
Consolidated Balance Sheets................................. F-3
Consolidated Statements of Operations....................... F-4
Consolidated Statement of Members' Capital.................. F-5
Consolidated Statements of Cash Flows....................... F-6
Notes to Consolidated Financial Statements.................. F-7

DBBC L.L.C. AND SUBSIDIARIES

CONSOLIDATED FINANCIAL STATEMENTS

FOR YEARS ENDED DECEMBER 31, 2001, 2000 AND 1999

PAGE
----

Independent Auditors' Report................................ F-14
Consolidated Balance Sheets................................. F-15
Consolidated Statements of Income and Changes in Members'
Equity.................................................... F-16
Consolidated Statements of Cash Flows....................... F-17
Notes to Consolidated Financial Statements.................. F-18

F-1

REPORT OF INDEPENDENT AUDITORS

The Members
Aurora Communications, LLC

We have audited the accompanying consolidated balance sheets of Aurora
Communications, LLC as of December 31, 2001 and 2000, and the related
consolidated statements of operations, members' capital and cash flows for the
years ended December 31, 2001 and 2000 and the period January 20, 1999
(commencement of operations) to December 31, 1999. These financial statements
are the responsibility of the Company's management. Our responsibility is to
express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with auditing standards generally
accepted in the United States. Those standards require that we plan and perform
the audit to obtain reasonable assurance about whether the financial statements
are free of material misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial statements. An
audit also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial
statement presentation. We believe that our audits provide a reasonable basis
for our opinion.

In our opinion, the consolidated financial statements referred to above
present fairly, in all material respects, the consolidated financial position of
Aurora Communications, LLC at December 31, 2001 and 2000, and the consolidated
results of its operations and its cash flows for the years ended December 31,
2001 and 2000 and the period January 20, 1999 (commencement of operations) to
December 31, 1999, in conformity with accounting principles generally accepted
in the United States.

/s/ ERNST & YOUNG LLP

New York, New York

February 1, 2002

F-2

AURORA COMMUNICATIONS, LLC
(A LIMITED LIABILITY COMPANY)

CONSOLIDATED BALANCE SHEETS

DECEMBER 31,
---------------------------
2001 2000
------------ ------------

ASSETS
Current assets:
Cash and cash equivalents................................. $ 686,972 $ 731,854
Accounts receivable, less allowance for doubtful accounts
of $268,619 in 2001 and $152,749 in 2000............... 6,431,884 4,298,362
Prepaid expenses and other current assets................. 323,532 177,358
------------ ------------
Total current assets........................................ 7,442,388 5,207,574
Property and equipment, at cost, less accumulated
depreciation of $2,058,006 in 2001 and $883,935 in 2000... 10,327,483 5,268,616
FCC licenses, net of accumulated amortization of $6,081,423
in 2001 and $2,988,333 in 2000............................ 134,397,117 89,784,373
Deferred financing costs, net of accumulated amortization of
$815,735 in 2001 and $481,967 in 2000..................... 2,024,547 1,844,175
Deferred acquisition costs.................................. -- 104,054
Other assets................................................ 12,450 12,450
------------ ------------
Total assets................................................ $154,203,985 $102,221,242
============ ============
LIABILITIES AND MEMBERS' CAPITAL
Current liabilities:
Accounts payable and accrued expenses..................... $ 1,301,381 $ 668,706
Accrued wages and sales commissions....................... 704,818 563,759
Accrued interest payable.................................. 529,243 491,399
Current maturities of long-term debt...................... 392,000 --
------------ ------------
Total current liabilities................................... 2,927,442 1,723,864
Long-term debt.............................................. 80,000,351 54,801,173
Interest payable............................................ 2,603,213 1,601,519
Commitments and contingencies............................... -- --
Members' capital:
Members interests........................................... 68,672,979 44,094,686
------------ ------------
Total liabilities and members' capital...................... $154,203,985 $102,221,242
============ ============

See accompanying notes.
F-3

AURORA COMMUNICATIONS, LLC
(A LIMITED LIABILITY COMPANY)

CONSOLIDATED STATEMENTS OF OPERATIONS
FOR YEARS ENDED DECEMBER 31, 2001 AND 2000 AND THE PERIOD JANUARY 20, 1999
(COMMENCEMENT OF OPERATIONS) TO DECEMBER 31, 1999

2001 2000 1999
----------- ----------- ----------

Net revenues........................................... $31,755,359 $23,744,620 $6,204,731
Operating expenses:
Selling.............................................. 6,445,434 3,986,343 1,111,258
Programming and promotion............................ 6,627,803 5,146,866 1,198,369
Technical............................................ 612,310 453,313 113,594
General and administrative........................... 4,253,781 3,108,598 682,963
Depreciation and amortization........................ 4,299,579 3,073,003 824,608
Corporate expenses................................... 3,327,968 1,656,472 743,766
----------- ----------- ----------
Total operating expenses............................... 25,566,875 17,424,595 4,674,558
----------- ----------- ----------
Operating income....................................... 6,188,484 6,320,025 1,530,173
Net gain from recovery of escrow deposit............... -- 6,549,518 --
Interest income........................................ 27,703 24,336 32,345
Interest expense....................................... 7,479,360 7,729,694 2,137,287
----------- ----------- ----------
Net income (loss)...................................... $(1,263,173) $ 5,164,185 $ (574,769)
=========== =========== ==========

See accompanying notes.
F-4

AURORA COMMUNICATIONS, LLC
(A LIMITED LIABILITY COMPANY)

CONSOLIDATED STATEMENT OF MEMBERS' CAPITAL

TOTAL COMMON
PREFERRED UNITS UNITS UNDISTRIBUTED
----------------------- ----------------- UNALLOCATED EARNINGS
UNITS VALUE UNITS VALUE CAPITAL (DEFICIT) TOTAL
--------- ----------- --------- ----- ----------- ------------- -----------

Balance at January 20, 1999... -- $ -- -- $-- $ -- $ -- $ --
Issued in connection with May
3, 1999 capitalization...... 52,500 525,000 2,743,678 -- -- -- 525,000
Issued in connection with
August 31, 1999
capitalization.............. 3,807,500 38,075,000 1,898,572 -- 5,270 -- 38,080,270
Net loss...................... -- -- -- -- -- (574,769) (574,769)
--------- ----------- --------- --- -------- ----------- -----------
Balance at December 31,
1999........................ 3,860,000 38,600,000 4,642,250 - 5,270 (574,769) 38,030,501
Preferred contributions....... 90,000 900,000 -- -- -- -- 900,000
Net income.................... -- -- -- -- -- 5,164,185 5,164,185
--------- ----------- --------- --- -------- ----------- -----------
Balance at December 31,
2000........................ 3,950,000 39,500,000 4,642,250 -- 5,270 4,589,416 44,094,686
Preferred contributions....... 2,500,000 25,000,000 1,335,063 -- 841,466 -- 25,841,466
Net loss...................... -- -- -- -- -- (1,263,173) (1,263,173)
--------- ----------- --------- --- -------- ----------- -----------
Balance at December 31,
2001........................ 6,450,000 $64,500,000 5,977,313 $-- $846,736 $ 3,326,243 $68,672,979
========= =========== ========= === ======== =========== ===========

See accompanying notes.
F-5

AURORA COMMUNICATIONS, LLC
(A LIMITED LIABILITY COMPANY)

CONSOLIDATED STATEMENTS OF CASH FLOWS

FOR YEARS ENDED DECEMBER 31, 2001 AND 2000 AND THE PERIOD JANUARY 20, 1999
(COMMENCEMENT OF OPERATIONS) TO DECEMBER 31, 1999

2001 2000 1999
----------- ---------- ------------

CASH FLOWS FROM OPERATING ACTIVITIES
Net income (loss)..................................... $(1,263,173) $5,164,185 $ (574,769)
Adjustments to reconcile net income (loss) to net cash
provided by (used in) operating activities:
Depreciation and amortization....................... 4,299,579 3,073,003 824,608
Non-cash interest expense........................... 1,452,995 1,580,709 502,777
Non-cash charge relating to issuance of common
units............................................ 841,466 -- 5,270
Net gain from recovery of escrow deposit............ -- (6,549,518) --
Changes in current assets and current liabilities:
Increase in accounts receivable.................. (2,133,522) (604,291) (3,694,071)
Increase in prepaid expenses and other current
assets......................................... (146,174) (12,881) (164,477)
Increase (decrease) in accounts payable and
accrued expenses............................... 632,675 (436,844) 1,105,550
Increase in accrued wages and sales
commissions.................................... 141,059 285,862 277,897
Increase (decrease) in accrued interest
payable........................................ 37,844 (315,960) 807,359
----------- ---------- ------------
Total adjustments..................................... 5,125,922 (2,979,920) (335,087)
----------- ---------- ------------
Net cash provided by (used in) operating activities... 3,862,749 2,184,265 (909,856)
----------- ---------- ------------
CASH FLOWS FROM INVESTING ACTIVITIES
Payments for business acquisitions.................... (53,619,358) (235,039) (98,343,310)
Capital expenditures.................................. (247,779) (281,320) (207,435)
Net proceeds from escrow deposit...................... -- 6,549,518 --
----------- ---------- ------------
Net cash provided by (used in) investing activities... (53,867,137) 6,033,159 (98,550,745)
----------- ---------- ------------
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from issuance of long-term debt, net......... 29,550,000 -- 64,256,250
Proceeds from issuance of membership interests........ 25,000,000 900,000 38,600,000
Net principal payments under long-term debt
facilities.......................................... (3,958,822) (9,455,077) --
Debt issuance costs................................... (631,672) (27,087) (2,299,055)
----------- ---------- ------------
Net cash provided by (used in) financing activities... 49,959,506 (8,582,164) 100,557,195
----------- ---------- ------------
Net increase (decrease) in cash and cash
equivalents......................................... (44,882) (364,740) 1,096,594
Cash and cash equivalents at beginning of period...... 731,854 1,096,594 --
----------- ---------- ------------
Cash and cash equivalents at end of period............ $ 686,972 $ 731,854 $ 1,096,594
=========== ========== ============

See accompanying notes.
F-6

AURORA COMMUNICATIONS, LLC

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2001 AND 2000

1. NATURE OF BUSINESS AND ORGANIZATION

Aurora Communications, LLC (the "Company") is a limited liability company
formed in January 1999 and is engaged in the acquisition and operation of radio
stations throughout the United States. The Company is a subsidiary of Aurora
Management, Inc., its majority owner and managing member. Pursuant to its
limited liability company agreement, the Company shall continue until the
earlier of its dissolution by its members or December 31, 2049.

PENDING TRANSACTION

On November 18, 2001, the Company's members entered into an agreement to
sell all the ownership interests in the Company to Cumulus Media, Inc.
("Cumulus") for consideration consisting of $93.0 million less long-term debt
assumed or repaid; 10,551,182 shares of Cumulus common stock; and a warrant to
purchase 833,333 shares of Cumulus common stock. The transaction is subject to
various regulatory approvals and Cumulus shareholder approval.

Costs incurred related to the pending transaction totaling $909,000 have
been classified as corporate expenses in the consolidated statement of
operations for the year ended December 31, 2001.

2. SIGNIFICANT ACCOUNTING POLICIES

BASIS OF PRESENTATION

The accompanying consolidated financial statements include the accounts of
the Company and its subsidiaries. All material intercompany items and
transactions have been eliminated.

DEPRECIATION

Property and equipment are recorded at cost and depreciated using the
straight-line method over the estimated useful lives of the assets, as follows:

Buildings................................................... 39 years
Furniture and fixtures...................................... 5-7 years
Broadcasting equipment...................................... 3-15 years
Transportation equipment.................................... 5 years

Expenditures for maintenance and repairs are charged to operations as
incurred.

INTANGIBLE ASSETS

Deferred financing costs of $2.8 million in 2001 and $2.3 million in 2000
are amortized over the term of the related debt on a straight-line basis. FCC
licenses represent the excess of acquisition cost over the amounts assigned to
other assets acquired in the Company's acquisitions, and are amortized on a
straight-line basis over a 40-year period.

It is the Company's policy to account for FCC licenses at the lower of
amortized cost or estimated realizable value. As part of an ongoing review of
the valuation and amortization of intangible assets of the Company and its
subsidiaries, management assesses the carrying value of the intangible assets if
facts and circumstances suggest that there may be impairment. If this review
indicates that the intangibles will not be recoverable as determined by a
non-discounted cash flow analysis of the operating assets over the remaining
amortization period, the carrying value of the intangible assets would be
reduced to estimated realizable value.

F-7

AURORA COMMUNICATIONS, LLC

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
DECEMBER 31, 2001 AND 2000

BARTER TRANSACTIONS

Revenue from barter transactions (advertising provided in exchange for
goods and services) is recognized when advertisements are broadcast, and
merchandise or services received are charged to expense (or capitalized as
appropriate) when received or used. Barter revenue and expenses reflected in the
consolidated statement of operations for the period ended December 31, 2001 was
$3,425,000 and $3,467,000, respectively. Barter revenue and expenses for the
period ended December 31, 2000 was $2,105,000 and $1,969,000, respectively.
Barter revenue and expenses for the period ended December 31, 1999 was $491,000
and $412,000, respectively.

REVENUES

The primary source of revenue is the sale of advertising to local, regional
and national customers. Revenue is presented net of advertising agency
commissions of $3,167,000, $2,698,000 and $719,000 in 2001, 2000 and 1999,
respectively and is recognized when advertisements are broadcast.

CASH EQUIVALENTS

Cash equivalents consist of short-term, highly liquid investments, which
are readily convertible into cash and have an original maturity of three months
or less when purchased.

ADVERTISING AND PROMOTION

Expenditures for advertising and promotion are charged to expense as
incurred and totaled $1,596,000, $1,676,000 and $430,000 in 2001, 2000 and 1999,
respectively.

INCOME TAXES

No provision for federal, state or local income taxes or credits has been
reflected in the accompanying financial statements because such obligations or
credits are liabilities or benefits of the members.

RISKS AND UNCERTAINTIES

The preparation of financial statements in conformity with generally
accepted accounting principles requires the Company to make estimates and
assumptions that affect the reported amounts of assets and liabilities and
disclosure of contingent assets and liabilities at the date of the financial
statements and the reported amounts of revenue and expenses during the reported
period. Actual results may differ from those estimates.

Financial instruments, which potentially subject the Company to
concentrations of credit risk, consist primarily of trade receivables. The
Company's revenue is derived primarily from local broadcast advertisers who are
impacted by the local economy. The Company routinely assesses the
creditworthiness of its customers and generally does not require collateral or
other security to support customer receivables.

RECENT ACCOUNTING PRONOUNCEMENTS

In June 2001, the FASB issued Statements of Financial Accounting Standards
(SFAS) No. 141, "Business Combinations" and No. 142, "Goodwill and Other
Intangible Assets." Under the new rules, goodwill and indefinite lived
intangible assets are no longer amortized but are reviewed annually for
impairment. Separable intangible assets that are not deemed to have an
indefinite life will continue to be amortized over their useful lives. The
amortization provisions of SFAS No. 142 apply to goodwill and intangible assets
acquired after June 30, 2001. With respect to goodwill and intangible assets
acquired prior to July 1, 2001, the Company will apply the new accounting rules
beginning January 1, 2002. The
F-8

AURORA COMMUNICATIONS, LLC

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
DECEMBER 31, 2001 AND 2000

Company anticipates that all amortization of FCC licenses as a charge to
earnings will be eliminated. Amortization of FCC licenses totaled $3,101,000,
$2,322,000, and $667,000, respectively in 2001, 2000 and 1999.

3. ACQUISITIONS

At December 31, 2001, the Company owned and operated eleven FM and seven AM
radio stations.

On May 8, 2001, the Company acquired substantially all the assets of radio
stations WPDH-FM and WEOK-AM, serving Poughkeepsie, New York; WCZX-FM, licensed
to Hyde Park, New York; WZAD-FM, licensed to Wurtsboro, New York; WRRB-FM,
licensed to Arlington, New York; WPDA-FM, licensed to Jeffersonville, New York;
WRRV-FM and WALL-AM, serving Newburgh-Middletown, New York; and WKNY-AM, serving
Kingston, New York for $53.0 million plus transaction costs (the "Poughkeepsie
Acquisition"). The transaction was funded by additional equity contributions by
the Company's members totaling $25.0 million and additional senior debt
borrowings of $29.6 million (see Notes 6 and 12).

On October 27, 1999, the Company acquired substantially all the assets of
radio stations WFAS-AM/ WFAS-FM/WFAF-FM, Westchester County, New York for $20.3
million plus transaction costs (the "Westchester Acquisition").

On October 27, 1999, the Company acquired substantially all the assets of
radio stations WRKI-FM/ WINE-AM, Danbury, Connecticut and WAXB-FM/WPUT-AM,
Patterson, New York for $11.3 million plus transaction costs (the "Danbury
Acquisition").

On August 31, 1999, the Company acquired substantially all the assets of
radio stations WEBE-FM/ WICC-AM, Bridgeport, Connecticut for $66.0 million plus
transaction costs (the "Bridgeport Acquisition").

All of the acquisitions have been accounted for using the purchase method
of accounting. Accordingly, the purchase price of each acquisition has been
allocated to the assets based upon their respective estimated fair values at the
date of acquisition. The results of operations of the properties acquired are
included in the Company's consolidated results of operations from the respective
dates of acquisition. The purchase price of the Poughkeepsie Acquisition has
been allocated to the assets acquired and liabilities assumed as follows:

Property and equipment...................................... $ 5,985,000
FCC licenses................................................ 47,736,000
-----------
53,721,000
Current liabilities......................................... (45,000)
-----------
$53,676,000
===========

4. PRO FORMA FINANCIAL INFORMATION (UNAUDITED)

2001 2000 1999
----------- ----------- -----------

Net revenues.................................. $35,242,000 $35,107,000 $21,496,000
Net income (loss)............................. $(1,779,000) $ 5,994,000 $(2,055,000)

The unaudited pro forma information for the years ended December 31, 2001
and 2000 assumes that the Poughkeepsie Acquisition described in Note 3 had
occurred at the beginning of the periods presented. The unaudited pro forma
information for the year ended December 31, 1999 assumes that the Bridgeport,

F-9

AURORA COMMUNICATIONS, LLC

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
DECEMBER 31, 2001 AND 2000

Westchester and Danbury Acquisitions described in Note 3 had occurred on January
1, 1999. The pro forma information is not necessarily indicative either of the
results of operations that would have occurred had these transactions been made
at the beginning of the period, or of future results of operations.

5. LONG-TERM DEBT

A summary of long-term debt as of December 31, 2001 and 2000 are as
follows:

2001 2000
----------- -----------

Term loan at the LIBOR rate plus 3.125%; interest payable
monthly; quarterly commitment reductions from March 31,
2000 through December 31, 2005 (A)(C).................... $15,500,000 $18,000,000
Revolving loan at the LIBOR rate plus 3.125%; interest
payable monthly; matures November 30, 2005 (A)(C)........ 51,392,351 23,301,173
Subordinated debentures; cash interest payable quarterly at
12%; payment-in-kind interest compounds quarterly at 5%;
principal due in September 2006 (B)(C)................... 13,500,000 13,500,000
----------- -----------
80,392,351 54,801,173
Less current portion....................................... (392,000) --
----------- -----------
$80,000,351 $54,801,173
=========== ===========

---------------

(A) On August 31, 1999, Aurora Holding, LLC ("Holding"), a wholly-owned
subsidiary of the Company entered into credit facilities totaling $75.0 million
with Heller Financial, Inc. and Union Bank of California, N.A., as agents (the
"Senior Loans"). The Senior Loans consist of a $20.0 million term loan and a
$55.0 million revolving loan. The initial borrowings under the Senior Loans were
used to partially fund the Company's acquisitions, pay transaction costs and
provide working capital. The Senior Loans contain covenants which require, among
other things, that Holding and its subsidiaries maintain certain financial
levels, principally with respect to EBITDA (earnings before interest, income
tax, depreciation and amortization) and leverage ratios, and limit the amount of
capital expenditures. The Senior Loans also restrict the payment of cash
dividends. The Senior Loans are collateralized by pledges of the tangible and
intangible assets of Holding and its subsidiaries, as well as the membership
interests of Holding and its subsidiaries. At December 31, 2001, the Company has
additional availability under the revolving credit facility of $3.6 million, of
which $2.6 million may currently be borrowed. The excess of term loan principal
amounts scheduled to be repaid during 2002 over the availability under the
revolving facility is classified as a current liability on the consolidated
balance sheet at December 31, 2001. The Company pays an annual commitment fee of
0.5% of the unused commitment.

(B) On September 10, 1999, Holding entered into a subordinated loan
agreement with Allied Capital Corporation and Allied Investment Corporation
which provides for subordinated debentures totaling $13.5 million. Proceeds from
the debentures were used to partially fund the Company's acquisitions and to pay
transaction costs. The subordinated debentures mature in September 2006 and bear
interest at 17%. From the date of issuance through the first anniversary,
interest is paid quarterly in cash at a rate of 8% per year. From the first
anniversary to the second anniversary, interest is paid quarterly in cash at a
rate of 10% per year. From the second anniversary through maturity, interest is
paid quarterly in cash at a rate of 12% per year. Deferred interest accrues and
compounds quarterly equal to the difference between 17% and the cash pay rate
and is payable at the maturity date. The subordinated loan agreement contains
covenants which require, among other things, that Holding and its subsidiaries
maintain certain financial levels, principally with respect to EBITDA (earnings
before interest, income tax, depreciation and amortization) and leverage ratios,
and limit the amount of capital expenditures. The subordinated loan agreement
also
F-10

AURORA COMMUNICATIONS, LLC

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
DECEMBER 31, 2001 AND 2000

restricts the payment of cash dividends. Payment of amounts owed under the
debentures is guaranteed by the Company and Holdings' subsidiaries.

At December 31, 2001, exclusive of the Revolving loan, the aggregate
amounts of long-term debt due scheduled during the next five years are as
follows:

AMOUNT
-----------

2002........................................................ $ 3,000,000
2003........................................................ 3,500,000
2004........................................................ 4,000,000
2005........................................................ 5,000,000
2006........................................................ 13,500,000

Cash paid for interest was approximately $5,989,000 in 2001 and $6,465,000
during 2000.

6. PROPERTY AND EQUIPMENT

2001 2000
----------- ----------

Land........................................................ $ 1,811,238 $1,107,644
Buildings................................................... 3,810,546 1,261,614
Equipment................................................... 6,763,705 3,783,293
----------- ----------
12,385,489 6,152,551
Less accumulated depreciation............................... (2,058,006) (883,935)
----------- ----------
$10,327,483 $5,268,616
=========== ==========

At December 31, 2001, all property and equipment is pledged as collateral
for the debt disclosed in Note 5.

7. COMMITMENTS

The Company leases office and broadcast tower space, vehicles and office
equipment. Rental expense amounted to $499,000, $475,000 and $159,000 in 2001,
2000 and 1999, respectively.

The minimum aggregate annual rentals under non-cancelable operating leases
are payable as follows:

AMOUNT
----------

2002........................................................ $ 574,000
2003........................................................ 533,000
2004........................................................ 488,000
2005........................................................ 394,000
2006........................................................ 95,000
Thereafter.................................................. 345,000
----------
$2,429,000
==========

8. BENEFIT PLAN

Effective January 1, 2001, the Company adopted a defined contribution
benefit plan, which qualifies under Section 401(k) of the Internal Revenue Code.
Participation in the plan is available to full-time employees with at least
three months of employment with the Company. All eligible employees may elect

F-11

AURORA COMMUNICATIONS, LLC

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
DECEMBER 31, 2001 AND 2000

to contribute a portion of their compensation to the plan, subject to Internal
Revenue Code limitations. The plan provides for employer contributions based
upon an employee's salary and contributions, which amounted to $104,000 in 2001.

9. TRANSACTION WITH NASSAU BROADCASTING, L.P.

On March 24, 2000, the Company's members entered into an agreement to sell
all the ownership interests in the Company to Nassau Broadcasting Partners, L.P.
In accordance with provisions of the agreement, on October 2, 2000 the Company
terminated the transaction and collected the buyer's escrow deposit of $7.0
million plus accrued interest. The escrow deposit, net of transaction expenses
is classified as net gain from recovery of escrow deposit in the consolidated
statement of operations in 2000.

10. RELATED PARTY TRANSACTIONS

The Company pays Aurora Management, Inc., its managing member, a management
and monitoring fee at the annual rate of $150,000 per year. During 2001, the
Company also paid state franchise taxes on behalf of Aurora Management Inc.
totaling $35,000.

Under the long-term debt agreements described in Note 6, the Company
borrowed funds from certain members of the Company or their affiliates. Heller
Financial, Inc. and Union Bank of California, N.A. are members of the Company
and are lenders and agents for the Company's Senior Loans (see Note 5). Allied
Capital Corporation and Allied Investment Corporation are affiliates of a member
of the Company and have entered into a subordinated loan agreement with Holding
(see Note 5). Interest on the outstanding principal amounts and certain other
fees are paid to such members or their affiliates.

On October 27, 1999, the Company acquired substantially all the assets of
radio stations WFAS-AM/ WFAS-FM/WFAF-FM, Westchester County, New York from
Westchester Radio, LLC (see Note 3). At the time of the acquisition, Frank G.
Washington, a member of the Company, was a member of Westchester Radio, LLC.

11. MEMBERS' CAPITAL

The classes of the Company's membership interests consist of Preferred
Units and Common Units (which are further designated as Invested Common Units,
Callable Common Units and Promoted Common Units). Each member shall be entitled
to one vote for each Unit (Preferred and Common) that the member holds.

PREFERRED EQUITY INTERESTS

The Company may issue Preferred Units, no par value, which are
non-convertible. As of December 31, 2001 the Company had issued 6,450,000
Preferred Units for an aggregate of $64.5 million. The holders of Preferred
Units are entitled to a preferred return at the annual rate of 10%, compounded
quarterly, cumulative to the extent not distributed. Undistributed preferred
dividends as of December 31, 2001 and 2000 were approximately $11,858,000 and
$5,527,000, respectively.

On May 8, 2001, the Company issued 2,500,000 Preferred Units for an
aggregate of $25.0 million. The proceeds were used to fund a portion of the
purchase price of the Poughkeepsie Acquisition (see Note 3).

COMMON EQUITY INTERESTS

The Company may issue Common Units (which are further designated as
Invested Common Units, Callable Common Units and Promoted Common Units), no par
value, which represent a common profits
F-12

AURORA COMMUNICATIONS, LLC

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
DECEMBER 31, 2001 AND 2000

percentage. Each holder of Preferred Units received Invested Common Units.
Callable Common Units outstanding at December 31, 2001 will convert to Invested
Common Units upon investment by the Company's President and Chief Executive
Officer of the optional equity contribution on or prior to May 3, 2004 (see
Optional equity contribution). Otherwise, the units may be called by the Company
for a nominal amount. Promoted Common Units have been awarded to Aurora
Management Group, LLC, a member of the Company. Aurora Management Group, LLC's
members consist of certain officers and employees of the Company. At December
31, 2001, issued and outstanding Invested Common Units, Callable Common Units,
Promoted Common Units and Total Common Units were 5,126,868; 188,775; 661,670;
and 5,977,313, respectively.

On May 8, 2001, the Company issued 1,176,868 Invested Common Units; 23,537
Callable Common Units; and 134,658 Promoted Common Units in connection with the
issuance of Preferred Units. A non-cash charge of $841,000 relating to the
issuance of Promoted Common Units is classified as corporate expenses in the
consolidated statement of operations for the year ended December 31, 2001.

ALLOCATION OF PROFITS AND LOSSES/LIQUIDATION PREFERENCE

After giving effect to tax distributions, if any, paid to the members, the
Company's net income is allocated to the members' capital accounts in the
following priority: (i) to the Preferred Unit holders until the aggregate net
income allocated equals the aggregate net losses previously allocated to the
Preferred Unit holders; (ii) to the Preferred Unit holders in an amount equal to
the cumulative preferred return; and (iii) to the members in accordance with
their respective common profits percentages.

Net losses of the Company, after giving effect to tax distributions, if
any, paid to the members, are allocated to the members' capital accounts in the
following priority: (i) to the members until the aggregate net losses allocated
to the members' Common Units equals the aggregate net income previously
allocated to the members with respect to their Common Units; (ii) to the members
in proportion to their respective adjusted common capital account balances until
the adjusted common account balances of all members have been reduced to zero;
(iii) to the Preferred Unit holders until the aggregate net losses allocated to
the Preferred Unit holders equals the excess, if any, of the sum of aggregate
net income allocated to the Preferred Units over the amount of aggregate tax
distributions and preferred return distributions made to the Preferred Unit
holders; and (iv) to the Preferred Unit holders in proportion to their
respective adjusted capital account balances until the adjusted capital account
balances of all Preferred Unit holders have been reduced to zero.

Upon a liquidation of the Company, after all the Company's liabilities have
been paid, remaining proceeds shall be distributed as follows: (i) to the
Preferred Unit holders in an amount equal to the lesser of such Preferred Unit
holder's adjusted preferred capital contribution, and such Preferred Unit
holders positive capital account balance; (ii) to the Common Unit holders in
proportion to their positive capital account balances.

OPTIONAL EQUITY CONTRIBUTIONS

On or prior to May 3, 2004, a member of the Company and the Company's
President and Chief Executive Officer, may make additional preferred capital
contributions at his option with an aggregate value of up to approximately
$2,152,000.

Another member of the Company and director of Aurora Management, Inc. was
entitled to make additional capital contributions with an aggregate value of up
to $900,000 on or prior to April 3, 2000. During the first quarter of 2000, the
member made an additional capital contribution of $900,000.

F-13

INDEPENDENT AUDITORS' REPORT

Members
DBBC, L.L.C.
Nashville, Tennessee

We have audited the accompanying consolidated balance sheets of DBBC,
L.L.C. and Subsidiaries ("DBBC") as of December 31, 2001 and 2000, and the
related consolidated statements of income and changes in members' equity and
cash flows for each of the three years in the period ended December 31, 2001.
These financial statements are the responsibility of DBBC's management. Our
responsibility is to express an opinion on these financial statements based on
our audits.

We conducted our audits in accordance with auditing standards generally
accepted in the United States of America. Those standards require that we plan
and perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly,
in all material respects, the consolidated financial position of DBBC, L.L.C.
and Subsidiaries as of December 31, 2001 and 2000, and the consolidated results
of their operations and their cash flows for each of the three years in the
period ended December 31, 2001, in conformity with accounting principles
generally accepted in the United States of America.

/s/ KRAFT BROS., ESSTMAN PATTON & HARRELL, PLLC

Nashville, Tennessee

February 11, 2002

F-14

DBBC, L.L.C. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS
DECEMBER 31, 2001 AND 2000

2001 2000
----------- -----------

ASSETS
CURRENT ASSETS
Cash -- Note 11............................................. $ 117,144 $ 140,766
Accounts receivable -- trade, less allowance for doubtful
accounts of: 2001 -- $230,998; 2000 -- $176,508 -- Note
6......................................................... 1,872,838 1,740,422
Prepaid expenses and other.................................. 32,639 --
----------- -----------
TOTAL CURRENT ASSETS........................................ 2,022,621 1,881,188
----------- -----------
PROPERTY, BUILDING AND EQUIPMENT -- at cost, less
accumulated depreciation -- Notes 3 and 6................. 1,565,350 1,064,733
----------- -----------
BROADCAST LICENSES -- at cost, less accumulated
amortization -- Notes 5 and 6............................. 18,850,854 19,702,575
----------- -----------
OTHER ASSETS
Investments -- Notes 4 and 6................................ 200,000 200,000
Debt issuance costs, less accumulated amortization of:
2001 -- $99,714; 2000 -- $67,865.......................... 190,232 212,661
Deposits and other.......................................... 31,100 30,750
----------- -----------
421,332 443,411
----------- -----------
TOTAL ASSETS................................................ $22,860,157 $23,091,907
=========== ===========

LIABILITIES AND MEMBERS' EQUITY
CURRENT LIABILITIES
Current portion of long-term debt -- Note 6................. $16,154,613 $ 1,429,937
Payables to affiliates -- Note 7............................ 1,077,867 467,078
Accounts payable............................................ 695,620 376,253
Accrued expenses and taxes.................................. 104,704 138,612
----------- -----------
TOTAL CURRENT LIABILITIES................................... 18,032,804 2,411,880
LONG-TERM DEBT, less current portion -- Note 6.............. 592,095 16,539,898
COMMITMENTS AND CONTINGENCIES -- Notes 9, 11 and 13
MEMBERS' EQUITY -- Note 14.................................. 4,235,258 4,140,129
----------- -----------
TOTAL LIABILITIES AND MEMBERS' EQUITY....................... $22,860,157 $23,091,907
=========== ===========

See accompanying notes to consolidated financial statements.
F-15

DBBC, L.L.C. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF INCOME AND CHANGES IN MEMBERS' EQUITY
YEARS ENDED DECEMBER 31, 2001, 2000 AND 1999

2001 2000 1999
----------- ----------- -----------

REVENUES.............................................. $ 8,360,418 $ 8,736,436 $ 6,700,611
Less: agency commissions.............................. (1,230,172) (1,170,543) (946,946)
----------- ----------- -----------
NET REVENUES.......................................... 7,130,246 7,565,893 5,753,665
----------- ----------- -----------
OPERATING EXPENSES
Station operating expenses, excluding depreciation and
amortization:
Engineering......................................... 49,115 30,169 28,487
Programming......................................... 982,899 1,027,979 764,567
Selling............................................. 998,546 1,240,426 865,245
Advertising and promotion........................... 429,074 505,301 259,394
Local marketing agreement fees -- Note 10........... -- -- 34,900
Bad debts........................................... 406,825 204,069 2,000
Depreciation and amortization......................... 1,137,416 1,021,256 648,904
General and administrative............................ 745,558 725,910 455,545
Corporate expenses -- Note 13......................... 698,466 561,750 459,054
----------- ----------- -----------
TOTAL OPERATING EXPENSES.............................. 5,447,899 5,316,860 3,518,096
----------- ----------- -----------
OPERATING INCOME...................................... 1,682,347 2,249,033 2,235,569
----------- ----------- -----------
NONOPERATING INCOME (EXPENSE)
Interest expense...................................... (1,543,648) (1,292,673) (915,213)
Interest income....................................... -- 515 4,076
Loss on disposition of broadcast license -- Note 5.... -- (649,854) --
Other................................................. (12,912) -- 1,791
----------- ----------- -----------
NONOPERATING INCOME (EXPENSE) -- NET.................. (1,556,560) (1,942,012) (909,346)
----------- ----------- -----------
NET INCOME............................................ 125,787 307,021 1,326,223
MEMBERS' EQUITY -- BEGINNING OF YEAR.................. 4,140,129 3,858,213 2,802,757
Cash distributions to members......................... (30,658) (25,105) (270,767)
----------- ----------- -----------
MEMBERS' EQUITY -- END OF YEAR........................ $ 4,235,258 $ 4,140,129 $ 3,858,213
=========== =========== ===========

See accompanying notes to consolidated financial statements.
F-16

DBBC, L.L.C. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS
YEARS ENDED DECEMBER 31, 2001, 2000 AND 1999

2001 2000 1999
----------- ----------- ----------

CASH FLOWS FROM OPERATING ACTIVITIES
Net income for the year................................ $ 125,787 $ 307,021 $1,326,223
----------- ----------- ----------
Adjustments to reconcile net income to net cash
provided by operating activities:
Depreciation and amortization........................ 1,137,416 1,021,256 648,904
Loss on disposition of property, building and
equipment......................................... 12,912 -- --
Loss on disposition of broadcast license............. -- 649,854 --
Deferred income taxes................................ -- -- (1,772)
(Increase) decrease in:
Accounts receivable -- trade......................... (132,416) (479,387) (247,060)
Prepaid expenses and other assets.................... (32,639) -- --
Increase (decrease) in:
Payables to affiliates............................... 160,789 (13,202) 104,233
Accounts payable..................................... 319,367 (54,738) 420,407
Accrued expenses and taxes........................... (33,908) 85,355 (52,344)
----------- ----------- ----------
TOTAL ADJUSTMENTS...................................... 1,431,521 1,209,138 872,368
----------- ----------- ----------
NET CASH PROVIDED BY OPERATING ACTIVITIES.............. 1,557,308 1,516,159 2,198,591
----------- ----------- ----------
CASH FLOWS FROM INVESTING ACTIVITIES
Acquisition of broadcast licenses...................... -- (6,256,441) (686,638)
Additions to property, building and equipment.......... (767,375) (345,497) (618,087)
Deposits and other..................................... (350) (24,750) (546,597)
----------- ----------- ----------
NET CASH USED IN INVESTING ACTIVITIES.................. (767,725) (6,626,688) (1,851,322)
----------- ----------- ----------
CASH FLOWS FROM FINANCING ACTIVITIES
Repayment of long-term debt............................ (1,591,672) (1,358,777) (859,367)
Proceeds from long-term borrowings..................... 368,545 6,600,000 697,403
Proceeds of loans from affiliates...................... 450,000 -- --
Cash distributions to members.......................... (30,658) (25,105) (270,767)
Debt issuance costs.................................... (9,420) (73,590) (10,765)
----------- ----------- ----------
NET CASH PROVIDED BY (USED IN) FINANCING ACTIVITIES.... (813,205) 5,142,528 (443,496)
----------- ----------- ----------
NET INCREASE (DECREASE) IN CASH........................ (23,622) 31,999 (96,227)
CASH -- BEGINNING OF YEAR.............................. 140,766 108,767 204,994
----------- ----------- ----------
CASH -- END OF YEAR.................................... $ 117,144 $ 140,766 $ 108,767
=========== =========== ==========

See accompanying notes to consolidated financial statements.
F-17

DBBC, L.L.C. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1 -- GENERAL

DBBC L.L.C. ("DBBC"), a limited liability company, was formed June 12, 1996
in the State of Georgia with a duration of twenty-five years. Operations began
in May 1997 when DBBC entered into a local marketing agreement to operate the
two radio stations for which Phoenix of Nashville, Inc. and Phoenix of
Hendersonville, Inc. owned the broadcast licenses (WVOL-AM and WQQK-FM,
respectively). On January 2, 1998, DBBC acquired the outstanding common stock of
Phoenix Communications Group, Inc. (the parent corporation of Phoenix of
Nashville, Inc. and Phoenix of Hendersonville, Inc.).

On May 24, 1999, DBBC purchased all of the voting common stock of Mt.
Juliet Broadcasting, Inc. ("Mt. Juliet"), which owns the radio broadcast license
for WNPL-FM. DBBC had previously purchased all of the non-voting common stock in
Mt. Juliet and had operated the station, starting in 1998, under a local
marketing agreement. (See Note 5.)

On April 17, 2000, DBBC purchased all of the voting and equity interest in
Mid-TN Broadcasters, LLC ("Mid-TN"), which owned the broadcast license for
WRQQ-FM. Following the acquisition, Mid-TN assigned this broadcast license to
DBBC. Part of the consideration exchanged for this acquisition was the transfer
of the broadcast license and certain other related assets of WVOL-AM to the
seller. (See Note 5.)

As a result of these transactions, DBBC currently owns and operates, either
directly or through its subsidiaries, the radio broadcast licenses for three
radio stations in the Middle Tennessee market. The entire excess of the
acquisition cost of these properties over the identifiable tangible assets
acquired has been allocated to these broadcast licenses.

PENDING TRANSACTION

On December 14, 2001, DBBC's members entered into an agreement to (1) sell
substantially all of the assets related to the ownership and operation of
WRQQ-FM to, and (2) merge DBBC's two subsidiaries with, Cumulus Media, Inc.
("Cumulus") for consideration consisting of: (1) 5,250,000 shares of Cumulus
Class A Common Stock; (2) a warrant to purchase an additional 250,000 shares of
Cumulus Class A Common Stock at an exercise price of $12 per share; and (3)
assumption of specified liabilities of DBBC and payment of certain expenses up
to an aggregate of $21 million. The transaction is subject to approvals obtained
from Cumulus' shareholders and various regulatory authorities.

Costs incurred related to the pending transaction totaling approximately
$306,000 have been included in corporate expenses in the consolidated statement
of income for the year ended December 31, 2001.

NOTE 2 -- SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

PRINCIPLES OF CONSOLIDATION

The consolidated financial statements include the accounts and operations
of DBBC, L.L.C., its wholly-owned subsidiaries: Phoenix Communications Group,
Inc., Mt. Juliet Broadcasting, Inc. (effective May 24, 1999) and Mid-TN
Broadcasters, LLC (effective April 17, 2000), and Phoenix's wholly-owned
subsidiaries: Phoenix of Nashville, Inc. and Phoenix of Hendersonville, Inc.
Significant intercompany balances and transactions have been eliminated in
consolidation.

CONCENTRATION OF CREDIT RISK

Accounts receivable are geographically concentrated in the Middle Tennessee
market. In the opinion of management, credit risk with respect to accounts
receivable is limited due to the large number of diversified customers. DBBC
performs ongoing credit evaluations of its customers and believes that adequate
allowances for uncollectible accounts are maintained.

F-18

DBBC, L.L.C. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

USE OF ESTIMATES

The preparation of financial statements in conformity with accounting
principles generally accepted in the United States of America requires
management to make estimates and assumptions that affect the reported amounts of
assets and liabilities and disclosure of contingent assets and liabilities at
the date of the financial statements and the reported amounts of revenues and
expenses during the reporting period. Actual results could differ from those
estimates.

ADVERTISING AND PROMOTION

Expenditures for advertising and promotion are charged to expense as
incurred.

PROPERTY, BUILDING AND EQUIPMENT

Property, building and equipment are stated at cost. Depreciation is
computed on the accelerated method over the estimated useful lives of the
assets. Repairs and maintenance costs are charged to expense when incurred. When
depreciable assets are sold, the cost and related accumulated depreciation are
removed from the accounts, and any gain or loss is recognized.

INTANGIBLE ASSETS

Costs of acquired radio stations assigned to broadcast licenses are
amortized using the straight-line method over twenty-five years. The carrying
value of broadcast licenses and other intangible assets is evaluated
periodically in relation to the projected future undiscounted net cash flows, in
order to determine whether an impairment has occurred. The carrying value of
intangible assets is considered impaired when the anticipated undiscounted cash
flows from these assets are separately identifiable and are less than the
carrying value. In that event, a loss is recognized based on the amount by which
the carrying value exceeds the fair market value. Intangible assets identified
for disposition are reported at the lower of carrying amount or fair value less
cost to sell.

DEBT ISSUANCE COSTS

Costs related to the issuance of debt are capitalized and amortized over
the life of the related debt obligation.

REVENUE RECOGNITION

Revenue is derived primarily from the sale of commercial air-time to local
and national advertisers. Revenue is recognized as commercials are broadcast.

TRADE AGREEMENTS

DBBC trades commercial air time for goods and services used principally for
promotional, sales and other business activities. An asset and liability are
recorded at the fair market value of the goods or services received. Trade
revenue is recognized and the liability is relieved when commercials are
broadcast. Trade expense is recognized and the asset is relieved when goods or
services are received or used.

LOCAL MARKETING AGREEMENTS

In certain circumstances, DBBC enters into a local marketing agreement
("LMA") with a Federal Communications Commission licensee of a radio station. In
a typical LMA, the licensee of the station sells airtime on its station to a
party, which supplies programming to be broadcast during that airtime, and
collects revenues from advertising aired during such programming.

F-19

DBBC, L.L.C. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

INCOME TAXES

DBBC, L.L.C. is treated as a partnership for federal income tax purposes.
Consequently, all taxable income or loss is passed through to the members
individually.

Phoenix Communications Group, Inc., Phoenix of Nashville, Inc. and Phoenix
of Hendersonville, Inc. are "C" corporations and file a consolidated federal
income tax return. Mt. Juliet Broadcasting, Inc. is also a "C" corporation and
files a separate tax return. Deferred income tax assets and liabilities are
computed annually for differences between the financial statement and tax bases
of assets and liabilities. These differences will result in taxable or
deductible amounts in the future based on enacted tax laws and rates applicable
to the periods in which the differences are expected to affect taxable income.
Valuation allowances are established when necessary to reduce deferred tax
assets to the amount expected to be realized. Income tax expense is the tax
payable or refundable for the period plus or minus the change during the period
in deferred tax assets and liabilities.

RECLASSIFICATION

Certain prior year amounts have been reclassified to be consistent with the
current year presentation.

RECENT ACCOUNTING PRONOUNCEMENTS

In June 2001, the Financial Accounting Standards Board issued Statement of
Financial Accounting Standards (SFAS) No. 142, Goodwill and Other Intangible
Assets. Under the new rules, goodwill and indefinite lived intangible assets are
no longer amortized but are reviewed annually for impairment. Separable
intangible assets that are not deemed to have an indefinite life will continue
to be amortized over their estimated useful lives. The amortization provisions
of SFAS No. 142 apply to goodwill and intangible assets acquired after June 30,
2001. With respect to goodwill and intangibles acquired prior to July 1, 2001,
DBBC will apply the new accounting standards beginning January 1, 2002. DBBC
anticipates that all amortization of broadcast licenses as a charge to earnings
will be eliminated.

NOTE 3 -- PROPERTY, BUILDING AND EQUIPMENT

Property, building and equipment consist of the following at December 31:

2001 2000
---------- ----------

Land........................................................ $ 150,000 $ 150,000
Building and improvements................................... 24,470 21,645
Leasehold improvements -- construction in progress.......... 421,505 196,804
Broadcasting and other equipment............................ 1,548,539 1,115,718
Furniture and fixtures...................................... 174,691 93,571
Vehicles.................................................... 19,855 14,803
---------- ----------
2,339,060 1,592,541
Less accumulated depreciation............................... 773,710 527,808
---------- ----------
$1,565,350 $1,064,733
========== ==========

The general range of useful lives is 5 to 39 years for buildings and
improvements, and 5 to 10 years for all other depreciable assets.

Depreciation expense recognized each year totals: 2001 -- $253,846;
2000 -- $253,032; 1999 -- $132,004.

F-20

DBBC, L.L.C. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

NOTE 4 -- INVESTMENTS

In 1998, DBBC issued to Richard Weening, in exchange for a portion of his
interest in CML Holdings LLC ("CML"), valued at $200,000, a 4% interest in DBBC
(exclusive of such transferred CML interest). The CML interest so acquired by
DBBC was 1259.60 Class A membership units of CML. CML's principal asset is
shares of common stock of Cumulus Media, Inc., a publicly traded company. As of
December 31, 2001 and 2000, DBBC owned approximately 1.5% of CML. The investment
in CML is reported at cost, which does not exceed current fair value.

NOTE 5 -- BROADCAST LICENSES

Broadcast licenses consist of the following at December 31:

2001 2000
----------- -----------

Broadcast licenses:
WQQK-FM.................................................. $10,165,737 $10,165,737
WNPL-FM.................................................. 1,579,637 1,579,637
WRQQ-FM.................................................. 9,547,650 9,547,650
----------- -----------
21,293,024 21,293,024
Less accumulated amortization.............................. 2,442,170 1,590,449
----------- -----------
$18,850,854 $19,702,575
=========== ===========

Amortization expense relating to broadcast licenses totals:
2001 -- $851,721; 2000 -- $740,332; 1999 -- $488,669.

In June 1996, DBBC purchased all of the non-voting common stock (139
shares) in Mt. Juliet Broadcasting, Inc. ("Mt. Juliet") for $893,000. In
connection with the purchase, DBBC also acquired an option to purchase all of
the voting common stock (61 shares) of Mt. Juliet owned by an unrelated party
for $687,000. DBBC exercised this option and acquired the outstanding voting
common stock of Mt. Juliet on May 24, 1999, at which time, Mt. Juliet became a
wholly-owned subsidiary of DBBC. Effective as of May 24, 1999, DBBC's investment
in Mt. Juliet was allocated to DBBC 's broadcast license for WNPL-FM.

On December 13, 1999, DBBC paid $540,597 for a purchase option and certain
other fees and entered into agreements with eight individuals to acquire their
voting and equity interests in Mid-TN Broadcasters, LLC ("Mid-TN"), which owns
the broadcast license for WRQQ-FM. On April 17, 2000, DBBC acquired all of the
voting and equity interests of Mid-TN, which became a wholly-owned subsidiary of
DBBC. Mid-TN has assigned its broadcast license to DBBC.

Total consideration paid for Mid-TN amounted to $9,500,000, including a
$1,750,000 non-interest bearing note issued to one of the sellers (see Note 6)
and the transfer of the WVOL-AM broadcast license and certain related assets,
with a carrying value of $1,149,854, and an estimated fair market value of
$500,000, to one of the sellers. The acquisition has been recorded net of a
$249,388 imputed interest discount on the non-interest bearing note, plus other
capitalized acquisition costs totaling $297,038. In addition, a $649,854 loss on
the disposition of the WVOL-AM broadcast license has been recognized in 2000.

F-21

DBBC, L.L.C. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

A schedule summarizing the Mid-TN acquisition follows:

Costs incurred in 1999:
Option price paid......................................... $ 300,000
Brokerage fees............................................ 125,000
Legal and related closing fees............................ 115,597
----------
Deferred acquisition costs as of December 31, 1999.......... 540,597
----------
Consideration tendered at closing:
Cash paid................................................. 6,200,000
Promissory notes issued to former members of Mid-TN
Broadcasters, LLC...................................... 2,500,000
Fair market value of WVOL-AM broadcast license and related
operating property and equipment transferred to one
former owner........................................... 500,000
----------
Subtotal.................................................... 9,200,000
Less: discount for imputed interest on non-interest bearing
note...................................................... (249,388)
Add: other capitalized acquisition costs.................... 56,441
----------
Acquisition costs expended in 2000.......................... 9,007,053
----------
Total acquisition cost of Mid-TN Broadcasters, LLC.......... $9,547,650
==========

NOTE 6 -- LONG-TERM DEBT

Long-term debt consists of the following as of December 31:

2001 2000
----------- -----------

Notes payable to The CIT Group/Equipment Financing, Inc.:
Note dated December 31, 1997.......................... $ 7,877,158 $ 8,853,571
Note dated May 24, 1999............................... 533,481 602,142
Note dated April 17, 2000............................. 5,838,800 6,300,800
Note dated February 13, 2001.......................... 342,747 --
----------- -----------
14,592,186 15,756,513
Notes payable to former members of Mid-TN Broadcasters,
LLC...................................................... 2,154,522 2,213,322
----------- -----------
Total long-term debt....................................... 16,746,708 17,969,835
Less current portion....................................... 16,154,613 1,429,937
----------- -----------
Long-term debt, net........................................ $ 592,095 $16,539,898
=========== ===========

NOTES PAYABLE -- CIT GROUP/EQUIPMENT FINANCING, INC.

On December 31, 1997, DBBC entered into a loan and security agreement (the
"agreement") with The CIT Group/Equipment Financing, Inc. ("CIT") in which CIT
agreed to loan DBBC up to $12,100,000 in term loans to finance (i) the purchase
of the stock of Phoenix Communications Group, Inc. ("Phoenix"); (ii) repayment
of certain debt secured by the assets of Phoenix; and (iii) the purchase of the
voting common stock of Mt. Juliet Broadcasting, Inc. On April 17, 2000, the
agreement was amended and restated for CIT to loan DBBC up to $17,500,000 in
term loans to finance the purchase of all membership units in Mid-TN
Broadcasters, LLC (see Notes 1 and 5).

F-22

DBBC, L.L.C. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

CIT made the first advance to DBBC on December 31, 1997 in the amount of
$11,400,000. The loan is payable in monthly principal amounts ranging from
$71,250 to $134,900 plus interest. On May 24, 1999, DBBC received the second
advance in the amount of $697,403. This loan is payable in monthly principal
amounts ranging from $5,184 to $8,413 plus interest. DBBC received the third
advance, in the amount of $6,600,000, on April 17, 2000. This loan is payable in
monthly principal amounts ranging from $35,200 to $66,000 plus interest. The
interest rate charged on all three notes is fixed at 8.766%. On February 13,
2001, DBBC received a fourth advance from CIT in the amount of $368,545. This
loan is payable in monthly principal amounts ranging from $2,130 to $3,685 plus
interest at a variable rate equal to the London Interbank Offered Rate (LIBOR)
plus 2.8%, adjusted quarterly (4.8501% at December 31, 2001). The loans are all
due December 1, 2007, but may be prepaid at any time subject to a declining
prepayment fee ranging from 2% to 1% of the principal prepaid during the first
three years of each loan.

The agreement contains various financial covenants with which DBBC must
comply, including limitations on annual capital expenditures, debt service
coverage and leverage ratios. In the event of any "call event" in connection
with the loan, four of the five members have agreed to contribute to DBBC a
combined total of up to $500,000 additional equity. As of December 31, 2001,
DBBC was in violation of the debt service coverage covenant, which gives CIT the
legal right to call these loans at any time. In management's opinion, based upon
informal discussions with CIT and the pending transaction with Cumulus, as
described in Note 1, the loans will not be called; however, a formal waiver of
the loan covenant has not been obtained. Accordingly, the entire balance of the
notes payable to CIT has been classified as a current liability as required by
accounting principals generally accepted in the United States.

The loans are secured by DBBC's accounts receivable, property, building and
equipment, investments, broadcast licenses and general intangibles and the
personal guaranties of four of the five members.

NOTES PAYABLE -- FORMER OWNERS OF MID-TN BROADCASTERS, LLC (4 NOTES)

Three of the notes, totaling $750,000, bear interest at the rate of 6% per
annum and mature on April 14, 2002. The remaining note in the amount of
$1,750,000 is non-interest bearing and requires 120 monthly payments of $8,333
through April 2010, plus $750,000 due April 14, 2002. This note has been
recorded net of a $249,388 discount based on a 6% imputed rate of interest. The
outstanding principal balance of this note totaled $1,404,522 at December 31,
2001 (net of $178,811 unamortized discount).

Scheduled maturities of long-term debt, after reclassification of the
entire balance of the CIT notes as a current liability, are as follows as of
December 31, 2001:

2002........................................................ $16,154,613
2003........................................................ 66,277
2004........................................................ 70,365
2005........................................................ 74,705
2006........................................................ 79,313
Thereafter.................................................. 301,435
-----------
$16,746,708
===========

Total interest expense paid by DBBC on all interest-bearing indebtedness
amounted to $1,416,577 in 2001 ($1,234,491 in 2000 and $896,297 in 1999).

F-23

DBBC, L.L.C. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

NOTE 7 -- PAYABLES TO AFFILIATES

As of December 31, 2001, DBBC had unsecured promissory note obligations to
two affiliated companies and one of its members. These notes are payable within
60 days upon demand. The note to the member amounted to $211,250, including
accrued interest, and bears interest at 9%. Another note, in the amount of
$355,129, includes advances, other operating expenses and accrued interest and
bears interest at 9%. The third note includes the consolidation of two former
promissory notes payable along with accrued interest and other operating
expenses totaling $511,488, and bears interest at 6%.

As of December 31, 2000, DBBC had two 6% unsecured promissory notes payable
to an affiliated company in the amounts of $140,000 and $157,000. In addition,
DBBC had outstanding advances payable to two affiliated companies in the amounts
of $99,812 and $70,266, respectively. Interest accrued on the notes and advances
totaled $56,781 and is included in accrued expenses in 2000.

NOTE 8 -- INCOME TAXES

At December 31, 2001, Phoenix Communications Group, Inc. and its
subsidiaries have consolidated federal tax loss carryovers totaling
approximately $1,028,000, and individual state tax loss carryovers for the
respective companies ranging from $493,000 to $929,000. The federal tax loss
carryovers expire in the years 2012 ($360,000); 2018 ($150,000); 2020
($500,000); and 2021 ($18,000). The individual state tax loss carryovers expire
between 2002 and 2016.

The significant components of deferred tax assets and liabilities at
December 31, 2001 and 2000, are as follows:

2001 2000
--------- ---------

Deferred tax assets:
Net operating loss carryover................................ $ 328,960 $ 323,200
Valuation allowance......................................... (328,960) (321,334)
--------- ---------
Deferred tax asset after valuation allowance................ -- 1,866
Deferred tax liabilities:
Financial statement basis in excess of tax basis............ -- (1,866)
--------- ---------
Net deferred tax asset...................................... $ -- $ --
========= =========

DBBC's provision for (benefit from) income taxes included in other
nonoperating (income) expense for the years ended December 31, 2001, 2000 and
1999, consisted of the following:

2001 2000 1999
---- ---- -------

Current..................................................... $-- $-- $ --
Deferred.................................................... -- -- (1,772)
--- --- -------
Provision for income taxes (benefit)........................ $-- $-- $(1,772)
=== === =======

NOTE 9 -- OPERATING LEASES

DBBC leased certain office space for $6,000 per month under a month to
month operating lease through March 2001. On August 16, 2000, DBBC entered into
another five-year operating lease for its new office and studio space at a
monthly rental of $12,375. DBBC has the option to terminate the lease with 30
days notice or to purchase the building for $1,650,000 less rental payments
applied in the amount of $2,778 per month for each month during the option
period, up to a maximum credit allowed of $50,000.

F-24

DBBC, L.L.C. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

The option expires February 15, 2002. Rent expense totaled $160,500 in 2001
($121,500 in 2000 and $44,000 in 1999).

In February 2002, DBBC exercised its option to acquire the building.
Closing on this property is expected to occur prior to March 15, 2002.

NOTE 10 -- RELATED PARTY TRANSACTIONS

Prior to May 24, 1999 (see Notes 1 and 5), DBBC operated radio station
WNPL-FM under a local marketing agreement with Mt. Juliet Broadcasting, Inc.
("Mt. Juliet") for which the monthly fees paid by DBBC totaled $34,900 in 1999.
This agreement was terminated upon the acquisition by DBBC of all of the voting
interest in Mt. Juliet.

NOTE 11 -- CASH CONCENTRATIONS

From time to time throughout the year, DBBC's bank balances with financial
institutions exceeded FDIC insurance limits. Management considers this to be a
normal business risk.

NOTE 12 -- OTHER CASH FLOW DISCLOSURES

Non-cash investing and financing activities consisted of the following for
the years ended December 31:

2001 2000 1999
---- ---------- --------

Transfer of investment in non-voting common stock of Mt.
Juliet Broadcasting, Inc. to broadcast licenses upon
acquisition of 100% of voting interest (see Note 5)... $-- $ -- $893,000
Transfer of deposit and other deferred acquisition costs
(option price and related brokerage and legal fees),
relating to the purchase of Mid-TN Broadcasters, LLC,
to broadcast licenses upon acquisition of 100% of
voting interest (see Note 5).......................... -- 540,597 --
Transfer of WVOL-AM broadcast license and related assets
to seller as partial consideration for acquisition of
Mid-TN Broadcasters, LLC (see Note 5)................. -- 500,000 --
Promissory notes payable issued to seller as partial
consideration for acquisition of Mid-TN Broadcasters,
LLC, net of $249,388 imputed interest (see Note 5).... -- 2,250,612 --

NOTE 13 -- COMMITMENTS

In 1999, DBBC entered into an agreement with an unrelated company to
provide consulting services for the purpose of pursuing and implementing
facilities upgrades at two of DBBC's radio stations. Total costs relating to
these consulting services, amounting to $54,000 in 2001, $119,500 in 2000, and
$118,000 in 1999, are included in corporate expenses. In addition, DBBC has
agreed to pay a $500,000 bonus for each upgrade successfully implemented, less
any prior payments made for work on the upgrade project. If DBBC terminates the
agreement after the implementation filing before one or both of the proposed
upgrades has been filed with the Federal Communications Commission ("FCC"), and
DBBC withdraws from consideration any implementation filings filed with the FCC,
DBBC must pay $200,000 as liquidated damages for each such implementation filing
it withdraws from consideration.

F-25

DBBC, L.L.C. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

NOTE 14 -- MEMBERS' EQUITY

DBBC's members each had an undivided interest in the profits or losses of
DBBC, represented by units of ownership. Each unit is identical in all respects
to every other unit. Members are entitled to one vote per unit, and income or
loss is allocated in proportion to the number of units held. No additional
member may be admitted to DBBC without the consent of a majority vote. A total
of 400 units are issued and outstanding.

F-26

APPENDIX A

ACQUISITION AGREEMENT,
AS AMENDED

TABLE OF CONTENTS

PAGE
----

ARTICLE 1 PURCHASE AND SALE; MERGERS; PURCHASE PRICE.................. A-2
1.1 Purchase and Sale........................................... A-2
1.2 Mergers..................................................... A-2
1.3 Purchase Price.............................................. A-5
1.4 Blocker Corp. Tax........................................... A-6
1.5 Pre-Closing Escrow Shares; Registration Rights Agreement.... A-6
1.6 Escrow Agreement............................................ A-7
ARTICLE 2 APPLICATION TO AND CONSENT BY COMMISSION.................... A-7
2.1 Commission Consent.......................................... A-7
2.2 Application for Commission Consent.......................... A-7
2.3 Absence of Commission Consent............................... A-8
2.4 Definition of Final Order................................... A-8
2.5 Effect of Termination....................................... A-8
ARTICLE 3 CLOSING; DELIVERIES......................................... A-8
3.1 Closing..................................................... A-8
3.2 Deliveries by Seller Parties................................ A-8
3.3 Deliveries by Buyer Parties................................. A-10
3.4 Further Assurances.......................................... A-10
ARTICLE 4 CLOSING CONDITIONS.......................................... A-11
4.1 Conditions Precedent to the Obligations of the Buyer
Parties..................................................... A-11
4.2 Conditions Precedent to the Obligations of the Seller
Parties..................................................... A-11
ARTICLE 5 REPRESENTATIONS AND WARRANTIES OF SELLERS AND ENTITIES...... A-13
5.1 Organization and Ownership Structure of the Companies;
Standing and Qualification.................................. A-13
5.2 Absence of Equity Investments............................... A-13
5.3 Authorization; No Violation................................. A-13
5.4 Financial Statements........................................ A-14
5.5 Litigation.................................................. A-14
5.6 Compliance; Properties; Authorizations...................... A-14
5.7 Assets...................................................... A-15
5.8 Contracts................................................... A-16
5.9 Accounts Receivable......................................... A-16
5.10 Insurance................................................... A-16
5.11 Absence of Changes or Events since Balance Sheet Date....... A-17
5.12 Intangibles................................................. A-17
5.13 Environmental Matters....................................... A-18
5.14 Employee Benefits........................................... A-18
5.15 Labor Matters............................................... A-20
5.16 Absence of Undisclosed Liabilities.......................... A-20

A-i

PAGE
----

5.17 Taxes....................................................... A-20
5.18 Barter...................................................... A-21
5.19 Related Party Relationships................................. A-21
5.20 Disclosure.................................................. A-21
5.21 Closing Expenses............................................ A-21
ARTICLE 6 REPRESENTATIONS AND WARRANTIES OF MEMBERS................... A-21
6.1 Title to Membership Interests............................... A-21
6.2 Capacity, Power and Authority............................... A-21
6.3 Authorization; No Violation................................. A-21
6.4 Litigation.................................................. A-22
ARTICLE 7 REPRESENTATIONS AND WARRANTIES OF BACI...................... A-22
7.1 Organization and Standing................................... A-22
7.2 Capitalization.............................................. A-22
7.3 Authorization; No Violation................................. A-23
7.4 Litigation.................................................. A-23
7.5 No Investments, Operations, Liabilities..................... A-23
7.6 Taxes....................................................... A-23
ARTICLE 8 REPRESENTATIONS AND WARRANTIES OF ALLIED BLOCKER CORP. AND
ALLIED BLOCKER CORP. SHAREHOLDERS........................... A-24
8.1 Organization and Standing................................... A-24
8.2 Capitalization.............................................. A-24
8.3 Authorization; No Violation................................. A-24
8.4 Litigation.................................................. A-25
8.5 No Investments, Operations, Liabilities..................... A-25
8.6 Taxes....................................................... A-25
ARTICLE 9 REPRESENTATIONS AND WARRANTIES OF BLOCKER CORP.
SHAREHOLDERS................................................ A-26
9.1 Title to Shares............................................. A-26
9.2 Capacity, Power and Authority............................... A-26
9.3 Authorization; No Violation................................. A-26
9.4 Litigation.................................................. A-26
ARTICLE 10 REPRESENTATIONS AND WARRANTIES OF BUYER..................... A-27
10.1 Organization and Standing................................... A-27
10.2 Capitalization.............................................. A-27
10.3 Authorization; No Violation................................. A-27
10.4 Litigation.................................................. A-28
10.5 Merger Shares and Stock Consideration....................... A-28
10.6 Buyer SEC Documents......................................... A-28
10.7 Financing................................................... A-28
10.8 Significant Subsidiaries; Buyer Parties..................... A-29
10.9 Proxy Statement; Registration Statement..................... A-29
10.10 Material Contracts.......................................... A-29

A-ii

PAGE
----

10.11 FCC Qualifications.......................................... A-29
10.12 Legally Required Shareholder Vote........................... A-30
10.13 Investment Representations of the Buyer Parties............. A-30
10.14 [intentionally deleted]..................................... A-30
10.15 No Investments, Operations, Liabilities..................... A-30
10.16 Disclosure.................................................. A-30
10.17 Tax Representations......................................... A-30
10.18 Commission Authorizations................................... A-30
10.19 Investment Company.......................................... A-31
ARTICLE 11 SECURITIES LAWS............................................. A-31
11.1 No Registration Statement................................... A-31
11.2 Investment Representations of Sellers....................... A-31
11.3 Conditions Precedent to Transfer of Merger Shares and Stock
Consideration............................................... A-31
ARTICLE 12 CERTAIN COVENANTS........................................... A-32
12.1 Conduct of Business......................................... A-32
12.2 Operations of Each of Companies............................. A-33
12.3 Conduct of Blocker Corps. Business.......................... A-33
12.4 Conduct of Buyer's Business; Operations of Buyer............ A-34
12.5 Changes in Information...................................... A-34
12.6 Restrictions on Buyer....................................... A-34
12.7 Access to Information....................................... A-34
12.8 No Shop..................................................... A-35
12.9 Environmental Notices....................................... A-35
12.10 Supplying of Financial Statements........................... A-35
12.11 Non-Compete Agreements...................................... A-35
12.12 HSR Filings................................................. A-35
12.13 Shareholder Meeting; SEC Filings............................ A-35
12.14 Public Announcement......................................... A-36
12.15 Filing of Tax Returns....................................... A-36
12.16 Certain Taxes and Fees...................................... A-36
12.17 Evidence of Title........................................... A-36
12.18 Surveys..................................................... A-37
12.19 Environmental Audits........................................ A-37
12.20 Inspections, Reports and Studies............................ A-37
12.21 Buyer's Actions............................................. A-37
12.22 Confidentiality............................................. A-38
12.23 Voting Agreement; Class B Consent........................... A-38
12.24 Information Provided by Sellers............................. A-38
12.25 Tax Matters................................................. A-38
12.26 Termination Payments........................................ A-38

A-iii

PAGE
----

ARTICLE 13 TERMINATION................................................. A-39
13.1 Termination................................................. A-39
13.2 Effect of Termination....................................... A-40
13.3 Specific Performance........................................ A-40
ARTICLE 14 INDEMNIFICATION............................................. A-41
14.1 General Obligation to Indemnify............................. A-41
14.2 Excluded Taxes; Indemnification by the Sellers.............. A-42
14.3 Survival and Other Matters.................................. A-43
14.4 Provisions Regarding Indemnification........................ A-44
14.5 Tax Consequences............................................ A-44
14.6 Exclusive Remedy............................................ A-44
ARTICLE 15 DEFINITIONS................................................. A-44
ARTICLE 16 MISCELLANEOUS............................................... A-51
16.1 Binding Agreement........................................... A-51
16.2 Assignment.................................................. A-51
16.3 Law To Govern............................................... A-51
16.4 Notices..................................................... A-52
16.5 Fees and Expenses........................................... A-53
16.6 Entire Agreement............................................ A-53
16.7 Aurora Management Group, LLC Matters........................ A-53
16.8 Waivers..................................................... A-53
16.9 Severability................................................ A-53
16.10 No Third-Party Beneficiaries................................ A-53
16.11 Appointment of Sellers' Representatives..................... A-53
16.12 Choice of Law, Submission to Jurisdiction, Etc. ............ A-54
16.13 Counterparts................................................ A-55
16.14 Headings.................................................... A-55
16.15 Use of Terms................................................ A-55
16.16 Survival.................................................... A-55

EXHIBITS
--------

Exhibit 1.1 Form of Membership Assignment
Exhibit 1.6 Form of Escrow Agreement
Exhibit 3.2(m) Form of FCC Opinion
Exhibit 3.2(r) Form of Class B Shareholder Agreement
Exhibit 3.3(g) Form of FCC Opinion
Exhibit 15 Form of Warrant

A-iv

SCHEDULES
---------

Schedule 1 Merger Shares, Subject Percentage Interests, etc.
Schedule 4.2(i) Settlement Amounts
Schedule 5.1(a) States of Incorporation and Qualification
Schedule 5.1(b) Membership Interests
Schedule 5.2 Absence of Equity Investments
Schedule 5.3 No Conflicts
Schedule 5.4 Indebtedness
Schedule 5.5 Litigation
Schedule 5.6(a) Compliance
Schedule 5.6(b) Commission Authorizations
Schedule 5.6(c) License Renewal Applications, etc.
Schedule 5.7(a) Real Property
Schedule 5.7(b) Personal Property
Schedule 5.7(c) Permitted Liens
Schedule 5.8(a) Contracts
Schedule 5.8(b) Guarantees, Loans, etc.
Schedule 5.8(c) Agency and Representative Agreements
Schedule 5.9 Accounts Receivable
Schedule 5.10 Insurance
Schedule 5.11 Absence of Changes
Schedule 5.12 Intangibles
Schedule 5.13 Environmental Matters
Schedule 5.14(a) Employees
Schedule 5.14(c) Changes to Benefit Plan
Schedule 5.14(e) Severance Pay, etc.
Schedule 5.14(f) Unresolved Claims
Schedule 5.16 Undisclosed Liabilities
Schedule 5.17 Taxes
Schedule 5.18 Barter Agreements
Schedule 5.19 Related Party Relationship
Schedule 5.21 Closing Expenses
Schedule 6.1 Title to Membership Interests
Schedule 6.3 Consents
Schedule 6.4 Litigation
Schedule 7.1 States of Incorporation and Qualifications
Schedule 7.2 Capitalization
Schedule 7.5 No Investments, Operations, etc.
Schedule 8.1 States of Incorporation and Qualification
Schedule 8.2 Capitalization
Schedule 9.3 Consents
Schedule 9.4 Litigation
Schedule 10.3 Consents, Authorizations, etc.
Schedule 10.4 Litigation
Schedule 12.1(e) Dividends and Distributions

A-v

SCHEDULES
---------

Schedule 12.1(h) Employee Benefit Plan
Schedule 12.1(k) Loans, Asset Sales, etc.
Schedule 12.1(m) Asset Acquisition, etc.
Schedule 12.4 Conduct of Business
Schedule 12.11 Non-Compete Agreements
Schedule 12.26 Termination Payments
Schedule 13.1(c) BACI Termination
Schedule 14.1 Allied Percentage Interest
Schedule 14.3 Indemnification Cap
Schedule 16.7 Aurora Management Group Interests

A-vi

ACQUISITION AGREEMENT

This Agreement (the "Agreement"), dated as of November 18, 2001, by and
among the following parties: (i) CUMULUS MEDIA INC. an Illinois corporation
("Buyer"); (ii) BA BLOCKER ACQUISITION CORP., a Delaware corporation ("BA
Blocker Acquisition Corp."); (iii) AA BLOCKER ACQUISITION CORP., a Delaware
corporation ("Allied Blocker Acquisition Corp." and, together with Buyer and BA
Blocker Acquisition Corp. the "Buyer Parties"); (iv) AURORA COMMUNICATIONS, LLC,
a Delaware limited liability company (the "Company"); (v) AURORA MANAGEMENT,
INC., a Delaware corporation ("BA Blocker Corp."); (vi) ALLIED AURORA
ACQUISITION CORP., a Maryland corporation ("Allied Blocker Corp.," BA Blocker
Corp. together with Allied Blocker Corp. being hereinafter sometimes referred to
as the "Blocker Corps."; and Blocker Corps. together with Company being
hereinafter sometimes referred to as the "Entities"); (vii) ALLIED CAPITAL
CORPORATION, a Maryland corporation ("Allied Capital") and ALLIED INVESTMENT
CORPORATION, a Maryland corporation ("Allied Investment" and together with
Allied Capital the "Allied Blocker Corp. Shareholders"); (viii) those certain
entities and individuals identified on Appendix A hereto as the "BA Blocker
Corp. Shareholders" (and together with Allied Blocker Corp. Shareholders, the
"Blocker Corp. Shareholders"); (ix) those certain entities and individuals
identified on Appendix A hereto as the "Members" (together with Blocker Corp.
Shareholders, being hereinafter sometimes referred to as "Sellers"); and (x)
FRANK OSBORN, a resident of the State of Connecticut, and BACI, both in their
capacities as "Sellers' Representatives" (the Sellers' Representatives, together
with the Company, Blocker Corps. and Sellers being hereinafter sometimes
referred to as the "Seller Parties").

WITNESSETH:

WHEREAS, the Company owns and operates through the Subsidiaries the
following radio stations, which broadcast radio programming into the markets
indicated:

STATION MARKET
------- ------

WFAS -- FM............................... White Plains/Westchester County
WFAS -- AM............................... White Plains/Westchester County
WFAF -- FM............................... Mount Kisco/Westchester County
WEBE -- FM............................... Westport/Bridgeport, CT
WICC -- AM............................... Bridgeport, CT
WRKI -- FM............................... Brookfield/Danbury, CT
WAXB -- FM............................... Patterson, NY/Danbury, CT
WINE -- AM............................... Brookfield/Danbury, CT
WPUT -- AM............................... Brewster, NY/Danbury, CT
WALL -- AM............................... Middletown, NY
WPDH -- FM............................... Poughkeepsie, NY
WPDA -- FM............................... Jeffersonville/Poughkeepsie, NY
WRRB -- FM............................... Arlington/Poughkeepsie, NY
WZAD -- FM............................... Wurtsboro/Poughkeepsie, NY
WCZX -- FM............................... Hyde Park/Poughkeepsie, NY
WEOK -- AM............................... Poughkeepsie, NY
WKNY -- AM............................... Kingston/Poughkeepsie, NY
WRRV -- FM............................... Newburgh-Middletown, NY

(the "Stations"), pursuant to certain authorizations issued by the Federal
Communications Commission (the "Commission" or "FCC") and the Company owns or
leases through the Subsidiaries assets used or useful in connection with the
operation of the Stations;

A-1

WHEREAS, BA Blocker Corp. Shareholders are the current holders of all of
the issued and outstanding shares of capital stock of BA Blocker Corp., Allied
Blocker Corp. Shareholders are the current holders of all of the issued and
outstanding shares of capital stock of Allied Blocker Corp., and Blocker Corps.
and the Members own all of the outstanding membership interests in the Company;

WHEREAS, the Company owns all of the outstanding membership interests of
Aurora Holding, L.L.C., a Delaware limited liability company ("Aurora Holding")
and Aurora Holding holds all of the outstanding membership interests in
Operating Subsidiaries and License Subsidiaries;

WHEREAS, each of the BA Blocker Corp. Shareholders and Allied Blocker
Corp. Shareholders desires to sell to BA Blocker Acquisition Corp. and AA
Acquisition Corp. all of its issued and outstanding shares of capital stock of
BA Blocker Corp. and Allied Blocker Corp. as applicable, and each Member desires
to sell to the Buyer its membership interests in the Company such that the Buyer
Parties will acquire upon the closing of the transactions provided for herein
directly, or indirectly, all of the membership interests in the Company;

WHEREAS, the Board of Directors of each of the Buyer Parties has approved
this Agreement, and deems it advisable and in the best interests of the
shareholders of such Buyer Party to consummate the transactions contemplated by
this Agreement, and the sole shareholder of each of BA Blocker Acquisition Corp.
and Allied Blocker Acquisition Corp. has approved this Agreement and the
consummation of the transactions contemplated by this Agreement;

WHEREAS, all limited liability company or corporate authorizations
requisite for the execution of delivery of this Agreement and the consummation
of the transactions provided for herein by and in respect of each of the
Entities and Sellers, which are not natural persons have been obtained;

WHEREAS, each of the Sellers has agreed to appoint each of the Sellers'
Representatives as attorney-in-fact as provided for herein; and

NOW, THEREFORE, in consideration of the mutual covenants, agreements,
representations and warranties herein contained, and upon the terms and subject
to the conditions hereinafter set forth, the parties hereto hereby agree as
follows:

ARTICLE 1

PURCHASE AND SALE; MERGERS; PURCHASE PRICE

1.1 Purchase and Sale. Subject to the terms and conditions hereinafter
set forth at the Closing each of the Members shall sell, assign, transfer,
convey and deliver to Buyer, free and clear of all Liens, all of such Member's
membership interests in the Company (collectively, the "Membership Interests").
The sale, assignment, transfer and conveyance of the Membership Interests shall
be evidenced by delivery to Buyer of assignments of such Membership Interests in
the form attached as Exhibit 1.1 hereto (the "Membership Assignments"), executed
by each of the Members in respect of its Membership Interests.

1.2 Mergers.

1.2.1 Merger of BA Blocker Corp.

(a) Upon the terms and subject to the conditions set forth in this
Agreement, which shall constitute a "plan of reorganization" for purposes
of Section 368 of the Code, and in accordance with the Delaware Code, BA
Blocker Corp. shall be merged with and into BA Blocker Acquisition Corp.
(the "BA Merger") at Closing. Following the BA Merger, BA Blocker
Acquisition Corp. shall continue as the surviving corporation (the "BA
Surviving Corporation") and the separate corporate existence of the BA
Blocker Corp. shall cease.

(b) A certificate of merger (the "Certificate of Merger) shall be duly
prepared and executed in accordance with the Delaware Code and delivered on
the Closing Date to the Secretary of State of the State of Delaware for
filing. The BA Merger shall become effective upon the date and time of the

A-2

filing of the Certificate of Merger or such other date and time as Buyer
and the Sellers' Representatives shall agree and specify in the Certificate
of Merger (the time the BA Merger becomes effective being referred to as
the "BA Effective Time"). The BA Merger shall have the effects set forth in
the Delaware Code.

(c) The Certificate of Incorporation of BA Blocker Acquisition Corp.
as in effect immediately preceding the BA Effective Time shall be the
Certificate of Incorporation of the BA Surviving Corporation. The Bylaws of
BA Blocker Acquisition Corp. as in effect immediately preceding the BA
Effective Time shall be the Bylaws of the BA Surviving Corporation.

(d) The directors of BA Blocker Acquisition Corp. immediately prior to
the BA Effective Time shall be the directors of the BA Surviving
Corporation and shall hold office from the BA Effective Time until their
respective successors are duly elected or appointed and qualified in a
manner provided in the Certificate of Incorporation and Bylaws of BA
Surviving Corporation, or as otherwise provided by law.

(e) The officers of BA Blocker Acquisition Corp. immediately prior to
the BA Effective Time shall be the officers of the BA Surviving Corporation
and shall hold office from the BA Effective Time until their respective
successors are duly elected or appointed and qualified in the manner
provided in the Certificate of Incorporation and Bylaws of the BA Surviving
Corporation, or as otherwise provided by law.

(f) The shares of BA Blocker Corp. Stock issued and outstanding
immediately prior to the BA Effective Time shall, at the BA Effective Time,
by virtue of the BA Merger and without any action on the part of the
holders thereof, be converted into the right to receive (i) that number of
shares of Class B Common Stock, $.01 par value ("Class B Common Stock") set
forth on Schedule 1 hereto, (ii) that number of shares of Class A Common
Stock, $.01 par value of Buyer ("Class A Common Stock") set forth on
Schedule 1 (such shares of Class B Common Stock and Class A Common Stock,
collectively, the "BA Merger Shares"), and (iii) Warrants exercisable for
that number of Warrant Shares set forth on Schedule 1 hereto, deliverable
to the holders thereof without interest on the value thereof in the
relative amounts set forth on Schedule 1. At the BA Effective Time,
certificates which formerly represented shares of BA Blocker Corp. Stock
shall only represent the right to receive the BA Merger Shares upon
surrender of such certificates to Buyer.

(g) Each share of BA Blocker Corp. Stock held in the treasury of the
BA Blocker Corp. immediately prior to the BA Effective Time shall, at the
BA Effective Time, by virtue of the BA Merger and without any action on the
part of the holder thereof, be canceled and retired and cease to exist.

(h) Each share of BA Blocker Acquisition Corp. Stock issued and
outstanding immediately prior to the BA Effective Time shall, at the BA
Effective Time, by virtue of the BA Merger and without any action on the
part of the holder thereof, be converted into one share of common stock,
$.01 par value, of BA Surviving Corporation.

(i) The BA Merger Shares shall be deemed to have been issued in full
satisfaction of all rights pertaining to such converted shares and shall,
when issued pursuant to the provisions hereof, be fully paid and
nonassessable.

(j) The number of BA Merger Shares and Warrant Shares and the exercise
price of the Warrants shall be adjusted to reflect any stock dividends,
combinations, splits or similar recapitalization events occurring or having
occurred between the date of this Agreement and the Closing with respect to
the Class A Common Stock, if any. In addition to any adjustments required
by the preceding sentence, the number of BA Merger Shares and Warrant
Shares that are shares of Class B Common Stock shall be adjusted to reflect
any stock dividends, combinations, splits or similar recapitalization
events occurring or having occurred between the date of this Agreement and
the Closing with respect to the Class B Common Stock, if any.

A-3

1.2.2 Merger of Allied Blocker Corp.

(a) Upon the terms and subject to the conditions set forth in this
Agreement, which shall constitute a "plan of reorganization" for purposes
of Section 368 of the Code, and in accordance with the Delaware Code and
the Maryland Code, Allied Blocker Acquisition Corp. shall be merged with
and into Allied Blocker Corp. (the "Allied Merger") at Closing. Following
the Allied Merger, Allied Blocker Corp. shall continue as the surviving
corporation (the "Allied Surviving Corporation") and the separate corporate
existence of the Allied Blocker Acquisition Corp. shall cease.

(b) Articles of merger (the "Articles of Merger") shall be duly
prepared and executed in accordance with the Maryland Code and delivered on
the Closing Date to the Secretary of State of the State of Delaware and of
Maryland for filing. The Allied Merger shall become effective upon the date
and time of the filing of the Articles of Merger, or such other date and
time as Buyer and the Sellers' Representatives shall agree and specify in
the Articles of Merger (the time the Allied Merger becomes effective being
referred to as the "Allied Effective Time"). The Allied Merger shall have
the effects set forth in the Delaware Code and Maryland Code.

(c) The Articles of Incorporation of Allied Blocker Acquisition Corp.
as in effect immediately preceding the Allied Effective Time shall be the
Articles of Incorporation of the Allied Surviving Corporation. The Bylaws
of Allied Blocker Acquisition Corp. as in effect immediately preceding the
Allied Effective Time shall be the Bylaws of the Allied Surviving
Corporation.

(d) The directors of Allied Blocker Acquisition Corp. immediately
prior to the Allied Effective Time shall be the directors of the Allied
Surviving Corporation and shall hold office from the Allied Effective Time
until their respective successors are duly elected or appointed and
qualified in a manner provided in the Articles of Incorporation and Bylaws
of Allied Surviving Corporation, or as otherwise provided by law.

(e) The officers of Allied Blocker Acquisition Corp. immediately prior
to the Allied Effective Time shall be the officers of the Allied Surviving
Corporation and shall hold office from the Allied Effective Time until
their respective successors are duly elected or appointed and qualified in
the manner provided in the Articles of Incorporation and Bylaws of the
Allied Surviving Corporation, or as otherwise provided by law.

(f) The shares of Allied Blocker Corp. Stock issued and outstanding
immediately prior to the Allied Effective Time shall, at the Allied
Effective Time, by virtue of the Allied Merger and without any action on
the part of the holders thereof, be converted into the right to receive (i)
that number of shares of Class A Common Stock set forth on Schedule 1
hereto (such shares of Class A Common Stock, the "Allied Merger Shares"
and, together with the BA Merger Shares, collectively, the "Merger Shares")
and (ii) Warrants exercisable for that number of Warrant Shares set forth
on Schedule 1 hereto, deliverable to the holders thereof without interest
on the value thereof in the relative amounts set forth on Schedule 1. At
the Allied Effective Time, certificates which formerly represented shares
of Allied Blocker Corp. Stock shall only represent the right to receive the
Allied Merger Shares upon surrender of such certificates to Buyer.

(g) Each share of Allied Blocker Corp. Stock held in the treasury of
the Allied Blocker Corp. immediately prior to the Allied Effective Time
shall, at the Allied Effective Time, by virtue of the Allied Merger and
without any action on the part of the holder thereof, be canceled and
retired and cease to exist.

(h) Each share of Allied Blocker Acquisition Corp. Stock issued and
outstanding immediately prior to the Allied Effective Time shall, at the
Allied Effective Time, by virtue of the Allied Merger and without any
action on the part of the holder thereof, be converted into one share of
common stock, $.01 par value, of Allied Surviving Corp.

A-4

(i) The Allied Merger Shares shall be deemed to have been issued in
full satisfaction of all rights pertaining to such converted shares and
shall, when issued pursuant to the provisions hereof, be fully paid and
nonassessable.

(j) The number of Allied Merger Shares and Warrant Shares and the
exercise price of the Warrants shall be adjusted to reflect any stock
dividends, combinations, splits or similar recapitalization events
occurring or having occurred between the date of this Agreement and the
Closing with respect to the Class A Common Stock, if any.

1.3 Purchase Price.

1.3.1 Purchase Price Elements. The aggregate consideration to be
paid by Buyer for the Membership Interests shall consist of the Stock
Consideration and Cash Consideration.

1.3.2 Stock Consideration. Subject to the provisions of Section 1.6
hereof, Buyer shall deliver share certificates at Closing representing that
number of shares of Class A Common Stock set forth on Schedule 1 hereto
(the "Stock Consideration") and Warrants exercisable for that number of
Warrant Shares set forth on Schedule 1 hereto to the Members in the
relative amounts set forth on Schedule 1; provided, however, that the
number of shares of Stock Consideration and Warrant Shares and the exercise
price of the Warrants shall be adjusted to reflect any stock dividends,
combinations, splits or similar recapitalization events occurring or having
occurred between the date of this Agreement and the Closing with respect to
the Class A Common Stock, if any. A portion of the Stock Consideration
shall be delivered at Closing to the Escrow Agent as provided for in
Section 1.6 hereof.

1.3.3 Cash Consideration. At the Closing, the Buyer shall pay the
following:

(i) To each of the Members, their respective Cash Percentage of an
amount equal to (A) $93 million; (B) minus the amount of the Non-Compete
Payments; (C) minus the Existing Debt Payoff Amount; (D) minus the
Escrow Amount (each a "Closing Payment" and collectively, the "Closing
Payments"), in cash, payable by wire transfer or delivery of other
immediately available funds. The Closing Payments shall be made to a
bank account designated by each of the Members as set forth on Schedule
1 hereto.

(ii) To the Escrow Agent, the Escrow Amount in cash, if any,
payable into the Escrow Account (as defined in the Escrow Agreement) by
wire transfer or delivery of other immediately available funds, with the
Escrow Amount credited to the respective individual accounts of the
Sellers as set forth on Schedule 1 hereto.

(iii) To the Lenders, the Existing Debt Payoff Amount as provided
in Section 1.3.5.

1.3.4 Non-Compete Payment. At the Closing, the Buyer shall pay one
thousand dollars ($1,000.00) to each Seller executing a Non-Compete
Agreement simultaneously herewith, in cash by wire transfer or delivery of
other immediately available funds (collectively, the "Non-Compete
Payments"). The Non-Compete Payments shall be made to a bank account
designated by each such Seller.

1.3.5 Existing Debt Payoff Amount. As soon as practicable, but in no
event later than five (5) days before the Closing Date, the Company shall
deliver to Buyer a pay-off letter or similar statement in customary form
from each of the Lenders setting forth the amount of each debt constituting
the Existing Debt (such amounts collectively the "Existing Debt Payoff
Amount"). At Closing, Buyer shall pay to the Lenders, an amount equal to
the Existing Debt Payoff Amount, in cash, payable by wire transfer or
delivery of other immediately available funds, as directed by the
applicable Lender.

1.3.6 Merger Shares. At Closing, the Blocker Corp. Shareholders
shall deliver to Buyer certificates representing their Shares free and
clear of all Liens. In exchange therefor, subject to the provisions of
Section 1.6, Buyer shall deliver to Blocker Corp. Shareholders certificates
representing

A-5

the Merger Shares, and Warrants, each in the relative amounts and in the
class set forth on Schedule 1. A portion of the Merger Shares shall be
delivered at Closing to the Escrow Agent as provided for in Section 1.6
hereof.

1.4 Blocker Corp. Tax.

(a) No later than ten (10) days prior to the Closing Date, (i) the Company
shall prepare and deliver to the Buyer a computation of the Blocker Corp. Tax
for BA Blocker Corp. (the "BA Blocker Corp. Tax Amount") and (ii) Allied Blocker
Corp. shall prepare and deliver to the Buyer a computation of the Blocker Corp.
Tax for Allied Blocker Corp. (the "Allied Blocker Corp. Tax Amount" and,
together with the BA Blocker Corp. Tax Amount, the "Blocker Corp. Tax Amount").
Absent a good faith objection of the Buyer, delivered no later than five (5)
days prior to the Closing Date as to the computation of the Blocker Corp. Tax
Amount for either of the Blocker Corps., such estimate shall be used solely to
effectuate the Closing and, absent a dispute properly submitted in accordance
with Section 1.4(b), shall be conclusive and binding on the parties hereto.
Should the Buyer object to the Blocker Corp. Tax Amount for either of the
Blocker Corps., it shall provide in writing its proposed adjustment to the
computation of such Blocker Corp. Tax Amount and such Buyer-adjusted amount
shall be considered such Blocker Corp. Tax Amount solely to effectuate the
Closing and, absent a dispute properly submitted in accordance with Section
1.4(b), shall be conclusive and binding on the parties hereto. The Company, on
behalf of BA Blocker Corp., and Allied Blocker Corp. Shareholders, respectively,
shall pay to Buyer at Closing the BA Blocker Corp. Tax Amount and Allied Blocker
Corp. Tax Amount, respectively, in cash, payable by wire transfer or delivery of
other immediately available funds. At Closing, the BA Blocker Corp. Shareholders
shall reimburse the Company for such portion of the BA Blocker Tax Amount which
is not the responsibility of the Company pursuant to the Company LLC Agreement.

(b) In the event that Buyer, BA Blocker Corp. or Allied Blocker Corp. has a
dispute with respect to the BA Blocker Corp. Tax Amount or the Allied Blocker
Corp. Tax Amount used to effectuate the Closing, (i) the disputing party shall
provide written notice of such dispute to the non-disputing party and (ii) shall
submit the dispute for resolution to the Accounting Expert who shall, sitting as
experts and not as arbitrators, resolve the dispute. The fees of the Accounting
Expert shall be paid equally by the BA Blocker Corp. Shareholders and the Buyer,
or by the Allied Blocker Corp. Shareholders and Buyer, as the case may be. The
Blocker Corp. Shareholders, the Company and their respective accountants, shall
each make readily available to the Accounting Expert all relevant work papers
and books and records relating to the Blocker Corps. The Accounting Expert shall
make a determination as soon as practicable but in any event within thirty (30)
days (or such other time as the parties hereto shall agree in writing) after its
engagement, and its resolution of the dispute and its adjustments to the BA
Blocker Corp. Tax Amount or the Allied Block Corp. Tax Amount shall be
conclusive and binding upon the parties hereto. Within five (5) days of the
determination of the BA Blocker Corp. Tax Amount or the Allied Blocker Corp. Tax
Amount, Buyer or the Company on the one hand, or Allied Blocker Corp.
Shareholders or Buyer on the other hand, as the case may be, shall pay to the
other any difference between such amount and the BA Blocker Corp. Tax Amount or
the Allied Blocker Corp. Tax Amount used to effectuate Closing, if any. Any
payment pursuant to this Section 1.4(b) shall be by wire transfer or delivery of
other immediately available funds as directed by the Buyer or the Company or
Allied Blocker Corp. Shareholders, as the case may be. The BA Blocker Corp.
Shareholders shall immediately reimburse the Company for the portion of any
payment in respect of the BA Blocker Corp. Tax Amount made by the Company which
is not the responsibility of the Company pursuant to the Company LLC Agreement
and the Company shall immediately distribute to the BA Blocker Corp.
Shareholders the portion of any payment received by the Company in respect of
the BA Blocker Corp. Tax Amount previously reimbursed to the Company by the BA
Blocker Corp. Shareholders.

1.5 Pre-Closing Escrow Shares; Registration Rights Agreement.

(a) Simultaneously with the execution and delivery of this Agreement, Buyer
shall deliver to the Pre-Closing Escrow Agent a certificate or certificates
representing 770,000 shares of Class A Common Stock (the "Pre-Closing Escrow
Shares"). The Pre-Closing Escrow Agent shall hold and disburse the Pre-

A-6

Closing Escrow Shares under the terms of an escrow agreement (the "Pre-Closing
Escrow Agreement") in the form previously agreed upon by the parties, which is
being executed and delivered by Buyer, the Company, the Sellers' Representatives
on behalf of Sellers, and the Pre-Closing Escrow Agent simultaneously with the
execution and delivery of this Agreement.

(b) Simultaneously with the execution and delivery of this Agreement,
Buyer, the Company and Sellers, are executing and delivering a registration
rights agreement in connection with the Pre-Closing Escrow Shares, Merger
Shares, Stock Consideration and Warrant Shares (the "Registration Rights
Agreement"), in the form previously agreed upon by the parties.

1.6 Escrow Agreement. Buyer and Sellers' Representatives covenant to
enter at the Closing into an escrow agreement substantially in the form of
Exhibit 1.6 hereto (the "Escrow Agreement"). At the Closing, Buyer shall deliver
on behalf of Sellers to the Escrow Agent certificates representing (i) the
number of the Merger Shares that are otherwise to be delivered to the Blocker
Corp. Shareholders pursuant to this Agreement, and (ii) the number of shares of
the Stock Consideration otherwise to be delivered to the Members pursuant to
this Agreement, along with executed in blank stock transfers for each
certificate, equal in aggregate Market Value to Five Million Dollars
($5,000,000) less the Escrow Amount, if any (collectively, the "Escrow Shares"),
such Escrow Shares to be withheld from the Merger Shares and Stock Consideration
otherwise deliverable to each of the Blocker Corp. Shareholders and Members in
the relative amounts and in the class set forth in Schedule 1. In addition, at
the Closing the Buyer shall pay to the Escrow Agent by wire transfer of
immediately available funds an amount, if any, determined by the Sellers'
Representatives which shall be less than or equal to Five Million Dollars
($5,000,000) (the "Escrow Amount"). The Escrow Amount shall be withheld from the
Cash Consideration otherwise deliverable to the Members in accordance with their
respective Cash Percentage.

ARTICLE 2

APPLICATION TO AND CONSENT BY COMMISSION

2.1 Commission Consent. Consummation of the purchase and sale provided
for herein and the performance of the obligations of the parties hereto to close
under this Agreement are subject to the condition that the Commission shall have
issued its Final Order (as hereinafter defined).

2.2 Application for Commission Consent. Within ten business days after
the execution of this Agreement, the Companies and the Buyer shall jointly file
with the FCC applications for transfer of control of the License Subsidiaries
from the Sellers to the Buyer (the "Transfer of Control Applications"). The
costs of the FCC filing fees in connection with the Transfer of Control
Applications shall be divided equally between the Company and the Buyer. The
Sellers, the Companies and the Buyer shall thereafter prosecute the Transfer of
Control Applications with all reasonable diligence and otherwise use their
commercially reasonable efforts to obtain the grant of the Transfer of Control
Applications as expeditiously as practicable (but neither the Sellers nor the
Buyer shall have any obligation to satisfy complaints of the FCC by taking any
steps which would have a material adverse effect upon the Buyer, the Sellers, or
the Stations). If the FCC imposes any condition on any party to the Transfer of
Control Applications, such party shall use commercially reasonable efforts to
comply with such condition; provided, however, that no such party shall be
required hereunder to comply with any condition that would have a material
adverse effect upon the Buyer, the Sellers or the Stations. Notwithstanding the
foregoing sentence, Buyer agrees to divest any media interest which it acquires
or agrees to acquire after the date of this Agreement if necessary to obtain FCC
approval of the Transfer of Control Applications. The Sellers, the Companies and
the Buyer shall jointly oppose any petitions to deny or other objections to FCC
grant of any Transfer of Control Applications, and any requests for
reconsideration or judicial review of FCC approval of the Transfer of Control
Applications and shall jointly request from the FCC an extension of the
effective period of FCC approval of the Transfer of Control Applications if the
Closing shall not have occurred prior to the expiration of the original
effective period of the FCC consent to the Transfer of Control Applications.

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2.3 Absence of Commission Consent. This Agreement, prior to the Closing,
may be terminated by the Sellers' Representatives, on behalf of the Seller
Parties, on the one hand, or Buyer, on behalf of the Buyer Parties, on the other
hand, upon written notice to the other(s), if the Initial Order is not issued or
the Initial Order has not become a Final Order within twelve (12) months after
the date hereof, or if the FCC issues an order (a "Denial Order") denying the
Transfer of Control Applications; provided, however, that neither the Sellers'
Representatives nor Buyer, as the case may be, may terminate this Agreement if
any of the Sellers (in the case of a termination by the Sellers'
Representatives) or the Buyer Parties (in the case of a termination by the
Buyer) is in material default or breach under this Agreement, or if a delay in
any decision or determination by the Commission respecting the Transfer of
Control Applications has been caused or materially contributed to (i) by any
failure of Sellers or Buyer, as the case may be, to furnish, file or make
available to the Commission information within its respective control or, with
respect to Sellers, failure to cause the Companies to provide such information;
(ii) by the willful furnishing by any of the Seller Parties or Buyer Parties, as
the case may be, of incorrect, inaccurate or incomplete information to the
Commission; (iii) in the case of an attempt to terminate this Agreement by
Buyer, by the acquisition or agreement to acquire or programming after the date
of this Agreement by Buyer of any media interest (including the right to program
a broadcast station), the possession of which, along with the ownership of any
of the Stations, violates the FCC's media ownership rules or policies; or (iv)
by any other action taken by any of the Seller Parties or Buyer Parties, as the
case may be, for the purpose of delaying the Commission's decision or
determination respecting the Transfer of Control Applications.

2.4 Definition of Final Order. For purposes of this Agreement, the term
"Final Order" shall mean an order of the Commission which is not reversed,
stayed, enjoined or set aside, and with respect to which no timely request for
stay, reconsideration, review, rehearing or notice of appeal or determination to
reconsider or review is pending, and as to which the time for filing any such
request, petition or notice of appeal or for review by the Commission or a court
with jurisdiction over such matters, and for any reconsideration, stay or
setting aside by the Commission or court on its own motion or initiative, has
expired.

2.5 Effect of Termination. No termination under this Article 2 shall
affect any rights or obligations under this Agreement arising by reason of any
breach or default by any party under this Agreement prior to such termination or
any remedy to which any party hereto may be entitled by reason of such breach or
termination, each of which shall survive such termination.

ARTICLE 3

CLOSING; DELIVERIES

3.1 Closing. The Closing under this Agreement (the "Closing") shall take
place at the offices of Jones, Day, Reavis & Pogue, 3500 SunTrust Plaza, 303
Peachtree Street, Atlanta, Georgia 30308-3242, commencing at 10:00 a.m., Eastern
Time, on the later of (i) the tenth (10th) business day after the Initial Order
shall have become a Final Order, or (ii) the tenth (10th) business day following
the obtaining of the approval required under the HSR Act, or the termination or
expiration of the waiting period in respect thereof or (iii) the third (3rd)
business day following receipt of the Requisite Buyer Vote or such other date,
place or time as the Buyer and the Sellers' Representatives may mutually agree
upon in writing. The date of the Closing is herein called the "Closing Date".
All proceedings to be taken and all documents to be executed and delivered by
the parties at the Closing shall be deemed to have been taken and executed
simultaneously and no proceedings shall be deemed taken nor any documents
executed or delivered until all have been taken, executed and delivered.

3.2 Deliveries by Seller Parties. At the Closing, the Seller Parties
shall deliver to Buyer:

(a) certificates representing all of the shares of the issued and
outstanding capital stock of each Blocker Corp.;

(b) Membership Assignments, duly executed by the Members in respect of all
the Membership Interests;

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(c) a certificate by an officer of each Blocker Corp., and by an officer,
partner or member of each Blocker Corp. Shareholder that is not a natural
person, stating that the execution, delivery and performance of this Agreement
and the Transaction Documents to which it is a party and the consummation of the
transactions contemplated hereby and thereby have been fully authorized by all
necessary corporate or other required action and a certificate of incumbency for
the officers of each Blocker Corp., and the officers, partners or members of
each Blocker Corp. Shareholder;

(d) a certificate by an officer, partner or member of each Member that is
not a natural person stating that the execution, delivery and performance of
this Agreement and the Transaction Documents to which it is a party and the
consummation of the transactions contemplated hereby and thereby have been fully
authorized by all necessary corporate or other required action, and a
certificate of incumbency for the officers, partners or members of such Member;

(e) a certificate by an officer or manager of the Company stating that the
execution, delivery and performance of this Agreement and the Transaction
Documents to which it is a party and the consummation of the transactions
contemplated hereby and thereby have been fully authorized by all necessary
limited liability company action and a certificate of incumbency for the
officers or managers of Company;

(f) the corporate minute book, stock ledger and all other original and
duplicate corporate records of each of the Blocker Corps.;

(g) all minutes and all other original and duplicate limited liability
company records of each of the Companies;

(h) a certified copy of the certificate of incorporation of each of the
Blocker Corps., including all amendments thereto, and of the certificates of
organization of each of the Companies, including all amendments thereto, each
dated within ten (10) days of the Closing Date;

(i) a copy of the bylaws of each of the Blocker Corps., including all
amendments thereto, certified by an officer of each such Blocker Corp., and
copies of the operating agreements of each of the Companies, including all
amendments thereto, certified by an officer or manager of each such respective
Company;

(j) certificates of good standing with respect to each of the Blocker
Corps. and each of the Companies, issued within ten (10) days of Closing by the
Secretary of State of the state of its incorporation or organization, as the
case may be, and any other jurisdiction in which any of Blocker Corps. and any
of the Companies are qualified to do business;

(k) the Escrow Agreement executed by the Sellers' Representatives;

(l) the certificates described in Section 4.1(b) hereof;

(m) opinion of special communications counsel for the Companies, in
substantially the form attached as Exhibit 3.2(m) hereto, dated as of the
Closing Date, addressed to Buyer;

(n) resignations of each director and officer of each of the Blocker Corps.
and each manager and/or officer of each of the Companies;

(o) cash, by wire transfer or other immediately available funds from the
Company and Allied Blocker Corp. Shareholders, respectively, in the amount of
the BA Blocker Corp. Tax Amount and the Allied Blocker Corp. Tax Amount,
respectively;

(p) the Certificate of Merger and Articles of Merger executed by BA Blocker
Corp. and Allied Blocker Corp., respectively;

(q) a bring-down Representation Letter executed by BA Blocker Corp. dated
as of the Closing Date;

(r) the Class B Shareholder Agreement executed by BACI; and

(s) all other documents required by the terms of this Agreement to be
delivered to Buyer at the Closing and such other evidence of the performance of
all covenants and satisfaction of all conditions

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required of any of the Seller Parties by this Agreement, at or prior to the
Closing, as Buyer or its counsel may reasonably require.

3.3 Deliveries by Buyer Parties. At the Closing, the Buyer Parties will
deliver to Sellers in the case of paragraph (a) below and to Sellers'
Representatives in all other cases:

(a) stock certificates representing the Merger Shares and Stock
Consideration (not including the Escrow Shares which shall be delivered in
accordance with Section 1.6) and the Closing Payments in cash by wire transfer
or delivery of other immediately available funds;

(b) satisfactory evidence of the Requisite Buyer Vote;

(c) copies of corporate resolutions of the Board of Directors of each of
the Buyer Parties authorizing the execution, delivery and performance of this
Agreement and the Transactions Documents to which they are a party and the
consummation of the transactions contemplated hereby and thereby, certified by
an officer of each of the Buyer Parties and a certificate of incumbency for
officers of each of the Buyer Parties;

(d) Warrants in favor of each of the Sellers listed on Schedule 1 executed
by the Buyer;

(e) the Escrow Agreement executed by the Buyer;

(f) the certificate of an officer of the Buyer Parties described in Section
4.2(b) hereof;

(g) an opinion of special communications counsel for Buyer, in
substantially the form attached as Exhibit 3.3(g) hereto, dated as of the
Closing Date, addressed to Sellers' Representatives for the benefit of the
Sellers;

(h) the Certificate of Merger and Articles of Merger executed by BA
Acquisition Corp., and AA Acquisition Corp., respectively;

(i) a certified copy of the Certificate or Articles of Incorporation of
each of the Buyer Parties, including all amendments thereto, dated within ten
(10) days of the Closing Date;

(j) certificates of good standing with respect to each of the Buyer Parties
issued within ten (10) days of the Closing by the Secretary of State of the
State of their incorporation;

(k) Bring-down Representation Letters executed by the Buyer Parties dated
as of the Closing Date;

(l) an opinion of counsel for Buyer in customary form as to the
authorization and enforceability of this Agreement and the Transaction
Documents, addressed to the Sellers' Representatives for the benefit of the
Sellers;

(m) the Class B Shareholder Agreement executed by Buyer; and

(n) all other documents required by the terms of this Agreement to be
delivered to the Sellers' Representatives at the Closing and such other evidence
of performance of all the covenants and satisfaction of all of the conditions
required of the Buyer Parties by this Agreement at or before the Closing as the
Sellers' Representatives or their counsel may reasonably require.

3.4 Further Assurances. At any time and from time to time after the
Closing, and without further consideration, each party shall cooperate and take
such actions, and execute such other documents, as may be reasonably requested
by another party in order to more effectively transfer the Shares and Membership
Interests, to put Buyer in actual possession and operating control, directly or
indirectly of the Companies, to issue the Merger Shares and Stock Consideration
to the Sellers, and to otherwise carry out the provisions and purposes of this
Agreement.

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ARTICLE 4

CLOSING CONDITIONS

4.1 Conditions Precedent to the Obligations of the Buyer Parties. The
obligations of the Buyer Parties under this Agreement to consummate the
transactions contemplated hereby are subject to the satisfaction at or prior to
Closing of each of the following conditions all of which may be waived, in whole
or in part, by Buyer for purposes of consummating such transactions, but without
prejudice to any other right or remedy which Buyer may have hereunder as a
result of any misrepresentation by or breach of any covenant or warranty of
Seller Parties contained herein or any other certificate or instrument furnished
by or on behalf of any of the Seller Parties hereunder:

(a) the representations and warranties made by each of the Seller Parties
in this Agreement, any schedules and exhibits hereto and/or any certificates
delivered in connection with this Agreement shall be true and correct when made,
and shall also be true and correct at the time of Closing, with the same force
and effect as though such representations and warranties were made at that time;
provided, that for this purpose all qualifications and exceptions contained in
such representations and warranties relating to materiality or any similar
standard or qualification shall be disregarded; provided further, however, that
notwithstanding the foregoing, this condition shall be deemed to be satisfied if
all breaches of such representations and warranties without giving effect to the
provision indicated above could not reasonably be expected to have, individually
or in the aggregate, a Company Material Adverse Effect;

(b) each covenant, agreement and obligation required by the terms of this
Agreement to be complied with and performed by the Seller Parties, at or prior
to the Closing shall have been duly and properly complied with and performed in
all material respects including, without limitation, the execution and delivery
of all of the documents described in Article 3 hereof, and the Sellers'
Representatives shall deliver to Buyer a certificate dated as of the Closing
Date certifying to the fulfillment of this condition and the condition set forth
in Section 4.1(a) hereof;

(c) the Initial Order shall have been issued and become a Final Order and
the execution and the delivery of this Agreement and the consummation of the
transactions contemplated hereby shall have been approved by all regulatory
authorities whose approvals are required by law, including without limitation
all approvals or expiration or early termination of any waiting period required
under the HSR Act;

(d) Buyer shall have received a bring-down opinion from its counsel to the
effect that the BA Merger will qualify as a reorganization pursuant to Section
368(a) of the Code, which opinion shall be in customary form reasonably
acceptable to Buyer;

(e) this Agreement, the issuance of the Merger Shares, Stock Consideration,
Warrants and Warrant Shares, and the transactions contemplated hereby shall have
received the Legally Required Shareholder Vote and shall have been approved by
the affirmative vote of a majority of the votes actually cast by those holders
of shares of Class A Common Stock and Class C Common Stock (excluding any Seller
or any Affiliates of any Seller to the extent such Persons hold Class A Common
Stock or Class C Common Stock), voting together as a single class in accordance
with the provisions of Buyer's Articles of Incorporation, at a meeting of
Buyer's shareholders held for such purpose at which a quorum is present (the
latter approval, together with the Legally Required Shareholder Vote, being the
"Requisite Buyer Vote"); and

(f) the Buyer shall have closed and received funding in respect of the
Financing required to consummate the transactions provided for herein pursuant
to the Financing Letters, or such other financing or financings enabling the
Buyer Parties to consummate such transactions.

4.2 Conditions Precedent to the Obligations of the Seller Parties. The
obligations of the Seller Parties under this Agreement to consummate the
transactions contemplated hereby are, subject to the satisfaction at or prior to
Closing of each of the following conditions all or any of which may be waived,
in whole or part, by Seller Parties for purposes of consummating such
transactions, but without prejudice to any other right or remedy which Seller
Parties may have hereunder as a result of any misrepresentation by

A-11

or breach of any covenant or warranty of the Buyer Parties contained herein or
any other certificate or instrument furnished by the Buyer Parties hereunder:

(a) the representations and warranties made by the Buyer Parties contained
in this Agreement or any exhibits hereto or any certificates delivered in
connection with this Agreement shall be true and correct when made, and shall
also be true and correct at the time of the Closing, with the same force and
effect as though such representations and warranties were made at that time;
provided, that for this purpose all qualifications and exceptions contained in
such representations and warranties relating to materiality or any similar
standard or qualification shall be disregarded; provided further, however, that
notwithstanding the foregoing, this condition shall be deemed to be satisfied if
all breaches of such representations and warranties without giving effect to the
provision indicated above could not reasonably be expected to have, individually
or in the aggregate, a Buyer Material Adverse Effect;

(b) each covenant, agreement and obligation required by the terms of this
Agreement to be complied with and performed by the Buyer Parties, at or prior to
the Closing shall have been duly and properly complied with and performed in all
material respects including, without limitation, the execution and delivery of
all of the documents described in Article 3 hereof, and an officer of Buyer
shall deliver to Seller Parties a certificate dated as of the Closing Date
certifying to the fulfillment of this condition and the condition set forth in
Section 4.2(a) hereof;

(d) The Merger Shares Registration Statement shall have been declared
effective by the SEC, and no stop order suspending effectiveness shall be in
effect and the Merger Shares, Stock Consideration and Warrant Shares shall have
been approved for listing upon notice of issuance by Nasdaq;

(e) BACI shall have received a bring-down opinion from its tax counsel that
the BA Merger will qualify as a reorganization pursuant to Section 368(a) of the
Code, which opinion shall be in customary form reasonably acceptable to BACI;

(f) this Agreement, the issuance of Merger Shares, Stock Consideration,
Warrants and Warrant Shares and the transactions contemplated hereby shall have
been approved by the Requisite Buyer Vote;

(g) [intentionally deleted]; and

(h) Sellers' Representatives shall have received evidence reasonably
satisfactory to them that all shareholder class action litigation relating to
Buyer's restatement of certain revenues and expenses for the first, second and
third quarters of fiscal year 1999 have been settled (or the Buyer has a binding
agreement from the plaintiffs in that regard and such binding agreement shall
not have been withdrawn or terminated by the Buyer and shall have been approved
by a final order of the relevant court) or are otherwise no longer pending, and
the terms of any such settlement shall be reasonably satisfactory to the
Sellers' Representatives; provided, that settlement terms consisting of (i)
Buyer's payment of all preexisting insurance proceeds available to it plus cash
and shares of Class A Common Stock of no more than the settlement amounts shown
on Schedule 4.2 and (ii) Buyer's assumption of such non-monetary obligations
that, in the aggregate, would not have a Buyer Material Adverse Effect shall be
deemed satisfactory to the Sellers' Representatives.

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ARTICLE 5

REPRESENTATIONS AND WARRANTIES OF SELLERS AND ENTITIES

The Sellers and Entities, severally, hereby make each of the following
representations and warranties to and for the benefit of the Buyer Parties as
follows:

5.1 Organization and Ownership Structure of the Companies; Standing and
Qualification.

(a) Each of the Companies is a limited liability company, validly existing
and in good standing under the laws of the jurisdiction of its respective
formation. Sellers have delivered to Buyer true, correct and complete copies of
the Certificate of Organization and the limited liability company agreements of
each of the Companies. Each of the Companies is duly qualified to transact
business and is in good standing in each jurisdiction where the character of its
respective properties owned or held under lease or the nature of its respective
activities makes such qualifications necessary, which jurisdictions are also
listed on Schedule 5.1(a), except where failure to be so qualified, individually
or in the aggregate, would not have a Company Material Adverse Effect. Each of
the Companies has the power and authority to own, lease and operate its assets
and to carry on its business in the manner in which it was conducted immediately
prior to the date of this Agreement and to carry out the transactions
contemplated by this Agreement.

(b) Schedule 5.1(b) sets forth the total membership interest held, whether
reflected in units or otherwise, in each of the Companies issued and outstanding
and the name of each member and each member's ownership interest in each of the
Companies. All such membership interests are validly issued. The Members and
Blocker Corps. collectively own all of the title, rights and interest in and to
all membership interests of the Company. The Company owns all of the title,
rights and interest in all membership interests of Aurora Holding. Aurora
Holding owns all of the title, rights and interest in the membership interests
of each of the Operating Subsidiaries and the License Subsidiaries. Except as
set forth on Schedule 5.1(b), there are no outstanding commitments or plans by
any of the Companies, to issue any additional membership interest, to admit any
additional members, or to purchase or redeem any membership interest. There are
not outstanding any securities or obligations which are convertible into or
exchangeable for any beneficial title, rights or interest in the Company or any
of the Subsidiaries, other than any rights that are part of the Membership
Interests to be acquired by Buyer at Closing or are held by one of the Blocker
Corps. as part of its Membership Interest.

5.2 Absence of Equity Investments. Except as described in Section 5.1 and
Schedule 5.2 hereto for each of the Companies, the Companies do not, either
directly or indirectly, own of record or beneficially any shares or other equity
interests in any corporation, partnership, limited partnership, limited
liability company, joint venture, trust or other business entity.

5.3 Authorization; No Violation. The execution, delivery and performance
of this Agreement and the Transaction Documents to which it is a party have been
duly authorized by the Company. Each of this Agreement and the Transaction
Documents to which the Company is a party, constitutes a valid and binding
obligation of the Company, enforceable in accordance with its terms (except as
such enforceability may be limited by applicable bankruptcy, insolvency,
moratorium, reorganization or similar laws which affect the enforcement of
creditor's rights generally or by equitable principles relating to
enforceability). Except for the filing of the Transfer of Control Applications,
and the granting of the Initial Order and the Final Order in respect thereof,
and except as indicated in Schedule 5.3 hereto, the execution, delivery and
performance of this Agreement and the Transaction Documents to which the Company
is a party and the consummation of the transactions contemplated hereby and
thereby, will not (i) conflict with or violate any provision of the Certificate
of Organization or the limited liability company agreement of any of the
Companies, (ii) with or without the giving of notice or the passage of time, or
both, result in a breach of, or violate, or be in conflict with, or constitute a
default under, or permit the termination of, or cause or permit acceleration
under, any Material Contract to which any of the Companies is a party or to or
by which it is subject or bound, (iii) require the consent of any party to any
Material Contract to which any of the Companies is a party, (iv) result in the
creation or imposition of any Lien upon any of the assets of the Companies or
(v) violate any law, rule or regulation or any order, judgment, decree or award
of any

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court, governmental authority or arbitrator to or by which any of the Companies
is subject or bound. Except for consents contemplated by Article 2 and Section
12.12, no consent, approval or authorization of, or declaration, filing or
registration with, or notice to, any governmental or regulatory authority is
required to be obtained or made by the Company in connection with the execution,
delivery and performance of this Agreement or the Transaction Documents to which
the Company is a party or the consummation of the transactions contemplated
hereby and thereby.

5.4 Financial Statements.

(a) The Sellers have delivered to Buyer copies of the audited consolidated
balance sheets and related statements of income and cash flows of the Companies
as of, and for the fiscal years ended, December 31, 2000 and 1999, and the
unaudited consolidated balance sheets of the Companies and the related
statements of income as of, and for the nine-month period ended, September 30,
2001 (the "Financial Statements"). All of the Financial Statements have been
prepared in accordance with generally accepted accounting principles (except for
the absence of footnotes and normal and customary year-end adjustments for the
unaudited balance sheet and related statements of income and cash flows),
consistently applied and maintained throughout the periods indicated, and fairly
present in all material respects the financial condition of each of the
Companies as at their respective dates and the results of operations for the
periods covered thereby. Except as set forth on Schedule 5.4, none of the
Companies have any indebtedness for borrowed money or similar liabilities other
than liabilities under the Existing Aurora Credit Facilities.

(b) The revenue pacing reports for the Stations delivered to Buyer prior to
and after the execution of this Agreement are and shall be true and accurate in
all material respects.

5.5 Litigation. Except as set forth in Schedule 5.5 hereto, and except
for administrative rule making or other proceedings of general applicability to
the broadcast industry, there is no action, suit, proceeding, or arbitration, or
to the Knowledge of the Company, investigation pending by or against or
affecting any of the Companies. In the aggregate, all actions, suits,
proceedings, arbitration and investigations set forth on Schedule 5.5 hereto, if
determined adversely to the Company could not reasonably be expected to have a
Company Material Adverse Effect. There is not outstanding any order, writ,
injunction, award or decree of any court or arbitrator or any federal, state,
municipal or other governmental department, commission, board, agency or
instrumentality to which any of the Companies is subject or otherwise applicable
to the Business, except for immaterial orders, writs, injunctions, awards or
decrees, nor is any of them in default with respect to any such order, writ,
injunction, award or decree.

5.6 Compliance; Properties; Authorizations.

(a) Except as set forth in Schedule 5.6(a) hereto, each of the Companies
has complied in all material respects, with all laws, rules, regulations,
ordinances, orders, judgments and decrees applicable to each of the Companies in
respect of the Stations, any of the employees thereof, or any aspect of the
Stations' operations, including, without limitation, any laws, rules,
regulations, ordinances, codes, orders, judgments or decrees as to zoning,
building requirements or standards, hiring, employment, or environmental, health
and/or safety matters. Except as set forth on Schedule 5.6(a), none of the
Companies have violated in any material respect any applicable federal or state
law or regulation relating to labor or labor practices, including, without
limitation, the provisions of Title VII of the Civil Rights Act of 1964 (race,
color, religion, sex and national origin discrimination), 42 U.S.C. sec. 1981
(discrimination), 41 U.S.C. sec. 621-634 (the Age Discrimination in Employment
Act), 29 U.S.C. sec. 206 (equal pay), Executive Order 11246 (race, color,
religion, sex, and national origin discrimination), Executive Order 11141 (age
discrimination), sec. 503 of the Rehabilitation Act of 1973 (handicap
discrimination), 42 U.S.C. sec.sec. 12101-12213 (Americans with Disabilities
Act), 29 U.S.C. sec.sec. 2001-2654 (Family and Medical Leave Act), and 29 U.S.C.
sec.sec. 651-678 (occupational safety and health). Except as set forth on
Schedule 5.6(a), each of the Companies is, and as of the Closing Date will be,
in compliance in all material respects with all applicable requirements of the
Immigration and Nationality Act of 1952, as amended by the Immigration Reform
and Control Act of 1986 and the regulations promulgated thereunder. Except as
set forth on Schedule 5.6(a), the Companies have conducted and are conducting
the business of the Stations in compliance with all federal and state antitrust
and trade regulation laws, statutes, rules and regulations,

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including without limitation, the Sherman Act, the Clayton Act, the Robinson
Patman Act, the Federal Trade Commission Act, state law patterned after any of
the above, all laws forbidding price-fixing, collusion, or bid-rigging, and
rules and regulations issued pursuant to authority set forth in any of the
above. In the aggregate, all items set forth on Schedule 5.6(a) hereto do not
and will not have a Company Material Adverse Effect.

(b) License Subsidiaries are collectively the holder of all right, title,
interest in and to all licenses, permits, approvals, construction permits and
authorizations issued or granted by the FCC for the operation of, or used in
connection with or necessary or useful for the operation of the Stations and any
and all auxiliary and/or supportive transmitting and/or receiving facilities,
boosters and repeaters (the "Seller Commission Authorizations"), for each of the
Stations. All Seller Commission Authorizations held by the License Subsidiaries
and the corresponding call letters for each of the Stations are listed on
Schedule 5.6(b). The Seller Commission Authorizations are in full force and
effect. To the Knowledge of the Company, there is not pending any action by or
before the FCC to revoke, suspend, cancel, rescind or adversely modify any of
the Seller Commission Authorizations (other than proceedings to amend FCC rules
of general applicability or in respect of immaterial Seller Commission
Authorizations), and there is not now issued or outstanding, by or before the
FCC, any order to show cause, notice of violation, notice of apparent liability,
or notice of forfeiture against any of the Companies with respect to any of the
Stations. The Stations are operating in compliance in all material respects with
the Seller Commission Authorizations, the Communications Act, and the rules,
regulations and policies of the FCC including the FCC's guidelines regarding RF
radiation. All FCC regulatory fees for the Stations have been paid, and all
broadcast towers from which the Stations operate have been duly registered with
the FCC. Other than as permitted by the Commission's rules, the Stations are not
shortspaced to any present or proposed broadcast Stations or frequency/channel
allotment. The Stations are neither causing, nor receiving, any interference
which the FCC would deem to be objectionable.

(c) In addition to the Seller Commission Authorizations, each of the
Companies possesses all material licenses, permits, approvals and other
authorizations of any Governmental Authority required by such Company in the
conduct of its business. Except as identified in Schedule 5.6(c), no
application, action or proceeding is pending for the renewal or modification of
any such licenses, permits, approvals or authorizations (other than the Seller
Commission Authorizations), and no application, action or proceeding is pending
or, to the Company's Knowledge, threatened that may result in the denial of the
application for renewal, the revocation, modification, non-renewal or suspension
of any of such licenses, permits, approvals or authorizations, the issuance of a
cease-and-desist order, or the imposition of any administrative or judicial
sanction, and, to the Company's Knowledge, there is no basis for any such
denial, revocation, modification, non-renewal or suspension of any such order or
sanction.

5.7 Assets.

(a) Schedule 5.7(a) contains a list and brief description of all real
properties owned (the "Owned Real Property") or leased, including any subleases,
(the "Leased Real Property") by the Companies, including all material structures
located on the Owned Real Property and the Leased Real Property and any other
interest in any real property, including, but not limited to any easements,
variances, air rights and all security deposits in respect of the foregoing
(together with the Owned Real Property and the Leased Real Property being
collectively referred to herein as the "Real Property"). All improvements on the
Owned Real Property are built in accordance in all material respects with all
applicable laws, ordinances, regulations and orders, including, those applicable
to zoning. No law, ordinance, regulation, order, restriction or agreement,
including any zoning law, restricts the present use of any Real Property, or to
the Knowledge of the Company, any planned expansion or alteration of or addition
to the structures located on the Real Property, except in immaterial respects.
Except as disclosed on Schedule 5.7(a), the sale of the Shares and Membership
Interests will not adversely affect any of the Companies' right to use the Real
Property for the same purpose and to the same extent as they were being used by
the Companies prior to the date of this Agreement.

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(b) Schedule 5.7(b) reflects a value summary of certain assets from the
time of acquisition by the Company and lists the Company's significant capital
expenditures for certain Stations since their acquisition.

(c) Each of the Companies has good and marketable title to all of the
assets and Owned Real Property which it owns or uses or purports to own or use
(the "Assets"), subject only to (i) Liens reflected on Schedule 5.7(c), (ii)
Liens for Taxes or other governmental charges not yet due and payable, or (iii)
inchoate materialmen's, mechanics, carriers, workmen's and repairmen's Liens
arising in the ordinary course of business and not yet due and payable or the
payment of which is being contested in good faith by appropriate proceedings
(the "Permitted Liens"). The Assets, taken as a whole, are in good operating
condition and repair, are suitable for the purpose used and are adequate and
sufficient for the operations of the Stations (except for routine maintenance
and repair). Except as set forth on Schedule 5.7(c), each of the Companies
enjoys peaceful possession of all its Real Property.

5.8 Contracts.

(a) Schedule 5.8(a) lists all contracts, agreements, licenses and leases,
including, without limitation, all program licenses and agreements and contracts
to broadcast product or programs on the Stations to which any of the Companies
is a party or bound by as of the date hereof (the "Contracts") but excluding (A)
purchase orders for necessary supplies or services for cash made in the ordinary
course of business (on customary terms and conditions and consistent with past
practice) involving payments or receipts of less than $25,000 in any single case
or series of related orders, (B) contracts entered into in the ordinary course
of business on customary terms and conditions and involving payments or receipts
during the entire life of such contracts of less than $25,000 in the case of any
single contract and (C) time sales contracts.

(b) Schedule 5.8(b) lists all guarantees, loan agreements, indentures,
mortgages and pledges, all conditional sale or title retention agreements,
security agreements, in each case to which any of the Companies is a party or by
which any of the Companies is bound.

(c) Schedule 5.8(c) lists all agency and representative agreements and all
agreements providing for the services of an independent contractor involving
payments during the entire life of the agreement of more than $10,000 to which
any of the Companies is a party or by which any of the Companies is bound as of
the date hereof.

True and complete copies of all contracts, agreements, plans, arrangements,
commitments and documents required to be listed pursuant to this Section 5.8 (to
the extent in writing or if not in writing, an accurate summary thereof),
together with any and all amendments thereto, have been delivered to Buyer
(together with all such contracts entered into after the date hereof,
collectively, the "Material Contracts"). All of the Material Contracts are in
full force and effect (other than those which have been fully performed). There
is not under any Material Contract any existing default by any of the Companies,
or to the Knowledge of the Company, any other party thereto, or event which,
after notice or lapse of time, or both, would constitute a default (other than
immaterial defaults) or result in a right to accelerate or loss of rights (other
than immaterial rights). Except as set forth in Schedules 5.8(a)-5.8(c) hereto,
none of the Companies is a party to any agreement, contract or commitment
outside the ordinary course of business which obligates it or may obligate it in
the future to provide advertising time on the Stations on or after the Closing
Date as a result of the failure of the Stations to satisfy specified ratings or
any other performance criteria, guarantee or similar representation or warranty.

5.9 Accounts Receivable. Schedule 5.9 lists all accounts receivable of
all of the Companies, together with an aging thereof as of September 30, 2001.
All accounts receivable of the Companies that are reflected on Schedule 5.9 or
on the accounting records of any of the Companies as of the Closing Date (the
"Receivables") represent and will represent valid obligations arising from sales
actually made in the ordinary course of the business of the Companies.

5.10 Insurance. Schedule 5.10 lists all insurance policies maintained by
or on behalf of each of the Companies on the date hereof, all of which policies
are in full force and effect and all of which policies shall be maintained in
full force and effect through the Closing. Except as set forth in Schedule 5.10,
there

A-16

are no pending claims in excess of $10,000 against such insurance policies as to
which the insurers have denied liability and there exist no claims in excess of
$10,000 that have not been properly or timely submitted by any of the Companies
to the related insurer.

5.11 Absence of Changes or Events since Balance Sheet Date. Except as set
forth in Schedule 5.11 hereto, since December 31, 2000 the Companies have
conducted their respective businesses in all material aspects in the ordinary
course consistent with past practices. Without limiting the foregoing, since
such date, none of the Companies has:

(i) incurred any obligation or liability, absolute, accrued,
contingent or otherwise, whether due or to become due, except current
liabilities for trade or business obligations incurred in the ordinary
course of business and consistent with its prior practice or under the
terms of the Existing Aurora Credit Facilities;

(ii) changed the outstanding and issued membership interests in any of
the Companies; granted any option or other right to acquire any membership
interest in any of the Companies; declared, set aside or paid any dividend
(whether in cash, securities or other property) or other distribution or
payment in respect of any membership interests in any of the Companies
(other than to the extent payable solely to the Company);

(iii) sold, transferred, leased to others or otherwise disposed of,
including damage, destruction, or loss of, any of assets which had a book
value at the time of the disposition of $50,000 or more, but no more than
$200,000 for all dispositions;

(iv) accepted any prepayment for the sale of air time or canceled or
compromised any material debt or claim, or waived or released any material
right of value or collected or compromised any accounts receivable other
than in the ordinary course of business consistent with past practice;

(v) received any written notice of actual or threatened termination of
any Material Contract, or suffered any damage, destruction or loss (whether
or not covered by insurance), which is material to the Condition of the
Company;

(vi) had any material change in its relations with its employees,
agents, landlords, advertisers, customers or suppliers or any governmental
regulatory authority or self-regulatory authorities;

(vii) made any change or changes (other than in the ordinary course of
business, consistent with past practice or according to the existing terms
of an employment agreement) in the rate of compensation, commission, bonus
or other direct or indirect remuneration payable, conditionally or
otherwise, and whether as bonus, extra compensation, pension or severance
or vacation pay or otherwise, to any director, officer, employee, salesman,
distributor or agent;

(viii) made any capital expenditures or capital additions or
betterment in respect of any individual Station in excess of an aggregate
of $300,000;

(ix) instituted, settled or agreed to settle (other than involving
immaterial cash settlements) any litigation, action or proceeding before
any court or governmental body;

(x) changed its accounting practices, methods or principles used other
than as required by GAAP; or

(xi) entered into any agreement or made any commitment to take any of
the types of actions described in any of subsections (i) through (x) above.

5.12 Intangibles. The Companies own or possess all rights necessary to
use the call letters set forth for each Station on Schedule 5.6(b), together
with all copyrights, trademarks, trade names, logos, jingles, service marks and
other proprietary rights and intangibles and any goodwill associated therewith
currently used in connection with the operation of the Stations as presently
operated. To the Knowledge of the Company, there is no infringement or unlawful,
unauthorized or conflicting use of any of the foregoing, or of the use of any
call letters, slogan or logo by any broadcast stations in the areas served by
the Stations

A-17

which may be confusingly similar to any of the call letters, slogans and logos
currently used by the Stations. None of the Companies are infringing upon or
violating the rights of others in any material respect, nor have any of the
Companies received notice that any of the Companies are infringing upon,
violating or otherwise acting adversely to any copyrights, trademarks, trademark
rights, service marks, service mark rights, trade names, service names, call
letters, logos, jingles, licenses or any other proprietary rights owned or used
by any other Person. Schedule 5.12 lists all trademarks, trademark
registrations, and applications therefor, service marks, service mark
registrations, and applications therefor, trade names, patents and patent
applications, copyright registrations, and applications therefor, all universal
resource locators ("URLs"), domain names, names of web sites, wholly or
partially owned, held or used by any of the Companies.

5.13 Environmental Matters.

(a) Except as set forth in Schedule 5.13 hereto, (i) to the Knowledge of
the Company no Hazardous Substance (as hereinafter defined) has been stored (in
a manner requiring correction or remediation action under or pursuant to
environmental laws, rules, ordinances or regulations), treated, released,
disposed of or discharged on, about, from or affecting any of the Real Property,
(ii) there is not presently and has never been an underground storage tank on
any of the Real Property, and (iii) none of the Companies have any liability
which is based upon or related to the environmental conditions under or about
any of the Real Property. The Companies have all material permits required by
environmental laws, rules, ordinances and regulations necessary for their
operation and have complied with all environmental, health and safety laws
applicable to the Real Property except for such instances of non-compliance
which are immaterial in nature and effect. The term "Hazardous Substance" as
used in this Agreement shall include, without limitation, oil and other
petroleum products, explosives, radioactive materials and related and similar
materials, and any other substance or material defined as a hazardous, toxic or
polluting substance or material by any federal, state or local law, ordinance,
rule or regulation, including asbestos and asbestos-containing materials.

(b) Except as set forth in Schedule 5.13, none of the Companies has (i)
given any report or notice to any governmental agency or authority involving the
use, management, handling, transport, treatment, generation, storage, spill,
escape, seepage, leakage, spillage, emission, release, discharge, remediation or
clean-up of any Hazardous Substance on or about any of the Real Property or
caused by any of the Companies or any affiliate thereof (a "Hazardous
Discharge"), or (ii) received any complaint, order, citation or notice with
regard to a Hazardous Substance or any other environmental, health or safety
matter affecting any of the Real Property (an "Environmental Complaint"), under
the federal Comprehensive Environmental Response, Compensation and Liability Act
("CERCLA") or under any other federal, state or local law, ordinance, rule or
regulation.

5.14 Employee Benefits.

(a) Schedule 5.14(a) lists (i) the names, positions and annual base salary
rates for all employees whose annual base salary exceeded $40,000 as of
September 30, 2001; (ii) any pension, retirement, profit-sharing, deferred
compensation, stock option, employee stock ownership, severance pay, vacation,
bonus or other incentive plan; any medical, vision, dental or other health plan;
any life insurance plan or any other employee benefit plan or fringe benefit
plan; any other material commitment, payroll practice or method of contribution
or compensation (whether arrived at through collective bargaining or otherwise),
whether formal or informal, whether funded or unfunded including, without
limitation, any "employee benefit plan," as that term is defined in Section 3(3)
of ERISA that is currently or has previously been adopted, maintained, sponsored
in whole or in part, or contributed to by any of the Companies or an ERISA
Affiliate, for the benefit of, providing any remuneration or benefits to, or
covering any current or former employee or retiree, any dependent, spouse or
other family member or beneficiary of such employee or retiree, or any director,
independent contractor, Member, officer or consultant of any of the Companies,
or under (or in connection with) which any of the Companies or an ERISA
Affiliate has any contingent or noncontingent liability of any kind, whether or
not probable of assertion (collectively, the "Company Benefit Plans"). Any of
the Company Benefit Plans that is an "employee pension benefit plan," as defined

A-18

in Section 3(2) of ERISA or an "employee welfare benefit plan" as defined in
Section 3(1) of ERISA, is referred to herein as an "ERISA Plan." To the extent
that any of the Company Benefit Plans have been reduced to writing, copies
thereof have been supplied or made available to the Buyer. In the case of any
Company Benefit Plan that is not in written form, the Buyer has been provided
with an accurate description of such Company Benefit Plan as in effect on the
date hereof. Buyer has been provided with true and correct copies of each of the
following items (to the extent that the item is applicable to the particular
Company Benefit Plan): (i) the Form 5500 filed for the most recent plan year for
which a Form 5500 has been filed prior to the date hereof, including without
limitation all schedules thereto and financial statements with attached opinions
of independent accountants; (ii) the most recent determination letter from the
Internal Revenue Service; (iii) all trust agreements; and (iv) all insurance
contracts.

(b) No Company either contributes or is required to contribute to any
multiemployer plan, as defined in Section 414(f) of the Code and Section
4001(a)(3) of ERISA. No Company Benefit Plan is subject to Title IV of ERISA and
no Company has at any time during the seven year period ending on the date of
this Agreement maintained or contributed to, any defined benefit plan covered by
Title IV of ERISA, or incurred any liability during such period under Title IV
of ERISA, the transactions contemplated by this Agreement will not subject any
Company to liability under Title IV of ERISA, and no Company has any liability
under Title IV of ERISA. Each Company Benefit Plan which is intended to be
qualified under Section 401(a) of the Code is so qualified, and each related
trust is exempt from taxation under Section 501(a) of the Code.

(c) Except as set forth on Schedule 5.14(c), there is no plan or commitment
to create any Company Benefit Plan or to modify or change any Company Benefit
Plan (other than renewals in the ordinary course of business).

(d) Each of the Company Benefit Plans has been operated and administered in
all material respects in accordance with its terms and applicable law. No
governmental agency having jurisdiction with respect to a Company Benefit Plan
has issued a written notice questioning or challenging the compliance of the
Company Benefit Plan with any applicable law. There is no material liability
under ERISA or otherwise with respect to any Company Benefit Plan other than for
the payment or provision of the benefits due thereunder in accordance with its
terms, which has been incurred or, based upon such facts as exist on the date
hereof, may reasonably be expected to be incurred.

(e) Except as set forth on Schedule 5.14(e), no amounts payable under the
Company Benefit Plans will fail to be deductible for federal income tax purposes
by virtue of Section 280G of the Code. Except as set forth on Schedule 5.14(e),
the consummation of the transactions contemplated by this Agreement will not,
either alone or in combination with another event, (i) entitle any current or
former employee or officer of any Company of any ERISA Affiliate to severance
pay, unemployment compensation or any other payment, except as expressly
provided in this Agreement, or (ii) accelerate the time of payment or vesting,
or increase the amount of compensation due any such employee or officer.

(f) Except as set forth in Section 5.14(f), there are no unresolved claims
or disputes under the terms of, or in connection with, the Company Benefit Plans
(other than routine undisputed claims for benefits under the Company Benefit
Plans or other immaterial claims or disputes), and no action, legal or
otherwise, has been commenced with respect to any claim (including claims for
benefits under Company Benefit Plans). To the Knowledge of the Company, no facts
exist which could give rise to any actions, audits, suits or claims (other than
in the ordinary course).

(g) Neither the Companies nor any ERISA Affiliate, have maintained, and
none now maintains, a Benefit Plan providing welfare benefits (as described in
Section 3(1) of ERISA) to employees after retirement or other separation of
service, except to the extent required under Part 6 of Title I of ERISA and
Section 4980B of the Code.

(h) None of the assets of any Company Benefit Plan is invested in employer
securities.

A-19

(i) There have been no non-exempt "prohibited transactions" (as described
in Section 406 of ERISA or Section 4975 of the Code) with respect to any Company
Benefit Plan and none of the Companies has engaged in any non-exempt prohibited
transaction.

(j) There have been no acts or omissions by any Company or any ERISA
Affiliate that have given rise to or may give rise to fines, penalties, taxes or
related charges under Section 502 of ERISA or Chapter 43 or 47 of the Code for
which any Company may be liable.

(k) Adequate accruals for all obligations under the Company Benefit Plans
are reflected in the Financial Statements of the Companies and such obligations
include or will include a pro rata amount of the contributions which would
otherwise have been made in accordance with past practices and applicable law
for the plan years which include the Closing Date. All obligations of the
Companies under each Company Benefit Plan (i) that are due prior to the Closing
Date have been paid or will be paid prior to that date, and (ii) that have
accrued prior to the Closing Date have been or will be paid or properly accrued
at that time.

(l) There has been no act or omission that would impair the ability of any
Company (or any successor thereto) to amend or terminate any Company Benefit
Plan in accordance with its terms and applicable law.

(m) No Company Benefit Plan is or at any time was funded through a "welfare
benefit fund," as defined in Section 419(e) of the Code, and no benefits under
any Company Benefit Plan are or at any time have been provided through a
"voluntary employees' beneficiary association" (within the meaning of Section
501(c)(9) of the Code) or a "supplemental unemployment benefit plan" (within the
meaning of Section 501(c)(17) of the Code).

5.15 Labor Matters. None of the Sellers knows of any efforts to organize
any employees of any Station, and no strike or labor dispute involving any
Station has occurred or, to the Company's Knowledge, is threatened. None of the
employees of any of the Companies is represented by any labor union nor are
there any collective bargaining agreements otherwise in effect with respect to
such employees.

5.16 Absence of Undisclosed Liabilities. None of the Companies have any
material debts, liabilities or obligations (whether absolute, accrued,
contingent or otherwise) relating to or arising out of any act, transaction,
circumstance or state of facts which has heretofore occurred or existed, due or
payable, other than liabilities (i) reflected or reserved against on the balance
sheet as of September 30, 2001, included in the Financial Statements; (ii) which
have arisen after September 30, 2001 in the ordinary course of business; (iii)
set forth on Schedule 5.16 hereto, none of which, individually or in the
aggregate, are material; (iv) for performance under executory contracts after
the date hereof; or (v) incurred in connection with the sale of the Company and
not in violation of the terms hereof.

5.17 Taxes.

(a) Except as set forth on Schedule 5.17, each of the Companies has been
taxed as a pass-through entity or a disregarded entity for federal, state and
local income tax purposes for all times, and therefore will have no liability
for any federal, state or local income taxes ("Income Taxes").

(b) With respect to all Taxes: (i) Each of the Companies has filed or
caused to be filed or shall file or cause to be filed on or prior to the Closing
Date, all Tax Returns related to such Taxes which are required to be filed by or
with respect to each of the Companies respectively on or prior to the Closing
Date (including applicable extensions); (ii) such Tax Returns are, or when
filed, will be, timely and complete and accurate; (iii) all such Taxes of the
Companies that have become due and are required to be paid by them through the
date hereof have been paid in full, and all deposits required by law to be made
by the Companies through the date hereof with respect to employees and other
withholding Taxes have been duly made; (iv) no deficiency for any Tax or claim
for additional Taxes has been proposed, asserted or assessed against any of the
Companies in writing and none of the Companies has granted any waiver of any
statute of limitations in respect of Taxes or agreed to any extension of time
with respect to Tax assessment or deficiency; (v) none of the Companies are a
party to any Tax allocation or sharing

A-20

agreement; and (vi) none of the Companies has any liability for the Taxes of any
person as a transferee or successor, by contract or otherwise.

5.18 Barter. Schedule 5.18 hereto sets forth as of the respective dates
set forth therein, all agreements and arrangements relating to each of the
Stations pursuant to which advertising is exchanged for goods and services for
which an obligation to broadcast advertising time valued at $5,000 or more per
individual agreement is outstanding and indicating the balances thereof (the
"Barter Agreements"). The Barter Agreements have been accounted for in the
Financial Statements consistent with GAAP in all material respects, including
EITF 99-17, Accounting for Advertising Barter Transactions and the barter
provisions of FASB Statement 63, Financial Reporting by Broadcasters.

5.19 Related Party Relationships. Except as set forth on Schedule 5.19
hereto, no member nor any affiliate of any member nor any officer or director of
any of the Companies possesses, directly or indirectly, any beneficial interests
in, or serves as a director, officer, member or employee of any corporation,
partnership, firm, association or business organization that is a client,
advertiser, lessor, lessee, or other contracting party with any of the
Companies.

5.20 Disclosure. The representations and warranties contained in this
Article 5 and the Schedules hereto do not contain any untrue statement of a
material fact or omit to state any material fact necessary in order to make the
statements herein or therein contained under the circumstances under which made,
not misleading.

5.21 Closing Expenses. Schedule 5.21 sets forth a description of all
fees and expenses incurred or to be incurred by the Sellers or the Companies in
connection with the transactions contemplated hereby which are in the nature of
legal, accounting, broker, investment advisor or other professional fees and
expenses, bonus or other compensation payments in respect of employment,
including the amounts paid or accrued in respect thereof as of the date hereof,
and to the extent Known by the Company an estimate of the amounts payable after
the date hereof, or if not known by the Company, the basis or method pursuant to
which such amounts will be calculated.

ARTICLE 6

REPRESENTATIONS AND WARRANTIES OF MEMBERS

Each Member, with respect to itself and not jointly with respect to any of
the other Members, hereby represents and warrants to and for the benefit of
Buyer as follows:

6.1 Title to Membership Interests. Such Member is the beneficial owner
of good and legal title to its respective Membership Interest indicated on
Schedule 5.1(b), free and clear of all Liens, except as set forth on Schedule
6.1 and the restrictions set forth in the Company LLC Agreement. At the Closing,
such Member shall sell to Buyer good and marketable title to its Membership
Interest, free and clear of all Liens.

6.2 Capacity, Power and Authority. Such Member, if a natural person, has
the capacity necessary to enter into this Agreement and to carry out the
transactions contemplated hereby. Such Member, if not a natural person,
possesses all requisite corporate, partnership or limited liability power and
authority necessary to enter into this Agreement and carry out the transactions
contemplated hereby. Such Member, if not a natural person, is duly organized,
validly existing and in good standing under the laws of its formation or
incorporation, respectively.

6.3 Authorization; No Violation. The execution, delivery and performance
of this Agreement and the Transaction Documents to which such Member is a party
have been duly authorized by such Member (if not a natural person). This
Agreement and the Transaction Documents to which such Member is a party when
executed and delivered by such Member in accordance with the terms hereof, shall
each constitute a valid and binding obligation of such Member, enforceable
against such Member in accordance with its terms (except as such enforceability
may be limited, by applicable bankruptcy, insolvency, moratorium, reorganization
or similar laws which affect the enforcement of a creditor's rights generally or

A-21

by equitable principles relating to enforceability). The execution, delivery and
performance of this Agreement and the Transaction Documents to which such Member
is a party, and the consummation of the transactions contemplated hereby and
thereby, will not (i) conflict with or violate any provision of the Certificate
of Organization or Formation, or the limited liability company agreement of such
Member (if such Member is a limited liability company), (ii) conflict with or
violate any provision of the Certificate of Incorporation and Bylaws of such
Member (if such Member is a corporation), (iii) conflict with or violate any
provision of the Partnership Certificate or Partnership Agreement of such Member
(if such Member is a partnership), (iv) except as set forth on Schedule 6.3
hereto require the consent of any third party, (v) result in the creation or
imposition of any Lien upon any of the Membership Interests or assets of such
Member or (vi) violate any law, rule or regulation or any order, judgment,
decree or award of any court, governmental authority or arbitrator to or by
which such Member is subject or bound.

6.4 Litigation. Except as set forth on Schedule 6.4 hereto, and except
for administrative rule making or other proceedings of general applicability to
the broadcast industry and except for the Transfer of Control Applications
contemplated by this Agreement and matters pertaining thereto, there is no
action, suit or proceeding pending, or to the Knowledge of such Member,
threatened against such Member, which in any case or in the aggregate, would
affect the ability of such Member to consummate the transactions contemplated
hereby. Except as set forth on Schedule 6.4 hereto, there is no outstanding
order, writ, injunction, award or decree of any court or arbitrator or any
federal, state, municipal or other governmental department, commission, board,
agency or instrumentality, to which any such Member is subject, nor is such
Member in default with respect to any such order, writ, injunction, award or
decree, which in any case or in the aggregate would affect the ability of such
Member to consummate the transactions contemplated hereby.

ARTICLE 7

REPRESENTATIONS AND WARRANTIES OF BACI

BACI represents and warrants to Buyer as follows:

7.1 Organization and Standing. BA Blocker Corp. is a duly organized,
validly existing corporation in good standing under the laws of the State of
Delaware. BACI has delivered to Buyer true, correct and complete copies of the
Certificate of Incorporation and the Bylaws of BA Blocker Corp. BA Blocker Corp.
is duly qualified to do business and is in good standing in each jurisdiction
where the character of its properties owned or held under lease or the nature of
its activities makes such qualifications necessary, which jurisdictions are
listed on Schedule 7.1 hereto. BA Blocker Corp has the power and authority to
own, lease and operate its assets and to carry on its business, if any, in the
manner in which it was conducted immediately prior to the date of this
Agreement.

7.2 Capitalization. The entire authorized capital stock of BA Blocker
Corp. (collectively, the "BA Blocker Corp. Stock") consists of (i) 750,000
shares of Preferred Stock, par value $.01 per share, of which 551,405 shares are
issued and outstanding, (ii) 100 shares of Class A Voting Common Stock, par
value $.01 per share, all of which are issued and outstanding and (iii) 2,000
shares of Class B Nonvoting Common Stock, par value $.01 per share, all of which
are issued and outstanding. All the outstanding shares of BA Blocker Corp. Stock
are duly authorized, validly issued, fully paid, nonassessable and free of
preemptive rights. Schedule 7.2 attached hereto sets forth the number of shares
of issued and outstanding BA Blocker Corp. Stock and each holder of such shares
both as to legal title and beneficial ownership. Except for this Agreement and
the Investor Rights Agreement, there are no agreements, arrangements, options,
warrants, calls, rights or commitments of any character relating to the
issuance, sale, purchase or redemption of any shares of BA Blocker Corp. Stock;
in particular, there are no outstanding commitments or plans by BA Blocker Corp.
to issue any additional shares of capital stock, or to purchase or redeem any
shares BA Blocker Corp. Stock, nor are there outstanding any securities or
obligations which are convertible into or exchangeable for any beneficial shares
of BA Blocker Corp. Stock.

A-22

7.3 Authorization; No Violation. BA Blocker Corp. has the requisite
corporate power and authority and has taken all corporate action necessary in
order to execute and deliver this Agreement and each Transaction Document to
which it is a party and to consummate the transactions contemplated hereby and
thereby. This Agreement and all Transaction Documents to which BA Blocker Corp.
is a party constitute, and when executed and delivered after the date hereof
will constitute the legal, valid and binding obligation of BA Blocker Corp.
enforceable against BA Blocker Corp. in accordance with the terms hereof and
thereof (except as such enforceability may be limited by applicable bankruptcy,
insolvency, moratorium, reorganization or similar laws which affect the
enforcement of creditor's rights or by equitable principles relating to
enforceability). Except for the filing of the Transfer of Control Applications
and the granting of the Initial Order and the Final Order, the execution,
delivery and performance of this Agreement and the Transaction Documents to
which BA Blocker Corp. is a party and the consummation of the transactions
contemplated hereby and thereby, will not (i) conflict with or violate any
provision of the Certificate of Incorporation or Bylaws of BA Blocker Corp.,
(ii) with or without the giving of notice or the passage of time, or both,
result in a breach of, or violate, or be in conflict with, or constitute a
default under, or permit the termination of, or cause or permit acceleration
under, any contract or agreement to which the BA Blocker Corp. is a party or to
or by which it is subject or bound, (iii) require the consent of any party to
any contract or agreement to which BA Blocker Corp. is a party except for the
Company LLC Agreement, (iv) result in the creation or imposition of any Lien
upon any of the assets of BA Blocker Corp. or (v) violate any law, rule or
regulation or any order, judgment, decree or award of any court, governmental
authority or arbitrator to or by which BA Blocker Corp. is subject or bound.
Except for the Company LLC Agreement, no consent, approval or authorization of,
or declaration, filing or registration with, or notice to, any governmental or
regulatory authority or any other third party is required to be obtained or made
by BA Blocker Corp. in connection with the execution, delivery and performance
of this Agreement or the Transaction Documents to which BA Blocker Corp. is a
party or the consummation of the transactions contemplated hereby and thereby.

7.4 Litigation. Except for administrative rule making or other
proceedings of general applicability to the broadcast industry, there is no
action, suit, proceeding, or arbitration or, to the Knowledge of BACI,
investigation pending by or against BA Blocker Corp. There is not outstanding
any order, writ, injunction, award or decree of any court or arbitrator or any
federal, state, municipal or other governmental department, commission, board,
agency or instrumentality to which BA Blocker Corp. is subject nor is it in
default with respect to any such order, writ, injunction, award or decree.

7.5 No Investments, Operations, Liabilities. Except for its membership
interest in the Company, BA Blocker Corp. does not, either directly or
indirectly, own of record or beneficially any shares or other equity interests
in any corporation, partnership, limited partnership, limited liability company,
joint venture, trust or other business entity. Except as set forth on Schedule
7.5 hereto, BA Blocker Corp. does not, either directly or indirectly, own
beneficially any assets, real properties or personal properties and is not party
to or governed by any agreement, contract, license or lease, other than the
Company LLC Agreement and this Agreement. Except as set forth on Schedule 7.5
hereto, BA Blocker Corp. does not and has not had since the date of its
incorporation any employees and has not since the date of its incorporation
operated any business whatsoever other than its ownership of Membership
Interests. Except as set forth on Schedule 7.5 hereof, BA Blocker Corp. does not
have any debts, liabilities or obligations (whether absolute, contingent or
otherwise), whatsoever other than in respect of Taxes or contractual obligations
under the Company LLC Agreement which are non-monetary in nature.

7.6 Taxes. BA Blocker Corp. has filed or caused to be filed or shall file
or cause to be filed on or prior to the Closing Date all Tax Returns which are
required to be filed by or with respect to BA Blocker Corp. on or prior to the
Closing Date (including applicable extensions). Such Tax Returns are, or when
filed, will be, timely and complete and accurate. All Taxes of the BA Blocker
Corp. which have come due and are required to be paid by it through the date
hereof have been paid in full and all deposits required by law to be made by BA
Blocker Corp. through the date hereof with respect to employees and other
withholding Taxes have been duly made. No deficiency for any Tax or claim for
additional Taxes has been proposed, asserted or assessed against BA Blocker
Corp. in writing and BA Blocker Corp. has not granted

A-23

any waiver of any statute of limitations in respect of Taxes or agreed to any
extension of time with respect to Tax assessment or deficiency. BA Blocker Corp.
has not been a United States real property holding corporation within the
meaning of Code sec.897(c)(2). BA Blocker Corp. has not been a party to any Tax
allocation or sharing agreement. BA Blocker Corp. (A) has not been a member of
an affiliated group filing a consolidated federal income Tax Return and (B) has
no liability for the Taxes of any person (other than of BA Blocker Corp.) under
Reg. sec.1.1502-6 (or any similar provision of state, local, or foreign law), as
a transferee or successor, by contract, or otherwise. All of the
representations, warranties and covenants made by BA Blocker Corp. in the
Representation Letter to be delivered by BA Blocker Corp. are true and correct.

ARTICLE 8

REPRESENTATIONS AND WARRANTIES OF ALLIED BLOCKER CORP.
AND ALLIED BLOCKER CORP. SHAREHOLDERS

Allied Blocker Corp. and Allied Blocker Corp. Shareholders jointly and
severally represent and warrant to Buyer as follows:

8.1 Organization and Standing. Allied Blocker Corp. is a duly organized,
validly existing corporation in good standing under the laws of the State of
Maryland. Allied Blocker Corp. Shareholders have delivered to Buyer true,
correct and complete copies of the Articles of Incorporation and the Bylaws of
Allied Blocker Corp. Allied Blocker Corp. is duly qualified to do business and
is in good standing in each jurisdiction where the character of its properties
owned or held under lease or the nature of its activities makes such
qualifications necessary, which jurisdictions are listed on Schedule 8.1 hereto.
Allied Blocker Corp has the power and authority to own, lease and operate its
assets and to carry on its business, if any, in the manner in which it was
conducted immediately prior to the date of this Agreement.

8.2 Capitalization. The entire authorized capital stock of Allied Blocker
Corp. (collectively, "Allied Blocker Corp. Stock") consists of 1,000 shares of
Common Stock, $0.0001 par value per share, of which 280 shares are issued and
outstanding. All the outstanding shares of Allied Blocker Corp. Stock are duly
authorized, validly issued, fully paid, nonassessable and free of preemptive
rights. Schedule 8.2 attached hereto sets forth the number of shares of issued
and outstanding Allied Blocker Corp. Stock and each holder of such shares both
as to legal title and beneficial ownership. Except for this Agreement, there are
no agreements, arrangements, options, warrants, calls, rights or commitments of
any character relating to the issuance, sale, purchase or redemption of any
shares of Allied Blocker Corp. Stock; in particular, there are no outstanding
commitments or plans by Allied Blocker Corp. to issue any additional shares of
capital stock, or to purchase or redeem any shares of Allied Blocker Corp.
Stock, nor are there outstanding any securities or obligations which are
convertible into or exchangeable for any beneficial shares of Allied Blocker
Corp. Stock.

8.3 Authorization; No Violation. Allied Blocker Corp. has the requisite
corporate power and authority and has taken all corporate action necessary in
order to execute and deliver this Agreement and each Transaction Document to
which it is a party and to consummate the transactions contemplated hereby and
thereby. This Agreement and all Transaction Documents to which Allied Blocker
Corp. is a party constitute, and when executed and delivered after the date
hereof will constitute the legal, valid and binding obligation of Allied Blocker
Corp. enforceable against Allied Blocker Corp. in accordance with the terms
hereof and thereof (except as such enforceability may be limited by applicable
bankruptcy, insolvency, moratorium, reorganization or similar laws which affect
the enforcement of creditor's rights or by equitable principles relating to
enforceability). Except for the filing of the Transfer of Control Applications
and the granting of the Initial Order and the Final Order, the execution,
delivery and performance of this Agreement and the Transaction Documents to
which Allied Blocker Corp. is a party and the consummation of the transactions
contemplated hereby and thereby, will not (i) conflict with or violate any
provision of the Certificate of Incorporation or Bylaws of Allied Blocker Corp.,
(ii) with or without the giving of notice or the passage of time, or both,
result in a breach of, or violate, or be in conflict with, or constitute a
default under, or permit the termination of, or cause or permit acceleration

A-24

under, any contract or agreement to which the Allied Blocker Corp. is a party or
to or by which it is subject or bound, (iii) require the consent of any party to
any contract or agreement to which Allied Blocker Corp. is a party except for
the Company LLC Agreement, (iv) result in the creation or imposition of any Lien
upon any of the assets of Allied Blocker Corp. or (v) violate any law, rule or
regulation or any order, judgment, decree or award of any court, governmental
authority or arbitrator to or by which Allied Blocker Corp. is subject or bound.
Except for the Company LLC Agreement, no consent, approval or authorization of,
or declaration, filing or registration with, or notice to, any governmental or
regulatory authority or any other third party is required to be obtained or made
by Allied Blocker Corp. in connection with the execution, delivery and
performance of this Agreement or the Transaction Documents to which Allied
Blocker Corp. is a party or the consummation of the transactions contemplated
hereby and thereby.

8.4 Litigation. Except for administrative rule making or other
proceedings of general applicability to the broadcast industry, there is no
action, suit, proceeding or arbitration or, to the Knowledge of each of the
Allied Blocker Corp. Shareholders, investigation pending against or affecting
Allied Blocker Corp. There is not outstanding any order, writ, injunction, award
or decree of any court or arbitrator or any federal, state, municipal or other
governmental department, commission, board, agency or instrumentality to which
Allied Blocker Corp. is subject or otherwise applicable to the Business, nor is
it in default with respect to any such order, writ, injunction, award or decree.

8.5 No Investments, Operations, Liabilities. Except for its membership
interest in the Company, Allied Blocker Corp. does not, either directly or
indirectly, own of record or beneficially any shares or other equity interests
in any corporation, partnership, limited partnership, limited liability company,
joint venture, trust or other business entity. Allied Blocker Corp. does not,
either directly or indirectly, own beneficially any assets, real properties or
personal properties and is not party to or governed by any agreement, contract,
license or leases, other than the Company LLC Agreement and this Agreement.
Allied Blocker Corp. does not and has not had since the date of its
incorporation any employees and has not since the date of its incorporation
operated any business whatsoever other than its ownership of Membership
Interests. Allied Blocker Corp. does not have any debts, liabilities or
obligations (whether absolute, contingent or otherwise) whatsoever, other than
in respect of Taxes or contractual obligations under the Company LLC Agreement
which are non-monetary in nature.

8.6 Taxes. Allied Blocker Corp. has filed or caused to be filed or shall
file or cause to be filed on or prior to the Closing Date all Tax Returns which
are required to be filed by or with respect to Allied Blocker Corp. on or prior
to the Closing Date (including applicable extensions). Such Tax Returns are, or
when filed, will be, timely and complete and accurate. All Taxes of Allied
Blocker Corp. which have come due and are required to be paid by it through the
date hereof have been paid in full and all deposits required by law to be made
by Allied Blocker Corp. through the date hereof with respect to employees and
other withholding Taxes have been duly made. No deficiency for any Tax or claim
for additional Taxes has been proposed, asserted or assessed against Allied
Blocker Corp. in writing and Allied Blocker Corp. has not granted any waiver of
any statute of limitations in respect of Taxes or agreed to any extension of
time with respect to Tax assessment or deficiency. Allied Blocker Corp. has not
been a United States real property holding corporation within the meaning of
Code sec.897(c)(2). Allied Blocker Corp. has not been a party to any Tax
allocation or sharing agreement. Allied Blocker Corp. (A) has not been a member
of an affiliated group filing a consolidated federal income Tax Return and (B)
has no liability for the Taxes of any person (other than of Allied Blocker
Corp.) under Reg. sec.1.1502-6 (or any similar provision of state, local, or
foreign law), as a transferee or successor, by contract, or otherwise.

A-25

ARTICLE 9

REPRESENTATIONS AND WARRANTIES OF
BLOCKER CORP. SHAREHOLDERS

Each Blocker Corp Shareholder, severally (and not jointly) hereby
represents and warrants to and for the benefit of Buyer:

9.1 Title to Shares. Such Blocker Corp. Shareholder is the record and
beneficial owner, and has good and legal title to the shares of the respective
Blocker Corps. set forth opposite to such Blocker Corp. Shareholder's name on
Schedule 7.2 and Schedule 8.2 respectively, free and clear of all Liens. At the
Closing, such Blocker Corp. Shareholder shall sell to Buyer good and legal title
to such shares, free and clear of all Liens.

9.2 Capacity, Power and Authority. Such Blocker Corp. Shareholder if a
natural person, has the capacity necessary to enter into this Agreement and to
carry out the transactions contemplated hereby. Such Blocker Corp. Shareholder,
if not a natural person, possesses all requisite corporate, limited liability
company or partnership power and authority necessary to enter into this
Agreement and carry out the transactions contemplated hereby. Such Blocker Corp.
Shareholder, if not a natural person, is duly organized, validly existing and in
good standing under the laws of its formation or incorporation, respectively.

9.3 Authorization; No Violation. The execution, delivery and performance
of this Agreement, and the Transaction Documents to which such Blocker Corp.
Shareholder is a party have been duly authorized by such Blocker Corp.
Shareholder (if not a natural person). This Agreement and the Transaction
Documents to which such Blocker Corp. Shareholder is a party when executed and
delivered by such Blocker Corp. Shareholder in accordance with the terms hereof,
shall each constitute a valid and binding obligation of such Blocker Corp.
Shareholder, enforceable against such Blocker Corp. Shareholder with its terms
(except as such enforceability may be limited, by applicable bankruptcy,
insolvency, moratorium, reorganization or similar laws which affect the
enforcement of a creditor's rights generally or by equitable principles relating
to enforceability). The execution, delivery and performance of this Agreement,
the Appointment of Sellers' Representatives Agreement and the Transaction
Documents to which such Blocker Corp. Shareholder is a party, and the
consummation of the transactions contemplated hereby and thereby, will not (i)
conflict with or violate any provision of the Certificate of Organization or
Formation or the limited liability company agreement (if such Blocker Corp.
Shareholder is a limited liability company), (ii) conflict with or violate any
provision of the Certificate of Incorporation or the Bylaws of such Blocker
Corp. Shareholder (if such Blocker Corp. Shareholder is a corporation), (iii)
conflict with or violate any provision of the Partnership Certificate or
Partnership Agreement of such Blocker Corp. Shareholder (if such Blocker Corp.
Shareholder is a partnership), (iv) except as set forth on Schedule 9.3 hereto,
require the consent of any third party, (v) result in the creation or imposition
of any Lien upon any of the Shares, or (vi) violate any law, rule or regulation
or any order, judgment, decree or award of any court, governmental authority or
arbitrator to or by which such Blocker Corp. Shareholder is subject or bound.

9.4 Litigation. Except for administrative rule making or other
proceedings of general applicability to the broadcast industry there is no
action, suit or proceeding pending, or to the Knowledge of such Blocker Corp.
Shareholder threatened against such Blocker Corp. Shareholder, which, in any
case or in the aggregate, would affect the ability of such Blocker Corp.
Shareholder to consummate the transactions contemplated hereby. Except as set
forth on Schedule 9.4 hereto, there is no outstanding order, writ, injunction,
award or decree of any court or arbitration or any federal, state, municipal or
other governmental department, commission, board, agency or instrumentality, to
which any such Blocker Corp. Shareholder is subject, nor is such Blocker Corp.
Shareholder in default with respect to any such order, writ, injunction, award
or decree, which in any case or in the aggregate would affect the ability of
such Blocker Corp. Shareholder to consummate the transactions contemplated
hereby.

A-26

ARTICLE 10

REPRESENTATIONS AND WARRANTIES OF BUYER

Buyer represents and warrants to the Company and Sellers that:

10.1 Organization and Standing.

(a) Buyer is a duly organized, validly existing corporation, in good
standing under the laws of the State of Illinois.

(b) Buyer is duly qualified to transact business and is in good standing in
each jurisdiction where the character of its properties owned or held under
lease or the nature of its activities makes such qualifications necessary,
except where failure to be so qualified, individually or in the aggregate, could
not reasonably be expected to have a Buyer Material Adverse Effect. Buyer has
the corporate power and the authority to own, lease and operate its assets and
to carry on its business in the manner in which it was conducted immediately
prior to the date of this Agreement.

(c) Buyer has delivered to Sellers true and complete copies of the Articles
or Certificate of Incorporation and Bylaws in effect as of the date hereof of
each of the Buyer Parties.

10.2 Capitalization. The entire authorized capital stock of Buyer
consists of 150,000,000 shares of common stock consisting of (i) 100,000,000
shares of Class A Common Stock, par value $.01 per share, (ii) 20,000,000 shares
of Class B Common Stock, par value $.01 per share, and (iii) 30,000,000 shares
of Class C Common Stock, par value $.01 per share, 250,000 shares of Series A
Preferred Stock, par value $.01 per share, and 12,000 shares of Series B
Preferred Stock (collectively, the "Authorized Shares"). Of the total authorized
Common Stock, as of November 8, 2001, 35,219,416 shares of Common Stock were
issued and outstanding, consisting of (i) 27,775,796 shares of Class A Common
Stock, (ii) 5,914,343 shares of Class B Common Stock and (iii) 1,529,277 shares
of Class C Common Stock. As of November 8, 2001, 130,141 shares of the Series A
Preferred Stock were issued and outstanding and 280 shares of the Series B
Preferred Stock were issued and outstanding. As of November 8, 2001, there are
no options, warrants or other rights to purchase Authorized Shares other than
options to purchase an aggregate of 4,595,562 and 2,657,392 shares of Class A
Common Stock and Class C Common Stock, respectively, and warrants to purchase an
aggregate of 38,883 shares of Class B Common Stock. All of the outstanding
Authorized Shares (and any shares issued pursuant to presently outstanding
options, if exercised and purchased at the applicable exercise price) were duly
authorized and are (or will be when issued and the exercise price paid) validly
issued, fully paid and nonassessable. None of the Authorized Shares are entitled
to or subject to preemptive rights.

10.3 Authorization; No Violation. Subject to obtaining the Requisite
Buyer Vote, the Buyer Parties have all requisite corporate power and authority
to enter into, deliver and execute this Agreement and each of the Transaction
Documents to which the Buyer Parties are a party and to carry out the
transactions contemplated hereby and thereby. This Agreement constitutes and
when executed and delivered at the Closing, each of the Transaction Documents to
which the Buyer Parties are a party when executed and delivered after the date
hereof will constitute the legal, valid and binding obligation of the Buyer
Parties, enforceable against each of them in accordance with its terms (except
as such enforceability may be limited by applicable bankruptcy, insolvency,
moratorium, reorganization or similar laws which affect the enforcement of
creditors' rights generally or by equitable principles relating to
enforceability). All corporate proceedings and action required to be taken by
the Buyer Parties and their respective Boards of Directors relating to the
execution, delivery and performance of this Agreement and the Transaction
Documents to which they are a party and the consummation of the transactions
contemplated hereby and thereby shall have been duly taken by the Closing. The
execution, delivery and performance of this Agreement and Transaction Documents
to which the Buyer Parties are a party and any other agreement or document
necessary to the consummation of the transactions contemplated hereby and
thereby, will not (i) conflict with or violate any provision of the Articles or
Certificates of Incorporation or Bylaws of the Buyer Parties, (ii) with or
without the giving of notice or the passage of time, or both, result in a breach
of, or violate, or be in conflict with, or constitute a default under, or permit
the termination of, or cause or

A-27

permit acceleration under, any material contract or instrument or any debt or
obligation to which any of the Buyer Parties are a party or subject, however, to
Buyer obtaining the consent of its lenders which will be obtained in connection
with the Closing, or (iii) violate any law, rule or regulation or any order,
judgment, decree or award of any court, governmental authority or arbitrator to
or by which any of the Buyer Parties are subject or bound. Except as set forth
on Schedule 10.3, no consent, approval or authorization of, or declaration,
filing or registration with, or notice to, any governmental or regulatory
authority or any other third party is required to be obtained or made by the
Buyer Parties in connection with the execution, delivery and performance of this
Agreement or the Transaction Documents or the consummation of the transactions
contemplated hereby and thereby.

10.4 Litigation. Except as set forth on Schedule 10.4 hereto, and except
for administrative rule making or other proceedings of general applicability to
the broadcast industry, there is no action, suit, arbitration or proceeding, or
to the Knowledge of Buyer, investigation pending by or against or affecting any
of the Buyer Parties or any Significant Subsidiary. In the aggregate, all
actions, suits, proceedings, arbitrations and investigations set forth on
Schedule 10.4, if adversely determined, could not reasonably be expected to have
a Buyer Material Adverse Effect and would not adversely affect the ability of
the Buyer Parties to consummate the transactions contemplated hereby.

10.5 Merger Shares and Stock Consideration. The Merger Shares and Stock
Consideration to be conveyed hereunder and the Warrant Shares issuable upon the
exercise of the Warrants are duly authorized for issuance and, if and when
issued and delivered by Buyer, will be validly issued, fully paid and
non-assessable.

10.6 Buyer SEC Documents. The Buyer's annual report on Form 10-K for its
fiscal year ended December 31, 2000, (ii) its quarterly reports on Form 10-Q for
its fiscal quarters ended March 31, 2001, and June 30, 2001, (iii) its proxy
statements relating to meetings of the shareholders of Buyers held since
December 31, 2000, and (iv) all of its other reports, statements, schedules and
registration statements filed with the SEC since December 31, 2000; together
with any quarterly or annual reports and statements, and schedules filed with
the SEC prior to Closing Date (other than the Buyer Proxy Statement or the
Registration Statements) are referred to as "Buyer SEC Documents." As of their
respective dates (or, if amended or superseded by a filing prior to the date of
this Agreement, then on the date of such amendment), the Buyer SEC Documents (i)
complied as to form in all material respect with the applicable requirements of
the Securities Act, the Exchange Act, and the rules and regulations promulgated
thereunder and (ii) did not contain any untrue statement of a material fact or
omit to state a material fact required to be stated therein or necessary to make
the statements therein, in light of the circumstances under which they were
made, not misleading; provided, that the foregoing clause (ii) shall not apply
to the financial statements included in Buyer SEC Documents (which are covered
by the following sentence). The audited consolidated financial statements and
unaudited consolidated interim financial statements included in Buyer SEC
Documents (including any related notes and schedules) have been prepared in
accordance with generally accepted accounting principles (except for the absence
of footnotes and normal and customary year-end adjustments for the unaudited
balance sheet and related statements of income and cash flow), consistently
applied and maintained throughout the periods indicated, and fairly present the
financial condition of Buyer and its subsidiaries at their respective dates and
the results of operations for the periods covered thereby in all material
respects. Since January 1, 2001, Buyer has timely filed all material reports,
registration statements and other filings required to be filed by it with the
SEC under the rules and regulations of the SEC.

10.7 Financing. True and correct copies of the letter dated as of
November 9, 2001 from a financial institution related to a proposed senior
secured credit facility (the "Financing Letter") has been provided to the
Sellers' Representatives. Buyer believes in good faith that the amount specified
in the Financing Letter (such amount is referred to hereinafter as the
"Financing") is sufficient to permit Buyer to consummate the transactions
provided for in this Agreement. As of the date of this Agreement, Buyer does not
have any reason to believe that the Financing will not be available to Buyer to
consummate the transactions provided for herein.

A-28

10.8 Significant Subsidiaries; Buyer Parties. Each of Buyer's Significant
Subsidiaries and Buyer Parties (other than Buyer) (a) is a corporation duly
organized, validly existing and in good standing under the laws of its
jurisdiction of incorporation, (b) has the corporate power and authority to own
its properties and to carry on its business as it is now being conducted, and
(c) is duly qualified to do business and is in good standing in each
jurisdiction in which the ownership of its property or the conduct of its
business requires such qualification, except in case of clauses (a) and (c) for
jurisdictions in which such failure to be so qualified or to be in good standing
in the aggregate would not reasonably be expected to have a Buyer Material
Adverse Effect. All outstanding shares of capital stock of the Significant
Subsidiaries and Buyer Parties (other than Buyer) are (y) validly issued, fully
paid and non-assessable and (z) owned by Buyer, directly or indirectly, free and
clear of all Liens, except in the case of clause (z) for Liens contained in
credit agreements and similar instruments to which Buyer is a party. Except as
disclosed in Buyer SEC Documents, there are no outstanding subscriptions,
warrants, options, rights of first refusal, preemptive rights, calls or rights
or other arrangements or commitments obligating any Significant Subsidiary or
Buyer Parties (other than Buyer) to issue any capital stock or other securities
of any Significant Subsidiary or Buyer Parties (other than Buyer), except as
would be immaterial to Buyer.

10.9 Proxy Statement; Registration Statement.

(a) The proxy statement (as amended or supplemented, the "Buyer Proxy
Statement") to be sent to Buyer's shareholders in connection with the Buyer
Shareholders Meeting, will comply in all material respects with the requirements
of the Exchange Act and the rules and regulations thereunder, and will not (i)
on the date the Buyer Proxy Statement is first mailed to the Buyer's
shareholders, and (ii) at the time of the Buyer Shareholders Meeting, contain
any statement which, at such time and in light of the circumstances under which
it shall be made, is false or misleading with respect to any material fact, or
shall omit to state any material fact necessary in order to make the statements
made therein not false or misleading, or omit to state any material fact
necessary to correct any statement in any earlier communication with respect to
the solicitation of proxies for the Buyer Shareholders Meeting which has become
false or misleading. Notwithstanding any other representation made in this
Section 10.9(a), the Buyer makes no representation or warranty with respect to
any written information supplied by the Sellers expressly for the purpose of
being contained in the Proxy Statement.

(b) Each Registration Statement will comply in all material respects with
the requirements of the Securities Act and with the rules and regulations
thereunder and will not, at the time such Registration Statement is declared
effective by the SEC, contain any statement which, at such time and in light of
the circumstances under which it shall be made, is false or misleading with
respect to any material fact, or shall omit to state any material fact necessary
in order to make the statement made therein not false or misleading, or omit to
state any material fact necessary to correct any statement in any earlier
communication with respect to the registration of the Merger Shares or Stock
Consideration which has become false or misleading. Notwithstanding any other
representation made in this Section 10.9(b), the Buyer makes no representation
or warranty with respect to any written information supplied by the Sellers or
the Companies expressly for the purpose of being contained in any of the
Registration Statements.

10.10 Material Contracts. Neither Buyer nor any of its Significant
Subsidiaries has Knowledge of, or has received notice of any violation or
default under any material contract (as such term is defined in item 601(b)(10)
of Regulation S-K of the SEC) to which Buyer or any of its Significant
Subsidiaries is a party ("Buyer Material Contracts"), except for such violations
or defaults as could not in the aggregate reasonably be expected to have a Buyer
Material Adverse Effect.

10.11 FCC Qualifications. There are no facts currently Known to Buyer
which, under the Communications Act or the rules, regulations, policies and
practices promulgated thereunder, would (a) disqualify the Buyer Parties from
becoming the holder of the Commission Authorizations or an owner or operator of
the Stations; (b) disqualify the Buyer Parties from consummating the
transactions contemplated hereby within the time period contemplated hereby; or
(c) otherwise impede in any material respect the consummation of such
transactions. As of the date hereof, the Buyer Parties do not possess, and have
not entered into any agreement (other than this Agreement) to acquire, any media
interests

A-29

(including the right to program any broadcast stations) in any of the markets in
which the Stations operate.

10.12 Legally Required Shareholder Vote. The affirmative vote of a
majority of the votes actually cast by the holders of shares of Class A Common
Stock and Class C Common Stock, voting together as a single class in accordance
with the provisions of Buyer's Articles of Incorporation, at a meeting of
Buyer's shareholders held for such purpose at which a quorum is present, and the
Class B Consent (collectively, the "Legally Required Shareholder Vote") are the
only votes or consents of the holders of any class or series of Buyer's
securities necessary under Buyer's Articles of Incorporation, the rules of
Nasdaq, or the Illinois Business Corporation Act to approve the issuance of the
Merger Shares, Stock Consideration, Warrants and, upon exercise of the Warrants,
the Warrant Shares, and the consummation of the transactions contemplated
hereby.

10.13 Investment Representations of the Buyer Parties. The Buyer Parties
represent, warrant and covenant to and with the Sellers that the Membership
Interests to be acquired pursuant to the provisions of this Agreement will be,
when delivered, acquired by the Buyer Parties for investment for the account of
the Buyer Parties and not with a view to the subsequent resale or other
distribution thereof, except within the limitations prescribed under the rules
and regulations under the Securities Act, or in some other manner which will not
violate the registration requirements of the Securities Act or any applicable
"Blue Sky" laws.

10.14 [intentionally deleted]

10.15 No Investments, Operations, Liabilities. The Buyer Parties, other
than Buyer, do not, either directly or indirectly, own of record or beneficially
any shares or other equity interests in any corporation, partnership, limited
partnership, limited liability company, joint venture, trust or other business
entity. The Buyer Parties, other than Buyer, do not, either directly or
indirectly, own beneficially any assets, real properties or personal properties
and are not party to or governed by any agreement, contract, license or leases,
other than this Agreement. The Buyer Parties, other than Buyer, do not and have
not had since the date of their incorporation any employees and have not since
the date of their incorporation operated any business whatsoever. The Buyer
Parties, other than Buyer, do not have any debts, liabilities or obligations
(whether absolute, contingent or otherwise) whatsoever.

10.16 Disclosure. The representations and warranties contained in this
Article 10 and the schedules hereto do not contain any untrue statement of
material fact or omit to state any fact necessary in order to make the
statements herein or therein contained under the circumstances under which made,
not misleading.

10.17 Tax Representations. None of the Buyer Parties is an investment
company within the meaning of Section 368(a)(2)(F) of the Code. Buyer owns 100%
of the outstanding shares of capital stock and is in control (within the meaning
of Section 368(c) of the Code) of both BA Blocker Acquisition Corp. and Allied
Blocker Acquisition Corp., and Buyer has no current plan or intention to cause
the issuance of additional shares of capital stock that would cause Buyer to
lose such control of either BA Blocker Acquisition Corp. or Allied Blocker
Acquisition Corp. The Buyer is not aware of any fact or circumstance that could
reasonably be expected to prevent either the BA Merger or the Allied Merger from
qualifying as a reorganization within the meaning of Section 368(a) of the Code.
All of the representations, warranties and covenants made by the Buyer Parties
in the Representation Letters to be delivered by the Buyer Parties are true and
correct.

10.18 Commission Authorizations. Buyer and its subsidiaries are
collectively the holder of all right, title, interest in and to all licenses,
permits, approvals, construction permits and authorizations issued or granted by
the FCC for the operation of, or used in connection with or necessary or useful
for the operation of the Buyer Stations and any and all auxiliary and/or
supportive transmitting and/or receiving facilities, boosters and repeaters
("Buyer Commission Authorizations") for each of the Buyer Stations. Such Buyer
Commission Authorizations are in full force and effect. To the Knowledge of the
Buyer, there is not pending any action by or before the FCC to revoke, suspend,
cancel, rescind or adversely modify any

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such Buyer Commission Authorizations (other than proceedings to amend FCC rules
of general applicability or in respect of immaterial Buyer Commission
Authorizations), and there is not now issued or outstanding, by or before the
FCC, any order to show cause, notice of violation, notice of apparent liability,
or notice of forfeiture against Buyer or its subsidiaries with respect to any of
the Buyer Stations. The Buyer Stations are operating in compliance in all
material respects with the Buyer Commission Authorizations, the Commissions Act,
and the rules, regulations and policies of the FCC, including the FCC's
guidelines regarding RF radiation.

10.19 Investment Company. None of the Buyer Parties is an investment
company within the meaning of the Investment Company Act of 1940, as amended.

ARTICLE 11

SECURITIES LAWS

11.1 No Registration Statement. The Sellers understand that the Merger
Shares and Stock Consideration to be issued and delivered to the Sellers
pursuant to the provisions of this Agreement constitute restricted securities
and will not be issued pursuant to a registration statement under the Securities
Act, or any applicable "Blue Sky" laws, in reliance upon exemptions contained in
the Securities Act and the general rules and regulations under the Securities
Act promulgated by the SEC and comparable exemptions from any applicable "Blue
Sky" laws.

11.2 Investment Representations of Sellers. Each of the Sellers,
severally (and not jointly), represents, warrants and covenants to and with the
Buyer that (i) the Merger Shares and Stock Consideration to be issued and
delivered to the Sellers pursuant to the provisions of this Agreement will be,
when issued and delivered, acquired by the Sellers for investment for the
account of the Sellers and not with a view to the subsequent resale or other
distribution thereof, except within the limitations prescribed under the rules
and regulations under the Securities Act, or in some other manner which will not
violate the registration requirements of the Securities Act or any applicable
"Blue Sky" laws, and (ii) such Seller is an "accredited investor" as defined in
Rule 501 promulgated under the Securities Act.

11.3 Conditions Precedent to Transfer of Merger Shares and Stock
Consideration. The Sellers acknowledge that they understand, consent and they
hereby agree, that transfer of the Merger Shares and Stock Consideration
received by the Sellers under this Agreement, including a transfer described in
Section 11.2, will be permitted or allowed only when:

(a) Any of the Sellers is making such transfer or sale in compliance with
Rule 144 of the general rules and regulations under the Securities Act
promulgated by the SEC ("Rule 144") and any applicable "Blue Sky" laws, or

(b) such request for transfer is accompanied by an opinion of counsel
reasonably satisfactory to the Buyer, to the effect that neither the sale nor
the proposed transfer results in a violation of the Securities Act or the rules
and regulations thereunder or applicable "Blue Sky" laws, or

(c) such request for transfer is accompanied by a "no-action" letter from
the SEC and any applicable state securities regulatory agency with respect to
the proposed transfer, or

(d) a registration statement under the Securities Act and any applicable
"Blue Sky" laws is then in effect with respect to such shares.

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ARTICLE 12

CERTAIN COVENANTS

12.1 Conduct of Business. Prior to the Closing, the Companies shall not,
and the Sellers shall cause the Companies not to and the Companies and the
Sellers shall not permit the Stations to:

(a) by any act or omission surrender, modify adversely, forfeit, or fail to
renew under regular terms any Seller Commission Authorizations for any of the
Stations, or give the FCC grounds to institute any proceeding for the
revocation, suspension or modification of any Seller Commission Authorizations
for any of the Stations, or fail to use commercially reasonable efforts to
prosecute any pending application with respect to any of the Seller Commission
Authorizations, except in each instance for immaterial Seller Commission
Authorizations;

(b) issue any membership interest or any other interest convertible into a
membership interest in any of the Companies or grant any option to acquire any
membership interest in any of the Companies;

(c) declare, set aside or pay any dividend or other distribution in respect
of any Membership Interest of the Companies except as set forth on Schedule
12.1(c);

(d) terminate any Material Contract or amend any Material Contract, or
cancel, modify or waive any material debts or claims held in respect of the
Business or by any of the Companies or waive any material rights of value,
except in the ordinary course of business consistent with past practice;

(e) do any act or omit to do any act which will cause a material breach or
default in any of the Material Contracts;

(f) mortgage, pledge or subject to any Lien or other encumbrance (other
than a Permitted Lien) any portion of the Companies' Assets other than pursuant
to the Existing Aurora Credit Facilities;

(g) sell, transfer or otherwise dispose of any of the Business' or any of
the Companies' Assets valued at more than $50,000 in the aggregate;

(h) except for the plan noted on Schedule 12.1(h), adopt or amend any
Company Benefit Plan (or any plan that would be a Company Benefit Plan if
adopted), except for the renewal of Company Benefit Plans in the ordinary course
of business, or enter into, adopt, extend (beyond the Closing Date), renew or
amend any collective bargaining agreement or other contract with any labor
organization, union or association, except in each case as required by
applicable laws;

(i) grant to any executive officer or employee of any of the Companies any
increase in compensation or benefits, except in the ordinary course of business
and consistent with past practice or as may be required under existing
agreements;

(j) incur or assume any liabilities, obligations or indebtedness for
borrowed money or guarantee any such liabilities, obligations or indebtedness
other than pursuant to the Existing Aurora Credit Facilities;

(k) except as provided on Schedule 12.1(k), pay, loan or advance any amount
to, or sell, transfer or lease any of the Companies' Assets to, or enter into
any agreement or arrangement with an Affiliate;

(l) make any change in any method of accounting or accounting practice or
policy other than those required by GAAP;

(m) except as provided on Schedule 12.1(m), acquire by merging or
consolidating with, or by purchasing a substantial portion of the assets of, or
by any other manner, any business or any corporation, partnership, association
or other business organization or division thereof or otherwise acquire any
assets that are valued, individually or in the aggregate, in excess of $200,000;

(n) make or incur any capital expenditure that, individually or in the
aggregate, is in excess of $300,000;

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(o) enter into any lease of real property, or enter into any contract
involving payments or receipts during the life of the contract of more than
$50,000, or a term of more than six (6) months without the consent of Buyer, not
to be unreasonably withheld;

(p) accelerate the collection of or discount or factor its accounts
receivable other than in the ordinary course consistent with past practices;

(q) as to any of the Companies, by any act or omission, permit any of the
Companies to undertake any action or omission which would cause it to breach any
of the representations set forth in Article 5; or

(r) authorize any of, or commit or agree to take, whether in writing or
otherwise, to do any of the foregoing.

12.2 Operations of Each of Companies. During the period from the date of
this Agreement to the Closing Date, the Sellers shall cause the Companies to be
operated and conducted in the ordinary course of business and consistent with
past practices in all material respects. The Sellers shall have sole
responsibility for the Stations and their operations, and during such period,
the Sellers shall and shall cause the Companies to:

(a) operate the Stations in a manner consistent with the normal and prudent
operation of commercial broadcast radio stations of similar size and format and
in accordance in all material respects with the rules and regulations of the
Commission and the Seller Commission Authorizations, and file all reports,
applications, responses and other documents required to be filed with respect to
the Stations during such period, and deliver to Buyer within five (5) days after
filing thereof with the Commission copies of any and all such reports,
applications, responses and/or other documents, including a copy of any
Commission inquiries to which the filing is responsive (and in the event of an
oral Commission inquiry, Company will furnish a written summary thereof);

(b) use their commercially reasonable efforts to preserve intact the
goodwill and staff of the Companies, and the relationships of any of the
Companies with advertisers, customers, suppliers, employees, contracting
parties, governmental authorities and others having business relations with such
Company;

(c) maintain in full force and effect all material Permits which are
presently held and are required for the operation of the Business as presently
conducted;

(d) maintain all of the material Assets of the Companies in a manner
consistent with past practices, reasonable wear and tear excepted and maintain
the types and levels of insurance currently in effect in respect of the Assets,
including Real Property;

(e) subject to Section 13.1(g), upon any damage, destruction or loss to any
material Asset, apply any insurance proceeds received with respect thereto to
the prompt repair, replacement and restoration thereof to the condition of such
Asset or other property of any of the Companies before such event or, if
required, to such other (better) condition as may be required by applicable
laws;

(f) manage the working capital of each of the Companies consistent with
past practices, except for the repayment of the Existing Debt;

(g) prior to or simultaneously with the Closing, pay or cause to be paid in
full all of the expenses of any of the types referred to in Section 5.21,
including, without limitation, all such expenses incurred on or prior to Closing
or for which any of the Companies are or may become liable whether or not due
and payable under their terms; and

(h) after giving effect to the payment of the expenses referred to in
Section 12.2(g) above, and any distributions described in Schedule 12.1(c),
maintain a minimum of $500,000 of cash on the Closing Date (in addition to the
Blocker Corp. Tax Amount payable pursuant to Section 1.4 hereof).

12.3 Conduct of Blocker Corps. Business. The BA Blocker Corp.
Shareholders with respect to BA Blocker Corp., and the Allied Blocker Corp
Shareholders with respect to Allied Blocker Corp., covenant to

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operate such Blocker Corp. in the ordinary and usual course of business and
consistent with past practices. Without limiting the foregoing, the Blocker
Corps. shall not, and the BA Blocker Corp. Shareholders shall not cause or
permit BA Blocker Corp. to, and the Allied Blocker Corp. Shareholders shall not
cause or permit Allied Blocker Corp. to, prior to the Closing:

(a) issue or sell any shares of stock or securities convertible into or
exchangeable for shares of stock in such Blocker Corp. or grant any share option
right to purchase any shares of stock of any securities convertible into or
exchangeable for shares of stock in such Blocker Corp.;

(b) declare, set aside or pay any dividend or other distribution in respect
of such securities; or

(c) by any act or omission, permit such Blocker Corp. to undertake any
action or omission which would cause it to breach any of the representations set
forth in Articles 7 or 8, respectively.

12.4 Conduct of Buyer's Business; Operations of Buyer. During the period
from the date of this Agreement to and including the Closing Date, Buyer shall,
and shall cause the Significant Subsidiaries to, operate the Buyer Stations and
to conduct the business of Buyer and each Significant Subsidiary in all material
respects in the ordinary course of business, consistent with past practices.
During the period from the date of this Agreement to the Closing Date, Buyer
shall and shall cause its Significant Subsidiaries to operate the Buyer Stations
in a manner consistent with the normal and prudent operation of commercial
broadcast radio stations of similar size and format and in accordance in all
material respects with the rules and regulations of the FCC and the Buyer FCC
Licenses, except to the extent that failure to do so would not have a Buyer
Material Adverse Effect. During this period from the date of this Agreement to
and including Closing, Buyer shall not undertake any of the activities listed on
Schedule 12.4 hereto except as provided therein.

12.5 Changes in Information. During the period from the date of this
Agreement to the Closing Date, each of the Seller Parties shall give Buyer, and
Buyer shall give the Seller Parties prompt written notice of any change in, or
any of the information contained in, the representations and warranties made in
or pursuant to this Agreement by such Seller Party or the Buyer Parties,
respectively, or of any event or circumstance which, if it had occurred on or
prior to the date hereof, would cause any of such representations or warranties
not to be true and correct.

12.6 Restrictions on Buyer. Nothing contained in this Agreement shall
give Buyer any right to control the programming or operations of the Stations
prior to the Closing Date and the Companies shall have complete control of the
programming and operation of the Stations between the date hereof and the
Closing Date.

12.7 Access to Information.

(a) During the period from the date of this Agreement to the Closing Date,
Buyer and its accountants, counsel and other representatives, shall, upon prior
written or telephone notice of at least one day, be given reasonable and
continuing access during normal business hours to all of the facilities,
properties, books and records of each of the Companies, and they shall be
furnished with such documents and information with respect to the affairs of
each of the Companies and the Stations as from time to time may reasonably be
requested, and, in furtherance thereof, including all accounting records and
working papers pertaining to the Financial Statements. Buyer may retain an
engineering firm of its own choosing, and at its cost, to conduct engineering
due diligence into the adequacy, operation and condition of the Stations, and
the transmission, receiving, broadcast, studio and production machinery,
equipment, towers and facilities of and/or relating to the Stations, and their
compliance with the standards of applicable law.

(b) From and after the Closing Date, Buyer shall provide to each Seller
Party, upon reasonable prior notice and during normal business hours, reasonable
access to the books and records of the Companies and Blocker Corps. related to
the period ending on the Closing Date as may be necessary for Tax filings, the
defense of third party claims pursuant to Section 14.4 hereof, and other proper
purposes, subject to the confidentiality obligations of Section 12.22 hereof.

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12.8 No Shop. The Sellers agree that from and after the date hereof and
until the earlier of the termination of this Agreement in accordance with the
terms hereof, the Closing Date or a date which is twelve (12) months after the
date hereof, the Sellers will not sell, transfer or otherwise dispose of any
direct or indirect equity or other interest in any of the Companies or Blocker
Corps. or any material portion of the Assets of the Companies, and the Seller
Parties will not seek and will not provide any information in connection with
inquiries or proposals, or enter into or pursue any discussions, or enter into
any agreements (oral or written), with respect to, the sale or purchase of any
direct or indirect equity or other interest in any of the Companies or Blocker
Corps., or any option or warrant with respect to such interest, or the merger,
consolidation, sale, lease or other disposition of all or any material portion
of the assets, business, rights or Commission Authorizations of any of the
Companies or the Stations; provided that any Seller may transfer its interest in
the Company or any Blocker Corps. to an affiliate or to a family member or trust
established for such Seller or any family member of such Seller who agrees to be
bound by the terms and conditions hereof in form and substance reasonably
satisfactory to Buyer.

12.9 Environmental Notices. In the event that, on or prior to the Closing
Date, any of the Seller Parties receives any notice or advice in connection with
any of the Companies from any governmental agency or authority or any other
source with respect to a Hazardous Discharge or presence of a Hazardous
Substance, Sellers' Representatives shall immediately notify Buyer and furnish
to Buyer a copy of any such notices, correspondence and other documentation.
Sellers shall promptly conduct all investigations, studies, sampling and testing
which may be appropriate in connection with any such notice or advice and in
accordance with all applicable federal, state and local laws, ordinances, rules
and regulations, and keep Buyer informed of all developments in any such matter.

12.10 Supplying of Financial Statements. Sellers' Representatives
covenant to deliver to Buyer all regularly prepared unaudited financial
statements of any of the Entities prepared after the date of this Agreement in
format historically utilized internally, as soon as available, which statements
shall be issued no less frequently than monthly.

12.11 Non-Compete Agreements. Simultaneously with the execution and
delivery of this Agreement, the Sellers listed on Schedule 12.11 and Buyer have
executed a Non-Compete Agreement in the form previously agreed upon.

12.12 HSR Filings. As soon as practicable after the execution hereof, but
in no event later than twenty (20) business days after the execution hereof,
Buyer and the Sellers' Representatives on behalf of Sellers and the Companies
shall each make the required filings in connection with the transactions
contemplated hereby under the HSR Act with the FTC and the Antitrust Division of
the United States Department of Justice, and shall request early termination of
the waiting period with respect to such filings. As promptly as practicable from
time to time after the date of this Agreement, each party shall make all such
further filings and submissions and take such further action as may be required
in connection therewith and shall furnish all other information necessary
therefor. The Sellers' Representatives and Buyer shall notify the other
immediately upon receiving any request for additional information with respect
to such filings from either the Antitrust Division or the FTC and the party
receiving such request shall use its best efforts to comply with such request as
soon as reasonably possible. Neither party shall withdraw any filing or
submission without the prior written consent of the other. All fees in
connection with the required filings shall be borne one-half ( 1/2) by the Buyer
and one-half ( 1/2) by the Company.

12.13 Shareholder Meeting; SEC Filings. Buyer shall duly call and hold a
meeting of its shareholders ("Buyer Shareholders Meeting") as soon as reasonably
practicable for the purpose of approving the issuance of the Merger Shares and
Stock Consideration and the transactions contemplated by this Agreement. Buyer
shall include in the Buyer Proxy Statement the recommendation of its Board of
Directors that its shareholders vote in favor of the issuance of the Merger
Shares and Stock Consideration, subject to the duties of the Board of Directors
of the Company to make any further disclosure to the shareholders (which shall
not, unless expressly stated, constitute a withdrawal or adverse modification of
such recommendation). Buyer shall give Sellers' Representatives a reasonable
opportunity to review and

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comment on the Buyer Proxy Statement before it is filed with the SEC. In
connection with such meeting and the transactions contemplated hereunder, Buyer
will (i) prepare and file with the SEC, use reasonable efforts to have cleared
by the SEC, and thereafter mail to its shareholders the Buyer Proxy Statement
and any and all amendments or supplements thereto and all other materials
appropriate for such meeting; (ii) use its reasonable best efforts to obtain the
Requisite Buyer Vote and (iii) otherwise comply with all legal requirements
applicable to such meeting.

12.14 Public Announcement. In the event that any party hereto determines
that an announcement or press release is appropriate under any circumstances
relating to the Agreement or the transaction contemplated hereby, the parties
shall consult with each other regarding form and content and timing of such
announcement or press release.

12.15 Filing of Tax Returns.

(a) The Sellers, severally (and not jointly), covenant to cause the
Companies', the BA Blocker Corp. Shareholders, severally (and not jointly),
covenant to cause BA Blocker Corp.'s and the Allied Blocker Corp. Shareholders,
severally (and not jointly), covenant to cause the Allied Blocker Corp.'s
federal, state and local Tax Returns for the taxable years or periods that end
on or prior to the Closing Date to be prepared and timely filed (all such Tax
Returns being "Seller Returns"). All such Seller Returns shall be prepared and
filed in a manner that is consistent with prior practice, except as required by
applicable law. The Sellers, severally (and not jointly), covenant to cause the
Companies', the BA Blocker Corp. Shareholders, severally (and not jointly),
covenant to cause BA Blocker Corp.'s and the Allied Blocker Corp. Shareholders,
severally (and not jointly), covenant to cause the Allied Blocker Corp.'s
federal, state and local Tax Returns for the taxable years or periods beginning
before and ending after the Closing Date ("Straddle Returns") to be prepared and
timely filed. The Sellers shall submit all Straddle Returns of the Company and
the BA Blocker Corp., and the Allied Blocker Corp. Shareholders shall submit all
Straddle Returns of the Allied Blocker Corp., to Buyer at least thirty (30) days
prior to the date they must be filed. Buyer shall notify Sellers, the BA Blocker
Corp. Shareholders, and Allied Blocker Corp. Shareholders, as applicable, of any
proposed revisions to such Straddle Returns within fifteen (15) days after
receipt of such Straddle Returns. Sellers, the BA Blocker Corp. Shareholders, or
Allied Blocker Corp. Shareholders, as applicable, and Buyer agree to attempt to
resolve in good faith any dispute concerning the reporting of any item of such
Straddle Return. In the event the Sellers, BA Blocker Corp. Shareholders, or
Allied Blocker Corp. Shareholders, as applicable, and the Buyer are unable to
resolve such dispute, the Accounting Expert shall resolve such dispute and
Sellers, BA Blocker Corp. Shareholders, or Allied Blocker Corp. Shareholders, as
applicable, and Buyer agree that the decision of such firm shall be binding and
conclusive on Sellers, BA Blocker Corp. Shareholders, or Allied Blocker Corp.
Shareholders, as applicable, and Buyer. The Sellers, BA Blocker Corp.
Shareholders, and Allied Blocker Corp. Shareholders, as applicable, and Buyer
hereby agree to provide each other with such cooperation and information as any
of them may reasonably request in filing any Seller Return, Straddle Return,
amended tax return or claim for refund, determining a liability for Taxes or a
right to refund of Taxes or participating in or conducting any audit or other
proceeding in respect of Taxes. Such cooperation shall include the retention and
provision of records and information relevant to any such return, audit
litigation or other proceedings. All such information shall be true, correct and
accurate.

(b) Buyer shall not file or cause to be filed any amendment with respect to
any Seller Return or any Straddle Return without the consent of the Sellers'
Representatives.

12.16 Certain Taxes and Fees. All transfer, documentary, sales, use,
stamp, registration and other such Taxes, and all conveyance fees, recording
charges and other fees and charges (including all penalties and interest)
incurred in connection with consummation of the transactions contemplated by
this Agreement shall be paid by the Company when due, and the Company will file
all necessary Tax Returns and other documentation with respect to such Taxes,
fees and charges.

12.17 Evidence of Title. Prior to Closing, Buyer, at its sole cost and
expense, may order title insurance commitments (the "Commitments") issued by a
licensed title insurer chosen by Buyer agreeing to issue to Buyer, on the
Closing Date, ALTA lender's policies of title insurance with respect to each
Site

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in form and substance satisfactory to Buyer. The Company shall cooperate with
Buyer in all respects in securing the Commitments; provided, however, that the
securing of such Commitments shall not constitute a condition precedent to
Buyer's obligation to consummate the transactions contemplated hereby.

12.18 Surveys. Prior to Closing, Buyer, at its sole cost and expense, may
order "AS BUILT" surveys (the "Surveys") of the Sites prepared by a surveyor
chosen by Buyer. Each Survey shall include such matters as Buyer shall require.
The Company shall cooperate with the Buyer in all respects in securing the
Surveys; provided, however, that the securing of such Surveys shall not
constitute a condition precedent to Buyer's obligation to consummate the
transactions contemplated hereby.

12.19 Environmental Audits. In the event that environmental audits for
any Site are warranted, in the opinion of Buyer, Buyer shall have prepared with
the cooperation of Sellers and the Company, if Buyer so chooses, such audits,
and the cost of such environmental audits shall be borne by the Buyer. The
environmental audits may include without limitation the following: (i) a
description of the scope of the engineer's investigation which shall include all
of the following: (a) a search and examination of the records of governmental
agencies (local, state and federal) on any environmental matters; (b) physical
inspection of the Sites to identify potential environmental problems (including
but not limited to asbestos, radon gas and underground storage tanks); (c) a
tour of the area around the Sites to determine potential source of environmental
problems; (d) a review of the location of federal, state, and local hazardous
waste sites in the vicinity and their effect on the Sites; (e) interviews of
employees of the Companies and owners of land adjacent to the Sites; and (f) a
review of the prior ownership and use of the Sites; and (ii) a written analysis
of the findings of the engineer's investigation. No soil or groundwater samples
shall be taken as part of such audit, except as reasonably required by Buyer at
reasonable times and with the Company having the right to have a representative
present.

12.20 Inspections, Reports and Studies. Prior to the Closing, Buyer may,
at Buyer's sole cost and expense, in each case at reasonable times and with the
Company having the right to have a representative present, perform a structural
and mechanical inspection (the "Inspection") of the Sites to determine that the
structural improvements (including but not limited to, the towers located
thereon), the mechanical and utility systems (including but not limited to, the
HVAC, plumbing, electric, gas and sewer) and the Assets are in good working
order and condition. The Company shall deliver to Buyer, within five (5)
business days after written request from Buyer, any information and data
pertaining to the Sites in the possession of any of the Companies including but
not limited to, any title work, surveys, soil boring tests, environmental
reports, engineering feasibility studies, land use plans, plans and
specifications, zoning permits, building permits, appraisals, inspection
reports, maintenance agreements and utility contracts, and Buyer may, at Buyer's
sole cost and expense, perform such further soil tests, engineering feasibility
studies, market feasibility studies and other tests and studies as it deems
necessary or desirable in connection with the Property (collectively, the
"Tests"). Buyer shall cause each of its agents, contractors, consultants or
other representatives performing any Tests, prior to entering upon any of the
Sites, to deliver to the Company evidence of liability insurance naming the
Company as an additional insured with a combined single limit of not less than
$5,000,000. During the course of the Inspection or any Tests, Buyer shall not
cause, and shall not suffer or permit to occur, any damage or injury to the
Assets or any portion thereof or any other property located in or on the Sites
and Buyer shall not cause, and shall not suffer or permit to occur, any material
interference with the management or operation of the Sites. If as a result of
any entry or activities conducted in, on or about the Sites by Buyer or any of
its agents, contractors, consultants or other representatives, whether prior to
or on or after the date of this Agreement, the Assets or any portion thereof
sustain or sustained any damage or other injury, Buyer shall be required to
accept the Assets subject to any such damage or injury without any claim or
offset on account thereof, and if the Closing shall fail to occur for any
reason, Buyer shall pay to Sellers, on demand, the cost to restore the Assets in
question to a condition which is near as possible to their original condition as
existed prior to such entry or activities.

12.21 Buyer's Actions. Buyer agrees that neither it nor any of its
Significant Subsidiaries shall knowingly take any actions, including the
acquisition of or agreement to acquire media interests (including

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the right to program broadcast stations), which would cause any delay of the
granting of FCC consent, or the expiration of any applicable waiting period or
early termination under the HSR Act.

12.22 Confidentiality. Except and to the extent required by law, Buyer,
Sellers and Sellers' Representatives hereby agree not to disclose or use, and to
cause their respective representatives and their respective subsidiaries and
their representatives not to disclose or use, any confidential information with
respect to any party hereto furnished, or to be furnished, by such party or
their respective representatives in connection with the transactions
contemplated by this Agreement at any time or in any manner other than in
connection with the transactions contemplated by this Agreement.

12.23 Voting Agreement; Class B Consent. Buyer has obtained an agreement
from Lewis W. Dickey, Jr., CML Holdings, LLC, and Richard W. Weening and each of
their Affiliates to vote their shares of Buyer in favor of this Agreement, the
issuance of the Merger Shares, Stock Consideration, Warrants and Warrant Shares
and the other actions required by this Agreement, a copy of which agreement has
been provided to the Sellers' Representatives, and the Class B Consent, a copy
of which has been provided to the Sellers' Representatives.

12.24 Information Provided by Sellers. The Sellers covenant and agree to
cause the Company and the Company warrants and agrees, to provide to Buyer such
information, including such information about the Entities as may be necessary
to enable Buyer to prepare and file with the SEC the Proxy Statement and the
Registration Statements, or any other appropriate registration statement under
the Securities Act, and the rules and regulations promulgated thereunder. The
Seller Parties covenant (i) that the information provided to be included in the
Proxy Statement at the time the Proxy Statement is first mailed to the
stockholders of Buyer, and at the time of the Buyer Shareholders Meeting, and
(ii) that the information provided to be included in any Registration Statement
at the time such Registration Statement is declared effective by the SEC, will
not contain any statement which, at such time and in light of the circumstances
under which it shall be made, is false or misleading with respect to any
material fact or shall omit to state any material fact necessary in order to
make the statements made therein not false or misleading, or omit to state any
material fact necessary to correct any statement in an earlier communication
with respect to the solicitation of proxies for the Buyer Shareholders Meeting
or with respect to the registration of the Merger Shares and Stock Consideration
which has become false or misleading.

12.25 Tax Matters. Simultaneously with the execution and delivery of this
Agreement, the Buyer Parties and BACI have received opinions from their
respective counsel to the effect that the BA Merger will qualify as a
reorganization pursuant to Section 368(a) of the Tax Code, and Buyer and BA
Blocker Corp. have delivered representation letters to each other's counsel in
agreed form supporting such opinions, and the Buyer Parties have delivered a
representation letter in agreed form to the Allied Blocker Corp. Shareholders
(the "Representation Letters"). The Buyer Parties and each Blocker Corp. and
Blocker Corp. Shareholders as applicable shall (i) take such actions, or refrain
from taking such actions, as may be reasonably necessary so that the BA Merger
and the Allied Merger each will qualify as a reorganization under the provisions
of Section 368(a) of the Code, (ii) in the case of the BA Merger, obtain
bring-down opinions of counsel referred to in Sections 4.1(d) and 4.2(e) and
deliver bring-down Representation Letters in connection therewith, and in the
case of the Allied Merger, deliver a bring-down Representation Letter, and (iii)
prepare or cause to be prepared all Tax Returns or other governmental filings
and reports and applicable books and records in accordance with the treatment of
the BA Merger and Allied Merger as reorganizations under Section 368(a) of the
Code, unless otherwise required by law.

12.26 Termination Payments. Should the Closing occur, Buyer covenants and
agrees to make, or cause the Company to make, to Frank Osborn the termination
payments and benefits described in Schedule 12.26 hereto. Frank Osborn
covenants, acknowledges and agrees that he is not entitled to any other payments
or benefits after the Closing Date in respect of the termination of his
employment with the Company.

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ARTICLE 13

TERMINATION

13.1 Termination. This Agreement may be terminated at any time prior to
Closing as follows:

(a) by mutual written consent of Buyer and Sellers' Representatives, on
behalf of Sellers;

(b) by written notice from Buyer, if each of the Buyer Parties is not then
in material breach of this Agreement, or by written notice from Sellers'
Representatives, if each of the Seller Parties is not then in material breach of
this Agreement, if any of the Seller Parties in case of such a notice by Buyer,
or any of the Buyer Parties in case of such a notice by the Sellers'
Representatives, has continued in material breach of this Agreement for thirty
(30) days after written notice of such breach from the terminating party is
received by the other party and such breach is not cured by the earlier of (i)
the last day of such 30-day period or (ii) the Closing Date (the "Cure Period");
provided, however, that if such breach cannot be reasonably cured within such
30-day period but can be cured before the Closing Date, and if diligent efforts
to cure promptly commence, then the Cure Period shall continue as long as such
diligent efforts to cure continue, but not beyond the Closing Date;

(d) as provided in Section 2.3;

(e) by written notice of Buyer to Sellers' Representatives, or by Sellers'
Representatives to Buyer if (i) the Requisite Buyer Vote shall not have been
obtained at a meeting of Buyer's shareholders held for such purpose, or (ii)
such meeting is not held on or before twelve (12) months after the date of this
Agreement;

(f) by written notice of Buyer to Sellers' Representatives if the Board of
Directors of Buyer after due consideration and in exercise of their fiduciary
duties shall have withdrawn its approval or recommendation of this Agreement and
the transactions contemplated hereby;

(g) by Buyer if any loss, damage or other occurrence prevents broadcast
transmissions by WEBE FM, WRKI FM, WPDH FM or WFAS FM for more than three
continuous days, provided that if Buyer does not terminate this Agreement
pursuant to this Section 13.1(g) within ten (10) days of notice by Sellers'
Representatives (which notice Sellers' Representative shall give as soon as
practicable after they become aware of any loss, damage or other occurrence
which is reasonably likely to prevent broadcast transmissions by any of the
listed Radio Stations for more than three continuous days), the Company shall
promptly restore transmissions and replace the damaged property in a manner
substantially similar to that previously conducted or existing (the "Sellers
Repairs") and, in such event, Buyer shall not be entitled to terminate this
Agreement by reason of such failure to broadcast. If the Sellers Repairs have
not been completed at the time the Closing would otherwise be held, then the
Closing shall be deferred until a date within 15 days after Sellers'
Representatives have notified Buyer of the completion of the Sellers Repairs,
the Closing Date to be selected by Sellers upon not less than five days' prior
notice to Buyer. If the Sellers Repairs have not been completed and Buyer is so
notified by the close of business on the tenth day following the date on which
the Closing would otherwise have occurred, Buyer may terminate this Agreement.
If the Closing Date would be after the period permitted by the FCC's Final
Order, Sellers and Buyer shall file an appropriate request with the FCC for an
extension of time within which to complete the Closing. Notwithstanding anything
in this Section 13.1(g) to the contrary, if the Sellers Repairs would cost in
the aggregate more than $1,000,000 in excess of amounts covered by insurance,
Sellers may terminate this Agreement unless Buyer agrees to bear the cost in
excess of $1,000,000 or waives the requirement to repair. The need for any
Sellers Repairs shall not constitute a breach by Sellers of any covenant,
representation or warranty hereunder, if Sellers fulfill their obligations under
this Section 13.1(g);

(h) by written notice of Sellers' Representatives to Buyer, or by Buyer to
Sellers' Representatives, if on or prior to the date Closing is to take place
pursuant to the provisions of Section 3.1 hereof, the condition set forth in
Section 4.1(f) hereof has not been satisfied;

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(i) by Sellers' Representatives if any loss, damage or other occurrence
prevents broadcast transmissions by twenty (20) of Buyer's radio stations for
more than three continuous days, provided that if Sellers' Representatives do
not terminate this Agreement pursuant to this Section 13.1(h) within ten (10)
days of notice by Buyer (which notice Buyer shall give as soon as practicable
after it becomes aware of any loss, damage or other occurrence which is
reasonably likely to prevent broadcast transmissions by twenty (20) of Buyer's
radio stations for more than three continuous days), Buyer shall, at Buyer's
expense, promptly restore transmissions and replace the damaged property in a
manner substantially similar to that previously conducted or existing (the
"Buyer Repairs") and, in such event, Sellers' Representatives shall not be
entitled to terminate this Agreement by reason of such failure to broadcast. If
the Buyer Repairs have not been completed at the time the Closing would
otherwise be held, then the Closing shall be deferred until a date within 15
days after Buyer has notified Sellers' Representatives of the completion of the
Buyer Repairs, the Closing Date to be selected by Buyer upon not less than five
days' prior notice to Sellers' Representatives. If the Buyer Repairs have not
been completed and Sellers' Representatives are so notified by the close of
business on the tenth day following the date on which the Closing would
otherwise have occurred, Sellers' Representatives may terminate this Agreement.
If the Closing Date would be after the period permitted by the FCC's Final
Order, Sellers and Buyer shall file an appropriate request with the FCC for an
extension of time within which to complete the Closing. Notwithstanding anything
in this Section 13.1(h) to the contrary, if the Buyer Repairs would cost in the
aggregate more than $1,000,000 in excess of amounts covered by insurance, Buyer
may terminate this Agreement unless Sellers agree to bear the cost in excess of
$1,000,000 or waives the requirement to repair. The need for any Buyer Repairs
shall not constitute a breach by the Buyer Parties of any covenant,
representation or warranty hereunder, if Buyer fulfills its obligations under
this Section 13.1(h);

(j) by written notice of Sellers' Representatives to Buyer, or by Buyer to
Sellers' Representatives if the Closing shall not have been consummated on or
before the date three hundred seventy (370) days after the date of this
Agreement provided that the terminating party is not then in breach or default.

13.2 Effect of Termination.

(a) Upon termination of this Agreement by any party, the other parties
shall thereafter remain liable for (i) breach of this Agreement prior to such
termination and (ii) payment and performance of the party's obligations under
Article 14 hereof.

(b) If this Agreement is terminated by (i) Buyer pursuant to Section
13.1(e) or (f) or (h) hereof, or (ii) by Sellers' Representatives pursuant to
Section 13.1(b) or (e)(i) hereof, or (iii) by Sellers' Representatives pursuant
to Section 13.1(e)(ii) or (h) hereof if, at the time of such termination, the
conditions set forth in Section 4.1(a), (b) and (c) shall have been satisfied,
or (iv) by BACI pursuant to Section 13.1(c) hereof and the conditions in
paragraph 2 of Schedule 13.1(c) are satisfied, the Company shall be entitled to
and Buyer shall deliver to the Company all Pre-Closing Escrow Shares in
accordance with and pursuant to the terms of the Pre-Closing Escrow Agreement.
In the case of the delivery of all of the Pre-Closing Escrow Shares to the
Company on behalf of Sellers as described in and in accordance with this Section
13.2, delivery of such Pre-Closing Escrow Shares shall constitute liquidated
damages and shall be the sole and exclusive remedy of Sellers for any and all
damages arising under or in connection with this Agreement, and, upon delivery
of such shares, neither Buyer nor any officers, directors, employees, agents,
representatives or stockholders of Buyer shall have any liability or further
obligation to any of Sellers under or in connection with this Agreement.

13.3 Specific Performance. Sellers agree that the Entities, the Shares
and the Membership Interests to be purchased hereunder include unique property
that cannot be readily obtained on the open market and that Buyer will be
irreparably injured if this Agreement is not specifically enforced. Therefore,
Buyer shall have the right specifically to enforce the performance of Sellers
under this Agreement without the necessity of posting any bond or other
security, and Sellers hereby waive the defense in any such suit that Buyer has
an adequate remedy at law and agrees not to interpose any opposition, legal or
otherwise, as to the propriety of specific performance as a remedy. The remedy
of specifically enforcing any or all of the provisions of this Agreement in
accordance with this Section 13.3 shall not be exclusive of any other

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rights and remedies which Buyer may otherwise have under this Agreement or
otherwise, all of which rights and remedies shall be cumulative.

ARTICLE 14

INDEMNIFICATION

14.1 General Obligation to Indemnify.

(a) Each of the Sellers, severally (and not jointly, in accordance with
their Subject Percentage Interest), hereby agrees to save, indemnify and hold
harmless Buyer from and against, and shall on demand reimburse the Buyer Parties
for any and all loss, liability, claim, damage, deficiency or injury, and all
costs and expenses (including counsel fees and costs of any suits related
thereto) (collectively, "Losses") (excluding any Losses related to Taxes)
suffered or incurred by the Buyer Parties by reason of any breach of warranty
set forth in Article 5 hereof, or pursuant to any certificate executed by the
Company and delivered to Buyer pursuant to or in connection with this Agreement,
or nonfulfillment of any covenant or agreement to be performed by or complied
with the Company under this Agreement.

(b) Each Member, severally (and not jointly), hereby agrees to save,
indemnify and hold harmless the Buyer Parties from and against, and shall on
demand reimburse the Buyer Parties for any and all Losses (excluding any Losses
related to Taxes) suffered or incurred by the Buyer Parties by reason of any
breach of warranty of such Member set forth in Article 6 or Article 11 hereof or
pursuant to any certificate executed by such Member and delivered to Buyer
pursuant to or in connection with this Agreement or nonfulfillment of any
covenant or agreement to be performed or complied with by such Member under this
Agreement.

(c) BACI hereby agrees to save, indemnify and hold harmless the Buyer
Parties from and against, and shall on demand reimburse the Buyer Parties for
any and all Losses (excluding any Losses related to Taxes) suffered or incurred
by the Buyer Parties by reason of any breach of warranty set forth in Article 7
or Article 11 hereof or pursuant to any certificate executed by the BA Blocker
Corp. and delivered to Buyer pursuant to or in connection with this Agreement.
BACI hereby agrees to save, indemnify and hold harmless the Buyer Parties from
and against, and shall on demand reimburse the Buyer Parties for all Losses
(excluding any Losses related to Taxes) suffered or incurred by the Buyer
Parties by reason of nonfulfillment of any covenant or agreement to be performed
or complied with by the BA Blocker Corp. under this Agreement or any liabilities
or obligations of BA Blocker Corp. of any nature based on events or conditions
occurring, existing or arising at any time on or prior to the Closing Date,
fixed or contingent, known or unknown, except in respect of Taxes which are the
subject of Section 14.2 hereof. Each BA Blocker Corp. Shareholder severally (and
not jointly), hereby agrees to save, indemnify and hold harmless the Buyer
Parties from and against and shall on demand reimburse the Buyer Parties by
reason of any breach of warranty of such BA Blocker Corp. Shareholder set forth
in Article 9 hereof or pursuant to any certificate executed by such BA Blocker
Corp. Shareholder and delivered to Buyer pursuant to or in connection with this
Agreement or nonfulfillment of any covenant or agreement to be performed or
complied in by such BA Blocker Corp. Shareholder under this Agreement.

(d) Each Allied Blocker Corp. Shareholder, severally (and not jointly, in
accordance with their Allied Percentage Interest), hereby agrees to save,
indemnify and hold harmless the Buyer Parties from and against, and shall on
demand reimburse the Buyer Parties for any and all Losses (excluding any Losses
related to Taxes) suffered or incurred by the Buyer Parties by reason of any
breach of warranty set forth in Article 8 or Article 11 hereof or pursuant to
any certificate executed by the Allied Blocker Corp. and delivered to Buyer
pursuant to or in connection with this Agreement, or nonfulfillment of any
covenant or agreement to be performed or complied with by the Allied Blocker
Corp. under this Agreement, or any liabilities or obligations of Allied Blocker
Corp. of any nature based on events or conditions occurring, existing or arising
at any time on or prior to the Closing Date, fixed or contingent, known or
unknown, except in respect of Taxes which are the subject of Section 14.2
hereof. Each Allied Blocker Corp. Shareholder severally (and not jointly),
hereby agrees to save, indemnify and hold harmless the Buyer

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Parties from and against, and shall on demand reimburse the Buyer Parties by
reason of any breach of warranty of such Allied Blocker Corp. Shareholder set
forth in Article 9 hereof or pursuant to any certificate executed by such Allied
Blocker Corp. Shareholder and delivered to Buyer pursuant to or in connection
with this Agreement or nonfulfillment of any covenant or agreement to be
performed or complied with by such Allied Blocker Corp. Shareholder under this
Agreement.

(e) Buyer hereby agrees to save, indemnify and hold harmless the Seller
Parties from, against and in respect of, and shall on demand reimburse the
Seller Parties for any and all Losses suffered or incurred by the Seller Parties
by reason of any breach of warranty by the Buyer Parties or nonfulfillment of
any covenant or agreement to be performed or complied with by the Buyer Parties
under this Agreement or in any certificate executed by any of the Buyer Parties
and delivered to the Seller Parties pursuant to or in connection with this
Agreement, including, without limitation, the Representation Letters executed by
the Buyer Parties.

14.2 Excluded Taxes; Indemnification by the Sellers.

(a) The Sellers, severally (and not jointly, in accordance with their
Subject Percentage Interest), agree to save, indemnify and hold harmless the
Buyer Parties from and against, and shall on demand reimburse the Buyer Parties
for all Losses suffered or incurred by the Buyer Parties in respect of all Taxes
(i) imposed on any of the Companies or for which any of the Companies may
otherwise be liable for any taxable year that ends on or before the Closing Date
and, with respect to any taxable year or period beginning before and ending
after the Closing Date, the portion of such taxable year or period ending on and
including the Closing Date, and (ii) imposed on any of the Companies as a result
of any breach of a representation or warranty contained in Section 5.17.

(b) The Allied Blocker Corp. Shareholders, severally (and not jointly, in
accordance with their Allied Percentage Interest), agree to save, indemnify and
hold the Buyer Parties harmless from and against, and shall on demand reimburse
the Buyer Parties for all Taxes (i) imposed on Allied Blocker Corp. or for which
Allied Blocker Corp. may otherwise be liable with respect to any taxable year or
period that ends on or before the Closing Date and with respect to any taxable
year or period beginning before and ending after the Closing Date, the portion
of such taxable year or period ending on and including the Closing Date (except
to the extent such Taxes arise from a breach of any Buyer Party's
representations in Section 10.17 hereof), and (ii) imposed on Allied Blocker
Corp. as a result of any breach of a representation and warranty contained in
Section 8.6, in either case that are not included or reflected in and as part of
Blocker Corp. Tax Amount.

(c) BACI agrees to save, indemnify and hold the Buyer Parties harmless from
and against, and shall on demand reimburse the Buyer Parties for all Taxes (i)
imposed on BA Blocker Corp. or for which BA Blocker Corp. may otherwise be
liable with respect to any taxable year or period that ends on or before the
Closing Date and with respect to any taxable year or period beginning before and
ending after the Closing Date, the portion of such taxable year or period ending
on and including the Closing Date (except to the extent such Taxes arise from a
breach of any Buyer Party's representations in Section 10.17 hereof), and (ii)
imposed on BA Blocker Corp. as a result of any breach of a representation and
warranty contained in Section 7.6, or as a result of any breach of a covenant,
representation or warranty in the Representation Letters executed by BA Blocker
Corp. in either case that are not included or reflected in and as part of
Blocker Corp. Tax Amount; provided that in the event that an indemnification
obligation of BACI arises under this Section 14.2(c) as a result of the failure
of the BA Merger to qualify as a reorganization under section 368(a)(1)(A) of
the Code for any reason other than a breach of BA Blocker Corp.'s
representations in Section 7.6 hereof, then such indemnification obligation
shall be reduced by any tax savings actually realized or to be realized by Buyer
for any taxable period by reason of such failure or the circumstances giving
rise thereto (based on reasonable assumptions relating to utilization and
applicable marginal tax rates and taking into account the time value of money
with a discount rate equal to Buyer's cost of capital during the prior year).

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(d) In the case of Taxes that are payable with respect to a taxable period
that begins before the Closing Date and ends after the Closing Date, the portion
of any such Tax that is allocable to the portion of the period ending on the
Closing Date shall be:

(i) in the case of any Taxes based upon or related to income or
receipts, the amount which would be payable if the taxable year ended or is
treated as ending as of the end of the Closing Date;

(ii) in the case of Taxes other than Taxes based upon or related to
income or receipts, the amount of such Taxes of the entire period,
multiplied by a fraction, the numerator of which is the number of calendar
days in the portion of the period beginning on the first day of the period
and ending on the Closing Date and the denominator of which is the number
of calendar days in the entire period; and

(iii) adjusted to exclude the effect of any extraordinary transactions
occurring at the direction of the Buyer Parties after the Closing but on
the Closing Date if such transactions are not contemplated by this
Agreement.

14.3 Survival and Other Matters. Each representation, warranty,
indemnity, covenant and agreement of each of the parties hereto shall survive
the Closing; provided, however, that no party shall be entitled to assert claims
against any other for misrepresentations or breach of warranty under or pursuant
to this Agreement unless the party asserting such claim shall notify the other
in writing of such claim within one (1) year after the Closing Date; provided,
however, that the foregoing limitations on the survival of representations and
warranties shall not apply to (i) any of the representations and warranties in
or pursuant to the first two sentences of Section 5.1(a) (Organization and
Ownership Structure), Section 5.1(b), the first sentence of Section 5.7(c)
(Title to Assets), Section 6.1 (Title to Membership Interests), Section 6.2
(Capacity, Power and Authority), the first two sentences of Section 7.1
(Organization and Standing), Section 7.2 (Capitalization), Section 7.5 (No
Investments, Operations, Liabilities), the first two sentences of Section 8.1
(Organizational Standing), Section 8.2 (Capitalization), Section 8.5 (No
Investments, Operations, Liabilities), Section 9.1 (Title to Shares), Section
9.2 (Capacity, Power and Authority), Section 10.1 (Organization and Standing)
and Section 10.2 (Capitalization), all of which shall survive indefinitely; (ii)
any of the representations and warranties in or pursuant to Section 5.13
(Environmental Matters), which shall survive Closing for a period ending on the
earlier of three (3) years from the Closing Date or the Environmental
Termination Date; and (iii) any of the representations and warranties in or
pursuant to Section 5.17 (Taxes), Section 7.6 (Taxes), Section 8.6 (Taxes),
Section 10.17 (Tax Representations), which shall survive for the statute of
limitations applicable thereto in respect of the subject matter thereof and
provided further that the indemnification obligation under Section 14.2 hereof
shall only survive for the statute of limitations applicable thereto in respect
of the subject matter thereof. The aggregate liability of the Sellers for
indemnification pursuant to Section 14.1 shall be first satisfied from the
Escrow Shares and Escrow Amount deposited with the Escrow Agent under the Escrow
Agreement, and proceeds therefrom, in accordance with the terms and conditions
thereof. Notwithstanding any of the foregoing, should the Closing occur, in no
event shall Sellers in the aggregate or Buyer have any liabilities under or
pursuant to this Agreement for any misrepresentation or breach of warranties or
covenants hereunder in excess of the Indemnification Cap, except in respect of
the representations and warranties referred to clauses (i) and (iii) of the
first sentence of this Section 14.3 or in the case of fraud or knowing or
intentional misrepresentation or breach, which shall not be subject to the
Indemnification Cap. Notwithstanding anything herein to the contrary, in no
event shall either Buyer on the one hand, or Sellers on the other hand, be
entitled to indemnification pursuant to Section 14.1 hereof until the aggregate
of all Losses for which indemnification is sought pursuant to Section 14.1
exceeds the Indemnification Threshold, after which Buyer or Sellers, as the case
may be, shall be entitled to be indemnified for all Losses, in excess of the
Indemnification Threshold, except in respect of the representations and
warranties referred to in clauses (i) and (iii) of the first sentence of this
Section 14.3, or the covenants contained in Sections 12.2(f), (g) and (h), or in
the case of fraud or knowing or intentional misrepresentation or breach, each of
which shall not be subject to the Indemnification Threshold; provided, further,
that Buyer shall not be entitled to indemnification pursuant to Section 14.1
hereof for claims made after the first

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anniversary of the Closing Date in respect of the representations and warranties
referred to in clause (ii) of the first sentence of this Section 14.3 until the
aggregate of all Losses for which indemnification is sought pursuant to Section
14.1 exceeds both the Indemnification Threshold and the Additional Threshold,
after which Buyer shall be entitled to be indemnified for all Losses in excess
of the Indemnification Threshold and Additional Threshold. In cases where the
Indemnification Threshold applies, no Seller shall be required to make any
payments on any Loss attributable to such Seller until the aggregate amount of
such Loss attributable to such Seller exceeds such Seller's Subject Percentage
Interest of the Indemnification Threshold. In cases where the Indemnification
Cap applies, for all Losses in respect of which the Sellers' indemnification
obligation hereunder is limited to their respective Subject Percentage Interest,
no Seller shall be required to make any payments in respect of such Losses in
excess of such Seller's Subject Percentage Interest of the Indemnification Cap.

14.4 Provisions Regarding Indemnification. If, within the applicable
survival period, any third party shall notify any Party (the "Indemnified
Party") with respect to any third party claim or the commencement of any tax
audit or any similar investigation by any taxing authority which may give rise
to a claim for indemnification against any other party (the "Indemnifying
Party") under this Article 14, then the Indemnified Party shall notify the
Indemnifying Party thereof promptly; provided, however, that no delay on the
part of the Indemnified Party in notifying the Indemnified Party shall relieve
the Indemnifying Party from any liability or obligation hereunder unless (and
then solely to the extent) the Indemnifying Party thereby is materially
prejudiced. In the event any Indemnifying Party notifies the Indemnified Party
within 20 days after the Indemnified Party has given notice of the matter that
the Indemnifying Party is assuming the defense thereof, (i) the Indemnifying
Party will defend the Indemnified Party against the matter with counsel of its
choice reasonably satisfactory to the Indemnified Party, (ii) the Indemnified
Party may retain separate co-counsel at its sole cost and expense (except that
the Indemnifying Party will be responsible for the fees and expenses of the
separate co-counsel to the extent the Indemnified Party concludes reasonably
that the counsel the Indemnifying Party has selected has a conflict of
interest), (iii) the Indemnified Party will not consent to any settlement with
respect to the matter without the written consent of the Indemnifying Party, and
(iv) without the written consent of the Indemnified Party, the Indemnifying
Party will not consent to the entry of any judgment with respect to the matter,
or enter into any settlement unless the Indemnifying Party pays all amounts in
full and such judgment or settlement includes a provision whereby the plaintiff
or claimant in the matter releases the Indemnified Party from all liability with
respect thereto.

14.5 Tax Consequences. Any payment received by the Buyer or the Seller
Parties under this Article shall be deemed to be an adjustment to the Aggregate
Purchase Price.

14.6 Exclusive Remedy. Following the Closing, the indemnification rights
provided by this Article 14 shall be the sole and exclusive remedy available
under contract, tort or other legal theories to the parties hereto for breach,
misrepresentation or default by any party under or in respect of this Agreement,
except in the case of fraud or knowing or intentional breach, misrepresentation
or default, and except for any equitable remedies that may be available to a
party.

ARTICLE 15

DEFINITIONS

As used herein, the terms used in this Article 15 shall have the meanings
set forth therein and herein unless the context otherwise requires, and such
terms shall be equally applicable to the singular and plural terms defined.

"Accounting Expert" means Arthur Andersen LLP.

"Additional Threshold" means $500,000.

"Affected Seller" has the meaning set forth in Section 16.11(f) hereof.

A-44

"Affiliate" of any particular Person means any other Person controlling,
controlled by or under common control with such particular Person, where
"control" means the possession, directly or indirectly, of the power to direct
the management and policies of a Person whether through the ownership of voting
securities or otherwise.

"Aggregate Purchase Price" means the aggregate of the Merger Shares, Stock
Consideration, Cash Consideration and Warrants.

"Agreement" means this Acquisition Agreement.

"Allied Blocker Acquisition Corp." means AA Blocker Acquisition Corp., a
Maryland corporation.

"Allied Blocker Acquisition Corp. Stock" means the entire authorized
capital stock of Allied Blocker Acquisition Corp.

"Allied Blocker Corp." means Allied Aurora Acquisition Corp., a Maryland
corporation.

"Allied Blocker Corp. Shareholders" means Allied Capital and Allied
Investment.

"Allied Blocker Corp. Stock" has the meaning set forth in Section 8.2.

"Allied Blocker Corp. Tax Amount" has the meaning set forth in Section
1.4(a).

"Allied Capital" means Allied Capital Corporation, a Maryland corporation.

"Allied Effective Time" has the meaning set forth in Section 1.2.2(b).

"Allied Investment" means Allied Investment Corporation, a Maryland
corporation.

"Allied Merger" has the meaning set forth in Section 1.2.2(a).

"Allied Merger Shares" has the meaning set forth in Section 1.2.2(f).

"Allied Percentage Interest" means with respect to any Allied Blocker Corp.
Shareholder, that percentage set forth for such Allied Blocker Corp. Shareholder
on Schedule 14.1(d).

"Allied Surviving Corporation" has the meaning set forth in Section
1.2.2(a).

"Articles of Merger" has the meaning set forth in Section 1.2.2(b).

"Assets" has the meaning set forth in Section 5.7(c) hereof.

"Aurora Holding" means Aurora Holding, L.L.C., a Delaware limited liability
company.

"Authorized Shares" has the meaning set forth in Section 10.2(a) hereof.

"BA Blocker Acquisition Corp." means BA Blocker Acquisition Corp., a
Delaware corporation.

"BA Blocker Acquisition Corp. Stock" means the entire authorized capital
stock of BA Blocker Acquisition Corp.

"BA Blocker Corp." means Aurora Management, Inc., a Delaware corporation.

"BA Blocker Corp. Shareholders" means BACI, together with Frank D. Osborn,
a resident of the State of Connecticut, and Frank G. Washington, a resident of
the State of California.

"BA Blocker Corp. Stock" has the meaning set forth in Section 7.2.

"BA Blocker Corp. Tax Amount" has the meaning set forth in Section 1.4(a).

"BA Effective Time" has the meaning set forth in Section 1.2.1(b).

"BA Merger" has the meaning set forth in Section 1.2.1(a).

"BA Merger Shares" has the meaning set forth in Section 1.2.1(f).

"BA Surviving Corporation" has the meaning set forth in Section 1.2.1(a).

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"BACI" means BancAmerica Capital Investors SBIC I, L.P., a Delaware limited
partnership.

"Balance Sheet Date" means September 30, 2001.

"Barter Agreements" has the meaning set forth in Section 5.18 hereof.

"Blocker Corp. Shareholders" means collectively, Allied Blocker Corp.
Shareholders and BA Blocker Corp. Shareholders.

"Blocker Corp. Tax" means and shall include all liabilities of any Blocker
Corp. for Taxes as of the Closing Date, giving effect for operations of such
Blocker Corp. through the Closing Date and all transactions occurring coincident
with or prior thereto, wherein such Tax liability shall include all Taxes
imposed on such Blocker Corp. or for which such Blocker Corp. may otherwise be
liable for any taxable year or period that ends on or before the Closing Date,
and, with respect to any taxable year or period that begins before and ends
after the Closing Date, the portion of such taxable year ending on and including
the Closing Date. In this regard, in the case of Taxes that are payable with
respect to a taxable period that begins before the Closing Date and ends after
the Closing Date, the portion of any such Tax that is allocable to the portion
of the period ending on the Closing Date shall be: (i) in the case of any Taxes
based upon or related to income or receipts, the amount of which would be
payable if the taxable year ended or is treated as ending as of the end of the
Closing Date; (ii) in the case of Taxes other than Taxes based upon or related
to income or receipts, the amount of such Taxes for the entire period,
multiplied by a fraction, the numerator of which is the number of calendar days
in the period ending on the Closing Date and the denominator of which is the
number of calendar days in the entire period; and (iii) adjusted to exclude the
effect of any extraordinary transactions occurring at the direction of the Buyer
Parties after the Closing but on the Closing Date if such transactions are not
contemplated by this Agreement.

"Blocker Corp. Tax Amount" has the meaning set forth in Section 1.4(a)
hereof.

"Blocker Corps." means BA Blocker Corp. and Allied Blocker Corp.

"Business" means the business, operations, obligations and activities of
all of the Companies collectively, useful for and in connection with the
Stations.

"Buyer" means Cumulus Media Inc., an Illinois corporation.

"Buyer Commission Authorizations" has the meaning set forth in Section
10.18 hereof.

"Buyer Material Adverse Effect" means any change or effect that is or would
be materially adverse to the Condition of Buyer and its subsidiaries, taken as a
whole.

"Buyer Material Contracts" has the meaning set forth in Section 10.10
hereof.

"Buyer Parties" means collectively, Buyer, BA Blocker Acquisition Corp. and
Allied Blocker Acquisition Corp.

"Buyer Proxy Statement" has the meaning set forth in Section 10.9(a)
hereof.

"Buyer Repairs" has the meaning set forth in Section 13.1(h) hereof.

"Buyer SEC Documents" has the meaning set forth in Section 10.6 hereof.

"Buyer Shareholders Meeting" has the meaning set forth in Section 12.13
hereof.

"Buyer Stations" means the radio stations owned and operated by Buyer and
its subsidiaries.

"Cash Consideration" means the payments described in clauses (i), (ii) and
(iii) of Section 1.3.3.

"Cash Percentage" means, with respect to any Member, that percentage of the
Cash Consideration set forth for such Member on Schedule 1 hereto.

"Certificate of Merger" has the meaning set forth in Section 1.2.1(b).

"Class A Common Stock" has the meaning set forth in Section 1.2.2(f)
hereof.

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"Class B Common Stock" has the meaning set forth in Section 1.2.1(f)
hereof.

"Class B Consent" means the written consent of the Consent Right Holders
(as that term is defined in the Articles of Incorporation of Buyer) to the
acquisition provided herein as required by the Articles of Incorporation of
Buyer.

"Class B Shareholder Agreement" means a Shareholder Agreement substantially
in the form of Exhibit 3.2(r) hereto.

"Closing" has the meaning set forth in Section 3.1 hereof.

"Closing Date" has the meaning set forth in Section 3.1 hereof.

"Closing Payment" or "Closing Payments" has the meaning set forth in
Section 1.3.3 hereof.

"Code" means the Internal Revenue Code of 1986, as amended.

"Commission" has the meaning set forth in the preamble hereto.

"Commitments" has the meaning set forth in Section 12.17 hereof.

"Communications Act" means the Communications Act of 1934.

"Companies" means Company, together with the Subsidiaries.

"Company" means Aurora Communications, LLC, a Delaware limited liability
company.

"Company Benefit Plans" has the meaning set forth in Section 5.14(a)
hereof.

"Company Material Adverse Effect" means any change or effect that is or
would be materially adverse to the Condition of the Companies, taken as a whole.

"Company LLC Agreement" means the Third Amended and Restated Limited
Liability Company Agreement of the Company, dated as of September 30, 1999, as
amended.

"Condition" means, with respect to any Person, the business, operations,
condition (financial or otherwise) or results of operations of such Person.

"Contracts" has the meaning set forth in Section 5.8(a) hereof.

"Cure Period" has the meaning set forth in Section 13.1(b) hereof.

"Delaware Code" means the General Corporation Law of the State of Delaware.

"Denial Order" has the meaning set forth in Section 2.3 hereof.

"EITF" means Emerging Issues Task Force.

"Entities" means the Company, Allied Blocker Corp. and BA Blocker Corp.

"Environmental Complaint" has the meaning set forth in Section 5.14(b)
hereof.

"Environmental Termination Date" means the date on which a transaction of
the type described in clauses (i) and (ii) of Schedule 12.4 hereto is
consummated; provided that for purposes of this definition, the "20%" in clause
(i) shall be deemed to be "50%".

"ERISA" means the Employee Retirement Income Security Act of 1974, as
amended.

"ERISA Affiliate" means with respect to a Person, any other Person that is
required to be aggregated with such Person under Section 4.14(b), (c), (m)
and/or (o) at any time prior to the Closing Date.

"ERISA Plan" has the meaning set forth in Section 5.14(a) hereof.

"Escrow Account" has the meaning set forth in Section 1.3.3 hereof.

"Escrow Agent" means SunTrust Bank, Atlanta.

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"Escrow Agreement" has the meaning set forth in Section 1.6 hereof.

"Escrow Amount" has the meaning set forth in Section 1.6 hereof.

"Escrow Shares" has the meaning set forth in Section 1.6 hereof.

"Exchange Act" means the Securities Exchange Act of 1934, as amended.

"Existing Aurora Credit Facilities" means (i) the Credit Agreement, dated
as of August 31, 1999, as amended May 8, 2001 among Aurora Holding, Heller
Financial, Inc., and the other agents and lenders party thereto and (ii) the
Subordinated Loan Agreement, dated as of September 10, 1999, as amended May 8,
2001, among the Subsidiaries, the Company, Aurora Holding, and the Allied
Blocker Corporation Shareholders.

"Existing Debt" means all indebtedness of Aurora Holding outstanding
immediately prior to the Closing under the Existing Aurora Credit Facilities,
including all principal, accrued interest, fees, any applicable prepayment
premiums and any other amounts then owing thereunder or payable in connection
with the discharge of such indebtedness.

"Existing Debt Payoff Amount" has the meaning set forth in Section 1.3.5
hereof.

"FASB" means Financial Accounting Standards for Broadcasters.

"FCC" has the meaning set forth in the preamble hereto.

"Final Order" has the meaning set forth in Section 2.4 hereof.

"Financial Statements" has the meaning set forth in Section 5.4(a) hereof.

"Financing" has the meaning set forth in Section 10.7 hereof.

"Financing Letter" has the meaning set forth in Section 10.7 hereof.

"FTC" means the Federal Trade Commission.

"GAAP" means United States generally accepted accounting principles.

"Governmental Authority" means any foreign, domestic, federal territorial,
state or local governmental authority, quasi-governmental authority,
instrumentality, court, government or self-regulatory organization, commission,
tribunal or organization or any regulatory, administrative or other agency, or
any political or other subdivision, department or branch of any of the
foregoing.

"Hazardous Discharge" has the meaning set forth in Section 5.13(b) hereof.

"Hazardous Substance" has the meaning set forth in Section 5.13(a) hereof.

"HSR Act" means the Hart-Scott-Rodino Antitrust Improvements Act of 1976,
as amended.

"Income Taxes" has the meaning set forth in Section 5.18(a) hereof.

"Indemnification Cap" means the amount set forth on Schedule 14.3 hereto.

"Indemnification Threshold" means $250,000.

"Indemnified Party" has the meaning set forth in Section 14.4 hereof.

"Indemnifying Party" has the meaning set forth in Section 14.4 hereof.

"Initial Order" means the Commission's issuance of its approval of the
transfer of control of the License Subsidiaries to Buyer or any entity
determined by Buyer in accordance with the terms of this Agreement and without
any condition which Buyer reasonably determines to be adverse to Buyer.

"Inspection" has the meaning set forth in Section 12.20 hereof.

"Investor Rights Agreement" means the Investor Rights Agreement among BACI,
BA Blocker Corp. Frank D. Osborn and Frank G. Washington, dated as of May 3,
1999, as amended.

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"Knowledge" or "Knows" in the case of the Company, means actual knowledge
of Frank Osborn, Vince Cremona and Michael Mangan; in the case of BACI means the
actual knowledge of Robert H. Sheridan III; in the case of Allied Capital,
actual knowledge of Thomas Westbrook; in the case of Allied Investment, means
the actual knowledge of Thomas Westbrook; in the case of any Buyer Party and any
of the Significant Subsidiaries means Lewis W. Dickey, Jr., Jonathan Pinch,
Martin Gausvik and John Dickey; in the case of an individual, means the actual
knowledge of such individual; in the case of a partnership, means the actual
knowledge of the managing general partner of such partnership; in the case of a
limited liability company, means the actual knowledge of the manager(s); in the
case of a corporation, means the actual knowledge of any officer of the
corporation.

"Leased Real Property" has the meaning set forth in Section 5.7(a) hereof.

"Legally Required Shareholder Vote" has the meaning set forth in Section
10.12.

"Lenders" means those Persons to which the Existing Debt is owed.

"License Subsidiaries" means Aurora of Bridgeport License Company, a
Delaware limited liability company; Aurora of Westchester License Company, LLC,
a Delaware limited liability company; Aurora of Danbury License Company, LLC, a
Delaware limited liability company; and Aurora of Poughkeepsie License Company,
LLC, a Delaware limited liability company.

"Liens" means any and all liens, pledges, charges, mortgages, security
interests, restrictions, easements, liabilities, claims, title defects,
encumbrances or rights of others of every kind and description.

"Losses" has the meaning set forth in Section 14.1(a) hereof.

"Market Value" means the greater of (i) a number equal to the average
closing market price per share (or if there is no sale on any such date, then
the average between the closing bid and asking price on any such day) for shares
of Class A Common Stock during the thirty (30) consecutive trading days ending
on the second (2nd) trading day prior to the Closing reported by Nasdaq; or (ii)
$12.00.

"Material Contracts" has the meaning set forth in Section 5.8 hereof.

"Members" means Heller Financial, Inc., a Delaware corporation; UnionBanCal
Venture Corporation, a Delaware corporation; Frank D. Osborn, a resident of the
State of Connecticut; Frank G. Washington, a resident of the State of
California; Vincent M. Cremona, a resident of the State of Connecticut; and
Aurora Management Group, LLC, a Delaware limited liability company.

"Membership Assignments" has the meaning set forth in Section 1.1 hereof.

"Membership Interests" has the meaning set forth in Section 1.1 hereof.

"Merger Shares" has the meaning set forth in Section 1.2.2(f) hereof.

"Merger Shares Registration Statement" means the registration statement on
Form S-3, or other applicable form of registration statement, prepared and filed
with the SEC by Buyer pursuant to the Registration Rights Agreement providing
for the resale of the shares of Class A Common Stock, and the Class A Common
Stock issuable upon conversion of the shares of Class B Common Stock comprising
the Merger Shares, the Stock Consideration, and the Warrant Shares.

"Nasdaq" means the Nasdaq Stock Market, Inc.

"Non-Compete Agreement" means the non-compete agreement referred to in
Section 12.11 hereof.

"Non-Compete Payments" has the meaning set forth in Section 1.3.4 hereof.

"Operating Subsidiaries" means Aurora of Bridgeport, LLC, a Delaware
limited liability company; Aurora of Westchester, LLC, a Delaware limited
liability company; Aurora of Danbury, LLC, a Delaware limited liability company;
and Aurora of Poughkeepsie, LLC, a Delaware limited liability company.

"Owned Real Property" has the meaning set forth in Section 5.7(a) hereof.

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"Permits" means all certificates, licenses, permits, franchises,
authorizations, variances, waivers, consents and approvals of any governmental
entity.

"Permitted Liens" has the meaning set forth in Section 5.7(c) hereof.

"Person" means any individual, corporation, partnership, limited liability
company, joint venture, association, joint stock company, trust, estate or
unincorporated organization.

"Pre-Closing Escrow Agent" means SunTrust Bank, Atlanta.

"Pre-Closing Escrow Agreement" has the meaning set forth in Section 1.5(a)
hereof.

"Pre-Closing Escrow Shares" has the meaning set forth in Section 1.5(a)
hereof.

"Pre-Closing Escrow Shares Registration Statement" means the registration
statement on Form S-3, or other applicable form of registration statement,
prepared and filed with the SEC by Buyer pursuant to the Registration Rights
Agreement providing for the resale of shares Class A Common Stock which comprise
the Pre-Closing Escrow Shares.

"Real Property" has the meaning set forth in Section 5.7(a) hereof.

"Receivables" has the meaning set forth in Section 5.9 hereof.

"Registration Rights Agreement" has the meaning set forth in Section 1.5(b)
hereof.

"Registration Statements" means the Pre-Closing Escrow Shares Registration
Statement and the Merger Shares Registration Statement.

"Requisite Buyer Vote" has the meaning set forth in Section 4.1(e) hereof.

"Representation Letters" has the meaning set forth in Section 12.25.

"Rule 144" has the meaning set forth in Section 11.3(a) hereof.

"SEC" means the Securities and Exchange Commission.

"Securities Act" means the Securities Act of 1933, as amended.

"Seller Commission Authorizations" has the meaning set forth in Section
5.6(b) hereof.

"Seller Parties" means collectively, Sellers' Representatives, the Company,
Blocker Corps. and Sellers.

"Seller Returns" has the meaning set forth in Section 12.15(a) hereof.

"Sellers' Repairs" has the meaning set forth in Section 13.1(g) hereof.

"Sellers' Representatives" means Frank Osborn, a resident of the State of
Connecticut and BACI.

"Sellers" means the Members and the Blocker Corp. Shareholders.

"Shares" means collectively, the issued and outstanding shares of BA
Blocker Corp. Stock and Allied Blocker Corp. Stock.

"Significant Subsidiary" means Caribbean Communications Company, Ltd.,
Cumulus Holdings, Inc., Cumulus Broadcasting, Inc., Cumulus Licensing
Corporation and Cumulus Wireless Services, Inc.

"Site" means each site owned or leased by any of the Companies on which a
tower used for the transmission of radio signals is located and each site owned
by any of the Companies on which improvements, including but not limited to
office buildings, are located.

"Stations" has the meaning set forth in the preamble hereto.

"Stock Consideration" has the meaning set forth in Section 1.3.2 hereof.

"Straddle Returns" has the meaning set forth in Section 12.15(a) hereof.

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"Subject Percentage Interest" means, with respect to any Seller, that
percentage set forth for such Seller on Schedule 1 hereto.

"Subsidiaries" means Operating Subsidiaries, License Subsidiaries and
Aurora Holding.

"Surveys" has the meaning set forth in Section 12.18 hereof.

"Surviving Representations" has the meaning set forth in Section 14.3
hereof.

"Taxes" or "Tax" means all taxes or other fiscal levies imposed by any
Governmental Authority, domestic or foreign, including without limitation, any
net income, alternative or add-on minimum, gross income, gross receipts, sales,
use, ad valorem, value added, transfer, franchise, profits, license,
registration, recording, documentary, conveyancing, gains, withholding, payroll,
employment, excise, severance, stamp, occupation, premium, property, or
environmental tax, custom, duty or other like assessment, together with any
interest, penalty, addition to tax or additional amount imposed or assessed by
any Governmental Authority with respect thereto.

"Tax Returns" means all federal, state, local or foreign returns or reports
with respect to Taxes, including declarations of estimated Tax.

"Tests" has the meaning set forth in Section 12.20 hereof.

"Title Company" has the meaning set forth in Section 12.17 hereof.

"Title Objections" shall have the meaning set forth in Section 12.17
hereof.

"Transaction Documents" means all documents, agreements and instruments to
be executed in connection with this Agreement.

"Transfer of Control Applications" has the meaning set forth in Section 2.2
hereof.

"URLS" has the meaning set forth in Section 5.12 hereof.

"Warrants" means the warrants to be issued under Article 1 in the form of
Exhibit 15 attached hereto.

"Warrant Shares" means the shares issued upon the exercise of Warrants.

ARTICLE 16

MISCELLANEOUS

16.1 Binding Agreement. All the terms and provisions of this Agreement
shall be binding upon, inure to the benefit of, and be enforceable by, the
parties hereto and their respective heirs, legal representatives, successors and
permitted assigns.

16.2 Assignment. This Agreement and all rights of Buyer hereunder shall
be assignable by Buyer to one or more subsidiaries or affiliates of Buyer, prior
to the Closing upon prior notice to Sellers, and after the Closing may be
assigned by Buyer in any manner they deem appropriate, in each case without the
consent of any of the Seller Parties, although Buyer shall remain liable for the
performance of any assignee in respect thereof, provided that such assignment
would not delay the Closing. This Agreement shall not be assignable by any of
the Seller Parties without the prior written consent of Buyer. No assignment
shall relieve the assigning party of its obligations hereunder.

16.3 Law To Govern. This Agreement shall be construed and enforced in
accordance with the internal laws of the State of Georgia, except in respect of
the BA Merger and Allied Merger which shall be governed by and construed and
enforced in accordance with the Delaware Code and Maryland Code, respectively.

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16.4 Notices. All notices shall be in writing and shall be deemed to have
been duly given if delivered personally or when deposited in the mail if mailed
via registered or certified mail, return receipt requested, postage prepaid to
the other party hereto at the following addresses:

if to Buyer, to:

Cumulus Media Inc.
3535 Piedmont Rd.
Building 14, 14th Floor
Atlanta, Georgia 30305
Attn: Lewis W. Dickey, Jr.

with a copy to:

Jones, Day, Reavis & Pogue
3500 SunTrust Plaza
303 Peachtree Street
Atlanta, GA 30308-3242
Attn: John E. Zamer, Esq.

if to the Company, to:

Aurora Communications, LLC
Three Stamford Landing
Suit 210
46 Southfield Avenue
Stamford, CT 06902
Attn: Mr. Frank Osborn

with copies to:

Paul, Weiss, Rifkind, Wharton & Garrison
1285 Avenue of the Americas
New York, NY 10019
Attn: Richard Borisoff, Esq.

if to any of Sellers: to the addresses listed on the signature pages hereto

if to Sellers' Representatives, to:

Frank Osborn
64 Hemlock Hill Road
New Canaan, CT 06848

and

BancAmerica Capital Investors SBIC I L.P.
100 N. Tryon Street, 25th Floor
Charlotte, NC 28255-0001
Attention: Robert H. Sheridan, III

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with copies to:

Paul, Weiss, Rifkind, Wharton & Garrison
1285 Avenue of the Americas
New York, NY 10019
Attn: Richard Borisoff, Esq.

or to such other addresses as any such party may designate in writing in
accordance with this Section 16.4.

16.5 Fees and Expenses. Except as expressly set forth in this Agreement,
each of the parties shall pay its own fees and expenses with respect to the
transactions contemplated hereby.

16.6 Entire Agreement. This Agreement and the Transaction Documents set
forth the entire understanding of the parties hereto in respect of the subject
matter hereof and may not be modified or amended except by a written agreement
specifically referring to this Agreement or the particular Transaction Document
signed by all of the parties hereto or thereto. This Agreement and the
Transaction Documents supersede all prior agreements and understandings among
the parties with respect to such subject matter.

16.7 Aurora Management Group, LLC Matters. The Sellers which are members
of Aurora Management Group, LLC, hereby covenant and agree to be liable for all
representations, warranties, covenants and obligations of Aurora Management
Group LLC as a Member and Seller hereunder, severally in accordance with their
respective interests in Aurora Management Group LLC as set forth on Schedule
16.7 hereto.

16.8 Waivers. Subject to applicable law, this Agreement may be amended or
supplemented only by a writing signed by Buyer, Sellers (subject to the last
sentence of this Section 16.8) and each other party hereto whose rights or
obligations are affected by such amendment or supplement. No waiver of
compliance with any provision or condition of this Agreement shall be effective
unless evidenced by a writing signed by the party against whom enforcement of
such waiver is sought. Notwithstanding the foregoing, any amendment, supplement
or waiver of any provision or condition of this Agreement shall be binding on
all of the Sellers (and Sellers' Representatives) if evidenced by a writing
signed by Sellers entitled to receive a majority of the consideration to be
received by Sellers hereunder or by Sellers' Representatives; provided that any
amendment, supplement or waiver that would change the amount, form or timing of
receipt of the consideration to be provided to Sellers by Buyer hereunder or
would otherwise materially adversely affect the rights of a Seller relative to
other Sellers shall not be effective unless signed by the affected Seller.

16.9 Severability. Any provision of this Agreement which is rendered
unenforceable by a court of competent jurisdiction shall be ineffective only to
the extent of such prohibition or invalidity and shall not invalidate or
otherwise render ineffective any or all of the remaining provisions of this
Agreement.

16.10 No Third-Party Beneficiaries. Nothing herein, express or implied,
is intended or shall be construed to confer upon or give to any person, firm,
corporation or legal entity, other than the parties hereto, any rights, remedies
or other benefits under or by reason of this Agreement or any documents executed
in connection with this Agreement.

16.11 Appointment of Sellers' Representatives.

(a) Each Seller appoints the Sellers' Representatives (with full power of
substitution) as his, her or its agent and attorney-in-fact to act for him, her
or it and in his, her or its name in connection with all matters related to this
Agreement and the Transaction Documents and the transactions contemplated by
this Agreement and the Transaction Documents, and each of them gives the
Sellers' Representatives full power and authority to deliver certificates or
other evidence of ownership for his, her or its Shares or Membership Interests,
as the case may be, to take all action contemplated to be taken by the Sellers'
Representatives under this Agreement and the Transaction Documents, to receive
on his, her or its behalf the purchase price for his, her or its Shares or
Membership Interests payable pursuant to Article II, to execute amendments,
supplements or waivers to this Agreement and the Transaction Documents (so long

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as such amendment has been properly authorized by Sellers pursuant to Section
17.7), to give and receive all notices and other communications relating to this
Agreement and Transaction Documents, and to execute any instruments and
documents that the Sellers' Representatives may determine necessary in the
exercise of their authority pursuant to this power of attorney, all without
notice to any of them and with the same effect as if they had themselves taken
such action; and each of the Sellers acknowledges and agrees that they shall be
bound by, and Buyer may rely and act upon, any action taken by Sellers'
Representatives on behalf of the Sellers and upon any instruments and documents
signed by Sellers' Representatives with the same force and effect as if Sellers
had themselves so acted. By their execution hereof, Sellers' Representatives
hereby accept such appointment and agree to act as Sellers' Representatives
under this Agreement and the Transaction Documents and in connection therewith.

(b) Sellers' Representatives shall not be liable to Sellers for any action
taken or omitted by Sellers' Representatives in good faith, and in no event
shall Sellers' Representatives be liable or responsible except for their own
gross negligence or willful misconduct. Sellers shall be liable, jointly and
severally, to hold Sellers' Representatives (acting in such capacity, but not in
their capacity as a Seller) harmless from, and to indemnify and reimburse
Sellers' Representatives for, all amounts paid by Sellers' Representatives
pursuant to this Agreement and the Transaction Documents and all Losses arising
in connection with any action, suit or claim arising under this Agreement and
the Transaction Documents, provided that Sellers' Representatives have not acted
with gross negligence, bad faith or willful misconduct with respect to any of
the events relating to such claims, liabilities, losses or expenses.

(c) The Sellers, severally (and not jointly, in accordance with their
Subject Percentage Interest) agree to save, indemnify and hold BACI harmless
from and against, and shall on demand reimburse BACI for all Taxes other than
federal, state and local income Taxes payable by BACI pursuant to Section
14.2(c).

(d) The Sellers, severally (and not jointly, in accordance with their
Subject Percentage Interest) agree to save, indemnify and hold each Sellers'
Representative harmless from and against, and shall on demand reimburse such
Sellers' Representatives for all costs, losses, claims, damages, disbursements,
liabilities and expenses, including reasonable costs of investigation, court
costs and attorney's fees for which such Sellers' Representative is liable
pursuant to Section 8 of the Escrow Agreement.

(e) Each Seller agrees to cooperate with the Sellers' Representatives in
all respects in order to enable the Sellers' Representatives to act on behalf of
such Seller under the relevant provisions of the Escrow Agreement, including
providing prompt responses, directions and instructions to the Sellers'
Representatives in response to any inquiries of such Seller by Sellers'
Representatives.

(f) Sellers' Representatives agree to provide each Seller with written
notice of any claim made against the Seller (the "Affected Seller") for
indemnification pursuant to Sections 14.1 and 14.2 of this Agreement and Section
4(a) of the Escrow Agreement within two business days of receipt of such claim
from Buyer. Sellers' Representatives shall give each Affected Seller an
opportunity to participate in the response to any claim, provided that the
Affected Seller responds promptly to the notice.

16.12 Choice of Law, Submission to Jurisdiction, Etc. Each Seller hereby
irrevocably submits to the nonexclusive jurisdiction of any federal court
sitting in the Northern District of Georgia, as Buyer may elect, in any suit,
action or proceeding arising out of or relating to this Agreement or any
document executed in connection herewith. Each Seller hereby irrevocably agrees
that all claims in respect to such suit, action or proceeding may be heard and
determined in any of such courts. Each Seller irrevocably waives, to the fullest
extent permitted by law, any objection which such Seller may now or hereafter
have to the laying of venue of any such suit, action or proceeding brought in
any such court, and each Seller further irrevocably waives any claim that such
suit, action or proceeding brought in any such court has been brought in an
inconvenient forum. Each Seller hereby expressly waives all rights of any other
jurisdiction which such Seller may now or hereafter have by reason of its
present or subsequent domiciles. Each Seller authorizes the service of process
upon such Seller by registered mail sent to the Seller at its address set forth
on the signature page hereof. Each Seller hereby irrevocably and unconditionally
waives,

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to the fullest extent permitted by law, trial by jury in any legal action or
proceeding relating to this Agreement and for any counterclaim therein.

16.13 Counterparts. This Agreement may be executed in any number of
counterparts, each of which shall be deemed an original but all of which shall
constitute one and the same agreement.

16.14 Headings. The Section and paragraph headings contained herein are
for the purposes of convenience only and are not intended to define or limit the
contents of said Sections and paragraphs.

16.15 Use of Terms. Whenever required by the context, any pronoun used in
this Agreement shall include the corresponding masculine, feminine or neuter
forms, and the singular form of nouns, pronouns and verbs shall include the
plural and vice versa. The use of the words "include" or "including" in this
Agreement shall be by way of example rather than by limitation. Reference to any
agreement, document or instrument means such agreement, document or instrument
as amended or otherwise modified from time to time in accordance with the terms
thereof. Unless otherwise indicated, reference in this Agreement to a "Section"
or Article" means a Section or Article, as applicable, of this Agreement. When
used in this Agreement, words such as "herein", "hereinafter", "hereof",
"hereto", and "hereunder" shall refer to this Agreement as a whole, unless the
context clearly requires otherwise. The use of the words "or," "either" and
"any" shall not be exclusive. The parties hereto have participated jointly in
the negotiation and drafting of this Agreement. In the event an ambiguity or
question of intent or interpretation arises, this Agreement shall be construed
as if drafted jointly by the parties hereto, and no presumption or burden of
proof shall arise favoring or disfavoring any party by virtue of the authorship
of any of the provisions of this Agreement.

16.16 Survival. The provisions of Section 12.22, and Articles 13, 14, 15
and 16 hereof shall survive the termination of this Agreement.

[SIGNATURES ON THE NEXT PAGE]

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IN WITNESS WHEREOF, the parties have duly executed this Agreement as of the
date first above written.

CUMULUS MEDIA INC.

By: /s/ LEWIS W. DICKEY, JR.
------------------------------------
Lewis W. Dickey, Jr., Chairman and
CEO

BA BLOCKER ACQUISITION CORP.

By: /s/ LEWIS W. DICKEY, JR.
------------------------------------
Lewis W. Dickey, Jr., President

AA BLOCKER ACQUISITION CORP.

By: /s/ LEWIS W. DICKEY, JR.
------------------------------------
Lewis W. Dickey, Jr., President

AURORA COMMUNICATIONS, LLC

By: AURORA MANAGEMENT, INC., as
sole manager

By: /s/ FRANK D. OSBORN
------------------------------------
Name: Frank D. Osborn
Title: President

Address: 3 Stanford Landing
46 Southfield Avenue, Suite
210
Stamford, CT 06902

A-56

AURORA MANAGEMENT, INC.

By: /s/ FRANK D. OSBORN
----------------------------------
Name: Frank D. Osborn
Title: President

Address: 3 Stanford Landing
46 Southfield Avenue, Suite
210
Stamford, CT 06902

ALLIED AURORA ACQUISITION CORP.

By: /s/ THOMAS H. WESTBROOK
------------------------------------
Name: Thomas H. Westbrook
Title: President

Address: 1919 Pennsylvania Avenue NW
Washington, DC 20006-3434

BLOCKER CORP. SHAREHOLDERS:

BANCAMERICA CAPITAL INVESTORS
SBIC I, L.P., AS SELLERS

By: BANCAMERICA CAPITAL
MANAGEMENT SBIC I, LLC, its
general partner

By: BANCAMERICA CAPITAL
MANAGEMENT I, L.P., its sole
member

By: BACM I GP, LLC, its general
partner

By: /s/ ROBERT H. SHERIDAN III
------------------------------------
Name: Robert H. Sheridan III
Title: Managing Director

A-57

Address: Bank of America Corporate
Center
25th Floor

100 North Tryon Street

Charlotte, NC 28255-0001

/s/ FRANK D. OSBORN
--------------------------------------
Frank D. Osborn

Address: 64 Hemlock Hill Road
New Canaan, CT 06840

/s/ FRANK G. WASHINGTON
--------------------------------------
Frank G. Washington

Address: 601 University Avenue, Suite
211
Sacramento, CA 95825

ALLIED CAPITAL CORPORATION

By: /s/ THOMAS H. WESTBROOK
------------------------------------
Name: Thomas H. Westbrook
Title: Managing Director

Address: 1919 Pennsylvania Avenue NW
Washington, DC 20006-3434

ALLIED INVESTMENT CORPORATION

By: /s/ THOMAS H. WESTBROOK
------------------------------------
Name: Thomas H. Westbrook
Title: Managing Director

Address: 1919 Pennsylvania Avenue NW
Washington, DC 20006-3434

A-58

MEMBERS:

FRANK D. OSBORN
ALLISON WAITE OSBORN
CAROLINE LADNER OSBORN
ELIZABETH ANDREW OSBORN
FRANK WILLIAM OSBORN
KATHERINE NELSON OSBORN

/s/ FRANK D. OSBORN
--------------------------------------
Frank D. Osborn, on behalf of himself
and as Attorney-in-Fact

Address: 64 Hemlock Hill Road
New Canaan, CT 06840

/s/ FRANK G. WASHINGTON
--------------------------------------
Frank G. Washington

Address: 601 University Avenue, Suite
211
Sacramento, CA 95825

/s/ VINCENT M. CREMONA
--------------------------------------
Vincent M. Cremona

Address: Two Lafayette Square
350 Fairfield Avenue
Bridgeport, CT 06604

HELLER FINANCIAL, INC.

By: /s/ DAVID J. ALIEN
------------------------------------
Name: David J. Alien
Title: Vice President

Address: 500 West Monroe Street
Chicago, IL 60661

A-59

UNIONBANCAL VENTURE CORPORATION

By: /s/ J. KEVIN SAMPSON
----------------------------------
Name: J. Kevin Sampson
Title: Vice President

By: /s/ DAVID BONROUMI
------------------------------------
Name: David Bonroumi
Title: Vice President

Address: Private Capital Group
445 South Figueroa Street,
16th Floor
Los Angeles, CA 90071

AURORA MANAGEMENT GROUP, LLC

By: /s/ FRANK D. OSBORN
------------------------------------
Frank D. Osborn, Authorized Person

A-60

SELLERS' REPRESENTATIVES, AS
ATTORNEY-IN-FACT AND ON BEHALF OF
SELLERS

/s/ FRANK D. OSBORN
--------------------------------------
Frank D. Osborn

Address: 64 Hemlock Hill Road
New Canaan, CT 06840

BANCAMERICA CAPITAL INVESTORS SBIC I,
L.P., AS SELLERS

By: BANCAMERICA CAPITAL
MANAGEMENT SBIC I, LLC, its
general partner

By: BANCAMERICA CAPITAL
MANAGEMENT I, L.P., its sole
member

By: BACM I GP, LLC, its general
partner

By: /s/ ROBERT H. SHERIDAN III
------------------------------------
Name: Robert H. Sheridan III
Title: Managing Director

Address: Bank of America Corporate
Center
25th Floor

100 North Tryon Street

Charlotte, NC 28255-0001

The undersigned agrees to be bound
by the provisions of Section 16.7 as
if he were a Seller.

/s/ MICHAEL F. MANGAN
---------------------------------------------------------
Michael F. Mangan

A-61

APPENDIX B-1

(LETTERHEAD OF GREENBRIDGE PARTNERS LLC)

November 18, 2001

The Board of Directors
Cumulus Media Inc.
3535 Piedmont Road
Building 14, 14th Floor
Atlanta, GA 30305

Members of the Board:

Cumulus Media Inc. ("Cumulus") plans to acquire all of the membership
interests in Aurora Communications, LLC ("Aurora") pursuant to the terms of the
Acquisition Agreement (the "Agreement"), substantially in the form of the draft
dated November 15, 2001 (the "Acquisition"). As a result of the Acquisition, the
Seller Parties (as defined in the Agreement) will receive (i) cash of $93
million; (ii) 1,584,370 shares of the Class A Common Stock of Cumulus, par value
$0.01; (iii) 8,966,811 shares of the Class D non-voting Common Stock of Cumulus,
par value $0.01 per share; and (iv) a Warrant to purchase $10 million of Class A
Common Stock of Cumulus (together (i) through (iv), the "Total Consideration").
The terms, conditions and structure of the Acquisition are more fully set forth
in the Agreement.

You have asked us whether, in our opinion, the Total Consideration is fair
from a financial point of view to Cumulus.

In arriving at the opinion set forth below, we have, among other things:

(1) Reviewed certain publicly available business and financial
information relating to Cumulus that we deemed to be relevant including (a)
the Annual Report on Form 10-K and related audited financial statements for
the two years ended December 31, 2000 and (b) Quarterly Reports on Form
10-Q and related unaudited financial statements for the quarterly periods
ending March 31, 2000, June 30, 2000, September 30, 2000, March 31, 2001,
June 30, 2001, and September 30, 2001;

(2) Reviewed certain business and financial information provided by
Aurora's management relating to Aurora that we deemed to be relevant
including (a) audited financial statements for the fiscal year ended
December 31, 2000 and the period January 20, 1999 (commencement of
operations) to December 31, 1999 for Aurora Communications, LLC (b) audited
financial statements for the two fiscal years ended December 31, 2000 and
December 31, 1999, respectively, for The Crystal Radio Group, (c) unaudited
pro forma monthly income statements for the nine months ended September 30,
2001 provided by Aurora management, and (d) the Financing Memorandum
prepared by Bank of America Capital Investors dated March 27, 2001.

(3) Reviewed certain information, including financial forecasts,
relating to the business, earnings, cash flow, assets, liabilities and
prospects of Cumulus and Aurora, as well as the amount and timing of the
cost savings and related expenses and synergies expected to result from the
Acquisition furnished to us by Cumulus and Aurora, respectively;

(4) Conducted discussions with members of senior management and
representatives of Aurora and Cumulus concerning the matters described in
clauses 1 through 3 above, as well as their respective businesses and
prospects before and after giving effect to the Acquisition and the
expected cost savings and synergies;

(5) Discussed with the management teams Cumulus Media and Aurora the
impact of the terrorist attacks which occurred on September 11, 2001 on
each company's businesses and prospects;

B-1-1

(6) Reviewed the market prices and valuation multiples for the Class A
Common Stock of Cumulus and compared them with those of certain publicly
traded companies that we deemed to be relevant;

(7) Reviewed the implied valuation multiples for Aurora and compared
them with those of private market radio station sales and certain publicly
traded companies that we deemed to be relevant;

(8) Reviewed the results of operations of Aurora and Cumulus and
compared them with those of certain publicly traded companies that we
deemed to be relevant;

(9) Compared the proposed financial terms of the Acquisition with the
financial terms of certain other transactions that we deemed to be
relevant;

(10) Reviewed the potential pro forma impact of the Acquisition on
Cumulus;

(11) Reviewed a draft dated November 15, 2001 of the Agreement; and

(12) Reviewed such other financial studies and analyses and took into
account such other matters as we deemed necessary, including our assessment
of general economic, market and monetary conditions, as well as our
experience in connection with similar transactions and securities valuation
generally.

In preparing our opinion, we have, with your permission, assumed and relied
on the accuracy and completeness of all information supplied or otherwise made
available to us, discussed with or reviewed by or for us, or publicly available,
and we have not assumed any responsibility for independently verifying such
information or undertaken an independent evaluation or appraisal of any of the
assets or liabilities (contingent or otherwise) of Aurora or Cumulus or been
furnished with any such evaluation or appraisal. In addition, we have not
assumed any obligation to and did not conduct any physical inspection of the
properties or facilities of Aurora or Cumulus. With respect to the financial
forecast information and the expected cost savings and synergies furnished to or
discussed with us by Aurora or Cumulus, we have assumed that they have been
reasonably prepared and reflect the best currently available estimates and
judgment of Aurora's or Cumulus's managements as to the expected future
financial performance of Aurora or Cumulus, as the case may be, and the expected
cost savings and synergies. We have made no independent investigation of any
legal matters and accounting advice given to such parties and their respective
boards of directors, including, without limitation, advice as to the accounting
and tax consequences of the Acquisition. We have assumed that the final form of
the Agreement will be substantially similar to the November 15, 2001 draft
reviewed by us and that the Acquisition will be consummated in accordance with
the terms set forth therein and without waiver of any of the material conditions
to the Acquisition set forth in the Agreement.

Our opinion is necessarily based upon market, economic and other conditions
as they exist and can be evaluated on, and on the information made available to
us as of, the date hereof. Existing conditions are subject to rapid, substantial
and unpredictable changes and such changes could impact our opinion. We have
assumed that in the course of obtaining the necessary regulatory or other
consents or approvals (contractual or otherwise) for the Acquisition, no
restrictions, including any divestiture requirements or amendments or
modifications, will be imposed that will have a material adverse effect on the
contemplated benefits of the Acquisition.

We have been retained to render our opinion to the Board of Directors of
the Company in connection with the Acquisition and will receive a fee for our
services. In arriving at our opinion we were not authorized to and did not
negotiate with Aurora or its representatives regarding the terms of the
Acquisition Agreement. In addition, Cumulus has agreed to indemnify us for
certain liabilities arising out of our engagement.

This opinion is for the use and benefit of the Board of Directors of
Cumulus in its evaluation of the proposed Acquisition. We have not been asked to
consider, and our opinion does not address, the merits of the underlying
decision by Cumulus to engage in the Acquisition, the merits of the Acquisition
over any
B-1-2

alternative business transaction or strategies that might exist for Cumulus or
the effect of any other transaction in which Cumulus might engage. As you are
aware, we did not participate in negotiations with respect to the terms of the
Acquisition and we were not requested to and did not provide advice concerning
the structure, the specific amount of the Total Consideration or any other
aspects of the Acquisition, or to provide services other than the delivery of
this opinion. Our opinion also is not intended to and does not constitute a
recommendation of the Acquisition or a recommendation to any shareholder of
Cumulus as to how such shareholder should vote on the proposed Acquisition or
any matter related thereto. We are not expressing any opinion herein as to the
prices at which the Class A Common Stock of Cumulus will trade following the
announcement or consummation of the Acquisition. Our opinion may not be
published or otherwise used or referred to, nor shall any public reference to
Greenbridge Partners LLC be made, without our prior written consent.

On the basis of and subject to the foregoing, our experience as investment
bankers, our work as described above and other factors we deemed relevant, we
are of the opinion that, as of the date hereof, the Total Consideration is fair
from a financial point of view to Cumulus.

Very truly yours,

GREENBRIDGE PARTNERS LLC

By: /s/ Michael Yagemann
------------------------------------
Michael Yagemann
Managing Member

B-1-3

APPENDIX B-2

(LETTERHEAD OF GREENBRIDGE PARTNERS LLC)

January 23, 2002

The Board of Directors
Cumulus Media Inc.
3535 Piedmont Road
Building 14, 14th Floor
Atlanta, GA 30305

Members of the Board:

On November 18, 2001 Greenbridge Partners LLC ("we") delivered an oral
opinion, confirmed in writing on that date (the "Opinion"), that, as of that
date and subject to the various assumptions, limitations, and qualifications
described in the opinion, the Total Consideration (as defined in the Opinion)
that Cumulus Media Inc. ("Cumulus") was to pay to acquire all of the membership
interests in Aurora Communications, LLC ("Aurora") pursuant to the terms of the
Acquisition Agreement (the "Agreement"), substantially in the form of the draft
dated November 15, 2001 (the "Acquisition"), was fair from a financial point of
view to Cumulus.

You have informed us that, subsequent to the delivery of our opinion,
Cumulus and the Seller Parties have negotiated a proposed amendment to the
Agreement (the "Amendment"). We understand that the primary result of the
Amendment is that the non-voting Common Stock component of the Total
Consideration is to be changed from 8,966,811 shares of a proposed Class D
non-voting Common Stock to the same number of shares of the Class B non-voting
Common Stock of Cumulus, par value $0.01 per share. The Amendment also adds as a
condition to the closing of the Acquisition that Cumulus and BancAmerica Capital
Investors SBIC I, L.P. ("BACI") enter into a Shareholder Agreement which limits
some of the rights that it would otherwise have as a holder of the Class B
Common Stock and grants to BACI certain rights to exchange shares of Class A
Common Stock into Class B Common Stock.

We have reviewed a draft of the Amendment dated January 23, 2002,
including, as Exhibit 3.2 thereto, a draft of the Shareholder Agreement. Subject
to the assumptions, limitations and qualifications set forth in the Opinion, and
based on our experience as investment bankers, our work as described in the
Opinion, our review of the Amendment (including the Shareholder Agreement) and
such other factors as we deemed relevant, we confirm to you that our Opinion
would not have been adversely affected if the changes detailed in the Amendment
(including the inclusion of the Shareholder Agreement as a condition to the
closing of the Acquisition) had been incorporated in the Agreement on the date
of our Opinion.

This confirmation is for the use and benefit of the Board of Directors of
Cumulus in its evaluation of the proposed Acquisition. Use of this confirmation
is subject to the same terms, conditions and limitations as are applicable to
the Opinion.

Very truly yours,

GREENBRIDGE PARTNERS LLC

By: /s/ MICHAEL YAGEMANN
------------------------------------
Michael Yagemann
Managing Member

B-2-1

APPENDIX C

AGREEMENT AND PLAN OF MERGER

DATED AS OF DECEMBER 14, 2001

TABLE OF CONTENTS

PAGE
----

ARTICLE 1. DEFINITIONS................................................. C-1
1.1. Definitions................................................. C-1
ARTICLE 2. PURCHASE AND SALE; MERGERS.................................. C-7
2.1. Purchased Assets............................................ C-7
2.2. Excluded Assets............................................. C-9
2.3. Assumed Liabilities and Assumed Commitments................. C-9
2.4. Excluded Liabilities........................................ C-10
2.5. Mt. Juliet Merger........................................... C-11
2.6. Phoenix Merger.............................................. C-11
2.7. Effective Time.............................................. C-11
2.8. Effects of the Mergers...................................... C-11
2.9. Certificates of Incorporation and By-Laws................... C-11
2.10. Directors and Officers...................................... C-11
2.11. Tax Consequences............................................ C-11
ARTICLE 3. PURCHASE PRICE.............................................. C-12
3.1. Purchase Price.............................................. C-12
3.2. Determination of Final Balance Sheet........................ C-12
3.3. Payment of Purchase Price and Agreed Adjustment Amounts..... C-13
3.4. Allocation of Purchase Price and Assumed Liabilities........ C-14
3.5. Confirmation of Assumed Liabilities......................... C-14
3.6. Payment of Certain Taxes and Expenses....................... C-15
3.7. Limit on Buyer Obligation................................... C-15
ARTICLE 4. CLOSING..................................................... C-16
4.1. Closing..................................................... C-16
4.2. Documents to be Delivered to Buyer.......................... C-16
4.3. Documents to be Delivered to Seller......................... C-18
4.4. Form of Documents........................................... C-19
ARTICLE 5. REPRESENTATIONS AND WARRANTIES REGARDING SELLER............. C-19
5.1. Organization; Authority; Agreement Binding.................. C-19
5.2. Organization and Operation of Merged Companies and Phoenix
of Hendersonville........................................... C-19
5.3. Ownership Interests and Related Matters..................... C-20
5.4. Absence of Conflicts........................................ C-20
5.5. No Violation, Litigation or Regulatory Action............... C-21
5.6. Financial Statements........................................ C-21
5.7. No Undisclosed Liabilities.................................. C-22
5.8. Operations Since December 31, 2000.......................... C-22
5.9. Taxes....................................................... C-23
5.10. Title to and Condition of Assets............................ C-24
5.11. Real Property............................................... C-25
5.12. Personal Property........................................... C-26
5.13. Personal Property Leases.................................... C-26
5.14. Governmental Permits........................................ C-26

C-i

PAGE
----

5.15. Intellectual Property....................................... C-27
5.16. Employees and Related Agreements............................ C-28
5.17. Employee Relations.......................................... C-30
5.18. Contracts................................................... C-31
5.19. Status of Contracts......................................... C-32
5.20. Environmental Matters....................................... C-32
5.21. No Advisor.................................................. C-33
5.22. Bank Accounts, Guarantees and Powers........................ C-33
5.23. Insurance................................................... C-33
5.24. Indebtedness of Insiders.................................... C-33
5.25. Compliance with FCC Requirements............................ C-33
5.26. Books and Records........................................... C-34
5.27. DBBC's Investment Intent.................................... C-34
5.28. Disclosure.................................................. C-34
ARTICLE 6. REPRESENTATIONS AND WARRANTIES OF BUYER..................... C-34
6.1. Organization of Buyer....................................... C-34
6.2. Authority of Buyer; Agreement Binding....................... C-34
6.3. Capitalization.............................................. C-34
6.4. Absence of Buyer Conflicts.................................. C-35
6.5. No Litigation............................................... C-35
6.6. No Advisor.................................................. C-35
6.7. Disclosure.................................................. C-35
ARTICLE 7. ACTION PRIOR TO THE CLOSING DATE............................ C-35
7.1. Investigation of Seller by Buyer............................ C-35
7.2. Preserve Accuracy of Representations and Warranties......... C-36
7.3. Consents of Third Parties................................... C-36
7.4. Operations Prior to the Closing Date........................ C-36
7.5. Antitrust Law Compliance.................................... C-37
7.6. FCC Consent and Control of Stations......................... C-38
7.7. Other Governmental Approvals................................ C-38
7.8. Environmental Audits........................................ C-38
7.9. Shareholder Meeting; SEC Filings............................ C-39
ARTICLE 8. CONDITIONS TO CLOSING....................................... C-39
8.1. Conditions to the Obligations of Buyer...................... C-39
8.2. Conditions to the Obligations of Seller..................... C-41
8.3. Reimbursement of Expenses................................... C-42
ARTICLE 9. ADDITIONAL AGREEMENT OF THE PARTIES......................... C-42
9.1. Conveyance and Transfer of Owned Real Property.............. C-42
9.2. Taxes....................................................... C-43
9.3. Business Employees and Employee Benefit Plans............... C-44
9.4. Post-Closing Remittances.................................... C-45
9.5. Insurance After Closing..................................... C-45
9.6. Financial, Sales and FCC Reports............................ C-45

C-ii

PAGE
----

9.7. Public Announcement......................................... C-45
9.8. Fees of Buyer's Counsel..................................... C-46
ARTICLE 10. TERMINATION................................................. C-46
10.1. Termination................................................. C-46
10.2. Notice of Termination....................................... C-46
10.3. Effect of Termination....................................... C-46
ARTICLE 11. INDEMNIFICATION............................................. C-47
11.1. Indemnification by Seller................................... C-47
11.2. Indemnification by Buyer.................................... C-47
11.3. Notice of Claims............................................ C-48
11.4. Third Person Claims......................................... C-48
11.5. Indemnification Funds....................................... C-49
11.6. Exclusive Remedy............................................ C-49
11.7. Subrogation................................................. C-49
11.8. Adjustment to the Purchase Price............................ C-49
ARTICLE 12. GENERAL PROVISIONS.......................................... C-49
12.1. Notices..................................................... C-49
12.2. Confidential Nature of Information.......................... C-50
12.3. Entire Agreement; Amendments................................ C-50
12.4. Successors and Assigns...................................... C-51
12.5. Interpretation.............................................. C-51
12.6. Waivers..................................................... C-51
12.7. Expenses.................................................... C-51
12.8. Partial Invalidity.......................................... C-51
12.9. Execution in Counterparts................................... C-52
12.10. Governing Law............................................... C-52
12.11. Submission to Jurisdiction; Specific Performance............ C-52
12.12. Further Assurances.......................................... C-52
12.13. Access to Records after Closing............................. C-52
12.14. Survival of Covenants and Agreements........................ C-52
12.15. Actions of Buyer............................................ C-53

EXHIBITS

A -- Assumption Agreement
B -- Escrow Agreement
C -- Registration Rights Agreement
D -- Stock Warrant Agreement

C-iii

AGREEMENT AND PLAN OF MERGER

This AGREEMENT AND PLAN OF MERGER, dated as of December, 14, 2001 (the
"Agreement") is executed by and among CUMULUS MEDIA INC., a corporation
incorporated under the laws of the State of Illinois ("Buyer"); MT. JULIET INC.,
a corporation incorporated under the laws of the State of Delaware ("MJI");
PHOENIX BROADCASTING INC., a corporation incorporated under the laws of the
State of Delaware ("PBI"); PHOENIX COMMUNICATIONS GROUP, INC., a corporation
incorporated under the laws of the State of Delaware ("Phoenix"); MT. JULIET
BROADCASTING, INC., a corporation incorporated under the laws of the State of
Tennessee ("Mt. Juliet"); and DBBC, L.L.C., a limited liability company formed
under the laws of the State of Georgia and the sole shareholder of Phoenix and
Mt. Juliet ("DBBC" or "Seller").

WHEREAS, DBBC is engaged in the business of radio broadcasting and
presently owns, among other things, (i) the assets of commercial radio broadcast
station WRQQ(FM) in Goodlettsville, Tennessee ("WRQQ"), (ii) all of the shares
of stock of Mt. Juliet, which owns and operates commercial radio broadcast
station WNPL(FM) in Belle Meade, Tennessee ("WNPL"), and (iii) all of the shares
of stock of Phoenix;

WHEREAS, Phoenix presently owns all of the shares of stock of Phoenix of
Hendersonville, Inc., a corporation incorporated under the laws of the State of
Tennessee ("Phoenix of Hendersonville"), which owns and operates commercial
radio broadcast station WQQK(FM) in Hendersonville, Tennessee ("WQQK", and
together with WRQQ and WNPL, are collectively referred to as the "Stations");

WHEREAS, the acquisition of the Stations is subject to the prior approval
of the FCC and the other conditions set forth in this Agreement;

WHEREAS, Buyer, MJI and PBI desire to acquire the Stations (collectively
referred to as the "Business") in a series of transactions contemplated by this
Agreement, viz. (i) the purchase by Buyer from DBBC of substantially all of the
assets and assumption of certain liabilities related to the ownership and
operation of WRQQ; and (ii) the merger of Mt. Juliet with and into MJI; and
(iii) the merger of Phoenix with and into PBI, all on the terms and subject to
the conditions set forth herein; and

WHEREAS, DBBC desires to sell to Buyer the assets described in the
preceding paragraph, to merge Mt. Juliet with and into MJI, and to merge Phoenix
with and into PBI, on the terms and subject to the conditions set forth herein;

NOW, THEREFORE, in consideration of the mutual covenants and agreements
hereinafter set forth, Buyer and Seller agree as follows:

ARTICLE 1

DEFINITIONS

1.1. Definitions. In this Agreement, the following terms have the
meanings specified or referred to in this Section 1.1 and shall be equally
applicable to both the singular and plural forms. Any agreement referred to
below shall mean such agreement as amended, supplemented and modified from time
to time to the extent permitted by the applicable provisions thereof and by this
Agreement.

"Action" means any claim, action, lawsuit, arbitration, or other judicial,
administrative or other legal proceeding or action, whether at law or in equity.

"Additional Accounting Firm" has the meaning specified in Section 3.2(d).

"Additional Accounting Firm Adjustments" has the meaning specified in
Section 3.2(d)(ii).

"Adjustment Escrowed Shares" has the meaning specified in Section 3.3(a).

"Advertising Agreements" has the meaning specified in Section 2.1(f).

C-1

"Affiliate" means, with respect to any Person, any other Person which
directly or indirectly controls, is controlled by or is under common control
with such Person.

"Affiliate Indebtedness" has the meaning specified in Section 2.3(b).

"Agreed Adjustments" has the meaning specified in Section 3.2(d).

"Agreed GAAP Exceptions" has the meaning specified in Section 3.2(a).

"Agreement" has the meaning specified in the first paragraph of this
Agreement.

"Assumed Commitments" has the meaning specified in Section 2.3(c).

"Assumed Liabilities" has the meaning specified in Section 2.3.

"Assumption Agreement" means the Assumption Agreement in the form of
Exhibit A between Buyer and DBBC.

"Average Cumulus Stock Price" means the volume weighted average of the
closing prices for Cumulus Common Stock on the NASDAQ National Market for the
fifteen (15) full trading days ending on the fifth full trading day prior to the
Closing Date.

"Balance Sheet Net Book Value" means Four Million, Six Hundred Fifty Eight
Thousand, Six Hundred Twenty Eight and 00/100 United States Dollars
(US$4,658,628.00).

"Bill of Sale and Assignment Agreement" means the Bill of Sale and
Assignment in form and substance reasonably acceptable to Seller and Buyer.

"Business" has the meaning specified on the first page in the fifth
paragraph of this Agreement.

"Business Employees" has the meaning specified in Section 9.3(a).

"Business Agreements" has the meaning specified in Section 5.19.

"Buyer" has the meaning specified in the first paragraph on the first page
of this Agreement.

"Buyer Ancillary Agreements" means all agreements, instruments and
documents being or to be executed and delivered by Buyer under this Agreement or
in connection herewith.

"Buyer Group Member" means Buyer and its Affiliates, directors, officers,
employees, agents, attorneys and consultants and their respective successors and
assigns.

"Buyer Proxy Statement" has the meaning specified in Section 7.9.

"Buyer Shareholders Meeting" has the meaning specified in Section 7.9.

"Buyer Tax Opinion Certificate" has the meaning specified in Section
4.3(i).

"Buyer's Accounting Report" has the means specified in Section 3.2(b).

"Buyer's Audited Closing Date Balance Sheet" has the meaning specified in
Section 3.2(b).

"Capped Amount" has the meaning specified in Section 3.7.

"Certificates of Merger" has the meaning specified in Section 2.7.

"CERCLA" means the Comprehensive Environmental Response, Compensation and
Liability Act, 42 U.S.C. sec.sec. 9601 et seq., any amendments thereto, any
state analogs thereto, and any regulations promulgated thereunder.

"CIT Indebtedness" has the meaning specified in Section 2.3(b).

"CIT Loan Documents" has the meaning specified in Section 5.18(d).

"Claim" has the meaning specified in Section 11.3.

"Claim Notice" has the meaning specified in Section 11.3.

C-2

"Clean Air Act" means the Clean Air Act, 42 U.S.C. sec. 7401 et seq., any
amendments thereto, including the Clean Air Act Amendments of 1990, any state
analogs thereto, and any regulations promulgated thereunder.

"Clean Water Act" means the Federal Water Pollution Control Act, 33 U.S.C
sec.sec. 1251 et seq., any amendments thereto, any state analogs thereto, and
any regulations promulgated thereunder.

"Closing" has the meaning specified in Section 4.1(a).

"Closing Date" has the meaning specified in Section 4.1(a).

"COBRA Obligations" has the meaning specified in Section 9.3(f).

"Code" means the Internal Revenue Code of 1986, as amended.

"Confidential Information" has the meaning specified in Section 12.2.

"Contaminant" means any waste, pollutant, hazardous or toxic substance or
waste, petroleum, petroleum-based substance or waste, special waste, or any
constituent of any such substance or waste and any material the exposure to,
presence, use, generation, treatment, storage, release, disposal, handling,
clean-up or remediation of which is regulated by any Environmental Law.

"Contracts" has the meaning specified in Section 2.1(g).

"Controlled Group" has the meaning specified in Section 5.16(b).

"Court Order" means any judgment, order, award or decree of any federal,
state, local or other court or tribunal and any award in any arbitration
proceeding.

"Cumulus Common Stock" means each share of Class A Common Stock, $.01 par
value per share, of Buyer.

"December 31, 2000 Balance Sheet" has the meaning specified in Section
5.6(a).

"Delaware Secretary" has the meaning specified in Section 2.7.

"DBBC" has the meaning specified in the first paragraph on the first page
of this Agreement.

"DGCL" has the meaning specified in Section 2.5.

"Dickey Brothers" has the meaning specified in Section 5.3.

"Disclosure Schedule" means any of the Schedules to Article 5 of this
Agreement.

"DSMO" has the meaning specified in Section 3.6(a).

"Effective Time" has the meaning specified in Section 2.7.

"EEOC" has the meaning specified in Section 5.5(e).

"Employee Plan" has the meaning specified in Section 5.16(b).

"Encumbrance" means any lien, claim, charge, security interest, mortgage,
pledge, easement, conditional sale or other title retention agreement, defect in
title, covenant, assessment, imperfection, exception or other restriction of any
kind, but excluding any matter which has been or will be insured over by Buyer's
title insurance company.

"Environmental Audits" has the meaning specified in Section 7.8.

"Environmental Encumbrance" means an Encumbrance in favor of any
Governmental Body for (i) any liability under any Environmental Law, or (ii)
damages arising from, or costs incurred by such Governmental Body in response
to, a Release or threatened Release of a Contaminant into the indoor or outdoor
environment.

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"Environmental Law" means all Requirements of Law derived from or relating
to all foreign, federal, state and local laws or regulations relating to or
addressing protection of human health or the environment, including but not
limited to common law, CERCLA, Clean Air Act, Clean Water Act, EPCRA, OSHA,
RCRA, NEPA and TSCA and any state analogs thereto, and any applicable foreign or
international laws, regulations, policies or treaties.

"EPCRA" means the Emergency Planning and Community Right-to-Know Act of
1986, 42 U.S.C. sec.sec. 11001 et seq., any amendments thereto, any state
analogs thereto, and any regulations promulgated thereunder.

"ERISA" has the meaning specified in Section 5.16(b).

"Escrow Account" has the meaning specified in Section 3.3(a).

"Escrow Agent" has the meaning specified in Section 3.3(a).

"Escrow Agreement" has the meaning specified in Section 3.3(a).

"Escrowed Shares" has the meaning specified in Section 3.3(a).

"Estimated Assumed Liabilities Balance Sheet" has the meaning specified in
Section 2.3.

"Excluded Assets" has the meaning specified in Section 2.2.

"Excluded Liabilities" has the meaning specified in Section 2.4.

"Expenses" means any and all reasonable expenses incurred in connection
with investigating, defending or asserting any Action (including, without
limitation, court filing fees, court costs, arbitration fees or costs, witness
fees, and the reasonable fees and disbursements of legal counsel, investigators,
expert witnesses, accountants and other professionals, costs or expenses
associated with activities of employees necessitated by such Action (excluding
indirect or overhead costs or expenses associated with such employees)).

"FCC" means the Federal Communications Commission.

"FCC Consent" means action by the FCC granting its consent to the
assignment or transfer of control of the FCC Licenses from Seller to Buyer.

"FCC Licenses" means all licenses, construction permits and authorizations
issued by the FCC and used or usable for the operation of the Stations.

"Final Balance Sheet" has the meaning specified in Section 3.2(c).

"Final Net Book Value" means the total assets of the Business less the
total liabilities of the Business as determined in accordance with GAAP, in each
case as set forth in the Final Balance Sheet.

"Final Order" means an FCC Consent, with respect to which no action,
request for stay, petition for rehearing or reconsideration, appeal or review by
the FCC on its own motion is pending and as to which the time for filing or
initiation of any such request, petition, appeal or review has expired.

"GAAP" means United States generally accepted accounting principles.

"Governmental Body" means any, federal, state, local or other governmental
authority, agency, commission, administrative body or regulatory body.

"Governmental Permits" has the meaning specified in Section 5.14(a).

"HSR Act" means the Hart-Scott-Rodino Antitrust Improvements Act of 1976,
as amended.

"IRS" means the Internal Revenue Service.

"Improvements" has the meaning specified in Section 5.11(e).

"Indemnified Party" has the meaning specified in Section 11.3.

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"Indemnitor" has the meaning specified in Section 11.3.

"Indemnity Obligation Escrowed Shares" has the meaning specified in Section
3.3(a).

"Intellectual Property" has the meaning specified in Section 2.1(d).

"IRS" means the Internal Revenue Service.

"Knowledge of Seller" (or similar phrases) means matters known to any of
the officers and directors of the Seller, the Merged Companies or Phoenix of
Hendersonville, Lewis Dickey, David Dickey, John Dickey, Michael Dickey, after
due inquiry.

"Kraft" has the meaning specified in Section 3.6(a).

"Leased Real Property" has the meaning specified in Section 5.11(b).

"Losses" means any and all losses, costs, obligations, liabilities,
settlement payments, awards, judgments, fines, assessments, penalties, damages,
expenses, deficiencies or other charges actually and reasonably incurred, but
shall not include consequential or incidental damages.

"Material Adverse Effect" means a material adverse effect on (i) the
assets, consolidated results of operations or consolidated financial position of
the Business as a whole, or (ii) the value or condition of the Business taken as
a whole, or (iii) the availability of assets necessary to operate the Business
as a whole, in each case, other than by reason of one or more events,
circumstances, changes, developments, impairments or conditions that adversely
affect the radio broadcasting industry generally or any change in a Requirement
of Law or accounting principles.

"Maximum Assumed DBBC Liability Amount" means Twenty-one Million United
States Dollars (US$21,000,000), minus the Subsidiary Company Liabilities.

"Mergers" has the meaning specified in Section 2.6.

"Merged Company(ies)" means has the meaning specified in Section 2.6.

"Merged Company Tax Opinion Certificate" has the meaning specified in
Section 4.2(ee).

"Mid-TN Indebtedness" has the meaning specified in Section 2.3(b).

"MJI" has the meaning specified in the first paragraph of this Agreement.

"Mt. Juliet" has the meaning specified in the first paragraph of this
Agreement.

"Mt. Juliet Merger" has the meaning specified in Section 2.5.

"Negative Adjustment Amount" has the meaning specified in Section 3.1(c).

"NEPA" means the National Environmental Policy Act, any amendments thereto,
any state analogs thereto, and any regulations promulgated thereunder.

"Objection Period" has the meaning specified in Section 3.2(c).

"October 31, 2001 Balance Sheet" has the meaning specified in Section
5.6(a).

"OSHA" means the Occupational Safety and Health Act, 29 U.S.C. sec.sec. 651
et seq., any amendments thereto, any state analogs thereto, and any regulations
promulgated thereunder.

"Owned Real Property" has the meaning specified in Section 5.11(a).

"Owned Real Property Permitted Encumbrances" means the Encumbrances
specifically set forth on Schedule 1.1(A) hereto.

"PBGC" has the meaning specified in Section 5.16(i).

"PBI" has the meaning specified in the first paragraph of this Agreement.

"Pension Plan" has the meaning specified in Section 5.16(b).

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"Permitted Encumbrances" means the Encumbrances specifically set forth on
Schedule 1.1(B) hereto.

"Person" means any individual, corporation, partnership, limited liability
company, joint venture, association, joint-stock company, trust, unincorporated
organization or Governmental Body.

"Phoenix" has the meaning specified in the first paragraph on the first
page of this Agreement.

"Phoenix of Hendersonville" has the meaning specified in the third
paragraph on the first page of this Agreement.

"Phoenix Merger" has the meaning specified in Section 2.6.

"Positive Adjustment Amount" has the meaning specified in Section 3.1(b).

"Preliminary Balance Sheet" has the meaning specified in Section 3.2(a).

"Purchase Price" has the meaning specified in Section 3.1(a).

"Purchased Assets" has the meaning specified in Section 2.1.

"RCRA" means the Resource Conservation and Recovery Act, 42 U.S.C
sec.sec. 6901 et seq., any amendments thereto, any state analogs thereto, and
any regulations promulgated thereunder.

"Real Property" has the meaning specified in Section 5.11(b).

"Receivables" has the meaning specified in Section 2.1(c).

"Records" means files and records, including schematics, technical
information and engineering data, programming information, correspondence, books
of account, employment records, customer files, purchase and sales records and
correspondence, advertising records, files and literature, and FCC logs, files
and records and other written materials of Seller relating to the Business.

"Registration Rights Agreement" has the meaning specified in Section
4.3(g).

"Release" means release, spill, emission, leaking, pumping, injection,
deposit, disposal, discharge, dispersal, leaching or migration of a Contaminant
into the environment or into, on or out of any real property, including the
movement of Contaminants through or in the air, soil, surface water, groundwater
or any real property.

"Remedial Action" means actions required to (i) clean up, remove, treat or
in any other way address Contaminants in the environment; (ii) prevent the
Release or threatened Release or minimize the further Release of Contaminants or
(iii) investigate and determine if a remedial response is needed and to design
such a response and post-remedial investigation, monitoring, operation and
maintenance and care.

"Requirements of Law" means any federal, state or local laws, statutes,
regulations, rules, rulings, codes or ordinances enacted, adopted, issued or
promulgated by any Governmental Body or court.

"Resolution Period" has the meaning specified in Section 3.2(d).

"Rules and Regulations" means the rules of the FCC as set forth in Title 47
of the Code of Federal Regulations and all policies of the FCC.

"SEC" has the meaning specified in Section 7.9.

"Seller" has the meaning specified in the first paragraph of this
Agreement.

"Seller Ancillary Agreements" means all agreements, instruments and
documents being or to be executed and delivered by Seller under this Agreement
or in connection herewith.

"Seller Financial Statements" has the meaning specified in Section 5.6(a).

"Seller Group Member" means Seller and its attorneys, consultants, members,
and permitted assigns.

"Seller Tax Opinion Certificate" has the meaning specified in Section
4.2(ff).

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"Stations" has the meaning specified in the third paragraph on the first
page of this Agreement.

"Stock Warrant Agreement" has the meaning specified in Section 4.3(h).

"Straddle Period" means any taxable year or period beginning before the
Closing and ending after the Closing.

"Subsidiary Company Liabilities" shall mean the liabilities of Mt. Juliet,
Phoenix, and Phoenix of Hendersonville as of the Closing Date as reflected on
the Final Balance Sheet.

"Surveys" has the meaning specified in Section 9.1(a).

"Surviving Corporations" has the meaning specified in Section 2.6.

"Tax" (and, with correlative meaning, "Taxes" and "Taxable") means any
federal, state, county, local or foreign income, alternative or add-on minimum,
gross income, gross receipts, property, sales, use, transfer, license,
franchise, employment, payroll, withholding or minimum tax, ad valorem,
governmental fee or other like assessment or charge of any kind whatsoever,
together with any interest, penalty or fine, addition to tax or additional
amount imposed by any Governmental Body.

"Tax Return" means any return, report or similar statement required to be
filed with respect to any Taxes (including any attached schedules), including,
without limitation, any information return, claim for refund, amended return and
declaration of estimated Tax.

"TBCA" has the meaning specified in Section 2.5.

"Tennessee Secretary" has the meaning specified in Section 2.7.

"Transaction Costs" has the meaning specified in Section 3.6(a).

"Transaction Taxes" has the meaning specified in Section 3.6(b).

"Treasury Regulations" means the regulations promulgated under the Code as
in effect on the Closing Date.

"TSCA" means The Toxic Substance Control Act of 1976, 15 U.S.C.
sec.sec. 2601 et seq., any amendments thereto, any state analogs thereto, and
any regulations promulgated thereunder.

"Undisclosed Liabilities" has the meaning specified in Section 5.7.

"Warrant" shall be a warrant granted by Buyer to Seller for 250,000 shares
of Cumulus Common Stock, exercisable at any time from the Closing Date to the
date falling six (6) months after the Closing Date at $12.00 per share.

"Welfare Plan" has the meaning specified in Section 5.16(b).

"WNPL" has the meaning specified on the first page in the second paragraph
of this Agreement.

"WRQQ" has the meaning specified on the first page in the second paragraph
of this Agreement.

"WQQK" has the meaning specified on the first page in the third paragraph
of this Agreement.

ARTICLE 2

PURCHASE AND SALE; MERGERS

2.1. Purchased Assets. Upon the terms and subject to the conditions of
this Agreement, on the Closing Date, DBBC shall sell, transfer, assign, convey
and deliver to Buyer, and Buyer shall purchase from DBBC, free and clear of all
Encumbrances (except for Permitted Encumbrances and Owned Real Property
Encumbrances), all of the assets and properties of DBBC of every kind and
description, wherever located, real, personal or mixed, tangible or intangible,
used or usable in the operation of WRQQ, but

C-7

excluding the Excluded Assets (herein collectively called the "Purchased
Assets"). The Purchased Assets shall include, without limitation, all of DBBC's
right, title and interest in and to:

(a) Real Property. All Real Property and interests therein, including all
land, office facilities and other improvements and fixtures attached to said
Real Property and including specifically but without limitation all interest in
the Leased Real Property described in Schedule 5.11(B).

(b) Tangible Personal Property. All equipment, parts, supplies, furniture,
fixtures, motor vehicles and other tangible personal property of every kind and
description now or hereafter owned, leased or held by DBBC and used or useful in
the operation of WRQQ, including but not limited to the transmitting towers and
other improvements and fixtures (except to the extent they are deemed real
property, in which event the same shall constitute part of the Real Property),
transmission equipment and studio equipment of WRQQ, together with such
modifications, replacements, improvements and additional items, and subject to
such deletions therefrom, made or acquired between the date hereof and the
Closing Date in accordance with the terms and provisions of this Agreement,
including specifically but without limitation those items listed and described
in Schedule 5.12 and Schedule 5.13.

(d) Proprietary Rights. All goodwill, patents, patent applications, patent
disclosures and inventions; slogans, promotions, jingles, trademarks, service
marks, trade dress, trade names, corporate names, domain names and the goodwill
associated therewith, as well as any applications to register any of the
foregoing; copyrights and copyright registrations; trade secrets, know-how and
confidential business information, computer software, data or documentation, and
other proprietary rights or any licenses to and from any Person with respect to
any of the foregoing developed by or for DBBC or employed by or utilized in the
conduct of WRQQ, WQQK and WNPL; all of the rights of DBBC in and to the call
letters "WRQQ", "WQQK" and "WNPL"; all programming concepts developed by DBBC or
its employees, whether presently being broadcast or not; all other ideas,
designs, processes or other characteristics relating to any inter or intranet
web site of DBBC or WRQQ; and all other proprietary information and rights
employed by or utilized in the conduct of WRQQ, including without limitation,
those items listed on Schedule 5.15(A) (the "Intellectual Property").

(e) FCC Licenses and Governmental Permits. The FCC Licenses and
Governmental Permits, including without limitation those listed on Schedule
5.14(A) (including any renewals, extensions, amendments or modifications thereof
or applications therefor) now held by DBBC or hereafter obtained by DBBC between
the date hereof and the Closing Date, to the extent such FCC Licenses and
Governmental Permits pertain to or are used or held for use in the operation of
the Business.

(f) Advertising Agreements. Agreements for the sale of time on WRQQ
entered into in the ordinary course of business and consistent with WRQQ's past
pricing policies and other practices existing on the date hereof, and those made
or entered into between the date of this Agreement and the Closing Date in
accordance with the terms and provisions of this Agreement ("Advertising
Agreements").

(g) Other Station Agreements. All agreements listed on Schedule 5.18(A)
and all agreements relating to the operation of WRQQ (other than Advertising
Agreements); any renewals, extensions, amendments or modifications of any such
agreements which are made in the ordinary course of business by DBBC consistent
with DBBC's past practices and in accordance with the terms and provisions of
this Agreement; and any additional agreement (including any renewals,
extensions, amendments or modifications thereof), other than for the sale of
time on WRQQ, which is made or entered into between the date of this Agreement
and the Closing Date in accordance with the terms and provisions of this
Agreement (collectively, "Contracts"), and, to the extent transferable, all of
DBBC's rights and manufacturers' and vendors' warranties relating to items
included in the Purchased Assets and all similar rights against third parties
relating to items included in the Purchased Assets.

(h) Public Inspection File. Complete sets of all documents required to be
maintained in WRQQ's public inspection file pursuant to the Rules and
Regulations.

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(i) Station Logs and Business Records. The operating and maintenance logs
of WRQQ, and any program logs that may be retained in accordance with DBBC's
usual practice, together with such copies of such files and records pertaining
to the operation of WRQQ as currently exist, including advertiser lists,
advertising studies, consulting reports, sales correspondence, promotional
materials, credit and sales reports, advertising agreements and all other
agreements to be assigned under the terms of this Agreement, programming
information and studies, engineering studies or reports, technical information,
engineering data, and any records required to be maintained by the FCC or
related to the FCC Licenses.

(j) Insurance Policies. All insurance policies and claims thereunder
pertaining to WRQQ, except to the extent the same insure liabilities and
obligations included in Excluded Liabilities.

(k) Cash. All cash, cash equivalents, bank accounts, certificates of
deposit, investment securities, commercial paper and any other marketable
securities or similar investments of DBBC pertaining to WRQQ;

(l) Certain Rights of DBBC. All claims, rights and causes of action of
DBBC against third Persons pertaining to WRQQ, including claims, rights and
causes of action against third Persons arising under warranties from vendors and
others.

(m) Other Assets. All other assets of DBBC pertaining to WRQQ, except for
Excluded Assets, whether real, personal, tangible, intangible or mixed,
including books, records and files (including all personnel files), any prepaid
expenses, and any utility deposits, all except as specifically excluded in
Section 2.2.

2.2. Excluded Assets. Notwithstanding the provisions of Section 2.1, the
Purchased Assets shall not include the following (herein referred to as the
"Excluded Assets"):

(a) All corporate minute books and limited liability interest transfer
books of DBBC.

(b) All refunds of any Taxes paid with respect to periods ending on or
before the Closing Date, and all claims therefor.

(c) All agreements and all claims, rights and causes of action relating to
Excluded Assets including, without limitation, claims for Tax refunds and
refunds of fees paid to the FCC, or relating to liabilities and obligations not
included in Assumed Liabilities.

(d) All Governmental Permits not lawfully transferable or assignable.

(e) All rights of DBBC under this Agreement.

(f) DBBC's ownership interest in 1259.6 Class A units of CML Holdings, LLC.

2.3. Assumed Liabilities and Assumed Commitments.

(a) Prior to the Closing Date, Seller shall deliver to Buyer an unaudited
consolidated balance sheet of DBBC dated as of a date not more than five (5)
days prior to the Closing Date (the "Estimated Assumed Liabilities Balance
Sheet"). The Estimated Assumed Liabilities Balance Sheet shall fairly present
the assets and liabilities of DBBC as of the date thereof. On the Closing Date,
Buyer shall deliver to DBBC the Assumption Agreement, pursuant to which (subject
to the adjustment contemplated by Section 3.5 hereof and subject to Section
2.3(b)) Buyer shall assume and agree to discharge only the liabilities of DBBC
that (i) have been incurred as of the Closing Date in the ordinary course of
business consistent with past practice, and (ii) are reflected on the Estimated
Assumed Liabilities Balance Sheet (the "Assumed Liabilities"). The Assumed
Liabilities shall be subject to confirmation in connection with the preparation
of the Final Balance Sheet, as contemplated by Section 3.5 hereof. Buyer will
assume the Assumed Liabilities in accordance with their respective terms and
subject to the respective conditions thereof.

(b) The Buyer shall pay the following liabilities of Seller at the Closing
by wire transfer of immediately available funds: (i) the Loan and Security
Agreement dated December 31, 1997, as amended, to The CIT Group/Equipment
Financing, Inc. (the "CIT Indebtedness"); (ii) the promissory notes in

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favor of John Heidelberg, Ronald T. Bledsoe, Charles W. Bone, Michael Norton,
William E. Benns, III, D. Whit Adamson and Eleanor T. Mead (the "Mid-TN
Indebtedness"); and (iii) the promissory notes in favor of Dickey Broadcasting
Company, Stratford Research Company, Inc. and Michael Dickey (the "Affiliate
Indebtedness"). The CIT Indebtedness, the Mid-TN Indebtedness and the Affiliate
Indebtedness shall be deemed to be Assumed Liabilities for purposes of (i) the
preparation of the Preliminary Balance Sheet, the Buyer's Audited Closing Date
Balance Sheet, and the Final Balance Sheet, and (ii) Section 3.7 hereof;
provided, however, that Buyer shall not assume such liabilities. The CIT
Indebtedness does not include any indebtedness that may be incurred by the
Seller in connection with the purchase of real property contemplated by Section
2.3(c), and such indebtedness that may be incurred by the Seller in connection
with the purchase of real property shall not be deemed to be part of the Assumed
Liabilities.

(c) In addition to the Assumed Liabilities, Buyer will assume and agree to
perform the Contracts, the Advertising Agreements, and will agree to pay
indebtedness incurred in connection with Seller's exercise of an option to
purchase certain real property located at 10 Music Circle, Nashville, Tennessee
pursuant to a purchase option set forth in a lease agreement between Seller and
Partners on the Row, L.L.C. dated June 16, 2000 (collectively, the "Assumed
Commitments"); provided, however, that (i) any liabilities incurred by Seller
under the Contracts or Advertising Agreements prior to the Closing Date will be
reflected on the Final Balance Sheet, and (ii) the Buyer's obligation to pay
indebtedness incurred in connection with the exercise of the real estate
purchase option shall not exceed US$1,750,000, consisting of a purchase price of
US$1,600,000 and actual transaction costs associated with the purchase not
exceeding US$150,000.

(d) Except as expressly set forth in this Section 2.3, in no event shall
Buyer assume any other liabilities of Seller whatsoever.

2.4. Excluded Liabilities. Buyer shall not assume or be obligated to pay,
perform or otherwise discharge any liability or obligation of DBBC, direct or
indirect, known or unknown, absolute or contingent, not expressly included in
the Assumed Liabilities and Assumed Commitments (all such liabilities and
obligations not being assumed being herein called the "Excluded Liabilities").
Without limiting the foregoing, each of the following shall be Excluded
Liabilities for purposes of this Agreement:

(a) Liabilities in respect of suits, claims, proceedings or investigations
described in Schedule 5.5.

(b) Liabilities and obligations incurred under or imposed by any
Environmental Law, relating to, associated with or arising out of (i) the
occupancy, operation, use or control of any of the Real Property or any real
property formerly owned, occupied, operated, used or otherwise controlled by
DBBC or its predecessors on or prior to the Closing Date, or (ii) the operation
of WRQQ on or prior to the Closing Date.

(c) Except as provided in Section 9.3(f), debts, obligations or
liabilities, whether absolute, accrued, contingent or otherwise, relating to any
plan or arrangement under which benefits are provided to employees of Seller,
the Merged Companies or Phoenix of Hendersonville, including but not limited to,
any Employee Plan; and, except as provided in Section 9.3(d), any debts,
obligations, claims or liabilities with respect to wages, overtime pay, fees,
expense reimbursements, vacation pay, commissions, bonuses and any other
payments whatsoever based on services provided by any employee or independent
contractor to Seller, the Merged Companies or Phoenix of Hendersonville prior to
the Closing Date.

(d) Any Taxes levied against Seller, the Merged Companies or Phoenix of
Hendersonville or for which Seller, the Merged Companies or Phoenix of
Hendersonville are liable for any period or portion thereof ending on or prior
to the Closing Date or for any period or portion thereof beginning subsequent to
the Closing Date but relating to operations and activities of Seller, the Merged
Companies or Phoenix of Hendersonville prior to Closing, but only insofar as
such Taxes have not been reflected or reserved against in Seller Financial
Statements (as defined in Section 5.6(a)); provided, however, that this Section
2.4(d) is not intended to limit Buyer's agreement to pay to the members of DBBC
the amount of certain taxes as contemplated by Section 3.6(b) hereof.

(e) Undisclosed Liabilities.

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(f) Liabilities or obligations in respect of any Excluded Assets.

(g) Any liabilities otherwise categorized as Assumed Liabilities under
Section 2.3 hereof that are deemed to be Excluded Liabilities pursuant to the
terms of Section 3.5.

(h) Any liabilities of, pertaining to, or arising from, Phoenix of
Nashville, Inc. or from Phoenix's ownership or disposition thereof.

2.5. Mt. Juliet Merger. Upon the terms and subject to the conditions of
this Agreement, and in accordance with the Tennessee Business Corporation Act
("TBCA") and the Delaware General Corporation Law (the "DGCL"), at the Effective
Time, Mt. Juliet shall merge by statutory merger with and into MJI (the "Mt.
Juliet Merger"). MJI shall be the surviving corporation in the Mt. Juliet Merger
and shall continue its corporate existence under the laws of the State of
Delaware under the name "Mt. Juliet Inc." Upon consummation of the Mt. Juliet
Merger, the separate corporate existence of Mt. Juliet shall terminate.

2.6. Phoenix Merger. Upon the terms and subject to the conditions of this
Agreement, and in accordance with the DGCL, at the Effective Time, Phoenix shall
merge by statutory merger with and into PBI (the "Phoenix Merger"). PBI shall be
the surviving corporation in the Phoenix Merger and shall continue its corporate
existence under the laws of the State of Delaware under the name "Phoenix
Broadcasting Inc." Upon consummation of the Phoenix Merger, the separate
corporate existence of Phoenix shall terminate. Mt. Juliet and Phoenix are
sometimes collectively referred to herein as the "Merged Companies". The Mt.
Juliet Merger and the Phoenix Merger are sometimes collectively referred to
herein as the "Mergers". MJI and PBI are sometimes collectively referred to as
the "Surviving Corporations."

2.7. Effective Time. On the Closing Date, the parties shall cause (a)
certificates of merger (the "Certificates of Merger") in respect of the Mergers
to be properly executed and filed with the Secretary of State of the State of
Delaware (the "Delaware Secretary") as provided in Section 252 of the DGCL, and
(b) a certified copy of the Certificates of Merger to be properly filed with the
Secretary of State of the State of Tennessee (the "Tennessee Secretary") and the
Delaware Secretary as provided in Section 48-21-107 of the TBCA and in Section
252 of the DGCL as soon as practicable after the filing of the Certificates of
Merger (but in no event longer than six (6) months after the Closing Date). The
Mergers shall become effective upon the filing of the Certificates of Merger
with the Delaware Secretary, or at such later time as may be mutually agreed to
by the parties and specified in the Certificate of Merger (the time that the
Mergers become effective is referred to as the "Effective Time").

2.8. Effects of the Mergers. At and after the Effective Time, the Mergers
shall have the effects set forth in the DGCL and the TBCA and this Agreement.

2.9. Certificates of Incorporation and By-Laws. At the Effective Time,
the certificates of incorporation and by-laws of MJI and PBI shall be the
certificate of incorporation and by-laws of the Surviving Corporations until
thereafter amended in accordance with the certificates of incorporation, the
by-laws and applicable law.

2.10. Directors and Officers. The respective directors and officers of
MJI and PBI immediately prior to the Effective Time shall continue as the
respective officers and directors of the Surviving Corporations, unless and
until thereafter changed in accordance with the DGCL and the Surviving
Corporations' respective certificates of incorporation and by-laws.

2.11. Tax Consequences. The parties intend that the Mergers shall each
constitute a reorganization within the meaning of Section 368(a)(2)(D) of the
Code and that this Agreement shall constitute a "plan of reorganization" within
the meanings of sections 1.368-2(g) and 1.368-3(a) of the Treasury Regulations.
In addition, the parties agree that they will prepare or cause to be prepared
all Tax Returns or other governmental filings and reports and applicable books
and records in a manner consistent with such intent, unless otherwise required
by law.

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ARTICLE 3

PURCHASE PRICE

3.1. Purchase Price.

(a) The consideration payable as provided herein for the Purchased Assets
and in respect of the Mergers (the "Purchase Price") shall be Five Million, Two
Hundred Fifty Thousand (5,250,000) shares of Cumulus Common Stock, plus the
Assumed Liabilities, plus the Warrant, plus the Positive Adjustment Amount or
minus the Negative Adjustment Amount, as the case may be.

(b) If the Final Net Book Value is greater than the Balance Sheet Net Book
Value, the "Positive Adjustment Amount" shall be equal to the amount of such
excess, provided, however, that if such excess is Five Hundred Thousand United
States Dollars (US$500,000) or less, then the Positive Adjustment Amount shall
be zero.

(c) If the Balance Sheet Net Book Value is greater than the Final Net Book
Value (as set forth on the Final Balance Sheet), the "Negative Adjustment
Amount" shall be equal to the amount of such excess, provided, however, that if
such excess is Five Hundred Thousand United States Dollars (US$500,000) or less,
then the Negative Adjustment Amount shall be zero.

3.2. Determination of Final Balance Sheet.

(a) As promptly as practicable following the Closing Date (but not later
than thirty (30) days after the Closing Date), Seller shall prepare a
consolidated balance sheet as of the Closing Date setting forth in reasonable
detail the total assets and total liabilities of the Business (the "Preliminary
Balance Sheet"), and deliver same to Buyer and Buyer's accountant (who shall not
have been retained by DBBC in connection with the transactions contemplated
hereby). The Preliminary Balance Sheet shall be prepared in accordance with GAAP
and in accordance with past practices, provided, however, that the parties
acknowledge and agree that for purposes of determining certain values as set
forth on the Preliminary Balance Sheet (i) the amount of depreciation expense on
property, building and equipment which relates to the period from October 31,
2001 through the Closing Date will not be reflected, (ii) the amount of
amortization expense on broadcast licenses which relates to the period from
October 31, 2001 through the Closing Date will not be reflected, (iii) the
amount of amortization expense on debt issuance costs which relates to the
period from October 31, 2001 through the Closing Date will not be reflected,
(iv) the amount of Transaction Costs incurred and paid for by Seller prior to
the Closing Date will be reflected as an asset, and (v) any liability of Seller
that is paid by Buyer at the Closing pursuant to Section 2.3(b) will be
reflected as a liability on the Preliminary Balance Sheet. The foregoing
exceptions from GAAP are sometimes referred to herein as the "Agreed GAAP
Exceptions."

(b) Promptly following delivery of the Preliminary Balance Sheet to Buyer
and its accountant, Buyer shall cause its accountant to conduct a special audit
of the Preliminary Balance Sheet, which special audit shall be completed on or
before the date falling ninety (90) days after delivery of the Preliminary
Balance Sheet to Buyer and its accountant. Upon completion of the special audit,
and upon having made any necessary adjustments to the Preliminary Balance Sheet
to cause it to be prepared in a manner consistent with the accounting policies
used in the December 31, 2000 Balance Sheet, Buyer shall cause its accountant to
deliver to DBBC:

An audit report stating (without qualification as to GAAP) that, in
Buyer's accountant's opinion, the Preliminary Balance Sheet has been
prepared in accordance with GAAP consistently applied except as to the
Agreed GAAP Exceptions (such summary and audit report are herein referred
to as the "Buyer's Accounting Report").

The Preliminary Balance Sheet, as so determined, is herein referred to as the
"Buyer's Audited Closing Date Balance Sheet" for purposes of this Agreement.

(c) Promptly following receipt of the Buyer's Accounting Report, Seller may
review the same and, within sixty (60) days after the date of such receipt by
Seller (the "Objection Period"), Seller may deliver

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to Buyer a certificate setting forth Seller's objections to the Buyer's Audited
Closing Date Balance Sheet as set forth in the Buyer's Accounting Report,
together with a summary of the reasons therefor and calculations which, in
Seller's view, are necessary to eliminate such objections. In the event Seller
does not so object within the Objection Period, the Buyer's Audited Closing Date
Balance Sheet set forth in the Buyer's Accounting Report shall be final and
binding as the "Final Balance Sheet" for purposes of this Agreement but shall
not limit the representations, warranties, covenants and agreements of the
parties set forth elsewhere in this Agreement.

(d) In the event Seller objects within the Objection Period, then within
thirty (30) days following Seller's delivery to Buyer of the certificate
referenced in Section 3.2(c) (the "Resolution Period"), DBBC and Buyer shall use
their reasonable efforts to resolve by written agreement (the "Agreed
Adjustments") Seller's objections as to the Buyer's Audited Closing Date Balance
Sheet. In the event that DBBC and Buyer so resolve any such objections, the
Buyer's Audited Closing Date Balance Sheet set forth in the Buyer's Accounting
Report shall be adjusted by the Agreed Adjustments and, if all such objections
have been resolved by Agreed Adjustments, the Buyer's Audited Closing Date
Balance Sheet set forth in the Buyer's Accounting Report, as adjusted by the
Agreed Adjustments, shall be final and binding as the Final Balance Sheet for
purposes of this Agreement but shall not limit the representations, warranties,
covenants and agreements of the parties set forth elsewhere in this Agreement.
In the event any objections raised by Seller are not resolved by Agreed
Adjustments during the Resolution Period, then within five (5) days following
the end of the Resolution Period DBBC and Buyer shall jointly select a national
accounting firm acceptable to both DBBC and Buyer (or if they cannot agree on
such selection, a national accounting firm will be selected by lot from the
following firms: Andersen LLP, PricewaterhouseCoopers, Ernst & Young LLP and
Deloitte & Touche (the "Additional Accounting Firm") and jointly direct such
firm to review and resolve any remaining objections as to which Buyer and DBBC
have not reached Agreed Adjustments. The procedures to be employed by the
Additional Accounting Firm in resolving any such remaining objections shall be
mutually agreed upon by Buyer and DBBC. Buyer and DBBC shall jointly direct the
Additional Accounting Firm to deliver, within sixty (60) days following the end
of the Resolution Period, written notice to each of Buyer and DBBC setting forth
its determination of:

(i) Such remaining objections; and

(ii) The adjustments to the Buyer's Audited Closing Date Balance Sheet
(the "Additional Accounting Firm Adjustments").

The Buyer's Audited Closing Date Balance Sheet as so determined but after giving
effect to the Agreed Adjustments and to the Additional Accounting Firm
Adjustments shall be final and binding as the Final Balance Sheet for purposes
of this Agreement but shall not limit the representations, warranties, covenants
and agreements of the parties set forth elsewhere in this Agreement.

(e) The Preliminary Balance Sheet, the Buyer's Audited Closing Date Balance
Sheet, and the Final Balance Sheet shall each present the assets and liabilities
of DBBC and the subsidiaries on a consolidated and consolidating basis.

(f) The parties hereto shall make available to Seller's accountant and, if
applicable, the Additional Accounting Firm, without further indemnification or
undertakings, such books, records and other information (including work papers)
as such firms may reasonably request to audit or review the Buyer's Accounting
Report. The fees and expenses of the Additional Accounting Firm, if any, shall
be borne by Buyer.

3.3. Payment of Purchase Price and Agreed Adjustment Amounts. The Buyer
shall pay the Purchase Price as follows:

(a) The Buyer shall pay that portion of the Purchase Price to be paid in
Cumulus Common Stock by issuing Five Million Two Hundred Fifty Thousand
(5,250,000) shares of Cumulus Common Stock. The shares described in the
preceding sentence shall be issued to Seller as follows: (i) 5,250,000 shares of
Cumulus Common Stock, less the Indemnity Escrowed Shares (as defined below) and
the Adjustment Escrowed Shares (as defined below) shall be issued to Seller on
the Closing Date; and (ii) the Indemnity

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Escrowed Shares and the Adjustment Escrowed Shares shall be deposited into an
escrow account ("Escrow Account") established pursuant to an Escrow Agreement
among Buyer, DBBC and Sun Trust Bank, as escrow agent (the "Escrow Agent"), in
the form attached hereto as Exhibit B (the "Escrow Agreement"). The Cumulus
Common Stock placed into the Escrow Account (the "Escrowed Shares") will be
distributed pursuant to the terms and conditions of the Escrow Agreement, which
will provide, among other terms, that (i) the number of shares of Cumulus Common
Stock priced at Average Cumulus Stock Price representing ten percent (10%) of
total value of the Purchase Price (the "Indemnity Obligation Escrowed Shares")
will be held to support DBBC's indemnity obligations as provided in Article 11
hereof, and (ii) the number of shares of Cumulus Common Stock priced at the
Average Cumulus Stock Price representing one hundred fifty percent (150%) of the
total value of the estimated Negative Adjustment Amount, if any, calculated by
comparing the Estimated Assumed Liabilities Balance Sheet and the October 31,
2001 Balance Sheet (giving effect to the US$500,000 collar contemplated by
Section 3.1), but not fewer than ten thousand (10,000) shares (the "Adjustment
Escrowed Shares") will be distributed to DBBC or to Buyer, as the case may be,
upon determination of the Positive Adjustment Amount or the Negative Adjustment
Amount as provided herein.

(b) In the event there is a Positive Adjustment Amount calculated pursuant
hereto, the Escrow Agent shall distribute to DBBC the Adjustment Escrowed
Shares, and Buyer shall issue to Seller an additional number of shares of
Cumulus Common Stock equal in value (valued at the Average Cumulus Stock Price)
to the Positive Adjustment Amount.

(c) In the event there is a Negative Adjustment Amount calculated pursuant
hereto, the Escrow Agent shall distribute (i) to Buyer, that number of
Adjustment Escrowed Shares calculated by dividing the Negative Adjustment Amount
by the Average Cumulus Stock Price, and (ii) to Seller, the balance, if any, of
the Adjustment Escrowed Shares. If the value of the Adjustment Escrowed Shares
(valued at the Average Cumulus Stock Price) is less than the Negative Adjustment
Amount, then all of the Adjustment Escrowed Shares shall be distributed to
Buyer, and the remaining shortfall in the Negative Adjustment Amount shall be
paid immediately by Seller to Buyer in cash or Cumulus Common Stock (valued at
the Average Cumulus Stock Price).

3.4. Allocation of Purchase Price and Assumed Liabilities.

(a) The amount of money denominated in United States Dollars represented by
Five Million, Two Hundred Fifty Thousand (5,250,000) shares of Cumulus Common
Stock valued at the Average Cumulus Stock Price, the value of the Assumed
Liabilities and the value of the Warrant (as determined by Houlihan, Lokey,
Howard & Zukin in connection with the preparation of its fairness opinion to be
issued in connection with the transactions contemplated hereby) shall be
allocated among the Purchased Assets and as consideration in exchange for the
stock of the Merged Companies as set forth on Schedule 3.4(A) attached hereto.
The parties agree that the consideration paid for the Purchased Assets as set
forth in Schedule 3.4(A) shall be composed first of the Assumed Liabilities and,
only if the amount paid for the Purchased Assets exceeds the amount of the
Assumed Liabilities shall any portion of the Cumulus Common Stock or the Warrant
be allocated to the Purchased Assets. The parties agree that the allocation set
forth on Schedule 3.4(A), as amended and reissued pursuant to Section 3.4(b),
will be used by them and respected for all income tax purposes, and that the
parties shall follow such allocation for all tax reporting purposes, including
the preparation and filing of Internal Revenue Service Form 8594 pursuant to
Section 1060 of the Code and the Treasury Regulations promulgated thereunder.

(b) Promptly following the determination of the Final Balance Sheet and the
calculation of the Positive Adjustment Amount or the Negative Adjustment Amount,
Buyer shall cause KPMG to prepare a revised purchase price allocation
(determined in a manner consistent with the allocation on Schedule 3.4(A)),
which will be attached hereto as amended Schedule 3.4(A).

3.5. Confirmation of Assumed Liabilities. Upon the issuance of the Final
Balance Sheet, Buyer shall confirm the amount of the Assumed Liabilities by
reference to the consolidating DBBC balance sheet included with the Final
Balance Sheet. If the amount of the Assumed Liabilities reflected on the Final
Balance Sheet is greater than the Maximum Assumed DBBC Liability Amount, the
Buyer shall revise the

C-14

Assumption Agreement to reduce the amount of the liabilities assumed pursuant
thereto to the Maximum Assumed DBBC Liability Amount nunc pro tunc. Any
liabilities that are eliminated from the Assumed Liabilities pursuant to this
Section 3.5 are Excluded Liabilities. If the Assumed Liabilities are greater
than the Maximum Assumed DBBC Liability Amount, then Buyer shall have no
obligation to pay Transaction Costs or Transaction Taxes as provided in Section
3.6.

3.6. Payment of Certain Taxes and Expenses.

(a) Subject to Section 3.7, and to the Closing, Buyer agrees that it will
pay any and all outstanding fees and expenses due and owing by DBBC in
connection with the negotiation, documentation and closing of the transactions
contemplated hereby to Dickstein, Shapiro, Morin & Oshinsky, LLP ("DSMO"), Marie
Swinford, Kraft Bros., Esstman, Patton & Harrell ("Kraft"), and Media Services
Group. The foregoing costs and expenses, as well as fifty percent (50%) of the
FCC filing fees and those monies previously paid by DBBC to the above-specified
parties in connection with the negotiation, documentation and closing of the
transactions contemplated hereby are referred to herein as the "Transaction
Costs". At the Closing, DBBC will deliver to Buyer written notification of the
estimated amount of the Transaction Costs (including such amounts previously
paid by DBBC hereunder), along with reasonable documentation of the estimated
Transaction Costs. DBBC will afford Buyer the opportunity to verify and confirm
such amounts to Buyer's reasonable satisfaction. No later than thirty (30) days
after Closing, DBBC will deliver to Buyer written notification of the final
amount of the Transaction Costs, along with reasonable documentation of the
final Transaction Costs. DBBC will afford Buyer the opportunity to verify and
confirm such amounts to Buyer's reasonable satisfaction. Any Transaction Costs
outstanding at the Closing Date will be paid by Buyer not more than ten (10)
days after the determination of the Final Balance Sheet.

(b) Subject to Section 3.7, upon the Closing, Buyer agrees that it will pay
all federal and state income taxes incurred by DBBC or by the members of DBBC as
a result of the completion of the transactions contemplated hereby ("Transaction
Taxes"); provided, however, that the Transaction Taxes will not include any
additional taxes incurred by the DBBC members as a result of Buyer's payment of
the Transaction Taxes. The Transaction Taxes will be calculated by the members
of DBBC. At the Closing, Seller will deliver to Buyer written notice of the
amount of the Transaction Taxes and the date(s) upon which the Transaction Taxes
are due, together with such supporting documentation and work papers as are
reasonably necessary for Buyer to confirm such amounts and date(s). Such amounts
and due dates shall be subject to confirmation by Buyer. The Transaction Taxes,
as so confirmed, will be paid by Buyer to the members of DBBC in the amounts so
calculated and on the date(s) not less than ten (10) days before the date(s)
upon which the Transaction Taxes are due.

3.7. Limit on Buyer Obligation. Notwithstanding anything else in this
Agreement to the contrary, in no event will the aggregate amount of the
Subsidiary Company Liabilities, the Assumed Liabilities, the Transaction Costs
and the Transaction Taxes (the "Capped Amount") exceed Twenty One Million United
States Dollars (US$21,000,000); provided, however, that the indebtedness related
to the exercise of the real property purchase option described in Section 2.3(c)
shall not be included in the Capped Amount. If the Capped Amount exceeds Twenty
One Million United States Dollars (US$21,000,000), then the components of the
Capped Amount will be reduced or eliminated (and Buyer's obligations with
respect thereto reduced or eliminated) to the extent necessary to reduce the
Capped Amount to Twenty One Million United States Dollars (US$21,000,000). The
components of the Capped Amount will be reduced or eliminated in the following
order: (1) Transaction Taxes and (2) Transaction Costs. Any components of the
Capped Amount that are so reduced or eliminated shall remain liabilities of DBBC
or its members, as the case may be.

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ARTICLE 4

CLOSING

4.1. Closing.

(a) The closing of (i) the purchase and sale of the Purchased Assets and
(ii) the Mergers (the "Closing") shall be consummated at 10:00 a.m. local time,
on a date in accordance with Section 4.1(b) that is mutually acceptable to the
parties at the offices of Gardner, Carton & Douglas at 321 North Clark Street,
Chicago, Illinois, or at such other time or place as shall be agreed upon by
Buyer and Seller. The time and date on which the Closing is actually held is
referred to herein as the "Closing Date." The Closing shall be effective as of
the close of business on the Closing Date.

(b) The Closing shall occur no later than ten (10) business days after the
occurrence of both of the following conditions: (i) the date on which the grant
of the FCC Consent shall have become a Final Order and (ii) the expiration or
termination of the applicable waiting period under the HSR Act; provided,
however, that Buyer may in its sole discretion, after the FCC's issuance of the
FCC Consent approving the transactions contemplated hereby, waive the condition
set forth in (i) upon the execution by Buyer and Seller of a rescission
agreement in a form mutually acceptable to Buyer and Seller.

4.2. Documents to be Delivered to Buyer. At the Closing, Seller will
deliver or cause to be delivered to Buyer the following documents:

(a) Copy of the certification of organization of DBBC, certified as of a
recent date by the Secretary of State of the State of Georgia.

(b) Copy of the articles of incorporation of Mt. Juliet, certified as of a
recent date by the Tennessee Secretary.

(d) Copy of the articles of incorporation of Phoenix of Hendersonville,
certified as of a recent date by the Tennessee Secretary.

(e) Certificate of good standing of DBBC, issued as of a recent date by the
Secretary of State of Georgia.

(f) Certificate of good standing of Phoenix, issued as of a recent date by
the Delaware Secretary.

(g) Certificate of good standing of Mt. Juliet, issued as of a recent date
by the Tennessee Secretary.

(h) Certificate of good standing of Phoenix of Hendersonville, issued as of
a recent date by the Tennessee Secretary.

(i) Certificate of the secretary or an assistant secretary of DBBC, dated
the Closing Date, in form and substance reasonably satisfactory to Buyer, as to
(i) no amendments to DBBC's certificate of organization since a specified date;
(ii) DBBC's Operating Agreement; (iii) the resolutions of DBBC's Members
authorizing the execution and performance of this Agreement and the transactions
contemplated hereby; and (iv) incumbency and signatures of DBBC's managers
executing this Agreement and any Seller Ancillary Agreement.

(j) Certificate of the secretary or an assistant secretary of Phoenix,
dated the Closing Date, in form and substance reasonably satisfactory to Buyer,
as to (i) no amendments to Phoenix's certificate of incorporation since a
specified date; and (ii) Phoenix's bylaws.

(k) Certificate of the secretary or an assistant secretary of Phoenix of
Hendersonville, dated the Closing Date, in form and substance reasonably
satisfactory to Buyer, as to (i) no amendments to Phoenix of Hendersonville's
articles of incorporation since a specified date; and (ii) Phoenix of
Hendersonville's bylaws.

C-16

(l) Certificate of the secretary or an assistant secretary of Mt. Juliet,
dated the Closing Date, in form and substance reasonably satisfactory to Buyer,
as to (i) no amendment to Mt. Juliet's articles of incorporation since a
specified date; and (ii) Mt. Juliet's bylaws.

(m) Certificate of DBBC in form and substance reasonably acceptable to
Buyer certifying as to the accuracy of DBBC's representations and warranties at
and as of the Closing and that DBBC has performed and complied with all of the
terms, provisions and conditions to be performed and complied with by DBBC at or
before the Closing.

(n) An opinion of DSMO, counsel to Seller, in form and substance reasonably
acceptable to Buyer.

(o) Certificates of title or origin (or like documents) with respect to any
vehicles or other equipment included in the Purchased Assets for which a
certificate of title or origin is required in order to transfer title.

(p) All consents, waivers or approvals obtained by Seller with respect to
the Purchased Assets, the Merged Companies or the Business or the consummation
of the transactions contemplated by this Agreement.

(q) An instrument assigning to Buyer all right, title and interest of
Seller in the FCC Licenses and any pending applications relating to the Business
before the FCC.

(r) A special warranty deed with respect to each of the parcels of Owned
Real Property, duly executed by DBBC and in form and substance reasonably
satisfactory to Buyer, as provided in Section 9.1(b) hereof.

(s) An assignment with respect to each of the leases of real estate
described in Schedule 5.11(B), duly executed by DBBC and in form and substance
reasonably satisfactory to Buyer.

(t) The standard 1992 Form B ALTA fee owner's title insurance policy or
marked-up unconditional binder for such insurance including all required
endorsements, dated as of the Closing Date and showing title to the Owned Real
Property in the name of Buyer, all as provided in Section 9.1(c) hereof.

(u) All required real estate transfer declaration or exemption certificates
and any other documents as may be otherwise necessary to transfer title of the
Owned Real Property to Buyer.

(v) All affidavits and other statements as may be reasonably required by
the title insurance company in order to issue the title insurance policies
contemplated by Section 9.1(c) and (d) hereof.

(w) Affidavit of Seller stating, under penalty of perjury, Seller's United
States taxpayer identification number and that the Seller is not a foreign
person, in the form required by Section 1445(b)(2) of the Code and the Treasury
Regulations thereunder.

(x) The Bill of Sale and Assignment Agreement duly executed by DBBC.

(y) Business and personnel records related to the Business Employees.

(z) The resignations of each member of Phoenix's board of directors and
officers effective as of the Closing.

(aa) The resignations of each member of Mt. Juliet's board of directors and
officers effective as of the Closing.

(bb) The resignations of each member of Phoenix of Hendersonville's board
of directors and officers effective as of the Closing.

(cc) The Escrow Agreement among Buyer, Seller and the Escrow Agent
substantially in the form attached hereto as Exhibit B.

(dd) Evidence, satisfactory to Buyer in its sole discretion, that all liens
encumbering the assets of the Merged Companies and Phoenix of Hendersonville
have been released or will be released upon payment of the CIT Indebtedness, the
Mid-TN Indebtedness or the Affiliate Indebtedness.

C-17

(ee) Certificates in customary form of each of the Merged Companies (each,
a "Merged Company Tax Opinion Certificate") signed by an officer of the
respective Merged Company, setting forth factual representations and covenants
that will serve as the basis for the tax opinions required pursuant to Sections
4.2(gg) and 4.3(j) of this Agreement.

(ff) A Certificate in customary form (the "Seller Tax Opinion Certificate")
signed by an officer of Seller, setting forth factual representations and
covenants that will serve as a basis for the tax opinions required pursuant to
Sections 4.2 and 4.3 of this Agreement.

(gg) An opinion of Jones, Day, Reavis & Pogue, counsel to Buyer, that the
Mergers will each qualify as a reorganization within the meaning of Section
368(a)(2)(D) of the Code. In providing such opinion, Jones, Day, Reavis & Pogue
may rely upon the Merged Company Tax Opinion Certificates, the Seller Tax
Opinion Certificate and the Buyer Tax Opinion Certificate.

(hh) If necessary, an update of the Disclosure Schedules attached hereto
pursuant to Section 12.3.

(ii) The respective Certificates of Merger in respect of the Mergers.

(jj) Such other assignments and other instruments of transfer or
conveyance, and other certificates and documents as Buyer or its counsel may
reasonably request or as may be otherwise necessary to evidence and effect the
sale, assignment, transfer, conveyance and delivery of the Purchased Assets to
Buyer or to evidence and effect the Mergers.

In addition to the above deliveries, Seller shall take all steps and
actions as Buyer may reasonably request or as may otherwise be necessary to put
Buyer in actual possession or control of the Purchased Assets or to evidence and
effect the Mergers.

4.3. Documents to be Delivered to Seller. At the Closing, Buyer will
deliver to Seller the following documents:

(a) Copy of Buyer's certificate of incorporation certified as of a recent
date by the Illinois Secretary.

(b) Certificate of good standing of Buyer issued as of a recent date by the
Illinois Secretary.

(c) Certificate of the secretary or an assistant secretary of Buyer, dated
the Closing Date, in form and substance reasonably satisfactory to Seller, as to
(i) no amendments to the certificate of incorporation of Buyer since a specified
date; (ii) the by-laws of Buyer; (iii) the resolutions of the board of directors
of Buyer authorizing the execution and performance of this Agreement and the
transactions contemplated hereby; and (iv) incumbency and signatures of the
officers executing this Agreement and any Buyer Ancillary Agreement.

(d) Certificate of Buyer in form and substance reasonably acceptable to
Seller certifying as to the accuracy of Buyer's representations and warranties
at and as of the Closing and that Buyer has performed and complied with all of
the terms, provisions and conditions to be performed and complied with by Buyer
at or before the Closing.

(e) Certificate in the name of DBBC evidencing ownership of the Cumulus
Common Stock issued pursuant to Section 3.1 hereof in form ready for transfer
and duly endorsed for transfer to DBBC.

(f) The Assumption Agreement duly executed by Buyer.

(g) The Registration Rights Agreement between Seller and Buyer (the
"Registration Rights Agreement") substantially in the form attached hereto as
Exhibit C.

(h) The Stock Warrant Agreement between Seller and Buyer (the "Stock
Warrant Agreement") substantially in the form attached hereto as Exhibit D.

(i) A certificate (the "Buyer Tax Opinion Certificate"), signed by an
officer of Buyer setting forth factual representations and covenants that will
serve as a basis for the tax opinions required pursuant to Sections 4.2 and 4.3
of this Agreement.

C-18

(j) An opinion of DSMO in customary form that the Mergers will each qualify
as a reorganization within the meaning of Section 368(a)(2)(D) of the Code. In
providing such opinion, DSMO may rely upon the Merged Company Tax Opinion
Certificates, the Seller Tax Opinion Certificate and the Buyer Tax Opinion
Certificate.

(k) Stock powers, executed in blank by DBBC, sufficient to permit the
disbursement of the Escrowed Shares from the Escrow Account as contemplated by
the Escrow Agreement.

(l) The respective Certificates of Merger in respect of the Mergers.

(m) Such other certificates and documents as Seller or its counsel may
reasonably request or as may be otherwise necessary to evidence and effect the
sale, assignment, transfer, conveyance and delivery of the Purchased Assets to
Buyer or to evidence and effect the Mergers.

In addition to the above deliveries, Buyer shall take all steps and actions as
Seller may reasonably request or as may otherwise be necessary to put Buyer in
actual possession or control of the Purchased Assets or to evidence and effect
the Mergers.

4.4. Form of Documents. The documents and instruments referred to in
Sections 4.2 and 4.3 shall be satisfactory as to form to counsel for the party
to whom they are delivered.

ARTICLE 5

REPRESENTATIONS AND WARRANTIES REGARDING SELLER

Seller represents and warrants to Buyer as follows:

5.1. Organization; Authority; Agreement Binding. DBBC is a limited
liability company duly organized, validly existing and in good standing under
the laws of the State of Georgia. DBBC has delivered to Buyer complete and
correct copies of DBBC's certificate of organization, operating agreement and
other organizational documents and amendments thereto as in effect on the date
hereof. Such certificate of organization, operating agreement and other
organizational documents, as amended, are in full force and effect. DBBC is not
in violation of any provision of its certificate of organization, operating
agreement or other organizational documents. DBBC is duly qualified or licensed
to do business and is in good standing as a limited liability company in the
jurisdictions specified in Schedule 5.1. DBBC is not required to be qualified or
licensed to do business as a foreign limited liability company in any
jurisdiction other than those specified in Schedule 5.1, except for those
jurisdictions where the failure to so qualify is not likely to have a Material
Adverse Effect on DBBC's business or financial condition, or the ability of DBBC
to lawfully consummate the transactions contemplated by this Agreement in all
material respects. DBBC has all requisite corporate or other power and authority
to own or lease and to operate and use the Purchased Assets as now employed and
to operate WRQQ as currently conducted and as proposed to be conducted. DBBC has
the corporate or other power and authority to execute and deliver this Agreement
and all Seller Ancillary Agreements and to perform its obligations hereunder and
thereunder. DBBC's execution, delivery and performance of this Agreement and the
Seller Ancillary Agreements has been duly authorized by all necessary member
actions, and will not violate any provision of DBBC's operating agreement. This
Agreement has been duly executed and delivered by DBBC, and assuming due
authorization, execution and delivery by the other parties thereto, is the
legal, valid and binding obligation of DBBC enforceable in accordance with its
terms, subject to general principles of equity and except as enforceability may
be limited by applicable bankruptcy, insolvency, fraudulent transfer,
reorganization, moratorium or other similar laws of general application relating
to creditor's rights generally.

5.2. Organization and Operation of Merged Companies and Phoenix of
Hendersonville. Each of the Merged Companies and Phoenix of Hendersonville is a
corporation duly incorporated, validly existing and in good standing under the
laws of the state of its incorporation. Seller has delivered to Buyer complete
and correct copies of the Merged Companies' and Phoenix of Hendersonville's
respective articles of incorporation, bylaws and other organizational documents
and amendments thereto as in effect on the date hereof. Such articles of
incorporation, bylaws and other organizational documents, as amended, are in
full

C-19

force and effect. None of the Merged Companies or Phoenix of Hendersonville is
in violation of any provision of its articles of incorporation, bylaws or other
organizational documents. Each of the Merged Companies and Phoenix of
Hendersonville is duly qualified or licensed to do business and is in good
standing as a corporation in the jurisdictions specified in Schedule 5.2. None
of the Merged Companies or Phoenix of Hendersonville is required to be qualified
or licensed to do business as a foreign corporation in any jurisdiction other
than those specified in Schedule 5.2, except for those jurisdictions where the
failure to so qualify is not likely to have a material adverse effect on the
Merged Companies' or Phoenix of Hendersonville's business or financial
condition. None of the Merged Companies or Phoenix of Hendersonville is liable
for or has guaranteed any liabilities or obligations of DBBC.

5.3. Ownership Interests and Related Matters. Each of Michael W. Dickey,
Lewis D. Dickey, Jr., David W. Dickey, John W. Dickey (the "Dickey Brothers")
and Quaestus Management Corporation own, in the aggregate, one hundred percent
(100%) of the limited liability company interests of DBBC as follows: each of
the Dickey Brothers owns twenty-four percent (24%) of DBBC and Quaestus
Management Corporation owns four percent (4%) of DBBC. DBBC owns all of the
issued and outstanding shares of stock of Mt. Juliet and Phoenix, in each case
free and clear of any lien, charge or encumbrance. Phoenix owns all of the
issued and outstanding shares of stock of Phoenix of Hendersonville, free and
clear of any lien, charge or encumbrance. The authorized capital stock of Mt.
Juliet consists of 200 shares with 61 shares of common voting stock and 139
shares of common non-voting stock, no par value, of which 61 shares of common
voting stock are issued and outstanding. The authorized capital stock of Phoenix
consists of 1,000,000 shares of common stock, par value $.01 per share, of which
750,000 are issued and outstanding. The authorized capital stock of Phoenix of
Hendersonville consists of 20,000 shares of common stock, par value $.05 per
share, of which 1,000 are issued and outstanding. All of the outstanding shares
of stock of each of the Merged Companies and Phoenix of Hendersonville have been
duly authorized and are validly issued. Except as set forth on Schedule 5.3,
there are no rights, subscriptions, warrants, options, conversion rights or
agreements of any kind outstanding to purchase or otherwise acquire any shares
of stock of any of the Merged Companies or Phoenix of Hendersonville or
securities or obligations of any kind convertible into or exchangeable for any
shares of stock of any of the Merged Companies or Phoenix of Hendersonville. The
Mergers contemplated by this Agreement shall vest in Buyer all right, title and
interest in the Merged Companies, free and clear of all adverse claims (as
defined under U.C.C. sec. 8-302(2)), other than adverse claims created by or
through or suffered by Buyer. Phoenix's only subsidiary is Phoenix of
Hendersonville. Neither Mt. Juliet nor Phoenix of Hendersonville has any
subsidiaries.

5.4. Absence of Conflicts. Except as set forth in Schedule 5.4, the
execution and delivery of this Agreement and the consummation of the
transactions contemplated hereby, will not:

(a) Conflict with, result in a violation or breach of the terms, conditions
or provisions of, or constitute a default, an event of default or an event
creating rights of acceleration, termination or cancellation, or a loss of
rights under, or result in the creation or imposition of any Encumbrance upon
any of the Purchased Assets or the assets of any of the Merged Companies or
Phoenix of Hendersonville under (i) any material term or provision of the
certificate of organization or operating agreement of DBBC or the articles of
incorporation or bylaws of any of the Merged Companies or Phoenix of
Hendersonville; (ii) any contract, agreement, indenture, lease or other
commitment to which any of DBBC, Phoenix, Phoenix of Hendersonville or Mt.
Juliet is a party or by which any of DBBC, Phoenix, Phoenix of Hendersonville or
Mt. Juliet is bound or to which any of the Purchased Assets, the Merged
Companies, Phoenix of Hendersonville or the Business is subject; (iii) any Court
Order by which any of DBBC, Phoenix, Phoenix of Hendersonville or Mt. Juliet are
bound or any of the Purchased Assets or the Business is subject; or (iv) any
material Requirements of Law affecting Seller, the Purchased Assets, the Merged
Companies, Phoenix of Hendersonville or the Business.

(b) Require the approval, consent, authorization or act of, or the making
by Seller of any declaration, notification, filing or registration with any
Person or public agency or other authority other than the FCC, the Federal Trade
Commission or the Antitrust Division of the Department of Justice.

C-20

5.5. No Violation, Litigation or Regulatory Action. Except as set forth
in Schedule 5.5:

(a) DBBC, Phoenix, Phoenix of Hendersonville and Mt. Juliet each has (since
their respective acquisitions by DBBC) complied and each is in substantial
compliance with all Court Orders and all Requirements of Law, including all
court or administrative orders or processes, including but not limited to FCC,
OSHA, EEOC, National Labor Relations Board and Environmental Protection Agency
and with all applicable statutes, rules and regulations pertaining to equal
employment opportunity, which are applicable to DBBC, Phoenix, Phoenix of
Hendersonville and Mt. Juliet, the Purchased Assets or the Business.

(b) There are no Actions or investigations pending or, to the Knowledge of
Seller, threatened against DBBC, Phoenix, Phoenix of Hendersonville and Mt.
Juliet which could have a Material Adverse Effect.

(c) There is no Action pending or, to the Knowledge of Seller, threatened
which questions the legality or propriety of the transactions contemplated by
this Agreement.

(d) Except for FCC rulemaking proceedings generally affecting the radio
broadcasting industry, there is no decree, judgment, order, investigation,
litigation at law or in equity, arbitration proceeding or proceeding before or
by any Governmental Body or authority pending or, to the Knowledge of Seller,
threatened, to which any of DBBC, Phoenix, Phoenix of Hendersonville or Mt.
Juliet is a party or otherwise relating to the Business or the Purchased Assets.

(e) Seller owns and operates and, since the date Seller purchased the
Merged Companies or Phoenix of Hendersonville, has owned and operated, the
Business, the Purchased Assets, and the Merged Companies and Phoenix of
Hendersonville and carries on and conducts, and has carried on and conducted,
the business and affairs of the Business in substantial compliance with all
Requirements of Law, and all court or administrative orders or processes,
including but not limited to FCC, OSHA, Equal Employment Opportunity Commission
("EEOC"), National Labor Relations Board and Environmental Protection Agency
with all applicable statutes, rules and regulations pertaining to equal
employment opportunity, including, without limitation, those of the EEOC and the
FCC.

5.6. Financial Statements.

(a) Schedule 5.6(A) contains correct and complete copies of the following
documents, (which are collectively referred to herein as the "Seller Financial
Statements"):

(i) The audited consolidated balance sheet of DBBC and its
subsidiaries as of December 31, 2000 (the "December 31, 2000 Balance
Sheet") and the related audited consolidated statements of income, cash
flows and changes in members' equity for the year then ended, together with
the notes thereto, reported on by Kraft, whose unqualified reports thereon
are included therewith;

(ii) The unaudited consolidated balance sheet of DBBC and its
subsidiaries as of October 31, 2001 (the "October 31, 2001 Balance Sheet")
and the related unaudited consolidated statements of income, cash flows and
changes in members' equity for the period then ended.

(iii) The audited consolidated balance sheet of DBBC and its
subsidiaries as of December 31, 1999 and the related audited consolidated
statements of income, cash flows and changes in members' equity for the
year then ended, together with the notes thereto, reported on by Kraft,
whose unqualified reports thereon are included therewith;

(iv) The audited consolidated balance sheet of DBBC and its
subsidiaries as of December 31, 1998 and the related audited consolidated
statements of income, cash flows and changes in members' equity for the
year then ended, together with the notes thereto, reported on by Kraft,
whose unqualified reports thereon are included therewith;

(b) The Seller Financial Statements have been prepared in accordance with
GAAP consistently applied and fairly present the financial condition, assets,
liabilities (whether accrued, absolute, contingent or otherwise) and members'
equity of Seller as of their dates. The related statements have been prepared in
accordance with GAAP consistently applied (except with respect to the October
31, 2001 Balance Sheet which reflects the Agreed GAAP Exceptions and which does
not include accompanying notes) and

C-21

fairly present the results of operations and changes in cash flow and members'
equity of the Seller for the periods covered thereby.

5.7. No Undisclosed Liabilities. The Seller has no liabilities or
obligations (direct or indirect, contingent or absolute, matured or unmatured)
of any nature whatsoever, whether arising out of contract, tort, statute or
otherwise which are not reflected, reserved against or given effect to in the
Seller Financial Statements or the Final Balance Sheet except: (i) liabilities
and obligations which are disclosed specifically in Schedule 5.7; (ii)
liabilities and obligations under executory contracts; (iii) liabilities and
obligations under Employee Plans; (iv) liabilities and obligations which are the
subject matter of another representation of this Article V; or (v) liabilities
and obligations incurred in the ordinary course of business since the date of
the Seller Financial Statements and which are of the same nature and general
amounts as those set forth on the Seller Financial Statements ("Undisclosed
Liabilities"). There is no basis for assertion against Seller of any liabilities
or obligations not adequately reflected, reserved against or given effect to in
the Seller Financial Statements or the Final Balance Sheet or in Schedule 5.7
except for liabilities and obligations described in clause (ii) of this Section
5.7.

5.8. Operations Since December 31, 2000.

(a) Except as set forth in Schedule 5.8(A), since December 31, 2000, there
has been no Material Adverse Effect in the Purchased Assets or in the Business,
operations, workforce, prospects or financial condition of Seller, the Merged
Companies or Phoenix of Hendersonville.

(b) Except as set forth in Schedule 5.8(B), since December 31, 2000,
Seller, the Merged Companies and Phoenix of Hendersonville have conducted the
Business only in the ordinary course consistent with past practice. Without
limiting the generality of the foregoing, since December 31, 2000, except as set
forth in such Schedule, Seller, the Merged Companies and Phoenix of
Hendersonville have not:

(i) Sold, leased (as lessor), transferred or otherwise disposed of, or
mortgaged or pledged, or imposed or suffered to be imposed any Encumbrance
on, any of the assets reflected on the December 31, 2000 Balance Sheet or
any assets acquired by Seller, the Merged Companies or Phoenix of
Hendersonville since December 31, 2000, except for inventory and immaterial
amounts of personal property sold or otherwise disposed of in the ordinary
course of business and except for Permitted Encumbrances;

(ii) canceled any debts owed to or claims held by them (including the
settlement of any claims or litigation) other than in the ordinary course
of business;

(iii) created, incurred, assumed or guaranteed, or agreed to create,
incur, assume or guaranty, any indebtedness for borrowed money or entered
into, as lessee, any capitalized lease obligations (as defined in Statement
of Financial Accounting Standards No. 13);

(iv) accelerated or delayed collection of notes or accounts receivable
generated by Seller, the Merged Companies or Phoenix of Hendersonville in
advance of or beyond their regular due dates or the dates when the same
would have been collected in the ordinary course of business, other than
accelerations and delays of such notes or accounts receivable in amounts
not exceeding US$25,000 individually, which are necessary or desirable in
light of the financial condition of the maker of the note or the account
party may be made with Buyer's prior written consent thereto;

(v) delayed or accelerated payment of any account payable or other
liability of Seller, the Merged Companies or Phoenix of Hendersonville
beyond or in advance of its due date or the date when such liability would
have been paid in the ordinary course of business (other than accelerations
and delays necessary or desirable in light of the financial condition of
the maker of the note on the account party);

(vi) instituted any increase in any compensation payable to any
employee of Seller, the Merged Companies or Phoenix of Hendersonville or in
any profit-sharing, bonus, incentive, deferred compensation, insurance,
pension, retirement, medical, hospital, disability, welfare or other
benefits made available to employees of Seller, the Merged Companies or
Phoenix of Hendersonville (other

C-22

than any such increase or payment paid or to become payable in the ordinary
course of business consistent with past practice);

(vii) declared or paid any distributions or dividends other than
distributions to provide funds for the payment of federal and state income
tax liabilities of the members of DBBC resulting from the attribution to
such members of the income of DBBC, which distributions are disclosed in
Schedule 5.8(A) or Schedule 5.8(B) and which have been made in the ordinary
course of business consistent with past practice; or

(viii) agreed to do any of the foregoing.

5.9. Taxes.

(a) The Seller, the Merged Companies and all members of any consolidated,
affiliated or unitary group of which a Merged Company is a member have, since
the date Seller purchased the Merged Companies or Phoenix of Hendersonville,
accurately prepared and in all material respects timely filed (including all
extensions) all federal, state, county, municipal and local income, sales, use,
transfer, business, property and other Tax Returns required to be filed by them
on or prior to the Closing Date and have paid (or have accrued or will accrue,
prior to the Closing Date, amounts for the payment of) all Taxes shown as owing
on all such Tax Returns on or prior to the Closing Date. Except as set forth on
the attached Schedule 5.9(A):

(i) All Tax Returns prepared and filed by Seller, the Merged Companies
and Phoenix of Hendersonville (since Seller's formation or Seller's
acquisition of Phoenix of Hendersonville, as the case may be) are true and
correct in all material respects and properly reflect the Taxes due for the
periods covered thereby.

(ii) To the Knowledge of Seller, there has been no intentional
disregard of any statute, regulation, rule or revenue ruling in the
preparation of any Tax Return applicable to Seller, the Merged Companies or
Phoenix of Hendersonville.

(iii) There are no tax liens on any of the Purchased Assets of Seller
or on the assets or the stock of the Merged Companies or Phoenix of
Hendersonville, except for liens for current Taxes not yet due and payable
and the Purchased Assets or the assets or stock of the Merged Companies are
not subject to claims for income taxes of any Person.

(iv) Since the date Seller purchased the Merged Companies or Phoenix
of Hendersonville, none of the Seller, the Merged Companies or Phoenix of
Hendersonville has waived any law or regulation fixing, or consented to the
extension of, any period of time for assessment of any Taxes, which waiver
or consent is currently in effect.

(v) No Tax Return of Seller, the Merged Companies or Phoenix of
Hendersonville (since the date of their acquisition by Seller) has been
audited by any taxing authority or other Governmental Body, and to the
Knowledge of Seller, there are no unresolved questions, claims or disputes
asserted by any taxing authority or other Governmental Body concerning
liability for Taxes of Seller or the Merged Companies.

(vi) Neither the Merged Companies nor Phoenix of Hendersonville have
received a written ruling of a taxing authority relating to Taxes, or
entered into a written agreement with a taxing authority relating to Taxes,
that would have a continuing adverse effect after the Closing Date.

(vii) None of the Merged Companies or Phoenix of Hendersonville have
filed, and will not file on or prior to the Closing Date, a consent under
Section 341(f) of the Code.

(viii) None of the Merged Companies or Phoenix of Hendersonville are
parties to any agreement, contract or arrangement that would result,
individually or in the aggregate, in the payment of any "excess parachute
payments" within the meaning of Section 280G of the Code.

C-23

(ix) None of the Seller, any of the Merged Companies or Phoenix of
Hendersonville is a United States real property holding corporation as
defined in Section 897 of the Code nor has been a United States real
property holding corporation at any time during the five-year period ending
on the Closing Date.

(x) None of the Merged Companies or Phoenix of Hendersonville (since
their acquisition by Seller) has made or received any distribution of stock
or other securities that would cause Section 355(e) of the Code to apply to
any of the Merged Companies or Phoenix of Hendersonville.

(xi) Seller has delivered to Buyer correct and complete copies of all
federal income tax returns of Seller, the Merged Companies and Phoenix of
Hendersonville, and all examination reports and statements of deficiencies
assessed against or agreed to by any of the Seller, Merged Companies or
Phoenix of Hendersonville, for all years since 1998.

(xii) All Taxes which Seller, the Merged Companies or Phoenix of
Hendersonville are obligated to withhold from amounts owing to any
employee, former employee, creditor or third Person have been fully paid or
properly accrued.

(xiii) All tax deficiencies asserted or assessed since the date Seller
purchased the Merged Companies or Phoenix of Hendersonville against Seller,
the Merged Companies or Phoenix of Hendersonville have been paid or finally
settled and no amounts with respect thereto remain unpaid.

(xiv) There are no outstanding waivers, executed or requested by
Seller, the Merged Companies, Phoenix of Hendersonville or any tax
authority, of any statute of limitations with respect to the assessment of
any Tax.

(xv) There are no material elections (including but not limited to an
election by Seller pursuant to Section 301.7701-3(c) of the Treasury
Regulations to be classified as a corporation for federal income tax
purposes), consents or agreements with tax authorities other than those
reflected on Tax forms filed with Tax authorities.

(xvi) No withholding of Taxes by Buyer will be required in connection
with the purchase and sale contemplated herein under Section 1445 of the
Code or any other provision of the Code or any provision of foreign, state
or local law.

5.10. Title to and Condition of Assets.

(a) DBBC is the owner of and has good and marketable title to, or valid and
enforceable leasehold, license or similar interest in, all of the Purchased
Assets (provided that title to the Owned Real Property is addressed solely in
Section 5.11), and the Merged Companies and Phoenix of Hendersonville have good
and marketable title to, or valid enforceable leasehold, license or similar
interests in, all of the assets necessary to operate their respective
businesses, including without limitation those assets and properties reflected
in the Seller Financial Statements (other than those properties and assets
disposed of since the date of the Seller Financial Statements in the ordinary
course of business for fair value) in the amounts and categories reflected
therein, and all properties and assets acquired after the date of the Seller
Financial Statements, free and clear of all Encumbrances, other than Permitted
Encumbrances, or other third Person interests of any nature whatsoever, except
for: (a) the lien of current taxes not yet due and payable, (b) the security
interests and deeds of trust listed in Schedule 5.10(A), and (c) other title
exceptions disclosed in Schedule 5.10(A). Except as disclosed in Schedule
5.10(A), all of the tangible properties and assets owned by DBBC, except for the
Excluded Assets, are included in the Purchased Assets.

(b) Except for the Excluded Assets and except as set forth on Schedule
5.10(B), the Purchased Assets and the assets of the Merged Companies and Phoenix
of Hendersonville constitute all of the assets necessary to operate the Business
at and after Closing in a manner substantially similar to the operations of the
Business prior to Closing. All the rights, properties and assets which are used
in connection with the carrying on and conduct of the Business, are either (i)
owned by Seller, the Merged Companies or Phoenix of Hendersonville, (ii)
granted, leased or licensed to Seller, the Merged Companies or Phoenix of
Hendersonville under one of the contracts, agreements, arrangements, commitments
or plans listed in the

C-24

Schedules hereto to the extent required to be disclosed therein or (iii)
disclosed on Schedule 5.10(B) pursuant to this Section 5.10.

(c) The Purchased Assets and the other assets owned by Seller, the Merged
Companies or Phoenix of Hendersonville that are currently used in connection
with the Business are in good operating condition and repair, ordinary wear and
tear only excepted, are useable in the ordinary course of business and conform
in all material respects to all applicable statutes, ordinances, and regulations
relating to their construction, use and operation.

5.11. Real Property.

(a) Schedule 5.11(A) contains (i) a list of the parcel of real property
owned by any of the Seller, the Merged Companies or Phoenix of Hendersonville
and required for the operation of the Business (the "Owned Real Property")
(showing any indebtedness secured by a mortgage or other Encumbrance thereon),
and (ii) a brief description of each option held by any of the Seller, the
Merged Companies or Phoenix of Hendersonville to acquire any real property.

(b) Schedule 5.11(B) sets forth a list of each lease or similar agreement
under which any of the Seller, the Merged Companies or Phoenix of Hendersonville
is a lessee of, or holds or operates, any real property owned by any third
Person (the "Leased Real Property"). The Owned Real Property and the Leased Real
Property are collectively referred to herein as the "Real Property."

(c) Schedule 5.11(C) contains a list of each parcel of real property (i)
that has been used in the respective conduct of the businesses of Seller, the
Merged Companies or Phoenix of Hendersonville during the period in which the
members of DBBC directly or indirectly owned all of the outstanding membership
interests or capital stock of such entities, and (ii) is not described, listed
or set forth in Schedule 5.11(A) or Schedule 5.11(B) hereto.

(d) Each of the Seller, the Merged Companies and Phoenix of Hendersonville,
as the case may be, has good, valid and marketable title to the Owned Real
Property owned by it as disclosed in Schedule 5.11(A), free and clear of all
Encumbrances whatsoever except for Owned Real Property Permitted Encumbrances.
The occupation, possession and use of the Leased Real Property by Seller, the
Merged Companies or Phoenix of Hendersonville is not disturbed and, to the
Knowledge of Seller, has not been disturbed since the date Seller purchased the
Merged Companies or Phoenix of Hendersonville. Since the date Seller purchased
the Merged Companies or Phoenix of Hendersonville, no claim has been asserted
or, to the Knowledge of Seller, threatened, which is adverse to the rights of
Seller, the Merged Companies or Phoenix of Hendersonville to the continued
occupation, possession and use of the Leased Real Property, as currently
utilized.

(e) All buildings, structures, improvements, fixtures, facilities,
equipment, and all components of all buildings, structures and other
improvements included within the Real Property, including but not limited to the
roofs and structural elements thereof and the heating, ventilation, air
conditioning, plumbing, electrical, mechanical, sewer, waste water, storm water,
paving and parking equipment, systems and facilities included therein
(collectively, the "Improvements"), are in good operating condition and repair,
subject to normal wear and maintenance and are usable in the regular and
ordinary course of business, and no material maintenance, repair or replacement
thereof has been deferred. No Person other than Seller, the Merged Companies or
Phoenix of Hendersonville owns any Improvements, except for leased Improvements
disclosed on Schedule 5.11(B) or Schedule 5.13.

(f) There is no pending, or to the Knowledge of Seller, threatened
condemnation, eminent domain or similar proceeding with respect to, or which
could affect, any Real Property or any Improvements included within such Real
Property.

(g) None of the Seller, the Merged Companies or Phoenix of Hendersonville
has been notified in writing since the date Seller purchased the Merged
Companies or Phoenix of Hendersonville of any contemplated improvements to the
Real Property by public or governmental authority, the cost of which is to be
assessed as special taxes against the Real Property in the future.

C-25

(h) There are no rights of possession, use or otherwise, outstanding in
third Persons by reason of unrecorded leases, land contracts, sales contracts,
options or other comparable instruments.

(i) Except for the Jerry Daum payable identified on Schedule 5.5, all labor
and work performed upon and all machinery, materials and fuel delivered or
furnished to the Real Property for the improvement thereof have been paid for or
accrued in the Final Balance Sheet, and no unpaid-for Improvements, including
without limitation costs of construction of any Improvements, have been or will
be made to the Real Property prior to the Closing unless the same are accrued
for in the Final Balance Sheet. To the Knowledge of Seller, except for the Jerry
Daum payable, there are no parties entitled to assert a mechanics lien claim
with respect to the Owned Real Property.

(j) To the Knowledge of Seller, there are no off record or undisclosed
legal or equitable interests in any part of the Real Property owned by any other
Person.

(k) None of the Seller's, the Merged Companies' or Phoenix of
Hendersonville's use of, and the Improvements included within the Real Property,
conflicts with any zoning ordinance applicable to such Real Property and each of
Seller, the Merged Companies and Phoenix of Hendersonville, as the case may be,
has obtained all zoning permits required for its use of the Owned Real Property
and the Leased Real Property and any operations conducted thereon.

5.12. Personal Property. Schedule 5.12 contains a detailed list of all
machinery, equipment, vehicles, furniture and other personal property owned by
Seller, the Merged Companies and Phoenix of Hendersonville having an original
cost of Twenty-Five Thousand United States Dollars (US$25,000) or more per item.

5.13. Personal Property Leases. Schedule 5.13 contains a list of each
lease or other agreement or right, whether written or oral, under which any of
the Seller, the Merged Companies or Phoenix of Hendersonville is a lessee of, or
holds or operates, any machinery, equipment, vehicle or other tangible personal
property owned by a third Person, except those which are terminable by Seller,
the Merged Companies or Phoenix of Hendersonville without cost or penalty on
thirty (30) days' or less notice or which provide for annual rentals of less
than Twenty-Five Thousand United States Dollars (US$25,000).

5.14. Governmental Permits.

(a) The Seller, the Merged Companies or Phoenix of Hendersonville hold or
possess all FCC Licenses from the FCC to operate the Stations as radio broadcast
stations and all auxiliary facilities licensed by the FCC for operation in
connection with the Business, and all licenses, franchises, permits, privileges,
immunities, approvals and other authorizations from another Governmental Body
which are necessary to entitle Seller, the Merged Companies or Phoenix of
Hendersonville to own or lease, operate and use the Purchased Assets and the
Business and conduct their operations as currently operated (herein collectively
called "Governmental Permits"). Schedule 5.14(A) sets forth a list of each
Governmental Permit, including but not limited to Final Orders, which has been
issued as of the date of this Agreement. Complete and correct copies of all of
the Governmental Permits listed in Schedule 5.14(A) have heretofore been
delivered or made available to Buyer by Seller, the Merged Companies or Phoenix
of Hendersonville. The public inspection files of the Business are in compliance
with Section 73.3526 of the Rules and Regulations.

(b) Except as set forth in Schedule 5.14(B), (i) Seller and the Merged
Companies and Phoenix of Hendersonville are in compliance in all material
respects with their respective obligations under each of the Governmental
Permits, and since the date Seller purchased the Merged Companies or Phoenix of
Hendersonville no event has occurred or condition or state of facts exists which
constitutes or, after notice or lapse of time or both, would constitute a breach
or default under any such Governmental Permit or which permits or, after notice
or lapse of time or both, would permit revocation or termination of any such
Governmental Permit; (ii) no written notice of cancellation, of default or of
any dispute concerning any Governmental Permit, or of any event, condition or
state of facts described in clause (i) of this Section 5.14(b), has been
received by Seller, the Merged Companies or Phoenix of Hendersonville; (iii) no
action or proceeding is pending or, to the Knowledge of Seller, threatened
before the FCC or any

C-26

other Governmental Body to revoke, refuse to renew or modify such Governmental
Permits or other authorizations of the Business; and (iv) each of the
Governmental Permits is valid, subsisting and in full force and effect and,
except as otherwise set forth in Sections 7.5 and 7.6, each Governmental Permit
may be assigned and transferred to Buyer in accordance with this Agreement and
will be, immediately after the Closing, in full force and effect, in each case
without (x) the occurrence of any breach, default or forfeiture of rights
thereunder, or (y) the consent, approval, or act of, or the making of any filing
with, any Governmental Body. Except as set forth on Schedule 5.14(B), neither
the Seller, the Merged Companies nor Phoenix of Hendersonville have any reason
to believe that any of the Governmental Permits would not be renewed for a full
term with no adverse conditions by the FCC or other granting authority in the
ordinary course, or that the Stations are in violation of any FCC rules or
policies.

(c) The Business is being operated in accordance with the terms and
conditions of the Governmental Permits applicable to it and in accordance with
the Rules and Regulations, no proceedings or investigations are pending or, to
the Knowledge of Seller, are threatened which may result in the revocation,
cancellation, suspension, rescission, modification or non-renewal of any of the
Governmental Permits, the denial of any pending application, the issuance of any
cease and desist order or the imposition of any fines, forfeitures or other
administrative actions by the FCC with respect to the Business or its operation,
other than proceedings that are not likely to have a Material Adverse Effect on
the Business. There is not on the date of this Agreement pending before the FCC
any issued or outstanding, nor to the Knowledge of Seller is there on the date
of this Agreement threatened, any application, complaint, petition or proceeding
with respect to any Station. Seller, the Merged Companies and Phoenix of
Hendersonville have complied in all material respects with all requirements to
file reports, applications and other documents with the FCC with respect to the
Business, and with all such reports and applications. The Seller has no
Knowledge of any matters (i) which would result in the revocation of or the
refusal to renew any of the Governmental Permits, or (ii) against Seller, the
Merged Companies or Phoenix of Hendersonville which would result in the FCC's
refusal to grant the FCC Consent. The operation and maintenance by Seller, the
Merged Companies or Phoenix of Hendersonville of the towers, antenna systems and
other facilities relating to the Business or used in connection with the
transmission of their respective signals do not violate any Requirements of Law
or rights of any Person in any respect which have had or would have a Material
Adverse Effect on the Business. Seller, the Merged Companies and Phoenix of
Hendersonville have registered the towers owned by Seller, the Merged Companies
or Phoenix of Hendersonville to the extent required by applicable Requirements
of Law. None of the Stations is causing objectionable interference to the
transmissions of any other broadcast station or communications facility nor have
any of the Stations received any complaints with respect thereto, and to the
Knowledge of Seller no other broadcast stations or communications facility is
causing objectionable interference to respective transmissions of any Station.
The operation of the Business, the Merged Companies, Phoenix of Hendersonville
and all of the Purchased Assets is in compliance with ANSI Radiation Standards
C95.1-1992.

5.15. Intellectual Property.

(a) Except as described in Section 2.1(d) and as set forth on Schedule
5.15(A), there is no Intellectual Property.

(b) Each item constituting part of the Intellectual Property has been, to
the extent indicated in Schedule 5.15(B), duly registered, filed or issued, as
the case may be, to the extent as is indicated in Schedule 5.15(B) and such
registrations, filings and issuances remain in full force and effect.

(c) Except as set forth on Schedule 5.15(C), the Seller, the Merged
Companies or Phoenix of Hendersonville own and possess all right, title and
interest in and to the Intellectual Property, and except as set forth in
Schedule 5.15(C), no written claim by any Person contesting the validity,
enforceability, use, or ownership of any Intellectual Property has been received
by the Seller, the Merged Companies or Phoenix of Hendersonville or is currently
outstanding and none of the Seller, the Merged Companies or Phoenix of
Hendersonville has received any notices of any threatened claim by any Person
contesting the validity, enforceability, use, or ownership of any Intellectual
Property.

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(d) Except as set forth on Schedule 5.15(D), none of the Seller, the Merged
Companies or Phoenix of Hendersonville has received any written notices of, nor
are there any facts which indicate a likelihood of, any infringement or
misappropriation by, or conflict with, any Person with respect to any
Intellectual Property.

(e) Except as set forth on Schedule 5.15(E), to Seller's Knowledge, neither
the Seller, the Merged Companies nor Phoenix of Hendersonville has infringed,
misappropriated or otherwise been in conflict with any rights of any Person.

(f) Except as set forth in Schedule 5.15(F), neither the Seller, the Merged
Companies nor Phoenix of Hendersonville has received any written notice of, nor
are there any facts indicating a likelihood of, the invalidity or
unenforceability of any Intellectual Property.

(g) None of the former or present employees, agents, independent
contractors, officers, directors, members or managers of Seller, the Merged
Companies or Phoenix of Hendersonville holds any right, title or interest,
directly or indirectly, in whole or in part, in or to any Intellectual Property.
Neither the Seller, the Merged Companies nor Phoenix of Hendersonville license
from any present or former employees, officers, members, managers or directors
of Seller, the Merged Companies or Phoenix of Hendersonville any Intellectual
Property relating to the Business as currently conducted or as currently
proposed to be conducted. None of the Seller, the Merged Companies or Phoenix of
Hendersonville is a party to any employment contract, patent disclosure
agreement or any other contract or agreement with any employee of Seller, the
Merged Companies or Phoenix of Hendersonville relating to any Intellectual
Property. Schedule 5.15(G) describes all Intellectual Property that has been or
is licensed to any Person and all Intellectual Property that has been or is
licensed from any Person, and identifies the Person to whom or from whom such
rights have been or are licensed. All Intellectual Property has been assigned or
licensed to Seller, the Merged Companies or Phoenix of Hendersonville free and
clear of any Encumbrance. The transactions contemplated by this Agreement will
have no Material Adverse Effect on Seller's or the Merged Companies' or Phoenix
of Hendersonville's right, title and interest in and to any Intellectual
Property. Except as set forth in Schedule 5.15(B), the Seller, the Merged
Companies and Phoenix of Hendersonville have taken all commercially reasonable
action necessary or desirable to protect the Intellectual Property and will
continue to use commercially reasonable efforts to maintain those rights prior
to Closing so as to not materially adversely affect the validity or enforcement
of the Intellectual Property.

5.16. Employees and Related Agreements.

(a) Except as described in Schedules 5.16(A) and 5.16(B), neither Seller
nor any member of Seller's Controlled Group is a party to or bound by any
implied, oral or written collective bargaining agreement, employment agreement,
severance agreement, consulting, advisory, independent contractor or service
agreement, deferred compensation agreement, confidentiality agreement or
covenant not to compete, or other contract or agreement relating to employment
or compensation which, individually or in the aggregate, is material to the
Business. There are no material controversies pending, or, to the Knowledge of
Seller, threatened between Seller or any member of its Controlled Group and its
employees or former employees.

(b) For purposes of this Agreement, (i) "ERISA" means the Employee
Retirement Income Security Act of 1974, as amended, and any regulations
promulgated thereunder; (ii) the term "Employee Plan" includes any written
pension, retirement, savings, disability, medical, dental, health, life
(including, without limitation, any individual life insurance policy under which
an employee or former employee of Seller or any member of its Controlled Group
is the named insured and as to which Seller or any member of its Controlled
Group makes premium payments, whether or not Seller or any member of its
Controlled Group is the owner, beneficiary or both of such policy), incentive,
severance pay, death benefit, group insurance, profit-sharing, deferred
compensation, stock option, stock purchase, bonus, vacation pay, trust,
contract, agreement or policy, including without limitation any pension plan as
defined in Section 3(2) of ERISA ("Pension Plan") and any written welfare plan
as defined in Section 3(1) of ERISA ("Welfare Plan") whether or not any of the
foregoing is funded or insured, which is intended to provide or does in fact
provide benefits to any current or former employee of Seller or its Controlled
Group, and to which Seller

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or any member of its Controlled Group is a party or by which they (or any of
their rights, properties or assets) are bound; and (iii) the term "Controlled
Group" includes, with respect to Seller, any corporation, partnership,
proprietorship, company, individual, organization, Person or other entity that
with Seller is required to be treated as a single employer under Section 414(b),
(c) or (m) of the Code. Except as described in Schedule 5.16(B), (i) neither
Seller nor any member of the Controlled Group maintains, or is required to
contribute to, either directly or through any other Person or entity, any
Employee Plan on behalf of its current or former employees; (ii) no current or
former employees of Seller or any member of its Controlled Group are covered
under any Employee Plan; and (iii) each Employee Plan that is intended to be
qualified under Section 401(a) of the Code has received a favorable
determination letter from the IRS (copies of which have been furnished to Buyer)
stating that the plan meets the requirements of the Code and that the trust
associated with the plan is tax-exempt under Section 501(a) of the Code.

(c) Neither Seller nor any member of its Controlled Group has ever
contributed to, been obligated to contribute to, or has any liability under any
Multiemployer plan (as described in Section 4001(a)(3) of ERISA) with respect to
its current or former employees.

(d) Each Welfare Plan maintained by Seller or any member of its Controlled
Group which is a group health plan (within the meaning of Section 5000(b)(1) of
the Code) complies in all material respects with, and has been maintained and
operated in accordance with, each of the health care continuation requirements
of Section 162(k) of the Code as in effect for years beginning prior to 1989,
Section 4980B of the Code for years beginning after December 31, 1988, Part 6 of
Title I, Subtitle B of ERISA, and the requirements of the Health Insurance
Protection and Portability Act of 1996.

(e) Except as disclosed in Schedule 5.16(E), neither Seller nor any member
of its Controlled Group has any liabilities for post-retirement welfare
benefits, including retiree medical benefits.

(f) Each Employee Plan, the administrator and fiduciaries of each Employee
Plan and Seller and all members of Seller's Controlled Group have at all times
complied with the applicable requirements of ERISA (including, but not limited
to, the fiduciary responsibilities imposed by Part 4 of Title I, Subtitle B of
ERISA), the Code and any other applicable Requirements of Law governing each
Employee Plan, and (ii) each Employee Plan has at all times since the date
Seller purchased the Merged Companies or Phoenix of Hendersonville been properly
administered in all material respects in accordance with all such Requirements
of Law, and in accordance with its terms to the extent not inconsistent with any
such Requirements of Law.

(g) Except as disclosed on Schedule 5.16(G), neither Seller nor any member
of its Controlled Group is delinquent as to contributions or payments to or in
respect of any Employee Plan as to which Seller or any member of its Controlled
Group is in any way obligated to make contributions or payments, nor has Seller
or any member of its Controlled Group failed to pay any assessments made with
respect to any such Employee Plan. All contributions and payments with respect
to Employee Plans that are required to be made by Seller or any of its
Controlled Group with respect to periods ending on or before the Closing Date
(including periods from the first day of the then-current plan or policy year to
and including the Closing Date) have been made or will be accrued before the
Closing Date by Seller or any member of Seller's Controlled Group in accordance
with the appropriate actuarial valuation report or insurance contracts or
arrangements.

(h) With respect to each Employee Plan, there has not occurred since the
date Seller purchased the Merged Companies or Phoenix of Hendersonville, nor is
any Person contractually bound to enter into, any non-exempt "prohibited
transaction" within the meaning of Section 4975 of the Code or Section 406 of
ERISA.

(i) Neither Seller or any member of its Controlled Group either maintains
or contributes to, and during the seven (7) years immediately preceding the
Closing Date, neither Seller nor any member of its Controlled Group has
maintained or contributed to any Employee Plan that is subject to the provisions
of Title IV of ERISA. No Pension Plan maintained by Seller or any member of its
Controlled Group has been the subject of a "reportable event" (within the
meaning of Section 4043 of ERISA) as to which

C-29

notices would be required to be filed with the Pension Benefit Guaranty
Corporation ("PBGC"), other than events reportable on IRS Form 5310 or 5310-A
and no proceeding by the PBGC to terminate any Employee Plan sponsored or
maintained by Seller or any member of Seller's Controlled Group has been
instituted or threatened.

(j) Neither Seller nor any member of its Controlled Group has any current
or potential liabilities with respect to any defined benefit Pension Plan that
has ever been maintained by Seller or any member of its Controlled Group.

(k) No lawsuits, claims (other than routine claims for benefits) or
complaints to, or by, any Person have been filed since the date Seller purchased
the Merged Companies or Phoenix of Hendersonville, are pending or, to the
Knowledge of Seller, have been threatened, and to the Knowledge of Seller, no
facts or contemplated events exist that reasonably could be expected to give
rise to any such lawsuit, claim (other than a routine claim for benefits) or
complaint, with respect to any Employee Plan.

(l) Neither Seller nor any member of Seller's Controlled Group has any
formal plan or commitment to create or amend any Employee Plan.

5.17. Employee Relations.

(a) Except as set forth in Schedule 5.17(A), Seller, the Merged Companies
and Phoenix of Hendersonville are in compliance in all material respects with
all applicable Requirements of Law with respect to employment, employment
practices, employment verifications, recordkeeping and reporting, terms and
conditions of employment and wages, overtime pay, and hours. Neither Seller, the
Merged Companies nor Phoenix of Hendersonville has engaged in any unfair labor
practice or illegally discriminated with regard to any aspect of employment on
the basis of age, color, national origin, race, religion, gender, disability or
on the basis of any other legally protected category or classification. With
respect to employees and former employees who rendered services to, or
participated in conduct or activities in connection with, Seller, the Merged
Companies or Phoenix of Hendersonville, Seller, the Merged Companies and Phoenix
of Hendersonville have since the date Seller purchased the Merged Companies or
Phoenix of Hendersonville withheld all amounts required by law from the wages,
salaries and other payments to employees and former employees and are not liable
for any arrears of wages, overtime pay, commissions, bonuses and other payments
or any taxes or any penalty based on failure to comply with any of the
foregoing.

(b) Except as set forth in Schedule 5.17(B), there are no: (i) unfair labor
practice charges or complaints pending or, to the Knowledge of Seller,
threatened against Seller, the Merged Companies or Phoenix of Hendersonville
before the National Labor Relations Board; (ii) discrimination, harassment or
retaliation charges or complaints pending or, to the Knowledge of Seller,
threatened against Seller, the Merged Companies or Phoenix of Hendersonville
under any federal, state or local law, rule, regulation or order; (iii)
complaints, charges or citations pending or, to the Knowledge of Seller,
threatened against Seller, the Merged Companies or Phoenix of Hendersonville
under OSHA or any state or local occupational safety law, rule, regulation or
order; or (iv) other employment-related legal or administrative proceedings,
governmental investigations, compliance reviews, lawsuits, audits or enforcement
proceedings of any kind pending or, to the Knowledge of Seller, threatened
against Seller, the Merged Companies or Phoenix of Hendersonville.

(c) Except as set forth in Schedule 5.17(C), Seller, the Merged Companies
and Phoenix of Hendersonville are in compliance in all material respects with
all Requirements of Law requiring periodic reports and disclosures with regard
to the employees of Seller, the Merged Companies or Phoenix of Hendersonville,
and all such reports have been filed or furnished in a timely manner and in
accordance in all material respects with applicable laws.

(d) There are no unions representing or claiming to represent any employees
of Seller, the Merged Companies or Phoenix of Hendersonville, or strikes,
grievances, controversies or other similar disputes pending, or to the Knowledge
of Seller, threatened against Seller, the Merged Companies or Phoenix of
Hendersonville. There are no pending, or to the Knowledge of Seller, threatened
claims of representation

C-30

by any labor union or other employee group involving an attempt to organize
Seller's or the Merged Companies' or Phoenix of Hendersonville's employees.

5.18. Contracts.

(a) Except as set forth in Schedule 5.18(A), none of Seller, the Merged
Companies or Phoenix of Hendersonville is a party to or bound by:

(i) Any contract for the purchase or sale of real property.

(ii) Any distributor, dealer, sales agency, advertising representative
or advertising or public relations contract, agreement or commitment which
will involve the payment of more than Fifty Thousand United States Dollars
(US$50,000) during Seller's current fiscal year, or which extends beyond
July 31, 2002.

(iii) Any contract, subscription, agreement, option, warrant, right or
other commitment regarding the purchase, sale or issuance of limited
liability interests or shares of stock, as applicable (or interests
therein) of Seller, the Merged Companies or Phoenix of Hendersonville.

(iv) Any contract, agreement or commitment regarding the testing of
any product designed by, or the rights to which are held by, Seller, the
Merged Companies or Phoenix of Hendersonville.

(v) Any contract, agreement or commitment regarding the sale or other
disposition of products or services by the Seller or any of the Merged
Companies or Phoenix of Hendersonville, or for the purchase of products or
services by the Seller or any of the Merged Companies or Phoenix of
Hendersonville, which will involve the receipt or payment of more than
Fifty Thousand United States Dollars (US$50,000) during Seller's current
fiscal year, or which extends beyond July 31, 2002.

(vi) Any guarantee or indemnification agreement for the benefit of any
Person.

(vii) Any Tax sharing agreements.

(viii) Any contract, agreement or commitment providing for the
incurrence by the Seller or any of the Merged Companies of indebtedness for
borrowed money.

(ix) Any partnership or joint venture agreement.

(x) Any contract, agreement or commitment pursuant to which any Person
is granted a general or special power of attorney by the Seller or any of
the Merged Companies or Phoenix of Hendersonville.

(xi) Any other contract, agreement, commitment, understanding or
instrument (A) involving payment or receipt after the date hereof of more
than Fifty Thousand United States Dollars (US$50,000) in the aggregate
during the current fiscal year of Seller that is not terminable without
cost or penalty by the Seller or any of the Merged Companies or Phoenix of
Hendersonville on sixty (60) days' or less notice, or (B) that is otherwise
material to Seller, the Merged Companies or Phoenix of Hendersonville.

(b) To Seller's Knowledge, except as set forth in Schedule 5.18(B), none of
the other parties to any contracts, leases, agreements, commitments, plans or
licenses described in Schedule 5.18(A) has provided notice to Seller, the Merged
Companies or Phoenix of Hendersonville that it intends to terminate or
materially alter the provisions of such contracts, leases, agreements,
commitments, plans or licenses.

(c) All of the Advertising Agreements have been entered into in the
ordinary course of business, consistent with past practice.

(d) All of the agreements, documents, schedules, and amendments pertaining
to the CIT Indebtedness (the "CIT Loan Documents") have been provided to the
Buyer by the Seller prior to the Closing Date.

C-31

(e) The CIT Indebtedness, the Mid-TN Indebtedness and the Affiliate
Indebtedness may be paid by the Buyer as contemplated by Section 2.3(b) without
giving notice to, obtaining the consent of, or paying any fee or penalty to any
third party, in each case including, without limitation, the parties to the CIT
Indebtedness, the Mid-TN Indebtedness and the Affiliate Indebtedness,

5.19. Status of Contracts. Except as set forth in Schedule 5.19 or in any
other Schedule hereto, each of the leases, contracts and other agreements of
Seller, the Merged Companies or Phoenix of Hendersonville listed in Schedules
5.11(B), 5.13, 5.15, 5.16 and 5.18(A) (collectively, the "Business Agreements")
constitutes a legal, valid and binding obligation of the Seller, the Merged
Companies or Phoenix of Hendersonville and, to Seller's Knowledge, the other
parties thereto (subject to bankruptcy, insolvency, reorganization, moratorium
and similar laws of general application relating to or affecting creditors'
rights and to general equity principles) and is in full force and effect. Except
as set forth in Schedule 5.19, the Seller, the Merged Companies or Phoenix of
Hendersonville are not, or, to Seller's Knowledge, alleged to be in, material
breach or material default under, any of the Business Agreements and, to
Seller's Knowledge, no other party to the Business Agreements is in material
breach or material default thereunder, and, to Seller's Knowledge, no event has
occurred and no condition or state of facts exists which, with the passage of
time or the giving of notice or both, would constitute such a default or breach
by Seller, the Merged Companies or Phoenix of Hendersonville, or, to Seller's
Knowledge, by any such other party. True and complete copies of all Business
Agreements, including any amendments thereto, have been delivered to Buyer.

5.20. Environmental Matters. Except as set forth on Schedule 5.20:

(a) The Seller, the Merged Companies and Phoenix of Hendersonville have
been since the date Seller purchased the Merged Companies or Phoenix of
Hendersonville and are in compliance in all material respects with all
applicable Environmental Laws with respect to the operation of the Business.

(b) The Seller, the Merged Companies or Phoenix of Hendersonville own, hold
or possess all Governmental Permits required under Environmental Laws for the
operation of the Business as currently conducted, and all such Governmental
Permits are listed on Schedule 5.14(A).

(c) The Seller, the Merged Companies or Phoenix of Hendersonville have not
been since the date Seller purchased the Merged Companies or Phoenix of
Hendersonville or are not subject to any pending or, to Seller's Knowledge,
threatened investigation by, order from, claim or notice by or agreement with
any Person (including without limitation any prior owner or operator of the Real
Property or any other real property) respecting: (i) any Environmental Law, (ii)
any Remedial Action or (iii) any claim of Losses and Expenses arising from the
Release or threatened Release of a Contaminant into the indoor or outdoor
environment or the presence of any Contaminant on, in, at or beneath any Real
Property.

(d) None of the Seller, the Merged Companies or Phoenix of Hendersonville
is subject to any pending or, to Seller's Knowledge, threatened judicial or
administrative investigation, proceeding, order, judgment, decree or settlement
alleging or relating to a violation of or liability under any Environmental Law.

(e) The Seller, the Merged Companies and Phoenix of Hendersonville have
not, and to Seller's Knowledge, no predecessor of Seller, the Merged Companies
or Phoenix of Hendersonville, has Released, disposed or arranged for disposal of
any Contaminants on, at, in, or beneath: (i) the Real Property, or (ii) except
in material compliance with all applicable Environmental Laws, any other site or
location including, without limitation, any third party disposal site and any
real property formerly leased, owned, operated or otherwise used by Seller, the
Merged Companies or Phoenix of Hendersonville.

(f) No Environmental Encumbrance has attached to the Real Property.

(g) To the Knowledge of Seller, there are no underground storage tanks
located at, in, or beneath the Real Property. No underground storage tanks have
been operated or otherwise used by Seller, the Merged Companies or Phoenix of
Hendersonville at the Real Property.

C-32

(h) To the Knowledge of Seller, no asbestos or asbestos containing material
is present on any Real Property.

(i) The Seller, the Merged Companies and Phoenix of Hendersonville have
delivered or made available to Buyer all environmental audits, assessments,
studies, sampling results, inspections, and reports arising from or relating to
the past or present operations of Seller, the Merged Companies or Phoenix of
Hendersonville or any of their predecessors and any real property associated
therewith.

(j) The operation of the Business is in compliance with standards
concerning radio frequency radiation exposure recommended in ANSI Standards
C95.1-1992 or any subsequently adopted standards to the extent required to be
met under applicable Rules and Regulations, OSHA or other applicable
Requirements of Law.

5.21. No Advisor. Except for the retention of Media Services Group, whose
fees are included in the Transaction Costs, none of the Seller, the Merged
Companies, Phoenix of Hendersonville or any Person acting on their behalf, has
retained any advisor, broker, investment banker or financial advisor in
connection with this Agreement or any transaction contemplated hereby for which
Buyer may be liable.

5.22. Bank Accounts, Guarantees and Powers. Schedule 5.22 sets forth a
list of all accounts and deposit boxes maintained by any of the Seller, the
Merged Companies or Phoenix of Hendersonville at any bank or other financial
institution and the names of the persons authorized to effect transactions in
such accounts and with access to such boxes.

5.23. Insurance. Schedule 5.23 contains a list of all insurance policies
(specifying (i) the insurer, (ii) the amount of the coverage, (iii) the type of
insurance, (iv) the policy number and (v) any currently pending claims
thereunder or any claims asserted thereunder or under similar policies since
December 31, 1999 maintained by or on behalf of Seller, the Merged Companies or
Phoenix of Hendersonville in connection with the Business. All such policies are
in full force and effect, and Seller, the Merged Companies and Phoenix of
Hendersonville are not in default with respect to any provision contained in any
insurance policy. None of the Seller, the Merged Companies or Phoenix of
Hendersonville has failed since the date Seller purchased the Merged Companies
or Phoenix of Hendersonville to give any notice or present any claim under any
insurance policy in due and timely fashion.

5.24. Indebtedness of Insiders. Except as set forth on Schedule 5.24, no
member, manager, officer or employee of Seller, the Merged Companies or Phoenix
of Hendersonville are indebted to Seller, the Merged Companies or Phoenix of
Hendersonville other than for ordinary employee business-related expenses in
excess of One Thousand Five Hundred United States Dollars (US$1,500) per such
person.

5.25. Compliance with FCC Requirements. Except as set forth on Schedule
5.25, the Stations, their physical facilities, electrical and mechanical systems
and transmitting and studio equipment are being and have been operated in
material compliance with the specifications of the applicable Governmental
Permits and with each document submitted in support of such Governmental
Permits, and Seller, the Merged Companies, Phoenix of Hendersonville and the
Stations are in compliance in all material respects with all Rules and
Regulations. Seller, the Merged Companies and Phoenix of Hendersonville have
complied in all material respects with all requirements of the FCC and the
Federal Aviation Administration with respect to the construction and/or
alteration of Seller's or the Merged Companies' or Phoenix of Hendersonville's
antenna structures, and "no hazard" determinations for each antenna structure
have been obtained, where required, and if required by the Rules and
Regulations, such structures are registered with the FCC. Except as set forth on
Schedule 5.25, all material reports and other filings required by the FCC with
respect to the Stations, including without limitation items required to be
placed in the Stations' public inspection file have been duly and currently
filed as of the date hereof, and are true and complete in all material respects
and, after the Closing Date, Seller shall furnish to Buyer all information
required by the FCC relating to the operation of the Stations prior to the
Closing Date. To Seller's Knowledge, there are no facts or circumstances
primarily relating to Seller or the Stations which could reasonably be expected
to cause the FCC to deny or to materially delay approval of the FCC Consent.

C-33

5.26. Books and Records. The Seller's, the Merged Companies' and Phoenix
of Hendersonville's books, accounts and records have been maintained in
accordance with GAAP, are true, correct and complete in all material respects
and all material transactions to which Seller, the Merged Companies or Phoenix
of Hendersonville are or have been a party are properly recorded therein.

5.27. DBBC's Investment Intent. The Cumulus Common Stock being acquired
in connection with the transactions contemplated herein by DBBC is being
acquired by DBBC solely for DBBC's own account, for investment purposes only,
and is not being purchased with a view to or for the resale, distribution or
fractionalization thereof. DBBC has no agreement or other arrangement, formal or
informal, with any person (with the exception of the Dickey Brothers and
Quaestus Management Corporation) to sell, transfer, pledge or subject to any
lien any part of the Cumulus Common Stock being acquired or which would
guarantee DBBC any profit or protect DBBC against any loss with respect to the
Cumulus Common Stock and DBBC has no plans to enter into any such agreement or
arrangement. Each of the members of DBBC is an "accredited investor" as defined
in Rule 501 promulgated under the Securities Act of 1933, as amended.

5.28. Disclosure. No representation or warranty of Seller made herein or
in the Schedules or in any certificate delivered by or on behalf of Seller
herein contains any untrue statement of a material fact or omits to state a
material fact necessary in order to make the statements contained herein or
therein not misleading. Copies of all documents referred to herein or in the
Schedules that have been delivered or made available to Buyer, are correct and
complete copies thereof, and include all amendments, supplements or
modifications thereto or waivers thereunder.

ARTICLE 6

REPRESENTATIONS AND WARRANTIES OF BUYER

Buyer hereby represents and warrants to DBBC as follows:

6.1. Organization of Buyer. Buyer is a corporation duly organized,
validly existing and in good standing under the laws of the State of Illinois.
Buyer is duly qualified to do business and is in good standing as a foreign
corporation in each of the jurisdictions in which Buyer's operations require
that it qualify to transact business as a foreign corporation, except for those
jurisdictions where the failure to so qualify is not likely to have a Material
Adverse Effect on Buyer's business or financial condition, or the ability of
Buyer to lawfully consummate the transactions contemplated by this Agreement in
all material respects. Buyer has all requisite corporate power and authority to
conduct its operations as currently conducted.

6.2. Authority of Buyer; Agreement Binding. Buyer has the corporate power
and authority to execute and deliver this Agreement and all Buyer Ancillary
Agreements and to perform its obligations hereunder. Buyer's execution, delivery
and performance of this Agreement has been duly authorized and approved by
Buyer's board of directors. This Agreement has been duly executed and delivered
by Buyer, and assuming due authorization, execution and delivery by the other
parties thereto, is the legal, valid and binding obligation of Buyer enforceable
in accordance with its terms, subject to general principles of equity and except
as enforceability may be limited by applicable bankruptcy, insolvency,
fraudulent transfer, reorganization, moratorium or other similar laws of general
application relating to creditor's rights generally.

6.3. Capitalization. As of November 8, 2001, 35,219,416 shares of Cumulus
Common Stock consisting of (i) 27,775,796 shares of Class A Common Stock, $.01
par value, (ii) 5,914,343 shares of Class B Common Stock, $.01 par value, and
(iii) 1,529,277 shares of Class C Common Stock were issued and outstanding. In
addition, as of November 8, 2001, 130,141 shares of 13 3/4% Series A Cumulative
Redeemable Exchangeable Preferred Stock, and 280 shares of 12% Series B
Cumulative Preferred Stock of Buyer were issued and outstanding. All of the
issued and outstanding shares of Cumulus Common Stock have been duly authorized
and validly issued and are fully paid, nonassessable and free of preemptive
rights, with no personal liability attaching to the ownership thereof. The
shares of Cumulus

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Common Stock to be issued as the Purchase Price will be duly authorized and
validly issued and, on the Closing Date, all such shares will be fully paid,
nonassessable and free of preemptive rights, with no personal liability
attaching to the ownership thereof. The shares of Cumulus Common Stock issued
upon the exercise of the Warrant will be duly authorized for issuance and, if
and when issued and delivered by Buyer, will be validly issued, fully paid and
non-assessable.

6.4. Absence of Buyer Conflicts. The execution and delivery of this
Agreement and the consummation of the transactions contemplated hereby, does
not:

(a) Conflict with, result in a breach of the terms, conditions or
provisions of, or constitute a default, an event of default or an event creating
rights of acceleration, termination or cancellation, or result in the creation
or imposition of any Encumbrance under: (i) any term or provision of the amended
and restated articles of incorporation or amended and restated bylaws of Buyer,
(ii) any material note, instrument, agreement, mortgage, lease, license,
franchise, permit or other authorization, right, restriction or obligation to
which Buyer is a party or any of its properties is subject, (iii) any Court
Order to which Buyer is a party or by which it is bound, or (iv) any
Requirements of Law.

(b) Require the approval, consent, authorization or act of, or the making
by Buyer of any declaration, notification, filing or registration with, any
Person, other than the FCC Consent or a notification required to be filed under
the HSR Act, except in each case, for any of the foregoing individually or in
the aggregate which would not be reasonably be expected to have a material
adverse effect on the (i) assets, results of operations or consolidated
financial position of the Buyer as a whole, (ii) the value or condition of the
Buyer taken as a whole, or (iii) the availability of assets necessary to operate
the Buyer as a whole (in each case, other than by reason of one or more events,
circumstances, changes, developments, impairments or conditions that adversely
affect the radio broadcasting industry generally or any change in a Requirement
of Law or accounting principles or materially hinder or impair the consummation
of the transactions contemplated hereby.

6.5. No Litigation. There is no Action pending or, to the knowledge of
Buyer, threatened which questions the legality or propriety of the transactions
contemplated by this Agreement.

6.6. No Advisor. Neither Buyer nor any Person acting on its behalf has
retained any advisor, broker, investment banker or financial advisor in
connection with this Agreement or any transaction contemplated hereby for which
Seller may be liable.

6.7. Disclosure. No representation or warranty of Buyer made herein, or
in the certificates of Buyer delivered pursuant to Section 4.3(c) and Section
4.3(d) contains any untrue statement of a material fact or omits to state a
material fact necessary in order to make the statements contained in such
representations, warranties, and certificates not misleading.

ARTICLE 7

ACTION PRIOR TO THE CLOSING DATE

Buyer and Seller covenant and agree to take the following actions, or to
cause the following actions to be taken, between the date hereof and the Closing
Date:

7.1. Investigation of Seller by Buyer. The Seller, the Merged Companies
and Phoenix of Hendersonville shall afford to the officers, employees and
authorized representatives of Buyer (including, without limitation, independent
public accountants, consultants and attorneys) reasonable access during normal
business hours upon reasonable advance notice to the offices, properties,
employees and business and financial records (including computer files,
retrieval programs and similar documentation) of Seller, the Merged Companies
and Phoenix of Hendersonville to the extent Buyer shall reasonably deem
necessary or desirable and shall furnish to Buyer or its authorized
representatives such additional information concerning the Purchased Assets, the
Merged Companies, Phoenix of Hendersonville and the Business as shall be
reasonably requested. Buyer agrees that such investigation shall be conducted in
such

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a manner as not to interfere unreasonably with the operations of Seller, the
Merged Companies and Phoenix of Hendersonville.

7.2. Preserve Accuracy of Representations and Warranties. Each of the
parties hereto shall refrain from taking any action which they know, or in the
exercise of reasonable diligence should know, would render any representation or
warranty contained in this Agreement inaccurate as of the Closing Date;
provided, that this Section shall not prohibit Seller from conducting the
Business in the ordinary course or from taking actions reasonably deemed to be
in the best interest of the Business. Each party shall promptly notify the
others of any Action that shall be instituted or threatened against such party
to restrain, prohibit or otherwise challenge the legality of any transaction
contemplated by this Agreement. The Seller shall promptly notify Buyer of any
Action or investigation that may be threatened, brought, asserted or commenced
against Seller, the Merged Companies or Phoenix of Hendersonville which would
have been listed in Schedule 5.5 if such Action or investigation had arisen
prior to the date hereof.

7.3. Consents of Third Parties. Seller and Buyer shall act diligently and
use reasonable efforts to secure, before the Closing Date, the consent, approval
or waiver, in form and substance reasonably satisfactory to Buyer, from any
party to any Business Agreement required to be obtained to assign or transfer
any such Business Agreements to Buyer or to otherwise satisfy the conditions set
forth in Section 8.1(d); provided, however, that Seller shall not make any
agreement or understanding affecting the Purchased Assets, the Merged Companies,
Phoenix of Hendersonville or the Business as a condition for obtaining any such
consents, approvals or waivers except with the prior written consent of Buyer
(which consent shall not be unreasonably withheld or delayed).

7.4. Operations Prior to the Closing Date.

(a) During the period prior to the Closing Date, Seller, the Merged
Companies and Phoenix of Hendersonville shall operate and carry on the Business
only in the ordinary course and substantially as presently operated. Consistent
with the foregoing, Seller, the Merged Companies and Phoenix of Hendersonville
shall use their reasonable efforts consistent with good business practice to
preserve the goodwill of the suppliers, contractors, licensors, employees,
customers, distributors and others having business relations with Seller, the
Merged Companies and Phoenix of Hendersonville.

(b) Notwithstanding Section 7.4(a), except as set forth in Schedule 7.4(B),
except as expressly contemplated by this Agreement, or except with the express
prior written consent of Buyer, none of the Seller, any of the Merged Companies
or Phoenix of Hendersonville will:

(i) Make any material change in Seller's or the Merged Companies' or
Phoenix of Hendersonville's operations.

(ii) Cease to operate the Business in substantial accordance with the
FCC Licenses and applicable FCC requirements, Rules and Regulations.

(iii) Apply to the FCC for any construction permit or modification of
license which would alter the Business' present operation in any materially
adverse manner.

(iv) Transfer any of the Governmental Permits.

(v) Make any capital expenditure or enter into any contract or
commitment therefor in excess of Twenty-Five Thousand United States Dollars
(US$25,000), except to the extent necessary to comply with Requirements of
Law or the Governmental Permits with Buyer's prior written consent thereto.

(vi) Enter into any contract, agreement, undertaking or commitment
which would have been required to be set forth in Schedule 5.18(A) if in
effect on the date hereof or enter into any contract, agreement,
undertaking or commitment which cannot be assigned to Buyer or a permitted
assignee of Buyer under Section 12.4.

(vii) Enter into any contract for the purchase of real property or for
the sale of any Owned Real Property or exercise any option to purchase real
property listed in Schedule 5.11(A) or any option to extend a lease listed
in Schedule 5.11(B).

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(viii) Sell, lease (as lessor), transfer or otherwise dispose of
(including any transfers to any of their Affiliates), or mortgage or
pledge, or impose or suffer to be imposed any Encumbrance on, any of the
Purchased Assets or the Merged Companies or Phoenix of Hendersonville other
than inventory and other immaterial amounts of personal property sold or
otherwise disposed of in the ordinary course of business and other than
Permitted Encumbrances.

(ix) Cancel any debts owed to or claims held by them (including the
settlement of any Action) other than in the ordinary course of business.

(x) Create, incur, guarantee or assume, any indebtedness for borrowed
money or enter into, as lessee, any capitalized lease obligation (as
defined in Statement of Financial Accounting Standards No. 13).

(xi) Accelerate or delay collection of any notes or accounts
receivable generated by Seller, the Merged Companies or Phoenix of
Hendersonville in advance of or beyond their regular due dates or the dates
when the same would have been collected in the ordinary course of business.

(xii) Accelerate or delay payment of any account payable or other
liability (including but not limited to trade payables) of Seller, the
Merged Companies or Phoenix of Hendersonville beyond or in advance of its
due date or the date when such liability would have been paid in the
ordinary course of business, unless such acceleration or delay is necessary
or desirable in light of the financial condition of the maker of the note
or the account party and Buyer's prior written consent thereto has been
obtained.

(xiii) Make any payment of cash or distribution of assets to any
Person other than pursuant to contracts and agreements relating to the
Business that have been entered into in the ordinary course of business
(other than distributions to provide funds for the payment of federal and
state income tax liabilities of the members of DBBC resulting from the
attribution to such members of the income of DBBC).

(xiv) Make any change in the accounting policies applied in the
preparation of the Seller Financial Statements, except as required by GAAP
or with respect to the Agreed GAAP Exceptions.

(xv) Make any changes in current wages, bonuses, benefits or other
terms or conditions of employment outside the ordinary course of business.

(xvi) In the case of the Merged Companies and Phoenix of
Hendersonville, guaranty, agree to pay or otherwise become liable for any
debts or obligations of the Seller.

(xvii) Declare or pay any distributions other than distributions to
provide funds for the payment of federal and state income tax liabilities
of the members of DBBC resulting from the attribution to such members of
the income of DBBC, which distributions are disclosed in writing to Buyer.

(xviii) Agree to take any action specified in subsections (i) through
(xvii) of this Section 7.4(b).

7.5. Antitrust Law Compliance. Buyer and Seller shall each file or cause
to be filed with the Federal Trade Commission and the Department of Justice any
notifications required to be filed under the HSR Act with respect to the
transactions contemplated hereby, and Buyer shall bear the costs and expenses of
their respective filings and shall pay their respective filing fees in
connection therewith. Buyer and Seller shall use their respective reasonable
best efforts to make such filings promptly (and in any event within ten (10)
business days) following the date hereof, to respond to any requests for
additional information made by either of such agencies and to cause the waiting
periods under the HSR Act to terminate or expire at the earliest possible date.
Each party warrants that all such filings by it will be, as of the date filed,
true and accurate and in accordance with the requirements of the HSR Act and any
rules and regulations promulgated thereunder. Buyer and Seller agree to make
available to each other such information as any of them may reasonably request
relative to the business, assets and property of each of them (or of the Merged
Companies or Phoenix of Hendersonville) as may be required of any of them to

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file any additional information requested by the above-referenced federal
agencies under the HSR Act and any rules and regulations promulgated thereunder.

7.6. FCC Consent and Control of Stations.

(a) It is specifically understood and agreed by Buyer and Seller that the
Closing shall be in all respects subject to, and conditioned upon, the receipt
of prior FCC Consent. Buyer and Seller shall prepare and file with the FCC as
soon as practicable but in no event later than ten (10) business days after the
execution of this Agreement, all requisite applications and other necessary
instruments and documents to request the FCC Consent. After the aforesaid
applications, instruments and documents have been filed with the FCC, Buyer and
Seller shall prosecute such applications with all reasonable diligence and take
all steps reasonably necessary to obtain the requisite FCC Consent. No party
hereto or the Merged Companies or Phoenix of Hendersonville shall take any
action that such party knows or should know would adversely affect obtaining the
FCC Consent, or adversely affect the FCC Consent becoming a Final Order. Buyer
shall pay all FCC filing or transfer fees relating to the transactions
contemplated hereby irrespective of whether the transactions contemplated by
this Agreement are consummated and irrespective of whether such fees are
assessed before or after the Closing; provided, that fifty percent (50%) of such
filing or transfer fees shall be deemed to be Transaction Costs.

(b) Between the date hereof and the Closing Date, Buyer shall not directly
or indirectly control, supervise or direct, or attempt to control, supervise or
direct, the operation of the Stations. Such operation, including complete
control and supervision of all programs, employees and policies, shall be the
sole responsibility of Seller, the Merged Companies and Phoenix of
Hendersonville. Neither title nor right to possession of the Purchased Assets or
the Merged Companies shall pass to Buyer until the Closing, but Buyer shall,
however, be entitled to reasonable inspection of the Stations, the Business, the
Merged Companies, Phoenix of Hendersonville and the Purchased Assets (upon
reasonable prior notice) during normal business hours with the purpose that an
uninterrupted and efficient transfer of the assets and business of the Stations
may be accomplished. After the Closing, the Seller shall not have the right to
control the Stations, and the Seller shall not have reversionary rights in the
Stations.

7.7. Other Governmental Approvals. Promptly following the execution of
this Agreement, Buyer and Seller shall proceed to prepare and file with the
appropriate governmental authorities any other requests for approvals or
waivers, if any, that are required from other governmental authorities in
connection with the Closing, and shall diligently and expeditiously prosecute,
and shall cooperate fully with each other in the prosecution of, such requests
for approvals or waivers and all proceedings necessary to secure such approvals
and waivers.

7.8. Environmental Audits. Within thirty (30) days of the execution of
this Agreement, Buyer shall initiate a Phase 1 environmental study, which may
include a review of compliance with Environmental Laws, and, within fifteen (15)
days after the Phase I audit report is delivered to Buyer, if appropriate or
necessary, a Phase 2 environmental audit of the Owned Real Property conducted by
an environmental firm selected by Buyer (the "Environmental Audits"). A Phase 2
audit will only be deemed to be necessary or appropriate if, in Buyer's sole
judgment, the Phase 1 audit reveals evidence of material non-compliance or a
material breach of the representations and warranties set forth in Section 5.20,
the scope of which cannot be assessed without conducting a Phase 2 audit. If
either of the Environmental Audits reveals a condition of material
non-compliance with any Environmental Law or a material breach of the
representations and warranties set forth in Section 5.20, then (i) if such
remedy is capable of completion prior to Closing, Seller shall remedy the
condition of material non-compliance or material breach of representations and
warranties prior to Closing, or (ii) if such remedy is not capable of completion
prior to Closing, Seller shall provide to Buyer an agreement reasonably
acceptable to Buyer among Buyer, Seller and a third party contractor approved by
Buyer, which agreement provides for the completion of the remedy at Seller's
expense within a reasonable time after Closing and for the payment by Seller of
any penalties required by any Governmental Bodies. Notwithstanding anything in
this Section 7.8 to the contrary, if the cost of such remedy exceeds Twenty-Five
Thousand United States Dollars (US$25,000), then Seller may decline to undertake
the remedy, in which case Buyer shall have

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the unrestricted right to terminate this Agreement immediately, and, in the
event of such termination, no party shall have any liability to any other party
under this Agreement. If Buyer elects to terminate this Agreement as provided in
the preceding sentence, then Buyer shall have no obligation to reimburse Seller
as contemplated in Section 8.3.

7.9. Shareholder Meeting; SEC Filings. Buyer shall duly call and hold a
meeting of its shareholders (the "Buyer Shareholders Meeting") as soon as
reasonably practicable for the purpose of approving the payment of the Purchase
Price, including the issuance of the shares of Cumulus Common Stock pursuant to
Article 3 and the transactions contemplated by this Agreement. Buyer shall
include in the proxy statement issued to its shareholders (the "Buyer Proxy
Statement") the recommendation of the Special Committee of its Board of
Directors that its shareholders vote in favor of the issuance of the Cumulus
Common Stock as consideration for the Purchase Price, subject to the duties of
the Special Committee of the Board of Directors of the Buyer to make any further
disclosure to the shareholders (which shall not, unless expressly stated,
constitute a withdrawal or adverse modification of such recommendation). Buyer
shall give Seller a reasonable opportunity to review and comment on the Buyer
Proxy Statement before it is filed with the Securities and Exchange Commission
("SEC"). In connection with such meeting and the transactions contemplated
hereunder, Buyer will (i) prepare and file with the SEC, use reasonable efforts
to have cleared by the SEC and thereafter mail to its shareholders as promptly
as is practical the Buyer Proxy Statement and any and all amendments or
supplements thereto and all other materials appropriate for such meeting; (ii)
use its reasonable best efforts to obtain the necessary shareholders vote to
approve the transactions contemplated hereby; and (iii) otherwise comply with
all legal requirements applicable to such meeting.

ARTICLE 8

CONDITIONS TO CLOSING

8.1. Conditions to the Obligations of Buyer. The obligations of Buyer
under this Agreement shall, at the option of Buyer, be subject to the
satisfaction, on or prior to the Closing Date, of each of the following
conditions:

(a) No Misrepresentation or Breach of Covenants and Warranties. There
shall have been no material breach by Seller in the performance of any of its
covenants and agreements herein which shall not have been remedied or cured;
each of the representations and warranties of Seller contained in this Agreement
shall be true and correct on the Closing Date as though made on the Closing Date
(except to the extent that they expressly relate to an earlier date), except for
changes therein specifically permitted by this Agreement or resulting from any
transaction expressly consented to in writing by Buyer, provided, that for this
purpose all qualifications and exceptions contained in such representations and
warranties relating to materiality or any similar standards or qualifications
shall be disregarded, provided, further, however, that notwithstanding the
foregoing, this condition shall be deemed to be satisfied if all breaches of
such representation and warranties, without giving effect to such qualifications
and exceptions relating to materiality or any similar standards or
qualifications, would not reasonably be expected to have, individually or in the
aggregate, a Material Adverse Effect; and there shall have been delivered to
Buyer a certificate to such effect, dated the Closing Date, signed on behalf of
Seller by a Manager of Seller.

(b) Opinion of Seller's Counsel. The Buyer shall have received from DSMO,
counsel to Seller, an opinion in form and substance reasonably acceptable to
Buyer.

(c) No Material Adverse Effect. Between the date hereof and the Closing
Date, there shall have been no Material Adverse Effect; and there shall have
been delivered to Buyer a certificate to such effect, dated the Closing Date,
signed by Seller.

(d) Necessary Consents. Seller shall have received consents, in form and
substance reasonably satisfactory to Buyer, to the assignments of the Business
Agreements specified in Schedule 8.1(D) (being all material Business Agreements
which require the consent of any person to the assignment thereof).

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(e) Absence of Investigations and Proceedings. Except for governmental
investigations relating to the broadcast industry generally, or as set forth on
Schedule 8.1(E), there shall be no Action or investigation pending before any
Governmental Body or by any Person, and no proceeding before or by any
commission, agency or other administrative or regulatory body or authority
pending to which Seller, the Merged Companies or Phoenix of Hendersonville are a
party or to which the Business or the Purchased Assets are subject, including
any with respect to condemnation, zoning, use or occupancy, whose resolution
would have a Material Adverse Effect on the ability of Buyer to operate the
Business or to use or acquire the Purchased Assets, the Merged Companies or
Phoenix of Hendersonville in the same manner as operated and used by Seller, the
Merged Companies or Phoenix of Hendersonville or as currently proposed to be
used by Seller, the Merged Companies or Phoenix of Hendersonville. Without
limiting the generality of the foregoing, no Action or proceeding or formal
investigation by any Person or Governmental Agency shall be pending with the
object of challenging or preventing the Closing and no other proceedings shall
be pending with such object or to collect damages from Buyer on account thereof
and for which Buyer is not indemnified hereunder. No Action or proceeding shall
be pending before the FCC or any governmental authority to revoke, modify in any
material respect or refuse to renew any of the Governmental Permits. No suit,
action or other proceeding shall be pending before any court or governmental
authority in which it is sought to restrain or prohibit, or obtain damages or
other relief in connection with, this Agreement or the consummation of the
transactions contemplated hereby.

(f) No Restraint. The waiting period under the HSR Act shall have expired
or been terminated and no Court Order shall have been issued and be in effect
which restrains or prohibits any material transaction contemplated hereby.

(g) Instruments of Assignment, Transfer and Conveyance. Seller shall have
executed and delivered to Buyer the Bill of Sale and Assignment Agreement in
form and substance reasonably acceptable to Buyer and Seller and such other
Closing documents as shall have been reasonably requested by Buyer, all in form
and substance reasonably acceptable to Buyer's counsel.

(h) Real Property. Seller shall have delivered to Buyer the documents
specified in Section 4.2(r)-(w).

(i) No Amendment to Disclosure Schedules. There shall have been no
amendment to the Schedules delivered to Buyer by Seller as of the date of this
Agreement, except as permitted by Section 12.3.

(j) Governmental Consents. The FCC Consent shall have been issued, and
shall, at Closing, be a Final Order and in full force and effect and shall
contain no provision materially adverse to Buyer. All other authorizations,
consents and approvals of any and all Governmental Bodies necessary in
connection with the consummation of the transactions contemplated by this
Agreement specified in Schedule 8.1(J) (being those which Buyer is required by
applicable law or regulation to operate the Business) shall have been obtained
and be in full force and effect, unless Buyer in writing agrees otherwise.

(k) Governmental Permits. Seller, the Merged Companies or Phoenix of
Hendersonville shall be the holders of the Governmental Permits and there shall
not have been any modification of any of such Governmental Permits which would
have an adverse effect on the Stations or the conduct of the Business. The
Business shall be operating in substantial compliance with the FCC Licenses and
all FCC requirements, rules and regulations and no proceeding shall be pending
or, to Seller's Knowledge, threatened, the effect of which would be to revoke,
cancel, fail to renew, suspend or modify adversely any of the Governmental
Permits.

(l) Fairness Opinion. The Board of Directors of Buyer shall have received
an unqualified opinion of Houlihan Lokey Howard & Zukin, in form and substance
acceptable to the Special Committee of the Board of Directors of the Buyer, in
its sole discretion, to the effect that the transactions contemplated by this
Agreement are fair to the shareholders of Buyer (i) as of the signing date of
this Agreement and (ii) as of a date not earlier than sixty (60) days prior to
the Closing of the transactions contemplated hereby.

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(m) Financing. Buyer shall have obtained the necessary financing to
complete the transactions contemplated by this Agreement on terms and conditions
satisfactory to Buyer in its sole discretion.

(n) Shareholder Approval. The shareholders of Buyer shall have approved
the transactions contemplated by this Agreement.

(o) Merger Opinion. Buyer shall have received the opinion of Jones, Day,
Reavis & Pogue.

(p) Environmental Audits. Pursuant to Section 7.8 hereof, Seller shall
have corrected any material non-compliance with any Environmental Law and any
material breaches of the Environmental Matters representations and warranties
set forth in Section 5.20.

Notwithstanding the failure of any one or more of the foregoing conditions,
Buyer may, at its option, proceed with the Closing without satisfaction, in
whole or in part, of any one or more of such conditions and without written
waiver. To the extent that at the Closing Seller delivers to Buyer a written
notice specifying in reasonable detail the failure of any such conditions or the
breach by Seller of any of the representations or warranties of Seller herein,
and nevertheless Buyer proceeds with the Closing, Buyer shall be deemed to have
waived for all purposes any rights or remedies it may have against Seller by
reason of the failure of any such conditions or the breach of any such
representations or warranties to the extent described in such notice.

8.2. Conditions to the Obligations of Seller. The obligations of Seller
shall, at the option of Seller, be subject to the satisfaction, on or prior to
the Closing Date, of each of the following conditions:

(a) No Misrepresentation or Breach of Covenants and Warranties. There
shall have been no material breach by Buyer in the performance of any of its
covenants and agreements herein which shall not have been remedied or cured;
each of the representations and warranties of Buyer contained in this Agreement
shall be true and correct on the Closing Date as though made on the Closing Date
(except to the extent that they expressly relate to an earlier date), except for
changes therein specifically permitted by this Agreement or resulting from any
transaction expressly consented to in writing by Seller, provided, that for this
purpose all qualifications and exceptions contained in such representations and
warranties relating to materiality or any similar standards or qualifications
shall be disregarded, provided, further, however, that notwithstanding the
foregoing, this condition shall be deemed to be satisfied if all breaches of
such representation and warranties, without giving effect to such qualifications
and exceptions relating to materiality or any similar standards or
qualifications, would not reasonably be expected to have, individually or in the
aggregate, a Material Adverse Effect; and there shall have been delivered to
Seller a certificate to such effect, dated the Closing Date and signed on behalf
of Buyer by the President or any Vice President of Buyer.

(b) No Suit. No Action or investigation shall be pending before or by any
Governmental Body or by any Person questioning the legality of this Agreement or
the consummation of the transactions contemplated hereby in whole or in part.

(c) No Restraint. The waiting period under the HSR Act shall have expired
or been terminated, and no Court Order shall have been issued and be in effect
which restrains or prohibits any material transaction contemplated hereby.

(d) Assumption Agreement. Buyer shall have executed and delivered to
Seller the Assumption Agreement in the form of Exhibit A hereto.

(e) Governmental Consents. The FCC Consent shall have been issued, and
shall, at Closing be in full force and effect and shall contain no provision
materially adverse to Seller. All other authorizations, consents and approvals
of any and all Governmental Bodies necessary in connection with the consummation
of the transactions contemplated by this Agreement shall have been obtained and
be in full force and effect, unless Seller in writing agrees otherwise.

(f) No Buyer Material Adverse Effect. Between the date hereof and the
Closing Date, there shall have been no material adverse effect on the value of
the Cumulus Common Stock as a whole (other than

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by reason of one or more events, circumstances, changes, developments,
impairments or conditions (political, regulatory or otherwise) that adversely
affect the radio broadcasting industry generally or any change in a Requirement
of Law or accounting principles; and there shall have been delivered a
certificate to such effect, dated the Closing Date, signed by Buyer.

(g) Shareholder Approval. The shareholders of Buyer shall have approved
the transactions contemplated by this Agreement.

(h) Merger Opinion. Seller shall have received the opinion of DSMO.

Notwithstanding the failure of any one or more of the foregoing conditions,
Seller may, at its option, proceed with the Closing without satisfaction, in
whole or in part, of any one or more of such conditions and without written
waiver. To the extent that at the Closing Buyer delivers to Seller a written
notice specifying in reasonable detail the failure of any of such conditions or
the breach by Buyer of any of the representations or warranties of Buyer herein,
and nevertheless Seller proceeds with the Closing, Seller shall be deemed to
have waived for all purposes any rights or remedies it may have against Buyer by
reason of the failure of any such conditions or the breach of any such
representations or warranties to the extent described in such notice.

8.3. Reimbursement of Expenses. If all of the conditions set forth in
Section 8.1 have been satisfied, and Buyer fails to consummate the transactions
contemplated by this Agreement in breach hereof, then Buyer shall promptly
reimburse Seller for all of the expenses actually incurred by Seller in
connection with the transactions contemplated by this Agreement; provided,
however, that this reimbursement shall not exceed Two Hundred Fifty Thousand
United States Dollars (US$250,000). DBBC will provide reasonable documentation
of such expenses and will afford Buyer the opportunity to verify and confirm
such expenses.

ARTICLE 9

ADDITIONAL AGREEMENT OF THE PARTIES

9.1. Conveyance and Transfer of Owned Real Property.

(a) Not less than fifteen (15) days prior to Closing, Seller shall deliver
to Buyer surveys (the "Surveys") of the Owned Real Property made by a registered
land surveyor bearing a certificate addressed to Buyer and Buyer's title
insurance company, signed by the surveyor, certifying that the survey was
actually made on the ground and that there are no Encumbrances reasonably
capable of being shown on a physical survey except as shown on the surveys, and
complying with the 1990 minimum detail requirements for ALTA/ACSM Land Title
Surveys, or a lesser standard provided that Buyer's title insurance company
accepts the Surveys for purposes of deleting any title exception for Survey
matters.

(b) At the Closing, Seller shall deliver a special warranty deed to the
Owned Real Property in form reasonably acceptable to Buyer and its counsel with
good and marketable title, free and clear of all mortgages, liens, charges or
other Owned Real Property Encumbrances except for Permitted Encumbrances and
such other matters that do not materially adversely affect the use and operation
of the Owned Real Property.

(c) At the Closing, Seller shall deliver to Buyer a standard 1992 Form B
ALTA fee owner's title insurance policy insuring title to the parcel of the
Owned Real Property in the name of Buyer evidencing that Buyer has good and
marketable title, free and clear of all Encumbrances except for Owned Real
Property Permitted Encumbrances, in the amount of US$500,000, to be issued by
Chicago Title Insurance Company or another reputable title insurance company
qualified to conduct title insurance business in Tennessee and acceptable to
Buyer, covering fee simple title to the Owned Real Property and showing title in
Buyer, containing a zoning 3.1 endorsement, an extended coverage endorsement, an
access endorsement and a tax parcel identification endorsement.

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(d) If the title policy or policies contemplated by Section 9.1(c) hereof
cannot be issued at Closing, DBBC shall cause to be delivered to Buyer at
Closing a marked-up unconditional binder(s) for such insurance dated as of the
Closing Date, in a form approved by Buyer and otherwise in accordance with the
conditions described hereinabove.

(e) Buyer shall pay all premiums and other expenses relating to the Surveys
and title insurance policies and/or commitments contemplated by this Section
9.1, including, without limitation, the title insurance premiums and all charges
for endorsements.

(f) At the Closing, Buyer shall pay all transfer taxes applicable to the
conveyance of the Owned Real Property.

9.2. Taxes.

(a) Buyer shall prepare and file or cause to be prepared and filed all Tax
Returns for the Merged Companies and their subsidiaries for all periods ending
on or prior to the Closing Date which are due after the Closing Date. Buyer
shall permit Seller to review and approve such Tax Returns prior to their
filing, which approval shall not be unreasonably withheld. Seller shall be
liable for and shall pay all Taxes (whether assessed or unassessed) reported on
such Tax Returns, and shall reimburse Buyer for such Taxes, except to the extent
such Taxes are reflected as a liability or accrued on the Final Balance Sheet.
With respect to any Straddle Period, Buyer shall prepare and file or cause to be
prepared and filed any Tax Returns for the Merged Companies and their
subsidiaries. Buyer shall permit Seller to review and approve such Tax Returns
prior to their filing, which approval shall not be unreasonably withheld. Buyer
shall be liable for and shall pay (i) all Taxes reflected as a liability on the
Final Balance Sheet; and (ii) all Taxes (whether assessed or unassessed)
applicable to the operation of the Business, in each case attributable to
periods beginning after the Closing Date and, with respect to any Straddle
Period, the portion of such Straddle Period beginning immediately after the
Closing. For purposes of this Section 9.2(a), any Straddle Period shall be
treated on a "closing of the books" basis as two partial periods, one ending on
the Closing Date and the other beginning after the Closing Date, provided,
however, that Taxes (such as property Taxes) imposed on a periodic basis shall
be allocated on a daily basis.

(b) Notwithstanding Section 9.2(a), any Tax attributable to the sale,
transfer or delivery of the Purchased Assets or the Merged Companies (but in no
event including any income Tax) shall be borne and paid by Buyer. Buyer and
Seller agree to timely sign and deliver such certificates or forms as may be
necessary or appropriate to establish an exemption from (or otherwise reduce),
or file Tax Returns with respect to, such Taxes.

(c) Seller or Buyer, as the case may be, shall provide reimbursement for
any Tax paid by one party all or a portion of which is the responsibility of the
other party in accordance with the terms of this Section 9.2. Within a
reasonable time prior to the payment of any said Tax, the party paying said Tax
shall give notice to the other party of the Tax payable and the portion which is
the liability of each party, although failure to do so will not relieve the
other party from its liability hereunder.

(d) Buyer shall promptly notify Seller in writing upon receipt by Buyer or
any of its Affiliates of notice of any pending or threatened federal, state,
local or foreign Tax audits, examinations or assessments which may materially
affect the Tax liabilities for which Seller would be required to indemnify Buyer
pursuant to paragraph (a) of this Section 9.2. Seller shall have the sole right
to control any Tax audit or administrative or court proceeding relating to
taxable periods ending at the time of or before the Closing, and to employ
counsel of its choice at its sole expense. In the case of any Straddle Period,
Seller shall be entitled to participate at its sole expense in any Tax audit or
administrative or court proceeding relating in whole or in part to Taxes
attributable to the portion of such Straddle Period ending at the time of the
Closing and, with the written consent of Buyer, and at Seller's sole expense,
may assume the entire control of such audit or proceeding. Neither Buyer nor any
of its Affiliates may settle any Tax claim for any taxable year or period ending
at or before the time of the Closing (or for the portion of any taxable year or
period ending on the Closing) which may be the subject of indemnification by
Seller under

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Section 9.2(a) without the prior written consent of the Seller, which consent
shall not be unreasonably withheld.

(e) After the Closing, Seller and Buyer shall (and cause their respective
Affiliates to):

(i) Make available to the other and to any taxing authority as
reasonably requested all information, records, and documents relating to
Taxes relating to the Business, the Purchased Assets or the Merged
Companies.

(ii) Provide timely notices to the other in writing of any pending or
threatened Tax audits or assessments relating to the Business, the
Purchased Assets or the Merged Companies for taxable periods for which the
other may have a liability under this Section 9.2.

(iii) Furnish the other with copies of all correspondence received
from any taxing authority in connection with any Tax audit or information
request with respect to any such taxable period.

9.3. Business Employees and Employee Benefit Plans.

(a) Prior to Closing, Seller will provide Buyer a list of all employees
employed by DBBC, the Merged Companies or Phoenix of Hendersonville ("Business
Employees") as of a date not more than sixty-five (65) business days before the
Closing. DBBC shall also provide Buyer reasonable access to its personnel
records for Business Employees. After notification of the FCC Consent and as of
the Closing Date, Seller will terminate, and Buyer will offer at-will employment
to the Business Employees employed by Seller upon terms and conditions of
employment that are no less favorable in the aggregate to the terms of such
employees' employment by Seller before Closing. Seller shall allow Buyer
reasonable access to Business Employees for purposes of extending offers of
employment.

(b) Seller will bear the cost and expense of all workers' compensation
claims asserted and arising out of any injury sustained by Business Employees on
or before the Closing Date.

(c) Seller shall be responsible for, and shall indemnify and hold Buyer
harmless from, the payment of any severance pay or unemployment compensation, or
other claims made by any Business Employee who is terminated by Seller before
Closing and who does not accept employment with Buyer.

(d) Seller, the Merged Companies and Phoenix of Hendersonville shall be
responsible for, and shall indemnify and hold Buyer harmless from, any and all
Losses and Expenses relating to claims asserted by any Business Employees under
the WARN Act and any similar state or local law, rule, regulation or order
respecting notice of termination with respect to employment actions taken by
Seller after the Closing Date.

(e) Except as provided otherwise in Section 9.3(f) and Section 9.3(g)
effective as of Closing, Buyer shall not assume the sponsorship of any of
Seller's or the Merged Companies' or Phoenix of Hendersonville's Employee Plans
under which benefits are provided to Business Employees. Prior to Closing,
Seller shall terminate any and all Pension Plans covering employees or former
employees of Seller. Within sixty (60) days after the Closing Date, Seller shall
file with the IRS, at Seller's expense, an application for determination upon
termination of each Pension Plan under this subsection. Upon receipt of a
favorable determination from the IRS with respect to such termination, Seller
shall cause, at the election of a transferred employee, the direct rollover of
such transferred employee's benefit under the Pension Plan terminated to an
eligible retirement plan of Buyer. Seller shall use commercially reasonable
efforts to secure such favorable determination by the IRS within two hundred
seventy (270) days after the Closing Date.

(f) Except as expressly provided in this Section 9.3(f), Seller shall
retain all responsibility and liability for any health care continuation
coverage required to be provided under Section 4980 of the Code and Part 6 of
Subtitle B of Title I of ERISA ("COBRA Obligations") to Business Employees (and
their spouses and dependents) terminated by Seller prior to the Closing Date.
Notwithstanding the preceding sentence, Buyer shall assume all liability and
responsibility for any COBRA Obligations to any Business Employee who accepts
employment with Buyer as of the Closing Date and whose employment is terminated
by Buyer after the Closing Date. Seller agrees to indemnify and hold Buyer
harmless as to any

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and all Losses and Expenses that may be incurred by Buyer as a consequence of
the failure of Seller, the Merged Companies or Phoenix of Hendersonville to
fulfill their COBRA Obligations arising prior to the Closing Date with respect
to any Business Employee or former employee of Seller, the Merged Companies or
Phoenix of Hendersonville or any qualified beneficiary of any such employee (as
defined in Section 4980B(g)(1) of the Code).

(g) Effective as of the Closing Date, each Business Employee who accepts
Buyer's offer of employment as of the Closing Date shall be eligible to
participate in the various employee benefit plans maintained by or on behalf of
Buyer including any retirement, health, disability, dental and life insurance
plans, subject to the terms and conditions of each applicable plan. With respect
to such plans, Buyer shall (i) waive any waiting period for Business Employees
and their dependents, and (ii) waive any pre-existing condition exclusion or
limitation for Business Employees and their dependents except to the extent that
such exclusion or limitation applied to such individual under the Employee Plans
of Seller and members of Seller's Controlled Group immediately prior to the
Closing; provided, that notwithstanding such exclusions or limitations, solely
for the purpose of eligibility and vesting and not for accruals of benefits,
Business Employees shall be credited with time elapsed and/or hours of service
under the Employee Plans of Seller. Seller shall retain all liability with
respect to any and all medical, dental, or disability claims and expenses due to
the illness or injury of any Business Employees terminated prior to the Closing
Date which illness or injury occurs prior to the Closing Date; provided,
however, that Buyer shall assume liability with respect to such claims and
expenses for which proper accruals or reserves are included in the Final Balance
Sheet, but any such liability shall be limited to the extent of such accruals or
reserves. Claims for long-term disability benefits by Business Employees arising
out of occurrences prior to the Closing Date shall be covered by the applicable
Employee Plans of Seller and members of Seller's Controlled Group in accordance
with the terms of such Plans, and not by Buyer or any of Buyer's plans. Neither
Buyer nor any member of its Controlled Group shall be liable for payment of any
disability benefit due to disabled employees of Seller (such employees listed in
Schedule 9.3(G)) who, prior to the Closing Date, are in the waiting or
qualifying period for disability benefits. After the Closing, Seller shall be
responsible for disability benefits payable to such employees under the
applicable disability plan maintained or sponsored by Seller.

9.4. Post-Closing Remittances. If, after the Closing Date, Seller shall
receive any remittance from any account debtors with respect to any accounts or
notes receivable included in the Purchased Assets, Seller shall endorse such
remittance to the order of Buyer and forward it to Buyer promptly following
receipt thereof.

9.5. Insurance After Closing. After the Closing, Buyer will maintain
insurance coverage against risk arising from its operation of the Business,
which coverage is substantially similar to the coverage maintained by Buyer with
respect to its other assets and operations.

9.6. Financial, Sales and FCC Reports. Within thirty (30) days after the
end of each month ending after the date hereof, Seller will furnish Buyer with a
copy of Seller's operating statements (updated from, and substantially in, the
form of operating statement attached hereto as Schedule 9.6), together with any
monthly sales, collection or pacing reports, and will furnish to Buyer within
ten (10) days after filing all reports filed with the FCC with respect to the
Business or the Merged Companies after the date hereof. Seller will furnish to
Buyer within five (5) business days of receipt copies of any correspondence,
Actions, filings, or complaints filed by any Person with, or received from, the
FCC. All of the foregoing financial statements shall comply with the
requirements concerning financial statements set forth in Section 5.6. In
addition, Seller will furnish upon request Buyer with copies of regular
management reports, if any, concerning the operation of the Business or the
Merged Companies within ten (10) days after such reports are prepared. The
operating statements and other reports required by this Section 9.6 include all
assets, liabilities, income, expense and cash flow related to the Business, the
Merged Companies and Phoenix of Hendersonville.

9.7. Public Announcement. Seller will cause each Station to publish and
broadcast a public notice concerning the filing of the application for
assignment of the Governmental Permits in accordance with the

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requirements of the FCC's Rules. As to any other announcements, no party hereto
shall issue any press release or public announcement or otherwise divulge the
existence of this Agreement or the transactions contemplated hereby without the
prior approval of the other parties hereto which shall not be unreasonably
withheld except as and to the extent that such party shall be obligated by law,
rule or regulation, in which case the other party shall be so advised and the
parties shall use their best efforts to cause a mutually agreeable release or
announcement to be issued.

9.8. Fees of Buyer's Counsel. Buyer shall pay all fees and expenses then
owed to Gardner, Carton & Douglas by Buyer in connection with the transactions
contemplated by this Agreement immediately prior to Closing by wire transfer in
immediately available funds. In no event shall Seller be responsible for any
such fees or expenses. Buyer and Seller agree that for the purposes of this
Section 9.8, Gardner, Carton & Douglas shall be considered to be a third party
beneficiary to this Agreement, notwithstanding Section 12.4(b). In no event will
Seller be liable for the fees of Buyer's counsel.

ARTICLE 10

TERMINATION

10.1. Termination. Anything contained in this Agreement to the contrary
notwithstanding, this Agreement may be terminated at any time prior to the
Closing Date:

(a) By the mutual consent of Buyer and Seller.

(b) By Buyer or Seller if the Closing shall not have occurred on or before
December 31, 2002 (or such later date as may be mutually agreed to by Buyer and
Seller).

(c) By Buyer or Seller if a Final Order (unless waived by Buyer) shall not
have been issued on or before December 31, 2002.

(d) By Buyer in the event of any material breach by the Seller of its
agreements, representations or warranties contained herein and the failure of
Seller to cure such breach within fourteen (14) days after receipt of notice
from Buyer requesting such breach to be cured.

(e) By Seller in the event of any material breach by Buyer of any of
Buyer's agreements, representations or warranties contained herein and the
failure of Buyer to cure such breach within fourteen (14) days after receipt of
notice from Seller requesting such breach to be cured.

(f) By Buyer or Seller if any court shall have issued a Court Order or if
any Governmental Body shall have issued a decree or ruling or taken any other
action permanently restraining, enjoining or otherwise prohibiting the
consummation of the transactions contemplated hereby.

10.2. Notice of Termination. Any party desiring to terminate this
Agreement pursuant to Section 10.1 shall give written notice of such termination
to the other parties to this Agreement.

10.3. Effect of Termination. In the event that this Agreement shall be
terminated pursuant to this Article 10, all further obligations of the parties
under this Agreement (other than Sections 12.2, and 12.7) shall be terminated
without further liability of any party to the other, provided that nothing
herein shall relieve any party from liability for its willful breach of this
Agreement.

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ARTICLE 11

INDEMNIFICATION

11.1. Indemnification by Seller.

(a) Notwithstanding any investigation made by or on behalf of Buyer, Seller
agrees to indemnify and hold each Buyer Group Member harmless from and against
any and all Losses and Expenses incurred by such Buyer Group Member in
connection with or arising from:

(i) Any breach or failure by Seller of any of its respective
covenants, agreements or obligations arising under this Agreement or any
Seller Ancillary Agreement.

(ii) Any breach of any warranty or the inaccuracy of any
representation of Seller contained or referred to in this Agreement or any
certificate delivered by or on behalf of Seller pursuant hereto.

(iii) Any Excluded Liability.

(iv) Seller's ownership, use or operation of the Business prior to the
Closing Date.

(v) The operation of DBBC, the Merged Companies or Phoenix of
Hendersonville prior to the Closing Date pertaining but not limited to,
compliance with any Requirements of Law, Environmental Laws, Governmental
Permits, Tax Returns, ownership, occupation, possession and use of any real
property or Employee Plans.

(b) Notwithstanding anything to the contrary contained herein:

(i) Seller shall be required to indemnify and hold Buyer harmless for
any claims asserted solely pursuant to clauses (i) and (ii) of Section
11.1(a) with respect to any Losses and Expenses incurred by a Buyer Group
Member only to the extent that the aggregate amount of such Claim exceeds
Two Hundred and Fifty Thousand United States Dollars (US$250,000); and

(ii) The aggregate amount required to be paid by Seller pursuant to
clauses (i) and (ii) of Section 11.1(a) shall not exceed the amount
represented by the Indemnity Obligation Escrowed Shares (except to the
extent the indemnification obligation is based on Seller's intentional
fraud).

(c) The indemnification provided for in this Section 11.1 shall terminate
eighteen (18) months after the Closing Date (and no claims shall be made by any
Buyer Group Member under this Section 11.1 thereafter), except that the
indemnification by Seller shall continue as to any event, fact or circumstance
of which any Buyer Group Member has notified Seller in accordance with the
requirements of Section 11.3 on or prior to the date such indemnification would
otherwise terminate in accordance with this Section 11.1, with respect to which
the indemnification obligation of Seller shall continue until the liability of
Seller shall have been determined pursuant to this Article 11, and Seller shall
have reimbursed all Buyer Group Members for the full amount of such Losses and
Expenses in accordance with this Article 11.

11.2. Indemnification by Buyer.

(a) Buyer agrees to indemnify and hold harmless each Seller Group Member
from and against any and all Losses and Expenses incurred by such Seller Group
Member in connection with or arising from:

(i) Any breach or failure by Buyer of any of its covenants,
agreements, or obligations arising under this Agreement or any Buyer
Ancillary Agreement.

(ii) Any breach of any warranty or the inaccuracy of any
representation of Buyer contained or referred to in this Agreement or in
any certificate delivered by or on behalf of Buyer pursuant hereto.

(iii) Buyer's ownership, use or operation of the Business after the
Closing Date.

(iv) Any Assumed Liability or Assumed Commitment.

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(b) Notwithstanding anything to the contrary contained herein:

(i) Buyer shall be required to indemnify and hold Seller harmless for
any claims asserted solely pursuant to clauses (i) and (ii) of Section
11.2(a) with respect to any Losses and Expenses incurred by a Seller Group
Member only to the extent that the aggregate amount of such Claim exceeds
Two Hundred and Fifty Thousand United States Dollars (US$250,000); and

(ii) The aggregate amount required to be paid by Buyer pursuant to
clauses (i) and (ii) of Section 11.2(a) shall not exceed Five Million
United States Dollars (US$5,000,000).

(c) The indemnification provided for in this Section 11.2 shall terminate
eighteen (18) months after the Closing Date (and no claims shall be made by any
Seller Group member under this Section 11.2 thereafter), except that the
indemnification by Buyer shall continue as to any event, fact or circumstance of
which any Seller Group Member has notified Buyer in accordance with the
requirements of Section 11.3 on or prior to the date such indemnification would
otherwise terminate in accordance with this Section 11.2, with respect to which
the indemnification obligation of Buyer shall continue until the liability of
Buyer shall have been determined pursuant to this Article 11, and Buyer shall
have reimbursed all Seller Group Members for the full amount of such Losses and
Expense in accordance with this Article 11.

11.3. Notice of Claims. Any Buyer Group Member or Seller Group Member
seeking indemnification hereunder (the "Indemnified Party") shall give to the
party obligated to provide indemnification to such Indemnified Party (the
"Indemnitor") a notice (a "Claim Notice") describing in reasonable detail the
facts giving rise to any claim for indemnification hereunder ("Claim") and shall
include in such Claim Notice (if then known) each item of actual or prospective
Loss (including the amount thereof if reasonably ascertainable), the date on
which such Loss is or will be incurred (if reasonably ascertainable), the amount
or the method of computation of the amount of each such Loss, and a reference to
the provision of this Agreement or any other agreement, document or instrument
executed hereunder or in connection herewith upon which such claim is based;
provided, that a Claim Notice in respect of any Action by or against a third
Person as to which indemnification will be sought shall be given within fourteen
(14) days after the Indemnified Party receives summons, process, or other notice
of such Action.

11.4. Third Person Claims. In any third Person Action against the
Indemnified Party as to which indemnification will be sought from the Indemnitor
hereunder, the Indemnitor may elect, but shall not be required, to conduct and
control, through counsel of its choosing, the defense of any such third Person
Action only if the Indemnitor has, within fourteen (14) days after Indemnitor's
receipt of the Claim Notice, agreed in writing to undertake such defense at its
expense. If the Indemnitor so assumes the defense and subsequently determines in
good faith that the Claim is not subject to indemnification hereunder, the
Indemnitor may withdraw from the defense of the Indemnified Party, provided that
the Indemnitor shall, at Indemnitor's expense, take all actions reasonably
necessary (and shall instruct its counsel to take all actions reasonably
necessary) to transition the defense of the matter to other counsel, and
provided further, that the Indemnitor shall have no claim against the
Indemnified Party for recovery of fees, costs and expenses incurred prior
thereto. In any case in which the Indemnitor elects to exercise its option
hereunder, the Indemnified Party shall cooperate in connection therewith and
shall furnish such records, information and testimony and attend such
conferences, discovery proceedings, hearings, trials and appeals as may be
reasonably requested by the Indemnitor in connection therewith; provided, that
the Indemnified Party may participate, through counsel chosen by it and at its
own expense, in the defense of any such claim, action or suit as to which the
Indemnitor has elected to conduct and control the defense thereof. The
Indemnitor shall not, without the written consent of the Indemnified Party which
consent will not be unreasonably withheld or delayed, pay, compromise or settle
any such third Person Action; provided, that the Indemnified Party shall be
obligated to provide its consent if such compromise or settlement includes a
release for the Indemnified Party of all liability with respect to the matter
being compromised or settled, a reimbursement of the Indemnified Party's Losses
and Expenses incurred in connection with the Third Party Action, and a provision
that denies any liability for the claim asserted in the Third Party Action.
Notwithstanding anything to the contrary contained herein, the failure of the

C-48

Indemnitor to agree in writing as provided pursuant to the first sentence of
this Section 11.4 shall not affect the Indemnified Party's rights against such
Indemnitor hereunder.

11.5. Indemnification Funds. The Indemnity Obligation Escrowed Shares
shall constitute the sole source of assets for satisfaction of any liabilities
of DBBC arising under this Article 11 (other than indemnity obligations arising
out of intentional fraud). Any Claim by Buyer shall be increased by an amount
equal to the reasonable costs of registering and liquidating the Indemnity
Obligation Escrowed Shares necessary to satisfy the Claim, irrespective of when
or if such registration is undertaken.

11.6. Exclusive Remedy. The indemnification provided by this Article 11
constitutes the parties' exclusive remedies for any and all post-Closing matters
with respect to the transactions contemplated by this Agreement; provided, that
this Article shall not prohibit any causes of action that may exist for fraud or
the remedies of specific performance or declaratory relief; and provided
further, that any monetary or other claims joined with a claim for specific
performance, rescission or declaratory relief shall be subject to all of the
terms, conditions and limitations contained in this Agreement.

11.7. Subrogation. To the extent that an Indemnitor has discharged any
Claim for indemnification hereunder, the Indemnitor shall be subrogated to all
rights of the Indemnified Party against any Person to the extent of the Losses
and Expenses that relate to such Claim; provided, however, the Indemnitor shall
not be subrogated to any claim against any Person who would have recourse
therefor against the Indemnified Party. The Indemnified Party shall, upon
written request by the Indemnitor following the discharge of such claim, execute
an instrument necessary to evidence such subrogation rights.

11.8. Adjustment to the Purchase Price. Any payment made pursuant to this
Article 11 shall be net of any cash tax benefit attributed to the Losses and
Expenses that have actually been realized by the Indemnified Party and shall be
treated as an adjustment to the Purchase Price.

ARTICLE 12

GENERAL PROVISIONS

12.1. Notices. Any notice, request, instruction or other document to be
given hereunder shall be in writing and (a) delivered personally; (b) sent by
reputable overnight courier (including Federal Express); or (c) transmitted by
facsimile, according to the instructions set forth below. Such notices shall be
sent to the following addresses and/or facsimile numbers and shall be deemed
given: (x) if delivered personally, at the time delivered; or (y) if transmitted
by facsimile, at the time when receipt is confirmed by the sending facsimile
machine.

If to Buyer, MJI or PBI, to:

Cumulus Media Inc.
3235 Piedmont Road
Building 14, Floor 4
Atlanta, Georgia 30305
Attention: President
Phone: 404-949-0700
Facsimile: 404-443-0742

with a copy to:

Prior to December 31, 2002: From January 1, 2003
Gardner, Carton & Douglas Gardner, Carton & Douglas
321 North Clark Street, Suite 3300 191 N. Wacker Drive, Suite 3700
Chicago, Illinois 60610 Chicago, Illinois 60601
Attention: Mr. Robert J. Wilczek Attention: Mr. Robert J. Wilczek
Phone: 312-245-8424 Phone: 312-245-8424
Facsimile: 312-644-3381 Facsimile: 312-644-3381

C-49

Jones, Day, Reavis & Pogue
3500 Sun Trust Plaza
303 Peachtree Street
Atlanta, Georgia 30308-3242
Attention: John E. Zamer
Phone: 404-521-3939
Facsimile: 404-581-8330

If to Seller, Phoenix, or Mt. Juliet, to:

DBBC, L.L.C.
10 Music Circle East
Nashville, Tennessee 37203
Attention: Lewis W. Dickey, Jr.
Phone: 615-321-1067
Facsimile: 615-321-5808

with a copy to:

Dickstein, Shapiro, Morin & Oshinsky, LLP
2101 L Street, N.W.
Washington, DC 20037-1526
Attention: Mr. Lewis J. Paper
Phone: 202-828-2265
Facsimile: 202-887-0689

or to such other address as such party may indicate by a notice delivered to the
other parties hereto in accordance with the provisions of this Section 12.1.

12.2. Confidential Nature of Information. Each party agrees that it will
treat in confidence all documents, materials and other information which it
shall have obtained regarding any of the other parties during the course of the
negotiations leading to the consummation of the transactions contemplated hereby
(whether obtained before or after the date of this Agreement), the investigation
provided for herein and the preparation of this Agreement and other related
documents ("Confidential Information"), and, in the event the transactions
contemplated hereby shall not be consummated, each party will return to such
other parties all copies of Confidential Information which have been furnished
in connection therewith. Confidential Information shall not be communicated to
any third Person (other than the parties' respective counsel, accountants,
financial advisors, or environmental consultants). No party shall use any
Confidential Information in any manner whatsoever except solely for the purpose
of evaluating the proposed transaction. Notwithstanding the foregoing, after the
Closing, Buyer may use or disclose any Confidential Information related to
Seller, the Merged Companies or Phoenix of Hendersonville. The obligation of
each party to treat Confidential Information in confidence shall not apply to
any Confidential Information which (i) is or becomes available to such party
from a source other than such party, so long as such source is not under any
obligation to treat the Confidential Information confidentially, (ii) is or
becomes available to the public other than as a result of disclosure by such
party or its agents, (iii) is required to be disclosed under applicable law or
judicial process, but only to the extent it must be disclosed, or (iv) such
party reasonably deems disclosure necessary to obtain any of the consents or
approvals contemplated hereby.

12.3. Entire Agreement; Amendments. This Agreement and the Exhibits and
Schedules referred to herein and the documents and agreements delivered pursuant
hereto contain the entire understanding of the parties hereto with regard to the
subject matter contained herein or therein, and supersede all prior written or
oral agreements, understandings or letters of intent between or among any of the
parties hereto. This Agreement shall not be amended, modified or supplemented
except by a written instrument signed by an authorized representative of each of
the parties hereto. Notwithstanding the foregoing, until ten (10) days prior to
the Closing Date, Seller may amend the Disclosure Schedules attached hereto to
reflect only changes and developments arising after the date hereof that,
individually or in the aggregate, do not or will not reasonably be expected to
adversely affect the value to Buyer of the Business or results of operations of
the Business in any material manner.

C-50

12.4. Successors and Assigns.

(a) The rights of the parties under this Agreement shall not be assignable
without the written consent of the other parties, except that some or all of the
rights of Buyer under this Agreement may be assigned, without the consent of the
Seller, to any Affiliate of Buyer, provided that (i) the assignee shall assume
in writing all of Buyer's obligations to Seller hereunder, and (ii) Buyer shall
not be released from any of its obligations hereunder by reason of such
assignment, but shall continue to be obligated hereunder jointly and severally
with the assignee.

(b) This Agreement shall be binding upon and inure to the benefit of the
parties hereto and their successors and permitted assigns. The successors and
permitted assigns hereunder shall include without limitation, in the case of
Buyer, any permitted assignee as well as the successors in interest to such
permitted assignee (whether by merger (including successive mergers) or
otherwise). Nothing in this Agreement, expressed or implied, is intended or
shall be construed to confer upon any Person other than Gardner, Carton &
Douglas, Counsel to Buyer, pursuant to Section 9.8, and the parties and
successors and assigns permitted by this Section 12.4 any right, remedy or claim
under or by reason of this Agreement.

12.5. Interpretation.

(a) Article titles and headings to sections herein are inserted for
convenience of reference only and are not intended to be part of or to affect
the meaning or interpretation of this Agreement. The Schedules and Exhibits
referred to herein shall be construed with and as an integral part of this
Agreement to the same extent as if they were set forth herein.

(b) This Agreement and the Schedules and Exhibits hereto have been mutually
prepared, negotiated and drafted by each of the parties hereto and thereto. The
parties agree that the terms of this Agreement shall be construed and
interpreted against each party in the same manner and that no such provisions
shall be construed or interpreted more strictly against one party on the
assumption that an instrument is to be construed more strictly against the party
which drafted the agreement.

12.6. Waivers. Any term or provision of this Agreement may be waived, or
the time for its performance may be extended, only pursuant to a written action
by the party or parties entitled to the benefit thereof. Any such waiver shall
be validly and sufficiently authorized for purposes of this Agreement if, as to
any party, it is authorized in writing by an authorized representative of such
party. The failure of any party hereto to enforce at any time any provision of
this Agreement shall not be construed to be a waiver of such provision, nor in
any way to affect the validity of this Agreement or any part hereof or the right
of any party thereafter to enforce each and every such provision. No waiver of
any breach of this Agreement shall be held to constitute a waiver of any other
or subsequent breach.

12.7. Expenses. Subject to the provisions of Article 10, in the event
that the transactions provided for in this Agreement are not consummated, each
party hereto will pay its own costs and expenses incident to the negotiation,
preparation and performance of this Agreement, including the fees, expenses and
disbursements of its counsel, financial advisors, and accountants, with the
exception set forth in Section 8.3. Any license, transfer or other fees required
to be paid to any Person to transfer to Buyer the right to use, operate or enjoy
the Business, the Purchased Assets or the Merged Companies in the manner
currently used by Seller, the Merged Companies or Phoenix of Hendersonville
shall be borne by Buyer. Any fees assessed by the FCC in connection with the
filings contemplated hereby shall be paid by Buyer.

12.8. Partial Invalidity. Wherever possible, each provision hereof shall
be interpreted in such manner as to be effective and valid under applicable law,
but in case any one or more of the provisions contained herein shall, for any
reason, be held to be invalid, illegal or unenforceable in any respect, such
provision shall be ineffective to the extent, but only to the extent, of such
invalidity, illegality or unenforceability without invalidating the remainder of
such invalid, illegal or unenforceable provision or provisions or any other
provisions hereof, unless such a construction would be unreasonable.

C-51

12.9. Execution in Counterparts. This Agreement may be executed in one or
more counterparts, each of which shall be considered an original instrument, and
shall become binding when one or more counterparts have been signed by each of
the parties hereto and delivered to Seller and Buyer.

12.10. Governing Law. This Agreement shall be governed by and construed
in accordance with the internal laws of the State of Illinois, without giving
effect to any choice of law provisions which may direct the application of the
laws of another jurisdiction.

12.11. Submission to Jurisdiction; Specific Performance. The Seller and
Buyer hereby: (a) agree that any Action arising out of or related to this
Agreement or any of the transactions contemplated hereby or thereby shall be
filed and shall proceed exclusively in the United States District Court for the
Northern District of Georgia; (b) irrevocably consent to jurisdiction in such
courts; and (c) waive any and all objections to jurisdiction in such courts that
they may have under the federal or state laws of the United States. Seller
agrees that, if Seller refuses to close the transactions contemplated by this
Agreement in breach of this Agreement, in addition to any other remedies
available to Buyer, Buyer shall be entitled to specific performance of this
Agreement.

12.12. Further Assurances. On the Closing Date, Seller shall (i) deliver
to Buyer such other bills of sale, deeds, endorsements, assignments and other
good and sufficient instruments of conveyance and transfer, in form reasonably
satisfactory to Buyer and its counsel, as Buyer may reasonably request or as may
be otherwise reasonably necessary to vest in Buyer all the right, title and
interest of Seller in, to or under any or all of the Purchased Assets and the
Merged Companies, and (ii) take all steps as may be reasonably necessary to put
Buyer in actual possession and control of all the Purchased Assets, the Merged
Companies and Phoenix of Hendersonville. From time to time following the
Closing, Seller shall execute and deliver, or cause to be executed and
delivered, to Buyer such other instruments of conveyance and transfer as Buyer
may reasonably request or as may be otherwise necessary to more effectively
convey and transfer to, and vest in, Buyer and put Buyer in possession of, any
part of the Purchased Assets, the Merged Companies and Phoenix of
Hendersonville, and, in the case of licenses, certificates, approvals,
authorizations, agreements, contracts, leases, easements and other commitments
included in the Purchased Assets which cannot be transferred or assigned
effectively without the consent of third Persons which consent has not been
obtained prior to the Closing, to cooperate with Buyer at its request in
endeavoring to obtain such consent promptly. Notwithstanding anything in this
Agreement to the contrary, this Agreement shall not constitute an agreement to
assign any license, certificate, approval, authorization, agreement, contract,
lease, easement or other commitment included in the Purchased Assets if an
attempted assignment thereof without the consent of a third Person thereto would
constitute a breach thereof.

12.13. Access to Records after Closing. For a period of five (5) years
after the Closing Date, Seller and its representatives shall have reasonable
access to all of the books and records of Seller transferred to Buyer hereunder
to the extent that such access may reasonably be required by Seller in
connection with matters relating to or affected by the operations of Seller
prior to the Closing Date. Such access shall be afforded by Buyer upon receipt
of reasonable advance notice, during the Stations' normal business hours and
shall not constitute Seller exercising control over the Stations under FCC
rules, regulations or guidelines. The Seller shall be solely responsible for any
costs or expenses incurred by them pursuant to this Section 12.13. If Buyer
shall desire to dispose of any of such books and records prior to the expiration
of such five (5) year period, Buyer shall, prior to such disposition, give
Seller a reasonable opportunity, at Seller's expense, to segregate and remove
such books and records as Seller may select. At the expiration of such five (5)
year period, Seller shall have a reasonable opportunity, at Seller's expense, to
segregate and copy such books and records as it may elect.

12.14. Survival of Covenants and Agreements. Notwithstanding anything to
the contrary contained herein, the obligations of the parties under Sections
9.2, 9.3(b), (c), (d), (f), (g), 9.4, 11, 12.4, 12.7, 12.12 and 12.13 shall
survive the Closing.

C-52

12.15. Actions of Buyer. Any actions required or capable of being taken
by Buyer with respect hereto may only be taken by action of, or upon the
authorization of, the Special Committee of the Board of Directors of Buyer
created by the resolution of the Board of Directors of Buyer dated July 2, 2001.

[SIGNATURES APPEAR ON FOLLOWING PAGE]

C-53

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed the day and year first above written.

BUYER:

CUMULUS MEDIA INC.

By: /s/ MARTIN R. GAUSVIK
------------------------------------
Name: Martin R. Gausvik
----------------------------------
Title: Executive Vice President, Chief
Financial Officer and Treasurer
-----------------------------------

MT. JULIET INC.

PHOENIX BROADCASTING INC.

SELLER:

DBBC, L.L.C.

By: /s/ LEWIS W. DICKEY, JR.
------------------------------------
Name: Lewis W. Dickey, Jr.
----------------------------------
Title: President
-----------------------------------

C-54

PHOENIX COMMUNICATIONS GROUP, INC.

By: /s/ LEWIS W. DICKEY, JR.
----------------------------------
Name: Lewis W. Dickey, Jr.
----------------------------------
Title: President
-----------------------------------

MT. JULIET BROADCASTING, INC.

By: /s/ LEWIS W. DICKEY, JR.
------------------------------------
Name: Lewis W. Dickey, Jr.
----------------------------------
Title: President
-----------------------------------

C-55

APPENDIX D

(LETTERHEAD OF HOULIHAN LOKEY HOWARD & ZUKIN)

February 27, 2002

Cumulus Media Inc.
3235 Piedmont Road
Building 14, Floor 14
Atlanta, Georgia 30305

Attn: Mr. Holcombe T. Green, Jr.
Mr. Eric P. Robison
Special Committee to the Board
of Directors of Cumulus Media Inc.

Dear Sirs:

Cumulus Media, Inc. ("Cumulus" or the "Company" hereinafter), Mt. Juliet
Inc., Phoenix Broadcasting Group, Inc., Phoenix Communications Group, Inc., Mt.
Juliet Broadcasting, Inc. and DBBC, L.L.C. have entered into that certain
Agreement and Plan of Merger, dated as of December 14, 2001, providing for the
Company's purchase of all of the outstanding stock of Phoenix Communications,
Inc. and Mt. Juliet Broadcasting, Inc. and the assets pertaining to WRQQ
(collectively referred to as "DBBC" hereinafter), which constitute substantially
all of the stock and assets owned by DBBC, LLC for a purchase price of 5,250,000
shares of Cumulus common stock, a warrant to purchase 250,000 shares of Cumulus'
common stock, and assumed liabilities of $21,000,000. Such transaction and all
related transactions are referred to collectively herein as the "Transaction."

You have requested our opinion (the "Opinion") as to the matters set forth
herein with respect to the Transaction. The Opinion does not address the
Company's underlying business decision to effect the Transaction and we are
aware that certain Cumulus officers and shareholders also hold a majority of the
shares of DBBC. We have not been requested to, and did not, solicit third party
indications of interest in acquiring all or any part of the Company.
Furthermore, at your request, we have assisted in negotiating the Transaction. A
special committee (the "Committee") to the Board of Directors of the Company has
been formed to consider certain matters relating to the Transaction on behalf of
the public stockholders of the Company.

In connection with this Opinion, we have made such reviews, analyses and
inquiries as we have deemed necessary and appropriate under the circumstances.
Among other things, we have:

1. reviewed DBBC's monthly unaudited financial statements for the
twelve months ended December 31, 2000 and December 31, 2001, as well as the
one month ended January 31, 2002;

2. reviewed the analysis prepared by George R. Reed of Media Services
Group, Inc. on behalf of DBBC;

3. in conjunction with Counsel to the Committee, reviewed copies of
the following documents and other agreements: DBBC Corporate Structure;
Certificate of Organization; Operating Agreement; Loan and Security
Agreement; Certificate of Incorporation of Phoenix Communications Group,

D-1

Phoenix of Nashville, and Phoenix of Hendersonville; Stock Purchase
Agreement; Stock Pledge Agreement and Stock Power; Closing Documents for
Mt. Juliet transaction; Documents regarding the transfer of all assets of
Mt. Juliet to DBBC, LLC; and Closing Documents for Mid-TN Broadcasters LLC.

4. reviewed industry analyses from BIA Financial Network, Inc.,
Duncan's American Radio, LLC, Paul Kagan Associates, Inc., and Arbitron,
Inc.

5. met with certain members of the senior management of DBBC to
discuss the operations, financial condition, future prospects and projected
operations and performance of DBBC;

6. visited certain facilities and business offices of DBBC;

7. reviewed certain other publicly available financial data for
certain companies that we deem comparable to DBBC, and publicly available
prices and premiums paid in other transactions that we considered similar
to the Transaction;

8. reviewed drafts of certain documents to be delivered at the closing
of the Transaction; and

9. conducted such other studies, analyses and inquiries as we have
deemed appropriate.

We have relied upon and assumed, without independent verification, that the
financial forecasts and projections provided to us have been reasonably prepared
and reflect the best currently available estimates of the future financial
results and condition of DBBC, and that there has been no material change in the
assets, financial condition, business or prospects of DBBC since the date of the
most recent financial statements made available to us.

We have not independently verified the accuracy and completeness of the
information supplied to us with respect to DBBC and do not assume any
responsibility with respect to it. We have not made any physical inspection or
independent appraisal of any of the properties or assets of DBBC. Our opinion is
necessarily based on business, economic, market and other conditions as they
exist and can be evaluated by us at the date of this letter.

Based upon the foregoing, and in reliance thereon, it is our opinion that
the consideration to be offered in connection with the Transaction is fair to
the Company from a financial point of view.

/s/ HOULIHAN LOKEY HOWARD & ZUKIN FINANCIAL ADVISORS, INC.

D-2

FORM OF PROXY CARD

CUMULUS MEDIA INC.

THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS

The undersigned appoints Lewis W. Dickey, Jr. and Martin R. Gausvik, and
each of them, as proxies, each with the power to appoint his substitute, and
authorizes each of them to represent and vote, as designated below, all of the
shares of stock of Cumulus Media Inc. held of record by the undersigned on
February 25, 2002, at the Special Meeting of Shareholders of Cumulus Media Inc.
to be held on March 28, 2002, and at any and all adjournments or postponements
thereof. Management recommends a vote in favor of Proposal 1 and a vote in favor
of Proposal 2.

THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED IN THE MANNER DIRECTED
HEREIN BY THE UNDERSIGNED SHAREHOLDER. IF NO DIRECTION IS MADE, THIS PROXY WILL
BE VOTED FOR PROPOSAL 1 AND FOR PROPOSAL 2.

DETACH BELOW AND RETURN USING THE ENVELOPE PROVIDED

CUMULUS MEDIA INC. SPECIAL MEETING

1. Proposal to approve the acquisition of Aurora Communications, LLC, which
involves the issuance of (a) shares of Class A Common Stock, (b) shares of Class
B Common Stock, which may be converted into shares of Class A Common Stock on a
one-for-one basis, and (c) warrants exercisable for a period of one year from
the date of issuance to purchase shares of Class A Common Stock or Class B
Common Stock, and the payment of cash, in exchange for all of the outstanding
membership interests in Aurora Communications.

[ ] FOR [ ] AGAINST [ ] ABSTAIN

2. Proposal to approve the acquisition of the broadcasting operations of
DBBC, L.L.C., which involves the issuance of shares of Class A Common Stock and
a warrant exercisable for a period of six months from the date of issuance to
purchase additional shares of Class A Common Stock, and the assumption of
specified liabilities of DBBC and the payment of certain expenses, in exchange
for substantially all of the assets of DBBC, L.L.C.

[ ] FOR [ ] AGAINST [ ] ABSTAIN

3. In their discretion, the proxies are authorized to vote upon such other
business as may properly come before the special meeting or any adjournments or
postponements of that meeting.

Check appropriate box No. of shares:
Indicate changes below: Date: -----------------------------------
---------------------------------, 2002 ------------------------------------------------
------------------------------------------------
Address change? [ ] Name change? [ ] Signature(s) in box
Please sign exactly as name appears hereon. When
shares are held by joint tenants, both should
sign. When signing in a fiduciary or
representative capacity, give full title as
such.